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FLUSHING FINANCIAL CORP - Quarter Report: 2013 September (Form 10-Q)

f10q_111213.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

Commission file number 001-33013

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)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       X  Yes          No

Indicate by check mark 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).      X   Yes           No

 
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.
 
Large accelerated filer __
Non-accelerated filer   __ 
Accelerated filer     _X__
Smaller reporting company  __

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

The number of shares of the registrant’s Common Stock outstanding as of October 31, 2013 was 30,097,929.

 
 

 
TABLE OF CONTENTS

   
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i

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Financial Condition
(Unaudited)
 
Item 1.
 
(Dollars in thousands, except per share data)
 
September 30,
2013
   
December 31,
2012
 
ASSETS
           
Cash and due from banks
  $ 40,328     $ 40,425  
Securities available for sale:
               
Mortgage-backed securities ($12,004 and $24,911 at fair value pursuant to the fair value option at September 30, 2013 and December 31, 2012, respectively)
    785,210       720,113  
Other securities ($29,491 and $29,577 at fair value pursuant to the fair value option at September 30, 2013 and December 31, 2012 respectively)
    273,344       229,453  
Loans available for sale
    5,485       5,313  
Loans:                
Multi-family residential
    1,684,277       1,534,438  
Commercial real estate
    516,314       515,438  
One-to-four family ― mixed-use property
    595,435       637,353  
One-to-four family ― residential
    196,659       198,968  
Co-operative apartments
    10,165       6,303  
Construction
    4,645       14,381  
Small Business Administration
    8,003       9,496  
Taxi medallion
    5,088       9,922  
Commercial business and other
    364,069       295,076  
Net unamortized premiums and unearned loan fees
    11,483       12,746  
Allowance for loan losses
    (30,816 )     (31,104 )
Net loans
    3,365,322       3,203,017  
Interest and dividends receivable
    17,250       17,917  
Bank premises and equipment, net
    20,731       22,500  
Federal Home Loan Bank of New York stock
    46,003       42,337  
Bank owned life insurance
    108,762       106,244  
Goodwill
    16,127       16,127  
Core deposit intangible
    117       468  
Other assets
    53,586       47,502  
Total assets
  $ 4,732,265     $ 4,451,416  
                 
LIABILITIES
               
Due to depositors:
               
Non-interest bearing
  $ 180,661     $ 155,789  
Interest-bearing:
               
Certificate of deposit accounts
    1,242,317       1,253,229  
Savings accounts
    277,417       288,398  
Money market accounts
    191,247       148,618  
NOW accounts
    1,306,664       1,136,599  
Total interest-bearing deposits
    3,017,645       2,826,844  
Mortgagors' escrow deposits
    41,064       32,560  
Borrowed funds ($26,465 and $23,922 at fair value pursuant to the fair value option at September 30, 2013 and December 31, 2012, respectively)
    852,931       763,105  
Securities sold under agreements to repurchase
    165,300       185,300  
Other liabilities
    47,652       45,453  
Total liabilities
    4,305,253       4,009,051  
                 
STOCKHOLDERS' EQUITY
               
Preferred stock ($0.01 par value; 5,000,000 shares authorized; None issued)
    -       -  
Common stock ($0.01 par value; 100,000,000 shares authorized; 31,530,595 shares issued at September 30, 2013 and December 31, 2012; 30,092,744 shares and 30,743,329 shares outstanding at September 30, 2013 and December 31, 2012, respectively)
    315       315  
Additional paid-in capital
    200,987       198,314  
Treasury stock, at average cost (1,437,851 shares and 787,266 shares at
               
September 30, 2013 and December 31, 2012, respectively)
    (21,796 )     (10,257 )
Retained earnings
    255,687       241,856  
Accumulated other comprehensive income (loss), net of taxes
    (8,181 )     12,137  
Total stockholders' equity
    427,012       442,365  
                 
Total liabilities and stockholders' equity
  $ 4,732,265     $ 4,451,416  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 1 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30 ,
 
(Dollars in thousands, except per share data)
 
2013
   
2012
   
2013
   
2012
 
                         
Interest and dividend income
                       
Interest and fees on loans
  $ 42,540     $ 44,857     $ 128,341     $ 137,540  
Interest and dividends on securities:
                               
Interest
    7,135       8,120       21,263       23,796  
Dividends
    163       191       574       603  
Other interest income
    13       25       54       53  
Total interest and dividend income
    49,851       53,193       150,232       161,992  
                                 
Interest expense
                               
Deposits
    7,776       10,097       24,160       31,232  
Other interest expense
    5,090       5,513       17,645       17,545  
Total interest expense
    12,866       15,610       41,805       48,777  
                                 
Net interest income
    36,985       37,583       108,427       113,215  
Provision for loan losses
    3,435       5,000       12,935       16,000  
Net interest income after provision for loan losses
    33,550       32,583       95,492       97,215  
                                 
Non-interest income
                               
Other-than-temporary impairment ("OTTI") charge
    (1,622 )     -       (2,508 )     (4,102 )
Less: Non-credit portion of OTTI charge recorded in Other Comprehensive Income, before taxes
    706       -       1,089       3,326  
Net OTTI charge recognized in earnings
    (916 )     -       (1,419 )     (776 )
Loan fee income
    (71 )     731       1,354       1,831  
Banking services fee income
    415       411       1,258       1,275  
Net gain on sale of loans
    1       52       144       91  
Net gain from sale of securities
    96       96       2,972       96  
Net gain (loss) from fair value adjustments
    (190 )     825       (621 )     (185 )
Federal Home Loan Bank of New York stock dividends
    399       390       1,214       1,113  
Bank owned life insurance
    853       703       2,519       2,088  
Other income
    358       305       1,071       966  
Total non-interest income
    945       3,513       8,492       6,499  
                                 
Non-interest expense
                               
Salaries and employee benefits
    10,716       10,725       33,910       32,223  
Occupancy and equipment
    1,961       2,019       5,677       5,867  
Professional services
    1,247       1,546       4,380       4,821  
FDIC deposit insurance
    658       1,064       2,435       3,168  
Data processing
    1,042       1,016       3,184       3,043  
Depreciation and amortization
    737       810       2,238       2,429  
Other real estate owned/foreclosure expense
    417       887       1,529       2,194  
Other operating expenses
    2,272       2,676       8,329       8,773  
Total non-interest expense
    19,050       20,743       61,682       62,518  
                                 
Income before income taxes
    15,445       15,353       42,302       41,196  
                                 
Provision for income taxes
                               
Federal
    4,593       4,543       12,717       12,403  
State and local
    1,431       1,445       3,781       3,662  
Total taxes
    6,024       5,988       16,498       16,065  
                                 
Net income
  $ 9,421     $ 9,365     $ 25,804     $ 25,131  
                                 
                                 
Basic earnings per common share
  $ 0.32     $ 0.31     $ 0.86     $ 0.83  
Diluted earnings per common share
  $ 0.32     $ 0.31     $ 0.86     $ 0.82  
Dividends per common share
  $ 0.13     $ 0.13     $ 0.39     $ 0.39  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 2 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Unaudited)
 
   
For the three months ended
September 30,
   
For the nine months ended
September 30,
 
(in thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Comprehensive Income
                       
Net income
  $ 9,421     $ 9,365     $ 25,804     $ 25,131  
Amortization of actuarial losses
    174       149       522       447  
Amortization of prior service credits
    (7 )     (6 )     (19 )     (19 )
OTTI charges included in income
    516       -       799       437  
Reclassification adjustment for gains included in income
    (54 )     (54 )     (1,673 )     (54 )
Unrealized gains (losses) on securities, net
    (1,729 )     5,034       (19,947 )     8,303  
Comprehensive income
  $ 8,321     $ 14,488     $ 5,486     $ 34,245  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 3 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
 
   
For the nine months ended
September 30,
 
(Dollars in thousands)
 
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 25,804     $ 25,131  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
    12,935       16,000  
Depreciation and amortization of bank premises and equipment
    2,238       2,429  
Net gain on sale of loans
    (144 )     (91 )
Net gain on sale of securities
    (2,972 )     (96 )
Amortization of premium, net of accretion of discount
    5,744       4,893  
Net loss from fair value adjustments
    621       185  
OTTI charge recognized in earnings
    1,419       776  
Income from bank owned life insurance
    (2,519 )     (2,088 )
Stock-based compensation expense
    2,916       2,864  
Deferred compensation
    (410 )     (169 )
Amortization of core deposit intangibles
    351       351  
Excess tax benefit from stock-based payment arrangements
    (339 )     (111 )
Deferred income tax provision (benefit)
    148       (592 )
Decrease in prepaid FDIC assessment
    3,287       2,941  
Increase in other liabilities
    8,266       2,057  
(Increase) decrease in other assets
    (782 )     1,964  
Net cash provided by operating activities
    56,563       56,444  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of bank premises and equipment
    (469 )     (906 )
Net purchase of Federal Home Loan Bank of New York shares
    (3,666 )     (4,757 )
Purchases of securities available for sale
    (380,326 )     (264,508 )
Proceeds from sales and call of securities available for sale
    112,886       6,856  
Proceeds from maturities and prepayments of securities available for sale
    123,746       121,215  
Net originations of loans
    (201,627 )     (15,482 )
Purchases of loans
    (452 )     (3,456 )
Proceeds from sale of real estate owned
    3,408       1,261  
Proceeds from sale of delinquent loans
    25,217       33,092  
Net cash used in investing activities
    (321,283 )     (126,685 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in non-interest bearing deposits
    24,872       30,331  
Net increase (decrease) in interest-bearing deposits
    189,972       (73,417 )
Net increase in mortgagors' escrow deposits
    8,504       6,079  
Net (repayments) proceeds from short-term borrowed funds
    (43,000 )     19,000  
Proceeds from long-term borrowings
    199,346       162,518  
Repayment of long-term borrowings
    (89,911 )     (80,000 )
Purchases of treasury stock
    (14,064 )     (2,955 )
Excess tax benefit from stock-based payment arrangements
    339       111  
Proceeds from issuance of common stock upon exercise of stock options
    312       836  
Cash dividends paid
    (11,747 )     (11,885 )
Net cash provided by financing activities
    264,623       50,618  
                 
Net decrease in cash and cash equivalents
    (97 )     (19,623 )
Cash and cash equivalents, beginning of period
    40,425       55,721  
Cash and cash equivalents, end of period
  $ 40,328     $ 36,098  
                 
SUPPLEMENTAL CASH  FLOW DISCLOSURE
               
Interest paid
  $ 40,944     $ 48,365  
Income taxes paid
    11,996       15,520  
Taxes paid if excess tax benefits were not tax deductible
    12,335       15,631  
Non-cash activities:
               
Loans transferred to real estate owned
    4,543       3,541  
Loans provided for the sale of real estate owned
    3,011       1,646  
Loans held for investment transferred to held for sale
    13,008       8,780  
Loans held for sale transferred to held for investment
    2,214       -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 4 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
 
   
For the nine months ended
September 30,
 
(Dollars in thousands, except per share data)
 
2013
   
2012
 
             
Common Stock
           
Balance, beginning of period
  $ 315     $ 315  
No activity
    -       -  
Balance, end of period
  $ 315     $ 315  
Additional Paid-In Capital
               
Balance, beginning of period
  $ 198,314     $ 195,628  
Award of common shares released from Employee Benefit Trust (141,059 and 154,543 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    1,608       1,442  
Shares issued upon vesting of restricted stock unit awards (120,014 and 113,272 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    161       317  
Issuance upon exercise of stock options (235,025 and 154,543 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    849       160  
Stock-based compensation activity, net
    (284 )     670  
Stock-based income tax benefit
    339       111  
Balance, end of period
  $ 200,987     $ 198,328  
Treasury Stock
               
Balance, beginning of period
  $ (10,257 )   $ (7,355 )
Purchases of shares outstanding (836,092 and 181,000 common shares for the nine months ended September 30, 2013, and 2012, respectively)
    (13,152 )     (2,444 )
Shares issued upon vesting of restricted stock unit awards (176,656 and 142,222 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    2,338       1,686  
Issuance upon exercise of stock options (300,195 and 138,025 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    4,262       1,665  
Purchases of shares to fund options exercised (233,933 and 60,571 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (4,075 )     (835 )
Repurchase of shares to satisfy tax obligations (57,411 and 38,723 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (912 )     (511 )
Balance, end of period
  $ (21,796 )   $ (7,794 )
Retained Earnings
               
Balance, beginning of period
  $ 241,856     $ 223,510  
Net income
    25,804       25,131  
Cash dividends declared and paid on common shares ($0.39 per common share for the nine months ended September 30, 2013 and 2012, respectively)
    (11,747 )     (11,885 )
Issuance upon exercise of stock options (65,170 and 10,480 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (126 )     (37 )
Shares issued upon vesting of restricted stock unit awards (56,642 and 28,950 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (100 )     (97 )
Balance, end of period
  $ 255,687     $ 236,622  
Accumulated Other Comprehensive Income (Loss)
               
Balance, beginning of period
  $ 12,137     $ 4,813  
Change in net unrealized gains (losses) on securities available for sale, net of taxes of approximately $15,482 and ($6,401) for the nine months ended September 30, 2013 and 2012, respectively
    (19,947 )     8,303  
Amortization of actuarial losses, net of taxes of approximately ($405) and ($347) for the nine months ended September 30, 2013 and 2012, respectively
    522       447  
Amortization of prior service credits, net of taxes of approximately $15 and $10 for the nine month periods ended September 30, 2013 and 2012, respectively
    (19 )     (19 )
OTTI charges included in income, net of taxes of approximately ($620) and ($339) for the nine months ended September 30, 2013 and 2012, respectively)
    799       437  
Reclassification adjustment for gains included in net income, net of tax of approximately $1,299 and $42 for the nine months ended September 30, 2013 and 2012, respectively
    (1,673 )     (54 )
Balance, end of period
  $ (8,181 )   $ 13,927  
                 
Total Stockholders' Equity
  $ 427,012     $ 441,398  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
1.  
Basis of Presentation
 
Flushing Financial Corporation (the “Holding Company”), a Delaware corporation, is a bank holding company. On February 28, 2013 the Holding Company’s wholly owned subsidiary Flushing Savings Bank, FSB (the “Savings Bank”), merged with and into Flushing Commercial Bank (the “Merger”). Flushing Commercial Bank was the surviving entity of the Merger and its name was changed to Flushing Bank.  References herein to the “Bank” mean the Savings Bank (including its wholly owned subsidiary, Flushing Commercial Bank) prior to the Merger and the surviving entity after the Merger. The Holding Company and its direct and indirect wholly-owned subsidiaries, including the Bank, Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc., are collectively herein referred to as “we,” “us,” “our” and the “Company.”
 
The Merger was the result of the combination of two entities under common control, and in accordance with ASC 805-50-30-5, the Bank measured the recognized assets and liabilities transferred at their carrying amounts (historical cost) for this transaction.
 
The primary business of the Holding Company is the operation of its wholly-owned subsidiary, the Bank. The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of the Company on a consolidated basis.
 
The Holding Company 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. The Trusts are not included in the Company’s consolidated financial statements as the Company would not absorb the losses of the Trusts if losses were to occur.
 
The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for such presented periods of the Company.  Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Quarterly Report. All inter-company balances and transactions have been eliminated in consolidation.  The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year.
 
The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements.  Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
 
2.  
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for loan losses (“ALLL”), the evaluation of goodwill for impairment, the evaluation of the need for a valuation allowance of the Company’s deferred tax assets, the evaluation of other-than-temporary impairment (“OTTI”) on securities and the valuation of certain financial instruments. The current economic environment has increased the degree of uncertainty inherent in these material estimates.  Actual results could differ from these estimates.
 
3.  
Earnings Per Share
 
Earnings per share is computed in accordance with Accounting Standards Codification (“ASC”) Topic 260 “Earnings Per Share,” which provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and as such should be included in the calculation of earnings per share.  Basic earnings per common share is computed by dividing net income available to common shareholders by the total weighted average number of common shares outstanding, which includes unvested participating securities. The Company’s unvested restricted stock unit awards are considered participating securities. Therefore, weighted average common shares outstanding used for computing basic earnings per common share includes common shares outstanding plus unvested restricted stock unit awards. The computation of diluted earnings per share includes the additional dilutive effect of stock options outstanding during the period.  Common stock equivalents that are anti-dilutive are not included in the computation of diluted earnings per common share. The numerator for calculating basic and diluted earnings per common share is net income available to common shareholders.

 
- 6 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Earnings per common share has been computed based on the following:
 
   
For the three months ended
 September 30,
   
For the nine months ended
 September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(In thousands, except per share data)
 
Net income, as reported
  $ 9,421     $ 9,365     $ 25,804     $ 25,131  
Divided by:
                               
Weighted average common shares outstanding
    29,773       30,432       30,143       30,434  
Weighted average common stock equivalents
    32       30       25       30  
Total weighted average common shares outstanding and common stock equivalents
    29,805       30,462       30,168       30,464  
                                 
Basic earnings per common share
  $ 0.32     $ 0.31     $ 0.86     $ 0.83  
Diluted earnings per common share (1)
  $ 0.32     $ 0.31     $ 0.86     $ 0.82  
Dividend payout ratio
    40.6 %     41.9 %     45.3 %     47.0 %
 
(1)  
For the three months ended September 30, 2013, options to purchase 111,050 shares at an average exercise price of $19.56 were not included in the computation of diluted earnings per common share as they are anti-dilutive. For the nine months ended September 30, 2013, options to purchase 320,200 shares at an average exercise price of $18.33 were not included in the computation of diluted earnings per common share as they are anti-dilutive. For the three and nine months ended September 30, 2012, options to purchase 557,140 shares at an average exercise price of $17.62 were not included in the computation of diluted earnings per common share as they are anti-dilutive.
 
4.  
Debt and Equity Securities
 
The Company’s investments in equity securities that have readily determinable fair values and all investments in debt securities are classified in one of the following three categories and accounted for accordingly: (1) trading securities, (2) securities available for sale and (3) securities held-to-maturity.

The Company did not hold any trading securities or securities held-to-maturity during the three and nine months ended September 30, 2013 and 2012. Securities available for sale are recorded at fair value.
 
The following table summarizes the Company’s portfolio of securities available for sale at September 30, 2013:

   
Amortized
Cost
   
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
   
(In thousands)
 
Corporate
  $ 122,883     $ 125,922     $ 3,982     $ 943  
Municipals
    116,105       112,164       213       4,154  
Mutual funds
    21,631       21,631       -       -  
Other
    17,422       13,627       -       3,795  
Total other securities
    278,041       273,344       4,195       8,892  
REMIC and CMO
    524,071       525,819       10,464       8,716  
GNMA
    41,334       43,431       2,458       361  
FNMA
    204,573       201,909       3,089       5,753  
FHLMC
    13,899       14,051       272       120  
Total mortgage-backed securities
    783,877       785,210       16,283       14,950  
Total securities available for sale
  $ 1,061,918     $ 1,058,554     $ 20,478     $ 23,842  

 
- 7 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Mortgage-backed securities shown in the table above include three private issue collateralized mortgage obligations (“CMOs”) that are collateralized by commercial real estate mortgages with amortized cost and market values totaling $14.6 million and $14.7 million, respectively, at September 30, 2013.  The remaining private issue mortgage-backed securities are backed by one-to-four family residential mortgage loans.
 
The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value aggregated by category and length of time the individual securities have been in a continuous unrealized loss position at September 30, 2013:
 
   
Total
   
Less than 12 months
   
12 months or more
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
   
(In thousands)
 
Corporate
  $ 39,057     $ 943     $ 39,057     $ 943     $ -     $ -  
Municipals
    83,204       4,154       83,204       4,154       -       -  
Other
    5,767       3,795       -       -       5,767       3,795  
Total other securities
    128,028       8,892       122,261       5,097       5,767       3,795  
REMIC and CMO
    244,699       8,716       226,568       7,669       18,131       1,047  
GNMA
    9,524       361       9,524       361       -       -  
FNMA
    104,550       5,753       104,550       5,753       -       -  
FHLMC
    7,786       120       7,786       120       -       -  
                                                 
Total mortgage-backed securities
    366,559       14,950       348,428       13,903       18,131       1,047  
Total securities available for sale
  $ 494,587     $ 23,842     $ 470,689     $ 19,000     $ 23,898     $ 4,842  
 
OTTI losses on impaired securities must be fully recognized in earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, the investor must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss has occurred, only the amount of impairment associated with the credit loss is recognized in earnings in the Consolidated Statements of Income. Amounts relating to factors other than credit losses are recorded in accumulated other comprehensive income (loss) (“AOCI”) within Stockholders’ Equity. Additional disclosures regarding the calculation of credit losses as well as factors considered by the investor in reaching a conclusion that an investment is not other-than-temporarily impaired are required.
 
The Company reviewed each investment that had an unrealized loss at September 30, 2013. An unrealized loss exists when the current fair value of an investment is less than its amortized cost basis. Unrealized losses on available for sale securities, that are deemed to be temporary, are recorded in AOCI, net of tax.  Unrealized losses that are considered to be other-than-temporary are split between credit related and noncredit related impairments, with the credit related impairment being recorded as a charge against earnings and the noncredit related impairment being recorded in AOCI, net of tax.
 
