SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 1996 or ( ) Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number 0-17494 DIME FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Connecticut 06-1237470 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 95 Barnes Road, Wallingford, Connecticut 06492 (address of principal executive offices) (zip code) Registrant's telephone number, including area code: (203) 269-8881 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock - $1.00 par value; 5,129,289 shares were outstanding as of October 31, 1996. The total number of pages in this report is 26 Exhibit Index is on page 22 DIME FINANCIAL CORPORATION AND SUBSIDIARY INDEX Part I Financial Information Page No. Item 1. Financial Statements Consolidated Statements of Condition September 30, 1996 and 1995 (unaudited) and December 31, 1995. 3. Consolidated Statements of Operations Three months ended September 30, 1996 and 1995 (unaudited) and nine months ended September 30, 1996 and 1995 (unaudited) 3. Selected Financial Highlights 3. Consolidated Statement of Changes in Shareholders' Equity 4. Consolidated Statements of Cash Flows Nine months ended September 30, 1996 and 1995 (unaudited) 5. Notes to Consolidated Financial Statements (unaudited) 6-10. Item 2. Management's Discussion and Analysis of Financial Condition	 and Results of Operations 11-19. Part II Other Information Item 6. Exhibits and Reports on Form 8-K 20. Signatures 21. Exhibit Index 22. Part I. - FINANCIAL INFORMATION Item 1. Financial Statements The registrant incorporates herein by reference the following information from its Quarterly Report to Shareholders for the quarters ended September 30, 1996 and 1995, filed as Exhibit 19 hereto: Consolidated Statements of Condition Consolidated Statements of Operations Selected Financial Highlights Dime Financial Corporation and Subisdiary Consolidated Statement of Changes in Shareholders' Equity Nine Months Ended September 30, 1996 Net Unrealized Gain on Additional Retained Available Common Paid-in Earnings for Sale Treasury (dollars in thousands) Stock Capital (Deficit) Securities Stock Total - --------------------------------------------------------------------------------------------------------- Balance at December 31, 1995 $5,374 $51,117 ($2,166) $ 241 ($2,898) $51,668 Net Income 9,068 9,068 Options Exercised 107 1,092 1,199 Dividends Paid (1,109) (1,109) Change in net unrealized gain on securities available for sale (1,409) (1,409) ------------------------------------------------------------------- Balance at September 30, 1996 $5,481 $52,209 $5,793 ($1,168) ($2,898) $59,417 =================================================================== Item 1 (cont'd) DIME FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows Nine months ended September 30, 1996 and 1995 (unaudited) (Dollars in thousands) 1996 1995 ------------------- Cash flows from operating activities: Net income (loss) $ 9,068 $ 3,365 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,750 6,700 Depreciation and amortization 755 1,126 Amortization/(Accretion) investments, net (460) 184 Amortization of intangible assets 263 262 Amortization of net deferred loan fees (46) (124) Gain on investment securities (203) (298) Deferred income tax benefit -- (2,000) Gains on sale of other real estate owned (486) (1,247) Increase in accrued income receivable (744) (747) Decrease in other assets 1,288 1,668 Increase in other liabilities 46 1,107 ------------------- Net cash provided by operating activities 11,231 9,996 ------------------- Cash flows from investing activities: Available for sale investment securities: Proceeds from sale of investment securities 4,076 4,660 Investment securities purchased (19,745) -- Proceeds from principal payments 1,431 -- Proceeds from maturity of investment securities -- 4,000 Held to maturity investment securities: Investment securities purchased (60,680) (42,849) Proceeds from maturity of investment securities 22,000 31,599 Available for sale mortgage-backed securities: Mortgage-backed securities purchased (115,690) (10,120) Proceeds from principal payments 8,915 326 Proceeds from sale of mortgage-backed securities 62,604 -- Held to maturity mortgage-backed securities: Mortgage-backed securities purchased -- (46,459) Proceeds from principal payments -- 2,057 Net decrease in loans 40,905 27,693 Proceeds from sale of loans 1,326 -- Purchase of premises and equipment (349) (176) Proceeds from sale of bank-owned buildings 245 -- Proceeds from sale of other