[ X ]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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)
|
TABLE
OF CONTENTS
|
|
Page
|
|
PART
I
|
|
Item
1. Business
|
|
General
|
F-3
|
Market Area and
Competition
|
F-4
|
Lending
Activities
|
F-5
|
Asset Quality
|
F-11
|
Allowance for Loan
Losses
|
F-15
|
Investment
Activities
|
F-16
|
Sources of
Funds
|
F-19
|
Subsidiary
Activities
|
F-22
|
Personnel
|
F-22
|
Federal, State and Local
Taxation
|
F-23
|
Federal Taxation
|
F-23
|
State and Local
Taxation
|
F-23
|
Regulation
|
F-24
|
General
|
F-24
|
Regulation of Federal Savings
Associations
|
F-24
|
Regulation of Holding
Company
|
F-32
|
Federal Securities
Laws
|
F-33
|
Item
1A. Risk Factors
|
F-33
|
Item
1B. Unresolved Staff Comments
|
F-35
|
Item
2. Properties
|
F-35
|
Item
3. Legal Proceedings
|
F-35
|
Item
4. Submission of Matters to a Vote of Security Holders
|
F-35
|
PART
II
|
|
Item
5. Market for the Registrant's Common Equity, Related Stockholder Matters
and
Issuer Purchases of Equity
Securities
|
F-35
|
Item
6. Selected Financial Data
|
F-38
|
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
|
F-40
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
F-57
|
Item
8. Financial Statements and Supplementary Data
|
F-62
|
Item
9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
F-62
|
Item
9A. Controls and Procedures
|
F-62
|
Item
9B. Other Information
|
F-62
|
PART
III
|
|
Item
10. Directors, Executive Officers and Corporate Governance
|
F-64
|
Item
11. Executive Compensation
|
F-64
|
Item
12. Security Ownership of Certain Beneficial Owners and
Management
|
|
and Related Stockholder
Matters
|
F-64
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence
|
F-65
|
Item
14. Principal Accounting Fees and Services
|
F-65
|
PART
IV
|
|
Item
15. Exhibits, Financial Statement Schedules
|
F-65
|
Signatures
|
F-66
|
·
|
the
timing and occurrence or non-occurrence of events may be subject to
circumstances beyond the Company’s
control;
|
·
|
there
may be increases in competitive pressure among financial institutions or
from non-financial institutions;
|
·
|
changes
in the interest rate environment may reduce interest
margins;
|
·
|
changes
in deposit flows, loan demand or real estate values may adversely affect
the business of The Dime Savings Bank of Williamsburgh (the
“Bank”);
|
·
|
changes
in accounting principles, policies or guidelines may cause the Company’s
financial condition to be perceived
differently;
|
·
|
changes
in corporate and/or individual income tax
laws;
|
·
|
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;
or
|
·
|
litigation
or other matters before regulatory agencies, whether currently existing or
commencing in the future, may delay the occurrence or non-occurrence of
events longer than the Company
anticipates.
|
At
December 31,
|
||||||||||
2007
|
Percent
of Total
|
2006
|
Percent
of Total
|
2005
|
Percent
of Total
|
2004
|
Percent
of Total
|
2003
|
Percent
of Total
|
|
Dollars
in Thousands
|
||||||||||
Real
Estate loans:
|
||||||||||
Multifamily
residential
|
$1,948,765
|
67.78%
|
$1,855,080
|
68.64%
|
$1,872,163
|
71.69%
|
$1,917,447
|
76.63%
|
$1,734,904
|
79.07%
|
Commercial
real estate
|
728,129
|
25.32
|
666,927
|
24.68
|
576,561
|
22.08
|
424,060
|
16.95
|
309,810
|
14.12
|
One-
to four-family
|
139,541
|
4.85
|
146,613
|
5.42
|
135,622
|
5.19
|
126,225
|
5.04
|
124,047
|
5.65
|
Cooperative
apartment units
|
6,172
|
0.21
|
7,224
|
0.27
|
10,115
|
0.39
|
11,853
|
0.47
|
13,798
|
0.63
|
FHA/VA
insured
|
1,029
|
0.04
|
1,236
|
0.05
|
2,694
|
0.10
|
4,209
|
0.17
|
4,646
|
0.21
|
Construction
and land acquisition
|
49,387
|
1.72
|
23,340
|
0.86
|
12,098
|
0.46
|
15,558
|
0.62
|
2,880
|
0.13
|
Total
mortgage loans
|
2,873,023
|
99.92
|
2,700,420
|
99.92
|
2,609,253
|
99.91
|
2,499,352
|
99.88
|
2,190,085
|
99.81
|
Other
loans:
|
||||||||||
Student
loans
|
-
|
-
|
-
|
0.00
|
-
|
0.00
|
61
|
0.00
|
295
|
0.01
|
Depositor
loans
|
$1,122
|
0.04
|
1,172
|
0.04
|
1,160
|
0.04
|
1,318
|
0.06
|
2,371
|
0.11
|
Consumer
installment and other
|
1,047
|
0.04
|
1,033
|
0.04
|
1,181
|
0.05
|
1,537
|
0.06
|
1,406
|
0.07
|
Total
other loans
|
2,169
|
0.08
|
2,205
|
0.08
|
2,341
|
0.09
|
2,916
|
0.12
|
4,072
|
0.19
|
Gross
loans
|
2,875,192
|
100.00%
|
2,702,625
|
100.00%
|
2,611,594
|
100.00%
|
2,502,268
|
100.00%
|
2,194,157
|
100.00%
|
Net
unearned costs (fees)
|
1,833
|
1,048
|
501
|
(463)
|
(1,517)
|
|||||
Allowance
for loan losses
|
(15,387)
|
(15,514)
|
(15,785)
|
(15,543)
|
(15,018)
|
|||||
Loans,
net
|
$2,861,638
|
$2,688,159
|
$2,596,310
|
$2,486,262
|
$2,177,622
|
|||||
Loans
serviced for others:
|
||||||||||
One-
to four-family and
cooperative
apartment
|
$21,515
|
$24,395
|
$26,881
|
$29,524
|
$33,671
|
|||||
Multifamily
residential
|
541,868
|
494,770
|
386,781
|
295,800
|
157,774
|
|||||
Total
loans serviced for others
|
$563,383
|
$519,165
|
$413,662
|
$325,324
|
$191,445
|
For
the Year Ended December 31,
|
|||||
2007
|
2006
|
2005
|
2004
|
2003
|
|
Dollars
in Thousands
|
|||||
Gross
loans:
|
|||||
At
beginning of period
|
$2,702,625
|
$2,611,594
|
$2,502,268
|
$2,194,157
|
$2,169,745
|
Real
estate loans originated:
|
|||||
Multifamily
residential
|
391,882
|
388,102
|
312,026
|
774,832
|
917,904
|
Commercial
real estate
|
124,262
|
133,099
|
203,841
|
187,655
|
126,185
|
One-
to four-family (1)
|
27,425
|
19,070
|
41,143
|
36,363
|
28,259
|
Cooperative
apartment units
|
-
|
210
|
465
|
1,048
|
1,839
|
Equity
lines of credit
|
5,777
|
7,977
|
6,405
|
6,488
|
21,469
|
Construction
and land acquisition
|
25,180
|
14,768
|
10,331
|
6,844
|
4,549
|
Total
mortgage loans originated
|
574,526
|
563,226
|
574,211
|
1,013,230
|
1,100,205
|
Other
loans originated
|
1,772
|
1,688
|
1,859
|
3,166
|
3,866
|
Total
loans originated
|
576,298
|
564,914
|
576,070
|
1,016,396
|
1,104,071
|
Less:
|
|||||
Principal
repayments
|
326,103
|
328,453
|
358,255
|
557,134
|
976,779
|
Loans
sold (2)
|
77,628
|
145,430
|
108,489
|
151,151
|
102,880
|
Gross
loans at end of period
|
2,875,192
|
$2,702,625
|
$2,611,594
|
$2,502,268
|
$2,194,157
|
At
December 31, 2007
|
|||||||||
Real
Estate Loans
|
|||||||||
Multifamily
Residential
|
Commercial
Real
Estate
|
One-
to Four-
Family
|
Cooperative
Apartment
|
FHA/VA
Insured
|
Construction
and Land Acquisition
|
Other
Loans
|
Total
Loans
|
||
(Dollars
In Thousands)
|
|||||||||
Amount
due to Mature or Reprice During the Year Ending:
|
|||||||||
December
31, 2008
|
$261,871
|
$53,593
|
$27,321
|
$4,003
|
-
|
$49,387
|
$2,169
|
$398,344
|
|
December
31, 2009
|
281,082
|
60,786
|
18,184
|
416
|
-
|
-
|
-
|
360,468
|
|
December
31, 2010
|
295,553
|
102,703
|
14,140
|
54
|
-
|
-
|
-
|
412,450
|
|
December
31, 2011
|
383,612
|
183,776
|
12,311
|
100
|
-
|
-
|
-
|
579,799
|
|
December
31, 2012
|
307,978
|
150,426
|
21,326
|
54
|
$220
|
-
|
-
|
480,004
|
|
Sub-total
|
1,530,096
|
551,284
|
93,282
|
4,627
|
220
|
49,387
|
2,169
|
2,231,065
|
|
December
31, 2013 through
December
31, 2017
|
352,897
|
131,528
|
22,650
|
973
|
805
|
-
|
-
|
508,853
|
|
December
31, 2018 and beyond
|
65,772
|
45,317
|
23,609
|
572
|
4
|
-
|
-
|
135,274
|
|
Total
|
$1,948,765
|
$728,129
|
$139,541
|
$6,172
|
$1,029
|
$49,387
|
$2,169
|
$2,875,192
|
Due
after December 31, 2008
|
|||
Fixed
|
Adjustable
|
Total
|
|
(Dollars in
Thousands)
|
|||
Mortgage
loans:
|
|||
Multifamily
residential
|
$273,937
|
$1,412,957
|
$1,686,894
|
Commercial
real estate
|
115,841
|
558,695
|
674,536
|
One-
to four-family
|
47,394
|
64,826
|
112,220
|
Cooperative
apartment
|
1,699
|
470
|
2,169
|
FHA/VA
insured
|
1,029
|
-
|
1,029
|
Construction
and land acquisition
|
-
|
-
|
-
|
Other
loans
|
-
|
-
|
-
|
Total
loans
|
$439,900
|
$2,036,948
|
$2,476,848
|
At
December 31,
|
|||||
2007
|
2006
|
2005
|
2004
|
2003
|
|
Non-performing
loans
|
(Dollars
in Thousands)
|
||||
One-
to four-family
|
$11
|
$60
|
$317
|
$475
|
$346
|
Multifamily
residential
|
2,236
|
1,655
|
384
|
830
|
-
|
Commercial
real estate
|
577
|
1,859
|
|||
Cooperative
apartment
|
27
|
26
|
229
|
-
|
-
|
Other
|
5
|
6
|
28
|
154
|
179
|
Total
non-performing loans
|
2,856
|
3,606
|
958
|
1,459
|
525
|
OREO
|
-
|
-
|
-
|
-
|
-
|
Total
non-performing assets
|
2,856
|
3,606
|
958
|
1,459
|
525
|
Troubled-debt
restructurings
|
-
|
-
|
-
|
-
|
-
|
Total
non-performing assets and
troubled-debt
restructurings
|
$2,856
|
$3,606
|
$958
|
$1,459
|
$525
|
Impaired
loans
|
$2,814
|
$3,514
|
$384
|
$830
|
$-
|
Ratios:
|
|||||
Total
non-performing loans to total loans
|
0.10%
|
0.13%
|
0.04%
|
0.06%
|
0.02%
|
Total
non-performing loans and troubled-debt
restructurings
to total loans
|
0.10
|
0.13
|
0.04
|
0.06
|
0.02
|
Total
non-performing assets to total assets
|
0.08
|
0.11
|
0.03
|
0.04
|
0.02
|
Total
non-performing assets and troubled-
debt
restructurings to total assets
|
0.08
|
0.11
|
0.03
|
0.04
|
0.02
|
Special
Mention
|
Substandard
|
||||
Number
|
Amount
|
Number
|
Amount
|
||
(Dollars
in Thousands)
|
|||||
Mortgage
Loans:
|
|||||
Multifamily
residential
|
2
|
$1,044
|
4
|
$1,916
|
|
One-
to four-family
|
1
|
58
|
-
|
-
|
|
Cooperative
apartment
|
3
|
102
|
1
|
38
|
|
Commercial
real estate
|
-
|
-
|
2
|
1,715
|
|
Total
Mortgage Loans
|
6
|
1,204
|
7
|
$3,669
|
|
Other
loans
|
25
|
36
|
6
|
5
|
|
OREO
|
-
|
-
|
-
|
-
|
|
Total
|
31
|
$1,240
|
13
|
$3,674
|
At
or for the Year Ended December 31,
|
|||||
2007
|
2006
|
2005
|
2004
|
2003
|
|
(Dollars
in Thousands)
|
|||||
Total
loans outstanding at end of period (1)
|
$2,877,025
|
$2,703,673
|
$2,612,095
|
$2,501,805
|
$2,192,640
|
Average
total loans outstanding (1)
|
$2,777,220
|
$2,651,601
|
$2,535,574
|
$2,397,187
|
$2,206,003
|
Allowance
for loan losses:
|
|||||
Balance
at beginning of period
|
$15,514
|
$15,785
|
$15,543
|
$15,018
|
$15,458
|
Provision
for loan losses
|
240
|
240
|
340
|
280
|
288
|
Charge-offs
|
|||||
Multifamily
residential
|
-
|
-
|
-
|
-
|
-
|
Commercial
real estate
|
-
|
-
|
-
|
-
|
-
|
One-
to four-family
|
-
|
(2)
|
-
|
(3)
|
(2)
|
FHA/VA
insured
|
-
|
-
|
-
|
-
|
-
|
Cooperative
apartment
|
-
|
-
|
-
|
-
|
(1)
|
Other
|
(28)
|
(48)
|
(76)
|
(155)
|
(60)
|
Total
charge-offs
|
(28)
|
(50)
|
(76)
|
(158)
|
(63)
|
Recoveries
|
19
|
23
|
31
|
25
|
34
|
Reserve
for loan commitments
transferred
(to) from other liabilities
|
(358)
|
(484)
|
(53)
|
378
|
(699)
|
Balance
at end of period
|
$15,387
|
$15,514
|
$15,785
|
$15,543
|
$15,018
|
Allowance
for loan losses to
total
loans at end of period
|
0.53%
|
0.57%
|
0.60%
|
0.62%
|
0.68%
|
Allowance
for loan losses to total
non-performing
loans at end of period
|
538.76
|
430.23
|
1,647.70
|
1,065.32
|
2,860.57
|
Allowance
for loan losses to total non-performing
loans
and troubled-debt restructurings at end of period
|
538.76
|
430.23
|
1,647.70
|
1,065.32
|
2,860.57
|
Ratio
of net charge-offs to average loans outstanding
during
the period
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Total
loans represent gross loans, net of deferred loan fees and
discounts.
