10-K 1 d54727_10k.txt ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 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 incorporation or organization) (I.R.S. Employer Identification No.) 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). |X| Yes |_| No As of June 28, 2002, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was $255,178,000. This figure is based on the closing price on that date on the Nasdaq National Market for a share of the registrant's Common Stock, $0.01 par value, which was $20.49. As of February 28, 2003, the aggregate market value of the voting stock held by non-affiliates of the registrant was $206,100,000. This figure is based on the closing price on that date on the Nasdaq National Market for a share of the registrant's Common Stock, $0.01 par value, which was $17.30. The number of shares of the registrant's Common Stock outstanding as of February 28, 2003 was 12,599,923 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Annual Report to Stockholders for the year ended December 31, 2002 are incorporated herein by reference in Part II, and portions of the Company's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 20, 2003 are incorporated herein by reference in Part III. TABLE OF CONTENTS Page ---- PART I BUSINESS Item 1. Business ......................................................... 1 General ........................................................ 1 Market Area and Competition .................................... 2 Lending Activities ............................................. 3 Loan Portfolio Composition .............................. 3 Loan Maturity and Repricing ............................. 6 One-to-Four Family Mortgage Lending ..................... 6 Home Equity Loans ....................................... 8 Multi-Family Lending .................................... 8 Commercial Real Estate Lending .......................... 8 Construction Loans ...................................... 9 Small Business Administration Lending ................... 9 Consumer and Other Lending .............................. 9 Loan Approval Procedures and Authority .................. 9 Loan Concentrations ..................................... 10 Loan Servicing .......................................... 10 Asset Quality .................................................. 10 Loan Collection ......................................... 10 Delinquent Loans and Non-performing Assets .............. 11 REO ..................................................... 11 Allowance for Loan Losses ...................................... 12 Investment Activities .......................................... 15 General ................................................. 15 Mortgage-backed securities .............................. 16 Sources of Funds ............................................... 19 General ................................................. 19 Deposits ................................................ 19 Borrowings .............................................. 22 Subsidiary Activities .......................................... 23 Personnel ...................................................... 24 Stock-Based Compensation ....................................... 24 RISK FACTORS Effect of Interest Rates ....................................... 25 Lending Activities ............................................. 25 Competition .................................................... 26 Local Economic Conditions ...................................... 26 Legislation and Proposed Changes ............................... 26 Certain Anti-Takeover Provisions ............................... 26 i FEDERAL, STATE AND LOCAL TAXATION Federal Taxation ............................................... 27 General ................................................. 27 Bad Debt Reserves ....................................... 27 Distributions ........................................... 28 Corporate Alternative Minimum Tax ....................... 28 State and Local Taxation ....................................... 28 New York State and New York City Taxation ............... 28 Delaware State Taxation ................................. 29 REGULATION General ........................................................ 29 Holding Company Regulation ..................................... 30 Investment Powers .............................................. 31 Real Estate Lending Standards .................................. 31 Loans-to-One Borrower Limits ................................... 31 Insurance of Accounts .......................................... 31 Qualified Thrift Lender Test ................................... 32 Transactions with Affiliates ................................... 33 Restrictions on Dividends and Capital Distributions ............ 33 Federal Home Loan Bank System .................................. 34 Assessments .................................................... 34 Branching ...................................................... 34 Community Reinvestment ......................................... 34 Brokered Deposits .............................................. 35 Capital Requirements ........................................... 35 General ................................................. 35 Tangible Capital Requirement ............................ 35 Core Capital Requirement ................................ 35 Risk-Based Requirement .................................. 36 Federal Reserve System ......................................... 36 Financial Reporting ............................................ 37 Standards for Safety and Soundness ............................. 37 Gramm-Leach-Bliley Act ......................................... 37 USA Patriot Act ................................................ 38 Prompt Corrective Action ....................................... 38 Federal Securities Laws ........................................ 39 AVAILABLE INFORMATION Available Information ........................................... 39 Item 2. Properties ...................................................... 40 Item 3. Legal Proceedings ............................................... 40 Item 4. Submission of Matters to a Vote of Security Holders ............. 40 ii PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters ....................................................... 41 Item 6. Selected Financial Data ......................................... 41 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................... 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...... 41 Item 8. Financial Statements and Supplementary Data ..................... 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .......................................... 41 PART III Item 10. Directors and Executive Officers of the Registrant .............. 42 Item 11. Executive Compensation .......................................... 42 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................... 42 Item 13. Certain Relationships and Related Transactions .................. 42 Item 14. Controls and Procedures ......................................... 43 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K . 43 (a) 1. Financial Statements .................................. 43 (a) 2. Financial Statement Schedules ......................... 43 (b) Reports on Form 8-K filed during the last quarter of fiscal 2002 ............................................ 43 (c) Exhibits Required by Securities and Exchange Commission Regulation S-K ......................................... 44 SIGNATURES POWER OF ATTORNEY CERTIFICATIONS iii PART I Statements contained in this Annual Report on Form 10-K 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 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, factors discussed under the captions "Business -- Allowance for Loan Losses", "Business -- Market Area and Competition" and "Risk Factors" below, and elsewhere in this 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. Item 1. Business. General Flushing Financial Corporation (the "Company") is a Delaware corporation organized in May 1994 at the direction of Flushing Savings Bank, FSB (the "Bank"). The Bank was organized in 1929 as a New York State chartered mutual savings bank. In 1994, the Bank converted to a federally chartered mutual savings bank. The Company acquired all of the stock of the Bank upon its conversion from a federal mutual savings bank to a federal stock savings bank on November 21, 1995. The primary business of the Company at this time is the operation of its wholly owned subsidiary, the Bank. The Company also owns Flushing Financial Capital Trust I ("Trust"), a special purpose business trust formed to issue capital securities. At December 31, 2002, the Company had total assets of $1.7 billion, deposits of $1.0 billion and stockholders' equity of $131.4 million. Flushing Financial Corporation's common stock is traded on the Nasdaq National Market under the symbol "FFIC". The Company neither owns nor leases any property but instead uses the premises and equipment of the Bank. At the present time, the Company does not employ any persons other than certain officers of the Bank who do not receive any extra compensation as officers of the Company. Unless otherwise disclosed, the information presented in the financial statements and this Form 10-K reflect the financial condition and results of operations of the Company, the Trust, the Bank and the Bank's subsidiaries on a consolidated basis. Management views the Company and its subsidiaries as operating as a single unit, a community savings bank. Therefore, segment information is not provided. In addition to operating the Bank, the Company invests primarily in U.S. government and federal agency securities, federal funds, mortgage-backed securities, and corporate securities. The Company also holds a note evidencing a loan that it made to an employee benefit trust established by the Company for the purpose of holding shares for allocation or distribution under certain employee benefit plans of the Company and the Bank (the "Employee Benefit Trust"). The funds provided by this loan enabled the Employee Benefit Trust to acquire 1,552,500 shares, or 8% of the common stock issued in our initial public offering. The Company has in the past increased growth through acquisition of financial institutions and branches of other financial institutions, and will pursue growth through acquisitions that are, or are expected to be within a reasonable time frame, accretive to earnings, as opportunities arise. The Bank also seeks increased growth through the opening of new branches. The Company may also organize or acquire, through merger or otherwise, other financial services related companies. The activities of the Company are primarily funded by dividends, if any, received from the Bank. The Bank's principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and 1 purchases of one-to-four family residential mortgage loans (focusing on mixed-use properties - properties that contain both residential dwelling units and commercial units), multi-family income producing property loans and commercial real estate loans; (2) mortgage loan surrogates such as mortgage-backed securities; and (3) U.S. government and federal agency securities, corporate fixed-income securities and other marketable securities. To a lesser extent, the Bank originates certain other loans, including construction loans, Small Business Administration ("SBA") loans and other small business and consumer loans. The Bank's revenues are derived principally from interest on its mortgage and other loans and mortgage-backed securities portfolio, and interest and dividends on other investments in its securities portfolio. The Bank's primary sources of funds are deposits, Federal Home Loan Bank-New York ("FHLB-NY") borrowings, repurchase agreements, principal and interest payments on loans, mortgage-backed and other securities, proceeds from sales of securities and, to a lesser extent, proceeds from sales of loans. As a federal savings bank, the Bank's primary regulator is the Office of Thrift Supervision ("OTS"). The Bank's deposits are insured to the maximum allowable amount by the Federal Deposit Insurance Corporation ("FDIC"). Additionally, the Bank is a member of the Federal Home Loan Bank ("FHLB") system. On July 17, 2001, the Board of Directors of the Company declared a three-for-two split of the Company's common stock in the form of a 50% stock dividend, which was paid on August 30, 2001. Each stockholder received one additional share for every two shares of the Company's common stock held at the record date, August 10, 2001. Cash was paid in lieu of fractional shares and the dividend was not paid on shares held in treasury. All share and per share data for prior years in this Form 10-K have been adjusted to reflect this stock dividend. Market Area and Competition The Bank has been, and intends to continue to be, a community oriented savings institution offering a wide variety of financial services to meet the needs of the communities it serves. The Bank is headquartered in Flushing, New York, located in the Borough of Queens. It currently operates out of its main office and nine branch offices, located in the New York City Boroughs of Queens, Brooklyn, Manhattan, and Bronx, and in Nassau County, New York. Substantially all of the Bank's mortgage loans are secured by properties located in the New York City metropolitan area. During the last three years, real estate values in the New York City metropolitan area have been relatively stable, which has favorably impacted the Bank's asset quality. See "--Asset Quality" and "Risk Factors - Local Economic Conditions." There can be no assurance that the stability of these economic factors will continue. The Bank faces intense and increasing competition both in making loans and in attracting deposits. The Bank's market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence than the Bank, and all of which are competitors of the Bank to varying degrees. Particularly intense competition exists for deposits and in all of the lending activities emphasized by the Bank. The Bank's competition for loans comes principally from commercial banks, other savings banks, savings and loan associations, mortgage banking companies, insurance companies, finance companies and credit unions. Management anticipates that competition for multi-family loans, commercial real estate loans and one-to-four family residential mortgage loans will continue to increase in the future. Thus, no assurances can be given that the Bank will be able to maintain or increase its current level of origination of such loans, as contemplated by management's current business strategy. The Bank's most direct competition for deposits historically has come from other savings banks, commercial banks, savings and loan associations and credit unions. In addition, the Bank faces competition for deposits from products offered by brokerage firms, insurance companies and other financial intermediaries, such as money market and other mutual funds and annuities. Trends toward the consolidation of the banking industry and the lifting of interstate banking and branching restrictions have made it more difficult for smaller, community-oriented banks, such as the Bank, to compete effectively with large, national, regional and super-regional banking institutions. Notwithstanding the intense competition, the Bank has been successful in increasing its deposit base and loan portfolios. For a discussion of the Company's business strategies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Management Strategy," included in the Annual Report to Stockholders for the fiscal year ended December 31, 2002 (the "Annual Report"), incorporated herein by reference. 2 Lending Activities Loan Portfolio Composition. The Bank's loan portfolio consists primarily of conventional fixed-rate mortgage loans and adjustable rate mortgage ("ARM") loans secured by one-to-four family residences, mortgage loans secured by multi-family income producing properties or commercial real estate, construction loans, SBA loans, other small business loans and consumer loans. At December 31, 2002, the Bank had gross loans outstanding of $1,174.7 million (before the allowance for loan losses and net deferred costs), of which $438.6 million, or 37.33%, were one-to-four family residential mortgage loans (including $170.5 million of mixed-use property loans, $16.8 million of condominium loans, $5.2 million of co-operative apartment loans and $7.0 million of home equity loans). Of the one-to-four family residential loans outstanding on that date, 40.18% were ARM loans and 59.82% were fixed-rate loans. At December 31, 2002, multi-family loans totaled $452.7 million, or 38.54% of gross loans, commercial real estate loans totaled $257.1 million, or 21.88% of gross loans, construction loans totaled $17.8 million, or 1.52% of gross loans, SBA loans totaled $4.3 million, or 0.37% of gross loans, and consumer and other loans totaled $4.2 million, or 0.36% of gross loans. The Bank has traditionally emphasized the origination and acquisition of one-to-four family residential mortgage loans, which include ARM loans, fixed-rate mortgage loans, mixed-use property mortgage loans and home equity loans. In recent years, the Bank has placed greater emphasis on multi-family and commercial real estate loans. The Bank expects to continue its emphasis on multi-family and commercial real estate loans as well as on mixed-use property one-to-four family residential mortgage loans. From December 31, 2001 to December 31, 2002, mixed-use property one-to-four family residential mortgage loans increased $60.7 million, or 55.3%, multi-family loans increased $83.0 million, or 22.5%, commercial real estate loans increased $42.6 million, or 19.9%, and conventional one-to-four family residential mortgage loans decreased $90.4 million, or 25.2%. Fully underwritten conventional one-to-four family residential mortgage loans are considered by the banking industry to have less risk than other types of loans. Mixed-use property one-to-four family residential mortgage loans, multi-family income producing real estate loans and commercial real estate loans generally have higher yields than conventional one-to-four family residential loans and shorter terms to maturity, but typically involve higher principal amounts and generally expose the lender to greater credit risk than fully underwritten conventionsl one-to-four family residential mortgage loans. The Bank's strategy to emphasize multi-family and commercial real estate loans can be expected to increase the overall level of credit risk inherent in the Bank's loan portfolio. The greater risk associated with multi-family and commercial real estate loans could require the Bank to increase its provisions for loan losses and to maintain an allowance for loan losses as a percentage of total loans in excess of the allowance currently maintained by the Bank. To date, the Company has not experienced significant losses in its mixed-use property, multi-family and commercial real estate loan portfolios, and has determined that, at this time, additional provisions are not required. The Bank's lending activities are subject to federal and state laws and regulations. Interest rates charged by the Bank on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rate offered by the Bank's competitors and, in the case of corporate entities, the creditworthiness of the borrower. Many of those factors are, in turn, affected by regional and national economic conditions, and the fiscal, monetary and tax policies of the federal government. 3 The following table sets forth the composition of the Bank's loan portfolio at the dates indicated.
At December 31, --------------------------------------------------------------------- 2002 2001 2000 -------------------- -------------------- -------------------- Percent Percent Percent Amount of Total Amount of Total Amount of Total ---------- -------- ---------- -------- ---------- -------- (Dollars in thousands) Mortgage Loans: One-to-four family residential (1) $ 433,443 36.89% $ 461,801 43.04% $ 467,784 47.13% Co-operative apartment (2) 5,205 0.44 6,601 0.62 8,009 0.81 Multi-family real estate 452,663 38.54 369,651 34.45 334,307 33.68 Commercial real estate 257,054 21.88 214,410 19.98 167,549 16.88 Construction 17,827 1.52 13,807 1.29 8,304 0.84 ---------- ------ ---------- ------ ---------- ------ Gross mortgage loans 1,166,192 99.27 1,066,270 99.38 985,953 99.34 Small Business Administration Loans 4,301 0.37 3,911 0.36 2,844 0.29 Consumer and other loans 4,185 0.36 2,814 0.26 3,704 0.37 ---------- ------ ---------- ------ ---------- ------ Gross loans 1,174,678 100.00% 1,072,995 100.00% 992,501 100.00% ====== ====== ====== Unearned loan fees and deferred costs, net 1,463 787 579 Less: Allowance for loan losses (6,581) (6,585) (6,721) ---------- ---------- ---------- Loans, net $1,169,560 $1,067,197 $ 986,359 ========== ========== ========== At December 31, ------------------------------------------- 1999 1998 -------------------- -------------------- Percent Percent Amount of Total Amount of Total ---------- -------- ---------- -------- Mortgage Loans: One-to-four family residential (1) $ 414,194 46.92% $ 361,786 47.69% Co-operative apartment (2) 8,926 1.01 10,238 1.35 Multi-family real estate 310,594 35.19 277,437 36.57 Commercial real estate 137,072 15.53 101,401 13.37 Construction 6,198 0.70 3,203 0.42 ---------- ------ ---------- ------ Gross mortgage loans 876,984 99.35 754,065 99.40 Small Business Administration Loans 2,369 0.27 2,616 0.35 Consumer and other loans 3,379 0.38 1,899 0.25 ---------- ------ ---------- ------ Gross loans 882,732 100.00% 758,580 100.00% ====== ====== Unearned loan fees and deferred costs, net (28) (1,263) Less: Allowance for loan losses (6,818) (6,762) ---------- ---------- Loans, net $ 875,886 $ 750,555 ========== ==========
(1) One-to-four family residential loans also include home equity, condominium and mixed-use loans. At December 31, 2002, gross home equity loans totaled $7.0 million and condominium loans totaled $16.8 million. Mixed-use property mortgage loans included in one-to-four family residential loans totaled $170.5 million at December 31, 2002. (2) Consists of loans secured by shares representing interests in individual co-operative units that are generally owner occupied. 4 The following table sets forth the Bank's loan originations (including the net effect of refinancings) and the changes in the Bank's portfolio of loans, including purchases, sales and principal reductions for the years indicated:
For the Year Ended December 31, ------------------------------------ 2002 2001 2000 ---------- ---------- ---------- (In thousands) Mortgage Loans At beginning of year $1,066,270 $ 985,953 $ 876,984 Mortgage loans originated: One-to-four family residential - conventional 18,213 32,604 52,676 One-to-four family residential - mixed-use properties 71,930 48,640 25,452 Co-operative apartment 354 136 265 Multi-family real estate 136,944 70,999 63,813 Commercial real estate 63,803 62,076 41,948 Construction 13,825 8,719 5,078 ---------- ---------- ---------- Total mortgage loans originated 305,069 223,174 189,232 ---------- ---------- ---------- Mortgage loans purchased: One-to-four family residential 863 876 15,658 Commercial real estate 9,315 -- -- ---------- ---------- ---------- Total mortgage loans purchased 10,178 876 15,658 ---------- ---------- ---------- Less: Principal reductions 214,125 143,614 95,695 Mortgage loan sales 1,200 -- -- Mortgage loan foreclosures -- 119 226 ---------- ---------- ---------- At end of year $1,166,192 $1,066,270 $ 985,953 ========== ========== ========== SBA, Consumer and Other Loans At beginning of year $ 6,725 $ 6,548 $ 5,748 Loans originated: SBA loans 5,408 3,409 3,635 Small business loans 2,030 507 845 Other loans 2,272 2,346 3,021 ---------- ---------- ---------- Total other loans originated 9,710 6,262 7,501 ---------- ---------- ---------- Less: Sales 3,645 1,648 2,474 Repayments 4,298 4,296 4,151 Charge-offs 6 141 76 ---------- ---------- ---------- At end of year $ 8,486 $ 6,725 $ 6,548 ========== ========== ==========
5 Loan Maturity and Repricing. The following table shows the maturity of the Bank's non-mortgage loan portfolio at December 31, 2002. Scheduled repayments are shown in the maturity category in which the payments become due.
