SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2008
-----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to ______________________
Commission File Number 000-25165______
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Bank of Greene County Employees' Savings and Profit Sharing Plan
and Trust
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Greene County Bancorp, Inc.
425 Main Street
Catskill, New York 12414-1317
THE BANK OF GREENE COUNTY EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 2008
TABLE OF CONTENTS
Page
Independent Auditors' Report ............................................... 1
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007 ............................................. 2
Statement of Changes In Net Assets Available For Benefits
For the Year Ended December 31, 2008 ................................... 3
Notes to Financial Statements ..............................................4-8
Supplemental Schedules*
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) ......... 9
Schedule H, Line 4j - Schedule of Reportable Transactions ..............10
* Note: All other schedules are omitted as they are not applicable or are not
required based on disclosure requirements of the Employee Retirement Income
Security Act of 1974 and the applicable regulations issued by the Department of
Labor.
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of The Bank of Greene County
And Ms. Rebecca Main, SVP/Corporate Secretary
The Bank of Greene County Employees' Savings & Profit Sharing Plan and Trust
Catskill, New York
We were engaged to audit the accompanying statements of net assets available for
benefits of The Bank of Greene County Employees' Savings & Profit Sharing Plan
and Trust (the Plan) as of December 31, 2008 and 2007, and the related statement
of changes in net assets available for benefits for the year ended December 31,
2008, and the supplemental schedules of (1) Schedule H, line 4i-Schedule of
Assets Held (At End of Year) and (2) Schedule H, line 4j-Schedule of Reportable
Transactions as of or for the year ended December 31, 2008. These financial
statements are the responsibility of the Plan's management.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the Plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note F, which was certified by The Bank of New York Mellon/BNY
Mellon N.A., the trustee of the Plan, except for comparing the information with
the related information included in the financial statements and supplemental
schedules. We have been informed by the Plan administrator that the trustee
holds the Plan's investment assets and executes investment transactions. The
Plan administrator has obtained a certification from the trustee as of December
31, 2008 and 2007 and for the year ended December 31, 2008, that the information
provided to the Plan administrator by the trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and supplemental schedule taken as a whole. The form and content of
the information included in the financial statements and supplemental schedules,
other than that derived from the information certified by the trustee, have been
audited by us in accordance with auditing standards generally accepted in the
United States of America and, in our opinion, are presented in compliance with
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
/s/ Karp, Ackerman, Skabowski & Hogan, P.C.
KARP, ACKERMAN, SKABOWSKI & HOGAN, P.C.
Certified Public Accountants
June 8, 2009
1.
THE BANK OF GREENE COUNTY EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
2008 2007
ASSETS
Investments, at fair value $ 2,957,609 $ 4,034,421
Participant loans 143,735 156,406
----------- -----------
Total investments $ 3,101,344 $ 4,190,827
----------- -----------
Receivables:
Participant contributions $ - $ -
Employer contributions - -
Other 30 140
----------- -----------
Total receivables $ 30 $ 140
----------- -----------
TOTAL ASSETS $ 3,101,374 $ 4,190,967
=========== ============
LIABILITIES
Accrued expenses $ 9,484 $ 265
----------- -----------
TOTAL LIABILITIES $ 9,484 $ 265
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,091,890 $ 4,190,702
=========== ===========
The accompanying notes are an integral part of these financial statements.
2.
THE BANK OF GREENE COUNTY EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2008
ADDITIONS TO NET ASSETS
Investment income (loss):
Dividend income, employer securities $ 32,912
Interest income, participant loans 12,740
Realized gain (loss) on sale of employer securities (14,269)
Net appreciation (depreciation) in fair value of common collective trusts (843,070)
Unrealized (depreciation) in fair value of employer securities (83,897)
-----------
Net investment income (loss) $ (895,584)
-----------
Contributions:
Participant $ 314,655
Employer 175,482
Rollover 622
-----------
Total contributions $ 490,759
-----------
TOTAL ADDITIONS (SUBTRACTIONS) $ (404,825)
-----------
DEDUCTIONS FROM NET ASSETS
Benefits paid to participants $ 657,099
Other distributions 4,701
Administrative expenses 32,187
-----------
TOTAL DEDUCTIONS $ 693,987
-----------
Net increase (decrease) in net assets $(1,098,812)
Net assets available for benefits, beginning 4,190,702
-----------
NET ASSETS AVAILABLE FOR BENEFITS, ENDING $ 3,091,890
===========
The accompanying notes are an integral part of these financial statements.
