Page
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1
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FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEAR ENDED DECEMBER 31, 2015:
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||
2
|
||
3
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||
4-9
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||
SUPPLEMENTAL SCHEDULES:
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11
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12
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|
Crowe Horwath LLP
Independent Member Crowe Horwath International
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|
Crowe Horwath LLP
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As of December 31, 2015
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As of December 31, 2014
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|||||||||||||||||||||||
Allocated
|
Unallocated
|
Total
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Allocated
|
Unallocated
|
Total
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|||||||||||||||||||
ASSETS:
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||||||||||||||||||||||||
Non-participant directed investments, at fair value
|
||||||||||||||||||||||||
Federated Government Obligations Fund
|
$
|
76,247
|
$
|
-
|
$
|
76,247
|
$
|
90,698
|
$
|
-
|
$
|
90,698
|
||||||||||||
Dime Community Bancshares, Inc. common stock
|
36,379,935
|
13,669,169
|
50,049,104
|
36,537,269
|
13,995,867
|
50,533,136
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||||||||||||||||||
TOTAL ASSETS
|
36,456,182
|
13,669,169
|
50,125,351
|
36,627,967
|
13,995,867
|
50,623,834
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||||||||||||||||||
LIABILITIES:
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||||||||||||||||||||||||
Borrowing from Dime Community Bancshares, Inc.
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-
|
3,028,284
|
3,028,284
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-
|
3,221,840
|
3,221,840
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||||||||||||||||||
TOTAL LIABILITIES
|
-
|
3,028,284
|
3,028,284
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-
|
3,221,840
|
3,221,840
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||||||||||||||||||
NET ASSETS AVAILABLE FOR BENEFITS
|
$
|
36,456,182
|
$
|
10,640,885
|
$
|
47,097,067
|
$
|
36,627,967
|
$
|
10,774,027
|
$
|
47,401,994
|
Allocated
|
Unallocated
|
Total
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||||||||||
CONTRIBUTIONS AND INVESMENT ACTIVITY:
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||||||||||||
Interest and dividend income
|
$
|
1,184,939
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$
|
481,430
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$
|
1,666,369
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||||||
Net appreciation in the fair value of Dime Community Bancshares, Inc. common stock
|
2,567,271
|
1,040,233
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3,607,504
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|||||||||
Contributions from Dime Savings Bank of Williamsburgh - net
|
‑
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418,644
|
418,644
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|||||||||
Total contributions and investment activity
|
3,752,210
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1,940,307
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5,692,517
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|||||||||
DEDUCTIONS:
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||||||||||||
Interest expense on borrowings from Dime Community Bancshares, Inc.
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‑
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257,747
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257,747
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|||||||||
Benefit payments
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5,290,926
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448,771
|
5,739,697
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|||||||||
Total deductions
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5,290,926
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706,518
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5,997,444
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|||||||||
TRANSFERS:
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||||||||||||
Allocation of 78,155 shares of Dime Community Bancshares, Inc. common stock at fair value
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1,366,931
|
(1,366,931
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)
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‑
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||||||||
Total transfers
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1,366,931
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(1,366,931
|
)
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‑
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||||||||
DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS
|
(171,785
|
)
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(133,142
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)
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(304,927
|
)
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||||||
NET ASSETS AVAILABLE FOR BENEFITS
|
||||||||||||
Beginning of year
|
36,627,967
|
10,774,027
|
47,401,994
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|||||||||
End of year
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$
|
36,456,182
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$
|
10,640,885
|
$
|
47,097,067
|
1. | SUMMARY DESCRIPTION OF PLAN |