real estate owned 1,870 3,618 ------------------- Net cash used by investing activities (53,092) (25,651) ------------------- Cash flows from financing activities: Net increase in deposits 25,719 (7,154) Payments of FHLBB advances -- (2,000) Proceeds from exercise of DFC stock options 1,086 126 Payments of cash dividends (1,115) -- ------------------- Net cash provided (used) by financing activities 25,690 (9,028) ------------------- Net decrease in cash and cash equivalents (16,171) (24,683) Cash and cash equivalents at beginning of period 35,489 49,960 ------------------- Cash and cash equivalents at end of period $ 19,318 $25,277 =================== Item 1 (cont'd) DIME FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements September 30, 1996 (unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in Dime Financial Corporation's 1995 Annual Report and Proxy Statement dated March 8, 1996. In the opinion of management, the accompanying consolidated financial statements reflect all necessary adjustments, consisting of normal recurring accruals for a fair presentation of results as of the dates and for the periods covered by the consolidated financial statements. The results of operations of the interim period may not be indicative of results for the entire 1996 fiscal year. 2. EARNINGS PER SHARE The calculation of earnings per share is based on the weighted average number of common shares outstanding during the periods presented as follows: (dollars in thousands, except share data) Three Months Ended Nine Months Ended 9/30/96 9/30/95 9/30/96 9/30/95 -------------------------------------- Net income $3,169 $2,120 $9,068 $3,365 ================================================================================= Weighted Average Common Shares Outstanding 5,125 5,011 5,069 5,001 Earnings per share $0.62 $0.42 $1.79 $0.67 ================================================================================= 3. INVESTMENT SECURITIES The amortized cost, approximate market values, and maturity groupings of investment securities are as follows: September 30, 1996 September 30, 1995 ----------------------------------------- Amortized Market Amortized Market (Dollars in Thousands) Cost Value Cost Value - -------------------------------------------------------------------------------------------- INVESTMENT SECURITIES AVAILABLE FOR SALE: Asset-backed securities After 10 years 15,350 15,403 ---- ---- Domestic obligations: After 5 but within 10 years 3,000 2,997 ---- ---- Equity securities 12 12 12 12 - -------------------------------------------------------------------------------------------- Total Investment Securities Available for Sale $ 18,362 $ 18,412 $ 12 $ 12 ============================================================================================ INVESTMENT SECURITIES HELD TO MATURITY: U.S. treasury securities: Within 1 year ---- ---- $ 9,076 $ 9,032 After 1 but within 5 years 2,435 2,435 ---- ---- After 5 but within 10 years 1,011 1,043 1,013 1,070 - -------------------------------------------------------------------------------------------- Total U.S. treasury securities 3,446 3,478 10,089 10,102 - -------------------------------------------------------------------------------------------- U.S. government agency obligations and U.S government-sponsored agency obligations: Within 1 year ---- ---- 12,994 13,000 After 1 but within 5 years 50,837 50,426 29,876 29,953 After 5 but within 10 years 36,351 35,197 ---- ---- - -------------------------------------------------------------------------------------------- Total U.S. government agency obligations and U.S.government-sponsored agency oblig. 87,188 85,623 42,870 42,953 - -------------------------------------------------------------------------------------------- Domestic obligations: Within 1 year ---- ---- 5,861 5,833 - -------------------------------------------------------------------------------------------- Total Investment Securities Held to Maturity $ 90,634 $ 89,101 $58,820 $58,888 ============================================================================================ MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE: Mortgage-backed securities: GNMA $ 44,810 $ 44,350 $ 9,826 $ 9,879 FNMA 2,905 2,881 ---- ---- FHLMC 748 745 ---- ---- REMIC / CMO's 91,155 89,822 ---- ---- - -------------------------------------------------------------------------------------------- Total Mortgage-backed Sec. Available for Sale $139,618 $137,798 $ 9,826 $ 9,879 ============================================================================================ MORTGAGE-BACKED SECURITIES HELD TO MATURITY: Mortgage-backed securities: GNMA ---- ---- $12,507 $12,478 FNMA ---- ---- 1,186 1,208 FHLMC ---- ---- 46 46 REMIC / CMO's ---- ---- 30,800 30,763 - -------------------------------------------------------------------------------------------- Total Mortgage-backed Sec. Held to Maturity ---- ---- $44,539 $44,495 ============================================================================================ Sept. 30, 1996 Sept. 30, 1995 ------------------------------ INVESTMENT SECURITIES AVAILABLE FOR SALE: Gross unrealized gains $57 $-- Gross unrealized losses $7 $-- INVESTMENT SECURITIES HELD TO MATURITY: Gross unrealized gains $55 $145 Gross unrealized losses $1,588 $77 MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE: Gross unrealized gains $10 $56 Gross unrealized losses $1,830 $3 MORTGAGE-BACKED SECURITIES HELD TO MATURITY: Gross unrealized gains $-- $79 Gross unrealized losses $-- $123 4. ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses are as follows: Nine Months Ended September 30, ------------------------------- 1996 1995 --------------------- (In Thousands) Balance at January 1, $ 12,779 $ 9,326 Provision for loan losses 1,750 6,700 Charge-offs (2,036) (2,544) Recoveries 1,268 240 - --------------------------------------------------------------------------- Balance at September 30, $ 3,761 $ 13,722 =========================================================================== Average loans $433,468 $498,719 Net charge-offs as a percentage of average loans 0.18% 0.46% Non-performing loans $ 6,052 $ 10,763 Allowance for loan losses as a percentage of non-performing loans 227.36% 127.49% Allowance for loan losses as a percentage of total loans 3.33% 2.86% 5. NON-PERFORMING ASSETS September 30, ----------------- 1996 1995 ----------------- (In Thousands) Mortgage loans on real estate $5,118 $ 9,314 Commercial loans 659 1,151 Consumer loans 275 298 ----------------- Total non-performing loans 6,052 10,763 Other real estate owned, net 825 1,649 ----------------- Total non-performing assets $6,877 $12,412 ================= Non-performing loans as a percentage of total loans 1.47% 2.24% Non-performing assets as a percentage of total assets 0.99% 1.96% 6. IMPAIRED LOANS Impaired loans are commercial, commercial real estate, non-owner occupied residential mortgage loans, and individually significant owner-occupied residential mortgage and consumer loans for which it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. Owner occupied residential mortgage and consumer loans which are not individually significant are measured for impairment collectively. The definition of "impaired loans" is not the same as the definition of "non-accrual loans". Non-accrual loans include impaired loans and are those on which the accrual of interest is discontinued when collectibility of principal or interest is uncertain or payments of principal or interest have become contractually past due 90 days. The Company does not accrue income on loans that are past due 90 days or more except in the case of education loans which are conditionally guaranteed. Education loans which were 90 days or more past due at September 30, 1996 and in accrual status totalled $97,000. The Company may choose to place a loan on non-accrual status while not classifying the loan as impaired if it is probable that the Company will collect all amounts due in accordance with the contractual terms of the loan. Factors considered by management in determining impairment include payment status and collateral value. Loans that experience insignificant payment delays and insignificant shortfalls are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of delay, reasons for delay, the borrower's prior payment record, and the amount of the shortfall in relation to the total debt owed. The amount of impairment is generally determined by the difference between the fair value of underlying collateral securing the loan and the recorded amount of the loan. Interest payments received from commercial mortgage loans, commercial business loans, and non-owner occupied residential investment mortgage loans which have been classified as impaired are generally applied to the carrying value of such loans. Interest payments received from loans which are classified as impaired, other than commercial loans, are generally recognized on a cash basis. At September 30, 1996 impaired loans totalled $4.0 million with a related allowance of $695,000 compared with impaired loans at September 30, 1995 of $6.8 million with a related allowance of $913,000. Management believes that the valuation allowance for impaired loans at September 30, 1996 is adequate. 