SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------------
Date of report (Date of earliest event reported): October 20, 1998
DIME COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27782 11-3297463
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
209 HAVEMEYER STREET, BROOKLYN, NEW YORK 11211
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (718) 782-6200
NONE
(Former name or former address, if changed since last report)
<PAGE>
ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
On October 20, 1998, Dime Community Bancshares, Inc. issued a press
release setting forth limited financial information for the three months ended
September 30, 1998. This press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following Exhibits are filed as part of this
report:
EXHIBIT NO. DESCRIPTION
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99 Press Release issued October 20, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIME COMMUNITY BANCSHARES, INC.
By: /s/ Michael P. Devine
-------------------------------------
Michael P. Devine
President and Chief Operating Officer
Dated: October 21, 1998
2
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99 Press Release issued October 20, 1998
3
EXHIBIT 99
<PAGE>
DIME COMMUNITY
--------------
BANCSHARES, INC.
NEWS RELEASE
DIME COMMUNITY BANCSHARES, INC. REPORTS RECORD QUARTERLY EARNINGS
-----------------------------------------------------------------
PER SHARE EARNINGS UP 52% FROM PREVIOUS YEAR. RECORD LOAN ORIGINATIONS CONTINUE.
Brooklyn, New York, October 20, 1998. Dime Community Bancshares, Inc. (the
"Company") (Nasdaq:DCOM), the holding company for The Dime Savings Bank of
Williamsburgh (the "Bank"), today announced diluted earnings per common share of
$0.35 for the first fiscal quarter ended September 30, 1998, a 52% increase from
diluted earnings per common share of $0.23 for the quarter ended September 30,
1997. Net income for the quarter ended September 30, 1998, increased 40% to $4.0
million from $2.8 million for last year's first fiscal quarter. The Company's
fiscal year ends on June 30th.
CASH EARNINGS
The Company also reported diluted cash earnings per common share of $0.47 for
the first fiscal quarter ended September 30, 1998, a 34% increase from diluted
cash earnings per common share of $0.35 for the first fiscal quarter of 1998.
Net income on a cash basis added to tangible equity for the first fiscal quarter
ended September 30, 1998, equaled $5.4 million, 34% higher than reported net
income of $4.0 million.
Commenting on the Company's performance, Mr. Vincent F. Palagiano, Chairman and
Chief Executive Officer, said, "The Company has again reported substantial
earnings growth, as shown in this quarter's financial performance. Loan demand
also remained strong during the quarter. Although there has been much volatility
in the equity markets recently, the Company's operating results continue to show
steady improvement." Mr. Palagiano went on to note, "The Company announced its
fourth stock repurchase program earlier in the quarter, further indicating the
high degree of confidence we have in our Company. Furthermore, the Company
recently announced the fifth consecutive increase in its cash dividend to $0.12
per share. I am also pleased to report that the pending acquisition of Financial
Bancorp, Inc. is proceeding on schedule and is still expected to close in the
first quarter of calendar 1999. We look forward to continuing to position our
Company to capitalize on opportunities in the future."
RECORD MULTI-FAMILY LOAN ORIGINATIONS
The Company again reported record loan originations of $126.0 million (of which
$122.1 million were multi-family and non-residential loans) for the quarter
ended September 30, 1998, a 66% increase from loan originations of $76.1 million
for the first fiscal quarter of last year.
STOCK REPURCHASE AND DIVIDEND ACTIVITIES
During the quarter ended September 30, 1998, the Company repurchased 462,505
shares of its common stock into treasury at an aggregate cost of $10.3 million.
As of September 30, 1998, the Company had both Board and regulatory approval to
repurchase up to 485,190 additional shares of its common stock under an existing
stock repurchase program.
As noted above, on October 8, 1998, the Company's Board of Directors declared a
cash dividend of $0.12 per share of common stock. This dividend, which will be
paid on November 5, 1998, to all shareholders of record as of October 23, 1998,
represents the Company's fifth consecutive cash dividend increase.
<PAGE>
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1998
Due primarily to the steady growth in the loan portfolio, net interest income
for the quarter ended September 30, 1998, is up $574,000, or 5%, from the first
fiscal quarter of the prior year. This growth has been achieved despite the flat
yield curve environment and increased competition for multi-family loans, which
has resulted in a lower average interest rate on loan originations from the
previous year. Net interest income has also benefited from the increased
portfolio of mortgage-backed securities.
