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Table of Contents

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​

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, 2022

​

Commission file number 001-33013

​

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

​

Delaware

(State or other jurisdiction of incorporation or organization)

​

11-3209278

(I.R.S. Employer Identification No.)

​

220 RXR Plaza, Uniondale, New York 11556

(Address of principal executive offices)

​

(718) 961-5400

(Registrant’s telephone number, including area code)

​

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

​

​ | ​ | ​
Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value | FFIC | The Nasdaq Stock Market LLC

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes __No

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). X Yes __No

​

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

​

​ | ​
Large accelerated filer __ | Accelerated filer X
Non-accelerated filer __ | Smaller reporting company __
Emerging growth company __ | ​

​

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

​

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

​

The number of shares of the registrant’s Common Stock outstanding as of July 29, 2022 was 29,982,205.

​

​

​

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Table of Contents

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TABLE OF CONTENTS

​

​ | PAGE
PART I — FINANCIAL INFORMATION | ​
ITEM 1. Financial Statements - (Unaudited) | ​
Consolidated Statements of Financial Condition | 1
Consolidated Statements of Income | 2
Consolidated Statements of Comprehensive Income | 3
Consolidated Statements of Cash Flows | 4
Consolidated Statements of Changes in Stockholders’ Equity | 6
Notes to Consolidated Financial Statements | 7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 47
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk | 63
ITEM 4. Controls and Procedures | 63
PART II — OTHER INFORMATION | ​
ITEM 1. Legal Proceedings | 64
ITEM 1A. Risk Factors | 64
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds | 66
ITEM 3. Defaults Upon Senior Securities | 66
ITEM 4. Mine Safety Disclosures | 66
ITEM 5. Other Information | 66
ITEM 6. Exhibits | 67
SIGNATURES | 69

​

​

​

i

Table of Contents

​

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Financial Condition

​

Item 1. Financial Statements

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
​ | ​ | 2022 | ​ | 2021
​ | ​ | (Unaudited) | ​ | ​ | ​
​ | ​ | (Dollars in thousands, except per share data)
Assets |  | ​ |  |  | ​ |
Cash and due from banks | ​ | $ | 137,026 | ​ | $ | 81,723
Securities held-to-maturity: | ​ |  |  | ​ |  |
Mortgage-backed securities (include assets pledged of $4,880 and $5,643 at June 30, 2022 and December 31, 2021, respectively; fair value of $7,496 and $8,667 at June 30, 2022 and December 31, 2021, respectively) | ​ |  | 7,885 | ​ |  | 7,894
Other securities, net of allowance of $1,085 and $862 at June 30, 2022 and December 31, 2021 respectively; (none pledged; fair value of $57,064 and $53,362 at June 30, 2022 and December 31, 2021, respectively) | ​ |  | 66,230 | ​ |  | 49,974
Securities available for sale, at fair value: | ​ |  |  | ​ |  |
Mortgage-backed securities (including assets pledged of $278,332 and $212,388 at June 30, 2022 and December 31, 2021, respectively; $339 and $388 at fair value pursuant to the fair value option at June 30, 2022 and December 31, 2021, respectively) | ​ |  | 510,934 | ​ |  | 572,184
Other securities (including none pledged; $13,235 and $14,180 at fair value pursuant to the fair value option at June 30, 2022 and December 31, 2021, respectively) | ​ |  | 346,720 | ​ |  | 205,052
Loans: | ​ |  | ​ | ​ |  | ​
Multi-family residential | ​ | ​ | 2,531,858 | ​ | ​ | 2,517,026
Commercial real estate | ​ | ​ | 1,864,507 | ​ | ​ | 1,775,629
One-to-four family --- mixed used property | ​ | ​ | 561,100 | ​ | ​ | 571,795
One-to-four family --- residential | ​ | ​ | 250,859 | ​ | ​ | 276,571
Construction | ​ | ​ | 72,148 | ​ | ​ | 59,761
Small Business Administration | ​ | ​ | 40,572 | ​ | ​ | 93,811
Commercial business and other | ​ | ​ | 1,431,417 | ​ | ​ | 1,339,273
Net unamortized premiums and unearned loan fees | ​ | ​ | 7,932 | ​ | ​ | 4,239
Less: Allowance for credit losses | ​ |  | (39,424) | ​ |  | (37,135)
Net loans | ​ |  | 6,720,969 | ​ |  | 6,600,970
Interest and dividends receivable | ​ |  | 38,811 | ​ |  | 38,698
Bank premises and equipment, net | ​ |  | 22,285 | ​ |  | 23,338
Federal Home Loan Bank of New York stock, at cost | ​ |  | 50,017 | ​ |  | 35,937
Bank owned life insurance | ​ |  | 211,220 | ​ |  | 210,754
Goodwill | ​ |  | 17,636 | ​ |  | 17,636
Core deposit intangibles | ​ | ​ | 2,282 | ​ | ​ | 2,562
Right of use asset | ​ | ​ | 46,687 | ​ |  | 50,200
Other assets | ​ |  | 160,885 | ​ |  | 148,989
Total assets | ​ | $ | 8,339,587 | ​ | $ | 8,045,911
​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ |  |  | ​ |  |
Due to depositors: | ​ |  |  | ​ |  |
Non-interest bearing | ​ | $ | 1,081,208 | ​ | $ | 967,621
Interest-bearing | ​ |  | 5,268,792 | ​ |  | 5,365,911
Total Due to depositors | ​ | ​ | 6,350,000 | ​ | ​ | 6,333,532
Mortgagors' escrow deposits | ​ |  | 57,577 | ​ |  | 51,913
Borrowed funds: | ​ |  |  | ​ |  |
Federal Home Loan Bank advances and other borrowings | ​ |  | 911,186 | ​ |  | 636,187
Subordinated debentures | ​ |  | 123,083 | ​ |  | 122,885
Junior subordinated debentures, at fair value | ​ |  | 55,352 | ​ |  | 56,472
Total borrowed funds | ​ |  | 1,089,621 | ​ |  | 815,544
Operating lease liability | ​ | ​ | 50,346 | ​ | ​ | 54,155
Other liabilities | ​ |  | 121,231 | ​ |  | 111,139
Total liabilities | ​ |  | 7,668,775 | ​ |  | 7,366,283
​ | ​ | ​ | ​ | ​ | ​ | ​
Stockholders' Equity | ​ |  |  | ​ |  |
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued) | ​ |  | — | ​ |  | —
Common stock ($0.01 par value; 100,000,000 shares authorized; 34,087,623 shares issued at both June 30, 2022 and December 31, 2021; 29,980,104 shares and 30,526,353 shares outstanding at June 30, 2022 and December 31, 2021, respectively) | ​ |  | 341 | ​ |  | 341
Additional paid-in capital | ​ |  | 262,860 | ​ |  | 263,375
Treasury stock, at average cost (4,107,519 shares and 3,561,270 shares at June 30, 2022 and December 31, 2021, respectively) | ​ |  | (88,342) | ​ |  | (75,293)
Retained earnings | ​ |  | 527,217 | ​ |  | 497,889
Accumulated other comprehensive loss, net of taxes | ​ |  | (31,264) | ​ |  | (6,684)
Total stockholders' equity | ​ |  | 670,812 | ​ |  | 679,628
​ | ​ | ​ | ​ | ​ | ​ | ​
Total liabilities and stockholders' equity | ​ | $ | 8,339,587 | ​ | $ | 8,045,911

​

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

​

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Table of Contents

​

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the six months ended
​ |  | June 30, | ​ | June 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
​ | ​ | ​ | (In thousands, except per share data)
Interest and dividend income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest and fees on loans | ​ | $ | 69,192 | ​ | $ | 67,999 | ​ | $ | 136,708 | ​ | $ | 137,020
Interest and dividends on securities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Interest | ​ |  | 4,929 | ​ | ​ | 3,685 | ​ |  | 8,674 | ​ | ​ | 6,757
Dividends | ​ |  | 11 | ​ |  | 7 | ​ |  | 19 | ​ |  | 15
Other interest income | ​ | ​ | 159 | ​ |  | 51 | ​ | ​ | 210 | ​ |  | 87
Total interest and dividend income | ​ |  | 74,291 | ​ |  | 71,742 | ​ |  | 145,611 | ​ |  | 143,879
Interest expense | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Deposits | ​ |  | 4,686 | ​ |  | 5,539 | ​ |  | 8,094 | ​ |  | 11,644
Other interest expense | ​ |  | 4,875 | ​ |  | 5,164 | ​ |  | 9,308 | ​ |  | 10,304
Total interest expense | ​ |  | 9,561 | ​ |  | 10,703 | ​ |  | 17,402 | ​ |  | 21,948
Net interest income | ​ |  | 64,730 | ​ |  | 61,039 | ​ |  | 128,209 | ​ |  | 121,931
Provision (benefit) for credit losses | ​ |  | 1,590 | ​ |  | (1,598) | ​ |  | 2,948 | ​ |  | 1,222
Net interest income after provision (benefit) for credit losses | ​ |  | 63,140 | ​ |  | 62,637 | ​ |  | 125,261 | ​ |  | 120,709
Non-interest income (loss) | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Banking services fee income | ​ |  | 1,166 | ​ |  | 1,233 | ​ |  | 2,540 | ​ |  | 3,958
Net gain on sale of loans | ​ |  | 73 | ​ |  | 127 | ​ |  | 73 | ​ |  | 158
Net gain on disposition of assets | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 621
Net gain on sale of securities | ​ |  | — | ​ |  | 123 | ​ |  | — | ​ |  | 123
Net gain (loss) from fair value adjustments | ​ |  | 2,533 | ​ |  | (6,548) | ​ |  | 724 | ​ |  | (5,566)
Federal Home Loan Bank of New York stock dividends | ​ |  | 407 | ​ |  | 500 | ​ |  | 804 | ​ |  | 1,189
Life insurance proceeds | ​ |  | 1,536 | ​ |  | — | ​ |  | 1,536 | ​ |  | —
Bank owned life insurance | ​ |  | 1,115 | ​ |  | 1,009 | ​ |  | 2,229 | ​ |  | 2,006
Other income | ​ |  | 523 | ​ |  | 346 | ​ |  | 760 | ​ |  | 612
Total non-interest income (loss) | ​ |  | 7,353 | ​ |  | (3,210) | ​ |  | 8,666 | ​ |  | 3,101
Non-interest expense | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​
Salaries and employee benefits | ​ |  | 21,109 | ​ |  | 19,879 | ​ |  | 44,758 | ​ |  | 42,543
Occupancy and equipment | ​ |  | 3,760 | ​ |  | 3,522 | ​ |  | 7,364 | ​ |  | 6,889
Professional services | ​ |  | 2,285 | ​ |  | 1,988 | ​ |  | 4,507 | ​ |  | 4,388
FDIC deposit insurance | ​ |  | 615 | ​ |  | 729 | ​ |  | 1,035 | ​ |  | 1,942
Data processing | ​ |  | 1,383 | ​ |  | 1,419 | ​ |  | 2,807 | ​ |  | 3,528
Depreciation and amortization of bank premises and equipment | ​ |  | 1,447 | ​ |  | 1,638 | ​ |  | 2,907 | ​ |  | 3,277
Other real estate owned / foreclosure expense | ​ |  | 32 | ​ |  | 22 | ​ |  | 116 | ​ |  | 12
Other operating expenses | ​ |  | 4,891 | ​ |  | 4,814 | ​ |  | 10,822 | ​ |  | 9,591
Total non-interest expense | ​ |  | 35,522 | ​ |  | 34,011 | ​ |  | 74,316 | ​ |  | 72,170
Income before income taxes | ​ |  | 34,971 | ​ |  | 25,416 | ​ |  | 59,611 | ​ |  | 51,640
Provision for income taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Federal | ​ |  | 5,609 | ​ |  | 4,857 | ​ |  | 10,259 | ​ |  | 9,928
State and local | ​ |  | 4,327 | ​ |  | 1,301 | ​ |  | 6,098 | ​ |  | 3,415
Total provision for income taxes | ​ |  | 9,936 | ​ |  | 6,158 | ​ |  | 16,357 | ​ |  | 13,343
Net income | ​ | $ | 25,035 | ​ | $ | 19,258 | ​ | $ | 43,254 | ​ | $ | 38,297
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic earnings per common share | ​ | $ | 0.81 | ​ | $ | 0.61 | ​ | $ | 1.39 | ​ | $ | 1.21
Diluted earnings per common share | ​ | $ | 0.81 | ​ | $ | 0.61 | ​ | $ | 1.39 | ​ | $ | 1.21
Dividends per common share | ​ | $ | 0.22 | ​ | $ | 0.21 | ​ | $ | 0.44 | ​ | $ | 0.42

​

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

​

​

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Table of Contents

​

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the six months ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 25,035 | ​ | $ | 19,258 | ​ | $ | 43,254 | ​ | $ | 38,297
Other comprehensive income (loss), net of tax: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Amortization of actuarial (gains) losses, net of taxes of ($5) and ($41) for the three months ended June 30, 2022 and 2021, respectively, and of ($3) and ($77) for the six months ended June 30, 2022 and 2021, respectively. | ​ |  | (11) | ​ |  | 92 | ​ |  | (15) | ​ |  | 173
Amortization of prior service credits, net of taxes of ($4) and $6 for the three months ended June 30, 2022 and 2021, respectively, and of ($2) and $13 for the six months ended June 30, 2022 and 2021, respectively. | ​ |  | (11) | ​ |  | (15) | ​ |  | (16) | ​ |  | (30)
Net unrealized (losses) gains on securities, net of taxes of $8,767 and ($664) for the three months ended June 30, 2022 and 2021, respectively, and of $19,659 and $322 for the six months ended June 30, 2022 and 2021, respectively. | ​ |  | (20,434) | ​ |  | 1,497 | ​ |  | (43,861) | ​ |  | (720)
Reclassification adjustment for net losses included in income, net of taxes of $38 for the three and six months ended June 30, 2021, respectively. | ​ |  | — | ​ |  | (85) | ​ |  | — | ​ |  | (85)
Net unrealized gains on cash flow hedges, net of taxes of ($2,018) and ($120) for the three months ended June 30, 2022 and 2021 respectively, and of ($8,876) and ($3,574) for the six months ended June 30, 2022 and 2021 respectively. | ​ |  | 4,915 | ​ |  | 521 | ​ |  | 19,666 | ​ |  | 8,319
Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of $142 and ($147) for the three months ended June 30, 2022 and 2021, respectively, and of $205 and ($112) for the six months ended June 30, 2022 and 2021, respectively. | ​ |  | (219) | ​ |  | 276 | ​ |  | (354) | ​ |  | 192
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total other comprehensive income (loss), net of tax | ​ |  | (15,760) | ​ |  | 2,286 | ​ |  | (24,580) | ​ |  | 7,849
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Comprehensive net income | ​ | $ | 9,275 | ​ | $ | 21,544 | ​ | $ | 18,674 | ​ | $ | 46,146

​

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

​

-3-

Table of Contents

​

​

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30,
​ |  | 2022 |  | 2021
​ | ​ | (In thousands)
Operating Activities | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 43,254 | ​ | $ | 38,297
Adjustments to reconcile net income to net cash provided by operating activities: | ​ |  |  | ​ |  |
Provision for credit losses | ​ |  | 2,948 | ​ |  | 1,222
Depreciation and amortization of premises and equipment | ​ |  | 2,907 | ​ |  | 3,277
Net gain on sales of loans | ​ |  | (73) | ​ |  | (158)
Net amortization of premiums and (accretion) of discounts | ​ |  | 568 | ​ |  | (190)
Net gain from disposition of assets | ​ |  | — | ​ |  | (621)
Net gain from sale of securities | ​ | ​ | — | ​ | ​ | (123)
Deferred income tax provision (benefit) | ​ |  | 3,191 | ​ |  | (762)
Gain from life insurance proceeds | ​ | ​ | (1,536) | ​ | ​ | —
Net loss (gain) from fair value adjustments of qualifying hedges | ​ |  | 129 | ​ |  | (763)
Net (gain) loss from fair value adjustments | ​ | ​ | (724) | ​ | ​ | 5,566
Income from bank owned life insurance | ​ |  | (2,229) | ​ |  | (2,006)
Stock-based compensation expense | ​ |  | 5,255 | ​ |  | 4,539
Deferred compensation | ​ |  | (3,627) | ​ |  | (2,057)
Amortization of core deposit intangibles | ​ | ​ | 280 | ​ | ​ | 313
Decrease (increase) in other assets | ​ |  | 9,303 | ​ |  | (5,175)
Decrease in other liabilities | ​ |  | (15,004) | ​ |  | (5,384)
Net cash provided by operating activities | ​ | ​ | 44,642 | ​ | ​ | 35,975
Investing Activities | ​ |  |  | ​ |  |
Purchases of premises and equipment | ​ |  | (1,854) | ​ |  | (1,536)
Net (purchases) redemptions of Federal Home Loan Bank-NY shares | ​ |  | (14,080) | ​ |  | 1,809
Purchases of securities held-to-maturity | ​ |  | (16,476) | ​ |  | —
Proceeds from life insurance | ​ |  | 2,727 | ​ |  | —
Purchases of securities available for sale | ​ |  | (210,261) | ​ |  | (478,155)
Proceeds from sales and calls of securities available for sale | ​ |  | — | ​ |  | 38,623
Change in cash collateral | ​ | ​ | 34,365 | ​ | ​ | —
Proceeds from maturities and prepayments of securities available for sale | ​ |  | 64,227 | ​ |  | 263,640
Net (originations) and repayments of loans | ​ |  | (69,676) | ​ |  | 89,937
Purchases of loans | ​ |  | (111,028) | ​ |  | (130,706)
Proceeds from sale of loans | ​ |  | 18,565 | ​ |  | 18,584
Net cash used in investing activities | ​ | ​ | (303,491) | ​ | ​ | (197,804)

​

​

​

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Table of Contents

​

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Cash Flows (Contd.)

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30,
​ | ​ | ​ | 2022 | ​ | ​ | 2021 | ​
​ | ​ | (In thousands)
Financing Activities | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net increase in non-interest bearing deposits | ​ | $ | 113,587 | ​ | $ | 166,819 | ​
Net increase (decrease) in interest-bearing deposits | ​ |  | (47,067) | ​ |  | 41,312 | ​
Net increase in mortgagors' escrow deposits | ​ |  | 5,664 | ​ |  | 12,608 | ​
Net proceeds from short-term borrowed funds | ​ |  | 325,000 | ​ |  | 150,000 | ​
Repayment of long-term borrowings | ​ |  | (50,000) | ​ |  | (205,647) | ​
Purchases of treasury stock | ​ |  | (19,396) | ​ |  | (1,375) | ​
Cash dividends paid | ​ |  | (13,636) | ​ |  | (13,305) | ​
Net cash provided by financing activities | ​ |  | 314,152 | ​ |  | 150,412 | ​
Net increase in cash and cash equivalents | ​ |  | 55,303 | ​ |  | (11,417) | ​
Cash and cash equivalents, beginning of period | ​ |  | 81,723 | ​ |  | 157,388 | ​
Cash and cash equivalents, end of period | ​ | $ | 137,026 | ​ | $ | 145,971 | ​
Supplemental Cash Flow Disclosure | ​ |  |  | ​ |  |  | ​
Interest paid | ​ | $ | 16,612 | ​ | $ | 22,217 | ​
Income taxes paid | ​ |  | 16,215 | ​ |  | 10,207 | ​
Taxes paid if excess tax benefits on stock-based compensation were not tax deductible | ​ |  | 16,385 | ​ |  | 9,877 | ​

​

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

​

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Table of Contents

​

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | ​ | ​ |  | Additional |  | ​ |  | ​ | ​ |  | Accumulated Other
​ | ​ | ​ | ​ | ​ | Common | ​ | Paid-in | ​ | Retained | ​ | Treasury | ​ | Comprehensive
(Dollars in thousands, except per share data) | ​ | Total | ​ | Stock | ​ | Capital | ​ | Earnings | ​ | Stock | ​ | Income (Loss)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2021 | ​ | $ | 679,628 | ​ | $ | 341 | ​ | $ | 263,375 | ​ | $ | 497,889 | ​ | $ | (75,293) | ​ | $ | (6,684)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ |  | 18,219 | ​ |  | — | ​ |  | — | ​ |  | 18,219 | ​ |  | — | ​ |  | —
Award of common shares released from Employee Benefit Trust (17,964 shares) | ​ |  | 287 | ​ |  | — | ​ |  | 287 | ​ |  | — | ​ |  | — | ​ |  | —
Vesting of restricted stock unit awards (297,626 shares) | ​ |  | — | ​ |  | — | ​ |  | (6,019) | ​ |  | (285) | ​ |  | 6,304 | ​ |  | —
Purchase of treasury shares (360,000 shares) | ​ |  | (8,469) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (8,469) | ​ |  | —
Stock-based compensation expense | ​ |  | 4,194 | ​ |  | — | ​ |  | 4,194 | ​ |  | — | ​ |  | — | ​ |  | —
Repurchase of shares to satisfy tax obligation (97,435 shares) | ​ |  | (2,376) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (2,376) | ​ |  | —
Dividends on common stock ($0.22 per share) | ​ |  | (6,850) | ​ |  | — | ​ |  | — | ​ |  | (6,850) | ​ |  | — | ​ |  | —
Other comprehensive loss | ​ |  | (8,820) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (8,820)
Balance at March 31, 2022 | ​ | $ | 675,813 | ​ | $ | 341 | ​ | $ | 261,837 | ​ | $ | 508,973 | ​ | $ | (79,834) | ​ | $ | (15,504)
Net income | ​ |  | 25,035 | ​ |  | — | ​ | ​ | — | ​ | ​ | 25,035 | ​ | ​ | — | ​ | ​ | —
Purchase of treasury shares (387,689 shares) | ​ |  | (8,534) | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (8,534) | ​ | ​ | —
Vesting of restricted stock unit awards (2,015 shares) | ​ |  | — | ​ |  | — | ​ | ​ | (38) | ​ | ​ | (5) | ​ | ​ | 43 | ​ | ​ | —
Stock-based compensation expense | ​ |  | 1,061 | ​ |  | — | ​ | ​ | 1,061 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Repurchase of shares to satisfy tax obligation (766 shares) | ​ |  | (17) | ​ |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (17) | ​ | ​ | —
Dividends on common stock ($0.22 per share) | ​ |  | (6,786) | ​ |  | — | ​ | ​ | — | ​ | ​ | (6,786) | ​ | ​ | — | ​ | ​ | —
Other comprehensive loss | ​ | ​ | (15,760) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (15,760)
Balance at June 30, 2022 | ​ | $ | 670,812 | ​ | $ | 341 | ​ | $ | 262,860 | ​ | $ | 527,217 | ​ | $ | (88,342) | ​ | $ | (31,264)

