Delaware
(State
or other jurisdiction of incorporation or organization)
|
11-3297463
(I.R.S.
employer identification number)
|
|
209
Havemeyer Street, Brooklyn, NY
(Address
of principal executive offices)
|
11211
(Zip
Code)
|
Classes
of Common Stock
|
Number
of Shares Outstanding at May 9, 2007
|
|
$.01
Par Value
|
35,957,036
|
PART
I - FINANCIAL INFORMATION
|
||
Page
|
||
Item
1.
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7-13
|
||
Item
2.
|
13-28
|
|
Item
3.
|
28-29
|
|
Item
4.
|
29-30
|
|
Item
4T.
|
30 | |
Item
1.
|
30
|
|
Item
1A.
|
30
|
|
Item
2.
|
30
|
|
Item
3.
|
30
|
|
Item
4.
|
30
|
|
Item
5.
|
30
|
|
Item
6.
|
31-32
|
|
33
|
· |
the
timing and occurrence or non-occurrence of events may be subject
to
circumstances beyond the Company’s control;
|
· |
there
may be increases in competitive pressure among financial institutions
or
from non-financial institutions;
|
· |
changes
in the interest rate environment may reduce interest
margins;
|
· |
changes
in deposit flows, loan demand or real estate values may adversely
affect
the business of The Dime Savings Bank of Williamsburgh (the
"Bank");
|
· |
changes
in accounting principles, policies or guidelines may cause the Company’s
financial condition to be perceived
differently;
|
· |
changes
in corporate and/or individual income tax laws may adversely affect
the
Company's financial condition or results of
operations;
|
· |
general
economic conditions, either nationally or locally in some or all
areas in
which the Bank conducts business, or conditions in the securities
markets
or banking industry, may be less favorable than the Company currently
anticipates;
|
· |
legislation
or regulatory changes may adversely affect the Company’s
business;
|
· |
technological
changes may be more difficult or expensive than the Company
anticipates;
|
· |
success
or consummation of new business initiatives may be more difficult
or
expensive than the Company anticipates;
or
|
· |
litigation
or other matters before regulatory agencies, whether currently existing
or
commencing in the future, may delay the occurrence or non-occurrence
of
events longer than the Company
anticipates.
|
March
31,
2007
|
December
31, 2006
|
|
ASSETS:
|
||
Cash
and due from banks
|
$26,154
|
$26,264
|
Federal
funds sold and short-term investments ($2,150 encumbered at March
31,
2007)
|
183,128
|
78,752
|
Encumbered
investment securities held-to-maturity (estimated fair value of $235
at
both March
31, 2007 and December 31, 2006)
|
235
|
235
|
Unencumbered
Investment securities available-for-sale, at fair value
|
28,506
|
29,548
|
Mortgage-backed
securities available-for-sale, at fair value:
|
||
Encumbered
|
145,090
|
147,765
|
Unencumbered
|
2,454
|
6,672
|
147,544
|
154,437
|
|
Loans:
|
||
Real
estate, net
|
2,731,232
|
2,700,268
|
Other
loans
|
2,058
|
2,205
|
Less
allowance for loan losses
|
(15,558)
|
(15,514)
|
Total
loans, net
|
2,717,732
|
2,686,959
|
Loans
held for sale
|
2,134
|
1,200
|
Premises
and fixed assets, net
|
22,962
|
22,886
|
Federal
Home Loan Bank of New York capital stock
|
28,370
|
31,295
|
Goodwill
|
55,638
|
55,638
|
Other
assets
|
87,141
|
86,163
|
Total
Assets
|
$3,299,544
|
$3,173,377
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||
Liabilities:
|
||
Due
to depositors:
|
||
Interest
bearing deposits
|
$2,072,230
|
$1,913,317
|
Non-interest
bearing deposits
|
96,760
|
95,215
|
Total
deposits
|
2,168,990
|
2,008,532
|
Escrow
and other deposits
|
80,017
|
46,373
|
Securities
sold under agreements to repurchase
|
120,235
|
120,235
|
