f10q_111213.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 September 30, 2013

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.)

1979 Marcus Avenue, Suite E140, Lake Success, New York 11042
(Address of principal executive offices)

(718) 961-5400
(Registrant's telephone number, including area code)



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

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

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

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

The number of shares of the registrant’s Common Stock outstanding as of October 31, 2013 was 30,097,929.

 
 

 
TABLE OF CONTENTS

   
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i

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Financial Condition
(Unaudited)
 
Item 1.
 
(Dollars in thousands, except per share data)
 
September 30,
2013
   
December 31,
2012
 
ASSETS
           
Cash and due from banks
  $ 40,328     $ 40,425  
Securities available for sale:
               
Mortgage-backed securities ($12,004 and $24,911 at fair value pursuant to the fair value option at September 30, 2013 and December 31, 2012, respectively)
    785,210       720,113  
Other securities ($29,491 and $29,577 at fair value pursuant to the fair value option at September 30, 2013 and December 31, 2012 respectively)
    273,344       229,453  
Loans available for sale
    5,485       5,313  
Loans:                
Multi-family residential
    1,684,277       1,534,438  
Commercial real estate
    516,314       515,438  
One-to-four family ― mixed-use property
    595,435       637,353  
One-to-four family ― residential
    196,659       198,968  
Co-operative apartments
    10,165       6,303  
Construction
    4,645       14,381  
Small Business Administration
    8,003       9,496  
Taxi medallion
    5,088       9,922  
Commercial business and other
    364,069       295,076  
Net unamortized premiums and unearned loan fees
    11,483       12,746  
Allowance for loan losses
    (30,816 )     (31,104 )
Net loans
    3,365,322       3,203,017  
Interest and dividends receivable
    17,250       17,917  
Bank premises and equipment, net
    20,731       22,500  
Federal Home Loan Bank of New York stock
    46,003       42,337  
Bank owned life insurance
    108,762       106,244  
Goodwill
    16,127       16,127  
Core deposit intangible
    117       468  
Other assets
    53,586       47,502  
Total assets
  $ 4,732,265     $ 4,451,416  
                 
LIABILITIES
               
Due to depositors:
               
Non-interest bearing
  $ 180,661     $ 155,789  
Interest-bearing:
               
Certificate of deposit accounts
    1,242,317       1,253,229  
Savings accounts
    277,417       288,398  
Money market accounts
    191,247       148,618  
NOW accounts
    1,306,664       1,136,599  
Total interest-bearing deposits
    3,017,645       2,826,844  
Mortgagors' escrow deposits
    41,064       32,560  
Borrowed funds ($26,465 and $23,922 at fair value pursuant to the fair value option at September 30, 2013 and December 31, 2012, respectively)
    852,931       763,105  
Securities sold under agreements to repurchase
    165,300       185,300  
Other liabilities
    47,652       45,453  
Total liabilities
    4,305,253       4,009,051  
                 
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 September 30, 2013 and December 31, 2012; 30,092,744 shares and 30,743,329 shares outstanding at September 30, 2013 and December 31, 2012, respectively)
    315       315  
Additional paid-in capital
    200,987       198,314  
Treasury stock, at average cost (1,437,851 shares and 787,266 shares at
               
September 30, 2013 and December 31, 2012, respectively)
    (21,796 )     (10,257 )
Retained earnings
    255,687       241,856  
Accumulated other comprehensive income (loss), net of taxes
    (8,181 )     12,137  
Total stockholders' equity
    427,012       442,365  
                 
Total liabilities and stockholders' equity
  $ 4,732,265     $ 4,451,416  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 1 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
 
   
For the three months
ended September 30,
   
For the nine months
ended September 30 ,
 
(Dollars in thousands, except per share data)
 
2013
   
2012
   
2013
   
2012
 
                         
Interest and dividend income
                       
Interest and fees on loans
  $ 42,540     $ 44,857     $ 128,341     $ 137,540  
Interest and dividends on securities:
                               
Interest
    7,135       8,120       21,263       23,796  
Dividends
    163       191       574       603  
Other interest income
    13       25       54       53  
Total interest and dividend income
    49,851       53,193       150,232       161,992  
                                 
Interest expense
                               
Deposits
    7,776       10,097       24,160       31,232  
Other interest expense
    5,090       5,513       17,645       17,545  
Total interest expense
    12,866       15,610       41,805       48,777  
                                 
Net interest income
    36,985       37,583       108,427       113,215  
Provision for loan losses
    3,435       5,000       12,935       16,000  
Net interest income after provision for loan losses
    33,550       32,583       95,492       97,215  
                                 
Non-interest income
                               
Other-than-temporary impairment ("OTTI") charge
    (1,622 )     -       (2,508 )     (4,102 )
Less: Non-credit portion of OTTI charge recorded in Other Comprehensive Income, before taxes
    706       -       1,089       3,326  
Net OTTI charge recognized in earnings
    (916 )     -       (1,419 )     (776 )
Loan fee income
    (71 )     731       1,354       1,831  
Banking services fee income
    415       411       1,258       1,275  
Net gain on sale of loans
    1       52       144       91  
Net gain from sale of securities
    96       96       2,972       96  
Net gain (loss) from fair value adjustments
    (190 )     825       (621 )     (185 )
Federal Home Loan Bank of New York stock dividends
    399       390       1,214       1,113  
Bank owned life insurance
    853       703       2,519       2,088  
Other income
    358       305       1,071       966  
Total non-interest income
    945       3,513       8,492       6,499  
                                 
