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~~June 30, ~~2022~~2023


☐			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)


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

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 ☒

At ~~October~~July 31, ~~2022,~~2023, the number of shares of common stock, par value $0.01 per share, outstanding was ~~76,844,232.~~88,665,135.

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~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	1

	Unaudited Consolidated Statements of Income for the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	2

	Unaudited Consolidated Statements of Comprehensive Income for the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	3

	Unaudited Consolidated Statements of Changes in Equity for the Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4

	Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	6

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4553

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8290

Item 4.	Controls and Procedures	8492

Part II	Other Information

Item 1.	Legal Proceedings	8593

Item 1A.	Risk Factors	8593

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8593

Item 3.	Defaults Upon Senior Securities	8593

Item 4.	Mine Safety Disclosures	8593

Item 5.	Other Information	8593

Item 6.	Exhibits	8694

	Signatures	8795

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements


BROOKLINE BANCORP, INC. AND SUBSIDIARIES Unaudited Consolidated Balance Sheets	BROOKLINE BANCORP, INC. AND SUBSIDIARIES Unaudited Consolidated Balance Sheets					BROOKLINE BANCORP, INC. AND SUBSIDIARIES Unaudited Consolidated Balance Sheets
		At September 30, 2022		At December 31, 2021			At June 30, 2023		At December 31, 2022
		(In Thousands Except Share Data)					(In Thousands Except Share Data)
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	65,638	$	66,265	Cash and due from banks	$	44,323	$	191,767
Short-term investments	Short-term investments	46,873		261,472		Short-term investments	180,109		191,192
Total cash and cash equivalents	Total cash and cash equivalents	112,511		327,737		Total cash and cash equivalents	224,432		382,959
Investment securities available-for-sale, net	Investment securities available-for-sale, net	675,692		720,866		Investment securities available-for-sale, net	910,210		656,766

Total investment securities						Total investment securities	910,210		656,766
Allowance for investment security losses						Allowance for investment security losses	(433)		(102)
Net investment securities						Net investment securities	909,777		656,664

Loans and leases:	Loans and leases:					Loans and leases:
Commercial real estate loans	Commercial real estate loans	4,269,512		4,103,040		Commercial real estate loans	5,670,771		4,404,148
Commercial loans and leases	Commercial loans and leases	1,933,645		1,887,136		Commercial loans and leases	2,193,027		2,016,499
Consumer loans	Consumer loans	1,218,147		1,164,281		Consumer loans	1,477,001		1,223,741
Total loans and leases	Total loans and leases	7,421,304		7,154,457		Total loans and leases	9,340,799		7,644,388
Allowance for loan and lease losses	Allowance for loan and lease losses	(94,169)		(99,084)		Allowance for loan and lease losses	(125,817)		(98,482)
Net loans and leases	Net loans and leases	7,327,135		7,055,373		Net loans and leases	9,214,982		7,545,906
Restricted equity securities	Restricted equity securities	44,760		28,981		Restricted equity securities	71,421		71,307
Premises and equipment, net of accumulated depreciation of $91,216 and $87,176, respectively		69,912		70,359
Premises and equipment, net of accumulated depreciation of $102,158 and $92,219, respectively						Premises and equipment, net of accumulated depreciation of $102,158 and $92,219, respectively	90,685		71,391
Right-of-use asset operating leases	Right-of-use asset operating leases	18,614		20,508		Right-of-use asset operating leases	31,774		19,484
Deferred tax asset	Deferred tax asset	56,894		38,987		Deferred tax asset	77,704		52,237
Goodwill	Goodwill	160,427		160,427		Goodwill	241,222		160,427
Identified intangible assets, net of accumulated amortization of $40,002 and $39,628, respectively		1,902		2,276
Identified intangible assets, net of accumulated amortization of $44,043 and $40,123, respectively						Identified intangible assets, net of accumulated amortization of $44,043 and $40,123, respectively	28,126		1,781
Other real estate owned ("OREO") and repossessed assets, net	Other real estate owned ("OREO") and repossessed assets, net	591		718		Other real estate owned ("OREO") and repossessed assets, net	602		408
Other assets	Other assets	227,270		176,390		Other assets	315,353		223,272
Total assets	Total assets	$	8,695,708	$	8,602,622	Total assets	$	11,206,078	$	9,185,836
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:	Deposits:					Deposits:
Demand checking accounts	Demand checking accounts	$	1,848,562	$	1,888,462	Demand checking accounts	$	1,843,516	$	1,802,518

Interest-bearing deposits	Interest-bearing deposits	4,887,043		5,161,444		Interest-bearing deposits	6,673,497		4,719,628
Total deposits	Total deposits	6,735,605		7,049,906		Total deposits	8,517,013		6,522,146
Borrowed funds:	Borrowed funds:					Borrowed funds:
Advances from the Federal Home Loan Bank of Boston ("FHLBB")		557,895		147,907
Advances from the Federal Home Loan Bank of Boston and New York ("FHLB")						Advances from the Federal Home Loan Bank of Boston and New York ("FHLB")	1,043,381		1,237,823
Subordinated debentures and notes	Subordinated debentures and notes	84,008		83,897		Subordinated debentures and notes	84,116		84,044
Other borrowed funds	Other borrowed funds	116,865		125,517		Other borrowed funds	98,773		110,785
Total borrowed funds	Total borrowed funds	758,768		357,321		Total borrowed funds	1,226,270		1,432,652
Operating lease liabilities	Operating lease liabilities	18,614		20,508		Operating lease liabilities	33,021		19,484
Mortgagors' escrow accounts	Mortgagors' escrow accounts	5,785		6,296		Mortgagors' escrow accounts	17,207		5,607
Reserve for unfunded credits	Reserve for unfunded credits	19,555		14,794		Reserve for unfunded credits	22,789		20,602

Accrued expenses and other liabilities	Accrued expenses and other liabilities	193,763		158,455		Accrued expenses and other liabilities	227,470		193,220
Total liabilities	Total liabilities	7,732,090		7,607,280		Total liabilities	10,043,770		8,193,711

Commitments and contingencies (Note 12)	Commitments and contingencies (Note 12)					Commitments and contingencies (Note 12)
Stockholders' Equity:	Stockholders' Equity:					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
Common stock, $0.01 par value; 200,000,000 shares authorized; 96,998,075 shares issued and 85,177,172 shares issued, respectively						Common stock, $0.01 par value; 200,000,000 shares authorized; 96,998,075 shares issued and 85,177,172 shares issued, respectively	970		852
Additional paid-in capital	Additional paid-in capital	735,119		736,826		Additional paid-in capital	905,084		736,074
Retained earnings, partially restricted		392,779		342,639
Accumulated other comprehensive income (loss)		(70,227)		(110)
Treasury stock, at cost; 7,730,945 shares and 7,037,464 shares, respectively		(94,866)		(84,718)
Unallocated common stock held by Employee Stock Ownership Plan ("ESOP"); 4,833 shares and 24,660 shares, respectively		(39)		(147)
Retained earnings						Retained earnings	417,328		412,019
Accumulated other comprehensive (loss) income						Accumulated other comprehensive (loss) income	(66,156)		(61,947)
Treasury stock, at cost; 7,734,891 shares and 7,731,445 shares, respectively						Treasury stock, at cost; 7,734,891 shares and 7,731,445 shares, respectively	(94,918)		(94,873)

Total stockholders' equity	Total stockholders' equity	963,618		995,342		Total stockholders' equity	1,162,308		992,125
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	8,695,708	$	8,602,622	Total liabilities and stockholders' equity	$	11,206,078	$	9,185,836

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,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In Thousands Except Share Data)									(In Thousands Except Share Data)
Interest and dividend income:	Interest and dividend income:									Interest and dividend income:
Loans and leases	Loans and leases	$	84,375	$	74,332	$	230,383	$	224,367	Loans and leases	$	132,299	$	74,287	$	254,230	$	146,008
Debt securities	Debt securities	3,337		2,967		9,582		9,206		Debt securities	8,034		3,249		15,904		6,245
Marketable and restricted equity securities		467		313		1,132		847
Restricted equity securities										Restricted equity securities	1,673		337		2,928		665
Short-term investments	Short-term investments	464		83		686		164		Short-term investments	3,351		156		4,846		222
Total interest and dividend income	Total interest and dividend income	88,643		77,695		241,783		234,584		Total interest and dividend income	145,357		78,029		277,908		153,140
Interest expense:	Interest expense:									Interest expense:
Deposits	Deposits	7,354		4,571		15,407		16,658		Deposits	43,147		4,282		72,515		8,053
Borrowed funds	Borrowed funds	3,263		2,427		6,635		7,014		Borrowed funds	16,173		1,880		33,307		3,372
Total interest expense	Total interest expense	10,617		6,998		22,042		23,672		Total interest expense	59,320		6,162		105,822		11,425
Net interest income	Net interest income	78,026		70,697		219,741		210,912		Net interest income	86,037		71,867		172,086		141,715
Provision (credit) for credit losses		2,835		(3,110)		2,902		(8,588)

Provision for credit losses										Provision for credit losses	5,726		173		31,070		9
Provision for investment losses										Provision for investment losses	133		54		331		58
Net interest income after provision for credit losses	Net interest income after provision for credit losses	75,191		73,807		216,839		219,500		Net interest income after provision for credit losses	80,178		71,640		140,685		141,648
Non-interest income:	Non-interest income:									Non-interest income:
Deposit fees	Deposit fees	2,759		2,629		8,003		7,925		Deposit fees	2,866		2,744		5,523		5,244
Loan fees	Loan fees	349		487		1,762		1,647		Loan fees	491		666		882		1,413
Loan level derivative income, net	Loan level derivative income, net	1,275		218		3,576		699		Loan level derivative income, net	363		1,615		2,736		2,301
Loss on investment securities, net		—		—		—		(6)
Gain on investment securities, net										Gain on investment securities, net	3		—		1,704		—
Gain on sales of loans and leases held-for-sale	Gain on sales of loans and leases held-for-sale	889		557		1,524		1,804		Gain on sales of loans and leases held-for-sale	308		291		1,946		635

Other	Other	1,562		1,695		4,426		4,221		Other	1,431		1,612		5,608		2,864
Total non-interest income	Total non-interest income	6,834		5,586		19,291		16,290		Total non-interest income	5,462		6,928		18,399		12,457
Non-interest expense:	Non-interest expense:									Non-interest expense:
Compensation and employee benefits	Compensation and employee benefits	28,306		27,206		83,962		78,188		Compensation and employee benefits	33,438		28,772		70,003		55,656
Occupancy	Occupancy	3,906		3,567		11,997		11,403		Occupancy	4,870		3,807		10,093		8,091
Equipment and data processing	Equipment and data processing	5,066		4,556		15,075		13,746		Equipment and data processing	6,531		4,931		12,993		10,009
Professional services	Professional services	1,069		1,072		3,514		3,543		Professional services	1,986		1,219		3,416		2,445
FDIC insurance	FDIC insurance	709		662		2,176		2,363		FDIC insurance	2,609		739		3,853		1,467
Advertising and marketing	Advertising and marketing	1,337		1,077		3,928		3,287		Advertising and marketing	1,382		1,319		2,792		2,591
Amortization of identified intangible assets	Amortization of identified intangible assets	120		208		374		668		Amortization of identified intangible assets	1,954		120		3,920		254
Merger and acquisition expense	Merger and acquisition expense	1,073		—		1,608		—		Merger and acquisition expense	1,002		535		7,411		535
Other	Other	3,373		2,574		9,683		6,501		Other	4,053		3,429		8,120		6,310
Total non-interest expense	Total non-interest expense	44,959		40,922		132,317		119,699		Total non-interest expense	57,825		44,871		122,601		87,358
Income before provision for income taxes	Income before provision for income taxes	37,066		38,471		103,813		116,091		Income before provision for income taxes	27,815		33,697		36,483		66,747
Provision for income taxes	Provision for income taxes	6,917		9,632		23,764		29,196		Provision for income taxes	5,965		8,502		7,073		16,847

Net income	Net income	$	30,149	$	28,839	$	80,049	$	86,895	Net income	$	21,850	$	25,195	$	29,410	$	49,900
Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	0.39	$	0.37	$	1.04	$	1.11	Basic	$	0.25	$	0.33	$	0.34	$	0.65
Diluted	Diluted	0.39		0.37		1.04		1.11		Diluted	0.25		0.33		0.34		0.65
Weighted average common shares outstanding during the year:	Weighted average common shares outstanding during the year:									Weighted average common shares outstanding during the year:
Basic	Basic	76,779,038		78,000,261		77,159,356		78,097,600		Basic	88,665,135		77,091,013		87,620,194		77,352,666
Diluted	Diluted	77,007,971		78,240,633		77,448,290		78,371,190		Diluted	88,926,543		77,419,288		87,887,980		77,671,601
Dividends paid per common share	Dividends paid per common share	$	0.130	$	0.120	$	0.385	$	0.355	Dividends paid per common share	$	0.135	$	0.130	$	0.270	$	0.255

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,
2022 2021 2022 2021
(In Thousands)
Net income $ 30,149 $ 28,839 $ 80,049 $ 86,895
Investment securities available-for-sale:
Unrealized securities holding gains (losses) (29,548) (4,450) (87,182) (17,797)
Income tax (expense) benefit 6,513 981 19,216 3,923
Net unrealized securities holding gains (losses) before reclassification adjustments, net of taxes (23,035) (3,469) (67,966) (13,874)
Cash flow hedges:
Change in fair value of cash flow hedges (2,083) (3) (1,989) 6
Reclassification adjustment for (income) expense recognized in earnings (132) (2) (162) (7)
Net change in fair value of cash flow hedges, net of taxes (2,215) (5) (2,151) (1)
Other comprehensive income (loss), net of taxes (25,250) (3,474) (70,117) (13,875)
Comprehensive income $ 4,899 $ 25,365 $ 9,932 $ 73,020


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In Thousands)
Net income	$	21,850	$	25,195	$	29,410	$	49,900

Investment securities available-for-sale:
Unrealized securities holding gains (losses)	(13,506)		(20,092)		(3,366)		(57,633)

Income tax (expense) benefit	3,233		4,428		1,004		12,702
Net unrealized securities holding gains (losses) before reclassification adjustments, net of taxes	(10,273)		(15,664)		(2,362)		(44,931)







Cash flow hedges:
Change in fair value of cash flow hedges	(5,765)		38		(3,040)		94
Income tax (expense) benefit	1,500		(29)		791		(30)

Net change in fair value of cash flow hedges, net of taxes	(4,265)		9		(2,249)		64

Less reclassification adjustment for change in fair value of cash flow hedges:
Gain (loss) on change in fair value of cash flow hedges	(1,446)		—		(543)		—
Income tax (expense) benefit	376		—		141		—
Net reclassification adjustment for change in fair value of cash flow hedges	(1,070)		—		(402)		—

Net change in fair value of cash flow hedges	(3,195)		9		(1,847)		64







Other comprehensive income (loss), net of taxes	(13,468)		(15,655)		(4,209)		(44,867)



Comprehensive income	$	8,382	$	9,540	$	25,201	$	5,033

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~~June 30, ~~2022~~2023 and ~~2021~~2022

Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Unallocated
Common Stock
Held by ESOP Total Stockholders'
Equity
(In Thousands)
Balance at June 30, 2022 $ 852 $ 738,544 $ 372,677 $ (44,977) $ (98,525) $ (75) $ 968,496
Net income — — 30,149 — — — 30,149
Other comprehensive income (loss) — — — (25,250) — — (25,250)
Common stock dividends of $0.130 per share — — (9,968) — — — (9,968)
Restricted stock awards issued, net of awards surrendered — (4,340) — — 3,659 — (681)
Compensation under recognition and retention plans — 863 (79) — — — 784
Common stock held by ESOP committed to be released (6,609 shares) — 52 — — — 36 88
Balance at September 30, 2022 $ 852 $ 735,119 $ 392,779 $ (70,227) $ (94,866) $ (39) $ 963,618


	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Unallocated Common Stock Held by ESOP		Total Stockholders' Equity
	(In Thousands)
Balance at March 31, 2023	$	970	$	904,174	$	407,528	$	(52,688)	$	(94,918)	—		$	1,165,066
Net income	—		—		21,850		—		—		—		21,850
PCSB acquisition	—		—		—		—		—				—
Other comprehensive income (loss)	—		—		—		(13,468)		—		—		(13,468)
Common stock dividends of $0.135 per share	—		—		(11,969)		—		—		—		(11,969)


Compensation under recognition and retention plans	—		910		(81)		—		—		—		829


Balance at June 30, 2023	$	970	$	905,084	$	417,328	$	(66,156)	$	(94,918)	$	—	$	1,162,308


		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Unallocated Common Stock Held by ESOP			Total Stockholders' Equity			Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Unallocated Common Stock Held by ESOP		Total Stockholders' Equity
		(In Thousands)												(In Thousands)
Balance at June 30, 2021		$	852	$	738,557	$	304,466	$	6,089	$	(77,493)	$	(219)		$	972,252
Balance at March 31, 2022																	Balance at March 31, 2022	$	852	$	737,658	$	357,576	$	(29,322)	$	(84,718)	$	(111)	$	981,935
Net income	Net income	—		—		28,839		—		—		—			28,839		Net income	—		—		25,195		—		—		—		25,195

Other comprehensive income (loss)	Other comprehensive income (loss)	—		—		—		(3,474)		—		—			(3,474)		Other comprehensive income (loss)	—		—		—		(15,655)		—		—		(15,655)
Common stock dividends of $0.120 per share		—		—		(9,383)		—		—		—			(9,383)
Common stock dividends of $0.130 per share																	Common stock dividends of $0.130 per share	—		—		(10,030)		—		—		—		(10,030)

Restricted stock awards issued, net of awards surrendered	Restricted stock awards issued, net of awards surrendered	—		(3,376)		—		—		2,788		—			(588)		Restricted stock awards issued, net of awards surrendered	—		23		—		—		(27)		—		(4)
Compensation under recognition and retention plan	Compensation under recognition and retention plan	—		750		(60)		—		—		—			690		Compensation under recognition and retention plan	—		804		(64)		—		—		—		740
Treasury stock, repurchase shares	Treasury stock, repurchase shares	—		—		—		—		(9,979)		—			(9,979)		Treasury stock, repurchase shares	—		—		—		—		(13,780)		—		(13,780)
Common stock held by ESOP committed to be released (6,612 shares)		—		59		—		—		—		36			95
Common stock held by ESOP committed to be released (6,609 shares)																	Common stock held by ESOP committed to be released (6,609 shares)	—		59		—		—		—		36		95

Balance at September 30, 2021		$	852	$	735,990	$	323,862	$	2,615	$	(84,684)	$	(183)		$	978,452
Balance at June 30, 2022																	Balance at June 30, 2022	$	852	$	738,544	$	372,677	$	(44,977)	$	(98,525)	$	(75)	$	968,496

See accompanying notes to unaudited consolidated financial statements.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders' Equity

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Unallocated
Common Stock
Held by ESOP Total Stockholders'
Equity
(In Thousands)
Balance at December 31, 2021 $ 852 $ 736,826 $ 342,639 $ (110) $ (84,718) $ (147) $ 995,342
Net income — — 80,049 — — — 80,049
Other comprehensive income (loss) — — — (70,117) — — (70,117)
Common stock dividends of $0.385 per share — — (29,703) — — — (29,703)
Restricted stock awards issued, net of awards surrendered — (4,317) — — 3,632 — (685)
Compensation under recognition and retention plans — 2,424 (206) — — — 2,218
Treasury stock, repurchase shares — — — — (13,780) — (13,780)
Common stock held by ESOP committed to be released (19,827 shares) — 186 — — — 108 294
Balance at September 30, 2022 $ 852 $ 735,119 $ 392,779 $ (70,227) $ (94,866) $ (39) $ 963,618


	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Unallocated Common Stock Held by ESOP		Total Stockholders' Equity
	(In Thousands)
Balance at December 31, 2022	$	852	$	736,074	$	412,019	$	(61,947)	$	(94,873)	$	—	$	992,125
Net income	—		—		29,410		—		—		—		29,410

PCSB acquisition	$	118	$	167,212									167,330
Other comprehensive income (loss)	—		—		—		(4,209)		—		—		(4,209)
Common stock dividends of $0.270 per share	—		—		(23,939)		—		—		—		(23,939)


Restricted stock awards issued, net of awards surrendered	—		(8)		—		—		(45)		—		(53)
Compensation under recognition and retention plans	—		1,806		(162)		—		—		—		1,644



Balance at June 30, 2023	$	970	$	905,084	$	417,328	$	(66,156)	$	(94,918)	$	—	$	1,162,308

Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Stock Unallocated
Common Stock
Held by ESOP Total Stockholders'
Equity
(In Thousands)
Balance at December 31, 2020 $ 852 $ 737,178 $ 264,892 $ 16,490 $ (77,343) $ (291) $ 941,778
Net Income — — 86,895 — — — 86,895
Other comprehensive income (loss) — — — (13,875) — — (13,875)
Common stock dividends of $0.355 per share — — (27,758) — — — (27,758)
Restricted stock awards issued, net of awards surrendered — (3,226) — — 2,638 — (588)
Compensation under recognition and retention plans — 1,871 (167) — — — 1,704
Treasury stock, repurchase shares — — — — (9,979) — (9,979)
Common stock held by ESOP committed to be released (19,836 shares) — 167 — — — 108 275
Balance at September 30, 2021 $ 852 $ 735,990 $ 323,862 $ 2,615 $ (84,684) $ (183) $ 978,452



	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Unallocated Common Stock Held by ESOP		Total Stockholders' Equity
	(In Thousands)
Balance at December 31, 2021	$	852	$	736,826	$	342,639	$	(110)	$	(84,718)	$	(147)	$	995,342
Net Income	—		—		49,900		—		—		—		49,900



Other comprehensive income (loss)	—		—		—		(44,867)		—		—		(44,867)
Common stock dividends of $0.255 per share	—		—		(19,735)		—		—		—		(19,735)


Restricted stock awards issued, net of awards surrendered	—		23		—		—		(27)		—		(4)
Compensation under recognition and retention plans	—		1,561		(127)		—		—		—		1,434
Treasury stock, repurchase shares	—		—		—		—		(13,780)		—		(13,780)
Common stock held by ESOP committed to be released (13,218 shares)	—		134		—		—		—		72		206
Balance at June 30, 2022	$	852	$	738,544	$	372,677	$	(44,977)	$	(98,525)	$	(75)	$	968,496

See accompanying notes to unaudited consolidated financial statements.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
		(In Thousands)					(In Thousands)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	80,049	$	86,895	Net income	$	29,410	$	49,900
Adjustments to reconcile net income to net cash provided from operating activities:	Adjustments to reconcile net income to net cash provided from operating activities:					Adjustments to reconcile net income to net cash provided from operating activities:

Provision (credit) for credit losses		2,902		(8,588)
Provision for credit losses						Provision for credit losses	31,070		9

Deferred income tax expense	Deferred income tax expense	1,309		4,409		Deferred income tax expense	210		953
Depreciation of premises and equipment	Depreciation of premises and equipment	4,434		4,292		Depreciation of premises and equipment	3,926		2,933
Amortization of investment securities premiums and discounts, net		1,612		2,337
(Accretion) amortization of investment securities premiums and discounts, net						(Accretion) amortization of investment securities premiums and discounts, net	(4,910)		1,175
Amortization of deferred loan and lease origination costs, net	Amortization of deferred loan and lease origination costs, net	3,926		4,499		Amortization of deferred loan and lease origination costs, net	2,162		2,797
Amortization of identified intangible assets	Amortization of identified intangible assets	374		668		Amortization of identified intangible assets	3,920		254
Amortization of debt issuance costs	Amortization of debt issuance costs	76		75		Amortization of debt issuance costs	50		50
Amortization (accretion) of acquisition fair value adjustments, net		26		(64)
Loss on investment securities, net		—		6
(Accretion) amortization of acquisition fair value adjustments, net						(Accretion) amortization of acquisition fair value adjustments, net	(5,706)		11
Gain on investment securities, net						Gain on investment securities, net	(1,704)		—
Gain on sales of loans and leases held-for-sale	Gain on sales of loans and leases held-for-sale	(1,524)		(1,804)		Gain on sales of loans and leases held-for-sale	(1,946)		(635)

Gain on sales of OREO and other repossessed assets, net		—		(2,108)

Write-down of OREO and other repossessed assets		180		174

Write-down of other repossessed assets						Write-down of other repossessed assets	60		92
Compensation under recognition and retention plans	Compensation under recognition and retention plans	2,218		1,704		Compensation under recognition and retention plans	1,643		1,434
ESOP shares committed to be released	ESOP shares committed to be released	294		275		ESOP shares committed to be released	—		206
Net change in:	Net change in:					Net change in:
Cash surrender value of bank-owned life insurance	Cash surrender value of bank-owned life insurance	(766)		(436)		Cash surrender value of bank-owned life insurance	(316)		(507)
Equity securities held-for-trading		—		520

Other assets	Other assets	(52,104)		62,403		Other assets	(19,700)		6,483
Accrued expenses and other liabilities	Accrued expenses and other liabilities	35,349		(73,963)		Accrued expenses and other liabilities	10,618		(26,889)
Net cash provided from operating activities	Net cash provided from operating activities	78,355		81,294		Net cash provided from operating activities	48,787		38,266

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Proceeds from sales of investment securities available-for-sale						Proceeds from sales of investment securities available-for-sale	229,981		—
Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale	Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale	79,501		146,821		Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale	178,240		67,361
Purchases of investment securities available-for-sale	Purchases of investment securities available-for-sale	(123,121)		(153,153)		Purchases of investment securities available-for-sale	(279,009)		(123,121)

Proceeds from redemption/sales of restricted equity securities	Proceeds from redemption/sales of restricted equity securities	15,368		24,586		Proceeds from redemption/sales of restricted equity securities	33,550		9,161
Purchase of restricted equity securities	Purchase of restricted equity securities	(31,147)		(2,898)		Purchase of restricted equity securities	(29,662)		(15,586)
Proceeds from sales of loans and leases held-for-investment, net	Proceeds from sales of loans and leases held-for-investment, net	157,330		172,807		Proceeds from sales of loans and leases held-for-investment, net	163,442		72,277
Net (increase) decrease in loans and leases		(430,904)		157,596

Net increase in loans and leases						Net increase in loans and leases	(558,492)		(215,936)
Acquisitions, net of cash and cash equivalents acquired						Acquisitions, net of cash and cash equivalents acquired	(80,209)		—

Purchase of premises and equipment, net	Purchase of premises and equipment, net	(4,285)		(3,720)		Purchase of premises and equipment, net	(8,648)		(2,190)
Proceeds from sales of OREO and other repossessed assets		1,360		9,176
Proceeds from sales of other repossessed assets						Proceeds from sales of other repossessed assets	820		1,043

Net cash (used for) provided from investing activities		(335,898)		351,215
Net cash used for investing activities						Net cash used for investing activities	(349,987)		(206,991)

				(Continued)					(Continued)

See accompanying notes to unaudited consolidated financial statements.

Table of Contents


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
		(In Thousands)					(In Thousands)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
(Decrease) increase in demand checking, NOW, savings and money market accounts		(139,602)		404,059
Decrease in certificates of deposit		(174,699)		(441,701)
Proceeds from FHLBB advances		2,898,609		188,340
Repayment of FHLBB advances		(2,488,621)		(723,212)
Decrease in demand checking, NOW, savings and money market accounts						Decrease in demand checking, NOW, savings and money market accounts	(321,664)		(44,540)
Increase (decrease) in certificates of deposit and brokered deposits						Increase (decrease) in certificates of deposit and brokered deposits	748,514		(110,909)
Proceeds from FHLB advances						Proceeds from FHLB advances	4,486,000		1,135,000
Repayment of FHLB advances						Repayment of FHLB advances	(4,733,516)		(974,940)

Decrease in other borrowed funds, net	Decrease in other borrowed funds, net	(8,652)		(17,949)		Decrease in other borrowed funds, net	(12,012)		(39,254)
(Decrease) increase in mortgagors' escrow accounts, net		(511)		554
Decrease in mortgagors' escrow accounts, net						Decrease in mortgagors' escrow accounts, net	(710)		(525)

Repurchases of common stock	Repurchases of common stock	(13,780)		(9,979)		Repurchases of common stock	—		(13,780)

Payment of dividends on common stock	Payment of dividends on common stock	(29,703)		(27,758)		Payment of dividends on common stock	(23,939)		(19,735)
Payment of income taxes for shares withheld in share based activity		(724)		(636)

Net cash provided from (used for) financing activities	Net cash provided from (used for) financing activities	42,317		(628,282)		Net cash provided from (used for) financing activities	142,673		(68,683)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(215,226)		(195,773)		Net decrease in cash and cash equivalents	(158,527)		(237,408)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	327,737		434,917		Cash and cash equivalents at beginning of period	382,959		327,737
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	112,511	$	239,144	Cash and cash equivalents at end of period	$	224,432	$	90,329

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest on deposits, borrowed funds and subordinated debt	Interest on deposits, borrowed funds and subordinated debt	$	22,274	$	25,926	Interest on deposits, borrowed funds and subordinated debt	$	102,211	$	11,230
Income taxes	Income taxes	19,754		22,170		Income taxes	8,391		13,126
Non-cash investing activities:	Non-cash investing activities:					Non-cash investing activities:

Transfer from loans to other repossessed assets	Transfer from loans to other repossessed assets	$	1,413	$	1,328	Transfer from loans to other repossessed assets	$	1,074	$	924
Acquisition of PCSB Financial Corporation:						Acquisition of PCSB Financial Corporation:
Fair value of assets acquired, net of cash and cash equivalents acquired						Fair value of assets acquired, net of cash and cash equivalents acquired	$	1,931,528	$	—
Fair value of liabilities assumed						Fair value of liabilities assumed	1,676,110		—
Common stock issued						Common stock issued	118		—

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

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 and~~company; Bank Rhode Island ("BankRI"), a Rhode Island-chartered financial ~~institution~~institution; and PCSB Bank, a New York-chartered commercial bank (collectively referred to as the "Banks"). The Banks are ~~both~~ members of the Federal Reserve System. The Company is also the parent of Brookline Securities Corp. ("BSC") and Clarendon Private, LLC ("Clarendon Private"). 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, Longwood Securities Corp. ("LSC"), Eastern Funding LLC ("Eastern Funding") and First Ipswich Insurance Agency, operates 29 full-service banking offices in the greater Boston metropolitan area with two additional lending offices. BankRI, which includes its wholly-owned subsidiaries, Acorn Insurance Agency, BRI Realty Corp., BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp., operates 20 full-service banking offices in the greater Providence, Rhode Island area. Macrolease Corporation, ~~("Macrolease")~~previously a subsidiary of BankRI, was merged into Eastern Funding LLC in the second quarter of 2022. PCSB Bank, which includes its wholly-owned subsidiary, UpCounty Realty Corp., operates 14 full-service banking offices in the Lower Hudson Valley of New York. Clarendon Private is a registered investment advisor with the Securities and Exchange Commission ("SEC"). Through Clarendon Private, the Company offers a wide range of wealth management services to individuals, families, endowments and foundations to help these clients meet their long-term financial goals.

The Banks' activities include acceptance of commercial, municipal and retail deposits, origination of mortgage loans on commercial and residential real estate located principally in Central New England and the Lower Hudson Valley of New York State, 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 it subsidiary Eastern Funding, which ~~is based~~operates in New York City, New York, and Plainview, New York.

The Company and the Banks are supervised, examined and regulated by the Board of Governors of the Federal Reserve System (the "FRB"). As a Massachusetts-chartered trust company, Brookline Bank is ~~also~~ subject to supervision, examination and regulation ~~under the laws of the Commonwealth of Massachusetts and the jurisdiction of~~by the Massachusetts Division of Banks (the ~~"DOB"~~"MDOB"). As a Rhode Island-chartered financial institution, BankRI is subject to supervision, examination and regulation ~~under the laws of the State of Rhode Island and the jurisdiction of~~by the Banking Division of the Rhode Island Department of Business ~~Regulation.~~Regulation (the "RIBD"). As a New York- chartered commercial bank, PCSB Bank is subject to supervision, examination and regulation by the New York State Department of Financial Services. Clarendon Private is also subject to regulation by the SEC.

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 subject to supervision, examination and regulation by the FDIC. As previously disclosed, on July 31, 2019, Brookline Bank converted ~~its charter from a Massachusetts savings bank~~ to a Massachusetts-chartered trust company and ended its membership in the Depositors Insurance Fund (the “DIF”), a private industry-sponsored fund which insures Massachusetts-chartered bank deposit balances in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated its withdrawal from the DIF and the concurrent charter conversion. ~~Brookline Bank’s deposit accounts are and will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits.~~ Term deposits in excess of the FDIC insurance coverage as of July 31, 2019 will continue to be insured by the DIF until they reach maturity. ~~Clarendon Private is also subject to regulation by the SEC.~~

Basis of Financial Statement Presentation

The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to the rules of the 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, ~~2021.~~2022.

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 credit losses, the determination of fair market values of acquired assets and liabilities, including acquired loans, 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 ~~August~~March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)-Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04") to provide optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships existing as of December 31, 2022, for which an entity has elected certain optional expedients provided that those elections are retained through the end of the hedging relationship. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022.

In January 2021, FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848)" an update to address concerns around structural risk of interbank offered rates ("IBORs"), particularly, the risk of cessation of the LIBOR. The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. In December 2022, FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848)" which deferred the sunset date of Topic 848 to December 31, 2024, to allow for a transition period after the sunset of LIBOR. The Company has adopted the amendments in these updates and established a LIBOR transition committee to guide the Company’s transition from LIBOR. The Company has completed much of the work to transition off the LIBOR index consistent with industry timelines. The working group has identified its products that utilize LIBOR and has implemented fallback language to facilitate the transition to alternative rates. The Company has also evaluated its infrastructure and identified fallback rates as well as started offering alternative indices and new products tied to these alternative indices. The Company does not anticipate the adoption of these standards to have a material impact to the consolidated financial statements.

In October 2021, the FASB issued ASU ~~2021-06, "Presentation of Financial Statements~~2021-08, "Business Combinations (Topic ~~205)~~805), ~~Financial Services – Depository~~Accounting for Contract Assets and ~~Lending (Topic 942),~~Contract Liabilities from Contracts with Customers" which requires that an acquirer recognize and ~~Financial Services – Investment Companies (Topic 946)" ("ASU 2021-06"), which updated guidance to align~~measure contract assets and contract liabilities acquired in a business combination in accordance with ~~new SEC regulations~~Topic 606, Revenue from Contracts with ~~regards to statistical disclosures~~Customers. At the acquisition date, an acquirer should account for ~~banking and savings and loan institutions. This ASU is effective for fiscal years ending on or after December 15, 2021.~~the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The Company ~~has~~ adopted ASU ~~2021-06~~2021-08 as of ~~December 31, 2021.~~January 1, 2023 on a prospective basis. The adoption did not have a material impact on the Company's consolidated financial statements.

In March 2022, the FASB issued ASU 2022-02, "Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures" which addresses concerns regarding the complex accounting for loans modified as troubled debt restructurings (“TDRs”) and also the disclosure of gross writeoff information included in required vintage disclosures. The Company adopted ASU 2022-02 as of January 1, 2023. The enhanced disclosure requirements provided for by ASU 2022-02 were adopted on a prospective basis. Reporting periods prior to the adoption of ASU 2022-02 are presented in accordance with the applicable GAAP. The adoption did not have a material impact on the Company’s consolidated financial statements.

Additional details can be found in Note 5, "Allowance for Credit Losses".

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

~~(3) Investment Securities~~(2) Acquisitions

~~Effective~~PCSB Financial Corporation

On January 1, ~~2020,~~2023, the Company ~~adopted~~completed its previously announced acquisition (the “merger”) of PCSB Financial Corporation (“PCSB”). Pursuant to the ~~provisions~~merger agreement, each share of ~~ASU 2016-13 using~~PCSB common stock outstanding at the ~~modified retrospective method. There~~effective time of the merger was converted into the right to receive, at the holder’s election, either $22.00 in cash consideration or 1.3284 shares of Company common stock for each share of PCSB common stock, subject to allocation procedures to ensure that 60% of the outstanding shares of PCSB common stock was converted to Company common stock. PCSB’s bank subsidiary, PCSB Bank, operates as a ~~de minimis allowance~~separate subsidiary of the Company and has 15 banking offices throughout the Lower Hudson Valley of New York State.

The transaction was accounted for ~~credit loss ("ACL")~~as a business combination. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on ~~available-for-sale debt securities~~their fair values as of the merger effective date. The determination of fair value required management to make estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and are subject to change. Fair value estimates of the assets acquired and liabilities assumed may be adjusted for a period up to one year (the measurement period) from the closing date of the merger if new information is obtained about facts and circumstances that existed as of the merger effective date that, if known, would have affected the measurement of the amounts recognized as of ~~September~~that date.

During the three and six months ended June 30, 2023, the Company incurred merger-related expenses totaling $1.0 million and $7.4 million, respectively.

The following table summarizes the preliminary purchase price allocation to the estimated fair value of the assets acquired and liabilities assumed as of the date of the acquisition:


	Net Assets Acquired at Fair Value
	(In Thousands)
Purchase price consideration	$	297,791
ASSETS
Cash	42,373
Investments	366,790
Loans	1,336,737
Allowance for credit losses on PCD loans	(2,344)
Premises and equipment	14,631
Core deposit and other intangibles	30,265
Other assets	104,654
Total assets acquired	$	1,893,106
LIABILITIES
Deposits	$	1,570,563
Borrowings	52,923
Other liabilities	52,624
Total liabilities assumed	$	1,676,110
Net assets acquired	216,996
Goodwill	$	80,795

In connection with the merger, the Company recorded $80.8 million of goodwill, which represents the excess of the purchase price over the fair value of the net assets acquired.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Cash and Cash Equivalents

The fair values of cash and cash equivalents approximate the respective carrying amounts because the instruments are payable on demand or have short-term maturities.

Investments

The fair values for investment securities available-for-sale were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates are based on observable inputs, including quoted market prices for similar instruments. Investment securities held-to-maturity were reclassified to investment securities available-for-sale based on the Company's intent at closing.

During the six months ended June 30, 2023, the Company restructured the investment portfolio acquired from PCSB. The Company sold approximately 75% of the portfolio which equates to $228.3 million of book value of predominantly longer dated Agency MBS, Agency CMOs, Corporate and Municipal securities. The weighted average duration of these securities was 6.1 years with an average risk weighting of assets of 33%. The Company recognized a $1.7 million gain from selling these securities.

Proceeds from the sale and additional cash on hand was used to purchase $295.6 million of short duration securities, the majority of which are US Treasuries, Agency MBS, and a small position of short term Municipal Bond Anticipation Notes. Additional details can be found in Note 3, "Investment Securities".

The weighted average duration of these securities was 2.1 years with an average risk weighting of assets of 4%.

Loans

The fair value of the loan portfolio was calculated on an individual loan basis using discounted cash flow analysis, with results presented and assumptions applied on a summary basis. This analysis took into consideration the contractual terms of the loans and assumptions related to the cost of debt, cost of equity, servicing cost and other liquidity/risk premium considerations to estimate the projected cash flows. The loss rates for the loans were estimated using Probability of Default (cumulative) and Loss Given Default assumptions. The assumptions used in determining the fair value of the loan portfolio were considered reasonable from a market-participant viewpoint.

The Company recorded a $49.8 million discount from the results of the loan accounting valuation.

Deposits - Core Deposits Intangible ("CDI")

Accounts included in the CDI include demand deposits, NOW accounts, money market accounts and savings accounts. The fair value of the CDI was derived from using a financial institution-specific income approach. Factors examined in the valuation of the CDI include customer attrition, deposit interest rates, service charge income, overhead expense, and costs of alternative funding.

The Company recorded a $30.3 million CDI from the results of the deposit valuation. The CDI is being amortized at an accelerated rate over 7 years using the sum-of-the-years method.

Certificates of Deposits

The certificates of deposits were recorded at fair value. The determination of the fair value was calculated using discounted cash flow analysis, which involved present valuing the contractual payments over the remaining life of the certificate of deposit at market based-rates.

The Company recorded a $3.2 million discount from the results of the certificate of deposit valuation.

Borrowings

The fair value of the FHLB advances were ascertained by using discounted cash flow analysis of the contractual payments over the remaining life of the advances at market-based interest rates. The FHLB advances were disaggregated on an individual advance basis and management used FHLB of New York rates as of December 30, 2022 as the market rate in the present value calculation.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The Company recorded a $0.3 million discount on the assumed FHLB advances.

PCD Loans and Leases

Purchased loans and leases that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchase credit deteriorated ("PCD"). For PCD loans and leases, the initial estimate of expected credit losses was established through an adjustment to the unpaid principal balance and non-credit discount at acquisition.

The following table reconciles the unpaid principal balance to the fair value of PCD loans and leases:


(In Thousands)
Total unpaid principal balance	$	16,824
Allowance for credit losses at acquisition	(2,344)
Non-credit discount	(974)
Fair value	$	13,506

Supplemental Pro Forma Financial Information

The following table summarizes supplemental pro forma financial information giving effect to the merger as if it had been completed on January 1, 2022:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
	(In Thousands)
Net interest income	86,037	88,366	172,086	170,606
Non-interest income	5,459	8,016	16,695	14,468
Net income	23,445	28,460	47,942	37,648

The supplemental pro forma financial information does not necessarily reflect the results of operations that would have occurred had Brookline Bancorp, Inc. merged with PCSB on January 1, 2022. The supplemental pro forma financial information includes the impact of (i) accreting and amortizing the discounts and premiums associated with the estimated fair value adjustments to acquired loans and leases, investment securities, deposits, and borrowings, (ii) the amortization of recognized intangible assets, (iii) accreting and amortizing the discounts and premiums associated with acquired premises and leases, and (iv) the related estimated income tax effects. Costs savings and other business synergies related to the merger are not included in the supplemental pro forma financial information.

