Delaware
(State or other jurisdiction of incorporation or organization)
|
11-3297463
(I.R.S. employer identification number)
|
|
209 Havemeyer Street, Brooklyn, NY
(
Address of principal executive offices)
|
11211
(Zip Code)
|
LARGE ACCELERATED FILER
☐
|
ACCELERATED FILER
☒
|
NON -ACCELERATED FILER
☐
|
SMALLER REPORTING COMPANY
☐
|
Classes of Common Stock
|
Number of Shares Outstanding at November 5, 2015
|
|
$.01 Par Value
|
37,300,686
|
Page
|
||
Item 1.
|
Unaudited Condensed Consolidated Financial Statements
|
|
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II - OTHER INFORMATION
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 5.
|
||
Item 6.
|
||
●
|
the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the Company's control;
|
●
|
there may be increases in competitive pressure among financial institutions or from non-financial institutions;
|
●
|
the net interest margin is subject to material short-term fluctuation based upon market rates;
|
●
|
changes in deposit flows, loan demand or real estate values may adversely affect the business of The Dime Savings Bank of Williamsburgh (the "Bank");
|
●
|
changes in accounting principles, policies or guidelines may cause the Company's financial condition to be perceived differently;
|
●
|
changes in corporate and/or individual income tax laws may adversely affect the Company's business or financial condition;
|
●
|
general economic conditions, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry may be less favorable than the Company currently anticipates;
|
●
|
legislation or regulatory changes may adversely affect the Company's business;
|
●
|
technological changes may be more difficult or expensive than the Company anticipates;
|
●
|
success or consummation of new business initiatives may be more difficult or expensive than the Company anticipates;
|
●
|
litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than the Company anticipates; and
|
●
|
The risks referred to in the section entitled "Risk Factors."
|
September 30,
2015
|
December 31,
2014
|
|||||||
ASSETS:
|
||||||||
Cash and due from banks
|
$
|
74,073
|
$
|
78,187
|
||||
Federal funds sold and other short-term investments
|
-
|
250
|
||||||
Total cash and cash equivalents
|
74,073
|
78,437
|
||||||
Investment securities held-to-maturity (estimated fair value of $7,478 and $6,315 at September 30, 2015 and December 31, 2014, respectively)(fully unencumbered)
|
5,349
|
5,367
|
||||||
Investment securities available-for-sale, at fair value (fully unencumbered)
|
3,684
|
3,806
|
||||||
Mortgage-backed securities available-for-sale, at fair value (fully unencumbered)
|
446
|
26,409
|
||||||
Trading securities
|
8,697
|
8,559
|
||||||
Loans:
|
||||||||
Real estate, net
|
4,490,624
|
4,117,411
|
||||||
Consumer loans
|
1,468
|
1,829
|
||||||
Less allowance for loan losses
|
(18,959
|
)
|
(18,493
|
)
|
||||
Total loans, net
|
4,473,133
|
4,100,747
|
||||||
Premises and fixed assets, net
|
15,296
|
25,065
|
||||||
Premises held for sale
|
8,799
|
-
|
||||||
Federal Home Loan Bank of New York ("FHLBNY") capital stock
|
54,348
|
58,407
|
||||||
Other real estate owned ("OREO")
|
148
|
18
|
||||||
Bank Owned Life Insurance ("BOLI")
|
84,451
|
82,614
|
||||||
Goodwill
|
55,638
|
55,638
|
||||||
Other assets
|
48,430
|
52,040
|
||||||
Total Assets
|
$
|
4,832,492
|
$
|
4,497,107
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Due to depositors:
|
||||||||
Interest bearing deposits
|
$
|
2,800,061
|
$
|
2,472,199
|
||||
Non-interest bearing deposits
|
229,436
|
187,593
|
||||||
Total deposits
|
3,029,497
|
2,659,792
|
||||||
Escrow and other deposits
|
131,132
|
91,921
|
||||||
FHLBNY advances
|
1,069,725
|
1,173,725
|
||||||
Trust Preferred securities payable
|
70,680
|
70,680
|
||||||
Other liabilities
|
47,579
|
41,264
|
||||||
Total Liabilities
|
4,348,613
|
4,037,382
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders' Equity:
|
||||||||
Preferred stock ($0.01 par, 9,000,000 shares authorized, none issued or outstanding at September 30, 2015 and December 31, 2014)
|
-
|
-
|
||||||
Common stock ($0.01 par, 125,000,000 shares authorized, 53,145,798 shares and 52,871,443 shares issued at September 30, 2015 and December 31, 2014, respectively, and 37,189,874 shares and 36,855,019 shares outstanding at September 30, 2015 and December 31, 2014, respectively)
|
532
|
529
|
||||||
Additional paid-in capital
|
259,906
|
254,358
|
||||||
Retained earnings
|
445,326
|
427,126
|
||||||
Accumulated other comprehensive loss, net of deferred taxes
|
(9,173
|
)
|
(8,547
|
)
|
||||
Unallocated common stock of Employee Stock Ownership Plan ("ESOP")
|
(2,371
|
)
|
(2,545
|
)
|
||||
Unearned Restricted Stock Award common stock
|
(2,709
|
)
|
(3,066
|
)
|
||||
Common stock held by Benefit Maintenance Plan ("BMP")
|
(9,354
|
)
|
(9,164
|
)
|
||||
Treasury stock, at cost (15,956,924 shares and 16,016,424 shares at September 30, 2015 and December 31, 2014, respectively)
|
(198,278
|
)
|
(198,966
|
)
|
||||
Total Stockholders' Equity
|
483,879
|
459,725
|
||||||
Total Liabilities And Stockholders' Equity
|
$
|
4,832,492
|
$
|
4,497,107
|
Nine Months Ended September 30,
|
||||||||
2015
|
2014
|
|||||||
Common Stock (Par Value $0.01):
|
||||||||
Balance at beginning of period
|
$
|
529
|
$
|
528
|
||||
Shares issued in exercise of options
|
3
|
1
|
||||||
Balance at end of period
|
532
|
529
|
||||||
Additional Paid-in Capital:
|
||||||||
Balance at beginning of period
|
254,358
|
252,253
|
||||||
Stock options exercised
|
4,053
|
278
|
||||||
Excess tax benefit related to stock benefit plans
|
204
|
71
|
||||||
Amortization of excess fair value over cost – ESOP stock and stock options expense
|
815
|
847
|
||||||
Release from treasury stock for equity awards, net of return of shares to treasury for forfeited shares
|
476
|
654
|
||||||
Balance at end of period
|
259,906
|
254,103
|
||||||
Retained Earnings:
|
||||||||
Balance at beginning of period
|
427,126
|
402,986
|
||||||
Net income for the period
|
33,388
|
32,259
|
||||||
Cash dividends declared and paid
|
(15,188
|
)
|
(15,075
|
)
|
||||
Balance at end of period
|
445,326
|
420,170
|
||||||
Accumulated Other Comprehensive Loss, Net of Deferred Taxes:
|
||||||||
Balance at beginning of period
|
(8,547
|
)
|
(4,759
|
)
|
||||
Other comprehensive (loss) income recognized during the period, net of tax
|
(626
|
)
|
475
|
|||||
Balance at end of period
|
(9,173
|
)
|
(4,284
|
)
|
||||
Unallocated Common Stock of
ESOP:
|
||||||||
Balance at beginning of period
|
(2,545
|
)
|
(2,776
|
)
|
||||
Amortization of earned portion of ESOP stock
|
174
|
173
|
||||||
Balance at end of period
|
(2,371
|
)
|
(2,603
|
)
|
||||
Unearned Restricted Stock Award Common Stock:
|
||||||||
Balance at beginning of period
|
(3,066
|
)
|
(3,193
|
)
|
||||
Amortization of earned portion of restricted stock awards
|
1,418
|
1,497
|
||||||
Release from treasury stock for equity awards, net of return of shares to treasury for forfeited shares
|
(1,061
|
)
|
(1,930
|
)
|
||||
Balance at end of period
|
(2,709
|
)
|
(3,626
|
)
|
||||
Common Stock Held by BMP:
|
||||||||
Balance at beginning of period
|
(9,164
|
)
|
(9,013
|
)
|
||||
Award distribution
|
-
|
1
|
||||||
Release from treasury stock for equity awards, net of return of shares to treasury for forfeited shares
|
(190
|
)
|
(152
|
)
|
||||
Balance at end of period
|
(9,354
|
)
|
(9,164
|
)
|
||||
Treasury Stock, at cost:
|
||||||||
Balance at beginning of period
|
(198,966
|
)
|
(200,520
|
)
|
||||
Treasury shares repurchased (20,000 shares during the nine months ended September 30, 2015)
|
(300
|
)
|
-
|
|||||
Release from treasury stock for equity awards, net of return of shares to treasury for forfeited shares
|
988
|
1,598
|
||||||
Balance at end of period
|
(198,278
|
)
|
(198,922
|
)
|
||||
TOTAL STOCKHOLDERS' EQUITY AT THE END OF PERIOD
|
$
|
483,879
|
$
|
456,203
|
Nine Months Ended September 30,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net Income
|
$
|
33,388
|
$
|
32,259
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Net gain on investment and mortgage backed securities sold
|
(1,384
