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, 2019. In addition, please read this section in
conjunction with our Consolidated Financial Statements and Notes to Consolidated
Financial Statements contained herein.

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

Statements contained in this Quarterly Report relating to plans, strategies,
objectives, economic performance and trends, projections of results of specific
activities or investments and other statements that are not descriptions of
historical facts may be forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking information is inherently subject to risks
and uncertainties and actual results could differ materially from those
currently anticipated due to a number of factors, which include, but are not
limited to, factors discussed elsewhere in this Quarterly Report and in other
documents filed by us with the Securities and Exchange Commission from time to
time, including, without limitation, our Annual Report on Form 10-K for the year
ended December 31, 2019. 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.

Impact of COVID-19

In March 2020, the World Health Organization recognized the outbreak of the
novel Coronavirus Disease 2019 ("COVID-19") as a pandemic. The Spread of
COVID-19 has created a global public health crisis that has resulted in
unprecedented uncertainty, volatility and disruption in financial markets and in
governmental, commercial and consumer activity in United States and globally,
including the markets we serve. In response to the pandemic, government placed
orders for shelter in place, maintain social distancing and closed businesses
that are not deemed essential.

The Company was quick to respond to the pandemic with new health and safety
measures, including social distancing, appointment banking and expansion of our
remote capabilities. Our staff responded to these changes in a superb fashion
and continue to provide our customers with excellent service. Today we have the
capability of having our entire staff work remotely. On any given day, as many
as 85% of staff work from home. The Federal Reserve's dramatic 150 basis point
drop in rates provided the country with much needed liquidity to counteract the
negative economic effects of the COVID-19 pandemic. As a result, we recorded
mark to market adjustments on items carried at fair value under the fair value
option and on our derivative portfolio totaling $0.20 per share, after-tax.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES")
Act was signed in to law. It contains substantial tax and spending provisions
intended to address the impact of the COVID-19 pandemic. The CARES Act includes
the Paycheck Protection Program ("PPP"), a program to aid small and medium-
sized businesses through federally guaranteed loans distributed through banks.
These loans are intended to guarantee eight weeks of payroll and other costs to
help those businesses remain viable and allow their workers to pay their bills.

During these tumultuous times, we are actively assisting our customers by
providing short-term forbearances in the form of deferrals of interest,
principal and/or escrow for terms ranging from one to six months. Through April
17th, 2020, we have approved forbearances for loans with an aggregate
outstanding loan balance of approximately $839 million of which $673 million is
in our real estate portfolio and $166 million is in our business banking
portfolio. Given the pandemic and

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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

current economic environment, we continue to see interest from our customers to
modify loans. We actively participated in the PPP, gaining approval to fund up
to $64 million of these loans.  We also expect to participate in the Main Street
Lending Program in order to assist our customers.

Executive Summary


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

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

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

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

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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

Our net interest margin for three months ended March 31, 2020 decreased $0.4
million to $40.8 million from $41.2 million from the three months ended December
2019. The provision for credit losses for loans was increased $7.5 million from
the three months ended December 31, 2019 primarily due to the adoption of CECL
beginning January 1, 2020 and the impact of negative economic conditions
resulting from the COVID-19 pandemic. CECL requires consideration of a broader
range of information in order to update expected credit losses to capture life
of loan and held-to-maturity debt securities estimated losses. These losses are
estimated using historical loss experience, current conditions, and a reasonable
and supportable forecast that affect the collectability of the reported amount.
Since current economic conditions were negatively impacted by COVID-19 pandemic,
the CECL model factored in the current condition which increased our allowance
for loan losses by approximately 30%.

During the three months ended March 31, 2020, our loan pipeline remained strong
at $324 million. The strong C&I production aids to the diversification of our
loan portfolio, these loans are generally floating rate loans which represents
19% of our loan portfolio at March 31, 2020. Loan closings for three months
ended March 31, 2020 increased to $299 million compared to $270 million for
three months ended December 31, 2019.

During the three months ended March 31, 2020, the yield on interest-earning
assets decreased 23 basis points, while the cost of interest-bearing liabilities
decreased 22 basis points from the three months ended December 31, 2019,
resulting in net interest margin compression of four basis points. The decrease
in the cost of interest-bearing liabilities was primarily driven by Federal
Reserve dropping the rates 150 basis points to combat against COVID-19 pandemic.