Non-interest expense
                               
Salaries and employee benefits
    10,716       10,725       33,910       32,223  
Occupancy and equipment
    1,961       2,019       5,677       5,867  
Professional services
    1,247       1,546       4,380       4,821  
FDIC deposit insurance
    658       1,064       2,435       3,168  
Data processing
    1,042       1,016       3,184       3,043  
Depreciation and amortization
    737       810       2,238       2,429  
Other real estate owned/foreclosure expense
    417       887       1,529       2,194  
Other operating expenses
    2,272       2,676       8,329       8,773  
Total non-interest expense
    19,050       20,743       61,682       62,518  
                                 
Income before income taxes
    15,445       15,353       42,302       41,196  
                                 
Provision for income taxes
                               
Federal
    4,593       4,543       12,717       12,403  
State and local
    1,431       1,445       3,781       3,662  
Total taxes
    6,024       5,988       16,498       16,065  
                                 
Net income
  $ 9,421     $ 9,365     $ 25,804     $ 25,131  
                                 
                                 
Basic earnings per common share
  $ 0.32     $ 0.31     $ 0.86     $ 0.83  
Diluted earnings per common share
  $ 0.32     $ 0.31     $ 0.86     $ 0.82  
Dividends per common share
  $ 0.13     $ 0.13     $ 0.39     $ 0.39  
 
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
September 30,
   
For the nine months ended
September 30,
 
(in thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Comprehensive Income
                       
Net income
  $ 9,421     $ 9,365     $ 25,804     $ 25,131  
Amortization of actuarial losses
    174       149       522       447  
Amortization of prior service credits
    (7 )     (6 )     (19 )     (19 )
OTTI charges included in income
    516       -       799       437  
Reclassification adjustment for gains included in income
    (54 )     (54 )     (1,673 )     (54 )
Unrealized gains (losses) on securities, net
    (1,729 )     5,034       (19,947 )     8,303  
Comprehensive income
  $ 8,321     $ 14,488     $ 5,486     $ 34,245  
 
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 nine months ended
September 30,
 
(Dollars in thousands)
 
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 25,804     $ 25,131  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
    12,935       16,000  
Depreciation and amortization of bank premises and equipment
    2,238       2,429  
Net gain on sale of loans
    (144 )     (91 )
Net gain on sale of securities
    (2,972 )     (96 )
Amortization of premium, net of accretion of discount
    5,744       4,893  
Net loss from fair value adjustments
    621       185  
OTTI charge recognized in earnings
    1,419       776  
Income from bank owned life insurance
    (2,519 )     (2,088 )
Stock-based compensation expense
    2,916       2,864  
Deferred compensation
    (410 )     (169 )
Amortization of core deposit intangibles
    351       351  
Excess tax benefit from stock-based payment arrangements
    (339 )     (111 )
Deferred income tax provision (benefit)
    148       (592 )
Decrease in prepaid FDIC assessment
    3,287       2,941  
Increase in other liabilities
    8,266       2,057  
(Increase) decrease in other assets
    (782 )     1,964  
Net cash provided by operating activities
    56,563       56,444  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of bank premises and equipment
    (469 )     (906 )
Net purchase of Federal Home Loan Bank of New York shares
    (3,666 )     (4,757 )
Purchases of securities available for sale
    (380,326 )     (264,508 )
Proceeds from sales and call of securities available for sale
    112,886       6,856  
Proceeds from maturities and prepayments of securities available for sale
    123,746       121,215  
Net originations of loans
    (201,627 )     (15,482 )
Purchases of loans
    (452 )     (3,456 )
Proceeds from sale of real estate owned
    3,408       1,261  
Proceeds from sale of delinquent loans
    25,217       33,092  
Net cash used in investing activities
    (321,283 )     (126,685 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in non-interest bearing deposits
    24,872       30,331  
Net increase (decrease) in interest-bearing deposits
    189,972       (73,417 )
Net increase in mortgagors' escrow deposits
    8,504       6,079  
Net (repayments) proceeds from short-term borrowed funds
    (43,000 )     19,000  
Proceeds from long-term borrowings
    199,346       162,518  
Repayment of long-term borrowings
    (89,911 )     (80,000 )
Purchases of treasury stock
    (14,064 )     (2,955 )
Excess tax benefit from stock-based payment arrangements
    339       111  
Proceeds from issuance of common stock upon exercise of stock options
    312       836  
Cash dividends paid
    (11,747 )     (11,885 )
Net cash provided by financing activities
    264,623       50,618  
                 
Net decrease in cash and cash equivalents
    (97 )     (19,623 )
Cash and cash equivalents, beginning of period
    40,425       55,721  
Cash and cash equivalents, end of period
  $ 40,328     $ 36,098  
                 
SUPPLEMENTAL CASH  FLOW DISCLOSURE
               
Interest paid
  $ 40,944     $ 48,365  
Income taxes paid
    11,996       15,520  
Taxes paid if excess tax benefits were not tax deductible
    12,335       15,631  
Non-cash activities:
               
Loans transferred to real estate owned
    4,543       3,541  
Loans provided for the sale of real estate owned
    3,011       1,646  
Loans held for investment transferred to held for sale
    13,008       8,780  
Loans held for sale transferred to held for investment
    2,214       -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
- 4 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
 
   
For the nine months ended
September 30,
 
(Dollars in thousands, except per share data)
 
2013
   
2012
 
             
Common Stock
           
Balance, beginning of period
  $ 315     $ 315  
No activity
    -       -  
Balance, end of period
  $ 315     $ 315  
Additional Paid-In Capital
               