|
)
|
-
|
|||||
Net loss (gain) recognized on trading securities
|
97
|
(35
|
)
|
|||||
Net gain on the sale of loans
|
-
|
(27
|
)
|
|||||
Net gain on the sale of OREO and other assets
|
-
|
(649
|
)
|
|||||
Net depreciation, amortization and accretion
|
2,178
|
1,978
|
||||||
Stock plan compensation (excluding ESOP)
|
1,449
|
1,584
|
||||||
ESOP compensation expense
|
958
|
934
|
||||||
Credit for loan losses
|
(891
|
)
|
(1,350
|
)
|
||||
Credit to reduce the liability for loans sold with recourse
|
-
|
(1,040
|
)
|
|||||
Increase in cash surrender value of BOLI
|
(1,837
|
)
|
(1,147
|
)
|
||||
Deferred income tax provision (credit)
|
148
|
(116
|
)
|
|||||
Excess tax benefit from stock benefit plans
|
(204
|
)
|
(71
|
)
|
||||
Changes in assets and liabilities:
|
||||||||
Decrease (Increase) in other assets
|
4,178
|
(341
|
)
|
|||||
Increase in other liabilities
|
6,469
|
1,512
|
||||||
Net cash provided by Operating Activities
|
44,549
|
33,491
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Proceeds from maturities of investment securities held-to-maturity
|
127
|
76
|
||||||
Proceeds from calls and principal repayments of investment securities available-for-sale
|
-
|
15,000
|
||||||
Proceeds from sales of investment securities available-for-sale
|
2,070
|
-
|
||||||
Proceeds from the sales of trading securities
|
1,340
|
-
|
||||||
Proceeds from sale of mortgage backed securities available for sale
|
24,307
|
-
|
||||||
Purchases of investment securities available-for-sale
|
(2,038
|
)
|
(24
|
)
|
||||
Purchases of mortgage backed securities available-for-sale
|
-
|
(875
|
)
|
|||||
Acquisition of trading securities
|
(1,572
|
)
|
(200
|
)
|
||||
Principal collected on mortgage backed securities available-for-sale
|
1,589
|
4,645
|
||||||
Proceeds from the sale of loans held for sale previously classified as portfolio loans
|
9,905
|
12,970
|
||||||
Purchases of loans
|
-
|
(221,924
|
)
|
|||||
Loans originated, net of repayments
|
(381,530
|
)
|
(145,861
|
)
|
||||
Proceeds from the sale of premises
|
-
|
4,273
|
||||||
Purchases of fixed assets
|
(1,071
|
)
|
(1,500
|
)
|
||||
Redemption(Purchase) of FHLBNY capital stock
|
4,059
|
(7,184
|
)
|
|||||
Net cash used in Investing Activities
|
(342,814
|
)
|
(340,604
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Increase in due to depositors
|
369,705
|
115,467
|
||||||
Increase in escrow and other deposits
|
39,211
|
26,426
|
||||||
Repayments of FHLBNY advances
|
(1,829,000
|
)
|
(695,000
|
)
|
||||
Proceeds from FHLBNY advances
|
1,725,000
|
888,225
|
||||||
Proceeds from exercise of stock options
|
4,056
|
278
|
||||||
Excess tax benefit from stock benefit plans
|
204
|
71
|
||||||
Release of stock for benefit plan awards
|
213
|
171
|
||||||
Treasury shares repurchased
|
(300
|
)
|
-
|
|||||
Cash dividends paid to stockholders
|
(15,188
|
)
|
(15,075
|
)
|
||||
Net cash provided by Financing Activities
|
293,901
|
320,563
|
||||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(4,364
|
)
|
13,450
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
78,437
|
45,777
|
||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
74,073
|
$
|
59,227
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for income taxes
|
$
|
18,809
|
$
|
23,135
|
||||
Cash paid for interest
|
35,269
|
35,689
|
||||||
Loans transferred to OREO
|
130
|
-
|
||||||
Transfer of premises to held for sale
|
8,799
|
12,943
|
||||||
Loans transferred to held for sale
|
9,534
|
-
|
||||||
Amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity
|
58
|
49
|
||||||
Net (increase) decrease in non-credit component of OTTI
|
(18
|
)
|
24
|
Pre-tax
Amount
|
Tax Expense (Benefit)
|
After tax
Amount
|
||||||||||
Three Months Ended September 30, 2015
|
||||||||||||
Securities held-to maturity and transferred securities:
|
||||||||||||
Change in non-credit component of OTTI
|
$
|
9
|
$
|
4
|
$
|
5
|
||||||
Change in unrealized loss on securities transferred to held to maturity
|
11
|
5
|
6
|
|||||||||
Total securities held-to-maturity and transferred securities
|
20
|
9
|
11
|
|||||||||
Securities available-for-sale:
|
||||||||||||
Change in net unrealized gain during the period
|
(176
|
)
|
(79
|
)
|
(97
|
)
|
||||||
Total securities available-for-sale
|
(176
|
)
|
(79
|
)
|
(97
|
)
|
||||||
Defined benefit plans:
|
||||||||||||
Reclassification adjustment for expense included in salaries and employee benefits expense
|
478
|
216
|
262
|
|||||||||
Change in the net actuarial gain or loss
|
-
|
-
|
-
|
|||||||||
Total defined benefit plans
|
478
|
216
|
262
|
|||||||||
Total other comprehensive income
|
$
|
322
|
$
|
146
|
$
|
176
|
||||||
Three Months Ended September 30, 2014
|
||||||||||||
Securities held-to-maturity and transferred securities:
|
||||||||||||
Change in non-credit component of OTTI
|
$
|
8
|
$
|
4
|
$
|
4
|
||||||
Change in unrealized loss on securities transferred to held to maturity
|
12
|
5
|
7
|
|||||||||
Total securities held-to-maturity and transferred securities
|
20
|
9
|
11
|
|||||||||
Securities available-for-sale:
|
||||||||||||
Change in net unrealized gain during the period
|
(54
|
)
|
(24
|
)
|
(30
|
)
|
||||||
Total securities available-for-sale
|
(54
|
)
|
(24
|
)
|
(30
|
)
|
||||||
Defined benefit plans:
|
||||||||||||
Reclassification adjustment for expense included in salaries and employee benefits expense
|
261
|
117
|
144
|
|||||||||
Total defined benefit plans
|
261
|
117
|
144
|
|||||||||
Total other comprehensive income
|
$
|
227
|
$
|
102
|
$
|
125
|
Pre-tax
Amount
|
Tax Expense (Benefit)
|
After tax
Amount
|
||||||||||
Nine Months Ended September 30, 2015
|
||||||||||||
Securities held-to maturity and transferred securities:
|
||||||||||||
Change in non-credit component of OTTI
|
$
|
(18
|
)
|
$
|
(8
|
)
|
$
|
(10
|
)
|
|||
Change in unrealized loss on securities transferred to held to maturity
|
57
|
26
|
31
|
|||||||||
Total securities held-to-maturity and transferred securities
|
39
|
18
|
21
|
|||||||||
Securities available-for-sale:
|
||||||||||||
Reclassification adjustment for net gains included in net (loss) gain on securities
|
(1,384
|
)
|
(624
|
)
|
(760
|
)
|
||||||
Change in net unrealized gain during the period
|
(141
|
)
|
(64
|
)
|
(77
|
)
|
||||||
Total securities available-for-sale
|
(1,525
|
)
|
(688
|
)
|
(837
|
)
|
||||||
Defined benefit plans:
|
||||||||||||
Reclassification adjustment for expense included in salaries and employee benefits expense
|
1,412
|
636
|
776
|
|||||||||
Change in the net actuarial gain or loss
|
(1,064
|
)
|
(478
|
)
|
(586
|
)
|
||||||
Total defined benefit plans
|
348
|
158
|
190
|
|||||||||
Total other comprehensive loss
|
$
|
(1,138
|
)
|
$
|
(512
|
)
|
$
|
(626
|
)
|
|||
Nine Months Ended September 30, 2014
|
||||||||||||
Securities held-to-maturity and transferred securities:
|
||||||||||||
Change in non-credit component of OTTI
|
$
|
24
|
$
|
13
|
$
|
11
|
||||||
Change in unrealized loss on securities transferred to held to maturity
|
50
|
21
|
29
|
|||||||||
Total securities held-to-maturity and transferred securities
|
74
|
34
|
40
|
|||||||||
Securities available-for-sale:
|
||||||||||||
Change in net unrealized gain during the period
|
5
|
2
|
3
|
|||||||||
Total securities available-for-sale
|
5
|
2
|
3
|
|||||||||
Defined benefit plans:
|
||||||||||||
Reclassification adjustment for expense included in salaries and employee benefits expense
|
783
|
351
|
432
|
|||||||||
Total defined benefit plans
|
783
|
351
|
432
|
|||||||||
Total other comprehensive income
|
$
|
862
|
$
|
387
|
$
|
475
|
Securities Held-to-Maturity and Transferred Securities
|
Securities Available-for-Sale
|
Defined Benefit Plans
|
Total Accumulated Other Comprehensive Gain (Loss)
|
|||||||||||||
Balance as of January 1, 2015
|
$
|
(826
|
)
|
$
|
736
|
$
|
(8,457
|
)
|
$
|
(8,547
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
21
|
(77
|
)
|
(586
|
)
|
(642
|
)
|
|||||||||
Amounts reclassified from accumulated other comprehensive loss
|
-
|
(760
|
)
|
776
|
16
|
|||||||||||
Net other comprehensive income (loss) during the period
|
21
|
(837
|
)
|
190
|
(626
|
)
|
||||||||||