Our non-accrual and non-performing loans increased $3.9 million and $3.5 million, respectively from December 31, 2019. Net charge-offs totaled $1.1 million. The average loan-to-value on our non-performing real estate loans at March 31, 2020 remained conservative at approximately 29.0%.

The Bank and Company remain well capitalized under current capital regulations and are subject to the same regulatory capital requirements. See Note 15 ("Regulatory Capital") of the Notes to the Consolidated Financial Statements.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2020 and 2019



General. Net income (loss) for the three months ended March 31, 2020 was ($1.4)
million, a decrease of $8.5 million, or 119.7%, compared to $7.1 million for the
three months ended March 31, 2019. Diluted earnings (loss) per common share were
($0.05) for the three months ended March 31, 2020, a decrease of $0.30, or
120.0%, from $0.25 for the three months ended March 31, 2019.

Return (loss) on average equity decreased to (1.0)% for the three months ended
March 31, 2020 from 5.1% for the three months ended March 31, 2019. Return on
average assets decreased to (0.1)% for the three months ended March 31, 2020
from 0.4% for the three months ended March 31, 2019.

Interest Income. Interest and dividend income decreased $3.1 million, or 4.5%,
to $66.7 million for the three months ended March 31, 2020 from $69.8 million
for the three months ended March 31, 2019. The decrease in interest income was
primarily attributable to a decrease in the yield of average interest earning
assets of 31 basis points, partially offset by an increase of $198.7 million in
the average balance of interest-earning assets to $6,719.9 million for the
three months ended March 31, 2020 from $6,521.1 million for the comparable
prior year period. The decrease in the yield on interest-earning assets was
primarily due to decreases of 28 basis points and 65 basis points in the yield
of total loans and taxable securities, respectively. The decrease of 28 basis
points in the yield on the total loans, net, was primarily due to the impact of
net losses from fair value adjustments on qualifying hedges totaling $2.1
million compared to $0.6 million for the three months ended March 31, 2019. The
decrease in the yield of securities was primarily due to higher yielding
securities replaced by lower yielding securities. Excluding prepayment penalty
income, recovered interest from loans and net losses from fair value adjustments
on qualifying hedges, the yield on total loans, net, would have decreased 15
basis points to 4.28% for the three months ended March 31, 2020 from 4.43% for
the three months ended March 31, 2019, primarily due to loans being both
originated and repriced at lower rates.

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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

Interest Expense. Interest expense decreased $2.2 million, or 7.7%, to $25.8
million for the three months ended March 31, 2020 from $28.0 million for the
three months ended March 31, 2019. The decrease in interest expense was
primarily due to a decrease of 19 basis points in the average cost of
interest-bearing liabilities to 1.74% for the three months ended March 31, 2020
from 1.93% for the three months ended March 31, 2019, partially offset by an
increase of $140.7 million in the average balance of interest-bearing
liabilities to $5,951.9 million for the three months ended March 31, 2020 from
$5,811.3 million for the comparable prior year period. Additionally, the cost of
borrowed funds decreased to 2.16% from 2.27% in the prior year period. The
decrease in the cost of interest-bearing liabilities was primarily due to
Federal Reserve lowering rates.

Net Interest Income. Net interest income for the three months ended March 31,
2020 was $40.8 million, a decrease of $1.0 million, or 2.3%, from $41.8 million
for the three months ended March 31, 2019. The decrease in net interest income
was primarily due to the 31 basis point decrease in the yield of
interest-earning assets to 3.98% from 4.29% for the comparable prior year
period, partially offset by an increase in the average balance of $198.7 million
for the three months ended March 31, 2020. Additionally, net interest income was
positively impacted by a decrease of 19 basis points in the cost of
interest-bearing liabilities to 1.74% for the three months ended March 31, 2020
as compared to 1.93% for the three months ended March 31, 2019, partially offset
by increase of $140.7 million in the average balance of interest-bearing
liabilities to $5,951.9 million from $5,811.3 million in the prior year period.
The net effect of the above on both the net interest spread and net interest
margin were decreases of 12 basis points to 2.24% and 13 basis points to 2.44%,
respectively, for the quarter ended March 31, 2020 compared to the quarter ended
March 31, 2019. Included in net interest income was prepayment penalty income
from loans totaling $0.7 million in each of the three month periods ended March
31, 2020 and 2019, recovered interest from non-accrual loans totaling $0.4
million and $0.7 million for the three months ended March 31, 2020 and 2019,
respectively, and net losses from fair value adjustments on qualifying hedges
totaling $2.1 million and $0.6 million for three months ended March 31, 2020 and
2019, respectively. Excluding prepayment penalty income, recovered interest, and
net losses from fair value adjustment on qualifying hedges, the net interest
margin for the three months ended March 31, 2020 was 2.49%, a decrease of three
basis points, from to 2.52% for the three months ended March 31, 2019.

