DIME FINANCIAL CORP /CT/
10-Q, 1997-11-14
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


[X]   Quarterly report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended September 30, 1997 or

[ ]   Transition report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from ____________________
      to ____________________.


                        Commission File Number 0-17494


                          DIME FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


              Connecticut                             06-1237470
- -------------------------------------------------------------------------------
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)


  95 Barnes Road, Wallingford, Connecticut               06492
- -------------------------------------------------------------------------------
  (address of principal executive offices)             (zip code)


Registrant's telephone number, including area code:  (203) 269-8881

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            YES  [X]     NO  [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock - $1.00 par value; 5,162,237 shares were outstanding as of October
31, 1997.


The total number of pages in this report is 29
Exhibit Index is on page 25


<PAGE> 1


                   DIME FINANCIAL CORPORATION AND SUBSIDIARY

                                     INDEX

<TABLE>
<CAPTION>
                                                                               Page No.
                                                                               --------
<S>                                                                             <C>
Part I   Financial Information

Item 1.  Financial Statements

         Consolidated Statements of Condition
           September 30, 1997 and 1996 (unaudited) and December 31, 1996            3

         Consolidated Statements of Operations
           Three months ended September 30, 1997 and 1996 (unaudited) and 
           nine months ended September 30, 1997 and 1996 (unaudited)                3

         Selected Financial Highlights                                              3

         Consolidated Statement of Changes in Shareholders' Equity (unaudited)      4

         Consolidated Statements of Cash Flows
           Nine months ended September 30, 1997 and 1996 (unaudited)                5

         Notes to Consolidated Financial Statements (unaudited)                  6-11

Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations                                                  12-22


Part II  Other Information

Item 6.  Exhibits and Reports on Form 8-K                                          23

Signatures                                                                         24

Exhibit Index                                                                      25
</TABLE>


<PAGE> 2


Part I. - FINANCIAL INFORMATION

      Item 1. Financial Statements

      The registrant incorporates herein by reference the following information
      from its Quarterly Report to Shareholders for the quarters ended
      September 30, 1997 and 1996, filed as Exhibit 19 hereto:


      Consolidated Statements of Condition (unaudited)

      Consolidated Statements of Operations (unaudited)

      Selected Financial Highlights 


<PAGE> 3


                  Dime Financial Corporation and Subisdiary
           Consolidated Statement of Changes in Shareholders' Equity
                    Nine Months Ended September 30, 1997


<TABLE>
<CAPTION>
                                                                                 Net Unrealized
                                                                                 Gain (Loss) on
                                                      Additional    Retained       Available
                                            Common     Paid-in      Earnings        for Sale       Treasury
(dollars in thousands)                      Stock      Capital      (Deficit)      Securities       Stock       Total
                                            ------    ----------    ---------    --------------    --------    -------

<S>                                         <C>        <C>           <C>            <C>            <C>         <C>
Balance at December 31, 1996                $5,481     $ 52,209      $ 8,788        $  (969)       $(2,898)    $62,611
  Net Income                                                          12,319                                    12,319
  Options Exercised                             33          371                                                    404
  Dividends Paid                                                      (1,492)                                   (1,492)
  Change in net unrealized gain (loss)
   on securities available for sale                                                   1,192                      1,192
                                            --------------------------------------------------------------------------
Balance at September 30, 1997               $5,514     $ 52,580      $19,615        $   223        $(2,898)    $75,034
                                            ==========================================================================
</TABLE>


<PAGE> 4


Item 1 (cont'd)

                   DIME FINANCIAL CORPORATION AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
           Nine months ended September 30, 1997 and 1996 (unaudited)

<TABLE>
<CAPTION>

(Dollars in thousands)                                              1997         1996
                                                                  ---------    ---------

<S>                                                               <C>          <C>
Cash flows from operating activities:
  Net income                                                      $  12,319    $   9,068
  Adjustments to reconcile net income to net cash provided
   by operating activities:
    Provision for loan losses                                           150        1,750
    Depreciation and amortization                                       626          755
    Amortization/Accretion investments, net                            (845)        (460)
    Amortization of intangible assets                                   262          263
    Amortization of net deferred loan fees                             (165)         (46)
    Gain on investment securities                                      (161)        (203)
    Gains on sale of other real estate owned                            (59)        (486)
    Increase in accrued income receivable                            (1,783)        (744)
    (Increase) decrease in other assets                                (828)       1,288
    Increase in other liabilities                                     1,388           46 
                                                                   ---------------------
        Net cash provided by operating activities                    10,904       11,231
                                                                   ---------------------  

  Cash flows from investing activities:
    Available for sale investment securities:
      Proceeds from sale of investment securities                    15,023        4,076
      Investment securities purchased                               (14,997)     (19,745)
      Proceeds from principal payments                                3,042        1,431
    Available for sale mortgage-backed securities:
      Mortgage-backed securities purchased                         (219,192)    (115,690)
      Proceeds from principal payments                               23,754        8,915
      Proceeds from sale of mortgage-backed securities               29,072       62,604
    Held to maturity investment securities:
      Investment securities purchased                               (56,999)     (60,680)
      Proceeds from maturity of investment securities                37,500       22,000
    Held to maturity mortgage-backed securities:
      Mortgage-backed securities purchased                           (2,956)          --
      Proceeds from principal payments                                  148           --
    Net decrease in loans                                            17,657       40,905
    Proceeds from sale of loans                                       1,639        1,326
    Purchase of premises and equipment                                 (142)        (349)
    Proceeds from sale of bank-owned buildings                           --          245
    Proceeds from sale of other real estate owned                       958        1,870
                                                                  ----------------------
        Net cash used by investing activities                      (165,493)     (53,092)
                                                                  ----------------------

  Cash flows from financing activities:
    Net increase in deposits                                        166,422       25,719
    Net payments of FHLB of Boston advances                         (10,000)          --
    Proceeds from exercise of DFC stock options                         377        1,086    
    Payments of cash dividends                                       (1,492)      (1,115)    
                                                                  ----------------------
        Net cash provided by financing activities                   155,307       25,690
                                                                  ----------------------
Net increase (decrease) in cash and cash equivalents                    718      (16,171)
Cash and cash equivalents at beginning of period                     31,875       35,489
                                                                  ----------------------  
Cash and cash equivalents at end of period                        $  32,593    $  19,318
                                                                  ======================
</TABLE>


<PAGE> 5


Item 1 (cont'd)

                   DIME FINANCIAL CORPORATION AND SUBSIDIARY
                  Notes to Consolidated Financial Statements
                        September 30, 1997 (unaudited)


1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
Dime Financial Corporation's 1996 Annual Report and Proxy Statement dated March
12, 1997. In the opinion of management, the accompanying consolidated financial
statements reflect all necessary adjustments, consisting of normal recurring
accruals for a fair presentation of results as of the dates and for the periods
covered by the consolidated financial statements. The results of operations of
the interim period may not be indicative of results for the entire 1997 fiscal
year.


2. EARNINGS PER SHARE

The calculation of earnings per share is based on the weighted average number
of common shares and common stock equivalents outstanding during the periods
presented. Actual shares outstanding totalled 5,161,987 at September 30, 1997
and 5,129,289 at September 30, 1996.

