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FLUSHING FINANCIAL CORP - Quarter Report: 2022 September (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer” ,“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  __

Accelerated filer  X

Non-accelerated filer  __

Smaller reporting company  __

Emerging growth 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 October 31, 2022 was 29,805,453.

Table of Contents

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

6

Notes to Consolidated Financial Statements

8

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

48

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

64

ITEM 4. Controls and Procedures

64

PART II  — OTHER INFORMATION

ITEM 1. Legal Proceedings

65

ITEM 1A. Risk Factors

65

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

67

ITEM 3. Defaults Upon Senior Securities

67

ITEM 4. Mine Safety Disclosures

67

ITEM 5. Other Information

67

ITEM 6. Exhibits

68

SIGNATURES

70

i

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Financial Condition

Item 1.   Financial Statements

September 30, 

December 31, 

2022

2021

(Unaudited)

(Dollars in thousands, except per share data)

Assets

 

  

 

  

Cash and due from banks

$

164,693

$

81,723

Securities held-to-maturity:

 

  

 

  

Mortgage-backed securities (including assets pledged of $4,548 and $5,643 at September 30, 2022 and December 31, 2021, respectively; fair value of $6,986 and $8,667 at September 30, 2022 and December 31, 2021, respectively)

 

7,880

 

7,894

Other securities, net of allowance of $1,096 and $862 at September 30, 2022 and December 31, 2021 respectively; (none pledged; fair value of $52,727 and $53,362 at September 30, 2022 and December 31, 2021, respectively)

 

66,032

 

49,974

Securities available for sale, at fair value:

 

  

 

  

Mortgage-backed securities (including assets pledged of $210,525 and $212,388 at September 30, 2022 and December 31, 2021, respectively; $317 and $388 at fair value pursuant to the fair value option at September 30, 2022 and December 31, 2021, respectively)

 

468,366

 

572,184

Other securities (none pledged; $12,625 and $14,180 at fair value pursuant to the fair value option at September 30, 2022 and December 31, 2021, respectively)

 

351,495

 

205,052

Loans:

 

 

Multi-family residential

2,608,192

2,517,026

Commercial real estate

1,914,326

1,775,629

One-to-four family --- mixed-use property

560,885

571,795

One-to-four family --- residential

240,484

276,571

Construction

63,651

59,761

Small Business Administration

27,712

93,811

Commercial business and other

1,532,497

1,339,273

Net unamortized premiums and unearned loan fees

8,927

4,239

Less: Allowance for credit losses

 

(41,268)

 

(37,135)

Net loans

 

6,915,406

 

6,600,970

Interest and dividends receivable

 

42,571

 

38,698

Bank premises and equipment, net

 

22,376

 

23,338

Federal Home Loan Bank of New York stock, at cost

 

62,489

 

35,937

Bank owned life insurance

 

212,353

 

210,754

Goodwill

 

17,636

 

17,636

Core deposit intangibles

2,147

2,562

Right of use asset

44,885

 

50,200

Other assets

 

179,090

 

148,989

Total assets

$

8,557,419

$

8,045,911

Liabilities

 

  

 

  

Due to depositors:

 

  

 

  

Non-interest bearing

$

992,378

$

967,621

Interest-bearing

 

5,062,383

 

5,365,911

Total Due to depositors

6,054,761

6,333,532

Mortgagors' escrow deposits

 

70,544

 

51,913

Borrowed funds:

 

  

 

  

Federal Home Loan Bank advances and other borrowings

 

1,336,185

 

636,187

Subordinated debentures

 

186,893

 

122,885

Junior subordinated debentures, at fair value

 

49,752

 

56,472

Total borrowed funds

 

1,572,830

 

815,544

Operating lease liability

48,330

54,155

Other liabilities

 

140,235

 

111,139

Total liabilities

 

7,886,700

 

7,366,283

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; 34,087,623 shares issued at both September 30, 2022 and December 31, 2021; 29,851,253 shares and 30,526,353 shares outstanding at September 30, 2022 and December 31, 2021, respectively)

 

341

 

341

Additional paid-in capital

 

263,755

 

263,375

Treasury stock, at average cost (4,236,370 shares and 3,561,270 shares at September 30, 2022 and December 31, 2021, respectively)

 

(90,977)

 

(75,293)

Retained earnings

 

543,894

 

497,889

Accumulated other comprehensive loss, net of taxes

 

(46,294)

 

(6,684)

Total stockholders' equity

 

670,719

 

679,628

Total liabilities and stockholders' equity

$

8,557,419

$

8,045,911

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

-1-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

For the three months ended

For the nine months ended

    

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

(In thousands, except per share data)

Interest and dividend income

Interest and fees on loans

$

75,546

$

69,198

$

212,254

$

206,218

Interest and dividends on securities:

 

  

 

  

 

  

 

  

Interest

 

5,676

3,706

 

14,350

10,463

Dividends

 

17

 

7

 

36

 

22

Other interest income

506

 

42

716

 

129

Total interest and dividend income

 

81,745

 

72,953

 

227,356

 

216,832

Interest expense

 

  

 

  

 

  

 

  

Deposits

 

11,965

 

4,705

 

20,059

 

16,349

Other interest expense

 

8,574

 

4,884

 

17,882

 

15,188

Total interest expense

 

20,539

 

9,589

 

37,941

 

31,537

Net interest income

 

61,206

 

63,364

 

189,415

 

185,295

Provision (benefit) for credit losses

 

2,145

 

(6,927)

 

5,093

 

(5,705)

Net interest income after provision (benefit) for credit losses

 

59,061

 

70,291

 

184,322

 

191,000

Non-interest income

 

  

 

  

 

  

 

  

Banking services fee income

 

1,351

 

865

 

3,891

 

4,823

Net gain on sale of loans

 

 

131

 

73

 

289

Net gain on disposition of assets

621

Net (loss) gain on sale of securities

 

 

(10)

 

 

113

Net gain (loss) from fair value adjustments

 

5,626

 

(2,289)

 

6,350

 

(7,855)

Federal Home Loan Bank of New York stock dividends

 

538

 

491

 

1,342

 

1,680

Life insurance proceeds

 

 

 

1,536

 

Bank owned life insurance

 

1,132

 

1,015

 

3,361

 

3,021

Other income

 

348

 

663

 

1,108

 

1,275

Total non-interest income

 

8,995

 

866

 

17,661

 

3,967

Non-interest expense

 

 

Salaries and employee benefits

 

21,438

 

20,544

 

66,196

 

63,087

Occupancy and equipment

 

3,541

 

3,534

 

10,905

 

10,423

Professional services

 

2,570

 

1,899

 

7,077

 

6,287

FDIC deposit insurance

 

738

 

618

 

1,773

 

2,560

Data processing

 

1,367

 

1,759

 

4,174

 

5,287

Depreciation and amortization of bank premises and equipment

 

1,488

 

1,627

 

4,395

 

4,904

Other real estate owned / foreclosure expense

 

143

 

182

 

259

 

194

Other operating expenses

 

4,349

 

6,182

 

15,171

 

15,773

Total non-interest expense

 

35,634

 

36,345

 

109,950

 

108,515

Income before income taxes

 

32,422

 

34,812

 

92,033

 

86,452

Provision for income taxes

Federal

 

5,783

 

6,410

 

16,042

 

16,338

State and local

 

3,197

 

2,989

 

9,295

 

6,404

Total provision for income taxes

 

8,980

 

9,399

 

25,337

 

22,742

Net income

$

23,442

$

25,413

$

66,696

$

63,710

Basic earnings per common share

$

0.76

$

0.81

$

2.15

$

2.02

Diluted earnings per common share

$

0.76

$

0.81

$

2.15

$

2.02

Dividends per common share

$

0.22

$

0.21

$

0.66

$

0.63

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

-2-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

(In thousands)

Net income

$

23,442

$

25,413

$

66,696

$

63,710

Other comprehensive income (loss), net of tax:

 

  

 

  

 

  

 

  

Amortization of actuarial losses, net of taxes of $2 and ($39) for the three months ended September 30, 2022 and 2021, respectively, and of ($1) and ($116) for the nine months ended September 30, 2022 and 2021, respectively.

 

(4)

 

86

 

(19)

 

259

Amortization of prior service credits, net of taxes of $2 and $7 for the three months ended September 30, 2022 and 2021, respectively, and of $0 and $19 for the nine months ended September 30, 2022 and 2021, respectively.

 

(5)

 

(14)

 

(21)

 

(44)

Net unrealized losses on securities, net of taxes of $10,266 and $1,209 for the three months ended September 30, 2022 and 2021, respectively, and of $29,925 and $1,518 for the nine months ended September 30, 2022 and 2021, respectively.

 

(22,797)

 

(2,645)

 

(66,658)

 

(3,365)

Reclassification adjustment for net losses (gains) included in income, net of taxes of ($3) for the three months ended September 30, 2021, and net of taxes of $35 for the nine months ended September 30, 2021.

 

 

7

 

 

(78)

Net unrealized gains (losses) on cash flow hedges, net of taxes of ($3,668) and ($910) for the three months ended September 30, 2022 and 2021 respectively, and of ($12,544) and ($4,485) for the nine months ended September 30, 2022 and 2021 respectively.

 

8,190

 

1,991

 

27,856

 

10,310

Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of $184 and ($27) for the three months ended September 30, 2022 and 2021, respectively, and of $389 and ($139) for the nine months ended September 30, 2022 and 2021, respectively.

 

(414)

 

58

 

(768)

 

250

Total other comprehensive income (loss), net of tax

 

(15,030)

 

(517)

 

(39,610)

 

7,332

Comprehensive net income

$

8,412

$

24,896

$

27,086

$

71,042

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

-3-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

For the nine months ended September 30, 

    

2022

    

2021

(In thousands)

Operating Activities

Net income

$

66,696

$

63,710

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

 

  

 

  

Provision (benefit) for credit losses

 

5,093

 

(5,705)

Depreciation and amortization of premises and equipment

 

4,395

 

4,904

Net gain on sales of loans

 

(73)

 

(289)

Net amortization of premiums and (accretion) of discounts

 

309

 

(1,062)

Net gain from disposition of assets

 

 

(621)

Net gain from sale of securities

(113)

Deferred income tax provision (benefit)

 

3,914

 

(762)

Gain from bank owned life insurance

(1,536)

Net loss (gain) from fair value adjustments of qualifying hedges

 

161

 

(957)

Net (gain) loss from fair value adjustments

(6,350)

7,855

Income from bank owned life insurance

 

(3,361)

 

(3,021)

Stock-based compensation expense

 

6,230

 

5,516

Deferred compensation

 

(4,870)

 

(2,571)

Amortization of core deposit intangibles

415

464

Decrease in other assets

 

6,998

 

821

Decrease in other liabilities

 

(13,294)

 

(8,524)

Net cash provided by operating activities

64,727

59,645

Investing Activities

 

  

 

  

Purchases of premises and equipment

 

(3,433)

 

(2,839)

Net (purchases) redemptions of Federal Home Loan Bank-NY shares

 

(26,552)

 

7,281

Purchases of securities held-to-maturity

 

(16,475)

 

Proceeds from prepayments of securities held-to-maturity

 

190

 

Proceeds from bank owned life insurance

 

3,307

 

Purchases of securities available for sale

 

(222,810)

 

(508,402)

Proceeds from sales and calls of securities available for sale

 

 

58,613

Change in cash collateral

44,015

Proceeds from maturities and prepayments of securities available for sale

 

80,503

 

294,004

Net (originations) and repayments of loans

 

(173,311)

 

232,391

Purchases of loans

 

(207,546)

 

(192,705)

Proceeds from sale of loans

 

29,247

 

24,967

Net cash used in investing activities

(492,865)

(86,690)

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Cash Flows (Contd.)

(Unaudited)

    

For the nine months ended September 30, 

2022

2021

(In thousands)

Financing Activities

Net increase in non-interest bearing deposits

$

24,757

$

162,587

Net (decrease) increase in interest-bearing deposits

 

(253,478)

 

168,174

Net increase in mortgagors' escrow deposits

 

18,631

 

21,585

Net proceeds (repayments) from short-term borrowed funds

 

750,000

 

(25,000)

Proceeds from long-term borrowing

 

63,710

 

Repayment of long-term borrowings

 

(50,000)

 

(251,393)

Purchases of treasury stock

 

(22,117)

 

(7,778)

Cash dividends paid

 

(20,395)

 

(19,920)

Net cash provided by financing activities

 

511,108

 

48,255

Net increase in cash and cash equivalents

 

82,970

 

21,210

Cash and cash equivalents, beginning of period

 

81,723

 

157,388

Cash and cash equivalents, end of period

$

164,693

$

178,598

Supplemental Cash Flow Disclosure

 

  

 

  

Interest paid

$

32,459

$

30,727

Income taxes paid

 

24,559

 

21,419

Taxes paid if excess tax benefits on stock-based compensation were not tax deductible

 

25,142

 

21,083

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

-5-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

(Unaudited)

    

    

    

Additional

    

    

    

Accumulated Other

Common

Paid-in

Retained

Treasury

Comprehensive 

(Dollars in thousands, except per share data)

Total

Stock

Capital

Earnings

Stock

Income (Loss)

Balance at December 31, 2021

$

679,628

$

341

$

263,375

$

497,889

$

(75,293)

$

(6,684)

Net income

 

18,219

 

 

 

18,219

 

 

Award of common shares released from Employee Benefit Trust (17,964 shares)

 

287

 

 

287

 

 

 

Vesting of restricted stock unit awards (297,626 shares)

 

 

 

(6,019)

 

(285)

 

6,304

 

Purchase of treasury shares (360,000 shares)

 

(8,469)

 

 

 

 

(8,469)

 

Stock-based compensation expense

 

4,194

 

 

4,194

 

 

 

Repurchase of shares to satisfy tax obligation (97,435 shares)

 

(2,376)

 

 

 

 

(2,376)

 

Dividends on common stock ($0.22 per share)

 

(6,850)

 

 

 

(6,850)

 

 

Other comprehensive loss

 

(8,820)

 

 

 

 

 

(8,820)

Balance at March 31, 2022

$

675,813

$

341

$

261,837

$

508,973

$

(79,834)

$

(15,504)

Net income

 

25,035

 

25,035

Purchase of treasury shares (387,689 shares)

 

(8,534)

 

(8,534)

Vesting of restricted stock unit awards (2,015 shares)

 

 

(38)

(5)

43

Stock-based compensation expense

 

1,061

 

1,061

Repurchase of shares to satisfy tax obligation (766 shares)

 

(17)

 

(17)

Dividends on common stock ($0.22 per share)

 

(6,786)

 

(6,786)

Other comprehensive loss

(15,760)

(15,760)

Balance at June 30, 2022

$

670,812

$

341

$

262,860

$

527,217

$

(88,342)

$

(31,264)

Net income

 

23,442

 

23,442

Purchase of treasury shares (131,174 shares)

 

(2,685)

 

(2,685)

Vesting of restricted stock unit awards (3,995 shares)

 

 

(80)

(6)

86

Stock-based compensation expense

 

975

 

975

Repurchase of shares to satisfy tax obligation (1,672 shares)

 

(36)

 

(36)

Dividends on common stock ($0.22 per share)

 

(6,759)

 

(6,759)

Other comprehensive loss

(15,030)

(15,030)

Balance at September 30, 2022

$

670,719

$

341

$

263,755

$

543,894

$

(90,977)

$

(46,294)

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

(Unaudited

    

    

    

Additional

    

    

    

Accumulated Other

Common

Paid-in

Retained

Treasury

Comprehensive

(Dollars in thousands, except per share data)

Total

Stock

Capital

Earnings

Stock

Income (Loss)

Balance at December 31, 2020

$

618,997

$

341

$

261,533

$

442,789

$

(69,400)

$

(16,266)

Net Income

 

19,039

 

 

 

19,039

 

 

Award of common shares released from Employee Benefit Trust (5,682 shares)

 

74

 

 

74

 

 

 

Vesting of restricted stock unit awards (248,896 shares)

 

 

 

(5,058)

 

(153)

 

5,211

 

Stock-based compensation expense

 

3,470

 

 

3,470

 

 

 

Repurchase of shares to satisfy tax obligation (70,292 shares)

 

(1,290)

 

 

 

 

(1,290)

 

Dividends on common stock ($0.21 per share)

(6,652)

 

 

(6,652)

 

 

Other comprehensive income

 

5,563

 

 

 

 

 

5,563

Balance at March 31, 2021

$

639,201

$

341

$

260,019

$

455,023

$

(65,479)

$

(10,703)

Net Income

19,258

19,258

Award of common shares released from Employee Benefit Trust (6,445 shares)

91

91

Vesting of restricted stock unit awards (10,932 shares)

(221)

(8)

229

Stock-based compensation expense

1,069

1,069

Repurchase of shares to satisfy tax obligation (3,886 shares)

(85)

(85)

Dividends on common stock ($0.21 per share)

(6,653)

(6,653)

Other comprehensive income

2,286

2,286

Balance at June 30, 2021

$

655,167

$

341

$

260,958

$

467,620

$

(65,335)

$

(8,417)

Net Income

25,413

25,413

Award of common shares released from Employee Benefit Trust (5,493 shares)

74

74

Vesting of restricted stock unit awards

Stock-based compensation expense

977

977

Purchase of treasury shares (285,643 shares)

(6,403)

(6,403)

Dividends on common stock ($0.21 per share)

(6,615)

(6,615)

Other comprehensive income

(517)

(517)

Balance at September 30, 2021

$

668,096

$

341

$

262,009

$

486,418

$

(71,738)

$

(8,934)

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

-7-

Table of Contents

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 Service Corporation, FSB Properties Inc., and Flushing Preferred Funding Corporation, which was dissolved as of June 30, 2021, 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, 2021.

