UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities exchange act of 1934

Date of Report (Date of earliest event reported): January 25, 2024

	FLUSHING FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)

DELAWARE		001-33013		11-3209278
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

220 RXR Plaza, Uniondale, New York		11556
(Address of Principal Executive Offices)		(Zip Code)

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

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

☐	Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

☐	Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02.

Results of Operations and Financial Condition.

On January 25, 2024, Flushing Financial Corporation (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information appearing below under Item 4.02 is incorporated herein by reference.

Item 4.02.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a)

On January 25, 2024, management and the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company determined that the Company’s consolidated financial statements and ratios for the three month period ended March 31, 2023, the three and six month periods ended June 30, 2023 and the three and nine month periods ended September 30, 2023, require restatement to correct the accounting treatment of employee retention credits (“ERCs”), which were incorrectly recognized as income during such periods. The change will impact net income by a decrease of $1.1 million for the period ended March 31, 2023, an increase of $0.1 million and a decrease of $1.1 million, respectively, for the three and six month periods ended June 30, 2023, and a decrease of $1.6 million and $2.6 million, respectively, for the three and nine month periods ended September 30, 2023. In the course of preparing the Company’s consolidated financial statements for the fiscal year ended December 31, 2023, the Company determined that, notwithstanding reliance on its independent tax credit advisors as described below, it is not able to treat the ultimate realization of the ERCs as “probable” under U.S. generally accepted accounting practices (“U.S. GAAP”), therefore, requiring the restatement of the Company’s previously issued consolidated financial statements for the referenced periods and amendments to the Company’s related previously filed quarterly reports on Form 10-Q.

Although the Company had engaged an independent national tax credit advisory firm that had advised the Company that it qualified for ERCs as previously reported, the Company has determined that it can no longer rely on such advice.

As a result of the foregoing, the Company’s management and the Audit Committee determined that the Company’s previously issued consolidated financial statements for the three month period ended March 31, 2023, the three and six month periods ended June 30, 2023, and the three and nine month periods ended September 30, 2023, as reported in its applicable Forms 10-Q, were filed on May 10, August 9, and November 7, 2023, respectively, should not be relied upon with respect to the matters described herein. The Company intends to file amendments to each such Form 10-Q to correct the accounting treatment of the ERCs and related impacts and disclosures.

The Audit Committee and management of the Company have discussed the matters disclosed in this current report on Form 8-K with the Company’s independent registered public accounting firm, BDO USA, P.C.

The following tables summarize the effects of the restatements on select consolidated financial statements and ratios as reported as of and for the periods stated and are unaudited:

Consolidated Statements of Financial Condition:

	As of March 31, 2023
(In thousands)	As Reported		Adjustments			As Restated

Other assets	$	168,259	$	613		$	168,872
Total assets		8,479,121		613			8,479,734
Other liabilities		138,710		1,727			140,437
Total liabilities		7,805,662		1,727			7,807,389
Retained earnings		545,786		(1,114	)		544,672
Total stockholders’ equity		673,459		(1,114	)		672,345
Total liabilities and stockholders’ equity		8,479,121		613			8,479,734

Consolidated Statements of Income:

	For the three months ended March 31, 2023
(In thousands, except per share data)	As Reported		Adjustments			As Restated

Other income	$	1,018	$	(51	)	$	967
Total non-interest income		6,908		(51	)		6,857
Salaries and employee benefits		20,887		1,675			22,562
Professional services		2,483		(222	)		2,261
Total non-interest expense		37,703		1,453			39,156
Income before income taxes		6,959		(1,504	)		5,455
Federal income tax		1,367		(296	)		1,071
State and local income tax		434		(94	)		340
Total provision for income tax		1,801		(390	)		1,411
Net income		5,158		(1,114	)		4,044
Basic earnings per common share		0.17		-0.04			0.13
Diluted earnings per common share		0.17		-0.04			0.13

Consolidated Statements of Comprehensive Income:

	For the three months ended March 31, 2023
(In thousands)	As Reported		Adjustments			As Restated

Net income	$	5,158	$	(1,114	)	$	4,044
Comprehensive net income		3,862		(1,114	)		2,748

Consolidated Statements of Cash Flows:

Operating Activities:	For the three months March 31, 2023
(In thousands)	As Reported			Adjustments			As Restated

Net income	$	5,158		$	(1,114	)	$	4,044
(Increase) decrease in other assets		(8,420	)		(613	)		(9,033	)
(Decrease) increase in other liabilities		(16,889	)		1,727			(15,162	)

Capital Ratios:

