UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2016

 

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)

 

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer __

Non-accelerated filer _

Accelerated filer X

Smaller reporting company __

 

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

 

The number of shares of the registrant’s Common Stock outstanding as of July 29, 2016 was 28,631,468.

 

 
 

TABLE OF CONTENTS

 

  PAGE
PART I — FINANCIAL INFORMATION  
ITEM 1. Financial Statements - (Unaudited)  
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statements of Comprehensive Income 3
Consolidated Statements of Cash Flows 4
Consolidated Statements of Changes in Stockholders’ Equity 5
Notes to Consolidated Financial Statements 6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48
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 69

 

 

 
 

PART I – FINANCIAL INFORMATION

 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Financial Condition

(Unaudited)

Item 1. Financial Statements

 

(Dollars in thousands, except per share data)  June 30,
2016
  December 31,
2015
ASSETS          
Cash and due from banks  $50,165   $42,363 
Securities held-to-maturity:          
Other securities (none pledged) (fair value of $28,410 and $6,180 at June 30, 2016 and December 31, 2015, respectively)   28,410    6,180 
Securities available for sale:          
Mortgage-backed securities (including assets pledged of $399,599 and $496,121 at June 30, 2016 and December 31, 2015, respectively; $2,292 and $2,527 at fair value pursuant to the fair value option at June 30, 2016 and December 31, 2015, respectively)   580,500    668,740 
Other securities (including assets pledged of $65,660 and none at June 30, 2016 and December 31, 2015, respectively; $28,514 and $28,205 at fair value pursuant to the fair value option at June 30, 2016 and December 31, 2015, respectively)   368,611    324,657 
Loans:          
Multi-family residential   2,159,138    2,055,228 
Commercial real estate   1,146,400    1,001,236 
One-to-four family ― mixed-use property   566,702    573,043 
One-to-four family ― residential   190,251    187,838 
Co-operative apartments   7,571    8,285 
Construction   9,899    7,284 
Small Business Administration   14,718    12,194 
Taxi medallion   20,641    20,881 
Commercial business and other   564,084    506,622 
Net unamortized premiums and unearned loan fees   16,875    15,368 
Allowance for loan losses   (22,198)   (21,535)
Net loans   4,674,081    4,366,444 
Interest and dividends receivable   20,390    18,937 
Bank premises and equipment, net   24,470    25,622 
Federal Home Loan Bank of New York stock   67,195    56,066 
Bank owned life insurance   115,100    115,536 
Goodwill   16,127    16,127 
Other assets   41,678    63,962 
Total assets  $5,986,727   $5,704,634 
           
LIABILITIES          
Due to depositors:          
Non-interest bearing  $317,112   $269,469 
Interest-bearing:          
Certificate of deposit accounts   1,411,550    1,403,302 
Savings accounts   260,528    261,748 
Money market accounts   452,589    472,489 
NOW accounts   1,453,540    1,448,695 
Total interest-bearing deposits   3,578,207    3,586,234 
Mortgagors' escrow deposits   45,905    36,844 
Borrowed funds ($27,485 and $29,018 at fair value pursuant to the fair value option at June 30, 2016 and December 31, 2015, respectively)   1,384,751    1,155,676 
Securities sold under agreements to repurchase   60,000    116,000 
Other liabilities   91,869    67,344 
Total liabilities   5,477,844    5,231,567 
           
Commitments and contingencies          
           
STOCKHOLDERS' EQUITY          
Preferred stock ($0.01 par value; 5,000,000 shares authorized; None issued)   -    - 
Common stock ($0.01 par value; 100,000,000 shares authorized; 31,530,595 shares issued at June 30, 2016 and December 31, 2015; 28,631,243 shares and 28,830,558 shares outstanding at June 30, 2016 and December 31, 2015, respectively)   315    315 
Additional paid-in capital   212,613    210,652 
Treasury stock, at average cost (2,899,352 shares and 2,700,037 shares at          
June 30, 2016 and December 31, 2015, respectively)   (53,351)   (48,868)
Retained earnings   346,218    316,530 
Accumulated other comprehensive income (loss), net of taxes   3,088    (5,562)
Total stockholders' equity   508,883    473,067 
           
Total liabilities and stockholders' equity  $5,986,727   $5,704,634 

 

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

 

 - 1 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

 

  

For the three months

ended June 30,

 

For the six months

ended June 30,

(Dollars in thousands, except per share data)  2016  2015  2016  2015
       
Interest and dividend income                    
Interest and fees on loans  $48,413   $44,084   $95,971   $87,618 
Interest and dividends on securities:                    
Interest   6,510    5,988    13,102    11,858 
Dividends   120    118    239    236 
Other interest income   48    32    142    53 
Total interest and dividend income   55,091    50,222    109,454    99,765 
                     
Interest expense                    
Deposits   8,097    7,437    16,070    14,895 
Other interest expense   5,105    4,645    10,362    9,176 
Total interest expense   13,202    12,082    26,432    24,071 
                     
Net interest income   41,889    38,140    83,022    75,694 
Benefit for loan losses   -    (516)   -    (1,250)
Net interest income after benefit for loan losses   41,889    38,656    83,022    76,944 
                     
Non-interest income                    
Banking services fee income   973    898    1,949    1,782 
Net gain on sale of securities   2,363    64    2,363    64 
Net gain on sale of loans   3    47    344    49 
Net gain on sale of buildings   33,814    6,537    33,814    6,537 
Net gain (loss) from fair value adjustments   (1,115)   768    (2,102)   173 
Federal Home Loan Bank of New York stock dividends   582    457    1,205    975 
Gain from life insurance proceeds   -    -    411    - 
Bank owned life insurance   694    715    1,389    1,432 
Other income   403    461    884    865 
Total non-interest income   37,717    9,947    40,257    11,877 
                     
Non-interest expense                    
Salaries and employee benefits   13,968    13,157    30,229    27,823 
Occupancy and equipment   2,352    2,635    4,722    5,348 
Professional services   2,027    1,350    4,177    3,129 
FDIC deposit insurance   940    811    1,844    1,560 
Data processing   1,199    1,172    2,290    2,247 
Depreciation and amortization   1,062    867    2,094    1,535 
Other real estate owned/foreclosure expense   405    87    558    607 
Prepayment penalty on borrowings   2,082    -    2,082    - 
Other operating expenses   4,419    4,169    8,955    7,938 
Total non-interest expense   28,454    24,248    56,951    50,187 
                     
Income before income taxes   51,152    24,355    66,328    38,634 
                     
Provision for income taxes                    
Federal   15,203    7,155    19,950    11,407 
State and local   5,514    2,366    6,382    3,660 
Total taxes   20,717    9,521    26,332    15,067 
                     
Net income  $30,435   $14,834   $39,996   $23,567 
                     
                     
Basic earnings per common share  $1.05   $0.51   $1.38   $0.80 
Diluted earnings per common share  $1.05   $0.51   $1.38   $0.80 
Dividends per common share  $0.17   $0.16   $0.34   $0.32 

 

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

 

 - 2 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

 

   For the three months ended
June 30,
  For the six months ended
June 30,
(In thousands)  2016  2015  2016  2015
             
Net income  $30,435   $14,834   $39,996   $23,567 
                     
Other comprehensive income, net of tax:                    
Amortization of actuarial losses, net of taxes of ($82) and ($135) for the three months ended June 30, 2016 and 2015, respectively and of ($165) and ($268) for the six months ended June 30, 2016 and 2015, respectively.   110    171    219    345 
Amortization of prior service credits, net of taxes of $5 for each of the three months ended June 30, 2016 and 2015, respectively and of $10 for each of the six months ended June 30, 2016 and 2015, respectively.   (7)   (7)   (13)   (13)
Reclassification adjustment for net gains included in income, net of taxes of $1,013 and $28 for the three and six months ended June 30, 2016 and 2015, respectively.   (1,350)   (36)   (1,350)   (36)
Net unrealized gains on securities, net of taxes of ($2,252) and $4,126 for the three months ended June 30, 2016 and 2015, respectively and of ($7,280) and $833 for the six months ended June 30, 2016 and 2015, respectively.   3,024    (5,477)   9,794    (1,145)
                     
                     
Total other comprehensive income (loss), net of tax   1,777    (5,349)   8,650    (849)
                     
Comprehensive income  $32,212   $9,485   $48,646   $22,718 

 

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

 

 - 3 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

   For the six months ended
June 30,
(Dollars in thousands)  2016  2015
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $39,996   $23,567 
Adjustments to reconcile net income to net cash provided by operating activities:          
Benefit for loan losses   -    (1,250)
Depreciation and amortization of bank premises and equipment   2,094    1,535 
Amortization of premium, net of accretion of discount   4,099    4,447 
Net (gain) loss from fair value adjustments   2,102    (173)
Net gain from sale of loans   (344)   (49)
Net gain from sale of securities   (2,363)   (64)
Net gain from sale of buildings   (33,814)   (6,537)
Income from bank owned life insurance   (1,389)   (1,432)
Gain from life insurance proceeds   (411)   - 
Stock-based compensation expense   3,564    3,643 
Deferred compensation   (2,629)   (2,004)
Excess tax benefit from stock-based payment arrangements   (421)   (380)
Deferred income tax (benefit) provision   83    (3,855)
Increase in other liabilities   16,211    706 
Decrease in other assets   4,754    5,374 
Net cash provided by operating activities   31,532    23,528 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of bank premises and equipment   (1,460)   (7,841)
Net purchases of Federal Home Loan Bank of New York shares   (11,129)   (3,002)
Purchases of securities held-to-maturity   (27,705)   (3,100)
Proceeds from maturities of securities held-to-maturity   5,475    390 
Purchases of securities available for sale   (61,615)   (138,095)
Proceeds from sales and calls of securities   66,996    25,039 
Proceeds from maturities and prepayments of securities   53,856    61,868 
Proceeds from bank owned life insurance   2,236    - 
Proceeds from sale of buildings   34,332    20,209 
Net originations of loans   (160,139)   (82,544)
Purchases of loans   (137,994)   (126,070)
Proceeds from sale of real estate owned   853    2,070 
Proceeds from sale of loans   8,360    5,028 
Net cash used in investing activities   (227,934)   (246,048)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Net increase in non-interest bearing deposits   47,643    1,741 
Net increase (decrease) in interest-bearing deposits   (8,448)   179,213 
Net increase in mortgagors' escrow deposits   9,061    8,251 
Net proceeds from short-term borrowed funds   215,000    35,000 
Proceeds from long-term borrowings   150,000    72,996 
Repayment of long-term borrowings   (190,637)   (50,000)
Purchases of treasury stock   (9,085)   (13,490)
Excess tax benefit from stock-based payment arrangements   421    380 
Proceeds from issuance of common stock upon exercise of stock options   127    142 
Cash dividends paid   (9,878)   (9,379)
Net cash provided by financing activities   204,204    224,854 
           
Net increase in cash and cash equivalents   7,802    2,334 
Cash and cash equivalents, beginning of period   42,363    34,265 
Cash and cash equivalents, end of period  $50,165   $36,599 
           
SUPPLEMENTAL CASHFLOW DISCLOSURE          
Interest paid  $28,250   $23,585 
Income taxes paid   9,270    16,221 
Taxes paid if excess tax benefits were not tax deductible   9,691    16,601 
Non-cash activities:          
Securities purchased not yet settled   -    22,037 
Securities transferred from available for sale to held-to-maturity   -    4,510 
Loans transferred to Other Real Estate Owned   486    772 
Loans provided for the sale of Other Real Estate Owned   -    175 
Loans held for investment transferred to loans held for sale   -    300 

 

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

 

 - 4 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

For the six months ended June 30, 2016 and 2015

(Unaudited)

 

(Dollars in thousands, except per share data)  Total  Common Stock  Additional Paid-in Capital  Retained Earnings  Treasury Stock  Accumulated Other Comprehensive Income (Loss)
                               
Balance at December 31, 2015  $473,067   $315   $210,652   $316,530   $(48,868)  $(5,562)
Net Income   39,996    -    -    39,996    -    - 
Award of common shares released from Employee Benefit Trust (134,005 shares)   1,912    -    1,912    -    -    - 
Vesting of restricted stock unit awards (245,111 shares)   -    -    (4,047)   (396)   4,443    - 
Exercise of stock options (27,945 shares)   127    -    2    (34)   159    - 
Stock-based compensation expense   3,673    -    3,673    -    -    - 
Stock-based income tax benefit   421    -    421    -    -    - 
Purchase of treasury shares (378,695 shares)   (7,492)   -    -    -    (7,492)   - 
Repurchase of shares to satisfy tax obligation (77,212 shares)   (1,593)   -    -    -    (1,593)   - 
Dividends on common stock ($0.34 per share)   (9,878)   -    -    (9,878)   -    - 
Other comprehensive income   8,650    -    -    -    -    8,650 
Balance at June 30, 2016  $508,883   $315   $212,613   $346,218   $(53,351)  $3,088 
                               
Balance at December 31, 2014  $456,247   $315   $206,437   $289,623   $(37,221)  $(2,907)
Net Income   23,567    -    -    23,567    -    - 
Award of common shares released from Employee Benefit Trust (139,607 shares)   1,969    -    1,969    -    -    - 
Vesting of restricted stock unit awards (204,110 shares)   -    -    (3,074)   (503)   3,577    - 
Exercise of stock options (9,725 shares)   142    -    (4)   (8)   154    - 
Stock-based compensation expense   3,549    -    3,549    -    -    - 
Stock-based income tax benefit   380    -    380    -    -    - 
Purchase of treasury shares (635,199 shares)   (12,380)   -    -    -    (12,380)   - 
Repurchase of shares to satisfy tax obligation (58,461 shares)   (1,110)   -    -    -    (1,110)   - 
Dividends on common stock ($0.32 per share)   (9,379)   -    -    (9,379)   -    - 
Other comprehensive income   (849)   -    -    -    -    (849)
Balance at June 30, 2015  $462,136   $315   $209,257   $303,300   $(46,980)  $(3,756)

 

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

 

 - 5 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

1.Basis of Presentation

 

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

 

The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of the Holding Company and its direct and indirect wholly-owned subsidiaries, including the Bank, Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc., which are collectively herein referred to as “we,” “us,” “our” and the “Company.”

 

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

 

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

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

2.Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for loan losses (“ALLL”), the evaluation of goodwill for impairment, the review of the need for a valuation allowance of the Company’s deferred tax assets, the fair value of financial instruments including the evaluation of other-than-temporary impairment (“OTTI”) on securities. Actual results could differ from these estimates.

 

3.Earnings Per Share

 

Basic earnings per common share is computed by dividing net income available to common shareholders by the total weighted average number of common shares outstanding, which includes unvested participating securities. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and as such are included in the calculation of earnings per share. The Company’s unvested restricted stock unit awards are considered participating securities. Therefore, weighted average common shares outstanding used for computing basic earnings per common share includes common shares outstanding plus unvested restricted stock unit awards. The computation of diluted earnings per share includes the additional dilutive effect of stock options outstanding and other common stock equivalents during the period. Common stock equivalents that are anti-dilutive are not included in the computation of diluted earnings per common share. The numerator for calculating basic and diluted earnings per common share is net income available to common shareholders. The shares held in the Company’s Employee Benefit Trust are not included in shares outstanding for purposes of calculating earnings per common share.

 

 - 6 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   For the three months ended
June 30,
  For the six months ended
June 30,
   2016  2015  2016  2015
   (In thousands, except per share data)
Net income, as reported  $30,435   $14,834   $39,996   $23,567 
Divided by:                    
Weighted average common shares outstanding   29,022    29,246    29,059    29,321 
Weighted average common stock equivalents   12    22    14    22 
Total weighted average common shares outstanding and common stock equivalents   29,034    29,268    29,073    29,343 
Basic earnings per common share  $1.05   $0.51   $1.38   $0.80 
Diluted earnings per common share (1)  $1.05   $0.51   $1.38   $0.80 
Dividend payout ratio   16.2%   31.4%   24.6%   40.0%

 

(1)For the three and six months ended June 30, 2016 and 2015, there were no stock options that were anti-dilutive.

 

4.Debt and Equity Securities

 

The Company’s investments in equity securities that have readily determinable fair values and all investments in debt securities are classified in one of the following three categories and accounted for accordingly: (1) trading securities, (2) securities available for sale and (3) securities held-to-maturity.

 

The Company did not hold any trading securities at June 30, 2016 and December 31, 2015. Securities available for sale are recorded at fair value. Securities held-to-maturity are recorded at amortized cost.

 

The following table summarizes the Company’s portfolio of securities held-to-maturity at June 30, 2016:

 

   Amortized Cost  Fair Value  Gross Unrealized Gains  Gross Unrealized Losses
   (In thousands)
Securities held-to-maturity:                    
Municipals  $28,410   $28,410   $-   $- 
                     
Total  $28,410   $28,410   $-   $- 

 

The following table summarizes the Company’s portfolio of securities held-to-maturity at December 31, 2015:

 

   Amortized Cost  Fair Value  Gross Unrealized Gains  Gross Unrealized Losses
   (In thousands)
Securities held-to-maturity:                    
Municipals  $6,180   $6,180   $-   $- 
                     
Total  $6,180   $6,180   $-   $- 

 

 - 7 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table summarizes the Company’s portfolio of securities available for sale at June 30, 2016:

 

   Amortized Cost  Fair Value  Gross Unrealized Gains  Gross Unrealized Losses
   (In thousands)
Corporate  $110,000   $106,263   $981   $4,718 
Municipals   126,347    131,716    5,369    - 
Mutual funds   21,645    21,645    -    - 
Collateralized loan obligations   101,650    101,820    340    170 
Other   7,169    7,167    -    2 
Total other securities   366,811    368,611    6,690    4,890 
REMIC and CMO   412,117    420,227    8,562    452 
GNMA   7,952    8,120    168    - 
FNMA   132,981    136,393    3,449    37 
FHLMC   15,453    15,760    307    - 
Total mortgage-backed securities   568,503    580,500    12,486    489 
Total securities available for sale  $935,314   $949,111   $19,176   $5,379 

 

Mortgage-backed securities shown in the table above include one private issue collateralized mortgage obligation (“CMO”) that is collateralized by commercial real estate mortgages with amortized cost and market value of $5.3 million at June 30, 2016.

