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FLUSHING FINANCIAL CORP - Quarter Report: 2023 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, 2023

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, 2023 was 28,904,625.

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

47

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

66

ITEM 4. Controls and Procedures

66

PART II  — OTHER INFORMATION

ITEM 1. Legal Proceedings

67

ITEM 1A. Risk Factors

67

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

(Unaudited)

Item 1.   Financial Statements

September 30, 

December 31, 

2023

2022

(Dollars in thousands, except per share data)

Assets

 

  

 

  

Cash and due from banks

$

200,926

$

151,754

Securities held-to-maturity, net of allowance of $1,082 and $1,100, respectively (assets pledged of $4,319 and $4,550, respectively; fair value of $57,665 and $62,550, respectively)

 

73,131

 

73,711

Securities available for sale, at fair value (assets pledged of $141,852 and $172,235, respectively; $12,782 and $13,023 at fair value pursuant to the fair value option, respectively)

 

843,663

 

735,357

Loans, net of fees and costs

 

6,896,074

 

6,934,769

Less: Allowance for credit losses

 

(39,228)

 

(40,442)

Net loans

 

6,856,846

 

6,894,327

Interest and dividends receivable

 

55,660

 

45,048

Bank premises and equipment, net

 

21,302

 

21,750

Federal Home Loan Bank of New York stock, at cost

 

43,821

 

45,842

Bank owned life insurance

 

214,321

 

213,131

Goodwill

 

17,636

 

17,636

Core deposit intangibles

1,651

2,017

Right of use asset

41,404

 

43,289

Other assets

 

206,922

 

179,084

Total assets

$

8,577,283

$

8,422,946

Liabilities

 

  

 

  

Due to depositors:

 

  

 

  

Non-interest bearing

$

874,420

$

921,238

Interest-bearing

 

5,735,077

 

5,515,945

Total Due to depositors

6,609,497

6,437,183

Mortgagors' escrow deposits

 

72,012

 

48,159

Borrowed funds:

 

  

 

  

Federal Home Loan Bank advances and other borrowings

 

765,219

 

815,501

Subordinated debentures

 

187,462

 

186,965

Junior subordinated debentures, at fair value

 

48,329

 

50,507

Total borrowed funds

 

1,001,010

 

1,052,973

Operating lease liability

43,067

46,125

Other liabilities

 

182,556

 

161,349

Total liabilities

 

7,908,142

 

7,745,789

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; 28,904,625 shares and 29,476,391 shares outstanding, respectively)

 

341

 

341

Additional paid-in capital

 

264,486

 

264,332

Treasury stock, at average cost (5,182,998 shares and 4,611,232 shares, respectively)

 

(105,433)

 

(98,535)

Retained earnings

 

550,678

 

547,507

Accumulated other comprehensive loss, net of taxes

 

(40,931)

 

(36,488)

Total stockholders' equity

 

669,141

 

677,157

Total liabilities and stockholders' equity

$

8,577,283

$

8,422,946

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, 

    

2023

    

2022

    

2023

    

2022

(In thousands, except per share data)

Interest and dividend income

Interest and fees on loans

$

91,466

$

75,546

$

259,732

$

212,254

Interest and dividends on securities:

 

  

 

  

 

  

 

  

Interest

 

10,383

5,676

 

26,795

14,350

Dividends

 

33

 

17

 

92

 

36

Other interest income

2,154

 

506

6,095

 

716

Total interest and dividend income

 

104,036

 

81,745

 

292,714

 

227,356

Interest expense

 

  

 

  

 

  

 

  

Deposits

 

50,066

 

11,965

 

135,371

 

20,059

Other interest expense

 

9,543

 

8,574

 

24,276

 

17,882

Total interest expense

 

59,609

 

20,539

 

159,647

 

37,941

Net interest income

 

44,427

 

61,206

 

133,067

 

189,415

Provision for credit losses

 

596

 

2,145

 

9,520

 

5,093

Net interest income after provision for credit losses

 

43,831

 

59,061

 

123,547

 

184,322

Non-interest income

 

  

 

  

 

  

 

  

Banking services fee income

 

2,636

 

1,351

 

5,827

 

3,891

Net gain on sale of loans

 

 

 

108

 

73

Net (loss) gain from fair value adjustments

 

(1,246)

 

5,626

 

1,667

 

6,350

Federal Home Loan Bank of New York stock dividends

 

624

 

538

 

1,855

 

1,342

Life insurance proceeds

 

23

 

 

584

 

1,536

Bank owned life insurance

 

1,157

 

1,132

 

3,400

 

3,361

Other income

 

282

 

348

 

2,065

 

1,108

Total non-interest income

 

3,476

 

8,995

 

15,506

 

17,661

Non-interest expense

 

 

Salaries and employee benefits

 

17,825

 

21,438

 

58,205

 

66,196

Occupancy and equipment

 

3,371

 

3,541

 

10,698

 

10,905

Professional services

 

3,042

 

2,570

 

8,182

 

7,077

FDIC deposit insurance

 

912

 

738

 

2,832

 

1,773

Data processing

 

1,422

 

1,367

 

4,330

 

4,174

Depreciation and amortization of bank premises and equipment

 

1,482

 

1,488

 

4,474

 

4,395

Other real estate owned / foreclosure expense

 

185

 

143

 

500

 

259

Other operating expenses

 

6,176

 

4,349

 

18,176

 

15,171

Total non-interest expense

 

34,415

 

35,634

 

107,397

 

109,950

Income before income taxes

 

12,892

 

32,422

 

31,656

 

92,033

Provision for income taxes

Federal

 

2,435

 

5,783

 

5,996

 

16,042

State and local

 

1,058

 

3,197

 

2,475

 

9,295

Total provision for income taxes

 

3,493

 

8,980

 

8,471

 

25,337

Net income

$

9,399

$

23,442

$

23,185

$

66,696

Basic earnings per common share

$

0.32

$

0.76

$

0.77

$

2.15

Diluted earnings per common share

$

0.32

$

0.76

$

0.77

$

2.15

Dividends per common share

$

0.22

$

0.22

$

0.66

$

0.66

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, 

    

2023

    

2022

    

2023

    

2022

    

(In thousands)

Net income

$

9,399

$

23,442

$

23,185

$

66,696

Other comprehensive income (loss), net of tax:

 

  

 

  

 

  

 

  

Amortization of actuarial gains, net of taxes of $31 and $2, respectively, and of $93 and ($1), respectively.

 

(69)

 

(4)

 

(207)

 

(19)

Amortization of prior service credits, net of taxes of $2 and $ - for the three and nine months ended September 30, 2022.

 

 

(5)

 

 

(21)

Change in net unrealized gains on securities, net of taxes of $2,423 and $10,266, respectively, and of $2,516 and $29,925, respectively.

 

(5,398)

 

(22,797)

 

(5,815)

 

(66,658)

Net unrealized gains on cashflow hedges, net of taxes of ($132) and ($3,668), respectively, and of ($624) and ($12,544), respectively.

 

294

 

8,190

 

1,473

 

27,856

Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of ($116) and $184, respectively, and of ($47) and $389, respectively.

 

261

 

(414)

 

106

 

(768)

Other comprehensive loss, net of tax:

 

(4,912)

 

(15,030)

 

(4,443)

 

(39,610)

Comprehensive net income

$

4,487

$

8,412

$

18,742

$

27,086

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, 

    

2023

    

2022

(In thousands)

Operating Activities

Net income

$

23,185

$

66,696

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

 

  

 

  

Provision for credit losses

 

9,520

 

5,093

Depreciation and amortization of premises and equipment

 

4,474

 

4,395

Net gain on sales of loans

 

(108)

 

(73)

Net amortization of premiums and discounts

 

2,159

 

309

Deferred income tax provision

 

2,798

 

3,914

Net gain from fair value adjustments

(1,667)

(6,350)

Net loss from fair value adjustments of qualifying hedges

 

112

 

161

Gain from life insurance proceeds

(584)

(1,536)

Income from bank owned life insurance

 

(3,400)

 

(3,361)

Stock-based compensation expense

 

5,556

 

6,230

Deferred compensation

 

(2,957)

 

(4,870)

Amortization of core deposit intangibles

366

415

(Increase) decrease in other assets

 

(16,619)

 

6,998

Decrease in other liabilities

 

(11,505)

 

(13,294)

Net cash provided by operating activities

11,330

64,727

Investing Activities

 

  

 

  

Purchases of premises and equipment

 

(4,026)

 

(3,433)

Purchases of Federal Home Loan Bank - NY shares

(114,436)

(124,309)

Redemptions of Federal Home Loan Bank - NY shares

 

116,457

 

97,757

Purchases of securities held-to-maturity

 

 

(16,475)

Proceeds from prepayments of securities held-to-maturity

 

593

 

190

Purchases of securities available for sale

 

(171,934)

 

(222,810)

Proceeds from maturities and prepayments of securities available for sale

 

46,762

 

80,503

Proceeds from bank owned life insurance

3,075

3,307

Change in cash collateral

 

25,800

 

44,015

Net repayments (originations) of loans

 

134,166

 

(173,311)

Purchases of loans

 

(120,720)

 

(207,546)

Proceeds from sale of loans

 

9,042

 

29,247

Net cash used in investing activities

(75,221)

(492,865)

-4-

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, 

2023

2022

(In thousands)

Financing Activities

Net (decrease) increase in noninterest-bearing deposits

$

(46,818)

$

24,757

Net increase (decrease) in interest-bearing deposits

 

218,624

 

(253,478)

Net increase in mortgagors' escrow deposits

 

23,853

 

18,631

Net (repayments) proceeds from short-term borrowed funds

 

(285,750)

 

750,000

Proceeds from long-term borrowing

 

274,469

 

63,710

Repayment of long-term borrowings

 

(39,001)

 

(50,000)

Purchase of treasury shares and repurchase of shares to satisfy tax obligations

 

(12,528)

 

(22,117)

Cash dividends paid

 

(19,786)

 

(20,395)

Net cash provided by financing activities

 

113,063

 

511,108

Net increase in cash and cash equivalents, and restricted cash

 

49,172

 

82,970

Cash, cash equivalents, and restricted cash, beginning of period

 

151,754

 

81,723

Cash, cash equivalents, and restricted cash, end of period

$

200,926

$

164,693

Supplemental Cash Flow Disclosure

 

  

 

  

Interest paid

$

154,896

$

32,459

Income taxes paid

 

6,272

 

24,559

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

 

6,274

 

25,142

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

Shares

Common

Paid-in

Treasury

Retained

Comprehensive 

(Dollars in thousands, except per share data)

Outstanding

  

Total

Stock

Capital

    

Stock

Earnings

Income (Loss)

Balance at December 31, 2022

29,476,391

$

677,157

$

341

$

264,332

$

(98,535)

$

547,507

$

(36,488)

Net income

 

5,158

 

 

 

5,158

 

Vesting of restricted stock unit awards

256,798

 

 

 

(5,264)

5,484

 

(220)

 

Purchase of treasury shares

(159,516)

 

(3,053)

 

 

(3,053)

 

 

Stock-based compensation expense

 

3,808

 

 

3,808

 

 

Repurchase of shares to satisfy tax obligation

(85,217)

 

(1,656)

 

 

(1,656)

 

 

Dividends on common stock ($0.22 per share)

 

(6,659)

 

 

 

(6,659)

 

Other comprehensive loss

(1,296)

(1,296)

Balance at March 31, 2023

29,488,456

$

673,459

$

341

$

262,876

$

(97,760)

$

545,786

$

(37,784)

Net income

 

8,628

 

 

 

8,628

 

Vesting of restricted stock unit awards

1,690

 

 

 

(30)

35

 

(5)

 

Purchase of treasury shares

(528,815)

 

(6,841)

 

 

(6,841)

 

 

Stock-based compensation expense

 

898

 

 

898

 

 

Repurchase of shares to satisfy tax obligation

(612)

 

(8)

 

 

(8)

 

 

Dividends on common stock ($0.22 per share)

 

(6,598)

 

 

 

(6,598)

 

Other comprehensive income

1,765

1,765

Balance at June 30, 2023

28,960,719

$

671,303

$

341

$

263,744

$

(104,574)

$

547,811

$

(36,019)

Net income

 

9,399

 

9,399

Vesting of restricted stock unit awards

5,430

 

 

(108)

111

(3)

Purchase of treasury shares

(59,352)

 

(942)

 

(942)

Stock-based compensation expense

 

850

 

850

Repurchase of shares to satisfy tax obligation

(2,172)

 

(28)

 

(28)

Dividends on common stock ($0.22 per share)

 

(6,529)

 

(6,529)

Other comprehensive loss

(4,912)

(4,912)

Balance at September 30, 2023

28,904,625

$

669,141

$

341

$

264,486

$

(105,433)

$

550,678

$

(40,931)

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity (Contd.)

(Unaudited)

    

    

    

Additional

    

    

Accumulated Other

Shares

Common

Paid-in

Treasury

Retained

Comprehensive

(Dollars in thousands, except per share data)

Outstanding

  

Total

Stock

Capital

    

Stock

Earnings

Loss

Balance at December 31, 2021

30,526,353

$

679,628

$

341

$

263,375

$

(75,293)

$

497,889

$

(6,684)

Net income

 

18,219

 

 

 

18,219

 

Award of common shares released from Employee Benefit Trust

 

287

 

 

287

 

 

Vesting of restricted stock unit awards

297,626

 

 

 

(6,019)

6,304

 

(285)

 

Purchase of treasury shares

(360,000)

 

(8,469)

 

 

(8,469)

 

 

Stock-based compensation expense

 

4,194

 

 

4,194

 

 

Repurchase of shares to satisfy tax obligation

(97,435)

(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

30,366,544

$

675,813

$

341

$

261,837

$

(79,834)

$

508,973

$

(15,504)

Net Income

25,035

25,035

Vesting of restricted stock unit awards

2,015

(38)

43

(5)

Purchase of treasury shares

(387,689)

(8,534)

(8,534)

Stock-based compensation expense

1,061

1,061

Repurchase of shares to satisfy tax obligation

(766)

(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

29,980,104

$

670,812

$

341

$

262,860

$

(88,342)

$

527,217

$

(31,264)

Net Income

23,442

23,442

Vesting of restricted stock unit awards

3,995

(80)

86

(6)

Stock-based compensation expense

975

975

Repurchase of shares to satisfy tax obligation

(1,672)

(36)

 

(36)

 

 

Purchase of treasury shares

(131,174)

(2,685)

(2,685)

Dividends on common stock ($0.22 per share)

(6,759)

(6,759)

Other comprehensive loss

(15,030)

(15,030)

Balance at September 30, 2022

29,851,253

$

670,719

$

341

$

263,755

(90,977)

$

543,894

$

(46,294)

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

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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 and FSB Properties Inc., which are collectively herein referred to as “we,” “us,” “our” and the “Company.”

