Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
Commission file number 001-33013
FLUSHING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11-3209278
(I.R.S. Employer Identification No.)
220 RXR Plaza, Uniondale, New York 11556
(Address of principal executive offices)
(718) 961-5400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
FFIC
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes __No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). X Yes __No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer” ,“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer __
Accelerated filer X
Non-accelerated filer __
Smaller reporting company __
Emerging growth company __
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). __ Yes X No
The number of shares of the registrant’s Common Stock outstanding as of April 30, 2025 was 33,777,008.
TABLE OF CONTENTS
PAGE
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements - (Unaudited)
Consolidated Statements of Financial Condition
1
Consolidated Statements of Operations
2
Consolidated Statements of Comprehensive Income
3
Consolidated Statements of Changes in Stockholders’ Equity
4
Consolidated Statements of Cash Flows
5
Notes to Consolidated Financial Statements
7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
56
ITEM 4. Controls and Procedures
PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings
57
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
58
SIGNATURES
60
i
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
(Unaudited)
Item 1. Financial Statements
March 31,
December 31,
2025
2024
(Dollars in thousands, except per share data)
Assets
Cash and due from banks (restricted cash of $25,225 and $43,165, respectively)
$
271,912
152,574
Securities held-to-maturity, net of allowance of $359 and $353, respectively (assets pledged of $4,614 and $4,494, respectively; fair value of $44,670 and $44,718, respectively)
51,150
51,485
Securities available for sale, at fair value (amortized cost of $1,454,886 and $1,506,798, respectively; net of an allowance of $2,627 and $2,627, respectively; assets pledged of $62,162 and $49,914, respectively; $13,865 and $13,591 at fair value pursuant to the fair value option, respectively)
1,450,144
1,497,905
Loans held for sale
29,624
70,098
Loans held for investment, net of fees and costs
6,741,835
6,745,848
Less: Allowance for credit losses
(40,037)
(40,152)
Net loans held of investment
6,701,798
6,705,696
Interest and dividends receivable
61,510
62,036
Bank premises and equipment, net
18,181
17,852
Federal Home Loan Bank of New York stock, at cost
18,475
38,096
Bank owned life insurance
219,748
218,174
Goodwill
—
17,636
Core deposit intangibles
1,029
1,123
Right of use asset
43,870
45,800
Other assets
140,955
160,497
Total assets
9,008,396
9,038,972
Liabilities
Due to depositors:
Non-interest bearing
863,714
836,545
Interest-bearing
6,764,740
6,289,306
Total Due to depositors
7,628,454
7,125,851
Mortgagors' escrow deposits
89,764
53,082
Borrowed funds:
Federal Home Loan Bank advances and other borrowings
183,933
678,933
Subordinated debentures
188,506
188,326
Junior subordinated debentures, at fair value
49,103
48,795
Total borrowed funds
421,542
916,054
Operating lease liability
44,385
46,443
Other liabilities
121,400
173,003
Total liabilities
8,305,545
8,314,433
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; 38,677,787 shares issued; 33,776,688 and 33,659,067 shares outstanding, respectively)
387
Additional paid-in capital
324,290
326,671
Treasury stock, at average cost (4,901,099 and 5,018,720 shares, respectively)
(98,993)
(101,655)
Retained earnings
474,472
492,003
Accumulated other comprehensive income, net of taxes
2,695
7,133
Total stockholders' equity
702,851
724,539
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these consolidated financial statements.
-1-
For the three months ended
Interest and dividend income
Interest and fees on loans
93,032
92,959
Interest and dividends on securities:
Interest
21,413
12,541
Dividends
28
33
Other interest income
2,063
3,966
Total interest and dividend income
116,536
109,499
Interest expense
Deposits
57,174
57,865
Other interest expense
6,373
9,237
Total interest expense
63,547
67,102
Net interest income (loss)
52,989
42,397
Provision (benefit) for credit losses
4,318
592
Net interest income after provision (benefit) for credit losses
48,671
41,805
Non-interest income (loss)
Banking services fee income
1,521
1,394
Net gain (loss) on sale of loans
630
110
Net gain (loss) from fair value adjustments
(152)
(834)
Federal Home Loan Bank of New York stock dividends
697
743
1,574
1,200
Other income
804
471
Total non-interest income (loss)
5,074
3,084
Non-interest expense
Salaries and employee benefits
22,896
22,113
Occupancy and equipment
4,092
3,779
Professional services
2,885
2,792
FDIC deposit insurance
1,709
1,652
Data processing
1,868
1,727
Depreciation and amortization of bank premises and equipment
1,373
1,457
Other real estate owned / foreclosure expense
345
145
Impairment of goodwill
Other operating expenses
6,872
6,227
Total non-interest expense
59,676
39,892
Income (loss) before income taxes
(5,931)
4,997
Provision (benefit) for income taxes
Federal
2,172
901
State and local
1,693
412
Total provision (benefit) for income taxes
3,865
1,313
Net income (loss)
(9,796)
3,684
Basic earnings (loss) per common share
(0.29)
0.12
Diluted earnings (loss) per common share
-2-
Other comprehensive income (loss), net of tax:
Amortization of actuarial (gains) losses, net of taxes of $23, and $29, respectively.
(50)
(63)
Change in net unrealized gains (losses) on securities available for sale, net of taxes of ($1,281), and $77, respectively.
2,871
(172)
Net unrealized gains (losses) on cashflow hedges, net of taxes of $3,240 and ($1,397), respectively.
(7,261)
3,101
Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of ($2), and $14, respectively.
(31)
(4,438)
2,835
Comprehensive net income (loss)
(14,234)
6,519
-3-
Consolidated Statement of Changes in Stockholders’ Equity
Accumulated Other
Shares
Common
Paid-in
Treasury
Retained
Comprehensive
Outstanding
Stock
Capital
Earnings
Income (Loss)
Total
Balance at December 31, 2024
33,659,067
Vesting of restricted stock unit awards
166,543
(3,156)
3,368
(212)
Stock-based compensation expense
775
Repurchase of shares to satisfy tax obligation
(48,922)
(706)
Dividends on common stock ($0.22 per share)
(7,523)
Other comprehensive income
Balance at March 31, 2025
33,776,688
Additional
Balance at December 31, 2023
28,865,810
341
264,534
(106,070)
549,683
(38,651)
669,837
Net income
301,319
(5,811)
6,111
(300)
1,690
(98,573)
(1,682)
(6,537)
Balance at March 31, 2024
29,068,556
260,413
(101,641)
546,530
(35,816)
669,827
-4-
For the three months ended March 31,
(In thousands)
Operating Activities
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of premises and equipment
Net loss (gain) on sales of loans
(630)
(110)
Net amortization (accretion) of premiums and discounts
401
870
Deferred income tax provision (benefit)
2,863
922
Net (gain) loss from fair value adjustments
152
834
Net (gain) loss from fair value adjustments of hedges
(56)
1,133
Income from Bank owned life insurance
(1,574)
(1,200)
Deferred compensation
(1,008)
(1,021)
Amortization of core deposit intangibles
94
109
(Increase) decrease in other assets
6,254
(6,365)
Increase (decrease) in other liabilities
(13,950)
(8,824)
Net cash provided by (used in) operating activities
6,852
(6,229)
Investing Activities
Purchases of premises and equipment
(1,702)
(287)
Purchases of Federal Home Loan Bank New York stock
(799)
(759)
Redemptions of Federal Home Loan Bank New York stock
20,420
6,980
Proceeds from prepayments of securities held-to-maturity
327
463
Purchases of securities available for sale
(25,114)
(375,526)
Proceeds from sales and calls of securities available for sale
14,081
6,000
Proceeds from maturities and prepayments of securities available for sale
38,455
61,964
Proceeds from bank owned life insurance
1,633
Change in cash collateral
(17,940)
11,630
Net repayments (originations) of loans
55,399
147,552
Purchases of loans
(58,342)
(75,813)
Proceeds from sale of loans originally classified as held to investment
50,252
3,810
Net cash provided by (used in) investing activities
76,670
(213,986)
-5-
Consolidated Statements of Cash Flows (Contd.)
Financing Activities
Net increase (decrease) in noninterest-bearing deposits
27,169
(31,479)
Net increase (decrease) in interest-bearing deposits
475,194
437,530
Net increase (decrease) in mortgagors' escrow deposits
36,682
31,699
Net (repayments) proceeds from short-term borrowed funds
(495,000)
(170,750)
Proceeds from long-term borrowing
200,000
Repayment of long-term borrowings
(200,000)
Repurchase of shares to satisfy tax obligations
Cash dividends paid
Net cash provided by (used in) financing activities
35,816
258,781
Net increase (decrease) in cash and cash equivalents, and restricted cash
119,338
38,566
Cash, cash equivalents, and restricted cash, beginning of period
172,157
Cash, cash equivalents, and restricted cash, end of period
210,723
Supplemental disclosure of cash flow information:
Cash payments for:
Interest paid
66,614
66,035
Income taxes paid, net of refunds
153
3,166
Supplemental disclosure of non- cash flow investing activities:
Transfer of loans held for investment to other real estate owned
665
Transfer of loans held for investment to loans held for sale
29,653
3,540
Transfer of loans held for sale to loans held for investment
26,748
Securities purchased not yet settled
17,650
-6-
1. Basis of Presentation
The primary business of Flushing Financial Corporation (the “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 Company and its direct and indirect wholly owned subsidiaries, including the Bank, Flushing Service Corporation and FSB Properties Inc., which are collectively herein referred to as “we,” “us,” “our” and the “Company.”
The 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 periods presented 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, 2024.
When necessary, certain reclassifications were made to prior-year amounts to conform to the current-year presentation. Such reclassifications had no effect on the prior period net income or shareholders’ equity and were insignificant amounts.
2. Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for credit losses, the review of the need for a valuation allowance of the Company’s deferred tax assets, and the fair value of financial instruments. For reporting periods preceding the period ended March 31, 2025, the Company considered the evaluation of goodwill for impairment as a significant estimate. The Company identified the economic uncertainty resulting from the recent tariff increases by the United States on many of its trading partners in conjunction with the prolonged decline in the Company’s stock price as a triggering event as of March 31, 2025. As such, the Company initiated a quantitative impairment test which indicated goodwill acquired in prior transactions was fully impaired as of March 31, 2025, resulting in the Company recording an impairment charge of the entire goodwill balance of $17.6 million.
-7-
3. Earnings Per Share
Earnings per common share have been computed based on the following:
(In thousands, except per share data)
Net income (loss), as reported
Less: Dividends paid and earnings allocated to participating securities
(132)
(104)
Income (loss) attributable to common stock
(9,928)
3,580
Divided by:
Weighted average common shares and participating securities outstanding
34,474
29,742
Less: Weighted average participating securities
(542)
(446)
Total weighted average common shares outstanding
33,932
29,296
Diluted earnings (loss) per common share (1)
Dividend Payout ratio
not meaningful
%
183.3
(1) There were no common stock equivalents outstanding during the periods presented.