a. | General - The ESOP was adopted by the Board of Directors of the Dime Savings Bank of Williamsburgh (the “Bank”) on February 8, 1996, with an effective date of July 1, 1995. Dime Community Bancshares, Inc. (the "Company") acts as the Plan Sponsor for the ESOP, and members of management of the Company or its direct subsidiaries serve as Plan Administrator for the ESOP. The Employee Benefits Committee, comprised of members of both the Company's Board of Directors and management, oversees the operation and administration of the ESOP. |
(1) | the accounts of employees with vested rights in allocated stock (Allocated) and |
(2) | stock not yet allocated to employees (Unallocated). |
b. | Eligibility and Participation - Eligible employees, defined as salaried, common law employees of the Company or the Bank and its subsidiaries, who have completed a period of service of at least one year, automatically become eligible participants of the ESOP. An employee is not an eligible employee if he or she is compensated principally on an hourly, daily, commission fee or retainer basis, or has waived any claim to membership in the ESOP. |
c. | Contributions - The Company or the Bank shall contribute to the ESOP an amount that, at minimum, shall serve to finance the ESOP’s obligation under its outstanding borrowing from the Company. The Company or the Bank may contribute additional amounts, if designated by the Compensation Committee, to the ESOP, which shall be applied as a prepayment of principal or interest for the outstanding borrowing from the Company. Any additional contributions approved by the Employee Benefits Committee shall be treated as an ESOP contribution and shall be allocated among the accounts of eligible participants in accordance with a pre-established formula. Participant contributions are not permitted. |
d. | Vesting - The balance credited to each participant’s account shall become vested in accordance with the following schedule: |
Number of Years Of Service
|
Vested Percentage
|
|
Less than 2 years
|
0%
|
|
Less than 3 years
|
25
|
|
Less than 4 years
|
50
|
|
Less than 5 years
|
75
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|
5 or more years
|
100
|
e. | Investments - As of December 31, 2015 and 2014, the ESOP’s investments consist of the investment in common stock of the Company and the investment of cash balances in a short-term investment fund administered by the ESOP trustee. The ESOP is permitted to invest in any of the following: (i) shares of the Company's common stock; (ii) such Investment Funds as may be established from time to time by the Employee Benefits Committee; and (iii) such other investments as may be permitted under the ESOP trust agreement. The terms of the ESOP trust agreement permits investment in any commingled or group trust fund, or common trust fund that is exempt from taxes under Section 501(a) of the Code. |
f. | Allocation of Shares to Participant Accounts - As of the last day of each plan year during which a borrowing is outstanding, a portion of the financed shares purchased with the proceeds of the borrowing shall be released in accordance with a predetermined formula. The released shares are allocated to eligible participant accounts in the proportion that each such eligible participant’s compensation, as measured under the terms of the ESOP, for the portion of the plan year during which he or she was a participant, bears to the aggregate compensation of all eligible participants, as measured under the terms of the ESOP. |
g. | Forfeitures - Upon the termination of employment of a participant or former participant for reason other than death, disability, or retirement, that portion of the balance credited to his or her account which is not vested at the date of termination shall be forfeited as of the last Valuation Date, defined as the last business day of March, June, September or December. The proceeds of such forfeitures shall be treated as loan repayments and ESOP contributions as designated by the Employee Benefits Committee. |
h. | Benefit Payments - Effective July 1, 2000, cash dividends received on allocated and unallocated holdings of Dime Community Bancshares, Inc. common stock are distributed quarterly to all ESOP participants. From July 2000 through July 2015 these benefit distributions are made solely in the form of a cash payment. In accordance with an amendment effective for cash dividend payments on or after August 1, 2015, participants can either elect to receive quarterly cash dividends in cash or reinvest the dividend proceeds into additional allocated shares. During the year ended December 31, 2015, 15,123 shares were purchased as a result of the participant reinvestment election. |
i. | ESOP Termination - Although it has not expressed any intention to do so, the Company reserves the right to terminate the ESOP at any time, subject to the provisions of ERISA. Upon such termination of the ESOP, the interest of each participant in the ESOP will be distributed to such participant or his or her beneficiary at the time prescribed by the ESOP provisions and the Code. Upon termination of the ESOP, the Compensation Committee shall direct the ESOP trustee to pay all liabilities and expenses of the trust fund and to sell the shares of financed stock held in the loan suspense account to the extent it determines such sale to be necessary in order to repay the borrowing. |
j. | Diversification – Participants who are at least age 55 with at least 10 years of participation in the Plan may elect to diversify a portion of their account. Diversification is offered to each eligible participant, subject to certain percentage limitations. Participants who elect to diversify can receive cash distributions or transfer the amount to The Dime Savings Bank of Williamsburgh 401(k) Savings Plan. |
2. | RECENT ACCOUNTING PRONOUNCEMENTS |
3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
a. | Basis of Accounting - The accompanying financial statements have been prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. |
