BROOKLINE BANCORP INC - Quarter Report: 2019 September (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from N/A to .

Commission file number 0-23695

BROOKLINE BANCORP INC.

(Exact name of registrant as specified in its charter)



Delaware			04-3402944
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

131 Clarendon Street	Boston	MA	02116
(Address of principal executive offices)			(Zip Code)

(617) 425-4600

(Registrant’s telephone number, including area code)

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. 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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	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 Exchange Act). Yes ☐ No ☒



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	BRKL	Nasdaq Global Select Market

At October 31, 2019, the number of shares of common stock, par value $0.01 per share, outstanding was 79,767,595.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

FORM 10-Q

Table of Contents



		Page
Part I	Financial Information

Item 1.	Unaudited Consolidated Financial Statements

	Unaudited Consolidated Balance Sheets at September 30, 2019 and December 31, 2018	1

	Unaudited Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2019 and 2018	2

	Unaudited Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2019 and 2018	3

	Unaudited Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2019 and 2018	4

	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	6

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	95

Item 4.	Controls and Procedures	98

Part II	Other Information

Item 1.	Legal Proceedings	99

Item 1A.	Risk Factors	99

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	99

Item 3.	Defaults Upon Senior Securities	99

Item 4.	Mine Safety Disclosures	99

Item 5.	Other Information	99

Item 6.	Exhibits	99

	Signatures	100

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements



BROOKLINE BANCORP, INC. AND SUBSIDIARIES Unaudited Consolidated Balance Sheets
	At September 30, 2019			At December 31, 2018
	(In Thousands Except Share Data)
ASSETS
Cash and due from banks	$	93,841		$	47,542
Short-term investments	84,689			42,042
Total cash and cash equivalents	178,530			89,584
Investment securities available-for-sale	467,339			502,793
Investment securities held-to-maturity (fair value of $95,802 and $112,830, respectively)	95,163			114,776
Equity securities held-for-trading	4,581			4,207
Total investment securities	567,083			621,776
Loans held-for-sale	—			3,247
Loans and leases:
Commercial real estate loans	3,589,451			3,351,736
Commercial loans and leases	1,850,388			1,768,958
Consumer loans	1,206,982			1,182,822
Total loans and leases	6,646,821			6,303,516
Allowance for loan and lease losses	(59,135		)	(58,692		)
Net loans and leases	6,587,686			6,244,824
Restricted equity securities	57,896			61,751
Premises and equipment, net of accumulated depreciation of $75,154 and $70,140, respectively	75,229			76,382
Right-of-use asset operating leases	26,216			—
Deferred tax asset	25,204			21,495
Goodwill	160,427			160,427
Identified intangible assets, net of accumulated amortization of $37,061 and $35,818, respectively	4,843			6,086
Other real estate owned ("OREO") and repossessed assets, net	2,132			4,019
Other assets	193,190			103,214
Total assets	$	7,878,436		$	7,392,805
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand checking accounts	$	1,106,684		$	1,033,551
Interest-bearing deposits:
NOW accounts	340,321			336,317
Savings accounts	604,481			619,961
Money market accounts	1,666,231			1,675,050
Certificate of deposit accounts	2,011,622			1,789,165
Total interest-bearing deposits	4,622,655			4,420,493
Total deposits	5,729,339			5,454,044
Borrowed funds:
Advances from the Federal Home Loan Bank of Boston ("FHLBB")	854,481			784,375
Subordinated debentures and notes	83,551			83,433
Other borrowed funds	48,373			52,734
Total borrowed funds	986,405			920,542
Operating lease liabilities	26,216			—
Mortgagors' escrow accounts	7,072			7,426
Accrued expenses and other liabilities	197,093			100,174
Total liabilities	6,946,125			6,482,186

Commitments and contingencies (Note 12)
Stockholders' Equity:
Brookline Bancorp, Inc. stockholders' equity:
Common stock, $0.01 par value; 200,000,000 shares authorized; 85,177,172 shares issued and 85,177,172 shares issued, respectively	852			852
Additional paid-in capital	735,928			755,629
Retained earnings, partially restricted	252,435			212,838
Accumulated other comprehensive loss	2,775			(9,460		)
Treasury stock, at cost; 5,003,127 shares and 5,020,025 shares, respectively	(59,176		)	(59,120		)
Unallocated common stock held by Employee Stock Ownership Plan ("ESOP"); 92,337 shares and 109,950 shares, respectively	(503		)	(599		)
Total Brookline Bancorp, Inc. stockholders' equity	932,311			900,140
Noncontrolling interest in subsidiary	—			10,479
Total stockholders' equity	932,311			910,619
Total liabilities and stockholders' equity	$	7,878,436		$	7,392,805

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Income



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
	(In Thousands Except Share Data)
Interest and dividend income:
Loans and leases	$	83,566		$	75,877	$	247,036	$	216,478
Debt securities	2,977			3,585		9,371		10,471
Marketable and restricted equity securities	876			1,029		2,664		2,956
Short-term investments	487			145		1,105		444
Total interest and dividend income	87,906			80,636		260,176		230,349
Interest expense:
Deposits	18,300			11,916		51,960		28,234
Borrowed funds	6,370			6,388		18,847		17,575
Total interest expense	24,670			18,304		70,807		45,809
Net interest income	63,236			62,332		189,369		184,540
Provision for credit losses	871			2,717		5,981		4,828
Net interest income after provision for credit losses	62,365			59,615		183,388		179,712
Non-interest income:
Deposit fees	2,710			2,648		7,913		7,731
Loan fees	719			417		1,530		1,037
Loan level derivative income, net	2,251			2,192		5,768		3,629
(Loss) gain on investment securities, net	(116		)	—		375		1,162
Gain on sales of loans and leases held-for-sale	550			535		1,400		1,556
Other	1,815			1,277		5,051		3,648
Total non-interest income	7,929			7,069		22,037		18,763
Non-interest expense:
Compensation and employee benefits	24,871			22,338		72,567		67,217
Occupancy	3,895			3,913		11,594		11,751
Equipment and data processing	4,749			4,601		14,051		13,587
Professional services	1,083			1,075		3,246		3,274
FDIC insurance	54			846		1,392		1,995
Advertising and marketing	1,035			1,068		3,216		3,243
Amortization of identified intangible assets	421			537		1,243		1,543
Merger and restructuring expense	1,125			22		1,125		3,261
Other	2,958			2,910		10,232		9,079
Total non-interest expense	40,191			37,310		118,666		114,950
Income before provision for income taxes	30,103			29,374		86,759		83,525
Provision for income taxes	7,507			6,140		21,182		19,134
Net income before noncontrolling interest in subsidiary	22,596			23,234		65,577		64,391
Less: net income attributable to noncontrolling interest in subsidiary	—			774		43		2,467
Net income attributable to Brookline Bancorp, Inc.	$	22,596		$	22,460	$	65,534	$	61,924
Earnings per common share:
Basic	$	0.28		$	0.28	$	0.82	$	0.78
Diluted	0.28			0.28		0.82		0.78
Weighted average common shares outstanding during the year:
Basic	79,700,403			80,315,050		79,676,456		79,471,238
Diluted	79,883,510			80,515,467		79,867,683		79,740,992
Dividends paid per common share	$	0.110		$	0.100	$	0.325	$	0.290

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Income



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(In Thousands)
Net income before noncontrolling interest in subsidiary	$	22,596		$	23,234		$	65,577		$	64,391

Investment securities available-for-sale:
Unrealized securities holding gains (losses)	2,098			(2,803		)	15,696			(12,449		)
Income tax (expense) benefit	(464		)	619			(3,461		)	2,747
Net unrealized securities holding gains (losses) before reclassification adjustments, net of taxes	1,634			(2,184		)	12,235			(9,702		)
Less reclassification adjustments for securities gains included in net income:
Loss on sales of securities, net	—			—			—			(68		)
Income tax benefit	—			—			—			15
Net reclassification adjustments for securities gains included in net income	—			—			—			(53		)
Net unrealized securities holding gains (losses)	1,634			(2,184		)	12,235			(9,649		)

Comprehensive income	24,230			21,050			77,812			54,742
Less: Net income attributable to noncontrolling interest in subsidiary	—			774			43			2,467
Comprehensive income attributable to Brookline Bancorp, Inc.	$	24,230		$	20,276		$	77,769		$	52,275

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders' Equity

Nine Months Ended September 30, 2019 and 2018



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Unallocated Common Stock Held by ESOP			Total Brookline Bancorp, Inc. Stockholders' Equity			Noncontrolling Interest in Subsidiary			Total Stockholders' Equity
	(In Thousands)
Balance at December 31, 2018	$	852	$	755,629		$	212,838		$	(9,460	)	$	(59,120	)	$	(599	)	$	900,140		$	10,479		$	910,619
Net income attributable to Brookline Bancorp, Inc.	—		—			65,534			—			—			—			65,534			—			65,534
Net income attributable to noncontrolling interest in subsidiary	—		—			—			—			—			—			—			43			43
Other comprehensive income	—		—			—			12,235			—			—			12,235			—			12,235
Common stock dividends of $0.325 per share	—		—			(25,937		)	—			—			—			(25,937		)	—			(25,937		)
Dividend distribution to owners of noncontrolling interest in subsidiary	—		(930		)	—			—			—			—			(930		)	—			(930		)
Redemption of noncontrolling interest in subsidiary	—		(18,697		)	—			—			—			—			(18,697		)	(10,522		)	(29,219		)
Restricted stock awards issued, net of awards surrendered	—		(239		)	—			—			1,814			—			1,575			—			1,575
Treasury stock, repurchase shares	—		—			—			—			(1,870		)	—			(1,870		)	—			(1,870		)
Common stock held by ESOP committed to be released (17,613 shares)	—		165			—			—			—			96			261			—			261
Balance at September 30, 2019	$	852	$	735,928		$	252,435		$	2,775		$	(59,176	)	$	(503	)	$	932,311		$	—		$	932,311



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Unallocated Common Stock Held by ESOP			Total Brookline Bancorp, Inc. Stockholders' Equity			Noncontrolling Interest in Subsidiary			Total Stockholders' Equity
	(In Thousands)
Balance at December 31, 2017	$	817	$	699,976		$	161,217		$	(5,950	)	$	(51,454	)	$	(776	)	$	803,830		$	8,753		$	812,583
Net income attributable to Brookline Bancorp, Inc.	—		—			61,924			—			—			—			61,924			—			61,924
Net income attributable to noncontrolling interest in subsidiary	—		—			—			—			—			—			—			2,467			2,467
Common stock issued for acquisition	35		55,148			—			—			—			—			55,183			—			55,183
Issuance of noncontrolling interest	—		—			—			—			—			—			—			130			130
Other comprehensive income	—		—			—			(9,649		)	—			—			(9,649		)	—			(9,649		)
Common stock dividends of $0.29 per share	—		—			(22,990		)	—			—			—			(22,990		)	—			(22,990		)
Dividend distribution to owners of noncontrolling interest in subsidiary	—		—			—			—			—			—			—			(1,893		)	(1,893		)
Restricted stock awards issued, net of awards surrendered	—		(1,472		)	—			—			3,120			—			1,648			—			1,648
Common stock held by ESOP committed to be released (24,282 shares)	—		289			—			—			—			133			422			—			422
Balance at September 30, 2018	$	852	$	753,941		$	200,151		$	(15,599	)	$	(48,334	)	$	(643	)	$	890,368		$	9,457		$	899,825

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders' Equity

Three Months Ended September 30, 2019 and 2018



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Unallocated Common Stock Held by ESOP			Total Brookline Bancorp, Inc. Stockholders' Equity			Noncontrolling Interest in Subsidiary		Total Stockholders' Equity
	(In Thousands)
Balance at June 30, 2019	$	852	$	737,584		$	238,625		$	1,141	$	(59,199	)	$	(535	)	$	918,468		$	—	$	918,468
Net income attributable to Brookline Bancorp, Inc.	—		—			22,596			—		—			—			22,596			—		22,596
Other comprehensive income	—		—			—			1,634		—			—			1,634			—		1,634
Common stock dividends of $0.11 per share	—		—			(8,786		)	—		—			—			(8,786		)	—		(8,786		)
Dividend distribution to owners of noncontrolling interest in subsidiary	—		(1		)	—			—		—			—			(1		)	—		(1		)
Redemption of noncontrolling interest in subsidiary	—		—			—			—		—			—			—			—		—
Restricted stock awards issued, net of awards surrendered	—		(1,708		)	—			—		1,893			—			185			—		185
Treasury stock, repurchase shares	—		—			—			—		(1,870		)	—			(1,870		)	—		(1,870		)
Common stock held by ESOP committed to be released (5,871 shares)	—		53			—			—		—			32			85			—		85
Balance at September 30, 2019	$	852	$	735,928		$	252,435		$	2,775	$	(59,176	)	$	(503	)	$	932,311		$	—	$	932,311



	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Unallocated Common Stock Held by ESOP			Total Brookline Bancorp, Inc. Stockholders' Equity			Noncontrolling Interest in Subsidiary			Total Stockholders' Equity
	(In Thousands)
Balance at June 30, 2018	$	852	$	756,254		$	185,734		$	(13,415	)	$	(51,454	)	$	(688	)	$	877,283		$	9,085		$	886,368
Net income attributable to Brookline Bancorp, Inc.	—		—			22,460			—			—			—			22,460			—			22,460
Net income attributable to noncontrolling interest in subsidiary	—		—			—			—			—			—			—			774			774
Common stock issued for acquisition	—		2			—			—			—			—			2			—			2
Issuance of noncontrolling interest	—		—			—			—			—			—			—			1			1
Other comprehensive income	—		—			—			(2,184		)	—			—			(2,184		)	—			(2,184		)
Common stock dividends of $0.10 per share	—		—			(8,043		)	—			—			—			(8,043		)	—			(8,043		)
Dividend distribution to owners of noncontrolling interest in subsidiary	—		—			—			—			—			—			—			(1,893		)	(1,893		)
Redemption of noncontrolling interest in subsidiary	—		—			—			—			—			—			—			1,490			1,490
Compensation under recognition and retention plan	—		(2,418		)	—			—			3,120			—			702			—			702
Common stock held by ESOP committed to be released (8,094 shares)	—		103			—			—			—			45			148			—			148
Balance at September 30, 2018	$	852	$	753,941		$	200,151		$	(15,599	)	$	(48,334	)	$	(643	)	$	890,368		$	9,457		$	899,825

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES Unaudited Consolidated Statements of Cash Flows

	Nine Months Ended September 30,
	2019			2018
	(In Thousands)
Cash flows from operating activities:
Net income attributable to Brookline Bancorp, Inc.	$	65,534		$	61,924
Adjustments to reconcile net income to net cash provided from operating activities:
Net income attributable to noncontrolling interest in subsidiary	43			2,467
Provision for credit losses	5,981			4,828
Origination of loans and leases held-for-sale	(15,352		)	(19,286		)
Proceeds from sales of loans and leases held-for-sale, net	19,741			22,418
Deferred income tax benefit	(538		)	(4,456		)
Depreciation of premises and equipment	5,252			5,594
Amortization of investment securities premiums and discounts, net	1,406			1,546
Amortization of deferred loan and lease origination costs, net	5,227			5,187
Amortization of identified intangible assets	1,243			1,543
Amortization of debt issuance costs	75			75
(Accretion) amortization of acquisition fair value adjustments, net	(682		)	191
Gain on investment securities, net	(375		)	(1,162		)
Gain on sales of loans and leases held-for-sale	(1,400		)	(1,556		)
Loss on sales of OREO and other repossessed assets, net	99			—
Write-down of OREO and other repossessed assets	466			375
Compensation under recognition and retention plans	2,182			1,632
ESOP shares committed to be released	261			422
Net change in:
Cash surrender value of bank-owned life insurance	(772		)	(775		)
Equity securities held-for-trading	—			(4,169		)
Other assets	(89,204		)	(15,966		)
Accrued expenses and other liabilities	96,368			28,223
Net cash provided from operating activities	95,555			89,055

Cash flows from investing activities:
Proceeds from sales of investment securities available-for-sale	—			1,470
Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale	50,147			64,161
Purchases of investment securities available-for-sale	—			(73,852		)
Proceeds from maturities, calls, and principal repayments of investment securities held to maturity	19,711			2,523
Purchases of investment securities held-to-maturity	(500		)	(8,915		)
Proceeds from redemption/sales of restricted equity securities	15,469			9,128
Purchase of restricted equity securities	(11,614		)	(12,492		)
Proceeds from sales of loans and leases held-for-investment, net	8,679			4,372
Net increase in loans and leases	(364,936		)	(511,212		)
Acquisitions, net of cash and cash equivalents acquired	—			(24,659		)
Purchase of premises and equipment, net	(4,222		)	(3,320		)
Proceeds from sales of OREO and other repossessed assets	4,105			2,001
Net cash used for investing activities	(283,161		)	(550,795		)

See accompanying notes to unaudited consolidated financial statements.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES Unaudited Consolidated Statements of Cash Flows (Continued)

	Nine Months Ended September 30,
	2019			2018
	(In Thousands)
				(Continued)

Cash flows from financing activities:
Decrease in demand checking, NOW, savings and money market accounts	52,838			(88,622		)
Increase in certificates of deposit	222,957			450,318
Proceeds from FHLBB advances	3,647,800			5,929,608
Repayment of FHLBB advances	(3,577,694		)	(5,860,071		)
Increase (decrease) in other borrowed funds, net	(4,361		)	(7,591		)
(Decrease) increase in mortgagors' escrow accounts, net	(354		)	541
Repurchases of common stock	(1,870		)	—
Common stock issued for acquisition	—			55,181
Payment of dividends on common stock	(25,937		)	(22,990		)
Payment of income taxes for shares withheld in share based activity	(46		)	—
Redemption of noncontrolling interest in subsidiary	(35,851		)	—
Proceeds from issuance of noncontrolling units	—			130
Payment of dividends to owners of noncontrolling interest in subsidiary	(930		)	(1,893		)
Net cash provided from financing activities	276,552			454,611
Net increase (decrease) in cash and cash equivalents	88,946			(7,129		)
Cash and cash equivalents at beginning of period	89,584			61,005
Cash and cash equivalents at end of period	$	178,530		$	53,876

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits, borrowed funds and subordinated debt	$	72,047		$	46,133
Income taxes	21,270			15,098
Non-cash investing activities:
Transfer from loans to other real estate owned	2,783			1,891
Acquisition of First Commons Bank, N.A.:
Fair value of assets acquired, net of cash and cash equivalents acquired	$	—		$	292,025
Fair value of liabilities assumed	—			278,988

See accompanying notes to unaudited consolidated financial statements.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

(1) Basis of Presentation

Overview

Brookline Bancorp, Inc. (the "Company") is a bank holding company (within the meaning of the Bank Holding Company Act of 1956, as amended) and the parent of Brookline Bank, a Massachusetts-chartered trust company; Bank Rhode Island ("BankRI"), a Rhode Island-chartered financial institution; and First Ipswich Bank ("First Ipswich"), a Massachusetts-chartered trust company (collectively referred to as the "Banks"). The Banks are all members of the Federal Reserve System. The Company is also the parent of Brookline Securities Corp. ("BSC"). The Company's primary business is to provide commercial, business and retail banking services to its corporate, municipal and retail customers through the Banks and its non-bank subsidiaries.

Brookline Bank, which includes its wholly-owned subsidiaries BBS Investment Corp., Longwood Securities Corp. ("LSC") and Eastern Funding LLC ("Eastern Funding"), operates 25 full-service banking offices in the greater Boston metropolitan area with 2 additional lending offices. As of December 31, 2018, Brookline Bank, a wholly-owned subsidiary of the Company, held an 84.07 percent ownership interest its subsidiary, Eastern Funding. As previously announced, on January 4, 2019, Brookline Bank completed the purchase of the remaining 15.93 percent interest in Eastern Funding for a total cash consideration of $35.9 million. BankRI, which includes its wholly-owned subsidiaries, Acorn Insurance Agency, BRI Realty Corp., Macrolease Corporation ("Macrolease"), BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp., operates 20 full-service banking offices in the greater Providence, Rhode Island area. First Ipswich, which includes its wholly-owned subsidiaries First Ipswich Insurance Agency and First Ipswich Securities II Corp., operates 6 full-service banking offices on the north shore of eastern Massachusetts.

The Company's activities include acceptance of commercial, municipal and retail deposits, origination of mortgage loans on commercial and residential real estate located principally in all New England states, origination of commercial loans and leases to small- and mid-sized businesses, investment in debt and equity securities, and the offering of cash management and investment advisory services. The Company also provides specialty equipment financing through its subsidiaries Eastern Funding, which is based in New York City, New York, and Macrolease, which is based in Plainview, New York.

The Company and the Banks are supervised, examined and regulated by the Board of Governors of the Federal Reserve System ("FRB"). As Massachusetts-chartered trust companies, Brookline Bank and First Ipswich are also subject to regulation under the laws of the Commonwealth of Massachusetts and the jurisdiction of the Massachusetts Division of Banks (the "DOB"). As a Rhode Island-chartered financial institution, BankRI is subject to regulation under the laws of the State of Rhode Island and the jurisdiction of the Banking Division of the Rhode Island Department of Business Regulation.

The Federal Deposit Insurance Corporation ("FDIC") offers insurance coverage on all deposits up to $250,000 per depositor at each of the Banks. As FDIC-insured depository institutions, the Banks are also secondarily subject to supervision, examination and regulation by the FDIC. As previously disclosed on a Form 8-K filed with the SEC, on July 31, 2019, Brookline Bank ended its membership in the Depositors Insurance Fund (“DIF”), a private industry-sponsored fund which insures Massachusetts-chartered savings bank deposit balances in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated Brookline Bank’s withdrawal from the DIF and the concurrent charter conversion of Brookline Bank from a Massachusetts-chartered savings bank to a Massachusetts-chartered trust company.

Basis of Financial Statement Presentation

The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying consolidated financial statements have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

In preparing these consolidated financial statements, Management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates based upon changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to significant changes in the near-term include the determination of the allowance for loan and lease losses, the determination of fair market values of assets and liabilities, including acquired loans and leases, the review of goodwill and intangible assets for impairment and the review of deferred tax assets for valuation allowances.

The judgments used by Management in applying these critical accounting policies may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. For example, subsequent evaluations of the loan and lease portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for loan and lease losses in future periods, and the inability to collect outstanding principal may result in increased loan and lease losses.

Reclassification

Certain previously reported amounts have been reclassified to conform to the current year's presentation.

(2) Recent Accounting Pronouncements

In April 2019, FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments to improve the Codifications or correct any unintended application. Codification improvements to Update 2016-13 (Topic 326) will be effective on the same date as requirements in 2016-13. Codification improvements to Update 2017-12 (Topic 815) will be effective as of the beginning of the first annual period beginning after the issuance date and Update 2016-01 (Topic 825) will be effective for fiscal years beginning after December 15, 2019. Management believes that this ASU does apply and has not determined the impact, if any, as of September 30, 2019.

In August 2018, FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), to add additional guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when the arrangement includes a software license. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period. Management is still determining the impact of this ASU, as of September 30, 2019.

In August 2018, FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20), to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years ending after December 15, 2020, for public business entities and for fiscal years ending after December 15, 2021, for all other entities. Early adoption is permitted. Management believes that this ASU does apply and has not determined the impact, if any, as of September 30, 2019.

In August 2018, FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Management believes that this ASU does apply and has not determined the impact, if any, as of September 30, 2019.

In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The intent of this ASU is to replace the current GAAP method of calculating credit losses. Current GAAP uses a higher threshold at which probable losses can be calculated and recorded. The new process will require institutions to account for probable losses that originally would not have been part of the calculation. The calculation will incorporate future forecasting in addition to historical and current measures. For public entities that file with the SEC, this ASU is effective for the fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. This ASU must be applied to AFS Debt Securities, HTM Debt Securities, and HTM Loans. A retrospective approach will be applied cumulatively to retained earnings. Early adoption is permitted as of the fiscal years beginning after December 15, 2018. In November 2018, FASB issued ASU 2018-19 to clarify that operating lease receivables are not in scope of the credit losses standard. Management has determined that ASU 2016-13 does apply, but has not determined the impact, as of September 30,

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

2019. In preparation for the adoption in 2020 of this ASU, Management formed a steering committee to oversee the adoption of ASU 2016-13. The steering committee, along with a project team, has developed an approach for implementation and has selected a third party software service provider. The new software model will include additional assumptions used to calculate credit losses over the estimated life of the financial assets and will include the impact of forecasted economic conditions. The project team is in the testing phase of the third party software by validating model results and assessing data inputs and potential model assumptions. The third party software is being used for both the loan and securities portfolios. Loan portfolios are to be modeled using a lifetime loss rate approach. Securities portfolios are to be modeled using a discounted cash flow approach. Management expects to have completed the testing phase during 4Q 2019. AFS Corporate Securities and HTM Municipal security segments necessitate a CECL allowance. As mentioned, the Company will utilize a DCF-based credit loss model. This model generates Expected Cash Flows on a security level and applies a Probability of Default in conjunction with a Loss Given Default to each instance of cash flow. The Company sources PD and LGD assumptions from white paper studies. The Company will employ a zero-loss expectation for securities issued by either the federal government or government-sponsored entities. The faith and credit of the United States government either implicitly or explicitly backs these securities and, thus, they have no associated credit risk. These zero-loss securities represent 85% of the Company’s investment portfolio. The Company is progressing with development of accounting policies and establishment of internal controls relevant to the updated methodologies and models. These aspects of the new methodologies are also expected to be completed during 4Q 2019.

In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This ASU requires lessees to record most leases on their balance sheet but recognize expenses on their income statements in a manner similar to current accounting. Subsequently, the FASB issued ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 to update provisions to ASU 2016-02. The Company has adopted all of the above mentioned ASU's regarding leases as of January 1, 2019. The standard had a material impact on our consolidated balance sheet by recognizing right-of-use asset operating leases and operating lease liabilities on the balance sheet. However, there was no impact on our consolidated income statement as the timing of the expense recognition has not changed. Additional details can be found in Note 12.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

(3) Investment Securities

The following tables set forth investment securities available-for-sale, held-to-maturity and equity securities held-for-trading at the dates indicated:



	At September 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	182,966	$	3,240	$	36	$	186,170
GSE CMOs	92,883		47		1,079		91,851
GSE MBSs	141,853		739		513		142,079
SBA commercial loan asset-backed securities	37		—		—		37
Corporate debt obligations	32,519		462		—		32,981
U.S. Treasury bonds	13,842		379		—		14,221
Total investment securities available-for-sale	$	464,100	$	4,867	$	1,628	$	467,339
Investment securities held-to-maturity:
GSE debentures	$	38,624	$	129	$	19	$	38,734
GSEs MBSs	9,937		—		102		9,835
Municipal obligations	46,102		663		2		46,763
Foreign government obligations	500		—		30		470
Total investment securities held-to-maturity	$	95,163	$	792	$	153	$	95,802
Equity securities held-for-trading							$	4,581



	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	184,072	$	99	$	3,092	$	181,079
GSE CMOs	107,363		17		4,250		103,130
GSE MBSs	169,334		124		4,369		165,089
SBA commercial loan asset-backed securities	51		—		—		51
Corporate debt obligations	40,618		—		910		39,708
U.S. Treasury bonds	13,812		65		141		13,736
Total investment securities available-for-sale	$	515,250	$	305	$	12,762	$	502,793
Investment securities held-to-maturity:
GSE debentures	$	50,546	$	22	$	967	$	49,601
GSEs MBSs	11,426		—		295		11,131
Municipal obligations	52,304		10		716		51,598
Foreign government obligations	500		—		—		500
Total investment securities held-to-maturity	$	114,776	$	32	$	1,978	$	112,830
Equity securities held-for-trading							$	4,207

As of September 30, 2019, the fair value of all investment securities available-for-sale was $467.3 million, with net unrealized gains of $3.2 million, compared to a fair value of $502.8 million and net unrealized losses of $12.5 million as of December 31, 2018. As of September 30, 2019, $169.7 million, or 36.3% of the portfolio, had gross unrealized losses of $1.6 million, compared to $466.7 million, or 92.8% of the portfolio, with gross unrealized losses of $12.8 million as of December 31, 2018.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

As of September 30, 2019, the fair value of all investment securities held-to-maturity was $95.8 million, with net unrealized gains of $0.6 million, compared to a fair value of $112.8 million with net unrealized losses of $1.9 million as of December 31, 2018. As of September 30, 2019, $19.9 million, or 20.8% of the portfolio, had gross unrealized losses of $0.2 million. As of December 31, 2018, $102.1 million, or 90.5% of the portfolio had gross unrealized losses of $2.0 million.

As of September 30, 2019, the Company recorded a fair value of $4.6 million of equity securities held-for-trading. As of December 31, 2018, the Company recorded a fair value of $4.2 million of equity securities held-for-trading.

Investment Securities as Collateral

As of September 30, 2019 and December 31, 2018, respectively, $437.8 million and $442.5 million of investment securities were pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLBB borrowings. The Banks did not have any outstanding FRB borrowings as of September 30, 2019 and December 31, 2018.