4. Securities
The following tables summarize the Company’s portfolio of securities held-to-maturity at:
Allowance
Net
Gross
Amortized
for
Carrying
Unrecognized
March 31, 2025
Cost
Credit Losses
Amount
Gains
Losses
Fair Value
Municipals
43,678
(359)
43,319
(5,736)
37,583
FNMA
7,831
(744)
7,087
51,509
(6,480)
44,670
December 31, 2024
44,002
(353)
43,649
(5,834)
37,815
7,836
(933)
6,903
51,838
(6,767)
44,718
-8-
The following tables summarize the Company’s portfolio of securities available for sale on:
Unrealized
March 31. 2025
U.S. government agencies
7,918
36
(43)
7,911
20,627
(2,627)
18,000
Corporate
130,928
823
(5,677)
126,074
Mutual funds
12,160
Collateralized loan obligations
405,662
682
(1,385)
404,959
Other
1,474
Total other securities
578,769
1,541
(7,105)
570,578
REMIC and CMO
676,300
2,653
(764)
678,189
GNMA
29,418
121
(12)
29,527
96,396
739
(53)
97,082
FHLMC
74,003
765
74,768
Total mortgage-backed securities
876,117
4,278
(829)
879,566
Total Securities available for sale
1,454,886
5,819
(7,934)
December 31. 2024
8,804
77
(33)
8,848
130,882
735
(6,368)
125,249
11,890
420,260
1,126
(569)
420,817
1,465
593,928
1,938
(6,970)
586,269
707,540
1,107
(1,067)
707,580
30,099
(154)
29,945
99,183
11
(1,048)
98,146
76,048
13
(96)
75,965
912,870
1,131
(2,365)
911,636
Total securities available for sale
1,506,798
3,069
(9,335)
The corporate securities held by the Company at March 31, 2025 and December 31, 2024, are issued by U.S. banking institutions. The CMOs held by the Company at March 31, 2025 and December 31, 2024, are either fully guaranteed or issued by a government sponsored enterprise.
The following tables detail the amortized cost and fair value of the Company’s securities classified as held-to-maturity and available for sale at March 31, 2025, 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.
-9-
Securities held-to-maturity:
Due after ten years
Mortgage-backed securities
Total securities held-to-maturity
Securities available for sale:
Due after one year through five years
56,323
54,411
Due after five years through ten years
224,382
221,888
285,904
282,119
566,609
558,418
The following tables show the Company’s securities without an allowance for credit losses 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 March 31, 2025
Less than 12 months
12 months or more
Count
(Dollars in thousands)
Held-to-maturity securities
Available for sale securities
4,730
1,445
(11)
3,285
(32)
88,522
20
224,043
116,425
(449)
107,618
(936)
34
317,295
117,870
(460)
199,425
(6,645)
15
168,597
136,779
(428)
31,818
(336)
3,506
19,575
18
191,678
156,354
(481)
35,324
(348)
52
508,973
274,224
(941)
234,749
(6,993)
-10-
At December 31, 2024
3,339
95,758
201,470
300,567
99,097
(6,401)
19
287,948
281,570
6,378
(131)
28,443
(134)
1,502
(20)
6
97,417
56,540
32
471,850
463,970
(2,214)
7,880
(151)
65
772,417
665,440
(2,783)
106,977
(6,552)
The Company reviewed all available for sale securities that had an unrealized loss at March 31, 2025 and December 31, 2024. 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. If the Company identifies any decline in the fair value due to credit loss factors and an evaluation indicates that a credit loss exists, then the present value of cash flows that is expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. All but one of these securities are rated investment grade or better, and all these securities have a long history of no credit losses. The Bank holds approximately $10 million of corporate debt from a New York based bank holding company that on February 6, 2024 was downgraded two levels to Ba2 (Moody’s non-investment grade). On March 1, 2024 the bond was downgraded four levels to B3 and then on March 15, 2024 the bond was upgraded one level to B2 and then upgraded again during the three months ended March 31, 2025 to B1. At this time, we do not consider the decline in fair value to be credit related given the underlying bond has not missed any payments and financial performance has not deteriorated to a level where the institution is not well capitalized. The Bank has placed the security on the watch list and will continue to monitor this risk position closely to determine if any action steps and valuation adjustments are required in the future. It is not anticipated that this security or any other available for sale security held at March 31, 2025 would be settled at a price that is less than the amortized cost of the Company’s investment.
In determining the risk of loss for available for sale securities, the Company considered that mortgage-backed securities are either fully guaranteed or issued by a government sponsored enterprise, which has a credit rating and perceived credit risk comparable to the U.S. government, and that issuers of the collateralized loan obligations (“CLO”) and the issuer of corporate securities are global systematically important banks. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. Based on this review, management believes that the unrealized losses have resulted from other factors not deemed credit-related and no allowance for credit loss was recorded.
The Company reviewed each held-to-maturity security as part of its quarterly Current Expected Credit Loss (“CECL”) process, resulting in an allowance for credit losses of $0.4 million at both March 31, 2025 and December 31, 2024.
-11-
It is the Company’s policy to exclude accrued interest receivable from the calculation of the allowance for credit losses on held-to-maturity and the valuation of available for sale securities. Accrued interest receivable on held-to-maturity securities totaled $0.1 million at both March 31, 2025 and December 31, 2024 and accrued interest receivable on available for sale debt securities totaled $8.0 million and $8.8 million at March 31, 2025 and December 31, 2024, respectively.
The following table presents the activity in the allowance for credit losses for debt securities available for sale.
Beginning balance
2,627
Provision (benefit)
Allowance for credit losses
The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity.
353
1,087
(3)
359
1,084
Realized gains and losses on the sales of securities are determined using the specific identification method. The Company did not sell any securities during the three months ended March 31, 2025 and 2024.
-12-
5. Loans
The following represents the composition of loans as of the dates indicated:
Multi-family residential
2,531,628
2,527,222
Commercial real estate
1,953,710
1,973,124
One-to-four family ― mixed-use property
501,562
511,222
One-to-four family ― residential
269,492
244,282
Construction
63,474
60,399
Small Business Administration
14,713
19,925
Commercial business and other
1,396,597
1,401,602
Net unamortized premiums and unearned loan fees
10,891
10,097
Total loans, net of fees and costs excluding portfolio layer basis adjustments
6,742,067
6,747,873
Unallocated portfolio layer basis adjustments (1)
(232)
(2,025)
Total loans, net of fees and costs
(1) This amount represents portfolio layer method basis adjustments related to loans hedged in a closed portfolio. Under GAAP portfolio layer method basis adjustments are not allocated to individual loans, however, the amounts impact the net loan balance. These basis adjustments would be allocated to the amortized cost of specific loans within the pool if the hedge was de-designated. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
Loans are reported at their outstanding principal balance net of any unearned income, charge-offs, deferred loan fees and costs on originated loans, certain market value adjustments related to hedging and unamortized premiums or discounts on purchased loans. Net loan origination costs and premiums or discounts on loans purchased are amortized into interest income over the contractual life of the loans using the level-yield method. Prepayment penalties received on loans which pay in full prior to their scheduled maturity are included in interest income in the period they are collected.
Interest on loans is recognized on an accrual basis. Accrued interest receivable totaled $46.7 million and $46.3 million at March 31, 2025 and December 31, 2024, respectively, and was included in “Interest and dividends receivable” on the Consolidated Statements of Financial Condition. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is likely to occur.
The allowance for credit losses (“ACL”) is an estimate that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial assets. Loans are charged off against the ACL when management believes that a loan balance is uncollectable based on quarterly analysis of credit risk.
The amount of the ACL is based upon a loss rate model that considers multiple factors which reflects management’s assessment of the credit quality of the loan portfolio. Management estimates the ACL balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The factors are both quantitative and qualitative in nature including, but not limited to, historical losses, economic conditions, trends in delinquencies, value and adequacy of underlying collateral, volume and portfolio mix, and internal loan processes. The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans.
-13-
The Company recorded a provision for credit losses on loans totaling $4.3 million and $0.6 million for the three months ended March 31, 2025 and 2024, respectively. The provision recorded during the three months ended March 31, 2025 was primarily related to one commercial business loan which lost its primary tenant. The provision recorded during the three months ended March 31, 2024, was primarily driven by an increased reserve on one non-accrual business loan. The ACL - loans totaled $40.0 million on March 31, 2025 compared to $40.2 million on December 31, 2024. On March 31, 2025, the ACL - loans represented 0.59% of gross loans and 86.5% of non-performing loans. On December 31, 2024, the ACL - loans represented 0.60% of gross loans and 120.5% of non-performing loans. During the three months ended March 31, 2025, four multifamily loans totaling $14.5 million became non-performing. At March 31, 2025, these loans have a combined average loan to value ratio of 62.7% and have been individually evaluated with no related allowance allocated.
The Company may modify loans to enable a borrower experiencing financial difficulties to continue making payments when it is deemed to be in the Company’s best long-term interest. When modifying a loan, an assessment of whether a borrower is experiencing financial difficulty is made on the date of modification. This modification may include reducing the loan interest rate, extending the loan term, any other-than-insignificant payment delay, principal forgiveness or any combination of these types of modifications. When such modifications are performed, a change to the allowance for credit losses is generally not required as the methodologies used to estimate the allowance already capture the effect of borrowers experiencing financial difficulty. On March 31, 2025, there were no commitments to lend additional funds to borrowers who have received a loan modification due to financial difficulty. There were no loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2025.
The following table shows loan modifications made to borrowers experiencing financial difficulty by type of modification granted during the period indicated:
For the three months ended March 31, 2024
Term Extension and Reduced Interest Rate
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Number
Amortized Cost Basis
% of Total Class of Financing Receivable
Financial Effect
378
Extended Maturity to August 2026 (3 months) and reduced the interest rate to zero percent
The following table shows the payment status at March 31, 2025, of borrowers experiencing financial difficulty for which a modification was granted within the last 12 months:
Payment Status of Borrowers Experiencing Financial Difficulty (Amortized Cost Basis)
Current
30-89 Days Past Due
90+ Days Past Due
Total Modified
7,473
32,682
8
40,163
-14-
The following tables show our non-accrual loans at amortized cost with no related allowance and interest income recognized for loans ninety days or more past due and still accruing for the periods shown below:
At or for the three months ended March 31, 2025
Non-accrual amortized cost beginning of the reporting period
Non-accrual amortized cost end of the reporting period
Non-accrual with no related allowance
Interest income recognized
Loans ninety days or more past due and still accruing
11,707
26,752
21,432
24
6,376
6,824
One-to-four family - mixed-use property
117
442
One-to-four family - residential
812
635
2,531
2,529
12,454
9,958
6,524
33,997
47,140
38,386
25
At or for the year ended December 31, 2024
3,640
6,476
1,005
4,670
2,576
11,768
6,046
23,659
22,358
-15-
The following is a summary of interest foregone on non-accrual loans for the periods indicated.