 

 

The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2015:

 

   Amortized Cost  Fair Value  Gross Unrealized Gains  Gross Unrealized Losses
   (In thousands)
Corporate  $115,976   $111,674   $134   $4,436 
Municipals   127,696    131,583    3,887    - 
Mutual funds   21,290    21,290    -    - 
Collateralized loan obligations   53,225    52,898    -    327 
Other   7,214    7,212    -    2 
Total other securities   325,401    324,657    4,021    4,765 
REMIC and CMO   469,987    469,936    3,096    3,147 
GNMA   11,635    11,798    302    139 
FNMA   170,327    170,057    1,492    1,762 
FHLMC   16,961    16,949    87    99 
Total mortgage-backed securities   668,910    668,740    4,977    5,147 
Total securities available for sale  $994,311   $993,397   $8,998   $9,912 

 

Mortgage-backed securities shown in the table above include one private issue CMO that is collateralized by commercial real estate mortgages with an amortized cost and market value of $7.7 million at December 31, 2015.

 

 - 8 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table details the amortized cost and fair value of the Company’s securities classified as held-to-maturity at June 30, 2016, by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Amortized Cost  Fair Value
   (In thousands)
           
Due in one year or less  $6,370   $6,370 
Due after one year through five years   40    40 
Due after ten years   22,000    22,000 
           
Total securities held-to-maturity  $28,410   $28,410 

 

The amortized cost and fair value of the Company’s securities, classified as available for sale at June 30, 2016, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Amortized Cost  Fair Value
   (In thousands)
           
Due in one year or less  $-   $- 
Due after one year through five years   1,810    1,843 
Due after five years through ten years   91,683    91,795 
Due after ten years   251,673    253,328 
           
Total other securities   345,166    346,966 
Mutual funds   21,645    21,645 
Mortgage-backed securities   568,503    580,500 
           
Total securities available for sale  $935,314   $949,111 

 

The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2016:

 

      Total  Less than 12 months  12 months or more
   Count  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses
      (Dollars in thousands)   
Corporate   12   $85,282   $4,718   $52,559   $2,441   $32,723   $2,277 
Collateralized loan obligations   6    45,861    170    45,861    170    -    - 
Other   1    298    2    -    -    298    2 
Total other securities   19    131,441    4,890    98,420    2,611    33,021    2,279 
                                    
REMIC and CMO   8    45,906    452    11,004    61    34,902    391 
FNMA   1    7,084    37    -    -    7,084    37 
Total mortgage-backed securities   9    52,990    489    11,004    61    41,986    428 
Total securities available for sale   28   $184,431   $5,379   $109,424   $2,672   $75,007   $2,707 

 

 - 9 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2015:

 

      Total  Less than 12 months  12 months or more
   Count  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses  Fair Value  Unrealized Losses
      (Dollars in thousands)   
Corporate   12   $85,563   $4,436   $76,218   $3,782   $9,345   $654 
Collateralized loan obligations   7    52,898    327    52,898    327    -    - 
Other   1    298    2    -    -    298    2 
Total other securities   20    138,759    4,765    129,116    4,109    9,643    656 
                                    
REMIC and CMO   33    238,132    3,147    182,010    1,642    56,122    1,505 
GNMA   1    6,977    139    6,977    139    -    - 
FNMA   20    102,225    1,762    75,769    1,043    26,456    719 
FHLMC   3    14,715    99    14,715    99    -    - 
Total mortgage-backed securities   57    362,049    5,147    279,471    2,923    82,578    2,224 
Total securities available for sale   77   $500,808   $9,912   $408,587   $7,032   $92,221   $2,880 

 

OTTI losses on impaired securities must be fully recognized in earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, the investor must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss has occurred, only the amount of impairment associated with the credit loss is recognized in earnings in the Consolidated Statements of Income. Amounts relating to factors other than credit losses are recorded in accumulated other comprehensive income (“AOCI”) within Stockholders’ Equity.

 

The Company reviewed each investment that had an unrealized loss at June 30, 2016 and December 31, 2015. An unrealized loss exists when the current fair value of an investment is less than its amortized cost basis. Unrealized losses on available for sale securities, that are deemed to be temporary, are recorded in AOCI, net of tax.

 

The unrealized losses in total securities available for sale at June 30, 2016 and December 31, 2015 were caused by movements in interest rates. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2016 and December 31, 2015.

 

The Company sold available for sale securities with book values at the time of sale totaling $64.6 million and $25.0 million during the three and six months ended June 30, 2016 and 2015, respectively.

 

 - 10 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

  

For the three months ended

June 30,

 

For the six months ended

June 30,

   2016  2015  2016  2015
   (In thousands)
Gross gains from the sale of securities  $2,370   $233   $2,370   $233 
Gross losses from the sale of securities   (7)   (169)   (7)   (169)
                     
Net gains from the sale of securities  $2,363   $64   $2,363   $64 

 

5.Loans

 

Loans are reported at their outstanding principal balance net of any unearned income, charge-offs, deferred loan fees and costs on originated loans and unamortized premiums or discounts on purchased loans. Interest on loans is recognized on the accrual basis. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Subsequent cash payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Subsequent cash payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is likely to occur. 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.

 

The Company maintains an allowance for loan losses at an amount, which, in management’s judgment, is adequate to absorb probable estimated losses inherent in the loan portfolio. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of loans. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more information becomes available. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The allowance is established through charges to earnings in the form of a provision for loan losses based on management’s evaluation of the risk inherent in the various components of the loan portfolio and other factors, including historical loan loss experience (which is updated quarterly), current economic conditions, delinquency and non-accrual trends, classified loan levels, risk in the portfolio and volumes and trends in loan types, recent trends in charge-offs, changes in underwriting standards, experience, ability and depth of the Company’s lenders, collection policies and experience, internal loan review function and other external factors. Increases and decreases in the allowance other than charge-offs and recoveries are included in the provision for loan losses. When a loan or a portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance, and subsequent recoveries, if any, are credited to the allowance. The Company segregated its loans into two portfolios based on year of origination. One portfolio was reviewed for loans originated after December 31, 2009 and a second portfolio for loans originated prior to January 1, 2010. Our decision to segregate the portfolio based upon origination dates was based on changes made in our underwriting standards during 2009. By the end of 2009, all loans were being underwritten based on revised and tightened underwriting standards. Loans originated prior to 2010 have a higher delinquency rate and loss history. Each of the years in the portfolio for loans originated prior to 2010 has a similar delinquency rate. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and local economic conditions and other factors. We review our loan portfolio by separate categories with similar risk and collateral characteristics. Impaired loans are segregated and reviewed separately. All non-accrual loans are classified as impaired loans. The Company’s Board of Directors reviews and approves management’s evaluation of the adequacy of the allowance for loan losses on a quarterly basis.

 

 - 11 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company recognizes a loan as non-performing when the borrower has demonstrated the inability to bring the loan current, or due to other circumstances which, in management’s opinion, indicate the borrower will be unable to bring the loan current within a reasonable time. All loans classified as non-performing, which includes all loans past due 90 days or more, are classified as non-accrual unless there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. Prior to a loan becoming 90 days delinquent an updated appraisal is ordered and/or an internal evaluation is prepared. The loan balances of collateral dependent impaired loans are compared to the property’s updated fair value. The Company considers fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. The balance which exceeds fair value is generally charged-off, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the value of the underlying medallion based upon the most recently reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates. In addition, taxi medallion loans with a loan-to-value greater than 100% are classified as impaired and allocated a portion of the ALLL in the amount of the excess of the loan-to-value over the loan’s principal balance. The 85% is based on the actual net proceeds the Bank has received from the sale of other real estate owned (“OREO”) as a percentage of OREO’s appraised value.

 

A loan is considered impaired when, based upon current information, the Company believes it is probable that it will be unable to collect all amounts due, both principal and interest, in accordance with the original terms of the loan. Impaired loans are measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate or at the loan’s observable market price or, as a practical expedient, the fair value of the collateral if the loan is collateral dependent. Interest income on impaired loans is recorded on the cash basis.

 

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

 

The Company evaluates the underlying collateral through a third party appraisal, or when a third party appraisal is not available, the Company will use an internal evaluation. The internal evaluations are prepared using an income approach or a sales approach. The income approach is used for income producing properties and uses current revenues less operating expenses to determine the net cash flow of the property. Once the net cash flow is determined, the value of the property is calculated using an appropriate capitalization rate for the property. The sales approach uses comparable sales prices in the market. When an internal evaluation is used, we place greater reliance on the income approach to value the collateral.

 

In preparing internal evaluations of property values, the Company seeks to obtain current data on the subject property from various sources, including: (1) the borrower; (2) copies of existing leases; (3) local real estate brokers and appraisers; (4) public records (such as for real estate taxes and water and sewer charges); (5) comparable sales and rental data in the market; (6) an inspection of the property and (7) interviews with tenants. These internal evaluations primarily focus on the income approach and comparable sales data to value the property.

 

As of June 30, 2016, we utilized recent third party appraisals of the collateral to measure impairment for $33.0 million, or 71.3%, of collateral dependent impaired loans, and used internal evaluations of the property’s value for $13.3 million, or 28.7%, of collateral dependent impaired loans.

 

The Company may restructure a loan to enable a borrower experiencing financial difficulties to continue making payments when it is deemed to be in the Company’s best long-term interest. This restructure may include reducing the interest rate or amount of the monthly payment for a specified period of time, after which the interest rate and repayment terms revert to the original terms of the loan. We classify these loans as Troubled Debt Restructured (“TDR”).

 

These restructurings have not included a reduction of principal balance. The Company believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. All loans classified as TDR are considered impaired, however TDR loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status and are not included as part of non-performing loans. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status and reported as non-performing loans until they have made timely payments for six consecutive months.

 

The allocation of a portion of the allowance for loan losses for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR which is collateral dependent, the fair value of the collateral. At June 30, 2016, there were no commitments to lend additional funds to borrowers whose loans were modified to a TDR. The modification of loans to a TDR did not have a significant effect on our operating results, nor did it require a significant allocation of the allowance for loan losses.

 

 - 12 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   For the three and six months ended
June 30, 2016
(Dollars in thousands)  Number  Balance  Modification description
          
One-to-four family - residential   2   $263    Received below market interest rates and the loan amortizations were extended.
Commercial business and other   2    739    One received an amortization extension and one received a below market interest rate and an amortization extension.
Total   4   $1,002    

 

The Company did not modify and classify any loans as TDR during the three months ended June 30, 2015.

 

The following table shows loans modified and classified as TDR during the periods indicated:

 

   For the six months ended
June 30, 2015
(Dollars in thousands)  Number  Balance  Modification description
          
          
Small business administration   1    41    Received a below market interest rate and the  loan amortization was extended.
              
Total   1   $41    

 

The recorded investment of the loans modified and classified as TDR presented in the table above, were unchanged as there was no principal forgiven in this modification.

 

 - 13 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016  December 31, 2015
(Dollars in thousands)  Number of contracts  Recorded investment  Number of contracts  Recorded investment
             
Multi-family residential   9   $2,599    9   $2,626 
Commercial real estate   2    2,086    3    2,371 
One-to-four family - mixed-use property   5    1,819    6    2,052 
One-to-four family - residential   3    600    1    343 
Small business administration   -    -    1    34 
Commercial business and other   3    1,197    4    2,083 
                     
Total performing troubled debt restructured   22   $8,301    24   $9,509 

 

During the three and six months ended June 30, 2016 there were no TDR loans transferred to non-performing status. During the three and six months ended June 30, 2015 one TDR loan of $0.4 million was transferred to non-performing status, which resulted in this loan being included in non-performing loans.

 

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

 

   June 30, 2016  December 31, 2015
(Dollars in thousands)  Number of contracts  Recorded investment  Number of contracts  Recorded investment
             
Multi-family residential   1   $397    1   $391 
                     
Total troubled debt restructurings that subsequently defaulted   1   $397    1   $391 

 

 - 14 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

(In thousands)  June 30, 2016  December 31, 2015
           
Loans ninety days or more past due and still accruing:          
Multi-family residential  $574   $233 
Commercial real estate   320    1,183 
One-to-four family - mixed-use property   635    611 
One-to-four family - residential   13    13 
Construction   -    1,000 
Commercial Business and other   -    220 
Total   1,542    3,260 
           
Non-accrual mortgage loans:          
Multi-family residential   3,162    3,561 
Commercial real estate   2,299    2,398 
One-to-four family - mixed-use property   6,005    5,952 
One-to-four family - residential   8,406    10,120 
Total   19,872    22,031 
           
Non-accrual non-mortgage loans:          
Small business administration   185    218 
Taxi medallion   196    - 
Commercial business and other   128    568 
Total   509    786 
           
Total non-accrual loans   20,381    22,817 
           
           
Total non-accrual loans and loans ninety days or more past due and still accruing  $21,923   $26,077 

 

The following is a summary of interest foregone on non-accrual loans and loans classified as TDR for the periods indicated:

 

   For the three months ended
June 30,
  For the six months ended
June 30,
   2016  2015  2016  2015
   (In thousands)
Interest income that would have been recognized had the loans performed in accordance with their original terms  $476   $662   $948   $1,313 
Less:  Interest income included in the results of operations   101    143    213    301 
Total foregone interest  $375   $519   $735   $1,012 

 

 - 15 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following tables show an age analysis of our recorded investment in loans, including loans past maturity, at the periods indicated:

 

   June 30, 2016
(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  $4,706   $363   $3,737   $8,806   $2,150,332   $2,159,138 
Commercial real estate   2,405    987    2,619    6,011    1,140,389    1,146,400 
One-to-four family - mixed-use property   4,417    1,025    6,640    12,082    554,620    566,702 
One-to-four family - residential   1,518    527    8,221    10,266    179,985    190,251 
Co-operative apartments   -    -    -    -    7,571    7,571 
Construction loans   -    576    -    576    9,323    9,899 
Small Business Administration   2,435    119    80    2,634    12,084    14,718 
Taxi medallion   3,767    -    196    3,963    16,678    20,641 
Commercial business and other   3,012    12    -    3,024    561,060    564,084 
Total  $22,260   $3,609   $21,493   $47,362   $4,632,042   $4,679,404 

 

   December 31, 2015
(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  $9,421   $804   $3,794   $14,019   $2,041,209   $2,055,228 
Commercial real estate   2,820    153    3,580    6,553    994,683    1,001,236 
One-to-four family - mixed-use property   8,630    1,258    6,563    16,451    556,592    573,043 
One-to-four family - residential   4,261    154    10,134    14,549    173,289    187,838 
Co-operative apartments   -    -    -    -    8,285    8,285 
Construction loans   -    -    1,000    1,000    6,284    7,284 
Small Business Administration   42    -    218    260    11,934    12,194 
Taxi medallion   -    -    -    -    20,881    20,881 
Commercial business and other   -    2    228    230    506,392    506,622 
Total  $25,174   $2,371   $25,517   $53,062   $4,319,549   $4,372,611 

 

 - 16 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

June 30, 2016
(In thousands)  Multi-family residential  Commercial real estate  One-to-four family - mixed-use property  One-to-four family - residential  Construction loans  Small Business Administration  Taxi medallion  Commercial business and other  Unallocated  Total
                               
Allowance for credit losses:                                                  
Beginning balance  $6,298   $4,201   $3,507   $1,042   $55   $269   $335   $4,591   $1,695   $21,993 
Charge-off's   (23)   -    (54)   (8)   -    (1)   -    (15)   -    (101)
Recoveries   206    -    18    1    -    43    -    38    -    306 
Provision (Benefit)   (304)   244    (145)   9    20    263    707    55    (849)   - 
Ending balance  $6,177   $4,445   $3,326   $1,044   $75   $574   $1,042   $4,669   $846   $22,198 

 

June 30, 2015
(In thousands)  Multi-family residential  Commercial real estate  One-to-four family - mixed-use property  One-to-four
family -
residential
  Construction loans  Small Business Administration  Taxi medallion  Commercial business and other  Total
                            
Allowance for credit losses:                                             
Beginning balance  $8,629   $3,902   $5,429   $1,465   $23   $266   $11   $4,366   $24,091 
Charge-off's   (303)   (14)   (394)   (91)   -    -    -    (1)   (803)
Recoveries   191    (4)   44    74    -    7    -    -    312 
Provision (Benefit)   (217)   (158)   101    (15)   6    18    -    (251)   (516)
Ending balance  $8,300   $3,726   $5,180   $1,433   $29   $291   $11   $4,114   $23,084 

 

 - 17 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

June 30, 2016
(In thousands)  Multi-family residential  Commercial real estate  One-to-four family - mixed-use property  One-to-four family - residential  Construction loans  Small Business Administration  Taxi medallion  Commercial business and other  Unallocated  Total
                               
Allowance for credit losses:                                                  
Beginning balance  $6,718   $4,239   $4,227   $1,227   $50   $262   $343   $4,469   $-   $21,535 
Charge-off's   (65)   -    (68)   (74)   -    (1)   -    (40)   -    (248)
Recoveries   219    -    205    366    -    74    -    47    -    911 
Provision (Benefit)   (695)   206    (1,038)   (475)   25    239    699    193    846    - 
Ending balance  $6,177   $4,445   $3,326   $1,044   $75   $574   $1,042   $4,669   $846   $22,198 

 

June 30, 2015
(In thousands)  Multi-family residential  Commercial real estate  One-to-four family - mixed-use property  One-to-four family - residential  Construction loans  Small Business Administration  Taxi medallion  Commercial business and other  Total
                            
Allowance for credit losses:                                             
Beginning balance  $8,827   $4,202   $5,840   $1,690   $42   $279   $11   $4,205   $25,096 
Charge-off's   (400)   (32)   (472)   (244)   -    -    -    (52)   (1,200)
Recoveries   214    68    47    74    -    27    -    8    438 
Provision (Benefit)   (341)   (512)   (235)   (87)   (13)   (15)   -    (47)   (1,250)
Ending balance  $8,300   $3,726   $5,180   $1,433   $29   $291   $11   $4,114   $23,084 