Federal
Home Loan Bank of New York advances
|
506,500
|
571,500
|
Subordinated
notes payable
|
25,000
|
25,000
|
Trust
Preferred securities payable
|
72,165
|
72,165
|
Other
liabilities
|
41,459
|
38,941
|
Total
Liabilities
|
3,014,366
|
2,882,746
|
Commitments
and Contingencies
|
||
Stockholders'
Equity:
|
||
Preferred
stock ($0.01 par, 9,000,000 shares authorized, none issued or outstanding
at March
31, 2007 and December 31, 2006)
|
-
|
-
|
Common
stock ($0.01 par, 125,000,000 shares authorized, 50,894,891 shares
and
50,862,867 shares
issued
at March 31, 2007 and
December 31, 2006, respectively, and 36,062,920 shares and 36,456,354
shares outstanding at March 31, 2007 and December
31, 2006,
respectively)
|
509
|
509
|
Additional
paid-in capital
|
206,792
|
206,601
|
Retained
earnings
|
284,643
|
285,420
|
Accumulated
other comprehensive loss, net of deferred taxes
|
(6,525)
|
(7,100)
|
Unallocated
common stock of Employee Stock Ownership Plan ("ESOP")
|
(4,338)
|
(4,395)
|
Unearned
and unallocated common stock of Recognition and Retention Plan ("RRP")
and
Restricted Stock Awards
|
(3,386)
|
(3,452)
|
Common
stock held by Benefit Maintenance Plan ("BMP")
|
(7,941)
|
(7,941)
|
Treasury
stock, at cost (14,831,971 shares and 14,406,513 shares at March
31, 2007
and
December 31, 2006, respectively)
|
(184,576)
|
(179,011)
|
Total
Stockholders' Equity
|
285,178
|
290,631
|
Total
Liabilities And Stockholders' Equity
|
$3,299,544
|
$3,173,377
|
Three Months Ended March
31,
|
||
2007
|
2006
|
|
Interest income:
|
||
Loans
secured by real estate
|
$40,250
|
$37,839
|
Other
loans
|
45
|
49
|
Mortgage-backed
securities
|
1,512
|
1,845
|
Investment
securities
|
442
|
482
|
Federal
funds sold and other short-term investments
|
2,469
|
1,156
|
Total
interest income
|
44,718
|
41,371
|
Interest
expense:
|
||
Deposits
and escrow
|
18,161
|
11,496
|
Borrowed
funds
|
8,671
|
9,434
|
Total
interest expense
|
26,832
|
20,930
|
Net
interest income
|
17,886
|
20,441
|
Provision
for loan losses
|
60
|
60
|
Net
interest income after provision for loan losses
|
17,826
|
20,381
|
Non-interest
income:
|
||
Service
charges and other fees
|
1,355
|
1,497
|
Net
gain on sales of loans
|
244
|
399
|
Net
gain (loss) on sales and redemptions of securities and other
assets
|
-
|
478
|
Income
from Bank Owned Life Insurance
|
485
|
464
|
Other
|
406
|
322
|
Total
non-interest income
|
2,490
|
3,160
|
Non-interest
expense:
|
||
Salaries
and employee benefits
|
5,917
|
5,283
|
ESOP
and RRP compensation expense
|
533
|
585
|
Occupancy
and equipment
|
1,495
|
1,412
|
Federal
deposit insurance premiums
|
62
|
69
|
Data
processing costs
|
825
|
744
|
Other
|
2,416
|
2,355
|
Total
non-interest expense
|
11,248
|
10,448
|
Income
before income taxes
|
9,068
|
13,093
|
Income
tax expense
|
3,251
|
4,685
|
Net
income
|
$5,817
|
$8,408
|
Earnings
per Share:
|
||
Basic
|
$0.17
|
$0.24
|
Diluted
|
$0.17
|
$0.24
|
Three
Months Ended March 31,
|
||
2007
|
2006
|
|
Common
Stock (Par Value $0.01):
|
||
Balance
at beginning of period
|
$509
|
$506
|
Shares
issued in exercise of options
|
-
|
2
|
Balance
at end of period
|
509
|
508
|
Additional
Paid-in Capital:
|
||
Balance
at beginning of period
|
206,601
|
204,083
|
Stock
options exercised
|
(11)
|
451
|
Tax
benefit of benefit plans
|
-
|
29
|
RRP
shares acquired from treasury
|
-
|
106
|
Amortization
of excess fair value over cost - ESOP stock
|
202
|
227
|
Balance
at end of period
|
206,792
|
204,896
|
Retained
Earnings:
|
||
Balance
at beginning of period
|
285,420
|
274,579
|
Net