Interest income that would have been recognized had the loans performed in accordance with their original terms
820
604
Less: Interest income included in the results of operations
(25)
Total foregone interest
795
601
The following tables show the aging analysis of the amortized cost basis of loans at the period indicated by class of loans:
30 - 59 Days Past Due
60 - 89 Days Past Due
Greater than 90 Days
Total Past Due
Total Loans (1)
1,912
824
29,488
2,506,558
2,536,046
1,989
2,000
10,813
1,944,423
1,955,236
1,776
988
3,206
500,885
504,091
147
914
1,696
268,014
269,710
63,234
134
2,663
12,267
14,930
522
10,486
1,388,334
1,398,820
6,480
4,732
58,352
6,683,715
(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $0.2 million related to loans hedged in a closed pool. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
12,596
9,255
33,558
2,498,055
2,531,613
4,846
11,222
1,963,400
1,974,622
1,234
2,221
511,717
513,938
802
1,679
242,914
244,593
60,114
17,664
20,195
409
2,239
12,432
15,080
1,387,718
1,402,798
19,523
12,793
33,975
66,291
6,681,582
(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $2.0 million related to loans hedged in a closed pool. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
-16-
The following tables show the activity in the ACL on loans for the three-month periods ended:
One-to-four
Commercial
Multi-family
family - mixed-
family -
Small Business
business and
residential
real estate
use property
loans
Administration
other
13,145
9,288
1,623
759
371
1,523
13,443
40,152
Charge-offs
(5)
(4,466)
(4,471)
Recoveries
40
44
(573)
3,694
79
164
(171)
(362)
1,481
4,312
Ending balance
12,572
12,982
1,702
919
200
1,201
10,461
40,037
March 31, 2024
10,373
8,665
1,610
668
158
1,626
17,061
40,161
(14)
(44)
(58)
48
54
217
137
(27)
194
(2)
(225)
301
595
10,590
8,802
1,583
849
156
1,406
17,366
40,752
In accordance with our policy and the current regulatory guidelines, we designate loans as “Special Mention,” which are considered “Criticized Loans,” and “Substandard,” “Doubtful,” or “Loss,” which are considered “Classified Loans.” If a loan does not fall within one of the previously mentioned categories and management believes weakness is evident then we designate the loan as “Watch;” all other loans would be considered “Pass.” Loans that are non-accrual are designated as Substandard, Doubtful or Loss. These loan designations are updated quarterly. We designate a loan as Substandard when a well-defined weakness is identified that may jeopardize the orderly liquidation of the debt. We designate a loan as Doubtful when it displays the inherent weakness of a Substandard loan with the added provision that collection of the debt in full, on the basis of existing facts, is highly improbable. We designate a loan as Loss if it is deemed the debtor is incapable of repayment. The Company does not hold any loans designated as Loss, as loans that are designated as Loss are charged to the Allowance for Credit Losses. We designate a loan as Special Mention if the asset does not warrant classification within one of the other classifications but does contain a potential weakness that deserves closer attention.
-17-
The following tables summarize the various risk categories of mortgage and non-mortgage loans by loan portfolio segments and by class of loans by year of origination at the periods indicated below:
Revolving Loans
Amortized Cost
converted to
2023
2022
2021
Prior
Basis
term loans
Multi-family Residential
Pass
22,232
116,512
247,187
390,747
269,701
1,418,040
3,507
2,467,926
Watch
1,831
2,533
34,448
38,812
Special Mention
310
1,134
Substandard
14,555
699
12,920
28,174
Total Multi-family Residential
407,957
272,933
1,465,718
Commercial Real Estate
33,828
198,912
194,189
309,171
139,024
968,783
1,843,907
1,981
428
7,494
67,323
77,226
32,103
Total Commercial Real Estate
196,170
309,599
146,518
1,070,209
1-4 Family Mixed-Use Property
2,186
17,708
22,904
45,049
39,310
370,418
497,575
4,809
895
Total 1-4 Family Mixed-Use Property
376,934
1-4 Family Residential
13,073
64,512
32,546
6,664
132,012
5,792
8,221
262,820
492
250
2,974
5,181
972
39
1,011
260
438
698
Total 1-4 Family Residential
33,038
6,914
136,218
10,163
Gross charge-offs
18,238
42,542
60,780
2,454
Total Construction
1,321
1,785
1,155
3,191
1,039
2,862
11,353
813
29
1,691
1,044
2,735
Total Small Business Administration
2,730
4,748
Commercial Business
24,051
98,856
88,461
62,998
25,827
113,415
192,264
605,872
82
254
4,289
2,346
3,496
5,977
2,795
19,239
4,865
4,885
695
801
1,730
3,950
9,415
Doubtful
47
570
617
Total Commercial Business
24,133
99,805
93,551
67,630
29,323
121,142
204,444
640,028
462
2,619
1,366
4,447
Commercial Business - Secured by RE
30,575
67,577
44,048
168,607
123,086
291,494
726,162
8,640
1,278
18,121
28,039
532
3,939
Total Commercial Business - Secured by RE
76,217
124,364
314,086
758,672
50
70
120
Total Other
Total by Loan Type
Total Pass
114,193
514,423
662,456
1,012,309
622,889
3,297,074
244,950
6,476,515
Total Watch
8,894
6,270
5,097
15,051
134,465
174,119
Total Special Mention
4,758
12,940
Total Substandard
16,794
2,390
52,808
77,876
Total Doubtful
114,275
524,012
671,981
1,035,071
640,330
3,489,105
257,130
Total Gross charge-offs
1,390
4,471
(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $0.2 million related to loans hedged in a closed pool at March 31, 2025. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
-18-
2020
116,814
248,004
375,084
272,747
195,539
1,250,368
5,369
2,463,925
7,587
2,724
31,665
41,976
2,388
12,551
704
2,811
9,646
13,161
392,834
273,451
201,074
1,294,067
199,396
197,228
310,725
144,569
122,576
924,520
1,899,014
430
4,023
6,660
58,119
69,232
311,155
148,592
129,236
989,015
421
17,759
23,552
45,487
40,515
27,448
352,004
506,765
5,338
445
1,273
1,718
27,893
358,732
2,136
53,556
22,382
7,117
16,039
121,653
6,256
8,588
237,727
496
2,769
113
1,265
4,897
838
215
1,053
477
439
916
22,878
7,371
125,737
6,369
10,507
14
51
18,215
39,230
57,498
Watchlist
2,616
2,667
7,356
1,906
3,211
1,092
1,672
16,360
774
325
1,045
2,736
2,783
3,267
109,139
92,916
71,479
29,665
17,744
99,620
208,419
628,982
166
4,850
1,630
4,310
1,720
1,500
14,176
16
716
429
4,891
3,119
3,856
13,011
1,032
110,021
98,657
76,370
31,295
22,054
104,475
214,345
657,217
4,121
266
3,083
7,470
68,613
45,976
169,904
125,523
99,794
203,839
673
714,322
8,671
3,721
396
12,788
14,418
3,884
77,284
103,515
222,537
745,412
85
84
169
521,213
663,189
998,274
639,443
480,812
2,953,212
260,031
6,524,762
8,837
8,513
5,907
17,415
100,781
1,613
149,181
19,258
32,697
2,395
24,664
40,201
530,766
671,546
1,021,841
647,745
501,483
3,097,915
266,070
7,969
(1) The table above excludes the unallocated portfolio layer basis adjustments totaling $2.0 million related to loans hedged in a closed pool at December 31, 2024. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
-19-
Included within net loans were $2.0 million and $2.7 million at March 31, 2025 and December 31, 2024, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.
A loan is considered collateral dependent when the borrower is experiencing financial difficulties and repayment is expected to be substantially provided by the operation or sale of the collateral. The following table presents types of collateral-dependent loans by class of loans as of the periods indicated:
Collateral Type
Real Estate
Business Assets
6,019
8,570
38,592
8,548
11,101
Off-Balance Sheet Credit Losses
Also included within scope of the CECL standard are off-balance sheet loan commitments, which includes the unfunded portion of committed lines of credit and commitments “in-process”. Commitments “in‐process” reflect loans not in the Company’s books but rather negotiated loan / line of credit terms and rates that the Company has offered to customers and is committed to honoring. In reference to “in‐process” credits, the Company defines an unfunded commitment as a credit that has been offered to and accepted by a borrower, which has not closed and by which the obligation is not unconditionally cancellable.
On March 31, 2025, the Company had commitments to extend credit totaling $451.9 million.
The following table presents the activity in the allowance for off-balance sheet credit losses for the three months ended:
Balance at beginning of period
1,037
1,102
Provision (benefit) (1)
337
(106)
Allowance for Off-Balance Sheet - Credit losses (2)
1,374
996
(1) Included in “Other operating expenses” on the Consolidated Statements of Operations.
(2) Included in “Other liabilities” on the Consolidated Statements of Financial Condition.
-20-
6. Loans held for sale
Loans held for sale are carried at the lower of cost or estimated fair value. At March 31, 2025, the Bank had $29.6 million of performing multi-family loans held for sale net of a valuation allowance of $2.6 million. These loans are anticipated to close in the second quarter of 2025. At December 31, 2024, the Company had $70.1 million in performing multi-family loans held for sale net of a valuation allowance of $3.8 million. The valuation allowance in both periods represents the loss recorded to mark these loans down to the estimated price that could be obtained in a whole loan sale. The valuation allowance was recorded in net gain (loss) on sale of loans in the Consolidated Statements of Operations.
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 generally includes cash due upon the closing of the sale, no contingencies or recourse to the Company and servicing is released to the buyer.
The following tables show loans sold during the periods indicated:
For the three months ended March 31, 2025
Loans sold
Proceeds
Net charge-offs
Net gain (1)
Performing loans
12
35,388
3,274
5,804
434
17
44,466
Delinquent and non-performing loans
550
5,099
238
5,786
391
Net gain
1,551
55
971
1,288
9
(1) Does not include $0.2 million net loss on sale recorded to write-down performing mortgage loans to their anticipated sales price.
-21-
7. Leases
The Company has 32 operating leases for branches (including headquarters) and office spaces, one operating lease for a vehicle, and one operating lease for equipment. Our leases have remaining lease terms ranging from ten months to approximately 11 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of the lease term.
The Company has elected the short-term lease recognition exemption such that the Company will not recognize Right of Use (“ROU”) assets or lease liabilities for leases with a term of less than 12 months from the commencement date. The Company has three agreements in 2025 and two agreements in 2024 that qualified as short-term leases.