Provision for Credit Losses. During the three months ended March 31, 2020, a
provision for credit losses was recorded for $7.2 million, compared to $1.0
million for the three months ended March 31, 2019. The provision was primarily
the result of economic deterioration resulting from the impact of COVID-19.
During the three months ended March 31, 2020, the Bank recorded net charge-offs
totaling $1.1 million, while non-accrual loans increased $3.9 million to $16.8
million from $12.8 million at December 31, 2019. The current average
loan-to-value ratio for our non-performing loans collateralized by real estate
was 28.9% at March 31, 2020. The Bank continues to maintain conservative
underwriting standards. See "Allowance for Credit Losses" below, Note 5
("Loans") and Note 16 ("New Authoritative Accounting Pronouncements") of the
Notes to the Consolidated Financial Statements.

Non-Interest Income (Loss). Non-interest loss for the three months ended March
31, 2020 was ($2.9) million, a decrease of $3.8 million from the prior year
comparable period. The decrease in non-interest income was primarily due to an
increase of $3.9 million in net losses from fair value adjustments.

Non-Interest Expense. Non-interest expense was $32.4 million for each of the three months ended March 31, 2020, and March 31, 2019.



Income (Loss) before Income Taxes. Income before the provision for income taxes
decreased $11.0 million, or 117.1%, to ($1.6) million for the three months ended
March 31, 2020 from $9.4 million for the three months ended March 31, 2019 for
the reasons discussed above.

Provision(benefit) for Income Taxes. The benefit for income taxes was ($0.2)
million for the three months ended March 31, 2020, a decrease of $2.5 million,
or 109.0%, from $2.3 million for the three months ended March 31, 2019. The
decrease was primarily due to a decrease in income before income taxes.

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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

FINANCIAL CONDITION



Assets. Total assets at March 31, 2020 were $7,245.4 million, an increase of
$227.6 million, or 3.2%, from $7,017.8 million at December 31, 2019. Total
loans, net increased $153.5 million, or 2.7%, during the three months ended
March 31, 2020, to $5,904.0 million from $5,750.5 million at December 31, 2019.
Loan originations and purchases were $298.7 million for the three months ended
March 31, 2020, an increase of $100.7 million, or 50.8%, from $198.0 million for
the three months ended March 31, 2019. During the three months ended March 31,
2020, we continued to focus on the origination of multi-family residential,
commercial real estate and commercial business loans with a full banking
relationship. The loan pipeline was $324.4 million at March 31, 2020, compared
to $324.5 million at December 31, 2019.

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




                                             For the three months
                                               ended March 31,
(In thousands)                                2020          2019
Multi-family residential (1)               $    67,318    $  27,214
Commercial real estate (2)                      99,571       13,941

One-to-four family - mixed-use property 13,455 16,423 One-to-four family - residential

                 8,413        3,886
Co-operative apartments                            704            -
Construction (3)                                 6,749        5,901
Small Business Administration                       57          329
Commercial business and other (4)              102,448      130,330
Total                                      $   298,715    $ 198,024

(1) Includes purchases of $3.1 million for the three months ended March 31, 2020.

(2) Includes purchases of $30.0 million for three months ended March 31, 2020.

(3) Includes purchases of $3.5 million and $2.4 million for three months ended

March 31, 2020 and March 31, 2019, respectively.

(4) Includes purchases of $40.7 million and $54.6 million for the three months


    ended March 31, 2020 and March 31, 2019, respectively.




The Bank maintains its conservative underwriting standards that include, among
other things, a loan-to-value ratio of 75% or less and a debt coverage ratio of
at least 125%. Multi-family residential (excluding underlying co-operative
mortgages), commercial real estate and one-to-four family mixed-use property
mortgage loans originated and purchased during the three months ended March 31,
2020 had an average loan-to-value ratio of 42.7% and an average debt coverage
ratio of 181%.