Holding Company

	At March 31, 2023
(Dollars in thousands)	As Reported					Adjustments						As Restated
	Amount		Percent of Assets			Amount			Percent of Assets			Amount		Percent of Assets

Tier 1 (Leverage) capital	$	737,138		8.58	%	$	(1,114	)		-0.02	%	$	736,024		8.56	%
Common Equity Tier I risk-based capital		690,846		10.37	%		(1,114	)		-0.01	%		689,732		10.36	%
Tier I risk-based capital		737,138		11.07	%		(1,114	)		-0.02	%		736,024		11.05	%
Total risk-based capital		965,384		14.50	%		(1,114	)		-0.02	%		964,270		14.48	%

Capital Ratios:

Bank

	At March 31, 2023
(Dollars in thousands)	As Reported					Adjustments						As Restated
	Amount		Percent of Assets			Amount			Percent of Assets			Amount		Percent of Assets

Tier 1 (Leverage) capital	$	906,437		10.55	%	$	(1,114	)		-0.02	%	$	905,323		10.53	%
Common Equity Tier I risk-based capital		906,437		13.61	%		(1,114	)		-0.02	%		905,323		13.59	%
Tier I risk-based capital		906,437		13.61	%		(1,114	)		-0.02	%		905,323		13.59	%
Total risk-based capital		944,683		14.18	%		(1,114	)		-0.02	%		943,569		14.16	%

Ratios:

	For the three months ended March 31, 2023
(Dollars in thousands)	As Reported			Adjustments			As Restated

Dividend Payout Ratio		129.4	%		39.8	%		169.2	%

ROAA		0.24	%		-0.05	%		0.19	%
ROAE		3.02	%		-0.65	%		2.37	%

Average Balances
Total Assets	$	8,468,311		$	6		$	8,468,317
Total Liabilities		7,785,240			19			7,785,259
Stockholders' Equity		683,071			(13	)		683,058

Consolidated Statements of Financial Condition:

	As of June 30, 2023
(In thousands)	As Reported		Adjustments			As Restated

Other assets	$	191,752	$	969		$	192,721
Total assets		8,473,883		969			8,474,852
Other liabilities		177,088		2,025			179,113
Total liabilities		7,802,580		2,025			7,804,605
Retained earnings		547,811		(1,056	)		546,755
Total stockholders’ equity		671,303		(1,056	)		670,247
Total liabilities and stockholders’ equity		8,473,883		969			8,474,852

Consolidated Statements of Income:

	For the three months ended June 30, 2023
(In thousands, except per share data)	As Reported		Adjustments			As Restated

Other income	$	765	$	(102	)	$	663
Total non-interest income		5,122		(102	)		5,020
Salaries and employee benefits		19,493		197			19,690
Professional services		2,657		(366	)		2,291
Total non-interest expense		35,279		(169	)		35,110
Income before income taxes		11,805		67			11,872
Federal income tax		2,194		24			2,218
State and local income tax		983		(15	)		968
Total provision for income tax		3,177		9			3,186
Net income		8,628		58			8,686
Basic earnings per common share		0.29		-			0.29
Diluted earnings per common share		0.29		-			0.29

Consolidated Statements of Comprehensive Income:

	For the three months ended June 30, 2023
(In thousands)	As Reported		Adjustments		As Restated

Net income	$	8,628	$	58	$	8,686
Comprehensive net income		10,393		58		10,451

Consolidated Statements of Income:

	For the six months ended June 30, 2023
(In thousands, except per share data)	As Reported		Adjustments			As Restated

Other income	$	1,783	$	(153	)	$	1,630
Total non-interest income		12,030		(153	)		11,877
Salaries and employee benefits		40,380		1,872			42,252
Professional services		5,140		(588	)		4,552
Total non-interest expense		72,982		1,284			74,266
Income before income taxes		18,764		(1,437	)		17,327
Federal income tax		3,561		(272	)		3,289
State and local income tax		1,417		(109	)		1,308
Total provision for income tax		4,978		(381	)		4,597
Net income		13,786		(1,056	)		12,730
Basic earnings per common share		0.46		-0.04			0.42
Diluted earnings per common share		0.46		-0.04			0.42

Consolidated Statements of Comprehensive Income:

	For the six months ended June 30, 2023
(In thousands)	As Reported		Adjustments			As Restated

Net income	$	13,786	$	(1,056	)	$	12,730
Comprehensive net income		14,255		(1,056	)		13,199

Consolidated Statements of Cash Flows:

Operating Activities:	For the six months ended June 30, 2023
(In thousands)	As Reported			Adjustments			As Restated

