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, 2022
Commission file number 001-33013
FLUSHING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11-3209278
(I.R.S. Employer Identification No.)
220 RXR Plaza, Uniondale, New York 11556
(Address of principal executive offices)
(718) 961-5400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
FFIC
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes __No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). X Yes __No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer __
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 29, 2022 was 30,347,077.
TABLE OF CONTENTS
PAGE
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements - (Unaudited)
Consolidated Statements of Financial Condition
1
Consolidated Statements of Income
2
Consolidated Statements of Comprehensive Income
3
Consolidated Statements of Cash Flows
4
Consolidated Statements of Changes in Stockholders’ Equity
6
Notes to Consolidated Financial Statements
7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
52
ITEM 4. Controls and Procedures
PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings
53
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
54
SIGNATURES
56
i
PART I – FINANCIAL INFORMATION
FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES
Item 1. Financial Statements
March 31,
December 31,
2022
2021
(Unaudited)
(Dollars in thousands, except per share data)
Assets
Cash and due from banks
$
186,407
81,723
Securities held-to-maturity:
Mortgage-backed securities (include assets pledged of $5,130 and $5,643 at March 31, 2022 and December 31, 2021, respectively; fair value of $7,880 and $8,667 at March 31, 2022 and December 31, 2021, respectively)
7,890
7,894
Other securities, net of allowance of $986 and $862 at March 31, 2022 and December 31, 2021 respectively; (none pledged; fair value of $61,839 and $53,362 at March 31, 2022 and December 31, 2021, respectively)
66,327
49,974
Securities available for sale, at fair value:
Mortgage-backed securities (including assets pledged of $225,110 and $212,388 at March 31, 2022 and December 31, 2021, respectively; $364 and $388 at fair value pursuant to the fair value option at March 31, 2022 and December 31, 2021, respectively)
553,828
572,184
Other securities (including none pledged; $13,676 and $14,180 at fair value pursuant to the fair value option at March 31, 2022 and December 31, 2021, respectively)
286,041
205,052
Loans:
Multi-family residential
2,500,570
2,517,026
Commercial real estate
1,764,927
1,775,629
One-to-four family --- mixed used property
563,679
571,795
One-to-four family --- residential
256,474
276,571
Construction
68,488
59,761
Small Business Administration
59,331
93,811
Commercial business and other
1,387,155
1,339,273
Net unamortized premiums and unearned loan fees
6,640
4,239
Less: Allowance for credit losses
(37,433)
(37,135)
Net loans
6,569,831
6,600,970
Interest and dividends receivable
37,308
38,698
Bank premises and equipment, net
22,752
23,338
Federal Home Loan Bank of New York stock, at cost
33,891
35,937
Bank owned life insurance
211,867
210,754
Goodwill
17,636
Core deposit intangibles
2,420
2,562
Right of use asset
48,475
50,200
Other assets
125,160
148,989
Total assets
8,169,833
8,045,911
Liabilities
Due to depositors:
Non-interest bearing
1,041,027
967,621
Interest-bearing
5,332,373
5,365,911
Total Due to depositors
6,373,400
6,333,532
Mortgagors' escrow deposits
79,495
51,913
Borrowed funds:
Federal Home Loan Bank advances and other borrowings
696,186
636,187
Subordinated debentures
122,981
122,885
Junior subordinated debentures, at fair value
57,955
56,472
Total borrowed funds
877,122
815,544
Operating lease liability
52,292
54,155
Other liabilities
111,711
111,139
Total liabilities
7,494,020
7,366,283
Stockholders' Equity
Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued)
—
Common stock ($0.01 par value; 100,000,000 shares authorized; 34,087,623 shares issued at both March 31, 2022 and December 31, 2021; 30,366,544 shares and 30,526,353 shares outstanding at March 31, 2022 and December 31, 2021, respectively)
341
Additional paid-in capital
261,837
263,375
Treasury stock, at average cost (3,721,079 shares and 3,561,270 shares at March 31, 2022 and December 31, 2021, respectively)
(79,834)
(75,293)
Retained earnings
508,973
497,889
Accumulated other comprehensive loss, net of taxes
(15,504)
(6,684)
Total stockholders' equity
675,813
679,628
Total liabilities and stockholders' equity
The accompanying notes are an integral part of these consolidated financial statements.
-1-
For the three months ended
(In thousands, except per share data)
Interest and dividend income
Interest and fees on loans
67,516
69,021
Interest and dividends on securities:
Interest
3,745
3,072
Dividends
8
Other interest income
51
36
Total interest and dividend income
71,320
72,137
Interest expense
Deposits
3,408
6,105
Other interest expense
4,433
5,140
Total interest expense
7,841
11,245
Net interest income
63,479
60,892
Provision for credit losses
1,358
2,820
Net interest income after provision for credit losses
62,121
58,072
Non-interest income
Banking services fee income
1,374
2,725
Net gain on sale of loans
31
Net gain on disposition of assets
621
Net gain (loss) from fair value adjustments
(1,809)
982
Federal Home Loan Bank of New York stock dividends
397
689
1,114
997
Other income
237
266
Total non-interest income
1,313
6,311
Non-interest expense
Salaries and employee benefits
23,649
22,664
Occupancy and equipment
3,604
3,367
Professional services
2,222
2,400
FDIC deposit insurance
420
1,213
Data processing
1,424
2,109
Depreciation and amortization of bank premises and equipment
1,460
1,639
Other real estate owned / foreclosure expense (recoveries)
84
(10)
Other operating expenses
5,931
4,777
Total non-interest expense
38,794
38,159
Income before income taxes
24,640
26,224
Provision for income taxes
Federal
4,650
5,071
State and local
1,771
2,114
Total provision for income taxes
6,421
7,185
Net income
18,219
19,039
Basic earnings per common share
0.58
0.60
Diluted earnings per common share
Dividends per common share
0.22
0.21
-2-
ART I – FINANCIAL INFORMATION
(In thousands)
Other comprehensive income (loss), net of tax:
Amortization of prior service credits, net of taxes of $2, and $6 for the three months ended March 31, 2022, and 2021, respectively
(5)
(15)
Amortization of actuarial (gains) losses, net of taxes of $2, and ($36) for the three months ended March 31, 2022, and 2021, respectively
(4)
81
Change in net unrealized losses on securities available for sale, net of taxes of $10,892, and $986 for the three months ended March 31, 2022, and 2021, respectively
(23,427)
(2,217)
Net unrealized gain on cash flow hedges, net of taxes of ($6,857), and $(3,461) for the three months ended March 31, 2022, and 2021, respectively
14,751
7,798
Change in fair value of liabilities related to instrument-specific credit risk, net of taxes of $63 and $36 for the three months ended March 31, 2022, and 2021, respectively
(135)
(84)
Total other comprehensive income (loss), net of tax
(8,820)
5,563
Comprehensive net income
9,399
24,602
-3-
For the three months ended March 31,
Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
Net gain on sales of loans
(31)
Net gain on sale and disposition of assets
(621)
Net amortization of (discounts) premiums
(492)
107
Net (gain) loss from fair value adjustments of qualifying hedges
129
(1,427)
Net (gain) loss from fair value adjustments
1,809
(982)
Income from bank owned life insurance
(1,114)
(997)
Stock-based compensation expense
4,194
3,470
Deferred compensation
(2,545)
(1,754)
Amortization of core deposit intangibles
142
159
Decrease (increase) in other assets
3,570
(6,972)
(Decrease) increase in other liabilities
13,847
(4,881)
Net cash provided by operating activities
40,577
9,569
Investing Activities
Purchases of premises and equipment
(874)
(958)
Net redemptions of Federal Home Loan Bank-NY shares
2,046
1,941
Purchases of securities held-to-maturity
(16,476)
Purchases of securities available for sale
(130,312)
(352,637)
Proceeds from sales and calls of securities available for sale
7,500
Proceeds from maturities and prepayments of securities available for sale
32,177
227,829
Net repayments (originations) of loans
72,080
(41,680)
Purchases of loans
(54,309)
(25,948)
Proceeds from sale of loans
8,249
Net cash used in investing activities
(95,668)
(175,704)
-4-
Consolidated Statements of Cash Flows (Contd.)
Financing Activities
Net increase in non interest-bearing deposits
73,406
138,517
Net increase in interest-bearing deposits
16,482
97,227
Net increase in mortgagors' escrow deposits
27,582
28,726
Net proceeds from short-term borrowed funds
110,000
Repayment of long-term borrowings
(50,000)
(73,361)
Purchases of treasury stock
(10,845)
(1,290)
Cash dividends paid
(6,850)
(6,652)
Net cash provided by financing activities
159,775
183,167
Net increase in cash and cash equivalents
104,684
17,032
Cash and cash equivalents, beginning of period
157,388
Cash and cash equivalents, end of period
174,420
Supplemental Cash Flow Disclosure
Interest paid
6,846
9,935
Income taxes paid
214
1,579
Taxes paid if excess tax benefits on stock-based compensation were not tax deductible
384
1,254
-5-
Consolidated Statement of Changes in Stockholders’ Equity
Additional
Accumulated Other
Common
Paid-in
Retained
Treasury
Comprehensive
Total
Stock
Capital
Earnings
Income (Loss)
Balance at December 31, 2021
Award of common shares released from Employee Benefit Trust (17,964 shares)
287
Vesting of restricted stock unit awards (297,626 shares)
(6,019)
(285)
6,304
Purchase of treasury shares (360,000 shares)
(8,469)
Repurchase of shares to satisfy tax obligation (97,435 shares)
(2,376)
Dividends on common stock ($0.22 per share)
Other comprehensive loss
Balance at March 31, 2022
Balance at December 31, 2020
618,997
261,533
442,789
(69,400)
(16,266)
Net Income
Award of common shares released from Employee Benefit Trust (5,682 shares)
74
Vesting of restricted stock unit awards (248,896 shares)
(5,058)
(153)
5,211
Repurchase of shares to satisfy tax obligation (70,292 shares)
Dividends on common stock ($0.21 per share)
Other comprehensive income
Balance at March 31, 2021
639,201
260,019
455,023
(65,479)
(10,703)
-6-
1. Basis of Presentation
The primary business of Flushing Financial Corporation (the “Holding Company”), a Delaware corporation, is the operation of its wholly owned subsidiary, Flushing Bank (the “Bank”).