Balance, beginning of period
  $ 198,314     $ 195,628  
Award of common shares released from Employee Benefit Trust (141,059 and 154,543 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    1,608       1,442  
Shares issued upon vesting of restricted stock unit awards (120,014 and 113,272 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    161       317  
Issuance upon exercise of stock options (235,025 and 154,543 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    849       160  
Stock-based compensation activity, net
    (284 )     670  
Stock-based income tax benefit
    339       111  
Balance, end of period
  $ 200,987     $ 198,328  
Treasury Stock
               
Balance, beginning of period
  $ (10,257 )   $ (7,355 )
Purchases of shares outstanding (836,092 and 181,000 common shares for the nine months ended September 30, 2013, and 2012, respectively)
    (13,152 )     (2,444 )
Shares issued upon vesting of restricted stock unit awards (176,656 and 142,222 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    2,338       1,686  
Issuance upon exercise of stock options (300,195 and 138,025 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    4,262       1,665  
Purchases of shares to fund options exercised (233,933 and 60,571 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (4,075 )     (835 )
Repurchase of shares to satisfy tax obligations (57,411 and 38,723 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (912 )     (511 )
Balance, end of period
  $ (21,796 )   $ (7,794 )
Retained Earnings
               
Balance, beginning of period
  $ 241,856     $ 223,510  
Net income
    25,804       25,131  
Cash dividends declared and paid on common shares ($0.39 per common share for the nine months ended September 30, 2013 and 2012, respectively)
    (11,747 )     (11,885 )
Issuance upon exercise of stock options (65,170 and 10,480 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (126 )     (37 )
Shares issued upon vesting of restricted stock unit awards (56,642 and 28,950 common shares for the nine months ended September 30, 2013 and 2012, respectively)
    (100 )     (97 )
Balance, end of period
  $ 255,687     $ 236,622  
Accumulated Other Comprehensive Income (Loss)
               
Balance, beginning of period
  $ 12,137     $ 4,813  
Change in net unrealized gains (losses) on securities available for sale, net of taxes of approximately $15,482 and ($6,401) for the nine months ended September 30, 2013 and 2012, respectively
    (19,947 )     8,303  
Amortization of actuarial losses, net of taxes of approximately ($405) and ($347) for the nine months ended September 30, 2013 and 2012, respectively
    522       447  
Amortization of prior service credits, net of taxes of approximately $15 and $10 for the nine month periods ended September 30, 2013 and 2012, respectively
    (19 )     (19 )
OTTI charges included in income, net of taxes of approximately ($620) and ($339) for the nine months ended September 30, 2013 and 2012, respectively)
    799       437  
Reclassification adjustment for gains included in net income, net of tax of approximately $1,299 and $42 for the nine months ended September 30, 2013 and 2012, respectively
    (1,673 )     (54 )
Balance, end of period
  $ (8,181 )   $ 13,927  
                 
Total Stockholders' Equity
  $ 427,012     $ 441,398  
 
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
 
Flushing Financial Corporation (the “Holding Company”), a Delaware corporation, is a bank holding company. On February 28, 2013 the Holding Company’s wholly owned subsidiary Flushing Savings Bank, FSB (the “Savings Bank”), merged with and into Flushing Commercial Bank (the “Merger”). Flushing Commercial Bank was the surviving entity of the Merger and its name was changed to Flushing Bank.  References herein to the “Bank” mean the Savings Bank (including its wholly owned subsidiary, Flushing Commercial Bank) prior to the Merger and the surviving entity after the Merger. 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., are collectively herein referred to as “we,” “us,” “our” and the “Company.”
 
The Merger was the result of the combination of two entities under common control, and in accordance with ASC 805-50-30-5, the Bank measured the recognized assets and liabilities transferred at their carrying amounts (historical cost) for this transaction.
 
The primary business of the Holding Company is the operation of its wholly-owned subsidiary, the Bank. The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of the Company on a consolidated basis.
 
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 losses were to occur.
 
The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for such presented periods of the Company.  Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Quarterly Report. All inter-company balances and transactions have been eliminated in consolidation.  The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year.
 
The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements.  Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
 
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 evaluation of the need for a valuation allowance of the Company’s deferred tax assets, the evaluation of other-than-temporary impairment (“OTTI”) on securities and the valuation of certain financial instruments. The current economic environment has increased the degree of uncertainty inherent in these material estimates.  Actual results could differ from these estimates.
 
3.  
Earnings Per Share
 
Earnings per share is computed in accordance with Accounting Standards Codification (“ASC”) Topic 260 “Earnings Per Share,” which provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and as such should be included in the calculation of earnings per share.  Basic earnings per common share is computed by dividing net income available to common shareholders by the total weighted average number of common shares outstanding, which includes unvested participating securities. The Company’s unvested restricted stock unit awards are considered participating securities. Therefore, weighted average common shares outstanding used for computing basic earnings per common share includes common shares outstanding plus unvested restricted stock unit awards. The computation of diluted earnings per share includes the additional dilutive effect of stock options outstanding during the period.  Common stock equivalents that are anti-dilutive are not included in the computation of diluted earnings per common share. The numerator for calculating basic and diluted earnings per common share is net income available to common shareholders.