Other-Than-Temporary Impairment ("OTTI")

Investment securities as of September 30, 2019 and December 31, 2018 that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer are as follows:



	At September 30, 2019
	Less than Twelve Months				Twelve Months or Longer				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	5,564	$	22	$	9,777	$	14	$	15,341	$	36
GSE CMOs	23,489		176		61,385		903		84,874		1,079
GSE MBSs	24,787		84		44,672		429		69,459		513
SBA commercial loan asset-backed securities	—		—		36		—		36		—
Temporarily impaired investment securities available-for-sale	53,840		282		115,870		1,346		169,710		1,628
Investment securities held-to-maturity:
GSE debentures	2,986		12		2,991		7		5,977		19
GSEs MBSs	—		—		9,772		102		9,772		102
Municipal obligations	3,508		2		206		—		3,714		2
Foreign government obligations	470		30		—		—		470		30
Temporarily impaired investment securities held-to-maturity	6,964		44		12,969		109		19,933		153
Total temporarily impaired investment securities	$	60,804	$	326	$	128,839	$	1,455	$	189,643	$	1,781

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	December 31, 2018
	Less than Twelve Months				Twelve Months or Longer				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	25,780	$	191	$	130,284	$	2,901	$	156,064	$	3,092
GSE CMOs	—		—		102,630		4,250		102,630		4,250
GSE MBSs	21,487		113		138,051		4,256		159,538		4,369
SBA commercial loan asset-backed securities	—		—		51		—		51		—
Corporate debt obligations	10,019		93		29,689		817		39,708		910
U.S. Treasury bonds	3,927		37		4,753		104		8,680		141
Temporarily impaired investment securities available-for-sale	61,213		434		405,458		12,328		466,671		12,762
Investment securities held-to-maturity:
GSE debentures	—		—		40,653		967		40,653		967
GSEs MBSs	—		—		11,080		295		11,080		295
Municipal obligations	14,813		107		35,058		609		49,871		716
Foreign government obligations	—		—		500		—		500		—
Temporarily impaired investment securities held-to-maturity	14,813		107		87,291		1,871		102,104		1,978
Total temporarily impaired investment securities	$	76,026	$	541	$	492,749	$	14,199	$	568,775	$	14,740

The Company performs regular analysis of the investment securities available-for-sale portfolio to determine whether a decline in fair value indicates that an investment security is OTTI. In making these OTTI determinations, management considers, among other factors, the length of time and extent to which the fair value has been less than amortized cost; projected future cash flows; credit subordination and the creditworthiness; capital adequacy and near-term prospects of the issuers.

Management also considers the Company's capital adequacy, interest-rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the investment securities before recovery. If the Company determines that a decline in fair value is OTTI and that it is more likely than not that the Company will not sell or be required to sell the investment security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in the Company's unaudited consolidated statement of income and the noncredit portion is recognized in accumulated other comprehensive income. The credit portion of the OTTI impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the investment security. If the Company determines that a decline in fair value is OTTI and it is more likely than not that it will sell or be required to sell the investment security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in the Company's unaudited consolidated statement of income.

Investment Securities Available-For-Sale Impairment Analysis

The following discussion summarizes, by investment security type, the basis for evaluating if the applicable investment securities within the Company’s available-for-sale portfolio were OTTI as of September 30, 2019. Based on the analysis below, it was determined that is it more likely than not that the Company will not sell or be required to sell the investment securities before recovery of its amortized cost. The Company's ability and intent to hold these investment securities until recovery is supported by the Company's strong capital and liquidity positions as well as its historically low portfolio turnover. As such, management has determined that the investment securities are not OTTI as of September 30, 2019. If market conditions for investment securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional OTTI in future periods.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

U.S. Government-Sponsored Enterprises

The Company invests in securities issued by U.S. Government-sponsored enterprises ("GSEs"), including GSE debentures, mortgage-backed securities ("MBSs"), and collateralized mortgage obligations ("CMOs"). GSE securities include obligations issued by the Federal National Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC"), the Government National Mortgage Association ("GNMA"), the FHLBB and the Federal Farm Credit Bank. As of September 30, 2019, only GNMA MBSs and CMOs, and Small Business Administration ("SBA") commercial loan asset-backed securities in our available-for-sale portfolio with an estimated fair value of $18.3 million were backed explicitly by the full faith and credit of the U.S. Government, compared to $20.6 million as of December 31, 2018.

As of September 30, 2019, the Company owned 60 GSE debentures with a total fair value of $186.2 million, and a net unrealized gain of $3.2 million. As of December 31, 2018, the Company held 60 GSE debentures with a total fair value of $181.1 million, with a net unrealized loss of $3.0 million. As of September 30, 2019, 6 of the 60 securities in this portfolio were in an unrealized loss position. As of December 31, 2018, 51 of the 60 securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA/SBA) guarantee of the U.S Government. During the nine months ended September 30, 2019, the Company did not purchase any GSE debentures. This compares to $33.9 million purchased during the same period in 2018.

As of September 30, 2019, the Company owned 61 GSE CMOs with a total fair value of $91.9 million and a net unrealized loss of $1.0 million. As of December 31, 2018, the Company held 61 GSE CMOs with a total fair value of $103.1 million with a net unrealized loss of $4.2 million. As of September 30, 2019, 41 of the 61 securities in this portfolio were in an unrealized loss position. As of December 31, 2018, 46 of the 61 securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the nine months ended September 30, 2019 and 2018, the Company did not purchase any GSE CMOs.

As of September 30, 2019, the Company owned 151 GSE MBSs with a total fair value of $142.1 million and a net unrealized gain of $0.2 million. As of December 31, 2018, the Company held 165 GSE MBSs with a total fair value of $165.1 million with a net unrealized loss of $4.2 million. As of September 30, 2019, 49 of the 151 securities in this portfolio were in an unrealized loss position. As of December 31, 2018, 93 of the 165 securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the nine months ended September 30, 2019, the Company did not purchase any GSE MBSs. This compares to $15.2 million purchased during the same period in 2018.

SBA Commercial Loan Asset-Backed

As of September 30, 2019, the Company owned 4 SBA securities with a total fair value of $37.0 thousand, which approximated amortized cost. As of December 31, 2018, the Company owned 4 SBA securities with a total fair value of $51.0 thousand, which approximated amortized cost. As of September 30, 2019, 3 of the 4 securities in this portfolio were in an unrealized loss position. As of December 31, 2018, all 4 of the securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the explicit guarantee of the U.S Government. During the nine months ended September 30, 2019 and 2018, the Company did not purchase any SBA securities.

Corporate Obligations

The Company may invest in high-quality corporate obligations to provide portfolio diversification and improve the overall yield on the portfolio. As of September 30, 2019, the Company held 9 corporate obligation securities with a total fair value of $33.0 million and a net unrealized gain of $0.5 million. As of December 31, 2018, the Company held 11 corporate obligation securities with a total fair value of $39.7 million and a net unrealized loss of $0.9 million. As of September 30, 2019, none of the securities in this portfolio were in an unrealized loss position. As of December 31, 2018, all 11 of the securities in this portfolio were in an unrealized loss position. Full collection of the obligations is expected because the financial condition of the issuers is sound, they have not defaulted on scheduled payments, the obligations are rated investment grade, and the Company has the ability and intent to hold the obligations for a period of time to recover the amortized cost. During the nine months ended September 30, 2019 and 2018, the Company did not purchase any corporate obligations.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

U.S. Treasury Bonds

The Company invests in securities issued by the U.S. government. As of September 30, 2019, the Company owned 3 U.S. Treasury bonds with a total fair value of $14.2 million and an unrealized gain of $0.4 million. This compares to 7 U.S. Treasury bonds with a total fair value of $13.7 million and an unrealized loss of $0.1 million as of December 31, 2018. During the nine months ended September 30, 2019 the Company did not purchase any U.S. Treasury bonds. This compares to $24.7 million purchased during the same period in 2018.

Equity Securities Held-for-Trading

From time to time, the Company will invest in equity securities held-for-trading. As of September 30, 2019 and December 31, 2018, the Company owned 3 equity securities held-for-trading with a fair value of $4.6 million and $4.2 million, respectively.

Investment Securities Held-to-Maturity Impairment Analysis

The following discussion summarizes by investment security type, the basis for evaluating if the applicable investment securities within the Company's held-to-maturity portfolio were OTTI at September 30, 2019. Management has the ability and the intent to hold the securities until maturity.

U.S. Government-Sponsored Enterprises

As of September 30, 2019, the Company owned 13 GSE debentures with a total fair value of $38.7 million, and an unrealized gain of $0.1 million. As of December 31, 2018, the Company owned 17 GSE debentures with a total fair value of $49.6 million and an unrealized loss of $0.9 million. As of September 30, 2019, 2 of the 13 securities in this portfolio were in an unrealized loss position. As of December 31, 2018, 14 of the 17 securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the nine months ended September 30, 2019, the Company did not purchase any GSE debentures as compared to the same period in 2018, when the Company purchased a total of $8.9 million in GSE debentures.

As of September 30, 2019, the Company owned 11 GSE MBSs with a total fair value of $9.8 million and an unrealized loss of $0.1 million. As of December 31, 2018, the Company owned 11 GSE MBSs with a total fair value of $11.1 million and an unrealized loss of $0.3 million. As of September 30, 2019 and December 31, 2018, 8 of the 11 securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the nine months ended September 30, 2019 and 2018, the Company did not purchase any GSE MBSs.

Municipal Obligations

The Company invests in certain state and municipal securities with high credit ratings for portfolio diversification and tax planning purposes. As of September 30, 2019, the Company owned 88 municipal obligation securities with a total fair value of $46.8 million and a net unrealized gain of $0.7 million. As of December 31, 2018, the Company owned 98 municipal obligation securities with a total fair value of $51.6 million and an unrealized loss of $0.7 million. As of September 30, 2019, 9 of the 88 securities in this portfolio were in an unrealized loss position as compared to December 31, 2018, when 94 of the 98 securities were in an unrealized loss position. During the nine months ended September 30, 2019 and 2018, the Company did not purchase any municipal obligations.

Foreign Government Obligations

As of September 30, 2019 and December 31, 2018, the Company owned 1 foreign government obligation security with a fair value of $0.5 million, which approximated cost. As of September 30, 2019 and December 31, 2018, the security was in an unrealized loss position. During the nine months ended September 30, 2019 the Company repurchased the foreign government obligation that had matured. During the same period in 2018, the Company did not purchase any new foreign government obligations during this period.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Portfolio Maturities

The final stated maturities of the debt securities are as follows for the periods indicated:



	At September 30, 2019						At December 31, 2018
	Amortized Cost		Estimated Fair Value		Weighted Average Rate		Amortized Cost		Estimated Fair Value		Weighted Average Rate
	(Dollars in Thousands)
Investment securities available-for-sale:
Within 1 year	$	16,804	$	16,795	1.85	%	$	12,041	$	12,007	2.03	%
After 1 year through 5 years	211,446		214,683		2.19	%	195,701		192,692		2.14	%
After 5 years through 10 years	70,538		71,239		2.16	%	115,665		112,819		2.18	%
Over 10 years	165,312		164,622		2.12	%	191,843		185,275		2.17	%
	$	464,100	$	467,339	2.15	%	$	515,250	$	502,793	2.16	%
Investment securities held-to-maturity:
Within 1 year	$	6,499	$	6,504	1.85	%	$	7,640	$	7,618	1.17	%
After 1 year through 5 years	68,949		69,419		1.85	%	72,735		71,492		1.84	%
After 5 years through 10 years	9,840		10,107		1.78	%	23,025		22,640		2.20	%
Over 10 years	9,875		9,772		1.92	%	11,376		11,080		2.13	%
	$	95,163	$	95,802	1.85	%	$	114,776	$	112,830	1.89	%

Actual maturities of debt securities will differ from those presented above since certain obligations amortize and may also provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty. MBSs and CMOs are included above based on their final stated maturities; the actual maturities, however, may occur earlier due to anticipated prepayments and stated amortization of cash flows.

As of September 30, 2019, issuers of debt securities with an estimated fair value of $45.0 million had the right to call or prepay the obligations. Of the $45.0 million, approximately $3.0 million matures within 1 year, $41.5 million matures in 1 - 5 years, $0.6 million matures in 6 - 10 years, and none mature after ten years. As of December 31, 2018, issuers of debt securities with an estimated fair value of approximately $19.1 million had the right to call or prepay the obligations. Of the $19.1 million, approximately none mature within 1 year, $8.4 million matures in 1-5 years, $10.7 million matures in 6-10 years, and none mature after ten years.

Security Sales

On February 3, 2017, the Company, through BSC, received $319 in cash and 14.876 shares of Community Bank Systems, Inc. (“CBU”) common stock in exchange for each of the 9,721 shares of Northeast Retirement Services, Inc. (“NRS”) stock held by BSC. The exchange was completed in accordance with the merger agreement entered into between NRS and CBU. As part of the merger agreement, the Company was restricted to selling 5,071 shares of CBU per day in the open market. During the quarter ended March 31, 2017, the Company completed the sale of all the CBU shares acquired in the merger. When securities were sold, the adjusted cost of the specific security sold was used to compute the gain or loss on the sale.

On March 6, 2018, the Company, through its wholly owned subsidiary, BSC, received $0.6 million in cash and 11,303 shares of CBU common stock as settlement for the indemnification escrow on the 12 month anniversary date of the merger between NRS and CBU. The Company subsequently sold all 11,303 shares of the CBU stock and recognized a gain on the sale of $0.6 million.

During the month of March 2018, the Company, through Brookline Bank’s wholly owned subsidiary, LSC, sold 3 trust preferred securities with a book value of $1.5 million for a loss of $0.1 million. The table on the following page includes the activity with respect to the sale of the trust preferred securities and restricted equity securities.

There were no securities sold during the nine months ended September 30, 2019.

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Sales of investment and restricted equity securities are summarized as follows:



	Nine Months Ended September 30, 2019		Nine Months Ended September 30, 2018
	(In Thousands)
Proceeds from sale of trust preferred, marketable and restricted equity securities	$	—	$	2,700
Sales of trading securities	—		—

Gross gains from securities sales	—		1,230
Gross losses from securities sales	—		(68		)
Gain on sales of securities, net	$	—	$	1,162

(4) Loans and Leases

The following tables present loan and lease balances and weighted average coupon rates for the originated and acquired loan and lease portfolios at the dates indicated:



	At September 30, 2019
	Originated				Acquired				Total
	Balance		Weighted Average Coupon		Balance		Weighted Average Coupon		Balance		Weighted Average Coupon
	(Dollars In Thousands)
Commercial real estate loans:
Commercial real estate	$	2,343,137	4.49	%	$	97,954	4.66	%	$	2,441,091	4.50	%
Multi-family mortgage	882,665		4.37	%	36,569		4.60	%	919,234		4.38	%
Construction	220,685		5.31	%	8,441		6.73	%	229,126		5.36	%
Total commercial real estate loans	3,446,487		4.51	%	142,964		4.77	%	3,589,451		4.52	%
Commercial loans and leases:
Commercial	747,968		4.83	%	18,915		5.11	%	766,883		4.84	%
Equipment financing	1,026,761		7.73	%	2,519		5.98	%	1,029,280		7.73	%
Condominium association	54,225		4.87	%	—		—	%	54,225		4.87	%
Total commercial loans and leases	1,828,954		6.46	%	21,434		5.21	%	1,850,388		6.45	%
Consumer loans:
Residential mortgage	680,631		4.09	%	112,102		4.50	%	792,733		4.15	%
Home equity	341,114		4.73	%	34,143		5.12	%	375,257		4.77	%
Other consumer	38,890		4.79	%	102		17.88	%	38,992		4.83	%
Total consumer loans	1,060,635		4.32	%	146,347		4.65	%	1,206,982		4.36	%
Total loans and leases	$	6,336,076	5.04	%	$	310,745	4.74	%	$	6,646,821	5.03	%

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	At December 31, 2018
	Originated				Acquired				Total
	Balance		Weighted Average Coupon		Balance		Weighted Average Coupon		Balance		Weighted Average Coupon
	(Dollars In Thousands)
Commercial real estate loans:
Commercial real estate	$	2,208,904	4.61	%	$	121,821	4.62	%	$	2,330,725	4.61	%
Multi-family mortgage	799,813		4.51	%	47,898		4.58	%	847,711		4.51	%
Construction	151,138		5.62	%	22,162		6.74	%	173,300		5.76	%
Total commercial real estate loans	3,159,855		4.63	%	191,881		4.85	%	3,351,736		4.64	%
Commercial loans and leases:
Commercial	712,630		4.96	%	23,788		5.39	%	736,418		4.97	%
Equipment financing	978,840		7.61	%	3,249		5.97	%	982,089		7.60	%
Condominium association	50,451		4.70	%	—		—	%	50,451		4.70	%
Total commercial loans and leases	1,741,921		6.44	%	27,037		5.46	%	1,768,958		6.43	%
Consumer loans:
Residential mortgage	653,059		4.09	%	129,909		4.45	%	782,968		4.15	%
Home equity	331,014		5.05	%	45,470		5.39	%	376,484		5.09	%
Other consumer	23,260		5.55	%	110		17.81	%	23,370		5.61	%
Total consumer loans	1,007,333		4.44	%	175,489		4.70	%	1,182,822		4.48	%
Total loans and leases	$	5,909,109	5.13	%	$	394,407	4.83	%	$	6,303,516	5.11	%

The net unamortized deferred loan origination fees and costs included in total loans and leases were $15.5 million and $15.6 million as of September 30, 2019 and December 31, 2018, respectively.

The Banks and subsidiaries lend primarily in all New England states, with the exception of equipment financing, 27.4% of which is in the greater New York and New Jersey metropolitan area and 72.6% of which is in other areas in the United States of America as of September 30, 2019.

Accretable Yield for the Acquired Loan Portfolio

The following table summarizes activity in the accretable yield for the acquired loan portfolio for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(In Thousands)
Balance at beginning of period	$	6,852		$	8,813		$	7,905		$	10,522
Accretion	(1,302		)	(890		)	(3,143		)	(3,223		)
Reclassification from nonaccretable difference as a result of changes in expected cash flows	806			224			1,594			848
Balance at end of period	$	6,356		$	8,147		$	6,356		$	8,147

On a quarterly basis, subsequent to acquisition, management reforecasts the expected cash flows for acquired ASC 310-30 loans, taking into account prepayment speeds, probability of default and loss given defaults. Management compares cash flow projections per the reforecast to the original cash flow projections and determines whether any reduction in cash flow expectations are due to deterioration, or if the change in cash flow expectation is related to noncredit events. This cash flow analysis is used to evaluate the need for a provision for loan and lease losses and/or prospective yield adjustments. During the three months ended September 30, 2019 and 2018, accretable yield adjustments totaling $806 thousand and $224 thousand, respectively, were made for certain loan pools. During the nine months ended September 30, 2019 and 2018, accretable yield

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Notes to Unaudited Consolidated Financial Statements (Continued)

adjustments totaling $1.6 million and $0.8 million, respectively, were made for certain loan pools. These accretable yield adjustments, which are subject to continued re-assessment, will be recognized over the remaining lives of those pools.

Loans and Leases Pledged as Collateral

As of September 30, 2019 and December 31, 2018, there were $3.0 billion and $3.0 billion, respectively, of loans and leases pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLBB borrowings. The Banks did not have any outstanding FRB borrowings as of September 30, 2019 and December 31, 2018.

(5) Allowance for Loan and Lease Losses

The following tables present the changes in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment for the periods indicated:



	Three Months Ended September 30, 2019
	Commercial Real Estate		Commercial			Consumer			Total
	(In Thousands)
Balance at June 30, 2019	$	28,668	$	24,333		$	5,634		$	58,635
Charge-offs	—		(1,175		)	(15		)	(1,190		)
Recoveries	—		772			52			824
Provision for loan and lease losses	361		463			42			866
Balance at September 30, 2019	$	29,029	$	24,393		$	5,713		$	59,135



	Three Months Ended September 30, 2018
	Commercial Real Estate		Commercial			Consumer			Total
	(In Thousands)
Balance at June 30, 2018	$	27,045	$	26,120		$	4,816		$	57,981
Charge-offs	—		(1,198		)	(29		)	(1,227		)
Recoveries	—		619			44			663
Provision for loan and lease losses	319		2,217			44			2,580
Balance at September 30, 2018	$	27,364	$	27,758		$	4,875		$	59,997



	Nine Months Ended September 30, 2019
	Commercial Real Estate		Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2018	$	28,187	$	25,283		$	5,222		$	58,692
Charge-offs	—		(7,088		)	(56		)	(7,144		)
Recoveries	—		1,454			141			1,595
Provision for loan and lease losses	842		4,744			406			5,992
Balance at September 30, 2019	$	29,029	$	24,393		$	5,713		$	59,135

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	Nine Months Ended September 30, 2018
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2017	$	27,112		$	26,333		$	5,147		$	58,592
Charge-offs	(103		)	(5,387		)	(134		)	(5,624		)
Recoveries	—			1,972			253			2,225
Provision (credit) for loan and lease losses	355			4,840			(391		)	4,804
Balance at September 30, 2018	$	27,364		$	27,758		$	4,875		$	59,997

The liability for unfunded credit commitments, which is included in other liabilities, was $1.8 million and $1.9 million at September 30, 2019 and December 31, 2018, respectively. No credit commitments were charged off against the liability account in the nine-month periods ended September 30, 2019 and 2018.

Provision for Credit Losses

The provisions for credit losses are set forth below for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019			2018
	(In Thousands)
Provision for loan and lease losses:
Commercial real estate	$	361	$	319	$	842		$	355
Commercial	463		2,217		4,744			4,840
Consumer	42		44		406			(391		)
Total provision for loan and lease losses	866		2,580		5,992			4,804
Unfunded credit commitments	5		137		(11		)	24
Total provision for credit losses	$	871	$	2,717	$	5,981		$	4,828

Allowance for Loan and Lease Losses Methodology

Management has established a methodology to determine the adequacy of the allowance for loan and lease losses that assesses the risks and losses inherent in the loan and lease portfolio. Additions to the allowance for loan and lease losses are made by charges to the provision for credit losses. Losses on loans and leases are charged off against the allowance when all or a portion of a loan or lease is considered uncollectible. Subsequent recoveries on loans previously charged off, if any, are credited to the allowance when realized.

Management uses a consistent and systematic process and methodology to evaluate the adequacy of the allowance for loan and lease losses on a quarterly basis. For purposes of determining the allowance for loan and lease losses, the Company has segmented certain loans and leases in the portfolio by product type into the following segments: (1) commercial real estate loans, (2) commercial loans and leases, and (3) consumer loans. Portfolio segments are further disaggregated into classes based on the associated risks within the segments. Commercial real estate loans are divided into three classes: commercial real estate loans, multi-family mortgage loans, and construction loans. Commercial loans and leases are divided into three classes: commercial loans which include taxi medallion loans, equipment financing, and loans to condominium associations. Consumer loans are divided into three classes: residential mortgage loans, home equity loans, and other consumer loans. A formula-based credit evaluation approach is applied to each group, coupled with an analysis of certain loans for impairment. For each class of loan, management makes significant judgments in selecting the estimation method that fits the credit characteristics of its class and portfolio segment as set forth below.

The general allowance related to loans collectively evaluated for impairment is determined using a formula-based approach utilizing the risk ratings of individual credits and loss factors derived from historic portfolio loss rates, which include estimates of incurred losses over an estimated loss emergence period (“LEP”). The LEP was generated utilizing a charge-off look-back analysis which studied the time from the first indication of elevated risk of repayment (or other early event indicating

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

a problem) to eventual charge-off to support the LEP considered in the allowance calculation. This reserving methodology established the approximate number of months of LEP that represents incurred losses for each portfolio. In addition to quantitative measures, relevant qualitative factors include, but are not limited to: (1) levels and trends in past due and impaired loans, (2) levels and trends in charge-offs, (3) changes in underwriting standards, policy exceptions, and credit policy, (4) experience of lending management and staff, (5) economic trends, (6) industry conditions, (7) effects of changes in credit concentrations, (8) interest rate environment, and (9) regulatory and other changes. The general allowance related to the acquired loans collectively evaluated for impairment is determined based upon the degree, if any, of deterioration in the pooled loans subsequent to acquisition. The qualitative factors used in the determination are the same as those used for originated loans.

Specific valuation allowances are established for impaired originated loans with book values greater than the discounted present value of expected future cash flows or, in the case of collateral-dependent impaired loans, for any excess of a loan's book balance over the fair value of its underlying collateral. Specific valuation allowances are established for acquired loans with deterioration in the discounted present value of expected future cash flows since acquisitions or, in the case of collateral dependent impaired loans, for any increase in the excess of a loan's book balance greater than the fair value of its underlying collateral. A specific valuation allowance for losses on troubled debt restructured ("TDR") loans is determined by comparing the net carrying amount of the TDR loan with the restructured loan's cash flows discounted at the original effective rate. Impaired loans are reviewed quarterly with adjustments made to the calculated reserve as necessary.

As of September 30, 2019, management believes that the methodology for calculating the allowance is sound and that the allowance provides a reasonable basis for determining and reporting on probable losses incurred in the Company’s loan portfolios.

As of September 30, 2019, the Company had a portfolio of approximately $10.4 million in loans secured by taxi medallions issued by the cities of Boston and Cambridge, Massachusetts. As of December 31, 2018, this portfolio was approximately $13.7 million. For collateral valuation purposes, taxi medallions are currently estimated at $35 thousand for Boston and $10 thousand for Cambridge. The Company has no taxi medallion exposure outside Massachusetts.

As of September 30, 2019, the Company had an allowance for loan and lease losses associated with taxi medallion loans of $1.1 million of which $0.6 million were specific reserves and $0.5 million was a general reserve. As of December 31, 2018, the Company had an allowance for loan and lease losses associated with taxi medallion loans of $2.5 million of which $1.9 million were specific reserves and $0.6 million was a general reserve. The decrease in the allowance for loan and leases associated with taxi medallion loans was primarily driven by the decrease in specific reserves due to charge-offs in the taxi medallion portfolio. The total TDRs secured by taxi medallions decreased by $2.7 million from $3.7 million at December 31, 2018 to $1.0 million at September 30, 2019. The total loans secured by taxi medallions that were placed on nonaccrual decreased by $2.5 million to $1.2 million at September 30, 2019 from $3.7 million at December 31, 2018. The decreases in TDRs and non-accruing loans secured by taxi medallions were primarily due to the charge-offs in taxi medallion relationships during the first nine months of 2019. Further declines in demand for taxi services or further deterioration in the value of taxi medallions may result in higher delinquencies and losses beyond that provided for in the allowance for loan and lease losses.

The general allowance for loan and lease losses was $57.4 million as of September 30, 2019, compared to $55.6 million as of December 31, 2018. The specific allowance for loan and lease losses was $1.7 million as of September 30, 2019, compared to $3.1 million as of December 31, 2018. The specific allowance decreased by $1.4 million during the nine months ended September 30, 2019 primarily due to the charge-offs of $1.7 million on loans collateralized by taxi medallions.

Credit Quality Assessment

At the time of loan origination, a rating is assigned based on the capacity to pay and general financial strength of the borrower, the value of assets pledged as collateral, and the evaluation of third party support such as a guarantor. The Company continually monitors the credit quality of the loan portfolio using all available information. The officer responsible for handling each loan is required to initiate changes to risk ratings when changes in facts and circumstances occur that warrant an upgrade or downgrade in a loan rating. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, impaired, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower's ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a TDR loan.

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Notes to Unaudited Consolidated Financial Statements (Continued)

The Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For all loans, the Company utilizes an eight-grade loan rating system, which assigns a risk rating to each borrower based on a number of quantitative and qualitative factors associated with a loan transaction. Factors considered include industry and market conditions; position within the industry; earnings trends; operating cash flow; asset/liability values; debt capacity; guarantor strength; management and controls; financial reporting; collateral; and other considerations. In addition, the Company's independent loan review group evaluates the credit quality and related risk ratings in all loan portfolios. The results of these reviews are reported to the Risk Committee of the Board of Directors on a periodic basis and annually to the Board of Directors. For the consumer loans, the Company heavily relies on payment status for calibrating credit risk.

The ratings categories used for assessing credit risk in the commercial real estate, multi-family mortgage, construction, commercial, equipment financing, condominium association and other consumer loan and lease classes are defined as follows:

1 -4 Rating—Pass

Loan rating grades "1" through "4" are classified as "Pass," which indicates borrowers are performing in accordance with the terms of the loan and are less likely to result in loss due to the capacity of the borrower to pay and the adequacy of the value of assets pledged as collateral.

5 Rating—Other Assets Especially Mentioned ("OAEM")

Borrowers exhibit potential credit weaknesses or downward trends deserving management's attention. If not checked or corrected, these trends will weaken the Company's asset and position. While potentially weak, currently these borrowers are marginally acceptable; no loss of principal or interest is envisioned.

6 Rating—Substandard

Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. Substandard loans may be inadequately protected by the current net worth and paying capacity of the obligors or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy. Although no loss of principal is envisioned, there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Collateral coverage may be inadequate to cover the principal obligation.

7 Rating—Doubtful

Borrowers exhibit well-defined weaknesses that jeopardize the orderly liquidation of debt with the added provision that the weaknesses make collection of the debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Serious problems exist to the point where partial loss of principal is likely.

8 Rating—Definite Loss

Borrowers deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuation as active assets of the Company is not warranted.

Assets rated as "OAEM," "substandard" or "doubtful" based on criteria established under banking regulations are collectively referred to as "criticized" assets.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Credit Quality Information

The following tables present the recorded investment in loans in each class as of September 30, 2019, by credit quality indicator.