 

 - 18 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

June 30, 2016
(In thousands)  Multi-family residential  Commercial real estate  One-to-four family - mixed-use property  One-to-four family- residential  Co-operative apartments  Construction loans  Small Business Administration  Taxi Medallion  Commercial business and other  Unallocated  Total
Financing Receivables:                                                       
Ending Balance  $2,159,138   $1,146,400   $566,702   $190,251   $7,571   $9,899   $14,718   $20,641   $564,084   $-   $4,679,404 
Ending balance: individually evaluated for impairment  $8,015   $7,038   $11,605   $10,769   $-   $570   $938   $6,364   $2,709   $-   $48,008 
Ending balance: collectively evaluated for impairment  $2,151,123   $1,139,362   $555,097   $179,482   $7,571   $9,329   $13,780   $14,277   $561,375   $-   $4,631,396 
                                                        
Allowance for credit losses:                                                       
Ending balance: individually evaluated for impairment  $242   $201   $480   $50   $-   $-   $412   $1,035   $1   $-   $2,421 
Ending balance: collectively evaluated for impairment  $5,935   $4,244   $2,846   $994   $-   $75   $162   $7   $4,668   $846   $19,777 

 

 

December 31, 2015
(In thousands)  Multi-family residential  Commercial real estate  One-to-four family - mixed-use property  One-to-four family- residential  Co-operative apartments  Construction loans  Small Business Administration  Taxi Medallion  Commercial business and other  Unallocated  Total
Financing Receivables:                                                       
Ending Balance  $2,055,228   $1,001,236   $573,043   $187,838   $8,285   $7,284   $12,194   $20,881   $506,622   $-   $4,372,611 
Ending balance: individually evaluated for impairment  $8,047   $6,183   $12,828   $12,598   $-   $1,000   $310   $2,118   $4,716   $-   $47,800 
Ending balance: collectively evaluated for impairment  $2,047,181   $995,053   $560,215   $175,240   $8,285   $6,284   $11,884   $18,763   $501,906   $-   $4,324,811 
                                                        
Allowance for credit losses:                                                       
Ending balance: individually evaluated for impairment  $252   $180   $502   $51   $-   $-   $-   $333   $112   $-   $1,430 
Ending balance: collectively evaluated for impairment  $6,466   $4,059   $3,725   $1,176   $-   $50   $262   $10   $4,357   $-   $20,105 

 

 - 19 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table shows our recorded investment, unpaid principal balance and allocated allowance for loan losses for impaired loans at the periods indicated:

 

   June 30, 2016  December 31, 2015
   Recorded Investment  Unpaid Principal Balance  Related Allowance  Recorded Investment  Unpaid Principal Balance  Related Allowance
                   
   (In thousands)
With no related allowance recorded:                              
Mortgage loans:                              
Multi-family residential  $5,732   $6,209   $-   $5,742   $6,410   $- 
Commercial real estate   4,952    4,980    -    3,812    3,869    - 
One-to-four family mixed-use property   9,102    10,082    -    10,082    11,335    - 
One-to-four family residential   10,333    11,934    -    12,255    14,345    - 
Co-operative apartments   -    -    -    -    -    - 
Construction   570    570    -    1,000    1,000    - 
Non-mortgage loans:                              
Small Business Administration   262    262    -    276    276    - 
Taxi Medallion   -    -    -    -    -    - 
Commercial Business and other   2,252    2,622    -    2,682    5,347    - 
                               
Total loans with no related allowance recorded   33,203    36,659    -    35,849    42,582    - 
                               
With an allowance recorded:                              
Mortgage loans:                              
Multi-family residential   2,283    2,283    242    2,305    2,305    252 
Commercial real estate   2,086    2,086    201    2,371    2,371    180 
One-to-four family mixed-use property   2,503    2,503    480    2,746    2,746    502 
One-to-four family residential   436    436    50    343    343    51 
Co-operative apartments   -    -    -    -    -    - 
Construction   -    -    -    -    -    - 
Non-mortgage loans:                              
Small Business Administration   676    676    412    34    34    - 
Taxi Medallion   6,364    6,364    1,035    2,118    2,118    333 
Commercial Business and other   457    457    1    2,034    2,034    112 
                               
Total loans with an allowance recorded   14,805    14,805    2,421    11,951    11,951    1,430 
                               
Total Impaired Loans:                              
Total mortgage loans  $37,997   $41,083   $973   $40,656   $44,724   $985 
                               
Total non-mortgage loans  $10,011   $10,381   $1,448   $7,144   $9,809   $445 

 

 - 20 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016  June 30, 2015
   Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized
             
   (In thousands)
With no related allowance recorded:                    
Mortgage loans:                    
Multi-family residential  $5,920   $33   $10,281   $36 
Commercial real estate   5,077    45    5,598    36 
One-to-four family mixed-use property   8,928    41    10,816    51 
One-to-four family residential   10,649    25    13,458    18 
Co-operative apartments   -    -    307    5 
Construction   570    7    -    - 
Non-mortgage loans:                    
Small Business Administration   257    3    314    3 
Taxi Medallion   -    -    -    - 
Commercial Business and other   2,313    46    4,607    49 
                     
Total loans with no related allowance recorded   33,714    200    45,381    198 
                     
With an allowance recorded:                    
Mortgage loans:                    
Multi-family residential   2,289    29    2,372    30 
Commercial real estate   2,222    24    541    7 
One-to-four family mixed-use property   2,617    34    3,069    42 
One-to-four family residential   389    4    350    3 
Co-operative apartments   -    -    -    - 
Construction   -    -    -    - 
Non-mortgage loans:                    
Small Business Administration   413    10    40    1 
Taxi Medallion   4,237    44    -    - 
Commercial Business and other   1,225    7    2,584    35 
                     
Total loans with an allowance recorded   13,392    152    8,956    118 
                     
Total Impaired Loans:                    
Total mortgage loans  $38,661   $242   $46,792   $228 
                     
Total non-mortgage loans  $8,445   $110   $7,545   $88 

 

 - 21 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016  June 30, 2015
   Average Recorded Investment  Interest Income Recognized  Average Recorded Investment  Interest Income Recognized
             
   (In thousands)
With no related allowance recorded:                    
Mortgage loans:                    
Multi-family residential  $5,861   $67   $10,347   $77 
Commercial real estate   4,655    90    6,099    71 
One-to-four family mixed-use property   9,313    88    11,219    103 
One-to-four family residential   11,184    52    13,244    42 
Co-operative apartments   -    -    204    10 
Construction   713    14    -    - 
Non-mortgage loans:                    
Small Business Administration   263    6    209    6 
Taxi Medallion   -    -    -    - 
Commercial Business and other   2,436    93    3,997    100 
                     
Total loans with no related allowance recorded   34,425    410    45,319    409 
                     
With an allowance recorded:                    
Mortgage loans:                    
Multi-family residential   2,294    58    2,508    61 
Commercial real estate   2,272    49    1,151    15 
One-to-four family mixed-use property   2,660    68    3,077    84 
One-to-four family residential   373    7    351    7 
Co-operative apartments   -    -    -    - 
Construction   -    -    -    - 
Non-mortgage loans:                    
Small Business Administration   287    19    27    1 
Taxi Medallion   3,531    88    -    - 
Commercial Business and other   1,494    14    2,627    69 
                     
Total loans with an allowance recorded   12,911    303    9,741    237 
                     
Total Impaired Loans:                    
Total mortgage loans  $39,325   $493   $48,200   $470 
                     
Total non-mortgage loans  $8,011   $220   $6,860   $176 

 

 - 22 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

In accordance with our policy and the current regulatory guidelines, we designate loans as “Special Mention,” which are considered “Criticized Loans,” and “Substandard,” “Doubtful,” or “Loss,” which are considered “Classified Loans”. If a loan does not fall within one of the previous mentioned categories then the loan would be considered “Pass.” Loans that are non-accrual are designated as Substandard, Doubtful or Loss. These loan designations are updated quarterly. We designate a loan as Substandard when a well-defined weakness is identified that jeopardizes the orderly liquidation of the debt. We designate a loan Doubtful when it displays the inherent weakness of a Substandard loan with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We designate a loan as Loss if it is deemed the debtor is incapable of repayment. The Company does not hold any loans designated as Loss, as loans that are designated as Loss are charged to the Allowance for Loan Losses. We designate a loan as Special Mention if the asset does not warrant classification within one of the other classifications, but does contain a potential weakness that deserves closer attention.

 

The following table sets forth the recorded investment in loans designated as Criticized or Classified at the periods indicated:

 

   June 30, 2016
(In thousands)  Special Mention  Substandard  Doubtful  Loss  Total
                
Multi-family residential  $7,678   $5,416   $-   $-   $13,094 
Commercial real estate   1,552    4,952    -    -    6,504 
One-to-four family - mixed-use property   3,797    9,785    -    -    13,582 
One-to-four family - residential   1,346    10,431    -    -    11,777 
Co-operative apartments   -    -    -    -    - 
Construction loans   576    570    -    -    1,146 
Small Business Administration   554    870    -    -    1,424 
Taxi Medallion   -    6,364    -    -    6,364 
Commercial business and other   730    2,710    -    -    3,440 
Total loans  $16,233   $41,098   $-   $-   $57,331 

 

   December 31, 2015
(In thousands)  Special Mention  Substandard  Doubtful  Loss  Total
                
Multi-family residential  $4,361   $5,421   $-   $-   $9,782 
Commercial real estate   1,821    3,812    -    -    5,633 
One-to-four family - mixed-use property   3,087    10,990    -    -    14,077 
One-to-four family - residential   1,437    12,255    -    -    13,692 
Co-operative apartments   -    -    -    -    - 
Construction loans   -    1,000    -    -    1,000 
Small Business Administration   229    224    -    -    453 
Taxi Medallion   -    2,118    -    -    2,118 
Commercial business and other   -    3,123    -    -    3,123 
Total loans  $10,935   $38,943   $-   $-   $49,878 

 

Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) amounted to $58.9 million and $217.2 million, respectively, at June 30, 2016.

 

 - 23 - 

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 June 30, 2016 and December 31, 2015, the Bank did not have any loans held for sale.

 

The Company has implemented a strategy of selling certain delinquent and non-performing loans. Once the Company has decided to sell a loan, the sale usually closes in a short period of time, generally within the same quarter. Loans designated held for sale are reclassified from loans held for investment to loans held for sale. Terms of sale include cash due upon the closing of the sale, no contingencies or recourse to the Company and servicing is released to the buyer.

 

The following table shows delinquent and non-performing loans sold during the period indicated:

 

   For the three months ended
June 30, 2016
(Dollars in thousands)  Loans sold  Proceeds  Net (charge-offs) recoveries  Net gain
             
Multi-family residential   3   $1,174   $(8)  $- 
One-to-four family - mixed-use property   3    1,271    -    3 
                     
Total   6   $2,445   $(8)  $3 

 

The following table shows delinquent and non-performing loans sold during the period indicated:

 

   For the three months ended
June 30, 2015
(Dollars in thousands)  Loans sold  Proceeds  Net (charge-offs) recoveries  Net gain
             
Multi-family residential   2   $1,045   $137   $- 
Commercial real estate   1    1,311    -    - 
One-to-four family - mixed-use property   4    1,150    -    47 
                     
Total   7   $3,506   $137   $47 

 

 - 24 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table shows delinquent and non-performing loans sold during the period indicated:

 

   For the six months ended
June 30, 2016
(Dollars in thousands)  Loans sold  Proceeds  Net (charge-offs) recoveries  Net gain
             
Multi-family residential   6   $2,049   $(8)  $2 
Commercial real estate   2    192    -    - 
One-to-four family - mixed-use property   7    2,585    -    23 
                     
Total (1)   15   $4,826   $(8)  $25 

 

(1)The above table does not include the sale of six performing small business administration loans for proceeds totaling $3.5 million during the six months ended June 30, 2016. These loans were sold for a net gain of $0.3 million.

 

The following table shows delinquent and non-performing loans sold during the period indicated:

 

   For the six months ended
June 30, 2015
(Dollars in thousands)  Loans sold  Proceeds  Net (charge-offs) recoveries  Net gain (loss)
             
Multi-family residential   4   $1,881   $137   $(2)
Commercial real estate   1    1,311    -    - 
One-to-four family - mixed-use property   7    1,836    -    51 
                     
Total   12   $5,028   $137   $49 

 

7.Other Real Estate Owned

 

The following are changes in OREO during the periods indicated:

 

   For the three months ended
June 30,
  For the six months ended
June 30,
   2016  2015  2016  2015
   (In thousands)
             
Balance at beginning of period  $4,602   $5,252   $4,932   $6,326 
Acquisitions   -    289    486    772 
Write-down of carrying value   (934)   (896)   (934)   (896)
Sales   -    (390)   (816)   (1,947)
                     
Balance at end of period (1)  $3,668   $4,255   $3,668   $4,255 

 

(1)OREO are included in other assets on the Company’s Consolidated Statements of Financial Condition.

 

 - 25 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   For the three months ended
June 30,
  For the six months ended
June 30,
   2016  2015  2016  2015
   (In thousands)
             
Gross gains  $-   $86   $37   $302 
Gross losses   -    -    -    (6)
Write-down of carrying value   (934)   (896)   (934)   (896)
                     
Total net loss  $(934)  $(810)  $(897)  $(600)

 

We may obtain physical possession of residential real estate collateralizing a consumer mortgage loan via foreclosure or an in-substance repossession. During the three and six months ended June 30, 2016, we did not foreclose on any consumer mortgages through in-substance repossession. At June 30, 2016, we held two foreclosed residential real estate properties totaling $0.6 million and at December 31, 2015, we held one foreclosed residential real estate property for $0.l million. Included within net loans as of June 30, 2016 and December 31, 2015 was a recorded investment of $13.1 million and $15.2 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.

 

8.Repurchase Agreements

 

As part of the Company’s strategy to finance investment opportunities and manage its cost of funds, the Company enters into repurchase agreements with broker-dealers and the Federal Home Loan Bank of New York (“FHLB-NY”). These agreements are recorded as financing transactions and the obligations to repurchase are reflected as a liability in the consolidated financial statements. The securities underlying the agreements are delivered to the broker-dealers or the FHLB-NY who arrange the transaction. The securities remain registered in the name of the Company and are returned upon the maturity of the agreement. The Company retains the right of substitution of collateral throughout the terms of the agreements. As a condition of the repurchase agreements the Company is required to provide sufficient collateral. If the fair value of the collateral were to fall below the required level, the Company is obligated to pledge additional collateral. All the repurchase agreements are collateralized by mortgage-backed securities.

 

The following tables show the type of securities pledged and remaining maturity of repurchase agreements held at the periods indicated:

 

   At June 30, 2016
   Remaining Contractual Maturity of Agreements
   Less than 1 year  1 year to 3 years  Over 3 years  Total
   (In thousands)
Repurchase agreements:                    
Mortgage-backed securities  $20,000   $-   $40,000   $60,000 
                     
Total repurchase agreements  $20,000   $-   $40,000   $60,000 

 

 - 26 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

   At December 31, 2015
   Remaining Contractual Maturity of Agreements
   Less than 1 year  1 year to 3 years  Over 3 years  Total
   (In thousands)
Repurchase agreements:                    
Mortgage-backed securities  $38,000   $38,000   $40,000   $116,000 
                     
Total repurchase agreements  $38,000   $38,000   $40,000   $116,000 

 

The fair value of the collateral pledged for the repurchase agreements above was $67.9 million and $131.4 million at June 30, 2016 and December 31, 2015, respectively.

 

During the three months ended June 30, 2016, $38.0 million in repurchase agreements, at an average cost of 4.16%, which were scheduled to mature in late 2017, were pre-paid. A $2.1 million prepayment penalty was incurred as part of this transaction.

 

9.Stock-Based Compensation

 

For the three months ended June 30, 2016 and 2015, the Company’s net income, as reported, includes $0.6 million and $0.9 million, respectively, of stock-based compensation costs and $0.2 and $0.3 million, respectively, of income tax benefits related to the stock-based compensation plans in each of the periods. For the six months ended June 30, 2016 and 2015, the Company’s net income, as reported, includes $3.6 million of stock-based compensation costs and $1.4 million of income tax benefits related to the stock-based compensation plans. During the three months ended June 30, 2015, the Company granted 3,600 restricted stock units. The Company did not issue any restricted stock units during the three months ended June 30, 2016. During the six months ended June 30, 2016 and 2015, the Company granted 337,175 and 318,120 restricted stock units, respectively. The Company has not granted any stock options since 2009.

 

The Company estimated the fair value of stock options using the Black-Scholes valuation model. Key assumptions used to estimate the fair value of stock options included the exercise price of the award, the expected option term, the expected volatility of the Company’s stock price, the risk-free interest rate over the options’ expected term and the annual dividend yield. The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards. Compensation cost is recognized over the vesting period of the award using the straight line method.

 

The following table summarizes the Company’s restricted stock unit (“RSU”) awards under the 2014 Omnibus Plan and the Prior Plans in the aggregate at or for the six months ended June 30, 2016:

 

   Shares  Weighted-Average Grant-Date Fair Value
           
Non-vested at December 31, 2015   415,909   $18.10 
Granted   337,175    19.85 
Vested   (235,335)   18.71 
Forfeited   (14,660)   18.49 
Non-vested at June 30, 2016   503,089   $18.98 
           
Vested but unissued at June 30, 2016   280,450   $19.28 

 

As of June 30, 2016, there was $8.2 million of total unrecognized compensation cost related to non-vested full value awards granted under the Omnibus Plan. That cost is expected to be recognized over a weighted-average period of 3.5 years. The total fair value of awards vested for the three months ended June 30, 2015 were $0.8 million. No awards vested during the three months ended June 30, 2016. The total fair value of awards vested for the six months ended June 30, 2016 and 2015 was $4.8 million and $4.9 million, respectively. The vested but unissued RSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.