When necessary, certain reclassifications were made to prior-year amounts to conform to the current-year presentation. Such reclassifications had no effect on prior period net income or shareholders’ equity and were insignificant amounts.

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 credit losses, the evaluation of goodwill for impairment, the review of the need for a valuation allowance of the Company’s deferred tax assets, and the fair value of financial instruments. A review of goodwill was performed at September 30, 2022 and no impairment was indicated.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

3.     Earnings Per Share

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

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

    

(Dollars in thousands, except per share data)

Net income, as reported

$

23,442

$

25,413

$

66,696

$

63,710

Divided by:

 

  

 

  

 

  

 

  

Total weighted average common shares outstanding and common stock equivalents (1)

 

30,695

 

31,567

 

30,960

 

31,616

Basic earnings per common share

$

0.76

$

0.81

$

2.15

$

2.02

Diluted earnings per common share

$

0.76

$

0.81

$

2.15

$

2.02

Dividend Payout ratio

 

28.9

%  

 

25.9

%

 

30.7

%  

 

31.2

%  

(1)For the three and nine months ended September 30, 2022 and 2021, there were no common stock equivalents that were anti-dilutive.

4.     Securities

The Company did not hold any trading securities at September 30, 2022 and December 31, 2021. Securities available for sale are recorded at fair value. Securities held-to-maturity (“HTM”) are recorded at amortized cost.

The following table summarizes the Company’s portfolio of securities held-to-maturity at September 30, 2022:

Gross

Gross

Amortized

Unrecognized

Unrecognized

    

Cost

    

Fair Value

    

Gains

Losses

(In thousands)

Securities held-to-maturity:

 

  

 

  

 

  

  

Municipals

$

67,128

$

52,727

$

$

14,401

Total municipals

 

67,128

 

52,727

 

 

14,401

FNMA

 

7,880

 

6,986

 

 

894

Total mortgage-backed securities

 

7,880

 

6,986

 

 

894

Allowance for Credit Losses

(1,096)

Total

$

73,912

$

59,713

$

$

15,295

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Table of Contents

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 held-to-maturity at December 31, 2021:

Gross

Gross

Amortized

Unrecognized

Unrecognized

    

Cost

    

Fair Value

    

Gains

Losses

(In thousands)

Securities held-to-maturity:

 

  

 

  

 

  

  

Municipals

$

50,836

$

53,362

$

2,526

$

Total municipals

 

50,836

 

53,362

 

2,526

 

FNMA

 

7,894

 

8,667

 

773

 

Total mortgage-backed securities

 

7,894

 

8,667

 

773

 

Allowance for Credit Losses

(862)

Total

$

57,868

$

62,029

$

3,299

$

The following table summarizes the Company’s portfolio of securities available for sale at September 30, 2022:

Gross

Gross

Amortized

Unrealized

Unrealized

    

Cost

    

Fair Value

    

Gains

    

Losses

(In thousands)

U.S. government agencies

$

84,400

$

81,591

$

11

$

2,820

Corporate

146,428

132,499

13,929

Mutual funds

 

11,131

 

11,131

 

 

Collateralized loan obligations

 

130,371

 

124,780

 

 

5,591

Other

 

1,494

 

1,494

 

 

Total other securities

 

373,824

 

351,495

 

11

 

22,340

REMIC and CMO

 

181,595

 

155,954

 

 

25,641

GNMA

 

9,385

 

7,400

 

4

 

1,989

FNMA

 

204,305

 

174,122

 

 

30,183

FHLMC

 

156,524

 

130,890

 

 

25,634

Total mortgage-backed securities

 

551,809

 

468,366

 

4

 

83,447

Total securities available for sale

$

925,633

$

819,861

$

15

$

105,787

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2021:

Gross

Gross

Amortized

Unrealized

Unrealized

    

Cost

    

Fair Value

    

Gains

    

Losses

(In thousands)

U.S. government agencies

$

5,599

$

5,590

$

$

9

Corporate

107,423

104,370

136

3,189

Mutual funds

 

12,485

 

12,485

 

 

Collateralized loan obligations

 

81,166

 

80,912

 

1

 

255

Other

 

1,695

 

1,695

 

 

Total other securities

 

208,368

 

205,052

 

137

 

3,453

REMIC and CMO

 

210,948

 

208,509

 

1,217

 

3,656

GNMA

 

10,572

 

10,286

 

30

 

316

FNMA

 

203,777

 

202,938

 

1,321

 

2,160

FHLMC

 

152,760

 

150,451

 

326

 

2,635

Total mortgage-backed securities

 

578,057

 

572,184

 

2,894

 

8,767

Total securities available for sale

$

786,425

$

777,236

$

3,031

$

12,220

The corporate securities held by the Company at September 30, 2022 and December 31, 2021 are issued by U.S. banking institutions. The CMOs held by the Company at September 30, 2022 and December 31, 2021 are either fully guaranteed or issued by a government sponsored enterprise.

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 September 30, 2022, 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 after ten years

$

67,128

$

52,727

Total other securities

67,128

52,727

Mortgage-backed securities

7,880

6,986

75,008

59,713

Allowance for credit losses

(1,096)

-

Total securities held-to-maturity

 

$

73,912

 

$

59,713

Amortized

Securities available for sale:

    

Cost

    

Fair Value

(In thousands)

Due in one year or less

 

$

10,016

 

$

9,907

Due after one year through five years

134,500

127,090

Due after five years through ten years

195,895

 

181,787

Due after ten years

22,282

21,580

Total other securities

 

362,693

 

340,364

Mutual funds

 

11,131

 

11,131

Mortgage-backed securities

 

551,809

 

468,366

Total securities available for sale

$

925,633

$

819,861

-11-

Table of Contents

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 September 30, 2022

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

 

3

$

52,727

$

14,401

$

52,727

$

14,401

$

$

Total other securities

 

3

 

52,727

 

14,401

 

52,727

 

14,401

 

 

FNMA

 

1

 

6,986

 

894

 

6,986

 

894

 

 

Total mortgage-backed securities

 

1

 

6,986

 

894

 

6,986

 

894

 

 

Total

 

4

$

59,713

$

15,295

$

59,713

$

15,295

$

$

Available for sale securities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government agencies

 

7

$

77,678

$

2,820

$

77,678

$

2,820

$

$

Corporate

 

19

 

119,999

 

13,929

 

43,114

 

3,386

 

76,885

 

10,543

CLO

 

19

 

124,780

 

5,591

 

104,671

 

4,448

 

20,109

 

1,143

Total other securities

 

45

 

322,457

 

22,340

 

225,463

 

10,654

 

96,994

 

11,686

REMIC and CMO

 

47

 

155,637

 

25,641

 

61,979

 

5,523

 

93,658

 

20,118

GNMA

 

9

 

7,237

 

1,989

 

337

 

31

 

6,900

 

1,958

FNMA

 

51

 

174,122

 

30,183

 

58,057

 

7,479

 

116,065

 

22,704

FHLMC

 

26

 

130,891

 

25,634

 

40,649

 

4,754

 

90,242

 

20,880

Total mortgage-backed securities

 

133

 

467,887

 

83,447

 

161,022

 

17,787

 

306,865

 

65,660

Total

 

178

$

790,344

$

105,787

$

386,485

$

28,441

$

403,859

$

77,346

At December 31, 2021

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

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government agencies

 

2

$

5,577

$

9

$

1,130

$

5

$

4,447

$

4

Corporate

 

13

 

94,234

 

3,189

 

65,453

 

1,970

 

28,781

 

1,219

CLO

 

4

 

31,012

 

255

 

10,000

 

1

 

21,012

 

254

Total other securities

 

19

 

130,823

 

3,453

 

76,583

 

1,976

 

54,240

 

1,477

REMIC and CMO

 

15

 

124,131

 

3,656

 

105,959

 

2,800

 

18,172

 

856

GNMA

 

4

 

9,924

 

316

 

1,138

 

16

 

8,786

 

300

FNMA

 

25

 

171,109

 

2,160

 

153,657

 

1,587

 

17,452

 

573

FHLMC

 

18

 

129,115

 

2,635

 

98,297

 

1,448

 

30,818

 

1,187

Total mortgage-backed securities

 

62

 

434,279

 

8,767

 

359,051

 

5,851

 

75,228

 

2,916

Total

 

81

$

565,102

$

12,220

$

435,634

$

7,827

$

129,468

$

4,393

-12-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company reviewed each available for sale security that had an unrealized loss at September 30, 2022 and December 31, 2021. 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. If the Company identifies any decline in the fair value due to credit loss factors and evaluation indicates that a credit loss exists, then the present value of cash flows that is expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. All of these securities are rated investment grade or above and have a long history of no credit losses. 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.

In determining the risk of loss for available for sale securities, the Company considered that mortgage-backed securities are either fully guaranteed or issued by a government sponsored enterprise, which has a credit rating and perceived credit risk comparable to U.S. government, the tranche of the purchased collateralized loan obligations (“CLO”) and the issuer of Corporate securities are global systematically important banks. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. Based on this review, management believes that the unrealized losses have resulted from other factors not deemed credit-related and no allowance for credit loss was recorded.

The Company reviewed each held-to-maturity security at September 30, 2022 as part of its quarterly Current Expected Credit Loss (“CECL”) process, with an allowance for credit losses of $1.1 million and $0.9 million at September 30, 2022 and December 31, 2021, respectively.

It is the Company’s policy to exclude accrued interest receivable from the calculation of the allowance for credit losses on HTM and valuation of AFS securities. Accrued interest receivable on held-to-maturity securities totaled $0.1 million each at September 30, 2022 and December 31, 2021 and accrued interest receivable on available for sale debt securities totaled $3.0 million and $1.5 million at September 30, 2022 and December 31, 2021, respectively.

The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity.

Other Securities

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2022

    

2021

2022

    

2021

(In thousands)

Beginning balance

$

1,085

$

844

$

862

$

907

Provision (benefit)

 

11

 

(1)

 

234

 

(64)

Allowance for credit losses

$

1,096

$

843

$

1,096

$

843

During the three months ended September 30, 2022, the Company modified one investment security totaling $21.0 million as troubled debt restructured (“TDR”) by granting a payment forbearance until January 2023. At September 30, 2022, this security is non-accrual and non-performing.

Realized gains and losses on the sales of securities are determined using the specific identification method. The Company did not sell any securities during the three and nine months ended September 30, 2022. The Company sold $20.0 million and $45.0 million in corporate securities during the three and nine months ended September 30, 2021, respectively.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

    

Gross gains from the sale of securities

$

$

$

$

123

Gross losses from the sale of securities

 

 

(10)

 

 

(10)

Net gains from the sale of securities

$

$

(10)

$

$

113

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. Accrued interest receivable totaled $36.1 million and $35.8 million at September 30, 2022 and December 31, 2021, respectively, and was reported in “Interest and dividends receivable” on the Consolidated Statements of Financial Condition. 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.

Allowance for credit losses

The allowance for credit losses (“ACL”) is an estimate that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial assets. Loans are charged off against that ACL when management believes that a loan balance is uncollectable based on quarterly analysis of credit risk.

The amount of the ACL is based upon a loss rate model that considers multiple factors which reflects management’s assessment of the credit quality of the loan portfolio. Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. 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.

During the three months ended September 30, 2022, the Company recorded a provision for credit losses on loans totaling $2.1 million, compared to a benefit for credit losses on loans totaling $6.9 million for the three months ended September 30, 2021. The Company recorded a provision for credit losses on loans totaling $4.9 million for the nine months ended September 30, 2022 compared to a benefit of $5.6 million for the nine months ended September 30, 2021. The provision recorded during the nine months ended September 30, 2022 was driven by loan growth, increased reserves on two previously identified credits, coupled with the ongoing environmental uncertainty resulting from high and rising inflation including increasing interest rates. During the nine months ended September 30, 2022, the Company made no changes to

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

the reasonable and supportable forecast period and decreased the reversion period from six quarters to two quarters in order to revert back to our historical losses sooner as the economic forecast in the model is more favorable than the current conditions. The ACL - loans totaled $41.3 million at September 30, 2022 compared to $37.1 million at December 31, 2021. At September 30, 2022, the ACL - loans represented 0.59% of gross loans and 142.3% of non-performing loans. At December 31, 2021, the ACL - loans represented 0.56% of gross loans and 248.7% of non-performing loans.

The Company may restructure loans 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 TDR.

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 individually evaluated, 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 ACL 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 September 30, 2022, 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 ACL.

During the three months ended September 30, 2022 and 2021, there were no TDR loans that defaulted within 12 months of their modification date. During the nine months ended September 30, 2022, there were no TDR loans that defaulted within 12 months of their modification date. During the nine months ended September 30, 2021 there was one commercial business TDR loan totaling $3.0 million that defaulted within 12 months of its modification date.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table shows loans modified as TDR during the period indicated:

For the three months ended

September 30, 2022

(Dollars in thousands)

    

Number

    

Balance

    

Modification description

    

Commercial business and other

 

1

$

2,982

 

Amortization extension.

 

Total

 

1

$

2,982

 

  

 

For the nine months ended

September 30, 2022

(Dollars in thousands)

    

Number

    

Balance

    

Modification description

    

Small Business Administration

1

$

271

Amortization extension.

Commercial business and other

 

5

8,204

 

One loan received a below market interest rate and four loans had an amortization extension.

 

Total

 

6

$

8,475

 

  

 

For the nine months ended

September 30, 2021

(Dollars in thousands)

    

Number

    

Balance

    

Modification description

    

Commercial business and other

2

$

674

Amortization extensions.