The unaudited consolidated financial statements presented in this Quarterly Report on Form 10-Q (“Quarterly Report”) include the collective results of the Holding Company and its direct and indirect wholly-owned subsidiaries, including the Bank, Flushing Service Corporation, FSB Properties Inc., and Flushing Preferred Funding Corporation, which was dissolved as of June 30, 2021, which are collectively herein referred to as “we,” “us,” “our” and the “Company.”
The Holding Company also owns Flushing Financial Capital Trust II, Flushing Financial Capital Trust III, and Flushing Financial Capital Trust IV (the “Trusts”), which are special purpose business trusts. The Trusts are not included in the Company’s consolidated financial statements, as the Company would not absorb the losses of the Trusts if any losses were to occur.
The accompanying unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for such presented periods of the Company. Such adjustments are of a normal recurring nature, unless otherwise disclosed in this Quarterly Report. All inter-company balances and transactions have been eliminated in consolidation. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year.
The accompanying unaudited consolidated financial statements have been prepared in conformity with the instructions to Quarterly Report on Form 10-Q and Article 10, Rule 10-01 of Regulation S-X for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated interim financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
When necessary, certain reclassifications were made to prior-year amounts to conform to the current-year presentation. Such reclassifications had no effect on prior period net income or shareholders’ equity and were insignificant amounts.
2. Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for credit losses, the evaluation of goodwill for impairment, the review of the need for a valuation allowance of the Company’s deferred tax assets and the fair value of financial instruments.
-7-
3. Earnings Per Share
Earnings per common share have been computed based on the following:
Net income, as reported
Divided by:
Total weighted average common shares outstanding and common stock equivalents (1)
31,254
31,604
Dividend Payout ratio
37.9
%
35.0
4. Securities
The Company did not hold any trading securities at March 31, 2022 and December 31, 2021. Securities available for sale are recorded at fair value. Securities held-to-maturity (“HTM”) are recorded at amortized cost.
The following table summarizes the Company’s portfolio of securities held-to-maturity at March 31, 2022:
Gross
Amortized
Unrecognized
Cost
Fair Value
Gains
Losses
Municipals
67,313
61,839
5,474
Total municipals
FNMA
7,880
10
Total mortgage-backed securities
Allowance for Credit Losses
(986)
74,217
69,719
5,484
-8-
The following table summarizes the Company’s portfolio of securities held-to-maturity at December 31, 2021:
50,836
53,362
2,526
8,667
773
(862)
57,868
62,029
3,299
The following table summarizes the Company’s portfolio of securities available for sale at March 31, 2022:
Unrealized
U.S. government agencies
74,543
73,870
673
Corporate
109,924
104,176
86
5,834
Mutual funds
11,937
Collateralized loan obligations
95,014
94,318
696
Other
1,740
Total other securities
293,158
7,203
REMIC and CMO
197,494
185,390
19
12,123
GNMA
10,039
9,116
18
941
226,185
213,798
67
12,454
FHLMC
156,501
145,524
11,084
590,219
211
36,602
Total securities available for sale
883,377
839,869
297
43,805
-9-
The following table summarizes the Company’s portfolio of securities available for sale at December 31, 2021:
5,599
5,590
9
107,423
104,370
136
3,189
12,485
81,166
80,912
255
1,695
208,368
137
3,453
210,948
208,509
1,217
3,656
10,572
10,286
30
316
203,777
202,938
1,321
2,160
152,760
150,451
326
2,635
578,057
2,894
8,767
786,425
777,236
3,031
12,220
The corporate securities held by the Company at March 31, 2022 and December 31, 2021 are issued by U.S. banking institutions. The CMOs held by the Company at March 31, 2022 and December 31, 2021 are either fully guaranteed or issued by a government sponsored enterprise.
The following tables detail the amortized cost and fair value of the Company’s securities classified as held-to-maturity and available for sale at March 31, 2022, by contractual maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Due after ten years
Mortgage-backed securities
75,203
Allowance for credit losses
-
Total securities held-to-maturity
Securities available for sale:
Due in one year or less
10,036
9,989
Due after one year through five years
79,395
78,619
Due after five years through ten years
168,590
162,353
23,200
23,143
281,221
274,104
-10-
The following tables show the Company’s securities with gross unrealized losses and their fair value, aggregated by category and length of time that individual securities have been in a continuous unrealized loss position, at the dates indicated:
At March 31, 2022
Less than 12 months
12 months or more
Count
(Dollars in thousands)
Held-to-maturity securities
Available for sale securities
69,749
667
4,121
13
91,591
63,000
4,425
28,591
1,409
CLO
12
94,319
73,408
20,911
355
32
259,780
206,157
5,433
53,623
1,770
45
174,122
120,470
6,670
53,652
5,453
8,793
307
8,486
932
43
197,920
151,792
8,184
46,128
4,270
23
132,744
64,038
3,734
68,706
7,350
115
513,579
336,607
18,597
176,972
18,005
147
773,359
542,764
24,030
230,595
19,775
At December 31, 2021
5,577
1,130
5
4,447
94,234
65,453
1,970
28,781
1,219
31,012
10,000
21,012
254
130,823
76,583
1,976
54,240
1,477
15
124,131
105,959
2,800
18,172
856
9,924
1,138
16
8,786
300
25
171,109
153,657
1,587
17,452
573
129,115
98,297
1,448
30,818
1,187
62
434,279
359,051
5,851
75,228
2,916
565,102
435,634
7,827
129,468
4,393
-11-
The Company reviewed each available for sale security that had an unrealized loss at March 31, 2022 and December 31, 2021. The Company does not have the intent to sell these securities, and it is more likely than not the Company will not be required to sell the securities before recovery of the securities’ amortized cost basis. If the Company evaluates any decline in the fair value is due to credit loss factors and this valuation indicates that a credit loss exists, then the present value of cash flows is expected to be collected from the security is compared to the amortized cost basis of security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. All of these securities are rated investment grade or above and have a long history of no credit losses. It is not anticipated that these securities would be settled at a price that is less than the amortized cost of the Company’s investment.
In determining the risk of loss for available for sale securities, the Company considered that mortgage-backed securities are either fully guaranteed or issued by a government sponsored enterprise, which has a credit rating and perceived credit risk comparable to U.S. government, the tranche of the purchased collateralized loan obligations (“CLO”) and the issuer of Corporate securities are global systematically important banks. Each of these securities is performing according to its terms and, in the opinion of management, will continue to perform according to its terms. Based on this review, management believes that the unrealized losses have resulted from other factors not deemed credit-related and no allowance for credit loss was recorded.
The Company reviewed each held-to-maturity security that had an unrealized loss at March 31, 2022 as part of its quarterly Current Expected Credit Loss (“CECL”) process, with an allowance for credit losses of $1.0 million and $0.9 million at March 31, 2022 and December 31, 2021, respectively.
Accrued interest receivable on held-to-maturity securities totaled $0.2 million and $0.1 million at March 31, 2022 and December 31, 2021, respectively, and is excluded from estimates of credit losses. Accrued interest receivable on available-for-sale debt securities totaled $1.7 million and $1.5 million at March 31, 2022 and December 31, 2021, respectively, and is excluded from the estimate of credit losses.
The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity.
Other Securities
Beginning balance
862
907
Provision
124
986
915
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, 2022 and 2021.
5. Loans
Loans are reported at their outstanding principal balance net of any unearned income, charge-offs, deferred loan fees and costs on originated loans and unamortized premiums or discounts on purchased loans. Loan fees and certain loan origination costs are deferred. Net loan origination costs and premiums or discounts on loans purchased are amortized into
-12-
interest income over the contractual life of the loans using the level-yield method. Prepayment penalties received on loans which pay in full prior to their scheduled maturity are included in interest income in the period they are collected.
Interest on loans is recognized on the accrual basis. Accrued interest receivable totaled $34.0 million and $35.8 million at March 31, 2022 and December 31, 2021, respectively, and was reported in “Interest and dividends receivable” on the Consolidated Statements of Financial Condition. The accrual of income on loans is generally discontinued when certain factors, such as contractual delinquency of 90 days or more, indicate reasonable doubt as to the timely collectability of such income. Uncollected interest previously recognized on non-accrual loans is reversed from interest income at the time the loan is placed on non-accrual status. A non-accrual loan can be returned to accrual status when contractual delinquency returns to less than 90 days delinquent. Payments received on non-accrual loans that do not bring the loan to less than 90 days delinquent are recorded on a cash basis. Payments can also be applied first as a reduction of principal until all principal is recovered and then subsequently to interest, if in management’s opinion, it is evident that recovery of all principal due is likely to occur.