 
- 6 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Earnings per common share has been computed based on the following:
 
   
For the three months ended
 September 30,
   
For the nine months ended
 September 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(In thousands, except per share data)
 
Net income, as reported
  $ 9,421     $ 9,365     $ 25,804     $ 25,131  
Divided by:
                               
Weighted average common shares outstanding
    29,773       30,432       30,143       30,434  
Weighted average common stock equivalents
    32       30       25       30  
Total weighted average common shares outstanding and common stock equivalents
    29,805       30,462       30,168       30,464  
                                 
Basic earnings per common share
  $ 0.32     $ 0.31     $ 0.86     $ 0.83  
Diluted earnings per common share (1)
  $ 0.32     $ 0.31     $ 0.86     $ 0.82  
Dividend payout ratio
    40.6 %     41.9 %     45.3 %     47.0 %
 
(1)  
For the three months ended September 30, 2013, options to purchase 111,050 shares at an average exercise price of $19.56 were not included in the computation of diluted earnings per common share as they are anti-dilutive. For the nine months ended September 30, 2013, options to purchase 320,200 shares at an average exercise price of $18.33 were not included in the computation of diluted earnings per common share as they are anti-dilutive. For the three and nine months ended September 30, 2012, options to purchase 557,140 shares at an average exercise price of $17.62 were not included in the computation of diluted earnings per common share as they are anti-dilutive.
 
4.  
Debt and Equity Securities
 
The Company’s investments in equity securities that have readily determinable fair values and all investments in debt securities are classified in one of the following three categories and accounted for accordingly: (1) trading securities, (2) securities available for sale and (3) securities held-to-maturity.

The Company did not hold any trading securities or securities held-to-maturity during the three and nine months ended September 30, 2013 and 2012. Securities available for sale are recorded at fair value.
 
The following table summarizes the Company’s portfolio of securities available for sale at September 30, 2013:

   
Amortized
Cost
   
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
   
(In thousands)
 
Corporate
  $ 122,883     $ 125,922     $ 3,982     $ 943  
Municipals
    116,105       112,164       213       4,154  
Mutual funds
    21,631       21,631       -       -  
Other
    17,422       13,627       -       3,795  
Total other securities
    278,041       273,344       4,195       8,892  
REMIC and CMO
    524,071       525,819       10,464       8,716  
GNMA
    41,334       43,431       2,458       361  
FNMA
    204,573       201,909       3,089       5,753  
FHLMC
    13,899       14,051       272       120  
Total mortgage-backed securities
    783,877       785,210       16,283       14,950  
Total securities available for sale
  $ 1,061,918     $ 1,058,554     $ 20,478     $ 23,842  

 
- 7 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Mortgage-backed securities shown in the table above include three private issue collateralized mortgage obligations (“CMOs”) that are collateralized by commercial real estate mortgages with amortized cost and market values totaling $14.6 million and $14.7 million, respectively, at September 30, 2013.  The remaining private issue mortgage-backed securities are backed by one-to-four family residential mortgage loans.
 
The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value aggregated by category and length of time the individual securities have been in a continuous unrealized loss position at September 30, 2013:
 
   
Total
   
Less than 12 months
   
12 months or more
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
   
(In thousands)
 
Corporate
  $ 39,057     $ 943     $ 39,057     $ 943     $ -     $ -  
Municipals
    83,204       4,154       83,204       4,154       -       -  
Other
    5,767       3,795       -       -       5,767       3,795  
Total other securities
    128,028       8,892       122,261       5,097       5,767       3,795  
REMIC and CMO
    244,699       8,716       226,568       7,669       18,131       1,047  
GNMA
    9,524       361       9,524       361       -       -  
FNMA
    104,550       5,753       104,550       5,753       -       -  
FHLMC
    7,786       120       7,786       120       -       -  
                                                 
Total mortgage-backed securities
    366,559       14,950       348,428       13,903       18,131       1,047  
Total securities available for sale
  $ 494,587     $ 23,842     $ 470,689     $ 19,000     $ 23,898     $ 4,842  
 
OTTI losses on impaired securities must be fully recognized in earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, the investor must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss has occurred, only the amount of impairment associated with the credit loss is recognized in earnings in the Consolidated Statements of Income. Amounts relating to factors other than credit losses are recorded in accumulated other comprehensive income (loss) (“AOCI”) within Stockholders’ Equity. Additional disclosures regarding the calculation of credit losses as well as factors considered by the investor in reaching a conclusion that an investment is not other-than-temporarily impaired are required.
 
The Company reviewed each investment that had an unrealized loss at September 30, 2013. An unrealized loss exists when the current fair value of an investment is less than its amortized cost basis. Unrealized losses on available for sale securities, that are deemed to be temporary, are recorded in AOCI, net of tax.  Unrealized losses that are considered to be other-than-temporary are split between credit related and noncredit related impairments, with the credit related impairment being recorded as a charge against earnings and the noncredit related impairment being recorded in AOCI, net of tax.
 
The Company evaluates its pooled trust preferred securities, included in the table above in the row labeled “Other”, using an impairment model through an independent third party, which includes evaluating the financial condition of each counterparty. For single issuer trust preferred securities, the Company evaluates the issuer’s financial condition. The Company evaluates its mortgage-backed securities by reviewing the characteristics of the securities and related collateral, including delinquency and foreclosure levels, projected losses at various loss severity levels and credit enhancement and coverage. In addition, private issue CMOs are evaluated using an impairment model through an independent third party. When an OTTI is identified, the portion of the impairment that is credit related is determined by management using the following methods: (1) for pooled trust preferred securities, the credit related impairment is determined by using a discounted cash flow model from an independent third party, with the difference between the present value of the projected cash flows and the amortized cost basis of the security recorded as a credit related loss against earnings; (2) for mortgage-backed securities, credit related impairment is determined for each security by estimating losses based on a set of assumptions of the related collateral, which includes delinquency and foreclosure levels, projected losses at various loss severity levels, credit enhancement and coverage; and (3) for private issue CMOs, through an impairment model from an independent third party and then recording those estimated losses as a credit related loss against earnings.
 