The Company evaluates its pooled trust preferred securities, included in the table above in the row labeled “Other”, using an impairment model through an independent third party, which includes evaluating the financial condition of each counterparty. For single issuer trust preferred securities, the Company evaluates the issuer’s financial condition. The Company evaluates its mortgage-backed securities by reviewing the characteristics of the securities and related collateral, including delinquency and foreclosure levels, projected losses at various loss severity levels and credit enhancement and coverage. In addition, private issue CMOs are evaluated using an impairment model through an independent third party. When an OTTI is identified, the portion of the impairment that is credit related is determined by management using the following methods: (1) for pooled trust preferred securities, the credit related impairment is determined by using a discounted cash flow model from an independent third party, with the difference between the present value of the projected cash flows and the amortized cost basis of the security recorded as a credit related loss against earnings; (2) for mortgage-backed securities, credit related impairment is determined for each security by estimating losses based on a set of assumptions of the related collateral, which includes delinquency and foreclosure levels, projected losses at various loss severity levels, credit enhancement and coverage; and (3) for private issue CMOs, through an impairment model from an independent third party and then recording those estimated losses as a credit related loss against earnings.
 
 
- 8 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Corporate:
The unrealized losses in Corporate securities at September 30, 2013 consist of losses on four Corporate securities. The unrealized losses were caused by movements in interest rates. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider these investments to be other-than-temporarily impaired at September 30, 2013.
 
Municipals:
The unrealized losses in Municipal securities at September 30, 2013, consist of losses on 27 municipal securities. The unrealized losses were caused by movements in interest rates. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider these investments to be other-than-temporarily impaired at September 30, 2013.
 
Other Securities:
The unrealized losses in Other Securities at September 30, 2013, consist of losses on one single issuer trust preferred security and two pooled trust preferred securities. The unrealized losses on such securities were caused by market interest volatility, a significant widening of credit spreads across markets for these securities and illiquidity and uncertainty in the financial markets. These securities are currently rated below investment grade. The pooled trust preferred securities do not have collateral that is subordinate to the classes the Company owns. The Company’s management evaluates these securities using an impairment model, through an independent third party, that is applied to debt securities. In estimating OTTI losses, management considers: (1) the length of time and the extent to which the fair value has been less than amortized cost; (2) the current interest rate environment; (3) the financial condition and near-term prospects of the issuer, if applicable; and (4) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. Additionally, management reviews the financial condition of the single issuer trust preferred security and each individual issuer within the pooled trust preferred securities. All of the issuers of the underlying collateral of the pooled trust preferred securities we reviewed are banks.
For each bank, our review included the following performance items:
 
 
§
Ratio of tangible equity to assets
 
§
Tier 1 Risk Weighted Capital
 
§
Net interest margin
 
§
Efficiency ratio for most recent two quarters
 
§
Return on average assets for most recent two quarters
 
§
Texas Ratio (ratio of non-performing assets plus assets past due over 90 days divided by tangible equity plus the reserve for loan losses)
 
§
Credit ratings (where applicable)
 
§
Capital issuances within the past year (where applicable)
 
§
Ability to complete Federal Deposit Insurance Corporation (“FDIC”) assisted acquisitions (where applicable)
 
Based on the review of the above factors, we concluded that:
 
 
§
All of the performing issuers in our pools are well capitalized banks and do not appear likely to be closed by their regulators.
 
 
§
All of the performing issuers in our pools will continue as a going concern and will not default on their securities.
 
 
- 9 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
In order to estimate potential future defaults and deferrals, we segregated the performing underlying issuers by their Texas Ratio. We then reviewed performing issuers with Texas Ratios in excess of 50%. The Texas Ratio is a key indicator of the health of the institution and the likelihood of failure. This ratio compares the problem assets of the institution to the institution’s available capital and reserves to absorb losses that are likely to occur in these assets. There was one issuer in our pooled trust preferred securities which had a Texas Ratio in excess of 50%. We assigned a 25% default rate to this issuer. All other issuers in our pooled trust preferred securities had a Texas Ratio below 50%.  We assigned a zero percent default rate to these issuers. Our analysis also assumed that issuers currently deferring would default with no recovery, and issuers that have defaulted will have no recovery.
 
We had an independent third party prepare a discounted cash flow analysis for each of these pooled trust preferred securities based on the assumptions discussed above. Other significant assumptions were: (1) two issuers totaling $21.5 million will prepay in the second quarter of 2015; (2) senior classes will not call the debt on their portions; and (3) use of the forward London Interbank Offered Rate (“LIBOR”) curve. The cash flows were discounted at the effective rate for each security.
 
One of the pooled trust preferred securities is over 90 days past due and the Company has stopped accruing interest. The remaining pooled trust preferred security as well as the single issuer trust preferred security are both performing according to their terms.  The Company also owns a pooled trust preferred security that is carried under the fair value option, where the unrealized losses are included in the Consolidated Statements of Income – Net gain (loss) from fair value adjustments.  This security is over 90 days past due and the Company has stopped accruing interest.
 
It is not anticipated at this time that the one single issuer trust preferred security and the two pooled trust preferred securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms; except for the pooled trust preferred securities for which the Company has stopped accruing interest as discussed above and, in the opinion of management based on the review performed at September 30, 2013, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider the one single issuer trust preferred security and the two pooled trust preferred securities to be other-than-temporarily impaired at September 30, 2013.
 
At September 30, 2013, the Company held five trust preferred issues which had a current credit rating of at least one rating below investment grade. Two of those issues are carried under the fair value option and therefore, changes in fair value are included in the Consolidated Statement of Income – Net gain (loss) from fair value adjustments.

The following table details the remaining three trust preferred issues that were evaluated to determine if they were other-than-temporarily impaired at September 30, 2013. The class the Company owns in pooled trust preferred securities does not have any excess subordination.

                                 
Deferrals/Defaults (1)
       
Issuer
Type
 
Class
   
Performing
Banks
   
Amortized
Cost
   
Fair
Value
   
Cumulative
Credit Related
OTTI
   
Actual as a
Percentage
of Original
Security
   
Expected
Percentage
of Performing
Collateral
   
Current
Lowest
Rating
 
(Dollars in thousands)  
                                                 
Single issuer
    n/a       1     $ 300     $ 287     $ -    
None
   
None
   
BB-
 
Pooled issuer
    B1       17       5,617       2,880       2,196     23.4%     0.0%     C  
Pooled issuer
    C1       16       3,645       2,600       1,542     21.3%     1.5%     C  
Total
                  $ 9,562     $ 5,767     $ 3,738                    
 
(1)
Represents deferrals/defaults as a percentage of the original security and expected deferrals/defaults as a percentage of performing issuers.
 
 
- 10 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

REMIC and CMO:
The unrealized losses in Real Estate Mortgage Investment Conduit (“REMIC”) and CMO securities at September 30, 2013 consist of 11 issues from the Federal Home Loan Mortgage Corporation (“FHLMC”), 15 issues from the Federal National Mortgage Association (“FNMA”), three issues from the Government National Mortgage Association (“GNMA”) and six private issues.
 
The unrealized losses on the REMIC and CMO securities issued by FHLMC, FNMA, GNMA and one private issue were caused by movements in interest rates. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider these investments to be other-than-temporarily impaired at September 30, 2013.
 
The unrealized losses at September 30, 2013 on the remaining five REMIC and CMO securities issued by private issuers were caused by movements in interest rates, a significant widening of credit spreads across markets for these securities and illiquidity and uncertainty in the financial markets. Each of these securities has some level of credit enhancements and none are collateralized by sub-prime loans.  Currently, one of these securities is performing according to its terms, with four of these securities remitting less than the full principal amount due.  The principal loss for these four securities totaled $0.7 million for the nine months ended September 30, 2013.  These losses were anticipated in the cumulative credit related OTTI charges recorded for these four securities.
 
Credit related impairment for mortgage-backed securities are determined for each security by estimating losses based on the following set of assumptions: (1) delinquency and foreclosure levels; (2) projected losses at various loss severity levels; and (3) credit enhancement and coverage. Based on these reviews, an OTTI charge was recorded during the three and nine months ended September 30, 2013.  During the three months ended September 30, 2013, an OTTI charge was recorded on three private issue CMOs of $1.6 million before tax, of which $0.9 million was charged against earnings in the Consolidated Statements of Income and $0.7 million before tax ($0.4 million after-tax) was recorded in AOCI.  During the nine months ended September 30, 2013, an OTTI charge was recorded on four private issue CMOs of $2.5 million before tax, of which $1.4 million was charged against earnings in the Consolidated Statements of Income and $1.1 million before tax ($0.6 million after-tax) was recorded in AOCI.
 
The portion of the above mentioned OTTI, recorded during the three and nine ended September 30, 2013, that was related to credit losses was calculated using the following significant assumptions:  (1) delinquency and foreclosure levels of 7% - 24%; (2) projected loss severity of 40% - 50%; (3) assumed default rates of 6% - 12% for the first 12 months, 2% - 10% for the next 12 months, 2% - 8% for the next six months, 2% - 6% for the next six months and 2% - 4% for the next 12 months and 2% thereafter; and (4) prepayment speeds of 6% - 10%.
 
It is not anticipated at this time that the one private issue CMO, for which an OTTI charge during the three and nine months ended September 30, 2013 was not recorded, would be settled at a price that is less than the current amortized cost of the Company’s investment.  The security is performing according to its terms and in the opinion of management, will continue to perform according to its terms.  The Company does not have the intent to sell this security and it is more likely than not the Company will not be required to sell the security before recovery of the security’s amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the security.  Therefore, the Company did not consider this investment to be other-than-temporarily impaired at September 30, 2013.
 
At September 30, 2013, the Company held five private issue CMOs which had a current credit rating of at least one rating below investment grade.
 
 
- 11 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table details the five private issue CMOs that were evaluated to determine if they were other-than-temporarily impaired at September 30, 2013:
 
                       
Cumulative
OTTI
           
Current
                                   
Average
 
     
Amortized
   
Fair
   
Outstanding
   
Charges
   
Year of
     
Lowest
   
Collateral Located in:
   
FICO
 
Security
   
Cost
   
Value
   
Principal
   
Recorded
   
Issuance
 
Maturity
 
Rating
   
CA
 
FL
 
VA
 
NY
 
NJ
 
TX
   
CO
   
Score
 
     
(Dollars in thousands)
                                                     
                                                                               
1     $ 8,287     $ 8,179     $ 9,541     $ 3,966     2006  
05/25/36
 
Caa3
      42%           16%                   718  
2       3,206       2,822       3,447       931     2006  
08/19/36
  D       55%                         11%     740  
3       3,956       3,723       4,425       1,341     2006  
08/25/36
  D       36%   15%                           711  
4       2,538       2,173       3,492       1,266     2006  
08/25/36
  D       41%   13%       13%       10%           687  
5       3,678       3,297       3,954       222     2006  
05/25/36
 
CC
      23%      
17%
  13%  
14%
              709  
Total
    $ 21,665     $ 20,194     $ 24,859     $ 7,726                                                        
 
GNMA, FNMA and FHLMC:
The unrealized losses in GNMA, FNMA and FHLMC securities at September 30, 2013 consist of losses on one GNMA security, 14 FNMA securities and one FHLMC security. The unrealized losses were caused by movements in interest rates. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements, and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities.  Therefore, the Company did not consider these investments to be other-than-temporarily impaired at September 30, 2013.

The following table details gross unrealized losses recorded in AOCI and the ending credit loss amount on debt securities, as of September 30, 2013, for which the Company has recorded a credit related OTTI charge in the Consolidated Statements of Income:

(in thousands)
 
Amortized Cost
   
Fair Value
   
Gross Unrealized
Losses Recorded
In AOCI
   
Cumulative
Credit OTTI
Losses
 
                         
Private issued CMO's (1)
  $ 21,665     $ 20,194     $ 1,471     $ 3,185  
Trust preferred securities (1)
    9,262       5,480       3,782       3,738  
                                 
Total
  $ 30,927     $ 25,674     $ 5,253     $ 6,923  
 
(1)  
The Company has recorded OTTI charges in the Consolidated Statements of Income on five private issue CMOs and two pooled trust preferred securities for which a portion of the OTTI is currently recorded in AOCI.
 
 
- 12 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table represents the activity related to the credit loss component recognized in earnings on debt securities held by the Company for which a portion of OTTI was recognized in AOCI for the period indicated:

   
For the three months ended
 September 30,
   
For the nine months ended
 September 30,
 
(in thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Beginning balance
  $ 6,193     $ 6,938     $ 6,178     $ 6,922  
                                 
Recognition of actual losses
    (186 )     (185 )     (674 )     (945 )
OTTI charges due to credit loss recorded in earnings
    916       -       1,419       776  
Securities sold during the period
    -       -       -       -  
Securities where there is an intent to sell or requirement to sell
    -       -       -       -  
                                 
Ending balance
  $ 6,923     $ 6,753     $ 6,923     $ 6,753  
 
The following table details the amortized cost and estimated fair value of the Company’s securities classified as available for sale at September 30, 2013, by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
   
Amortized
Cost
   
Fair Value
 
   
(In thousands)
 
             
Due in one year or less
  $ 22,631     $ 22,631  
Due after one year through five years
    59,412       62,140  
Due after five years through ten years
    64,132       63,450  
Due after ten years
    131,866       125,123  
                 
Total other securities
    278,041       273,344  
Mortgage-backed securities
    783,877       785,210  
                 
Total securities available for sale
  $ 1,061,918     $ 1,058,554  
 
During the three months ended September 30, 2013, the Company sold $5.9 million in corporate securities and recorded gross gains of $0.1 million. During the nine months ended September 30, 2013, the Company sold $68.5 million in mortgage-backed securities and $5.9 million in corporates securities and recorded gross gains of $3.3 million and gross losses of $0.5 million.  During the three and nine months ended September 30, 2012, the Company sold $6.8 million in mortgage-backed securities and recorded gross gains of $119,000 and gross losses of $23,000.  The Company used the specific identification method to calculate gross gains and losses from the sale of securities during the three and nine months ended September 30, 2013 and 2012.
 
 
- 13 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2012:

   
Amortized
Cost
   
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
   
(In thousands)
 
U.S. government agencies
  $ 31,409     $ 31,513     $ 104     $ -  
Corporate
    83,389       87,485       4,096       -  
Municipals
    74,228       75,297       1,152       83  
Mutual funds
    21,843       21,843       -       -  
Other
    17,797       13,315       17       4,499  
Total other securities
    228,666       229,453       5,369       4,582  
REMIC and CMO
    453,468       474,050       23,690       3,108  
GNMA
    43,211       46,932       3,721       -  
FNMA
    168,040       175,929       7,971       82  
FHLMC
    22,562       23,202       640       -  
Total mortgage-backed securities
    687,281       720,113       36,022       3,190  
Total securities available for sale
  $ 915,947     $ 949,566     $ 41,391     $ 7,772  
 
Mortgage-backed securities shown in the table above include two private issue CMOs that are collateralized by commercial real estate mortgages with amortized cost and market values of $15.2 million and $15.7 million, respectively, at December 31, 2012.  The remaining private issue mortgage-backed securities are backed by one-to-four family residential mortgage loans.

The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2012.
 
   
Total
   
Less than 12 months
   
12 months or more
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
   
(In thousands)
 
Municipals
  $ 9,782     $ 83     $ 9,782     $ 83     $ -     $ -  
Other
    5,064       4,499       -       -       5,064       4,499  
Total other securities
    14,846       4,582       9,782       83       5,064       4,499  
                                                 
REMIC and CMO
    64,126       3,108       40,651       155       23,475       2,953  
FNMA
    10,331       82       10,331       82       -       -  
Total mortgage-backed  securities
    74,457       3,190       50,982       237       23,475       2,953  
Total securities available for sale
  $ 89,303     $ 7,772     $ 60,764     $ 320     $ 28,539     $ 7,452  
 
5.           Loans
 
Loans are reported at their outstanding principal balance, net of any unearned income, charge-offs, deferred loan fees and costs on originated loans and unamortized premiums or discounts on purchased loans. Interest on loans is recognized on the accrual basis. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Subsequent cash payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Subsequent cash payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is unlikely to occur. Net loan origination costs and premiums or discounts on loans purchased are amortized into interest income over the contractual life of the loans using the level-yield method. Prepayment penalties received on loans which pay in full prior to their scheduled maturity are included in interest income in the period they are collected.
 
 
- 14 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The Company maintains an allowance for loan losses at an amount, which in management’s judgment, is adequate to absorb probable estimated losses inherent in the loan portfolio. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of loans. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more information becomes available. In assessing the adequacy of the Company's allowance for loan losses, management considers various factors such as, the current fair value of collateral for collateral dependent loans, the Company's historical loss experience, recent trends in losses, collection policies and collection experience, trends in the volume of non-performing and classified loans, changes in the composition and volume of the gross loan portfolio and local and national economic conditions. The Company’s Board of Directors (the “Board of Directors”) reviews and approves management’s evaluation of the adequacy of the allowance for loan losses on a quarterly basis.
 
The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. Increases and decreases in the allowance for loan losses other than charge-offs and recoveries are included in the provision for loan losses. When a loan or a portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance.
 
The Company recognizes a loan as non-performing when the borrower has indicated the inability to bring the loan current, or due to other circumstances which, in the Company’s opinion, indicate the borrower will be unable to bring the loan current within a reasonable time. All loans classified as non-performing, which includes all loans past due 90 days or more, are classified as non-accrual unless there is, in the Company’s opinion, compelling evidence the borrower will bring the loan current in the immediate future. The Company’s management considers all non-accrual loans impaired. Appraisals and/or updated internal evaluations are obtained as soon as practical and before the loan become 90 days delinquent.
 
A loan is considered impaired when, based upon the most current information, the Company believes it is probable that it will be unable to collect all amounts due, both principal and interest, according to the contractual terms of the loan. Impaired loans are measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. The Company considers fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. Interest income on impaired loans is recorded on a cash basis. The loan balances of collateral dependent impaired loans are compared to the loan’s updated fair value. The balance which exceeds fair value is generally charged-off.
 
The Company reviews each impaired loan to determine if a charge-off is to be recorded or if a valuation allowance is to be allocated to the loan. The Company does not allocate a valuation allowance to loans for which we have concluded the current value of the underlying collateral will allow for recovery of the loan balance either through the sale of the loan or by foreclosure and sale of the property.
 
The Company evaluates the underlying collateral through a third party appraisal, or when a third party appraisal is not available, the Company will use an internal evaluation. The internal evaluations are performed using an income approach or a sales approach. The income approach is used for income producing properties and uses current revenues less operating expenses to determine the net cash flow of the property. Once the net cash flow is determined, the value of the property is calculated using an appropriate capitalization rate for the property. The sales approach uses comparable sales prices in the market.  When an internal evaluation is used, we place greater reliance on the income approach to value the collateral.
 
In preparing internal evaluations of property values, the Company seeks to obtain current data on the subject property from various sources, including: (1) the borrower; (2) copies of existing leases; (3) local real estate brokers and appraisers; (4) public records (such as for real estate taxes and water and sewer charges); (5) comparable sales and rental data in the market; (6) an inspection of the property; and (7) interviews with tenants. These internal evaluations primarily focus on the income approach and comparable sales data to value the property.
 
As of September 30, 2013, the Company utilized recent third party appraisals of the collateral to measure impairment for $75.0 million, or 82.8%, of collateral dependent impaired loans and used internal evaluations of the property’s value for $15.1 million, or 17.2%, of collateral dependent impaired loans.
 
The Company may restructure a loan to enable a borrower to continue making payments when it is deemed to be in the Company’s best long-term interest. 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. We classify these loans as Troubled Debt Restructured (“TDR”) when the Bank grants a concession to a borrower who is experiencing financial difficulties.
 
 
- 15 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
These restructurings have not included a reduction of principal balance. The Company believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. All loans classified as TDR are considered impaired, however TDR loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status and are not included as part of non-performing loans. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status and reported as non-performing loans until they have made timely payments for six consecutive months. Loans that are restructured as TDR but are not performing in accordance with the restructured terms are placed on non-accrual status and reported as non-performing loans.
 
The allocation of a portion of the allowance for loan losses for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR which is collateral dependent, the fair value of the collateral. At September 30, 2013, there were no commitments to lend additional funds to borrowers whose loans were modified as TDRs. The modification of loans to a TDR did not have a significant effect on our operating results, nor did it require a significant allocation of the allowance for loan losses.
 
There were no loans modified and classified as TDR during the three months ended September 30, 2013.
 
The following table shows loans modified and classified as TDR during the period incicated:
 
   
For the thee months
ended September 30, 2012
(Dollars in thousands)
 
Number
   
Balance
 
Modification description
               
One-to-four family - residential
    1     $ 400  
 Received a below market interest rate
Commercial business and other
    2       1,900  
 Received a below market interest rate and the loan amortization was extended
Total
    3     $ 2,300    
 
The following table shows loans modified and classified as TDR during the periods indicated:
 
   
For the nine months
ended September 30, 2013
(Dollars in thousands)
 
Number
   
Balance
 
Modification description
               
               
Multi-family residential
    1     $ 413  
 Received a below market interest rate and the loan amortization was extended
Commercial real estate
    2       761  
 Received a below market interest rate and the loan amortization was extended
One-to-four family - mixed-use property
    1       390  
 Received a below market interest rate and the loan amortization was extended
One-to-four family - residential
    -       -    
Commercial business and other
    1       615  
 Received a below market interest rate and the loan amortization was extended
    Total
    5     $ 2,179    
 
   
For the nine months
ended September 30, 2012
(Dollars in thousands)
 
Number
   
Balance
 
Modification description
               
               
Multi-family residential
    -     $ -    
Commercial real estate
    3       5,300  
Received a below market interest rate and the loan amortization was extended
One-to-four family - mixed-use property
    3       1,200  
Received a below market interest rate
One-to-four family - residential
    1       400  
Received a below market interest rate
Commercial business and other
    2       1,900  
Received a below market interest rate and the loan amortization was extended
Total
    9     $ 8,800    
 
The recorded investment of each of the loans modified and classified to a TDR, presented in the table above, was unchanged as there was no principal forgiven in any of these modifications.
 