|
At
December 31,
|
||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||
Allocated
Amount
|
Percent
of
Loans
in
Each Category to Total Loans(1)
|
Allocated
Amount
|
Percent
of
Loans
in
Each Category to Total Loans(1)
|
Allocated
Amount
|
Percent
of
Loans
in
Each Category to Total Loans(1)
|
Allocated
Amount
|
Percent
of
Loans
in
Each Category to Total Loans(1)
|
Allocated
Amount
|
Percent
of
Loans
in
Each Category to Total Loans(1)
|
|
(Dollars
in Thousands)
|
||||||||||
Impaired
loans
|
$348
|
0.10%
|
$351
|
0.13%
|
$38
|
0.01%
|
$83
|
0.04%
|
$-
|
-
|
Multifamily
residential
|
9,381
|
67.72
|
8,948
|
68.62
|
10,137
|
71.75
|
11,753
|
76.72
|
11,391
|
79.24%
|
Commercial
real estate
|
4,449
|
25.31
|
5,208
|
24.61
|
4,759
|
22.10
|
3,161
|
16.98
|
2,742
|
14.15
|
One-to
four- family
|
347
|
4.86
|
496
|
5.43
|
496
|
5.20
|
436
|
5.05
|
686
|
5.67
|
Cooperative
apartment
|
33
|
0.21
|
45
|
0.27
|
59
|
0.39
|
65
|
0.47
|
124
|
0.63
|
Construction
and
land
acquisition
|
764
|
1.72
|
392
|
0.86
|
196
|
0.46
|
-
|
0.62
|
-
|
0.13
|
Other
|
65
|
0.08
|
74
|
0.08
|
100
|
0.09
|
45
|
0.12
|
75
|
0.18
|
Total
|
$15,387
|
100.00%
|
$15,514
|
100.00%
|
$15,785
|
100.00%
|
$15,543
|
100.00%
|
$15,018
|
100.00%
|
(1)
|
Total
loans represent gross loans less FHA and VA guaranteed
loans.
|
For
the Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Dollars
in Thousands
|
|||
Amortized
cost at beginning of period
|
$160,096
|
$199,931
|
$526,074
|
(Sales)
Purchases, net
|
37,992
|
-
|
(235,791)
|
Principal
repayments
|
(33,329)
|
(39,420)
|
(89,072)
|
Premium
amortization, net
|
(256)
|
(415)
|
(1,280)
|
Amortized
cost at end of period
|
$164,503
|
$160,096
|
$199,931
|
At
December 31,
|
||||||
2007
|
2006
|
2005
|
||||
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
|
MBS:
|
Dollars
in Thousands
|
|||||
CMOs
and REMICs
|
$119,386
|
$117,228
|
$148,461
|
$143,157
|
$185,510
|
$179,495
|
FHLMC
|
31,174
|
31,611
|
-
|
-
|
-
|
-
|
FNMA
|
12,677
|
12,646
|
9,862
|
9,488
|
12,077
|
11,599
|
GNMA
|
1,266
|
1,279
|
1,773
|
1,792
|
2,344
|
2,359
|
Total
MBS
|
164,503
|
162,764
|
160,096
|
154,437
|
199,931
|
193,453
|
Investment
securities:
|
||||||
U.S.
Treasury and agency
|
-
|
-
|
-
|
-
|
17,067
|
17,060
|
Municipal
agencies
|
9,951
|
10,028
|
-
|
-
|
-
|
-
|
Other
|
24,830
|
24,147
|
29,738
|
29,783
|
27,322
|
28,228
|
Total
investment securities
|
34,781
|
34,175
|
29,738
|
29,783
|
44,389
|
45,288
|
Net
unrealized loss (1)
|
(2,345)
|
-
|
(5,614)
|
-
|
(5,581)
|
-
|
Total
securities, net
|
$196,939
|
$196,939
|
$184,220
|
$184,220
|
$238,739
|
$238,741
|
(1)
|
The
net unrealized loss relates to available for sale securities in accordance
with SFAS 115, "Accounting for Investments in Debt and Equity Securities."
("SFAS 115"). The net unrealized loss is presented in order to
reconcile the amortized cost of the available for sale securities
portfolio to the recorded value reflected in the Company's Consolidated
Statements of Financial Condition.
|
At
December 31,
|
||||||
2007
|
2006
|
2005
|
||||
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
|
Held-to-Maturity:
|
Dollars
in Thousands
|
|||||
MBS
(1)
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
Investment
securities (2)
|
80
|
80
|
235
|
235
|
455
|
456
|
Total
Held-to-Maturity
|
$80
|
$80
|
$235
|
$235
|
$455
|
$456
|
Available-for-Sale:
|
||||||
MBS:
|
||||||
Pass-through
securities
|
$45,117
|
$45,536
|
$11,635
|
$11,280
|
$14,421
|
$13,958
|
CMOs
and REMICs
|
119,386
|
117,228
|
148,461
|
143,157
|
185,510
|
179,495
|
Total
MBS available-for-sale
|
164,503
|
162,764
|
160,096
|
154,437
|
199,931
|
193,453
|
Investment
securities (2)
|
34,701
|
34,095
|
29,503
|
29,548
|
43,934
|
44,832
|
Net
unrealized loss (3)
|
(2,345)
|
-
|
(5,614)
|
-
|
(5,581)
|
-
|
Total
Available-for-Sale
|
$196,859
|
$196,859
|
$183,985
|
$183,985
|
$238,284
|
$238,285
|
Total
securities, net
|
$196,939
|
$196,939
|
$184,220
|
$184,220
|
$238,739
|
$238,741
|
(3)
|
The
net unrealized loss relates to available for sale securities in accordance
with SFAS 115. The net unrealized loss is presented in order to reconcile
the amortized cost of the available for sale securities portfolio to the
recorded value reflected in the Company's Consolidated Statements of
Condition.
|
Amortized
Cost
|
Fair
Value
|
Weighted
Average
Yield
|
|
(Dollars
in Thousands)
|
|||
MBS:
|
|||
Due
within 1 year
|
-
|
-
|
-
|
Due
after 1 year but within 5 years
|
-
|
-
|
-
|
Due
after 5 years but within 10 years
|
$71,959
|
$70,666
|
3.92%
|
Due
after ten years
|
92,544
|
92,098
|
4.74
|
Total
|
164,503
|
162,764
|
4.38
|
Municipal
agency:
|
|||
Due
within 1 year
|
-
|
-
|
-
|
Due
after 1 year but within 5 years
|
348
|
351
|
3.79
|
Due
after 5 years but within 10 years
|
9,603
|
9,677
|
3.73
|
Due
after ten years
|
-
|
-
|
-
|
Total
|
9,951
|
10,028
|
3.73
|
Corporate
and other:
|
|||
Due
within 1 year
|
5,218
|
5,190
|
5.81
|
Due
after 1 year but within 5 years
|
-
|
-
|
-
|
Due
after 5 years but within 10 years
|
-
|
-
|
-
|
Due
after ten years
|
11,959
|
11,765
|
6.80
|
Total
|
17,177
|
16,955
|
6.50
|
Total:
|
|||
Due
within 1 year
|
5,218
|
5,190
|
5.81
|
Due
after 1 year but within 5 years
|
348
|
351
|
3.79
|
Due
after 5 years but within 10 years
|
81,562
|
80,343
|
3.90
|
Due
after ten years
|
104,503
|
103,863
|
4.98
|
Total
|
$191,631
|
$189,747
|
4.54%
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
(Dollars
in Thousands)
|
|||
Deposits
|
$3,098,739
|
$1,826,641
|
$2,942,773
|
Withdrawals
|
3,003,034
|
1,789,552
|
3,279,191
|
Deposits
(less) greater than Withdrawals
|
$95,705
|
$37,089
|
(336,418)
|
Interest
credited
|
75,761
|
56,671
|
41,141
|
Total
(decrease) increase in deposits
|
$171,466
|
$93,760
|
$(295,277)
|
Maturity
Period
|
Amount
|
Weighted
Average Rate
|
(Dollars
in Thousands)
|
||
Within
three months
|
$121,329
|
4.61%
|
After
three but within six months
|
181,170
|
4.88
|
After
six but within twelve months
|
36,636
|
4.46
|
After
12 months
|
25,456
|
4.55
|
Total
|
$364,591
|
4.72%
|
At
December 31, 2007
|
At
December 31, 2006
|
At
December 31, 2005
|
|||||||||
Amount
|
Percent
of
Total Deposits
|
Weighted
Average Rate
|
Amount
|
Percent
of Total Deposits
|
Weighted
Average Rate
|
Amount
|
Percent
of Total Deposits
|
Weighted
Average Rate
|
|||
(Dollars
in Thousands)
|
|||||||||||
Savings
accounts
|
$274,067
|
12.57%
|
0.55%
|
$298,522
|
14.86%
|
0.59%
|
$335,527
|
17.52%
|
0.56%
|
||
CDs
|
1,077,087
|
49.41
|
4.61
|
1,064,669
|
53.01
|
4.76
|
978,585
|
51.11
|
3.50
|
||
Money
market accounts
|
678,759
|
31.14
|
4.04
|
514,607
|
25.62
|
3.56
|
464,962
|
24.28
|
1.69
|
||
NOW
and
Super
NOW accounts
|
58,414
|
2.68
|
2.28
|
35,519
|
1.77
|
1.08
|
38,697
|
2.02
|
1.01
|
||
Checking
accounts
|
91,671
|
4.20
|
0.15
|
95,215
|
4.74
|
-
|
97,001
|
5.07
|
-
|
||
Totals
|
$2,179,998
|
100.00%
|
3.67%
|
$2,008,532
|
100.00%
|
3.54%
|
$1,914,772
|
100.00%
|
2.32%
|
Period
to Maturity at December 31, 2007
|
||||||||
Interest
Rate Range
|
One
Year or Less
|
Over
One Year to Three Years
|
Over
Three Years to Five Years
|
Over
Five Years
|
Total
at
December
31,
2007
|
Total
at
December
31,
2006
|
Total
at
December
31,
2005
|
|
(Dollars
in Thousands)
|
||||||||
2.00%
and below
|
$21,802
|
$22
|
-
|
-
|
$21,824
|
$69,396
|
$134,953
|
|
2.01%
to 3.00%
|
17,578
|
4,237
|
$112
|
-
|
21,927
|
77,401
|
187,456
|
|
3.01%
to 4.00%
|
198,624
|
24,729
|
7,230
|
$10
|
230,593
|
63,645
|
423,177
|
|
4.01%
to 5.00%
|
452,445
|
55,312
|
1,603
|
-
|
509,360
|
142,657
|
220,750
|
|
5.01%
and above
|
277,679
|
15,628
|
76
|
-
|
293,383
|
711,570
|
12,249
|
|
Total
|
$968,128
|
$99,928
|
$9,021
|
$10
|
$1,077,087
|
$1,064,669
|
$978,585
|
At
or for the Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
(Dollars
in Thousands)
|
|||
Balance
outstanding at end of period
|
$155,080
|
$120,235
|
$205,455
|
Average
interest cost at end of period
|
4.53%
|
3.54%
|
2.99%
|
Average
balance outstanding during the period
|
$132,685
|
$134,541
|
$205,530
|
Average
interest cost during the period (a)
|
4.11%
|
1.95%(a)
|
2.90%
|
Carrying
value of underlying collateral at end of period
|
$163,116
|
$126,830
|
$213,925
|
Estimated
fair value of underlying collateral
|
$163,116
|
$126,830
|
$213,925
|
Maximum
balance outstanding at month end during period
|
$155,160
|
$205,455
|
$205,584
|
At
or for the Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
(Dollars
in Thousands)
|
|||
Balance
outstanding at end of period
|
$706,500
|
$571,500
|
$531,500
|
Average
interest cost at end of period
|
4.07%
|
4.37%
|
4.62%
|
Weighted
average balance outstanding during the period
|
$520,972
|
$565,612
|
$508,583
|
Average
interest cost during the period (1)
|
4.30%
|
4.69%
|
4.49%
|
Maximum
balance outstanding at month end during period
|
$706,500
|
$596,500
|
$531,500
|
Subsidiary
|
Year/
State of Incorporation
|
Primary
Business Activities
|
Direct
Subsidiaries of the Holding Company:
|
||
842
Manhattan Avenue Corp.
|
1995/
New York
|
Management
and ownership of real estate. Currently
Inactive
|
Dime
Community Capital Trust I
|
2004/
Delaware
|
Statutory
Trust (1)
|
Direct
Subsidiaries of the Bank:
|
||
Boulevard
Funding Corp.
|
1981
/ New York
|
Currently
inactive
|
Havemeyer
Investments, Inc.
|
1997
/ New York
|
Sale
of non-FDIC insured investment products
|
DSBW
Preferred Funding Corp.
|
1998
/ Delaware
|
Real
Estate Investment Trust investing in multifamily
residential
and commercial real estate loans
|
DSBW
Residential Preferred Funding Corp.
|
1998
/ Delaware
|
Real
Estate Investment Trust investing in one- to
four-family
real estate loans
|
Dime
Reinvestment Corporation
|
2004
/ Delaware
|
Community
Development Entity. Currently
inactive.
|
|
(1) Dime
Community Capital Trust I was established for the exclusive purpose of
issuing and selling $72.2 million of capital securities and using the
proceeds to acquire $72.2 million of junior subordinated debt securities
issued by the Holding Company. The junior subordinated debt (referred to
later in this Annual Report as "trust preferred securities payable " bear
an interest rate of 7.0%, mature on April 14, 2034 and are the sole assets
of Dime Community Capital Trust I. In accordance with revised
interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51," Dime Community Capital Trust I is not
consolidated with the Holding Company for financial reporting
purposes.