The Bank's non-performing assets totaled $17.0 million at March 31, 2020, an
increase of $3.5 million, or 25.6%, from $13.5 million at December 31, 2019.
Total non-performing assets as a percentage of total assets were 0.23% at March
31, 2020 compared to 0.19% at December 31, 2019. The ratio of allowance for loan
losses to total non-performing loans was 167.7% at March 31, 2020 and 164.1% at
December 31, 2019.

During the three months ended March 31, 2020, mortgage-backed securities
decreased $34.3 million, or 6.4%, to $497.5 million from $531.8 million at
December 31, 2019. The decrease in mortgage-backed securities during the three
months ended March 31, 2020 was primarily due to sale of securities totaling
$64.6 million at an average rate of 3.46% and principal repayments of $40.4
million, partially offset by purchase of securities totaling $63.4 million at an
average rate of 2.20% and an increase in the fair value of $8.2 million.

During the three months ended March 31, 2020, other securities, decreased $23.5
million, or 8.5%, to $276.1 million from $299.6 million at December 31, 2019.
The decrease in other securities during the three months ended March 31, 2020,
was primarily due to a decrease in fair value of $23.0 million. At March 31,
2020 other securities primarily consist of securities issued by mutual or bond
funds that invest in government and government agency securities, municipal
bonds, corporate bonds and CLO's.

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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

Liabilities. Total liabilities were $6,695.7 million at March 31, 2020, an
increase of $257.6 million, or 4.0%, from $6,438.1 million at December 31, 2019.
During the three months ended March 31, 2020, due to depositors decreased $193.6
million, or 3.9%, to $4,828.4 million due to a decrease of $265.5 million in
certificates of deposit, partially offset by an increase of $71.9 million in
non-maturity deposits. Included in deposits were brokered deposits totaling
$115.6 million, a decrease of $273.2 million from $388.8 million at December 31,
2019. The increase in non-maturity deposits was due to increases of $54.1
million, $12.0 million, $5.1 million and $0.7 million in demand deposits, NOW
accounts, money market accounts and savings accounts, respectively. Borrowed
funds increased $380.4 million during the three months ended March 31, 2020. The
increase in borrowed funds was primarily due to an increase in wholesale
borrowings, as the Company sought to reduce the cost of funds.

Equity. Total stockholders' equity decreased $30.0 million, or 5.2%, to $549.7
million at March 31, 2020 from $579.7 million at December 31, 2019.
Stockholders' equity decreased primarily due to an increase in accumulated
comprehensive net loss of $22.6 million combined with the purchase of 142,405
treasury shares at an average cost of $16.45 per share, totaling $2.3 million
and the adoption of CECL totaling $0.9 million. Additionally, stockholders'
equity was reduced due to the net loss of $1.4 million and the declaration and
payment of dividends on the Company's common stock of $0.21 per common share
totaling $6.1 million. These decreases were partially offset by the net impact
of vesting and exercising of shares of employee and director stock plans
totaling $3.3 million. Book value per common share was $19.48 at March 31, 2020
compared to $20.59 at December 31, 2019.

Cash flow. During the three months ended March 31, 2020, funds provided by the
Company's operating activities amounted to $11.3 million. These funds, combined
with $204.7 million from financing activities were utilized to fund $108.5
million used in investing activities. The Company's primary business objective
is the origination and purchase of multi-family residential loans, commercial
business loans and commercial real estate mortgage loans and to a lesser extent
one-to-four family (including mixed-use properties) and SBA loans. During the
three months ended March 31, 2020, the net total of loan originations and
purchases less loan repayments and sales was $133.1 million. During the three
months ended March 31, 2020, the Company also funded $64.4 million in purchases
of securities available for sale. During the three months ended March 31, 2020,
funds were provided by increases of $410.0 million in net short-term borrowing
and $50.0 million in proceeds from long-term borrowings. The funds were used to
fund deposit withdrawals totaling $165.0 million and repay $80.5 million in
long-term borrowings. The Company also used funds of $6.1 million for dividend
payments and $3.8 million in purchases of treasury stock during the three months
ended March 31, 2020.