 
- 16 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows our recorded investment for loans classified as TDR that are performing according to their restructured terms at the periods indicated:
 
   
September 30, 2013
   
December 31, 2012
 
(Dollars in thousands)
 
Number
of contracts
   
Recorded
investment
   
Number
of contracts
   
Recorded
investment
 
                         
Multi-family residential
    9     $ 2,812       8     $ 2,347  
Commercial real estate
    6       8,652       5       8,499  
One-to-four family - mixed-use property
    8       2,704       7       2,336  
One-to-four family - residential
    1       367       1       374  
Construction
    1       1,916       1       3,805  
Commercial business and other
    3       3,082       2       2,540  
                                 
Total performing troubled debt restructured
    28     $ 19,533       24     $ 19,901  
 
The following table shows our recorded investment for loans classified as TDR that are not performing according to their restructured terms at the periods indicated:
 
   
September 30, 2013
   
December 31, 2012
 
(Dollars in thousands)
 
Number
 of contracts
   
Recorded
investment
   
Number
 of contracts
   
Recorded
investment
 
                         
Multi-family residential
    -     $ -       2     $ 323  
Commercial real estate
    2       2,705       2       3,075  
One-to-four family - mixed-use property
    -       -       2       816  
Construction
    1       5,000       1       7,368  
                                 
Total troubled debt restructurings that subsequently defaulted
    3     $ 7,705       7     $ 11,582  
 
During the nine months ended September 30, 2013, there were no loans classified as performing TDR transferred to non-performing TDR.
 
 
- 17 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows our non-performing loans at the periods indicated:
 
(Dollars in thousands)
 
September 30,
2013
   
December 31,
2012
 
             
Loans ninety days or more past due and still accruing:
           
Multi-family residential
  $ 479     $ -  
Commercial real estate
    298       -  
One-to-four family - residential
    15       -  
Commercial Business and other
    502       644  
Total
    1,294       644  
                 
Non-accrual mortgage loans:
               
Multi-family residential
    17,999       13,095  
Commercial real estate
    10,653       15,640  
One-to-four family - mixed-use property
    9,854       16,553  
One-to-four family - residential
    13,229       13,726  
Co-operative apartments
    160       234  
Construction
    367       7,695  
Total
    52,262       66,943  
                 
Non-accrual non-mortgage loans:
               
Small Business Administration
    -       283  
Commercial Business and other
    2,564       16,860  
Total
    2,564       17,143  
                 
Total non-accrual loans
    54,826       84,086  
                 
Total non-accrual loans and loans ninety days or more past due and still accruing
  $ 56,120     $ 84,730  
 
The table above does not include $5.0 million and $5.3 million of Substandard loans held for sale at September 30, 2013 and December 31, 2012, respectively.
 
The following is a summary of interest foregone on non-accrual loans and loans classified as TDR for the periods indicated:
 
   
For the three months ended
 September 30,
   
For the nine months ended
 September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(In thousands)
             
Interest income that would have been recognized had the loans performed in accordance with their original terms
  $ 1,507     $ 2,177     $ 4,520     $ 6,650  
Less:  Interest income included in the results of operations
    225       251       959       1,136  
Total foregone interest
  $ 1,282     $ 1,926     $ 3,561     $ 5,514  
 
 
- 18 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows an aged analysis of our recorded investment in loans at September 30, 2013:
 
(in thousands)
 
30 - 59 Days
Past Due
   
60 - 89 Days
Past Due
   
Greater
than
90 Days
   
Total Past
Due
   
Current
   
Total Loans
 
                                     
                                     
Multi-family residential
  $ 15,471     $ 2,864     $ 17,999     $ 36,334     $ 1,647,943     $ 1,684,277  
Commercial real estate
    9,378       5,015       10,653       25,046       491,268       516,314  
One-to-four family - mixed-use property
    19,497       685       9,854       30,036       565,399       595,435  
One-to-four family - residential
    2,276       1,200       13,018       16,494       180,165       196,659  
Co-operative apartments
    -       -       160       160       10,005       10,165  
Construction loans
    -       -       367       367       4,278       4,645  
Small Business Administration
    148       -       -       148       7,855       8,003  
Taxi medallion
    -       -       -       -       5,088       5,088  
Commercial business and other
    -       -       773       773       363,296       364,069  
Total
  $ 46,770     $ 9,764     $ 52,824     $ 109,358     $ 3,275,297     $ 3,384,655  
 
The following table shows an aged analysis of our recorded investment in loans at December 31, 2012:
 
(in thousands)
 
30 - 59 Days
Past Due
   
60 - 89 Days
Past Due
   
Greater
than
90 Days
   
Total Past
Due
   
Current
   
Total Loans
 
   
(in thousands)
 
                                     
Multi-family residential
  $ 24,059     $ 4,828     $ 13,095     $ 41,982     $ 1,492,456     $ 1,534,438  
Commercial real estate
    9,764       3,622       15,639       29,025       486,413       515,438  
One-to-four family - mixed-use property
    21,012       3,368       16,554       40,934       596,419       637,353  
One-to-four family - residential
    3,407       2,010       13,602       19,019       179,949       198,968  
Co-operative apartments
    -       -       234       234       6,069       6,303  
Construction loans
    2,462       -       7,695       10,157       4,224       14,381  
Small Business Administration
    404       -       283       687       8,809       9,496  
Taxi medallion
    -       -       -       -       9,922       9,922  
Commercial business and other
    2       5       15,601       15,608       279,468       295,076  
Total
  $ 61,110     $ 13,833     $ 82,703     $ 157,646     $ 3,063,729     $ 3,221,375  
 
 
- 19 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows the activity in the allowance for loan losses for the three months ended September 30, 2013:
 
(in thousands)
 
Multi-family
residential
   
Commercial
real estate
   
One-to-four
family -
 mixed-use
property
   
One-to-four
family -
residential
   
Co-operative
apartments
   
Construction
loans
   
Small Business
Administration
   
Taxi
medallion
   
Commercial
business and
other
   
Total
 
                                                             
Allowance for credit losses:
                                                           
Beginning balance
  $ 12,958     $ 5,884     $ 6,434     $ 2,099     $ 99     $ 196     $ 497     $ 4     $ 4,184     $ 32,355  
Charge-off's
    (710 )     (171 )     (645 )     (4 )     -       (2,374 )     (89 )     -       (1,193 )     (5,186 )
Recoveries
    90       -       58       11       -       -       17       -       36       212  
Provision
    (561 )     (603 )     76       (152 )     -       2,443       71       (4 )     2,165       3,435  
Ending balance
  $ 11,777     $ 5,110     $ 5,923     $ 1,954     $ 99     $ 265     $ 496     $ -     $ 5,192     $ 30,816  
Ending balance: individually evaluated for impairment
  $ 265     $ 270     $ 649     $ 59     $ -     $ 17     $ -     $ -     $ 166     $ 1,426  
Ending balance: collectively evaluated for impairment
  $ 11,512     $ 4,840     $ 5,274     $ 1,895     $ 99     $ 248     $ 496     $ -     $ 5,026     $ 29,390  
                                                                                 
Financing Receivables:
                                                                               
Ending balance
  $ 1,684,277     $ 516,314     $ 595,435     $ 196,659     $ 10,165     $ 4,645     $ 8,003     $ 5,088     $ 364,069     $ 3,384,655  
Ending balance: individually evaluated for impairment
  $ 26,068     $ 24,738     $ 16,980     $ 15,120     $ 164     $ 2,341     $ -     $ -     $ 5,110     $ 90,521  
Ending balance: collectively evaluated for impairment
  $ 1,658,209     $ 491,576     $ 578,455     $ 181,539     $ 10,001     $ 2,304     $ 8,003     $ 5,088     $ 358,959     $ 3,294,134  
 
The following table shows the activity in the allowance for loan losses for the three months ended September 30, 2012:
 
(in thousands)
 
Multi-family
residential
   
Commercial
real estate
   
One-to-four
 family -
mixed-use
property
   
One-to-four
 family -
residential
   
Co-operative
apartments
   
Construction
loans
   
Small Business
Administration
   
Taxi
medallion
   
Commercial
business and
other
   
Total
 
                                                             
Allowance for credit losses:
                                                           
Beginning balance
  $ 12,065     $ 6,329     $ 5,786     $ 1,821     $ 100     $ 727     $ 656     $ 28     $ 3,387     $ 30,899  
Charge-off's
    (3,090 )     (179 )     (1,072 )     (198 )     (19 )     (59 )     (59 )     -       (965 )     (5,641 )
Recoveries
    9       124       258       -       -       -       36       -       2       429  
Provision
    3,596       (397 )     983       340       (33 )     (602 )     (54 )     (18 )     1,185       5,000  
Ending balance
  $ 12,580     $ 5,877     $ 5,955     $ 1,963     $ 48     $ 66     $ 579     $ 10     $ 3,609     $ 30,687  
Ending balance: individually evaluated for impairment
  $ 62     $ 385     $ 713     $ 95     $ -     $ 50     $ -     $ -     $ 304     $ 1,609  
Ending balance: collectively evaluated for impairment
  $ 12,518     $ 5,492     $ 5,242     $ 1,868     $ 48     $ 16     $ 579     $ 10     $ 3,305     $ 29,078  
                                                                                 
Financing Receivables:
                                                                               
Ending balance
  $ 1,482,765     $ 527,337     $ 653,151     $ 202,291     $ 6,632     $ 16,319     $ 10,764     $ 13,103     $ 260,998     $ 3,173,360  
Ending balance: individually evaluated for impairment
  $ 23,049     $ 25,368     $ 31,208     $ 15,429     $ 237     $ 16,319     $ 1,404     $ -     $ 25,300     $ 138,314  
Ending balance: collectively evaluated for impairment
  $ 1,459,716     $ 501,969     $ 621,943     $ 186,862     $ 6,395     $ -     $ 9,360     $ 13,103     $ 235,698     $ 3,035,046  
 
 
- 20 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows the activity in the allowance for loan losses for the nine months ended September 30, 2013:
 
(in thousands)
 
Multi-family
residential
   
Commercial
real estate
   
One-to-four
family -
mixed-use
property
   
One-to-four
family -
residential
   
Co-operative
apartments
   
Construction
loans
   
Small Business
Administration
   
Taxi
medallion
   
Commercial
business and
other
   
Total
 
                                                             
Allowance for credit losses:
                                                           
Beginning balance
  $ 13,001     $ 5,705     $ 5,960     $ 1,999     $ 46     $ 66     $ 505     $ 7     $ 3,815     $ 31,104  
Charge-off's
    (3,459 )     (905 )     (3,780 )     (695 )     (74 )     (2,678 )     (426 )     -       (2,057 )     (14,074 )
Recoveries
    155       293       169       117       4       -       77       -       36       851  
Provision
    2,080       17       3,574       533       123       2,877       340       (7 )     3,398       12,935  
Ending balance
  $ 11,777     $ 5,110     $ 5,923     $ 1,954     $ 99     $ 265     $ 496     $ -     $ 5,192     $ 30,816  
Ending balance: individually evaluated for impairment
  $ 265     $ 270     $ 649     $ 59     $ -     $ 17     $ -     $ -     $ 166     $ 1,426  
Ending balance: collectively evaluated for impairment
  $ 11,512     $ 4,840     $ 5,274     $ 1,895     $ 99     $ 248     $ 496     $ -     $ 5,026     $ 29,390  
                                                                                 
Financing Receivables:
                                                                               
Ending balance
  $ 1,684,277     $ 516,314     $ 595,435     $ 196,659     $ 10,165     $ 4,645     $ 8,003     $ 5,088     $ 364,069     $ 3,384,655  
Ending balance: individually evaluated for impairment
  $ 26,068     $ 24,738     $ 16,980     $ 15,120     $ 164     $ 2,341     $ -     $ -     $ 5,110     $ 90,521  
Ending balance: collectively evaluated for impairment
  $ 1,658,209     $ 491,576     $ 578,455     $ 181,539     $ 10,001     $ 2,304     $ 8,003     $ 5,088     $ 358,959     $ 3,294,134  
 
The following table shows the activity in the allowance for loan losses for the nine months ended September 30, 2012:
 
(in thousands)
 
Multi-family
 residential
   
Commercial
real estate
   
One-to-four
family -
mixed-use
property
   
One-to-four
family -
residential
   
Co-operative
apartments
   
Construction
loans
   
Small Business
Administration
   
Taxi
medallion
   
Commercial
business and
other
   
Total
 
                                                             
Allowance for credit losses:
                                                           
Beginning balance
  $ 11,267     $ 5,210     $ 5,314     $ 1,649     $ 80     $ 668     $ 987     $ 41     $ 5,128     $ 30,344  
Charge-off's
    (5,252 )     (2,401 )     (3,401 )     (1,096 )     (62 )     (2,500 )     (324 )     -       (1,488 )     (16,524 )
Recoveries
    89       249       337       29       -       -       59       -       104       867  
Provision
    6,476       2,819       3,705       1,381       30       1,898       (143 )     (31 )     (135 )     16,000  
Ending balance
  $ 12,580     $ 5,877     $ 5,955     $ 1,963     $ 48     $ 66     $ 579     $ 10     $ 3,609     $ 30,687  
Ending balance: individually evaluated for impairment
  $ 62     $ 385     $ 713     $ 95     $ -     $ 50     $ -     $ -     $ 304     $ 1,609  
Ending balance: collectively evaluated for impairment
  $ 12,518     $ 5,492     $ 5,242     $ 1,868     $ 48     $ 16     $ 579     $ 10     $ 3,305     $ 29,078  
                                                                                 
Financing Receivables:
                                                                               
Ending balance
  $ 1,482,765     $ 527,337     $ 653,151     $ 202,291     $ 6,632     $ 16,319     $ 10,764     $ 13,103     $ 260,998     $ 3,173,360  
Ending balance: individually evaluated for impairment
  $ 23,049     $ 25,368     $ 31,208     $ 15,429     $ 237     $ 16,319     $ 1,404     $ -     $ 25,300     $ 138,314  
Ending balance: collectively evaluated for impairment
  $ 1,459,716     $ 501,969     $ 621,943     $ 186,862     $ 6,395     $ -     $ 9,360     $ 13,103     $ 235,698     $ 3,035,046  
 
 
- 21 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows our recorded investment, unpaid principal balance and allocated allowance for loan losses, average recorded investment and interest income recognized for loans that were considered impaired at or for the nine month period ended September 30, 2013:
 
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
   
(Dollars in thousands)
 
With no related allowance recorded:
                             
Mortgage loans:
                             
Multi-family residential
  $ 23,043     $ 26,245     $ -     $ 23,219     $ 208  
Commercial real estate
    16,836       17,786       -       20,887       205  
One-to-four family mixed-use property
    13,210       15,685       -       14,305       149  
One-to-four family residential
    14,753       18,840       -       14,697       330  
Co-operative apartments
    164       282       -       232       -  
Construction
    425       651       -       5,351       -  
Non-mortgage loans:
                                       
Small Business Administration
    -       -       -       329       -  
Taxi Medallion
    -       -       -       -       -  
Commercial Business and other
    2,028       4,328       -       6,003       110  
                                         
Total loans with no related allowance recorded
    70,459       83,817       -       85,023       1,002  
                                         
With an allowance recorded:
                                       
Mortgage loans:
                                       
Multi-family residential
    3,025       3,026       265       2,839       109  
Commercial real estate
    7,902       7,968       270       7,506       232  
One-to-four family mixed-use property
    3,770       3,769       649       3,991       165  
One-to-four family residential
    367       367       59       369       11  
Co-operative apartments
    -       -       -       -       -  
Construction
    1,916       1,916       17       2,323       48  
Non-mortgage loans:
                                       
Small Business Administration
    -       -       -       -       -  
Taxi Medallion
    -       -       -       -       -  
Commercial Business and other
    3,082       3,082       166       4,174       111  
                                         
Total loans with an allowance recorded
    20,062       20,128       1,426       21,202       676  
                                         
Total Impaired Loans:
                                       
Total mortgage loans
  $ 85,411     $ 96,535     $ 1,260     $ 95,719     $ 1,457  
                                         
Total non-mortgage loans
  $ 5,110     $ 7,410     $ 166     $ 10,506     $ 221  
 
 
- 22 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows our recorded investment, unpaid principal balance and allocated allowance for loan losses, average recorded investment and interest income recognized for loans that were considered impaired at or for the year ended December 31, 2012:
 
   
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Allowance
   
Average
Recorded
Investment
   
Interest
Income
Recognized
 
   
(Dollars in thousands)
 
With no related allowance recorded:
                             
Mortgage loans:
                             
Multi-family residential
  $ 19,753     $ 22,889     $ -     $ 27,720     $ 429  
Commercial real estate
    34,672       38,594       -       43,976       536  
One-to-four family mixed-use property
    23,054       25,825       -       27,018       485  
One-to-four family residential
    15,328       18,995       -       15,047       186  
Co-operative apartments
    237       299       -       174       2  
Construction
    10,598       15,182       -       14,689       173  
Non-mortgage loans:
                                       
Small Business Administration
    850       1,075       -       1,042       25  
Taxi Medallion
    -       -       -       -       -  
Commercial Business and other
    4,391       5,741       -       5,102       53  
                                         
Total loans with no related allowance recorded
    108,883       128,600       -       134,768       1,889  
                                         
With an allowance recorded:
                                       
Mortgage loans:
                                       
Multi-family residential
    1,922       1,937       183       3,174       124  
Commercial real estate
    7,773       7,839       359       6,530       400  
One-to-four family mixed-use property
    3,314       3,313       571       4,385       205  
One-to-four family residential
    374       374       94       188       19  
Co-operative apartments
    -       -       -       101       -  
Construction
    3,805       3,805       38       4,275       140  
Non-mortgage loans:
                                       
Small Business Administration
    -       -       -       -       -  
Taxi Medallion
    -       -       -       -       -  
Commercial Business and other
    2,539       2,540       249       2,273       116  
                                         
Total loans with an allowance recorded
    19,727       19,808       1,494       20,926       1,004  
                                         
Total Impaired Loans:
                                       
Total mortgage loans
  $ 120,830     $ 139,052     $ 1,245     $ 147,277     $ 2,699  
                                         
Total non-mortgage loans
  $ 7,780     $ 9,356     $ 249     $ 8,417     $ 194  
 
In accordance with our policy and the current regulatory guidelines, we designate loans as “Special Mention,” which is considered “Criticized Loans,” and “Substandard,” “Doubtful,” or “Loss,” which are considered “Classified Loans”.  If a loan does not fall within one of the previous mentioned categories then the loan would be considered “Pass.” We designate a loan as Substandard when a well-defined weakness is identified that jeopardizes the orderly liquidation of the debt. We designate a loan as Doubtful when it displays the inherent weakness of a Substandard loan with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We designate a loan as Loss if it is deemed the debtor is incapable of repayment.  Loans that are designated as Loss are charged to the Allowance for Loan Losses. Loans that are non-accrual are designated as Substandard, Doubtful or Loss. We designate a loan 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.
 
 
- 23 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table sets forth the recorded investment in loans designated as Criticized and Classified at September 30, 2013:
 
(In thousands)
 
Special Mention
   
Substandard (1)
   
Doubtful
   
Loss
   
Total
 
                               
Multi-family residential
  $ 10,847     $ 23,250     $ -     $ -     $ 34,097  
Commercial real estate
    12,885       21,300       -       -       34,185  
One-to-four family - mixed-use property
    9,656       14,931       -       -       24,587  
One-to-four family - residential
    1,714       14,753       -       -       16,467  
Co-operative apartments
    -       164       -       -       164  
Construction loans
    1,916       425       -       -       2,341  
Small Business Administration
    336       -       -       -       336  
Commercial business and other
    2,000       5,939       50       -       7,989  
Total loans
  $ 39,354     $ 80,762     $ 50     $ -     $ 120,166  
 
The following table sets forth the recorded investment in loans designated as Criticized and Classified at December 31, 2012:
 
(In thousands)
 
Special Mention
   
Substandard (1)
   
Doubtful
   
Loss
   
Total
 
                               
Multi-family residential
  $ 16,345     $ 19,327     $ -     $ -     $ 35,672  
Commercial real estate
    11,097       27,877       -       -       38,974  
One-to-four family - mixed-use property
    13,104       24,635       -       -       37,739  
One-to-four family - residential
    5,223       15,328       -       -       20,551  
Co-operative apartments
    103       237       -       -       340  
Construction loans
    3,805       10,598       -       -       14,403  
Small Business Administration
    323       212       244       -       779  
Commercial business and other
    3,044       18,419       1,080       -       22,543  
Total loans
  $ 53,044     $ 116,633     $ 1,324     $ -     $ 171,001  
 
(1)
The tables above do not include $5.0 million and $5.3 million of Substandard loans held for sale at September 30, 2013 and December 31, 2012, respectively.
 