|
As
of December 31, 2007
|
||||
Actual
|
Minimum
Capital Requirement
|
|||
Amount
|
Ratio
|
Amount
|
Ratio
|
|
(Dollars
in Thousands)
|
||||
Tangible
|
$269,231
|
7.88%
|
$51,228
|
1.5%
|
Leverage
Capital
|
269,231
|
7.88
|
136,609
|
4.0
|
Total
Risk-based capital
|
266,645
|
11.92
|
178,954
|
8.0
|
At
December 31, 2007
|
|||
Tangible
Capital
|
Leverage
Capital
|
Total
Risk-Based Capital
|
|
(Dollars
in Thousands)
|
|||
GAAP
capital
|
$321,091
|
$321,091
|
$321,091
|
Non-allowable
assets:
|
|||
MSR
|
(254)
|
(254)
|
(254)
|
Accumulated
other comprehensive loss
|
4,032
|
4,032
|
4,032
|
Goodwill
|
(55,638)
|
(55,638)
|
(55,638)
|
Tier
1 risk-based capital
|
269,231
|
269,231
|
269,231
|
Adjustment
for recourse provision on loans sold
|
-
|
-
|
(17,973)
|
General
valuation allowance
|
-
|
-
|
15,387
|
Total
Tier 2 risk based capital
|
269,231
|
269,231
|
266,645
|
Minimum
capital requirement
|
51,228
|
136,609
|
178,954
|
Regulatory
capital excess
|
$218,003
|
$132,622
|
$87,691
|
Twelve
Months Ended
December
31, 2007
|
Twelve
Months Ended
December
31, 2006
|
||||||
Quarter
Ended
|
Dividends
Declared
|
High
Sales
Price
|
Low
Sales
Price
|
Dividends
Declared
|
High
Sales
Price
|
Low
Sales
Price
|
|
March
31st
|
$0.14
|
$14.29
|
$12.21
|
$0.14
|
$15.55
|
$13.46
|
|
June
30th
|
0.14
|
14.00
|
12.52
|
0.14
|
14.58
|
13.49
|
|
September
30th
|
0.14
|
15.99
|
10.70
|
0.14
|
14.89
|
13.39
|
|
December
31st
|
0.14
|
15.56
|
11.99
|
0.14
|
14.80
|
13.66
|
Period
|
Total
Number
Shares
Purchased
|
Average
Price
Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced
Programs
|
Maximum
Number of Shares that May Yet be Purchased Under the
Programs
|
|||
October
2007
|
55,002
|
$13.73
|
55,002
|
1,431,649
|
|||
November
2007
|
215,100
|
13.09
|
215,100
|
1,216,549
|
|||
December
2007
|
41,000
|
13.32
|
41,000
|
1,175,549
|
Period
Ending December 31,
|
||||||
Index
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
Dime
Community Bancshares, Inc.
|
100.00
|
164.91
|
148.67
|
125.75
|
125.36
|
119.27
|
NASDAQ
Composite
|
100.00
|
150.01
|
162.89
|
165.13
|
180.85
|
198.60
|
SNL
Thrift Index
|
100.00
|
141.57
|
157.73
|
163.29
|
190.35
|
114.19
|
At
or for the Year Ended December 31,
|
|||||
2007
|
2006
|
2005
|
2004
|
2003
|
|
Selected
Financial Condition Data:
|
|||||
Total
assets
|
$3,501,175
|
$3,173,377
|
$3,126,226
|
$3,377,266
|
$2,971,661
|
Loans
and loans held for sale (net of deferred costs or fees
and
the allowance for loans losses)
|
2,861,638
|
2,688,159
|
2,596,310
|
2,486,262
|
2,177,622
|
MBS
|
162,764
|
154,437
|
193,453
|
519,885
|
462,737
|
Investment
securities (including FHLBNY capital stock)
|
73,204
|
61,078
|
74,750
|
80,750
|
64,517
|
Federal
funds sold and other short-term investments
|
128,014
|
78,752
|
60,014
|
103,291
|
95,286
|
Goodwill
|
55,638
|
55,638
|
55,638
|
55,638
|
55,638
|
Deposits
|
2,179,998
|
2,008,532
|
1,914,772
|
2,210,049
|
2,041,678
|
Borrowings
|
958,745
|
788,900
|
834,120
|
809,249
|
571,675
|
Stockholders'
equity
|
268,852
|
290,631
|
291,713
|
281,721
|
283,919
|
Tangible
Stockholders' equity
|
217,238
|
241,829
|
239,169
|
229,013
|
228,026
|
Selected
Operating Data:
|
|||||
Interest
income
|
$182,160
|
$170,810
|
$169,712
|
$173,758
|
$184,849
|
Interest
expense
|
111,147
|
93,340
|
77,341
|
67,776
|
71,063
|
Net
interest income
|
71,013
|
77,470
|
92,371
|
105,982
|
113,786
|
Provision
for loan losses
|
240
|
240
|
340
|
280
|
288
|
Net
interest income after provision for loan losses
|
70,773
|
77,230
|
92,031
|
105,702
|
113,498
|
Non-interest
income
|
10,420
|
12,390
|
5,151
|
10,376
|
9,388
|
Non-interest
expense
|
45,502
|
41,976
|
40,742
|
42,407
|
40,809
|
Income
before income tax
|
35,691
|
47,644
|
56,440
|
73,671
|
82,077
|
Income
tax expense
|
13,248
|
17,052
|
20,230
|
27,449
|
30,801
|
Net
income
|
$22,443
|
$30,592
|
$36,210
|
$46,222
|
$51,276
|
At
or for the Year Ended December 31,
|
|||||
2007
|
2006
|
2005
|
2004
|
2003
|
|
SELECTED
FINANCIAL RATIOS AND OTHER DATA (1):
|
|||||
Return
on average assets
|
0.69%
|
0.98%
|
1.11%
|
1.38%
|
1.67%
|
Return
on average stockholders' equity
|
8.11
|
10.43
|
12.65
|
16.76
|
18.76
|
Stockholders'
equity to total assets at end of period
|
7.68
|
9.16
|
9.33
|
8.34
|
9.55
|
Tangible
equity to tangible assets at end of period
|
6.29
|
7.74
|
7.78
|
6.88
|
7.82
|
Loans
to deposits at end of period
|
131.97
|
134.61
|
136.42
|
113.20
|
107.39
|
Loans
to interest-earning assets at end of period
|
88.77
|
90.18
|
88.82
|
78.04
|
77.89
|
Net
interest spread (2)
|
1.88
|
2.19
|
2.66
|
3.09
|
3.62
|
Net
interest margin (3)
|
2.29
|
2.60
|
2.96
|
3.32
|
3.90
|
Average
interest-earning assets to average interest-bearing
liabilities
|
111.48
|
113.07
|
111.88
|
110.79
|
111.60
|
Non-interest
expense to average assets
|
1.39
|
1.34
|
1.24
|
1.27
|
1.33
|
Core
non-interest expense to average assets (4)
|
1.39
|
1.34
|
1.24
|
1.24
|
1.30
|
Efficiency
ratio (5)
|
56.40
|
48.36
|
40.03
|
36.67
|
33.05
|
Core
efficiency ratio (4) (5)
|
56.40
|
48.36
|
39.98
|
35.96
|
32.38
|
Effective
tax rate
|
37.12
|
35.79
|
35.84
|
37.26
|
37.53
|
Dividend
payout ratio
|
83.58
|
64.37
|
54.90
|
42.97
|
30.10
|
Per
Share Data:
|
|||||
Diluted
earnings per share
|
$0.67
|
$0.87
|
$1.02
|
$1.28
|
$1.37
|
Cash
dividends paid per share
|
0.56
|
0.56
|
0.56
|
0.55
|
0.41
|
Book
value per share
|
7.93
|
7.97
|
7.89
|
7.58
|
7.45
|
Tangible
book value per share
|
6.41
|
6.63
|
6.47
|
6.16
|
5.98
|
Asset
Quality Ratios and Other Data(1):
|
|||||
Net
charge-offs
|
$9
|
$27
|
$45
|
$133
|
$29
|
Total
non-performing loans
|
2,856
|
3,606
|
958
|
1,459
|
525
|
OREO,
net
|
-
|
-
|
-
|
-
|
-
|
Non-performing
loans to total loans
|
0.10%
|
0.13%
|
0.04%
|
0.06%
|
0.02%
|
Non-performing
loans and OREO to total assets
|
0.08
|
0.11
|
0.03
|
0.04
|
0.02
|
Allowance
for Loan Losses to:
|
|||||
Non-performing
loans
|
538.76%
|
430.23%
|
1,647.70%
|
1,065.32%
|
2,860.57%
|
Total
loans (6)
|
0.53
|
0.57
|
0.60
|
0.62
|
0.68
|
Regulatory Capital
Ratios: (Bank only) (1)
|
|||||
Tangible
capital
|
7.88%
|
9.05%
|
9.84%
|
7.88%
|
7.97%
|
Leverage
capital
|
7.88
|
9.05
|
9.84
|
7.88
|
7.97
|
Total
risk-based capital
|
11.92
|
12.61
|
14.30
|
12.83
|
15.03
|
Earnings
to Fixed Charges Ratios (7) (8):
|
|||||
Including
interest on deposits
|
1.32x
|
1.51x
|
1.73x
|
2.09x
|
2.15x
|
Excluding
interest on deposits
|
1.99
|
2.30
|
2.56
|
3.46
|
3.50
|
Full
Service Branches
|
21
|
21
|
20
|
20
|
20
|
(1)
|
With
the exception of end of period ratios, all ratios are based on average
daily balances during the indicated periods. Asset Quality Ratios and
Regulatory Capital Ratios are end of period
ratios.
|
(2)
|
The
net interest spread represents the difference between the weighted-average
yield on interest-earning assets and the weighted-average cost of
interest-bearing liabilities.
|
(4)
|
In
calculating the core non-interest expense to average assets and core
efficiency ratios, amortization expense related to the core deposit
intangible is excluded from non-interest
expense.
|
(5)
|
The
efficiency ratio represents non-interest expense as a percentage of the
sum of net interest income and non-interest income, excluding any gains or
losses on sales of assets.
|
(7)
|
For
purposes of computing the ratios of earnings to fixed charges, earnings
represent income before taxes, extraordinary items and the cumulative
effect of accounting changes plus fixed charges. Fixed charges
represent total interest expense, including and excluding interest on
deposits.
|
|
(8) Interest on
unrecognized tax benefits totaling $509,000 is included in the calculation
of fixed charges for the year ended December 31,
2007.
|
Payments
Due By Period
|
||||||
Contractual
Obligations
|
Less
than One Year
|
One
Year to Three Years
|
Over
Three Years to Five Years
|
Over
Five Years
|
Total
|
|
(Dollars
in thousands)
|
||||||
CDs
|
$968,128
|
$99,928
|
$9,021
|
$10
|
$1,077,087
|
|
Weighted
average interest rate of CD's (1)
|
4.52%
|
4.45%
|
3.43%
|
3.10%
|
4.50%
|
|
Borrowings
|
$90,080
|
$281,000
|
$257,500
|
$330,165
|
$958,745
|
|
Weighted
average interest rate of borrowings
|
4.62%
|
4.92%
|
3.68%
|
4.74%
|
4.50%
|
|
Operating
lease obligations
|
$1,858
|
$4,155
|
$3,810
|
$19,130
|
$28,953
|
|
Minimum
data processing system obligation
|
$752
|
$1,505
|
$251
|
-
|
$2,508
|
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
|
$67,704
|
$-
|
$-
|
$-
|
$67,704
|
|
Other
loan commitments
|
102,397
|
-
|
-
|
-
|
102,397
|
|
Recourse
obligation on loans sold to FNMA
|
20,409
|
-
|
-
|
-
|
20,409
|
|
Total
Credit Commitments
|
$190,510
|
$-
|
$-
|
$-
|
$190,510
|
For the Year Ended December
31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
(Dollars
in Thousands)
|
|||||||||||
Average
|
Average
|
Average
|
|||||||||
Average
|
Yield/
|
Average
|
Yield/
|
Average
|
Yield/
|
||||||
Balance
|
Interest
|
Cost
|
Balance
|
Interest
|
Cost
|
Balance
|
Interest
|
Cost
|
|||
Assets:
|
|||||||||||
Interest-earning
assets:
|
|||||||||||
Real
estate loans (1)
|
$2,775,397
|
$165,221
|
5.95%
|
$2,649,623
|
$155,510
|
5.87%
|
$2,533,205
|