<TABLE>
<CAPTION>

                                                     Three Months Ended    Nine Months Ended
                                                     ------------------    ------------------
(dollars in thousands, except share data)            9/30/97    9/30/96    9/30/97    9/30/96
                                                     -------    -------    -------    -------

<S>                                                  <C>        <C>        <C>        <C>
Net income                                           $ 4,395    $ 3,169    $12,319    $ 9,068
                                                     ========================================

Weighted Average Common Shares and Common Stock
 Equivalents Outstanding                               5,423      5,226      5,356      5,140

Primary earnings per share                           $  0.81    $  0.61    $  2.30    $  1.76
                                                     ========================================

Weighted Average Common Shares and Common Stock
 Equivalents Outstanding                               5,451      5,262      5,439      5,206

Fully diluted earnings per share                     $  0.81    $  0.60    $  2.26    $  1.74
                                                     ========================================
</TABLE>


<PAGE> 6


2. EARNINGS PER SHARE (cont'd)


The Financial Accounting Standards Board has recently issued SFAS No. 128,
"Earnings per Share." This statement simplifies the computation of earnings per
share (EPS) by replacing the presentation of primary EPS with basic EPS. Under
the new statement, dual presentation of basic and diluted EPS is required on
the face of the income statement for entities with complex capital structures.
A reconciliation of the numerator and denominator used in the basic EPS
computation to the diluted EPS computation's numerator and denominator is also
required. SFAS No. 128 is effective for financial statements issued for periods
ending after December 15, 1997 including interim periods. Upon adoption of SFAS
No. 128, the Company expects basic EPS to be slightly higher than the currently
disclosed primary EPS. Diluted EPS, under SFAS No. 128, is expected to be
comparable to the currently disclosed fully diluted EPS.


<PAGE> 7


3.  INVESTMENT SECURITIES

The carrying values, approximate market values, and maturity groupings of 
investment securities are as follows:

<TABLE>
<CAPTION>

                                                       September 30, 1997        September 30, 1996
                                                      ---------------------    ----------------------
                                                      Amortized     Market     Amortized     Market
(Dollars in Thousands)                                  Cost        Value        Cost        Value
                                                      ---------    --------    ---------    ---------

<S>                                                   <C>          <C>         <C>           <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE:
U.S. Government-sponsered agency obligations:
  After 1 but within 5 years                          $  4,000     $  3,997          --            --
  After 5 but within 10 years                            8,000        7,974          --            --
Asset-backed securities:
  After 10 years                                        11,313       11,468    $ 15,350      $ 15,403
Domestic obligations:
  After 5 but within 10 years                               --           --       3,000         2,997
Equity Securities                                           12           12          12            12
                                                      -----------------------------------------------
Total Investment Securities Available for Sale        $ 23,325     $ 23,451    $ 18,362      $ 18,412
                                                      ===============================================

INVESTMENT SECURITIES HELD TO MATURITY:
U.S. treasury securities:
  After 1 but within 5 years                          $  3,470     $  3,528    $  2,435      $  2,435
  After 5 but within 10 years                               --           --       1,011         1,043
U.S Government-sponsored agency obligations:
  Within 1 year                                          2,968        2,993          --            --
  After 1 but within 5 years                            47,934       47,955      50,837        50,426
  After 5 but within 10 years                           85,451       85,202      36,351        35,197
                                                      -----------------------------------------------
Total Investment Securities Held to Maturity          $139,823     $139,678    $ 90,634      $ 89,101
                                                      ===============================================

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE:
Mortgage-backed securities:
  GNMA                                                $ 48,826     $ 49,304    $ 44,810      $ 44,350
  FNMA                                                      --           --       2,905         2,881
  FHLMC                                                     --           --         748           745
REMIC / CMO's                                          278,519      278,284      91,155        89,822
                                                      -----------------------------------------------
Total Mortgage-backed Sec. Available for Sale         $327,345     $327,588    $139,618      $137,798
                                                      ===============================================

MORTGAGE-BACKED SECURITIES HELD TO MATURITY:
REMIC / CMO's                                         $  2,805     $  2,804          --            --
                                                      -----------------------------------------------
Total Mortgage-backed Sec. Held to Maturity           $  2,805     $  2,804          --            --
                                                      ===============================================
</TABLE>


<TABLE>
<CAPTION>

                                                       September 30, 1997     September 30, 1996
                                                       ------------------     ------------------

<S>                                                          <C>                    <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE:
Gross unrealized gains                                       $  155                 $   57
Gross unrealized losses                                      $   29                 $    7

INVESTMENT SECURITIES HELD TO MATURITY:
Gross unrealized gains                                       $  212                 $   55
Gross unrealized losses                                      $  357                 $1,588

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE:
Gross unrealized gains                                       $1,027                 $   10
Gross unrealized losses                                      $  784                 $1,830

MORTGAGE-BACKED SECURITIES HELD TO MATURITY:
Gross unrealized losses                                      $    1                     --
</TABLE>


<PAGE> 8


4. ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>

                                                                         Nine Months Ended 
                                                                           September 30,
                                                                       ----------------------
                                                                         1997         1996
                                                                       ---------    ---------
                                                                           (In Thousands)

<S>                                                                    <C>          <C>
Balance at January 1,                                                  $ 12,929     $ 12,779
Provision for loan losses                                                   150        1,750
Charge-offs                                                              (1,042)      (2,036)
Recoveries                                                                  149        1,268
                                                                       ---------------------
Balance at September 30,                                               $ 12,186     $ 13,761
                                                                       =====================

Average loans                                                          $390,293     $433,468
Net charge-offs as a percentage of average loans                           0.23%        0.18%
Non-performing loans                                                   $  2,837     $  6,052
Allowance for loan losses as a percentage of non-performing loans        429.47%      227.36%
Allowance for loan losses as a percentage of total loans                   3.21%        3.33%
</TABLE>


5. NON-PERFORMING ASSETS

<TABLE>
<CAPTION>

                                                               September 30,
                                                           --------------------
                                                             1997        1996
                                                           --------    --------
                                                              (In Thousands)

<S>                                                        <C>         <C>
Mortgage loans on real estate                              $ 2,437     $ 5,118
Commercial loans                                               204         659
Consumer loans                                                 196         275
     Total non-performing loans                              2,837       6,052
Other real estate owned, net                                   507         825
     Total non-performing assets                           $ 3,344     $ 6,877

Non-performing loans as a percentage of total loans           0.75%       1.47%
Non-performing assets as a percentage of total assets         0.36%       0.99%
</TABLE>


<PAGE> 9


6. IMPAIRED LOANS

Impaired loans are commercial, commercial real estate, non-owner occupied
residential mortgage loans, and individually significant owner-occupied
residential mortgage and consumer loans for which it is probable that the
Company will not be able to collect all amounts due according to the
contractual terms of the loan agreement. Owner occupied residential mortgage
and consumer loans which are not individually significant are measured for
impairment collectively.

The definition of "impaired loans" is not the same as the definition of
"non-accrual loans". Non-accrual loans include impaired loans and are those on
which the accrual of interest is discontinued when collectibility of principal
or interest is uncertain or payments of principal or interest have become
contractually past due 90 days. The Company does not accrue income on loans
that are past due 90 days or more except in the case of education loans which
are conditionally guaranteed. Education loans which were 90 days or more past
due at September 30, 1997 and in accrual status totalled $101,000. The Company
may choose to place a loan on non-accrual status while not classifying the loan
as impaired if it is probable that the Company will collect all amounts due in
accordance with the contractual terms of the loan.