income for the period
|
5,817
|
8,408
|
Cash
dividends declared and paid
|
(4,890)
|
(4,966)
|
Cumulative
effect adjustment for the adoption of FASB Interpretation No. 48,
"Accounting
for Uncertainty in Income Taxes" ("FIN 48")
|
(1,704)
|
-
|
Balance
at end of period
|
284,643
|
278,021
|
Accumulated
Other Comprehensive Income:
|
||
Balance
at beginning of period
|
(7,100)
|
(3,328)
|
Change
in other comprehensive (loss) income during the
period, net of deferred taxes
|
575
|
(699)
|
Balance
at end of period
|
(6,525)
|
(4,027)
|
ESOP:
|
||
Balance
at beginning of period
|
(4,395)
|
(4,627)
|
Amortization
of earned portion of ESOP stock
|
57
|
58
|
Balance
at end of period
|
(4,338)
|
(4,569)
|
RRP
and Restricted Stock Awards:
|
||
Balance
at beginning of period
|
(3,452)
|
(2,979)
|
Common
stock acquired by RRP
|
-
|
(699)
|
Amortization
of earned portion of RRP stock
|
66
|
82
|
Balance
at end of period
|
(3,386)
|
(3,596)
|
Treasury
Stock:
|
||
Balance
at beginning of period
|
(179,011)
|
(168,579)
|
Common
stock acquired by RRP
|
-
|
592
|
Purchase
of treasury shares, at cost
|
(5,565)
|
(2,624)
|
Balance
at end of period
|
(184,576)
|
(170,611)
|
Common
Stock Held by BMP
|
||
Balance
at beginning and end of period
|
(7,941)
|
(7,941)
|
Total
Stockholders Equity
|
285,178
|
292,681
|
Net
Income
|
$5,817
|
$8,408
|
Net
unrealized securities (losses) arising during the period, net of
taxes
of $490 and $(595) during the three months
ended March
31, 2007 and 2006, respectively
|
575
|
(699)
|
Comprehensive
Income
|
$6,392
|
$7,709
|
Three
Months Ended March
31,
|
||
2007
|
2006
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||
Net
Income
|
$5,817
|
$8,408
|
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
||
Net
gain on the sale of investment securities and other assets
|
-
|
(478)
|
Net
gain on sale of loans held for sale
|
(244)
|
(399)
|
Net
depreciation and amortization
|
406
|
410
|
ESOP
compensation expense
|
259
|
285
|
Stock
plan compensation (excluding ESOP)
|
66
|
82
|
Provision
for loan losses
|
60
|
60
|
Increase
in cash surrender value of Bank Owned Life Insurance
|
(485)
|
(464)
|
Deferred
income tax provision (credit)
|
(178)
|
(46)
|
Excess
tax benefits of stock plans
|
-
|
29
|
Changes
in assets and liabilities:
|
||
Origination
of loans held for sale
|
(20,195)
|
(36,321)
|
Proceeds
from sale of loans held for sale
|
19,505
|
27,100
|
Increase
in other assets
|
(793)
|
(846)
|
Increase
in other liabilities
|
814
|
624
|
Net
cash provided by (used in) operating activities
|
5,032
|
(1,556)
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||
Net
increase in federal funds sold and other short term
investments
|
(104,376)
|
(8,632)
|
Proceeds
from maturities of investment securities
available-for-sale
|
1,000
|
14,575
|
Purchases
of investment securities available-for-sale
|
-
|
-
|
Principal
collected on mortgage backed securities held-to-maturity
|
-
|
-
|
Principal
collected on mortgage backed securities available-for-sale
|
7,967
|
10,553
|
Net
(increase) decrease in loans
|
(30,833)
|
(30,556)
|
Proceeds
from the sale of investment property
|
-
|
908
|
Purchases
of fixed assets, net
|
(461)
|
(78)
|
Redemption
(Purchase) of Federal Home Loan Bank of New York capital stock
|
2,925
|
(1,575)
|
Net
cash used in investing activities
|
(123,778)
|
(14,805)
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||
Net
increase in due to depositors
|
160,458
|
32,027
|
Net
increase in escrow and other deposits
|
33,644
|
29,753
|
Decrease
in securities sold under agreements to repurchase