7. FHLBB ADVANCES Federal Home Loan Bank of Boston advances consisted of the following: September 30, 1996 1995 ----------------- (In Thousands) 7.07% due 1996 -- 33,000 7.16% due 1997 25,000 25,000 6.05% due 1998 15,000 -- 6.29% due 1999 10,000 -- 6.51% due 2000 8,000 -- ------------------------------------------------------- Total FHLBB advances $58,000 $58,000 ======================================================= Item 2: DIME FINANCIAL CORPORATION AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Dime Financial Corporation of Wallingford, Connecticut (the "Company"), organized in 1988, is the parent company of one wholly-owned subsidiary, The Dime Savings Bank of Wallingford ("Dime") which was organized in 1871. Consolidated assets as of September 30, 1996 were $691.8 million. The Company provides a full range of banking services to individual and corporate customers through its subsidiary, The Dime Savings Bank of Wallingford, which operates eleven retail banking offices in six contiguous communities within New Haven County, Connecticut. Products and services offered include a variety of savings, time, and checking products as well as numerous mortgage loans, consumer loans, and commercial loans. Deposits are insured by the Federal Deposit Insurance Corporation ("FDIC") up to certain limits under the law. FINANCIAL CONDITION The Company's earnings primarily depend upon the difference between the interest and dividend income earned on loans and investments and the interest expense paid on deposits and borrowed money ("net interest income"). The difference between the average interest rate earned on loans and investments and the average interest rate paid on deposits and borrowings ("net spread") is affected by economic factors influencing general interest rates, loan demand, the level of non-performing loans, and savings flows as well as the effects of competition for loans and deposits. Net income is also affected by gains and losses on investment securities transactions and other operating income such as service charges and fees offset by additions to the provision for loan losses, other operating expenses and income tax expense. For the third quarter of 1996, the Company reported net income of $3.2 million or $0.62 per share compared with net income of $2.1 million or $0.42 per share for the quarter ended September 30, 1995. Net income for the nine month period ended September 30, 1996 totalled $9.1 million or $1.79 per share compared with net income of $3.4 million or $0.67 per share for the nine month period ended September 30, 1995. 1996 results were affected primarily by a lower provision to the allowance for loan losses and a reduction in operating expenses, exclusive of OREO operations. The provision to the allowance for loan losses totalled $450,000 for the quarter ended September 30, 1996 compared with a provision in the third quarter of 1995 of $1.4 million. The provision to the allowance for loan losses for the nine months ended September 30, 1996 totalled $1.8 million compared with $6.7 million for the year earlier period. Operating expenses, exclusive of the net cost of the operation of other real estate owned ("OREO operations"), totalled $3.2 million for the quarter ended September 30, 1996 compared with $3.6 million in the third quarter of 1995. OREO operations may include gains or losses on the sale of OREO, writedowns of OREO, and expenses to operate and maintain OREO. OREO operations equalled a net expense of $67,000 for the quarter ended September 30, 1996 compared with a net gain of $256,000 for the third quarter of 1995. Operating expenses, exclusive of OREO operations, for the nine month period ended September 30, 1996 were $10.8 million compared with $13.5 million for the nine month period ended September 30, 1995, representing a decrease of $2.7 million or 20%. OREO operations equalled a net gain of $223,000 for the nine months ended September 30, 1996 compared with a net gain of $432,000 for the nine months ended September 30, 1995. The decline in operating expenses during 1996 was primarily the result of a restructure program, first implemented during the second quarter of 1995, which significantly reduced the Company's workforce. In addition, the cost of FDIC insurance declined substantially due primarily to a general reduction in