The following table shows the changes in the allowance for loan losses for the periods indicated:
 
   
For the three months
ended September 30
   
For the nine months
ended September 30
 
(In thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Balance, beginning of period
  $ 32,355     $ 30,899     $ 31,104     $ 30,344  
Provision for loan losses
    3,435       5,000       12,935       16,000  
Charge-off's
    (5,186 )     (5,641 )     (14,074 )     (16,524 )
Recoveries
    212       429       851       867  
                                 
Balance, end of period
  $ 30,816     $ 30,687     $ 30,816     $ 30,687  
 
 
- 24 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows net loan charge-offs (recoveries) for the periods indicated:
 
   
Three Months Ended
   
Nine Months Ended
 
(In thousands)
 
September 30,
2013
   
September 30,
2012
   
September 30,
2013
   
September 30,
2012
 
Multi-family residential
  $ 620     $ 3,081     $ 3,304     $ 5,163  
Commercial real estate
    171       55       612       2,152  
One-to-four family – mixed-use property
    587       814       3,611       3,064  
One-to-four family – residential
    (7 )     198       578       1,067  
Co-operative apartments
    -       19       70       62  
Construction
    2,374       59       2,678       2,500  
Small Business Administration
    72       23       349       265  
Commercial business and other
    1,157       963       2,021       1,384  
Total net loan charge-offs
  $ 4,974     $ 5,212     $ 13,223     $ 15,657  
 
Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) amounted to $66.8 million and $152.1 million, respectively, at September 30, 2013.
 
6.         Loans held for sale
 
The following table shows our loans held for sale at the lower of cost or estimated fair value for the periods indicated:
 
   
September 30, 2013
   
December 31, 2012
 
(Dollars in thousands)
 
Number
 of loans
   
Carrying
Value
   
Number
 of loans
   
Carrying
Value
 
                         
Multi-family residential
    1     $ 485       4     $ 3,442  
One-to-four family - mixed-use property
    -       -       4       1,871  
Construction
    1       5,000       -       -  
                                 
                                 
Total
    2     $ 5,485       8     $ 5,313  
 
The Company has implemented a strategy of selling certain delinquent and non-performing loans. Once the Company has decided to sell a loan, the sale usually closes in a short period of time, generally within the same quarter.  Loans designated held for sale are reclassified from loans held for investment to loans held for sale. Terms of sale include cash due upon the closing of the sale, no contingencies or recourse to the Company and servicing is released to the buyer.
 
 
- 25 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows delinquent and non-performing loans sold during the period indicated:
 
   
For the three months ended
September 30, 2013
 
(Dollars in thousands)
 
Loans sold
   
Proceeds
   
Net (charge-offs)
recoveries
   
Net gain (loss)
 
                         
Multi-family residential
    2     $ 2,079     $ 65     $ -  
Commercial real estate
    1       760       -       6  
One-to-four family - mixed-use property
    4       1,487       (243 )     (5 )
                                 
Total
    7     $ 4,326     $ (178 )   $ 1  
 
The following table shows delinquent and non-performing loans sold during the period indicated:
 
   
For the three months ended
September 30, 2012
 
(Dollars in thousands)
 
Loans sold
   
Proceeds
   
Net charge-offs
   
Net gain (loss)
 
                         
Multi-family residential
    14     $ 11,031     $ (2,295 )   $ (8 )
Commercial real estate
    2       750       (65 )     -  
One-to-four family - mixed-use property
    12       3,642       (939 )     -  
                                 
Total
    28     $ 15,423     $ (3,299 )   $ (8 )
 
The table above does not include $0.7 million of performing Small Business Administration loans that were sold for a net gain of $60,000 during the three months ended September 30, 2012.
 
The following table shows delinquent and non-performing loans sold during the period indicated:
 
   
For the nine months ended
September 30, 2013
 
(Dollars in thousands)
 
Loans sold
   
Proceeds
   
Net charge-offs
   
Net gain (loss)
 
                         
Multi-family residential
    17     $ 9,138     $ (1,036 )   $ 6  
Commercial real estate
    8       4,223       (564 )     6  
One-to-four family - mixed-use property
    34       9,449       (2,773 )     (52 )
Commercial business and other
    2       66       (185 )     -  
                                 
Total
    61     $ 22,876     $ (4,558 )   $ (40 )
 
The above table does not include the sale of one performing commercial real estate loan for $2.4 million, resulting in a net gain of $184,000 during the nine months ended September 30, 2013.
 
 
- 26 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows delinquent and non-performing loans sold during the period indicated:
 
   
For the nine months ended
September 30, 2012
 
(Dollars in thousands)
 
Loans sold
   
Proceeds
   
Net charge-offs
   
Net gain (loss)
 
                         
Multi-family residential
    26     $ 18,102     $ (2,683 )   $ 23  
Commercial real estate
    8       4,619       (432 )     -  
One-to-four family - mixed-use property
    21       7,085       (1,736 )     -  
Construction
    3       2,540       (57 )     -  
Commercial business and other
    2       714       (136 )     8  
                                 
Total
    60     $ 33,060     $ (5,044 )   $ 31  
 
The table above does not include $0.7 million of performing Small Business Administration loans that were sold for a net gain of $60,000 during the nine months ended September 30, 2012.
 
7.           Other Real Estate Owned
 
The following represents Other Real Estate Owned (“OREO”) activity during the periods indicated:
 
   
For the three months ended
September 30,
   
For the nine months ended
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(In thousands)
 
                         
Balance at beginning of period
  $ 2,591     $ 2,094     $ 5,278     $ 3,179  
Acquisitions
    1,785       1,910       4,543       3,541  
Write-down of carrying value
    (63 )     (82 )     (243 )     (285 )
Sales
    (810 )     (262 )     (6,075 )     (2,775 )
                                 
Balance at end of period
  $ 3,503     $ 3,660     $ 3,503     $ 3,660  

The following table shows the gross gains, gross losses and write-downs of OREO reported in the Consolidated Statements of Income during the periods indicated:

   
For the three months ended
September 30,
   
For the nine months ended
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(In thousands)
 
Gross gains
  $ 192     $ 12     $ 433     $ 57  
Gross losses
    -       -       (89 )     (189 )
Write-down of carrying value
    (63 )     (82 )     (243 )     (285 )
Total
  $ 129     $ (70 )   $ 101     $ (417 )
 
 
- 27 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
8.           Stock-Based Compensation

For the three months ended September 30, 2013 and 2012, the Company’s net income, as reported, included $0.4 million and $0.6 million, respectively, of stock-based compensation costs and $0.2 million and $0.3 million, respectively, of income tax benefits related to the stock-based compensation plans.  For the nine months ended September 30, 2013 and 2012, the Company’s net income, as reported, included $2.9 million of stock-based compensation costs and $1.1 million of income tax benefits related to the stock-based compensation plans.
 
The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected volatility of the Company’s stock price, the risk-free interest rate over the options’ expected term and the annual dividend yield. The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards. Compensation cost is recognized over the vesting period of the award using the straight line method. During the three months ended September 30, 2013, the Company granted 2,400 restricted stock units. There were no restricted stock units granted during the three months ended September 30, 2012. During the nine months ended September 30, 2013 and 2012, the Company granted 246,045 and 230,675 restricted stock units, respectively. There were no stock options granted during the three and nine months ended September 30, 2013 and 2012.

The 2005 Omnibus Incentive Plan (“Omnibus Plan”) became effective on May 17, 2005 after approval by the stockholders. The Omnibus Plan authorizes the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) to grant a variety of equity compensation awards as well as long-term and annual cash incentive awards, all of which can be structured so as to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). On May 17, 2011, stockholders of the Company approved an amendment to the Omnibus Plan authorizing an additional 625,000 shares for use for full value awards. As of September 30, 2013, there were 361,330 shares available for full value awards and 56,860 shares available for non-full value awards. To satisfy stock option exercises or fund restricted stock and restricted stock unit awards, shares are issued from treasury stock, if available, otherwise new shares are issued.  The Company will maintain separate pools of available shares for full value as opposed to non-full value awards, except that shares can be moved from the non-full value pool to the full value pool on a 3-for-1 basis. The exercise price per share of a stock option grant may not be less than the fair market value of the common stock of the Company, as defined in the Omnibus Plan, on the date of grant and may not be re-priced without the approval of the Company’s stockholders. Options, stock appreciation rights, restricted stock, restricted stock units and other stock based awards granted under the Omnibus Plan are generally subject to a minimum vesting period of three years with stock options having a 10-year contractual term. Other awards do not have a contractual term of expiration. Restricted stock unit awards include participants who have reached or are close to reaching retirement eligibility, at which time such awards fully vest. These amounts are included in stock-based compensation expense.
 
Full Value Awards: The first pool is available for full value awards, such as restricted stock unit awards. The pool will be decreased by the number of shares granted as full value awards. The pool will be increased from time to time by: (1) the number of shares that are returned to or retained by the Company as a result of the cancellation, expiration, forfeiture or other termination of a full value award (under the Omnibus Plan); (2) the settlement of such an award in cash; (3) the delivery to the award holder of fewer shares than the number underlying the award, including shares which are withheld from full value awards; or (4) the surrender of shares by an award holder in payment of the exercise price or taxes with respect to a full value award. The Omnibus Plan will allow the Company to transfer shares from the non-full value pool to the full value pool on a 3-for-1 basis, but does not allow the transfer of shares from the full value pool to the non-full value pool.
 
 
- 28 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table summarizes the Company’s full value awards at or for the nine months ended September 30, 2013:

Full Value Awards
 
Shares
   
Weighted-Average
Grant-Date
Fair Value
 
             
Non-vested at December 31, 2012
    318,051     $ 13.35  
Granted
    246,045       15.30  
Vested
    (185,530 )     14.46  
Forfeited
    (17,695 )     14.25  
Non-vested at September 30, 2013
    360,871     $ 14.06  
                 
Vested but unissued at September 30, 2013
    217,435     $ 14.15  
 
As of September 30, 2013, there was $4.0 million of total unrecognized compensation cost related to non-vested full value awards granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of 3.2 years.  The total fair value of awards vested for the three months ended September 30, 2013 and 2012 were $4,000 and $2,000, respectively. The total fair value of awards vested for the nine months ended September 30, 2013 and 2012 were $2.8 million and $2.7 million, respectively. The vested but unissued full value awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of the Omnibus Plan, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting dates.
 
Non-Full Value Awards: The second pool is available for non-full value awards, such as stock options. The pool will be increased from time to time by the number of shares that are returned to or retained by the Company as a result of the cancellation, expiration, forfeiture or other termination of a non-full value award (under the Omnibus Plan or the 1996 Stock Option Incentive Plan).  The second pool will not be replenished by shares withheld or surrendered in payment of the exercise price or taxes, retained by the Company as a result of the delivery to the award holder of fewer shares than the number underlying the award or the settlement of the award in cash.
 
The following table summarizes certain information regarding the non-full value awards, all of which have been granted as stock options, at or for the nine months ended September 30, 2013:
 
  Non-Full Value Awards  
Shares
   
Weighted-
Average
Exercise
Price
   
Weighted-Average
Remaining
Contractual
Term
   
Aggregate
Intrinsic
Value
($000) *
 
                         
Outstanding at December 31, 2012
    770,355     $ 15.92              
Granted
    -       -              
Exercised
    (300,195 )     14.62              
Forfeited
    (420 )     16.25              
Outstanding at September 30, 2013
    469,740     $ 16.76       2.7     $ 918  
Exercisable shares at September 30, 2013
    447,440     $ 17.17       2.6     $ 695  
Vested but unexercisable shares at September 30, 2013
    8,100     $ 8.44       5.3     $ 81  
 
* The intrinsic value of a stock option is the difference between the market value of the underlying stock and the exercise price of the option.
 
As of September 30, 2013, there was $6,000 of total unrecognized compensation cost related to unvested non-full value awards granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of 0.3 years.  The vested but unexercisable non-full value awards were made to employees who are eligible for retirement. According to the terms of the Omnibus Plan, these employees have no risk of forfeiture.  These awards will be exercisable at the original contractual vesting dates.
 
 
- 29 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Cash proceeds, fair value received, tax benefits, intrinsic value related to stock options exercised and the weighted average grant date fair value for options granted during the nine months ended September 30, 2013 are provided in the following table:
 
   
For the three months ended
September 30,
   
For the nine months ended
September 30,
 
(In thousands)
 
2013
   
2012
   
2013
   
2012
 
Proceeds from stock options exercised
  $ 77     $ 21     $ 312     $ 836  
Fair value of shares received upon exercised of stock options
    2,323       287       4,074       835  
Tax (expense) benefit related to stock options exercised
    (71 )     3       97       30  
Intrinsic value of stock options exercised
    436       56       813       186  
 
Phantom Stock Plan: The Company maintains a non-qualified phantom stock plan as a supplement to its profit sharing plan for officers who have achieved the level of Senior Vice President and above and completed one year of service.  However, officers who had achieved at least the level of Vice President and completed one year of service prior to January 1, 2009 remain eligible to participate in the phantom stock plan.  Awards are made under this plan on certain compensation not eligible for awards made under the profit sharing plan, due to the terms of the profit sharing plan and the Internal Revenue Code. Employees receive awards under this plan proportionate to the amount they would have received under the profit sharing plan, but for limits imposed by the profit sharing plan and the Internal Revenue Code. The awards are made as cash awards, and then converted to common stock equivalents (phantom shares) at the then current market value of the Company’s common stock. Dividends are credited to each employee’s account in the form of additional phantom shares each time the Company pays a dividend on its common stock. In the event of a change of control (as defined in this plan), an employee’s interest is converted to a fixed dollar amount and deemed to be invested in the same manner as his or her interest in the Bank’s non-qualified deferred compensation plan. Employees vest under this plan 20% per year for 5 years. Employees also become 100% vested upon a change of control. Employees receive their vested interest in this plan in the form of a cash lump sum payment or installments, as elected by the employee, after termination of employment. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.
 
The following table summarizes the Phantom Stock Plan at or for the nine months ended September 30, 2013:

Phantom Stock Plan
 
Shares
   
Fair Value
 
             
Outstanding at December 31, 2012
    50,067     $ 15.34  
Granted
    9,467       15.74  
Forfeited
    -       -  
Distributions
    (500 )     16.26  
Outstanding at September 30, 2013
    59,034     $ 18.45  
Vested at September 30, 2013
    58,742     $ 18.45  
 
The Company recorded stock-based compensation expense for the Phantom Stock Plan of $0.1 million for the three months ended September 30, 2013 and 2012. There were no distributions made from the Phantom Stock Plan during the three months ended September 30, 2013. The total fair value of the distributions from the Phantom Stock Plan was $1,000 for the three months ended September 30, 2012.
 
For the nine months ended September 30, 2013 and 2012, the Company recorded stock-based compensation expense for the Phantom Stock Plan of $0.2 million. The total fair value of the distributions from the Phantom Stock Plan during the nine months ended September 30, 2013 and 2012 were $8,000 and $6,000, respectively.
 
 
- 30 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
9.           Pension and Other Postretirement Benefit Plans

The following table sets forth information regarding the components of net expense for the pension and other postretirement benefit plans.

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
(In thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Employee Pension Plan:
                       
Interest cost
  $ 207     $ 220     $ 621     $ 660  
Amortization of unrecognized loss
    306       263       918       789  
Expected return on plan assets
    (315 )     (310 )     (945 )     (930 )
Net employee pension expense
  $ 198     $ 173     $ 594     $ 519  
                                 
Outside Director Pension Plan:
                               
Service cost
  $ 21     $ 20     $ 63     $ 60  
Interest cost
    24       28       72       84  
Amortization of unrecognized gain
    (9 )     (7 )     (27 )     (21 )
Amortization of past service liability
    9       9       27       27  
Net outside director pension expense
  $ 45     $ 50     $ 135     $ 150  
                                 
Other Postretirement Benefit Plans:
                               
Service cost
  $ 112     $ 100     $ 336     $ 300  
Interest cost
    55       54       165       162  
Amortization of unrecognized loss
    12       10       36       30  
Amortization of past service credit
    (20 )     (21 )     (60 )     (63 )
Net other postretirement expense
  $ 159     $ 143     $ 477     $ 429  
 
The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2012 that it expects to contribute $0.8 million to the Company’s Employee Pension Plan (the “Employee Pension Plan”) and $0.2 million to each of the Outside Director Pension Plan (the “Outside Director Pension Plan”) and the other postretirement benefit plans (the “Other Postretirement Benefit Plans”) during the year ending December 31, 2013. As of September 30, 2013, the Company has contributed $0.7 million to the Employee Pension Plan, $73,000 to the Outside Director Pension Plan and $50,000 to the Other Postretirement Benefit Plans. As of September 30, 2013, the Company has not revised its expected contributions for the year ending December 31, 2013.

10.           Fair Value of Financial Instruments

The Company carries certain financial assets and financial liabilities at fair value in accordance with ASC Topic 825, “Financial Instruments” (“ASC Topic 825”) and values those financial assets and financial liabilities in accordance with ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”).  ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  ASC Topic 825 permits entities to choose to measure many financial instruments and certain other items at fair value. At September 30, 2013, the Company carried financial assets and financial liabilities under the fair value option with fair values of $41.5 million and $26.5 million, respectively. At December 31, 2012, the Company carried financial assets and financial liabilities under the fair value option with fair values of $54.5 million and $23.9 million, respectively. During the nine months ended September 30, 2013, the Company did not elect to carry any additional financial assets or financial liabilities under the fair value option. The Company elected to measure at fair value securities with a cost of $10.0 million that were purchased during the nine months ended September 30, 2012.
 
 
- 31 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table presents the financial assets and financial liabilities reported at fair value under the fair value option, and the changes in fair value included in the Consolidated Statement of Income – Net gain (loss) from fair value adjustments, at or for the periods indicated:
 
   
Fair Value
Measurements
   
Fair Value
Measurements
   
Changes in Fair Values For Items Measured at Fair Value
Pursuant to Election of the Fair Value Option
 
   
at September 30,
   
at December 31,
   
Three Months Ended
   
Nine Months Ended
 
(In thousands)
 
2013
   
2012
   
September 30, 2013
   
September 30, 2012
   
September 30, 2013
   
September 30, 2012
 
                                     
Mortgage-backed securities
  $ 12,004     $ 24,911     $ (95 )   $ (14 )   $ (626 )   $ (175 )
Other securities
    29,491       29,577       (381 )     325       (328 )     571  
Borrowed funds
    26,465       23,922       (272 )     374       (2,547 )     2,279  
Net (loss) gain from fair value adjustments (1) (2)
            $ (748 )   $ 685     $ (3,501 )   $ 2,675  
 
(1)  
The net gain (loss) from fair value adjustments presented in the above table does not include net gains of $0.6 million and $0.1 million for the three months ended September 30, 2013 and 2012, respectively, from the change in the fair value of interest rate caps/swaps.
 
(2)  
The net gain (loss) from fair value adjustments presented in the above table does not include net gains of $2.9 million and net losses of ($2.9) million for the nine months ended September 30, 2013 and 2012, respectively, from the change in the fair value of interest rate caps/swaps.
 
Included in the fair value of the financial assets and financial liabilities selected for the fair value option is the accrued interest receivable or payable for the related instrument. One pooled trust preferred security is over 90 days past due and the Company has stopped accruing interest. The Company continues to accrue on the remaining financial instruments and reports, as interest income or interest expense in the Consolidated Statement of Income, the interest receivable or payable on the financial instruments selected for the fair value option at their respective contractual rates.
 
The borrowed funds had a contractual principal amount of $61.9 million at September 30, 2013 and December 31, 2012.  The fair value of borrowed funds includes accrued interest payable of $0.1 million and $0.4 million at September 30, 2013 and December 31, 2012, respectively.
 
The Company generally holds its earning assets, other than securities available for sale, to maturity and settles its liabilities at maturity. However, fair value estimates are made at a specific point in time and are based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Accordingly, as assumptions change, such as interest rates and prepayments, fair value estimates change and these amounts may not necessarily be realized in an immediate sale.
 
Disclosure of fair value does not require fair value information for items that do not meet the definition of a financial instrument or certain other financial instruments specifically excluded from its requirements. These items include core deposit intangibles and other customer relationships, premises and equipment, leases, income taxes, foreclosed properties and equity.
 
Further, fair value disclosure does not attempt to value future income or business. These items may be material and accordingly, the fair value information presented does not purport to represent, nor should it be construed to represent, the underlying “market” or franchise value of the Company.
 
Financial assets and financial liabilities reported at fair value are required to be measured based on either: (1) quoted prices in active markets for identical financial instruments (Level 1); (2) significant other observable inputs (Level 2); or (3) significant unobservable inputs (Level 3).
 
A description of the methods and significant assumptions utilized in estimating the fair value of the Company’s assets and liabilities that are carried at fair value on a recurring basis are as follows:
 
Level 1 – where quoted market prices are available in an active market. The Company did not value any of its assets or liabilities that are carried at fair value on a recurring basis as Level 1 at September 30, 2013 and December 31, 2012.
 
Level 2 – when quoted market prices are not available, fair value is estimated using quoted market prices for similar financial instruments and adjusted for differences between the quoted instrument and the instrument being valued.  Fair value can also be estimated by using pricing models, or discounted cash flows.  Pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices and credit spreads.  In addition to observable market information, models also incorporate maturity and cash flow assumptions. At September 30, 2013 and December 31, 2012, Level 2 included mortgage related securities, corporate debt and interest rate caps/swaps.
 
 
- 32 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At September 30, 2013 and December 31, 2012, Level 3 included REMIC and CMO securities, municipal securities and trust preferred securities owned by and junior subordinated debentures issued by the Company.
 