Balance as of September 30, 2015
|
$
|
(805
|
)
|
$
|
(101
|
)
|
$
|
(8,267
|
)
|
$
|
(9,173
|
)
|
||||
Balance as of January 1, 2014
|
$
|
(878
|
)
|
$
|
1,319
|
$
|
(5,200
|
)
|
$
|
(4,759
|
)
|
|||||
Other comprehensive income before reclassifications
|
41
|
2
|
-
|
43
|
||||||||||||
Amounts reclassified from accumulated other comprehensive loss
|
-
|
-
|
432
|
432
|
||||||||||||
Net other comprehensive income during the period
|
41
|
2
|
432
|
475
|
||||||||||||
Balance as of September 30, 2014
|
$
|
(837
|
)
|
$
|
1,321
|
$
|
(4,768
|
)
|
$
|
(4,284
|
)
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Net income per the Consolidated Statements of Income
|
$
|
10,081
|
$
|
11,765
|
$
|
33,388
|
$
|
32,259
|
||||||||
Less: Dividends paid and earnings allocated to participating securities
|
(31
|
)
|
(41
|
)
|
(105
|
)
|
(128
|
)
|
||||||||
Income attributable to common stock
|
$
|
10,050
|
$
|
11,724
|
$
|
33,283
|
$
|
32,131
|
||||||||
Weighted average common shares outstanding, including participating securities
|
36,552,925
|
36,215,186
|
36,414,645
|
36,164,129
|
||||||||||||
Less: weighted average participating securities
|
(224,102
|
)
|
(295,044
|
)
|
(252,162
|
)
|
(305,615
|
)
|
||||||||
Weighted average common shares outstanding
|
36,328,823
|
35,920,142
|
36,162,483
|
35,858,514
|
||||||||||||
Basic EPS
|
$
|
0.28
|
$
|
0.33
|
$
|
0.92
|
$
|
0.90
|
||||||||
Income attributable to common stock
|
$
|
10,050
|
$
|
11,724
|
$
|
33,283
|
$
|
32,131
|
||||||||
Weighted average common shares outstanding
|
36,328,823
|
35,920,142
|
36,162,483
|
35,858,514
|
||||||||||||
Weighted average common equivalent shares outstanding
|
92,631
|
54,197
|
87,887
|
82,231
|
||||||||||||
Weighted average common and equivalent shares outstanding
|
36,421,454
|
35,974,339
|
36,250,370
|
35,940,745
|
||||||||||||
Diluted EPS
|
$
|
0.28
|
$
|
0.33
|
$
|
0.92
|
$
|
0.90
|
At or for the Three Months
Ended September 30,
|
At or for the Nine Months
Ended September 30,
|
||||
2015
|
2014
|
2015
|
2014
|
||
Options outstanding – beginning of period
|
646,201
|
979,916
|
979,916
|
1,615,771
|
|
Options granted
|
-
|
-
|
-
|
-
|
|
Options exercised
|
-
|
-
|
(274,355)
|
(16,960)
|
|
Options that expired prior to exercise
|
-
|
-
|
(59,360)
|
(618,895)
|
|
Options outstanding – end of period
|
646,201
|
979,916
|
646,201
|
979,916
|
|
Intrinsic value of options exercised
|
$-
|
$-
|
$384
|
$6
|
|
Compensation expense recognized
|
-
|
23
|
31
|
86
|
|
Remaining unrecognized compensation expense
|
-
|
54
|
-
|
54
|
|
Intrinsic value of outstanding options at period end
|
1,609
|
468
|
1,609
|
468
|
|
Intrinsic value of vested options at period end
|
1,609
|
468
|
1,609
|
468
|
|
Weighted average exercise price of vested options – end of period
|
14.57
|
14.73
|
14.57
|
14.73
|
At or for the Three Months Ended September 30,
|
At or for the Nine Months Ended September 30,
|
|||
2015
|
2014
|
2015
|
2014
|
|
Unvested allocated shares – beginning of period
|
224,372
|
295,044
|
289,660
|
318,314
|
Shares granted
|
-
|
-
|
68,069
|
121,333
|
Shares vested
|
-
|
-
|
(132,377)
|
(141,361)
|
Shares forfeited
|
(478)
|
-
|
(1,458)
|
(3,242)
|
Unvested allocated shares – end of period
|
223,894
|
295,044
|
223,894
|
295,044
|
Compensation recorded to expense
|
$434
|
$501
|
$1,418
|
$1,497
|
Balance at September 30, 2015
|
||||||||||||||||||||||||
Grade
|
One- to Four-Family
Residential, Including Condominium and
Cooperative Apartment
|
Multifamily
Residential and Residential
Mixed Use
|
Commercial
Mixed Use Real Estate
|
Commercial Real Estate
|
Construction
|
Total Real Estate Loans
|
||||||||||||||||||
Not Graded(1)
|
$
|
8,098
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
8,098
|
||||||||||||
Pass
|
58,311
|
3,550,193
|
373,219
|
459,773
|
-
|
4,441,496
|
||||||||||||||||||
Special Mention
|
1,347
|
9,339
|
1,630
|
5,620
|
-
|
17,936
|
||||||||||||||||||
Substandard
|
1,862
|
7,841
|
5,573
|
7,818
|
-
|
23,094
|
||||||||||||||||||
Doubtful
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Total
|
$
|
69,618
|
$
|
3,567,373
|
$
|
380,422
|
$
|
473,211
|
$
|
-
|
$
|
4,490,624
|
Balance at December 31, 2014
|
||||||||||||||||||||||||
Grade
|
One- to Four-Family
Residential, Including Condominium and
Cooperative Apartment
|
Multifamily
Residential and Residential
Mixed Use
|
Commercial
Mixed Use Real Estate
|
Commercial Real Estate
|
Construction
|
Total Real Estate Loans
|
||||||||||||||||||
Not Graded(1)
|
$
|
9,091
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
9,091
|
||||||||||||
Pass
|
60,764
|
3,271,430
|
317,718
|
391,227
|
-
|
4,041,139
|
||||||||||||||||||
Special Mention
|
1,370
|
20,738
|
4,944
|
6,431
|
-
|
33,483
|
||||||||||||||||||
Substandard
|
2,275
|
6,280
|
6,005
|
19,138
|
-
|
33,698
|
||||||||||||||||||
Doubtful
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Total
|
$
|
73,500
|
$
|
3,298,448
|
$
|
328,667
|
$
|
416,796
|
$
|
-
|
$
|
4,117,411
|
Grade
|
Balance at
September 30, 2015
|
Balance at
December 31, 2014
|
Performing
|
$1,466
|
$1,825
|
Non-accrual
|
2
|
4
|
Total
|
$1,468
|
$1,829
|
At September 30, 2015
|
|||||||
30 to 59 Days Past Due
|
60 to 89 Days Past Due
|
Loans 90 Days or More Past Due and Still Accruing Interest
|
Non-accrual
(1)
|
Total Past Due
|
Current
|
Total Loans
|
|
Real Estate:
|
|
|
|
|
|
|
|
One- to four-family residential, including condominium and cooperative apartment
|
$174
|
$4
|
$630
|
$834
|
$1,642
|
$67,976
|
$69,618
|
Multifamily residential and residential mixed use
|
2,244
|
-
|
374
|
547
|
3,165
|
3,564,208
|
3,567,373
|
Commercial mixed use real estate
|
130
|
-
|
406
|
-
|
536
|
379,886
|
380,422
|
Commercial real estate
|
-
|
-
|
1,093
|
207
|
1,300
|
471,911
|
473,211
|
Total real estate
|
$2,548
|
$4
|
$2,503
|
$1,588
|
$6,643
|
$4,483,981
|
$4,490,624
|
Consumer
|
$2
|
$-
|
$-
|
$2
|
$4
|
$1,464
|
$1,468
|
At December 31, 2014
|
|||||||
30 to 59 Days Past Due
|
60 to 89 Days Past Due
|
Loans 90 Days or More Past Due and Still Accruing Interest
|
Non-accrual
(1)
|
Total Past Due
|
Current
|
Total Loans
|
|
Real Estate:
|
|
|
|
|
|
|
|
One- to four-family residential, includingcondominium and cooperative apartment
|
$240
|
$-
|
$-
|
$1,310
|
$1,550
|
$71,950
|
$73,500
|
Multifamily residential and residential mixed use
|
1,187
|
-
|
2,922
|
167
|
4,276
|
3,294,172
|
3,298,448
|
Commercial mixed use real estate
|
-
|
-
|
411
|
-
|
411
|
328,256
|
328,667
|
Commercial real estate
|
-
|
-
|
-
|
4,717
|
4,717
|
412,079
|
416,796
|
Total real estate
|
$1,427
|
$-
|
$3,333
|
$6,194
|
$10,954
|
$4,106,457
|
$4,117,411
|
Consumer
|
$2
|
$-
|
$-
|
$4
|
$6
|
$1,823
|
$1,829
|
As of September 30, 2015
|
As of December 31, 2014
|
||||
No. of Loans
|
Balance
|
No. of Loans
|
Balance
|
||
One- to four-family residential, including condominium and cooperative apartment
|
2
|
$599
|
2
|
$605
|
|
Multifamily residential and residential mixed use
|
3
|
705
|
4
|
1,105
|
|
Commercial mixed use real estate
|
1
|
4,365
|
1
|
4,400
|
|
Commercial real estate
|
2
|
3,651
|
4
|
13,707
|
|
Total real estate
|
8
|
$9,320
|
11
|
$19,817
|
As of September 30, 2015
|
As of December 31, 2014
|
||||
No. of Loans
|
Balance
|
No. of Loans
|
Balance
|
||
Outstanding principal balance at period end
|
8
|
$9,320
|
11
|
$19,817
|
|
TDRs on accrual status at period end
|
7
|
9,113
|
9
|
15,100
|
|
TDRs on non-accrual status at period end
|
1
|
207
|
2
|
4,717
|
For the Three Months Ended
September 30, 2014
|
For the Nine Months Ended
September 30, 2014
|
||||||
Number of Loans
|
Pre-Modification
Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
Number of Loans
|
Pre-Modification
Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
||
Loan modifications during the period that met the definition of a TDR:
|
|||||||
Commercial mixed use real estate
|
-
|
-
|
-
|
1
|
$4,400
|
$4,400
|
|
Commercial real estate
|
1
|
$3,500
|
$3,500
|
1
|
3,500
|
3,500
|
|
TOTAL
|
1
|
$3,500
|
$3,500
|
2
|
$7,900
|
$7,900
|
(i)
|
Charge-off experience (including peer charge-off experience)
|
(ii)
|
Economic conditions
|
(iii)
|
Underwriting standards or experience
|
(iv)
|
Loan concentrations
