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FLUSHING FINANCIAL CORP - Quarter Report: 2019 June (Form 10-Q)

ffic20190630_10q.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 June 30, 2019

 

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.)

 

220 RXR Plaza, Uniondale, New York 11556

(Address of principal executive offices)

 

(718) 961-5400

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FFIC

The Nasdaq Stock Market LLC

 

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 every Interactive Data File required to be submitted 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 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    X  

Non-accelerated filer __

Emerging growth company __ 

Accelerated filer __

Smaller reporting company __ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act.__

 

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 July 31, 2019 was 28,187,922.

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

PAGE

PART I — FINANCIAL INFORMATION

 

ITEM 1. Financial Statements - (Unaudited)

 

Consolidated Statements of Financial Condition

1

Consolidated Statements of Income

2

Consolidated Statements of Comprehensive Income

3

Consolidated Statements of Cash Flows

4

Consolidated Statements of Changes in Stockholders’ Equity

5

Notes to Consolidated Financial Statements

6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

47

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

62

ITEM 4. Controls and Procedures

62

PART II — OTHER INFORMATION

 

ITEM 1. Legal Proceedings

63

ITEM 1A. Risk Factors

63

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

63

ITEM 3. Defaults Upon Senior Securities

63

ITEM 4. Mine Safety Disclosures

63

ITEM 5. Other Information

63

ITEM 6. Exhibits

64

SIGNATURES

65

 

 

 

 

 

 

 

i

 

 

 

 

PART I – FINANCIAL INFORMATION

 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Financial Condition

(Unaudited)

Item 1. Financial Statements

 

 

   

June 30,

   

December 31,

 
   

2019

   

2018

 
   

(Dollars in thousands, except per share data)

 

Assets

               

Cash and due from banks

  $ 56,484     $ 118,561  

Securities held-to-maturity:

               

Mortgage-backed securities (including assets pledged of $7,447 and $4,796 at June 30, 2019 and December 31, 2018, respectively; fair value of $8,038 and $7,366 at June 30, 2019 and December 31, 2018, respectively)

    7,944       7,953  

Other securities (none pledged; fair value of $54,131 and $22,508 at June 30, 2019 and December 31, 2018, respectively)

    52,242       24,065  

Securities available for sale, at fair value:

               

Mortgage-backed securities (including assets pledged of $226,071 and $152,670 at June 30, 2019 and December 31, 2018, respectively; $848 and $967 at fair value pursuant to the fair value option at June 30, 2019 and December 31, 2018, respectively)

    554,481       557,953  

Other securities (including assets pledged of none and $28,871 at June 30, 2019 and December 31, 2018, respectively; $13,346 and $12,843 at fair value pursuant to the fair value option at June 30, 2019 and December 31, 2018, respectively)

    254,172       264,702  

Loans:

               

Multi-family residential

    2,263,875       2,269,048  

Commercial real estate

    1,524,693       1,542,547  

One-to-four family — mixed-use property

    582,264       577,741  

One-to-four family — residential

    184,024       190,350  

Co-operative apartments

    8,137       8,498  

Construction

    58,503       50,600  

Small Business Administration

    14,511       15,210  

Taxi medallion

    3,555       4,539  

Commercial business and other

    983,573       877,763  

Net unamortized premiums and unearned loan fees

    15,278       15,188  

Allowance for loan losses

    (21,510 )     (20,945 )

Net loans

    5,616,903       5,530,539  

Interest and dividends receivable

    26,552       25,485  

Bank premises and equipment, net

    28,623       30,418  

Federal Home Loan Bank of New York stock, at cost

    63,029       57,282  

Bank owned life insurance

    157,604       131,788  

Goodwill

    16,127       16,127  

Other real estate owned, net

    239       -  

Right of Use Asset

    42,557       -  

Other assets

    68,677       69,303  

Total assets

  $ 6,945,634     $ 6,834,176  
                 

Liabilities

               

Due to depositors:

               

Non-interest bearing

  $ 413,813     $ 413,747  

Interest-bearing

    4,411,903       4,502,176  

Total Deposits

    4,825,716       4,915,923  

Mortgagors' escrow deposits

    52,201       44,861  

Borrowed funds:

               

Federal Home Loan Bank advances

    1,254,318       1,134,993  

Subordinated debentures

    74,158       74,001  

Junior subordinated debentures, at fair value

    43,414       41,849  

Total borrowed funds

    1,371,890       1,250,843  

Operating lease liability

    50,898       -  

Other liabilities

    79,539       73,085  

Total liabilities

    6,380,244       6,284,712  
                 

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 June, 30, 2019 and December 31, 2018; 28,187,922 shares and 27,983,637 shares outstanding at June 30, 2019 and December 31, 2018, respectively)

    315       315  

Additional paid-in capital

    224,231       222,720  

Treasury stock, at average cost (3,342,673 shares and 3,546,958 shares at June 30, 2019 and December 31, 2018, respectively)

    (70,913 )     (75,146 )

Retained earnings

    422,373       414,327  

Accumulated other comprehensive loss, net of taxes

    (10,616 )     (12,752 )

Total stockholders' equity

    565,390       549,464  
                 

Total liabilities and stockholders' equity

  $ 6,945,634     $ 6,834,176  

 

 

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

   

For the six months

 
   

ended June 30,

   

ended June 30,

 

(Dollars in thousands, except per share data)

 

2019

   

2018

   

2019

   

2018

 
                                 

Interest and dividend income

                               

Interest and fees on loans

  $ 62,273     $ 57,322     $ 124,603     $ 112,339  

Interest and dividends on securities:

                               

Interest

    6,811       5,616       13,720       11,084  

Dividends

    19       17       38       31  

Other interest income

    472       338       1,027       625  

Total interest and dividend income

    69,575       63,293       139,388       124,079  
                                 

Interest expense

                               

Deposits

    22,827       14,788       44,296       26,898  

Other interest expense

    6,739       5,865       13,280       11,932  

Total interest expense

    29,566       20,653       57,576       38,830  
                                 

Net interest income

    40,009       42,640       81,812       85,249  

Provision for loan losses

    1,474       -       2,446       153  

Net interest income after provision for loan losses

    38,535       42,640       79,366       85,096  
                                 

Non-interest income

                               

Banking services fee income

    1,059       1,000       2,032       1,948  

Net loss on sale of securities

    (15 )     -       (15 )     -  

Net gain on sale of loans

    114       421       177       158  

Net gain on sale of assets

    770       -       770       -  

Net loss from fair value adjustments

    (1,956 )     (267 )     (4,036 )     (367 )

Federal Home Loan Bank of New York stock dividends

    826       881       1,729       1,757  

Life insurance proceeds

    -       -       43       776  

Bank owned life insurance

    810       776       1,550       1,538  

Other income

    843       357       1,144       558  

Total non-interest income

    2,451       3,168       3,394       6,368  
                                 

Non-interest expense

                               

Salaries and employee benefits

    15,668       15,291       34,834       33,746  

Occupancy and equipment

    2,742       2,476       5,531       5,053  

Professional services

    1,806       2,439       4,071       4,624  

FDIC deposit insurance

    667       547       1,152       1,047  

Data processing

    1,420       1,426       2,912       2,827  

Depreciation and amortization

    1,497       1,455       3,015       2,844  

Other real estate owned/foreclosure expense

    20       40       97       136  

Net gain from sales of real estate owned

    -       (27 )     -       (27 )

Other operating expenses

    3,338       3,749       7,965       8,440  

Total non-interest expense

    27,158       27,396       59,577       58,690  
                                 

Income before income taxes

    13,828       18,412       23,183       32,774  
                                 

Provision for income taxes

                               

Federal

    2,981       3,311       4,924       5,918  

State and local

    291       1,178       635       1,521  

Total taxes

    3,272       4,489       5,559       7,439  
                                 

Net income

  $ 10,556     $ 13,923     $ 17,624     $ 25,335  
                                 
                                 

Basic earnings per common share

  $ 0.37     $ 0.48     $ 0.61     $ 0.88  

Diluted earnings per common share

  $ 0.37     $ 0.48     $ 0.61     $ 0.88  

Dividends per common share

  $ 0.21     $ 0.20     $ 0.42     $ 0.40  

 

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

   

For the six months ended

 
   

June 30,

   

June 30,

 

(In thousands)

 

2019

   

2018

   

2019

   

2018

 
                                 

Net income

  $ 10,556     $ 13,923     $ 17,624     $ 25,335  
                                 

Other comprehensive income (loss), net of tax:

                               
                                 

Amortization of actuarial losses, net of taxes of ($9) and ($43) for the three months ended June 30, 2019 and 2018, respectively and of ($19) and ($84) for the six months ended June 30, 2019 and 2018, respectively.

    22       90       44       181  
                                 

Amortization of prior service credits, net of taxes of $6 and $3 for the three months ended June 30, 2019 and 2018, respectively and of $13 and $6 for the six months ended June 30, 2019 and 2018, respectively.

    (14 )     (6 )     (29 )     (13 )
                                 

Net unrealized gains (losses) on securities, net of taxes of ($2,796) and $1,388 for three months ended June 30, 2019 and 2018, respectively and of ($5,320) and $4,443 for six months ended June 30, 2019 and 2018, respectively.

    6,204       (3,014 )     11,824       (9,654 )
                                 

Reclassification adjustment for net losses included in income, net of taxes of ($5) for the three and six months ended June 30, 2019.

    10       -       10       -  
                                 

Net unrealized (losses) gains on cash flow hedges, net of taxes of $2,844 and ($961) for the three months ended June 30, 2019 and 2018, respectively and of $4,419 and ($3,565) for the six months ended June 30, 2019 and 2018, respectively.

    (6,331 )     2,085       (9,836 )     7,746  
                                 

Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of ($16) and ($6) for the three months ended June 30, 2019 and 2018, respectively and of $(55) and ($6) for six months ended June 30, 2019 and 2018, respectively.

    35       13       123       13  
                                 

Total other comprehensive income (loss), net of tax

    (74 )     (832 )     2,136       (1,727 )
                                 

Comprehensive income

  $ 10,482     $ 13,091     $ 19,760     $ 23,608  

 

 

 

 

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 six months ended

 
   

June 30,

 

(In thousands)

 

2019

   

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 17,624     $ 25,335  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Provision for loan losses

    2,446       153  

Depreciation and amortization of bank premises and equipment

    3,015       2,844  

Amortization of premium, net of accretion of discount

    2,831       4,463  

Net loss from fair value adjustments

    4,036       367  

Net loss from fair value adjustments on qualifying hedges

    1,455       -  

Net gain from sale of loans

    (177 )     (158 )

Net loss from sale of securities

    15       -  

Net gain from sale of asset

    (770 )     -  

Net gain from sale of OREO

    -       (27 )

Income from bank owned life insurance

    (1,550 )     (1,538 )

Life insurance proceeds

    (43 )     (776 )

Stock-based compensation expense

    5,246       4,680  

Deferred compensation

    (1,634 )     (1,815 )

Deferred income tax benefit

    (1,390 )     (415 )

Increase in other liabilities

    172       840  

Decrease in other assets

    1,975       2,747  

Net cash provided by operating activities

    33,251       36,700  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchases of bank premises and equipment

    (1,220 )     (2,666 )

Net (purchases) redemptions of Federal Home Loan Bank of New York shares

    (5,747 )     2,705  

Purchases of securities held-to-maturity

    (30,030 )     (353 )

Proceeds from maturities and calls of securities held-to-maturity

    1,568       45  

Proceeds from prepayments of securities held-to-maturity

    290       -  

Purchases of securities available for sale

    (72,494 )     (57,265 )

Proceeds from sales and calls of securities available for sale

    59,493       10,000  

Proceeds from maturities and prepayments of securities available for sale

    43,357       40,915  

Proceeds from sale of assets

    813       -  

Proceeds from bank owned life insurance

    777       2,741  

Purchase of bank owned life insurance

    (25,000 )     -  

Net repayments (originations) of loans

    22,741       (81,420 )

Purchases of loans

    (115,550 )     (110,140 )

Proceeds from sale of real estate owned

    -       665  

Proceeds from sale of loans

    3,239       10,200  

Net cash used in investing activities

    (117,763 )     (184,573 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Net increase in non-interest bearing deposits

    66       3,198  

Net (decrease) increase in interest-bearing deposits

    (90,398 )     214,773  

Net increase in mortgagors' escrow deposits

    7,340       8,175  

Net proceeds from short-term borrowed funds

    165,750       73,500  

Proceeds from long-term borrowings

    14,950       25,000  

Repayment of long-term borrowings

    (61,310 )     (160,084 )

Purchases of treasury stock

    (1,885 )     (13,889 )

Proceeds from issuance of common stock upon exercise of stock options

    3       6  

Cash dividends paid

    (12,081 )     (11,547 )

Net cash provided by financing activities

    22,435       139,132  
                 

Net decrease in cash and cash equivalents

    (62,077 )     (8,741 )

Cash and cash equivalents, beginning of period

    118,561       51,546  

Cash and cash equivalents, end of period

  $ 56,484     $ 42,805  
                 

SUPPLEMENTAL CASH FLOW DISCLOSURE

               

Interest paid

  $ 56,117     $ 36,296  

Income taxes paid

    2,776       3,103  

Taxes paid if excess tax benefits were not tax deductible

    2,743       3,739  

Non-cash activities:

               

Loans transferred to Other Real Estate Owned or Other Assets

    239       673  

Reclassification of the Income tax effects of Tax Cuts and Jobs Act from AOCI to Retained Earnings

    -       2,073  

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

- 4 -

 

 

 

PART I – FINANCIAL INFORMATION 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

 (Unaudited)

 

(Dollars in thousands, except per share data)

 

Total

    Common
Stock
    Additional
Paid-in Capital
    Retained
Earnings
    Treasury
Stock
    Accumulated Other
Comprehensive
Income (Loss)
 
                                                 
                                                 

Balance at December 31, 2018

  $ 549,464     $ 315     $ 222,720     $ 414,327     $ (75,146 )   $ (12,752 )

Impact of adoption of ASC 842 - Leases

    2,716       -       -       2,716       -       -  

Net income

    7,068       -       -       7,068       -       -  

Award of common shares released from Employee Benefit Trust (138,775 shares)

    2,086       -       2,086       -       -       -  

Vesting of restricted stock unit awards (287,155 shares)

    -       -       (5,878 )     (210 )     6,088       -  

Exercise of stock options (300 shares)

    3       -       -       (3 )     6       -  

Stock-based compensation expense

    3,931       -       3,931       -       -       -  

Repurchase of shares to satisfy tax obligation (83,908 shares)

    (1,877 )     -       -       -       (1,877 )     -  

Dividends on common stock ($0.21 per share)

    (6,042 )     -       -       (6,042 )     -       -  

Other comprehensive income

    2,210       -       -       -       -       2,210  

Balance at March 31, 2019

    559,559       315       222,859       417,856       (70,929 )     (10,542 )

Net income

    10,556       -       -       10,556       -       -  

Award of common shares released from Employee Benefit Trust (5,568 shares)

    81       -       81       -       -       -  

Vesting of restricted stock unit awards (1,120 shares)

    -       -       (24 )     -       24       -  

Stock-based compensation expense

    1,315       -       1,315       -       -       -  

Repurchase of shares to satisfy tax obligation (382 shares)

    (8 )     -       -       -       (8 )     -  

Dividends on common stock ($0.21 per share)

    (6,039 )     -       -       (6,039 )     -       -  

Other comprehensive loss

    (74 )     -       -       -       -       (74 )

Balance at June 30, 2019

  $ 565,390     $ 315     $ 224,231     $ 422,373     $ (70,913 )   $ (10,616 )

 

 

 

(Dollars in thousands, except per share data)

 

Total

    Common
Stock
    Additional
Paid-in Capital
    Retained
Earnings
    Treasury
Stock
    Accumulated Other
Comprehensive
Income (Loss)
 

Balance at December 31, 2017

  $ 532,608     $ 315     $ 217,906     $ 381,048     $ (57,675 )   $ (8,986 )

Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act from Accumulated Other Comprehensive Income (Loss) to Retained Earnings

    -       -       -       2,073       -       (2,073 )

Impact of adoption of Accounting Standard Update 2016-01

    -       -       -       (775 )     -       775  

Net income

    11,412       -       -       11,412       -       -  

Award of common shares released from Employee Benefit Trust (116,229 shares)

    2,488       -       2,488       -       -       -  

Vesting of restricted stock unit awards (248,877 shares)

    -       -       (4,731 )     (170 )     4,901       -  

Stock-based compensation expense

    3,452       -       3,452       -       -       -  

Purchase of treasury shares (217,863 shares)

    (5,913 )     -       -       -       (5,913 )     -  

Repurchase of shares to satisfy tax obligation (72,837 shares)

    (2,050 )     -       -       -       (2,050 )     -  

Dividends on common stock ($0.20 per share)

    (5,795 )     -       -       (5,795 )     -       -  

Other comprehensive loss

    (895 )     -       -       -       -       (895 )

Balance at March 31, 2018

    535,307       315       219,115       387,793       (60,737 )     (11,179 )
                                                 

Impact of adoption of Accounting Standard Update 2016-01

    -       -       -       (4 )     -       4  

Net income

    13,923       -       -       13,923       -       -  

Award of common shares released from Employee Benefit Trust (4,455 shares)

    90       -       90       -       -       -  

Exercise of stock options (600 shares)

    6       -       (1 )     -       7       -  

Stock-based compensation expense

    1,228       -       1,228       -       -       -  

Purchase of treasury shares (227,581 shares)

    (5,925 )     -       -       -       (5,925 )     -  

Repurchase of shares to satisfy tax obligation (32 shares)

    (1 )     -       -       -       (1 )     -  

Dividends on common stock ($0.20 per share)

    (5,752 )     -       -       (5,752 )     -       -  

Other comprehensive loss

    (832 )     -       -       -       -       (832 )

Balance at June 30, 2018

  $ 538,044     $ 315     $ 220,432     $ 395,960     $ (66,656 )   $ (12,007 )

 

 

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

 

The primary business of Flushing Financial Corporation (the “Holding Company”), a Delaware corporation, is the operation of its wholly owned subsidiary, Flushing Bank (the “Bank”).

