SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 2003
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transaction period from
to
Commission file Number 0-27782
The Dime Savings Bank of Williamsburgh 401(k) Plan
(Full Title of the Plan)
Dime Community Bancshares, Inc.
209 Havemeyer Street, Brooklyn, NY 11211
(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
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TABLE OF CONTENTS
Page | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 |
FINANCIAL STATEMENTS: | |
Statements of Net Assets Available for Plan Benefits as of December 31, 2003 and 2002 | 2 |
Statements of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2003 | 3 |
Notes to Financial Statements | 4-7 |
SUPPLEMENTAL SCHEDULES: | |
Form 5500, Schedule H , Part IV, Line 4i - Schedule of Assets (Held At End Of Year) as of December 31, 2003 | 8 |
SIGNATURES | 9 |
EXHIBIT INDEX: | |
Consent of Independent Registered Public Accounting Firm | 10 |
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.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
The Dime Savings Bank of Williamsburgh:
We have audited the accompanying statements of net assets available for plan benefits of The Dime Savings Bank of Williamsburgh 401(k) Plan (the “Plan”) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for plan benefits for the year ended December 31, 2003. 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, such financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for plan benefits for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule of assets held at end of year for investment purposes is the responsibility of the Plan’s management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
New York, New York
June 25, 2004
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THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2003 AND 2002
2003 | 2002 | ||
INVESTMENTS, AT FAIR VALUE (Notes 1(e), and 2(d)): | |||
Fixed Income Funds: | |||
RSI Retirement Trust Short Term Investment Fund (b) | - | $2,362,831 | |
PIMCO Total Return Administrative Fund (b) | $951,050 | 910,287 | |
Total fixed income funds | 951,050 | 3,273,118 | |
Equity Funds: | |||
Alger Mid Cap Growth Retirement Portfolio Fund | 346,527 | 102,572 | |
Alliance Premier Growth ‘A’ Fund | - | 78,217 | |
American Century International Growth Fund | 204,538 | 131,422 | |
American Century Ultra Fund | 139,198 | - | |
SSGA S&P 500 Index Fund (a) | 1,061,772 | - | |
Neuberger Berman Genesis Fund Trust | 803,397 | ||
RSI Retirement Trust Core Equity Fund (b) | - | 828,338 | |
RSI Retirement Trust Value Equity Fund | 722,201 | 488,905 | |
RSI Retirement Trust Emerging Growth Equity Fund | - | 439,672 | |
Total equity funds | 3,277,633 | 2,069,126 | |
Asset Allocation funds: | |||
RS Group Trust Co. Aggressive Asset Allocation | 102,754 | 86,269 | |
RS Group Trust Co. Conservative Asset Allocation | 5,000 | 1,727 | |
RS Group Trust Co. Moderate Asset Allocation | 138,633 | 105,090 | |
RS Group Trust Co. Stable Value Fund (a) | 3,300,900 | 606,527 | |
Total asset allocation funds | 3,547,287 | 799,613 | |
Dime Community Bancshares, Inc. Common Stock Fund | |||
Stock Investment (a) (b) | 12,917,262 | 8,141,986 | |
RS Group Federal Prime Obligation | 107,382 | 110,909 | |
13,024,644 | 8,252,895 | ||
Participant Loans Receivable | 397,452 | 290,486 | |
TOTAL INVESTMENTS | 21,198,066 | 14,685,238 | |
DUE FROM THE EMPLOYEE STOCK OWNERSHIP | |||
PLAN OF DIME COMMUNITY BANCSHARES, INC. | |||
AND CERTAIN AFFILIATES | 399,150 | 349,121 | |
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CASH | 17,261 | 11,713 | |
NET ASSETS AVAILABLE FOR PLAN BENEFITS | $21,614,477 | $15,046,072 |
(a) Represents 5% or more of the net assets available for plan benefits at December 31, 2003.
(b) Represents 5% or more of the net assets available for plan benefits at December 31, 2002.
See notes to financial statements.
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THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2003
See notes to financial statements.
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THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
1.
DESCRIPTION OF PLAN
The following is a brief description of The Dime Savings Bank of Williamsburgh 401(k) Plan (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.
a.
General - The Plan is a defined contribution plan covering all eligible employees. It is subject to the provisions of the Employee Retirement Security Act of 1974, as amended (“ERISA”).
b.
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.
c.
Contributions - Employee contributions of up to 25% of “covered compensation,” as defined in the Plan document, are permitted.
Effective July 1, 2000, Dime Community Bancshares, Inc. (the “Company”) or The Dime Savings Bank of Williamsburgh (the “Bank”) makes a required 100% vested cash contribution to participants in the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Affiliates (the “ESOP”) in the amount of 3% of “covered compensation” [defined as total W-2 compensation (including amounts deducted from W-2 compensation for pre-tax benefits such as health insurance premiums and contributions to the Dime Savings Bank of Williamsburgh 401(k) Plan); and, effective March 1, 2004, minus any amount included in W-2 compensation as a result of the grant or vesting of restricted stock, the exercise of stock options or the disqualifying disposition of incentive stock options] up to applicable IRS limits. This contribution is guaranteed through December 31, 2006 (unless the ESOP is terminated before then) and will be discretionary after that date. The contribution is automatically transferred to the Plan, regardless of whether or not the individual otherwise participates in the Plan. Upon transfer of funds to the Plan, the participant has the ability to invest this contribution in any of the investment options currently offered under the Plan. This annual employer contribution is made in the first quarter of each year based upon the total covered compensation through December 31st of the previous year. In March 2003, a contribution of $349,121 was made to eligible participants based upon covered compensation for the period January 1, 2002 through December 31, 2002. In March 2004, a contribution of $399,150 was made to eligible participants based upon covered compensation for the period January 1, 2003 through December 31, 2003.
d.