​

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | ​ | ​ |  | Additional |  | ​ | ​ |  | ​ | ​ |  | Accumulated Other
​ | ​ | ​ | ​ | ​ | Common | ​ | Paid-in | ​ | Retained | ​ | Treasury | ​ | Comprehensive
(Dollars in thousands, except per share data) | ​ | Total | ​ | Stock | ​ | Capital | ​ | Earnings | ​ | Stock | ​ | Income (Loss)
Balance at December 31, 2020 | ​ | $ | 618,997 | ​ | $ | 341 | ​ | $ | 261,533 | ​ | $ | 442,789 | ​ | $ | (69,400) | ​ | $ | (16,266)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Income | ​ |  | 19,039 | ​ |  | — | ​ |  | — | ​ |  | 19,039 | ​ |  | — | ​ |  | —
Award of common shares released from Employee Benefit Trust (5,682 shares) | ​ |  | 74 | ​ |  | — | ​ |  | 74 | ​ |  | — | ​ |  | — | ​ |  | —
Vesting of restricted stock unit awards (248,896 shares) | ​ |  | — | ​ |  | — | ​ |  | (5,058) | ​ |  | (153) | ​ |  | 5,211 | ​ |  | —
Stock-based compensation expense | ​ |  | 3,470 | ​ |  | — | ​ |  | 3,470 | ​ |  | — | ​ |  | — | ​ |  | —
Repurchase of shares to satisfy tax obligation (70,292 shares) | ​ |  | (1,290) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,290) | ​ |  | —
Dividends on common stock ($0.21 per share) | ​ | ​ | (6,652) | ​ | ​ | — | ​ |  | — | ​ |  | (6,652) | ​ |  | — | ​ |  | —
Other comprehensive income | ​ |  | 5,563 | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 5,563
Balance at March 31, 2021 | ​ | $ | 639,201 | ​ | $ | 341 | ​ | $ | 260,019 | ​ | $ | 455,023 | ​ | $ | (65,479) | ​ | $ | (10,703)
Net Income | ​ | ​ | 19,258 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 19,258 | ​ | ​ | — | ​ | ​ | —
Award of common shares released from Employee Benefit Trust (6,445 shares) | ​ | ​ | 91 | ​ | ​ | — | ​ | ​ | 91 | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | —
Vesting of restricted stock unit awards (10,932 shares) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (221) | ​ | ​ | (8) | ​ | ​ | 229 | ​ | ​ | —
Stock-based compensation expense | ​ | ​ | 1,069 | ​ | ​ | — | ​ | ​ | 1,069 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Repurchase of shares to satisfy tax obligation (3,886 shares) | ​ | ​ | (85) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (85) | ​ | ​ | —
Dividends on common stock ($0.21 per share) | ​ | ​ | (6,653) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (6,653) | ​ | ​ | — | ​ | ​ | —
Other comprehensive income | ​ | ​ | 2,286 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,286
Balance at June 30, 2021 | ​ | $ | 655,167 | ​ | $ | 341 | ​ | $ | 260,958 | ​ | $ | 467,620 | ​ | $ | (65,335) | ​ | $ | (8,417)

​

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

​

-6-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

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

The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of the Holding Company and its direct and indirect wholly-owned subsidiaries, including the Bank, Flushing Service Corporation, FSB Properties Inc., and Flushing Preferred Funding Corporation, which was dissolved as of June 30, 2021, which are collectively herein referred to as “we,” “us,” “our” and the “Company.”

​

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

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

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

​

2. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for credit losses, the evaluation of goodwill for impairment, the review of the need for a valuation allowance of the Company’s deferred tax assets and the fair value of financial instruments.

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

​

3. Earnings Per Share

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the six months ended | ​
​ | ​ | June 30, | ​ | June 30, | ​
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021 |
​ | ​ | (Dollars in thousands, except per share data)
Net income, as reported | ​ | $ | 25,035 | ​ | $ | 19,258 | ​ | $ | 43,254 | ​ | $ | 38,297 | ​
Divided by: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Total weighted average common shares outstanding and common stock equivalents (1) | ​ |  | 30,937 | ​ |  | 31,677 | ​ |  | 31,095 | ​ |  | 31,641 | ​
Basic earnings per common share | ​ | $ | 0.81 | ​ | $ | 0.61 | ​ | $ | 1.39 | ​ | $ | 1.21 | ​
Diluted earnings per common share | ​ | $ | 0.81 | ​ | $ | 0.61 | ​ | $ | 1.39 | ​ | $ | 1.21 | ​
Dividend Payout ratio | ​ |  | 27.2 | % |  | 34.4 | % |  | 31.7 | % |  | 34.7 | %

(1) | For the three and six months ended June 30, 2022 and 2021, there were no common stock equivalents.

​

​

4. Securities

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

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross
​ | ​ | Amortized | ​ | ​ | ​ | ​ | Unrecognized | ​ | Unrecognized
​ |  | Cost |  | Fair Value |  | Gains | ​ | Losses
​ | ​ | (In thousands)
Securities held-to-maturity: |  | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |
Municipals | ​ | $ | 67,315 | ​ | $ | 57,064 | ​ | $ | — | ​ | $ | 10,251
Total municipals | ​ |  | 67,315 | ​ |  | 57,064 | ​ |  | — | ​ |  | 10,251
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
FNMA | ​ |  | 7,885 | ​ |  | 7,496 | ​ |  | — | ​ |  | 389
Total mortgage-backed securities | ​ |  | 7,885 | ​ |  | 7,496 | ​ |  | — | ​ |  | 389
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Allowance for Credit Losses | ​ | ​ | (1,085) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Total | ​ | $ | 74,115 | ​ | $ | 64,560 | ​ | $ | — | ​ | $ | 10,640

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

The following table summarizes the Company’s portfolio of securities held-to-maturity at December 31, 2021:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross
​ | ​ | Amortized | ​ | ​ | ​ | ​ | Unrecognized | ​ | Unrecognized
​ |  | Cost |  | Fair Value |  | Gains | ​ | Losses
​ | ​ | (In thousands)
Securities held-to-maturity: |  | ​ |  |  | ​ |  |  | ​ |  | ​ | ​ |
Municipals | ​ | $ | 50,836 | ​ | $ | 53,362 | ​ | $ | 2,526 | ​ | $ | —
Total municipals | ​ |  | 50,836 | ​ |  | 53,362 | ​ |  | 2,526 | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
FNMA | ​ |  | 7,894 | ​ |  | 8,667 | ​ |  | 773 | ​ |  | —
Total mortgage-backed securities | ​ |  | 7,894 | ​ |  | 8,667 | ​ |  | 773 | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Allowance for Credit Losses | ​ | ​ | (862) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Total | ​ | $ | 57,868 | ​ | $ | 62,029 | ​ | $ | 3,299 | ​ | $ | —

​

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross
​ | ​ | Amortized | ​ | ​ | ​ | ​ | Unrealized | ​ | Unrealized
​ |  | Cost |  | Fair Value |  | Gains |  | Losses
​ | ​ | (In thousands)
U.S. government agencies | ​ | $ | 84,463 | ​ | $ | 83,039 | ​ | $ | 10 | ​ | $ | 1,434
Corporate | ​ | ​ | 133,927 | ​ | ​ | 124,468 | ​ | ​ | 72 | ​ | ​ | 9,531
Mutual funds | ​ |  | 11,573 | ​ |  | 11,573 | ​ |  | — | ​ |  | —
Collateralized loan obligations | ​ |  | 131,094 | ​ |  | 125,978 | ​ |  | — | ​ |  | 5,116
Other | ​ |  | 1,662 | ​ |  | 1,662 | ​ |  | — | ​ |  | —
Total other securities | ​ |  | 362,719 | ​ |  | 346,720 | ​ |  | 82 | ​ |  | 16,081
REMIC and CMO | ​ |  | 187,243 | ​ |  | 169,144 | ​ |  | 6 | ​ |  | 18,105
GNMA | ​ |  | 9,638 | ​ |  | 8,257 | ​ |  | 12 | ​ |  | 1,393
FNMA | ​ |  | 209,747 | ​ |  | 189,975 | ​ |  | 5 | ​ |  | 19,777
FHLMC | ​ |  | 161,015 | ​ |  | 143,558 | ​ |  | 21 | ​ |  | 17,478
Total mortgage-backed securities | ​ |  | 567,643 | ​ |  | 510,934 | ​ |  | 44 | ​ |  | 56,753
Total securities available for sale | ​ | $ | 930,362 | ​ | $ | 857,654 | ​ | $ | 126 | ​ | $ | 72,834

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross | ​ | Gross
​ | ​ | Amortized | ​ | ​ | ​ | ​ | Unrealized | ​ | Unrealized
​ |  | Cost |  | Fair Value |  | Gains |  | Losses
​ | ​ | (In thousands)
U.S. government agencies | ​ | $ | 5,599 | ​ | $ | 5,590 | ​ | $ | — | ​ | $ | 9
Corporate | ​ | ​ | 107,423 | ​ | ​ | 104,370 | ​ | ​ | 136 | ​ | ​ | 3,189
Mutual funds | ​ |  | 12,485 | ​ |  | 12,485 | ​ |  | — | ​ |  | —
Collateralized loan obligations | ​ |  | 81,166 | ​ |  | 80,912 | ​ |  | 1 | ​ |  | 255
Other | ​ |  | 1,695 | ​ |  | 1,695 | ​ |  | — | ​ |  | —
Total other securities | ​ |  | 208,368 | ​ |  | 205,052 | ​ |  | 137 | ​ |  | 3,453
REMIC and CMO | ​ |  | 210,948 | ​ |  | 208,509 | ​ |  | 1,217 | ​ |  | 3,656
GNMA | ​ |  | 10,572 | ​ |  | 10,286 | ​ |  | 30 | ​ |  | 316
FNMA | ​ |  | 203,777 | ​ |  | 202,938 | ​ |  | 1,321 | ​ |  | 2,160
FHLMC | ​ |  | 152,760 | ​ |  | 150,451 | ​ |  | 326 | ​ |  | 2,635
Total mortgage-backed securities | ​ |  | 578,057 | ​ |  | 572,184 | ​ |  | 2,894 | ​ |  | 8,767
Total securities available for sale | ​ | $ | 786,425 | ​ | $ | 777,236 | ​ | $ | 3,031 | ​ | $ | 12,220

​

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

​

The following tables detail the amortized cost and fair value of the Company’s securities classified as held-to-maturity and available for sale at June 30, 2022, by contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Amortized | ​ | ​ | ​
Securities held-to-maturity: |  | Cost |  | Fair Value
​ |  | (In thousands)
Due after ten years | ​ | $ | 67,315 | ​ | $ | 57,064
Total other securities | ​ | ​ | 67,315 | ​ | ​ | 57,064
Mortgage-backed securities | ​ | ​ | 7,885 | ​ | ​ | 7,496
​ | ​ | ​ | 75,200 | ​ | ​ | 64,560
​ | ​ | ​ | ​ | ​ | ​ | ​
Allowance for credit losses | ​ | ​ | (1,085) | ​ | ​ | -
Total securities held-to-maturity |  | $ | 74,115 |  | $ | 64,560

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Amortized | ​ | ​ | ​
Securities available for sale: |  | Cost |  | Fair Value
​ | ​ | (In thousands)
Due in one year or less |  | $ | 10,026 |  | $ | 9,920
Due after one year through five years | ​ | ​ | 99,429 | ​ | ​ | 96,645
Due after five years through ten years | ​ |  | 205,672 | ​ |  | 193,191
Due after ten years | ​ | ​ | 36,019 | ​ | ​ | 35,391
Total other securities | ​ |  | 351,146 | ​ |  | 335,147
Mutual funds | ​ |  | 11,573 | ​ |  | 11,573
Mortgage-backed securities | ​ |  | 567,643 | ​ |  | 510,934
Total securities available for sale | ​ | $ | 930,362 | ​ | $ | 857,654

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

The following tables show the Company’s securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at the dates indicated:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | At June 30, 2022
​ | ​ | ​ | ​ | Total | ​ | Less than 12 months | ​ | 12 months or more
​ | ​ | ​ | ​ | ​ | ​ | ​ | Unrealized | ​ | ​ | ​ | ​ | Unrealized | ​ | ​ | ​ | ​ | Unrealized
​ |  | Count |  | Fair Value |  | Losses |  | Fair Value |  | Losses |  | Fair Value |  | Losses
​ | ​ | (Dollars in thousands)
Held-to-maturity securities |  |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Municipals |  | 3 | ​ | $ | 57,064 | ​ | $ | 10,251 | ​ | $ | 57,064 | ​ | $ | 10,251 | ​ | $ | — | ​ | $ | —
Total other securities |  | 3 | ​ |  | 57,064 | ​ |  | 10,251 | ​ |  | 57,064 | ​ |  | 10,251 | ​ |  | — | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
FNMA |  | 1 | ​ |  | 7,496 | ​ |  | 389 | ​ |  | 7,496 | ​ |  | 389 | ​ |  | — | ​ |  | —
Total mortgage-backed securities |  | 1 | ​ |  | 7,496 | ​ |  | 389 | ​ |  | 7,496 | ​ |  | 389 | ​ |  | — | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total |  | 4 | ​ | $ | 64,560 | ​ | $ | 10,640 | ​ | $ | 64,560 | ​ | $ | 10,640 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Available for sale securities |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
U.S. government agencies |  | 7 | ​ | $ | 79,004 | ​ | $ | 1,434 | ​ | $ | 79,004 | ​ | $ | 1,434 | ​ | $ | — | ​ | $ | —
Corporate |  | 18 | ​ |  | 115,395 | ​ |  | 9,531 | ​ |  | 85,515 | ​ |  | 6,917 | ​ |  | 29,880 | ​ |  | 2,614
CLO |  | 19 | ​ |  | 125,978 | ​ |  | 5,116 | ​ |  | 105,745 | ​ |  | 4,082 | ​ |  | 20,233 | ​ |  | 1,034
Total other securities |  | 44 | ​ |  | 320,377 | ​ |  | 16,081 | ​ |  | 270,264 | ​ |  | 12,433 | ​ |  | 50,113 | ​ |  | 3,648
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
REMIC and CMO |  | 45 | ​ |  | 167,535 | ​ |  | 18,105 | ​ |  | 112,167 | ​ |  | 9,561 | ​ |  | 55,368 | ​ |  | 8,544
GNMA |  | 4 | ​ |  | 7,964 | ​ |  | 1,393 | ​ |  | 276 | ​ |  | 15 | ​ |  | 7,688 | ​ |  | 1,378
FNMA |  | 48 | ​ |  | 189,798 | ​ |  | 19,777 | ​ |  | 146,971 | ​ |  | 13,508 | ​ |  | 42,827 | ​ |  | 6,269
FHLMC |  | 25 | ​ |  | 141,019 | ​ |  | 17,478 | ​ |  | 77,799 | ​ |  | 6,218 | ​ |  | 63,220 | ​ |  | 11,260
Total mortgage-backed securities |  | 122 | ​ |  | 506,316 | ​ |  | 56,753 | ​ |  | 337,213 | ​ |  | 29,302 | ​ |  | 169,103 | ​ |  | 27,451
Total |  | 166 | ​ | $ | 826,693 | ​ | $ | 72,834 | ​ | $ | 607,477 | ​ | $ | 41,735 | ​ | $ | 219,216 | ​ | $ | 31,099

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | At December 31, 2021
​ | ​ | ​ | ​ | Total | ​ | Less than 12 months | ​ | 12 months or more
​ | ​ | ​ | ​ | ​ | ​ | ​ | Unrealized | ​ | ​ | ​ | ​ | Unrealized | ​ | ​ | ​ | ​ | Unrealized
​ |  | Count |  | Fair Value |  | Losses |  | Fair Value |  | Losses |  | Fair Value |  | Losses
​ | ​ | (Dollars in thousands)
Available for sale securities |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
U.S. government agencies |  | 2 | ​ | $ | 5,577 | ​ | $ | 9 | ​ | $ | 1,130 | ​ | $ | 5 | ​ | $ | 4,447 | ​ | $ | 4
Corporate |  | 13 | ​ |  | 94,234 | ​ |  | 3,189 | ​ |  | 65,453 | ​ |  | 1,970 | ​ |  | 28,781 | ​ |  | 1,219
CLO |  | 4 | ​ |  | 31,012 | ​ |  | 255 | ​ |  | 10,000 | ​ |  | 1 | ​ |  | 21,012 | ​ |  | 254
Total other securities |  | 19 | ​ |  | 130,823 | ​ |  | 3,453 | ​ |  | 76,583 | ​ |  | 1,976 | ​ |  | 54,240 | ​ |  | 1,477
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
REMIC and CMO |  | 15 | ​ |  | 124,131 | ​ |  | 3,656 | ​ |  | 105,959 | ​ |  | 2,800 | ​ |  | 18,172 | ​ |  | 856
GNMA |  | 4 | ​ |  | 9,924 | ​ |  | 316 | ​ |  | 1,138 | ​ |  | 16 | ​ |  | 8,786 | ​ |  | 300
FNMA |  | 25 | ​ |  | 171,109 | ​ |  | 2,160 | ​ |  | 153,657 | ​ |  | 1,587 | ​ |  | 17,452 | ​ |  | 573
FHLMC |  | 18 | ​ |  | 129,115 | ​ |  | 2,635 | ​ |  | 98,297 | ​ |  | 1,448 | ​ |  | 30,818 | ​ |  | 1,187
Total mortgage-backed securities |  | 62 | ​ |  | 434,279 | ​ |  | 8,767 | ​ |  | 359,051 | ​ |  | 5,851 | ​ |  | 75,228 | ​ |  | 2,916
Total |  | 81 | ​ | $ | 565,102 | ​ | $ | 12,220 | ​ | $ | 435,634 | ​ | $ | 7,827 | ​ | $ | 129,468 | ​ | $ | 4,393

​

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company reviewed each available for sale security that had an unrealized loss at June 30, 2022 and December 31, 2021. The Company does not have the intent to sell these securities, and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. If the Company evaluates any decline in the fair value due to credit loss factors and this evaluation indicates that a credit loss exists, then the present value of cash flows that is expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. All of these securities are rated investment grade or above and have a long history of no credit losses. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment.

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

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

Accrued interest receivable on held-to-maturity securities totaled $0.1 million each at June 30, 2022 and December 31, 2021, and is excluded from estimates of credit losses. Accrued interest receivable on available for sale debt securities totaled $2.5 million and $1.5 million at June 30, 2022 and December 31, 2021, respectively, and is excluded from the estimate of credit losses.

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Other Securities
​ | ​ | For the three months ended | ​ | For the six months ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2022 |  | 2021 | ​ | 2022 |  | 2021
​ | ​ | (In thousands)
Beginning balance | ​ | $ | 986 | ​ | $ | 915 | ​ | $ | 862 | ​ | $ | 907
Provision (benefit) | ​ |  | 99 | ​ |  | (71) | ​ |  | 223 | ​ |  | (63)
Allowance for credit losses | ​ | $ | 1,085 | ​ | $ | 844 | ​ | $ | 1,085 | ​ | $ | 844

​

Realized gains and losses on the sales of securities are determined using the specific identification method. The Company did not sell any securities during the three and six months ended June 30, 2022. The Company sold $25.0 million in corporate securities during the three and six months ended June 30, 2021.

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the six months ended | ​
​ | ​ | June 30, | ​ | June 30, | ​
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gross gains from the sale of securities | ​ | $ | — | ​ | $ | 123 | ​ | $ | — | ​ | $ | 123 | ​
Gross losses from the sale of securities | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​
Net gains from the sale of securities | ​ | $ | — | ​ | $ | 123 | ​ | $ | — | ​ | $ | 123 | ​

​

​

​

5. Loans

Loans are reported at their outstanding principal balance net of any unearned income, charge-offs, deferred loan fees and costs on originated loans and unamortized premiums or discounts on purchased loans. Loan fees and certain loan origination costs are deferred. Net loan origination costs and premiums or discounts on loans purchased are amortized into interest income over the contractual life of the loans using the level-yield method. Prepayment penalties received on loans which pay in full prior to their scheduled maturity are included in interest income in the period they are collected.

Interest on loans is recognized on the accrual basis. Accrued interest receivable totaled $33.5 million and $35.8 million at June 30, 2022 and December 31, 2021, respectively, and was reported in “Interest and dividends receivable” on the Consolidated Statements of Financial Condition. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is likely to occur.

At June 30, 2022, we had five active forbearances which were granted under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) for loans with an aggregate outstanding loan balance of approximately $26.7 million resulting in total deferment of $1.6 million in principal, interest and escrow, down from 20 active forbearances for loans with an aggregate outstanding loan balance of $71.9 million at December 31, 2021. These loans are considered current and continue to accrue interest at their original contractual terms until the completion of the applicable deferral periods, following which the borrowers will resume making payments and normal delinquency-based non-accrual policies will apply. The Company actively participated in the Paycheck Protection Program (“PPP”), under the CARES Act, closing $310.3 million of these loans since the beginning of the program, with $288.1 million forgiven by the SBA as of June 30, 2022, of which $21.0 million were forgiven during the recent quarter.

​

Allowance for credit losses

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

The amount of the ACL is based upon a loss rate model that considers multiple factors which reflects management’s assessment of the credit quality of the loan portfolio. Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The factors are both quantitative and qualitative in nature including, but not limited to, historical losses,

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

During the three months ended June 30, 2022, the Company recorded a provision for credit losses on loans totaling $1.5 million, compared to a benefit for credit losses on loans totaling $1.5 million for the three months ended June 30, 2021. The Company recorded a provision for credit losses on loans totaling $2.7 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. The provision recorded during the six months ended June 30, 2022 was driven by loan growth coupled with the ongoing environmental uncertainty resulting from high and rising inflation and increasing interest rates. The Company made no changes to the reasonable and supportable forecast period and decreased the reversion period from six quarters to four quarters at June 30, 2022, in order to revert back to our historical losses sooner as the economic forecast in the model is more favorable than the current conditions. The ACL - loans totaled $39.4 million at June 30, 2022 compared to $37.1 million at December 31, 2021. At June 30, 2022, the ACL - loans represented 0.58% of gross loans and 141.1% of non-performing loans. At December 31, 2021, the ACL - loans represented 0.56% of gross loans and 248.7% of non-performing loans.