 

The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of 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., which are collectively herein referred to as “we,” “us,” “our” and the “Company.”

 

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 any 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 that 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, 2018.

 

When necessary, certain reclassifications were made to prior-year amounts to conform to the current-year presentation.

 

 

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 review of the need for a valuation allowance of the Company’s deferred tax assets, the fair value of financial instruments and the evaluation of other-than-temporary impairment (“OTTI”) on securities. Actual results could differ from these estimates.

 

 

3.     Earnings Per Share

 

Earnings per common share have been computed based on the following:

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
   

(Dollars in thousands, except per share data)

 

Net income, as reported

  $ 10,556     $ 13,923     $ 17,624     $ 25,335  

Divided by:

                               

Weighted average common shares outstanding

    28,761       28,845       28,691       28,909  

Weighted average common stock equivalents

    -       1       -       1  

Total weighted average common shares outstanding and common stock equivalents

    28,761       28,846       28,691       28,910  
                                 

Basic earnings per common share

  $ 0.37     $ 0.48     $ 0.61     $ 0.88  

Diluted earnings per common share (1)

  $ 0.37     $ 0.48     $ 0.61     $ 0.88  

Dividend payout ratio

    56.8 %     41.7 %     68.9 %     45.5 %

 

 

(1)

For the three and six months ended June 30, 2019 and 2018, there were no common stock equivalents that were anti-dilutive.

 

- 6 -

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

4.     Securities

 

The Company did not hold any trading securities at June 30, 2019 and December 31, 2018. Securities available for sale are recorded at fair value. Securities held-to-maturity are recorded at amortized cost.

 

The following table summarizes the Company’s portfolio of securities held-to-maturity at June 30, 2019:

 

                   

Gross

   

Gross

 
   

Amortized

           

Unrealized

   

Unrealized

 
   

Cost

   

Fair Value

   

Gains

   

Losses

 
   

(In thousands)

 

Securities held-to-maturity:

                               

Municipals

  $ 52,242     $ 54,131     $ 1,889     $ -  
                                 

Total other securities

    52,242       54,131       1,889       -  
                                 

FNMA

    7,944       8,038       94       -  
                                 

Total mortgage-backed securities

    7,944       8,038       94       -  

Total

  $ 60,186     $ 62,169     $ 1,983     $ -  

 

 

The following table summarizes the Company’s portfolio of securities held-to-maturity at December 31, 2018:

 

                   

Gross

   

Gross

 
   

Amortized

           

Unrealized

   

Unrealized

 
   

Cost

   

Fair Value

   

Gains

   

Losses

 
   

(In thousands)

 

Securities held-to-maturity:

                               

Municipals

  $ 24,065     $ 22,508     $ -     $ 1,557  
                                 

Total other securities

    24,065       22,508       -       1,557  
                                 

FNMA

    7,953       7,366       -       587  
                                 

Total mortgage-backed securities

    7,953       7,366       -       587  

Total

  $ 32,018     $ 29,874     $ -     $ 2,144  

 

 

- 7 -


 

 

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 June 30, 2019:

 

                   

Gross

   

Gross

 
   

Amortized

           

Unrealized

   

Unrealized

 
   

Cost

   

Fair Value

   

Gains

   

Losses

 
   

(In thousands)

 

Corporate

  $ 130,000     $ 122,036     $ -     $ 7,964  

Municipals

    18,908       19,141       233       -  

Mutual funds

    12,042       12,042       -       -  

Collateralized loan obligations

    100,324       99,650       60       734  
Other     1,303       1,303       -       -  

Total other securities

    262,577       254,172       293       8,698  

REMIC and CMO

    370,689       372,761       3,181       1,109  

GNMA

    734       790       56       -  

FNMA

    96,445       96,445       572       572  

FHLMC

    83,731       84,485       1,012       258  

Total mortgage-backed securities

    551,599       554,481       4,821       1,939  

Total securities available for sale

  $ 814,176     $ 808,653     $ 5,114     $ 10,637  

 

 

The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2018:

 

                   

Gross

   

Gross

 
   

Amortized

           

Unrealized

   

Unrealized

 
   

Cost

   

Fair Value

   

Gains

   

Losses

 
   

(In thousands)

 

Corporate

  $ 130,000     $ 118,535     $ -     $ 11,465  

Municipals

    46,231       46,574       343       -  

Mutual funds

    11,586       11,586       -       -  

Collateralized loan obligations

    88,396       86,751       -       1,645  
Other     1,256       1,256       -       -  

Total other securities

    277,469       264,702       343       13,110  

REMIC and CMO

    382,632       376,340       885       7,177  

GNMA

    785       826       41       -  

FNMA

    94,069       91,693       72       2,448  

FHLMC

    90,377       89,094       113       1,396  

Total mortgage-backed securities

    567,863       557,953       1,111       11,021  

Total securities available for sale

  $ 845,332     $ 822,655     $ 1,454     $ 24,131  

 

 

We did not hold any private issue CMO’s that are collateralized by commercial real estate mortgages at June 30, 2019 and December 31, 2018.

 

The corporate securities held by the Company at June 30, 2019 and December 31, 2018 are issued by U.S. banking institutions.

 

 

- 8 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables detail the amortized cost and fair value of the Company’s securities classified as held-to-maturity and available for sale at June 30, 2019, by contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   

Amortized

         

Securities held-to-maturity:

 

Cost

   

Fair Value

 
   

(In thousands)

 
                 

Due in one year or less

  $ 1,180     $ 1,180  

Due after ten years

    51,062       52,951  
                 

Total other securities

    52,242       54,131  

Mortgage-backed securities

    7,944       8,038  
                 

Total

  $ 60,186     $ 62,169  

 

 

   

Amortized

         

Securities available for sale:

 

Cost

   

Fair Value

 
   

(In thousands)

 
                 

Due after one year through five years

  $ 10,000     $ 9,683  

Due after five years through ten years

    137,910       130,259  

Due after ten years

    102,625       102,188  
                 

Total other securities

    250,535       242,130  

Mutual funds

    12,042       12,042  

Mortgage-backed securities

    551,599       554,481  
                 

Total

  $ 814,176     $ 808,653  

 

 

- 9 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables show the Company’s 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 the dates indicated:

 

   

At June 30, 2019

 
   

Total

   

Less than 12 months

   

12 months or more

 
                   

Unrealized

           

Unrealized

           

Unrealized

 
   

Count

   

Fair Value

   

Losses

   

Fair Value

   

Losses

   

Fair Value

   

Losses

 
           

(Dollars in thousands)

 

Available for sale securities

                                                       

Corporate

    16     $ 122,036     $ 7,964     $ 19,720     $ 280     $ 102,316     $ 7,684  

CLO

    10       80,046       734       80,046       734       -       -  

Total other securities

    26       202,082       8,698       99,766       1,014       102,316       7,684  
                                                         

REMIC and CMO

    19       126,261       1,109       38,059       95       88,202       1,014  

FNMA

    5       60,396       572       -       -       60,396       572  

FHLMC

    2       40,398       258       -       -       40,398       258  

Total mortgage-backed securities

    26       227,055       1,939       38,059       95       188,996       1,844  

Total

    52     $ 429,137     $ 10,637     $ 137,825     $ 1,109     $ 291,312     $ 9,528  

 

   

At December 31, 2018

 
   

Total

   

Less than 12 months

   

12 months or more

 
                   

Unrealized

           

Unrealized

           

Unrealized

 
   

Count

   

Fair Value

   

Losses

   

Fair Value

   

Losses

   

Fair Value

   

Losses

 
   

(Dollars in thousands)

 

Held-to-maturity securities

                                                       
                                                         

Municipals

    1     $ 19,940     $ 1,557     $ -     $ -     $ 19,940     $ 1,557  

Total other securities

    1       19,940       1,557       -       -       19,940       1,557  
                                                         

FNMA

    1       7,366       587       -       -       7,366       587  

Total mortgage-backed securities

    1       7,366       587       -       -       7,366       587  
                                                         

Total securities held-to-maturity

    2     $ 27,306     $ 2,144     $ -     $ -     $ 27,306     $ 2,144  
                                                         

Available for sale securities

                                                       

Corporate

    16     $ 118,535     $ 11,465     $ 19,113     $ 888     $ 99,422     $ 10,577  

Municipals

    3       4,220       -       4,220       -       -       -  

CLO

    11       86,752       1,645       86,752       1,645       -       -  

Total other securities

    30       209,507       13,110       110,085       2,533       99,422       10,577  
                                                         

REMIC and CMO

    39       243,756       7,177       17,308       200       226,448       6,977  

GNMA

    1       51       -       51       -       -       -  

FNMA

    14       85,046       2,448       6,372       17       78,674       2,431  

FHLMC

    3       51,288       1,396       10,116       95       41,172       1,301  

Total mortgage-backed securities

    57       380,141       11,021       33,847       312       346,294       10,709  

Total securities available for sale

    87     $ 589,648     $ 24,131     $ 143,932     $ 2,845     $ 445,716     $ 21,286  

 

- 10 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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 in an unrealized loss position, 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 loss (“AOCL”) within Stockholders’ Equity. Unrealized losses on available for sale securities, that are deemed to be temporary, are recorded in AOCL, net of tax.

 

The Company reviewed each investment that had an unrealized loss at June 30, 2019 and December 31, 2018. The unrealized losses in held-to-maturity municipal securities at December 31, 2018 were caused by illiquidity in the market and movements in interest rates. The unrealized losses in held-to-maturity FNMA securities at December 31, 2018 were caused by movements in interest rates. The unrealized losses in securities available for sale at June 30, 2019 and December 31, 2018 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 June 30, 2019 and December 31, 2018.

 

Realized gains and losses on the sales of securities are determined using the specific identification method. The Company sold $26.4 million in mortgage-backed securities during the three and six months ended June 30, 2019. The Company did not sell any securities during the three and six months ended June 30, 2018.

 

The following table represents the gross gains and gross losses realized from the sale of securities available for sale for the periods indicated:

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
   

(In thousands)

 

Gross gains from the sale of securities

  $ 423     $ -     $ 423     $ -  

Gross losses from the sale of securities

    (438 )     -       (438 )     -  
                                 

Net losses from the sale of securities

  $ (15 )   $ -     $ (15 )   $ -  

 

 

 

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. Loan fees and certain loan origination costs are deferred. 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.

 

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. Payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. 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 likely to occur.

 

- 11 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company recognizes a loan as non-performing when the borrower has demonstrated the inability to bring the loan current, or due to other circumstances which, in management’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 the loan is well secured and there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. Prior to a real estate secured loan becoming 90 days delinquent, an updated appraisal is ordered and/or an internal evaluation is prepared.

 

A loan is considered impaired when, based upon current information, the Company believes it is probable that it will be unable to collect all amounts due, both principal and interest, in accordance with the original 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, as a practical expedient, the fair value of the collateral if the loan is collateral dependent. All non-accrual loans are considered impaired.

 

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. An unallocated component may at times be maintained to cover uncertainties that could affect management's estimate of probable losses. When necessary an unallocated component of the allowance will reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The allowance is established through charges to earnings in the form of 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), current economic conditions, delinquency and non-accrual trends, classified loan levels, risk in the portfolio and volumes and trends in loan types, recent trends in charge-offs, changes in underwriting standards, experience, ability and depth of the Company’s lenders, collection policies and experience, internal loan review function and other external factors. 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 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. During the three months ended June 30, 2019, we changed our methodology for reviewing our loan portfolio, to further segregate the commercial business and other portfolio into two separate categories. The decision to separate was based on the risk characteristics and loss history being different between the two categories. The impact of this change in methodology reduced the ALLL by approximately $0.4 million from what would have been recorded if we did not change our methodology. Impaired loans are segregated and reviewed separately.

 

The Company reviews each impaired loan on an individual basis to determine if either a charge-off or a valuation allowance needs to be allocated to the loan. The Company does not charge-off or allocate a valuation allowance to loans for which management has concluded the current value of the underlying collateral will allow for recovery of the loan balance through the sale of the loan or by foreclosure and sale of the property.

 

The Company considers fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. The 85% is based on the actual net proceeds the Bank has received from the sale of other real estate owned (“OREO”) as a percentage of OREO’s appraised value. For collateral dependent taxi medallion loans, the Company considers fair value to be the value of the underlying medallion based upon the most recently reported arm’s length sales transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates. For both collateral dependent mortgage loans and taxi medallion loans, the amount by which the loan’s book value exceeds fair value is charged-off.

 

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 prepared 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.

 

The Company may restructure a loan to enable a borrower experiencing financial difficulties 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”).

 

- 12 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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-accrual performing TDR loans until they have made timely payments for six consecutive months. These restructurings have not included a reduction of principal balance.

 

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 loan which is collateral dependent, the fair value of the collateral. At June 30, 2019, there were no commitments to lend additional funds to borrowers whose loans were modified to a TDR. 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 loan modifications as TDR during three and six months ended June 30, 2019 and 2018.

 

The following table shows our recorded investment for loans classified as TDR that are performing according to their restructured terms at the periods indicated:

 

   

June 30, 2019

   

December 31, 2018

 
   

Number

   

Recorded

   

Number

   

Recorded

 

(Dollars in thousands)

 

of contracts

   

investment

   

of contracts

   

investment

 
                                 

Multi-family residential

    7     $ 1,894       7     $ 1,916  

One-to-four family - mixed-use property

    5       1,660       5       1,692  

One-to-four family - residential

    3       542       3       552  

Taxi medallion (1)

    8       2,193       15       3,926  

Commercial business and other

    -       -       1       279  

Total performing troubled debt restructured

    23     $ 6,289       31     $ 8,365  

 

 

(1)

Taxi medallion loans in the table above continue to pay as agreed, however the company records interest received on a cash basis.

 

 

During the three and six months ended June 30, 2019 and 2018, there were no defaults of TDR loans within 12 months of their modification date. During the six months ended June 30, 2018, we sold one commercial real estate TDR loan totaling $1.8 million, for a loss of $0.3 million and foreclosed on one taxi medallion TDR loan of $35,000, which is included in “Other Assets”.

 

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:

 

   

June 30, 2019

   

December 31, 2018

 
   

Number

   

Recorded

   

Number

   

Recorded

 

(Dollars in thousands)

 

of contracts

   

investment

   

of contracts

   

investment

 
                                 

Multi-family residential

    1     $ 391       1     $ 388  

Taxi medallion

    3       766       -       -  

Commercial business and other

    2       408       1       1,397  

Total troubled debt restructurings that subsequently defaulted

    6     $ 1,565       2     $ 1,785  

 

- 13 -

 

 

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:

 

   

June 30,

   

December 31,

 

(In thousands)

 

2019

   

2018

 
                 

Non-accrual mortgage loans:

               

Multi-family residential

  $ 2,008     $ 2,410  

Commercial real estate

    1,488       1,379  

One-to-four family - mixed-use property

    1,752       928  

One-to-four family - residential

    5,411       6,144  

Total

    10,659       10,861  
                 

Non-accrual non-mortgage loans:

               

Small Business Administration

    1,224       1,267  

Taxi medallion

    1,361       613  

Commercial business and other

    2,458       3,512  

Total

    5,043       5,392  
                 

Total non-accrual loans

    15,702       16,253  
                 

Total non-performing loans

  $ 15,702     $ 16,253  

 

 

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

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
   

(In thousands)

 

Interest income that would have been recognized had the loans performed in accordance with their original terms

  $ 415     $ 390     $ 809     $ 798  

Less: Interest income included in the results of operations

    123       156       241       315  

Total foregone interest

  $ 292     $ 234     $ 568     $ 483  

 

- 14 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables show by delinquency an analysis of our recorded investment in loans at the periods indicated:

 

   

June 30, 2019

 
                   

Greater

                         
   

30 - 59 Days

   

60 - 89 Days

   

than

   

Total Past

                 

(In thousands)

 

Past Due

   

Past Due

   

90 Days

   

Due

   

Current

   

Total Loans

 
                                                 

Multi-family residential

  $ 1,466     $ 346     $ 2,008     $ 3,820     $ 2,260,055     $ 2,263,875  

Commercial real estate

    3,341       -       1,488       4,829       1,519,864       1,524,693  

One-to-four family - mixed-use property

    986       72       1,474       2,532       579,732       582,264  

One-to-four family - residential

    945       508       5,411       6,864       177,160       184,024  

Co-operative apartments

    -       -       -       -       8,137       8,137  

Construction loans

    -       -       -       -       58,503       58,503  

Small Business Administration

    -       -       1,224       1,224       13,287       14,511  

Taxi medallion

    -       -       766       766       2,789       3,555  

Commercial business and other

    3,252       -       2,458       5,710       977,863       983,573  

Total

  $ 9,990     $ 926     $ 14,829     $ 25,745     $ 5,597,390     $ 5,623,135  

 