b. | Investment Transactions and Income Recognition - Investment transactions are accounted for on a trade-date basis. Net investment income consists of gains and losses realized from the sales of investments, the net change in the unrealized appreciation or depreciation on investments, and interest and dividends earned. Realized gains and losses from securities transactions are recorded on the average cost basis. Interest income on the Federated Government Obligations Fund is recorded on the accrual basis and dividend income on Dime Community Bancshares, Inc. common stock is recorded on the ex-dividend date. During the year ended December 31, 2015, cash dividends totaling $1,666,347 on Dime Community Bancshares, Inc. common stock, were declared by the Company and paid to the ESOP, which was recorded in "Interest and dividend income" in the Statement of Changes in Net Assets Available for Benefits. All dividends on unallocated shares and shares allocated to each participant are distributed to participants in the ESOP no later than 90 days after the close of the plan year in which the dividends are paid to the plan. Participants may elect to receive these dividends in cash or reinvest them in additional shares of common stock. |
c. | Use of Estimates - The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates. |
d. | Risks and Uncertainties - The ESOP has an equity investment concentrated solely in one equity security, which, in general, is exposed to various risks such as interest rate, credit, and liquidity risks and overall market volatility. Due to the level of risk associated with investments, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes would materially affect participants’ account balances and the amounts reported in the financial statements. |
e. | Administrative Expenses - Administrative expenses are paid by the Company as provided in the ESOP. |
f. | Fair Value of Investments - Dime Community Bancshares, Inc. common stock and the Federated Government Obligations Fund are valued at fair value based upon quoted market prices from a nationally recognized securities exchange. The closing price of Dime Community Bancshares, Inc. common stock was $17.49 and $16.28 as of December 31, 2015 and 2014, respectively. The closing price of the Federated Government Obligations Fund was $1.00 at both December 31, 2015 and 2014. |
g. | Fair Value of Long-Term Debt: The fair value of the Plan's long-term debt is estimated based on the current rates available to the Plan for debt of the same remaining maturities. As of December 31, 2015, the estimated fair value and carrying value of the Plan's long-term debt was $3,818,432 and $3,028,284, respectively. As of December 31, 2014, the estimated fair value and carrying value of the Plan's long-term debt was $4,184,900 and $3,221,840, respectively. The fair value of the Plan’s long-term debt is measured by the discounted anticipated cash flows through contractual maturity or next interest repricing date (deemed a Level 2 valuation). There were no changes in this methodology from December 31, 2014 to December 31, 2015. |
4. | FAIR VALUE MEASUREMENTS |
At December 31, 2015
Fair Value Measurements Using (1)
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Description
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Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
||||||||||
Federated Government Obligations Fund
|
$
|
76,247
|
‑
|
‑
|
$
|
76,247
|
||||||||
Dime Community Bancshares, Inc. common stock
|
50,049,104
|
‑
|
‑
|
50,049,104
|
(1)
|
Please refer to footnotes 3(f) for a discussion of the valuation methods utilized for these investments.
|
At December 31, 2014
Fair Value Measurements Using (1)
|
||||||||||||||
Description
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
||||||||||
Federated Government Obligations Fund
|
$
|
90,698
|
‑
|
‑
|
$
|
90,698
|
||||||||
Dime Community Bancshares, Inc.common stock
|
50,533,136
|
‑
|
‑
|
50,533,136
|
(1)
|
Please refer to footnotes 3(f) for a discussion of the valuation methods utilized for these investments.
|
5. | FEDERAL INCOME TAX STATUS |
6. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Name of Plan Sponsor:
|
Dime Community Bancshares, Inc.
|
|
Employer Identification Number (EIN):
|
11-3297463
|
|
Three Digit Plan Number (PIN):
|
003
|
(a)
Parties
in
Interest
|
(b)
Identity of
Issuer
|
(c)
Description
Of
Investment
|
(d)
Cost
|
(e)
Current
Value
|
|||||||||||
*
|
Dime Community Bancshares, Inc.
|
Shares of common stock
|
$
|
9,045,950
|
$
|
50,049,104
|
|||||||||
Federated Investors
|
Government Obligations Fund
|
76,247
|
76,247
|
||||||||||||
Total
|
$
|
9,122,197
|
$
|
50,125,351
|
Name of Plan Sponsor:
|
Dime Community Bancshares, Inc.
|
|
Employer Identification Number (EIN):
|
11-3297463
|
|
Three Digit Plan Number (PIN):
|
003
|
(a)
Identity of
Party Involved
|
(b)
Description of asset
(include interest rate
and maturity in
case of a loan)
|
(c)
Purchase
Price
|
(d)
Selling
Price
|
(g)
Cost of
Asset
|
(h)
Current
Value
of Asset on
Transaction
Date
|
(i)
Net gain
or (loss)
|
||||||||||||||||||
Category iii – A series of transactions in excess of 5% of the Plan Assets
|
||||||||||||||||||||||||
Federated Investors
|
Government Obligations Fund
|
$
|
5,082,463
|
$
|
-
|
$
|
5,082,463
|
$
|
5,082,463
|
$
|
-
|
|||||||||||||
Federated Investors
|
Government Obligations Fund
|
-
|
5,096,914
|
5,096,914
|
5,096,914
|
-
|
||||||||||||||||||
Dime Community Bancshares, Inc.
|
Shares of Common Stock
|
265,369
|
-
|
265,369
|
265,369
|
-
|
||||||||||||||||||
Dime Community Bancshares, Inc.
|
Shares of Common Stock
|
-
|
3,428,347
|
804,831
|
3,428,347
|
2,623,516
|
Dated: June 22, 2016
|
/s/ VINCENT F. PALAGIANO
|
Vincent F. Palagiano
|
|
Chairman of the Board and Chief Executive Officer
|
|
Dated: June 22, 2016
|
/s/ MICHAEL PUCELLA
|
Michael Pucella
|
|
Executive Vice President and Chief Accounting Officer
|
|
(Principal Financial Officer)
|