 
- 8 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
Corporate:
The unrealized losses in Corporate securities at September 30, 2013 consist of losses on four Corporate securities. The unrealized losses 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 September 30, 2013.
 
Municipals:
The unrealized losses in Municipal securities at September 30, 2013, consist of losses on 27 municipal securities. The unrealized losses 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 September 30, 2013.
 
Other Securities:
The unrealized losses in Other Securities at September 30, 2013, consist of losses on one single issuer trust preferred security and two pooled trust preferred securities. The unrealized losses on such securities were caused by market interest volatility, a significant widening of credit spreads across markets for these securities and illiquidity and uncertainty in the financial markets. These securities are currently rated below investment grade. The pooled trust preferred securities do not have collateral that is subordinate to the classes the Company owns. The Company’s management evaluates these securities using an impairment model, through an independent third party, that is applied to debt securities. In estimating OTTI losses, management considers: (1) the length of time and the extent to which the fair value has been less than amortized cost; (2) the current interest rate environment; (3) the financial condition and near-term prospects of the issuer, if applicable; and (4) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. Additionally, management reviews the financial condition of the single issuer trust preferred security and each individual issuer within the pooled trust preferred securities. All of the issuers of the underlying collateral of the pooled trust preferred securities we reviewed are banks.
For each bank, our review included the following performance items:
 
 
§
Ratio of tangible equity to assets
 
§
Tier 1 Risk Weighted Capital
 
§
Net interest margin
 
§
Efficiency ratio for most recent two quarters
 
§
Return on average assets for most recent two quarters
 
§
Texas Ratio (ratio of non-performing assets plus assets past due over 90 days divided by tangible equity plus the reserve for loan losses)
 
§
Credit ratings (where applicable)
 
§
Capital issuances within the past year (where applicable)
 
§
Ability to complete Federal Deposit Insurance Corporation (“FDIC”) assisted acquisitions (where applicable)
 
Based on the review of the above factors, we concluded that:
 
 
§
All of the performing issuers in our pools are well capitalized banks and do not appear likely to be closed by their regulators.
 
 
§
All of the performing issuers in our pools will continue as a going concern and will not default on their securities.
 
 
- 9 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
In order to estimate potential future defaults and deferrals, we segregated the performing underlying issuers by their Texas Ratio. We then reviewed performing issuers with Texas Ratios in excess of 50%. The Texas Ratio is a key indicator of the health of the institution and the likelihood of failure. This ratio compares the problem assets of the institution to the institution’s available capital and reserves to absorb losses that are likely to occur in these assets. There was one issuer in our pooled trust preferred securities which had a Texas Ratio in excess of 50%. We assigned a 25% default rate to this issuer. All other issuers in our pooled trust preferred securities had a Texas Ratio below 50%.  We assigned a zero percent default rate to these issuers. Our analysis also assumed that issuers currently deferring would default with no recovery, and issuers that have defaulted will have no recovery.
 
We had an independent third party prepare a discounted cash flow analysis for each of these pooled trust preferred securities based on the assumptions discussed above. Other significant assumptions were: (1) two issuers totaling $21.5 million will prepay in the second quarter of 2015; (2) senior classes will not call the debt on their portions; and (3) use of the forward London Interbank Offered Rate (“LIBOR”) curve. The cash flows were discounted at the effective rate for each security.
 
One of the pooled trust preferred securities is over 90 days past due and the Company has stopped accruing interest. The remaining pooled trust preferred security as well as the single issuer trust preferred security are both performing according to their terms.  The Company also owns a pooled trust preferred security that is carried under the fair value option, where the unrealized losses are included in the Consolidated Statements of Income – Net gain (loss) from fair value adjustments.  This security is over 90 days past due and the Company has stopped accruing interest.
 
It is not anticipated at this time that the one single issuer trust preferred security and the two pooled trust preferred 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; except for the pooled trust preferred securities for which the Company has stopped accruing interest as discussed above and, in the opinion of management based on the review performed at September 30, 2013, 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 the one single issuer trust preferred security and the two pooled trust preferred securities to be other-than-temporarily impaired at September 30, 2013.
 
At September 30, 2013, the Company held five trust preferred issues which had a current credit rating of at least one rating below investment grade. Two of those issues are carried under the fair value option and therefore, changes in fair value are included in the Consolidated Statement of Income – Net gain (loss) from fair value adjustments.

The following table details the remaining three trust preferred issues that were evaluated to determine if they were other-than-temporarily impaired at September 30, 2013. The class the Company owns in pooled trust preferred securities does not have any excess subordination.

                                 
Deferrals/Defaults (1)
       
Issuer
Type
 
Class
   
Performing
Banks
   
Amortized
Cost
   
Fair
Value
   
Cumulative
Credit Related
OTTI
   
Actual as a
Percentage
of Original
Security
   
Expected
Percentage
of Performing
Collateral
   
Current
Lowest
Rating
 
(Dollars in thousands)  
                                                 
Single issuer
    n/a       1     $ 300     $ 287     $ -    
None
   
None
   
BB-
 
Pooled issuer
    B1       17       5,617       2,880       2,196     23.4%     0.0%     C  
Pooled issuer
    C1       16       3,645       2,600       1,542     21.3%     1.5%     C  
Total
                  $ 9,562     $ 5,767     $ 3,738                    
 
(1)
Represents deferrals/defaults as a percentage of the original security and expected deferrals/defaults as a percentage of performing issuers.
 
