Edgar Filing: FLUSHING FINANCIAL CORP

form10-k.htm

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, 2009

Commission file number 000-24272

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

11-3209278

(I.R.S. Employer Identification No.)

1979 Marcus Avenue, Suite E140, Lake Success, New York 11042

(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:

Common Stock $0.01 par value (and

associated Preferred Stock Purchase Rights)

(Title of each class)

NASDAQ Global Select Market

(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. o Yes T No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes T No

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. T Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Non-accelerated filer o

Accelerated filer T

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes T No

As of June 30, 2009, 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 $192,090,000. This figure is based on the closing price on that date on the NASDAQ Global Select Market for a share of the registrant’s Common Stock, $0.01 par value, which was $9.35.

The number of shares of the registrant’s Common Stock outstanding as of February 28, 2010 was 31,152,004 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 18, 2010 are incorporated herein by reference in Part III.

TABLE OF CONTENTS

		Page

PART I

Item 1. Business.		1

GENERAL

Overview		1
Market Area and Competition		3
Lending Activities		3
Loan Portfolio Composition		3
Loan Maturity and Repricing		7
Multi-Family Residential Lending		7
Commercial Real Estate Lending		8
One-to-Four Family Mortgage Lending – Mixed-Use Properties		8
One-to-Four Family Mortgage Lending – Residential Properties		9
Construction Loans		10
Small Business Administration Lending		10
Commercial Business and Other Lending		10
Loan Approval Procedures and Authority		11
Loan Concentrations		11
Loan Servicing		11
Asset Quality		11
Loan Collection		11
Delinquent Loans and Non-performing Assets		12
Real Estate Owned		14
Investment Securities		14
Environmental Concerns Relating to Loans		14
Classified Assets		15
Allowance for Loan Losses		16
Investment Activities		20
General		20
Mortgage-backed securities		21
Sources of Funds		24
General		24
Deposits		24
Borrowings		28
Subsidiary Activities		29
Personnel		30
Omnibus Incentive Plan		30

FEDERAL, STATE AND LOCAL TAXATION

Federal Taxation		30
General		30
Bad Debt Reserves		30
Distributions		30
Corporate Alternative Minimum Tax		31
State and Local Taxation		31
New York State and New York City Taxation		31
Delaware State Taxation		31

REGULATION

General		31
Holding Company Regulation		32
Investment Powers		33
Real Estate Lending Standards		33
Loans-to-One Borrower Limits		33
Insurance of Accounts		34
Qualified Thrift Lender Test		35
Transactions with Affiliates		36
Restrictions on Dividends and Capital Distributions		36
Federal Home Loan Bank System		36
Assessments		37
Branching		37
Community Reinvestment		37
Brokered Deposits		37
Capital Requirements		37
General		37
Tangible Capital Requirement		38
Leverage and Core Capital Requirement		38
Risk-Based Requirement		38
Federal Reserve System		38
Financial Reporting		39
Standards for Safety and Soundness		39
Gramm-Leach-Bliley Act		39
USA Patriot Act		40
Prompt Corrective Action		40
Emergency Economic Stabilization Act of 2008		40
The American Recovery and Reinvestment Act of 2009		42
Helping Families Save Their Homes Act		43
Federal Securities Laws		43
Available Information		43
Item 1A. Risk Factors		43
Changes in Interest Rates May Significantly Impact Our Financial Condition and Results of Operations		44
Our Lending Activities Involve Risks that May Be Exacerbated Depending on the Mix of Loan Types		44
The Markets in Which We Operate Are Highly Competitive		44
Our Results of Operations May Be Adversely Affected by Changes in National and/or Local Economic Conditions		45
Changes in Laws and Regulations Could Adversely Affect Our Business		45
Current Conditions in, and Regulation of, the Banking Industry May Have a Material Adverse Effect on Our Results of Operations		46
Certain Anti-Takeover Provisions May Increase the Costs to or Discourage an Acquirer		47
We May Not Be Able to Successfully Implement Our New Commercial Business Banking Initiative		47
The FDIC’s Recently Adopted Restoration Plan and the Related Increased Assessment Rate Schedule May Have a Material Effect on Our Results of Operations		47
The Potential Adoption of Significant Aspects of the Obama Administration Reform Plan May Have a Material Effect on Our Operations		48

We May Need to Recognize Other-Than-Temporary Impairment Charges in the Future		48
We May Not Pay Dividends on Our Common Stock.		48
There Can Be No Assurance That The Emergency Economic Stabilization Act of 2008 and Other Recently Enacted Government Programs Will Help Stabilize the U.S. Financial System		48
Goodwill Recorded as a Result of Acquisitions Could Become Impaired, Negatively Impacting Our Earnings and Capital		48
We May Not Fully Realize the Expected Benefit of Our Deferred Tax Assets		49
Item 1B. Unresolved Staff Comments		49
Item 2. Properties		49
Item 3. Legal Proceedings		49
Item 4. Reserved		49

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		49
Item 6. Selected Financial Data		52
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		54
General		54
Overview		55
Interest Rate Sensitivity Analysis		59
Interests Rate Risk		61
Analysis of Net Interest Income		61
Rate/Volume Analysis		63
Comparison of Operating Results for the Years Ended December 31, 2009 and 2008		63
Comparison of Operating Results for the Years Ended December 31, 2008 and 2007		65
Liquidity, Regulatory Capital and Capital Resources		67
Participation in the U.S. Treasury’s Troubled Asset Relief Program Capital Purchase Program		69
Common Stock Offering		69
Redemption of Preferred Stock		69
Critical Accounting Policies		69
Contractual Obligations		71
New Authoritative Accounting Pronouncements		72
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		74
Item 8. Financial Statements and Supplementary Data		75
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		124
Item 9A. Controls and Procedures		124
Item 9B. Other Information		125

PART III

Item 10. Directors, Executive Officers and Corporate Governance		125
Item 11. Executive Compensation		125
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		125
Item 13. Certain Relationships and Related Transactions, and Director Independence		125
Item 14. Principal Accounting Fees and Services		125

iii

PART IV

Item 15. Exhibits, Financial Statement Schedules		126
(a) 1. Financial Statements		126
(a) 2. Financial Statement Schedules		126
(a) 3. Exhibits Required by Securities and Exchange Commission Regulation S-K		127

SIGNATURES

POWER OF ATTORNEY

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Statements contained in this Annual Report on Form 10-K (this “Annual Report”) 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 — General — Allowance for Loan Losses” and “Business — General — Market Area and Competition” in Item 1 below, “Risk Factors” in Item 1A below, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview” in Item 7 below, and elsewhere in this Annual Report 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. We have no obligation to update these forward-looking statements.

PART I

As used in this Annual Report on Form 10-K, the words “we,” “us,” “our” and the “Company” are used to refer to Flushing Financial Corporation and our consolidated subsidiaries, including Flushing Savings Bank, FSB (the “Savings Bank”) and Flushing Commercial Bank (the “Commercial Bank” and together with the Savings Bank, the “Banks”).

Item 1. Business.