In addition, the supplemental pro forma financial information was adjusted to include the $1.0 million and $7.4 million of merger-related expenses recognized during the three and six months ended June 30, 2023, respectively, as summarized in the following table:


	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
	(In Thousands)
Compensation and benefits (1)	$	529	$	1,750
Technology and equipment (2)	29		1,857
Professional and outside services (3)	364		3,563
Other expense (4)	80		242
Total merger-related expenses	$	1,003	$	7,413

______________________________________________________________________

(1) Comprised primarily of severance and employee retention costs.

(2) Comprised primarily of technology contract termination fees.

(3) Comprised primarily of advisory, legal, accounting, and other professional fees.

(4) Comprised primarily of costs of travel and other miscellaneous expenses.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Brookline Bancorp, Inc.’s operating results for three and six months ended June 30, 2023 include the operating results of acquired assets and assumed liabilities of PCSB subsequent to the merger on January 1, 2023. The amount of interest income, non-interest income and net income of $17.1 million, $0.3 million and $4.3 million, respectively, attributable to the acquisition of PCSB were included in Brookline Bancorp, Inc.’s Consolidated Statement of Income for the three months ended June 30, 2023. The amount of interest income, non-interest income and net loss of $32.2 million, $3.1 million and $(3.9) million, respectively, attributable to the acquisition of PCSB were included in Brookline Bancorp, Inc.’s Consolidated Statement of Income for the six months ended June 30, 2023. PCSB’s interest income, non-interest income and net loss noted above reflect management’s best estimates, based on information available at the reporting date.

(3) Investment Securities

The following tables set forth investment securities available-for-sale at the dates indicated:


		At September 30, 2022									At June 30, 2023
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
		(In Thousands)									(In Thousands)
Investment securities available-for-sale:	Investment securities available-for-sale:									Investment securities available-for-sale:
GSE debentures	GSE debentures	$	185,091	$	—	$	24,970	$	160,121	GSE debentures	$	189,075	$	8	$	23,065	$	166,018
GSE CMOs	GSE CMOs	21,194		—		1,754		19,440		GSE CMOs	68,652		—		4,206		64,446
GSE MBSs	GSE MBSs	165,779		2		21,292		144,489		GSE MBSs	199,087		4		19,432		179,659

Municipal obligations										Municipal obligations	15,769		92		247		15,614
Corporate debt obligations	Corporate debt obligations	14,099		—		337		13,762		Corporate debt obligations	32,948		18		1,068		31,898
U.S. Treasury bonds	U.S. Treasury bonds	376,446		—		39,047		337,399		U.S. Treasury bonds	484,756		6		32,664		452,098
Foreign government obligations	Foreign government obligations	500		—		19		481		Foreign government obligations	500		—		23		477

Total investment securities available-for-sale	Total investment securities available-for-sale	$	763,109	$	2	$	87,419	$	675,692	Total investment securities available-for-sale	$	990,787	$	128	$	80,705	$	910,210


		December 31, 2021									December 31, 2022
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
		(In Thousands)									(In Thousands)
Investment securities available-for-sale:	Investment securities available-for-sale:									Investment securities available-for-sale:
GSE debentures	GSE debentures	$	219,723	$	2,017	$	4,235	$	217,505	GSE debentures	$	176,751	$	—	$	24,329	$	152,422
GSE CMOs	GSE CMOs	27,892		274		27		28,139		GSE CMOs	19,977		—		1,757		18,220
GSE MBSs	GSE MBSs	196,930		3,749		907		199,772		GSE MBSs	159,824		1		19,249		140,576

Corporate debt obligations	Corporate debt obligations	22,178		505		—		22,683		Corporate debt obligations	14,076		—		312		13,764
U.S. Treasury bonds	U.S. Treasury bonds	253,878		1,136		2,746		252,268		U.S. Treasury bonds	362,850		280		31,823		331,307

Foreign government obligations	Foreign government obligations	500		—		1		499		Foreign government obligations	500		—		23		477

Total investment securities available-for-sale	Total investment securities available-for-sale	$	721,101	$	7,681	$	7,916	$	720,866	Total investment securities available-for-sale	$	733,978	$	281	$	77,493	$	656,766

As of ~~September~~June 30, ~~2022,~~2023, the fair value of all investment securities available-for-sale was ~~$675.7~~$910.2 million, with net unrealized losses of ~~$87.4~~$80.6 million, compared to a fair value of ~~$720.9~~$656.8 million and net unrealized losses of ~~$0.2~~$77.2 million as of December 31, ~~2021.~~2022. As of ~~September~~June 30, ~~2022, $673.5~~2023, $862.8 million, or ~~99.7%~~94.8% of the portfolio, had gross unrealized losses of ~~$87.4~~$80.7 million, compared to ~~$353.8~~$630.5 million, or ~~49.1%~~96.0% of the portfolio, with gross unrealized losses of ~~$7.9~~$77.5 million as of December 31, ~~2021.~~2022.

As of June 30, 2023 and December 31, 2022, the Company held no securities as held to maturity; all securities were held as available-for-sale.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Investment Securities as Collateral

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, ~~$487.8~~$575.0 million and ~~$491.8~~$387.9 million of investment securities were pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and ~~Federal Home Loan Bank~~FHLB of Boston ~~("FHLBB")~~and FHLB of New York borrowings. The Banks had no outstanding FRB borrowings as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~

~~Table of Contents~~

~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~

2022.

Allowance for Credit Losses-Available-for-Sale Securities

For available-for-sale securities in an unrealized loss position, management first assesses whether (i) the Company intends to sell the security, or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either criterion is met, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither criterion is met, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through ~~an ACL~~the Allowance for Credit Losses ("ACL") is recognized in other comprehensive income. Adjustments to the allowance are reported as a component of credit loss expense. Available-for-sale securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met. The Company has made the accounting policy election to exclude accrued interest receivable on available-for-sale securities from the estimate of credit losses. Accrued interest receivables associated with debt securities available-for-sale totaled ~~$2.8~~$4.0 million as of ~~September~~June 30, ~~2022 and~~2023 compared $2.6 million to as of December 31, ~~2021.~~2022.

A debt security is placed on nonaccrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a debt security placed on nonaccrual is reversed against interest income. There were no debt securities on nonaccrual status and therefore there was no accrued interest related to debt securities reversed against interest income for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

Assessment for Available for Sale Securities for Impairment

Investment securities as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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, 2022													At June 30, 2023
		Less than Twelve Months				Twelve Months or Longer				Total					Less than Twelve Months				Twelve Months or Longer				Total
		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
		(In Thousands)													(In Thousands)
Investment securities available-for-sale:	Investment securities available-for-sale:													Investment securities available-for-sale:
GSE debentures	GSE debentures	$	62,641	$	1,360	$	95,480	$	23,610	$	158,121	$	24,970	GSE debentures	$	33,040	$	346	$	126,061	$	22,719	$	159,101	$	23,065
GSE CMOs	GSE CMOs	19,058		1,717		382		37		19,440		1,754		GSE CMOs	48,240		2,471		16,206		1,735		64,446		4,206
GSE MBSs	GSE MBSs	111,519		13,018		32,814		8,274		144,333		21,292		GSE MBSs	47,966		1,021		130,212		18,411		178,178		19,432

Municipal obligations														Municipal obligations	7,303		247		—		—		7,303		247
Corporate debt obligations	Corporate debt obligations	13,762		337		—		—		13,762		337		Corporate debt obligations	15,765		867		13,830		201		29,595		1,068
U.S. Treasury bonds	U.S. Treasury bonds	222,229		15,755		115,170		23,292		337,399		39,047		U.S. Treasury bonds	200,139		2,611		223,570		30,053		423,709		32,664
Foreign government obligations	Foreign government obligations	481		19		—		—		481		19		Foreign government obligations	—		—		477		23		477		23

Total temporarily impaired investment securities	Total temporarily impaired investment securities	$	429,690	$	32,206	$	243,846	$	55,213	$	673,536	$	87,419	Total temporarily impaired investment securities	$	352,453	$	7,563	$	510,356	$	73,142	$	862,809	$	80,705

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)


		At December 31, 2021													At December 31, 2022
		Less than Twelve Months				Twelve Months or Longer				Total					Less than Twelve Months				Twelve Months or Longer				Total
		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses			Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
		(In Thousands)													(In Thousands)
Investment securities available-for-sale:	Investment securities available-for-sale:													Investment securities available-for-sale:
GSE debentures	GSE debentures	$	45,695	$	1,487	$	70,075	$	2,748	$	115,770	$	4,235	GSE debentures	$	56,719	$	1,255	$	95,703	$	23,076	$	152,422	$	24,331
GSE CMOs	GSE CMOs	2,712		27		—		—		2,712		27		GSE CMOs	16,411		1,563		1,809		192		18,220		1,755
GSE MBSs	GSE MBSs	57,656		907		—		—		57,656		907		GSE MBSs	97,858		9,823		42,500		9,426		140,358		19,249

Corporate debt obligations														Corporate debt obligations	13,764		312		—		—		13,764		312
U.S. Treasury bonds	U.S. Treasury bonds	177,162		2,746		—		—		177,162		2,746		U.S. Treasury bonds	139,103		3,723		166,150		28,100		305,253		31,823
Foreign government obligations	Foreign government obligations	499		1		—		—		499		1		Foreign government obligations	477		23		—		—		477		23

Temporarily impaired investment securities available-for-sale	Temporarily impaired investment securities available-for-sale	283,724		5,168		70,075		2,748		353,799		7,916		Temporarily impaired investment securities available-for-sale	324,332		16,699		306,162		60,794		630,494		77,493

Total temporarily impaired investment securities	Total temporarily impaired investment securities	$	283,724	$	5,168	$	70,075	$	2,748	$	353,799	$	7,916	Total temporarily impaired investment securities	$	324,332	$	16,699	$	306,162	$	60,794	$	630,494	$	77,493

The Company performs regular analyses of the investment securities available-for-sale portfolio to determine whether a decline in fair value indicates that an investment security is impaired. In making these impairment determinations, management considers, among other factors, 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 security investment is impaired 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 consolidated statement of income and the noncredit portion is recognized in accumulated other comprehensive income. The credit portion of the 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 security is impaired 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 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 impaired as of ~~September~~June 30, ~~2022.~~2023. The Company has determined it is 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 impaired as of ~~September~~June 30, ~~2022.~~2023. If market conditions for investment securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional impairment in future periods.

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~~FHLB and the Federal Farm Credit Bank. As of ~~September~~June 30, ~~2022,~~2023, the Company held GNMA MBSs and CMOs, and Small Business Administration ("SBA") commercial loan asset-backed securities in its available-for-sale portfolio with an estimated fair value of ~~$2.8~~$33.8 million, all of which were backed explicitly by the full faith and credit of the U.S. Government, compared to ~~$4.2~~$2.7 million as of December 31, ~~2021.~~2022.

1215

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

As of ~~September~~June 30, ~~2022,~~2023, the Company owned 3541 GSE debentures with a total fair value of ~~$160.1~~$166.0 million, and a net unrealized loss of ~~$25.0~~$23.1 million. The acquisition of PCSB accounted for $40.0 million of the total fair value at June 30, 2023. As of December 31, ~~2021,~~2022, the Company held 4532 GSE debentures with a total fair value of ~~$217.5~~$152.4 million, with a net unrealized loss of ~~$2.2~~$24.3 million. As of ~~September~~June 30, ~~2022, 33~~2023, 37 of the 3541 securities in this portfolio were in an unrealized loss position. As of December 31, ~~2021, 12~~2022, 31 of the 4532 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company did not purchase GSE debentures.

As of ~~September~~June 30, ~~2022,~~2023, the Company owned 3360 GSE CMOs with a total fair value of ~~$19.4~~$64.4 million and a net unrealized loss of $4.2 million. The acquisition of PCSB accounted for $48.2 million of the total fair value at June 30, 2023. As of December 31, 2022, the Company held 32 GSE CMOs with a total fair value of $18.2 million with a net unrealized loss of $1.8 million. As of June 30, 2023 and December 31, ~~2021, the Company held 33 GSE CMOs with a total fair value of $28.1 million with a net unrealized gain of $0.2 million. As of September 30,~~ 2022 , all of the ~~securities in this portfolio were in an unrealized loss position. As of December 31, 2021, 5 of the 33~~ 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company did not purchase any GSE CMOs.

As of ~~September~~June 30, ~~2022,~~2023, the Company owned ~~136~~150 GSE MBSs with a total fair value of ~~$144.5~~$179.7 million and a net unrealized loss of ~~$21.3~~$19.4 million. The acquisition of PCSB accounted for $48.6 million of the total fair value at June 30, 2023. As of December 31, ~~2021,~~2022, the Company held ~~139~~134 GSE MBSs with a total fair value of ~~$199.8~~$140.6 million with a net unrealized ~~gain~~loss of ~~$2.8~~$19.2 million. As of ~~September~~June 30, ~~2022, 132~~2023, 143 of the ~~136~~150 securities in this portfolio were in an unrealized loss position. As of December 31, ~~2021, 16~~2022, 128 of the ~~139~~134 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~~six months ended ~~September~~June 30, 2023 the Company purchased $39.4 million of GSE MBSs compared to the same period in 2022 ~~and 2021,~~when the Company did not purchase any GSE MBSs.

MunicipalObligations

The Company invests in certain state and municipal securities with high credit ratings for portfolio diversification and tax planning purposes. As of June 30, 2023, the Company owned 47 municipal obligation securities with a total fair value of $15.6 million which approximates cost. The acquisition of PCSB, and purchases year to date accounted for all of the total fair value at June 30, 2023. As of December 31, 2022, the Company did not hold any municipal securities. As of June 30, 2023,12 of the 47 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2023, the Company purchased $5.6 million of municipal securities compared to the same period in 2022 when the Company did not purchase any municipal 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~~June 30, 2023, the Company held 13 corporate obligation securities with a total fair value of $31.9 million and a net unrealized loss of $1.1 million. The acquisition of PCSB accounted for $18.1 million of the total fair value at June 30, 2023. As of December 31, 2022, the Company held 4 corporate obligation securities with a total fair value of $13.8 million and a net unrealized loss of $0.3 million. As of ~~December 31, 2021,~~June 30, 2023, 12 of the ~~Company held 6 corporate obligation securities with a total fair value of $22.7 million and a net unrealized gain of $0.5 million. As of September 30, 2022, all of the~~13 securities in this portfolio were in an unrealized loss position. As of December 31, ~~2021, none~~2022, all 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company did not purchase any corporate obligations.

U.S. Treasury Bonds

The Company invests in securities issued by the U.S. government. As of ~~September~~June 30, ~~2022,~~2023, the Company owned 4470 U.S. Treasury bonds with a total fair value of ~~$337.4~~$452.1 million and ana net unrealized loss of ~~$39.0~~$32.7 million. ~~This compares to 34~~The acquisition of PCSB accounted for $163.8 million of the total fair value at June 30, 2023. As of December 31, 2022, the Company held 41 U.S. Treasury bonds with a total fair value of ~~$252.3~~$331.3 million and ana net unrealized loss of ~~$1.6 million as of December 31, 2021.~~$31.5 million. As of ~~September~~June 30, ~~2022, all~~2023, 64 of the 70 securities in this portfolio were in an unrealized loss position. As of December 31, ~~2021, 18~~2022, 38 of the 3441 securities in this portfolio were in an unrealized loss position. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, the Company purchased ~~$122.6~~$234.0 million of U.S. Treasury bonds, compared to the same period in ~~2021~~2022 when the Company purchased ~~$153.2~~$122.6 million U.S. Treasury bonds.

~~Foreign Government Obligations~~

As of September 30, 2022 and December 31, 2021, the Company owned 1 foreign government obligation security with a fair value of $0.5 million, which approximated cost. As of September 30, 2022 and December 31, 2021, respectively, the security was in an unrealized loss position. During the nine months ended September 30, 2022, the Company repurchased the foreign government obligations that had matured.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Foreign Government Obligations

As of June 30, 2023 and December 31, 2022, the Company owned 1 foreign government obligation security with a fair value of $0.5 million, which approximated cost. As of June 30, 2023 and December 31, 2022, respectively, the security was in an unrealized loss position. During the six months ended June 30, 2023, the Company did not purchase any foreign government obligations, compared to the same period in 2022, when the Company repurchased the foreign government obligation that had matured.

Portfolio Maturities

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


		At September 30, 2022						At December 31, 2021							At June 30, 2023						At December 31, 2022
		Amortized Cost		Estimated Fair Value		Weighted Average Rate		Amortized Cost		Estimated Fair Value		Weighted Average Rate			Amortized Cost		Estimated Fair Value		Weighted Average Rate		Amortized Cost		Estimated Fair Value		Weighted Average Rate
		(Dollars in Thousands)													(Dollars in Thousands)
Investment securities available-for-sale:	Investment securities available-for-sale:													Investment securities available-for-sale:
Within 1 year	Within 1 year	$	79,704	$	78,813	2.19	%	$	53,791	$	54,183	2.09	%	Within 1 year	$	135,793	$	135,258	4.08	%	$	119,912	$	119,075	3.10	%
After 1 year through 5 years	After 1 year through 5 years	208,381		196,336		1.95	%	139,068		141,928		1.95	%	After 1 year through 5 years	310,475		297,518		3.05	%	163,941		156,120		2.40	%
After 5 years through 10 years	After 5 years through 10 years	306,939		256,544		1.31	%	322,873		317,324		1.29	%	After 5 years through 10 years	302,905		259,982		1.71	%	291,284		244,847		1.30	%
Over 10 years	Over 10 years	168,085		143,999		2.10	%	205,369		207,431		1.96	%	Over 10 years	241,614		217,452		3.38	%	158,841		136,724		2.10	%
		$	763,109	$	675,692	1.77	%	$	721,101	$	720,866	1.67	%		$	990,787	$	910,210	2.90	%	$	733,978	$	656,766	2.06	%

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~~June 30, ~~2022,~~2023, issuers of debt securities with an estimated fair value of ~~$52.8~~$95.0 million had the right to call or prepay the obligations. Of the ~~$52.8~~$95.0 million, approximately ~~$2.4~~$5.4 million matures in less then 1 year, ~~$6.4~~$35.2 million matures in 1-5 years, ~~$37.0~~$46.8 million matures in 6-10 years, and ~~$7.0~~$7.6 million matures after ten years. As of December 31, ~~2021,~~2022, issuers of debt securities with an estimated fair value of approximately ~~$67.0~~$53.1 million had the right to call or prepay the obligations. Of the ~~$67.0~~$53.1 million, approximately ~~$3.1~~$2.5 million matures in less then 1 year, ~~$9.4~~$6.3 million matures in 1-5 years, ~~$44.9~~$37.4 million matures in 6-10 years, and ~~$9.6~~$6.9 million matures after ten years.

Security Sales

The proceeds from the sale of investment securities available-for-sale were $230.0 million during the six months ended June 30, 2023, compared to the six months ended June 30, 2022 where the Company did not sell any investment securities ~~available-for-sale or equity securities held-for-trading~~available-for-sale. Securities sales executed during the ~~nine~~six months ended ~~September 30, 2022. This compares~~were related to ~~$0.5 million~~the acquisition of ~~equity securities held-for-trading sold during~~PCSB and the ~~nine months ended September 30, 2021.~~restructuring of the acquired investment portfolio.


	~~Nine Months Ended September 30, 2022~~		~~Nine Months Ended September 30, 2021~~
	~~(In Thousands)~~

~~Proceeds from sales of investment securities available-for-sale and equity securities held-for-trading~~	$	—	$	~~520~~

~~Gross gains from securities sales~~	—				1

~~Gross losses from securities sales~~	—				—

~~Gain on sales of securities, net~~	$	—			$
	1


	Six Months Ended June 30,
	2023		2022
	(In Thousands)
Investment securities available-for-sale:
Proceeds from sales:	$	229,981	$	—
Gross gains from sales	2,705		—
Gross losses from sales	(1,001)		—
Gain on sales of securities, net	$	1,704	$	—

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

(4) Loans and Leases

The following table presents the amortized cost of loans and leases and weighted average coupon rates for the loan and lease portfolios at the dates indicated:

At September 30, 2022 At December 31, 2021
Balance Weighted
Average
Coupon Balance Weighted
Average
Coupon
(Dollars In Thousands)
Commercial real estate loans:
Commercial real estate $ 3,032,202 4.33 % $ 2,842,791 3.41 %
Multi-family mortgage 1,053,014 4.15 % 1,099,818 3.26 %
Construction 184,296 5.24 % 160,431 3.60 %
Total commercial real estate loans 4,269,512 4.32 % 4,103,040 3.38 %
Commercial loans and leases:
Commercial (1)
713,189 5.10 % 734,388 3.31 %
Equipment financing 1,176,248 6.84 % 1,105,611 6.86 %
Condominium association 44,208 4.58 % 47,137 4.34 %
Total commercial loans and leases 1,933,645 6.15 % 1,887,136 5.42 %
Consumer loans:
Residential mortgage 836,574 3.78 % 799,737 3.49 %
Home equity 330,606 5.86 % 324,156 3.27 %
Other consumer 50,967 5.32 % 40,388 2.90 %
Total consumer loans 1,218,147 4.41 % 1,164,281 3.41 %
Total loans and leases $ 7,421,304 4.80 % $ 7,154,457 3.92 %

(1) Including $878 and $67,711 of PPP loans as of September 30, 2022 and December 31, 2021, respectively. These loans are fully guaranteed by the SBA and therefore, have not been reserved for in the allowance for credit losses as of September 30, 2022 and December 31, 2021.


	At June 30, 2023				At December 31, 2022
	Balance		Weighted Average Coupon		Balance		Weighted Average Coupon
	(Dollars In Thousands)
Commercial real estate loans:
Commercial real estate	$	3,997,027	5.30	%	$	3,046,746	4.93	%
Multi-family mortgage	1,358,475		4.99	%	1,150,597		4.74	%
Construction	315,269		6.58	%	206,805		6.51	%
Total commercial real estate loans	5,670,771		5.30	%	4,404,148		4.95	%
Commercial loans and leases:
Commercial	845,192		6.64	%	752,948		6.03	%
Equipment financing	1,306,165		7.34	%	1,216,585		7.04	%
Condominium association	41,670		4.83	%	46,966		4.80	%
Total commercial loans and leases	2,193,027		7.02	%	2,016,499		6.61	%
Consumer loans:
Residential mortgage	1,082,425		4.24	%	844,614		3.98	%
Home equity	346,842		7.79	%	322,622		7.00	%
Other consumer	47,734		7.46	%	56,505		6.65	%
Total consumer loans	1,477,001		5.18	%	1,223,741		4.90	%
Total loans and leases	$	9,340,799	5.67	%	$	7,644,388	5.38	%

Accrued interest on loans and leases, which were excluded from the amortized cost of loans and leases totaled ~~$21.1~~$34.8 million and ~~$16.7~~$26.1 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, and were included in other assets in the accompanying consolidated balance sheets.

The net unamortized deferred loan origination costs included in total loans and leases were ~~$12.0~~$10.7 million and ~~$10.9~~$11.3 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of equipment financing, ~~26.9%~~29.6% of which is in the greater New York and New Jersey metropolitan area and ~~73.1%~~70.4% of which is in other areas in the United States of America as of ~~September~~June 30, ~~2022.~~2023.

Loans and Leases Pledged as Collateral

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~$2.1~~$3.3 billion and ~~$2.7~~$2.4 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~~FHLB borrowings. The Banks did not have any outstanding FRB borrowings as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

(5) Allowance for Credit Losses

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

Three Months Ended September 30, 2022
Commercial
Real Estate Commercial Consumer Total
(In Thousands)
Balance at June 30, 2022 $ 70,027 $ 20,105 $ 3,056 $ 93,188
Charge-offs — (584) (14) (598)
Recoveries 6 763 8 777
(Credit) provision for loan and lease losses (2,573) 2,984 391 802
Balance at September 30, 2022 $ 67,460 $ 23,268 $ 3,441 $ 94,169


	Three Months Ended June 30, 2023
	Commercial Real Estate		Commercial		Consumer		Total
	(In Thousands)
Balance at March 31, 2023	$	82,692	$	32,761	$	5,412	$	120,865

Charge-offs	—		(1,685)		(5)		(1,690)
Recoveries	6		577		10		593
Provision (credit) for loan and lease losses excluding unfunded commitments	1,603		3,981		465		6,049

Balance at June 30, 2023	$	84,301	$	35,634	$	5,882	$	125,817

Three Months Ended September 30, 2021
Commercial
Real Estate Commercial Consumer Total
(In Thousands)
Balance at June 30, 2021 $ 74,009 $ 28,364 $ 4,101 $ 106,474
Charge-offs — (1,583) (17) (1,600)
Recoveries 1 308 36 345
(Credit) provision for loan and lease losses (1,630) 101 (1,175) (2,704)
Balance at September 30, 2021 $ 72,380 $ 27,190 $ 2,945 $ 102,515


	Three Months Ended June 30, 2022
	Commercial Real Estate		Commercial		Consumer		Total
	(In Thousands)
Balance at March 31, 2022	$	69,031	$	23,503	$	2,929	$	95,463

Charge-offs	—		(1,533)		—		(1,533)
Recoveries	6		279		6		291
Provision (credit) for loan and lease losses excluding unfunded commitments	990		(2,144)		121		(1,033)
Balance at June 30, 2022	$	70,027	$	20,105	$	3,056	$	93,188

Nine Months Ended September 30, 2022
Commercial
Real Estate Commercial Consumer Total
(In Thousands)
Balance at December 31, 2021 $ 69,213 $ 27,055 $ 2,816 $ 99,084
Charge-offs (37) (4,417) (20) (4,474)
Recoveries 18 1,395 52 1,465
(Credit) provision for loan and lease losses (1,734) (765) 593 (1,906)
Balance at September 30, 2022 $ 67,460 $ 23,268 $ 3,441 $ 94,169

Nine Months Ended September 30, 2021
Commercial
Real Estate Commercial Consumer Total
(In Thousands)
Balance at December 31, 2020 $ 80,132 $ 29,498 $ 4,749 $ 114,379
Charge-offs (28) (4,907) (29) (4,964)
Recoveries 12 1,127 215 1,354
(Credit) provision for loan and lease losses (7,736) 1,472 (1,990) (8,254)
Balance at September 30, 2021 $ 72,380 $ 27,190 $ 2,945 $ 102,515



	Six Months Ended June 30, 2023
	Commercial Real Estate		Commercial		Consumer		Total
	(In Thousands)
Balance at December 31, 2022	$	68,154	$	26,604	$	3,724	$	98,482


Charge-offs	—		(2,525)		(16)		(2,541)
Recoveries	12		960		21		993
Provision (credit) for loan and lease losses excluding unfunded commitments	16,135		10,595		2,153		28,883
Balance at June 30, 2023	$	84,301	$	35,634	$	5,882	$	125,817

The ~~allowance~~table above excludes the establishment of the initial reserve for ~~credit losses for unfunded credit commitments, which is included~~PCD loans and leases of $2.3 million, net of $2.3 million of day one charge-offs recognized at the date of the acquisition in ~~other liabilities, was $19.6 million and $14.8 million at September 30, 2022 and December 31, 2021, respectively.~~accordance with GAAP.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)



	Six Months Ended June 30, 2022
	Commercial Real Estate		Commercial		Consumer		Total
	(In Thousands)
Balance at December 31, 2021	$	69,213	$	27,055	$	2,816	$	99,084

Charge-offs	(37)		(3,833)		(7)		(3,877)
Recoveries	11		632		44		687
Provision (credit) for loan and lease losses excluding unfunded commitments	840		(3,749)		203		(2,706)
Balance at June 30, 2022	$	70,027	$	20,105	$	3,056	$	93,188

The allowance for credit losses for unfunded credit commitments, which is included in other liabilities, was $22.8 million, and $20.6 million at June 30, 2023 and December 31, 2022, respectively.

Provision for Credit Losses

The ~~provisions~~provision (credit) for credit losses are set forth below for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In Thousands)									(In Thousands)
Provision (credit) for loan and lease losses:	Provision (credit) for loan and lease losses:									Provision (credit) for loan and lease losses:
Commercial real estate	Commercial real estate	$	(2,573)	$	(1,630)	$	(1,734)	$	(7,736)	Commercial real estate	$	1,603	$	990	$	16,135	$	840
Commercial	Commercial	2,984		101		(765)		1,472		Commercial	3,981		(2,144)		10,595		(3,749)
Consumer	Consumer	391		(1,175)		593		(1,990)		Consumer	465		121		2,153		203

Total (credit) provision for loan and lease losses	Total (credit) provision for loan and lease losses	802		(2,704)		(1,906)		(8,254)		Total (credit) provision for loan and lease losses	6,049		(1,033)		28,883		(2,706)

Unfunded commitments	Unfunded commitments	2,043		(406)		4,760		(334)		Unfunded commitments	(323)		1,206		2,187		2,715
Investment securities available-for-sale		(10)		—		48		—

Total provision (credit) for credit losses	Total provision (credit) for credit losses	$	2,835	$	(3,110)	$	2,902	$	(8,588)	Total provision (credit) for credit losses	$	5,726	$	173	$	31,070	$	9

Allowance for Loan and Lease Losses Methodology

Management has established a methodology to determine the adequacy of the allowance for credit losses that assesses the risks and losses expected on the loan and lease portfolio and unfunded commitments. Additions to the allowance for credit 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.

To calculate the allowance for loans collectively evaluated, management uses models developed by a third party. ~~The models include: commercial~~Commercial real estate ("CRE"), commercial and industrial ("C&I"), and retail lifetime loss rate models calculate the expected losses over the life of the loan based on exposure at default loan attributes and reasonable, supportable economic forecasts. The exposure at default considers the current unpaid balance, prepayment assumptions and expected utilization assumptions. The expected loss estimates for two small commercial portfolios are based on historical loss rates.

Key assumptions used in the models include portfolio segmentation, prepayments, and the expected utilization of unfunded commitments, among others. The portfolios are segmented by loan level attributes such as loan type, loan size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated and loss rates are subsequently applied to the pools as the loans have like characteristics. Prepayment assumptions are embedded within the models and are based on the same data used for model development and incorporate adjustments for reasonable and supportable forecasts. Model development data and developmental time periods vary by model, but all use at least ten years of historical data and capture at least one recessionary period. Expected utilization is based on current utilization and a loan equivalency ("LEQ") factor. LEQ varies by current utilization and provides a reasonable estimate of expected draws and borrower behavior.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Assumptions and model inputs are reviewed in accordance with model monitoring practices and as information becomes available.

The ACL estimate incorporates reasonable and supportable forecasts of various macro-economic variables over the remaining life of loans and leases. The development of the reasonable and supportable forecast assume each macro-economic variable will revert to long-term expectations, with reversion characteristics unique to specific economic indicators and forecasts. Reversion towards long-term expectations generally begins two to three years from the forecast start date and largely completes within the first five years. Because the reasonable and supportable economic forecasts used in the models are mean reverting, the models are therefore considered to be implicitly mean reverting.

Management elected to use multiple economic forecasts in determining the reserve to account for economic uncertainty. The forecasts include various projections of ~~Gross Domestic Product~~gross domestic product ("GDP"), interest rates, property price indices, and employment measures. Scenario weighting and model parameters are reviewed for each calculation and updated to reflect facts and circumstances as of the financial statement date. The forecasts utilized at ~~September~~June 30, ~~2022~~2023 reflect the immediate and longer-term effects of ~~the COVID-19 pandemic as well as the effects from~~ a rising interest rate environment and ~~inflation.~~

~~Table of Contents~~

~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~

The CRE lifetime loss rate, C&I lifetime loss rate, and Retail lifetime loss rate models were developed using the historical loss experience of all banks in the model’s developmental dataset. Banks in the model’s developmental dataset may have different loss experiences due to geography and portfolio as well as variances in operational and underwriting procedures from the Company, and therefore, the Company calibrates expected losses using a scalar for each model. Each scalar was calculated by examining the loss rates of peer banks that have similar operations and asset bases to the Company and comparing these peer group loss rates to the model results. Peer group loss rates were used in the scalar calculation because management believes the peer group’s historical losses provide a better reflection of the Company’s current portfolio and operating procedures than the Company’s historical losses. Qualitative adjustments are also applied to the results of the three loss rate models.inflationary conditions.

As of ~~September~~June 30, ~~2022,~~2023, management applied qualitative adjustments to the CRE lifetime loss rate, C&I lifetime loss rate, and Retail lifetime loss rate models. These adjustments addressed model limitations, were based on historical loss patterns, and targeted specific risks within the certain portfolios. A general qualitative adjustment was applied to all models to account for general economic uncertainty by placing a greater probability on negative economic forecasts. Additional qualitative adjustments were applied to the commercial, multifamily, and commercial real estate (includes owner occupied, non-owner occupied, and construction) portfolios based on the Company’s historical loss experience and the loss experience of the Company’s peer group. High risk segments of the Eastern Funding portfolios also received additional qualitative adjustments based on recent loss history and expected liquidation values. These qualitative adjustments resulted in additions to reserves for all portfolios, as compared to the model output.

Specific reserves are established for loans individually evaluated for impairment when amortized cost basis is greater than the discounted present value of expected future cash flows or, in the case of collateral-dependent loans, when there is an excess of a loan's amortized cost basis over the fair value of its underlying collateral. When loans and leases do not share risk characteristics with other financial assets they are evaluated individually. Individually evaluated loans are reviewed quarterly with adjustments made to the calculated reserve as necessary.

The general allowance for loan and lease losses was ~~$93.1~~$111.0 million as of ~~September~~June 30, ~~2022,~~2023, compared to ~~$95.8~~$95.4 million as of December 31, ~~2021.~~2022. The ~~reduction~~increase in the ~~ACL is attributable to continued low level~~general allowance was primarily driven by the acquisition of ~~net charge-offs~~PCSB Bank during the year, which contributed $14.8 million of the $15.6 million increase, and ~~a reduction in qualitative adjustments that consider longer-term risks.~~secondarily by loan growth during the year.

The specific allowance for loan and lease losses was ~~$1.1~~$14.8 million as of ~~September~~June 30, ~~2022,~~2023, compared to ~~$3.3~~$3.1 million as of December 31, ~~2021.~~2022. The specific allowance ~~decreased~~increased by ~~$2.3~~$11.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 primarily due to ~~the charge-off of a~~specific reserves on two C&I accounts totaling $6 million, as well as specific reserve increases totaling $2.9 million for ~~a specialty finance relationship.~~commercial real estate loans and $2.2 million in equipment financing loans.

As of ~~September~~June 30, ~~2022,~~2023, management believes that the methodology for calculating the allowance is sound and that the allowance provides a reasonable basis for determining and reporting on expected losses over the lifetime of the Company’s loan portfolios.

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, adversely risk-rated, 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 ~~troubled debt restructuring ("TDR")~~modified loan.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

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.

~~Table of Contents~~

~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~

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.

Credit Quality Information

The following table presents the amortized cost basis of loans in each class by credit quality indicator and year of origination as of ~~September~~June 30, ~~2022.~~2023.

September 30, 2022
2022 2021 2020 2019 2018 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
(In Thousands)
Commercial Real Estate
Pass $ 363,706 $ 648,462 $ 296,885 $ 376,868 $ 227,324 $ 995,456 $ 54,683 $ 11,032 $ 2,974,416
OAEM — 2,618 90 14,860 2,853 31,833 — — 52,254
Substandard — 656 — — — 3,608 — 1,268 5,532
Total 363,706 651,736 296,975 391,728 230,177 1,030,897 54,683 12,300 3,032,202
Multi-Family Mortgage


	June 30, 2023
	2023	2022	2021	2020	2019	Prior	Revolving Loans	Revolving Loans Converted to Term Loans	Total
		(In Thousands)
Commercial Real Estate

1922

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)


		September 30, 2022										June 30, 2023
		2022		2021		2020		2019		2018			Prior		Revolving Loans			Revolving Loans Converted to Term Loans		Total			2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
				(In Thousands)													(In Thousands)
Pass	Pass	82,302		229,072		120,039		143,295		96,250			329,930		5,118			36,824		1,042,830		Pass	$	241,350	$	656,424	$	786,618	$	388,710	$	469,881	$	1,298,263	$	69,618	$	12,105	$	3,922,969
OAEM																						OAEM	—		—		2,565		3,431		—		42,051		—		—		48,047
Substandard																						Substandard	—		—		—		—		14,757		11,254		—		—		26,011

Total																						Total	241,350		656,424		789,183		392,141		484,638		1,351,568		69,618		12,105		3,997,027
Multi-Family Mortgage																						Multi-Family Mortgage
Pass																						Pass	6,834		198,059		238,086		169,934		208,360		490,643		6,355		36,623		1,354,894
OAEM																						OAEM	—		—		—		—		1,333		—		—		—		1,333
Substandard	Substandard	—		—		—		3,764		—			6,420		—			—		10,184		Substandard	—		—		—		—		—		2,248		—		—		2,248

Total	Total	82,302		229,072		120,039		147,059		96,250			336,350		5,118			36,824		1,053,014		Total	6,834		198,059		238,086		169,934		209,693		492,891		6,355		36,623		1,358,475
Construction	Construction																					Construction
Pass	Pass	41,304		59,938		26,836		(9,675)		49,844			—		7,351			—		175,598		Pass	15,760		185,066		70,667		9,651		10,810		910		6,200		—		299,064
OAEM	OAEM	491		7,501		—		—		—			—		—			—		7,992		OAEM	—		1,744		10,633		—		—		—		—		—		12,377
Substandard	Substandard	—		—		—		—		—			706		—			—		706		Substandard	—		—		—		—		1,501		2,327		—		—		3,828

Total	Total	41,795		67,439		26,836		(9,675)		49,844			706		7,351			—		184,296		Total	15,760		186,810		81,300		9,651		12,311		3,237		6,200		—		315,269
Commercial	Commercial																					Commercial
Pass	Pass	63,697		126,899		51,305		38,098		31,087			67,008		324,243			1,117		703,454		Pass	53,121		145,185		131,871		41,850		26,089		79,057		318,473		3,809		799,455
OAEM	OAEM	—		4,143		1,215		2,017		—			—		1,155			—		8,530		OAEM	—		—		94		2,569		1,385		—		12,676		249		16,973
Substandard	Substandard	—		14		—		—		—			30		323			835		1,202		Substandard	1,004		—		4,635		1,182		13,190		29		8,420		301		28,761
Doubtful	Doubtful	—		—		—		—		—			2		—			1		3		Doubtful	—		—		—		—		—		1		—		2		3
Total	Total	63,697		131,056		52,520		40,115		31,087			67,040		325,721			1,953		713,189		Total	54,125		145,185		136,600		45,601		40,664		79,087		339,569		4,361		845,192
Current-period gross writeoffs																						Current-period gross writeoffs	—		—		—		—		7		85		—		—		92
Equipment Financing	Equipment Financing																					Equipment Financing
Pass	Pass	330,299		301,241		201,044		157,921		89,486			70,240		13,159			1,900		1,165,290		Pass	231,217		433,296		242,641		152,274		111,885		99,376		13,746		2,867		1,287,302
OAEM	OAEM	—		—		188		155		18			—		—			—		361		OAEM	—		2,746		1,391		1,339		506		66		—		—		6,048
Substandard	Substandard	174		676		1,487		2,872		2,458			2,914		—			—		10,581		Substandard	46		3,124		1,823		1,126		2,539		2,315		—		—		10,973
Doubtful	Doubtful	—		—		—		—		2			14		—			—		16		Doubtful	—		562		1,265		—		—		15		—		—		1,842
Total	Total	330,473		301,917		202,719		160,948		91,964			73,168		13,159			1,900		1,176,248		Total	231,263		439,728		247,120		154,739		114,930		101,772		13,746		2,867		1,306,165
Current-period gross writeoffs																						Current-period gross writeoffs	—		514		845		108		273		694		—		—		2,434
Condominium Association	Condominium Association																					Condominium Association
Pass		3,906		6,275		8,582		6,175		1,855			13,499		3,824			27		44,143

Substandard		—		—		—		—		—			65		—			—		65

Total		3,906		6,275		8,582		6,175		1,855			13,564		3,824			27		44,208
Other Consumer
Pass	Pass	395		446		25		17		1,504			750		47,829			1		50,967		Pass	1,234		6,484		7,475		7,336		5,118		11,640		2,183		200		41,670

Total		395		446		25		17		1,504			750		47,829			1		50,967
Total
Pass		885,609		1,372,333		704,716		712,699		497,350			1,476,883		456,207			50,901		6,156,698
OAEM		491		14,262		1,493		17,032		2,871			31,833		1,155			—		69,137
Substandard		174		1,346		1,487		6,636		2,458			13,743		323			2,103		28,270
Doubtful		—		—		—		—		2			16		—			1		19
Total		$	886,274	$	1,387,941	$	707,696	$	736,367	$	502,681		$	1,522,475	$	457,685		$	53,005	$	6,254,124

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)


	June 30, 2023
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
			(In Thousands)
Total	1,234		6,484		7,475		7,336		5,118		11,640		2,183		200		41,670
Other Consumer
Pass	310		389		816		10		26		2,104		44,078		1		47,734



Total	310		389		816		10		26		2,104		44,078		1		47,734
Current-period gross writeoffs	4		—		1		—		11		7		—		—		23
Total
Pass	549,826		1,624,903		1,478,174		769,765		832,169		1,981,993		460,653		55,605		7,753,088
OAEM	—		4,490		14,683		7,339		3,224		42,117		12,676		249		84,778
Substandard	1,050		3,124		6,458		2,308		31,987		18,173		8,420		301		71,821
Doubtful	—		562		1,265		—		562		16		—		2		2,407
Total	$	550,876	$	1,633,079	$	1,500,580	$	779,412	$	867,942	$	2,042,299	$	481,749	$	56,157	$	7,912,094

As of ~~September~~June 30, ~~2022,~~2023, there were no loans categorized as definite loss.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

For residential mortgage and home equity loans, the borrowers' credit scores contribute as a reserve metric in the retail loss rate model.