 

 - 27 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table summarizes certain information regarding the stock option awards under the Omnibus Plan and the Prior Plans in the aggregate at or for the six months ended June 30, 2016:

 

   Shares  Weighted- Average Exercise Price  Weighted-Average Remaining Contractual Term  Aggregate Intrinsic Value ($000)*
                     
Outstanding at December 31, 2015   109,130   $16.14           
Granted   -    -           
Exercised   (27,945)   17.08           
Forfeited   -    -           
Outstanding at June 30, 2016   81,185   $15.81    1.9   $330 

 

* The intrinsic value of a stock option is the difference between the market value of the underlying stock and the exercise price of the option.

 

Cash proceeds, fair value received, tax benefits, and intrinsic value related to stock options exercised, and the weighted average grant date fair value for options granted, during the three and six months ended June 30, 2016 and 2015 are provided in the following table:

 

   For the three months ended
June 30,
  For the six months ended
June 30,
(In thousands)  2016  2015  2016  2015
Proceeds from stock options exercised  $109   $142   $127   $142 
Fair value of shares received upon exercise of stock options   22    -    350    20 
Tax benefit (expense) related to stock options exercised   14    8    (2)   9 
Intrinsic value of stock options exercised   69    31    112    33 

 

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 six months ended June 30, 2016:

 

Phantom Stock Plan  Shares  Fair Value
           
Outstanding at December 31, 2015   79,440   $21.64 
Granted   10,905    19.88 
Forfeited   -    - 
Distributions   (1,363)   20.28 
Outstanding at June 30, 2016   88,982   $19.88 
Vested at June 30, 2016   88,667   $19.88 

 

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of ($139,000) and $85,000 for the three months ended June 30, 2016 and 2015, respectively. The total fair value of the distributions from the Phantom Stock Plan was $1,000 for the three months ended June 30, 2015. There were no distributions for the three months ended June 30, 2016.

 

 - 28 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

For the six months ended June 30, 2016 and 2015, the Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of ($109,000) and $94,000, respectively. The total fair value of the distributions from the Phantom Stock Plan during the six months ended June 30, 2016 and 2015 was $28,000 and $9,000, respectively.

 

10.Pension and Other Postretirement Benefit Plans

 

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

 

   Three months ended
June 30,
  Six months ended
June 30,
(In thousands)  2016  2015  2016  2015
             
Employee Pension Plan:                    
Interest cost  $226   $221   $452   $442 
Amortization of unrecognized loss   201    290    402    581 
Expected return on plan assets   (348)   (350)   (696)   (700)
Net employee pension expense  $79   $161   $158   $323 
                     
Outside Director Pension Plan:                    
Service cost  $11   $11   $22   $22 
Interest cost   24    24    48    48 
Amortization of unrecognized gain   (21)   (14)   (42)   (28)
Amortization of past service liability   10    10    20    20 
Net outside director pension expense  $24   $31   $48   $62 
                     
Other Postretirement Benefit Plans:                    
Service cost  $90   $95   $180   $190 
Interest cost   80    75    160    150 
Amortization of unrecognized loss   12    30    24    60 
Amortization of past service credit   (22)   (22)   (43)   (43)
Net other postretirement expense  $160   $178   $321   $357 

  

The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2015 that it expects to contribute $0.3 million and $0.2 million to the Outside Director Pension Plan (the “Outside Director Pension Plan”) and the other postretirement benefit plans (the “Other Postretirement Benefit Plans”), respectively, during the year ending December 31, 2016. The Company does not expect to make a contribution to the Employee Pension Plan (the “Employee Pension Plan”). As of June 30, 2016, the Company has contributed $72,000 to the Outside Director Pension Plan and $33,000 to the Other Postretirement Benefit Plans. As of June 30, 2016, the Company has not revised its expected contributions for the year ending December 31, 2016.

 

11.Fair Value of Financial Instruments

 

The Company carries certain financial assets and financial liabilities at fair value in accordance with GAAP which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value and expands disclosures about fair value measurements. GAAP permits entities to choose to measure many financial instruments and certain other items at fair value. At June 30, 2016, the Company carried financial assets and financial liabilities under the fair value option with fair values of $30.8 million and $27.5 million, respectively. At December 31, 2015, the Company carried financial assets and financial liabilities under the fair value option with fair values of $30.7 million and $29.0 million, respectively. The Company did not elect to carry any additional financial assets or financial liabilities under the fair value option during the three and six months ended June 30, 2016.

 

 - 29 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table presents the financial assets and financial liabilities reported at fair value under the fair value option, and the changes in fair value included in the Consolidated Statement of Income – Net gain (loss) from fair value adjustments, at or for the periods ended as indicated:

 

   Fair Value  Fair Value  Changes in Fair Values For Items Measured at Fair Value
   Measurements  Measurements  Pursuant to Election of the Fair Value Option
   at June 30,  at December 31,  Three Months Ended  Six Months Ended
(Dollars in thousands)  2016  2015  June 30, 2016  June 30, 2015  June 30, 2016  June 30, 2015
                   
Mortgage-backed securities  $2,292   $2,527   $(3)  $(28)  $2   $(36)
Other securities   28,514    28,205    90    (108)   186    89 
Borrowed funds   27,485    29,018    492    (1,229)   1,546    (705)
Net gain (loss) from fair value adjustments (1) (2)            $579   $(1,365)  $1,734   $(652)

 

(1)The net gain from fair value adjustments presented in the above table does not include net gains (losses) of ($1.7) million and $2.1 million for the three months ended June 30, 2016 and 2015, respectively, from the change in the fair value of interest rate swaps.

 

(2)The net gain (loss) from fair value adjustments presented in the above table does not include net gains (losses) of ($3.8) million and $0.8 million for the six months ended June 30, 2016 and 2015, respectively, from the change in the fair value of interest rate swaps.

 

Included in the fair value of the financial assets and financial liabilities selected for the fair value option is the accrued interest receivable or payable for the related instrument. The Company reports as interest income or interest expense in the Consolidated Statement of Income, the interest receivable or payable on the financial instruments selected for the fair value option at their respective contractual rates.

 

The borrowed funds had a contractual principal amount of $61.9 million at both June 30, 2016 and December 31, 2015. The fair value of borrowed funds includes accrued interest payable of $0.1 million at June 30, 2016 and December 31, 2015.

 

The Company generally holds its earning assets, other than securities available for sale, to maturity and settles its liabilities at maturity. However, fair value estimates are made at a specific point in time and are based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Accordingly, as assumptions change, such as interest rates and prepayments, fair value estimates change and these amounts may not necessarily be realized in an immediate sale.

 

Disclosure of fair value does not require fair value information for items that do not meet the definition of a financial instrument or certain other financial instruments specifically excluded from its requirements. These items include core deposit intangibles and other customer relationships, premises and equipment, leases, income taxes and equity.

 

Further, fair value disclosure does not attempt to value future income or business. These items may be material and accordingly, the fair value information presented does not purport to represent, nor should it be construed to represent, the underlying “market” or franchise value of the Company.

 

Financial assets and financial liabilities reported at fair value are required to be measured based on either: (1) quoted prices in active markets for identical financial instruments (Level 1); (2) significant other observable inputs (Level 2); or (3) significant unobservable inputs (Level 3).

 

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

 

Level 1 – where quoted market prices are available in an active market. The Company did not value any of its assets or liabilities that are carried at fair value on a recurring basis as Level 1 at June 30, 2016 and December 31, 2015.

 

Level 2 – when quoted market prices are not available, fair value is estimated using quoted market prices for similar financial instruments and adjusted for differences between the quoted instrument and the instrument being valued. Fair value can also be estimated by using pricing models, or discounted cash flows. Pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices and credit spreads. In addition to observable market information, models also incorporate maturity and cash flow assumptions. At June 30, 2016 and December 31, 2015, Level 2 included mortgage related securities, corporate debt, municipals and interest rate swaps.

 

 - 30 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At June 30, 2016 and December 31, 2015, Level 3 included trust preferred securities owned and junior subordinated debentures issued by the Company and a single issuer trust preferred security.

 

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

 

The following table sets forth the assets and liabilities that are carried at fair value on a recurring basis and the method that was used to determine their fair value, at June 30, 2016 and December 31, 2015:

 

  

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs

(Level 2)

 

Significant Other Unobservable Inputs

(Level 3)

  Total carried at fair value on a recurring basis
   2016  2015  2016  2015  2016  2015  2016  2015
   (In thousands)
                         
Assets:                                        
Mortgage-backed Securities  $-   $-   $580,500   $668,740   $-   $-   $580,500   $668,740 
Other securities   -    -    361,444    317,445    7,167    7,212    368,611    324,657 
Interest rate swaps   -    -    -    48    -    -    -    48 
                                         
Total assets  $-   $-   $941,944   $986,233   $7,167   $7,212   $949,111   $993,445 
                                         
Liabilities:                                        
Borrowings  $-   $-   $-   $-   $27,485   $29,018   $27,485   $29,018 
Interest rate swaps   -    -    16,201    4,314    -    -    16,201    4,314 
                                         
Total liabilities  $-   $-   $16,201   $4,314   $27,485   $29,018   $43,686   $33,332 

 

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

 

   For the three months ended
June 30, 2016
   Trust preferred securities  Junior subordinated debentures
   (In thousands)
       
Beginning balance  $7,150   $27,977 
Net gain from fair value adjustment of financial assets (1)   15    - 
Net gain from fair value adjustment of financial liabilities (1)   -    (491)
Decrease in accrued interest payable   -    (1)
Change in unrealized gains included in other comprehensive income   2    - 
Ending balance  $7,167   $27,485 
           
Changes in unrealized gains held at period end  $2   $- 

 

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

 

 - 31 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   For the three months ended
June 30, 2015
   Municipals  Trust preferred securities  Junior subordinated debentures
   (In thousands)
          
Beginning balance  $14,464   $7,189   $28,245 
Transfer to held-to-maturity   (4,510)   -    - 
Principal repayments   (55)   -    - 
Maturities   (2,000)   -    - 
Net gain from fair value adjustment of financial assets included in earnings (1)   -    37    - 
Net loss from fair value adjustment of financial liabilities included in earnings (1)   -    -    1,229 
Increase in accrued interest payable   -    -    2 
Change in unrealized gains included in other comprehensive income   -    -    - 
Ending balance  $7,899   $7,226   $29,476 
                
Changes in unrealized gains (losses) held at period end  $-   $-   $- 

 

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

 

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

 

   For the six months ended
June 30, 2016
   Trust preferred securities  Junior subordinated debentures
       
Beginning balance  $7,212   $29,018 
Net loss from fair value adjustment of financial assets included in earnings (1)   (45)   - 
Net gain from fair value adjustment of financial liabilities included in earnings (1)   -    (1,547)
Increase in accrued interest payable   -    14 
Change in unrealized gains (losses) included in other comprehensive income   -    - 
Ending balance  $7,167   $27,485 
           
Changes in unrealized gains (losses) held at period end  $-   $- 

 

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

 

 - 32 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   For the six months ended
June 30, 2015
   Municipals  Trust preferred securities  Junior subordinated debentures
   (In thousands)
          
Beginning balance  $15,519   $7,090   $28,771 
Transfer to held-to-maturity   (4,510)   -    - 
Purchases   1,000    -    - 
Principal repayments   (110)   -    - 
Maturities   (4,000)   -    - 
Net gain from fair value adjustment of financial assets included in earnings (1)   -    131    - 
Net loss from fair value adjustment of financial liabilities included in earnings (1)   -    -    705 
Decrease in accrued interest payable   -    -    - 
Change in unrealized gains (losses) included in other comprehensive income   -    5    - 
Ending balance  $7,899   $7,226   $29,476 
                
Changes in unrealized gains held at period end  $-   $5   $- 

 

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

 

During the three and six months ended June 30, 2016 and 2015, there were no transfers between Levels 1, 2 and 3.

 

 - 33 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016
                
   Fair Value  Valuation Technique  Unobservable Input  Range  Weighted Average
   (Dollars in thousands)   
Assets:                     
                      
Trust preferred securities  $7,167   Discounted cash flows  Discount rate   7.0% - 7.07%    7.1%
                      
Liabilities:                     
                      
Junior subordinated debentures  $27,485   Discounted cash flows  Discount rate     7.0%     7.0%

  

   December 31, 2015
                
   Fair Value  Valuation Technique  Unobservable Input  Range  Weighted Average
   (Dollars in thousands)   
Assets:                     
                      
Trust preferred securities  $7,212   Discounted cash flows  Discount rate   7.0% - 7.07%    7.1%
                      
Liabilities:                     
                      
Junior subordinated debentures  $29,018   Discounted cash flows  Discount rate     7.0%     7.0%

 

The significant unobservable inputs used in the fair value measurement of the Company’s trust preferred securities and junior subordinated debentures valued under Level 3 at June 30, 2016 and December 31, 2015, is 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 method that was used to determine their fair value at June 30, 2016 and December 31, 2015:

 

  

Quoted Prices in Active Markets for Identical Assets

(Level 1)

 

Significant Other Observable Inputs

(Level 2)

 

Significant Other Unobservable Inputs

(Level 3)

  Total carried at fair value on a recurring basis
   2016  2015  2016  2015  2016  2015  2016  2015
   (In thousands)
Assets:                                        
Impaired loans  $-   $-   $-   $-   $13,381   $15,360   $13,381   $15,360 
Other real estate owned   -    -    -    -    3,668    4,932    3,668    4,932 
                                         
Total assets  $-   $-   $-   $-   $17,049   $20,292   $17,049   $20,292 

 

 - 34 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016
       
   Fair Value  Valuation Technique  Unobservable Input  Range  Weighted Average
   (Dollars in thousands)   
Assets:                         
                          
Impaired loans  $3,231   Income approach  Capitalization rate    6.3% to 7.7%    7.2%
           Reduction for planned expedited disposal    9.3% to 15.0%    14.3%
                          
Impaired loans  $4,433   Sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales    -50.0% to 16.2%    -3.9%
           Reduction for planned expedited disposal      15.0%     15.0%
                          
                          
Impaired loans  $5,717   Blended income and sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales    -50.0% to 25.0%    -2.5%
           Capitalization rate    5.6% to 9.0%    7.3%
           Reduction for planned expedited disposal    6.9% to 15.0%    13.9%
                          
                          
Other real estate owned  $2,905   Income approach  Capitalization rate      9.0%     9.0%
                          
                          
Other real estate owned  $763   Sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales    -5.0% to25.0%    11.0%

 

   December 31, 2015
       
   Fair Value  Valuation Technique  Unobservable Input  Range  Weighted Average
   (Dollars in thousands)   
Assets:                     
                      
Impaired loans  $3,878   Income approach  Capitalization rate   7.3% to 8.5%    7.7%
           Loss severity discount     15.0%     15.0%
                      
Impaired loans  $5,555   Sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales   -50.0% to 40.0%    -2.2%
           Loss severity discount     15.0%     15.0%
                      
                      
Impaired loans  $5,927   Blended income and sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales   -50.0% to 25.0%    -2.2%
           Capitalization rate   5.3% to 9.0%    7.0%
           Loss severity discount   5.2% to 15.0%    13.7%
                      
                      
Other real estate owned  $3,750   Income approach  Capitalization rate     9.0%     9.0%
                      
                      
Other real estate owned  $366   Sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales   -5.0% to 25.0%    12.0%
                      
                      
Other real estate owned  $816   Blended income and sales approach  Adjustment to sales comparison value to reconcile differences between comparable sales   -10.0% to 15.0%    2.5%
           Capitalization rate     8.6%     8.6%

 

 

 - 35 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The Company did not have any liabilities that were carried at fair value on a non-recurring basis at June 30, 2016 and December 31, 2015.

 

The fair value of each material class of financial instruments at June 30, 2016 and December 31, 2015 and the related methods and assumptions used to estimate fair value are as follows:

 

Cash and Due from Banks, Overnight Interest-Earning Deposits and Federal Funds Sold:

 

The fair values of financial instruments that are short-term or reprice frequently and have little or no risk are considered to have a fair value that approximates carrying value.

 

FHLB-NY stock:

 

The fair value is based upon the par value of the stock which equals its carrying value.

 

Securities:

 

The fair values of securities are contained in Note 4 of 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.

 

Loans:

 

The fair value of loans is estimated by discounting the expected future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities.

 

For non-accruing loans, fair value is generally estimated by discounting management’s estimate of future cash flows with a discount rate commensurate with the risk associated with such assets or for collateral dependent loans 85% of the appraised or internally estimated value of the property, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the most recent reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates.

 

Other Real Estate Owned:

 

OREO are carried at fair value less selling costs. The fair value is based on appraised value through a current appraisal, or sometimes through an internal review, additionally adjusted by the estimated costs to sell the property.

 

Accrued Interest Receivable:

 

The carrying amount is a reasonable estimate of fair value due to its short-term nature.

 

Due to Depositors:

 

The fair values of demand, passbook savings, NOW, money market deposits and escrow deposits are, by definition, equal to the amount payable on demand at the reporting dates (i.e. their carrying value). The fair value of certificates of deposits are estimated by discounting the expected future cash flows using the rates currently offered for deposits of similar remaining maturities.

 

Borrowings:

 

The fair value of borrowings is estimated by discounting the contractual cash flows using interest rates in effect for borrowings with similar maturities and collateral requirements or using a market-standard model.

 

Accrued Interest Payable:

 

The carrying amount is a reasonable estimate of fair value due to its short-term nature.

 

Interest Rate Swaps:

 

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

 

Other Financial Instruments:

 

The fair values of commitments to sell, lend or borrow are estimated using the fees currently charged or paid to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties or on the estimated cost to terminate them or otherwise settle with the counterparties at the reporting date. For fixed-rate loan commitments to sell, lend or borrow, fair values also consider the difference between current levels of interest rates and committed rates (where applicable).

 

 - 36 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

At June 30, 2016 and December 31, 2015, the fair values of the above financial instruments approximate the recorded amounts of the related fees and were not considered to be material.