Certain leases have escalation clauses for operating expenses and real estate taxes, which are recorded as variable lease cost. The Company’s non-cancelable operating lease agreements expire through 2036.
Supplemental balance sheet information related to leases are as follows:
Operating lease ROU assets
Operating lease liabilities
Weighted-average remaining lease term-operating leases
7.2 years
7.3 years
Weighted average discount rate-operating leases
4.0%
-22-
The components of lease expense and cash flow information related to leases were as follows:
Line Item Presented
Lease Cost
Operating lease cost
2,319
2,236
Short-term lease cost
Professional services, Occupancy and equipment and other operating expenses
43
42
Variable lease cost
270
Total lease cost
2,692
2,567
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
2,511
2,452
Right-of-use assets obtained in exchange for new operating lease liabilities
The Company’s minimum annual rental payments for Bank facilities due under non-cancelable leases are as follows as of March 31, 2025:
Minimum Rental
Years ended December 31:
6,381
2026
9,808
2027
6,158
2028
5,928
2029
4,627
Thereafter
19,419
Total minimum payments required
52,321
Less: implied interest
(7,936)
Total lease obligations
8. Stock-Based Compensation
On May 29, 2024, stockholders approved the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”) to replace the 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2024 Plan is an “omnibus” stock plan that provides for a variety of equity award vehicles to maintain flexibility. The 2024 Plan, like the 2014 Plan, permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), and other stock-based awards. Currently, awards to employees primarily consist of RSUs and PRSUs and to Company directors of RSUs. The 2024 Plan authorizes the issuance of up to 974,000 shares. Although no further awards may be granted under the 2014 Plan, outstanding awards granted prior to February 29, 2024, will continue in accordance with their terms.
The Company has a long-term incentive compensation program for certain Company executive officers that includes grants of PRSUs in addition to time-based RSUs. Under the terms of the PRSU Agreement, the number of PRSUs that may be earned depends on the extent to which performance goals for the award are achieved over a three-year performance period, as determined by the Compensation Committee of the Board. The number of PRSUs that may be earned ranges
-23-
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. As of March 31, 2025, PRSUs granted in 2025 and 2024 are being accrued at target with no accrual for the 2023 PRSUs. The different levels of accrual are commensurate with the projected performance of the respective grant.
For the three months ended March 31, 2025 and 2024, the Company’s net income, as reported, included $0.5 million and $1.0 million, respectively, of stock-based compensation costs, as recorded in salaries and employee benefits on the Consolidated Statements of Operations, including the benefit or expense of phantom stock awards, and $0.2 million and $0.3 million, respectively, of income tax benefits related to the stock-based compensation plans.
During the three months ended March 31, 2025 and 2024 the Company granted 228,501 and 217,650 RSU awards and 71,700 and 67,350 PRSU awards, respectively. As of March 31, 2025, 637,949 shares were available for future issuance under the 2024 Omnibus Plan.
The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards and performance restricted stock units. Compensation cost is recognized over the vesting period of the award using the straight-line method. Forfeitures are recorded in the period they occur.
-24-
The following table summarizes the Company’s RSU and PRSU awards under the 2024 Omnibus Plan for the three months ended March 31, 2025:
RSU Awards
PRSU Awards
Weighted-Average
Grant-Date
Non-vested awards at December 31, 2024
322,796
18.91
83,160
17.42
Granted
228,501
14.44
71,700
14.56
Added (reduced) shares due to performance factor
(15,810)
19.99
Vested
(105,521)
17.79
Non-vested awards at March 31, 2025
445,776
16.89
139,050
15.65
Vested but unissued at March 31, 2025
150,132
19.02
As of March 31, 2025, there was $7.4 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 2.4 years. The total fair value of awards vested for the three months ended March 31, 2025 and 2024, was $1.1 million and $2.5 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 one year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.
The following table summarizes the Phantom Stock Plan at or for the three months ended March 31, 2025:
Phantom Stock Plan
Weighted-Average Fair Value
Outstanding at December 31, 2024
195,871
14.28
10,922
13.81
Distributions
(847)
14.24
Outstanding and vested at March 31, 2025
205,946
12.70
The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of ($0.3) million and ($0.7) million for the three months ended March 31, 2025 and 2024, respectively. The total fair value of the distributions from the Phantom Stock Plan was $12,000 and $21,000 for the three months ended March 31, 2025 and 2024, respectively.
-25-
9. Pension and Other Postretirement Benefit Plans
The following table sets forth information regarding the components of net expense for the pension and other postretirement benefit plans.
Three months ended
Employee Pension Plan:
Interest cost
203
Expected return on plan assets
(277)
(284)
Net employee pension benefit (1)
(74)
(90)
Outside Director Pension Plan:
Service cost
Amortization of unrecognized gain
(38)
Net outside director pension (benefit) expense (2)
Other Postretirement Benefit Plans:
38
115
96
(48)
(54)
Net other postretirement expense (1)
105
(1) Reported in the Consolidated Statements of Operations as part of salaries and employee benefits.
(2) Reported in the Consolidated Statements of Operations as part of other operating expenses.
The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2024 that it expects to contribute $0.1 million to the outside director pension plan (the “Outside Director Pension Plan”) and $0.3 million to the other postretirement benefit plans (the “Other Postretirement Benefit Plans”), during the year ending December 31, 2025. The Company does not expect to contribute to the employee pension plan during the year ending December 31, 2025. As of March 31, 2025, the Company had contributed $17,000 to the Other Postretirement Benefit Plans. As of March 31, 2025, the Company has not revised its expected contributions for the year ending December 31, 2025.
-26-
10. Fair Value of Financial Instruments
The Company carries certain financial assets and financial liabilities at fair value in accordance with GAAP which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not purchase or sell any financial assets or liabilities carried under the fair value option during the three months ended March 31, 2025 and 2024.
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 Operations – Net (loss) gain from fair value adjustments, at or for the periods ended as indicated:
Changes in Fair Values For Items Measured at Fair Value
Pursuant to Election of the Fair Value Option
Measurements at
Description
231
237
Other securities
13,634
13,355
188
(100)
Borrowed funds
(340)
(734)
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 Operations, 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 March 31, 2025 and December 31, 2024. The fair value of borrowed funds includes accrued interest payable of $0.4 million at both March 31, 2025 and December 31, 2024.
The Company generally holds its interest-earning assets to maturity and settles its liabilities at maturity. However, fair value estimates are made at a specific point in time and are based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Accordingly, as assumptions change, such as interest rates and prepayments, fair value estimates change, and these amounts may not necessarily be realized in an immediate sale.
Disclosure of fair value does not require fair value information for items that do not meet the definition of a financial instrument or certain other financial instruments specifically excluded from its requirements. These items include core deposit intangibles and other customer relationships, premises and equipment, leases, income taxes and equity.
Further, fair value disclosure does not attempt to value future income or business. These items may be material and accordingly, the fair value information presented does not purport to represent, nor should it be construed to represent, the underlying “market” or franchise value of the Company.
A description of the methods and significant assumptions utilized in estimating the fair value of the Company’s financial assets and liabilities that are carried at fair value on a recurring basis are as follows:
Level 1 – when quoted market prices are available in an active market. At March 31, 2025 and December 31, 2024, Level 1 included one mutual fund.
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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 March 31, 2025 and December 31, 2024, Level 2 included mortgage-backed securities, CLOs, corporate debt, municipals, and interest rate swaps.
Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At March 31, 2025 and December 31, 2024, Level 3 included trust preferred securities owned, and junior subordinated debentures issued by the Company, as well as municipal bonds.
The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies, assumptions, and models to determine fair value of certain financial instruments could produce different estimates of fair value at the reporting date.
The following table sets forth the Company’s assets and liabilities that are carried at fair value on a recurring basis, including those reported at fair value under the fair value option, and the level that was used to determine their fair value, at March 31, 2025 and December 31, 2024:
Quoted Prices
in Active Markets
Significant Other
for Identical Assets
Observable Inputs
Unobservable Inputs
Total carried at fair value
(Level 1)
(Level 2)
(Level 3)
on a recurring basis
Assets:
538,944
554,914
19,474
19,465
Derivatives
45,680
54,700
1,464,190
1,521,250
1,495,824
1,552,605
Liabilities:
Borrowings
25,219
20,396
74,322
69,191
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The following table sets forth the Company’s assets and liabilities that are carried at fair value on a recurring basis, classified within Level 3 of the valuation hierarchy for the periods indicated:
Trust preferred
Junior subordinated
securities
debentures
1,437
47,850
Net gain (loss) from fair value adjustment of financial assets (1)
10
23
Net (gain) loss from fair value adjustment of financial liabilities (1)
340
Increase (decrease) in accrued interest
(1)
(28)
(8)
Change in unrealized (gains) losses included in other comprehensive loss
(4)
45
1,460
48,622
Changes in unrealized gains (losses) held at period end
2,287
2,379
(1) Presented in the Consolidated Statements of Operations under net (loss) gain from fair value adjustments.
The following tables present the quantitative information about recurring Level 3 fair value of financial instruments and the fair value measurements at the periods indicated:
Valuation
Input
Weighted
Technique
Unobservable
Range
Average
Sales approach
Reduction for planned expedited disposal
n/a
Trust preferred securities
Discounted cash flows
Spread over 3-month SOFR
4.2
Junior subordinated debentures
4.3
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 March 31, 2025 and December 31, 2024, are the effective yields used in the cash flow models. Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement.
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The following table sets forth the Company’s assets and liabilities that are carried at fair value on a non-recurring basis and the level that was used to determine their fair value at March 31, 2025 and December 31, 2024:
on a non-recurring basis
Impaired loans
30,470
16,784
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:
Valuation Technique
Unobservable Input
Weighted Average
3,924
Income approach
Capitalization rate
4.8% to 6.5
5.90
3,505
Adjustment to sales comparison value
-
15.0
1,647
Discounted Cashflow
Discount Rate
9.3
Probability of Default
25.0
21,394
Blended income and sales approach
-25.0% to 10.0
(7.5)
5.5
2,453
9.3% to 10.0
9.5
25.0% to 50.0
33.2
10,210
5.7
The weighted average for unobservable inputs for collateral-dependent loans is based on the relative fair value of the loans.
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The Company did not have any liabilities that were carried at fair value on a non-recurring basis at March 31, 2025 and December 31, 2024.
The methods and assumptions used to estimate fair value at March 31, 2025 and December 31, 2024 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 impaired loans, fair value is generally estimated by discounting management’s estimate of future cash flows with a discount rate commensurate with the risk associated with such assets or, for collateral dependent loans, 85% of the appraised or internally estimated value of the property. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.
