FFIC 10-Q Quarterly Report June 30, 2019

FLUSHING FINANCIAL CORP

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ffic20190630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30 , 2019

Commission file number 001-33013

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

11-3209278

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

220 RXR Plaza , Uniondale , New York 11556

(Address of principal executive offices)

( 718 ) 961-5400

(Registrant's telephone number, including area code)

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

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

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

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

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

Large accelerated filer X

Non-accelerated filer __

Emerging growth company __

Accelerated filer __

Smaller reporting company __

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

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

The number of shares of the registrant’s Common Stock outstanding as of July 31, 2019 was 28,187,922 .

TABLE OF CONTENTS

	PAGE
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements - (Unaudited)
Consolidated Statements of Financial Condition	1
Consolidated Statements of Income	2
Consolidated Statements of Comprehensive Income	3
Consolidated Statements of Cash Flows	4
Consolidated Statements of Changes in Stockholders’ Equity	5
Notes to Consolidated Financial Statements	6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	62
ITEM 4. Controls and Procedures	62
PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings	63
ITEM 1A. Risk Factors	63
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	63
ITEM 3. Defaults Upon Senior Securities	63
ITEM 4. Mine Safety Disclosures	63
ITEM 5. Other Information	63
ITEM 6. Exhibits	64
SIGNATURES	65

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Financial Condition

(Unaudited)

Item 1. Financial Statements

	June 30,			December 31,
	2019			2018
	(Dollars in thousands, except per share data)
Assets
Cash and due from banks	$	56,484		$	118,561
Securities held-to-maturity:
Mortgage-backed securities (including assets pledged of $7,447 and $4,796 at June 30, 2019 and December 31, 2018, respectively; fair value of $8,038 and $7,366 at June 30, 2019 and December 31, 2018, respectively)		7,944			7,953
Other securities (none pledged; fair value of $54,131 and $22,508 at June 30, 2019 and December 31, 2018, respectively)		52,242			24,065
Securities available for sale, at fair value:
Mortgage-backed securities (including assets pledged of $226,071 and $152,670 at June 30, 2019 and December 31, 2018, respectively; $848 and $967 at fair value pursuant to the fair value option at June 30, 2019 and December 31, 2018, respectively)		554,481			557,953
Other securities (including assets pledged of none and $28,871 at June 30, 2019 and December 31, 2018, respectively; $13,346 and $12,843 at fair value pursuant to the fair value option at June 30, 2019 and December 31, 2018, respectively)		254,172			264,702
Loans:
Multi-family residential		2,263,875			2,269,048
Commercial real estate		1,524,693			1,542,547
One-to-four family — mixed-use property		582,264			577,741
One-to-four family — residential		184,024			190,350
Co-operative apartments		8,137			8,498
Construction		58,503			50,600
Small Business Administration		14,511			15,210
Taxi medallion		3,555			4,539
Commercial business and other		983,573			877,763
Net unamortized premiums and unearned loan fees		15,278			15,188
Allowance for loan losses		( 21,510	)		( 20,945	)
Net loans		5,616,903			5,530,539
Interest and dividends receivable		26,552			25,485
Bank premises and equipment, net		28,623			30,418
Federal Home Loan Bank of New York stock, at cost		63,029			57,282
Bank owned life insurance		157,604			131,788
Goodwill		16,127			16,127
Other real estate owned, net		239			-
Right of Use Asset		42,557			-
Other assets		68,677			69,303
Total assets	$	6,945,634		$	6,834,176

Liabilities
Due to depositors:
Non-interest bearing	$	413,813		$	413,747
Interest-bearing		4,411,903			4,502,176
Total Deposits		4,825,716			4,915,923
Mortgagors' escrow deposits		52,201			44,861
Borrowed funds:
Federal Home Loan Bank advances		1,254,318			1,134,993
Subordinated debentures		74,158			74,001
Junior subordinated debentures, at fair value		43,414			41,849
Total borrowed funds		1,371,890			1,250,843
Operating lease liability		50,898			-
Other liabilities		79,539			73,085
Total liabilities		6,380,244			6,284,712

Stockholders' Equity
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued)		-			-
Common stock ($0.01 par value; 100,000,000 shares authorized; 31,530,595 shares issued at June, 30, 2019 and December 31, 2018; 28,187,922 shares and 27,983,637 shares outstanding at June 30, 2019 and December 31, 2018, respectively)		315			315
Additional paid-in capital		224,231			222,720
Treasury stock, at average cost (3,342,673 shares and 3,546,958 shares at June 30, 2019 and December 31, 2018, respectively)		( 70,913	)		( 75,146	)
Retained earnings		422,373			414,327
Accumulated other comprehensive loss, net of taxes		( 10,616	)		( 12,752	)
Total stockholders' equity		565,390			549,464

Total liabilities and stockholders' equity	$	6,945,634		$	6,834,176

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

- 1 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

	For the three months						For the six months
	ended June 30,						ended June 30,
(Dollars in thousands, except per share data)	2019			2018			2019			2018

Interest and dividend income
Interest and fees on loans	$	62,273		$	57,322		$	124,603		$	112,339
Interest and dividends on securities:
Interest		6,811			5,616			13,720			11,084
Dividends		19			17			38			31
Other interest income		472			338			1,027			625
Total interest and dividend income		69,575			63,293			139,388			124,079

Interest expense
Deposits		22,827			14,788			44,296			26,898
Other interest expense		6,739			5,865			13,280			11,932
Total interest expense		29,566			20,653			57,576			38,830

Net interest income		40,009			42,640			81,812			85,249
Provision for loan losses		1,474			-			2,446			153
Net interest income after provision for loan losses		38,535			42,640			79,366			85,096

Non-interest income
Banking services fee income		1,059			1,000			2,032			1,948
Net loss on sale of securities		( 15	)		-			( 15	)		-
Net gain on sale of loans		114			421			177			158
Net gain on sale of assets		770			-			770			-
Net loss from fair value adjustments		( 1,956	)		( 267	)		( 4,036	)		( 367	)
Federal Home Loan Bank of New York stock dividends		826			881			1,729			1,757
Life insurance proceeds		-			-			43			776
Bank owned life insurance		810			776			1,550			1,538
Other income		843			357			1,144			558
Total non-interest income		2,451			3,168			3,394			6,368

Non-interest expense
Salaries and employee benefits		15,668			15,291			34,834			33,746
Occupancy and equipment		2,742			2,476			5,531			5,053
Professional services		1,806			2,439			4,071			4,624
FDIC deposit insurance		667			547			1,152			1,047
Data processing		1,420			1,426			2,912			2,827
Depreciation and amortization		1,497			1,455			3,015			2,844
Other real estate owned/foreclosure expense		20			40			97			136
Net gain from sales of real estate owned		-			( 27	)		-			( 27	)
Other operating expenses		3,338			3,749			7,965			8,440
Total non-interest expense		27,158			27,396			59,577			58,690

Income before income taxes		13,828			18,412			23,183			32,774

Provision for income taxes
Federal		2,981			3,311			4,924			5,918
State and local		291			1,178			635			1,521
Total taxes		3,272			4,489			5,559			7,439

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


Basic earnings per common share	$	0.37		$	0.48		$	0.61		$	0.88
Diluted earnings per common share	$	0.37		$	0.48		$	0.61		$	0.88
Dividends per common share	$	0.21		$	0.20		$	0.42		$	0.40

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

- 2 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

	For the three months ended						For the six months ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018

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

Other comprehensive income (loss), net of tax:

Amortization of actuarial losses, net of taxes of ($9) and ($43) for the three months ended June 30, 2019 and 2018, respectively and of ($19) and ($84) for the six months ended June 30, 2019 and 2018, respectively.		22			90			44			181

Amortization of prior service credits, net of taxes of $6 and $3 for the three months ended June 30, 2019 and 2018, respectively and of $13 and $6 for the six months ended June 30, 2019 and 2018, respectively.		( 14	)		( 6	)		( 29	)		( 13	)

Net unrealized gains (losses) on securities, net of taxes of ($2,796) and $1,388 for three months ended June 30, 2019 and 2018, respectively and of ($5,320) and $4,443 for six months ended June 30, 2019 and 2018, respectively.		6,204			( 3,014	)		11,824			( 9,654	)

Reclassification adjustment for net losses included in income, net of taxes of ($5) for the three and six months ended June 30, 2019.		10			-			10			-

Net unrealized (losses) gains on cash flow hedges, net of taxes of $2,844 and ($961) for the three months ended June 30, 2019 and 2018, respectively and of $4,419 and ($3,565) for the six months ended June 30, 2019 and 2018, respectively.		( 6,331	)		2,085			( 9,836	)		7,746

Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of ($16) and ($6) for the three months ended June 30, 2019 and 2018, respectively and of $(55) and ($6) for six months ended June 30, 2019 and 2018, respectively.		35			13			123			13

Total other comprehensive income (loss), net of tax		( 74	)		( 832	)		2,136			( 1,727	)

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

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

- 3 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	For the six months ended
	June 30,
(In thousands)	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	17,624		$	25,335
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		2,446			153
Depreciation and amortization of bank premises and equipment		3,015			2,844
Amortization of premium, net of accretion of discount		2,831			4,463
Net loss from fair value adjustments		4,036			367
Net loss from fair value adjustments on qualifying hedges		1,455			-
Net gain from sale of loans		( 177	)		( 158	)
Net loss from sale of securities		15			-
Net gain from sale of asset		( 770	)		-
Net gain from sale of OREO		-			( 27	)
Income from bank owned life insurance		( 1,550	)		( 1,538	)
Life insurance proceeds		( 43	)		( 776	)
Stock-based compensation expense		5,246			4,680
Deferred compensation		( 1,634	)		( 1,815	)
Deferred income tax benefit		( 1,390	)		( 415	)
Increase in other liabilities		172			840
Decrease in other assets		1,975			2,747
Net cash provided by operating activities		33,251			36,700