Net income	$	13,786		$	(1,056	)	$	12,730
(Increase) decrease in other assets		(15,971	)		(969	)		(16,940	)
(Decrease) increase in other liabilities		(10,730	)		2,025			(8,705	)

Capital Ratios:

Holding Company

	At June 30, 2023
(Dollars in thousands)	As Reported					Adjustments						As Restated
	Amount		Percent of Assets			Amount			Percent of Assets			Amount		Percent of Assets

Tier 1 (Leverage) capital	$	735,810		8.56	%	$	(1,056	)		-0.02	%	$	734,754		8.54	%
Common Equity Tier I risk-based capital		689,876		10.38	%		(1,056	)		-0.02	%		688,820		10.36	%
Tier I risk-based capital		735,810		11.07	%		(1,056	)		-0.02	%		734,754		11.05	%
Total risk-based capital		963,840		14.50	%		(1,056	)		-0.02	%		962,784		14.48	%

Capital Ratios:

Bank

	At June 30, 2023
(Dollars in thousands)	As Reported					Adjustments						As Restated
	Amount		Percent of Assets			Amount			Percent of Assets			Amount		Percent of Assets

Tier 1 (Leverage) capital	$	915,247		10.67	%	$	(1,056	)		-0.01	%	$	914,191		10.66	%
Common Equity Tier I risk-based capital		915,247		13.76	%		(1,056	)		-0.02	%		914,191		13.74	%
Tier I risk-based capital		915,247		13.76	%		(1,056	)		-0.02	%		914,191		13.74	%
Total risk-based capital		953,277		14.33	%		(1,056	)		-0.02	%		952,221		14.31	%

	For the three months ended June 30, 2023
(Dollars in thousands)	As Reported			Adjustments			As Restated

Dividend Payout Ratio		75.9	%		0.0	%		75.9	%

ROAA		0.41	%		0.00	%		0.41	%
ROAE		5.12	%		0.04	%		5.16	%

Average Balances
Total Assets	$	8,461,827		$	615		$	8,462,442
Total Liabilities		7,787,884			1,723			7,789,607
Stockholders' Equity		673,943			(1,108	)		672,835

	For the six months ended June 30, 2023
(Dollars in thousands)	As Reported			Adjustments			As Restated

Dividend Payout Ratio		95.7	%		9.1	%		104.8	%

ROAA		0.33	%		-0.03	%		0.30	%
ROAE		4.06	%		-0.30	%		3.76	%

Average Balances
Total Assets	$	8,465,051		$	312		$	8,465,363
Total Liabilities		7,786,570			875			7,787,445
Stockholders' Equity		678,481			(563	)		677,918

Consolidated Statements of Financial Condition:

	As of September 30, 2023
(In thousands)	As Reported		Adjustments			As Restated

Other assets	$	206,922	$	2,092		$	209,014
Total assets		8,577,283		2,092			8,579,375
Other liabilities		182,556		4,712			187,268
Total liabilities		7,908,142		4,712			7,912,854
Retained earnings		550,678		(2,620	)		548,058
Total stockholders’ equity		669,141		(2,620	)		666,521
Total liabilities and stockholders’ equity		8,577,283		2,092			8,579,375

Consolidated Statements of Income:

	For the three months ended September 30, 2023
(In thousands, except per share data)	As Reported		Adjustments			As Restated

Other income	$	282	$	(167	)	$	115
Total non-interest income		3,476		(167	)		3,309
Salaries and employee benefits		17,825		2,521			20,346
Professional services		3,042		(548	)		2,494
Total non-interest expense		34,415		1,973			36,388
Income before income taxes		12,892		(2,140	)		10,752
Federal income tax		2,435		(406	)		2,029
State and local income tax		1,058		(170	)		888
Total provision for income tax		3,493		(576	)		2,917
Net income		9,399		(1,564	)		7,835
Basic earnings per common share		0.32		-0.06			0.26
Diluted earnings per common share		0.32		-0.06			0.26

Consolidated Statements of Comprehensive Income:

	For the three months ended September 30, 2023
(In thousands)	As Reported		Adjustments			As Restated

Net income	$	9,399	$	(1,564	)	$	7,835
Comprehensive net income		4,487		(1,564	)		2,923

Consolidated Statements of Income:

	For the nine months ended September 30, 2023
(In thousands, except per share data)	As Reported		Adjustments			As Restated

