Form 11-K Dime Savings Bank of Williamsburgh 401(k) Plan - Year Ended December
31, 2005
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, 2005
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
TABLE
OF CONTENTS
|
Page
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
1
|
|
|
FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2005 AND 2004 AND
FOR THE YEAR ENDED DECEMBER 31, 2005:
|
|
Statements
of Net Assets Available for Plan Benefits
|
2
|
Statement
of Changes in Net Assets Available for Plan Benefits
|
3
|
Notes
to Financial Statements
|
4-8
|
|
|
SUPPLEMENTAL
SCHEDULES:
|
|
Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held At
End Of
Year) as
of December 31, 2005
|
9
|
|
|
SIGNATURES
|
10
|
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
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, 2005 and 2004, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 2005. 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 auditing standards of the Public Company
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 consideration
of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, 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. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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, 2005
and
2004, and the changes in net assets available for plan benefits for the year
ended December 31, 2005, 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 at end of year 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 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 2005
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
29,
2006
THE
DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER
31, 2005 AND 2004
|
2005
|
|
2004
|
INVESTMENTS,
AT FAIR VALUE (Notes 1(f), 2(d) and 4):
|
|
|
|
Fixed Income Funds:
|
|
|
|
PIMCO Total Return Administrative Fund
|
$1,210,500
|
|
$1,115,054
|
Total fixed income funds
|
1,210,500
|
|
1,115,054
|
Equity Funds:
|
|
|
|
Alger Mid Cap Growth Retirement Portfolio Fund
|
837,065
|
|
676,174
|
American Century International Growth Fund
|
-
|
|
324,950
|
RSI Retirement Trust International Equity Fund
|
534,297
|
|
-
|
American Century Ultra Fund
|
221,660
|
|
173,990
|
SSGA S&P 500 Index Fund
|
1,517,164
|
|
1,403,141
|
Neuberger Berman Genesis Fund Trust
|
1,794,069
|
|
1,308,431
|
RSI Retirement Trust Value Equity Fund
|
1,138,389
|
|
957,759
|
Total equity funds
|
6,042,644
|
|
4,844,445
|
Asset Allocation funds:
|
|
|
|
RS Group Trust Co. Aggressive Asset Allocation
|
23,984
|
|
29,418
|
RS Group Trust Co. Conservative Asset Allocation
|
38,595
|
|
19,046
|
RS Group Trust Co. Moderate Asset Allocation
|
336,768
|
|
337,220
|
Total asset allocation funds
|
399,347
|
|
385,684
|
INVESTMENTS,
AT CONTRACT VALUE (Notes 1(f), 2(d) and 4):
|
|
|
|
RS
Group Trust Co. Stable Value Fund
|
5,037,452
|
|
4,449,764
|
|
|
|
|
Dime
Community Bancshares, Inc. Common Stock Fund
|
|
|
|
Stock Investment
|
8,082,047
|
|
10,146,785
|
RS Group Federal Prime Obligation
|
187,544
|
|
291,059
|
|
8,269,591
|
|
10,437,844
|
Participant
Loans (Note 1(h))
|
397,122
|
|
377,979
|
|
|
|
|
TOTAL
INVESTMENTS
|
21,356,656
|
|
21,610,770
|
|
|
|
|
DUE
FROM THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY
|
|
|
|
BANCSHARES, INC.AND CERTAIN AFFILIATES ("ESOP") (Note
1(c))
|
397,837
|
|
409,036
|
|
|
|
|
INTEREST
RECEIVABLE
|
-
|
|
-
|
|
|
|
|
FORFEITURE
CASH BALANCE
|
3,204
|
|
684
|
|
|
|
|
LIABILITIES:
|
|
|
|
Payable
for fund purchases
|
(38,656)
|
|
-
|
|
|
|
|
NET
ASSETS AVAILABLE FOR PLAN BENEFITS
|
$21,719,041
|
|
$22,020,490
|
See
notes
to financial statements.