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

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

The allocation of a portion of the ACL for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR loan which is collateral dependent, the fair value of the collateral. At June 30, 2022, there were no commitments to lend additional funds to borrowers whose loans were modified to a TDR. The modification of loans to a TDR did not have a significant effect on our operating results, nor did it require a significant allocation of the ACL.

​

During the three and six months ended June 30, 2022, two commercial business and other loans classified as TDRs totaling $2.5 million defaulted within 12 months of its modification date. During the three and six months ended June 30, 2021, there were no TDRs that defaulted within 12 months of its modification date.

​

​

-14-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended
​ | ​ | June 30, 2022 | ​
(Dollars in thousands) |  | Number |  | Balance |  | Modification description |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial business and other |  | 2 | ​ | $ | 2,453 |  | Two loans had loan extensions |
Total |  | 2 | ​ | $ | 2,453 |  |  |

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended
​ | ​ | June 30, 2021 | ​
(Dollars in thousands) |  | Number |  | Balance |  | Modification description |
Commercial real estate | ​ | 2 | ​ | $ | 674 | ​ | Two loans had loan extensions | ​
Total |  | 2 | ​ | $ | 674 |  |  |

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​
​ | ​ | For the six months ended
​ | ​ | June 30, 2022 | ​
(Dollars in thousands) |  | Number |  | Balance |  | Modification description |
Small Business Administration | ​ | 1 | ​ | $ | 271 | ​ | Loan amortization extension | ​
Commercial business and other |  | 4 | ​ | ​ | 5,222 |  | One loan received a below market interest rate and three loans had an amortization extension |
Total |  | 5 | ​ | $ | 5,493 |  |  |

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended
​ | ​ | June 30, 2021 | ​
(Dollars in thousands) |  | Number |  | Balance |  | Modification description |
Commercial real estate | ​ | 2 | ​ | $ | 674 | ​ | Two loans had loan extensions | ​
Total |  | 2 | ​ | $ | 674 |  |  |

​

​

​

-15-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2022 | ​ | December 31, 2021
​ | ​ | Number | ​ | Amortized | ​ | Number | ​ | Amortized
(Dollars in thousands) |  | of contracts |  | Cost | ​ | of contracts |  | Cost
Multi-family residential |  | 6 | ​ | $ | 1,656 | ​ | 6 | ​ | $ | 1,690
Commercial real estate | ​ | 1 | ​ | ​ | 7,572 | ​ | 1 | ​ | ​ | 7,572
One-to-four family - mixed-use property (1) |  | 4 | ​ |  | 1,254 | ​ | 5 | ​ |  | 1,636
One-to-four family - residential |  | 1 | ​ |  | 260 | ​ | 3 | ​ |  | 483
Small Business Administration | ​ | 1 | ​ | ​ | 269 | ​ | — | ​ | ​ | —
Commercial business and other (1) |  | 7 | ​ |  | 3,771 | ​ | 5 | ​ |  | 1,381
Total performing |  | 20 | ​ | $ | 14,782 | ​ | 20 | ​ | $ | 12,762

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

​

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2022 | ​
​ | ​ | Number | ​ | Amortized | ​
(Dollars in thousands) |  | of contracts |  | Cost | ​
Commercial business and other |  | 2 | ​ | $ | 2,453 | ​
Total non-performing |  | 2 | ​ | $ | 2,453 | ​

​

​

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

​

-16-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | At or for the six months ended June 30, 2022
(In thousands) | ​ | ​ | Non-accrual amortized cost beginning of the reporting period | ​ | ​ | Non-accrual amortized cost end of the reporting period | ​ | ​ | Non-accrual with no related allowance | ​ | ​ | Interest income recognized | ​ | ​ | Loans ninety days or more past due and still accruing
Multi-family residential | ​ | $ | 2,652 | ​ | $ | 3,707 | ​ | $ | 3,707 | ​ | $ | — | ​ | $ | —
Commercial real estate | ​ | ​ | 640 | ​ | ​ | 273 | ​ | ​ | 273 | ​ | ​ | — | ​ | ​ | —
One-to-four family - mixed-use property (1) | ​ | ​ | 1,582 | ​ | ​ | 1,049 | ​ | ​ | 1,049 | ​ | ​ | — | ​ | ​ | —
One-to-four family - residential | ​ | ​ | 7,482 | ​ | ​ | 4,708 | ​ | ​ | 4,708 | ​ | ​ | — | ​ | ​ | —
Small Business Administration | ​ | ​ | 952 | ​ | ​ | 951 | ​ | ​ | 951 | ​ | ​ | — | ​ | ​ | —
Construction | ​ | ​ | — | ​ | ​ | 856 | ​ | ​ | 856 | ​ | ​ | — | ​ | ​ | —
Commercial business and other (1) | ​ | ​ | 1,945 | ​ | ​ | 19,373 | ​ | ​ | 3,330 | ​ | ​ | 139 | ​ | ​ | 100
Total | ​ | $ | 15,253 | ​ | $ | 30,917 | ​ | $ | 14,874 | ​ | $ | 139 | ​ | $ | 100

| (1) | Included in the above analysis are non-accrual performing TDR one-to-four family – mixed-use property totaling $0.3 million. Commercial business and other contains a non-accrual performing TDR totaling $2.8 million.

​

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | At or for the year ended December 31, 2021
(In thousands) | ​ | ​ | Non-accrual amortized cost beginning of the reporting period | ​ | ​ | Non-accrual amortized cost end of the reporting period | ​ | ​ | Non-accrual with no related allowance | ​ | ​ | Interest income recognized | ​ | ​ | Loans ninety days or more past due and still accruing
Multi-family residential | ​ | $ | 2,576 | ​ | $ | 2,652 | ​ | $ | 2,652 | ​ | $ | 19 | ​ | $ | —
Commercial real estate | ​ | ​ | 1,766 | ​ | ​ | 640 | ​ | ​ | 640 | ​ | ​ | — | ​ | ​ | —
One-to-four family - mixed-use property (1) | ​ | ​ | 1,706 | ​ | ​ | 1,582 | ​ | ​ | 1,582 | ​ | ​ | 6 | ​ | ​ | —
One-to-four family - residential | ​ | ​ | 5,313 | ​ | ​ | 7,482 | ​ | ​ | 7,482 | ​ | ​ | 1 | ​ | ​ | —
Small Business Administration | ​ | ​ | 1,168 | ​ | ​ | 952 | ​ | ​ | 952 | ​ | ​ | — | ​ | ​ | —
Taxi medallion(2) | ​ | ​ | 2,758 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Commercial business and other(1) | ​ | ​ | 5,660 | ​ | ​ | 1,945 | ​ | ​ | 305 | ​ | ​ | 78 | ​ | ​ | —
Total | ​ | $ | 20,947 | ​ | $ | 15,253 | ​ | $ | 13,613 | ​ | $ | 104 | ​ | $ | —

​

| (1) | Included in the above analysis are non-accrual performing TDR one-to-four family – mixed-use property totaling $0.3 million. Commercial business and other contains a non-accrual performing TDR totaling less than $0.1 million.

| (2) | Taxi medallions were completely charged-off during the year ended December 31, 2021.

​

-17-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the six months ended | ​
​ | ​ | June 30, | ​ | June 30, | ​
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021 |
(In thousands) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest income that would have been recognized had the loans performed in accordance with their original terms | ​ | $ | 588 | ​ | $ | 453 | ​ | $ | 960 | ​ | $ | 915 | ​
Less: Interest income included in the results of operations | ​ |  | 282 | ​ |  | 163 | ​ |  | 437 | ​ |  | 323 | ​
Total foregone interest | ​ | $ | 306 | ​ | $ | 290 | ​ | $ | 523 | ​ | $ | 592 | ​

​

The following tables show the aging of the amortized cost basis in past-due loans at the period indicated by class of loans:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2022
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Greater | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 30 - 59 Days | ​ | 60 - 89 Days | ​ | than | ​ | Total Past | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) |  | Past Due |  | Past Due |  | 90 Days |  | Due |  | Current |  | Total Loans
Multi-family residential | ​ | $ | 2,413 | ​ | $ | — | ​ | $ | 3,707 | ​ | $ | 6,120 | ​ | $ | 2,529,067 | ​ | $ | 2,535,187
Commercial real estate | ​ |  | 337 | ​ |  | — | ​ |  | 273 | ​ |  | 610 | ​ |  | 1,865,773 | ​ |  | 1,866,383
One-to-four family - mixed-use property | ​ |  | 3,937 | ​ |  | — | ​ |  | 795 | ​ |  | 4,732 | ​ |  | 559,401 | ​ |  | 564,133
One-to-four family - residential | ​ |  | 1,196 | ​ |  | 77 | ​ |  | 4,708 | ​ |  | 5,981 | ​ |  | 246,128 | ​ |  | 252,109
Construction | ​ |  | — | ​ |  | — | ​ |  | 856 | ​ |  | 856 | ​ |  | 71,105 | ​ |  | 71,961
Small Business Administration | ​ |  | 40 | ​ |  | 1,991 | ​ |  | 951 | ​ |  | 2,982 | ​ |  | 37,029 | ​ |  | 40,011
Commercial business and other | ​ |  | 93 | ​ |  | 3 | ​ |  | 3,580 | ​ |  | 3,676 | ​ |  | 1,426,933 | ​ |  | 1,430,609
Total | ​ | $ | 8,016 | ​ | $ | 2,071 | ​ | $ | 14,870 | ​ | $ | 24,957 | ​ | $ | 6,735,436 | ​ | $ | 6,760,393

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Greater | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | 30 - 59 Days | ​ | 60 - 89 Days | ​ | than | ​ | Total Past | ​ | ​ | ​ | ​ | ​ | ​
(In thousands) |  | Past Due |  | Past Due |  | 90 Days |  | Due |  | Current |  | Total Loans
Multi-family residential | ​ | $ | 3,652 | ​ | $ | 4,193 | ​ | $ | 2,652 | ​ | $ | 10,497 | ​ | $ | 2,508,730 | ​ | $ | 2,519,227
Commercial real estate | ​ |  | 5,743 | ​ |  | — | ​ |  | 640 | ​ |  | 6,383 | ​ |  | 1,770,992 | ​ |  | 1,777,375
One-to-four family - mixed-use property | ​ |  | 2,319 | ​ |  | — | ​ |  | 1,321 | ​ |  | 3,640 | ​ |  | 571,296 | ​ |  | 574,936
One-to-four family - residential | ​ |  | 163 | ​ |  | 224 | ​ |  | 7,482 | ​ |  | 7,870 | ​ |  | 269,942 | ​ |  | 277,812
Construction | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 59,473 | ​ |  | 59,473
Small Business Administration | ​ |  | — | ​ |  | — | ​ |  | 952 | ​ |  | 952 | ​ |  | 90,884 | ​ |  | 91,836
Commercial business and other | ​ |  | 101 | ​ |  | 40 | ​ |  | 1,386 | ​ |  | 1,527 | ​ |  | 1,335,919 | ​ |  | 1,337,446
Total | ​ | $ | 11,978 | ​ | $ | 4,457 | ​ | $ | 14,433 | ​ | $ | 30,869 | ​ | $ | 6,607,236 | ​ | $ | 6,638,105

​

​

​

-18-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2022
​ |  | ​ | ​ |  | ​ | ​ |  | One-to-four |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | family - | ​ | One-to-four | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Commercial | ​ | ​ | ​
​ | ​ | Multi-family | ​ | Commercial | ​ | mixed-use | ​ | family - | ​ | Construction | ​ | Small Business | ​ | Taxi | ​ | business and | ​ | ​ | ​
(In thousands) | ​ | residential | ​ | real estate | ​ | property | ​ | residential | ​ | loans | ​ | Administration | ​ | medallion | ​ | other | ​ | Total
Allowance for credit losses: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Beginning balance | ​ | $ | 8,561 | ​ | $ | 7,716 | ​ | $ | 1,864 | ​ | $ | 766 | ​ | $ | 268 | ​ | $ | 1,837 | ​ | $ | — | ​ | $ | 16,421 | ​ | $ | 37,433
Charge-offs | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (26) | ​ |  | — | ​ |  | (24) | ​ |  | (50)
Recoveries | ​ |  | 1 | ​ |  | — | ​ |  | — | ​ |  | 2 | ​ |  | — | ​ |  | 14 | ​ |  | 435 | ​ |  | 99 | ​ |  | 551
Provision (benefit) | ​ |  | 843 | ​ |  | 727 | ​ |  | 95 | ​ |  | 98 | ​ |  | 32 | ​ |  | 293 | ​ |  | (435) | ​ |  | (163) | ​ |  | 1,490
Ending balance | ​ | $ | 9,405 | ​ | $ | 8,443 | ​ | $ | 1,959 | ​ | $ | 866 | ​ | $ | 300 | ​ | $ | 2,118 | ​ | $ | — | ​ | $ | 16,333 | ​ | $ | 39,424

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2021
​ |  | ​ | ​ |  | ​ | ​ |  | One-to-four |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | family - | ​ | One-to-four | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Commercial | ​ | ​ | ​
​ | ​ | Multi-family | ​ | Commercial | ​ | mixed-use | ​ | family - | ​ | Construction | ​ | Small Business | ​ | Taxi | ​ | business and | ​ | ​ | ​
(In thousands) | ​ | residential | ​ | real estate | ​ | property | ​ | residential | ​ | loans | ​ | Administration | ​ | medallion | ​ | other | ​ | Total
Allowance for credit losses: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Beginning balance | ​ | $ | 7,144 | ​ | $ | 8,356 | ​ | $ | 1,873 | ​ | $ | 710 | ​ | $ | 750 | ​ | $ | 2,127 | ​ | $ | — | ​ | $ | 24,139 | ​ | $ | 45,099
Charge-offs | ​ |  | — | ​ |  | — | ​ |  | (3) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,183) | ​ |  | (1,186)
Recoveries | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 2 | ​ |  | — | ​ |  | 9 | ​ |  | 222 | ​ |  | 51 | ​ |  | 284
Provision (benefit) | ​ |  | (585) | ​ |  | (2,488) | ​ |  | (378) | ​ |  | 4 | ​ |  | (565) | ​ |  | 166 | ​ |  | (222) | ​ |  | 2,541 | ​ |  | (1,527)
Ending balance | ​ | $ | 6,559 | ​ | $ | 5,868 | ​ | $ | 1,492 | ​ | $ | 716 | ​ | $ | 185 | ​ | $ | 2,302 | ​ | $ | — | ​ | $ | 25,548 | ​ | $ | 42,670

​

​

​

​

​

​

​

​

​

​

-19-

​

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​

​

​

​

​

​

​

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2022
​ |  | ​ | ​ |  | ​ | ​ |  | One-to-four |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | family - | ​ | One-to-four | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Commercial | ​ | ​ | ​
​ | ​ | Multi-family | ​ | Commercial | ​ | mixed-use | ​ | family - | ​ | Construction | ​ | Small Business | ​ | Taxi | ​ | business and | ​ | ​ | ​
(In thousands) | ​ | residential | ​ | real estate | ​ | property | ​ | residential | ​ | loans | ​ | Administration | ​ | medallion | ​ | other | ​ | Total
Allowance for credit losses: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Beginning balance | ​ | $ | 8,185 | ​ | $ | 7,158 | ​ | $ | 1,755 | ​ | $ | 784 | ​ | $ | 186 | ​ | $ | 1,209 | ​ | $ | — | ​ | $ | 17,858 | ​ | $ | 37,135
Charge-offs | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,054) | ​ |  | — | ​ |  | (32) | ​ |  | (1,086)
Recoveries | ​ |  | 1 | ​ |  | — | ​ |  | — | ​ |  | 4 | ​ |  | — | ​ |  | 27 | ​ |  | 447 | ​ |  | 173 | ​ |  | 652
Provision (benefit) | ​ |  | 1,219 | ​ |  | 1,285 | ​ |  | 204 | ​ |  | 78 | ​ |  | 114 | ​ |  | 1,936 | ​ |  | (447) | ​ |  | (1,666) | ​ |  | 2,723
Ending balance | ​ | $ | 9,405 | ​ | $ | 8,443 | ​ | $ | 1,959 | ​ | $ | 866 | ​ | $ | 300 | ​ | $ | 2,118 | ​ | $ | — | ​ | $ | 16,333 | ​ | $ | 39,424

​

​

​

​

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2021
​ |  | ​ | ​ |  | ​ | ​ |  | One-to-four |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | family - | ​ | One-to-four | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Commercial | ​ | ​ | ​
​ | ​ | Multi-family | ​ | Commercial | ​ | mixed-use | ​ | family - | ​ | Construction | ​ | Small Business | ​ | Taxi | ​ | business and | ​ | ​ | ​
(In thousands) | ​ | residential | ​ | real estate | ​ | property | ​ | residential | ​ | loans | ​ | Administration | ​ | medallion | ​ | other | ​ | Total
Allowance for credit losses: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Beginning balance | ​ | $ | 6,557 | ​ | $ | 8,327 | ​ | $ | 1,986 | ​ | $ | 869 | ​ | $ | 497 | ​ | $ | 2,251 | ​ | $ | — | ​ | $ | 24,666 | ​ | $ | 45,153
Charge-offs | ​ |  | (43) | ​ |  | (64) | ​ |  | (32) | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (2,758) | ​ |  | (1,211) | ​ |  | (4,108)
Recoveries | ​ |  | 10 | ​ |  | — | ​ |  | 10 | ​ |  | 7 | ​ |  | — | ​ |  | 19 | ​ |  | 222 | ​ |  | 73 | ​ |  | 341
Provision (Benefit) | ​ |  | 35 | ​ |  | (2,395) | ​ |  | (472) | ​ |  | (160) | ​ |  | (312) | ​ |  | 32 | ​ |  | 2,536 | ​ |  | 2,020 | ​ |  | 1,284
Ending balance | ​ | $ | 6,559 | ​ | $ | 5,868 | ​ | $ | 1,492 | ​ | $ | 716 | ​ | $ | 185 | ​ | $ | 2,302 | ​ | $ | — | ​ | $ | 25,548 | ​ | $ | 42,670

