Page
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REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1-2
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FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007 AND FOR THE YEAR ENDED DECEMBER 31, 2008:
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Statements of Net Assets Available for Plan Benefits
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3
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Statement of Changes in Net Assets Available for Plan Benefits
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4
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Notes to Financial Statements
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5-10
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SUPPLEMENTAL SCHEDULE:
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Schedule H , Line 4i - Schedule of Assets (Held At End Of Year)as of December 31, 2008
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11
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SIGNATURES
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12
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/s/ Deloitte & Touche LLP
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New York, New York
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As of December 31, 2009
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As of December 31, 2008
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||||||
Allocated
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Unallocated
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Total
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Allocated
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Unallocated
|
Total
|
||
ASSETS:
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|||||||
Cash equivalents
|
$10
|
$-
|
$10
|
$6,433
|
-
|
$6,433
|
|
Non-participant directed investments, at fair value
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|||||||
Federated Prime Value Obligations Fund
|
$99,915
|
-
|
$99,915
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90,337
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-
|
90,337
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|
Dime Community Bancshares, Inc. common stock
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23,901,524
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$14,668,041
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38,569,565
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26,562,175
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$17,670,739
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44,232,914
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|
Sub-total
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24,001,439
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14,668,041
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38,669,480
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26,658,945
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17,670,739
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44,329,684
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TOTAL ASSETS
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24,001,449
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14,668,041
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38,669,490
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26,658,945
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17,670,739
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44,329,684
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LIABILITIES:
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|||||||
Borrowing from Dime Community Bancshares, Inc.
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-
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3,994,655
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3,994,655
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-
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4,324,985
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4,324,985
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Other payables
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4,212
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-
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4,212
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-
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-
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-
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TOTAL LIABILITIES
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4,212
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3,994,655
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3,998,867
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-
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4,324,985
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4,324,985
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NET ASSETS AVAILABLE FOR BENEFITS
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$23,997,237
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$10,673,386
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$34,670,623
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$26,658,945
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$13,345,754
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$40,004,699
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Allocated
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Unallocated
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Total
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ADDITIONS:
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|||||
Interest and dividend income
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$1,110,033
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$743,482
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$1,853,515
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Net depreciation in the fair value of Dime Community Bancshares, Inc. common stock
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(3,221,022)
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(2,061,114)
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(5,282,136)
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Net investment loss
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(2,110,989)
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(1,317,632)
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(3,428,621)
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Contributions from Dime Savings Bank of Williamsburgh - net
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-
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427,026
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427,026
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Other non-cash contributions (Note 7)
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-
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208,357
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208,357
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Total additions (reductions)
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(2,110,989)
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(682,249)
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(2,793,238)
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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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329,330
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329,330
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Benefit payments, net
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1,467,477
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744,031
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2,211,508
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Total deductions
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1,467,477
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1,073,361
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2,540,838
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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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916,758
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(916,758)
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-
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Total transfers
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916,758
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(916,758)
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-
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DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS
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|||||
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(2,661,708)
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(2,672,368)
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(5,334,076)
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NET ASSETS AVAILABLE FOR BENEFITS
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|||||
Beginning of year
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26,658,945
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13,345,754
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40,004,699
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|||||
End of year
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$23,997,237
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$10,673,386
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$34,670,623
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1.
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SUMMARY DESCRIPTION OF PLAN
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a.
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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.
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The ESOP is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (the “Code”), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Since February 2009, Pentegra Asset Management ("Pentegra") has served as trustee for the ESOP. From September 2002 through January 2009, RS Group Trust Company served as the trustee for the ESOP. Pentegra acquired RS Group Trust Company on August 18, 2008.
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In order to purchase the shares of the Company’s common stock, the ESOP obtained a borrowing from the Company of $11,638,000, which originally was to be repaid over a ten-year period at a fixed interest rate of 8.0%. Effective July 1, 2000, the maturity of the ESOP loan was extended from June 2006 to December 2025, with the continued option of prepayment. Repayments of the borrowing are made from fully deductible contributions from the Bank to the ESOP. As the ESOP makes each payment of principal and interest on the borrowing, an appropriate percentage of stock will be allocated to eligible participants accounts in accordance with applicable regulations under the Code. The required principal repayments of the loan for the next five years and thereafter is as follows: 2010 – $131,731; 2011 – $142,270; 2012 – $153,651; 2013 – $165,943; 2014 – $179,219; and thereafter $3,221,841.
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The borrowing is collateralized by the unallocated shares of the Company's stock held by the ESOP. The Company, as lender, has no rights against shares once they are allocated under the ESOP. Accordingly, the financial statements of the ESOP for the years ended December 31, 2009 and 2008, present separately the assets and liabilities and changes therein pertaining to:
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b.
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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.
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c.
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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.
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d.