	At June 30, 2023
	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
			(In Thousands)
Residential
Credit Scores
Over 700	$	36,092	$	175,692	$	220,158	$	123,651	$	90,123	$	283,544	$	4,707	$	443	$	934,410
661 - 700	3,415		14,883		10,791		9,000		5,969		21,900		—		—		65,958
600 and below	1,506		13,978		5,049		8,199		3,201		23,132		—		—		55,065
Data not available*	405		3,178		—		179		1,471		21,759		—		—		26,992
Total	$	41,418	$	207,731	$	235,998	$	141,029	$	100,764	$	350,335	$	4,707	$	443	$	1,082,425
Home Equity
Credit Scores
Over 700	$	3,875	$	3,979	$	1,837	$	960	$	1,341	$	8,170	$	277,118	$	5,590	$	302,870
661 - 700	126		512		43		—		16		894		20,017		1,020		22,628
600 and below	180		95		—		34		43		307		14,359		1,308		16,326
Data not available*	25		14		—		—		—		223		4,320		436		5,018
Total	$	4,206	$	4,600	$	1,880	$	994	$	1,400	$	9,594	$	315,814	$	8,354	$	346,842

* Primarily represents loans made to trusts and purchase mortgages.

The following tables present the recorded investment in loans in each class as of December 31, 2022, by credit quality indicator.


	December 31, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
	(In Thousands)
Commercial Real Estate
Pass	$	475,105	$	622,952	$	290,913	$	362,339	$	210,954	$	971,274	$	55,464	$	9,167	$	2,998,168
OAEM	—		2,600		112		14,805		2,841		25,875		—		—		46,233
Substandard	—		—		—		—		—		2,345		—		—		2,345

Total	475,105		625,552		291,025		377,144		213,795		999,494		55,464		9,167		3,046,746
Multi-Family Mortgage
Pass	162,139		226,502		132,893		114,109		142,271		324,415		4,823		36,662		1,143,814

Substandard	—		—		—		—		—		6,783		—		—		6,783

Total	162,139		226,502		132,893		114,109		142,271		331,198		4,823		36,662		1,150,597

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

At September 30, 2022
2022 2021 2020 2019 2018 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
(In Thousands)
Residential
Credit Scores
Over 700 $ 85,227 $ 180,645 $ 97,788 $ 62,277 $ 39,372 $ 140,303 $ 4,685 $ 350 $ 610,647
661 - 700 14,722 21,575 18,381 11,841 8,847 30,349 — — 105,715
600 and below 6,154 3,772 5,324 3,161 2,272 14,830 — — 35,513
Data not available* 21,832 7,593 716 3,328 — 51,230 — — 84,699
Total $ 127,935 $ 213,585 $ 122,209 $ 80,607 $ 50,491 $ 236,712 $ 4,685 $ 350 $ 836,574
Home Equity
Credit Scores
Over 700 $ 2,747 $ 1,434 $ 1,073 $ 1,347 $ 1,035 $ 7,235 $ 252,222 $ 2,057 $ 269,150
661 - 700 278 93 36 261 282 1,387 41,815 382 44,534
600 and below 91 89 50 95 — 398 8,733 599 10,055
Data not available* 3 3 — — — 1,044 5,569 248 6,867
Total $ 3,119 $ 1,619 $ 1,159 $ 1,703 $ 1,317 $ 10,064 $ 308,339 $ 3,286 $ 330,606

* Represents loans and leases for which data are not available.

~~The following tables present the recorded investment in loans in each class as of December 31, 2021, by credit quality indicator.~~


		December 31, 2021										December 31, 2022
		2021		2020		2019		2018		2017			Prior			Revolving Loans		Revolving Loans Converted to Term Loans		Total			2022	2021	2020	2019	2018	Prior	Revolving Loans	Revolving Loans Converted to Term Loans	Total
		(In Thousands)													(In Thousands)
Commercial Real Estate
Construction																						Construction
Pass	Pass	$	660,657	$	309,397	$	398,269	$	242,931	$	188,952		$	923,232		$	47,315	$	12,230	$	2,782,983	Pass	82,650	73,995	13,787	16,421	3,306	—	6,456	—	196,615
OAEM	OAEM	—		—		16,891		2,888		3,877			22,929			—		—		46,585		OAEM	842	8,641	—	—	—	—	—	—	9,483
Substandard	Substandard	675		180		—		—		569			7,985			—		3,814		13,223		Substandard	—	—	—	—	—	707	—	—	707

Total	Total	661,332		309,577		415,160		245,819		193,398			954,146			47,315		16,044		2,842,791		Total	83,492	82,636	13,787	16,421	3,306	707	6,456	—	206,805
Multi-Family Mortgage
Commercial																						Commercial
Pass	Pass	230,219		124,897		149,580		120,683		84,124			347,991			4,095		37,040		1,098,629		Pass	178,212	116,674	48,713	22,809	29,350	52,866	273,467	1,071	723,162
OAEM	OAEM	—		—		—		—		—			1,189			—		—		1,189		OAEM	—	109	—	14,821	—	—	2,187	—	17,117
Substandard																						Substandard	—	3,835	1,215	494	—	30	6,461	632	12,667
Doubtful																						Doubtful	—	—	—	—	—	1	—	1	2
Total																						Total	178,212	120,618	49,928	38,124	29,350	52,897	282,115	1,704	752,948
Equipment Financing																						Equipment Financing
Pass																						Pass	443,323	282,398	185,007	140,931	76,595	60,980	13,236	1,301	1,203,771
OAEM																						OAEM	1,019	1,453	184	455	13	—	—	—	3,124
Substandard																						Substandard	608	784	1,514	2,597	2,503	1,669	—	—	9,675
Doubtful																						Doubtful	—	—	—	—	2	13	—	—	15
Total																						Total	444,950	284,635	186,705	143,983	79,113	62,662	13,236	1,301	1,216,585
Condominium Association																						Condominium Association
Pass																						Pass	5,821	7,743	8,810	5,858	1,603	12,227	4,823	23	46,908

Substandard																						Substandard	—	—	—	—	—	58	—	—	58

Total	Total	230,219		124,897		149,580		120,683		84,124			349,180			4,095		37,040		1,099,818		Total	5,821	7,743	8,810	5,858	1,603	12,285	4,823	23	46,966
Other Consumer																						Other Consumer
Pass																						Pass	411	393	15	13	1,503	750	53,418	1	56,504

Substandard																						Substandard	—	—	—	—	—	—	1	—	1

Total																						Total	411	393	15	13	1,503	750	53,419	1	56,505
Total																						Total
Pass																						Pass	1,347,661	1,330,657	680,138	662,480	465,582	1,422,512	411,687	48,225	6,368,942
OAEM																						OAEM	1,861	12,803	296	30,081	2,854	25,875	2,187	—	75,957
Substandard																						Substandard	608	4,619	2,729	3,091	2,503	11,592	6,462	632	32,236

2126

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

December 31, 2021
2021 2020 2019 2018 2017 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
(In Thousands)
Construction
Pass 48,988 32,448 17,552 49,801 — — 7,847 — 156,636
Substandard — — 3,795 — — — — — 3,795
Total 48,988 32,448 21,347 49,801 — — 7,847 — 160,431
Commercial
Pass 231,829 76,535 44,454 36,498 9,009 99,724 221,861 1,335 721,245
OAEM — 1,494 3,106 2,880 — — 844 — 8,324
Substandard 17 13 — 90 189 1,826 773 1,909 4,817
Doubtful — — — — — — — 2 2
Total 231,846 78,042 47,560 39,468 9,198 101,550 223,478 3,246 734,388
Equipment Financing
Pass 350,564 266,845 216,369 131,802 65,132 53,177 3,959 349 1,088,197
OAEM — 196 1,622 277 65 16 — — 2,176
Substandard 286 1,115 3,811 4,905 2,332 2,775 — — 15,224
Doubtful — — — 1 6 7 — — 14
Total 350,850 268,156 221,802 136,985 67,535 55,975 3,959 349 1,105,611
Condominium Association
Pass 4,380 9,423 7,814 4,121 4,050 14,074 3,086 105 47,053
Substandard — — — — — 84 — — 84
Total 4,380 9,423 7,814 4,121 4,050 14,158 3,086 105 47,137
Other Consumer
Pass 562 133 46 1,508 28 730 37,378 2 40,387
Substandard — — — — — — 1 — 1
Total 562 133 46 1,508 28 730 37,379 2 40,388
Total
Pass 1,527,199 819,678 834,084 587,344 351,295 1,438,928 325,541 51,061 5,935,130
OAEM — 1,690 21,619 6,045 3,942 24,134 844 — 58,274
Substandard 978 1,308 7,606 4,995 3,090 12,670 774 5,723 37,144


	December 31, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
	(In Thousands)
Doubtful	—		—		—		—		2		14		—		1		17
Total	$	1,350,130	$	1,348,079	$	683,163	$	695,652	$	470,941	$	1,459,993	$	420,336	$	48,858	$	6,477,152

As of December 31, 2022, there were no loans categorized as definite loss.


	At December 31, 2022
	2022		2021		2020		2019		2018		Prior		Revolving Loans		Revolving Loans Converted to Term Loans		Total
	(In Thousands)
Residential
Credit Scores
Over 700	$	108,125	$	176,341	$	95,484	$	61,763	$	38,949	$	132,359	$	4,942	$	348	$	618,311
661 - 700	15,018		21,450		17,611		11,388		8,308		29,999		—		—		103,774
600 and below	6,133		3,754		5,275		2,833		2,264		14,688		—		—		34,947
Data not available*	28,097		6,661		712		3,316		—		48,796		—		—		87,582
Total	$	157,373	$	208,206	$	119,082	$	79,300	$49,521		$	225,842	$	4,942	$	348	$	844,614
Home Equity
Credit Scores
Over 700	$	3,833	$	1,399	$	1,128	$	1,209	$	984	$	6,862	$	247,188	$	2,304	$	264,907
661 - 700	787		92		35		249		272		1,329		41,050		296		44,110
600 and below	89		87		48		93		—		360		8,744		595		10,016
Data not available*	6		6		—		—		—		1,029		2,279		269		3,589
Total	$	4,715	$	1,584	$	1,211	$	1,551	$	1,256	$	9,580	$	299,261	$	3,464	$	322,622

* Primarily represents loans made to trusts and purchase mortgages.

2227

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

December 31, 2021
2021 2020 2019 2018 2017 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
(In Thousands)
Doubtful — — — 1 6 7 — 2 16
Total $ 1,528,177 $ 822,676 $ 863,309 $ 598,385 $ 358,333 $ 1,475,739 $ 327,159 $ 56,786 $ 6,030,564

~~As of December 31, 2021, there were no loans categorized as definite loss.~~

At December 31, 2021
2021 2020 2019 2018 2017 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
(In Thousands)
Residential
Credit Scores
Over 700 $ 182,759 $ 111,380 $ 69,901 $ 51,454 $ 40,467 $ 127,303 $ 2,990 $ 355 $ 586,609
661 - 700 24,370 19,078 14,011 9,018 12,846 25,294 — — 104,617
600 and below 4,145 6,368 3,408 2,996 3,492 13,801 — — 34,210
Data not available* 10,936 — 1,958 — 6,847 54,560 — — 74,301
Total $ 222,210 $ 136,826 $ 89,278 $ 63,468 $ 63,652 $ 220,958 $ 2,990 $ 355 $ 799,737
Home Equity
Credit Scores
Over 700 $ 1,530 $ 1,469 $ 1,790 $ 1,520 $ 1,561 $ 8,254 $ 242,980 $ 1,844 $ 260,948
661 - 700 98 51 297 392 210 1,658 42,542 541 45,789
600 and below 92 54 101 — 12 436 8,484 713 9,892
Data not available* — — — — — 1,216 5,937 374 7,527
Total $ 1,720 $ 1,574 $ 2,188 $ 1,912 $ 1,783 $ 11,564 $ 299,943 $ 3,472 $ 324,156

Age Analysis of Past Due Loans and Leases

The following table presents an age analysis of the amortized cost basis in loans and leases as of ~~September~~June 30, ~~2022.~~2023.

~~Table of Contents~~

~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~


		At September 30, 2022											At June 30, 2023
		Past Due										Past Due Greater Than 90 Days and Accruing							Past Due												Past Due Greater Than 90 Days and Accruing
		31-60 Days		61-90 Days		Greater Than 90 Days		Total		Current						Total Loans and Leases				Non-accrual		Non-accrual with No Related Allowance			31-60 Days		61-90 Days		Greater Than 90 Days				Current	Past Due Greater Than 90 Days and Accruing		Total Loans and Leases				Non-accrual	Non-accrual with No Related Allowance
		(In Thousands)											(In Thousands)
Commercial real estate loans:	Commercial real estate loans:																							Commercial real estate loans:
Commercial real estate	Commercial real estate	$	3,942	$	875	$	11,016	$	15,833	$	3,016,369			$	3,032,202		$	8,085		$	3,136	$	2,930	Commercial real estate	$	6,505	$	18,560	$	189	$	25,254		$	3,971,773	$	3,997,027	$	—		$	8,737	$	—
Multi-family mortgage	Multi-family mortgage	7,039		80		353		7,472		1,045,542				1,053,014			353			—		—		Multi-family mortgage	744		—		—		744			1,357,731		1,358,475		—			—		—
Construction	Construction	1,502		—		—		1,502		182,794				184,296			—			—		—		Construction	—		—		2,208		2,208			313,061		315,269		—			3,828		3,828
Total commercial real estate loans	Total commercial real estate loans	12,483		955		11,369		24,807		4,244,705				4,269,512			8,438			3,136		2,930		Total commercial real estate loans	7,249		18,560		2,397		28,206			5,642,565		5,670,771		—			12,565		3,828
Commercial loans and leases:	Commercial loans and leases:																							Commercial loans and leases:
Commercial	Commercial	2,690		—		952		3,642		709,547				713,189			494			618		—		Commercial	596		911		399		1,906			843,286		845,192		—			16,023		2,661
Equipment financing	Equipment financing	4,266		2,464		6,075		12,805		1,163,443				1,176,248			160			10,544		999		Equipment financing	6,513		3,594		5,979		16,086			1,290,079		1,306,165		488			12,809		1,217
Condominium association	Condominium association	76		—		—		76		44,132				44,208			—			64		—		Condominium association	—		—		—		—			41,670		41,670		—			—		—
Total commercial loans and leases	Total commercial loans and leases	7,032		2,464		7,027		16,523		1,917,122				1,933,645			654			11,226		999		Total commercial loans and leases	7,109		4,505		6,378		17,992			2,175,035		2,193,027		488			28,832		3,878
Consumer loans:	Consumer loans:																							Consumer loans:
Residential mortgage	Residential mortgage	1,145		2,000		2,489		5,634		830,940				836,574			487			2,741		1,091		Residential mortgage	983		1,157		2,000		4,140			1,078,285		1,082,425		—			4,343		1,738
Home equity	Home equity	698		142		19		859		329,747				330,606			4			616		—		Home equity	629		27		174		830			346,012		346,842		2			583		—
Other consumer	Other consumer	15		1		2		18		50,949				50,967			—			2		—		Other consumer	—		—		—		—			47,734		47,734		—			—		—
Total consumer loans	Total consumer loans	1,858		2,143		2,510		6,511		1,211,636				1,218,147			491			3,359		1,091		Total consumer loans	1,612		1,184		2,174		4,970			1,472,031		1,477,001		2			4,926		1,738
Total loans and leases	Total loans and leases	$	21,373	$	5,562	$	20,906	$	47,841	$	7,373,463			$	7,421,304		$	9,583		$	17,721	$	5,020	Total loans and leases	$	15,970	$	24,249	$	10,949	$	51,168		$	9,289,631	$	9,340,799	$	490		$	46,323	$	9,444

The Company did not recognize any interest income on nonaccrual loans for the three ~~and nine~~ months ended ~~September~~June 30, ~~2022.~~2023.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The following tables present an age analysis of the recorded investment in originated and acquired loans and leases as of December 31, ~~2021.~~2022.


		At December 31, 2021											At December 31, 2022
		Past Due										Loans and Leases Past Due Greater Than 90 Days and Accruing					Non-accrual with No Related Allowance		Past Due												Loans and Leases Past Due Greater Than 90 Days and Accruing					Non-accrual with No Related Allowance
		31-60 Days		61-90 Days		Greater Than 90 Days		Total		Current						Total Loans and Leases						Non-accrual			31-60 Days		61-90 Days		Greater Than 90 Days				Current				Total Loans and Leases		Non-accrual with No Related Allowance			Non-accrual
		(In Thousands)											(In Thousands)

Commercial real estate loans:	Commercial real estate loans:																							Commercial real estate loans:
Commercial real estate	Commercial real estate	$	2,424	$	1,488	$	10,443	$	14,355	$	2,828,436			$	2,842,791		$	—		$	10,848	$	10,244	Commercial real estate	$	2,495	$	199	$	408	$	3,102		$	3,043,644		$	3,046,746		$	—	$	607	$	262
Multi-family mortgage	Multi-family mortgage	371		89		—		460		1,099,358				1,099,818			—			—		—		Multi-family mortgage	—		180		—		180			1,150,417			1,150,597			—		—		—
Construction	Construction	396		—		—		396		160,035				160,431			—			—		—		Construction	707		—		—		707			206,098			206,805			—		707		707
Total commercial real estate loans	Total commercial real estate loans	3,191		1,577		10,443		15,211		4,087,829				4,103,040			—			10,848		10,244		Total commercial real estate loans	3,202		379		408		3,989			4,400,159			4,404,148			—		1,314		969
Commercial loans and leases:	Commercial loans and leases:																							Commercial loans and leases:
Commercial	Commercial	287		88		748		1,123		733,265				734,388			—			2,318		1,383		Commercial	740		—		343		1,083			751,865			752,948			—		464		—
Equipment financing	Equipment financing	5,265		1,044		8,774		15,083		1,090,528				1,105,611			—			15,014		1,602		Equipment financing	5,103		1,764		6,205		13,072			1,203,513			1,216,585			28		9,653		399
Condominium association	Condominium association	57		—		—		57		47,080				47,137			—			84		—		Condominium association	2,072		—		—		2,072			44,894			46,966			—		58		—
Total commercial loans and leases	Total commercial loans and leases	5,609		1,132		9,522		16,263		1,870,873				1,887,136			—			17,416		2,985		Total commercial loans and leases	7,915		1,764		6,548		16,227			2,000,272			2,016,499			28		10,175		399
Consumer loans:	Consumer loans:																							Consumer loans:
Residential mortgage	Residential mortgage	454		3,169		2,315		5,938		793,799				799,737			—			3,909		2,165		Residential mortgage	677		70		1,466		2,213			842,401			844,614			1		2,680		1,091
Home equity	Home equity	424		201		114		739		323,417				324,156			1			285		—		Home equity	443		—		155		598			322,024			322,622			4		723		—
Other consumer	Other consumer	5		2		1		8		40,380				40,388			—			1		—		Other consumer	1		5		2		8			56,497			56,505			—		2		—
Total consumer loans	Total consumer loans	883		3,372		2,430		6,685		1,157,596				1,164,281			1			4,195		2,165		Total consumer loans	1,121		75		1,623		2,819			1,220,922			1,223,741			5		3,405		1,091
Total loans and leases	Total loans and leases	$	9,683	$	6,081	$	22,395	$	38,159	$	7,116,298			$	7,154,457		$	1		$	32,459	$	15,394	Total loans and leases	$	12,238	$	2,218	$	8,579	$	23,035		$	7,621,353		$	7,644,388		$	33	$	14,894	$	2,459

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 loans and leases risk-rated "substandard" or worse are considered impaired. The Company has also defined the population of impaired loans to include nonaccrual loans and ~~TDR~~modified loans. Impaired loans and leases which do not share similar risk characteristics with other loans are individually evaluated for credit losses. Specific reserves are established for loans and leases with deterioration in the present value of expected future cash flows or, in the case of collateral-dependent loans and leases, any increase in the loan or lease amortized cost basis over the fair value of the underlying collateral discounted for estimated selling costs. In contrast, the loans and leases which share similar risk characteristics and are not included in the individually evaluated population are collectively evaluated for credit losses.

2529

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The following tables present information regarding individually evaluated and collectively evaluated allowance for loan and lease losses for credit losses on loans and leases at the dates indicated.


		At September 30, 2022						At June 30, 2023
		Commercial Real Estate		Commercial		Consumer			Total			Commercial Real Estate		Commercial		Consumer		Total
		(In Thousands)						(In Thousands)
Allowance for Loan and Lease Losses:	Allowance for Loan and Lease Losses:										Allowance for Loan and Lease Losses:

Individually evaluated	Individually evaluated	$	62	$	946	$	59		$	1,067	Individually evaluated	$	2,954	$	11,849	$	42	$	14,845
Collectively evaluated	Collectively evaluated	67,398		22,322		3,382			93,102		Collectively evaluated	81,347		23,785		5,840		110,972
Total	Total	$	67,460	$	23,268	$	3,441		$	94,169	Total	$	84,301	$	35,634	$	5,882	$	125,817

Loans and Leases:	Loans and Leases:										Loans and Leases:

Individually evaluated	Individually evaluated	$	17,046	$	3,471	$	3,875		$	24,392	Individually evaluated	$	33,433	$	33,226	$	4,363	$	71,022
Collectively evaluated	Collectively evaluated	4,252,466		1,930,174		1,214,272			7,396,912		Collectively evaluated	5,637,338		2,159,801		1,472,638		9,269,777
Total	Total	$	4,269,512	$	1,933,645	$	1,218,147		$	7,421,304	Total	$	5,670,771	$	2,193,027	$	1,477,001	$	9,340,799


		At December 31, 2021						At December 31, 2022
		Commercial Real Estate		Commercial		Consumer			Total			Commercial Real Estate		Commercial		Consumer		Total
		(In Thousands)						(In Thousands)
Allowance for Loan and Lease Losses:	Allowance for Loan and Lease Losses:										Allowance for Loan and Lease Losses:

Individually evaluated	Individually evaluated	$	—	$	3,236	$	38		$	3,274	Individually evaluated	$	62	$	2,982	$	68	$	3,112
Collectively evaluated	Collectively evaluated	69,213		23,819		2,778			95,810		Collectively evaluated	68,092		23,622		3,656		95,370
Total loans and leases	Total loans and leases	$	69,213	$	27,055	$	2,816		$	99,084	Total loans and leases	$	68,154	$	26,604	$	3,724	$	98,482

Loans and Leases:	Loans and Leases:										Loans and Leases:
Individually evaluated	Individually evaluated	$	16,906	$	10,944	$	4,853		$	32,703	Individually evaluated	$	11,039	$	14,346	$	3,863	$	29,248
Collectively evaluated	Collectively evaluated	4,086,134		1,876,192		1,159,428			7,121,754		Collectively evaluated	4,393,109		2,002,153		1,219,878		7,615,140

Total loans and leases	Total loans and leases	$	4,103,040	$	1,887,136	$	1,164,281		$	7,154,457	Total loans and leases	$	4,404,148	$	2,016,499	$	1,223,741	$	7,644,388

2630

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Loan Modifications

In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt ~~Restructuring Loans~~Restructurings and ~~Leases~~Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, the Company estimates the reserve for modifications to borrowers experiencing financial difficulty in a manner similar to the process for non-modified loans.

The following tables present the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the periods indicated.The loans presented in the following tables relate to two customer relationships.

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)


	Three Months Ended June 30, 2023
	Number of Loans	Amortized Cost		% of Total Class of Loans and Leases		Financial Effect
		(In thousands)
Maturity Extension

C&I	7	$	12,938	0.88	%	All 7 loans were given 6-month maturity extensions and restructured payment plans to assist borrowers. The financial effect was deemed "de minimis."









Combination

C&I	2	627		0.04	%	Both loans were given 6-month maturity extensions and restructured delayed payment plans to assist borrowers. The financial effect was deemed "de minimis."

Total	9	$	13,565	0.92	%


	Six Months Ended June 30, 2023
	Number of Loans	Amortized Cost		% of Total Class of Loans and Leases		Financial Effect
		(In thousands)
Maturity Extension

C&I	24	$	19,061	1.29	%	All 24 loans were given 6-month maturity extensions and restructured payment plans to assist borrowers. The financial effect was deemed "de minimis."









Combination

C&I	2	627		0.04	%	Both loans were given 6-month maturity extensions and restructured delayed payment plans to assist borrowers. The financial effect was deemed "de minimis."

Total	26	$	19,688	1.33	%

Table of Contents

BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

The following tables present the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the periods indicated.


	Three Months Ended June 30, 2023
	Current		30-60 Days Past Due	61-90 Days Past Due	90+ Days Past Due	Modified	Paid Off	Charged Off
	(In thousands)
Total Modifications	$	13,565	—	—	—	—	—	—


	Six Months Ended June 30, 2023
	Current		30-60 Days Past Due	61-90 Days Past Due	90+ Days Past Due	Modified	Paid Off	Charged Off
	(In thousands)
Total Modifications	$	19,688	—	—	—	—	—	—

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

At September 30, 2022 At December 31, 2021
(In Thousands)
Troubled debt restructurings:
On accrual $ 9,728 $ 12,580
On nonaccrual 4,449 6,709
Total troubled debt restructurings $ 14,177 $ 19,289


	At December 31, 2022
	(In Thousands)
Troubled debt restructurings:
On accrual	$	16,385
On nonaccrual	3,527
Total troubled debt restructurings	$	19,912

Total TDR loans and leases ~~decreased by $5.2 million to $14.2 million at September 30, 2022 from $19.3 million~~ at December 31, ~~2021, primarily driven by loan payoffs, as well as the payments on TDR loans, partially offset by new TDR loans during the nine months ended September 30, 2022.~~2022 were $19.9 million.

The amortized cost basis in TDR loans and the associated specific credit losses for the loan and lease portfolios that were modified during the periods indicated, are as follows.


		At and for the Three Months Ended September 30, 2022													At and for the Three Months Ended June 30, 2022
			Amortized Cost				Specific Allowance for Credit Losses						Defaulted (1)									Amortized Cost					Specific Allowance for Credit Losses						Defaulted (1)
		Number of Loans/ Leases	At Modification		At End of Period				Nonaccrual Loans and Leases			Number of Loans/ Leases		Amortized Cost				Number of Loans/ Leases			At Modification			At End of Period					Nonaccrual Loans and Leases			Number of Loans/ Leases		Amortized Cost
		(Dollars in Thousands)													(Dollars in Thousands)


Equipment financing	Equipment financing	3	$	411	$	411	$	—		$	441		—			$	—		Equipment financing	6		$	8		$	333	$	—		$	180		3		$	295

Total loans and leases	Total loans and leases	3	$	411	$	411	$	—		$	441		—			$	—		Total loans and leases	6		$	8		$	333	$	—		$	180		3		$	295

(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 Three Months Ended September 30, 2021
Amortized Cost Specific
Allowance for
Credit Losses
Defaulted (1)
Number of
Loans/
Leases At
Modification At End of
Period Nonaccrual
Loans and
Leases Number of
Loans/
Leases Amortized Cost
(Dollars in Thousands)

Commercial 1 19 19 — — — —
Equipment financing 6 $ 827 $ 816 $ — $ 147 5 $ 211
Total loans and leases 7 $ 846 $ 835 $ — $ 147 5 $ 211

~~(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, 2022
Amortized Cost Specific
Allowance for
Credit Losses
Defaulted (1)
Number of
Loans/
Leases At
Modification At End of
Period Nonaccrual
Loans and
Leases Number of
Loans/
Leases Amortized Cost
(Dollars in Thousands)
Equipment financing 18 $ 1,203 $ 1,099 $ — $ 760 5 $ 323
Total loans and leases 18 $ 1,203 $ 1,099 $ — $ 760 5 $ 323

2733

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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, 2021
Amortized Cost Specific
Allowance for
Credit Losses
Defaulted (1)
Number of
Loans/
Leases At
Modification At End of
Period Nonaccrual
Loans and
Leases Number of
Loans/
Leases Amortized Cost
(Dollars in Thousands)
Originated:
Commercial real estate 1 $ 497 $ 494 $ — $ — — $ —
Commercial 1 19 19 — — — —
Equipment financing 43 3,627 3,382 91 2,165 6 257
Residential mortgage 1 864 859 — — — —
Home equity 1 312 312 — — — —
Total loans and leases 47 $ 5,319 $ 5,066 $ 91 $ 2,165 6 $ 257



	At and for the Six Months Ended June 30, 2022
		Amortized Cost				Specific Allowance for Credit Losses				Defaulted (1)
	Number of Loans/ Leases	At Modification		At End of Period				Nonaccrual Loans and Leases		Number of Loans/ Leases	Amortized Cost
	(Dollars in Thousands)




Equipment financing	17	561		851		—		366		5	361


Total loans and leases	17	$	561	$	851	$	—	$	366	5	$	361

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,		Six Months Ended June 30,
		2022		2021		2022		2021			2022		2022
		(In Thousands)									(In Thousands)
Loans with one modification:	Loans with one modification:									Loans with one modification:
Extended maturity	Extended maturity	$	—	$	—	$	—	$	2,333	Extended maturity	$	44	$	292

Combination maturity, principal, interest rate	Combination maturity, principal, interest rate	411		835		1,203		2,733		Combination maturity, principal, interest rate	289		559

Total loans with modifications	Total loans with modifications	$	411	$	835	$	1,203	$	5,066	Total loans with modifications	$	333	$	851

The TDR loans and leases that were modified for the three months ended ~~September 30, 2022 and 2021 were $0.4 million and $0.8 million, respectively. The decrease in TDR loans and leases that were modified for the three months ended September~~June 30, 2022 were ~~primarily due to loan payoffs.~~$0.3 million.

The net charge-offs for performing and nonperforming TDR loans and leases for the ~~nine~~six months ended ~~September~~June 30, 2022 ~~and 2021~~ were $0.1 ~~million and $0.7 million respectively.~~million.

The commitments to lend funds to debtors owing receivables whose terms had been modified in TDRs was as of ~~September~~June 30, 2022 ~~was $0.3~~were $0.5 million. ~~As of September 30, 2021, there were $0.6 million 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, 2022		At December 31, 2021			At June 30, 2023		At December 31, 2022
		(In Thousands)					(In Thousands)
Goodwill	Goodwill	$	160,427	$	160,427	Goodwill	$	160,427	$	160,427
Additions						Additions	80,795		—

Balance at end of period						Balance at end of period	241,222		160,427
Other intangible assets:	Other intangible assets:					Other intangible assets:
Core deposits	Core deposits	813		1,187		Core deposits	27,037		692
Trade name	Trade name	1,089		1,089		Trade name	1,089		1,089

Total other intangible assets	Total other intangible assets	1,902		2,276		Total other intangible assets	28,126		1,781
Total goodwill and other intangible assets	Total goodwill and other intangible assets	$	162,329	$	162,703	Total goodwill and other intangible assets	$	269,348	$	162,208

~~Table~~The addition of ~~Contents~~

~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes~~goodwill and the increase in core deposit intangibles, at June 30, 2023 are due to ~~Unaudited Consolidated Financial Statements (Continued)~~

the excess of the purchase paid over the fair value of the net assets acquired from the PCSB acquisition.

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 ~~5.18~~5.97 years.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

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 2022		$	120
Remainder of 2023				Remainder of 2023	$	3,909
Year ending:	Year ending:			Year ending:
2023		263
2024	2024	151		2024	6,636
2025	2025	103		2025	5,507
2026	2026	74		2026	4,398
2027	2027	87		2027	3,329
2028				2028	2,177
Thereafter	Thereafter	15		Thereafter	1,081
Total	Total	$	813	Total	$	27,037

(7) Accumulated Other Comprehensive Income (Loss)

For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company’s accumulated other comprehensive income (loss) includes the following three components: (i) unrealized holding gains (losses) on investment securities available-for-sale; (ii) change in the fair value of cash flow hedges; and (iii) adjustment of accumulated obligation for postretirement benefits.

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


		Three Months Ended September 30, 2022									Three Months Ended June 30, 2023
		Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)			Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)
		(In Thousands)									(In Thousands)
Balance at June 30, 2022		$	(45,114)	$	101	$	36	$	(44,977)
Balance at March 31, 2023										Balance at March 31, 2023	$	(52,281)	$	(895)	$	488	$	(52,688)
Other comprehensive income (loss)	Other comprehensive income (loss)	(23,035)		(2,083)		—		(25,118)		Other comprehensive income (loss)	(10,273)		(4,265)		—		(14,538)
Reclassification adjustment for (income) expense recognized in earnings	Reclassification adjustment for (income) expense recognized in earnings	—		(132)		—		(132)		Reclassification adjustment for (income) expense recognized in earnings	—		1,070		—		1,070
Balance at September 30, 2022		$	(68,149)	$	(2,114)	$	36	$	(70,227)
Balance at June 30, 2023										Balance at June 30, 2023	$	(62,554)	$	(4,090)	$	488	$	(66,156)


		Three Months Ended September 30, 2021									Three Months Ended June 30, 2022
		Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)			Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)
		(In Thousands)									(In Thousands)
Balance at June 30, 2021		$	6,177	$	11	$	(99)	$	6,089
Balance at March 31, 2022										Balance at March 31, 2022	$	(29,450)	$	92	$	36	$	(29,322)
Other comprehensive income (loss)	Other comprehensive income (loss)	(3,469)		(3)		—		(3,472)		Other comprehensive income (loss)	(15,664)		38		—		(15,626)
Reclassification adjustment for (income) expense recognized in earnings	Reclassification adjustment for (income) expense recognized in earnings	—		(2)		—		(2)		Reclassification adjustment for (income) expense recognized in earnings	—		(29)		—		(29)
Balance at September 30, 2021		$	2,708	$	6	$	(99)	$	2,615
Balance at June 30, 2022										Balance at June 30, 2022	$	(45,114)	$	101	$	36	$	(44,977)

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		Nine Months Ended September 30, 2022									Six Months Ended June 30, 2023
		Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)			Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)
		(In Thousands)									(In Thousands)
Balance at December 31, 2021		$	(183)	$	37	$	36	$	(110)
Balance at December 31, 2022										Balance at December 31, 2022	$	(60,192)	$	(2,243)	$	488	$	(61,947)
Other comprehensive income (loss)	Other comprehensive income (loss)	(67,966)		(1,989)		—		(69,955)		Other comprehensive income (loss)	(2,362)		(2,249)		—		(4,611)
Reclassification adjustment for (income) expense recognized in earnings	Reclassification adjustment for (income) expense recognized in earnings	—		(162)		—		(162)		Reclassification adjustment for (income) expense recognized in earnings	—		402		—		402
Balance at September 30, 2022		$	(68,149)	$	(2,114)	$	36	$	(70,227)
Balance at June 30, 2023										Balance at June 30, 2023	$	(62,554)	$	(4,090)	$	488	$	(66,156)


		Nine Months Ended September 30, 2021									Six Months Ended June 30, 2022
		Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)			Investment Securities Available-for-Sale		Net Change in Fair Value of Cash Flow Hedges		Postretirement Benefits		Accumulated Other Comprehensive Income (Loss)
		(In Thousands)									(In Thousands)
Balance at December 31, 2020		$	16,582	$	7	$	(99)	$	16,490
Balance at December 31, 2021										Balance at December 31, 2021	$	(183)	$	37	$	36	$	(110)
Other comprehensive income (loss)	Other comprehensive income (loss)	(13,874)		6		—		(13,868)		Other comprehensive income (loss)	(44,931)		94		—		(44,837)
Reclassification adjustment for (income) expense recognized in earnings	Reclassification adjustment for (income) expense recognized in earnings	—		(7)		—		(7)		Reclassification adjustment for (income) expense recognized in earnings	—		(30)		—		(30)
Balance at September 30, 2021		$	2,708	$	6	$	(99)	$	2,615
Balance at June 30, 2022										Balance at June 30, 2022	$	(45,114)	$	101	$	36	$	(44,977)

(8) Derivatives and Hedging Activities

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. 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".

The Company believes using interest rate derivatives adds stability to interest income and expense and allows the Company to manage its exposure to interest rate movements. The Company enters into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. The Company enters into interest rate swaps as hedging instruments against the interest rate risk associated with the Company's FHLB borrowings and loan portfolio. For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of other comprehensive income ("OCI"), and is reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The following table reflects the Company's derivative positions as of the date indicated below for interest rate derivatives which qualify as cash flow hedges for accounts purposes. ~~As of September 30, 2022, the Company had no interest rate swaps on borrowings.~~

At September 30, 2022
Notional Amount Average Maturity Weighted Average Rate Fair Value
Current Rate Paid Received Fixed Swap Rate
(in thousands) (in years) (in thousands)
Interest rate swaps on loans $ 75,000 3.88 2.42 % 2.73 % $ (2,879)


	At June 30, 2023
	Notional Amount		Average Maturity	Weighted Average Rate				Fair Value
				Current Rate Paid		Received Fixed Swap Rate
	(in thousands)		(in years)					(in thousands)
Interest rate swaps on loans	$	225,000	3.40	5.07	%	3.39	%	$	(5,842)

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Notes to Unaudited Consolidated Financial Statements (Continued)


	At December 31, 2022
	Notional Amount		Average Maturity	Weighted Average Rate				Fair Value
				Current Rate Paid		Received Fixed Swap Rate
	(in thousands)		(in years)					(in thousands)
Interest rate swaps on loans	$	150,000	3.77	4.11	%	3.26	%	$	(3,030)

As of December 31, 2021, the Company paid its counterparties a fixed weighted average interest rate of 0.11% over a maximum period of 8 months for derivative instruments that are designated as and qualify as cash flow hedging instruments on borrowings.

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 in other non-interest income 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.

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 present the Company's customer related derivative positions for the periods indicated below for those derivatives not designated as hedging.