|
(v)
|
Regulatory climate
|
(vi)
|
Nature and volume of the portfolio
|
(vii)
|
Changes in the quality and scope of the loan review function
|
At or for the Three Months Ended September 30, 2015
|
|||||||
|
Real Estate Loans
|
Consumer Loans
|
|||||
|
One- to Four Family Residential,
Including Condominium and
Cooperative
Apartment
|
Multifamily Residential and Residential Mixed Use
|
Commercial
Mixed Use Real Estate
|
Commercial Real Estate
|
Construction
|
Total Real Estate
|
|
Beginning balance
|
$126
|
$14,374
|
$1,682
|
$2,349
|
$-
|
$18,531
|
$22
|
Provision (credit) for loan losses
|
19
|
288
|
92
|
18
|
-
|
417
|
(1)
|
Charge-offs
|
(6)
|
(1)
|
-
|
(4)
|
-
|
(11)
|
-
|
Recoveries
|
1
|
-
|
-
|
-
|
-
|
1
|
-
|
Ending balance
|
$140
|
$14,661
|
$1,774
|
$2,363
|
$-
|
$18,938
|
$21
|
Ending balance – loans individually evaluated for impairment
|
$599
|
$1,252
|
$4,365
|
$3,651
|
$-
|
$9,867
|
$-
|
Ending balance – loans collectively evaluated for impairment
|
69,019
|
3,566,121
|
376,057
|
469,560
|
-
|
4,480,757
|
1,468
|
Allowance balance associated with loans individually evaluated for impairment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Allowance balance associated with loans collectively evaluated for impairment
|
140
|
14,661
|
1,774
|
2,363
|
-
|
18,938
|
21
|
Total Ending balance
|
$140
|
$14,661
|
$1,774
|
$2,363
|
$-
|
$18,938
|
$21
|
At December 31, 2014
|
|||||||
Real Estate Loans
|
Consumer Loans
|
||||||
One- to Four Family Residential,
Including Condominium and
Cooperative
Apartment
|
Multifamily Residential and Residential Mixed Use
|
Commercial
Mixed Use Real Estate
|
Commercial Real Estate
|
Construction
|
Total Real Estate
|
||
Ending balance – loans individually
evaluated for impairment
|
$605
|
$1,272
|
$4,400
|
$13,707
|
$-
|
$19,984
|
$-
|
Ending balance – loans collectively
evaluated for impairment
|
72,895
|
3,297,176
|
324,267
|
403,089
|
-
|
4,097,427
|
1,829
|
Allowance balance associated with loans
individually evaluated for impairment
|
-
|
-
|
-
|
19
|
-
|
19
|
-
|
Allowance balance associated with loans
collectively evaluated for impairment
|
150
|
13,852
|
1,644
|
2,804
|
-
|
18,450
|
24
|
At or for the Nine Months Ended September 30, 2015
|
|||||||
|
Real Estate Loans
|
Consumer Loans
|
|||||
|
One- to Four Family Residential,
Including Condominium and
Cooperative
Apartment
|
Multifamily Residential and Residential Mixed Use
|
Commercial
Mixed Use Real Estate
|
Commercial Real Estate
|
Construction
|
Total Real Estate
|
|
Beginning balance
|
$150
|
$13,852
|
$1,644
|
$2,823
|
$-
|
$18,469
|
$24
|
Provision (credit) for loan losses
|
99
|
848
|
143
|
(1,980)
|
-
|
(890)
|
(1)
|
Charge-offs
|
(113)
|
(42)
|
(37)
|
(5)
|
-
|
(197)
|
(2)
|
Recoveries
|
4
|
3
|
24
|
1,525
|
-
|
1,556
|
-
|
Ending balance
|
$140
|
$14,661
|
$1,774
|
$2,363
|
$-
|
$18,938
|
$21
|
At or for the Nine Months Ended September 30, 2014
|
|||||||
|
Real Estate Loans
|
Consumer Loans
|
|||||
|
One- to Four Family Residential,
Including Condominium and
Cooperative
Apartment
|
Multifamily Residential and Residential Mixed Use
|
Commercial
Mixed Use Real Estate
|
Commercial Real Estate
|
Construction
|
Total Real Estate
|
|
Beginning balance
|
$236
|
$13,840
|
$3,003
|
$3,047
|
$3
|
$20,129
|
$24
|
Provision (credit) for loan losses
|
(118)
|
239
|
(1,508)
|
34
|
(3)
|
(1,356)
|
6
|
Charge-offs
|
(37)
|
(69)
|
(30)
|
(232)
|
-
|
(368)
|
(4)
|
Recoveries
|
122
|
175
|
361
|
9
|
-
|
667
|
-
|
Ending balance
|
$203
|
$14,185
|
$1,826
|
$2,858
|
$-
|
$19,072
|
$26
|
At September 30, 2015
|
|||
Unpaid Principal Balance at Period End
|
Recorded Investment
at Period End(1)
|
Reserve Balance Allocated within the Allowance for Loan Losses at Period End
|
|
One- to Four Family Residential, Including Condominium and Cooperative Apartment
|
|||
With no allocated reserve
|
$638
|
$599
|
$-
|
With an allocated reserve
|
-
|
-
|
-
|
Multifamily Residential and Residential Mixed Use
|
|||
With no allocated reserve
|
1,252
|
1,252
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Commercial Mixed Use Real Estate
|
|||
With no allocated reserve
|
4,365
|
4,365
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Commercial Real Estate
|
|||
With no allocated reserve
|
3,658
|
3,651
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Construction
|
|||
With no allocated reserve
|
-
|
-
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Total
|
|||
With no allocated reserve
|
$9,913
|
$9,867
|
$-
|
With an allocated reserve
|
$-
|
$-
|
$-
|
(1)
|
The recorded investment excludes accrued interest receivable and loan origination fees, net, due to immateriality.
|
At December 31, 2014
|
|||
Unpaid Principal Balance at Period End
|
Recorded Investment
at Period End(1)
|
Reserve Balance Allocated within the Allowance for Loan Losses at Period End
|
|
One- to Four Family Residential, Including Condominium and Cooperative Apartment
|
|||
With no allocated reserve
|
$646
|
$605
|
$-
|
With an allocated reserve
|
-
|
-
|
-
|
Multifamily Residential and Residential Mixed Use
|
|||
With no allocated reserve
|
1,272
|
1,272
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Commercial Mixed Use Real Estate
|
|||
With no allocated reserve
|
4,425
|
4,400
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Commercial Real Estate
|
|||
With no allocated reserve
|
10,306
|
8,207
|
-
|
With an allocated reserve
|
5,500
|
5,500
|
19
|
Construction
|
|||
With no allocated reserve
|
-
|
-
|
-
|
With an allocated reserve
|
-
|
-
|
-
|
Total
|
|||
With no allocated reserve
|
$16,649
|
$14,484
|
$-
|
With an allocated reserve
|
$5,500
|
$5,500
|
$19
|
(1)
|
The recorded investment excludes accrued interest receivable and loan origination fees, net, due to immateriality.
|
Three Months Ended
September 30, 2015
|
Three Months Ended
September 30, 2014
|
Nine Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2014
|
||||||||
Average Recorded Investment
|
Interest
Income Recognized
|
Average Recorded Investment
|
Interest
Income Recognized
|
Average Recorded Investment
|
Interest
Income Recognized
|
Average Recorded Investment
|
Interest
Income Recognized
|
||||
One- to Four Family Residential, Including Condominium and Cooperative Apartment
|
|||||||||||
With no allocated reserve
|
$601
|
$11
|
$769
|
$12
|
$602
|
$34
|
$783
|
$47
|
|||
With an allocated reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
52
|
-
|
|||
Multifamily Residential and Residential Mixed Use
|
|||||||||||
With no allocated reserve
|
1,074
|
10
|
2,483
|
16
|
1,123
|
56
|
2,366
|
72
|
|||
With an allocated reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
Commercial Mixed Use Real Estate
|
|
|
|||||||||
With no allocated reserve
|
4,383
|
44
|
2,200
|
44
|
4,388
|
132
|
2,200
|
193
|
|||
With an allocated reserve
|
-
|
-
|
2,200
|
-
|
-
|
-
|
2,200
|
-
|
|||
Commercial Real Estate
|
|
|
|||||||||
With no allocated reserve
|
5,169
|
35
|
6,863
|
79
|
5,929
|
106
|
7,286
|
120
|
|||
With an allocated reserve
|
-
|
-
|
10,259
|
73
|
1,375
|
97
|
10,272
|
423
|
|||
Construction
|
|
|
|||||||||
With no allocated reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
With an allocated reserve
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||
Total
|
|
|
|||||||||
With no allocated reserve
|
$11,227
|
$100
|
$12,315
|
$151
|
$12,042
|
$328
|
$12,635
|
$432
|
|||
With an allocated reserve
|
$-
|
$-
|
$12,459
|
$73
|
$1,375
|
$97
|
$12,524
|
$423
|
10. | INVESTMENT AND MORTGAGE-BACKED SECURITIES |
Purchase
Amortized/ Historical Cost
|
Recorded Amortized/
Historical Cost
(1)
|
Unrealized
Gains
|
Unrealized Losses
|
Fair
Value
|
||
Investment securities held-to-maturity:
|
||||||
Pooled bank trust preferred securities ("TRUPS")
|
$15,553
|
$5,349
|
$2,382
|
$(253)
|
$7,478
|
|
Available-for-sale securities:
|
||||||
Investment securities
|
||||||
Registered Mutual Funds
|
3,894
|
3,894
|
5
|
(215)
|
3,684
|
|
MBS
|
||||||
Pass-through MBS issued by GSEs
|
431
|
431
|
15
|
-
|
446
|
Purchase
Amortized/ Historical Cost
|
Recorded Amortized/
Historical Cost
(1)
|
Unrealized
Gains
|
Unrealized Losses
|
Fair
Value
|
||
Investment securities held-to-maturity:
