-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCQG5SqLU0o5lvg1CdzZr10Fb2026fW5QdFGg1/7QjhioujxRsND319scpSZtU7N 1dDEdg89/AYxxIR+K/hL1g== 0000923139-99-000013.txt : 19991018 0000923139-99-000013.hdr.sgml : 19991018 ACCESSION NUMBER: 0000923139-99-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLUSHING FINANCIAL CORP CENTRAL INDEX KEY: 0000923139 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113209278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-24272 FILM NUMBER: 99728588 BUSINESS ADDRESS: STREET 1: 144-51 NORTHERN BLVD CITY: FLUSHING STATE: NY ZIP: 11354 BUSINESS PHONE: 7189615400 11-K 1 FLUSHING SAVINGS BANK 1998 401K FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Index Page(s) Report of Independent Accountants 2 Financial statements: Statements of net assets available for plan benefits with fund information as of December 31, 1998 and 1997 3 Statements of changes in net assets available for benefits for the year ended December 31, 1998 4 Notes to financial statements 5- 7 Supplemental schedules: Item 27a - Schedule of assets held for investment purposes as of December 31, 1998 8 Item 27d - Schedule of reportable transactions for the year ended December 31, 1998 9 Report of Independent Accountants To the Directors' Examining Committee and Benefits Committee of Flushing Financial Corporation In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST (the "Plan") as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's trustees; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules, listed on the accompanying index on page 1, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, are fairly stated in all material respects, in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP New York, New York October 14, 1999 FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Statements of Net Assets Available for Plan Benefits with Fund Information As of December 31, 1998 and 1997
As of December 31, 1998 ----------------------------------------------------------------------------------------------------------------- Flushing Retirement Financial Emerging Short- Intermediate Actively System Group Corporation Core Growth Value Term Term Managed Inc. Common 1998 Equity Equity Equity Investment Bond Bond Common Loans to Stock Totals Fund* Fund* Fund* Fund* Fund Fund Stock Participants Fund* --------- ---------- ---------- --------- ---------- --------- ------------ ---------- ---------- -------- Assets: Investments at fair value: Participant directed Investments $1,285,589 $356,403 $437,243 $296,768 $50,106 $107,790 $2,448 $1,251,979 $3,788,326 Participant loans $199,974 199,974 Benefits Payable (475) (475) --------- ---------- ---------- --------- ---------- --------- ------------ ---------- --------- --------- Net assets available for plan benefits $1,285,114 $356,403 $437,243 $296,768 $50,106 $107,790 $2,448 $199,974 $1,251,979 $3,987,825 ========= ========== ========== ========= ========== ========= ============ ========== ========= =========
As of December 31, 1997 ----------------------------------------------------------------------------------------------------------------- Flushing Retirement Financial Emerging Short- Intermediate Actively System Group Corporation Core Growth Value Term Term Managed Inc. Common 1997 Equity Equity Equity Investment Bond Bond Common Loans to Stock Totals Fund* Fund* Fund* Fund* Fund Fund Stock Participants Fund* --------- ---------- ---------- --------- ---------- --------- ------------ ---------- ---------- -------- Assets: Investments at fair value: Participant directed Investments $1,020,002 $381,443 $352,062 $274,960 $56,509 $122,762 $2,734 $1,546,135 $3,756,607 Participant loans $149,957 149,957 --------- ---------- ---------- --------- ---------- --------- ------------ ---------- --------- --------- Net assets available for plan benefits $1,020,002 $381,443 $352,062 $274,960 $56,509 $122,762 $2,734 $149,957 $1,546,135 $3,906,564 ========= ========== ========== ========= ========== ========= ============ ========== ========= =========
* Represents 5% or more of net assets available for plan benefits. The accompanying notes are an integral part of these financial statements. FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Statement of Changes in Net Assets Available for Plan Benefits with Fund Information For the year ended December 31, 1998
