UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2016
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-27782
DIME COMMUNITY BANK 401(K) SAVINGS PLAN
(Full Title of the Plan)
Dime Community Bancshares, Inc.
300 Cadman Plaza West, 8
th
Floor, Brooklyn, NY 11201
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office.)
Registrant's telephone number, including area code:
(718) 782-6200
Dime Community Bank 401(k) Savings Plan
[
f/k/a
The Dime Savings Bank of Williamsburgh 401(k) Plan]
Financial Statements as of
December 31, 2016 and 2015, and
for the Year Ended December 31, 2016,
Supplemental Schedules as of December 31, 2016,
and Report of Independent Registered Public Accounting Firm
DIME COMMUNITY BANK 401(K) SAVINGS PLAN
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Page
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2
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FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016:
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3
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4
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5-10
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SUPPLEMENTAL SCHEDULES:
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11
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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
Employee Benefits Committee and the Audit Committee
of Dime Community Bank
300 Cadman Plaza West, 8th Floor
Brooklyn, New York
We have audited the accompanying statements of net assets available for benefits of the Dime Community Bank 401(k) Savings Plan (f/k/a “The Dime Savings Bank of Williamsburgh 401(k) Plan”) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016 in conformity with U.S. generally accepted accounting principles.
The supplemental Schedule H, Line 4(a) -– Schedule of Delinquent Participant Contributions and Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2016 and for the year then ended have been subjected to audit procedures performed in conjunction with the audit of The Dime Community Bank 401(k) Savings Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedules 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 schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are 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 schedules are fairly stated in all material respects in relation to the financial statements as a whole.
New York, New York
June 21, 2017
DIME COMMUNITY BANK 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2016 AND 2015
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2016
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2015
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Participant directed investments, at fair value:
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Mutual funds
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25,578,269
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22,957,183
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Stable value collective trust
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13,184,390
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12,592,665
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Employer stock fund
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11,722,606
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10,009,919
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Total investments at fair value
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50,485,265
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45,559,767
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Employer contributions receivable
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684,186
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661,914
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Participant contributions receivable
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2,979
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-
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Notes receivable from participants
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805,259
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743,831
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Total receivables
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1,492,424
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1,405,745
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NET ASSETS AVAILABLE FOR BENEFITS
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$
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51,977,689
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$
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46,965,512
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See notes to financial statements.
DIME COMMUNTIY BANK 401(k) SAVINGS PLAN
STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2016
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2016
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
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Investment income:
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Net appreciation in fair value of investments
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$
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3,482,447
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Interest and dividend income
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983,360
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Total investment income
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4,465,807
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Contributions:
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Participant contributions
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1,479,063
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Rollover contributions
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260,309
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Employer contributions
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685,491
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Total contributions
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2,424,863
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
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Benefits paid to participants
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1,713,774
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Administrative expenses
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164,719
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Total deductions
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1,878,493
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
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5,012,177
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NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning of year
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46,965,512
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End of year
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$
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51,977,689
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See notes to financial statements.
DIME COMMUNITY BANK 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
The following is a brief description of the Dime Community Bank 401(k) Savings Plan [
f/k/a
The Dime Savings Bank of Williamsburgh 401(k)] (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 Human Resources and Compensation 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. An employee shall become an eligible employee if he or she has completed a period of service of at least one year, and is a salaried employee. An employee is not an eligible employee if he or she is compensated principally on an hourly, daily, commission, or retainer basis, or has waived any claim to membership in the Plan.
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c.
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Contributions
– Contributions are subject to certain limitations. Employee contributions of up to 25% of compensation, as defined in the Plan document, are permitted. Employee contributions are subject to IRS contributions limits of $18,000 for elective deferrals and $6,000 for catch-up contributions for the year ended December 31, 2016.
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Under the Plan's adoption agreement for Pentegra Services, Inc. volume submitter 401(k) profit sharing plan, a 3% safe harbor employer contribution is required to be made annually by the Bank. The annual safe harbor employer contribution is made in the first quarter of each year based upon the total compensation through December 31
st
of the previous year. A contribution of $684,108 was made in March 2017, reflecting benefits for the year ended December 31, 2016.
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 funds may earn. Participant contributions, safe harbor employer contributions, and earnings thereon are nonforfeitable.
