Dime Community Bank KSOP
Financial Statements as of December 31, 2018 and 2017,
and for the Year Ended December 31, 2018,
Supplemental Schedule as of December 31, 2018,
and Report of Independent Registered Public Accounting Firm
DIME COMMUNITY BANK KSOP
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TABLE OF CONTENTS
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Page
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2
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FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEAR ENDED DECEMBER 31, 2018:
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4
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5
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6-11
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SUPPLEMENTAL SCHEDULE:
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12
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Note: All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.
Report of Independent Registered Public Accounting Firm
Plan Participants and Plan Administrator of Dime
Community Bank KSOP and the Employee Benefits Committee and the
Audit Committee of Dime Community Bank
300 Cadman Plaza West, 8th Floor
Brooklyn, New York
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Dime Community Bank KSOP (the "Plan") as of December 31, 2018 and 2017, the related
statement of changes in net assets available for benefits for the year ended December 31, 2018 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018, in conformity with accounting principles generally accepted in
the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we
are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction
with the audit of Dime Community Bank KSOP’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedule
reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion
on the supplemental schedule, we evaluated whether the supplemental schedule including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated in all material respects in relation to the financial statements as a whole.
We have served as the Plan's auditor since 2009.
/s/ Crowe LLP
New York, New York
June 28, 2019
DIME COMMUNITY BANK KSOP
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STATEMENTS OF
NET ASSETS AVAILABLE FOR BENEFITS
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AS OF DECEMBER 31, 2018 AND 2017
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2018
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2017
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Participant directed investments, at fair value:
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Mutual funds
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31,428,600
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31,777,751
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Stable value collective trust
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13,613,196
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13,844,432
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Employer stock
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41,878,963
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56,741,001
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Total investments at fair value
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86,920,759
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102,363,184
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Employer contributions receivable
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1,045,210
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1,659,610
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Participant contributions receivable
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-
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1,429
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Notes receivable from participants
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1,007,938
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908,541
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Other receivables
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11,965
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11,496
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Total receivables
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2,065,113
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2,581,076
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Other liabilities
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805
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18,438
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NET ASSETS AVAILABLE FOR BENEFITS
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$
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88,985,067
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$
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104,925,822
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See notes to financial statements.
DIME COMMUNITY BANK KSOP
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STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR THE YEAR ENDED DECEMBER 31, 2018
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2018
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
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Investment income:
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Interest and dividend income
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$
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2,661,256
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Total investment income
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2,661,256
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Contributions:
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Participant contributions
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2,076,025
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Rollover contributions
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995,578
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Employer contributions
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1,851,064
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Total contributions
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4,922,667
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
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Net depreciation in fair value of investments
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13,099,789
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Benefits paid to participants
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10,242,054
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Administrative expenses
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182,835
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Total deductions
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23,524,678
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DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS
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(15,940,755
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)
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NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning of year
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104,925,822
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End of year
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$
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88,985,067
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See notes to financial statements.
DIME COMMUNITY BANK KSOP
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NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE
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YEAR ENDED DECEMBER 31, 2018
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The following is a brief description of the Dime Community Bank KSOP (the “Plan”). This description of the Plan is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
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a.
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General
– The Plan is a defined contribution plan covering all eligible
employees. The Compensation and Human Resources Committee, comprised of members of the Board of Directors and management of the Dime Community Bank (the "Bank" or "Plan Sponsor"), oversees the operation and administration of the Plan. It
is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Bank is a wholly owned subsidiary of Dime Community Bancshares, Inc. (the “Company”).
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b.
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Eligibility and Participation
– Participation in the Plan is voluntary. Employees shall become eligible if he or she has
completed a period of service of at least one month. An employee is not an eligible employee if he or she is in an excluded class identified in the plan document.
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c.
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Contributions
– Contributions are subject to certain limitations. Employee contributions of up to 100% of compensation,
as defined in the Plan document, are permitted. Employee contributions are subject to IRS contributions limits of $18,500 for elective deferrals and $6,000 for catch-up contributions for the year ended December 31, 2018. The Plan features
3% pre-tax automatic enrollment upon eligibility, unless the employee elects to opt-out, for employees hired on or after January 1, 2017.
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The Plan allows for employer discretionary profit sharing contributions of up to 3% of eligible compensation by the Plan Sponsor. No contributions were made to the Plan for
the year ended December 31, 2018.
The Bank makes a 3% safe harbor employer contribution annually to maintain the Plan’s Safe Harbor status. The annual safe harbor employer contribution is made in the first
quarter of each year based upon the total compensation through December 31
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of the previous year. A contribution of $1,045,210 was made in March 2019, reflecting benefits for the year ended December 31, 2018.
