8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 16, 2017

DIME COMMUNITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27782	11-3297463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Cadman Plaza West, 8^th Floor, Brooklyn, New York 11201

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:           (718) 782-6200

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of1934.

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

On May 16, 2017, management of Dime Community Bancshares, Inc. provided a financial presentation to investors. A copy of the presentation is attached as Exhibit 99.1.

Dime Community Bancshares, Inc. does not intend for this Item 7.01 or Exhibit 99.1 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated into its filings under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

 99.1 Financial presentation made to investors on May 16, 2017.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.

	DIME COMMUNITY BANCSHARES, INC.
By:	/s/ MICHAEL PUCELLA
	Michael Pucella
	Executive Vice President and Chief Accounting Officer (Principal Financial Officer)
Dated:  May 16, 2017

INDEX TO EXHIBITS

Exhibit Number

      99.1 Financial presentation made to investors on May 16, 2017.

EX-99.1

Exhibit 99.1

 Investor PresentationMay 2017  DIME COMMUNITY BANCSHARES, INC(NASDAQ: DCOM) 

 PROFILE  2  Founded as The Dime Savings Bank of Williamsburgh in 1864; converted to public ownership in 199627 branches in Kings, Queens, Nassau and BronxHistorically, Dime has specialized in lending against New York City multifamily propertiesMainly pre-WWII, rent-regulated buildingsStrong legacy relationships with NYC brokers/borrowers; consistently ranked amongst Top 5 Multi-family lenders 2007-2016 annual avg. NCOs / loans of 0.10%Launched a new Business Banking division in Q1 2017Nationwide brand recognition as a result of Dime’s iconic logo, longevity and authenticityHeadquartered in Brooklyn HeightsMarket Capitalization: $769M (as of May 10th 2017)  Descriptive Highlights  Historical Financials  (1) Includes $37M gain from real estate sale and $11M expense associated with ESOP acquisition 

 INVESTMENT HIGHLIGHTS  3  Significant scarcity valueKey investments have already been made to improve franchiseNewly launched Business Banking group gaining significant tractionDeposit franchise has been growing robustlyExcellent stewards of capitalPotential benefit from Corporate Tax ReformWill never compromise on core foundational strengths: low expenses and low credit costs 

 1. Significant Scarcity Value  4  Brooklyn  Nassau  Queens  Dime is Brooklyn’s pre-eminent community bankBrooklyn is the 2nd most densely populated county in the country (after Manhattan)Brooklyn is also one of the fastest growing population centers for millennials Dime is the only community bank with ~$1B of deposits in all 3 of its primary countiesNassau (ranks #11 by population density) and Queens (#4 by population density) are also very attractive banking markets  Note: Deposit market share analysis by county from SNL Financial. Dime also has 1 branch in Bronx county.(1) Ranking amongst “Community Banks”. Community Banks defined as institutions with <$10B of total assets  (1)  (1)  (1)  We have unique brand recognition and the opportunity to become the dominant bank in our markets 

 2. Key Investments Have Already Been Made  5  Executive management team has been significantly bolsteredOver LTM hired a new: Chief Administrative Officer, Head of Human Resources, Chief Retail Officer, Head of Business Banking, Head of DimeDirect, and TreasurerScaled up IT talent poolCore systems conversion in processOpened 2 new branches (Bedford Avenue and Park Slope) in Q1 2017Successfully launched our online, direct bank initiativeBuilt out human capital programs and more disciplined pay-for-performance programsPivoting brick-and-mortar branches towards small business/professional marketplaceSuccessfully launched Business Banking group  We have accomplished all of the above and still kept our expenses / average assets at an industry-low of ~1.3-1.4%; Q2 non-interest expense is expected to be marginally lower than Q1 2017 

 3. Business Banking Group Gaining Traction  6  In January 2017, Dime hired proven bank executive Stu Lubow to spearhead its Business Banking groupOpportunistic hire capitalizing on local M&A (Community National sale to Bridge Bancorp)Dime effectively created a new business line without putting on any Goodwill/Intangibles, as is customary with an M&A transactionRelationship banking model will compliment Dime’s existing indirect/broker driven platformLubow’s team has access to Dime’s larger balance sheet, iconic brand and support servicesMelville office is now open at 1 Huntington QuadrangleMidtown Manhattan office scheduled to open soon  Description  Stu Lubow - Biography  Banking executive for over 37 yearsPrior to joining Dime, was Chairman, CEO, and President of Community National (sold to Bridge Bancorp in 2015)Previous to that, was Founder, CEO, and President of Community State BankPrior to Community State Bank, held executive positions at Garden State Bank, Dollar Dry Dock Bank, and People's Bank  Q1 Highlights for Business Banking Group  Key future opportunities include: (1) Capitalizing on disruption from the Astoria/Sterling merger(2) Hiring additional high quality relationship banking teams (3) Adding additional scale in SBA Lending   C&I loans grew $28.1MDirectly-sourced CRE loans grew $7.1MBrought in ~$14M of new deposits at an avg. rate of 4bp  Historical Perspective – Community National’s Balance Sheet   12/31/05 12/31/10 3/31/15Assets $92M $477M $951MDeposits $64M $360M $825MNon-Interest % N/A 18.5% 27.2%Total Loans $52M $332M $782MC&I Loans % 0.3% 24.4% 22.6%CRE Loans % 30.9% 29.5% 42.0% 