Total

 

2

$

674

 

  

 

-16-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

September 30, 2022

December 31, 2021

Number

Amortized

Number

Amortized

(Dollars in thousands)

    

of contracts

    

Cost

of contracts

    

Cost

Multi-family residential

 

6

$

1,677

6

$

1,690

Commercial real estate

1

7,572

1

7,572

One-to-four family - mixed-use property (1)

 

4

 

1,237

5

 

1,636

One-to-four family - residential

 

1

 

257

3

 

483

Small Business Administration

1

255

Commercial business and other (1)

 

6

 

3,805

5

 

1,381

Total performing

 

19

$

14,803

20

$

12,762

(1)These loans continue to pay as agreed, however the Company records interest received on a cash basis.

The following table shows loans classified as TDR at amortized cost that were not performing according to their restructured terms at the periods indicated:

September 30, 2022

Number

Amortized

(Dollars in thousands)

    

of contracts

    

Cost

Commercial business and other

 

1

$

3,000

Total non-performing

 

1

$

3,000

There were no loans classified as TDR that were not performing according to their modified agreement as of December 31, 2021.

-17-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table shows our non-accrual loans at amortized cost with no related allowance and interest income recognized for loans ninety days or more past due and still accruing for the period shown below:

At or for the nine months ended September 30, 2022

(In thousands)

Non-accrual amortized cost beginning of the reporting period

Non-accrual amortized cost end of the reporting period

Non-accrual with no related allowance

Interest income recognized

Loans ninety days or more past due and still accruing

Multi-family residential

$

2,652

$

3,715

$

3,715

$

$

Commercial real estate

640

1,908

1,908

One-to-four family - mixed-use property (1)

1,582

1,046

1,046

One-to-four family - residential

7,482

4,191

4,191

Small Business Administration

952

950

950

Commercial business and other (1)

1,945

18,252

4,882

159

2,000

Total

$

15,253

$

30,062

$

16,692

$

159

$

2,000

(1) Included in the above analysis are non-accrual performing TDR one-to-four family – mixed-use property totaling $0.2 million. Commercial business and other contains a non-accrual performing TDR totaling $2.9 million.

The following table shows our non-accrual loans at amortized cost with no related allowance and interest income recognized for loans ninety days or more past due and still accruing for the period shown below:

At or for the year ended December 31, 2021

(In thousands)

Non-accrual amortized cost beginning of the reporting period

Non-accrual amortized cost end of the reporting period

Non-accrual with no related allowance

Interest income recognized

Loans ninety days or more past due and still accruing

Multi-family residential

$

2,576

$

2,652

$

2,652

$

19

$

Commercial real estate

1,766

640

640

One-to-four family - mixed-use property (1)

1,706

1,582

1,582

6

One-to-four family - residential

5,313

7,482

7,482

1

Small Business Administration

1,168

952

952

Taxi medallion(2)

2,758

Commercial business and other(1)

5,660

1,945

305

78

Total

$

20,947

$

15,253

$

13,613

$

104

$

(1)Included in the above analysis are non-accrual performing TDR one-to-four family – mixed-use property totaling $0.3 million. Commercial business and other contains a non-accrual performing TDR totaling less than $0.1 million.
(2)Taxi medallions were completely charged-off during the year ended December 31, 2021.

-18-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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 nine months ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

    

(In thousands)

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

$

618

$

415

$

1,578

$

1,330

Less: Interest income included in the results of operations

 

181

 

156

 

618

 

480

Total foregone interest

$

437

$

259

$

960

$

850

The following tables show the aging analysis of the amortized cost basis of loans at the period indicated by class of loans:

September 30, 2022

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

$

4,920

$

1,077

$

3,715

$

9,712

$

2,601,630

$

2,611,342

Commercial real estate

 

 

4,066

 

3,908

 

7,974

 

1,908,038

 

1,916,012

One-to-four family - mixed-use property

 

2,311

 

318

 

796

 

3,425

 

560,359

 

563,784

One-to-four family - residential

 

99

 

229

 

4,191

 

4,519

 

237,121

 

241,640

Construction

 

 

 

 

 

63,487

 

63,487

Small Business Administration

 

 

 

950

 

950

 

26,607

 

27,557

Commercial business and other

 

325

 

9,597

 

2,343

 

12,265

 

1,520,587

 

1,532,852

Total

$

7,655

$

15,287

$

15,903

$

38,845

$

6,917,829

$

6,956,674

December 31, 2021

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

$

3,652

$

4,193

$

2,652

$

10,497

$

2,508,730

$

2,519,227

Commercial real estate

 

5,743

 

 

640

 

6,383

 

1,770,992

 

1,777,375

One-to-four family - mixed-use property

 

2,319

 

 

1,321

 

3,640

 

571,296

 

574,936

One-to-four family - residential

 

163

 

224

 

7,483

 

7,870

 

269,942

 

277,812

Construction

 

 

 

 

 

59,473

 

59,473

Small Business Administration

 

 

 

952

 

952

 

90,884

 

91,836

Commercial business and other

 

101

 

40

 

1,386

 

1,527

 

1,335,919

 

1,337,446

Total

$

11,978

$

4,457

$

14,434

$

30,869

$

6,607,236

$

6,638,105

-19-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following tables show the activity in the ACL on loans for the three month periods indicated:

September 30, 2022

    

    

    

One-to-four

    

    

    

    

    

    

family -

One-to-four

Commercial

Multi-family

Commercial

mixed-use

family -

Construction

Small Business

Taxi

business and

(In thousands)

residential

real estate

property

residential

loans

Administration

medallion

other

Total

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Beginning balance

$

9,405

$

8,443

$

1,959

$

866

$

300

$

2,118

$

$

16,333

$

39,424

Charge-offs

 

 

 

 

(2)

 

 

 

 

(322)

 

(324)

Recoveries

 

 

 

 

 

 

12

 

 

22

 

34

Provision (benefit)

 

355

 

(29)

 

3

 

(59)

 

(44)

 

(68)

 

 

1,976

 

2,134

Ending balance

$

9,760

$

8,414

$

1,962

$

805

$

256

$

2,062

$

$

18,009

$

41,268

September 30, 2021

    

    

    

One-to-four

    

    

    

    

    

    

family -

One-to-four

Commercial

Multi-family

Commercial

mixed-use

family -

Construction

Small Business

Taxi

business and

(In thousands)

residential

real estate

property

residential

loans

Administration

medallion

other

Total

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Beginning balance

$

6,559

$

5,868

$

1,492

$

716

$

185

$

2,302

$

$

25,548

$

42,670

Charge-offs

 

 

 

 

 

 

 

 

(1,019)

 

(1,019)

Recoveries

 

 

 

123

 

147

 

 

8

 

1,235

 

125

 

1,638

Provision (benefit)

 

(161)

 

(112)

 

(169)

 

(232)

 

(17)

 

(646)

 

(1,235)

 

(4,354)

 

(6,926)

Ending balance

$

6,398

$

5,756

$

1,446

$

631

$

168

$

1,664

$

$

20,300

$

36,363

-20-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following tables show the activity in the ACL on loans for the nine month periods indicated:

September 30, 2022

    

    

    

One-to-four

    

    

    

    

    

    

family -

One-to-four

Commercial

Multi-family

Commercial

mixed-use

family -

Construction

Small Business

Taxi

business and

(In thousands)

residential

real estate

property

residential

loans

Administration

medallion

other

Total

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Beginning balance

$

8,185

$

7,158

$

1,755

$

784

$

186

$

1,209

$

$

17,858

$

37,135

Charge-offs

 

 

 

 

(2)

 

 

(1,054)

 

 

(354)

 

(1,410)

Recoveries

 

1

 

 

 

4

 

 

39

 

447

 

195

 

686

Provision (benefit)

 

1,574

 

1,256

 

207

 

19

 

70

 

1,868

 

(447)

 

310

 

4,857

Ending balance

$

9,760

$

8,414

$

1,962

$

805

$

256

$

2,062

$

$

18,009

$

41,268

September 30, 2021

    

    

    

One-to-four

    

    

    

    

    

    

family -

One-to-four

Commercial

Multi-family

Commercial

mixed-use

family -

Construction

Small Business

Taxi

business and

(In thousands)

residential

real estate

property

residential

loans

Administration

medallion

other

Total

Allowance for credit losses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Beginning balance

$

6,557

$

8,327

$

1,986

$

869

$

497

$

2,251

$

$

24,666

$

45,153

Charge-offs

 

(43)

 

(64)

 

(32)

 

 

 

 

(2,758)

 

(2,230)

 

(5,127)

Recoveries

 

10

 

 

133

 

154

 

 

27

 

1,457

 

198

 

1,979

Provision (Benefit)

 

(126)

 

(2,507)

 

(641)

 

(392)

 

(329)

 

(614)

 

1,301

 

(2,334)

 

(5,642)

Ending balance

$

6,398

$

5,756

$

1,446

$

631

$

168

$

1,664

$

$

20,300

$

36,363

-21-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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 previously mentioned categories and management believes weakness is evident then we designate the loan as “Watch” all other loans 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 as Doubtful when it displays the inherent weakness of a Substandard loan with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We designate a loan as Loss if it is deemed the debtor is incapable of repayment. The Company does not hold any loans designated as Loss, as loans that are designated as Loss are charged to the Allowance for Credit 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.

-22-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the risk category of mortgage and non-mortgage loans by loan portfolio segments and class of loans by year of origination at September 30, 2022:

Revolving Loans

Revolving Loans

Amortized Cost

converted to

(In thousands)

2022

2021

2020

2019

2018

Prior

Basis

term loans

Total

1-4 Family Residential

Pass

$

14,376

$

8,756

$

18,790

$

42,039

$

29,191

$

99,631

$

7,588

$

13,558

$

233,929

Watch

289

732

1,330

63

841

3,255

Special Mention

Substandard

4,010

446

4,456

Total 1-4 Family Residential

$

14,376

$

9,045

$

18,790

$

42,771

$

29,191

$

104,971

$

7,651

$

14,845

$

241,640

1-4 Family Mixed-Use

Pass

$

38,477

$

44,662

$

32,958

$

64,949

$

67,082

$

304,622

$

$

$

552,750

Watch

888

741

7,207

8,836

Special Mention

962

962

Substandard

1,236

1,236

Total 1-4 Family Mixed-Use

$

38,477

$

44,662

$

33,846

$

65,690

$

67,082

$

314,027

$

$

$

563,784

Commercial Real Estate

Pass

$

302,056

$

182,756

$

153,420

$

234,022

$

245,188

$

763,516

$

$

$

1,880,958

Watch

1,605

8,602

6,784

10,081

27,072

Special Mention

4,066

4,066

Substandard

2,000

1,916

3,916

Total Commercial Real Estate

$

302,056

$

184,361

$

153,420

$

244,624

$

251,972

$

779,579

$

$

$

1,916,012

Construction

Pass

$

1,984

$

15,769

$

13,814

$

$

$

22,870

$

$

54,437

Watch

6,450

6,450

Special Mention

2,600

2,600

Substandard

Total Construction

$

1,984

$

15,769

$

13,814

$

$

6,450

$

2,600

$

22,870

$

$

63,487

Multi-family

Pass

$

417,745

$

290,993

$

226,506

$

318,909

$

385,967

$

925,965

$

6,175

$

$

2,572,260

Watch

1,117

1,462

14,810

15,927

33,316

Special Mention

725

568

1,293

Substandard

2,882

1,591

4,473

Total Multi-family

$

417,745

$

292,110

$

227,968

$

318,909

$

404,384

$

944,051

$

6,175

$

$

2,611,342

Commercial Business - Secured by RE

Pass

$

167,534

$

141,946

$

89,845

$

34,367

$

56,849

$

96,077

$

$

$

586,618

Watch

20,842

49,095

17,976

57,727

145,640

Special Mention

576

576

Substandard

3,513

3,513

Total Commercial Business - Secured by RE

$

167,534

$

141,946

$

110,687

$

84,038

$

74,825

$

157,317

$

$

$

736,347

Commercial Business

Pass

$

142,249

$

97,440

$

44,163

$

42,581

$

46,191

$

61,019

$

265,892

$

$

699,535

Watch

2,336

488

22,117

16,096

18,538

4,236

63,811

Special Mention

2,461

4,727

37

1,919

481

59

9,684

Substandard

1,454

1,435

72

31

2,862

1,869

14,855

22,578

Doubtful

792

792

Total Commercial Business

$

146,039

$

101,336

$

49,450

$

64,766

$

67,068

$

81,907

$

285,834

$

$

796,400

Small Business Administration

Pass

$

2,709

$

9,533

$

4,727

$

686

$

1,304

$

1,887

$

$

$

20,846

Watch

53

2,517

2,893

5,463

Special Mention

42

42

Substandard

1,206

1,206

Total Small Business Administration

$

2,709

$

9,533

$

4,727

$

739

$

3,821

$

6,028

$

$

$

27,557

Other

Pass

$

$

$

$

$

$

22

$

83

$

$

105

Total Other

$

$

$

$

$

$

22

$

83

$

$

105

Total by Loan Type

Total Pass

$

1,087,130

$

791,855

$

584,223

$

737,553

$

831,772

$

2,252,739

$

302,608

$

13,558

$

6,601,438

Total Watch

2,336

3,011

23,680

81,340

64,633

113,703

4,299

841

293,843

Total Special Mention

2,461

4,727

613

2,644

8,719

59

19,223

Total Substandard

1,454

1,435

72

2,031

5,744

15,341

14,855

446

41,378

Total Doubtful

792

792

Total Loans

$

1,090,920

$

798,762

$

612,702

$

821,537

$

904,793

$

2,390,502

$

322,613

$

14,845

$

6,956,674

-23-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Included within net loans as of September 30, 2022 and December 31, 2021 were $5.3 million and $8.7 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.

A loan is considered collateral dependent when the borrower is experiencing financial difficulties and repayment is expected to be substantially provided by the operation or sale of the collateral. The following table presents types of collateral-dependent loans by class of loans as of the periods indicated:

Collateral Type

September 30, 2022

December 31, 2021

(In thousands)

Real Estate

Business Assets

Real Estate

Business Assets

Multi-family residential

$

3,715

$

$

2,652

$

Commercial real estate

2,402

1,158

One-to-four family - mixed-use property

1,046

1,582

One-to-four family - residential

4,191

7,482

Small Business Administration

950

952

Commercial business and other

17,758

1,427

Total

$

11,354

$

18,708

$

12,874

$

2,379

Off-Balance Sheet Credit Losses

Also included within scope of the CECL standard are off-balance sheet loan commitments, which includes the unfunded portion of committed lines of credit and commitments “in-process”. Commitments “in‐process” reflect loans not in the Company’s books but rather negotiated loan / line of credit terms and rates that the Company has offered to customers and is committed to honoring. In reference to “in‐process” credits, the Company defines an unfunded commitment as a credit that has been offered to and accepted by a borrower, which has not closed and by which the obligation is not unconditionally cancellable.

Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) totaled $412.3 million and $472.9 million at September 30, 2022 and December 31, 2021, respectively.

The following table presents the activity in the allowance for off balance sheet credit losses for the three and nine months ended September 30, 2022 and 2021.

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

(In thousands)

Balance at beginning of period

$

1,444

$

1,570

$

1,209

$

1,815

Off-Balance Sheet- Benefit

(631)

(259)

(396)

(504)

Allowance for Off-Balance Sheet - Credit losses (1)

$

813

$

1,311

$

813

$

1,311

(1)Included in “Other liabilities” on the Consolidated Statements of Financial Condition.