the assessment rate charged and an improvement in the risk rating of Dime. Salaries and employee benefits decreased $168,000 or 9% and totalled $1.6 million for the quarter ended September 30, 1996 compared with $1.8 million for the second quarter of 1995. Salaries and employee benefits for the nine month period ended September 30, 1996 totalled $5.0 million compared with $6.1 million for the first nine months of 1995 representing a decrease of over $1 million or 17%. The cost of FDIC insurance decreased to $500 for the quarter ended September 30, 1996 compared with $52,000 for the third quarter of 1995. The cost of FDIC insurance for the nine month period ended September 30, 1996 totalled $79,000 compared with $808,000 for the nine month period ended September 30, 1996, representing a decrease of $729,000 or 90%. During 1996, the Company provided for only minimal income taxes as the result of tax loss carry-forwards available to offset regular Federal and State income taxes. During the first three quarters of 1995, the company recognized $2.0 million of a deferred tax benefit as the result of improved earnings projections. No deferred tax benefit was recognized during the first nine months of 1996. Net interest income totalled $6.3 million for the quarter ended September 30, 1996 representing a net interest rate spread of 3.20% and a net interest margin of 3.76% compared with net interest income of $6.3 million for the quarter ended September 30, 1995 which represented a net interest rate spread of 3.61% and a net interest margin of 4.11%. Net interest income for the nine month period ended September 30, 1996 totalled $19.6 million representing a net interest rate spread of 3.40% and a net interest margin of 3.94% compared with net interest income of $19.2 million for the nine months ended September 30, 1995 which represented a net interest rate spread of 3.73% and a net interest margin of 4.18%. The decrease in the interest rate spread and margin was due to the combination of a higher cost of deposits, a lower loan yield, and a greater volume of investment securities as a percentage of earning assets, which was partially offset by an increased yield on investment securities. At September 30, 1996, the Company's allowance for loan losses was $13.8 million or 227.36% of non-performing loans, 200.09% of non-performing assets, and 3.33% of total loans. At December 31, 1995, the allowance for loan losses was $12.8 million, or 166.36% of non-performing loans, 140.48% of non-performing assets, and 2.80% of total loans. At September 30, 1995, the allowance for loan losses was $13.7 million, or 127.49% of non- performing loans, 110.56% of non-performing assets, and 2.86% of total loans. At September 30, 1996, non-performing loans, totalled $6.1 million, or 1.47% of total loans, compared with $7.7 million, or 1.68% of total loans at December 31, 1995, and compared with $10.8 million, or 2.24% of total loans at September 30, 1995. Other real estate owned totalled $825,000 at September 30, 1996, compared with $1.4 million at December 31, 1995 and $1.6 million at September 30, 1995. Total non-performing assets, were $6.9 million, or 0.99% of total assets at September 30, 1996, compared with $9.1 million or 1.38% of total assets at December 31, 1995, and compared with $12.4 million or 1.96% of total assets at September 30, 1995. Total loans decreased by $43.7 million, or nearly 10%, from $456.4 million at December 31, 1995 to $412.8 million at September 30, 1996 and decreased $67.4 million or 14% from $480.2 million at September 30, 1995. The decrease in total loans was due primarily to limited lending opportunities. Deposits, including escrow deposits, increased $25.7 million, or nearly 5%, from $543.3 million at December 31, 1995 to $569.1 million at September 30, 1996 and increased $48.3 million, or 9%, from September 30, 1995. ASSET QUALITY Loan review procedures exist to assess loan quality in addition to providing the Board and management with analysis to determine that the allowance for loan losses is sufficient given the risks inherent in the loan portfolio at a point in time. During the third quarter of 1996 the Company added $450,000 to the allowance for loan losses compared with a provision of $1.4 million in the third quarter of 1995. The provision to the allowance for loan losses for the nine months ended September 30, 1996 totalled $1.8 million compared with $6.7 million for the year earlier period. Net charge-offs for the quarter and nine months ended September 30, 