   

December 31, 2018

 
                   

Greater

                         
   

30 - 59 Days

   

60 - 89 Days

   

than

   

Total Past

                 

(In thousands)

 

Past Due

   

Past Due

   

90 Days

   

Due

   

Current

   

Total Loans

 
                                                 

Multi-family residential

  $ 1,887     $ 339     $ 2,410     $ 4,636     $ 2,264,412     $ 2,269,048  

Commercial real estate

    379       -       1,379       1,758       1,540,789       1,542,547  

One-to-four family - mixed-use property

    1,003       322       928       2,253       575,488       577,741  

One-to-four family - residential

    1,564       -       6,144       7,708       182,642       190,350  

Co-operative apartments

    -       -       -       -       8,498       8,498  

Construction loans

    -       730       -       730       49,870       50,600  

Small Business Administration

    774       68       1,267       2,109       13,101       15,210  

Taxi medallion

    -       -       -       -       4,539       4,539  

Commercial business and other

    1,306       281       2,216       3,803       873,960       877,763  

Total

  $ 6,913     $ 1,740     $ 14,344     $ 22,997     $ 5,513,299     $ 5,536,296  

 

- 15 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables show the activity in the allowance for loan losses for the three month periods indicated:

 

June 30, 2019

 

(In thousands)

 

Multi-family residential

   

Commercial real estate

   

One-to-four family - mixed-use property

   

One-to-four family - residential

   

Construction loans

   

Small Business Administration

   

Taxi medallion

   

Commercial business and other

   

Total

 
                                                                         

Allowance for credit losses:

                                                                       

Beginning balance

  $ 5,493     $ 4,278     $ 1,791     $ 731     $ 351     $ 409     $ -     $ 7,962     $ 21,015  

Charge-off's

    (1 )     -       -       (113 )     -       -       -       (1,000 )     (1,114 )

Recoveries

    11       7       2       3       -       16       50       46       135  

Provision (Benefit)

    3       (20 )     (7 )     125       30       (43 )     (50 )     1,436       1,474  

Ending balance

  $ 5,506     $ 4,265     $ 1,786     $ 746     $ 381     $ 382     $ -     $ 8,444     $ 21,510  

 

 

June 30, 2018

 

(In thousands)

 

Multi-family residential

   

Commercial real estate

   

One-to-four family - mixed-use property

   

One-to-four family - residential

   

Construction loans

   

Small Business Administration

   

Taxi medallion

   

Commercial business and other

   

Unallocated

   

Total

 
                                                                                 

Allowance for credit losses:

                                                                               

Beginning balance

  $ 5,750     $ 4,602     $ 2,470     $ 1,041     $ 191     $ 675     $ -     $ 5,813     $ -     $ 20,542  

Charge-off's

    (28 )     -       -       -       -       (27 )     (353 )     (8 )     -       (416 )

Recoveries

    -       -       79       4       -       9       -       2       -       94  

Provision (Benefit)

    (184 )     124       (252 )     (42 )     73       (108 )     353       25       11       -  

Ending balance

  $ 5,538     $ 4,726     $ 2,297     $ 1,003     $ 264     $ 549     $ -     $ 5,832     $ 11     $ 20,220  

 

 

 

- 16 -

 

 

The following tables show the activity in the allowance for loan losses for the six month periods indicated:

 

June 30, 2019

 

(In thousands)

 

Multi-family residential

   

Commercial real estate

   

One-to-four family - mixed-use property

   

One-to-four family - residential

   

Construction loans

   

Small Business Administration

   

Taxi medallion

   

Commercial business and other

   

Total

 
                                                                         

Allowance for credit losses:

                                                                       

Beginning balance

  $ 5,676     $ 4,315     $ 1,867     $ 749     $ 329     $ 418     $ -     $ 7,591     $ 20,945  

Charge-off's

    (1 )     -       (1 )     (113 )     -       -       -       (2,137 )     (2,252 )

Recoveries

    24       7       88       7       -       20       134       91       371  

Provision (Benefit)

    (193 )     (57 )     (168 )     103       52       (56 )     (134 )     2,899       2,446  

Ending balance

  $ 5,506     $ 4,265     $ 1,786     $ 746     $ 381     $ 382     $ -     $ 8,444     $ 21,510  

 

 

June 30, 2018

 

(In thousands)

 

Multi-family residential

   

Commercial real estate

   

One-to-four family - mixed-use property

   

One-to-four family - residential

   

Construction loans

   

Small Business Administration

   

Taxi medallion

   

Commercial business and other

   

Unallocated

   

Total

 
                                                                                 

Allowance for credit losses:

                                                                               

Beginning balance

  $ 5,823     $ 4,643     $ 2,545     $ 1,082     $ 68     $ 669     $ -     $ 5,521     $ -     $ 20,351  

Charge-off's

    (81 )     -       -       (1 )     -       (52 )     (353 )     (14 )     -       (501 )

Recoveries

    2       -       79       112       -       15       -       9       -       217  

Provision (Benefit)

    (206 )     83       (327 )     (190 )     196       (83 )     353       316       11       153  

Ending balance

  $ 5,538     $ 4,726     $ 2,297     $ 1,003     $ 264     $ 549     $ -     $ 5,832     $ 11     $ 20,220  

 

 

- 17 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables show the manner in which loans were evaluated for impairment at the periods indicated:

 

June 30, 2019

 

(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

 
                                                                                 

Financing Receivables:

                                                                               

Ending Balance

  $ 2,263,875     $ 1,524,693     $ 582,264     $ 184,024     $ 8,137     $ 58,503     $ 14,511     $ 3,555     $ 983,573     $ 5,623,135  
Ending balance: individually evaluated for impairment   $ 4,119     $ 1,555     $ 3,430     $ 6,150     $ -     $ -     $ 1,224     $ 3,555     $ 2,458     $ 22,491  
Ending balance: collectively evaluated for impairment   $ 2,259,756     $ 1,523,138     $ 578,834     $ 177,874     $ 8,137     $ 58,503     $ 13,287     $ -     $ 981,115     $ 5,600,644  
                                                                                 

Allowance for credit losses:

                                                                               
Ending balance: individually evaluated for impairment   $ 96     $ -     $ 49     $ 49     $ -     $ -     $ -     $ -     $ 178     $ 372  
Ending balance: collectively evaluated for impairment   $ 5,410     $ 4,265     $ 1,737     $ 697     $ -     $ 381     $ 382     $ -     $ 8,266     $ 21,138  

 

 

December 31, 2018

 

(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

 
                                                                                 

Financing Receivables:

                                                                               

Ending Balance

  $ 2,269,048     $ 1,542,547     $ 577,741     $ 190,350     $ 8,498     $ 50,600     $ 15,210     $ 4,539     $ 877,763     $ 5,536,296  
Ending balance: individually evaluated for impairment   $ 4,500     $ 1,435     $ 3,098     $ 6,889     $ -     $ -     $ 1,267     $ 4,539     $ 3,791     $ 25,519  
Ending balance: collectively evaluated for impairment   $ 2,264,548     $ 1,541,112     $ 574,643     $ 183,461     $ 8,498     $ 50,600     $ 13,943     $ -     $ 873,972     $ 5,510,777  
                                                                                 

Allowance for credit losses:

                                                                               
Ending balance: individually evaluated for impairment   $ 100     $ -     $ 143     $ 51     $ -     $ -     $ -     $ -     $ 866     $ 1,160  
Ending balance: collectively evaluated for impairment   $ 5,576     $ 4,315     $ 1,724     $ 698     $ -     $ 329     $ 418     $ -     $ 6,725     $ 19,785  

 

- 18 -

 

 

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 for impaired loans at the periods indicated:

 

   

June 30, 2019

   

December 31, 2018

 
           

Unpaid

                   

Unpaid

         
   

Recorded

   

Principal

   

Related

   

Recorded

   

Principal

   

Related

 
   

Investment

   

Balance

   

Allowance

   

Investment

   

Balance

   

Allowance

 
                                                 
   

(In thousands)

 

With no related allowance recorded:

                                               

Mortgage loans:

                                               

Multi-family residential

  $ 2,856     $ 3,199     $ -     $ 3,225     $ 3,568     $ -  

Commercial real estate

    1,555       1,555       -       1,435       1,435       -  

One-to-four family mixed-use property

    2,433       2,574       -       1,913       2,113       -  

One-to-four family residential

    5,759       5,926       -       6,490       6,643       -  

Non-mortgage loans:

                                               

Small Business Administration

    1,224       1,494       -       1,267       1,609       -  

Taxi medallion

    3,555       9,772       -       4,539       12,788       -  

Commercial business and other

    1,804       3,924       -       -       -       -  
                                                 

Total loans with no related allowance recorded

    19,186       28,444       -       18,869       28,156       -  
                                                 

With an allowance recorded:

                                               

Mortgage loans:

                                               

Multi-family residential

    1,263       1,263       96       1,275       1,275       100  

One-to-four family mixed-use property

    997       997       49       1,185       1,185       143  

One-to-four family residential

    391       391       49       399       399       51  

Non-mortgage loans:

                                               

Commercial business and other

    654       654       178       3,791       3,791       866  
                                                 

Total loans with an allowance recorded

    3,305       3,305       372       6,650       6,650       1,160  
                                                 

Total Impaired Loans:

                                               

Total mortgage loans

  $ 15,254     $ 15,905     $ 194     $ 15,922     $ 16,618     $ 294  
                                                 

Total non-mortgage loans

  $ 7,237     $ 15,844     $ 178     $ 9,597     $ 18,188     $ 866  

 

- 19 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table shows our average recorded investment and interest income recognized for impaired loans for the three months ended:

 

   

June 30, 2019

   

June 30, 2018

 
   

Average

   

Interest

   

Average

   

Interest

 
   

Recorded

   

Income

   

Recorded

   

Income

 
   

Investment

   

Recognized

   

Investment

   

Recognized

 
                                 
   

(In thousands)

 

With no related allowance recorded:

                               

Mortgage loans:

                               

Multi-family residential

  $ 2,846     $ 9     $ 4,431     $ 16  

Commercial real estate

    1,326       15       5,847       52  

One-to-four family mixed-use property

    2,208       17       4,397       39  

One-to-four family residential

    5,914       2       8,382       10  

Construction

    475       -       365       10  

Non-mortgage loans:

                               

Small Business Administration

    1,226       -       74       1  

Taxi medallion

    3,723       48       6,421       86  

Commercial business and other

    1,513       -       7,954       308  
                                 

Total loans with no related allowance recorded

    19,231       91       37,871       522  
                                 

With an allowance recorded:

                               

Mortgage loans:

                               

Multi-family residential

    1,266       18       2,203       30  

One-to-four family mixed-use property

    1,001       10       1,212       15  

One-to-four family residential

    393       4       409       4  

Non-mortgage loans:

                               

Commercial business and other

    773       -       318       4  
                                 

Total loans with an allowance recorded

    3,433       32       4,142       53  
                                 

Total Impaired Loans:

                               

Total mortgage loans

  $ 15,429     $ 75     $ 27,246     $ 176  
                                 

Total non-mortgage loans

  $ 7,235     $ 48     $ 14,767     $ 399  

 

- 20 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table shows our average recorded investment and interest income recognized for impaired loans for the six months ended:

 

   

June 30, 2019

   

June 30, 2018

 
   

Average

   

Interest

   

`

   

Interest

 
   

Recorded

   

Income

   

Recorded

   

Income

 
   

Investment

   

Recognized

   

Investment

   

Recognized

 
                                 
   

(In thousands)

 

With no related allowance recorded:

                               

Mortgage loans:

                               

Multi-family residential

  $ 2,972     $ 18     $ 4,651     $ 36  

Commercial real estate

    1,362       15       6,266       126  

One-to-four family mixed-use property

    2,110       34       4,337       80  

One-to-four family residential

    6,106       4       8,678       25  

Construction

    317       -       243       10  

Non-mortgage loans:

                               

Small Business Administration

    1,239       -       95       2  

Taxi medallion

    3,995       106       6,559       168  

Commercial business and other

    1,009       -       5,407       310  
                                 

Total loans with no related allowance recorded

    19,110       177       36,236       757  
                                 

With an allowance recorded:

                               

Mortgage loans:

                               

Multi-family residential

    1,269       36       2,208       59  

Commercial real estate

    -       -       662       -  

One-to-four family mixed-use property

    1,062       20       1,217       24  

One-to-four family residential

    395       8       411       8  

Non-mortgage loans:

                               

Commercial business and other

    1,779       -       328       9  
                                 

Total loans with an allowance recorded

    4,505       64       4,826       100  
                                 

Total Impaired Loans:

                               

Total mortgage loans

  $ 15,593     $ 135     $ 28,673     $ 368  
                                 

Total non-mortgage loans

  $ 8,022     $ 106     $ 12,389     $ 489  

 

 

In accordance with our policy and the current regulatory guidelines, we designate loans as “Special Mention,” which are 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.” Loans that are non-accrual are designated as Substandard, Doubtful or Loss. These loan designations are updated quarterly. We designate a loan as Substandard when a well-defined weakness is identified that may jeopardize the orderly liquidation of the debt. We designate a loan 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. The Company does not hold any loans designated as Loss, as loans that are designated as Loss are charged to the Allowance for Loan Losses. 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.

 

- 21 -

 

 

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 or Classified at the periods indicated:

 

   

June 30, 2019

 

(In thousands)

 

Special Mention

   

Substandard

   

Doubtful

   

Loss

   

Total

 
                                         

Multi-family residential

  $ 1,290     $ 2,225     $ -     $ -     $ 3,515  

Commercial real estate

    371       1,555       -       -       1,926  

One-to-four family - mixed-use property

    912       2,122       -       -       3,034  

One-to-four family - residential

    726       5,921       -       -       6,647  

Construction

    -       -       -       -       -  

Small Business Administration

    56       114       -       -       170  

Taxi medallion

    -       3,555       -       -       3,555  

Commercial business and other

    6,856       15,262       879       -       22,997  

Total loans

  $ 10,211     $ 30,754     $ 879     $ -     $ 41,844  

 

   

December 31, 2018

 

(In thousands)

 

Special Mention

   

Substandard

   

Doubtful

   

Loss

   

Total

 
                                         

Multi-family residential

  $ 2,498     $ 4,166     $ -     $ -     $ 6,664  

Commercial real estate

    381       4,051       -       -       4,432  

One-to-four family - mixed-use property

    1,199       2,034       -       -       3,233  

One-to-four family - residential

    557       6,665       -       -       7,222  

Construction

    730       -       -       -       730  

Small Business Administration

    481       139       -       -       620  

Taxi medallion

    -       4,539       -       -       4,539  

Commercial business and other

    730       21,348       3,512       -       25,590  

Total loans

  $ 6,576     $ 42,942     $ 3,512     $ -     $ 53,030  

 

 

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 $84.3 million and $233.2 million, respectively, at June 30, 2019.

 

 

 

6.     Loans held for sale

 

Loans held for sale are carried at the lower of cost or estimated fair value. At June 30, 2019 and December 31, 2018, the Bank did not have any loans held for sale.

 

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. Additionally, at times the Company may sell participating interests in performing loans.

 

 

- 22 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables show loans sold during the period indicated:

 

   

For the three months ended June 30, 2019

 
                         

(Dollars in thousands)

 

Loans sold

   

Proceeds

   

Net gain

 
                         

Performing loans

                       

Small Business Administration

    3     $ 2,069     $ 114  
                         

Total

    3     $ 2,069     $ 114  

 

 

   

For the three months ended June 30, 2018

 
                         

(Dollars in thousands)

 

 Loans sold 

   

Proceeds

   

Net gain 

 

Delinquent and non-performing loans

                       

Commercial real estate

    2     $ 2,065     $ 28  
                         

Total

    2     $ 2,065     $ 28  
                         
                         

Performing loans

                       

Small Business Administration

    9     $ 5,671     $ 393  
                         

Total

    9     $ 5,671     $ 393  

 

 

 

   

For the six months ended June 30, 2019

 
                   

Net Recoveries

         

(Dollars in thousands)

 

 Loans sold 

   

Proceeds

    (Charge-offs)    

Net gain 

 

Delinquent and non-performing loans

                               

Multi-family residential

    2     $ 765     $ -     $ 63  

One-to-four family - mixed-use property

    1       405       (1 )     -  
                                 

Total

    3     $ 1,170     $ (1 )   $ 63  
                                 
                                 

Performing loans

                               

Small Business Administration

    3     $ 2,069     $ -     $ 114  
                                 

Total

    3     $ 2,069     $ -     $ 114  

 

- 23 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

   

For the six months ended June 30, 2018

 
                         

(Dollars in thousands)

 

 Loans sold 

   

Proceeds

   

 Net gain (loss) 

 

Delinquent and non-performing loans

                       

Multi-family - residential

    3     $ 964     $ -  

Commercial real estate

    3       3,565       (235 )
                         

Total

    6     $ 4,529     $ (235 )
                         
                         

Performing loans

                       

Small Business Administration

    9     $ 5,671     $ 393  
                         

Total

    9     $ 5,671     $ 393  

 

 

 

7.     Other Real Estate Owned

 

OREO are included in other assets on the Company’s Consolidated Statements of Financial Condition. The following table shows changes in OREO during the periods indicated:

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
   

(In thousands)

 
                                 

Balance at beginning of period

  $ -     $ 638     $ -     $ -  

Acquisitions

    239       -       239       638  

Sales

    -       (638 )     -       (638 )
                                 

Balance at end of period

  $ 239     $ -     $ 239     $ -  

 

 

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

   

For the six months ended

 
   

June 30,

   

June 30,

 
   

2019

   

2018

   

2019

   

2018

 
   

(In thousands)

 
                                 

Gross gains

  $ -     $ 27     $ -     $ 27  

 

 

Included within net loans as of June 30, 2019 and December 31, 2018 was a recorded investment of $7.1 million and $7.2 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.