Factors considered by management in determining impairment include payment
status and collateral value. Loans that experience insignificant payment delays
and insignificant shortfalls are not classified as impaired. Management
determines the significance of payment delays and payment shortfalls on a
case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of delay, reasons
for delay, the borrower's prior payment record, and the amount of the shortfall
in relation to the total debt owed. The amount of impairment is generally
determined by the difference between the fair value of underlying collateral
securing the loan and the recorded amount of the loan.

Interest payments received from commercial mortgage loans, commercial business
loans, and non-owner occupied residential investment mortgage loans which have
been classified as impaired are generally applied to the carrying value of such
loans. Interest payments received from all other loans which are classified as
impaired are recognized on a cash basis.

At September 30, 1997 impaired loans totalled $3.1 million with a related
allowance of $595,000 compared with impaired loans at September 30, 1996 of
$4.0 million with a related allowance of $695,000. Management believes that the
valuation allowance for impaired loans at September 30, 1997 is adequate.


<PAGE> 10


7. FHLBB ADVANCES

Federal Home Loan Bank of Boston advances consisted of the following:

<TABLE>
<CAPTION>

                                         September 30,
                                      --------------------
                                        1997        1996
                                      --------    --------
                                         (In Thousands)
 
        <S>                           <C>         <C>
        5.61% due 1997                   5,000          --
        7.16% due 1997                      --      25,000
        6.05% due 1998                  15,000      15,000
        6.66% due 1999                  10,000          --
        6.29% due 1999                  10,000      10,000
        6.51% due 2000                   8,000       8,000
        Total FHLBB advances          $ 48,000    $ 58,000
</TABLE>


<PAGE> 11


Item 2:

                   DIME FINANCIAL CORPORATION AND SUBSIDIARY
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


GENERAL

Dime Financial Corporation of Wallingford, Connecticut (the "Company"),
organized in 1988, is the parent company of one wholly-owned subsidiary, The
Dime Savings Bank of Wallingford ("Dime") which was organized in 1871.
Consolidated assets as of September 30, 1997 were $921.5 million.

The Company provides a full range of banking services to individual and
corporate customers through its subsidiary which operates eleven retail banking
offices in six contiguous communities within New Haven County, Connecticut.
Products and services offered include a variety of savings, time, and checking
products, as well as numerous mortgage loans, consumer loans, and commercial
loans. Deposits are insured by the Federal Deposit Insurance Corporation
("FDIC") up to certain limits under the law.


FINANCIAL CONDITION

The Company's earnings primarily depend upon the difference between the
interest and dividend income earned on loans and investments and the interest
expense paid on deposits and borrowed money ("net interest income"). The
difference between the average interest rate earned on loans and investments
and the average interest rate paid on deposits and borrowings is affected by
economic factors influencing general interest rates, loan demand, the level of
non-performing loans, and savings flows as well as the effects of competition
for loans and deposits. Net income is also affected by gains and losses on
investment securities transactions and other operating income such as service
charges and fees offset by additions to the provision for loan losses, other
operating expenses and income tax expense.

In the third quarter of 1997, the Company reported net income of $4.4 million
or $0.81 per share on a fully diluted basis compared with net income of $3.2
million or $0.60 per share on a fully diluted basis for the quarter ended
September 30, 1996. Net income for the nine month period ended September 30,
1997 totalled $12.3 million or $2.26 per share on a fully diluted basis
compared with net income of $9.1 million or $1.74 per share on a fully diluted
basis for the nine month period ended September 30, 1996. Results for 1997 were
affected primarily by a lower provision to the allowance for loan losses and
improvement in net interest income.


<PAGE> 12


The provision to the allowance for loan losses totalled $50,000 for the quarter
ended September 30, 1997 compared with a provision of $450,000 during the third
quarter of 1996. The provision to the allowance for loan losses for the nine
months ended September 30, 1997 totalled $150,000 compared with $1.8 million
for the year earlier period. The change in the provision from 1996 reflects a
reduction in non-performing loans and total loans outstanding as well as
improvement in the coverage ratio of the allowance for loan losses to
non-performing loans.

Net interest income totalled $7.2 million for the quarter ended September 30,
1997 representing a net interest rate spread ("spread") of 2.73% and a net
interest margin ("margin") of 3.29% compared with net interest income of $6.3
million for the quarter ended September 30, 1996 representing a spread of 3.20%
and a margin of 3.76%. Net interest income for the nine months ended September
30, 1997 totalled $20.9 million representing a spread of 2.85% and a margin of
3.39% as compared with net interest income of $19.6 million for the nine months
ended September 30, 1996 representing a spread of 3.40% and a margin of 3.94%.
The increase in net interest income was primarily caused by a larger volume of
interest-earning assets which was partially offset by a decrease in the spread
and margin. The decrease in the spread and margin was due primarily to the
combination of higher costing deposits, a lower loan yield, and a greater
volume of short-term investments, on average, as a percentage of assets.

Operating expenses, excluding the net cost of operations of other real estate
owned ("OREO operations") equalled $3.4 million for the quarter ended September
30, 1997 compared with $3.2 million for the third quarter of 1996. Total
operating expenses excluding OREO operations for the nine month period ended
September 30, 1997 were $10.1 million compared with $10.8 million for the nine
month period ended September 30, 1996. The decrease in operating expenses
during 1997 was caused primarily by a decrease in occupancy and equipment
expenses resulting from the outsourcing of data processing operations during
the second quarter of 1996.

OREO operations may include gains or losses on the sale of OREO, writedowns of
OREO, and expenses to operate and maintain OREO. The net cost (benefit) of
operation of OREO equalled a net gain of $51,000 for the third quarter of 1997
compared with a net cost of $67,000 for the third quarter of 1996. For the
first nine months of 1997 the OREO operations equalled a net cost of $48,000
compared with a net gain of $223,000 for the same period in 1996. The increase
in costs during 1997 was primarily due to a reduction in gains realized on the
sales of OREO compared with the first nine months of 1996.

At September 30, 1997, the Company's allowance for loan losses was $12.2
million or 429.47% of non-performing loans, 364.39% of non-performing assets,
and 3.21% of total loans. At December 31, 1996, the allowance for loan losses
was $12.9 million, or 503.07% of non-performing loans, 342.02% of
non-performing assets, and 3.23% of total loans. At September 30, 1996, the
allowance for loan losses was $13.8 million, or 227.36% of non-performing
loans, 200.09% of non-performing assets, and 3.33% of total loans.


<PAGE> 13


At September 30, 1997, non-performing loans totalled $2.8 million, or 0.75% of
total loans, compared with $2.6 million, or 0.64% of total loans at December
31, 1996, and compared with $6.1 million, or 1.47% of total loans at September
30, 1996. Other real estate owned totalled $507,000 at September 30, 1997,
compared with $1.2 million at December 31, 1996 and $825,000 at September 30,
1996. Total non-performing assets, were $3.3 million, or 0.36% of total assets
at September 30, 1997, compared with $3.8 million or 0.50% of total assets at
December 31, 1996, and compared with $6.9 million or 0.99% of total assets at
September 30, 1996.