Effective January 1, 2018, the plan was amended to add an employer matching contribution. In 2018, the Plan matched 100% of employee contributions up to 3% of eligible
compensation.
Participants may also contribute amounts representing distributions from other qualified plans.
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d.
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Participant Accounts
– Individual accounts are maintained for each Plan participant. Each participant's account is
credited with the participant's contributions, the Company's or Bank’s contribution and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based upon participant
earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
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e.
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Vesting
– All participants are 100% vested in the value of both participant and safe harbor employer contributions to the
Plan, and any investment income that these investments may earn. Participant contributions, safe harbor employer contributions, and earnings thereon are non-forfeitable.
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Participants vest in both employer discretionary and matching contributions as set forth in the following schedule.
Years of Service
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Less than 2
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0
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%
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Less than 3 but more than 2
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20
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Less than 4 but more than 3
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40
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Less than 5 but more than 4
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60
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Less than 6 but more than 5
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80
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6 or more
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100
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f.
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Investment Options
– Participants direct the investment of both their existing individual account balances and their
contribution amounts into various options offered by the Plan. As of December 31, 2018, there were twenty-two diversified registered mutual fund investment options available in the Plan, employer stock and a stable value fund.
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All investment options are participant directed. Pentegra Asset Management ("Pentegra" or "Trustee") acts as trustee for the Plan.
Transfers between investment alternatives and rollover contributions to the Plan are placed in any of the above investment options in multiples of 1%, at
the election of the participant.
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g.
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Notes Receivable from Participants
– Notes receivable from participants (or
“Participant loans”) are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes
are collateralized by the participants' account balances.
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Participant loans are permitted, subject to current Internal Revenue Service ("IRS") statutes and regulations. Participants may borrow up to 50% of their vested account
balance up to a maximum of $50,000. Participants are permitted a maximum of two loans at any time under the Plan. Interest charged is fixed for the entire term of the loan and is commensurate with the interest rate then being charged in the area of
the Plan Sponsor for loans made under similar circumstances. The maximum loan term for the purchase of a principal residence may not exceed fifteen years and loans for any other reason may not exceed five years. At the time of origination, the
loans are funded through a reduction of benefit balances existing in the recipients’ participant accounts. Loan repayments are made by automatic payroll deductions and are fully applied back into the recipients’ participant benefit accounts.
Participant loans that are delinquent or unpaid at the time of participant termination from the Plan are considered deemed distributions and reclassified as participant distributions based upon the terms of the Plan document.
The following is a reconciliation of activity for notes receivable from participants:
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At or for the
Year Ended
December 31, 2018
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Balance at the beginning of the period
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$
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908,541
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Loans originated
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605,528
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Loan repayments*
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(506,131
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Balance at the end of the period
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$
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1,007,938
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* Total loan repayments included $384,613 of principal repayments, $36,255 of interest, and $157,773 of loan defaults, during the year ended December 31, 2018.
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h.
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Payment of Benefits
– On termination of services due to death, disability, or retirement, or for termination of service
for other reasons, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested balance in his or her account, or annual installments over a period not to exceed the participant’s life
expectancy (or the assumed life expectancy of the participant and his or her beneficiary).
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i.
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Plan Termination
– Although the Bank has not expressed any intent to terminate
the Plan, it has the right to terminate the Plan subject to the provisions of ERISA. In the event of a Plan termination, participant accounts will become fully vested.
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2.
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RECENT ACCOUNTING PRONOUNCEMENTS
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In August 2018, the FASB issued ASU 2018-13 " Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820)" ("ASU 2018-13"), which amended
various disclosure requirements applicable to fair value measurements. ASU 2018-13 eliminates or simplifies various disclosure requirements applicable to plan investments. The ASU is effective for all reporting periods beginning after December 15,
2019, with early adoption permitted for the eliminated or modified disclosure requirements. The Plan early adopted ASU 2018-13 on January 1, 2018, which did not have a material effect on the Plan’s financial statements.
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3.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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The significant accounting policies followed by the Plan are as follows:
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a.
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Basis of Accounting
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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.
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b.
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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 Plan management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
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c.
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Risks and Uncertainties
– The Plan provides for various investment options. Investments, in general, are exposed to
various risks, such as interest rate, credit, and liquidity risks and overall market volatility. Due to the level of risk associated with certain investments, and the sensitivity of certain fair values to changes in the valuation
assumptions, it is reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.
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d.
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Investment Valuation and Income Recognition
– The Plan's investments are stated
at fair value. All mutual fund investments of the Plan are publicly registered and traded on national securities exchanges, and are therefore carried at fair value based on their quoted market prices at the end of the year (level 1
inputs).
