UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 Commission file number 000-24272 FLUSHING FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 11-3209278 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 144-51 Northern Boulevard, Flushing, New York 11354 (Address of principal executive offices) (718) 961-5400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.01 par value. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. __X__ Yes ____No The number of shares of the registrant's Common Stock outstanding as of July 26, 2000 was 9,402,179.
TABLE OF CONTENTS PAGE PART I - FINANCIAL INFORMATION - -------------------------------- ITEM 1. Financial Statements Consolidated Statements of Financial Condition ....................... 1 Consolidated Statements of Operations and Comprehensive Income ....... 2 Consolidated Statements of Cash Flows ................................ 3 Consolidated Statements of Changes in Stockholders' Equity ........... 4 Notes to Consolidated Statements ..................................... 5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............................................ 6 ITEM 3. Qualitative and Quantitative Disclosures About Market Risk ....... 18 PART II. -- OTHER INFORMATION - ------------------------------ ITEM 1. Legal Proceedings ................................................ 18 ITEM 2. Changes in Securities ............................................ 18 ITEM 3. Defaults Upon Senior Securities .................................. 18 ITEM 4. Submission of Matters To A Vote of Security Holders .............. 18 ITEM 5. Other Information ................................................ 19 ITEM 6. Exhibits and Reports on Form 8-K ................................. 19 SIGNATURES ................................................................ 20 EXHIBITS .................................................................. 21 i
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Consolidated Statements of Financial Condition <TABLE> <CAPTION> (Dollars in thousands, except share data) June 30, 2000 December 31, 1999 ========================================================================================================================= <S> <C> <C> ASSETS (Unaudited) Cash and due from banks $ 9,665 $ 29,059 Federal funds sold and overnight interest-earning deposits 5,270 5,875 Securities available for sale: Mortgage-backed securities 264,775 269,022 Other securities 15,929 15,994 Loans: 1-4 Family residential mortgage loans 454,245 414,194 Multi-family mortgage loans 331,053 310,594 Commercial real estate loans 154,915 137,072 Co-operative apartment loans 8,458 8,926 Construction loans 8,081 6,198 Small Business Administration loans 4,321 2,369 Consumer and other loans 3,077 3,379 Net unamortized premiums and unearned loan fees 282 (28) Allowance for loan losses (6,720) (6,818) ------------------- ------------------- Net loans 957,712 875,886 Interest and dividends receivable 7,414 6,812 Real estate owned, net 191 368 Bank premises and equipment, net 6,489 6,202 Federal Home Loan Bank of New York stock 24,434 22,592 Goodwill 4,455 4,638 Other assets 12,779 13,081 ------------------- ------------------- Total assets $ 1,309,113 $ 1,249,529 =================== =================== LIABILITIES Due to depositors: Non-interest bearing $ 23,700 $ 20,490 Interest-bearing 647,577 635,428 Mortgagors' escrow deposits 11,468 11,023 Borrowed funds 493,369 451,831 Other liabilities 12,809 12,581 ------------------- ------------------- Total liabilities 1,188,923 1,131,353 ------------------- ------------------- STOCKHOLDERS' EQUITY Preferred stock ($0.01 par value; 5,000,000 shares authorized) -- -- Common stock ($0.01 par value; 20,000,000 shares authorized; 11,355,678 114 114 shares issued; 9,422,244 and 9,725,971 shares outstanding at June 30, 2000 and December 31, 1999, respectively) Additional paid-in capital 76,092 75,952 Treasury stock (1,933,434 and 1,629,707 shares at June 30, 2000 and (29,441) (25,308) December 31, 1999, respectively) Unearned compensation (8,483) (9,142) Retained earnings 85,891 81,056 Accumulated other comprehensive income: Net unrealized loss on securities available for sale, net of taxes (3,983) (4,496) ------------------- ------------------- Total stockholders' equity 120,190 118,176 ------------------- ------------------- Total liabilities and stockholders' equity $ 1,309,113 $ 1,249,529 =================== =================== <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> </TABLE> -1-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income <TABLE> <CAPTION> For the three months For the six months ended June 30, ended June 30, --------------------------- --------------------------- (In thousands, except per share data) 2000 1999 2000 1999 ========================================================================================================================== <S> <C> <C> <C> <C> INTEREST AND DIVIDEND INCOME (Unaudited) Interest and fees on loans $ 18,883 $ 16,462 $ 36,919 $ 32,353 Interest and dividends on securities: Interest 5,066 4,810 10,057 9,442 Dividends 66 57 133 115 Other interest income 138 129 320 304 ------------- ------------- ------------- ------------- Total interest and dividend income 24,153 21,458 47,429 42,214 ------------- ------------- ------------- ------------- INTEREST EXPENSE Deposits 6,712 6,162 13,132 12,381 Other interest expense 7,254 5,290 13,954 10,357 ------------- ------------- ------------- ------------- Total interest expense 13,966 11,452 27,086 22,738 ------------- ------------- ------------- ------------- NET INTEREST INCOME 10,187 10,006 20,343 19,476 Provision for loan losses -- 12 -- 36 ------------- ------------- ------------- ------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,187 9,994 20,343 19,440 ------------- ------------- ------------- ------------- NON-INTEREST INCOME Other fee income 488 496 1,012 954 Net gain on sales of securities and loans 1 25 36 145 Other income 476 398 993 810 ------------- ------------- ------------- ------------- Total non-interest income 965 919 2,041 1,909 ------------- ------------- ------------- ------------- NON-INTEREST EXPENSE Salaries and employee benefits 3,079 2,820 6,033 5,604 Occupancy and equipment 529 429 1,046 942 Professional services 579 654 1,171 1,250 Data processing 310 295 641 591 Depreciation and amortization 266 258 530 514 Other operating expenses 1,187 1,240 2,277 2,401 ------------- ------------- ------------- ------------- Total non-interest expense 5,950 5,696 11,698 11,302 ------------- ------------- ------------- ------------- INCOME BEFORE INCOME TAXES 5,202 5,217 10,686 10,047 ------------- ------------- ------------- ------------- Provision for income taxes Federal 1,578 1,611 3,253 3,121 State and local 399 396 808 697 ------------- ------------- ------------- ------------- Total taxes 1,977 2,007 4,061 3,818 ------------- ------------- ------------- ------------- NET INCOME $ 3,225 $ 3,210 $ 6,625 $ 6,229 ============= ============= ============= ============= OTHER COMPREHENSIVE INCOME, NET OF TAX UNREALIZED (LOSSES) GAINS ON SECURITIES: Unrealized holding (losses) gains arising during period $ 350 $ (2,502) $ 513 $ (2,921) Less: reclassification adjustments for gains included in income -- -- -- (35) ------------- ------------- ------------- ------------- Net unrealized holding (losses) gains 350 (2,502) 513 (2,956) ------------- ------------- ------------- ------------- COMPREHENSIVE NET INCOME $ 3,575 $ 708 $ 7,138 $ 3,273 ============= ============= ============= ============= Basic earnings per share $0.38 $0.35 $0.78 $0.67 Diluted earnings per share $0.38 $0.34 $0.77 $0.65 <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> </TABLE> -2-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Consolidated Statements of Cash Flows <TABLE> <CAPTION> For the six months ended June 30, ---------------------------------------- (In thousands) 2000 1999 ========================================================================================================================= (Unaudited) <S> <C> <C> OPERATING ACTIVITIES Net income $ 6,625 $ 6,229 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses -- 36 Depreciation and amortization of bank premises and equipment 530 514 Amortization of goodwill 183 183 Net gain on sales of securities -- (64) Net gain on sales of loans (36) (81) Net (gain) loss on sales of real estate owned (126) 10 Amortization of unearned premium, net of accretion of unearned discount 663 1,426 Amortization of deferred income (392) (640) Deferred income tax provision (benefit) 323 (39) Deferred compensation 104 86 Net (decrease) increase in other assets and liabilities (808) 3,267 Unearned compensation 747 618 ------------------- ------------------- Net cash provided by operating activities 7,813 11,545 ------------------- ------------------- INVESTING ACTIVITIES Purchases of bank premises and equipment (817) (220) Purchases of Federal Home Loan Bank shares (1,842) (1,631) Purchases of securities available for sale (12,274) (45,817) Proceeds from sales and calls of securities available for sale -- 7,540 Proceeds from maturities and prepayments of securities available for sale 17,108 57,688 Net originations and repayment of loans (68,087) (50,152) Purchases of loans (13,741) (7,879) Proceeds from sales of real estate owned 494 67 ------------------- ------------------- Net cash used by investing activities (79,159) (40,404) ------------------- ------------------- FINANCING ACTIVITIES Net increase in non-interest bearing deposits 3,210 1,648 Net increase (decrease) in interest-bearing deposits 12,149 (4,915) Net increase in mortgagors' escrow deposits 445 2,099 Net increase in short-term borrowed funds 17,696 10,000 Net increase in long-term borrowed funds 23,842 33,559 Purchases of treasury stock, net (4,267) (10,073) Cash dividends paid (1,728) (1,510) ------------------- ------------------- Net cash provided by financing activities 51,347 30,808 ------------------- ------------------- Net (decrease) increase in cash and cash equivalents (19,999) 1,949 Cash and cash equivalents, beginning of period 34,934 22,734 ------------------- ------------------- Cash and cash equivalents, end of period $ 14,935 $ 24,683 =================== =================== SUPPLEMENTAL CASH FLOW DISCLOSURE Interest paid $ 26,906 $ 22,795 Income taxes paid 3,929 1,773 Non-cash activities: Loans transferred through foreclosure of a related mortgage loan to real estate owned (182) (339) <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> </TABLE> -3-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Unaudited) <TABLE> <CAPTION> For the six months ended (In thousands, except share data) June 30, 2000 =========================================================================================================================== <S> <C> COMMON STOCK Balance, beginning of period $ 114 No activity -- -------------------------------- Balance, end of period $ 114 ================================ ADDITIONAL PAID-IN CAPITAL Balance, beginning of period $ 75,952 Award of shares released from Employee Benefit Trust (2,534 common shares) 16 Tax benefit of unearned compensation 124 -------------------------------- Balance, end of period $ 76,092 ================================ TREASURY STOCK Balance, beginning of period $ (25,308) Purchases of common shares outstanding (299,000 common shares) (4,084) Repurchase of restricted stock awards (22,327 common shares) (319) Restricted stock awards (5,000 common shares) 78 Options exercised (12,600 common shares) 192 -------------------------------- Balance, end of period $ (29,441) ================================ UNEARNED COMPENSATION Balance, beginning of period $ (9,142) Restricted stock award expense 553 Restricted stock awards (5,000 common shares) (72) Release of shares from Employee Benefit Trust (23,090 common shares) 178 -------------------------------- Balance, end of period $ (8,483) ================================ RETAINED EARNINGS Balance, beginning of period $ 81,056 Net income 6,625 Restricted stock awards (5,000 common shares) (6) Options exercised (12,600 common shares) (56) Cash dividends declared and paid (1,728) -------------------------------- Balance, end