-24-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

6.     Loans held for sale

Loans held for sale are carried at the lower of cost or estimated fair value. At September 30, 2022 and December 31, 2021, the Bank did not have any loans held for sale.

The following table shows loans sold during the periods indicated:

For the three months ended September 30, 2022

  

Net

  

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

charge-offs

    

Net gain

Performing loans

 

  

 

  

 

  

 

  

Multi-family residential

 

1

$

10,682

$

$

Total

 

1

$

10,682

$

$

For the three months ended September 30, 2021

  

Net

  

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

charge-offs

    

Net gain

Delinquent and non-performing loans

 

  

 

  

 

  

 

  

Multi-family residential

 

2

$

1,316

$

$

15

Commercial real estate

 

1

$

4,344

$

$

87

One-to-four family - mixed-use property

 

3

 

723

 

 

29

Total

 

6

$

6,383

$

$

131

For the nine months ended September 30, 2022

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

Net charge-offs

    

Net gain

Performing loans

 

  

 

  

 

  

 

  

Multi-family residential

 

5

$

20,818

$

$

Commercial

1

 

4,312

 

 

Total

 

6

$

25,130

$

$

Delinquent and non-performing loans

 

  

 

  

 

  

 

  

Commercial

 

1

3,687

73

One-to-four family - mixed-use property

 

1

 

430

 

 

Total

 

2

$

4,117

$

$

73

For the nine months ended September 30, 2021

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

Net charge-offs

    

Net gain

Delinquent and non-performing loans

 

  

 

  

 

  

 

  

Multi-family residential

 

10

$

12,069

$

(43)

$

78

Commercial

4

 

7,380

 

(64)

 

104

One-to-four family - mixed-use property

 

13

 

5,518

 

(14)

 

107

Total

 

27

$

24,967

$

(121)

$

289

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

7.     Leases

The Company has 28 operating leases for branches (including headquarters) and office spaces, 10 operating leases for vehicles, and one operating lease for equipment. Our leases have remaining lease terms ranging from three months to approximately 14 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 (“ROU”) assets or lease liabilities for leases with a term of less than 12 months from the commencement date. The Company has two agreements in 2022 and one agreement in 2021 that qualified as short-term leases.

Certain leases have escalation clauses for operating expenses and real estate taxes. The Company’s non-cancelable operating lease agreements expire through 2036.

Supplemental balance sheet information related to leases was as follows:

(Dollars in thousands)

September 30, 2022

December 31, 2021

Operating lease ROU asset

$

44,885

$

50,200

Operating lease liability

$

48,330

$

54,155

Weighted-average remaining lease term-operating leases

 

6.8 years

7.4 years

Weighted average discount rate-operating leases

 

3.1

%  

3.1

%  

The components of lease expense and cash flow information related to leases were as follows:

 

For the three months ended

(Dollars in thousands)

Line Item Presented

September 30, 2022

September 30, 2021

Lease Cost

 

  

 

  

Operating lease cost

Occupancy and equipment

$

2,100

$

2,197

Operating lease cost

Other operating expenses

23

20

Short-term lease cost

Professional Services and Other operating expenses

 

36

 

34

Variable lease cost

Occupancy and equipment

 

275

 

230

Total lease cost

$

2,434

$

2,481

Other information

 

  

 

  

Cash paid for amounts included in the measurement of lease liabilities

 

  

 

  

Operating cash flows from operating leases

$

2,342

$

2,435

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

$

$

28

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

For the nine months ended

(Dollars in thousands)

Line Item Presented

September 30, 2022

September 30, 2021

Lease Cost

 

  

 

  

Operating lease cost

Occupancy and equipment

$

6,299

$

6,503

Operating lease cost

Other operating expenses

71

62

Short-term lease cost

Professional Services and Other operating expenses

 

132

 

129

Variable lease cost

Occupancy and equipment

 

713

 

826

Total lease cost

$

7,215

$

7,520

Other information

 

  

 

  

Cash paid for amounts included in the measurement of lease liabilities

 

  

 

  

Operating cash flows from operating leases

$

7,111

$

10,483

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

$

47

$

4,827

The Company’s minimum annual rental payments for Bank facilities due under non-cancelable leases are as follows as of September 30, 2022:

Minimum Rental

(In thousands)

Years ended December 31:

2022

$

2,084

2023

9,502

2024

9,336

2025

8,662

2026

7,769

Thereafter

16,277

Total minimum payments required

53,630

Less: implied interest

5,300

Total lease obligations

$

48,330

8.     Stock-Based Compensation

The Company has a 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 three-year performance period, as determined by the Compensation Committee of the Board. As of September 30, 2022, PRSUs granted in 2022 and 2020 are being accrued at target and PRSUs granted in 2021 are being accrued above target. The different levels of accrual are commensurate with the projected performance of the respective grant.

-27-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

On May 18, 2021, stockholders approved an amendment to the 2014 Omnibus Plan (the “Amendment”) authorizing an additional 1,100,000 shares available for future issuance. Including the additional shares authorized from the Amendment, 968,657 shares were available for future issuance under the 2014 Omnibus Plan at September 30, 2022.

For the three months ended September 30, 2022 and 2021, the Company’s net income, as reported, included $0.7 million and $1.2 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $0.2 million and $0.3 million of income tax benefit respectively, related to the stock-based compensation plans. For the nine months ended September 30, 2022 and 2021, the Company’s net income, as reported, included $5.6 million and $6.3 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $1.5 million and $1.7 million of income tax benefit, respectively, related to the stock-based compensation plans.

During the three months ended September 30, 2022 and 2021, the Company did not grant any RSU or PRSUs. During the nine months ended September 30, 2022 and 2021, the Company granted 212,811 and 238,985 RSU awards and 63,250 and 62,790 PRSU awards, respectively.

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. Forfeitures are recorded in the period they occur.

The following table summarizes the Company’s RSU and PRSU awards at or for the nine months ended September 30, 2022:

 

RSU Awards

    

PRSU Awards

 

Weighted-Average

 

Weighted-Average

 

Grant-Date

 

Grant-Date

    

Shares

    

Fair Value

    

Shares

    

Fair Value

Non-vested at December 31, 2021

 

310,430

$

21.49

 

102,920

$

20.02

Granted

 

212,811

 

24.83

 

63,250

 

25.11

Vested

 

(219,873)

 

23.62

 

(71,390)

 

23.48

Forfeited

 

(1,895)

 

23.99

 

 

Non-vested at September 30, 2022

 

301,473

$

22.28

 

94,780

$

20.81

Vested but unissued at September 30, 2022

 

227,051

$

22.41

 

118,245

$

20.76

As of September 30, 2022, there was $5.2 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 2.6 years. The total fair value of awards vested for the three months ended September 30, 2021 was $0.4 million. The total fair value of awards vested for the nine months ended September 30, 2022 and 2021 was $7.1 million and $5.4 million, respectively. The vested but unissued RSU and PRSU 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 one year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.

-28-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the Phantom Stock Plan at or for the nine months ended September 30, 2022:

Phantom Stock Plan

    

Shares

    

Fair Value

Outstanding at December 31, 2021

 

128,881

$

24.30

Granted

 

28,762

 

23.94

Distributions

 

(993)

 

23.36

Outstanding at September 30, 2022

 

156,650

$

19.37

Vested at September 30, 2022

 

156,407

$

19.37

The Company recorded stock-based compensation (benefit) expense for the Phantom Stock Plan of ($0.3) million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively. The total fair value of the distributions from the Phantom Stock Plan was $6,000 and $2,000 for each of the three months ended September 30, 2022 and 2021, respectively.

The Company recorded stock-based compensation (benefit) expense for the Phantom Stock Plan of ($0.7) million and $0.8 million for the nine months ended September 30, 2022 and 2021, respectively. The total fair value of the distributions from the Phantom Stock Plan was $23,000 and $50,000 for the nine months ended September 30, 2022, and 2021, respectively.

9.     Pension and Other Postretirement Benefit Plans

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

 

Three months ended

 

Nine months ended

 

September 30, 

 

September 30, 

(In thousands)

    

2022

    

2021

    

2022

    

2021

Employee Pension Plan:

 

  

 

  

 

  

 

  

Interest cost

$

138

$

128

$

414

$

384

Amortization of unrecognized loss

 

1

 

122

 

3

 

366

Expected return on plan assets

 

(257)

 

(274)

 

(772)

 

(822)

Net employee pension benefit

$

(118)

$

(24)

$

(355)

$

(72)

Outside Director Pension Plan:

 

  

 

  

 

  

 

  

Service cost

$

3

$

4

$

9

$

12

Interest cost

 

11

 

12

 

34

 

36

Amortization of unrecognized gain

 

(7)

 

(5)

 

(21)

 

(15)

Net outside director pension expense

$

7

$

11

$

22

$

33

Other Postretirement Benefit Plans:

 

  

 

  

 

  

 

  

Service cost

$

67

$

73

$

201

$

219

Interest cost

 

70

 

58

 

209

 

174

Amortization of actuarial gain

8

24

Amortization of past service credit

 

(7)

 

(21)

 

(21)

 

(63)

Net other postretirement expense

$

130

$

118

$

389

$

354

-29-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2021 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, 2022. The Company does not expect to make a contribution to the Employee Pension Plan (the “Employee Pension Plan”). As of September 30, 2022, the Company had contributed $0.1 million to the Outside Director Pension Plan and $18,000 to the Other Postretirement Benefit Plans. As of September 30, 2022, the Company has not revised its expected contributions for the year ending December 31, 2022.

10.     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 September 30, 2022, the Company carried financial assets and financial liabilities under the fair value option with fair values of $12.9 million and $49.8 million, respectively. At December 31, 2021, the Company carried financial assets and financial liabilities under the fair value option with fair values of $14.6 million and $56.5 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 nine months ended September 30, 2022 and 2021.

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 September 30, 

 

at December 31,

Three Months Ended

Nine Months Ended

Description

    

2022

    

2021

September 30, 2022

    

September 30, 2021

    

September 30, 2022

    

September 30, 2021

(In thousands)

 

  

 

  

  

 

  

 

  

 

  

Mortgage-backed securities

$

317

$

388

$

(6)

$

(1)

$

(18)

$

(3)

Other securities

 

12,625

 

14,180

 

(661)

 

6

 

(1,681)

 

7

Borrowed funds

 

49,752

 

56,472

 

6,293

 

(1,849)

 

8,049

 

(8,837)

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

$

5,626

$

(1,844)

$

6,350

$

(8,833)

(1)The net gain (loss) from fair value adjustments presented in the above table does not include net gains (losses) of ($0.4) million for the three months ended September 30, 2021 and $1.0 million for the nine months ended September 30, 2021, 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 September 30, 2022 and December 31, 2021. The fair value of borrowed funds includes accrued interest payable of $0.3 million and $0.1 million at September 30, 2022 and December 31, 2021, respectively.

The Company generally holds its earning assets 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

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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.

A description of the methods and significant assumptions utilized in estimating the fair value of the Company’s financial assets and liabilities that are carried at fair value on a recurring basis are as follows:

Level 1 – when quoted market prices are available in an active market. At September 30, 2022 and December 31, 2021, 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 September 30, 2022 and December 31, 2021, Level 2 included mortgage-backed securities, CLOs, corporate debt, municipals, and interest rate swaps.

Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At September 30, 2022 and December 31, 2021, 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.

-31-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table sets forth the Company’s assets and liabilities that are carried at fair value on a recurring basis, including those reported at fair value under the fair value option, and the level that was used to determine their fair value, at September 30, 2022 and December 31, 2021:

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

    

2022

    

2021

    

2022

    

2021

    

2022

    

2021

    

2022

    

2021

 

(In thousands)

Assets:

Securities available for sale

Mortgage-backed

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Securities

$

$

$

468,366

$

572,184

$

$

$

468,366

$

572,184

Other securities

 

11,131

 

12,485

 

338,870

 

190,872

 

1,494

 

1,695

 

351,495

 

205,052

Interest rate swaps

 

 

 

83,280

 

10,683

 

 

 

83,280

 

10,683

Total assets

$

11,131

$

12,485

$

890,516

$

773,739

$

1,494

$

1,695

$

903,141

$

787,919

Liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Borrowings

$

$

$

$

$

49,752

$

56,472

$

49,752

$

56,472

Interest rate swaps

 

 

 

18,698

 

25,071

 

 

 

18,698

 

25,071

Total liabilities

$

$

$

18,698

$

25,071

$

49,752

$

56,472

$

68,450

$

81,543

The following table sets forth the Company’s assets and liabilities that are carried at fair value on a recurring basis, classified within Level 3 of the valuation hierarchy for the periods indicated:  

    

For the three months ended

September 30, 2022

September 30, 2021

Trust preferred

Junior subordinated

Trust preferred

Junior subordinated

    

securities

    

debentures

    

securities

    

debentures

 

(In thousands)

Beginning balance

$

1,662

$

55,352

$

1,495

$

49,814

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

 

(171)

 

 

53

 

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

 

 

(6,293)

 

 

1,850

Increase (decrease) in accrued interest

 

3

 

95

 

 

(1)

Change in unrealized (gains) losses included in other comprehensive loss

 

 

598

 

 

(85)

Ending balance

$

1,494

$

49,752

$

1,548

$

51,578

Changes in unrealized gains held at period end

$

$

2,177

$

$

3,058

-32-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

    

For the nine months ended

September 30, 2022

September 30, 2021

Trust preferred

Junior subordinated

Trust preferred

Junior subordinated

    

securities

    

debentures

    

securities

    

debentures

 

(In thousands)

Beginning balance

$

1,695

$

56,472

$

1,295

$

43,136

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

 

(206)

 

 

254

 

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

 

 

(8,049)

 

 

8,837

Increase (decrease) in accrued interest

 

5

 

172

 

(1)

 

(6)

Change in unrealized (gains) losses included in other comprehensive loss

 

 

1,157

 

 

(389)

Ending balance

$

1,494

$

49,752

$

1,548

$

51,578

Changes in unrealized gains held at period end

$

$

2,177

$

$

3,058

(1)Totals in the tables above are presented in the Consolidated Statements of Income under net gain (loss) from fair value adjustments.

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:

September 30, 2022

 

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Weighted Average

 

(Dollars in thousands)

Assets:

Trust preferred securities

$

1,494

 

Discounted cash flows

 

Spread over 3-month Libor

 

n/a

 

3.7

%

Liabilities:

 

  

 

  

 

  

 

  

 

  

Junior subordinated debentures

$

49,752

 

Discounted cash flows

 

Spread over 3-month Libor

 

n/a

 

3.7

%

    

December 31, 2021

 

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Weighted Average

 

 

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Trust preferred securities

$

1,695

 

Discounted cash flows

 

Spread over 3-month Libor

 

n/a

 

2.2

%

Liabilities:

 

  

 

  

 

  

 

  

 

  

Junior subordinated debentures

$

56,472

 

Discounted cash flows

 

Spread over 3-month Libor

 

n/a

 

2.2

%

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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 September 30, 2022 and December 31, 2021, 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.