GENERAL

Overview

We are a Delaware corporation organized in May 1994 at the direction of the Savings Bank. The Savings Bank was organized in 1929 as a New York State chartered mutual savings bank. In 1994, the Savings Bank converted to a federally chartered mutual savings bank and changed its name from Flushing Savings Bank to Flushing Savings Bank, FSB. The Savings Bank converted from a federally chartered mutual savings bank to a federally chartered stock savings bank on November 21, 1995, at which time Flushing Financial Corporation acquired all of the stock of the Savings Bank. The primary business of Flushing Financial Corporation at this time is the operation of its wholly owned subsidiary, the Savings Bank. The Savings Bank owns four subsidiaries: Flushing Commercial Bank, Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc. In November, 2006, the Savings Bank launched an internet branch, iGObanking.com®. The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the Savings Bank, issuances of junior subordinated debt, and issuances of equity securities. Flushing Financial Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”

Flushing Financial Corporation also owns Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV (the “Trusts”), which are special purpose business trusts formed during 2007 to issue a total of $60.0 million of capital securities and $1.9 million of common securities (which are the only voting securities). Flushing Financial Corporation owns 100% of the common securities of the Trusts. The Trusts used the proceeds from the issuance of these securities to purchase junior subordinated debentures from Flushing Financial Corporation. The Trusts are not included in our consolidated financial statements as we would not absorb the losses of the Trusts if losses were to occur. Flushing Financial Corporation previously owned Flushing Financial Capital Trust I (“Trust I”), which was a special purpose business trust formed in 2002 similar to the Trusts discussed above. Trust I called its outstanding capital securities during July 2007, and was then liquidated.

Unless otherwise disclosed, the information presented in this Annual Report reflects the financial condition and results of operations of Flushing Financial Corporation, the Savings Bank and the Savings Bank’s subsidiaries on a consolidated basis (collectively, the “Company”). Management views the Company as operating a single unit – a community savings bank. Therefore, segment information is not provided. At December 31, 2009, the Company had total assets of $4.1 billion, deposits of $2.7 billion and stockholders’ equity of $360.1 million.

Our 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 purchases of one-to-four

family (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units), multi-family residential and commercial real estate mortgage loans; (2) construction loans, primarily for residential properties; (3) Small Business Administration (“SBA”) loans and other small business loans; (4) mortgage loan surrogates such as mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities. We also originate certain other consumer loans including passbook loans and overdraft lines of credit. Our revenues are derived principally from interest on our mortgage and other loans and mortgage-backed securities portfolio, and interest and dividends on other investments in our securities portfolio. Our primary sources of funds are deposits, Federal Home Loan Bank of 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 Savings Bank’s primary regulator is the Office of Thrift Supervision (“OTS”). Deposits are insured to the maximum allowable amount by the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Banks are members of the Federal Home Loan Bank (“FHLB”) system.

We also hold a note evidencing a loan that we made to an employee benefit trust we established for the purpose of holding shares for allocation or distribution under certain employee benefit plans of the Company (the “Employee Benefit Trust”). The funds provided by this loan enabled the Employee Benefit Trust to acquire 2,328,750 shares, or 8%, of the common stock issued in our initial public offering.

During 2006, the Savings Bank established a business banking unit. Our business plan includes a transition from a traditional thrift to a more “commercial-like” banking institution by focusing on the development of a full complement of commercial business deposit, loan and cash management products.

On November 27, 2006, the Savings Bank launched an internet branch, iGObanking.com®, as a new division which provides us access to markets outside our geographic locations. Accounts can be opened online at www.iGObanking.com or by mail.

During 2007, the Savings Bank formed a wholly owned subsidiary, Flushing Commercial Bank, a New York State chartered commercial bank, for the limited purpose of providing banking services to public entities including counties, cities, towns, villages, school districts, libraries, fire districts and the various courts throughout the New York metropolitan area. The Commercial Bank was formed in response to New York State law, which requires that municipal deposits and state funds must be deposited into a bank or trust company as defined in New York State law. The Savings Bank is not considered an eligible bank or trust company for this purpose.

On December 19, 2008 we entered into a Letter Agreement (including the Securities Purchase Agreement – Standard Terms incorporated by reference therein, the “Purchase Agreement”) with the U.S. Department of the Treasury (the “U.S. Treasury”) pursuant to which we issued and sold to the U.S. Treasury (i) 70,000 shares of the our Fixed Rate Cumulative Perpetual Preferred Stock Series B having a liquidation preference of $1,000 per share (the “Series B Preferred Stock”), and (ii) a ten-year warrant (the “Warrant”) to purchase up to 751,611 shares of the our common stock, par value $0.01 per share, at an initial price of $13.97 per share, for an aggregate purchase price of $70.0 million in cash. The Series B Preferred Stock qualified as Tier I capital under the risk-based capital guidelines of the OTS (“Tier 1 Capital”) and paid cumulative dividends at a rate of 5% per annum. Dividends were payable on the Series B Preferred Stock quarterly and were payable on February 15, May 15, August 15 and November 15 of each year. The Series B Preferred Stock had no maturity date and ranked senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation and winding up of the Company. The Warrant would have expired ten years from the issuance date and was immediately exercisable and transferable. The Purchase Agreement contained limitations on the payment of dividends on and the repurchase of the Common Stock and certain preferred stock. The Purchase Agreement also required that, until such time as the U.S. Treasury ceased to own any securities acquired from us thereunder, we take all necessary action to ensure that benefit plans with respect to senior executive officers complied with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by any guidance or regulation under Section 111(b) of EESA that has been issued and was in effect as of the date of issuance of the Series B Preferred Stock and the Warrant and not adopt any benefit plans with respect to, or which cover, senior executive officers that do not comply with EESA. Our senior executive officers consented to the foregoing. During 2009, we issued, in a public offering, 9.3 million common shares for total consideration, after expenses, of $101.5 million. This public offering was a Qualified Equity Offering as defined in the Warrant. As a result of this Qualified Equity Offering, the number of shares of Common Stock underlying the Warrant was reduced by one-half. On October 28, 2009, we redeemed the Series B Preferred Stock for $70.0 million plus all accrued and unpaid dividends. On December 30, 2009, we repurchased the Warrant for $0.9 million.

Market Area and Competition

We are a community oriented savings institution offering a wide variety of financial services to meet the needs of the communities we serve. Our main office is in Flushing, New York, located in the Borough of Queens. At December 31, 2009, the Savings Bank operated out of 15 full-service offices, located in the New York City Boroughs of Queens, Brooklyn, and Manhattan, and in Nassau County, New York, and the Commercial Bank operated out of three offices, one in Brooklyn and two in Nassau County, New York, it shares with the Savings Bank. We also operate an internet branch, iGObanking.com®. We maintain our executive offices in Lake Success in Nassau County, New York. Substantially all of our mortgage loans are secured by properties located in the New York City metropolitan area.

We face intense competition both in making loans and in attracting deposits. Our market area has a high density of financial institutions, many of which have greater financial resources, name recognition and market presence, and all of which are competitors to varying degrees. Particularly intense competition exists for deposits and in all of the lending activities we emphasize. The internet banking arena also has many larger financial institutions which have greater financial resources, name recognition and market presence. Our future earnings prospects will be affected by our ability to compete effectively with other financial institutions and to implement our business strategies. See “Risk Factors – The Markets in Which We Operate Are Highly Competitive” included in Item 1A of this Annual Report.

For a discussion of our business strategies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Management Strategy” included in Item 7 of this Annual Report.

Lending Activities

Loan Portfolio Composition. Our loan portfolio consists primarily of mortgage loans secured by multi-family residential, commercial real estate, one-to-four family mixed-use property, one-to-four family residential property, and construction loans. In addition, we also offer SBA loans, other small business loans and consumer loans. Substantially all of our mortgage loans are secured by properties located within our market area. At December 31, 2009, we had gross loans outstanding of $3,203.4 million (before the allowance for loan losses and net deferred costs).

