−Removed: On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”).
−Removed: At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $0.01 per share.
−Removed: At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 (the “Dime Preferred Stock”), was converted into the right to receive one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock.
−Removed: Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered trust company and a wholly-owned subsidiary of Bridge, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”).
−Removed: As of December 31, 2021, we operated 60 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, and the Bronx.
−Removed: The Company is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank.
+Added: Dime Community Bancshares, Inc.
+Added: (the “Company”) is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, Dime Community Bank (the “Bank”).
The Bank was established in 1910 and is headquartered in Hauppauge, New York.
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The Company functions primarily as the holder of all of the Bank’s common stock.
−Removed: Our bank operations include Dime Community Inc., a real estate investment trust subsidiary which was formerly known as Bridgehampton Community, Inc., as an operating subsidiary.
−Removed: Our bank operations also include Bridge Abstract LLC (“Bridge Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.
−Removed: In September 2021, the Company dissolved two REITs, DSBW Preferred Funding Corporation and DSBW Residential Preferred Funding Corporation, which were wholly-owned subsidiaries of the Bank.
−Removed: The preferred shares issued by the REITs were redeemed in connection with the dissolutions.
+Added: Our bank operations include Dime Community Inc., a real estate investment trust subsidiary and Dime Abstract LLC (“Dime Abstract”), a wholly-owned subsidiary of the Bank, which is a broker of title insurance services.
For over a century, we have maintained our focus on building customer relationships in our market area.
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We strive to achieve excellence in financial performance and build long-term shareholder value.
−Removed: We engage in a full service commercial and consumer banking business, including accepting time, savings and demand deposits from the businesses, consumers, and local municipalities in our market area.
+Added: We engage in providing full service commercial and consumer banking services, including accepting time, savings and demand deposits from the businesses, consumers, and local municipalities in our market area.
These deposits, together with funds generated from operations and borrowings, are invested primarily in:
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We also offer the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) programs, providing multi-millions of dollars of Federal Deposit Insurance Corporation (“FDIC”) insurance on deposits to our customers.
−Removed: In addition, we offer merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts as well as investment services through Bridge Financial Services LLC, which offers a full range of investment products and services through a third-party broker dealer.
−Removed: Through its title insurance abstract subsidiary, the Bank acts as a broker for title insurance services.
+Added: In addition, we offer merchant credit and debit card processing, automated teller machines, cash management services, lockbox processing, online banking services, remote deposit capture, safe deposit boxes, and individual retirement accounts as well as investment services through Dime Financial Services LLC, which offers a full range of investment products and services through a third-party broker dealer.
+Added: Through its title insurance subsidiary, the Bank acts as a broker for title insurance services.
Our customer base is comprised principally of small and medium sized businesses, municipal relationships and consumer relationships.
+Added: On February 1, 2021, Dime Community Bancshares, Inc., a Delaware corporation (“Legacy Dime”) merged with and into Bridge Bancorp, Inc., a New York corporation (“Bridge”) (the “Merger”), with Bridge as the surviving corporation under the name “Dime Community Bancshares, Inc.” (the “Holding Company”).
+Added: At the effective time of the Merger (the “Effective Time”), each outstanding share of Legacy Dime common stock, par value $0.01 per share, was converted into the right to receive 0.6480 shares of the Holding Company’s common stock, par value $0.01 per share.
+Added: At the Effective Time, each outstanding share of Legacy Dime’s Series A preferred stock, par value $0.01 (the “Dime Preferred Stock”), was converted into the right to receive one share of a newly created series of the Holding Company’s preferred stock having the same powers, preferences and rights as the Dime Preferred Stock.
+Added: Immediately following the Merger, Dime Community Bank, a New York-chartered commercial bank and a wholly-owned subsidiary of Legacy Dime, merged with and into BNB Bank, a New York-chartered trust company and a wholly-owned subsidiary of Bridge, with BNB Bank as the surviving bank, under the name “Dime Community Bank” (the “Bank”).
+Added: As of December 31, 2022, we operated 59 branch locations throughout Long Island and the New York City boroughs of Brooklyn, Queens, Manhattan, and the Bronx.
Human Capital Resources
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As of December 31, 2022, we employed 823 full-time equivalent employees.
−Removed: As a result of the Merger, on February 1, 2021, we added 373 full-time equivalent employees.
Our employees are not represented by a collective bargaining agreement.
−Removed: Our culture in the workplace encourages employees to care about each other, the communities they serve, and the work they do.
+Added: Our culture in the workplace encourages employees to care about each other, the
+Added: communities they serve, and the work they do.
We believe strong community ties, customer focus, accountability, and development of the communities in which we operate will have a favorable long-term impact on our business performance.