|
||||||
TRUPS
|
$15,815
|
$5,367
|
$1,119
|
$(171)
|
$6,315
|
|
Available-for-sale securities:
|
||||||
Investment securities
|
||||||
Registered Mutual Funds
|
3,860
|
3,860
|
-
|
(124)
|
3,736
|
|
Agency notes
|
70
|
70
|
-
|
-
|
70
|
|
MBS
|
||||||
Pass-through MBS issued by GSEs
|
24,154
|
24,154
|
1,453
|
-
|
25,607
|
|
Private issuer pass through MBS
|
449
|
449
|
6
|
-
|
455
|
|
Private issuer collateralized mortgage obligations ("CMOs")
|
343
|
343
|
4
|
-
|
347
|
At or for the Three Months Ended
September 30, 2015
|
At or for the Three Months Ended
September 30, 2014
|
||||||
Credit Related OTTI Recognized in Earnings
|
Non-Credit OTTI Recognized in Accumulated Other Comprehensive Loss
|
Total OTTI
|
Credit Related OTTI Recognized in Earnings
|
Non-Credit OTTI Recognized in Accumulated Other Comprehensive Loss
|
Total OTTI
|
||
Cumulative pre-tax balance at the beginning of the period
|
$8,769
|
$596
|
$9,365
|
$8,945
|
$585
|
$9,530
|
|
Amortization of previously recognized OTTI
|
(26)
|
(9)
|
(35)
|
-
|
(8)
|
(8)
|
|
Cumulative pre-tax balance at end of the period
|
$8,743
|
$587
|
$9,330
|
$8,945
|
$577
|
$9,522
|
At or for the Nine Months Ended
September 30, 2015
|
At or for the Nine Months Ended
September 30, 2014
|
||||||
Credit Related OTTI Recognized in Earnings
|
Non-Credit OTTI Recognized in Accumulated Other Comprehensive Loss
|
Total OTTI
|
Credit Related OTTI Recognized in Earnings
|
Non-Credit OTTI Recognized in Accumulated Other Comprehensive Loss
|
Total OTTI
|
||
Cumulative pre-tax balance at the beginning of the period
|
$8,945
|
$569
|
$9,514
|
$8,945
|
$601
|
$9,546
|
|
Accretion (Amortization) of previously recognized OTTI
|
(202)
|
18
|
(184)
|
-
|
(24)
|
(24)
|
|
Cumulative pre-tax balance at end of the period
|
$8,743
|
$587
|
$9,330
|
$8,945
|
$577
|
$9,522
|
●
|
Based upon an internal review of the collateral backing the TRUPS portfolio, which accounted for current and prospective deferrals, the securities could reasonably be expected to continue making all contractual payments
|
●
|
The Company does not intend to sell these securities prior to full recovery of their impairment
|
●
|
There were no cash or working capital requirements nor contractual or regulatory obligations that would compel the Company to sell these securities prior to their forecasted recovery or maturity
|
●
|
The securities have a pool of underlying issuers comprised primarily of banks
|
●
|
None of the securities have exposure to real estate investment trust issued debt (which has experienced high default rates)
|
●
|
The securities feature either a mandatory auction or a de-leveraging mechanism that could result in principal repayments to the Bank prior to the stated maturity of the security
|
●
|
The securities are adequately collateralized
|
Assets Measured at Fair Value on a Recurring Basis at December 31, 2014
|
||||||||||||||||
Fair Value Measurements Using
|
||||||||||||||||
Description
|
Total
|
Level 1 Inputs
|
Level 2 Inputs
|
Level 3 Inputs
|
||||||||||||
Trading securities (Registered Mutual Funds):
|
||||||||||||||||
Domestic Equity Mutual Funds
|
$
|
1,399
|
$
|
1,399
|
$
|
-
|
$
|
-
|
||||||||
International Equity Mutual Funds
|
159
|
159
|
-
|
-
|
||||||||||||
Fixed Income Mutual Funds
|
7,001
|
7,001
|
-
|
-
|
||||||||||||
Investment securities available-for-sale:
|
||||||||||||||||
Agency notes
|
70
|
-
|
70
|
-
|
||||||||||||
Registered Mutual Funds:
|
||||||||||||||||
Domestic Equity Mutual Funds
|
2,160
|
2,160
|
-
|
-
|
||||||||||||
International Equity Mutual Funds
|
415
|
415
|
-
|
-
|
||||||||||||
Fixed Income Mutual Funds
|
1,161
|
1,161
|
-
|
-
|
||||||||||||
Pass-through MBS issued by GSEs
|
25,607
|
-
|
25,607
|
-
|
||||||||||||
Private issuer pass through MBS
|
455
|
-
|
455
|
-
|
||||||||||||
Private issuer CMOs
|
347
|
-
|
347
|
-
|
Fair Value Derived
|
Valuation Technique Utilized
|
Significant Unobservable Input(s)
|
Minimum Value
|
Maximum Value
|
Weighted Average Value
|
|||||||||||
$
|
4,400
|
Income approach only
|
Capitalization rate
|
N/A
|
(1)
|
N/A
|
(1)
|
7.5
|
%
|
Fair Value at September 30, 2015 Using
|
||||||||||||||||||||
At September 30, 2015
|
Carrying
Amount
|
Level 1
Inputs
|
Level 2
Inputs
|
Level 3
Inputs
|
Total
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Cash and due from banks
|
$
|
74,073
|
$
|
74,073
|
$
|
-
|
$
|
-
|
$
|
74,073
|
||||||||||
Federal funds sold and other short-term investments
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Investment securities held to maturity (TRUPS)
|
5,349
|
-
|
7,478
|
-
|
7,478
|
|||||||||||||||
Loans, net (excluding impaired loans carried at fair value)
|
4,473,133
|
-
|
-
|
4,521,373
|
4,521,373
|
|||||||||||||||
Accrued interest receivable
|
12,547
|
-
|
28
|
12,519
|
12,547
|
|||||||||||||||
FHLBNY capital stock
|
54,348
|
N/
|
A
|
N/
|
A
|
N/
|
A
|
N/
|
A
|
|||||||||||
Liabilities:
|
||||||||||||||||||||
Savings, money market and checking accounts
|
2,141,790
|
2,141,790
|
-
|
-
|
2,141,790
|
|||||||||||||||
Certificates of Deposit ("CDs")
|
887,707
|
-
|
895,391
|
-
|
895,391
|
|||||||||||||||
Escrow and other deposits
|
131,132
|
131,132
|
-
|
-
|
131,132
|
|||||||||||||||
FHLBNY Advances
|
1,069,725
|
-
|
1,079,707
|
-
|
1,079,707
|
|||||||||||||||
Trust Preferred securities payable
|
70,680
|
-
|
70,680
|
-
|
70,680
|
|||||||||||||||
Accrued interest payable
|
2,389
|
-
|
2,389
|
-
|
2,389
|
Fair Value at December 31, 2014 Using
|
||||||||||||||||||||
At December 31, 2014
|
Carrying
Amount
|
Level 1
Inputs
|
Level 2
Inputs
|
Level 3
Inputs
|
Total
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Cash and due from banks
|
$
|
78,187
|
$
|
78,187
|
$
|
-
|
$
|
-
|
$
|
78,187
|
||||||||||
Federal funds sold and other short-term investments
|
250
|
250
|
-
|
-
|
250
|
|||||||||||||||
Investment securities held to maturity (TRUPS)
|
5,367
|
-
|
-
|
6,315
|
6,315
|
|||||||||||||||
Loans, net (excluding impaired loans carried at fair value)
|
4,096,347
|
-
|
-
|
4,188,137
|
4,188,137
|
|||||||||||||||
Accrued interest receivable
|
12,664
|
2
|
104
|
12,558
|
12,664
|
|||||||||||||||
FHLBNY capital stock
|
58,407
|
N/
|
A
|
N/
|
A
|
N/
|
A
|
N/
|
A
|
|||||||||||
Liabilities:
|
||||||||||||||||||||
Savings, money market and checking accounts
|
1,733,474
|
1,733,474
|
-
|
-
|
1,733,474
|
|||||||||||||||
CDs
|
926,318
|
-
|
934,324
|
-
|
934,324
|
|||||||||||||||
Escrow and other deposits
|
91,921
|
91,921
|
-
|
-
|
91,921
|
|||||||||||||||
FHLBNY Advances
|
1,173,725
|
-
|
1,186,069
|
-
|
1,186,069
|
|||||||||||||||
Trust Preferred securities payable
|
70,680
|
-
|
70,680
|
-
|
70,680
|
|||||||||||||||
Accrued interest payable
|
2,729
|
-
|
2,729
|
-
|
2,729
|
Three Months Ended
September 30, 2015
|
Three Months Ended
September 30, 2014
|
|||||||||||||||
BMP,
Employee and Outside Director
Retirement Plans
|
Postretirement Plan
|
BMP,
Employee and Outside Director
Retirement Plans
|
Postretirement
Plan
|
|||||||||||||
Service cost
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
10
|
||||||||
Interest cost
|
344
|
18
|
338
|
58
|
||||||||||||
Expected return on assets
|
(414
|
)
|
-
|
(444
|
)
|
-
|
||||||||||
Amortization of unrealized loss
|
480
|
(2
|
)
|
261
|
-
|
|||||||||||
Net periodic cost
|
$
|
410
|
$
|
16
|
$
|
155
|
$
|
68
|
Nine Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2014
|
|||||||||||||||
BMP,
Employee and Outside Director
Retirement Plans
|
Postretirement Plan
|
BMP,
Employee and Outside Director
Retirement Plans
|
Postretirement
Plan
|
|||||||||||||
Service cost
|
$
|
-
|
$
|
9
|
$
|
-
|
$
|
30
|
||||||||
Interest cost
|
749
|
556
|
1,014
|
174
|
||||||||||||
Expected return on assets
|
(1,242
|
)
|
-
|
(1,332
|
)
|
-
|
||||||||||
Curtailment gain(1)
|
-
|
(3,394
|
)
|
-
|
-
|
|||||||||||
Amortization of unrealized loss
|
1,257
|
(27
|
)
|
783
|
-
|
|||||||||||
Net periodic cost (gain)
|
$
|
764
|
$
|
(2,856
|
)
|
$
|
465
|
$
|
204
|
(1)
|
The Postretirement Plan was amended effective March 31, 2015, whereby future retirees will not be eligible to participate in the plan. This plan amendment resulted in a curtailment gain.