Vesting - All participants are 100% vested in the value of the annual 3% employer contribution to the Plan and any investment income that these funds may earn. Otherwise, participant contributions and earnings thereon are nonforfeitable.
e.
Investment Options - Participants direct the investment of their account balances into various options offered by the Plan. As of December 31, 2003, there were twelve investment options available in the Plan. Investment options include one fixed income fund, six equity funds, three asset allocation funds, one capital preservation fund and one employer stock fund. The asset allocation funds include the RS Group Trust Co. Stable Value Fund, which invests in fully benefit responsive guaranteed investment contracts issued by insurance companies, bank investment contracts, and cash and cash equivalents.
All investment options are participant directed. Retirements Systems Group Inc. (“RSI”) acts as trustee for all investments in 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.
f.
Death, Retirement and Disability Benefits - A participant is eligible for early retirement benefits upon attaining age 60 or a combined aggregate of 30 or more years of vested service with a participating bank. In addition to any one of the two criteria, a participant must complete five years of creditable service.
g.
Withdrawal of Funds - On termination of service, a participant may elect to receive either a lump-sum amount equal to the vested balance of his or her account, or annual installments limited to a ten-year period.
a.
Loans to Participants - Loans are permitted, subject to current IRS statutes and regulations. Participants may borrow up to 50% of their vested account balance up to a maximum of $50,000. Prior to June 11, 1998, participants were permitted no more than one outstanding loan at any time. The Plan was amended, effective June 11, 1998, whereby participants are now permitted a maximum of two outstanding loans at any time. 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. The loans are secured by the balances in the participant’s account. Loan repayments are made by automatic payroll deduction.
b.
Forfeitures - If a participant is not fully vested in previous contributions made by the Bank and terminates his or her employment, the units representing the nonvested portion of his or her account shall constitute forfeitures. Forfeitures are allocated to participants, on a pro rata basis, based upon their before-tax contribution accounts.
c.
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 termination, all participants would become 100% vested in their individual account balances (including the Bank’s contributions) at the termination date.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Plan are as follows:
a.
Basis of Accounting - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
a.
Use of Estimates - The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits as well as the reported amounts of changes in net assets available for plan benefits. Actual results could differ from those estimates.
b.
Risks and Uncertainties - The Plan provides for various investment options. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits.
d.
Investments - The Plan’s pooled investment funds are carried at fair value based on the Plan’s proportionate share of units of beneficial interest in the respective funds, except for the RS Group Trust Co. Stable Value Fund, which primarily consists of investment contracts that are carried at the contract value. The securities in the pooled investment funds, other than the RS Group Trust Co. Stable Value Fund, are traded on national securities exchanges and are valued at their quoted market prices at the end of the year. The common stock of the Company is carried at fair value based upon the quoted market price at the end of the year. Short-term investments are carried at cost, which approximate fair value. Loans to participants are carried at the principal amount of the loans outstanding, which approximates fair value.
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.
Investment transactions 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.
e.
Allocated Expenses - The Bank will pay the ordinary expenses of the Plan and compensation of the Trustees 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 employees all or part of the reasonable expenses associated with withdrawals and other distributions, loans or account transfers.
f.
Reclassifications - Certain reclassifications have been made in the prior year financial statements to conform to reporting practices followed in the current year.
3.
RELATED PARTY TRANSACTIONS
Certain Plan investments are shares in pooled investment funds managed by RSI. RSI is the trustee as defined by the Plan, and therefore , these transactions qualif y as party-in-interest transactions ..
Certain administrative functions are performed by officers and employees of the Company or Bank. No such officer or employee receives compensation from the Plan for the administrative functions he or she performs.
At December 31, 2003 and 200 2 , the Plan held 4 19,937 and 4 25,169 shares, respectively, of common stock of Dime Community Bancshares, Inc., the Plan sponsor, with a cost basis of $ 2,647,143 and $ 2,426,217 , respectively. During the year ended December 31, 2003, the Plan recorded dividend income of $ 266,835 .
1.
FEDERAL INCOME TAXES
The Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and is intended to be exempt from taxation under Section 501(a) of the Code. The Plan received a favorable IRS determination letter dated August 27, 2002. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan and its underlying trust are currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
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THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN
FORM 5500, PART IV, SCHEDULE H, ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003
*Party-in-interest.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Dime Savings Bank of Williamsburgh (the Plan Administrator) duly caused this report to be signed on their behalf by the undersigned thereunder duly authorized.
Dated: June 28, 2004
/s/ VINCENT F. PALAGIANO
Vincent F. Palagiano
Chairman of the Board and Chief Executive Officer
Dated: June 28, 2004
/s/ KENNETH J. MAHON
Kenneth J. Mahon
Executive Vice President and Chief Financial Officer
11K401KPLAN 2003.DOC - 6/28/2004 - 3:45 PM
EXHIBIT INDEX
Exhibit No.
99
Consent of Independent Registered Public Accounting Firm
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