of period $ 85,891 ================================ ACCUMULATED OTHER COMPREHENSIVE INCOME Balance, beginning of period $ (4,496) Change in net unrealized gain (loss), net of taxes of approximately $437 on securities available for sale 513 -------------------------------- Balance, end of period $ (3,983) ================================ <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> </TABLE> -4-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Notes to Consolidated Financial Statements 1. BASIS OF PRESENTATION The primary business of Flushing Financial Corporation is the operation of its wholly-owned subsidiary, Flushing Savings Bank, FSB (the "Bank"). The consolidated financial statements presented in this Form 10-Q reflect principally the Bank's activities. The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for such periods of Flushing Financial Corporation and Subsidiaries (the "Company"). Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The interim financial information should be read in conjunction with the Company's 1999 Annual Report on Form 10-K. 2. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
3. EARNINGS PER SHARE Basic earnings per share for the three and six month periods ended June 30, 2000 and 1999 was computed by dividing net income by the total weighted average number of common shares outstanding, including only the vested portion of restricted stock awards. Diluted earnings per share includes the additional dilutive effect of stock options outstanding and the unvested portion of restricted stock awards during the period. Earnings per share has been computed based on the following: <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ------------------------ ------------------------- (Amounts in thousands, except per share data) 2000 1999 2000 1999 ========================================================================================================================== <S> <C> <C> <C> <C> Net income $3,225 $3,210 $6,625 $6,229 Divided by: Weighted average common shares outstanding 8,390 9,161 8,451 9,334 Weighted average common stock equivalents 142 169 130 178 Total weighted average common shares & common stock equivalents 8,532 9,330 8,581 9,512 Basic earnings per share $0.38 $0.35 $0.78 $0.67 Diluted earnings per share $0.38 $0.34 $0.77 $0.65 Dividends per share $0.10 $0.08 $0.20 $0.16 Dividend payout ratio 26.32% 23.53% 25.97% 24.62% </TABLE> -5-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations GENERAL Flushing Financial Corporation, a Delaware corporation, was organized in May 1994 to serve as the holding company for Flushing Savings Bank, FSB (the "Bank"), a federally chartered, FDIC insured savings institution, originally organized in 1929. The Bank is a consumer-oriented savings institution and conducts its business through ten banking offices located in Queens, Brooklyn, Manhattan, Bronx and Nassau County. The tenth branch was opened in Flushing, Queens on July 12, 2000. Flushing Financial Corporation's common stock is publicly traded on the Nasdaq National Market under the symbol "FFIC". The following discussion of financial condition and results of operations includes the collective results of Flushing Financial Corporation and the Bank (collectively, the "Company"), but reflects principally the Bank's activities. The Company's principal business is attracting retail deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, primarily in (i) origination and purchases of one-to-four family residential mortgage loans, multi-family income-producing property loans and commercial real estate loans, (ii) mortgage loan surrogates such as mortgage-backed securities; and (iii) U.S. government and federal agency securities, corporate fixed-income securities and other marketable securities. To a lesser extent, the Company originates certain other loans, including construction loans, Small Business Administration loans and other small business loans. The Company's results of operations depend primarily on net interest income, which is the difference between the interest income earned on its loan and securities portfolios, and its cost of funds, consisting primarily of interest paid on deposit accounts and borrowed funds. Net interest income is the result of the Company's interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, and the average balance of interest-earning assets compared to the average balance of interest-bearing liabilities. The Company also generates non-interest income from loan fees, service charges on deposit accounts, mortgage servicing fees, late charges and other fees and net gains and losses on sales of securities and loans. The Company's operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. The Company's results of operations also can be significantly affected by its periodic provision for loan losses and specific provision for losses on real estate owned. Such results also are significantly affected by general economic and competitive conditions, including changes in market interest rates, the strength of the local economy, government policies and actions of regulatory authorities. Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, the factors set forth in the preceding paragraph and elsewhere in this Quarterly Report, and in other documents filed by the Company with the Securities and Exchange Commission from time to time, including, without limitation, the Company's 1999 Annual Report to Shareholders and the SEC Report on Form 10-K for the year ended December 31, 1999. Forward-looking statements may be identified by terms such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "forecasts", "potential" or "continue" or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements -6-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 GENERAL. Net income for the three months ended June 30, 2000 was $3.2 million, the same as that reported for the three months ended June 30, 1999. Earnings per diluted share were $0.38 for the three months ended June 30, 2000, an increase of 11.8% from the $0.34 per diluted share earned in the three months ended June 30, 