Junior Subordinated Debentures:
The fair value of the junior subordinated debentures was developed using a credit spread based on stated spreads for recently issued subordinated debt instruments for issuers of similar asset size and credit quality of the Company and with similar durations adjusting for differences in the junior subordinated debt’s credit rating, liquidity, and time to maturity. The unrealized net gain/loss attributable to changes in our own credit risk was determined by adjusting the fair value as determined in the proceeding sentence by the average rate of default on debt instruments with a similar debt rating as our junior subordinated debentures, with the difference from the original calculation and this calculation resulting in the instrument-specific unrealized gain/loss.
Derivatives:
The fair value of interest rate swaps is based upon broker quotes.
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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:
Fair
Value
Level 1
Level 2
Level 3
Cash and due from banks
Securities held-to-maturity
Securities available for sale
6,496,787
FHLB-NY stock
Accrued interest receivable
7,718,218
7,702,976
5,126,192
2,576,784
Borrowed Funds
396,718
347,615
Accrued interest payable
12,609
6,506,439
7,178,933
7,148,847
4,528,769
2,620,078
887,312
838,517
12,275
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11. Derivative Financial Instruments
At March 31, 2025, the Company’s derivative financial instruments consisted of interest rate swaps and interest rate floor options. At December 31, 2024, the Company’s derivative financial instruments consisted of interest rate swaps. At March 31, 2025, the Company’s derivatives are used for four purposes: 1) to mitigate the Company’s exposure to rising interest rates on certain fixed rate loans with a notional amount of $793.8 million and $695.6 million of swaps outstanding at March 31, 2025 and December 31, 2024, respectively; 2) to facilitate risk management strategies for our loan customers with $1.0 billion of swaps outstanding, which include $503.0 million each with customers and bank counterparties at March 31, 2025 and $973.9 million of swaps outstanding, which include $486.9 million each with customers and bank counterparties at December 31, 2024; 3) to mitigate exposure to rising interest rates on certain short-term advances and brokered deposits with $950.8 million of swaps outstanding at March 31, 2025 and December 31, 2024; and 4) to mitigate the Company’s exposure to decreasing interest rates on a portion of its adjustable rate loan portfolio with a notional amount of $100.0 million of interest rate floor options outstanding at March 31, 2025. There were no interest rate floor options outstanding at December 31, 2024.
At March 31, 2025 and December 31, 2024, the Company maintained portfolio layer hedges on a closed portfolio of loans with a notional amount of $600.0 million and $500.0 million, respectively.
For non-portfolio layer method fair value hedges, the hedge basis (the amount of the change in fair value) is added to (or subtracted from) the carrying amount of the hedged item. For portfolio layer method hedges, the hedge basis does not adjust the carrying value of the hedged item and is instead maintained on a closed portfolio basis. These basis adjustments would be allocated to the amortized cost of specific loans within the pools if the hedges were de-designated.
At March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, derivatives with a combined notional amount of $1.0 billion and $973.9 million, respectively, were not designated as hedges. At March 31, 2025 and December 31, 2024, derivatives with a combined notional amount of $793.8 million and $695.6 million, respectively, were designated as fair value hedges. At March 31, 2025 and December 31, 2024, derivatives with a combined notional amount of $1.1 billion and $950.8 million, respectively, were designated as cash flow hedges.
For cash flow hedges, the changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss), net of tax. Amounts in accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged forecasted transaction affected earnings. During the three months ended March 31, 2025 and 2024, $4.5 million and $6.9 million in reduced expense, respectively, was reclassified from accumulated other comprehensive income (loss) to interest expense. The estimated amount to be reclassified in the next 12 months out of accumulated other comprehensive income (loss) into earnings is $6.2 million in reduced expense.
A portion of the reduced expense is driven by the amortization of income from terminated cash flow hedges. This income is amortized over the remaining original terms of terminated cash flow hedges. During the three months ended March 31, 2025, there were no cashflow hedges terminated. During the three months ended March 31, 2024, the Company terminated seven cash flow hedges with a combined notional value of $420.8 million, resulting in a net gain of $1.7 million. During the three months ended March 31, 2025 and 2024, income from the amortization of terminated cash flow hedges totaled $0.2 million and $0.8 million, respectively.
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The following table sets forth information regarding the Company’s derivative financial instruments at the periods indicated:
Notional
Fair Value (1)
Cash flow hedges:
Interest rate swaps (deposits)
530,000
5,370
420,750
1,059
Interest rate floor options (loans)
100,000
1,327
Fair value hedges:
Interest rate swaps (loans)
493,799
15,612
300,000
789
Non hedge:
502,972
23,371
1,626,771
1,223,722
950,750
14,686
560,587
19,812
135,000
486,929
20,202
1,998,266
621,929
(1) Derivatives in a positive position are recorded as “Other assets” and derivatives in a negative position are recorded as “Other liabilities” in the Consolidated Statements of Financial Condition.
The following table presents information regarding the Company’s fair value hedged items for the periods indicated:
Cumulative Amount
of the Fair Value Hedging Adjustment
Line Item in the Consolidated Statement
Carrying Amount of the
Included in the Carrying Amount of
of Financial Condition in Which
Hedged
the Hedged
the Hedged Item Is Included
Assets/(Liabilities)
Loans
88,948
76,882
1,732
(11,015)
83,065
62,843
999
(4,009)
Commercial business
26,600
39,500
304
(3,113)
198,613
179,225
3,035
(18,137)
Portfolio Layer
Loans held for Investment (1)
600,000
500,000
(1) Carrying amount represents the amortized cost of the portfolio layer method closed portfolio at March 31, 2025 and December 31, 2024, totaling $2.3 billion and $2.4 billion, respectively. The cumulative amount of basis adjustments at March 31, 2025 and December 31, 2024 were $0.2 million and $2.0 million, respectively.
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The following table sets forth the effect of derivative instruments on the Consolidated Statements of Operations for the periods indicated:
Affected Line Item in the Statements
Where Net Income is Presented
Financial Derivatives:
Interest rate swaps - fair value hedge (loans)
1,946
3,587
Interest rate swaps - fair value hedge (securities)
Interest and dividends on securities
949
Interest rate swaps - non hedge (municipal deposit)
Interest expense - Deposits
Interest rate swaps - cash flow hedge (short-term advances)
364
Interest rate swaps - cash flow hedge (brokered deposits)
4,544
6,498
Interest rate floor options - cash flow hedge (loans)
Total net income (expense) from the effects of derivative instruments
6,478
11,399
The Company’s derivatives are subject to master netting arrangements between the Company and its designated counterparties. The Company has not made a policy election to offset its derivative positions. The interest rate swaps with borrowers are cross collateralized with the underlying loan and, therefore, there is no posted collateral. Interest rate swap agreements with third-party counterparties contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount and receive collateral for agreements in a net asset position.
The following table presents the effect of the master netting arrangements on the presentation of the derivative assets and liabilities in the Consolidated Statements of Financial Condition as of the dates indicated
Gross Amount
Net Amount
Gross Amounts
Offset in Statement of
Presented in Statement of
Financial
Cash
Recognized
Financial Condition
Instruments
Collateral
Interest rate swaps
44,353
(25,225)
19,128
Interest rate floor options
(47,665)
7,035
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12. Accumulated Other Comprehensive Income (Loss):
The following tables set forth the changes in accumulated other comprehensive income (loss) by component for the periods indicated:
Unrealized Gains
(Losses) on
Available for Sale
Cash flow
Defined Benefit
Option Elected
Securities
Hedges
Pension Items
on Liabilities
Beginning balance, net of tax
(4,331)
10,728
(848)
1,584
Other comprehensive income (loss) before reclassifications, net of tax
(4,131)
(1,258)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
(3,130)
(3,180)
Net current period other comprehensive income (loss), net of tax
Ending balance, net of tax
(1,460)
3,467
(898)
1,586
(54,744)
14,796
(381)
1,678
7,628
(4,730)
(4,793)
(54,916)
17,897
(444)
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The following tables set forth significant amounts reclassified from accumulated other comprehensive income (loss) by component for the periods indicated:
Amounts Reclassified from
Details about Accumulated Other
Affected Line Item in the Statement
Comprehensive Income Components
Comprehensive Income (Loss)
Where Net Income (Loss) is Presented
Interest rate swaps benefit (expense)
Interest rate floor options benefit (expense)
4,532
Total before tax
(1,402)
3,130
Amortization of defined benefit pension items:
Actuarial losses benefit (expense)
73
Other operating expense
(23)
6,862
(2,132)
92
(29)
63
(1) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost. See Note 9 (“Pension and Other Postretirement Benefit Plans”) of the Notes to the Consolidated Financial Statements for additional information.
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13. Regulatory Capital
Under current capital regulations, the Bank is required to comply with four separate capital adequacy standards and a Capital Conservation Buffer (“CCB”). As of March 31, 2025, the Bank continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Bank was 5.36% and 5.11% at March 31, 2025 and December 31, 2024, respectively.
Set forth below is a summary of the Bank’s compliance with banking regulatory capital standards.
Percent of
Tier I (leverage) capital:
Capital level
856,082
9.56
847,588
9.31
Requirement to be well-capitalized
447,823
5.00
455,335
Excess
408,259
4.56
392,253
4.31
Common Equity Tier I risk-based capital:
12.74
12.51
436,787
6.50
440,259
419,295
6.24
407,329
6.01
Tier I risk-based capital:
537,584
8.00
541,857
318,498
4.74
305,731
4.51
Total risk-based capital:
896,836
13.35
887,902
13.11
671,980
10.00
677,321
224,856
3.35
210,581
3.11
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The Company is subject to the same regulatory capital requirements as the Bank. As of March 31, 2025, the 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 Company at March 31, 2025 and December 31, 2024 was 4.88% and 4.82%, respectively.
Set forth below is a summary of the Company’s compliance with banking regulatory capital standards.
730,950
8.12
731,958
8.04
450,311
455,297
280,639
3.12
276,661
3.04
683,670
10.17
685,004
10.13
436,754
439,533
246,916
3.67
245,471
3.63
10.88
10.82
537,543
540,964
193,407
2.88
190,994
2.82
961,704
14.31
962,272
14.23
671,929
676,205
289,775
286,067
4.23
14. Segment Reporting
The Company operates as a single unit, therefore, for the purpose of segment reporting we consider the Company as a single reportable segment, a community bank. The Bank revenues are derived principally from interest on loans, our mortgage-backed securities portfolio, and interest and dividends on other investments in our securities portfolio. We also generate non-interest income from loan fees, service charges on deposit accounts, mortgage servicing fees, and other fees, income earned on BOLI, dividends on FHLB-NY stock and net gains and losses on sales of securities and loans.
The Bank’s chief operating decision maker (“CODM”) is the senior executive committee that includes the chief executive officer, chief financial officer, and the chief operating officer. The CODM uses net income (loss) as the measure of segment performance to evaluate the income generated from assets (return on assets) and to evaluate how efficiently the Company leverages its shareholders equity (return on equity) in deciding the most appropriate avenue to reinvest profits.