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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, 2016, there were twenty-one diversified registered mutual fund investment options available in the Plan, an employer stock fund 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 funds 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 $50,000. Participants are permitted a maximum of two loans at any time under the Plan. Interest charged is fixed for the entire term of the loan and is based upon the prime rate as published in the Wall Street Journal on the date the loan is requested, increased by 1% and rounded to the nearest 1/4 of 1%. The maximum loan term for the purchase of a principal residence may not exceed ten years and loans for any other reason may not exceed five years. At the time of origination, the loans are funded through a reduction of benefit balances existing in the recipients’ participant accounts. Loan repayments are made by automatic payroll deductions and are fully applied back into the recipients’ participant benefit accounts. Participant loans that are delinquent or unpaid at the time of participant termination from the Plan are considered deemed distributions and reclassified as participant distributions based upon the terms of the Plan document.
The following is a reconciliation of activity for notes receivable from participants:
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At or for the
Year Ended
December 31, 2016
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Balance at the beginning of the period
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$
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743,831
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Loans originated
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391,701
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Loan principal repayments*
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(330,273
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)
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Balance at the end of the period
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$
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805,259
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*
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Total repayments were $360,779 including $30,506 of interest during the year ended December 31, 2016.
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h.
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Payment of Benefits
– On termination of services due to death, disability, or retirement, 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 ten-year period. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution or annual installments limited to a ten-year period.
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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.
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2.
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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
–
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 common stock held in the Employer Stock Fund, which is publicly traded, is carried at fair value based upon its quoted market price at the end of the year (level 1 input). The liquid money market fund investment held in the Employer Stock Fund is also deemed a level 1 valuation as it is readily convertible to cash. The Employer Stock Fund includes an investment in liquid money market funds of $242,466 at December 31, 2016 and $239,652 at December 31, 2015.
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 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.
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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3.
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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, 2016 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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25,578,269
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$
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25,578,269
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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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13,184,390
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-
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-
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-
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Employer stock fund
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11,722,606
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11,722,606
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-
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-
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TOTAL
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$
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50,485,265
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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 2016.
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Fair Value Measurements at
December 31, 2015 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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22,957,183
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$
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22,957,183
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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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12,592,665
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-
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-
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-
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Employer stock fund
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10,009,919
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10,009,919
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-
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-
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TOTAL
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$
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45,559,767
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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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4.
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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, 2016 and 2015, the Plan held 570,585 and 555,781 shares, respectively, of common stock of the Company. Dividend income received on these shares of common stock totaled $317,120 during the year ended December 31, 2016.
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 $164,719 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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5.
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FEDERAL INCOME TAX STATUS
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The Plan was designed under the Pentegra Services, Inc. Volume Submitter Profit Sharing Plan. The Volume Submitter Profit Sharing Plan received a favorable tax opinion letter dated March 31, 2014. The Plan has been amended from the original Volume Submitter document; however, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 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, 2016 and 2015, 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 2013.
Effective January 1, 2017, the Plan was amended such that salaried employees shall become eligible if he or she has completed a period of service of at least one month. The Plan was also amended to implement 3% pre-tax automatic enrollment upon eligibility, unless the employee elects to opt-out, for employees hired on or after January 1, 2017. The plan administrator believes that the Plan is designed and operated in compliance with the applicable requirements of the IRC.
During May of 2017, the Employer Stock Fund was converted from a unitized stock fund to whole shares of Company stock.
The Plan Sponsor has received approval by its Board of Directors to merge the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. into the Plan on July 1, 2017, and thereby creating a KSOP.