 
- 10 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)

REMIC and CMO:
The unrealized losses in Real Estate Mortgage Investment Conduit (“REMIC”) and CMO securities at September 30, 2013 consist of 11 issues from the Federal Home Loan Mortgage Corporation (“FHLMC”), 15 issues from the Federal National Mortgage Association (“FNMA”), three issues from the Government National Mortgage Association (“GNMA”) and six private issues.
 
The unrealized losses on the REMIC and CMO securities issued by FHLMC, FNMA, GNMA and one private issue 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 September 30, 2013.
 
The unrealized losses at September 30, 2013 on the remaining five REMIC and CMO securities issued by private issuers were caused by movements in interest rates, a significant widening of credit spreads across markets for these securities and illiquidity and uncertainty in the financial markets. Each of these securities has some level of credit enhancements and none are collateralized by sub-prime loans.  Currently, one of these securities is performing according to its terms, with four of these securities remitting less than the full principal amount due.  The principal loss for these four securities totaled $0.7 million for the nine months ended September 30, 2013.  These losses were anticipated in the cumulative credit related OTTI charges recorded for these four securities.
 
Credit related impairment for mortgage-backed securities are determined for each security by estimating losses based on the following set of assumptions: (1) delinquency and foreclosure levels; (2) projected losses at various loss severity levels; and (3) credit enhancement and coverage. Based on these reviews, an OTTI charge was recorded during the three and nine months ended September 30, 2013.  During the three months ended September 30, 2013, an OTTI charge was recorded on three private issue CMOs of $1.6 million before tax, of which $0.9 million was charged against earnings in the Consolidated Statements of Income and $0.7 million before tax ($0.4 million after-tax) was recorded in AOCI.  During the nine months ended September 30, 2013, an OTTI charge was recorded on four private issue CMOs of $2.5 million before tax, of which $1.4 million was charged against earnings in the Consolidated Statements of Income and $1.1 million before tax ($0.6 million after-tax) was recorded in AOCI.
 
The portion of the above mentioned OTTI, recorded during the three and nine ended September 30, 2013, that was related to credit losses was calculated using the following significant assumptions:  (1) delinquency and foreclosure levels of 7% - 24%; (2) projected loss severity of 40% - 50%; (3) assumed default rates of 6% - 12% for the first 12 months, 2% - 10% for the next 12 months, 2% - 8% for the next six months, 2% - 6% for the next six months and 2% - 4% for the next 12 months and 2% thereafter; and (4) prepayment speeds of 6% - 10%.
 
It is not anticipated at this time that the one private issue CMO, for which an OTTI charge during the three and nine months ended September 30, 2013 was not recorded, would be settled at a price that is less than the current amortized cost of the Company’s investment.  The security 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 this security and it is more likely than not the Company will not be required to sell the security before recovery of the security’s 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 security.  Therefore, the Company did not consider this investment to be other-than-temporarily impaired at September 30, 2013.
 
At September 30, 2013, the Company held five private issue CMOs which had a current credit rating of at least one rating below investment grade.
 
 
- 11 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table details the five private issue CMOs that were evaluated to determine if they were other-than-temporarily impaired at September 30, 2013:
 
                       
Cumulative
OTTI
           
Current
                                   
Average
 
     
Amortized
   
Fair
   
Outstanding
   
Charges
   
Year of
     
Lowest
   
Collateral Located in:
   
FICO
 
Security
   
Cost
   
Value
   
Principal
   
Recorded
   
Issuance
 
Maturity
 
Rating
   
CA
 
FL
 
VA
 
NY
 
NJ
 
TX
   
CO
   
Score
 
     
(Dollars in thousands)
                                                     
                                                                               
1     $ 8,287     $ 8,179     $ 9,541     $ 3,966     2006  
05/25/36
 
Caa3
      42%           16%                   718  
2       3,206       2,822       3,447       931     2006  
08/19/36
  D       55%                         11%     740  
3       3,956       3,723       4,425       1,341     2006  
08/25/36
  D       36%   15%                           711  
4       2,538       2,173       3,492       1,266     2006  
08/25/36
  D       41%   13%       13%       10%           687  
5       3,678       3,297       3,954       222     2006  
05/25/36
 
CC
      23%      
17%
  13%  
14%
              709  
Total
    $ 21,665     $ 20,194     $ 24,859     $ 7,726                                                        
 
GNMA, FNMA and FHLMC:
The unrealized losses in GNMA, FNMA and FHLMC securities at September 30, 2013 consist of losses on one GNMA security, 14 FNMA securities and one FHLMC security. The unrealized losses 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 September 30, 2013.

The following table details gross unrealized losses recorded in AOCI and the ending credit loss amount on debt securities, as of September 30, 2013, for which the Company has recorded a credit related OTTI charge in the Consolidated Statements of Income:

(in thousands)
 
Amortized Cost
   
Fair Value
   
Gross Unrealized
Losses Recorded
In AOCI
   
Cumulative
Credit OTTI
Losses
 
                         
Private issued CMO's (1)
  $ 21,665     $ 20,194     $ 1,471     $ 3,185  
Trust preferred securities (1)
    9,262       5,480       3,782       3,738  
                                 
Total
  $ 30,927     $ 25,674     $ 5,253     $ 6,923  
 
(1)  
The Company has recorded OTTI charges in the Consolidated Statements of Income on five private issue CMOs and two pooled trust preferred securities for which a portion of the OTTI is currently recorded in AOCI.
 