		Notional Amount Maturing																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			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, 2022																June 30, 2023
		(Dollars In Thousands)																(Dollars In Thousands)
Loan level derivatives	Loan level derivatives																Loan level derivatives
Receive fixed, pay variable	Receive fixed, pay variable	135	$	71,925	$	77,517	$	142,783	$72,088		$	1,121,000	$	1,485,313	$	112,754	Receive fixed, pay variable	151	$	57,998	$	111,519	$	83,424	$130,013		$	1,379,494	$	1,762,448	$	110,735
Pay fixed, receive variable	Pay fixed, receive variable	135	71,925		77,517		142,783		72,088		1,121,000		1,485,313		112,754		Pay fixed, receive variable	151	57,998		111,519		83,424		130,013		1,379,494		1,762,448		110,735
Risk participation-out agreements	Risk participation-out agreements	50	32,459		29,737		30,155		6,267		271,819		370,437		292		Risk participation-out agreements	62	29,624		27,460		3,132		29,425		420,970		510,611		1,561
Risk participation-in agreements	Risk participation-in agreements	8	—		18,495		—		—		57,183		75,678		31		Risk participation-in agreements	8	18,266		—		—		27,073		28,954		74,293		22

Foreign exchange contracts	Foreign exchange contracts																Foreign exchange contracts
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	16	$	4,270	$	—	$	—	$	—	$	—	$	4,270	$	19	Buys foreign currency, sells U.S. currency	16	$	2,283	$	—	$	—	$	—	$	—	$	2,283	$	415
Sells foreign currency, buys U.S. currency	Sells foreign currency, buys U.S. currency	16	4,282		—		—		—		—		4,282		2		Sells foreign currency, buys U.S. currency	16	2,300		—		—		—		—		2,300		398

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Notes to Unaudited Consolidated Financial Statements (Continued)


		Notional Amount Maturing																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			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, 2021																December 31, 2022
		(Dollars In Thousands)																(Dollars In Thousands)
Loan level derivatives	Loan level derivatives																Loan level derivatives
Receive fixed, pay variable	Receive fixed, pay variable	135	$	8,244	$	2,346	$	83,461	$	137,856	$	1,092,702	$	1,324,609	$	63,798	Receive fixed, pay variable	132	$	71,547	$	69,454	$	141,498	$	68,140	$	1,139,070	$	1,489,709	$	103,640
Pay fixed, receive variable	Pay fixed, receive variable	135	8,244		2,346		83,461		137,856		1,092,702		1,324,609		63,798		Pay fixed, receive variable	132	71,547		69,454		141,498		68,140		1,139,070		1,489,709		103,640
Risk participation-out agreements	Risk participation-out agreements	41	—		6,869		22,673		6,573		252,259		288,374		1,236		Risk participation-out agreements	54	38,931		22,979		27,508		6,222		297,984		393,624		347
Risk participation-in agreements	Risk participation-in agreements	8	—		18,718		—		—		58,298		77,016		207		Risk participation-in agreements	8	18,421		—		—		23,766		33,036		75,223		31

Foreign exchange contracts	Foreign exchange contracts																Foreign exchange contracts
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	10	$	2,004	$	—	$	—	$	—	$	—	$	2,004	$	9	Buys foreign currency, sells U.S. currency	12	$	2,383	$	—	$	—	$	—	$	—	$	2,383	$	130
Sells foreign currency, buys U.S. currency	Sells foreign currency, buys U.S. currency	11	2,006		—		—		—		—		2,006		7		Sells foreign currency, buys U.S. currency	12	2,400		—		—		—		—		2,400		112

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Notes to Unaudited Consolidated Financial Statements (Continued)

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 ~~$14.8~~$8.2 million and ~~$126.9~~$2.4 million in the normal course of business as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

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, 2022																					At June 30, 2023
		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		Net Amounts Presented in the Statement of Financial Position			Gross Amounts Not Offset in the Statement of Financial Position				Net Amount
										Financial Instruments Pledged				Cash Collateral Pledged												Financial Instruments Pledged						Cash Collateral Pledged
		(In Thousands)																								(In Thousands)
Asset derivatives	Asset derivatives																					Asset derivatives
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:																					Derivatives designated as hedging instruments:
Interest rate derivatives	Interest rate derivatives	$	15			$	—			$	15			$	—			$	—					$	15		Interest rate derivatives	$	—	$	—		$	—	$	—	$	—	$	—
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:																					Derivatives not designated as hedging instruments:
Loan level derivatives	Loan level derivatives	$	114,159	$	—			$	114,159			$	—			$	—			$	114,159	Loan level derivatives	$	126,985				$	—	$	126,985		$	—	$	—	$	126,985
Risk participation-out agreements	Risk participation-out agreements	292		—				292				—				—				292		Risk participation-out agreements	1,561					—		1,561			—		—		1,561
Foreign exchange contracts	Foreign exchange contracts	145		—				145				—				—				145		Foreign exchange contracts	415					—		415			—		—		415
Total	Total	$	114,611	$	—			$	114,611			$	—			$	—			$	114,611	Total	$	128,961				$	—	$	128,961		$	—	$	—	$	128,961

Liability derivatives	Liability derivatives																					Liability derivatives
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:																					Derivatives designated as hedging instruments:
Interest rate derivatives	Interest rate derivatives	$	2,879	$	—			$	2,879			$	—			$	—			$	2,879	Interest rate derivatives	$	5,842				$	—	$	5,842		$	—	$	—	$	5,842
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:																					Derivatives not designated as hedging instruments:
Loan level derivatives	Loan level derivatives	$	114,159	$	—			$	114,159			$	9,633			$	5,200			$	99,326	Loan level derivatives	$	126,985				$	—	$	126,985		$	5,370	$	2,840	$	118,775
Risk participation-in agreements	Risk participation-in agreements	31		—				31				—				—				31		Risk participation-in agreements	22					—		22			—		—		22
Foreign exchange contracts	Foreign exchange contracts	128		—				128				—				—				128		Foreign exchange contracts	398					—		398			—		—		398
Total	Total	$	117,197	$	—			$	117,197			$	9,633			$	5,200			$	102,364	Total	$	133,247				$	—	$	133,247		$	5,370	$	2,840	$	125,037

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Notes to Unaudited Consolidated Financial Statements (Continued)


		At December 31, 2021																					At December 31, 2022
		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		Net Amounts Presented in the Statement of Financial Position			Gross Amounts Not Offset in the Statement of Financial Position				Net Amount
										Financial Instruments Pledged				Cash Collateral Pledged												Financial Instruments Pledged						Cash Collateral Pledged
		(In Thousands)																								(In Thousands)
Asset derivatives	Asset derivatives																					Asset derivatives
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:																					Derivatives designated as hedging instruments:
Interest rate derivatives	Interest rate derivatives	$	43			$	—			$	43			$	—			$	—					$	43		Interest rate derivatives	$	34	$	—		$	34	$	—	$	—	$	34
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:																					Derivatives not designated as hedging instruments:
Loan level derivatives	Loan level derivatives	$	73,462	$	—			$	73,462			$	—			$	—			$	73,462	Loan level derivatives	$	108,963				$	—	$	108,963		$	—	$	—	$	108,963
Risk participation-out agreements	Risk participation-out agreements	1,236		—				1,236				—				—				1,236		Risk participation-out agreements	347					—		347			—		—		347
Foreign exchange contracts	Foreign exchange contracts	9		—				9				—				—				9		Foreign exchange contracts	130					—		130			—		—		130
Total	Total	$	74,750	$	—			$	74,750			$	—			$	—			$	74,750	Total	$	109,474				$	—	$	109,474		$	—	$	—	$	109,474

Liability derivatives	Liability derivatives																					Liability derivatives
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:																					Derivatives designated as hedging instruments:
Interest rate derivatives	Interest rate derivatives	$	1	$	—			$	1			$	—			$	—			$	1	Interest rate derivatives	$	3,170				$	—	$	3,170		$	—	$	—	$	3,170
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:																					Derivatives not designated as hedging instruments:
Loan level derivatives	Loan level derivatives	$	73,462	$	—			$	73,462			$	118,461			$	8,410			$	(53,409)	Loan level derivatives	$	108,963				$	—	$	108,963		$	2,393	$	—	$	106,570
Risk participation-in agreements	Risk participation-in agreements	207		—				207				—				—				207		Risk participation-in agreements	31					—		31			—		—		31
Foreign exchange contracts	Foreign exchange contracts	7		—				7				—				—				7		Foreign exchange contracts	112					—		112			—		—		112
Total	Total	$	73,677	$	—			$	73,677			$	118,461			$	8,410			$	(53,194)	Total	$	112,276				$	—	$	112,276		$	2,393	$	—	$	109,883

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.

Fair Value
Nine Months Ended
September 30, 2022 Nine Months Ended
September 30, 2021
(Dollars in Thousands)
Derivatives designated as hedges $ (2,879) $ 1
(Loss) gain in OCI on derivatives (effective portion), net of tax $ (2,114) $ 6
Gain (loss) reclassified from OCI into interest income or interest expense (effective portion) $ 212 $ 7


	Fair Value
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
	(Dollars in Thousands)

Derivatives designated as hedges	$	(5,842)	$	128
(Loss) gain in OCI on derivatives (effective portion), net of tax	$	(4,089)	$	100
Gain (loss) reclassified from OCI into interest income or interest expense (effective portion)	$	(1,446)	$	30

The guidance in ASU 2017-12 requires that amounts in accumulated other comprehensive income that are included in the assessment of effectiveness should be reclassified into earnings in the same period in which the hedged forecasted transactions impact earnings. A portion of the balance reported in accumulated other comprehensive income related to derivatives will be

~~Table of Contents~~

~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~

reclassified to interest expense as interest payments are made or received on the Company’s interest rate swaps. The Company monitors the risk of counterparty default on an ongoing basis.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

(9) Stock Based Compensation

As of ~~September~~June 30, ~~2022,~~2023, the Company had one active equity plan: the Brookline Bancorp, Inc. 2021 Stock Option and Incentive Plan ("2021 Plan"). As a result of the 2021 Plan having been approved by the Company's stockholders at the 2021 annual meeting of stockholders, the Company discontinued granting awards under the Brookline Bancorp, Inc. 2014 Equity Incentive Plan (the "2014 Plan"), and no further shares will be granted as awards under the 2014 Plan. The Brookline Bancorp, Inc. 2011 Restricted Stock Plan (the "2011 Plan") expired in July 2021, and the Company has not issued shares from the 2011 Plan since the adoption of the 2014 Plan. The 2021 Plan and the 2014 Plan are together referred to as the "Plans."

Of the awarded shares under the Plans, 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 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. 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 the Plans, shares of the Company's common stock are 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~~six months ended ~~September~~June 30, 2023 and June 30, 2022, ~~and September 30, 2021, 310,349 and 228,756~~no shares were issued, respectively, upon satisfaction of required conditions of the Plans.

Total expense for the Plans was $0.9 million and ~~$0.7~~$0.8 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Total expense for the ~~Plans~~Plan was ~~$2.4~~$1.8 million and ~~$1.9~~$1.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

(10) Earnings per Share ("EPS")

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


		Three Months Ended									Three Months Ended
		September 30, 2022				September 30, 2021					June 30, 2023				June 30, 2022
		Basic		Fully Diluted		Basic		Fully Diluted			Basic		Fully Diluted		Basic		Fully Diluted
		(Dollars in Thousands, Except Per Share Amounts)									(Dollars in Thousands, Except Per Share Amounts)
Numerator:	Numerator:									Numerator:
Net income	Net income	$	30,149	$	30,149	$	28,839	$	28,839	Net income	$	21,850	$	21,850	$	25,195	$	25,195

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding	76,779,038		76,779,038		78,000,261		78,000,261		Weighted average shares outstanding	88,665,135		88,665,135		77,091,013		77,091,013
Effect of dilutive securities	Effect of dilutive securities	—		228,933		—		240,372		Effect of dilutive securities	—		261,408		—		328,275
Adjusted weighted average shares outstanding	Adjusted weighted average shares outstanding	76,779,038		77,007,971		78,000,261		78,240,633		Adjusted weighted average shares outstanding	88,665,135		88,926,543		77,091,013		77,419,288

EPS	EPS	$	0.39	$	0.39	$	0.37	$	0.37	EPS	$	0.25	$	0.25	$	0.33	$	0.33

3541

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)


		Nine Months Ended									Six Months Ended
		September 30, 2022				September 30, 2021					June 30, 2023				June 30, 2022
		Basic		Fully Diluted		Basic		Fully Diluted			Basic		Fully Diluted		Basic		Fully Diluted
		(Dollars in Thousands, Except Per Share Amounts)									(Dollars in Thousands, Except Per Share Amounts)
Numerator:	Numerator:									Numerator:
Net income	Net income	$	80,049	$	80,049	$	86,895	$	86,895	Net income	$	29,410	$	29,410	$	49,900	$	49,900

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding	Weighted average shares outstanding	77,159,356		77,159,356		78,097,600		78,097,600		Weighted average shares outstanding	87,620,194		87,620,194		77,352,666		77,352,666
Effect of dilutive securities	Effect of dilutive securities	—		288,934		—		273,590		Effect of dilutive securities	—		267,786		—		318,935
Adjusted weighted average shares outstanding	Adjusted weighted average shares outstanding	77,159,356		77,448,290		78,097,600		78,371,190		Adjusted weighted average shares outstanding	87,620,194		87,887,980		77,352,666		77,671,601

EPS	EPS	$	1.04	$	1.04	$	1.11	$	1.11	EPS	$	0.34	$	0.34	$	0.65	$	0.65

(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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021.~~2022.

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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 June 30, 2023
	Level 1		Level 2		Level 3		Total
	(In Thousands)
Assets:
Investment securities available-for-sale:
GSE debentures	$	—	$	166,018	$	—	$	166,018
GSE CMOs	—		64,446		—		64,446
GSE MBSs	—		179,659		—		179,659



Municipal obligations	—		3,280		12,334		15,614
Corporate debt obligations	—		24,630		7,268		31,898
U.S. Treasury bonds	—		452,098		—		452,098


Foreign government obligations	—		477		—		477
Total investment securities available-for-sale	$	—	$	890,608	$	19,602	$	910,210

Assets:
Interest rate derivatives	—		—		—		—
Derivatives not designated as hedging instruments:
Loan level derivatives	—		126,985		—		126,985
Risk participation-out agreements	—		1,561		—		1,561
Foreign exchange contracts	—		415		—		415
Liabilities:
Interest rate derivatives	$	—	$	5,842	$	—	$	5,842
Derivatives not designated as hedging instruments:
Loan level derivatives	—		126,985		—		126,985
Risk participation-in agreements	—		22		—		22
Foreign exchange contracts	—		398		—		398

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Carrying Value as of September 30, 2022
Level 1 Level 2 Level 3 Total
(In Thousands)
Assets:
Investment securities available-for-sale:
GSE debentures $ — $ 160,121 $ — $ 160,121
GSE CMOs — 19,440 — 19,440
GSE MBSs — 144,489 — 144,489
Corporate debt obligations — 13,762 — 13,762
U.S. Treasury bonds — 337,399 — 337,399
Foreign government obligations — 481 — 481
Total investment securities available-for-sale $ — $ 675,692 $ — $ 675,692
Assets:
Interest rate derivatives — 15 — 15
Derivatives not designated as hedging instruments:
Loan level derivatives — 114,159 — 114,159
Risk participation-out agreements — 292 — 292
Foreign exchange contracts — 145 — 145
Liabilities:
Interest rate derivatives $ — $ 2,879 $ — $ 2,879
Derivatives not designated as hedging instruments:
Loan level derivatives — 114,159 — 114,159
Risk participation-in agreements — 31 — 31
Foreign exchange contracts — 128 — 128

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~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~


		Carrying Value as of December 31, 2021									Carrying Value as of December 31, 2022
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
		(In Thousands)									(In Thousands)
Assets:	Assets:									Assets:
Investment securities available-for-sale:	Investment securities available-for-sale:									Investment securities available-for-sale:
GSE debentures	GSE debentures	$	—	$	217,505	$	—	$	217,505	GSE debentures	$	—	$	152,422	$	—	$	152,422
GSE CMOs	GSE CMOs	—		28,139		—		28,139		GSE CMOs	—		18,220		—		18,220
GSE MBSs	GSE MBSs	—		199,772		—		199,772		GSE MBSs	—		140,576		—		140,576

Corporate debt obligations	Corporate debt obligations	—		22,683		—		22,683		Corporate debt obligations	—		13,764		—		13,764
U.S. Treasury bonds	U.S. Treasury bonds	—		252,268		—		252,268		U.S. Treasury bonds	—		331,307		—		331,307
Foreign government obligations	Foreign government obligations	—		499		—		499		Foreign government obligations	—		477		—		477

Total investment securities available-for-sale	Total investment securities available-for-sale	$	—	$	720,866	$	—	$	720,866	Total investment securities available-for-sale	$	—	$	656,766	$	—	$	656,766

Interest rate derivatives	Interest rate derivatives	—		43		—		43		Interest rate derivatives	—		34		—		34
Loan level derivatives	Loan level derivatives	—		73,462		—		73,462		Loan level derivatives	—		108,963		—		108,963
Risk participation-out agreements	Risk participation-out agreements	—		1,236		—		1,236		Risk participation-out agreements	—		347		—		347
Foreign exchange contracts	Foreign exchange contracts	—		9		—		9		Foreign exchange contracts	—		130		—		130
Liabilities:	Liabilities:									Liabilities:
Interest rate derivatives	Interest rate derivatives	$	—	$	1	$	—	$	1	Interest rate derivatives	$	—	$	3,170	$	—	$	3,170
Loan level derivatives	Loan level derivatives	—		73,462		—		73,462		Loan level derivatives	—		108,963		—		108,963
Risk participation-in agreements	Risk participation-in agreements	—		207		—		207		Risk participation-in agreements	—		31		—		31
Foreign exchange contracts	Foreign exchange contracts	—		7		—		7		Foreign exchange contracts	—		112		—		112

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,~~obligations, municipal obligations and trust preferred securities, all of which are included in Level 2. As of ~~September~~June 30, ~~2022~~2023, $19.6 million of investment securities available-for-sale are included in Level 3 within the investment portfolio. The composition of these assets are primarily composed of subordinated debt of local banks and private placement municipal securities. Of these securities, approximately $14.6 million are private placement municipal Bond Anticipation Notes. As of December 31, ~~2021,~~2022, none of the 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.

Derivatives and Hedging Instruments

The fair value of interest rate derivatives designated as hedging instruments, loan level derivatives, risk participation agreements (RPA in/out), and foreign exchange contracts 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

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

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 at June 30, 2023 and December 31, 2022, respectively.

The following tables summarize information about significant unobservable inputs related to the Company's categories of Level 3 financial assets and liabilities measured on a recurring basis.

Quantitative Information About Level 3 Fair Value Measurements - Recurring Basis

Financial Instrument

Estimated Fair Value

Valuation Technique(s)

Significant Unobservable Inputs

Range of Inputs

Weighted Average

(In Thousands)

June 30, 2023

Assets

Municipal obligations

12,334

Discounted Cash Flow

Discount Rate from Bloomberg BVAL

0.0%-3.45%

2.50

Corporate debt obligations

4,965

Observable Bids

Bloomberg TRACE

Corporate debt obligations

2,303

Discounted Cash Flow

Discount Rate from Bloomberg/BVAL

5.91

The following table summarizes the changes in estimated fair value for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3).


Changes in Estimated Fair Value of Level 3 Financial Assets and Liabilities - Recurring Basis
	Six Months Ended June 30, 2023
	(In Thousands)
	Municipal obligations		Corporate debt obligations
Beginning balance	$	—	$	—
Purchases	4,974		—

Included in comprehensive income	(117)		(66)
Transfers in	18,881		12,058
Transfers out	—		—
Sales	—		(4,748)
Maturities, calls, and paydowns	(11,404)		24
Ending balance	$	12,334	$	7,268

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

~~There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis at September 30, 2022 and December 31, 2021, respectively.~~

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, 2022									Carrying Value as of June 30, 2023
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
		(In Thousands)									(In Thousands)
Assets measured at fair value on a non-recurring basis:	Assets measured at fair value on a non-recurring basis:									Assets measured at fair value on a non-recurring basis:
Collateral-dependent impaired loans and leases	Collateral-dependent impaired loans and leases	$	—	$	—	$	350	$	350	Collateral-dependent impaired loans and leases	$	—	$	—	$	7,737	$	7,737

Repossessed assets	Repossessed assets	—		591		—		591		Repossessed assets	—		602		—		602
Total assets measured at fair value on a non-recurring basis	Total assets measured at fair value on a non-recurring basis	$	—	$	591	$	350	$	941	Total assets measured at fair value on a non-recurring basis	$	—	$	602	$	7,737	$	8,339


		Carrying Value as of December 31, 2021									Carrying Value as of December 31, 2022
		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
		(In Thousands)									(In Thousands)
Assets measured at fair value on a non-recurring basis:	Assets measured at fair value on a non-recurring basis:									Assets measured at fair value on a non-recurring basis:
Collateral-dependent impaired loans and leases	Collateral-dependent impaired loans and leases	$	—	$	—	$	802	$	802	Collateral-dependent impaired loans and leases	$	—	$	—	$	779	$	779

Repossessed assets	Repossessed assets	—		718		—		718		Repossessed assets	—		408		—		408
Total assets measured at fair value on a non-recurring basis	Total assets measured at fair value on a non-recurring basis	$	—	$	718	$	802	$	1,520	Total assets measured at fair value on a non-recurring basis	$	—	$	408	$	779	$	1,187

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 ("OREO")

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. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company did not record any OREO.

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,
2022 At December 31, 2021
(Dollars in Thousands)
Collateral-dependent impaired loans and leases $ 350 $ 802
Appraisal of collateral (1)

Fair Value

Valuation Technique

At June 30,
2023

At December 31, 2022

(Dollars in Thousands)

Collateral-dependent impaired loans and leases

7,737

779

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.

3946

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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, 2022											Fair Value Measurements at June 30, 2023
		Carrying Value		Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs			Carrying Value		Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
		(In Thousands)											(In Thousands)
Financial assets:	Financial assets:											Financial assets:

Loans and leases, net	Loans and leases, net	$	7,327,135	$	7,112,555	$	—	$	—	$	7,112,555	Loans and leases, net	$	9,214,982	$	8,966,412	$	—	$	—	$	8,966,412
Restricted equity securities		44,760		44,760		—		—		44,760

Financial liabilities:	Financial liabilities:											Financial liabilities:

Certificates of deposits	Certificates of deposits	1,058,704		1,037,869		—		1,037,869		—		Certificates of deposits	2,343,754		2,316,697		—		2,316,697		—
Borrowed funds	Borrowed funds	758,768		749,216		—		749,216		—		Borrowed funds	1,226,270		1,220,928		—		1,220,928		—


				Fair Value Measurements at December 31, 2021						Fair Value Measurements at December 31, 2022
		Carrying Value	Estimated Fair Value	Level 1 Inputs	Level 2 Inputs	Level 3 Inputs		Carrying Value	Estimated Fair Value	Level 1 Inputs	Level 2 Inputs	Level 3 Inputs
		(In Thousands)						(In Thousands)
Financial assets:	Financial assets:						Financial assets:

Loans and leases, net	Loans and leases, net	7,055,373	6,983,524	—	—	6,983,524	Loans and leases, net	7,545,906	7,450,654	—	—	7,450,654
Restricted equity securities		28,981	28,981	—	—	28,981

Financial liabilities:	Financial liabilities:						Financial liabilities:

Certificates of deposit	Certificates of deposit	1,283,237	1,283,012	—	1,283,012	—	Certificates of deposit	1,238,287	1,217,024	—	1,217,024	—
Borrowed funds	Borrowed funds	357,321	350,471	—	350,471	—	Borrowed funds	1,432,652	1,431,716	—	1,431,716	—

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.

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).

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Borrowed Funds

The fair value of federal funds purchased is equal to the amount borrowed. The fair value of FHLB 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 credit, 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 June 30, 2023		At December 31, 2022
	(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:
Commercial real estate	$	125,226	$	414,217
Commercial	245,667		291,188
Residential mortgage	16,317		14,036
Unadvanced portion of loans and leases	1,311,073		1,202,738
Unused lines of credit:
Home equity	756,009		700,201
Other consumer	113,817		97,313
Other commercial	511		526
Unused letters of credit:
Financial standby letters of credit	14,611		13,584
Performance standby letters of credit	29,434		31,330
Commercial and similar letters of credit	4,817		2,619
Interest rate derivatives	225,000		150,000
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable	1,762,448		1,489,709
Pay fixed, receive variable	1,762,448		1,489,709
Risk participation-out agreements	510,611		393,624
Risk participation-in agreements	74,297		75,223
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency	2,283		2,383
Sells foreign currency, buys U.S. currency	2,300		2,400

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 credit 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 a 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 these derivatives are presented in Note 8.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Lease Commitments

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 uses the FHLB classic advance rates available as of the lease's start dates as the discount rate to determine the net present value of the remaining lease payments.

Total lease commitments increased from $19.5 million as of December 31, 2022 to $33.0 million as of June 30, 2023. The increase is due to the addition of 12 leases for PCSB Bank branch locations.


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
	(In Thousands)
The components of lease expense was as follows:
Operating lease cost	$	4,200	$	3,143





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	$	4,465	$	3,245


Right-of-use assets obtained in exchange for new lease obligations:
Operating leases assets	$	15,307	$	—
Operating leases liabilities	17,049		—


	At June 30, 2023			At December 31, 2022
	(In Thousands)
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets	$	31,774		$	19,484


Operating lease liabilities	33,021			19,484











Weighted Average Remaining Lease Term
Operating leases	9.17			7.39


Weighted Average Discount Rate
Operating leases	4.1		%	3.5		%

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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
	June 30, 2023
	(In Thousands)

Remainder of 2023	$	4,316
Year ending:
2024	7,655
2025	6,086
2026	4,677
2027	3,714
2028	2,334
Thereafter	9,512
Total	$	38,294
Less imputed interest	(5,273)
Present value of lease liability	$	33,021

Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The total real estate taxes were $1.3 million and $1.0 million for the six months ended June 30, 2023 and 2022, respectively. Total other expenditures were $0.2 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively. Total rental expense was $4.2 million and $3.0 million for the six months ended June 30, 2023 and 2022. Total rental expense was $2.0 million and $1.5 million for the three months ended June 30, 2023 and 2022, respectively.

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 ASC 606 ("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 in gross 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.

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.

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

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.

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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 important factors, the Company’s ability to achieve the synergies and value creation contemplated in connection with the recently completed acquisition of PCSB Financial Corporation ("PCSB"); turbulence in the capital and debt markets; changes in interest rates; competitive pressures from other financial institutions; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in the value of securities and other assets in the Company’s investment portfolio; increases 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 incidents, fraud, natural disasters, and future pandemics; changes in regulation; the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions and adverse economic developments; 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; and the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 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"); PCSB Bank and its subsidiaries; Brookline Securities Corp; and Clarendon Private, LLC.

As a commercially-focused financial institution with 63 full-service banking offices throughout greater Boston, the north shore of Massachusetts, Rhode Island and New York, the Company, through Brookline Bank, BankRI and PCSB Bank (collectively referred to as 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 and the lower Hudson Valley in New York. The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of equipment financing, 29.6% of which is in the greater New York and New Jersey metropolitan area and 70.4% of which is in other areas in the United States of America as of June 30, 2023. Clarendon Private is a registered investment advisor with the SEC. Through Clarendon Private, the Company offers a wide range of wealth management services to individuals, families, endowments and foundations to help these clients meet their long-term financial goals.

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, excellent customer service, and strong risk management.

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The Company manages the Banks under a uniform strategic objective, 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.

The competition for loans and leases and deposits remains strong. Loan and deposit growth are also influenced by the rate-setting actions of the Board of Governors of the Federal Reserve System (the "FRB"). Based on management's scenario analysis of deposit sensitivity to the current rate environment and customer's demand for non-depository investment alternatives, management expects that there will be further deposit mix migration and increased deposit sensitivity to interest rates, which will negatively impact net interest income and net interest margin.

Management expects pressure on the net interest margin to continue for a quarter or two after the Federal Reserve stops increasing rates, after which the net interest margin is expected to stabilize and then increase as loans continue to reprice into the higher rate environment faster than time deposits and other funding sources. Net interest income models, using a projected flat balance sheet with stable deposit balances and an average sensitivity of deposit rates of approximately 39% to market rates, forecast that a short-term increase in rates will positively affect the Company's net interest income, net interest spread, and net interest margin. It is management's expectation that even should interest rates rise, margin will continue to compress as rates on deposit products continue to "catch up" with the swift rise in short term rates over the last year.

As discussed above, 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 income, manage credit risk, increase sources of non-interest income, while managing non-interest expenses.

The Company and the Banks are supervised, examined and regulated by the FRB. As a Massachusetts-chartered trust company, Brookline Bank is subject to supervision, examination and regulation by the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is subject to examination, supervision and regulation by the Banking Division of the Rhode Island Department of Business Regulation. As a New York-chartered commercial bank, PCSB Bank is subject to regulation, supervision and examination by the New York State Department of Financial Services. The FDIC insures each of the Banks’ deposits up to $250,000 per depositor. As previously disclosed, on July 31, 2019, Brookline Bank converted to a Massachusetts-chartered trust company and ended its membership in the Depositors Insurance Fund (the “DIF”), a private industry-sponsored fund which insures deposit balances at Massachusetts-chartered savings banks and cooperative banks 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’s deposit accounts will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits. Term deposits in excess of the FDIC insurance coverage as of July 31, 2019 will continue to be insured by the DIF until they reach maturity.

On January 1, 2023, the Company completed its previously announced acquisition (the “merger”) of PCSB. Pursuant to the merger agreement, each share of PCSB common stock outstanding at the effective time of the merger was converted into the right to receive, at the holder’s election, either $22.00 in cash consideration or 1.3284 shares of Company common stock for each share of PCSB common stock, subject to allocation procedures to ensure that 60% of the outstanding shares of PCSB common stock was converted to Company common stock. Subsequent to the acquisition, PCSB Bank operates as a separate subsidiary of the Company and has 14 banking offices throughout the Lower Hudson Valley of New York State.

The Company’s common stock is traded on the Nasdaq Global Select MarketSM 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
	June 30,			March 31,			December 31,			September 30,			June 30,
	2023			2023			2022			2022			2022
	(Dollars in Thousands, Except Per Share Data)
PER COMMON SHARE DATA
Earnings per share - Basic	$	0.25		$	0.09		$	0.39		$	0.39		$	0.33
Earnings per share - Diluted	0.25			0.09			0.39			0.39			0.33
Book value per share (end of period)	13.11			13.14			12.91			12.54			12.63
Tangible book value per share (end of period) (1)	10.07			10.08			10.80			10.43			10.51
Dividends paid per common share	0.135			0.135			0.135			0.130			0.130
Stock price (end of period)	8.74			10.50			14.15			11.65			13.31

PERFORMANCE RATIOS (2)
Net interest margin (taxable equivalent basis)	3.26		%	3.36		%	3.81		%	3.80		%	3.56		%
Return on average assets	0.78		%	0.27		%	1.34		%	1.40		%	1.18		%
Return on average tangible assets (1)	0.79		%	0.28		%	1.37		%	1.43		%	1.21		%
Return on average stockholders' equity	7.44		%	2.61		%	12.09		%	12.29		%	10.32		%
Return on average tangible stockholders' equity (1)	9.67		%	3.43		%	14.48		%	14.72		%	12.39		%
Dividend payout ratio (1)	54.78		%	158.33		%	34.94		%	33.07		%	39.81		%
Efficiency ratio (3)	63.20		%	65.44		%	53.01		%	52.98		%	56.95		%

ASSET QUALITY RATIOS
Net loan and lease charge-offs as a percentage of average loans and leases (annualized)	0.05		%	0.02		%	0.02		%	(0.01)		%	0.07		%
Nonperforming loans and leases as a percentage of total loans and leases	0.50		%	0.31		%	0.19		%	0.24		%	0.28		%
Nonperforming assets as a percentage of total assets	0.42		%	0.25		%	0.17		%	0.21		%	0.25		%
Total allowance for loan and lease losses as a percentage of total loans and leases	1.35		%	1.31		%	1.29		%	1.27		%	1.28		%

CAPITAL RATIOS
Stockholders' equity to total assets	10.37		%	10.11		%	10.80		%	11.08		%	11.38		%
Tangible equity ratio (1)	8.16		%	7.94		%	9.20		%	9.39		%	9.65		%

FINANCIAL CONDITION DATA
Total assets	$	11,206,078		$	11,522,485		$	9,185,836		$	8,695,708		$	8,514,230
Total loans and leases	9,340,799			9,246,965			7,644,388			7,421,304			7,291,912
Allowance for loan and lease losses	125,817			120,865			98,482			94,169			93,188
Allowance for investment security losses	433			301			102			48			58
Investment securities available-for-sale	910,210			1,067,032			656,766			675,692			717,818


Goodwill and identified intangible assets	269,348			271,302			162,208			162,329			162,449
Total deposits	8,517,013			8,456,462			6,522,146			6,735,605			6,894,457
Total borrowed funds	1,226,270			1,630,102			1,432,652			758,768			478,200
Stockholders' equity	1,162,308			1,165,066			992,125			963,618			968,496


													(Continued)

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	At and for the Three Months Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
	2023		2023		2022		2022		2022
	(Dollars in Thousands, Except Per Share Data)
EARNINGS DATA
Net interest income	$	86,037	$	86,049	$	80,030	$	78,026	$	71,867
Provision (credit) for credit losses	5,726		25,542		5,725		2,835		227
Non-interest income	5,462		12,937		9,056		6,834		6,928
Non-interest expense	57,825		64,776		47,225		44,959		44,871
Net income	21,850		7,560		29,695		30,149		25,195

(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

Balance Sheet

Total assets increased $2.0 billion to $11.2 billion as of June 30, 2023 from $9.2 billion as of December 31, 2022. The increase was primarily driven by the acquisition of PCSB Bank.

Cash and cash equivalents decreased $158.5 million to $224.4 million as of June 30, 2023 from $383.0 million as of December 31, 2022.

Total investment securities increased $253.4 million to $910.2 million as of June 30, 2023 from $656.8 million as of December 31, 2022.

Total loans and leases increased $1.7 billion to $9.3 billion as of June 30, 2023 from $7.6 billion as of December 31, 2022. The Company's commercial loan portfolios, which are composed of commercial real estate loans and commercial loans and leases, totaled $7.9 billion, or 84.2% of total loans and leases as of June 30, 2023, an increase of $1.4 billion from $6.4 billion, or 84.0% of total loans and leases as of December 31, 2022.

Total deposits increased $2.0 billion to $8.5 billion as of June 30, 2023 from $6.5 billion as of December 31, 2022. Core deposits, which include demand checking, NOW, money market and savings accounts, totaled $6.2 billion, or 72.5% of total deposits as of June 30, 2023, an increase of $889.4 million from $5.3 billion, or 81.0% of total deposits as of December 31, 2022. Certificate of deposit balances totaled $1.4 billion, or 16.6% of total deposits as of June 30, 2023, an increase of $482.8 million from $928.1 million, or 14.2% of total deposits as of December 31, 2022. Brokered deposits totaled $932.8 million, or 11.0% of total deposits as of June 30, 2023, an increase of $622.7 million from $310.1 million, or 4.8% of total deposits as of December 31, 2022.

Total borrowed funds decreased $206.4 million to $1.2 billion as of June 30, 2023 from $1.4 billion as of December 31, 2022.

Asset Quality

Nonperforming assets as of June 30, 2023 totaled $46.9 million, or 0.42% of total assets, compared to $15.3 million, or 0.17% of total assets, as of December 31, 2022. Net charge-offs for the three months ended June 30, 2023 were $1.1 million, or 0.05% of average loans and leases on an annualized basis, compared to $1.2 million, or 0.07% of average loans and leases on an annualized basis, for the three months ended June 30, 2022.

The ratio of the allowance for loan and lease losses to total loans and leases was 1.35% as of June 30, 2023, compared to 1.29% as of December 31, 2022.

The ratio of the allowance for loan and lease losses to nonaccrual loans and leases was 271.61% as of June 30, 2023, compared to 661.22% as of December 31, 2022.

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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 10.54% as of June 30, 2023, compared to 12.05% as of December 31, 2022. The Company's Tier 1 leverage ratio was 8.79% as of June 30, 2023, compared to 10.26% as of December 31, 2022. As of June 30, 2023, the Company's Tier 1 risk-based capital ratio was 10.64%, compared to 12.18% as of December 31, 2022. The Company's Total risk-based capital ratio was 12.71% as of June 30, 2023, compared to 14.44% as of December 31, 2022.

The Company's ratio of stockholders' equity to total assets was 10.37% and 10.80% as of June 30, 2023 and December 31, 2022, respectively. The Company's ratio of tangible stockholders' equity to tangible assets was 8.16% and 9.20% as of June 30, 2023 and December 31, 2022, respectively.

Net Income

For the three months ended June 30, 2023, the Company reported net income of $21.9 million, or $0.25 per basic and diluted share, a decrease of $3.3 million, or 13.3%, from net income of $25.2 million, or $0.33 per basic and diluted share, for the three months ended June 30, 2022. This decrease in net income is primarily the result of an increase in non-interest expense of $13.0 million, an increase in the provision for credit losses of $5.6 million, and a decrease in non-interest income of $1.5 million, partially offset by an increase in net interest income of $14.2 million and a decrease in the provision for income taxes of $2.5 million. Refer to “Results of Operations" below for further discussion.

For the six months ended June 30, 2023, the Company reported net income of $29.4 million, or $0.34 per basic and diluted share, a decrease of $20.5 million, or 41.1%, from $49.9 million, or $0.65 per basic and diluted share for the six months ended June 30, 2022. This decrease in net income is primarily the result of an increase in non-interest expense of $35.2 million and an increase in the provision for credit losses of $31.1 million, partially offset by an increase in net interest income of $30.4 million, an increase in non-interest income of $5.9 million, and a decrease in the provision for income taxes of $9.8 million. Refer to “Results of Operations" below for further discussion.

The annualized return on average assets was 0.78% for the three months ended June 30, 2023, compared to 1.18% for the three months ended June 30, 2022. The annualized return on average stockholders' equity was 7.44% for the three months ended June 30, 2023, compared to 10.32% for the three months ended June 30, 2022.

The net interest margin was 3.26% for the three months ended June 30, 2023, down from 3.56% for the three months ended June 30, 2022. The decrease in the net interest margin is a result of an increase of 208 basis points in the Company's overall cost of funds (including non-interest-bearing demand checking accounts) to 2.41% for the three months ended June 30, 2023 from 0.33% for the three months ended June 30, 2022, partially offset by an increase in the yield on interest-earning assets of 163 basis points to 5.49% for the three months ended June 30, 2023 from 3.86% for the three months ended June 30, 2022.

The net interest margin was 3.31% for the six months ended June 30, 2023, down from 3.53% for the six months ended June 30, 2022. The decrease in the net interest margin is a result of an increase of 187 basis points in the Company's overall cost of funds (including non-interest-bearing demand checking accounts) to 2.18% for the six months ended June 30, 2023 from 0.31% for the six months ended June 30, 2022, partially offset by an increase in the yield on interest-earning assets of 152 basis points to 5.30% for the six months ended June 30, 2023 from 3.78% for the six months ended June 30, 2022.

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 and deposit categories.

Critical Accounting Policies and Estimates

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 2022 Annual Report on Form 10-K, management has identified the determination of the allowance for credit losses and the review of goodwill for impairment as the Company’s most critical accounting policies.

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Recent Accounting Developments

In March 2023, the FASB issued ASU 2023-02, "Investments – Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method" which allows entities to use the proportional amortization method to account for tax equity investments, under certain conditions. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years for public entities. Management has determined that ASU 2023-02 does apply to the Company and is currently determining the impact as of June 30, 2023.

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, and dividend payout ratio. 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 June 30,						At and for the Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in Thousands)
Reported Pretax Income	$	27,815		$	33,697		$	36,483		$	66,747

Less:
Security gains	3			—			1,704			—
Add:
Day 1 PCSB CECL provision	—			—			16,744			—
Merger and acquisition expense (1)	1,002			535			7,411			535
Operating Pretax Income	$	28,814		34,232			58,934			67,282
Estimated effective tax rate	19.4		%	25.2		%	19.4		%	25.2		%
Estimated taxes	5,587			8,637			11,427			16,982
Operating earnings after tax	$	23,227		$	25,595		$	47,507		$	50,300

Operating earnings per common share:
Basic	$	0.26		$	0.33		$	0.54		$	0.65
Diluted	$	0.26		$	0.33		0.54			$	0.65



(1) Merger and acquisition expense related to the acquisition of PCSB.

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
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Operating earnings	$	23,227	$	23,283	$	30,015	$	31,222	$	25,595

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

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	Three Months Ended
	June 30, 2023			March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)

Return on average assets (annualized)	0.78%			0.27%		1.34%		1.40%		1.18%
Less:
Security gains	—%			0.05%		0.01%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			0.47%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average assets (annualized)	0.81%			0.87%		1.35%		1.44%		1.20%

Return on average tangible assets (annualized)	0.79%			0.28%		1.37%		1.43%		1.21%
Less:
Security gains	—%			0.05%		0.01%		—%		—%

Add:
Day 1 PCSB CECL provision	—		%	0.48%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average tangible assets (annualized)	0.82%			0.89%		1.38%		1.47%		1.23%

Average total stockholders' equity	$	1,174,167		$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147			278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020		$	881,500	$	820,040	$	818,992	$	813,660

Return on average stockholders' equity (annualized)	7.44%			2.61%		12.09%		12.29%		10.32%
Less:
Security gains	—%			0.45%		0.11%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			4.46%		—%		—%		—%
Merger and acquisition expenses	0.28%			1.71%		0.21%		0.36%		0.16%

Operating return on average stockholders' equity (annualized)	7.72%			8.33%		12.19%		12.65%		10.48%




Return on average tangible stockholders' equity (annualized)	9.67%			3.43%		14.48%		14.72%		12.39%
Less:
Security gains	—%			0.60%		0.13%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			5.87%		—%		—%		—%
Merger and acquisition expenses	0.36%			2.25%		0.26%		0.43%		0.20%

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Three Months Ended

June 30,
2023

March 31,
2023

December 31,
2022

September 30,
2022

June 30,
2022

(Dollars in Thousands)

Operating return on average tangible stockholders' equity (annualized)

10.03%

10.95%

14.61%

15.15%

12.59%


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

Return on average tangible assets (annualized)	0.79%		0.28%		1.37%		1.43%		1.21%

Average total stockholders' equity	$	1,174,167	$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020	$	881,500	$	820,040	$	818,992	$	813,660

Return on average tangible stockholders' equity (annualized)	9.67%		3.43%		14.48%		14.72%		12.39%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Total stockholders' equity	$	1,162,308	$	1,165,066	$	992,125	$	963,618	$	968,496
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Total assets	$	11,206,078	$	11,522,485	$	9,185,836	$	8,695,708	$	8,514,230
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible assets	$	10,936,730	$	11,251,183	$	9,023,628	$	8,533,379	$	8,351,781

Tangible equity ratio	8.16%		7.94%		9.20%		9.39%		9.65%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Common shares issued	96,998,075		96,998,075		85,177,172		85,177,172		85,177,172
Less:
Treasury shares	7,734,891		7,734,891		7,731,445		7,730,945		7,995,888
Unallocated ESOP	—		—		—		4,833		11,442
Unvested restricted stock	598,049		598,049		601,495		601,995		497,297
Common shares outstanding	88,665,135		88,665,135		76,844,232		76,839,399		76,672,545

Tangible book value per share	$	10.07	$	10.08	$	10.80	$	10.43	$	10.51

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Dividends paid	$	11,969	$	11,970	$	10,374	$	9,969	$	10,030

Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Dividend payout ratio	54.78%		158.33%		34.94%		33.07%		39.81%

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Financial Condition

Loans and Leases

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


	At June 30, 2023				At December 31, 2022
	Balance		Percent of Total		Balance		Percent of Total
	(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate	$	3,997,027	42.8	%	$	3,046,746	39.9	%
Multi-family mortgage	1,358,475		14.5	%	1,150,597		15.1	%
Construction	315,269		3.4	%	206,805		2.7	%
Total commercial real estate loans	5,670,771		60.7	%	4,404,148		57.7	%
Commercial loans and leases:
Commercial	845,192		9.1	%	752,948		9.9	%
Equipment financing	1,306,165		14.0	%	1,216,585		15.9	%
Condominium association	41,670		0.4	%	46,966		0.6	%

Total commercial loans and leases	2,193,027		23.5	%	2,016,499		26.4	%
Consumer loans:
Residential mortgage	1,082,425		11.6	%	844,614		11.0	%
Home equity	346,842		3.7	%	322,622		4.2	%
Other consumer	47,734		0.5	%	56,505		0.7	%
Total consumer loans	1,477,001		15.8	%	1,223,741		15.9	%
Total loans and leases	9,340,799		100.0	%	7,644,388		100.0	%
Allowance for loan and lease losses	(125,817)				(98,482)
Net loans and leases	$	9,214,982			$	7,545,906

The following table sets forth the growth in the Company’s loan and lease portfolios during the six months ended June 30, 2023:


	At June 30, 2023		At December 31, 2022		Dollar Change		Percent Change (Annualized)
	(Dollars in Thousands)
Commercial real estate	$	5,670,771	$	4,404,148	$	1,266,623	57.5	%
Commercial	2,193,027		2,016,499		176,528		17.5	%
Consumer	1,477,001		1,223,741		253,260		41.4	%
Total loans and leases	$	9,340,799	$	7,644,388	$	1,696,411	44.4	%

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 $60.0 million unless approved by the Company's Credit Committee. As of June 30, 2023, there were four borrowers with loans and commitments over $60.0 million. The total of those loans and commitments was $271.0 million, or 2.35% of total loans and commitments, as of June 30, 2023. As of December 31, 2022, there were three borrowers with loans and commitments over

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$60.0 million. The total of those loans and commitments was $208.5 million, or 2.2% of total loans and commitments, as of December 31, 2022.