*******
SUPPLEMENTAL SCHEDULES
DIME COMMUNITY BANK 401(K) SAVINGS PLAN
SCHEDULE H, LINE 4(a) - SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2016
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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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Total that Constitute Nonexempt Prohibited Transactions
|
|
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Contributions not
Corrected
|
|
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Contributions
Corrected Outside of
VFCP
|
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Contributions Pending
Correction in VFCP
|
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Total Fully Corrected
Under VCFP and PTE
2002-51
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|
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Participant Contributions Transferred Late to Plan
|
|
$
|
-
|
|
|
$
|
3,057
|
|
|
$
|
-
|
|
|
$
|
-
|
|
DIME COMMUNITY BANK 401(K) SAVINGS PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2016
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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:
|
002
|
|
|
(a)
|
|
(b)
|
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(c)
|
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(d)
|
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(e)
|
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Identity of Issue
|
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Description of Investments
|
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Cost
|
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|
REGISTERED MUTUAL FUNDS:
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon
|
|
Large Cap Value Fund
|
|
|
**
|
|
|
$
|
2,313,164
|
|
|
|
|
Dimensional Fund Advisors
|
|
US Small Cap Portfolio Fund
|
|
|
**
|
|
|
|
4,794,977
|
|
|
|
|
American Europacific
|
|
International Growth Fund R6
|
|
|
**
|
|
|
|
1,439,665
|
|
|
|
|
T Rowe Price
|
|
Blue Chip Growth Fund Advisor
|
|
|
**
|
|
|
|
1,585,004
|
|
|
|
|
Vanguard
|
|
REIT Index Admiral Fund
|
|
|
**
|
|
|
|
523,523
|
|
|
|
|
Vanguard
|
|
Target Retirement 2010 Fund
|
|
|
**
|
|
|
|
348
|
|
|
|
|
Vanguard
|
|
Target Retirement 2015 Fund
|
|
|
**
|
|
|
|
400,443
|
|
|
|
|
Vanguard
|
|
Target Retirement 2020 Fund
|
|
|
**
|
|
|
|
915,113
|
|
|
|
|
Vanguard
|
|
Target Retirement 2025 Fund
|
|
|
**
|
|
|
|
792,613
|
|
|
|
|
Vanguard
|
|
Target Retirement 2030 Fund
|
|
|
**
|
|
|
|
678,108
|
|
|
|
|
Vanguard
|
|
Target Retirement 2035 Fund
|
|
|
**
|
|
|
|
53,036
|
|
|
|
|
Vanguard
|
|
Target Retirement 2040 Fund
|
|
|
**
|
|
|
|
29,483
|
|
|
|
|
Vanguard
|
|
Target Retirement 2045 Fund
|
|
|
**
|
|
|
|
117,533
|
|
|
|
|
Vanguard
|
|
Target Retirement 2050 Fund
|
|
|
**
|
|
|
|
82,256
|
|
|
|
|
Vanguard
|
|
Target Retirement 2055 Fund
|
|
|
**
|
|
|
|
17,462
|
|
|
|
|
Vanguard
|
|
Target Retirement 2060 Fund
|
|
|
**
|
|
|
|
13,247
|
|
|
|
|
Vanguard
|
|
Mid Cap Index Admiral Fund
|
|
|
**
|
|
|
|
1,774,200
|
|
|
|
|
Vanguard
|
|
500 Index Admiral
|
|
|
**
|
|
|
|
4,717,534
|
|
|
|
|
Dodge & Cox
|
|
Income Fund
|
|
|
**
|
|
|
|
3,994,997
|
|
|
|
|
Vanguard
|
|
Target Retirement Income Fund
|
|
|
**
|
|
|
|
1,017,239
|
|
|
|
|
Vanguard
|
|
Inflation-Protected Securities Fund
|
|
|
**
|
|
|
|
318,324
|
|
|
|
|
Total Registered Mutual Funds
|
|
|
|
|
|
|
|
$
|
25,578,269
|
|
|
|
|
STABLE VALUE COLLECTIVE TRUST FUND:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo
|
|
Wells Fargo Stable Value Class C Fund
|
|
|
**
|
|
|
$
|
13,184,390
|
|
|
|
|
EMPLOYER STOCK FUND:
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Dime Community Bancshares, Inc.
|
|
Shares of common stock
|
|
|
**
|
|
|
|
11,468,759
|
|
|
|
|
Federated Investors
|
|
Government Obligations Fund
|
|
|
**
|
|
|
|
253,847
|
|
|
|
|
Total Employer Stock Fund:
|
|
|
|
|
|
|
|
$
|
11,722,606
|
|
|
|
|
PARTICIPANT LOANS
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
Participant Loans Receivable (interest rates ranging from 4.25% to 4.50%) and maturity to 2026
|
|
|
**
|
|
|
|
805,259
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
$
|
51,290,524
|
|
|
**
|
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 21, 2017
|
/s/ KENNETH J. MAHON
|
|
|
Kenneth J. Mahon
|
|
|
President and Chief Executive Officer
|
|
Dated:
June 21, 2017
|
/s/ MICHAEL PUCELLA
|
|
|
Michael Pucella
|
|
|
Executive Vice President and Chief Accounting Officer
|
|
|
(Principal Financial Officer)
|
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