	At September 30, 2019
	Commercial Real Estate		Multi- Family Mortgage		Construction		Commercial		Equipment Financing		Condominium Association		Other Consumer		Total
	(In Thousands)
Originated:
Loan rating:
Pass	$	2,336,984	$	882,578	$	220,685	$	729,682	$	1,012,405	$	54,062	$	38,889	$	5,275,285
OAEM	2,982		—		—		11,751		1,451		—		—		16,184
Substandard	3,171		87		—		6,532		11,455		163		1		21,409
Doubtful	—		—		—		3		1,450		—		—		1,453
Total originated	2,343,137		882,665		220,685		747,968		1,026,761		54,225		38,890		5,314,331

Acquired:
Loan rating:
Pass	86,854		36,569		3,571		18,313		2,512		—		102		147,921
OAEM	2,076		—		4,870		370		—		—		—		7,316
Substandard	9,024		—		—		232		7		—		—		9,263
Total acquired	97,954		36,569		8,441		18,915		2,519		—		102		164,500

Total loans	$	2,441,091	$	919,234	$	229,126	$	766,883	$	1,029,280	$	54,225	$	38,992	$	5,478,831

As of September 30, 2019, there were no loans categorized as definite loss.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At September 30, 2019
	Residential Mortgage				Home Equity
	(Dollars In Thousands)
Originated:
Loan-to-value ratio:
Less than 50%	$	182,444	23.0	%	$	136,072	36.3	%
50% - 69%	285,430		36.0	%	90,917		24.2	%
70% - 79%	181,726		22.9	%	78,552		20.9	%
80% and over	19,922		2.5	%	35,573		9.5	%
Data not available*	11,109		1.4	%	—		—	%
Total originated	680,631		85.8	%	341,114		90.9	%

Acquired:
Loan-to-value ratio:
Less than 50%	34,453		4.3	%	18,148		4.8	%
50%—69%	48,522		6.3	%	8,727		2.3	%
70%—79%	17,551		2.2	%	712		0.2	%
80% and over	5,885		0.7	%	2,559		0.7	%
Data not available	5,691		0.7	%	3,997		1.1	%
Total acquired	112,102		14.2	%	34,143		9.1	%

Total loans	$	792,733	100.0	%	$	375,257	100.0	%

_______________________________________________________________________________

* Represents in process general ledger accounts for which data are not available.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The following tables present the recorded investment in loans in each class as of December 31, 2018, by credit quality indicator.



	At December 31, 2018
	Commercial Real Estate		Multi- Family Mortgage		Construction		Commercial		Equipment Financing		Condominium Association		Other Consumer		Total
	(In Thousands)
Originated:
Loan rating:
Pass	$	2,198,377	$	799,483	$	150,742	$	685,773	$	969,275	$	50,186	$	23,249	$	4,877,085
OAEM	6,096		—		—		3,726		52		—		—		9,874
Substandard	4,431		330		396		22,870		6,895		265		11		35,198
Doubtful	—		—		—		261		2,618		—		—		2,879
Total originated	2,208,904		799,813		151,138		712,630		978,840		50,451		23,260		4,925,036

Acquired:
Loan rating:
Pass	111,919		47,715		22,162		23,250		3,240		—		110		208,396
OAEM	626		—		—		236		—		—		—		862
Substandard	9,276		183		—		302		9		—		—		9,770
Total acquired	121,821		47,898		22,162		23,788		3,249		—		110		219,028

Total loans	$	2,330,725	$	847,711	$	173,300	$	736,418	$	982,089	$	50,451	$	23,370	$	5,144,064

As of December 31, 2018, there were no loans categorized as definite loss.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At December 31, 2018
	Residential Mortgage				Home Equity
	(Dollars In Thousands)
Originated:
Loan-to-value ratio:
Less than 50%	$	171,523	21.9	%	$	142,534	37.9	%
50%—69%	287,337		36.7	%	84,423		22.4	%
70%—79%	173,870		22.2	%	73,898		19.6	%
80% and over	19,030		2.4	%	30,129		8.0	%
Data not available*	1,299		0.2	%	30		—	%
Total originated	653,059		83.4	%	331,014		87.9	%

Acquired:
Loan-to-value ratio:
Less than 50%	36,752		4.6	%	24,705		6.6	%
50%—69%	53,788		6.9	%	10,353		2.7	%
70%—79%	26,510		3.4	%	1,000		0.3	%
80% and over	6,701		0.9	%	4,348		1.2	%
Data not available	6,158		0.8	%	5,064		1.3	%
Total acquired	129,909		16.6	%	45,470		12.1	%

Total loans	$	782,968	100.0	%	$	376,484	100.0	%

_______________________________________________________________________________

* Represents in process general ledger accounts for which data are not available.

The following table presents information regarding foreclosed residential real estate property for the periods indicated:



	At September 30, 2019		At December 31, 2018
	(In Thousands)
Foreclosed residential real estate property held by the creditor	$	—	$	629
Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure	$	701	$	121

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Age Analysis of Past Due Loans and Leases

The following tables present an age analysis of the recorded investment in total loans and leases as of September 30, 2019 and December 31, 2018.



	At September 30, 2019
	Past Due												Loans and Leases Past Due Greater Than 90 Days and Accruing
	31-60 Days		61-90 Days		Greater Than 90 Days		Total		Current		Total Loans and Leases		Loans and Leases Past Due Greater Than 90 Days and Accruing		Nonaccrual Loans and Leases
	(In Thousands)
Originated:
Commercial real estate loans:
Commercial real estate	$	2,157	$	—	$	2,540	$	4,697	$	2,338,440	$	2,343,137	$	—	$	2,811
Multi-family mortgage	557		—		—		557		882,108		882,665		—		87
Construction	—		1,306		—		1,306		219,379		220,685		—		—
Total commercial real estate loans	2,714		1,306		2,540		6,560		3,439,927		3,446,487		—		2,898
Commercial loans and leases:
Commercial	731		1,314		3,348		5,393		742,575		747,968		1,241		2,933
Equipment financing	3,108		1,683		7,741		12,532		1,014,229		1,026,761		—		12,817
Condominium association	451		—		—		451		53,774		54,225		—		163
Total commercial loans and leases	4,290		2,997		11,089		18,376		1,810,578		1,828,954		1,241		15,913
Consumer loans:
Residential mortgage	685		—		594		1,279		679,352		680,631		—		1,605
Home equity	504		201		113		818		340,296		341,114		1		254
Other consumer	22		5		2		29		38,861		38,890		—		3
Total consumer loans	1,211		206		709		2,126		1,058,509		1,060,635		1		1,862
Total originated loans and leases	$	8,215	$	4,509	$	14,338	$	27,062	$	6,309,014	$	6,336,076	$	1,242	$	20,673

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At September 30, 2019
	Past Due												Loans and Leases Past Due Greater Than 90 Days and Accruing
	31-60 Days		61-90 Days		Greater Than 90 Days		Total		Current		Total Loans and Leases		Loans and Leases Past Due Greater Than 90 Days and Accruing		Nonaccrual Loans and Leases ⁽¹⁾
	(In Thousands)
Acquired:
Commercial real estate loans:
Commercial real estate	$	—	$	327	$	8,864	$	9,191	$	88,763	$	97,954	$	8,794	$	99
Multi-family mortgage	348		—		—		348		36,221		36,569		—		—
Construction	—		—		—		—		8,441		8,441		—		—
Total commercial real estate loans	348		327		8,864		9,539		133,425		142,964		8,794		99
Commercial loans and leases:
Commercial	—		—		232		232		18,683		18,915		26		206
Equipment financing	—		—		7		7		2,512		2,519		7		—
Total commercial loans and leases	—		—		239		239		21,195		21,434		33		206
Consumer loans:
Residential mortgage	1,892		—		1,776		3,668		108,434		112,102		1,776		—
Home equity	548		6		42		596		33,547		34,143		40		650
Other consumer	—		—		—		—		102		102		—		—
Total consumer loans	2,440		6		1,818		4,264		142,083		146,347		1,816		650
Total acquired loans and leases	$	2,788	$	333	$	10,921	$	14,042	$	296,703	$	310,745	$	10,643	$	955

Total loans and leases	$	11,003	$	4,842	$	25,259	$	41,104	$	6,605,717	$	6,646,821	$	11,885	$	21,628

___________________________________________________________

(1) Loans and leases acquired with deteriorated credit quality are always accruing.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At December 31, 2018
	Past Due												Loans and Leases Past Due Greater Than 90 Days and Accruing
	31-60 Days		61-90 Days		Greater Than 90 Days		Total		Current		Total Loans and Leases		Loans and Leases Past Due Greater Than 90 Days and Accruing		Nonaccrual Loans and Leases
	(In Thousands)
Originated:
Commercial real estate loans:
Commercial real estate	$	5,139	$	896	$	2,962	$	8,997	$	2,199,907	$	2,208,904	$	277	$	3,806
Multi-family mortgage	893		—		145		1,038		798,775		799,813		—		330
Construction	297		—		396		693		150,445		151,138		—		396
Total commercial real estate loans	6,329		896		3,503		10,728		3,149,127		3,159,855		277		4,532
Commercial loans and leases:
Commercial	2,021		582		6,244		8,847		703,783		712,630		1,962		6,421
Equipment financing	2,509		650		5,685		8,844		969,996		978,840		12		9,500
Condominium association	320		—		—		320		50,131		50,451		—		265
Total commercial loans and leases	4,850		1,232		11,929		18,011		1,723,910		1,741,921		1,974		16,186
Consumer loans:
Residential mortgage	400		—		1,597		1,997		651,062		653,059		—		1,842
Home equity	761		25		183		969		330,045		331,014		1		191
Other consumer	51		18		15		84		23,176		23,260		—		17
Total consumer loans	1,212		43		1,795		3,050		1,004,283		1,007,333		1		2,050
Total originated loans and leases	$	12,391	$	2,171	$	17,227	$	31,789	$	5,877,320	$	5,909,109	$	2,252	$	22,768

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At December 31, 2018
	Past Due												Loans and Leases Past Due Greater Than 90 Days and Accruing
	31-60 Days		61-90 Days		Greater Than 90 Days		Total		Current		Total Loans and Leases		Loans and Leases Past Due Greater Than 90 Days and Accruing		Nonaccrual Loans and Leases⁽¹⁾
	(In Thousands)
Acquired:
Commercial real estate loans:
Commercial real estate	$	—	$	215	$	9,087	$	9,302	$	112,519	$	121,821	$	9,018	$	122
Multi-family mortgage	348		—		—		348		47,550		47,898		—		—
Construction	360		242		—		602		21,560		22,162		—		—
Total commercial real estate loans	708		457		9,087		10,252		181,629		191,881		9,018		122
Commercial loans and leases:
Commercial	124		44		290		458		23,330		23,788		90		200
Equipment financing	—		—		9		9		3,240		3,249		9		—
Total commercial loans and leases	124		44		299		467		26,570		27,037		99		200
Consumer loans:
Residential mortgage	—		371		2,113		2,484		127,425		129,909		2,113		290
Home equity	191		265		2		458		45,012		45,470		—		717
Other consumer	—		—		—		—		110		110		—		—
Total consumer loans	191		636		2,115		2,942		172,547		175,489		2,113		1,007
Total acquired loans and leases	$	1,023	$	1,137	$	11,501	$	13,661	$	380,746	$	394,407	$	11,230	$	1,329

Total loans and leases	$	13,414	$	3,308	$	28,728	$	45,450	$	6,258,066	$	6,303,516	$	13,482	$	24,097

___________________________________________________________

(1) Loans and leases acquired with deteriorated credit quality are always accruing.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Commercial Real Estate Loans—As of September 30, 2019, loans outstanding in the three classes within this segment expressed as a percentage of total loans and leases outstanding were as follows: commercial real estate loans -- 36.7%; multi-family mortgage loans -- 13.9%; and construction loans -- 3.5%.

Loans in this portfolio that are on nonaccrual status and/or risk-rated "substandard" or worse are evaluated on an individual loan basis for impairment. For non-impaired commercial real estate loans, loss factors are applied to outstanding loans by risk rating for each of the three classes in the portfolio. The factors applied are based primarily on historic loan loss experience and an assessment of internal and external factors and other relevant information.

Commercial Loans and Leases—As of September 30, 2019, loans and leases outstanding in the three classes within this segment expressed as a percent of total loans and leases outstanding were as follows: commercial loans and leases -- 11.5%; equipment financing loans -- 15.5%; and loans to condominium associations -- 0.8%.

Loans and leases in this portfolio that are on nonaccrual status and/or risk-rated "substandard" or worse are evaluated on an individual basis for impairment. For non-impaired commercial loans and leases, loss factors are applied to outstanding loans by risk rating for each of the three classes in the portfolio.

Consumer Loans—As of September 30, 2019, loans outstanding within the three classes within this segment expressed as a percent of total loans and leases outstanding were as follows: residential mortgage loans -- 11.9%, home equity loans -- 5.6%, and other consumer loans -- 0.6%.

Significant risk characteristics related to the residential mortgage and home equity loan portfolios are the geographic concentration of the properties financed within selected communities in the greater Boston and Providence metropolitan areas. The payment status and loan-to-value ratio are the primary credit quality indicators used for residential mortgage loans and home equity loans. Generally, loans are not made when the loan-to-value ratio exceeds 80% unless private mortgage insurance is obtained and/or there is a financially strong guarantor. Consumer loans that become 90 or more days past due, or are placed on nonaccrual.

Impaired Loans and Leases

A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. The Company has defined the population of impaired loans to include nonaccrual loans and TDR loans.

When the ultimate collectability of the total principal of an impaired loan or lease is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan or lease is not in doubt and the loan or lease is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method.

The following tables include the recorded investment and unpaid principal balances of impaired loans and leases with the related allowance amount, if applicable, for the originated and acquired loan and lease portfolios at the dates indicated. Also presented are the average recorded investments in the impaired loans and leases and the related amount of interest recognized during the period that the impaired loans were impaired.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At September 30, 2019						At December 31, 2018
	Recorded Investment ₍₁₎		Unpaid Principal Balance		Related Allowance		Recorded Investment ₍₂₎		Unpaid Principal Balance		Related Allowance
	(In Thousands)
Originated:
With no related allowance recorded:
Commercial real estate	$	3,971	$	3,962	$	—	$	5,569	$	5,545	$	—
Commercial	25,761		25,723		—		30,927		31,053		—
Consumer	2,625		2,612		—		2,989		2,978		—
Total originated with no related allowance recorded	32,357		32,297		—		39,485		39,576		—
With an allowance recorded:
Commercial real estate	70		70		8		396		396		5
Commercial	5,421		5,422		1,572		8,224		8,208		2,961
Consumer	1,229		1,226		72		665		664		89
Total originated with an allowance recorded	6,720		6,718		1,652		9,285		9,268		3,055
Total originated impaired loans and leases	39,077		39,015		1,652		48,770		48,844		3,055

Acquired:
With no related allowance recorded:
Commercial real estate	14,309		14,311		—		9,538		9,538		—
Commercial	476		476		—		531		531		—
Consumer	3,746		3,746		—		4,772		4,772		—
Total acquired with no related allowance recorded	18,531		18,533		—		14,841		14,841		—
With an allowance recorded:
Consumer	451		451		40		154		154		26
Total acquired with an allowance recorded	451		451		40		154		154		26
Total acquired impaired loans and leases	18,982		18,984		40		14,995		14,995		26

Total impaired loans and leases	$	58,059	$	57,999	$	1,692	$	63,765	$	63,839	$	3,081

___________________________________________________________________________

(1) Includes originated and acquired nonaccrual loans of $20.7 million and $1.0 million, respectively as of September 30, 2019.

(2) Includes originated and acquired nonaccrual loans of $22.7 million and $1.3 million, respectively as of December 31, 2018.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	Three Months Ended
	September 30, 2019				September 30, 2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In Thousands)
Originated:
With no related allowance recorded:
Commercial real estate	$	3,964	$	15	$	5,717	$	19
Commercial	26,826		206		22,938		195
Consumer	2,638		10		2,711		15
Total originated with no related allowance recorded	33,428		231		31,366		229
With an allowance recorded:
Commercial real estate	70		1		—		—
Commercial	5,511		27		9,052		29
Consumer	1,231		13		1,375		3
Total originated with an allowance recorded	6,812		41		10,427		32
Total originated impaired loans and leases	40,240		272		41,793		261

Acquired:
With no related allowance recorded:
Commercial real estate	14,316		91		9,222		1
Commercial	486		4		1,118		4
Consumer	3,759		12		5,430		15
Total acquired with no related allowance recorded	18,561		107		15,770		20
With an allowance recorded:
Consumer	452		5		158		1
Total acquired with an allowance recorded	452		5		158		1
Total acquired impaired loans and leases	19,013		112		15,928		21

Total impaired loans and leases	$	59,253	$	384	$	57,721	$	282

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	Nine Months Ended
	September 30, 2019				September 30, 2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In Thousands)
Originated:
With no related allowance recorded:
Commercial real estate	$	5,543	$	95	$	6,756	$	68
Commercial	29,605		759		24,641		682
Consumer	2,669		28		2,692		42
Total originated with no related allowance recorded	37,817		882		34,089		792
With an allowance recorded:
Commercial real estate	336		2		—		—
Commercial	7,482		55		9,261		73
Consumer	852		19		892		5
Total originated with an allowance recorded	8,670		76		10,153		78
Total originated impaired loans and leases	46,487		958		44,242		870

Acquired:
With no related allowance recorded:
Commercial real estate	10,874		94		9,975		3
Commercial	535		8		1,438		12
Consumer	4,548		27		5,133		45
Total acquired with no related allowance recorded	15,957		129		16,546		60
With an allowance recorded:
Consumer	253		6		128		3
Total acquired with an allowance recorded	253		6		128		3
Total acquired impaired loans and leases	16,210		135		16,674		63

Total impaired loans and leases	$	62,697	$	1,093	$	60,916	$	933

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The following tables present information regarding impaired and non-impaired loans and leases at the dates indicated:



	At September 30, 2019
	Commercial Real Estate		Commercial		Consumer		Total
	(In Thousands)
Allowance for Loan and Lease Losses:
Originated:
Individually evaluated for impairment	$	8	$	1,572	$	72	$	1,652
Collectively evaluated for impairment	27,507		22,439		5,582		55,528
Total originated loans and leases	27,515		24,011		5,654		57,180

Acquired:
Individually evaluated for impairment	—		—		40		40
Collectively evaluated for impairment	63		276		16		355
Acquired with deteriorated credit quality	1,451		106		3		1,560
Total acquired loans and leases	1,514		382		59		1,955

Total allowance for loan and lease losses	$	29,029	$	24,393	$	5,713	$	59,135

Loans and Leases:
Originated:
Individually evaluated for impairment	$	3,811	$	23,124	$	3,743	$	30,678
Collectively evaluated for impairment	3,442,676		1,805,830		1,056,892		6,305,398
Total originated loans and leases	3,446,487		1,828,954		1,060,635		6,336,076

Acquired:
Individually evaluated for impairment	4,870		405		1,869		7,144
Collectively evaluated for impairment	80,889		19,035		118,143		218,067
Acquired with deteriorated credit quality	57,205		1,994		26,335		85,534
Total acquired loans and leases	142,964		21,434		146,347		310,745

Total loans and leases	$	3,589,451	$	1,850,388	$	1,206,982	$	6,646,821

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At December 31, 2018
	Commercial Real Estate		Commercial		Consumer		Total
	(In Thousands)
Allowance for Loan and Lease Losses:
Originated:
Individually evaluated for impairment	$	5	$	2,961	$	89	$	3,055
Collectively evaluated for impairment	26,617		22,131		5,075		53,823
Total originated loans and leases	26,622		25,092		5,164		56,878

Acquired:
Individually evaluated for impairment	—		—		26		26
Collectively evaluated for impairment	32		83		20		135
Acquired with deteriorated credit quality	1,533		108		12		1,653
Total acquired loans and leases	1,565		191		58		1,814

Total allowance for loan and lease losses	$	28,187	$	25,283	$	5,222	$	58,692

Loans and Leases:
Originated:
Individually evaluated for impairment	$	5,610	$	32,127	$	3,502	$	41,239
Collectively evaluated for impairment	3,154,245		1,709,794		1,003,831		5,867,870
Total originated loans and leases	3,159,855		1,741,921		1,007,333		5,909,109

Acquired:
Individually evaluated for impairment	—		404		2,072		2,476
Collectively evaluated for impairment	121,119		24,094		142,194		287,407
Acquired with deteriorated credit quality	70,762		2,539		31,223		104,524
Total acquired loans and leases	191,881		27,037		175,489		394,407

Total loans and leases	$	3,351,736	$	1,768,958	$	1,182,822	$	6,303,516

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Troubled Debt Restructured Loans and Leases

A specific valuation allowance for losses on TDR loans is determined by comparing the net carrying amount of the TDR loan with the restructured loan's cash flows discounted at the original effective rate.

The following table sets forth information regarding TDR loans and leases at the dates indicated:



	At September 30, 2019		At December 31, 2018
	(In Thousands)
Troubled debt restructurings:
On accrual	$	22,233	$	12,257
On nonaccrual	5,763		8,684
Total troubled debt restructurings	$	27,996	$	20,941

Total TDR loans and leases increased by $7.1 million to $28.0 million at September 30, 2019 from $20.9 million at December 31, 2018, driven primarily by new troubled debt restructurings on the commercial, equipment financing and construction relationships, partially offset by the payoff of a commercial relationship.

The recorded investment in TDR loans and the associated specific allowances for loan and lease losses, in the originated and acquired loan and lease portfolios, that were modified during the periods indicated, are as follows.



	At and for the Three Months Ended September 30, 2019
		Recorded Investment				Specific Allowance for Loan and Lease Losses				Defaulted ⁽¹⁾
	Number of Loans/ Leases	At Modification		At End of Period		Specific Allowance for Loan and Lease Losses		Nonaccrual Loans and Leases		Number of Loans/ Leases	Recorded Investment
	(Dollars in Thousands)
Originated:
Commercial	—	$	—	$	—	$	—	$	—	1	$	367
Equipment financing	2	1,405		1,399		30		49		1	155
Residential mortgage	3	869		866		29		343		—	—
Home equity	2	251		252		2		—		—	—
Total originated	7	$	2,525	$	2,517	$	61	$	392	2	$	522

Acquired:
Construction	1	4,870		4,870		$	—
Residential mortgage	1	297		297		12		—		—	—
Total acquired	2	5,167		5,167		12		—		—	—

Total loans and leases	9	$	7,692	$	7,684	$	73	$	392	2	$	522

______________________________________________________________________

(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At and for the Three Months Ended September 30, 2018
		Recorded Investment				Specific Allowance for Loan and Lease Losses				Defaulted ⁽¹⁾
	Number of Loans/ Leases	At Modification		At End of Period		Specific Allowance for Loan and Lease Losses		Nonaccrual Loans and Leases		Number of Loans/ Leases		Recorded Investment
	(Dollars in Thousands)
Originated:
Commercial	1	$	137	$	136	$	102	$	136	$	2	$	1,086
Residential mortgage	1	209		209		12		—		—		—
Total originated	2	$	346	$	345	$	114	$	136	2		$	1,086


Total loans and leases	2	$	346	$	345	$	114	$	136	2		$	1,086

______________________________________________________________________

(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.



	At and for the Nine Months Ended September 30, 2019
		Recorded Investment				Specific Allowance for Loan and Lease Losses						Defaulted ⁽¹⁾
	Number of Loans/ Leases	At Modification		At End of Period		Specific Allowance for Loan and Lease Losses		Nonaccrual Loans and Leases		Additional Commitment		Number of Loans/ Leases		Recorded Investment
	(Dollars in Thousands)
Originated:
Commercial real estate	1	$	73	$	70	$	8	$	—	$	—	$	—	$	—
Commercial	3	6,793		7,146		—		—		766		1		367
Equipment financing	7	2,775		2,458		376		1,056		—		—		—
Residential mortgage	3	869		866		29		343		—		—		—
Home equity	2	251		252		2		—		—		—		—
Total originated	16	$	10,761	$	10,792	$	415	$	1,399	766		1		$	367

Acquired:
Construction	1	4,870		4,870		$	—	—		—		—		—
Residential mortgage	1	297		297		12		—		—		—		—
Total acquired	2	5,167		5,167		12		—		—		—		—

Total loans and leases	18	$	15,928	$	15,959	$	427	$	1,399	$	766	1		$	367

______________________________________________________________________

(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At and for the Nine Months Ended September 30, 2018
		Recorded Investment				Specific Allowance for Loan and Lease Losses					Defaulted ⁽¹⁾
	Number of Loans/ Leases	At Modification		At End of Period		Specific Allowance for Loan and Lease Losses		Nonaccrual Loans and Leases		Additional Commitment	Number of Loans/ Leases	Recorded Investment
	(Dollars in Thousands)
Originated:
Commercial real estate	1	$	673	$	653	$	—	$	653	—	—	$	—
Commercial	10	1,911		1,867		856		1,867		—	2	1,086
Equipment financing	11	2,271		2,021		29		199		—	—	—
Residential mortgage	1	209		209		12		—		—	—	—
Home equity	1	86		84		—		—		—	—	—
Total originated	24	5,150		4,834		897		2,719		—	2	1,086

Acquired:
Home equity	1	125		123		—		123		—	—	—
Total acquired	1	125		123		—		123		—	—	—

Total loans and leases	25	$	5,275	$	4,957	$	897	$	2,842	—	2	$	1,086

______________________________________________________________________

(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.

The following table sets forth the Company's end-of-period balances for TDRs that were modified during the periods indicated, by type of modification.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(In Thousands)
Loans with one modification:
Extended maturity	$	4,919	$	—	$	12,098	$	1,419
Adjusted interest rate	252		—		252		—
Combination maturity, principal, interest rate	2,513		345		3,609		3,454
Total loans with one modification	7,684		345		15,959		4,873

Loans with more than one modification:
Combination maturity, principal, interest rate	—		—		—		84
Total loans with more than one modification	—		—		—		84

Total loans with modifications	$	7,684	$	345	$	15,959	$	4,957

The TDR loans and leases that were modified for the three months ended September 30, 2019 and 2018 were $7.7 million and $0.3 million, respectively. The increase in TDR loans and leases that were modified for the three months ended September 30, 2019 was primarily due to the increases in modifications on the construction and equipment financing loans.

The TDR loans and leases that were modified for the nine months ended September 30, 2019 and 2018 were $16.0 million and $5.0 million, respectively. The increase in TDR loans and leases that were modified for the nine months ended September 30, 2019 was primarily due to the increase in modifications on the construction, commercial, and equipment financing loans.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

There were no TDR loans and leases with more than one modification during the three and nine months ended September 30, 2019. There were no TDR loan and leases with more than one modification during the three months ended September 30, 2018. There was 1 TDR loan and lease with more than one modification during the nine months ended September 30, 2018.

The net charge-offs for performing and nonperforming TDR loans and leases for the three and nine months ended September 30, 2019 were $0.1 million and $1.9 million, respectively. The net charge-offs for performing and nonperforming TDR loans and leases for the three and nine months ended September 30, 2018 were $35 thousand and $0.7 million, respectively.

The commitments to lend funds to debtors owing receivables whose terms had been modified in TDRs as of September 30, 2019 was $1.4 million. As of September 30, 2018, there were no commitments to lend funds to debtors owing receivables whose terms had been modified in TDRs.

(6) Goodwill and Other Intangible Assets

The following table sets forth the carrying value of goodwill and other intangible assets at the dates indicated:



	At September 30, 2019		At December 31, 2018
	(In Thousands)
Goodwill (beginning)	$	160,427	$	137,890
Additions	—		22,537
Balance at end of period	160,427		160,427
Other intangible assets:
Core deposits	3,754		4,997
Trade name	1,089		1,089
Total other intangible assets	4,843		6,086
Total goodwill and other intangible assets	$	165,270	$	166,513

At December 31, 2013, the Company concluded that the BankRI name would continue to be utilized in its marketing strategies; therefore, the trade name with carrying value of $1.1 million, has an indefinite life and ceased to amortize.

The weighted-average amortization period for the core deposit intangible is 7.0 years.

The estimated aggregate future amortization expense (in thousands) for other intangible assets for each of the next five years and thereafter is as follows:



Remainder of 2019	$	456
Year ending:
2020	1,261
2021	850
2022	494
2023	263
2024	153
Thereafter	277
Total	$	3,754

(7) Accumulated Other Comprehensive Income (Loss)

For the three and nine months ended September 30, 2019 and 2018, the Company’s accumulated other comprehensive income (loss) includes the following two components: (i) unrealized holding gains (losses) on investment securities available-for-sale; and (ii) adjustment of accumulated obligation for postretirement benefits.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows for the periods indicated:



	Three Months Ended September 30, 2019
	Investment Securities Available-for-Sale		Postretirement Benefits		Accumulated Other Comprehensive Loss
	(In Thousands)
Balance at June 30, 2019	$	889	$	252	$	1,141
Other comprehensive income (loss)	1,634		—		1,634
Balance at September 30, 2019	$	2,523	$	252	$	2,775



	Three Months Ended September 30, 2018
	Investment Securities Available-for-Sale			Postretirement Benefits		Accumulated Other Comprehensive Loss
	(In Thousands)
Balance at June 30, 2018	$	(13,578	)	$	163	$	(13,415	)
Other comprehensive income (loss)	(2,184		)	—		(2,184		)
Balance at September 30, 2018	$	(15,762	)	$	163	$	(15,599	)



	Nine Months Ended September 30, 2019
	Investment Securities Available-for-Sale			Postretirement Benefits		Accumulated Other Comprehensive Loss
	(In Thousands)
Balance at December 31, 2018	$	(9,712	)	$	252	$	(9,460	)
Other comprehensive (loss) income	12,235			—		12,235
Balance at September 30, 2019	$	2,523		$	252	$	2,775



	Nine Months Ended September 30, 2018
	Investment Securities Available-for-Sale			Postretirement Benefits		Accumulated Other Comprehensive Loss
	(In Thousands)
Balance at December 31, 2017	$	(6,113	)	$	163	$	(5,950	)
Other comprehensive loss before reclassifications	(9,702		)	—		(9,702		)
Less: amounts reclassified from accumulated other comprehensive loss	(53		)	—		(53		)
Balance at September 30, 2018	$	(15,762	)	$	163	$	(15,599	)

The Company did not reclassify any amounts out of accumulated other comprehensive income (loss) for the three months ended September 30, 2019 and September 30, 2018. The Company did not reclassify any amounts out of accumulated other comprehensive income (loss) for the nine months ended September 30, 2019 as compared to $53 thousand during the nine months ended September 30, 2018.

(8) Derivatives and Hedging Activities

The Company utilizes loan level derivatives which consist of interest-rate contracts (swaps, caps and floors), and risk participation agreements as part of the Company's interest-rate risk management strategy for certain assets and liabilities and not for speculative purposes. Based on the Company's intended use for the loan level derivatives at inception, the Company designates the derivative as either an economic hedge of an asset or liability, or a hedging instrument subject to the hedge accounting provisions of FASB ASC Topic 815, "Derivatives and Hedging".