As we consider the entire entity as one operating segment, please see the Consolidated Statements of Operations for the measure of segment performance, net income (loss) and significant segment expenses. Segment assets are consistent with total assets as presented on the Consolidated Statements of Financial Condition.
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The following table presents consolidated net income (loss) and other important metrics the CODM will use to evaluate the operations of the Company:
Return on average assets
(0.43)
0.17
Return on average equity
(5.36)
2.20
Book value per common share
20.81
23.04
15. New Authoritative Accounting Pronouncements
Accounting Standards: Adopted in 2025
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This ASU requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU requires all entities disclose on an annual basis (1) the amount of income taxes paid, disaggregated by federal, state and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal or greater than five percent of total income taxes paid. The ASU also requires that all entities disclose (1) income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic or foreign and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state and foreign. This ASU is effective for public business entities for annual periods beginning after December 15, 2024. On January 1, 2025, the Company adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, greater disaggregation of information in the income tax rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. This ASU affects financial statement disclosure only, which is not required until year end 2025 and, as a result, does not affect our results of operations or financial condition.
Accounting Standards: Pending Adoption
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40)”. This ASU requires that public business entities on an interim and annual basis (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption, which relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a) - (e). (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This ASU is effective for public business entities for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. We are currently evaluating if the adoption of this ASU will have a material effect on our consolidated financial statements.
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Management’s Discussion and Analysis of
Financial Condition and Results of Operations
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.
As used in this Quarterly Report, the words “we,” “us,” “our” and the “Company” are used to refer to Flushing Financial Corporation and its direct and indirect wholly owned subsidiaries, Flushing Bank (the “Bank”), Flushing Service Corporation, and FSB Properties Inc.
Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2024. 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-chartered commercial bank. The Bank’s primary regulator is the New York State Department of Financial Services, and its primary federal regulator is the Federal Deposit Insurance Corporation (“FDIC”). Deposits are insured to the maximum allowable amount by the FDIC. Additionally, the Bank is a member of the Federal Home Loan Bank system. The primary business of Flushing Financial Corporation has been the operation of the Bank. At March 31, 2025, the Bank owns two subsidiaries: Flushing Service Corporation and FSB Properties Inc. The Bank also operates an internet branch, which operates under the brands of iGObanking.com® and BankPurely® (the “Internet Branch”). The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the Bank, issuances of subordinated debt, junior subordinated debt, and issuances of equity securities. Flushing Financial Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”
Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) Small Business Administration (“SBA”) loans and other small business loans; (3) construction loans; (4) mortgage loan surrogates such as mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities. We also originate certain other consumer loans including overdraft lines of credit. Our results of operations depend primarily on net interest income, which is the difference between the income earned on our interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our net interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of
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interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. We also generate non-interest income primarily from loan fees, service charges on deposit accounts, and other fees, income earned on Bank Owned Life Insurance (“BOLI”), dividends on Federal Home Loan Bank of New York (“FHLB-NY”) stock and net gains and losses on sales of securities and loans. Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations can also be significantly affected by changes in the fair value of financial assets and financial liabilities for which changes in value are recorded through earnings and our periodic provision for credit losses.
Our investment policy, which is approved by the Board of Directors, is designed primarily to manage the interest rate sensitivity of our overall assets and liabilities, to generate a favorable return without incurring undue interest rate risk and credit risk, to complement our lending activities and to provide and maintain liquidity. In establishing our investment strategies, we consider our business and growth strategies, the economic environment, our interest rate risk exposure, our interest rate sensitivity “gap” position, the types of securities to be held and other factors. We classify our investment securities as available for sale or held-to-maturity.
We carry a portion of our financial assets and financial liabilities under the fair value option and record changes in their fair value through earnings in non-interest income on our Consolidated Statements of Operations and Comprehensive Income. A description of the financial assets and financial liabilities that are carried at fair value through earnings can be found in Note 10 (“Fair Value of Financial Instruments”) of the Notes to the Consolidated Financial Statements.
For the three months ended March 31, 2025, we reported a net (loss) of ($9.8) million, or ($0.29) per diluted common share, a decrease of $13.5 million, or 365.9% from net income of $3.7 million, or $0.12 per diluted common share earned in the three months ended March 31, 2024. The decrease in net income was primarily driven by a non-cash, non-tax deductible goodwill impairment charge of $17.6 million in the current quarter.
Goodwill is presumed to have an indefinite life and is tested for impairment, rather than amortized, on at least an annual basis. The Company identified the economic uncertainty resulting from the recent tariff increases by the United States on many of its trading partners in conjunction with the prolonged decline in the Company’s stock price as a triggering event as of March 31, 2025. As such, the Company initiated a quantitative impairment test which indicated goodwill acquired in prior transactions was fully impaired as of March 31, 2025, resulting in the Company recording an impairment charge of the entire goodwill balance of $17.6 million.
During the three months ended March 31, 2025, the net interest margin increased 45 basis points to 2.51% from 2.06% in the three months ended March 31, 2024. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual and delinquent loans, net gains (losses) from fair value adjustments on hedges, and purchase accounting adjustments, the net interest margin increased 47 basis points to 2.48% for the three months ended March 31, 2025, from 2.01% for the three months ended March 31, 2024.
Approximately 90% of our loan portfolio is collateralized by real estate with an average loan to value of less than 35%. We have a long history and foundation built upon disciplined underwriting, strong credit quality, and a resilient seasoned loan portfolio with solid asset protection. At March 31, 2025, our allowance for credit losses (“ACL”) to gross loans stood at 0.59% and our ACL to non-performing loans was 86.5%. Non-performing assets at the end of the quarter were 0.71% of total assets.
The Bank and Company remain well-capitalized under current capital regulations of the FDIC and the Federal Reserve Board, respectively, and are subject to similar regulatory capital requirements. See Note 13 (“Regulatory Capital”) of the Notes to the Consolidated Financial Statements.
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The following table presents operating data highlights for the periods indicated:
Quarterly operating data:
Dividends per common share
0.22
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
General. Net (loss) income for the three months ended March 31, 2025 was ($9.8) million, a decrease of $13.5 million, or 365.9%, from $3.7 million for the three months ended March 31, 2024. Diluted (loss) earnings per common share was ($0.29) for the three months ended March 31, 2025, a decrease of $0.41, or 341.7%, from $0.12 for the three months ended March 31, 2024. Return on average equity was (5.36%) for the three months ended March 31, 2025 compared to 2.20% for the three months ended March 31, 2024. Return on average assets was (0.43%) for the three months ended March 31, 2025 compared to 0.17% for the three months ended March 31, 2024.
The primary reason for the decreases in net income, diluted earnings per share, return on average assets and return on average equity was due to the Company recording a non-cash, non-tax deductible impairment charge on its entire goodwill balance totaling $17.6 million during the three months ended March 31, 2025.
Interest Income. Interest and dividend income increased $7.0 million, or 6.4%, to $116.5 million for the three months ended March 31, 2025, from $109.5 million for the three months ended March 31, 2024. The increase in interest income was primarily attributable to the 19 basis point increase in the yield on interest-earning assets to 5.51% for the three months ended March 31, 2025, compared to 5.32% for the three months ended March 31, 2024, coupled with the average balance of total interest-earning assets increasing $233.8 million from the comparable prior year period. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual and delinquent loans, net gains (losses) from fair value adjustments on hedges, and purchase accounting adjustments, the yield on total interest-earning assets increased 21 basis points to 5.48% for the three months ended March 31, 2025, from 5.27% for the three months ended March 31, 2024.
Interest Expense. Interest expense decreased $3.6 million, or 5.3%, to $63.5 million for the three months ended March 31, 2025, from $67.1 million for the three months ended March 31, 2024. The decline in interest expense was primarily due to the average cost of interest-bearing liabilities decreasing 33 basis points to 3.50% for the three months ended March 31, 2025, from 3.83% for the three months ended March 31, 2024, partially offset by the average balance of interest-bearing liabilities increasing $246.2 million to $7,261.1 million for the three months ended March 31, 2025, from $7,014.9 million for the comparable prior year period.
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Net Interest Income. Net interest income for the three months ended March 31, 2025, was $53.0 million, an increase of $10.6 million, or 25.0%, from $42.4 million for the three months ended March 31, 2024. The increase in net interest income was driven by an increase in the net interest margin of 45 basis points to 2.51% for the three months ended March 31, 2025, from 2.06% for the three months ended March 31 2024. Included in net interest income for the three months ended March 31, 2025 and 2024, was prepayment penalty income and net recovered interest from non-accrual and delinquent loans totaling $0.3 million and $0.7 million, respectively, net gains and (losses) from fair value adjustments on hedges totaling $0.1 million and ($0.2) million, respectively, and purchase accounting income of $0.3 million for both the three months ended March 31, 2025 and 2024. Excluding all of these items, the net interest margin for the three months ended March 31, 2025, was 2.48%, an increase of 47 basis points, from 2.01% for the three months ended March 31, 2024.
Provision for Credit Losses. During the three months ended March 31, 2025, the provision for credit losses was $4.3 million compared to $0.6 million for the three months ended March 31, 2024. The provision recorded during the three months ended March 31, 2025 was primarily related to one commercial business loan which lost its primary tenant. The current average loan-to-value ratio for our non-performing assets collateralized by real estate was 61.4% at March 31, 2025. The Bank continues to maintain conservative underwriting standards.
Non-Interest Income. Non-interest income for the three months ended March 31, 2025, was $5.1 million, an increase of $2.0 million, or 64.5% from $3.1 million in the prior year comparable period. The increase was primarily due to lower net losses from fair value adjustments totaling $0.2 million for the three months ended March 31, 2025, compared to net losses of $0.8 million recorded in the prior year comparable period.
Non-Interest Expense. Non-interest expense for the three months ended March 31, 2025, was $59.7 million, an increase of $19.8 million, or 49.6%, from $39.9 million for the three months ended March 31, 2024. The increase was primarily due to the recording of a non-cash non-tax deductible goodwill impairment charge of approximately $17.6 million during the three months ended March 31, 2025.
Income before Income Taxes. Income (loss) before income taxes for the three months ended March 31, 2025, was ($5.9) million, a decrease of $10.9 million, or 218.7%, from $5.0 million for the three months ended March 31, 2024 for the reasons discussed above.
Provision for Income Taxes. The provision for income taxes was $3.9 million for the three months ended March 31, 2025, an increase of $2.6 million, or 194.4%, from $1.3 million for the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2025 was (65.2%) compared to 26.3% for the three months ended March 31, 2024. The higher effective tax rate for the three months ended March 31, 2025 was primarily related to the non-tax deductible goodwill impairment and income tax audits.
