Letterhead of Dime Community Bancorp
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NOTICE OF 2006 ANNUAL SHAREHOLDERS MEETING AND 2005 ANNUAL REPORT TO SHAREHOLDERS CORPORATE HEADQUARTERS DIRECTORS Dime Community Bancshares, Inc. Vincent F. Palagiano 209 Havemeyer Street Chairman of the Board and Chief Executive officer Brooklyn, NY 11211 Michael P. Devine President and Chief Operating Officer INVESTOR RELATIONS Written inquiry regarding Dime Community Kenneth J. Mahon Bancshares, Inc. should be directed to: Executive Vice President and Chief Financial Officer Kenneth Ceonzo Anthony Bergamo Dime Community Bancshares, Inc. Vice Chairman of MB Real Estate 209 Havemeyer Street George L. Clark, Jr. Brooklyn, NY 11211 President of George L. Clark, Inc. Realtors (718) 782-6200 Steven D. Cohn VISIT US ON THE WEB Managing Partner at Goldberg & Cohn LLP www.dimedirect.com Patrick E. Curtin Senior Partner at Conway Farrell Curtin & Kelly, P.C. DIRECT STOCK PURCHASE PLAN Joseph H. Farrell The Dime Community Bancshares, Inc. Direct Investment Chairman of Conway Farrell Curtin & Kelly, P.C. Program offers a convenient way to purchase or sell shares of the Company's common stock. Please visit our website in order Fred P. Fehrenbach to enroll in the plan or contact our Investor Relations department President of Consolidated Brokerage Corp. and Shell Realty Corp. in writing or by telephone in order to obtain enrollment John J. Flynn information. Self-employed real estate mortgage broker and consultant TRANSFER AGENT AND REGISTRAR Stanley Meisels Inquiries regarding stockholder administration and services Stockbroker with Ryan Beck & Co. and President of should be directed to: Small Business Electronics Investment Corp. Joseph J. Perry Mellon Investor Services Partner at Marcum & Kliegman LLP Newport Office Center VII 480 Washington Boulevard Louis V. Varone Jersey City, NJ 07310 Self-employed real estate mortgeage broker 1-800-851-9677 EXECUTIVE OFFICERS INDEPENDENT AUDITORS Vincent F. Palagiano Deloitte & Touche LLP Chairman of the Board and Chief Executive officer 2 World Financial Center Michael P. Devine New York, NY 10281 President and Chief Operating Officer GENERAL COUNSEL Kenneth J. Mahon Conway Farrell Curtin & Kelly, P.C. Executive Vice President and Chief Financial Officer 63 Wall Street New York, NY 10005-3001 Christopher J. Maher* Executive Vice President and Director of Retail Banking SPECIAL COUNSEL Timothy B. King Thacher Proffitt & Wood Senior Vice President and Chief Investment Officer 2 World Financial Center New York, NY 10281 Michael Pucella Senior Vice President and Chief Accounting Officer * Executive officer of The Dime Savings Bank of Williamsburgh. April 10, 2006 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Dime Community Bancshares, Inc. (the "Company"), which will be held on May 18, 2006 at 10:00 a.m. Eastern Time, at Giando on the Water, 400 Kent Avenue, Brooklyn, New York 11211. The attached Notice of the Annual Meeting of Shareholders and Proxy Statement describe the business to be transacted at the Annual Meeting. The Company's Directors and officers, as well as a representative of Deloitte & Touche LLP, the accounting firm appointed by the Audit Committee of the Board of Directors to be the Company's independent auditors for the year ending December 31, 2006, will be present at the Annual Meeting. The Company's Board of Directors has determined that an affirmative vote on each matter to be considered at the Annual Meeting is in the best interests of the Company and its shareholders and unanimously recommends a vote "FOR" each of these matters. Please complete, sign and return the enclosed proxy card promptly, whether or not you plan to attend the Annual Meeting. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person at the Annual Meeting, but will assure that your vote is counted if you are unable to attend. If you are a shareholder whose shares are not registered in your own name, you will need additional documentation from your record holder to attend and to vote personally at the Annual Meeting. Examples of such documentation include a broker's statement, letter or other document confirming your ownership of the Company's shares. On behalf of our Board of Directors and employees, we thank you for your continued support and hope to see you at the Annual Meeting. Sincerely yours, Vincent F. Palagiano Chairman of the Board and Chief Executive Officer DEAR SHAREHOLDERS: Dime Community Bancshares, Inc., is fast approaching its 10th anniversary as a public company, which will occur on June 26, 2006. It has been an exciting time during which the Company has experienced two acquisitions, three stock splits, a 950% increase in the quarterly cash dividend, and more recently, the lowest interest rates since the 1950’s. But Dime remains a company steeped in the community banking tradition, a tradition founded here in the Brooklyn community of Williamsburg in the 19th Century. Since our founding in April 1864, many New York institutions have come and gone. You might well remember some of the names: The Bowery Savings Bank, Greenwich Savings Bank, Williamsburgh Savings Vincent F. Palagiano Bank, The Lincoln Savings Bank, The Greater New York Savings Bank. Chairman of the Board and CEO Those banks may be gone, but their mission is not: the mission of helping New Yorkers to save and to borrow. Today, your Dime continues to be a financial mainstay in the New York communities it serves. 