The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies, assumptions and models to determine fair value of certain financial instruments could produce different estimates of fair value at the reporting date.
 
The following table sets forth the assets and liabilities that are carried at fair value on a recurring basis and the method that was used to determine their fair value, at September 30, 2013 and December 31, 2012:
 
   
Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
   
Significant Other
Unobservable Inputs
(Level 3)
   
Total carried at fair value
on a recurring basis
 
   
September 30,
2013
   
December 31,
2012
   
September 30,
2013
   
December 31,
2012
   
September 30,
2013
   
December 31,
2012
   
September 30,
2013
   
December 31,
2012
 
   
(in thousands)
 
Assets:
                                               
Mortgage-backed Securities
  $ -     $ -     $ 765,016     $ 696,638     $ 20,194     $ 23,475     $ 785,210     $ 720,113  
Other securities
    -       -       256,563       213,374       16,781       16,079       273,344       229,453  
Interest rate caps
    -       -       -       19       -       -       -       19  
Interest rate swaps
    -       -       1,212       3       -       -       1,212       3  
                                                                 
Total assets
  $ -     $ -     $ 1,022,791     $ 910,034     $ 36,975     $ 39,554     $ 1,059,766     $ 949,588  
                                                                 
                                                                 
Liabilities:
                                                               
Borrowings
  $ -     $ -     $ -     $ -     $ 26,465     $ 23,922     $ 26,465     $ 23,922  
Interest rate swaps
    -       -       -       1,922       -       -       -       1,922  
                                                                 
Total liabilities
  $ -     $ -     $ -     $ 1,922     $ 26,465     $ 23,922     $ 26,465     $ 25,844  
 
 
- 33 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table sets forth the Company's assets and liabilities that are carried at fair value on a recurring basis, classified within Level 3 of the valuation hierarchy for the period indicated:
 
   
For the three months ended
 September 30, 2013
 
   
REMIC and
CMO
   
Municipals
   
Trust preferred
securities
   
Junior subordinated
debentures
 
   
(In thousands)
 
                         
Beginning balance
  $ 22,930     $ 9,327     $ 8,367     $ 26,192  
Transfer into Level 3
    -       -       -       -  
Net loss from fair value adjustment
                               
of financial assets
    -       -       (361 )     -  
Net loss from fair value
                               
adjustment of financial liabilities
    -       -       -       272  
Increase in accrued interest payable
    -       -       -       1  
Other-than-temporary impairment charge
    (916 )     -       -       -  
Change in net unrealized losses included
                               
in other comprehensive income
    (1,820 )     (52 )     (500 )     -  
Ending balance
  $ 20,194     $ 9,275     $ 7,506     $ 26,465  
                                 
Changes in unrealized held at period end
  $ (1,820 )   $ (52 )   $ (500 )   $ -  
 
The following table sets forth the Company's assets and liabilities that are carried at fair value on a recurring basis, classified within Level 3 of the valuation hierarchy for the period indicated:
 
   
For the three months ended
September 30, 2012
 
   
Trust preferred
securities
   
Junior subordinated
debentures
 
   
(In thousands)
       
             
Beginning balance
  $ 5,653     $ 24,356  
Transfer into Level 3
    -       -  
Net loss from fair value adjustment of financial assets
    137       -  
Net gain from fair value adjustment of financial liabilities
    -       (374 )
Decrease in accrued interest payable
    (9 )     (273 )
Other-than-temporary impairment charge
    -       -  
Change in net unrealized gains included in other comprehensive income
    315       -  
Ending balance
  $ 6,096     $ 23,709  
                 
Changes in unrealized held at period end
  $ 315     $ -  
 
 
- 34 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table sets forth the Company's assets and liabilities that are carried at fair value on a recurring basis, classified within Level 3 of the valuation hierarchy for the period indicated:
 
   
For the nine months ended
 September 30, 2013
 
   
REMIC and
CMO
   
Municipals
   
Trust preferred
securities
   
Junior subordinated
debentures
 
   
(In thousands)
 
                         
Beginning balance
  $ 23,475     $ 9,429     $ 6,650     $ 23,922  
Transfer into Level 3
    -       -       -       -  
Net gain from fair value adjustment of financial assets
    -       -       150       -  
Net loss from fair value adjustment of financial liabilities
    -       -       -       2,547  
Decrease in accrued interest payable
    -       -       -       (4 )
Other-than-temporary impairment charge
    (1,419 )     -       -       -  
Change in net unrealized gains (losses) included in other comprehensive income
    (1,862 )     (154 )     706       -  
Ending balance
  $ 20,194     $ 9,275     $ 7,506     $ 26,465  
                                 
Changes in unrealized held at period end
  $ (1,862 )   $ (154 )   $ 706     $ -  
 
The following table sets forth the Company's assets and liabilities that are carried at fair value on a recurring basis, classified within Level 3 of the valuation hierarchy for the period indicated:
 
   
For the nine months ended
September 30, 2012
 
   
Trust preferred
securities
   
Junior subordinated
debentures
 
   
(In thousands)
 
             
Beginning balance
  $ 5,632     $ 26,311  
Transfer into Level 3
    -       -  
Net gain from fair value adjustment of financial assets
    104       -  
Net gain from fair value adjustment of financial liabilities
    -       (2,279 )
Decrease in accrued interest payable
    (10 )     (323 )
Other-than-temporary impairment charge
    -       -  
Change in net unrealized gains included in other comprehensive income
    370       -  
Ending balance
  $ 6,096     $ 23,709  
                 
Changes in unrealized held at period end
  $ 370     $ -  

 
- 35 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table presents the quantitative information about recurring Level 3 fair value of financial instruments and the fair value measurements as of September 30, 2013:
 
September 30, 2013
 
Fair Value
 
 Valuation Technique
 Unobservable Input
  Range
(Weighted Average)
   
(Dollars in thousands)
 
Assets:
               
         
Spread to index
  2.1%  - 3.9% (3.4%)
         
Loss Severity
  40.0% - 70.0% (53.1%)
         
Prepayment speeds
  1.0% - 9.6% (6.4%)
         
Defaults
  3.0% -  16.0% (9.0%)
REMIC and CMO
  $ 20,194  
Discounted cash flows
Average Life (years)
  3.7 - 15.1 (6.2)
                       
Municipals
  $ 9,275  
Discounted cash flows
Discount rate
  0.4% - 4.0% (3.6%)
                       
           
Discount rate
  8.0% - 18.1% (12.2%)
           
Prepayment assumptions
  0% -  44.3% (32.2%)
Trust Preferred Securities
  $ 7,506  
Discounted cash flows
Defaults
  0% -  15.6% (12.1%)
                       
Liabilities:
                     
                       
Junior subordinated debentures
  $ 26,465  
Discounted cash flows
Discount rate
      8.0% (8.0%)
 
The significant unobservable inputs used in the fair value measurement of the Company’s REMIC and CMO securities valued under Level 3 are the spread to an index, loss severity, default rate, prepayment speeds and the average life of the security. Significant increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement.
 
The significant unobservable inputs used in the fair value measurement of the Company’s municipal securities valued under Level 3 are the securities’ effective yield. Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement.
 
The significant unobservable inputs used in the fair value measurement of the Company’s trust preferred securities valued under Level 3 are the securities’ prepayment assumptions and default rate. Significant increases or decreases in any of the inputs in isolation would result in a significantly lower or higher fair value measurement.
 
The significant unobservable inputs used in the fair value measurement of the Company’s junior subordinated Debentures are effective yield. Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement.
 
The following table sets forth the Company’s assets that are carried at fair value on a non-recurring basis and the method that was used to determine their fair value, at September 30, 2013 and December 31, 2012:
 
   
Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
   
Significant Other
Unobservable Inputs
(Level 3)
   
Total carried at fair value
on a non-recurring basis
 
   
September 30,
2013
   
December 31,
2012
   
September 30,
2013
   
December 31,
2012
   
September 30,
2013
   
December 31,
2012
   
September 30,
2013
   
December 31,
2012
 
   
(in thousands)
 
Assets:
                                               
Loans held for sale
  $ -     $ -     $ -     $ -     $ 5,485     $ 5,313     $ 5,485     $ 5,313  
Impaired loans
    -       -       -       -       27,813       49,703       27,813       49,703  
Other Real Estate Owned
    -       -       -       -       3,503       5,278       3,503       5,278  
                                                                 
Total assets
  $ -     $ -     $ -     $ -     $ 36,801     $ 60,294     $ 36,801     $ 60,294  

 
- 36 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table presents the quantitative information about non-recurring Level 3 fair value of financial instruments and the fair value measurements as of September 30, 2013:
 
September 30, 2013
 
Fair Value
 
 Valuation Technique
 Unobservable Input
  Range
(Weighted Average)
   
(Dollars in thousands)
 
Assets:
               
                 
Loans held for sale
  $ 5,485  
Fair value of collateral
Loss severity discount
  24.5% -   57.9% (56.2%)
Impaired loans
  $ 27,813  
Fair value of collateral
Loss severity discount
  0.5% - 90.4% (33.5%)
Other real estate owned
  $ 3,503  
Fair value of collateral
Loss severity discount
  0.0% - 42.1% (8.1%)
 
The Company carries its Loans held for sale and OREO at the expected sales price less selling costs.
 
The Company carries its impaired collateral dependent loans at 85% of the appraised or internally estimated value of the underlying property.
 
The Company did not have any liabilities that were carried at fair value on a non-recurring basis at September 30, 2013 and December 31, 2012.
 
The estimated fair value of each material class of financial instruments at September 30, 2013 and December 31, 2012 and the related methods and assumptions used to estimate fair value are as follows:
 
Cash and Due from Banks, Overnight Interest-Earning Deposits and Federal Funds Sold:

The fair values of financial instruments that are short-term or reprice frequently and have little or no risk are considered to have a fair value that approximates carrying value (Level 1).
 
FHLB-NY stock:

The fair value is based upon the par value of the stock which equals its carrying value (Level 2).
 
Securities Available for Sale:
 
The estimated fair values of securities available for sale are contained in Note 6 of the Notes to Consolidated Financial Statements. Fair value is based upon quoted market prices (Level 1 input), where available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities and adjusted for differences between the quoted instrument and the instrument being valued (Level 2 input). When there is limited activity or less transparency around inputs to the valuation, securities are classified as (Level 3 input).
 
Loans held for sale:
 
The fair value of non-performing loans held for sale is estimated through bids received on the loans and, as such, are classified as a Level 3 input.
 
Loans:
 
The estimated fair value of loans is estimated by discounting the expected future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities (Level 3 input).
 
For non-accruing loans, fair value is generally estimated by discounting management’s estimate of future cash flows with a discount rate commensurate with the risk associated with such assets or for collateral dependent loans 85% of the appraised or internally estimated value of the property (Level 3 input).
 
Due to Depositors:
 
The fair values of demand, passbook savings, NOW, money market deposits and escrow deposits are, by definition, equal to the amount payable on demand at the reporting dates (i.e. their carrying value) (Level 1). The fair value of fixed-maturity certificates of deposits are estimated by discounting the expected future cash flows using the rates currently offered for deposits of similar remaining maturities (Level 2 input).
 
 
- 37 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

Borrowings:
 
The estimated fair value of borrowings are estimated by discounting the contractual cash flows using interest rates in effect for borrowings with similar maturities and collateral requirements (Level 2 input) or using a market-standard model (Level 3 input).
 
Interest Rate Caps:
 
The estimated fair value of interest rate caps is based upon broker quotes (Level 2 input).
 
Interest Rate Swaps:
 
The estimated fair value of interest rate swaps is based upon broker quotes (Level 2 input).

Other Real Estate Owned:
 
OREO are carried at fair value less selling costs.  The fair value is based on appraised value through a current appraisal, or sometimes through an internal review, additionally adjusted by the estimated costs to sell the property (Level 3 input).
 
Other Financial Instruments:
 
The fair values of commitments to sell, lend or borrow are estimated using the fees currently charged or paid to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties or on the estimated cost to terminate them or otherwise settle with the counterparties at the reporting date. For fixed-rate loan commitments to sell, lend or borrow, fair values also consider the difference between current levels of interest rates and committed rates (where applicable).
 
At September 30, 2013 and December 31, 2012, the fair values of the above financial instruments approximate the recorded amounts of the related fees and were not considered to be material.
 
 
- 38 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table sets forth the carrying amounts and estimated fair values of selected financial instruments based on the assumptions described above used by the Company in estimating fair value at September 30, 2013:
 
   
September 30, 2013
 
   
Carrying
Amount
   
Fair
Value
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
Assets:
                             
                               
Cash and due from banks
  $ 40,328     $ 40,328     $ 40,328     $ -     $ -  
Mortgage-backed Securities
    785,210       785,210       -       765,016       20,194  
Other securities
    273,344       273,344       -       256,563       16,781  
Loans held for sale
    5,485       5,485       -       -       5,485  
Loans
    3,396,138       3,465,973       -       -       3,465,973  
FHLB-NY stock
    46,003       46,003       -       46,003       -  
Interest rate caps
    -       -       -       -       -  
Interest rate swaps
    1,212       1,212       -       1,212       -  
OREO
    3,503       3,503       -       -       3,503  
                                         
Total assets
  $ 4,551,223     $ 4,621,058     $ 40,328     $ 1,068,794     $ 3,511,936  
                                         
                                         
Liabilities:
                                       
Deposits
  $ 3,239,370       3,262,780     $ 1,997,053     $ 1,265,727     $ -  
Borrowings
    1,018,231       1,043,413       -       1,016,948       26,465  
                                         
Total liabilities
  $ 4,257,601     $ 4,306,193     $ 1,997,053     $ 2,282,675     $ 26,465  
 
 
- 39 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

The following table sets forth the carrying amounts and estimated fair values of selected financial instruments based on the assumptions described above used by the Company in estimating fair value at December 31, 2012:
 
   
December 31, 2012
 
   
Carrying
Amount
   
Fair
Value
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
Assets:
                             
                               
Cash and due from banks
  $ 40,425     $ 40,425     $ 40,425     $ -     $ -  
Mortgage-backed Securities
    720,113       720,113       -       696,638       23,475  
Other securities
    229,453       229,453       -       213,374       16,079  
Loans held for sale
    5,313       5,313       -       -       5,313  
Loans
    3,234,121       3,416,313       -       -       3,416,313  
FHLB-NY stock
    42,337       42,337       -       42,337       -  
Interest rate caps
    19       19       -       19       -  
Interest rate swaps
    3       3       -       3       -  
OREO
    5,278       5,278       -       -       5,278  
                                         
Total assets
  $ 4,277,062     $ 4,459,254     $ 40,425     $ 952,371     $ 3,466,458  
                                         
                                         
Liabilities:
                                       
Deposits
  $ 3,015,193       3,057,152     $ 1,761,964     $ 1,295,188     $ -  
Borrowings
    948,405       992,069       -       968,147       23,922  
Interest rate swaps
    1,922       1,922       -       1,922       -  
                                         
Total liabilities
  $ 3,965,520     $ 4,051,143     $ 1,761,964     $ 2,265,257     $ 23,922  

11.           Derivative Financial Instruments
 
At September 30, 2013 and December 31, 2012, the Company’s derivative financial instruments consist of purchased options and swaps. The purchased options are used to mitigate the Company’s exposure to rising interest rates on its financial liabilities without stated maturities. The Company’s swaps are used to mitigate the Company’s exposure to rising interest rates on a portion ($18.0 million) of its floating rate junior subordinated debentures that have a contractual value of $61.9 million. Additionally, the Company at times may use swaps to mitigate the Company’s exposure to rising interest rates on its fixed rate loans.
 
At September 30, 2013, derivatives with a combined notional amount of $118.0 million are not designated as hedges and a derivative with a notional amount of $4.2 million is designated as a fair value hedge. Changes in the fair value of the derivatives not designated as hedges are reflected in “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.  The portions of the changes in the fair value of the derivative designated as a fair value hedge which is considered ineffective are reflected in “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.
 
 
- 40 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table sets forth information regarding the Company’s derivative financial instruments at September 30, 2013:
 
   
Notional
Amount
   
Purchase Price
   
Net Carrying
Value
 
   
(In thousands)
 
                   
Interest rate caps (non-hedge)
  $ 100,000     $ 9,035     $ -  
Interest rate swaps (non-hedge)
    18,000       -       960  
Interest rate swaps (hedge)
    4,238       -       252  
Total derivatives
  $ 122,238     $ 9,035     $ 1,212  
 
The following table sets forth information regarding the Company’s derivative financial instruments at December 31, 2012:
 
   
Notional
Amount
   
Purchase Price
   
Net Carrying (1)
Value
 
   
(In thousands)
 
                   
Interest rate caps (non-hedge)
  $ 100,000     $ 9,035     $ 19  
Interest rate swaps (non-hedge)
    18,000       -       (1,922 )
Interest rate swaps (hedge)
    4,300       -       3  
Total derivatives
  $ 122,300     $ 9,035     $ (1,900 )
 
(1)
Derivatives in a net positive position are recorded as “Other assets” and derivatives in a net negative position are recorded as “Other liabilities” in the Consolidated Statements of Financial Condition.
 
The following table sets forth the effect of derivative instruments on the Consolidated Statements of Income for the periods indicated:
 
   
Three months ended
September 30,
   
Nine months ended
September 30,
 
(In thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Financial Derivatives:
                       
Interest rate caps
  $ (7 )   $ (52 )   $ (18 )   $ (314 )
Interest rate swaps
    565       192       2,898       (2,546 )
Net gain (loss) (1)
  $ 558     $ 140     $ 2,880     $ (2,860 )
 
(1)
Net gains and (losses) are recorded as part of “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.
 
 
- 41 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
12.           Income Taxes
 
Flushing Financial Corporation files consolidated Federal and combined New York State and New York City income tax returns with its subsidiaries, with the exception of Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV, which file separate Federal income tax returns as trusts, and Flushing Preferred Funding Corporation, which files a separate Federal and New York State income tax return as a real estate investment trust.
 
 Income tax provisions are summarized as follows:
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
(In thousands)
 
2013
   
2012
   
2013
   
2012
 
Federal:
                       
Current
  $ 4,678     $ 4,578     $ 12,699     $ 12,807  
Deferred
    (85 )     (35 )     18       (404 )
Total federal tax provision
    4,593       4,543       12,717       12,403  
State and Local:
                               
Current
    1,468       1,460       3,773       3,793  
Deferred
    (37 )     (15 )     8       (131 )
Total state and local tax provision
    1,431       1,445       3,781       3,662  
                                 
Total income tax provision
  $ 6,024     $ 5,988     $ 16,498     $ 16,065  
 
The income tax provision in the Consolidated Statements of Income has been provided at an effective rate of 39.0% for all periods presented in the table above.
 
The effective rates differ from the statutory federal income tax rate as follows:
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
(dollars in thousands)
 
2013
   
2012
   
2013
   
2012
 
                                                 
Taxes at federal statutory rate
  $ 5,406       35.0 %   $ 5,374       35.0 %   $ 14,806       35.0 %     14,419       35.0 %
Increase (reduction) in taxes resulting from:
                                                               
State and local income tax, net of Federal income tax benefit
    930       6.0       938       6.1       2,458       5.8       2,380       5.8  
Other
    (312 )     (2.0 )     (324 )     (2.1 )     (766 )     (1.8 )     (734 )     (1.8 )
Taxes at effective rate
  $ 6,024       39.0 %   $ 5,988       39.0 %   $ 16,498       39.0 %   $ 16,065       39.0 %
 
The Company has recorded a deferred tax asset of $35.4 million at September 30, 2013, which is included in “Other assets” in the Consolidated Statements of Financial Condition. This represents the anticipated net federal, state and local tax benefits expected to be realized in future years upon the utilization of the underlying tax attributes comprising this balance. The Company has reported taxable income for federal, state, and local tax purposes in each of the past three fiscal years. In management’s opinion, in view of the Company’s previous, current and projected future earnings trend, the probability that some of the Company’s $20.5 million deferred tax liability can be used to offset a portion of the deferred tax asset, as well as certain tax planning strategies, it is more likely than not that the deferred tax asset will be fully realized. Accordingly, no valuation allowance was deemed necessary for the deferred tax asset at September 30, 2013.
 
 
- 42 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
13.           Accumulated Other Comprehensive Income:
 
The following table sets forth the changes in accumulated other comprehensive income by component for the nine months ended September 30, 2013:
 
   
Unrealized Gains
and (Losses) on
Available for Sale
Securities
   
Defined Benefit
Pension Items
   
Total
 
   
(In thousands)
 
Beginning balance, net of tax
  $ 18,921     $ (6,784 )   $ 12,137  
Other comprehensive income (loss) before reclassifications, net of tax
    (19,947 )     -     $ (19,947 )
                         
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
    (874 )     503       (371 )
                         
Net current period other comprehensive income (loss), net of tax
    (20,821 )     503       (20,318 )
                         
Ending balance, net of tax
  $ (1,900 )   $ (6,281 )   $ (8,181 )
 
The following table sets forth significant amounts reclassified out of accumulated other comprehensive income by component for the three months ended September 30, 2013:
 
Details about Accumulated Other
Comprehensive Income Components
 
Amounts Reclassified from
Accumulated Other
Comprehensive Income
     
Affected Line Item in the Statement
Where Net Income is Presented
(Dollars in thousands)
Unrealized gains (losses) on available for sale securities:
  $ 96      
 Net gain on sale of securities
      (42 )    
 Tax expense
    $ 54      
 Net of tax
               
               
OTTI charges
  $ (916 )    
 OTTI charge
      400      
 Tax benefit
    $ (516 )    
 Net of tax
               
               
Amortization of defined benefit pension items:
             
Actuarial losses
  $ (309 ) (1)  
 Other expense
Prior service credits
    11   (1)  
 Other expense
      (298 )    
Total before tax
      130      
 Tax benefit
    $ (168 )    
 Net of tax
 
 
(1)      These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 9 of the Notes to Consolidated Financial Statements “Pension and Other Postretirement Benefit Plans”).
 