The Holding Company also owns Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV (the “Trusts”), which are special purpose business trusts. The Trusts are not included in the Company’s consolidated financial statements, as the Company would not absorb the losses of the Trusts if any losses were to occur.

The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for such presented periods of the Company. Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Quarterly Report. All inter-company balances and transactions have been eliminated in consolidation. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year.

The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

When necessary, certain reclassifications were made to prior-year amounts to conform to the current-year presentation. Such reclassifications had no effect on the 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. Management performed a qualitative review of goodwill at September 30, 2023, concluding 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, 

    

2023

    

2022

    

2023

    

2022

    

(Dollars in thousands, except per share data)

Net income, as reported

$

9,399

$

23,442

$

23,185

$

66,696

Divided by:

 

  

 

  

 

  

 

  

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

 

29,703

 

30,695

 

30,017

 

30,960

Basic earnings per common share

$

0.32

$

0.76

$

0.77

$

2.15

Diluted earnings per common share

$

0.32

$

0.76

$

0.77

$

2.15

Dividend Payout ratio

 

68.8

%  

 

28.9

%

 

85.7

%  

 

30.7

%  

(1) For the three and nine months ended September 30, 2023, and 2022, there were no common stock equivalents that were anti-dilutive.

4.     Securities

The following table summarizes the Company’s portfolio of securities held-to-maturity on September 30, 2023:

Gross

Gross

Amortized

Unrecognized

Unrecognized

    

Cost

    

Fair Value

    

Gains

Losses

(In thousands)

Municipals

$

66,353

$

51,031

$

$

15,322

Total municipals

 

66,353

 

51,031

 

 

15,322

FNMA

 

7,860

 

6,634

 

 

1,226

Total mortgage-backed securities

 

7,860

 

6,634

 

 

1,226

Allowance for credit losses

(1,082)

Total

$

73,131

$

57,665

$

$

16,548

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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 on December 31, 2022:

Gross

Gross

Amortized

Unrecognized

Unrecognized

    

Cost

    

Fair Value

    

Gains

Losses

(In thousands)

Municipals

$

66,936

$

55,561

$

$

11,375

Total municipals

 

66,936

 

55,561

 

 

11,375

FNMA

 

7,875

 

6,989

 

 

886

Total mortgage-backed securities

 

7,875

 

6,989

 

 

886

Allowance for credit losses

(1,100)

Total

$

73,711

$

62,550

$

$

12,261

The following table summarizes the Company’s portfolio of securities available for sale on September 30, 2023:

Gross

Gross

Amortized

Unrealized

Unrealized

    

Cost

    

Fair Value

    

Gains

    

Losses

(In thousands)

U.S. government agencies

$

83,037

$

81,481

$

138

$

1,694

Corporate

173,139

152,345

20,794

Mutual funds

 

11,066

 

11,066

 

 

Collateralized loan obligations

 

260,727

 

259,441

 

411

 

1,697

Other

 

1,451

 

1,451

 

 

Total other securities

 

529,420

 

505,784

 

549

 

24,185

REMIC and CMO

 

164,303

 

131,476

 

 

32,827

GNMA

 

8,678

 

6,542

 

1

 

2,137

FNMA

 

157,897

 

128,781

 

 

29,116

FHLMC

 

90,942

 

71,080

 

 

19,862

Total mortgage-backed securities

 

421,820

 

337,879

 

1

 

83,942

Total Securities excluding portfolio layer adjustments

951,240

843,663

550

108,127

Unallocated portfolio layer basis adjustments (1)

(7,721)

n/a

(7,721)

Total securities available for sale

$

943,519

$

843,663

$

550

$

100,406

(1) Represents the amount of portfolio layer method basis adjustments related to available for sale (“AFS”) securities hedged in a closed portfolio. Under GAAP portfolio layer method basis adjustments are not allocated to individual securities, however, the amounts impact the unrealized gains or losses for the individual securities being hedged. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

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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 on December 31, 2022:

Gross

Gross

Amortized

Unrealized

Unrealized

    

Cost

    

Fair Value

    

Gains

    

Losses

(In thousands)

U.S. government agencies

$

83,720

$

81,103

$

2

$

2,619

Corporate

146,430

131,766

14,664

Mutual funds

 

11,211

 

11,211

 

 

Collateralized loan obligations

 

129,684

 

125,478

 

 

4,206

Other

 

1,516

 

1,516

 

 

Total other securities

 

372,561

 

351,074

 

2

 

21,489

REMIC and CMO

 

175,712

 

148,414

 

 

27,298

GNMA

 

9,193

 

7,317

 

3

 

1,879

FNMA

 

172,690

 

148,265

 

 

24,425

FHLMC

 

96,725

 

80,287

 

 

16,438

Total mortgage-backed securities

 

454,320

 

384,283

 

3

 

70,040

Total securities available for sale

$

826,881

$

735,357

$

5

$

91,529

The corporate securities held by the Company at September 30, 2023 and December 31, 2022, are issued by U.S. banking institutions. The CMOs held by the Company at September 30, 2023 and December 31, 2022, 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, 2023, 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

$

66,353

$

51,031

Total other securities

66,353

51,031

Mortgage-backed securities

7,860

6,634

74,213

57,665

Allowance for credit losses

(1,082)

-

Total securities held-to-maturity

 

$

73,131

 

$

57,665

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Amortized

Securities available for sale (1):

    

Cost

    

Fair Value

(In thousands)

Due in one year or less

 

$

59,934

 

$

58,951

Due after one year through five years

84,849

79,070

Due after five years through ten years

244,126

 

227,135

Due after ten years

129,445

129,562

Total other securities

 

518,354

 

494,718

Mutual funds

 

11,066

 

11,066

Mortgage-backed securities

 

421,820

 

337,879

Total securities available for sale

$

951,240

$

843,663

(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $7.7 million related to AFS securities hedged in a closed portfolio at September 30, 2023. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

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, 2023

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

$

51,031

$

15,322

$

$

$

51,031

$

15,322

Total other securities

 

3

 

51,031

 

15,322

 

 

 

51,031

 

15,322

FNMA

 

1

 

6,634

 

1,226

 

 

 

6,634

 

1,226

Total mortgage-backed securities

 

1

 

6,634

 

1,226

 

 

 

6,634

 

1,226

Total

 

4

$

57,665

$

16,548

$

$

$

57,665

$

16,548

Available for sale securities (1)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. Government Agencies & Treasury

 

8

$

74,192

$

1,694

$

5,316

$

26

$

68,876

$

1,668

Corporate

 

26

 

152,345

 

20,794

 

29,023

 

2,679

 

123,322

 

18,115

CLO

 

20

 

148,517

 

1,697

 

28,056

 

71

 

120,461

 

1,626

Total other securities

 

54

 

375,054

 

24,185

 

62,395

 

2,776

 

312,659

 

21,409

REMIC and CMO

 

46

 

131,210

 

32,827

 

 

 

131,210

 

32,827

GNMA

 

12

 

6,458

 

2,137

 

113

 

2

 

6,345

 

2,135

FNMA

 

47

 

128,781

 

29,116

 

2,085

 

101

 

126,696

 

29,015

FHLMC

 

18

 

71,080

 

19,862

 

 

 

71,080

 

19,862

Total mortgage-backed securities

 

123

 

337,529

 

83,942

 

2,198

 

103

 

335,331

 

83,839

Total

 

177

$

712,583

$

108,127

$

64,593

$

2,879

$

647,990

$

105,248

(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $7.7 million related to AFS securities hedged in a closed portfolio at September 30, 2023. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

At December 31, 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

$

55,561

$

11,375

$

55,561

$

11,375

$

$

Total other securities

 

3

 

55,561

 

11,375

 

55,561

 

11,375

 

 

FNMA

 

1

 

6,989

 

886

 

6,989

 

886

 

 

Total mortgage-backed securities

 

1

 

6,989

 

886

 

6,989

 

886

 

 

Total

 

4

$

62,550

$

12,261

$

62,550

$

12,261

$

$

Available for sale securities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

U.S. government agencies

 

7

$

77,856

$

2,619

$

77,059

$

2,517

$

797

$

102

Corporate

 

20

 

131,766

 

14,664

 

45,447

 

3,553

 

86,319

 

11,111

CLO

 

19

 

125,478

 

4,206

 

95,518

 

2,916

 

29,960

 

1,290

Total other securities

 

46

 

335,100

 

21,489

 

218,024

 

8,986

 

117,076

 

12,503

REMIC and CMO

 

47

 

148,120

 

27,298

 

40,911

 

3,457

 

107,209

 

23,841

GNMA

 

8

 

7,133

 

1,879

 

64

 

 

7,069

 

1,879

FNMA

 

47

 

148,229

 

24,425

 

38,296

 

3,871

 

109,933

 

20,554

FHLMC

 

18

 

80,287

 

16,438

 

24,838

 

2,397

 

55,449

 

14,041

Total mortgage-backed securities

 

120

 

383,769

 

70,040

 

104,109

 

9,725

 

279,660

 

60,315

Total

 

166

$

718,869

$

91,529

$

322,133

$

18,711

$

396,736

$

72,818

The Company reviewed each available for sale security that had an unrealized loss at September 30, 2023, and December 31, 2022. 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 the U.S. government, and that issuers of the 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, 2023, and December 31, 2022 as part of its quarterly Current Expected Credit Loss (“CECL”) process, resulting in an allowance for credit losses of $1.1 million at each of September 30, 2023 and December 31, 2022.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

It is the Company’s policy to exclude accrued interest receivable from the calculation of the allowance for credit losses on held-to-maturity and the valuation of available for sale securities. Accrued interest receivable on held-to-maturity securities totaled $0.1 million each at September 30, 2023 and December 31, 2022 and accrued interest receivable on available for sale debt securities totaled $6.7 million and $3.7 million at September 30, 2023 and December 31, 2022, respectively.

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

For the three months ended

For the nine months ended

September 30, 

September 30, 

2023

2022

2023

2022

(In thousands)

Beginning balance

$

1,079

$

1,085

$

1,100

$

862

Provision (benefit)

 

3

 

11

(18)

 

234

Allowance for credit losses

$

1,082

$

1,096

$

1,082

$

1,096

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, 2023 and 2022.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

5.     Loans

The following represents the composition of loans as of the dates indicated:

September 30, 

December 31, 

2023

    

2022

(In thousands)

Multi-family residential

$

2,614,219

$

2,601,384

Commercial real estate

 

1,953,243

 

1,913,040

One-to-four family ― mixed-use property

 

537,744

 

554,314

One-to-four family ― residential

 

222,874

 

241,246

Construction

 

59,903

 

70,951

Small Business Administration

 

21,896

 

23,275

Commercial business and other

 

1,487,775

 

1,521,548

Net unamortized premiums and unearned loan fees

 

9,059

 

9,011

Total loans, net of fees and costs excluding portfolio layer basis adjustments

6,906,713

6,934,769

Unallocated portfolio layer basis adjustments (1)

(10,639)

Total loans, net of fees and costs

$

6,896,074

$

6,934,769

(1) This amount represents portfolio layer method basis adjustments related to loans hedged in a closed portfolio. Under GAAP portfolio layer method basis adjustments are not allocated to individual loans, however, the amounts impact the net loan balance. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

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 an accrual basis. Accrued interest receivable totaled $42.1 million and $36.8 million at September 30, 2023, and December 31, 2022, 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,

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

economic conditions, trends in delinquencies, value and adequacy of underlying collateral, volume and portfolio mix, and internal loan processes.

The Company recorded a provision for credit losses on loans totaling $0.6 million and $2.1 million for the three months ended September 30, 2023 and 2022, respectively. The provision recorded during the three months ended September 30, 2023, was driven by increasing reserves for the elevated risk presented by the current rate environment to adjustable-rate loan’s debt coverage ratios, partially offset by a fully reserved loan paid off during the quarter. The Company recorded a provision for credit losses on loans totaling $9.5 million and $4.9 million for the nine months ended September 30, 2023 and 2022, respectively. The provision recorded during the nine months ended September 30, 2023, was driven by fully reserving for two non-accrual business loans that were subsequently charged-off, and increasing reserves for the elevated risk presented by the current rate environment to adjustable-rate loan’s debt coverage ratios. During the nine months ended September 30, 2023, the reasonable and supportable forecast period and reversion period were two and four quarters, respectively unchanged, from December 31, 2022. The ACL - loans totaled $39.2 million on September 30, 2023 compared to $40.4 million on December 31, 2022. On September 30, 2023, the ACL - loans represented 0.57% of gross loans and 225.4% of non-performing loans. On December 31, 2022, the ACL - loans represented 0.58% of gross loans and 124.9% of non-performing loans.

The Company may modify 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. When modifying a loan, an assessment of whether a borrower is experiencing financial difficulty is made on the date of modification. This modification may include reducing the loan interest rate, extending the loan term, any other-than-insignificant payment delay, principal forgiveness or any combination of these types of modifications. When such modifications are performed, a change to the allowance for credit losses is generally not required as the methodologies used to estimate the allowance already capture the effect of borrowers experiencing financial difficulty. On September 30, 2023, there were no commitments to lend additional funds to borrowers who have received a loan modification as a result of financial difficulty.

On January 1, 2023, the Company adopted ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” without material impact on the business operations or consolidated financial statements. See Note 14 (“New Authoritative Accounting Pronouncements”) of the Notes to the Consolidated Financial Statements.

The following tables show loan modifications made to borrowers experiencing financial difficulty during the periods indicated:

For the three months ended, September 30, 2023

(Dollars in thousands)

Term Extension

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Number

Amortized Cost Basis

% of Total Class of Financing Receivable

    

Financial Effect

Commercial business and other

3

$

1,638

0.1

%

Extended Maturity to June 2025 (20 months).