 
- 12 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table represents the activity related to the credit loss component recognized in earnings on debt securities held by the Company for which a portion of OTTI was recognized in AOCI for the period indicated:

   
For the three months ended
 September 30,
   
For the nine months ended
 September 30,
 
(in thousands)
 
2013
   
2012
   
2013
   
2012
 
                         
Beginning balance
  $ 6,193     $ 6,938     $ 6,178     $ 6,922  
                                 
Recognition of actual losses
    (186 )     (185 )     (674 )     (945 )
OTTI charges due to credit loss recorded in earnings
    916       -       1,419       776  
Securities sold during the period
    -       -       -       -  
Securities where there is an intent to sell or requirement to sell
    -       -       -       -  
                                 
Ending balance
  $ 6,923     $ 6,753     $ 6,923     $ 6,753  
 
The following table details the amortized cost and estimated fair value of the Company’s securities classified as available for sale at September 30, 2013, by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
   
Amortized
Cost
   
Fair Value
 
   
(In thousands)
 
             
Due in one year or less
  $ 22,631     $ 22,631  
Due after one year through five years
    59,412       62,140  
Due after five years through ten years
    64,132       63,450  
Due after ten years
    131,866       125,123  
                 
Total other securities
    278,041       273,344  
Mortgage-backed securities
    783,877       785,210  
                 
Total securities available for sale
  $ 1,061,918     $ 1,058,554  
 
During the three months ended September 30, 2013, the Company sold $5.9 million in corporate securities and recorded gross gains of $0.1 million. During the nine months ended September 30, 2013, the Company sold $68.5 million in mortgage-backed securities and $5.9 million in corporates securities and recorded gross gains of $3.3 million and gross losses of $0.5 million.  During the three and nine months ended September 30, 2012, the Company sold $6.8 million in mortgage-backed securities and recorded gross gains of $119,000 and gross losses of $23,000.  The Company used the specific identification method to calculate gross gains and losses from the sale of securities during the three and nine months ended September 30, 2013 and 2012.
 
 
- 13 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2012:

   
Amortized
Cost
   
Fair Value
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
   
(In thousands)
 
U.S. government agencies
  $ 31,409     $ 31,513     $ 104     $ -  
Corporate
    83,389       87,485       4,096       -  
Municipals
    74,228       75,297       1,152       83  
Mutual funds
    21,843       21,843       -       -  
Other
    17,797       13,315       17       4,499  
Total other securities
    228,666       229,453       5,369       4,582  
REMIC and CMO
    453,468       474,050       23,690       3,108  
GNMA
    43,211       46,932       3,721       -  
FNMA
    168,040       175,929       7,971       82  
FHLMC
    22,562       23,202       640       -  
Total mortgage-backed securities
    687,281       720,113       36,022       3,190  
Total securities available for sale
  $ 915,947     $ 949,566     $ 41,391     $ 7,772  
 
Mortgage-backed securities shown in the table above include two private issue CMOs that are collateralized by commercial real estate mortgages with amortized cost and market values of $15.2 million and $15.7 million, respectively, at December 31, 2012.  The remaining private issue mortgage-backed securities are backed by one-to-four family residential mortgage loans.

The following table shows the Company’s available for sale securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2012.
 
   
Total
   
Less than 12 months
   
12 months or more
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
   
(In thousands)
 
Municipals
  $ 9,782     $ 83     $ 9,782     $ 83     $ -     $ -  
Other
    5,064       4,499       -       -       5,064       4,499  
Total other securities
    14,846       4,582       9,782       83       5,064       4,499  
                                                 
REMIC and CMO
    64,126       3,108       40,651       155       23,475       2,953  
FNMA
    10,331       82       10,331       82       -       -  
Total mortgage-backed  securities
    74,457       3,190       50,982       237       23,475       2,953  
Total securities available for sale
  $ 89,303     $ 7,772     $ 60,764     $ 320     $ 28,539     $ 7,452  
 
5.           Loans
 
Loans are reported at their outstanding principal balance, net of any unearned income, charge-offs, deferred loan fees and costs on originated loans and unamortized premiums or discounts on purchased loans. Interest on loans is recognized on the accrual basis. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Subsequent cash payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Subsequent cash payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is unlikely to occur. 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.
 
 
- 14 -

 
  PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
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. In assessing the adequacy of the Company's allowance for loan losses, management considers various factors such as, the current fair value of collateral for collateral dependent loans, the Company's historical loss experience, recent trends in losses, collection policies and collection experience, trends in the volume of non-performing and classified loans, changes in the composition and volume of the gross loan portfolio and local and national economic conditions. The Company’s Board of Directors (the “Board of Directors”) reviews and approves management’s evaluation of the adequacy of the allowance for loan losses on a quarterly basis.
 
The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. Increases and decreases in the allowance for loan losses other than charge-offs and recoveries are included in the provision for loan losses. When a loan or a portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance.
 
The Company recognizes a loan as non-performing when the borrower has indicated the inability to bring the loan current, or due to other circumstances which, in the Company’s opinion, indicate the borrower will be unable to bring the loan current within a reasonable time. All loans classified as non-performing, which includes all loans past due 90 days or more, are classified as non-accrual unless there is, in the Company’s opinion, compelling evidence the borrower will bring the loan current in the immediate future. The Company’s management considers all non-accrual loans impaired. Appraisals and/or updated internal evaluations are obtained as soon as practical and before the loan become 90 days delinquent.
 
