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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
N/A
(Former name or former address, if changed since last report)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | |
(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The | ||||
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The |
Indicate by check mark whether the registrant (1) has filed all the reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ | |
Non-Accelerated Filer ☐ | Smaller Reporting Company |
Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Classes of Common Stock | Number of shares outstanding at July 29, 2024 | |
$0.01 Par Value |
2
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by use of words such as “annualized,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions. Examples of forward-looking statements include, but are not limited to, the proposed use of proceeds from any offering, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and our business, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title insurance subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies.
Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. (together with its direct and indirect subsidiaries, the “Company”), in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Such factors include, without limitation, the following:
| ● | increases in competitive pressure among financial institutions or from non-financial institutions; |
| ● | inflation and fluctuation in market interest rates, which may affect demand for our products, interest margins and the fair value of financial instruments; |
| ● | changes in deposit flows or composition, loan demand or real estate values; |
| ● | changes in the quality and composition of our loan or investment portfolios or unanticipated or significant increases in loan losses; |
| ● | changes in accounting principles, policies or guidelines; |
| ● | changes in corporate and/or individual income tax laws or policies; |
| ● | general socio-economic conditions, including conditions caused by public health emergencies, international conflict, inflation and recessionary pressures, 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; |
| ● | legislative, regulatory or policy changes; |
| ● | technological changes; |
| ● | breaches or failures of the Company’s information technology security systems; |
| ● | the success of new business initiatives or the integration of any acquired entities; |
| ● | difficulties or unanticipated expenses incurred in the consummation of new business initiatives or the integration of any acquired entities; |
| ● | litigation or matters before regulatory agencies; and |
| ● | the risks referred to in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. |
Accordingly, you should not place undue reliance on forward-looking statements. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.
3
Item 1. Condensed Consolidated Financial Statements
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
(Dollars in thousands except share amounts)
June 30, | December 31, | ||||||
| 2024 |
| 2023 | ||||
Assets: |
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Cash and due from banks | $ | | $ | | |||
Securities available-for-sale, at fair value | | | |||||
Securities held-to-maturity | | | |||||
Loans held for sale |
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Loans held for investment, net of fees and costs | | | |||||
Allowance for credit losses |
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Total loans held for investment, net |
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Premises and fixed assets, net |
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Premises held for sale | — | | |||||
Restricted stock |
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Bank Owned Life Insurance ("BOLI") |
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Goodwill |
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Other intangible assets | | | |||||
Operating lease assets |
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Derivative assets | | | |||||
Accrued interest receivable | | | |||||
Other assets |
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Total assets | $ | | $ | | |||
Liabilities: |
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Interest-bearing deposits | $ | | $ | | |||
Non-interest-bearing deposits |
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Deposits (excluding mortgage escrow deposits) |
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Non-interest-bearing mortgage escrow deposits | | | |||||
Interest-bearing mortgage escrow deposits | | | |||||
Mortgage escrow deposits | | | |||||
Federal Home Loan Bank of New York ("FHLBNY") advances |
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Subordinated debt, net |
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Derivative cash collateral | | | |||||
Operating lease liabilities |
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Derivative liabilities | | | |||||
Other liabilities |
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Total liabilities |
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Commitments and contingencies |
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Stockholders' equity: |
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Preferred stock, Series A ($ |
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Common stock ($ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss, net of deferred taxes |
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Unearned equity awards |
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Treasury stock, at cost ( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity | $ | | $ | | |||
See Notes to unaudited condensed Consolidated Financial Statements.
4
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands except per share amounts)
Three Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
| 2024 |
| 2023 | 2024 |
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Interest income: |
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Loans | $ | | $ | | $ | | $ | | |||||
Securities | | | |
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Other short-term investments |
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Total interest income |
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Interest expense: |
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Deposits and escrow |
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Borrowed funds |
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Derivative cash collateral | | | | | |||||||||
Total interest expense |
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Net interest income |
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Provision (recovery) for credit losses |
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Net interest income after provision (recovery) for credit losses |
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Non-interest income: |
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Service charges and other fees |
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Title fees | | | | | |||||||||
Loan level derivative income |
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BOLI income |
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Gain on sale of SBA Loans | | | | | |||||||||
Gain on sale of residential loans |
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Fair value change in equity securities and loans held for sale | ( | ( | ( | ( | |||||||||
Net loss on sale of securities | — | — | — | ( | |||||||||
Gain on sale of other assets |
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Other |
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Total non-interest income |
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Non-interest expense: |
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Salaries and employee benefits |
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Severance | — | | | | |||||||||
Occupancy and equipment |
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Data processing costs |
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Marketing |
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Professional services | | | | | |||||||||
Federal deposit insurance premiums |
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Loss from extinguishment of debt for FHLBNY advances |
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Amortization of other intangible assets | | | | | |||||||||
Other |
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Total non-interest expense |
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Income before income taxes |
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Income tax expense |
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Net income | | | | | |||||||||
Preferred stock dividends | | | | | |||||||||
Net income available to common stockholders | $ | | $ | | $ | | $ | | |||||
Earnings per common share: |
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Basic | $ | | $ | | $ | | $ | | |||||
Diluted | $ | | $ | | $ | | $ | | |||||
See Notes to unaudited condensed Consolidated Financial Statements.
5
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands)
Three Months Ended | Six Months Ended | |||||||||||
June 30, | June 30, | |||||||||||
| 2024 |
| 2023 | 2024 |
| 2023 | ||||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss): |
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Change in unrealized gain (loss) on securities: | ||||||||||||
Change in net unrealized gain (loss) during the period |
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Reclassification adjustment for net losses included in net loss on sale of securities and other assets | — | — | — | | ||||||||
Accretion of net unrealized loss on securities transferred to held-to-maturity | | | | | ||||||||
Change in pension and other postretirement obligations: | ||||||||||||
Reclassification adjustment for expense included in other expense |
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Change in the net actuarial gain | | | | | ||||||||
Change in unrealized gain (loss) on derivatives: | ||||||||||||
Change in net unrealized (loss) gain during the period |
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Reclassification adjustment for expense included in interest expense | | | | ( | ||||||||
Other comprehensive income (loss) before income taxes |
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Deferred tax expense |
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Total other comprehensive income (loss), net of tax |
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Total comprehensive income | $ | | $ | | $ | | $ | | ||||
See Notes to unaudited condensed Consolidated Financial Statements.
6
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands)
Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
Comprehensive | ||||||||||||||||||||||||||
Number of | Additional | Loss, | Unearned | Treasury | Total | |||||||||||||||||||||
Shares of | Preferred | Common | Paid-in | Retained | Net of Deferred | Equity | Stock, | Stockholders’ | ||||||||||||||||||
| Common Stock |
| Stock |
| Stock |
| Capital |
| Earnings |
| Taxes |
| Awards |
| at cost |
| Equity | |||||||||
Beginning balance as of January 1, 2024 |
| | $ | | $ | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | ||||||||
Net income | — | — | — | — | | — | — | — | | |||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | — | | — | — | | |||||||||||||||||
Release of shares, net of forfeitures | | — | — | ( | — | — | ( | | | |||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | | — | | |||||||||||||||||
Shares received related to tax withholding | ( | — | — | ( | — | — | — | ( | ( | |||||||||||||||||
Cash dividends declared to preferred stockholders | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Cash dividends declared to common stockholders | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||
Ending balance as of March 31, 2024 | | | | | | ( | ( | ( | | |||||||||||||||||
Net income | — | — | — | — | | — | — | — | | |||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | — | — | | — | |||||||||||||||||||