In recent years, we have focused on the origination of multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans. These loans generally have higher yields than one-to-four family residential properties, and include prepayment penalties that we collect if the loans pay in full prior to the contractual maturity. We expect to continue this emphasis on multi-family residential mortgage loans through marketing and by maintaining competitive interest rates and origination fees. Our marketing efforts include frequent contacts with mortgage brokers and other professionals who serve as referral sources. From time-to-time, we may purchase loans from mortgage bankers and other financial institutions. Loans purchased comply with our underwriting standards. During 2009, we reduced our emphasis on commercial real estate, one-to-four family mixed-use property mortgage loans, and construction loans. We expect to continue to reduce our originations of commercial real estate and one-to-four family mixed-use property mortgage loans, and construction loans, in the near term.

Fully underwritten one-to-four family residential mortgage loans generally are considered by the banking industry to have less risk than other types of loans. Multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans generally have higher yields than one-to-four family residential property mortgage loans and shorter terms to maturity, but typically involve higher principal amounts and may expose the lender to a greater risk of credit loss than one-to-four family residential property mortgage loans. Our increased emphasis on multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans during the past several years has increased the overall level of credit risk inherent in our loan portfolio. The greater risk associated with multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans could require us to increase our provisions for loan losses and to maintain an allowance for loan losses as a percentage of total loans in excess of the allowance we currently maintain. We continually review the composition of our mortgage loan portfolio to manage the risk in the portfolio. As a result of this ongoing review, during 2009 we reduced our reliance on commercial real estate and one-to-four family mixed-use property mortgage loans, and tightened our conservative underwriting standards to further reduce the risk associated with these loans. To date, we have not experienced significant losses in our multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loan portfolios.

Our mortgage loan portfolio consists of adjustable rate mortgage (“ARM”) loans and fixed-rate mortgage loans. Interest rates we charge on loans are affected primarily by the demand for such loans, the supply of money available for lending purposes, the rate offered by our competitors and 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, state and local governments.

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, we may experience refinancing activity in ARM loans, as borrowers show a preference to lock-in the lower rates available on fixed-rate loans. In the case of ARM loans we originated, volume and adjustment periods are affected by the interest rates and other market factors as discussed above as well as consumer preferences. We have not in the past, nor do we currently, originate ARM loans that provide for negative amortization.

In recent years, we had grown our construction loan portfolio. During 2007, we began to deemphasize construction loans, as originations of new construction loans declined. We continued to deemphasize construction loans in 2009 and 2008 as we further reduced originations and reduced the balance in the construction loan portfolio. We intend to continue to deemphasize construction loans in the near term. We obtain a first lien position on the underlying collateral, and generally obtain personal guarantees on construction loans. These loans generally have a term of two years or less. 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. The greater risk associated with construction loans could require us to increase our provision for loan losses, and to maintain an allowance for loan losses as a percentage of total loans in excess of the allowance we currently maintain. To date, we have not incurred significant losses in our construction loan portfolio.

The business banking unit was formed in 2006 to focus on loans to businesses located within our market area. These loans are generally personally guaranteed by the owners, and may be secured by the assets of the business. The interest rate on these loans is generally an adjustable rate based on a published index, usually the prime rate. These loans, while providing us a higher rate of return, also present a higher level of risk. The greater risk associated with business loans could require us to increase our provision for loan losses, and to maintain an allowance for loan losses as a percentage of total loans in excess of the allowance we currently maintain. To date, we have not incurred significant losses in our business loan portfolio.

Our lending activities are subject to federal and state laws and regulations. See “— Regulation.”

The following table sets forth the composition of our loan portfolio at the dates indicated.

	At December 31,
	2009						2008						2007						2006						2005
				Percent						Percent						Percent						Percent						Percent
	Amount			of Total			Amount			of Total			Amount			of Total			Amount			of Total			Amount			of Total
	(Dollars in thousands)
Mortgage Loans:
Multi-family residential	$	1,158,700			36.18	%	$	999,185			33.81	%	$	964,455			35.79	%	$	870,912			37.52	%	$	788,071			41.92	%
Commercial real estate		790,099			24.66			752,120			25.46			625,843			23.23			519,552			22.38			399,081			21.23
One-to-four family -mixed-use property		744,560			23.24			751,952			25.45			686,921			25.49			588,092			25.33			477,775			25.42
One-to-four family -residential (1)		249,920			7.80			238,711			8.08			161,666			6.01			161,889			6.98			134,641			7.17
Co-operative apartment (2)		6,553			0.20			6,566			0.22			7,070			0.26			8,059			0.35			2,161			0.11
Construction		97,270			3.04			103,626			3.51			119,745			4.44			104,488			4.50			49,522			2.63

Gross mortgage loans		3,047,102			95.12			2,852,160			96.53			2,565,700			95.22			2,252,992			97.06			1,851,251			98.48

Non-mortgage loans:
Small Business Administration		17,496			0.55			19,671			0.67			18,922			0.70			17,521			0.75			9,239			0.49
Taxi medallion		61,424			1.92			12,979			0.44			68,250			2.53			37,450			1.61			13,568			0.72
Commercial business and other		77,351			2.41			69,759			2.36			41,796			1.55			13,449			0.58			5,794			0.31

Gross non-mortgage loans		156,271			4.88			102,409			3.47			128,968			4.78			68,420			2.94			28,601			1.52

Gross loans		3,203,373			100.00	%		2,954,569			100.00	%		2,694,668			100.00	%		2,321,412			100.00	%		1,879,852			100.00	%

Unearned loan fees and deferred costs, net		17,110						17,121						14,083						10,393						8,409

Less: Allowance for loan losses		(20,324	)					(11,028	)					(6,633	)					(7,057	)					(6,385	)
Loans, net	$	3,200,159					$	2,960,662					$	2,702,118					$	2,324,748					$	1,881,876

(1)	One-to-four family residential mortgage loans also include home equity and condominium loans. At December 31, 2009, gross home equity loans totaled $71.7 million and condominium loans totaled $26.9 million.

(2)	Consists of loans secured by shares representing interests in individual co-operative units that are generally owner occupied.

The following table sets forth our loan originations (including the net effect of refinancing) and the changes in our portfolio of loans, including purchases, sales and principal reductions for the years indicated:

	For the years ended December 31,
(In thousands)	2009		2008		2007

Mortgage Loans

At beginning of year	$	2,852,160	$	2,565,700	$	2,252,992

Mortgage loans originated:
Multi-family residential		212,274		153,023		222,625
Commercial real estate		76,334		179,857		165,440
One-to-four family mixed-use property		33,053		118,270		159,331
One-to-four family residential		54,669		57,292		36,397
Co-operative apartment		534		800		828
Construction		18,263		30,673		54,151
Total mortgage loans originated		395,127		539,915		638,772

Mortgage loans purchased:
Multi-family residential		-		-		8,717
Commercial real estate		2,917		2,500		2,902
One-to-four family residential		-		62,330		-

Total mortgage loans purchased		2,917		64,830		11,619

Less:
Principal reductions		189,062		304,049		284,608
Mortgage loan sales		6,233		13,641		53,075
Charge-offs		5,387		470		-
Mortgage loan foreclosures		2,420		125		-

At end of year	$	3,047,102	$	2,852,160	$	2,565,700

Non-mortgage loans

At beginning of year	$	102,409	$	128,968	$	68,420

Loans originated:
Small Business Administration		4,457		9,880		12,840
Taxi Medallion		20,702		7,101		50,434
Commercial business		32,384		42,833		41,806
Other		4,656		2,618		1,953
Total other loans originated		62,199		62,432		107,033


Non-mortgage loans purchased:
Small Business Administration		-		423		-
Taxi Medallion		40,347		-		-

Less:
Sales of Small Business Administration loans		2,005		2,988		4,925
Principal reductions		41,887		85,644		41,094
Charge-offs		4,792		782		466

At end of year	$	156,271	$	102,409	$	128,968

Loan Maturity and Repricing. The following table shows the maturity of our commercial mortgage loan, construction loan and non-mortgage loan portfolios at December 31, 2009. Scheduled repayments are shown in the maturity category in which the payments become due.