$148,442
|
5.86%
|
||
Other
loans
|
1,823
|
178
|
9.77
|
1,978
|
190
|
9.61
|
2,369
|
214
|
9.03
|
||
Investment
securities
|
26,683
|
2,011
|
7.54
|
32,609
|
2,276
|
6.98
|
68,315
|
2,602
|
3.81
|
||
MBS
|
155,462
|
6,344
|
4.08
|
177,490
|
6,850
|
3.86
|
324,002
|
11,699
|
3.61
|
||
Other
|
146,094
|
8,406
|
5.75
|
116,447
|
5,984
|
5.14
|
197,891
|
6,755
|
3.41
|
||
Total
interest-earning assets
|
3,105,459
|
$182,160
|
5.87
|
2,978,147
|
170,810
|
5.74%
|
3,125,782
|
169,712
|
5.43%
|
||
Non-interest
earning assets
|
157,559
|
148,493
|
150,765
|
||||||||
Total
assets
|
3,263,018
|
$3,126,640
|
$3,276,547
|
||||||||
Liabilities
and Stockholders' Equity:
|
|||||||||||
Interest-bearing
liabilities:
|
|||||||||||
NOW,
Super Now accounts
|
$44,406
|
$833
|
1.88%
|
$35,475
|
$361
|
1.02%
|
$40,625
|
$408
|
1.00%
|
||
Money
Market accounts
|
630,375
|
24,238
|
3.85
|
463,885
|
12,038
|
2.60
|
611,673
|
9,773
|
1.60
|
||
Savings
accounts
|
287,420
|
1,631
|
0.57
|
317,572
|
1,866
|
0.59
|
351,827
|
1,943
|
0.55
|
||
CDs
|
1,072,678
|
49,059
|
4.57
|
1,019,562
|
42,394
|
4.16
|
982,030
|
28,934
|
2.95
|
||
Borrowed
Funds
|
750,822
|
35,386
|
4.71
|
797,318
|
36,681
|
4.60
|
807,800
|
36,283
|
4.49
|
||
Total
interest-bearing liabilities
|
2,785,701
|
$111,147
|
3.99
|
2,633,812
|
93,340
|
3.54%
|
2,793,955
|
$77,341
|
2.77%
|
||
Checking
accounts
|
93,470
|
95,067
|
94,541
|
||||||||
Other
non-interest-bearing liabilities
|
107,260
|
104,562
|
101,889
|
||||||||
Total
liabilities
|
2,986,431
|
2,833,441
|
2,990,385
|
||||||||
Stockholders'
equity
|
276,587
|
293,199
|
286,162
|
||||||||
Total
liabilities and stockholders' equity
|
3,263,018
|
$3,126,640
|
$3,276,547
|
||||||||
Net
interest spread (2)
|
1.88%
|
2.19%
|
2.66%
|
||||||||
Net
interest income/ interest margin (3)
|
$71,013
|
2.29%
|
$77,470
|
2.60%
|
$92,371
|
2.96%
|
|||||
Net
interest-earning assets
|
319,758
|
$344,335
|
$331,827
|
||||||||
Ratio
of interest-earning assets
to
interest-bearing liabilities
|
111.48%
|
113.07%
|
111.88%
|
Year
Ended December 31, 2007
Compared
to
Year
Ended December 31, 2006
Increase/
(Decrease) Due to
|
Year
Ended December 31, 2006
Compared
to
Year
Ended December 31, 2005
Increase/
(Decrease) Due to
|
Year
Ended December 31, 2005
Compared
to
Year
Ended December 31, 2004
Increase/
(Decrease) Due to
|
|||||||||
Volume
|
Rate
|
Total
|
Volume
|
Rate
|
Total
|
Volume
|
Rate
|
Total
|
|||
Interest-earning
assets:
|
(Dollars
in Thousands)
|
||||||||||
Real
Estate Loans
|
$6,828
|
$2,883
|
$9,711
|
$6,818
|
$250
|
$7,068
|
$8,440
|
$(8,842)
|
$(402)
|
||
Other
loans
|
(12)
|
-
|
(12)
|
(37)
|
13
|
(24)
|
(79)
|
45
|
(34)
|
||
Investment
securities
|
(357)
|
92
|
(265)
|
(1,927)
|
1,601
|
(326)
|
783
|
74
|
857
|
||
MBS
|
(719)
|
213
|
(506)
|
(5,475)
|
626
|
(4,849)
|
(10,336)
|
944
|
(9,392)
|
||
Other
|
1,516
|
906
|
2,422
|
(3,487)
|
2,716
|
(771)
|
1,650
|
3,275
|
4,925
|
||
Total
|
$7,256
|
$4,094
|
$11,350
|
$(4,108)
|
$5,206
|
$1,098
|
$458
|
$(4,504)
|
$(4,046)
|
||
Interest-bearing
liabilities:
|
|||||||||||
NOW
and Super Now accounts
|
$156
|
$316
|
$472
|
$(54)
|
$7
|
($47)
|
$(8)
|
$6
|
$(2)
|
||
Money
market accounts
|
5,547
|
6,653
|
12,200
|
(3,107)
|
5,372
|
2,265
|
(2,970)
|
998
|
(1,972)
|
||
Savings
accounts
|
(160)
|
(75)
|
(235)
|
(204)
|
127
|
(77)
|
(77)
|
82
|
5
|
||
CDs
|
2,595
|
4,070
|
6,665
|
1,342
|
12,118
|
13,460
|
1,140
|
4,014
|
5,154
|
||
Borrowed
funds
|
(1,776)
|
481
|
(1,295)
|
(481)
|
879
|
398
|
3,529
|
2,851
|
6,380
|
||
Total
|
6,362
|
11,445
|
17,807
|
(2,504)
|
18,503
|
15,999
|
1,614
|
7,951
|
9,565
|
||
Net
change in net interest income
|
$894
|
$(7,351)
|
$(6,457)
|
$(1,604)
|
$(13,297)
|
$(14,901)
|
$(1,156)
|
$(12,455)
|
$(13,611)
|
At
December 31, 2007
|
3
Months
or
Less
|
More
than
3
Months to
6
Months
|
More
than 6 Months
to
1 Year
|
More
than
1
Year
to
3 Years
|
More
than
3
Years
to
5 Years
|
More
than
5
Years
|
Non-interest
bearing
|
Total
|
(Dollars
in Thousands)
|
||||||||
Interest-Earning
Assets (1):
|
||||||||
Mortgages
and other loans
|
$165,866
|
$120,735
|
$262,523
|
$1,117,832
|
$895,110
|
$314,959
|
-
|
$2,877,025
|
Investment
securities
|
17,035
|
-
|
-
|
-
|
351
|
16,789
|
-
|
34,175
|
MBS
(2)
|
9,107
|
7,828
|
15,657
|
45,428
|
38,818
|
45,926
|
-
|
162,764
|
Other
short-term Investments
|
128,014
|
-
|
-
|
-
|
-
|
-
|
-
|
128,014
|
FHLBNY
capital stock
|
39,029
|
-
|
-
|
-
|
-
|
-
|
-
|
39,029
|
Total
interest-earning assets
|
359,051
|
128,563
|
278,180
|
1,163,260
|
934,279
|
377,674
|
-
|
3,241,007
|
Less:
|
||||||||
Allowance
for loan losses
|
-
|
-
|
-
|
-
|
-
|
-
|
$(15,387)
|
(15,387)
|
Net
interest-earning assets
|
359,051
|
128,563
|
278,180
|
1,163,260
|
934,279
|
377,674
|
(15,387)
|
3,225,620
|
Non-interest-earning
assets
|
-
|
-
|
-
|
-
|
-
|
-
|
275,555
|
275,555
|
Total
assets
|
$359,051
|
$128,563
|
$278,180
|
$1,163,260
|
$934,279
|
$377,674
|
$260,168
|
$3,501,175
|
Interest-Bearing
Liabilities
|
||||||||
Savings
accounts
|
$9,531
|
$9,208
|
$17,492
|
$58,017
|
$43,865
|
$135,955
|
-
|
$274,068
|
NOW
and Super NOW accounts
|
5,403
|
4,903
|
8,488
|
19,286
|
5,968
|
14,364
|
-
|
58,412
|
Money
market accounts
|
134,055
|
107,579
|
155,614
|
133,864
|
70,208
|
77,439
|
-
|
678,759
|
CDs
|
429,841
|
414,397
|
123,890
|
99,928
|
9,021
|
10
|
-
|
1,077,087
|
Borrowed
funds
|
50,000
|
8,080
|
40,000
|
256,000
|
257,500
|
250,000
|
-
|
861,580
|
Subordinated
notes
|
-
|
-
|
-
|
25,000
|
-
|
-
|
25,000
|
|
Trust
preferred securities
|
-
|
-
|
-
|
-
|
-
|
72,165
|
72,165
|
|
Interest-bearing
escrow
|
-
|
-
|
-
|
-
|
-
|
1,424
|
-
|
1,424
|
Total
interest-bearing liabilities
|
628,830
|
544,167
|
345,484
|
592,095
|
386,562
|
551,357
|
-
|
3,048,495
|
Checking
accounts
|
-
|
-
|
-
|
-
|
-
|
-
|
$91,671
|
91,671
|
Other
non-interest-bearing liabilities
|
-
|
-
|
-
|
-
|
-
|
-
|
92,157
|
92,157
|
Stockholders'
equity
|
-
|
-
|
-
|
-
|
-
|
-
|
268,852
|
268,852
|
Total
liabilities and stockholders' equity
|
$628,830
|
$544,167
|
$345,484
|
$592,095
|
$386,562
|
$551,357
|
$452,680
|
$3,501,175
|
Positive
(Negative) interest sensitivity gap per period
|
$(269,779)
|
$(415,604)
|
$(67,304)
|
$571,165
|
$547,717
|
$(173,683)
|
-
|
|
Positive
(Negative) cumulative interest sensitivity gap
|
$(269,779)
|
$(685,383)
|
$(752,687)
|
$(181,522)
|
$366,195
|
$192,512
|
-
|
|
Positive
(Negative) cumulative interest sensitivity gap
as
a percent of total assets
|
(7.71)%
|
(19.58)%
|
(21.50)%
|
(5.18)%
|
10.46%
|
5.50%
|
-
|
|
Cumulative
total interest-earning assets as a percent
of
cumulative total interest-bearing liabilities
|
57.10%
|
41.57%
|
50.43%
|
91.40%
|
114.66%
|
106.31%
|
-
|
(1)
|
Interest-earning
assets are included in the period in which the balances are expected to be
redeployed and/or repriced as a result of anticipated prepayments,
scheduled rate adjustments, or contractual maturities or
calls.
|
(2)
|
Based
upon historical repayment experience, and, where applicable, balloon
payment dates.
|
At
December 31, 2007
|
||||||||||
Net
Portfolio Value
|
At
December 31, 2006
|
|||||||||
Dollar
Amount
|
Dollar
Change
|
Percentage
Change
|
NPV
Ratio
|
Basis
Point Change in NPV Ratio
|
NPV
Ratio
|
Basis
Point Change in NPV Ratio
|
Board
Approved NPV Ratio Limit
|
|||
(Dollars
in Thousands)
|
||||||||||
Rate
Shock Scenario
|
||||||||||
+
200 Basis Points
|
$263,704
|
(83,220)
|
-23.99%
|
7.79%
|
(211)
|
10.01%
|
(220)
|
6.0%
|
||
+
100 Basis Points
|
310,161
|
(36,763)
|
-10.60
|
9.00
|
(90)
|
11.22
|
(99)
|
7.0
|
||
Pre-Shock
Scenario
|
346,924
|
-
|
-
|
9.90
|
-
|
12.21
|
-
|
8.0
|
||
-
100 Basis Points
|
364,169
|
17,245
|
4.97
|
10.25
|
35
|
12.67
|
46
|
8.0
|
||
-
200 Basis Points
|
363,913
|
16,989
|
4.90
|
10.14
|
24
|
12.47
|
26
|
8.0
|
EQUITY
COMPENSATION PLAN INFORMATION
|
||||||
Plan
Category
|
Number
of Securities to be Issued Upon Exercise of Outstanding
Options
(a)
|
Weighted
Average Exercise Price of Outstanding Options
(b)
|
Number
of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans [Excluding Securities Reflected in Column
(a)]
(c)
|
|||
Equity
compensation plans approved
by
the Holding Company's shareholders
|
3,165,997
|
$14.63
|
118,975(1)
|
|||
Equity
compensation plans not
approved
by the Holding Company's
shareholders
|
-
|
-
|
-
|
|
(1)
|
Amount
comprised of 105,791 stock options that remain available for future
issuance under the 2001 Stock Option Plan for Outside Directors, Officers
and Employees of Dime Community Bancshares, Inc., and 13,184 equity awards
that remain available for future issuance under the 2004 Stock Incentive
Plan for Outside Directors, Officers and Employees of Dime Community
Bancshares, Inc.
|
Name
|
Title
|
/s/ VINCENT F. PALAGIANO
Vincent
F. Palagiano
|
Chairman
of the Board and Chief Executive Officer
(Principal
Executive Officer)
|
/s/ MICHAEL P. DEVINE
Michael
P. Devine
|
President
and Chief Operating Officer and Director
|
/s/ KENNETH J. MAHON
Kenneth
J. Mahon
|
First
Executive Vice President and Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
/s/ ANTHONY BERGAMO
Anthony
Bergamo
|
Director
|
/s/ GEORGE L. CLARK, JR.