3.
THE BANK OF GREENE COUNTY EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF PLAN
The following brief description of The Bank of Greene County Employees' Savings
& Profit Sharing Plan and Trust (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General
-------
The Plan is a defined contribution plan covering eligible employees of The Bank
of Greene County (the Company or the Sponsor). Employees who complete three
months of service and perform a minimum of 250 hours of service are eligible to
participate in the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended. The effective date
of the Plan was January 1, 1995.
Contributions
-------------
Each year participants may contribute up to 25% of pretax annual compensation,
as defined in the Plan, up to the maximum allowable under the Internal Revenue
Code (IRC). Participants who are age 50 or older may elect to defer additional
amounts called "catch-up" contributions. Rollover and transfer contributions
from another qualified retirement plan or special individual retirement plan are
permitted. Participants direct the investment of their contributions into
various investment options offered by the Plan. Matching contributions made by
the Sponsor to the Plan are calculated as 100% of the first 3% of the
participant's pretax contribution plus 50% of pretax contributions up to the
next 3% of compensation, as defined in the Plan.
Participant Accounts and Investment Options
-------------------------------------------
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's matching contributions, and (b) Plan earnings,
and is charged with an allocation of administrative expenses. Allocations are
based on 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. Participants may direct the investment of their
account balances into various investment options offered by the Plan. Currently,
the Plan offers eighteen common/collective trusts, a mutual fund and the
Sponsor's stock as investment options for participants. Participants may change
their investment options to prospectively increase or decrease the amount of
their elective deferrals at such times established by the Plan administrator in
a uniform and nondiscriminatory manner.
Vesting
-------
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's contribution portion of their accounts is
based on continuous service. A participant is 100% vested after two years of
credited service.
Payment of Benefits
-------------------
Benefit payments to participants are recorded upon distribution. Upon
termination of service, disability, death or retirement, participants will
receive an amount equal to the value of their accounts in a single lump-sum
payment, or in partial payments or systematic installment payments.
4.
NOTE A - DESCRIPTION OF PLAN (CONTINUED)
Administrative Expenses
-----------------------
The Plan pays the administrative costs associated with any professional services
provided to the Plan and the cost of communications to the participants.
Participant Loans
-----------------
Participants may borrow from their accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50 percent of their account balance. Loan
terms range from 1-5 years; longer terms are available if used for the purchase
of a primary residence. The loans are collateralized by the balance in the
participant's account and bear interest at prime rate plus 1%. Processing fees
for new loans and annual maintenance fees on outstanding loans are charged to
the participants account. Interest rates range from 6% to 9.25%. Principal and
interest is paid ratably through biweekly payroll deductions.
NOTE B - SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
-------------------
The financial statements of the Plan are prepared under the accrual method of
accounting.
Payment of Benefits
-------------------
Benefit payments to participants are recorded upon distribution.
Use of Estimates
----------------
The preparation of the Plan's financial statements in conformity with accounting
principles generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that affect the reported amounts
of net assets available for benefits at the date of the financial statements and
the changes in net assets available for benefits during the reporting period
and, when applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from those
estimates.
Risks and Uncertainties
-----------------------
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risk. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values 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 statements of net
assets available for benefits.
Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date.
5.