THE
DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR
ENDED DECEMBER 31, 2005
ADDITIONS:
|
2005
|
Investment income (loss):
|
|
Net appreciation (depreciation) in fair value of
investments:
|
|
Fixed income funds
|
$18,144
|
Equity funds
|
342,985
|
Asset allocation funds
|
24,233
|
Employer stock fund
|
(1,852,692)
|
|
|
Total net depreciation in fair value of investments
|
(1,467,330)
|
|
|
Interest and dividend income
|
708,166
|
|
|
Investment loss, net
|
(759,164)
|
|
|
Participant contributions
|
1,289,134
|
Net change in contributions receivable from the Employee
Stock Ownership Plan
|
(11,199)
|
|
|
Total additions, net
|
518,771
|
|
|
DEDUCTIONS:
|
|
Benefits paid to participants
|
800,226
|
Administrative expenses
|
19,994
|
|
|
Total deductions
|
820,220
|
|
|
NET
DECREASE
|
(301,449)
|
|
|
NET
ASSETS AVAILABLE FOR PLAN BENEFITS:
|
|
Beginning of year
|
22,020,490
|
|
|
End of year
|
$21,719,041
|
See
notes
to financial statements.
THE
DIME SAVINGS BANK OF WILLIAMSBURGH 401(k)
PLAN
NOTES
TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005 AND 2004 AND FOR THE YEAR ENDED
DECEMBER 31, 2005
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 compensation, as defined in
the Plan
document, are permitted. There are currently no direct contributions
to the Plan
either made or required to be made by Dime Community Bancshares, Inc.
(the
“Company”) or The Dime Savings Bank of Williamsburgh (the “Bank”).
Effective
July 1,
2000, the Company or 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 total W-2 compensation
(including amounts deducted from W-2 compensation for pre-tax benefits
such as
health insurance premiums and contributions to the Plan). 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 compensation through
December 31st
of the
previous year. In March 2005, a contribution of $409,036 was made to
eligible
participants based upon compensation for the period January 1, 2004
through
December 31, 2004. In March 2006, a contribution of $397,837 was made
to
eligible participants based upon compensation for the period January
1, 2005
through December 31, 2005.
d. Participant
Accounts
-Individual accounts are maintained for each Plan participant. Each
participant's account is credited with the participant's contribution, the
Company'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.
e. 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. Participant
contributions and earnings thereon are nonforfeitable.
f.
Investment
Options
-
Participants direct the investment of their account balances into various
options offered by the Plan. As of both December 31, 2004 and 2005, 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”) ("Trustee") 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.
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.
h. 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.
i. 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 interest 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.
j. Forfeitures -
If a
participant is not fully vested in previous contributions made by the Company
or
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. Forfeitures totaled $3,204 during the year ended December
31, 2005. There were no forfeitures during the year ended December 31,
2004.
k. Plan
Termination -
Although the Company or 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
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
The
significant accounting policies followed by the Plan are as
follows:
a. Basis
of Presentation
Accounting -
The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared on the accrual basis of
accounting.
b. 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 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.
c. 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 financial
statements.
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 registered investment companies 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. Administrative
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 Trustees,
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.
3.
EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
Certain
Plan
investments include
are
shares in pooled
investment funds managed by RSI. RSI is the
a
trustee
as defined by the Plan, and therefore, these
transactions qualifyies
as
a
party-in-interest
transactions.
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, 2005
and
2004,
the
Plan held 553,186
and
566,543
shares,
respectively, of common stock of Dime Community Bancshares, Inc., the
Plan
sponsor,
with a cost basis of $2,586,797
and
$2,650,924,
respectively. Dividend
income received on these shares of common stock totaled $315,259 and $349,695,
respectively during the years ended December 31, 2005 and 2004.
4.
INVESTMENTS
The
Plan’s investments, which represent more than 5% of the net assets available for
plan benefits are presented in the following table. All investments are
participant directed.
|
December
31, 2005
|
|
December
31, 2004
|
|
Units
|
|
Current
Value
|
|
Units
|
|
Current
Value
|
|
|
|
|
|
|
|
|
PIMCO
Total Return Administrative Fund
|
115,286
|
|
$1,210,500
|
|
104,504
|
|
$1,115,054
|
SSGA
S&P 500 Index Fund
|
73,828
|
|
1,517,164
|
|
70,262
|
|
1,403,141
|
Neuberger
Berman Genesis Fund Trust
|
36,953
|
|
1,794,069
|
|
30,607
|
|
1,308,431
|
RS
Group Trust Co. Stable Value Fund
|
147,735
|
|
5,037,452
|
|
135,280
|
|
4,449,764
|
RSI
Retirement Trust Value Equity Fund (a)
|
11,197
|
|
1,138,389
|
|
10,035
|
|
957,759
|
Dime
Community Bancshares, Inc. Common Stock Fund
|
553,186
|
|
8,269,591
|
|
566,543
|
|
10,437,844
|
(a) |
The
current value of the investment did not exceed 5% of the net assets
available for plan benefits as of December 31,
2004.