|
-
|
(85,000)
|
(Decrease)
Increase in FHLBNY advances
|
(65,000)
|
35,000
|
Cash
dividends paid
|
(4,890)
|
(4,966)
|
Exercise
of stock options
|
(11)
|
453
|
Excess
tax benefits of stock plans
|
-
|
29
|
Purchase
of treasury stock
|
(5,565)
|
(2,624)
|
Net
cash provided by financing activities
|
118,636
|
4,672
|
DECREASE
IN CASH AND DUE FROM BANKS
|
(110)
|
(11,689)
|
CASH
AND DUE FROM BANKS, BEGINNING OF PERIOD
|
26,264
|
40,199
|
CASH
AND DUE FROM BANKS, END OF PERIOD
|
$26,154
|
$28,510
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||
Cash
paid for income taxes
|
$3,206
|
$4,066
|
Cash
paid for interest
|
26,337
|
20,673
|
(Decrease)
Increase in accumulated other comprehensive loss
|
575
|
(699)
|
Three
Months Ended March
31,
|
|||
2007
|
2006
|
||
(Dollars
in Thousands except share amounts)
|
|||
Numerator:
|
|||
Net
Income per the Consolidated Statements of Operations
|
$5,817
|
$8,408
|
|
Denominator:
|
|||
Weighted-average
number of shares outstanding utilized
in the calculation of basic EPS
|
34,473,159
|
35,071,887
|
|
Unvested
shares of RRP or Restricted Stock Awards
|
67,922
|
78,304
|
|
Common
stock equivalents resulting from the dilutive
effect of "in-the-money" stock options
|
113,650
|
337,003
|
|
Anti-dilutive
effect of tax benefits associated with "in-the-money"
stock options
|
(28,826)
|
(114,148)
|
|
Weighted
average number of shares outstanding utilized
in the calculation of diluted EPS
|
34,625,905
|
35,373,046
|
At
or for the Three Months Ended
March 31,
|
||
2007
|
2006
|
|
(Dollars
in Thousands, Except Share Amounts)
|
||
Options
outstanding - beginning of period
|
2,250,747
|
2,503,103
|
Options
granted
|
-
|
-
|
Weighted
average exercise price of grants
|
-
|
-
|
Options
exercised
|
45,153
|
153,270
|
Weighted
average exercise price of exercised options
|
$3.80
|
$4.64
|
Options
forfeited
|
-
|
-
|
Weighted
average exercise price of forfeited options
|
$-
|
-
|
Options
outstanding - end of period
|
2,205,594
|
2,349,833
|
Weighted
average exercise price of outstanding options - end of
period
|
$15.07
|
$14.47
|
Remaining
options available for grant
|
1,102,765
|
1,121,653
|
Exercisable
options at end of period
|
2,205,594
|
2,349,833
|
Weighted
average exercise price of exercisable options - end of
period
|
$15.07
|
$14.47
|
Cash
received for option exercise cost
|
$97
|
$627
|
Income
tax benefit recognized
|
-
|
-
|
Range
of Exercise Prices
|
Outstanding
as of
March
31, 2007
|
Exercisable
as of
March
31, 2007
|
Weighted
Average
Exercise
Price
|
Weighted
Average Contractual Years Remaining
|
$4.51
- $5.00
|
14,087
|
14,087
|
4.56
|
2.8
|
$10.50
- $11.00
|
501,646
|
501,646
|
10.91
|
4.6
|
$13.00-$13.50
|
612,185
|
612,185
|
13.16
|
5.8
|
$15.00-$15.50
|
318,492
|
318,492
|
15.10
|
8.2
|
$16.00-$16.50
|
76,320
|
76,320
|
16.45
|
7.8
|
$19.50-$20.00
|
682,864
|
682,864
|
19.90
|
6.8
|
Total
|
2,205,594
|
2,205,594
|
$15.07
|
6.3
|
At
or for the Three Months Ended March 31,
|
||
2007
|
2006
|
|
(Dollars
in
Thousands)
|
||
Shares
acquired
|
-
|
-
|
Shares
vested
|
-
|
-
|
Shares
allocated
|
-
|
-
|
Unallocated
shares - end of period
|
303,137
|
298,114
|
Unvested
allocated shares - end of period
|
-
|
13,500
|
Compensation
recorded to expense
|
-
|
$27
|
Income
tax benefit recognized
|
-
|
29
|
At
or for the Three Months Ended March 31,
|
||
|
2007
|
2006
|
(Dollars in Thousands Except Share Amounts) | ||
Unvested
allocated shares - beginning of period
|
71,855
|
31,804
|
Shares
granted
|
-
|
48,000
|
Shares
vested
|
6,000
|
-
