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| · PART I |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 14 |
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| Item 1B. | Unresolved Staff Comments | 21 |
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| Item 1C. | Cybersecurity | 21 |
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| Item 2. | Properties | 23 |
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| Item 3. | Legal Proceedings | 23 |
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| Item 4. | Mine Safety Disclosures | 23 |
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| | PART II | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 24 |
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| Item 6. | [Reserved] | 25 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 42 |
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| Item 8. | Financial Statements and Supplementary Data | 45 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 104 |
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| Item 9A. | Controls and Procedures | 104 |
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| Item 9B. | Other Information | 104 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 104 |
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| | PART III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 105 |
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| Item 11. | Executive Compensation | 105 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 105 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 105 |
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| Item 14. | Principal Accounting Fees and Services | 105 |
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| | PART IV | |
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| Item 15. | Exhibits, Financial Statement Schedules | 106 |
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| | Signatures | 113 |
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Cautionary Note Regarding Forward-Looking Statements
This report contains statements relating to our future results (including certain projections and business trends) that are considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of our management. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variations of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and results of operations and our business, including earnings growth; revenue growth in retail banking, lending and other areas; origination volume in the consumer, commercial and other lending businesses; current and future capital management programs; non-interest income levels, including fees from the title insurance subsidiary and banking services as well as product sales; tangible capital generation; market share; expense levels; and other business operations and strategies. We claim the protection of the safe harbor for forward-looking statements contained in the PSLRA.
Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. together with its direct and indirect subsidiaries, (the “Company”) in light of management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond the Company’s control) that could cause actual conditions or results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, you should not place undue reliance on such statements. These factors include, without limitation, the following:
| ● | there may be increases in competitive pressure among financial institutions or from non-financial institutions; |
| ● | inflation and fluctuation in market interest rates may affect demand for our products, operating costs, interest margins and the fair value of financial instruments; |
| ● | our net interest margin is subject to material short-term fluctuation based upon market rates; |
| ● | changes in deposit flows, loan demand or real estate values may affect the business of Dime Community Bank (the “Bank”); |
| ● | changes in accounting principles, policies or guidelines may cause the Company’s financial condition to be perceived differently; |
| ● | changes in corporate and/or individual income tax laws or policies may adversely affect the Company’s business or financial condition or results of operations; |
| ● | socio-economic conditions, including conditions caused by the COVID-19 pandemic and any other public health emergency, international conflict, inflation, and recessionary pressures, either nationally or locally in some or all areas in which the Company conducts business, or conditions in the securities markets or the banking industry, may be different than the Company currently anticipates and may adversely affect our customers, financials results and operations; |
| ● | legislative, regulatory or policy changes may adversely affect the Company’s business or results of operations; |
| ● | technological changes may be more difficult or expensive than the Company anticipates; |
| ● | the Company may experiences breaches or failures of its information technology security systems; |
| ● | success or consummation of new business initiatives or the integration of any acquired entities may be more difficult or expensive than the Company anticipates; |
| ● | litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than the Company anticipates; and |
| ● | the Company may be subject to other risks, as enumerated under Item 1A. Risk Factors in this Annual Report on Form 10-K and in quarterly and other reports filed by us with the Securities and Exchange Commission. |
The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.