 

The following tables set forth the carrying amounts and estimated fair values of selected financial instruments based on the assumptions described above used by the Company in estimating fair value at the periods indicated:

 

   June 30, 2016
   Carrying Amount  Fair Value  Level 1  Level 2  Level 3
   (In thousands)   
Assets:                         
                          
Cash and due from banks  $50,165   $50,165   $50,165   $-   $- 
Securities held-to-maturity                         
Other securities   28,410    28,410    -    -    28,410 
Securities available for sale                         
Mortgage-backed securities   580,500    580,500    -    580,500    - 
Other securities   368,611    368,611    -    361,444    7,167 
Loans   4,696,279    4,740,014    -    -    4,740,014 
FHLB-NY stock   67,195    67,195    -    67,195    - 
                          
Total assets  $5,791,160   $5,834,895   $50,165   $1,009,139   $4,775,591 
                          
                          
Liabilities:                         
Deposits  $3,941,224   $3,962,871   $2,529,674   $1,433,197   $- 
Borrowings   1,444,751    1,458,537    -    1,431,052    27,485 
Interest rate swaps   16,201    16,201    -    16,201    - 
                          
Total liabilities  $5,402,176   $5,437,609   $2,529,674   $2,880,450   $27,485 

 

 - 37 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

   December 31, 2015
   Carrying Amount  Fair Value  Level 1  Level 2  Level 3
   (In thousands)   
Assets:                         
                          
Cash and due from banks  $42,363   $42,363   $42,363   $-   $- 
Securities held-to-maturity                         
Other securities   6,180    6,180    -    -    6,180 
Securities available for sale                         
Mortgage-backed securities   668,740    668,740    -    668,740    - 
Other securities   324,657    324,657    -    317,445    7,212 
Loans   4,387,979    4,434,079    -    -    4,434,079 
FHLB-NY stock   56,066    56,066    -    56,066    - 
Interest rate swaps   48    48    -    48    - 
                          
Total assets  $5,486,033   $5,532,133   $42,363   $1,042,299   $4,447,471 
                          
                          
Liabilities:                         
Deposits  $3,892,547   $3,902,888   $2,489,245   $1,413,643   $- 
Borrowings   1,271,676    1,279,946    -    1,250,928    29,018 
Interest rate swaps   4,314    4,314    -    4,314    - 
                          
Total liabilities  $5,168,537   $5,187,148   $2,489,245   $2,668,885   $29,018 

 

12.Derivative Financial Instruments

 

At June 30, 2016 and December 31, 2015, the Company’s derivative financial instruments consist of interest rate swaps. The Company’s interest rate swaps are used for two purposes. The first purpose is to mitigate the Company’s exposure to rising interest rates on a portion ($18.0 million) of its floating rate junior subordinated debentures that have a contractual value of $61.9 million. The second purpose is to mitigate the Company’s exposure to rising interest rates on certain fixed rate loans totaling $177.5 million and $146.9 million at June 30, 2016 and December 31, 2015, respectively.

 

At June 30, 2016 and December 31, 2015 derivatives with a combined notional amount of $36.3 million were not designated as hedges. At June 30, 2016 and December 31, 2015 derivatives with a combined notional amount of $159.2 million and $128.5 million were designated as fair value hedges. Changes in the fair value of interest rate swaps not designated as hedges are reflected in “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.

 

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

 

   June 30, 2016  December 31, 2015
   Notional Amount  Net Carrying Value (1)  Notional Amount  Net Carrying Value (1)
          
Interest rate swaps (hedge)  $-   $-   $28,588   $48 
Interest rate swaps (hedge)   159,166    (9,981)   99,955    (1,515)
Interest rate swaps (non-hedge)   36,321    (6,220)   36,321    (2,799)
Total derivatives  $195,487   $(16,201)  $164,864   $(4,266)

 

(1) Derivatives in a net positive position are recorded as “Other assets” and derivatives in a net negative position are recorded as “Other liabilities” in the Consolidated Statements of Financial Condition. There were no unrealized losses at June 30, 2016 and December 31, 2015.

 

 - 38 - 

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
June 30,
  For the six months ended
June 30,
(In thousands)  2016  2015  2016  2015
             
Financial Derivatives:                    
Interest rate swaps (non-hedge)  $(1,319)  $(2,125)  $(3,421)  $871 
Interest rate swaps (hedge)   (375)   (8)   (415)   (46)
Net (loss) gain (1)  $(1,694)  $(2,133)  $(3,836)  $825 

 

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

 

During the three months and six months ended June 30, 2016 and 2015, the Company did not record any hedge ineffectiveness.

 

The Company’s interest rate swaps are subject to master netting arrangements and are all with the same counterparty. The Company has not made a policy election to offset its derivative positions.

  

The Company did not have derivative assets presented in the Consolidated Statements of Condition at June 30, 2016.

  

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

 

   December 31, 2015
            Gross Amounts Not Offset in the Consolidated Statement of Condition   
(In thousands)  Gross Amount of Recognized Assets  Gross Amount Offset in the Statement of Condition  Net Amount of Assets Presented in the Statement of Condition  Financial Instruments  Cash Collateral Received  Net Amount
                               
Interest rate swaps  $48   $-   $48   $48   $-   $- 

 

 - 39 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016
            Gross Amounts Not Offset in the Consolidated Statement of Condition   
(In thousands)  Gross Amount of Recognized Liabilities  Gross Amount Offset in the Statement of Condition  Net Amount of Liabilities Presented in the Statement of Condition  Financial Instruments  Cash Collateral Pledged  Net Amount
                               
Interest rate swaps  $16,201   $-   $16,201   $-   $16,201   $- 

 

   December 31, 2015
            Gross Amounts Not Offset in the Consolidated Statement of Condition   
(In thousands)  Gross Amount of Recognized Liabilities  Gross Amount Offset in the Statement of Condition  Net Amount of Liabilities Presented in the Statement of Condition  Financial Instruments  Cash Collateral Pledged  Net Amount
                               
Interest rate swaps  $4,314   $-   $4,314   $48   $4,266   $- 

 

13.Income Taxes

 

Flushing Financial Corporation files consolidated Federal and combined New York State and New York City income tax returns with its subsidiaries, with the exception of the Company’s trusts, which file separate Federal income tax returns as trusts, and Flushing Preferred Funding Corporation, which files a separate Federal income tax return as a real estate investment trust. Additionally, the Bank files New Jersey State tax returns.

 

Income tax provisions are summarized as follows:

 

   For the three months ended
June 30,
  For the six months ended
June 30,
(In thousands)  2016  2015  2016  2015
Federal:                    
Current  $16,228   $11,153   $19,888   $14,067 
Deferred   (1,025)   (3,998)   62    (2,660)
Total federal tax provision   15,203    7,155    19,950    11,407 
State and Local:                    
Current   5,976    4,148    6,361    4,855 
Deferred   (462)   (1,782)   21    (1,195)
Total state and local tax provision   5,514    2,366    6,382    3,660 
                     
Total income tax provision  $20,717   $9,521   $26,332   $15,067 

 

 - 40 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The effective tax rate was 40.5% and 39.1% for the three months ended June 30, 2016 and 2015, respectively, and 39.7% and 39.0% for the six months ended June 30, 2016 and 2015, respectively. The increase in the effective tax rate reflects the reduced impact of preferential tax items, as a result of the gain on sale of one of our properties in Flushing, Queens recorded during the three months ended June 30, 2016.

 

The effective rates differ from the statutory federal income tax rate as follows:

 

   For the three months
ended June 30,
  For the six months
ended June 30,
(dollars in thousands)  2016  2015  2016  2015
                
Taxes at federal statutory rate  $17,903    35.0%  $8,524    35.0%  $23,215    35.0%  $13,522    35.0%
Increase (reduction) in taxes resulting from:                                        
State and local income tax, net of Federal income tax benefit   3,584    7.0    1,538    6.3    4,148    6.3    2,379    6.2 
Other   (770)   (1.5)   (541)   (2.2)   (1,031)   (1.6)   (834)   (2.2)
Taxes at effective rate  $20,717    40.5%  $9,521    39.1%  $26,332    39.7%  $15,067    39.0%

 

The Company has recorded a deferred tax asset of $33.4 million at June 30, 2016, which is included in “Other assets” in the Consolidated Statements of Financial Condition. This represents the anticipated net federal, state and local tax benefits expected to be realized in future years upon the utilization of the underlying tax attributes comprising this balance. The Company has reported taxable income for federal, state, and local tax purposes in each of the past three fiscal years. In management’s opinion, in view of the Company’s previous, current and projected future earnings trend, the probability that some of the Company’s $25.4 million deferred tax liability can be used to offset a portion of the deferred tax asset, as well as certain tax planning strategies, it is more likely than not that the deferred tax asset will be fully realized. Accordingly, no valuation allowance was deemed necessary for the deferred tax asset at June 30, 2016.

 

14.Accumulated Other Comprehensive Income:

 

The following table sets forth the changes in accumulated other comprehensive income by component for the three months ended June 30, 2016:

 

   Unrealized Gains
and (Losses) on
Available for Sale
Securities
  Defined Benefit
Pension Items
  Total
   (In thousands)
          
Beginning balance, net of tax  $6,249   $(4,938)  $1,311 
Other comprehensive income before reclassifications, net of tax   1,674    -   $1,674 
                
Amounts reclassified from accumulated other comprehensive income, net of tax   -    103    103 
                
Net current period other comprehensive income, net of tax   1,674    103    1,777 
                
Ending balance, net of tax  $7,923   $(4,835)  $3,088 

 

 - 41 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

The following table sets forth the changes in accumulated other comprehensive income by component for the three months ended June 30, 2015:

 

   Unrealized Gains
and (Losses) on
Available for Sale
Securities
  Defined Benefit
Pension Items
  Total
   (In thousands)
          
Beginning balance, net of tax  $7,724   $(6,131)  $1,593 
Other comprehensive income before reclassifications, net of tax   (5,477)   -   $(5,477)
                
Amounts reclassified from accumulated other comprehensive income, net of tax   (36)   164    128 
                
Net current period other comprehensive income, net of tax   (5,513)   164    (5,349)
                
Ending balance, net of tax  $2,211   $(5,967)  $(3,756)

 

The following table sets forth the changes in accumulated other comprehensive income by component for the six months ended June 30, 2016:

 

   Unrealized Gains
and (Losses) on
Available for Sale
Securities
  Defined Benefit
Pension Items
  Total
   (In thousands)
          
Beginning balance, net of tax  $(521)  $(5,041)  $(5,562)
Other comprehensive income before reclassifications, net of tax   8,444    -   $8,444 
                
Amounts reclassified from accumulated other comprehensive income, net of tax   -    206    206 
                
Net current period other comprehensive income, net of tax   8,444    206    8,650 
                
Ending balance, net of tax  $7,923   $(4,835)  $3,088 

 

The following table sets forth the changes in accumulated other comprehensive income by component for the six months ended June 30, 2015:

 

   Unrealized Gains
and (Losses) on
Available for Sale
Securities
  Defined Benefit
Pension Items
  Total
   (In thousands)
Beginning balance, net of tax  $3,392   $(6,299)  $(2,907)
Other comprehensive income before reclassifications, net of tax   (1,145)   -    (1,145)
                
Amounts reclassified from accumulated other comprehensive income, net of tax   (36)   332    296 
                
Net current period other comprehensive income, net of tax   (1,181)   332    (849)
                
Ending balance, net of tax  $2,211   $(5,967)  $(3,756)

 

 - 42 - 

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 by component for the periods indicated:

 

For the three months ended June 30, 2016
       
Details about Accumulated Other
Comprehensive Income Components
  Amounts Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Statement
Where Net Income is Presented
   (In thousands)   
Unrealized gains on available for sale securities:  $2,363    Net gain on sale of securities
    (1,013)   Tax expense
   $1,350    Net of tax
         
Amortization of defined benefit pension items:        
Actuarial losses  $(192)(1)   Other expense
Prior service credits   12(1)   Other expense
    (180)  Total before tax
    77    Tax benefit
   $(103)   Net of tax

 

For the three months ended June 30, 2015
       
Details about Accumulated Other
Comprehensive Income Components
  Amounts Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Statement
Where Net Income is Presented
(Dollars in thousands)
       
Unrealized gains on available for sale securities:  $64    Net gain on sale of securities
    (28)   Tax expense
   $36    Net of tax
         
Amortization of defined benefit pension items:        
Actuarial losses  $(306)(1)   Other expense
Prior service credits   12(1)   Other expense
    (294)  Total before tax
    130    Tax benefit
   $(164)   Net of tax

 

(1)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See Note 10 of the Notes to Consolidated Financial Statements “Pension and Other Postretirement Benefit Plans”.)

 

 - 43 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

For the six months ended June 30, 2016
Details about Accumulated Other
Comprehensive Income Components
  Amounts Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Statement
Where Net Income is Presented
(Dollars in thousands)
       
Unrealized gains on available for sale securities:  $2,363    Net gain on sale of securities
    (1,013)   Tax expense
   $1,350    Net of tax
         
Amortization of defined benefit pension items:        
Actuarial losses  $(384)(1)   Other expense
Prior service credits   23(1)   Other expense
    (361)  Total before tax
    155    Tax benefit
   $(206)   Net of tax

 

For the six months ended June 30, 2015
Details about Accumulated Other
Comprehensive Income Components
  Amounts Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Statement
Where Net Income is Presented
(Dollars in thousands)
       
Unrealized gains on available for sale securities:  $64    Net gain on sale of securities
    (28)   Tax expense
   $36    Net of tax
         
Amortization of defined benefit pension items:        
Actuarial losses  $(613)(1)   Other expense
Prior service credits   23(1)   Other expense
    (590)  Total before tax
    258    Tax benefit
   $(332)   Net of tax

 

(1)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See Note 10 of the Notes to Consolidated Financial Statements “Pension and Other Postretirement Benefit Plans”.)

 

 - 44 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

15.Regulatory Capital

 

Under current capital regulations, the Bank is required to comply with four separate capital adequacy standards. As of June 30, 2016, the Bank continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. In 2016, a Capital Conservation Buffer (“CCB”) requirement became effective for banks. The CCB is designed to establish a capital range above minimum capital requirements and impose constraints on dividends, share buybacks and discretionary bonus payments when capital levels fall below prescribed levels. The minimum CCB in 2016 is 0.625% and increases 0.625% annually through 2019 to 2.5%. The CCB for the Bank at June 30, 2016 was 4.7%.

 

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

 

   June 30, 2016  December 31, 2015
   Amount  Percent of
Assets
  Amount  Percent of
Assets
   (Dollars in thousands)   
             
Tier I (leverage) capital:                    
Capital level  $522,961    8.89%  $494,690    8.89%
Requirement to be well capitalized   294,004    5.00    278,175    5.00 
Excess   228,957    3.89    216,515    3.89 
                     
Common Equity Tier I risk-based capital:                    
Capital level  $522,961    12.20%  $494,690    12.62 
Requirement to be well capitalized   278,653    6.50    254,768    6.50 
Excess   244,308    5.70    239,922    6.12 
                     
Tier 1 risk-based capital:                    
Capital level  $522,961    12.20%  $494,690    12.62%
Requirement to be well capitalized   342,958    8.00    313,560    8.00 
Excess   180,003    4.20    181,130    4.62 
                     
Total risk-based capital:                    
Capital level  $545,159    12.72%  $516,226    13.17%
Requirement to be well capitalized   428,697    10.00    391,950    10.00 
Excess   116,462    2.72    124,276    3.17 

 

The Holding Company is subject to the same regulatory capital requirements as the Bank. As of June 30, 2016, the Holding Company continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Holding Company at June 30, 2016 was 4.6%.

 

 - 45 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

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

 

   June 30, 2016  December 31, 2015
   Amount  Percent of
Assets
  Amount  Percent of
Assets
   (Dollars in thousands)   
             
Tier I (leverage) capital:                    
Capital level  $516,551    8.80%  $490,919    8.84%
Requirement to be well capitalized   293,532    5.00    277,611    5.00 
Excess   223,019    3.80    213,308    3.84 
                     
Common Equity Tier I risk-based capital:                    
Capital level  $490,015    11.45%  $462,883    11.83 
Requirement to be well capitalized   278,140    6.50    254,335    6.50 
Excess   211,875    4.95    208,548    5.33 
                     
Tier 1 risk-based capital:                    
Capital level  $516,551    12.07%  $490,919    12.55%
Requirement to be well capitalized   342,326    8.00    313,028    8.00 
Excess   174,225    4.07    177,891    4.55 
                     
Total risk-based capital:                    
Capital level  $538,749    12.59%  $512,454    13.10%
Requirement to be well capitalized   427,907    10.00    391,285    10.00 
Excess   110,842    2.59    121,169    3.10 

 

16.New Authoritative Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments – Credit Losses” which sets forth a “current expected credit loss” (“CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and will apply to the measurement of credit losses on financial assets measured at amortized cost and to some off-balance sheet credit exposures. This ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation”, which introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity also should recognize excess tax benefits, and assess the need for a valuation allowance, regardless of whether the benefit reduces taxes payable in the current period. That is, off balance sheet accounting for net operating losses stemming from excess tax benefits would no longer be required and instead such net operating losses would be recognized when they arise. Existing net operating losses that are currently tracked off balance sheet would be recognized, net of a valuation allowance if required, through an adjustment to opening retained earnings in the period of adoption. Entities will no longer need to maintain and track an additional paid in capital pool. The ASU also requires excess tax benefits to be classified along with other income tax cash flows as an operating activity in the statement of cash flows. In addition, the ASU elevates the statutory tax withholding threshold to qualify for equity classification up to the maximum statutory tax rates in the applicable jurisdiction(s). The ASU also clarifies that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. The ASU provides an optional accounting policy election (with limited exceptions), to be applied on an entity-wide basis, to either estimate the number of awards that are expected to vest (consistent with existing U.S. GAAP) or account for forfeitures when they occur. The amendments are effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We are currently evaluating the impact of adopting this new guidance on our consolidated results of operations and financial condition.