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 composed 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 60.7% of total loans and leases outstanding as of June 30, 2023.

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 ($1.3 billion), office buildings ($844.0 million), retail stores ($954.2 million), industrial properties ($780.4 million), mixed-use properties ($509.7 million), lodging services ($196.0 million), and food services ($79.4 million) as of June 30, 2023. At that date, approximately 78.3% 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 composed of commercial loans, equipment financing loans and leases and condominium association loans, which represented 23.5% of total loans outstanding as of June 30, 2023.

The Company's commercial loan and lease portfolio is composed primarily of loans and leases to small to medium sized businesses ($797.3 million), transportation services ($388.9 million), food services ($197.4 million), recreation services ($138.1 million), manufacturing ($109.7 million), retail ($120.1 million), and rental and leasing services ($62.6 million) as of June 30, 2023.

The Company provides commercial banking services to companies in its market area. Approximately 38.5% of the commercial loans outstanding as of June 30, 2023 were made to borrowers located in New England. The remaining 61.5% 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 FHLB of Boston and FHLB of New York 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 SBA 7A program and as an SBA preferred lender. Included in the commercial loans balances are the PPP loans totaling $0.3 million as of June 30, 2023.

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 17.6% of the commercial loans outstanding in the equipment financing divisions 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 composed of residential mortgage loans, home equity loans and lines of credit, and other consumer loans, represented 15.8% of total loans outstanding as of June 30, 2023. 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 June 30, 2023, other consumer loans equaled $47.7 million, or 0.5% 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 June 30, 2023, the Company had $158.4 million of total assets that were designated as criticized. This compares to $108.2 million of assets designated as criticized as of December 31, 2022. The increase of $50.2 million in criticized assets was primarily driven by increases in commercial real estate and equipment financing relationships for the six months ended June 30, 2023.

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. When a loan is placed on nonaccrual status, interest accruals cease and all previously accrued and uncollected 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 or reasonably expects to make certain concessionary modifications to contractual terms, the loan is classified as a modified 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.

As of June 30, 2023, the Company had nonperforming assets of $46.9 million, representing 0.42% of total assets, compared to nonperforming assets of $15.3 million, or 0.17% of total assets as of December 31, 2022. The increase of $31.6 million in nonperforming assets was primarily driven by the inclusion of loans related to one commercial customer totaling $9.3 million, three commercial real estate customers totaling $5.2 million, and two commercial real estate customers totaling $4.2 million during the six months ended June 30, 2023.

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

As of June 30, 2023, the Company had $0.5 million loans and leases greater than 90 days past due and accruing, compared to minimal to no loans as of December 31, 2022. The $0.5 million increase in loans and leases greater than 90 days past due and accruing is primarily due to two equipment financing relationships totaling $0.5 million.

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


	At June 30, 2023			At December 31, 2022
	(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate	$	8,737		$	607

Construction	3,828			707
Total commercial real estate loans	12,565			1,314

Commercial	16,023			464
Equipment financing	12,809			9,653
Condominium association	—			58
Total commercial loans and leases	28,832			10,175

Residential mortgage	4,343			2,680
Home equity	583			723
Other consumer	—			2
Total consumer loans	4,926			3,405

Total nonaccrual loans and leases	46,323			14,894


Other repossessed assets	602			408
Total nonperforming assets	$	46,925		$	15,302

Loans and leases past due greater than 90 days and accruing	$	490		$	33
Total delinquent loans and leases 61-90 days past due	24,249			2,218
Restructured loans and leases not included in nonperforming assets	—			16,385

Total nonperforming loans and leases as a percentage of total loans and leases	0.50		%	0.19		%
Total nonperforming assets as a percentage of total assets	0.42		%	0.17		%
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases	0.26		%	0.03		%

Allowance for Credit Losses

The allowance for credit losses consists of general and specific allowances and reflects management's estimate of expected loan and lease losses over the life of the loan or lease. Management uses a consistent and systematic process and methodology to evaluate the adequacy of the allowance for credit losses on a quarterly basis. Management continuously evaluates and challenges inputs and assumptions in the allowance for credit losses.

While management evaluates currently available information in establishing the allowance for credit 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 credit 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 credit losses and carrying amounts of other real estate owned. Such agencies may require the

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financial institution to recognize additions or reductions to the allowance based on their judgments about information available to them at the time of their examination.

The Company’s allowance methodology provides a quantification of estimated losses in the portfolio. Under the current methodology, management estimates losses over the life of the loan using reasonable and supportable forecasts. Forecasts, loan data, and model documentation are extensively analyzed and reviewed throughout the quarter to ensure estimated losses are appropriate at quarter end. Qualitative adjustments are applied when model output does not align with management expectations. These adjustments are thoroughly reviewed and documented to provide clarity and a reasonable basis for any deviations from the model. For June 30, 2023, qualitative adjustments were applied to the commercial real estate, commercial, and consumer portfolios resulting in a net addition in total reserves compared to modeled calculations.

The following tables present the changes in the allowance for loan and lease losses by portfolio category for the three and six months ended June 30, 2023 and 2022.


	At and for the Three Months Ended June 30, 2023
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at March 31, 2023	$	82,692		$	32,761		$	5,412		$	120,865

Charge-offs	—			(1,685)			(5)			(1,690)
Recoveries	6			577			10			593
Provision (credit) for loan and lease losses	1,603			3,981			465			6,049
Balance at June 30, 2023	$	84,301		$	35,634		$	5,882		$	125,817

Total loans and leases	$	5,670,771		$	2,193,027		$	1,477,001		$	9,340,799
Total allowance for loan and lease losses as a percentage of total loans and leases	1.49		%	1.62		%	0.40		%	1.35		%


	At and for the Three Months Ended June 30, 2022
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at March 31, 2022	$	69,031		$	23,503		$	2,929		$	95,463

Charge-offs	—			(1,533)			—			(1,533)
Recoveries	6			279			6			291
Provision (credit) for loan and lease losses	990			(2,144)			121			(1,033)
Balance at June 30, 2022	$	70,027		$	20,105		$	3,056		$	93,188

Total loans and leases	$	4,225,754		$	1,860,182		$	1,205,976		$	7,291,912
Total allowance for loan and lease losses as a percentage of total loans and leases	1.66		%	1.08		%	0.25		%	1.28		%

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	At and for the Six Months Ended June 30, 2023
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2022	$	68,154		$	26,604		$	3,724		$	98,482


Charge-offs	—			(2,525)			(16)			(2,541)
Recoveries	12			960			21			993
Provision (credit) for loan and lease losses	16,135			10,595			2,153			28,883
Balance at June 30, 2023	$	84,301		$	35,634		$	5,882		$	125,817

Total loans and leases	$	5,670,771		$	2,193,027		$	1,477,001		$	9,340,799
Total allowance for loan and lease losses as a percentage of total loans and leases	1.49		%	1.62		%	0.40		%	1.35		%



	At and for the Six Months Ended June 30, 2022
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2021	$	69,213		$	27,055		$	2,816		$	99,084


Charge-offs	(37)			(3,833)			(7)			(3,877)
Recoveries	11			632			44			687
Provision (credit) for loan and lease losses	840			(3,749)			203			(2,706)
Balance at June 30, 2022	$	70,027		$	20,105		$	3,056		$	93,188

Total loans and leases	$	4,225,754		$	1,860,182		$	1,205,976		$	7,291,912
Total allowance for loan and lease losses as a percentage of total loans and leases	1.66		%	1.08		%	0.25		%	1.28		%

At June 30, 2023, the allowance for loan and lease losses increased to $125.8 million, or 1.35% of total loans and leases outstanding, which included $2.3 million in provision (credit) for loan and lease losses on purchase credit deteriorated ("PCD") loans. This compared to an allowance for loan and lease losses of $98.5 million, or 1.29% of total loans and leases outstanding, as of December 31, 2022. Both figures exclude PPP loans which are not subject to an allowance reserve since they are guaranteed by the SBA.

Net charge-offs in the loans and leases for the three months ended June 30, 2023 and 2022 were $1.1 million and $1.2 million, respectively. As a percentage of average loans and leases, annualized net charge-offs for the three months ended June 30, 2023 and 2022 were 0.05% and 0.07%, respectively. The year over year decrease in the net charge-offs was primarily due to a decrease in net charge-offs of $0.2 million in commercial loans offset by an increase in net charge-offs of $0.1 million in equipment financing loans.

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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 June 30, 2023						At December 31, 2022
	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	$	57,220	45.6	%	42.8	%	$	44,536	45.3	%	39.9	%
Multi-family mortgage	18,001		14.3	%	14.5	%	16,885		17.1	%	15.1	%
Construction	9,080		7.2	%	3.4	%	6,733		6.8	%	2.7	%
Total commercial real estate loans	84,301		67.1	%	60.7	%	68,154		69.2	%	57.7	%
Commercial	19,678		15.6	%	9.1	%	12,190		12.4	%	9.9	%
Equipment financing	15,839		12.6	%	14.0	%	14,315		14.5	%	15.9	%
Condominium association	117		0.1	%	0.4	%	99		0.1	%	0.6	%
Total commercial loans	35,634		28.3	%	23.5	%	26,604		27.0	%	26.4	%
Residential mortgage	3,505		2.8	%	11.6	%	1,894		1.9	%	11.0	%
Home equity	1,937		1.5	%	3.7	%	1,478		1.5	%	4.2	%
Other consumer	440		0.3	%	0.5	%	352		0.4	%	0.7	%
Total consumer loans	5,882		4.6	%	15.8	%	3,724		3.8	%	15.9	%

Total	$	125,817	100.0	%	100.0	%	$	98,482	100.0	%	100.0	%

Management believes that the allowance for loan and lease losses as of June 30, 2023 is appropriate.

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 $94.9 million, or 18.3% on an annualized basis, to $1.1 billion as of June 30, 2023, from $1.0 billion as of December 31, 2022. The increase was driven by an increase in investment securities available for sale. Cash, cash equivalents, and investment securities were 10.1% of total assets as of June 30, 2023, compared to 11.32% of total assets at December 31, 2022.

Table of Contents

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 June 30, 2023				At December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	189,075	$	166,018	$	176,751	$	152,422
GSE CMOs	68,652		64,446		19,977		18,220
GSE MBSs	199,087		179,659		159,824		140,576



Municipal obligations	15,769		15,614		—		—
Corporate debt obligations	32,948		31,898		14,076		13,764
U.S. Treasury bonds	484,756		452,098		362,850		331,307


Foreign government obligations	500		477		500		477
Total investment securities available-for-sale	$	990,787	$	910,210	$	733,978	$	656,766

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. 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 $178.2 million for the six months ended June 30, 2023 compared to $67.4 million for the same period in 2022. For the six months ended June 30, 2023, the Company sold $230.0 million of investment securities available-for-sale. For the same period in 2022, the Company did not sell any investment securities available-for-sale. For the six months ended June 30, 2023, the Company purchased $279.0 million of investment securities available-for-sale, compared to $123.1 million for the same period in 2022.

As of June 30, 2023, the fair value of all investment securities available-for-sale was $910.2 million with $80.6 million of net unrealized losses, compared to a fair value of $656.8 million and net unrealized losses of $77.2 million as of December 31, 2022. As of June 30, 2023, $862.8 million, or 94.8%, of the portfolio, had gross unrealized losses of $80.7 million. This compares to $630.5 million, or 96.0%, of the portfolio with gross unrealized losses of $77.5 million as of December 31, 2022. The Company's unrealized loss position decreased in 2023 primarily driven by a rebalancing of the portfolio to more closely align it with current market rates.

~~Restricted Equity Securities~~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 1 year 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 ~~values~~market rental value provisions. All of ~~certain restricted equity securities~~the Company's current outstanding leases 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~~classified as operating leases.

The ~~fair values~~Company considered the following criteria when determining whether a contract contains a lease, the existence of ~~deposit liabilities with no stated maturity (demand, NOW, savings~~an identifiable asset and ~~money market savings accounts) are equal~~the right to obtain substantially all of the economic benefits from use of the asset through the period. The Company uses the FHLB classic advance rates available as of the lease's start dates as the discount rate to determine the net present value of the remaining lease payments.

Total lease commitments increased from $19.5 million as of December 31, 2022 to $33.0 million as of June 30, 2023. The increase is due to the ~~carrying amounts payable on demand. The fair value~~addition 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~~12 leases 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).~~PCSB Bank branch locations.


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
	(In Thousands)
The components of lease expense was as follows:
Operating lease cost	$	4,200	$	3,143





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	$	4,465	$	3,245


Right-of-use assets obtained in exchange for new lease obligations:
Operating leases assets	$	15,307	$	—
Operating leases liabilities	17,049		—


	At June 30, 2023			At December 31, 2022
	(In Thousands)
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets	$	31,774		$	19,484


Operating lease liabilities	33,021			19,484











Weighted Average Remaining Lease Term
Operating leases	9.17			7.39


Weighted Average Discount Rate
Operating leases	4.1		%	3.5		%

4050

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

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


	Minimum Rental Payments
	June 30, 2023
	(In Thousands)

Remainder of 2023	$	4,316
Year ending:
2024	7,655
2025	6,086
2026	4,677
2027	3,714
2028	2,334
Thereafter	9,512
Total	$	38,294
Less imputed interest	(5,273)
Present value of lease liability	$	33,021

Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The ~~fair value of federal funds purchased is equal to~~total real estate taxes were $1.3 million and $1.0 million for the ~~amount borrowed. The fair value of FHLBB advances~~six months ended June 30, 2023 and ~~repurchase agreements represents contractual repayments discounted using interest rates currently available~~2022, respectively. Total other expenditures were $0.2 million and $0.2 million for ~~borrowings with similar characteristics~~the six months ended June 30, 2023 and ~~remaining maturities. The fair values reported~~2022, respectively. Total rental expense was $4.2 million and $3.0 million 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~~six months ended June 30, 2023 and ~~maturities. The fair values reported~~2022. Total rental expense was $2.0 million and $1.5 million 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~~three months ended June 30, 2023 and ~~maturities.~~2022, respectively.

Legal Proceedings

~~(12) Commitments and Contingencies~~

~~Off-Balance Sheet Financial Instruments~~

~~The Company is party to off-balance sheet financial instruments in~~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 ~~meet~~be affected materially by the ~~financing needs~~outcome of such proceedings.

(13) Revenue from Contracts with Customers

Overview

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 ~~own exposure~~behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported in gross noninterest expense. If the Company is an agent in the transaction (referring to ~~fluctuations in interest rates. These~~another party to provide services), the Company reports its net fee or commission retained as revenue.

A substantial portion of the Company’s revenue is specifically excluded from the scope of Topic 606. This exclusion is associated with financial instruments, ~~include~~including interest income on loans and investment securities, in addition to loan ~~commitments, standby~~derivative income and ~~commercial letters~~gains on loan and investment sales. For the revenue that is in-scope of ~~credit, and loan level derivatives. According to GAAP, these financial instruments are not recorded in~~Topic 606, the ~~financial statements until they are funded or related fees are incurred or received.~~

~~The contract amounts reflect the extent~~following is a description of ~~the involvement~~principal activities from which 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-performancegenerates its revenue from contracts with customers, separated by the ~~counterparty is represented by the fair value~~timing of ~~the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments.~~

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

At September 30, 2022 At December 31, 2021
(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:
Commercial real estate $ 173,198 $ 110,798
Commercial 196,197 162,931
Residential mortgage 28,942 28,685
Unadvanced portion of loans and leases 1,050,168 987,482
Unused lines of credit:
Home equity 671,112 611,212
Other consumer 97,295 64,589
Other commercial 467 414
Unused letters of credit:
Financial standby letters of credit 13,604 16,143
Performance standby letters of credit 31,583 17,145
Commercial and similar letters of credit 4,854 5,219
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable 1,485,313 1,324,609
Pay fixed, receive variable 1,485,313 1,324,609
Risk participation-out agreements 370,437 288,374
Risk participation-in agreements 75,678 77,016
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency 4,270 2,004
Sells foreign currency, buys U.S. currency 4,282 2,006
revenue recognition.

4151

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

~~Commitments~~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 ~~extend~~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

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

Forward-Looking Statements

Introduction

Table of Contents

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

Table of Contents

Selected Financial Data


	At and for the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2023			2023			2022			2022			2022
	(Dollars in Thousands, Except Per Share Data)
PER COMMON SHARE DATA
Earnings per share - Basic	$	0.25		$	0.09		$	0.39		$	0.39		$	0.33
Earnings per share - Diluted	0.25			0.09			0.39			0.39			0.33
Book value per share (end of period)	13.11			13.14			12.91			12.54			12.63
Tangible book value per share (end of period) (1)	10.07			10.08			10.80			10.43			10.51
Dividends paid per common share	0.135			0.135			0.135			0.130			0.130
Stock price (end of period)	8.74			10.50			14.15			11.65			13.31

PERFORMANCE RATIOS (2)
Net interest margin (taxable equivalent basis)	3.26		%	3.36		%	3.81		%	3.80		%	3.56		%
Return on average assets	0.78		%	0.27		%	1.34		%	1.40		%	1.18		%
Return on average tangible assets (1)	0.79		%	0.28		%	1.37		%	1.43		%	1.21		%
Return on average stockholders' equity	7.44		%	2.61		%	12.09		%	12.29		%	10.32		%
Return on average tangible stockholders' equity (1)	9.67		%	3.43		%	14.48		%	14.72		%	12.39		%
Dividend payout ratio (1)	54.78		%	158.33		%	34.94		%	33.07		%	39.81		%
Efficiency ratio (3)	63.20		%	65.44		%	53.01		%	52.98		%	56.95		%

ASSET QUALITY RATIOS
Net loan and lease charge-offs as a percentage of average loans and leases (annualized)	0.05		%	0.02		%	0.02		%	(0.01)		%	0.07		%
Nonperforming loans and leases as a percentage of total loans and leases	0.50		%	0.31		%	0.19		%	0.24		%	0.28		%
Nonperforming assets as a percentage of total assets	0.42		%	0.25		%	0.17		%	0.21		%	0.25		%
Total allowance for loan and lease losses as a percentage of total loans and leases	1.35		%	1.31		%	1.29		%	1.27		%	1.28		%

CAPITAL RATIOS
Stockholders' equity to total assets	10.37		%	10.11		%	10.80		%	11.08		%	11.38		%
Tangible equity ratio (1)	8.16		%	7.94		%	9.20		%	9.39		%	9.65		%

FINANCIAL CONDITION DATA
Total assets	$	11,206,078		$	11,522,485		$	9,185,836		$	8,695,708		$	8,514,230
Total loans and leases	9,340,799			9,246,965			7,644,388			7,421,304			7,291,912
Allowance for loan and lease losses	125,817			120,865			98,482			94,169			93,188
Allowance for investment security losses	433			301			102			48			58
Investment securities available-for-sale	910,210			1,067,032			656,766			675,692			717,818


Goodwill and identified intangible assets	269,348			271,302			162,208			162,329			162,449
Total deposits	8,517,013			8,456,462			6,522,146			6,735,605			6,894,457
Total borrowed funds	1,226,270			1,630,102			1,432,652			758,768			478,200
Stockholders' equity	1,162,308			1,165,066			992,125			963,618			968,496


													(Continued)

Table of Contents


	At and for the Three Months Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
	2023		2023		2022		2022		2022
	(Dollars in Thousands, Except Per Share Data)
EARNINGS DATA
Net interest income	$	86,037	$	86,049	$	80,030	$	78,026	$	71,867
Provision (credit) for credit losses	5,726		25,542		5,725		2,835		227
Non-interest income	5,462		12,937		9,056		6,834		6,928
Non-interest expense	57,825		64,776		47,225		44,959		44,871
Net income	21,850		7,560		29,695		30,149		25,195

(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

Balance Sheet

Total assets increased $2.0 billion to $11.2 billion as of June 30, 2023 from $9.2 billion as of December 31, 2022. The increase was primarily driven by the acquisition of PCSB Bank.

Cash and cash equivalents decreased $158.5 million to $224.4 million as of June 30, 2023 from $383.0 million as of December 31, 2022.

Total investment securities increased $253.4 million to $910.2 million as of June 30, 2023 from $656.8 million as of December 31, 2022.

Total borrowed funds decreased $206.4 million to $1.2 billion as of June 30, 2023 from $1.4 billion as of December 31, 2022.

Asset Quality

The ratio of the allowance for loan and lease losses to total loans and leases was 1.35% as of June 30, 2023, compared to 1.29% as of December 31, 2022.

The ratio of the allowance for loan and lease losses to nonaccrual loans and leases was 271.61% as of June 30, 2023, compared to 661.22% as of December 31, 2022.

Table of Contents

Capital Strength

Net Income

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 and deposit categories.

Critical Accounting Policies and Estimates

Table of Contents

Recent Accounting Developments

Non-GAAP Financial Measures and Reconciliation to GAAP

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 June 30,						At and for the Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in Thousands)
Reported Pretax Income	$	27,815		$	33,697		$	36,483		$	66,747

Less:
Security gains	3			—			1,704			—
Add:
Day 1 PCSB CECL provision	—			—			16,744			—
Merger and acquisition expense (1)	1,002			535			7,411			535
Operating Pretax Income	$	28,814		34,232			58,934			67,282
Estimated effective tax rate	19.4		%	25.2		%	19.4		%	25.2		%
Estimated taxes	5,587			8,637			11,427			16,982
Operating earnings after tax	$	23,227		$	25,595		$	47,507		$	50,300

Operating earnings per common share:
Basic	$	0.26		$	0.33		$	0.54		$	0.65
Diluted	$	0.26		$	0.33		0.54			$	0.65



(1) Merger and acquisition expense related to the acquisition of PCSB.

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
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Operating earnings	$	23,227	$	23,283	$	30,015	$	31,222	$	25,595

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

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	Three Months Ended
	June 30, 2023			March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)

Return on average assets (annualized)	0.78%			0.27%		1.34%		1.40%		1.18%
Less:
Security gains	—%			0.05%		0.01%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			0.47%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average assets (annualized)	0.81%			0.87%		1.35%		1.44%		1.20%

Return on average tangible assets (annualized)	0.79%			0.28%		1.37%		1.43%		1.21%
Less:
Security gains	—%			0.05%		0.01%		—%		—%

Add:
Day 1 PCSB CECL provision	—		%	0.48%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average tangible assets (annualized)	0.82%			0.89%		1.38%		1.47%		1.23%

Average total stockholders' equity	$	1,174,167		$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147			278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020		$	881,500	$	820,040	$	818,992	$	813,660

Return on average stockholders' equity (annualized)	7.44%			2.61%		12.09%		12.29%		10.32%
Less:
Security gains	—%			0.45%		0.11%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			4.46%		—%		—%		—%
Merger and acquisition expenses	0.28%			1.71%		0.21%		0.36%		0.16%

Operating return on average stockholders' equity (annualized)	7.72%			8.33%		12.19%		12.65%		10.48%




Return on average tangible stockholders' equity (annualized)	9.67%			3.43%		14.48%		14.72%		12.39%
Less:
Security gains	—%			0.60%		0.13%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			5.87%		—%		—%		—%
Merger and acquisition expenses	0.36%			2.25%		0.26%		0.43%		0.20%

Table of Contents

Three Months Ended

June 30,
2023

March 31,
2023

December 31,
2022

September 30,
2022

June 30,
2022

(Dollars in Thousands)

Operating return on average tangible stockholders' equity (annualized)

10.03%

10.95%

14.61%

15.15%

12.59%


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

Return on average tangible assets (annualized)	0.79%		0.28%		1.37%		1.43%		1.21%

Average total stockholders' equity	$	1,174,167	$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020	$	881,500	$	820,040	$	818,992	$	813,660

Return on average tangible stockholders' equity (annualized)	9.67%		3.43%		14.48%		14.72%		12.39%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Total stockholders' equity	$	1,162,308	$	1,165,066	$	992,125	$	963,618	$	968,496
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Total assets	$	11,206,078	$	11,522,485	$	9,185,836	$	8,695,708	$	8,514,230
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible assets	$	10,936,730	$	11,251,183	$	9,023,628	$	8,533,379	$	8,351,781

Tangible equity ratio	8.16%		7.94%		9.20%		9.39%		9.65%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Common shares issued	96,998,075		96,998,075		85,177,172		85,177,172		85,177,172
Less:
Treasury shares	7,734,891		7,734,891		7,731,445		7,730,945		7,995,888
Unallocated ESOP	—		—		—		4,833		11,442
Unvested restricted stock	598,049		598,049		601,495		601,995		497,297
Common shares outstanding	88,665,135		88,665,135		76,844,232		76,839,399		76,672,545

Tangible book value per share	$	10.07	$	10.08	$	10.80	$	10.43	$	10.51

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Dividends paid	$	11,969	$	11,970	$	10,374	$	9,969	$	10,030

Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Dividend payout ratio	54.78%		158.33%		34.94%		33.07%		39.81%

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Financial Condition

Loans and Leases

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


	At June 30, 2023				At December 31, 2022
	Balance		Percent of Total		Balance		Percent of Total
	(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate	$	3,997,027	42.8	%	$	3,046,746	39.9	%
Multi-family mortgage	1,358,475		14.5	%	1,150,597		15.1	%
Construction	315,269		3.4	%	206,805		2.7	%
Total commercial real estate loans	5,670,771		60.7	%	4,404,148		57.7	%
Commercial loans and leases:
Commercial	845,192		9.1	%	752,948		9.9	%
Equipment financing	1,306,165		14.0	%	1,216,585		15.9	%
Condominium association	41,670		0.4	%	46,966		0.6	%

Total commercial loans and leases	2,193,027		23.5	%	2,016,499		26.4	%
Consumer loans:
Residential mortgage	1,082,425		11.6	%	844,614		11.0	%
Home equity	346,842		3.7	%	322,622		4.2	%
Other consumer	47,734		0.5	%	56,505		0.7	%
Total consumer loans	1,477,001		15.8	%	1,223,741		15.9	%
Total loans and leases	9,340,799		100.0	%	7,644,388		100.0	%
Allowance for loan and lease losses	(125,817)				(98,482)
Net loans and leases	$	9,214,982			$	7,545,906

The following table sets forth the growth in the Company’s loan and lease portfolios during the six months ended June 30, 2023:


	At June 30, 2023		At December 31, 2022		Dollar Change		Percent Change (Annualized)
	(Dollars in Thousands)
Commercial real estate	$	5,670,771	$	4,404,148	$	1,266,623	57.5	%
Commercial	2,193,027		2,016,499		176,528		17.5	%
Consumer	1,477,001		1,223,741		253,260		41.4	%
Total loans and leases	$	9,340,799	$	7,644,388	$	1,696,411	44.4	%

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$60.0 million. The total of those loans and commitments was $208.5 million, or 2.2% of total loans and commitments, as of December 31, 2022.

Commercial Real Estate Loans

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Commercial Loans

Consumer Loans

Underwriting guidelines for home equity loans and lines of credit are ~~agreements~~similar to ~~lend~~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 June 30, 2023, other consumer loans equaled $47.7 million, or 0.5% of total loans outstanding.

Asset Quality

Criticized and Classified Assets

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 ~~customer~~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 ~~long~~to the full timely collection of interest. When a loan is placed on nonaccrual status, interest accruals cease and all previously accrued and uncollected 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 or reasonably expects to make certain concessionary modifications to contractual terms, the loan is classified as a modified 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 ~~no violation~~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.

As of ~~any condition established~~June 30, 2023, the Company had nonperforming assets of $46.9 million, representing 0.42% of total assets, compared to nonperforming assets of $15.3 million, or 0.17% of total assets as of December 31, 2022. The increase of $31.6 million in ~~the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee~~nonperforming assets was primarily driven by the ~~customer. Since some~~inclusion of loans related to one commercial customer totaling $9.3 million, three commercial real estate customers totaling $5.2 million, and two commercial real estate customers totaling $4.2 million during the ~~commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.~~ six months ended June 30, 2023.

The Company evaluates the underlying collateral of each ~~customer's creditworthiness on a case-by-case basis. The amount~~nonaccrual loan and lease and continues to pursue the collection of ~~collateral obtained, if any, is based on management's credit evaluation~~interest and principal. Management believes that the current level of nonperforming assets remains manageable relative to the ~~borrower.~~

Standby and commercial letters of credit 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 needssize 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

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


	At June 30, 2023			At December 31, 2022
	(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate	$	8,737		$	607

Construction	3,828			707
Total commercial real estate loans	12,565			1,314

Commercial	16,023			464
Equipment financing	12,809			9,653
Condominium association	—			58
Total commercial loans and leases	28,832			10,175

Residential mortgage	4,343			2,680
Home equity	583			723
Other consumer	—			2
Total consumer loans	4,926			3,405

Total nonaccrual loans and leases	46,323			14,894


Other repossessed assets	602			408
Total nonperforming assets	$	46,925		$	15,302

Loans and leases past due greater than 90 days and accruing	$	490		$	33
Total delinquent loans and leases 61-90 days past due	24,249			2,218
Restructured loans and leases not included in nonperforming assets	—			16,385

Total nonperforming loans and leases as a percentage of total loans and leases	0.50		%	0.19		%
Total nonperforming assets as a percentage of total assets	0.42		%	0.17		%
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases	0.26		%	0.03		%

Allowance for Credit Losses

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financial institution to recognize additions or reductions to the allowance based on their judgments about information available to them at the time of their examination.

The Company’s allowance methodology provides a quantification of estimated losses in the portfolio. Under the current methodology, management estimates losses over the life of the loan using reasonable and supportable forecasts. Forecasts, loan data, and model documentation are extensively analyzed and reviewed throughout the quarter to ensure estimated losses are appropriate at quarter end. Qualitative adjustments are applied when model output does not align with management expectations. These adjustments are thoroughly reviewed and documented to provide clarity and a reasonable basis for any deviations from the model. For June 30, 2023, qualitative adjustments were applied to the commercial ~~customers.~~ real estate, commercial, and consumer portfolios resulting in a net addition in total reserves compared to modeled calculations.

The following tables present the changes in the allowance for loan and lease losses by portfolio category for the three and six months ended June 30, 2023 and 2022.


	At and for the Three Months Ended June 30, 2023
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at March 31, 2023	$	82,692		$	32,761		$	5,412		$	120,865

Charge-offs	—			(1,685)			(5)			(1,690)
Recoveries	6			577			10			593
Provision (credit) for loan and lease losses	1,603			3,981			465			6,049
Balance at June 30, 2023	$	84,301		$	35,634		$	5,882		$	125,817

Total loans and leases	$	5,670,771		$	2,193,027		$	1,477,001		$	9,340,799
Total allowance for loan and lease losses as a percentage of total loans and leases	1.49		%	1.62		%	0.40		%	1.35		%


	At and for the Three Months Ended June 30, 2022
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at March 31, 2022	$	69,031		$	23,503		$	2,929		$	95,463

Charge-offs	—			(1,533)			—			(1,533)
Recoveries	6			279			6			291
Provision (credit) for loan and lease losses	990			(2,144)			121			(1,033)
Balance at June 30, 2022	$	70,027		$	20,105		$	3,056		$	93,188

Total loans and leases	$	4,225,754		$	1,860,182		$	1,205,976		$	7,291,912
Total allowance for loan and lease losses as a percentage of total loans and leases	1.66		%	1.08		%	0.25		%	1.28		%

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	At and for the Six Months Ended June 30, 2023
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2022	$	68,154		$	26,604		$	3,724		$	98,482


Charge-offs	—			(2,525)			(16)			(2,541)
Recoveries	12			960			21			993
Provision (credit) for loan and lease losses	16,135			10,595			2,153			28,883
Balance at June 30, 2023	$	84,301		$	35,634		$	5,882		$	125,817

Total loans and leases	$	5,670,771		$	2,193,027		$	1,477,001		$	9,340,799
Total allowance for loan and lease losses as a percentage of total loans and leases	1.49		%	1.62		%	0.40		%	1.35		%



	At and for the Six Months Ended June 30, 2022
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at December 31, 2021	$	69,213		$	27,055		$	2,816		$	99,084


Charge-offs	(37)			(3,833)			(7)			(3,877)
Recoveries	11			632			44			687
Provision (credit) for loan and lease losses	840			(3,749)			203			(2,706)
Balance at June 30, 2022	$	70,027		$	20,105		$	3,056		$	93,188

Total loans and leases	$	4,225,754		$	1,860,182		$	1,205,976		$	7,291,912
Total allowance for loan and lease losses as a percentage of total loans and leases	1.66		%	1.08		%	0.25		%	1.28		%

At June 30, 2023, the allowance for loan and lease losses increased to $125.8 million, or 1.35% of total loans and leases outstanding, which included $2.3 million in provision (credit) for loan and lease losses on purchase credit ~~risk involved~~deteriorated ("PCD") loans. This compared to an allowance for loan and lease losses of $98.5 million, or 1.29% of total loans and leases outstanding, as of December 31, 2022. Both figures exclude PPP loans which are not subject to an allowance reserve since they are guaranteed by the SBA.

Net charge-offs in ~~issuing letters~~the loans and leases for the three months ended June 30, 2023 and 2022 were $1.1 million and $1.2 million, respectively. As a percentage of ~~credit is essentially~~average loans and leases, annualized net charge-offs for the ~~same as that involved~~three months ended June 30, 2023 and 2022 were 0.05% and 0.07%, respectively. The year over year decrease in ~~extending~~the net charge-offs was primarily due to a decrease in net charge-offs of $0.2 million in commercial loans offset by an increase in net charge-offs of $0.1 million in equipment financing loans.

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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 ~~customers.~~total loans for each of the categories listed at the dates indicated.

~~From time~~


	At June 30, 2023						At December 31, 2022
	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	$	57,220	45.6	%	42.8	%	$	44,536	45.3	%	39.9	%
Multi-family mortgage	18,001		14.3	%	14.5	%	16,885		17.1	%	15.1	%
Construction	9,080		7.2	%	3.4	%	6,733		6.8	%	2.7	%
Total commercial real estate loans	84,301		67.1	%	60.7	%	68,154		69.2	%	57.7	%
Commercial	19,678		15.6	%	9.1	%	12,190		12.4	%	9.9	%
Equipment financing	15,839		12.6	%	14.0	%	14,315		14.5	%	15.9	%
Condominium association	117		0.1	%	0.4	%	99		0.1	%	0.6	%
Total commercial loans	35,634		28.3	%	23.5	%	26,604		27.0	%	26.4	%
Residential mortgage	3,505		2.8	%	11.6	%	1,894		1.9	%	11.0	%
Home equity	1,937		1.5	%	3.7	%	1,478		1.5	%	4.2	%
Other consumer	440		0.3	%	0.5	%	352		0.4	%	0.7	%
Total consumer loans	5,882		4.6	%	15.8	%	3,724		3.8	%	15.9	%

Total	$	125,817	100.0	%	100.0	%	$	98,482	100.0	%	100.0	%

Management believes that the allowance for loan and lease losses as of June 30, 2023 is appropriate.

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 ~~time,~~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, ~~enters into loan level derivatives, risk participation agreements or foreign exchange contracts~~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 ~~commercial customers and third-party financial institutions. These derivatives allow~~the investment policy is monitored on a regular basis. In general, the Company seeks to ~~offer long-term fixed-rate commercial loans while mitigating~~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.

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The following table sets forth certain information regarding the ~~interest-rate or foreign exchange risk~~amortized cost and market value 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 a loan level derivative with that customer. Concurrently,~~Company's investment securities at the ~~Company enters into offsetting swaps with a third-party financial institution, effectively minimizing its net interest-rate risk exposure resulting from such transactions.~~ dates indicated:


	At June 30, 2023				At December 31, 2022
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In Thousands)
Investment securities available-for-sale:
GSE debentures	$	189,075	$	166,018	$	176,751	$	152,422
GSE CMOs	68,652		64,446		19,977		18,220
GSE MBSs	199,087		179,659		159,824		140,576



Municipal obligations	15,769		15,614		—		—
Corporate debt obligations	32,948		31,898		14,076		13,764
U.S. Treasury bonds	484,756		452,098		362,850		331,307


Foreign government obligations	500		477		500		477
Total investment securities available-for-sale	$	990,787	$	910,210	$	733,978	$	656,766

The fair value of ~~these derivatives~~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 ~~presented~~priced this way and are included in ~~Note 8.~~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. Certain fair values are estimated using pricing models and are included in Level 3.

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~~1 year 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 uses the FHLB classic advance rates available as of ~~September 30, 2022~~the lease's start dates as the discount rate to determine the net present value of the remaining lease payments.

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
(In Thousands)
The components of lease expense was as follows:
Operating lease cost $ 4,708 $ 4,628
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 $ 4,849 $ 4,733
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases $ 14 $ —
Total lease commitments increased from $19.5 million as of December 31, 2022 to $33.0 million as of June 30, 2023. The increase is due to the addition of 12 leases for PCSB Bank branch locations.


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
	(In Thousands)
The components of lease expense was as follows:
Operating lease cost	$	4,200	$	3,143





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	$	4,465	$	3,245


Right-of-use assets obtained in exchange for new lease obligations:
Operating leases assets	$	15,307	$	—
Operating leases liabilities	17,049		—


	At June 30, 2023			At December 31, 2022
	(In Thousands)
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets	$	31,774		$	19,484


Operating lease liabilities	33,021			19,484











Weighted Average Remaining Lease Term
Operating leases	9.17			7.39


Weighted Average Discount Rate
Operating leases	4.1		%	3.5		%

4250

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

At September 30, 2022 At December 31, 2021
(In Thousands)
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets $ 18,614 $ 20,508
Operating lease liabilities 18,614 20,508
Weighted Average Remaining Lease Term
Operating leases 6.27 6.36
Weighted Average Discount Rate
Operating leases 3.1 % 3.1 %

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


		Minimum Rental Payments			Minimum Rental Payments
		September 30, 2022			June 30, 2023
		(In Thousands)			(In Thousands)

Remainder of 2022		$	1,532
Remainder of 2023				Remainder of 2023	$	4,316
Year ending:	Year ending:			Year ending:
2023		5,519
2024	2024	4,099		2024	7,655
2025	2025	2,837		2025	6,086
2026	2026	2,075		2026	4,677
2027	2027	1,294		2027	3,714
2028				2028	2,334
Thereafter	Thereafter	3,042		Thereafter	9,512
Total	Total	$	20,398	Total	$	38,294
Less imputed interest	Less imputed interest	(1,784)		Less imputed interest	(5,273)
Present value of lease liability	Present value of lease liability	$	18,614	Present value of lease liability	$	33,021

Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The total real estate taxes were ~~$1.5~~$1.3 million and ~~$1.4~~$1.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Total other expenditures were ~~$0.3~~$0.2 million and $0.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Total rental expense was ~~$1.5~~$4.2 million and ~~$1.4~~$3.0 million for the six months ended June 30, 2023 and 2022. Total rental expense was $2.0 million and $1.5 million for the three months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, respectively. Total rental expense was $4.5 million and $4.4 million for the nine months ended September 30, 2022 and 2021,~~ respectively.

Legal Proceedings

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~~BROOKLINE BANCORP, INC. AND SUBSIDIARIES~~

~~Notes to Unaudited Consolidated Financial Statements (Continued)~~

(13) Revenue from Contracts with Customers

Overview

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements (Continued)

Revenue Recognized at a Point in Time

Revenue Recognized Over Time

~~(14) Business Combination~~

On May 23, 2022, the Company and PCSB Financial Corporation ("PCSB"), the holding company of PCSB Bank, entered into an Agreement and Plan of Merger (the “merger agreement”). Pursuant to the merger agreement, PCSB will merge with and into the Company, with the Company as the surviving corporation (the “merger”). Following the merger, PCSB Bank will operate as a separate bank subsidiary of the Company. Pursuant to the terms of the merger agreement, at the effective time of the merger, each stockholder of PCSB will receive, for each share of PCSB common stock, at the holder’s election, either $22.00 in cash consideration or 1.3284 shares of Company common stock for each share of PCSB common stock, subject to allocation procedures to ensure that 60% of the outstanding shares of PCSB common stock will be converted into Company common stock. The consummation of the merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by PCSB’s stockholders. The merger is currently expected to be completed in the fourth quarter of 2022.