|
Unvested
allocated shares - end of period
|
65,855
|
79,804
|
Unallocated
shares - end of period
|
-
|
-
|
Compensation
recorded to expense
|
$66
|
$54
|
Income
tax benefit recognized
|
-
|
-
|
Less
than 12 Months
Consecutive
Unrealized
Losses
|
12
Months or More
Consecutive
Unrealized
Losses
|
Total
|
||||
(Dollars
in thousands)
|
||||||
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
|
Corporate
securities
|
$5,000
|
$1
|
$-
|
$-
|
$5,000
|
$1
|
Equity
securities
|
4,285
|
343
|
4
|
1
|
4,289
|
344
|
FNMA
pass-through certificates
|
-
|
-
|
9,056
|
299
|
9,056
|
299
|
Collateralized
Mortgage Obligations
|
-
|
-
|
136,796
|
4,229
|
136,796
|
4,229
|
$9,285
|
$344
|
$145,856
|
$4,529
|
$155,141
|
$4,873
|
Three
Months Ended March
31, 2007
|
Three
Months Ended March
31, 2006
|
||||
BMP,
Employee
and Outside Director
Retirement
Plans
|
Postretirement
Plan
|
BMP,
Employee
and Outside Director
Retirement
Plans
|
Postretirement
Plan
|
||
(Dollars
in thousands)
|
|||||
Service
cost
|
$-
|
$21
|
$-
|
$20
|
|
Interest
cost
|
339
|
61
|
327
|
57
|
|
Expected
return on assets
|
(450)
|
-
|
(438)
|
-
|
|
Unrecognized
past service liability
|
-
|
(7)
|
-
|
(7)
|
|
Amortization
of unrealized loss
|
118
|
7
|
155
|
10
|
|
Net
expense
|
$7
|
$82
|
$44
|
$80
|
For
the Three Months Ended
March 31,
|
|||
2007
|
2006
|
||
Performance
and Other Selected Ratios:
|
|||
Return
on Average Assets
|
0.72%
|
1.08%
|
|
Return
on Average Stockholders' Equity
|
8.12
|
11.55
|
|
Stockholders'
Equity to Total Assets
|
8.64
|
9.32
|
|
Tangible
Equity to Total Tangible Assets
|
7.24
|
7.79
|
|
Loans
to Deposits at End of Period
|
126.12
|
136.23
|
|
Loans
to Earning Assets at End of Period
|
87.58
|
89.46
|
|
Net
Interest Spread
|
1.86
|
2.35
|
|
Net
Interest Margin
|
2.33
|
2.76
|
|
Average
Interest Earning Assets to Average Interest Bearing
Liabilities
|
111.95
|
112.75
|
|
Non-Interest
Expense to Average Assets
|
1.40
|
1.34
|
|
Efficiency
Ratio
|
55.87
|
45.98
|
|
Effective
Tax Rate
|
35.85
|
35.78
|
|
Dividend
Payout Ratio
|
82.35
|
58.33
|
|
Average
Tangible Equity
|
$237,363
|
238,972
|
|
Per
Share Data:
|
|||
Reported
EPS (Diluted)
|
$0.17
|
$0.24
|
|
Cash
Dividends Paid Per Share
|
0.14
|
0.14
|
|
Stated
Book Value
|
7.91
|
7.92
|
|
Tangible
Book Value
|
6.54
|
6.52
|
|
Asset
Quality Summary:
|
|||
Net
Charge-offs (Recoveries)
|
$(2)
|
$11
|
|
Non-performing
Loans
|
2,878
|
365
|
|
Non-performing
Loans/Total Loans
|
0.11%
|
0.01%
|
|
Non-performing
Assets/Total Assets
|
0.09
|
0.01
|
|
Allowance
for Loan Loss/Total Loans
|
0.57
|
0.59
|
|
Allowance
for Loan Loss/Non-performing Loans
|
540.58
|
4,309.04
|
|
Regulatory
Capital Ratios (Bank Only):
|
|||
Tangible
Capital
|
8.81%
|
9.04%
|
|
Leverage
Capital
|
8.81
|
9.04
|
|
Total
Risk-based Capital
|
12.45
|
12.90
|
|
Earnings
to Fixed Charges Ratios (1)
|
|||
Including
Interest on Deposits
|
1.33x
|
1.62x
|
|
Excluding
Interest on Deposits
|
1.99
|
2.36
|
For
the Three Months Ended
March 31,
|
|||
2007
|
2006
|
||
(Dollars
in Thousands Except Per Share Amounts)
|
|||
Non-GAAP
Disclosures - Core Earnings Reconciliation and Ratios
(2)
|
|||
Net
income
|
$5,817
|
$8,408
|
|
Net
pre-tax gain on sale of other assets
|
-
|
(478)
|
|
Net
pre-tax income on borrowings restructuring
|
-
|
(43)
|
|
Tax
effect of adjustments
|
-
|
190
|
|
After
tax effect of adjustments to core earnings
|
-
|
(331)
|
|
Core
Earnings
|
$5,817
|
$8,077
|
|
Core
Return on Average Assets
|
0.72%
|
1.04%
|
|
Core
Return on Average Stockholders' Equity
|
8.12
|
11.09
|
|
Core
EPS (Diluted)