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Gain on the sale of loans
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
27
|
||||||||
Credit to the liability for First Loss Position
|
-
|
-
|
-
|
1,040
|
||||||||||||
Mortgage banking fees recognized
|
41
|
71
|
154
|
86
|
||||||||||||
Net mortgage banking income
|
$
|
41
|
$
|
71
|
$
|
154
|
$
|
1,153
|
Bank
|
Consolidated Company
|
Basel III Minimum Requirement
|
Basel III Minimum Requirement Plus 2.5% Buffer(1)
|
Well Capitalized Requirement Under FDIC Prompt Corrective Action Framework(2)
|
||
Common equity Tier 1 capital to risk weighted assets
|
11.91%
|
12.11%
|
4.5%
|
7.0%
|
6.5%
|
|
Tier 1 Capital to risk weighted assets
|
11.91
|
14.00
|
6.0
|
8.5
|
8.0
|
|
Total Capital to risk weighted assets
|
12.43
|
14.53
|
8.0
|
10.5
|
10.0
|
|
Tier 1 Capital to average assets (Leverage ratio)
|
9.36
|
10.91
|
4.0
|
n/a
|
5.0
|
(1)
|
The 2.5% buffer percentage represents the fully phased-in requirement as of January 1, 2019.
|
(2)
|
Only the Bank is subject to these requirements.
|
At or For the Three Months Ended September 30,
|
At or For the Nine Months Ended September 30,
|
|||||
2015
|
2014
|
2015
|
2014
|
|||
Performance and Other Selected Ratios:
|
||||||
Return on Average Assets
|
0.86%
|
1.09%
|
0.97%
|
1.01%
|
||
Return on Average Stockholders' Equity
|
8.38
|
10.37
|
9.44
|
9.62
|
||
Stockholders' Equity to Total Assets
|
10.01
|
10.41
|
10.01
|
10.41
|
||
Loans to Deposits at End of Period
|
148.28
|
154.60
|
148.28
|
154.60
|
||
Loans to Earning Assets at End of Period
|
95.57
|
95.90
|
95.57
|
95. 90
|
||
Net Interest Spread
|
2.69
|
2.92
|
2.72
|
2.84
|
||
Net Interest Margin
|
2.84
|
3.09
|
2.90
|
3.04
|
||
Non-Interest Expense to Average Assets
|
1.37
|
1.36
|
1.35
|
1.44
|
||
Efficiency Ratio
|
47.63
|
43.54
|
46.09
|
46.51
|
||
Effective Tax Rate
|
41.30
|
39.83
|
40.79
|
41.08
|
||
Dividend Payout Ratio
|
50.00
|
42.42
|
45.65
|
46.67
|
||
Per Share Data:
|
||||||
Reported EPS (Diluted)
|
$0.28
|
$0.33
|
$0.92
|
$0.90
|
||
Cash Dividends Paid Per Share
|
0.14
|
0.14
|
0.42
|
0.42
|
||
Stated Book Value
|
13.01
|
12.38
|
13.01
|
12.38
|
||
Asset Quality Summary:
|
||||||
Net charge-offs (recoveries)
|
$10
|
$34
|
$(1,357)
|
$(295)
|
||
Non-performing Loans (including loans held for sale)
|
1,590
|
11,527
|
1,590
|
11,527
|
||
Non-performing Loans/Total Loans
|
0.04%
|
0.28%
|
0.04%
|
0.28%
|
||
Non-performing Assets
|
$2,965
|
$13,929
|
$2,965
|
$13,929
|
||
Non-performing Assets/Total Assets
|
0.06%
|
0.32%
|
0.06%
|
0.32%
|
||
Allowance for Loan Loss/Total Loans
|
0.42
|
0.47
|
0.42
|
0.47
|
||
Allowance for Loan Loss/Non-performing Loans
|
1,192.39
|
165.68
|
1,192.39
|
165.68
|
||
Earnings to Fixed Charges Ratios (1)
|
||||||
Including Interest on Deposits
|
2.51x
|
2.54x
|
2.58x
|
2.48x
|
||
Excluding Interest on Deposits
|
4.13
|
3.54
|
3.97
|
3.44
|
Less than One Year |
One Year
to Three Years
|
Over Three Years to
Five Years
|
Over Five Years | Total | ||
(Dollars in thousands) | ||||||
Credit Commitments:
|
||||||
Available lines of credit | $36,585 | $- | $- | $- | $36,585 | |
Mortgage loan commitments | 115,053 | - | - | - | 115,053 | |
Total Off-Balance Sheet Arrangements | $151,638 | $- | $- | $- | $151,638 |
At September 30, 2015
|
At December 31, 2014
|
|||||||
(Dollars in Thousands)
|
||||||||
Non-accrual loans (excluding non-accrual loans held for sale)
|
$
|
1,590
|
$
|
6,198
|
||||
Non-accrual one- to four-family and consumer loans deemed homogeneous loans
|
(835
|
)
|
(1,314
|
)
|
||||
TDRs retained on accrual status
|
9,112
|
15,100
|
||||||
Impaired loans
|
$
|
9,867
|
$
|
19,984
|
●
|
For economic or legal reasons related to the debtor's financial difficulties, a concession has been granted that would not have otherwise been considered
|
●
|
A reduction of interest rate has been made for the remaining term of the loan
|
●
|
The maturity date of the loan has been extended with a stated interest rate lower than the current market rate for new debt with similar risk
|
●
|
The outstanding principal amount and/or accrued interest have been reduced
|
At September 30, 2015
|
At December 31, 2014
|
|||||||
(Dollars in Thousands)
|
||||||||
One- to four-family residential including condominium and cooperative apartment
|
$
|
834
|
$
|
1,310
|
||||
Multifamily residential and residential mixed use real estate
|
547
|
167
|
||||||
Commercial real estate and commercial mixed use real estate
|
207
|
4,717
|
||||||
Consumer
|
2
|
4
|
||||||
Total non-accrual loans
|
1,590
|
6,198
|
||||||
Non-performing TRUPS
|
1,227
|
904
|
||||||
OREO
|
148
|
18
|
||||||
Total non-performing assets
|
2,965
|
7,120
|
||||||
Ratios:
|
||||||||
Total non-accrual loans to total loans
|
0.04
|
%
|
0.15
|
%
|
||||
Total non-performing assets to total assets
|
0.06
|
0.16
|
||||||
TDRs and Impaired Loans
|
||||||||
TDRs
|
$
|
9,320
|
$
|
19,817
|
||||
Impaired loans (1)
|
9,867
|
19,984
|
At September 30,
2015
|
At June 30, 2015
|
At December 31,
2014
|
|
(Dollars in Thousands)
|
|||
Real Estate Loans:
|
|||
Impaired loans
|
$-
|
$-
|
$19
|
Substandard loans not deemed impaired
|
284
|
244
|
371
|
Special Mention loans not deemed impaired
|
99
|
108
|
228
|
Pass graded loans
|
18,555
|
18,179
|
17,851
|
Sub-total real estate loans
|
18,938
|
18,531
|
18,469
|
Consumer loans
|
21
|
22
|
24
|
TOTAL
|
$18,959
|
$18,553
|
$18,493
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||
2015
|
2014
|
2015
|
2014
|
||
(Dollars in Thousands)
|
|||||
Net charge-offs (recoveries )
|
$10
|
$34
|
$(1,357)
|
$(295)
|
|
Provision (Credit)
|
416
|
(501)
|
(891)
|
(1,350)
|
Three Months Ended September 30,
|
||||||||||||||||||||||||
2015
|
2014
|
|||||||||||||||||||||||
Average
|
Average
|
|||||||||||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
|||||||||||||||||||||
Balance
|
Interest
|
Cost
|
Balance
|
Interest
|
Cost
|
|||||||||||||||||||
Assets:
|
(Dollars In Thousands)
|
|||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||
Real estate loans
|
$
|
4,368,777
|
$
|
42,109
|
3.86
|
%
|
$
|
4,015,816
|
$
|
43,477
|
4.33
|
%
|
||||||||||||
Other loans
|
1,548
|
22
|
5.68
|
2,051
|
26
|
5.07
|
||||||||||||||||||
MBS
|
439
|
1
|
0.91
|
27,011
|
223
|
3.30
|
||||||||||||||||||
Investment securities
|
18,602
|
254
|
5.46
|
15,827
|
68
|
1.72
|
||||||||||||||||||
Federal funds sold and other short-term investments
|
89,318
|
510
|
2.28
|
78,097
|
551
|
2.82
|
||||||||||||||||||
Total interest-earning assets
|
4,478,684
|
$
|
42,896
|
3.83
|
%
|
4,138,802
|
$
|
44,345
|
4.29
|
%
|
||||||||||||||
Non-interest earning assets
|
212,324
|
182,426
|
||||||||||||||||||||||
Total assets
|
$
|
4,691,008
|
$
|
4,321,228
|
||||||||||||||||||||
Liabilities and Stockholders' Equity:
|
||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||
Interest bearing checking accounts
|
$
|
75,082
|
$
|
74
|
0.39
|
%
|
$
|
76,623
|
$
|
51
|
0.26
|
%
|
||||||||||||
Money Market accounts
|
1,417,796
|
2,717
|
0.76
|
1,153,517
|
1,692
|
0.58
|
||||||||||||||||||
Savings accounts
|
370,454
|
45
|
0.05
|
378,527
|
47
|
0.05
|
||||||||||||||||||
CDs
|
891,769
|
3,054
|
1.36
|
852,188
|
3,186
|
1.48
|
||||||||||||||||||
Borrowed Funds
|
1,091,258
|
5,192
|
1.89
|
1,119,859
|
7,410
|
2.63
|
||||||||||||||||||
Total interest-bearing liabilities
|
3,846,359
|
$
|
11,082
|
1.14
|
%
|
3,580,714
|
$
|
12,386
|
1.37
|
%
|
||||||||||||||
Non-interest bearing checking accounts
|
233,224
|
175,738
|
||||||||||||||||||||||
Other non-interest-bearing liabilities
|
130,356
|
110,962
|
||||||||||||||||||||||
Total liabilities
|
4,209,939
|
3,867,414
|
||||||||||||||||||||||
Stockholders' equity
|
481,069
|
453,814
|
||||||||||||||||||||||
Total liabilities and stockholders' equity
|
$
|
4,691,008
|
$
|
4,321,228
|
||||||||||||||||||||
Net interest income
|
$
|
31,814
|
$
|
31,959
|
||||||||||||||||||||
Net interest spread
|
2.69
|
%
|
2.92
|
%
|
||||||||||||||||||||
Net interest-earning assets
|
$
|
632,325
|
$
|
558,088
|
||||||||||||||||||||
Net interest margin
|
2.84
|
%
|
3.09
|
%
|
||||||||||||||||||||
Ratio of interest-earning assets to interest-bearing liabilities
|
116.44
|
%
|
115.59
|
%
|
Three Months Ended September 30, 2015
Compared to Three Months Ended September 30, 2014 Increase/ (Decrease) Due to:
|
||||||||||||
Volume
|
Rate
|
Total
|
||||||||||
(Dollars In thousands)
|
||||||||||||
Interest-earning assets:
|
||||||||||||
Real Estate Loans
|
$
|
3,586
|
$
|
(4,954
|
)
|
$
|
(1,368
|
)
|
||||
Other loans
|
(7
|
)
|
3
|
(4
|
)
|
|||||||
MBS
|
(140
|
)
|
(82
|
)
|
(222
|
)
|
||||||
Investment securities
|
25
|
161
|
186
|
|||||||||
Federal funds sold and other short-term investments
|
72
|
(113
|
)
|
(41
|
)
|
|||||||
Total
|
$
|
3,536
|
$
|
(4,985
|
)
|
$
|
(1,449
|
)
|
||||
Interest-bearing liabilities:
|
||||||||||||
Interest bearing checking accounts
|
$
|
(2
|
)
|
$
|
25
|
$
|
23
|
|||||
Money market accounts
|
445
|
580
|
1,025
|
|||||||||
Savings accounts
|
(2
|
)
|
-
|
(2
|
)
|
|||||||
CDs
|
137
|
(269
|
)
|
(132
|
)
|
|||||||
Borrowed funds
|
(159
|
)
|
(2,059
|
)
|
(2,218
|
)
|
||||||
Total
|
$
|
419
|
$
|
(1,723
|
)
|
$
|
(1,304
|
)
|
||||
Net change in net interest income
|
$
|
3,117
|
$
|
(3,262
|
)
|
$
|
(145
|
)
|
●
|
During the period January 1, 2009 through September 30, 2015, Federal Open Market Committee monetary policies resulted in the maintenance of the overnight federal funds rate in a range of 0.0% to 0.25%, helping deposit and borrowing costs remain at historically low levels.