In response to COVID-19, the Company actively assists customers by providing modifications in the form of deferrals of interest, principal and/or escrow for terms ranging from one to thirty months. At March 31, 2022, we had 12 active forbearances for loans with an aggregate outstanding loan balance of approximately $41.8 million resulting in total deferment of $3.2 million in principal, interest and escrow, down from 20 active forbearances for loans with an aggregate outstanding loan balance of $71.9 million at December 31, 2021. Pursuant to the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and later modified by Consolidated Appropriations Act, certain loan modifications are not classified as “troubled debt restructuring” (“TDR”), if the related loans were not more than 30 days past due as of December 31, 2019. The Company has elected not to consider as TDR loans temporarily modified for borrowers directly impacted by COVID-19 where the above criteria was met. As such, these loans are considered current and continue to accrue interest at their original contractual terms until the completion of the applicable deferred periods, following which the borrowers will resume making payments and normal delinquency-based non-accrual policies will apply. Approximately 79% of the active forbearances are expected to be resolved by year end 2022. The Company actively participated in the Paycheck Protection Program (“PPP”), under the CARES Act, closing $310.3 million of these loans since the beginning of the program, with $267.0 million of those PPP loans forgiven by the SBA as of March 31, 2022, of which $34.1 million were forgiven during the recent quarter.
The allowance for credit losses (“ACL”) is an estimate that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial assets. Loans are charged off against that ACL when management believes that a loan balance is uncollectable based on quarterly analysis of credit risk.
The amount of the ACL is based upon a loss rate model that considers multiple factors which reflects management’s assessment of the credit quality of the loan portfolio. Management estimates the allowance balance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The factors are both quantitative and qualitative in nature including, but not limited to, historical losses, economic conditions, trends in delinquencies, value and adequacy of underlying collateral, volume and portfolio mix, and internal loan processes.
The Company recorded a provision for credit losses on loans totaling $1.2 million and $2.8 million for the three months ended March 31, 2022 and 2021, respectively. The provision recorded during the three months ended March 31, 2022 was driven by ongoing environmental uncertainty as a result of high and rising inflation, increasing interest rates and higher risk related to potential personnel turnover. During the three months ended March 31, 2022, the Company made no changes to the reasonable and supportable forecast period or the reversion period from what was used for the December 31, 2021 ACL. The ACL - loans totaled $37.4 million at March 31, 2022 compared to $37.1 million at December 31, 2021. At March 31, 2022, the ACL - loans represented 0.57% of gross loans and 266.1% of non-performing loans. At December 31, 2021, the ACL - loans represented 0.56% of gross loans and 248.7% of non-performing loans.
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The Company may restructure loans to enable a borrower experiencing financial difficulties to continue making payments when it is deemed to be in the Company’s best long-term interest. This restructure may include reducing the interest rate or amount of the monthly payment for a specified period of time, after which the interest rate and repayment terms revert to the original terms of the loan. We classify these loans as TDR.
The Company believes that restructuring these loans in this manner will allow certain borrowers to become and remain current on their loans. All loans classified as TDR are individually evaluated, however TDR loans which have been current for six consecutive months at the time they are restructured as TDR remain on accrual status and are not included as part of non-performing loans. Loans which were delinquent at the time they are restructured as a TDR are placed on non-accrual status and reported as non-accrual performing TDR loans until they have made timely payments for six consecutive months. These restructurings have not included a reduction of principal balance.
The allocation of a portion of the ACL for a performing TDR loan is based upon the present value of the future expected cash flows discounted at the loan’s original effective rate, or for a non-performing TDR loan which is collateral dependent, the fair value of the collateral. At March 31, 2022, there were no commitments to lend additional funds to borrowers whose loans were modified to a TDR. The modification of loans to a TDR did not have a significant effect on our operating results, nor did it require a significant allocation of the ACL.
During the three months ended March 31, 2022 and 2021 there were no TDRs that defaulted within 12 months of its modification date. There were no loans modified as TDRs for the three months ended March 31, 2021.
The following table shows loans modified as TDR during the period indicated:
March 31, 2022
Number
Balance
Modification description
271
Loan amortization extension.
2,768
One loan received a below market interest rate and one loan had an amortization extension.
3,039
The following table shows loans classified as TDR at amortized cost that are performing according to their restructured terms at the periods indicated:
December 31, 2021
of contracts
1,661
1,690
7,572
One-to-four family - mixed-use property (1)
1,603
1,636
One-to-four family - residential
264
483
Commercial business and other (1)
4,052
1,381
Total performing
21
15,152
20
12,762
There were no loans classified as TDR that are not performing according to their modified agreement as of March 31, 2022 and December 31, 2021.
-14-
The following table shows our non-accrual loans at amortized cost with no related allowance and interest income recognized for loans ninety days or more past due and still accruing for period shown below:
At or for the three months ended March 31, 2022
Non-accrual amortized cost beginning of the reporting period
Non-accrual amortized cost ending of the reporting period
Non-accrual with no related allowance
Interest income recognized
Loans ninety days or more past due and still accruing:
2,652
3,654
640
1,582
1,052
7,482
7,052
952
1,945
4,328
15,253
17,070
13,068
At or for the year ended December 31, 2021
2,576
1,766
1,706
5,313
1,168
Taxi medallion(2)
2,758
Commercial business and other(1)
5,660
305
78
20,947
13,613
104
-15-
The following is a summary of interest foregone on non-accrual loans and loans classified as TDR for the periods indicated:
Interest income that would have been recognized had the loans performed in accordance with their original terms
371
462
Less: Interest income included in the results of operations
155
160
Total foregone interest
216
302
The following tables show the aging of the amortized cost basis in past-due loans at the period indicated by class of loans:
Greater
30 - 59 Days
60 - 89 Days
than
Total Past
Past Due
90 Days
Due
Current
Total Loans
3,650
362
7,666
2,495,390
2,503,056
3,620
3,889
1,762,119
1,766,008
One-to-four family ― mixed-use property
2,387
591
794
3,772
562,899
566,671
One-to-four family ― residential
7,432
250,357
257,789
67,406
68,262
57,293
58,245
333
434
1,008
1,775
1,385,458
1,387,233
7,765
5,085
13,492
26,342
6,580,922
6,607,264
3,652
4,193
10,497
2,508,730
2,519,227
5,743
6,383
1,770,992
1,777,375
2,319
3,640
571,296
574,936
163
224
7,870
269,942
277,812
59,473
90,884
91,836
101
40
1,386
1,527
1,335,919
1,337,446
11,978
4,457
14,433
30,869
6,607,236
6,638,105
-16-
The following tables show the activity in the ACL on loans for the three month periods indicated:
One-to-four
family -
Commercial
Multi-family
mixed-use
Small Business
Taxi
business and
residential
real estate
property
loans
Administration
medallion
other
Allowance for credit losses:
8,185
7,158
1,755
784
186
1,209
17,858
37,135
Charge-off's
(1,028)
(8)
(1,036)
Recoveries
Provision (benefit)
376
558
109
(20)
82
1,643
(12)
(1,503)
1,233
Ending balance
8,561
7,716
1,864
766
268
1,837
16,421
37,433
March 31, 2021
6,557
8,327
1,986
869
497
2,251
24,666
45,153
(43)
(64)
(29)
(2,758)
(28)
(2,922)
22
57
620
93
(94)
(164)
253
(134)
(521)
2,811
7,144
8,356
1,873
710
750
2,127
24,139
45,099
-17-
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.
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The following table summarizes the risk category of mortgage and non-mortgage loans by loan portfolio segments and class of loans by year of origination at March 31, 2022:
Revolving Loans
Amortized Cost
converted to
2020
2019
2018
Prior
Basis
term loans
1-4 Family Residential
Pass
7,346
8,877
20,514
44,416
30,178
111,474
8,894
14,283
245,982
Watch
728
2,350
1,026
4,401
Special Mention
219
Substandard
1,841
4,895
451
7,187
Total 1-4 Family Residential
9,174
45,144
32,019
118,719
15,979
1-4 Family Mixed-Use
10,794
45,419
35,105
66,830
69,997
328,183
556,328
758
7,063
7,821
1,303
Total 1-4 Family Mixed Use
67,588
337,768
Commercial Real Estate
46,810
187,400
160,648
239,636
259,107
775,268
1,668,869
1,684
9,647
7,853
73,438
92,622
897
Total Commercial Real Estate
189,084
164,268
249,283
266,960
849,603
1,996
12,906
12,223
14,801
1,974
12,533
56,433
5,704
4,522
10,226
Total Construction
9,281
Multifamily
107,272
304,922
232,977
327,630
409,630
1,084,307
5,855
2,472,593
1,118
1,652
12,115
9,486
151
24,491
965
770
221
1,956
2,125
1,891
4,016
Total Multifamily
306,040
235,594
327,599
424,640
1,095,905
6,006
Commercial Business - Secured by RE
50,856
174,564
91,713
36,144
42,371
106,014
501,662
21,653
49,206
18,673
58,213
147,745
2,381
3,577
Total Commercial Business - Secured by RE
113,366
87,731
61,044
167,804
655,365
Commercial Business
60,925
123,178
47,915
58,204
66,342
57,583
209,367
623,514
22,404
16,739
31,446
4,424
78,253
35
2,205
34
13,156
16,811
4,782
2,771
4,488
69
12,141
Doubtful
1,009
Total Commercial Business
124,757
55,739
80,674
88,057
93,551
228,025
731,728
39,326
8,112
723
1,333
2,267
51,761
55
2,557
2,597
5,209
47
1,228
Total Small Business Administration
778
3,890
6,139
58
140
Total Other
Total by Loan Type
Total Pass
285,999
896,592
609,207
788,384
880,932
2,465,154
236,731
6,177,282
Total Watch
4,678
24,966
82,767
63,641
189,115
4,575
370,768
Total Special Mention
5,966
2,416
4,578
1,521
27,856
Total Substandard
6,737
18,279
30,349
Total Doubtful
901,270
644,921
873,598
955,888
2,674,069
255,540
-19-
Included within net loans as of March 31, 2022 and December 31, 2021 were $8.1 million and $8.7 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction.