Consumer Construction SBA and Other Total ------------ ------ --------- ------- (In thousands) Amounts due within one year $12,776 $ 500 $2,520 $15,796 ------- ------ ------ ------- Amounts due after one year: One to two years 5,051 401 486 5,938 Two to three years -- 379 287 666 Three to five years -- 514 503 1,017 Over five years -- 2,507 389 2,896 ------- ------ ------ ------- Total due after one year 5,051 3,801 1,665 10,517 ------- ------ ------ ------- Total amounts due $17,827 $4,301 $4,185 $26,313 ======= ====== ====== ======= Sensitivity of loans to changes in interest rates - loans due after one year: Fixed rate loans $ 5,051 $3,705 $1,311 $10,067 Adjustable rate loans -- 96 354 450 ------- ------ ------ ------- Total loans due after one year $ 5,051 $3,801 $1,665 $10,517 ======= ====== ====== =======
One-to-Four Family Mortgage Lending. The Bank offers mortgage loans secured by one-to-four family residences, including mixed-use properties, townhouses and condominium units, located in its primary lending area. For purposes of the description contained in this section, one-to-four family residential mortgage loans and co-operative apartment loans are collectively referred to herein as "residential mortgage loans." The Bank offers both fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years and a general maximum loan amount of $650,000. Loan originations generally result from applications received from mortgage brokers and mortgage bankers, existing or past customers, and persons who respond to Bank marketing efforts and referrals. Residential mortgage loans were $438.6 million, or 37.33% of gross loans, at December 31, 2002. During 2002 and 2001, the Bank focused its origination efforts with respect to one-to-four family mortgage loans on mixed-use properties. These properties contain up to four residential dwelling units and a commercial unit. The primary income-producing units of these properties are the residential dwelling units. Mixed-use property mortgage loans generally have a higher interest rate than single-family dwellings. Mixed-use property mortgage loans also have a higher degree of risk than single-family dwellings, as repayment of the loan is usually dependent on the income produced from renting the residential units and the commercial unit. At December 31, 2002, mixed-use property mortgage loans included in one-to-four family residential mortgage loans amounted to $170.5 million, as compared to $109.8 million at December 31, 2001 and $66.0 million at December 31, 2000, representing an increase of $104.5 million during the two year period. Partly in response to the intense competition for originations of one-to-four family residential mortgage loans, the Bank has a program of correspondent relationships with several mortgage bankers and brokers operating in the New York metropolitan area. Under this program, the Bank may, from time-to-time, purchase individual newly originated one-to-four family loans originated by such correspondents. The loans are underwritten pursuant to the Bank's credit underwriting standards and each loan is reviewed by Bank personnel prior to purchase to ensure conformity with such standards. During 2002, through these relationships, the Bank purchased $0.9 million in one-to-four family mortgage loans, as compared to $0.9 million in 2001 and $15.7 million during 2000. The Bank generally originates residential mortgage loans in amounts up to 80% of the appraised value or the sale price, whichever is less. The Bank may make residential mortgage loans with loan-to-value ratios of up to 6 95% of the appraised value of the mortgaged property; however, private mortgage insurance is required whenever loan-to-value ratios exceed 80% of the appraised value of the property securing the loan. Residential mortgage loans originated by the Bank have generally been underwritten to FNMA and other agency guidelines to facilitate securitization and sale in the secondary market. These guidelines require, among other things, verification of the loan applicant's income. However, from time to time, the Bank originates residential mortgage loans to self-employed individuals within the Bank's local community without verification of the borrower's level of income, provided that the borrower's stated income is considered reasonable for the borrower's type of business. These loans involve a higher degree of risk as compared to the Bank's other fully underwritten residential mortgage loans as there is a greater opportunity for self-employed borrowers to falsify or overstate their level of income and ability to service indebtedness. This risk is mitigated by the Bank's policy to limit the amount of one-to-four family residential mortgage loans to 80% of the appraised value of the property or the sale price, whichever is less. The Bank believes that its willingness to make such loans is an aspect of its commitment to be a community-oriented bank. The Bank originated $5.2 million, $11.1 million and $18.7 million in loans of this type during 2002, 2001 and 2000, respectively. The Bank's fixed-rate residential mortgage loans typically are originated for terms of 15 and 30 years and are competitively priced based on market conditions and the Bank's cost of funds. The Bank originated and purchased $35.9 million, $39.9 million and $11.2 million of 15-year fixed-rate residential mortgage loans in 2002, 2001 and 2000, respectively. The Bank also originated and purchased $1.5 million, $10.7 million and $23.4 million of 30-year fixed rate residential mortgage loans in 2002, 2001 and 2000, respectively. These loans have been retained to provide flexibility in the management of the Company's interest rate sensitivity position. At December 31, 2002, $262.4 million, or 59.8%, of the Bank's residential mortgage loans consisted of fixed rate loans. The Bank offers ARM loans with adjustment periods of one, three, five, seven or ten years. Interest rates on ARM loans currently offered by the Bank are adjusted at the beginning of each adjustment period based upon a fixed spread above the average yield on United States treasury securities, adjusted to a constant maturity which corresponds to the adjustment period of the loan (the "U.S. Treasury constant maturity index") as published weekly by the Federal Reserve Board. From time to time, the Bank may originate ARM loans at an initial rate lower than the U.S. Treasury constant maturity index as a result of a discount on the spread for the initial adjustment period. ARM loans generally are subject to limitations on interest rate increases of 2% per adjustment period and an aggregate adjustment of 6% over the life of the loan. The Bank originated and purchased one-to-four family residential ARM loans totaling $54.0 million, $31.7 million and $59.4 million during 2002, 2001 and 2000, respectively. At December 31, 2002, $176.2 million, or 40.2%, of the Bank's residential mortgage loans consisted of ARM loans. The volume and adjustment periods of ARM loans originated by the Bank have been affected by such market factors as the level of interest rates, demand for loans, competition, consumer preferences and the availability of funds. In general, consumers show a preference for ARM loans in periods of high interest rates and for fixed-rate loans when interest rates are low. In periods of declining interest rates, the Bank may experience refinancing activity in ARM loans, whose interest rates may be fully indexed, to fixed-rate loans. The retention of ARM loans in the Bank's portfolio helps reduce the Bank's exposure to interest rate risks. However, in an environment of rapidly increasing interest rates, it is possible for the interest rate increase to exceed the maximum aggregate adjustment on ARM loans and negatively affect the spread between the Bank's interest income and its cost of funds. ARM loans generally involve credit risks different from those inherent in fixed-rate loans, primarily because if interest rates rise, the underlying payments of the borrower rise, thereby increasing the potential for default. However, this potential risk is lessened by the Bank's policy of originating ARM loans with annual and lifetime interest rate caps that limit the increase of a borrower's monthly payment. The Bank has not in the past, nor does it currently originate ARM loans that provide for negative amortization. 7 Home Equity Loans. Home equity loans are included in the Bank's portfolio of one-to-four family residential mortgage loans. These loans are offered as adjustable-rate "home equity lines of credit" on which interest only is due for an initial term of 10 years and thereafter principal and interest payments sufficient to liquidate the loan are required for the remaining term, not to exceed 20 years. These loans also may be offered as fully amortizing closed-end fixed-rate loans for terms up to 15 years. All home equity loans are made on one-to-four family residential and condominium units, which are owner-occupied, and are subject to a 80% loan-to-value ratio computed on the basis of the aggregate of the first mortgage loan amount outstanding and the proposed home equity loan. They are generally granted in amounts from $25,000 to $100,000. The Loan Committee approves loans in excess of $100,000. The underwriting standards for home equity loans are substantially the same as those for residential mortgage loans. At December 31, 2002, home equity loans totaled $7.0 million, or 0.59%, of gross loans. Multi-Family Lending. Loans secured by multi-family income producing properties were $452.7 million, or 38.54% of gross loans, at December 31, 2002, all of which were secured by properties located within the Bank's market area. The Bank's multi-family loans had an average principal balance of $457,000 at December 31, 2002, and the largest multi-family loan held in the Bank's portfolio had a principal balance of $7.4 million. Multi-family loans are generally offered at adjustable rates tied to a market index for terms of five to 10 years with adjustment periods from one to five years. On a select and limited basis, multi-family loans may be made at fixed rates for terms of seven, 10 or 15 years. An origination fee of up to 1% is typically charged on multi-family loans. In underwriting multi-family loans, the Bank reviews the expected net operating income generated by the real estate collateral securing the loan, the age and condition of the collateral, the financial resources and income level of the borrower and the borrower's experience in owning or managing similar properties. The Bank typically requires debt service coverage of at least 125% of the monthly loan payment. Multi-family loans generally are made up to 75% of the appraised value of the property securing the loan or the sale price of the property, whichever is less. The Bank generally obtains personal guarantees from these borrowers and typically orders an environmental report after an inspection has been made of the property securing the loan. Loans secured by multi-family income producing property generally involve a greater degree of risk than residential mortgage loans and carry larger loan balances. The increased credit risk is a result of several factors, including the concentration of principal in a smaller number of loans and borrowers, the effects of general economic conditions on income producing properties and the increased difficulty in evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family income producing property is typically dependent upon the successful operation of the related property. If the cash flow from the property is reduced, the borrower's ability to repay the loan may be impaired. Loans secured by multi-family income producing property also may involve a greater degree of environmental risk. The Bank seeks to protect against this risk through obtaining an environmental report. See "--Asset Quality -- REO." Commercial Real Estate Lending. Loans secured by commercial real estate were $257.1 million, or 21.88% of the Bank's gross loans, at December 31, 2002. The Bank's commercial real estate loans are secured by improved properties such as offices, motels, nursing homes, small business facilities, strip shopping centers, warehouses, and religious facilities. At December 31, 2002, substantially all of the Bank's commercial real estate loans were secured by properties located within the Bank's market area. At that date, the Bank's commercial real estate loans had an average principal balance of $781,000, and the largest of such loans, which was secured by a nursing home, had a principal balance of $6.5 million. Commercial real estate loans are generally originated in a range of $100,000 to $6.0 million. Commercial real estate loans are generally offered at adjustable rates tied to a market index for terms of five to 15 years, with adjustment periods from one to five years. On a select and limited basis, commercial real estate loans may be made at fixed interest rates for terms of seven, 10 or 15 years. An origination fee of up to 1% is typically charged on all commercial real estate loans. In underwriting commercial real estate loans, the Bank employs the same underwriting standards and procedures as are employed in underwriting multi-family loans. Commercial real estate loans generally carry larger loan balances than one-to-four family residential mortgage loans and involve a greater degree of credit risk for the same reasons applicable to multi-family loans. 8 Construction Loans. The Bank's construction loans primarily have been made to finance the construction of one-to-four family residential properties and multi-family residential real estate properties. The Bank's policies provide that construction loans may be made in amounts up to 65% of the estimated value of the developed property and only if the Bank obtains a first lien position on the underlying real estate. In addition, the Bank generally requires firm end-loan commitments, either from the Bank or another financial institution, and personal guarantees on all construction loans. Construction loans are generally made with terms of two years or less. Advances are made as construction progresses and inspection warrants, subject to continued title searches to ensure that the Bank maintains a first lien position. Construction loans outstanding at December 31, 2002 totaled $17.8 million, or 1.52% of gross loans. Construction loans involve a greater degree of risk than other loans because, among other things, the underwriting of such loans is based on an estimated value of the developed property, which can be difficult to ascertain in light of uncertainties inherent in such estimations. In addition, construction lending entails the risk that the project may not be completed due to cost overruns or changes in market conditions. Small Business Administration Lending. These loans are extended to small businesses and are guaranteed by the SBA to a maximum of 85% of the loan balance for loans with balances of $150,000 or less, and to a maximum of 75% of the loan balance for loans with balances greater than $150,000. The maximum amount the SBA can guarantee is $1.0 million. All SBA loans are underwritten in accordance with SBA Standard Operating Procedures and the Bank generally obtains personal guarantees and collateral, where applicable, from SBA borrowers. Typically, SBA loans are originated at a range of $50,000 to $1.0 million with terms ranging from three to 25 years. SBA loans are generally offered at adjustable rates tied to the prime rate (as published in the Wall Street Journal) with adjustment periods of one to three months. The Bank generally sells the guaranteed portion of the SBA loan in the secondary market and retains the servicing rights on these loans, collecting a servicing fee of approximately 1%. At December 31, 2002, SBA loans totaled $4.3 million, representing 0.37% of gross loans. Consumer and Other Lending. The Bank originates other loans for business, personal, or household purposes. Total consumer and other loans outstanding at December 31, 2002 amounted to $4.2 million, or 0.36% of gross loans. Business loans are personally guaranteed by the owners, and may also be secured by additional collateral, including equipment and inventory. The maximum loan size for a business loan is $500,000, with a maximum term of seven years. Consumer loans generally consist of passbook loans and overdraft lines of credit. Generally, unsecured consumer loans are limited to amounts of $5,000 or less for terms of up to five years. The Bank offers credit cards to its customers through a third party financial institution and receives an origination fee and transactional fees for processing such accounts, but does not underwrite or finance any portion of the credit card receivables. The underwriting standards employed by the Bank for consumer and other loans include a determination of the applicant's payment history on other debts and assessment of the applicant's ability to meet payments on all of his or her obligations. In addition to the creditworthiness of the applicant, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount. Unsecured loans tend to have higher risk, and therefore command a higher interest rate. Loan Approval Procedures and Authority. The Bank's Board-approved lending policies establish loan approval requirements for its various types of loan products. The Bank's Residential Mortgage Lending Policy establishes authorized levels of approval. Residential mortgage loans that do not exceed $500,000 require two signatures for approval, one of which must be from the President, Executive Vice President or a Senior Vice President (collectively, "Authorized Officers") and the other from a Senior Underwriter, Manager, Underwriter or Junior Underwriter in the Residential Mortgage Loan Department (collectively, "Loan Officers"). For residential mortgage loans greater than $500,000, three signatures are required for approval, at least two of which must be from the Authorized Officers, and the other one may be a Loan Officer. The Loan Committee, the Executive Committee or the full Board of Directors also must approve residential mortgage loans in excess of $650,000. Pursuant to the Bank's Commercial Real Estate Lending Policy, all loans secured by commercial real estate properties and multi-family income producing properties, must be approved by the President or the Executive Vice President upon the recommendation of the Commercial Loan Department Officer. Such loans in excess of $700,000 also require Loan or Executive Committee or Board approval. In accordance with the Bank's Business Loan Policy, all business loans 9 up to $50,000, and SBA loans up to $500,000, must be approved by the Business Loan Committee, and subsequently ratified by the Management Loan Committee. Business loans in excess of $50,000 up to $500,000, and SBA loans in excess of $500,000 up to $1,500,000, must be approved by the Management Loan Committee and subsequently ratified by the Loan Committee of the Bank's Board of Directors. Consumer loans require two signatures for approval, one of which must be from an Authorized Officer. The Bank's Construction Loan Policy requires that the Loan or Executive Committee or the Board of Directors of the Bank must approve all construction loans. Any loan, regardless of type, that deviates from the Bank's written loan policies must be approved by the Loan or Executive Committee or the Bank's Board of Directors. For all loans originated by the Bank, upon receipt of a completed loan application, a credit report is ordered and certain other financial information is obtained. An appraisal of the real estate intended to secure the proposed loan is required. An independent appraiser designated and approved by the Bank currently performs such appraisals. The Bank's staff appraiser reviews the appraisals. The Bank's Board of Directors annually approves the independent appraisers used by the Bank and approves the Bank's appraisal policy. It is the Bank's policy to require borrowers to obtain title insurance and hazard insurance on all real estate first mortgage loans prior to closing. Borrowers generally are required to advance funds on a monthly basis together with each payment of principal and interest to a mortgage escrow account from which the Bank makes disbursements for items such as real estate taxes and, in some cases, hazard insurance premiums. Loan Concentrations. The maximum amount of credit that the Bank can extend to any single borrower or related group of borrowers generally is limited to 15% of the Bank's unimpaired capital and surplus. Applicable law and regulations permit an additional amount of credit to be extended, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. See "Regulation." However, it is currently the Bank's policy not to extend such additional credit. At December 31, 2002, the Bank had no loans in excess of the maximum dollar amount of loans to one borrower that the Bank was authorized to make. At that date, the three largest concentrations of loans to one borrower consisted of loans secured by a combination of commercial real estate and multi-family income producing properties with an aggregate principal balance of $9.4 million, $8.3 million and $8.3 million for each of the three borrowers. Loan Servicing. At December 31, 2002, the Bank was servicing $16.9 million of mortgage loans and $9.3 million of SBA loans for others. The Bank's policy is to retain the servicing rights to the mortgage and SBA loans that it sells in the secondary market. In order to increase revenue, management intends to continue this policy. Asset Quality Loan Collection. When a borrower fails to make a required payment on a loan, the Bank takes a number of steps to induce the borrower to cure the delinquency and restore the loan to current status. In the case of residential mortgage loans and consumer loans, the Bank generally sends the borrower a written notice of non-payment when the loan is first past due. In the event payment is not then received, additional letters and phone calls generally are made in order to encourage the borrower to meet with a representative of the Bank to discuss the delinquency. If the loan still is not brought current and it becomes necessary for the Bank to take legal action, which typically occurs after a loan is delinquent 45 days or more, the Bank may commence foreclosure proceedings against real property that secures the real estate loan and attempt to repossess personal or business property that secures an SBA loan, business loan, consumer loan or co-operative apartment loan. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure or by the Bank as soon thereafter as practicable. Decisions as to when to commence foreclosure actions for multi-family, commercial real estate and construction loans are made on a case-by-case basis. Since foreclosure typically halts the sale of the collateral and may be a lengthy procedure, the Bank may consider loan work-out arrangements to work with multi-family or commercial real estate borrowers in an effort to restructure the loan rather than foreclose, particularly if the borrower is, in the opinion of management, able to manage the project. In certain circumstances, on rental properties, the Bank may institute proceedings to seize the rent. On mortgage loans or loan participations purchased by the Bank, for which the seller retains the servicing, the Bank receives monthly reports with which it monitors the loan portfolio. Based upon servicing agreements with 10 the servicers of the loans, the Bank relies upon the servicer to contact delinquent borrowers, collect delinquent amounts and initiate foreclosure proceedings, when necessary, all in accordance with applicable laws, regulations and the terms of the servicing agreements between the Bank and its servicing agents. At December 31, 2002, the Bank held $0.6 million of loans that were serviced by others. Delinquent Loans and Non-performing Assets. The Bank generally discontinues accruing interest on delinquent loans when a loan is 90 days past due or foreclosure proceedings have been commenced, whichever first occurs. At that time, previously accrued but uncollected interest is reversed from income. Loans in default 90 days or more as to their maturity date but not their payments, however, continue to accrue interest as long as the borrower continues to remit monthly payments. The following table sets forth information regarding all non-accrual loans, loans which are 90 days or more delinquent and still accruing, and real estate owned ("REO") at the dates indicated. During the years ended December 31, 2002, 2001 and 2000, the amounts of additional interest income that would have been recorded on non-accrual loans, had they been current, totaled $222,000, $117,000 and $79,000, respectively. These amounts were not included in the Bank's interest income for the respective periods.