	Commercial								Commercial
	Mortgage								Business and
(In thousands)	Loans		Construction		SBA		Taxi Medallion		Other		Total

Amounts due within one year	$	92,150	$	18,960	$	3,836	$	39,056	$	56,635	$	210,637
Amounts due after one year:
One to two years		74,738		78,310		3,371		16,032		9,518		181,969
Two to three years		73,353		-		3,006		6,244		5,355		87,958
Three to five years		144,965		-		3,363		92		4,465		152,885
Over five years		404,893		-		3,920				1,378		410,191
Total due after one year		697,949		78,310		13,660		22,368		20,716		833,003
Total amounts due	$	790,099	$	97,270	$	17,496	$	61,424	$	77,351	$	1,043,640

Sensitivity of loans to changes in interest rates - loans due after one year:
Fixed rate loans	$	134,847	$	37,246	$	310	$	22,368	$	8,238	$	203,009
Adjustable rate loans		563,102		41,064		13,350		-		12,478		629,994
Total loans due after one year	$	697,949	$	78,310	$	13,660	$	22,368	$	20,716	$	833,003

Multi-Family Residential Lending. Loans secured by multi-family residential properties were $1,158.7 million, or 36.18% of gross loans, at December 31, 2009. Our multi-family residential mortgage loans had an average principal balance of $509,000 at December 31, 2009, and the largest multi-family residential mortgage loan held in our portfolio had a principal balance of $7.5 million. We offer both fixed-rate and adjustable-rate multi-family residential mortgage loans, with maturities of up to 30 years.

In underwriting multi-family residential mortgage loans, we review 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. We typically require debt service coverage of at least 125% of the monthly loan payment. During 2008, we increased the required debt service coverage ratio for multi-family residential loans with ten units or less. We generally originate these loans up to only 75% of the appraised value or the purchase price of the property, whichever is less. Any loan with a final loan-to-value ratio in excess of 75% must be approved by the Board of Directors, its Loan Committee or its Executive Committee as an exception to policy. We generally rely on the income generated by the property as the primary means by which the loan is repaid. However, personal guarantees may be obtained for additional security from these borrowers. We typically order an environmental report on our multi-family and commercial real estate loans.

Loans secured by multi-family residential 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 residential 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 residential property also may involve a greater degree of environmental risk. We seek to protect against this risk through obtaining an environmental report. See “—Asset Quality — Environmental Concerns Relating to Loans.”

At December 31, 2009, $923.9 million, or 79.74%, of our multi-family mortgage loans consisted of ARM loans. We offer ARM loans with adjustment periods typically of five years and for terms of up to 30 years. Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate. From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period. Multi-family adjustable-rate mortgage loans generally are not subject to limitations on interest rate increases either on an adjustment period or aggregate basis over the life of the loan. We originated and purchased multi-family ARM loans totaling $183.8 million, $116.4 million and $159.3 million during 2009, 2008 and 2007, respectively.

At December 31, 2009, $234.9 million, or 20.26%, of our multi-family mortgage loans consisted of fixed rate loans. Our fixed-rate multi-family mortgage loans are generally originated for terms up to 15 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $28.5 million, $36.6 million and $72.1 million of fixed-rate multi-family mortgage loans in 2009, 2008 and 2007, respectively.

Commercial Real Estate Lending. Loans secured by commercial real estate were $790.1 million, or 24.66% of gross loans, at December 31, 2009. Our commercial real estate mortgage loans are secured by improved properties such as office buildings, hotels/motels, nursing homes, small business facilities, strip shopping centers, warehouses, and, to a lesser extent, religious facilities. At December 31, 2009, our commercial real estate mortgage loans had an average principal balance of $808,000, and the largest of such loans, which was secured by a multi-tenant shopping center, had a principal balance of $11.1 million. Commercial real estate mortgage loans are generally originated in a range of $100,000 to $6.0 million.

In underwriting commercial real estate mortgage loans, we employ the same underwriting standards and procedures as are employed in underwriting multi-family residential mortgage loans.

Commercial real estate mortgage 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.

At December 31, 2009, $652.8 million, or 82.62%, of our commercial mortgage loans consisted of ARM loans. We offer ARM loans with adjustment periods of one to five years and generally for terms of up to 15 years. Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate. From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period. Commercial adjustable-rate mortgage loans generally are not subject to limitations on interest rate increases either on an adjustment period or aggregate basis over the life of the loan. We originated and purchased commercial ARM loans totaling $76.0 million, $125.1 million and $140.0 million during 2009, 2008 and 2007, respectively.

At December 31, 2009, $137.3 million, or 17.38%, of our commercial mortgage loans consisted of fixed-rate loans. Our fixed-rate commercial mortgage loans are generally originated for terms up to 20 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $3.2 million, $57.3 million and $28.4 million of fixed-rate commercial mortgage loans in 2009, 2008 and 2007, respectively.

One-to-Four Family Mortgage Lending – Mixed-Use Properties. We offer mortgage loans secured by one-to-four family mixed-use properties. These properties contain up to four residential dwelling units and a commercial unit. We offer both fixed-rate and adjustable-rate one-to-four family mixed-use property mortgage loans with maturities of up to 30 years and a general maximum loan amount of $1,000,000. Loan originations primarily result from applications received from mortgage brokers and mortgage bankers, existing or past customers, and persons who respond to our marketing efforts and referrals. One-to-four family mixed-use property mortgage loans were $744.6 million, or 23.24% of gross loans, at December 31, 2009.

During the three-year period ended December 31, 2009, we focused our origination efforts with respect to one-to-four family mortgage loans on mixed-use properties. The primary income-producing units of these properties are the residential dwelling units. One-to-four family mixed-use property mortgage loans generally have a higher interest rate than residential mortgage loans. One-to-four family mixed-use property mortgage loans also have a higher degree of risk than residential mortgage loans, as repayment of the loan is usually dependent on the income produced from renting the residential units and the commercial unit. At December 31, 2009, one-to-four family mixed-use property mortgage loans amounted to $744.6 million, as compared to $752.0 million at December 31, 2008, $686.9 million at December 31, 2007, and $588.1 million at December 31, 2006, representing an increase of $156.5 million during the three-year period.

In underwriting one-to-four family mixed-use property mortgage loans, we employ the same underwriting standards as are employed in underwriting multi-family residential mortgage loans.

At December 31, 2009, $574.9 million, or 77.21%, of our one-to-four family mixed-use property mortgage loans consisted of ARM loans. We offer adjustable-rate one-to-four family mixed-use property mortgage loans with adjustment periods typically of five years and for terms of up to 30 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 FHLB-NY corresponding Regular Advance Rate. From time to time, we may originate ARM loans at an initial rate lower than the index as a result of a discount on the spread for the initial adjustment period. One-to-four family mixed-use property adjustable-rate mortgage loans generally are not subject to limitations on interest rate increases either on an adjustment period or aggregate basis over the life of the loan. We originated and purchased one-to-four family mixed-use property ARM loans totaling $23.7 million, $96.6 million and $125.7 million during 2009, 2008 and 2007, respectively.

At December 31, 2009, $169.7 million, or 22.79%, of our one-to-four family mixed-use property mortgage loans consisted of fixed-rate loans. Our fixed-rate one-to-four family mixed-use property mortgage loans are originated for terms of up to 30 years and are competitively priced based on market conditions and the Banks’ cost of funds. We originated and purchased $9.4 million, $21.7 million and $33.7 million of fixed-rate one-to-four family mixed-use property mortgage loans in 2009, 2008 and 2007, respectively.