For the quarter ended September 30, 1998, the provision for loan losses was
$60,000, compared to $525,000 in the previous year. The reduction in the
provision level reflects the significant improvement in credit quality of the
Company's loan portfolio, evidenced by non-performing loans having dropped over
52% to $1.2 million at September 30, 1998, from $2.5 million at September 30,
1997. Despite periodic additions to the allowance for loan losses, the allowance
at September 30, 1998, represents 1.17% of total loans as compared to 1.39% a
year ago, due to the net increases in the loan portfolio. However, as a
percentage of non-performing loans (which have declined in volume since last
year), the allowance has increased to 997% at September 30, 1998, from 446% at
September 30, 1997.
Non-interest income increased $273,000 to $1.3 million during the quarter ended
September 30, 1998 from $981,000 during the comparable quarter of the prior
year, due primarily to increased gains on sales and redemptions of securities
and other assets (primarily other real estate owned) of $229,000. Service
charges and other fees declined $91,000, due primarily to a decline in expired
loan commitment fees, which totaled $161,000 during the quarter ended September
30, 1997, but were minimal during the past quarter. Offsetting this decline,
were increases of $54,000 in service fees and customer charges related to
deposit accounts. Prepayment penalty fees, which totaled $71,000 during the most
recent quarter, approximated their average level for the Company's past eight
fiscal quarters.
Non-interest expenses, which were $6.7 million during the quarter ended
September 30, 1998 remained relatively constant compared to the first fiscal
quarter of 1998, as increased compensation expense was offset by reduced
occupancy and equipment expense. During the quarter ended September 30, 1998,
the Company received refunds of $144,000 related to real estate taxes on branch
properties. These non-recurring refunds were recorded as a reduction of
occupancy and equipment expense. In addition, during the quarter ended September
30, 1998, the Company began to fully realize cost savings associated with the
sale of its Roslyn premise in May, 1998. Both of these items contributed to the
reduction in occupancy and equipment expense of $182,000 compared to the prior
year.
Non-interest expense, excluding non-cash charges related to goodwill
amortization and the stock benefit plans, as a percentage of average assets was
1.2% for the current quarter, versus 1.5% a year earlier. The Company's
efficiency ratio, also excluding non-cash charges, was 36.5% on an annualized
basis, during the quarter ended September 30, 1998, compared to 38.1% for the
quarter ended September 30, 1997.
FINANCIAL CONDITION AS OF SEPTEMBER 30, 1998
Assets grew by $119.7 million during the quarter ended September 30, 1998. Total
assets for the Company exceeded $1.7 billion at September 30, 1998. This growth
occurred primarily in two categories: real estate loans and mortgage-backed
securities. The mortgage-backed securities are relatively short-term and, in
part, are purchased to temporarily utilize the Company's excess capital to
enhance earnings per share.
<PAGE>
During the quarter ended September 30, 1998, the Bank experienced a net decrease
in deposit balances of $13.2 million, of which $6.1 million were higher cost
certificates of deposit. In order to replace deposits and to fund asset growth,
the Bank increased its level of borrowed funds at comparatively lower rates and
longer terms to maturity than retail deposits. Total borrowings increased by
$113.8 million during the quarter.
Tangible stockholders' equity decreased $6.8 million, or 4%, to $152.8 million
at September 30, 1998 from $159.6 million at June 30, 1998. Transactions
contributing to the decrease include: common stock repurchases (treasury stock
and stock acquired by employee benefit plans) with an aggregate cost of $10.7
million, and cash dividends paid in the amount of $1.1 million, offset by an
addition of $5.4 million of cash earnings. At September 30, 1998, the Company
had a tangible equity ratio of 8.90% as compared to 9.99% at June 30, 1998.
At September 30, 1998, the Bank was in compliance with all regulatory capital
requirements for tangible, core and risk-based capital ratios, with actual
ratios of 7.83%, 7.83% and 15.84%, respectively.
Dime Community Bancshares, Inc., is the holding company for The Dime Savings
Bank of Williamsburgh, a community-oriented financial institution providing
financial services and loans for housing within its market areas. The Bank
maintains its headquarters in the Williamsburgh section of the borough of
Brooklyn, and thirteen additional offices in the boroughs of Brooklyn, Queens,
and The Bronx, and in Nassau County. The Bank's deposits are insured up to the
maximum allowable amount by the Federal Deposit Insurance Corporation. More
information on the Company and Bank can be found on the Company's Internet
website at WWW.DIMEWILL.COM.