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of bank premises and equipment		( 1,220	)		( 2,666	)
Net (purchases) redemptions of Federal Home Loan Bank of New York shares		( 5,747	)		2,705
Purchases of securities held-to-maturity		( 30,030	)		( 353	)
Proceeds from maturities and calls of securities held-to-maturity		1,568			45
Proceeds from prepayments of securities held-to-maturity		290			-
Purchases of securities available for sale		( 72,494	)		( 57,265	)
Proceeds from sales and calls of securities available for sale		59,493			10,000
Proceeds from maturities and prepayments of securities available for sale		43,357			40,915
Proceeds from sale of assets		813			-
Proceeds from bank owned life insurance		777			2,741
Purchase of bank owned life insurance		( 25,000	)		-
Net repayments (originations) of loans		22,741			( 81,420	)
Purchases of loans		( 115,550	)		( 110,140	)
Proceeds from sale of real estate owned		-			665
Proceeds from sale of loans		3,239			10,200
Net cash used in investing activities		( 117,763	)		( 184,573	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in non-interest bearing deposits		66			3,198
Net (decrease) increase in interest-bearing deposits		( 90,398	)		214,773
Net increase in mortgagors' escrow deposits		7,340			8,175
Net proceeds from short-term borrowed funds		165,750			73,500
Proceeds from long-term borrowings		14,950			25,000
Repayment of long-term borrowings		( 61,310	)		( 160,084	)
Purchases of treasury stock		( 1,885	)		( 13,889	)
Proceeds from issuance of common stock upon exercise of stock options		3			6
Cash dividends paid		( 12,081	)		( 11,547	)
Net cash provided by financing activities		22,435			139,132

Net decrease in cash and cash equivalents		( 62,077	)		( 8,741	)
Cash and cash equivalents, beginning of period		118,561			51,546
Cash and cash equivalents, end of period	$	56,484		$	42,805

SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid	$	56,117		$	36,296
Income taxes paid		2,776			3,103
Taxes paid if excess tax benefits were not tax deductible		2,743			3,739
Non-cash activities:
Loans transferred to Other Real Estate Owned or Other Assets		239			673
Reclassification of the Income tax effects of Tax Cuts and Jobs Act from AOCI to Retained Earnings		-			2,073

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

- 4 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Consolidated Statement of C hanges in S tockholders’ E quity

(Unaudited)

(Dollars in thousands, except per share data)	Total			Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)


Balance at December 31, 2018	$	549,464		$	315	$	222,720		$	414,327		$	( 75,146	)	$	( 12,752	)
Impact of adoption of ASC 842 - Leases		2,716			-		-			2,716			-			-
Net income		7,068			-		-			7,068			-			-
Award of common shares released from Employee Benefit Trust (138,775 shares)		2,086			-		2,086			-			-			-
Vesting of restricted stock unit awards (287,155 shares)		-			-		( 5,878	)		( 210	)		6,088			-
Exercise of stock options (300 shares)		3			-		-			( 3	)		6			-
Stock-based compensation expense		3,931			-		3,931			-			-			-
Repurchase of shares to satisfy tax obligation (83,908 shares)		( 1,877	)		-		-			-			( 1,877	)		-
Dividends on common stock ($0.21 per share)		( 6,042	)		-		-			( 6,042	)		-			-
Other comprehensive income		2,210			-		-			-			-			2,210
Balance at March 31, 2019		559,559			315		222,859			417,856			( 70,929	)		( 10,542	)
Net income		10,556			-		-			10,556			-			-
Award of common shares released from Employee Benefit Trust (5,568 shares)		81			-		81			-			-			-
Vesting of restricted stock unit awards (1,120 shares)		-			-		( 24	)		-			24			-
Stock-based compensation expense		1,315			-		1,315			-			-			-
Repurchase of shares to satisfy tax obligation (382 shares)		( 8	)		-		-			-			( 8	)		-
Dividends on common stock ($0.21 per share)		( 6,039	)		-		-			( 6,039	)		-			-
Other comprehensive loss		( 74	)		-		-			-			-			( 74	)
Balance at June 30, 2019	$	565,390		$	315	$	224,231		$	422,373		$	( 70,913	)	$	( 10,616	)

(Dollars in thousands, except per share data)	Total			Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2017	$	532,608		$	315	$	217,906		$	381,048		$	( 57,675	)	$	( 8,986	)
Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act from Accumulated Other Comprehensive Income (Loss) to Retained Earnings		-			-		-			2,073			-			( 2,073	)
Impact of adoption of Accounting Standard Update 2016-01		-			-		-			( 775	)		-			775
Net income		11,412			-		-			11,412			-			-
Award of common shares released from Employee Benefit Trust (116,229 shares)		2,488			-		2,488			-			-			-
Vesting of restricted stock unit awards (248,877 shares)		-			-		( 4,731	)		( 170	)		4,901			-
Stock-based compensation expense		3,452			-		3,452			-			-			-
Purchase of treasury shares (217,863 shares)		( 5,913	)		-		-			-			( 5,913	)		-
Repurchase of shares to satisfy tax obligation (72,837 shares)		( 2,050	)		-		-			-			( 2,050	)		-
Dividends on common stock ($0.20 per share)		( 5,795	)		-		-			( 5,795	)		-			-
Other comprehensive loss		( 895	)		-		-			-			-			( 895	)
Balance at March 31, 2018		535,307			315		219,115			387,793			( 60,737	)		( 11,179	)

Impact of adoption of Accounting Standard Update 2016-01		-			-		-			( 4	)		-			4
Net income		13,923			-		-			13,923			-			-
Award of common shares released from Employee Benefit Trust (4,455 shares)		90			-		90			-			-			-
Exercise of stock options (600 shares)		6			-		( 1	)		-			7			-
Stock-based compensation expense		1,228			-		1,228			-			-			-
Purchase of treasury shares (227,581 shares)		( 5,925	)		-		-			-			( 5,925	)		-
Repurchase of shares to satisfy tax obligation (32 shares)		( 1	)		-		-			-			( 1	)		-
Dividends on common stock ($0.20 per share)		( 5,752	)		-		-			( 5,752	)		-			-
Other comprehensive loss		( 832	)		-		-			-			-			( 832	)
Balance at June 30, 2018	$	538,044		$	315	$	220,432		$	395,960		$	( 66,656	)	$	( 12,007	)

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

- 5 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

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

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

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

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

The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10 -Q and Article 10, Rule 10 - 01 of Regulation S- X for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10 -K for the year ended December 31, 2018.

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

2. Use of Estimates

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

3. Earnings Per Share

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

	For the three months ended						For the six months ended
	June 30,						June 30,
	2019			2018			2019			2018
	(Dollars in thousands, except per share data)
Net income, as reported	$	10,556		$	13,923		$	17,624		$	25,335
Divided by:
Weighted average common shares outstanding		28,761			28,845			28,691			28,909
Weighted average common stock equivalents		-			1			-			1
Total weighted average common shares outstanding and common stock equivalents		28,761			28,846			28,691			28,910

Basic earnings per common share	$	0.37		$	0.48		$	0.61		$	0.88
Diluted earnings per common share ⁽¹⁾	$	0.37		$	0.48		$	0.61		$	0.88
Dividend payout ratio		56.8	%		41.7	%		68.9	%		45.5	%

( 1 )

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

- 6 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

4. Securities

The Company did no t hold any trading securities at June 30, 2019 and December 31, 2018. Securities available for sale are recorded at fair value. Securities held-to-maturity are recorded at amortized cost.

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

					Gross		Gross
	Amortized				Unrealized		Unrealized
	Cost		Fair Value		Gains		Losses
	(In thousands)
Securities held-to-maturity:
Municipals	$	52,242	$	54,131	$	1,889	$	-

Total other securities		52,242		54,131		1,889		-

FNMA		7,944		8,038		94		-

Total mortgage-backed securities		7,944		8,038		94		-
Total	$	60,186	$	62,169	$	1,983	$	-

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

					Gross		Gross
	Amortized				Unrealized		Unrealized
	Cost		Fair Value		Gains		Losses
	(In thousands)
Securities held-to-maturity:
Municipals	$	24,065	$	22,508	$	-	$	1,557

Total other securities		24,065		22,508		-		1,557

FNMA		7,953		7,366		-		587

Total mortgage-backed securities		7,953		7,366		-		587
Total	$	32,018	$	29,874	$	-	$	2,144

- 7 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company’s portfolio of securities available for sale at June 30, 2019:

					Gross		Gross
	Amortized				Unrealized		Unrealized
	Cost		Fair Value		Gains		Losses
	(In thousands)
Corporate	$	130,000	$	122,036	$	-	$	7,964
Municipals		18,908		19,141		233		-
Mutual funds		12,042		12,042		-		-
Collateralized loan obligations		100,324		99,650		60		734
Other		1,303		1,303		-		-
Total other securities		262,577		254,172		293		8,698
REMIC and CMO		370,689		372,761		3,181		1,109
GNMA		734		790		56		-
FNMA		96,445		96,445		572		572
FHLMC		83,731		84,485		1,012		258
Total mortgage-backed securities		551,599		554,481		4,821		1,939
Total securities available for sale	$	814,176	$	808,653	$	5,114	$	10,637

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

					Gross		Gross
	Amortized				Unrealized		Unrealized
	Cost		Fair Value		Gains		Losses
	(In thousands)
Corporate	$	130,000	$	118,535	$	-	$	11,465
Municipals		46,231		46,574		343		-
Mutual funds		11,586		11,586		-		-
Collateralized loan obligations		88,396		86,751		-		1,645
Other		1,256		1,256		-		-
Total other securities		277,469		264,702		343		13,110
REMIC and CMO		382,632		376,340		885		7,177
GNMA		785		826		41		-
FNMA		94,069		91,693		72		2,448
FHLMC		90,377		89,094		113		1,396
Total mortgage-backed securities		567,863		557,953		1,111		11,021
Total securities available for sale	$	845,332	$	822,655	$	1,454	$	24,131

We did no t hold any private issue CMO’s that are collateralized by commercial real estate mortgages at June 30, 2019 and December 31, 2018.