​

​

​

​

​

​

​

-20-

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

​

​

​

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

​

-21-

​

Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving Loans | ​ | ​ | Revolving Loans | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Amortized Cost | ​ | ​ | converted to | ​ | ​ | ​
(In thousands) | ​ | ​ | 2022 | ​ | ​ | 2021 | ​ | ​ | 2020 | ​ | ​ | 2019 | ​ | ​ | 2018 | ​ | ​ | Prior | ​ | ​ | Basis | ​ | ​ | term loans | ​ | ​ | Total
1-4 Family Residential | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 10,310 | ​ | $ | 8,806 | ​ | $ | 19,533 | ​ | $ | 43,660 | ​ | $ | 29,373 | ​ | $ | 108,148 | ​ | $ | 10,578 | ​ | $ | 13,345 | ​ | $ | 243,753
Watch | ​ | ​ | — | ​ | ​ | 293 | ​ | ​ | — | ​ | ​ | 730 | ​ | ​ | — | ​ | ​ | 933 | ​ | ​ | 120 | ​ | ​ | 1,354 | ​ | ​ | 3,430
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 30 | ​ | ​ | 30
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,450 | ​ | ​ | — | ​ | ​ | 446 | ​ | ​ | 4,896
Total 1-4 Family Residential | ​ | $ | 10,310 | ​ | $ | 9,099 | ​ | $ | 19,533 | ​ | $ | 44,390 | ​ | $ | 29,373 | ​ | $ | 113,531 | ​ | $ | 10,698 | ​ | $ | 15,175 | ​ | $ | 252,109
1-4 Family Mixed-Use | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 26,273 | ​ | $ | 45,047 | ​ | $ | 33,924 | ​ | $ | 66,003 | ​ | $ | 67,908 | ​ | $ | 313,365 | ​ | $ | — | ​ | $ | — | ​ | $ | 552,520
Watch | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 892 | ​ | ​ | 744 | ​ | ​ | — | ​ | ​ | 7,950 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 9,586
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 786 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 786
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,241 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,241
Total 1-4 Family Mixed Use | ​ | $ | 26,273 | ​ | $ | 45,047 | ​ | $ | 34,816 | ​ | $ | 66,747 | ​ | $ | 67,908 | ​ | $ | 323,342 | ​ | $ | — | ​ | $ | — | ​ | $ | 564,133
Commercial Real Estate | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 211,255 | ​ | $ | 185,731 | ​ | $ | 158,206 | ​ | $ | 234,777 | ​ | $ | 248,456 | ​ | $ | 751,222 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,789,647
Watch | ​ | ​ | — | ​ | ​ | 1,645 | ​ | ​ | — | ​ | ​ | 10,605 | ​ | ​ | 6,826 | ​ | ​ | 57,379 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 76,455
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 281 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 281
Total Commercial Real Estate | ​ | $ | 211,255 | ​ | $ | 187,376 | ​ | $ | 158,206 | ​ | $ | 245,382 | ​ | $ | 255,282 | ​ | $ | 808,882 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,866,383
Construction | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 1,984 | ​ | $ | 14,741 | ​ | $ | 13,142 | ​ | $ | 14,802 | ​ | ​ | — | ​ | $ | — | ​ | $ | 17,559 | ​ | $ | — | ​ | $ | 62,228
Watch | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,279 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,279
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,598 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,598
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 856 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 856
Total Construction | ​ | $ | 1,984 | ​ | $ | 14,741 | ​ | $ | 13,142 | ​ | $ | 14,802 | ​ | $ | 7,135 | ​ | $ | 2,598 | ​ | $ | 17,559 | ​ | $ | — | ​ | $ | 71,961
Multi-family | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 251,810 | ​ | $ | 292,720 | ​ | $ | 231,194 | ​ | $ | 323,125 | ​ | $ | 402,032 | ​ | $ | 998,034 | ​ | $ | 5,933 | ​ | $ | — | ​ | $ | 2,504,848
Watch | ​ | ​ | — | ​ | ​ | 1,117 | ​ | ​ | 1,467 | ​ | ​ | — | ​ | ​ | 12,050 | ​ | ​ | 10,666 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 25,300
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 567 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 567
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,889 | ​ | ​ | 1,583 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 4,472
Total Multi-family | ​ | $ | 251,810 | ​ | $ | 293,837 | ​ | $ | 232,661 | ​ | $ | 323,125 | ​ | $ | 416,971 | ​ | $ | 1,010,850 | ​ | $ | 5,933 | ​ | $ | — | ​ | $ | 2,535,187
Commercial Business - Secured by RE | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 127,888 | ​ | $ | 145,394 | ​ | $ | 90,463 | ​ | $ | 34,613 | ​ | $ | 56,739 | ​ | $ | 99,065 | ​ | $ | — | ​ | $ | — | ​ | $ | 554,162
Watch | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 21,757 | ​ | ​ | 48,439 | ​ | ​ | 18,661 | ​ | ​ | 57,978 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 146,835
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 576 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 576
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,847 | ​ | ​ | — | ​ | ​ | 3,554 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,401
Total Commercial Business - Secured by RE | ​ | $ | 127,888 | ​ | $ | 145,394 | ​ | $ | 112,220 | ​ | $ | 85,475 | ​ | $ | 75,400 | ​ | $ | 160,597 | ​ | $ | — | ​ | $ | — | ​ | $ | 706,974
Commercial Business | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 88,248 | ​ | $ | 115,221 | ​ | $ | 46,969 | ​ | $ | 43,504 | ​ | $ | 48,621 | ​ | $ | 62,638 | ​ | $ | 217,817 | ​ | $ | — | ​ | $ | 623,018
Watch | ​ | ​ | — | ​ | ​ | 2,476 | ​ | ​ | 523 | ​ | ​ | 22,487 | ​ | ​ | 16,196 | ​ | ​ | 18,834 | ​ | ​ | 5,960 | ​ | ​ | — | ​ | ​ | 66,476
Special Mention | ​ | ​ | — | ​ | ​ | 1,483 | ​ | ​ | 6,074 | ​ | ​ | 39 | ​ | ​ | 2,063 | ​ | ​ | 545 | ​ | ​ | 846 | ​ | ​ | — | ​ | ​ | 11,050
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 87 | ​ | ​ | 31 | ​ | ​ | 5,265 | ​ | ​ | 3,781 | ​ | ​ | 12,711 | ​ | ​ | — | ​ | ​ | 21,875
Doubtful | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 996 | ​ | ​ | — | ​ | ​ | 996
Total Commercial Business | ​ | $ | 88,248 | ​ | $ | 119,180 | ​ | $ | 53,653 | ​ | $ | 66,061 | ​ | $ | 72,145 | ​ | $ | 85,798 | ​ | $ | 238,330 | ​ | $ | — | ​ | $ | 723,415
Small Business Administration | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | 2,728 | ​ | $ | 21,712 | ​ | $ | 4,839 | ​ | $ | 720 | ​ | $ | 1,319 | ​ | $ | 2,259 | ​ | $ | — | ​ | $ | — | ​ | $ | 33,577
Watch | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 54 | ​ | ​ | 2,539 | ​ | ​ | 2,575 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,168
Special Mention | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 46 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 46
Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,220 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,220
Total Small Business Administration | ​ | $ | 2,728 | ​ | $ | 21,712 | ​ | $ | 4,839 | ​ | $ | 774 | ​ | $ | 3,858 | ​ | $ | 6,100 | ​ | $ | — | ​ | $ | — | ​ | $ | 40,011
Other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 140 | ​ | $ | 80 | ​ | $ | — | ​ | $ | 220
Total Other | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 140 | ​ | $ | 80 | ​ | $ | — | ​ | $ | 220
Total by Loan Type | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Pass | ​ | $ | 720,496 | ​ | $ | 829,372 | ​ | $ | 598,270 | ​ | $ | 761,204 | ​ | $ | 854,448 | ​ | $ | 2,334,871 | ​ | $ | 251,967 | ​ | $ | 13,345 | ​ | $ | 6,363,973
Total Watch | ​ | ​ | — | ​ | ​ | 5,531 | ​ | ​ | 24,639 | ​ | ​ | 83,059 | ​ | ​ | 62,551 | ​ | ​ | 156,315 | ​ | ​ | 6,080 | ​ | ​ | 1,354 | ​ | ​ | 339,529
Total Special Mention | ​ | ​ | — | ​ | ​ | 1,483 | ​ | ​ | 6,074 | ​ | ​ | 615 | ​ | ​ | 2,063 | ​ | ​ | 4,542 | ​ | ​ | 846 | ​ | ​ | 30 | ​ | ​ | 15,653
Total Substandard | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 87 | ​ | ​ | 1,878 | ​ | ​ | 9,010 | ​ | ​ | 16,110 | ​ | ​ | 12,711 | ​ | ​ | 446 | ​ | ​ | 40,242
Total Doubtful | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 996 | ​ | ​ | — | ​ | ​ | 996
Total Loans | ​ | $ | 720,496 | ​ | $ | 836,386 | ​ | $ | 629,070 | ​ | $ | 846,756 | ​ | $ | 928,072 | ​ | $ | 2,511,838 | ​ | $ | 272,600 | ​ | $ | 15,175 | ​ | $ | 6,760,393

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

​

Included within net loans as of June 30, 2022 and December 31, 2021 were $5.4 million and $8.7 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​
​ | ​ | Collateral Type
​ | ​ | June 30, 2022 | ​ | December 31, 2021
(In thousands) | ​ | ​ | Real Estate | ​ | ​ | Business Assets | ​ | ​ | Real Estate | ​ | ​ | Business Assets
Multi-family residential | ​ | $ | 3,707 | ​ | $ | — | ​ | $ | 2,652 | ​ | $ | —
Commercial real estate | ​ | ​ | 775 | ​ | ​ | — | ​ | ​ | 1,158 | ​ | ​ | —
One-to-four family - mixed-use property | ​ | ​ | 1,049 | ​ | ​ | — | ​ | ​ | 1,582 | ​ | ​ | —
One-to-four family - residential | ​ | ​ | 4,708 | ​ | ​ | — | ​ | ​ | 7,482 | ​ | ​ | —
Construction | ​ | ​ | 856 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Small Business Administration | ​ | ​ | — | ​ | ​ | 951 | ​ | ​ | — | ​ | ​ | 952
Commercial business and other | ​ | ​ | — | ​ | ​ | 18,871 | ​ | ​ | — | ​ | ​ | 1,427
Total | ​ | $ | 11,095 | ​ | $ | 19,822 | ​ | $ | 12,874 | ​ | $ | 2,379
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

​

Off-Balance Sheet Credit Losses

​

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

Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) totaled $542.6 million and $472.9 million at June 30, 2022 and December 31, 2021, respectively.

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the six months ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
​ | ​ | (In thousands)
Balance at beginning of period | ​ | $ | 1,589 | ​ | $ | 1,304 | ​ | $ | 1,209 | ​ | $ | 1,815
Off-Balance Sheet- Provision (Benefit) | ​ | ​ | (145) | ​ | ​ | 266 | ​ | ​ | 235 | ​ | ​ | (245)
Allowance for Off-Balance Sheet - Credit losses (1) | ​ | $ | 1,444 | ​ | $ | 1,570 | ​ | $ | 1,444 | ​ | $ | 1,570

​

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

​

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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, 2022 and December 31, 2021, the Bank did not have any loans held for sale.

The following table shows loans sold during the periods indicated:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three and six months ended June 30, 2022
(Dollars in thousands) |  | Loans sold |  | Proceeds |  | Net charge-offs |  | Net gain
Performing loans |  |  |  | ​ |  |  | ​ |  |  | ​ |
Multi-family residential |  | 4 | ​ | $ | 10,136 | ​ | $ | — | ​ | $ | —
Commercial | ​ | 1 | ​ |  | 4,312 | ​ |  | — | ​ |  | —
Total |  | 5 | ​ | $ | 14,448 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Delinquent and non-performing loans |  |  |  | ​ |  |  | ​ |  |  | ​ |
Commercial |  | 1 | ​ | ​ | 3,687 | ​ | ​ | — | ​ | ​ | 73
One-to-four family - mixed-use property |  | 1 | ​ |  | 430 | ​ |  | — | ​ |  | —
Total |  | 2 | ​ | $ | 4,117 | ​ | $ | — | ​ | $ | 73

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended June 30, 2021
​ | ​ | ​ | ​ |  | ​ | ​ | Net | ​ |  | ​
(Dollars in thousands) |  | Loans sold |  | Proceeds |  | charge-offs |  | Net gain
Delinquent and non-performing loans |  |  |  | ​ |  |  | ​ |  |  | ​ |
Multi-family residential |  | 3 | ​ | $ | 7,846 | ​ | $ | — | ​ | $ | 58
One-to-four family - mixed-use property |  | 4 | ​ |  | 2,488 | ​ |  | — | ​ |  | 69
Total |  | 7 | ​ | $ | 10,334 | ​ | $ | — | ​ | $ | 127

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30, 2021
(Dollars in thousands) |  | Loans sold |  | Proceeds |  | Net charge-offs |  | Net gain
Delinquent and non-performing loans |  |  |  | ​ |  |  | ​ |  |  | ​ |
Multi-family residential |  | 8 | ​ | $ | 10,752 | ​ | $ | (43) | ​ | $ | 63
Commercial | ​ | 3 | ​ |  | 3,036 | ​ |  | (64) | ​ |  | 17
One-to-four family - mixed-use property |  | 10 | ​ |  | 4,796 | ​ |  | (14) | ​ |  | 78
Total |  | 21 | ​ | $ | 18,584 | ​ | $ | (121) | ​ | $ | 158

​

​

​

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

7. Leases

The Company has 28 operating leases for branches (including headquarters) and office spaces, 10 operating leases for vehicles, and one operating lease for equipment. Our leases have remaining lease terms ranging from six month s to approximately 14 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of lease term.

​

The Company has elected the short-term lease recognition exemption such that the Company will not recognize Right of Use (“ROU”) assets or lease liabilities for leases with a term of less than 12 months from the commencement date. The Company has two agreements in 2022 and one agreement in 2021 that qualified as short-term leases. Certain leases have escalation clauses for operating expenses and real estate taxes. The Company’s non-cancelable operating lease agreements expire through 2036.

​

Supplemental balance sheet information related to leases was as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(Dollars in thousands) | ​ | June 30, 2022 | ​ | December 31, 2021 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating lease ROU asset | ​ | $ | 46,687 | ​ | $ | 50,200 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating lease liability | ​ | $ | 50,346 | ​ | $ | 54,155 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted-average remaining lease term-operating leases | ​ |  | 7.0 years | ​ | ​ | 7.4 years | ​
Weighted average discount rate-operating leases | ​ |  | 3.1 | % | ​ | 3.1 | %

​

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ |  | For the three months ended
(Dollars in thousands) | ​ | Line Item Presented | ​ | June 30, 2022 | ​ | June 30, 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Lease Cost | ​ | ​ | ​ |  |  | ​ |  |
Operating lease cost | ​ | Occupancy and equipment | ​ | $ | 2,099 | ​ | $ | 2,224
Operating lease cost | ​ | Other operating expenses | ​ | ​ | 26 | ​ | ​ | 20
Short-term lease cost | ​ | Professional Services and Other operating expenses | ​ |  | 36 | ​ |  | 60
Variable lease cost | ​ | Occupancy and equipment | ​ |  | 238 | ​ |  | 298
Total lease cost | ​ | ​ | ​ | $ | 2,399 | ​ | $ | 2,602
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other information | ​ | ​ | ​ |  |  | ​ |  |
Cash paid for amounts included in the measurement of lease liabilities | ​ | ​ | ​ |  |  | ​ |  |
Operating cash flows from operating leases | ​ | ​ | ​ | $ | 2,343 | ​ | $ | 4,769

​

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ |  | For the six months ended
(Dollars in thousands) | ​ | Line Item Presented | ​ | June 30, 2022 | ​ | June 30, 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Lease Cost | ​ | ​ | ​ |  |  | ​ |  |
Operating lease cost | ​ | Occupancy and equipment | ​ | $ | 4,198 | ​ | $ | 4,306
Operating lease cost | ​ | Other operating expenses | ​ | ​ | 48 | ​ | ​ | 42
Short-term lease cost | ​ | Professional Services and Other operating expenses | ​ |  | 97 | ​ |  | 95
Variable lease cost | ​ | Occupancy and equipment | ​ |  | 438 | ​ |  | 596
Total lease cost | ​ | ​ | ​ | $ | 4,781 | ​ | $ | 5,039
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other information | ​ | ​ | ​ |  |  | ​ |  |
Cash paid for amounts included in the measurement of lease liabilities | ​ | ​ | ​ |  |  | ​ |  |
Operating cash flows from operating leases | ​ | ​ | ​ | $ | 4,769 | ​ | $ | 8,048
Right-of-use assets obtained in exchange for new operating lease liabilities | ​ | ​ | ​ | $ | 47 | ​ | $ | —

​

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

​

​ | ​ | ​ | ​
​ | ​ | Minimum Rental
​ | ​ | (In thousands)
Years ended December 31: | ​ | ​ | ​
2022 | ​ | $ | 4,485
2023 | ​ | ​ | 9,502
2024 | ​ | ​ | 9,336
2025 | ​ | ​ | 8,662
2026 | ​ | ​ | 7,769
Thereafter | ​ | ​ | 16,277
Total minimum payments required | ​ | ​ | 56,031
Less: implied interest | ​ | ​ | 5,685
Total lease obligations | ​ | $ | 50,346

​

​

​

​

8. Stock-Based Compensation

The Company has a long-term incentive compensation program for certain Company executive officers that includes grants of performance-based restricted stock units (“PRSUs”) in addition to time-based restricted stock units (“RSU”). Under the terms of the PRSU Agreement, the number of PRSUs that may be earned depends on the extent to which performance goals for the award are achieved over a three-year performance period, as determined by the Compensation Committee of the Board. As of June 30, 2022, PRSUs granted in 2022 and 2020 are being accrued at target and PRSUs granted in 2021 are being accrued above target. The different levels of accrual are commensurate with the projected performance of the respective grant.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

On May 18, 2021, stockholders approved an amendment to the 2014 Omnibus Plan (the “Amendment”) authorizing an additional 1,100,000 shares available for future issuance. Including the additional shares authorized from the Amendment, 966,785 shares were available for future issuance under the 2014 Omnibus Plan at June 30, 2022.

For the three months ended June 30, 2022 and 2021, the Company’s net income, as reported, included $0.9 million and $1.1 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $0.3 million of income tax benefit for each period, related to the stock-based compensation plans. For the six months ended June 30, 2022 and 2021, the Company’s net income, as reported, included $4.9 million and $5.2 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $1.3 million and $1.4 million of income tax benefit, respectively, related to the stock-based compensation plans.

During the three months ended June 30, 2022 and 2021, the Company did no t grant any RSU or PRSU s. During the six months ended June 30, 2022 and 2021, the Company granted 212,811 and 238,985 RSU awards and 63,250 and 62,790 PRSU awards, respectively.

The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards. Compensation cost is recognized over the vesting period of the award using the straight-line method. Forfeitures are recorded in the period they occur.

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | RSU Awards |  | PRSU Awards
​ | ​ | ​ |  | Weighted-Average | ​ | ​ |  | Weighted-Average
​ | ​ | ​ |  | Grant-Date | ​ | ​ |  | Grant-Date
​ |  | Shares |  | Fair Value |  | Shares |  | Fair Value
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-vested at December 31, 2021 |  | 310,430 | ​ | $ | 21.49 |  | 102,920 | ​ | $ | 20.02
Granted |  | 212,811 | ​ |  | 24.83 |  | 63,250 | ​ |  | 25.11
Vested |  | (219,835) | ​ |  | 23.62 |  | (71,390) | ​ |  | 23.48
Forfeited |  | (1,695) | ​ |  | 23.87 |  | — | ​ |  | —
Non-vested at June 30, 2022 |  | 301,711 | ​ | $ | 22.28 |  | 94,780 | ​ | $ | 20.81
Vested but unissued at June 30, 2022 |  | 231,008 | ​ | $ | 22.38 |  | 118,245 | ​ | $ | 20.76

​

As of June 30, 2022, there was $6.2 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of awards vested for the three months ended June 30, 2022 and 2021 was $0.5 million and $0.2 million, respectively. The total fair value of awards vested for the six months ended June 30, 2022 and 2021 was $7.1 million and $5.0 million, respectively. The vested but unissued RSU and PRSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.

​

Phantom Stock Plan: The Company maintains a non-qualified phantom stock plan as a supplement to its profit-sharing plan for officers who have achieved the designated level and completed one year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​
Phantom Stock Plan |  | Shares |  | Fair Value
Outstanding at December 31, 2021 |  | 128,881 | ​ | $ | 24.30
Granted |  | 27,001 | ​ |  | 24.24
Distributions |  | (723) | ​ |  | 24.31
Outstanding at June 30, 2022 |  | 155,159 | ​ | $ | 21.26
Vested at June 30, 2022 |  | 154,823 | ​ | $ | 21.26

​

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of ($0.1) million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively. The total fair value of the distributions from the Phantom Stock Plan was $2,000 for each of the three months ended June 30, 2022 and 2021.

The Company recorded stock-based compensation (benefit) expense for the Phantom Stock Plan of ($0.4) million and $0.6 million for the six months ended June 30, 2022 and 2021, respectively. The total fair value of the distributions from the Phantom Stock Plan was $18,000 and $25,000 for the six months ended June 30, 2022, and 2021, respectively.

​

9. Pension and Other Postretirement Benefit Plans

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three months ended |  | Six months ended
​ |  | June 30, |  | June 30,
(In thousands) |  | 2022 |  | 2021 |  | 2022 |  | 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Employee Pension Plan: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Interest cost | ​ | $ | 138 | ​ | $ | 128 | ​ | $ | 276 | ​ | $ | 256
Amortization of unrecognized loss | ​ |  | 1 | ​ |  | 122 | ​ |  | 2 | ​ |  | 244
Expected return on plan assets | ​ |  | (258) | ​ |  | (274) | ​ |  | (515) | ​ |  | (548)
Net employee pension benefit | ​ | $ | (119) | ​ | $ | (24) | ​ | $ | (237) | ​ | $ | (48)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outside Director Pension Plan: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Service cost | ​ | $ | 3 | ​ | $ | 4 | ​ | $ | 6 | ​ | $ | 8
Interest cost | ​ |  | 12 | ​ |  | 12 | ​ |  | 23 | ​ |  | 24
Amortization of unrecognized gain | ​ |  | (7) | ​ |  | (5) | ​ |  | (14) | ​ |  | (10)
Net outside director pension expense | ​ | $ | 8 | ​ | $ | 11 | ​ | $ | 15 | ​ | $ | 22
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other Postretirement Benefit Plans: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Service cost | ​ | $ | 67 | ​ | $ | 73 | ​ | $ | 134 | ​ | $ | 146
Interest cost | ​ |  | 69 | ​ |  | 58 | ​ |  | 139 | ​ |  | 116
Amortization of actuarial gain | ​ | ​ | — | ​ | ​ | 16 | ​ | ​ | — | ​ | ​ | 16
Amortization of past service credit | ​ |  | (7) | ​ |  | (21) | ​ |  | (14) | ​ |  | (43)
Net other postretirement expense | ​ | $ | 129 | ​ | $ | 126 | ​ | $ | 259 | ​ | $ | 235

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2021 that it expects to contribute $0.3 million to each of the Outside Director Pension Plan (the “Outside Director Pension Plan”) and the other postretirement benefit plans (the “Other Postretirement Benefit Plans”), during the year ending December 31, 2022. The Company does not expect to make a contribution to the Employee Pension Plan (the “Employee Pension Plan”). As of June 30, 2022, the Company had contributed $72,000 to the Outside Director Pension Plan and $21,000 tto the Other Postretirement Benefit Plans. As of June 30, 2022, the Company has not revised its expected contributions for the year ending December 31, 2022.

​

​

10. Fair Value of Financial Instruments

The Company carries certain financial assets and financial liabilities at fair value in accordance with GAAP which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP permits entities to choose to measure many financial instruments and certain other items at fair value. At June 30, 2022, the Company carried financial assets and financial liabilities under the fair value option with fair values of $13.6 million and $55.4 million, respectively. At December 31, 2021, the Company carried financial assets and financial liabilities under the fair value option with fair values of $14.6 million and $56.5 million, respectively. The Company did not elect to carry any additional financial assets or financial liabilities under the fair value option during the three and six months ended June 30, 2022 and 2021.

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

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value | ​ | Fair Value | ​ | Changes in Fair Values For Items Measured at Fair Value
​ | ​ | Measurements | ​ | Measurements | ​ | Pursuant to Election of the Fair Value Option
​ |  | at June 30, |  | at December 31, | ​ | Three Months Ended | ​ | Six Months Ended
Description |  | 2022 |  | 2021 | ​ | June 30, 2022 |  | June 30, 2021 |  | June 30, 2022 |  | June 30, 2021
(In thousands) |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Mortgage-backed securities | ​ | $ | 339 | ​ | $ | 388 | ​ | $ | (8) | ​ | $ | (1) | ​ | $ | (12) | ​ | $ | (2)
Other securities | ​ |  | 13,235 | ​ |  | 14,180 | ​ |  | (484) | ​ |  | 176 | ​ |  | (1,020) | ​ |  | 1
Borrowed funds | ​ |  | 55,352 | ​ |  | 56,472 | ​ |  | 3,025 | ​ |  | (5,528) | ​ |  | 1,756 | ​ |  | (6,988)
Net gain (loss) from fair value adjustments (1) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 2,533 | ​ | $ | (5,353) | ​ | $ | 724 | ​ | $ | (6,989)

​

(1) | The net gain (loss) from fair value adjustments presented in the above table does not include net gains (losses) of ($1.2) million for the three months ended June 30, 2021 and $1.4 million for the six months ended June 30, 2021, from the change in the fair value of interest rate swaps.

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

The borrowed funds had a contractual principal amount of $61.9 million at both June 30, 2022 and December 31, 2021. The fair value of borrowed funds includes accrued interest payable of $0.2 million and $0.1 million at June 30, 2022 and December 31, 2021, respectively.