Total

3

$

1,638

 

  

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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, 2023

(Dollars in thousands)

Term Extension

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Number

Amortized Cost Basis

% of Total Class of Financing Receivable

    

Financial Effect

Commercial business and other

3

$

1,638

0.1

%

Extended Maturity to June 2025 (20 months).

Total

3

$

1,638

 

  

(Dollars in thousands)

Other-than-insignificant Payment Delay

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Number

Amortized Cost Basis

% of Total Class of Financing Receivable

    

Financial Effect

Small Business Administration

1

$

1,494

6.8

%

Provided twelve month payment deferral to be collected at maturity.

Total

1

$

1,494

 

  

The following table shows the payment status of borrowers experiencing financial difficulty and for which a modification has occurred at September 30, 2023:

Payment Status of Borrowers Experiencing Financial Difficulty (Amortized Cost Basis)

(In thousands)

Current

    

30-89 Days Past Due

90+ Days Past Due

    

Total Modified

Small Business Administration

$

$

1,494

$

$

1,494

Commercial business and other

1,638

1,638

Total

$

1,638

$

1,494

$

$

3,132

The following table shows loans modified as Troubled Debt Restructured (“TDR”) during the periods 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

 

  

-17-

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

(Dollars in thousands)

    

Number

    

Balance

    

Modification description

Small Business Administration

1

$

271

Loan 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

 

  

-18-

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:

December 31, 2022

Number

Amortized

(Dollars in thousands)

    

of contracts

    

Cost

Multi-family residential

 

6

$

1,673

Commercial real estate

1

7,572

One-to-four family - mixed-use property

 

4

 

1,222

One-to-four family - residential

 

1

 

253

Small Business Administration

1

242

Commercial business and other

 

3

 

855

Total performing

 

16

$

11,817

The following table shows our recorded investment for loans classified as TDR at amortized cost that are not performing according to their restructured terms at the periods indicated.

December 31, 2022

Number

Amortized

(Dollars in thousands)

    

of contracts

    

Cost

Commercial business and other

 

2

$

3,263

Total troubled debt restructurings that subsequently defaulted

 

2

$

3,263

-19-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following tables show 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 periods shown below:

At or for the nine months September 30, 2023

(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

$

3,547

$

3,600

$

3,600

$

2

$

Commercial real estate

254

One-to-four family - mixed-use property

1,045

1,090

1,090

2

One-to-four family - residential

3,953

3,643

3,643

Small Business Administration

950

1,265

1,265

Commercial business and other

20,193

7,680

3,746

16

Total

$

29,942

$

17,278

$

13,344

$

20

$

At or for the year ended December 31, 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

$

3,547

$

3,547

$

$

Commercial real estate

640

254

254

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

1,582

1,045

1,045

One-to-four family - residential

7,483

3,953

3,953

Small Business Administration

952

950

950

Construction

2,600

Commercial business and other (1)

1,945

20,193

3,291

171

Total

$

15,254

$

29,942

$

13,040

$

171

$

2,600

(1) Included in the above analysis are non-accrual performing TDR one-to-four family – mixed-use property totaling $0.2 million and Commercial business and other totaling less than $0.1 million.

-20-

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 for the periods indicated.

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

    

(In thousands)

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

$

425

$

618

$

1,405

$

1,578

Less: Interest income included in the results of operations

 

2

 

181

 

20

 

618

Total foregone interest

$

423

$

437

$

1,385

$

960

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

At September 30, 2023

(In thousands)

    

30 - 59 Days Past Due

    

60 - 89 Days Past Due

    

Greater than 90 Days

    

Total Past Due

    

Current

    

Total Loans (1)

Multi-family residential

$

1,131

$

599

$

3,600

$

5,330

$

2,612,299

$

2,617,629

Commercial real estate

 

3,994

 

 

 

3,994

 

1,950,468

 

1,954,462

One-to-four family - mixed-use property

 

1,537

 

195

 

1,090

 

2,822

 

537,697

 

540,519

One-to-four family - residential

 

3,367

 

26

 

3,643

 

7,036

 

217,091

 

224,127

Construction

 

 

 

 

 

59,775

 

59,775

Small Business Administration

 

 

1,494

 

1,265

 

2,759

 

19,077

 

21,836

Commercial business and other

 

89

 

2,237

 

7,654

 

9,980

 

1,478,385

 

1,488,365

Total

$

10,118

$

4,551

$

17,252

$

31,921

$

6,874,792

$

6,906,713

(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $10.6 million related to loans hedged in a closed pool at September 30, 2023. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

At December 31, 2022

(In thousands)

    

30 - 59 Days Past Due

    

60 - 89 Days Past Due

    

Greater than 90 Days

    

Total Past Due

    

Current

    

Total Loans

Multi-family residential

$

1,475

$

1,787

$

3,547

$

6,809

$

2,598,363

$

2,605,172

Commercial real estate

 

2,561

 

 

254

 

2,815

 

1,912,083

 

1,914,898

One-to-four family - mixed-use property

 

3,721

 

 

797

 

4,518

 

552,777

 

557,295

One-to-four family - residential

 

2,734

 

 

3,953

 

6,687

 

235,793

 

242,480

Construction

 

 

 

2,600

 

2,600

 

68,224

 

70,824

Small Business Administration

 

329

 

 

950

 

1,279

 

21,914

 

23,193

Commercial business and other

 

7,636

 

16

 

10,324

 

17,976

 

1,502,931

 

1,520,907

Total

$

18,456

$

1,803

$

22,425

$

42,684

$

6,892,085

$

6,934,769

-21-

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 following three-month periods:

September 30, 2023

    

    

    

One-to-four

    

One-to-four

    

    

    

Commercial

    

Multi-family

Commercial

family - mixed-

family -

Construction

Small Business

business and

(In thousands)

residential

real estate

use property

residential

loans

Administration

other

Total

Beginning balance

$

9,718

$

8,206

$

1,615

$

654

$

132

$

2,162

$

16,106

$

38,593

Charge-offs

 

 

 

 

 

 

 

(21)

 

(21)

Recoveries

 

 

 

 

6

 

 

48

 

9

 

63

Provision (benefit)

 

917

 

562

 

10

 

57

 

32

 

(194)

 

(791)

 

593

Ending balance

$

10,635

$

8,768

$

1,625

$

717

$

164

$

2,016

$

15,303

$

39,228

September 30, 2022

    

    

    

One-to-four

    

One-to-four

    

    

    

Commercial

    

Multi-family

Commercial

family - mixed-

family -

Construction

Small Business

business and

(In thousands)

residential

real estate

use property

residential

loans

Administration

other

Total

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

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

September 30, 2023

    

     

     

One-to-four

    

One-to-four

    

    

    

Commercial

    

Multi-family

Commercial

family - mixed-

family -

Construction

Small Business

business and

(In thousands)

residential

real estate

use property

residential

loans

Administration

other

Total

Beginning balance

$

9,552

$

8,184

$

1,875

$

901

$

261

$

2,198

$

17,471

$

40,442

Charge-offs

 

 

(8)

 

 

(12)

 

 

(7)

 

(11,023)

 

(11,050)

Recoveries

 

1

 

 

 

50

 

 

219

 

28

 

298

Provision (benefit)

 

1,082

 

592

 

(250)

 

(222)

 

(97)

 

(394)

 

8,827

 

9,538

Ending balance

$

10,635

$

8,768

$

1,625

$

717

$

164

$

2,016

$

15,303

$

39,228

September 30, 2022

    

    

    

One-to-four

    

One-to-four

    

    

    

    

Commercial

    

Multi-family

Commercial

family - mixed-

family -

Construction

Small Business

Taxi

business and

(In thousands)

residential

real estate

use property

residential

loans

Administration

medallion

other

Total

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

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.

The amortized cost of substandard loans was $47.1 million at September 30, 2023, an increase of $21.4 million from $25.7 million at December 31, 2022. The increase was primarily due to a business relationship that was downgraded to substandard due to declining macroeconomic factors. The loans were individually evaluated for impairment, and it was determined no reserve was deemed necessary at September 30, 2023.

-22-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the various risk categories of mortgage and non-mortgage loans by loan portfolio segments and by class of loans by year of origination at September 30, 2023:

For the year ended

Revolving Loans

Revolving Loans

Amortized Cost

converted to

(In thousands)

2023

2022

2021

2020

2019

Prior

Basis

term loans

Total

Multi-family Residential

Pass

$

171,298

$

468,879

$

279,408

$

217,501

$

306,987

$

1,127,156

$

4,075

$

$

2,575,304

Watch

881

1,944

32,691

35,516

Special Mention

1,461

1,461

Substandard

5,348

5,348

Total Multi-family Residential

$

171,298

$

469,760

$

279,408

$

219,445

$

306,987

$

1,166,656

$

4,075

$

$

2,617,629

Commercial Real Estate

Pass

$

134,977

$

326,545

$

177,860

$

148,835

$

218,458

$

913,106

$

$

$

1,919,781

Watch

1,443

9,570

23,668

34,681

Total Commercial Real Estate

$

134,977

$

326,545

$

179,303

$

148,835

$

228,028

$

936,774

$

$

$

1,954,462

Gross charge-offs

$

$

$

$

$

$

8

$

$

$

8

1-4 Family Mixed-Use Property

Pass

$

18,557

$

43,937

$

41,987

$

31,274

$

61,270

$

335,314

$

$

$

532,339

Watch

724

5,564

6,288

Special Mention

636

636

Substandard

1,256

1,256

Total 1-4 Family Mixed-Use Property

$

18,557

$

43,937

$

41,987

$

31,274

$

61,994

$

342,770

$

$

$

540,519

1-4 Family Residential

Pass

$

5,108

$

23,319

$

8,506

$

16,857

$

38,153

$

104,508

$

7,475

$

10,252

$

214,178

Watch

510

274

740

1,527

1,321

4,372

Special Mention

204

197

401

Substandard

4,733

443

5,176

Total 1-4 Family Residential

$

5,108

$

23,829

$

8,780

$

16,857

$

38,893

$

110,972

$

7,475

$

12,213

$

224,127

Gross charge-offs

$

$

$

$

$

$

12

$

$

$

12

Construction

Pass

$

5,520

$

3

$

5,793

$

$

$

48,459

$

$

59,775

Total Construction

$

5,520

$

3

$

5,793

$

$

$

$

48,459

$

$

59,775

Small Business Administration

Pass

$

806

$

3,301

$

3,166

$

3,613

$

702

$

4,006

$

$

$

15,594

Watch

48

2,876

2,924

Special Mention

1,494

349

1,843

Substandard

318

1,157

1,475

Total Small Business Administration

$

806

$

3,301

$

4,978

$

3,613

$

750

$

8,388

$

$

$

21,836

Gross charge-offs

$

$

$

$

$

$

7

$

$

$

7

Commercial Business

Pass

$

64,537

$

124,017

$

77,139

$

33,986

$

32,087

$

62,001

$

285,765

$

$

679,532

Watch

266

6,437

4,015

2,433

14,664

20,105

2,747

50,667

Special Mention

3,925

27

2,000

5,952

Substandard

14,935

2,454

28

12,937

3,475

33,829

Doubtful

3,929

3,929

Total Commercial Business

$

79,738

$

132,908

$

85,079

$

36,419

$

46,806

$

95,043

$

297,916

$

$

773,909

Gross charge-offs

$

$

$

1,675

$

$

14

$

11

$

9,267

$

$

10,967

Commercial Business - Secured by RE

Pass

$

35,585

$

178,373

$

131,700

$

106,902

$

40,114

$

143,676

$

$

$

636,350

Watch

9,776

597

53,025

63,398

Special Mention

14,403

14,403

Total Commercial Business - Secured by RE

$

45,361

$

178,373

$

131,700

$

106,902

$

55,114

$

196,701

$

$

$

714,151

Other

Pass

$

$

$

$

$

$

180

$

125

$

$

305

Total Other

$

$

$

$

$

$

180

$

125

$

$

305

Gross charge-offs

$

$

$

$

$

$

56

$

$

$

56

Total by Loan Type

Total Pass

$

436,388

$

1,168,374

$

725,559

$

558,968

$

697,771

$

2,689,947

$

345,899

$

10,252

$

6,633,158

Total Watch

10,042

7,828

5,732

4,377

26,343

139,456

2,747

1,321

197,846

Total Special Mention

5,419

14,430

2,650

2,000

197

24,696

Total Substandard

14,935

2,454

318

28

25,431

3,475

443

47,084

Total Doubtful

3,929

3,929

Total Loans (1)

$

461,365

$

1,178,656

$

737,028

$

563,345

$

738,572

$

2,857,484

$

358,050

$

12,213

$

6,906,713

Total Gross charge-offs

$

$

$

1,675

$

$

14

$

94

$

9,267

$

$

11,050

(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $10.6 million related to loans hedged in a closed pool at September 30, 2023. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.

-23-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Included within net loans were $4.7 million and $5.2 million at September 30, 2023 and December 31, 2022, 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, 2023

December 31, 2022

(In thousands)

Real Estate

Business Assets

Real Estate

Business Assets

Multi-family residential

$

3,600

$

$

3,547

$

Commercial real estate

254

One-to-four family - mixed-use property

1,090

1,045

One-to-four family - residential

3,643

3,953

Small Business Administration

1,265

950

Commercial business and other

7,680

2,853

17,340

Total

$

8,333

$

8,945

$

11,652

$

18,290

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 $443.2 million and $438.5 million on September 30, 2023, and December 31, 2022, 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, 2023, and 2022.

For the three months ended

For the nine months ended

September 30, 

September 30, 

    

2023

    

2022

2023

    

2022

(In thousands)

Balance at beginning of period

$

813

$

1,444

$

970

$

1,209

Provision (benefit) (1)

120

(631)

(37)

(396)

Allowance for Off-Balance Sheet - Credit losses (2)

$

933

$

813

$

933

$

813

(1) Included in “Other operating expenses” on the Consolidated Statements of Income.