A loan is considered collateral dependent when the borrower is experiencing financial difficulties and repayment is expected to be substantially provided by the operation or sale of the collateral. The following table presents types of collateral-dependent loans by class of loans as of the periods indicated:
Collateral Type
Real Estate
Business Assets
542
1,158
One-to-four family - mixed-use property
3,818
1,427
12,300
4,770
12,874
2,379
Off-Balance Sheet Credit Losses
Also included within scope of the CECL standard are off-balance sheet loan commitments, which includes the unfunded portion of committed lines of credit and commitments “in-process”. Commitments “in‐process” reflect loans not in the Company’s books but rather negotiated loan / line of credit terms and rates that the Company has offered to customers and is committed to honoring. In reference to “in‐process” credits, the Company defines an unfunded commitment as a credit that has been offered to and accepted by a borrower, which has not closed and by which the obligation is not unconditionally cancellable.
Commitments to extend credit (principally real estate mortgage loans) and lines of credit (principally home equity lines of credit and business lines of credit) totaled $481.3 million and $472.9 million at March 31, 2022 and December 31, 2021, respectively.
The following table presents the activity in the allowance for off balance sheet credit losses for the three months ended March 31, 2022 and 2021.
Balance at beginning of period
1,815
Off-Balance Sheet- Provision (Benefit)
380
(511)
Allowance for Off-Balance Sheet - Credit losses (1)
1,589
1,304
-20-
6. Loans held for sale
Loans held for sale are carried at the lower of cost or estimated fair value. At March 31, 2022 and December 31, 2021, the Bank did not have any loans held for sale. There were no loans sold for the three months ended March 31, 2022.
The following table shows loans sold during the period indicated:
For the three months ended March 31, 2021
Loans sold
Proceeds
Net charge-offs
Net gain
Delinquent and non-performing loans
2,906
3,036
17
2,307
(14)
14
(121)
7. Leases
The Company has 28 operating leases for branches (including headquarters) and office spaces, 11 operating leases for vehicles, and one operating lease for equipment. Our leases have remaining lease terms ranging from one month to approximately 14 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of lease term.
The Company has elected the short-term lease recognition exemption such that the Company will not recognize Right of Use (“ROU”) assets or lease liabilities for leases with a term of less than 12 months from the commencement date. The Company has two agreements in 2022 and one agreement in 2021 that qualified as short-term leases. Certain leases have escalation clauses for operating expenses and real estate taxes. The Company’s non-cancelable operating lease agreements expire through 2036.
Supplemental balance sheet information related to leases was as follows:
Operating lease ROU asset
Weighted-average remaining lease term-operating leases
7.2 years
7.4 years
Weighted average discount rate-operating leases
3.1
-21-
The components of lease expense and cash flow information related to leases were as follows:
Line Item Presented
Lease Cost
Operating lease cost
2,097
2,080
Short-term lease cost
Professional Services and Other operating expenses
61
Variable lease cost
200
298
Total lease cost
2,382
2,437
Other information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
2,426
5,630
Right-of-use assets obtained in exchange for new operating lease liabilities
4,760
The Company’s minimum annual rental payments for Bank facilities due under non-cancelable leases are as follows as of March 31, 2022:
Minimum Rental
Years ended December 31:
6,825
2023
9,502
2024
9,336
2025
8,662
2026
7,769
Thereafter
16,277
Total minimum payments required
58,371
Less: implied interest
6,079
Total lease obligations
8. Stock-Based Compensation
The Company has long-term incentive compensation program for certain Company executive officers that includes grants of performance-based restricted stock units (“PRSUs”) in addition to time-based restricted stock units (“RSU”). Under the terms of the PRSU Agreement, the number of PRSUs that may be earned depends on the extent to which performance goals for the award are achieved over a three-year performance period, as determined by the Compensation Committee of the Board. As of March 31, 2022, PRSU’s granted in 2022 and 2020 are being accrued at target and PRSU’s granted in 2021 are being accrued above target. The different levels of accrual are commensurate with the projected performance of the respective grant.
-22-
On May 18, 2021, stockholders approved an amendment to the 2014 Omnibus Plan (the “Amendment”) authorizing an additional 1,100,000 shares available for future issuance. Including the additional shares authorized from the Amendment, 965,394 shares were available for future issuance under the 2014 Omnibus Plan at March 31, 2022.
For the three months ended March 31, 2022 and 2021, the Company’s net income, as reported, included $3.9 million and $4.1 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $1.0 million and $1.1 million of income tax benefit, respectively, related to the stock-based compensation plans. During the three months ended March 31, 2022 and 2021, the Company granted 212,811 and 238,985 RSU awards and 63,250 and 62,790 PRSU awards, respectively.
The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards. Compensation cost is recognized over the vesting period of the award using the straight-line method. Forfeitures are recorded in the period they occur.
The following table summarizes the Company’s RSU and PRSU awards at or for the three months ended March 31, 2022:
RSU Awards
PRSU Awards
Weighted-Average
Grant-Date
Shares
Non-vested at December 31, 2021
310,430
21.49
102,920
20.02
Granted
212,811
24.83
63,250
25.11
Vested
(204,837)
23.73
(64,950)
23.75
Forfeited
(1,070)
24.22
Non-vested at March 31, 2022
317,334
22.27
101,220
20.81
Vested but unissued at March 31, 2022
218,025
22.41
111,805
20.76
As of March 31, 2022, there was $7.2 million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of 2.7 years. The total fair value of awards vested for the three months ended March 31, 2022 and 2021 was $6.6 million and $4.8 million, respectively. The vested but unissued RSU and PRSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.
Phantom Stock Plan: The Company maintains a non-qualified phantom stock plan as a supplement to its profit-sharing plan for officers who have achieved the designated level and completed one year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.
The following table summarizes the Phantom Stock Plan at or for the three months ended March 31, 2022:
Phantom Stock Plan
Outstanding at December 31, 2021
128,881
24.30
25,441
24.40
Distributions
(635)
24.78
Outstanding at March 31, 2022
153,687
22.35
Vested at March 31, 2022
153,355
-23-
The Company recorded stock-based compensation (benefit) expense for the Phantom Stock Plan of ($0.3) million and $0.6 million for the three months ended March 31, 2022 and 2021, respectively. The total fair value of the distributions from the Phantom Stock Plan was $16,000 and $23,000 for the three months ended March 31, 2022 and 2021, respectively.
9. Pension and Other Postretirement Benefit Plans
The following table sets forth information regarding the components of net expense for the pension and other postretirement benefit plans.
Three months ended
Employee Pension Plan:
Interest cost
138
128
Amortization of unrecognized loss
122
Expected return on plan assets
(257)
(274)
Net employee pension benefit
(118)
(24)
Outside Director Pension Plan:
Service cost
11
Amortization of unrecognized gain
(7)
Net outside director pension expense
Other Postretirement Benefit Plans:
73
70
Amortization of past service credit
(21)
Net other postretirement expense
130
110
The Company previously disclosed in its Consolidated Financial Statements for the year ended December 31, 2021 that it expects to contribute $0.3 million to each of the Outside Director Pension Plan (the “Outside Director Pension Plan”) and the other postretirement benefit plans (the “Other Postretirement Benefit Plans”), during the year ending December 31, 2022. The Company does not expect to make a contribution to the Employee Pension Plan (the “Employee Pension Plan”). As of March 31, 2022, the Company had contributed $36,000 to the Outside Director Pension Plan and $2,500 in contributions were made to the Other Postretirement Benefit Plans. As of March 31, 2022, the Company has not revised its expected contributions for the year ending December 31, 2022.
10. Fair Value of Financial Instruments
The Company carries certain financial assets and financial liabilities at fair value in accordance with GAAP which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP permits entities to choose to measure many financial instruments and certain other items at fair value. At March 31, 2022, the Company carried financial assets and financial liabilities under the fair value option with fair values of $14.0 million and $58.0 million, respectively. At December 31, 2021, the Company carried financial assets and financial liabilities under the fair value option with fair values of $14.6 million and $56.5
-24-
million, respectively. The Company did not elect to carry any additional financial assets or financial liabilities under the fair value option during the three ended March 31, 2022 and 2021.
The following table presents the financial assets and financial liabilities reported at fair value under the fair value option, and the changes in fair value included in the Consolidated Statement of Income – Net gain (loss) from fair value adjustments, at or for the periods ended as indicated:
Changes in Fair Values for Items Measured at Fair Value
Measurements
Pursuant to Election of the Fair Value Option
at March 31,
at December 31,
Description
364
388
(1)
Other securities
13,676
14,180
(536)
(175)
Borrowed funds
(1,269)
(1,460)
Net gain (loss) from fair value adjustments (1)
(1,636)
Included in the fair value of the financial assets and financial liabilities selected for the fair value option is the accrued interest receivable or payable for the related instrument. The Company reports as interest income or interest expense in the Consolidated Statement of Income, the interest receivable or payable on the financial instruments selected for the fair value option at their respective contractual rates.
The borrowed funds had a contractual principal amount of $61.9 million at both March 31, 2022 and December 31, 2021. The fair value of borrowed funds includes accrued interest payable of $0.1 million each at March 31, 2022 and December 31, 2021.
The Company generally holds its earning assets to maturity and settles its liabilities at maturity. However, fair value estimates are made at a specific point in time and are based on relevant market information. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Accordingly, as assumptions change, such as interest rates and prepayments, fair value estimates change, and these amounts may not necessarily be realized in an immediate sale.
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, 2022 and December 31, 2021, Level 1 included one mutual fund.