George
L. Clark, Jr.
|
Director
|
/s/ STEVEN D. COHN
Steven
D. Cohn
|
Director
|
/s/ PATRICK E. CURTIN
Patrick
E. Curtin
|
Director
|
/s/ FRED P. FEHRENBACH
Fred
P. Fehrenbach
|
Director
|
/s/ JOHN J. FLYNN
John
J. Flynn
|
Director
|
/s/ JOSEPH J. PERRY
Joseph
J. Perry
|
Director
|
/s/ DONALD E. WALSH
Donald
E. Walsh
|
Director
|
/s/ OMER S.J. WILLIAMS
Omer
S.J. Williams
|
Director
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-63
|
Consolidated
Statements of Financial Condition at December 31, 2007 and
2006
|
F-64
|
Consolidated
Statements of Operations for the years ended December 31, 2007, 2006 and
2005
|
F-65
|
Consolidated
Statements of Changes in Stockholders' Equity and Comprehensive Income for
the years ended
December
31, 2007, 2006 and 2005
|
F-66
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006 and
2005
|
F-67
|
Notes
to Consolidated Financial Statements
|
F68-F103
|
December
31, 2007
|
December
31, 2006
|
|
ASSETS:
|
||
Cash
and due from banks
|
$101,708
|
$26,264
|
Federal
funds sold and other short-term investments
|
128,014
|
78,752
|
Encumbered
investment securities held-to-maturity (estimated fair value
of
$80
and $235 at December 31, 2007 and 2006, respectively) (Note
3)
|
80
|
235
|
Investment
securities available-for-sale, at fair value (fully unencumbered) (Note
3)
|
34,095
|
29,548
|
Mortgage-backed
securities available-for-sale, at fair value (Note 4):
|
||
Encumbered
|
160,821
|
147,765
|
Unencumbered
|
1,943
|
6,672
|
162,764
|
154,437
|
|
Loans
(Note 5):
|
||
Real
estate, net
|
2,873,966
|
2,700,268
|
Other
loans
|
2,169
|
2,205
|
Less
allowance for loan losses (Note 6)
|
(15,387)
|
(15,514)
|
Total
loans, net
|
2,860,748
|
2,686,959
|
Loans
held for sale
|
890
|
1,200
|
Premises
and fixed assets, net (Note 8)
|
23,878
|
22,886
|
Federal
Home Loan Bank of New York capital stock (Note 9)
|
39,029
|
31,295
|
Goodwill
(Note 1)
|
55,638
|
55,638
|
Other
assets (Notes 7, 14 and 15)
|
94,331
|
86,163
|
Total
Assets
|
$3,501,175
|
$3,173,377
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||
Liabilities:
|
||
Due
to depositors (Note 10):
|
||
Interest
bearing deposits
|
$2,091,600
|
$1,913,317
|
Non-interest
bearing deposits
|
88,398
|
95,215
|
Total
deposits
|
2,179,998
|
2,008,532
|
Escrow
and other deposits (Note 7)
|
52,209
|
46,373
|
Securities
sold under agreements to repurchase (Note 11)
|
155,080
|
120,235
|
Federal
Home Loan Bank of New York advances (Note 12)
|
706,500
|
571,500
|
Subordinated
notes payable (Note 13)
|
25,000
|
25,000
|
Trust
Preferred securities payable (Note 13)
|
72,165
|
72,165
|
Other
liabilities (Note 14 and 15)
|
41,371
|
38,941
|
Total
Liabilities
|
3,232,323
|
2,882,746
|
Commitments and Contingencies
(Note 16)
|
||
Stockholders'
Equity:
|
||
Preferred
stock ($0.01 par, 9,000,000 shares authorized, none issued or outstanding
at
December
31, 2007 and 2006)
|
-
|
-
|
Common
stock ($0.01 par, 125,000,000 shares authorized,
50,906,278 shares and 50,862,867
shares
issued at December 31, 2007 and 2006, respectively, and 33,909,902 shares
and
36,456,354
shares outstanding at December 31, 2007 and 2006,
respectively)
|
509
|
509
|
Additional
paid-in capital
|
208,369
|
206,601
|
Retained
earnings (Note 2)
|
288,112
|
285,420
|
Accumulated
other comprehensive loss, net of deferred taxes
|
(4,278)
|
(7,100)
|
Unallocated
common stock of Employee Stock Ownership Plan ("ESOP") (Note
15)
|
(4,164)
|
(4,395)
|
Unearned
and unallocated common stock of Recognition and Retention Plan ("RRP")
and
Restricted
Stock Awards (Note
15)
|
(634)
|
(3,452)
|
Common
stock held by Benefit Maintenance Plan ("BMP") (Note 15)
|
(7,941)
|
(7,941)
|
Treasury
stock, at cost (16,996,376 shares and 14,406,513 shares at
December
31, 2007 and 2006, respectively) (Note 18)
|
(211,121)
|
(179,011)
|
Total
Stockholders' Equity
|
268,852
|
290,631
|
Total
Liabilities And Stockholders' Equity
|
$3,501,175
|
$3,173,377
|
Fiscal
Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Interest
income:
|
|||
Loans
secured by real estate
|
165,221
|
$155,510
|
$148,442
|
Other
loans
|
178
|
190
|
214
|
Mortgage-backed
securities
|
6,344
|
6,850
|
11,699
|
Investment
securities
|
2,011
|
2,276
|
2,602
|
Federal
funds sold and other short-term investments
|
8,406
|
5,984
|
6,755
|
Total
interest income
|
182,160
|
170,810
|
169,712
|
Interest
expense:
|
|||
Deposits
and escrow
|
75,761
|
56,659
|
41,058
|
Borrowed
funds
|
35,386
|
36,681
|
36,283
|
Total
interest expense
|
111,147
|
93,340
|
77,341
|
Net
interest income
|
71,013
|
77,470
|
92,371
|
Provision
for loan losses
|
240
|
240
|
340
|
Net
interest income after provision for loan losses
|
70,773
|
77,230
|
92,031
|
Non-interest
income:
|
|||
Service
charges and other fees
|
5,542
|
5,985
|
5,967
|
Net
gain on sales of loans
|
750
|
1,516
|
924
|
Net
gain (loss) on sales and redemptions of securities
and
other assets
|
-
|
1,541
|
(5,176)
|
Income
from Bank Owned Life Insurance ("BOLI")
|
2,513
|
1,868
|
1,885
|
Other
|
1,615
|
1,480
|
1,551
|
Total
non-interest income
|
10,420
|
12,390
|
5,151
|
Non-interest
expense:
|
|||
Salaries
and employee benefits
|
22,620
|
21,307
|
20,716
|
Stock
benefit plan compensation expense
|
2,796
|
2,125
|
2,233
|
Occupancy
and equipment
|
6,431
|
5,762
|
5,393
|
Data
processing costs
|
3,204
|
3,167
|
2,828
|
Advertising
and marketing
|
2,638
|
2,186
|
1,800
|
Federal
deposit insurance premiums
|
258
|
257
|
315
|
Other
|
7,555
|
7,172
|
7,457
|
Total
non-interest expense
|
45,502
|
41,976
|
40,742
|
Income
before income taxes
|
35,691
|
47,644
|
56,440
|
Income
tax expense
|
13,248
|
17,052
|
20,230
|
Net
income
|
$22,443
|
$30,592
|
$36,210
|
Earnings
per Share:
|
|||
Basic
|
$0.67
|
$0.88
|
$1.03
|
Diluted
|
$0.67
|
$0.87
|
$1.02
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
|||
Common
Stock (Par Value $0.01):
|
|||
Balance
at beginning of period
|
$509
|
$506
|
$501
|
Shares
issued in exercise of options
|
-
|
3
|
5
|
Balance
at end of period
|
509
|
509
|
506
|
Additional
Paid-in Capital:
|
|||
Balance
at beginning of period
|
206,601
|
204,083
|
198,183
|
Stock
options exercised
|
136
|
907
|
2,302
|
Release
of treasury stock for shares acquired by BMP and RRP
|
15
|
108
|
222
|
Excess
tax benefit of stock benefit plans
|
174
|
621
|
2,307
|
Amortization
of excess fair value over cost – ESOP stock
|
1,443
|
882
|
1,069
|
Balance
at end of period
|
208,369
|
206,601
|
204,083
|
Retained
earnings:
|
|||
Balance
at beginning of period
|
285,420
|
274,579
|
258,237
|
Cumulative
effect adjustment for the adoption of FASB Interpretation
No. 48, "Accounting for
Uncertainty
in Income Taxes" ("FIN 48")
|
(1,703)
|
-
|
-
|
Net
income for the period
|
22,443
|
30,592
|
36,210
|
Cash
dividends re-assumed through liquidation of RRP
|
958
|
-
|
-
|
Cash
dividends declared and paid
|
(19,006)
|
(19,751)
|
(19,868)
|
Balance
at end of period
|
288,112
|
285,420
|
274,579
|
Accumulated
other comprehensive loss:
|
|||
Balance
at beginning of period
|
(7,100)
|
(3,328)
|
(3,228)
|
(Increase)
Decrease in unrealized loss on available for sale securities
during
the period, net of deferred taxes
|
1,800
|
(14)
|
176
|
Minimum
pension liability, net of deferred taxes
|
-
|
148
|
(276)
|
Increase
in defined benefit plan liability from the adoption of SFAS No. 158,
"Employers'
Accounting
for Defined Benefit Pension and Other Postretirement Plans - an amendment
of
FASB
Statements No. 87, 88, 106, and 132(R)" ("SFAS 158"), net of deferred
benefit of $3,246
|
-
|
(3,906)
|
-
|
Unrecognized
gain of pension and other postretirement obligations, net of deferred tax
of $874
|
1,022
|
-
|
-
|
Balance
at end of period
|
(4,278)
|
(7,100)
|
(3,328)
|
ESOP:
|
|||
Balance
at beginning of period
|
(4,395)
|
(4,627)
|
(4,749)
|
Amortization
of earned portion of ESOP stock
|
231
|
232
|
122
|
Balance
at end of period
|
(4,164)
|
(4,395)
|
(4,627)
|
RRP
and Restricted Stock Awards:
|
|||
Balance
at beginning of period
|
(3,452)
|
(2,979)
|
(2,612)
|
Release
from treasury stock for restricted stock award shares and RRP and
restricted stock award
shares
acquired
|
(165)
|
(770)
|
(571)
|
Transfer
of common stock to treasury upon liquidation of RRP
|
2,611
|
-
|
-
|
Amortization
of earned portion of RRP stock
|
372
|
297
|
204
|
Balance
at end of period
|
(634)
|
(3,452)
|
(2,979)
|
Common
Stock Held by BMP:
|
|||
Balance
at beginning of period
|
(7,941)
|
(7,941)
|
(7,348)
|
Common
stock acquired
|
-
|
-
|
(593)
|
Balance
at end of period
|
(7,941)
|
(7,941)
|
(7,941)
|
Treasury
Stock:
|
|||
Balance
at beginning of period
|
(179,011)
|
(168,579)
|
(157,263)
|
Release
of treasury stock for allocated restricted stock awards and shares
acquired by BMP
|
151
|
592
|
862
|
Transfer
of common stock to treasury upon liquidation of RRP
|
(2,611)
|
-
|
-
|
Purchase
of treasury shares, at cost
|
(29,650)
|
(11,024)
|
(12,178)
|
Balance
at end of period
|
(211,121)
|
(179,011)
|
(168,579)
|
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
|
|||
Net
Income
|
$22,443
|
$30,592
|
$36,210
|
Increase
(Decrease) in Actuarial Gain or Reduction (Increase) in Actuarial Loss on
defined benefit plans,
net
of (taxes) benefit of $(123) and $229 during the years ended December 31,
2006 and
2005,
respectively
|
-
|
148
|
(276)
|
Change
in pension and other postretirement obligations, net of deferred taxes of
$(874) during the year ended
December
31, 2007
|
1,022
|
-
|
-
|
Reclassification
adjustment for securities sold, net of (taxes) benefit of
$(489)
and $2,143 during the years ended December 31, 2006 and 2005,
respectively
|
-
|
(575)
|
3,033
|
Net
unrealized securities gain (loss) arising during the period, net of
(taxes) benefit of $(1,469),
$(478)
and $2,434 during the years ended December 31, 2007, 2006 and 2005,
respectively
|
1,800
|
561
|
(2,857)
|
Comprehensive
Income
|
$25,265
|
$30,726
|
$36,110
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||
Net
Income
|
$22,443
|
$30,592
|
$36,210
|
Adjustments
to reconcile net income to net cash provided by operating
activities
|
|||
Net (gain)
loss on investment and mortgage backed securities sold
|
-
|
(1,063)
|
5,176
|
Net
gain on sale of loans held for sale
|
(750)
|
(1,516)
|
(924)
|
Net
gain on sales and disposals of other assets
|
-
|
(478)
|
-
|
Net
depreciation, amortization and accretion
|
1,252
|
1,265
|
2,334
|
Stock
plan compensation expense (excluding ESOP)
|
372
|
296
|
206
|
ESOP
compensation expense
|
1,674
|
1,115
|
1,190
|
Provision
for loan losses
|
240
|
240
|
340
|
Increase
in cash surrender value of BOLI
|
(1,965)
|
(1,868)
|
(1,885)
|
Deferred
income tax provision (credit)
|
(834)
|
103
|
(649)
|
Excess
tax benefits of stock plans
|
(174)
|
(621)
|
-
|
Changes
in assets and liabilities:
|
|||
Originations
of loans sold during the period
|
(76,568)
|
(145,430)
|
(102,974)
|
Proceeds
from sales of loans held for sale
|
77,628
|
146,646
|
108,489
|
Decrease
(Increase) in other assets
|
(6,368)
|
929
|
4,247
|
Increase
in other liabilities
|
823
|
840
|
9,633
|
Net
cash provided by Operating Activities
|
17,773
|
31,050
|
61,393
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||
Net
(increase) decrease in federal funds sold and other short-term
investments
|
(49,262)
|
(18,734)
|
43,277
|
Proceeds
from maturities of investment securities held-to-maturity
|
155
|
220
|
130
|
Proceeds
from maturities of investment securities
available-for-sale
|
1,000
|
17,075
|
26,000
|
Proceeds
from sales of investment securities available-for-sale
|
-
|
3,032
|
36,421
|
Proceeds
from sales and calls of mortgage backed securities
held-to-maturity
|
-
|
-
|
377
|
Proceeds
from sales and calls of mortgage backed securities
available-for-sale
|
8,542
|
-
|
232,230
|
Purchases
of investment securities available-for-sale
|
(14,162)
|
(4,002)
|
(51,980)
|
Purchases
of mortgage backed securities available-for-sale
|
(37,992)
|
-
|
(1,493)
|
Principal
collected on mortgage backed securities held-to-maturity
|
-
|
-
|
94
|
Principal
collected on mortgage backed securities available-for-sale
|
33,329
|
39,420
|
88,978
|
Net
increase in loans
|
(174,029)
|
(91,789)
|
(114,979)
|
Proceeds
from the sale of investment property
|
-
|
908
|
-
|
Proceeds
from BOLI benefit payment
|
631
|
-
|
-
|
Purchases
of fixed assets, net
|
(2,566)
|
(7,818)
|
(1,246)
|
Purchase
of Federal Home Loan Bank of New York capital stock
|
(7,734)
|
(1,378)
|
(4,592)
|
Net
cash (used in) provided by Investing Activities
|
(242,088)
|
(63,066)
|
253,217
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||
Net
increase (decrease) in due to depositors
|
171,466
|
93,760
|
(295,277)
|
Net