 
- 43 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table sets forth significant amounts reclassified out of accumulated other comprehensive income by component for the nine months ended September 30, 2013:
 
Details about Accumulated Other
Comprehensive Income Components
 
Amounts Reclassified from
Accumulated Other
Comprehensive Income
     
Affected Line Item in the Statement
Where Net Income is Presented
(Dollars in thousands)
Unrealized gains losses on available for sale securities:
  $ 2,972      
 Net gain on sale of securities
      (1,299 )    
 Tax expense
    $ 1,673      
 Net of tax
               
               
OTTI charges
  $ (1,419 )    
 OTTI charge
      620      
 Tax benefit
    $ (799 )    
 Net of tax
               
               
Amortization of defined benefit pension items:
             
Actuarial losses
  $ (927 ) (1)  
 Other expense
Prior service credits
    33   (1)  
 Other expense
      (894 )    
Total before tax
      391      
 Tax benefit
    $ (503 )    
 Net of tax
 
 
(1)      These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 9 of the Notes to Consolidated Financial Statements “Pension and Other Postretirement Benefit Plans”).
 
14.           Regulatory
 
The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) imposes a number of mandatory supervisory measures on banks and thrift institutions. Among other matters, FDICIA established five capital zones or classifications (well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized). Such classifications are used by bank regulatory agencies to determine matters ranging from each institution’s quarterly FDIC deposit insurance premium assessments, to approvals of applications authorizing institutions to grow their asset size or otherwise expand business activities. Under current capital regulations, the Bank is required to comply with each of three separate capital adequacy standards.
 
 
- 44 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
At September 30, 2013, the Bank exceeded each of the three capital requirements and is categorized as “well-capitalized” under the prompt corrective action regulations.  Set forth below is a summary of the Bank’s compliance:

(Dollars in thousands)
 
Amount
   
Percent of Assets
 
             
Core Capital:
           
Capital level
  $ 438,423       9.48 %
Well capitalized
    231,234       5.00  
Excess
    207,189       4.48  
                 
Tier 1 Risk-Based Capital:
               
Capital level
  $ 438,423       14.22 %
Well capitalized
    185,022       6.00  
Excess
    253,401       8.22  
                 
Risk-Based Capital:
               
Capital level
  $ 469,239       15.22 %
Well capitalized
    308,370       10.00  
Excess
    160,869       5.22  
 
As a result of its conversion to a bank holding company on February 28, 2013, the Holding Company became subject to the same regulatory capital requirements as the Bank. At September 30, 2013, the Holding Company’s Tier I (leverage) capital, Tier I risk-based capital and Total risk-based capital was 9.64%, 14.47%, and 15.47%, respectively.

15.           New Authoritative Accounting Pronouncements

In February 2013, the FASB issued ASU No. 2013-02, which amends the authoritative accounting guidance under ASC Topic 220 “Comprehensive Income.”  The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2012. Adoption of this update did not have a material effect on the Company’s consolidated results of operations or financial condition. See Note 13 of the Notes to Consolidated Financial Statements “Accumulated Other Comprehensive Income.”
 
 
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PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
ITEM 2. 

This Quarterly Report should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2012.  In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.
 
As used in this Quarterly Report, the words “we,” “us,” “our” and the “Company” are used to refer to Flushing Financial Corporation and our consolidated subsidiaries, including the surviving entity of the merger (the “Merger”) on February 28, 2013 of our wholly owned subsidiary, Flushing Savings Bank, FSB (the “Savings Bank”) with and into Flushing Commercial Bank (the “Commercial Bank”). The surviving entity of the Merger was the Commercial Bank, whose name has been changed to “Flushing Bank.” References herein to the “Bank” mean the Savings Bank (including its wholly owned subsidiary, the Commercial Bank) prior to the Merger and the surviving entity after the Merger.
 
Statements contained in this Quarterly Report relating to plans, strategies, objectives, 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 elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2012. 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.
 
Executive Summary
 
We are a Delaware corporation organized in May 1994. 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. On February 28, 2013, in the Merger, the Savings Bank merged with and into the Commercial Bank, with the Commercial Bank as the surviving entity. Pursuant to the Merger, the Commercial Bank’s charter was changed to a full-service New York State chartered commercial bank, and its name was changed to Flushing Bank.
 
On July 21, 2011, as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Savings Bank’s primary regulator became the Office of the Comptroller of the Currency and Flushing Financial Corporation’s primary regulator became the Federal Reserve Board of Governors. Upon completion of the Merger, on February 28, 2013, the Bank’s primary regulator became the New York State Department of Financial Services (formerly, the New York State Banking Department), and its primary federal regulator became the Federal Deposit Insurance Corporation (“FDIC”). Deposits are insured to the maximum allowable amount by the FDIC. Additionally, the Bank is a member of the Federal Home Loan Bank system. Also in connection with the Merger, Flushing Financial Corporation became a bank holding company. We do not anticipate any significant changes to our operations or services as a result of the Merger. The primary business of Flushing Financial Corporation has been the operation of the Bank. The Bank owns three subsidiaries: Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc. In November 2006, the Bank launched an internet branch, iGObanking.com®. The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the 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.”
 
 
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PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
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 multi-family residential properties and, to a lesser extent, one-to-four family (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units) 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 overdraft lines of credit. Our results of operations depend primarily on net interest income, which is the difference between the income earned on its interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. We also generate non-interest income from loan fees, service charges on deposit accounts, mortgage servicing fees, and other fees, income earned on Bank Owned Life Insurance (“BOLI”), dividends on Federal Home Bank of New York (“FHLB-NY”) stock and net gains and losses on sales of securities and loans. Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations also can be significantly affected by our periodic provision for loan losses and specific provision for losses on real estate owned.
 
Our strategy is to continue our focus on being an institution serving consumers, businesses, and governmental units in our local markets. In furtherance of this objective, we intend to:
 
·
continue our emphasis on the origination of multi-family residential mortgage loans;
 
·
continue our transition to a commercial banking institution;
 
·
increase our commitment to the multi-cultural marketplace, with a particular focus on the Asian community in Queens;
 
·
maintain asset quality;
 
·
manage deposit growth and maintain a low cost of funds through
 
 
§
business banking deposits,
 
§
municipal deposits through government banking, and
 
§
new customer relationships via iGObanking.com®
 
·  
cross sell to lending and deposit customers;
 
·  
take advantage of market disruptions to attract talent and customers from competitors;
 
·  
manage interest rate risk and capital; and
 
·  
manage enterprise-wide risk.
 
There can be no assurance that we will be able to effectively implement this strategy. Our strategy is subject to change by the Board of Directors.
 
Our investment policy, which is approved by the Board of Directors, is designed primarily to manage the interest rate sensitivity of our overall assets and liabilities, to generate a favorable return without incurring undue interest rate risk and credit risk, to complement our lending activities and to provide and maintain liquidity. In establishing our investment strategies, we consider our business and growth strategies, the economic environment, our interest rate risk exposure, our interest rate sensitivity “gap” position, the types of securities to be held and other factors. We classify our investment securities as available for sale.
 
We carry a portion of our financial assets and financial liabilities at fair value and record changes in their fair value through earnings in non-interest income on our Consolidated Statements of Income and Comprehensive Income. A description of the financial assets and financial liabilities that are carried at fair value through earnings can be found in Note 10 of the Notes to the Consolidated Financial Statements.
 
We saw continued improvement in non-performing assets, as they decreased by $12.3 million during the three months ended September 30, 2013. Charge-offs for the third quarter of 2013 were primarily due to sales of delinquent loans and our continued practice of obtaining updated appraisals, and recording charge-offs based on these up-to-date values as opposed to adding to the allowance for loan losses. Net charge-offs in the third quarter were $5.0 million. We do not carry non-performing loans at more than 85% of their current appraised value. This process has ensured that we have kept pace with changing values in the real estate market. The average loan-to-value ratio for our non-performing loans, based upon current appraisals, was 45.4% at the end of the quarter.
 
 
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  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Net loans increased $109.6 million during the third quarter of 2013, as loan originations for the quarter totaled a record $262.2 million. Our loan pipeline at September 30, 2013 grew to $262.2 million from $211.4 million at December 31, 2012. Our lending departments continue to emphasize full relationship banking with our borrowers. Originations were focused on multi-family and commercial business loans, which represented 49% and 38%, respectively, of loan originations during the third quarter of 2013. We generally obtain full banking relationships with these borrowers.
 
Our net interest margin for the third quarter of 2013 was 3.38%, a decrease of 11 basis points from the second quarter of 2013. While we saw a decrease in our funding costs of five basis points for the quarter, the yield on interest-earning assets decreased 14 basis points. In the current interest rate environment, new loans and securities are added at rates well below our portfolio average yield, and higher yielding loans and securities are prepaid.  We also continued to experience higher than average activity in loans refinancing during the third quarter of 2013, which further reduced the yield on our loan portfolio.
 
Net income for the nine months ended September 30, 2013 was $25.8 million, an increase of $0.7 million, or 2.7%, compared to $25.1 million for the nine months ended September 30, 2012. Diluted earnings per common share were $0.86 for the nine months ended September 30, 2013, an increase of $0.04, or 4.9%, from $0.82 for the nine months ended September 30, 2012.
 
We recorded a provision for loan losses of $12.9 million for the nine months ended September 30, 2013, which was a decrease of $3.1 million from $16.0 million recorded in the nine months ended September 30, 2012. During the nine months ended September 30, 2013, non-performing loans decreased $28.7 million to $61.2 million from $89.8 million at December 31, 2012. Net charge-offs for the nine months ended September 30, 2013 totaled $13.2 million, or 55 basis points of average loans. The current loan-to-value ratio for our non-performing loans collateralized by real estate was 45.4% at September 30, 2013. When we have obtained properties through foreclosure, we have been able to quickly sell the properties at amounts that approximate book value. We anticipate that we will continue to see low loss content in our loan portfolio. The Bank continues to maintain conservative underwriting standards. As a result of the quarterly analysis of the allowance for loans losses, it was deemed necessary to record a $12.9 million provision for possible loan losses for the nine months ended September 30, 2013. See “-ALLOWANCE FOR LOAN LOSSES.”
 
At September 30, 2013, the Bank continues to be well-capitalized under regulatory requirements, with Core, Tier 1 risk-based and Total risk-based capital ratios of 9.48%, 14.21% and 15.21%, respectively. The Company is also subject to the same regulatory requirements.  At September 30, 2013, the Company’s capital ratios for Core, Tier 1 risk-based and Total risk-based capital ratios were 9.64%, 14.46% and 15.46%, respectively.
 
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

General.  Net income for the three months ended September 30, 2013 was $9.4 million, an increase of $0.1 million, or 0.6%, from the comparable prior year period.  Diluted earnings per common share were $0.32 for the three months ended September 30, 2013, an increase of $0.01, or 3.2%, from $0.31 for the three months ended September 30, 2012.
 
Return on average equity was 8.9% for the three months ended September 30, 2013 compared to 8.7% for the three months ended September 30, 2012. Return on average assets was 0.8% for the three months ended September 30, 2013 compared to 0.9% for the three months ended September 30, 2012.
 
Interest Income.  Total interest and dividend income decreased $3.3 million, or 6.3%, to $49.9 million for the three months ended September 30, 2013 from $53.2 million for the three months ended September 30, 2012. The decrease in interest income was attributable to a 56 basis point decline in the yield of interest-earning assets to 4.56% for the three months ended September 30, 2013 from 5.12% in the comparable prior year period, partially offset by the effect of an increase of $213.5 million in the average balance of interest-earning assets to $4,371.3 million for the three months ended September 30, 2013 from $4,157.8 million for the comparable prior year period. The 56 basis point decline in the yield of interest-earning assets was primarily due to a 47 basis point reduction in the yield of the loan portfolio to 5.18% for the three months ended September 30, 2013 from 5.65% for the three months ended September 30, 2012, combined with an 82 basis point decline in the yield on total securities to 2.77% for the three months ended September 30, 2013 from 3.59% for the comparable prior year period. In addition, the yield of interest-earning assets was negatively impacted by a $127.7 million increase in the average balance of the lower yielding securities portfolio for the three months ended September 30, 2013. $48.0 million of the increase in the average balance of the securities portfolio was due to the purchase of floating rate corporate debt that was purchased to assist in the management of interest rate risk. The 47 basis point decrease in the yield of the loan portfolio was primarily due to a decline in the rates earned on new loan originations and existing loans modified to lower rates, partially offset by an increase in prepayment penalty income during the three months ended September 30, 2013 compared to the three months ended September 30, 2012. The 82 basis point decrease in the yield of the securities portfolio was primarily due to the purchase of new securities at lower yields than the existing portfolio.  The yield on the mortgage loan portfolio, excluding prepayment penalty income, decreased 44 basis points to 5.16% for the three months ended September 30, 2013 from 5.60% for the three months ended September 30, 2012.
 
 
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PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Interest Expense.  Interest expense decreased $2.7 million, or 17.6%, to $12.9 million for the three months ended September 30, 2013 from $15.6 million for the three months ended September 30, 2012. The decrease in interest expense was due to the reduction in the cost of interest-bearing liabilities, which decreased 36 basis points to 1.29% for the three months ended September 30, 2013 from 1.65% for the comparable prior year period, partially offset by a $190.1 million increase in the average balance of interest-bearing liabilities to $3,981.4 million for the three months ended September 30, 2013 from $3,791.3 million for the comparable prior year period. The 36 basis point decrease in the cost of interest-bearing liabilities was primarily attributable to the Bank reducing the rates it pays on its deposit products and a shifting of deposit concentrations, as higher costing certificates of deposits average balance decreased $313.2 million to $1,191.6 million, while lower costing core deposits average balance increased $291.2 million to $1,759.5 million for the three months ended September 30, 2013.  Additionally, the cost of borrowed funds decreased 76 basis points to 2.06% for the three months ended September 30, 2013 from 2.82% for the comparable prior year period.  The decrease in the cost of borrowed funds was primarily due to maturing and new borrowings being replaced and obtained at lower rates.  The cost of certificates of deposit, money market accounts, savings accounts and NOW accounts decreased 26 basis points, two basis points, one basis point and six basis points, respectively, for the three months ended September 30, 2013 from the comparable prior year period.  This resulted in a decrease in the cost of due to depositors of 31 basis points to 1.05% for the three months ended September 30, 2013 from 1.36% for the three months ended September 30, 2012.
 
Net Interest Income.  For the three months ended September 30, 2013, net interest income was $37.0 million, a decrease of $0.6 million, or 1.6%, from $37.6 million for the three months ended September 30, 2012. The decrease in net interest income was attributable to a 20 basis point decrease in the net-interest spread to 3.27% for the three months ended September 30, 2013 from 3.47% for the three months ended September 30, 2012, partially offset by the effect of an increase of $213.5 million in the average balance of interest-earning assets to $4,371.3 million for the three months ended September 30, 2013 from $4,157.8 million for the comparable prior year period.  The yield on interest-earning assets decreased 56 basis points to 4.56% for the three months ended September 30, 2013 from 5.12% for the three months ended September 30, 2012, while the cost of funds decreased 36 basis points to 1.29% for the three months ended September 30, 2013 from 1.65% for the comparable prior year period. The net interest margin decreased 24 basis points to 3.38% for the three months ended September 30, 2013 from 3.62% for the three months ended September 30, 2012. Excluding prepayment penalty income, the net interest margin would have decreased 22 basis points to 3.26% for the three months ended September 30, 2013 from 3.48% for the three months ended September 30, 2012.
 
Provision for Loan Losses.  A provision for loan losses of $3.4 million was recorded for the three months ended September 30, 2013, which was a decrease of $1.6 million, or 31.3%, from that recorded for the three months ended September 30, 2012.  During the three months ended September 30, 2013, non-performing loans decreased $12.7 million to $61.2 million from $73.9 million at June 30, 2013. Net charge-offs for the three months ended September 30, 2013 totaled $5.0 million, or 61 basis points of average loans. The current loan-to-value ratio for our non-performing loans collateralized by real estate was 45.4% at September 30, 2013. When we have obtained properties through foreclosure, we have been able to quickly sell the properties at amounts that approximate book value. We anticipate that we will continue to see low loss content in our loan portfolio. The Bank continues to maintain conservative underwriting standards. As a result of the quarterly analysis of the allowance for loans losses, it was deemed necessary to record a $3.4 million provision for possible loan losses for the three months ended September 30, 2013. See “-ALLOWANCE FOR LOAN LOSSES.”
 
Non-Interest Income. Non-interest income for the three months ended September 30, 2013 was $0.9 million, a decrease of $2.6 million from $3.5 million for the three months ended September 30, 2012.  The decrease in non-interest income was primarily due to a $0.9 million OTTI charge recorded for the three months ended September 30, 2013 on three private issue CMOs and a decrease of $1.0 million in income from fair value adjustments for the three months ended September 30, 2013 compared to the comparable prior year period. Loan fees decreased $0.8 million during the three months ended September 30, 2013, primarily due to the deferral of $0.5 million of loan fees previously recognized in income during 2013 which were deferred in the current quarter to be amortized as a yield adjustment. A corresponding amount of additional compensation expense for loan origination costs was also deferred during the current quarter. These decreases were partially offset by a $0.2 million increase in income from bank owned life insurance (“BOLI”) compared to the three months ended September 30, 2012.
 
 
- 49 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Non-Interest Expense. Non-interest expense was $19.1 million for the three months ended September 30, 2013, a decrease of $1.7 million from $20.7 million for the three months ended September 30, 2012. The decrease was primarily due to decreases of $0.4 million in FDIC insurance expense primarily due to a reduction in the assessment rate, $0.5 million in OREO/foreclosure expense primarily due to a reduction in non-accrual loans, $0.2 million in net losses on sales of OREO and $0.3 million in professional services.
 
Income before Income Taxes. Income before the provision for income taxes increased $0.1 million, or 0.6%, to $15.4 million for the three months ended September 30, 2013 from $15.3 million for the three months ended September 30, 2012 for the reasons discussed above.
 
Provision for Income Taxes. Income tax expense was $6.0 million for the three months ended September 30, 2013 and 2012. The effective tax rate was 39.0% for the three months ended September 30, 2013 and 2012.
 
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
 
General. Net income for the nine months ended September 30, 2013 was $25.8 million, an increase of $0.7 million, or 2.7%, compared to $25.1 million for the nine months ended September 30, 2012. Diluted earnings per common share were $0.86 for the nine months ended September 30, 2013, an increase of $0.04, or 4.9%, from $0.82 for the nine months ended September 30, 2012.
 
Return on average equity was 7.9% for both of the nine months ended September 30, 2013 and 2012. Return on average assets was 0.8% for both of the nine months ended September 30, 2013 and 2012.
 
Interest Income.  Total interest and dividend income decreased $11.8 million, or 7.3%, to $150.2 million for the nine months ended September 30, 2013 from $162.0 million for the nine months ended September 30, 2012. The decrease in interest income was attributable to a 55 basis point decline in the yield of interest-earning assets to 4.69% for the nine months ended September 30, 2013 from 5.24% in the comparable prior year period. The decrease in the yield was partially offset by a $143.0 million increase in the average balance of interest-earning assets to $4,268.5 million for the nine months ended September 30, 2013 from $4,125.5 million for the comparable prior year period. The 55 basis point decline in the yield of interest-earning assets was primarily due to a 44 basis point reduction in the yield of the loan portfolio to 5.31% for the nine months ended September 30, 2013 from 5.75% for the nine months ended September 30, 2012, combined with a 76 basis point decline in the yield on total securities to 2.89% for the nine months ended September 30, 2013 from 3.65% for the comparable prior year period. In addition, the yield of interest-earning assets was negatively impacted by a $116.9 million increase in the average balance of the lower yielding securities portfolio for the nine months ended September 30, 2013. The 44 basis point decrease in the yield of the loan portfolio was primarily due to a decline in the rates earned on new loan originations and existing loans modified to lower rates. The 76 basis point decrease in the yield of the securities portfolio was primarily due to the purchase of new securities at lower yields than the existing portfolio. The yield on the mortgage loan portfolio decreased 38 basis points to 5.46% for the nine months ended September 30, 2013 from 5.84% for the nine months ended September 30, 2012.  The yield on the mortgage loan portfolio, excluding prepayment penalty income, decreased 42 basis points to 5.29% for the nine months ended September 30, 2013 from 5.71% for the nine months ended September 30, 2012.
 