Level 2 – when quoted market prices are not available, fair value is estimated using quoted market prices for similar financial instruments and adjusted for differences between the quoted instrument and the instrument being valued. Fair value can also be estimated by using pricing models, or discounted cash flows. Pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices and credit spreads. In addition to observable market information, models also incorporate maturity and cash
-25-
flow assumptions. At March 31, 2022 and December 31, 2021, Level 2 included mortgage-backed securities, CLOs, corporate debt, municipals, and interest rate swaps.
Level 3 – when there is limited activity or less transparency around inputs to the valuation, financial instruments are classified as Level 3. At March 31, 2022 and December 31, 2021, Level 3 included trust preferred securities owned, and junior subordinated debentures issued by the Company.
The methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. While the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies, assumptions, and models to determine fair value of certain financial instruments could produce different estimates of fair value at the reporting date.
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, 2022 and December 31, 2021:
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:
Securities available for sale
Mortgage-backed
Securities
272,364
190,872
Interest rate swaps
35,636
10,683
861,828
773,739
875,505
787,919
Liabilities:
Borrowings
11,585
25,071
69,540
81,543
-26-
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
1,295
43,136
Net gain from fair value adjustment of financial assets (1)
Net loss from fair value adjustment of financial liabilities (1)
1,269
Increase (Decrease) in accrued interest
Change in unrealized gains included in other comprehensive loss
198
120
1,342
44,712
Changes in unrealized gains held at period end
3,136
2,551
During the three months ended March 31, 2022 and 2021, there were no transfers between Levels 1, 2 and 3.
The following tables present the quantitative information about recurring Level 3 fair value of financial instruments and the fair value measurements at the periods indicated:
Valuation Technique
Unobservable Input
Range
Weighted Average
Trust preferred securities
Discounted cash flows
Discount rate
n/a
2.0
Junior subordinated debentures
2.2
-27-
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, 2022 and December 31, 2021, are the effective yields used in the cash flow models. Significant increases or decreases in the effective yield in isolation would result in a significantly lower or higher fair value measurement.
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, 2022 and December 31, 2021:
on a non-recurring basis
Non-accrual loans
11,967
11,026
Other repossessed assets
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:
11,592
Sales approach
Reduction for planned expedited disposal
8.0% to 15.0
12.6
375
Discounted Cashflow
Discount Rate
4.3
Probability of Default
10,579
11.9
447
The Company did not have any liabilities that were carried at fair value on a non-recurring basis at March 31, 2022 and December 31, 2021.
The methods and assumptions used to estimate fair value at March 31, 2022 and December 31, 2021 are as follows:
Securities:
The fair values of securities are contained in Note 4 (“Securities”) of the Notes to Consolidated Financial Statements. Fair value is based upon quoted market prices, where available. If a quoted market price is not available, fair value is estimated
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using quoted market prices for similar securities and adjusted for differences between the quoted instrument and the instrument being valued. When there is limited activity or less transparency around inputs to the valuation, securities are valued using discounted cash flows.
Non-accrual Loans:
For non-accruing loans, fair value is generally estimated by discounting management’s estimate of future cash flows with a discount rate commensurate with the risk associated with such assets or, for collateral dependent loans, 85% of the appraised or internally estimated value of the property. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements.
Junior Subordinated Debentures:
The fair value of the junior subordinated debentures was developed using a credit spread based on stated spreads for recently issued subordinated debt instruments for issuers of similar asset size and credit quality of the Company and with similar durations adjusting for differences in the junior subordinated debt’s credit rating, liquidity, and time to maturity. The unrealized net gain/loss attributable to changes in our own credit risk was determined by adjusting the fair value as determined in the proceeding sentence by the average rate of default on debt instruments with a similar debt rating as our junior subordinated debentures, with the difference from the original calculation and this calculation resulting in the instrument-specific unrealized gain/loss.
Interest Rate Swaps:
The fair value of interest rate swaps is based upon broker quotes.
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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:
Carrying
Fair
Amount
Value
Level 1
Level 2
Level 3
Securities held-to-maturity
Loans
6,610,591
FHLB-NY stock
Accrued interest receivable
1,760
35,540
6,452,895
6,444,392
5,566,578
877,814
868,589
810,634
Accrued interest payable
5,740
6,687,125
1,574
37,124
6,385,445
6,385,276
5,438,870
946,406
816,012
759,540
11. Derivative Financial Instruments
At March 31, 2022 and December 31, 2021, the Company’s derivative financial instruments consisted of interest rate swaps. The Company’s interest rate swaps are used for three purposes: 1) to mitigate the Company’s exposure to rising interest rates on certain fixed rate loans totaling $297.2 million and $299.6 million at March 31, 2022 and December 31, 2021, respectively; 2) to facilitate risk management strategies for our loan customers with $226.3 million of swaps outstanding, which include $113.1 million with customers and $113.1 million with bank counterparties at March 31, 2022 and $228.0 million of swaps outstanding, which include $114.0 million with customers and $114.0 million with bank
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counterparties at December 31, 2021; and 3) to mitigate exposure to rising interest rates on certain short-term advances and brokered CDs totaling $996.5 million at both March 31, 2022 and December 31, 2021.
At March 31, 2022 and December 31, 2021, we held derivatives designated as cash flow hedges, fair value hedges and certain derivatives not designated as hedges.
The Company’s derivative instruments are carried at fair value in the Company’s financial statements as part of Other Assets for derivatives with positive fair values and Other Liabilities for derivatives with negative fair values. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not it qualifies and has been designated as a hedge for accounting purposes, and further, by the type of hedging relationship.
At March 31, 2022 and December 31, 2021, derivatives with a combined notional amount of $226.3 million and $228.0 million, respectively, were not designated as hedges. At March 31, 2022 and December 31, 2021, derivatives with a combined notional amount of $297.2 million and $299.6 million, respectively, were designated as fair value hedges. At March 31, 2022 and December 31, 2021, derivatives with a combined notional amount of $996.5 million and $996.5 million, respectively, were designated as cash flow hedges.
For cash flow hedges, the changes in the fair value of the derivative are reported in accumulated other comprehensive income (loss), net of tax. Amounts in accumulated other comprehensive loss are reclassified into earnings in the same period during which the hedged forecasted transaction effects earnings. During the three months ended March 31, 2022 and 2021, $2.7 million and $2.6 million, respectively, was reclassified from accumulated other comprehensive loss to interest expense. The estimated amount to be reclassified in the next 12 months out of accumulated other comprehensive loss is $10.6 million.
Changes in the fair value of interest rate swaps not designated as hedges are reflected in “Net gain/loss from fair value adjustments” in the Consolidated Statements of Income.
The following table sets forth information regarding the Company’s derivative financial instruments at the periods indicated:
Notional
Fair Value (1)
Interest rate swaps (cash flow hedge)
575,750
20,829
355,000
7,328
Interest rate swaps (fair value hedge)
219,494
6,768
Interest rate swaps (non-hedge)
113,140
8,039
113,988
3,355
77,696
(2,266)
299,555
(12,329)
420,750
(1,280)
641,500
(9,387)
(8,039)
(3,355)
Total derivatives
1,519,970
24,051
1,524,031
(14,388)
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The following table presents information regarding the Company’s fair value hedged items for the periods indicated:
Cumulative Amount
of the Fair Hedging Adjustment
Line Item in the Statement of
Carrying Amount of the
Included in the Carrying Amount of
Financial Position in Which
Hedged
the Hedged
the Hedged Item Is Included
Assets/(Liabilities)
Loan Receivable
105,498
113,730
7,608
182,184
192,694
(5,768)
3,477
5,875
6,298
(18)
293,557
312,722
(5,755)
11,207
The following table sets forth the effect of derivative instruments on the Consolidated Statements of Income for the periods indicated:
Affected Line Item in the Statement Where Net income is Presented
Financial Derivatives:
2,618
2,483
(1,435)
38
(2,520)
(2,586)
Net loss
(3,955)
(65)
The Company’s interest rate swaps are subject to master netting arrangements between the Company and its three designated counterparties. The Company has not made a policy election to offset its derivative positions.
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The following tables present the effect of the master netting arrangements on the presentation of the derivative assets and liabilities in the Consolidated Statements of Condition as of the dates indicated:
Gross Amounts Not Offset in the
Consolidated Statement of
Gross Amount Offset in
Net Amount of Assets
Condition
Gross Amount of
the Statement of
Presented in the Statement of
Financial
Cash Collateral
Recognized Assets
Instruments
Received
Net Amount
21,005
14,631
Net Amount of Liabilities
Recognized
Pledged
21,527
3,544
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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:
For the three months ended March 31, 2022
Unrealized Gains
(Losses) on
Available for Sale
Cash flow
Defined Benefit
Option Elected
Hedges
Pension Items
on Liabilities
Beginning balance, net of tax
(6,272)
(1,406)
(1,282)
2,276
Other comprehensive income before reclassifications, net of tax
12,941
(10,621)
Amounts reclassified from accumulated other comprehensive income, net of tax
1,810
(9)
1,801
Net current period other comprehensive income, net of tax
Ending balance, net of tax
(29,699)
13,345
(1,291)
2,141
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1,290
(17,521)
(1,884)
1,849
5,973
3,672
1,825
66
Net current period other comprehensive income (loss), net of tax
(927)
(9,723)
(1,818)
1,765
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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 Loss Components
Comprehensive Loss
Where Net Income is Presented
Cash flow hedges:
(2,650)
840
(1,810)
Net of tax
Amortization of defined benefit pension items:
Actuarial losses
(6)
Other operating expense
Prior service credits
(13)
Total before tax
(2,637)
812
(1,825)
(117)
(96)
(66)
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, 2022, the Bank continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Bank was 6.13% at March 31, 2022 and December 31, 2021.