increase (decrease) in escrow and other deposits
|
5,836
|
(1,145)
|
(766)
|
Increase
(Decrease) in securities sold under agreements to
repurchase
|
34,845
|
(85,220)
|
(129)
|
Proceeds
from Federal Home Loan Bank of New York advances
|
135,000
|
40,000
|
25,000
|
Proceeds
from exercise of stock options
|
136
|
910
|
2,307
|
Excess
tax benefits of stock plans
|
174
|
621
|
-
|
Cash
dividends re-assumed through liquidation of RRP
|
958
|
-
|
-
|
Purchase
of common stock by the RRP and BMP
|
-
|
(70)
|
(81)
|
Cash
dividends paid to stockholders and cash disbursed in payment of stock
dividends
|
(19,006)
|
(19,751)
|
(19,868)
|
Purchase
of treasury stock
|
(29,650)
|
(11,024)
|
(12,178)
|
Net
cash provided by (used in) Financing Activities
|
299,759
|
18,081
|
(300,992)
|
INCREASE(DECREASE)
IN CASH AND DUE FROM BANKS
|
75,444
|
(13,935)
|
13,618
|
CASH
AND DUE FROM BANKS, BEGINNING OF PERIOD
|
26,264
|
40,199
|
26,581
|
CASH
AND DUE FROM BANKS, END OF PERIOD
|
$101,708
|
$26,264
|
$40,199
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|||
Cash
paid for income taxes
|
$20,622
|
$15,531
|
$8,654
|
Cash
paid for interest
|
$110,508
|
$93,530
|
$76,975
|
Decrease
(Increase) in unrealized loss on available-for-sale securities, net of
taxes
|
$1,800
|
$(14)
|
$176
|
Change
in minimum pension liability, net of taxes
|
1,022
|
148
|
$(276)
|
Increase
in defined benefit plan liability from adoption of SFAS 158, net of
taxes
|
$-
|
$(3,906)
|
$-
|
Buildings
|
2.22%
to 2.50% per year
|
|
Furniture,
fixtures and equipment
|
10%
per year
|
|
Computer
equipment
|
33.33%
per year
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Numerator:
|
|||
Net
Income per the Consolidated Statements
of
Operations
|
$22,443
|
$30,592
|
$36,210
|
Denominator:
|
|||
Weighted
average shares outstanding utilized in the
calculation
of basic EPS
|
33,490,420
|
34,872,421
|
35,121,413
|
Unvested
shares of RRP and restricted stock awards
|
66,666
|
75,023
|
43,022
|
Common
stock equivalents resulting from the
dilutive
effect of "in-the-money" stock options
|
112,170
|
250,602
|
600,468
|
Anti-dilutive
effect of tax benefits associated with
"in-the-money"
non-qualified stock options
|
(27,381)
|
(79,918)
|
(204,457)
|
Weighted
average shares outstanding utilized in the
calculation
of diluted EPS
|
33,641,875
|
35,118,128
|
35,560,446
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Original
Amount
|
$73,107
|
$73,107
|
$73,107
|
Accumulated
Amortization
|
(17,469)
|
(17,469)
|
(17,469)
|
Net
Carrying Value
|
$55,638
|
$55,638
|
$55,638
|
Statement
of Condition Line Item
|
Balance
Prior to Adoption of SFAS 158
|
Increase
(Decrease) from Adoption of SFAS
158
|
Balance
After Adoption of SFAS 158
|
|||
Prepaid
pension asset (other assets)
|
$8,338
|
(6,582)
|
$1,756
|
|||
Deferred
income tax asset (other assets)
|
12,955
|
3,246
|
16,444
|
|||
Defined
benefit plan liabilities (other liabilities)
|
8,584
|
570
|
9,154
|
|||
Accumulated
Other Comprehensive Income
|
(3,194)
|
(3,906)
|
(7,100)
|
Year
Ended December 31, 2005
|
|
Net
income, as reported
|
$36,210
|
Less: Excess
stock-based compensation expense determined under the fair value
method
over
the stock-based compensation recorded for all Stock Plans, net of
applicable taxes
|
(3,439)
|
Pro
forma net income
|
$32,771
|
Earnings
per share
|
|
Basic,
as reported
|
$1.03
|
Basic,
pro forma
|
0.93
|
Diluted,
as reported
|
1.02
|
Diluted,
pro forma
|
0.92
|
Investment
Securities Held-to-Maturity
|
|||||||
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized
(Losses)
|
Estimated
Fair
Value
|
||||
Debt
Securities:
|
|||||||
Obligations
of state and political
subdivisions,
maturities of one-to-five years
|
$80
|
$-
|
$-
|
$80
|
Investment
Securities Available-for-Sale
|
|||||||
Amortized/
Historical
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized
(Losses)
|
Estimated
Fair
Value
|
||||
Debt
securities:
|
|||||||
Municipal
agencies
|
$9,951
|
$94
|
$(17)
|
$10,028
|
|||
Corporate
and other
|
17,177
|
1
|
(223)
|
16,955
|
|||
Total
debt securities
|
27,128
|
95
|
(240)
|
26,983
|
|||
Equity
securities
|
7,573
|
111
|
(572)
|
7,112
|
|||
$34,701
|
$206
|
$(812)
|
$34,095
|
Amortized
Cost
|
Estimated
Fair
Value
|
|
Due
in one year or less
|
$5,218
|
$5,190
|
Due
after one year through five years
|
348
|
351
|
Due
after five year through ten years
|
9,603
|
9,677
|
Due
after ten years
|
11,959
|
11,765
|
$27,128
|
$26,983
|
Less
than 12
Months
Consecutive
Unrealized
Losses
|
12
Months or More
Consecutive
Unrealized
Losses
|
Total
|
||||
Fair
Value
|
Gross
Unrealized Losses
|
Fair
Value
|
Gross
Unrealized Loss
|
Fair
Value
|
Gross
Unrealized Losses
|
|
Municipal
agencies
|
$2,679
|
$17
|
-
|
-
|
$2,679
|
$17
|
Corporate
securities
|
15,512
|
223
|
-
|
-
|
15,512
|
223
|
Equity
securities
|
1,245
|
58
|
$3,213
|
$514
|
4,458
|
572
|
$19,436
|
$298
|
$3,213
|
$514
|
$22,649
|
$812
|
Investment
Securities Held-to-Maturity
|
|||||||
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized
(Losses)
|
Estimated
Fair
Value
|
||||
Debt
Securities:
|
|||||||
Obligations
of state and political
subdivisions,
maturities of one-to-five years
|
$235
|
$-
|
$-
|
$235
|
Investment
Securities Available-for-Sale
|
|||||||
Amortized/
Historical
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized
(Losses)
|
Estimated
Fair
Value
|
||||
Debt
securities:
|
|||||||
Corporate
and other
|
$22,478
|
$123
|
$(1)
|
$22,600
|
|||
Total
debt securities
|
22,478
|
123
|
(1)
|
22,600
|
|||
Equity
securities
|
7,025
|
181
|
(258)
|
6,948
|
|||
$29,503
|
$304
|
$(259)
|
$29,548
|
Amortized
Cost
|
Estimated
Fair
Value
|
|
Due
in one year or less
|
$1,000
|
$999
|
Due
after one year through five years
|
982
|
984
|
Due
after ten years
|
20,496
|
20,617
|
$22,478
|
$22,600
|
Less
than 12
Months
Consecutive
Unrealized
Losses
|
12
Months or More
Consecutive
Unrealized
Losses
|
Total
|
||||
Fair
Value
|
Gross
Unrealized Losses
|
Fair
Value
|
Gross
Unrealized Loss
|
Fair
Value
|
Gross
Unrealized Losses
|
|
Debt
securities:
|
||||||
Corporate
securities
|
-
|
-
|
999
|
1
|
999
|
1
|
Equity
securities
|
4,354
|
257
|
4
|
1
|
4,358
|
258
|
$4,354
|
$257
|
$1,003
|
$2
|
$5,357
|
$259
|
Mortgage-Backed
Securities Available-for-Sale
|
||||
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized
(Losses)
|
Estimated
Fair
Value
|
|
Collateralized
mortgage obligations ("CMOs")
|
$119,386
|
$-
|
$(2,158)
|
$117,228
|
Federal
Home Loan Mortgage Corporation
pass-through
certificates
|
31,174
|
437
|
-
|
31,611
|
FNMA
pass-through certificates
|
12,677
|
77
|
(108)
|
12,646
|
Governmental
National Mortgage Association
("GNMA")
pass-through certificates
|
1,266
|
13
|
-
|
1,279
|
$164,503
|
$527
|
$(2,266)
|
$162,764
|
Less
than 12
Months
Consecutive
Unrealized
Losses
|
12
Months or More
Consecutive
Unrealized
Losses
|
Total
|
||||
Fair
Value
|
Gross
Unrealized Losses
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Gross
Unrealized Losses
|
|
CMOs
|
$-
|
$-
|
$7,860
|
$108
|
$7,860
|
$108
|
FNMA
pass-through certificates
|
-
|
-
|
117,227
|
2,158
|
117,227
|
2,158
|
$-
|
$-
|
$125,087
|
$2,266
|
$125,087
|
$2,266
|
Mortgage-Backed
Securities Available-for-Sale
|
||||
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized
(Losses)
|
Estimated
Fair
Value
|
|
CMOs
|
$148,461
|
$-
|
$(5,304)
|
$143,157
|
GNMA
pass-through certificates
|
1,773
|
19
|
-
|
1,792
|
FNMA
pass-through certificates
|
9,862
|
-
|
(374)
|
9,488
|
$160,096
|
$19
|
$(5,678)
|
$154,437
|
Less
than 12
Months
Consecutive
Unrealized
Losses
|
12
Months or More
Consecutive
Unrealized
Losses
|
Total
|
||||
Fair
Value
|
Gross
Unrealized Losses
|
Fair
Value
|
Gross
Unrealized Loss
|
Fair
Value
|
Goss
Unrealized Losses
|
|
Debt
securities:
|
||||||
CMOs
|
$-
|
$-
|
$143,157
|
$5,304
|
$143,157
|
5,304
|
FNMA
pass-through certificates
|
-
|
-
|
9,488
|
374
|
9,488
|
374
|
$-
|
$-
|
$152,645
|
$5,678
|
$152,645
|
$5,678
|
December
31,
2007
|
December
31,
2006
|
|
One-
to four-family
|
$139,416
|
$146,613
|
Multifamily
residential
|
1,948,000
|
1,853,880
|
Commercial
real estate
|
728,129
|
666,927
|
Construction
and land acquisition
|
49,387
|
23,340
|
Federal
Housing Authority and Veterans Administration
Insured
mortgage loans
|
1,029
|
1,236
|
Cooperative
apartment unit loans
|
6,172
|
7,224
|
2,872,133
|
2,699,220
|
|
Net
unearned costs
|
1,833
|
1,048
|
$2,873,966
|
$2,700,268
|
Fixed
Rate
|
Adjustable
Rate
|
|||
Period
to Maturity
|
Book
Value
|
Earlier
of Period to Maturity
or
Next Repricing
|
Book
Value
|
|
1
year or less
|
$21,461
|
1
year or less
|
$373,824
|
|
>
1 year-3 years
|
37,066
|
>
1 year-3 years
|
735,852
|
|
>
3 years-5 years
|
58,803
|
>
3 years-5 years
|
1,001,000
|
|
>
5 years-10 years
|
209,450
|
>
5 years-10 years
|
299,403
|
|
>
10 years
|
134,580
|
>
10 years
|
694
|
|
$461,360
|
$2,410,773
|
December
31,
2007
|
December
31,
2006
|
|
Passbook
loans (secured by savings
and
time deposits)
|
$1,122
|
$1,172
|
Consumer
installment and other loans
|
1,047
|
1,033
|
$2,169
|
$2,205
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Balance
at beginning of period
|
$15,514
|
$15,785
|
$15,543
|
Provision
charged to operations
|
240
|
240
|
340
|
Loans
charged off
|
(28)
|
(50)
|
(76)
|
Recoveries
|
19
|
23
|
31
|
Transfer
(to) from reserves on loan commitments
|
(358)
|
(484)
|
(53)
|
Balance
at end of period
|
$15,387
|
$15,514
|
$15,785
|
At
December
31,
2007
|
At
December
31,
2006
|
At
December
31,
2005
|
|
Net
carrying value of the servicing asset
|
$2,268
|
$2,339
|
$2,074
|
Fair
value of the servicing asset
|
3,914
|
3,556
|
2,890
|
Weighted
average life (in years)
|
8.25
|
8.25
|
8.25
|
Prepayment
speed assumptions (annual rate)
|
151
PSA
|
151
PSA
|
151
PSA
|
Impact
on fair value of 10% adverse change
|
$(89)
|
$(76)
|
$(60)
|
Impact
on fair value of 20% adverse change
|
$(174)
|
$(150)
|
$(118)
|
Expected
credit losses (annual rate)
|
$13
|
$65
|
$13
|
Impact
on fair value of 10% adverse change
|
$(1)
|
$(1)
|
$(4)
|
Impact
on fair value of 20% adverse change
|
$(3)
|
$(3)
|
$(9)
|
Residual
cash flows discount rate (annual rate)
|
12.75%
|
13.75%
|
12.75%
|
Impact
on fair value of 10% adverse change
|
$(107)
|
$(101)
|
$(70)
|
Impact
on fair value of 20% adverse change
|
$(207)
|
$(195)
|
$(137)
|
Average
Interest rate on adjustable rate loans
|
5.66%
|
5.62%
|
5.41%
|
Impact
on fair value of 10% adverse change
|
-
|
-
|
-
|
Impact
on fair value of 20% adverse change
|
-
|
-
|
-
|
December
31,
2007
|
December
31,
2006
|
|
Land
|
$7,237
|
$7,237
|
Buildings
|
21,532
|
20,293
|
Leasehold
improvements
|
5,209
|
4,856
|
Furniture,
fixtures and equipment
|
14,558
|
13,586
|
48,536
|
45,972
|
|
Less: accumulated
depreciation and amortization
|
(24,658)
|
(23,086)
|
$23,878
|
$22,886
|
At
December 31, 2007
|
At
December 31, 2006
|
|||
Effective
Cost
|
Liability
|
Effective
Cost
|
Liability
|
|
Savings
accounts
|
0.55%
|
$274,067
|
0.59%
|
$298,522
|
Certificates
of deposit
|
4.61
|
1,077,087
|
4.76
|
1,064,669
|
Money
market accounts
|
4.04
|
678,759
|
3.56
|
514,607
|
NOW
and Super NOW accounts
|
2.28
|
58,414
|
1.08
|
35,519
|
Checking
accounts
|
0.15
|
91,671
|
-
|
95,215
|
3.67%
|
$2,179,998
|
3.54%
|
$2,008,532
|
At
December 31,
|
At
December 31,
|
|
2007
|
2006
|
|
Maturity
in one year or less
|
$968,128
|
$961,009
|
Over
one year through three years
|
99,928
|
85,435
|
Over
three years to five years
|
9,021
|
18,225
|
Over
five years
|
10
|
-
|
Total
certificates of deposit
|
$1,077,087
|
$1,064,669
|
At
or for the
Fiscal
Year
Ended
December 31,
|
||
2007
|
2006
|
|
Balance
outstanding at end of period
|
$155,080
|
$120,235
|
Average
interest cost at end of period
|
4.53%
|
3.54%
|
Average
balance outstanding during the period
|
$132,685
|
$134,541
|
Average
interest cost during the period
|
4.11%
|
1.95%(a)
|
Carrying
amount of underlying collateral
|
$163,116
|
$126,830
|
Estimated
fair value of underlying collateral
|
$163,116
|
$126,830
|
Maximum
balance outstanding at month end during the year
|
$155,160
|
$205,455
|
Year
Ended December 31,
|
Year
Ended December 31,
|
Year
Ended December 31,
|
|||||||||
2007
|
2006
|
2005
|
|||||||||
Federal
|
State
and
City
|
Total
|
Federal
|
State
and
City
|
Total
|
Federal
|
State
and
City
|
Total
|
|||
Current
|
$11,976
|
$2,106
|
$14,082
|
$15,385
|
$1,564
|
$16,949
|
$18,919
|
$1,960
|
$20,879
|
||
Deferred
|
(204)
|
(630)
|
(834)
|
(176)
|
279
|
103
|
(691)
|
42
|
(649)
|
||
$11,772
|
$1,476
|
$13,248
|
$15,209
|
$1,843
|
$17,052
|
$18,228
|
$2,002
|
$20,230
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Tax
at Federal statutory rate
|
$12,492
|
$16,675
|