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The Plan's Stable Value Collective Trust Fund investment (the "Fund") is measured at Net Asset Value (“NAV”), as reported by the manager of the Fund, and as supported by the
unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The Fund provides for daily redemptions by the Plan participants. Full liquidation of the Fund requires a twelve-month advance
notification. There are no other redemption restrictions, provisions or advance notification requirements.
The employer stock, which is publicly traded, is carried at fair value based upon its quoted market price at the end of the year (level 1 input). At December 31, 2017, the
Plan held 2,708,401 shares of employer stock valued at $20.95, the closing price of Company common stock on December 29, 2017. At December 31, 2018, the Plan held 2,466,370 shares of employer stock valued at $16.98, the closing price of Company
common stock on December 31, 2018.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while
the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair
value measurement at the reporting date.
Net investment loss 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.
Purchases and sales are accounted for on a trade-date basis. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date.
Realized gains and losses from securities transactions are recorded on the average cost basis.
Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately
reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
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e.
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Administrative Expenses
- The Bank will pay the ordinary expenses of the Plan and compensation of the Trustee to the
extent required, except that any expenses directly related to the Plan, such as transfer taxes, brokers’ commissions, registration charges, or administrative expenses of the Trustee, shall be paid from the Plan or from such investment
account to which such expenses directly relate. The Bank may charge participants all or part of the reasonable expenses associated with withdrawals and other distributions, loans or account transfers.
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f.
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Payment of Benefits -
Benefits are recorded when paid.
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4.
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FAIR VALUE MEASUREMENTS
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In accordance with Accounting Standards Codification ("ASC") 820 the Plan classifies its investments into Level 1, which refers to securities valued using
quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; or Level 3, which refers to securities valued based on
significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Assets and liabilities are classified in their entirety based on the lowest level of
input that is significant to the fair value measurement.
The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at
the dates indicated.
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Fair Value Measurements at
December 31, 2018 Using
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Investment Description
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Total
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Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Mutual funds
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$
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31,428,600
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$
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31,428,600
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$
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-
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$
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-
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Stable Value Collective Trust Fund
(1)
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13,613,196
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-
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-
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-
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Employer stock
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41,878,963
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41,878,963
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-
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-
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TOTAL
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$
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86,920,759
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(1)
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Investments measured at fair value using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value
amounts presented in the hierarchy tables for such investments are intended to permit reconciliation of the fair value hierarchy to the investments at fair value line item presented in the statement of net assets available for benefits.
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There were no transfers between Level 1 and Level 2 during 2018.
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Fair Value Measurements at
December 31, 2017 Using
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Investment Description
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Total
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Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
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Significant
Other
Observable
Inputs
(Level 2)
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Significant
Unobservable
Inputs
(Level 3)
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Mutual funds
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$
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31,777,751
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$
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31,777,751
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$
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-
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$
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-
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Stable Value Collective Trust Fund
(1)
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13,844,432
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-
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-
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-
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Employer stock fund
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56,741,001
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56,741,001
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-
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-
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TOTAL
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$
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102,363,184
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(1)
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Investments measured at fair value using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value
amounts presented in the hierarchy tables for such investments are intended to permit reconciliation of the fair value hierarchy to the investments at fair value line item presented in the statement of net assets available for benefits.
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5.
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EXEMPT PARTY-IN-INTEREST TRANSACTIONS
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Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain
others. Certain administrative functions are performed by officers and employees of the Company or the Bank. No such officer or employee receives compensation from the Plan for the administrative functions he or she performs.
At December 31, 2018 and 2017, the Plan held 2,466,370 and 2,708,401 shares, respectively, of common stock of the Company. Dividend income received on these shares of
common stock totaled $1,446,871 during the year ended December 31, 2018.
Notes receivable from participants reflect party-in-interest transactions.
The Plan's payments of administrative expenses for recordkeeping fees to Pentegra Services, Inc. in the amount of $182,835 also qualify as party-in-interest transactions.
Certain administrative fees are paid by the Plan Sponsor. Investment management fees, which are considered party-in-interest transactions, are charged to the Plan as a reduction of investment return and included in the investment income (loss)
reported by the Plan.
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6.
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FEDERAL INCOME TAX STATUS
|
The Internal Revenue Service has determined and informed the Company by a letter dated April 24, 2013 that the Plan complies with applicable sections of the Internal
Revenue Code (the “Code”). Although the Plan has been amended and restated since that date, including providing for the merger of the ESOP with and into the Plan, the Committee believes that the Plan is currently designed and being operated in
compliance with applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan.
The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of
December 31, 2018 and 2017, there are no uncertain positions taken or expected to be taken that would require recognition of a liability
(or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities, however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to
income tax examinations for years prior to 2015.
Effective February 1, 2019, the trustee and record keeping services for the Plan were transferred to Principal Financial Group. Additionally, the employer
matching contribution was changed to 50% of the employee’s deferral up to 4%.