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Interest-rate swap, cap and floor agreements are entered into as hedges against future interest-rate fluctuations on specifically identified assets or liabilities. The Company did not have derivative fair value hedges or derivative cash flow hedges as of September 30, 2019 or December 31, 2018.

Derivatives not designated as hedges are not speculative but rather result from a service the Company provides to certain customers for a fee. The Company executes loan level derivative products such as interest-rate swap agreements with commercial banking customers to aid them in managing their interest-rate risk. The interest-rate swap contracts allow the commercial banking customers to convert floating-rate loan payments to fixed-rate loan payments. The Company concurrently enters into offsetting swaps with a third party financial institution, effectively minimizing its net risk exposure resulting from such transactions. The third-party financial institution exchanges the customer's fixed-rate loan payments for floating-rate loan payments. As the interest-rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings.

The Company utilizes risk participation agreements with other banks participating in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. Risk participation agreements are derivative financial instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are recorded directly through earnings at each reporting period.

Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower, for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower, for a fee received from the other bank.

The Company offers foreign exchange contracts to commercial borrowers to accommodate their business needs. These foreign exchange contracts do not qualify as hedges for accounting purposes. To mitigate the market and liquidity risk associated with these foreign exchange contracts, the Company enters into similar offsetting positions.

Asset derivatives and liability derivatives are included in other assets and accrued expenses and other liabilities on the unaudited consolidated balance sheets.

The following tables presents the Company's customer related derivative positions for the periods indicated below for those derivatives not designated as hedging.



	Notional Amount Maturing
	Number of Positions	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value
	September 30, 2019
	(Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable	110	$	—	$	25,196	$	8,896	$	34,322	$	924,062	$	992,476	$	79,661
Pay fixed, receive variable	110	—		25,196		8,896		34,322		924,062		992,476		79,661
Risk participation-out agreements	35	—		14,203		—		—		162,952		177,155		1,555
Risk participation-in agreements	7	—		—		—		—		56,096		56,096		385

Foreign exchange contracts
Buys foreign currency, sells U.S. currency	18	$	1,315	$	—	$	—	$	—	$	—	$	1,315	$	22
Sells foreign currency, buys U.S. currency	20	1,420		—		—		—		—		1,420		16

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	Notional Amount Maturing
	Number of Positions	Less than 1 year		Less than 2 years		Less than 3 years		Less than 4 years		Thereafter		Total		Fair Value
	December 31, 2018
	(Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable	86	$	1,931	$	26,419	$	—	$	31,762	$	654,388	$	714,500	$	6,081
Pay fixed, receive variable	86	1,931		26,419		—		31,762		654,388		714,500		6,081
Risk participation-out agreements	26	—		14,892		—		—		85,639		100,531		344
Risk participation-in agreements	5	—		—		—		—		35,838		35,838		84

Foreign exchange contracts
Buys foreign currency, sells U.S. currency	22	$	6,573	$	—	$	—	$	—	$	—	$	6,573	$	123
Sells foreign currency, buys U.S. currency	37	6,582		—		—		—		—		6,582		131

Certain derivative agreements contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount. The Company posted collateral to dealer counterparties of $93.4 million and $5.9 million in the normal course of business as of September 30, 2019 and December 31, 2018, respectively. Dealer counterparties posted no collateral to the Company in the normal course of business as of September 30, 2019 and December 31, 2018.

The tables below present the offsetting of derivatives and amounts subject to master netting agreements not offset in the unaudited consolidated balance sheet at the dates indicated.



	At September 30, 2019
	Gross Amounts Recognized		Gross Amounts Offset in the Statement of Financial Position		Net Amounts Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position				Net Amount
	Gross Amounts Recognized		Gross Amounts Offset in the Statement of Financial Position				Financial Instruments Pledged		Cash Collateral Pledged		Net Amount
	(In Thousands)
Asset derivatives
Loan level derivatives	$	79,857	$	—	$	79,857	$	—	$	—	$	79,857
Risk participation-out agreements	1,555		—		1,555		—		—		1,555
Foreign exchange contracts	22		—		22		—		—		22
Total	$	81,434	$	—	$	81,434	$	—	$	—	$	81,434

Liability derivatives
Loan level derivatives	$	79,857	$	—	$	79,857	$	52,488	$	40,870	$	(13,501	)
Risk participation-in agreements	385		—		385		—		—		385
Foreign exchange contracts	16		—		16		—		—		16
Total	$	80,258	$	—	$	80,258	$	52,488	$	40,870	$	(13,100	)

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	At December 31, 2018
	Gross Amounts Recognized		Gross Amounts Offset in the Statement of Financial Position		Net Amounts Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position				Net Amount
	Gross Amounts Recognized		Gross Amounts Offset in the Statement of Financial Position				Financial Instruments Pledged		Cash Collateral Pledged		Net Amount
	(In Thousands)
Asset derivatives
Loan level derivatives	$	22,013	$	—	$	22,013	$	—	$	50	$	21,963
Risk participation-out agreements	344		—		344		—		—		344
Foreign exchange contracts	131		—		131		—		—		131
Total	$	22,488	$	—	$	22,488	$	—	$	50	$	22,438

Liability derivatives
Loan level derivatives	$	22,013	$	—	$	22,013	$	5,877	$	—	$	16,136
Risk participation-in agreements	84		—		84		—		—		84
Foreign exchange contracts	123		—		123		—		—		123
Total	$	22,220	$	—	$	22,220	$	5,877	$	—	$	16,343

The Company has agreements with certain of its derivative counterparties that contain credit-risk-related contingent provisions. These provisions provide the counterparty with the right to terminate its derivative positions and require the Company to settle its obligations under the agreements if the Company defaults on certain of its indebtedness or if the Company fails to maintain its status as a well-capitalized institution.

(9) Stock Based Compensation

As of September 30, 2019, the Company had 2 active recognition and retention plans: the 2011 Restricted Stock Award Plan ("2011 RSA") with 500,000 authorized shares and the 2014 Equity Incentive Plan ("2014 Plan") with 1,750,000 authorized shares. The 2011 RSA and the 2014 Plan are collectively referred to as the "Plans". The purpose of the Plans is to promote the long-term financial success of the Company and its subsidiaries by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Company's stockholders.

Of the awarded shares, generally 50% vest ratably over three years with one-third of such shares vesting at each of the first, second and third anniversary dates of the awards. These are referred to as "time-based shares". The remaining 50% of each award has a cliff vesting schedule and will vest three years after the award date based on the level of the Company's achievement of identified performance targets in comparison to the level of achievement of such identified performance targets by a defined peer group comprised of 45 financial institutions. These are referred to as "performance-based shares". If a participant leaves the Company prior to the third anniversary date of an award, any unvested shares are usually forfeited. Dividends declared with respect to shares awarded will be held by the Company and paid to the participant only when the shares vest.

Under all the Plans, shares of the Company's common stock were reserved for issuance as restricted stock awards to officers, employees, and non-employee directors of the Company. Shares issued upon vesting may be either authorized but unissued shares or reacquired shares held by the Company as treasury shares. Any shares not issued because vesting requirements are not met will be retired back to treasury and be made available again for issuance under the Plans.

During the three and nine months ended September 30, 2019, 212,460 shares were issued upon satisfaction of required conditions of the Plans. During the three and nine months ended September 30, 2018, 119,040 shares were issued upon satisfaction of required conditions of the Plans.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Total expense for the Plans was $0.8 million and $0.7 million for the three months ended September 30, 2019 and 2018, respectively. Total expense for the Plans was $2.5 million and $1.8 million for the nine months ended September 30, 2019 and 2018, respectively.

(10) Earnings per Share ("EPS")

The following table is a reconciliation of basic EPS and diluted EPS:



	Three Months Ended
	September 30, 2019				September 30, 2018
	Basic		Fully Diluted		Basic		Fully Diluted
	(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income	$	22,596	$	22,596	$	22,460	$	22,460

Denominator:
Weighted average shares outstanding	79,700,403		79,700,403		80,315,050		80,315,050
Effect of dilutive securities	—		183,107		—		200,417
Adjusted weighted average shares outstanding	79,700,403		79,883,510		80,315,050		80,515,467

EPS	$	0.28	$	0.28	$	0.28	$	0.28



	Nine Months Ended
	September 30, 2019				September 30, 2018
	Basic		Fully Diluted		Basic		Fully Diluted
	(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income	$	65,534	$	65,534	$	61,924	$	61,924

Denominator:
Weighted average shares outstanding	79,676,456		79,676,456		79,471,238		79,471,238
Effect of dilutive securities	—		191,227		—		269,754
Adjusted weighted average shares outstanding	79,676,456		79,867,683		79,471,238		79,740,992

EPS	$	0.82	$	0.82	$	0.78	$	0.78

(11) Fair Value of Financial Instruments

A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring and non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There were no changes in the valuation techniques used during the three and nine months ended September 30, 2019 and 2018.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables set forth the carrying value of assets and liabilities measured at fair value on a recurring basis at the dates indicated:



	Carrying Value as of September 30, 2019
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets:
Investment securities available-for-sale:
GSE debentures	$	—	$	186,170	$	—	$	186,170
GSE CMOs	—		91,851		—		91,851
GSE MBSs	—		142,079		—		142,079
SBA commercial loan asset-backed securities	—		37		—		37
Corporate debt obligations	—		32,981		—		32,981
U.S. Treasury bonds	—		14,221		—		14,221
Total investment securities available-for-sale	$	—	$	467,339	$	—	$	467,339
Equity securities held-for-trading	$	3,567	$	1,014	$	—	$	4,581
Loan level derivatives	—		79,857		—		79,857
Risk participation-out agreements	—		1,555		—		1,555
Foreign exchange contracts	—		22		—		22
Liabilities:
Loan level derivatives	$	—	$	79,857	$	—	$	79,857
Risk participation-in agreements	—		385		—		385
Foreign exchange contracts	—		16		—		16



	Carrying Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets:
Investment securities available-for-sale:
GSE debentures	$	—	$	181,079	$	—	$	181,079
GSE CMOs	—		103,130		—		103,130
GSE MBSs	—		165,089		—		165,089
SBA commercial loan asset-backed securities	—		51		—		51
Corporate debt obligations	—		39,708		—		39,708
U.S. Treasury bonds	—		13,736		—		13,736
Total investment securities available-for-sale	$	—	$	502,793	$	—	$	502,793
Equity securities held-for-trading	$	3,235	$	972	$	—	$	4,207
Loan level derivatives	—		22,013		—		22,013
Risk participation-out agreements	—		344		—		344
Foreign exchange contracts	—		131		—		131
Liabilities:
Loan level derivatives	$	—	$	22,013	$	—	$	22,013
Risk participation-in agreements	—		84		—		84
Foreign exchange contracts	—		123		—		123

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Investment Securities Available-for-Sale

The fair value of investment securities is based principally on market prices and dealer quotes received from third-party and nationally-recognized pricing services for identical investment securities such as U.S. Treasury and agency securities. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include GSE debentures, GSE mortgage-related securities, SBA commercial loan asset backed securities, corporate debt securities, and trust preferred securities, all of which are included in Level 2. As of September 30, 2019 and December 31, 2018, no investment securities were valued using pricing models included in Level 3.

Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with management's expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of 15-year and 30-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for a particular security.

Equity Securities Held-for-Trading

The fair value of equity securities held-for-trading is based principally on market prices and dealer quotes received from third-party and nationally-recognized pricing services. The Company's equity securities are priced this way and are included in Level 1 and Level 2. These prices are validated by comparing the primary pricing source with an alternative pricing source when available.

Derivatives and Hedging Instruments

The fair values for the interest-rate swap assets and liabilities, risk participation agreements (RPA in/out), and foreign exchange derivatives represent a Level 2 valuation and are based on settlement values adjusted for credit risks associated with the counterparties and the Company and observable market interest rate curves and foreign exchange rates where applicable. Credit risk adjustments consider factors such as the likelihood of default by the Company and its counterparties, its net exposures and remaining contractual life. To date, the Company has not realized any losses due to a counterparty's inability to pay any net uncollateralized position. Refer also to Note 8, "Derivatives and Hedging Activities."

There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis during the three and nine months ended September 30, 2019 and 2018, respectively.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis are summarized below at the dated indicated:



	Carrying Value as of September 30, 2019
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets measured at fair value on a non-recurring basis:
Collateral-dependent impaired loans and leases	$	—	$	—	$	2,330	$	2,330
OREO	—		—		201		201
Repossessed assets	—		1,931		—		1,931
Total assets measured at fair value on a non-recurring basis	$	—	$	1,931	$	2,531	$	4,462



	Carrying Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets measured at fair value on a non-recurring basis:
Collateral-dependent impaired loans and leases	$	—	$	—	$	4,203	$	4,203
OREO	—		—		3,054		3,054
Repossessed assets	—		965		—		965
Total assets measured at fair value on a non-recurring basis	$	—	$	965	$	7,257	$	8,222

Collateral-Dependent Impaired Loans and Leases

For nonperforming loans and leases where the credit quality of the borrower has deteriorated significantly, fair values of the underlying collateral were estimated using purchase and sales agreements (Level 2), or comparable sales or recent appraisals (Level 3), adjusted for selling costs and other expenses.

Other Real Estate Owned

The Company records OREO at the lower of cost or fair value. In estimating fair value, the Company utilizes purchase and sales agreements (Level 2) or comparable sales, recent appraisals or cash flows discounted at an interest rate commensurate with the risk associated with these cash flows (Level 3), adjusted for selling costs and other expenses.

Repossessed Assets

Repossessed assets are carried at estimated fair value less costs to sell based on auction pricing (Level 2).

The table below presents quantitative information about significant unobservable inputs (Level 3) for assets measured at fair value on a non-recurring basis at the dates indicated.



	Fair Value				Valuation Technique
	At September 30, 2019		At December 31, 2018
	(Dollars in Thousands)
Auction-rate municipal obligations	$	—	$	—	Discounted cash flow
Collateral-dependent impaired loans and leases	$	2,329	$	4,203	Appraisal of collateral ⁽¹⁾
Other real estate owned	201		3,054		Appraisal of collateral ⁽¹⁾

_______________________________________________________________________________

⁽¹⁾ Fair value is generally determined through independent appraisals of the underlying collateral. The Company may also use another available source of collateral assessment to determine a reasonable estimate of the fair value of the collateral. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of the unobservable inputs used may vary but is generally 0% - 10% on the discount for costs to sell and 0% - 15% on appraisal adjustments.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Summary of Estimated Fair Values of Financial Instruments

The following table presents the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company's financial instruments at the dates indicated. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which the fair value approximates carrying value include cash and cash equivalents, restricted equity securities, and accrued interest receivable. Financial liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings, and accrued interest payable.



					Fair Value Measurements at September 30, 2019
	Carrying Value		Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
	(In Thousands)
Financial assets:
Investment securities held-to-maturity:
GSE debentures	$	38,624	$	38,734	$	—	$	38,734	$	—
GSE MBSs	9,937		9,835		—		9,835		—
Municipal obligations	46,102		46,763		—		46,763		—
Foreign government obligations	500		470		—		—		470
Loans and leases, net	6,587,686		6,627,148		—		—		6,627,148
Restricted equity securities	57,896		57,896		—		—		57,896
Financial liabilities:
Certificates of deposits	2,011,622		2,016,106		—		2,016,106		—
Borrowed funds	986,405		990,173		—		990,173		—



					Fair Value Measurements at December 31, 2018
	Carrying Value		Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
	(In Thousands)
Financial assets:
Investment securities held-to-maturity:
GSE debentures	$	50,546	$	49,601	$	—	$	49,601	$	—
GSE MBSs	11,426		11,131		—		11,131		—
Municipal obligations	52,304		51,598		—		51,598		—
Foreign government obligations	500		500		—		—		500
Loans held-for-sale	3,247		3,247		—		3,247		—
Loans and leases, net	6,244,824		6,154,704		—		—		6,154,704
Restricted equity securities	61,751		61,751		—		—		61,751
Financial liabilities:
Certificates of deposit	1,789,165		1,778,860		—		1,778,860		—
Borrowed funds	920,542		886,545		—		886,545		—

Investment Securities Held-to-Maturity

The fair values of certain investment securities held-to-maturity are estimated using market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include GSE debentures, GSE MBSs, and municipal obligations, all of which are included in Level 2. Additionally, fair values of foreign government obligations are estimated using pricing models and are considered to be Level 3.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Loans Held-for-Sale

Fair value is measured using quoted market prices when available and would be categorized as Level 1. If quoted market prices are not available, comparable market values may be utilized. These assets are typically categorized as Level 2.

Loans and Leases

The fair values of performing loans and leases was estimated by segregating the portfolio into its primary loan and lease categories—commercial real estate mortgage, multi-family mortgage, construction, commercial, equipment financing, condominium association, residential mortgage, home equity and other consumer. These categories were further disaggregated based upon significant financial characteristics such as type of interest rate (fixed / variable) and payment status (current / past-due). Using the exit price valuation method, the Company discounts the contractual cash flows for each loan category using interest rates currently being offered for loans with similar terms to borrowers of similar quality and incorporates estimates of future loan prepayments.

Restricted Equity Securities

The fair values of certain restricted equity securities are estimated using observable inputs adjusted for other unobservable information, including but not limited to probability assumptions and similar discounts where applicable. These restricted equity securities are considered to be Level 3.

Deposits

The fair values of deposit liabilities with no stated maturity (demand, NOW, savings and money market savings accounts) are equal to the carrying amounts payable on demand. The fair value of certificates of deposit represents contractual cash flows discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. The fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the Company's core deposit relationships (deposit-based intangibles).

Borrowed Funds

The fair value of federal funds purchased is equal to the amount borrowed. The fair value of FHLBB advances and repurchase agreements represents contractual repayments discounted using interest rates currently available for borrowings with similar characteristics and remaining maturities. The fair values reported for retail repurchase agreements are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on borrowings with similar characteristics and maturities. The fair values reported for subordinated deferrable interest debentures are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar terms and maturities.

(12) Commitments and Contingencies

Off-Balance Sheet Financial Instruments

The Company is party to off-balance sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credits, and loan level derivatives. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received.

The contract amounts reflect the extent of the involvement the Company has in particular classes of these instruments. Such commitments involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of non-performance by the counterparty is represented by the fair value of the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Financial instruments with off-balance-sheet risk at the dates indicated follow:



	At September 30, 2019		At December 31, 2018
	(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:
Commercial real estate	$	75,280	$	76,642
Commercial	77,395		75,713
Residential mortgage	63,229		16,363
Unadvanced portion of loans and leases	795,285		707,997
Unused lines of credit:
Home equity	515,589		487,476
Other consumer	35,923		50,404
Other commercial	393		347
Unused letters of credit:
Financial standby letters of credit	10,521		11,491
Performance standby letters of credit	3,696		3,075
Commercial and similar letters of credit	4,648		4,573
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable	992,476		714,500
Pay fixed, receive variable	992,476		714,500
Risk participation-out agreements	177,155		100,531
Risk participation-in agreements	56,096		35,838
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency	1,315		6,573
Sells foreign currency, buys U.S. currency	1,420		6,582

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee by the customer. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if any, is based on management's credit evaluation of the borrower.

Standby and commercial letters of credits are conditional commitments issued by the Company to guarantee performance of a customer to a third party. These standby and commercial letters of credit are primarily issued to support the financing needs of the Company's commercial customers. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

From time to time, the Company enters into loan level derivatives, risk participation agreements or foreign exchange contracts with commercial customers and third-party financial institutions. These derivatives allow the Company to offer long-term fixed-rate commercial loans while mitigating the interest-rate or foreign exchange risk of holding those loans. In a loan level derivative transaction, the Company lends to a commercial customer on a floating-rate basis and then enters into an loan level derivative with that customer. Concurrently, the Company enters into offsetting swaps with a third-party financial institution, effectively minimizing its net interest-rate risk exposure resulting from such transactions.

The fair value of derivative assets and liabilities was $81.4 million and $80.3 million, respectively, as of September 30, 2019. The fair value of derivative assets and liabilities was $22.5 million and $22.2 million, respectively, as of December 31, 2018.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The fair value of foreign exchange assets and liabilities was $22 thousand and $16 thousand, respectively, as of September 30, 2019. The fair value of foreign exchange assets and liabilities was $131 thousand and $123 thousand as of December 31, 2018.

Lease Commitments

The Company leases certain office space under various noncancellable operating leases as well as certain other assets. These leases have original terms ranging from 3 years to over 25 years. Certain leases contain renewal options and escalation clauses which can increase rental expenses based principally on the consumer price index and fair market rental value provisions. All of the Company's current outstanding leases are classified as operating leases.

The Company considered the following criteria when determining whether a contract contains a lease, the existence of an identifiable asset and the right to obtain substantially all of the economic benefits from use of the asset through the period. The Company used the FHLB classic advance rates available as of September 30, 2019 as the discount rate to determine the net present value of the remaining lease payments.



	At September 30, 2019
	(In Thousands)
The components of lease expense were as follow:
Operating lease cost	$	4,644

Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	4,658
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases	$	72

Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets	$	26,216
Operating lease liabilities	26,216

Weighted Average Remaining Lease Term
Operating leases	7.6 years

Weighted Average Discount Rate
Operating leases	3.2		%

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

A summary of future minimum rental payments under such leases at the dates indicated follows:



	Minimum Rental Payments
	September 30, 2019			December 31, 2018
	(In Thousands)

Remainder of 2019	$	1,553		$	4,224
Year ending:
2020	5,883			4,932
2021	5,263			4,418
2022	4,575			3,602
2023	3,672			2,734
2024	2,305			1,866
Thereafter	6,163			6,637
Total	$	29,414		$	28,413
Less imputed interest	(3,198		)
Present value of lease liability	$	26,216

Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The total real estate taxes were $1.4 million and other expenditures were $0.3 million for both the nine months ended September 30, 2019 and 2018. Total rental expense was $1.5 million and $1.6 million for the three months ended September 30, 2019 and 2018, respectively. Total rental expense was $4.6 million for the nine months ended September 30, 2019 and 2018.

Legal Proceedings

In the normal course of business, there are various outstanding legal proceedings. In the opinion of management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings.

(13) Revenue from Contracts with Customers

Overview

Revenue from contracts with customers in the scope of Accounting Standards Codification (“ASC”) ("Topic 606") is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.

The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.

In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported gross in noninterest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.

Accounting Policy Updates

The Company adopted Topic 606, “Revenue from Contracts with Customers” effective January 1, 2018 and has applied the guidance to all contracts within the scope of Topic 606 as of that date. As a result, the Company has modified its accounting policy for revenue recognition as detailed in this Note.

The Company applied Topic 606 using the modified retrospective method, therefore, the prior period comparative information has not been adjusted and continues to be reported under Topic 605. There was no cumulative effect adjustment as

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

of January 1, 2018, and there were no material changes to our consolidated financial statements at or for the nine months ended September 30, 2019, as a result of adopting Topic 606.

The Company applied the practical expedient pertaining to contracts with original expected duration of one year or less and does not disclose information about remaining performance obligations on such contracts.

The Company also applied the practical expedient pertaining to contracts for which, at contract inception, the period between when the entity transfers the services and when the customer pays for those services will be one year or less. As such, the Company does not adjust the consideration from customers for the effects of a significant financing component.

A substantial portion of the Company’s revenue is specifically excluded from the scope of Topic 606. This exclusion is associated with financial instruments, including interest income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales. For the revenue that is in-scope of Topic 606, the following is a description of principal activities from which the Company generates its revenue from contracts with customers, separated by the timing of revenue recognition.

Revenue Recognized at a Point in Time

The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.

Revenue Recognized Over Time

The Company recognizes revenue over a period of time, generally monthly, as services are performed and performance obligations are satisfied. Such revenue includes commissions on investments, insurance sales and service charges on deposit accounts. Fee revenue from service charges on deposit accounts represents the service charges assessed to customers who hold deposit accounts at the Banks.

(14) Subsequent Events

As previously disclosed on October 23, 2019, Brookline Bank has entered into a merger agreement with First Ipswich. Pending receipt of the applicable regulatory approvals, Brookline Bank anticipates closing the transaction in the first quarter of 2020.

As previously disclosed on July 31, 2019, Brookline Bank converted its charter from a Massachusetts-chartered savings bank to a Massachusetts-chartered trust company and ended its membership in DIF, which insures Massachusetts-chartered savings bank deposits in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated Brookline Bank’s withdrawal from the DIF and the concurrent charter conversion of Brookline Bank. Brookline Bank will continue to be supervised by the FRB and DOB.

Brookline’s deposit accounts will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits. Excess deposits that were insured by the DIF on July 31, 2019 will continue to be insured by the DIF until July 31, 2020. Term deposits in excess of the FDIC insurance coverage will continue to be insured by the DIF until they reach maturity.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe Brookline Bancorp, Inc.’s (the “Company’s”) future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These statements include, among others, statements regarding the Company’s intent, belief or expectations with respect to economic conditions, trends affecting the Company’s financial condition or results of operations, and the Company’s exposure to market, liquidity, interest-rate and credit risk.

Forward-looking statements are based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are only expectations of future results. Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable, the Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, adverse conditions in the capital and debt markets; changes in interest rates; competitive pressures from other financial institutions; the effects of weakness in general economic conditions on a national basis or in the local markets in which the Company operates, including changes which adversely affect borrowers’ ability to service and repay their loans and leases; changes in the value of securities and other assets in the Company’s investment portfolio; changes in loan and lease default and charge-off rates; the adequacy of allowances for loan and lease losses; decreases in deposit levels that necessitate increases in borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity breaches, fraud and natural disaster; changes in government regulation; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; and changes in assumptions used in making such forward-looking statements, as well as the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and other filings submitted to the Securities and Exchange Commission ("SEC"). Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

Introduction

Brookline Bancorp, Inc., a Delaware corporation, operates as a multi-bank holding company for Brookline Bank and its subsidiaries; Bank Rhode Island and its subsidiaries ("BankRI"); First Ipswich Bank and its subsidiaries ("First Ipswich"); and Brookline Securities Corp. As previously disclosed, it is expected that First Ipswich will merge with and into Brookline Bank in the first quarter of 2020.

As a commercially-focused financial institution with 51 full-service banking offices throughout greater Boston, the north shore of Massachusetts and Rhode Island, the Company, through Brookline Bank, BankRI and First Ipswich (the “Banks”), offers a wide range of commercial, business and retail banking services, including a full complement of cash management products, foreign exchange services, on-line and mobile banking services, consumer and residential loans and investment advisory services, designed to meet the financial needs of small- to mid-sized businesses and individuals throughout central New England. Specialty lending activities include equipment financing, with 27.4% of the New York and New Jersey metropolitan area.

The Company focuses its business efforts on profitably growing its commercial lending businesses, both organically and through acquisitions. The Company’s customer focus, multi-bank structure, and risk management are integral to its organic growth strategy and serve to differentiate the Company from its competitors. As full-service financial institutions, the Banks and their subsidiaries focus their efforts on developing and deepening long-term banking relationships with qualified customers through a full complement of products and excellent customer service, and strong risk management.

The Company manages the Banks under uniform strategic objectives, with one set of uniform policies consistently applied by one executive management team. Within this environment, the Company believes that the ability to make customer decisions locally enhances management's motivation, service levels and, as a consequence, the Company's financial results. As such, while most back-office functions are consolidated at the holding company level, branding and decision-making, including credit decisions and pricing, remain largely local in order to better meet the needs of bank customers and further motivate the Banks’ commercial, business and retail bankers. These credit decisions, at the local level, are executed through corporate policies overseen by the Company's credit department.

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The competition for loans and leases and deposits remains intense. While the economy has improved in 2019, the Company expects the operating environment to remain challenging. The volume of loan and lease originations and loan and lease losses will depend, to a large extent, on how the economy performs. Loan and lease growth and deposit growth are also greatly influenced by the rate-setting actions of the Board of Governors of the Federal Reserve System (“FRB”). A sustained, low interest rate environment with a flat interest rate curve may negatively impact the Company's yields and net interest margin. While the Company is slightly asset sensitive and should benefit from rising rates, changes in interest rates could also precipitate a change in the mix and volume of the Company's deposits and loans. The future operating results of the Company will depend on its ability to maintain or increase the current net interest margin, while minimizing exposure to credit risk, along with increasing sources of non-interest income, while controlling the growth of non-interest expenses.

The Company and the Banks are supervised, examined and regulated by the FRB. As Massachusetts-chartered trust companies, Brookline Bank and First Ipswich are also subject to regulation under the laws of the Commonwealth of Massachusetts and the jurisdiction of the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is also subject to regulation under the laws of the State of Rhode Island and the jurisdiction of the Banking Division of the Rhode Island Department of Business Regulation. The FDIC continues to insure each of the Banks’ deposits up to $250,000 per depositor. As previously disclosed on July 31, 2019, Brookline Bank converted its charter from a Massachusetts-charted savings bank to a Massachusetts-chartered trust company and ended its membership in the Depositors Insurance Fund (“DIF”), a private industry-sponsored fund which insures Massachusetts-chartered savings bank deposit balances in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated Brookline Bank’s withdrawal from the DIF and the concurrent charter conversion of Brookline Bank. Brookline’s deposit accounts will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits. Excess deposits that were insured by the DIF on July 31, 2019 will continue to be insured by the DIF until July 31, 2020. Term deposits in excess of the FDIC insurance coverage will continue to be insured by the DIF until they reach maturity.

The Company’s common stock is traded on the Nasdaq Global Select Market^SM under the symbol “BRKL.”

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Selected Financial Data

The following is based in part on, and should be read in conjunction with, the consolidated financial statements and accompanying notes, and other information appearing elsewhere in this Quarterly Report on Form 10-Q.