At December 31, ---------------------------------------------- 2002 2001 2000 1999 1998 ------ ------ ------ ------ ------ (Dollars in thousands) Non-accrual loans: One-to-four family residential $ 816 $1,958 $1,336 $1,349 $1,261 Co-operative apartment 20 20 -- 29 15 Multi-family real estate -- 225 156 -- -- Commercial real estate 2,537 -- -- 1,779 1,280 Construction -- -- -- -- -- ------ ------ ------ ------ ------ Total non-accrual mortgage loans 3,373 2,203 1,492 3,157 2,556 Other non-accrual loans 219 117 126 39 41 ------ ------ ------ ------ ------ Total non-accrual loans 3,592 2,320 1,618 3,196 2,597 Loans 90 days or more delinquent and still accruing -- -- -- -- -- ------ ------ ------ ------ ------ Total non-performing loans 3,592 2,320 1,618 3,196 2,597 Foreclosed real estate -- 93 44 368 77 Investment securities 700 -- -- -- -- ------ ------ ------ ------ ------ Total non-performing assets $4,292 $2,413 $1,662 $3,564 $2,674 ====== ====== ====== ====== ====== Troubled debt restructurings -- -- -- -- -- ====== ====== ====== ====== ====== Non-performing loans to gross loans 0.31% 0.22% 0.16% 0.36% 0.34% Non-performing assets to total assets 0.26% 0.16% 0.12% 0.29% 0.23%
REO. The Bank aggressively markets its REO properties. At December 31, 2002, the Bank did not own any properties acquired through foreclosure. The Bank currently obtains environmental reports in connection with the underwriting of commercial real estate loans, and typically obtains environmental reports in connection with the underwriting of multi-family loans. For all other loans, the Bank obtains environmental reports only if the nature of the current or, to the extent known to the Bank, prior use of the property securing the loan indicates a potential environmental risk. However, the Bank may not be aware of such uses or risks in any particular case, and, accordingly, there is no assurance that real estate acquired by the Bank in foreclosure is free from environmental contamination or that, if any such contamination or other violation exists, the Bank will not have any liability therefor. 11 Allowance for Loan Losses The Bank has established and maintains on its books an allowance for loan losses that is designed to provide reserves for estimated losses inherent in the Bank'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 experiences, trends in the volume of non-accrual loans and regional and national economic conditions. Management reviews the quality of loans and reports to the Loan Committee of the Board of Directors on a monthly basis. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraised 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 Bank's staff appraiser; however, the Bank 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 also are taken into account in determining the appropriate amount of the allowance. In assessing the adequacy of the allowance, management reviews the Bank's loan portfolio by separate categories which have similar risk and collateral characteristics; e.g. commercial real estate, multi-family real estate, one-to-four family residential loans, co-operative apartment loans, SBA loans, business loans and consumer loans. General provisions are established against performing loans in the Bank's portfolio in amounts deemed prudent from time to time based on the Bank's qualitative analysis of the factors described above. The determination of the amount of the allowance for loan losses also includes a review of loans on which full collectibility is not reasonably assured. The primary risk element considered by management with respect to each one-to-four family residential loan, co-operative apartment loan, SBA loan, business loan and consumer loan is any current delinquency on the loan. The primary risk elements considered with respect to commercial real estate and multi-family loans are the financial condition of the borrower, the sufficiency of the collateral (including changes in the value of the collateral) and the record of payment. The Bank's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS and the FDIC, which can require the establishment of additional general allowances or specific loss allowances or require charge-offs. Such authorities may require the Bank to make additional provisions to the allowance based on their judgments about information available to them at the time of their examination. An OTS policy statement provides guidance for OTS examiners in determining whether the levels of general valuation allowances for savings institutions are adequate. The policy statement requires that if a savings institution's general valuation allowance policies and procedures are deemed to be inadequate, the general valuation allowance would be compared to certain ranges of general valuation allowances deemed acceptable by the OTS depending in part on the savings institution's level of classified assets. Management of the Bank believes that the current allowance for loan losses is adequate in light of current economic conditions, the composition of its loan portfolio and other available information and the Board of Directors concurs in this belief. Accordingly, the Bank did not record a provision for loan losses for the years ended December 31, 2002, 2001 and 2000. At December 31, 2002, the total allowance for loan losses was $6.6 million, representing 183.23% of non-performing loans and 153.34% of non-performing assets, compared to ratios of 283.85% and 272.94% respectively, at December 31, 2001. The Bank continues to monitor and, as necessary, modify the level of its allowance for loan losses in order to maintain the allowance at a level which management considers adequate to provide for probable loan losses based on available information. Many factors may require additions to the allowance for loan losses in future periods beyond those currently revealed. These factors include future adverse changes in economic conditions, changes in interest rates and changes in the financial capacity of individual borrowers (any of which may affect the ability of borrowers to make repayments on loans), changes in the real estate market within the Bank's lending area and the value of collateral, or a review and evaluation of the Bank's loan portfolio in the future. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraised values of collateral, national and regional economic conditions, interest rates and other factors. In addition, the Bank's increased emphasis on commercial real estate and multi-family loans can be expected to increase the overall level of 12 credit risk inherent in the Bank's loan portfolio. The greater risk associated with commercial real estate, multi-family loans and construction loans could require the Bank to increase its provisions for loan losses and to maintain an allowance for loan losses as a percentage of total loans that is in excess of the allowance currently maintained by the Bank. Provisions for loan losses are charged against net income. See "--Lending Activities" and "--Asset Quality." The following table sets forth changes in, and the balance of, the Bank's allowance for loan losses at and for the dates indicated.
At and For the Year Ended December 31, ---------------------------------------------------------- 2002 2001 2000 1999 1998 ------ ------ ------ ------ ------ (Dollars in thousands) Balance at beginning of year $6,585 $6,721 $6,818 $6,762 $6,474 Provision for loan losses -- -- -- 36 214 Loans charged-off: One-to-four family -- 1 4 32 91 Co-operative apartment -- -- -- 2 -- Multi-family real estate -- 2 2 -- -- Commercial real estate -- -- -- -- -- Construction -- -- -- -- -- Other 12 146 93 99 12 ------ ------ ------ ------ ------ Total loans charged-off 12 149 99 133 103 ------ ------ ------ ------ ------ Recoveries: Mortgage loans 3 6 -- 153 177 Other loans 5 7 2 -- -- ------ ------ ------ ------ ------ Total recoveries 8 13 2 153 177 ------ ------ ------ ------ ------ Balance at end of year $6,581 $6,585 $6,721 $6,818 $6,762 ====== ====== ====== ====== ====== Ratio of net charge-offs (recoveries) during the year to average loans outstanding during the year 0.00% 0.01% 0.01% 0.00% (0.01)% Ratio of allowance for loan losses to gross loans at end of the year 0.56% 0.61% 0.68% 0.77% 0.89% Ratio of allowance for loan losses to non-performing loans at the end of year 183.23% 283.85% 415.32% 213.29% 260.36% Ratio of allowance for loan losses to non-performing assets at the end of year 153.34% 272.94% 404.28% 191.29% 252.83%
13 The following table sets forth the Bank's allocation of its allowance for loan losses to the total amount of loans in each of the categories listed at the dates indicated. The numbers contained in the "Amount" column indicate the allowance for loan losses allocated for each particular loan category. The numbers contained in the column entitled "Percentage of Loans in Category to Total Loans" indicate the total amount of loans in each particular category as a percentage of the Bank's total loan portfolio.
At December 31, ----------------------------------------------------------------------- 2002 2001 2000 --------------------- --------------------- --------------------- Percentage Percentage Percentage of Loans in of Loans in of Loans in Category to Category to Category to Loan Category Amount Total Loans Amount Total Loans Amount Total Loans ------------------------------------------------------------------------------------------------------------ (Dollars in thousands) Mortgage Loans: One-to-four family $1,515 36.89% $1,870 43.04% $1,916 47.13% Co-operative 119 0.44 109 0.62 126 0.81 Multi-family 1,286 38.54 982 34.45 1,134 33.68 Commercial 2,807 21.88 3,007 19.98 2,983 16.88 Construction 52 1.52 34 1.29 27 0.84 ------------------ ------------------ ------------------ Total mortgage loans 5,779 99.27 6,002 99.38 6,186 99.34 Small Business Administration loans 499 0.37 418 0.36 295 0.29 Other Loans 303 0.36 165 0.26 240 0.37 ------------------ ------------------ ------------------ Total loans $6,581 100.00% $6,585 100.00% $6,721 100.00% ================== ================== ================== At December 31, ---------------------------------------------- 1999 1998 --------------------- --------------------- Percentage Percentage of Loans in of Loans in Category to Category to Loan Category Amount Total Loans Amount Total Loans ------ ----------- ------ ----------- (Dollars in thousands) Mortgage Loans: One-to-four family $1,903 46.92% $2,575 47.69% Co-operative 144 1.01 278 1.35 Multi-family 1,216 35.19 1,395 36.57 Commercial 3,003 15.53 1,990 13.37 Construction 24 0.70 114 0.42 ----------------- ----------------- Total mortgage loans 6,290 99.35 6,352 99.40 Small Business Administration loans 237 0.27 273 0.35 Other Loans 291 0.38 137 0.25 ----------------- ----------------- Total loans $6,818 100.00% $6,762 100.00% ================= =================
14 Investment Activities General. The investment policy of the Company, which is approved by the Board of Directors, is designed primarily to manage the interest rate sensitivity of its overall assets and liabilities, to generate a favorable return without incurring undue interest rate and credit risk, to complement the Bank's lending activities and to provide and maintain liquidity. In establishing its investment strategies, the Company considers its business and growth strategies, the economic environment, its interest rate risk exposure, its interest rate sensitivity "gap" position, the types of securities to be held, and other factors. See "Management's Discussion and Analysis of Financial Condition and Results of Operation -- Management Strategy," included in the Annual Report and incorporated herein by reference. Federally chartered savings institutions have authority to invest in various types of assets, including U.S. government obligations, securities of various federal agencies, mortgage-backed and mortgage-related securities, certain certificates of deposit of insured banks and savings institutions, certain bankers acceptances, reverse repurchase agreements, loans of federal funds, and, subject to certain limits, corporate securities, commercial paper and mutual funds. The Investment Committee of the Bank and the Company meets quarterly to monitor investment transactions and to establish investment strategy. The Board of Directors reviews the investment policy on an annual basis and investment activity on a monthly basis. The Company classifies its investment securities as available for sale. Unrealized gains and losses (other than unrealized losses considered other than temporary) for available-for-sale securities are excluded from earnings and included in Accumulated Other Comprehensive Income (a separate component of equity), net of taxes. At December 31, 2002, the Company had $359.0 million in securities available for sale which represented 21.71% of total assets. These securities had an aggregate market value at December 31, 2002 that was approximately 2.7 times the amount of the Company's equity at that date. The cumulative balance of unrealized net gains on securities available for sale was $4.6 million, net of taxes, at December 31, 2002. As a result of the magnitude of the Company's holdings of securities available for sale, changes in interest rates could produce significant changes in the value of such securities and could produce significant fluctuations in the equity of the Company. See Note 6 of Notes to Consolidated Financial Statements, included in the Annual Report and incorporated herein by reference. The Company may from time to time sell securities and realize a loss if the proceeds of such sale may be reinvested in loans or other assets offering more attractive yields. At December 31, 2002, the Company had no investment in a particular issuer's securities, excluding government agencies, that either alone, or together with any investments in the securities of any affiliate(s) of such issuer, exceeded 10% of the Company's equity. 15 The table below sets forth certain information regarding the amortized cost and market values of the Company's and Bank's securities portfolio, interest bearing deposits and federal funds, at the dates indicated. Securities available for sale are recorded at market value. See Note 6 of Notes to Consolidated Financial Statements, included in the Annual Report, incorporated herein by reference.