|
●
|
Marketplace competition and refinancing activity on real estate loans, particularly during the period January 1, 2012 through September 30, 2015, has resulted in an ongoing reduction in the average yield on real estate loans.
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
2015
|
2014
|
|||||||||||||||||||||||
Average
|
Average
|
|||||||||||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
|||||||||||||||||||||
Balance
|
Interest
|
Cost
|
Balance
|
Interest
|
Cost
|
|||||||||||||||||||
Assets:
|
(Dollars In Thousands)
|
|||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||
Real estate loans
|
$
|
4,251,958
|
$
|
127,370
|
3.99
|
%
|
$
|
3,926,147
|
$
|
126,312
|
4.29
|
%
|
||||||||||||
Other loans
|
1,581
|
70
|
5.90
|
1,968
|
80
|
5.42
|
||||||||||||||||||
MBS
|
8,006
|
184
|
3.06
|
28,324
|
707
|
3.33
|
||||||||||||||||||
Investment securities
|
18,502
|
544
|
3.92
|
20,336
|
274
|
1.80
|
||||||||||||||||||
Federal funds sold and other short-term investments
|
91,975
|
1,738
|
2.52
|
95,219
|
1,609
|
2.25
|
||||||||||||||||||
Total interest-earning assets
|
4,372,022
|
$
|
129,906
|
3.96
|
%
|
4,071,994
|
$
|
128,982
|
4.22
|
%
|
||||||||||||||
Non-interest earning assets
|
216,879
|
186,518
|
||||||||||||||||||||||
Total assets
|
$
|
4,588,901
|
$
|
4,258,512
|
||||||||||||||||||||
Liabilities and Stockholders' Equity:
|
||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||
Interest bearing checking accounts
|
$
|
75,969
|
$
|
188
|
0.33
|
%
|
$
|
80,359
|
$
|
170
|
0.28
|
%
|
||||||||||||
Money Market accounts
|
1,311,101
|
7,073
|
0.72
|
1,106,789
|
4,556
|
0.55
|
||||||||||||||||||
Savings accounts
|
372,064
|
137
|
0.05
|
378,684
|
140
|
0.05
|
||||||||||||||||||
CDs
|
912,164
|
9,382
|
1.38
|
856,017
|
9,724
|
1.52
|
||||||||||||||||||
Borrowed Funds
|
1,088,120
|
18,148
|
2.23
|
1,089,462
|
21,584
|
2.65
|
||||||||||||||||||
Total interest-bearing liabilities
|
3,759,418
|
$
|
34,928
|
1.24
|
%
|
3,511,311
|
$
|
36,174
|
1.38
|
%
|
||||||||||||||
Non-interest bearing checking accounts
|
212,239
|
174,981
|
||||||||||||||||||||||
Other non-interest-bearing liabilities
|
145,455
|
125,258
|
||||||||||||||||||||||
Total liabilities
|
4,117,112
|
3,811,550
|
||||||||||||||||||||||
Stockholders' equity
|
471,789
|
446,962
|
||||||||||||||||||||||
Total liabilities and stockholders' equity
|
$
|
4,588,901
|
$
|
4,258,512
|
||||||||||||||||||||
Net interest income
|
$
|
94,978
|
$
|
92,808
|
||||||||||||||||||||
Net interest spread
|
2.72
|
%
|
2.84
|
%
|
||||||||||||||||||||
Net interest-earning assets
|
$
|
612,604
|
$
|
560,683
|
||||||||||||||||||||
Net interest margin
|
2.90
|
%
|
3.04
|
%
|
||||||||||||||||||||
Ratio of interest-earning assets to interest-bearing liabilities
|
116.30
|
%
|
115.97
|
%
|
Nine Months Ended September 30, 2015
Compared to Nine Months Ended September 30, 2014 Increase/ (Decrease) Due to:
|
||||||||||||
Volume
|
Rate
|
Total
|
||||||||||
(Dollars In thousands)
|
||||||||||||
Interest-earning assets:
|
||||||||||||
Real Estate Loans
|
$
|
10,188
|
$
|
(9,130
|
)
|
$
|
1,058
|
|||||
Other loans
|
(17
|
)
|
7
|
(10
|
)
|
|||||||
MBS
|
(486
|
)
|
(37
|
)
|
(523
|
)
|
||||||
Investment securities
|
(39
|
)
|
309
|
270
|
||||||||
Federal funds sold and other short-term investments
|
(60
|
)
|
189
|
129
|
||||||||
Total
|
$
|
9,586
|
$
|
(8,662
|
)
|
$
|
924
|
|||||
Interest-bearing liabilities:
|
||||||||||||
Interest bearing checking accounts
|
$
|
(11
|
)
|
$
|
29
|
$
|
18
|
|||||
Money market accounts
|
976
|
1,541
|
2,517
|
|||||||||
Savings accounts
|
(3
|
)
|
-
|
(3
|
)
|
|||||||
CDs
|
596
|
(938
|
)
|
(342
|
)
|
|||||||
Borrowed funds
|
(21
|
)
|
(3,415
|
)
|
(3,436
|
)
|
||||||
Total
|
$
|
1,537
|
$
|
(2,783
|
)
|
$
|
(1,246
|
)
|
||||
Net change in net interest income
|
$
|
8,049
|
$
|
(5,879
|
)
|
$
|
2,170
|
·
|
During the period January 1, 2009 through September 30, 2015, Federal Open Market Committee monetary policies resulted in the maintenance of the overnight federal funds rate in a range of 0.0% to 0.25%, helping deposit and borrowing costs remain at historically low levels.
|
·
|
Marketplace competition and refinancing activity on real estate loans, particularly during the period January 1, 2012 through September 30, 2015, has resulted in an ongoing reduction in the average yield on real estate loans.
|
At September 30, 2015
|
At December 31, 2014
|
||||||
EVE
|
Dollar
Change
|
Percentage
Change
|
EVE
|
Dollar
Change
|
Percentage
Change
|
||
Rate Shock Scenario
|
(Dollars in Thousands)
|
||||||
+ 200 Basis Points
|
$478,062
|
$(57,871)
|
-10.8%
|
$498,138
|
$(49,201)
|
-9.0%
|
|
Pre-Shock Scenario
|
535,933
|
-
|
-
|
547,339
|
-
|
-
|
Instantaneous Change in Interest rate of:
|
Percentage Change
in Net Interest Income
|
|
+ 200 Basis Points
|
(15.5)%
|
|
+ 100 Basis Points
|
(7.8)
|
|
-100 Basis Points
|
6.1
|
(c)
|
The Holding Company did not repurchase any shares of its common stock into treasury during the three months ended September 30, 2015. No existing repurchase programs expired during the three months ended September 30, 2015, nor did the Company terminate any repurchase programs prior to expiration during the period. As of September 30, 2015, the Holding Company had an additional 1,104,549 shares remaining eligible for repurchase under its twelfth stock repurchase program, which was publicly announced in June 2007.