 

- 24 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

8.     Leases

 

The Company has 19 operating leases for branches and office spaces, nine operating leases for vehicles, and two operating leases for equipment. Our leases have remaining lease terms ranging from 1 month to 13 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of lease term.

 

The Company has elected the short-term lease recognition exemption such that the Company will not recognize right-of-use assets or lease liabilities for leases with a term of less than 12 months from the commencement date. The Company has one agreement that qualifies as a short-term lease with expense totaling $34,000 and $68,000 for the three and six months ended June 30, 2019, respectively, included in Professional services on the Consolidated Statements of Income. The Company has $0.2 million and $0.4 million in variable lease payments, which include insurance and real estate tax expenses for the three and six months ended June 30, 2019, respectively. At June 30, 2019, the weighted-average remaining lease term for our operating leases is 8 years and the weighted average discount rate is 3.8%. At June 30, 2019, there were no significant leases entered into but not yet commenced. Our lease agreements do not contain any residual value guarantees.

 

   

For the three months ended

   

For the six months ended

 

(Dollars in thousands)

 

June 30, 2019

   

June 30, 2019

 
                 

Operating lease ROU assets

  $ 42,557     $ 42,557  
                 

Operating lease liabilities

  $ 50,898     $ 50,898  
                 

Lease Cost

               

Operating lease cost

  $ 1,893     $ 3,785  

Short-term lease cost

    34       68  

Variable lease cost

    244       423  

Total lease cost

  $ 2,171     $ 4,276  
                 
                 

Other information

               

Cash paid for amounts included in the measurement of lease liabilities

               

Operating cash flows from operating leases

  $ 2,025     $ 4,050  

Right-of-use assets obtained in exchange for new operating lease liabilities

  $ 21     $ 42  

Weighted-average remaining lease term-operating leases (in years)

  8.0

    8.0

 

Weighted average discount rate-operating leases

    3.8 %     3.8 %

 

- 25 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company’s minimum annual rental payments for Bank facilities due under non-cancelable leases are as follows:

 

   

Minimum Rental

 
   

(In thousands)

 

Years ended December 31:

       

2019

  $ 3,700  

2020

    8,259  

2021

    7,508  

2022

    7,093  

2023

    7,229  

Thereafter

    25,490  

Total minimum payments required

    59,279  

Less: implied interest

    8,381  

Total lease obligations

  $ 50,898  

 

 

Certain leases have escalation clauses for operating expenses and real estate taxes. The Company’s non-cancelable operating lease agreements expire through 2032.

 

 

 

9.     Stock-Based Compensation

 

On January 31, 2019, the Board of Directors approved a 2019 long-term incentive compensation program for certain Company executive officers that includes grants of performance-based restricted stock units (“PRSUs”) in addition to time-based restricted stock units (“RSU”). Under the terms of the PRSU Agreement, the number of PRSUs that may be earned depends on the extent to which performance goals for the award are achieved over a 3-year performance period, as determined by the Compensation Committee of the Board. The number of PRSUs that may be earned ranges from 0% to 150% of the target award, with no PRSUs earned for below threshold-level performance, 50% of PRSUs earned for threshold-level performance, 100% of PRSUs earned for target-level performance, and 150% of PRSUs earned for maximum-level performance.

 

For the three months ended June 30, 2019 and 2018, the Company’s net income, as reported, included $1.4 million and $1.2 million, respectively, of stock-based compensation costs and $0.3 million and $0.3 million of income tax benefits, respectively, related to the stock-based compensation plans in each of the periods. For the six months ended June 30, 2019 and 2018, the Company’s net income, as reported, includes $5.4 million and $4.6 million, respectively, of stock-based compensation costs and $1.3 million and $1.0 million of income tax benefits, respectively, related to the stock-based compensation plans in each of the periods. During the six months ended June 30, 2019, the Company granted 263,574 and 57,870 in RSU awards and PRSU awards, respectively. During the three months ended June 30, 2019, the Company did not grant any RSU or PRSU awards. During the three and six months ended June 30, 2018, the Company granted 5,600 and 280,590 RSU awards, respectively. The Company has not granted stock options since 2009 and at June 30, 2019, had none outstanding.

 

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.

 

- 26 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table summarizes the Company’s RSU and PRSU awards at or for the six months ended June 30, 2019:

 

   

RSU Awards

   

PRSU Awards

 
           

Weighted-Average

           

Weighted-Average

 
           

Grant-Date

           

Grant-Date

 
   

Shares

   

Fair Value

   

Shares

   

Fair Value

 
                                 

Non-vested at December 31, 2018

    502,658     $ 24.93       -     $ -  

Granted

    263,574       22.38       57,870       22.38  

Vested

    (259,329 )     23.24       (27,110 )     22.38  

Forfeited

    (21,545 )     24.81       -       -  

Non-vested at June 30, 2019

    485,358     $ 24.45       30,760     $ 22.38  
                                 

Vested but unissued at June 30, 2019

    218,778     $ 24.64       21,310     $ 22.38  

 

 

As of June 30, 2019, there was $10.0 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 3.6 years. The total fair value of awards vested for the three months ended June 30, 2019 and 2018 was $0.2 million and $28,000, respectively. The total fair value of awards vested for the six months ended June 30, 2019 and 2018 was $6.2 million and $6.7 million, respectively. The vested but unissued RSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.

 

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 designated level and completed 1 year of service. 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 six months ended June 30, 2019:

 

Phantom Stock Plan

 

Shares

   

Fair Value

 
                 

Outstanding at December 31, 2018

    99,313     $ 21.53  

Granted

    9,175       22.15  

Distributions

    (1,012 )     22.00  

Outstanding at June 30, 2019

    107,476     $ 22.20  

Vested at June 30, 2019

    106,929     $ 22.20  

 

 

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of $0.1 million and ($0.1) for the three months ended June 30, 2019 and 2018, respectively. The total fair value of the distributions from the Phantom Stock Plan was less than $1,000 for each of the three months ended June 30, 2019 and 2018, respectively.

 

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of $0.1 million and ($0.1) million for the six months ended June 30, 2019 and 2018, respectively. The total fair value of the distributions from the Phantom Stock Plan was $22,000 and $1,000 for the six months ended June 30, 2019 and 2018, respectively.

 

- 27 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

10.     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

   

Six months ended

 
   

June 30,

   

June 30,

 

(In thousands)

 

2019

   

2018

   

2019

   

2018

 
                                 

Employee Pension Plan:

                               

Interest cost

  $ 199     $ 195     $ 398     $ 390  

Amortization of unrecognized loss

    66       156       133       311  

Expected return on plan assets

    (272 )     (363 )     (544 )     (726 )

Net employee pension benefit

  $ (7 )   $ (12 )   $ (13 )   $ (25 )
                                 

Outside Director Pension Plan:

                               

Service cost

  $ 10     $ 11     $ 20     $ 22  

Interest cost

    21       20       42       40  

Amortization of unrecognized gain

    (35 )     (23 )     (70 )     (46 )

Amortization of past service liability

    -       3       -       6  

Net outside director pension (benefit) expense

  $ (4 )   $ 11     $ (8 )   $ 22  
                                 

Other Postretirement Benefit Plans:

                               

Service cost

  $ 70     $ 88     $ 140     $ 176  

Interest cost

    85       77       170       154  

Amortization of past service credit

    (20 )     (12 )     (42 )     (25 )

Net other postretirement expense

  $ 135     $ 153     $ 268     $ 305  

 

 

The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2018 that it expects to contribute $0.3 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, 2019. The Company does not expect to make a contribution to the Employee Pension Plan (the “Employee Pension Plan”). As of June 30, 2019, the Company had contributed $72,000 to the Outside Director Pension Plan and $37,000 in contributions were made to the Other Postretirement Benefit Plans. As of June 30, 2019, the Company has not revised its expected contributions for the year ending December 31, 2019.

 

 

11.      Fair Value of Financial Instruments

 

The Company carries certain financial assets and financial liabilities at fair value in accordance with GAAP which 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. GAAP permits entities to choose to measure many financial instruments and certain other items at fair value. At June 30, 2019, the Company carried financial assets and financial liabilities under the fair value option with fair values of $14.2 million and $43.4 million, respectively. At December 31, 2018, the Company carried financial assets and financial liabilities under the fair value option with fair values of $13.8 million and $41.8 million, respectively. The Company did not elect to carry any additional financial assets or financial liabilities under the fair value option during the three and six months ended June 30, 2019 and 2018.

 

 

- 28 -


 

 

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 ended as indicated:

 

   

Fair Value

   

Fair Value

   

Changes in Fair Values For Items Measured at Fair Value

 
   

Measurements

   

Measurements

   

Pursuant to Election of the Fair Value Option

 
   

at June 30,

   

at December 31,

   

Three Months Ended

   

Six Months Ended

 

(In thousands)

 

2019

   

2018

   

June 30, 2019

   

June 30, 2018

   

June 30, 2019

   

June 30, 2018

 
                                                 

Mortgage-backed securities

  $ 848     $ 967     $ 1     $ -     $ 2     $ (11 )

Other securities

    13,346       12,843       184       (62 )     363       (200 )

Borrowed funds

    43,414       41,849       (544 )     (867 )     (1,754 )     (2,548 )

Net loss from fair value adjustments (1)(2)

                  $ (359 )   $ (929 )   $ (1,389 )   $ (2,759 )

 

 

(1)

The net loss from fair value adjustments presented in the above table does not include net (losses) gains of ($1.6) million and $0.7 million for the three months ended June 30, 2019 and 2018, respectively, from the change in the fair value of interest rate swaps.

 

(2)

The net loss from fair value adjustments presented in the above table does not include net (losses) gains of ($2.6) million and $2.4 million for the six months ended June 30, 2019 and 2018, respectively, from the change in the fair value of interest rate 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. The Company 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 both June 30, 2019 and December 31, 2018. The fair value of borrowed funds includes accrued interest payable of $0.2 million at both June 30, 2019 and December 31, 2018, 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 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. At June 30, 2019 and December 31, 2018, Level 1 included one mutual fund.

 

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 June 30, 2019 and December 31, 2018, Level 2 included mortgage related securities, corporate debt, municipals and interest rate swaps.

 

- 29 -


 

 

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 June 30, 2019 and December 31, 2018, Level 3 included trust preferred securities owned 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 their respective category in the fair value hierarchy at June 30, 2019 and December 31, 2018:

 

   

Quoted Prices

                                                 
   

in Active Markets

   

Significant Other

   

Significant Other

                 
   

for Identical Assets

   

Observable Inputs

   

Unobservable Inputs

   

Total carried at fair value

 
   

(Level 1)

   

(Level 2)

   

(Level 3)

   

on a recurring basis

 
   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

 
   

(In thousands)

 
                                                                 

Assets:

                                                               

Mortgage-backed Securities

  $ -     $ -     $ 554,481     $ 557,953     $ -     $ -     $ 554,481     $ 557,953  

Other securities

    12,042       11,586       240,827       251,860       1,303       1,256       254,172       264,702  

Interest rate swaps

    -       -       1,635       15,961       -       -       1,635       15,961  
                                                                 

Total assets

  $ 12,042     $ 11,586     $ 796,943     $ 825,774     $ 1,303     $ 1,256     $ 810,288     $ 838,616  
                                                                 

Liabilities:

                                                               

Borrowings

  $ -     $ -     $ -     $ -     $ 43,414     $ 41,849     $ 43,414     $ 41,849  

Interest rate swaps

    -       -       20,147       2,239       -       -       20,147       2,239  
                                                                 

Total liabilities

  $ -     $ -     $ 20,147     $ 2,239     $ 43,414     $ 41,849     $ 63,561     $ 44,088  

 

 

The following tables 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 periods indicated:

 

   

For the three months ended

 
   

June 30, 2019

   

June 30, 2018

 
   

Trust preferred

   

Junior subordinated

   

Trust preferred

   

Junior subordinated

 
   

securities

   

debentures

   

securities

   

debentures

 
   

(In thousands)

 
                                 

Beginning balance

  $ 1,289     $ 42,941     $ 1,162     $ 38,692  

Net gain from fair value adjustment of financial assets (1)

    15       -       25       -  

Net loss from fair value adjustment of financial liabilities (1)

    -       543       -       867  

Increase (decrease) in accrued interest receivable

    (1 )     -       1       -  

Increase (decrease) in accrued interest payable

    -       (21 )     -       26  

Change in unrealized gains included in other comprehensive income

    -       (49 )     -       (19 )

Ending balance

  $ 1,303     $ 43,414     $ 1,188     $ 39,566  
                                 

Changes in unrealized gains held at period end

  $ -     $ 1,425     $ -     $ 1,248  

 

- 30 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

   

For the six months ended

 
   

June 30, 2019

   

June 30, 2018

 
   

Trust preferred

   

Junior subordinated

   

Trust preferred

   

Junior subordinated

 
   

securities

   

debentures

   

securities

   

debentures

 
   

(In thousands)

 
                                 

Beginning balance

  $ 1,256     $ 41,849     $ 1,110     $ 36,986  

Net gain from fair value adjustment of financial assets (1)

    47       -       77       -  

Net loss from fair value adjustment of financial liabilities (1)

    -       1,753       -       2,548  

Increase in accrued interest receivable

    -       -       1       -  

Increase (decrease) in accrued interest payable

    -       (11 )     -       51  

Change in unrealized gains included in other comprehensive income

    -       (177 )     -       (19 )

Ending balance

  $ 1,303     $ 43,414     $ 1,188     $ 39,566  
                                 

Changes in unrealized gains held at period end

  $ -     $ 1,425     $ -     $ 1,248  

 

 

(1)

Totals in the table above are presented in the Consolidated Statement of Income under net gains (losses) from fair value adjustments.

 

 

During the three and six months ended June 30, 2019 and 2018, there were no transfers between Levels 1, 2 and 3.

 

The following tables present the quantitative information about recurring Level 3 fair value of financial instruments and the fair value measurements at the periods indicated:

 

   

June 30, 2019

                           
   

Fair Value

 

Valuation Technique

Unobservable Input

 

Range

   

Weighted Average

   

(Dollars in thousands)

Assets:

                         
                           

Trust preferred securities

  $ 1,303  

Discounted cash flows

Discount rate

    n/a       4.4%
                           

Liabilities:

                         
                           

Junior subordinated debentures

  $ 43,414  

Discounted cash flows

Discount rate

    n/a       4.4%

 

   

December 31, 2018

                           
   

Fair Value

 

Valuation Technique

Unobservable Input

 

Range

   

Weighted Average

   

(Dollars in thousands)

Assets:

                         
                           

Trust preferred securities

  $ 1,256  

Discounted cash flows

Discount rate

    n/a       4.9%
                           

Liabilities:

                         
                           

Junior subordinated debentures

  $ 41,849  

Discounted cash flows

Discount rate

    n/a       4.9%

 

 

The significant unobservable inputs used in the fair value measurement of the Company’s trust preferred securities and junior subordinated debentures valued under Level 3 at June 30, 2019 and December 31, 2018, are the effective yields used in the cash flow models. Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement.

 

- 31 -

 

 

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 non-recurring basis and their respective category in the fair value hierarchy at June 30, 2019 and December 31, 2018:

 

   

Quoted Prices

                                                 
   

in Active Markets

   

Significant Other

   

Significant Other

                 
   

for Identical Assets

   

Observable Inputs

   

Unobservable Inputs

   

Total carried at fair value

 
   

(Level 1)

   

(Level 2)

   

(Level 3)

   

on a non-recurring basis

 
   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

   

2019

   

2018

 
   

(In thousands)

 
                                                                 

Assets

                                                               

Impaired loans

  $ -     $ -     $ -     $ -     $ 1,458     $ 4,111     $ 1,458     $ 4,111  

Other repossesed assets

    -       -       -       -       239       35       239       35  
                                                                 

Total assets

  $ -     $ -     $ -     $ -     $ 1,697     $ 4,146     $ 1,697     $ 4,146  

 

 

The following tables present the qualitative information about non-recurring Level 3 fair value of financial instruments and the fair value measurements at the periods indicated:

 

   

June 30, 2019

                         
   

Fair Value

 

Valuation Technique

Unobservable Input

 

Range

 

Weighted Average

   

(Dollars in thousands)

Assets:

                       
                         

Impaired loans

  $ 896  

Sales approach

Reduction for planned expedited disposal

    46.6% to 89.8%     59.2%
                         
                         

Impaired loans

  $ 562  

Blended income and sales approach

Adjustment to sales comparison value to reconcile differences between comparable sales

    -15.0% to 15.0%     -3.2%
           

Capitalization rate

    9.0% to 9.5%     9.2%
           

Reduction for planned expedited disposal

    15.0%     15.0%
                         

Other real estate owned

  $ 239  

Sales approach

Adjustment to sales comparison value to reconcile differences between comparable sales

    0.5% to 12.5%     6.5%

 

 

   

At December 31, 2018

   

Fair Value

 

Valuation Technique

Unobservable Input

 

Range

 

Weighted Average

   

(Dollars in thousands)

Assets:

                       
                         

Impaired loans

  $ 204  

Income approach

Capitalization rate

    8.5%     8.5%
           

Reduction for planned expedited disposal

    15.0%     15.0%
                         

Impaired loans

  $ 2,724  

Sales approach

Adjustment to sales comparison value to reconcile differences between comparable sales

    0.0%     0.0%
           

Reduction for planned expedited disposal

    -36.5% to 15.0%     10.4%
                         

Impaired loans

  $ 1,183  

Blended income and sales approach

Adjustment to sales comparison value to reconcile differences between comparable sales

    -30.0% to 10.0%     -7.8%
           

Capitalization rate

    7.4% to 9.8%     8.7%
           

Reduction for planned expedited disposal

    15.0%     15.0%
                         

Other repossesed assets

  $ 35  

Sales approach

Reduction for planned expediated disposal

    0.0%     0.0%

 

 

- 32 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company did not have any liabilities that were carried at fair value on a non-recurring basis at June 30, 2019 and December 31, 2018.