The Company generally holds its earning assets to maturity and settles its liabilities at maturity. However, fair value estimates are made at a specific point in time and are based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular 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.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

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

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

Level 1 – when quoted market prices are available in an active market. At June 30, 2022 and December 31, 2021, Level 1 included one mutual fund.

Level 2 – when quoted market prices are not available, fair value is estimated using quoted market prices for similar financial instruments and adjusted for differences between the quoted instrument and the instrument being valued. Fair value can also be estimated by using pricing models, or discounted cash flows. Pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices and credit spreads. In addition to observable market information, models also incorporate maturity and cash flow assumptions. At June 30, 2022 and December 31, 2021, Level 2 included mortgage-backed securities, CLOs, corporate debt, municipals, and interest rate swaps.

Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At June 30, 2022 and December 31, 2021, Level 3 included trust preferred securities owned, and junior subordinated debentures issued by the Company.

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

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Quoted Prices | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | in Active Markets | ​ | Significant Other | ​ | Significant Other | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | for Identical Assets | ​ | Observable Inputs | ​ | Unobservable Inputs | ​ | Total carried at fair value
​ | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | on a recurring basis
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021
​ |  | (In thousands)
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Securities available for sale | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Mortgage-backed |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Securities | ​ | $ | — | ​ | $ | — | ​ | $ | 510,934 | ​ | $ | 572,184 | ​ | $ | — | ​ | $ | — | ​ | $ | 510,934 | ​ | $ | 572,184
Other securities | ​ |  | 11,573 | ​ |  | 12,485 | ​ |  | 333,485 | ​ |  | 190,872 | ​ |  | 1,662 | ​ |  | 1,695 | ​ |  | 346,720 | ​ |  | 205,052
Interest rate swaps | ​ |  | — | ​ |  | — | ​ |  | 53,985 | ​ |  | 10,683 | ​ |  | — | ​ |  | — | ​ |  | 53,985 | ​ |  | 10,683
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total assets | ​ | $ | 11,573 | ​ | $ | 12,485 | ​ | $ | 898,404 | ​ | $ | 773,739 | ​ | $ | 1,662 | ​ | $ | 1,695 | ​ | $ | 911,639 | ​ | $ | 787,919
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Borrowings | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 55,352 | ​ | $ | 56,472 | ​ | $ | 55,352 | ​ | $ | 56,472
Interest rate swaps | ​ |  | — | ​ |  | — | ​ |  | 13,258 | ​ |  | 25,071 | ​ |  | — | ​ |  | — | ​ |  | 13,258 | ​ |  | 25,071
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total liabilities | ​ | $ | — | ​ | $ | — | ​ | $ | 13,258 | ​ | $ | 25,071 | ​ | $ | 55,352 | ​ | $ | 56,472 | ​ | $ | 68,610 | ​ | $ | 81,543

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the three months ended
​ | ​ | June 30, 2022 | ​ | June 30, 2021
​ | ​ | Trust preferred | ​ | Junior subordinated | ​ | Trust preferred | ​ | Junior subordinated
​ |  | securities |  | debentures |  | securities |  | debentures
​ |  | (In thousands)
Beginning balance | ​ | $ | 1,740 | ​ | $ | 57,955 | ​ | $ | 1,342 | ​ | $ | 44,712
Net (loss) gain from fair value adjustment of financial assets (1) | ​ |  | (80) | ​ |  | — | ​ |  | 153 | ​ |  | —
Net (gain) loss from fair value adjustment of financial liabilities (1) | ​ |  | — | ​ |  | (3,025) | ​ |  | — | ​ |  | 5,528
Increase (Decrease) in accrued interest | ​ |  | 2 | ​ |  | 61 | ​ |  | — | ​ |  | (3)
Change in unrealized (gains) losses included in other comprehensive loss | ​ |  | — | ​ |  | 361 | ​ |  | — | ​ |  | (423)
Ending balance | ​ | $ | 1,662 | ​ | $ | 55,352 | ​ | $ | 1,495 | ​ | $ | 49,814
Changes in unrealized gains held at period end | ​ | $ | — | ​ | $ | 2,775 | ​ | $ | — | ​ | $ | 2,973

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

​

​

​

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the six months ended
​ | ​ | June 30, 2022 | ​ | June 30, 2021
​ | ​ | Trust preferred | ​ | Junior subordinated | ​ | Trust preferred | ​ | Junior subordinated
​ |  | securities |  | debentures |  | securities |  | debentures
​ |  | (In thousands)
Beginning balance | ​ | $ | 1,695 | ​ | $ | 56,472 | ​ | $ | 1,295 | ​ | $ | 43,136
Net (loss) gain from fair value adjustment of financial assets (1) | ​ |  | (35) | ​ |  | — | ​ |  | 200 | ​ |  | —
Net (gain) loss from fair value adjustment of financial liabilities (1) | ​ |  | — | ​ |  | (1,757) | ​ |  | — | ​ |  | 6,987
Decrease in accrued interest | ​ |  | 2 | ​ |  | 78 | ​ |  | — | ​ |  | (6)
Change in unrealized (gains) losses included in other comprehensive loss | ​ |  | — | ​ |  | 559 | ​ |  | — | ​ |  | (303)
Ending balance | ​ | $ | 1,662 | ​ | $ | 55,352 | ​ | $ | 1,495 | ​ | $ | 49,814
Changes in unrealized gains held at period end | ​ | $ | — | ​ | $ | 2,775 | ​ | $ | — | ​ | $ | 2,973

​

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, 2022 |
​ |  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range |  | Weighted Average | ​
​ |  | ​ | (Dollars in thousands) | ​
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Trust preferred securities | ​ | $ | 1,662 |  | Discounted cash flows |  | Discount rate |  | n/a |  | 2.5 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  |  |  |  |  |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Junior subordinated debentures | ​ | $ | 55,352 |  | Discounted cash flows |  | Discount rate |  | n/a |  | 2.5 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, 2021 |
​ |  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range |  | Weighted Average |
​ |  | (Dollars in thousands) | ​
Assets: |  | ​ |  |  |  |  |  |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Trust preferred securities | ​ | $ | 1,695 |  | Discounted cash flows |  | Discount rate |  | n/a |  | 2.2 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  |  |  |  |  |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Junior subordinated debentures | ​ | $ | 56,472 |  | Discounted cash flows |  | Discount rate |  | n/a |  | 2.2 | %

​

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, 2022 and December 31, 2021, are the effective yields used in the cash flow models. Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement.

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Quoted Prices |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
​ | ​ | in Active Markets | ​ | Significant Other | ​ | Significant Other | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | for Identical Assets | ​ | Observable Inputs | ​ | Unobservable Inputs | ​ | Total carried at fair value
​ | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | on a non-recurring basis
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021 |  | 2022 |  | 2021
​ |  | (In thousands)
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Non-accrual loans | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 22,502 | ​ | $ | 11,026 | ​ | $ | 22,502 | ​ | $ | 11,026
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total assets | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | 22,502 | ​ | $ | 11,026 | ​ | $ | 22,502 | ​ | $ | 11,026

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | At June 30, 2022 |
​ |  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range |  | Weighted Average |
​ | ​ | (Dollars in thousands) |
Assets: |  | ​ |  |  |  |  |  |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-accrual loans | ​ | $ | 22,140 |  | Sales approach |  | Reduction for planned expedited disposal | ​ | 8.0% to 15.0 | % | 12.0 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-accrual loans | ​ | $ | 362 |  | Discounted Cashflow |  | Discount Rate |  | 4.3 | % | 4.3 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | Probability of Default | ​ | 35.0 | % | 35.0 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | At December 31, 2021 |
​ |  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range |  | Weighted Average |
​ | ​ | (Dollars in thousands) |
Assets: |  | ​ |  |  |  |  |  |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-accrual loans | ​ | $ | 10,579 |  | Sales approach |  | Reduction for planned expedited disposal | ​ | 8.0% to 15.0 | % | 11.9 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-accrual loans | ​ | $ | 447 |  | Discounted Cashflow |  | Discount Rate |  | 4.3 | % | 4.3 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | Probability of Default | ​ | 35.0 | % | 35.0 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

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

​

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The methods and assumptions used to estimate fair value at June 30, 2022 and December 31, 2021 are as follows:

Securities:

The fair values of securities are contained in Note 4 (“Securities”) of the Notes to Consolidated Financial Statements. Fair value is based upon quoted market prices, where available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities and adjusted for differences between the quoted instrument and the instrument being valued. When there is limited activity or less transparency around inputs to the valuation, securities are valued using discounted cash flows.

Non-accrual Loans:

For non-accruing loans, fair value is generally estimated by discounting management’s estimate of future cash flows with a discount rate commensurate with the risk associated with such assets or, for collateral dependent loans, 85% of the appraised or internally estimated value of the property. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.

Junior Subordinated Debentures:

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

Interest Rate Swaps:

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

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, 2022
​ | ​ | Carrying | ​ | Fair | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Amount |  | Value |  | Level 1 |  | Level 2 |  | Level 3
​ |  | (In thousands)
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and due from banks | ​ | $ | 137,026 | ​ | $ | 137,026 | ​ | $ | 137,026 | ​ | $ | — | ​ | $ | —
Securities held-to-maturity | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Mortgage-backed securities | ​ |  | 7,885 | ​ |  | 7,496 | ​ |  | — | ​ |  | 7,496 | ​ |  | —
Other securities | ​ |  | 67,315 | ​ |  | 57,064 | ​ |  | — | ​ |  | — | ​ |  | 57,064
Securities available for sale | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Mortgage-backed securities | ​ |  | 510,934 | ​ |  | 510,934 | ​ |  | — | ​ |  | 510,934 | ​ |  | —
Other securities | ​ |  | 346,720 | ​ |  | 346,720 | ​ |  | 11,573 | ​ |  | 333,485 | ​ |  | 1,662
Loans | ​ |  | 6,760,393 | ​ |  | 6,720,653 | ​ |  | — | ​ |  | — | ​ |  | 6,720,653
FHLB-NY stock | ​ |  | 50,017 | ​ |  | 50,017 | ​ |  | — | ​ |  | 50,017 | ​ |  | —
Accrued interest receivable | ​ |  | 38,811 | ​ |  | 38,811 | ​ |  | 37 | ​ |  | 2,532 | ​ |  | 36,242
Interest rate swaps | ​ |  | 53,985 | ​ |  | 53,985 | ​ |  | — | ​ |  | 53,985 | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deposits | ​ | $ | 6,407,577 | ​ | $ | 6,392,190 | ​ | $ | 5,500,634 | ​ | $ | 891,556 | ​ | $ | —
Borrowed Funds | ​ |  | 1,089,621 | ​ |  | 1,075,154 | ​ |  | — | ​ |  | 1,019,802 | ​ |  | 55,352
Accrued interest payable | ​ |  | 5,637 | ​ |  | 5,637 | ​ |  | — | ​ |  | 5,637 | ​ |  | —
Interest rate swaps | ​ |  | 13,258 | ​ |  | 13,258 | ​ |  | — | ​ |  | 13,258 | ​ |  | —

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | December 31, 2021
​ | ​ | Carrying | ​ | Fair | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Amount |  | Value |  | Level 1 |  | Level 2 |  | Level 3
​ | ​ | (In thousands)
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and due from banks | ​ | $ | 81,723 | ​ | $ | 81,723 | ​ | $ | 81,723 | ​ | $ | — | ​ | $ | —
Securities held-to-maturity | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Mortgage-backed securities | ​ |  | 7,894 | ​ |  | 8,667 | ​ |  | — | ​ |  | 8,667 | ​ |  | —
Other securities | ​ |  | 49,974 | ​ |  | 53,362 | ​ |  | — | ​ |  | — | ​ |  | 53,362
Securities available for sale | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Mortgage-backed securities | ​ |  | 572,184 | ​ |  | 572,184 | ​ |  | — | ​ |  | 572,184 | ​ |  | —
Other securities | ​ |  | 205,052 | ​ |  | 205,052 | ​ |  | 12,485 | ​ |  | 190,872 | ​ |  | 1,695
Loans | ​ |  | 6,638,105 | ​ |  | 6,687,125 | ​ |  | — | ​ |  | — | ​ |  | 6,687,125
FHLB-NY stock | ​ |  | 35,937 | ​ |  | 35,937 | ​ |  | — | ​ |  | 35,937 | ​ |  | —
Accrued interest receivable | ​ |  | 38,698 | ​ |  | 38,698 | ​ |  | — | ​ |  | 1,574 | ​ |  | 37,124
Interest rate swaps | ​ |  | 10,683 | ​ |  | 10,683 | ​ |  | — | ​ |  | 10,683 | ​ |  | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deposits | ​ | $ | 6,385,445 | ​ | $ | 6,385,276 | ​ | $ | 5,438,870 | ​ | $ | 946,406 | ​ | $ | —
Borrowed Funds | ​ |  | 815,544 | ​ |  | 816,012 | ​ |  | — | ​ |  | 759,540 | ​ |  | 56,472
Accrued interest payable | ​ |  | 4,777 | ​ |  | 4,777 | ​ |  | — | ​ |  | 4,777 | ​ |  | —
Interest rate swaps | ​ |  | 25,071 | ​ |  | 25,071 | ​ |  | — | ​ |  | 25,071 | ​ |  | —

​

​

​

11. Derivative Financial Instruments

At June 30, 2022 and December 31, 2021, the Company’s derivative financial instruments consisted of interest rate swaps. The Company’s interest rate swaps are used for three purposes: 1) to mitigate the Company’s exposure to rising interest rates on certain fixed rate loans totaling $289.2 million and $299.6 million at June 30, 2022 and December 31, 2021, respectively; 2) to facilitate risk management strategies for our loan customers with $224.6 million of swaps outstanding,

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Notes to Consolidated Financial Statements

(Unaudited)

which include $112.3 million with customers and $112.3 million with bank counterparties at June 30, 2022 and $228.0 million of swaps outstanding, which include $114.0 million with customers and $114.0 million with bank counterparties at December 31, 2021; and 3) to mitigate exposure to rising interest rates on certain short-term advances and brokered deposits totaling $871.5 million at June 30, 2022, and $996.5 at December 31, 2021.

At June 30, 2022 and December 31, 2021, we held derivatives designated as cash flow hedges, fair value hedges and certain derivatives not designated as hedges.

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

At June 30, 2022 and December 31, 2021, derivatives with a combined notional amount of $224.6 million and $228.0 million, respectively, were not designated as hedges. At June 30, 2022 and December 31, 2021, derivatives with a combined notional amount of $289.2 million and $299.6 million, respectively, were designated as fair value hedges. At June 30, 2022 and December 31, 2021, derivatives with a combined notional amount of $871.5 million and $996.5 million, respectively, were designated as cash flow hedges.

For cash flow hedges, the changes in the fair value of the derivative are reported in accumulated other comprehensive income (loss), net of tax. Amounts in accumulated other comprehensive loss are reclassified into earnings in the same period during which the hedged forecasted transaction effects earnings. During the three months ended June 30, 2022 and 2021, $2.4 million and $2.6 million, respectively, was reclassified from accumulated other comprehensive loss to interest expense. The estimated amount to be reclassified in the next 12 months out of accumulated other comprehensive loss is $5.7 million.

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

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, 2022 |  | December 31, 2021
​ | ​ | Notional | ​ | ​ | ​ | ​ | Notional | ​ | ​ | ​
​ |  | Amount |  | Fair Value (1) |  | Amount |  | Fair Value (1)
​ | ​ | (In thousands)
Interest rate swaps (cash flow hedge) | ​ | $ | 871,500 | ​ | $ | 26,483 | ​ | $ | 355,000 | ​ | $ | 7,328
Interest rate swaps (fair value hedge) | ​ |  | 279,615 | ​ |  | 14,274 | ​ |  | — | ​ |  | —
Interest rate swaps (non-hedge) | ​ | ​ | 112,293 | ​ | ​ | 13,228 | ​ | ​ | 113,988 | ​ | ​ | 3,355
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps (fair value hedge) | ​ |  | 9,585 | ​ |  | (30) | ​ |  | 299,555 | ​ |  | (12,329)
Interest rate swaps (cash flow hedge) | ​ |  | — | ​ |  | — | ​ |  | 641,500 | ​ |  | (9,387)
Interest rate swaps (non-hedge) | ​ |  | 112,293 | ​ |  | (13,228) | ​ |  | 113,988 | ​ |  | (3,355)
Total derivatives | ​ | $ | 1,385,286 | ​ | $ | 40,727 | ​ | $ | 1,524,031 | ​ | $ | (14,388)

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

​

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

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

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Cumulative Amount
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | of the Fair Hedging Adjustment
Line Item in the Consolidated Statement | ​ | ​ | Carrying Amount of the | ​ | ​ | Included in the Carrying Amount of
of Financial Condition in Which | ​ | ​ | Hedged | ​ | ​ | the Hedged
the Hedged Item Is Included | ​ | ​ | Assets/(Liabilities) | ​ | ​ | Assets/(Liabilities)
(In thousands) | ​ | ​ | June 30, 2022 | ​ | ​ | December 31, 2021 | ​ | ​ | June 30, 2022 | ​ | ​ | December 31, 2021
Loans | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Multi-family residential | ​ | $ | 98,970 | ​ | $ | 113,730 | ​ | $ | (5,819) | ​ | $ | 7,608
Commercial real estate | ​ | ​ | 176,894 | ​ | ​ | 192,694 | ​ | ​ | (9,749) | ​ | ​ | 3,477
Commercial business and other | ​ | ​ | — | ​ | ​ | 6,298 | ​ | ​ | — | ​ | ​ | 122
Total | ​ | $ | 275,864 | ​ | $ | 312,722 | ​ | $ | (15,568) | ​ | $ | 11,207

​

​

The following table sets forth the effect of derivative instruments on the Consolidated Statements of Income for the periods indicated:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | For the three months ended |  | For the six months ended
​ | ​ | ​ | June 30, | ​ | June 30,
(In thousands) | Affected Line Item in the Statements Where Net Income is Presented |  | 2022 |  | 2021 |  | 2022 |  | 2021
Financial Derivatives: | ​ |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
​ | Other interest expense | ​ | $ | — | ​ | $ | (138) | ​ | $ | — | ​ | $ | (272)
​ | Net gain (loss) from fair value adjustments | ​ | ​ | — | ​ | ​ | (1,195) | ​ | ​ | — | ​ | ​ | 1,423
Interest rate swaps (non-hedge) | ​ | ​ | ​ | — | ​ | ​ | (1,333) | ​ | ​ | — | ​ | ​ | 1,151
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps (fair value hedge) | Interest and fees on loans | ​ | ​ | (886) | ​ | ​ | (2,062) | ​ | ​ | (2,321) | ​ | ​ | (2,025)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Other interest expense | ​ |  | (1,489) | ​ |  | (2,619) | ​ |  | (3,954) | ​ | ​ | (5,205)
​ | Deposit | ​ | ​ | 104 | ​ | ​ | — | ​ | ​ | 49 | ​ | ​ | —
Interest rate swaps (cash flow hedge) | ​ | ​ | ​ | (1,385) | ​ | ​ | (2,619) | ​ | ​ | (3,905) | ​ | ​ | (5,205)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss | ​ | ​ | $ | (2,271) | ​ | $ | (6,014) | ​ | $ | (6,226) | ​ | $ | (6,079)

​

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2022
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross Amounts Not Offset in the | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Consolidated Statements of | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Gross Amount Offset in | ​ | Net Amount of Assets | ​ | Financial Condition | ​ | ​ | ​
​ | ​ | Gross Amount of | ​ | the Statements | ​ | Presented in the | ​ | Financial | ​ | Cash Collateral | ​ | ​ | ​
(In thousands) |  | Recognized Assets |  | of Condition |  | Statements of Condition |  | Instruments |  | Received |  | Net Amount
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Interest rate swaps | ​ | $ | 53,985 | ​ | $ | — | ​ | $ | 53,985 | ​ | $ | — | ​ | $ | 38,972 |  | $ | 15,013
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross Amounts Not Offset in the | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Consolidated Statements of | ​ | ​ | ​
​ | ​ | Gross Amount of | ​ | Gross Amount Offset in | ​ | Net Amount of Liabilities | ​ | Financial Condition | ​ | ​ | ​
​ | ​ | Recognized | ​ | the Statements | ​ | Presented in the | ​ | Financial | ​ | Cash Collateral | ​ | ​
(In thousands) |  | Liabilities |  | of Condition |  | Statements of Condition |  | Instruments |  | Pledged |  | Net Amount
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Interest rate swaps | ​ | $ | 13,258 | ​ | $ | — | ​ | $ | 13,258 | ​ | $ | — | ​ | $ | — |  | $ | 13,258

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2021
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross Amounts Not Offset in the | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Consolidated Statements of | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Gross Amount Offset in | ​ | Net Amount of Assets | ​ | Financial Condition | ​ | ​ | ​
​ | ​ | Gross Amount of | ​ | the Statements | ​ | Presented in the | ​ | Financial | ​ | Cash Collateral | ​ | ​ | ​
(In thousands) |  | Recognized Assets |  | of Condition |  | Statements of Condition |  | Instruments |  | Received |  | Net Amount
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Interest rate swaps | ​ | $ | 10,683 | ​ | $ | — | ​ | $ | 10,683 | ​ | $ | — | ​ | $ | — |  | $ | 10,683
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Gross Amounts Not Offset in the | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Consolidated Statements of | ​ | ​ | ​
​ | ​ | Gross Amount of | ​ | Gross Amount Offset in | ​ | Net Amount of Liabilities | ​ | Financial Condition | ​ | ​ | ​
​ | ​ | Recognized | ​ | the Statements | ​ | Presented in the | ​ | Financial | ​ | Cash Collateral | ​ | ​
(In thousands) |  | Liabilities |  | of Condition |  | Statements of Condition |  | Instruments |  | Pledged |  | Net Amount
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Interest rate swaps | ​ | $ | 25,071 | ​ | $ | — | ​ | $ | 25,071 | ​ | $ | — | ​ | $ | 21,527 |  | $ | 3,544