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

- 8 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	Amortized
Securities held-to-maturity:	Cost		Fair Value
	(In thousands)

Due in one year or less	$	1,180	$	1,180
Due after ten years		51,062		52,951

Total other securities		52,242		54,131
Mortgage-backed securities		7,944		8,038

Total	$	60,186	$	62,169

	Amortized
Securities available for sale:	Cost		Fair Value
	(In thousands)

Due after one year through five years	$	10,000	$	9,683
Due after five years through ten years		137,910		130,259
Due after ten years		102,625		102,188

Total other securities		250,535		242,130
Mutual funds		12,042		12,042
Mortgage-backed securities		551,599		554,481

Total	$	814,176	$	808,653

- 9 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	At June 30, 2019
	Total						Less than 12 months				12 months or more
					Unrealized				Unrealized				Unrealized
	Count		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
			(Dollars in thousands)
Available for sale securities
Corporate		16	$	122,036	$	7,964	$	19,720	$	280	$	102,316	$	7,684
CLO		10		80,046		734		80,046		734		-		-
Total other securities		26		202,082		8,698		99,766		1,014		102,316		7,684

REMIC and CMO		19		126,261		1,109		38,059		95		88,202		1,014
FNMA		5		60,396		572		-		-		60,396		572
FHLMC		2		40,398		258		-		-		40,398		258
Total mortgage-backed securities		26		227,055		1,939		38,059		95		188,996		1,844
Total		52	$	429,137	$	10,637	$	137,825	$	1,109	$	291,312	$	9,528

	At December 31, 2018
	Total						Less than 12 months				12 months or more
					Unrealized				Unrealized				Unrealized
	Count		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
	(Dollars in thousands)
Held-to-maturity securities

Municipals		1	$	19,940	$	1,557	$	-	$	-	$	19,940	$	1,557
Total other securities		1		19,940		1,557		-		-		19,940		1,557

FNMA		1		7,366		587		-		-		7,366		587
Total mortgage-backed securities		1		7,366		587		-		-		7,366		587

Total securities held-to-maturity		2	$	27,306	$	2,144	$	-	$	-	$	27,306	$	2,144

Available for sale securities
Corporate		16	$	118,535	$	11,465	$	19,113	$	888	$	99,422	$	10,577
Municipals		3		4,220		-		4,220		-		-		-
CLO		11		86,752		1,645		86,752		1,645		-		-
Total other securities		30		209,507		13,110		110,085		2,533		99,422		10,577

REMIC and CMO		39		243,756		7,177		17,308		200		226,448		6,977
GNMA		1		51		-		51		-		-		-
FNMA		14		85,046		2,448		6,372		17		78,674		2,431
FHLMC		3		51,288		1,396		10,116		95		41,172		1,301
Total mortgage-backed securities		57		380,141		11,021		33,847		312		346,294		10,709
Total securities available for sale		87	$	589,648	$	24,131	$	143,932	$	2,845	$	445,716	$	21,286

- 10 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

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

It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. The Company does not have the intent to sell these securities and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. This conclusion is based upon considering the Company’s cash and working capital requirements and contractual and regulatory obligations, none of which the Company believes would cause the sale of the securities. Therefore, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2019 and December 31, 2018.

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

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

	For the three months ended					For the six months ended
	June 30,					June 30,
	2019			2018		2019			2018
	(In thousands)
Gross gains from the sale of securities	$	423		$	-	$	423		$	-
Gross losses from the sale of securities		( 438	)		-		( 438	)		-

Net losses from the sale of securities	$	( 15	)	$	-	$	( 15	)	$	-

5. Loans

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

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

- 11 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company recognizes a loan as non-performing when the borrower has demonstrated the inability to bring the loan current, or due to other circumstances which, in management’s opinion, indicate the borrower will be unable to bring the loan current within a reasonable time. All loans classified as non-performing, which includes all loans past due 90 days or more, are classified as non-accrual unless the loan is well secured and there is, in our opinion, compelling evidence the borrower will bring the loan current in the immediate future. Prior to a real estate secured loan becoming 90 days delinquent, an updated appraisal is ordered and/or an internal evaluation is prepared.

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

The Company maintains an allowance for loan losses at an amount, which, in management’s judgment, is adequate to absorb probable estimated losses inherent in the loan portfolio. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of loans. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revisions as more information becomes available. An unallocated component may at times be maintained to cover uncertainties that could affect management's estimate of probable losses. When necessary an unallocated component of the allowance will reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The allowance is established through charges to earnings in the form of a provision for loan losses based on management’s evaluation of the risk inherent in the various components of the loan portfolio and other factors, including historical loan loss experience (which is updated quarterly), current economic conditions, delinquency and non-accrual trends, classified loan levels, risk in the portfolio and volumes and trends in loan types, recent trends in charge-offs, changes in underwriting standards, experience, ability and depth of the Company’s lenders, collection policies and experience, internal loan review function and other external factors. When a loan or a portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance, and subsequent recoveries, if any, are credited to the allowance.

The determination of the amount of the allowance for loan losses includes estimates that are susceptible to significant changes due to changes in appraisal values of collateral, national and local economic conditions and other factors. We review our loan portfolio by separate categories with similar risk and collateral characteristics. During the three months ended June 30, 2019, we changed our methodology for reviewing our loan portfolio, to further segregate the commercial business and other portfolio into two separate categories. The decision to separate was based on the risk characteristics and loss history being different between the two categories. The impact of this change in methodology reduced the ALLL by approximately $ 0.4 million from what would have been recorded if we did not change our methodology. Impaired loans are segregated and reviewed separately.

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

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

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

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

- 12 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

The allocation of a portion of the allowance for loan losses for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR loan which is collateral dependent, the fair value of the collateral. At June 30, 2019, there were no commitments to lend additional funds to borrowers whose loans were modified to a TDR. The modification of loans to a TDR did not have a significant effect on our operating results, nor did it require a significant allocation of the allowance for loan losses.

There were no loan modifications as TDR during three and six months ended June 30, 2019 and 2018.

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

	June 30, 2019				December 31, 2018
	Number		Recorded		Number		Recorded
(Dollars in thousands)	of contracts		investment		of contracts		investment

Multi-family residential		7	$	1,894		7	$	1,916
One-to-four family - mixed-use property		5		1,660		5		1,692
One-to-four family - residential		3		542		3		552
Taxi medallion ⁽¹⁾		8		2,193		15		3,926
Commercial business and other		-		-		1		279
Total performing troubled debt restructured		23	$	6,289		31	$	8,365

^{(

1

)}

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

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

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

	June 30, 2019				December 31, 2018
	Number		Recorded		Number		Recorded
(Dollars in thousands)	of contracts		investment		of contracts		investment

Multi-family residential		1	$	391		1	$	388
Taxi medallion		3		766		-		-
Commercial business and other		2		408		1		1,397
Total troubled debt restructurings that subsequently defaulted		6	$	1,565		2	$	1,785

- 13 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30,		December 31,
(In thousands)	2019		2018

Non-accrual mortgage loans:
Multi-family residential	$	2,008	$	2,410
Commercial real estate		1,488		1,379
One-to-four family - mixed-use property		1,752		928
One-to-four family - residential		5,411		6,144
Total		10,659		10,861

Non-accrual non-mortgage loans:
Small Business Administration		1,224		1,267
Taxi medallion		1,361		613
Commercial business and other		2,458		3,512
Total		5,043		5,392

Total non-accrual loans		15,702		16,253

Total non-performing loans	$	15,702	$	16,253

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

	For the three months ended				For the six months ended
	June 30,				June 30,
	2019		2018		2019		2018
	(In thousands)
Interest income that would have been recognized had the loans performed in accordance with their original terms	$	415	$	390	$	809	$	798
Less: Interest income included in the results of operations		123		156		241		315
Total foregone interest	$	292	$	234	$	568	$	483

- 14 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019
					Greater
	30 - 59 Days		60 - 89 Days		than		Total Past
(In thousands)	Past Due		Past Due		90 Days		Due		Current		Total Loans

Multi-family residential	$	1,466	$	346	$	2,008	$	3,820	$	2,260,055	$	2,263,875
Commercial real estate		3,341		-		1,488		4,829		1,519,864		1,524,693
One-to-four family - mixed-use property		986		72		1,474		2,532		579,732		582,264
One-to-four family - residential		945		508		5,411		6,864		177,160		184,024
Co-operative apartments		-		-		-		-		8,137		8,137
Construction loans		-		-		-		-		58,503		58,503
Small Business Administration		-		-		1,224		1,224		13,287		14,511
Taxi medallion		-		-		766		766		2,789		3,555
Commercial business and other		3,252		-		2,458		5,710		977,863		983,573
Total	$	9,990	$	926	$	14,829	$	25,745	$	5,597,390	$	5,623,135

	December 31, 2018
					Greater
	30 - 59 Days		60 - 89 Days		than		Total Past
(In thousands)	Past Due		Past Due		90 Days		Due		Current		Total Loans

Multi-family residential	$	1,887	$	339	$	2,410	$	4,636	$	2,264,412	$	2,269,048
Commercial real estate		379		-		1,379		1,758		1,540,789		1,542,547
One-to-four family - mixed-use property		1,003		322		928		2,253		575,488		577,741
One-to-four family - residential		1,564		-		6,144		7,708		182,642		190,350
Co-operative apartments		-		-		-		-		8,498		8,498
Construction loans		-		730		-		730		49,870		50,600
Small Business Administration		774		68		1,267		2,109		13,101		15,210
Taxi medallion		-		-		-		-		4,539		4,539
Commercial business and other		1,306		281		2,216		3,803		873,960		877,763
Total	$	6,913	$	1,740	$	14,344	$	22,997	$	5,513,299	$	5,536,296

- 15 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

June 30, 2019
(In thousands)	Multi-family residential			Commercial real estate			One-to-four family - mixed-use property			One-to-four family - residential			Construction loans		Small Business Administration			Taxi medallion			Commercial business and other			Total

Allowance for credit losses:
Beginning balance	$	5,493		$	4,278		$	1,791		$	731		$	351	$	409		$	-		$	7,962		$	21,015
Charge-off's		( 1	)		-			-			( 113	)		-		-			-			( 1,000	)		( 1,114	)
Recoveries		11			7			2			3			-		16			50			46			135
Provision (Benefit)		3			( 20	)		( 7	)		125			30		( 43	)		( 50	)		1,436			1,474
Ending balance	$	5,506		$	4,265		$	1,786		$	746		$	381	$	382		$	-		$	8,444		$	21,510

June 30, 2018
(In thousands)	Multi-family residential			Commercial real estate		One-to-four family - mixed-use property			One-to-four family - residential			Construction loans		Small Business Administration			Taxi medallion			Commercial business and other			Unallocated		Total

Allowance for credit losses:
Beginning balance	$	5,750		$	4,602	$	2,470		$	1,041		$	191	$	675		$	-		$	5,813		$	-	$	20,542
Charge-off's		( 28	)		-		-			-			-		( 27	)		( 353	)		( 8	)		-		( 416	)
Recoveries		-			-		79			4			-		9			-			2			-		94
Provision (Benefit)		( 184	)		124		( 252	)		( 42	)		73		( 108	)		353			25			11		-
Ending balance	$	5,538		$	4,726	$	2,297		$	1,003		$	264	$	549		$	-		$	5,832		$	11	$	20,220

- 16 -

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

June 30, 2019
(In thousands)	Multi-family residential			Commercial real estate			One-to-four family - mixed-use property			One-to-four family - residential			Construction loans		Small Business Administration			Taxi medallion			Commercial business and other			Total