Total assets grew to $921.5 million at September 30, 1997 representing an
increase of $170.2 million or 23% from December 31, 1996 and increased $229.7
million or 33% from September 30, 1996. The growth in assets was due to an
increase in the investment securities portfolio and was funded by deposit
growth. Investment securities, excluding the investment in FHLBB stock,
totalled $493.7 million at September 30, 1997 representing an increase of
$188.4 million or 62% from December 31, 1996 and representing an increase of
$246.8 million or 100% from September 30, 1996. Deposits totalled $792.5
million at September 30, 1997 representing an increase of $166.4 million or 27%
from December 31, 1996 and representing an increase of $223.5 million or 39%
from September 30, 1996. The growth in deposits was the result of enhanced
retail marketing efforts. In addition, $28 million of retail brokered deposits
were added compared with the prior year.

Gross loans totalled $380.0 million at September 30, 1997 representing a
decrease of $20.2 million or 5% from December 31, 1996 and down $32.8 million
or nearly 8% from September 30, 1996. The reduction in total loans outstanding
was caused primarily by a decrease in the demand for quality loans.


ASSET QUALITY

The composition of the Company's balance sheet has changed over the past year.
Fierce competition and highly competitive pricing tempered loan production as
management believed that the pricing necessary to sustain the loan portfolio
was inconsistent with the risk presented. As a result, the Company focused on
the investment securities portfolio. The Company's investment securities
portfolio equalled $493.7 million representing approximately 54% of total
assets at September 30, 1997 compared with $246.8 million or approximately 36%
of total assets at September 30, 1996. While the portfolio increased over the
past year, the quality of the investments continue to be of the highest caliber
consisting entirely of U.S. Treasury securities, U.S. Government Agency
securities, U.S. Government-Sponsored Agency securities and AAA rated
non-Agency securities. Included within the total portfolio are $278.3 million
of collateralized mortgage obligations ("CMO").


<PAGE> 14


Ongoing loan review procedures assess loan quality in addition to providing the
Board and management with analysis to determine that the allowance for loan
losses is sufficient given the risks inherent in the loan portfolio at a point
in time. During the third quarter of 1997 the Company added $50,000 to the
allowance for loan losses compared with a provision of $450,000 in the second
quarter of 1996. The Company added $150,000 for the first nine months of 1997
compared with a provision of $1.8 million for the same period in 1996. The
decreased provision in 1997 reflects a reduction in non-performing loans and
total loans outstanding as well as continued strength in the coverage ratio of
the allowance for loan losses to non-performing loans.

In addition to non-performing loans, management has classified performing loans
totalling $1.8 million as substandard for internal purposes, at September 30,
1997 compared with $1.6 million at September 30, 1996 and compared with $3.3
million at December 31, 1996. Substandard loans are inadequately protected by
the current sound worth and paying capacity of the obligor or the collateral
pledged, if any, and must have a well-defined weakness or weaknesses that
jeopardize the liquidation of the debt. These loans are still performing and
management does not have serious doubt as to their collectibility.


ASSET / LIABILITY MANAGEMENT

The primary objective of asset / liability management is to maximize net
interest income while ensuring adequate liquidity, and while maintaining an
appropriate balance between interest rate sensitive assets and interest rate
sensitive liabilities. Interest rate sensitivity management seeks to minimize
fluctuating net interest margins and to enhance consistent growth of net
interest income through periods of changing interest rates.

The Company has an asset / liability committee ("ALCO") which meets weekly to
discuss loan and deposit pricing and trends, current liquidity and interest
rate risk positions, interest rates and economic trends and other relevant
information. To aid in the measurement of interest rate risk, the Company
utilizes an asset / liability management model which, given many key
assumptions, projects estimated results within the constraints of those
assumptions. The model is also used to estimate movement within the balance
sheet, given certain scenarios, and to measure the effects of that movement on
net interest income.

During the second quarter of 1997, Dime entered into interest rate contracts in
order to hedge against future changes in net interest income caused by
fluctuations in the level of prevailing interest rates. Dime purchased an
interest rate floor contract with a notional value of $10.0 million for a three
year period. This hedge was purchased in order to mitigate the impact of
falling interest rates which could cause increases in prepayment within the
loan, mortgage-backed security, and CMO portfolios. The contract calls for
payments to be made to Dime when the three month London Interbank Offering Rate
("LIBOR" or "the index") falls below a specified level at certain measurement
dates. The premium for this contract is amortized over the life of the contract
and is recorded as a reduction of interest income.


<PAGE> 15


Dime also entered into interest rate cap corridor contracts with a notional
amount totalling $20.0 million for a three year period. This hedge was
purchased in order to mitigate the impact of rising interest rates which could
cause an increase in the cost of funds. This contract calls for payments to be
made to the Bank when the same index rises above a specified level at certain
measurement dates. The premiums for these contracts are amortized over the life
of the contract and are recorded as an increase in interest expense.

The costs of these contracts are fixed to Dime. No additional interest rate
contracts were entered into during the third quarter of 1997 and no interest
rate contracts were outstanding prior to the second quarter of 1997.


LIQUIDITY MANAGEMENT

Liquidity management involves the ability to meet the cash flow requirements of
the Company's loan and deposit customers. Cash on hand, deposits at other
financial institutions, interest-bearing deposits with an original maturity of
three months or less, and Federal funds sold are the principal sources of
liquidity. Cash and cash equivalents amounted to $32.6 million at September 30,
1997, compared with $19.3 million at September 30, 1996. Cash and cash
equivalents represented 3.54% of total assets at September 30, 1997 compared
with 2.79% of total assets at September 30, 1996. The Company believes that
liquidity is sufficient to meet currently known demands and commitments.

Principal sources of funds include cash receipts from deposits, loan principal
and interest payments, earnings on investments, and proceeds from amortizing
and maturing investments. The current principal uses of funds include
disbursements to fund investment purchases, loan originations, payments of
interest on deposits, and payments to meet operating expenses.

During the first nine months of 1997, deposits increased by $166.4 million from
$626.1 million at December 31, 1996 to $792.5 million at September 30, 1997. In
addition to the increase in the retail deposit base, Dime sold retail brokered
certificates of deposit ("brokered deposits"). During 1996, when these were
first introduced, the Bank sold $3 million of brokered deposits. During the
first nine months of 1997, Dime sold an additional $25 million of brokered
deposits, to total $28 million at September 30, 1997.

Dime is a member of the Federal Home Loan Bank of Boston ("FHLBB") and as a
member may borrow from the FHLBB to secure additional funds. At September 30,
1997, FHLBB borrowings equalled $48.0 million, down from $58.0 million at
year-end 1996 and September 30, 1996. Funds may be derived from the FHLBB,
retail brokered certificates, or from other alternative funding sources.


<PAGE> 16


The Company's primary source of funds is in the form of dividends received from
its subsidiary bank, Dime. Therefore, the liquidity and the capital resources
of the Company are largely dependent upon the liquidity, profitability, and
capital position of its subsidiary, and the ability of the subsidiary to
declare and pay dividends under applicable laws and regulations. The Company
must comply with the capital ratio requirements set by the Board of Governors
of the Federal Reserve while Dime must comply with the capital ratio
requirements set by the FDIC. At September 30, 1997 the Tier 1 leverage capital
ratio of Dime was 8.13%. The following table presents the Company's risk-based
and leverage capital ratios:

<TABLE>
<CAPTION>

                                                      September 30,
                                                    ----------------
                                        Required     1997      1996
                                        --------    ------    ------

        <S>                               <C>       <C>       <C>
        Tier I risk-based capital         4.0%      19.94%    17.62%
        Total risk-based capital          8.0%      21.22%    18.90%
        Leverage capital                  4.0%       8.14%     8.41%
</TABLE>


On October 15, 1997 the Board of Directors increased the regular quarterly
dividend payment to $0.11 per share payable on November 18, 1997 to
shareholders of record on November 4, 1997.