A loan is considered impaired when, based upon the most current information, the Company believes it is probable that it will be unable to collect all amounts due, both principal and interest, according to the contractual 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 the fair value of the collateral if the loan is collateral dependent. The Company considers fair value of collateral dependent loans to be 85% of the appraised or internally estimated value of the property. Interest income on impaired loans is recorded on a cash basis. The loan balances of collateral dependent impaired loans are compared to the loan’s updated fair value. The balance which exceeds fair value is generally charged-off.
 
The Company reviews each impaired loan to determine if a charge-off is to be recorded or if a valuation allowance is to be allocated to the loan. The Company does not allocate a valuation allowance to loans for which we have concluded the current value of the underlying collateral will allow for recovery of the loan balance either through the sale of the loan or by foreclosure and sale of the property.
 
The Company evaluates the underlying collateral through a third party appraisal, or when a third party appraisal is not available, the Company will use an internal evaluation. The internal evaluations are performed using an income approach or a sales approach. The income approach is used for income producing properties and uses current revenues less operating expenses to determine the net cash flow of the property. Once the net cash flow is determined, the value of the property is calculated using an appropriate capitalization rate for the property. The sales approach uses comparable sales prices in the market.  When an internal evaluation is used, we place greater reliance on the income approach to value the collateral.
 
In preparing internal evaluations of property values, the Company seeks to obtain current data on the subject property from various sources, including: (1) the borrower; (2) copies of existing leases; (3) local real estate brokers and appraisers; (4) public records (such as for real estate taxes and water and sewer charges); (5) comparable sales and rental data in the market; (6) an inspection of the property; and (7) interviews with tenants. These internal evaluations primarily focus on the income approach and comparable sales data to value the property.
 
As of September 30, 2013, the Company utilized recent third party appraisals of the collateral to measure impairment for $75.0 million, or 82.8%, of collateral dependent impaired loans and used internal evaluations of the property’s value for $15.1 million, or 17.2%, of collateral dependent impaired loans.
 
The Company may restructure a loan to enable a borrower 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”) when the Bank grants a concession to a borrower who is experiencing financial difficulties.
 
 
- 15 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
These restructurings have not included a reduction of principal balance. The Company believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. All loans classified as TDR are considered impaired, however TDR loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status and are not included as part of non-performing loans. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status and reported as non-performing loans until they have made timely payments for six consecutive months. Loans that are restructured as TDR but are not performing in accordance with the restructured terms are placed on non-accrual status and reported as non-performing loans.
 
The allocation of a portion of the allowance for loan losses for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR which is collateral dependent, the fair value of the collateral. At September 30, 2013, there were no commitments to lend additional funds to borrowers whose loans were modified as TDRs. 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 loans modified and classified as TDR during the three months ended September 30, 2013.
 
The following table shows loans modified and classified as TDR during the period incicated:
 
   
For the thee months
ended September 30, 2012
(Dollars in thousands)
 
Number
   
Balance
 
Modification description
               
One-to-four family - residential
    1     $ 400  
 Received a below market interest rate
Commercial business and other
    2       1,900  
 Received a below market interest rate and the loan amortization was extended
Total
    3     $ 2,300    
 
The following table shows loans modified and classified as TDR during the periods indicated:
 
   
For the nine months
ended September 30, 2013
(Dollars in thousands)
 
Number
   
Balance
 
Modification description
               
               
Multi-family residential
    1     $ 413  
 Received a below market interest rate and the loan amortization was extended
Commercial real estate
    2       761  
 Received a below market interest rate and the loan amortization was extended
One-to-four family - mixed-use property
    1       390  
 Received a below market interest rate and the loan amortization was extended
One-to-four family - residential
    -       -    
Commercial business and other
    1       615  
 Received a below market interest rate and the loan amortization was extended
    Total
    5     $ 2,179    
 
   
For the nine months
ended September 30, 2012
(Dollars in thousands)
 
Number
   
Balance
 
Modification description
               
               
Multi-family residential
    -     $ -    
Commercial real estate
    3       5,300  
Received a below market interest rate and the loan amortization was extended
One-to-four family - mixed-use property
    3       1,200  
Received a below market interest rate
One-to-four family - residential
    1       400  
Received a below market interest rate
Commercial business and other
    2       1,900  
Received a below market interest rate and the loan amortization was extended
Total
    9     $ 8,800    
 
The recorded investment of each of the loans modified and classified to a TDR, presented in the table above, was unchanged as there was no principal forgiven in any of these modifications.
 
 
- 16 -

 
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 
The following table shows our recorded investment for loans classified as TDR that are performing according to their restructured terms at the periods indicated:
 
   
September 30, 2013
   
December 31, 2012
 
(Dollars in thousands)
 
Number
of contracts
   
Recorded
investment
   
Number
of contracts
   
Recorded
investment
 
                         
Multi-family residential
    9     $ 2,812       8     $ 2,347  
Commercial real estate
    6       8,652       5       8,499  
One-to-four family - mixed-use property
    8       2,704       7       2,336  
One-to-four family - residential
    1       367       1       374  
Construction
    1       1,916       1       3,805  
Commercial business and other
    3       3,082       2       2,540  
                                 
Total performing troubled debt restructured
    28     $ 19,533       24     $ 19,901  
 
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:
 
   
September 30, 2013
   
December 31, 2012
 
(Dollars in thousands)
 
Number
 of contracts
   
Recorded
investment
   
Number
 of contracts
   
Recorded
investment
 
                         
Multi-family residential
    -     $ -       2     $ 323  
Commercial real estate