​

​

​

​

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

12. Accumulated Other Comprehensive Income (Loss):

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the three months ended June 30, 2022
​ |  | Unrealized Gains |  | Unrealized Gains | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | (Losses) on |  | (Losses) on | ​ | ​ | ​ |  | Fair Value | ​ | ​ | ​
​ |  | Available for Sale |  | Cash flow |  | Defined Benefit |  | Option Elected | ​ | ​ | ​
​ |  | Securities |  | Hedges |  | Pension Items |  | on Liabilities |  | Total
​ |  | (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance, net of tax | ​ | $ | (29,699) | ​ | $ | 13,345 | ​ | $ | (1,291) | ​ | $ | 2,141 | ​ | $ | (15,504)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income before reclassifications, net of tax | ​ |  | (20,434) | ​ |  | 3,285 | ​ |  | — | ​ |  | (219) | ​ |  | (17,368)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amounts reclassified from accumulated other comprehensive income, net of tax | ​ |  | — | ​ |  | 1,630 | ​ |  | (22) | ​ |  | — | ​ |  | 1,608
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net current period other comprehensive income, net of tax | ​ |  | (20,434) | ​ |  | 4,915 | ​ |  | (22) | ​ |  | (219) | ​ |  | (15,760)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, net of tax | ​ | $ | (50,133) | ​ | $ | 18,260 | ​ | $ | (1,313) | ​ | $ | 1,922 | ​ | $ | (31,264)

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Notes to Consolidated Financial Statements

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the three months ended June 30, 2021
​ |  | Unrealized Gains |  | Unrealized Gains | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | (Losses) on |  | (Losses) on | ​ | ​ | ​ |  | Fair Value | ​ | ​ | ​
​ |  | Available for Sale |  | Cash flow |  | Defined Benefit |  | Option Elected | ​ | ​ | ​
​ |  | Securities |  | Hedges |  | Pension Items |  | on Liabilities |  | Total
​ |  | (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance, net of tax | ​ | $ | (927) | ​ | $ | (9,723) | ​ | $ | (1,818) | ​ | $ | 1,765 | ​ | $ | (10,703)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income before reclassifications, net of tax | ​ |  | 1,497 | ​ |  | (1,267) | ​ |  | — | ​ |  | 276 | ​ |  | 506
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amounts reclassified from accumulated other comprehensive income, net of tax | ​ |  | (85) | ​ |  | 1,788 | ​ |  | 77 | ​ |  | — | ​ |  | 1,780
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net current period other comprehensive income (loss), net of tax | ​ |  | 1,412 | ​ |  | 521 | ​ |  | 77 | ​ |  | 276 | ​ |  | 2,286
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, net of tax | ​ | $ | 485 | ​ | $ | (9,202) | ​ | $ | (1,741) | ​ | $ | 2,041 | ​ | $ | (8,417)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the six months ended June 30, 2022
​ |  | Unrealized Gains |  | Unrealized Gains | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | (Losses) on |  | (Losses) on | ​ | ​ | ​ |  | Fair Value | ​ | ​ | ​
​ |  | Available for Sale |  | Cash flow |  | Defined Benefit |  | Option Elected | ​ | ​ | ​
​ |  | Securities |  | Hedges |  | Pension Items |  | on Liabilities |  | Total
​ |  | (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance, net of tax | ​ | $ | (6,272) | ​ | $ | (1,406) | ​ | $ | (1,282) | ​ | $ | 2,276 | ​ | $ | (6,684)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income before reclassifications, net of tax | ​ |  | (43,861) | ​ |  | 16,177 | ​ |  | — | ​ |  | (354) | ​ |  | (28,038)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amounts reclassified from accumulated other comprehensive income, net of tax | ​ |  | — | ​ |  | 3,489 | ​ |  | (31) | ​ |  | — | ​ |  | 3,458
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net current period other comprehensive income (loss), net of tax | ​ |  | (43,861) | ​ |  | 19,666 | ​ |  | (31) | ​ |  | (354) | ​ |  | (24,580)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, net of tax | ​ | $ | (50,133) | ​ | $ | 18,260 | ​ | $ | (1,313) | ​ | $ | 1,922 | ​ | $ | (31,264)

​

​

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Notes to Consolidated Financial Statements

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the six months ended June 30, 2021
​ |  | Unrealized Gains |  | Unrealized Gains | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | (Losses) on |  | (Losses) on | ​ | ​ | ​ |  | Fair Value | ​ | ​ | ​
​ |  | Available for Sale |  | Cash flow |  | Defined Benefit |  | Option Elected | ​ | ​ | ​
​ |  | Securities |  | Hedges |  | Pension Items |  | on Liabilities |  | Total
​ |  | (In thousands)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance, net of tax | ​ | $ | 1,290 | ​ | $ | (17,521) | ​ | $ | (1,884) | ​ | $ | 1,849 | ​ | $ | (16,266)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income before reclassifications, net of tax | ​ |  | (720) | ​ |  | 4,706 | ​ |  | — | ​ |  | 192 | ​ |  | 4,178
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Amounts reclassified from accumulated other comprehensive income, net of tax | ​ |  | (85) | ​ |  | 3,613 | ​ |  | 143 | ​ |  | — | ​ |  | 3,671
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net current period other comprehensive income (loss), net of tax | ​ |  | (805) | ​ |  | 8,319 | ​ |  | 143 | ​ |  | 192 | ​ |  | 7,849
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, net of tax | ​ | $ | 485 | ​ | $ | (9,202) | ​ | $ | (1,741) | ​ | $ | 2,041 | ​ | $ | (8,417)

​

​

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Notes to Consolidated Financial Statements

(Unaudited)

​

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

​

​ | ​ | ​ | ​ | ​ | ​
For the three months ended June 30, 2022
​ |  | Amounts Reclassified from | ​ | ​
Details about Accumulated Other |  | Accumulated Other | ​ | Affected Line Item in the Statement
Comprehensive Loss Components |  | Comprehensive Loss |  | Where Net Income is Presented
(In thousands)
Cash flow hedges: | ​ |  |  | ​ |
Interest rate swaps | ​ | $ | (2,364) | ​ | Interest expense
​ | ​ |  | 734 | ​ | Provision for income taxes
​ | ​ | $ | (1,630) | ​ | Net of tax
Amortization of defined benefit pension items: | ​ |  |  | ​ |
Actuarial losses | ​ | $ | 6 | (1) | Other expense
Prior service credits | ​ |  | 7 | (1) | Other expense
​ | ​ |  | 13 | ​ | Total before tax
​ | ​ |  | 9 | ​ | Provision for income taxes
​ | ​ | $ | 22 | ​ | Net of tax

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

​

​

​ | ​ | ​ | ​ | ​ | ​
For the three months ended June 30, 2021
​ |  | Amounts Reclassified from | ​ | ​
Details about Accumulated Other |  | Accumulated Other |  | Affected Line Item in the Statement
Comprehensive Loss Components |  | Comprehensive Loss | ​ | Where Net Income is Presented
(In thousands)
​ | ​ | ​ | ​ | ​ | ​
Unrealized losses on available for sale securities | ​ | $ | 123 | ​ | Net loss on sale of securities
​ | ​ |  | (38) | ​ | Provision for income taxes
​ | ​ | $ | 85 | ​ | Net of tax
​ | ​ | ​ | ​ | ​ |
Cash flow hedges: |  | ​ |  | ​ | ​
Interest rate swaps | ​ | $ | (2,605) | ​ | Interest expense
​ | ​ |  | 817 | ​ | Provision for income taxes
​ | ​ | $ | (1,788) | ​ | Net of tax
​ | ​ | ​ | ​ | ​ | ​
Amortization of defined benefit pension items: | ​ |  |  | ​ | ​
Actuarial losses | ​ | $ | (133) | (1) | Other operating expenses
Prior service credits | ​ |  | 21 | (1) | Other operating expenses
​ | ​ |  | (112) | ​ | Total before tax
​ | ​ |  | 35 | ​ | Provision for income taxes
​ | ​ | $ | (77) | ​ | Net of tax

​

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

​

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

​

​

​

​

​ | ​ | ​ | ​ | ​ | ​
For the six months ended June 30, 2022
​ |  | Amounts Reclassified from | ​ | ​
Details about Accumulated Other |  | Accumulated Other | ​ | Affected Line Item in the Statement
Comprehensive Loss Components |  | Comprehensive Loss |  | Where Net Income is Presented
(In thousands)
Cash flow hedges: | ​ |  |  | ​ |
Interest rate swaps | ​ | $ | (5,087) | ​ | Interest expense
​ | ​ |  | 1,598 | ​ | Provision for income taxes
​ | ​ | $ | (3,489) | ​ | Net of tax
Amortization of defined benefit pension items: | ​ |  |  | ​ |
Actuarial losses | ​ | $ | 12 | (1) | Other expense
Prior service credits | ​ |  | 14 | (1) | Other expense
​ | ​ |  | 26 | ​ | Total before tax
​ | ​ |  | 5 | ​ | Provision for income taxes
​ | ​ | $ | 31 | ​ | Net of tax

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

​

​ | ​ | ​ | ​ | ​ | ​
For the six months ended June 30, 2021
​ |  | Amounts Reclassified from | ​ | ​
Details about Accumulated Other |  | Accumulated Other |  | Affected Line Item in the Statement
Comprehensive Loss Components |  | Comprehensive Loss | ​ | Where Net Income is Presented
(In thousands)
​ | ​ | ​ | ​ | ​ | ​
Unrealized losses on available for sale securities | ​ | $ | 123 | ​ | Net loss on sale of securities
​ | ​ |  | (38) | ​ | Provision for income taxes
​ | ​ | $ | 85 | ​ | Net of tax
​ | ​ | ​ | ​ | ​ | ​
Cash flow hedges: |  | ​ |  | ​ | ​
Interest rate swaps | ​ | $ | (5,242) | ​ | Interest expense
​ | ​ |  | 1,629 | ​ | Provision for income taxes
​ | ​ | $ | (3,613) | ​ | Net of tax
​ | ​ | ​ | ​ | ​ | ​
Amortization of defined benefit pension items: | ​ |  |  | ​ | ​
Actuarial losses | ​ | $ | (250) | (1) | Other operating expenses
Prior service credits | ​ |  | 43 | (1) | Other operating expenses
​ | ​ |  | (207) | ​ | Total before tax
​ | ​ |  | 64 | ​ | Provision for income taxes
​ | ​ | $ | (143) | ​ | Net of tax

​

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

​

​

​

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Notes to Consolidated Financial Statements

(Unaudited)

13. Regulatory Capital

Under current capital regulations, the Bank is required to comply with four separate capital adequacy standards and a Capital Conservation Buffer (“CCB”). As of June 30, 2022, the Bank continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Bank was 5.67% and 6.13% at June 30, 2022 and December 31, 2021, respectively.

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | June 30, 2022 |  | December 31, 2021 |
​ | ​ | ​ | ​ | ​ | Percent of | ​ | ​ | ​ | ​ | Percent of |
​ |  | Amount |  | Assets |  | Amount |  | Assets |
​ |  | (Dollars in thousands) | ​
Tier I (leverage) capital: |  | ​ |  |  |  |  | ​ |  |  |  | ​
Capital level | ​ | $ | 853,721 |  | 10.28 | % | $ | 840,105 |  | 10.39 | %
Requirement to be well-capitalized | ​ |  | 415,167 |  | 5.00 | ​ |  | 404,366 |  | 5.00 | ​
Excess | ​ |  | 438,554 |  | 5.28 | ​ |  | 435,739 |  | 5.39 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common Equity Tier I risk-based capital: | ​ |  |  |  |  | ​ |  |  |  |  | ​
Capital level | ​ | $ | 853,721 |  | 13.09 | % | $ | 840,105 |  | 13.58 | %
Requirement to be well-capitalized | ​ |  | 423,985 |  | 6.50 | ​ |  | 402,100 |  | 6.50 | ​
Excess | ​ |  | 429,736 |  | 6.59 | ​ |  | 438,005 |  | 7.08 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tier I risk-based capital: | ​ |  |  |  |  | ​ |  |  |  |  | ​
Capital level | ​ | $ | 853,721 |  | 13.09 | % | $ | 840,105 |  | 13.58 | %
Requirement to be well-capitalized | ​ |  | 521,828 |  | 8.00 | ​ |  | 494,892 |  | 8.00 | ​
Excess | ​ |  | 331,893 |  | 5.09 | ​ |  | 345,213 |  | 5.58 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total risk-based capital: | ​ |  |  |  |  | ​ |  |  |  |  | ​
Capital level | ​ | $ | 891,992 |  | 13.67 | % | $ | 874,400 |  | 14.13 | %
Requirement to be well-capitalized | ​ |  | 652,285 |  | 10.00 | ​ |  | 618,615 |  | 10.00 | ​
Excess | ​ |  | 239,707 |  | 3.67 | ​ |  | 255,785 |  | 4.13 | ​

​

The Holding Company is subject to the same regulatory capital requirements as the Bank. As of June 30, 2022, the Holding Company continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Holding Company at June 30, 2022 and December 31, 2021 was 5.34% and 5.75%, respectively.

​

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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, 2022 |  | December 31, 2021 |
​ | ​ | ​ | ​ | ​ | Percent of | ​ | ​ | ​ | ​ | Percent of |
​ |  | Amount |  | Assets |  | Amount |  | Assets |
​ | ​ | (Dollars in thousands) |
Tier I (leverage) capital: |  | ​ |  |  |  |  | ​ |  |  |  | ​
Capital level | ​ | $ | 739,776 |  | 8.91 | % | $ | 726,174 |  | 8.98 | %
Requirement to be well-capitalized | ​ |  | 415,221 |  | 5.00 | ​ |  | 404,422 |  | 5.00 | ​
Excess | ​ |  | 324,555 |  | 3.91 | ​ |  | 321,752 |  | 3.98 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Common Equity Tier I risk-based capital: | ​ |  |  |  |  | ​ |  |  |  |  | ​
Capital level | ​ | $ | 686,258 |  | 10.52 | % | $ | 671,494 |  | 10.86 | %
Requirement to be well-capitalized | ​ |  | 423,976 |  | 6.50 | ​ |  | 401,836 |  | 6.50 | ​
Excess | ​ |  | 262,282 |  | 4.02 | ​ |  | 269,658 |  | 4.36 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Tier I risk-based capital: | ​ |  |  |  |  | ​ |  |  |  |  | ​
Capital level | ​ | $ | 739,776 |  | 11.34 | % | $ | 726,174 |  | 11.75 | %
Requirement to be well-capitalized | ​ |  | 521,817 |  | 8.00 | ​ |  | 494,568 |  | 8.00 | ​
Excess | ​ |  | 217,959 |  | 3.34 | ​ |  | 231,606 |  | 3.75 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total risk-based capital: | ​ |  |  |  |  | ​ |  |  |  |  | ​
Capital level | ​ | $ | 903,047 |  | 13.84 | % | $ | 885,469 |  | 14.32 | %
Requirement to be well-capitalized | ​ |  | 652,271 |  | 10.00 | ​ |  | 618,210 |  | 10.00 | ​
Excess | ​ |  | 250,776 |  | 3.84 | ​ |  | 267,259 |  | 4.32 | ​

​

​

​

14. New Authoritative Accounting Pronouncements

Accounting Standards Pending Adoption:

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

​

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

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

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

​

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

This Quarterly Report should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2021. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.

As used in this Quarterly Report, the words “we,” “us,” “our” and the “Company” are used to refer to Flushing Financial Corporation and its direct and indirect wholly owned subsidiaries, Flushing Bank (the “Bank”), Flushing Service Corporation, FSB Properties Inc., and Flushing Preferred Funding Corporation, which was dissolved as of June 30, 2021.

Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2021. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “goals,” “potential” or “continue” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have no obligation to update these forward-looking statements.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

Executive Summary

We are a Delaware corporation organized in May 1994. The Bank was organized in 1929 as a New York State-chartered mutual savings bank. Today the Bank operates as a full-service New York State-chartered commercial bank. The Bank’s primary regulator is the New York State Department of Financial Services, and its primary federal regulator is the Federal Deposit Insurance Corporation (“FDIC”). Deposits are insured to the maximum allowable amount by the FDIC. Additionally, the Bank is a member of the Federal Home Loan Bank system. The primary business of Flushing Financial Corporation has been the operation of the Bank. At June 30, 2022, the Bank owns two subsidiaries: Flushing Service Corporation, and FSB Properties Inc. The Bank also operates an internet branch, which operates under the brands of iGObanking.com® and BankPurely® (the “Internet Branch”). The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the Bank, issuances of subordinated debt, junior subordinated debt, and issuances of equity securities. Flushing Financial Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”

Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) Small Business Administration (“SBA”) loans and other small business loans; (3) construction loans; (4) mortgage loan surrogates such as mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities. We also originate certain other consumer loans including overdraft lines of credit. Our results of operations depend primarily on net interest income, which is the difference between the income earned on our interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our net interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. We also generate non-interest income primarily from loan fees, service charges on deposit accounts, mortgage servicing fees, and other fees, income earned on Bank Owned Life Insurance (“BOLI”), dividends on Federal Home Loan Bank of New York (“FHLB-NY”) stock and net gains and losses on sales of securities and loans. Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations also can be significantly affected by changes in the fair value of financial assets and financial liabilities for which changes in value are recorded through earnings and our periodic provision for credit losses.

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

​

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

For the three months ended June 30, 2022 we reported net income of $25.0 million, or $0.81 per diluted common share, and reported record net interest income totaling $64.7 million. The record net interest income was driven by a $170.3 million increase in average earning assets during the quarter as the net interest margin declined one basis point compared to the three months ended March 31, 2022.

During the three months ended June 30, 2022, the yield on interest-earning assets increased eight basis points, while the cost of interest-bearing liabilities increased 10 basis points from the three months ended March 31, 2022, which resulted in a decrease of one basis point in net interest margin to 3.35% from 3.36% for the three months ended March 31, 2022. Excluding net gains (losses) from qualifying hedges and purchase accounting adjustments, the net interest margin increased two basis points to 3.33% for the three months ended June 30, 2022 from 3.31% for the three months ended March 31, 2022.

Our loan portfolio is greater than 87% collateralized by real estate with an average loan to value of less than 38%. We have a long history and foundation built upon disciplined underwriting, good credit quality, and a resilient seasoned loan portfolio with strong asset protection. At June 30, 2022, our allowance for credit losses (“ACL”) - loans stood at 58 basis points of gross loans and 141.1% of non-performing loans. Non-performing assets at the end of the quarter were 59 basis points of total assets.

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

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

General. Net income for the three months ended June 30, 2022 was $25.0 million, an increase of $5.8 million, or 30.0%, from $19.3 million for the three months ended June 30, 2021. Diluted earnings per common share were $0.81 for the three months ended June 30, 2022, an increase of $0.20, or 32.8%, from $0.61 for the three months ended June 30, 2021.

Return on average equity was 15.00% for the three months ended June 30, 2022 compared to 11.95% for the three months ended June 30, 2021. Return on average assets was 1.22% for the three months ended June 30, 2022 compared to 0.93% for the three months ended June 30, 2021.

Interest Income. Interest and dividend income increased $2.5 million, or 3.6%, to $74.3 million for the three months ended June 30, 2022 from $71.7 million for the three months ended June 30, 2021. The increase in interest income was primarily attributable to the 16 basis point increase in the yield on interest-earning assets to 3.85% for the three months ended June 30, 2022 compared to 3.69% for the comparable prior year period. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual loans, net gains (losses) from fair value adjustments on qualifying hedges, and purchase accounting adjustments, the yield on total loans, net, increased seven basis points to 4.01% for the three months ended June 30, 2022 from 3.94% for the three months ended June 30, 2021.

​

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PART I – FINANCIAL INFORMATION

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Management’s Discussions and Analysis of

Financial Condition and Results of Operations

Interest Expense. Interest expense decreased $1.1 million, or 10.7%, to $9.6 million for the three months ended June 30, 2022 from $10.7 million for the three months ended June 30, 2021. The decrease in interest expense was primarily due to a decline of six basis points in the average cost of interest-bearing liabilities to 0.60% for the three months ended June 30, 2022 from 0.66% for the three months ended June 30, 2021 and the decrease of $195.5 million in the average balance of interest-bearing liabilities to $6,337.4 million for the three months ended June 30, 2022 from $6,532.9 million for the comparable prior year period.

Net Interest Income. Net interest income for the three months ended June 30, 2022 was $64.7 million, an increase of $3.7 million, or 6.0%, from $61.0 million for the three months ended June 30, 2021. The increase in net interest income was primarily due to net interest-earning assets growing $146.0 million year over year to $1,403.3 million for the quarter ended June 30, 2022, and an increase of 21 basis points in the net interest margin to 3.35% during the same period. Included in net interest income was prepayment penalty income, net of reversals and recovered interest from non-accrual loans totaling $2.3 million and $2.0 million for the three months ended June 30, 2022 and 2021, respectively, net losses from fair value adjustments on qualifying hedges totaling $60,000 and $0.7 million for the three months ended June 30, 2022 and 2021, respectively, and purchase accounting income adjustments of $0.4 million and $0.6 million for the three months ended June 30, 2022 and 2021, respectively. Excluding all of these items, the net interest margin for the three months ended June 30, 2022 was 3.22%, an increase of 18 basis points, from 3.04% for the three months ended June 30, 2021.

Provision (Benefit) for Credit Losses. During the three months ended June 30, 2022, the provision for credit losses was $1.6 million compared to a benefit for credit losses of $1.6 million for the three months ended June 30, 2021. During the three months ended June 30, 2022, non-performing assets increased $34.8 million to $48.9 million, at June 30, 2022. The increase in non-performing assets primarily resulted from the addition of one non-accrual investment security which was collateralized by real estate and three non-accrual commercial business loans. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 50.7% at June 30, 2022. The Bank continues to maintain conservative underwriting standards.

Non-Interest Income (Loss). Non-interest income for the three months ended June 30, 2022 was $7.4 million, an increase of $10.6 million from a loss of $3.2 million in the prior year comparable period. The increase was primarily due to the prior year period including net losses from fair value adjustments totaling $6.5 million compared to net gains totaling $2.5 million recorded during the three months ended June 30, 2022. Additionally, non-interest income for the three months ended June 30, 2022 included life insurance proceeds totaling $1.5 million compared to none recorded in the prior year comparable period.