 4. Deposit Franchise Has Been Growing Robustly  7  Cumulative Growth in Deposits / Share Over Last 5 Years (Q1 2012-Q1 2017)  At 3/31/12                      Deposits  $2,387  $3,170  $1,153  $1,561  $1,680  $1,412  $5,195  $22,941  $2,288  $1,202  Shares (M)  35.2  30.9  16.3  20.0  18.6  8.9  60.2  439.1  28.3  8.5  Deposits / Share  $67.87  $102.53  $70.63  $78.21  $90.38  $159.11  $86.32  $52.24  $80.82  $141.92                        At 3/31/17                      Deposits  $4,508  $4,411  $3,355  $2,748  $4,199  $3,431  $6,530  $28,727  $4,293  $2,983  Shares (M)  37.6  28.8  32.0  23.9  32.5  17.6  66.4  489.0  47.4  19.7  Deposits / Share  $120.00  $153.09  $104.84  $114.95  $129.33  $195.15  $98.41  $58.75  $90.67  $151.43  Over the last 5 years, Dime has demonstrated its ability to grow deposits organically 

 5. Excellent Stewards of Capital  8  Capital creation (and return) over last 5 Years    We rank amongst the top-end of our peers in terms of growing TBV per share and paying dividends; given the high level of insider and ESOP ownership, we have an “owner-operated” mentality   Source: SNL Financial  Dime has historically generated sufficient capital to support organic growth; during the financial crisis of 2008, we did NOT take TARP 

 6. Potential Benefit from Corporate Tax Reform  9  Reported Effective Tax Rate for Q1 2017  Source: SNL Financial. Does not adjust for any one-time items                      1.20%  1.35%  1.34%  1.20%  1.38%  1.14%  1.53%  1.34%  1.33%  1.21%                      Q1 2017ReportedPTX ROA 

 7. Will Never Compromise on Core Foundational Strengths  10  Committed to being the Lowest-Cost Operator  Committed to maintaining a Conservative Credit Culture  Note: Peers include : Bridge, ConnectOne, First of Long Island, Flushing, Lakeland, New York Community, OceanFirst, Peapack, and Provident. Data in the charts represent median values. Dime’s expenses exclude one-time items  Expenses / Average Assets      Peers  Dime  NCOs / Average Loans 

 Q1 2017 Financial Highlights  11  Q1 2017 EPS of $0.30; TBV per share grew to $13.92, a 5.6% y-o-y increaseReal estate loans grew 6.3% (annualized) on a linked quarter basis and 13.2% over the first quarter of 2016Successfully launched our Business Banking division, with C&I loans growing $28.1M and direct-sourced CRE loans growing $7.1M at March 31st 2017Deposits grew 10.3% (annualized) on a linked quarter basis and 31.1% over Q1 2016Loans/Deposits ratio declined to 127.6%Non-interest expense / average assets of 1.38%NIM of 2.57% for the quarter versus 2.67% for Q4 2016Excluding income from prepayment activity, NIM was 2.48% for the quarter, unchanged from Q4 2016Continued strong credit quality, with NPLs / Loans of only 7 bpOpened 2 new branches – Bedford Avenue and Park Slope; in addition, Business Banking division’s Long Island office is now open and midtown Manhattan office scheduled to open soon 

 FORWARD OUTLOOK  12  As of date of Q1 earnings release (April 27th):Outstanding real estate loan commitments of $155M at an average rate of 3.86%Includes $35.9M from Business Banking group at an interest rate of 4.60%C&I pipeline totaled $41.3M, at an average interest rate of 4.54%Balance sheet growth objective for FY 2017 of ~10%Continued preference for utilizing retail deposits for most of the funding needsFunding costs are expected to remain near current historically low levelsProvisions will be driven by loan portfolio growthNon-Interest Expense of approximately $20.5M Versus reported Q1 expenses of $20.8MSale of Williamsburg branch office now expected to close during Q3 2017  Q2 Guidance  3 Year Goals  Base case organic annual growth in Balance Sheet of ~$500MC&I and directly-sourced CRE loans to constitute a larger portion of the loan portfolioTake advantage of disruptions in the local marketplace by hiring high quality relationship lendersIncrease lower cost commercial depositsLeverage the unique brand recognition we have by pivoting our branches towards serving small businessesPrudently manage our expense base; focused on remaining the lowest-cost operatorEfforts to generate additional fee income underway; SBA lender already hiredOpportunistic M&A, focused on targets that improve our deposit funding and generate fee income; acquisition of high quality talent is always importantWork tirelessly towards achieving a 1% ROA 