One-to-Four Family Mortgage Lending – Residential Properties. We offer mortgage loans secured by one-to-four family residential properties, including townhouses and condominium units. For purposes of the description contained in this section, one-to-four family residential mortgage loans, co-operative apartment loans and home equity loans are collectively referred to herein as “residential mortgage loans.” We offer both fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years and a general maximum loan amount of $1,000,000. Loan originations generally result from applications received from mortgage brokers and mortgage bankers, existing or past customers, and referrals. Residential mortgage loans were $256.5 million, or 8.00% of gross loans, at December 31, 2009.

We generally originate residential mortgage loans in amounts up to 80% of the appraised value or the sale price, whichever is less. We may make residential mortgage loans with loan-to-value ratios of up to 90% 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.

In addition to income verified loans, we have originated residential mortgage loans to self-employed individuals within our local community based on stated income and verifiable assets that allows us to assess repayment ability, 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 our 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 our 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. We believe that our willingness to make such loans was an aspect of our commitment to be a community-oriented bank. We originated and purchased $14.6 million, $9.8 million and $2.4 million of these first mortgage loans during 2009, 2008 and 2007, respectively. We also extended $6.9 million, $34.4 million and $43.0 million in home equity lines of credit during 2009, 2008 and 2007, respectively with various levels of income verification.

At December 31, 2009, $160.6 million, or 62.61%, of our residential mortgage loans consisted of ARM loans. We offer ARM loans with adjustment periods of one, three, five, seven or ten years. Interest rates on ARM loans currently offered by us are adjusted at the beginning of each adjustment period based upon a fixed spread above the FHLB-NY corresponding Regular Advance Rate. From time to time, we may originate ARM loans at an initial rate lower than the 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. We originated and purchased adjustable rate residential mortgage loans totaling $33.0 million, $58.1 million and $36.8 million during 2009, 2008 and 2007, respectively.

The retention of ARM loans in our portfolio helps us reduce our 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 one-to-four family residential ARM loans and negatively affect the spread between our interest income and our 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 our policy of originating one-to-four family residential ARM loans with annual and lifetime interest rate caps that limit the increase of a borrower’s monthly payment.

At December 31, 2009, $95.9 million, or 37.39%, of our residential mortgage loans consisted of fixed-rate loans. Our fixed-rate residential mortgage loans typically are originated for terms of 15 and 30 years and are competitively priced based on market conditions and our cost of funds. We originated and purchased $1.2 million and $12.4 million in 15-year fixed-rate residential mortgages in 2009 and 2008, respectively. We did not originate or purchase any 15-year fixed-rate residential mortgage loans in 2007. We did not originate any 30-year fixed-rate mortgages in 2009. We originated and purchased $50.0 million and $0.5 million of 30-year fixed-rate mortgages in 2008 and 2007, respectively.

At December 31, 2009, home equity loans totaled $71.7 million, or 2.24%, of gross loans. Home equity loans are included in our portfolio of 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 30 years. These adjustable “home equity lines of credit” may include a “floor” and/or a “ceiling” on the interest rate that we charge for these loans. These loans also may be offered as fully amortizing closed-end fixed-rate loans for terms up to 15 years. The majority of home equity loans originated are owner occupied one-to-four family residential properties and condominium units. To a lesser extent, home equity loans are also originated on one-to-four residential properties held for investment and second homes. All home equity loans are subject to an 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 $300,000. The underwriting standards for home equity loans have substantially been the same as those for residential mortgage loans. During 2008, the underwriting standards for home equity loans were modified to focus on the repayment ability of the borrower and the current declining housing market.

Construction Loans. At December 31, 2009, construction loans totaled $97.3 million, or 3.04%, of gross loans. Our construction loans primarily have been made to finance the construction of one-to-four family residential properties, multi-family residential properties and residential condominiums. We also, to a limited extent, finance the construction of commercial real estate. Our policies provide that construction loans may be made in amounts up to 70% of the estimated value of the developed property and only if we obtain a first lien position on the underlying real estate. However, we generally limit construction loans to 60% of the estimated value of the developed property. In addition, we generally require 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 we maintain a first lien position. We made advances on construction loans of $18.3 million, $30.7 million and $54.2 million during 2009, 2008 and 2007, respectively.

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. At December 31, 2009, SBA loans totaled $17.5 million, representing 0.55%, of gross loans. These loans are extended to small businesses and are guaranteed by the SBA up 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. Under The American Recovery and Reinvestment Act of 2009, the maximum loan guarantee to Banks under the SBA 7a loan program was increased to 90% and the guarantee fee paid by the Bank (up to 3.5% of guaranteed loan amount) has been waived. We also provide term loans and lines of credit up to $350,000 under the SBA Express Program, on which the SBA provides a 50% guaranty. The maximum loan size under the SBA guarantee program is $2,000,000, with a maximum loan guarantee of $1,500,000. All SBA loans are underwritten in accordance with SBA Standard Operating Procedures which requires collateral and the personal guarantee of the owners with more than 20% ownership from SBA borrowers. Typically, SBA loans are originated in the range of $25,000 to $2,000,000 with terms ranging from one-seven years and up to 25 years for owner occupied commercial real estate mortgages. 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. We generally sell the guaranteed portion of certain SBA term loans in the secondary market, realizing a gain at the time of sale, and retain the servicing rights on these loans, collecting a servicing fee of approximately 1%. We originated and purchased $4.5 million, $10.3 million, and $12.8 million of SBA loans during 2009, 2008, and 2007, respectively.

Commercial Business and Other Lending. At December 31, 2009, commercial business and other loans totaled $138.8 million, or 4.33%, of gross loans. We originate other loans for business, personal, or household purposes. Business loans generally require the personal guarantees of the owners and are typically secured by the business assets of the borrower, including accounts receivable, inventory, equipment and real estate. Included in commercial business loans are loans made to New York City taxi medallion owners. These loans, which totaled $61.4 million at December 31, 2009, are secured through liens on the taxi medallions. We originate and purchase taxi medallion loans up to 80% of the value of the taxi medallion. The maximum loan size for a non real estate secured business loan is $5,000,000, with a maximum term of seven years. We originated and purchased $93.4 million, $49.9 million, and $92.2 million of commercial business loans during 2009, 2008, and 2007, respectively. 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. We offer credit cards to our customers through a third-party financial institution and receive an origination fee and transactional fees for processing such accounts, but do not underwrite or finance any portion of the credit card receivables.

The underwriting standards employed by us 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. Our Board of Directors approved lending policies establish loan approval requirements for our various types of loan products. Our Residential Mortgage Lending Policy (which applies to all one-to-four family mortgage loans, including residential and mixed-use property) establishes authorized levels of approval. One-to-four family mortgage loans that do not exceed $750,000 require two signatures for approval, one of which must be from either 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 one-to-four family mortgage loans from $750,000 to $1,000,000, three signatures are required for approval, at least two of which must be from 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 one-to-four family mortgage loans in excess of $1,000,000. Pursuant to our Commercial Real Estate Lending Policy, all loans secured by commercial real estate and multi-family residential properties must be approved by the President or the Executive Vice President upon the recommendation of the appropriate Senior Vice President. Such loans in excess of $1,000,000 also require Loan or Executive Committee or Board approval. In accordance with our Business Credit Policy all business and SBA loans up to $1,000,000 and commercial and industrial loans/professional mortgage loans up to $1,500,000 must be approved by the Business Loan Committee and ratified by the Management Loan Committee. Business and SBA loans in excess of $1,000,000 up to $2,000,000, and commercial and industrial loans/professional mortgage loans in excess of $1,500,000 up to $2,500,000, must be approved by the Management Loan Committee and ratified by the Loan Committee of the Savings Bank’s Board of Directors. Commercial business and other loans require two signatures for approval, one of which must be from an Authorized Officer. Our Construction Loan Policy requires that the Loan Committee or the Board of Directors of the Savings Bank must approve all construction loans. Any loan, regardless of type, that deviates from our written credit policies must be approved by the Loan Committee or the Savings Bank’s Board of Directors.