At December 31, ------------------------------------------------------------------ 2002 2001 2000 -------------------- ------------------- -------------------- Amortized Market Amortized Market Amortized Market Cost Value Cost Value Cost Value -------------------- ------------------- -------------------- (In thousands) Securities available for sale Bonds and other debt securities: U.S. government and agencies $ 15,376 $ 15,609 $ -- $ -- $ 5,990 $ 5,932 Corporate debentures 1,700 2,252 32,884 32,985 2,835 2,847 Public utility -- -- 8,042 8,132 1,001 1,038 -------------------- ------------------- -------------------- Total bonds and other debt securities 17,076 17,861 40,926 41,117 9,826 9,817 -------------------- ------------------- -------------------- Mutual funds 19,535 19,412 18,899 18,867 3,566 3,593 -------------------- ------------------- -------------------- Equity securities: Common stock 243 862 243 842 243 505 Preferred stock 1,610 1,594 1,641 1,655 2,608 2,679 -------------------- ------------------- -------------------- Total equity securities 1,853 2,456 1,884 2,497 2,851 3,184 -------------------- ------------------- -------------------- Mortgage-backed securities: GNMA 94,302 97,529 132,678 134,125 201,688 200,718 FNMA 114,103 116,983 50,895 51,359 9,516 9,725 FHLMC 46,468 47,153 20,552 20,810 8,527 8,612 REMIC and CMO 57,049 57,590 36,292 36,764 19,493 19,571 -------------------- ------------------- -------------------- Total mortgage-backed securities 311,922 319,255 240,417 243,058 239,224 238,626 -------------------- ------------------- -------------------- Total securities available for sale 350,386 358,984 302,126 305,539 255,467 255,220 -------------------- ------------------- -------------------- Interest-bearing deposits and Federal funds sold 34,785 34,785 28,367 28,367 12,185 12,185 -------------------- ------------------- -------------------- Total $385,171 $393,769 $330,493 $333,906 $267,652 $267,405 ==================== =================== ====================
Mortgage-backed securities. At December 31, 2002, the Company had $319.3 million invested in mortgage-backed securities, of which $79.1 million was invested in adjustable-rate mortgage-backed securities. The mortgage loans underlying these adjustable-rate securities generally are subject to limitations on annual and lifetime interest rate increases. The Company anticipates that investments in mortgage-backed securities may continue to be used in the future to supplement mortgage-lending activities. Mortgage-backed securities are more liquid than individual mortgage loans and may be used more easily to collateralize obligations of the Bank. 16 The following table sets forth the Company's mortgage-backed securities purchases, sales and principal repayments for the years indicated:
For the Year Ended December 31, ------------------------------------ 2002 2001 2000 ------------------------------------ (In thousands) At beginning of year $243,058 $238,626 $269,022 Purchases of mortgage-backed securities 227,309 131,818 22,265 Amortization of unearned premium, net of accretion of unearned discount (1,693) (848) (927) Net change in unrealized gains (losses) on mortgage-backed securities available for sale 4,692 3,239 7,403 Sales of mortgage-backed securities (15,768) (27,484) (23,007) Principal repayments received on mortgage-backed securities (138,343) (102,293) (36,130) ------------------------------------ Net increase (decrease) in mortgage-backed securities 76,197 4,432 (30,396) ------------------------------------ At end of year $319,255 $243,058 $238,626 ====================================
While mortgage-backed securities carry a reduced credit risk as compared to whole loans, such securities remain subject to the risk that a fluctuating interest rate environment, along with other factors such as the geographic distribution of the underlying mortgage loans, may alter the prepayment rate of such mortgage loans and so affect both the prepayment speed and value of such securities. Neither the Company nor the Bank has any derivative instruments that are extremely sensitive to changes in interest rates. 17 The table below sets forth certain information regarding the amortized cost, estimated fair value, annualized weighted average yields and maturities of the Company's and the Bank's debt and equity securities at December 31, 2002. The stratification of balances is based on stated maturities. Equity securities are shown as immediately maturing, except for preferred stocks with stated redemption dates, which are shown in the period they are scheduled to be redeemed. Assumptions for repayments and prepayments are not reflected for mortgage-backed securities. The Company and the Bank carry these investments at their estimated fair value in the consolidated financial statements.
One Year or Less One to Five Years Five to Ten Years ------------------ ------------------ ------------------- Weighted Weighted Weighted Amortized Average Amortized Average Amortized Average Cost Yield Cost Yield Cost Yield ------------------ ------------------ ------------------- (Dollars in thousands) Securities available for sale Bonds and other debt securities: U.S. government and agencies -- -- -- -- $ 10,282 5.96% Corporate debt -- -- $ 1,700 7.36% -- -- ----------------- ---------------- ---------------- Total bonds and other debt securities -- -- 1,700 7.36 10,282 5.96 ----------------- ---------------- ---------------- Mutual funds $ 19,535 3.31% -- -- -- -- ----------------- ---------------- ---------------- Equity securities: Common stock 243 10.39 -- -- -- -- Preferred stock 735 5.73 275 7.35 -- -- ----------------- ---------------- ---------------- Total equity securities 978 6.89 275 7.35 -- -- ----------------- ---------------- ---------------- Mortgage-backed securities: GNMA -- -- -- -- -- -- FNMA -- -- 125 7.53 22,179 5.43 FHLMC -- -- -- -- -- -- REMIC and CMO -- -- -- -- 22,650 4.88 ----------------- ---------------- ---------------- Total mortgage-backed securities -- -- 125 7.53 44,829 5.15 ----------------- ---------------- ---------------- Interest-bearing deposits and Federal Funds sold 34,785 1.15 -- -- -- -- ----------------- ---------------- ---------------- Total securities $ 55,298 2.01% $ 2,100 7.37% $ 55,111 5.30% ================= ================ ================ More than Ten Years Total Securities ------------------ ------------------------------------------ Average Weighted Remaining Weighted Amortized Average Years to Amortized Estimated Average Cost Yield Maturity Cost Fair Value Yield ------------------ -------------------- -------------------- (Dollars in thousands) Securities available for sale Bonds and other debt securities: U.S. government and agencies $ 5,094 6.87% 11.09 $ 15,376 $ 15,609 6.26% Corporate debt -- -- 1.62 1,700 2,252 7.36 ---------------- -------------------------------------- Total bonds and other debt securities 5,094 6.87 10.15 17,076 17,861 6.37 ---------------- -------------------------------------- Mutual funds -- -- N/A 19,535 19,412 3.31 ---------------- -------------------------------------- Equity securities: Common stock -- -- N/A 243 862 10.39 Preferred stock 600 9.96 10.71 1,610 1,594 7.58 ---------------- -------------------------------------- Total equity securities 600 9.96 10.71 1,853 2,456 7.95 ---------------- -------------------------------------- Mortgage-backed securities: GNMA 94,302 5.96 27.22 94,302 97,529 5.96 FNMA 91,799 5.42 16.99 114,103 116,983 5.42 FHLMC 46,468 5.68 22.14 46,468 47,153 5.68 REMIC and CMO 34,399 5.01 15.12 57,049 57,590 4.96 ---------------- -------------------------------------- Total mortgage-backed securities 266,968 5.60 20.51 311,922 319,255 5.54 ---------------- -------------------------------------- Interest-bearing deposits and Federal Funds sold -- -- N/A 34,785 34,785 1.15 ---------------- -------------------------------------- Total securities $272,662 5.64% 19.93 $385,171 $393,769 5.08% ================ ======================================
18 Sources of Funds General. Deposits, FHLB-NY borrowings, repurchase agreements, principal and interest payments on loans, mortgage-backed and other securities, and proceeds from sales of loans and securities are the Company's primary sources of funds for lending, investing and other general purposes. Deposits. The Bank offers a variety of deposit accounts having a range of interest rates and terms. The Bank's deposits principally consist of passbook accounts, money market accounts, demand accounts, NOW accounts and certificates of deposit. The Bank has a relatively stable retail deposit base drawn from its market area through its ten full service offices. The Bank seeks to retain existing depositor relationships by offering quality service and competitive interest rates, while keeping deposit growth within reasonable limits. It is management's intention to balance its goal to maintain competitive interest rates on deposits while seeking to manage its cost of funds to finance its strategies. The Bank's core deposits, consisting of passbook accounts, NOW accounts, money market accounts, and non-interest bearing demand accounts, are typically more stable and lower costing than other sources of funding. However, the flow of deposits into a particular type of account is influenced significantly by general economic conditions, changes in prevailing money market and other interest rates, and competition. The Bank has seen an increase in its deposits in each of the past two years. During this time period, it is generally believed that investors have withdrawn funds from the stock market, which has declined in value each of these years, and deposited these funds in banks. During 2002, the nation's economy expanded slowly and, in response, the Federal Reserve lowered interest rates. The Bank responded by lowering interest rates paid to its depositors. The Bank also saw an increase in its due to depositors of $183.5 million. The new deposits were obtained at rates that were lower than the weighted average interest rate of existing deposits. In addition, certificate of deposit accounts were renewed at interest rates that were lower than was paid on the maturing deposits. As a result, during 2002, the weighted average interest rate paid by the Bank on its deposits declined throughout the year. The cost of deposits declined to 3.00% in the fourth quarter of 2002 from 3.71% in the fourth quarter of 2001. For the year ended December 31, 2002, the cost of deposits was 3.16% compared to 4.08% in 2001. While we are unable to predict the direction of future interest rate changes, should interest rates increase during 2003, it could result in an increase in the Company's cost of deposits and a narrowing of the Company's net interest margin. Included in deposits are certificates of deposit with a balance of $100,000 or more totaling $100.9 million, $75.2 million and $53.7 million at December 31, 2002, 2001 and 2000, respectively. 19 The following table sets forth the distribution of the Bank's deposit accounts at the dates indicated and the weighted average nominal interest rates on each category of deposits presented.
At December 31, -------------------------------------------------------------------- 2002 2001 --------------------------------- --------------------------------- Weighted Weighted Percent Average Percent Average of Total Nominal of Total Nominal Amount Deposits Rate Amount Deposits Rate ---------- -------- ------- ---------- -------- ------- (Dollars in thousands) Passbook accounts (1) $ 213,572 21.11% 1.00% $ 195,855 23.64% 1.73% NOW accounts (1) 39,795 3.93 0.75 33,107 4.00 1.01 Demand accounts (1) 35,287 3.49 -- 28,594 3.45 -- Mortgagors' escrow deposits 9,812 0.97 0.38 10,065 1.21 0.53 ---------- ------ ---- --------- ------ ---- Total 298,466 29.50 0.83 267,621 32.30 1.41 ---------- ------ ---- --------- ------ ---- Money market accounts (1) 170,029 16.80 2.31 93,789 11.32 2.39 Certificate of deposit accounts with original maturities of: 6 Months and less 46,435 4.59 1.57 60,948 7.36 2.77 6 to 12 Months 62,005 6.13 2.21 62,607 7.56 3.64 12 to 30 Months 229,550 22.69 3.66 215,477 25.99 4.88 30 to 48 Months 45,338 4.48 4.40 23,166 2.80 5.18 48 to 72 Months 153,997 15.22 5.61 99,064 11.96 6.24 72 Months or more 6,005 0.59 6.51 5,910 0.71 6.69 ---------- ------ ----- --------- ------ ---- Total certificate of deposit accounts 543,330 53.70 3.96 467,172 56.38 4.76 ---------- ------ ----- --------- ------ ---- Total deposits (2) $1,011,825 100.00% 2.76% $ 828,582 100.00% 3.41% ========== ====== ===== ========= ====== ==== At December 31, --------------------------------- 2000 --------------------------------- Weighted Percent Average of Total Nominal Amount Deposits Rate ---------- -------- ------- (Dollars in thousands) Passbook accounts (1) $ 186,207 26.99% 2.08% NOW accounts (1) 29,615 4.29 1.92 Demand accounts (1) 20,913 3.03 -- Mortgagors' escrow deposits 7,753 1.12 0.65 ---------- ------ ---- Total 244,488 35.43 1.84 ---------- ------ ---- Money market accounts (1) 43,136 6.25 3.49 Certificate of deposit accounts with original maturities of: 6 Months and less 45,025 6.53 5.38 6 to 12 Months 29,586 4.29 5.40 12 to 30 Months 214,237 31.08 5.76 30 to 48 Months 17,689 2.56 5.85 48 to 72 Months 88,794 12.87 6.50 72 Months or more 6,856 0.99 6.63 ---------- ------ ---- Total certificate of deposit accounts 402,187 58.32 5.87 ---------- ------ ---- Total deposits (2) $ 689,811 100.00% 4.29% ========== ====== ====
(1) Weighted average nominal rate as of the year end date equals the stated rate offered. (2) Included in the above balances are IRA and Keogh deposits totaling $131.0 million, $111.8 million and $92.7 million at December 31, 2002, 2001 and 2000, respectively. 20 The following table presents by various rate categories, the amount of certificate of deposit accounts outstanding at the dates indicated and the years to maturity of the certificate accounts outstanding at December 31, 2002.
At December 31, 2002 ------------------------------------------- At December 31, Within One to ---------------------------------- One Three There- 2002 2001 2000 Year Years after Total -------- -------- -------- -------- -------- -------- -------- (Dollars in thousands) Certificate of deposit accounts: 1.99 or less $ 85,654 $ 16,974 -- $ 82,972 $ 2,682 -- $ 85,654 2.00 to 2.99 95,327 51,971 $ 621 54,767 40,076 $ 484 95,327 3.00 to 3.99 131,984 97,942 -- 43,949 81,534 6,501 131,984 4.00 to 4.99 89,064 87,440 30,294 30,988 6,249 51,827 89,064 5.00 to 5.99 67,299 87,143 204,136 37,808 8,226 21,265 67,299 6.00 to 6.99 50,281 102,429 141,608 7,861 39,607 2,813 50,281 7.00 to 7.99 23,721 23,273 25,528 198 19,273 4,250 23,721 -------- -------- -------- -------- -------- -------- -------- Total $543,330 $467,172 $402,187 $258,543 $197,647 $ 87,140 $543,330 ======== ======== ======== ======== ======== ======== ========
The following table presents by various maturity categories the amount of certificate of deposit accounts with balances of $100,000 or more at December 31, 2002 and their annualized weighted average interest rates. Amount Weighted Average Rate ------ --------------------- (Dollars in thousands) Maturity Period: Three months or less $ 14,300 3.42% Over three through six months 9,171 3.50 Over six through 12 months 17,600 3.39 Over 12 months 59,855 4.85 -------- ---- Total $100,926 4.27% ======== ==== The following table presents the deposit activity, including mortgagors' escrow deposits, of the Bank for the periods indicated. For the Year Ended December 31, ------------------------------- 2002 2001 2000 -------- -------- -------- (Dollars in thousands) Net deposits / (withdrawals) $155,039 $109,060 ($ 4,603) Interest credited on deposits 28,204 29,711 27,473 -------- -------- -------- Total increase (decrease) in deposits $183,243 $138,771 $ 22,870 ======== ======== ======== 21 The following table sets forth the distribution of the Bank's average deposit accounts for the years indicated, the percentage of total deposit portfolio, and the average interest cost of each deposit category presented. Average balances for all years shown are derived from daily balances.
For The Year Ended December 31, --------------------------------------------------------------------------------------------- 2002 2001 2000 ----------------------------- ----------------------------- ----------------------------- Percent Percent Percent Average of Total Average Average of Total Average Average of Total Average Balance Deposits Cost Balance Deposits Cost Balance Deposits Cost ----------------------------- ----------------------------- ----------------------------- (Dollars in thousands) Passbook accounts $208,250 22.57% 1.51% $188,701 25.01% 2.00% $189,852 27.84% 2.07% NOW accounts 36,054 3.91 0.89 30,736 4.07 1.64 27,838 4.08 1.90 Demand accounts 29,827 3.23 -- 26,319 3.49 -- 23,200 3.40 -- Mortgagors' escrow deposits 15,064 1.63 0.38 13,013 1.72 0.53 13,177 1.93 0.65 ----------------------------- ----------------------------- --------------------------- Total 289,195 31.34 1.22 258,769 34.29 1.68 254,067 37.25 1.79 Money market accounts 126,431 13.70 2.40 71,820 9.52 3.21 42,791 6.27 3.36 Certificate of deposit accounts 507,104 54.96 4.27 423,812 56.19 5.44 385,237 56.48 5.58 ----------------------------- ----------------------------- --------------------------- Total deposits $922,730 100.00% 3.06% $754,401 100.00% 3.94% $682,095 100.00% 4.03% ============================= ============================= ===========================
Borrowings. Although deposits are the Bank's primary source of funds, the Bank also uses borrowings as an alternative and cost effective source of funds for lending, investing and other general purposes. The Bank is a member of, and is eligible to obtain advances from, the FHLB-NY. Such advances generally are secured by a blanket lien against the Bank's mortgage portfolio and the Bank's investment in the stock of the FHLB-NY. In addition, the Bank may pledge mortgage-backed securities to obtain advances from the FHLB-NY. See "Regulation -- Federal Home Loan Bank System". The maximum amount that the FHLB-NY will advance for purposes other than for meeting withdrawals fluctuates from time to time in accordance with the policies of the FHLB-NY. The Bank also enters into repurchase agreements with broker-dealers and the FHLB-NY. These agreements are recorded as financing transactions and the obligations to repurchase are reflected as a liability in the Company's consolidated financial statements. In addition, the Trust issued $20.0 million of floating rate capital securities in July 2003, which are also reflected as a liability in the Company's consolidated financial statements. The average cost of borrowed funds was 5.30%, 5.90% and 6.18% for 2002, 2001 and 2000, respectively. The average balances of borrowed funds were $497.0 million, $508.4 million and $478.7 million for 2002, 2001 and 2000, respectively. 22 The following table sets forth certain information regarding the Bank's borrowed funds at or for the periods ended on the dates indicated.