Flushing Retirement Financial Emerging Short- Intermediate Actively System Group Corporation Core Growth Value Term Term Managed Inc. Common Equity Equity Equity Investment Bond Bond Common Loans to Stock Fund Fund Fund Fund Fund Fund Stock Participants Fund Totals -------- --------- ------- --------- --------- --------- ----------- --------- --------- --------- Additions: Net appreciation(depreciation) in the fair value of investments 270,665 (20,495) 68,525 16,186 4,257 10,534 224 -- (3,211) 346,685 Contributions: Employer, net of forteitures 25,828 8,320 7,458 6,785 1,365 2,601 -- -- 70,476 122,833 Participants 110,195 48,523 41,457 36,862 6,432 12,972 -- -- 56,092 312,533 -------- --------- ------- --------- --------- --------- ----------- --------- --------- --------- Total additions 406,688 36,348 117,440 59,833 12,054 26,107 224 123,357 782,051 Distributions to participants (94,874) (44,678) (33,327) (37,182) (15,426) (36,417) (510) (18,233) (419,668) (700,315) Net transfers among funds (13,873) (11,254) 11,208 4,833 (519) (695) -- -- 10,300 -- Net loan activity (32,354) (5,456) (10,140) (5,676) (2,512) (3,967) -- 68,250 (8,145) -- Benefits payable (475) -- -- -- -- -- -- -- -- (475) -------- --------- ------- --------- --------- --------- ----------- --------- --------- --------- Net increase(decrease) in net assets available for plan benefits 265,112 (25,040) 85,181 21,808 (6,403) (14,972) (286) 50,017 (294,156) 81,261 Net assets available for plan Benefits -December 31, 1997 1,020,002 381,443 352,062 274,960 56,509 122,762 2,734 149,957 1,546,135 3,906,564 --------- --------- ------- --------- --------- --------- ----------- --------- --------- --------- Net assets available for plan Benefits -December 31, 1998 $1,285,114 $356,403 $437,243 $296,768 $50,106 $107,790 $2,448 $199,974 $1,251,979 $3,987,825 ========= ========= ======= ========= ======== ======== =========== ========= ========= =========
The accompanying notes are an integral part of these financial statements. FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Notes to Financial Statements 1. Description of Plan: The following description of the Flushing Savings Bank, FSB 401(k) Savings Plan in RSI Retirement Trust (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. a. General: The Plan is a tax-deferred savings plan which began on September 1, 1987, and covers all salaried employees of Flushing Savings Bank, FSB (the "Bank") who have completed one year of service and are twenty-one years of age or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). b. Contributions: Participant contributions can be no less than 2% nor greater than 10% of their base compensation for each plan year and cannot exceed $10,000 annually for the plan year ended December 31, 1998, adjusted as prescribed under the Internal Revenue Code. The Bank will match 50% of each participant's basic contributions up to a maximum of 3% of the participant's base compensation. Of the 50% match, one half of the match will be invested into the Flushing Financial Corporation Common Stock Fund. The remaining half of the march will be invested into corresponding participant directed investment accounts. Currently, contributions to the Plan are not subject to Federal, state, or local income taxes until withdrawn from the Plan. Participant forfeitures serve to reduce the contribution due from the Bank. c. Participant accounts: Each participant's account is credited with the participant's contributions and the Bank's matching contributions. The plan assets are held by the RSI Retirement Trust ("RSI") and are segregated into eight investment accounts: Core Equity Fund, Emerging Growth Equity Fund, Value Equity Fund, Intermediate-Term Bond Fund, Actively Managed bond Fund, Short-Term Investment Fund, RSI Common Stock Fund and Flushing Financial Corporation Common Stock Fund. Certain assets are not allocated to the above investment accounts. Those unallocated amounts represent contributions pending allocation to the designed investment accounts. In accordance with the provisions of the Plan, net assets are to be valued from time to time, but not less often than monthly, and the increase or decrease in such value since the last valuation date is allocated among the participants' accounts so as to preserve each participant's beneficial interest in the Plan. d. Vesting: Participants are immediately 100 percent vested in their salary deferral contributions plus earnings thereon. Vesting of employer contributions on behalf of each participant is based on years of service. A participant is 100 percent vested after six years of credited service. At December 31, 1998, forfeited nonvested accounts totaled $6,611, which will be used to reduce future employer contributions. Continued FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Notes to Financial Statements, Continued e. Investment options: Upon enrollment in the Plan, a participant may direct employee contributions in one percent increments into the eight investment accounts. f. Payment of benefits: Upon termination of service, a participant is entitled to receive a lump sum or, in certain