NOTE C - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to terminate the Plan subject to the provisions of ERISA. Upon
termination of the Plan, all amounts credited to the accounts of the
participants shall vest and become non-forfeitable and the employer shall direct
the trustee to make or commence distribution to, or on behalf of, each
participant the value of his or her account balance in the Plan.
NOTE D - PARTY-IN-INTEREST TRANSACTIONS
Plan investments are managed by The Bank of New York Mellon/BNY Mellon N.A., the
trustee of the Plan. Transactions in such investments qualify as
party-in-interest transactions, which are exempt from prohibited transaction
rules. Participant loans totaling $143,735 at December 31, 2008 also qualify as
party-in-interest transactions.
NOTE E - FORFEITED ACCOUNTS
Forfeitures by non-vested participants are generally used to reduce future
Company contributions. Forfeited amounts at December 31, 2008 were not material
to the financial statements.
NOTE F - INFORMATION CERTIFIED BY THE PLAN'S TRUSTEE
The Plan administrator has elected the method of compliance permitted by 29 CFR
2520.103-8 of the Department of Labor's Rules and Regulations for Reporting and
Disclosure under ERISA. Accordingly, The Bank of New York Mellon/BNY Mellon
N.A., the trustee of the Plan, has certified to the completeness and accuracy of
all investments reflected on the accompanying statements of net assets available
for benefits as of December 31, 2008 and 2007, and the schedule of assets held
at the year ended December 31, 2008, and the related investment activity
reflected in the statements of changes in net assets available for plan benefits
for the year ended December 31, 2008.
NOTE G - INVESTMENTS AT FAIR VALUE
At December 31, the following investments represented 5% percent or more of the
Plan's net assets:
2008 2007
Daily EAFE Index SL Series Fund - Class T $ 166,671 $ 250,788
S&P 500 Flagship SL Series Fund - Class A 303,490 742,557
S&P Midcap Index SL Series Fund - Class A 459,288 946,533
Pentegra Stable Value Fund 288,638 227,189
SSgA Government Money MTU 324,461 282,815
Employer Stock 550,514 625,347
6.
NOTE H - FAIR VALUE MEASUREMENTS
SFAS No. 157, Fair Value Measurements, establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. This
hierarchy consists of three broad levels: Level 1 inputs are quoted prices in
active markets, Level 2 inputs are significant other observable inputs and Level
3 inputs are significant unobservable inputs.
Level 1 inputs consist of unadjusted quoted prices in active markets for
identical assets and have the highest priority. Level 3 inputs have the lowest
priority. The Plan uses appropriate valuation techniques based on the available
inputs to measure the fair value of its investments. When available, the Plan
measures fair value using Level 1 inputs because they generally provide the most
reliable evidence of fair value. No Level 2 inputs were available to the Plan,
and Level 3 inputs were only used when Level 1 or Level 2 inputs were not
available.
The plan investments are valued using Level 1 inputs. The fair value of
investments in master trust, common/collective trusts, mutual funds are based on
quoted net asset values of the shares held by the Plan at year-end. The fair
value of employer stock is based on quoted market prices.
Participant loans are valued at amortized cost, which approximates fair value.
Asset fair values at December 31, 2008 were are follows:
Level 1 Level 2 Level 3
----------- ----------- -----------
Mutual funds $ 2,407,095 $ - $ -
Participant loans - - 143,735
Employer stock 550,514 - -
----------- ----------- ----------
$ 2,957,609 $ - $ 143,735
=========== =========== ==========
Asset fair values at December 31, 2007 were are follows:
Level 1 Level 2 Level 3
----------- ----------- ----------
Mutual funds $ 3,369,794 $ - $ -
Participant loans - - 156,406
Employer stock 664,627 - -
----------- ----------- ----------
$ 4,034,421 $ - $ 156,406
=========== =========== ==========
7.
NOTE I - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated January 7, 2008 that the Plan and related trusts are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
Although the Plan has been amended since receiving the determination, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
NOTE J - SUBSEQUENT EVENT
Effective July 1, 2009, the Bank of New York Mellon resigned as Trustee of the
Plan. The board of directors of the Plan Sponsor appointed Reliance Trust
Company to replace Bank of New York Mellon as Trustee.