(2) 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, 2023 and December 31, 2022, 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, 2023

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

Net charge-offs

    

Net gain

Performing loans

 

  

 

  

 

  

 

  

Commercial

 

2

$

2,000

$

$

Total

 

2

$

2,000

$

$

For the three months ended September 30, 2022

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

Net charge-offs

    

Net gain

Performing loans

 

  

 

  

 

  

 

  

Multi-family residential

1

$

10,682

$

$

Total

 

1

$

10,682

$

$

For the nine months ended September 30, 2023

(Dollars in thousands)

    

Loans sold

    

Proceeds

    

Net charge-offs

    

Net gain

Performing loans

 

  

 

  

 

  

 

  

Commercial

 

2

$

2,000

$

$

Total

 

2

$

2,000

$

$

Delinquent and non-performing loans

 

Multi-family residential

7

$

3,622

$

$

69

Commercial

 

3

1,867

(8)

One-to-four family - mixed-use property

 

3

 

1,553

 

 

39

Total

 

13

$

7,042

$

(8)

$

108

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

-25-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

7.     Leases

The Company has 31 operating leases for branches (including headquarters) and office spaces, 9 operating leases for vehicles, and one operating lease for equipment. Our leases have remaining lease terms ranging from one month to approximately 13 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of the 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 four agreements in 2023 and two agreements in 2022 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 are as follows:

(Dollars in thousands)

September 30, 2023

December 31, 2022

Operating lease ROU asset

$

41,404

$

43,289

Operating lease liability

$

43,067

$

46,125

Weighted-average remaining lease term-operating leases

 

6.3 years

6.6 years

Weighted average discount rate-operating leases

 

3.2

%  

2.9

%  

-26-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

For the three months ended

(In thousands)

Line Item Presented

September 30, 2023

September 30, 2022

Lease Cost

 

  

 

  

Operating lease cost

Occupancy and equipment

$

2,142

$

2,100

Operating lease cost

Other operating expenses

23

23

Short-term lease cost

Professional services, Occupancy and equipment and Other operating expenses

 

39

 

36

Variable lease cost

Occupancy and equipment

 

262

 

275

Total lease cost

$

2,466

$

2,434

Other information

 

  

Cash paid for amounts included in the measurement of lease liabilities:

 

  

Operating cash flows from operating leases

$

3,387

$

2,342

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

$

1,757

$

For the nine months ended

(In thousands)

Line Item Presented

September 30, 2023

September 30, 2022

Lease Cost

 

  

 

  

Operating lease cost

Occupancy and equipment

$

6,584

$

6,299

Operating lease cost

Other operating expenses

69

71

Short-term lease cost

Professional Services, Occupancy and equipment and Other operating expenses

 

177

 

132

Variable lease cost

Occupancy and equipment

 

785

 

713

Total lease cost

$

7,615

$

7,215

Other information

 

  

 

  

Cash paid for amounts included in the measurement of lease liabilities:

  

 

  

Operating cash flows from operating leases

$

8,042

$

7,111

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

$

3,801

$

47

-27-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company’s minimum annual rental payments for Bank facilities due under non-cancelable leases are as follows as of September 30, 2023:

Minimum Rental

(In thousands)

Years ended December 31:

2023

$

1,794

2024

9,863

2025

9,244

2026

8,363

2027

4,286

Thereafter

14,143

Total minimum payments required

47,693

Less: implied interest

4,626

Total lease obligations

$

43,067

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, 2023, PRSUs granted in 2023 and 2022 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. As of September 30, 2023, 746,765 shares were available for future issuance under the 2014 Omnibus Plan.

For the three months ended September 30, 2023 and 2022, the Company’s net income, as reported, included $1.0 million and $0.7 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $0.3 million and $0.2 million of income tax benefit respectively, related to the stock-based compensation plans. For the nine months ended September 30, 2023 and 2022, the Company’s net income, as reported, included $4.6 million and $5.6 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $1.2 million and $1.5 million of income tax benefit, respectively, related to the stock-based compensation plans.

During the three months ended September 30, 2023 and 2022, the Company did not grant any RSU or PRSUs. During the nine months ended September 30, 2023 and 2022, the Company granted 235,850 and 212,811 of RSU awards and 79,050 and 63,250 of 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 and performance restricted stock units. Compensation cost is recognized over the vesting period of the award using the straight-line method. Forfeitures are recorded in the period they occur.

-28-

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 RSU and PRSU awards under the 2014 Omnibus Plan for the nine months ended September 30, 2023:

 

RSU Awards

    

PRSU Awards

 

Weighted-Average

 

Weighted-Average

 

Grant-Date

 

Grant-Date

    

Shares

    

Fair Value

    

Shares

    

Fair Value

Non-vested awards at December 31, 2022

 

275,588

$

22.30

 

68,800

$

20.90

Granted

 

235,850

 

19.84

 

79,050

 

19.99

Vested

 

(222,757)

 

21.19

 

(59,870)

 

20.03

Forfeited

 

(2,840)

 

22.14

 

 

Non-vested awards at September 30, 2023

 

285,841

$

21.14

 

87,980

$

20.67

Vested but unissued at September 30, 2023

 

253,468

$

20.78

 

148,505

$

20.80

As of September 30, 2023, there was $5.0 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 2.7 years. The total fair value of awards vested for the three months ended September 30, 2023 and 2022, was $0.3 million, and $1,000, respectively. The total fair value of awards vested for the nine months ended September 30, 2023 and 2022 was $5.5 million and $7.1 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.

The following table summarizes the Phantom Stock Plan at or for the nine months ended September 30, 2023:

Phantom Stock Plan

    

Shares

    

Fair Value

Weighted-Average Fair Value

Outstanding at December 31, 2022

 

158,410

$

19.38

Granted

 

21,346

$

17.43

Distributions

 

(1,132)

$

17.27

Outstanding at September 30, 2023

 

178,624

$

13.13

Vested at September 30, 2023

 

178,624

$

13.13

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of $0.2 million and ($0.3) million for the three months ended September 30, 2023 and 2022, respectively. The total fair value of the distributions from the Phantom Stock Plan was $3,000 and $6,000 for the three months ended September 30, 2023 and 2022, respectively.

The Company recorded stock-based compensation benefit for the Phantom Stock Plan of $1.0 million and $0.7 million for the nine months ended September 30, 2023 and 2022, respectively. The total fair value of the distributions from the Phantom Stock Plan was $20,000 and $23,000 for the nine months ended September 30, 2023, and 2022, respectively.

-29-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

9.     Pension and Other Postretirement Benefit Plans

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

 

Three months ended

 

Nine months ended

 

September 30, 

 

September 30, 

(In thousands)

    

2023

    

2022

    

2023

    

2022

Employee Pension Plan:

 

  

 

  

 

  

 

  

Interest cost

$

203

$

138

$

609

$

414

Amortization of unrecognized loss

 

 

1

 

 

3

Expected return on plan assets

 

(278)

 

(257)

 

(832)

 

(772)

Net employee pension benefit (1)

$

(75)

$

(118)

$

(223)

$

(355)

Outside Director Pension Plan:

 

  

 

  

 

  

 

  

Service cost

$

2

$

3

$

6

$

9

Interest cost

 

15

 

11

 

44

 

34

Amortization of unrecognized gain

 

(40)

 

(7)

 

(120)

 

(21)

Net outside director pension (benefit) expense (2)

$

(23)

$

7

$

(70)

$

22

Other Postretirement Benefit Plans:

 

  

 

  

 

  

 

  

Service cost

$

40

$

67

$

120

$

201

Interest cost

 

95

 

70

 

286

 

209

Amortization of unrecognized gain

(60)

(180)

Amortization of past service credit

 

 

(7)

 

 

(21)

Net other postretirement expense (1)

$

75

$

130

$

226

$

389

(1) Reported in the Consolidated Statements of Income as part of salaries and employee benefits.

(2) Reported in the Consolidated Statements of Income as part of other operating expenses.

The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2022 that it expects to contribute $0.2 million to the Outside Director Pension Plan (the “Outside Director Pension Plan”) and $0.3 million to the other postretirement benefit plans (the “Other Postretirement Benefit Plans”), during the year ending December 31, 2023. The Company does not expect to make a contribution to the Employee Pension Plan. As of September 30, 2023, the Company had contributed $56,000 to the Outside Director Pension Plan and $81,000 to the Other Postretirement Benefit Plans. As of September 30, 2023, the Company has not revised its expected contributions for the year ending December 31, 2023.

-30-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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, 2023, the Company carried financial assets and financial liabilities under the fair value option with fair values of $12.8 million and $48.3 million, respectively. At December 31, 2022, the Company carried financial assets and financial liabilities under the fair value option with fair values of $13.0 million and $50.5 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, 2023 and 2022.

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 (loss) gain from fair value adjustments, at or for the periods ended as indicated:

Changes in Fair Values For Items Measured at Fair Value

Fair Value

Fair Value

Pursuant to Election of the Fair Value Option

 

Measurements at

 

Measurements at

For the three months ended September 30,

For the nine months ended September 30,

Description

    

September 30, 2023

    

December 31, 2022

    

2023

    

2022

    

2023

    

2022

(In thousands)

 

  

 

  

  

 

  

 

  

 

  

Mortgage-backed securities

$

266

$

295

$

1

$

(6)

$

3

$

(18)

Other securities

 

12,516

 

12,728

 

(338)

 

(661)

 

(422)

 

(1,681)

Borrowed funds

 

48,329

 

50,507

 

(909)

 

6,293

 

2,086

 

8,049

Net (loss) gain from fair value adjustments

$

(1,246)

$

5,626

$

1,667

$

6,350

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, 2023 and December 31, 2022. The fair value of borrowed funds includes accrued interest payable of $0.4 million at both September 30, 2023 and December 31, 2022.

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 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.

-31-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, Level 3 included trust preferred securities owned, and junior subordinated debentures issued by the Company.

The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies, assumptions, and models to determine fair value of certain financial instruments could produce different estimates of fair value at the reporting date.

The following table sets forth the 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, 2023 and December 31, 2022:

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

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

Assets:

 

(In thousands)

Securities available for sale:

Mortgage-backed securities

$

$

$

337,879

$

384,283

$

$

$

337,879

$

384,283

Other securities

 

11,066

 

11,211

 

493,267

 

338,347

 

1,451

 

1,516

 

505,784

 

351,074

Interest rate swaps

 

 

 

104,576

 

74,586

 

 

 

104,576

 

74,586

Total assets

$

11,066

$

11,211

$

935,722

$

797,216

$

1,451

$

1,516

$

948,239

$

809,943

Liabilities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Borrowings

$

$

$

$

$

48,329

$

50,507

$

48,329

$

50,507

Interest rate swaps

 

 

 

22,016

 

18,407

 

 

 

22,016

 

18,407

Total liabilities

$

$

$

22,016

$

18,407

$

48,329

$

50,507

$

70,345

$

68,914

-32-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following tables set 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, 2023

September 30, 2022

Trust preferred

Junior subordinated

Trust preferred

Junior subordinated

    

securities

    

debentures

    

securities

    

debentures

 

(In thousands)

Beginning balance

$

1,434

$

47,777

$

1,662

$

55,352

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

 

16

 

 

(171)

 

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

 

 

909

 

 

(6,293)

Increase (decrease) in accrued interest

 

1

 

20

 

3

 

95

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

 

 

(377)

 

 

598

Ending balance

$

1,451

$

48,329

$

1,494

$

49,752

Changes in unrealized gains held at period end

$

$

2,338

$

$

2,177

(1) Presented in the Consolidated Statements of Income under net (loss) gain from fair value adjustments.

    

For the nine months ended

September 30, 2023

September 30, 2022

Trust preferred

Junior subordinated

Trust preferred

Junior subordinated

    

securities

    

debentures

    

securities

    

debentures

 

(In thousands)

Beginning balance

$

1,516

$

50,507

$

1,695

$

56,472

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

 

(67)

 

 

(206)

 

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

 

 

(2,086)

 

 

(8,049)

Increase (decrease) in accrued interest

 

2

 

60

 

5

 

172

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

 

 

(152)

 

 

1,157

Ending balance

$

1,451

$

48,329

$

1,494

$

49,752

Changes in unrealized gains held at period end

$

$

2,338

$

$

2,177

(1) Presented in the Consolidated Statements of Income under net (loss) gain 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, 2023

Valuation

Input

Weighted

    

Fair Value

Technique

Unobservable

Range

Average

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Trust preferred securities

$

1,451

 

Discounted cash flows

 

Spread over 3-month SOFR

 

n/a

 

4.4

%

Liabilities:

 

  

 

  

 

  

 

  

 

  

Junior subordinated debentures

$

48,329

 

Discounted cash flows

 

Spread over 3-month SOFR

 

n/a

 

4.4

%

-33-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

December 31, 2022

Valuation

Input

Weighted

    

Fair Value

Technique

Unobservable

Range

Average

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Trust preferred securities

$

1,516

 

Discounted cash flows

 

Spread over 3-month Libor

 

n/a

 

3.6

%

Liabilities:

 

  

 

  

 

  

 

  

 

  

Junior subordinated debentures

$

50,507

 

Discounted cash flows

 

Spread over 3-month Libor

 

n/a

 

3.6

%

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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022:

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

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

    

2023

    

2022

 

(In thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Certain delinquent loans

$

$

$

$

$

1,045

$

18,330

$

1,045

$

18,330

Total assets

$

$

$

$

$

1,045

$

18,330

$

1,045

$

18,330

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, 2023

 

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Weighted Average

 

(Dollars in thousands)

 

Assets:

 

  

 

  

 

  

 

  

 

  

Certain delinquent loans

$

1,045

 

Discounted Cashflow

 

Discount Rate

 

4.3% to 9.8

%  

9.4

%

Probability of Default

35.0% to 42.0

%  

41.6

%

-34-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

    

At December 31, 2022

 

    

Fair Value

    

Valuation Technique

    

Unobservable Input

    

Range

    

Weighted Average

 

(Dollars in thousands)

 

Assets:

 

  

 

  

 

  

 

  

 

  

 

Certain delinquent loans

 

$

18,189

Sales approach

Adjustment to sales comparison value

-20.0% to 0.0

%  

-1.3

%

 

Reduction for planned expedited disposal

10.0% to 15.0

%  

13.6

%

 

Certain delinquent loans

 

$

141

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, 2023 and December 31, 2022.

The methods and assumptions used to estimate fair value at September 30, 2023 and December 31, 2022 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.