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In March 2020, the United States declared a National Public Health Emergency in response to the COVID-19 pandemic, which presented a challenge of maintaining the health and safety of our employees.
−Removed: Our employees complete daily COVID-19 health assessments and must remain at home if they experience COVID-19 symptoms, tested positive, or have been in close contact with a person who has tested positive for COVID-19.
−Removed: As the pandemic evolved, we pivoted the schedules of corporate staff to ensure their safety while still providing support to our customers.
+Added: As the COVID-19 pandemic evolved, we pivoted the schedules of corporate staff to ensure their safety while still providing support to our customers.
Our branch network remained operational with minimal disruption throughout the pandemic.
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We are committed to retaining employees by being competitive in providing cash and non-cash rewards, benefits, recognition, and professional development opportunities.
−Removed: We offered an 8-week summer internship program through local colleges that provided students with a valuable experience in the professional fields they are considering career paths in.
+Added: We offered an 8-week summer internship program through local colleges that provided students with valuable experience in the professional fields they are considering career paths.
It also provides a post-graduation pipeline of future employees.
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We consider our major competition to be local commercial banks as well as other commercial banks with branches in our market area.
−Removed: Other competitors include savings banks, credit unions, mortgage brokers and financial services firms other than financial institutions, such as investment and insurance companies.
+Added: Other competitors include savings banks, credit unions, mortgage brokers and other financial services firms, such as investment and insurance companies.
Increased competition within our market areas may limit growth and profitability.
−Removed: The title insurance abstract subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance.
+Added: The title insurance subsidiary also faces competition from other title insurance brokers as well as directly from the companies that underwrite title insurance.
In New York State, title insurance is obtained on most transfers of real estate and mortgage transactions.
−Removed: As of December 31, 2021, our principal market area is Greater Long Island, which includes the counties of Kings, Queens, Nassau and Suffolk, and Manhattan, which have a sizable industry base.
+Added: Our principal market area is Greater Long Island, which includes the counties of Kings, Queens, Nassau and Suffolk, and Manhattan.
Industries represented across the principal market areas include retail establishments;
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high-tech manufacturing;
−Removed: and agricultural and related
+Added: and agricultural and related businesses.
Given its proximity, Long Island’s economy is closely linked with New York City’s and major employers in the area include municipalities, school districts, hospitals, and financial institutions.
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In general, banks are subject to federal income tax in the same manner as other corporations.
−Removed: However, gains and losses realized by banks from the sale of available-for-sale securities are generally treated as ordinary income, rather than capital gains or losses.
+Added: However, gains and
+Added: losses realized by banks from the sale of available-for-sale securities are generally treated as ordinary income, rather than capital gains or losses.
The taxation of net income is similar to federal taxable income subject to certain modifications.
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Generally, a state member bank is prohibited from investing in corporate equity securities for its own account other than the equity securities of companies through which the bank conducts its business.
−Removed: Under federal and state regulations, a New York state member bank may invest in investment securities for its own account up to specified limit depending upon the type of security.
+Added: Under federal and state regulations, a New York state member bank may invest in investment securities for its own account up to a specified limit depending upon the type of security.
“Investment Securities” are generally defined as marketable obligations that are investment grade and not predominantly speculative in nature.
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These policies must establish loan portfolio diversification standards, prudent underwriting standards (including loan-to-value limits) that are clear and measurable, loan administration procedures, and documentation, approval and reporting requirements.
−Removed: The real estate
−Removed: lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators.
+Added: The real estate lending policies must reflect consideration of the Interagency Guidelines for Real Estate Lending Policies that have been adopted by the federal bank regulators.
Federal Deposit Insurance
4 unchanged sentences
Under the FDIC’s risk-based assessment system, institutions deemed less risky pay lower assessments.
−Removed: Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure.
−Removed: The assessment range (inclusive of possible adjustments specified by the regulations) for institutions with total assets of more than $10 billion is 1.5 to 40 basis points.
+Added: Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to
+Added: the DIF in the event of the institution’s failure.
+Added: The assessment range (inclusive of possible adjustments specified by the regulations) for institutions with total assets of more than $10 billion was 1.5 to 40 basis points effective through December 31, 2022.
+Added: The FDIC has the authority to increase insurance assessments and adopted a final rule in October 2022 to increase initial base deposit insurance assessment rates beginning in the first quarterly assessment period of 2023.
+Added: As a result, effective January 1, 2023, assessment rates for institutions of the Bank’s size will range from 3.5 to 42 basis points.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
9 unchanged sentences
Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock, mandatory convertible securities, and subordinated debt.
−Removed: Also included in tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.
−Removed: Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity tier 1 capital (including unrealized gains and losses on available-for-sale-securities).
+Added: Also included in tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of accumulated other comprehensive income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.