|
3(i)
|
Amended and Restated Certificate of Incorporation of Dime Community Bancshares, Inc. (1)
|
|
3(ii)
|
Amended and Restated Bylaws of Dime Community Bancshares, Inc. (17)
|
|
4.1
|
Amended and Restated Certificate of Incorporation of Dime Community Bancshares, Inc. [See Exhibit 3(i) hereto]
|
|
4.2
|
Amended and Restated Bylaws of Dime Community Bancshares, Inc. [See Exhibit 3(ii) hereto]
|
|
4.3
|
Draft Stock Certificate of Dime Community Bancshares, Inc. (2)
|
|
4.4
|
Second Amended and Restated Declaration of Trust, dated as of July 29, 2004, by and among Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company as Institutional Trustee, Dime Community Bancshares, Inc., as Sponsor, the Administrators of Dime Community Capital Trust I and the holders from time to time of undivided beneficial interests in the assets of Dime Community Capital Trust I (4)
|
|
4.5
|
Indenture, dated as of March 19, 2004, between Dime Community Bancshares, Inc. and Wilmington Trust Company, as trustee (4)
|
|
4.6
|
Series B Guarantee Agreement, dated as of July 29, 2004, executed and delivered by Dime Community Bancshares, Inc., as Guarantor and Wilmington Trust Company, as Guarantee Trustee, for the benefit of the holders from time to time of the Series B Capital Securities of Dime Community Capital Trust I (4)
|
|
10.1
|
Amended and Restated Employment Agreement between The Dime Savings Bank of Williamsburgh and Vincent F. Palagiano (10)
|
|
10.2
|
Amended and Restated Employment Agreement between The Dime Savings Bank of Williamsburgh and Michael P. Devine (10)
|
|
10.3
|
Amended and Restated Employment Agreement between The Dime Savings Bank of Williamsburgh and Kenneth J. Mahon (10)
|
|
10.4
|
Employment Agreement between Dime Community Bancshares, Inc. and Vincent F. Palagiano (10)
|
|
10.5
|
Employment Agreement between Dime Community Bancshares, Inc. and Michael P. Devine (10)
|
|
10.6
|
Employment Agreement between Dime Community Bancshares, Inc. and Kenneth J. Mahon (10)
|
|
10.7
|
Form of Employee Retention Agreement by and among The Dime Savings Bank of Williamsburgh, Dime Community Bancorp, Inc. and certain officers (12)
|
|
10.8
|
The Benefit Maintenance Plan of Dime Community Bancorp, Inc. (9)
|
|
10.9
|
Severance Pay Plan of The Dime Savings Bank of Williamsburgh (8)
|
|
10.10
|
Retirement Plan for Board Members of Dime Community Bancorp, Inc. (8)
|
|
10.12
|
Recognition and Retention Plan for Outside Directors, Officers and Employees of Dime Community Bancorp, Inc., as amended by amendments number 1 and 2 (3)
|
|
10.13
|
Form of stock option agreement for Outside Directors under Dime Community Bancshares, Inc. 1996 and 2001
Stock Option Plans for Outside Directors, Officers and Employees and the 2004 Stock Incentive Plan. (3)
|
|
10.14
|
Form of stock option agreement for officers and employees under Dime Community Bancshares, Inc. 1996 and 2001 Stock Option Plans for Outside Directors, Officers and Employees and the 2004 Stock Incentive Plan (3)
|
|
10.20
|
Dime Community Bancshares, Inc. 2001 Stock Option Plan for Outside Directors, Officers and Employees (11)
|
|
10.21
|
Dime Community Bancshares, Inc. 2004 Stock Incentive Plan for Outside Directors, Officers and Employees (7)
|
|
10.22
|
Waiver executed by Vincent F. Palagiano (6)
|
|
10.23
|
Waiver executed by Michael P. Devine (6)
|
|
10.24
|
Waiver executed by Kenneth J. Mahon (6)
|
|
10.25
|
Form of restricted stock award notice for officers and employees under the 2004 Stock Incentive Plan (5)
|
|
10.27
|
Form of restricted stock award notice for outside directors under the 2004 Stock Incentive Plan (5)
|
|
10.28
|
Employee Retention Agreement between The Dime Savings Bank of Williamsburgh, Dime Community Bancshares, Inc. and Daniel Harris (8)
|
|
10.30
|
Adoption Agreement for Pentegra Services, Inc. Volume Submitter 401(K) Profit Sharing Plan (19)
|
|
10.31
|
Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates (8)
|
|
10.32
|
Amendment to the Benefit Maintenance Plan (13)
|
|
10.33
|
Amendments One, Two and Three to the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates (14)
|
|
10.34
|
Dime Community Bancshares, Inc. 2013 Equity And Incentive Plan (15)
|
|
10.35
|
Form of restricted stock award notice for officers and employees under the 2013 Equity and Incentive Plan (16)
|
|
10.36
|
Form of restricted stock award notice for outside directors under the 2013 Equity and Incentive Plan (16)
|
|
10.37
|
The Dime Savings Bank of Williamsburgh 401(K) Savings Plan (19)
|
|
10.38
|
Amendment Number Four to the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates (18)
|
10.39
|
Amendment Number One to the Dime Savings Bank of Williamsburgh 401(K) Savings Plan (19)
|
|
10.40
|
Retirement and Consulting Agreement between Dime Community Bancshares, Inc. and Michael P. Devine
|
|
12.1
|
Computation of ratio of earnings to fixed charges
|
|
31(i).1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
|
|
31(i).2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
|
|
32.2
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350
|
|
101**
|
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2015 is formatted in XBRL (Extensible Business Reporting Language) interactive data files: (i) the Consolidated Balance Sheets as of SEptember 30, 2015 and December 31, 2014, (ii) the Consolidated Statements of Income for the three-month and nine-month periods ended September 30, 2015 and 2014, (iii) the Consolidated Statements of Comprehensive Income for the three- month and nine-months periods ended September 30, 2015 and 2014, (iv) the Consolidated Statements of Changes in Stockholders' Equity for the nine months ended September 30, 2015 and 2014, (v) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014, and (vi) the Notes to Consolidated Financial Statements.
|
**
|
Furnished, not filed, herewith.
|
(1)
|
Incorporated by reference to the registrant's Transition Report on Form 10-K for the transition period ended December 31, 2002 filed on March 28, 2003.
|
(2)
|
Incorporated by reference to the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 filed on September 28, 1998.
|
(3)
|
Incorporated by reference to the registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed on September 26, 1997, and the Current Reports on Form 8-K filed on March 22, 2004 and March 29, 2005.
|
(4)
|
Incorporated by reference to Exhibits to the registrant's Registration Statement No. 333-117743 on Form S-4 filed on July 29, 2004.
|
(5)
|
Incorporated by reference to the registrant's Current Report on Form 8-K filed on March 22, 2005.
|
(6)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed on May 10, 2005.
|
(7)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed on August 8, 2008.
|
(8)
|
Incorporated by reference to the registrant's Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 16, 2009.
|
(9)
|
Incorporated by reference to the registrant's Current Report on Form 8-K filed on April 4, 2011.
|
(10)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed on May 10, 2011.
|
(11)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 9, 2011.
|
(12)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed on May 9, 2012.
|
(13)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed on November 13, 2012.
|
(14)
|
Incorporated by reference to the registrant's Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 15, 2013.
|
(15)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed on August 9, 2013.
|
(16)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on August 5, 2014.
|
(17)
|
Incorporated by reference to the registrant's Current Report on Form 8-K filed on October 23, 2014.
|
(18)
|
Incorporated by reference to the registrant's Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 16, 2015.
|
(19)
|
Incorporated by reference to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 7, 2015.
|
Dime Community Bancshares, Inc.
|
Dated: November 6, 2015
|
By:
/s/ VINCENT F. PALAGIANO
|
|
Vincent F. Palagiano
|
||
Chairman of the Board and Chief Executive Officer
|
Dated: November 6, 2015
|
By:
/s/ Michael Pucella
|
|
Michael Pucella
|
||
Executive Vice President and Chief Accounting Officer (Principal Financial Officer)
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter In the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter In the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Three Months Ended
|
Nine Months Ended
|
|||||||
|
September 30, 2015
|
|
September 30, 2014
|
September 30, 2015
|
|
June 30, 2014
|
||
Ratio of Earnings to Fixed Charges (Including Deposits)
|
|
|
|
|
|
|
||
Earnings:
|
|
|
|
|
|
|
||
Income before income taxes
|
$17,173
|
|
$19,553
|
$56,392
|
|
$ 54,755
|
||
Add: Fixed charges, net
|
11,369
|
|
12,673
|
35,773
|
|
37,022
|
||
Income before income taxes and fixed charges, net
|
28,542
|
|
32,226
|
92,165
|
|
91,777
|
||
Fixed charges
|
|
|
||||||
Interest expense
|
$11,082
|
|
$12,386
|
$34,928
|
|
$36,173
|
||
One-third of rental expense
|
287
|
|
287
|
845
|
|
849
|
||
Interest on unrecognized tax benefits
|
0
|
|
0
|
0
|
|
-
|
||
Total fixed charges
|
$ 11,369
|
|
$ 12,673
|
$ 35,773
|
|
$ 37,022
|
||
Ratio of Earnings to Fixed Charges
|
2.51
|
x
|
2.54
|
x
|
2.58
|
x
|
2.48
|
x
|
|
|
|
|
|
|
|||
Ratio of Earnings to Fixed Charges (Excluding Deposits)
|
|
|
|
|
|
|
||
Earnings:
|
|
|
|
|
|
|
||
Income before income taxes
|
$17,173
|
|
$19,553
|
$56,392
|
|
$ 54,755
|
||
Add: Fixed charges, net
|
5,479
|
|
7,697
|
18,993
|
|
22,432
|
||
Income before income taxes and fixed charges, net
|
22,652
|
|
27,250
|
75,385
|
|
77,187
|
||
Fixed charges
|
|
|
||||||
Interest expense (excluding deposits)
|
5,192
|
|
7,410
|
18,148
|
|
21,583
|
||
One-third of rental expense
|
287
|
|
287
|
845
|
|
849
|
||
Interest on unrecognized tax benefits
|
-
|
-
|
-
|
-
|
||||
Total fixed charges
|
$ 5,479
|
|
$ 7,697
|
$ 18,993
|
|
$ 22,432
|
||
Ratio of Earnings to Fixed Charges
|
4.13
|
x
|
3.54
|
x
|
3.97
|
x
|
3.44
|
x
|
1.
|
Retirement;
Employment Until Retirement Date
.
|
i.
|
The Company shall pay the Executive a quarterly consulting fee at the rate of $100,000 per quarter, payable in arrears on the last business day of each quarter.
|
ii.
|
The Executive's service during the Consulting Period shall be treated for all purposes as continuing service with respect to outstanding, but unvested, awards of Company restricted stock held by the Executive as of his Retirement Date and, to the extent not vested, all then outstanding restricted stock awards shall vest on the last day of the Consulting Period.
|
iii.
|
Except as is expressly provided in this Agreement, the Executive shall not receive nor be entitled to participate in any Company or Bank benefits or benefit plans with respect to the work done during the Consulting Period.
|
iv.
|
During the Consulting Period, the Executive shall be provided reasonable access to office space and secretarial services at the Company's headquarters, and shall be reimbursed for reasonable pre-approved expenses directly related to his consulting assignments, subject to applicable Bank policies on expense reimbursement.
|
v.
|
The Executive acknowledges that he is, and shall be, solely responsible for the payment of all federal, state and local taxes that are required by applicable laws or regulations to be paid with respect to all compensation and benefits payable or provided hereunder.
|