Certain Delinquent Loans:

For certain delinquent 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.

-35-

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, 2023

Carrying

Fair

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

 

(In thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Cash and due from banks

$

200,926

$

200,926

$

200,926

$

$

Securities held-to-maturity

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

7,860

 

6,634

 

 

6,634

 

Other securities

 

65,271

 

51,031

 

 

 

51,031

Securities available for sale

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

337,879

 

337,879

 

 

337,879

 

Other securities

 

505,784

 

505,784

 

11,066

 

493,267

 

1,451

Loans

 

6,896,074

 

6,511,963

 

 

 

6,511,963

FHLB-NY stock

 

43,821

 

43,821

 

 

43,821

 

Accrued interest receivable

 

55,660

 

55,660

 

 

6,723

 

48,937

Interest rate swaps

 

104,576

 

104,576

 

 

104,576

 

Liabilities:

 

  

 

  

 

  

 

  

 

  

Deposits

$

6,681,509

$

6,630,112

$

4,360,140

$

2,269,972

$

Borrowed Funds

 

1,001,010

 

950,476

 

 

902,147

 

48,329

Accrued interest payable

 

10,001

 

10,001

 

 

10,001

 

Interest rate swaps

 

22,016

 

22,016

 

 

22,016

 

    

December 31, 2022

Carrying

Fair

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

(In thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

Cash and due from banks

$

151,754

$

151,754

$

151,754

$

$

Securities held-to-maturity

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

7,875

 

6,989

 

 

6,989

 

Other securities

 

65,836

 

55,561

 

 

 

55,561

Securities available for sale

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities

 

384,283

 

384,283

 

 

384,283

 

Other securities

 

351,074

 

351,074

 

11,211

 

338,347

 

1,516

Loans

 

6,934,769

 

6,651,795

 

 

 

6,651,795

FHLB-NY stock

 

45,842

 

45,842

 

 

45,842

 

Accrued interest receivable

 

45,048

 

45,048

 

 

3,819

 

41,229

Interest rate swaps

 

74,856

 

74,856

 

 

74,856

 

Liabilities:

 

  

 

  

 

  

 

  

 

  

Deposits

$

6,485,342

$

6,453,978

$

4,959,004

$

1,494,974

$

Borrowed Funds

 

1,052,973

 

1,027,370

 

 

976,863

 

50,507

Accrued interest payable

 

10,034

 

10,034

 

 

10,034

 

Interest rate swaps

 

18,407

 

18,407

 

 

18,407

 

-36-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

11.     Derivative Financial Instruments

At September 30, 2023 and December 31, 2022, 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 and securities with $946.8 million and $273.6 million of swaps outstanding at September 30, 2023 and December 31, 2022, respectively; 2) to facilitate risk management strategies for our loan customers with $480.0 million of swaps outstanding, which include $240.0 million each with customers and bank counterparties at September 30, 2023 and $221.2 million of swaps outstanding, which include $110.6 million each with customers and bank counterparties at December 31, 2022; and 3) to mitigate exposure to rising interest rates on certain short-term advances, brokered deposits and municipal deposits with $826.8 million of swaps outstanding at September 30, 2023, and $871.5 million of swaps outstanding at December 31, 2022.

The Company adopted ASU No. 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method” in the first quarter of 2023. During the nine months ended September 30, 2023, the Company entered into portfolio layer hedges on a closed portfolio of AFS securities with a notional amount of $200.0 million and a closed portfolio of loans with a notional amount of $500.0 million. See Note 14 (“New Authoritative Accounting Pronouncements”) of the Notes to the Consolidated Financial Statements.

For non-portfolio layer method fair value hedges, the hedge basis (the amount of the change in fair value) is added to (or subtracted from) the carrying amount of the hedged item. For portfolio layer method hedges, the hedge basis does not adjust the carrying value of the hedged item and is instead maintained on a closed portfolio basis. These basis adjustments would be allocated to the amortized cost of specific loans or AFS securities within the pools if either of the hedges were de-designated. The Company did not have any portfolio layer hedges prior to the first quarter of 2023.

At September 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, derivatives with a combined notional amount of $480.9 million and $221.2 million, respectively, were not designated as hedges. At September 30, 2023 and December 31, 2022, derivatives with a combined notional amount of $946.8 million and $273.6 million, respectively, were designated as fair value hedges. At September 30, 2023 and December 31, 2022, derivatives with a combined notional amount of $825.8 million and $871.5 million, respectively, were designated as cash flow hedges.

For cash flow hedges, the changes in the fair value of the derivatives 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 effected earnings. During the three months ended September 30, 2023 and 2022, $7.1 million in reduced expense and $1.0 million in additional expense, respectively, was reclassified from accumulated other comprehensive loss to interest expense. During the nine months ended September 30, 2023 and 2022, $18.2 million in reduced expense and $6.1 million in additional expense 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 $25.0 million in reduced expense.

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

-37-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

    

Assets

    

Liabilities

Notional

Notional

    

Amount

    

Fair Value (1)

    

Amount

    

Fair Value (1)

September 30, 2023

(In thousands)

Cash flow hedges:

Interest rate swaps (borrowings and deposits)

$

825,750

$

37,211

$

-

$

-

Fair value hedges:

Interest rate swaps (loans and securities)

946,825

45,346

-

-

Non hedge:

Interest rate swaps (loans and deposits)

 

240,974

22,019

239,974

22,016

Total

$

2,013,549

$

104,576

$

239,974

$

22,016

December 31, 2022

Cash flow hedges:

Interest rate swaps (borrowings and deposits)

$

700,750

$

31,716

$

170,750

$

210

Fair value hedges:

Interest rate swaps (loans)

273,607

24,673

-

-

Non hedge:

Interest rate swaps (loans)

 

110,598

18,197

110,598

18,197

Total

$

1,084,955

$

74,586

$

281,348

$

18,407

(1) Derivatives in a positive position are recorded as “Other assets” and derivatives in a negative position are recorded as “Other liabilities” in the Consolidated Statements of Financial Condition.

The following table 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, 2023

December 31, 2022

September 30, 2023

December 31, 2022

Loans

Multi-family residential

$

77,216

$

82,613

$

(13,979)

$

(10,480)

Commercial real estate

143,327

167,353

(14,358)

(15,442)

Total

$

220,543

$

249,966

$

(28,337)

$

(25,922)

Portfolio Layer

Loans held for Investment (1)

$

2,615,651

$

$

(10,639)

$

Securities available for sale (2)

273,313

(7,721)

Total

$

2,888,964

$

$

(18,360)

$

(1) Carrying amount represents the amortized cost. At September 30, 2023, the amortized cost of the portfolio layer method closed portfolio was $2.6 billion, of which $500 million was designated as hedged. The cumulative amount of basis adjustments was $10.6 million.

(2) Carrying amount represents the fair value. At September 30, 2023, the fair value of the portfolio layer method closed portfolio was $273 million, of which $200 million was designated as hedged. The cumulative amount of  basis adjustments was $7.7 million.

-38-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

Affected Line Item in the Statements

September 30, 

September 30, 

(In thousands)

    

Where Net Income is Presented

    

2023

    

2022

    

2023

    

2022

Financial Derivatives:

  

 

  

 

  

 

  

Interest rate swaps - fair value hedge (loans)

Interest and fees on loans

$

5,335

$

253

$

9,901

$

(2,068)

Interest rate swaps - fair value hedge (securities)

Interest and dividends on securities

942

1,787

Interest rate swaps - non hedge (municipal deposits)

Deposits

1

 

4

 

Interest rate swaps - cash flow hedge (short-term advances)

Other interest expense

994

 

64

4,336

 

(3,890)

Interest rate swaps - cash flow hedge (brokered deposits)

Deposits

6,060

793

13,886

842

Total net income (expense) from the effects of derivative instruments

$

13,332

$

1,110

$

29,914

$

(5,116)

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

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:

Gross Amount

Net Amount

Gross Amounts

Offset in Statement of

Presented in Statement of

Financial

Cash

(In thousands)

    

Recognized

    

Financial Condition

    

Financial Condition

    

Instruments

    

Collateral

    

Net Amount

September 30, 2023

Assets:

Interest rate swaps

$

104,576

$

$

104,576

$

$

(110,755)

$

(6,179)

Liabilities:

Interest rate swaps

22,016

22,016

22,016

December 31, 2022

Assets:

Interest rate swaps

$

74,586

$

$

74,586

$

$

(72,185)

$

2,401

Liabilities:

Interest rate swaps

18,407

18,407

18,407

-39-

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, 2023

 

Unrealized Gains (Losses)

Unrealized Gains (Losses)

Fair Value

 

 

on Available for Sale

 

on Cash flow

 

Defined Benefit

 

Option Elected

    

Securities

    

Hedges

    

Pension Items

    

on Liabilities

    

Total

 

(In thousands)

Beginning balance, net of tax

$

(63,523)

$

26,559

$

(413)

$

1,358

$

(36,019)

Other comprehensive income before reclassifications, net of tax

 

(6,928)

 

5,162

 

 

261

 

(1,505)

Amounts reclassified from accumulated other comprehensive income, net of tax

 

1,530

 

(4,868)

 

(69)

 

 

(3,407)

Net current period other comprehensive income, net of tax

 

(5,398)

 

294

 

(69)

 

261

 

(4,912)

Ending balance, net of tax

$

(68,921)

$

26,853

$

(482)

$

1,619

$

(40,931)

 

For the three months ended September 30, 2022

 

Unrealized Gains (Losses)

Unrealized Gains (Losses)

 

Fair Value

 

on Available for Sale

 

on 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 (loss), 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)

-40-

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, 2023

 

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

$

(63,106)

$

25,380

$

(275)

$

1,513

$

(36,488)

Other comprehensive income before reclassifications, net of tax

 

(11,144)

 

14,050

 

 

106

 

3,012

Amounts reclassified from accumulated other comprehensive income, net of tax

 

5,329

 

(12,577)

 

(207)

 

 

(7,455)

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

 

(5,815)

 

1,473

 

(207)

 

106

 

(4,443)

Ending balance, net of tax

$

(68,921)

$

26,853

$

(482)

$

1,619

$

(40,931)

 

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)

-41-

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, 2023

 

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)

Fair Value hedges:

Interest rate swaps benefit (expense)

$

(2,217)

Interest and dividend income

 

687

Provision for income taxes

$

(1,530)

Cash flow hedges:

 

  

  

Interest rate swaps benefit (expense)

$

7,053

Interest expense

 

(2,185)

Provision for income taxes

$

4,868

Amortization of defined benefit pension items:

 

  

Actuarial losses benefit (expense)

$

100

(1)

Other operating expenses

 

(31)

Provision for income taxes

$

69

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 benefit (expense)

$

(1,030)

Interest expense

 

320

Provision for income taxes

$

(710)

Amortization of defined benefit pension items:

 

  

Actuarial losses benefit (expense)

$

6

(1)

Other operating expenses

Prior service credits benefit (expense)

 

7

(1)

Other operating expenses

 

13

Total before tax

 

(4)

Provision for income taxes

$

9

-42-

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, 2023

Amounts Reclassified from

Details about Accumulated Other

Accumulated Other

Affected Line Item in the Statement

Comprehensive Income Components

     

Comprehensive Income

     

Where Net Income is Presented

(In thousands)

Fair Value hedges:

Interest rate swaps benefit (expense)

$

(7,721)

Interest and dividend income

 

2,392

Provision for income taxes

$

(5,329)

Cash flow hedges:

 

  

  

Interest rate swaps benefit (expense)

$

18,222

 

Interest expense

 

(5,645)

 

Provision for income taxes

$

12,577

 

Amortization of defined benefit pension items:

 

  

  

Actuarial losses benefit (expense)

$

300

(1)

Other operating expense

 

(93)

 

Provision for income taxes

$

207

 

For the nine months ended September 30, 2022

Amounts Reclassified from

Details about Accumulated Other

Accumulated Other

Affected Line Item in the Statement

Comprehensive Income Components

     

Comprehensive Income

     

Where Net Income is Presented

(In thousands)

Cash flow hedges:

 

  

 

  

Interest rate swaps benefit (expense)

$

(6,117)

 

Interest expense

 

1,918

 

Provision for income taxes

$

(4,199)

 

Amortization of defined benefit pension items:

 

  

  

Actuarial losses benefit (expense)

$

18

(1)

Other operating expense

Prior service credits benefit (expense)

 

21

(1)

Other operating expense

 

39

Total before tax

 

1

Provision for income taxes

$

40

 

(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)

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, 2023, 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 6.06% and 6.37% at September 30, 2023 and December 31, 2022, respectively.

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

    

September 30, 2023

    

December 31, 2022

 

Percent of

Percent of

 

    

Amount

    

Assets

    

Amount

    

Assets

 

 

(Dollars in thousands)

Tier I (leverage) capital:

 

  

 

  

 

  

 

  

Capital level

$

918,167

 

10.61

%  

$

915,628

 

10.56

%

Requirement to be well-capitalized

 

432,771

 

5.00

 

433,667

 

5.00

Excess

 

485,396

 

5.61

 

481,961

 

5.56

Common Equity Tier I risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

918,167

 

13.49

%  

$

915,628

 

13.79

%

Requirement to be well-capitalized

 

442,255

 

6.50

 

431,734

 

6.50

Excess

 

475,912

 

6.99

 

483,894

 

7.29

Tier I risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

918,167

 

13.49

%  

$

915,628

 

13.79

%

Requirement to be well-capitalized

 

544,314

 

8.00

 

531,365

 

8.00

Excess

 

373,853

 

5.49

 

384,263

 

5.79

Total risk-based capital:

 

  

 

  

 

  

 

  

Capital level

$

956,955

 

14.06

%  

$

954,457

 

14.37

%

Requirement to be well-capitalized

 

680,393

 

10.00

 

664,206

 

10.00

Excess

 

276,562

 

4.06

 

290,251

 

4.37

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Holding Company is subject to the same regulatory capital requirements as the Bank. As of September 30, 2023, 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, 2023 and December 31, 2022 was 4.87% and 5.25%, respectively.