1999. The return on average assets for the three months ended June 30, 2000 was 1.01% compared to 1.11% for the three months ended June 30, 1999, while the return on average equity for the three months ended June 30, 2000 increased to 11.07% from 10.21% for the three months ended June 30, 1999. INTEREST INCOME. Total interest and dividend income increased $2.7 million, or 12.6%, to $24.2 million for the three months ended June 30, 2000 from $21.5 million for the three months ended June 30, 1999. This increase was primarily the result of a $123.3 million increase in the average earning balances of interest-earning assets for the three months ended June 30, 2000 as compared to the three months ended June 30, 1999. The average balance of mortgage loans, net, increased $139.4 million for the three months ended June 30, 2000 as compared to the three months ended June 30, 1999. This increase was partially offset by $9.9 million, $4.9 million and $2.4 million decreases in the average balances of mortgage-backed securities, other securities and interest-earning deposits and federal funds, respectively, for the three months ended June 30, 2000 compared to the three months ended June 30, 1999. The yield on interest-earning assets improved 10 basis points to 7.85% for the three months ended June 30, 2000 from 7.75% for the three months ended June 30, 1999 due to an increase in the average balance of mortgage loans, which have a higher yield than the yield on total interest earning assets. INTEREST EXPENSE. Interest expense increased $2.5 million, or 22.0%, to $14.0 million for the three months ended June 30, 2000 from $11.5 million for the three months ended June 30, 1999, primarily due to a $133.6 million increase in the average balance of interest-bearing liabilities. This was coupled with a 35 basis point increase in the average cost of interest-bearing liabilities to 4.94% in the three months ended June 30, 2000 from 4.59% in the three months ended June 30, 1999, as certificates of deposit renewed at higher rates, and both the cost of borrowed funds and the average balance of higher costing borrowed funds increased. NET INTEREST INCOME. For the three months ended June 30, 2000, net interest income increased $0.2 million, or 1.8%, to $10.2 million from $10.0 million in the three months ended June 30, 1999, for reasons stated above. The net interest margin declined 30 basis points to 3.31% for the three months ended June 30, 2000 from 3.61% for the three months ended June 30, 1999. PROVISION FOR LOAN LOSSES. There was no provision for loan losses for the three months ended June 30, 2000 as compared to $12,000 for the three months ended June 30, 1999 period. The level of the allowance for loan losses reflects the Bank's evaluation of current economic conditions, the overall trend of non-performing loans in the loan portfolio (see Asset Section), its analysis of specific loan situations, and the size and composition of the loan portfolio. NON-INTEREST INCOME. Total non-interest income increased by 5.0% to $965,000 for the three months ended June 30, 2000 from $919,000 for the three months ended June 30, 1999. The increase is due primarily to an increase in dividends received on FHLB-NY stock. -7-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations NON-INTEREST EXPENSE. Non-interest expense was $6.0 million for the three months ended June 30, 2000, an increase of $254,000, or 4.5%, from that reported for the three months ended June 30, 1999. Management continues to monitor expenditures resulting in efficiency ratios, which exclude distortions from non-recurring items, of 52.7% and 51.3% for the three months ended June 30, 2000 and 1999, respectively. INCOME BEFORE INCOME TAXES. Total income before provision for income taxes was $5.2 million for the three months ended June 30, 2000 and 1999. PROVISION FOR INCOME TAXES. Income tax expense was $2.0 million for the three months ended June 30, 2000 and 1999. COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 GENERAL. Net income for the six months ended June 30, 2000 increased 6.4% to $6.6 million from the $6.2 million reported for the six months ended June 30, 1999. Earnings per diluted share were $0.77 for the six months ended June 30, 2000, an increase of 18.5% from the $0.65 per diluted share earned in the six months ended June 30, 1999. The return on average assets for the six months ended June 30, 2000 was 1.05% compared to 1.09% for the six months ended June 30, 1999, while the return on average equity for the six months ended June 30, 2000 increased to 11.39% from 9.73% for the six months ended June 30, 1999. INTEREST INCOME. Total interest and dividend income increased $5.2 million, or 12.4%, to $47.4 million for the six months ended June 30, 2000 from $42.2 million for the six months ended June 30, 1999. This increase was primarily the result of a $115.7 million increase in the average earning balances of interest-earning assets for the six months ended June 30, 2000 as compared to the six months ended June 30, 1999. The average balance of mortgage loans, net, increased $132.1 million for the six months ended June 30, 2000 as compared to the six months ended June 30, 1999. This increase was partially offset by $14.8 million and $1.9 million decreases in the average balances of mortgage-backed securities and interest-earning deposits and federal funds, respectively, for the six months ended June 30, 2000 compared to the six months ended June 30, 1999. The yield on interest-earning assets improved 12 basis points to 7.84% for the six months ended June 30, 2000 from 7.72% for the six months ended June 30, 1999, primarily due to an increase in the average balance of mortgage loans, which have a higher yield than the yield on total interest earning assets. INTEREST EXPENSE. Interest expense increased $4.4 million, or 19.1%, to $27.1 million for the six months ended June 30, 2000 from $22.7 million for the six months ended June 30, 1999. The average balance of interest-bearing liabilities increased $125.5 million to $1.1 billion for the six months ended June 30, 2000 compared to the six months ended June 