Allowance for credit losses:
Beginning balance	$	5,676		$	4,315		$	1,867		$	749		$	329	$	418		$	-		$	7,591		$	20,945
Charge-off's		( 1	)		-			( 1	)		( 113	)		-		-			-			( 2,137	)		( 2,252	)
Recoveries		24			7			88			7			-		20			134			91			371
Provision (Benefit)		( 193	)		( 57	)		( 168	)		103			52		( 56	)		( 134	)		2,899			2,446
Ending balance	$	5,506		$	4,265		$	1,786		$	746		$	381	$	382		$	-		$	8,444		$	21,510

June 30, 2018
(In thousands)	Multi-family residential			Commercial real estate		One-to-four family - mixed-use property			One-to-four family - residential			Construction loans		Small Business Administration			Taxi medallion			Commercial business and other			Unallocated		Total

Allowance for credit losses:
Beginning balance	$	5,823		$	4,643	$	2,545		$	1,082		$	68	$	669		$	-		$	5,521		$	-	$	20,351
Charge-off's		( 81	)		-		-			( 1	)		-		( 52	)		( 353	)		( 14	)		-		( 501	)
Recoveries		2			-		79			112			-		15			-			9			-		217
Provision (Benefit)		( 206	)		83		( 327	)		( 190	)		196		( 83	)		353			316			11		153
Ending balance	$	5,538		$	4,726	$	2,297		$	1,003		$	264	$	549		$	-		$	5,832		$	11	$	20,220

- 17 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

June 30, 2019
(In thousands)	Multi-family residential		Commercial real estate		One-to-four family - mixed-use property		One-to-four family- residential		Co-operative apartments		Construction loans		Small Business Administration		Taxi medallion		Commercial business and other		Total

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

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

December 31, 2018
(In thousands)	Multi-family residential		Commercial real estate		One-to-four family - mixed-use property		One-to-four family- residential		Co-operative apartments		Construction loans		Small Business Administration		Taxi medallion		Commercial business and other		Total

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

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

- 18 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019						December 31, 2018
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance

	(In thousands)
With no related allowance recorded:
Mortgage loans:
Multi-family residential	$	2,856	$	3,199	$	-	$	3,225	$	3,568	$	-
Commercial real estate		1,555		1,555		-		1,435		1,435		-
One-to-four family mixed-use property		2,433		2,574		-		1,913		2,113		-
One-to-four family residential		5,759		5,926		-		6,490		6,643		-
Non-mortgage loans:
Small Business Administration		1,224		1,494		-		1,267		1,609		-
Taxi medallion		3,555		9,772		-		4,539		12,788		-
Commercial business and other		1,804		3,924		-		-		-		-

Total loans with no related allowance recorded		19,186		28,444		-		18,869		28,156		-

With an allowance recorded:
Mortgage loans:
Multi-family residential		1,263		1,263		96		1,275		1,275		100
One-to-four family mixed-use property		997		997		49		1,185		1,185		143
One-to-four family residential		391		391		49		399		399		51
Non-mortgage loans:
Commercial business and other		654		654		178		3,791		3,791		866

Total loans with an allowance recorded		3,305		3,305		372		6,650		6,650		1,160

Total Impaired Loans:
Total mortgage loans	$	15,254	$	15,905	$	194	$	15,922	$	16,618	$	294

Total non-mortgage loans	$	7,237	$	15,844	$	178	$	9,597	$	18,188	$	866

- 19 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019				June 30, 2018
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized

	(In thousands)
With no related allowance recorded:
Mortgage loans:
Multi-family residential	$	2,846	$	9	$	4,431	$	16
Commercial real estate		1,326		15		5,847		52
One-to-four family mixed-use property		2,208		17		4,397		39
One-to-four family residential		5,914		2		8,382		10
Construction		475		-		365		10
Non-mortgage loans:
Small Business Administration		1,226		-		74		1
Taxi medallion		3,723		48		6,421		86
Commercial business and other		1,513		-		7,954		308

Total loans with no related allowance recorded		19,231		91		37,871		522

With an allowance recorded:
Mortgage loans:
Multi-family residential		1,266		18		2,203		30
One-to-four family mixed-use property		1,001		10		1,212		15
One-to-four family residential		393		4		409		4
Non-mortgage loans:
Commercial business and other		773		-		318		4

Total loans with an allowance recorded		3,433		32		4,142		53

Total Impaired Loans:
Total mortgage loans	$	15,429	$	75	$	27,246	$	176

Total non-mortgage loans	$	7,235	$	48	$	14,767	$	399

- 20 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019				June 30, 2018
	Average		Interest		`		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized

	(In thousands)
With no related allowance recorded:
Mortgage loans:
Multi-family residential	$	2,972	$	18	$	4,651	$	36
Commercial real estate		1,362		15		6,266		126
One-to-four family mixed-use property		2,110		34		4,337		80
One-to-four family residential		6,106		4		8,678		25
Construction		317		-		243		10
Non-mortgage loans:
Small Business Administration		1,239		-		95		2
Taxi medallion		3,995		106		6,559		168
Commercial business and other		1,009		-		5,407		310

Total loans with no related allowance recorded		19,110		177		36,236		757

With an allowance recorded:
Mortgage loans:
Multi-family residential		1,269		36		2,208		59
Commercial real estate		-		-		662		-
One-to-four family mixed-use property		1,062		20		1,217		24
One-to-four family residential		395		8		411		8
Non-mortgage loans:
Commercial business and other		1,779		-		328		9

Total loans with an allowance recorded		4,505		64		4,826		100

Total Impaired Loans:
Total mortgage loans	$	15,593	$	135	$	28,673	$	368

Total non-mortgage loans	$	8,022	$	106	$	12,389	$	489

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

- 21 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019
(In thousands)	Special Mention		Substandard		Doubtful		Loss		Total

Multi-family residential	$	1,290	$	2,225	$	-	$	-	$	3,515
Commercial real estate		371		1,555		-		-		1,926
One-to-four family - mixed-use property		912		2,122		-		-		3,034
One-to-four family - residential		726		5,921		-		-		6,647
Construction		-		-		-		-		-
Small Business Administration		56		114		-		-		170
Taxi medallion		-		3,555		-		-		3,555
Commercial business and other		6,856		15,262		879		-		22,997
Total loans	$	10,211	$	30,754	$	879	$	-	$	41,844

	December 31, 2018
(In thousands)	Special Mention		Substandard		Doubtful		Loss		Total

Multi-family residential	$	2,498	$	4,166	$	-	$	-	$	6,664
Commercial real estate		381		4,051		-		-		4,432
One-to-four family - mixed-use property		1,199		2,034		-		-		3,233
One-to-four family - residential		557		6,665		-		-		7,222
Construction		730		-		-		-		730
Small Business Administration		481		139		-		-		620
Taxi medallion		-		4,539		-		-		4,539
Commercial business and other		730		21,348		3,512		-		25,590
Total loans	$	6,576	$	42,942	$	3,512	$	-	$	53,030

Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) amounted to $ 84.3 million and $ 233.2 million, respectively, at June 30, 2019.

6. Loans held for sale

Loans held for sale are carried at the lower of cost or estimated fair value. At June 30, 2019 and December 31, 2018, the Bank did no t have any loans held for sale.

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

- 22 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following tables show loans sold during the period indicated:

	For the three months ended June 30, 2019

(Dollars in thousands)	Loans sold		Proceeds		Net gain

Performing loans
Small Business Administration		3	$	2,069	$	114

Total		3	$	2,069	$	114

	For the three months ended June 30, 2018

(Dollars in thousands)	Loans sold		Proceeds		Net gain
Delinquent and non-performing loans
Commercial real estate		2	$	2,065	$	28

Total		2	$	2,065	$	28


Performing loans
Small Business Administration		9	$	5,671	$	393

Total		9	$	5,671	$	393

	For the six months ended June 30, 2019
					Net Recoveries
(Dollars in thousands)	Loans sold		Proceeds		(Charge-offs)			Net gain
Delinquent and non-performing loans
Multi-family residential		2	$	765	$	-		$	63
One-to-four family - mixed-use property		1		405		( 1	)		-

Total		3	$	1,170	$	( 1	)	$	63


Performing loans
Small Business Administration		3	$	2,069	$	-		$	114

Total		3	$	2,069	$	-		$	114

- 23 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

	For the six months ended June 30, 2018

(Dollars in thousands)	Loans sold		Proceeds		Net gain (loss)
Delinquent and non-performing loans
Multi-family - residential		3	$	964	$	-
Commercial real estate		3		3,565		( 235	)

Total		6	$	4,529	$	( 235	)


Performing loans
Small Business Administration		9	$	5,671	$	393

Total		9	$	5,671	$	393

7. Other Real Estate Owned

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

	For the three months ended					For the six months ended
	June 30,					June 30,
	2019		2018			2019		2018
	(In thousands)

Balance at beginning of period	$	-	$	638		$	-	$	-
Acquisitions		239		-			239		638
Sales		-		( 638	)		-		( 638	)

Balance at end of period	$	239	$	-		$	239	$	-

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

	For the three months ended				For the six months ended
	June 30,				June 30,
	2019		2018		2019		2018
	(In thousands)

Gross gains	$	-	$	27	$	-	$	27

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

- 24 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

8 . Leases

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

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

	For the three months ended			For the six months ended
(Dollars in thousands)	June 30, 2019			June 30, 2019

Operating lease ROU assets	$	42,557		$	42,557

Operating lease liabilities	$	50,898		$	50,898

Lease Cost
Operating lease cost	$	1,893		$	3,785
Short-term lease cost		34			68
Variable lease cost		244			423
Total lease cost	$	2,171		$	4,276


Other information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,025		$	4,050
Right-of-use assets obtained in exchange for new operating lease liabilities	$	21		$	42
Weighted-average remaining lease term-operating leases (in years)	8.0			8.0
Weighted average discount rate-operating leases		3.8	%		3.8	%

- 25 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	Minimum Rental
	(In thousands)
Years ended December 31:
2019	$	3,700
2020		8,259
2021		7,508
2022		7,093
2023		7,229
Thereafter		25,490
Total minimum payments required		59,279
Less: implied interest		8,381
Total lease obligations	$	50,898

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

9 . Stock-Based Compensation

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

For the three months ended June 30, 2019 and 2018, the Company’s net income, as reported, included $ 1.4 million and $ 1.2 million, respectively, of stock-based compensation costs and $ 0.3 million and $ 0.3 million of income tax benefits, respectively, related to the stock-based compensation plans in each of the periods. For the six months ended June 30, 2019 and 2018, the Company’s net income, as reported, includes $ 5.4 million and $ 4.6 million, respectively, of stock-based compensation costs and $ 1.3 million and $ 1.0 million of income tax benefits, respectively, related to the stock-based compensation plans in each of the periods. During the six months ended June 30, 2019, the Company granted 263,574 and 57,870 in RSU awards and PRSU awards, respectively. During the three months ended June 30, 2019, the Company did not grant any RSU or PRSU awards. During the three and six months ended June 30, 2018, the Company granted 5,600 and 280,590 RSU awards, respectively. The Company has no t granted stock options since 2009 and at June 30, 2019, had none outstanding.