|
$0.17
|
$0.23
|
|
Dividend
payout ratio (based upon core earnings)
|
82.35%
|
60.87%
|
Less
than One Year
|
One
Year to Three Years
|
Over
Three Years
to
Five Years
|
Over
Five Years
|
Total
at March
31, 2007
|
||
(Dollars
in thousands)
|
||||||
Credit
Commitments:
|
||||||
Available
lines of credit
|
$69,914
|
$-
|
$-
|
$-
|
$69,914
|
|
Other
loan commitments
|
60,160
|
-
|
-
|
-
|
60,160
|
|
Other
Commitments:
|
||||||
Recourse
obligation on loans sold to FNMA
|
18,891
|
-
|
-
|
-
|
18,891
|
|
Total
Commitments
|
$148,965
|
$-
|
$-
|
$-
|
$148,965
|
At
March 31, 2007
|
At
December 31, 2006
|
|
(Dollars
in thousands)
|
||
Non-Performing
Loans
|
||
One-
to four-family
|
$-
|
$60
|
Multifamily
residential
|
987
|
1,655
|
Commercial
|
1,859
|
1,859
|
Cooperative
apartment
|
26
|
26
|
Other
|
6
|
6
|
Total
non-performing loans
|
2,878
|
3,606
|
OREO
|
-
|
-
|
Total
non-performing assets
|
2,878
|
3,606
|
Troubled-debt
restructurings
|
-
|
-
|
Total
non-performing assets and
troubled-debt
restructurings
|
$2,878
|
$3,606
|
Impaired
loans
|
$2,846
|
$3,514
|
Ratios:
|
||
Total
non-performing loans to total loans
|
0.11%
|
0.13%
|
Total
non-performing loans and troubled-debt restructurings to total
loans
|
0.11
|
0.13
|
Total
non-performing assets to total assets
|
0.09
|
0.11
|
Total
non-performing assets and troubled-debt restructurings to total
assets
|
0.09
|
0.11
|
Three
Months Ended March 31,
|
||||||||
2007
|
2006
|
|||||||
Average
|
Average
|
|||||||
Average
|
Yield/
|
Average
|
Yield/
|
|||||
Balance
|
Interest
|
Cost
|
Balance
|
Interest
|
Cost
|
|||
(Dollars
In
Thousands)
|
||||||||
Assets:
|
||||||||
Interest-earning
assets:
|
||||||||
Real
estate loans
|
$2,706,863
|
$40,250
|
5.95%
|
$2,627,262
|
$37,839
|
5.76%
|
||
Other
loans
|
1,895
|
45
|
9.50
|
2,074
|
49
|
9.45
|
||
Mortgage-backed
securities
|
154,655
|
1,512
|
3.91
|
192,672
|
1,845
|
3.83
|
||
Investment
securities
|
30,062
|
442
|
5.88
|
38,329
|
482
|
5.03
|
||
Other
short-term investments
|
175,683
|
2,469
|
5.62
|
106,240
|
1,156
|
4.35
|
||
Total
interest-earning assets
|
3,069,158
|
$44,718
|
5.83%
|
2,966,577
|
$41,371
|
5.58%
|
||
Non-interest
earning assets
|
145,164
|
152,240
|
||||||
Total
assets
|
$3,214,322
|
$3,118,817
|
||||||
Liabilities
and Stockholders' Equity:
|
||||||||
Interest-bearing
liabilities:
|
||||||||
NOW
and Super Now accounts
|
$36,080
|
$120
|
1.35%
|
$37,239
|
$91
|
0.99%
|
||
Money
Market accounts
|
567,020
|
5,123
|
3.66
|
455,676
|
2,079
|
1.85
|
||
Savings
accounts
|
295,950
|
425
|
0.58
|
330,646
|
455
|
0.56
|
||
Certificates
of deposit
|
1,089,761
|
12,493
|
4.65
|
981,346
|
8,871
|
3.67
|
||
Borrowed
Funds
|
752,622
|
8,671
|
4.67
|
826,298
|
9,434
|
4.63
|
||
Total
interest-bearing liabilities
|
2,741,433
|
$26,832
|
3.97%
|
2,631,205
|
$20,930
|
3.23%
|
||
Checking
accounts
|
94,680
|
95,352
|
||||||
Other
non-interest-bearing liabilities
|
91,798
|
101,033
|
||||||
Total
liabilities
|
2,927,911
|
2,827,590
|
||||||
Stockholders'
equity
|
286,411
|
291,227
|
||||||
Total
liabilities and stockholders' equity
|
$3,214,322
|
$3,118,817
|
||||||
Net
interest income
|
$17,886
|
$20,441
|
||||||
Net
interest spread
|
1.86%
|
2.35%
|
||||||
Net
interest-earning assets
|
$327,725
|
$335,372
|
||||||
Net
interest margin
|
2.33%
|
2.76%
|
||||||
Ratio
of interest-earning assets to interest-bearing liabilities
|
111.95%
|
112.75%
|
Three
Months Ended March 31, 2007 Compared
to Three Months
Ended
March 31, 2006 Increase/
(Decrease) Due
to:
|
|||||
Volume |
Rate
|
Total
|
|||
(Dollars