1996 totalled $574,000 and $768,000, respectively compared with net charge-offs for the quarter and nine months ended September 30, 1995 of $1.2 million and $2.3 million, respectively. Management has classified performing loans totalling $1.6 million at September 30, 1996 as substandard for internal purposes compared with $12.0 million at September 30, 1995 and compared with $10.5 million at December 31, 1995. These loans are still performing and management does not have serious doubt as to their collectibility. Under FDIC guidelines substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any, and must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Management continues to closely monitor the loan portfolio and the foreclosed properties of its subsidiary and to take appropriate action when necessary. The table entitled "Allowance For Loan Losses," on page 8, indicates that at September 30, 1996 the balance in the allowance for loan losses represented 227.36% of non-performing loans and 3.33% of total loans. Management believes that the allowance for loan losses at September 30, 1996 is adequate, based on the quality of the loan portfolio at that date. LIQUIDITY AND ASSET / LIABILITY MANAGEMENT The primary objective of asset / liability management is to maximize net interest income while ensuring adequate liquidity, monitoring proper credit risk and maintaining an appropriate balance between interest rate sensitive assets and interest rate sensitive liabilities. Interest rate sensitivity management seeks to minimize fluctuating net interest margins and to enhance consistent growth of net interest income through periods of changing interest rates. Liquidity management involves the ability to meet the cash flow requirements of the Company's loan and deposit customers. The Company has an asset / liability committee ("ALCO") which meets weekly to discuss loan and deposit pricing and trends, current liquidity and interest rate risk positions, interest rate and economic trends and other relevant information. To aid in the measurement of interest rate risk, the Company utilizes an asset / liability model which, given many key assumptions, projects estimated results within the constraints of those assumptions. The model is also used to estimate movement within the balance sheet, given certain scenarios, and to measure the effects of that movement on net interest income. Cash on hand, deposits at other financial institutions, interest-bearing deposits with an original maturity of three months or less, and Federal funds sold are the principal sources of liquidity. Cash and cash equivalents amounted to $19.3 million at September 30, 1996, as compared with $25.3 million at September 30, 1995. Cash and cash equivalents represented 2.79% of total assets at September 30, 1996 as compared to 4.00% of total assets at September 30, 1995. The Company believes that its liquidity is sufficient to meet currently known demands and commitments. Principal sources of funds include cash receipts from deposits, loan principal and interest payments, earnings on investments, and proceeds from amortizing and maturing investments. The current principal uses of funds include disbursements to fund investment purchases, loan originations, payments of interest on deposits, and payments to meet the operating expenses of the Company. During the first nine months of 1996, deposits increased by $25.7 million from $543.3 million at December 31, 1995 to $569.1 million at September 30, 1996. Dime is a member of the Federal Home Loan Bank of Boston ("FHLBB") and as a member may borrow from the FHLBB to secure additional funds. At September 30, 1996, FHLBB borrowings totalled $58.0 million, unchanged from December 31, 1995 and September 30, 1995. No increase in the level of borrowings outstanding is anticipated. When deposit growth cannot meet increased loan demand or liquidity requirements, funds may be derived from the FHLBB or from other alternative funding sources. Please see page 10 under the caption "FHLBB ADVANCES" for a schedule of borrowings. The Company's primary source of funds is in the form of dividends received from its subsidiary, Dime. Therefore, the liquidity and capital resources of the Company are largely dependent upon the liquidity, profitability, and capital position of its subsidiary, and the ability of the subsidiary to declare and pay dividends under applicable laws and regulatory authorities. The Company must comply with the capital ratio requirements set by the Board of Governors