Interest Expense.  Interest expense decreased $7.0 million, or 14.3%, to $41.8 million for the nine months ended September 30, 2013 from $48.8 million for the nine months ended September 30, 2012. The decrease in interest expense was due to the reduction in the cost of interest-bearing liabilities, which decreased 29 basis points to 1.43% for the nine months ended September 30, 2013 from 1.72% for the comparable prior year period and a shifting of deposit concentrations, as higher costing certificates of deposits average balance decreased $287.7 million to $1,187.4 million, while lower costing core deposits average balance increased $214.1 million to $1,724.2 million for the nine months ended September 30, 2013.  The 29 basis point decrease in the cost of interest-bearing liabilities was primarily attributable to the Bank reducing the rates it pays on its deposit products and a reduction in the cost of borrowed funds. The cost of certificates of deposit, money market accounts, savings accounts and NOW accounts decreased 24 basis points, 10 basis points, three basis points and nine basis points, respectively, for the nine months ended September 30, 2013 from the comparable prior year period.  This resulted in a decrease in the cost of due to depositors of 28 basis points to 1.11% for the nine months ended September 30, 2013 from 1.39% for the nine months ended September 30, 2012. The cost of borrowed funds decreased 60 basis points to 2.52% for the nine months ended September 30, 2013 from 3.12% for the nine months ended September 30, 2012 with the average balance increasing $183.4 million to $933.3 million for the nine months ended September 30, 2013 from $749.9 million for the nine months ended September 30, 2012. The decline in the cost of borrowed funds was primarily due to the prepayment of $68.5 million in FHLB-NY advances during the first quarter of 2013 at an average cost of 3.21% which was scheduled to mature in 2014 and replacing those borrowings with new long-term advances costing 0.75%, partially offset by a $2.6 million prepayment penalty incurred on the transaction.
 
 
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  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Net Interest Income.  For the nine months ended September 30, 2013, net interest income was $108.4 million, a decrease of $4.8 million, or 4.2%, from $113.2 million for the nine months ended September 30, 2012. The decrease in net interest income was attributable to a 26 basis point decrease in the net-interest spread to 3.26% for the nine months ended September 30, 2013 from 3.52% for the nine months ended September 30, 2012, partially offset by the effect of an increase of $143.0 million in the average balance of interest-earning assets to $4,268.5 million for the nine months ended September 30, 2013 from $4,125.5 million for the comparable prior year period.  The yield on interest-earning assets decreased 55 basis points to 4.69% for the nine months ended September 30, 2013 from 5.24% for the nine months ended September 30, 2012, while the cost of funds decreased 29 basis points to 1.43% for the nine months ended September 30, 2013 from 1.72% for the comparable prior year period. The net interest margin decreased 27 basis points to 3.39% for the nine months ended September 30, 2013 from 3.66% for the nine months ended September 30, 2012. Excluding prepayment penalty income on loans and securities, as well as prepayment penalties on borrowings, the net interest margin would have decreased 19 basis points to 3.35% for the nine months ended September 30, 2013 from 3.54% for the nine months ended September 30, 2012.
 
Provision for Loan Losses.  A provision for loan losses of $12.9 million was recorded for the nine months ended September 30, 2013, which was a decrease of $3.1 million from $16.0 million recorded in the nine months ended September 30, 2012. During the nine months ended September 30, 2013, non-performing loans decreased $28.7 million to $61.2 million from $89.8 million at December 31, 2012. Net charge-offs for the nine months ended September 30, 2013 totaled $13.2 million, or 55 basis points of average loans. The current loan-to-value ratio for our non-performing loans collateralized by real estate was 45.4% at September 30, 2013. When we have obtained properties through foreclosure, we have been able to quickly sell the properties at amounts that approximate book value. We anticipate that we will continue to see low loss content in our loan portfolio. The Bank continues to maintain conservative underwriting standards. As a result of the quarterly analysis of the allowance for loans losses, it was deemed necessary to record a $12.9 million provision for possible loan losses for the nine months ended September 30, 2013. See “-ALLOWANCE FOR LOAN LOSSES.”
 
Non-Interest Income. Non-interest income for the nine months ended September 30, 2013 was $8.5 million, an increase of $2.0 million from $6.5 million for the nine months ended September 30, 2012.  The increase in non-interest income was primarily due to the $2.9 million gain from the sale of mortgage-backed securities during the nine months ended September 30, 2013 as part of a balance sheet restructuring as discussed above under “Balance Sheet Restructuring”. Non-interest income also improved due to a $0.4 million increase in BOLI income.  These increases were partially offset by a $0.4 million increase in net losses from fair value adjustments and a $0.6 million increase in OTTI charges recorded on private issue CMOs during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. Additionally, loan fees decreased $0.5 million during the nine months ended September 30, 2013, primarily due to the deferral of loan fees to be amortized as yield adjustments. A corresponding amount of additional compensation expense for loan origination costs was also deferred during the current quarter.
 
Non-Interest Expense. Non-interest expense was $61.7 million for the nine months ended September 30, 2013, a decrease of $0.8 million, or 1.3%, from $62.5 million for the nine months ended September 30, 2012. The decrease was primarily due to decreases of $0.7 million in FDIC insurance expense primarily due to a reduction in the assessment rate, $0.7 million in OREO/foreclosure expense primarily due to a reduction in non-accrual loans, $0.5 million in net losses on sales of OREO and $0.4 million in professional services. These decreases were partially offset by a $1.7 million increase in salaries and employee benefits expense primarily due to annual salary increases and increased incentives for loan and deposit growth.
 
 
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  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Income before Income Taxes.  Income before the provision for income taxes increased $1.1 million, or 2.7%, to $42.3 million for the nine months ended September 30, 2013 from $41.2 million for the nine months ended September 30, 2012 for the reasons discussed above.
 
Provision for Income Taxes. Income tax expense increased $0.4 million to $16.5 million for the nine months ended September 30, 2013 from $16.1 million for the nine months ended September 30, 2012.  The effective tax rate was 39.0% for the nine months ended September 30, 2013 and 2012.
 
FINANCIAL CONDITION

Assets. Total assets at September 30, 2013 were $4,732.3 million, an increase of $280.8 million, or 6.3%, from $4,451.4 million at December 31, 2012. Total loans, net increased $162.3 million during the nine months ended September 30, 2013 to $3,365.3 million from $3,203.0 million at December 31, 2012. Loan originations and purchases were $635.2 million for the nine months ended September 30, 2013, an increase of $202.0 million from $433.2 million for the nine months ended September 30, 2012. During the nine months ended September 30, 2013, we continued to focus on the origination of multi-family properties and business loans with a full relationship.  Loan applications in process have continued to remain strong, totaling $262.2 million at September 30, 2013 compared to $211.4 million at December 31, 2012 and $198.0 million at September 30, 2012.
 
The following table shows loan originations and purchases for the periods indicated:
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30,
 
(In thousands)
 
2013
   
2012
   
2013
   
2012
 
Multi-family residential
  $ 127,310     $ 69,299     $ 302,527     $ 211,052  
Commercial real estate (1)
    14,180       1,943       52,778       21,756  
One-to-four family – mixed-use property
    10,719       3,474       22,453       13,955  
One-to-four family – residential
    7,986       7,382       20,876       18,076  
Co-operative apartments
    1,037       100       4,799       1,726  
Construction
    163       83       1,951       653  
Small Business Administration
    92       180       470       513  
Taxi Medallion (2)
    -       -       -       3,464  
Commercial business and other
    100,664       68,452       229,365       162,053  
Total
  $ 262,151     $ 150,913     $ 635,219     $ 433,248  
 
(1)  
Includes purchases of $0.5 million for the nine months ended September 30, 2013.
(2)  
Includes purchases of $3.5 million for the nine months ended September 30, 2012.

The Bank continues to maintain conservative underwriting standards that include, among other things, a loan-to-value ratio of 75% or less and a debt coverage ratio of at least 125%. Multi-family residential, commercial real estate and one-to-four family mixed-use property mortgage loans originated during the three months ended September 30, 2013 had an average loan-to-value ratio of 44.1% and an average debt coverage ratio of 249%.
 
The Bank’s non-performing assets totaled $68.5 million at September 30, 2013, a decrease of $30.0 million from $98.5 million at December 31, 2012. Total non-performing assets as a percentage of total assets were 1.45% at September 30, 2013 and 2.21% at December 31, 2012. The ratio of allowance for loan losses to total non-performing loans was 50.4% at September 30, 2013 and 34.6% at December 31, 2012.   See – “TROUBLED DEBT RESTRUCUTURED AND NON-PERFORMING ASSETS.”
 
During the nine months ended September 30, 2013, mortgage-backed securities increased $65.1 million, or 9.0%, to $785.2 million from $720.1 million at December 31, 2012. The increase in mortgage-backed securities during the nine months ended September 30, 2013 was primarily due to purchases of $292.3 million, partially offset by sales and repayments of $68.5 million and $122.4 million, respectively. During the nine months ended September 30, 2013, other securities increased $43.9 million, or 19.1%, to $273.3 million from $229.5 million at December 31, 2012. The increase in other securities during the nine months ended September 30, 2013 was primarily due to purchases of $88.0 million, partially offset by $30.5 million in calls and sales of $5.9 million. Other securities primarily consist of securities issued by government agencies, mutual or bond funds that invest in government and government agency securities and corporate bonds.
 
 
- 52 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
Liabilities.  Total liabilities were $4,305.3 million at September 30, 2013, an increase of $296.2 million, or 7.4%, from $4,009.1 million at December 31, 2012. During the nine months ended September 30, 2013, due to depositors increased $215.7 million, or 7.2%, to $3,198.3 million as a result of a $226.6 million increase in core deposits partially offset by a $10.9 million decrease in certificates of deposit. Borrowed funds increased $69.8 million during the nine months ended September 30, 2013.  The increase in borrowed funds was primarily due to a net increase of $109.4 million in long-term borrowings partially offset by a $43.0 million net decrease in short-term borrowings.
 
Equity. Total stockholders’ equity decreased $15.4 million, or 3.5%, to $427.0 million at September 30, 2013 from $442.4 million at December 31, 2012. Stockholders’ equity decreased primarily due to a decrease in comprehensive income of $20.3 million primarily due to a decline in the market value of the securities portfolio, the purchase of 836,092 shares of treasury stock at a cost of $13.2 million and the declaration and payment of a dividend of $0.39 per common share totaling $11.8 million, partially offset by net income of $25.8 million and $1.4 million due to the issuance of shares from the annual funding of certain employee retirement plans through the release of common shares from the Employee Benefit Trust. In addition, the exercise of stock options increased stockholders’ equity by $0.2 million, including the income tax benefit realized. Book value per common share was $14.19 at September 30, 2013 compared to $14.39 at December 31, 2012. Tangible book value per common share was $13.67 at September 30, 2013 compared to $13.87 at December 31, 2012.
 
During the nine months ended September 30, 2013, the Company completed the common stock repurchase program that was approved by the Company’s Board of Directors on September 20, 2011. On May 22, 2013, the Company announced the authorization by the Board of Directors of a new common stock repurchase program which authorizes the purchase of up to 1,000,000 shares of its common stock.  During the nine months ended September 30, 2013, the Company repurchased 836,092 shares of the Company’s common stock at an average cost of $15.73 per share. At September 30, 2013, 549,870 shares remain to be repurchased under the current stock repurchase program. The repurchase program does not have an expiration date or a maximum dollar amount that may be paid to repurchase the common shares.  Stock repurchases under this program will be made from time to time, on the open market or in privately negotiated transactions, at the discretion of the management of the Company.
 
Cash flow.  During the nine months ended September 30, 2013, funds provided by the Company's operating activities amounted to $56.6 million. These funds combined with $264.6 million provided by financing activities and were utilized to fund net investing activities of $321.3 million. The Company's primary business objective is the origination and purchase of one-to-four family (including mixed-use properties), multi-family residential and commercial real estate mortgage loans and commercial, business and SBA loans. During the nine months ended September 30, 2013, the net total of loan originations and purchases less loan repayments and sales was $176.9 million. During the nine months ended September 30, 2013, the Company also funded $380.3 million in purchases of securities available for sale.  During the nine months ended September 30, 2013, funds were provided by a $223.3 million net increase in deposits and $109.4 million net increase in long-term borrowed funds.  Additionally, funds were provided by $236.6 million in proceeds from maturities, sales, calls and prepayments of securities available for sale. The Company also used funds of $43.0 million, $14.1 million and $11.7 million for net repayments of short-term borrowed funds, purchases of treasury stock and dividend payments, respectively, during the nine months ended September 30, 2013.
 
INTEREST RATE RISK

The Consolidated Statements of Financial Position have been prepared in accordance with generally accepted accounting principles in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in fair value of certain investments due to changes in interest rates.  Generally, the fair value of financial investments such as loans and securities fluctuates inversely with changes in interest rates.  As a result, increases in interest rates could result in decreases in the fair value of the Company’s interest-earning assets which could adversely affect the Company’s results of operation if such assets were sold, or, in the case of securities classified as available-for-sale, decreases in the Company’s stockholders’ equity, if such securities were retained.
 
 
- 53 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management prepares the “Earnings and Economic Exposure to Changes in Interest Rate” report for review by the Board of Directors, as summarized below. This report quantifies the potential changes in net interest income and net portfolio value should interest rates go up or down 200 basis points (shocked), assuming the yield curves of the rate shocks will be parallel to each other. Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. All changes in income and value are measured as percentage changes from the projected net interest income and net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at September 30, 2013. Various estimates regarding prepayment assumptions are made at each level of rate shock. Actual results could differ significantly from these estimates. At September 30, 2013, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.

The following table presents the Company’s interest rate shock as of September 30, 2013:

   
Projected Percentage Change In
       
Change in Interest Rate
 
Net Interest
Income
   
Net Portfolio
Value
   
Net Portfolio
Value Ratio
 
-200 Basis points
    -2.36 %     12.14 %     13.56 %
-100 Basis points
    0.31       8.64       13.34  
Base interest rate
    0.00       0.00       12.62  
+100 Basis points
    -5.49       -12.97       11.34  
+200 Basis points
    -11.17       -26.06       9.95  
 
 
 
- 54 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
AVERAGE BALANCES

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. The following table sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the three months ended September 30, 2013 and 2012, and reflects the average yield on assets and average cost of liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.
 
   
For the three months ended September 30,
 
   
2013
   
2012
 
   
Average
Balance
   
Interest
   
Yield/
Cost
   
Average
Balance
   
Interest
   
Cost
 
Assets
                                   
Interest-earning assets:
                                   
Mortgage loans, net (1)
  $ 2,948,640       39,358       5.34 %   $ 2,889,894       41,373       5.73 %
Other loans, net (1)
    338,315       3,182       3.76       285,360       3,484       4.88  
Total loans, net
    3,286,955       42,540       5.18       3,175,254       44,857       5.65  
Mortgage-backed securities
    787,680       5,732       2.91       693,001       6,765       3.90  
Other securities
    265,751       1,566       2.36       232,684       1,546       2.66  
Total securities
    1,053,431       7,298       2.77       925,685       8,311       3.59  
Interest-earning deposits and federal funds sold
    30,905       13       0.17       56,813       25       0.18  
Total interest-earning assets
    4,371,291       49,851       4.56       4,157,752       53,193       5.12  
Other assets
    250,745                       244,556                  
Total assets
  $ 4,622,036                     $ 4,402,308                  
                                                 
Liabilities and Equity
                                               
Interest-bearing liabilities:
                                               
Deposits:
                                               
Savings accounts
  $ 270,956       126       0.19     $ 306,573       150       0.20  
NOW accounts
    1,298,242       1,673       0.52       989,644       1,446       0.58  
Money market accounts
    190,262       70       0.15       172,013       75       0.17  
Certificate of deposit accounts
    1,191,574       5,898       1.98       1,504,736       8,417       2.24  
Total due to depositors
    2,951,034       7,767       1.05       2,972,966       10,088       1.36  
Mortgagors' escrow accounts
    40,596       9       0.09       35,729       9       0.10  
Total deposits
    2,991,630       7,776       1.04       3,008,695       10,097       1.34  
Borrowed funds
    989,791       5,090       2.06       782,614       5,513       2.82  
Total interest-bearing liabilities
    3,981,421       12,866       1.29       3,791,309       15,610       1.65  
Non interest-bearing deposits
    175,217                       139,562                  
Other liabilities
    44,272                       38,279                  
Total liabilities
    4,200,910                       3,969,150                  
Equity
    421,126                       433,158                  
Total liabilities and equity
  $ 4,622,036                     $ 4,402,308                  
                                                 
Net interest income / net interest rate spread
          $ 36,985       3.27 %           $ 37,583       3.47 %
                                                 
Net interest-earning assets / net interest margin
  $ 389,870               3.38 %   $ 366,443               3.62 %
                                                 
Ratio of interest-earning assets to interest-bearing liabilities
                    1.10  X                     1.10  X
 
(1)  
Loan interest income includes net amortization of deferred fees and costs, late charges, and prepayment penalties of approximately $0.9 million and $0.8 million for the three months ended September 30, 2013 and 2012, respectively.

 
- 55 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The following table sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the nine months ended September 30, 2013 and 2012, and reflects the average yield on assets and average cost of liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown.  Average balances are derived from average daily balances.  The yields include amortization of fees which are considered adjustments to yields.
 
   
For the nine months ended September 30,
 
   
2013
   
2012
 
   
Average
Balance
   
Interest
   
Yield/
Cost
   
Average
Balance
   
Interest
   
Yield/
Cost
 
Assets
                                   
Interest-earning assets:
                                   
Mortgage loans, net (1)
  $ 2,904,864       118,921       5.46 %   $ 2,902,201       127,111       5.84 %
Other loans, net (1)
    316,530       9,420       3.97       288,834       10,429       4.81  
Total loans, net
    3,221,394       128,341       5.31       3,191,035       137,540       5.75  
Mortgage-backed securities
    763,918       17,321       3.02       704,347       20,652       3.91  
Other securities
    243,472       4,516       2.47       186,165       3,747       2.68  
Total securities
    1,007,390       21,837       2.89       890,512       24,399       3.65  
Interest-earning deposits and federal funds sold
    39,669       54       0.18       43,913       53       0.16  
Total interest-earning assets
    4,268,453       150,232       4.69       4,125,460       161,992       5.24  
Other assets
    260,912                       240,724                  
Total assets
  $ 4,529,365                     $ 4,366,184                  
                                                 
Liabilities and Equity
                                               
Interest-bearing liabilities:
                                               
Deposits:
                                               
Savings accounts
  $ 277,451       389       0.19     $ 325,333       546       0.22  
NOW accounts
    1,273,909       5,044       0.53       1,001,843       4,685       0.62  
Money market accounts
    172,868       197       0.15       182,978       340       0.25  
Certificate of deposit accounts
    1,187,403       18,504       2.08       1,475,118       25,634       2.32  
Total due to depositors
    2,911,631       24,134       1.11       2,985,272       31,205       1.39  
Mortgagors' escrow accounts
    46,171       26       0.08       41,179       27       0.09  
Total deposits
    2,957,802       24,160       1.09       3,026,451       31,232       1.38  
Borrowed funds
    933,318       17,645       2.52       749,878       17,545       3.12  
Total interest-bearing liabilities
    3,891,120       41,805       1.43       3,776,329       48,777       1.72  
Non interest-bearing deposits
    162,732                       128,912                  
Other liabilities
    42,026                       35,076                  
Total liabilities
    4,095,878                       3,940,317                  
Equity
    433,487                       425,867                  
Total liabilities and equity
  $ 4,529,365                     $ 4,366,184                  
                                                 
Net interest income / net interest rate spread
          $ 108,427       3.26 %           $ 113,215       3.52 %
                                                 
Net interest-earning assets / net interest margin
  $ 377,333               3.39 %   $ 349,131               3.66 %
                                                 
Ratio of interest-earning assets to interest-bearing liabilities
                    1.10  X                     1.09  X
 
(1) 
Loan interest income includes net amortization of deferred fees and costs, late charges, and prepayment penalties of approximately $2.7 million and $2.2 million for the nine months ended September 30, 2013 and 2012, respectively.
 
 
- 56 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
LOANS

The following table sets forth the Company’s loan originations (including the net effect of refinancing) and the changes in the Company’s portfolio of loans, including purchases, sales and principal reductions for the periods indicated.

   
For the nine months ended September 30,
 
(In thousands)
 
2013
   
2012
 
             
Mortgage Loans
 
 
   
 
 
   
 
   
 
 
At beginning of period
  $ 2,906,881     $ 2,939,012  
                 
Mortgage loans originated:
               
Multi-family residential
    302,527       211,052  
Commercial real estate
    52,326       21,756  
One-to-four family – mixed-use property
    22,453       13,955  
One-to-four family – residential
    20,876       18,076  
Co-operative apartments
    4,799       1,726  
Construction
    1,951       653  
Total mortgage loans originated
    404,932       267,218  
                 
Mortgage loans purchased:
               
Commercial Loans Purchased
    452       -  
Total mortgage loans Purchased
    452       -  
                 
Less:
               
Principal and other reductions
    281,786       284,687  
Sales
    22,984       33,048  
                 
At end of period
  $ 3,007,495     $ 2,888,495  
                 
Commercial Business and Other Loans
               
                 
At beginning of period
  $ 314,494     $ 274,981  
                 
Other loans originated:
               
Small business administration
    470       513  
Taxi Medallion
    -       8  
Commercial business
    225,337       158,730  
Other
    4,028       3,323  
Total other loans originated
    229,835       162,574  
                 
Other loans purchased:
               
Taxi Medallion
    -       3,456  
Total other loans purchased
    -       3,456  
                 
Less:
               
Principal and other reductions
    164,787       148,967  
Sales and loans transferred to available for sale
    2,382       7,179  
                 
At end of period
  $ 377,160     $ 284,865  
 
 
- 57 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

TROUBLED DEBT RESTRUCUTURED AND NON-PERFORMING ASSETS

Management continues to adhere to the Bank’s conservative underwriting standards. The majority of the Bank’s non-performing loans are collateralized by residential income producing properties that are occupied, thereby retaining more of their value and reducing the potential loss. The Bank takes a proactive approach to managing delinquent loans, including conducting site examinations and encouraging borrowers to meet with a Bank representative. The Bank has been developing short-term payment plans that enable certain borrowers to bring their loans current. The Bank reviews its delinquencies on a loan by loan basis and continually explores ways to help borrowers meet their obligations and return them back to current status. 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 making concessions to the borrower that the Bank would not make in the normal course of business, such as reducing the interest rate until the next reset date, extending the amortization period thereby lowering the monthly payments, or changing the loan to interest only payments for a limited time period. At times, certain problem loans have been restructured by combining more than one of these options. The Bank believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. The Bank classifies these loans as TDR. Loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status until they have made timely payments for six consecutive months. Loans that are restructured as TDR but are not performing in accordance with the restructured terms are excluded from the TDR table below, as they are placed on non-accrual status and reported as non-performing loans.