 

 - 46 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases”. From the lessee's perspective, the new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor's perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor doesn’t convey risks and rewards or control, an operating lease results. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. A modified retrospective transition approach is required for lessors for sales-type, direct financing, and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of adopting this new guidance on our consolidated results of operations and financial condition.

 

In January 2016, FASB issued ASU No. 2016-01 “Financial Instruments” which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in other comprehensive income the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of available for sale debt securities in combination with other deferred tax assets. The ASU provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The ASU also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. The amendments are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted for the changes that affect the Company. We are currently evaluating the impact of adopting this new guidance on our consolidated results of operations and financial condition.

 

 

 

 - 47 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion 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, 2015. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.

 

As used in this Quarterly Report, the words “we,” “us,” “our” and the “Company” are used to refer to Flushing Financial Corporation and its direct and indirect wholly owned subsidiaries, Flushing Bank (the “Bank”), Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc.

 

Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2015. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have no obligation to update these forward-looking statements.

 

Executive Summary

 

We are a Delaware corporation organized in May 1994. The Bank was organized in 1929 as a New York State-chartered mutual savings bank. The Bank converted from a federally chartered mutual savings bank to a federally chartered stock savings bank on November 21, 1995, at which time Flushing Financial Corporation acquired all of the stock of the Bank. In 2013, the Bank’s charter was changed to a full-service New York State chartered commercial bank, and its name was changed to Flushing Bank. As a result of the Bank’s change in charter to a full-service New York State chartered commercial bank, the Bank’s primary regulator became the New York State Department of Financial Services, and its primary federal regulator became the Federal Deposit Insurance Corporation (“FDIC”). Deposits are insured to the maximum allowable amount by the FDIC. Additionally, the Bank is a member of the Federal Home Loan Bank system. The primary business of Flushing Financial Corporation has been the operation of the Bank. The Bank owns three subsidiaries: Flushing Preferred Funding Corporation, Flushing Service Corporation, and FSB Properties Inc. The Bank also operates an internet branch, iGObanking.com®. The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the Bank, issuances of junior subordinated debt, and issuances of equity securities. Flushing Financial Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”

 

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) construction loans, primarily for residential properties; (3) Small Business Administration (“SBA”) loans and other small business loans; (4) mortgage loan surrogates such as mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities. We also originate certain other consumer loans including overdraft lines of credit. Our results of operations depend primarily on net interest income, which is the difference between the income earned on its interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. We also generate non-interest income from loan fees, service charges on deposit accounts, mortgage servicing fees, and other fees, income earned on Bank Owned Life Insurance (“BOLI”), dividends on Federal Home Loan Bank of New York stock and net gains and losses on sales of securities and loans. Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations also can be significantly affected by our periodic provision for loan losses and specific provision for losses on real estate owned.

 

 - 48 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

 

Our strategy is to continue our focus on being an institution serving consumers, businesses, and governmental units in our local markets. In furtherance of this objective, we intend to:

 

·continue our emphasis on the origination of multi-family residential mortgage loans, commercial business loans and commercial real estate mortgage loans;

 

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

 

·maintain asset quality;

 

·manage deposit growth and maintain a low cost of funds through

 

§business banking deposits,
§personal accounts,
§municipal deposits through government banking, and
§new customer relationships via iGObanking.com®;

 

·cross sell to lending and deposit customers;

 

·take advantage of market disruptions to attract talent and customers from competitors;

 

·manage interest rate risk and capital; and

 

·manage enterprise-wide risk.

 

There can be no assurance that we will be able to effectively implement this strategy. Our strategy is subject to change by the Board of Directors.

 

Our investment policy, which is approved by the Board of Directors, is designed primarily to manage the interest rate sensitivity of our overall assets and liabilities, to generate a favorable return without incurring undue interest rate risk and credit risk, to complement our lending activities and to provide and maintain liquidity. In establishing our investment strategies, we consider our business and growth strategies, the economic environment, our interest rate risk exposure, our interest rate sensitivity “gap” position, the types of securities to be held and other factors. We classify our investment securities as available for sale or held-to-maturity.

 

We carry a portion of our financial assets and financial liabilities at fair value and record changes in their fair value through earnings in non-interest income on our Consolidated Statements of Income and Comprehensive Income. A description of the financial assets and financial liabilities that are carried at fair value through earnings can be found in Note 11 of the Notes to the Consolidated Financial Statements.

 

During the second quarter of 2016 we sold one of our properties in Flushing, Queens, realizing a pre-tax gain of $33.8 million. The planned sale is part of our greater strategy of reducing our non interest-earning assets and re-deploying those assets into our growing markets. The recent quarter also includes the impact of the extinguishment of $38.0 million in repurchase agreements, at an average cost of 4.16%, which were scheduled to mature in late 2017. A $2.1 million prepayment penalty was incurred as part of this transaction. In connection with the extinguishment of debt, we sold $64.6 million of securities, which were yielding 3.03%, recognizing a gain on sale of $2.4 million.

 

The trend of improving credit quality continued during the three months ended June 30, 2016, as we continued to see improvements in non-performing assets. Non-performing assets were $25.6 million at June 30, 2016, which was a decrease of $4.3 million, or 14.4%, from March 31, 2016. Non-accrual loans decreased $1.7 million, or 7.8%, during the second quarter to $20.4 million, and are at their lowest level since 2008. Net recoveries for the three months ended June 30, 2016 were $0.2 million. Our strong underwriting standards coupled with our practice of obtaining updated appraisals and recording charge-offs, when necessary, has resulted in a 46.6% average loan-to-value ratio on our collateral dependent loans reviewed for impairment at June 30, 2016.

 

Net loans increased $237.5 million, or 5.4%, during the second quarter of 2016. Loan originations and purchases for the three months ended June 30, 2016 totaled $387.9 million. The quarter included purchases of $98.4 million in multi-family real estate loans, $13.9 million in commercial real estate loans and $13.7 million in commercial business loans, at a yield of 3.45%. During the three months ended June 30, 2016, originations and purchases were primarily multi-family real estate, commercial real estate and commercial business loans as originations and purchases of these loan types accounted for 95.1% of the quarter’s originations. The weighted average yield on loan originations and purchases was 3.71% for the second quarter of 2016 compared to 3.77% and 3.79% for the quarters ended March 31, 2016 and June 30, 2015, respectively. Loan applications in process were $329.8 million at June 30, 2016 compared to $436.5 million at March 31, 2016.

 

 - 49 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Our net interest margin for the second quarter of 2016 was 2.99%, a decrease of one basis point from the trailing quarter. Included in net interest income are prepayment penalties on loans and interest recovered from non-accrual loans. The trailing quarter had an elevated level of prepayment penalty income from loans, while interest recovered from non-accrual loans was slightly higher in the recent quarter. Absent prepayment penalty income and recovered interest, the net interest margin would have increased by four basis points to 2.87% for the second quarter of 2016 from 2.83% for the first quarter of 2016.

 

The Bank and Company are subject to same regulatory capital requirements. At June 30, 2016, the Bank and Company were considered to be well-capitalized under all regulatory requirements. At June 30, 2016, the Bank’s capital ratios for Tier 1 leverage, Common Equity Tier 1, Tier 1 Risk-based, and Total Risk-based capital were 8.89%, 12.20%, 12.20% and 12.72%, respectively. At June 30, 2016, the Company’s capital ratios for Tier 1 leverage, Common Equity Tier 1, Tier 1 Risk-based, and Total Risk-based capital were 8.80%, 11.45%, 12.07% and 12.59%, respectively.

 

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2016 AND 2015

 

General. Net income for the three months ended June 30, 2016 was $30.4 million, an increase of $15.6 million, or 105.2%, compared to $14.8 million for the three months ended June 30, 2015. Diluted earnings per common share were $1.05 for the three months ended June 30, 2016, an increase of $0.54, or 105.9%, from $0.51 for the three months ended June 30, 2015.

 

Return on average equity increased to 25.0% for the three months ended June 30, 2016 from 12.7% for the three months ended June 30, 2015. Return on average assets increased to 2.1% for the three months ended June 30, 2016 from 1.1% for the three months ended June 30, 2015.

 

Interest Income. Total interest and dividend income increased $4.9 million, or 9.7%, to $55.1 million for the three months ended June 30, 2016 from $50.2 million for the three months ended June 30, 2015. The increase in interest income was primarily attributable to an increase of $579.2 million in the average balance of interest-earning assets to $5,612.9 million for the three months ended June 30, 2016 from $5,033.7 million for the comparable prior year period, partially offset by a decrease of six basis points in the yield of interest-earning assets to 3.93% for the three months ended June 30, 2016 from 3.99% in the comparable prior year period. The decline in the yield on interest-earning assets of six basis points was primarily due to a 19 basis point reduction in the yield of total loans, net to 4.24% for the three months ended June 30, 2016 from 4.43% for the three months ended June 30, 2015. The yield on interest-earning assets was positively impacted by an increase of $585.1 million in the average balance of higher yielding total loans, net to $4,567.0 million for the three months ended June 30, 2016 from $3,981.9 million for the comparable prior year period. Additionally, the yield on the securities portfolio increased 20 basis points to 2.66% for three months ended June 30, 2016, from 2.46% for the comparable prior year period. The 19 basis point decrease in the yield on the total loans, net was primarily due to the decline in the rates earned on new loan originations and purchases, as compared to the existing portfolio, loans modifying to lower rates, and higher yielding loans prepaying. Excluding prepayment penalty income and recovered interest from loans, the yield on total loans, net, would have decreased 17 basis points to 4.10% for the three months ended June 30, 2016 from 4.27% for the three months ended June 30, 2015. The 20 basis point increase in the yield on the securities portfolio was primarily due to the current year including $89.3 million in purchases at an average yield of 2.92%.

 

Interest Expense. Interest expense increased $1.1 million, or 9.3%, to $13.2 million for the three months ended June 30, 2016 from $12.1 million for the three months ended June 30, 2015. The increase in interest expense was primarily due to an increase of $503.3 million in the average balance of interest-bearing liabilities to $5,046.2 million for the three months ended June 30, 2016, from $4,542.9 million for the comparable prior year period. This increase in interest expense was partially offset by a decrease of two basis points in the cost of total deposits to 0.84% for the three months ended June 30, 2016 from 0.86% for the comparable prior year period. The decline in the cost of total deposits was primarily due to a decrease of nine basis points in the cost of certificates of deposit, primarily resulting from maturing issuances being replaced at lower rates. This decrease was partially offset by increases of 19 basis points, four basis points and three basis points in the cost of money market, NOW and savings accounts, respectively, for the three months ended June 30, 2016 from the comparable prior year period. The cost of money market accounts increased primarily due to our shifting Government NOW deposits to a money market product which does not require us to provide collateral, allowing us to invest these funds in higher yielding assets. The cost of NOW and savings accounts both increased primarily due to an increase in the rate we pay on some of our products to attract additional deposits.

 

 - 50 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Net Interest Income. For the three months ended June 30, 2016, net interest income was $41.9 million, an increase of $3.7 million, or 9.8%, from $38.1 million for the three months ended June 30, 2015. The increase in net interest income was primarily due to an increase of $579.2 million in the average balance of interest-earning assets to $5,612.9 million for the three months ended June 30, 2016 from $5,033.7 million for the comparable prior year period. The yield earned on interest-earning assets decreased six basis points to 3.93% for the quarter ended June 30, 2016 from 3.99% for the comparable prior year period. The cost of interest-bearing liabilities decreased one basis point to 1.05% for the three months ended June 30, 2016 as compared to 1.06% for the three months ended June 30, 2015. The effects of the above on both the net interest spread and net interest margin were decreases of five basis points to 2.88% and four basis points to 2.99%, respectively, for the quarter ended June 30, 2016, compared to the quarter ended June 30, 2015. Included in net interest income was prepayment penalty income from loans for the three months ended June 30, 2016 and 2015 totaling $1.4 million and $1.5 million, respectively, along with recovered interest from non-accrual loans totaling $0.2 million and $0.1 million, respectively. Without the prepayment penalty income and recovered interest, the net interest margin for the three months ended June 30, 2016 would have been 2.87%, a decrease of three basis points, as compared to 2.90% for the three months ended June 30, 2015.

 

Benefit for Loan Losses. During the three months ended June 30, 2016 no provision for loan losses was recorded, compared to a benefit of $0.5 million recorded during the comparable prior year period. No provision was recorded during the three months ended June 30, 2016 due to the quarterly analysis of the adequacy of the allowance for loan losses indicating that the reserve was at an appropriate level. During the three months ended June 30, 2016, the Bank recorded net recoveries totaling $0.2 million, as we continued to see improvement in credit conditions with non-accrual loans decreasing $1.7 million to $20.4 million from $22.1 million at March 31, 2016. The current average loan-to-value ratio for our non-performing loans collateralized by real estate was 41.8% at June 30, 2016. When we have obtained properties through foreclosure, we have been able to sell the properties at amounts that approximate book value. The Bank continues to maintain conservative underwriting standards. We anticipate that we will continue to see low loss content in our loan portfolio. See “-ALLOWANCE FOR LOAN LOSSES.”

 

Non-Interest Income. Non-interest income for the three months ended June 30, 2016 was $37.7 million, an increase of $27.8 million, or 279.2%, from $9.9 million for the three months ended June 30, 2015. The increase in non-interest income was primarily due to increases of $27.3 million in net gains on sale of buildings and $2.4 million in net gains on sale of securities, partially offset by an increase of $1.9 million in net losses from fair value adjustments as compared to the prior year comparable period.

 

Non-Interest Expense. Non-interest expense was $28.5 million for the three months ended June 30, 2016, an increase of $4.2 million, or 17.3%, from $24.2 million for the three months ended June 30, 2015. The increase in non-interest expense was primarily due to a penalty of $2.1 million on the prepayment of $38.0 million in repurchase agreements and an increase of $0.8 million in salaries and benefits primarily due to annual salary increases and additions in staffing in retail, audit and compliance departments. The second quarter also included an increase of $0.7 million in professional services from increased legal and consulting expenses and $0.3 million in foreclosure expenses. The efficiency ratio improved to 57.1% for the three months ended June 30, 2016 from 57.5% for the three months ended June 30, 2015.

 

Income before Income Taxes. Income before the provision for income taxes increased $26.8 million, or 110.0%, to $51.2 million for the three months ended June 30, 2016 from $24.4 million for the three months ended June 30, 2015 for the reasons discussed above.

 

Provision for Income Taxes. The provision for income taxes for the three months ended June 30, 2016 was $20.7 million, an increase of $11.2 million, or 117.6%, from $9.5 million for the comparable prior year period. The increase was primarily due to an increase of $26.8 million in income before income taxes, and an increase in the effective tax rate to 40.5% for the three months ended June 30, 2016 from 39.1% in the comparable prior year period. The increase in the effective tax rate reflects the reduced impact of preferential tax items as a result of the increase in the gain on sale of buildings.

 

 - 51 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015

 

General. Net income for the six months ended June 30, 2016 was $40.0 million, an increase of $16.4 million, or 69.7%, compared to $23.6 million for the six months ended June 30, 2015. Diluted earnings per common share were $1.38 for the six months ended June 30, 2016, an increase of $0.58, or 72.5%, from $0.80 for the six months ended June 30, 2015.

 

Return on average equity increased to 16.6% for the six months ended June 30, 2016 from 10.2% for the six months ended June 30, 2015. Return on average assets was 1.4% for the six months ended June 30, 2016 from 0.9% for the six months ended June 30, 2015.

 

Interest Income. Total interest and dividend income increased $9.7 million, or 9.7%, to $109.5 million for the six months ended June 30, 2016 from $99.8 million for the six months ended June 30, 2015. The increase in interest income was primarily attributable to an increase of $603.7 million in the average balance of interest-earning assets to $5,551.8 million for the six months ended June 30, 2016 from $4,948.1 million for the comparable prior year period, partially offset by a decrease of nine basis points in the yield of interest-earning assets to 3.94% for the six months ended June 30, 2016 from 4.03% in the comparable prior year period. The decline in the yield on interest-earning assets of nine basis points was primarily due to a 19 basis point reduction in the yield of total loans, net to 4.29% for the six months ended June 30, 2016 from 4.48% for the six months ended June 30, 2015. The yield on interest-earning assets was positively impacted by an increase of $563.0 million in the average balance of higher yielding total loans, net to $4,478.2 million for the six months ended June 30, 2016 from $3,915.2 million for the comparable prior year period. Additionally, the yield on the securities portfolio increased 19 basis points to 2.65% for six months ended June 30, 2016, from 2.46% for the comparable prior year period. The 19 basis point decrease in the yield on the total loans, net was primarily due to the decline in the rates earned on new loan originations and purchases, as compared to the existing portfolio, loans modifying to lower rates, and higher yielding loans prepaying. Excluding prepayment penalty income and recovered interest from loans, the yield on total loans, net, would have decreased 18 basis points to 4.12% for the six months ended June 30, 2016 from 4.30% for the six months ended June 30, 2015. The 19 basis point increase in the yield on the securities portfolio was primarily due to the current year including $89.2 million in purchases at an average yield of 2.94%.

 

Interest Expense. Interest expense increased $2.4 million, or 9.8%, to $26.4 million for the six months ended June 30, 2016 from $24.1 million for the six months ended June 30, 2015. The increase in interest expense was primarily due to an increase of $536.1 million in the average balance of interest-bearing liabilities to $5,002.9 million for the six months ended June 30, 2016, from $4,466.8 million for the comparable prior year period. This increase in interest expense was partially offset by a decrease of three basis points in the cost of total deposits to 0.84% for the six months ended June 30, 2016 from 0.87% for the comparable prior year period. The decline in the cost of total deposits was primarily due to a decrease of 15 basis points in the cost of certificates of deposit, resulting from maturing issuances being replaced at lower rates. This decrease was partially offset by increases of 20 basis points, five basis points and four basis points in the cost of money market, savings and NOW accounts, respectively, for the six months ended June 30, 2016 from the comparable prior year period. The cost of money market accounts increased primarily due to our shifting Government NOW deposits to a money market product which does not require us to provide collateral, allowing us to invest these funds in higher yielding assets. The cost of NOW and savings accounts both increased primarily due to an increase in the rate we pay on some of our products to attract additional deposits.