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

    

September 30, 2023

    

December 31, 2022

 

Percent of

Percent of

 

    

Amount

    

Assets

    

Amount

    

Assets

 

(Dollars in thousands)

 

Tier I (leverage) capital:

 

  

 

  

 

  

 

  

Capital level

$

739,364

 

8.54

%  

$

746,880

 

8.61

%

Requirement to be well-capitalized

 

432,714

 

5.00

 

433,607

 

5.00

Excess

 

306,650

 

3.54

 

313,273

 

3.61

Common Equity Tier I risk-based capital:

 

 

  

 

 

  

Capital level

$

692,914

 

10.19

%  

$

698,258

 

10.52

%

Requirement to be well-capitalized

 

442,155

 

6.50

 

431,635

 

6.50

Excess

 

250,759

 

3.69

 

266,623

 

4.02

Tier I risk-based capital:

 

 

  

 

 

  

Capital level

$

739,364

 

10.87

%  

$

746,880

 

11.25

%

Requirement to be well-capitalized

 

544,191

 

8.00

 

531,243

 

8.00

Excess

 

195,173

 

2.87

 

215,637

 

3.25

Total risk-based capital:

 

 

  

 

 

  

Capital level

$

968,152

 

14.23

%  

$

975,709

 

14.69

%

Requirement to be well-capitalized

 

680,239

 

10.00

 

664,054

 

10.00

Excess

 

287,913

 

4.23

 

311,655

 

4.69

14.     New Authoritative Accounting Pronouncements

Accounting Standards Adopted in 2023:

In March 2022, FASB issued 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. The ASU was adopted on January 1, 2023 prospectively, without material impact on our business operations or to our consolidated financial statements.

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”, which expanded the current last-of-layer method to allow multiple hedged layers of a single closed portfolio and allow hedge accounting to be achieved using different types of derivatives and layering techniques, including the use of amortizing swaps with clarification that such a trade would be viewed as being a single layer. Under this expanded scope, both prepayable and nonrepayable financial assets may be included in a single closed portfolio hedge. This update also provides clarifications to breach requirements and disclosures. As a result of these changes, the last-of-

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PART I – FINANCIAL INFORMATION

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Notes to Consolidated Financial Statements

(Unaudited)

layer method has been renamed the portfolio layer method. No cumulative-effect adjustment to the opening balance of retained earnings was required upon adoption of these amendments. The Company did not have any portfolio layer or last of layer hedges prior to the first quarter of 2023. The amendments related to disclosures were applied on a prospective basis. The ASU was adopted in the first quarter of 2023 – see Notes 4 (“Securities”), 5 (“Loans”) and 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements for more information regarding the impact to our consolidated financial statements.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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, 2022. 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, and FSB Properties Inc.

Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2022. 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, 2023, 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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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, 2023 we reported net income of $9.4 million, or $0.32 per diluted common share, an increase of $0.8 million, or 8.9% from net income of $8.6 million, or $0.29 per diluted common share earned in the three months ended June 30, 2023. The increase in net income was primarily driven by an increase in net interest income of $1.0 million and decreases in non-interest expense and provision for credit losses of $0.9 million and $0.8 million, respectively These improvements were partially offset by lower non-interest income of $1.6 million.  

During the three months ended September 30, 2023, the net interest margin increased four basis points to 2.22% from 2.18% for the three months ended June 30, 2023. Excluding net gains (losses) from qualifying hedges and purchase accounting adjustments, the net interest margin decreased three basis points to 2.14% for the three months ended September 30, 2023, from 2.17% for the three months ended June 30, 2023.

Our loan portfolio is greater than 88% collateralized by real estate with an average loan to value of less than 36%. We have a long history and foundation built upon disciplined underwriting, strong credit quality, and a resilient seasoned loan portfolio with solid asset protection. At September 30, 2023, our allowance for credit losses (“ACL”) - loans stood at 57 basis points of gross loans and 225.4% of non-performing loans. Non-performing assets at the end of the quarter were 45 basis points of total assets.

Goodwill is presumed to have an indefinite life and is tested for impairment, rather than amortized, on at least an annual basis. Quoted market prices in active markets are the best evidence of fair value and are to be used as the basis for measurement, when available. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment of goodwill. At September 30, 2023, the market capitalization of our reporting unit did not exceed its carrying value, however the fair value of our reporting unit is not driven solely by the market price of our stock. For goodwill impairment testing, management has concluded that the Company has one reporting unit. We performed our impairment tests of goodwill at June 30, 2023 using a quantitative assessment and concluded that the fair value of the reporting unit exceeded its carrying value. At September 30, 2023 we reviewed goodwill again through a qualitative assessment concluding no impairment was indicated. We monitor goodwill for potential impairment triggers on a quarterly basis. Given the inherent uncertainties resulting from global macroeconomic conditions, actual results may differ from management’s current estimates and could have an adverse impact on one or more of the assumptions used in our quantitative model prepared for the reporting unit, which could result in impairment charges in subsequent periods.

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

The following table presents quarterly operating data highlights for the periods indicated:

    

For the three months ended September 30, 

    

2023

    

2022

(In thousands except per share data)

Quarterly operating data:

 

  

 

  

Interest income

$

104,036

$

81,745

Interest expense

 

59,609

 

20,539

Net interest income

 

44,427

 

61,206

Provision for credit losses

 

596

 

2,145

Noninterest income

 

3,476

 

8,995

Noninterest expense

 

34,415

 

35,634

Income before income tax expense

 

12,892

 

32,422

Income tax expense

 

3,493

 

8,980

Net income

$

9,399

$

23,442

Basic earnings per common share

$

0.32

$

0.76

Dividends per common share

0.32

0.76

Average diluted shares

29,703

30,695

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

General. Net income for the three months ended September 30, 2023 was $9.4 million, a decrease of $14.0 million, or 59.9%, from $23.4 million for the three months ended September 30, 2022. Diluted earnings per common share were $0.32 for the three months ended September 30, 2023, a decrease of $0.44 or 57.9%, from $0.76 for the three months ended September 30, 2022. The decrease in net income was primarily due to a decline in the net interest margin which decreased 85 basis points to 2.22% for the three months ended September 30, 2023 from 3.07% for the comparable prior year period. The decline in the net interest margin was driven by the impact Federal Reserve rate increases had on our liability sensitive balance sheet as our interest-bearing liabilities repriced quicker than our interest-earning assets. To mitigate the sensitivity and ease net interest margin compression, the Company opportunistically sought out derivative swaps to align with our strategic business plan, and to move to a more interest rate neutral position.

Return on average equity was 5.57% for the three months ended September 30, 2023 compared to 13.91% for the three months ended September 30, 2022. Return on average assets was 0.44% for the three months ended September 30, 2023 compared to 1.11% for the three months ended September 30, 2022.

Interest Income. Interest and dividend income increased $22.3 million, or 27.3%, to $104.0 million for the three months ended September 30, 2023 from $81.7 million for the three months ended September 30, 2022. The increase in interest income was primarily attributable to the 110 basis point increase in the yield on interest-earning assets to 5.20% for the three months ended September 30, 2023 compared to 4.10% for the three month ended September 30, 2022. In addition, the average balance of total interest-earning assets increased $38.4 million from 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 interest-earning assets increased 108 basis points to 5.07% for the three months ended September 30, 2023 from 3.99% for the three months ended September 30, 2022.

Interest Expense. Interest expense increased $39.1 million, or 190.2%, to $59.6 million for the three months ended September 30, 2023 from $20.5 million for the three months ended September 30, 2022. The growth in interest expense was primarily due to an increase of 227 basis points in the average cost of interest-bearing liabilities to 3.52% for the three

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Management’s Discussions and Analysis of

Financial Condition and Results of Operations

months ended September 30, 2023 from 1.25% for the three months ended September 30, 2022 and the increase of $218.8 million in the average balance of interest-bearing liabilities to $6,771.9 million for the three months ended September 30, 2023 from $6,553.1 million for the comparable prior year period. Rising rates have driven the increase in our cost of funds as the Federal Reserve increased rates 225 basis points between September 30, 2022 and September 30, 2023.

Net Interest Income. Net interest income for the three months ended September 30, 2023 was $44.4 million, a decrease of $16.8 million, or 27.4%, from $61.2 million for the three months ended September 30, 2022. The decrease in net interest income was driven by the net interest margin decreasing 85 basis points to 2.22% for the three months ended September 30, 2023 from 3.07% for the three months ended September 30, 2022. In addition, net interest income was negatively impacted by a decline in net interest-earning assets totaling $180.4 million to $1,245.6 million for the quarter ended September 30, 2023. The decrease in net interest-earning assets was primarily due to limited demand for lending coupled with the average balance of non-interest-bearing deposits declining $198.6 million to $851.7 million for the three months ended September 30, 2023 compared to $1,050.3 million for the three months ended September 30, 2022. Included in net interest income for the three months ended September 30, 2023 and 2022, was prepayment penalty income totaling $0.7 million and $1.3 million, respectively, net reversals and recovered interest from non-accrual loans totaling $0.2 million and $0.1 million, respectively, net gains from fair value adjustments on qualifying hedges totaling $1.3 million and less than $0.1 million, respectively, and purchase accounting income adjustments of $0.3 million and $0.8 million, respectively. Excluding all of these items, the net interest margin for the three months ended September 30, 2023 was 2.09%, a decrease of 87 basis points, from 2.96% for the three months ended September 30, 2022.

Provision for Credit Losses. During the three months ended September 30, 2023, the provision for credit losses was $0.6 million compared to $2.1 million for the three months ended September 30, 2022. The provision recorded during the three months ended September 30, 2023, was driven by increasing reserves for the elevated risk presented by the current rate environment to adjustable-rate loan’s debt coverage ratios, partially offset by a fully reserved loan paid off during the quarter. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 50.0% at September 30, 2023. The Bank continues to maintain conservative underwriting standards.

Non-Interest Income. Non-interest income for the three months ended September 30, 2023 was $3.5 million, a decrease of $5.5 million, or 61.4% from $9.0 million in the prior year comparable period. The decrease was primarily due to net losses from fair value adjustments totaling $1.2 million in the current period compared to a net gain of $5.6 million recorded during the prior year period.

Non-Interest Expense. Non-interest expense for the three months ended September 30, 2023 was $34.4 million, a decrease of $1.2 million, or 3.4%, from $35.6 million for the three months ended September 30, 2022. The decrease was primarily due to lower salary related expense accruals, and a $3.1 million net benefit for Employee Retention Tax Credit refunds partially offset by higher other operating expenses.

Income before Income Taxes. Income before income taxes for the three months ended September 30, 2023 was $12.9 million, a decrease of $19.5 million, or 60.2%, from $32.4 million for the three months ended September 30, 2022 for the reasons discussed above.

Provision for Income Taxes. The provision for income taxes was $3.5 million for the three months ended September 30, 2023, a decrease of $5.5 million, or 61.1%, from $9.0 million for the three months ended September 30, 2022. The decrease was primarily due to the decline in income before income taxes. The effective tax rate for the three months ended September 30, 2023 was 27.1% compared to 27.7% for the three months ended September 30, 2022.

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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 presents operating data highlights for the periods indicated:

    

For the nine months ended September 30, 

    

2023

    

2022

(In thousands except per share data)

Operating data:

 

  

 

  

Interest income

$

292,714

$

227,356

Interest expense

 

159,647

 

37,941

Net interest income

 

133,067

 

189,415

Provision for credit losses

 

9,520

 

5,093

Noninterest income

 

15,506

 

17,661

Noninterest expense

 

107,397

 

109,950

Income before income tax expense

 

31,656

 

92,033

Income tax expense

 

8,471

 

25,337

Net income

$

23,185

$

66,696

Basic earnings per common share

$

0.77

$

2.15

Dividends per common share

0.77

2.15

Average diluted shares

30,017

30,960

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

General. Net income for the nine months ended September 30, 2023 was $23.2 million, a decrease of $43.5 million, or 65.2%, from $66.7 million for the nine months ended September 30, 2022. Diluted earnings per common share were $0.77 for the nine months ended September 30, 2023, a decrease of $1.38 or 64.2%, from $2.15 for the nine months ended September 30, 2022. The decrease in net income was primarily due to a decline in the net interest margin which decreased 104 basis points to 2.22% for the nine months ended September 30, 2023 from 3.26% for the comparable prior year period. The decline in the net interest margin was driven by the impact Federal Reserve rate increases had on our liability sensitive balance sheet as our interest-bearing liabilities repriced quicker than our interest-earning assets. To mitigate the sensitivity and ease net interest margin compression, the Company opportunistically sought out derivative swaps to align with our strategic plans.

Return on average equity was 4.56% for the nine months ended September 30, 2023 compared to 13.24% for the nine months ended September 30, 2022. Return on average assets was 0.36% for the nine months ended September 30, 2023 compared to 1.08% for the nine months ended September 30, 2022.

Interest Income. Interest and dividend income increased $65.4 million, or 28.7%, to $292.7 million for the nine months ended September 30, 2023 from $227.4 million for the nine months ended September 30, 2022. The increase in interest income was primarily attributable to the 97 basis point increase in the yield on interest-earning assets to 4.88% for the nine months ended September 30, 2023 compared to 3.91% for the comparable prior year period. In addition, the average balance of interest-earnings assets increased $235.3 million from 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 interest-earning assets, increased 103 basis points to 4.81% for the nine months ended September 30, 2023 from 3.78% for the nine months ended September 30, 2022.

Interest Expense. Interest expense increased $121.7 million, or 320.8%, to $159.6 million for the nine months ended September 30, 2023 from $37.9 million for the nine months ended September 30, 2022. The growth in interest expense was primarily due to an increase of 237 basis points in the average cost of interest-bearing liabilities to 3.16% for the nine months ended September 30, 2023 from 0.79% for the nine months ended September 30, 2022 and an increase of $372.8

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Management’s Discussions and Analysis of

Financial Condition and Results of Operations

million in the average balance of interest-bearing liabilities to $6,744.3 million for the nine months ended September 30, 2023 from $6,371.5 million for the comparable prior year period. Rising rates have driven the increase in our cost of funds as the Federal Reserve increased rates by 225 basis points between September 30, 2022 and September 30, 2023.