Other income	$	2,065	$	(320	)	$	1,745
Total non-interest income		15,506		(320	)		15,186
Salaries and employee benefits		58,205		4,393			62,598
Professional services		8,182		(1,136	)		7,046
Total non-interest expense		107,397		3,257			110,654
Income before income taxes		31,656		(3,577	)		28,079
Federal income tax		5,996		(678	)		5,318
State and local income tax		2,475		(279	)		2,196
Total provision for income tax		8,471		(957	)		7,514
Net income		23,185		(2,620	)		20,565
Basic earnings per common share		0.77		-0.08			0.69
Diluted earnings per common share		0.77		-0.08			0.69

Consolidated Statements of Comprehensive Income:

	For the nine months ended September 30, 2023
(In thousands)	As Reported		Adjustments			As Restated

Net income	$	23,185	$	(2,620	)	$	20,565
Comprehensive net income		18,742		(2,620	)		16,122

Consolidated Statements of Cash Flows:

Operating Activities:	For the nine months ended September 30, 2023
(In thousands)	As Reported			Adjustments			As Restated

Net income	$	23,185		$	(2,620	)	$	20,565
(Increase) decrease in other assets		(16,619	)		(2,092	)		(18,711	)
(Decrease) Increase in other liabilities		(11,505	)		4,712			(6,793	)

Capital Ratios:

Holding Company

	At September 30, 2023
(Dollars in thousands)	As Reported					Adjustments						As Restated
	Amount		Percent of Assets			Amount			Percent of Assets			Amount		Percent of Assets

Tier 1 (Leverage) capital	$	739,364		8.54	%	$	(2,620	)		-0.03	%	$	736,744		8.51	%
Common Equity Tier I risk-based capital		692,914		10.19	%		(2,620	)		-0.05	%		690,294		10.14	%
Tier I risk-based capital		739,364		10.87	%		(2,620	)		-0.04	%		736,744		10.83	%
Total risk-based capital		968,152		14.23	%		(2,620	)		-0.04	%		965,532		14.19	%

Capital Ratios:

Bank

	At September 30, 2023
(Dollars in thousands)	As Reported					Adjustments						As Restated
	Amount		Percent of Assets			Amount			Percent of Assets			Amount		Percent of Assets

Tier 1 (Leverage) capital	$	918,167		10.61	%	$	(2,620	)		-0.03	%	$	915,547		10.58	%
Common Equity Tier I risk-based capital		918,167		13.49	%		(2,620	)		-0.04	%		915,547		13.45	%
Tier I risk-based capital		918,167		13.49	%		(2,620	)		-0.04	%		915,547		13.45	%
Total risk-based capital		956,955		14.06	%		(2,620	)		-0.04	%		954,335		14.02	%

	For the three months ended September 30, 2023
(Dollars in thousands)	As Reported			Adjustments			As Restated

Dividend Payout Ratio		68.8	%		15.8	%		84.6	%

ROAA		0.44	%		-0.07	%		0.37	%
ROAE		5.57	%		-0.93	%		4.64	%

Average Balances
Total Assets	$	8,504,364		$	982		$	8,505,346
Total Liabilities		7,828,851			1,454			7,830,305
Stockholders' Equity		675,513			(472	)		675,041

	For the nine months ended September 30, 2023
(Dollars in thousands)	As Reported			Adjustments			As Restated

Dividend Payout Ratio		85.7	%		10.0	%		95.7	%

ROAA		0.36	%		-0.04	%		0.32	%
ROAE		4.56	%		-0.51	%		4.05	%

Average Balances
Total Assets	$	8,478,299		$	538		$	8,478,837
Total Liabilities		7,800,818			1,071			7,801,889
Stockholders' Equity		677,481			(533	)		676,948

Item 8.01.

Other Events.

In connection with its evaluation of the restatements described in Item 4.02 above, management of the Company has concluded that a material weakness in the Company’s internal control over financial reporting existed as of March 31, June 30, and September 30, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company did not maintain effective controls over the probability assessment associated with the recognition of income related to the ERCs.

The Company’s management is taking steps to remediate the material weakness in its internal control over financial reporting relating to the probability assessment associated with the recognition of income related to ERCs. These steps will include the preparation of a technical accounting memorandum for any material unusual transactions including careful evaluation of any probability assessments or other areas of judgement involved, such as the ERCs, to determine the correct accounting treatment for such transactions. Management believes the additional control procedures designed, when implemented, will fully remediate the material weakness.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 99.1

Press release dated January 25, 2024.

SIGNATURES

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 hereunto duly authorized.

Date: January 25, 2024	FLUSHING FINANCIAL CORPORATION


	By:	/s/ Susan K. Cullen

	Name:	Susan K. Cullen
	Title:	Chief Financial Officer