 

Net Interest Income. For the six months ended June 30, 2016, net interest income was $83.0 million, an increase of $7.3 million, or 9.7%, from $75.7 million for the six months ended June 30, 2015. The increase in net interest income was primarily due to an increase of $603.7 million in the average balance of interest-earning assets to $5,551.8 million for the six months ended June 30, 2016 from $4,948.1 million for the comparable prior year period. The yield earned on interest-earning assets decreased nine basis points to 3.94% for the six months ended June 30, 2016 from 4.03% for the comparable prior year period. The cost of interest-bearing liabilities decreased six basis points to 1.06% for the six months ended June 30, 2016 as compared to 1.08% for the six months ended June 30, 2015. The effects of the above on both the net interest spread and net interest margin were decreases of seven basis points to 2.88% and 2.99%, respectively, for the six months ended June 30, 2016, compared to the six months ended June 30, 2015. Included in net interest income was prepayment penalty income from loans for the six months ended June 30, 2016 and 2015 totaling $3.5 million and $2.7 million, respectively, along with recovered interest from non-accrual loans totaling $0.3 million and $0.7 million, respectively. Without the prepayment penalty income and recovered interest, the net interest margin for the six months ended June 30, 2016 would have been 2.85%, a decrease of seven basis points, as compared to 2.92% for the six months ended June 30, 2015.

 

 - 52 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Benefit for Loan Losses. During the six months ended June 30, 2016 no provision for loan losses was recorded, compared to a benefit of $1.3 million recorded during the comparable prior year period. No provision was recorded during the six months ended June 30, 2016 due to the quarterly analysis of the adequacy of the allowance for loan losses indicating that the reserve was at an appropriate level. During the six months ended June 30, 2016, the Bank recorded net recoveries totaling $0.7 million, as we continue to see improvement in credit conditions with non-accrual loans decreasing $2.4 million to $20.4 million from $22.8 million at December 31, 2015. The current average loan-to-value ratio for our non-performing loans collateralized by real estate was 41.8% at June 30, 2016. When we have obtained properties through foreclosure, we have been able to sell the properties at amounts that approximate book value. The Bank continues to maintain conservative underwriting standards. We anticipate that we will continue to see low loss content in our loan portfolio. See “-ALLOWANCE FOR LOAN LOSSES.”

 

Non-Interest Income. Non-interest income for the six months ended June 30, 2016 was $40.3 million, an increase of $28.4 million, or 238.9%, from $11.9 million for the six months ended June 30, 2015. The increase in non-interest income was primarily due to increases of $27.3 million in net gains on sale of buildings and $2.4 million in net gains on sale of securities, partially offset by an increase of $2.3 million in net losses from fair value adjustments as compared to the prior year comparable period.

 

Non-Interest Expense. Non-interest expense was $57.0 million for the six months ended June 30, 2016, an increase of $6.8 million, or 13.5%, from $50.2 million for the six months ended June 30, 2015. The increase in non-interest expense was primarily due to an increase of $2.4 million in salaries and benefits primarily due to annual salary increases and additions in staffing in retail, audit and compliance departments, as well as increases in production incentives and the cost of split dollar life insurance benefits. The six months ended June 30, 2016 also included a penalty of $2.1 million on the prepayment of $38.0 million in repurchase agreements and increases of $1.0 million in professional services expense from increased legal and consulting expenses, $0.7 million in other operating expense due to the growth of the Bank and $0.6 million in depreciation and amortization expense, primarily due to the opening of two new branches along with the move to our new corporate headquarters both occurring in 2015. The efficiency ratio improved to 60.8% for the six months ended June 30, 2016 from 61.2% for the six months ended June 30, 2015.

 

Income before Income Taxes. Income before the provision for income taxes increased $27.7 million, or 71.7%, to $66.3 million for the six months ended June 30, 2016 from $38.6 million for the six months ended June 30, 2015 for the reasons discussed above.

 

Provision for Income Taxes. The provision for income taxes for the six months ended June 30, 2016 was $26.3 million, an increase of $11.3 million, or 74.8%, from $15.1 million for the comparable prior year period. The increase was primarily due to an increase of $27.7 million in income before income taxes, and an increase in the effective tax rate to 39.7% for the six months ended June 30, 2016 from 39.0% in the comparable prior year period. The increase in the effective tax rate reflects the reduced impact of preferential tax items as a result of the increase in the gain on sale of buildings.

 

FINANCIAL CONDITION

 

Assets. Total assets at June 30, 2016 were $5,986.7 million, an increase of $282.1 million, or 4.9%, from $5,704.6 million at December 31, 2015. Total loans, net increased $307.6 million, or 7.0%, during the six months ended June 30, 2016 to $4,674.1 million from $4,366.4 million at December 31, 2015. Loan originations and purchases were $617.1 million for the six months ended June 30, 2016, an increase of $113.7 million, or 22.6%, from $503.4 million for the six months ended June 30, 2015. During the six months ended June 30, 2016, we continued to focus on the origination of multi-family residential, commercial real estate and commercial business loans with a full relationship. The loan pipeline totaled $329.8 million at June 30, 2016 compared to $330.5 million at December 31, 2015.

 

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

 

 - 53 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

   For the three months  For the six months
   ended June 30,  ended June 30,
(In thousands)  2016  2015  2016  2015
Multi-family residential (1)  $162,364   $50,429   $232,007   $177,175 
Commercial real estate (2)   114,007    57,331    176,144    143,726 
One-to-four family – mixed-use property   11,630    9,916    29,875    24,897 
One-to-four family – residential   4,195    8,975    13,688    22,078 
Co-operative apartments   470    450    470    450 
Construction   2,427    845    4,114    1,387 
Small Business Administration   314    5,233    6,315    6,481 
Commercial business and other (3)   92,456    63,704    154,490    127,211 
Total  $387,863   $196,883   $617,103   $503,405 

 

(1)Includes purchases of $98.4 million for the three and six months ended June 30, 2016 and $99.9 million for the six months ended June 30, 2015. There were no purchases during the three months ended June 30, 2015.
(2)Includes purchases of $13.9 million for the three months ended June 30, 2016. There were no purchases during the three months ended June 30, 2015. Includes purchases of $25.9 million and $11.0 million for the six months ended June 30, 2016 and 2015, respectively.
(3)Includes purchases of $13.7 million and $14.8 million for the three months ended June 30, 2016 and 2015, respectively. Includes purchases of $13.7 million and $15.2 million for the six months ended June 30, 2016 and 2015, 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 during the second quarter of 2016 had an average loan-to-value ratio of 53.7% and an average debt coverage ratio of 184%.

 

The Bank’s non-performing assets totaled $25.6 million at June 30, 2016, a decrease of $5.4 million, or 17.5%, from $31.0 million at December 31, 2015. Total non-performing assets as a percentage of total assets were 0.43% at June 30, 2016 compared to 0.54% at December 31, 2015. The ratio of allowance for loan losses to total non-performing loans was 101.3% at June 30, 2016 and 82.6% at December 31, 2015. See – “TROUBLED DEBT RESTRUCUTURED AND NON-PERFORMING ASSETS.”

 

During the six months ended June 30, 2016, mortgage-backed securities decreased $88.2 million, or 13.2%, to $580.5 million from $668.7 million at December 31, 2015. The decrease in mortgage-backed securities during the six months ended June 30, 2016 was primarily due to sales of $64.6 million at an average yield of 3.03% and principal repayments of $47.8 million, which were partially offset by purchases of $13.1 million at an average yield of 2.65% and an increase of $12.2 million in the fair value of mortgage-backed securities.

 

During the six months ended June 30, 2016, other securities, including securities held-to-maturity, increased $66.2 million, or 20.0%, to $397.0 million from $330.8 million at December 31, 2015. The increase in other securities during the six months ended June 30, 2016 was primarily due to purchases of $76.2 million at an average yield of 2.97% and an increase of $2.7 million in the fair value of other securities, which was partially offset by maturities totaling $11.5 million. Other securities primarily consist of securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, collateralized loan obligations and corporate bonds.

 

Liabilities. Total liabilities were $5,477.8 million at June 30, 2016, an increase of $246.3 million, or 4.7%, from $5,231.6 million at December 31, 2015. During the six months ended June 30, 2016, due to depositors increased $39.6 million, or 1.0%, to $3,895.3 million, due to increases of $31.4 million in core deposits and $8.2 million in certificates of deposit. The increase in core deposits was due to increases of $47.6 million and $4.8 million in demand and NOW accounts, respectively, partially offset by decreases of $19.9 million and $1.2 million in money market and savings accounts, respectively. Borrowed funds increased $173.1 million during the six months ended June 30, 2016. The increase in borrowed funds was primarily due to a net increase in short-term borrowings to replace the seasonal outflow of Government deposits which are expected to return during the quarter ended September 30, 2016. During the six months ended June 30, 2016, a net increase of $215.0 million in short-term borrowings at an average cost of 0.56% and the addition of $150.0 million in long-term borrowings at an average cost of 1.42%, were partially offset by the maturity of $152.6 million in long-term borrowings at an average cost of 1.10% and the prepayment of repurchase agreements totaling $38.0 million at an average cost of 4.16%.

 

 - 54 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Equity. Total stockholders’ equity increased $35.8 million, or 7.6%, to $508.9 million at June 30, 2016 from $473.1 million at December 31, 2015. Stockholders’ equity increased primarily due to net income of $40.0 million, an increase in other comprehensive income totaling $8.7 million, primarily due to an increase in the fair value of the securities portfolio and the net impact totaling $4.5 million from the vesting and exercising of shares of employee and director stock plans. These increases were partially offset by the declaration and payment of dividends on the Company’s common stock of $0.34 per common share totaling $9.9 million and the purchase of 378,695 treasury shares, at an average price of $19.78 per share, for a total cost of $7.5 million. Book value per common share was $17.77 at June 30, 2016 compared to $16.41 at December 31, 2015.

 

Cash flow. During the six months ended June 30, 2016, funds provided by the Company's operating activities amounted to $31.5 million. These funds combined with $204.2 million provided from financing activities were utilized to fund net investing activities of $227.9 million. The Company's primary business objective is the origination and purchase of multi-family residential loans, commercial business loans and commercial real estate mortgage loans and to a lesser extent one-to-four family (including mixed-use properties) and SBA loans. During the six months ended June 30, 2016, the net total of loan originations and purchases less loan repayments and sales was $289.8 million. During the six months ended June 30, 2016, the Company also funded $61.6 million in purchases of securities available for sale and $27.7 million in securities held-to-maturity. During the six months ended June 30, 2016, funds were provided by net increases in short-term borrowing of $215.0 million and total deposits of $48.3 million and an increase of $150.0 million in long-term borrowings. Additionally, funds were provided by $120.9 million in proceeds from maturities, sales, calls and prepayments of securities available for sale and the sale of buildings totaling $34.3 million. In addition to funding loan growth, these funds were used to repay $190.6 million in long-term borrowings. The Company also used funds of $9.9 million and $9.1 million for dividend payments and purchases of treasury stock, respectively, during the six months ended June 30, 2016.

 

INTEREST RATE RISK

 

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

 

The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management prepares the “Earnings and Economic Exposure to Changes in Interest Rate” report for review by the Board of Directors, as summarized below. This report quantifies the potential changes in net interest income and net portfolio value should interest rates go up or down (shocked) 200 basis points, assuming the yield curves of the rate shocks will be parallel to each other. The Company’s regulators currently place focus on the net portfolio value, focusing on a rate shock up or down of 200 basis points. Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. All changes in income and value are measured as percentage changes from the projected net interest income and net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at June 30, 2016. Various estimates regarding prepayment assumptions are made at each level of rate shock. However, prepayment penalty income is excluded from this analysis. Actual results could differ significantly from these estimates. At June 30, 2016, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.

 

 - 55 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

The following table presents the Company’s interest rate shock as of June 30, 2016:

 

   Projected Percentage Change In   
   Net Interest  Net Portfolio  Net Portfolio
Change in Interest Rate  Income  Value  Value Ratio
-200 Basis points   -0.95%   11.01%   11.06%
-100 Basis points   1.07    7.53    10.88 
Base interest rate   0.00    0.00    10.40 
+100 Basis points   -5.05    -11.05    9.52 
+200 Basis points   -10.68    -24.12    8.38 

 

 

 

 

 

 

 

 

 - 56 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

AVERAGE BALANCES

 

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. The following table sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the three months ended June 30, 2016 and 2015, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.

 

   For the three months ended June 30,
   2016  2015
   Average     Yield/  Average     Yield/
   Balance  Interest  Cost  Balance  Interest  Cost
Assets  (Dollars in thousands)
Interest-earning assets:                              
Mortgage loans, net  $3,983,615   $42,969    4.31%  $3,476,163   $39,737    4.57%
Other loans, net   583,404    5,444    3.73    505,745    4,347    3.44 
Total loans, net (1)   4,567,019    48,413    4.24    3,981,908    44,084    4.43 
Taxable securities:                              
Mortgage-backed securities   599,247    3,707    2.47    706,510    4,340    2.46 
Other securities   249,956    2,133    3.41    148,244    887    2.39 
Total taxable securities   849,203    5,840    2.75    854,754    5,227    2.45 
Tax-exempt securities: (2)                              
Other securities   147,230    790    2.15    137,270    879    2.56 
Total tax-exempt securities   147,230    790    2.15    137,270    879    2.56 
Interest-earning deposits and                              
federal funds sold   49,483    48    0.39    59,762    32    0.21 
Total interest-earning assets   5,612,935    55,091    3.93    5,033,694    50,222    3.99 
Other assets   284,923              275,769           
Total assets  $5,897,858             $5,309,463           
                               
Liabilities and Equity                              
Interest-bearing liabilities:                              
Deposits:                              
Savings accounts  $265,856    306    0.46   $268,791    291    0.43 
NOW accounts   1,612,704    1,962    0.49    1,475,574    1,651    0.45 
Money market accounts   483,317    681    0.56    331,117    307    0.37 
Certificate of deposit accounts   1,417,379    5,121    1.45    1,340,456    5,165    1.54 
Total due to depositors   3,779,256    8,070    0.85    3,415,938    7,414    0.87 
Mortgagors' escrow accounts   67,728    27    0.16    62,906    23    0.15 
Total deposits   3,846,984    8,097    0.84    3,478,844    7,437    0.86 
Borrowed funds   1,199,178    5,105    1.70    1,064,055    4,645    1.75 
Total interest-bearing liabilities   5,046,162    13,202    1.05    4,542,899    12,082    1.06 
Non interest-bearing deposits   296,597              242,732           
Other liabilities   68,838              58,214           
Total liabilities   5,411,597              4,843,845           
Equity   486,261              465,618           
Total liabilities and equity  $5,897,858             $5,309,463           
                               
Net interest income /                              
net interest rate spread       $41,889    2.88%       $38,140    2.93%
                               
Net interest-earning assets /                              
net interest margin  $566,773         2.99%  $490,795         3.03%
                               
Ratio of interest-earning assets to                              
interest-bearing liabilities             1.11X             1.11X

 

(1)Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $1.0 million for each of the three months ended June 30, 2016 and 2015, respectively.
(2)Interest income on tax-exempt securities does not include the tax benefit of the tax-exempt securities.

 

 - 57 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

The following table sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the six months ended June 30, 2016 and 2015, 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 six months ended June 30,
   2016  2015
   Average     Yield/  Average     Yield/
   Balance  Interest  Cost  Balance  Interest  Cost
Assets  (Dollars in thousands)
Interest-earning assets:                              
Mortgage loans, net  $3,911,470   $85,423    4.37%  $3,417,708   $79,177    4.63%
Other loans, net   566,705    10,548    3.72    497,477    8,441    3.39 
Total loans, net (1)   4,478,175    95,971    4.29    3,915,185    87,618    4.48 
Taxable securities:                              
Mortgage-backed securities   629,006    7,881    2.51    704,520    8,721    2.48 
Other securities   239,973    3,878    3.23    139,143    1,607    2.31 
Total taxable securities   868,979    11,759    2.71    843,663    10,328    2.45 
Tax-exempt securities: (2)                              
Other securities   137,293    1,582    2.30    137,627    1,766    2.57 
Total tax-exempt securities   137,293    1,582    2.30    137,627    1,766    2.57 
Interest-earning deposits and                              
federal funds sold   67,378    142    0.42    51,669    53    0.21 
Total interest-earning assets   5,551,825    109,454    3.94    4,948,144    99,765    4.03 
Other assets   284,479              273,555           
Total assets  $5,836,304             $5,221,699           
                               
Liabilities and Equity                              
Interest-bearing liabilities:                              
Deposits:                              
Savings accounts  $264,150    604    0.46   $267,507    555    0.41 
NOW accounts   1,617,241    3,884    0.48    1,463,576    3,201    0.44 
Money market accounts   470,606    1,287    0.55    317,962    560    0.35 
Certificate of deposit accounts   1,410,765    10,242    1.45    1,319,229    10,533    1.60 
Total due to depositors   3,762,762    16,017    0.85    3,368,274    14,849    0.88 
Mortgagors' escrow accounts   58,838    53    0.18    55,415    46    0.17 
Total deposits   3,821,600    16,070    0.84    3,423,689    14,895    0.87 
Borrowed funds   1,181,263    10,362    1.75    1,043,104    9,176    1.76 
Total interest-bearing liabilities   5,002,863    26,432    1.06    4,466,793    24,071    1.08 
Non interest-bearing deposits   285,267              238,234           
Other liabilities   65,331              53,795           
Total liabilities   5,353,461              4,758,822           
Equity   482,843              462,877           
Total liabilities and equity  $5,836,304             $5,221,699           
                               
Net interest income /                              
net interest rate spread       $83,022    2.88%       $75,694    2.95%
                               
Net interest-earning assets /                              
net interest margin  $548,962         2.99%  $481,351         3.06%
                               
Ratio of interest-earning assets to                              
interest-bearing liabilities             1.11X             1.11X

 

(1)Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $2.5 million and $1.7 million for the six months ended June 30, 2016 and 2015, respectively.
(2)Interest income on tax-exempt securities does not include the tax benefit of the tax-exempt securities.