 Rankings from SNL Financial  13  Source: SNL Financial: “The best of the biggest public thrifts”. Table above only shows the top 30 companies in the rankings. (1) Score based on a scale of -200 to 200. Analysis limited to the 50 largest thrifts by total assets at December 31st 2016, trading on the Nasdaq, NYSE or NYSE MKT. Companies ranked according to six weighted metrics: ROAA (20%), ROATCE (20%), Efficiency Ratio (20%), TBV per share median 3-year growth (20%), NCOs / Average Loans (10%) and NPLs / Loans (10%)  DIME RANKS #3 Amongst the 50 Largest Publically Traded Thrifts in 2016 

 VISIONWhere is the company headed?  14  Our vision is to be a highly profitable, cost efficient, technology-driven community commercial bank with diverse, reliable sources of income;to be an aggregator of additional financial service companies;to be the company of choice for clients, an employer of choice for individuals, and an investment of choice for investors. 

   15  Appendix 

 16  Repricing Loans 

   17  Loan Portfolio Yieldsamong selected local peers  Institution Name   Q1 2017Loan Yield (%)  MRQ Reported Texas Ratio  Bridge Bancorp  4.51  1.5  Sterling Bancorp  4.48  8.2  ConnectOne  4.38  21.6  OceanFirst  4.36  11.7  Lakeland Bancorp  4.20  6.7  TrustCo Bank  4.19  8.6  Flushing Financial  4.18  7.6  Oritani Financial  3.95  1.9   - MEDIAN YIELD -  3.95    Northfield Bancorp  3.95  4.6  Provident Financial  3.89  9.0  Customers Bancorp  3.84  5.2  Kearny Financial  3.73  2.5  Dime Community  3.55  2.7  Peapack-Gladstone  3.53  7.3  First of Long Island  3.50  0.9  Astoria Financial  3.45  16.7  Relationship banking and diversification of loan products is expected to improve loan portfolio yield relative to peers  As of date of Q1 earnings release (April 27th), the bank had outstanding real estate commitments of $155M at an average interest rate of 3.86% and a C&I pipeline totaling $41.3M at an average interest rate of 4.54% 

   18     DEC 2013   DEC 2014   DEC 2015   DEC 2016  3-year growth rate              Includes prepayment fee income:   _________   _________   _________   _________    GROSS REVENUE   $ 182,565    $ 180,390    $ 182,134    $ 203,255   11%   growth    -1%  1%  12%                NET (OPERATING) REVENUE   $ 135,595    $ 131,974    $ 135,907    $ 151,114   11%  `    -3%  3%  11%                CORE OPERATING EXPENSES   $ 62,692    $ 61,076    $ 65,887    $ 72,512   16%   growth    -3%  8%  10%                Excludes prepayment fee income:   _________   _________   _________   _________    GROSS REV less PREPAY INC   $ 169,170    $ 166,372    $ 170,821    $ 194,295   15%   growth    -2%  3%  14%                NET (OP) REV less PREPAY   $ 122,200    $ 117,956    $ 124,594    $ 142,154   16%   growth    -3%  6%  14%                CORE OPERATING EXPENSES   $ 62,692    $ 61,076    $ 65,887    $ 72,512   16%   growth    -3%  8%  10%                            SUPPLEMENTAL DATA:                             PREPAYMENT FEE INCOME   $ 13,395    $ 14,018    $ 11,313    $ 8,960   -33%   growth    5%  -19%  -21%                OPERATING EXP/AVG ASSETS  1.57%  1.42%  1.41%  1.31%                EFFICIENCY RATIO  46.2%  46.3%  48.0%  47.9%    OPERATING EFFICIENCY“Best in Class” Efficiency Ratio      OpEx has outpaced revenue growth over three years, however calendar 2016 tells a different story.  When volatile prepayment fee income is excluded, revenue kept pace with OpEx growth over 3 years.  OpEx as a percent of average assets continues to decline. 

   19  Forward-Looking Statements  This presentation contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may be identified by use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "seek," "may," "outlook," "plan," "potential," "predict," "project," "should," "will," "would" and similar terms and phrases, including references to assumptions.Forward-looking statements are based upon various assumptions and analyses made by Dime Community Bancshares, Inc. (the "Holding Company," and 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. These factors include, without limitation, the following:the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the Company’s control;there may be increases in competitive pressure among financial institutions or from non-financial institutions;the 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 adversely 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 may adversely affect the Company's business or financial condition;general economic conditions, 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 less favorable than the Company currently anticipates;legislation or regulatory changes may adversely affect the Company’s business;technological changes may be more difficult or expensive than the Company anticipates;success or consummation of new business initiatives 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; andThe risks referred to in the section entitled "Risk Factors."The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.