$19,754
|
State
and local taxes, net of
Federal
income tax benefit
|
959
|
1,198
|
1,156
|
Benefit
plan differences
|
(37)
|
(159)
|
(3)
|
Adjustments
for prior period tax returns
|
641
|
(42)
|
(50)
|
Investment
in BOLI
|
(880)
|
(654)
|
(660)
|
Other,
net
|
73
|
34
|
33
|
$13,248
|
$17,052
|
$20,230
|
|
Effective
tax rate
|
37.12%
|
35.79%
|
35.84%
|
At
December 31,
|
||
Deferred
tax assets:
|
2007
|
2006
|
Excess
book bad debt over tax bad debt reserve
|
$7,156
|
$6,625
|
Employee
benefit plans
|
7,063
|
7,671
|
Tax
effect of other comprehensive income on securities
available-for-sale
|
1,079
|
2,548
|
State
net operating loss carryforwards expiring in 2027 and 2026
|
873
|
136
|
Other
|
504
|
452
|
Total
deferred tax assets
|
16,675
|
17,432
|
Deferred
tax liabilities:
|
||
Difference
in book and tax carrying value of fixed assets
|
600
|
498
|
Tax
effect of purchase accounting fair value adjustments
|
179
|
194
|
Other
|
103
|
296
|
Total
deferred tax liabilities
|
882
|
$988
|
Valuation
Allowance for State net operating loss carryforwards
|
873
|
136
|
Net
deferred tax asset (recorded in other assets)
|
$14,920
|
$16,308
|
Gross
unrecognized tax benefits at January 1, 2007
|
$2,716
|
|
Lapse
of statue of limitations
|
(183)
|
|
Gross
increases – current period tax positions
|
73
|
|
Gross
decreases – prior period tax positions
|
(332)
|
|
Gross
unrecognized tax benefits at December 31, 2007
|
$2,274
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Interest
cost
|
1,071
|
1,041
|
1,068
|
Expected
return on plan assets
|
(1,799)
|
(1,753)
|
(1,650)
|
Net
amortization and deferral
|
470
|
580
|
545
|
Net
periodic (credit) cost
|
$(258)
|
$(132)
|
$(37)
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Discount
rate
|
5.875%
|
5.50%
|
6.125%
|
At
December 31,
|
||
2007
|
2006
|
|
Accumulated
benefit obligation at end of period
|
$18,357
|
$18,753
|
Reconciliation
of Projected benefit obligation:
|
||
Projected
benefit obligation at beginning of period
|
$18,753
|
$19,450
|
Interest
cost
|
1,070
|
1,041
|
Actuarial
gain
|
(430)
|
(652)
|
Benefit
payments
|
(1,036)
|
(1,049)
|
Settlements
|
-
|
(37)
|
Projected
benefit obligation at end of period
|
18,357
|
18,753
|
Plan
assets at fair value (investments in trust funds managed by
trustee)
|
||
Balance
at beginning of period
|
20,509
|
20,000
|
Return
on plan assets
|
2,699
|
1,595
|
Contributions
|
-
|
-
|
Benefit
payments
|
(1,036)
|
(1,049)
|
Settlements
|
-
|
(37)
|
Balance
at end of period
|
22,172
|
20,509
|
Funded
status:
|
||
Excess
of plan assets over projected benefit obligation
|
3,815
|
1,756
|
Unrecognized
loss from experience different from that assumed
|
N/A
|
N/A
|
Prepaid
retirement expense included in other assets
|
$3,815
|
$1,756
|
At
December 31,
|
||
2007
|
2006
|
|
Discount
rate
|
6.29%
|
5.875%
|
Expected
long-term return on plan assets
|
9.00
|
9.00
|
At
December 31,
|
||
2007
|
2006
|
|
Asset
Category
|
||
Equity
securities
|
70%
|
73%
|
Debt
securities (bond mutual funds)
|
30
|
27
|
Total
|
100%
|
100%
|
Year
Ending December 31,
|
||
2008
|
$1,197
|
|
2009
|
1,218
|
|
2010
|
1,215
|
|
2011
|
1,216
|
|
2012
|
1,266
|
|
2013
to 2017
|
6,472
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Service
cost
|
$-
|
$-
|
$-
|
Interest
cost
|
281
|
269
|
286
|
Net
amortization and deferral
|
-
|
38
|
73
|
Curtailment
credit
|
-
|
-
|
(179)
|
Net
periodic cost
|
$281
|
$307
|
$180
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Discount
rate
|
5.875%
|
5.50%
|
6.125%
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Discount
rate
|
5.875%
|
5.50%
|
6.00%
|
Rate
of increase in fee compensation levels
|
-
|
4.0
|
4.0
|
At
December 31,
|
||
2007
|
2006
|
|
Accumulated
benefit obligation at end of period
|
$5,166
|
$4,942
|
Reconciliation
of projected benefit obligation:
|
||
Projected
benefit obligation at beginning of period
|
$4,910
|
$5,067
|
Service
cost
|
-
|
-
|
Interest
cost
|
281
|
270
|
Benefit
payments
|
(128)
|
(96)
|
Actuarial
loss (gain)
|
71
|
(331)
|
Projected
benefit obligation at end of period
|
5,134
|
4,910
|
Plan
assets at fair value:
|
||
Balance
at beginning of period
|
-
|
-
|
Contributions
|
128
|
96
|
Benefit
payments
|
(128)
|
(96)
|
Balance
at end of period
|
-
|
-
|
Funded
status:
|
||
Deficiency
of plan assets over projected benefit obligation
|
(5,134)
|
(4,910)
|
Contributions
by employer
|
N/A
|
N/A
|
Unrecognized
(gain) loss from experience different from that assumed
|
N/A
|
N/A
|
Unrecognized
net past service liability
|
N/A
|
N/A
|
Accrued
expense included in other liabilities
|
$(5,134)
|
$(4,910)
|
At
December 31, 2007
|
At
December 31, 2006
|
||||
BMP
|
Directors'
Retirement Plan
|
BMP
|
Directors'
Retirement Plan
|
||
Discount
rate
|
6.29%
|
6.29%
|
5.875%
|
5.50%
|
|
Rate
of increase in compensation levels
|
-
|
-
|
-
|
-
|
Year
Ending December 31,
|
||
2008
|
$322
|
|
2009
|
340
|
|
2010
|
358
|
|
2011
|
380
|
|
2012
|
464
|
|
2013
to 2017
|
$2,293
|
|
(1) Qualified
employees who retired prior to April 1, 1991 receive the full medical
coverage in effect at the time of retirement until their death at no cost
to such retirees;
|
|
(2) Qualified
employees retiring on or after after April 1, 1991 are eligible for
continuation of the medical coverage in effect at the time of retirement
until their death. Throughout retirement, the Bank will continue to pay
the premiums for the coverage not to exceed the premium amount paid for
the first year of retirement coverage. Should the premiums increase, the
employee is required to pay the differential to maintain full medical
coverage.
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Service
cost
|
$83
|
$82
|
$72
|
Interest
cost
|
245
|
227
|
256
|
Unrecognized
past service liability
|
(29)
|
(29)
|
(28)
|
Amortization
of unrealized loss
|
29
|
40
|
56
|
$328
|
$320
|
$356
|
Year
Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Discount
rate
|
5.875%
|
5.50%
|
6.125%
|
Rate
of increase in compensation levels
|
3.50
|
3.00
|
3.25
|
At
December 31,
|
At
December 31,
|
|
2007
|
2006
|
|
Accumulated
benefit obligation at end of period
|
$4,234
|
$4,244
|
Reconciliation
of projected benefit obligation:
|
||
Projected
benefit obligation at beginning of period
|
$4,244
|
$4,183
|
Service
cost
|
83
|
82
|
Interest
cost
|
244
|
227
|
Actuarial
gain
|
(166)
|
(109)
|
Benefit
payments
|
(171)
|
(139)
|
Projected
benefit obligation at end of period
|
4,234
|
4,244
|
Plan
assets at fair value:
|
||
Balance
at beginning of period
|
-
|
-
|
Contributions
|
171
|
139
|
Benefit
payments
|
(171)
|
(139)
|
Balance
at end of period
|
-
|
-
|
Funded
status:
|
||
(Deficiency)
of plan assets over projected benefit obligation
|
(4,234)
|
(4,244)
|
Unrecognized
loss from experience different from that assumed
|
N/A
|
N/A
|
Unrecognized
net past service liability
|
N/A
|
N/A
|
Accrued
expense included in other liabilities
|
$(4,234)
|
$(4,244)
|
Year
Ending December 31,
|
||
2008
|
$168
|
|
2009
|
164
|
|
2010
|
166
|
|
2011
|
172
|
|
2012
|
180
|
|
2013
to 2017
|
1,003
|
At
or for the Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Options
outstanding – beginning of period
|
2,250,747
|
2,503,103
|
2,679,435
|
Options
granted
|
996,500
|
-
|
394,812
|
Weighted
average exercise price of grants
|
$13.74
|
-
|
$15.36
|
Options
exercised
|
56,540
|
246,169
|
534,637
|
Weighted
average exercise price of exercised options
|
$5.64
|
$4.75
|
$4.72
|
Options
forfeited
|
24,710
|
6,187
|
36,507
|
Weighted
average exercise price of forfeited options
|
$18.88
|
$19.90
|
$17.40
|
Options
outstanding - end of period
|
3,165,997
|
2,250,747
|
2,503,103
|
Weighted
average exercise price of outstanding
options
- end of period
|
$14.63
|
$14.85
|
$13.87
|
Remaining
options available for grant
|
118,975
|
1,127,840
|
1,169,653
|
Vested
options at end of period
|
2,169,497
|
2,250,747
|
2,503,103
|
Weighted
average exercise price of vested
options
– end of period
|
$15.04
|
$14.85
|
$13.87
|
Cash
received for option exercise cost
|
$244
|
$1,086
|
$2,445
|
Income
tax benefit recognized
|
177
|
839
|
1,995
|
Compensation
expense recognized
|
629
|
-
|
-
|
Remaining
unrecognized compensation expense
|
2,377
|
-
|
-
|
Weighted
average remaining years for which
compensation
expense is to be recognized
|
3.2
|
-
|
-
|
Outstanding
Options as of December 31, 2007
|
||||
Range
of Exercise Prices
|
Amount
|
Weighted
Average
Exercise
Price
|
Weighted
Average Contractual Years Remaining
|
Vested
Options
as of
December
31, 2007
|
$4.51
- $5.00
|
14,087
|
4.56
|
2.3
|
14,087
|
$10.50
- $11.00
|
500,364
|
10.91
|
4.1
|
500,364
|
$13.00-$13.50
|
598,442
|
13.16
|
5.3
|
598,442
|
$13.50-$14.00
|
996,500
|
13.74
|
9.6
|
-
|
$15.00-$15.50
|
318,492
|
15.10
|
7.7
|
318,492
|
$16.00-$16.50
|
76,320
|
16.45
|
7.3
|
76,320
|
$19.50-$20.00
|
661,792
|
19.90
|
6.3
|
661,792
|
Total
|
3,165,997
|
$14.63
|
6.9
|
2,169,497
|
Year
Ended December 31,
|
||
2007
|
2005
|
|
Total
options granted
|
996,500
|
394,812
|
Estimated
fair value on date of grant
|
$3.06
|
$3.91
|
Pricing
methodology utilized
|
Black-
Scholes
|
Black-
Scholes
|
Expected
life (in years)
|
6.2
|
7.0
|
Interest
rate
|
4.56%
|
3.94%
|
Volatility
|
28.39
|
31.67
|
Dividend
yield
|
4.08
|
3.67
|
At
or for the Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Shares
acquired (a)
|
-
|
5,023
|
5,636
|
Shares
vested
|
-
|
13,500
|
13,500
|
Shares
allocated
|
-
|
-
|
-
|
Shares
transferred to the Holding Company
|
303,137
|
||
Unallocated
shares - end of period
|
-
|
303,137
|
298,114
|
Unvested
allocated shares – end of period
|
-
|
-
|
13,500
|
Compensation
recorded to expense
|
-
|
$45
|
$108
|
Income
recognized upon transfer of assets
|
109
|
-
|
-
|
Income
tax benefit recognized
|
-
|
134
|
-
|
At
or for the Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Unvested
allocated shares – beginning of period
|
71,855
|
31,804
|
-
|
Shares
granted
|
12,000
|
48,000
|
31,804
|
Shares
vested
|
17,551
|
7,949
|
-
|
Unvested
allocated shares – end of period
|
66,304
|
71,855
|
31,804
|
Unallocated
shares - end of period
|
-
|
-
|
-
|
Compensation
recorded to expense
|
$372
|
$252
|
$96
|
Income
tax (benefit) recognized
|
(1)
|
16
|
-
|
Year
Ending December 31,
|
Amount
|
2008
|
$1,858
|
2009
|
2,062
|
2010
|
2,093
|
2011
|
1,963
|
2012
|
1,848
|
Thereafter
|
19,130
|
Total
|
$28,954
|
At
December 31, 2007
|
Carrying
Amount
|
Fair
Value
|
Assets:
|
||
Cash
and due from banks
|
$101,708
|
$101,708
|
Investment
securities held-to-maturity
|
80
|
80
|
Investment
securities available-for-sale
|
34,095
|
34,095
|
MBS
available-for-sale
|
162,764
|
162,764
|
Loans,
net
|
2,860,748
|
2,848,863
|
Loans
held for sale
|
890
|
890
|
MSR
|
2,496
|
3,914
|
Federal
funds sold and other short-term investments
|
128,014
|
128,014
|
FHLBNY
capital stock
|
39,029
|
39,029
|
Liabilities:
|
||
Savings,
money market, NOW, Super NOW and
checking
accounts
|
1,102,911
|
1,102,911
|
Certificates
of deposit
|
1,077,087
|
1,076,362
|
Escrow
and other deposits
|
52,209
|
52,209
|
Securities
sold under agreements to repurchase
|
155,080
|
166,745
|
FHLBNY
advances
|
706,500
|
719,452
|
Subordinated
notes payable
|
25,000
|
25,750
|
Trust
Preferred securities payable
|
72,165
|
57,732
|
Commitments
to extend credit
|
590
|
590
|
At
December 31, 2006
|
Carrying
Amount
|
Fair
Value
|
Assets:
|
||
Cash
and due from banks
|
$26,264
|
$26,264
|
Investment
securities held-to-maturity
|
235
|
235
|
Investment
securities available-for-sale
|
29,548
|
29,548
|
MBS
available-for-sale
|
154,437
|
154,437
|
Loans,
net
|
2,686,959
|
2,670,036
|
Loans
held for sale
|
1,200
|
1,200
|
MSR
|
2,592
|
3,497
|
Federal
funds sold and other short-term investments
|
78,752
|
78,752
|
FHLBNY
capital stock
|
31,295
|
31,295
|
Liabilities:
|
||
Savings,
money market, NOW, Super NOW and
checking
accounts
|
943,863
|
943,863
|
Certificates
of deposit
|
1,064,669
|
1,062,073
|
Escrow
and other deposits
|
46,373
|
46,373
|
Securities
sold under agreements to repurchase
|
120,235
|
118,668
|
FHLBNY
advances
|
571,500
|
569,377
|
Subordinated
notes payable
|
25,000
|
26,875
|
Trust
Preferred securities payable
|
72,165
|
72,165
|
Commitments
to extend credit
|
163
|
163
|
Actual
|
For
Capital
Adequacy
Purposes
|
To
Be Categorized as "Well Capitalized"
|
||||||
As
of December 31, 2007
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||
Tangible
capital
|
$269,231
|
7.88%
|
$51,228
|
1.5%
|
$170,761
|
5.00%
|
||
Leverage
capital
|
$269,231
|
7.88
|
136,609
|
4.0%
|
170,761
|
5.00
|
||
Total
risk-based capital (to risk
weighted
assets)
|
266,645
|
11.92
|
178,954
|
8.0%
|
$223,693
|