	At and for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018
	(Dollars in Thousands, Except Per Share Data)
PER COMMON SHARE DATA
Earnings per share - Basic	$	0.28		$	0.26		$	0.28		$	0.26		$	0.28
Earnings per share - Diluted	0.28			0.26			0.28			0.26			0.28
Book value per share (end of period)	11.70			11.53			11.30			11.30			11.08
Tangible book value per share (end of period) (1)	9.63			9.45			9.22			9.21			9.00
Dividends paid per common share	0.110			0.110			0.105			0.105			0.100
Stock price (end of period)	14.73			15.38			14.40			13.82			16.70

PERFORMANCE RATIOS (2)
Net interest margin (taxable equivalent basis)	3.45		%	3.55		%	3.64		%	3.58		%	3.57		%
Return on average assets	1.17		%	1.08		%	1.21		%	1.15		%	1.23		%
Return on average tangible assets (1)	1.19		%	1.11		%	1.24		%	1.17		%	1.26		%
Return on average stockholders' equity	9.74		%	8.98		%	10.14		%	9.40		%	10.10		%
Return on average tangible stockholders' equity (1)	11.85		%	10.98		%	12.48		%	11.54		%	12.44		%
Dividend payout ratio (1)	38.88		%	42.87		%	37.28		%	39.98		%	35.81		%
Efficiency ratio (3)	56.48		%	56.09		%	55.83		%	57.86		%	53.76		%

ASSET QUALITY RATIOS
Net loan and lease charge-offs as a percentage of average loans and leases (annualized)	0.02		%	0.19		%	0.13		%	0.08		%	0.04		%
Nonperforming loans and leases as a percentage of total loans and leases	0.33		%	0.33		%	0.36		%	0.38		%	0.41		%
Nonperforming assets as a percentage of total assets	0.30		%	0.30		%	0.36		%	0.38		%	0.41		%
Total allowance for loan and lease losses as a percentage of total loans and leases	0.89		%	0.90		%	0.91		%	0.93		%	0.96		%
Allowance for loan and lease losses related to originated loans and leases as a percentage of originated loans and leases (1)	0.90		%	0.92		%	0.93		%	0.96		%	1.00		%

CAPITAL RATIOS
Stockholders' equity to total assets	11.83		%	12.03		%	11.98		%	12.18		%	12.16		%
Tangible equity ratio (1)	9.94		%	10.08		%	9.99		%	10.15		%	10.11		%

FINANCIAL CONDITION DATA
Total assets	$	7,878,436		$	7,636,980		$	7,519,130		$	7,392,805		$	7,320,596
Total loans and leases	6,646,821			6,505,329			6,388,197			6,303,516			6,227,707
Allowance for loan and lease losses	59,135			58,635			58,041			58,692			59,997
Investment securities available-for-sale	467,339			482,497			489,020			502,793			534,788
Investment securities held-to-maturity	95,163			103,572			113,694			114,776			115,684
Equity securities held-for-trading	4,581			4,698			4,341			4,207			4,169
Goodwill and identified intangible assets	165,270			165,691			166,111			166,513			167,050
Total deposits	5,729,339			5,622,493			5,620,633			5,454,044			5,233,611

													(Continued)

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	At and for the Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2019		2019		2019		2018		2018
	(Dollars in Thousands, Except Per Share Data)

Total borrowed funds	986,405		930,764		866,005		920,542		1,082,886
Stockholders' equity	932,311		918,468		900,572		900,140		890,368

EARNINGS DATA
Net interest income	$	63,236	$	63,134	$	62,999	$	63,159	$	62,332
Provision for credit losses	871		3,757		1,353		123		2,717
Non-interest income	7,929		7,478		6,630		6,461		7,069
Non-interest expense	40,191		39,604		38,871		40,282		37,310
Net income	22,596		20,471		22,467		21,138		22,460

_______________________________________________________________________________

(1) Refer to "Non-GAAP Financial Measures and Reconciliations to GAAP".

(2) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(3) Efficiency ratio is calculated by dividing non-interest expense by the sum of non-interest income and net interest income.

Executive Overview

Growth

Total assets of $7.9 billion as of September 30, 2019 increased $485.6 million, or 8.8% on an annualized basis, from December 31, 2018. The increase was primarily driven by growth in the loan portfolio.

Total loans and leases as of September 30, 2019 increased $343.3 million, or 7.3% on an annualized basis, to $6.6 billion from December 31, 2018. The Company's commercial loan portfolios, which are comprised of commercial real estate loans and commercial loans and leases, totaled $5.4 billion, or 81.8% of total loans and leases, as of September 30, 2019, an increase of $319.1 million, or 8.3% on an annualized basis, from $5.1 billion, or 81.2% of total loans and leases, as of December 31, 2018.

Total deposits of $5.7 billion as of September 30, 2019 increased $275.3 million, or 6.7% on an annualized basis, from December 31, 2018. Core deposits, which include demand checking, NOW, money market and savings accounts, totaled $3.7 billion, or 64.9% of total deposits as of September 30, 2019, an increase of $52.8 million, or 1.9% on an annualized basis from $3.7 billion, or 67.2% of total deposits, as of December 31, 2018. Certificate of deposit balances totaled $2.0 billion, or 35.1% of total deposits as of September 30, 2019, an increase of $222.5 million, or 16.6% on an annualized basis from $1.8 billion, or 32.7% of total deposits, as of December 31, 2018.

Asset Quality

Nonperforming assets as of September 30, 2019 totaled $23.8 million, or 0.30% of total assets, compared to $28.1 million, or 0.38% of total assets, as of December 31, 2018. Net charge-offs for the three months ended September 30, 2019 were $0.4 million, or 0.02% of average loans and leases on an annualized basis, compared to $0.6 million, or 0.04% of average loans and leases on an annualized basis, for the three months ended September 30, 2018.

The ratio of the allowance for loan and lease losses to total loans and leases was 0.89% as of September 30, 2019, compared to 0.93% as of December 31, 2018. Excluding acquired loans, the allowance for loan and lease losses related to originated loans and leases as a percentage of the total originated loan and lease portfolio was 0.90% as of September 30, 2019, compared to 0.96% as of December 31, 2018. The Company continued to employ its historical underwriting methodology throughout the three month period ended September 30, 2019. Refer also to Note 5, "Allowance for Loan and Lease Losses."

Capital Strength

The Company is a "well-capitalized" bank holding company as defined in the FRB's Regulation Y. The Company's common equity Tier 1 Capital Ratio was 11.26% as of September 30, 2019, compared to 11.94% as of December 31, 2018. The Company's Tier 1 Leverage Ratio was 10.24% as of September 30, 2019, compared to 10.58% as of December 31, 2018. As of September 30, 2019, the Company's Tier 1 Risk-Based Capital Ratio was 11.41%, compared to 12.26% as of December 31, 2018. The Company's Total Risk-Based Capital Ratio was 13.39% as of September 30, 2019, compared to 14.42% as of December 31, 2018.

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The Company's ratio of stockholders' equity to total assets was 11.83% and 12.18% as of September 30, 2019 and December 31, 2018, respectively. The Company's tangible equity ratio was 9.94% and 10.15% as of September 30, 2019 and December 31, 2018, respectively.

Net Income

For the three months ended September 30, 2019, the Company reported net income of $22.6 million, or $0.28 per basic and diluted share, an increase of $0.1 million, or 2.4% on an annualized basis, from $22.5 million, or $0.28 per basic and diluted share for the three months ended September 30, 2018. This increase in net income is primarily the result of an increase in net interest income of $0.9 million, a decrease in the provision for credit losses of $1.8 million, an increase in non-interest income of $0.9 million, and a decrease in income attributable to noncontrolling interest of $0.8 million, partially offset by an increase in non-interest expense of $2.9 million and an increase in the provision for income taxes of $1.4 million. Refer to “Results of Operations" below for further discussion.

For the nine months ended September 30, 2019, the Company reported net income of $65.5 million, or $0.82 per basic and diluted share, an increase of $3.6 million, or 5.8%, from $61.9 million, or $0.78 per basic and diluted share for the nine months ended September 30, 2018. This increase in net income is primarily the result of an increase in net interest income of $4.8 million, an increase in non-interest income of $3.3 million, and a decrease in net income attributed to controlling interest of $2.4 million, partially offset by an increase in the provision for credit losses of $1.2 million, an increase in non-interest expense of $3.7 million, and an increase in the provision for income taxes of $2.0 million. Refer to “Results of Operations" below for further discussion.

The annualized return on average assets was 1.17% for the three months ended September 30, 2019, compared to 1.23% for the three months ended September 30, 2018. The annualized return on average stockholders' equity was 9.74% for the three months ended September 30, 2019, compared to 10.10% for the three months ended September 30, 2018.

The net interest margin was 3.45% for the three months ended September 30, 2019, down from 3.57% for the three months ended September 30, 2018. The decrease in the net interest margin is a result of an increase of 32 basis points in the Company's overall cost of funds to 1.47% for the three months ended September 30, 2019 from 1.15% for the three months ended September 30, 2018, partially offset by an increase in the yield on interest-earning assets of 18 basis points to 4.83% for the three months ended September 30, 2019 from 4.65% for the three months ended September 30, 2018.

The net interest margin was 3.54% for the nine months ended September 30, 2019, down from 3.62% for the nine months ended September 30, 2018. The decrease in the net interest margin is a result of an increase of 46 basis points in the Company's overall cost of funds to 1.44% for the nine months ended September 30, 2019 from 0.98% for the nine months ended September 30, 2018, partially offset by an increase in the yield on interest-earning assets of 34 basis points to 4.85% for the nine months ended September 30, 2019 from 4.51% for the nine months ended September 30, 2018.

The Company’s net interest margin and net interest income is sensitive to the structure and level of interest rates as well as competitive pricing in all loan categories and the Company’s ability to contain cost of funds.

Critical Accounting Policies

The SEC defines “critical accounting policies” as those involving significant judgments and difficult or complex assumptions by management, often as a result of the need to make estimates about matters that are inherently uncertain or variable, which have, or could have, a material impact on the carrying value of certain assets or net income. The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. As discussed in the Company’s 2018 Annual Report on Form 10-K, management has identified the valuation of available-for-sale securities, accounting for assets and liabilities acquired, the determination of the allowance for loan and lease losses, the review of goodwill and intangibles for impairment, income tax accounting, and valuation of deferred tax assets as the Company’s most critical accounting policies.

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Non-GAAP Financial Measures and Reconciliation to GAAP

In addition to evaluating the Company’s results of operations in accordance with GAAP, management periodically supplements this evaluation with an analysis of certain non-GAAP financial measures, such as operating earnings metrics, the return on average tangible assets, return on average tangible equity, the tangible equity ratio, tangible book value per share, dividend payout ratio, and the ratio of the allowance for loan and lease losses related to originated loans and leases as a percentage of originated loans and leases. Management believes that these non-GAAP financial measures provide information useful to investors in understanding the Company’s underlying operating performance and trends, and facilitates comparisons with the performance assessment of financial performance, including non-interest expense control, while the tangible equity ratio and tangible book value per share are used to analyze the relative strength of the Company’s capital position.

The following table reconciles the Company’s operating earnings, operating return on average assets and operating return on average stockholders’ equity for the periods indicated:



	At and for the Three Months Ended September 30,					At and for the Nine Months Ended September 30,
	2019			2018		2019		2018
	(Dollars in Thousands)
Net income, as reported	$	22,596		$	22,460	$	65,534	$	61,924
Less:
Security (losses) gains (after-tax)	(87		)	—		284		883
Add:
Merger and restructuring-related expenses (after-tax)^{(1) (2)}	845			17		851		2,478
Operating earnings	$	23,528		$	22,477	$	66,101	$	63,519

Basic earnings per share, as reported	$	0.28		$	0.28	$	0.82	$	0.78
Less:
Security (losses) gains (after-tax)	—			—		—		0.01
Add:
Merger and restructuring-related expenses (after-tax)^{(1) (2)}	0.02			—		0.01		0.03
Basic operating earnings per share	$	0.30		$	0.28	$	0.83	$	0.80

___________________________________________________________________

(1) 2018 Merger and restructuring expense related to the acquisition of First Commons Bank in the first quarter of 2018.

(2) 2019 Merger and restructuring expense related to the First Ipswich Bank charter consolidation in the third quarter of 2019.

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The following tables reconcile the Company’s return on average tangible assets and return on average tangible stockholders’ equity for the periods indicated:



	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
	(Dollars in Thousands)
Operating earnings	$	23,528		$	20,203		$	22,364		$	22,062		$	22,477

Average total assets	$	7,746,492		$	7,571,396		$	7,434,038		$	7,382,931		$	7,302,413
Less: Average goodwill and average identified intangible assets, net	165,493			165,914			166,327			166,777			167,313
Average tangible assets	$	7,580,999		$	7,405,482		$	7,267,711		$	7,216,154		$	7,135,100

Return on average assets (annualized)	1.17		%	1.08		%	1.21		%	1.15		%	1.23		%
Less:
Security (losses) gains	—		%	0.01		%	0.01		%	(0.03		)%	—		%
Add:
Merger and restructuring-related expenses	0.04		%	—		%	—		%	0.02		%	—		%
Operating return on average assets (annualized)	1.21		%	1.07		%	1.20		%	1.20		%	1.23		%

Return on average tangible assets (annualized)	1.19		%	1.11		%	1.24		%	1.17		%	1.26		%
Less:
Security (losses) gains	—		%	0.02		%	0.01		%	(0.03		)%	—		%
Add:
Merger and restructuring-related expenses	0.05		%	—		%	—		%	0.02		%	—		%
Operating return on average tangible assets (annualized)	1.24		%	1.09		%	1.23		%	1.22		%	1.26		%

Average total stockholders' equity	$	928,063		$	911,824		$	886,639		$	899,244		$	889,259
Less: Average goodwill and average identified intangible assets, net	165,493			165,914			166,327			166,777			167,313
Average tangible stockholders' equity	$	762,570		$	745,910		$	720,312		$	732,467		$	721,946

Return on average stockholders' equity (annualized)	9.74		%	8.98		%	10.14		%	9.40		%	10.10		%
Less:
Security (losses) gains	(0.04		)%	0.12		%	0.05		%	(0.23		)%	—		%
Add:
Merger and restructuring-related expenses	0.36		%	—		%	—		%	0.18		%	0.01		%
Operating return on average stockholders' equity (annualized)	10.14		%	8.86		%	10.09		%	9.81		%	10.11		%




													(Continued)

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	Three Months Ended
	September 30, 2019		June 30, 2019		March 31, 2019		December 31, 2018		September 30, 2018
	(Dollars in Thousands)
Return on average tangible stockholders' equity (annualized)	11.85	%	10.98	%	12.48	%	11.54	%	12.44	%
Less:
Security (losses) gains	(0.05	)%	0.15	%	0.06	%	(0.29	)%	—	%
Add:
Merger and restructuring-related expenses	0.44	%	—	%	—	%	0.22	%	0.01	%
Operating return on average tangible stockholders' equity (annualized)	12.34	%	10.83	%	12.42	%	12.05	%	12.45	%



	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
	(Dollars in Thousands)
Net income, as reported	$	22,596		$	20,471		$	22,467		$	21,138		$	22,460

Average total assets	$	7,746,492		$	7,571,396		$	7,434,038		$	7,382,931		$	7,302,413
Less: Average goodwill and average identified intangible assets, net	165,493			165,914			166,327			166,777			167,313
Average tangible assets	$	7,580,999		$	7,405,482		$	7,267,711		$	7,216,154		$	7,135,100

Return on average tangible assets (annualized)	1.19		%	1.11		%	1.24		%	1.17		%	1.26		%

Average total stockholders' equity	$	928,063		$	911,824		$	886,639		$	899,244		$	889,259
Less: Average goodwill and average identified intangible assets, net	165,493			165,914			166,327			166,777			167,313
Average tangible stockholders' equity	$	762,570		$	745,910		$	720,312		$	732,467		$	721,946

Return on average tangible stockholders' equity (annualized)	11.85		%	10.98		%	12.48		%	11.54		%	12.44		%

The following table reconciles the Company's tangible equity ratio for the periods indicated:



	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
	(Dollars in Thousands)
Total stockholders' equity	$	932,311		$	918,468		$	900,572		$	900,140		$	890,368
Less: Goodwill and identified intangible assets, net	165,270			165,691			166,111			166,513			167,050
Tangible stockholders' equity	$	767,041		$	752,777		$	734,461		$	733,627		$	723,318

Total assets	$	7,878,436		$	7,636,980		$	7,519,130		$	7,392,805		$	7,320,596
Less: Goodwill and identified intangible assets, net	165,270			165,691			166,111			166,513			167,050
Tangible assets	$	7,713,166		$	7,471,289		$	7,353,019		$	7,226,292		$	7,153,546

Tangible equity ratio	9.94		%	10.08		%	9.99		%	10.15		%	10.11		%

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The following table reconciles the Company's tangible book value per share for the periods indicated:



	Three Months Ended
	September 30, 2019		June 30, 2019		March 31, 2019		December 31, 2018		September 30, 2018
	(Dollars in Thousands)
Tangible stockholders' equity	$	767,041	$	752,777	$	734,461	$	733,627	$	723,318

Common shares issued	85,177,172		85,177,172		85,177,172		85,177,172		85,177,172
Less:
Treasury shares	5,003,127		5,025,764		5,020,025		5,020,025		4,291,317
Unallocated ESOP	92,337		98,208		104,079		109,950		118,050
Unvested restricted stock	407,784		377,122		390,636		393,636		398,094
Common shares outstanding	79,673,924		79,676,078		79,662,432		79,653,561		80,369,711

Tangible book value per share	$	9.63	$	9.45	$	9.22	$	9.21	$	9.00

The following table reconciles the Company's dividend payout ratio for the periods indicated:



	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018
	(Dollars in Thousands)
Dividends paid	$	8,786		$	8,775		$	8,375		$	8,451		$	8,043

Net income, as reported	$	22,596		$	20,471		$	22,467		$	21,138		$	22,460

Dividend payout ratio	38.88		%	42.87		%	37.28		%	39.98		%	35.81		%

The following table reconciles the Company’s allowance for loan and lease losses related to originated loans and leases as a percentage of total originated loans and leases for the periods indicated:



	Three Months Ended
	September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018			September 30, 2018

Allowance for loan and lease losses	$	59,135		$	58,635		$	58,041		$	58,692		$	59,997
Less: Allowance for acquired loan and lease losses	1,955			1,857			1,795			1,814			1,817
Allowance for originated loan and lease losses	$	57,180		$	56,778		$	56,246		$	56,878		$	58,180

Total loans and leases	$	6,646,821		$	6,505,329		$	6,388,197		$	6,303,516		$	6,227,707
Less: Total acquired loans and leases	310,745			337,420			370,177			394,407			426,865
Total originated loan and leases	$	6,336,076		$	6,167,909		$	6,018,020		$	5,909,109		$	5,800,842

Allowance for loan and lease losses related to originated loans and leases as a percentage of originated loan and leases	0.90		%	0.92		%	0.93		%	0.96		%	1.00		%

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Financial Condition

Loans and Leases

The following table summarizes the Company's portfolio of loans and leases receivables as of the dates indicated:



	At September 30, 2019					At December 31, 2018
	Balance			Percent of Total		Balance			Percent of Total
	(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate	$	2,441,091		36.7	%	$	2,330,725		37.0	%
Multi-family mortgage	919,234			13.9	%	847,711			13.4	%
Construction	229,126			3.5	%	173,300			2.7	%
Total commercial real estate loans	3,589,451			54.1	%	3,351,736			53.1	%
Commercial loans and leases:
Commercial	766,883			11.5	%	736,418			11.7	%
Equipment financing	1,029,280			15.5	%	982,089			15.6	%
Condominium association	54,225			0.8	%	50,451			0.8	%
Total commercial loans and leases	1,850,388			27.8	%	1,768,958			28.1	%
Consumer loans:
Residential mortgage	792,733			11.9	%	782,968			12.4	%
Home equity	375,257			5.6	%	376,484			6.0	%
Other consumer	38,992			0.6	%	23,370			0.4	%
Total consumer loans	1,206,982			18.1	%	1,182,822			18.8	%
Total loans and leases	6,646,821			100.0	%	6,303,516			100.0	%
Allowance for loan and lease losses	(59,135		)			(58,692		)
Net loans and leases	$	6,587,686				$	6,244,824

The following table sets forth the growth in the Company’s loan and lease portfolios during the nine months ended September 30, 2019:



	At September 30, 2019		At December 31, 2018		Dollar Change		Percent Change (Annualized)
	(Dollars in Thousands)
Commercial real estate	$	3,589,451	$	3,351,736	$	237,715	9.5	%
Commercial	1,850,388		1,768,958		81,430		6.1	%
Consumer	1,206,982		1,182,822		24,160		2.7	%
Total loans and leases	$	6,646,821	$	6,303,516	$	343,305	7.3	%

The Company's loan portfolio consists primarily of first mortgage loans secured by commercial, multi-family and residential real estate properties located in the Company's primary lending area, loans to business entities, including commercial lines of credit, loans to condominium associations and loans and leases used to finance equipment used by small businesses. The Company also provides financing for construction and development projects, home equity and other consumer loans.

The Company employs seasoned commercial lenders and retail bankers who rely on community and business contacts as well as referrals from customers, attorneys and other professionals to generate loans and deposits. Existing borrowers are also an important source of business since many of them have more than one loan outstanding with the Company. The Company's ability to originate loans depends on the strength of the economy, trends in interest rates, and levels of customer demand and market competition.

The Company's current policy is that a total credit exposure to one obligor relationship may not exceed $50.0 million unless approved by the Credit Committee. As of September 30, 2019, there were 2 borrowers with loans and commitments over

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$50.0 million. The total of those loans and commitments was $105.9 million or 1.33% of total loans and commitments, as of September 30, 2019. As of December 31, 2018, there were 2 borrowers with loans and commitments over $50.0 million. The total of those loans and commitments was $106.4 million or 1.41% of total loans and commitments, as of December 31, 2018.

The Company has written underwriting policies to control the inherent risks in loan origination. The policies address approval limits, loan-to-value ratios, appraisal requirements, debt service coverage ratios, loan concentration limits and other matters relevant to loan underwriting.

Commercial Real Estate Loans

The commercial real estate portfolio is comprised of commercial real estate loans, multi-family mortgage loans, and construction loans and is the largest component of the Company's overall loan portfolio, representing 54.1% of total loans and leases outstanding as of September 30, 2019.

Typically, commercial real estate loans are larger in size and involve a greater degree of risk than owner-occupied residential mortgage loans. Loan repayment is usually dependent on the successful operation and management of the properties and the value of the properties securing the loans. Economic conditions can greatly affect cash flows and property values.

A number of factors are considered in originating commercial real estate and multi-family mortgage loans. The qualifications and financial condition of the borrower (including credit history), as well as the potential income generation and the value and condition of the underlying property, are evaluated. When evaluating the qualifications of the borrower, the Company considers the financial resources of the borrower, the borrower's experience in owning or managing similar property and the borrower's payment history with the Company and other financial institutions. Factors considered in evaluating the underlying property include the net operating income of the mortgaged premises before debt service and depreciation, the debt service coverage ratio (the ratio of cash flow before debt service to debt service), the use of conservative capitalization rates, and the ratio of the loan amount to the appraised value. Generally, personal guarantees are obtained from commercial real estate loan borrowers.

Commercial real estate and multi-family mortgage loans are typically originated for terms of five to fifteen years with amortization periods of 20 to 30 years. Many of the loans are priced at inception on a fixed-rate basis generally for periods ranging from two to five years with repricing periods for longer-term loans. When possible, prepayment penalties are included in loan covenants on these loans. For commercial customers who are interested in loans with terms longer than five years, the Company offers loan level derivatives to accommodate customer need.

The Company's urban and suburban market area is characterized by a large number of apartment buildings, condominiums and office buildings. As a result, commercial real estate and multi-family mortgage lending has been a significant part of the Company's activities for many years. These types of loans typically generate higher yields, but also involve greater credit risk. Many of the Company's borrowers have more than one multi-family or commercial real estate loan outstanding with the Company.

The Company's commercial real estate portfolio is composed primarily of loans secured by apartment buildings ($861.5 million), office buildings ($739.7 million), retail stores ($603.3 million), industrial properties ($374.9 million), mixed-use properties ($299.0 million), lodging services ($150.1 million) and food services ($58.6 million) as of September 30, 2019. At that date, approximately 97.1% of the commercial real estate loans outstanding were secured by properties located in New England.

Construction and development financing is generally considered to involve a higher degree of risk than long-term financing on improved, occupied real estate and thus has lower concentration limits than do other commercial credit classes. Risk of loss on a construction loan is largely dependent upon the accuracy of the initial estimate of construction costs, the estimated time to sell or rent the completed property at an adequate price or rate of occupancy, and market conditions. If the estimates and projections prove to be inaccurate, the Company may be confronted with a project which, upon completion, has a value that is insufficient to assure full loan repayment.

Criteria applied in underwriting construction loans for which the primary source of repayment is the sale of the property are different from the criteria applied in underwriting construction loans for which the primary source of repayment is the stabilized cash flow from the completed project. For those loans where the primary source of repayment is from resale of the property, in addition to the normal credit analysis performed for other loans, the Company also analyzes project costs, the attractiveness of the property in relation to the market in which it is located and demand within the market area. For those construction loans where the source of repayment is the stabilized cash flow from the completed project, the Company analyzes not only project costs but also how long it might take to achieve satisfactory occupancy and the reasonableness of projected rental rates in relation to market rental rates.

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Commercial Loans

The Company's commercial loan and lease portfolio is comprised of commercial loans, equipment financing loans and leases and condominium association loans and represented 27.8% of total loans outstanding as of September 30, 2019.

The Company's commercial loan and lease portfolio is composed primarily of loans to small to medium sized businesses ($626.6 million), transportation services ($403.7 million), food services ($154.5 million), recreation services ($153.9 million), manufacturing ($103.6 million), retail ($66.0 million), and rental and leasing services ($99.1 million) as of September 30, 2019.

The Company provides commercial banking services to companies in its market area. Approximately 47.0% of the commercial loans outstanding as of September 30, 2019 were made to borrowers located in New England. The remaining 53.0% of the commercial loans outstanding were made to borrowers in other areas in the United States of America, primarily by the Company's equipment financing divisions. Product offerings include lines of credit, term loans, letters of credit, deposit services and cash management. These types of credit facilities have as their primary source of repayment cash flows from the operations of a business. Interest rates offered are available on a floating basis tied to the prime rate or a similar index or on a fixed-rate basis referenced on the Federal Home Loan Bank of Boston ("FHLBB") index.

Credit extensions are made to established businesses on the basis of loan purpose and assessment of capacity to repay as determined by an analysis of their financial statements, the nature of collateral to secure the credit extension and, in most instances, the personal guarantee of the owner of the business as well as industry and general economic conditions. The Company also participates in U.S. Government programs such as the Small Business Administration (the "SBA") in both the 7A program and as an SBA preferred lender.

The Company’s equipment financing divisions focus on market niches in which its lenders have deep experience and industry contacts, and on making loans to customers with business experience. An important part of the Company’s equipment financing loan origination volume comes from equipment manufacturers and existing customers as they expand their operations. The equipment financing portfolio is composed primarily of loans to finance laundry, tow trucks, fitness, dry cleaning and convenience store equipment. Approximately 15.6% of the commercial loans outstanding were made to borrowers located primarily in the greater New York and New Jersey metropolitan area. Typically, the loans are priced at a fixed rate of interest and require monthly payments over their 3- to 7-year life. The yields earned on equipment financing loans are higher than those earned on the commercial loans made by the Banks because they involve a higher degree of credit risk. Equipment financing customers are typically small-business owners who operate with limited financial resources and who face greater risks when the economy weakens or unforeseen adverse events arise. Because of these characteristics, personal guarantees of borrowers are usually obtained along with liens on available assets. The size of loan is determined by an analysis of cash flow and other characteristics pertaining to the business and the equipment to be financed, based on detailed revenue and profitability data of similar operations.

Loans to condominium associations are for the purpose of funding capital improvements, are made for five- to ten-year terms and are secured by a general assignment of condominium association revenues. Among the factors considered in the underwriting of such loans are the level of owner occupancy, the financial condition and history of the condominium association, the attractiveness of the property in relation to the market in which it is located and the reasonableness of estimates of the cost of capital improvements to be made. Depending on loan size, funds are advanced as capital improvements are made and, in more complex situations, after completion of engineering inspections.

Consumer Loans

The consumer loan portfolio, which is comprised of residential mortgage loans, home equity loans and lines of credit, and other consumer loans, represented 18.1% of total loans outstanding as of September 30, 2019. The Company focuses its mortgage and home equity lending on existing and new customers within its branch networks in its urban and suburban marketplaces in the greater Boston and Providence metropolitan areas.

The Company originates adjustable- and fixed-rate residential mortgage loans secured by one- to four-family residences. Each residential mortgage loan granted is subject to a satisfactorily completed application, employment verification, credit history and a demonstrated ability to repay the debt. Generally, loans are not made when the loan-to-value ratio exceeds 80% unless private mortgage insurance is obtained and/or there is a financially strong guarantor. Appraisals are performed by outside independent fee appraisers.

Underwriting guidelines for home equity loans and lines of credit are similar to those for residential mortgage loans. Home equity loans and lines of credit are limited to no more than 80% of the appraised value of the property securing the loan including the amount of any existing first mortgage liens.

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Other consumer loans have historically been a modest part of the Company's loan originations. As of September 30, 2019, other consumer loans equaled $39.0 million, or 0.6% of total loans outstanding.