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

Forward-Looking Statements

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 important factors, the ~~Company and PCSB’s~~Company’s ability to achieve the synergies and value creation contemplated byin connection with the ~~proposed acquisition; the Company and PCSB’s ability to successfully integrate operations in the proposed acquisition; the effect of the announcement of the proposed~~recently completed acquisition ~~on the ability~~ of PCSB ~~to maintain relationships with its key partners, customers and employees, and on its operating business generally; ongoing~~Financial Corporation ("PCSB"); turbulence in the capital and debt markets; changes in interest rates; competitive pressures from other financial institutions; general economic conditions (including ~~inflation)~~inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; changes in consumer behavior due to changing political, business and economic conditions, ~~including concerns about inflation;~~or legislative or regulatory initiatives; changes in the value of securities and other assets in the Company’s investment portfolio; increases 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; ~~changes in information technology,~~operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters, ~~war, terrorism, civil unrest, the ongoing COVID-19 pandemic,~~ and future pandemics; changes in regulation; the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions and adverse economic developments; 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; and the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 and other filings submitted to the Securities and Exchange ~~Commission.~~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

As a commercially-focused financial institution with 4963 full-service banking offices throughout greater Boston, the north shore of Massachusetts, ~~and~~ Rhode Island and New York, the Company, through Brookline Bank, BankRI and ~~BankRI~~PCSB Bank (collectively referred to as 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.~~England and the lower Hudson Valley in New York. The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of equipment financing, ~~26.9%~~29.6% of which is in the greater New York and New Jersey metropolitan area and ~~73.1%~~70.4% of which is in other areas in the United States of America as of ~~September~~June 30, ~~2022.~~2023. Clarendon Private is a registered investment advisor with the SEC. Through Clarendon Private, the Company offers a wide range of wealth management services to individuals, families, endowments and foundations to help these clients meet their long-term financial goals.

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The competition for loans and leases and deposits remains intense. 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.strong. Loan ~~and lease growth~~ and deposit growth are also ~~greatly~~ influenced by the rate-setting actions of the ~~FRB. A sustained, low interest~~Board of Governors of the Federal Reserve System (the "FRB"). Based on management's scenario analysis of deposit sensitivity to the current rate environment ~~with a flat~~and customer's demand for non-depository investment alternatives, management expects that there will be further deposit mix migration and increased deposit sensitivity to interest ~~rate curve may~~rates, which will negatively impact ~~the Company's yields~~net interest income and net interest margin. ~~While~~

Management expects pressure on the ~~Company~~net interest margin to continue for a quarter or two after the Federal Reserve stops increasing rates, after which the net interest margin is ~~slightly asset sensitive~~expected to stabilize and then increase as loans continue to reprice into the higher rate environment faster than time deposits and other funding sources. Net interest income models, using a projected flat balance sheet with stable deposit balances and an average sensitivity of deposit rates of approximately 39% to market rates, forecast that a short-term increase in rates will positively affect the Company's net interest income, net interest spread, and net interest margin. It is management's expectation that even should ~~benefit from rising~~interest rates rise, margin will continue to compress as rates on deposit products continue to "catch up" with the swift rise in short term rates over the last year.

As discussed above, 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~~income, manage credit risk, ~~along with increasing~~increase sources of non-interest income, while ~~controlling the growth of~~managing non-interest expenses.

The Company and the Banks are supervised, examined and regulated by the ~~Board of Governors of the Federal Reserve System (the "FRB").~~FRB. As a Massachusetts-chartered trust company, Brookline Bank is ~~also~~ subject to supervision, examination and regulation ~~under the laws of the Commonwealth of Massachusetts and the jurisdiction of~~by the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is ~~also~~ subject to examination, supervision and regulation ~~under the laws of the State of Rhode Island and the jurisdiction of~~by the Banking Division of the Rhode Island Department of Business Regulation. As a New York-chartered commercial bank, PCSB Bank is subject to regulation, supervision and examination by the New York State Department of Financial Services. The FDIC ~~continues to insure~~insures 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 savings bank~~ to a Massachusetts-chartered trust company and ended its membership in the Depositors Insurance Fund (the “DIF”), a private industry-sponsored fund which insures ~~Massachusetts-chartered bank~~ deposit balances at Massachusetts-chartered savings banks and cooperative banks 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’s deposit accounts will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits. Term deposits in excess of the FDIC insurance coverage as of July 31, 2019 will continue to be insured by the DIF until they reach maturity.

On ~~March 27, 2020, Congress passed, the Coronavirus Aid, Relief, and Economic Security Act was enacted to address the economic effects of the COVID-19 pandemic.~~

•~~Paycheck Protection Program.~~ Through September 30, 2022, the Banks funded a total of 4,700 U.S. Small Business Administration ("SBA") Paycheck Protection Program ("PPP") loans in the aggregate amount of $872.1 million. As of September 30, 2022, $877.7 thousand in PPP loans remain outstanding, net of deferred fees and costs of $3.7 thousand. In conjunction with the PPP, the FRB created a lending facility for qualified financial institutions. The FRB's Paycheck Protection Program Liquidity Facility ("PPPLF") extends credit to depository institutions with a term of up to five years at an interest rate of 0.35%. Only loans issued under the PPP can be pledged as collateral to access the facility. WhileJanuary 1, 2023, the Company ~~established a lending facility under the PPPLF program, it has not been used.~~

•~~Troubled Debt Restructuring Relief~~. From March 1, 2020 through January 1, 2022, a financial institution could elect to suspend the requirements under accounting principles generally accepted in the U.S. for loan modifications related to the COVID-19 pandemic that would otherwise be categorized as a troubled debt restructured, including impairment accounting. This troubled debt restructuring relief applies for the termcompleted its previously announced acquisition (the “merger”) of the loan modification that occurs during the applicable period for a loan that was not more than 30 days past due as of December 31, 2019. Financial institutions are required to maintain records of the volume of loans involved in modifications to which troubled debt restructuring relief is applicable.

~~On May 23, 2022, the Company and PCSB Financial Corporation (“PCSB”), the holding company of PCSB Bank, entered into an Agreement and Plan of Merger (the “merger agreement”).~~PCSB. Pursuant to the merger agreement, each share of PCSB will merge with and into the Company, with the Company as the surviving corporation (the “merger”). Following the merger, PCSB Bank will operate as a separate bank subsidiary of the Company. Pursuant to the terms of the merger agreement,common stock outstanding at the effective time of the merger ~~each stockholder of PCSB will~~was converted into the right to receive, ~~for each share of PCSB common stock,~~ at the holder’s election, either $22.00 in cash consideration or 1.3284 shares of Company common stock for each share of PCSB common stock, subject to allocation procedures to ensure that 60% of the outstanding shares of PCSB common stock ~~will be~~was converted ~~into~~to Company common ~~stock.The consummation~~stock. Subsequent to the acquisition, PCSB Bank operates as a separate subsidiary of the ~~merger is subject to customary closing conditions, including~~Company and has 14 banking offices throughout the ~~receipt~~Lower Hudson Valley of ~~regulatory approvals. The merger is currently expected to be completed in the fourth quarter of 2022.~~New York State.

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

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Selected Financial Data


		At and for the Three Months Ended																At and for the Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,				June 30,			March 31,			December 31,			September 30,			June 30,
		2022			2022			2022			2021			2021				2023			2023			2022			2022			2022
		(Dollars in Thousands, Except Per Share Data)																(Dollars in Thousands, Except Per Share Data)
PER COMMON SHARE DATA	PER COMMON SHARE DATA																PER COMMON SHARE DATA
Earnings per share - Basic	Earnings per share - Basic	$	0.39		$	0.33		$	0.32		$	0.37		$	0.37		Earnings per share - Basic	$	0.25		$	0.09		$	0.39		$	0.39		$	0.33
Earnings per share - Diluted	Earnings per share - Diluted	0.39			0.33			0.32			0.37			0.37			Earnings per share - Diluted	0.25			0.09			0.39			0.39			0.33
Book value per share (end of period)	Book value per share (end of period)	12.54			12.63			12.65			12.82			12.61			Book value per share (end of period)	13.11			13.14			12.91			12.54			12.63
Tangible book value per share (end of period) (1)	Tangible book value per share (end of period) (1)	10.43			10.51			10.56			10.73			10.51			Tangible book value per share (end of period) (1)	10.07			10.08			10.80			10.43			10.51
Dividends paid per common share	Dividends paid per common share	0.130			0.130			0.125			0.125			0.120			Dividends paid per common share	0.135			0.135			0.135			0.130			0.130
Stock price (end of period)	Stock price (end of period)	11.65			13.31			15.82			16.19			15.26			Stock price (end of period)	8.74			10.50			14.15			11.65			13.31

PERFORMANCE RATIOS (2)	PERFORMANCE RATIOS (2)																PERFORMANCE RATIOS (2)
Net interest margin (taxable equivalent basis)	Net interest margin (taxable equivalent basis)	3.80		%	3.56		%	3.49		%	3.52		%	3.53		%	Net interest margin (taxable equivalent basis)	3.26		%	3.36		%	3.81		%	3.80		%	3.56		%
Return on average assets	Return on average assets	1.40		%	1.18		%	1.16		%	1.35		%	1.38		%	Return on average assets	0.78		%	0.27		%	1.34		%	1.40		%	1.18		%
Return on average tangible assets (1)	Return on average tangible assets (1)	1.43		%	1.21		%	1.18		%	1.38		%	1.41		%	Return on average tangible assets (1)	0.79		%	0.28		%	1.37		%	1.43		%	1.21		%
Return on average stockholders' equity	Return on average stockholders' equity	12.29		%	10.32		%	9.91		%	11.56		%	11.79		%	Return on average stockholders' equity	7.44		%	2.61		%	12.09		%	12.29		%	10.32		%
Return on average tangible stockholders' equity (1)	Return on average tangible stockholders' equity (1)	14.72		%	12.39		%	11.84		%	13.84		%	14.15		%	Return on average tangible stockholders' equity (1)	9.67		%	3.43		%	14.48		%	14.72		%	12.39		%
Dividend payout ratio (1)	Dividend payout ratio (1)	33.07		%	39.81		%	39.28		%	34.00		%	32.54		%	Dividend payout ratio (1)	54.78		%	158.33		%	34.94		%	33.07		%	39.81		%
Efficiency ratio (3)	Efficiency ratio (3)	52.98		%	56.95		%	56.37		%	52.23		%	53.64		%	Efficiency ratio (3)	63.20		%	65.44		%	53.01		%	52.98		%	56.95		%

ASSET QUALITY RATIOS	ASSET QUALITY RATIOS																ASSET QUALITY RATIOS
Net loan and lease charge-offs as a percentage of average loans and leases (annualized)	Net loan and lease charge-offs as a percentage of average loans and leases (annualized)	(0.01)		%	0.07		%	0.11		%	0.12		%	0.07		%	Net loan and lease charge-offs as a percentage of average loans and leases (annualized)	0.05		%	0.02		%	0.02		%	(0.01)		%	0.07		%
Nonperforming loans and leases as a percentage of total loans and leases	Nonperforming loans and leases as a percentage of total loans and leases	0.24		%	0.28		%	0.35		%	0.45		%	0.52		%	Nonperforming loans and leases as a percentage of total loans and leases	0.50		%	0.31		%	0.19		%	0.24		%	0.28		%
Nonperforming assets as a percentage of total assets	Nonperforming assets as a percentage of total assets	0.21		%	0.25		%	0.31		%	0.39		%	0.44		%	Nonperforming assets as a percentage of total assets	0.42		%	0.25		%	0.17		%	0.21		%	0.25		%
Total allowance for loan and lease losses as a percentage of total loans and leases	Total allowance for loan and lease losses as a percentage of total loans and leases	1.27		%	1.28		%	1.32		%	1.38		%	1.48		%	Total allowance for loan and lease losses as a percentage of total loans and leases	1.35		%	1.31		%	1.29		%	1.27		%	1.28		%

CAPITAL RATIOS	CAPITAL RATIOS																CAPITAL RATIOS
Stockholders' equity to total assets	Stockholders' equity to total assets	11.08		%	11.38		%	11.37		%	11.57		%	11.77		%	Stockholders' equity to total assets	10.37		%	10.11		%	10.80		%	11.08		%	11.38		%
Tangible equity ratio (1)	Tangible equity ratio (1)	9.39		%	9.65		%	9.67		%	9.87		%	10.01		%	Tangible equity ratio (1)	8.16		%	7.94		%	9.20		%	9.39		%	9.65		%

FINANCIAL CONDITION DATA	FINANCIAL CONDITION DATA																FINANCIAL CONDITION DATA
Total assets	Total assets	$	8,695,708		$	8,514,230		$	8,633,736		$	8,602,622		$	8,312,649		Total assets	$	11,206,078		$	11,522,485		$	9,185,836		$	8,695,708		$	8,514,230
Total loans and leases	Total loans and leases	7,421,304			7,291,912			7,223,130			7,154,457			6,931,694			Total loans and leases	9,340,799			9,246,965			7,644,388			7,421,304			7,291,912
Allowance for loan and lease losses	Allowance for loan and lease losses	94,169			93,188			95,463			99,084			102,515			Allowance for loan and lease losses	125,817			120,865			98,482			94,169			93,188
Allowance for investment security losses																	Allowance for investment security losses	433			301			102			48			58
Investment securities available-for-sale	Investment securities available-for-sale	675,692			717,818			730,562			720,866			732,020			Investment securities available-for-sale	910,210			1,067,032			656,766			675,692			717,818

Goodwill and identified intangible assets	Goodwill and identified intangible assets	162,329			162,449			162,569			162,703			162,911			Goodwill and identified intangible assets	269,348			271,302			162,208			162,329			162,449
Total deposits	Total deposits	6,735,605			6,894,457			7,094,378			7,049,906			6,873,010			Total deposits	8,517,013			8,456,462			6,522,146			6,735,605			6,894,457
Total borrowed funds	Total borrowed funds	758,768			478,200			392,897			357,321			267,539			Total borrowed funds	1,226,270			1,630,102			1,432,652			758,768			478,200
Stockholders' equity	Stockholders' equity	963,618			968,496			981,935			995,342			978,452			Stockholders' equity	1,162,308			1,165,066			992,125			963,618			968,496

																														(Continued)
														(Continued)

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		At and for the Three Months Ended											At and for the Three Months Ended
		September 30,		June 30,		March 31,		December 31,		September 30,			June 30,		March 31,		December 31,		September 30,		June 30,
		2022		2022		2022		2021		2021			2023		2023		2022		2022		2022
		(Dollars in Thousands, Except Per Share Data)											(Dollars in Thousands, Except Per Share Data)
EARNINGS DATA	EARNINGS DATA											EARNINGS DATA
Net interest income	Net interest income	$	78,026	$	71,867	$	69,848	$	71,461	$	70,697	Net interest income	$	86,037	$	86,049	$	80,030	$	78,026	$	71,867
Provision (credit) for credit losses	Provision (credit) for credit losses	2,835		173		(164)		751		(3,110)		Provision (credit) for credit losses	5,726		25,542		5,725		2,835		227
Non-interest income	Non-interest income	6,834		6,928		5,529		10,699		5,586		Non-interest income	5,462		12,937		9,056		6,834		6,928
Non-interest expense	Non-interest expense	44,959		44,871		42,487		42,909		40,922		Non-interest expense	57,825		64,776		47,225		44,959		44,871
Net income	Net income	30,149		25,195		24,705		28,545		28,839		Net income	21,850		7,560		29,695		30,149		25,195

(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

Balance Sheet

Total assets increased ~~$93.1 million, or 1.4% on an annualized basis,~~$2.0 billion to ~~$8.7~~$11.2 billion as of ~~September~~June 30, ~~2022~~2023 from ~~$8.6~~$9.2 billion as of December 31, ~~2021.~~2022. The increase was primarily driven by ~~an increase in loans and leases and an increase in other assets, partially offset by a decrease in cash and cash equivalents.~~the acquisition of PCSB Bank.

Cash and cash equivalents decreased ~~$215.2~~$158.5 million ~~or 87.6% on an annualized basis,~~ to ~~$112.5~~$224.4 million as of ~~September~~June 30, ~~2022~~2023 from ~~$327.7~~$383.0 million as of December 31, ~~2021.~~2022.

Total investment securities increased $253.4 million to $910.2 million as of June 30, 2023 from $656.8 million as of December 31, 2022.

Total loans and leases increased ~~$266.8 million, or 5.0% on an annualized basis,~~$1.7 billion to ~~$7.42~~$9.3 billion as of ~~September~~June 30, ~~2022~~2023 from ~~$7.15~~$7.6 billion as of December 31, ~~2021.~~2022. The Company's commercial loan portfolios, which are ~~comprised~~composed of commercial real estate loans and commercial loans and leases, totaled ~~$6.2~~$7.9 billion, or ~~83.6%~~84.2% of total loans and leases as of ~~September~~June 30, ~~2022,~~2023, an increase of ~~$213.0 million, or 4.7% on an annualized basis,~~$1.4 billion from ~~$6.0~~$6.4 billion, or ~~83.7%~~84.0% of total loans and leases as of December 31, ~~2021.~~

~~PPP loans decreased $66.8 million to $0.9 million as of September 30, 2022 from $67.7 million as of December 31, 2021.~~2022.

Total deposits ~~decreased $314.3 million, or 5.9% on an annualized basis,~~increased $2.0 billion to ~~$6.74~~$8.5 billion as of ~~September~~June 30, ~~2022~~2023 from ~~$7.05~~$6.5 billion as of December 31, ~~2021.~~2022. Core deposits, which include demand checking, NOW, money market and savings accounts, totaled ~~$5.7~~$6.2 billion, or ~~84.3%~~72.5% of total deposits as of ~~September~~June 30, ~~2022, a decrease~~2023, an increase of ~~$89.8~~$889.4 million ~~or 2.1% on an annualized basis,~~ from ~~$5.8~~$5.3 billion, or ~~81.8%~~81.0% of total deposits as of December 31, ~~2021.~~2022. Certificate of deposit balances totaled ~~$0.9~~$1.4 billion, or ~~13.7%~~16.6% of total deposits as of ~~September~~June 30, ~~2022, a decrease~~2023, an increase of ~~$192.9~~$482.8 million from $928.1 million, or ~~23.0% on an annualized basis, from $1.1 billion, or 15.9%~~14.2% of total deposits as of December 31, ~~2021.~~2022. Brokered deposits totaled ~~$133.9~~$932.8 million, or ~~2.0%~~11.0% of total deposits as of ~~September~~June 30, ~~2022, a decrease~~2023, an increase of ~~$31.6~~$622.7 million from $310.1 million, or ~~25.5% on an annualized basis, from $165.5 million, or 2.3%~~4.8% of total deposits as of December 31, ~~2021.~~2022.

Total borrowed funds ~~increased $401.4~~decreased $206.4 million ~~or 149.8% on an annualized basis,~~ to ~~$758.8 million~~$1.2 billion as of ~~September~~June 30, ~~2022~~2023 from ~~$357.3 million~~$1.4 billion as of December 31, ~~2021.~~2022.

Asset Quality

Nonperforming assets as of ~~September~~June 30, ~~2022~~2023 totaled ~~$18.3~~$46.9 million, or ~~0.21%~~0.42% of total assets, compared to ~~$33.2~~$15.3 million, or ~~0.39%~~0.17% of total assets, as of December 31, ~~2021.~~2022. Net ~~recoveries~~charge-offs for the three months ended ~~September~~June 30, ~~2022~~2023 were ~~$0.2~~$1.1 million, or ~~(0.01)%~~0.05% of average loans and leases on an annualized basis, compared to ~~net charge offs of $1.3~~$1.2 million, or 0.07% of average loans and leases on an annualized basis, for the three months ended ~~September~~June 30, ~~2021.~~2022.

The ratio of the allowance for loan and lease losses to total loans and leases was ~~1.27%~~1.35% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~1.38%~~1.29% as of December 31, ~~2021.~~2022.

The ratio of the allowance for loan and lease losses to nonaccrual loans and leases was ~~531.40%~~271.61% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~305.26%~~661.22% as of December 31, ~~2021.~~2022.

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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 ~~12.05%~~10.54% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~11.86%~~12.05% as of December 31, ~~2021.~~2022. The Company's Tier 1 leverage ratio was ~~10.37%~~8.79% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~10.15%~~10.26% as of December 31, ~~2021.~~2022. As of ~~September~~June 30, ~~2022,~~2023, the Company's Tier 1 risk-based capital ratio was ~~12.18%~~10.64%, compared to ~~11.99%~~12.18% as of December 31, ~~2021.~~2022. The Company's Total risk-based capital ratio was ~~14.46%~~12.71% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~14.30%~~14.44% as of December 31, ~~2021.~~2022.

The Company's ratio of stockholders' equity to total assets was ~~11.08%~~10.37% and ~~11.57%~~10.80% as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The Company's ratio of tangible stockholders' equity ~~ratio~~to tangible assets was ~~9.39%~~8.16% and ~~9.87%~~9.20% as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Net Income

For the three months ended ~~September~~June 30, ~~2022,~~2023, the Company reported net income of ~~$30.1~~$21.9 million, or ~~$0.39~~$0.25 per basic and diluted share, ~~an increase~~a decrease of ~~$1.3~~$3.3 million, or ~~4.5%~~13.3%, from net income of ~~$28.8~~$25.2 million, or ~~$0.37~~$0.33 per basic and diluted share, for the three months ended ~~September~~June 30, ~~2021.~~2022. This ~~increase~~decrease in net income is primarily the result of an increase in non-interest expense of $13.0 million, an increase in the provision for credit losses of $5.6 million, and a decrease in non-interest income of $1.5 million, partially offset by an increase in net interest income of ~~$7.3~~$14.2 million and a decrease in the provision for income taxes of ~~$2.7 million, and an increase in non-interest income of $1.2 million, partially offset by an increase in the provision for credit losses of $2.8 million and an increase in non-interest expense of $4.0~~$2.5 million. Refer to “Results of Operations" below for further discussion.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company reported net income of ~~$80.0~~$29.4 million, or ~~$1.04~~$0.34 per basic and diluted share, a decrease of ~~$6.9~~$20.5 million, or ~~7.9%~~41.1%, from ~~$86.9~~$49.9 million, or ~~$1.11~~$0.65 per basic and diluted share for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This decrease in net income is primarily the result of an increase in non-interest expense of ~~$12.6~~$35.2 million and an increase in the provision for credit losses of ~~$11.5~~$31.1 million, partially offset by an increase in net interest income of ~~$8.8~~$30.4 million, an increase in non-interest income of $5.9 million, and a decrease in the provision for income taxes of ~~$5.4 million, and an increase in non-interest income of $3.0~~$9.8 million. Refer to “Results of Operations" below for further discussion.

The annualized return on average assets was ~~1.40%~~0.78% for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~1.38%~~1.18% for the three months ended ~~September~~June 30, ~~2021.~~2022. The annualized return on average stockholders' equity was ~~12.29%~~7.44% for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~11.79%~~10.32% for the three months ended ~~September~~June 30, ~~2021.~~2022.

The net interest margin was ~~3.80%~~3.26% for the three months ended ~~September~~June 30, ~~2022, up~~2023, down from ~~3.53%~~3.56% for the three months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease in the net interest margin is a result of an increase ~~in the yield on interest-earning assets~~ of ~~44 basis points to 4.35% for the three months ended September 30, 2022 from 3.91% for the three months ended September 30, 2021, partially offset by an increase of 18~~208 basis points in the Company's overall cost of funds (including non-interest-bearing demand checking accounts) to ~~0.57%~~2.41% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~0.39%~~0.33% for the three months ended ~~September~~June 30, ~~2021.~~2022, partially offset by an increase in the yield on interest-earning assets of 163 basis points to 5.49% for the three months ended June 30, 2023 from 3.86% for the three months ended June 30, 2022.

The net interest margin was ~~3.62%~~3.31% for the ~~nine~~six months ended ~~September~~June 30, ~~2022, up~~2023, down from ~~3.48%~~3.53% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease in the net interest margin is a result of an increase ~~in the yield on interest-earning assets~~ of ~~11 basis points to 3.97% for the nine months ended September 30, 2022 from 3.86% for the nine months ended September 30, 2021, and a decrease of 3~~187 basis points in the Company's overall cost of funds (including non-interest-bearing demand checking accounts) to ~~0.40%~~2.18% for the ~~nine~~six months ended ~~September~~June 30, 2023 from 0.31% for the six months ended June 30, 2022, ~~from 0.43%~~partially offset by an increase in the yield on interest-earning assets of 152 basis points to 5.30% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023 from 3.78% for the six months ended June 30, 2022.

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 and deposit categories.

Critical Accounting Policies and Estimates

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 ~~2021~~2022 Annual Report on Form 10-K, management has identified the determination of the allowance for credit losses and the review of goodwill for impairment as the Company’s most critical accounting policies.

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Recent Accounting Developments

In March ~~2022,~~2023, the FASB issued ASU ~~2022-02, "Financial Instruments -~~2023-02, "Investments – Equity Method and Joint Ventures (Topic 323), Accounting for Investments in Tax Credit ~~Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures"~~Structures Using the Proportional Amortization Method" which ~~addresses concerns regarding~~allows entities to use the ~~complex accounting~~proportional amortization method to account for ~~loans modified as troubled debt restructurings (“TDRs”) and also the disclosure of gross writeoff information included in required vintage disclosures.~~tax equity investments, under certain conditions. This ASU is effective for fiscal years beginning after December 15, ~~2022~~2023, and interim periods within those fiscal years for ~~entities that have previously adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)".~~public entities. Management has determined that ASU ~~2022-02 does apply to the Company. The adoption is not expected to have a material impact on the Company’s consolidated financial statements.~~

In January 2021, FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848)" an update to address concerns around structural risk of interbank offered rates, particularly, the risk of cessation of the London Interbank Offered Rate ("LIBOR"). The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Management has determined that ASU 2021-012023-02 does apply to the Company and ~~management~~ is currently determining the impact as of ~~September~~June 30, ~~2022.~~

In March 2020, the FASB issued ASU 2020-04, " Reference Rate Reform (Topic 848)-Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04") to provide optional expedients and exceptions for applying GAAP to certain contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships existing as of December 31, 2022, for which an entity has elected certain optional expedients provided that those elections are retained through the end of the hedging relationship. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022. The Company has not yet adopted the amendments in this update and is currently in the process of reviewing its contracts and existing processes in order to assess the risks and potential impact to the Company.2023.

Non-GAAP Financial Measures and Reconciliation to GAAP

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,
2022 2021 2022 2021
(Dollars in Thousands)
Net income, as reported $ 30,149 $ 28,839 $ 80,049 $ 86,895
Less:
Security gains (losses) (after-tax) — — — (4)
Add:
Merger and acquisition expenses (after-tax) (1)
872 — 1,240 —
Operating earnings $ 31,021 $ 28,839 $ 81,289 $ 86,899
Basic earnings per share, as reported $ 0.39 $ 0.37 $ 1.04 $ 1.11
Add:
Merger and acquisition expenses (after-tax) (1)
0.01 — 0.01 —
Basic operating earnings per share $ 0.40 $ 0.37 $ 1.05 $ 1.11

(1) Merger and acquisition expense related to the pending acquisition of PCSB.

~~Table of Contents~~



	At and for the Three Months Ended June 30,						At and for the Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in Thousands)
Reported Pretax Income	$	27,815		$	33,697		$	36,483		$	66,747

Less:
Security gains	3			—			1,704			—
Add:
Day 1 PCSB CECL provision	—			—			16,744			—
Merger and acquisition expense (1)	1,002			535			7,411			535
Operating Pretax Income	$	28,814		34,232			58,934			67,282
Estimated effective tax rate	19.4		%	25.2		%	19.4		%	25.2		%
Estimated taxes	5,587			8,637			11,427			16,982
Operating earnings after tax	$	23,227		$	25,595		$	47,507		$	50,300

Operating earnings per common share:
Basic	$	0.26		$	0.33		$	0.54		$	0.65
Diluted	$	0.26		$	0.33		0.54			$	0.65



(1) Merger and acquisition expense related to the acquisition of PCSB.

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,
2022 June 30,
2022 March 31,
2022 December 31,
2021 September 30,
2021
(Dollars in Thousands)
Operating earnings $ 31,021 $ 25,595 $ 24,705 $ 28,569 $ 28,839
Average total assets $ 8,586,420 $ 8,515,330 $ 8,531,043 $ 8,462,231 $ 8,360,635
Less: Average goodwill and average identified intangible assets, net 162,387 162,507 162,632 162,804 163,011
Average tangible assets $ 8,424,033 $ 8,352,823 $ 8,368,411 $ 8,299,427 $ 8,197,624
Return on average assets (annualized) 1.40% 1.18% 1.16% 1.35% 1.38%
Add:
Merger and acquisition expenses 0.04% 0.02% —% —% —%
Operating return on average assets (annualized) 1.44% 1.20% 1.16% 1.35% 1.38%
Return on average tangible assets (annualized) 1.43% 1.21% 1.18% 1.38% 1.41%
Add:
Merger and acquisition expenses 0.04% 0.02% —% —% —%
Operating return on average tangible assets (annualized) 1.47% 1.23% 1.18% 1.38% 1.41%
Average total stockholders' equity $ 981,379 $ 976,167 $ 997,293 $ 987,522 $ 978,371
Less: Average goodwill and average identified intangible assets, net 162,387 162,507 162,632 162,804 163,011
Average tangible stockholders' equity $ 818,992 $ 813,660 $ 834,661 $ 824,718 $ 815,360
Return on average stockholders' equity (annualized) 12.29% 10.32% 9.91% 11.56% 11.79%
Less:
Security gains —% —% —% (0.01)% —%
Add:
Merger and acquisition expenses 0.36% 0.16% —% —% —%
Operating return on average stockholders' equity (annualized) 12.65% 10.48% 9.91% 11.57% 11.79%
Return on average tangible stockholders' equity (annualized) 14.72% 12.39% 11.84% 13.84% 14.15%
Less:
Security gains —% —% —% (0.01)% —%
Add:
Merger and acquisition expenses 0.43% 0.20% —% —% —%
Operating return on average tangible stockholders' equity (annualized) 15.15% 12.59% 11.84% 13.85% 14.15%



	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Operating earnings	$	23,227	$	23,283	$	30,015	$	31,222	$	25,595

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

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		Three Months Ended
		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021			Three Months Ended
		(Dollars in Thousands)											June 30, 2023			March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
Net income, as reported		$	30,149	$	25,195	$	24,705	$	28,545	$	28,839
													(Dollars in Thousands)
Average total assets		$	8,586,420	$	8,515,330	$	8,531,043	$	8,462,231	$	8,360,635
Less: Average goodwill and average identified intangible assets, net		162,387		162,507		162,632		162,804		163,011
Average tangible assets		$	8,424,033	$	8,352,823	$	8,368,411	$	8,299,427	$	8,197,624

Return on average assets (annualized)												Return on average assets (annualized)	0.78%			0.27%		1.34%		1.40%		1.18%
Less:												Less:
Security gains												Security gains	—%			0.05%		0.01%		—%		—%
Add:												Add:
Day 1 PCSB CECL provision												Day 1 PCSB CECL provision	—%			0.47%		—%		—%		—%
Merger and acquisition expenses												Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average assets (annualized)												Operating return on average assets (annualized)	0.81%			0.87%		1.35%		1.44%		1.20%

Return on average tangible assets (annualized)	Return on average tangible assets (annualized)	1.43%		1.21%		1.18%		1.38%		1.41%		Return on average tangible assets (annualized)	0.79%			0.28%		1.37%		1.43%		1.21%
Less:												Less:
Security gains												Security gains	—%			0.05%		0.01%		—%		—%

Add:												Add:
Day 1 PCSB CECL provision												Day 1 PCSB CECL provision	—		%	0.48%		—%		—%		—%
Merger and acquisition expenses												Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average tangible assets (annualized)												Operating return on average tangible assets (annualized)	0.82%			0.89%		1.38%		1.47%		1.23%

Average total stockholders' equity	Average total stockholders' equity	$	981,379	$	976,167	$	997,293	$	987,522	$	978,371	Average total stockholders' equity	$	1,174,167		$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	Less: Average goodwill and average identified intangible assets, net	162,387		162,507		162,632		162,804		163,011		Less: Average goodwill and average identified intangible assets, net	270,147			278,135		162,266		162,387		162,507
Average tangible stockholders' equity	Average tangible stockholders' equity	$	818,992	$	813,660	$	834,661	$	824,718	$	815,360	Average tangible stockholders' equity	$	904,020		$	881,500	$	820,040	$	818,992	$	813,660

Return on average stockholders' equity (annualized)												Return on average stockholders' equity (annualized)	7.44%			2.61%		12.09%		12.29%		10.32%
Less:												Less:
Security gains												Security gains	—%			0.45%		0.11%		—%		—%
Add:												Add:
Day 1 PCSB CECL provision												Day 1 PCSB CECL provision	—%			4.46%		—%		—%		—%
Merger and acquisition expenses												Merger and acquisition expenses	0.28%			1.71%		0.21%		0.36%		0.16%

Operating return on average stockholders' equity (annualized)												Operating return on average stockholders' equity (annualized)	7.72%			8.33%		12.19%		12.65%		10.48%

Return on average tangible stockholders' equity (annualized)	Return on average tangible stockholders' equity (annualized)	14.72%		12.39%		11.84%		13.84%		14.15%		Return on average tangible stockholders' equity (annualized)	9.67%			3.43%		14.48%		14.72%		12.39%
Less:												Less:
Security gains												Security gains	—%			0.60%		0.13%		—%		—%
Add:												Add:
Day 1 PCSB CECL provision												Day 1 PCSB CECL provision	—%			5.87%		—%		—%		—%
Merger and acquisition expenses												Merger and acquisition expenses	0.36%			2.25%		0.26%		0.43%		0.20%

Table of Contents

Three Months Ended

June 30,
2023

March 31,
2023

December 31,
2022

September 30,
2022

June 30,
2022

(Dollars in Thousands)

Operating return on average tangible stockholders' equity (annualized)

10.03%

10.95%

14.61%

15.15%

12.59%


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

Return on average tangible assets (annualized)	0.79%		0.28%		1.37%		1.43%		1.21%

Average total stockholders' equity	$	1,174,167	$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020	$	881,500	$	820,040	$	818,992	$	813,660

Return on average tangible stockholders' equity (annualized)	9.67%		3.43%		14.48%		14.72%		12.39%

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


		Three Months Ended											Three Months Ended
		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021			June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
		(Dollars in Thousands)											(Dollars in Thousands)
Total stockholders' equity	Total stockholders' equity	$	963,618	$	968,496	$	981,935	$	995,342	$	978,452	Total stockholders' equity	$	1,162,308	$	1,165,066	$	992,125	$	963,618	$	968,496
Less: Goodwill and identified intangible assets, net	Less: Goodwill and identified intangible assets, net	162,329		162,449		162,569		162,703		162,911		Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible stockholders' equity	Tangible stockholders' equity	$	801,289	$	806,047	$	819,366	$	832,639	$	815,541	Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Total assets	Total assets	$	8,695,708	$	8,514,230	$	8,633,736	$	8,602,622	$	8,312,649	Total assets	$	11,206,078	$	11,522,485	$	9,185,836	$	8,695,708	$	8,514,230
Less: Goodwill and identified intangible assets, net	Less: Goodwill and identified intangible assets, net	162,329		162,449		162,569		162,703		162,911		Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible assets	Tangible assets	$	8,533,379	$	8,351,781	$	8,471,167	$	8,439,919	$	8,149,738	Tangible assets	$	10,936,730	$	11,251,183	$	9,023,628	$	8,533,379	$	8,351,781

Tangible equity ratio	Tangible equity ratio	9.39%		9.65%		9.67%		9.87%		10.01%		Tangible equity ratio	8.16%		7.94%		9.20%		9.39%		9.65%

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


		Three Months Ended											Three Months Ended
		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021			June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
		(Dollars in Thousands)											(Dollars in Thousands)
Tangible stockholders' equity	Tangible stockholders' equity	$	801,289	$	806,047	$	819,366	$	832,639	$	815,541	Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Common shares issued	Common shares issued	85,177,172		85,177,172		85,177,172		85,177,172		85,177,172		Common shares issued	96,998,075		96,998,075		85,177,172		85,177,172		85,177,172
Less:	Less:											Less:
Treasury shares	Treasury shares	7,730,945		7,995,888		7,037,464		7,037,464		7,034,754		Treasury shares	7,734,891		7,734,891		7,731,445		7,730,945		7,995,888
Unallocated ESOP	Unallocated ESOP	4,833		11,442		18,051		24,660		31,278		Unallocated ESOP	—		—		—		4,833		11,442
Unvested restricted stock	Unvested restricted stock	601,995		497,297		500,098		500,098		502,808		Unvested restricted stock	598,049		598,049		601,495		601,995		497,297
Common shares outstanding	Common shares outstanding	76,839,399		76,672,545		77,621,559		77,614,950		77,608,332		Common shares outstanding	88,665,135		88,665,135		76,844,232		76,839,399		76,672,545

Tangible book value per share	Tangible book value per share	$	10.43	$	10.51	$	10.56	$	10.73	$	10.51	Tangible book value per share	$	10.07	$	10.08	$	10.80	$	10.43	$	10.51

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


		Three Months Ended											Three Months Ended
		September 30, 2022		June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021			June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
		(Dollars in Thousands)											(Dollars in Thousands)
Dividends paid	Dividends paid	$	9,969	$	10,030	$	9,705	$	9,705	$	9,383	Dividends paid	$	11,969	$	11,970	$	10,374	$	9,969	$	10,030

Net income, as reported	Net income, as reported	$	30,149	$	25,195	$	24,705	$	28,545	$	28,839	Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Dividend payout ratio	Dividend payout ratio	33.07%		39.81%		39.28%		34.00%		32.54%		Dividend payout ratio	54.78%		158.33%		34.94%		33.07%		39.81%

Three Months Ended
September 30,
2022 June 30,
2022 March 31,
2022 December 31,
2021 September 30,
2021
(Dollars in Thousands)
Allowance for loan and lease losses $ 94,169 $ 93,188 $ 95,463 $ 99,084 $ 102,515
Total loans and leases $ 7,421,304 $ 7,291,912 $ 7,223,130 $ 7,154,457 $ 6,931,694
Less: Total PPP loans 878 1,138 14,013 67,711 160,586
Total loans and leases excluding PPP loans $ 7,420,426 $ 7,290,774 $ 7,209,117 $ 7,086,746 $ 6,771,108
Allowance for loan and lease losses as a percentage of total loans and leases less PPP loans 1.27% 1.28% 1.32% 1.40% 1.51%

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Financial Condition

Loans and Leases

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


		At September 30, 2022				At December 31, 2021					At June 30, 2023				At December 31, 2022
		Balance		Percent of Total		Balance		Percent of Total			Balance		Percent of Total		Balance		Percent of Total
		(Dollars in Thousands)									(Dollars in Thousands)
Commercial real estate loans:	Commercial real estate loans:									Commercial real estate loans:
Commercial real estate	Commercial real estate	$	3,032,202	40.9	%	$	2,842,791	39.6	%	Commercial real estate	$	3,997,027	42.8	%	$	3,046,746	39.9	%
Multi-family mortgage	Multi-family mortgage	1,053,014		14.2	%	1,099,818		15.4	%	Multi-family mortgage	1,358,475		14.5	%	1,150,597		15.1	%
Construction	Construction	184,296		2.5	%	160,431		2.2	%	Construction	315,269		3.4	%	206,805		2.7	%
Total commercial real estate loans	Total commercial real estate loans	4,269,512		57.6	%	4,103,040		57.2	%	Total commercial real estate loans	5,670,771		60.7	%	4,404,148		57.7	%
Commercial loans and leases:	Commercial loans and leases:									Commercial loans and leases:
Commercial	Commercial	712,311		9.6	%	666,677		9.4	%	Commercial	845,192		9.1	%	752,948		9.9	%
Equipment financing	Equipment financing	1,176,248		15.8	%	1,105,611		15.5	%	Equipment financing	1,306,165		14.0	%	1,216,585		15.9	%
Condominium association	Condominium association	44,208		0.6	%	47,137		0.7	%	Condominium association	41,670		0.4	%	46,966		0.6	%
PPP		878		—	%	67,711		0.9	%

Total commercial loans and leases	Total commercial loans and leases	1,933,645		26.0	%	1,887,136		26.5	%	Total commercial loans and leases	2,193,027		23.5	%	2,016,499		26.4	%
Consumer loans:	Consumer loans:									Consumer loans:
Residential mortgage	Residential mortgage	836,574		11.2	%	799,737		11.2	%	Residential mortgage	1,082,425		11.6	%	844,614		11.0	%
Home equity	Home equity	330,606		4.5	%	324,156		4.5	%	Home equity	346,842		3.7	%	322,622		4.2	%
Other consumer	Other consumer	50,967		0.7	%	40,388		0.6	%	Other consumer	47,734		0.5	%	56,505		0.7	%
Total consumer loans	Total consumer loans	1,218,147		16.4	%	1,164,281		16.3	%	Total consumer loans	1,477,001		15.8	%	1,223,741		15.9	%
Total loans and leases	Total loans and leases	7,421,304		100.0	%	7,154,457		100.0	%	Total loans and leases	9,340,799		100.0	%	7,644,388		100.0	%
Allowance for loan and lease losses	Allowance for loan and lease losses	(94,169)				(99,084)				Allowance for loan and lease losses	(125,817)				(98,482)
Net loans and leases	Net loans and leases	$	7,327,135			$	7,055,373			Net loans and leases	$	9,214,982			$	7,545,906

The following table sets forth the growth in the Company’s loan and lease portfolios during the ~~nine~~six months ended ~~September~~June 30, ~~2022:~~2023:


		At September 30, 2022		At December 31, 2021		Dollar Change		Percent Change (Annualized)			At June 30, 2023		At December 31, 2022		Dollar Change		Percent Change (Annualized)
		(Dollars in Thousands)									(Dollars in Thousands)
Commercial real estate	Commercial real estate	$	4,269,512	$	4,103,040	$	166,472	5.4	%	Commercial real estate	$	5,670,771	$	4,404,148	$	1,266,623	57.5	%
Commercial	Commercial	1,933,645		1,887,136		46,509		3.3	%	Commercial	2,193,027		2,016,499		176,528		17.5	%
Consumer	Consumer	1,218,147		1,164,281		53,866		6.2	%	Consumer	1,477,001		1,223,741		253,260		41.4	%
Total loans and leases	Total loans and leases	$	7,421,304	$	7,154,457	$	266,847	5.0	%	Total loans and leases	$	9,340,799	$	7,644,388	$	1,696,411	44.4	%
Less: PPP		878		67,711		(66,833)		(131.6)	%
Total core loans and leases		$	7,420,426	$	7,086,746	$	333,680	6.3	%

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The Company's current policy is that a total credit exposure to one obligor relationship may not exceed $60.0 million unless approved by the Company's Credit Committee. As of ~~September~~June 30, ~~2022,~~2023, there ~~was one borrower~~were four borrowers with loans and commitments over $60.0 million. The total of those loans and commitments was ~~$63.9~~$271.0 million, or ~~0.69%~~2.35% of total loans and commitments, as of ~~September~~June 30, ~~2022.~~2023. As of December 31, ~~2021,~~2022, there were ~~six~~three borrowers with loans and commitments over ~~the previous limit~~

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$60.0 million. The total of those loans and commitments was ~~$322.5~~$208.5 million, or ~~3.0%~~2.2% of total loans and commitments, as of December 31, ~~2021.~~2022.