The following table sets forth the Company’s assets and liabilities that are carried at fair value on a non-recurring basis and the level that was used to determine their fair value at September 30, 2022 and December 31, 2021:

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

    

2022

    

2021

    

2022

    

2021

    

2022

    

2021

    

2022

    

2021

 

(In thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Non-accrual loans

$

$

$

$

$

19,033

$

11,026

$

19,033

$

11,026

Total assets

$

$

$

$

$

19,033

$

11,026

$

19,033

$

11,026

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:

    

At September 30, 2022

 

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Weighted Average

 

(Dollars in thousands)

 

Assets:

 

  

 

  

 

  

 

  

 

  

Non-accrual loans

$

18,875

 

Sales approach

 

Adjustment to sales comparison value

-11.5% to 0.0

%  

0.4

%

Reduction for planned expedited disposal

8.0% to 15.0

%  

13.6

%

Non-accrual loans

$

158

 

Discounted Cashflow

 

Discount Rate

 

4.3

%  

4.3

%

Probability of Default

35.0

%  

35.0

%

    

At December 31, 2021

 

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Weighted Average

 

(Dollars in thousands)

 

Assets:

 

  

 

  

 

  

 

  

 

  

Non-accrual loans

$

10,579

 

Sales approach

 

Reduction for planned expedited disposal

8.0% to 15.0

%  

11.9

%

Non-accrual loans

$

447

 

Discounted Cashflow

 

Discount Rate

 

4.3

%  

4.3

%

Probability of Default

35.0

%  

35.0

%

The Company did not have any liabilities that were carried at fair value on a non-recurring basis at September 30, 2022 and December 31, 2021.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The methods and assumptions used to estimate fair value at September 30, 2022 and December 31, 2021 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.

Non-accrual 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. 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 stated spreads for recently issued subordinated debt instruments for issuers of similar asset size and credit quality of the Company and with similar durations 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.

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Table of Contents

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:

    

September 30, 2022

Carrying

Fair

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

 

(In thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Cash and due from banks

$

164,693

$

164,693

$

164,693

$

$

Securities held-to-maturity

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

7,880

 

6,986

 

 

6,986

 

Other securities

 

66,032

 

52,727

 

 

 

52,727

Securities available for sale

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

468,366

 

468,366

 

 

468,366

 

Other securities

 

351,495

 

351,495

 

11,131

 

338,870

 

1,494

Loans

 

6,956,674

 

6,794,125

 

 

 

6,794,125

FHLB-NY stock

 

62,489

 

62,489

 

 

62,489

 

Accrued interest receivable

 

42,571

 

42,571

 

 

3,093

 

39,478

Interest rate swaps

 

83,280

 

83,280

 

 

83,280

 

Liabilities:

 

  

 

  

 

  

 

  

 

  

Deposits

$

6,125,305

$

6,092,158

$

5,089,198

$

1,002,960

$

Borrowed Funds

 

1,572,830

 

1,547,433

 

 

1,497,681

 

49,752

Accrued interest payable

 

8,628

 

8,628

 

 

8,628

 

Interest rate swaps

 

18,698

 

18,698

 

 

18,698

 

    

December 31, 2021

Carrying

Fair

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

(In thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Cash and due from banks

$

81,723

$

81,723

$

81,723

$

$

Securities held-to-maturity

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

7,894

 

8,667

 

 

8,667

 

Other securities

 

49,974

 

53,362

 

 

 

53,362

Securities available for sale

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

572,184

 

572,184

 

 

572,184

 

Other securities

 

205,052

 

205,052

 

12,485

 

190,872

 

1,695

Loans

 

6,638,105

 

6,687,125

 

 

 

6,687,125

FHLB-NY stock

 

35,937

 

35,937

 

 

35,937

 

Accrued interest receivable

 

38,698

 

38,698

 

 

1,574

 

37,124

Interest rate swaps

 

10,683

 

10,683

 

 

10,683

 

Liabilities:

 

  

 

  

 

  

 

  

 

  

Deposits

$

6,385,445

$

6,385,276

$

5,438,870

$

946,406

$

Borrowed Funds

 

815,544

 

816,012

 

 

759,540

 

56,472

Accrued interest payable

 

4,777

 

4,777

 

 

4,777

 

Interest rate swaps

 

25,071

 

25,071

 

 

25,071

 

11.     Derivative Financial Instruments

At September 30, 2022 and December 31, 2021, the Company’s derivative financial instruments consisted 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 certain fixed rate loans totaling $287.1 million and $299.6 million at September 30, 2022 and December 31, 2021, respectively; 2) to facilitate risk management strategies for our loan customers with $222.9 million of swaps

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

outstanding, which include $111.4 million with customers and $111.4 million with bank counterparties at September 30, 2022 and $228.0 million of swaps outstanding, which include $114.0 million with customers and $114.0 million with bank counterparties at December 31, 2021; and 3) to mitigate exposure to rising interest rates on certain short-term advances and brokered deposits totaling $871.5 million at September 30, 2022, and $996.5 at December 31, 2021.

At September 30, 2022 and December 31, 2021, 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 September 30, 2022 and December 31, 2021, derivatives with a combined notional amount of $222.9 million and $228.0 million, respectively, were not designated as hedges. At September 30, 2022 and December 31, 2021, derivatives with a combined notional amount of $287.1million and $299.6 million, respectively, were designated as fair value hedges. At September 30, 2022 and December 31, 2021, derivatives with a combined notional amount of $871.5 million and $996.5 million, respectively, were designated as cash flow hedges.

For cash flow hedges, the changes in the fair value of the derivative are reported in accumulated other comprehensive income (loss), net of tax. Amounts in accumulated other comprehensive loss are reclassified into earnings in the same period during which the hedged forecasted transaction effects earnings. During the three months ended September 30, 2022 and 2021, $1.0 million and $2.6 million, respectively, was reclassified from accumulated other comprehensive loss to interest expense. The estimated amount to be reclassified in the next 12 months out of accumulated other comprehensive loss is $4.1 million.

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:

    

September 30, 2022

    

December 31, 2021

Notional

Notional

    

Amount

    

Fair Value (1)

    

Amount

    

Fair Value (1)

(In thousands)

Interest rate swaps (cash flow hedge)

$

871,500

$

38,361

$

355,000

$

7,328

Interest rate swaps (fair value hedge)

 

287,085

 

26,221

 

 

Interest rate swaps (non-hedge)

111,446

18,698

113,988

3,355

Interest rate swaps (fair value hedge)

 

 

 

299,555

 

(12,329)

Interest rate swaps (cash flow hedge)

 

 

 

641,500

 

(9,387)

Interest rate swaps (non-hedge)

 

111,446

 

(18,698)

 

113,988

 

(3,355)

Total derivatives

$

1,381,477

$

64,582

$

1,524,031

$

(14,388)

(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.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table presents information regarding the Company’s fair value hedged items for the periods indicated:

Cumulative Amount

of the Fair Hedging Adjustment

Line Item in the Consolidated Statement

Carrying Amount of the

Included in the Carrying Amount of

of Financial Condition in Which

Hedged

the Hedged

the Hedged Item Is Included

Assets/(Liabilities)

Assets/(Liabilities)

(In thousands)

September 30, 2022

December 31, 2021

September 30, 2022

December 31, 2021

Loans

Multi-family residential

$

92,692

$

113,730

$

(11,412)

$

7,608

Commercial real estate

168,117

192,694

(16,105)

3,477

Commercial business and other

6,298

122

Total

$

260,809

$

312,722

$

(27,517)

$

11,207

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 nine months ended

September 30, 

September 30, 

(In thousands)

Affected Line Item in the Statements Where Net Income is Presented

    

2022

    

2021

    

2022

    

2021

Financial Derivatives:

 

  

 

  

 

  

 

  

Other interest expense

$

$

(33)

$

$

(305)

Net gain (loss) from fair value adjustments

(445)

978

Interest rate swaps (non-hedge)

(478)

673

Interest rate swaps (fair value hedge)

Interest and fees on loans

253

(1,206)

(2,068)

(3,231)

Other interest expense

 

64

 

(2,737)

 

(3,890)

(7,942)

Deposit

793

842

Interest rate swaps (cash flow hedge)

857

(2,737)

(3,048)

(7,942)

Net income (loss)

$

1,110

$

(4,421)

$

(5,116)

$

(10,500)

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

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Table of Contents

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 Financial Condition as of the dates indicated:

September 30, 2022

Gross Amounts Not Offset in the

Consolidated Statements of

Gross Amount Offset in

Net Amount of Assets

Financial Condition

Gross Amount of

the Statements

Presented in the

Financial

Cash Collateral

(In thousands)

    

Recognized Assets

    

of Condition

    

Statements of Condition

    

Instruments

    

Received

    

Net Amount

 

Interest rate swaps

$

83,280

$

$

83,280

$

$

50,505

 

$

32,775

Gross Amounts Not Offset in the

Consolidated Statements of

Gross Amount of

Gross Amount Offset in

Net Amount of Liabilities

Financial Condition

Recognized

the Statements

Presented in the

Financial

Cash Collateral

(In thousands)

    

Liabilities

    

of Condition

    

Statements of Condition

    

Instruments

    

Pledged

    

Net Amount

 

Interest rate swaps

$

18,698

$

$

18,698

$

$

 

$

18,698

December 31, 2021

Gross Amounts Not Offset in the

Consolidated Statements of

Gross Amount Offset in

Net Amount of Assets

Financial Condition

Gross Amount of

the Statements

Presented in the

Financial

Cash Collateral

(In thousands)

    

Recognized Assets

    

of Condition

    

Statements of Condition

    

Instruments

    

Received

    

Net Amount

 

Interest rate swaps

$

10,683

$

$

10,683

$

$

 

$

10,683

Gross Amounts Not Offset in the

Consolidated Statements of

Gross Amount of

Gross Amount Offset in

Net Amount of Liabilities

Financial Condition

Recognized

the Statements

Presented in the

Financial

Cash Collateral

(In thousands)

    

Liabilities

    

of Condition

    

Statements of Condition

    

Instruments

    

Pledged

    

Net Amount

 

Interest rate swaps

$

25,071

$

$

25,071

$

$

21,527

 

$

3,544

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

12.     Accumulated Other Comprehensive Income (Loss):

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

 

For the three months ended September 30, 2022

 

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

$

(50,133)

$

18,260

$

(1,313)

$

1,922

$

(31,264)

Other comprehensive income before reclassifications, net of tax

 

(22,797)

 

7,480

 

 

(414)

 

(15,731)

Amounts reclassified from accumulated other comprehensive income, net of tax

 

 

710

 

(9)

 

 

701

Net current period other comprehensive income, net of tax

 

(22,797)

 

8,190

 

(9)

 

(414)

 

(15,030)

Ending balance, net of tax

$

(72,930)

$

26,450

$

(1,322)

$

1,508

$

(46,294)

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

For the three months ended September 30, 2021

 

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

$

485

$

(9,202)

$

(1,741)

$

2,041

$

(8,417)

Other comprehensive income before reclassifications, net of tax

 

(2,645)

 

179

 

 

58

 

(2,408)

Amounts reclassified from accumulated other comprehensive income, net of tax

 

7

 

1,812

 

72

 

 

1,891

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

 

(2,638)

 

1,991

 

72

 

58

 

(517)

Ending balance, net of tax

$

(2,153)

$

(7,211)

$

(1,669)

$

2,099

$

(8,934)

 

For the nine months ended September 30, 2022

 

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

$

(6,272)

$

(1,406)

$

(1,282)

$

2,276

$

(6,684)

Other comprehensive income before reclassifications, net of tax

 

(66,658)

 

23,657

 

 

(768)

 

(43,769)

Amounts reclassified from accumulated other comprehensive income, net of tax

 

 

4,199

 

(40)

 

 

4,159

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

 

(66,658)

 

27,856

 

(40)

 

(768)

 

(39,610)

Ending balance, net of tax

$

(72,930)

$

26,450

$

(1,322)

$

1,508

$

(46,294)

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

For the nine months ended September 30, 2021

 

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

$

1,290

$

(17,521)

$

(1,884)

$

1,849

$

(16,266)

Other comprehensive income before reclassifications, net of tax

 

(3,365)

 

4,885

 

 

250

 

1,770

Amounts reclassified from accumulated other comprehensive income, net of tax

 

(78)

 

5,425

 

215

 

 

5,562

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

 

(3,443)

 

10,310

 

215

 

250

 

7,332

Ending balance, net of tax

$

(2,153)

$

(7,211)

$

(1,669)

$

2,099

$

(8,934)

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Table of Contents

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 September 30, 2022

 

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

$

(1,030)

Interest expense

 

320

Provision for income taxes

$

(710)

Net of tax

Amortization of defined benefit pension items:

 

  

  

Actuarial losses

$

6

(1)  

Other expense

Prior service credits

 

7

(1)  

Other expense

 

13

Total before tax

 

(4)

Provision for income taxes

$

9

Net of tax

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 9 (“Pension and Other Postretirement Benefit Plans”) for additional information

For the three months ended September 30, 2021

 

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 losses on available for sale securities

$

(10)

Net loss on sale of securities

 

3

Provision for income taxes

$

(7)

Net of tax

  

Cash flow hedges:

 

  

Interest rate swaps

$

(2,640)

Interest expense

 

828

Provision for income taxes

$

(1,812)

Net of tax

Amortization of defined benefit pension items:

 

  

Actuarial losses

$

(125)

(1)  

Other operating expenses

Prior service credits

 

21

(1)  

Other operating expenses

 

(104)

Total before tax

 

32

Provision for income taxes

$

(72)

Net of tax

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 9 (“Pension and Other Postretirement Benefit Plans”) for additional information

-43-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

For the nine months ended September 30, 2022

 

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

$

(6,117)

Interest expense

 

1,918

Provision for income taxes

$

(4,199)

Net of tax

Amortization of defined benefit pension items:

 

  

  

Actuarial losses

$

18

(1)  

Other expense

Prior service credits

 

21

(1)  

Other expense

 

39

Total before tax

 

1

Provision for income taxes

$

40

Net of tax

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 9 (“Pension and Other Postretirement Benefit Plans”) for additional information

For the nine months ended September 30, 2021

 

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 losses on available for sale securities

$

113

Net loss on sale of securities

 

(35)

Provision for income taxes

$

78

Net of tax

Cash flow hedges:

 

  

Interest rate swaps

$

(7,883)

Interest expense

 

2,458

Provision for income taxes

$

(5,425)

Net of tax

Amortization of defined benefit pension items:

 

  

Actuarial losses

$

(375)

(1)  

Other operating expenses

Prior service credits

 

63

(1)  

Other operating expenses

 

(312)

Total before tax

 

97

Provision for income taxes

$

(215)

Net of tax

(1)These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 9 (“Pension and Other Postretirement Benefit Plans”) for additional information

-44-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

13.     Regulatory Capital

Under current capital regulations, the Bank is required to comply with four separate capital adequacy standards and a Capital Conservation Buffer (“CCB”). As of September 30, 2022, the Bank 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 Bank was 5.44% and 6.13% at September 30, 2022 and December 31, 2021, respectively.