Asset Quality

Criticized and Classified Assets

The Company's management rates certain loans and leases as "other assets especially mentioned" ("OAEM"), "substandard" or "doubtful" based on criteria established under banking regulations.These loans and leases are collectively referred to as "criticized" assets. Loans and leases rated OAEM have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects of the loan or lease at some future date. Loans and leases rated as substandard are inadequately protected by the payment capacity of the obligor or of the collateral pledged, if any. Substandard loans and leases have a well-defined weakness or weaknesses that jeopardize the liquidation of debt and are characterized by the distinct possibility that the Company will sustain some loss if existing deficiencies are not corrected. Loans and leases rated as doubtful have well-defined weaknesses that jeopardize the orderly liquidation of debt and partial loss of principal is likely. As of September 30, 2019, the Company had $55.6 million of total assets, including acquired assets, that were designated as criticized. This compares to $58.6 million of assets designated as criticized as of December 31, 2018. The decrease of $3.0 million in criticized assets was primarily due to the pay-off of the criticized commercial relationships, partially offset by the new criticized commercial real estate and commercial relationships during the first nine months of 2019.

Nonperforming Assets

"Nonperforming assets" consist of nonaccrual loans and leases, other real estate owned ("OREO") and other repossessed assets. Under certain circumstances, the Company may restructure the terms of a loan or lease as a concession to a borrower, except for acquired loans and leases which are individually evaluated against expected performance on the date of acquisition. These restructured loans and leases are generally considered "nonperforming loans and leases" until a history of collection of at least six months on the restructured terms of the loan or lease has been established. OREO consists of real estate acquired through foreclosure proceedings and real estate acquired through acceptance of a deed in lieu of foreclosure. Other repossessed assets consist of assets that have been acquired through foreclosure that are not real estate and are included in other assets on the Company's unaudited consolidated balance sheets.

Accrual of interest on loans generally is discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least six months of performance has been achieved.

In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan. In determining whether a debtor is experiencing financial difficulties, the Company considers, among other factors, if the debtor is in payment default or is likely to be in payment default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the debtor will continue as a going concern, the debtor's entity-specific projected cash flows will not be sufficient to service its debt, or the debtor cannot obtain funds from sources other than the existing creditors at market terms for debt with similar risk characteristics.

Nonperforming assets are composed of nonaccrual loans and leases, OREO and other repossessed assets. As of September 30, 2019, the Company had nonperforming assets of $23.8 million, representing 0.30% of total assets, compared to nonperforming assets of $28.1 million, or 0.38% of total assets as of December 31, 2018. The decrease in nonperforming assets was primarily driven by the payoff of commercial loans previously on nonaccrual status, the charge-offs of taxi medallion loans, and the sale of OREO properties, partially offset by the increase in other repossessed assets during first nine months of 2019.

The Company evaluates the underlying collateral of each nonaccrual loan and lease and continues to pursue the collection of interest and principal. Management believes that the current level of nonperforming assets remains manageable relative to the size of the Company's loan and lease portfolio. If economic conditions were to worsen or if the marketplace were to experience prolonged economic stress, it is likely that the level of nonperforming assets would increase, as would the level of charged-off loans.

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Past Due and Accruing

Accrual of interest on loans generally is discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. In addition, loans categorized as ASC 310-30 accrue regardless of past due status. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least 6 consecutive months of performance has been achieved.

As of September 30, 2019, the Company had loans and leases greater than 90 days past due and accruing of $11.9 million, or 0.18% of total loans and leases, compared to $13.5 million, or 0.21% of total loans and leases, as of December 31, 2018, representing a decrease of $1.6 million. The decrease in past due and accruing loans was primarily due to one commercial loan which became current, partially offset by previously current relationships which became 90 days past due and accruing during the first nine months of 2019.

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The following table sets forth information regarding nonperforming assets for the periods indicated:



	At September 30, 2019			At December 31, 2018
	(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate	$	2,910		$	3,928
Multi-family mortgage	87			330
Construction	—			396
Total commercial real estate loans	2,997			4,654

Commercial	3,139			6,621
Equipment financing	12,817			9,500
Condominium association	163			265
Total commercial loans and leases	16,119			16,386

Residential mortgage	1,605			2,132
Home equity	904			908
Other consumer	3			17
Total consumer loans	2,512			3,057

Total nonaccrual loans and leases	21,628			24,097

Other real estate owned	201			3,054
Other repossessed assets	1,931			965
Total nonperforming assets	$	23,760		$	28,116

Loans and leases past due greater than 90 days and accruing	$	11,885		$	13,482
Total delinquent loans and leases 61-90 days past due	4,842			3,308
Restructured loans and leases not included in nonperforming assets	22,233			12,257

Total nonperforming loans and leases as a percentage of total loans and leases	0.33		%	0.38		%
Total nonperforming assets as a percentage of total assets	0.30		%	0.38		%
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases	0.07		%	0.05		%

Troubled Debt Restructured Loans and Leases

Total troubled debt restructured loans increased by $7.1 million to $28.0 million at September 30, 2019 from $20.9 million at December 31, 2018.The increase resulted from commercial, equipment financing and construction relationships being newly classified as troubled debt restructurings and was partially offset by the payoff of a commercial relationship during the first nine months of 2019 as a part of the relationship strategy and which management believes that all troubled debt restructurings are either well collateralized, have adequate cash flow, or both, resulting in minimal impact to the allowance for loan and lease losses.

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As of September 30, 2019, total restructured loans included $10.9 million of commercial loans, $7.0 million of equipment financing loans and leases, $4.9 million of construction loans, $2.1 million of residential mortgage loans, $1.6 million of home equity loans, $1.4 million of commercial real estate loans, and $0.1 million of multi-family mortgage loans. As of December 31, 2018, total restructured loans included $9.4 million of commercial loans, $5.9 million of equipment financing loans and leases, $2.0 million of commercial real estate loans, $0.3 million of multi-family mortgage loans, $1.7 million of home equity loans, and $1.6 million of residential mortgage loans. A restructured loan is a loan for which the maturity date was extended, the principal was reduced, and/or the interest rate was modified to drop the required monthly payment to a more manageable amount for the borrower.

The following table sets forth information regarding troubled debt restructured loans and leases at the dates indicated:



	At September 30, 2019		At December 31, 2018
	(Dollars in Thousands)
Troubled debt restructurings:
On accrual	$	22,233	$	12,257
On nonaccrual	5,763		8,684
Total troubled debt restructurings	$	27,996	$	20,941

Changes in troubled debt restructured loans and leases were as follows for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars in Thousands)
Balance at beginning of period	$	36,192		$	22,302		$	20,941		$	26,011
Additions	7,692			346			15,928			5,275
Net charge-offs	(144		)	(35		)	(1,867		)	(723		)
Repayments	(15,744		)	(1,177		)	(7,006		)	(9,127		)
Balance at end of period	$	27,996		$	21,436		$	27,996		$	21,436

Allowances for Credit Losses

The allowance for loan and lease losses consists of general and specific allowances and reflects management's estimate of probable loan and lease losses inherent in the loan portfolio at the balance sheet date. Management uses a consistent and systematic process and methodology to evaluate the adequacy of the allowance for loan and lease losses on a quarterly basis. The allowance is calculated by loan type: commercial real estate loans, commercial loans and leases, and consumer loans, each category of which is further segregated. A formula-based credit evaluation approach is applied to each group that is evaluated collectively, primarily by loss factors, which includes estimates of incurred losses over an estimated Loss Emergence Period ("LEP"), assigned to each risk rating by type, coupled with an analysis of certain loans individually evaluated for impairment. Management continuously evaluates and challenges inputs and assumptions in the allowance for loan and lease losses.

The process to determine the allowance for loan and lease losses requires management to exercise considerable judgment regarding the risk characteristics of the loan portfolios and the effect of relevant internal and external factors. While management evaluates currently available information in establishing the allowance for loan and lease losses, future adjustments to the allowance for loan and lease losses may be necessary if conditions differ substantially from the assumptions used in making the evaluations. Management performs a comprehensive review of the allowance for loan and lease losses on a quarterly basis. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution's allowance for loan and lease losses and carrying amounts of other real estate owned. Such agencies may require the financial institution to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

The Company’s general allowance methodology provides a quantification of probable losses in the portfolio. Under the current methodology, Management combines the historical loss information of the Banks to generate a single set of ratios. Management believes it is appropriate to aggregate the ratios as the Banks share common environmental factors, operate in similar markets, and utilize common underwriting standards in accordance with the Company's Credit Policy.

Management employs a similar analysis for the consolidation of the qualitative factors as it does for the quantitative factors. Again, Management believes the combination of the existing nine qualitative factors used at each of the Banks into a

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single group of factors for use across the Company is appropriate based on the commonality of environmental factors, markets, and underwriting standards among the Banks.

The following tables present the changes in the allowance for loan and lease losses by portfolio category for the three and nine months ended September 30, 2019 and 2018.



	At and for the Three Months Ended September 30, 2019
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at June 30, 2019	$	28,668		$	24,333		$	5,634		$	58,635
Charge-offs	—			(1,175		)	(15		)	(1,190		)
Recoveries	—			772			52			824
Provision for loan and lease losses	361			463			42			866
Balance at September 30, 2019	$	29,029		$	24,393		$	5,713		$	59,135

Total loans and leases	$	3,589,451		$	1,850,388		$	1,206,982		$	6,646,821
Total allowance for loan and lease losses as a percentage of total loans and leases	0.81		%	1.32		%	0.47		%	0.89		%



	At and for the Three Months Ended September 30, 2018
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at June 30, 2018	$	27,045		$	26,120		$	4,816		$	57,981
Charge-offs	—			(1,198		)	(29		)	(1,227		)
Recoveries	—			619			44			663
Provision for loan and lease losses	319			2,217			44			2,580
Balance at September 30, 2018	$	27,364		$	27,758		$	4,875		$	59,997

Total loans and leases	$	3,281,045		$	1,777,984		$	1,168,678		$	6,227,707
Total allowance for loan and lease losses as a percentage of total loans and leases	0.83		%	1.56		%	0.42		%	0.96		%



	At and for the Nine Months Ended September 30, 2019
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2018	$	28,187		$	25,283		$	5,222		$	58,692
Charge-offs	—			(7,088		)	(56		)	(7,144		)
Recoveries	—			1,454			141			1,595
Provision for loan and lease losses	842			4,744			406			5,992
Balance at September 30, 2019	$	29,029		$	24,393		$	5,713		$	59,135

Total loans and leases	$	3,589,451		$	1,850,388		$	1,206,982		$	6,646,821
Total allowance for loan and lease losses as a percentage of total loans and leases	0.81		%	1.32		%	0.47		%	0.89		%

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	At and for the Nine Months Ended September 30, 2018
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2017	$	27,112		$	26,333		$	5,147		$	58,592
Charge-offs	(103		)	(5,387		)	(134		)	(5,624		)
Recoveries	—			1,972			253			2,225
Provision (credit) for loan and lease losses	355			4,840			(391		)	4,804
Balance at September 30, 2018	$	27,364		$	27,758		$	4,875		$	59,997

Total loans and leases	$	3,281,045		$	1,777,984		$	1,168,678		$	6,227,707
Total allowance for loan and lease losses as a percentage of total loans and leases	0.83		%	1.56		%	0.42		%	0.96		%

The allowance for loan and lease losses was $59.1 million as of September 30, 2019, or 0.89% of total loans and leases outstanding. This compared to an allowance for loan and lease losses of $58.7 million, or 0.93% of total loans and leases outstanding, as of December 31, 2018. The decrease in the allowance for loan and lease losses as a percentage of loans and leases is largely a result of changes in historical loss factors and the decrease in specific reserves due to charge-offs in taxi medallion loans, partially offset by the reserves for loan growth of $343.3 million during the first nine months of 2019 or 7.3% on an annualized basis.

Management believes that the allowance for loan and lease losses as of September 30, 2019 is appropriate based on the facts and circumstances discussed further below.

Commercial Real Estate Loans

The allowance for commercial real estate loan losses was $29.0 million, or 0.81% of total commercial real estate loans outstanding, as of September 30, 2019. This compared to an allowance for commercial real estate loan losses of $28.2 million, or 0.84% of total commercial real estate loans outstanding, as of December 31, 2018. There were $8 thousand in specific reserves on commercial real estate loans as of September 30, 2019 as compared to $5 thousand as of December 31, 2018. The $0.8 million increase in the allowance for commercial real estate loans and leases during the first nine months of 2019 was primarily driven by originated loan growth of $286.6 million, or 12.1%, from December 31, 2018, partially offset by changes in historical loss factors applied to commercial real estate loans.

The ratio of total criticized and classified commercial real estate loans to total commercial real estate loans decreased to 0.62% as of September 30, 2019 from 0.64% as of December 31, 2018. The ratio of originated commercial real estate loans on nonaccrual to total originated commercial real estate loans decreased to 0.08% as of September 30, 2019 from 0.14% as of December 31, 2018.

There were no charge-offs or recoveries in the commercial real estate loan portfolio for the three months ended September 30, 2019 and September 30, 2018. As a percentage of average commercial real estate loan portfolio, annualized net charge-offs for the three months ended September 30, 2019 and September 30, 2018 were minimal.

There were no net charge-offs in the commercial real estate loan portfolio for the nine months ended September 30, 2019 compared to net charge-offs of $103 thousand for the nine months ended September 30, 2018. As a percentage of average commercial real estate loan portfolio, annualized net charge-offs for the nine months ended and September 30, 2018 were minimal.

Commercial Loans and Leases

The allowance for commercial loan and lease losses was $24.4 million, or 1.32% of total commercial loans and leases outstanding, as of September 30, 2019, compared to $25.3 million, or 1.43% of total commercial loans and leases outstanding, as of December 31, 2018. Specific reserves on commercial loans and leases decreased from $3.0 million as of December 31, 2018 to $1.6 million as of September 30, 2019, primarily driven by the charge-offs in taxi medallion loans against previously established specific reserves. The $0.9 million decrease in the allowance for commercial loans and leases during the first nine months of 2019 was primarily driven by changes in historical loss factors and the decrease in specific reserves, partially offset by originated loan growth of $87.0 million, or 6.7%, from December 31, 2018.

The ratio of total criticized and classified commercial loans and leases to total commercial loans and leases was 1.81% as of September 30, 2019, compared to 2.10% as of December 31, 2018. The ratio of originated commercial loans and leases on

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nonaccrual to total originated commercial loans and leases decreased to 0.87% as of September 30, 2019 from 0.93% as of December 31, 2018.

Net charge-offs in the commercial loan and lease portfolio for the three months ended September 30, 2019 and September 30, 2018 were $0.4 million and $0.6 million, respectively. As a percentage of average commercial loans and leases, annualized net charge-offs for the three months ended September 30, 2019 and September 30, 2018 were 0.09% and 0.13%, respectively.

Net charge-offs in the commercial loan and lease portfolio for the nine months ended September 30, 2019 and September 30, 2018 were $5.6 million and $3.4 million, respectively. The increase in net charge-offs in commercial loan and lease portfolio was driven by charge-offs on the equipment financing loans. As a percentage of average commercial loans and leases, annualized net charge-offs for the nine months ended September 30, 2019 and September 30, 2018 were 0.41% and 0.27%, respectively.

Consumer Loans

The allowance for consumer loan losses, including residential loans and home equity loans and lines of credit, was $5.7 million, or 0.47% of total consumer loans outstanding, as of September 30, 2019, compared to $5.2 million, or 0.44% of consumer loans outstanding, as of December 31, 2018. Specific reserves on consumer loans were $112 thousand and $115 thousand as of September 30, 2019 and December 31, 2018, respectively. The $0.5 million increase in the allowance for consumer loans and leases during the first nine months of 2019 was primarily driven by originated loan growth of $53.3 million, or 10.6%, from December 31, 2018.

The ratio of originated consumer loans on nonaccrual to total originated consumer loans decreased to 0.18% as of September 30, 2019 from 0.20% as of December 31, 2018. The risk of loss on a home equity loan is higher since the property securing the loan has often been previously pledged as collateral for a first mortgage loan. The Company gathers and analyzes delinquency data, to the extent that data are available on these first liens, for purposes of assessing the collectability of the second liens held by the Company even if these home equity loans are not delinquent. This data are further analyzed for performance differences between amortizing and non-amortizing home equity loans, the percentage borrowed to total loan commitment and by the amount of payments made by the borrowers. The loss exposure is not considered to be high due to the combination of current property values, the historically low loan-to-value ratios, the low level of losses experienced in the past few years and the low level of loan delinquencies as of September 30, 2019. If the local economy weakens, however, a rise in losses in those loan classes could occur. Historically, losses in these classes have been low.

Net recoveries in the consumer loan portfolio totaled $37 thousand for the three months ended September 30, 2019 compared to net recoveries of $15 thousand for the three months ended September 30, 2018. Provisions for consumer loans recorded in these periods more than adequately covered charge-offs during those periods.

Net recoveries in the consumer loan portfolio totaled $85 thousand for the nine months ended September 30, 2019 compared to net recoveries of $119 thousand for the nine months ended September 30, 2018. Provisions (credit) for consumer loans recorded in these periods more than adequately covered charge-offs during those periods.

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The following table sets forth the Company's percent of allowance for loan and lease losses to the total allowance for loan and lease losses and the percent of loans to total loans for each of the categories listed at the dates indicated.



	At September 30, 2019						At December 31, 2018
	Amount		Percent of Allowance in Each Category to Total Allowance		Percent of Loans in Each Category to Total Loans		Amount		Percent of Allowance in Each Category to Total Allowance		Percent of Loans in Each Category to Total Loans
	(Dollars in Thousands)
Commercial real estate	$	20,612	34.9	%	36.7	%	$	20,779	35.4	%	37.0	%
Multi-family mortgage	6,307		10.7	%	13.9	%	5,915		10.1	%	13.4	%
Construction	2,110		3.6	%	3.5	%	1,494		2.5	%	2.7	%
Total commercial real estate loans	29,029		49.2	%	54.1	%	28,188		48.0	%	53.1	%
Commercial	12,264		20.7	%	11.5	%	14,047		23.9	%	11.7	%
Equipment financing	11,765		19.9	%	15.5	%	10,888		18.6	%	15.6	%
Condominium association	364		0.6	%	0.8	%	347		0.6	%	0.8	%
Total commercial loans and leases	24,393		41.2	%	27.8	%	25,282		43.1	%	28.1	%
Residential mortgage	3,505		5.9	%	11.9	%	3,076		5.2	%	12.4	%
Home equity	2,088		3.5	%	5.6	%	2,047		3.5	%	6.0	%
Other consumer	120		0.2	%	0.6	%	99		0.2	%	0.4	%
Total consumer loans	5,713		9.6	%	18.1	%	5,222		8.9	%	18.8	%
Total	$	59,135	100.0	%	100.0	%	$	58,692	100.0	%	100.0	%

Investment Securities

The investment portfolio exists primarily for liquidity purposes, and secondarily as a source of interest and dividend income, interest-rate risk management and tax planning as a counterbalance to loan and deposit flows. Investment securities are utilized as part of the Company's asset/liability management and may be sold in response to, or in anticipation of, factors such as changes in market conditions and interest rates, security prepayment rates, deposit outflows, liquidity concentrations and regulatory capital requirements.

The investment policy of the Company, which is reviewed and approved by the Board of Directors on an annual basis, specifies the types of investments that are acceptable, required investment ratings by at least one nationally recognized rating agency, concentration limits and duration guidelines. Compliance with the investment policy is monitored on a regular basis. In general, the Company seeks to maintain a high degree of liquidity and targets cash, cash equivalents and investment securities available-for-sale balances between 10% and 30% of total assets.

Cash, cash equivalents, and investment securities increased $34.2 million, or 6.4% on an annualized basis, to $745.6 million as of September 30, 2019 from $711.4 million as of December 31, 2018. Cash, cash equivalents, and investment securities were 9.5% of total assets as of September 30, 2019, compared to 9.6% of total assets at December 31, 2018.

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The following table sets forth certain information regarding the amortized cost and market value of the Company's investment securities at the dates indicated:



	At September 30, 2019				At December 31, 2018
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	182,966	$	186,170	$	184,072	$	181,079
GSE CMOs	92,883		91,851		107,363		103,130
GSE MBSs	141,853		142,079		169,334		165,089
SBA commercial loan asset- backed securities	37		37		51		51
Corporate debt obligations	32,519		32,981		40,618		39,708
U.S. Treasury bonds	13,842		14,221		13,812		13,736
Total investment securities available-for-sale	$	464,100	$	467,339	$	515,250	$	502,793
Investment securities held-to-maturity:
GSE debentures	$	38,624	$	38,734	$	50,546	$	49,601
GSE MBSs	9,937		9,835		11,426		11,131
Municipal obligations	46,102		46,763		52,304		51,598
Foreign government obligations	500		470		500		500
Total investment securities held-to-maturity	$	95,163	$	95,802	$	114,776	$	112,830
Equity securities held-for-trading			$	4,581			$	4,207

The fair value of investment securities is based principally on market prices and dealer quotes received from third-party, nationally-recognized pricing services for identical investment securities such as U.S. Treasury and agency securities. The Company's marketable equity securities are priced this way and are included in Level 1 of the fair value hierarchy in accordance with ASC 820. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include certain U.S. and government agency debt securities, municipal and corporate debt securities, GSE residential MBSs and CMOs, all of which are included in Level 2 and equity securities held-for-trading, which are included in Level 1 and Level 2. Certain fair values are estimated using pricing models and are included in Level 3.

Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with their expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of 15-year and 30-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for the particular security.

Maturities, calls and principal repayments for investment securities available-for-sale totaled $50.1 million for the nine months ended September 30, 2019 compared to $64.2 million for the same period in 2018. For the nine months ended September 30, 2019, the Company did not sell any investment securities, compared to $1.5 million in sales for the same period in 2018. For the nine months ended September 30, 2019, the Company did not purchase any investment securities available-for-sale, compared to $73.9 million in purchases of investment securities available-for-sale for the same period in 2018.

Maturities, calls and principal repayments for investment securities held-to-maturity totaled $19.7 million for the nine months ended September 30, 2019 compared to $2.5 million for the same period in 2018. There were no sales of investment securities held-to-maturity for the nine months ended September 30, 2019 and 2018. For the nine months ended September 30, 2019, the Company purchased $0.5 million of investment securities held-to-maturity, compared to $8.9 million in purchases of investment securities held-to-maturity for the same period in 2018.

As of September 30, 2019, the fair value of all investment securities available-for-sale was $467.3 million and carried a total of $3.2 million of net unrealized gains, compared to a fair value of $502.8 million and net unrealized losses of $12.5

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million as of December 31, 2018. As of September 30, 2019, $169.7 million, or 36.3%, of the portfolio, had gross unrealized losses of $1.6 million. This compares to $466.7 million, or 92.8%, of the portfolio with gross unrealized losses of $12.8 million as of December 31, 2018. The Company's unrealized loss position has decreased in 2019 driven by lower long-term interest rates.

As of September 30, 2019, the fair value of all investment securities held-to-maturity was $95.8 million and carried a total of $0.6 million of net unrealized gains, compared to a fair value of $112.8 million and net unrealized losses of $1.9 million as of December 31, 2018. As of September 30, 2019, $19.9 million, or 20.8%, of the portfolio, had gross unrealized losses of $0.2 million. This compares to $102.1 million, or 90.5%, of the portfolio with gross unrealized losses of $2.0 million as of December 31, 2018. The Company's unrealized loss position decreased in 2019 driven by lower long-term interest rates.

Management believes that these negative differences between amortized cost and fair value do not include credit losses, but rather differences in interest rates between the time of purchase and the time of measurement. It is more likely than not that the Company will not sell or be required to sell the investment securities before recovery, and, as a result, it will recover the amortized cost basis of the investment securities. As such, management has determined that the securities are not other-than-temporarily impaired as of September 30, 2019. If market conditions for securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional other-than-temporary impairments in future periods. For additional discussion on how the Company validates fair values provided by the third-party pricing service, see Note 11, “Fair Value of Financial Instruments.”

Restricted Equity Securities

FHLBB Stock—The Company invests in the stock of the FHLBB as one of the requirements to borrow. The Company maintains an excess balance of capital stock, which allows for additional borrowing capacity at each of the Banks. As of September 30, 2019, the excess balance of capital stock was $1.0 million, as compared to $5.0 million excess balance as of December 31, 2018.

As of September 30, 2019, the Company owned stock in the FHLBB with a carrying value of $39.6 million, a decrease of $4.1 million from $43.7 million as of December 31, 2018. As of September 30, 2019, the FHLBB had total assets of $56.9 billion and total capital of $3.2 billion, of which $1.4 billion was retained earnings. The FHLBB stated that it remained in compliance with all regulatory capital ratios as of September 30, 2019 and was classified as "adequately capitalized" by its regulator, based on the FHLBB's financial information as of December 31, 2018.

Federal Reserve Bank Stock—The Company invests in the stock of the Federal Reserve Bank of Boston, as a condition to the Banks' membership in the Federal Reserve System. As of September 30, 2019, the Company owned stock in the Federal Reserve Bank of Boston with a carrying value of $18.1 million, compared to a carrying value of $18.0 million as of December 31, 2018.

Other Stock—The Company invests in a small number of other restricted equity securities which includes Infinex and American Financial Exchange. As of September 30, 2019, the Company owned stock in other restricted equity securities with a carrying value of $0.3 million, compared to a carrying value of $0.1 million as of December 31, 2018.

Deposits

The following table presents the Company's deposit mix at the dates indicated.



	At September 30, 2019						At December 31, 2018
	Amount		Percent of Total		Weighted Average Rate		Amount		Percent of Total		Weighted Average Rate
	(Dollars in Thousands)
Non-interest-bearing deposits:
Demand checking accounts	$	1,106,684	19.3	%	—	%	$	1,033,551	19.0	%	—	%
Interest-bearing deposits:
NOW accounts	340,321		5.9	%	0.14	%	336,317		6.2	%	0.10	%
Savings accounts	604,481		10.6	%	0.53	%	619,961		11.4	%	0.32	%
Money market accounts	1,666,231		29.1	%	1.22	%	1,675,050		30.7	%	1.18	%
Certificate of deposit accounts	2,011,622		35.1	%	2.35	%	1,789,165		32.7	%	1.58	%
Total interest-bearing deposits	4,622,655		80.7	%	1.54	%	4,420,493		81.0	%	1.14	%
Total deposits	$	5,729,339	100.0	%	1.25	%	$	5,454,044	100.0	%	0.92	%

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Total deposits increased $275.3 million to $5.7 billion as of September 30, 2019, compared to $5.5 billion as of December 31, 2018. Deposits as a percentage of total assets decreased to 72.7% as of September 30, 2019, compared to 73.8% as of December 31, 2018.

As of September 30, 2019, the Company had $338.2 million of brokered deposits compared to $350.7 million as of December 31, 2018. Brokered deposits allow the Company to seek additional funding by attracting deposits from outside the Company's core market. The Company's investment policy limits the amount of brokered deposits to 15% of total assets. Brokered deposits are included in the certificate of deposit balance, which increased $222.5 million during the nine months ended September 30, 2019. Certificates of deposit have also increased as a percentage of total deposits to 35.1% as of September 30, 2019 from 32.7% as of December 31, 2018.

During the nine months ended September 30, 2019, core deposits increased $52.8 million. The ratio of core deposits to total deposits decreased from 67.2% as of December 31, 2018 to 64.9% as of September 30, 2019, primarily due to the shift in deposit mix and increase in certificate of deposit accounts.

The following table sets forth the distribution of the average balances of the Company's deposit accounts for the periods indicated and the weighted average interest rates on each category of deposits presented. Averages for the periods presented are based on daily balances.



	Three Months Ended September 30,
	2019						2018
	Average Balance		Percent of Total Average Deposits		Weighted Average Rate		Average Balance		Percent of Total Average Deposits		Weighted Average Rate
	(Dollars in Thousands)
Core deposits:
Non-interest-bearing demand checking accounts	$	1,096,788	19.2	%	—	%	$	1,023,610	19.5	%	—	%
NOW accounts	335,091		5.9	%	0.15	%	344,760		6.6	%	0.08	%
Savings accounts	600,609		10.5	%	0.54	%	599,514		11.4	%	0.31	%
Money market accounts	1,683,548		29.4	%	1.28	%	1,668,402		31.8	%	1.04	%
Total core deposits	3,716,036		65.0	%	0.68	%	3,636,286		69.3	%	0.54	%
Certificate of deposit accounts	2,000,941		35.0	%	2.37	%	1,612,551		30.7	%	1.72	%
Total deposits	$	5,716,977	100.0	%	1.28	%	$	5,248,837	100.0	%	0.90	%



	Nine Months Ended September 30,
	2019						2018
	Average Balance		Percent of Total Average Deposits		Weighted Average Rate		Average Balance		Percent of Total Average Deposits		Weighted Average Rate
	(Dollars in Thousands)
Core deposits:
Non-interest-bearing demand checking accounts	$	1,046,683	18.7	%	—	%	$	986,763	19.3	%	—	%
NOW accounts	337,671		6.0	%	0.13	%	342,418		6.7	%	0.08	%
Savings accounts	609,284		10.9	%	0.47	%	619,317		12.1	%	0.28	%
Money market accounts	1,681,594		30.0	%	1.29	%	1,735,710		34.0	%	0.81	%
Total core deposits	3,675,232		65.5	%	0.68	%	3,684,208		72.1	%	0.43	%
Certificate of deposit accounts	1,932,625		34.5	%	2.30	%	1,428,799		27.9	%	1.53	%
Total deposits	$	5,607,857	100.0	%	0.93	%	$	5,113,007	100.0	%	0.74	%

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As of September 30, 2019 and December 31, 2018, the Company had outstanding certificates of deposit of $100,000 or more, maturing as follows:



	At September 30, 2019				At December 31, 2018
	Amount		Weighted Average Rate		Amount		Weighted Average Rate
	(Dollars in Thousands)
Maturity period:
Six months or less	$	365,264	2.29	%	$	261,170	1.63	%
Over six months through 12 months	303,967		2.37	%	270,897		1.97	%
Over 12 months	455,795		2.61	%	418,167		2.38	%
Total certificate of deposit of $100,000 or more	$	1,125,026	2.44	%	$	950,234	2.06	%

Borrowed Funds

The following table sets forth certain information regarding advances from the FHLBB, subordinated debentures and notes and other borrowed funds for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
	(Dollars in Thousands)
Borrowed funds:
Average balance outstanding	$	922,888		$	1,047,594		$	926,960		$	1,090,372
Maximum amount outstanding at any month-end during the period	986,405			1,082,886			987,835			1,209,310
Balance outstanding at end of period	986,405			1,082,886			986,405			1,082,886
Weighted average interest rate for the period	2.70		%	2.39		%	2.68		%	2.13		%
Weighted average interest rate at end of period	2.62		%	2.36		%	2.62		%	2.36		%

Advances from the FHLBB

On a long-term basis, the Company intends to continue to increase its core deposits. The Company also uses FHLBB borrowings and other wholesale borrowing as part of the Company's overall strategy to fund loan growth and manage interest-rate risk and liquidity. The advances are secured by a blanket security agreement which requires the Banks to maintain certain qualifying assets as collateral, principally mortgage loans and securities in an aggregate amount at least equal to outstanding advances. The maximum amount that the FHLBB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the FHLBB. The Company may also borrow from the FRB's "discount window" as necessary.