At or For the Year Ended December 31, -------------------------------------------------- 2002 2001 2000 -------- -------- -------- (Dollars in thousands) Securities Sold with the Agreement to Repurchase Average balance outstanding $108,514 $156,640 $145,575 Maximum amount outstanding at any month end during the period $113,900 $182,226 $164,382 Balance outstanding at the end of period $113,900 $113,150 $164,382 Weighted average interest rate during the period 5.58% 5.71% 5.81% Weighted average interest rate at end of period 5.37% 5.60% 5.87% FHLB-NY Advances Average balance outstanding $378,916 $351,794 $333,100 Maximum amount outstanding at any month end during the period $404,284 $400,285 $353,119 Balance outstanding at the end of period $359,264 $400,285 $344,457 Weighted average interest rate during the period 5.21% 5.98% 6.34% Weighted average interest rate at end of period 5.13% 5.37% 6.36% Trust Preferred Capital Securities Average balance outstanding $ 9,534 -- -- Maximum amount outstanding at any month end during the period $ 20,000 -- -- Balance outstanding at the end of period $ 20,000 -- -- Weighted average interest rate during the period 5.66% -- -- Weighted average interest rate at end of period 5.43% -- -- Total Borrowings Average balance outstanding $496,964 $508,434 $478,675 Maximum amount outstanding at any month end during the period $517,434 $513,915 $508,839 Balance outstanding at the end of period $493,164 $513,435 $508,839 Weighted average interest rate during the period 5.30% 5.90% 6.18% Weighted average interest rate at end of period 5.20% 5.42% 6.20%
Subsidiary Activities At December 31, 2002, the Bank had three wholly owned subsidiaries: FSB Properties, Inc. ("Properties"), Flushing Preferred Funding Corporation ("FPFC") and Flushing Service Corporation. (a) Properties was formed in 1976 under the Bank's New York State leeway investment authority. The original purpose of Properties was to engage in joint venture real estate equity investments. The Bank discontinued these activities in 1986. The last joint venture in which Properties was a partner was dissolved in 1989. The last remaining property acquired by the dissolution of these joint ventures was disposed of in 1998. (b) FPFC was formed in the fourth quarter of 1997 as a real estate investment trust for the purpose of acquiring, holding and managing real estate mortgage assets. FPFC also provides an additional vehicle for access by the Company to the capital markets for future opportunities. 23 (c) Flushing Service Corporation was formed in 1998 to market insurance products and mutual funds. The insurance products and mutual funds sold are products of unrelated insurance and securities firms from which the service corporation earns a commission. Personnel At December 31, 2002, the Bank had 181 full-time employees and 52 part-time employees. None of the Bank's employees are represented by a collective bargaining unit, and the Bank considers its relationship with its employees to be good. Stock-Based Compensation The Company has two stock-based compensation plans: The 1996 Restricted Stock Incentive Plan ("Restricted Stock Plan") and the 1996 Stock Option Incentive Plan ("Stock Option Plan"), both of which became effective on May 21, 1996 after adoption by the Board of Directors and approval by the stockholders. The aggregate number of shares of common stock which may be issued under the Restricted Stock Plan, as amended, may not exceed 817,125 shares to employees, and may not exceed 262,875 shares to outside directors, for a total of 1,080,000 shares. Lapsed, forfeited or canceled awards and shares withheld from an award to satisfy tax obligations will not count against these limits, and will be available for subsequent grants. The shares distributed under the Restricted Stock Plan may be shares held in treasury or authorized but unissued shares. The Board of Directors has discretion to determine the vesting period of all grants to employees. All grants that have been awarded to employees vest 20% per year over a five-year period. Initial grants to outside directors vest 20% per year over a five-year period, while subsequent annual grants to outside directors vest one-third per year over a three-year period. All grants have full vesting in the event of death, disability, retirement or a change in control. The Stock Option Plan provides for the grant of incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code, nonstatutory stock options, and limited stock appreciation rights granted in tandem with such options. The aggregate number of shares of common stock which may be issued under the Stock Option Plan, as amended, with respect to options granted to employees may not exceed 2,115,937 shares, and with respect to options granted to outside directors may not exceed 814,687 shares, for a total of 2,930,624 shares. Lapsed, forfeited or canceled options will not count against these limits and will be available for subsequent grants. However, the cancellation of an option upon exercise of a related stock appreciation right will count against these limits. Options with respect to more than 168,750 shares of common stock may not be granted to any employee in any calendar year. The shares distributed under the Stock Option Plan may be shares held in treasury or authorized but unissued shares. The Board of Directors has discretion to determine the vesting period of all grants to employees. All grants that have been awarded to employees vest 20% per year over a five-year period. Initial grants to outside directors vest 20% per year over a five-year period, while subsequent annual grants to outside directors vest one-third per year over a three-year period. All grants have full vesting in the event of death, disability, retirement or a change in control. 24 RISK FACTORS In addition to the other information contained in this Annual Report on Form 10-K, the following factors and other considerations should be considered carefully in evaluating the Company, the Bank and their business. Effect of Interest Rates Like most financial institutions, the Company's results of operations depends to a large degree on its net interest income. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets, a significant increase in market interest rates could adversely affect net interest income. Conversely, a significant decrease in market interest rates could result in increased net interest income. As a general matter, the Company seeks to manage its business to limit its overall exposure to interest rate fluctuations. However, fluctuations in market interest rates are neither predictable nor controllable and may have a material adverse impact on the operations and financial condition of the Company. Additionally, in a rising interest rate environment, a borrower's ability to repay adjustable rate mortgages can be negatively affected as payments increase at repricing dates. Prevailing interest rates also affect the extent to which borrowers prepay and refinance loans. Declining interest rates tend to result in an increased number of loan prepayments and loan refinancings to lower than original interest rates, as well as prepayments of mortgage-backed securities. Such prepayments and refinancings adversely affect the average yield on the Company's loan and mortgage-backed securities portfolio, the value of mortgage loans and mortgage-backed securities in the Company's portfolio, the levels of such assets that are retained by the Company, net interest income and loan servicing income. However, the Bank may receive additional loan fees when existing loans are refinanced, which may partially offset reduced yield on the Bank's loan portfolio resulting from prepayments. In periods of low interest rates, the Bank's level of core deposits also may decline if depositors seek higher yielding instruments or other investments not offered by the Bank, which in turn may increase the Bank's cost of funds and decrease its net interest margin to the extent alternative funding sources are utilized. Significant increases in prevailing interest rates may significantly affect demand for loans and value of bank collateral. See "--Local Economic Conditions." Lending Activities Multi-family and commercial real estate loans, the increased origination of which is part of management's strategy, and construction loans, the level of which remains low but has been increasing, are generally viewed as exposing the lender to a greater risk of loss than fully underwritten conventional one-to-four family residential loans and typically involve higher principal amounts per loan. Repayment of multi-family and commercial real estate loans generally is dependent, in large part, upon sufficient income from the property to cover operating expenses and debt service. Repayment of construction loans is contingent upon the successful completion and operation of the project. Changes in local economic conditions and government regulations, which are outside the control of the borrower or lender, also could affect the value of the security for the loan or the future cash flow of the affected properties. The focus of management's strategy in its originations of one-to-four family mortgage loans is on mixed-use property mortgage loans, and on residential mortgage loans to self-employed individuals within the Bank's local community without verification of the borrower's level of income. Repayment of mixed-use property real estate loans generally is dependent, in large part, upon sufficient income from the property to cover operating expenses and debt service payments. Mortgage loans originated without verifying the borrower's level of income involve a higher degree of risk as compared to the Bank's other fully underwritten conventional residential mortgage loans as there is a greater opportunity for self-employed borrowers to falsify or overstate their level of income and ability to service indebtedness. These risks are mitigated by the Bank's policy to limit the amount of one-to-four family residential mortgage loans to 80% of the appraised value or sale price, whichever is less. These loans are not as readily saleable in the secondary market as the Bank's other fully underwritten loans, either as whole loans or when pooled or securitized. 25 There can be no assurance that the Bank will be able to successfully implement its business strategies with respect to these higher yielding loans. In assessing the future earnings prospects of the Bank, investors should consider, among other things, the Bank's level of origination of one-to-four family loans (including mixed-use property mortgage loans and loans to self-employed borrowers), the Bank's emphasis on commercial real estate and multi-family loans and the greater risks associated with such loans. See "Business -- Lending Activities". Competition The Bank faces intense and increasing competition both in making loans and in attracting deposits. The Bank's market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence than the Bank, and all of which are competitors of the Bank to varying degrees. The future earnings prospects of the Bank will be affected by the Bank's ability to compete effectively with other financial institutions and to implement its business strategies. See "Business -- Market Area and Competition." Local Economic Conditions The Company's operating results can also be affected by national and local economic conditions. During 2002, the nation's economy was generally considered to be expanding slowly. World events, particularly the "War on Terror" and the unsettled situation in the Middle East (primarily the situation with Iraq), slowed the economic recovery. The local area economy has been further hurt by the September 11, 2001 attacks on New York City's financial district, in particular, the destruction of the World Trade Center buildings. The Bank does not have a significant amount of mortgages or other loans to borrowers located in the area that was destroyed or damaged in the attacks of September 11, 2001. In addition, job growth was limited during 2002. These economic conditions can result in borrowers defaulting on their loans, or withdrawing their funds on deposit at the Bank to meet their financial obligations. While we have not seen a significant increase in delinquent loans, and have seen an increase in deposits, we cannot predict the effect of these economic conditions on the Company's financial condition or operating results. A decline in the local economy, national economy or metropolitan area real estate market could adversely affect the financial condition and results of operations of the Company, including through decreased demand for loans or increased competition for good loans, increased non-performing loans and loan losses and resulting additional provisions for loan losses and for losses on real estate owned. Although management of the Bank believes that the current allowance for loan losses is adequate in light of current economic conditions, many factors could require additions to the allowance for loan losses in future periods above those currently revealed. These factors include: (1) adverse changes in economic conditions and changes in interest rates that may affect the ability of borrowers to make payments on loans, (2) changes in the financial capacity of individual borrowers, (3) changes in the local real estate market and the value of the Bank's loan collateral, and (4) future review and evaluation of the Bank's loan portfolio, internally or by regulators. The amount of the allowance for loan losses at any time represents good faith estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and regional economic conditions, prevailing interest rates and other factors. See "Business -- Allowance for Loan Losses." Legislation and Proposed Changes From time to time, legislation is enacted or regulations are promulgated that have the effect of increasing the cost of doing business, limiting or expanding permissible activities or affecting the competitive balance between banks and other financial institutions. Proposals to change the laws and regulations governing the operations and taxation of banks and other financial institutions are frequently made in Congress, in the New York legislature and before various bank regulatory agencies. No prediction can be made as to the likelihood of any major changes or the impact such changes might have on the Bank or the Company. Certain Anti-Takeover Provisions On September 17, 1996, the Company adopted a Stockholder Rights Plan (the "Rights Plan") designed to preserve long-term values and protect stockholders against stock accumulations and other abusive tactics to acquire 26 control of the Company. Under the Rights Plan, each stockholder of record at the close of business on September 30, 1996 received a dividend distribution of one right to purchase from the Company one two hundred twenty-fifth of a share of a new series of junior participating preferred stock at a price of $64, subject to certain adjustments. The rights will become exercisable only if any person or group acquires 15% or more of the Company's common stock ("Common Stock") or commences a tender or exchange offer which, if consummated, would result in that person or group owning at least 15% of the Common Stock (the "acquiring person or group"). In such case, all stockholders other than the acquiring person or group will be entitled to purchase, by paying the $64 exercise price, Common Stock (or a common stock equivalent) with a value of twice the exercise price. In addition, at any time after such event, and prior to the acquisition by any person or group of 50% or more of the Common Stock, the Board of Directors may, at its option, require each outstanding right (other than rights held by the acquiring person or group) to be exchanged for one share of Common Stock (or one common stock equivalent). The rights expire on September 30, 2006. The Rights Plan, as well as certain provisions of the Company's certificate of incorporation and bylaws, the Bank's federal stock charter and bylaws, certain federal regulations and provisions of Delaware corporation law, and certain provisions of remuneration plans and agreements applicable to employees and officers of the Bank may have anti-takeover effects by discouraging potential proxy contests and other takeover attempts, particularly those which have not been negotiated with the Board of Directors. The Rights Plan and those other provisions, as well as applicable regulatory restrictions, may also prevent or inhibit the acquisition of a controlling position in the Common Stock and may prevent or inhibit takeover attempts that certain stockholders may deem to be in their or other stockholders' interest or in the interest of the Company or the Bank, or in which stockholders may receive a substantial premium for their shares over then current market prices. The Rights Plan and those other provisions may also increase the cost of, and thus discourage, any such future acquisition or attempted acquisition, and would render the removal of the current Board of Directors or management of the Bank or the Company more difficult. FEDERAL, STATE AND LOCAL TAXATION The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Bank or the Company. Federal Taxation General. The Company reports its income using a calendar year and the accrual method of accounting. The Company is subject to the federal tax laws and regulations which apply to corporations generally, including, since the enactment of the Small Business Job Protection Act in 1996 (the "Act"), those governing the Bank's deductions for bad debts, described below. Bad Debt Reserves. Prior to the enactment of the Act, which was signed into law on August 20, 1996, savings institutions which met certain definitional tests primarily relating to their assets and the nature of their business ("qualifying thrifts"), such as the Bank, were allowed deductions for bad debts under methods more favorable than those granted to other taxpayers. Qualifying thrifts could compute deductions for bad debts using either the specific charge off method of Section 166 of the Internal Revenue Code (the "Code") or the reserve method of Section 593 of the Code. Section 1616(a) of the Act repealed the Section 593 reserve method of accounting for bad debts by qualifying thrifts, effective for taxable years beginning after 1995. Qualifying thrifts that are treated as large banks, such as the Bank, are required to use the specific charge off method, pursuant to which the amount of any debt may be deducted only as it actually becomes wholly or partially worthless. A thrift institution required to change its method of computing reserves for bad debt is required to treat such change as a change in the method of accounting, initiated by the taxpayer and having been made with the consent of the Secretary of the Treasury. Section 481(a) of the Code requires certain amounts to be recaptured with respect to such change. Generally, the amount of the thrift institution's "applicable excess reserves" must be included in income ratably over a six-taxable year period, beginning with the first taxable year beginning after 1995. In the case of a thrift institution that is treated as a large bank, such as the Bank, the amount of the institution's applicable excess reserves generally is the excess of (1) the balances of its reserve for losses on qualifying real property loans and its 27 reserve for losses on nonqualifying loans as of the close of its last taxable year beginning before January 1, 1996, over (2) the balances of such reserves as of the close of its last taxable year beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). The Bank's applicable excess reserves as of December 31, 1995 were approximately $300,000; the recapture of which was completed during the year ended December 31, 2001. Distributions. To the extent that the Bank makes "nondividend distributions" to stockholders that are considered to result in distributions from the pre-1988 reserves or the supplemental reserve for losses on loans ("excess distributions"), then an amount based on the amount distributed will be included in the Bank's taxable income. Nondividend distributions include distributions in excess of the Bank's current and post-1951 accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation. The amount of additional taxable income resulting from an excess distribution is an amount that when reduced by the tax attributable to the income is equal to the amount of the excess distribution. Thus, slightly more than one and one-half times the amount of the excess distribution made would be includable in gross income for federal income tax purposes, assuming a 35% federal corporate income tax rate. See "Regulation -- Restrictions on Dividends and Capital Distributions" for limits on the payment of dividends by the Bank. The Bank does not intend to pay dividends or make non-dividend distributions described above that would result in a recapture of any portion of its pre-1988 bad debt reserves. Corporate Alternative Minimum Tax. The Code imposes an alternative minimum tax on corporations equal to the excess, if any, of 20% of alternative minimum taxable income ("AMTI") over a corporation's regular federal income tax liability. AMTI is equal to taxable income with certain adjustments. Generally, only 90% of AMTI can be offset by net operating loss carryback and carryforwards. Under the recently enacted Job Creation and Worker Assistance Act of 2002, however, a net operating loss deduction attributable to net operating loss carrybacks arising in 2001 and 2002, as well as net operating loss carryforwards to these years, may offset 100% of AMTI. State and Local Taxation New York State and New York City Taxation. The Company is subject to the New York State Franchise Tax on Banking Corporations in an annual amount equal to the greater of (1) 8.0% of "entire net income" allocable to New York State during the taxable year or (2) the applicable alternative minimum tax. The alternative minimum tax is generally the greater of (a) 0.01% of the value of assets allocable to New York State with certain modifications, (b) 3% of "alternative entire net income" allocable to New York State or (c) $250. Entire net income is similar to federal taxable income, subject to certain modifications, including that net operating losses arising during any taxable year prior to January 1, 2001 cannot be carried back or carried forward, and net operating losses arising during any taxable year beginning on or after January 1, 2001 cannot be carried back. Alternative entire net income is equal to entire net income without certain deductions which are allowable in the calculation of entire net income. The Company also is subject to a similarly calculated New York City tax of 9% on income allocated to New York City (although net operating losses cannot be carried back or carried forward regardless of when they arise) and similar alternative taxes. In addition, the Company is subject to a tax surcharge at a rate of 17% of the New York State Franchise Tax that is attributable to business activity carried on within the Metropolitan Commuter Transportation District. This tax surcharge is assessed as if the New York State Franchise tax is imposed at a 9% rate. Notwithstanding the repeal of the federal income tax provisions permitting bad debt deductions under the reserve method, New York State has enacted legislation maintaining the preferential treatment of additional loss reserves for qualifying real property and non-qualifying loans of qualifying thrifts for both New York State and New York City tax purposes. Calculation of the amount of additions to reserves for qualifying real property loans is limited to the larger of the amount derived by the percentage of taxable income method or the experience method. For these purposes, the applicable percentage to calculate the bad debt deduction under the percentage of taxable income method is 32% of taxable income, reduced by additions to reserves for non-qualifying loans, except that the amount of the addition to the reserve cannot exceed the amount necessary to increase the balance of the reserve for losses on qualifying real property loans at