For all loans originated by us, 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 us currently performs such appraisals. Our staff appraiser reviews all appraisals for properties where the loan amount is $2,000,000 or greater. The Savings Bank’s Board of Directors annually approves the independent appraisers used by the Savings Bank and approves the Savings Bank’s appraisal policy. It is our policy to require borrowers to obtain title insurance and hazard insurance on all real estate loans prior to closing. For certain borrowers the Bank may require escrow funds on a monthly basis together with each payment of principal and interest to a mortgage escrow account from which we make disbursements for items such as real estate taxes and, in some cases, hazard insurance premiums.

Loan Concentrations. The maximum amount of credit that the Savings Bank can extend to any single borrower or related group of borrowers generally is limited to 15% of the Savings Bank’s unimpaired capital and surplus. Applicable laws 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 our policy not to extend such additional credit. At December 31, 2009, there were no loans in excess of the maximum dollar amount of loans to one borrower that the Savings 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 $36.0 million, $22.8 million and $22.2 million for each of the three borrowers, respectively.

Loan Servicing. At December 31, 2009, we were servicing $16.2 million of mortgage loans and $17.4 million of SBA loans for others. Our policy is to retain the servicing rights to the mortgage and SBA loans that we sell 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, we take a number of steps to induce the borrower to cure the delinquency and restore the loan to current status. In the case of mortgage loans, personal contact is made with the borrower after the loan becomes 30 days delinquent. We take a proactive approach to managing delinquent loans, including conducting site examinations and encouraging borrowers to meet with one of our representatives. When deemed appropriate, short-term payment plans have been developed that enable borrowers to

bring their loans current, generally within six to nine months. At times, the Bank may restructure a loan to enable a borrower to continue making payments when it is deemed to be in the best long-term interest of the Bank. This restructure may include reducing the interest rate or amount of the monthly payment for a specified period of time, after which the interest rate and repayment terms revert to the original terms of the loan. The Bank classifies these loans as “Troubled Debt Restructured,” and also classifies these loans as non-performing loans. At December 31, 2009, we had $2.5 million of mortgage loans classified as Troubled Debt Restructured. We review delinquencies on a loan by loan basis, diligently exploring ways to help borrowers meet their obligations and return them back to current status and we have increased staffing to handle delinquent loans by hiring people experienced in loan workouts.

When the borrower has indicated that he/she will be unable to bring the loan current, or due to other circumstances which, in our opinion, indicate the borrower will be unable to bring the loan current within a reasonable time, or if the collateral value is deemed to have been impaired, the loan is classified as non-performing. All loans classified as non-performing, which includes all loans past due ninety days or more, are classified as non-accrual unless there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. At December 31, 2009, there were 13 loans, which totaled $3.3 million, past due 90 days or more and still accruing interest.

Upon classifying a loan as non-performing, we review available information and conditions that relate to the status of the loan, including the estimated value of the loan’s collateral and any legal considerations that may affect the borrower’s ability to continue to make payments. Based upon the available information, we will consider the sale of the loan or retention of the loan. If the loan is retained, we may continue to work with the borrower to collect the amounts due or start foreclosure proceedings. If a foreclosure action is initiated and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan is sold at foreclosure or by us as soon thereafter as practicable.

Once the decision to sell a loan is made, we determine what we would consider adequate consideration to be obtained when that loan is sold, based on the facts and circumstances related to that loan. Investors and brokers are then contacted to seek interest in purchasing the loan. We have been successful in finding buyers for some of our non-performing loans offered for sale that are willing to pay what we consider to be adequate consideration. Terms of the sale include cash due upon closing of the sale, no contingencies or recourse to us, servicing is released to the buyer and time is of the essence. These sales usually close within a reasonably short time period.

This strategy of selling non-performing loans was implemented during 2003. This has allowed us to optimize our return by quickly converting our non-performing loans to cash, which can then be reinvested in earning assets. This strategy also allows us to avoid lengthy and costly legal proceedings that may occur with non-performing loans. We sold 17 delinquent mortgage loans totaling $6.3 million, 32 delinquent mortgage loans totaling $13.6 million, and 45 delinquent mortgage loans totaling $33.9 million during the years ended December 31, 2009, 2008 and 2007, respectively. We recorded $83,000 in charge-offs to the allowance for loan losses for the non-performing loans that were sold during 2009. We did not record any charges to the allowance for loan losses for the non-performing loans that were sold during 2008 and 2007. We realized gross gains of $4,000, $74,000 and $332,000 on the sale of non-performing mortgage loans for the years ended December 31, 2009, 2008 and 2007, respectively. We realized gross losses of $224,000 on the sale of non-performing mortgage loans for the year ended December 31, 2008. We did not record any gross losses for the years ended December 31, 2009 and 2007. There can be no assurances that we will continue this strategy in future periods, or if continued, we will be able to find buyers to pay adequate consideration.

On mortgage loans or loan participations purchased by us for whom the seller retains the servicing rights, we receive monthly reports with which we monitor the loan portfolio. Based upon servicing agreements with the servicers of the loans, we rely 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 us and our servicing agents. The servicers are required to submit monthly reports on their collection efforts on delinquent loans. At December 31, 2009, we held $95.2 million of loans that were serviced by others.

In the case of commercial business or other loans, we generally send 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 one of our representatives to discuss the delinquency. If the loan still is not brought current and it becomes necessary for us to take legal action, which typically occurs after a loan is delinquent 90 days or more, we may attempt to repossess personal or business property that secures an SBA loan, commercial business loan or consumer loan.

Delinquent Loans and Non-performing Assets. We generally discontinue 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 shows our delinquent loans that are less than 90 days past due and still accruing interest at the periods indicated:

	December 31, 2009				December 31, 2008
	60 - 89		30 - 59		60 - 89		30 - 59
	days		days		days		days
	(In thousands)

Multi-family residential	$	8,958	$	28,054	$	5,037	$	11,296
Commercial real estate		5,788		8,003		9,292		5,820
One-to-four family - mixed-use property		9,032		22,741		1,413		12,531
One-to-four family - residential		1,555		4,015		117		2,208
Co-operative apartments		-		-		-		-
Construction loans		-		7,619		850		11,224
Small Business Administration		10		262		688		464
Taxi medallion		-		-		-		-
Commercial business and other		21		1,633		1,443		523
Total	$	25,364	$	72,327	$	18,840	$	44,066

The following table shows our non-performing assets at the dates indicated. During the years ended December 31, 2009, 2008 and 2007, the amounts of additional interest income that would have been recorded on non-accrual loans, had they been current, totaled $4.9 million, $1.6 million and $0.3 million, respectively. These amounts were not included in our interest income for the respective periods.