In thousands)
|
|||||
Interest-earning
assets:
|
|||||
Real
Estate Loans
|
$1,154
|
$1,257
|
$2,411
|
||
Other
loans
|
(3)
|
(1)
|
(4)
|
||
Mortgage-backed
securities
|
(368)
|
35
|
(333)
|
||
Investment
securities
|
(113)
|
73
|
(40)
|
||
Other
short-term investments
|
866
|
447
|
1,313
|
||
Total
|
1,536
|
1,811
|
3,347
|
||
Interest-bearing
liabilities:
|
|||||
NOW
and Super Now accounts
|
$(4)
|
$33
|
$29
|
||
Money
market accounts
|
742
|
2,302
|
3,044
|
||
Savings
accounts
|
(48)
|
18
|
(30)
|
||
Certificates
of deposit
|
1,100
|
2,522
|
3,622
|
||
Borrowed
funds
|
(853)
|
90
|
(763)
|
||
Total
|
937
|
4,965
|
5,902
|
||
Net
change in net interest income
|
$599
|
$(3,154)
|
$(2,555)
|
At March 31, 2007
|
At December 31, 2006
|
||||||
Balance
|
%
of Total
|
Balance
|
%
of Total
|
||||
(Dollars
in thousands)
|
|||||||
One-to
Four family and cooperative apartment
|
$149,517
|
5.5%
|
$153,847
|
5.7%
|
|||
Multifamily
residential
|
1,210,547
|
44.3
|
1,201,760
|
44.5
|
|||
Commercial
real estate
|
428,104
|
15.7
|
400,097
|
14.8
|
|||
Mixed
use (classified as multifamily residential)
|
651,322
|
23.8
|
653,346
|
24.2
|
|||
Mixed
use (classified as commercial real estate)
|
263,695
|
9.7
|
266,830
|
9.9
|
|||
Construction
and land acquisition
|
26,839
|
1.0
|
23,340
|
0.9
|
|||
Unearned
Discounts and net deferred loan fees
|
1,208
|
-
|
1,048
|
-
|
|||
Total
real estate loans
|
2,731,232
|
100.0%
|
2,700,268
|
100.0%
|
|||
Consumer
loans
|
2,058
|
2,205
|
|||||
Allowance
for loan losses
|
(15,558)
|
(15,514)
|
|||||
Total
loans, net
|
$2,717,732
|
$2,686,959
|
At
March 31, 2007
|
At
December 31, 2006
|
||
(Dollars in thousands)
|
|||
Balance
at end of period
|
$
176,285
|
$
184,220
|
|
Average
interest rate
|
4.48%
|
4.49%
|
|
Average
duration (in years)
|
2.2
|
2.3
|
At
March 31, 2007
|
||||||||
Net
Portfolio Value
|
Portfolio
Value of Assets
|
Portfolio
Value ofAssets
At
December 31, 2006
|
||||||
Dollar
Amount
|
Dollar
Change
|
Percentage
Change
|
NPV
Ratio
|
Sensitivity
Change
|
NPV
Ratio
|
Sensitivity
Change
|
||
Change
in Interest Rate
|
(Dollars
in Thousands)
|
|||||||
+
200 Basis Points
|
$289,497
|
$(90,590)
|
-23.83%
|
9.10%
|
(245)
|
10.01%
|
(220)
|
|
+
100 Basis Points
|
336,607
|
-43,480
|
-11.44
|
10.41
|
(114)
|
11.22
|
(99)
|
|
Pre-Shock
Scenario
|
380,087
|
-
|
-
|
11.55
|
-
|
12.21
|
-
|
|
-
100 Basis Points
|
407,641
|
27,554
|
7.25
|
12.20
|
65
|
12.67
|
46
|
|
-
200 Basis Points
|
415,119
|
35,032
|
9.22
|
12.29
|
74
|
12.47
|
26
|
Period
|
Total
Number
of
Shares Purchased
|
Average
Price
Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced
Programs
|
Maximum
Number of Shares that May Yet be Purchased Under the
Programs
|
|||
January
2007
|
95,500
|
$13.70
|
95,500
|
1,591,110
|
|||
February
2007
|
65,500
|
13.04
|
65,500
|
1,525,610
|
|||
March
2007
|
264,458
|
12.87
|
264,458
|
1,261,152
|
3(i)
|
Amended
and Restated Certificate of Incorporation of Dime Community Bancshares,
Inc. (1)
|
|
3(ii)
|
Amended
and Restated Bylaws of Dime Community Bancshares, Inc.
(12)
|
|
4.1
|
Amended
and Restated Certificate of Incorporation of Dime Community Bancshares,
Inc. [See Exhibit 3(i) hereto]
|
|
4.2
|
Amended
and Restated Bylaws of Dime Community Bancshares, Inc. [See Exhibit
3(ii)
hereto]
|
|
4.3
|
Draft
Stock Certificate of Dime Community Bancshares, Inc.
(2)
|
|
4.4
|
Certificate
of Designations, Preferences and Rights of Series A Junior Participating
Preferred Stock (3)
|
|
4.5
|
Rights
Agreement, dated as of April 9, 1998, between Dime Community Bancorp,
Inc.
