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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 | 22 |
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| Item 1C. | Cybersecurity | 22 |
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| Item 2. | Properties | 24 |
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| Item 3. | Legal Proceedings | 24 |
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| Item 4. | Mine Safety Disclosures | 24 |
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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 | 25 |
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| Item 6. | [Reserved] | 26 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 44 |
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| Item 8. | Financial Statements and Supplementary Data | 47 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 100 |
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| Item 9A. | Controls and Procedures | 100 |
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| Item 9B. | Other Information | 100 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 101 |
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| | PART III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 102 |
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| Item 11. | Executive Compensation | 102 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 102 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 102 |
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| Item 14. | Principal Accounting Fees and Services | 102 |
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| | PART IV | |
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| Item 15. | Exhibits, Financial Statement Schedules | 103 |
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| | Signatures | 109 |
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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, asset quality, 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:
| ● | increases in competitive pressure among financial institutions or from non-financial institutions; |
| ● | inflation and fluctuation in market interest rates, which may affect demand for our products, 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 or composition, loan demand or real estate values; |
| ● | changes in the quality and composition of our loan or investment portfolios or unanticipated or significant increases in loan losses; |
| ● | changes in accounting principles, policies or guidelines; |
| ● | changes in corporate and/or individual income tax laws or policies; |
| ● | general socio-economic conditions, including conditions caused by public health emergencies, 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; |
| ● | legislative, regulatory or policy changes, including any changes in the monetary policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; |
| ● | the imposition of tariffs and the responses of third parties thereto, which may increase inflationary pressures; |
| ● | changes in distribution of federal funds or freezing of federal funding or grants, which could have an adverse effect on the ability of consumers and businesses to pay debts or affect the demand for loans and deposits; |
| ● | the impact of any federal government shutdown, including our ability to effect sales of Small Business Administration (“SBA”) loans; |
| ● | breaches or failures of the company’s information technology security systems; |
| ● | our ability to successfully execute strategic plans; |
| ● | the success of new business initiatives or the integration of any acquired entities; |
| ● | difficulties or unanticipated expenses incurred in the consummation of new business initiatives or the integration of any acquired entities; |
| ● | litigation or other matters before federal bank regulatory agencies (“Agencies”); |
| ● | 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 (“SEC”); and/or |
| ● | other unexpected material adverse changes in our financial condition, operations or earnings. |
The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.