<PAGE> 17


COMPARATIVE ANALYSIS

The following table sets forth the dollar increases (decreases) in the
components of the Company's consolidated statements of operations during the
periods indicated and is followed by management's discussion of the various
changes.


<TABLE>
<CAPTION>

                                       Three months ended    Nine months ended
                                       September 30, 1997    September 30, 1997
                                          compared to            compared to
                                       September 30, 1996    September 30, 1996
                                       ------------------    ------------------

<S>                                          <C>                   <C>
Interest income                              $3,690                $7,677
Interest expense                              2,824                 6,343
                                             ----------------------------
Net interest income                             866                 1,334
Provision for loan losses                      (400)               (1,600)
Investment securities gains, net                112                   (42)
Other operating income                          (18)                   (6)
Other operating expenses                         99                  (410)
                                             ----------------------------
Income before income taxes                    1,261                 3,296
Income tax expense                               35                    45
                                             ----------------------------
Net income                                   $1,226                $3,251
                                             ============================
</TABLE>


               Quarter and Nine months Ended September 30, 1997
                                 Compared with
               Quarter and Nine months Ended September 30, 1996


General. Net income for the quarter ended September 30, 1997, was $4.4 million
or $0.81 per share, compared with net income of $3.2 million or $0.60 per share
for the same period in 1996. Net income for the nine months ended September 30,
1997 totalled $12.3 million or $2.26 per share compared with $9.1 million or
$1.74 per share for the first nine months of 1996. The change in net income was
influenced primarily by a decrease in the provision for loan losses and an
improvement in net interest income.

Interest Income. Interest income for the quarter ended September 30, 1997
totalled $16.3 million representing an average yield on interest earning assets
of 7.44% and totalled $46.0 million for the nine months ended September 30,
1997 representing an average yield on interest earning assets of 7.47%.
Interest income for the quarter ended September 30, 1996 totalled $12.6 million
and represented an average yield on interest earning assets of 7.49% and
totalled $38.3 million for the nine months ended September 30, 1996 and
represented an average yield of 7.72%. The increase in interest income was
caused primarily by an increase in the volume of interest-earning assets. The
decrease in yield was caused primarily by a change in the mix of
interest-earning assets as higher yielding loans decreased and lower yielding
investment securities increased.


<PAGE> 18


Interest Expense. Interest expense totalled $9.2 million for the quarter ended
September 30, 1997 representing an average cost of funds of 4.71% and totalled
$25.0 million for the nine months ended September 30, 1997 representing an
average cost of funds of 4.62%. Total interest expense for the quarter ended
September 30, 1996 was $6.3 million which represented an average cost of funds
of 4.29% and totalled $18.7 million for the first nine months of 1996 which
represented an average cost of funds of 4.32%. The increase in interest expense
was caused primarily by an increase in the volume of interest-bearing deposits.
The increase in the cost of funds was caused by an increase in the volume of
higher-costing certificates of deposit versus lower-costing savings deposits.
In addition, during the latter part of 1996 and into 1997 the Company
introduced an aggressive marketing effort to highlight our money market
product, the insured investment account. Success in this effort has generated
growth of $36.6 million during the first nine months of 1997.

In an effort to expand and diversify the funding alternatives traditionally
utilized, Dime sold retail brokered certificates of deposit ("brokered
deposits") and actively solicited a local municipality for deposits. During the
first nine months of 1997, Dime sold $25 million of brokered deposits, to
increase the portfolio outstanding to $28 million at September 30, 1997.
Municipal time deposits increased $17.0 million during 1997 to total $18.5
million at September 30, 1997.

Net Interest Income. Net interest income totalled $7.2 million for the quarter
ended September 30, 1997 compared with $6.3 million for the quarter ended
September 30, 1996. Net interest income totalled $20.9 million for the first
nine months of 1997 compared with $19.6 million for the first nine months of
1996. The net interest rate spread for the quarter ended September 30, 1997 was
2.73% compared with 3.20% for the quarter ended September 30, 1996. The net
interest rate spread for the nine months ended September 30, 1997 was 2.85%
down from the prior year spread of 3.40%. The net interest margin was 3.29% for
the third quarter of 1997 compared with a net interest margin of 3.76% for the
third quarter of 1996. The net interest margin was 3.39% for the first nine
months of 1997 compared with a net interest margin of 3.94% for the nine months
ended September 30, 1996. The following table summarizes the yields for the
major components of net interest income for the periods presented:


<PAGE> 19


                      Comparative Interest Spread Table
                   For the quarters and nine months ended


<TABLE>
<CAPTION>

                                         Quarter    Quarter      YTD        YTD
                                         9/30/97    9/30/96    9/30/97    9/30/96
                                         -------    -------    -------    -------

<S>                                       <C>        <C>        <C>        <C>
Interest Earning Assets:
Loans                                     8.25%      8.01%      8.20%      8.37%
Investment Securities                     6.89%      6.72%      6.89%      6.57%
Federal Funds Sold                        5.54%      5.26%      5.36%      5.23%

Yield on Interest Earning Assets          7.44%      7.49%      7.47%      7.72%

Interest Bearing Liabilities:
Deposits                                  4.61%      4.03%      4.48%      4.03%
Borrowings                                6.30%      6.63%      6.44%      6.83%

Cost of Interest Bearing Liabilities      4.71%      4.29%      4.62%      4.32%

Net Interest Rate Spread                  2.73%      3.20%      2.85%      3.40%

Net Interest Margin                       3.29%      3.76%      3.39%      3.94%
</TABLE>


Provision for Loan Losses. The provision to the allowance for loan losses for
the quarter ended September 30, 1997 totalled $50,000 compared with a provision
of $450,000 for the third quarter of 1996. The provision for the first nine
months of 1997 totalled $150,000 compared with a provision of $1.8 million for
the first nine months of 1996.

Investment Securities Gains (Losses), Net. The Company recorded $161,000 of net
realized investment security gains during the first nine months of 1997
compared with net realized security gains of $203,000 recorded during the year
earlier period.

Other Operating Income. Other operating income totalled $534,000 for the third
quarter of 1997 compared with $552,000 in the third quarter of 1996 and
totalled $1.5 million for the first nine months of 1997 and 1996. The following
table comparatively summarizes the categories of other operating income:


<PAGE> 20


OTHER OPERATING INCOME:

<TABLE>
<CAPTION>

                                                  Quarter    Quarter      YTD        YTD
(Dollars in thousands)                            9/30/97    9/30/96    9/30/97    9/30/96
                                                  -------    -------    -------    -------

<S>                                                <C>        <C>       <C>        <C>
Deposit account fees                               $428       $421      $1,228     $1,210

Customer service fees                                40         39         107        105

Fees from savings bank life insurance sales          31         31         132        126

Loan and loan servicing fees                         10         11          33         35

Other fees                                           25         50          37         67
                                                   --------------------------------------
Total Other Operating Income                       $534       $552      $1,537     $1,543
                                                   ======================================
</TABLE>


Other Operating Expenses. Total operating expenses, including OREO operations,
equalled $3.4 million for the third quarter of 1997 compared with total
operating expenses of $3.3 million for the third quarter of 1996. Total
operating expenses for the nine month period ended September 30, 1997 were
$10.1 million compared with $10.6 million for the nine month period ended
September 30, 1996. The following table comparatively illustrates the
categories of operating expenses:


OPERATING EXPENSES
(Dollars in thousands)

<TABLE>
<CAPTION>

                                           Quarter    Quarter      YTD        YTD
                                           9/30/97    9/30/96    9/30/97    9/30/96
                                           -------    -------    -------    -------

<S>                                        <C>        <C>        <C>        <C>
Salaries and Employee Benefits             $1,740     $1,628     $ 5,085    $ 5,036
Professional Services                         617        574       1,756      1,668
Occupancy and Equipment                       452        534       1,423      2,147
FDIC Assessment                                21          1          59         79
Net Cost (Gain) of OREO operations            (51)        67          48       (223)
Restructure Expense, net                       --         --          --        340
Other Operating Expenses                      579        455       1,770      1,504
                                           ----------------------------------------
      Total Operating Expenses             $3,358     $3,259     $10,141    $10,551
                                           ========================================
</TABLE>


<PAGE> 21

Income Taxes. Income tax expense for the third quarter and nine months ended
September 30, 1997 totalled $35,000. No income tax expense was recorded during
1996 and the first six months of 1997 because of a reduction in the valuation
allowance due to projected earnings.


<PAGE> 22



DIME FINANCIAL CORPORATION AND SUBSIDIARY

PART II OTHER INFORMATION


      Item 6 Exhibits and Reports on Form 8-K

      a.    The following exhibits are included in this report:

      Exhibit No.    Description
      -----------    ----------------------

          19         Report furnished to the Company's shareholders for the 
                     quarter ended September 30, 1997.

          27         Financial Data Schedule


      b.    No report on form 8-K has been filed by the registrant with the
            Securities and Exchange Commission during the quarter ended
            September 30, 1997.


<PAGE> 23


DIME FINANCIAL CORPORATION AND SUBSIDIARY


                                  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 thereunto duly authorized.



DIME FINANCIAL CORPORATION


Date:  November 13, 1997            /s/ Richard H. Dionne
                                    ------------------------------------------
                                        Richard H. Dionne
                                        President & Chief Executive Officer 


Date:  November 13, 1997            /s/ Albert E. Fiacre, Jr.
                                    ------------------------------------------
                                        Albert E. Fiacre, Jr.
                                        Executive Vice President and Chief
                                        Financial Officer


Date:  November 13, 1997            /s/ Robert P. Simon
                                    ------------------------------------------
                                        Robert P. Simon
                                        Vice President & Comptroller


<PAGE> 24


                                 EXHIBIT INDEX


      Exhibit No.    Description
      -----------    -----------

          19         Report furnished to the Company's shareholders for the
                     quarter ended September 30, 1997.

          27         Financial Data Schedule 


<PAGE>




               Dime Financial Corporation - Third Quarter Results


      Dime Financial Corporation ("DFC") (NASDAQ: DIBK) announced net income of
$4.4 million or $0.81 per share on a fully diluted basis for the quarter ended
September 30, 1997 compared with net income of $3.2 million or $0.60 per share
on a fully diluted basis for the quarter ended September 30, 1996 representing
a per share increase of 35%. Net income for the nine months ended September 30,
1997 totalled $12.3 million or $2.26 per share on a fully diluted basis
compared with $9.1 million or $1.74 per share on a fully diluted basis for the
nine months ended September 30, 1996. The change in net income from the prior
year was primarily the result of a reduced provision to the allowance for loan
losses and an improvement in net interest income. In addition, the Board of
Directors announced an increase in the quarterly dividend to $0.11 per share
payable on November 18, 1997 to shareholders of record on November 4, 1997. The
provision to the allowance for loan losses totalled $50,000 for the quarter
ended September 30, 1997 compared with a provision of $450,000 for the quarter
ended September 30, 1996. The provision to the allowance for loan losses during
the first nine months of 1997 totalled $150,000 compared with $1.8 million for
the nine months ended September 30, 1996. The change in the provision from 1996
reflects a reduction in the level of non-performing loans and total loans
outstanding along with the increase in the coverage ratio of the allowance for
loan losses to non-performing loans.

      Net interest income, the key component of the Company's earnings,
totalled $7.2 million for the quarter ended September 30, 1997 representing a
net interest spread of 2.73% and a net interest margin of 3.29% compared with
net interest income of $6.3 million for the quarter ended September 30, 1996
representing a net interest spread of 3.20% and a net interest margin of 3.76%.
Net interest income for the nine months ended September 30, 1997 totalled $20.9
million representing a net interest spread of 2.85% and a net interest margin
of 3.39% compared with net interest income of $19.6 million for the nine months
ended September 30, 1996 representing a net interest spread of 3.40% and a net
interest margin of 3.94%. The increase in net interest income for both the
third quarter and the nine months was primarily the result of a larger volume
of interest-earning assets which was partially offset by a decrease in the net
interest rate spread and net interest margin. The decrease in the net interest
rate spread and net interest margin for the third quarter was due primarily to
a higher cost of deposits. For the nine months, the decrease in the net
interest spread and net interest margin was due primarily to the combination of
a higher cost of deposits and a lower loan yield.

      Total operating expenses, excluding the net cost of operations of other
real estate owned ("OREO operations"), equalled $3.4 million for the quarter
ended September 30, 1997 compared with operating expenses of $3.2 million for
the quarter ended September 30, 1996. Operating expenses, excluding OREO
operations, totalled $10.1 million for the nine months ended September 30, 1997
compared with $10.8 million for the nine months ended September 30, 1996. The
ratio of operating expenses to average assets improved to 1.50% for the quarter
ended September 30, 1997 (versus 1.85% for the prior year quarter) and 1.59% of
average assets for the nine months ended September 30, 1997 (versus 2.06% for
the prior year period). OREO operations equalled a net gain of $51,000 for the
third quarter of 1997 compared with a net expense of $67,000 for the third
quarter of 1996 and a net expense of $48,000 for the nine months ended
September 30, 1997 compared with a net gain of $223,000 for the first nine
months of 1996.

      Total assets were $921.5 million at September 30, 1997 compared with
total assets of $691.8 million at September 30, 1996, representing an increase
of nearly $230 million or 33%. In addition to the increase in total assets, the
composition of the Company's balance sheet continued to change with an increase
in the investment securities portfolio and a decrease in total loans
outstanding. At September 30, 1997, investment securities totalled $493.7
million compared with $246.8 million at September 30, 1996, representing an
increase of $246.8 million or 100%. The investment securities portfolio at
September 30, 1997 consisted entirely of instruments issued by the U.S.
Treasury, U.S. government agencies, U.S. government-sponsored agencies, or AAA
rated non-agencies. Total loans, net of the allowance for loan losses, equalled
$367.8 million at September 30, 1997 compared with $399.0 million at September
30, 1996, a decrease of nearly 8%.