The following table shows loans classified as TDR that are performing according to their restructured terms at the periods indicated:
 
(In thousands)
 
September 30,
2013
   
June 30,
2013
   
December 31,
2012
 
Accrual Status:
                 
Multi-family residential
  $ 2,812     $ 2,822     $ 2,348  
Commercial real estate
    3,786       3,797       3,263  
One-to-four family - mixed-use property
    2,307       2,317       2,338  
One-to-four family - residential
    367       369       374  
Construction
    1,612       1,612       3,500  
Commercial business and other
    4,368       4,403       3,849  
                         
Total
    15,252       15,320       15,672  
                         
Non-accrual status:
                       
Commercial real estate
    3,552       4,045       3,872  
One-to-four family - mixed-use property
    385       386       -  
Total
    3,937       4,431       3,872  
                         
Total performing troubled debt restructured
  $ 19,189     $ 19,751     $ 19,544  
 
During the nine months ended September 30, 2013, five loans totaling $2.2 million were restructured and classified as TDR, while $2.0 million in repayments were received.
 
Interest income on loans is recognized on the accrual basis. The accrual of income on loans is discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Additionally, uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. Loans in default 90 days or more as to their maturity date but not their payments continue to accrue interest as long as the borrower continues to remit monthly payments.
 
 
- 58 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
The following table shows non-performing assets at the periods indicated:
 
(In thousands)
 
September 30,
2013
   
June 30,
2013
   
December 31,
2012
 
Loans 90 days or more past due and still accruing:
                 
Multi-family residential
  $ 479     $ -     $ -  
Commercial real estate
    298       -       -  
One-to-four family - residential
    15       15       -  
Commercial business and other
    502       558       644  
Total
    1,294       573       644  
                         
Non-accrual loans:
                       
Multi-family residential
    18,445       19,273       16,486  
Commercial real estate
    10,653       12,676       15,640  
One-to-four family - mixed-use property
    9,854       11,272       18,280  
One-to-four family - residential
    13,229       12,158       13,726  
Co-operative apartments
    160       160       234  
Construction
    4,962       7,326       7,695  
Small business administration
    -       445       283  
Commercial business and other
    2,564       9,999       16,860  
Total
    59,867       73,309       89,204  
                         
Total non-performing loans
    61,161       73,882       89,848  
                         
Other non-performing assets:
                       
Real estate acquired through foreclosure
    3,503       2,591       5,278  
Investment securities
    3,831       4,301       3,332  
Total
    7,334       6,892       8,610  
                         
Total non-performing assets
  $ 68,495     $ 80,774     $ 98,458  
 
Included in non-accrual loans were three loans totaling $7.3 million, four loans totaling $10.1 million and seven loans totaling $11.1 million which were restructured as TDR which were not performing in accordance with their restructured terms at September 30, 2013, June 30, 2013 and December 31, 2012, respectively.
 
The Bank’s non-performing assets totaled $68.5 million at September 30, 2013, a decrease of $12.3 million from $80.8 million at June 30, 2013 and a decrease of $30.0 million from $98.5 million at December 31, 2012. Total non-performing assets as a percentage of total assets were 1.45% at September 30, 2013, 1.76% at June 30, 2013 and 2.21% at December 31, 2012. The ratio of allowance for loan losses to total non-performing loans was 50.4% at September 30, 2013, 43.8% at June 30, 2013 and 34.6% at December 31, 2012.
 
The Bank’s non-performing loans totaled $61.2 million at September 30, 2013, a decrease of $12.7 million from $73.9 million at June 30, 2013 and a decrease of $28.7 million from $89.8 million at December 31, 2012. During the three months ended September 30, 2013, 29 loans totaling $11.1 million were added to non-accrual loans, 12 loans totaling $3.6 million were returned to performing status, nine loans totaling $7.9 million were paid in full, seven loans totaling $4.3 million were sold, seven loans totaling $1.6 million were transferred to other real estate owned and charge-offs of $4.7 million were recorded on non-performing loans that were non-performing at the beginning of the third quarter of 2013.
 
Non-performing investment securities include two pooled trust preferred securities for which we are not receiving payments. At September 30, 2013, these investment securities had a combined amortized cost and market value of $8.3 million and $3.8 million, respectively.
 
 
- 59 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
The following table shows our delinquent loans that are less than 90 days past due still accruing interest and considered performing at the periods indicated:
 
   
September 30, 2013
   
December 31, 2012
 
   
60 - 89
days
   
30 - 59
days
   
60 - 89
days
   
30 - 59
days
 
   
(In thousands)
 
                         
Multi-family residential
  $ 2,864     $ 15,471     $ 4,827     $ 24,059  
Commercial real estate
    5,015       9,378       3,622       9,764  
One-to-four family - mixed-use property
    685       19,497       3,368       21,012  
One-to-four family - residential
    1,200       2,276       1,886       3,407  
Co-operative apartments
    -       -       -       -  
Construction loans
    -       -       -       2,462  
Small Business Administration
    -       148       -       404  
Taxi medallion
    -       -       -       -  
Commercial business and other
    -       -       6       2  
Total delinquent loans
  $ 9,764     $ 46,770     $ 13,709     $ 61,110  
 
CRITICIZED AND CLASSIFIED ASSETS

Our policy is to review our assets, focusing primarily on the loan portfolio, other 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 current regulatory guidelines, we designate them as “Special Mention,” which is considered a “Criticized Asset,” and “Substandard,” “Doubtful,” or “Loss,” which are considered “Classified Assets,” as deemed necessary.  We designate an asset as Substandard when a well-defined weakness is identified that jeopardizes the orderly liquidation of the debt. We designate 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 designate an asset as Loss if it is deemed the debtor is incapable of repayment.  Loans that are designated as Loss are charged to the Allowance for Loan Losses.  Assets that are non-accrual are designated as Substandard, Doubtful or Loss. We designate an asset as Special Mention if the asset does not warrant designation within one of the other categories, but does contain a potential weakness that deserves closer attention. Our total Criticized and Classified assets were $167.1 million at September 30, 2013, a decrease of $57.2 million from $224.2 million at December 31, 2012.
 
 
- 60 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The following table sets forth the Banks’ assets designated as Criticized and Classified at September 30, 2013:

(In thousands)
 
Special Mention
   
Substandard
   
Doubtful
   
Loss
   
Total
 
                               
Loans:
                             
Multi-family residential
  $ 10,848     $ 23,735     $ -     $ -     $ 34,583  
Commercial real estate
    12,885       21,300       -       -       34,185  
One-to-four family - mixed-use property
    9,656       14,931       -       -       24,587  
One-to-four family - residential
    1,714       14,753       -       -       16,467  
Co-operative apartments
    -       164       -       -       164  
Construction loans
    1,916       5,425       -       -       7,341  
Small Business Administration
    336       -       -       -       336  
Commercial business and other
    2,000       5,939       50       -       7,989  
Total loans
    39,355       86,247       50       -       125,652  
                                         
Investment Securities: (1)
                                       
Pooled trust preferred securities
    -       10,493       -       -       10,493  
Private issue trust preferred securities
    -       5,745       -       -       5,745  
Private issue CMO
    -       21,665       -       -       21,665  
Total investment securities
    -       37,903       -       -       37,903  
                                         
Other Real Estate Owned
    -       3,503       -       -       3,503  
Total
  $ 39,355     $ 127,653     $ 50     $ -     $ 167,058  

The following table sets forth the Banks’ assets designated as Criticized and Classified at December 31, 2012:
 
(In thousands)
 
Special Mention
   
Substandard
   
Doubtful
   
Loss
   
Total
 
                               
Loans:
                             
Multi-family residential
  $ 16,345     $ 22,769     $ -     $ -     $ 39,114  
Commercial real estate
    11,097       27,877       -       -       38,974  
One-to-four family - mixed-use property
    13,104       26,506       -       -       39,610  
One-to-four family - residential
    5,223       15,328       -       -       20,551  
Co-operative apartments
    103       237       -       -       340  
Construction loans
    3,805       10,598       -       -       14,403  
Small Business Administration
    323       212       244       -       779  
Commercial business and other
    3,044       18,419       1,080       -       22,543  
Total loans
    53,044       121,946       1,324       -       176,314  
                                         
Investment Securities: (1)
                                       
Pooled trust preferred securities
    -       10,419       -       -       10,419  
Private issue trust preferred securities
    -       5,770       -       -       5,770  
Private issue CMO
    -       26,429       -       -       26,429  
Total investment securities
    -       42,618       -       -       42,618  
                                         
Other Real Estate Owned
    -       5,278       -       -       5,278  
Total
  $ 53,044     $ 169,842     $ 1,324     $ -     $ 224,210  
 
(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 had a fair value of $32.7 million and $35.2 million at September 30, 2013 and December 31, 2012, respectively. Under current applicable regulatory guidelines, we are required to disclose the classified investment securities, as shown in the tables 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. Flushing Financial Corporation had one private issue trust preferred security classified as Substandard with a market value of $0.3 million at September 30, 2013 and two private issue trust preferred securities classified as Substandard with a market value of $0.8 million at December 31, 2012.

 
- 61 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
On a quarterly basis, all collateral dependent loans that are designated as Special Mention, Substandard or Doubtful are internally reviewed for impairment, based on updated cash flows for income producing properties or updated independent appraisals.  The loan balances of collateral dependent impaired loans are then compared to the loans updated fair value. The balance which exceeds fair value is generally charged-off to the allowance for loan losses.
 
We designate investment securities as Substandard when the investment grade rating by one or more of the rating agencies is below investment grade. We have designated a total of nine investment securities that are held at the Bank as Substandard at September 30, 2013. Our classified investment securities at September 30, 2013 held by the Bank include five private issue CMOs rated below investment grade by one or more of the rating agencies, three issues of pooled trust preferred securities and one private issue trust preferred security. The Investment Securities which are classified as Substandard at September 30, 2013 are securities that were rated investment grade when we purchased them. These securities have each been subsequently downgraded by at least one rating agency to below investment grade. Through September 30, 2013, two of the pooled trust preferred securities and four private issue CMOs are not paying principal and interest as scheduled. We test each of these securities quarterly for impairment, through an independent third party.

ALLOWANCE FOR LOAN LOSSES
 
We have established and maintained 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 quarterly), changes in the composition and volume of the portfolio, collection policies and experience, trends in the volume of non-accrual loans and local 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 local 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 and TDRs are considered impaired. Impaired loans secured by collateral are reviewed based on the fair value of their collateral. For non-collateralized impaired loans, management estimates any recoveries that are anticipated for each loan. 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 estimated 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 balances of collateral dependent impaired loans are then compared to the property’s updated fair value. We consider fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. The balance which exceeds fair value is generally charged-off. When evaluating a loan for impairment, we do not rely on guarantees, and the amount of impairment, if any, is based on the fair value of the collateral. We do not carry loans at a value in excess of the fair value due to a guarantee from the borrower. 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 review our loan portfolio by separate categories with 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. Impaired loans are segregated and reviewed separately. We do not carry loans at a value in excess of the fair value due to a guarantee from the borrower. 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.  Loans classified as TDR which are performing in accordance with their modified terms are evaluated based on the projected discounted cash flow of the restructured loan at the loans effective interest rate prior to restructuring. A portion of the allowance for loan losses is allocated in the amount by which the recorded investment in the TDR exceeds the discounted cash flow. For non-collateralized impaired loans, management estimates any recoveries that are anticipated for each loan. A portion of the allowance is allocated to non-collateralized loans based on these estimates. Based on the review of impaired loans, which includes loans classified as TDR, a portion of the allowance was allocated to impaired loans in the amount of $1.4 million and $1.5 million at September 30, 2013 and December 31, 2012, respectively.
 
 
- 62 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
 
General provisions are established against performing loans in our portfolio in amounts deemed prudent by management. A portion of the allowance is allocated to the remaining portfolio based on historical loss experience. The historical loss period used for this allocation was three years. Management also prepared an additional analysis to ensure that the remaining portion of the allowance for possible loan losses is sufficient to cover losses inherent in the loan portfolio. This analysis considered: (1) the current economic environment, (2) delinquency and non-accrual trends, (3) classified loan trends, (4) the risk inherent in our loan portfolio and volume and trends of loan types, (5) recent trends in charge-offs, (6) changes in underwriting standards, (7) the experience, ability and depth of our lenders, and (8) collection policies and experience. Based on these reviews, management concluded the general portion of the allowance should be $29.4 million and $29.6 million at September 30, 2013 and December 31, 2012, respectively, resulting in a total allowance of $30.8 million and $31.1 million at September 30, 2013 and December 31, 2012, respectively. The Board of Directors reviews and approves the adequacy of the allowance for loan losses on a quarterly basis. Management has concluded and the Board of Directors has concurred, that at September 30, 2013, the allowance was sufficient to absorb losses inherent in our loan portfolio.
 
 
 
- 63 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

The following table sets forth the activity in the Company's allowance for loan losses for the periods indicated:
 
   
For the nine months ended September 30,
 
(Dollars in thousands)
 
2013
   
2012
 
             
Balance at beginning of period
  $ 31,104     $ 30,344  
                 
Provision for loan losses
    12,935       16,000  
                 
Loans charged-off:
               
Multi-family residential
    (3,459 )     (5,252 )
Commercial real estate
    (905 )     (2,401 )
One-to-four family – mixed-use property
    (3,780 )     (3,401 )
One-to-four family – residential
    (695 )     (1,096 )
Co-operative apartments
    (74 )     (62 )
Construction
    (2,678 )     (2,500 )
Small Business Administration
    (426 )     (324 )
Commercial business and other
    (2,057 )     (1,488 )
Total charge-offs
    (14,074 )     (16,524 )
                 
Recoveries:
               
Multi-family residential
    155       89  
Commercial real estate
    293       249  
One-to-four family – mixed-use property
    169       337  
One-to-four family – residential
    117       29  
Co-operative apartments
    4       -  
Small Business Administration
    77       59  
Commercial business and other
    36       104  
Total recoveries
    851       867  
                 
Net charge-offs
    (13,223 )     (15,657 )
                 
Balance at end of period
  $ 30,816     $ 30,687  
                 
Ratio of net charge-offs during the period to average loans outstanding during the period
    0.55 %     0.65 %
Ratio of allowance for loan losses to gross loans at end of period
    0.91 %     0.97 %
Ratio of allowance for loan losses to non-performing assets at end of period
    44.99 %     28.56 %
Ratio of allowance for loan losses to non-performing loans at end of period
    50.39 %     30.44 %
 
 
- 64 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

RECENT PROPOSED CHANGES TO REGULATORY CAPITAL RULES
 
During July 2013, the federal bank regulatory agencies issued revised notices of proposed rulemaking ("NPRs") that would revise and replace the agencies' current capital rules. The NPRs include numerous revisions to the existing capital regulations, including, but not limited to, the following:
 
·
Revises the definition of regulatory capital components and related calculations.
 
·
Adds a new common equity tier 1 capital ratio.
 
·
Increases the minimum tier 1 capital ratio requirement from four percent to six percent.
 
·
Incorporates the revised regulatory capital requirements into the Prompt Corrective Action framework.
 
·
Implements a new capital conservation buffer that would limit payment of capital distributions and certain discretionary bonus payments to executive officers and key risk takers if the banking organization does not hold certain amounts of common equity tier 1 capital in addition to those needed to meet its minimum risk-based capital requirements.
 
·
Provides a transition period for several aspects of the proposed rule: the new minimum capital ratio requirements, the capital conservation buffer, and the regulatory capital adjustments and deductions.
 
·
Increases capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short-term loan commitments.
 
·
Removes references to credit ratings consistent with Section 939A of the Dodd-Frank Act.
 
·
Establishes due diligence requirements for securitization exposures.
 
The capital regulations would be effective January 1, 2015 for bank holding companies and banks with less than $15 billion in total assets, such as our Company and Bank. Based on our preliminary assessment of the NPRs, we believe we will see an increase in our total risk-weighted assets. However, the Company and the Banks, based on our preliminary assessment, would meet the requirements of the NPRs and will continue to be considered well-capitalized.
 
 
- 65 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Management’s Discussion and Analysis of
Financial Condition and Results of Operations

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the qualitative and quantitative disclosures about market risk, see the information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations - Interest Rate Risk."

ITEM 4.     CONTROLS AND PROCEDURES

The Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2013, the design and operation of these disclosure controls and procedures were effective.  During the period covered by this Quarterly Report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
- 66 -

 
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
 
ITEM 1.     LEGAL PROCEEDINGS

The Company is a defendant in various lawsuits.  Management of the Company, after consultation with outside legal counsel, believes that the resolution of these various matters will not result in any material adverse effect on the Company's consolidated financial condition, results of operations and cash flows.

ITEM 1A.  RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended September 30, 2013:
 
Period
 
Total
Number
of Shares
Purchased
   
Average Price
Paid per Share
   
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   
Maximum
Number of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
 
July 1 to July 31, 2013
    -     $ -       -       579,870  
August 1 to August 31, 2013
    10,000       18.01       10,000       569,870  
September 1 to September 30, 2013
    20,000       18.17       20,000       549,870  
Total
    30,000     $ 18.12       30,000          
 
During the three months ended June 30, 2013, the Company completed the common stock repurchase program that was approved by the Company’s Board of Directors on September 20, 2011. On May 22, 2013, the Company announced the authorization by the Board of Directors of a new common stock repurchase program which authorizes the purchase of up to 1,000,000 shares of its common stock.  The repurchase program does not have an expiration date or a maximum dollar amount that may be paid to repurchase the common shares.  Stock repurchases under this program will be made from time to time, on the open market or in privately negotiated transactions, at the discretion of the management of the Company.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.     OTHER INFORMATION

None.
 
 
- 67 -

 
  PART II – OTHER INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
ITEM 6.     EXHIBITS

Exhibit  No.
Description
     
 
2.1
Agreement and Plan of Merger dated as of December 20, 2005 by and between Flushing Financial Corporation and Atlantic Liberty Financial Corp. (7)
 
3.1
Certificate of Incorporation of Flushing Financial Corporation (1)
 
3.2
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
 
3.3
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (6)
 
3.4
Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
 
3.5
Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
 
3.6
By-Laws of Flushing Financial Corporation (1)
 
4.1
Rights Agreement, dated as of September 8, 2006, between Flushing Financial Corporation and Computershare Trust Company N.A., as Rights Agent, which includes the form of Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (5)
 
4.2
Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
 
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
 
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
 
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
 
101.INS
XBRL Instance Document (filed herewith)
 
101.SCH
XBRL Taxonomy Extension Schema Document (filed herewith)
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
 
(1) Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed  September 1, 1995, Registration No. 33-96488.
(2) Incorporated by reference to Exhibits filed with Form 8-K filed September 26, 2006.
(3) Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2002.
(5) Incorporated by reference to Exhibit filed with Form 8-K filed September 11, 2006.
(6) Incorporated by reference to Exhibit filed with Form 10-K filed March 15, 2012.
(7) Incorporated by reference to Exhibit filed with Form 8-K filed December 23, 2005.
 
 
- 68 -

 
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
  Flushing Financial Corporation,
   
   
   
Dated: November 12, 2013 By: /s/John R. Buran
  John R. Buran
  President and Chief Executive Officer
   
   
Dated: November 12, 2013 By: /s/David W. Fry
  David W. Fry
  Executive Vice President, Treasurer and
  Chief Financial Officer
 
 
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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
EXHIBIT INDEX

Exhibit  No.
Description
     
 
2.1
Agreement and Plan of Merger dated as of December 20, 2005 by and between Flushing Financial Corporation and Atlantic Liberty Financial Corp. (7)
 
3.1
Certificate of Incorporation of Flushing Financial Corporation (1)
 
3.2
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
 
3.3
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (6)
 
3.4
Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
 
3.5
Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
 
3.6
By-Laws of Flushing Financial Corporation (1)
 
4.1
Rights Agreement, dated as of September 8, 2006, between Flushing Financial Corporation and Computershare Trust Company N.A., as Rights Agent, which includes the form of Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (5)
 
4.2
Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
 
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
 
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
 
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
 
101.INS
XBRL Instance Document (filed herewith)
 
101.SCH
XBRL Taxonomy Extension Schema Document (filed herewith)
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
 
(1) Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488.
(2) Incorporated by reference to Exhibits filed with Form 8-K filed September 26, 2006.
(3) Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2002.
(5) Incorporated by reference to Exhibit filed with Form 8-K filed September 11, 2006.
(6) Incorporated by reference to Exhibit filed with Form 10-K filed March 15, 2012.
(7) Incorporated by reference to Exhibit filed with Form 8-K filed December 23, 2005.
 
 
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