|
During
the year ended December 31, 2005, the Plan's individual fund investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated (depreciated) in value as follows:
PIMCO
Total Return Administrative Fund
|
(30,367)
|
Alger
Mid Cap Growth Retirement Portfolio Fund
|
986
|
American
Century International Growth Fund
|
38,523
|
RSI
Retirement Trust International Equity Fund
|
22,532
|
American
Century Ultra Fund
|
7,122
|
SSGA
S&P 500 Index Fund
|
43,982
|
Neuberger
Berman Genesis Fund Trust
|
206,806
|
RSI
Retirement Trust Value Equity Fund
|
71,546
|
RS
Group Trust Co. Aggressive Asset Allocation
|
1,849
|
RS
Group Trust Co. Conservative Asset Allocation
|
1,441
|
RS
Group Trust Co. Moderate Asset Allocation
|
20,943
|
Dime
Community Bancshares, Inc. Common Stock Fund
|
(1,852,693)
|
Net
depreciation in fair value of investments
|
$(1,467,330)
|
5.
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 Internal Revenue Service 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, and that they continue to be
tax
exempt. Therefore, no provision for income taxes has been included in the Plan’s
financial statements.
******
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, 2005
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
Party
In
|
|
|
|
|
|
|
|
Current
|
Interest
|
|
Identity
of Issuer
|
|
Description
of Investments
|
|
Cost
|
|
Value
|
|
|
REGISTERED
INVESTMENT COMPANIES:
|
|
|
|
|
*
|
|
RSI
Retirement Trust
|
|
Value
Equity Fund
|
|
**
|
|
$1,138,389
|
*
|
|
RSI
Retirement Trust
|
|
International
Equity Fund
|
|
**
|
|
534,297
|
|
|
Alger
|
|
Mid
Cap Growth Retirement Portfolio Fund
|
|
**
|
|
837,065
|
|
|
PIMCO
|
|
Total
Return Administrative Fund
|
|
**
|
|
1,210,500
|
|
|
American
Century
|
|
International
Growth Fund
|
|
**
|
|
-
|
|
|
American
Century
|
|
Ultra
Fund
|
|
**
|
|
221,660
|
|
|
SSGA
|
|
S&P
500 Index Fund
|
|
**
|
|
1,517,164
|
|
|
Neuberger
Berman
|
|
Genesis
Fund Trust
|
|
**
|
|
1,794,069
|
|
|
|
|
|
|
|
|
|
|
|
Total
Registered Investment Companies
|
|
|
|
$7,253,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON/
COLLECTIVE TRUSTS:
|
|
|
|
|
*
|
|
RS
Group Trust Co.
|
|
Conservative
Asset Allocation
|
|
**
|
|
38,595
|
*
|
|
RS
Group Trust Co.
|
|
Moderate
Asset Allocation
|
|
**
|
|
336,768
|
*
|
|
RS
Group Trust Co.
|
|
Aggressive
Asset Allocation
|
|
**
|
|
23,984
|
*
|
|
RS
Group Trust Co.
|
|
Stable
Value Fund
|
|
**
|
|
5,037,452
|
|
|
|
|
|
|
|
|
|
|
|
Total
Common/ Collective Trusts
|
|
|
|
$5,436,799
|
|
|
|
|
|
|
|
|
|
|
|
EMPLOYER
SECURITIES
|
|
|
|
|
|
|
*
|
|
Dime
Community Bancshares, Inc.
|
|
Common
Stock Fund - Common
|
|
**
|
|
8,082,047
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST
BEARING CASH (INCLUDING MONEY MARKET ACCOUNTS AND CERTIFICATES OF
DEPOSIT):
|
|
|
|
|
*
|
|
RSI
Group Trust Co.
|
|
Federal
Prime Obligation
|
|
**
|
|
187,544
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT
LOANS:
|
|
|
|
|
|
|
*
|
|
|
|
Employee
Loans Receivable
(78 loans with interest rates ranging from 5.00% to
10.50%, and maturities ranging from February 2006
through September 2015).
|
|
**
|
|
397,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
$21,356,656
|
* Party-in-interest.
** Cost
information is not required for participant directed investments and, therefore,
is not included.
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 29, 2006
/s/
VINCENT F.
PALAGIANO
Vincent
F. Palagiano
Chairman
of the Board and Chief Executive Officer
Dated:
June 29, 2006
/s/
KENNETH J.
MAHON
Kenneth
J. Mahon
Executive
Vice President and Chief Financial Officer