 

The methods and assumptions used to estimate fair value at June 30, 2019 and December 31, 2018 are as follows:

 

Securities:

 

The fair values of securities are contained in Note 4 (“Securities”) of the Notes to Consolidated Financial Statements. Fair value is based upon quoted market prices, 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. When there is limited activity or less transparency around inputs to the valuation, securities are valued using discounted cash flows.

 

Impaired Loans:

 

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, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the most recent reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.

 

Junior Subordinated Debentures:

 

The fair value of the junior subordinated debentures was developed using a credit spread based on the subordinated debt issued by the Company adjusting for differences in the junior subordinated debt’s credit rating, liquidity and time to maturity. The unrealized net gain/loss attributable to changes in our own credit risk was determined by adjusting the fair value as determined in the proceeding sentence by the average rate of default on debt instruments with a similar debt rating as our junior subordinated debentures, with the difference from the original calculation and this calculation resulting in the instrument-specific unrealized gain/loss.

 

Interest Rate Swaps:

 

The fair value of interest rate swaps is based upon broker quotes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 33 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables set 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 the periods indicated:

 

   

June 30, 2019

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 
   

(In thousands)

 

Assets:

                                       

Cash and due from banks

  $ 56,484     $ 56,484     $ 56,484     $ -     $ -  

Securities held-to-maturity

                                       

Mortgage-backed securities

    7,944       8,038       -       8,038       -  

Other securities

    52,242       54,131       -       -       54,131  

Securities available for sale

                                       

Mortgage-backed securities

    554,481       554,481       -       554,481       -  

Other securities

    254,172       254,172       12,042       240,827       1,303  

Loans

    5,638,413       5,625,107       -       -       5,625,107  

FHLB-NY stock

    63,029       63,029       -       63,029       -  

Accrued interest receivable

    26,552       26,563       34       3,055       23,474  

Interest rate swaps

    1,635       1,635       -       1,635       -  
                                         
                                         
                                         

Liabilities:

                                       

Deposits

  $ 4,877,917     $ 4,882,473     $ 3,333,800     $ 1,548,673     $ -  

Borrowings

    1,371,890       1,371,479       -       1,328,065       43,414  

Accrued interest payable

    7,106       7,106       -       7,106       -  

Interest rate swaps

    20,147       20,147       -       20,147       -  

 

 

- 34 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

   

December 31, 2018

 
   

Carrying

   

Fair

                         
   

Amount

   

Value

   

Level 1

   

Level 2

   

Level 3

 
   

(In thousands)

 

Assets:

                                       

Cash and due from banks

  $ 118,561     $ 118,561     $ 118,561     $ -     $ -  

Securities held-to-maturity

                                       

Mortgage-backed securities

    7,953       7,366       -       7,366       -  

Other securities

    24,065       22,508       -       -       22,508  

Securities available for sale

                                       

Mortgage-backed securities

    557,953       557,953       -       557,953       -  

Other securities

    264,702       264,702       11,586       251,860       1,256  

Loans

    5,551,484       5,496,266       -       -       5,496,266  

FHLB-NY stock

    57,282       57,282       -       57,282       -  

Accrued interest receivable

    25,485       25,485       54       2,756       22,675  

Interest rate swaps

    15,961       15,961       -       15,961       -  
                                         
                                         

Liabilities:

                                       

Deposits

  $ 4,960,784     $ 4,955,077     $ 3,397,474     $ 1,557,603     $ -  

Borrowings

    1,250,843       1,241,745       -       1,199,896       41,849  

Accrued interest payable

    5,890       5,890       -       5,890       -  

Interest rate swaps

    2,239       2,239       -       2,239       -  

 

 

 

12.      Derivative Financial Instruments

 

At June 30, 2019 and December 31, 2018, the Company’s derivative financial instruments consist of interest rate swaps. The Company’s interest rate swaps are used for three purposes: 1) 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, at June 30, 2019 and December 31, 2018; 2) to mitigate the Company’s exposure to rising interest rates on certain fixed rate loans totaling $282.2 million and $286.1 million at June 30, 2019 and December 31, 2018, respectively; and 3) to mitigate exposure to rising interest rates on certain short-term advances totaling $541.5 million and $441.5 million at June 30, 2019 and December 31, 2018, respectively.

 

At June 30, 2019 and December 31, 2018, we held derivatives designated as cash flow hedges, fair value hedges and certain derivatives not designated as hedges.

 

The Company’s derivative instruments are carried at fair value in the Company’s financial statements as part of Other Assets for derivatives with positive fair values and Other Liabilities for derivatives with negative fair values. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not it qualifies and has been designated as a hedge for accounting purposes, and further, by the type of hedging relationship.

 

At June 30, 2019 and December 31, 2018, derivatives with a combined notional amount of $36.3 million were not designated as hedges. At June 30, 2019 and December 31, 2018, derivatives with a combined notional amount of $263.9 million and $267.8 million, respectively, were designated as fair value hedges. At June 30, 2019 and December 31, 2018, derivatives with a combined notional amount of $541.5 million and $441.5 million, respectively, were designated as cash flow hedges.

 

For cash flow hedges, the effective portion of changes in the fair value of the derivative is reported in AOCL, net of tax. Amounts in AOCL are reclassified into earnings in the same period during which the hedged forecasted transaction effects earnings. During the three months ended June 30, 2019 and 2018, $0.6 million and $0.3 million, respectively, were reclassified from accumulated other comprehensive loss to interest expense. During the six months ended June 30, 2019 and 2018, $0.8 million and $0.4 million, respectively, were reclassified from accumulated other comprehensive loss to interest expense.

 

- 35 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

Changes in the fair value of interest rate swaps not designated as hedges are reflected in “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.

 

The following table sets forth information regarding the Company’s derivative financial instruments at the periods indicated:

 

   

June 30, 2019

   

December 31, 2018

 
   

Notional

   

Net Carrying

   

Notional

   

Net Carrying

 
   

Amount

   

Value (1)

   

Amount

   

Value (1)

 
   

(In thousands)

 
                                 

Interest rate swaps (fair value hedge)

  $ 80,835     $ 1,635     $ 248,330     $ 10,593  

Interest rate swaps (fair value hedge)

    183,034       (6,886 )     19,468       (502 )

Interest rate swaps (cash flow hedge)

    -       -       441,500       5,368  

Interest rate swaps (cash flow hedge)

    541,500       (8,878 )     -       -  

Interest rate swaps (non-hedge)

    36,321       (4,383 )     36,321       (1,737 )

Total derivatives

  $ 841,690     $ (18,512 )   $ 745,619     $ 13,722  

 

(1)

Derivatives in a positive position are recorded as “Other assets” and derivatives in a 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:

 

   

For the three months ended

   

For the six months ended

 
   

June 30,

   

June 30,

 

(In thousands)

 

2019

   

2018

   

2019

   

2018

 
                                 

Financial Derivatives:

                               

Interest rate swaps (non-hedge) (1)

  $ (1,597 )   $ 438     $ (2,647 )   $ 1,714  

Interest rate swaps (fair value hedge) (2)

    (818 )     224       (1,455 )     678  

Net (loss) gain

  $ (2,415 )   $ 662     $ (4,102 )   $ 2,392  

 

(1)

Net gains and losses are recorded as part of “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.

(2)

Net gains and losses recorded during the three and six months ended June 30, 2019, are recorded as part of “Interests and fees on loans” in the Consolidated Statements of Income. Net gains and losses recorded during the three and six months ended June 30, 2018, are recorded as part of “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.

 

 

The Company’s interest rate swaps are subject to master netting arrangements between the Company and its two designated counterparties. The Company has not made a policy election to offset its derivative positions.

 

- 36 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables present the effect of the master netting arrangements on the presentation of the derivative assets and liabilities in the Consolidated Statements of Condition as of the dates indicated:

 

   

June 30, 2019

 
                           

Gross Amounts Not Offset in the
Consolidated Statement of
Condition

         

(In thousands)

 

Gross Amount of
Recognized Assets

   

Gross Amount Offset
in the Statement
of Condition

   

Net Amount of Assets
Presented in the Statement
of Condition

   

Financial
Instruments

   

Cash Collateral
Received

   

Net Amount

 
                                                 

Interest rate swaps

  $ 1,635     $ -     $ 1,635     $ -     $ -     $ 1,635  

 

                           

Gross Amounts Not Offset in the
Consolidated Statement of
Condition

         

(In thousands)

 

Gross Amount of
Recognized Liabilities

   

Gross Amount Offset
in the Statement
of Condition

   

Net Amount of Liabilities
Presented in the Statement
of Condition

   

Financial
Instruments

   

Cash Collateral
Pledged

   

Net Amount

 
                                                 

Interest rate swaps

  $ 20,147     $ -     $ 20,147     $ 15,607     $ -     $ 4,540  

 

 

   

December 31, 2018

 
                           

Gross Amounts Not Offset in the
Consolidated Statement of
Condition

         

(In thousands)

 

Gross Amount of
Recognized Assets

   

Gross Amount Offset
in the Statement
of Condition

   

Net Amount of Assets
Presented in the Statement
of Condition

   

Financial
Instruments

   

Cash Collateral
Received

   

Net Amount

 
                                                 

Interest rate swaps

  $ 15,961     $ -     $ 15,961     $ -     $ 14,960     $ 1,001  

 

 

                           

Gross Amounts Not Offset in the
Consolidated Statement of
Condition

         

(In thousands)

 

Gross Amount of
Recognized Liabilities

   

Gross Amount Offset
in the Statement
of Condition

   

Net Amount of Liabilities
Presented in the Statement
of Condition

   

Financial
Instruments

   

Cash Collateral
Pledged

   

Net Amount

 
                                                 

Interest rate swaps

  $ 2,239     $ -     $ 2,239     $ -     $ -     $ 2,239  

 

 

- 37 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

13.      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 the Company’s trusts, which file separate Federal income tax returns as trusts, and Flushing Preferred Funding Corporation, which files a separate Federal income tax return as a real estate investment trust. Additionally, the Bank files New Jersey State tax returns. As of June 30, 2019, the Company is undergoing examination for its New York State income tax returns for 2014, 2015 and 2016 and its New York City income tax return for 2014.

 

Income tax provisions are summarized as follows:

 

   

For the three months

   

For the six months

 
   

ended June 30,

   

ended June 30,

 

(In thousands)

 

2019

   

2018

   

2019

   

2018

 

Federal:

                               

Current

  $ 4,450     $ 3,755     $ 5,776     $ 6,165  

Deferred

    (1,469 )     (444 )     (852 )     (247 )

Total federal tax provision

    2,981       3,311       4,924       5,918  

State and Local:

                               

Current

    1,017       1,499       1,173       1,689  

Deferred

    (726 )     (321 )     (538 )     (168 )

Total state and local tax provision

    291       1,178       635       1,521  
                                 

Total income tax provision

  $ 3,272     $ 4,489     $ 5,559     $ 7,439  

 

 

 

 

 

 

 

- 38 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

14.      Accumulated Other Comprehensive Income (Loss):

 

The following tables sets forth the changes in accumulated other comprehensive income (loss) by component for the periods indicated:

 

   

For the three months ended June 30, 2019

 
   

Unrealized Gains

   

Unrealized Gains

                         
   

(Losses) on

   

(Losses) on

           

Fair Value

         
   

Available for Sale

   

Cash flow

   

Defined Benefit

   

Option Elected

         
   

Securities

   

Hedges

   

Pension Items

   

on Liabilities

   

Total

 
   

(In thousands)

 
                                         

Beginning balance, net of tax

  $ (10,029 )   $ 199     $ (1,666 )   $ 954     $ (10,542 )
                                         

Other comprehensive income before reclassifications, net of tax

    6,204       (5,884 )     -       35       355  
                                         

Amounts reclassified from accumulated other comprehensive income, net of tax

    10       (447 )     8       -       (429 )
                                         

Net current period other comprehensive income (loss), net of tax

    6,214       (6,331 )     8       35       (74 )
                                         

Ending balance, net of tax

  $ (3,815 )   $ (6,132 )   $ (1,658 )   $ 989     $ (10,616 )

 

 

 

   

For the three months ended June 30, 2018

 
   

Unrealized Gains

   

Unrealized Gains

                         
   

(Losses) on

   

(Losses) on

           

Fair Value

         
   

Available for Sale

   

Cash flow

   

Defined Benefit

   

Option Elected

         
   

Securities

   

Hedges

   

Pension Items

   

on Liabilities

   

Total

 
   

(In thousands)

 
                                         

Beginning balance, net of tax

  $ (13,487 )   $ 5,942     $ (4,409 )   $ 779     $ (11,179 )
                                         

Other comprehensive income before reclassifications, net of tax

    (3,014 )     1,898       -       13       (1,103 )
                                         

Amounts reclassified from accumulated other comprehensive income, net of tax

    -       187       84       -       271  
                                         

Net current period other comprehensive income (loss), net of tax

    (3,014 )     2,085       84       13       (832 )
                                         

Ending balance, net of tax

  $ (16,501 )   $ 8,027     $ (4,325 )   $ 792     $ (12,007 )

 

 

- 39 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

   

For the six months ended June 30, 2019

 
   

Unrealized Gains

   

Unrealized Gains

                         
   

(Losses) on

   

(Losses) on

           

Fair Value

         
   

Available for Sale

   

Cash flow

   

Defined Benefit

   

Option Elected

         
   

Securities

   

Hedges

   

Pension Items

   

on Liabilities

   

Total

 
   

(In thousands)

 
                                         

Beginning balance, net of tax

  $ (15,649 )   $ 3,704     $ (1,673 )   $ 866     $ (12,752 )
                                         

Other comprehensive income before reclassifications, net of tax

    11,824       (9,250 )     -       123       2,697  
                                         

Amounts reclassified from accumulated other comprehensive income, net of tax

    10       (586 )     15       -       (561 )
                                         

Net current period other comprehensive income (loss), net of tax

    11,834       (9,836 )     15       123       2,136  
                                         

Ending balance, net of tax

  $ (3,815 )   $ (6,132 )   $ (1,658 )   $ 989     $ (10,616 )

 

 

   

For the six months ended June 30, 2018

 
   

Unrealized Gains

   

Unrealized Gains

                         
   

(Losses) on

   

(Losses) on

           

Fair Value

         
   

Available for Sale

   

Cash flow

   

Defined Benefit

   

Option Elected

         
   

Securities

   

Hedges

   

Pension Items

   

on Liabilities

   

Total

 
   

(In thousands)

 
                                         

Beginning balance, net of tax

  $ (5,522 )   $ 231     $ (3,695 )   $ -     $ (8,986 )

Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act from AOCL to Retained Earnings

    (1,325 )     50       (798 )     -       (2,073 )

Impact of adoption of Accounting Standard Update 2016-01

    -       -       -       779       779  
                                         

Other comprehensive income before reclassifications, net of tax

    (9,654 )     7,505       -       13       (2,136 )
                                         

Amounts reclassified from accumulated other comprehensive income (loss), net of tax

    -       241       168       -       409  
                                         

Net current period other comprehensive income, net of tax

    (9,654 )     7,746       168       13       (1,727 )
                                         

Ending balance, net of tax

  $ (16,501 )   $ 8,027     $ (4,325 )   $ 792     $ (12,007 )

 

- 40 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables set forth significant amounts reclassified from accumulated other comprehensive income (loss) by component for the periods indicated:

 

For the three months ended June 30, 2019

             
   

Amounts Reclassified from

     

Details about Accumulated Other

 

Accumulated Other

   

Affected Line Item in the Statement

Comprehensive Loss Components

 

Comprehensive Loss

   

Where Net Income is Presented

   

(In thousands)

     

Unrealized gains (losses) on available for sale securities

  $ (15 )  

Net loss on sale of securities

      5    

Provision for income taxes

    $ (10 )  

Net of tax

Cash flow hedges:

           

Interest rate swaps

  $ 647    

Other interest expense

      (200 )  

Provision for income taxes

    $ 447    

Net of tax

Amortization of defined benefit pension items:

           

Actuarial gain (losses)

  $ (31 ) (1)

Other operating expense

Prior service credits

    20   (1)

Other operating expense

      (11 )  

Total before tax

      3    

Provision for income taxes

    $ (8 )  

Net of tax

 

 

For the three months ended June 30, 2018

             
   

Amounts Reclassified from

     

Details about Accumulated Other

 

Accumulated Other

   

Affected Line Item in the Statement

Comprehensive Loss Components

 

Comprehensive Loss

   

Where Net Income is Presented

   

(In thousands)

     
             

Cash flow hedges:

           

Interest rate swaps

  $ (273 )  

Other interest expense

      86    

Provision for income taxes

    $ (187 )  

Net of tax

             

Amortization of defined benefit pension items:

           

Actuarial losses

  $ (133 ) (1)

Other operating expense

Prior service credits

    9   (1)

Other operating income

      (124 )  

Total before tax

      40    

Provision for income taxes

    $ (84 )  

Net of tax

 

- 41 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

For the six months ended June 30, 2019

             
   

Amounts Reclassified from

     

Details about Accumulated Other

 

Accumulated Other

   

Affected Line Item in the Statement

Comprehensive Loss Components

 

Comprehensive Loss

   

Where Net Income is Presented

   

(In thousands)

     

Unrealized gains (losses) on available for sale securities

  $ (15 )  

Net loss on sale of securities

      5    

Provision for income taxes

    $ (10 )  

Net of tax

Cash flow hedges:

           

Interest rate swaps

  $ 848    

Other interest income

      (262 )  

Provision for income taxes

    $ 586    

Net of tax

Amortization of defined benefit pension items:

           

Actuarial gain (losses)

  $ (63 ) (1)

Other operating expense

Prior service credits

    42   (1)

Other operating expense

      (21 )  

Total before tax

      6    

Provision for income taxes

    $ (15 )  

Net of tax

 

For the six months ended June 30, 2018

             
   

Amounts Reclassified from

     

Details about Accumulated Other

 

Accumulated Other

   

Affected Line Item in the Statement

Comprehensive Loss Components

 

Comprehensive Loss

   

Where Net Income is Presented

   

(In thousands)

     

Cash flow hedges:

           

Interest rate swaps

  $ (351 )  

Interest expense

      110    

Provision for income taxes

    $ (241 )  

Net of tax

             

Amortization of defined benefit pension items:

           

Actuarial losses

  $ (265 ) (1)

Other operating expense

Prior service credits

    19   (1)

Other operating expense

      (246 )  

Total before tax

      78    

Provision for income taxes

    $ (168 )  

Net of tax

 

 

(1)

These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 10 (“Pension and Other Postretirement Benefit Plans”) for additional information.