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

    

September 30, 2022

    

December 31, 2021

 

Percent of

Percent of

 

    

Amount

    

Assets

    

Amount

    

Assets

 

 

(Dollars in thousands)

Tier I (leverage) capital:

 

  

 

  

 

  

 

  

Capital level

$

859,779

 

10.03

%  

$

840,105

 

10.39

%

Requirement to be well-capitalized

 

428,594

 

5.00

 

404,366

 

5.00

Excess

 

431,185

 

5.03

 

435,739

 

5.39

Common Equity Tier I risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

859,779

 

12.85

%  

$

840,105

 

13.58

%

Requirement to be well-capitalized

 

434,966

 

6.50

 

402,100

 

6.50

Excess

 

424,813

 

6.35

 

438,005

 

7.08

Tier I risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

859,779

 

12.85

%  

$

840,105

 

13.58

%

Requirement to be well-capitalized

 

535,343

 

8.00

 

494,892

 

8.00

Excess

 

324,436

 

4.85

 

345,213

 

5.58

Total risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

899,274

 

13.44

%  

$

874,400

 

14.13

%

Requirement to be well-capitalized

 

669,179

 

10.00

 

618,615

 

10.00

Excess

 

230,095

 

3.44

 

255,785

 

4.13

The Holding Company is subject to the same regulatory capital requirements as the Bank. As of September 30, 2022, 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 September 30, 2022 and December 31, 2021 was 5.20% and 5.75%, respectively.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

    

September 30, 2022

    

December 31, 2021

 

Percent of

Percent of

 

    

Amount

    

Assets

    

Amount

    

Assets

 

(Dollars in thousands)

 

Tier I (leverage) capital:

 

  

 

  

 

  

 

  

Capital level

$

749,526

 

8.74

%  

$

726,174

 

8.98

%

Requirement to be well-capitalized

 

428,619

 

5.00

 

404,422

 

5.00

Excess

 

320,907

 

3.74

 

321,752

 

3.98

Common Equity Tier I risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

701,532

 

10.49

%  

$

671,494

 

10.86

%

Requirement to be well-capitalized

 

434,803

 

6.50

 

401,836

 

6.50

Excess

 

266,729

 

3.99

 

269,658

 

4.36

Tier I risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

749,526

 

11.20

%  

$

726,174

 

11.75

%

Requirement to be well-capitalized

 

535,143

 

8.00

 

494,568

 

8.00

Excess

 

214,383

 

3.20

 

231,606

 

3.75

Total risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

979,021

 

14.64

%  

$

885,469

 

14.32

%

Requirement to be well-capitalized

 

668,928

 

10.00

 

618,210

 

10.00

Excess

 

310,093

 

4.64

 

267,259

 

4.32

14.     New Authoritative Accounting Pronouncements

Accounting Standards Pending Adoption:

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (Topic 326), which replaces the recognition and measurement guidance related to TDRs for creditors that have adopted ASC Topic 326 (commonly referred to as “CECL”) with the recognition and measurement guidance contained in Accounting Standards Codification (“ASC”) 310-20, to determine whether a modification results in a new loan or a continuation of an existing loan. This ASU also enhances disclosures about loan modifications for borrowers who are experiencing financial difficulty. The guidance also requires public business entities to present gross write-offs by year of origination in their vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this ASU should be applied on a prospective basis; however, institutions have the option to apply a modified retrospective transition method as it relates to the recognition and measurement of TDRs, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. We do not believe this ASU will have a material impact on our business operations or consolidated financial statements.

In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform” (Topic 848), which clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848), which provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or re-measurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity could elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We anticipate this ASU will simplify any modifications we execute between the selected start date (yet to be determined) and December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the continuation of the contract, rather than extinguishment of the old contract resulting in writing off unamortized fees/costs. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have material effects on our business operations and consolidated financial statements. The amendments in this update apply to contract modifications that replace a reference rate reform and contemporaneous modifications of other terms related to the replacement of the reference rate.

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Table of Contents

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, 2021. 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 Service Corporation, FSB Properties Inc., and Flushing Preferred Funding Corporation, which was dissolved as of June 30, 2021.

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, 2021. 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.

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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

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-chartered 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. At September 30, 2022, the Bank owns two subsidiaries: 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, 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 can also be significantly affected by changes in the fair value of financial assets and financial liabilities for which changes in value are recorded through earnings and our periodic provision for credit losses.

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.

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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

We carry a portion of our financial assets and financial liabilities under the fair value option and record changes in their fair value through earnings in non-interest income on our Consolidated Statements of Income and Comprehensive Income. A description of the financial assets and financial liabilities that are carried at fair value through earnings can be found in Note 10 (“Fair Value of Financial Instruments”) of the Notes to the Consolidated Financial Statements.

For the three months ended September 30, 2022 we reported net income of $23.4 million, or $0.76 per diluted common share, and reported net interest income totaling $61.2 million. The net interest income was driven by a $238.4 million increase in average interest-earning assets during the quarter, offset by an increase of 64 basis points in the cost of interest-bearing liabilities, which resulted in the net interest margin declining 28 basis points compared to the three months ended June 30, 2022.

During the three months ended September 30, 2022, the yield on interest-earning assets increased 25 basis points, while the cost of interest-bearing liabilities increased 65 basis points from the three months ended June 30, 2022, which resulted in a decrease of 28 basis points in net interest margin to 3.07% from 3.35% for the three months ended June 30, 2022. Excluding net gains (losses) from qualifying hedges and purchase accounting adjustments, the net interest margin decreased 30 basis points to 3.03% for the three months ended September 30, 2022 from 3.33% for the three months ended June 30, 2022.

Our loan portfolio is greater than 88% collateralized by real estate with an average loan to value of less than 37%. We have a long history and foundation built upon disciplined underwriting, good credit quality, and a resilient seasoned loan portfolio with strong asset protection. At September 30, 2022, our allowance for credit losses (“ACL”) - loans stood at 59 basis points of gross loans and 142.3% of non-performing loans. Non-performing assets at the end of the quarter were 58 basis points of total assets.

The Bank and Company remain well-capitalized under current capital regulations and are subject to the same regulatory capital requirements. See Note 13 (“Regulatory Capital”) of the Notes to the Consolidated Financial Statements.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

General. Net income for the three months ended September 30, 2022 was $23.4 million, a decrease of $2.0 million, or 7.8%, from $25.4 million for the three months ended September 30, 2021. Diluted earnings per common share were $0.76 for the three months ended September 30, 2022, a decrease of $0.05 or 6.2%, from $0.81 for the three months ended September 30, 2021.

Return on average equity was 13.91% for the three months ended September 30, 2022 compared to 15.42% for the three months ended September 30, 2021. Return on average assets was 1.11% for the three months ended September 30, 2022 compared to 1.26% for the three months ended September 30, 2021.

Interest Income. Interest and dividend income increased $8.8 million, or 12.1%, to $81.7 million for the three months ended September 30, 2022 from $73.0 million for the three months ended September 30, 2021. The increase in interest income was primarily attributable to the 26 basis point increase in the yield on interest-earning assets to 4.10% for the three months ended September 30, 2022 compared to 3.84% for the comparable prior year period. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual loans, net gains (losses) from fair value adjustments on qualifying hedges, and purchase accounting adjustments, the yield on total loans, net, increased 31 basis points to 4.27% for the three months ended September 30, 2022 from 3.96% for the three months ended September 30, 2021.

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

Interest Expense. Interest expense increased $11.0 million, or 114.2%, to $20.5 million for the three months ended September 30, 2022 from $9.6 million for the three months ended September 30, 2021. The growth in interest expense was primarily due to an increase of 64 basis points in the average cost of interest-bearing liabilities to 1.25% for the three months ended September 30, 2022 from 0.61% for the three months ended September 30, 2021 and the increase of $242.2 million in the average balance of interest-bearing liabilities to $6,553.1 million for the three months ended September 30, 2022 from $6,310.9 million for the comparable prior year period.

Net Interest Income. Net interest income for the three months ended September 30, 2022 was $61.2 million, a decrease of $2.2 million, or 3.4%, from $63.4 million for the three months ended September 30, 2021. The decrease in net interest income was primarily due to the cost of interest-bearing liabilities rising faster than the yield on interest-earning assets, partially offset by net interest-earning assets growing $128.5 million year over year to $1,426.0 million for the quarter ended September 30, 2022. This caused a decrease of 27 basis points in the net interest margin to 3.07% during the same period. Included in net interest income was prepayment penalty income, net reversals and recovered interest from non-accrual loans totaling $1.4 million and $2.1 million for the three months ended September 30, 2022 and 2021, respectively, net (gains) losses from fair value adjustments on qualifying hedges totaling less than $0.1 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively, and purchase accounting income adjustments of $0.8 million and $1.1 million for the three months ended September 30, 2022 and 2021, respectively. Excluding all of these items, the net interest margin for the three months ended September 30, 2022 was 2.96%, a decrease of 19 basis points, from 3.15% for the three months ended September 30, 2021.

Provision (Benefit) for Credit Losses. During the three months ended September 30, 2022, the provision for credit losses was $2.1 million compared to a benefit for credit losses of $6.9 million for the three months ended September 30, 2021.  The provision recorded during the three months ended September 30, 2022 was primarily due to increased reserves on two previously identified credits and loan growth during the quarter. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 50.9% at September 30, 2022. The Bank continues to maintain conservative underwriting standards.

Non-Interest Income. Non-interest income for the three months ended September 30, 2022 was $9.0 million, an increase of $8.1 million from $0.9 million in the prior year comparable period. The increase was primarily due to the prior year period inclusion of net losses from fair value adjustments totaling $2.3 million compared to net gains totaling $5.6 million recorded during the three months ended September 30, 2022. Additionally, non-interest income for the three months ended September 30, 2022 included life insurance proceeds totaling $1.5 million.

Non-Interest Expense. Non-interest expense for the three months ended September 30, 2022 was $35.6 million, a decrease of $0.7 million, or 2.0%, from $36.3 million for the three months ended September 30, 2021. The decrease in non-interest expense was primarily due to a reduction in reserves for unfunded off-balance sheet commitments.

Income before Income Taxes. Income before income taxes for the three months ended September 30, 2022 was $32.4 million, a decrease of $2.4 million, or 6.9%, from $34.8 million for the three months ended September 30, 2021 for the reasons discussed above.

Provision for Income Taxes. The provision for income taxes was $9.0 million for the three months ended September 30, 2022, a decrease of $0.4 million, or 4.5%, from $9.4 million for the three months ended September 30, 2021. The decrease was primarily due to the decline in income before income taxes and an increase in the effective tax rate. The effective tax rate for three months ended September 30, 2022 was 27.7% compared to 27.0% for the three months ended September 30, 2021. The increase in the effective tax rate was primarily due to the loss of certain New York State and City tax deductions in 2022.

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

General. Net income for the nine months ended September 30, 2022 was $66.7 million, an increase of $3.0 million, or 4.7%, from $63.7 million for the nine months ended September 30, 2021. Diluted earnings per common share were $2.15 for the nine months ended September 30, 2022, an increase of $0.13, or 6.4%, from $2.02 for the nine months ended September 30, 2021.

Return on average equity was 13.24% for both the nine months ended September 30, 2022 and September 30, 2021. Return on average assets was 1.08% for the nine months ended September 30, 2022 compared to 1.04% for the nine months ended September 30, 2021.

Interest Income. Interest and dividend income increased $10.5 million, or 4.9%, to $227.4 million for the nine months ended September 30, 2022 from $216.8 million for the nine months ended September 30, 2021. The increase in interest income was primarily attributable to the 14 basis points increase in the yield on interest-earning assets to 3.91%, for the nine months ended September 30, 2022, compared to 3.77% for the comparable prior year period. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual loans, net gains (losses) from fair value adjustments on qualifying hedges, and purchase accounting adjustments, the yield on total loans, net, increased 13 basis points to 4.18% for the nine months ended September 30, 2022 from 4.05% for the nine months ended September 30, 2021.

Interest Expense. Interest expense increased $6.4 million, or 20.3%, to $37.9 million for the nine months ended September 30, 2022 from $31.5 million for the nine months ended September 30, 2021. The increase in interest expense was primarily due to the 14 basis point increase in the average cost of interest-bearing liabilities to 0.79% for the nine months ended September 30, 2022 from 0.65% for the nine months ended September 30, 2021, which was driven by our liabilities repricing up as the Federal Reserve raised interest rates during the current period. This was partially offset by a decrease of $68.4 million in the average balance of interest-bearing liabilities to $6,371.5 million for the nine months ended September 30, 2022 from $6,439.9 million for the comparable prior year period.

Net Interest Income. Net interest income for the nine months ended September 30, 2022 was $189.4 million, an increase of $4.1 million, or 2.2%, from $185.3 million for the nine months ended September 30, 2021. The increase in net interest income was primarily due to an increase in net interest-earning assets of $144.9 million to $1,393.3 million for the nine months ended September 30, 2022 compared to $1,248.4 million for the prior year, an increase of 4 basis points in the net interest margin to 3.26% during the same period. Included in net interest income was prepayment penalty income, net of reversals and recovered interest from non-accrual loans totaling $5.4 million and $5.1 million for the nine months ended September 30, 2022 and 2021, respectively, net (losses) gains from fair value adjustments on qualifying hedges totaling ($0.2) million and $1.0 million for the nine months ended September 30, 2022 and 2021, respectively, and purchase accounting income adjustments of $2.2 million and $2.6 million for the nine months ended September 30, 2022 and 2021, respectively. Excluding all of these items, the net interest margin for the nine months ended September 30, 2022 was 3.13%, an increase of 6 basis points, from 3.07% for the nine months ended September 30, 2021.

Provision (Benefit) for Credit Losses. During the nine months ended September 30, 2022, the provision for credit losses was $5.1 million, compared to a (benefit) for credit losses of ($5.7) million for the nine months ended September 30, 2021. The provision recorded during the nine months ended September 30, 2022 was driven by loan growth, increased reserves on two previously identified credits, coupled with the ongoing environmental uncertainty resulting from high and rising inflation including increasing interest rates. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 37.6% at September 30, 2022. The Bank continues to maintain conservative underwriting standards.

Non-Interest Income. Non-interest income for the nine months ended September 30, 2022 was $17.7 million, an increase of $13.7 million from $4.0 million in the prior year comparable period. The increase was primarily due to the prior year period including net losses from fair value adjustments totaling $7.9 million compared to net gains totaling $6.4 million

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Management’s Discussions and Analysis of

Financial Condition and Results of Operations

recorded in the current year period. Additionally, non-interest income for the nine months ended September 30, 2022 included life insurance proceeds totaling $1.5 million.

Non-Interest Expense. Non-interest expense for the nine months ended September 30, 2022 was $110.0 million, an increase of $1.4 million, or 1.3%, from $108.5 million for the nine months ended September 30, 2021. The increase in non-interest expense was primarily due to operational growth of the Company.

Income before Income Taxes. Income before income taxes for the nine months ended September 30, 2022 was $92.0 million, an increase of $5.6 million, or 6.5%, from $86.5 million for the nine months ended September 30, 2021 for the previously discussed reasons.

Provision for Income Taxes. The provision for income taxes was $25.3 million for the nine months ended September 30, 2022, an increase of $2.6 million, or 11.4%, from $22.7 million for the nine months ended September 30, 2021. The increase was primarily due to the growth in income before income taxes, and an increase in the effective tax rate. The effective tax rate for nine months ended September 30, 2022 was 27.5% compared to 26.3% for the nine months ended September 30, 2021. The increase in the effective tax rate was primarily due to the loss of certain New York State and City tax deductions in 2022.

FINANCIAL CONDITION

Assets. Total assets at September 30, 2022 were $8,557.4 million, an increase of $511.5 million, or 6.4%, from $8,045.9 million at December 31, 2021. Total loans net increased $314.4 million, or 4.8%, during the nine months ended September 30, 2022, to $6,915.4 million from $6,601.0 million at December 31, 2021. The increase was primarily due to loan originations which exceeded satisfactions. Loan originations and purchases were $1,296.8 million for the nine months ended September 30, 2022, an increase of $405.5 million, or 45.5%, from $891.2 million for the nine months ended September 30, 2021. We continue to focus on the origination of multi-family residential, commercial real estate and commercial business loans with a full banking relationship. The loan pipeline was $309.1 million at September 30, 2022, compared to $429.3 million at December 31, 2021.