30, 1999. In addition, the weighted average cost of interest-bearing liabilities increased 27 basis points to 4.88% for the six months ended June 30, 2000 compared to 4.61% for the six months ended June 30, 1999. The increase in the cost of interest-bearing liabilities is due to certificates of deposit renewing at higher rates, and both the cost of borrowed funds and the average balance of higher costing borrowed funds increasing. NET INTEREST INCOME. For the six months ended June 30, 2000, net interest income increased $0.8 million, or 4.5%, to $20.3 million from $19.5 million in the six months ended June 30, 1999, for reasons stated above. The net interest margin declined 20 basis points to 3.36% for the six months ended June 30, 2000 from 3.56% for the six months ended June 30, 1999. -8-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations PROVISION FOR LOAN LOSSES. There was no provision for loan losses for the six months ended June 30, 2000 compared to $36,000 for the six months ended June 30, 1999. The level of the allowance for loan losses reflects the Bank's evaluation of current economic conditions, the overall trend of non-performing loans in the loan portfolio (see Asset Section), its analysis of specific loan situations, and the size and composition of the loan portfolio. NON-INTEREST INCOME. Total non-interest income increased by 6.9% to $2.0 million for the six months ended June 30, 2000 from $1.9 million for the six months ended June 30, 1999. The increase is due to increases in fee income from mortgage operations and banking services and an increase in dividends received on FHLB-NY stock. NON-INTEREST EXPENSE. Non-interest expense increased by $0.4 million, or 3.5%, to $11.7 million for the six months ended June 30, 2000 as compared to $11.3 million for the six months ended June 30, 1999. Management continues to monitor expenditures resulting in efficiency ratios, which exclude distortions from non-recurring items, of 52.0% for the six months ended June 30, 2000 and 1999. INCOME BEFORE INCOME TAXES. Total income before provision for income taxes increased $0.7 million, or 6.4%, to $10.7 million for the six months ended June 30, 2000 as compared to $10.0 million for the six months ended June 30, 1999 for reasons stated above. PROVISION FOR INCOME TAXES. Income tax expense increased $0.3 million to $4.1 million for the six months ended June 30, 2000 as compared to $3.8 million for the six months ended June 30, 1999. This is due to the $0.7 million increase in income before taxes. FINANCIAL CONDITION ASSETS. Total assets at June 30, 2000 were $1.31 billion, a $60 million increase from December 31, 1999. During the six months ended June 30, 2000, loan originations and purchases were $58.5 million for 1-4 family residential mortgage loans, $37.0 million for multi-family real estate loans, $25.0 million for commercial real estate loans and $2.3 million in construction loans. During the six months ended June 30, 1999, loan originations and purchases were $48.9 million for 1-4 family residential mortgage loans, $50.6 million for multi-family real estate loans, $17.0 million for commercial real estate loans and $5.0 million in construction loans. Total loans, net, increased $81.8 million during the six months ended June 30, 2000 to $957.7 million from $875.9 million at December 31, 1999. As the Company continues to increase its loan portfolio, management continues to adhere to the Bank's strict underwriting standards. As a result, the Company has been able to minimize charge-offs of losses from impaired loans and maintain asset quality. Non-performing assets were $2.2 million at June 30, 2000 compared to $3.6 million at December 31, 1999 and $5.5 million at June 30, 1999. Total non-performing assets as a percentage of total assets were 0.17% at June 30, 2000 compared to 0.29% at December 31, 1999 and 0.46% at June 30, 1999. The ratio of allowance for loan losses to total non-performing loans was 331.66% at June 30, 2000 compared to 213.29% at December 31, 1999 and 135.27% at June 30, 1999. -9-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations LIABILITIES. Total liabilities increased $58 million to $1.19 billion at June 30, 2000 from $1.13 billion at December 31, 1999. The change in total liabilities was due primarily to increases in borrowings and deposits of $41.5 million and $15.4 million, respectively, during the six months ended June 30, 2000. EQUITY. Total stockholders' equity increased $2.0 million to $120.2 million at June 30, 2000 from $118.2 million at December 31, 1999. The increase is primarily due to $6.6 million in net income for the six months ended June 30, 2000 and an improvement of $0.5 million in the net unrealized loss in the market value of securities available for sale, partially offset by $4.1 million in treasury shares purchased through the Company's stock repurchase plans and $1.7 million in cash dividends paid during the six month period. Quarterly dividends per share were increased to $0.10 per share for the first and second quarter of 2000 from $0.08 per share in the fourth quarter of 1999. Book value per share improved to $12.76 per share at June 30, 2000 from $12.15 per share at December 31, 1999 and June 30, 1999. Under its stock repurchase program, the Company repurchased 299,000 shares for the six months ended June 30, 2000, leaving 89,945 shares to be repurchased under the current stock repurchase program. LIQUIDITY. The Bank, as a federal savings bank, is subject to Office of Thrift Supervision ("OTS") guidelines regarding liquidity requirements. Pursuant to these requirements, the Bank is required to maintain an average daily balance of liquid assets (cash and certain securities with detailed maturity limitations and marketability requirements) equal to a monthly average of not less than a specified percentage of its net withdrawable deposit accounts plus short-term borrowings. This liquidity requirement may be changed from time to time by the OTS to any amount within the range of 4% to 10% depending upon economic conditions and the savings flows of member institutions, and is currently 