2005 in Review Earnings per share for 2005 were $1.02, a drop of 26 cents from 2004 EPS of $1.28. Seventeen of the twenty-six cents decline was due to two items. First was a nine-cent restructuring charge incurred in the second quarter when the Company sold $276 million of securities in May 2005 to raise cash, increase liquidity and reduce interest rate risk. Second, there was a large decline in prepayment fee income from the prior year. In 2004, the Company earned $9.8 million of prepayment fee income compared to only $5 million in 2005. That represents an eight-cent loss in per share earnings. Prepayment income has varied widely from year to year depending on interest rate conditions. The remaining decline in earnings was due to the rising cost of deposits. Despite lower fee income and higher short-term rates, the Company’s net interest margin, return on assets and return on equity remain healthy. Net interest margin, for example, only decreased by 22 basis points between December 2004 and December 2005, from 3.00% to 2.78%, respectively, while at the same time the short-term Fed Funds rate rose by 200 basis points. Return on assets was 1.11% for 2005; return on reported equity was 12.65%, and cash return on tangible equity was 16.10%. Cash return on tangible equity is a very important financial ratio for shareholders to watch because it represents the amount of newly created capital that can be used to pay dividends, repurchase shares, or support balance sheet growth. Also in 2005, the Bank originated $574 million of new real estate loans at an average rate of 5.77%. It is welcome news that new loans continue to be added to the portfolio at rates above the embedded portfolio rate of 5.6%. This is a trend we anticipate will continue throughout 2006. Included in total originations, the Bank also loaned over $193 million on commercial properties last year at an average rate of 5.8% and an average loan size of $1.8 million dollars. The average loan-to-value ratio on all commercial loans originated last year was 61%. The commercial real estate loan portfolio grew at a rate of 36% in 2005, and now represents 22% of the total portfolio. We expect to see a similar pattern of growth in 2006. We take a great deal of pride in the credit performance of our loan portfolio, and I think it speaks well of the care and caution that we use when underwriting loans. By way of illustration, Dime originated over $2.6 billion of loans in the past three years alone, and yet at year-end, nonperforming loans represented just 4 basis points on loans, and 3 basis points on assets. This is one of the lowest rates nationwide in the banking industry among bank real estate lenders. As an approved Fannie Mae multifamily seller/servicer, the Bank also sold $89 million of loans to the agency at an average rate of 5½% and average term to repricing of almost 14 years. These are loans the Bank would not have otherwise have made for its customers because of the long duration of their maturities. That is one of the benefits of our relationship with Fannie Mae. Turning to deposits, the Bank experienced deposit outflows of about $295 million last year. Rate competition for deposits was more intense than we expected, and we expected plenty. Because we did not bid aggressively on deposit rates, the proportion of promotional rate accounts in our depositor base fell from 29% of deposits to 23% of deposits. That alone represents more than half of last year’s deposit outflows. As a result, although our cost of deposits rose by 57 basis points year-over-year to 2.2%, it could have been much higher. The $276 million of liquidity raised in May from security sales helped fund the deposit outflows throughout the year. Because the Company did not inflate its volume of low-yielding mortgage assets by increasing originations last year, Total Capital, as a percent of assets, continued to grow. This is to the long-term benefit of our shareholders, because the Company will have the capital available to leverage its growth, when market conditions are more favorable for growth.