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

 

For the three months

 

For the nine months

 

ended September 30, 

 

ended September 30, 

(In thousands)

    

2022

    

2021

    

2022

    

2021

Multi-family residential

$

173,980

$

41,850

 

$

409,086

$

167,316

Commercial real estate

 

77,777

 

48,447

 

287,705

 

103,566

One-to-four family – mixed-use property

 

12,383

 

12,823

 

33,109

 

28,670

One-to-four family – residential

 

4,102

 

2,761

 

17,550

 

65,386

Construction (1)

 

7,170

 

8,687

 

24,291

 

21,091

Small Business Administration (2)

 

46

 

415

 

2,796

 

143,093

Commercial business and other (3)

 

188,202

 

128,946

 

522,229

 

362,100

Total

$

463,660

$

243,929

$

1,296,766

$

891,222

(1)(CRE) Includes purchases of $13.9 million for the three months ended September 30, 2021. Includes purchases of $13.9 million for the nine months ended September 30, 2021.
(2)(1-4 Res) Includes purchases of $58.0 million for the nine months ended September 30, 2021.
(3)(Construction) Includes purchases of $0.7 million and $2.3 million for the three months ended September 30, 2022, and 2021, respectively. Includes purchases of $2.3 million and $9.2 million for the nine months ended September 2022, and 2021, respectively.
(4)(PPP) Includes $138.7 million of SBA PPP loans for the nine months ended September 30, 2021.
(5)(Comm Bus) Includes purchases of $109.4 million and $45.8 million for the three months ended September 30, 2022 and 2021, respectively. Includes purchases of $205.3 million and $111.6 million for the nine months ended September 30, 2022 and 2021, respectively.

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Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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 nine months ended September 30, 2022 had an average loan-to-value ratio of 54.2% and an average debt coverage ratio of 168.5%.

The Bank’s non-performing assets totaled $50.0 million at September 30, 2022, an increase of $35.1 million, or 234.7%, from December 31, 2021. Total non-performing assets as a percentage of total assets were 0.58% at September 30, 2022 and 0.19% at December 31, 2021. The ratio of ACL - loans to total non-performing loans was 142.3% at September 30, 2022 and 248.7% at December 31, 2021.

During the nine months ended September 30, 2022, mortgage-backed securities decreased $103.8 million, or 17.9%, to $476.2 million from $580.1 million at December 31, 2021. The decrease in mortgage-backed securities during the nine months ended September 30, 2022 was primarily due to the principal repayment of securities totaling $79.1 million and the decrease in the fair value of the securities totaling $77.6 million partially offset by the purchase of securities totaling $54.5 million at an average rate of 2.67%.

During the nine months ended September 30, 2022, other securities increased $162.5 million, or 63.7%, to $417.5 million from $255.0 million at December 31, 2021. The increase in other securities during the nine months ended September 30, 2022, was primarily due to purchases of $184.8 million at an average rate of 3.20% partially offset by a decrease in the fair value of other securities totaling $20.7 million, and maturities, sales and calls totaling $2.0 million. At September 30, 2022, other securities primarily consisted of securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, corporate bonds, and CLOs.

Liabilities. Total liabilities were $7,886.7 million at September 30, 2022, an increase of $520.4 million, or 7.1%, from $7,366.3 million at December 31, 2021. During the nine months ended September 30, 2022, due to depositors decreased $278.8 million, or 4.4%, to $6,054.8 million due to a decrease of $303.5 million in NOW, money market accounts and certificates of deposit. The decrease in NOW, money market accounts and certificates of deposit was due to several large withdrawals at the end of the quarter, as certain depositors sought out higher rates. Included in deposits were brokered deposits totaling $682.3 million, an increase of $56.0 million from $626.3 million at December 31, 2021.  Borrowed funds increased $757.3 million during the nine months ended September 30, 2022. Included in the increase in borrowed funds are $65.0 million of 6.0% fixed-to-floating rate subordinated notes due in 2032 issued on August 24, 2022.

Equity. Total stockholders’ equity decreased $8.9 million, or 1.3%, to $670.7 million at September 30, 2022, from $679.6 million at December 31, 2021. Stockholders’ equity decreased due to a decline in accumulated other comprehensive income of $39.6 million, the declaration and payment of dividends on the Company’s common stock of $0.66 per common share totaling $22.4 million and 878,863 shares repurchased totaling $19.7 million. These decreases were partially offset by net income of $66.7 million. Book value per common share increased to $22.47 at September 30, 2022 compared to $22.26 at December 31, 2021.

Liquidity. Liquidity is the ability to economically meet current and future financial obligations. The Company’s primary objectives in terms of managing liquidity is to maintain the ability to originate and purchase loans, repay borrowings as they mature, satisfy financial obligations that arise in the normal course of business and meet our customer’s deposit withdrawal needs. Our primary sources of funds are deposits, borrowings, principal and interest payments on loans, mortgage-backed and other securities, and proceeds from sales of securities and loans. Deposit flows and mortgage prepayments, however, are greatly influenced by general interest rates, economic conditions, and competition. The Company has other sources of liquidity, including unsecured overnight lines of credit, brokered deposits and other types of borrowings.

Liquidity management is both a short and long-term function of business management. During 2022, funds were provided by the Company’s operating activities, which were used to fund our investing and financing activities. Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

federal funds sold with original maturities of 90 days or less. The level of these assets is dependent on our operating, financing, lending, and investing activities during any given period. At September 30, 2022, cash and cash equivalents totaled $164.7 million, an increase of $83.0 million from December 31, 2021. We also held unencumbered securities available for sale totaling $576.0 million at September 30, 2022.

At September 30, 2022, the Bank was able to borrow up to $3,751.7 million from the FHLB-NY in Federal Home Loan Bank advances and letters of credit. As of September 30, 2022, the Bank had $2,233.3 million outstanding in combined balances of FHLB-NY advances and letters of credit. At September 30, 2022, the Bank also had unsecured lines of credit with other commercial banks totaling $958 million, and an outstanding amount of $150.0 million. In addition, at September 30, 2022, the Holding Company had subordinated debentures with a principal balance totaling $190.0 million and junior subordinated debentures with a face amount of $61.9 million and a carrying amount of $49.8 million. Management believes its available sources of funds are sufficient to fund current operations.

INTEREST RATE RISK

Economic Value of Equity Analysis. 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 fluctuate 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 quantifies the net portfolio value should interest rates immediately go up or down 100 or 200 basis points, assuming the yield curves of the rate shocks will be parallel to each other.  Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. The changes in value are measured as percentage changes from the net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at September 30, 2022. Various estimates regarding prepayment assumptions are made at each level of rate shock. At September 30, 2022, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.

The following table presents the Company’s interest rate shock as of September 30, 2022:

    

Projected Percentage Change In

Change in Interest Rate

Net Portfolio Value

Net Portfolio Value Ratio

-200 Basis points

 

7.8

%

15.2

%

-100 Basis points

 

4.5

15.1

Base interest rate

 

 

14.7

 

+100 Basis points

 

(6.1)

 

14.1

 

+200 Basis points

 

(12.2)

 

13.5

 

Income Simulation Analysis. 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 provides a report for review by the ALCO Investment Committee of the Board of Directors. This report quantifies the potential changes in net interest income through various interest rate scenarios.

The starting point for the net interest income simulation is an estimate of the next twelve month’s net interest income assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at period-end levels.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

The report quantifies the potential changes in net interest income should interest rates go up or down 100 or 200 basis points (shocked), assuming the yield curves of the rate shocks will be parallel to each other. All changes in income are measured as percentage changes from the projected net interest income at the base interest rate scenario. The base interest rate scenario assumes interest rates at September 30, 2022. 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.

The following table presents the Company’s interest rate shock as of September 30, 2022:

    

Projected Percentage Change In

Change in Interest Rate

Net Interest Income

-200 Basis points

 

9.8

%

-100 Basis points

 

5.6

Base interest rate

 

 

+100 Basis points

 

(8.9)

 

+200 Basis points

 

(17.8)

 

Another net interest income simulation assumes that changes in interest rates change gradually in equal increments over the twelve-month period. Prepayment penalty income is also excluded from this analysis. Based on these assumptions, net interest income would be reduced by 4.9% from a 100 basis point increase in rates over the next twelve months. Actual results could differ significantly from these estimates.

At September 30 2022, the Company had a derivative portfolio with a notional value totaling $1.4 billion. This portfolio is designed to provide protection against rising interest rates. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

A portion of this portfolio is comprised of interest rate swaps on certain short-term advances and brokered deposits totaling $871.5 million. At September 30, 2022, $591.5 million of the interest rate swaps are effective swaps at a weighted average rate of approximately 1.74% that largely mature by early 2024 and $280.0 million of the interest rate swaps are forward swaps effective at different points through 2023 and 2024, at an average rate of 0.72%.

The net interest income simulation incorporates the next twelve months (through September 30, 2023) and only a portion of the effective swap maturities and the forward starting swaps are included in this period. Assuming another equal increment ramp of 100 basis points increase in rates in the second year (through September 30, 2024), for a total of 200 basis points over two years, the total derivative portfolio has a 1.8% benefit to net interest income (versus the base case) in the first year and a cumulative benefit of 4.6% by the second year..

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Table of Contents

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 nine months ended September 30, 2022 and 2021, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.

 

For the three months ended September 30, 

 

2022

 

2021

 

Average

 

Yield/

 

Average

 

Yield/

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

Assets

 

(Dollars in thousands)

Interest-earning assets:

    

  

    

  

    

    

  

    

  

    

Mortgage loans, net

$

5,340,694

$

58,374

 

4.37

%  

$

5,158,213

$

55,114

 

4.27

%

Other loans, net

 

1,520,769

 

17,172

 

4.52

 

1,475,088

 

14,084

 

3.82

Total loans, net (1) (2)

 

6,861,463

75,546

4.40

 

6,633,301

69,198

4.17

Taxable securities:

 

  

 

  

 

 

  

 

  

 

Mortgage-backed securities

 

568,854

 

2,466

 

1.73

 

590,732

 

2,279

 

1.54

Other securities

 

362,629

 

2,839

 

3.13

 

217,763

 

1,008

 

1.85

Total taxable securities

 

931,483

5,305

2.28

 

808,495

3,287

1.63

Tax-exempt securities: (3)

 

  

 

  

 

 

  

 

  

 

Other securities

 

67,211

 

492

 

2.93

 

50,832

 

539

 

4.24

Total tax-exempt securities

 

67,211

492

2.93

 

50,832

539

4.24

Interest-earning deposits and federal funds sold

 

118,913

 

506

 

1.70

 

115,689

 

42

 

0.15

Total interest-earning assets

 

7,979,070

81,849

4.10

 

7,608,317

73,066

3.84

Other assets

 

463,587

 

 

 

464,601

 

 

Total assets

$

8,442,657

 

 

$

8,072,918

 

 

Liabilities and Equity

 

  

 

  

 

 

  

 

  

 

Interest-bearing liabilities

 

  

 

  

 

 

  

 

  

 

Deposits:

 

  

 

  

 

 

  

 

  

 

Savings accounts

$

154,545

 

53

 

0.14

$

153,120

 

61

 

0.16

NOW accounts

 

1,808,608

 

3,640

 

0.81

 

2,107,866

 

1,227

 

0.23

Money market accounts

 

2,136,829

 

5,280

 

0.99

 

2,107,473

 

1,683

 

0.32

Certificate of deposit accounts

 

1,057,733

 

2,948

 

1.11

 

1,037,964

 

1,734

 

0.67

Total due to depositors

 

5,157,715

11,921

0.92

 

5,406,423

4,705

0.35

Mortgagors' escrow accounts

 

68,602

 

44

 

0.26

 

68,562

 

 

Total deposits

 

5,226,317

11,965

0.92

 

5,474,985

4,705

0.34

Borrowed funds

 

1,326,770

 

8,574

 

2.58

 

835,874

 

4,884

 

2.34

Total interest-bearing liabilities

 

6,553,087

20,539

1.25

 

6,310,859

9,589

0.61

Non-interest-bearing deposits

 

1,050,296

 

  

 

 

933,443

 

  

 

Other liabilities

 

164,992

 

  

 

 

169,328

 

  

 

Total liabilities

 

7,768,375

 

  

 

 

7,413,630

 

  

 

Equity

 

674,282

 

  

 

 

659,288

 

  

 

Total liabilities and equity

$

8,442,657

 

  

 

$

8,072,918

 

  

 

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

 

  

$

61,310

 

2.85

%  

 

  

$

63,477

 

3.23

%

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

$

1,425,983

 

  

 

3.07

%  

$

1,297,458

 

  

 

3.34

%

Ratio of interest-earning assets to interest-bearing liabilities

 

  

 

  

 

1.22

X  

 

  

 

  

 

1.21

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 $1.6 million and $3.4 million for the three months ended September 30, 2022 and 2021, respectively.
(2)Loan interest income includes net (losses) gains from fair value adjustments on qualifying hedges of ($28,000) and $0.2 million for three month periods ended September 30, 2022 and 2021.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

(3)Interest and yields are calculated on the tax equivalent basis using the statutory federal income tax rate of 21% for the periods presented totaling $0.1 million each for the three months ended September 30, 2022 and 2021.

 

For the nine months ended September 30, 

 

2022

 

2021

 

Average

 

Yield/

 

Average

 

Yield/

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

Assets

 

(Dollars in thousands)

Interest-earning assets:

    

  

    

  

    

    

  

    

  

    

Mortgage loans, net

$

5,224,289

$

167,119

 

4.27

%  

$

5,148,204

$

163,320

 

4.23

%

Other loans, net

 

1,470,239

 

45,135

 

4.09

 

1,525,105

 

42,898

 

3.75

Total loans, net (1) (2)

 

6,694,528

212,254

4.23

 

6,673,309

206,218

4.12

Taxable securities:

 

  

 

  

 

 

  

 

  

 

Mortgage-backed securities

 

581,439

 

6,989

 

1.60

 

534,836

 

6,210

 

1.55

Other securities

 

308,008

 

6,048

 

2.62

 

249,899

 

3,008

 

1.60

Total taxable securities

 

889,447

13,037

1.95

 

784,735

9,218

1.57

Tax-exempt securities: (3)

 

  

 

  

 

 

  

 

  

 

Other securities

 

64,081

 

1,708

 

3.55

 

50,830

 

1,604

 

4.21

Total tax-exempt securities

 

64,081

1,708

3.55

 

50,830

1,604

4.21

Interest-earning deposits and federal funds sold

 

116,817

 

716

 

0.82

 

179,480

 

129

 

0.10

Total interest-earning assets

 

7,764,873

227,715

3.91

 

7,688,354

217,169

3.77

Other assets

 

471,197

 

 

 

472,767

 

 

Total assets

$

8,236,070

 

 

$

8,161,121

 

 

Liabilities and Equity

 

  

 

  

 

 

  

 

  

 

Interest-bearing liabilities

 

  

 

  

 

 

  

 

  

 

Deposits:

 

  

 

  

 

 

  

 

  

 

Savings accounts

$

155,966

 

152

 

0.13

$

158,708

 

202

 

0.17

NOW accounts

 

1,977,621

 

5,838

 

0.39

 

2,182,660

 

4,432

 

0.27

Money market accounts

 

2,206,973

 

8,507

 

0.51

 

2,019,497

 

5,843

 

0.39

Certificate of deposit accounts

 

923,301

 

5,510

 

0.80

 

1,061,293

 

5,869

 

0.74

Total due to depositors

 

5,263,861

20,007

0.51

 

5,422,158

16,346

0.40

Mortgagors' escrow accounts

 

79,192

 

52

 

0.09

 

75,171

 

3

 

0.01

Total deposits

 

5,343,053

20,059

0.50

 

5,497,329

16,349

0.40

Borrowed funds

 

1,028,489

 

17,882

 

2.32

 

942,599

 

15,188

 

2.15

Total interest-bearing liabilities

 

6,371,542

37,941

0.79

 

6,439,928

31,537

0.65

Non-interest-bearing deposits

 

1,032,319

 

  

 

 

904,522

 

  

 

Other liabilities

 

160,621

 

  

 

 

175,317

 

  

 

Total liabilities

 

7,564,482

 

  

 

 

7,519,767

 

  

 

Equity

 

671,588

 

  

 

 

641,354

 

  

 

Total liabilities and equity

$

8,236,070

 

  

 

$

8,161,121

 

  

 

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

 

  

$

189,774

 

3.12

%  

 

  

$

185,632

 

3.12

%

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

$

1,393,331

 

  

 

3.26

%  

$

1,248,426

 

  

 

3.22

%

Ratio of interest-earning assets to interest-bearing liabilities

 

  

 

  

 

1.22

X  

 

  

 

  

 

1.19

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 $6.8 million and $8.2 million for the nine months ended September 30, 2022 and 2021, respectively.
(2)Loan interest income includes net gains (losses) from fair value adjustments on qualifying hedges of ($0.2) million and $1.0 million for the nine months ended September 30, 2022 and 2021, respectively.
(3)Interest and yields are calculated on the tax equivalent basis using the statutory federal income tax rate of 21% for the periods presented totaling $0.4 million and $0.3 million for the nine months ended September 30, 2022 and 2021.