4%. Monetary penalties may be imposed by the OTS for failure to meet these liquidity requirements. At June 30, 2000 and December 31, 1999, the Bank's liquidity ratio, computed in accordance with the OTS requirement was 15.24% and 9.72%, respectively. Management anticipates that the Bank will continue to meet OTS liquidity requirements. Unlike the Bank, Flushing Financial Corporation is not subject to OTS regulatory requirements on the maintenance of minimum levels of liquid assets. CASH FLOW. During the six months ended June 30, 2000, funds provided by the Company's operating activities amounted to $7.8 million. These funds, together with $51.3 million provided by financing activities, were utilized to fund net investing activities of $79.2 million. The Company's primary business objective is the origination and purchase of 1-4 family residential, multi-family and commercial real estate loans. During the six months ended June 30, 2000, the net total of loan originations less loan repayments was $68.1 million, and the total amount of real estate loans purchased was $13.7 million. The Company also invests in other securities including mortgage loan surrogates such as mortgage-backed securities. During the six months ended June 30, 2000, the Company purchased a total of $12.3 million in securities available for sale. Funds for investment were also provided by $17.1 million in prepayments of securities available for sale, and $41.5 million of net increased borrowings. The Company also used funds of $4.3 million for treasury stock repurchases and $1.7 million in dividend payments during the six months ended June 30, 2000. -10-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations INTEREST RATE RISK The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles, which requires the measurement of financial position and operating results in terms of historical dollars without considering the changes in fair value of certain investments due to changes in interest rates. Generally, the fair value of financial investments such as loans and securities fluctuates inversely with changes in interest rates. As a result, increases in interest rates could result in decreases in the fair value of the Company's interest-earning assets which could adversely affect the Company's results of operation if such assets were sold, or, in the case of securities classified as available-for-sale, decreases in the Company's stockholders' equity, if such securities were retained. The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management prepares the "Earnings and Economic Exposure to Changes In Interest Rate" report for review by the Board of Directors, as summarized below. This report quantifies the potential changes in net interest income and net portfolio value should interest rates go up or down (shocked) 300 basis points, assuming the yield curves of the rate shocks will be parallel to each other. Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. All changes in income and value are measured as percentage changes from the projected net interest income and net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at June 30, 2000. Various estimates regarding prepayment assumptions are made at each level of rate shock. Actual results could differ significantly from these estimates. The Company is within the guidelines set forth by the Board of Directors for each interest rate level for Net Interest Income and the Net Portfolio Value Ratio. However, for Net Portfolio Value, the Company does not meet the guidelines established by the Board of Directors for plus 100 and plus 300 basis points, which exceed the Board's guidelines of minus 15% and minus 45%, respectively. The Company continues to monitor its interest rate risk exposure and take prudent steps to bring all measurements within guidelines. <TABLE> <CAPTION> Projected Percentage Change In ------------------------------------------ Net Portfolio Change in Interest Rate Net Interest Income Net Portfolio Value Value Ratio ===================================================================================================== <S> <C> <C> <C> - -300 Basis points 8.28% 18.50% 12.89% - -200 Basis points 8.51 20.11 13.32 - -100 Basis points 5.90 14.86 13.04 Base interest rate -- -- 11.74 +100 Basis points -7.03 -17.19 10.10 +200 Basis points -14.53 -34.40 8.31 +300 Basis points -22.33 -50.60 6.49 </TABLE> -11-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations REGULATORY CAPITAL POSITION Under Office of Thrift Supervision ("OTS") capital regulations, the Bank is required to comply with each of three separate capital adequacy standards. At June 30, 2000, the Bank exceeded each of the three OTS capital requirements and is categorized as "well-capitalized" by the OTS under the prompt corrective action regulations. Set forth below is a summary of the Bank's compliance with OTS capital standards as of June 30, 2000. <TABLE> <CAPTION> (Dollars in thousands) Amount Percent of Assets ================================================================================ <S> <C> <C> Tangible Capital: Capital level $109,668 8.44 % Requirement 19,489 1.50 Excess 90,179 6.94 Core Capital: Capital level $109,668 8.44 % Requirement 38,978 3.00 Excess 70,690 5.44 Risk-Based Capital: Capital level $116,388 15.59 % Requirement 59,728 8.00 Excess 56,660 7.59 </TABLE> -12-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations AVERAGE BALANCES Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. The following table set forth certain information relating to the Company's consolidated statements of financial condition and consolidated statements of operations for the three month periods ended June 30, 2000 and 1999, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields. <TABLE> <CAPTION> For the three months ended June 30, ------------------------------------------------------------------------------ 2000 1999 -------------------------------------- -------------------------------------- Average Interest Average Average Interest Average (Dollars in thousands) Balance Yield/Cost Balance Yield/Cost ======================================================================================================================= <S> <C> <C> <C> <C> <C> <C> ASSETS Interest-earning assets: Mortgage loans, net $924,738 $18,718 8.10% $785,371 $16,328 8.32% Other loans 6,528 165 10.11 5,407 134 9.91 Mortgage-backed securities 275,871 4,845 7.03 285,804 4,568 6.39 Other securities 16,316 287 7.04 21,194 299 5.64 Interest-earning deposits and federal funds sold 7,379 138 7.48 9,802 129 5.26 -------------------------------------- -------------------------------------- Total interest-earning assets 1,230,832 24,153 7.85 1,107,578 21,458 7.75 -------------------------- -------------------------- Non-interest earning assets 52,088 52,342 ------------- ------------- Total assets $1,282,920 $1,159,920 ============= ============= LIABILITIES AND EQUITY Interest-bearing liabilities: Passbook accounts $190,743 980 2.06 $202,041 1,043 2.06 NOW accounts 28,162 134 1.90 27,249 128 1.88 Money market accounts 43,532 366 3.36 34,417 256 2.98 Certificate of deposit accounts 380,643 5,206 5.47 363,360 4,714 5.19 Mortgagors' escrow deposits 16,170 26 0.64 13,846 21 0.61 Borrowed funds 472,055 7,254 6.15 356,807 5,290 5.93 -------------------------------------- -------------------------------------- Total interest-bearing liabilities 1,131,305 13,966 4.94 997,720 11,452 4.59 -------------------------- -------------------------- Other liabilities 35,102 36,408 ------------- ------------- Total liabilities 1,166,407 1,034,128 Equity 116,513 125,792 ------------- ------------- Total liabilities and equity $1,282,920 $1,159,920 ============= ============= Net interest income/Interest rate spread $10,187 2.91% $10,006 3.16% ========================== ========================== Net interest-earning assets / Net interest margin $99,527 3.31% $109,858 3.61% ============= ============== ============= ============= Ratio of interest-earning assets to interest-bearing liabilities 1.09X 1.11X ============== ============= </TABLE> -13-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations AVERAGE BALANCES (continued) The following tables set forth certain information relating to the Company's consolidated statements of financial condition and consolidated statements of operations for the six month periods ended June 30, 2000 and 1999, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields. <TABLE> <CAPTION> For the six months ended June 30, ------------------------------------------------------------------------------ 2000 1999 -------------------------------------- -------------------------------------- Average Interest Average Average Interest Average (Dollars in thousands) Balance Yield/Cost Balance Yield/Cost ======================================================================================================================= <S> <C> <C> <C> <C> <C> <C> ASSETS Interest-earning assets: Mortgage loans, net $903,437 $36,602 8.10% $771,294 $32,116 8.33% Other loans 6,172 317 10.27 4,962 237 9.55 Mortgage-backed securities 274,580 9,615 7.00 289,377 9,054 6.26 Other securities 16,318 575 7.05 17,273 503 5.82 Interest-earning deposits and federal funds sold 9,476 320 6.75 11,376 304 5.34 -------------------------------------- -------------------------------------- Total interest-earning assets 1,209,983 47,429 7.84 1,094,282 42,214 7.72 -------------------------- -------------------------- Non-interest earning assets 51,878 53,328 ------------- ------------- Total assets $1,261,861 $1,147,610 ============= ============= LIABILITIES AND EQUITY Interest-bearing liabilities: Passbook accounts $192,230 1,980 2.06 $202,295 2,080 2.06 NOW accounts 27,493 261 1.90 26,654 251 1.88 Money market accounts 42,569 705 3.31 32,644 470 2.88 Certificate of deposit accounts 376,045 10,150 5.40 365,732 9,540 5.22 Mortgagors' escrow deposits 14,376 36 0.50 11,707 40 0.68 Borrowed funds 458,305 13,954 6.09 346,528 10,357 5.98 -------------------------------------- -------------------------------------- Total interest-bearing liabilities 1,111,018 27,086 4.88 985,560 22,738 4.61 -------------------------- -------------------------- Other liabilities 34,526 34,073 ------------- ------------- Total liabilities 1,145,544 1,019,633 Equity 116,317 127,977 ------------- ------------- Total liabilities and equity $1,261,861 $1,147,610 ============= ============= Net interest income/Interest rate spread $20,343 2.96% $19,476 3.11% ========================== ========================== Net interest-earning assets / Net Interest margin $98,965 3.36% $108,722 3.56% ============= ============== ============= ============= Ratio of interest-earning assets to interest-bearing liabilities 1.09X 1.11X ============== ============= </TABLE> -14-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations LOANS The following table sets forth the Company's loan originations (including the net effect of refinancing) and the changes in the Company's portfolio of loans, including purchases, sales and principal reductions for the periods indicated. <TABLE> <CAPTION> Six Months Ended ---------------------------------- (In thousands) June 30, 2000 June 30, 1999 ======================================================================== <S> <C> <C> MORTGAGE LOANS At beginning of period $876,984 $754,065 Mortgage loans originated: One-to-four family 44,750 40,822 Cooperative 65 300 Multi-family real estate 36,995 50,641 Commercial real estate 25,002 17,000 Construction 2,325 4,999 ----------- ----------- Total mortgage loans originated 109,137 113,762 ----------- ----------- Acquired loans: Loans purchased 13,640 7,814 ----------- ----------- Total acquired loans 13,640 7,814 ----------- ----------- Less: Principal and other reductions 42,827 64,047 Mortgage loan foreclosures 182 339 =========== =========== At end of period $956,752 $811,255 =========== =========== OTHER LOANS At beginning of period $5,748 $4,515 Other loans originated: Small Business Administration 2,138 1,176 Small business loans 185 1,542 Other loans 925 496 ----------- ----------- Total other loans originated 3,248 3,214 ----------- ----------- Less: Sales -- 1,004 Principal and other reductions 1,598 1,101 =========== =========== At end of period $7,398 $5,624 =========== =========== </TABLE> -15-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations NON-PERFORMING ASSETS The Company reviews loans in its portfolio on a monthly basis to determine whether any problem loans require classification in accordance with internal policies and applicable regulatory guidelines. The following table sets forth information regarding all non-accrual loans, loans which are 90 days or more delinquent, and real estate owned at the dates indicated. <TABLE> <CAPTION> (Dollars in thousands) June 30, 2000 December 31, 1999 ================================================================================ <S> <C> <C> Non-accrual mortgage loans $1,973 $3,157 Other non-accrual loans 53 39 --------- --------- Total non-accrual loans 2,026 3,196 Mortgage loans 90 days or more delinquent and still accruing -- -- Other loans 90 days or more delinquent and still accruing -- -- --------- --------- Total non-performing loans 2,026 3,196 Real estate owned (foreclosed real estate) 191 368 ========= ========= Total non-performing assets $2,217 $3,564 ========= ========= Non-performing loans to gross loans 0.21% 0.36% Non-performing assets to total assets 0.17% 0.29% </TABLE> -16-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations ALLOWANCE FOR LOAN LOSSES The Company has established and maintains on its books an allowance for loan losses that is designed to provide a reserve against estimated losses inherent in the Company's overall loan portfolio. The allowance is established through a provision for loan losses based on management's evaluation of the risk inherent in the various components of its loan portfolio and other factors, including historical loan loss experience, changes in the composition and volume of the portfolio, collection policies and experience, trends in the volume of non-accrual loans and regional and national economic conditions. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and regional economic conditions and other factors. In connection with the determination of the allowance, the market value of collateral ordinarily is evaluated by the Company's staff appraiser; however, the Company may from time to time obtain independent appraisals for significant properties. Current year charge-offs, charge-off trends, new loan production and current balance by particular loan categories are also taken into account in determining the appropriate amount of allowance. The Board of Directors reviews and approves the adequacy of the loan loss reserves on a quarterly basis. The following table sets forth the activity in the Bank's allowance for loan losses for the periods indicated. <TABLE> <CAPTION> Six Months Ended ------------------------------------------ (Dollars in thousands) June 30, 2000 June 30, 1999 ================================================================================ <S> <C> <C> Balance at beginning of period $6,818 $6,762 Provision for loan losses -- 36 Loans charged-off: One-to-four family 3 8 Co-operative -- -- Multi-family -- -- Commercial -- -- Construction -- -- Other 95 3 --------- --------- Total loans charged-off 98 11 --------- --------- Recoveries: Mortgage loans -- 153 Other loans -- -- --------- --------- Total recoveries -- 153 --------- --------- Balance at end of period $6,720 $6,940 ========= ========= Ratio of net charge-offs(recoveries) during the year to average loans outstanding during the period 0.01% (0.02)% Ratio of allowance for loan losses to loans at the end of period 0.70% 0.85% Ratio of allowance for loan losses to non-performing assets at end of period 303.04% 127.03% Ratio of allowance for loan losses to non-performing loans at end of period 331.66% 135.27% </TABLE> -17-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK For a discussion of the qualitative and quantitative disclosures about market risk, see the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk". PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is a defendant in various lawsuits. Management of the Company, after consultation with outside legal counsel, believes that the resolution of these various matters will not result in any material adverse effect on the Company's consolidated financial condition, results of operations and cash flows. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At the Company's Annual Meeting of Shareholders held on May 16, 2000, as contemplated by the Company's definitive proxy material for the meeting, certain matters were submitted to a vote of shareholders. The following table summarizes the results of voting with respect to each matter. For Withheld Abstain --------------- ---------------- ---------------- Election of Directors (four directors were elected to serve until the 2003 Annual Meeting of Shareholders and until their successors are elected and qualified). Louis C. Grassi 8,100,431 190,909 Robert A. Marani 8,131,992 159,348 Franklin F. Regan, Jr. 8,087,926 203,414 John E. Roe, Sr. 8,097,376 193,964 Ratification of PricewaterhouseCoopers LLP as the independent auditors of the Company 8,162,670 96,329 32,341 -18-
PART I -- FINANCIAL INFORMATION FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations ITEM 5. OTHER INFORMATION. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a) EXHIBIT. Exhibit No. Description - ---------- ------------------------------------------------------------- 27. Financial data schedule b) REPORTS ON FORM 8-K. Not applicable. -19-
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Flushing Financial Corporation, Dated: August 2, 2000 By: /s/ Michael J. Hegarty -------------- ------------------------------------------ Michael J. Hegarty President and Chief Executive Officer Dated: August 2, 2000 By: /s/ Monica C. Passick -------------- ------------------------------------------ Monica C. Passick Senior Vice President, Treasurer and Chief Financial Officer -20-
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES EXHIBIT INDEX Exhibit No. Description - ----------- ---------------------------------------------------------------- 27 Financial Data Schedule. -21-