INTEREST RATE RISK

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

The Company manages the mix of interest-earning assets and interest-bearing
liabilities on a continuous basis to maximize return and adjust its exposure to
interest rate risk. On a quarterly basis, management prepares the "Earnings and
Economic Exposure to Changes in Interest Rate" report for review by the Asset
Liability Committee of the Board of Directors, as summarized below. This report
quantifies the potential changes in net interest income and net portfolio value
should interest rates go up or down (shocked) 200 basis points, assuming the
yield curves of the rate shocks will be parallel to each other. The Company's
regulators currently place focus on the net portfolio value, focusing on a rate
shock up or down of 200 basis points. Net portfolio value is defined as the
market value of assets net of the market value of liabilities. The market value
of assets and liabilities is determined using a discounted cash flow
calculation. The net portfolio value ratio is the ratio of the net portfolio
value to the market value of assets. All changes in income and value are
measured

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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

as percentage changes from the projected net interest income and net portfolio
value at the base interest rate scenario. The base interest rate scenario
assumes interest rates at March 31, 2020. Various estimates regarding prepayment
assumptions are made at each level of rate shock. However, prepayment penalty
income is excluded from this analysis. Actual results could differ significantly
from these estimates. At March 31, 2020, 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,
2020:




                                 Projected Percentage Change In          Net Portfolio
Change in Interest Rate    Net Interest Income    Net Portfolio Value     Value Ratio
-200 Basis points                         4.57 %                30.00 %          11.51 %
-100 Basis points                         3.75                  18.14            10.68
Base interest rate                           -                      -             9.37
+100 Basis points                       (5.66)                (12.46)             8.45
+200 Basis points                      (11.36)                (20.64)             7.86




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                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

AVERAGE BALANCES



Net interest income represents the difference between income on interest-earning
assets and expense on interest-bearing liabilities. Net interest income depends
upon the relative amount of interest-earning assets and interest-bearing
liabilities and the interest rate earned or paid on them. The following tables
sets forth certain information relating to the Company's Consolidated Statements
of Financial Condition and Consolidated Statements of Income for the three
months ended March 31, 2020 and 2019, and reflects the average yield on assets
and average cost of liabilities for the periods indicated. Such yields and costs
are derived by dividing income or expense by the average balance of assets or
liabilities, respectively, for the periods shown. Average balances are derived
from average daily balances. The yields include amortization of fees which are
considered adjustments to yields.




                                                             For the three months ended March 31,
                                                           2020                                  2019
                                              Average                   Yield/      Average                   Yield/
                                              Balance      Interest      Cost       Balance      Interest      Cost
Assets                                                               (Dollars in thousands)
Interest-earning assets:
Mortgage loans, net                         $ 4,697,531    $  49,412      4.21 %  $ 4,619,587    $  50,845      4.40 %
Other loans, net                              1,097,335       11,697      4.26        925,080       11,485      4.97
Total loans, net (1) (2)                      5,794,866       61,109      4.22      5,544,667       62,330      4.50
Taxable securities:
Mortgage-backed securities                      507,912        3,040      2.39        573,397        4,248      2.96
Other securities                                243,726        1,697      2.79        241,863        2,211      3.66
Total taxable securities                        751,638        4,737      2.52        815,260        6,459      3.17

Tax-exempt securities: (3)
Other securities                                 63,535          676      4.26         58,173          594      4.08
Total tax-exempt securities                      63,535          676      4.26         58,173          594      4.08
Interest-earning deposits and federal
funds sold                                      109,818          290      1.06        103,042          555      2.15
Total interest-earning assets                 6,719,857       66,812      3.98      6,521,142       69,938      4.29
Other assets                                    387,141                               346,998
Total assets                                $ 7,106,998                           $ 6,868,140
Liabilities and Equity
Interest-bearing liabilities:
Deposits:
Savings accounts                            $   194,026          281      0.58    $   205,775          361      0.70
NOW accounts                                  1,419,739        4,648      1.31      1,488,859        6,031      1.62
Money market accounts                         1,697,783        7,042      1.66      1,380,172        6,821      1.98
Certificate of deposit accounts               1,267,245        6,767      2.14      1,523,499        8,203      2.15
Total due to depositors                       4,578,793       18,738      1.64      4,598,305       21,416      1.86
Mortgagors' escrow accounts                      65,503           40      0.24         62,174           53      0.34
Total deposits                                4,644,296       18,778      1.62      4,660,479       21,469      1.84
Borrowed funds                                1,307,629        7,066      2.16      1,150,784        6,541      2.27
Total interest-bearing liabilities            5,951,925       25,844      1.74      5,811,263       28,010      1.93
Non interest-bearing deposits                   449,761                               398,829
Other liabilities                               128,715                               105,427
Total liabilities                             6,530,401                             6,315,519
Equity                                          576,597                               552,621
Total liabilities and equity                $ 7,106,998                           $ 6,868,140
Net interest income / net interest rate
spread (tax equivalent) (3)                                $  40,968      2.24 %                 $  41,928      2.36 %
Net interest-earning assets / net
interest margin(tax equivalent)             $   767,932                   2.44 %  $   709,879                   2.57 %
Ratio of interest-earning assets to
interest-bearing liabilities                                              1.13 X                                1.12 X