of the Federal Reserve while Dime must comply with the capital ratio requirements set by the FDIC. At September 30, 1996 the Tier 1 leverage capital ratio of Dime was 8.39%. On October 16, 1996 the Board of Directors declared a regular quarterly dividend payment of $0.08 per share payable on November 20, 1996. The following table presents the Company's risk-based and leverage capital ratios: September 30, --------------- Required 1996 1995 -------------------------- Tier I risk-based capital 4.0% 17.62% 13.58% Total risk-based capital 8.0% 18.90% 14.87% Leverage capital 4.0% 8.41% 7.24% COMPARATIVE ANALYSIS The following table sets forth the dollar increases (decreases) in the components of the Company's consolidated statements of operations during the periods indicated and is followed by management's discussion of the various changes. Three months ended Nine months ended September 30, 1996 September 30, 1996 compared with compared with September 30, 1995 September 30, 1995 ---------------------------------------- Interest income $611 $3,018 Interest expense 606 2,648 ---------------------------------------- Net interest income 5 370 Provision for loan losses (950) (4,950) "Investment securities gains, net (32) (95) Other operating income 24 (43) Other operating expenses (90) (2,475) ---------------------------------------- Income before income taxes 1,037 7,657 Income tax expense (12) 1,954 ---------------------------------------- Net income $1,049 $5,703 ======================================== Quarter and Nine Months Ended September 30, 1996 Compared to Quarter and Nine Months Ended September 30, 1995 General. Net income for the quarter ended September 30, 1996, was $3.2 million or $0.62 per share, compared with net income of $2.1 million or $0.42 per share for the same period in 1995. Net income for the nine months ended September 30, 1996 totalled $9.1 million or $1.79 per share compared with net income of $3.4 million or $0.67 per share for the first nine months of 1995. The change in net income was influenced primarily by a decrease in the provision for loan losses and a decrease in operating expenses. Interest Income. Interest income for the quarter ended September 30, 1996 totalled $12.6 million representing an average yield on interest earning assets of 7.49% and totalled $38.3 million for the nine months ended September 30, 1996 representing an average yield on interest earning assets of 7.72%. Interest income for the quarter ended September 30, 1995 totalled $12.0 million and represented an average yield on interest earning assets of 7.81% and totalled $35.3 million for the nine months ended September 30, 1995 and represented an average yield on interest earning assets of 7.69%. Interest Expense. Interest expense totalled $6.3 million for the quarter ended September 30, 1996 representing an average cost of funds of 4.29% and totalled $18.7 million for the nine months ended September 30, 1996 representing an average cost of funds of 4.32%. Total interest expense for the quarter ended September 30, 1995 was $5.7 million which represented an average cost of funds of 4.20% and totalled $16.1 million for the first nine months of 1995 which represented an average cost of funds of 3.96%. Net Interest Income. Net interest income totalled $6.3 million for the quarter ended September 30, 1996 compared with $6.3 million for the quarter ended September 30, 1995. Net interest income totalled $19.6 million for the first nine months of 1996 compared with $19.2 million for the first nine months of 1995. The net interest rate spread for the quarter ended September 30, 1996 was 3.20% compared with 3.61% for the quarter ended September 30, 1995. The net interest rate spread for the nine months ended September 30, 1996 was 3.40% compared with 3.73% for the same period of 1995. The net interest margin was 3.76% for the third quarter of 1996 compared with a net interest margin of 4.11% for the third quarter of 1995. The net interest margin was 3.94% for the first nine months of 1996 compared with a net interest margin of 4.18% for the nine months ended September 30, 1995. The following table summarizes the yields for the major components of net interest income for the periods presented: Comparative Interest Spread Table For the quarters and nine months ended Quarter Quarter YTD YTD 9/30/96 9/30/95 9/30/96 9/30/95 ------------------------------------- Interest Earning Assets: Loans 8.01% 8.17% 8.37% 8.07% Investment Securities 6.72% 6.61% 6.57% 6.18% Federal Funds Sold 