THIS EARNINGS RELEASE CONTAINS CERTAIN FORWARD LOOKING STATEMENTS CONSISTING OF
ESTIMATES WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
BUSINESS OF THE COMPANY THAT ARE SUBJECT TO VARIOUS FACTORS WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE ESTIMATES. THESE FACTORS INCLUDE:
CHANGES IN GENERAL, ECONOMIC AND MARKET CONDITIONS, OR THE DEVELOPMENT OF AN
INTEREST RATE ENVIRONMENT THAT ADVERSELY AFFECTS THE INTEREST RATE SPREAD OR
OTHER INCOME ANTICIPATED FROM THE COMPANY'S OPERATIONS AND INVESTMENTS.
Contact: Kenneth A. Ceonzo - VICE PRESIDENT AND DIRECTOR OF INVESTOR RELATIONS
(718) 782-6200 extension 279
{TABLES FOLLOWING}
<PAGE>
<TABLE>
<CAPTION>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands except per share amounts)
SEPTEMBER 30, June 30,
1998 (Unaudited) 1998
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<S> <C> <C>
ASSETS:
Cash and due from banks $13,000 $16,266
Investment securities held to maturity 65,093 78,091
Investment securities available for sale 93,721 85,706
Mortgage-backed securities held to maturity 40,113 46,714
Mortgage-backed securities available for sale 420,539 363,875
Federal funds sold 24,732 9,329
REAL ESTATE LOANS:
One-to-four family and cooperative apartment 162,853 172,827
Multi-family and underlying cooperative 801,716 724,461
Non-residential 58,925 50,062
Less: Unearned discounts and net deferred loan fees (3,492) (3,486)
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Total real estate loans 1,020,002 943,864
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Other loans 5,647 5,716
Allowance for loan losses (11,991) (12,075)
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TOTAL LOANS, NET 1,013,658 937,505
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Loans held for sale - 541
Premises and fixed assets 10,810 10,742
Federal Home Loan Bank of New York capital stock 15,966 10,754
Other real estate owned, net 536 825
Goodwill 23,427 24,028
Other assets 22,062 39,550
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TOTAL ASSETS $1,743,657 $1,623,926
======================= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
DEPOSITS:
NOW, Super Now and Money Market $48,526 $48,494
Savings 335,205 340,481
Certificates of deposit 606,266 612,328
Non-interest bearing checking 35,140 37,039
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TOTAL DUE TO DEPOSITORS 1,025,137 1,038,342
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Escrow and other deposits 16,787 15,395
Securities sold under agreements to repurchase 306,442 256,601
Federal Home Loan Bank of New York advances 167,500 103,505
Other liabilities 47,717 23,734
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TOTAL LIABILITIES 1,563,583 1,437,577
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STOCKHOLDERS' EQUITY:
Commonstock ($0.01 par, 45,000,000 shares authorized, 14,551,100 issued at
September 30, 1998 and June 30, 1998, respectively, and 11,714,008 shares
and 12,176,513 shares
outstanding at September 30, 1998 and June 30, 1998, respectively) 145 145
Additional paid-in capital 143,676 143,322
Retained earnings 108,015 105,158
Unallocated common stock of Employee Stock Ownership Plan (8,884) (9,175)
Unearned common stock of Recognition and Retention Plan (7,149) (6,963)
Common stock purchased by the Benefit Maintenance Plan (831) (431)
Treasury stock (2,837,092 shares and 2,374,587 shares at
September 30, 1998, and June 30, 1998, respectively) (58,778) (48,470)
Unrealized gain on securities available for sale, net 3,880 2,763
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TOTAL STOCKHOLDERS' EQUITY 180,074 186,349
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,743,657 $1,623,926
======================= ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands except per share amounts)
FOR THE THREE MONTHS ENDED
SEPTEMBER 30
1998 1997
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<S> <C> <C>
INTEREST INCOME:
Loans Secured By Real Estate $19,929 $16,269
Other Loans 127 129