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

- 26 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	RSU Awards					PRSU Awards
				Weighted-Average					Weighted-Average
				Grant-Date					Grant-Date
	Shares			Fair Value		Shares			Fair Value

Non-vested at December 31, 2018		502,658		$	24.93		-		$	-
Granted		263,574			22.38		57,870			22.38
Vested		( 259,329	)		23.24		( 27,110	)		22.38
Forfeited		( 21,545	)		24.81		-			-
Non-vested at June 30, 2019		485,358		$	24.45		30,760		$	22.38

Vested but unissued at June 30, 2019		218,778		$	24.64		21,310		$	22.38

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

Phantom Stock Plan: The Company maintains a non-qualified phantom stock plan as a supplement to its profit sharing plan for officers who have achieved the designated level and completed 1 year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.

The following table summarizes the Phantom Stock Plan at or for the six months ended June 30, 2019:

Phantom Stock Plan	Shares			Fair Value

Outstanding at December 31, 2018		99,313		$	21.53
Granted		9,175			22.15
Distributions		( 1,012	)		22.00
Outstanding at June 30, 2019		107,476		$	22.20
Vested at June 30, 2019		106,929		$	22.20

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

10 . Pension and Other Postretirement Benefit Plans

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

	Three months ended						Six months ended
	June 30,						June 30,
(In thousands)	2019			2018			2019			2018

Employee Pension Plan:
Interest cost	$	199		$	195		$	398		$	390
Amortization of unrecognized loss		66			156			133			311
Expected return on plan assets		( 272	)		( 363	)		( 544	)		( 726	)
Net employee pension benefit	$	( 7	)	$	( 12	)	$	( 13	)	$	( 25	)

Outside Director Pension Plan:
Service cost	$	10		$	11		$	20		$	22
Interest cost		21			20			42			40
Amortization of unrecognized gain		( 35	)		( 23	)		( 70	)		( 46	)
Amortization of past service liability		-			3			-			6
Net outside director pension (benefit) expense	$	( 4	)	$	11		$	( 8	)	$	22

Other Postretirement Benefit Plans:
Service cost	$	70		$	88		$	140		$	176
Interest cost		85			77			170			154
Amortization of past service credit		( 20	)		( 12	)		( 42	)		( 25	)
Net other postretirement expense	$	135		$	153		$	268		$	305

The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2018 that it expects to contribute $ 0.3 million to each of the Outside Director Pension Plan (the “Outside Director Pension Plan”) and the other postretirement benefit plans (the “Other Postretirement Benefit Plans”), during the year ending December 31, 2019. The Company does not expect to make a contribution to the Employee Pension Plan (the “Employee Pension Plan”). As of June 30, 2019, the Company had contributed $ 72,000 to the Outside Director Pension Plan and $ 37,000 in contributions were made to the Other Postretirement Benefit Plans. As of June 30, 2019, the Company has no t revised its expected contributions for the year ending December 31, 2019.

1 1 . Fair Value of Financial Instruments

The Company carries certain financial assets and financial liabilities at fair value in accordance with GAAP which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP permits entities to choose to measure many financial instruments and certain other items at fair value. At June 30, 2019, the Company carried financial assets and financial liabilities under the fair value option with fair values of $ 14.2 million and $ 43.4 million, respectively. At December 31, 2018, the Company carried financial assets and financial liabilities under the fair value option with fair values of $ 13.8 million and $ 41.8 million, respectively. The Company did not elect to carry any additional financial assets or financial liabilities under the fair value option during the three and six months ended June 30, 2019 and 2018.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	Fair Value		Fair Value		Changes in Fair Values For Items Measured at Fair Value
	Measurements		Measurements		Pursuant to Election of the Fair Value Option
	at June 30,		at December 31,		Three Months Ended						Six Months Ended
(In thousands)	2019		2018		June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018

Mortgage-backed securities	$	848	$	967	$	1		$	-		$	2		$	( 11	)
Other securities		13,346		12,843		184			( 62	)		363			( 200	)
Borrowed funds		43,414		41,849		( 544	)		( 867	)		( 1,754	)		( 2,548	)
Net loss from fair value adjustments ⁽¹⁾⁽²⁾					$	( 359	)	$	( 929	)	$	( 1,389	)	$	( 2,759	)

( 1 )

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

( 2 )

The net loss from fair value adjustments presented in the above table does not include net (losses) gains of ($ 2.6 ) million and $ 2.4 million for the six months ended June 30, 2019 and 2018, respectively, from the change in the fair value of interest rate swaps.

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

The borrowed funds had a contractual principal amount of $ 61.9 million at both June 30, 2019 and December 31, 2018. The fair value of borrowed funds includes accrued interest payable of $ 0.2 million at both June 30, 2019 and December 31, 2018, respectively.

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

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

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

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

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

Level 1 – where quoted market prices are available in an active market. At June 30, 2019 and December 31, 2018, Level 1 included one mutual fund.

Level 2 – when quoted market prices are not available, fair value is estimated using quoted market prices for similar financial instruments and adjusted for differences between the quoted instrument and the instrument being valued. Fair value can also be estimated by using pricing models, or discounted cash flows. Pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices and credit spreads. In addition to observable market information, models also incorporate maturity and cash flow assumptions. At June 30, 2019 and December 31, 2018, Level 2 included mortgage related securities, corporate debt, municipals and interest rate swaps.

- 29 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At June 30, 2019 and December 31, 2018, Level 3 included trust preferred securities owned and junior subordinated debentures issued by the Company.

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

The following table sets forth the assets and liabilities that are carried at fair value on a recurring basis and their respective category in the fair value hierarchy at June 30, 2019 and December 31, 2018:

	Quoted Prices
	in Active Markets				Significant Other				Significant Other
	for Identical Assets				Observable Inputs				Unobservable Inputs				Total carried at fair value
	(Level 1)				(Level 2)				(Level 3)				on a recurring basis
	2019		2018		2019		2018		2019		2018		2019		2018
	(In thousands)

Assets:
Mortgage-backed Securities	$	-	$	-	$	554,481	$	557,953	$	-	$	-	$	554,481	$	557,953
Other securities		12,042		11,586		240,827		251,860		1,303		1,256		254,172		264,702
Interest rate swaps		-		-		1,635		15,961		-		-		1,635		15,961

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

Liabilities:
Borrowings	$	-	$	-	$	-	$	-	$	43,414	$	41,849	$	43,414	$	41,849
Interest rate swaps		-		-		20,147		2,239		-		-		20,147		2,239

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

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

	For the three months ended
	June 30, 2019						June 30, 2018
	Trust preferred			Junior subordinated			Trust preferred		Junior subordinated
	securities			debentures			securities		debentures
	(In thousands)

Beginning balance	$	1,289		$	42,941		$	1,162	$	38,692
Net gain from fair value adjustment of financial assets ⁽¹⁾		15			-			25		-
Net loss from fair value adjustment of financial liabilities ⁽¹⁾		-			543			-		867
Increase (decrease) in accrued interest receivable		( 1	)		-			1		-
Increase (decrease) in accrued interest payable		-			( 21	)		-		26
Change in unrealized gains included in other comprehensive income		-			( 49	)		-		( 19	)
Ending balance	$	1,303		$	43,414		$	1,188	$	39,566

Changes in unrealized gains held at period end	$	-		$	1,425		$	-	$	1,248

- 30 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

	For the six months ended
	June 30, 2019					June 30, 2018
	Trust preferred		Junior subordinated			Trust preferred		Junior subordinated
	securities		debentures			securities		debentures
	(In thousands)

Beginning balance	$	1,256	$	41,849		$	1,110	$	36,986
Net gain from fair value adjustment of financial assets ⁽¹⁾		47		-			77		-
Net loss from fair value adjustment of financial liabilities ⁽¹⁾		-		1,753			-		2,548
Increase in accrued interest receivable		-		-			1		-
Increase (decrease) in accrued interest payable		-		( 11	)		-		51
Change in unrealized gains included in other comprehensive income		-		( 177	)		-		( 19	)
Ending balance	$	1,303	$	43,414		$	1,188	$	39,566

Changes in unrealized gains held at period end	$	-	$	1,425		$	-	$	1,248

( 1 )

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

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

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

June 30, 2019

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted Average

(Dollars in thousands)

Assets:

Trust preferred securities

1,303

Discounted cash flows

Discount rate

n/a

4.4 %

Liabilities:

Junior subordinated debentures

43,414

Discounted cash flows

Discount rate

n/a

4.4 %

December 31, 2018

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted Average

(Dollars in thousands)

Assets:

Trust preferred securities

1,256

Discounted cash flows

Discount rate

n/a

4.9 %

Liabilities:

Junior subordinated debentures

41,849

Discounted cash flows

Discount rate

n/a

4.9 %

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

- 31 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The following table sets forth the Company’s assets and liabilities that are carried at fair value on a non-recurring basis and their respective category in the fair value hierarchy at June 30, 2019 and December 31, 2018:

	Quoted Prices
	in Active Markets				Significant Other				Significant Other
	for Identical Assets				Observable Inputs				Unobservable Inputs				Total carried at fair value
	(Level 1)				(Level 2)				(Level 3)				on a non-recurring basis
	2019		2018		2019		2018		2019		2018		2019		2018
	(In thousands)

Assets
Impaired loans	$	-	$	-	$	-	$	-	$	1,458	$	4,111	$	1,458	$	4,111
Other repossesed assets		-		-		-		-		239		35		239		35

Total assets	$	-	$	-	$	-	$	-	$	1,697	$	4,146	$	1,697	$	4,146

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

June 30, 2019

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted Average

(Dollars in thousands)

Assets:

Impaired loans

896

Sales approach

Reduction for planned expedited disposal

46.6 % to 89.8 %

59.2 %

Impaired loans

562

Blended income and sales approach

Adjustment to sales comparison value to reconcile differences between comparable sales

- 15.0 % to 15.0 %

- 3.2 %

Capitalization rate

9.0 % to 9.5 %

9.2 %

Reduction for planned expedited disposal

15.0 %

Other real estate owned

239

Sales approach

Adjustment to sales comparison value to reconcile differences between comparable sales

0.5 % to 12.5 %

6.5 %

	At December 31, 2018
	Fair Value		Valuation Technique	Unobservable Input	Range		Weighted Average
	(Dollars in thousands)
Assets:

Impaired loans	$	204	Income approach	Capitalization rate		8.5 %		8.5 %
				Reduction for planned expedited disposal		15.0 %		15.0 %

Impaired loans	$	2,724	Sales approach	Adjustment to sales comparison value to reconcile differences between comparable sales		0.0 %		0.0 %
				Reduction for planned expedited disposal		- 36.5 % to 15.0 %		10.4 %

Impaired loans	$	1,183	Blended income and sales approach	Adjustment to sales comparison value to reconcile differences between comparable sales		- 30.0 % to 10.0 %		- 7.8 %
				Capitalization rate		7.4 % to 9.8 %		8.7 %
				Reduction for planned expedited disposal		15.0 %		15.0 %

Other repossesed assets	$	35	Sales approach	Reduction for planned expediated disposal		0.0 %		0.0 %

- 32 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

The Company did no t have any liabilities that were carried at fair value on a non-recurring basis at June 30, 2019 and December 31, 2018.