Loan interest income includes loan fee income (which includes net (1) amortization of deferred fees and costs, late charges, and prepayment


    penalties) of approximately $0.2 million and $0.5 million for the
    three months ended March 31, 2020 and 2019, respectively.

Loan interest income includes net losses from fair value adjustments on (2) qualifying hedges of $2.1 million and $0.6 million for three months ended

March 31, 2020 and 2019, respectively.

Interest and yields are presented on tax equivalent basis using the statutory (3) federal income tax rate of 21% for the periods presented totaling $0.1


    million each for three months ended March 31, 2020 and 2019.


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  Table of Contents

                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

LOANS

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




                                                             For the three months ended March 31,
(In thousands)                                                   2020                     2019

Mortgage Loans
At beginning of period                                    $         4,677,703      $         4,638,784

Mortgage loans originated:
Multi-family residential                                               64,190                   27,214
Commercial real estate                                                 69,566                   13,941
One-to-four family - mixed-use property                                13,455                   16,423
One-to-four family - residential                                        8,413                    3,886
Co-operative apartments                                                   704                        -
Construction                                                            3,354                    3,524
Total mortgage loans originated                                       159,682                   64,988

Mortgage loans purchased:
Multi-family residential                                                3,128                        -
Commercial real estate                                                 30,005                        -
Construction                                                            3,395                    2,377
Total mortgage loans purchased                                         36,528                    2,377

Less:


Principal and other reductions                                         79,035                   86,159
Sales                                                                     498                    1,042
At end of period                                          $         4,794,380      $         4,618,948

Non-Mortgage Loans
At beginning of period                                    $         1,079,232      $           897,515
Other loans originated:
Small Business Administration
57                      329
Commercial business                                                    61,208                   75,393
Other                                                                     535                      319
Total other loans originated                                           61,800                   76,041

Other loans purchased:
Commercial business                                                    40,705                   54,618
Total other loans purchased                                            40,705                   54,618

Less:


Principal and other reductions                                         58,154                   72,661
Charge-offs                                                             1,259                    1,137
At end of period                                          $         1,122,324      $           954,376




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  Table of Contents

                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

TROUBLED DEBT RESTRUCTURED ("TDR") AND NON-PERFORMING ASSETS

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



indicated:




                                                March 31,       December 31,
(In thousands)                                     2020             2019
Accrual Status:
Multi-family residential                       $      1,868    $         1,873
One-to-four family - mixed-use property               1,483              

1,481


One-to-four family - residential                        525               

531
Total                                                 3,876              3,885

Non-Accrual Status:

Commercial business and other                           950               

941
Taxi medallion                                        1,520              1,668
Total                                                 2,470              2,609

Total performing troubled debt restructured $ 6,346 $ 6,494




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


                                              March 31,
(In thousands)                                  2020

Non-accrual loans:
Multi-family residential                           2,763
Commercial real estate                                 8
One-to-four family - mixed-use property              627
One-to-four family - residential                   4,588
Construction                                           -
Small business administration                      1,544
Taxi medallion(1)                                  1,763
Commercial business and other(1)                   5,006
Total                                             16,299
Total non-performing loans                        16,299
Other non-performing assets:
Real estate acquired through foreclosure             208
Other assets acquired through foreclosure             35
Total                                                243
Total non-performing assets                  $    16,542

Not included in the above analysis are non-accrual performing TDR taxi

(1) medallion loans totaling $1.5 million at March 31, 2020 and non-accrual


     performing TDR commercial business loans totaling $1.0 million at March 31,
     2020.