the close of the taxable year to 6% of the balance of the qualifying real property loans outstanding at the end of the taxable year. Under the experience method, the maximum addition to a loan reserve generally equals the amount necessary to increase the balance of the bad debt reserve at the close of the 28 taxable year to the greater of (1) the amount that bears the same ratio to loans outstanding at the close of the taxable year as the total net bad debts sustained during the current and five preceding taxable years bears to the sum of the loans outstanding at the close of those six years, or (2) the balance of the bad debt reserve at the close of the "base year," or, if the amount of loans outstanding has declined since the base year, the amount which bears the same ratio to the amount of loans outstanding at the close of the taxable year as the balance of the reserve at the close of the base year. For these purposes, the "base year" is the last taxable year beginning before 1988. The amount of additions to reserves for non-qualifying loans is computed under the experience method. In no event may the additions to reserves for qualifying real property loans be greater than the larger of the amount determined under the experience method or the amount which, when added to the additions to reserves for non-qualifying loans, equal the amount by which 12% of the total deposits or withdrawable accounts of depositors of the Bank at the close of the taxable year exceeds the sum of the Bank's surplus, undivided profits and reserves at the beginning of such year. The legislation also allows an exclusion from entire net income for New York State and New York City tax purposes for any amounts a thrift is required to include in federal taxable income as a recapture of its bad debt reserve as a consequence of the Act. The provisions in the New York State Tax Code detailing the tax laws applicable to banking corporations expired on December 31, 2002. The New York State budget proposed for 2003 by the governor of the State of New York reinstates the bank tax on a permanent basis. Delaware State Taxation. As a Delaware holding company not earning income in Delaware, the Company is exempt from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware. REGULATION General The Company, as a savings and loan holding company, is required to register with the OTS and is subject to OTS regulations, examinations, supervision and reporting requirements. In addition, the OTS has enforcement authority over the Company and any non-savings institution subsidiaries it may form or acquire. Among other things, this authority permits the OTS to restrict or prohibit activities that it determines may pose a serious risk to the Bank. As a publicly owned company, the Company is required to file certain reports with the Securities and Exchange Commission ("SEC") under Federal securities laws. The Bank is a member of the FHLB System. The Bank is subject to extensive regulation by the OTS, as its chartering agency, and the FDIC, as the insurer of the Bank's deposits. The Bank is also subject to certain regulations promulgated by the other federal agencies. The Bank must file reports with the OTS and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other savings institutions. There are periodic examinations by the OTS and the FDIC to examine whether the Bank is in compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily to ensure the safe and sound operation of the Bank for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of an adequate allowance for possible loan losses for regulatory purposes. Any change in such regulation, whether by the OTS, the FDIC, other federal agencies or the United States Congress, could have a material adverse impact on the Company, the Bank and their operations. The activities of federal savings institutions are governed primarily by the Home Owners' Loan Act, as amended ("HOLA") and, in certain respects, the Federal Deposit Insurance Act ("FDIA"). Most regulatory functions relating to deposit insurance and to the administration of conservatorships and receiverships of insured institutions are exercised by the FDIC. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), among other things, requires that federal banking regulators intervene promptly when a depository institution experiences financial difficulties, mandated the establishment of a risk-based deposit insurance assessment system, and required imposition of numerous additional safety and soundness operational standards and restrictions. FDICIA and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 ("FIRREA") each contain 29 provisions affecting numerous aspects of the operations and regulations of federal savings banks, and these laws empower the OTS and the FDIC, among other agencies, to promulgate regulations implementing their provisions. Set forth below is a brief description of certain laws and regulations which relate to the regulation of the Bank and the Company. The description does not purport to be a comprehensive description of applicable laws, rules and regulations and is qualified in its entirety by reference to applicable laws, rules and regulations. Holding Company Regulation The Company is a non-diversified unitary savings and loan holding company within the meaning of the HOLA. As such, the Company is required to register with the OTS and is subject to OTS regulations, examinations, supervision and reporting requirements. In addition, the OTS has enforcement authority over the Company and any non-savings institution subsidiaries it may form or acquire. Among other things, this authority permits the OTS to restrict or prohibit activities that it determines may pose a serious risk to the Bank. See "--Restrictions on Dividends and Capital Distributions." HOLA prohibits a savings and loan holding company, directly or indirectly, or through one or more subsidiaries, from (1) acquiring another savings institution or holding company thereof, without prior written approval of the OTS; (2) acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary savings institution, a non-subsidiary holding company, or a non-subsidiary company engaged in activities other than those permitted by HOLA; or (3) acquiring or retaining control of a depository institution that is not federally insured. In evaluating applications by holding companies to acquire savings institutions, the OTS will consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community, and the impact of any competitive factors that may be involved. As a unitary savings and loan holding company, the Company currently is not restricted as to the types of business activities in which it may engage, provided that the Bank continues to meet the qualified thrift lender ("QTL") test. See "--Qualified Thrift Lender Test". Upon any non-supervisory acquisition by the Company of another savings association or savings bank that meets the QTL test and is deemed to be a savings institution by the OTS, the Company would become a multiple savings and loan holding company (if the acquired institution is held as a separate subsidiary) and would be subject to extensive limitations on the types of business activities in which it could engage. HOLA limits the activities of a multiple savings and loan holding company and its non-insured institution subsidiaries primarily to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Company Act, subject to the prior approval of the OTS, and activities authorized by OTS regulation. The OTS is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (1) emergency acquisitions authorized by the FDIC (2) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. Under New York law, reciprocal interstate acquisitions are authorized for savings and loan holding companies and savings institutions. Certain states do not authorize interstate acquisitions under any circumstances; however, federal law authorizing acquisitions in supervisory cases preempts such state law. Federal law generally provides that no "person" acting directly or indirectly or through or in concert with one or more other persons, may acquire "control," as that term is defined in OTS regulations, of a federally insured savings institution without giving at least 60 days' written notice to the OTS and providing the OTS an opportunity to disapprove the proposed acquisition. Such acquisitions of control may be disapproved if it is determined, among other things, that (1) the acquisition would substantially lessen competition; (2) the financial condition of the acquiring person might jeopardize the financial stability of the savings institution or prejudice the interests of its depositors; or (3) the competency, experience or integrity of the acquiring person or the proposed management personnel indicates that it would not be in the interest of the depositors or the public to permit the acquisition of control by such person. 30 Investment Powers The Bank is subject to comprehensive regulation governing its investments and activities. Among other things, the Bank may invest in (1) residential mortgage loans, mortgage-backed securities, education loans and credit card loans in an unlimited amount, (2) non-residential real estate loans up to 400% of total capital, (3) commercial business loans up to 20% of total assets (however, amounts over 10% of total assets must be used only for small business loans) and (4) in general, consumer loans and highly rated commercial paper and corporate debt securities in the aggregate up to 35% of total assets. In addition, the Bank may invest up to 3% of its total assets in service corporations, an unlimited percentage of its assets in operating subsidiaries (which may only engage in activities permissible for the Bank itself) and under certain conditions may invest in finance subsidiaries. Other than investments in service corporations, operating subsidiaries, finance subsidiaries and certain of government-sponsored enterprises, such as FHLMC and FNMA, the Bank generally is not permitted to make equity investments. See "Business -- Investment Activities." A service corporation in which the Bank may invest is permitted to engage in activities reasonably related to the activities of a federal savings bank as the OTS may approve on a case by case basis, as well as certain activities preapproved by the OTS, which include providing certain support services for the institution; originating, investing in, selling, purchasing, servicing or otherwise dealing with specified types of loans and participations (principally loans that the parent institution could make); specified real estate activities, including limited real estate development; securities brokerage services; certain insurance brokerage activities; and other specified investments and services. Real Estate Lending Standards FDICIA requires each federal banking agency to adopt uniform regulations prescribing standards for extensions of credit which are either (1) secured by real estate, or (2) made for the purpose of financing the construction of improvements on real estate. In prescribing these standards, the banking agencies must consider the risk posed to the deposit insurance funds by real estate loans, the need for safe and sound operation of insured depository institutions and the availability of credit. The OTS and the other federal banking agencies adopted uniform regulations, effective March 19, 1993. The OTS regulation requires each savings association to establish and maintain written internal real estate lending standards consistent with safe and sound banking practices and appropriate to the size of the institution and the nature and scope of its real estate lending activities. The policy must also be consistent with accompanying OTS guidelines, which include maximum loan-to-value ratios for the following types of real estate loans: raw land (65%), land development (75%), nonresidential construction (80%), improved property (85%) and one-to-four family residential construction (85%). Owner-occupied one-to-four family mortgage loans and home equity loans do not have maximum loan-to-value ratio limits, but those with a loan-to-value ratio at origination of 90% or greater are to be backed by private mortgage insurance or readily marketable collateral. Institutions are also permitted to make a limited amount of loans that do not conform to the proposed loan-to-value limitations so long as such exceptions are appropriately reviewed and justified. The guidelines also list a number of lending situations in which exceptions to the loan-to-value standard are justified. Loans-to-One Borrower Limits The Bank generally is subject to the same loans-to-one borrower limits that apply to national banks. With certain exceptions, loans and extensions of credit outstanding at one time to one borrower (including certain related entities of the borrower) may not exceed, for loans not fully secured, 15% of the Bank's unimpaired capital and unimpaired surplus, plus, for loans fully secured by readily marketable collateral, an additional 10% of the Bank's unimpaired capital and unimpaired surplus. At December 31, 2002, the largest amount the Bank could lend to one borrower was approximately $18.8 million, and at that date, the Bank's largest aggregate amount of loans-to-one borrower was $9.4 million, all of which were performing according to their terms. See "Business -- Lending Activities." Insurance of Accounts The deposits of the Bank are insured up to $100,000 per depositor (as defined by federal law and regulations) by the FDIC. Approximately 91% of the Bank's deposits are presently insured by the FDIC under the Bank Insurance Fund ("BIF"). The remainder are insured by the FDIC under the Savings Association Insurance 31 Fund ("SAIF"). The deposits insured under the SAIF are a result of those acquired in the acquisition of New York Federal Savings Bank in 1997. As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, insured institutions. It also may prohibit any insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the insurance funds. The FDIC also has the authority to initiate enforcement actions where the OTS has failed or declined to take such action after receiving a request to do so from the FDIC. The FDIC utilizes a risk-based deposit insurance assessment system. Under this system, the FDIC assigns each institution to one of three capital categories -- "well capitalized," "adequately capitalized" and "undercapitalized" -- which are defined in the same manner as the regulations establishing the prompt corrective action system under Section 38 of FDIA, as discussed below. These three categories are then divided into three subcategories which reflect varying levels of supervisory concern. The matrix so created results in nine assessment risk classifications. As of the date of this Report, the annual FDIC assessment rate for BIF and SAIF member institutions varies between 0.00% to 0.27% per annum. At December 31, 2002, the Bank's annual assessment rate was 0.00%. The Bank's assessment rate in effect from time to time will depend upon the capital category and supervisory subcategory to which the Bank is assigned by the FDIC. In addition, the FDIC is authorized to increase federal deposit insurance assessment rates for BIF and SAIF members to the extent necessary to protect the BIF and SAIF and, under current law, would be required to increase such rates to $0.23 per $100 of deposits if the BIF or SAIF reserve ratio falls below the required 1.25%. Any increase in deposit insurance assessment rates, as a result of a change in the category or subcategory to which the Bank is assigned or the exercise of the FDIC's authority to increase assessment rates generally, could have an adverse effect on the earnings of the Bank. Under the FDIA, insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance. On September 30, 1996, as part of an omnibus appropriations bill, the Deposit Insurance Funds Act of 1996 (the "Funds Act") was enacted. The Funds Act requires BIF institutions, beginning January 1, 1997, to pay a portion of the interest due on the Finance Corporation ("FICO") bonds issued in connection with the savings and loan association crisis in the late 1980s, and requires BIF institutions to pay their full pro rata share of the FICO payments starting the earlier of January 1, 2000 or the date at which no savings institution continues to exist. The Bank was required, as of January 1, 2000, to pay its full pro rata share of the FICO payments. The FICO assessment rate is subject to change. The Bank paid $147,000, $134,000 and $138,000 for its share of the interest due on FICO bonds in 2002, 2001 and 2000, respectively. Qualified Thrift Lender Test Institutions regulated by the OTS are required to meet a QTL test to avoid certain restrictions on their operations. FDICIA and applicable OTS regulations require such institutions to maintain at least 65% of their portfolio assets (total assets less intangibles, properties used to conduct the institution's business and liquid assets not exceeding 20% of total assets) in "qualified thrift investments" on a monthly average basis in nine of every 12 months. Qualified thrift investments constitute primarily residential mortgage loans and related investments, including certain mortgage-backed and mortgage-related securities. A savings institution that fails the QTL test must either convert to a bank charter or, in general, it will be prohibited from: (1) making an investment or engaging in any new activity not permissible for a national bank, (2) paying dividends not permissible under national bank regulations, (3) obtaining advances from any FHLB, and (4) establishing any new branch office in a location not permissible for a national bank in the institution's home state. One year following the institution's failure to meet the QTL test, any holding company parent of the institution must register and be subject to supervision as a bank holding company. In addition, beginning three years after the institution failed the QTL test, the institution would be prohibited from retaining any investment or engaging in any activity not permissible for a national bank and would have to repay any outstanding advances from an FHLB as promptly as possible. At December 31, 2002, the Bank had maintained more than 65% of its "portfolio assets" in qualified thrift investments in at least nine of the preceding 12 months. Accordingly, on that date, the Bank had met the QTL test. 32 On September 30, 1996, as part of an omnibus appropriations bill, Congress enacted the Economic Growth and Paperwork Reduction Act of 1996 ("Regulatory Paperwork Reduction Act"), modifying and expanding investment authority under the QTL test. Prior to the enactment of the Regulatory Paperwork Reduction Act, commercial, corporate, business, or agricultural loans were limited in the aggregate to 10% of a thrift's assets and education loans were limited to 5% of a thrift's assets. Further, federal savings associations meeting a different asset test under the Code (the "domestic building and loan association test") were qualified for favorable tax treatment. The amendments permit federal thrifts to invest in, sell, or otherwise deal in education and credit card loans without limitation and raised from 10% to 20% of total assets the aggregate amount of commercial, corporate, business, or agricultural loans or investments that may be made by a thrift, subject to a requirement that amounts in excess of 10% of total assets be used only for small business loans. In addition, the Regulatory Paperwork Reduction Act defines "qualified thrift investment" to include, without limit, education, small business, and credit card loans; and removes the 10% limit on personal, family, or household loans for purposes of the QTL test. The legislation also provides that a thrift meets the QTL test if it qualifies as a domestic building and loan association under the Code. Transactions with Affiliates Transactions between the Bank and any related party or "affiliate" are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate is generally any company or entity which controls, is controlled by or is under common control with the Bank, including the Company, the Trust, the Bank's subsidiaries, and any other qualifying subsidiary of the Bank or the Company that may be formed or acquired in the future. Generally, Sections 23A and 23B (1) limit the extent to which the Bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of the Bank's capital stock and surplus, and impose an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus, and (2) require that all such transactions be on terms substantially the same, or at least as favorable, to the Bank or subsidiary as those provided to a non-affiliate. The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and other similar types of transactions. Each loan or extension of credit to an affiliate by the Bank must be secured by collateral with a market value ranging from 100% to 130% (depending on the type of collateral) of the amount of credit extended. In addition, the Bank may not (1) loan or otherwise extend credit to an affiliate, except to any affiliate which engages only in activities which are permissible for bank holding companies under Section 4(c) of the Bank Company Act, or (2) purchase or invest in any stocks, bonds, debentures, notes or similar obligations of any affiliates, except subsidiaries of the Bank. In addition, the Bank is subject to Regulation O promulgated under Sections 22(g) and 22(h) of the Federal Reserve Act. Regulation O requires that loans by the Bank to a director, executive officer or to a holder of more than 10% of the Common Stock, and to certain affiliated interests of any such insider, may not, in the aggregate, exceed the Bank's loans-to-one borrower limit. Loans to insiders and their related interests must also be made on terms substantially the same as offered, and follow credit underwriting procedures that are not less stringent than those applied, in comparable transactions to other persons. Prior Board approval is required for certain loans. In addition, the aggregate amount of extensions of credit by the Bank to all insiders cannot exceed the institution's unimpaired capital and unimpaired surplus. These laws place additional restrictions on loans to executive officers of the Bank. The Bank is in compliance with these regulations. Restrictions on Dividends and Capital Distributions The Bank is subject to OTS limitations on capital distributions, which include cash dividends, stock redemptions or repurchases, cash-out mergers, interest payments on certain convertible debt and some other distributions charged to the Bank's capital account. In general, the applicable regulation permits specified levels of capital distributions by a savings institution that meets at least its minimum capital requirements, so long as the OTS is provided with at least 30 days' advance notice and has no objection to the distribution. Under OTS capital distribution regulations, an institution is not required to file an application with, or to provide a notice to, the OTS if neither the institution nor the proposed capital distribution meet any of the criteria for 33 any such application or notice as provided below. An institution will be required to file an application with the OTS if the institution is not eligible for expedited treatment by the OTS; if the total amount of all its capital distributions for the applicable calendar year exceeds the net income for that year to date plus the retained net income (net income less capital distributions) for the preceding two years; if it would not be at least adequately capitalized following the distribution; or if its proposed capital distribution would violate a prohibition contained in any applicable statute, regulation, or agreement between the association and the OTS. By contrast, only notice to the OTS is required for an institution that is not required to file an application as provided in the preceding sentence, if it would not be well capitalized following the distribution; if the association's proposed capital distribution would reduce the amount of or retire any part of its common or preferred stock or retire any part of debt instruments such as notes or debentures included in capital under OTS regulations; or if the association is a subsidiary of a savings and loan holding company. The Bank is a subsidiary of a savings and loan holding company and, therefore, is subject to the 30-day advance notice requirement. As of December 31, 2002, the Bank had $19.6 million in retained earnings available to distribute to the Holding Company in the form of cash dividends. Federal Home Loan Bank System In connection with converting to a federal charter, the Bank became a member of the FHLB-NY, which is one of 12 regional FHLBs governed and regulated by the Federal Housing Finance Board. Each FHLB serves as a source of liquidity for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by its Board of Directors. As a member, the Bank is required to purchase and maintain stock in the FHLB-NY in an amount equal to the greater of 1% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year or 5% of total advances. Pursuant to this requirement, at December 31, 2002, the Bank was required to maintain $22.2 million of FHLB-NY stock. The Bank was in compliance with this requirement at that time. Assessments Savings institutions are required by OTS regulations to pay assessments to the OTS to fund the operations of the OTS. The general assessment, paid on a quarterly or semi-annual basis, as determined from time to time by the Director of the OTS, is computed upon the savings institution's total assets, including consolidated subsidiaries, as reported in the institution's latest quarterly thrift financial report. Based on the average balance of the Bank's total assets for the year ended December 31, 2002, the Bank's OTS assessments were $260,000 for that period. Branching OTS regulations permit federally chartered savings institutions to branch nationwide to the extent allowed by federal statute. This permits federal savings associations to geographically diversify their loan portfolios and lines of business. The OTS authority preempts any state law purporting to regulate branching by federal savings institutions. Community Reinvestment Under the Community Reinvestment Act ("CRA"), as implemented by OTS regulations, the Bank has an obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods located in the community. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. The CRA requires the OTS, in connection with its examination of a savings institution, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by the institution. The methodology used by the OTS for determining an institution's compliance with the CRA focuses on three tests: (a) a lending test, to evaluate the institution's record of making loans in its service 34 areas; (b) an investment test, to evaluate the institution's record of investing in community development projects, affordable housing, and programs benefiting low or moderate income individuals and businesses; and (c) a service test, to evaluate the range of the institution's services and the delivery of services through its branches, ATMs, and other offices. The Bank received a CRA rating of "Satisfactory" in its most recent completed CRA examination, which was completed as of September 19, 2002. Institutions that receive less than a satisfactory rating may face difficulties in securing approval for new activities or acquisitions. The CRA requires all institutions to make public disclosure of their CRA ratings. Brokered Deposits The FDIC has promulgated regulations implementing the FDICIA limitations on brokered deposits. Under the regulations, well-capitalized institutions are not subject to brokered deposit limitations, while adequately capitalized institutions are able to accept, renew or roll over brokered deposits only (1) with a waiver from the FDIC and (2) subject to the limitation that they do not pay an effective yield on any such deposit which exceeds by more than 75 basis points (a) the effective yield paid on deposits of comparable size and maturity in such institution's normal market area for deposits accepted in its normal market area or (b) 120 percent for retail deposits and 130 percent for wholesale deposits accepted outside the institution's normal market area, respectively, from the current yield on comparable maturity U.S. Treasury obligations. Undercapitalized institutions are not permitted to accept brokered deposits and may not solicit deposits by offering an effective yield that exceeds by more than 75 basis points the prevailing effective yields on insured deposits of comparable maturity in the institution's normal market area or in the market area in which such deposits are being solicited. Pursuant to the regulation, the Bank, as a well-capitalized institution, may accept brokered deposits. Capital Requirements General. The Bank is required to maintain minimum levels of regulatory capital. Since FIRREA, capital requirements established by the OTS generally must be no less stringent than the capital requirements applicable to national banks. The OTS also is authorized to impose capital requirements in excess of these standards on a case-by-case basis. Any institution that fails any of its applicable capital requirements is subject to possible enforcement actions by the OTS or the FDIC. Such actions could include a capital directive, a cease and desist order, civil money penalties, the establishment of restrictions on the institution's operations and the appointment of a conservator or receiver. The OTS' capital regulation provides that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions. See "--Prompt Corrective Action." The OTS' capital regulations create three capital requirements: a tangible capital requirement, a leverage and core capital requirement and a risk-based capital requirement. At December 31, 2001, the Bank's capital levels exceeded applicable OTS capital requirements. The three OTS capital requirements are described below. Tangible Capital Requirement. Under current OTS regulations, each savings institution must maintain tangible capital equal to at least 1.50% of its adjusted total assets (as defined by regulation). Tangible capital generally includes common stockholders' equity and retained income, and certain noncumulative perpetual preferred stock and related income. In addition, all intangible assets, other than a limited amount of purchased mortgage servicing rights, must be deducted from tangible capital. At December 31, 2002, the Bank had intangible assets consisting of $3.9 million in goodwill and $0.7 million related to a pension plan. The Bank had no purchased mortgage servicing rights. At that date, the Bank's tangible capital ratio was 7.74%. In calculating adjusted total assets, adjustments are made to total assets to give effect to the exclusion of certain assets from capital and to appropriately account for the investments in and assets of both includable and non-includable subsidiaries. Leverage and Core Capital Requirement. The current OTS requirement for leverage and core capital (commonly referred to as core capital) ranges between 3% and 5% of adjusted total assets. Savings institutions that 35 receive the highest supervisory rating for safety and soundness are required to maintain a minimum core capital ratio of 3%, while the capital floor for all other savings institutions generally ranges from 4% to 5%, as determined by the OTS on a case by case basis. Core capital includes common stockholders' equity (including retained income), non-cumulative perpetual preferred stock and related surplus, minority interest in the equity accounts of fully consolidated subsidiaries and (subject to phase-out) qualifying supervisory goodwill. The Bank has no qualifying supervisory goodwill. At December 31, 2002, the Bank's core capital ratio was 7.74%. Effective October 1, 1998, the OTS relaxed regulations limiting the amount of servicing assets, together with purchased credit card receivables, includable in core capital from 50% of such capital to 100% of such capital, subject to limitations on fair value. At December 31, 2002, the Bank had no purchased mortgage servicing rights or purchased credit card receivables. Risk-Based Requirement. The risk-based capital standard adopted by the OTS requires savings institutions to maintain a minimum ratio of total capital to risk-weighted assets of 8%. Total capital consists of core capital, defined above, and supplementary capital but excludes the effect of recognizing deferred taxes based upon future income after one year. Supplementary capital consists of certain capital instruments that do not qualify as core capital, and general valuation loan and lease loss allowances up to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used to satisfy the risk-based requirement only in an amount equal to the amount of core capital. In determining the risk-based capital ratios, total assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent in the type of assets. The risk weights assigned by the OTS for significant categories of assets are (1) 0% for cash and securities issued by the federal government or unconditionally backed by the full faith and credit of the federal government; (2) 20% for securities (other than equity securities) issued by federal government sponsored agencies and mortgage-backed securities issued by, or fully guaranteed as to principal and interest by, the FNMA or the FHLMC, except for those classes with residual characteristics or stripped mortgage-related securities; (3) 50% for prudently underwritten permanent one-to-four family first lien mortgage loans and certain qualifying multi-family mortgage loans not more than 90 days delinquent and having a loan-to-value ratio of not more than 80% at origination unless insured to such ratio by an insurer approved by the FNMA or the FHLMC; and (4) 100% for all other loans and investments, including consumer loans, home equity loans, commercial loans, and one-to-four family residential real estate loans more than 90 days delinquent, and all repossessed assets or assets more than 90 days past due. At December 31, 2002, the Bank's risk-based capital ratio was 14.27%. Risk-based capital excludes the effect of recognizing deferred taxes based upon future income after one year. In 1993, the OTS adopted a final rule incorporating an interest-rate risk component into the risk-based capital regulation. Under the rule, an institution with a greater than "normal" level of interest rate risk will be subject to a deduction of its interest rate risk component from total capital for purposes of calculating the risk-based capital requirement. As a result, such an institution may be required to maintain additional capital in order to comply with the risk-based capital requirement. An institution with a greater than "normal" interest rate risk is defined as an institution that would suffer a loss of net portfolio value exceeding 2% of the estimated market value of its assets in the event of a 200 basis point increase or decrease (with certain minor exceptions) in interest rates. The interest rate risk component will be calculated, on a quarterly basis, as one-half of the difference between an institution's measured interest rate risk and 2%, multiplied by the market value of its assets. The rule establishes a "lag" time between the reporting date of the data used to calculate an institution's interest rate risk and the effective date of each quarter's interest rate risk component. The rule also authorizes the director of the OTS, or his designee, to waive or defer an institution's interest rate risk component on a case-by-case basis. At December 31, 2002, the Bank did not have more than "normal" interest rate risk and was not subject to any deduction from total capital under this rule. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Interest Rate Risk," included in the Annual Report and incorporated herein by reference. Federal Reserve System The Federal Reserve Board requires all depository institutions to maintain reserves against their transaction accounts (primarily NOW and checking accounts) and non-personal time deposits. At December 31, 2002, the Bank was in compliance with these requirements. 36 The balances maintained to meet the reserve requirements imposed by the Federal Reserve Board may be used to satisfy liquidity requirements imposed by the OTS. Because required reserves must be maintained in the form of vault cash or a non-interest-bearing account at a Federal Reserve Bank directly or through another bank, the effect of this reserve requirement is to reduce an institution's earning assets. The amount of funds necessary to satisfy this requirement has not had a material effect on the Bank's operations. As a creditor and financial institution, the Bank is also subject to additional regulations promulgated by the FRB, including, without limitation, regulations implementing requirements of the Truth in Savings Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act and the Truth in Lending Act. Financial Reporting The Bank is required to submit independently audited annual reports to the FDIC and the OTS. These publicly available reports must include (a) annual financial statements prepared in accordance with generally accepted accounting principles and such other disclosure requirements as required by the FDIC or the OTS and (b) a report, signed by the Bank's chief executive officer and chief financial officer which contains statements about the adequacy of internal controls and compliance with designated laws and regulations, and attestations by independent auditors related thereto. The Bank is required to monitor the foregoing activities through an independent audit committee. Standards for Safety and Soundness The FDIA, as amended by the FDICIA and the Riegle Community Development and Regulatory Improvement Act of 1994 (the "Community Development Act"), requires each federal bank regulatory agency to establish safety and soundness standards for institutions under its authority. On July 10, 1995, the federal banking agencies, including the OTS, jointly released Interagency Guidelines Establishing Standards for Safety and Soundness and published a final rule establishing deadlines for submission and review of safety and soundness compliance plans. The guidelines, among other things, require savings institutions to maintain internal controls, information systems and internal audit systems that are appropriate to the size, nature and scope of the institution's business. The guidelines also establish general standards relating to loan documentation, credit underwriting, interest rate risk exposure, asset growth, and compensation, fees and benefits. Savings institutions are required to maintain safeguards to prevent the payment of excessive compensation to an executive officer, employee, director or principal shareholder. The OTS may determine that a savings institution is not in compliance with the safety and soundness guidelines and, upon doing so, may require the institution to submit an acceptable plan to achieve compliance with the guidelines. An institution must submit an acceptable compliance plan to the OTS within 30 days of receipt or request for such a plan. Failure to submit or implement a compliance plan may subject the institution to regulatory actions. Management believes that the Bank currently meets the standards adopted in the interagency guidelines. Additionally, under FDICIA, as amended by the Community Development Act, federal banking agencies are required to establish standards relating to asset quality and earnings that the agencies determine to be appropriate. Effective October 1, 1998, the federal banking agencies, including the OTS, adopted guidelines relating to asset quality and earnings which require insured institutions to maintain systems, consistent with their size and the nature and scope of their operations, to identify problem assets and prevent deterioration in those assets as well as to evaluate and monitor earnings and insure that earnings are sufficient to maintain adequate capital and reserves. Gramm-Leach-Bliley Act The Gramm-Leach-Bliley Act (the "Modernization Act") was signed into law on November 12, 1999. Among other things, the Modernization Act permits qualifying bank holding companies to affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or complementary thereto, as determined by the Federal Reserve Board. Subject to certain limitations, a national bank may, through a financial subsidiary, engage in similar activities. The Modernization Act also prohibits the creation or acquisition of new unitary savings and loan holding companies that are affiliated with nonbanking firms, but "grandfathers" existing 37 savings and loan holding companies, such as the Company. Grandfathered companies retain the existing powers available to unitary savings and loan holding companies. See "-- Holding Company Regulation." Certain business combinations which were impermissible prior to the effective date of the Modernization Act are now possible and could lead to further consolidation in the financial services industry and an increase in the service offerings of our competitors. We cannot assure you that the Modernization Act will not result in changes in the competitive environment in the Bank's market area or otherwise impact the Bank or the Company. The Modernization Act also requires financial institutions to disclose, on ATM machines, any non-customer fees and to disclose to their customers upon the issuance of an ATM card any fees that may be imposed by the institutions on ATM users. For older ATMs, financial institutions will have until December 31, 2004, to provide such notices. In addition, the Modernization Act calls for heightened privacy protection of customer information gathered by financial institutions. The OTS has enacted regulations implementing the privacy protection provisions of the Modernization Act. Under the regulations, each financial institution is to (1) adopt procedures to protect customers' "non-public personal information", (2) disclose its privacy policy, including identifying to customers others with whom it shares "non-public personal information", at the time of establishing the customer relationship and annually thereafter, and (3) provide its customers with the ability to "opt-out" of having the financial institution share their personal information with affiliated third parties. The regulations became effective on November 13, 2000, with compliance voluntary prior to July 1, 2001. Management has reviewed and amended our privacy protection policy and believes we are in compliance with these regulations. USA Patriot Act In light of the September 11, 2001 attacks, President Bush signed the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (the "Patriot Act") on October 26, 2001 to enhance protections against money laundering and criminal laws against terrorist activities, and give law enforcement authorities greater investigative powers. Among other things, the Patriot Act (1) requires financial institutions that administer, maintain or manage private bank accounts or correspondent accounts for foreign persons to establish due diligence policies; (2) prohibits correspondent accounts with foreign shell banks; (3) permits sharing of information among financial institutions, regulators and law enforcement regarding persons engaged in terrorist or money laundering activities; (4) requires financial institutions to verify customer identification at account opening; (5) requires financial institutions to report suspicious activities; and (6) requires financial institutions to establish an anti-money laundering compliance program. Provisions under the Patriot Act became effective at varying times. The U. S. Treasury Department, the Board of Governors of the Federal Reserve System and other federal bank regulatory agencies have issued regulations implementing the provisions of the Patriot Act. Management believes we are in compliance with these regulations. Prompt Corrective Action Under Section 38 of the FDIA, as added by the FDICIA, each appropriate banking agency is required to take prompt corrective action to resolve the problems of insured depository institutions that do not meet minimum capital ratios. Such action must be accomplished at the least possible long-term cost to the appropriate deposit insurance fund. The federal banking agencies, including the OTS, adopted substantially similar regulations to implement Section 38 of the FDIA. Under the regulations, an institution is deemed to be (1) "well capitalized" if it has total risk-based capital ratio of 10% or more, has a Tier 1 risk-based capital ratio of 6% or more, has a leverage capital ratio of 5% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure, (2) "adequately capitalized" if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 4% or more and a leverage capital ratio of 4% or more (3% under certain circumstances) and does not meet the definition of "well capitalized," (3) "undercapitalized" if it has a total risk- 38 based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio that is less than 4% or a leverage capital ratio that is less than 4% (3% under certain circumstances), (4) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3% or a leverage capital ratio that is less than 3%, and (5) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2%. Section 38 of the FDIA and the regulations promulgated thereunder also specify circumstances under which a federal banking agency may reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the FDIC may not reclassify a significantly undercapitalized institution as critically undercapitalized). At December 31, 2002, the Bank met the criteria to be considered a "well capitalized" institution. Federal Securities Laws The Company's Common Stock is registered with the SEC under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is subject to the information and reporting requirements, regulations governing proxy solicitations, insider trading restrictions and other requirements applicable to companies whose stock is registered under the Exchange Act. Sarbanes-Oxley Act of 2002. As a result of public outrage at alleged improprieties by corporations and accounting firms, President Bush signed into law, on July 30, 2002, the Sarbanes-Oxley Act of 2002 (the "2002 Act"). The 2002 Act aims to increase the reliability of financial information by, among other things, (1) heightening accountability of Chief Executive Officers and Chief Financial Officers to issue accurate financial statements, (2) increasing the authority and independence of corporate audit committees, (3) creating a new regulatory entity to oversee the activities of accountants that audit public companies, (4) prohibiting activities and relationships that may compromise the independence of auditors, (5) increasing required financial statement disclosures, and (6) providing tough new penalties for issuing noncompliant financial statements and for other violations related to securities laws. The 2002 Act builds on, and some cases goes significantly beyond, a number of recent rules and proposals made by the SEC and national securities exchanges, all aimed at increasing the reliability of information available to the investing public. The 2002 Act requires the SEC to promulgate such rules and regulations, as may be necessary or appropriate in the public interest or for the protection of investors, in furtherance of the 2002 Act. The SEC has issued several of these rules, some of which are not yet finalized or effective. Although we do not believe the impact of the 2002 Act will have a material effect on the business or operations of the Company, we are not able to predict with any certainty the impact of compliance with the 2002 Act and its regulations. AVAILABLE INFORMATION We make available free of charge on or through our web site at www.flushingsavings.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. 39 Item 2. Properties. The Bank conducts its business through ten full-service offices. The Bank's main office is located at 144-51 Northern Boulevard, Flushing, New York. The Bank believes that its current facilities are adequate to meet the present and immediately foreseeable needs of the Bank and the Company.