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

Securities:

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

Impaired Loans:

For non-accruing loans, fair value is generally estimated by discounting management’s estimate of future cash flows with a discount rate commensurate with the risk associated with such assets or, for collateral dependent loans, 85 % of the appraised or internally estimated value of the property, except for taxi medallion loans. The fair value of the underlying collateral of taxi medallion loans is the most recent reported arm’s length transaction. When there is no recent sale activity, the fair value is calculated using capitalization rates. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.

Junior Subordinated Debentures:

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

Interest Rate Swaps:

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

- 33 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash and due from banks	$	56,484	$	56,484	$	56,484	$	-	$	-
Securities held-to-maturity
Mortgage-backed securities		7,944		8,038		-		8,038		-
Other securities		52,242		54,131		-		-		54,131
Securities available for sale
Mortgage-backed securities		554,481		554,481		-		554,481		-
Other securities		254,172		254,172		12,042		240,827		1,303
Loans		5,638,413		5,625,107		-		-		5,625,107
FHLB-NY stock		63,029		63,029		-		63,029		-
Accrued interest receivable		26,552		26,563		34		3,055		23,474
Interest rate swaps		1,635		1,635		-		1,635		-



Liabilities:
Deposits	$	4,877,917	$	4,882,473	$	3,333,800	$	1,548,673	$	-
Borrowings		1,371,890		1,371,479		-		1,328,065		43,414
Accrued interest payable		7,106		7,106		-		7,106		-
Interest rate swaps		20,147		20,147		-		20,147		-

- 34 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

	December 31, 2018
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
	(In thousands)
Assets:
Cash and due from banks	$	118,561	$	118,561	$	118,561	$	-	$	-
Securities held-to-maturity
Mortgage-backed securities		7,953		7,366		-		7,366		-
Other securities		24,065		22,508		-		-		22,508
Securities available for sale
Mortgage-backed securities		557,953		557,953		-		557,953		-
Other securities		264,702		264,702		11,586		251,860		1,256
Loans		5,551,484		5,496,266		-		-		5,496,266
FHLB-NY stock		57,282		57,282		-		57,282		-
Accrued interest receivable		25,485		25,485		54		2,756		22,675
Interest rate swaps		15,961		15,961		-		15,961		-


Liabilities:
Deposits	$	4,960,784	$	4,955,077	$	3,397,474	$	1,557,603	$	-
Borrowings		1,250,843		1,241,745		-		1,199,896		41,849
Accrued interest payable		5,890		5,890		-		5,890		-
Interest rate swaps		2,239		2,239		-		2,239		-

1 2 . Derivative Financial Instruments

At June 30, 2019 and December 31, 2018, the Company’s derivative financial instruments consist of interest rate swaps. The Company’s interest rate swaps are used for three purposes: 1 ) to mitigate the Company’s exposure to rising interest rates on a portion ($ 18.0 million) of its floating rate junior subordinated debentures that have a contractual value of $ 61.9 million, at June 30, 2019 and December 31, 2018; 2 ) to mitigate the Company’s exposure to rising interest rates on certain fixed rate loans totaling $ 282.2 million and $ 286.1 million at June 30, 2019 and December 31, 2018, respectively; and 3 ) to mitigate exposure to rising interest rates on certain short-term advances totaling $ 541.5 million and $ 441.5 million at June 30, 2019 and December 31, 2018, respectively.

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

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

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

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

- 35 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

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

	June 30, 2019					December 31, 2018
	Notional		Net Carrying			Notional		Net Carrying
	Amount		Value ⁽¹⁾			Amount		Value ⁽¹⁾
	(In thousands)

Interest rate swaps (fair value hedge)	$	80,835	$	1,635		$	248,330	$	10,593
Interest rate swaps (fair value hedge)		183,034		( 6,886	)		19,468		( 502	)
Interest rate swaps (cash flow hedge)		-		-			441,500		5,368
Interest rate swaps (cash flow hedge)		541,500		( 8,878	)		-		-
Interest rate swaps (non-hedge)		36,321		( 4,383	)		36,321		( 1,737	)
Total derivatives	$	841,690	$	( 18,512	)	$	745,619	$	13,722

( 1 )

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

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

	For the three months ended					For the six months ended
	June 30,					June 30,
(In thousands)	2019			2018		2019			2018

Financial Derivatives:
Interest rate swaps (non-hedge) ⁽¹⁾	$	( 1,597	)	$	438	$	( 2,647	)	$	1,714
Interest rate swaps (fair value hedge) ⁽²⁾		( 818	)		224		( 1,455	)		678
Net (loss) gain	$	( 2,415	)	$	662	$	( 4,102	)	$	2,392

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

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

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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 Condition as of the dates indicated:

	June 30, 2019
							Gross Amounts Not Offset in the Consolidated Statement of Condition
(In thousands)	Gross Amount of Recognized Assets		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Financial Instruments		Cash Collateral Received		Net Amount

Interest rate swaps	$	1,635	$	-	$	1,635	$	-	$	-	$	1,635

							Gross Amounts Not Offset in the Consolidated Statement of Condition
(In thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Financial Instruments		Cash Collateral Pledged		Net Amount

Interest rate swaps	$	20,147	$	-	$	20,147	$	15,607	$	-	$	4,540

	December 31, 2018
							Gross Amounts Not Offset in the Consolidated Statement of Condition
(In thousands)	Gross Amount of Recognized Assets		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Financial Instruments		Cash Collateral Received		Net Amount

Interest rate swaps	$	15,961	$	-	$	15,961	$	-	$	14,960	$	1,001

							Gross Amounts Not Offset in the Consolidated Statement of Condition
(In thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Financial Instruments		Cash Collateral Pledged		Net Amount

Interest rate swaps	$	2,239	$	-	$	2,239	$	-	$	-	$	2,239

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1 3 . Income Taxes

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

Income tax provisions are summarized as follows:

	For the three months						For the six months
	ended June 30,						ended June 30,
(In thousands)	2019			2018			2019			2018
Federal:
Current	$	4,450		$	3,755		$	5,776		$	6,165
Deferred		( 1,469	)		( 444	)		( 852	)		( 247	)
Total federal tax provision		2,981			3,311			4,924			5,918
State and Local:
Current		1,017			1,499			1,173			1,689
Deferred		( 726	)		( 321	)		( 538	)		( 168	)
Total state and local tax provision		291			1,178			635			1,521

Total income tax provision	$	3,272		$	4,489		$	5,559		$	7,439

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1 4 . Accumulated Other Comprehensive Income (Loss) :

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

	For the three months ended June 30, 2019
	Unrealized Gains			Unrealized Gains
	(Losses) on			(Losses) on						Fair Value
	Available for Sale			Cash flow			Defined Benefit			Option Elected
	Securities			Hedges			Pension Items			on Liabilities		Total
	(In thousands)

Beginning balance, net of tax	$	( 10,029	)	$	199		$	( 1,666	)	$	954	$	( 10,542	)

Other comprehensive income before reclassifications, net of tax		6,204			( 5,884	)		-			35		355

Amounts reclassified from accumulated other comprehensive income, net of tax		10			( 447	)		8			-		( 429	)

Net current period other comprehensive income (loss), net of tax		6,214			( 6,331	)		8			35		( 74	)

Ending balance, net of tax	$	( 3,815	)	$	( 6,132	)	$	( 1,658	)	$	989	$	( 10,616	)

	For the three months ended June 30, 2018
	Unrealized Gains			Unrealized Gains
	(Losses) on			(Losses) on					Fair Value
	Available for Sale			Cash flow		Defined Benefit			Option Elected
	Securities			Hedges		Pension Items			on Liabilities		Total
	(In thousands)

Beginning balance, net of tax	$	( 13,487	)	$	5,942	$	( 4,409	)	$	779	$	( 11,179	)

Other comprehensive income before reclassifications, net of tax		( 3,014	)		1,898		-			13		( 1,103	)

Amounts reclassified from accumulated other comprehensive income, net of tax		-			187		84			-		271

Net current period other comprehensive income (loss), net of tax		( 3,014	)		2,085		84			13		( 832	)

Ending balance, net of tax	$	( 16,501	)	$	8,027	$	( 4,325	)	$	792	$	( 12,007	)

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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, 2019
	Unrealized Gains			Unrealized Gains
	(Losses) on			(Losses) on						Fair Value
	Available for Sale			Cash flow			Defined Benefit			Option Elected
	Securities			Hedges			Pension Items			on Liabilities		Total
	(In thousands)

Beginning balance, net of tax	$	( 15,649	)	$	3,704		$	( 1,673	)	$	866	$	( 12,752	)

Other comprehensive income before reclassifications, net of tax		11,824			( 9,250	)		-			123		2,697

Amounts reclassified from accumulated other comprehensive income, net of tax		10			( 586	)		15			-		( 561	)

Net current period other comprehensive income (loss), net of tax		11,834			( 9,836	)		15			123		2,136

Ending balance, net of tax	$	( 3,815	)	$	( 6,132	)	$	( 1,658	)	$	989	$	( 10,616	)

	For the six months ended June 30, 2018
	Unrealized Gains			Unrealized Gains
	(Losses) on			(Losses) on					Fair Value
	Available for Sale			Cash flow		Defined Benefit			Option Elected
	Securities			Hedges		Pension Items			on Liabilities		Total
	(In thousands)

Beginning balance, net of tax	$	( 5,522	)	$	231	$	( 3,695	)	$	-	$	( 8,986	)
Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act from AOCL to Retained Earnings		( 1,325	)		50		( 798	)		-		( 2,073	)
Impact of adoption of Accounting Standard Update 2016-01		-			-		-			779		779