	At December 31,
(Dollars in thousands)	2009			2008			2007			2006			2005


Loans 90 days or more past due and still accruing:
Commercial real estate	$	471		$	425		$	-		$	-		$	-
One-to-four family - residential		2,784			889			-			-			-
Construction		-			-			753			-			530
Total		3,255			1,314			753			-			530
Troubled debt restructured:
Multi-family residential		478			-			-			-			-
Commercial real estate		1,441			-			-			-			-
One-to-four family - mixed-use property		575			-			-			-			-
Total		2,494			-			-			-			-
Non-accrual mortgage loans:
Multi-family residential		27,483			12,011			2,477			1,957			861
Commercial real estate		18,862			7,409			90			349			-
One-to-four family mixed-use property		23,422			10,639			2,204			608			960
One-to-four family residential		4,959			1,121			-			-			-
Co-operative apartments		78			-			-			-			-
Construction		1,639			4,457			-			-			-
Total		76,443			35,637			4,771			2,914			1,821
Non-accrual non-mortgage loans:
Small Business Administration		1,232			354			366			212			99
Commercial Business and other		2,442			2,667			3			-			2
Total		3,674			3,021			369			212			101

Total non-accrual loans		80,117			38,658			5,140			3,126			1,922

Total non-performing loans		85,866			39,972			5,893			3,126			2,452
Other non-performing assets:
Real Estate Owned		2,262			125			-			-			-
Investment securities		8,193			607			-			-			-
Total		10,455			732			-			-			-

Total non-performing assets	$	96,321		$	40,704		$	5,893		$	3,126		$	2,452


Non-performing loans to gross loans		2.68	%		1.35	%		0.22	%		0.13	%		0.13	%
Non-performing assets to total assets		2.32	%		1.03	%		0.18	%		0.11	%		0.10	%

Real Estate Owned (REO). We aggressively market any REO properties, when and if, they are acquired through foreclosure. At December 31, 2009, we owned four properties with a combined carrying value of $2.3 million. At December 31, 2008, we owned one property with a carrying value of $0.1 million. At December 31, 2007, we did not own any such properties.

Investment Securities. At December 31, 2009, non-performing investment securities included two pooled trust preferred securities with a carrying value of $8.1 million and one issue of FHLMC preferred stock with a carrying value of $0.1 million. At December 31, 2008, non-performing investment securities included FHLMC and FNMA preferred stock with a carrying value of $0.6 million.

Environmental Concerns Relating to Loans. We currently obtain environmental reports in connection with the underwriting of commercial real estate loans, and typically obtain environmental reports in connection with the underwriting of multi-family loans. For all other loans, we obtain environmental reports only if the nature of the current or, to the extent known to us, prior use of the property securing the loan indicates a potential environmental risk. However, we may not be aware of such uses or risks in any particular case, and, accordingly, there is no assurance that real estate acquired by us in foreclosure is free from environmental contamination or that, if any such contamination or other violation exists, whether we will have any liability.

Classified Assets. Our policy is to continuously review our assets, focusing primarily on the loan portfolio, real estate owned and the investment portfolios, to ensure that the credit quality is maintained at the highest levels. When weaknesses are identified, immediate action is taken to correct the problem through direct contact with the borrower or issuer. We then monitor these assets, and, in accordance with our policy and OTS regulations, we classify them as “Special Mention,” “Substandard,” “Doubtful,” or “Loss” as deemed necessary. We classify an asset as Substandard when a well-defined weakness is identified that jeopardizes the orderly liquidation of the debt. Loans that are non-accrual are generally classified as Substandard. We classify an asset as Doubtful when it displays the inherent weakness of a Substandard asset with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We classify an asset as Loss if it is deemed the debtor is incapable of repayment. We classify an asset as Special Mention if the asset does not warrant classification within one of the other classifications, but does contain a potential weakness that deserves closer attention.

The following table sets forth the Banks’ classified assets at December 31, 2009:

(In thousands)	Special Mention		Substandard		Doubtful		Loss		Total

Loans:
Multi-family residential	$	15,311	$	31,150	$	2,018	$	-	$	48,479
Commercial real estate		11,451		22,495		-		-		33,946
One-to-four family - mixed-use property		14,969		25,028		-		-		39,997
One-to-four family - residential		2,226		9,236		-		-		11,462
Co-operative apartments		-		78		-		-		78
Construction loans		3,839		9,132		-		-		12,971
Small Business Administration		404		1,087		-		-		1,491
Commercial business and other		2,758		1,991		1,472		-		6,221
Total loans		50,958		100,197		3,490		-		154,645

Investment Securities: (1)
Pooled trust preferred securities		-		12,668		-		-		12,668
FHMLC preferred stock		-		50		-		-		50
Mutual funds		-		4,614		-		-		4,614
Private issue CMO		-		66,014		-		-		66,014
Total investment securities		-		83,346		-		-		83,346

Real Estate Owned		-		2,262		-		-		2,262
Total	$	50,958	$	185,805	$	3,490	$	-	$	240,253

(1) Our investment securities are classified as securities available for sale and as such are carried at their fair value in our Consolidated Financial Statements. The securities above have a fair value at December 31, 2009 of $66.3 million. Under current applicable regulatory guidelines, we are required to disclose the classified investment securities, as shown on the table above, at their book values (amortized cost, or fair value for securities that are under the fair value option). Additionally, the requirement is only for the Banks’ securities. At December 31, 2009, Flushing Financial Corporation had one mutual fund security classified as Substandard with a market value of $2.2 million, which is not included in the above table.

We classify loans as Special Mention when they are on repayment plans until they have been brought current and remain current for at least six months. We also classify loans as Special Mention when they are 60 to 89 days delinquent, or have shown other potential weaknesses. We classify loans as Substandard when they are on non-accrual status, or have other identified significant weaknesses. We classify loans as Doubtful when payment in full is improbable. We allocate a portion of the Allowance for Loan Losses to loans classified Substandard or Doubtful based on an evaluation of each loan.

We classify investment securities as Substandard when the investment grade rating by one or more of the rating agencies is below investment grade. We have classified a total of 20 investment securities as Substandard at December 31, 2009. Our classified investment securities at December 31, 2009 include 15 private issued collateralized mortgage obligations (“CMO”) rated below investment grade by one or more of the rating agencies; three issues of trust preferred securities, one mutual fund, and our holding of FHLMC preferred stock. The Investment Securities which are classified as Substandard at December 31, 2009 are securities that were triple A rated when we purchased them. These securities have each been subsequently downgraded by at least one rating agency to below investment grade. Through

December 31, 2009, these securities, with the exception of the FHLMC stock and two of the pooled trust preferred securities, continued to pay interest and principal as scheduled. We test each of these securities quarterly, through an independent third party, for impairment.

There were $5.9 million, $27.6 million and $4.7 million in credit related other-than-temporary impairment (“OTTI”) charges recorded for the years ended December 31, 2009, 2008 and 2007, respectively. During 2009 we recorded OTTI charges of $3.1 million on four private issue collateralized mortgage obligations and $2.8 million on two pooled trust preferred securities. The OTTI charges for the years ended December 31, 2008 and 2007 were the result of reducing the carrying value of investments in FNMA and FHLMC preferred stocks to the securities market value of $0.6 million and $28.2 million at December 31, 2008 and 2007, respectively.

Allowance for Loan Losses

We have established and maintain on our books an allowance for loan losses that is designed to provide a reserve against estimated losses inherent in our 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 the loan portfolio and other factors, including historical loan loss experience (which is updated at least annually), changes in the composition and volume of the portfolio, collection policies and experience, trends in the volume of non-accrual loans and regional and national economic conditions. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and regional economic conditions and other factors. We review our loan portfolio by separate categories with similar risk and collateral characteristics. Impaired loans are segregated and reviewed separately. All non-accrual loans are classified impaired. Impaired loans secured by collateral are reviewed based on their collateral and the estimated time to recover our investment in the loan, and the estimate of the recovery anticipated. For non-collateralized impaired loans, management estimates any recoveries that are anticipated for each loan. Specific reserves are allocated to impaired loans based on this review. Specific reserves allocated to impaired loans were $9.6 million and $5.6 million at December 31, 2009 and 2008, respectively. In connection with the determination of the allowance, the market value of collateral ordinarily is evaluated by our staff appraiser. On a quarterly basis the property values of impaired mortgage loans are internally reviewed, based on updated cash flows for income producing properties, and at times an updated independent appraisal is obtained. The loan balance of impaired mortgage loans is then compared to the properties updated estimated value and any balance over 90% of the loans updated estimated value is charged-off. Impaired mortgage loans that were written down resulted from quarterly reviews or updated appraisals that indicated the properties’ estimated value had declined from when the loan was originated. Current year charge-offs, charge-off trends, new loan production, current balance by particular loan categories, and delinquent loans by particular loan categories are also taken into account in determining the appropriate amount of allowance. The Board of Directors reviews and approves the adequacy of the allowance for loan losses on a quarterly basis.