5.26% 5.23% 5.23% 5.44% Yield on Interest Earning Assets 7.49% 7.81% 7.72% 7.69% Interest Bearing Liabilities: Deposits 4.03% 3.84% 4.03% 3.57% Borrowings 6.63% 7.11% 6.83% 7.11% Cost of Interest Bearing Liabilities 4.29% 4.20% 4.32% 3.96% Net Interest Rate Spread 3.20% 3.61% 3.40% 3.73% Net Interest Margin 3.76% 4.11% 3.94% 4.18% Provision for Loan Losses. The provision to the allowance for loan losses for the quarter ended September 30, 1996 totalled $450,000 compared with a provision of $1.4 million for the third quarter of 1995. The provision to the allowance for loan losses for the first nine months of 1996 totalled $1.8 million compared with a provision of $6.7 million for the nine months ended September 30, 1995. Investment Securities Gains (Losses), Net. The Company recorded $32,000 of net realized investment security gains during the quarter ended September 30, 1996 compared with net realized security gains of $64,000 booked during the year earlier period. During the first nine months of 1996, the Company recorded net realized security gains of $203,000 compared with net realized security gains of $298,000 recorded during the first nine months of 1995. Other Operating Income. Other operating income totalled $552,000 for the third quarter of 1996 compared with $528,000 in the third quarter of 1995 and totalled $1.5 million for the first nine months of 1996 compared with $1.6 million for the first nine months of 1995. The following table comparatively summarizes the categories of other operating income: OTHER OPERATING INCOME: Quarter Quarter YTD YTD (Dollars in thousands) 9/30/96 9/30/95 9/30/96 9/30/95 ------------------------------------- Deposit account fees $421 $404 $1,210 $1,186 Customer service fees 39 39 105 109 Fees from savings bank life insurance sales 31 33 126 121 Loan and loan servicing fees 11 1 35 36 Other fees 50 51 67 134 ----------------------------------- Total Other Operating Income $552 $528 $1,543 $1,586 =================================== Other Operating Expenses. Total operating expenses were $3.3 million for the third quarter of 1996 compared with total operating expenses of $3.3 million for the third quarter of 1995. Total operating expenses for the nine month period ended September 30, 1996 were $10.6 million compared with $13.0 million for the nine month period ended September 30, 1995. The following table comparatively illustrates the categories of operating expenses: OPERATING EXPENSES: Quarter Quarter YTD YTD (Dollars in thousands) 9/30/96 9/30/95 9/30/96 9/30/95 ------------------------------------ Salaries and Benefits $1,628 $1,796 $ 5,036 $ 6,071 Professional Services 574 513 1,668 1,780 Occupancy and Equipment 534 767 2,147 2,300 FDIC Assessment 1 52 79 808 Net Cost (Gain) of OREO operations 67 (256) (223) (432) "Restructure Expense, net --- --- 340 947 Other Operating Expenses 455 477 1,504 1,552 ------------------------------------ Total Operating Expenses $3,259 $3,349 $10,551 $13,026 ==================================== DIME FINANCIAL CORPORATION AND SUBSIDIARY PART II OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K a. The following exhibits are included in this report: Exhibit No. Description 11. Statement of Computation of Per Share Earnings Incorporated by reference to note 2 to Consolidated Financial Statements for the quarters ended September 30, 1996 and 1995. (See pages 6-10 for notes to Consolidated Financial Statements.) 19. Report furnished to the Company's shareholders for the quarter ended September 30, 1996. b. No report on form 8-K has been filed by the registrant with the Securities and Exchange Commission during the quarter ended September 30, 1996. 27. Financial Data Schedule DIME FINANCIAL CORPORATION AND SUBSIDIARY Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIME FINANCIAL CORPORATION Date: November 12, 1996 /s/ Richard H. Dionne Richard H. Dionne President & Chief Executive Officer Date: November 12, 1996 /s/ Albert E. Fiacre, Jr. Albert E. Fiacre, Jr. Senior Vice President and Chief Financial Officer Date: November 12, 1996 /s/ Robert P. Simon Robert P. Simon Vice President & Comptroller EXHIBIT INDEX Exhibit No. Description Page 11. Statement of Computation of Per Share Earnings Incorporated by reference to note 2 to Consolidated Financial Statements for the quarters ended September 30, 1996 and 1995. (See pages 6-10 for Notes to Consolidated Financial Statements.) 19. Report furnished to the Company's shareholders for the quarter ended September 30, 1996. 27. Financial Data Schedule