+Added: Institutions that have not exercised the AOCI opt-out, (Dime has exercised), have AOCI incorporated into common equity tier 1 capital (including unrealized gains and losses on available-for-sale-securities).
Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
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In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines.
−Removed: The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.
+Added: The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive
+Added: when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal shareholder.
On April 26, 2016, the federal regulatory agencies approved a second proposed joint rulemaking to implement Section 956 of the Dodd-Frank Act, which prohibits incentive-based compensation that encourages inappropriate risk taking.
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Dividends exceeding those amounts require application to and approval by the NYSDFS and FRB.
−Removed: In addition, a member bank may be limited in paying cash dividends if it does not maintain the capital conservation buffer described previously.
+Added: In addition, a member bank may be limited in paying cash dividends if it does not maintain the capital conservation buffer described previously under “Capitalization.”
Pursuant to FDIC regulations , the Bank is required to maintain sufficient liquidity to ensure its safe and sound operation.
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In reviewing applications seeking approval of merger and acquisition transactions, the FDIC will consider, among other factors, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S.
−Removed: banking or financial system, the applicant’s performance record under the CRA (see “Community Reinvestment”) and its compliance with fair housing and other consumer protection laws and the effectiveness of the subject organizations in combating money laundering activities.
+Added: financial system, the applicant’s performance record under the CRA (see “Community Reinvestment”) and its compliance with fair housing and other consumer protection laws and the effectiveness of the subject organizations in combating money laundering activities.
Privacy and Security Protection
23 unchanged sentences
In January 2020, the FDIC issued a “Statement on Heightened Cybersecurity Risk” to remind regulated institutions of sound cybersecurity risk management principles.
+Added: In addition, in November 2021, the federal banking agencies published a final rule that, among other things, requires banking organizations to notify their primary federal regulator as soon as possible and no later than 36 hours after the discovery of a “computer-security incident” that rises to the level of a “notification incident” within the meaning attributed to those terms by the final rule.
The Company will continue to monitor any developments related to these proposed rulemakings as part of its ongoing cyber risk management.
4 unchanged sentences
An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank.
−Removed: A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated as an affiliate of the bank for the purposes of Sections 23A and 23B;
+Added: A subsidiary of a bank that is not also a depository institution or a “financial subsidiary” under federal law is not treated
+Added: as an affiliate of the bank for the purposes of Sections 23A and 23B;
however, the FRB has the discretion to treat subsidiaries of a bank as affiliates on a case-by-case basis.
19 unchanged sentences
The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.
−Removed: The CRA requires the FRB, in connection with its examination of the Bank, to
−Removed: assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank.
+Added: The CRA requires the FRB, in connection with its examination of the Bank, to assess its record of meeting the credit needs of its community and to take that record into account in its evaluation of certain applications by the Bank.
For example, the regulations specify that a bank’s CRA performance will be considered in its expansion (e.g., branching or mergers) proposals and may be the basis for approving, denying or conditioning the approval of an application.
−Removed: As of the date of its most recent CRA examination, which was conducted by the Federal Reserve Bank of New York and the NYSDFS, the Bank’s CRA performance was rated “Satisfactory”.
+Added: On May 5, 2022, the Federal Reserve Board and the Federal Deposit Insurance Corporation released a notice of propose rulemaking to strengthen and modernize the CRA regulations and framework.
+Added: As of the date
+Added: of its most recent CRA examination, which was conducted by the Federal Reserve Bank of New York and the NYSDFS, the Bank’s CRA performance was rated “Outstanding”.
New York law imposes a similar obligation on the Bank to serve the credit needs of its community.
22 unchanged sentences
FRB policy is that a bank holding company should pay cash dividends only to the extent that the company’s net income is sufficient to fund the dividends and the prospective rate of earnings retention is consistent with the company’s capital needs, asset quality and overall financial condition.
−Removed: In addition, FRB guidance sets forth the supervisory expectation that bank holding companies will inform and consult with FRB staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the FRB and should eliminate, defer or significantly reduce dividends if (i) net income
−Removed: available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
+Added: In addition, FRB guidance sets forth the supervisory expectation that bank holding companies will inform and consult with FRB staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the FRB and should eliminate, defer or significantly reduce dividends if (i) net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends, (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition, or (iii) the bank holding company will not meet, or
+Added: is in danger of not meeting, its minimum regulatory capital adequacy ratios.
Moreover, the guidance indicates that a bank holding company should notify the FRB in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the organization’s capital structure.
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Such requests may be directed to Dime Community Bancshares, Inc., Investor Relations, 898 Veterans Memorial Highway, Suite 560, Hauppauge, NY 11788, (631) 537-1000.
+Added: Information on our website is not incorporated by reference and is not a part of this annual report on Form 10-K.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.