What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-28 · 32 added, 36 removed, 193 unchanged (26% of the section changed)

49 unchanged sentences

Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Financial Condition

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

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We have audited the accompanying consolidated statements of financial condition of Dime Community Bancshares, Inc.

and Subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").

and Subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework:

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Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses for Loans – Qualitative Factors

As described in Notes 1 and 5 to the financial statements, the Company estimates expected credit losses for its financial assets carried at amortized cost utilizing the current expected credit loss (“CECL”) methodology.

At December 31, 2022, the allowance for credit losses (the “ACL”) on the overall loan portfolio was $83.5 million.

In determining the ACL related to loans that are collectively evaluated, expected credit losses are determined by calculating a loss percentage by loan segment, or pool.

In determining the allowance for credit losses (“ACL”) related to loans that are collectively evaluated, expected credit losses are determined by calculating a loss percentage by loan segment, or pool.

Management estimates the allowance for credit losses on each loan pool using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.

Historically observed credit loss experience of peer banks within the Company’s geography, adjusted for prepayment and curtailment assumptions as well as macro-economic variables, provide the basis for the estimation of quantitatively modeled expected credit losses on similar loan pools.

Historically observed credit loss experience of peer banks within the Company’s geography, adjusted for prepayment and curtailment assumptions as well as reasonable and supportable forecasts, provide the basis for the estimation of quantitatively modeled expected credit losses on similar loan pools.

The quantitative results of the modeling are then adjusted using qualitative factors.

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(5) the volume and severity of past due loans;

(6) the quality of our loan review system;

(6) the quality of the loan review system;

(7) the value of underlying collateral for collateralized loans;

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and (9) the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

A significant amount of judgment is required to assess the reasonableness of the qualitative factors.

Further, changes to these factors could have a material effect on the Company’s financial results.

The qualitative factors contribute significantly to the determination of the ACL related to loans that share similar risk characteristics.

A significant amount of management judgment is required to assess the reasonableness of the qualitative factors.

The qualitative factors contribute to the determination of the ACL related to loans that share similar risk characteristics.

We identified the assessment of qualitative factors as a critical audit matter because auditing management’s estimate required especially subjective auditor judgment.

The primary procedures we performed to address this critical audit matter included testing the effectiveness of controls over the evaluation of the qualitative factors and substantively testing management’s process related to the assessment of qualitative factors.

The testing of the effectiveness of controls over the evaluation of qualitative factors involved controls addressing management’s review and approval of the qualitative factors, including significant assumptions and judgments made and the relevance and reliability of data used as the basis for those judgments.

The substantive testing of management’s process related to the assessment of qualitative factors, including evaluating management’s judgments and significant assumptions used in the assessment of qualitative factors, involved evaluation of the reasonableness of management’s judgments related to qualitative factors to determine if they are calculated to conform with management’s policies.

The primary procedures we performed to address this critical audit matter were comprised of testing management’s process and controls related to the determination of qualitative factor adjustments, which included (i) testing the design and operating effectiveness of controls over the review and approval of qualitative factors, including significant assumptions and judgments made in those determinations, (ii) testing the relevance and reliability of data used as the basis for qualitative factors, and (iii) evaluating the reasonableness of management’s judgments and significant assumptions used in the assessment of qualitative factors, including determining that they are calculated to conform with management’s policies.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed February 2, 2021 (SEC File No.

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed February 1, 2021 (SEC File No.

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed December 21, 2023 (SEC File No.

Description of the Registrant’s Securities

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First Supplemental Indenture, May 6, 2022, between the Registrant and Wilmington Trust National Association, as Trustee, including the form of 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K, filed May 6, 2022 (SEC File No.

Form of Employment Agreement entered into with Kevin M.

O’Connor, Stuart H.

Form of Employment Agreement entered into with Stuart H.

Lubow, Avinash Reddy and Conrad J.

1 unchanged sentence

1 to the Registrant’s Registration Statement on Form S-4, filed October 15, 2020 (File No.

Form of Amendment to Employment Agreement entered into with Kevin M.

O’Connor, Stuart H.

Form of Amendment to Employment Agreement entered into with Stuart H.

Lubow, Avinash Reddy and Conrad J.

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and Patricia M.

Schaubeck (incorporated by reference to Exhibit 10.4 to Registrant’s Annual Report on Form 10-K, filed February 28, 2023 (File No.

Amendments One and Two to the Change in Control Employment Agreement between Dime Community Bancshares, Inc.

and Patricia M.

Form of Retention and Award Agreement entered into with Kevin M.

O’Connor, Stuart H.

Schaubeck (incorporated by reference 10.5 to Registrant’s Annual Report on Form 10-K, filed February 28, 2023 (File No.

Form of Retention and Award Agreement entered into with Stuart H.

Lubow, Avinash Reddy and Conrad J.

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1 to the Registrant’s Registration Statement on Form S-4, filed October 15, 2020 (File No.

Form of Defense of Tax Position Agreement entered into with Kevin M.

O’Connor, Kenneth J.

Form of Defense of Tax Position Agreement entered into with Kenneth J.

Mahon, Stuart H.

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Amendment One to the Dime Community Bancshares, Inc.

2021 Equity Incentive Plan

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K, filed February 28, 2023 (File No.

Dime Community Bancshares, Inc.

4 unchanged sentences

001-34096, filed April 1, 2019)

2012 Stock-Based Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement, File No.

001-34096, filed April 2, 2012)

Bridge Bancorp, Inc.

Employee Stock Purchase Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement, filed April 2, 2018 (SEC File No.

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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) and 18 U.S.C.

Dime Community Bancshares, Inc.

Clawback Policy

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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February 22, 2024

Chief Executive Officer

/s/ Stuart H.

President and Chief Executive Officer

February 22, 2024

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February 22, 2024

/s/ Marcia Z.

February 22, 2024

4 unchanged sentences

February 22, 2024

/s/ Judith H.

February 22, 2024

/s/ Matthew A.

February 22, 2024

/s/ Stuart H.

February 22, 2024

/s/ Albert E.

2 unchanged sentences

February 22, 2024

February 28, 2023

/s/ Joseph J.

4 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures