Flushing Financial 8-K 3/31/2003 Quarter Ended
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)               April 15, 2003

FLUSHING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

000-24272
(Commission File Number)

DELAWARE
(State or other jurisdiction of incorporation)

11-3209278
(I.R.S. Employer Identification Number)

144-51 NORTHERN BOULEVARD FLUSHING, NEW YORK
(Address of principal executive offices)

11354
(Zip code)

(718) 961-5400
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)



Item 9. Information Required Under Item 12 - Results of Operations and Financial Condition

        Flushing Financial Corporation (Nasdaq: FFIC), the parent holding company for Flushing Savings Bank, FSB, on April 15, 2003 announced its results for the three months ended March 31, 2003. Attached as Exhibit 99.1 is the Company's press release dated April 15, 2003 reporting a 25 percent increase in first quarter earnings per share.

Item 7(c). Exhibits

99.1.     Press release of Flushing Financial Corporation, dated April 15, 2003.


SIGNATURE

        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 hereunto duly authorized.


Date:   April 17, 2003



    FLUSHING FINANCIAL CORPORATION
 
  By: /s/ Michael J. Hegarty
   
  Name: Michael J. Hegarty
  Title: President and Chief Executive Officer

INDEX TO EXHIBITS




Exhibit   Page

99.1
Press release of Flushing Financial Corporation,  
  dated April 15, 2003

EXHIBIT 99.1.
Press release of Flushing Financial Corporation, dated April 15, 2003

CONTACT:



Monica C. Passick Van Negris / Lexi Terrero
Chief Financial Officer Van Negris & Company, Inc.
Flushing Financial Corporation (212) 396-0606
(718) 961-5400  

FOR IMMEDIATE RELEASE

FLUSHING FINANCIAL CORPORATION REPORTS
25 PERCENT INCREASE IN FIRST QUARTER EARNINGS PER SHARE

FLUSHING, NY — April 15, 2003 — Flushing Financial Corporation (Nasdaq: FFIC), the parent holding company for Flushing Savings Bank, FSB (the "Bank"), today announced its results for the three months ended March 31, 2003.

Michael J. Hegarty, President and Chief Executive Officer, stated: "Flushing completed another strong quarter, achieving record earnings per share and solid growth in the first quarter of 2003, as we continued to execute on the strategic initiatives that proved successful in 2002. We are very pleased to report a 25 percent increase in our earnings per share for the first quarter of 2003 to a record $0.45 per diluted share from $0.36 per diluted share in the comparable quarter a year ago. Net income for the first quarter of 2003 increased 17 percent to $5.3 million from the $4.5 million earned in the comparable quarter a year ago. Return on average equity and return on average assets each increased significantly to 16.1 percent and 1.3 percent, respectively.

"Focusing our origination efforts on higher yielding mortgage loan products, we realized growth in the higher yielding one-to-four family mixed-use residential real estate loans, which increased $9.2 million, and multi-family real estate loans, which increased $22.9 million. In line with our strategic initiatives, lower yielding conventional one-to-four family residential real estate loans declined $18.7 million during the quarter as mortgagors continued to refinance and we did not actively pursue this refinance market. In total, the loan portfolio grew $14.7 million during the quarter.

"Mortgage-backed securities and other securities increased $80.2 million and $20.2 million, respectively, during the first quarter. Funds not used for loan originations during the quarter were invested in marketable mortgage-backed securities and shorter-term investment securities to provide readily available funding for future loan originations. At March 31, 2003, loans in process totaled $161.4 million.

"We have continued to attract new deposits, resulting in an increase of $65.1 million in the first quarter of 2003. Lower costing core deposits increased $50.6 million while certificates of deposits increased $14.5 million. This has allowed us to fund our asset growth without relying on borrowings.

"The result of this growth was an increase of $1.8 million in net interest income, as the net interest margin increased to 3.60 percent for the first quarter of 2003, an increase of 5 basis points from the fourth quarter of 2002, and an increase of 11 basis points from the first quarter of 2002. The increase in the net interest margin was primarily driven by a lower cost of funds.

"While the net interest margin for the first quarter of 2003 reflects an increase from the fourth quarter of 2002, as the quarter progressed, we began to see a decrease in the net interest margin on a month-to-month basis. This is partially due to the interest rates we are able to obtain on new loans being less than the interest rates on loans which have been satisfied. We have been able to offset the effect of the reduced yields on new loans by continuing to grow the balance sheet, and funding this growth with deposits.

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Flushing Financial Corporation
April 15, 2003
Page Two

"Our capital position enabled us to increase our asset size, continue our stock repurchase program, and focus on other shareholder value initiatives. During the first quarter of 2003, we increased our quarterly dividend 11 percent to $0.10 per common share - an indicated yearly rate of $0.40 per common share.

"We remain committed to a path of structured and orderly growth in 2003, focusing on the key initiatives of our strategic plan. This includes continued expansion of the financial services we offer to our customers and continued focus on the origination of higher yielding one-to-four family mixed-use residential real estate loans, multi-family real estate loans, and commercial real estate loans. At the same time, we will continue our increased focus on fee-based products.

"Above all, we continue to strive to optimize our shareholders' return on their investment."

Earnings Summary — Three Months Ended March 31, 2003

Net interest income for the three months ended March 31, 2003 increased $1.8 million, or 14.7 percent, to $14.2 million from $12.4 million for the three months ended March 31, 2002. This increase in net interest income is primarily due to a $158.7 million increase in the average balance of interest-earning assets, combined with a 17 basis point increase in the net interest spread. The yield on interest-earning assets declined 40 basis points to 6.94 percent for the three months ended March 31, 2003 from 7.34 percent in the three months ended March 31, 2002, while the cost of funds declined 57 basis points to 3.53 percent for the three months ended March 31, 2003 from 4.10 percent for the three months ended March 31, 2002. These decreases were primarily due to the declining interest rate environment experienced during the past two years. The yield on interest-earning assets declined less than the cost of interest-bearing liabilities due to a $98.5 million increase in the average balance of the higher-yielding mortgage loan portfolio.

Non-interest income during the three months ended March 31, 2003 increased $0.2 million, or 15.8 percent, to $1.6 million for the three months ended March 31, 2003 from $1.4 million for the first quarter of 2002. This increase is attributed to increased fee income from loan fees and banking services.

Non-interest expense was $7.2 million for the three months ended March 31, 2003, an increase of $0.7 million, or 11.5 percent, from $6.5 million for the three months ended March 31, 2002. The increase from the prior year period is attributable to the Bank's continued focus on expanding its current product offerings to enhance its ability to serve its customers. Management continues to monitor expenditures resulting in an improvement in the efficiency ratio to 45.7 percent for the three months ended March 31, 2003 from 47.1 percent for the three months ended March 31, 2002.

Primarily as a result of the increase in net interest income, net income for the three months ended March 31, 2003 increased 16.8 percent to $5.3 million from $4.5 million for the three months ended March 31, 2002. Diluted earnings per share increased 25.0 percent to $0.45 per share for the three months ended March 31, 2003 from $0.36 per share for the three months ended March 31, 2002.

Return on average equity was 16.1 percent for the three months ended March 31, 2003 compared to 15.4 percent for the three months ended December 31, 2002 and 13.8 percent for the three months ended March 31, 2002. Return on average assets was 1.3 percent for the three months ended March 31, 2003 compared to 1.2 percent for each of the three-month periods ended December 31, 2002 and March 31, 2002.

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Flushing Financial Corporation
April 15, 2003
Page Three

Balance Sheet Summary

At March 31, 2003, total assets were $1,737.3 million, an increase of $84.3 million from December 31, 2002. During the first three months of 2003, loan originations and purchases were $42.3 million for multi-family real estate loans, $19.6 million for commercial real estate loans, $15.5 million for mixed-use property one-to-four family residential real estate loans, $9.8 million for conventional one-to-four family residential real estate loans, and $3.7 million in construction loans. For the first three months of 2002, loan originations and purchases were $37.9 million for multi-family real estate loans, $15.4 million for commercial real estate loans. $17.3 million for mixed-use property one-to-four family residential real estate loans, $5.9 million for conventional one-to-four family residential real estate loans, and $4.1 million in construction loans. Total loans increased $14.7 million during the three months ended March 31, 2003 to $1,184.3 million from $1,169.6 million at December 31, 2002.

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 $2.0 million at March 31, 2003 compared to $4.3 million at December 31, 2002 and $2.1 million at March 31, 2002. Total non-performing assets as a percentage of total assets were 0.1 percent at March 31, 2003, 0.3 percent at December 31, 2002, and 0.1 percent at March 31, 2002. The ratio of allowance for loan losses to total non-performing loans was 501 percent at March 31, 2003 compared to 183 percent at December 31, 2002 and 327 percent at March 31, 2002.

Mortgage-backed securities increased $80.2 million to $399.5 million at March 31, 2003, while other securities increased $20.2 million to $59.9 million at March 31, 2003. Funds not used during the quarter for loan originations have been invested in readily marketable mortgage-backed securities and shorter-term investment securities to provide readily available funding for future loan originations. Other securities primarily consists of securities issued by government agencies and mutual or bond funds that invest in government and government agency securities. At March 31, 2003, loans in process totaled $161.4 million.

Total liabilities increased $80.1 million to $1,601.7 million at March 31, 2003 from $1,521.6 million at December 31, 2002. Due to depositors increased $65.1 million as certificate of deposit accounts increased $14.5 million while lower costing core deposits, primarily money market deposit accounts, increased $50.6 million. Borrowed funds were $493.2 million at March 31, 2003, the same as December 31, 2002.

Total stockholders' equity increased $4.2 million to $135.6 million at March 31, 2003 from $131.4 million at December 31, 2002. The $5.3 million in net income for the three months ended March 31, 2003 was partially offset by $1.1 million in cash dividends paid during the three-month period. Book value per share was $10.76 at March 31, 2003 compared to $10.43 per share at December 31, 2002 and $9.90 per share at March 31, 2002.

Under its stock repurchase programs, the Company repurchased 42,700 shares during the three months ended March 31, 2003, at a total cost of $0.7 million, or an average of $17.43 per share. At March 31, 2003, 587,300 shares remain to be repurchased under the current stock repurchase program. Through March 31, 2003, the Company had repurchased approximately 42 percent of the common shares issued in connection with the Company's initial public offering at a cost of $93.7 million.

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Flushing Financial Corporation
April 15, 2003
Page Four

         "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this Press Release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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, risk factors discussed in the Company's Annual Report on Form 10-K and in other documents filed by the Company with the Securities and Exchange Commission from time to time. 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.

Flushing Financial Corporation is the holding company for Flushing Savings Bank, FSB, a federally chartered stock savings bank insured by the Federal Deposit Insurance Corporation ("FDIC"). The Bank conducts its business through ten banking offices located in Queens, Brooklyn, Manhattan, Bronx and Nassau County.

Additional information on Flushing Financial Corporation may be obtained by visiting the Company's web site at http://www.flushingsavings.com.

Statistical Tables Follow

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Flushing Financial Corporation
April 15, 2003
Page Five

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION

(Dollars in Thousands)

March 31, December 31,

2003
2002
ASSETS       (Unaudited)
 
       

Cash and due from banks
    $ 16,398   $ 29,119  
Federal funds sold       --     18,500  
Securities available for sale:    
    Mortgage-backed securities       399,492     319,255  
    Other securities       59,949     39,729  
Loans:    
    One-to-four family residential - conventional       244,242     262,944  
    One-to-four family residential - mixed-use property       179,720     170,499  
    Multi-family residential       475,526     452,663  
    Commercial real estate       263,149     257,054  
    Co-operative apartments       4,823     5,205  
    Construction       13,355     17,827  
    Small Business Administration       4,952     4,301  
    Commercial business and other       3,766     4,185  
    Net unamortized premiums and unearned loan fees       1,349     1,463  
    Allowance for loan losses       (6,589 )   (6,581 )




 
                    Net loans       1,184,293     1,169,560  

Interest and dividends receivable
      8,592     8,409  
Real estate owned, net       --     --  
Bank premises and equipment, net       5,374     5,389  
Federal Home Loan Bank of New York stock       22,463     22,213  
Goodwill       3,905     3,905  
Other assets       36,815     36,879  




 
                     Total assets     $ 1,737,281   $ 1,652,958  




 
LIABILITIES    

Due to depositors:
   
    Non-interest bearing     $ 41,029   $ 35,287  
    Interest bearing:    
        Certificate of deposit accounts       557,818     543,330  
        Passbook savings accounts       214,077     213,572  
        Money market accounts       214,782     170,029  
         NOW accounts       39,434     39,795  




 
              Total interest-bearing deposits       1,026,111     966,726  

Mortgagors' escrow deposits
      16,099     9,812  
Borrowed funds       493,159     493,164  
Other liabilities       25,258     16,583  




 
                     Total liabilities       1,601,656   $ 1,521,572  




 
STOCKHOLDERS' EQUITY    

Preferred stock ($0.01 par value; 5,000,000 shares authorized)
      --     --  
Common stock ($0.01 par value; 40,000,000 shares authorized;    
    13,852,063   issued; 12,599,923 and 12,598,343 shares      

 


   
     outstanding at March 31, 2003 and December 31, 2002,    
    respectively)       139     139  
Additional paid-in capital       47,453     47,208  
Treasury stock (1,252,140 and 1,253,720 shares at    
     March 31, 2003 and December 31, 2002, respectively)       (21,709 )   (21,733 )
Unearned compensation       (7,473 )   (7,825 )
Retained earnings       112,908     109,208  
Accumulated other comprehensive income, net of taxes       4,307     4,389  




 
                     Total stockholders' equity       135,625     131,386  




 
                     Total liabilities and stockholders' equity     $ 1,737,281   $ 1,652,958  
   




 

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Flushing Financial Corporation
April 15, 2003
Page Six
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands Except Per Share Data)
(Unaudited)


For the Three Months

Ended March 31,

2003
2002
Interest and dividend income      
   
 
Interest and fees on loans     $ 23,234   $ 21,801  
Interest and dividends on securities:    
     Interest       4,091     4,096  
     Dividends       34     36  
Other interest income       85     180  





           Total interest and dividend income       27,444     26,113  





Interest expense    
Deposits       6,936     6,863  
Other interest expense       6,271     6,839  





           Total interest expense       13,207     13,702  





Net interest income       14,237     12,411  
Provision for loan losses       --     --  





Net interest income after    
      Provision for loan losses       14,237     12,411  





Non-interest income    
Other fee income       822     699  
Net gain (loss) on sales of securities and loans       46     20  
Other income       737     667  





           Total non-interest income       1,605     1,386  





Non-interest expense    
Salaries and employee benefits       3,827     3,429  
Occupancy and equipment       667     655  
Professional services       691     696  
Data processing       410     373  
Depreciation and amortization       256     257  
Other operating expenses       1,398     1,091  





           Total non-interest expense       7,249     6,501  





Income before income taxes       8,593     7,296  





Provision for income taxes    
Federal       2,572     2,263  
State and local       721     495  





           Total taxes       3,293     2,758  





Net income     $ 5,300   $ 4,538  





Basic earnings per share     $ 0.47   $ 0.38  
Diluted earnings per share     $ 0.45   $ 0.36  

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Flushing Financial Corporation
April 15, 2003
Page Seven
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in Thousands Except Per Share Data)
(Unaudited)


At or For the Three Months

Ended March 31,

2003
2002
Per Share Data      
   
 
Basic earnings per share       $0.47
  $0.38  
Diluted earnings per share    
$0.45     $0.36  
Average number of shares outstanding for:    
   Basic earnings per share computation       11,194,345     11,969,728  
   Diluted earnings per share computation       11,666,629     12,540,568  
Book value per share (based on 12,599,923    
   and 13,098,196 shares outstanding at    
   March 31, 2003 and 2002, respectively)       $10.76     $9.90  

Average Balances
   
Total loans, net     $ 1,176,446   $ 1,075,417  
Total interest-earning assets       1,582,216     1,423,508  
Total assets       1,693,073     1,513,709  
Total due to depositors       991,548     808,998  
Total interest-bearing liabilities       1,495,682     1,336,834  
Stockholders' equity       131,303     131,971  

Performance Ratios (1)
   
Return on average assets       1.25 %   1.20 %
Return on average equity       16.15     13.75  
Yield on average interest-earning assets       6.94     7.34  
Cost of average interest-bearing liabilities       3.53     4.10  
Interest rate spread during period       3.41     3.24  
Net interest margin       3.60     3.49  
Non-interest expense to average assets       1.71     1.72  
Efficiency ratio       45.68     47.14  
Average interest-earning assets to average    
      Interest-bearing liabilities       1.06 x   1.06 x

(1)     Ratios for the quarters ended March 31, 2003 and 2002 are presented on an annualized basis.

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Flushing Financial Corporation
April 15, 2003
Page Eight
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in Thousands)
(Unaudited)


March 31, 2003
December 31, 2002
Selected Financial Ratios and Other Data      
   
 

Regulatory capital ratios (for Flushing Savings Bank only):
   
      Tangible capital (minimum requirement = 1.5%)       7.66 %   7.74 %
      Leverage and core capital (minimum requirement = 3%)       7.66     7.74  
      Total risk-based capital (minimum requirement = 8%)       14.41     14.27  

Capital ratios:
   
      Average equity to average assets       7.76 %   8.22 %
     Equity to total assets       7.81     7.95  

Asset quality:
   
     Non-performing loans       $1,316     $3,592  
      Non-performing investment securities       700     700  
     Non-performing assets       2,016     4,292  
     Net (recoveries) charge-offs       (8)     4  

Asset Quality Ratios:
   
      Non-performing loans to gross loans       0.11 %   0.31 %
      Non-performing assets to total assets       0.12     0.26  
      Allowance for loan losses to gross loans       0.55     0.56  
      Allowance for loan losses to total non-performing assets       326.91     153.34  
      Allowance for loan losses to total non-performing loans       500.85     183.23  

Full-service customer facilities
      10     10  

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Flushing Financial Corporation
April 15, 2003
Page Nine
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
NET INTEREST MARGIN

(Dollars in Thousands)
(Unaudited)


For the Three Months Ended March 31,

2003

2002

Average
Yield/
Average
Yield/

Balance
Interest
Cost

Balance
Interest
Cost







Assets      
   
   
   
   
   
 
Interest-earning assets:    
  Mortgage loans, net     $ 1,167,631   $ 23,090     7.91 % $ 1,069,122   $ 21,692     8.12 %
  Other loans, net       8,815     144     6.53     6,295     109     6.93













     Total loans, net       1,176,446     23,234     7.90
  1,075,417     21,801     8.11













  Mortgage-backed securities       332,239     3,766     4.53
  237,049     3,435     5.80
  Other securities       42,395     359     3.39
  66,831     697     4.17













     Total securities       374,634     4,125     4.40
  303,880     4,132     5.44













  Interest-earning deposits and    
    federal funds sold       31,136     85     1.09
  44,211     180     1.63













Total interest-earning assets       1,582,216     27,444     6.94
  1,423,508     26,113     7.34





 




Other assets       110,857    
   
    90,201    



 





 


       Total assets     $ 1,693,073    
   
  $ 1,513,709    



 





 
 
Liabilities and Equity    
Interest-bearing liabilities:    
  Deposits:    
    Passbook accounts     $ 214,143     526     0.98
$ 199,939     850     1.70
    NOW accounts       39,205     73     0.74
  33,655     83     0.99
    Money market accounts       186,479     1,070     2.30
  100,920     592     2.35
    Certificate of deposit accounts       551,721     5,244     3.80
  474,484     5,320     4.48













    Total due to depositors       991,548     6,913     2.79
  808,998     6,845     3.38
    Mortgagors' escrow accounts       12,251     23     0.75
  12,959     18     0.56













     Total deposits       1,003,799     6,936     2.76
  821,957     6,863     3.34
  Borrowed funds       491,883     6,271     5.10
  514,877     6,839     5.31













     Total interest-bearing    
       liabilities       1,495,682     13,207     3.53
  1,336,834     13,702     4.10





 




Non-interest bearing deposits       33,607    
   

  27,682    
   

Other liabilities       32,481    

 

  17,222    



 





 
 
        Total liabilities       1,561,770    
   

  1,381,738    



 
Equity       131,303    
   

  131,971    



 





 
 
      Total liabilities and equity     $ 1,693,073    




$ 1,513,709    









 
 
Net interest income/net interest rate    
 spread      

$ 14,237     3.41 %  
  $ 12,411     3.24 %





 




Net interest-earning assets/ net    
 interest margin     $ 86,534    
    3.60 %
$ 86,674    


3.49 %





 


Ratio of interest-earning assets to    
 interest-bearing liabilities      



    1.06 x  



    1.06 x




   


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