In assessing the adequacy of the allowance, we also review our loan portfolio by separate categories which have similar risk and collateral characteristics, e.g., multi-family residential, commercial real estate, one-to-four family mixed-use property, one-to-four family residential, co-operative apartment, construction, SBA, commercial business, taxi medallion and consumer loans. General provisions are established against performing loans in our portfolio in amounts deemed prudent based on our qualitative analysis of the factors, including the historical loss experience, delinquency trends and regional economic conditions. During 2009, we incurred total net charge-offs of $10.2 million. The national and regional economies were generally considered to be in a recession from December 2007 through the middle of 2009. This resulted in increased unemployment and declining property values, although the property value declines in the New York metropolitan area have not been as great as many other areas of the country. While the national and regional economies showed signs of improvement during the second half of 2009, unemployment has remained at elevated levels. This deterioration in the economy resulted in an increase in our non-performing loans during 2008 and 2009, with non-performing loans totaling $85.9 million at December 31, 2009 and $40.0 million at December 31, 2008 compared to non-performing loans totaling $5.9 million at December 31, 2007. Our underwriting standards generally require a loan-to-value ratio of no more than 75% at a time the loan is originated. The average current outstanding principal balance of our non-performing mortgage loans are less than 73% of the estimated current value of the supporting collateral, after considering the charge-offs that have been recorded. We have not been affected by the recent increase in defaults of sub-prime mortgages as we do not originate, or hold in portfolio, sub-prime mortgages. A provision for loan losses of $19.5 million was recorded for the year ended December 31, 2009 compared to $5.6 million recorded in the year ended December 31, 2008. The provision for loan losses recorded in 2009 was primarily due to an increase in both non-performing loans and the level of charge-offs recorded in 2009. This increase in non-performing loans primarily consists of mortgage loans collateralized by residential income producing properties that are located in the New York City metropolitan market. Given New York City’s low vacancy rates, they have retained value and provided us with low loss

content in our non-performing loans during the year. Prior to 2009, the Bank had recorded minimal losses on mortgage loans. Management has concluded, and the Board of Directors has concurred, that at December 31, 2009, the allowance was sufficient to absorb losses inherent in our loan portfolio.

Our determination as to the classification of our assets and the amount of our valuation allowance 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 us 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, recommendations for correcting deficiencies, including any examiner concerns regarding the level of the allowance, should be noted in the report of examination. Additional supervisory action may also be taken based on the magnitude of the observed shortcomings in the allowance process, including the materiality of any error in the reported amount of the allowance.

Management believes that our current allowance for loan losses is adequate in light of current economic conditions, the composition of our loan portfolio, the level and type of delinquent loans, charge-offs recorded and other available information and the Board of Directors concurs in this belief. At December 31, 2009, the total allowance for loan losses was $20.3 million, representing 23.67% of non-performing loans and 21.10% of non-performing assets, compared to 27.59% of non-performing loans and 27.09% of non-performing assets at December 31, 2008. We continue to monitor and, as necessary, modify the level of our allowance for loan losses in order to maintain the allowance at a level which we consider 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 further 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 our lending area and the value of collateral, or a review and evaluation of our 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, our increased emphasis in the past several years on multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans can be expected to increase the overall level of credit risk inherent in our loan portfolio. The greater risk associated with these loans, as well as construction loans and business loans, could require us to increase our 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 we currently maintain. 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, our allowance for loan losses.

	At and for the years ended December 31,
(Dollars in thousands)	2009			2008			2007			2006			2005

Balance at beginning of year	$	11,028		$	6,633		$	7,057		$	6,385		$	6,533

Acquisition of Atlantic Liberty		-			-			-			753			-

Provision for loan losses		19,500			5,600			-			-			-

Loans charged-off:
Multi-family residential		(2,327	)		(496	)		-			-			-
Commercial real estate		(728	)		-			-			-			-
One-to-four family mixed-use property		(1,009	)		-			-			-			-
One-to-four family residential		(284	)		-			-			-			-
Co-operative apartment		-			-			-			-			-
Construction		(1,075	)		-			-			-			-
SBA		(1,106	)		(759	)		(470	)		(57	)		(144	)
Commercial business and other loans		(3,842	)		(36	)		(2	)		(36	)		(20	)
Total loans charged-off		(10,371	)		(1,291	)		(472	)		(93	)		(164	)

Recoveries:
Mortgage loans		1			-			29			2			3
SBA, commercial business and other loans		166			86			19			10			13
Total recoveries		167			86			48			12			16

Net charge-offs		(10,204	)		(1,205	)		(424	)		(81	)		(148	)

Balance at end of year	$	20,324		$	11,028		$	6,633		$	7,057		$	6,385

Ratio of net charge-offs during the year to average loans outstanding during the year		0.33	%		0.04	%		0.02	%		0.00	%		0.01	%
Ratio of allowance for loan losses to gross loans at end of the year		0.63	%		0.37	%		0.25	%		0.30	%		0.34	%
Ratio of allowance for loan losses to non-performing loans at the end of the year		23.67	%		27.59	%		112.57	%		225.72	%		260.39	%
Ratio of allowance for loan losses to non-performing assets at the end of the year		21.10	%		27.09	%		112.57	%		225.72	%		260.39	%

The following table sets forth our allocation of the 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 our loan portfolio.

	At December 31,
	2009					2008					2007					2006					2005
			Percent					Percent					Percent					Percent					Percent
			of Loans in					of Loans in					of Loans in					of Loans in					of Loans in
			Category to					Category to					Category to					Category to					Category to
Loan Category	Amount		Total loans			Amount		Total loans			Amount		Total loans			Amount		Total loans			Amount		Total loans
	(Dollars in thousands)
Mortgage Loans:

Multi-family residential	$	6,581		36.18	%	$	3,233		33.81	%	$	1,644		35.79	%	$	1,122		37.52	%	$	1,216		41.92	%
Commercial real estate		4,395		24.66			1,360		25.46			933		23.23			668		22.38			1,272		21.23
One-to-four family mixed-use property		4,339		23.24			2,904		25.45			1,223		25.49			661		25.33			1,544		25.42
One-to-four family residential		844		7.80			393		8.08			251		6.01			80		6.98			524		7.17
Co-operative apartment		17		0.20			9		0.22			15		0.26			10		0.35			161		0.11
Construction		1,281		3.04			910		3.51			1,172		4.44			851		4.50			64		2.63

Gross mortgage loans		17,457		95.12			8,809		96.53			5,238		95.22			3,392		97.06			4,781		98.48

Non-mortgage loans:

Small Business Administration		965		0.55			464		0.67			373		0.70			1,895		0.75			964		0.49
Taxi Medallion		583		1.92			91		0.44			391		2.53			239		1.61			150		0.72
Commercial business and other		1,319		2.41			1,664		2.36			631		1.55			1,531		0.58			490		0.31

Gross non-mortgage loans		2,867		4.88			2,219		3.47			1,395		4.78			3,665