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Set forth below is a summary of the Bank’s compliance with banking regulatory capital standards.
Percent of
Tier I (leverage) capital:
Capital level
844,429
10.45
840,105
10.39
Requirement to be well capitalized
404,176
5.00
404,366
Excess
440,253
5.45
435,739
5.39
Common Equity Tier I risk-based capital:
13.55
13.58
405,045
6.50
402,100
439,384
7.05
438,005
7.08
Tier I risk-based capital:
498,518
8.00
494,892
345,911
5.55
345,213
5.58
Total risk-based capital:
880,754
14.13
874,400
623,147
10.00
618,615
257,607
4.13
255,785
The Holding Company is subject to the same regulatory capital requirements as the Bank. As of March 31, 2022, the Holding Company continues to be categorized as “well-capitalized” under the prompt corrective action regulations and continues to exceed all regulatory capital requirements. The CCB for the Holding Company at March 31, 2022 and December 31, 2021 was 5.74% and 5.75%, respectively.
Set forth below is a summary of the Holding Company’s compliance with banking regulatory capital standards.
731,536
9.05
726,174
8.98
404,150
404,422
327,386
4.05
321,752
3.98
675,434
10.84
671,494
10.86
405,081
401,836
270,353
4.34
269,658
4.36
11.74
11.75
498,562
494,568
232,974
3.74
231,606
3.75
892,861
14.33
885,469
14.32
623,202
618,210
269,659
4.33
267,259
4.32
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14. New Authoritative Accounting Pronouncements
Accounting Standards Pending Adoption:
In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (Topic 326), which replaces the recognition and measurement guidance related to troubled debt restructurings (“TDR”) for creditors that have adopted ASC Topic 326 (commonly referred to as “CECL”) with the recognition and measurement guidance contained in ASC 310-20 to determine whether a modification results in a new loan or a continuation of an existing loan. This ASU also enhances disclosures about loan modifications for borrowers who are experiencing financial difficulty. The guidance also requires public business entities to present gross write-offs by year of origination in their vintage disclosures. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this ASU should be applied on a prospective basis; however, institutions have the option to apply a modified retrospective transition method as it relates to the recognition and measurement of TDRs, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. We are evaluating the impacts of this ASU and have not yet determined whether this will have material effects on our business operations and consolidated financial statements.
In January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-01, “Reference Rate Reform” (Topic 848), which clarifies that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022.
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” (Topic 848), which provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or re-measurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity could elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We anticipate this ASU will simplify any modifications we execute between the selected start date (yet to be determined) and December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the continuation of the contract, rather than extinguishment of the old contract resulting in writing off unamortized fees/costs. We are evaluating the impacts of this ASU and have not yet determined whether LIBOR transition and this ASU will have material effects on our business operations and consolidated financial statements. The amendments in this Update apply to contract modifications that replace a reference rate reform and contemporaneous modifications of other terms related to the replacement of the reference rate.
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Management’s Discussions and Analysis of
Financial Condition and Results of Operations
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report should be read in conjunction with the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2021. In addition, please read this section in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements contained herein.
As used in this Quarterly Report, the words “we,” “us,” “our” and the “Company” are used to refer to Flushing Financial Corporation and its direct and indirect wholly owned subsidiaries, Flushing Bank (the “Bank”), Flushing Service Corporation, FSB Properties Inc., and Flushing Preferred Funding Corporation, which was dissolved as of June 30, 2021.
Statements contained in this Quarterly Report relating to plans, strategies, objectives, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed elsewhere in this Quarterly Report and in other documents filed by us with the Securities and Exchange Commission from time to time, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2021. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “goals,” “potential” or “continue” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We have no obligation to update these forward-looking statements.
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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, 2022, the Bank owns two subsidiaries: Flushing Service Corporation, and FSB Properties Inc. The Bank also operates an internet branch, which operates under the brands of iGObanking.com® and BankPurely® (the “Internet Branch”). The activities of Flushing Financial Corporation are primarily funded by dividends, if any, received from the Bank, issuances of subordinated debt, junior subordinated debt, and issuances of equity securities. Flushing Financial Corporation’s common stock is traded on the NASDAQ Global Select Market under the symbol “FFIC.”
Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) originations and purchases of multi-family residential loans, commercial business loans, commercial real estate mortgage loans and, to a lesser extent, one-to-four family loans (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) Small Business Administration (“SBA”) loans and other small business loans; (3) construction loans; (4) mortgage loan surrogates such as mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities. We also originate certain other consumer loans including overdraft lines of credit. Our results of operations depend primarily on net interest income, which is the difference between the income earned on our interest-earning assets and the cost of our interest-bearing liabilities. Net interest income is the result of our net interest rate margin, which is the difference between the average yield earned on interest-earning assets and the average cost of interest-bearing liabilities, adjusted for the difference in the average balance of interest-earning assets as compared to the average balance of interest-bearing liabilities. We also generate non-interest income primarily from loan fees, service charges on deposit accounts, mortgage servicing fees, and other fees, income earned on Bank Owned Life Insurance (“BOLI”), dividends on Federal Home Loan Bank of New York (“FHLB-NY”) stock and net gains and losses on sales of securities and loans. Our operating expenses consist principally of employee compensation and benefits, occupancy and equipment costs, other general and administrative expenses and income tax expense. Our results of operations also can be significantly affected by changes in the fair value of financial assets and financial liabilities for which changes in value are recorded through earnings and our periodic provision for credit losses.
Our investment policy, which is approved by the Board of Directors, is designed primarily to manage the interest rate sensitivity of our overall assets and liabilities, to generate a favorable return without incurring undue interest rate risk and credit risk, to complement our lending activities and to provide and maintain liquidity. In establishing our investment strategies, we consider our business and growth strategies, the economic environment, our interest rate risk exposure, our interest rate sensitivity “gap” position, the types of securities to be held and other factors. We classify our investment securities as available for sale or held-to-maturity.
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We carry a portion of our financial assets and financial liabilities under the fair value option and record changes in their fair value through earnings in non-interest income on our Consolidated Statements of Income and Comprehensive Income. A description of the financial assets and financial liabilities that are carried at fair value through earnings can be found in Note 10 (“Fair Value of Financial Instruments”) of the Notes to the Consolidated Financial Statements.
For the three months ended March 31, 2022, we reported net income of $18.2 million, or $0.58 per diluted common share, and reported record net interest income totaling $63.5 million. The record net interest income was driven by a seven basis point increase in the net interest margin, as the cost of interest-bearing liabilities improved eight basis points to 0.50% from 0.58% for the three months ended December 31, 2021.
Our loan portfolio is greater than 87% collateralized by real estate with an average loan to value of less than 38%. We have a long history and foundation built upon disciplined underwriting, good credit quality and a resilient seasoned loan portfolio with strong asset protection. At March 31, 2022, our allowance for credit losses (“ACL”) - loans stands at 57 basis points of gross loans and 266.1% of non-performing loans. Non-performing assets at the end of the quarter were 17 basis points of total assets.
The Bank and Company remain well capitalized under current capital regulations and are subject to the same regulatory capital requirements. See Note 13 (“Regulatory Capital”) of the Notes to the Consolidated Financial Statements.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
General. Net income for the three months ended March 31, 2022 was $18.2 million, a decrease of $0.8 million from $19.0 million for the three months ended March 31, 2021. Diluted earnings per common share were $0.58 for the three months ended March 31, 2022, a decrease of $0.02 from $0.60 for the three months ended March 31, 2021.
Return on average equity was 10.83% for the three months ended March 31, 2022 compared to 12.29% for the three months ended March 31, 2021. Return on average assets was 0.91% for the three months ended March 31, 2022 compared to 0.93% for the three months ended March 31, 2021.
Interest Income. Interest and dividend income decreased $0.8 million, or 1.1%, to $71.3 million for the three months ended March 31, 2022 from $72.1 million for the three months ended March 31, 2021. The decrease in interest income was primarily attributable to a decrease of $96.8 million in the average balance of interest-earning assets to $7,570.4 million for the three months ended March 31, 2022 from $7,667.2 million for the comparable prior year period. The decrease in the average balance of interest-earning assets was primarily driven by the decline in average loans, which were down $121.8 million year over year. Excluding prepayment penalty income from loans, net recoveries/reversals of interest from non-accrual loans, net gains/losses from fair value adjustments on qualifying hedges, and purchase accounting adjustments, the yield on total loans, net, increased one basis point to 3.94% for the three months ended March 31, 2022 from 3.93% for the three months ended March 31, 2021.
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Interest Expense. Interest expense decreased $3.4 million, or 30.3%, to $7.8 million for the three months ended March 31, 2022 from $11.2 million for the three months ended March 31, 2021. The decrease in interest expense was primarily due to a decline of 19 basis points in the average cost of interest-bearing liabilities to 0.50% for the three months ended March 31, 2022 from 0.69% for the three months ended March 31, 2021 and the decrease of $257.4 million in the average balance of interest-bearing liabilities to $6,220.5 million for the three months ended March 31, 2022 from $6,477.9 million for the comparable prior year period.
Net Interest Income. Net interest income for the three months ended March 31, 2022 was $63.5 million, an increase of $2.6 million, or 4.2%, from $60.9 million for the three months ended March 31, 2021. The increase in net interest income was primarily due to net interest-earning assets growing $160.5 million year over year to $1,349.9 million for the quarter ended March 31, 2022, and an increase of 18 basis points in the net interest margin to 3.36% during the same period. Included in net interest income was prepayment penalty income, net of reversals and recovered interest from non-accrual loans totaling $1.7 million and $0.9 million for the three months ended March 31, 2022 and 2021, respectively, net (losses) gains from fair value adjustments on qualifying hedges totaling $(0.1) million and $1.4 million for the three months ended March 31, 2022 and 2021, respectively, and purchase accounting income adjustments of $1.1 million and $0.9 million for the three months ended March 31, 2022 and 2021, respectively. Excluding all of these items, the net interest margin for the three months ended March 31, 2022 was 3.22%, an increase of 21 basis points, from 3.01% for the three months ended March 31, 2021.