 

 

 

15.      Regulatory Capital

 

Under current capital regulations, the Bank is required to comply with four separate capital adequacy standards. As June 30, 2019, the Bank continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The Bank is also required to comply with a Capital Conservation Buffer (“CCB”). The CCB is designed to establish a capital range above minimum capital requirements and impose constraints on dividends, share buybacks and discretionary bonus payments when capital levels fall below prescribed levels. The minimum CCB is 2.500%. The CCB for the Bank at June 30, 2019 was 5.07%.

 

- 42 -


 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

Set forth below is a summary of the Bank’s compliance with banking regulatory capital standards.

 

   

June 30, 2019

   

December 31, 2018

 
           

Percent of

           

Percent of

 
   

Amount

   

Assets

   

Amount

   

Assets

 
   

(Dollars in thousands)

 
                                 

Tier I (leverage) capital:

                               

Capital level

  $ 667,882       9.69

%

  $ 660,782       9.85

%

Requirement to be well capitalized

    344,642       5.00       335,512       5.00  

Excess

    323,240       4.69       325,270       4.85  
                                 

Common Equity Tier I risk-based capital:

                               

Capital level

  $ 667,882       12.66

%

  $ 660,782       13.28

%

Requirement to be well capitalized

    342,872       6.50       323,386       6.50  

Excess

    325,010       6.16       337,396       6.78  
                                 

Tier 1 risk-based capital:

                               

Capital level

  $ 667,882       12.66

%

  $ 660,782       13.28

%

Requirement to be well capitalized

    421,997       8.00       398,014       8.00  

Excess

    245,885       4.66       262,768       5.28  
                                 

Total risk-based capital:

                               

Capital level

  $ 689,392       13.07

%

  $ 681,727       13.70

%

Requirement to be well capitalized

    527,496       10.00       497,517       10.00  

Excess

    161,896       3.07       184,210       3.70  

 

 

- 43 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The Holding Company is subject to the same regulatory capital requirements as the Bank. As of June 30, 2019, the Holding Company continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Holding Company at June 30, 2019 was 5.22%.

 

Set forth below is a summary of the Holding Company’s compliance with banking regulatory capital standards.

 

   

June 30, 2019

   

December 31, 2018

 
           

Percent of

           

Percent of

 
   

Amount

   

Assets

   

Amount

   

Assets

 
   

(Dollars in thousands)

 
                                 

Tier I (leverage) capital:

                               

Capital level

  $ 600,730       8.72

%

  $ 586,582       8.74

%

Requirement to be well capitalized

    344,637       5.00       335,616       5.00  

Excess

    256,093       3.72       250,966       3.74  
                                 

Common Equity Tier I risk-based capital:

                               

Capital level

  $ 558,848       10.60

%

  $ 546,230       10.98

%

Requirement to be well capitalized

    342,840       6.50       323,382       6.50  

Excess

    216,008       4.10       222,848       4.48  
                                 

Tier 1 risk-based capital:

                               

Capital level

  $ 600,730       11.39

%

  $ 586,582       11.79

%

Requirement to be well capitalized

    421,957       8.00       398,008       8.00  

Excess

    178,773       3.39       188,574       3.79  
                                 

Total risk-based capital:

                               

Capital level

  $ 697,240       13.22

%

  $ 682,527       13.72

%

Requirement to be well capitalized

    527,446       10.00       497,511       10.00  

Excess

    169,794       3.22       185,016       3.72  

 

 

 

- 44 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

16.     New Authoritative Accounting Pronouncements

 

Accounting Standards Adopted in 2019:

 

In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, Leases, which requires lessees to recognize leases on the balance sheet, makes targeted changes to lessor accounting, and enhances disclosures to include key information about leasing arrangements. An entity may adopt the new guidance by either restating prior periods and recording a cumulative effect adjustment at the beginning of the earliest comparative period presented (the modified retrospective transition approach) or by recording a cumulative adjustment at the beginning of the period of adoption (the additional transition method). The Company adopted this standard using the additional transition method approach and elected to use the effective date, January 1, 2019, as the date of initial application. As part of the Company’s adoption of ASC 842, the Company undertook a detailed scoping exercise to identify all leasing arrangements subject to the new leasing guidance and believes that all arrangements that meet the definition of a lease under historic US GAAP will continue to meet the definition of a lease under ASC 842. Upon adoption, the Company recorded right of use assets totaling $45.4 million and operating lease liabilities totaling $54.0 million. Additionally, a deferred gain from the sale of buildings totaling $2.7 million, net of tax, was reclassified to retained earnings.

 

As the rate implicit in each of the Company’s leases is not readily determinable, the Company is required to apply the Company’s incremental borrowing rate (“IBR”) to calculate the lease liability and right-of-use (“ROU”) asset for its leasing arrangements. The Company has used its unsecured Kroll rating as a starting point for calculation of the IBR and will adjust for considerations of collateral (i.e., notch the Company’s Kroll rating from an unsecured to a secured rating). The Company will also consider lease renewal options reasonably certain of exercise for purposes of determining the term of the underlying borrowing. The Company has considered various other factors, including, economic environment and determined that these factors do not currently impact the Company’s IBR calculation. The Company will continue to assess the appropriateness of the conclusions reached herein with respect to each of the factors discussed above and will determine the appropriate IBR for each new lease arrangement or modification, as required.

 

The new leasing standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. ASC 842 also provides certain accounting policy elections for an entity’s ongoing accounting. For operating leases wherein the Company is the lessee, the Company has elected the practical expedient to not separate lease and non-lease components. See Note 8 (“Leases”) for additional information.

 

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815)” providing targeted improvements to the accounting for hedging activities, which is effective January 1, 2019, with early adoption permitted in any interim period or fiscal year before the effective date. The guidance introduces a number of amendments, several of which are optional, that are designed to simplify the application of hedge accounting, improve financial statement transparency and more closely align hedge accounting with an entity’s risk management strategies. This ASU eliminates the requirement to separately measure and report hedge ineffectiveness and changes the presentation so that all items that affect earnings are in the same income statement line as the hedged item. The Company adopted this standard January 1, 2019, as the date of initial application. As a result of adoption, fair value adjustments on qualifying fair value hedges were recorded in interest income during the three and six months ended June 30, 2019. These adjustments were recorded in non-interest income in prior periods. See Note 12 (“Derivative Financial Instruments”) for additional information.

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

Accounting Standards Pending Adoption:

 

In August 2018, the FASB issued ASU No. 2018-14, “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20)” providing targeted improvements to the disclosures required for Defined Benefit Plans. The amendments in in this Update are effective for fiscal years ended after December 15, 2020. Early adoption is permitted. The amendments are to be applied on a retrospective basis to all periods presented. We are currently evaluating the impact of adopting this new guidance on our disclosures.

 

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820)”. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2019. Early adoption is permitted. The amendments are to be applied on a retrospective basis to all periods presented. We are currently evaluating the impact of adopting this new guidance on our disclosures.

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The ASU simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. Under this ASU, the Company should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value. The impairment charge is limited to the amount of goodwill allocated to that reporting unit. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The guidance is not expected to have a significant impact on the Company's financial positions, results of operations or disclosures.

 

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses” which sets forth a “current expected credit loss” (“CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and will apply to the measurement of credit losses on financial assets measured at amortized cost and to some off-balance sheet credit exposures. This ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has been collecting and evaluating data and system requirements to implement this standard. Management has developed inter-departmental steering and working committees to evaluate and implement CECL. We have chosen a vendor solution to model CECL results and are in the middle stages of implementing this solution. The adoption of this update could have a material impact on the Company’s consolidated results of operations and financial condition. The extent of the impact is still unknown and will depend on many factors, such as the composition of the Company’s loan portfolio and expected loss history at adoption.

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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, 2018. 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 its direct and indirect wholly owned subsidiaries, Flushing Bank (the “Bank”), Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc.

 

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, 2018. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “goals,” “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 Bank was organized in 1929 as a New York State-chartered mutual savings bank. Today the Bank operates as a full-service New York State commercial bank. The Bank’s primary regulator is the New York State Department of Financial Services, and its primary federal regulator is 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. 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. The Bank also operates an internet branch, which operates under the brands of iGObanking.com® and BankPurely® (the “Internet Branch”). The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the Bank, issuances of subordinated debt, 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.”

 

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 loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) Small Business Administration (“SBA”) loans and other small business loans; (3) construction 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 our interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our net 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 primarily 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 Loan 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 changes in the fair value of financial assets and financial liabilities for which changes in value are recorded through earnings, our periodic provision for loan losses and specific provision for losses on real estate owned.

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

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:

 

 

manage cost of funds and continue to improve funding mix;

 

 

manage interest income by leveraging loan pricing opportunities and portfolio mix;

 

 

enhance earnings power by improving scalability and efficiency;

 

 

manage credit risk;

 

 

remain well capitalized;

 

 

increase our commitment to the multi-cultural marketplace, with a particular focus on the Asian community;

 

 

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 or held-to-maturity.

 

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 11 (“Fair Value of Financial Instruments”) of the Notes to the Consolidated Financial Statements.

 

During the three months ended June 30, 2019, we continued to experience pricing pressure due to the inverted yield curve at the pricing point for our loan tenor, which has slowed the pace of our mortgage loan closings. In the past, we have articulated our strategy of focusing on rate over volume. During the three months ended June 30, 2019, we modified our position due to the market conditions. As a result, the total loan pipeline increased $149.1 million to $423.9 million at June 30, 2019, which is the largest level since 1Q16. Overall loan closings for the three months ended June 30, 2019, totaled $296.4 million, an increase of 49.7% from the three months ended March 31, 2019.

 

During the three months ended June 30, 2019, the yield on interest-earning assets decreased three basis points, while the cost of interest-bearing liabilities increased 10 basis points from the three months ended March 31, 2019, resulting in net interest margin compression of 12 basis points. The increase in the cost of interest-bearing liabilities was primarily driven by pricing pressure on our retail and municipal deposits, as competition from traditional bank and non-bank competitors remains very strong.

 

Credit quality remained strong at June 30, 2019, as non-accrual and non-performing loans were essentially unchanged from March 31, 2019. The quarter’s $1.0 million in net charge-offs resulted primarily from one commercial business loan relationship that also had a partial charge-off in the first quarter. Additional information became available on this loan, which led to the charge-off recorded this quarter. At June 30, 2019, the relationship has a remaining book value of $0.2 million. The average loan-to-value on our non-performing real estate loans at June 30, 2019 remained conservative at 35.4%.

 

The Bank and Company are subject to the same regulatory capital requirements. See Note 15 (“Regulatory Capital”) of the Notes to the Consolidated Financial Statements.

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2019 AND 2018

 

General. Net income for the three months ended June 30, 2019 was $10.6 million, a decrease of $3.4 million, or 24.2%, compared to $13.9 million for the three months ended June 30, 2018. Diluted earnings per common share were $0.37 for the three months ended June 30, 2019, a decrease of $0.11, or 22.9%, from $0.48 for the three months ended June 30, 2018.

 

Return on average equity decreased to 7.5% for the three months ended June 30, 2019 from 10.5% for the three months ended June 30, 2018. Return on average assets decreased to 0.6% for the three months ended June 30, 2019 from 0.9% for the three months ended June 30, 2018.

 

Interest Income. Interest and dividend income increased $6.3 million, or 9.9%, to $69.6 million for the three months ended June 30, 2019 from $63.3 million for the three months ended June 30, 2018. The increase in interest income was primarily attributable to an increase of $358.9 million in the average balance of interest-earning assets to $6,540.1 million for the three months ended June 30, 2019 from $6,181.2 million for the comparable prior year period, combined with an increase of 15 basis points in the yield of interest-earning assets to 4.26% for the three months ended June 30, 2019, from 4.11% in the comparable prior year period. The increase in the yield on interest-earning assets was primarily due to an increase of $249.0 million in the average balance of total loans, net, which have a higher yield than the yield of total interest-earning assets and an improvement of 17 basis points, 16 basis points and 75 basis points in the yields of total loans, net, taxable securities and tax-exempt securities, respectively, for the three months ended June 30, 2019 from the comparable prior year period. Additionally, the yield on interest-earning deposits and federal funds sold increased 50 basis points for the three months ended June 30, 2019, from the comparable prior year period due to increases in the Federal Funds rate. The increase of 17 basis points in the yield on the total loans, net, was primarily due to loans being both originated and repriced at higher rates. The 16 basis points in taxable securities and 75 basis points in tax-exempt securities primarily resulted from the positive effect of the sale of lower yielding securities in fourth quarter of 2018 and purchases of new securities at higher yields than the existing portfolio yield. Excluding prepayment penalty income, recovered interest from loans and net losses from fair value adjustments on qualifying hedges, the yield on total loans, net, would have increased 23 basis points to 4.42% for the three months ended June 30, 2019 from 4.19% for the three months ended June 30, 2018.

 

Interest Expense. Interest expense increased $8.9 million, or 43.2%, to $29.6 million for the three months ended June 30, 2019, from $20.7 million for the three months ended June 30, 2018. The increase in interest expense was primarily due to an increase of 53 basis points in the average cost of interest-bearing liabilities to 2.03% for the three months ended June 30, 2019, from 1.50% for the three months ended June 30, 2018, combined with an increase of $309.6 million in the average balance of interest-bearing liabilities to $5,825.2 million for the three months ended June 30, 2019, from $5,515.6 million for the comparable prior year period. The 53 basis point increase in the cost of interest-bearing liabilities was primarily due to increases in borrowing costs and in the rates we pay on some of our deposit products to stay competitive within our market.

 

Net Interest Income. Net interest income for the three months ended June 30, 2019, was $40.0 million, a decrease of $2.6 million, or 6.2%, from $42.6 million for the three months ended June 30, 2018. The decrease in net interest income was primarily due to the 53 basis point increase in the cost of interest-bearing liabilities to 2.03% for the three months ended June 30, 2019, from 1.50% for the comparable prior year period, partially offset by an increase of 15 basis points in the yield of interest-earning assets to 4.26% for the three months ended June 30, 2019, as compared to 4.11% for the three months ended June 30, 2018. The net effect of the above on both the net interest spread and net interest margin were decreases of 38 basis points to 2.23% and 32 basis points to 2.45%, respectively, for the quarter ended June 30, 2019, compared to the quarter ended June 30, 2018. Included in net interest income was prepayment penalty income from loans and securities totaling $1.1 million and $1.6 million for the three months ended June 30, 2019 and 2018, respectively, recovered interest from non-accrual loans totaling $0.5 million and $0.2 million for the three months ended June 30, 2019 and 2018, respectively, and net losses from fair value adjustments on qualifying hedges totaling $0.8 million for three months ended June 30, 2019. Excluding prepayment penalty income, recovered interest, and net losses from fair value adjustment on qualifying hedges, the net interest margin for the three months ended June 30, 2019 was 2.40%, a decrease of 26 basis points, from to 2.66% for the three months ended June 30, 2018.