8.
THE BANK OF GREENE COUNTY EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN # 14-0553610, PLAN # 002
DECEMBER 31, 2008
(A) (B) (C) (D) (E)
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Interest Rate, Collateral,
Lessor or Similar Party Par or Maturity Value Cost Current Value
----------------------- --------------------- ---- -------------
* Passive Bond Market Index SL Series Fund A Mutual Fund ** $ 9,248
* Long US Treasury Index SL Series Fund Class A Mutual Fund ** 145,491
* Moderate Strategic Balanced SL Fund Mutual Fund ** 93,147
* Aggressive Strategic Balanced SL Fund Mutual Fund ** 77,320
* Conservative Strategic Balanced SL Fund Mutual Fund ** 10,471
* Daily EAFE Index SL Series Fund - Class T Mutual Fund ** 166,671
* NASDAQ 100 Index Non-Lending Fund Series A Mutual Fund ** 32,518
* REIT Index Non-Lending Series Fund - Class A Mutual Fund ** 819
* Russell 2000 Index SL Series Fund - Class A Mutual Fund ** 80,720
* S&P 500 Flagship SL Series Fund - Class A Mutual Fund ** 303,490
* S&P Growth Index SL Fund Series A Mutual Fund ** 142,939
* S&P Value Index SL Fund Series A Mutual Fund ** 148,084
* S&P Midcap Index SL Series Fund - Class A Mutual Fund ** 459,288
* Pentegra Stable Value Fund Mutual Fund ** 288,638
* SSgA Government Money MTU Mutual Fund ** 324,461
* SSgA Target Retirement 2015 SL Series Fund Class A Mutual Fund ** 12,818
* SSgA Target Retirement 2025 SL Series Fund Class A Mutual Fund ** 4,025
* SSgA Target Retirement 2035 SL Series Fund Class A Mutual Fund ** 1,043
* SSgA Target Retirement 2045 SL Series Fund Class A Mutual Fund ** 1,482
* TBC Inc. Pooled Emp Daily Mutual Fund ** 34,402
* Schwab Window Fund Mutual Fund ** 70,020
* Greene County Bancorp Inc Common Stock Common Stock ** 550,514
* Participant Loans 6%-9.25% Interest Rate - 143,735
------------
$ 3,101,344
============
* Represents a party-in-interest as defined by ERISA.
** All investments are participant directed and, accordingly, investment cost
information has been omitted.
Information certified as complete and accurate by Bank of New York Mellon/
BNY Mellon N.A., the trustee of the Plan.
9.
THE BANK OF GREENE COUNTY EMPLOYEES'
SAVINGS & PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4J - SCHEDULE OF REPORTABLE TRANSACTIONS
EIN # 14-0553610, PLAN # 002
DECEMBER 31, 2008
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Identity of Expense Value of Asset Net
Party Description of Purchase Selling Lease Incurred with Cost of on Transaction Gain or
Involved Asset Price Price Rental Transaction Asset Date (Loss)
-------- ----- ----- ----- ------ ----------- ----- ---- ------
PURCHASES
N/A TBC Inc Pooled Emp Daily $ 204,402 N/A N/A $ - $ 204,402 $ 204,402 N/A
SALES
N/A TBC Inc Pooled Emp Daily $ 170,448 $ 170,448 N/A $ - $ 170,448 $ 170,448 $ -
Information certified as complete and accurate by Bank of New York Mellon/ BNY
Mellon N.A., the trustee of the Plan.
10.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE BANK OF GREENE COUNTY
EMPLOYEES' SAVINGS AND PROFIT
SHARING PLAN AND TRUST
Date: June 26, 2009 By: /s/ Donald Gibson
---------------------------------------------
Name: Donald Gibson
Title: President and Chief Executive Officer,
The Bank of Greene County