FHLBB borrowings increased by $70.1 million to $854.5 million as of September 30, 2019 from the December 31, 2018 balance of $784.4 million. The increase in FHLBB borrowings was primarily due to an increase in loan balances.

Subordinated Debentures and Notes

As part of the acquisition of BankRI, the Company acquired two $5.0 million subordinated debentures due on June 26, 2033 and March 17, 2034, respectively. The Company is obligated to pay 3-month LIBOR plus 3.10% and 3-month LIBOR plus 2.79%, respectively, on a quarterly basis until the debentures mature.

The Company sold $75.0 million of 6.0% fixed-to-floating rate subordinated notes due September 15, 2029. The Company is obligated to pay 6.0% interest semiannually between September 2014 and September 2024. Subsequently, the Company is obligated to pay 3-month LIBOR plus 3.315% quarterly until the notes mature in September 2029.

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The following table summarizes the Company's subordinated debentures and notes at the dates indicated.

Carrying Amount

Issue Date

Rate

Maturity Date

Next Call Date

September 30,
2019

December 31, 2018

(Dollars in Thousands)

June 26, 2003

Variable;

3-month LIBOR + 3.10%

June 26, 2033

December 25, 2019

4,820

4,803

March 17, 2004

Variable;

3-month LIBOR + 2.79%

March 17, 2034

December 16, 2019

4,730

4,704

September 15, 2014

6.0% Fixed-to-Variable;

3-month LIBOR + 3.315%

September 15, 2029

September 15, 2024

74,001

73,926

Total

83,551

83,433

The above carrying amounts of the subordinated debentures included $0.4 million of accretion adjustments and $1.0 million of capitalized debt issuance costs as of September 30, 2019. This compares to $0.5 million of accretion adjustments and $1.1 million of capitalized debt issuance costs as of December 31, 2018.

Other Borrowed Funds

In addition to advances from the FHLBB and subordinated debentures and notes, the Company utilizes other funding sources as part of the overall liquidity strategy. Those funding sources include repurchase agreements, and committed and uncommitted lines of credit with several financial institutions.

The Company periodically enters into repurchase agreements with its larger deposit and commercial customers as part of its cash management services which are typically overnight borrowings. Repurchase agreements with customers decreased $14.4 million to $38.4 million as of September 30, 2019 from $52.7 million as of December 31, 2018.

The Company has access to a $12.0 million committed line of credit as of September 30, 2019. As of September 30, 2019 and December 31, 2018, the Company did not have any borrowings on this committed line of credit outstanding.

The Banks also have access to funding through several uncommitted lines of credit of $475.0 million. As of September 30, 2019, the Company had $10 million of borrowings on one uncommitted line of credit outstanding, and none as of December 31, 2018, the Company did not have any borrowings on these uncommitted lines of credit.

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Derivative Financial Instruments

The Company has entered into loan level derivatives, risk participation agreements, and foreign exchange contracts with certain of its commercial customers and concurrently enters into offsetting swaps with third-party financial institutions. The Company may also, from time to time, enter into risk participation agreements. The Company did not have derivative fair value hedges or derivative cash flow hedges at September 30, 2019 or December 31, 2018.

The following table summarizes certain information concerning the Company's loan level derivatives, risk participation agreements, and foreign exchange contracts at September 30, 2019 and December 31, 2018:



	At September 30, 2019			At December 31, 2018
	(Dollars in Thousands)
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable	$	992,476		$	719,625
Pay fixed, receive variable	992,476			719,625
Risk participation-out agreements	177,155			100,531
Risk participation-in agreements	56,096			35,838
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency	$	1,315		$	6,573
Sells foreign currency, buys U.S. currency	1,420			6,582
Fixed weighted average interest rate from the Company to counterparty	3.69		%	4.25		%
Floating weighted average interest rate from counterparty to the Company	3.24		%	4.00		%
Weighted average remaining term to maturity (in months)	92			90
Fair value:
Recognized as an asset:
Loan level derivatives	$	79,857		$	22,013
Risk participation-out agreements	1,555			344
Foreign exchange contracts	22			131
Recognized as a liability:
Loan level derivatives	$	79,857		$	22,013
Risk participation-in agreements	385			84
Foreign exchange contracts	16			123

Stockholders' Equity and Dividends

The Company's total stockholders' equity was $932.3 million as of September 30, 2019, representing a $32.2 million increase compared to $900.1 million at December 31, 2018. The increase primarily reflects net income attributable to the Company of $65.5 million for the nine months ended September 30, 2019 and unrealized gain on securities available-for-sale of $12.2 million, partially offset by dividends paid by the Company of $25.9 million and $18.7 million related to the acquisition of the noncontrolling interest in Eastern Funding, LLC and in that same period.

Stockholders' equity represented 11.83% of total assets as of September 30, 2019 and 12.18% of total assets as of December 31, 2018. Tangible stockholders' equity (total stockholders' equity less goodwill and identified intangible assets, net) represented 9.94% of tangible assets (total assets less goodwill and identified intangible assets, net) as of September 30, 2019 and 10.15% as of December 31, 2018.

On January 30, 2019, the Board of Directors (the "Board") of the Company approved a stock repurchase program authorizing management to repurchase up to $10.0 million of the Company's common stock. As of September 30, 2019, the Company has repurchased 136,065 shares at a weighted average price of $13.74. In 2018, 725,583 shares of the Company's common stock were repurchased by the Company.

The dividend payout ratio was 38.88% for the three months ended September 30, 2019, compared to 35.81% for the same period in 2018 and 39.58% for the nine months ended September 30, 2019, compared to 37.87% for the same period of 2018.

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Results of Operations

The primary drivers of the Company's net income are net interest income, which is strongly affected by the net yield on and growth of interest-earning assets and liabilities, the quality of the Company's assets, its levels of non-interest income and non-interest expense, and its tax provision.

The Company's net interest income represents the difference between interest income earned on its investments, loans and leases, and its cost of funds. Interest income is dependent on the amount of interest-earning assets outstanding during the period and the yield earned thereon. Cost of funds is a function of the average amount of deposits and borrowed money outstanding during the year and the interest rates paid thereon. The net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The increases or decreases, as applicable, in the components of interest income and interest expense, expressed in terms of fluctuation in average volume and rate, are summarized under "Rate/Volume Analysis" below. Information as to the components of interest income, interest expense and average rates is provided under "Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin" below.

Because the Company's assets and liabilities are not identical in duration and in repricing dates, the differential between the two is vulnerable to changes in market interest rates as well as the overall shape of the yield curve. These vulnerabilities are inherent to the business of banking and are commonly referred to as "interest-rate risk." How interest-rate risk is measured and, once measured, how much interest-rate risk is taken are based on numerous assumptions and other subjective judgments. See the discussion in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.

The quality of the Company's assets also influences its earnings. Loans and leases that are not paid on a timely basis and exhibit other weaknesses can result in the loss of principal and/or interest income. Additionally, the Company must make timely provisions to the allowance for loan and lease losses based on estimates of probable losses inherent in the loan and lease portfolio. These additions, which are charged against earnings, are necessarily greater when greater probable losses are expected. Further, the Company incurs expenses as a result of resolving troubled assets. These variables reflect the "credit risk" that the Company takes on in the ordinary course of business and are further discussed under "Financial Condition—Asset Quality" above.

Net Interest Income

Net interest income increased $0.9 million to $63.2 million for the three months ended September 30, 2019 from $62.3 million for the three months ended September 30, 2018. This increase reflects a $7.7 million increase in interest income on loans and leases, partially offset by a $0.4 million decrease in interest income on investment securities and a $6.4 million increase in interest expense on deposit and borrowings, which is reflective of the various portfolios repricing and replacing balances into the current interest rate environment. Refer to “Results of Operations - Comparison of the Three-Month Period Ended September 30, 2019 and September 30, 2018 — Interest Income” and “Results of Operations - Comparison of the Three-Month Period Ended September 30, 2019 and September 30, 2018 — Interest Expense Deposit and Borrowed Funds” below for more details.

Net interest income increased $4.8 million to $189.4 million for the nine months ended September 30, 2019 from $184.5 million for the nine months ended September 30, 2018. This overall increase reflects a $30.6 million increase in interest income on loans and leases, partially offset by a $0.7 million decrease in interest income on investment securities and a $25.0 million increase in interest expense on deposit and borrowings, which is reflective of the various portfolios repricing and replacing balances into the current interest rate environment. Refer to “Results of Operations - Comparison of the Nine-Month Period Ended September 30, 2019 and September 30, 2018 — Interest Income” and “Results of Operations - Comparison of the Nine-Month Period Ended September 30, 2019 and September 30, 2018 — Interest Expense Deposit and Borrowed Funds” below for more details.

Net interest margin decreased by 12 basis points to 3.45% for the three months ended September 30, 2019 from 3.57% for the three months ended September 30, 2018. The Company's weighted average interest rate on loans (prior to purchase accounting adjustments) increased to 5.08% for the three months ended September 30, 2019 from 4.92% for the three months ended September 30, 2018. Interest amortization and accretion on acquired loans totaled $0.1 million and contributed 1 basis point to loan yields during the three months ended September 30, 2019 compared to $0.3 million, or 2 basis points, for the three months ended September 30, 2018. The decrease in net interest margin over the period is a result of most asset categories being fully repriced into the current rate environment, while deposit costs continue to rise due to market competition and shifting demand for non maturity versus time deposits.

Net interest margin decreased by 8 basis points to 3.54% for the nine months ended September 30, 2019 from 3.62% for the nine months ended September 30, 2018. The Company's weighted average interest rate on loans (prior to purchase accounting adjustments) increased to 5.10% for the nine months ended September 30, 2019 from 4.77% for the nine months

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ended September 30, 2018. Interest amortization and accretion on acquired loans totaled $0.3 million and contributed 1 basis point to loan yields during the nine months ended September 30, 2019 compared to $0.6 million, or 1 basis point, for the nine months ended September 30, 2018. The decrease in net interest margin over the period is a result of most asset categories being fully repriced into the current rate environment, while deposit costs continue to rise due to market competition and shifting demand for non maturity versus time deposits.

The yield on interest-earning assets increased to 4.83% for the three months ended September 30, 2019 from 4.65% for the three months ended September 30, 2018. This increase is the result of higher yields on loans and leases, partially offset by lower yields on investments. During the three months ended September 30, 2019, the Company recorded $0.9 million in prepayment penalties and late charges, which contributed 5 basis points to yields on interest-earning assets in the three months ended September 30, 2019, compared to $0.9 million, or 5 basis points, for the three months ended September 30, 2018.

The yield on interest-earning assets increased to 4.85% for the nine months ended September 30, 2019 from 4.51% for the nine months ended September 30, 2018. This increase is the result of higher yields on loans and leases and investments. During the nine months ended September 30, 2019, the Company recorded $2.9 million in prepayment penalties and late charges, which contributed 5 basis points to yields on interest-earning assets in the nine months ended September 30, 2019, compared to $2.4 million, or 5 basis points, for the nine months ended September 30, 2018.

The overall cost of funds (including non-interest-bearing demand checking accounts) increased 32 basis points to 1.47% for the three months ended September 30, 2019 from 1.15% for the three months ended September 30, 2018. The overall cost of funds (including non-interest-bearing demand checking accounts) increased 46 basis points to 1.44% for the nine months ended September 30, 2019 from 0.98% for the nine months ended September 30, 2018. Refer to "Financial Condition - Borrowed Funds" above for more details.

Management seeks to position the balance sheet to be neutral to asset sensitive to changes in interest rates. Since the end of 2016, short term interest rates have risen while at the same time net interest income, net interest spread, and net interest margin have also increased. In general, the Company's balance sheet position should respond positively in a rising interest rate environment and when the rate curves are steepening which should result in a positive impact to net interest income, net interest spread, and the net interest margin. A declining interest rate or flattening yield curve environment is expected to have a negative impact on the Company's yields and net interest margin. Additional risk factors include, but are not limited to: ongoing pricing pressures in both the loan and deposit portfolios, the ability to increase the Company's core deposits, decrease its loan-to-deposit ratio, and decrease its reliance on FHLBB advances. Net interest income may also be negatively affected by changes in the amount of accretion on acquired loans and leases, deposits and borrowed funds, which are included in interest income and interest expense, respectively.

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Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin

The following table sets forth information about the Company's average balances, interest income and interest rates earned on average interest-earning assets, interest expense and interest rates paid on average interest-bearing liabilities, interest-rate spread and net interest margin for the three and nine months ended September 30, 2019 and September 30, 2018. Average balances are derived from daily average balances and yields include fees, costs and purchase-accounting-related premiums and discounts which are considered adjustments to coupon yields in accordance with GAAP. Certain amounts previously reported have been reclassified to conform to the current presentation.

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	Three Months Ended
	September 30, 2019							September 30, 2018
	Average Balance			Interest (1)		Average Yield/ Cost		Average Balance			Interest (1)		Average Yield/ Cost
	(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities	$	573,389		$	3,027	2.11	%	$	663,125		$	3,638	2.20	%
Marketable and restricted equity securities	59,638			885		5.94	%	67,607			1,029		6.09	%
Short-term investments	70,707			487		2.76	%	31,061			145		1.87	%
Total investments	703,734			4,399		2.50	%	761,793			4,812		2.53	%
Commercial real estate loans ⁽²⁾	3,539,485			41,724		4.61	%	3,260,634			37,332		4.48	%
Commercial loans ⁽²⁾	838,092			10,291		4.81	%	819,383			9,862		4.72	%
Equipment financing ⁽²⁾	1,019,179			18,519		7.27	%	933,007			16,220		6.95	%
Residential mortgage loans ⁽²⁾	776,482			8,215		4.23	%	756,421			7,648		4.04	%
Other consumer loans ⁽²⁾	415,082			4,917		4.69	%	412,248			4,928		4.73	%
Total loans and leases	6,588,320			83,666		5.08	%	6,181,693			75,990		4.92	%
Total interest-earning assets	7,292,054			88,065		4.83	%	6,943,486			80,802		4.65	%
Allowance for loan and lease losses	(59,386		)					(58,576		)
Non-interest-earning assets	513,824							417,503
Total assets	$	7,746,492						$	7,302,413
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts	$	335,091		129		0.15	%	$	344,760		72		0.08	%
Savings accounts	600,609			820		0.54	%	599,514			472		0.31	%
Money market accounts	1,683,548			5,413		1.28	%	1,668,402			4,367		1.04	%
Certificate of deposit	2,000,941			11,938		2.37	%	1,612,551			7,005		1.72	%
Total interest-bearing deposits ⁽³⁾	4,620,189			18,300		1.57	%	4,225,227			11,916		1.12	%
Advances from the FHLBB	759,738			4,859		2.50	%	907,306			4,979		2.15	%
Subordinated debentures and notes	83,530			1,300		6.22	%	83,370			1,301		6.24	%
Other borrowed funds	79,620			211		1.05	%	56,918			108		0.75	%
Total borrowed funds	922,888			6,370		2.70	%	1,047,594			6,388		2.39	%
Total interest-bearing liabilities	5,543,077			24,670		1.77	%	5,272,821			18,304		1.38	%
Non-interest-bearing liabilities:
Non-interest-bearing demand checking accounts	1,096,788							1,023,610
Other non-interest-bearing liabilities	178,564							107,449
Total liabilities	6,818,429							6,403,880
Brookline Bancorp, Inc. stockholders' equity	928,063							889,259
Noncontrolling interest in subsidiary	—							9,274
Total liabilities and stockholders' equity	$	7,746,492						$	7,302,413
Net interest income (tax-equivalent basis) / Interest-rate spread ⁽⁴⁾				63,395		3.06	%				62,498		3.27	%
Less adjustment of tax-exempt income				159							166
Net interest income				$	63,236						$	62,332
Net interest margin ⁽⁵⁾						3.45	%						3.57	%

_________________________________________________________________________

(1) Tax-exempt income on debt securities, equity securities and industrial revenue bonds are included in commercial real estate loans on a tax-equivalent basis.

(2) Loans on nonaccrual status are included in the average balances.

(3) Including non-interest-bearing checking accounts, the average interest rate on total deposits was 1.27% and 0.90% in the three months ended September 30, 2019 and September 30, 2018, respectively.

(4) Interest-rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(5) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

Table of Contents



	Nine Months Ended
	September 30, 2019							September 30, 2018
	Average Balance			Interest (1)		Average Yield/ Cost		Average Balance			Interest (1)		Average Yield/ Cost
	(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities	$	591,535		$	9,526	2.15	%	$	658,993		$	10,632	2.15	%
Marketable and restricted equity securities	59,747			2,693		6.01	%	67,056			2,956		5.88	%
Short-term investments	49,833			1,105		2.96	%	34,295			444		1.73	%
Total investments	701,115			13,324		2.53	%	760,344			14,032		2.46	%
Commercial real estate loans ⁽²⁾	3,454,996			123,106		4.70	%	3,209,798			107,133		4.40	%
Commercial loans ⁽²⁾	814,392			29,773		4.82	%	809,849			27,609		4.50	%
Equipment financing ⁽²⁾	1,004,363			54,795		7.27	%	905,345			46,823		6.90	%
Residential mortgage loans ⁽²⁾	776,440			24,524		4.21	%	740,507			21,933		3.95	%
Other consumer loans ⁽²⁾	413,645			15,155		4.89	%	400,304			13,333		4.45	%
Total loans and leases	6,463,836			247,353		5.10	%	6,065,803			216,831		4.77	%
Total interest-earning assets	7,164,951			260,677		4.85	%	6,826,147			230,863		4.51	%
Allowance for loan and lease losses	(58,759		)					(58,935		)
Non-interest-earning assets	479,046							401,999
Total assets	$	7,585,238						$	7,169,211
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts	$	337,671		321		0.13	%	$	342,418		195		0.08	%
Savings accounts	609,284			2,154		0.47	%	619,317			1,278		0.28	%
Money market accounts	1,681,594			16,259		1.29	%	1,735,710			10,455		0.81	%
Certificate of deposit	1,932,625			33,226		2.30	%	1,428,799			16,306		1.53	%
Total interest-bearing deposits ⁽³⁾	4,561,174			51,960		1.52	%	4,126,244			28,234		0.91	%
Advances from the FHLBB	758,992			14,294		2.48	%	960,399			13,423		1.84	%
Subordinated debentures and notes	83,491			3,913		6.25	%	83,330			3,879		6.21	%
Other borrowed funds	84,477			640		1.01	%	46,643			273		0.78	%
Total borrowed funds	926,960			18,847		2.68	%	1,090,372			17,575		2.13	%
Total interest-bearing liabilities	5,488,134			70,807		1.72	%	5,216,616			45,809		1.17	%
Non-interest-bearing liabilities:
Non-interest-bearing demand checking accounts	1,046,683							986,763
Other non-interest-bearing liabilities	141,305							92,280
Total liabilities	6,676,122							6,295,659
Brookline Bancorp, Inc. stockholders' equity	908,994							864,675
Noncontrolling interest in subsidiary	122							8,877
Total liabilities and stockholders' equity	$	7,585,238						$	7,169,211
Net interest income (tax-equivalent basis) / Interest-rate spread ⁽⁴⁾				189,870		3.13	%				185,054		3.34	%
Less adjustment of tax-exempt income				501							514
Net interest income				$	189,369						$	184,540
Net interest margin ⁽⁵⁾						3.54	%						3.62	%

_________________________________________________________________________

(1) Tax-exempt income on debt securities, equity securities and industrial revenue bonds are included in commercial real estate loans on a tax-equivalent basis.

(2) Loans on nonaccrual status are included in the average balances.

(3) Including non-interest-bearing checking accounts, the average interest rate on total deposits was 1.24% and 0.74% in the nine months ended September 30, 2019 and September 30, 2018, respectively.

(4) Interest-rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.

(5) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.

Table of Contents

Rate/Volume Analysis

The following table presents, on a tax-equivalent basis, the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.



	Three Months Ended September 30, 2019 as Compared to the Three Months Ended September 30, 2018									Nine Months Ended September 30, 2019 as Compared to the Nine Months Ended September 30, 2018
	Increase (Decrease) Due To									Increase (Decrease) Due To
	Volume			Rate			Net Change			Volume			Rate			Net Change
	(In Thousands)
Interest and dividend income:
Investments:
Debt securities	$	(469	)	$	(142	)	$	(611	)	$	(1,106	)	$	—		$	(1,106	)
Marketable and restricted equity securities	(119		)	(25		)	(144		)	(327		)	64			(263		)
Short-term investments	249			93			342			257			404			661
Total investments	(339		)	(74		)	(413		)	(1,176		)	468			(708		)
Loans and leases:
Commercial real estate loans	3,279			1,113			4,392			8,440			7,533			15,973
Commercial loans and leases	234			195			429			158			2,006			2,164
Equipment financing	1,534			765			2,299			5,349			2,623			7,972
Residential mortgage loans	204			363			567			1,100			1,491			2,591
Other consumer loans	32			(43		)	(11		)	459			1,363			1,822
Total loans	5,283			2,393			7,676			15,506			15,016			30,522
Total change in interest and dividend income	4,944			2,319			7,263			14,330			15,484			29,814
Interest expense:
Deposits:
NOW accounts	(2		)	59			57			(3		)	129			126
Savings accounts	1			347			348			(21		)	897			876
Money market accounts	40			1,006			1,046			(333		)	6,137			5,804
Certificate of deposit	1,920			3,013			4,933			6,971			9,949			16,920
Total deposits	1,959			4,425			6,384			6,614			17,112			23,726
Borrowed funds:
Advances from the FHLBB	(860		)	740			(120		)	(3,131		)	4,002			871
Subordinated debentures and notes	3			(4		)	(1		)	8			26			34
Other borrowed funds	51			52			103			269			98			367
Total borrowed funds	(806		)	788			(18		)	(2,854		)	4,126			1,272
Total change in interest expense	1,153			5,213			6,366			3,760			21,238			24,998
Change in tax-exempt income	(7		)	—			(7		)	(13		)	—			(13		)
Change in net interest income	$	3,798		$	(2,894	)	$	904		$	10,583		$	(5,754	)	$	4,829

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Interest Income

Loans and Leases



	Three Months Ended September 30,				Dollar Change			Percent Change		Nine Months Ended September 30,				Dollar Change		Percent Change
	2019		2018		Dollar Change			Percent Change		2019		2018		Dollar Change		Percent Change
	(Dollars in Thousands)
Interest income—loans and leases:
Commercial real estate loans	$	41,723	$	37,333	$	4,390		11.8	%	$	123,106	$	107,134	$	15,972	14.9	%
Commercial loans	10,190		9,748		442			4.5	%	29,456		27,255		2,201		8.1	%
Equipment financing	18,520		16,221		2,299			14.2	%	54,795		46,823		7,972		17.0	%
Residential mortgage loans	8,215		7,648		567			7.4	%	24,524		21,933		2,591		11.8	%
Other consumer loans	4,918		4,927		(9		)	(0.2	)%	15,155		13,333		1,822		13.7	%
Total interest income—loans and leases	$	83,566	$	75,877	$	7,689		10.1	%	$	247,036	$	216,478	$	30,557	14.1	%

Interest income from loans and leases was $83.6 million for the three months ended September 30, 2019, and represented a yield on total loans of 5.08%. This compares to $75.9 million of interest on loans and a yield of 4.92% for September 30, 2018. The $7.7 million increase in interest income from loans and leases was primarily attributable to $5.3 million in origination volume and $2.4 million in a change in interest rates.

Accretion on acquired loans and leases totaled $0.1 million, or 1 basis point to the Company's net interest margin for the three months ended September 30, 2019, compared to $0.3 million and 2 basis points for the three months ended September 30, 2018.

Interest income from loans and leases was $247.0 million for the nine months ended September 30, 2019, and represented a yield on total loans of 5.10%. This compares to $216.5 million of interest on loans and a yield of 4.77% for September 30, 2018. The $30.5 million increase in interest income from loans and leases was primarily attributable to an increase of $15.5 million due to an increase in origination volume and an increase of $15.0 million due to the changes in interest rates.

Accretion on acquired loans and leases totaled $0.3 million, or 1 basis point to the Company's net interest margin for the nine months ended September 30, 2019, compared to $0.6 million and 1 basis point for the nine months ended September 30, 2018.

Investments



	Three Months Ended September 30,				Dollar Change			Percent Change		Nine Months Ended September 30,				Dollar Change			Percent Change
	2019		2018		Dollar Change			Percent Change		2019		2018		Dollar Change			Percent Change
	(Dollars in Thousands)
Interest income—investments:
Debt securities	$	2,977	$	3,585	$	(608	)	(17.0	)%	$	9,371	$	10,471	$	(1,100	)	(10.5	)%
Marketable and restricted equity securities	876		1,029		(153		)	(14.9	)%	2,664		2,956		(292		)	(9.9	)%
Short-term investments	487		145		342			235.9	%	1,105		444		661			148.9	%
Total interest income—investments	$	4,340	$	4,759	$	(419	)	(8.8	)%	$	13,140	$	13,871	$	(731	)	(5.3	)%

Total investment income was $4.3 million for the three months ended September 30, 2019 compared to $4.8 million for the three months ended September 30, 2018. As of September 30, 2019 and 2018, the yield on total investments was 2.5%. The year over year decrease in interest income on investments of $419 thousand, or 8.8%, was primarily driven by a $74 thousand decrease due to rates and a $339 thousand decrease due to volume.

Total investment income was $13.1 million and $13.9 million for the nine months ended September 30, 2019 and September 30, 2018, respectively. For the nine months ended September 30, 2019 and 2018, the yield on total investments was 2.5%. The year-over-year decrease in interest income on investments of $731 thousand, or 5.3%, was primarily driven by a $468 thousand increase due to rates and a $1,176 thousand decrease due to volume.

Table of Contents

Interest Expense—Deposits and Borrowed Funds



	Three Months Ended September 30,				Dollar Change			Percent Change		Nine Months Ended September 30,				Dollar Change		Percent Change
	2019		2018		Dollar Change			Percent Change		2019		2018		Dollar Change		Percent Change
	(Dollars in Thousands)
Interest expense:
Deposits:
NOW accounts	$	129	$	72	$	57		79.2	%	$	321	$	195	$	126	64.6	%
Savings accounts	820		472		348			73.7	%	2,154		1,278		876		68.5	%
Money market accounts	5,413		4,367		1,046			24.0	%	16,259		10,455		5,804		55.5	%
Certificates of deposit	11,938		7,005		4,933			70.4	%	33,226		16,306		16,920		103.8	%
Total interest expense - deposits	18,300		11,916		6,384			53.6	%	51,960		28,234		23,726		84.0	%
Borrowed funds:
Advances from the FHLBB	4,859		4,979		(120		)	(2.4	)%	14,294		13,423		871		6.5	%
Subordinated debentures and notes	1,300		1,301		(1		)	(0.1	)%	3,913		3,879		34		0.9	%
Other borrowed funds	211		108		103			95.4	%	640		273		367		134.4	%
Total interest expense - borrowed funds	6,370		6,388		(18		)	(0.3	)%	18,847		17,575		1,272		7.2	%
Total interest expense	$	24,670	$	18,304	$	6,366		34.8	%	$	70,807	$	45,809	$	24,998	54.6	%

Deposits

For the three months ended September 30, 2019, interest expense on deposits increased $6.4 million, or 53.6%, as compared to the same period in 2018. Interest expense increased $4.4 million due to an increase in interest rates and $2.0 million due to the growth in deposits. Purchase accounting amortization on acquired deposits for the three months ended September 30, 2019 was $66 thousand and no basis points, compared to $245 thousand and 1 basis point for the three months ended September 30, 2018.

Interest expense on deposits increased $23.7 million, or 84.0%, to $52.0 million for the nine months ended September 30, 2019 from $28.2 million for the nine months ended September 30, 2018. The increase in interest expense on deposits was due to a $17.1 million increase due to rate increases and a $6.6 million increase due to growth in deposits. Purchase accounting amortization on acquired deposits for the nine months ended September 30, 2019 was $316 thousand and 1 basis point, compared to $572 thousand and 1 basis point for the nine months ended September 30, 2018.

Borrowed Funds

During the three months ended September 30, 2019, interest paid on borrowed funds remained consistent at $6.4 million year over year. The cost of borrowed funds increased to 2.70% for the three months ended September 30, 2019 from 2.39% for the three months ended September 30, 2018. For the three months ended September 30, 2019, there was purchase accounting accretion of $14.0 thousand and no basis points on acquired borrowed funds compared to accretion of $15 thousand and zero basis points for the three months ended September 30, 2018.