circumstances, quarterly, semi-annual, or annual installments, equal to the value of his or her account to the extent such funds are vested. g. Loans to participants: Loans are made available to all participants on a uniform and nondiscriminatory basis. All loans must be adequately collateralized and amortized over a period not to exceed five years unless the loan is to purchase the principle residence of a participant, in which case, the term cannot exceed ten years. Loans must bear a reasonable rate of interest (currently prime rounded to the nearest one quarter of one percent). Loans are limited by the Internal Revenue Code Section 72(p) and may not exceed the lesser of (i) 50% of the net value of a participant's vested account balance or (ii) $50,000 reduced by the largest outstanding loan balance in the Plan during the preceding 12 months. At December 31, 1998, outstanding loans bore interest rates in the range of 6% to 10%. 2. Summary of Significant Accounting Policies: a.INVESTMENT VALUATION: The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Participant notes receivable are valued at cost which approximates fair value. The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation (depreciation) in the fair value of its funds and common stock, which consists of the realized gains or losses, unrealized appreciation (depreciation) and dividend or interest income on securities held by those funds. Dividend and interest income on investments held by the funds are reinvested by each fund. b. EXPENSES: Administrative expenses are paid by the Bank at the discretion of the Plan Administrator. c. OTHER: Interest income on loans is recorded as earned on an accrual basis. d. PAYMENT OF BENEFITS: Benefit payments to participants are recorded upon distribution. Continued FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Notes to Financial Statements, Continued e. ESTIMATES: The preparation of the Plan's financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the period and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. f. RISKS AND UNCERTAINTIES: The Plan provides for various investment options in any combination of mutual funds and other investment securities.Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits. 3. Plan Termination: Although it has not expressed any intent to do so, the Bank specifically reserves the right, at any time, to terminate the Plan or to amend, in whole or in part, any or all of the provisions of the Plan, subject to the provisions of ERISA and approval of the Directors. In the event of termination or partial termination of the Plan or upon complete discontinuance of contributions under the Plan, the accounts of each affected participant shall become 100% vested and fully distributable, in accordance with the Internal Revenue Code and all income tax regulations promulgated thereunder. 4. Federal Tax Status: The Internal Revenue Service has determined and informed the Company by a signed letter dated January 5, 1998 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Item 27a - Schedule of Assets Held for Investment Purposes As of December 31, 1998
Number of Market Units or Value Per Shares Description of Cost* Fair Unit/Share Investment Value - ----------- ----------------------- --------- ---------- ----------- 13,429.024 Core Equity Fund $439,129 $1,285,114 $95.69 5,241.219 Emerging Growth Equity Fund 281,820 356,403 68.00 6,421.550 Value Equity Fund 377,459 437,243 68.09 13,148.796 Short-Term Investment 296,242 296,768 22.57 Fund 2,854.596 Actively Managed Bond 103,964 107,790 37.76 Fund 1,462.083 Intermediate-Term 49,404 50,106 34.27 Bond Fund 490.588 Retirement System 2,409 2,448 4.99 Group, Inc. -- Loans to 199,974 199,974 -- participants** 59,234.378 Flushing Financial 712,060 1,251,979 21.136 Corporation Stock Fund --------- --------- Total $2,462,461 $3,987,825 --------- ---------
* Represents the Plan's percentage of each fund's historical cost. ** Loans bear a rate of interest of prime rounded to the nearest one quarter of one percent. Interest rate range of 6% to 10% for all outstanding loans to participants as of December 31, 1998. FLUSHING SAVINGS BANK, FSB 401(k) SAVINGS PLAN in RSI RETIREMENT TRUST Item 27d - Schedule of Reportable Transactions For the year ended December 31, 1998
Net Purchases Sales Gain Description of Assets Number Cost Number Proceeds (Loss) - ------------------------ -------- --------- ------- --------- ------- Marine Midland Bank Short Term Investment Fund 75 179,395 35 178,621 -- RSI Retirement Trust Core Equity Fund 80 167,955 48 170,156 4,294
These items represent transactions that either individually or when aggregated equaled or exceeded 5% of the beginning net assets available for plan benefits. -----END PRIVACY-ENHANCED MESSAGE-----