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

Provision for Loan Losses. During the three months ended June 30, 2019, a provision for loan losses was recorded for $1.5 million, compared to none for the three months ended June 30, 2018. The provision was primarily the result of one commercial business loan relationship being written down to a remaining book balance of $0.2 million at June 30, 2019 and growth in the loan portfolio. During the three months ended June 30, 2019, the Bank recorded net charge-offs totaling $1.0 million, while non-accrual loans decreased $0.6 million to $15.7 million from $16.3 million at December 31, 2018. The current average loan-to-value ratio for our non-performing loans collateralized by real estate was 35.4% at June 30, 2019. The Bank continues to maintain conservative underwriting standards. See “Allowance for Loan Losses” below and Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.

 

Non-Interest Income. Non-interest income for the three months ended June 30, 2019 was $2.5 million, a decrease of $0.7 million, or 22.6%, from $3.2 million for the three months ended June 30, 2018. The decrease in non-interest income was primarily due to an increase of $1.7 million in net losses from fair value adjustments, combined with a decrease of $0.3 million from net gains on sale of loans as compared to the three months ended June 30, 2018. These decreases in non-interest income were partially offset by a gain on sale of asset for $0.8 million and the recording of a $0.5 million capital gain from the redemption of $1.2 million in assets held in a rabbi trust during the three months ended June 30, 2019.

 

Non-Interest Expense. Non-interest expense was $27.2 million for the three months ended June 30, 2019, a decrease of $0.2 million, or 0.9%, from $27.4 million for the three months ended June 30, 2018. The decrease was primarily due to reductions in legal expenses, offset by the growth of the Bank resulting in increases in salaries and benefits, occupancy and equipment and depreciation expenses.

 

Income before Income Taxes. Income before the provision for income taxes decreased $4.6 million, or 24.9%, to $13.8 million for the three months ended June 30, 2019 from $18.4 million for the three months ended June 30, 2018 for the reasons discussed above.

 

Provision for Income Taxes. The provision for income taxes was $3.3 million for the three months ended June 30, 2019, a decrease of $1.2 million, or 27.1%, from $4.5 million for the three months ended June 30, 2018. The decrease was primarily due to a reduction in income before income taxes and a decrease in the effective tax rate to 23.7% for the three months ended June 30, 2019 from 24.4% in the comparable prior year period.

 

 

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018

 

General. Net income for the six months ended June 30, 2019 was $17.6 million, a decrease of $7.7 million, or 30.4%, compared to $25.3 million for the six months ended June 30, 2018. Diluted earnings per common share were $0.61 for the six months ended June 30, 2019, a decrease of $0.27, or 30.7%, from $0.88 for the six months ended June 30, 2018.

 

Return on average equity decreased to 6.3% for the six months ended June 30, 2019 from 9.5% for the six months ended June 30, 2018. Return on average assets decreased to 0.5% for the six months ended June 30, 2019 from 0.8% for the six months ended June 30, 2018.

 

Interest Income. Interest and dividend income increased $15.3 million, or 12.3%, to $139.4 million for the six months ended June 30, 2019 from $124.1 million for the six months ended June 30, 2018. The increase in interest income was primarily attributable to an increase of $390.5 million in the average balance of interest-earning assets to $6,530.7 million for the six months ended June 30, 2019 from $6,140.2 million for the comparable prior year period, combined with an increase of 22 basis points in the yield of interest-earning assets to 4.28% for the six months ended June 30, 2019, from 4.06% in the comparable prior year period. The increase in the yield on interest-earning assets was primarily due to an increase of $281.0 million in the average balance of total loans, net, which have a higher yield than the yield of total interest-earning assets and an improvement of 23 basis points, 25 basis points and 67 basis points in the yields of total loans, net, taxable securities and tax-exempt securities, respectively, for the six months ended June 30, 2019 from the comparable prior year period. Additionally, the yield on interest-earning deposits and federal funds sold increased 67 basis points for the six months ended June 30, 2019, from the comparable prior year period due to increases in the Federal Funds rate. The increase of 23 basis points in the yield on the total loans, net, was primarily due to loans being both originated and repriced at higher rates. The 25 basis points in taxable securities and 67 basis points in tax-exempt securities primarily resulted from the positive effect of the sale of lower yielding securities in fourth quarter of 2018 and purchases of new securities at higher yields than the existing portfolio yield. Excluding prepayment penalty income, recovered interest from loans and net losses from fair value adjustments on qualifying hedges, the yield on total loans, net, would have increased 27 basis points to 4.42% for the six months ended June 30, 2019 from 4.15% for the six months ended June 30, 2018.

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

Interest Expense. Interest expense increased $18.7 million, or 48.3%, to $57.6 million for the six months ended June 30, 2019, from $38.8 million for the six months ended June 30, 2018. The increase in interest expense was primarily due to an increase of 56 basis points in the average cost of interest-bearing liabilities to 1.98% for the six months ended June 30, 2019, from 1.42% for the six months ended June 30, 2018, combined with an increase of $339.0 million in the average balance of interest-bearing liabilities to $5,818.3 million for the six months ended June 30, 2019, from $5,479.3 million for the comparable prior year period. The 56 basis point increase in the cost of interest-bearing liabilities was primarily due to increases in borrowing costs and in the rates we pay on some of our deposit products to stay competitive within our market.

 

Net Interest Income. For the six months ended June 30, 2019, net interest income was $81.8 million, a decrease of $3.4 million, or 4.0%, from $85.2 million for the six months ended June 30, 2018. The decrease in net interest income was primarily due to the 56 basis point increase in the cost of interest-bearing liabilities to 1.98% for the six months ended June 30, 2019, from 1.42% for the comparable prior year period, partially offset by an increase of 22 basis points in the yield of interest-earning assets to 4.28% for the six months ended June 30, 2019, as compared to 4.06% for the six months ended June 30, 2018. The net effect of the above on both the net interest spread and net interest margin were decreases of 34 basis points to 2.30% and 28 basis points to 2.51%, respectively, for the six months ended June 30, 2019, compared to the six months ended June 30, 2018. Included in net interest income was prepayment penalty income from loans and securities totaling $1.9 million and $2.5 million for the six months ended June 30, 2019 and 2018, respectively, recovered interest from non-accrual loans totaling $1.2 million and $0.4 million for the six months ended June 30, 2019 and 2018, respectively, and net losses from fair value adjustments on qualifying hedges totaling $1.5 million for six months ended June 30, 2019. Excluding prepayment penalty income, recovered interest and net losses from fair value adjustment on qualifying hedges, the net interest margin for the six months ended June 30, 2019 was 2.46%, a decrease of 24 basis points, as compared to 2.70% for the six months ended June 30, 2018.

 

Provision for Loan Losses. During the six months ended June 30, 2019, a provision for loan losses was recorded for $2.4 million, compared to $0.2 million for the six months ended June 30, 2018. The provision was primarily the result of one commercial business loan relationship written down to a remaining book balance of $0.2 million at June 30, 2019 and growth in the loan portfolio. During the six months ended June 30, 2019, the Bank recorded net charge-offs totaling $1.9 million, while non-accrual loans decreased $0.6 million to $15.7 million from $16.3 million at December 31, 2018. The current average loan-to-value ratio for our non-performing loans collateralized by real estate was 35.4% at June 30, 2019. The Bank continues to maintain conservative underwriting standards. See “Allowance for Loan Losses” below and Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.

 

Non-Interest Income. Non-interest income for the six months ended June 30, 2019 was $3.4 million, a decrease of $3.0 million, or 46.7%, from $6.4 million for the six months ended June 30, 2018. The decrease in non-interest income was primarily due to an increase of $3.7 million in net losses from fair value adjustments, combined with a decrease of $0.7 million in life insurance proceeds as compared to the six months ended June 30, 2018. These decreases in non-interest income were partially offset by a gain on sale of asset totaling $0.8 million and the recording of a $0.5 million capital gain from the redemption of $1.2 million in assets held in a rabbi trust during the six months ended June 30, 2019.

 

Non-Interest Expense. Non-interest expense was $59.6 million for the six months ended June 30, 2019, an increase of $0.9 million, or 1.5%, from $58.7 million for the six months ended June 30, 2018. The increase was due to the accelerated vesting of restricted stock awards upon an employees’ death totaling $0.5 million, and due to the growth of the Bank increases in salaries and benefits, occupancy and equipment and depreciation expenses, partially offset by a reduction in legal expenses.

 

Income before Income Taxes. Income before the provision for income taxes decreased $9.6 million, or 29.3%, to $23.2 million for the six months ended June 30, 2019 from $32.8 million for the six months ended June 30, 2018 for the reasons discussed above.

 

Provision for Income Taxes. The provision for income taxes was $5.6 million for the six months ended June 30, 2019, a decrease of $1.9 million, or 25.3%, from $7.4 million for the six months ended June 30, 2018. The decrease was primarily due to a reduction in income before income taxes partially offset by an increase in the effective tax rate to 24.0% for the six months ended June 30, 2019 from 22.7% in the comparable prior year period.

 

 

 

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

FINANCIAL CONDITION

 

Assets. Total assets at June 30, 2019 were $6,945.6 million, an increase of $111.5 million, or 1.6%, from $6,834.2 million at December 31, 2018. Total loans, net increased $86.4 million, or 1.6%, during the six months ended June 30, 2019 to $5,616.9 million from $5,530.5 million at December 31, 2018. Loan originations and purchases were $494.4 million for the six months ended June 30, 2019, a decrease of $102.8 million, or 17.2%, from $597.2 million for the six months ended June 30, 2018. During the six months ended June 30, 2019, we continued to focus on the origination of multi-family residential, commercial real estate and commercial business loans with a full banking relationship. The loan pipeline increased to $423.9 million at June 30, 2019, compared to $196.6 million at December 31, 2018.

 

The following table shows loan originations and purchases for the periods indicated:

 

   

For the three months

   

For the six months

 
   

ended June 30,

   

ended June 30,

 

(In thousands)

 

2019

   

2018

   

2019

   

2018

 

Multi-family residential (1)

  $ 55,629     $ 70,972       82,843     $ 152,153  

Commercial real estate (2)

    42,700       64,890       56,641       136,444  

One-to-four family – mixed-use property (3)

    12,885       12,294       29,308       28,362  

One-to-four family – residential (4)

    7,884       6,974       11,770       23,942  

Co-operative appartments

    300       1,500       300       1,500  

Construction (5)

    18,715       9,940       24,616       24,619  

Small Business Administration

    2,255       228       2,584       2,195  

Commercial business and other (6)

    156,029       88,612       286,359       228,019  

Total

  $ 296,397     $ 255,410     $ 494,421     $ 597,234  

 

(1)

Includes purchases of $0.8 million and $14.1 million for the three and six months ended June 30, 2018, respectively.

(2)

Includes purchases of $5.8 million for three and six months ended June 30, 2018.

(3)

Includes purchases of $0.7 million for three and six months ended June 30, 2019.

(4)

Includes purchases of $0.9 million for the six months ended June 30, 2018.

(5)

Includes purchases of $13.7 million and $16.0 million for the three and six months ended June 30, 2019, respectively.

(6)

Includes purchases of $44.9 million and $34.0 million for the three months ended June 30, 2019 and 2018, respectively. Includes purchases of $99.5 million and $88.7 million for the six months ended June 30, 2019 and 2018, respectively.

 

 

The Bank maintains its 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 (excluding underlying co-operative mortgages), commercial real estate and one-to-four family mixed-use property mortgage loans originated and purchased during the three months ended June 30, 2019 had an average loan-to-value ratio of 37.9% and an average debt coverage ratio of 192%.

 

The Bank’s non-performing assets totaled $16.0 million at June 30, 2019, a decrease of $0.3 million, or 1.9%, from $16.3 million at December 31, 2018. Total non-performing assets as a percentage of total assets were 0.23% at June 30, 2019 compared to 0.24% at December 31, 2018. The ratio of allowance for loan losses to total non-performing loans was 136.99% at June 30, 2019 and 128.87% at December 31, 2018.

 

During the six months ended June 30, 2019, mortgage-backed securities including held-to-maturity decreased $3.5 million, or 0.6%, to $562.4 million from $565.9 million at December 31, 2018. The decrease in mortgage-backed securities during the six months ended June 30, 2019 was primarily due to sales of securities totaling $26.4 million at an average yield of 3.10% and an increase in the fair value of $12.8 million, partially offset by principal repayments of $43.4 million.

 

During the six months ended June 30, 2019, other securities, including held-to-maturity, increased $17.6 million, or 6.1%, to $306.4 million from $288.8 million at December 31, 2018. The increase in other securities during the six months ended June 30, 2019, was primarily due to purchases totaling $47.9 million at an average yield of 3.78% and an increase in fair value of $4.4 million, partially offset by calls and maturities of municipals securities totaling $33.1 million and $1.6 million, respectively. At June 30, 2019 other securities primarily consist of securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, corporate bonds and CLO’s.

 

Liabilities. Total liabilities were $6,380.2 million at June 30, 2019, an increase of $95.5 million, or 1.5%, from $6,284.7 million at December 31, 2018. During the six months ended June 30, 2019, due to depositors decreased $90.2 million, or 1.8%, to $4,825.7 million due to decreases of $71.0 million in non-maturity deposits, coupled with a decrease of $19.2 million in certificates of deposit. Included in deposits were brokered deposits totaling $199.1 million, a decrease of $102.5 million from $301.7 million at December 31, 2018. The decrease in non-maturity deposits was primarily due to a decrease of $125.8 million in money market accounts resulting from seasonal outflows of municipal deposits, partially offset by an increase of $68.0 million in NOW accounts. Borrowed funds increased $121.0 million during the six months ended June 30, 2019. The increase in borrowed funds was primarily due to an increase in FHLB-NY short-term borrowings to replace the seasonal outflow of government deposits.

 

- 52 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

Equity. Total stockholders’ equity increased $15.9 million, or 2.9%, to $565.4 million at June 30, 2019 from $549.5 million at December 31, 2018. Stockholders’ equity increased primarily due to net income of $17.6 million and the net impact of vesting and exercising of shares of employee and director stock plans totaling $5.5 million. Additionally, stockholders’ equity was also positively impacted by an improvement of $2.1 million in other comprehensive loss. These increases were partially offset the declaration and payment of dividends on the Company’s common stock of $0.42 per common share totaling $12.1 million. Book value per common share was $20.06 at June 30, 2019 compared to $19.64 at December 31, 2018.

 

Cash flow. During the six months ended June 30, 2019, funds provided by the Company's operating activities amounted to $33.3 million. These funds, combined with $22.4 million from financing activities and $118.6 million available from the beginning of the period were utilized to fund $117.8 million used in investing activities. The Company's primary business objective is the origination and purchase of multi-family residential loans, commercial business loans and commercial real estate mortgage loans and to a lesser extent one-to-four family (including mixed-use properties) and SBA loans. During the six months ended June 30, 2019, the net total of loan originations and purchases less loan repayments and sales was $89.6 million. During the six months ended June 30, 2019, the Company also funded $72.5 million in purchases of securities available for sale, $30.0 million in purchases of securities held-to-maturity and $25.0 million in purchases of BOLI. During the six months ended June 30, 2019, funds were provided by an increase of $165.8 million and $15.0 million in net short-term borrowing and proceeds from long-term borrowings. The funds were used to repay $83.0 million in total deposits and $61.3 million in long-term borrowings. The Company also used funds of $12.1 million for dividend payments during the six months ended June 30, 2019.

 

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 (“GAAP”), 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 operations 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.

 

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 Asset Liability Committee of 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 (shocked) 200 basis points, assuming the yield curves of the rate shocks will be parallel to each other. The Company’s regulators currently place focus on the net portfolio value, focusing on a rate shock up or down of 200 basis points. 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 June 30, 2019. Various estimates regarding prepayment assumptions are made at each level of rate shock. However, prepayment penalty income is excluded from this analysis. Actual results could differ significantly from these estimates. At June 30, 2019, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.