Other comprehensive income before reclassifications, net of tax		( 9,654	)		7,505		-			13		( 2,136	)

Amounts reclassified from accumulated other comprehensive income (loss), net of tax		-			241		168			-		409

Net current period other comprehensive income, net of tax		( 9,654	)		7,746		168			13		( 1,727	)

Ending balance, net of tax	$	( 16,501	)	$	8,027	$	( 4,325	)	$	792	$	( 12,007	)

- 40 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

For the three months ended June 30, 2019

	Amounts Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line Item in the Statement
Comprehensive Loss Components	Comprehensive Loss				Where Net Income is Presented
	(In thousands)
Unrealized gains (losses) on available for sale securities	$	( 15	)		Net loss on sale of securities
		5			Provision for income taxes
	$	( 10	)		Net of tax
Cash flow hedges:
Interest rate swaps	$	647			Other interest expense
		( 200	)		Provision for income taxes
	$	447			Net of tax
Amortization of defined benefit pension items:
Actuarial gain (losses)	$	( 31	)	⁽¹⁾	Other operating expense
Prior service credits		20		⁽¹⁾	Other operating expense
		( 11	)		Total before tax
		3			Provision for income taxes
	$	( 8	)		Net of tax

For the three months ended June 30, 2018

	Amounts Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line Item in the Statement
Comprehensive Loss Components	Comprehensive Loss				Where Net Income is Presented
	(In thousands)

Cash flow hedges:
Interest rate swaps	$	( 273	)		Other interest expense
		86			Provision for income taxes
	$	( 187	)		Net of tax

Amortization of defined benefit pension items:
Actuarial losses	$	( 133	)	⁽¹⁾	Other operating expense
Prior service credits		9		⁽¹⁾	Other operating income
		( 124	)		Total before tax
		40			Provision for income taxes
	$	( 84	)		Net of tax

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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, 2019

	Amounts Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line Item in the Statement
Comprehensive Loss Components	Comprehensive Loss				Where Net Income is Presented
	(In thousands)
Unrealized gains (losses) on available for sale securities	$	( 15	)		Net loss on sale of securities
		5			Provision for income taxes
	$	( 10	)		Net of tax
Cash flow hedges:
Interest rate swaps	$	848			Other interest income
		( 262	)		Provision for income taxes
	$	586			Net of tax
Amortization of defined benefit pension items:
Actuarial gain (losses)	$	( 63	)	⁽¹⁾	Other operating expense
Prior service credits		42		⁽¹⁾	Other operating expense
		( 21	)		Total before tax
		6			Provision for income taxes
	$	( 15	)		Net of tax

For the six months ended June 30, 2018

	Amounts Reclassified from
Details about Accumulated Other	Accumulated Other				Affected Line Item in the Statement
Comprehensive Loss Components	Comprehensive Loss				Where Net Income is Presented
	(In thousands)
Cash flow hedges:
Interest rate swaps	$	( 351	)		Interest expense
		110			Provision for income taxes
	$	( 241	)		Net of tax

Amortization of defined benefit pension items:
Actuarial losses	$	( 265	)	⁽¹⁾	Other operating expense
Prior service credits		19		⁽¹⁾	Other operating expense
		( 246	)		Total before tax
		78			Provision for income taxes
	$	( 168	)		Net of tax

( 1 )

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

1 5 . Regulatory Capital

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

	June 30, 2019					December 31, 2018
			Percent of					Percent of
	Amount		Assets			Amount		Assets
	(Dollars in thousands)

Tier I (leverage) capital:
Capital level	$	667,882		9.69	%	$	660,782		9.85	%
Requirement to be well capitalized		344,642		5.00			335,512		5.00
Excess		323,240		4.69			325,270		4.85

Common Equity Tier I risk-based capital:
Capital level	$	667,882		12.66	%	$	660,782		13.28	%
Requirement to be well capitalized		342,872		6.50			323,386		6.50
Excess		325,010		6.16			337,396		6.78

Tier 1 risk-based capital:
Capital level	$	667,882		12.66	%	$	660,782		13.28	%
Requirement to be well capitalized		421,997		8.00			398,014		8.00
Excess		245,885		4.66			262,768		5.28

Total risk-based capital:
Capital level	$	689,392		13.07	%	$	681,727		13.70	%
Requirement to be well capitalized		527,496		10.00			497,517		10.00
Excess		161,896		3.07			184,210		3.70

- 43 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

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

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

	June 30, 2019					December 31, 2018
			Percent of					Percent of
	Amount		Assets			Amount		Assets
	(Dollars in thousands)

Tier I (leverage) capital:
Capital level	$	600,730		8.72	%	$	586,582		8.74	%
Requirement to be well capitalized		344,637		5.00			335,616		5.00
Excess		256,093		3.72			250,966		3.74

Common Equity Tier I risk-based capital:
Capital level	$	558,848		10.60	%	$	546,230		10.98	%
Requirement to be well capitalized		342,840		6.50			323,382		6.50
Excess		216,008		4.10			222,848		4.48

Tier 1 risk-based capital:
Capital level	$	600,730		11.39	%	$	586,582		11.79	%
Requirement to be well capitalized		421,957		8.00			398,008		8.00
Excess		178,773		3.39			188,574		3.79

Total risk-based capital:
Capital level	$	697,240		13.22	%	$	682,527		13.72	%
Requirement to be well capitalized		527,446		10.00			497,511		10.00
Excess		169,794		3.22			185,016		3.72

- 44 -

PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1 6 . New Authoritative Accounting Pronouncements

Accounting Standards Adopted in 2019:

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

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Accounting Standards Pending Adoption:

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

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

This Quarterly Report should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 201 8 . In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.

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

Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2018. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “goals,” “potential” or “continue” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have no obligation to update these forward-looking statements.

Executive Summary

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

●

manage cost of funds and continue to improve funding mix;

●

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

●

enhance earnings power by improving scalability and efficiency;

●

manage credit risk;

●

remain well capitalized;

●

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

●

manage enterprise-wide risk.

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

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

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

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

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 201 9 AND 201 8

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

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

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

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

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

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

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

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 201 9 AND 201 8

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

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

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

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

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

FINANCIAL CONDITION

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

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

	For the three months				For the six months
	ended June 30,				ended June 30,
(In thousands)	2019		2018		2019		2018
Multi-family residential ⁽¹⁾	$	55,629	$	70,972		82,843	$	152,153
Commercial real estate ⁽²⁾		42,700		64,890		56,641		136,444
One-to-four family – mixed-use property ⁽³⁾		12,885		12,294		29,308		28,362
One-to-four family – residential ⁽⁴⁾		7,884		6,974		11,770		23,942
Co-operative appartments		300		1,500		300		1,500
Construction ⁽⁵⁾		18,715		9,940		24,616		24,619
Small Business Administration		2,255		228		2,584		2,195
Commercial business and other ⁽⁶⁾		156,029		88,612		286,359		228,019
Total	$	296,397	$	255,410	$	494,421	$	597,234

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

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

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

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

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

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

The Bank maintains its conservative underwriting standards that include, among other things, a loan-to-value ratio of 75% or less and a debt coverage ratio of at least 125%. Multi-family residential (excluding underlying co-operative mortgages), commercial real estate and one-to-four family mixed-use property mortgage loans originated and purchased during the three months ended June 30, 2019 had an average loan-to-value ratio of 37.9% and an average debt coverage ratio of 192%.

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

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

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

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

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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

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

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

INTEREST RATE RISK

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

The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management prepares the “Earnings and Economic Exposure to Changes in Interest Rate” report for review by the Asset Liability Committee of the Board of Directors, as summarized below. This report quantifies the potential changes in net interest income and net portfolio value should interest rates go up or down (shocked) 200 basis points, assuming the yield curves of the rate shocks will be parallel to each other. The Company’s regulators currently place focus on the net portfolio value, focusing on a rate shock up or down of 200 basis points. Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. All changes in income and value are measured as percentage changes from the projected net interest income and net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at June 30, 2019. Various estimates regarding prepayment assumptions are made at each level of rate shock. However, prepayment penalty income is excluded from this analysis. Actual results could differ significantly from these estimates. At June 30, 2019, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

	Projected Percentage Change In
	Net Interest			Net Portfolio			Net Portfolio
Change in Interest Rate	Income			Value			Value Ratio
-200 Basis points		9.48	%		32.96	%		11.73	%
-100 Basis points		4.45			12.14			10.27
Base interest rate		0.00			0.00			9.43
+100 Basis points		-5.27			-8.86			8.82
+200 Basis points		-10.92			-17.80			8.15

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

AVERAGE BALANCES

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. The following tables sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the three and six months ended June 30, 2019 and 2018, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.

	For the three months ended June 30,
	2019							2018
	Average				Yield/			Average				Yield/
	Balance		Interest		Cost			Balance		Interest		Cost
Assets	(Dollars in thousands)
Interest-earning assets:
Mortgage loans, net	$	4,590,429	$	50,206		4.37	%	$	4,509,778	$	47,673		4.23	%
Other loans, net		974,628		12,067		4.95			806,255		9,649		4.79
Total loans, net ^{(1) (2)}		5,565,057		62,273		4.48			5,316,033		57,322		4.31
Taxable securities:
Mortgage-backed securities		585,892		4,225		2.88			533,088		3,754		2.82
Other securities		242,560		2,135		3.52			122,601		1,023		3.34
Total taxable securities		828,452		6,360		3.07			655,689		4,777		2.91
Tax-exempt securities: ⁽³⁾
Other securities		56,064		595		4.25			124,058		1,084		3.50
Total tax-exempt securities		56,064		595		4.25			124,058		1,084		3.50
Interest-earning deposits and federal funds sold		90,561		472		2.08			85,406		338		1.58
Total interest-earning assets		6,540,134		69,700		4.26			6,181,186		63,521		4.11
Other assets		351,407							303,696
Total assets	$	6,891,541						$	6,484,882

Liabilities and Equity
Interest-bearing liabilities:
Deposits:
Savings accounts	$	200,349		348		0.69		$	235,564		285		0.48
NOW accounts		1,541,956		6,641		1.72			1,444,889		3,364		0.93
Money market accounts		1,336,526		6,974		2.09			1,110,690		3,983		1.43
Certificate of deposit accounts		1,516,358		8,802		2.32			1,519,348		7,118		1.87
Total due to depositors		4,595,189		22,765		1.98			4,310,491		14,750		1.37
Mortgagors' escrow accounts		83,799		62		0.30			77,343		38		0.20
Total deposits		4,678,988		22,827		1.95			4,387,834		14,788		1.35
Borrowed funds		1,146,199		6,739		2.35			1,127,746		5,865		2.08
Total interest-bearing liabilities		5,825,187		29,566		2.03			5,515,580		20,653		1.50
Non interest-bearing deposits		394,642							370,790
Other liabilities		111,088							66,485
Total liabilities		6,330,917							5,952,855
Equity		560,624							532,027
Total liabilities and equity	$	6,891,541						$	6,484,882