Net Interest Income. Net interest income for the nine months ended September 30, 2023 was $133.1 million, a decrease of $56.3 million, or 29.7%, from $189.4 million for the nine months ended September 30, 2022. The decrease in net interest income was driven by the net interest margin decreasing 104 basis points to 2.22% for the nine months ended September 30, 2023 from 3.26% for the nine months ended September 30, 2022. In addition, net interest income was negatively impacted by a year over year decline in net interest-earning assets totaling $137.5 million to $1,255.8 million for the nine months ended September 30, 2023. The decrease in net interest-earning assets was primarily due to limited demand for lending coupled with the average balance of non-interest-bearing deposits declining $166.5 million to $865.8 million for the nine months ended September 30, 2023 compared to $1,032.3 million for the nine months ended September 30, 2022. Included in net interest income for the nine months ended September 30, 2023 and 2022, was prepayment penalty income totaling $1.6 million and $5.1 million, respectively, net reversals and recovered interest from non-accrual loans totaling $0.3 million and $0.2 million, respectively, net gains (losses) from fair value adjustments on qualifying hedges totaling $1.2 million and ($0.2) million, respectively, and purchase accounting income of $1.0 million and $2.2 million, respectively. Excluding all of these items, the net interest margin for the nine months ended September 30, 2023 was 2.15%, a decrease of 98 basis points, from 3.13% for the nine months ended September 30, 2022.

Provision for Credit Losses. During the nine months ended September 30, 2023, the provision for credit losses was $9.5 million compared to $5.1 million for the nine months ended September 30, 2022. The provision recorded during the nine months ended September 30, 2023, was driven by fully reserving for two non-accrual business loans that were subsequently charged-off, and increasing reserves for the elevated risk presented by the current rate environment to adjustable-rate loan’s debt coverage ratios. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 50.0% at September 30, 2023. The Bank continues to maintain conservative underwriting standards.

Non-Interest Income. Non-interest income for the nine months ended September 30, 2023 was $15.5 million, a decrease of $2.2 million, or 12.2% from $17.7 million in the prior year comparable period. The decrease was primarily due to net gains from fair value adjustments totaling $1.7 million in the current period compared to $6.4 million recorded during the prior year period.

Non-Interest Expense. Non-interest expense for the nine months ended September 30, 2023 was $107.4 million, a decrease of $2.6 million, or 2.3%, from $110.0 million for the nine months ended September 30, 2022. The decrease was primarily due to lower salary related expense accruals, a $6.6 million net benefit for Employee Retention Tax Credit refunds and the effects of the decreased stock price on the attendant benefits plans.

Income before Income Taxes. Income before income taxes for the nine months ended September 30, 2023 was $31.7 million, a decrease of $60.4 million, or 65.6%, from $92.0 million for the nine months ended September 30, 2022 for the previously discussed reasons.

Provision for Income Taxes. The provision for income taxes was $8.5 million for the nine months ended September 30, 2023, a decrease of $16.9 million, or 66.6%, from $25.3 million for the nine months ended September 30, 2022. The decrease was primarily due to the decline in income before income taxes. The effective tax rate for nine months ended September 30, 2023 was 26.8% compared to 27.5% for the nine months ended September 30, 2022.

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Management’s Discussions and Analysis of

Financial Condition and Results of Operations

FINANCIAL CONDITION

Assets. Total assets at September 30, 2023 were $8,577.3 million, an increase of $154.3 million, or 1.8%, from $8,422.9 million at December 31, 2022. Total net loans decreased $37.5 million, or 0.5%, during the nine months ended September 30, 2023, to $6,856.8 million from $6,894.3 million at December 31, 2022. Loan originations and purchases were $573.8 million for the nine months ended September 30, 2023, a decrease of $723.0 million, or 55.8%, from $1,296.8 million for the nine months ended September 30, 2022. The decreased loan originations were a result of interest rate increases over the past year as customers adapt to the increased rate environment. 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 $363.3 million at September 30, 2023, compared to $252.2 million at December 31, 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

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

 

For the three months ended

 

For the nine months ended

 

September 30,

September 30,

(In thousands)

    

2023

    

2022

    

2023

    

2022

Multi-family residential

$

75,655

$

173,980

 

$

149,720

$

409,086

Commercial real estate

 

70,197

 

77,777

 

124,290

 

287,705

One-to-four family – mixed-use property

 

6,028

 

12,383

 

16,778

 

33,109

One-to-four family – residential

 

1,070

 

4,102

 

5,429

 

17,550

Construction (1)

 

6,971

 

7,170

 

26,374

 

24,291

Small Business Administration

 

 

46

 

1,138

 

2,796

Commercial business and other (2)

 

81,549

 

188,202

 

250,067

 

522,229

Total

$

241,470

$

463,660

$

573,796

$

1,296,766

(1) Includes purchases of $0.7 million for the three months ended September 30, 2022. Includes purchases of $0.1 million and $2.3 million for the nine months ended September 30, 2023 and 2022, respectively.

(2) Includes purchases of $36.7 million and $109.4 million for the three months ended September 30, 2023 and 2022, respectively.  Includes purchases of $120.6 million and $205.3 million for the nine months ended September 30, 2023 and 2022, respectively.

The Bank maintains its conservative underwriting standards that include, among other things, a loan-to-value ratio of 75% or less and a debt coverage ratio of at least 125%. Multi-family residential (excluding underlying co-operative mortgages), commercial real estate and one-to-four family mixed-use property mortgage loans originated and purchased during the nine months ended September 30, 2023 had an average loan-to-value ratio of 43.6% and an average debt coverage ratio of 175.0%.

The Bank’s non-performing assets totaled $38.4 million at September 30, 2023, a decrease of $15.0 million, or 28.1% from December 31, 2022. Total non-performing assets as a percentage of total assets were 0.45% at September 30, 2023 and 0.63% at December 31, 2022. The ratio of ACL – loans to total non-performing loans was 225.4% at September 30, 2023 and 124.9% at December 31, 2022.

During the nine months ended September 30, 2023 mortgage-backed securities decreased $46.4 million, or 11.8%, to $345.7 million from $392.2 million at December 31, 2022. The decrease in mortgage-backed securities during the nine months ended September 30, 2023 was primarily due to the principal repayment of securities totaling $31.8 million and a decrease in the fair value totaling $13.9 million.

During the nine months ended September 30, 2023, other securities increased $154.1 million, or 37.0%, to $571.1 million from $416.9 million at December 31, 2022. The increase in other securities during the nine months ended September 30, 2023, was primarily due to purchases of $171.7 million at an average rate of 6.55% partially offset by maturities totaling $10.0 million and a decrease in the fair value totaling $2.6 million. At September 30, 2023, 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.

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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

Liabilities. Total liabilities were $7,908.1 million at September 30, 2023, an increase of $162.4 million, or 2.1%, from $7,745.8 million at December 31, 2022. During the nine months ended September 30, 2023, due to depositors increased $172.3 million, or 2.7%, to $6,609.5 million due to an increase of certificates of deposit totaling $795.0 million partially offset by a net decrease in all other deposit accounts totaling $622.7 million. The Company has based deposit growth on certificates of deposit as they extend liabilities thus reducing interest rate risk. Included in deposits were brokered deposits totaling $1,102.6 million, an increase of $246.3 million from $856.3 million at December 31, 2022. At September 30, 2023, the Company had uninsured deposits totaling $1.9 billion, or 29% of deposits with $0.9 million of that fully collateralized by some other method leaving uninsured and uncollateralized deposits totaling $1.0 billion or 16% of deposits. Borrowed funds decreased $52.0 million during the nine months ended September 30, 2023.

Total deposits at September 30, 2023 and December 31, 2022 and the weighted average rate on deposits at September 30, 2023 and December 31, 2022, are as follows:

Weighted

 

Weighted

 

Average

 

Average

 

September 30, 

December 31, 

Rate

 

Rate

 

    

2023

    

2022

    

2023 (1)

 

    

2022 (1)

 

Interest-bearing deposits:

 

(Dollars in thousands)

 

  

 

  

Certificate of deposit accounts

$

2,321,369

$

1,526,338

 

4.35

%

 

3.03

%

Savings accounts

 

112,730

 

143,641

 

0.44

 

0.21

Money market accounts

 

1,551,176

 

2,099,776

 

3.76

 

2.47

NOW accounts

 

1,749,802

 

1,746,190

 

3.54

 

2.14

Total interest-bearing deposits

 

5,735,077

 

5,515,945

 

  

 

  

Non-interest bearing demand deposits

 

874,420

 

921,238

 

  

 

  

Total due to depositors

 

6,609,497

 

6,437,183

 

  

 

  

Mortgagors' escrow deposits

 

72,012

 

48,159

 

Total deposits

$

6,681,509

$

6,485,342

 

  

 

  

(1) The weighted average rate does not reflect the benefit of interest rate swaps.

Equity. Total stockholders’ equity decreased $8.0 million, or 1.2%, to $669.1 million at September 30, 2023, from $677.2 million at December 31, 2022. Stockholders’ equity decreased due to the declaration and payment of dividends on the Company’s common stock of $0.66 per common share totaling $19.8 million, the repurchase of 747,683 shares at an average cost of $14.49 per share totaling $10.8 million and a decrease of $4.4 million in accumulated other comprehensive income. These decreases were partially offset by net income of $23.2 million. Book value per common share increased to $23.15 at September 30, 2023 compared to $22.97 at December 31, 2022.

Liquidity. Liquidity is the ability to economically meet current and future financial obligations. The Company’s primary objectives in terms of managing liquidity are 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, and other types of borrowings. At September 30, 2023, the Company had available liquidity totaling $3.7 billion.

Liquidity management is both a short and long-term function of business management. During 2023, funds were provided by the Company’s operating and financing activities, which were used to fund our investing activities. Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and 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, 2023, cash and cash equivalents

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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

totaled $200.9 million, an increase of $49.2 million, or 32.4% from $151.8 million, at December 31, 2022. A portion of our cash and cash equivalents is restricted cash held as collateral for interest rate swaps. At September 30, 2023 and December 31, 2022, restricted cash totaled $92.1 million and $67.0 million, respectively.

The following table presents the Company’s available liquidity by source at the period indicated below

 

At September 30, 2023

 

Total

Amount

Net

 

Available

Used

Availability

Internal Sources:

(In millions)

Free Securities

$

728.2

$

 

$

728.2

Interest Earnings Deposits

 

61.6

 

 

 

61.6

External Sources:

 

  

 

  

 

 

  

Federal Home Loan Bank

 

3,791.8

 

1,883.9

 

 

1,907.9

Other Banks

 

1,028.0

 

 

 

1,028.0

Total Liquidity

$

5,609.6

$

1,883.9

$

3,725.7

INTEREST RATE RISK

Economic Value of Equity Analysis. The Consolidated Statements of Financial Condition 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, 2023. Various estimates regarding prepayment assumptions are made at each level of rate shock. At September 30, 2023, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.

The following table presents the change in the Company’s net portfolio value and the net portfolio value ratio as of September 30, 2023:

Projected Percentage Change In

Change in Interest Rate

Net Portfolio Value (NPV)

Net Portfolio Value Ratio

-200 Basis points

(3.8)

%

9.8

%

-100 Basis points

(1.4)

10.2

Base interest rate

-

10.5

 

+100 Basis points

(1.9)

10.5

 

+200 Basis points

(3.6)

10.4

 

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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

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 Asset-Liability Investment Committee (“ALCO”) 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 months’ net interest income assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at period-end levels.

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, 2023 and 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, 2023 and 2022:

Projected Percentage Change In Net Interest Income

September 30, 

2023

2022

-200 Basis points

(1.0)

%

9.8

%

-100 Basis points

-

5.6

Base interest rate

-

-

+100 Basis points

(3.0)

(8.9)

+200 Basis points

(6.0)

(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 1.7% from a 100 basis point increase in rates over the next twelve months. Actual results could differ significantly from these estimates.

At September 30, 2023, the Company had a derivative portfolio with a notional value totaling $2.3 billion. This portfolio is designed to move the Company more towards interest rate neutral from changes in interest rates. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements. The significant improvement in the rate sensitivity over the past year is primarily due to an increase in the use of interest rate hedges.

A portion of this portfolio is comprised of interest rate swaps on certain short-term advances and deposits totaling $826.8 million. At September 30, 2023, $776.8 million of the interest rate swaps are effective swaps at a weighted average rate of approximately 2.39% that mature through 2027 and $50.0 million of the interest rate swaps are forward swaps effective in 2024, at an average rate of 0.80%. The Company also has $200.0 million of portfolio layer pay fixed fair value swaps as a hedge for securities with a weighted average receive rate of 5.33% and $500.0 million of pay fixed fair value swaps as a hedge for the loan portfolio with a weighted average receive rate of 5.33%..