 

 

- 53 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

The following table presents the Company’s interest rate shock as of June 30, 2019:

 

   

Projected Percentage Change In

         
   

Net Interest

   

Net Portfolio

   

Net Portfolio

 

Change in Interest Rate

 

Income

   

Value

   

Value Ratio

 

-200 Basis points

    9.48

%

    32.96

%

    11.73

%

-100 Basis points

    4.45       12.14       10.27  

Base interest rate

    0.00       0.00       9.43  

+100 Basis points

    -5.27       -8.86       8.82  

+200 Basis points

    -10.92       -17.80       8.15  

 

 

 

 

 

- 54 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions 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 tables sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the three and six months ended June 30, 2019 and 2018, 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 June 30,

 
   

2019

   

2018

 
   

Average

           

Yield/

   

Average

           

Yield/

 
   

Balance

   

Interest

   

Cost

   

Balance

   

Interest

   

Cost

 

Assets

 

(Dollars in thousands)

 

Interest-earning assets:

                                               

Mortgage loans, net

  $ 4,590,429     $ 50,206       4.37

%

  $ 4,509,778     $ 47,673       4.23

%

Other loans, net

    974,628       12,067       4.95       806,255       9,649       4.79  

Total loans, net (1) (2)

    5,565,057       62,273       4.48       5,316,033       57,322       4.31  

Taxable securities:

                                               

Mortgage-backed securities

    585,892       4,225       2.88       533,088       3,754       2.82  

Other securities

    242,560       2,135       3.52       122,601       1,023       3.34  

Total taxable securities

    828,452       6,360       3.07       655,689       4,777       2.91  

Tax-exempt securities: (3)

                                               

Other securities

    56,064       595       4.25       124,058       1,084       3.50  

Total tax-exempt securities

    56,064       595       4.25       124,058       1,084       3.50  

Interest-earning deposits and federal funds sold

    90,561       472       2.08       85,406       338       1.58  

Total interest-earning assets

    6,540,134       69,700       4.26       6,181,186       63,521       4.11  

Other assets

    351,407                       303,696                  

Total assets

  $ 6,891,541                     $ 6,484,882                  
                                                 

Liabilities and Equity

                                               

Interest-bearing liabilities:

                                               

Deposits:

                                               

Savings accounts

  $ 200,349       348       0.69     $ 235,564       285       0.48  

NOW accounts

    1,541,956       6,641       1.72       1,444,889       3,364       0.93  

Money market accounts

    1,336,526       6,974       2.09       1,110,690       3,983       1.43  

Certificate of deposit accounts

    1,516,358       8,802       2.32       1,519,348       7,118       1.87  

Total due to depositors

    4,595,189       22,765       1.98       4,310,491       14,750       1.37  

Mortgagors' escrow accounts

    83,799       62       0.30       77,343       38       0.20  

Total deposits

    4,678,988       22,827       1.95       4,387,834       14,788       1.35  

Borrowed funds

    1,146,199       6,739       2.35       1,127,746       5,865       2.08  

Total interest-bearing liabilities

    5,825,187       29,566       2.03       5,515,580       20,653       1.50  

Non interest-bearing deposits

    394,642                       370,790                  

Other liabilities

    111,088                       66,485                  

Total liabilities

    6,330,917                       5,952,855                  

Equity

    560,624                       532,027                  

Total liabilities and equity

  $ 6,891,541                     $ 6,484,882                  
                                                 

Net interest income / net interest rate spread (tax equivalent) (3)

          $ 40,134       2.23

%

          $ 42,868       2.61

%

                                                 

Net interest-earning assets / net interest margin (tax equivalent)

  $ 714,947               2.45

%

  $ 665,606               2.77

%

                                                 
Ratio of interest-earning assets to interest-bearing liabilities                     1.12 X                     1.12 X

 

(1)

Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $0.4 million and $0.3 million for the three months ended June 30, 2019 and 2018.

(2)

Loan interest income includes net losses from fair value adjustments on qualifying hedges of $0.8 million and none for three months ended June 30, 2019 and 2018, respectively.

(3)

Interest and yields are presented on tax equivalent basis using the statutory federal income tax rate of 21% for the periods presented totaling $125,000 and $228,000, respectively.

 

 

- 55 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

   

For the six months ended June 30,

 
   

2019

   

2018

 
   

Average

           

Yield/

   

Average

           

Yield/

 
   

Balance

   

Interest

   

Cost

   

Balance

   

Interest

   

Cost

 

Assets

 

(Dollars in thousands)

 

Interest-earning assets:

                                               

Mortgage loans, net

  $ 4,604,928     $ 101,051       4.39

%

  $ 4,476,509     $ 93,785       4.19

%

Other loans, net

    949,991       23,552       4.96       797,430       18,554       4.65  

Total loans, net (1) (2)

    5,554,919       124,603       4.49       5,273,939       112,339       4.26  

Taxable securities:

                                               

Mortgage-backed securities

    579,679       8,473       2.92       528,922       7,261       2.75  

Other securities

    242,214       4,346       3.59       126,816       2,144       3.38  

Total taxable securities

    821,893       12,819       3.12       655,738       9,405       2.87  

Tax-exempt securities: (3)

                                               

Other securities

    57,113       1,189       4.16       124,091       2,165       3.49  

Total tax-exempt securities

    57,113       1,189       4.16       124,091       2,165       3.49  

Interest-earning deposits and federal funds sold

    96,767       1,027       2.12       86,405       625       1.45  

Total interest-earning assets

    6,530,692       139,638       4.28       6,140,173       124,534       4.06  

Other assets

    349,213                       304,191                  

Total assets

  $ 6,879,905                     $ 6,444,364                  
                                                 

Liabilities and Equity

                                               

Interest-bearing liabilities:

                                               

Deposits:

                                               

Savings accounts

  $ 203,047       709       0.70     $ 250,646       674       0.54  

NOW accounts

    1,515,554       12,672       1.67       1,492,413       6,512       0.87  

Money market accounts

    1,358,228       13,795       2.03       1,068,443       7,058       1.32  

Certificate of deposit accounts

    1,519,909       17,005       2.24       1,432,342       12,581       1.76  

Total due to depositors

    4,596,738       44,181       1.92       4,243,844       26,825       1.26  

Mortgagors' escrow accounts

    73,046       115       0.31       68,202       73       0.21  

Total deposits

    4,669,784       44,296       1.90       4,312,046       26,898       1.25  

Borrowed funds

    1,148,479       13,280       2.31       1,167,222       11,932       2.04  

Total interest-bearing liabilities

    5,818,263       57,576       1.98       5,479,268       38,830       1.42  

Non interest-bearing deposits

    396,724                       367,903                  

Other liabilities

    108,273                       66,531                  

Total liabilities

    6,323,260                       5,913,702                  

Equity

    556,645                       530,662                  

Total liabilities and equity

  $ 6,879,905                     $ 6,444,364                  
                                                 

Net interest income / net interest rate spread (tax equivalent) (3)

          $ 82,062       2.30

%

          $ 85,704       2.64

%

                                                 

Net interest-earning assets / net interest margin (tax equivalent)

  $ 712,429               2.51

%

  $ 660,905               2.79

%

                                                 

Ratio of interest-earning assets to interest-bearing liabilities

                    1.12 X                     1.12 X

 

(1)

Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $0.9 million and $0.4 million for the six months ended June 30, 2019 and 2018.

(2)

Loan interest income includes net losses from fair value adjustments on qualifying hedges of $1.5 million and none for six months ended June 30, 2019 and 2018, respectively.

(3)

Interest and yields are presented on tax equivalent basis using the statutory federal income tax rate of 21% for the periods presented totaling $250,000 and $455,000, respectively.

 

 

- 56 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions 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 six months ended June 30,

 

(In thousands)

 

2019

   

2018

 
                 

Mortgage Loans

               
                 

At beginning of period

  $ 4,638,784     $ 4,401,950  
                 

Mortgage loans originated:

               

Multi-family residential

    82,843       138,064  

Commercial real estate

    56,641       130,644  

One-to-four family – mixed-use property

    29,308       27,677  

One-to-four family – residential

    11,770       23,067  

Co-operative apartments

    300       1,500  

Construction

    8,576       24,619  

Total mortgage loans originated

    189,438       345,571  
                 

Mortgage loans purchased:

               

Multi-family residential

    -       14,089  

Commercial real estate

    -       5,800  

One-to-four family – mixed-use property

    -       685  

One-to-four family – residential

    -       875  

Construction

    16,040       -  

Total mortgage loans purchased

    16,040       21,449  
                 

Less:

               

Principal and other reductions

    221,484       249,996  

Loans transferred to OREO

    239       638  

Sales

    1,043       4,710  
                 

At end of period

  $ 4,621,496     $ 4,513,626  
                 

Non-Mortgage Loans

               
                 

At beginning of period

  $ 897,515     $ 758,286  
                 

Other loans originated:

               

Small Business Administration

    2,584       2,195  

Commercial business

    185,771       138,229  

Other

    1,078       1,099  

Total other loans originated

    189,433       141,523  
                 

Other loans purchased:

               

Commercial business

    99,510       88,691  

Total other loans purchased

    99,510       88,691  
                 

Less:

               

Principal and other reductions

    182,849       178,700  

Sales

    1,970       5,266  
                 

At end of period

  $ 1,001,639     $ 804,534  

 

- 57 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

TROUBLED DEBT RESTRUCUTURED (“TDR”) AND NON-PERFORMING ASSETS

 

The following table shows loans classified as TDR that are performing according to their restructured terms at the periods indicated:

 

 
 
   

June 30,

   

December 31,

 

(In thousands)

  2019     2018  

Accrual Status:

               

Multi-family residential

  $ 1,894     $ 1,916  

One-to-four family - mixed-use property

    1,660       1,692  

One-to-four family - residential

    542       552  

Commercial business and other

    -       279  

Total

    4,096       4,439  
                 
                 

Non-Accrual Status:

               

Taxi medallion

    2,193       3,926  

Total

    2,193       3,926  
                 

Total performing troubled debt restructured

  $ 6,289     $ 8,365  

 

 

 

 

 

- 58 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

The following table shows non-performing assets at the periods indicated:

 

   

June 30,

   

December 31,

 

(In thousands)

  2019     2018  

Non-accrual loans:

               

Multi-family residential

  $ 2,008     $ 2,410  

Commercial real estate

    1,488       1,379  

One-to-four family - mixed-use property

    1,752       928  

One-to-four family - residential

    5,411       6,144  

Construction

    -       -  

Small business administration

    1,224       1,267  

Taxi medallion (1)

    1,361       613  

Commercial business and other

    2,458       3,512  

Total non-performing loans

    15,702       16,253  
                 

Other non-performing assets:

               

Real estate acquired through foreclosure

    239       -  

Other assets acquired through foreclosure

    35       35  

Total

    274       35  
                 

Total non-performing assets

  $ 15,976     $ 16,288  
                 

Non-performing assets to total assets

    0.23 %     0.24 %

Allowance for loan losses to non-performing loans

    136.99 %     128.87 %

 

 

(1)

Not included in the above analysis are non-accrual TDR taxi medallion loans totaling $2.2 million and $3.9 million at June 30, 2019 and December 31, 2018, respectively.

 

 

Included in non-performing loans were six loans totaling $1.6 million at June 30, 2019 and two loans totaling $1.8 million at December 31, 2018, all of which were restructured as TDR and not performing in accordance with restructured terms.

 

 

 

 

- 59 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

 Financial Condition and Results of Operations

 

CRITICIZED AND CLASSIFIED ASSETS

 

Our policy is to review our assets, focusing primarily on the loan portfolio, OREO and the investment portfolios, to ensure that credit quality is maintained at the highest levels. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements for a description of how loans are determined to be criticized or classified and a table displaying criticized and classified loans at June 30, 2019 and December 31, 2018. The Company had classified OREO and other assets acquired through foreclosure totaling $0.2 million and $35,000 at June 30, 2019 and December 31, 2018, respectively. The Company did not hold any criticized or classified investment securities at June 30, 2019 and December 31, 2018. Our total Criticized and Classified assets were $42.1 million at June 30, 2019, a decrease of $10.9 million from $53.1 million at December 31, 2018.

 

On a quarterly basis, all non-accrual collateral dependent loans that are classified as 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 loans reviewed for impairment are then compared to the loans updated fair value. We consider fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the value of the underlying medallion based upon the most recently reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using the income approach. All taxi medallion loans are classified and impaired. For collateral dependent mortgage loans and taxi medallion loans, the portion of the loan balance which exceeds fair value is generally charged-off. At June 30 2019, the current average loan-to-value ratio on our collateral dependent loans reviewed for impairment was 47.6%.

 

 

ALLOWANCE FOR LOAN LOSSES

 

The Allowance for loan losses (“ALLL”) represents the expense charged to earnings based upon management’s quarterly analysis of credit risk. The amount of the ALLL is based upon multiple factors that reflect management’s assessment of the credit quality of the loan portfolio. The factors are both quantitative and qualitative in nature including, but not limited to, historical losses, economic conditions, trends in delinquencies, value and adequacy of underlying collateral, volume and portfolio mix, and internal loan processes.

 

Management has developed a comprehensive analytical process to monitor the adequacy of the ALLL. The process and guidelines were developed using, among other factors, the guidance from federal banking regulatory agencies and GAAP. The results of this process, along with the conclusions of our independent loan review officer, support management’s assessment as to the adequacy of the ALLL at each balance sheet date. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements for a detailed explanation of management’s methodology and policy.

 

As a component of the credit risk assessment, the Bank has established an Asset Classification Committee which carefully evaluates loans which are past due 90 days and/or are classified. The Asset Classification Committee thoroughly assesses the condition and circumstances surrounding each loan meeting the criteria. The Bank also has a Delinquency Committee that evaluates loans meeting specific criteria. The Bank’s loan policy requires loans to be placed into non-accrual status once the loan becomes 90 days delinquent unless there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future.

 

As described in Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements, during the three months ended June 30, 2019, the Company revised its ALLL methodology to further segregate the commercial business and other portfolio into two separate categories. During the six months ended June 30, 2019, the portion of the ALLL related to the loss history increased due to an increase in charge-offs and growth in the loan portfolio and the portion of the ALLL related to qualitative factors increased due to growth in the loan portfolio. The impact from the above resulted in the ALLL totaling $21.5 million, an increase of $0.6 million or 2.7%, from December 31, 2018. Based upon the ALLL methodology and review of the loan portfolio, management concluded a charge to earnings totaling $2.4 million for the six months ended June 30, 2019, to increase the ALLL was warranted. The ALLL represented 0.38% of gross loans outstanding at each of June 30, 2019 and December 31, 2018. The ALLL represented 137.0% of non-performing loans at June 30, 2019 compared to 128.9% at December 31, 2018.

 

Management recommends to the Board of Directors the amount of the ALLL quarterly. The Board of Directors approves the ALLL.

 

- 60 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions 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:

 

   

At or for the six months ended June 30,

 

(Dollars in thousands)

 

2019

   

2018

 
                 

Balance at beginning of period

  $ 20,945     $ 20,351  
                 

Provision for loan losses

    2,446       153  
                 

Loans charged-off:

               

Multi-family residential

    (1 )     (81 )

One-to-four family – residential

    (113 )     (1 )

One-to-four family – mixed-use property

    (1 )     -  

Small Business Administration

    -       (52 )

Taxi medallion

    -       (353 )

Commercial business and other

    (2,137 )     (14 )

Total loans charged-off

    (2,252 )     (501 )
                 

Recoveries:

               

Multi-family residential

    24       2  

Commercial real estate

    7       -  

One-to-four family – mixed-use property

    88       79  

One-to-four family – residential

    7       112  

Small Business Administration

    20       15  

Taxi medallion

    134       -  

Commercial business and other

    91       9  

Total recoveries

    371       217  
                 

Net charge-offs

    (1,881 )     (284 )
                 

Balance at end of period

  $ 21,510     $ 20,220  
                 

Ratio of net charge-offs during the period to average loans outstanding during the period

    0.07

%

    0.01

%

Ratio of allowance for loan losses to gross loans at end of period

    0.38

%

    0.38

%

Ratio of allowance for loan losses to non-performing assets at end of period

    134.64

%

    136.40

%

Ratio of allowance for loan losses to non-performing loans at end of period

    136.99

%

    136.72

%

 

 

 

 

 

 

 

- 61 -

 

 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

 

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 June 30, 2019, 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.

 

 

 

 

 

- 62 -

 

 

PART II – FINANCIAL INFORMATION

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, 2018.

 

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 June 30, 2019:

 

                           

Maximum

 
                   

Total Number of

   

Number of

 
   

Total

           

Shares Purchased

   

Shares That May

 
   

Number

           

as Part of Publicly

   

Yet Be Purchased

 
   

of Shares

   

Average Price

   

Announced Plans

   

Under the Plans

 

Period

 

Purchased

   

Paid per Share

   

or Programs

   

or Programs

 

April 1 to April 30, 2019

    -     $ -       -       467,211  

May 1 to May 31, 2019

    -       -       -       467,211  

June 1 to June 30, 2019

    -       -       -       467,211  

Total

    -       -       -          

 

 

During the quarter ended June 30, 2019 the Company did not repurchase any shares of the Company’s common stock. As of June 30, 2019, 467,211 shares remained to be repurchased under the currently authorized stock repurchase program. Stock will be purchased under the current stock repurchase programs from time to time, in the open market or through private transactions, subject to market conditions. There is no expiration or maximum dollar amount under these authorizations.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

 

- 63 -

 

 

PART II – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

 

ITEM 6. EXHIBITS

 

Exhibit  No.

Description

     
 

3.1 P

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 (5)
 

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

Amended and Restated By-Laws of Flushing Financial Corporation (6)

 

4.1

Subordinated Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee. (7)

 

4.2

First Supplemental Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto. (7)

 

4.3

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. (P: Indicates a filing submitted in paper)

(2)

Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 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 10-K for the year ended December 31, 2011.

(6) 

Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2014.

(7) 

Incorporated by reference to Exhibit filed with Form 8-K filed December 12, 2016.

 

 

 

 

 

 

 

- 64 -

 

 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

SIGNATURES

 

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: 

August 7, 2019

 

By: 

/s/ John R. Buran

 

     

John R. Buran

 
     

President and Chief Executive Officer

           
           
           
           

Dated:

August 7, 2019

 

By: 

/s/ Susan K. Cullen 

 
     

Susan K. Cullen

 
     

Senior Executive Vice President, Treasurer and

     

Chief Financial Officer

 

 

 

 

 

 

 

 

 

- 65 -

 

 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

EXHIBIT INDEX

 

Exhibit  No.

Description

     
 

3.1 P

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 (5)
 

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

Amended and Restated By-Laws of Flushing Financial Corporation (6)

 

4.1

Subordinated Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee. (7)

 

4.2

First Supplemental Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto. (7)

 

4.3

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. (P: Indicates a filing submitted in paper)

(2)

Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 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 10-K for the year ended December 31, 2011.

(6) 

Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2014.

(7) 

Incorporated by reference to Exhibit filed with Form 8-K filed December 12, 2016.

 

 

 

 

 

 

 

- 66 -