~~Commercial Real Estate Loans~~Asset Quality

The ~~commercial real estate portfolio is comprised of commercial real estate loans, multi-family mortgage loans, and construction loans and is the largest component~~ratio of the ~~Company's overall~~allowance for loan ~~portfolio, representing 57.6% of~~and lease losses to total loans and leases ~~outstanding~~was 1.35% as of ~~September~~June 30, 2023, compared to 1.29% as of December 31, 2022.

~~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~~allowance 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 commercial real estate portfolio is composed primarily of loans secured by apartment buildings ($949.7 million), office buildings ($680.7 million), retail stores ($641.7 million), industrial properties ($640.4 million), mixed-use properties ($395.0 million), lodging services ($152.2 million), and food services ($59.7 million) as of September 30, 2022. At that date, approximately 95.5% of the commercial real estate loans outstanding were secured by properties located in New England.

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~~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.~~

~~Commercial Loans~~

~~The Company's commercial~~ loan and lease ~~portfolio is comprised of commercial loans, equipment financing~~losses to nonaccrual loans and leases ~~and condominium association loans which represented 26.0% of total loans outstanding~~was 271.61% as of ~~September~~June 30, ~~2022.~~

~~The Company's commercial loan and lease portfolio is composed primarily of loans and leases~~2023, compared to small to medium sized businesses ($704.4 million), transportation services ($352.5 million), food services ($188.0 million), recreation services ($127.8 million), manufacturing ($107.7 million), retail ($107.6 million), and rental and leasing services ($88.8 million)661.22% as of ~~September 30,~~December 31, 2022.

The Company provides commercial banking services to companies in its market area. Approximately 40.1% of the commercial loans outstanding as of September 30, 2022 were made to borrowers located in New England. The remaining 59.9% 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.

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 16.4% of the commercial loans outstanding in the equipment financing divisions 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.

~~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 16.4% of total loans outstanding as of September 30, 2022. 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.

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~~Underwriting guidelines~~Capital Strength

Net Income

For the three months ended June 30, 2023, the Company reported net income of $21.9 million, or $0.25 per basic and diluted share, a decrease of $3.3 million, or 13.3%, from net income of $25.2 million, or $0.33 per basic and diluted share, for ~~home~~the three months ended June 30, 2022. This decrease in net income is primarily the result of an increase in non-interest expense of $13.0 million, an increase in the provision for credit losses of $5.6 million, and a decrease in non-interest income of $1.5 million, partially offset by an increase in net interest income of $14.2 million and a decrease in the provision for income taxes of $2.5 million. Refer to “Results of Operations" below for further discussion.

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 and deposit categories.

Critical Accounting Policies and Estimates

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Recent Accounting Developments

Non-GAAP Financial Measures and Reconciliation to GAAP

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 June 30,						At and for the Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in Thousands)
Reported Pretax Income	$	27,815		$	33,697		$	36,483		$	66,747

Less:
Security gains	3			—			1,704			—
Add:
Day 1 PCSB CECL provision	—			—			16,744			—
Merger and acquisition expense (1)	1,002			535			7,411			535
Operating Pretax Income	$	28,814		34,232			58,934			67,282
Estimated effective tax rate	19.4		%	25.2		%	19.4		%	25.2		%
Estimated taxes	5,587			8,637			11,427			16,982
Operating earnings after tax	$	23,227		$	25,595		$	47,507		$	50,300

Operating earnings per common share:
Basic	$	0.26		$	0.33		$	0.54		$	0.65
Diluted	$	0.26		$	0.33		0.54			$	0.65



(1) Merger and acquisition expense related to the acquisition of PCSB.

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
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Operating earnings	$	23,227	$	23,283	$	30,015	$	31,222	$	25,595

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

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	Three Months Ended
	June 30, 2023			March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)

Return on average assets (annualized)	0.78%			0.27%		1.34%		1.40%		1.18%
Less:
Security gains	—%			0.05%		0.01%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			0.47%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average assets (annualized)	0.81%			0.87%		1.35%		1.44%		1.20%

Return on average tangible assets (annualized)	0.79%			0.28%		1.37%		1.43%		1.21%
Less:
Security gains	—%			0.05%		0.01%		—%		—%

Add:
Day 1 PCSB CECL provision	—		%	0.48%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average tangible assets (annualized)	0.82%			0.89%		1.38%		1.47%		1.23%

Average total stockholders' equity	$	1,174,167		$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147			278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020		$	881,500	$	820,040	$	818,992	$	813,660

Return on average stockholders' equity (annualized)	7.44%			2.61%		12.09%		12.29%		10.32%
Less:
Security gains	—%			0.45%		0.11%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			4.46%		—%		—%		—%
Merger and acquisition expenses	0.28%			1.71%		0.21%		0.36%		0.16%

Operating return on average stockholders' equity (annualized)	7.72%			8.33%		12.19%		12.65%		10.48%




Return on average tangible stockholders' equity (annualized)	9.67%			3.43%		14.48%		14.72%		12.39%
Less:
Security gains	—%			0.60%		0.13%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			5.87%		—%		—%		—%
Merger and acquisition expenses	0.36%			2.25%		0.26%		0.43%		0.20%

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Three Months Ended

June 30,
2023

March 31,
2023

December 31,
2022

September 30,
2022

June 30,
2022

(Dollars in Thousands)

Operating return on average tangible stockholders' equity (annualized)

10.03%

10.95%

14.61%

15.15%

12.59%


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

Return on average tangible assets (annualized)	0.79%		0.28%		1.37%		1.43%		1.21%

Average total stockholders' equity	$	1,174,167	$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020	$	881,500	$	820,040	$	818,992	$	813,660

Return on average tangible stockholders' equity (annualized)	9.67%		3.43%		14.48%		14.72%		12.39%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Total stockholders' equity	$	1,162,308	$	1,165,066	$	992,125	$	963,618	$	968,496
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Total assets	$	11,206,078	$	11,522,485	$	9,185,836	$	8,695,708	$	8,514,230
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible assets	$	10,936,730	$	11,251,183	$	9,023,628	$	8,533,379	$	8,351,781

Tangible equity ratio	8.16%		7.94%		9.20%		9.39%		9.65%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Common shares issued	96,998,075		96,998,075		85,177,172		85,177,172		85,177,172
Less:
Treasury shares	7,734,891		7,734,891		7,731,445		7,730,945		7,995,888
Unallocated ESOP	—		—		—		4,833		11,442
Unvested restricted stock	598,049		598,049		601,495		601,995		497,297
Common shares outstanding	88,665,135		88,665,135		76,844,232		76,839,399		76,672,545

Tangible book value per share	$	10.07	$	10.08	$	10.80	$	10.43	$	10.51

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Dividends paid	$	11,969	$	11,970	$	10,374	$	9,969	$	10,030

Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Dividend payout ratio	54.78%		158.33%		34.94%		33.07%		39.81%

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Financial Condition

Loans and Leases

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


	At June 30, 2023				At December 31, 2022
	Balance		Percent of Total		Balance		Percent of Total
	(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate	$	3,997,027	42.8	%	$	3,046,746	39.9	%
Multi-family mortgage	1,358,475		14.5	%	1,150,597		15.1	%
Construction	315,269		3.4	%	206,805		2.7	%
Total commercial real estate loans	5,670,771		60.7	%	4,404,148		57.7	%
Commercial loans and leases:
Commercial	845,192		9.1	%	752,948		9.9	%
Equipment financing	1,306,165		14.0	%	1,216,585		15.9	%
Condominium association	41,670		0.4	%	46,966		0.6	%

Total commercial loans and leases	2,193,027		23.5	%	2,016,499		26.4	%
Consumer loans:
Residential mortgage	1,082,425		11.6	%	844,614		11.0	%
Home equity	346,842		3.7	%	322,622		4.2	%
Other consumer	47,734		0.5	%	56,505		0.7	%
Total consumer loans	1,477,001		15.8	%	1,223,741		15.9	%
Total loans and leases	9,340,799		100.0	%	7,644,388		100.0	%
Allowance for loan and lease losses	(125,817)				(98,482)
Net loans and leases	$	9,214,982			$	7,545,906

The following table sets forth the growth in the Company’s loan and lease portfolios during the six months ended June 30, 2023:


	At June 30, 2023		At December 31, 2022		Dollar Change		Percent Change (Annualized)
	(Dollars in Thousands)
Commercial real estate	$	5,670,771	$	4,404,148	$	1,266,623	57.5	%
Commercial	2,193,027		2,016,499		176,528		17.5	%
Consumer	1,477,001		1,223,741		253,260		41.4	%
Total loans and leases	$	9,340,799	$	7,644,388	$	1,696,411	44.4	%

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, ~~are similar~~loans to ~~those for residential mortgage loans. Home equity~~condominium associations and loans and ~~lines~~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 ~~credit are limited to no~~business since many of them have more than ~~80%~~one loan outstanding with the Company. The Company's ability to originate loans depends on the strength of the ~~appraised value~~economy, trends in interest rates, and levels of ~~the property securing the loan including the amount of any existing first mortgage liens.~~customer demand and market competition.

~~Other consumer loans have historically been~~The Company's current policy is that a ~~modest part of~~total credit exposure to one obligor relationship may not exceed $60.0 million unless approved by the Company's ~~loan originations.~~Credit Committee. As of ~~September~~June 30, ~~2022, other consumer~~2023, there were four borrowers with loans ~~equaled $51.0~~and commitments over $60.0 million. The total of those loans and commitments was $271.0 million, or ~~0.7%~~2.35% of total loans ~~outstanding.~~and commitments, as of June 30, 2023. As of December 31, 2022, there were three borrowers with loans and commitments over

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$60.0 million. The total of those loans and commitments was $208.5 million, or 2.2% of total loans and commitments, as of December 31, 2022.

Asset Quality

The ratio of the allowance for loan and lease losses to total loans and leases was 1.35% as of June 30, 2023, compared to 1.29% as of December 31, 2022.

The ratio of the allowance for loan and lease losses to nonaccrual loans and leases was 271.61% as of June 30, 2023, compared to 661.22% as of December 31, 2022.

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Capital Strength

Net Income

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 and deposit categories.

Critical Accounting Policies and Estimates

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Recent Accounting Developments

Non-GAAP Financial Measures and Reconciliation to GAAP

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 June 30,						At and for the Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in Thousands)
Reported Pretax Income	$	27,815		$	33,697		$	36,483		$	66,747

Less:
Security gains	3			—			1,704			—
Add:
Day 1 PCSB CECL provision	—			—			16,744			—
Merger and acquisition expense (1)	1,002			535			7,411			535
Operating Pretax Income	$	28,814		34,232			58,934			67,282
Estimated effective tax rate	19.4		%	25.2		%	19.4		%	25.2		%
Estimated taxes	5,587			8,637			11,427			16,982
Operating earnings after tax	$	23,227		$	25,595		$	47,507		$	50,300

Operating earnings per common share:
Basic	$	0.26		$	0.33		$	0.54		$	0.65
Diluted	$	0.26		$	0.33		0.54			$	0.65



(1) Merger and acquisition expense related to the acquisition of PCSB.

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
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Operating earnings	$	23,227	$	23,283	$	30,015	$	31,222	$	25,595

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

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	Three Months Ended
	June 30, 2023			March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)

Return on average assets (annualized)	0.78%			0.27%		1.34%		1.40%		1.18%
Less:
Security gains	—%			0.05%		0.01%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			0.47%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average assets (annualized)	0.81%			0.87%		1.35%		1.44%		1.20%

Return on average tangible assets (annualized)	0.79%			0.28%		1.37%		1.43%		1.21%
Less:
Security gains	—%			0.05%		0.01%		—%		—%

Add:
Day 1 PCSB CECL provision	—		%	0.48%		—%		—%		—%
Merger and acquisition expenses	0.03%			0.18%		0.02%		0.04%		0.02%

Operating return on average tangible assets (annualized)	0.82%			0.89%		1.38%		1.47%		1.23%

Average total stockholders' equity	$	1,174,167		$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147			278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020		$	881,500	$	820,040	$	818,992	$	813,660

Return on average stockholders' equity (annualized)	7.44%			2.61%		12.09%		12.29%		10.32%
Less:
Security gains	—%			0.45%		0.11%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			4.46%		—%		—%		—%
Merger and acquisition expenses	0.28%			1.71%		0.21%		0.36%		0.16%

Operating return on average stockholders' equity (annualized)	7.72%			8.33%		12.19%		12.65%		10.48%




Return on average tangible stockholders' equity (annualized)	9.67%			3.43%		14.48%		14.72%		12.39%
Less:
Security gains	—%			0.60%		0.13%		—%		—%
Add:
Day 1 PCSB CECL provision	—%			5.87%		—%		—%		—%
Merger and acquisition expenses	0.36%			2.25%		0.26%		0.43%		0.20%

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Three Months Ended

June 30,
2023

March 31,
2023

December 31,
2022

September 30,
2022

June 30,
2022

(Dollars in Thousands)

Operating return on average tangible stockholders' equity (annualized)

10.03%

10.95%

14.61%

15.15%

12.59%


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Average total assets	$	11,272,672	$	11,131,087	$	8,857,631	$	8,586,420	$	8,515,330
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible assets	$	11,002,525	$	10,852,952	$	8,695,365	$	8,424,033	$	8,352,823

Return on average tangible assets (annualized)	0.79%		0.28%		1.37%		1.43%		1.21%

Average total stockholders' equity	$	1,174,167	$	1,159,635	$	982,306	$	981,379	$	976,167
Less: Average goodwill and average identified intangible assets, net	270,147		278,135		162,266		162,387		162,507
Average tangible stockholders' equity	$	904,020	$	881,500	$	820,040	$	818,992	$	813,660

Return on average tangible stockholders' equity (annualized)	9.67%		3.43%		14.48%		14.72%		12.39%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Total stockholders' equity	$	1,162,308	$	1,165,066	$	992,125	$	963,618	$	968,496
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Total assets	$	11,206,078	$	11,522,485	$	9,185,836	$	8,695,708	$	8,514,230
Less: Goodwill and identified intangible assets, net	269,348		271,302		162,208		162,329		162,449
Tangible assets	$	10,936,730	$	11,251,183	$	9,023,628	$	8,533,379	$	8,351,781

Tangible equity ratio	8.16%		7.94%		9.20%		9.39%		9.65%

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Tangible stockholders' equity	$	892,960	$	893,764	$	829,917	$	801,289	$	806,047

Common shares issued	96,998,075		96,998,075		85,177,172		85,177,172		85,177,172
Less:
Treasury shares	7,734,891		7,734,891		7,731,445		7,730,945		7,995,888
Unallocated ESOP	—		—		—		4,833		11,442
Unvested restricted stock	598,049		598,049		601,495		601,995		497,297
Common shares outstanding	88,665,135		88,665,135		76,844,232		76,839,399		76,672,545

Tangible book value per share	$	10.07	$	10.08	$	10.80	$	10.43	$	10.51

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


	Three Months Ended
	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
	(Dollars in Thousands)
Dividends paid	$	11,969	$	11,970	$	10,374	$	9,969	$	10,030

Net income, as reported	$	21,850	$	7,560	$	29,695	$	30,149	$	25,195

Dividend payout ratio	54.78%		158.33%		34.94%		33.07%		39.81%

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Financial Condition

Loans and Leases

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


	At June 30, 2023				At December 31, 2022
	Balance		Percent of Total		Balance		Percent of Total
	(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate	$	3,997,027	42.8	%	$	3,046,746	39.9	%
Multi-family mortgage	1,358,475		14.5	%	1,150,597		15.1	%
Construction	315,269		3.4	%	206,805		2.7	%
Total commercial real estate loans	5,670,771		60.7	%	4,404,148		57.7	%
Commercial loans and leases:
Commercial	845,192		9.1	%	752,948		9.9	%
Equipment financing	1,306,165		14.0	%	1,216,585		15.9	%
Condominium association	41,670		0.4	%	46,966		0.6	%

Total commercial loans and leases	2,193,027		23.5	%	2,016,499		26.4	%
Consumer loans:
Residential mortgage	1,082,425		11.6	%	844,614		11.0	%
Home equity	346,842		3.7	%	322,622		4.2	%
Other consumer	47,734		0.5	%	56,505		0.7	%
Total consumer loans	1,477,001		15.8	%	1,223,741		15.9	%
Total loans and leases	9,340,799		100.0	%	7,644,388		100.0	%
Allowance for loan and lease losses	(125,817)				(98,482)
Net loans and leases	$	9,214,982			$	7,545,906

The following table sets forth the growth in the Company’s loan and lease portfolios during the six months ended June 30, 2023:


	At June 30, 2023		At December 31, 2022		Dollar Change		Percent Change (Annualized)
	(Dollars in Thousands)
Commercial real estate	$	5,670,771	$	4,404,148	$	1,266,623	57.5	%
Commercial	2,193,027		2,016,499		176,528		17.5	%
Consumer	1,477,001		1,223,741		253,260		41.4	%
Total loans and leases	$	9,340,799	$	7,644,388	$	1,696,411	44.4	%

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$60.0 million. The total of those loans and commitments was $208.5 million, or 2.2% of total loans and commitments, as of December 31, 2022.

Commercial Real Estate Loans

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Commercial Loans

Consumer Loans

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Other consumer loans have historically been a modest part of the Company's loan originations. As of June 30, 2023, other consumer loans equaled $47.7 million, or 0.5% 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~~June 30, ~~2022,~~2023, the Company had ~~$97.4~~$158.4 million of total assets that were designated as criticized. This compares to ~~$95.4~~$108.2 million of assets designated as criticized as of December 31, ~~2021.~~2022. The increase of ~~$2.0~~$50.2 million in criticized assets was ~~mostly~~primarily driven by increases in commercial real estate and equipment financing relationships for the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

Nonperforming Assets

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. When a loan is placed on nonaccrual status, interest accruals cease and all previously accrued 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 or reasonably expects to make certain concessionary modifications to contractual terms, the loan is classified as a ~~TDR.~~modified 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.

As of ~~September~~June 30, ~~2022,~~2023, the Company had nonperforming assets of ~~$18.3~~$46.9 million, representing ~~0.21%~~0.42% of total assets, compared to nonperforming assets of ~~$33.2~~$15.3 million, or ~~0.39%~~0.17% of total assets as of December 31, ~~2021.~~2022. The ~~decrease~~increase of ~~$14.9~~$31.6 million in nonperforming assets was primarily driven by ~~loan payoffs on~~the inclusion of loans related to one commercial customer totaling $9.3 million, three commercial real estate customers totaling $5.2 million, and two commercial ~~and industrial ("C&I") loans~~real estate customers totaling ~~$7.0~~$4.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

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Past Due and Accruing

As of ~~September~~June 30, ~~2022,~~2023, the Company had ~~$9.6~~$0.5 million loans and leases greater than 90 days past due and accruing, compared to minimal to no loans as of December 31, ~~2021.~~2022. The ~~$9.6~~$0.5 million increase in loans and leases greater than 90 days past due and accruing is primarily due to ~~a single commercial real estate relationship~~two equipment financing relationships totaling ~~$7.8~~$0.5 million.

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

At September 30, 2022 At December 31, 2021
(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate $ 3,136 $ 10,848
Total commercial real estate loans 3,136 10,848
Commercial 618 2,318
Equipment financing 10,544 15,014
Condominium association 64 84
Total commercial loans and leases 11,226 17,416
Residential mortgage 2,741 3,909
Home equity 616 285
Other consumer 2 1
Total consumer loans 3,359 4,195
Total nonaccrual loans and leases 17,721 32,459
Other repossessed assets 591 718
Total nonperforming assets $ 18,312 $ 33,177
Loans and leases past due greater than 90 days and accruing $ 9,583 $ 1
Total delinquent loans and leases 61-90 days past due 5,562 6,081
Restructured loans and leases not included in nonperforming assets 9,728 12,580
Total nonperforming loans and leases as a percentage of total loans and leases 0.24 % 0.45 %
Total nonperforming assets as a percentage of total assets 0.21 % 0.39 %
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases 0.07 % 0.08 %

~~Troubled Debt Restructuring Loans and Leases~~

Total TDR loans and leases decreased $5.2 million to $14.2 million at September 30, 2022 from $19.3 million at December 31, 2021. The decrease was primarily driven by loan payoffs on commercial loans totaling $3.7 million during the nine months ended September 30, 2022.

As of September 30, 2022, total TDR loans included $2.2 million of commercial loans, $6.3 million of equipment financing loans and leases, $2.8 million of residential mortgage loans, $1.7 million of home equity loans, and $1.2 million of commercial real estate loans. As of December 31, 2021, total TDR loans included $5.4 million of commercial loans, $7.5 million of equipment financing loans and leases, $2.9 million of residential mortgage loans, $2.0 million of home equity loans, and $1.5 million of commercial real estate loans.

~~Table of Contents~~

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

At September 30, 2022 At December 31, 2021
(Dollars in Thousands)
Troubled debt restructurings:
On accrual $ 9,728 $ 12,580
On nonaccrual 4,449 6,709
Total troubled debt restructurings $ 14,177 $ 19,289

~~Changes in TDR loans and leases were as follows for the periods indicated:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Dollars in Thousands)
Balance at beginning of period $ 16,621 $ 20,797 $ 19,289 $ 18,959
Additions 411 846 1,204 5,318
Net recoveries (charge-offs) 12 (223) 96 (713)
Repayments (2,867) (1,239) (6,412) (3,383)
Balance at end of period $ 14,177 $ 20,181 $ 14,177 $ 20,181


	At June 30, 2023			At December 31, 2022
	(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate	$	8,737		$	607

Construction	3,828			707
Total commercial real estate loans	12,565			1,314

Commercial	16,023			464
Equipment financing	12,809			9,653
Condominium association	—			58
Total commercial loans and leases	28,832			10,175

Residential mortgage	4,343			2,680
Home equity	583			723
Other consumer	—			2
Total consumer loans	4,926			3,405

Total nonaccrual loans and leases	46,323			14,894


Other repossessed assets	602			408
Total nonperforming assets	$	46,925		$	15,302

Loans and leases past due greater than 90 days and accruing	$	490		$	33
Total delinquent loans and leases 61-90 days past due	24,249			2,218
Restructured loans and leases not included in nonperforming assets	—			16,385

Total nonperforming loans and leases as a percentage of total loans and leases	0.50		%	0.19		%
Total nonperforming assets as a percentage of total assets	0.42		%	0.17		%
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases	0.26		%	0.03		%

Allowance for Credit Losses

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financial institution to recognize additions or reductions to the allowance based on their judgments about information available to them at the time of their examination.

The Company’s allowance methodology provides a quantification of estimated losses in the portfolio. Under the current methodology, management estimates losses over the life of the loan using reasonable and supportable forecasts. Forecasts, loan data, and model documentation are extensively analyzed and reviewed throughout the quarter to ensure estimated losses are ~~accurate~~appropriate at quarter end. Qualitative adjustments are applied when model output does not align with management expectations. These adjustments are thoroughly reviewed and documented to provide clarity and a reasonable basis for any deviations from the model. For ~~September~~June 30, ~~2022,~~2023, qualitative adjustments were applied to the ~~CRE, C&I,~~commercial real estate, commercial, and ~~Retail~~consumer portfolios resulting in a net addition in total reserves compared to modeled calculations.

The following tables present the changes in the allowance for loan and lease losses by portfolio category for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.


	At and for the Three Months Ended June 30, 2023
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at March 31, 2023	$	82,692		$	32,761		$	5,412		$	120,865

Charge-offs	—			(1,685)			(5)			(1,690)
Recoveries	6			577			10			593
Provision (credit) for loan and lease losses	1,603			3,981			465			6,049
Balance at June 30, 2023	$	84,301		$	35,634		$	5,882		$	125,817

Total loans and leases	$	5,670,771		$	2,193,027		$	1,477,001		$	9,340,799
Total allowance for loan and lease losses as a percentage of total loans and leases	1.49		%	1.62		%	0.40		%	1.35		%


	At and for the Three Months Ended June 30, 2022
	Commercial Real Estate			Commercial			Consumer			Total
	(In Thousands)
Balance at March 31, 2022	$	69,031		$	23,503		$	2,929		$	95,463

Charge-offs	—			(1,533)			—			(1,533)
Recoveries	6			279			6			291
Provision (credit) for loan and lease losses	990			(2,144)			121			(1,033)
Balance at June 30, 2022	$	70,027		$	20,105		$	3,056		$	93,188

Total loans and leases	$	4,225,754		$	1,860,182		$	1,205,976		$	7,291,912
Total allowance for loan and lease losses as a percentage of total loans and leases	1.66		%	1.08		%	0.25		%	1.28		%

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		At and for the Three Months Ended September 30, 2022
		Commercial Real Estate			Commercial			Consumer				Total				At and for the Six Months Ended June 30, 2023
		(In Thousands)									Commercial Real Estate					Commercial			Consumer						Total
Balance at June 30, 2022		$	70,027		$	20,105		$	3,056			$	93,188
																(In Thousands)
Balance at December 31, 2022															Balance at December 31, 2022	$	68,154		$	26,604		$	3,724			$	98,482

Charge-offs	Charge-offs	—			(584)			(14)				(598)			Charge-offs	—			(2,525)			(16)				(2,541)
Recoveries	Recoveries	6			763			8				777			Recoveries	12			960			21				993
Provision (credit) for loan and lease losses	Provision (credit) for loan and lease losses	(2,573)			2,984			391				802			Provision (credit) for loan and lease losses	16,135			10,595			2,153				28,883
Balance at September 30, 2022		$	67,460		$	23,268		$	3,441			$	94,169
Balance at June 30, 2023															Balance at June 30, 2023	$	84,301		$	35,634		$	5,882			$	125,817

Total loans and leases	Total loans and leases	$	4,269,512		$	1,933,645		$	1,218,147			$	7,421,304		Total loans and leases	$	5,670,771		$	2,193,027		$	1,477,001			$	9,340,799
Total allowance for loan and lease losses as a percentage of total loans and leases	Total allowance for loan and lease losses as a percentage of total loans and leases	1.58		%	1.20		%	0.28		%		1.27		%	Total allowance for loan and lease losses as a percentage of total loans and leases	1.49		%	1.62		%	0.40		%		1.35		%

At and for the Three Months Ended September 30, 2021
Commercial
Real Estate Commercial Consumer Total
(In Thousands)
Balance at June 30, 2021 $ 74,009 $ 28,364 $ 4,101 $ 106,474
Charge-offs — (1,583) (17) (1,600)
Recoveries 1 308 36 345
Provision (credit) for loan and lease losses (1,630) 101 (1,175) (2,704)
Balance at September 30, 2021 $ 72,380 $ 27,190 $ 2,945 $ 102,515
Total loans and leases $ 3,909,011 $ 1,869,686 $ 1,152,997 $ 6,931,694
Total allowance for loan and lease losses as a percentage of total loans and leases 1.85 % 1.45 % 0.26 % 1.48 %

At and for the Nine Months Ended September 30, 2022
Commercial
Real Estate Commercial Consumer Total
(In Thousands)
Balance at December 31, 2021 $ 69,213 $ 27,055 $ 2,816 $ 99,084
Charge-offs (37) (4,417) (20) (4,474)
Recoveries 18 1,395 52 1,465
Provision (credit) for loan and lease losses (1,734) (765) 593 (1,906)
Balance at September 30, 2022 $ 67,460 $ 23,268 $ 3,441 $ 94,169
Total loans and leases $ 4,269,512 $ 1,933,645 $ 1,218,147 $ 7,421,304
Total allowance for loan and lease losses as a percentage of total loans and leases 1.58 % 1.20 % 0.28 % 1.27 %

~~Table of Contents~~


		At and for the Nine Months Ended September 30, 2021									At and for the Six Months Ended June 30, 2022
		Commercial Real Estate			Commercial			Consumer				Total				Commercial Real Estate			Commercial			Consumer			Total
		(In Thousands)									(In Thousands)
Balance at December 31, 2020		$	80,132		$	29,498		$	4,749			$	114,379
Balance at December 31, 2021															Balance at December 31, 2021	$	69,213		$	27,055		$	2,816		$	99,084

Charge-offs	Charge-offs	(28)			(4,907)			(29)				(4,964)			Charge-offs	(37)			(3,833)			(7)			(3,877)
Recoveries	Recoveries	12			1,127			215				1,354			Recoveries	11			632			44			687
Provision (credit) for loan and lease losses	Provision (credit) for loan and lease losses	(7,736)			1,472			(1,990)				(8,254)			Provision (credit) for loan and lease losses	840			(3,749)			203			(2,706)
Balance at September 30, 2021		$	72,380		$	27,190		$	2,945			$	102,515
Balance at June 30, 2022															Balance at June 30, 2022	$	70,027		$	20,105		$	3,056		$	93,188

Total loans and leases	Total loans and leases	$	3,909,011		$	1,869,686		$	1,152,997			$	6,931,694		Total loans and leases	$	4,225,754		$	1,860,182		$	1,205,976		$	7,291,912
Total allowance for loan and lease losses as a percentage of total loans and leases	Total allowance for loan and lease losses as a percentage of total loans and leases	1.85		%	1.45		%	0.26		%		1.48		%	Total allowance for loan and lease losses as a percentage of total loans and leases	1.66		%	1.08		%	0.25		%	1.28		%

At ~~September~~June 30, ~~2022,~~2023, the allowance for loan and lease losses ~~decreased~~increased to ~~$94.2~~$125.8 million, or ~~1.27%~~1.35% of total loans and leases ~~outstanding.~~outstanding, which included $2.3 million in provision (credit) for loan and lease losses on purchase credit deteriorated ("PCD") loans. This compared to an allowance for loan and lease losses of ~~$99.1~~$98.5 million, or ~~1.38%~~1.29% of total loans and leases outstanding, as of December 31, ~~2021.~~2022. Both figures exclude PPP loans which are not subject to an allowance reserve since they are guaranteed by the SBA.

Net ~~recoveries~~charge-offs in the loans and leases for the three months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ were ~~$0.2~~$1.1 million and ~~$1.3~~$1.2 million, respectively. As a percentage of average loans and leases, annualized net ~~recoveries for the three months ended September 30, 2022 and 2021 were 0.01% and 0.07%, respectively. The decrease in the net~~ charge-offs for the three months ended ~~September~~June 30, 2023 and 2022 were 0.05% and 0.07%, respectively. The year over year decrease in the net charge-offs was primarily due to a decrease in net charge-offs of ~~$1.2~~$0.2 million in commercial loans offset by an increase in net charge-offs of $0.1 million in equipment financing ~~loans, as well as a decrease in net charge-offs~~loans.

Table of ~~$0.3 million in commercial loans.~~Contents


		At September 30, 2022						At December 31, 2021							At June 30, 2023						At December 31, 2022
		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			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)													(Dollars in Thousands)
Commercial real estate	Commercial real estate	$	45,268	48.1	%	40.9	%	$	44,843	45.3	%	39.6	%	Commercial real estate	$	57,220	45.6	%	42.8	%	$	44,536	45.3	%	39.9	%
Multi-family mortgage	Multi-family mortgage	15,104		16.0	%	14.2	%	17,474		17.6	%	15.4	%	Multi-family mortgage	18,001		14.3	%	14.5	%	16,885		17.1	%	15.1	%
Construction	Construction	7,088		7.5	%	2.5	%	6,896		7.0	%	2.2	%	Construction	9,080		7.2	%	3.4	%	6,733		6.8	%	2.7	%
Total commercial real estate loans	Total commercial real estate loans	67,460		71.6	%	57.6	%	69,213		69.9	%	57.2	%	Total commercial real estate loans	84,301		67.1	%	60.7	%	68,154		69.2	%	57.7	%
Commercial	Commercial	17,475		18.6	%	9.6	%	9,068		9.2	%	10.3	%	Commercial	19,678		15.6	%	9.1	%	12,190		12.4	%	9.9	%
Equipment financing	Equipment financing	5,713		6.1	%	15.8	%	17,907		18.0	%	15.5	%	Equipment financing	15,839		12.6	%	14.0	%	14,315		14.5	%	15.9	%
Condominium association	Condominium association	80		0.1	%	0.6	%	80		0.1	%	0.7	%	Condominium association	117		0.1	%	0.4	%	99		0.1	%	0.6	%
Total commercial loans	Total commercial loans	23,268		24.8	%	26.0	%	27,055		27.3	%	26.5	%	Total commercial loans	35,634		28.3	%	23.5	%	26,604		27.0	%	26.4	%
Residential mortgage	Residential mortgage	1,763		1.9	%	11.2	%	1,297		1.3	%	11.2	%	Residential mortgage	3,505		2.8	%	11.6	%	1,894		1.9	%	11.0	%
Home equity	Home equity	1,407		1.5	%	4.5	%	1,335		1.3	%	4.5	%	Home equity	1,937		1.5	%	3.7	%	1,478		1.5	%	4.2	%
Other consumer	Other consumer	271		0.2	%	0.7	%	184		0.2	%	0.6	%	Other consumer	440		0.3	%	0.5	%	352		0.4	%	0.7	%
Total consumer loans	Total consumer loans	3,441		3.6	%	16.4	%	2,816		2.8	%	16.3	%	Total consumer loans	5,882		4.6	%	15.8	%	3,724		3.8	%	15.9	%

Total	Total	$	94,169	100.0	%	100.0	%	$	99,084	100.0	%	100.0	%	Total	$	125,817	100.0	%	100.0	%	$	98,482	100.0	%	100.0	%

Management believes that the allowance for loan and lease losses as of ~~September~~June 30, ~~2022~~2023 is appropriate.

~~Table of Contents~~

Investment Securities

Cash, cash equivalents, and investment securities ~~decreased $260.4~~increased $94.9 million, or ~~33.1%~~18.3% on an annualized basis, to ~~$0.8~~$1.1 billion as of ~~September~~June 30, ~~2022,~~2023, from $1.0 billion as of December 31, ~~2021.~~2022. The ~~decrease~~increase was driven by ~~a decrease~~an increase in ~~short-term investments.~~investment securities available for sale. Cash, cash equivalents, and investment securities were ~~9.1%~~10.1% of total assets as of ~~September~~June 30, ~~2022,~~2023, compared to ~~12.2%~~11.32% of total assets at December 31, ~~2021.~~2022.

Table of Contents

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, 2022				At December 31, 2021					At June 30, 2023				At December 31, 2022
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value
		(In Thousands)									(In Thousands)
Investment securities available-for-sale:	Investment securities available-for-sale:									Investment securities available-for-sale:
GSE debentures	GSE debentures	$	185,091	$	160,121	$	219,723	$	217,505	GSE debentures	$	189,075	$	166,018	$	176,751	$	152,422
GSE CMOs	GSE CMOs	21,194		19,440		27,892		28,139		GSE CMOs	68,652		64,446		19,977		18,220
GSE MBSs	GSE MBSs	165,779		144,489		196,930		199,772		GSE MBSs	199,087		179,659		159,824		140,576

Municipal obligations										Municipal obligations	15,769		15,614		—		—
Corporate debt obligations	Corporate debt obligations	14,099		13,762		22,178		22,683		Corporate debt obligations	32,948		31,898		14,076		13,764
U.S. Treasury bonds	U.S. Treasury bonds	376,446		337,399		253,878		252,268		U.S. Treasury bonds	484,756		452,098		362,850		331,307

Foreign government obligations	Foreign government obligations	$	500	$	481	500		499		Foreign government obligations	500		477		500		477
Total investment securities available-for-sale	Total investment securities available-for-sale	$	763,109	$	675,692	$	721,101	$	720,866	Total investment securities available-for-sale	$	990,787	$	910,210	$	733,978	$	656,766

Maturities, calls and principal repayments for investment securities available-for-sale totaled ~~$79.5~~$178.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$146.8~~$67.4 million for the same period in ~~2021.~~2022. For the ~~nine~~six months ended ~~September~~June 30, 2023, the Company sold $230.0 million of investment securities available-for-sale. For the same period in 2022, ~~and 2021,~~ the Company did not sell any investment securities ~~available for sale.~~available-for-sale. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company purchased ~~$123.1~~$279.0 million of investment securities available-for-sale, compared to ~~$153.2~~$123.1 million for the same period in ~~2021.~~

~~Table of Contents~~

2022.

As of ~~September~~June 30, ~~2022,~~2023, the fair value of all investment securities available-for-sale was ~~$675.7~~$910.2 million with ~~$87.4~~$80.6 million of net unrealized losses, compared to a fair value of ~~$720.9~~$656.8 million and net unrealized losses of ~~$0.2~~$77.2 million as of December 31, ~~2021.~~2022. As of ~~September~~June 30, ~~2022, $673.5~~2023, $862.8 million, or ~~99.7%~~94.8%, of the portfolio, had gross unrealized losses of ~~$87.4~~$80.7 million. This compares to ~~$353.8~~$630.5 million, or ~~49.1%~~96.0%, of the portfolio with gross unrealized losses of ~~$7.9~~$77.5 million as of December 31, ~~2021.~~2022. The Company's unrealized loss position ~~has increased~~decreased in ~~2022~~2023 primarily driven by ~~higher long-term interest~~a rebalancing of the portfolio to more closely align it with current market rates.

Restricted Equity Securities

~~FHLBB~~FHLB of Boston and FHLB of New York Stock—The Company invests in the stock of the ~~FHLBB~~FHLB of Boston and FHLB of New York as one of the requirements to ~~borrow from the FHLBB.~~borrow. The Company generally maintains an excess balance of capital stock, which allows for additional borrowing capacity at each of the Banks. As of ~~September~~June 30, ~~2022,~~2023, the ~~Company did not have an~~ excess balance of capital stock was $1.5 million, compared to ~~a $0.1 million~~no excess balance of capital stock as of December 31, ~~2021.~~2022.

As of ~~September~~June 30, ~~2022,~~2023, the Company owned stock in the ~~FHLBB~~FHLB of Boston with a carrying value of ~~$26.3~~$47.0 million, ~~an increase~~a decrease of ~~$15.8~~$5.9 million from ~~$10.5~~$52.9 million as of December 31, ~~2021.~~2022. As of ~~September~~June 30, ~~2022,~~2023, the ~~FHLBB~~FHLB of Boston had total assets of ~~$58.9~~$63.3 billion and total capital of ~~$3.1~~$3.5 billion, of which ~~$1.7~~$1.8 billion was retained earnings. As of June 30, 2023, the Company owned stock in the FHLB of New York with a carrying value of $2.9 million. As of June 30, 2023, the FHLB of New York had total

Table of Contents

assets of $171.4 billion and total capital of $8.5 billion, of which $2.3 billion was retained earnings. The ~~FHLBB~~FHLB of Boston stated that it remained in compliance with all regulatory capital ratios as of ~~September~~June 30, ~~2022~~2023 and was classified as "adequately capitalized" by its regulator, based on the ~~FHLBB's~~FHLB of Boston's financial information as of March 31, 2023. The FHLB of New York stated that it met all of its regulatory capital requirements at June 30, ~~2022.~~2023.