      The third quarter of 1997 was marked by continued growth in the Company's
deposit base. Total deposits rose to $792.5 million at September 30, 1997 an
increase of $36.7 million or nearly 5% from June 30, 1997 and an increase of
$223.4 million or 39% from September 30, 1996. The increase in deposits from
1996 was caused primarily by an increased advertising effort and competitive
pricing for selected deposit products. Non-performing loans equalled $2.8
million at September 30, 1997 representing a decrease of $3.2 million or 53%
from September 30, 1996. Other real estate owned ("OREO") totalled $507,000 at
September 30, 1997 compared with OREO of $825,000 at September 30, 1996. Total
non-performing assets were $3.3 million at September 30, 1997 compared with
$6.9 million at September 30, 1996. Non-performing assets equalled 0.36% of
total assets at September 30, 1997 compared with 0.99% of total assets at
September 30, 1996. The allowance for loan losses at September 30, 1997
totalled $12.2 million and equalled 3.21% of total loans outstanding compared
with an allowance for loan losses of $13.8 million at September 30, 1996
representing 3.33% of total loans outstanding. The allowance for loan losses
equalled 429% of non-performing loans at September 30, 1997 compared with 227%
at September 30, 1996.



Total shareholders' equity was $75.0 million at September 30, 1997 representing
an equity to assets ratio of 8.14% compared with shareholders' equity of $59.4
million at September 30, 1996 representing an equity to assets ratio of 8.59%.
The Tier 1 regulatory capital ratio at September 30, 1997 for The Dime Savings
Bank of Wallingford ("Dime"), the Company's sole subsidiary, was 8.13% compared
with a Tier 1 regulatory capital ratio of 8.39% at September 30, 1996. The
risk-based capital ratio of Dime at September 30, 1997 equalled 21.20% compared
with a risk-based capital ratio of 18.79% at September 30, 1996. These ratios
are in excess of the regulatory minimums. Book value per share equalled $14.54
at September 30, 1997 compared with $11.58 at September 30, 1996.

                   Dime Financial Corporation and Subsidiary

<TABLE>
<CAPTION>

Consolidated Statements of Condition

                                                                September 30,    December 31,    September 30,
(In thousands, except share data)                                   1997             1996            1996
                                                                -------------    ------------    -------------

<S>                                                               <C>             <C>              <C>
Assets
Cash and amounts due from banks                                   $   9,172       $  10,430        $   7,581
Interest bearing deposits                                                49             149               24
Federal funds sold                                                   23,372          21,296           11,713
Investment securities available for sale (a)                         23,451          26,233           18,412
Investment securities held to maturity (b)                          139,823         120,257           90,634
Mortgage-backed securities available for sale (c)                   327,588         158,728          137,798
Mortgage-backed securities held to maturity (d)                       2,805              --               --
Investment in Federal Home Loan Bank of Boston stock                  7,192           7,192            7,192
Loans receivable:
  Mortgage Loans:
    Residential real estate - owner occupied                        271,572         287,654          304,010
    Residential real estate - non-owner occupied                     28,709          31,365           23,396
    Commercial real estate                                           27,141          33,448           35,726
    Builders' and Land                                                1,050             447              811
  Commercial loans                                                    8,401           3,075            3,569
  Consumer loans                                                     43,129          44,233           45,246
  Allowance for loan losses                                         (12,186)        (12,929)         (13,761)
                                                                  ------------------------------------------
Loans receivable, net                                               367,816         387,293          398,997
Premises and equipment, net                                           4,611           5,095            5,275
Accrued income receivable                                             6,997           5,214            5,195
Other real estate owned, net                                            507           1,210              825
Other assets                                                          5,971           5,788            5,679
Excess of cost over fair value of net assets acquired                 2,156           2,418            2,505
                                                                  ------------------------------------------
      Total assets                                                $ 921,510       $ 751,303        $ 691,830
                                                                  ==========================================

Liabilities and Shareholders' equity
Liabilities:
Deposits                                                          $ 792,520       $ 626,098        $ 569,063
Federal Home Loan Bank of Boston advances                            48,000          58,000           58,000
Other liabilities                                                     5,956           4,594            5,350
                                                                  ------------------------------------------
      Total liabilities                                             846,476         688,692          632,413
                                                                  ------------------------------------------

Shareholders' equity:
Preferred stock; no par value; authorized 1,000,000 shares;
 none issued and outstanding                                             --              --               --
Common stock; $1.00 par value; authorized 9,000,000 shares;
 issued 5,513,594 shares, 5,480,896 and 5,480,896, 
 respectively; outstanding 5,161,987 shares, 5,129,289 and
 5,129,289, respectively                                              5,514           5,481            5,481
Additional paid-in capital                                           52,580          52,209           52,209
Retained earnings                                                    19,615           8,788            5,793
Net unrealized gain (loss) on available for sale securities             223            (969)          (1,168)
Treasury stock--351,607 shares at cost                               (2,898)         (2,898)          (2,898)
                                                                  ------------------------------------------
       Total shareholders' equity                                    75,034          62,611           59,417
                                                                  ------------------------------------------

       Total liabilities and shareholders' equity                 $ 921,510       $ 751,303        $ 691,830
                                                                  ==========================================

<FN>
- -------------------
<Fa>  amortized cost: $23,325 at September 30, 1997; $26,304 at December 31,
      1996; and $18,362 at September 30, 1996.

<Fb>  market value: $139,678 at September 30, 1997; $119,238 at December 31,
      1996; and $89,101 at September 30, 1996.

<Fc>  amortized cost: $327,345 at September 30, 1997; $160,124 at December 31,
      1996; and $139,618 at September 30, 1996.

<Fd>  market value: $2,804 at September 30, 1997
</FN>
</TABLE>


<PAGE>


                   Dime Financial Corporation and Subsidiary


<TABLE>
<CAPTION>

Consolidated Statements of Operations
                                                                 Three months ended       Nine Months Ended
                                                                      Sept. 30,                Sept. 30,
                                                                --------------------     --------------------
(In thousands, except share data)                                 1997        1996         1997        1996
                                                                --------    --------     --------    --------

<S>                                                             <C>         <C>          <C>         <C>
Interest Income:
  Interest and fees on loans                                    $  7,906    $  8,359     $ 24,000    $ 27,224
  Interest-bearing deposits                                            1           1            3          22
  Federal funds sold                                                 350         148          946         628
  Interest and dividends on investments:
    U.S. treasury securities                                          56          56          170         185
    U.S. government agency obligations                             2,546       1,429        7,435       3,599
    REMIC/CMO's                                                    2,783         713        6,000       2,333
    Non-agency REMIC/CMO's                                         1,408         652        3,822       1,141
    Mortgage-backed securities                                       953         891        2,584       2,402
    Asset-backed securities                                          213         268          691         394
    Other bonds and notes                                             --           7           --          46
  Dividends on Federal Home Loan Bank of Boston Stock                118         117          348         345
  Asset Hedge Premiums                                                (3)         --           (3)         --
                                                                ---------------------------------------------
      Total Interest Income                                       16,331      12,641       45,996      38,319
                                                                ---------------------------------------------

Interest Expense
  Interest to depositors                                           8,446       5,364       22,575      15,691
  Interest on Federal Home Loan Bank of Boston advances              717         983        2,466       3,015
  Liability Hedge Premiums                                             8          --            8          --
                                                                ---------------------------------------------
      Total Interest Expense                                       9,171       6,347       25,049      18,706
                                                                ---------------------------------------------

Net Interest Income                                                7,160       6,294       20,947      19,613
  Provision for loan losses                                           50         450          150       1,750
                                                                ---------------------------------------------
Net interest income after provision                                7,110       5,844       20,797      17,863
  Investment securities gains, net                                   144          32          161         203
  Other operating income                                             534         552        1,537       1,543
                                                                ---------------------------------------------
  Income before other operating expenses                           7,788       6,428       22,495      19,609
                                                                ---------------------------------------------