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Table of Contents

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 nine months ended September 30, 

(In thousands)

    

2022

    

2021

Mortgage Loans

 

  

 

  

At beginning of period

$

5,200,782

$

5,228,271

Mortgage loans originated:

 

  

 

  

Multi-family residential

 

409,086

 

167,316

Commercial real estate

 

287,705

 

89,678

One-to-four family mixed-use property

 

33,109

 

28,670

One-to-four family residential

 

17,550

 

7,434

Construction

 

21,999

 

11,865

Total mortgage loans originated

 

769,449

 

304,963

Mortgage loans purchased:

 

  

 

  

One-to-four family mixed-use property

 

 

13,888

One-to-four family residential

 

 

57,952

Construction

 

2,292

 

9,226

Total mortgage loans purchased

 

2,292

 

81,066

Less:

 

  

 

  

Principal reductions

 

555,959

 

406,720

Mortgage loan sales

 

29,024

 

23,895

Charge-offs

 

2

 

139

At end of period

$

5,387,538

$

5,183,546

Non-mortgage loans

 

  

 

  

At beginning of period

$

1,433,084

$

1,473,358

Loans originated:

 

  

 

  

Small Business Administration (1)

 

2,796

 

143,093

Commercial business

 

314,315

 

247,025

Other

 

2,660

 

3,436

Total other loans originated

 

319,771

 

393,554

Non-mortgage loans purchased:

 

 

  

Commercial business

 

205,254

 

111,639

Total non-mortgage loans purchased

 

205,254

 

111,639

Less:

 

  

 

  

Principal reductions (2)

 

397,520

 

530,020

Charge-offs (3)

 

380

 

4,988

At end of period

$

1,560,209

$

1,443,543

(1)Includes SBA PPP originations totaling $138.7 million for the nine months ended September 30, 2021.
(2)Includes SBA PPP reductions totaling $67.8 million and $159.8 million for the nine months ended September 30, 2022 and 2021, respectively.
(3)Does not include charge-offs totaling $1.0 million on the guaranteed portion of SBA receivables deemed uncollectible during the nine months ended September 30, 2022.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

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

September 30, 

December 31,

(In thousands)

    

2022

    

2021

Accrual Status:

 

  

 

  

Multi-family residential

$

1,677

$

1,690

Commercial real estate

 

7,572

 

7,572

One-to-four family - mixed-use property

 

987

 

1,375

One-to-four family - residential

 

257

 

483

Commercial business and other

 

1,132

 

1,340

Total

 

11,625

 

12,460

Non-Accrual Status:

 

  

 

  

One-to-four family - mixed-use property

 

250

 

261

Commercial business and other

 

2,928

 

41

Total

 

3,178

 

302

Total performing troubled debt restructured

$

14,803

$

12,762

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Table of Contents

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 our non-performing assets at the period indicated:

September 30,

December 31, 

(In thousands)

 

2022

2021

Loans 90 days or more past due and still accruing:

Commercial Business and other

$

2,000

$

Total

 

2,000

 

Non-accrual loans:

 

  

 

  

Multi-family residential

 

3,414

 

2,431

Commercial real estate

 

1,851

 

613

One-to-four family - mixed-use property (1)

 

790

 

1,309

One-to-four family - residential

 

4,655

 

7,725

Construction

Small business administration

 

937

 

937

Commercial Business and other (1)

 

15,356

 

1,918

Total

 

27,003

 

14,933

Total non-performing loans

 

29,003

 

14,933

Other non-performing assets:

 

  

 

  

Held-to-maturity securities

 

20,981

 

Total

 

20,981

 

Total non-performing assets

$

49,984

$

14,933

Non-performing assets to total assets

0.58

%  

0.19

%  

ACL - loans to non-accrual loans

142.29

%

248.66

%  

ACL - loans to non-performing assets

82.56

%

248.66

%  

(1) Not included in the above analysis are the following non-accrual TDRs that are performing according to their restructured terms: one-to-four family mixed-use property loans totaling $0.3 million at both September 30, 2022 and December 31, 2021, respectively, and commercial business loans totaling $5.9 million and less than $0.1 million at September 30, 2022 and December 31, 2021, respectively.  

CRITICIZED AND CLASSIFIED ASSETS

Our policy is to review our assets, focusing primarily on the loan portfolio, other real estate owned, and the investment portfolios, to ensure that 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 September 30, 2022 and December 31, 2021. Our total Criticized and Classified assets were $82.7 million at September 30, 2022, an increase of $4.1 million from $78.6 million at December 31, 2021. The Company had one investment security with an amortized cost of $21.0 million classified as substandard at September 30, 2022. This same security was reported as special mention at December 31, 2021.

Included within net loans as of September 30, 2022 and December 31, 2021 were $5.3 million and $8.7 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.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

ALLOWANCE FOR CREDIT LOSSES

The following table shows allowance for credit losses at the period indicated:

For the nine months ended September 30,

(In thousands)

2022

2021

Balance at beginning of period

$

37,135

$

45,153

Loans- Charge-off

(1,410)

(5,127)

Loans- Recovery

686

1,979

Loans- Provision

4,857

(5,642)

Allowance for Credit Losses - Loans

$

41,268

$

36,363

Balance at beginning of period

$

862

$

907

HTM Securities- Provision (Benefit)

234

(64)

Allowance for HTM Securities losses

$

1,096

$

843

Balance at beginning of period

$

1,209

$

1,815

Off-Balance Sheet- (Benefit) Provision

(396)

(504)

Allowance for Off-Balance Sheet losses

$

813

$

1,311

Allowance for Credit Losses

$

43,177

$

38,517

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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

The following table sets forth the activity in the Company’s ACL - loans for the periods indicated:

For the nine months ended September 30,

 

(Dollars in thousands)

    

2022

    

2021

Balance at beginning of year

$

37,135

$

45,153

Provision (Benefit) for credit losses

 

4,857

 

(5,642)

Loans charged-off:

 

  

 

  

Multi-family residential

 

 

(43)

Commercial real estate

 

 

(64)

One-to-four family mixed-use property

 

(2)

 

(32)

SBA

 

(1,054)

 

Taxi medallion

 

 

(2,758)

Commercial business and other loans

 

(354)

 

(2,230)

Total loans charged-off

 

(1,410)

 

(5,127)

Recoveries:

 

  

 

  

Multi-family residential

 

1

 

10

One-to-four family - mixed-use property

 

 

133

One-to-four family - residential

4

154

Small Business Administration

38

27

Taxi medallion

447

1,457

Commercial business and other

 

196

 

198

Total recoveries

 

686

 

1,979

Net charge-offs

 

(724)

 

(3,148)

Balance at end of year

$

41,268

$

36,363

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

 

0.01

%  

 

0.06

%

Ratio of ACL - loans to gross loans at end of period

 

0.59

%  

 

0.31

%  

Ratio of ACL - loans to non-performing loans at end of period

 

142.29

%  

 

179.86

%  

The increase in non-performing assets is due to two relationships. One of the loan relationships is collateralized by non-real estate collateral, including credit insurance. The non-performing investment security and attendant loan are collateralized by a commercial property located in Manhattan with a combined LTV of approximately 63%.

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Table of Contents

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 September 30, 2022, 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.

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Table of Contents

PART II – OTHER 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

Except as set forth below 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, 2021.

Changes in Interest Rates, Including Recent and Perhaps Future Increases Fueled by Inflation, May Significantly Impact Our Financial Condition and Results of Operations

Our primary source of income is net interest income, which is the difference between the interest income generated by our interest-earning assets (consisting primarily of multi-family residential loans, commercial business loans and commercial real estate mortgage loans) and the interest expense generated by our interest-bearing liabilities (consisting primarily of deposits). The level of net interest income is primarily a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities, and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by such external factors as the local economy, competition for loans and deposits, the monetary policy of the Federal Open Market Committee of the FRB (the “FOMC”), and market interest rates.

It is currently expected that during the remainder of 2022, and perhaps beyond, the FOMC will increase interest rates to reduce the rate of inflation to the extent necessary to reduce inflation to the rate that the FOMC believes is appropriate. In March 2022, the FOMC commenced increasing the target range for the federal funds rate by implementing a 25-basis point increase to a range of 0.25% to 0.50%. In May 2022, the FOMC implemented a 50-basis point increase to a range of 0.75% to 1.00%. In June 2022, the FOMC implemented a 75-basis point increase to a range of 1.50% to 1.75%. In July 2022, the FOMC implemented a 75-basis point increase to a rate of 2.25% to 2.50%. In September 2022, the FOMC implemented a 75-basis point increase to a rate of 3.00% to 3.25%. At its most recent meeting, in November 2022, the FOMC further added a 75-basis point increase to a range of 3.75% to 4.00%. All of these increases were expressly made in response to inflationary pressures, which are currently expected to continue. In its October 2022 “Beige Book”, the FRB noted that national economic activity had expanded at a modest pace on net since the previous report, while conditions varied across industries and districts. Rising mortgage rates and elevated housing prices further weakened single-family starts, while commercial real estate slowed in both construction and sales amid supply shortages and elevated construction and borrowing costs, and there were scattered reports of declining property prices. More locally, the New York district, the district in which the Company’s primary operations are located, stated economic activity continued to contract at a modest pace and that conditions in the broad finance sector deteriorated, and regional banks reported widening loan spreads and weakening loan demand.  

There can be no assurances as to any future FOMC conduct. If the FOMC further increases the targeted federal funds rates, overall interest rates likely will rise, which will positively impact our interest income but may further negatively impact the entire national economy, including the housing industry in the markets we serve, by reducing refinancing activity and new home purchases. In addition, deflationary pressures, while possibly lowering our operational costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of collateral securing loans, which could negatively affect our financial performance. A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans. Our interest rate risk is exacerbated in the short term by the fact that approximately 69% of our certificates of deposit accounts and borrowings will reprice or mature during the next year. While the higher payments we would receive on adjustable-rate loans in a rising interest rate environment may increase our interest income, nonetheless (notwithstanding our stress testing) some borrowers ultimately may be unable to afford

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Table of Contents

PART II – OTHER INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

the higher payment amounts, which could result in a higher rate of default. Rising interest rates also may reduce the demand for loans and the value of fixed-rate investment securities. These effects from interest rate changes or from other sustained economic stress or a recession, among other matters, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.

As a result of our historical focus on the origination of multi-family residential mortgage loans, commercial business loans and commercial real estate mortgage loans, most of our loans are adjustable rate, however, many adjust at periods of five to 10 years. In addition, a large percentage of our investment securities and mortgage-backed securities have fixed interest rates and are classified as available for sale. As is the case with many financial institutions, our emphasis on increasing the development of core deposits, those with no stated maturity date, has resulted in our interest-bearing liabilities having a shorter duration than our interest-earning assets. This imbalance can create significant earnings volatility because interest rates change over time. As interest rates increase, including as noted above, our cost of funds will increase more rapidly than the yields on a substantial portion of our interest-earning assets. In addition, the market value of our fixed-rate assets for example, our investment and mortgage-backed securities portfolios, would decline if interest rates increase. In line with the foregoing, we have experienced and may continue to experience an increase in the cost of interest-bearing liabilities primarily due to raising the rates we pay on some of our deposit products to stay competitive within our market and an increase in borrowing costs from increases in the federal funds rate.

Prevailing interest rates also affect the extent to which borrowers repay and refinance loans. In a declining interest rate environment, the number of loan prepayments and loan refinancing may increase, as well as prepayments of mortgage-backed securities. Call provisions associated with our investment in U.S. government agency and corporate securities may also adversely affect yield in a declining interest rate environment. Such prepayments and calls may adversely affect the yield of our loan portfolio and mortgage-backed and other securities as we reinvest the prepaid funds in a lower interest rate environment. However, we typically receive additional loan fees when existing loans are refinanced, which partially offset the reduced yield on our loan portfolio resulting from prepayments. In periods of low interest rates, our level of core deposits also may decline if depositors seek higher-yielding instruments or other investments not offered by us, which in turn may increase our cost of funds and decrease our net interest margin to the extent alternative funding sources are utilized. An increasing interest rate environment would tend to extend the average lives of lower yielding fixed rate mortgages and mortgage-backed securities, which could adversely affect net interest income. Also, in an increasing interest rate environment, mortgage loans and mortgage-backed securities may prepay at slower rates than experienced in the past, which could result in a reduction of prepayment penalty income. In addition, depositors tend to open longer term, higher costing certificate of deposit accounts which could adversely affect our net interest income if rates were to subsequently decline. Additionally, adjustable-rate mortgage loans and mortgage-backed securities generally contain interim and lifetime caps that limit the amount the interest rate can increase or decrease at repricing dates. Significant increases in prevailing interest rates may significantly affect demand for loans and the value of bank collateral. See “— Local Economic Conditions” disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2021.

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Table of Contents

PART II – OTHER INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

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

The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended September 30, 2022:

    

    

    

    

    

    

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

July 1 to July 31, 2022

$

1,100,498

August 1 to August 31, 2022

1,100,498

September 1 to September 30, 2022

131,174

20.47

131,174

969,324

Total

 

131,174

$

22.01

 

131,174

  

During the quarter ended September 30, 2022, the Company repurchased 131,174 shares of the Company’s common stock. On September 30, 2022, 969,324 shares remained to be repurchased under the currently authorized stock repurchase programs. 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.

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Table of Contents

PART II – OTHER 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

Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)

4.2

First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)

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.

4.4

First Supplemental Indenture, dated August 24, 2022, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (9)

10.1

Amended Flushing Financial Corporation 2014 Omnibus Plan (7)

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

Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(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 10-Q for the quarter ended June 30, 2021.
(8)Incorporated by reference to Exhibits filed with Form 8-K filed November 22, 2021.
(9)Incorporated by reference to Exhibits filed with Form 8-K filed August 24, 2022.

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Table of Contents

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

Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)

4.2

First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)

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.

4.4

First Supplemental Indenture, dated August 24, 2022, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (9)

10.1

Amended Flushing Financial Corporation 2014 Omnibus Plan (7)

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

Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(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 10-Q for the quarter ended June 30, 2021.
(8)Incorporated by reference to Exhibits filed with Form 8-K filed November 22, 2021.
(9)Incorporated by reference to Exhibits filed with Form 8-K filed August 24, 2022.

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Table of Contents

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:

November 8, 2022

By:

/s/John R. Buran

John R. Buran

President and Chief Executive Officer

Dated:

November 8, 2022

By:

/s/Susan K. Cullen

Susan K. Cullen

Senior Executive Vice President, Treasurer and

Chief Financial Officer

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