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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

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 rates 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, 2023 and 2022, 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, 

 

2023

 

2022

 

Average

 

Yield/

 

Average

 

Yield/

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

Assets

 

(Dollars in thousands)

Interest-earning assets:

    

  

    

  

    

    

  

    

  

    

Mortgage loans, net

$

5,314,215

$

68,931

 

5.19

%  

$

5,340,694

$

58,374

 

4.37

%

Other loans, net

 

1,498,804

 

22,535

 

6.01

 

1,520,769

 

17,172

 

4.52

Total loans, net (1) (2)

 

6,813,019

91,466

5.37

 

6,861,463

75,546

4.40

Taxable securities:

 

  

 

  

 

 

  

 

  

 

Mortgage-backed securities

 

436,181

 

3,031

 

2.78

 

568,854

 

2,466

 

1.73

Other securities

 

528,091

 

7,003

 

5.30

 

362,629

 

2,839

 

3.13

Total taxable securities

 

964,272

10,034

4.16

 

931,483

5,305

2.28

Tax-exempt securities: (3)

 

  

 

  

 

 

  

 

  

 

Other securities

 

66,438

 

484

 

2.91

 

67,211

 

492

 

2.93

Total tax-exempt securities

 

66,438

484

2.91

 

67,211

492

2.93

Interest-earning deposits and federal funds sold

 

173,731

 

2,154

 

4.96

 

118,913

 

506

 

1.70

Total interest-earning assets (3)

 

8,017,460

104,138

5.20

 

7,979,070

81,849

4.10

Other assets

 

486,904

 

 

 

463,587

 

 

Total assets

$

8,504,364

 

 

$

8,442,657

 

 

Liabilities and Equity

 

  

 

  

 

 

  

 

  

 

Interest-bearing liabilities

 

  

 

  

 

 

  

 

  

 

Deposits:

 

  

 

  

 

 

  

 

  

 

Savings accounts

$

115,437

 

130

 

0.45

$

154,545

 

53

 

0.14

NOW accounts

 

1,907,781

 

16,843

 

3.53

 

1,808,608

 

3,640

 

0.81

Money market accounts

 

1,584,308

 

14,386

 

3.63

 

2,136,829

 

5,280

 

0.99

Certificate of deposit accounts

 

2,290,669

 

18,639

 

3.25

 

1,057,733

 

2,948

 

1.11

Total due to depositors

 

5,898,195

49,998

3.39

 

5,157,715

11,921

0.92

Mortgagors' escrow accounts

 

69,525

 

68

 

0.39

 

68,602

 

44

 

0.26

Total deposits

 

5,967,720

50,066

3.36

 

5,226,317

11,965

0.92

Borrowed funds

 

804,140

 

9,543

 

4.75

 

1,326,770

 

8,574

 

2.58

Total interest-bearing liabilities

 

6,771,860

59,609

3.52

 

6,553,087

20,539

1.25

Non-interest-bearing deposits

 

851,677

 

  

 

 

1,050,296

 

  

 

Other liabilities

 

205,314

 

  

 

 

164,992

 

  

 

Total liabilities

 

7,828,851

 

  

 

 

7,768,375

 

  

 

Equity

 

675,513

 

  

 

 

674,282

 

  

 

Total liabilities and equity

$

8,504,364

 

  

 

$

8,442,657

 

  

 

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

 

  

$

44,529

 

1.68

%  

 

  

$

61,310

 

2.85

%

Net interest-earning assets / net interest margin(tax equivalent) (3)

$

1,245,600

 

  

 

2.22

%  

$

1,425,983

 

  

 

3.07

%

Ratio of interest-earning assets to interest-bearing liabilities

 

  

 

  

 

1.18

X  

 

  

 

  

 

1.22

X

(1) Loan interest income includes loan fee income (expense) (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $0.4 million and $1.6 million for the three months ended September 30, 2023 and 2022, respectively.

(2) Loan interest income includes net gains from fair value adjustments on qualifying hedges of $1.4 million and $28,000 for three months ended September 30, 2023 and 2022, 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 $0.1 million each for the three months ended September 30, 2023 and 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

 

For the nine months ended September 30, 

 

2023

 

2022

 

Average

 

Yield/

 

Average

 

Yield/

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

Assets

 

(Dollars in thousands)

Interest-earning assets:

    

  

    

  

    

    

  

    

  

    

Mortgage loans, net

$

5,318,616

$

194,673

 

4.88

%  

$

5,224,289

$

167,119

 

4.27

%

Other loans, net

 

1,519,124

 

65,059

 

5.71

 

1,470,239

 

45,135

 

4.09

Total loans, net (1) (2)

 

6,837,740

259,732

5.06

 

6,694,528

212,254

4.23

Taxable securities:

 

  

 

  

 

 

  

 

  

 

Mortgage-backed securities

 

447,491

 

8,288

 

2.47

 

581,439

 

6,989

 

1.60

Other securities

 

470,898

 

17,461

 

4.94

 

308,008

 

6,048

 

2.62

Total taxable securities

 

918,389

25,749

3.74

 

889,447

13,037

1.95

Tax-exempt securities: (3)

 

  

 

  

 

 

  

 

  

 

Other securities

 

66,631

 

1,441

 

2.88

 

64,081

 

1,708

 

3.55

Total tax-exempt securities

 

66,631

1,441

2.88

 

64,081

1,708

3.55

Interest-earning deposits and federal funds sold

 

177,369

 

6,095

 

4.58

 

116,817

 

716

 

0.82

Total interest-earning assets (3)

 

8,000,129

293,017

4.88

 

7,764,873

227,715

3.91

Other assets

 

478,170

 

 

 

471,197

 

 

Total assets

$

8,478,299

 

 

$

8,236,070

 

 

Liabilities and Equity

 

  

 

  

 

 

  

 

  

 

Interest-bearing liabilities

 

  

 

  

 

 

  

 

  

 

Deposits:

 

  

 

  

 

 

  

 

  

 

Savings accounts

$

124,736

 

396

 

0.42

$

155,966

 

152

 

0.13

NOW accounts

 

1,968,199

 

46,780

 

3.17

 

1,977,621

 

5,838

 

0.39

Money market accounts

 

1,797,398

 

43,113

 

3.20

 

2,206,973

 

8,507

 

0.51

Certificate of deposit accounts

 

2,007,954

 

44,927

 

2.98

 

923,301

 

5,510

 

0.80

Total due to depositors

 

5,898,287

135,216

3.06

 

5,263,861

20,007

0.51

Mortgagors' escrow accounts

 

79,136

 

155

 

0.26

 

79,192

 

52

 

0.09

Total deposits

 

5,977,423

135,371

3.02

 

5,343,053

20,059

0.50

Borrowed funds

 

766,919

 

24,276

 

4.22

 

1,028,489

 

17,882

 

2.32

Total interest-bearing liabilities

 

6,744,342

159,647

3.16

 

6,371,542

37,941

0.79

Non-interest-bearing deposits

 

865,777

 

  

 

 

1,032,319

 

  

 

Other liabilities

 

190,699

 

  

 

 

160,621

 

  

 

Total liabilities

 

7,800,818

 

  

 

 

7,564,482

 

  

 

Equity

 

677,481

 

  

 

 

671,588

 

  

 

Total liabilities and equity

$

8,478,299

 

  

 

$

8,236,070

 

  

 

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

 

  

$

133,370

 

1.72

%  

 

  

$

189,774

 

3.12

%

Net interest-earning assets / net interest margin (tax equivalent) (3)

$

1,255,787

 

  

 

2.22

%  

$

1,393,331

 

  

 

3.26

%

Ratio of interest-earning assets to interest-bearing liabilities

 

  

 

  

 

1.19

X  

 

  

 

  

 

1.22

X

(1) Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $0.5 million and $6.8 million for the nine months ended September 30, 2023 and 2022, respectively.

(2) Loan interest income includes net gains (losses) from fair value adjustments on qualifying hedges of $1.3 million and ($0.2) million for nine months ended September 30, 2023 and 2022, 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 $0.3 million and $0.4 million for the nine months ended September 30, 2023 and 2022, respectively.

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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)

    

2023

    

2022

Mortgage Loans

 

  

 

  

At beginning of period

$

5,380,935

$

5,200,782

Mortgage loans originated:

 

  

 

  

Multi-family residential

 

149,720

 

409,086

Commercial real estate

 

124,290

 

287,705

One-to-four family mixed-use property

 

16,778

 

33,109

One-to-four family residential

 

5,429

 

17,550

Construction

 

26,245

 

21,999

Total mortgage loans originated

 

322,462

 

769,449

Mortgage loans purchased:

 

  

 

  

Construction

 

129

 

2,292

Total mortgage loans purchased

 

129

 

2,292

Less:

 

  

 

  

Principal reductions

 

307,017

 

555,959

Mortgage loan sales

 

8,506

 

29,024

Charge-Offs

 

20

 

2

At end of period

$

5,387,983

$

5,387,538

Non-mortgage loans

 

  

 

  

At beginning of period

$

1,544,823

$

1,433,084

Loans originated:

 

  

 

  

Small Business Administration

 

1,138

 

2,796

Commercial business

 

126,547

 

314,315

Other

 

2,929

 

2,660

Total other loans originated

 

130,614

 

319,771

Non-mortgage loans purchased:

 

  

 

  

Commercial business

 

120,591

 

205,254

Total non-mortgage loans purchased

 

120,591

 

205,254

Less:

 

  

 

  

Principal reductions (1)

 

275,329

 

397,520

Charge-offs (2)

 

11,028

 

380

At end of period

$

1,509,671

$

1,560,209

(1) Includes SBA PPP reductions totaling $1.3 million and $67.8 million for the nine months ended September 30, 2023 and 2022, respectively.

(2) 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

On January 1, 2023, the Company adopted ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” without material impact on the business operations or consolidated financial statements. See Note 14 (“New Authoritative Accounting Pronouncements”) of the Notes to the Consolidated Financial Statements.

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

December 31,

(In thousands)

    

    

2022

Accrual Status:

 

 

  

Multi-family residential

$

1,673

Commercial real estate

 

7,572

One-to-four family - mixed-use property

 

974

One-to-four family - residential

 

253

Commercial business and other

 

1,069

Total

 

11,541

Non-Accrual Status:

 

  

One-to-four family - mixed-use property

 

248

Commercial business and other

 

28

Total

 

276

Total performing troubled debt restructured

$

11,817

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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 periods indicated:

September 30, 

December 31, 

(In thousands)

 

2023

2022

Loans 90 days or more past due and still accruing:

Construction

$

$

2,600

Total

 

 

2,600

Non-accrual loans:

 

  

 

  

Multi-family residential

 

3,206

 

3,206

Commercial real estate

 

 

237

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

 

1,075

 

790

One-to-four family - residential

 

4,161

 

4,425

Small business administration

 

1,255

 

937

Commercial Business and other (1)

 

7,708

 

20,187

Total

 

17,405

 

29,782

Total non-performing loans

 

17,405

 

32,382

Other non-performing assets:

 

  

 

  

Held-to-maturity securities

 

20,981

 

20,981

Total

 

20,981

 

20,981

Total non-performing assets

$

38,386

$

53,363

Non-performing assets to total assets

0.45

%  

0.63

%  

ACL - loans to non-accrual loans

225.38

%

135.79

%  

ACL - loans to non-performing assets

102.19

%

75.79

%  

(1) Adopted ASU No. 2022-02 Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures on January 1, 2023; 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 $0.2 million, and commercial business loans totaling less than $0.1 million at December 31, 2022.  

CRITICIZED AND CLASSIFIED ASSETS

Our policy is to review our assets, focusing primarily on the loan portfolio, other real estate owned, and the investment portfolio, 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, 2023. The amortized cost of Criticized and Classified assets were $96.7 million at September 30, 2023, an increase of $7.8 million from $88.9 million at December 31, 2022. The Company had one investment security with an amortized cost of $21.0 million classified as substandard at September 30, 2023 and December 31, 2022.

Included within net loans at September 30, 2023 and December 31, 2022, were $4.7 million and $5.2 million respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.

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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)

2023

2022

Balance at beginning of period

$

40,442

$

37,135

Loans- charge-off

(11,050)

(1,410)

Loans- recovery

298

686

Loans- provision

9,538

4,857

Allowance for credit losses - loans

$

39,228

$

41,268

Balance at beginning of period

$

1,100

$

862

Held-to-maturity securities- (benefit) provision

(18)

234

Allowance for HTM securities losses

$

1,082

$

1,096

Balance at beginning of period

$

970

$

1,209

Off-balance sheet- (benefit) provision

(37)

(396)

Allowance for off-balance sheet losses

$

933

$

813

Allowance for credit losses

$

41,243

$

43,177

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

For the nine months ended September 30, 

 

(Dollars in thousands)

    

2023

    

2022

Balance at beginning of year

$

40,442

$

37,135

Provision for credit losses

 

9,538

 

4,857

Loans charged-off:

 

  

 

  

One-to-four family - residential

(12)

(2)

Commercial real estate

(8)

One-to-four family - mixed-use property

SBA

 

(7)

 

(1,054)

Commercial business and other loans

 

(11,023)

 

(354)

Total loans charged-off

 

(11,050)

 

(1,410)

Recoveries:

 

  

 

  

Multi-family residential

 

1

 

1

One-to-four family - residential

50

4

Small Business Administration

219

39

Taxi medallion

447

Commercial business and other

28

195

Total recoveries

 

298

 

686

Net charge-offs

 

(10,752)

 

(724)

Balance at end of year

$

39,228

$

41,268

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

 

0.21

%  

 

0.01

%

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

 

0.57

%  

 

0.59

%  

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

 

225.38

%  

 

142.29

%  

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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, 2023, 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

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, 2022, and quarterly report on Form 10-Q for the quarter ended March 31, 2023.

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, 2023:

    

    

    

    

    

    

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, 2023

906,131

August 1 to August 31, 2023

59,352

15.88

59,352

846,779

September 1 to September 30, 2023

846,779

Total

 

59,352

$

15.88

 

59,352

  

On May 30, 2023, the Board of Directors approved an additional one million shares of common stock for repurchase. During the quarter ended September 30, 2023, the Company repurchased 59,352 shares of the Company’s common stock. On September 30, 2023, 846,779 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 (Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488)

3.2

Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibit 4.2 filed with Form S-8 filed May 31, 2002)

3.3

Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibit 3.3 filed with Form 10-K for the year ended December 31, 2011)

3.4

Amended and Restated By-Laws of Flushing Financial Corporation (Incorporated by reference to Exhibit 3.6 filed with Form 10-Q for the quarter ended June 30, 2014)

4.1

Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 filed with Form 8-K filed November 22, 2021)

4.2

First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.2 filed with Form 8-K filed November 22, 2021)

4.3

Second Supplemental Indenture, dated August 24, 2022, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 filed with Form 8-K filed August 24, 2022)

4.4

Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)

101.INS

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)

P     Indicates a filing submitted in paper.

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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 (Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488)

3.2

Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibit 4.2 filed with Form S-8 filed May 31, 2002)

3.3

Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibit 3.3 filed with Form 10-K for the year ended December 31, 2011)

3.4

Amended and Restated By-Laws of Flushing Financial Corporation (Incorporated by reference to Exhibit 3.6 filed with Form 10-Q for the quarter ended June 30, 2014)

4.1

Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 filed with Form 8-K filed November 22, 2021)

4.2

First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.2 filed with Form 8-K filed November 22, 2021)

4.3

Second Supplemental Indenture, dated August 24, 2022, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 filed with Form 8-K filed August 24, 2022)

4.4

Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)

101.INS

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)

P     Indicates a filing submitted in paper.

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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 7, 2023

By:

/s/John R. Buran

John R. Buran

President and Chief Executive Officer

Dated:

November 7, 2023

By:

/s/Susan K. Cullen

Susan K. Cullen

Senior Executive Vice President, Treasurer and

Chief Financial Officer

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