 

 - 58 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

LOANS

 

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

 

   For the six months ended June 30,
(In thousands)  2016  2015
       
Mortgage Loans          
           
At beginning of period  $3,832,914   $3,321,501 
           
Mortgage loans originated:          
Multi-family residential   133,650    77,286 
Commercial real estate   150,213    132,758 
One-to-four family – mixed-use property   29,875    24,897 
One-to-four family – residential   13,688    22,078 
Co-operative apartments   470    450 
Construction   4,114    1,387 
Total mortgage loans originated   332,010    258,856 
           
Mortgage loans purchased:          
Multi-family residential   98,357    99,889 
Commercial real estate   25,931    10,968 
Total mortgage loans purchased   124,288    110,857 
           
Less:          
Principal and other reductions   204,637    173,872 
Loans transferred to Available for Sale   -    300 
Sales   4,614    5,028 
           
At end of period  $4,079,961   $3,512,014 
           
Non-Mortgage Loans          
           
At beginning of period  $539,697   $477,153 
           
Other loans originated:          
Small Business Administration   6,315    6,481 
Commercial business   139,772    110,448 
Other   1,012    1,550 
Total other loans originated   147,099    118,479 
           
Other loans purchased:          
Commercial business   13,706    15,213 
Total other loans purchased   13,706    15,213 
           
Less:          
Principal and other reductions   97,848    104,968 
Sales   3,211    - 
           
At end of period  $599,443   $505,877 

 

 - 59 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

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

 

Management continues to adhere to the Company’s conservative underwriting standards. At times, the Company may restructure a loan to enable a borrower to continue making payments when it is deemed to be in the best long-term interest of the Company. This restructure may include making concessions to the borrower that the Company would not make in the normal course of business, such as reducing the interest rate until the next reset date, extending the amortization period thereby lowering the monthly payments, or changing the loan to interest only payments for a limited time period. At times, certain problem loans have been restructured by combining more than one of these options. The Company believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. The Company classifies these loans as TDR. Loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status until they have made timely payments for six consecutive months. Loans that are restructured as TDR but are not performing in accordance with the restructured terms are excluded from the TDR table below, as they are placed on non-accrual status and reported as non-performing loans.

 

 

 

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

 

   June 30,  March 31,  December 31,
(In thousands)  2016  2016  2015
Accrual Status:               
Multi-family residential  $2,599   $2,611   $2,626 
Commercial real estate   2,086    2,358    2,371 
One-to-four family - mixed-use property   1,819    2,042    2,052 
One-to-four family - residential   338    341    343 
Small business administration   -    32    34 
Commercial business and other   872    2,038    2,083 
Total  $7,714   $9,422   $9,509 
                
Non-Accrual Status:               
One-to-four family - residential  $262   $-   $- 
Commercial business and other   325    -    - 
Total  $587   $-   $- 
Total performing troubled debt restructured  $8,301   $9,422   $9,509 

 

 

 - 60 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

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

 

   June 30,  March 31,  December 31,
(In thousands)  2016  2016  2015
Loans 90 days or more past due               
and still accruing:               
Multi-family residential  $574   $792   $233 
Commercial real estate   320    1,083    1,183 
One-to-four family - mixed-use property   635    743    611 
One-to-four family - residential   13    13    13 
Construction   -    570    1,000 
Commercial business and other   -    -    220 
Total   1,542    3,201    3,260 
Non-accrual loans:               
Multi-family residential   3,162    3,518    3,561 
Commercial real estate   2,299    3,295    2,398 
One-to-four family - mixed-use property   6,005    5,519    5,952 
One-to-four family - residential   8,406    8,861    10,120 
Small business administration   185    201    218 
Taxi Medallion   196    196    - 
Commercial business and other   128    511    568 
Total   20,381    22,101    22,817 
Total non-performing loans   21,923    25,302    26,077 
Other non-performing assets:               
Real estate acquired through foreclosure   3,668    4,602    4,932 
Total   3,668    4,602    4,932 
Total non-performing assets  $25,591   $29,904   $31,009 
                
Non-performing assets to total assets   0.43%   0.51%   0.54%
Allowance for loan losses to non-performing loans   101.25%   86.92%   82.58%

 

Included in loans over 90 days past due and still accruing were seven loans totaling $1.5 million, nine loans totaling $3.2 million and ten loans totaling $3.3 million at June 30, 2016, March 31, 2016 and December 31, 2015, respectively, which are past their respective maturity dates and are still remitting payments. The Bank is actively working with these borrowers to extend the loans maturity or repay these loans.

 

Included in non-performing loans was one loan totaling $0.4 million at June 30, 2016, March 31, 2016 and December 31, 2015 which was restructured as TDR and not performing in accordance with its restructured terms.

 

 - 61 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

The following table shows our delinquent loans that are less than 90 days past due and still accruing interest and considered performing at the periods indicated:

 

   June 30, 2016  December 31, 2015
   60 - 89  30 - 59  60 - 89  30 - 59
   days  days  days  days
   (In thousands)
             
Multi-family residential  $363   $4,706   $804   $9,422 
Commercial real estate   987    2,405    153    2,820 
One-to-four family - mixed-use property   1,025    4,417    1,257    8,630 
One-to-four family - residential   527    1,518    154    4,261 
Construction   576    -    -    - 
Small Business Administration   119    2,435    -    42 
Taxi medallion   -    3,767    -    - 
Commercial business and other   12    3,012    2    - 
Total delinquent loans  $3,609   $22,260   $2,370   $25,175 

 

CRITICIZED AND CLASSIFIED ASSETS

 

Our policy is to review our assets, focusing primarily on the loan portfolio, OREO and the investment portfolios, to ensure that the credit quality is maintained at the highest levels. When weaknesses are identified, immediate action is taken to correct the problem through direct contact with the borrower or issuer. We then monitor these assets, and, in accordance with our policy and current regulatory guidelines, we designate them as “Special Mention,” which is considered a “Criticized Asset,” and “Substandard,” “Doubtful,” or “Loss” which are considered “Classified Assets,” as deemed necessary. These loan designations are updated quarterly. We designate an asset as Substandard when a well-defined weakness is identified that jeopardizes the orderly liquidation of the debt. We designate an asset as Doubtful when it displays the inherent weakness of a Substandard asset with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We designate an asset as Loss if it is deemed the debtor is incapable of repayment. We do not hold any loans designated as loss, as loans that are designated as Loss are charged to the Allowance for Loan Losses. Assets that are non-accrual are designated as Substandard or Doubtful. We designate an asset as Special Mention if the asset does not warrant designation within one of the other categories, but does contain a potential weakness that deserves closer attention. Our total Criticized and Classified assets were $61.0 million at June 30, 2016, an increase of $6.2 million from $54.8 million at December 31, 2015.

 

 

 - 62 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

The following table sets forth the Bank’s assets designated as Criticized and Classified at June 30, 2016:

 

(In thousands)  Special Mention  Substandard  Doubtful  Loss  Total
                          
Loans:                         
Multi-family residential  $7,678   $5,416   $-   $-   $13,094 
Commercial real estate   1,552    4,952    -    -    6,504 
One-to-four family - mixed-use property   3,797    9,785    -    -    13,582 
One-to-four family - residential   1,346    10,431    -    -    11,777 
Construction loans   576    570    -    -    1,146 
Small Business Administration   554    870    -    -    1,424 
Taxi Medallion   -    6,364    -    -    6,364 
Commercial business and other   730    2,710    -    -    3,440 
Total loans   16,233    41,098    -    -    57,331 
Other Real Estate Owned   -    3,668    -    -    3,668 
Total  $16,233   $44,766   $-   $-   $60,999 

 

The following table sets forth the Bank's Criticized and Classified assets at December 31, 2015:

 

(In thousands)  Special Mention  Substandard  Doubtful  Loss  Total
                          
Loans:                         
Multi-family residential  $4,361   $5,421   $-   $-   $9,782 
Commercial real estate   1,821    3,812    -    -    5,633 
One-to-four family - mixed-use property   3,087    10,990    -    -    14,077 
One-to-four family - residential   1,437    12,255    -    -    13,692 
Construction loans   -    1,000    -    -    1,000 
Small Business Administration   229    224    -    -    453 
Taxi Medallion   -    2,118    -    -    2,118 
Commercial business and other   -    3,123    -    -    3,123 
Total loans   10,935    38,943    -    -    49,878 
Other Real Estate Owned   -    4,932    -    -    4,932 
Total  $10,935   $43,875   $-   $-   $54,810 

 

On a quarterly basis all collateral dependent loans that are classified as Substandard or Doubtful are internally reviewed for impairment, based on updated cash flows for income producing properties, or updated independent appraisals. The loan balances of collateral dependent loans reviewed for impairment are then compared to the loans updated fair value. We consider fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. The balance which exceeds fair value is generally charged-off, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the value of the underlying medallion based upon the most recently reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates. At June 30, 2016, the current average loan-to-value ratio on our collateral dependent loans reviewed for impairment was 46.6%.

 

 - 63 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

ALLOWANCE FOR LOAN LOSSES

 

We have established and maintain on our books an allowance for loan losses (“ALLL”) that is designed to provide a reserve against estimated losses inherent in our overall loan portfolio. The allowance is established through a provision for loan losses based on management’s evaluation of the risk inherent in the various components of the loan portfolio and other factors, including historical loan loss experience (which is updated quarterly), current economic conditions, delinquency and non-accrual trends, classified loan levels, risk in the portfolio and volumes and trends in loan types, recent trends in charge-offs, changes in underwriting standards, experience, ability and depth of our lenders, collection policies and experience, internal loan review function and other external factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The Company segregated its loans into two portfolios based on year of origination. One portfolio was reviewed for loans originated after December 31, 2009 and a second portfolio for loans originated prior to January 1, 2010. Our decision to segregate the portfolio based upon origination dates was based on changes made in our underwriting standards during 2009. By the end of 2009, all loans were being underwritten based on revised and tightened underwriting standards. Loans originated prior to 2010 have a higher delinquency rate and loss history. Each of the years in the portfolio for loans originated prior to 2010 have a similar delinquency rate. The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and local economic conditions and other factors. We review our loan portfolio by separate categories with similar risk and collateral characteristics. Impaired loans are segregated and reviewed separately. All non-accrual loans are classified as impaired. Impaired loans secured by collateral are reviewed based on the fair value of their collateral. For non-collateralized impaired loans, management estimates any recoveries that are anticipated for each loan. In connection with the determination of the allowance, the market value of collateral is generally evaluated by our staff appraiser. On a quarterly basis, the estimated values of impaired collateral dependent loans are internally reviewed, based on updated cash flows for income producing properties, and at times an updated independent appraisal is obtained. The loan balances of collateral dependent impaired loans are then compared to the property’s updated fair value. The Company considers fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. The balance that exceeds fair value is generally charged-off, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the value of the underlying medallion based upon the most recently reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates. In addition, taxi medallion loans with a loan-to-value greater than 100% are classified as impaired and allocated a portion of the ALLL in the amount of the excess of the loan-to-value over the loan’s principal balance. When evaluating a loan for impairment, we do not rely on guarantees, and the amount of impairment, if any, is based on the fair value of the collateral. We do not carry loans at a value in excess of the fair value due to a guarantee from the borrower. The Board of Directors reviews and approves the adequacy of the allowance for loan losses on a quarterly basis.

 

In assessing the adequacy of the allowance for loan losses, we review our loan portfolio by separate categories which have similar risk and collateral characteristics, e.g., multi-family residential, commercial real estate, one-to-four family mixed-use property, one-to-four family residential, co-operative apartment, construction, SBA, commercial business, taxi medallion and consumer loans. General provisions are established against performing loans in our portfolio in amounts deemed prudent based on our qualitative analysis of the factors, including the historical loss experience, delinquency trends and local economic conditions. We recorded total net recoveries of $0.2 million during the three months ended June 30, 2016, compared to total net charge-offs of $0.5 million during the three months ended June 30, 2015. Non-performing loans totaled $21.9 million at June 30, 2016, a decrease of $4.2 million from $26.1 million at December 31, 2015. The Bank’s underwriting standards generally require a loan-to-value ratio of no more than 75% at the time the loan is originated. At June 30, 2016, the average loan-to-value ratio for our collateral dependent loans reviewed for impairment was 46.6%. As a result of the quarterly analysis of the allowance for loans losses, the allowance was deemed to be at an appropriate level and, as such, the Company did not record a provision or benefit for the three months ended June 30, 2016. A benefit for loan losses of $0.5 million was recorded for the three months ended June 30, 2015. Management has concluded, and the Board of Directors has concurred, that at June 30, 2016, the allowance for loan losses was sufficient to absorb losses inherent in our loan portfolio.

 

 - 64 - 

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

The following table sets forth the activity in the Company's allowance for loan losses for the periods indicated:

 

   For the six months ended June 30,
(Dollars in thousands)  2016  2015
       
Balance at beginning of period  $21,535   $25,096 
           
Benefit for loan losses   -    (1,250)
           
Loans charged-off:          
Multi-family residential   (65)   (400)
Commercial real estate   -    (32)
One-to-four family – mixed-use property   (68)   (472)
One-to-four family – residential   (74)   (244)
Small Business Administration   (1)   - 
Commercial business and other   (40)   (52)
Total loans charged-off   (248)   (1,200)
           
Recoveries:          
Multi-family residential   219    214 
Commercial real estate   -    68 
One-to-four family – mixed-use property   205    47 
One-to-four family – residential   366    74 
Small Business Administration   74    27 
Commercial business and other   47    8 
Total recoveries   911    438 
           
Net recoveries (charge-offs)   663    (762)
           
Balance at end of period  $22,198   $23,084 
           
Ratio of net charge-offs (recoveries) during the period to          
average loans outstanding during the period   (0.03)%   0.04%
Ratio of allowance for loan losses to gross loans at end of period   0.47%   0.57%
Ratio of allowance for loan losses to non-performing          
assets at end of period   86.74%   70.35%
Ratio of allowance for loan losses to non-performing          
loans at end of period   101.25%   80.83%

 

 - 65 - 

PART I – FINANCIAL INFORMATIOMTION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2016, the design and operation of these disclosure controls and procedures were effective. During the period covered by this Quarterly Report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

 

 

 

 - 66 - 

PART II – FINANCIAL INFORMATIOMTION

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, 2015.

 

 

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

 

The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended June 30, 2016:

 

            Maximum
         Total Number of  Number of
   Total     Shares Purchased  Shares That May
   Number     as Part of Publicly  Yet Be Purchased
   of Shares  Average Price  Announced Plans  Under the Plans
Period  Purchased  Paid per Share  or Programs  or Programs
April 1 to April 30, 2016   17,000   $19.96    17,000    867,300 
May 1 to May 31, 2016   329,995    19.76    329,995    537,305 
June 1 to June 30, 2016   16,400    20.02    16,400    520,905 
Total   363,395   $19.78    363,395      

 

During the quarter ended June 30, 2016, the Company repurchased 363,395 shares of the Company’s common stock at an average cost of $19.78 per share. At June 30, 2016, 520,905 shares may still be repurchased under the currently authorized stock repurchase program. Stock will be purchased under the current stock repurchase program 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 this authorization.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

 - 67 - 

PART II – FINANCIAL INFORMATIOMTION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

 

ITEM 6. EXHIBITS

 

Exhibit No. Description
     
  3.1 Certificate of Incorporation of Flushing Financial Corporation (1)
  3.2 Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
  3.3 Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (6)
  3.4 Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
  3.5 Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
  3.6 Amended and Restated By-Laws of Flushing Financial Corporation (7)
  4.1 Rights Agreement, dated as of September 8, 2006, between Flushing Financial Corporation and Computershare Trust Company N.A., as Rights Agent, which includes the form of Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (5)
  4.2 Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
  31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
  31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
  32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
  32.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
  101.INS XBRL Instance Document (filed herewith)
  101.SCH XBRL Taxonomy Extension Schema Document (filed herewith)
  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
  101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
  101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
(1) Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed
  September 1, 1995, Registration No. 33-96488.
(2) Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 2006.
(3) Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended
  September 30, 2002.
(5) Incorporated by reference to Exhibit filed with Form 8-K filed September 11, 2006.
(6) Incorporated by reference to Exhibit filed with Form 10-K for the year ended December 31, 2011.
(7) Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2014.

 

 - 68 - 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

SIGNATURES

 

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

 

  Flushing Financial Corporation,
   
   
   
   
Dated: August 5, 2016 By: /s/John R. Buran
  John R. Buran
  President and Chief Executive Officer
   
   
   
   
Dated: August 5, 2016 By: /s/Susan K. Cullen
  Susan K. Cullen
  Senior Executive Vice President, Treasurer and
  Chief Financial Officer

 

 

 

 - 69 - 

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

EXHIBIT INDEX

 

 

Exhibit No. Description
     
  3.1 Certificate of Incorporation of Flushing Financial Corporation (1)
  3.2 Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
  3.3 Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (6)
  3.4 Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
  3.5 Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
  3.6 Amended and Restated By-Laws of Flushing Financial Corporation (7)
  4.1 Rights Agreement, dated as of September 8, 2006, between Flushing Financial Corporation and Computershare Trust Company N.A., as Rights Agent, which includes the form of Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (5)
  4.2 Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
  31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
  31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
  32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
  32.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
  101.INS XBRL Instance Document (filed herewith)
  101.SCH XBRL Taxonomy Extension Schema Document (filed herewith)
  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
  101.DEF XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
  101.LAB XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
(1) Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed
  September 1, 1995, Registration No. 33-96488.
(2) Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 2006.
(3) Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4) Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended
  September 30, 2002.
(5) Incorporated by reference to Exhibit filed with Form 8-K filed September 11, 2006.
(6) Incorporated by reference to Exhibit filed with Form 10-K for the year ended December 31, 2011.
(7) Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2014.

 

 

- 70 -