Date Leased or Lease Expiration Net Book Value at Office Leased or Owned Acquired Date December 31, 2002 Main Office 144-51 Northern Blvd. Flushing, NY 11354 ................ Owned 1972 NA $2,042,241 Broadway Branch 159-18 Northern Blvd. Flushing, NY 11358 ................ Owned 1962 NA 766,939 Auburndale Branch 188-08 Hollis Court Blvd. Flushing, NY 11358 ................ Owned 1991 NA 1,051,922 Springfield Branch 61-54 Springfield Blvd. Bayside, NY 11364 ................. Leased 1991 11/30/2006 33,792 Bay Ridge Branch 7102 Third Avenue Brooklyn, NY 11209 ................ Owned 1991 NA 360,098 Irving Place Branch 33 Irving Place New York, NY 10003 ................ Leased 1991 11/30/2006 272,215 New Hyde Park Branch 661 Hillside Avenue New Hyde Park, NY 11040 ........... Leased 1971 12/31/2011 101,775 Kissena Branch 44-43 Kissena Boulevard Flushing, NY 11355 ................ Leased 2000 5/31/2010 527,870 New Hyde Park In-Store Branch 653 Hillside Avenue New Hyde Park, NY 11040 ........... Leased 1998 6/30/2006 107,036 Co-op City In-Store Branch 713 Co-op City Boulevard Bronx, NY 10475 ................... Leased 1999 11/10/2004 124,877 Total premises and equipment, net ....... $5,388,765
Item 3. Legal Proceedings. The Bank is involved in various legal actions arising in the ordinary course of its business which, in the aggregate, involve amounts which are believed by management to be immaterial to the financial condition and results of operations of the Bank. Item 4. Submission of Matters to a Vote of Security Holders. None 40 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters. The information regarding Flushing Financial Corporation common stock and related stockholder matters appears on page 10 of the 2002 Annual Report to Stockholders ("Annual Report") under the caption "Market Price of Common Stock" and is incorporated herein by this reference. Item 6. Selected Financial Data. Information regarding selected financial data appears on pages 9 and 10 of the Annual Report under the caption "Selected Financial Data" and is incorporated herein by this reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Information regarding management's discussion and analysis of financial condition and results of operations appears on pages 11 through 24 of the Annual Report under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by this reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The information contained in the section captioned "Interest Rate Risk" on page 16 of the Annual Report and in Notes 14 and 15 of the Notes to Consolidated Financial Statements is incorporated herein by this reference. Item 8. Financial Statements and Supplementary Data. Information regarding the financial statements and the Independent Auditor's Report appears on pages 28 through 48 of the Annual Report and is incorporated herein by this reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 41 PART III Item 10. Directors and Executive Officers of the Registrant. Information regarding the directors and executive officers of the Company appears in the Company's Proxy Statement for the Annual Meeting of Stockholders to be held May 20, 2003 ("Proxy Statement") under the captions "Board Nominees", "Continuing Directors" and "Executive Officers Who Are Not Directors" and is incorporated herein by this reference. Item 11. Executive Compensation. Information regarding executive compensation appears in the Proxy Statement under the caption "Executive Compensation" and is incorporated herein by this reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information regarding security ownership of certain beneficial owners appears in the Proxy Statement under the caption "Stock Ownership of Certain Beneficial Owners" and is incorporated herein by this reference. Information regarding security ownership of management appears in the Proxy Statement under the caption "Stock Ownership of Management" and is incorporated herein by this reference. The following table sets forth securities authorized for issuance under all equity compensation plans of the Company at December 31, 2002:
( c ) Number of secutities remaining available for ( a ) ( b ) future issuance under Number of shares to be Weighted-average equity compensation issued upon exercise of exercise price of plans (excluding outstanding options, outstanding options, securities reflected in warrants and rights warrants and rights column (a)) ------------------- ------------------- ----------- Equity compensation plans approved by security holders 1,938,469 $10.71 565,583(1) Equity compensation plans not approved by security holders -- -- -- ------------------- ------------------- ----------- Total 1,938,469 $10.71 565,583(1) =================== =================== ===========
(1) Consists of 287,076 shares available for grant of stock options and 278,507 shares available for grant of restricted stock. Item 13. Certain Relationships and Related Transactions. Information regarding certain relationships and related transactions appears in the Proxy Statement under the captions "Compensation Committee Interlocks and Insider Participation" and "Certain Transactions" and is incorporated herein by this reference. 42 Item 14. Controls and Procedures. Within the 90-day period prior to the filing of this report, the Company carried out, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. No significant changes were made in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) 1. Financial Statements The following financial statements are included in the Company's Annual Report to Stockholders for the year ended December 31, 2002 and are incorporated herein by this reference: o Consolidated Statements of Financial Condition at December 31, 2002 and 2001 o Consolidated Statements of Income for each of the three years in the period ended December 31, 2002 o Consolidated Statements of Changes in Stockholders' Equity for each of the three years in the period ended December 31, 2002 o Consolidated Statements of Cash Flow for each of the three years in the period ended December 31, 2002 o Notes to Consolidated Financial Statements o Report of Independent Accountants The remaining information appearing in the Annual Report to Stockholders is not deemed to be filed as a part of this report, except as expressly provided herein. 2. Financial Statement Schedules Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto included in the Company's Annual Report to Stockholders for the year ended December 31, 2002 and are incorporated herein by this reference: (b) Reports on Form 8-K filed during the last quarter of fiscal 2002 None. 43 (c) Exhibits Required by Securities and Exchange Commission Regulation S-K Exhibit Number 3.1 Certificate of Incorporation of Flushing Financial Corporation (1) 3.2 Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (10) 3.3 Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (12) 3.4 By-Laws of Flushing Financial Corporation (1) 4.1 Rights Agreement, dated as of September 17, 1996, between Flushing Financial Corporation and State Street Bank and Trust Company, as Rights Agent (5) 4.2 Form of Capital Security Certificate of Flushing Financial Capital Trust I (incorporated by reference to Exhibit A-1 to Exhibit 4.6) (12) 4.3 Form of Common Security of Flushing Financial Capital Trust I (incorporated by reference to Exhibit A-2 to Exhibit 4.6) (12) 4.4 Form of Floating Rate Junior Subordinated Debt Security of Flushing Corporation (incorporated by reference to Exhibit A to Exhibit 4.5) (12) 4.5 Indenture dated July 11, 2002 relating to Floating Rate Junior Subordinated Debt Securities due 2032 between Flushing Financial Corporation and Wilmington Trust Company (12) 4.6 Amended and Restated Declaration of Trust of Flushing Financial Capital Trust I among Flushing Financial Corporation, Wilmington Trust Company, the Administrators named therein and the holders of undivided beneficial interests in the assets of the Trust to be issued pursuant to the Declaration (12) 4.7 Guarantee Agreement dated July 11, 2002 between Flushing Financial Corporation and Wilmington Trust Company (12) 10.1 Annual Incentive Plan for Selected Officers (1) 10.2 Amended and Restated Employment Agreements between Flushing Savings Bank, FSB and Certain Officers (8) 10.3 Amended and Restated Employment Agreements between Flushing Financial Corporation and Certain Officers (8) 10.4 Amended and Restated Employment Agreement between Flushing Financial Corporation and Michael J. Hegarty (9) 10.5 Amended and Restated Employment Agreement between Flushing Savings Bank, FSB and Michael J. Hegarty (9) 10.6 Employment Agreement between Flushing Financial Corporation and John R. Buran (9) 10.7 Employment Agreement between Flushing Savings Bank, FSB and John R. Buran (9) 10.8 Form of Special Termination Agreement as Amended (8) 10.9 Amended and Restated Employee Severance Compensation Plan of Flushing Savings Bank, FSB (8) 10.10(a) Amended and Restated Outside Director Retirement Plan (8) 10.10(b) Amended and Restated Flushing Savings Bank, FSB Outside Director Deferred Compensation Plan (8) 10.11 Restated Flushing Savings Bank, FSB Supplemental Savings Incentive Plan (11) 10.12(a) Indemnity Agreement among Flushing Savings Bank, FSB, Flushing Financial Corporation, and each Director (On September 29, 1998, an Indemnity Agreement substantially identical in all material respects to the Indemnity Agreement filed as exhibit 10.8(a) to the Company's SEC Form 10-Q for the quarterly period ended September 30, 1996 was also entered into with each of James D. Bennett and Louis C. Grassi.) (2) 10.12(b) Indemnity Agreement among Flushing Savings Bank, FSB, Flushing Financial Corporation, and Certain Officers (An Indemnity Agreement substantially identical in all material respects to the Indemnity Agreement filed as exhibit 10.8(b) to the Company's SEC Form 10-Q for the quarterly period ended September 30, 1996 was also entered into with each of John R. Buran, Robert L. Callicutt, and Francis W. Korzekwinski on January 22, 2001, July 20, 1999, and July 20, 1999, respectively.) (2) 10.13 Employee Benefit Trust Agreement (1) 10.13(a) Amendment to the Employee Benefit Trust Agreement (4) 44 10.14 Loan Document for Employee Benefit Trust (1) 10.15 Guarantee by Flushing Financial Corporation (1) 10.16 Consulting Agreement between Flushing Savings Bank, FSB, Flushing Financial Corporation and Gerard P. Tully, Sr. (3) 10.16(a) Amendment to Gerard P. Tully, Sr. Consulting Agreement (4) 10.16(b) Amendment No. 2 to Gerard P. Tully, Sr. Consulting Agreement (6) 10.16(c) Amendment No. 3 to Gerard P. Tully, Sr. Consulting Agreement (7) 10.16(d) Amendment No. 4 to Gerard P. Tully, Sr. Consulting Agreement (11) 10.17 1996 Restricted Stock Incentive Plan of Flushing Financial Corporation (as amended through March 19, 2002) (11) 10.18 1996 Stock Option Incentive Plan of Flushing Financial Corporation (as amended through March 19, 2002) (11) 13.1 2002 Annual Report to Stockholders 21.1 Subsidiaries information incorporated herein by reference to Part I - Subsidiary Activities 23.1 Consent of Independent Accountants 99.1 Proxy Statement for the Annual Meeting of Stockholders to be held on May 20, 2003, which will be filed with the SEC within 30 days from the date this Form 10-K is filed. 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer 99.3 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer ---------- (1) Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1, Registration No. 33-96488. (2) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 1996. (3) Incorporated by reference to Exhibits filed with Form 10-K for the year ended December 31, 1996. (4) Incorporated by reference to Exhibits filed with Form 10-K for the year ended December 31, 1997. (5) Incorporated by reference to Exhibits filed with Form 8-K filed September 30, 1996. (6) Incorporated by reference to Exhibit filed with the Form 10-K for the year ended December 31, 1998. (7) Incorporated by reference to Exhibits filed with Form 10-K for the year ended December 31, 1999. (8) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2000. (9) Incorporated by reference to Exhibits filed with Form 10-K for the year ended December 31, 2000. (10) Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002 (11) Incorporated by reference to Exhibits filed with Form 10-K for the year ended December 31, 2001. (12) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2002. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Company has duly caused this report, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on March 27, 2003. FLUSHING FINANCIAL CORPORATION By /S/ MICHAEL J. HEGARTY -------------------------------- Michael J. Hegarty President and CEO POWER OF ATTORNEY We, the undersigned directors and officers of Flushing Financial Corporation (the "Company") hereby severally constitute and appoint Michael J. Hegarty and Monica C. Passick as our true and lawful attorneys and agents, each acting alone and with full power of substitution and re-substitution, to do any and all things in our names in the capacities indicated below which said Michael J. Hegarty or Monica C. Passick may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the report on Form 10-K, or amendment thereto, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the report on Form 10-K, or amendment thereto; and we hereby approve, ratify and confirm all that said Michael J. Hegarty or Monica C. Passick shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K, or amendment thereto, has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /S/ MICHAEL J. HEGARTY Director, President (Principal Executive Officer) March 27, 2003 --------------------------- Michael J. Hegarty /S/ GERARD P. TULLY, SR. Director, Chairman March 27, 2003 --------------------------- Gerard P. Tully, Sr. /S/ MONICA C. PASSICK Treasurer (Principal Financial and Accounting Officer) March 27, 2003 --------------------------- Monica C. Passick /S/ JAMES D. BENNETT Director March 27, 2003 --------------------------- James D. Bennett /S/ LOUIS C. GRASSI Director March 27, 2003 --------------------------- Louis C. Grassi /S/ ROBERT A. MARANI Director March 27, 2003 --------------------------- Robert A. Marani
46
/S/ JOHN O. MEAD Director March 27, 2003 --------------------------- John O. Mead /S/ VINCENT F. NICOLOSI Director March 27, 2003 --------------------------- Vincent F. Nicolosi /S/ FRANKLIN F. REGAN, JR. Director March 27, 2003 --------------------------- Franklin F. Regan, Jr. /S/ JOHN E. ROE, SR. Director March 27, 2003 --------------------------- John E. Roe, Sr. /S/ MICHAEL J. RUSSO Director March 27, 2003 --------------------------- Michael J. Russo
47 CERTIFICATIONS I, Michael J. Hegarty, certify that: 1. I have reviewed this annual report on Form 10-K of Flushing Financial Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 27, 2003 By: /s/Michael J. Hegarty --------------------- Michael J. Hegarty President and Chief Executive Officer 48 CERTIFICATIONS I, Monica C. Passick, certify that: 1. I have reviewed this annual report on Form 10-K of Flushing Financial Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 27, 2003 By: /s/Monica C. Passick -------------------- Monica C. Passick Senior Vice President, Treasurer and Chief Financial Officer 49 FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES EXHIBIT INDEX Exhibit No. Description ---------- ------------------------------------------------------------------- 13.1 2002 Annual Report to Stockholders 23.1 Consent of Independent Accountants 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~ 2002 by the Chief Executive Officer 99.3 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~ 2002 by the Chief Executive Officer 50