SEC Comment Letter 0000000000-23-013331 to FLUSHING FINANCIAL CORP (FFIC) (CIK 0000923139) (FFIC)
FLUSHING FINANCIAL CORP (FFIC) (CIK 0000923139)
Date: Dec. 6, 2023 · CIK: 0000923139 · Accession: 0000000000-23-013331
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File numbers found in text: 001-33013
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United States securities and exchange commission logo
December 6, 2023
Susan K. Cullen
Senior Executive Vice President, Treasurer and Chief Financial Officer
Flushing Financial Corporation
220 RXR Plaza
Uniondale, New York 11556
Re:Flushing Financial Corporation
Form 10-K for the Fiscal Year Ended December 31, 2022
For 10-Q for the Quarterly Period Ended September 30, 2023
File No. 001-33013
Dear Susan K. Cullen:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Lending Activities, page 3
1.We note the tabular disclosure on page 4 detailing the composition of your gross loan
portfolio, which includes commercial real estate (“CRE”). Given the significance of CRE
in your total loan portfolio, please revise your disclosures, in future filings, to further
disaggregate the composition of your CRE loan portfolio by separately presenting owner
and non-owner occupied, by borrower type (e.g., by office, hotel, multifamily, etc.),
geographic concentrations and other characteristics (e.g., current weighted average and/or
range of loan-to-value ratios, occupancy rates, etc.) material to an investor’s
understanding of your CRE loan portfolio. In addition, revise to describe the specific
details of any risk management policies, procedures or other actions undertaken by
management in response to the current environment.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
FirstName LastNameSusan K. Cullen
Comapany NameFlushing Financial Corporation
December 6, 2023 Page 2
FirstName LastNameSusan K. Cullen
Flushing Financial Corporation
December 6, 2023
Page 2
Financial Condition
Liabilities, page 56
2.We note that your brokered deposits totaled $1,102.6 million at September 30, 2023,
representing an increase of $246.3 million from $856.3 million at December 31, 2022. In
future filings, please identify which lines in your deposits table include your brokered
deposits. In addition, include a more fulsome discussion of factors driving change in these
brokered deposits as well as in your uninsured deposits, along with an enhanced
discussion of the effects such deposit changes have on the bank’s liquidity and funding
costs. Further, expand your disclosures to discuss the impacts, if any, that brokered
deposits have had on your interest expense, net interest income, and deposit beta.
Interest Rate Risk
Income Simulation Analysis, page 58
3.We note your disclosure stating that management provides a report, which quantifies the
potential changes in net interest income under various scenarios, for review by the Asset-
Liability Investment Committee (“ALCO”) of the Board of Directors. Please expand your
disclosure in future filings, to discuss the different ways the ALCO committee manages
interest rate risk, such as any management or governance controls, policy limits, the
information the Committee gains from the analysis, how it is used and any limitations of
the output from the approach. In addition, include a more fulsome discussion of the
changes in the outputs in the analysis from period to period and the factors driving the
changes.
4.We note the disclosure on page 58 that the computation of prospective effects of
hypothetical interest rate changes are based on assumptions. Please revise your disclosures
in future filings to fully describe and define the various identified assumptions, whether
you use proprietary or third-party data, how the data are used in your modeling and any
unique facts and circumstances about them, such as how they have or may respond to
unknown facts and circumstances, such as exogenous events. Additionally, please disclose
changes in any assumptions used for any comparative period, including changes to the
data source used or significant changes in the actual assumption itself due to, and for
example, internal data, market conditions or significant changes in the judgments and
determinations made by management as you refine your modeling over time. Please see
Item 305(a)(1)(ii)(B) of Regulation S-K.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Sarmad Makhdoom at 202-551-5776 or Robert Klein at 202-551-3847
with any questions.
FirstName LastNameSusan K. Cullen
Comapany NameFlushing Financial Corporation
December 6, 2023 Page 3
FirstName LastName
Susan K. Cullen
Flushing Financial Corporation
December 6, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Finance