Provision for Credit Losses. During the three months ended March 31, 2022, the provision for credit losses was $1.4 million, compared to $2.8 million for the three months ended March 31, 2021. The provision recorded during the three months ended March 31, 2022 was greater than net charge-offs of $0.9 million. During the three months ended March 31, 2022, non-accrual loans decreased $0.9 million to $14.1 million from December 31, 2021. The current average loan-to-value ratio for our non-performing loans collateralized by real estate was 37% at March 31, 2022. The Bank continues to maintain conservative underwriting standards.
Non-Interest Income. Non-interest income for the three months ended March 31, 2022 was $1.3 million, a decrease of $5.0 million from $6.3 million in the prior year comparable period. The decrease was primarily due to a decline in loan swap income, gains from disposition of assets and net gains from fair value adjustments. The decline in net gains from fair value adjustments was primarily driven by the termination of $18.0 million in interest rate swaps in 2021. These swaps resulted in net gains totaling $2.6 million for the three months ended March 31, 2021.
Non-Interest Expense. Non-interest expense for the three months ended March 31, 2022 was $38.8 million, an increase of $0.6 million, or 1.7%, from $38.2 million for the three months ended March 31, 2021. The increase in non-interest expense was primarily due to the growth of the Company.
Income before Income Taxes. Income before income taxes for the three months ended March 31, 2022 was $24.6 million, a decrease of $1.6 million, or 6.0%, from $26.2 million for the three months ended March 31, 2021 for the previously discussed reasons.
Provision for Income Taxes. The provision for income taxes was $6.4 million for the three months ended March 31, 2022, a decrease of $0.8 million, or 10.6%, from $7.2 million for the three months ended March 31, 2021. The decrease was primarily due to a decline in income before income taxes. The effective tax rate for three months ended March 31, 2022 was 26.1% compared to 27.4% for the three months ended March 31, 2021.
FINANCIAL CONDITION
Assets. Total assets at March 31, 2022 were $8,169.8 million, an increase of $123.9 million, or 1.5%, from $8,045.9 million at December 31, 2021. Total loans, net decreased $31.1 million, or 0.5%, during the three months ended March 31, 2022, to $6,569.8 million from $6,601.0 million at December 31, 2021. The decrease was primarily due to PPP loan forgiveness totaling $34.1 million during the three months ended March 31, 2022. Loan originations and purchases were $329.3 million for the three months ended March 31, 2022, an increase of $6.4 million, or 2.0%, from $322.9 million for the three months
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ended March 31, 2021. We continue to focus on the origination of multi-family residential, commercial real estate and commercial business loans with a full banking relationship. The loan pipeline was $663.7 million at March 31, 2022, compared to $429.3 million at December 31, 2021.
The following table shows loan originations and purchases for the periods indicated:
For the three months
ended March 31,
98,180
58,553
45,102
17,156
One-to-four family – mixed-use property
8,498
8,712
One-to-four family – residential
9,261
3,131
Construction (1)
8,802
7,123
Small Business Administration (2)
125,093
Commercial business and other (3)
159,476
103,118
329,319
322,886
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, 2022 had an average loan-to-value ratio of 56.9% and an average debt coverage ratio of 176%.
The Bank’s non-performing assets totaled $14.1 million at March 31, 2022, a decrease of $0.9 million, or 5.8%, from December 31, 2021. Total non-performing assets as a percentage of total assets were 0.17% at March 31, 2022 and 0.19% at December 31, 2021. The ratio of ACL - loans to total non-performing loans was 266.1% at March 31, 2022 and 248.7% at December 31, 2021.
During the three months ended March 31, 2022, mortgage-backed securities decreased $18.4 million, or 3.2%, to $561.7 million from $580.1 million at December 31, 2021. The decrease in mortgage-backed securities during the three months ended March 31, 2022 was primarily due to the principal repayment of securities totaling $31.7 million and the decrease in the fair value of the securities totaling $30.5 million partially offset by the purchase of securities totaling $44.5 million at an average rate of 2.48%.
During the three months ended March 31, 2022, other securities, increased $97.3 million, or 38.2%, to $352.4 million from $255.0 million at December 31, 2021. The increase in other securities during the three months ended March 31, 2022, was primarily due to purchases of $102.3 million at an average rate of 2.24% partially offset by a decrease in the fair value of other securities totaling $4.3 million, and maturities, sales and calls totaling $0.6 million. At March 31, 2022 other securities primarily consist of securities issued by mutual or bond funds that invest in government and government agency securities, municipal bonds, corporate bonds, and CLOs.
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Liabilities. Total liabilities were $7,494.0 million at March 31, 2022, an increase of $127.7 million, or 1.7%, from $7,366.3 million at December 31, 2021. During the three months ended March 31, 2022, due to depositors increased $39.9 million, or 0.6%, to $6,373.4 million due to an increase of $100.1 million in non-maturity deposits, partially offset by a decrease of $60.3 million in certificates of deposit. The decrease in certificates of deposit was due to management’s decision to allow these deposits to mature and replace with lower cost funding. The increase in non-maturity deposits was due to increases of $20.4 million, $73.4 million, $4.3 million, and $2.0 million in money market accounts, demand deposits accounts, NOW accounts, and savings accounts, respectively. Included in deposits were brokered deposits totaling $636.7 million, an increase of $10.4 million from $626.3 million at December 31, 2021. Borrowed funds increased $61.6 million during the three months ended March 31, 2022.
Equity. Total stockholders’ equity decreased $3.8 million, or 0.6%, to $675.8 million at March 31, 2022 from $679.6 million at December 31, 2021. Stockholders’ equity decreased due to a decline in accumulated other comprehensive income of $8.8 million, the declaration and payment of dividends on the Company’s common stock of $0.22 per common share totaling $6.9 million and 360,000 shares repurchased totaling $8.5 million. These decreases were partially offset by net income of $18.2 million. Book value per common share was stable at $22.26 at March 31, 2022 and December 31, 2021.
Liquidity. Liquidity is the ability to economically meet current and future financial obligations. The Company’s primary objectives in terms of managing liquidity is to maintain the ability to originate and purchase loans, repay borrowings as they mature, satisfy financial obligations that arise in the normal course of business and meet our customer’s deposit withdrawal needs. Our primary sources of funds are deposits, borrowings, principal and interest payments on loans, mortgage-backed and other securities, and proceeds from sales of securities and loans. Deposit flows and mortgage prepayments, however, are greatly influenced by general interest rates, economic conditions, and competition. The Company has other sources of liquidity, including unsecured overnight lines of credit, brokered deposits and other types of borrowings.
Liquidity management is both a short and long-term function of business management. During 2021, funds were provided by the Company’s operating activities, which were used to fund our investing and financing activities. Our most liquid assets are cash and cash equivalents, which include cash and due from banks, overnight interest-earning deposits and federal funds sold with original maturities of 90 days or less. The level of these assets is dependent on our operating, financing, lending, and investing activities during any given period. At March 31, 2022, cash and cash equivalents totaled $186.4 million, an increase of $104.7 million from December 31, 2021. We also held unencumbered securities available for sale totaling $584.1 million at March 31, 2022.
At March 31, 2022, the Bank was able to borrow up to $3,621.3 million from the FHLB-NY in Federal Home Loan Bank advances and letters of credit. As of March 31, 2022, the Bank had $1,542.9 million outstanding in combined balances of FHLB-NY advances and letters of credit. At March 31, 2022, the Bank also has unsecured lines of credit with other commercial banks totaling $560.0 million, with $135.0 million outstanding amount. In addition, the Holding Company has subordinated debentures with a principal balance totaling $125.0 million and junior subordinated debentures with a face amount of $61.9 million and a carrying amount of $58.0 million. Management believes its available sources of funds are sufficient to fund current operations.
INTEREST RATE RISK
Economic Value of Equity Analysis. The Consolidated Statements of Financial Position have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in fair value of certain investments due to changes in interest rates. Generally, the fair value of financial investments such as loans and securities fluctuate inversely with changes in interest rates. As a result, increases in interest rates could result in decreases in the fair value of the Company’s interest-earning assets which could adversely affect the Company’s results of operations
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if such assets were sold, or, in the case of securities classified as available for sale, decreases in the Company’s stockholders’ equity, if such securities were retained.
The Company quantifies the net portfolio value should interest rates immediately go up 100 or 200 basis points or down 100 basis points, assuming the yield curves of the rate shocks will be parallel to each other. Net portfolio value is defined as the market value of assets net of the market value of liabilities. The market value of assets and liabilities is determined using a discounted cash flow calculation. The net portfolio value ratio is the ratio of the net portfolio value to the market value of assets. The changes in value are measured as percentage changes from the net portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at March 31, 2022. Various estimates regarding prepayment assumptions are made at each level of rate shock. At March 31, 2022, the Company was within the guidelines set forth by the Board of Directors for each interest rate level.
The following table presents the Company’s interest rate shock as of March 31, 2022:
Change in Interest Rate
Net Portfolio Value
Net Portfolio Value Ratio
-100 Basis points
(1.6)
14.5
Base interest rate
15.1
+100 Basis points
(5.5)
14.6
+200 Basis points
(11.1)
14.0
Income Simulation Analysis. The Company manages the mix of interest-earning assets and interest-bearing liabilities on a continuous basis to maximize return and adjust its exposure to interest rate risk. On a quarterly basis, management provides a report for review by the ALCO Investment Committee of the Board of Directors. This report quantifies the potential changes in net interest income and net portfolio value through various interest rate scenarios.