                                      -54-

  Table of Contents

                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

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






                                                       December 31,
(In thousands)                                             2019

Loans 90 days or more past due and still accruing:
Multi-family residential                              $           445
Total                                                             445
Non-accrual loans:
Multi-family residential                                        2,296
Commercial real estate                                            367
One-to-four family - mixed-use property                           274
One-to-four family - residential                                5,139
Small business administration                                   1,151
Taxi medallion(1)                                               1,641
Commercial business and other(1)                                1,945
Total                                                          12,813
Total non-performing loans                                     13,258
Other non-performing assets:
Real estate acquired through foreclosure                          239
Other assets acquired through foreclosure                          35
Total                                                             274
Total non-performing assets                           $        13,532

Non-performing assets to total assets                            0.19 %
Allowance for loan losses to non-performing loans              164.05 %


Not included in the above analysis are non-accrual performing TDR taxi (1) medallion loans totaling $1.7 million at December 31, 2019, respectively and

non-accrual performing TDR commercial business loans totaling $0.9 million at

December 31, 2019.

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, 2020 and December 31, 2019. The Company had classified OREO and
other assets acquired through foreclosure totaling $0.2 million and $0.3 million
at March 31, 2020 and December 31, 2019, respectively. The Company did not hold
any criticized or classified investment securities at March 31, 2020 and
December 31, 2019. Our total Criticized and Classified assets were $34.0 million
at March 31, 2020, a decrease of $4.1 million from $38.0 million at December 31,
2019.



                                      -55-

  Table of Contents

                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

ALLOWANCE FOR CREDIT LOSSES


Upon adoption of CECL, ACL increased by $1.3 million, included an increase of
$0.6 million to the allowance of off-balance sheet credit losses and $0.3
million to the allowance of credit losses of securities. We recorded $7.1
million provision for credit losses for the first quarter  of 2020 utilizing the
CECL methodology. The increase resulted primarily due to the effect of the
COVID-19 and growth in the loan portfolio. The impact from the above resulted in
ACL totaling $29.3 million at March 31, 2020. We recorded $1.1 million in net
charge-offs during the three months ended March 31, 2020.




                                         March 31,
(Dollars in thousands)                      2020

Balance at beginning of period           $   21,751
Loans- CECL Adoption                            379
Loans- Charge-off                           (1,259)
Loans- Recovery                                 110
Loans- Provision                              7,117
Allowance for loan losses                $   28,098


Balance at beginning of period           $        -
HTM Securities- CECL Adoption                   340
HTM Securities- Provision                        62

Allowance for HTM Securities losses $ 402




Balance at beginning of period           $        -
Off-Balance Sheet - CECL Adoption               553
Off-Balance Sheet- Provision                    244

Allowance for Off-Balance Sheet losses $ 797



Allowance for Credit Losses              $   29,297






                                      -56-

  Table of Contents

                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

                    Management's Discussions and Analysis of

                 Financial Condition and Results of Operations

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






                                                      At or for the three months ended March 31,
(Dollars in thousands)                                     2020                        2019

Balance at beginning of period                     $              21,751   

   $              20,945
CECL Adoption                                                        379                           -
Provision for loan losses                                          7,117                         972

Loans charged-off:
Multi-family residential                                               -                         (1)

Commercial business and other                                    (1,259)   

                 (1,137)
Total loans charged-off                                          (1,259)                     (1,138)

Recoveries:
Multi-family residential                                               6                          13

One-to-four family - mixed-use property                               78                          86
One-to-four family - residential                                       5   

                       4
Small Business Administration                                          7                           4
Taxi medallion                                                         -                          84
Commercial business and other                                         14                          45
Total recoveries                                                     110                         236

Net charge-offs                                                  (1,149)                       (902)
Balance at end of period                           $              28,098       $              21,015

Ratio of net charge-offs during the period to
average loans outstanding during the period                         0.08 %                      0.07 %
Ratio of allowance for loan losses to gross
loans at end of period                                              0.47 %                      0.38 %
Ratio of allowance for loan losses to
non-performing assets at end of period                            165.32 %                    133.26 %
Ratio of allowance for loan losses to
non-performing loans at end of period                             167.73 % 

                  133.55 %








                                      -57-

  Table of Contents

                         PART I - FINANCIAL INFORMATION

                FLUSHING FINANCIAL CORPORATION and SUBSIDIARIES

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