Interest expense on borrowed funds increased by $1.3 million, or 7.2%, to $18.8 million for the nine months ended September 30, 2019 from $17.6 million for the nine months ended September 30, 2018. The cost of borrowed funds increased to 2.68% for the nine months ended September 30, 2019 from 2.13% for the nine months ended September 30, 2018. The increase in interest expense was driven by an increase of $4.1 million due to borrowing rates, partially offset by a decrease of $2.9 million due to volume. For the nine months ended September 30, 2019, there was purchase accounting accretion of $43 thousand and no basis points on acquired borrowed funds compared to accretion of $46 thousand and zero basis points for the nine months ended September 30, 2018.

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Provision for Credit Losses

The provisions for credit losses are set forth below:



	Three Months Ended September 30,				Dollar Change			Percent Change		Nine Months Ended September 30,						Dollar Change			Percent Change
	2019		2018		Dollar Change			Percent Change		2019			2018			Dollar Change			Percent Change
	(Dollars in Thousands)
Provision for loan and lease losses:
Commercial real estate	$	361	$	319	$	42		13.2	%	$	842		$	355		$	487		(137.2	)%
Commercial	463		2,217		(1,754		)	(79.1	)%	4,744			4,840			(96		)	(2.0	)%
Consumer	42		44		(2		)	4.5	%	406			(391		)	797			(203.8	)%
Total provision for loan and lease losses	866		2,580		(1,714		)	(66.4	)%	5,992			4,804			1,188			24.7	%
Unfunded credit commitments	5		137		(132		)	(96.4	)%	(11		)	24			(35		)	(145.8	)%
Total provision for credit losses	$	871	$	2,717	$	(1,846	)	(67.9	)%	$	5,981		$	4,828		$	1,153		23.9	%

For the three months ended September 30, 2019, the provision for credit losses decreased $1.8 million, or 67.9%, to $0.9 million from $2.7 million for the three months ended September 30, 2018. The decrease in the provision for credit losses for the three months ended September 30, 2019 was primarily driven by the decrease in net charge-offs and changes in historical loss factors, partially offset by the increase in reserves for loan growth during the third quarter of 2019.

For the nine months ended September 30, 2019, the provision for credit losses increased $1.2 million, or 23.9%, to $6.0 million from $4.8 million for the nine months ended September 30, 2018. The increase in the provision for credit losses for the nine months ended September 30, 2019 was primarily driven by an increase in net charge-offs, partially offset by the decrease in reserves due to changes in historical loss factors during the first nine months of 2019.

See management’s discussion of “Financial Condition — Allowance for Loan and Lease Losses” and Note 5, “Allowance for Loan and Lease Losses,” to the unaudited consolidated financial statements for a description of how management determined the allowance for loan and lease losses for each portfolio and class of loans.

Non-Interest Income

The following table sets forth the components of non-interest income:



	Three Months Ended September 30,					Dollar Change			Percent Change		Nine Months Ended September 30,				Dollar Change			Percent Change
	2019			2018		Dollar Change			Percent Change		2019		2018		Dollar Change			Percent Change
	(Dollars in Thousands)
Deposit fees	$	2,710		$	2,648	$	62		2.3	%	$	7,913	$	7,731	$	182		2.4	%
Loan fees	719			417		302			72.4	%	1,530		1,037		493			47.5	%
Loan level derivative income, net	2,251			2,192		59			2.7	%	5,768		3,629		2,139			58.9	%
Gain (loss) on investment securities	(116		)	—		(116		)	100.0	%	375		1,162		(787		)	(67.7	)%
Gain on sales of loans and leases held-for-sale	550			535		15			2.8	%	1,400		1,556		(156		)	(10.0	)%
Other	1,815			1,277		538			42.1	%	5,051		3,648		1,403			38.5	%
Total non-interest income	$	7,929		$	7,069	$	860		12.2	%	$	22,037	$	18,763	$	3,274		17.4	%

For the three months ended September 30, 2019, non-interest income increased $0.9 million, or 12.2%, to $7.9 million as compared to $7.1 million for the same period of 2018. This increase is primarily due to a $0.5 million increase in other income, and a $0.3 million increase in loan fees.

For the nine months ended September 30, 2019, non-interest income increased $3.3 million, or 17.4%, to $22.0 million as compared to $18.8 million for the same period in 2018. This increase is primarily due to a $2.1 million increase in loan level

Table of Contents

derivative income and a $1.4 million increase in other income, partially offset by a $0.8 million decrease in gain on sales of investment securities.

Loan level derivative income increased $0.1 million, or 2.7%, to $2.3 million for the three months ended September 30, 2019 from $2.2 million for the same period in 2018 and increased $2.1 million, or 58.9%, to $5.8 million for the nine months ended September 30, 2019 from $3.6 million for the same period in 2018, primarily driven by an increase of two and eight loan level derivative transactions completed for the three and nine months ended September 30, 2019, respectively.

Gain (loss) on investment securities decreased $0.1 million, or 100.0%, to a loss of $0.1 million for the three months ended September 30, 2019 from zero for the same period in 2018, primarily driven by equity securities held for trading in the third quarter of 2019, as compared to no equity securities held for trading for the same period in 2018 and decreased $0.8 million, or 67.7%, to $0.4 million for the nine months ended September 30, 2019 from $1.2 million for the same period in 2018, primarily driven by restricted equity securities sold in 2018.

Other income increased $0.5 million, or 42.1%, to $1.8 million for the three months ended September 30, 2019 from $1.3 million for the same period in 2018, and increased $1.4 million, or 38.5% to $5.1 million for the nine months ended September 30, 2019 from $3.6 million for the same period in 2018, primarily driven by an increase in gain on interest rate derivatives, agency commissions insurance and foreign exchange outgoing wire income.

Non-Interest Expense

The following table sets forth the components of non-interest expense:



	Three Months Ended September 30,				Dollar Change			Percent Change		Nine Months Ended September 30,				Dollar Change			Percent Change
	2019		2018		Dollar Change			Percent Change		2019		2018		Dollar Change			Percent Change
	(Dollars in Thousands)
Compensation and employee benefits	$	24,871	$	22,338	$	2,533		11.3	%	$	72,567	$	67,217	$	5,350		8.0	%
Occupancy	3,895		3,913		(18		)	(0.5	)%	11,594		11,751		(157		)	(1.3	)%
Equipment and data processing	4,749		4,601		148			3.2	%	14,051		13,587		464			3.4	%
Professional services	1,083		1,075		8			0.7	%	3,246		3,274		(28		)	(0.9	)%
FDIC insurance	54		846		(792		)	(93.6	)%	1,392		1,995		(603		)	(30.2	)%
Advertising and marketing	1,035		1,068		(33		)	(3.1	)%	3,216		3,243		(27		)	(0.8	)%
Amortization of identified intangible assets	421		537		(116		)	(21.6	)%	1,243		1,543		(300		)	(19.4	)%
Merger and restructuring expense	1,125		22		1,103			5,013.6	%	1,125		3,261		(2,136		)	(65.5	)%
Other	2,958		2,910		48			1.6	%	10,232		9,079		1,153			12.7	%
Total non-interest expense	$	40,191	$	37,310	$	2,881		7.7	%	$	118,666	$	114,950	$	3,716		3.2	%

For the three months ended September 30, 2019, non-interest expense increased $2.9 million, or 7.7%, to $40.2 million as compared to $37.3 million for the same period in 2018. The increase is due to a $2.5 million increase in compensation and employee benefits expense, and a $1.1 million increase in merger and restructuring expense, partially offset by a decrease of $0.8 million in FDIC insurance.

For the nine months ended September 30, 2019, non-interest expense increased $3.7 million, or 3.2%, to $118.7 million million as compared to $115.0 million for the same period in 2018. This increase is primarily due to a $5.4 million increase in compensation and employee benefits expense, and a $1.2 million increase in other expense, partially offset by a $2.1 million decrease in merger and restructuring expense and a decrease of $0.6 million in FDIC insurance.

Compensation and employee benefits expense increased $2.5 million, or 11.3%, to $24.9 million for the three months ended September 30, 2019 from $22.3 million for the same period in 2018, and increased $5.4 million, or 8.0%, to $72.6 million for the nine months ended September 30, 2019 from $67.2 million for the same period in 2018, primarily driven by increases in employee headcount and salaries.

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FDIC insurance expense decreased $0.8 million, or 93.6%, to $54.0 thousand for the three months ended September 30, 2019 from $0.8 million for the same period in 2018, and decreased $0.6 million, or 30.2%, to $1.4 million for the nine months ended September 30, 2019 from $2.0 million for the same period in 2018, primarily driven by FDIC bank assessment credits.

Merger and restructuring expense increased $1.1 million, or 5,013.6%, to $1.1 million for the three months ended September 30, 2019 from $22 thousand for the same period in 2018, and decreased $2.1 million, or 65.5%, to $1.1 million for the nine months ended September 30, 2019 from $3.3 million for the same period in 2018, due to the First Ipswich Bank charter consolidation and the First Commons Bank acquisition in 2018.

Other non-interest expense increased $48.0 thousand, or 1.6%, to $3.0 million for the three months ended September 30, 2019 from $2.9 million for the same period in 2018, and increased $1.2 million, or 12.7%, to $10.2 million for the nine months ended September 30, 2019 from $9.1 million for the same period in 2018, primarily due to increases in loan workout expense, deferred loan expense, and charitable contributions.

Provision for Income Taxes



	Three Months Ended September 30,						Dollar Change			Percent Change		Nine Months Ended September 30,						Dollar Change		Percent Change
	2019			2018			Dollar Change			Percent Change		2019			2018			Dollar Change		Percent Change
	(Dollars in Thousands)
Income before provision for income taxes	$	30,103		$	29,374		$	729		2.5	%	$	86,759		$	83,525		$	3,234	3.9	%
Provision for income taxes	7,507			6,140			1,367			22.3	%	21,182			19,134			2,048		10.7	%
Net income, before non-controlling interest in subsidiary	$	22,596		$	23,234		$	(638	)	(2.7	)%	$	65,577		$	64,391		$	1,186	1.8	%
Effective tax rate	24.9		%	20.9		%	N/A			19.1	%	24.4		%	22.9		%	N/A		6.6	%

The Company recorded income tax expense of $7.5 million for the three months ended September 30, 2019, compared to $6.1 million for the three months ended September 30, 2018, representing effective tax rates of 24.9% and 20.9%, respectively.

The Company recorded income tax expense of $21.2 million for the nine months ended September 30, 2019, compared to $19.1 million for the nine months ended September 30, 2018, representing effective tax rates of 24.4% and 22.9%, respectively.

The changes in the Company's effective tax rate for the three and nine months ended September 30, 2019 and 2018 were primarily driven by the changes in discrete items that were recognized during each period.

Liquidity and Capital Resources

Liquidity

Liquidity is defined as the ability to meet current and future financial obligations of a short-term nature. The Company further defines liquidity as the ability to respond to the needs of depositors and borrowers, as well as to earnings enhancement opportunities, in a changing marketplace. Liquidity management is monitored by an Asset/Liability Committee ("ALCO"), consisting of members of management, which is responsible for establishing and monitoring liquidity targets as well as strategies and tactics to meet these targets.

The primary source of funds for the payment of dividends and expenses by the Company is dividends paid to it by the Banks and Brookline Securities Corp. The primary sources of liquidity for the Banks consist of deposit inflows, loan repayments, borrowed funds, and maturing investment securities.

Deposits, which are considered the most stable source of liquidity, totaled $5.7 billion as of September 30, 2019 and represented 85.3% of total funding (the sum of total deposits and total borrowings), compared to deposits of $5.5 billion, or 85.6% of total funding, as of December 31, 2018. Core deposits, which consist of demand checking, NOW, savings and money market accounts, totaled $3.7 billion as of September 30, 2019 and represented 64.9% of total deposits, compared to core deposits of $3.7 billion, or 67.2% of total deposits, as of December 31, 2018. Additionally, the Company had $338.2 million of brokered deposits as of September 30, 2019, which represented 5.9% of total deposits, compared to $350.7 million or 6.4% of total deposits, as of December 31, 2018. The Company offers attractive interest rates based on market conditions to increase deposits balances, while managing cost of funds.

Borrowings are used to diversify the Company's funding mix and to support asset growth. When profitable lending and investment opportunities exist, access to borrowings provides a means to grow the balance sheet. Borrowings totaled $986.4

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million as of September 30, 2019, representing 14.7% of total funding, compared to $920.5 million, or 14.4% of total funding, as of December 31, 2018.

As members of the FHLBB, the Banks have access to both short- and long-term borrowings. As of September 30, 2019, the Company's total borrowing limit from the FHLBB for advances and repurchase agreements was $2.1 billion, compared to $2.1 billion as of December 31, 2018, based on the level of qualifying collateral available for these borrowings.

As of September 30, 2019, the Banks also have access to funding through certain uncommitted lines of credit of $475.0 million.

The Company had a $12.0 million committed line of credit for contingent liquidity as of September 30, 2019. As of September 30, 2019, the Company did not have any borrowings on this committed line of credit outstanding.

The Company has access to the Federal Reserve Bank's "discount window" to supplement its liquidity. The Company has $115.3 million of borrowing capacity at the Federal Reserve Bank as of September 30, 2019. As of September 30, 2019, the Company did not have any outstanding borrowings with the Federal Reserve Bank.

Additionally, the Banks have access to liquidity through repurchase agreements and brokered deposits.

In general, the Company seeks to maintain a high degree of liquidity and targets cash, cash equivalents and investment securities available-for-sale balances of between 0% and 10% of total assets. As of September 30, 2019, cash, cash equivalents and investment securities available-for-sale totaled $645.9 million, or 8.2% of total assets. This compares to $592.4 million, or 8.0% of total assets as of December 31, 2018.

While management believes that the Company has adequate liquidity to meet its commitments and to fund the Banks' lending and investment activities, the availabilities of these funding sources are subject to broad economic conditions and could be restricted in the future. Such restrictions would impact the Company's immediate liquidity and/or additional liquidity needs.

Off-Balance-Sheet Financial Instruments

The Company is party to off-balance-sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credit and interest-rate swaps. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received.

The contract amounts reflect the extent of the involvement the Company has in particular classes of these instruments. Such commitments involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amount recognized in the consolidated balance sheet. The Company’s exposure to credit loss in the event of non-performance by the counterparty is represented by the contractual amount of the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

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Financial instruments with off-balance-sheet risk at the dates indicated follow:



	At September 30, 2019		At December 31, 2018
	(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:
Commercial real estate	$	75,280	$	76,642
Commercial	77,395		75,713
Residential mortgage	63,229		16,363
Unadvanced portion of loans and leases	795,285		707,997
Unused lines of credit:
Home equity	515,589		487,476
Other consumer	35,923		50,404
Other commercial	393		347
Unused letters of credit:
Financial standby letters of credit	10,521		11,491
Performance standby letters of credit	3,696		3,075
Commercial and similar letters of credit	4,648		4,573
Loan level derivatives:
Receive fixed, pay variable	992,476		714,500
Pay fixed, receive variable	992,476		714,500
Risk participation-out agreements	177,155		100,531
Risk participation-in agreements	56,096		35,838
Foreign exchange contracts:
Buys foreign currency, sells U.S. currency	1,315		6,573
Sells foreign currency, buys U.S. currency	1,420		6,582

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Capital Resources

As of September 30, 2019, the Company and the Banks are each under the primary regulation of, and must comply with, the capital requirements of the FRB. Under these rules, the Company and the Banks are each required to maintain a minimum common equity Tier 1 capital to risk-weighted assets ratio of 4.5%, a minimum total Tier 1 capital to risk-weighted assets ratio of 6.0%, a minimum total capital to risk-weighted assets ratio of 8% and a minimum leverage ratio of 4%. Additionally, the Company and the Bank are required to establish a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases. As of September 30, 2019, the Company and the Banks exceeded all regulatory capital requirements, and the Banks were each considered “well-capitalized” under prompt corrective action regulations.

The following table presents actual and required capital amounts and capital ratios as of September 30, 2019 for the Company and the Banks.



	Actual				Minimum Required for Capital Adequacy Purposes				Minimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer				Minimum Required to be Considered “Well-Capitalized” Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
At September 30, 2019:
Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio ⁽¹⁾	$	766,645	11.26	%	$	306,386	4.50	%	$	476,600	7.00	%	N/A		N/A
Tier 1 leverage capital ratio ⁽²⁾	776,196		10.24	%	303,202		4.00	%	303,202		4.00	%	N/A		N/A
Tier 1 risk-based capital ratio ⁽³⁾	776,196		11.41	%	408,166		6.00	%	578,235		8.50	%	N/A		N/A
Total risk-based capital ratio ⁽⁴⁾	911,179		13.39	%	544,394		8.00	%	714,517		10.50	%	N/A		N/A
Brookline Bank
Common equity Tier 1 capital ratio ⁽¹⁾	$	511,015	11.42	%	$	201,363	4.50	%	$	313,232	7.00	%	$	290,858	6.50	%
Tier 1 leverage capital ratio ⁽²⁾	511,015		10.53	%	194,118		4.00	%	194,118		4.00	%	242,647		5.00	%
Tier 1 risk-based capital ratio ⁽³⁾	511,015		11.42	%	268,484		6.00	%	380,353		8.50	%	357,979		8.00	%
Total risk-based capital ratio ⁽⁴⁾	551,310		12.32	%	357,994		8.00	%	469,866		10.50	%	447,492		10.00	%
BankRI
Common equity Tier 1 capital ratio ⁽¹⁾	$	228,789	11.31	%	$	91,030	4.50	%	$	141,602	7.00	%	$	131,488	6.50	%
Tier 1 leverage capital ratio ⁽²⁾	228,789		9.82	%	93,193		4.00	%	93,193		4.00	%	116,491		5.00	%
Tier 1 risk-based capital ratio ⁽³⁾	228,789		11.31	%	121,373		6.00	%	171,946		8.50	%	161,831		8.00	%
Total risk-based capital ratio ⁽⁴⁾	246,964		12.20	%	161,944		8.00	%	212,551		10.50	%	202,430		10.00	%
First Ipswich
Common equity Tier 1 capital ratio ⁽¹⁾	$	40,732	13.05	%	$	14,046	4.50	%	$	21,849	7.00	%	$	20,288	6.50	%
Tier 1 leverage capital ratio ⁽²⁾	40,732		10.66	%	15,284		4.00	%	15,284		4.00	%	19,105		5.00	%
Tier 1 risk-based capital ratio ⁽³⁾	40,732		13.05	%	18,727		6.00	%	26,530		8.50	%	24,970		8.00	%
Total risk-based capital ratio ⁽⁴⁾	43,243		13.86	%	24,960		8.00	%	32,760		10.50	%	31,200		10.00	%

_______________________________________________________________________________

(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.

(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.

(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.

(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.

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The following table presents actual and required capital amounts and capital ratios as of December 31, 2018 for the Company and the Banks under the regulatory capital rules then in effect.



	Actual				Minimum Required for Capital Adequacy Purposes				Minimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer				Minimum Required To Be Considered “Well-Capitalized” Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in Thousands)
At December 31, 2018:
Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio ⁽¹⁾	$	745,103	11.94	%	$	280,818	4.50	%	$	436,828	7.00	%	N/A		N/A
Tier 1 leverage capital ratio ⁽²⁾	765,089		10.58	%	289,259		4.00	%	289,259		4.00	%	N/A		N/A
Tier 1 risk-based capital ratio ⁽³⁾	765,089		12.26	%	374,432		6.00	%	530,445		8.50	%	N/A		N/A
Total risk-based capital ratio ⁽⁴⁾	899,563		14.42	%	499,064		8.00	%	655,022		10.50	%	N/A		N/A
Brookline Bank
Common equity Tier 1 capital ratio ⁽¹⁾	$	495,798	12.06	%	$	184,999	4.50	%	$	287,777	7.00	%	$	267,221	6.50	%
Tier 1 leverage capital ratio ⁽²⁾	506,277		11.02	%	183,767		4.00	%	183,767		4.00	%	229,708		5.00	%
Tier 1 risk-based capital ratio ⁽³⁾	506,277		12.32	%	246,563		6.00	%	349,298		8.50	%	328,751		8.00	%
Total risk-based capital ratio ⁽⁴⁾	545,533		13.27	%	328,882		8.00	%	431,658		10.50	%	411,102		10.00	%
BankRI
Common equity Tier 1 capital ratio ⁽¹⁾	$	209,670	11.37	%	$	82,983	4.50	%	$	129,084	7.00	%	$	119,864	6.50	%
Tier 1 leverage capital ratio ⁽²⁾	209,670		9.35	%	89,698		4.00	%	89,698		4.00	%	112,123		5.00	%
Tier 1 risk-based capital ratio ⁽³⁾	209,670		11.37	%	110,644		6.00	%	156,745		8.50	%	147,525		8.00	%
Total risk-based capital ratio ⁽⁴⁾	227,674		12.35	%	147,481		8.00	%	193,569		10.50	%	184,351		10.00	%
First Ipswich
Common equity Tier 1 capital ratio ⁽¹⁾	$	39,655	13.91	%	$	12,829	4.50	%	$	19,956	7.00	%	$	18,530	6.50	%
Tier 1 leverage capital ratio ⁽²⁾	39,655		9.59	%	16,540		4.00	%	16,540		4.00	%	20,675		5.00	%
Tier 1 risk-based capital ratio ⁽³⁾	39,655		13.91	%	17,105		6.00	%	24,232		8.50	%	22,807		8.00	%
Total risk-based capital ratio ⁽⁴⁾	42,944		15.06	%	22,812		8.00	%	29,941		10.50	%	28,515		10.00	%

_______________________________________________________________________________

(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.

(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.

(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.

(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Market risk is the risk that the market value or estimated fair value of the Company's assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that the Company's net income will be significantly reduced by interest-rate changes.

Interest-Rate Risk

The principal market risk facing the Company is interest-rate risk, which can occur in a variety of forms, including repricing risk, yield-curve risk, basis risk, and prepayment risk. Repricing risk occurs when the change in the average yield of either interest-earning assets or interest-bearing liabilities is more sensitive than the other to changes in market interest rates. Such a change in sensitivity could reflect a number of possible mismatches in the repricing opportunities of the Company's assets and liabilities. Yield-curve risk reflects the possibility that changes in the shape of the yield curve could have different effects on the Company's assets and liabilities. Basis risk occurs when different parts of the balance sheet are subject to varying base rates reflecting the possibility that the spread from those base rates will deviate. Prepayment risk is associated with financial instruments with an option to prepay before the stated maturity, often a disadvantage to person selling the option; this risk is most often associated with the prepayment of loans, callable investments, and callable borrowings.

Asset/Liability Management

Market risk and interest-rate risk management is governed by the Company's Asset/Liability Committee ("ALCO"). The ALCO establishes exposure limits that define the Company's tolerance for interest-rate risk. The ALCO and the Company's Treasury Group measure and manage the composition of the balance sheet over a range of possible changes in interest rates while remaining responsive to market demand for loan and deposit products. The ALCO monitors current exposures versus limits and reports those results to the Board of Directors. The policy limits and guidelines serve as benchmarks for measuring interest-rate risk and for providing a framework for evaluation and interest-rate risk-management decision-making. The Company measures its interest-rate risk by using an asset/liability simulation model. The model considers several factors to determine the Company's potential exposure to interest-rate risk, including measurement of repricing gaps, duration, convexity, value-at-risk, market value of portfolio equity under assumed changes in the level of interest rates, the shape of yield curves, and general market volatility.

Management controls the Company's interest-rate exposure using several strategies, which include adjusting the maturities of securities in the Company's investment portfolio, limiting or expanding the terms of loans originated, limiting fixed-rate deposits with terms of more than five years, and adjusting maturities of FHLBB advances. The Company limits this risk by restricting the types of MBSs it invests in to those with limited average life changes under certain interest-rate-shock scenarios, or securities with embedded prepayment penalties. The Company also places limits on holdings of fixed-rate mortgage loans with maturities greater than five years. The Company may also use derivative instruments, principally interest-rate swaps, to manage its interest-rate risk; however, the Company had no derivative fair value hedges or derivative cash flows hedges as of September 30, 2019 or December 31, 2018. See Note 8, “Derivatives and Hedging Activities,” to the unaudited consolidated financial statements.

Measuring Interest-Rate Risk

As noted above, interest-rate risk can be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest-rate sensitivity gap. An asset or liability is said to be interest-rate sensitive within a specific period if it will mature or reprice within that period. The interest-rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest-rate-sensitive assets exceeds the amount of interest-rate-sensitive liabilities. A gap is considered negative when the amount of interest-rate-sensitive liabilities exceeds the amount of interest-rate-sensitive assets. During a period of falling interest rates, therefore, a positive gap would tend to adversely affect net interest income. Conversely, during a period of rising interest rates, a positive gap position would tend to result in an increase in net interest income.

The Company's interest-rate risk position is measured using both income simulation and interest-rate sensitivity "gap" analysis. Income simulation is the primary tool for measuring the interest-rate risk inherent in the Company's balance sheet at a given point in time by showing the effect on net interest income, over a twelve-month period, of a variety of interest-rate shocks. These simulations take into account repricing, maturity, and prepayment characteristics of individual products. The ALCO reviews simulation results to determine whether exposure resulting from changes in market interest rates remains within

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established tolerance levels over a twelve-month horizon, and develops appropriate strategies to manage this exposure. The Company's interest-rate risk analysis remains modestly asset-sensitive as of September 30, 2019.

The assumptions used in the Company’s interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates.

As of September 30, 2019, net interest income simulation indicated that the Company's exposure to changing interest rates was within tolerance. The ALCO reviews the methodology utilized for calculating interest-rate risk exposure and may periodically adopt modifications to this methodology. The following table presents the estimated impact of interest-rate changes on the Company's estimated net interest income over the twelve-month periods indicated:



	Estimated Exposure to Net Interest Income over Twelve-Month Horizon Beginning
	September 30, 2019					December 31, 2018
Change in Interest Rate Levels	Dollar Change			Percent Change		Dollar Change			Percent Change
	(Dollars in Thousands)
Up 300 basis points shock	$	30,191		11.9	%	$	20,134		8.0	%
Up 200 basis points ramp	12,312			4.9	%	9,353			3.7	%
Up 100 basis points ramp	6,178			2.4	%	4,982			2.0	%
Down 100 basis points ramp	(10,891		)	(4.3	)%	(9,894		)	(3.9	)%

The estimated impact of a 300 basis point increase in market interest rates on the Company's estimated net interest income over a twelve-month horizon was a positive 11.9% as of September 30, 2019, compared to a positive 8.0% as of December 31, 2018. The slight increase in asset sensitivity was due to a change in the funding mix, as core deposits replaced wholesale borrowings.

The Company also uses interest-rate sensitivity “gap” analysis to provide a more general overview of its interest-rate risk profile. The interest-rate sensitivity gap is defined as the difference between interest-earning assets and interest-bearing

liabilities maturing or repricing within a given time period. At September 30, 2019, the Company’s one-year cumulative gap was a negative $4.7 million, or 0.06% of total interest-earning assets, compared with a positive $12.4 million, or 0.18% of total interest-earning assets, at December 31, 2018.

The assumptions used in the Company's interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates. For additional discussion on interest-rate risk see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s 2018 Annual Report on Form 10-K.

Economic Value of Equity ("EVE") at Risk Simulation is conducted in tandem with net interest income simulations to ascertain a longer term view of the Company’s interest-rate risk position by capturing longer-term repricing risk and options risk embedded in the balance sheet. It measures the sensitivity of the economic value of equity to changes in interest rates. The EVE at Risk Simulation values only the current balance sheet and does not incorporate growth assumptions. As with the net interest income simulation, this simulation captures product characteristics such as loan resets, repricing terms, maturity dates, and rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity, and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. The Company conducts non-maturity deposit behavior studies on a periodic basis to support deposit assumptions used in the valuation process. All key assumptions are subject to a periodic review.

EVE at Risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates as well as parallel shocks to the current interest-rate environment. The following table sets forth the estimated percentage change in the Company’s EVE at Risk, assuming various shifts in interest rates. Given the interest rate environment as of September 30, 2019, simulations for interest rate declines of more than 100 basis points were not deemed to be meaningful.

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	Estimated Percent Change in Economic Value of Equity
Parallel Shock in Interest Rate Levels	At September 30, 2019		At December 31, 2018
Up 300 basis points	8.8	%	2.5	%
Up 200 basis points	7.2	%	2.5	%
Up 100 basis points	4.3	%	2.1	%
Down 100 basis points	(8.4	)%	(7.0	)%

The Company's EVE sensitivity increased from December 31, 2018 to September 30, 2019 due to the shortened duration of the loan and investment portfolios as well as the lengthening of the deposit base.

Item 4. Controls and Procedures

Controls and Procedures

Under the supervision and with the participation of the Company’s Management, including the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer considered that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s Management, including its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in the Company's internal control over financial reporting identified in connection with the quarterly evaluation that occurred during the Company's last fiscal quarter that has materially and detrimentally affected, or is reasonably likely to materially and detrimentally affect, the Company's internal controls over financial reporting.

The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a -15(f). The Company’s internal control system was designed to provide reasonable assurance to its Management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s Management assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting as of December 31, 2018 and the related Report of Independent Registered Public Accounting Firm thereon appear on pages F-1 and F-2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings other than those that arise in the normal course of business. In the opinion of Management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

a) Not applicable.

b) Not applicable.

c) None.

Item 3. Defaults Upon Senior Securities

a) None.

b) None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits



Exhibit 31.1*		Certification of Chief Executive Officer

Exhibit 31.2*		Certification of Chief Financial Officer

Exhibit 32.1**		Section 1350 Certification of Chief Executive Officer

Exhibit 32.2**		Section 1350 Certification of Chief Financial Officer

101.INS		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		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

_______________________________________________________________________________

* Filed herewith

** Furnished herewith

Table of Contents

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 thereunto duly authorized.



	BROOKLINE BANCORP, INC.


Date: November 6, 2019	By:	/s/ Paul A. Perrault
		Paul A. Perrault
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 6, 2019	By:	/s/ Carl M. Carlson
		Carl M. Carlson
		Chief Financial Officer
		(Principal Financial Officer)

100