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FINANCIAL CONDITION
Assets. Total assets at March 31, 2025, were $9,008.4 million, a decrease of $30.6 million, or 0.3%, from $9,039.0 million at December 31, 2024. The decrease in total assets was mainly due to available for sale securities decreasing $47.8 million, or 3.2%, to $1,450.1 million. Total net loans held for investment decreased $3.9 million, or 0.1%, during the three months ended March 31, 2025, to $6,701.8 million from $6,705.7 million at December 31, 2024. Loan originations and purchases were $174.1 million for the three months ended March 31, 2025, an increase of $44.1 million, or 33.9%, from $130.0 million for the three months ended March 31, 2024. The loan pipeline was $211.4 million at March 31, 2025, compared to $198.9 million at December 31, 2024.
The following table shows loan originations and purchases for the periods indicated:
21,183
11,805
22,916
10,040
One-to-four family – mixed-use property
1,842
750
One-to-four family – residential (1)
35,206
52,539
3,275
1,895
1,250
Commercial business and other (2)
88,404
52,955
174,076
129,984
(1) Includes purchases of $35.1 million and $52.3 million for the three months ended March 31, 2025 and 2024, respectively.
(2) Includes purchases of $23.2 million and $23.5 million for the three months ended March 31, 2025 and 2024, 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 March 31, 2025 had an average loan-to-value ratio of 35.3% and an average debt coverage ratio of 229.0%.
Non-performing assets totaled $64.3 million at March 31, 2025, an increase of $12.9 million, or 25.2% from December 31, 2024. Total non-performing assets as a percentage of total assets were 0.71% at March 31, 2025 compared to 0.57% at December 31, 2024. The ratio of ACL – loans to total non-performing loans was 86.5% at March 31, 2025 compared to 120.5% at December 31, 2024. During the three months ended March 31, 2025, four multifamily loans totaling $14.5 million became non-performing. At March 31, 2025, these loans have a combined average loan to value ratio of 62.7% and have been individually evaluated with no related allowance allocated.
During the three months ended March 31, 2025, mortgage-backed securities decreased $32.1 million, or 3.5%, to $887.4 million from $919.5 million at December 31, 2024. The decrease during the three months ended March 31, 2025 was primarily due to principal repayments totaling $36.9 million, partially offset by an improvement in the securities fair value totaling $4.7 million.
During the three months ended March 31, 2025, other securities decreased $16.0 million, or 2.5%, to $613.9 million from $629.9 million at December 31, 2024. The decrease in other securities during the three months ended March 31, 2025, was primarily due to calls totaling $14.1 million coupled with principal repayments totaling $1.1 million. At March 31, 2025, other securities primarily consisted of securities issued by mutual or bond funds, government agency securities, municipal bonds, corporate bonds, and CLOs.
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Liabilities. Total liabilities were $8,305.5 million at March 31, 2025, a decrease of $8.9 million, or 0.1%, from $8,314.4 million at December 31, 2024. During the three months ended March 31, 2025, due to depositors increased $502.6 million, or 7.1%, to $7,628.5 million primarily due to increases in NOW accounts of $539.4 million, or 29.1%. At March 31, 2025, the Company had uninsured deposits totaling $2.7 billion, or 35.1% of deposits with $1.5 billion fully collateralized by some other method leaving uninsured and uncollateralized deposits totaling $1.2 billion or 15.7% of deposits. Uninsured deposits are greatly influenced by our government deposit portfolio. These deposits fluctuate at times that affect both the uninsured deposit levels and other sources of liquidity used. Borrowed funds decreased $494.5 million, or 54.0%, during the three months ended March 31, 2025, primarily because the increase in deposits was used to repay borrowed funds at maturity.
Total deposits at the periods shown and the weighted average rate on deposits at March 31, 2025 and December 31, 2024, are as follows:
Nominal Rate
2025 (1)
Interest-bearing deposits:
Certificates of deposit accounts
2,592,026
2,650,164
4.15
Savings accounts
97,624
98,964
0.46
Money market accounts
1,681,608
1,686,109
3.64
NOW accounts
2,393,482
1,854,069
3.51
Total interest-bearing deposits
Non-interest bearing demand deposits
Total due to depositors
0.27
Total deposits
(1) The weighted average rate does not reflect the benefit of interest rate swaps.
Included in deposits were brokered deposits totaling $1,350.2 million, an increase of $31.2 million from $1,319.0 million at December 31, 2024. We utilize brokered deposits as an additional funding source, to assist in the management of our interest rate risk and as an underlying funding source for a portion of our interest rate swaps. We obtain brokered certificates of deposit as a wholesale funding source when the interest rate on these deposits are below other wholesale options, or to extend the maturities of our deposits. Brokered deposits generally have a higher beta than our retail deposits as the interest rates are typically more sensitive to changes in the federal funds rates. A portion of our brokered certificates of deposit are hedged against rising interest rates using interest rate swaps. At both March 31, 2025 and December 31, 2024, $875.8 million of brokered certificates of deposits were hedged using interest rate swaps. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements. Brokered deposits obtained by the Bank are generally fully FDIC insured. At March 31, 2025, and December 31, 2024, the Bank did not hold any uninsured brokered deposits.
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The following table shows the composition of brokered deposits at the periods indicated:
300,525
151,387
9,473
73,622
Certificates of deposit
1,040,244
1,093,996
Total brokered deposits
1,350,242
1,319,005
Interest expense on brokered deposits is summarized as follows for the periods indicated:
1,480
144
491
526
6,946
4,966
Total interest expense on brokered deposits
8,917
5,636
Equity. Total stockholders’ equity was $702.9 million at March 31, 2025, a decrease of $21.7 million, or 3.0%, from $724.5 million at December 31, 2024. Stockholders’ equity decreased primarily due to a net loss totaling $9.8 million, the declaration and payment of dividends on the Company’s common stock of $0.22 per common share totaling $7.5 million, and a decrease of $4.4 million in other comprehensive income (loss). Book value per common share was $20.81 at March 31, 2025, compared to $21.53 at December 31, 2024.
Liquidity. Liquidity is the ability to economically meet current and future financial obligations. The Company’s primary objectives in terms of managing liquidity are to maintain the ability to originate and purchase loans and securities, repay borrowings as they mature, satisfy financial obligations that arise in the normal course of business and meet our customer’s deposit withdrawal needs. Our primary sources of funds are deposits, borrowings, principal and interest payments on loans, mortgage-backed and other securities, and proceeds from sales of securities and loans. Deposit flows and mortgage prepayments, however, are greatly influenced by the level of interest rates, economic conditions, and competition. The Company has other sources of liquidity, including unsecured overnight lines of credit, brokered deposits and other types of borrowings. At March 31, 2025, the Company had $4.0 billion in combined available liquidity through cash lines with the FHLB-NY, Federal Reserve and other commercial banks, as well as unencumbered securities compared to $3.6 billion at December 31, 2024.
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The following tables present the Company’s available liquidity by source at the periods indicated:
Available
Used
Availability
(In millions)
Internal Sources:
Unencumbered Securities
838.1
Interest Earnings Deposits
187.0
External Sources:
Federal Home Loan Bank
2,714.1
1,908.6
805.5
Federal Reserve Bank
1,604.1
Other Banks
537.0
Total Liquidity
5,880.3
3,971.7
954.3
57.4
2,730.3
2,034.7
695.6
1,528.9
379.0
50.0
329.0
5,649.9
2,084.7
3,565.2
Liquidity management is both a short and long-term function of business management. During 2025, funds were provided by the Company’s operating, investing and financing activities. The largest use of funds during 2025 was the repayment of $495.0 million in short-term borrowed funds which was funded by an increase of $502.4 million in due to depositors. Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and federal funds sold with original maturities of 90 days or less. The level of these assets is dependent on our operating, financing, lending, and investing activities during any given period. At March 31, 2025, cash and cash equivalents totaled $271.9 million, an increase of $119.3 million, or 78.2% from $152.6 million, at December 31, 2024. A portion of our cash and cash equivalents is restricted cash held as collateral for interest rate swaps. At March 31, 2025, and December 31, 2024, restricted cash totaled $25.2 million and $43.2 million, respectively.
INTEREST RATE RISK
Interest rate risk is the impact on earnings and capital from changes in interest rates. Interest rate risk exists because our interest-earning assets and interest-bearing liabilities may mature or reprice at different times or by different amounts. We assess interest rate risk by comparing the results of several income and capital simulations scenarios to the base case compared to scenarios with changes in interest rates, degree of change over time, speed of change, and changes in the shape of the yield curve. These scenarios have assumptions including loan originations, investment securities purchases and sales, prepayment rates on loans and investment securities, deposit flows, and mix and pricing decisions.
Asset/Liability Management. Asset/liability management involves assessing, monitoring and managing interest rate risk. The asset liability committee (“ALCO”) and the Investment Committee of the Board of Directors (“Board ALCO”) have primary oversight responsibility of interest rate risk. The actions and activities of the Board ALCO are dictated by the “ALCO and Investment Committee Charter” of the Company Board of Directors (the “Charter”). The Board ALCO has established policy limits for changes of net interest income and the economic value of equity under various scenarios and liquidity risk limits to ensure the Company has sufficient liquid assets to meet its short-term obligations, even during
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periods of financial stress and is reviewed no less frequently than quarterly. The ALCO policy and oversight is interconnected to the Company’s capital plan.
The Board ALCO reviews simulations of various interest rate scenarios to assess the potential impact on the Company’s balance sheet and income statement. The model employed by the Company uses a statistic balance sheet as of the date the modeling is being generated. The limitation to this model is that unexpected events may not be captured in the output. The model is validated no less frequently than annually with the variables in the model subjected to annual stress tests. In addition, the interest rate risk model is back-tested no less frequently than annually to ensure the model remains consistent with actual results. The information from the interest rate risk modeling allows the Board ALCO to assess the potential impact of interest rate changes on the Company’s profitability and future earnings.
The interest rate risk scenarios affect the position the Company may take with the pricing of assets and liabilities.
Models are inherently imperfect and subject to assumptions and limitations. The model output is affected by the data quality and the assumptions used. The Company uses both internal and external inputs into the model. The market interest rates are obtained from the Federal Reserve World Interest Rate Probabilities (“WIRP”) curve and may be adjusted by the management level ALCO committee (“Management ALCO”); the change in deposit betas is based upon deposit studies completed by an independent third party; loan prepayment assumptions are based upon internal analysis; loan origination data is Company generated; and additions to assets and liabilities is derived from the budget or forecast or internally generated projected cash flows.