Non-Interest Expense. Non-interest expense for the three months ended June 30, 2022 was $35.5 million, an increase of $1.5 million, or 4.4%, from $34.0 million for the three months ended June 30, 2021. The increase in non-interest expense was primarily due to the growth of the Company.

Income before Income Taxes. Income before income taxes for the three months ended June 30, 2022 was $35.0 million, an increase of $9.6 million, or 37.6%, from $25.4 million for the three months ended June 30, 2021 for the previously discussed reasons.

Provision for Income Taxes. The provision for income taxes was $9.9 million for the three months ended June 30, 2022, an increase of $3.8 million, or 61.4%, from $6.2 million for the three months ended June 30, 2021. The increase was primarily due to growth in income before income taxes and an increase in the effective tax rate. The effective tax rate for three months ended June 30, 2022 was 28.4% compared to 24.2% for the three months ended June 30, 2021. The increase in the effective tax rate was primarily due to the loss of certain New York State and City tax deductions in 2022.

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

General. Net income for the six months ended June 30, 2022 was $43.3 million, an increase of $5.0 million, or 12.9%, from $38.3 million for the six months ended June 30, 2021. Diluted earnings per common share were $1.39 for the six months ended June 30, 2022, an increase of $0.18, or 14.9%, from $1.21 for the six months ended June 30, 2021.

Return on average equity was 12.91% for the six months ended June 30, 2022 compared to 12.11% for the six months ended June 30, 2021. Return on average assets was 1.06% for the six months ended June 30, 2022 compared to 0.93% for the six months ended June 30, 2021.

Interest Income. Interest and dividend income increased $1.7 million, or 1.2%, to $145.6 million for the six months ended June 30, 2022 from $143.9 million for the six months ended June 30, 2021. The increase in interest income was primarily attributable to the 8 basis points increase in the yield on interest-earning assets to 3.81%, for the six months ended June 30, 2022, compared to 3.73% for the comparable prior year period. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual loans, net gains (losses) from fair value adjustments on qualifying hedges, and purchase accounting adjustments, the yield on total loans, net, increased three basis points to 3.97% for the six months ended June 30, 2022 from 3.94% for the six months ended June 30, 2021.

Interest Expense. Interest expense decreased $4.5 million, or 20.7%, to $17.4 million for the six months ended June 30, 2022 from $21.9 million for the six months ended June 30, 2021. The decrease in interest expense was primarily due to a decline of 12 basis points in the average cost of interest-bearing liabilities to 0.55% for the six months ended June 30, 2022 from 0.67% for the six months ended June 30, 2021 and the decrease of $226.3 million in the average balance of interest-bearing liabilities to $6,279.3 million for the six months ended June 30, 2022 from $6,505.5 million for the comparable prior year period.

Net Interest Income. Net interest income for the six months ended June 30, 2022 was $128.2 million, an increase of $6.3 million, or 5.1%, from $121.9 million for the six months ended June 30, 2021. The increase in net interest income was primarily due to an increase of 20 basis points in the net interest margin to 3.36% during the six months ended June 30, 2022 and an increase in net interest-earning assets of $153.2 million to $1.376.7 million for the same period. Included in net interest income was prepayment penalty income, net of reversals and recovered interest from non-accrual loans totaling $4.0 million and $3.0 million for the six months ended June 30, 2022 and 2021, respectively, net (losses) gains from fair value adjustments on qualifying hedges totaling $(0.2) million and $0.8 million for the six months ended June 30, 2022 and 2021, respectively, and purchase accounting income adjustments of $1.4 million and $1.5 million for the six months ended June 30, 2022 and 2021, respectively. Excluding all of these items, the net interest margin for the six months ended June 30, 2022 was 3.22%, an increase of 20 basis points, from 3.02% for the six months ended June 30, 2021.

Provision for Credit Losses. During the six months ended June 30, 2022, the provision for credit losses was $2.9 million, compared to $1.2 million for the six months ended June 30, 2021. The provision recorded during the six months ended June 30, 2022 was greater than net charge-offs of $0.4 million. During the six months ended June 30, 2022, nonperforming assets increased $34.0 million to $48.9 million from $14.9 million at December 31, 2021. The increase in non-performing assets primarily resulted from the addition of one non-accrual investment security which was collateralized by real estate and three non-accrual commercial business loans. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 50.7% at June 30, 2022. The Bank continues to maintain conservative underwriting standards.

Non-Interest Income. Non-interest income for the six months ended June 30, 2022 was $8.7 million, an increase of $5.6 million from $3.1 million in the prior year comparable period. The increase was primarily due to the prior year period including net losses from fair value adjustments totaling $5.6 million compared to net gains totaling $0.7 million recorded during the six months ended June 30, 2022. Additionally, non-interest income for the six months ended June 30, 2022 included life insurance proceeds totaling $1.5 million compared to none recorded in the prior year comparable period. These increases were partially offset by a decline in loan swap income during the six months ended June 30, 2022 compared to the six month ended June 30, 2021, due to lower activity in 2022.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

Non-Interest Expense. Non-interest expense for the six months ended June 30, 2022 was $74.3 million, an increase of $2.1 million, or 3.0%, from $72.2 million for the six months ended June 30, 2021. The increase in non-interest expense was primarily due to the growth of the Company.

Income before Income Taxes. Income before income taxes for the six months ended June 30, 2022 was $59.6 million, an increase of $8.0 million, or 15.4%, from $51.6 million for the six months ended June 30, 2021 for the previously discussed reasons.

Provision for Income Taxes. The provision for income taxes was $16.4 million for the six months ended June 30, 2022, an increase of $3.0 million, or 22.6%, from $13.3 million for the six months ended June 30, 2021. The increase was primarily due to the growth in income before income taxes, and an increase in the effective tax rate. The effective tax rate for six months ended June 30, 2022 was 27.4% compared to 25.8% for the six months ended June 30, 2021. The increase in the effective tax rate was primarily due to the loss of certain New York State and City tax deductions in 2022.

​

FINANCIAL CONDITION

Assets. Total assets at June 30, 2022 were $8,339.6 million, an increase of $293.7 million, or 3.7%, from $8,045.9 million at December 31, 2021. Total loans net increased $120.0 million, or 1.8%, during the six months ended June 30, 2022, to $6,721.0 million from $6,601.0 million at December 31, 2021. The increase was primarily due to loan originations which exceeded satisfactions. Loan originations and purchases were $833.1 million for the six months ended June 30, 2022, an increase of $185.8 million, or 28.7%, from $647.3 million for the six months ended June 30, 2021. We continue to focus on the origination of multi-family residential, commercial real estate and commercial business loans with a full banking relationship. The loan pipeline was $582.6 million at June 30, 2022, compared to $429.3 million at December 31, 2021.

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the three months |  | For the six months
​ |  | ended June 30, |  | ended June 30,
(In thousands) |  | 2022 |  | 2021 |  | 2022 |  | 2021
Multi-family residential | ​ | $ | 136,902 | ​ | $ | 66,913 |  | $ | 235,082 | ​ | $ | 125,466
Commercial real estate | ​ |  | 164,826 | ​ |  | 37,963 |  | ​ | 209,928 | ​ |  | 55,119
One-to-four family – mixed-use property | ​ |  | 12,228 | ​ |  | 7,135 |  | ​ | 20,726 | ​ |  | 15,847
One-to-four family – residential | ​ |  | 4,211 | ​ |  | 59,494 |  | ​ | 13,472 | ​ |  | 62,625
Construction (1) | ​ |  | 8,319 | ​ |  | 5,281 |  | ​ | 17,121 | ​ |  | 12,404
Small Business Administration (2) | ​ |  | 2,750 | ​ |  | 17,585 |  | ​ | 2,750 | ​ |  | 142,678
Commercial business and other (3) | ​ |  | 174,551 | ​ |  | 130,036 |  | ​ | 334,027 | ​ |  | 233,154
Total | ​ | $ | 503,787 | ​ | $ | 324,407 | ​ | $ | 833,106 | ​ | $ | 647,293

​

(1) | Includes purchases of $0.9 million and $3.6 million for the three months ended June 30, 2022 and 2021, respectively. Includes purchases of $1.6 million and $6.9 million for the six months ended June 30, 2022 and 2021, respectively.

(2) | Includes $15.5 million and $138.7 million of SBA PPP loans for the three and six months ended June 30, 2021, respectively.

(3) | Includes purchases of $55.8 million and $43.2 million for the three months ended June 30, 2022 and 2021, respectively. Includes purchases of $109.4 million and $65.8 million for the six months ended June 30, 2022 and 2021, respectively.

​

The Bank maintains its conservative underwriting standards that include, among other things, a loan-to-value ratio of 75% or less and a debt coverage ratio of at least 125%. Multi-family residential (excluding underlying co-operative mortgages), commercial real estate and one-to-four family mixed-use property mortgage loans originated and purchased during the six months ended June 30, 2022 had an average loan-to-value ratio of 56.6% and an average debt coverage ratio of 170%.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

The Bank’s non-performing assets totaled $48.9 million at June 30, 2022, an increase of $34.0 million, or 227.7%, from December 31, 2021. Total non-performing assets as a percentage of total assets were 0.59% at June 30, 2022 and 0.19% at December 31, 2021. The ratio of ACL - loans to total non-performing loans was 141.1% at June 30, 2022 and 248.7% at December 31, 2021.

During the six months ended June 30, 2022, mortgage-backed securities decreased $61.3 million, or 10.6%, to $518.8 million from $580.1 million at December 31, 2021. The decrease in mortgage-backed securities during the six months ended June 30, 2022 was primarily due to the principal repayment of securities totaling $63.7 million and the decrease in the fair value of the securities totaling $50.8 million partially offset by the purchase of securities totaling $54.5 million at an average rate of 2.67%.

During the six months ended June 30, 2022, other securities increased $157.9 million, or 61.9%, to $413.0 million from $255.0 million at December 31, 2021. The increase in other securities during the six months ended June 30, 2022, was primarily due to purchases of $172.3 million at an average rate of 2.98% partially offset by a decrease in the fair value of other securities totaling $13.6 million, and maturities, sales and calls totaling $0.9 million. At June 30, 2022, other securities primarily consisted of securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, corporate bonds, and CLOs.

Liabilities. Total liabilities were $7,668.8 million at June 30, 2022, an increase of $302.5 million, or 4.1%, from $7,366.3 million at December 31, 2021. During the six months ended June 30, 2022, due to depositors increased $16.5 million, or 0.3%, to $6,350.0 million due to an increase of $113.6 million in non-interest bearing deposits, partially offset by a decrease of $97.1 million in NOW, money market accounts and certificates of deposit. The decrease in NOW, money market accounts and certificates of deposit was due to management’s decision to allow these deposits to mature and replace with lower cost funding. Included in deposits were brokered deposits totaling $1,028.4 million, an increase of $402.1 million from $626.3 million at December 31, 2021. Borrowed funds increased $274.1 million during the six months ended June 30, 2022.

Equity. Total stockholders’ equity decreased $8.8 million, or 1.3%, to $670.8 million at June 30, 2022, from $679.6 million at December 31, 2021. Stockholders’ equity decreased due to a decline in accumulated other comprehensive income of $24.6 million, the declaration and payment of dividends on the Company’s common stock of $0.44 per common share totaling $13.6 million and 747,689 shares repurchased totaling $17.0 million. These decreases were partially offset by net income of $43.3 million. Book value per common share increased to $22.38 at June 30, 2022 compared to $22.26 at December 31, 2021.

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

Liquidity management is both a short and long-term function of business management. During 2021, funds were provided by the Company’s operating activities, which were used to fund our investing and financing activities. Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and federal funds sold with original maturities of 90 days or less. The level of these assets is dependent on our operating, financing, lending, and investing activities during any given period. At June 30, 2022, cash and cash equivalents totaled $137.0 million, an increase of $55.3 million from December 31, 2021. We also held unencumbered securities available for sale totaling $546.4 million at June 30, 2022.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

At June 30, 2022, the Bank was able to borrow up to $3,675.0 million from the FHLB-NY in Federal Home Loan Bank advances and letters of credit. As of June 30, 2022, the Bank had $1,655.4 million outstanding in combined balances of FHLB-NY advances and letters of credit. At June 30, 2022, the Bank also had unsecured lines of credit with other commercial banks totaling $695.0 million, with no outstanding amount. In addition, at June 30, 2022, the Holding Company had subordinated debentures with a principal balance totaling $125.0 million and junior subordinated debentures with a face amount of $61.9 million and a carrying amount of $55.4 million. Management believes its available sources of funds are sufficient to fund current operations.

INTEREST RATE RISK

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

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

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

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​
Change in Interest Rate | ​ | Net Portfolio Value | ​ | Net Portfolio Value Ratio | ​
-100 Basis points |  | 3.1 | % | 15.4 | %
Base interest rate |  | — |  | 15.3 |
+100 Basis points |  | (5.7) |  | 14.7 |
+200 Basis points |  | (11.5) |  | 14.1 |

​

Income Simulation Analysis. The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management provides a report for review by the ALCO Investment Committee of the Board of Directors. This report quantifies the potential changes in net interest income and net portfolio value through various interest rate scenarios.

The starting point for the net interest income simulation is an estimate of the next twelve month’s net interest income assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at period-end levels. The net interest income simulation assumes that changes in interest rates change gradually in equal increments over the twelve-month period. Prepayment penalty income is excluded from this analysis. Based on these assumptions, net interest income would be reduced by 3.9% from a 100 basis point increase in rates over the next twelve months. Actual results could differ significantly from these estimates.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

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

The net interest income simulation incorporates the next twelve months (through June 30, 2023) and only a portion of the effective swap maturities and the forward starting swaps are included in this period. Assuming another equal increment ramp of 100 basis points increase in rates in the second year (through June 30, 2024), for a total of 200 basis points over two years, the total derivative portfolio has a 1.6% benefit to net interest income (versus the base case) in the first year and a cumulative benefit of 4.2% by the second year.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

AVERAGE BALANCES

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. The following tables sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the three and six months ended June 30, 2022 and 2021, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the three months ended June 30, | ​
​ |  | 2022 |  | 2021 | ​
​ |  | Average | ​ | ​ | ​ |  | Yield/ |  | Average | ​ | ​ |  | Yield/ | ​
​ |  | Balance |  | Interest |  | Cost |  | Balance |  | Interest |  | Cost | ​
Assets |  | (Dollars in thousands) | ​
Interest-earning assets: |  | ​ |  |  | ​ |  |  | ​ |  | ​ |  |  | ​ |  |  | ​ | ​
Mortgage loans, net | ​ | $ | 5,178,029 | ​ | $ | 54,775 |  | 4.23 | % | $ | 5,130,400 | ​ | $ | 52,987 |  | 4.13 | %
Other loans, net | ​ |  | 1,462,302 | ​ |  | 14,417 |  | 3.94 | ​ |  | 1,556,488 | ​ |  | 15,012 |  | 3.86 | ​
Total loans, net (1) (2) | ​ |  | 6,640,331 | ​ | ​ | 69,192 | ​ | 4.17 | ​ |  | 6,686,888 | ​ | ​ | 67,999 | ​ | 4.07 | ​
Taxable securities: | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Mortgage-backed securities | ​ |  | 594,923 | ​ |  | 2,356 |  | 1.58 | ​ |  | 578,134 | ​ |  | 2,233 |  | 1.54 | ​
Other securities | ​ |  | 333,158 | ​ |  | 2,090 |  | 2.51 | ​ |  | 232,020 | ​ |  | 1,037 |  | 1.79 | ​
Total taxable securities | ​ |  | 928,081 | ​ | ​ | 4,446 | ​ | 1.92 | ​ |  | 810,154 | ​ | ​ | 3,270 | ​ | 1.61 | ​
Tax-exempt securities: (3) | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Other securities | ​ |  | 67,315 | ​ |  | 625 |  | 3.71 | ​ |  | 50,830 | ​ |  | 535 |  | 4.21 | ​
Total tax-exempt securities | ​ |  | 67,315 | ​ | ​ | 625 | ​ | 3.71 | ​ |  | 50,830 | ​ | ​ | 535 | ​ | 4.21 | ​
Interest-earning deposits and federal funds sold | ​ |  | 104,956 | ​ |  | 159 |  | 0.61 | ​ |  | 242,302 | ​ |  | 51 |  | 0.08 | ​
Total interest-earning assets | ​ |  | 7,740,683 | ​ | ​ | 74,422 | ​ | 3.85 | ​ |  | 7,790,174 | ​ | ​ | 71,855 | ​ | 3.69 | ​
Other assets | ​ |  | 471,080 | ​ |  | ​ |  | ​ | ​ |  | 473,379 | ​ |  | ​ |  | ​ | ​
Total assets | ​ | $ | 8,211,763 | ​ |  | ​ |  | ​ | ​ | $ | 8,263,553 | ​ |  | ​ |  | ​ | ​
Liabilities and Equity | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Interest-bearing liabilities | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Deposits: | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Savings accounts | ​ | $ | 156,785 | ​ |  | 50 |  | 0.13 | ​ | $ | 153,113 | ​ |  | 66 |  | 0.17 | ​
NOW accounts | ​ |  | 2,089,851 | ​ |  | 1,405 |  | 0.27 | ​ |  | 2,255,581 | ​ |  | 1,499 |  | 0.27 | ​
Money market accounts | ​ |  | 2,231,743 | ​ |  | 1,952 |  | 0.35 | ​ |  | 2,043,257 | ​ |  | 2,060 |  | 0.40 | ​
Certificate of deposit accounts | ​ |  | 820,476 | ​ |  | 1,273 |  | 0.62 | ​ |  | 1,043,985 | ​ |  | 1,913 |  | 0.73 | ​
Total due to depositors | ​ |  | 5,298,855 | ​ | ​ | 4,680 | ​ | 0.35 | ​ |  | 5,495,936 | ​ | ​ | 5,538 | ​ | 0.40 | ​
Mortgagors' escrow accounts | ​ |  | 97,496 | ​ |  | 6 |  | 0.02 | ​ |  | 91,545 | ​ |  | 1 |  | — | ​
Total deposits | ​ |  | 5,396,351 | ​ | ​ | 4,686 | ​ | 0.35 | ​ |  | 5,587,481 | ​ | ​ | 5,539 | ​ | 0.40 | ​
Borrowed funds | ​ |  | 941,023 | ​ |  | 4,875 |  | 2.07 | ​ |  | 945,410 | ​ |  | 5,164 |  | 2.18 | ​
Total interest-bearing liabilities | ​ |  | 6,337,374 | ​ | ​ | 9,561 | ​ | 0.60 | ​ |  | 6,532,891 | ​ | ​ | 10,703 | ​ | 0.66 | ​
Non-interest-bearing deposits | ​ |  | 1,044,553 | ​ |  |  |  | ​ | ​ |  | 923,220 | ​ |  |  |  | ​ | ​
Other liabilities | ​ |  | 162,380 | ​ |  |  |  | ​ | ​ |  | 162,752 | ​ |  |  |  | ​ | ​
Total liabilities | ​ |  | 7,544,307 | ​ |  |  |  | ​ | ​ |  | 7,618,863 | ​ |  |  |  | ​ | ​
Equity | ​ |  | 667,456 | ​ |  |  |  | ​ | ​ |  | 644,690 | ​ |  |  |  | ​ | ​
Total liabilities and equity | ​ | $ | 8,211,763 | ​ |  |  |  | ​ | ​ | $ | 8,263,553 | ​ |  |  |  | ​ | ​
Net interest income / net interest rate spread (tax equivalent) (3) | ​ |  |  | ​ | $ | 64,861 |  | 3.25 | % |  |  | ​ | $ | 61,152 |  | 3.03 | %
Net interest-earning assets / net interest margin(tax equivalent) | ​ | $ | 1,403,309 | ​ |  |  |  | 3.35 | % | $ | 1,257,283 | ​ |  |  |  | 3.14 | %
Ratio of interest-earning assets to interest-bearing liabilities | ​ |  |  | ​ |  |  |  | 1.22 | X |  |  | ​ |  |  |  | 1.19 | X

| (1) | Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $2.2 million and $3.2 million for the three months ended June 30, 2022 and 2021, respectively.

| (2) | Loan interest income includes net (losses) gains from fair value adjustments on qualifying hedges of $(0.1) million and $0.7 million for three month periods ended June 30, 2022 and 2021.