Investment Securities 2,399 2,684
Mortgage-backed Securities 6,852 5,193
Federal Funds Sold 276 453
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TOTAL INTEREST INCOME 29,583 24,728
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INTEREST EXPENSE:
Deposits And Escrow 10,880 10,332
Borrowed Funds 6,103 2,370
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TOTAL INTEREST EXPENSE 16,983 12,702
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NET INTEREST INCOME 12,600 12,026
PROVISION FOR LOAN LOSSES 60 525
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NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 12,540 11,501
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NON-INTEREST INCOME:
Service Charges And Other Fees 543 634
Net Gain On Sales And Redemptions Of Assets 262 33
Other 449 314
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TOTAL NON-INTEREST INCOME 1,254 981
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NON-INTEREST EXPENSE:
Compensation And Benefits 3,927 3,793
Occupancy And Equipment 560 742
Goodwill Amortization 601 601
Other 1,604 1,610
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TOTAL NON-INTEREST EXPENSE 6,692 6,746
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INCOME BEFORE TAXES 7,102 5,736
INCOME TAX EXPENSE: 3,119 2,898
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NET INCOME $ 3,983 $ 2,838
=================== ====================
EARNINGS PER SHARE:
BASIC $0.38 $0.25
=================== ====================
DILUTED $0.35 $0.23
=================== ====================
DILUTED CASH BASIS $0.47 $0.35
=================== ====================
AVERAGE COMMON SHARES OUTSTANDING FOR DILUTED EPS 11,461,825 12,247,308
</TABLE>
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<TABLE>
<CAPTION>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
SELECTED FINANCIAL HIGHLIGHTS (UNAUDITED)
(In thousands except per share amounts)
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------------------
1998 1997
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<S> <C> <C>
PERFORMANCE AND OTHER SELECTED RATIOS:
Reported Return On Average Assets 0.96% 0.84%
Reported Return On Average Stockholders' Equity 8.74% 6.07%
Reported Return On Average Tangible Stockholders' Equity 10.26% 7.07%
Average Interest Rate Spread 2.66% 3.20%
Net Interest Margin 3.15% 3.76%
Non-interest Expense To Average Assets (1) 1.47% 1.83%
Efficiency Ratio (1) 44.81% 47.36%
Effective Tax Rate 43.92% 50.52%
Tangible Equity To Total Tangible Assets 8.90% 11.65%
Loans/earning Assets 60.84% 60.47%
Loans/deposits 100.05% 80.26%
CASH EARNINGS DATA:
Cash Earnings $5,357 $4,241
Cash Return On Average Assets 1.29% 1.26%
Cash Return On Average Tangible Equity 13.80% 10.57%
Cash Non-interest Expense To Average Assets (2) 1.20% 1.47%
Cash Efficiency Ratio (2) 36.49% 38.07%
PER SHARE DATA:
Reported Eps (Diluted) $0.35 $0.23
Cash Eps (Diluted) 0.47 0.35
Stated Book Value 15.37 14.81
Tangible Book Value 13.04 12.52
BALANCE SHEET AVERAGES:
Average Loans $989,415 $778,331
Average Assets 1,656,446 1,344,122
Average Earning Assets 1,589,245 1,278,639
Average Deposits 1,030,360 978,367
Average Equity 182,272 186,945
Average Tangible Equity 155,236 160,528
ASSET QUALITY SUMMARY:
Net Charge-offs $144 $101
Nonperforming Loans 1,225 2,501
Nonperforming Assets/Total Assets 0.10% 0.26%
Allowance For Loan Loss/Total Loans 1.17% 1.39%
Allowance For Loan Loss/Nonperforming Loans 978.86% 445.82%
</TABLE>
(1) IN CALCULATING THESE RATIOS, NON-INTEREST EXPENSE EXCLUDES GOODWILL
AMORTIZATION. THE ACTUAL EFFICIENCY RATIO AND RATIO OF NON-INTEREST EXPENSE TO
AVERAGE ASSETS WERE 49.23% AND 1.62%, RESPECTIVELY, FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1998, 52.00% AND 2.01%, RESPECTIVELY, FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1997.
(2) IN CALCULATING THESE RATIOS, NON-INTEREST EXPENSE EXCLUDES NON-CASH EXPENSES
RELATED TO GOODWILL AMORTIZATION AND AMORTIZATION COSTS RELATED TO STOCK BENEFIT
PLANS.