There was no material change in the source of the data used in our interest rate risk modeling in the current period. Current economic factors such as interest rate forecasts as changed from period over period may affect the modeling. Key assumptions include deposit betas and loan origination yields. Deposit betas vary by product and direction of interest rates. In an upward shock, weighted average deposit betas (based on period end balances) were 70% at both March 31, 2025 and March 31, 2024. In a downward shock, weighted average deposit betas (based on period end balances) were 61% at both March 31, 2025 and March 31, 2024. Loan origination yields vary by product and the weighted average yield (based on period end loan balances) was 6.99% at March 31, 2025 compared to 7.16% at March 31, 2024.
Management ALCO, which consists of representatives from treasury, finance, business units, and senior management, oversees the interest rate risk, liquidity risk and capital risk while providing regular reports to the Board ALCO. These reports quantify the potential changes in net interest income and economic value of equity through various rate scenarios. The Management ALCO also provides the results of the liquidity stress test prepared by the Chief Risk Officer, the sensitivity analyses of the interest rate risk model variables, and the capital position of the Company and the Bank.
Economic Value of Equity Analysis. The Consolidated Statements of Financial Condition have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in fair value of certain investments due to changes in interest rates. Generally, the fair value of financial investments such as loans and securities fluctuate inversely with changes in interest rates. As a result, increases in interest rates could result in decreases in the fair value of the Company’s interest-earning assets which could adversely affect the Company’s results of operations if such assets were sold, or, in the case of securities classified as available for sale, decreases in the Company’s stockholders’ equity, if such securities were retained.
The Company quantifies the net portfolio value should interest rates immediately go up or down 100 or 200 basis points, assuming the yield curves of the rate shocks will be parallel to each other. Net portfolio value is defined as the market value of assets less the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. The changes in value are measured as percentage changes from the net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at March 31, 2025. Various estimates regarding prepayment assumptions are made at each level of rate shock. At March 31, 2025, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.
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The following table presents the change in the Company’s net portfolio value and the net portfolio ratio for the following periods:
Projected Percentage Change In
Net Portfolio Value (NPV)
Net Portfolio Value Ratio
Change in Interest Rate
-200 Basis points
(3.4)
9.2
7.4
-100 Basis points
1.8
(1.2)
9.1
7.7
Base interest rate
8.0
+100 Basis points
(5.0)
(3.1)
8.8
7.8
+200 Basis points
(10.8)
(6.0)
8.4
Income Simulation Analysis. The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. The starting point for the net interest income simulation is an estimate of the next twelve months’ net interest income, assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at period-end levels. The report quantifies the potential changes in net interest income should interest rates go up or down 100 or 200 basis points (shocked), assuming the yield curves of the rate shocks will be parallel to each other. All changes in income are measured as percentage changes from the projected net interest income at the base interest rate scenario. The base interest rate scenario assumes interest rates at March 31, 2025 and 2024. Prepayment penalty income is excluded from this analysis. Actual results could differ significantly from these estimates. At March 31, 2025, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.
The following table presents the Company’s interest rate shock as of March 31:
Projected Percentage Change in Net Interest Income
(1.5)
(2.0)
(0.7)
(2.6)
(7.8)
(5.5)
Another net interest income simulation assumes that changes in interest rates change gradually in equal increments over the twelve-month period. Prepayment penalty income is excluded from this analysis. Based on these assumptions, net interest income would be reduced by 4.6% from a 200 basis point increase in rates over the next twelve months and a 0.2% reduction from a 200 basis point decrease in rate over the same period. Actual results could differ significantly from these estimates.
At March 31, 2025, the Company had a derivative portfolio with a notional value totaling $2.9 billion. This portfolio is designed to provide protection against rising interest rates. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
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AVERAGE BALANCES
Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amount of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. The following table sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, 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 and costs, which are considered adjustments to yields.
Yield/
Balance
Interest-earning assets:
64,085
664
4.14
Mortgage loans, net
5,261,261
72,391
5.50
5,353,606
71,572
5.35
Other loans, net
1,410,661
19,977
5.66
1,450,511
21,387
Total loans, net (1) (2)
6,671,922
92,368
5.54
6,804,117
5.46
Taxable securities:
895,097
12,528
5.60
462,934
3,696
3.19
585,219
8,553
5.85
590,204
8,504
5.76
Total taxable securities
1,480,316
21,081
5.70
1,053,138
12,200
4.63
Tax-exempt securities: (3)
43,813
456
4.16
65,939
474
Total tax-exempt securities
Interest-earning deposits and federal funds sold
208,777
3.95
311,966
5.09
Total interest-earning assets
8,468,913
116,632
5.51
8,235,160
109,599
5.32
546,967
472,345
9,015,880
8,707,505
Interest-bearing liabilities:
Deposits:
98,224
0.45
106,212
122
2,215,683
18,915
3.41
1,935,250
18,491
3.82
1,716,358
15,372
3.58
1,725,714
17,272
4.00
2,596,714
22,710
3.50
2,406,283
21,918
6,626,979
57,107
3.45
6,173,459
57,803
3.75
Mortgagors' escrow accounts
78,655
67
0.34
73,822
62
6,705,634
6,247,281
3.70
555,466
4.59
767,646
4.81
Total interest-bearing liabilities
7,261,100
7,014,927
3.83
Non interest-bearing demand deposits
855,322
834,217
167,866
189,176
8,284,288
8,038,320
Equity
731,592
669,185
Total liabilities and equity
Net interest income / net interest rate spread
53,085
2.01
42,497
1.49
Net interest-earning assets / net interest margin
1,207,813
2.51
1,220,233
2.06
Ratio of interest-earning assets to interest-bearing liabilities
1.17
X
(1) Loan interest income includes loan fee income (expense) (which includes net amortization of deferred fees and costs, late charges, and prepayment penalties) of approximately $0.8 million and $1.0 million for the three months ended March 31, 2025 and 2024, respectively.
(2) Loan interest income includes net gains (losses) from fair value adjustments on qualifying hedges of $0.1 million and ($0.2) million for three months ended March 31, 2025 and 2024, respectively.
(3) Interest and yields are calculated on the tax equivalent basis using the statutory federal income tax rate of 21% for the periods presented totaling $0.1 million each for the three months ended March 31, 2025 and 2024.
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LOANS HELD FOR INVESTMENT
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 held for investment, including purchases, sales and principal reductions for the periods indicated.
Mortgage Loans
At beginning of period
5,316,249
5,425,586
Mortgage loans originated:
One-to-four family mixed-use property
One-to-four family residential
225
Total mortgage loans originated
49,274
24,715
Mortgage loans purchased:
35,148
52,314
Total mortgage loans purchased
Less:
Principal reductions
77,881
107,090
Loans transferred to (from) held for sale
(2,654)
Mortgage loan sales
5,573
Charge-Offs
At end of period
5,319,866
5,391,971
Commercial business loans
1,421,527
1,472,723
Loans originated:
64,621
28,442
589
1,014
Total commercial business and other loans originated
66,460
29,456
Commercial business loans purchased:
23,194
23,499
Total commercial business loans purchased
Small Business Administration sales
5,402
90,003
97,665
4,466
1,411,310
1,427,969
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NON-PERFORMING ASSETS
The following table shows the principal balance of our non-performing assets at the periods indicated:
At March 31,
At December 31,
Non-accrual mortgage loans:
25,952
11,031
6,703
6,283
426
116
1,225
1,428
34,306
18,858
Non-accrual commercial business loans:
2,445
9,512
12,015
11,957
14,460
Total non-accrual loans
46,263
33,318
Total non-performing loans
Other non-performing assets:
Total non-performing assets
64,263
51,318
Non-performing loans to gross loans
0.69
0.49
Non-performing assets to total assets
0.71
0.57
CRITICIZED AND CLASSIFIED ASSETS
Our policy is to review our assets, focusing primarily on the loan portfolio, other real estate owned, and the investment portfolio, to ensure that credit quality is maintained at the highest levels. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements for a description of how loans are determined to be criticized or classified and a table displaying criticized and classified loans at March 31, 2025. The amortized cost of Criticized and Classified assets was $109.4 million at March 31, 2025, an increase of $17.5 million from $91.9 million at December 31, 2024.
Included within net loans at March 31, 2025 and December 31, 2024, were $2.0 million and $2.7 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.
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ALLOWANCE FOR CREDIT LOSSES
The following table shows allowance for credit losses at the period indicated:
Loans- charge-off
Loans- recovery
Loans- provision (benefit)
Allowance for credit losses - loans
HTM securities (benefit) provision
Allowance for credit losses - HTM securities
AFS securities (benefit) provision
Allowance for credit losses - AFS securities
Off-balance sheet- (benefit) provision
Allowance for credit losses - off-balance sheet
44,397
42,832
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The following table sets forth the activity in the Company’s ACL - loans for the periods indicated:
Balance at beginning of year
Loans charged-off:
Total loans charged-off
Recoveries:
Total recoveries
(4,427)
Balance at end of year
Ratio of net charge-offs to average loans outstanding during the period
0.00
Ratio of ACL - loans to gross loans at end of period
0.59
0.60
Ratio of ACL - loans to non-accrual loans at end of the period
86.54
164.13
Ratio of ACL - loans to non-performing loans at end of period
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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 March 31, 2025, 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 – OTHER INFORMATION
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, 2024.
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 March 31, 2025:
Maximum
Total Number of
Number of
Shares Purchased
Shares That May
as Part of Publicly
Yet Be Purchased
of Shares
Average Price
Announced Plans
Under the Plans
Period
Purchased
Paid per Share
or Programs
January 1 to January 31, 2025
807,964
February 1 to February 28, 2025
March 1 to March 31, 2025
During the quarter ended March 31, 2025, the Company did not repurchase any shares of the Company’s common stock. On March 31, 2025, 807,964 shares remained to be repurchased under the currently authorized stock repurchase programs. Stock will be purchased under the current stock repurchase programs from time to time, in the open market or through private transactions, subject to market conditions. There is no expiration or maximum dollar amount under these authorizations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
Exhibit No.
3.1 P
Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488)
3.2
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibit 4.2 filed with Form S-8 filed May 31, 2002)
3.3
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (Incorporated by reference to Exhibit 3.3 filed with Form 10-K for the year ended December 31, 2011)
3.4
Amended and Restated By-Laws of Flushing Financial Corporation (Incorporated by reference to Exhibit 3.6 filed with Form 10-Q for the quarter ended June 30, 2014)
4.1
Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.1 filed with Form 8-K filed November 22, 2021)
First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 filed with Form 8-K filed November 22, 2021)
Second Supplemental Indenture, dated August 24, 2022, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 filed with Form 8-K filed August 24, 2022)
4.4
Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
101.INS
Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
P Indicates a filing submitted in paper.
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EXHIBIT INDEX
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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:
May 7, 2025
By:
/s/John R. Buran
John R. Buran
President and Chief Executive Officer
/s/Susan K. Cullen
Susan K. Cullen
Senior Executive Vice President, Treasurer and
Chief Financial Officer
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