10.00
|
||
Tier
I risk-based capital (to risk
weighted
assets)
|
251,258
|
11.23
|
89,477
|
4.0%
|
134,216
|
6.00
|
||
Tier
I leverage capital (to average assets)
|
269,231
|
8.28
|
N/A
|
N/A
|
162,660
|
5.00
|
Actual
|
For
Capital
Adequacy
Purposes
|
To
Be Categorized as "Well Capitalized"
|
||||||
As
of December 31, 2006
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||
Tangible
capital
|
$277,622
|
9.05%
|
$46,037
|
1.5%
|
$153,458
|
5.00%
|
||
Leverage
capital
|
277,622
|
9.05
|
122,766
|
4.0%
|
153,458
|
5.00
|
||
Total
risk-based capital (to risk
weighted
assets)
|
276,864
|
12.61
|
175,653
|
8.0%
|
219,566
|
10.00
|
||
Tier
I risk-based capital (to risk
weighted
assets)
|
261,350
|
11.90
|
87,826
|
4.0%
|
131,739
|
6.00
|
||
Tier
I leverage capital (to average assets)
|
277,622
|
8.97
|
N/A
|
N/A
|
154,801
|
5.00
|
At
December 31, 2007
|
At
December 31, 2006
|
||||||
Tangible
Capital
|
Leverage
Capital
|
Total
Risk-Based Capital
|
Tangible
Capital
|
Leverage
Capital
|
Total
Risk-Based
Capital
|
||
GAAP
capital
|
$321,091
|
$321,091
|
$321,091
|
$326,456
|
$326,456
|
$326,456
|
|
Non-allowable
assets:
|
|||||||
MSR
|
(254)
|
(254)
|
(254)
|
(265)
|
(265)
|
(265)
|
|
Accumulated
other comprehensive loss
|
4,032
|
4,032
|
4,032
|
7,069
|
7,069
|
7,069
|
|
Goodwill
|
(55,638)
|
(55,638)
|
(55,638)
|
(55,638)
|
(55,638)
|
(55,638)
|
|
Tier
1 risk-based capital
|
269,231
|
269,231
|
269,231
|
277,622
|
277,622
|
277,622
|
|
Adjustment
for recourse provision on loans sold
|
-
|
-
|
(17,973)
|
-
|
-
|
(16,272)
|
|
General
valuation allowance
|
-
|
-
|
15,387
|
-
|
-
|
15,514
|
|
Total
(Tier 2) risk based capital
|
269,231
|
269,231
|
266,645
|
277,622
|
277,622
|
276,864
|
|
Minimum
capital requirement
|
51,228
|
136,609
|
178,954
|
46,037
|
122,766
|
175,653
|
|
Regulatory
capital excess
|
$218,003
|
$132,622
|
$87,691
|
$231,585
|
$154,856
|
$101,211
|
For
the three months ended
|
||||
March
31,
2007
|
June
30,
2007
|
September
30, 2007
|
December
31, 2007
|
|
Net
interest income
|
$17,886
|
$17,669
|
$17,378
|
$18,080
|
Provision
for loan losses
|
60
|
60
|
60
|
60
|
Net
interest income after
provision
for loan losses
|
17,826
|
17,609
|
17,318
|
18,020
|
Non-interest
income
|
2,490
|
2,387
|
3,131
|
2,411
|
Non-interest
expense
|
11,248
|
11,199
|
11,717
|
11,337
|
Income
before income taxes
|
9,068
|
8,797
|
8,732
|
9,094
|
Income
tax expense
|
3,251
|
3,152
|
3,188
|
3,657
|
Net
income
|
$5,817
|
$5,645
|
$5,544
|
$5,437
|
Earnings
per share (1):
|
||||
Basic
|
$0.17
|
$0.17
|
$0.17
|
$0.17
|
Diluted
|
$0.17
|
$0.17
|
$0.17
|
$0.17
|
For
the three months ended
|
||||
March
31,
2006
|
June
30,
2006
|
September
30, 2006
|
December
31, 2006
|
|
Net
interest income
|
$20,441
|
$20,851
|
$18,706
|
$17,472
|
Provision
for loan losses
|
60
|
60
|
60
|
60
|
Net
interest income after
provision
for loan losses
|
20,381
|
20,791
|
18,646
|
17,412
|
Non-interest
income
|
3,160
|
3,693
|
3,135
|
2,402
|
Non-interest
expense
|
10,448
|
10,528
|
10,620
|
10,380
|
Income
before income taxes
|
13,093
|
13,956
|
11,161
|
9,434
|
Income
tax expense
|
4,685
|
4,896
|
4,002
|
3,469
|
Net
income
|
$8,408
|
$9,060
|
$7,159
|
$5,965
|
Earnings
per share (1):
|
||||
Basic
|
$0.24
|
$0.26
|
$0.21
|
$0.17
|
Diluted
|
$0.24
|
$0.26
|
$0.20
|
$0.17
|
At
December 31,
|
At
December 31,
|
|
2007
|
2006
|
|
ASSETS:
|
||
Cash
and due from banks
|
$5,103
|
$4,427
|
Investment
securities available-for-sale
|
7,112
|
6,947
|
MBS
available-for-sale
|
1,279
|
1,792
|
Federal
funds sold and other short term investments
|
22,733
|
39,678
|
ESOP
loan to subsidiary
|
4,444
|
4,554
|
Investment
in subsidiaries
|
321,737
|
327,089
|
Other
assets
|
5,690
|
5,654
|
Total
assets
|
$368,098
|
$390,141
|
LIABILITIES
AND STOCKHOLDERS' EQUITY:
|
||
Subordinated
notes payable
|
$25,000
|
$25,000
|
Trust
Preferred securities payable
|
72,165
|
72,165
|
Other
liabilities
|
2,081
|
2,345
|
Stockholders'
equity
|
268,852
|
290,631
|
Total
liabilities and stockholders' equity
|
$368,098
|
$390,141
|
Fiscal
Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Net
interest loss
|
$(5,902)
|
$(5,178)
|
$(5,911)
|
Dividends
received from Bank
|
35,000
|
58,012
|
11
|
Non-interest
income
|
516
|
1,215
|
152
|
Non-interest
expense
|
(424)
|
(484)
|
(512)
|
Income
(Loss) before income taxes and equity in
undistributed
earnings of direct subsidiaries
|
29,190
|
53,565
|
(6,260)
|
Income
tax credit
|
2,143
|
698
|
2,721
|
Income
(Loss) before equity in undistributed earnings
of
direct subsidiaries
|
31,333
|
54,263
|
(3,539)
|
Equity
in (overdistributed) undistributed earnings of
subsidiaries
|
(8,890)
|
(23,671)
|
39,749
|
Net
income
|
$22,443
|
$30,592
|
$36,210
|
Fiscal
Year Ended December 31,
|
|||
2007
|
2006
|
2005
|
|
Cash
flows from Operating Activities:
|
|||
Net
income
|
$22,443
|
$30,592
|
$36,210
|
Adjustments
to reconcile net income to net cash provided
by
operating activities:
|
|||
Equity
in overdistributed (undistributed) earnings of direct
subsidiaries
|
8,890
|
23,671
|
(39,749)
|
Gain
on sale of assets
|
-
|
(1,063)
|
-
|
Net
(amortization) and accretion
|
(547)
|
(594)
|
(299)
|
(Increase)
Decrease in other assets
|
(36)
|
703
|
461
|
(Decrease)
Increase in other liabilities
|
(89)
|
596
|
(144)
|
Net
cash provided by (used in) Operating Activities
|
30,661
|
53,905
|
(3,521)
|
Cash
flows from Investing Activities:
|
|||
Net
Decrease (Increase) in federal funds sold and other short-term
Investments
|
16,945
|
(25,962)
|
23,235
|
Proceeds
from maturities of investment securities
available-for-sale
|
-
|
3,000
|
25,000
|
Proceeds
from sale of investment securities available-for-sale
|
-
|
3,032
|
-
|
Purchases
of investment securities available-for-sale
|
-
|
(3,029)
|
(15,000)
|
Principal
collected on MBS available-for-sale
|
507
|
571
|
945
|
Principal
repayments on ESOP loan
|
110
|
102
|
94
|
Net
cash provided by (used in) Investing Activities
|
17,562
|
(22,286)
|
34,274
|
Cash
flows from Financing Activities:
|
|||
Cash
dividends re-assumed through liquidation of RRP
|
958
|
-
|
-
|
Common
stock issued for exercise of stock options
|
136
|
910
|
2,307
|
Purchase
of common stock by the RRP
|
-
|
-
|
(80)
|
Cash
dividends paid to stockholders
|
(18,991)
|
(19,751)
|
(19,868)
|
Purchase
of treasury stock
|
(29,650)
|
(11,024)
|
(12,178)
|
Benefit
plan payments reimbursed by subsidiary
|
-
|
-
|
777
|
Net
cash used in financing activities
|
(47,547)
|
(29,865)
|
(29,042)
|
Net
increase in cash and due from banks
|
676
|
1,754
|
1,711
|
Cash
and due from banks, beginning of period
|
4,427
|
2,673
|
962
|
Cash
and due from banks, end of period
|
$5,103
|
$4,427
|
$2,673
|
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.
(2)
|
|
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. (3)
|
|
4.4
|
Certificate
of Designations, Preferences and Rights of Series A Junior Participating
Preferred Stock (4)
|
|
4.5
|
Rights
Agreement, dated as of April 9, 1998, between Dime Community Bancorp, Inc.
and ChaseMellon Shareholder
Services,
L.L.C., as Rights Agent (4)
|
|
4.6
|
Form
of Rights Certificate (4)
|
|
4.7
|
Second
Amended and Restated Declaration of Trust, dated as of July 29, 2004, by
and among Wilmington Trust
Company,
as Delaware Trustee, Wilmington Trust Company as Institutional Trustee,
Dime Community Bancshares,
Inc.,
as Sponsor, the Administrators of Dime Community Capital Trust I and the
holders from time to time of undivided
beneficial
interests in the assets of Dime Community Capital Trust I
(9)
|
|
4.8
|
Indenture,
dated as of March 19, 2004, between Dime Community Bancshares, Inc. and
Wilmington Trust Company, as
trustee
(9)
|
|
4.9
|
Series
B Guarantee Agreement, dated as of July 29, 2004, executed and delivered
by Dime Community Bancshares,
Inc.,
as Guarantor and Wilmington Trust Company, as Guarantee Trustee, for the
benefit of the holders from time to
time
of the Series B Capital Securities of Dime Community Capital Trust I
(9)
|
|
10.1
|
Amended
and Restated Employment Agreement between The Dime Savings Bank of
Williamsburgh and Vincent F.
Palagiano
(5)
|
|
10.2
|
Amended
and Restated Employment Agreement between The Dime Savings Bank of
Williamsburgh and Michael P.
Devine
(5)
|
|
10.3
|
Amended
and Restated Employment Agreement between The Dime Savings Bank of
Williamsburgh and
Kenneth
J. Mahon (5)
|
|
10.4
|
Employment
Agreement between Dime Community Bancorp, Inc. and Vincent F. Palagiano
(10)
|
|
10.5
|
Employment
Agreement between Dime Community Bancorp, Inc. and Michael P.
Devine (10)
|
|
10.6
|
Employment
Agreement between Dime Community Bancorp, 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 (5)
|
|
10.8
|
The
Benefit Maintenance Plan of Dime Community Bancorp, Inc.
(6)
|
|
10.9
|
Severance
Pay Plan of The Dime Savings Bank of Williamsburgh (5)
|
|
10.10
|
Retirement
Plan for Board Members of Dime Community Bancorp, Inc.
(6)
|
|
10.11
|
Dime
Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors,
Officers and Employees, as amended
by
amendments number 1 and 2 (6)
|
|
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 (6)
|
|
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. (6)
|
|
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 (6)
|
|
10.15
|
Form
of award notice for outside directors under the Recognition and Retention
Plan for Outside Directors, Officers
and
Employees of Dime Community Bancorp, Inc. (6)
|
|
10.16
|
Form
of award notice for officers and employees under the Recognition and
Retention Plan for Outside Directors,
Officers
and Employees of Dime Community Bancorp, Inc. (6)
|
|
10.17
|
Financial
Federal Savings Bank Incentive Savings Plan in RSI Retirement Trust
(7)
|
|
10.18
|
Financial
Federal Savings Bank Employee Stock Ownership Plan (7)
|
|
10.19
|
Option
Conversion Certificates between Dime Community Bancshares, Inc. and each
of Messrs. Russo, Segrete,
Calamari,
Latawiec, O'Gorman, and Ms. Swaya pursuant to Section 1.6(b) of the
Agreement and Plan of Merger,
dated
as of July 18, 1998 by and between Dime Community Bancshares, Inc. and
Financial Bancorp, Inc. (7)
|
|
10.20
|
Dime
Community Bancshares, Inc. 2001 Stock Option Plan for Outside Directors,
Officers and Employees (8)
|
|
10.21
|
Dime
Community Bancshares, Inc. 2004 Stock Incentive Plan for Outside
Directors, Officers and Employees (11)
|
|
10.22
|
Waiver
executed by Vincent F. Palagiano (13)
|
|
Table
continued on next page
|
10.23
|
Waiver
executed by Michael P. Devine (13)
|
|
10.24
|
Waiver
executed by Kenneth J. Mahon (13)
|
|
10.25
|
Form
of restricted stock award notice for officers and employees under the 2004
Stock Incentive Plan (12)
|
|
10.26
|
Employee
Retention Agreement between The Dime Savings Bank of Williamsburgh and
Christopher D. Maher (14)
|
|
10.27
|
Form
of restricted stock award notice for outside directors under the 2004
Stock Incentive Plan
|
|
21
|
Subsidiaries
of the Registrant
|
|
31(i).1
|
Certification
of Chief Executive Officer Pursuant to Rule
.13a-14(a)/15d-14(a)
|
|
31(i).2
|
Certification
of Chief 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 Chief Financial Officer Pursuant to 18 U.S.C.
1350
|
(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 Quarterly Report on Form 10-Q for the
quarter ended June 30, 2007 filed on August 9, 2007.
|
(3)
|
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.
|
(4)
|
Incorporated
by reference to the registrant's Current Report on Form 8-K dated April 9,
1998 and filed on April 16, 1998.
|
(5)
|
Incorporated
by reference to Exhibits to the registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 filed on September 26,
1997.
|
(6)
|
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.
|
(7)
|
Incorporated
by reference to the registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 2000 filed on September 28, 2000.
|
(8)
|
Incorporated
by reference to the registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003 filed on November 14,
2003.
|
(9)
|
Incorporated
by reference to Exhibits to the registrant’s Registration Statement No.
333-117743 on Form S-4 filed on July 29, 2004.
|
(10)
|
Incorporated
by reference to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 filed on March 15, 2004.
|
(11)
|
Incorporated
by reference to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 filed on March 16, 2005.
|
(12)
|
Incorporated
by reference to the registrant's Current Report on Form 8-K filed on March
22, 2005.
|
(13)
|
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.
|
(14)
|
Incorporated
by reference to the registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006 filed on November 9,
2006.
|