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Vesting - The balance credited to each participant’s account shall become vested in accordance with the following schedule:
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Number of Years Of Service
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Vested Percentage
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Less than 2 years
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0%
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Less than 3 years
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25
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Less than 4 years
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50
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Less than 5 years
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75
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5 or more years
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100
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Under the provisions of the ESOP, participants were granted credit, for purposes of vesting, for years of service at the Company or any of its direct or indirect subsidiaries prior to the establishment of the ESOP. Any previously unvested portion shall become fully vested to participants upon attainment of age 65, or, if earlier, upon the termination of his or her participation by reason of death, disability, retirement or upon occurrence of change in control of the Company or the Bank.
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e.
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Investments - As of December 31, 2009 and 2008, the ESOP’s investments consists of the investment in common stock of the Company and the investment of cash balances in a short-term investment funds 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.
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f.
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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 immediately preceding calendar 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.
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Released shares allocated to participant accounts totaled 78,155 during the year ended December 31, 2009.
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Each participant’s account reflects an allocation of the Bank’s contributions and ESOP earnings.
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Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the ESOP trustee prior to the time that such rights are to be exercised. The ESOP trustee is permitted, upon grant of authority by the Plan Administrator, to vote shares for which instructions have not been given by a participant within the stated time period. Such vote is made in direct proportion to the votes received from participants.
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g.
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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.
There were 1,993 shares forfeited during the year ended December 31, 2009. These forfeitures were utilized to reduce the employer contribution (which was the annual repayment of principal on the outstanding loan in accordance with the loan amortization schedule) in each respective year.
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h.
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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. These benefit distributions are made in the form of a cash payment. Otherwise, no benefit distributions from the ESOP are made until a participant retires, dies (in which case, payment are made to his or her beneficiary or, if none, his or her legal representatives), or otherwise terminates employment with the Company or the Bank and its subsidiaries.
On termination of services due to death, disability, retirement or other reason, a participant may elect to receive either lump-sum or installment payment amounts equal to the value of the participant's vested interest in his or her account. This distribution is made by means of cash and/or stock payments.
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i.
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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.
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j.
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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.
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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a.
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Basis of Accounting - The accompanying financial statements have been prepared under the accrual basis of accounting.
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b.
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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 Prime Value 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, 2009, cash dividends totaling $1,853,515 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 Plan Benefits. All dividends on unallocated shares and shares allocated to each participant are distributed to participants in the ESOP no later than the close of the calendar quarter in which such dividends are received by the ESOP.
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c.
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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.
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d.
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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, liquidity and overall market volatility. Due to the level of risk associated with investment securities, it is reasonably possible that changes in the value of investment securities will occur in the near term and that such changes would materially affect the amounts reported in the financial statements.
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e.
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Administrative Expenses - Administrative expenses are paid by the Company as provided in the ESOP.
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f.
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Fair Value of Investments - Dime Community Bancshares, Inc. common stock and the Federated Prime Value 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 $11.73 as of December 31, 2009 and $13.30 as of December 31, 2008. The closing price of the Federated Prime Value Obligations Fund was $1.00 at both December 31, 2009 and 2008.
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g.
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Recent Accounting Pronouncements - In June 2009, the FASB replaced the hierarchy of Generally Accepted Accounting Principles, with the FASB Accounting Standards Codification™ (the "Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification was effective for financial statements issued for periods ending after September 15, 2009.
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3.
|
FAIR VALUE MEASUREMENTS
|
At December 31, 2009
|
|||||
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 Prime Value Obligations Fund
|
$99,915
|
-
|
-
|
$99,915
|
|
Dime Community Bancshares, Inc. common stock
|
38,569,565
|
-
|
-
|
38,569,565
|
(1)
|
Please refer to footnotes 2(f) for a discussion of the valuation methods utilized for these investments.
|
At December 31, 2008
|
|||||
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 Prime Value Obligations Fund
|
$90,337
|
-
|
-
|
$90,337
|
|
Dime Community Bancshares, Inc. common stock
|
44,232,914
|
-
|
-
|
44,232,914
|
(1)
|
Please refer to footnotes 2(f) for a discussion of the valuation methods utilized for these investments.
|
4.
|
FEDERAL INCOME TAX STATUS
|
5.
|
EXEMPT PARTY-IN-INTEREST TRANSACTIONS
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6.
|
INVESTMENTS
|
December 31, 2009
|
December 31, 2008
|
||||||
Allocated
|
Unallocated
|
Allocated
|
Unallocated
|
||||
Shares of Dime Community Bancshares, Inc. Common Stock:
|
|||||||
Number of shares
|
2,037,641
|
1,250,472
|
1,997,156
|
1,328,627
|
|||
Cost
|
$6,429,097
|
$3,733,357
|
$5,995,130
|
$3,966,693
|
|||
Market Value
|
$23,901,524
|
$14,668,041
|
$26,562,175
|
$17,670,739
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||
Parties
|
Description
|
||||||
in
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Identity of
|
Of
|
|||||
Interest
|
Issuer
|
Investment
|
Cost
|
Current Value
|
|||
* |
Dime Community Bancshares, Inc.
|
Shares of common stock
|
$10,162,454
|
$38,569,565
|
|||
Federated Investors
|
Prime Value Obligations Fund
|
99,915
|
99,915
|
||||
Total
|
$10,262,369
|
$38,669,480
|