Other Operating Expenses:
  Salaries and employee benefits                                   1,740       1,628        5,085       5,036
  Professional and other services                                    617         574        1,756       1,668
  Bank occupancy and equipment expense                               452         534        1,423       2,147
  FDIC Assessment                                                     21           1           59          79
  Net (benefit) cost of operation of other real estate               (51)         67           48        (223)
  Restructure expense, net                                            --          --           --         340
  Other operating expenses                                           579         455        1,770       1,504
                                                                ---------------------------------------------
      Total Other Operating Expenses                               3,358       3,259       10,141      10,551
                                                                ---------------------------------------------

Income before income taxes                                         4,430       3,169       12,354       9,058
  Income tax expense (benefit)                                        35          --           35         (10)
                                                                ---------------------------------------------
Net income                                                      $  4,395    $  3,169     $ 12,319    $  9,068
                                                                =============================================

Primary Earnings per Share                                      $   0.81    $   0.61     $   2.30    $   1.76
Weighted Average Common Shares and Common Stock Equivalents
 outstanding                                                       5,423       5,226        5,356       5,140

Fully Diluted Earnings per Share                                $   0.81    $   0.60     $   2.26    $   1.74
Weighted Average Common Shares and Common Stock Equivalents
 outstanding                                                       5,451       5,262        5,439       5,206
</TABLE>



<TABLE>
<CAPTION>

Selected Financial Highlights
                                                                 Three months ended       Nine months ended
                                                                      Sept. 30,                Sept. 30, 
                                                                --------------------     --------------------
(Dollars in thousands)                                            1997        1996         1997        1996
                                                                --------    --------     --------    --------

<S>                                                             <C>         <C>          <C>         <C>
Average yield on interest-earning assets                           7.44%       7.49%        7.47%       7.72%
Average cost of funds                                              4.71%       4.29%        4.62%       4.32%
Net interest rate spread                                           2.73%       3.20%        2.85%       3.40%
Net interest margin                                                3.29%       3.76%        3.39%       3.94%
Net income                                                      $ 4,395     $ 3,169      $12,319     $ 9,068
Return on average assets                                           1.97%       1.84%        1.96%       1.79%
Return on average equity                                          24.63%      22.11%       24.58%      22.13%
Leverage capital ratio                                             8.14%       8.41%        8.14%       8.41%
Fully diluted earnings per share                                $  0.81     $  0.60      $  2.26     $  1.74
Book value per share                                            $ 14.54     $ 11.58      $ 14.54     $ 11.58
</TABLE>



                  Dime Financial Corporation And Subsidiary

<TABLE>
<CAPTION>

Selected Financial Data
                                                           September 30,    December 31,    September 30,
(in thousands)                                                 1997             1996            1996
                                                           -------------    ------------    -------------

<S>                                                          <C>              <C>             <C>
Non-Performing Asset Information:

Non-Performing Loans:
  Residential Real Estate - owner occupied                   $     590       $     862        $   2,691
  Residential Real Estate - non-owner occupied                     361             510              926
  Commercial Real Estate                                         1,486             788            1,501
                                                             ------------------------------------------
      Total Mortgage Loans                                       2,437           2,160            5,118
  Commercial Loans                                                 204             303              659
  Consumer Loans                                                   196             107              275
                                                             ------------------------------------------
      Total Non-Performing Loans                                 2,837           2,570            6,052

Other Real Estate Owned                                            507           1,210              825

Total Non-Performing Assets                                  $   3,344       $   3,780        $   6,877
                                                             ==========================================

<CAPTION>

                                                           September 30,    December 31,    September 30,
(in thousands)                                                 1997             1996            1996
                                                           -------------    ------------    -------------
<S>                                                          <C>              <C>             <C>
Average Balance Information
For the quarters ended:
Interest earning assets:
  Gross loans                                                $ 383,307        $ 407,780       $ 417,390
  Investment securities                                        468,973          271,856         246,184
  Federal funds sold / interest bearing deposits                25,250           22,982          11,280
                                                             ------------------------------------------
      Total interest earning assets                            877,530          702,618         674,854

Total Assets                                                 $ 894,271        $ 716,892       $ 688,470
                                                             ==========================================

Interest bearing liabilities:
  Interest bearing deposits                                  $ 729,574        $ 552,925       $ 528,520
  Borrowings                                                    44,500           58,000          58,000
                                                             ------------------------------------------
      Total interest bearing liabilities                       774,074          610,925         586,520

Total Liabilities                                              822,884          655,992         631,119

Shareholders' Equity                                            71,387           60,900          57,351

Total Liabilities & Shareholders' Equity                     $ 894,271        $ 716,892       $ 688,470
                                                             ==========================================

Average Balance Information For the nine and twelve 
 months ended:
Interest earning assets:
  Gross loans                                                $ 390,293        $ 427,008       $ 433,468
  Investment securities                                        407,339          227,010         211,933
  Federal funds sold / interest bearing deposits                23,367           18,003          16,341
                                                             ------------------------------------------
      Total interest earning assets                            820,999          672,021         661,742

Total Assets                                                 $ 838,207        $ 686,624       $ 676,456
                                                             ==========================================

Interest bearing liabilities:
  Interest bearing deposits                                  $ 674,082        $ 528,245       $ 519,950
  Borrowings                                                    50,454           58,000          58,000
                                                             ------------------------------------------
      Total interest bearing liabilities                       724,536          586,245         577,950

Total Liabilities                                              771,380          630,408         621,812

Shareholders' Equity                                            66,827           56,216          54,644

Total Liabilities & Shareholders' Equity                     $ 838,207        $ 686,624       $ 676,456
                                                             ==========================================
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           9,172
<INT-BEARING-DEPOSITS>                              49
<FED-FUNDS-SOLD>                                23,372
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    351,039
<INVESTMENTS-CARRYING>                         142,628
<INVESTMENTS-MARKET>                           142,482
<LOANS>                                        380,002
<ALLOWANCE>                                     12,186
<TOTAL-ASSETS>                                 921,510
<DEPOSITS>                                     792,520
<SHORT-TERM>                                     5,000
<LIABILITIES-OTHER>                              5,956
<LONG-TERM>                                     43,000
                                0
                                          0
<COMMON>                                         5,514
<OTHER-SE>                                      69,520
<TOTAL-LIABILITIES-AND-EQUITY>                 921,510
<INTEREST-LOAN>                                 24,000
<INTEREST-INVEST>                               20,702
<INTEREST-OTHER>                                 1,294
<INTEREST-TOTAL>                                45,996
<INTEREST-DEPOSIT>                              22,575
<INTEREST-EXPENSE>                              25,049
<INTEREST-INCOME-NET>                           20,947
<LOAN-LOSSES>                                      150
<SECURITIES-GAINS>                                 161
<EXPENSE-OTHER>                                 10,141
<INCOME-PRETAX>                                 12,354
<INCOME-PRE-EXTRAORDINARY>                      12,319
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,319
<EPS-PRIMARY>                                     2.30
<EPS-DILUTED>                                     2.26
<YIELD-ACTUAL>                                    3.39
<LOANS-NON>                                      2,837
<LOANS-PAST>                                       101
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                12,929
<CHARGE-OFFS>                                    1,042
<RECOVERIES>                                       149
<ALLOWANCE-CLOSE>                               12,186
<ALLOWANCE-DOMESTIC>                            12,186
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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