Net interest income / net interest rate spread (tax equivalent) ⁽³⁾			$	40,134		2.23	%			$	42,868		2.61	%

Net interest-earning assets / net interest margin (tax equivalent)	$	714,947				2.45	%	$	665,606				2.77	%

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

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

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

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

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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

	For the six months ended June 30,
	2019							2018
	Average				Yield/			Average				Yield/
	Balance		Interest		Cost			Balance		Interest		Cost
Assets	(Dollars in thousands)
Interest-earning assets:
Mortgage loans, net	$	4,604,928	$	101,051		4.39	%	$	4,476,509	$	93,785		4.19	%
Other loans, net		949,991		23,552		4.96			797,430		18,554		4.65
Total loans, net ^{(1) (2)}		5,554,919		124,603		4.49			5,273,939		112,339		4.26
Taxable securities:
Mortgage-backed securities		579,679		8,473		2.92			528,922		7,261		2.75
Other securities		242,214		4,346		3.59			126,816		2,144		3.38
Total taxable securities		821,893		12,819		3.12			655,738		9,405		2.87
Tax-exempt securities: ⁽³⁾
Other securities		57,113		1,189		4.16			124,091		2,165		3.49
Total tax-exempt securities		57,113		1,189		4.16			124,091		2,165		3.49
Interest-earning deposits and federal funds sold		96,767		1,027		2.12			86,405		625		1.45
Total interest-earning assets		6,530,692		139,638		4.28			6,140,173		124,534		4.06
Other assets		349,213							304,191
Total assets	$	6,879,905						$	6,444,364

Liabilities and Equity
Interest-bearing liabilities:
Deposits:
Savings accounts	$	203,047		709		0.70		$	250,646		674		0.54
NOW accounts		1,515,554		12,672		1.67			1,492,413		6,512		0.87
Money market accounts		1,358,228		13,795		2.03			1,068,443		7,058		1.32
Certificate of deposit accounts		1,519,909		17,005		2.24			1,432,342		12,581		1.76
Total due to depositors		4,596,738		44,181		1.92			4,243,844		26,825		1.26
Mortgagors' escrow accounts		73,046		115		0.31			68,202		73		0.21
Total deposits		4,669,784		44,296		1.90			4,312,046		26,898		1.25
Borrowed funds		1,148,479		13,280		2.31			1,167,222		11,932		2.04
Total interest-bearing liabilities		5,818,263		57,576		1.98			5,479,268		38,830		1.42
Non interest-bearing deposits		396,724							367,903
Other liabilities		108,273							66,531
Total liabilities		6,323,260							5,913,702
Equity		556,645							530,662
Total liabilities and equity	$	6,879,905						$	6,444,364

Net interest income / net interest rate spread (tax equivalent) ⁽³⁾			$	82,062		2.30	%			$	85,704		2.64	%

Net interest-earning assets / net interest margin (tax equivalent)	$	712,429				2.51	%	$	660,905				2.79	%

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

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

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

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

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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

LOANS

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

	For the six months ended June 30,
(In thousands)	2019		2018

Mortgage Loans

At beginning of period	$	4,638,784	$	4,401,950

Mortgage loans originated:
Multi-family residential		82,843		138,064
Commercial real estate		56,641		130,644
One-to-four family – mixed-use property		29,308		27,677
One-to-four family – residential		11,770		23,067
Co-operative apartments		300		1,500
Construction		8,576		24,619
Total mortgage loans originated		189,438		345,571

Mortgage loans purchased:
Multi-family residential		-		14,089
Commercial real estate		-		5,800
One-to-four family – mixed-use property		-		685
One-to-four family – residential		-		875
Construction		16,040		-
Total mortgage loans purchased		16,040		21,449

Less:
Principal and other reductions		221,484		249,996
Loans transferred to OREO		239		638
Sales		1,043		4,710

At end of period	$	4,621,496	$	4,513,626

Non-Mortgage Loans

At beginning of period	$	897,515	$	758,286

Other loans originated:
Small Business Administration		2,584		2,195
Commercial business		185,771		138,229
Other		1,078		1,099
Total other loans originated		189,433		141,523

Other loans purchased:
Commercial business		99,510		88,691
Total other loans purchased		99,510		88,691

Less:
Principal and other reductions		182,849		178,700
Sales		1,970		5,266

At end of period	$	1,001,639	$	804,534

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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

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

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

	June 30,		December 31,
(In thousands)	2019		2018
Accrual Status:
Multi-family residential	$	1,894	$	1,916
One-to-four family - mixed-use property		1,660		1,692
One-to-four family - residential		542		552
Commercial business and other		-		279
Total		4,096		4,439


Non-Accrual Status:
Taxi medallion		2,193		3,926
Total		2,193		3,926

Total performing troubled debt restructured	$	6,289	$	8,365

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

	June 30,			December 31,
(In thousands)	2019			2018
Non-accrual loans:
Multi-family residential	$	2,008		$	2,410
Commercial real estate		1,488			1,379
One-to-four family - mixed-use property		1,752			928
One-to-four family - residential		5,411			6,144
Construction		-			-
Small business administration		1,224			1,267
Taxi medallion ⁽¹⁾		1,361			613
Commercial business and other		2,458			3,512
Total non-performing loans		15,702			16,253

Other non-performing assets:
Real estate acquired through foreclosure		239			-
Other assets acquired through foreclosure		35			35
Total		274			35

Total non-performing assets	$	15,976		$	16,288

Non-performing assets to total assets		0.23	%		0.24	%
Allowance for loan losses to non-performing loans		136.99	%		128.87	%

(1)

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

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

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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

CRITICIZED AND CLASSIFIED ASSETS

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

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

ALLOWANCE FOR LOAN LOSSES

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

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

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

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

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

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

Management’s Discussions and Analysis of

Financial Condition and Results of Operations

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

	At or for the six months ended June 30,
(Dollars in thousands)	2019			2018

Balance at beginning of period	$	20,945		$	20,351

Provision for loan losses		2,446			153

Loans charged-off:
Multi-family residential		(1	)		(81	)
One-to-four family – residential		(113	)		(1	)
One-to-four family – mixed-use property		(1	)		-
Small Business Administration		-			(52	)
Taxi medallion		-			(353	)
Commercial business and other		(2,137	)		(14	)
Total loans charged-off		(2,252	)		(501	)

Recoveries:
Multi-family residential		24			2
Commercial real estate		7			-
One-to-four family – mixed-use property		88			79
One-to-four family – residential		7			112
Small Business Administration		20			15
Taxi medallion		134			-
Commercial business and other		91			9
Total recoveries		371			217

Net charge-offs		(1,881	)		(284	)

Balance at end of period	$	21,510		$	20,220

Ratio of net charge-offs during the period to average loans outstanding during the period		0.07	%		0.01	%
Ratio of allowance for loan losses to gross loans at end of period		0.38	%		0.38	%
Ratio of allowance for loan losses to non-performing assets at end of period		134.64	%		136.40	%
Ratio of allowance for loan losses to non-performing loans at end of period		136.99	%		136.72	%

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PART I – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

The Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2019, the design and operation of these disclosure controls and procedures were effective. During the period covered by this Quarterly Report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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

The following table sets forth information regarding the shares of common stock repurchased by the Company during the three months ended June 30, 2019:

							Maximum
					Total Number of		Number of
	Total				Shares Purchased		Shares That May
	Number				as Part of Publicly		Yet Be Purchased
	of Shares		Average Price		Announced Plans		Under the Plans
Period	Purchased		Paid per Share		or Programs		or Programs
April 1 to April 30, 2019		-	$	-		-		467,211
May 1 to May 31, 2019		-		-		-		467,211
June 1 to June 30, 2019		-		-		-		467,211
Total		-		-		-

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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PART II – FINANCIAL INFORMATION

FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

ITEM 6. EXHIBITS

Exhibit No.		Description

	3.1 P	Certificate of Incorporation of Flushing Financial Corporation (1)
	3.2	Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
	3.3	Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (5)
	3.4	Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
	3.5	Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
	3.6	Amended and Restated By-Laws of Flushing Financial Corporation (6)
	4.1	Subordinated Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee. (7)
	4.2	First Supplemental Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto. (7)
	4.3	Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
	31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
	101.INS	XBRL Instance Document (filed herewith)
	101.SCH	XBRL Taxonomy Extension Schema Document (filed herewith)
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

(1)	Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488. (P: Indicates a filing submitted in paper)
(2)	Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 2006.
(3)	Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4)	Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2002.
(5)	Incorporated by reference to Exhibit filed with Form 10-K for the year ended December 31, 2011.
(6)	Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2014.
(7)	Incorporated by reference to Exhibit filed with Form 8-K filed December 12, 2016.

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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 7, 2019	By:	/s/ John R. Buran
		John R. Buran
		President and Chief Executive Officer




Dated:	August 7, 2019	By:	/s/ Susan K. Cullen
		Susan K. Cullen
		Senior Executive Vice President, Treasurer and
		Chief Financial Officer

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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	Subordinated Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee. (7)
	4.2	First Supplemental Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto. (7)
	4.3	Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
	31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
	101.INS	XBRL Instance Document (filed herewith)
	101.SCH	XBRL Taxonomy Extension Schema Document (filed herewith)
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

(1)	Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488. (P: Indicates a filing submitted in paper)
(2)	Incorporated by reference to Exhibit filed with Form 8-K filed September 27, 2006.
(3)	Incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002.
(4)	Incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2002.
(5)	Incorporated by reference to Exhibit filed with Form 10-K for the year ended December 31, 2011.
(6)	Incorporated by reference to Exhibit filed with Form 10-Q for the quarter ended June 30, 2014.
(7)	Incorporated by reference to Exhibit filed with Form 8-K filed December 12, 2016.

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TABLE OF CONTENTS

Part I Financial Information Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Financial Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.3 Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (5) 3.5 Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2) 3.6 Amended and Restated By-Laws of Flushing Financial Corporation (6) 4.1 Subordinated Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee. (7) 4.2 First Supplemental Indenture, dated as of December 12, 2016, by and between the Company and Wilmington Trust, National Association, as Trustee, including the form of the Notes attached as Exhibit A thereto. (7) 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)

FFIC 10-Q Quarter ended June 30, 2019

Exhibits