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

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | For the six months ended June 30, | ​
​ |  | 2022 |  | 2021 | ​
​ |  | Average | ​ | ​ | ​ |  | Yield/ |  | Average | ​ | ​ |  | Yield/ | ​
​ |  | Balance |  | Interest |  | Cost |  | Balance |  | Interest |  | Cost | ​
Assets |  | (Dollars in thousands) | ​
Interest-earning assets: |  | ​ |  |  | ​ |  |  | ​ |  | ​ |  |  | ​ |  |  | ​ | ​
Mortgage loans, net | ​ | $ | 5,165,121 | ​ | $ | 108,745 |  | 4.21 | % | $ | 5,143,117 | ​ | $ | 108,206 |  | 4.21 | %
Other loans, net | ​ |  | 1,444,555 | ​ |  | 27,963 |  | 3.87 | ​ |  | 1,550,527 | ​ |  | 28,814 |  | 3.72 | ​
Total loans, net (1) (2) | ​ |  | 6,609,676 | ​ | ​ | 136,708 | ​ | 4.14 | ​ |  | 6,693,644 | ​ | ​ | 137,020 | ​ | 4.09 | ​
Taxable securities: | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Mortgage-backed securities | ​ |  | 587,836 | ​ |  | 4,523 |  | 1.54 | ​ |  | 506,424 | ​ |  | 3,931 |  | 1.55 | ​
Other securities | ​ |  | 280,245 | ​ |  | 3,209 |  | 2.29 | ​ |  | 266,234 | ​ |  | 2,000 |  | 1.50 | ​
Total taxable securities | ​ |  | 868,081 | ​ | ​ | 7,732 | ​ | 1.78 | ​ |  | 772,658 | ​ | ​ | 5,931 | ​ | 1.54 | ​
Tax-exempt securities: (3) | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Other securities | ​ |  | 62,490 | ​ |  | 1,216 |  | 3.89 | ​ |  | 50,829 | ​ |  | 1,065 |  | 4.19 | ​
Total tax-exempt securities | ​ |  | 62,490 | ​ | ​ | 1,216 | ​ | 3.89 | ​ |  | 50,829 | ​ | ​ | 1,065 | ​ | 4.19 | ​
Interest-earning deposits and federal funds sold | ​ |  | 115,752 | ​ |  | 210 |  | 0.36 | ​ |  | 211,904 | ​ |  | 87 |  | 0.08 | ​
Total interest-earning assets | ​ |  | 7,655,999 | ​ | ​ | 145,866 | ​ | 3.81 | ​ |  | 7,729,035 | ​ | ​ | 144,103 | ​ | 3.73 | ​
Other assets | ​ |  | 475,066 | ​ |  | ​ |  | ​ | ​ |  | 476,919 | ​ |  | ​ |  | ​ | ​
Total assets | ​ | $ | 8,131,065 | ​ |  | ​ |  | ​ | ​ | $ | 8,205,954 | ​ |  | ​ |  | ​ | ​
Liabilities and Equity | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Interest-bearing liabilities | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Deposits: | ​ |  |  | ​ |  |  |  | ​ | ​ |  |  | ​ |  |  |  | ​ | ​
Savings accounts | ​ | $ | 156,689 | ​ |  | 99 |  | 0.13 | ​ | $ | 161,549 | ​ |  | 141 |  | 0.17 | ​
NOW accounts | ​ |  | 2,063,529 | ​ |  | 2,198 |  | 0.21 | ​ |  | 2,220,677 | ​ |  | 3,205 |  | 0.29 | ​
Money market accounts | ​ |  | 2,242,626 | ​ |  | 3,227 |  | 0.29 | ​ |  | 1,974,781 | ​ |  | 4,160 |  | 0.42 | ​
Certificate of deposit accounts | ​ |  | 854,970 | ​ |  | 2,562 |  | 0.60 | ​ |  | 1,073,151 | ​ |  | 4,135 |  | 0.77 | ​
Total due to depositors | ​ |  | 5,317,814 | ​ | ​ | 8,086 | ​ | 0.30 | ​ |  | 5,430,158 | ​ | ​ | 11,641 | ​ | 0.43 | ​
Mortgagors' escrow accounts | ​ |  | 84,574 | ​ |  | 8 |  | 0.02 | ​ |  | 78,531 | ​ |  | 3 |  | 0.01 | ​
Total deposits | ​ |  | 5,402,388 | ​ | ​ | 8,094 | ​ | 0.30 | ​ |  | 5,508,689 | ​ | ​ | 11,644 | ​ | 0.42 | ​
Borrowed funds | ​ |  | 876,877 | ​ |  | 9,308 |  | 2.12 | ​ |  | 996,845 | ​ |  | 10,304 |  | 2.07 | ​
Total interest-bearing liabilities | ​ |  | 6,279,265 | ​ | ​ | 17,402 | ​ | 0.55 | ​ |  | 6,505,534 | ​ | ​ | 21,948 | ​ | 0.67 | ​
Non-interest-bearing deposits | ​ |  | 1,023,181 | ​ |  |  |  | ​ | ​ |  | 889,821 | ​ |  |  |  | ​ | ​
Other liabilities | ​ |  | 158,400 | ​ |  |  |  | ​ | ​ |  | 178,361 | ​ |  |  |  | ​ | ​
Total liabilities | ​ |  | 7,460,846 | ​ |  |  |  | ​ | ​ |  | 7,573,716 | ​ |  |  |  | ​ | ​
Equity | ​ |  | 670,219 | ​ |  |  |  | ​ | ​ |  | 632,238 | ​ |  |  |  | ​ | ​
Total liabilities and equity | ​ | $ | 8,131,065 | ​ |  |  |  | ​ | ​ | $ | 8,205,954 | ​ |  |  |  | ​ | ​
Net interest income / net interest rate spread (tax equivalent) (3) | ​ |  |  | ​ | $ | 128,464 |  | 3.26 | % |  |  | ​ | $ | 122,155 |  | 3.06 | %
Net interest-earning assets / net interest margin(tax equivalent) | ​ | $ | 1,376,734 | ​ |  |  |  | 3.36 | % | $ | 1,223,501 | ​ |  |  |  | 3.16 | %
Ratio of interest-earning assets to interest-bearing liabilities | ​ |  |  | ​ |  |  |  | 1.22 | X |  |  | ​ |  |  |  | 1.19 | X

| (1) | Loan interest income includes loan fee income (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $5.1 million and 4.8 million for the six months ended June 30, 2022 and 2021, respectively.

| (2) | Loan interest income includes net gains (losses) from fair value adjustments on qualifying hedges of ($0.2) million and $0.8 million for the six months ended June 30, 2022 and 2021, respectively.

| (3) | Interest and yields are calculated on the tax equivalent basis using the statutory federal income tax rate of 21% for the periods presented totaling $0.3 million and $0.2 million for the six months ended June 30, 2022 and 2021.

​

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

LOANS

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30,
(In thousands) |  | 2022 |  | 2021
​ | ​ | ​ | ​ | ​ | ​ | ​
Mortgage Loans |  | ​ |  |  | ​ |
At beginning of period | ​ | $ | 5,200,782 | ​ | $ | 5,228,271
Mortgage loans originated: | ​ |  |  | ​ |  |
Multi-family residential | ​ |  | 235,082 | ​ |  | 125,466
Commercial real estate | ​ |  | 209,928 | ​ |  | 55,119
One-to-four family mixed-use property | ​ |  | 20,726 | ​ |  | 15,847
One-to-four family residential | ​ |  | 13,472 | ​ |  | 4,673
Construction | ​ |  | 15,498 | ​ |  | 5,468
Total mortgage loans originated | ​ |  | 494,706 | ​ |  | 206,573
​ | ​ | ​ | ​ | ​ | ​ | ​
Mortgage loans purchased: | ​ |  |  | ​ |  |
One-to-four family residential | ​ |  | — | ​ |  | 57,952
Construction | ​ |  | 1,623 | ​ |  | 6,936
Total mortgage loans purchased | ​ |  | 1,623 | ​ |  | 64,888
​ | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ |  |  | ​ |  |
Principal reductions | ​ |  | 398,074 | ​ |  | 271,294
Mortgage loan sales | ​ |  | 18,342 | ​ |  | 17,846
Charge-offs | ​ |  | — | ​ |  | 139
At end of period | ​ | $ | 5,280,695 | ​ | $ | 5,210,453
​ | ​ | ​ | ​ | ​ | ​ | ​
Non-mortgage loans | ​ |  |  | ​ |  |
At beginning of period | ​ | $ | 1,433,084 | ​ | $ | 1,473,358
Loans originated: | ​ |  |  | ​ |  |
Small Business Administration (1) | ​ |  | 2,750 | ​ |  | 142,678
Commercial business | ​ |  | 222,281 | ​ |  | 164,166
Other | ​ |  | 2,341 | ​ |  | 3,170
Total other loans originated | ​ |  | 227,372 | ​ |  | 310,014
​ | ​ | ​ | ​ | ​ | ​ | ​
Non-mortgage loans purchased: | ​ |  | ​ | ​ |  |
Commercial business | ​ |  | 109,405 | ​ |  | 65,818
Total non-mortgage loans purchased | ​ |  | 109,405 | ​ |  | 65,818
​ | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ |  |  | ​ |  |
Principal reductions (2) | ​ |  | 297,813 | ​ |  | 338,537
Charge-offs (3) | ​ |  | 59 | ​ |  | 3,969
At end of period | ​ | $ | 1,471,989 | ​ | $ | 1,506,684

(1) | Includes SBA PPP originations totaling $138.7 million for the six months ended June 30, 2021.

(2) | Includes SBA PPP reductions totaling $55.2 million and $93.2 million for the six months ended June 30, 2022 and 2021, respectively.

(3) | Does not include charge-offs totaling $1.0 million on the guaranteed portion of SBA receivables deemed uncollectible during the six months ended June 30, 2022.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

​

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
(In thousands) |  | 2022 |  | 2021
Accrual Status: |  | ​ |  |  | ​ |
Multi-family residential | ​ | $ | 1,656 | ​ | $ | 1,690
Commercial real estate | ​ |  | 7,572 | ​ |  | 7,572
One-to-four family - mixed-use property | ​ |  | 1,000 | ​ |  | 1,375
One-to-four family - residential | ​ |  | 260 | ​ |  | 483
Commercial business and other | ​ |  | 1,190 | ​ |  | 1,340
Total | ​ |  | 11,678 | ​ |  | 12,460
​ | ​ | ​ | ​ | ​ | ​ | ​
Non-Accrual Status: | ​ |  |  | ​ |  |
One-to-four family - mixed-use property | ​ |  | 254 | ​ |  | 261
Commercial business and other | ​ |  | 2,850 | ​ |  | 41
Total | ​ |  | 3,104 | ​ |  | 302
​ | ​ | ​ | ​ | ​ | ​ | ​
Total performing troubled debt restructured | ​ | $ | 14,782 | ​ | $ | 12,762

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
(In thousands) |  | 2022 | ​ | 2021 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loans 90 days or more past due and still accruing: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial Business and other | ​ | $ | 100 | ​ | $ | — | ​
Total | ​ |  | 100 | ​ |  | — | ​
Non-accrual loans: | ​ |  |  | ​ |  |  | ​
Multi-family residential | ​ |  | 3,414 | ​ |  | 2,431 | ​
Commercial real estate | ​ |  | 242 | ​ |  | 613 | ​
One-to-four family - mixed-use property (1) | ​ |  | 790 | ​ |  | 1,309 | ​
One-to-four family - residential | ​ |  | 5,055 | ​ |  | 7,725 | ​
Construction | ​ | ​ | 856 | ​ | ​ | — | ​
Small business administration | ​ |  | 937 | ​ |  | 937 | ​
Commercial Business and other (1) | ​ |  | 16,554 | ​ |  | 1,918 | ​
Total | ​ |  | 27,848 | ​ |  | 14,933 | ​
Total non-performing loans | ​ |  | 27,948 | ​ |  | 14,933 | ​
Other non-performing assets: | ​ |  |  | ​ |  |  | ​
Held-to-maturity securities | ​ |  | 20,981 | ​ |  | — | ​
Total | ​ |  | 20,981 | ​ |  | — | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total non-performing assets | ​ | $ | 48,929 | ​ | $ | 14,933 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-performing assets to total assets | ​ | ​ | 0.59 | % | ​ | 0.19 | %
ACL - loans to non-accrual loans | ​ | ​ | 141.57 | % | ​ | 248.66 | %
ACL - loans to non-performing loans | ​ | ​ | 141.06 | % | ​ | 248.66 | %

(1) Not included in the above analysis are the following non-accrual TDRs that are performing according to their restructured terms: one-to-four family mixed-use property loans totaling $0.3 million at both June 30, 2022 and December 31, 2021, respectively, and commercial business loans totaling $2.8 million and less than $0.1 million at June 30, 2022 and December 31, 2021, respectively.

​

CRITICIZED AND CLASSIFIED ASSETS

Our policy is to review our assets, focusing primarily on the loan portfolio, other real estate owned, and the investment portfolios, to ensure that credit quality is maintained at the highest levels. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements for a description of how loans are determined to be criticized or classified and a table displaying criticized and classified loans at June 30, 2022 and December 31, 2021. Our total Criticized and Classified assets were $78.1 million at June 30, 2022, a decrease of $0.5 million from $78.6 million at December 31, 2021. The Company had one investment security with an amortized cost of $21.0 million classified as substandard at June 30, 2022. This same security was reported as special mention at December 31, 2021.

Included within net loans as of June 30, 2022 and December 31, 2021 were $5.4 million and $8.7 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.

​

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

ALLOWANCE FOR CREDIT LOSSES

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30,
(In thousands) | ​ | ​ | 2022 | ​ | ​ | 2021
​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at beginning of period | ​ | $ | 37,135 | ​ | $ | 45,153
Loans- Charge-off | ​ | ​ | (1,086) | ​ | ​ | (4,108)
Loans- Recovery | ​ | ​ | 652 | ​ | ​ | 341
Loans- Provision | ​ | ​ | 2,723 | ​ | ​ | 1,284
Allowance for Credit Losses - Loans | ​ | $ | 39,424 | ​ | $ | 42,670
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at beginning of period | ​ | $ | 862 | ​ | $ | 907
HTM Securities- Provision (Benefit) | ​ | ​ | 223 | ​ | ​ | (63)
Allowance for HTM Securities losses | ​ | $ | 1,085 | ​ | $ | 844
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at beginning of period | ​ | $ | 1,209 | ​ | $ | 1,815
Off-Balance Sheet- (Benefit) Provision | ​ | ​ | 235 | ​ | ​ | (245)
Allowance for Off-Balance Sheet losses | ​ | $ | 1,444 | ​ | $ | 1,570
​ | ​ | ​ | ​ | ​ | ​ | ​
Allowance for Credit Losses | ​ | $ | 41,953 | ​ | $ | 45,084

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the six months ended June 30, |
(Dollars in thousands) |  | 2022 |  | 2021 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at beginning of year | ​ | $ | 37,135 | ​ | $ | 45,153 | ​
Provision for credit losses | ​ |  | 2,723 | ​ |  | 1,284 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loans charged-off: | ​ |  |  | ​ |  |  | ​
Multi-family residential | ​ |  | — | ​ |  | (43) | ​
Commercial real estate | ​ |  | — | ​ |  | (64) | ​
One-to-four family mixed-use property | ​ |  | — | ​ |  | (32) | ​
SBA | ​ |  | (1,054) | ​ |  | — | ​
Taxi medallion | ​ |  | — | ​ |  | (2,758) | ​
Commercial business and other loans | ​ |  | (32) | ​ |  | (1,211) | ​
Total loans charged-off | ​ |  | (1,086) | ​ |  | (4,108) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Recoveries: | ​ |  |  | ​ |  |  | ​
Multi-family residential | ​ |  | 1 | ​ |  | 10 | ​
One-to-four family - mixed-use property | ​ |  | — | ​ |  | 10 | ​
One-to-four family - residential | ​ | ​ | 4 | ​ | ​ | 7 | ​
Small Business Administration | ​ | ​ | 26 | ​ | ​ | 19 | ​
Taxi medallion | ​ | ​ | 447 | ​ | ​ | 222 | ​
Commercial business and other | ​ |  | 174 | ​ |  | 73 | ​
Total recoveries | ​ |  | 652 | ​ |  | 341 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net charge-offs | ​ |  | (434) | ​ |  | (3,767) | ​
Balance at end of year | ​ | $ | 39,424 | ​ | $ | 42,670 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ratio of net charge-offs to average loans outstanding during the period | ​ |  | 0.01 | % |  | 0.11 | %
Ratio of ACL - loans to gross loans at end of period | ​ |  | 0.58 | % |  | 0.64 | %
Ratio of ACL - loans to non-performing loans at end of period | ​ |  | 141.06 | % |  | 242.55 | %

​

​

​

The increase in non-performing assets is due to three relationships. One of the loans increasing non-performing assets was resolved subsequent to June 30, 2022.The second loan relationship is collateralized by non-real estate collateral, including credit insurance. The non-performing investment security and attendant loan are collateralized by a commercial condominium located in Manhattan with a combined LTV of approximately 63%.

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Table of Contents

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

​

ITEM 4. CONTROLS AND PROCEDURES

The Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, the design and operation of these disclosure controls and procedures were effective. During the period covered by this Quarterly Report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents

PART II – OTHER INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 1. LEGAL PROCEEDINGS

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

​

ITEM 1A. RISK FACTORS

Except as set forth below there have been no material changes from the risk factors disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2021.

​

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

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

It is currently expected that during the remainder of 2022, and perhaps beyond, the FOMC will increase interest rates to reduce the rate of inflation to the extent necessary to reduce inflation to the rate that the FOMC believes is appropriate. In March 2022, the FOMC commenced increasing the target range for the federal funds rate by implementing a 25-basis point increase to a range of 0.25% to 0.50%. In May 2022, the FOMC implemented a 50-basis point increase to a range of 0.75% to 1.00%. In June 2022, the FOMC implemented a 75-basis point increase to a range of 1.50% to 1.75%. At its most recent meeting, in late July 2022, the FOMC further added a 75-basis point increase to a range of 2.25% to 2.50%. All of these increases were expressly made in response to inflationary pressures, which are currently expected to continue. In its July 2022 “Beige Book”, the FRB noted that economic activity had expanded at a modest pace from mid-May, with higher food and gas prices and diminished household discretionary income. The report also noted that housing demand had weakened, commercial real estate conditions had slowed, and loan demand had been mixed, with some financial institutions reporting increased customer usage of revolving credit lines and others reporting weakened residential loan demand amid higher mortgage interest rates. The report concluded that the outlook for future economic growth is mostly negative, with expectations for further weakening of demand over the next six to twelve months.

There can be no assurances as to any future FOMC conduct. If the FOMC further increases the targeted federal funds rates, overall interest rates likely will rise, which will positively impact our interest income but may further negatively impact the entire national economy, including the housing industry in the markets we serve, by reducing refinancing activity and new home purchases. In addition, deflationary pressures, while possibly lowering our operational costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of collateral securing loans, which could negatively affect our financial performance. A significant portion of our loans have fixed interest rates (or, if adjustable, are initially fixed for periods of five to 10 years) and longer terms than our deposits and borrowings. Our net interest income could be adversely affected if the rates we pay on deposits and borrowings increase more rapidly than the rates we earn on loans. Our interest rate risk is exacerbated in the short term by the fact that approximately 80% of our certificates of deposit accounts and borrowings will reprice or mature during the next year. While the higher payments we would receive on adjustable-rate loans in a rising interest rate environment may increase our interest income, nonetheless (notwithstanding our stress testing) some borrowers ultimately may be unable to afford the higher payment amounts, which could result in a higher rate of default. Rising interest rates also may reduce the demand for loans and the value of fixed-rate investment securities. These effects from interest rate changes or from other sustained economic stress or a recession, among other matters, could have a material adverse effect on our business, financial condition, liquidity, and results of operations.

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Table of Contents

PART II – OTHER INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

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

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

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Table of Contents

PART II – OTHER INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

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

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  |  | ​ | ​ |  |  |  | Maximum
​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Number of
​ | ​ | Total | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Shares That May
​ | ​ | Number | ​ | ​ | ​ | ​ | as Part of Publicly | ​ | Yet Be Purchased
​ | ​ | of Shares | ​ | Average Price | ​ | Announced Plans | ​ | Under the Plans
Period | ​ | Purchased | ​ | Paid per Share | ​ | or Programs | ​ | or Programs
April 1 to April 30, 2022 | ​ | 20,000 | ​ | $ | 21.67 | ​ | 20,000 | ​ | 468,187
May 1 to May 31, 2022 | ​ | 246,164 | ​ | ​ | 21.89 | ​ | 246,164 | ​ | 1,222,023
June 1 to June 30, 2022 | ​ | 121,525 | ​ | ​ | 22.31 | ​ | 121,525 | ​ | 1,100,498
Total |  | 387,689 | ​ | $ | 22.01 |  | 387,689 | ​ |

​

On May 17, 2022, the Board of Directors approved a new stock repurchase program to purchase up to an additional 1,000,000 shares. During the quarter ended June 30, 2022, the Company repurchased 387,689 shares of the Company’s common stock. On June 30, 2022, 1,100,498 shares remained to be repurchased under the currently authorized stock repurchase programs. Stock will be purchased under the current stock repurchase programs from time to time, in the open market or through private transactions, subject to market conditions. There is no expiration or maximum dollar amount under these authorizations.

​

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

​

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

​

ITEM 5. OTHER INFORMATION

None.

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 6. EXHIBITS

​ | ​ | ​
Exhibit No. |  | Description
​ | ​ | ​
3.1 P | ​ | Certificate of Incorporation of Flushing Financial Corporation (1)
3.2 | ​ | Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
3.3 | ​ | Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (5)
3.4 | ​ | Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
3.5 | ​ | Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
3.6 | ​ | Amended and Restated By-Laws of Flushing Financial Corporation (6)
4.1 | ​ | Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)
4.2 | ​ | First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)
4.3 | ​ | Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
10.1 | ​ | Amended Flushing Financial Corporation 2014 Omnibus Plan (7)
31.1 | ​ | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
31.2 | ​ | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
32.1 | ​ | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
32.2 | ​ | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
101.INS | ​ | Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH | ​ | Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104 | ​ | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(1) | Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed

September 1, 1995, Registration No. 33-96488. (P: Indicates a filing submitted in paper)

(2) | Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 2006.

(3) | Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.

(4) | Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended

September 30, 2002.

(5) | Incorporated by reference to Exhibit filed with Form 10-K for the year ended December 31, 2011.

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

(7) | Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2021.

(8) | Incorporated by reference to Exhibits filed with Form 8-K filed November 22, 2021.

​

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FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

EXHIBIT INDEX

​

​ | ​ | ​
Exhibit No. |  | Description
​ | ​ | ​
3.1 P | ​ | Certificate of Incorporation of Flushing Financial Corporation (1)
3.2 | ​ | Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
3.3 | ​ | Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (5)
3.4 | ​ | Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
3.5 | ​ | Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
3.6 | ​ | Amended and Restated By-Laws of Flushing Financial Corporation (6)
4.1 | ​ | Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)
4.2 | ​ | First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)
4.3 | ​ | Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
10.1 | ​ | Amended Flushing Financial Corporation 2014 Omnibus Plan (7)
31.1 | ​ | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
31.2 | ​ | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
32.1 | ​ | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
32.2 | ​ | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
101.INS | ​ | Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH | ​ | Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104 | ​ | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(1) | Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed

September 1, 1995, Registration No. 33-96488. (P: Indicates a filing submitted in paper)

(2) | Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 2006.

(3) | Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.

(4) | Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended

September 30, 2002.

(5) | Incorporated by reference to Exhibit filed with Form 10-K for the year ended December 31, 2011.

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

(7) | Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2021.

(8) | Incorporated by reference to Exhibits filed with Form 8-K filed November 22, 2021.

​

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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, 2022 | ​ | By: | /s/John R. Buran
​ | ​ | ​ | John R. Buran
​ | ​ | ​ | President and Chief Executive Officer
​ | ​ | ​
​ | ​ | ​
​ | ​ | ​
Dated: | August 5, 2022 | ​ | By: | /s/Susan K. Cullen
​ | ​ | ​ | Susan K. Cullen
​ | ​ | ​ | Senior Executive Vice President, Treasurer and
​ | ​ | ​ | Chief Financial Officer

​

​

​

​

​

​

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