and ChaseMellon Shareholder
Services,
L.L.C., as Rights Agent (3)
|
|
4.6
|
Form
of Rights Certificate (3)
|
|
4.7
|
Second
Amended and Restated Declaration of Trust, dated as of July 29,
2004, by
and among Wilmington Trust
Company,
as Delaware Trustee, Wilmington Trust Company as Institutional
Trustee,
Dime Community Bancshares,
Inc.,
as Sponsor, the Administrators of Dime Community Capital Trust
I and the
holders from time to time of undivided
beneficial
interests in the assets of Dime Community Capital Trust I
(8)
|
|
4.8
|
Indenture,
dated as of March 19, 2004, between Dime Community Bancshares,
Inc. and
Wilmington Trust Company, as trustee
(8)
|
|
4.9
|
Series
B Guarantee Agreement, dated as of July 29, 2004, executed and
delivered
by Dime Community Bancshares, Inc.,
as Guarantor and Wilmington Trust
Company, as Guarantee Trustee, for the benefit of the holders from
time to
time
of the Series B Capital Securities of Dime Community Capital Trust
I
(8)
|
|
10.1
|
Amended
and Restated Employment Agreement between The Dime Savings Bank
of
Williamsburgh and Vincent F. Palagiano
(4)
|
|
10.2
|
Amended
and Restated Employment Agreement between The Dime Savings Bank
of
Williamsburgh and Michael P. Devine
(4)
|
|
10.3
|
Amended
and Restated Employment Agreement between The Dime Savings Bank
of
Williamsburgh and Kenneth
J. Mahon (4)
|
|
10.4
|
Employment
Agreement between Dime Community Bancorp, Inc. and Vincent F. Palagiano
(9)
|
|
10.5
|
Employment
Agreement between Dime Community Bancorp, Inc. and Michael P. Devine
(9)
|
|
10.6
|
Employment
Agreement between Dime Community Bancorp, Inc. and Kenneth J. Mahon
(9)
|
|
10.7
|
Form
of Employee Retention Agreement by and among The Dime Savings Bank
of
Williamsburgh, Dime Community Bancorp,
Inc. and certain officers (4)
|
|
10.8
|
The
Benefit Maintenance Plan of Dime Community Bancorp, Inc.
(5)
|
|
10.9
|
Severance
Pay Plan of The Dime Savings Bank of Williamsburgh (4)
|
|
10.10
|
Retirement
Plan for Board Members of Dime Community Bancorp, Inc.
(5)
|
|
10.11
|
Dime
Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors,
Officers and Employees, as amended by
amendments number 1 and 2 (5)
|
|
10.12
|
Recognition
and Retention Plan for Outside Directors, Officers and Employees
of Dime
Community Bancorp, Inc., as amended
by amendments number 1 and 2 (5)
|
|
10.13
|
Form
of stock option agreement for Outside Directors under Dime Community
Bancshares, Inc. 1996 and 2001 Stock
Option Plans for Outside Directors, Officers and Employees and
the 2004
Stock Incentive Plan. (5)
|
|
10.14
|
Form
of stock option agreement for officers and employees under Dime
Community
Bancshares, Inc. 1996 and 2001 Stock
Option Plans for Outside Directors, Officers and Employees and
the 2004
Stock Incentive Plan (5)
|
|
10.15
|
Form
of award notice for outside directors under the Recognition and
Retention
Plan for Outside Directors, Officers and
Employees of Dime Community
Bancorp,
Inc. (5)
|
|
10.16
|
Form
of award notice for officers and employees under the Recognition
and
Retention Plan for Outside Directors, Officers
and Employees of Dime Community Bancorp, Inc. (5)
|
|
10.17
|
Financial
Federal Savings Bank Incentive Savings Plan in RSI Retirement Trust
(6)
|
|
10.18
|
Financial
Federal Savings Bank Employee Stock Ownership Plan (6)
|
|
10.19
|
Option
Conversion Certificates between Dime Community Bancshares, Inc.
and each
of Messrs. Russo, Segrete, Calamari,
Latawiec, O'Gorman, and Ms. Swaya pursuant to Section 1.6(b) of
the
Agreement and Plan of Merger, dated
as of July 18, 1998 by and between Dime Community Bancshares, Inc.
and
Financial
Bancorp,
Inc. (6)
|
|
10.20
|
Dime
Community Bancshares, Inc. 2001 Stock Option Plan for Outside Directors,
Officers and Employees (7)
|
|
10.21
|
Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan for Outside
Directors, Officers and Employees (10)
|
|
10.22
|
Waiver
executed by Vincent F. Palagiano (12)
|
|
10.23
|
Waiver
executed by Michael P. Devine (12)
|
|
10.24
|
Waiver
executed by Kenneth J. Mahon (12)
|
|
10.25
|
Form
of restricted stock award notice for officers and employees under
the 2004
Stock Incentive Plan (11)
|
|
10.26
|
Employee
Retention Agreement between The Dime Savings Bank of Williamsburgh
and
Christopher D. Maher (13)
|
|
Table
continued on next page
|
31(i).1
|
Certification
of Chief Executive Officer Pursuant to 17 CFR
240.13a-14(a)
|
|
31(i).2
|
Certification
of Chief Financial Officer Pursuant to 17 CFR
240.13a-14(a)
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350
|
Dime
Community Bancshares, Inc.
|
Dated:
May 10, 2007
|
By:
/s/ VINCENT F. PALAGIANO
|
|
Vincent
F. Palagiano
|
||
Chairman
of the Board and Chief Executive
Officer
|
Dated:
May 10, 2007
|
By:
/s/ KENNETH J. MAHON
|
|
Kenneth
J. Mahon
|
||
Executive
Vice President and Chief Financial Officer (Principal Accounting
Officer)
|