The starting point for the net interest income simulation is an estimate of the next twelve month’s net interest income assuming that both interest rates and the Company’s interest-sensitive assets and liabilities remain at period-end levels. The net interest income simulation assumes that changes in interest rates change gradually in equal increments over the twelve-month period. Prepayment penalty income is excluded from this analysis. Based on these assumptions, net interest income would be reduced by 4.2% from a 100 basis point increase in rates over the next twelve months. Actual results could differ significantly from these estimates.
At March 31, 2022, the Company had a derivative portfolio with a notional value totaling $1.5 billion. This portfolio is designed to provide protection against rising interest rates. See Note 11 (“Derivative Financial Instruments”) of the Notes to the Consolidated Financial Statements.
A portion of this portfolio is comprised of interest rate swaps on certain short-term advances and brokered deposits totaling $996.5 million. At March 31, 2022, $591.5 million of the interest rate swaps are effective swaps at a weighted average rate of approximately 1.95% that largely mature by the end of 2023 and $405.0 million of the interest rate swaps are forward swaps effective at different points through 2024, at an average rate of 0.77%. A summary of maturity dates and effective dates of our interest rate swaps on short-term advances and brokered deposits held at March 31, 2022, are shown in the table below:
Weighted Average Rate
Effective Swaps Maturity
125,000
1.86
321,000
2.09
121,000
1.96
25,000
0.47
Forward Starting Swaps
0.88
230,000
0.70
50,000
0.80
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The net interest income simulation incorporates the next twelve months (through March 31, 2023) and only a portion of the effective swap maturities and the forward starting swaps are included in this period. Assuming another equal increment ramp of 100 basis points increase in rates in the second year (through March 31, 2024), for a total of 200 basis points over two years, the total derivative portfolio has a 1.6% benefit to net interest income (versus the base case) in the first year and a cumulative benefit of 4.6% by the second year.
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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 rate earned or paid on them. The following table sets forth certain information relating to the Company’s Consolidated Statements of Financial Condition and Consolidated Statements of Income for the three months ended March 31, 2022 and 2021, and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods shown. Average balances are derived from average daily balances. The yields include amortization of fees which are considered adjustments to yields.
Average
Yield/
Interest-earning assets:
Mortgage loans, net
5,152,070
53,970
4.19
5,155,975
55,219
4.28
Other loans, net
1,426,610
13,546
3.80
1,544,501
13,802
3.57
Total loans, net (1) (2)
6,578,680
4.11
6,700,476
4.12
Taxable securities:
580,670
2,167
1.49
433,917
1,698
1.57
226,744
1,119
1.97
300,828
963
1.28
Total taxable securities
807,414
3,286
1.63
734,745
2,661
1.45
Tax-exempt securities: (3)
57,611
4.10
50,828
530
4.17
Total tax-exempt securities
Interest-earning deposits and federal funds sold
126,668
0.16
181,168
0.08
Total interest-earning assets
7,570,373
71,444
3.77
7,667,217
72,248
479,097
480,497
8,049,470
8,147,714
Liabilities and Equity
Interest-bearing liabilities
Deposits:
Savings accounts
156,592
49
0.13
170,079
75
0.18
NOW accounts
2,036,914
793
2,185,384
0.31
Money market accounts
2,253,630
1,275
0.23
1,905,543
2,100
0.44
Certificate of deposit accounts
889,847
1,289
1,102,641
0.81
Total due to depositors
5,336,983
3,406
0.26
5,363,647
6,103
0.46
Mortgagors' escrow accounts
71,509
0.01
65,372
Total deposits
5,408,492
0.25
5,429,019
0.45
812,018
2.18
1,048,852
Total interest-bearing liabilities
6,220,510
0.50
6,477,871
0.69
Non-interest-bearing deposits
1,001,571
856,052
154,377
194,144
7,376,458
7,528,067
Equity
673,012
619,647
Total liabilities and equity
Net interest income / net interest rate spread (tax equivalent) (3)
63,603
3.27
61,003
3.08
Net interest-earning assets / net interest margin (tax equivalent)
1,349,863
3.36
1,189,346
3.18
Ratio of interest-earning assets to interest-bearing liabilities
1.22
X
1.18
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LOANS
The following table sets forth the Company’s loan originations (including the net effect of refinancing) and the changes in the Company’s portfolio of loans, including purchases, sales and principal reductions for the periods indicated.
Mortgage Loans
At beginning of period
5,200,782
5,228,271
Mortgage loans originated:
One-to-four family mixed-use property
One-to-four family residential
8,096
3,819
Total mortgage loans originated
169,137
91,371
Mortgage loans purchased:
706
3,304
Total mortgage loans purchased
Less:
Principal reductions
216,487
162,984
Mortgage loan sales
7,842
Charge-offs
At end of period
5,154,138
5,151,984
Non-mortgage loans
1,433,084
1,473,358
Loans originated:
Small Business Administration (1)
Commercial business
105,514
80,191
359
283
Total other loans originated
105,873
205,567
Non-mortgage loans purchased:
53,603
22,644
Total non-mortgage loans purchased
Principal reductions (2)
146,066
105,006
Charge-offs (3)
2,786
1,446,486
1,593,777
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TROUBLED DEBT RESTRUCTURED (“TDR”) AND NON-PERFORMING ASSETS
Accrual Status:
1,345
1,375
1,243
1,340
12,085
12,460
Non-Accrual Status:
258
261
2,809
41
3,067
Total performing troubled debt restructured
The following table shows our non-performing assets at the period indicated:
Non-accrual loans:
3,414
2,431
613
790
1,309
7,387
7,725
Small business administration
937
Commercial Business and other (1)
1,533
1,918
14,066
14,933
Total non-performing loans
Total non-performing assets
Non-performing assets to total assets
0.17
0.19
ACL - loans to non-accrual loans
266.12
248.66
ACL - loans to non-performing loans
(1) Not included in the above analysis are the following non-accrual TDRs that are performing according to their restructured terms: one-to-four family mixed-use property loans totaling $0.3 million at both March 31, 2022 and December 31, 2021, respectively, and commercial business loans totaling $2.8 million and less than $0.1 million at March 31, 2022 and December 31, 2021, respectively.
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CRITICIZED AND CLASSIFIED ASSETS
Our policy is to review our assets, focusing primarily on the loan portfolio, OREO, and the investment portfolios, to ensure that credit quality is maintained at the highest levels. See Note 5 (“Loans”) of the Notes to the Consolidated Financial Statements for a description of how loans are determined to be criticized or classified and a table displaying criticized and classified loans at March 31, 2022 and December 31, 2021. The Company had one investment security classified as special mention that had an outstanding balance of $21.0 million as of March 31, 2022 and December 31, 2021. Our total Criticized and Classified assets were $80.2 million at March 31, 2022, an increase of $1.6 million from $78.6 million at December 31, 2021.
ALLOWANCE FOR CREDIT LOSSES
The following table shows allowance for credit losses at the period indicated:
Loans- Charge-off
Loans- Recovery
Loans- Provision
Allowance for Credit Losses - Loans
HTM Securities- Provision
Allowance for HTM Securities losses
Off-Balance Sheet- (Benefit) Provision
Allowance for Off-Balance Sheet losses
40,008
47,318
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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:
SBA
1,028
Taxi medallion
Commercial business and other loans
Total loans charged-off
1,036
Recoveries:
Total recoveries
Net (charge-offs) recoveries
(935)
(2,865)
Balance at end of year
Ratio of net charge-offs (recoveries) during the period to average loans outstanding during the period
0.06
Ratio of ACL - loans to gross loans at end of period
0.57
Ratio of ACL - loans to non-performing assets at end of period
212.52
Ratio of ACL - loans to non-performing loans at end of period
212.87
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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, 2022, the design and operation of these disclosure controls and procedures were effective. During the period covered by this Quarterly Report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATIOMTION
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, 2021.
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, 2022:
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, 2022
848,187
February 1 to February 28, 2022
245,000
23.57
603,187
March 1 to March 31, 2022
115,000
23.42
488,187
360,000
23.52
During the quarter ended March 31, 2022, the Company repurchased 360,000 shares of the Company’s common stock. On March 31, 2022, 488,187 shares remained to be repurchased under the currently authorized stock repurchase program. Stock will be purchased under the current stock repurchase programs from time to time, in the open market or through private transactions, subject to market conditions. There is no expiration or maximum dollar amount under these authorizations.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
Exhibit No.
3.1 P
Certificate of Incorporation of Flushing Financial Corporation (1)
3.2
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (3)
3.3
Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (5)
3.4
Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (4)
3.5
Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (2)
3.6
Amended and Restated By-Laws of Flushing Financial Corporation (6)
4.1
Indenture dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)
4.2
First Supplemental Indenture, dated November 22, 2021, between Flushing Financial Corporation and Wilmington Trust, National Association, as trustee. (8)
Flushing Financial Corporation has outstanding certain long-term debt. None of such debt exceeds ten percent of Flushing Financial Corporation's total assets; therefore, copies of constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request.
10.1
Amended Flushing Financial Corporation 2014 Omnibus Plan (7)
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer (filed herewith)
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer (filed herewith)
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Executive Officer (furnished herewith)
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 by the Chief Financial Officer (furnished herewith)
101.INS
Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
September 1, 1995, Registration No. 33-96488. (P: Indicates a filing submitted in paper)
September 30, 2002.
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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 6, 2022
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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