*******
SUPPLEMENTAL SCHEDULE
DIME COMMUNITY BANK KSOP
|
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
AS OF DECEMBER 31, 2018
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Name of plan sponsor:
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Dime Community Bank
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Employer identification number:
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11-0685750
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Three-digit plan number:
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002
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(a)
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(b)
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(c)
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(d)
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(e)
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Party In
Interest
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Identity of Issue
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Description of Investments
|
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Cost
|
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Current
Value
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REGISTERED MUTUAL FUNDS:
|
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|
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|
|
|
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American Beacon
|
|
Large Cap Value Fund
|
|
**
|
|
$
|
1,886,541
|
|
|
|
Dimensional Fund Advisors
|
|
US Small Cap Portfolio Fund
|
|
**
|
|
|
3,675,293
|
|
|
|
American Europacific
|
|
International Growth Fund R6
|
|
**
|
|
|
1,386,601
|
|
|
|
T Rowe Price
|
|
Blue Chip Growth Fund Advisor
|
|
**
|
|
|
3,620,866
|
|
|
|
Vanguard
|
|
REIT Index Admiral Fund
|
|
**
|
|
|
477,367
|
|
|
|
Vanguard
|
|
Target Retirement 2015 Fund
|
|
**
|
|
|
675,473
|
|
|
|
Vanguard
|
|
Target Retirement 2020 Fund
|
|
**
|
|
|
2,410,379
|
|
|
|
Vanguard
|
|
Target Retirement 2025 Fund
|
|
**
|
|
|
1,797,148
|
|
|
|
Vanguard
|
|
Target Retirement 2030 Fund
|
|
**
|
|
|
1,824,729
|
|
|
|
Vanguard
|
|
Target Retirement 2035 Fund
|
|
**
|
|
|
296,504
|
|
|
|
Vanguard
|
|
Target Retirement 2040 Fund
|
|
**
|
|
|
150,865
|
|
|
|
Vanguard
|
|
Target Retirement 2045 Fund
|
|
**
|
|
|
444,958
|
|
|
|
Vanguard
|
|
Target Retirement 2050 Fund
|
|
**
|
|
|
346,550
|
|
|
|
Vanguard
|
|
Target Retirement 2055 Fund
|
|
**
|
|
|
184,118
|
|
|
|
Vanguard
|
|
Target Retirement 2060 Fund
|
|
**
|
|
|
112,118
|
|
|
|
Vanguard
|
|
Target Retirement 2065 Fund
|
|
**
|
|
|
9,558
|
|
|
|
Vanguard
|
|
Mid Cap Index Admiral Fund
|
|
**
|
|
|
1,912,443
|
|
|
|
Vanguard
|
|
500 Index Admiral
|
|
**
|
|
|
4,962,185
|
|
|
|
Dodge & Cox
|
|
Income Fund
|
|
**
|
|
|
3,445,628
|
|
|
|
Vanguard
|
|
Target Retirement Income Fund
|
|
**
|
|
|
1,431,336
|
|
|
|
Vanguard
|
|
Inflation-Protected Securities Fund
|
|
**
|
|
|
365,652
|
|
|
|
Federated Investors
|
|
Government Obligations Fund
|
|
**
|
|
|
12,288
|
|
|
|
Total Registered Mutual Funds
|
|
|
|
|
|
$
|
31,428,600
|
|
|
|
STABLE VALUE COLLECTIVE TRUST FUND:
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo
|
|
Wells Fargo Stable Value Class C Fund
|
|
**
|
|
$
|
13,613,196
|
|
|
|
EMPLOYER STOCK:
|
|
|
|
|
|
|
|
|
*
|
|
Dime Community Bancshares, Inc.
|
|
Shares of common stock
|
|
**
|
|
|
41,878,963
|
|
|
|
PARTICIPANT LOANS:
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Participant Loans Receivable (interest rates ranging from 4.25% to 6.25%) and maturity to 2033
|
|
**
|
|
|
1,007,938
|
|
|
|
|
|
TOTAL
|
|
|
|
$
|
87,928,697
|
**
|
Cost information is not required for participant directed investments and, therefore, is not included.
|
INDEX TO EXHIBITS
Exhibit
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Dime Community Bancshares, Inc. (the Plan Administrator) duly caused this report to be signed on their
behalf by the undersigned thereunder duly authorized.
Dated: June 28, 2019
|
/s/ KENNETH J. MAHON
|
|
Kenneth J. Mahon
|
|
President and Chief Executive Officer
|
Dated: June 28, 2019
|
/s/ AVINASH REDDY
|
|
Avinash Reddy
|
|
Executive Vice President and Chief Financial Officer
|