Federal Reserve Bank Stock—The Company invests in the stock of the Federal Reserve Bank of Boston and the Federal Reserve Bank of New York, as a condition to the Banks' membership in the Federal Reserve System. As of ~~September~~June 30, ~~2022 and December 31, 2021,~~2023, the Company owned stock in the Federal Reserve Bank ~~of Boston~~ with a carrying value of $21.4 million. As of December 31, 2022, the Company owned stock in the Federal Reserve Bank of $18.2 million.

Other Stock—The Company invests in a small number of other restricted equity securities which includes ~~Infinex Financial Group and~~ American Financial ~~Exchange.~~Exchange and Statewide Zone. As of ~~September~~June 30, ~~2022,~~2023, the Company owned stock in other restricted equity securities with a carrying value of ~~$0.3~~$0.2 million, unchanged from December 31, ~~2021.~~2022.

Deposits

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


		At September 30, 2022						At December 31, 2021							At June 30, 2023						At December 31, 2022
		Amount		Percent of Total		Weighted Average Rate		Amount		Percent of Total		Weighted Average Rate			Amount		Percent of Total		Weighted Average Rate		Amount		Percent of Total		Weighted Average Rate
		(Dollars in Thousands)													(Dollars in Thousands)
Non-interest-bearing deposits:	Non-interest-bearing deposits:													Non-interest-bearing deposits:
Demand checking accounts	Demand checking accounts	$	1,848,562	27.4	%	—	%	$	1,888,462	26.8	%	—	%	Demand checking accounts	$	1,843,516	21.6	%	—	%	$	1,802,518	27.6	%	—	%
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
NOW accounts	NOW accounts	597,870		8.9	%	0.16	%	604,097		8.6	%	0.08	%	NOW accounts	699,119		8.2	%	0.61	%	544,118		8.3	%	0.18	%
Savings accounts	Savings accounts	824,789		12.3	%	0.47	%	915,804		13.0	%	0.09	%	Savings accounts	1,464,054		17.2	%	2.02	%	762,271		11.7	%	0.70	%
Money market accounts	Money market accounts	2,405,680		35.7	%	0.98	%	2,358,306		33.4	%	0.26	%	Money market accounts	2,166,570		25.4	%	2.77	%	2,174,952		33.4	%	1.63	%
Certificate of deposit accounts	Certificate of deposit accounts	924,771		13.7	%	0.91	%	1,117,695		15.9	%	0.71	%	Certificate of deposit accounts	1,410,905		16.6	%	3.06	%	928,143		14.2	%	1.68	%
Brokered deposit accounts	Brokered deposit accounts	133,933		2.0	%	0.77	%	165,542		2.3	%	0.04	%	Brokered deposit accounts	932,849		11.0	%	4.25	%	310,144		4.8	%	3.00	%
Total interest-bearing deposits	Total interest-bearing deposits	4,887,043		72.6	%	0.78	%	5,161,444		73.2	%	0.30	%	Total interest-bearing deposits	6,673,497		78.4	%	2.65	%	4,719,628		72.4	%	1.41	%
Total deposits	Total deposits	$	6,735,605	100.0	%	0.56	%	$	7,049,906	100.0	%	0.22	%	Total deposits	$	8,517,013	100.0	%	2.08	%	$	6,522,146	100.0	%	1.02	%

Total deposits ~~decreased $314.3 million~~increased $2.0 billion to ~~$6.7~~$8.5 billion as of ~~September~~June 30, ~~2022,~~2023, compared to ~~$7.0~~$6.5 billion as of December 31, ~~2021.~~2022. Deposits as a percentage of total assets ~~decreased~~increased to ~~77.5%~~76.0% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~82.0%~~71.0% as of December 31, ~~2021.~~2022.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, core deposits ~~decreased $89.8~~increased $889.4 million. The ratio of core deposits to total deposits ~~increased~~decreased from ~~81.8%~~81.0% as of December 31, ~~2021~~2022 to ~~84.3%~~72.5% as of ~~September~~June 30, ~~2022,~~2023, primarily due to ~~an increase~~a decrease in percentage of money market accounts and ~~a decrease in all other deposit account types.~~demand checking accounts to total deposits.

Certificate of deposit accounts ~~decreased $0.2~~increased $0.5 billion to $1.4 billion as of June 30, 2023, compared to $0.9 billion as of ~~September 30, 2022, compared to $1.1 billion as of~~ December 31, ~~2021.~~2022. Certificate of deposit accounts ~~decreased~~increased as a percentage of total deposits to ~~13.7%~~16.6% as of ~~September~~June 30, ~~2022~~2023 from ~~15.9%~~14.2% as of December 31, ~~2021.~~

~~Table of Contents~~

2022.

Brokered deposits ~~decreased $31.6~~increased $622.7 million to ~~$133.9~~$932.8 million as of ~~September~~June 30, ~~2022,~~2023, compared to ~~$165.5~~$310.1 million as of December 31, ~~2021.~~2022. Brokered deposits ~~decreased~~increased as a percentage of total deposits to ~~2.0%~~11.0% as of ~~September~~June 30, ~~2022~~2023 from ~~2.3%~~4.8% as of December 31, ~~2021.~~2022. The ~~decrease~~increase in brokered deposits was driven by the ~~balance~~purchase of brokered ~~NOW accounts.~~certificates of deposit. 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 total amount of brokered deposits the Company may hold to 15% of total assets.

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,
2022 2021
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 $ 1,908,459 27.6 % — % $ 1,827,501 26.6 % — %
NOW accounts 607,210 8.8 % 0.38 % 502,093 7.3 % 0.09 %
Savings accounts 881,988 12.8 % 0.30 % 785,657 11.4 % 0.12 %
Money market accounts 2,423,920 35.1 % 0.66 % 2,387,080 34.7 % 0.27 %
Total core deposits 5,821,577 84.3 % 0.36 % 5,502,331 80.0 % 0.14 %
Certificate of deposit accounts 964,112 14.0 % 0.74 % 1,160,113 16.9 % 0.83 %
Brokered deposit accounts 117,058 1.7 % 0.92 % 216,112 3.1 % 0.30 %
Total deposits $ 6,902,747 100.0 % 0.43 % $ 6,878,556 100.0 % 0.27 %

Table of Contents


	Three Months Ended June 30,
	2023						2022
	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	$	1,849,393	21.8	%	—	%	$	1,886,284	27.0	%	—	%
NOW accounts	735,001		8.7	%	0.58	%	612,439		8.8	%	0.14	%
Savings accounts	1,374,337		16.2	%	1.73	%	930,957		13.3	%	0.09	%
Money market accounts	2,140,522		25.3	%	2.62	%	2,429,043		34.7	%	0.34	%
Total core deposits	6,099,253		72.0	%	1.38	%	5,858,723		83.8	%	0.13	%
Certificate of deposit accounts	1,390,913		16.5	%	2.89	%	1,018,471		14.6	%	0.67	%
Brokered deposit accounts	975,700		11.5	%	5.00	%	115,535		1.7	%	0.30	%
Total deposits	$	8,465,866	100.0	%	2.04	%	$	6,992,729	100.0	%	0.24	%

Nine Months Ended September 30,
2022 2021
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 $ 1,891,698 27.1 % — % $ 1,752,640 25.4 % — %
NOW accounts 603,243 8.6 % 0.20 % 493,378 7.2 % 0.11 %
Savings accounts 915,185 13.1 % 0.16 % 757,864 11.0 % 0.13 %
Money market accounts 2,423,207 34.8 % 0.42 % 2,240,968 32.5 % 0.27 %
Total core deposits 5,833,333 83.6 % 0.22 % 5,244,850 76.1 % 0.15 %
Certificate of deposit accounts 1,024,303 14.7 % 0.70 % 1,237,682 17.9 % 1.05 %
Brokered deposit accounts 121,724 1.7 % 0.45 % 413,588 6.0 % 0.40 %
Total deposits $ 6,979,360 100.0 % 0.29 % $ 6,896,120 100.0 % 0.32 %



	Six Months Ended June 30,
	2023						2022
	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	$	1,889,554	22.7	%	—	%	$	1,883,179	26.8	%	—	%
NOW accounts	772,459		9.3	%	0.51	%	601,227		8.6	%	0.11	%
Savings accounts	1,267,762		15.3	%	1.34	%	932,059		13.3	%	0.09	%
Money market accounts	2,252,755		27.2	%	2.34	%	2,422,845		34.5	%	0.30	%
Total core deposits	6,182,530		74.4	%	1.18	%	5,839,310		83.2	%	0.15	%
Certificate of deposit accounts	1,368,959		16.5	%	2.57	%	1,054,897		15.0	%	0.68	%
Brokered deposit accounts	756,332		9.1	%	4.93	%	124,096		1.8	%	0.23	%
Total deposits	$	8,307,821	100.0	%	1.75	%	$	7,018,303	100.0	%	0.23	%

6472

Table of Contents

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had outstanding certificates of deposit of $250,000 or more, maturing as follows:


		At September 30, 2022				At December 31, 2021					At June 30, 2023				At December 31, 2022
		Amount		Weighted Average Rate		Amount		Weighted Average Rate			Amount		Weighted Average Rate		Amount		Weighted Average Rate
		(Dollars in Thousands)									(Dollars in Thousands)
Maturity period:	Maturity period:									Maturity period:
Six months or less		$	159,084	0.73	%	$	182,082	0.58	%
Over six months through 12 months		55,105		1.19	%	125,888		0.66	%
Three months or less										Three months or less	$	96,145	2.98	%	$	66,092	1.00	%
Over 3 months through 6 months										Over 3 months through 6 months	66,659		3.26	%	42,008		1.83	%
Over 6 months through 12 months										Over 6 months through 12 months	192,077		3.63	%	62,489		1.82	%
Over 12 months	Over 12 months	51,197		1.88	%	51,377		1.86	%	Over 12 months	53,229		3.73	%	101,654		2.96	%
Total certificate of deposit of $250,000 or more	Total certificate of deposit of $250,000 or more	$	265,386	1.05	%	$	359,347	0.79	%	Total certificate of deposit of $250,000 or more	$	408,110	3.43	%	$	272,243	2.05	%

The following table presents the Company's insured and uninsured deposit mix at the date indicated.


	At June 30, 2023
	(Dollars in Millions)
	Commercial			Consumer			Municipal			Brokered			Total			%
Insured or Collateralized	$	1,850		$	2,944		$	307		$	933		$	6,034		71	%
Uninsured	1,495			1,022			—			—			2,517			29	%
Total	$	3,345		$	3,966		$	307		$	933		$	8,551		100	%
Composition	39		%	46		%	4		%	11		%	100		%

The collateral balances in the table above represent municipal deposit accounts which are covered by specific collateral and FHLB letters of credit. The remaining deposits are insured with the FDIC or via reciprocal products.

Borrowed Funds

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021				2023			2022			2023			2022
		(Dollars in Thousands)													(Dollars in Thousands)
Borrowed funds:	Borrowed funds:													Borrowed funds:
Average balance outstanding	Average balance outstanding	$	504,848		$	279,263		$	399,379		$	449,302		Average balance outstanding	$	1,362,418		$	373,362		$	1,434,352		$	345,771
Maximum amount outstanding at any month-end during the period	Maximum amount outstanding at any month-end during the period	758,768			308,120			758,768			686,346			Maximum amount outstanding at any month-end during the period	1,509,166			478,200			1,630,102			478,200
Balance outstanding at end of period	Balance outstanding at end of period	758,768			267,539			758,768			267,539			Balance outstanding at end of period	1,226,270			478,200			1,226,270			478,200
Weighted average interest rate for the period	Weighted average interest rate for the period	2.53		%	3.40		%	2.19		%	2.06		%	Weighted average interest rate for the period	4.70		%	1.99		%	4.62		%	1.94		%
Weighted average interest rate at end of period	Weighted average interest rate at end of period	3.17		%	2.22		%	3.17		%	2.22		%	Weighted average interest rate at end of period	4.74		%	2.22		%	4.74		%	2.22		%

Advances from the ~~FHLBB~~FHLB Boston and FHLB New York

On a long-term basis, the Company intends to continue to increase its core deposits. The Company also uses ~~FHLBB~~FHLB borrowings and other wholesale ~~borrowing~~borrowings as part of the Company's overall strategy to fund loan growth and manage ~~interest-rate~~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~~FHLBs will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the ~~FHLBB.~~FHLBs.

~~FHLBB~~FHLB borrowings ~~increased $410.0~~decreased $194.4 million to ~~$557.9 million~~$1.0 billion as of ~~September~~June 30, ~~2022 from the~~2023 with a total capacity of $2.4 billion. As of December 31, ~~2021 balance~~2022, FHLB borrowings stood at $1.2 billion with a total capacity of ~~$147.9 million.~~$1.7 billion.

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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.

~~Table of Contents~~

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,
2022

December 31, 2021

Issue Date

Rate

Maturity Date

Next Call Date

June 30,
2023

December 31, 2022

(Dollars in Thousands)

June 26, 2003

Variable;
3-month LIBOR + 3.10%

June 26, 2033

December 25, 2022

4,882

4,868

June 26, 2003

Variable;
3-month LIBOR + 3.10%

June 26, 2033

September 25, 2023

4,896

4,887

March 17, 2004

Variable;
3-month LIBOR + 2.79%

March 17, 2034

December 18, 2022

4,824

4,802

March 17, 2004

Variable;
3-month LIBOR + 2.79%

March 17, 2034

September 17, 2023

4,843

4,830

September 15, 2014

6.0% Fixed-to-Variable;
3-month LIBOR + 3.315%

September 15, 2029

September 15, 2024

74,302

74,227

September 15, 2014

6.0% Fixed-to-Variable;
3-month LIBOR + 3.315%

September 15, 2029

September 15, 2024

74,377

74,327

Total

84,008

83,897

Total

84,116

84,044

The above carrying amounts of the subordinated debentures included $0.3 million of accretion adjustments and ~~$0.7~~$0.6 million of capitalized debt issuance costs as of ~~September~~June 30, ~~2022.~~2023. This compares to $0.3 million of accretion adjustments and ~~$0.8~~$0.7 million of capitalized debt issuance costs as of December 31, ~~2021.~~2022.

Other Borrowed Funds

In addition to advances from the ~~FHLBB~~FHLB 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 ~~$48.6~~$1.0 million to ~~$46.9~~$51.1 million as of ~~September~~June 30, ~~2022~~2023 from ~~$95.5~~$52.0 million as of December 31, ~~2021.~~2022.

The Company has access to a $30.0 million committed line of credit as of ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company did not have any borrowings on this committed line of credit.

The Banks also have access to funding through several uncommitted lines of credit of ~~$691.0~~$605.0 million. As of ~~September~~June 30, 2023 and December 31, 2022, the Company ~~had $70.0 million~~did not have any borrowings on outstanding uncommitted lines of ~~credit compared to $30.0 million as of December 31, 2021.~~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 uses interest rate futures that are designated and qualify as cash flow hedging instruments.

The following table summarizes certain information concerning the Company's loan level derivatives, interest rate derivatives, risk participation agreements, and foreign exchange contracts at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


		At September 30, 2022			At December 31, 2021				At June 30, 2023			At December 31, 2022
		(Dollars in Thousands)							(Dollars in Thousands)
Interest rate derivatives (Notional amounts):								Interest rate derivatives (Notional amounts):	$	225,000		$	150,000
Loan level derivatives (Notional principal amounts):	Loan level derivatives (Notional principal amounts):							Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable	Receive fixed, pay variable	$	1,485,313		$	1,324,608		Receive fixed, pay variable	$	1,762,448		$	1,489,709
Pay fixed, receive variable	Pay fixed, receive variable	1,485,313			1,324,608			Pay fixed, receive variable	1,762,448			1,489,709
Risk participation-out agreements	Risk participation-out agreements	370,437			288,374			Risk participation-out agreements	510,611			393,624
Risk participation-in agreements	Risk participation-in agreements	75,678			77,016			Risk participation-in agreements	74,293			75,223
Foreign exchange contracts (Notional amounts):	Foreign exchange contracts (Notional amounts):							Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	$	4,270		$	2,004		Buys foreign currency, sells U.S. currency	$	2,283		$	2,383
Sells foreign currency, buys U.S. currency	Sells foreign currency, buys U.S. currency	4,282			2,006			Sells foreign currency, buys U.S. currency	2,300			2,400
Fixed weighted average interest rate from the Company to counterparty	Fixed weighted average interest rate from the Company to counterparty	2.62		%	2.85		%	Fixed weighted average interest rate from the Company to counterparty	2.88		%	2.65		%
Floating weighted average interest rate from counterparty to the Company	Floating weighted average interest rate from counterparty to the Company	3.45		%	0.78		%	Floating weighted average interest rate from counterparty to the Company	5.49		%	4.68		%
Weighted average remaining term to maturity (in months)	Weighted average remaining term to maturity (in months)	71			82			Weighted average remaining term to maturity (in months)	80			69
Fair value:	Fair value:							Fair value:
Recognized as an asset:	Recognized as an asset:							Recognized as an asset:

Interest rate derivatives	Interest rate derivatives	$	15		$	43		Interest rate derivatives	$	—		$	34

Loan level derivatives	Loan level derivatives	114,159			73,462			Loan level derivatives	126,985			108,963
Risk participation-out agreements	Risk participation-out agreements	292			1,236			Risk participation-out agreements	1,561			347
Foreign exchange contracts	Foreign exchange contracts	145			9			Foreign exchange contracts	415			130
Recognized as a liability:	Recognized as a liability:							Recognized as a liability:

Interest rate derivatives	Interest rate derivatives	$	2,879		$	1		Interest rate derivatives	$	5,842		$	3,170
Loan level derivatives	Loan level derivatives	114,159			73,462			Loan level derivatives	126,985			108,963
Risk participation-in agreements	Risk participation-in agreements	31			207			Risk participation-in agreements	22			31
Foreign exchange contracts	Foreign exchange contracts	128			7			Foreign exchange contracts	398			112

Stockholders' Equity and Dividends

The Company's total stockholders' equity was ~~$963.6 million~~$1.2 billion as of ~~September~~June 30, ~~2022,~~2023, representing a ~~$31.7~~$170.2 million ~~decrease~~increase compared to ~~$995.3~~$992.1 million at December 31, ~~2021.~~2022. The ~~decrease~~increase for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, primarily reflects the ~~unrealized loss on securities available-for-sale~~PCSB purchase of ~~$68.0~~$167 million ~~dividends paid by the Company of $29.7 million, partially offset by~~and net income attributable to the Company of ~~$80.0~~$29.4 million, partially offset by dividends paid by the Company of $24 million.

Stockholders' equity represented ~~11.08%~~10.37% of total assets as of ~~September~~June 30, ~~2022~~2023 and ~~11.57%~~10.80% of total assets as of December 31, ~~2021.~~2022. Tangible stockholders' equity (total stockholders' equity less goodwill and identified intangible assets, net) represented ~~9.39%~~8.16% of tangible assets (total assets less goodwill and identified intangible assets, net) as of ~~September~~June 30, ~~2022~~2023 and ~~9.87%~~9.20% as of December 31, ~~2021.~~2022.

On November 10, 2021, the Company's Board of Directors (the "Board") approved a stock repurchase program authorizing management to repurchase up to $20.0 million of the Company's common stock, commencing on November 15, 2021 and ending on December 31, 2022. On June 24, 2022, the Company suspended the program. As of June 24, 2022, 956,341 shares of the Company's common stock were repurchased by the Company at a weighted average price of $14.41. ~~On June 24, 2022, the Company suspended the program.~~

~~The dividend payout ratio was 33.07% for the three months ended September 30, 2022, compared to 32.54% for the same period in 2021.~~

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The dividend payout ratio was 54.78% for the three months ended June 30, 2023, compared to 39.81% for the same period in 2022.

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 on, 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 ~~$7.3~~$14.2 million to ~~$78.0~~$86.0 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$70.7~~$71.9 million for the three months ended ~~September~~June 30, ~~2021.~~2022. This increase reflects a ~~$10.0~~$58.0 million increase in interest income on loans and leases, along with a ~~$0.9~~$9.3 million increase in interest income on ~~investment~~debt securities, ~~and~~ short term investments and restricted equity securities, offset by a ~~$3.6~~$53.2 million increase in interest expense on deposits and borrowings, which is reflective of the rising interest rate environment. Refer to “Results of Operations - Comparison of the Three-Month Period Ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021~~2022 — Interest Income” and “Results of Operations - Comparison of the Three-Month Period Ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021~~2022 — Interest Expense -Deposit and Borrowed Funds” below for more details.

Net interest income increased ~~$8.8~~$30.4 million to ~~$219.7~~$172.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$210.9~~$141.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This overall increase reflects a ~~$6.0~~$108.2 million increase in interest income on loans and leases and a ~~$1.2~~$16.5 million increase in interest income on ~~investment securities and short term~~ investments, ~~and~~offset by a ~~$1.6~~$94.4 million ~~decrease~~increase in interest expense on deposit and borrowings, which is reflective of the ~~various portfolios repricing and replacing balances into the current~~rising interest rate environment. Refer to “Results of Operations - Comparison of the ~~Nine-Month~~Six-Month Period Ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021~~2022 — Interest Income” and “Results of Operations - Comparison of the ~~Nine-Month~~Six-Month Period Ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021~~2022 — Interest Expense Deposit and Borrowed Funds” below for more details.

Net interest margin ~~increased~~decreased by 2730 basis points to ~~3.80%~~3.26% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~3.53%~~3.56% for the three months ended ~~September~~June 30, ~~2021. Excluding PPP loans, net interest margin increased by 45 basis points to 3.80% for the three months ended September 30, 2022 from 3.35% for three months ended September 30, 2021.~~2022. The Company's weighted average interest rate on loans (prior to purchase accounting adjustments) increased to ~~4.60%~~5.70% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~4.26%~~4.11% for the three months ended ~~September~~June 30, ~~2021.~~2022.

Net interest margin ~~increased~~decreased by 1422 basis points to ~~3.62%~~3.31% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~3.48%~~3.53% for the ~~nine~~six months ended ~~September~~June 30, ~~2021. Excluding PPP loans, net interest margin increased by 27 basis points to 3.60% for the nine months ended September 30, 2022 from 3.33% for nine months ended September 30, 2021.~~2022. The Company's weighted average interest rate on loans (prior to purchase accounting adjustments) increased to ~~4.24%~~5.52% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~4.20%~~4.05% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

The yield on interest-earning assets increased to 5.49% for the three months ended June 30, 2023 from 3.86% for the three months ended June 30, 2022. The increase is the result of higher yields on loans and leases and investments. During the three

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months ended June 30, 2023, the Company recorded $0.7 million in prepayment penalties and late charges, which contributed 3 basis points to yields on interest-earning assets, compared to $1.0 million, or 5 basis points, for the three months ended June 30, 2022.

The yield on interest-earning assets increased to ~~4.35%~~5.30% for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~3.91%~~3.78% for the ~~three~~six months ended ~~September~~June 30, ~~2021.~~2022. The increase is primarily due to higher yields on loans and leases and ~~investments, partially offset by lower fee income from PPP loans.~~investments. During the ~~three~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company recorded ~~$1.0~~$1.4 million in prepayment penalties and late charges, which contributed 53 basis points to yields on interest-earning assets, compared to ~~$1.6 million, or 8 basis points, for the three months ended September 30, 2021.~~

The yield on interest-earning assets increased to 3.97% for the nine months ended September 30, 2022 from 3.86% for the nine months ended September 30, 2021. The increase is primarily due to higher yields on loans and leases and investments, partially offset by lower fee income from PPP loans. During the nine months ended September 30, 2022, the Company recorded $3.5$2.5 million in prepayment penalties and late charges, which contributed 6 basis points to yields on interest-earning assets ~~compared to $4.2 million in prepayment penalties and late charges, which contributed 7 basis points to yields on interest-earning assets~~ in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

The overall cost of funds (including non-interest-bearing demand checking accounts) increased 18208 basis points to ~~0.57%~~2.41% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~0.39%~~0.33% for the three months ended ~~September~~June 30, ~~2021.~~2022. The overall cost of funds (including non-interest-bearing demand checking accounts) ~~decreased 3~~increased 187 basis points to ~~0.40%~~2.18% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~0.43%~~0.31% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Refer to "Financial Condition - Borrowed Funds" above for more details.Refer to "Financial Condition - Borrowed Funds" above for more details.

Management seeks to position the balance sheet to be neutral to asset sensitive changes in interest rates. From 2017 through 2019, short term interest rates rose while at the same time net interest income, net interest spread, and net interest margin also increased. During 2020, interest rates declined sharply in response to the economic impact of the COVID-19 pandemic, and ~~started~~began to ~~rise~~increase in the first quarter of 2022. In ~~general,~~recent months, the ~~Company's balance sheet position should respond~~Treasury yield curve has inverted and flattened at the long end. Short term rates have risen sharply due to multiple rate hikes implemented by the FRB. The shape of the curve indicates rates will begin to decline within a year and flatten around the 7-year mark. The short term increase in rates positively ~~in a rising interest rate environment and when~~affected the ~~rate curves are steepening, which should result in a positive impact to~~Company's net interest income, net interest spread, and net interest margin initially. In the first six months of 2023 and as expected in the near term, the net interest ~~margin. A declining interest rate or flattening yield curve environment~~margin is expected to ~~have~~compress as deposit pricing "catches up" and investable funds migrate among depository and non-depository categories. Management expects this to persist for a ~~negative impact on~~quarter or two after the ~~Company's yields and~~Federal Reserve stops increasing rates after which time net interest ~~margin. Due~~margin is expected to ~~among other factors, ongoing pricing pressures in~~stabilize and then increase as loans continue to reprice into the loan and deposit portfolios, 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 is included in interest income and interest expense, respectively.higher rate environment.

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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021.~~2022. 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													Three Months Ended
		September 30, 2022						September 30, 2021							June 30, 2023						June 30, 2022
		Average Balance		Interest (1)		Average Yield/ Cost		Average Balance		Interest (1)		Average Yield/ Cost			Average Balance		Interest (1)		Average Yield/ Cost		Average Balance		Interest (1)		Average Yield/ Cost
		(Dollars in Thousands)													(Dollars in Thousands)
Assets:	Assets:													Assets:
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Debt securities	Debt securities	$	714,226	$	3,337	1.87	%	$	713,593	$	2,967	1.66	%	Debt securities	$	1,000,440	$	8,091	3.23	%	$	726,374	$	3,249	1.79	%
Marketable and restricted equity securities	Marketable and restricted equity securities	36,525		467		5.12	%	28,877		313		4.33	%	Marketable and restricted equity securities	77,364		1,673		8.65	%	30,461		337		4.42	%
Short-term investments	Short-term investments	66,257		464		2.80	%	220,110		83		0.15	%	Short-term investments	229,474		3,351		5.84	%	99,905		156		0.62	%
Total investments	Total investments	817,008		4,268		2.09	%	962,580		3,363		1.40	%	Total investments	1,307,278		13,115		4.01	%	856,740		3,742		1.75	%
Commercial real estate loans (2)	Commercial real estate loans (2)	4,239,155		44,729		4.13	%	3,851,677		35,124		3.57	%	Commercial real estate loans (2)	5,640,491		79,582		5.58	%	4,220,257		38,967		3.65	%
Commercial loans (2)	Commercial loans (2)	731,095		8,492		4.55	%	901,862		11,715		5.09	%	Commercial loans (2)	913,732		13,502		5.85	%	695,365		7,074		4.03	%
Equipment financing (2)	Equipment financing (2)	1,157,829		19,042		6.58	%	1,079,059		17,725		6.57	%	Equipment financing (2)	1,253,199		22,357		7.14	%	1,129,606		17,897		6.34	%
Residential mortgage loans (2)		826,969		7,560		3.66	%	788,874		6,989		3.54	%
Other consumer loans (2)		379,999		4,605		4.80	%	364,914		2,830		3.07	%

Consumer loans (2)														Consumer loans (2)	1,482,799		16,903		4.56	%	1,195,051		10,397		3.48	%
Total loans and leases	Total loans and leases	7,335,047		84,428		4.60	%	6,986,386		74,383		4.26	%	Total loans and leases	9,290,221		132,344		5.70	%	7,240,279		74,335		4.11	%
Total interest-earning assets	Total interest-earning assets	8,152,055		88,696		4.35	%	7,948,966		77,746		3.91	%	Total interest-earning assets	10,597,499		145,459		5.49	%	8,097,019		78,077		3.86	%
Allowance for loan and lease losses	Allowance for loan and lease losses	(93,520)						(108,719)						Allowance for loan and lease losses	(121,886)						(94,780)
Non-interest-earning assets	Non-interest-earning assets	527,885						520,388						Non-interest-earning assets	797,059						513,091
Total assets	Total assets	$	8,586,420					$	8,360,635					Total assets	$	11,272,672					$	8,515,330
Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:													Liabilities and Stockholders' Equity:
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
NOW accounts	NOW accounts	$	607,210	579		0.38	%	$	502,093	116		0.09	%	NOW accounts	$	735,001	1,069		0.58	%	$	612,439	216		0.14	%
Savings accounts	Savings accounts	881,988		664		0.30	%	785,657		248		0.12	%	Savings accounts	1,374,337		5,917		1.73	%	930,957		211		0.09	%
Money market accounts	Money market accounts	2,423,920		4,038		0.66	%	2,387,080		1,616		0.27	%	Money market accounts	2,140,522		13,989		2.62	%	2,429,043		2,073		0.34	%
Certificate of deposit accounts	Certificate of deposit accounts	964,112		1,803		0.74	%	1,160,113		2,430		0.83	%	Certificate of deposit accounts	1,390,913		10,021		2.89	%	1,018,471		1,694		0.67	%
Brokered deposit accounts	Brokered deposit accounts	117,058		270		0.92	%	216,112		161		0.30	%	Brokered deposit accounts	975,700		12,151		5.00	%	115,535		88		0.30	%
Total interest-bearing deposits (3)	Total interest-bearing deposits (3)	4,994,288		7,354		0.58	%	5,051,055		4,571		0.36	%	Total interest-bearing deposits (3)	6,616,473		43,147		2.62	%	5,106,445		4,282		0.34	%
Advances from the FHLBB		331,840		1,700		2.00	%	119,043		1,152		3.79	%
Advances from the FHLB														Advances from the FHLB	1,191,424		14,287		4.74	%	183,047		489		1.06	%
Subordinated debentures and notes	Subordinated debentures and notes	83,989		1,295		6.17	%	83,840		1,242		5.92	%	Subordinated debentures and notes	84,098		1,363		6.49	%	83,952		1,262		6.02	%
Other borrowed funds	Other borrowed funds	89,019		268		1.20	%	76,380		33		0.17	%	Other borrowed funds	86,896		523		2.41	%	106,363		129		0.48	%
Total borrowed funds	Total borrowed funds	504,848		3,263		2.53	%	279,263		2,427		3.40	%	Total borrowed funds	1,362,418		16,173		4.70	%	373,362		1,880		1.99	%
Total interest-bearing liabilities	Total interest-bearing liabilities	5,499,136		10,617		0.77	%	5,330,318		6,998		0.52	%	Total interest-bearing liabilities	7,978,891		59,320		2.98	%	5,479,807		6,162		0.45	%
Non-interest-bearing liabilities:	Non-interest-bearing liabilities:													Non-interest-bearing liabilities:
Non-interest-bearing demand checking accounts (3)	Non-interest-bearing demand checking accounts (3)	1,908,459						1,827,501						Non-interest-bearing demand checking accounts (3)	1,849,393						1,886,284
Other non-interest-bearing liabilities	Other non-interest-bearing liabilities	197,446						224,445						Other non-interest-bearing liabilities	270,221						173,072
Total liabilities	Total liabilities	7,605,041						7,382,264						Total liabilities	10,098,505						7,539,163
Total stockholders' equity	Total stockholders' equity	981,379						978,371						Total stockholders' equity	1,174,167						976,167

Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	8,586,420					$	8,360,635					Total liabilities and stockholders' equity	$	11,272,672					$	8,515,330
Net interest income (tax-equivalent basis) / Interest-rate spread (4)	Net interest income (tax-equivalent basis) / Interest-rate spread (4)			78,079		3.58	%			70,748		3.39	%	Net interest income (tax-equivalent basis) / Interest-rate spread (4)			86,139		2.51	%			71,915		3.41	%
Less adjustment of tax-exempt income	Less adjustment of tax-exempt income			53						51				Less adjustment of tax-exempt income			102						48
Net interest income	Net interest income			$	78,026					$	70,697			Net interest income			$	86,037					$	71,867
Net interest margin (5)	Net interest margin (5)					3.80	%					3.53	%	Net interest margin (5)					3.26	%					3.56	%

(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 ~~0.42%~~2.04% and ~~0.26%~~0.25% in the three months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021,~~2022, 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.

7078

Table of Contents


		Nine Months Ended													Six Months Ended
		September 30, 2022						September 30, 2021							June 30, 2023						June 30, 2022
		Average Balance		Interest (1)		Average Yield/ Cost		Average Balance		Interest (1)		Average Yield/ Cost			Average Balance		Interest (1)		Average Yield/ Cost		Average Balance		Interest (1)		Average Yield/ Cost
		(Dollars in Thousands)													(Dollars in Thousands)
Assets:	Assets:													Assets:
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Debt securities	Debt securities	$	720,266	$	9,582	1.77	%	$	729,623	$	9,206	1.68	%	Debt securities	$	1,014,675	$	16,065	3.17	%	$	723,336	$	6,245	1.73	%
Marketable and restricted equity securities	Marketable and restricted equity securities	31,663		1,132		4.77	%	36,451		847		3.10	%	Marketable and restricted equity securities	77,139		2,928		7.59	%	29,192		665		4.55	%
Short-term investments	Short-term investments	119,083		686		0.77	%	215,496		164		0.10	%	Short-term investments	188,790		4,846		5.13	%	145,934		222		0.30	%
Total investments	Total investments	871,012		11,400		1.75	%	981,570		10,217		1.39	%	Total investments	1,280,604		23,839		3.72	%	898,462		7,132		1.59	%
Commercial real estate loans (2)	Commercial real estate loans (2)	4,204,260		119,723		3.76	%	3,806,405		103,689		3.59	%	Commercial real estate loans (2)	5,610,401		147,249		5.22	%	4,186,523		74,994		3.56	%
Commercial loans (2)	Commercial loans (2)	727,333		23,564		4.28	%	1,087,924		37,501		4.55	%	Commercial loans (2)	903,185		27,519		6.06	%	725,422		15,072		4.13	%
Equipment financing (2)	Equipment financing (2)	1,131,069		54,951		6.48	%	1,077,522		53,731		6.65	%	Equipment financing (2)	1,240,031		43,570		7.03	%	1,117,467		35,909		6.43	%
Residential mortgage loans (2)		816,992		21,675		3.54	%	786,015		21,148		3.59	%
Other consumer loans (2)		374,302		10,629		3.79	%	369,744		8,458		3.05	%

Consumer loans (2)														Consumer loans (2)	1,467,521		35,973		4.91	%	1,183,328		20,139		3.41	%
Total loans and leases	Total loans and leases	7,253,956		230,542		4.24	%	7,127,610		224,527		4.20	%	Total loans and leases	9,221,138		254,311		5.52	%	7,212,740		146,114		4.05	%
Total interest-earning assets	Total interest-earning assets	8,124,968		241,942		3.97	%	8,109,180		234,744		3.86	%	Total interest-earning assets	10,501,742		278,150		5.30	%	8,111,202		153,246		3.78	%
Allowance for loan and lease losses	Allowance for loan and lease losses	(95,733)						(111,936)						Allowance for loan and lease losses	(118,174)						(96,858)
Non-interest-earning assets	Non-interest-earning assets	515,234						539,816						Non-interest-earning assets	818,703						508,802
Total assets	Total assets	$	8,544,469					$	8,537,060					Total assets	$	11,202,271					$	8,523,146
Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:													Liabilities and Stockholders' Equity:
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing deposits:	Interest-bearing deposits:													Interest-bearing deposits:
NOW accounts	NOW accounts	$	603,243	898		0.20	%	$	493,378	392		0.11	%	NOW accounts	$	772,459	1,970		0.51	%	$	601,227	319		0.11	%
Savings accounts	Savings accounts	915,185		1,073		0.16	%	757,864		731		0.13	%	Savings accounts	1,267,762		8,431		1.34	%	932,059		409		0.09	%
Money market accounts	Money market accounts	2,423,207		7,681		0.42	%	2,240,968		4,599		0.27	%	Money market accounts	2,252,755		26,129		2.34	%	2,422,845		3,643		0.30	%
Certificate of deposit accounts	Certificate of deposit accounts	1,024,303		5,345		0.70	%	1,237,682		9,686		1.05	%	Certificate of deposit accounts	1,368,959		17,477		2.57	%	1,054,897		3,542		0.68	%
Brokered deposit accounts	Brokered deposit accounts	121,724		410		0.45	%	413,588		1,250		0.40	%	Brokered deposit accounts	756,332		18,508		4.93	%	124,096		140		0.23	%
Total interest-bearing deposits (3)	Total interest-bearing deposits (3)	5,087,662		15,407		0.40	%	5,143,480		16,658		0.43	%	Total interest-bearing deposits (3)	6,418,267		72,515		2.28	%	5,135,124		8,053		0.32	%
Advances from the FHLBB	Advances from the FHLBB	207,090		2,376		1.51	%	284,540		3,185		1.48	%	Advances from the FHLBB	1,227,772		28,818		4.67	%	143,681		676		0.94	%
Subordinated debentures and notes	Subordinated debentures and notes	83,952		3,801		6.04	%	83,802		3,726		5.93	%	Subordinated debentures and notes	84,080		2,717		6.46	%	83,934		2,506		5.97	%
Other borrowed funds	Other borrowed funds	108,337		458		0.57	%	80,960		103		0.17	%	Other borrowed funds	122,500		1,772		2.92	%	118,156		190		0.32	%
Total borrowed funds	Total borrowed funds	399,379		6,635		2.19	%	449,302		7,014		2.06	%	Total borrowed funds	1,434,352		33,307		4.62	%	345,771		3,372		1.94	%
Total interest-bearing liabilities	Total interest-bearing liabilities	5,487,041		22,042		0.54	%	5,592,782		23,672		0.57	%	Total interest-bearing liabilities	7,852,619		105,822		2.72	%	5,480,895		11,425		0.42	%
Non-interest-bearing liabilities:	Non-interest-bearing liabilities:													Non-interest-bearing liabilities:
Non-interest-bearing demand checking accounts (3)	Non-interest-bearing demand checking accounts (3)	1,891,698						1,752,640						Non-interest-bearing demand checking accounts (3)	1,889,554						1,883,179
Other non-interest-bearing liabilities	Other non-interest-bearing liabilities	180,842						230,834						Other non-interest-bearing liabilities	293,157						172,400
Total liabilities	Total liabilities	7,559,581						7,576,256						Total liabilities	10,035,330						7,536,474
Total stockholders' equity	Total stockholders' equity	984,888						960,804						Total stockholders' equity	1,166,941						986,672

Noncontrolling interest in subsidiary														Noncontrolling interest in subsidiary	—						—
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	8,544,469					$	8,537,060					Total liabilities and stockholders' equity	$	11,202,271					$	8,523,146
Net interest income (tax-equivalent basis) / Interest-rate spread (4)	Net interest income (tax-equivalent basis) / Interest-rate spread (4)			219,900		3.43	%			211,072		3.29	%	Net interest income (tax-equivalent basis) / Interest-rate spread (4)			172,328		2.58	%			141,821		3.36	%
Less adjustment of tax-exempt income	Less adjustment of tax-exempt income			159						160				Less adjustment of tax-exempt income			242						106
Net interest income	Net interest income			$	219,741					$	210,912			Net interest income			$	172,086					$	141,715
Net interest margin (5)	Net interest margin (5)					3.62	%					3.48	%	Net interest margin (5)					3.31	%					3.53	%

(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 ~~0.30%~~1.76% and ~~0.32%~~0.23% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~September~~June 30, ~~2021,~~2022, 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.~~assets

7179

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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, 2022 as Compared to the Three Months Ended September 30, 2021						Nine Months Ended September 30, 2022 as Compared to the Nine Months Ended September 30, 2021							Three Months Ended June 30, 2023 as Compared to the Three Months Ended June 30, 2022						Six Months Ended June 30, 2023 as Compared to the Six Months Ended June 30, 2022
		Increase (Decrease) Due To						Increase (Decrease) Due To							Increase (Decrease) Due To						Increase (Decrease) Due To
		Volume		Rate		Net Change		Volume		Rate		Net Change			Volume		Rate		Net Change		Volume		Rate		Net Change
		(In Thousands)													(In Thousands)
Interest and dividend income:	Interest and dividend income:													Interest and dividend income:
Investments:	Investments:													Investments:
Debt securities	Debt securities	$	3	$	367	$	370	$	(117)	$	493	$	376	Debt securities	$	1,546	$	3,296	$	4,842	$	3,202	$	6,618	$	9,820
Marketable and restricted equity securities	Marketable and restricted equity securities	91		63		154		(123)		408		285		Marketable and restricted equity securities	824		512		1,336		1,609		654		2,263
Short-term investments	Short-term investments	(97)		478		381		(103)		625		522		Short-term investments	426		2,769		3,195		83		4,541		4,624
Total investments	Total investments	(3)		908		905		(343)		1,526		1,183		Total investments	2,796		6,577		9,373		4,894		11,813		16,707
Loans and leases:	Loans and leases:													Loans and leases:
Commercial real estate loans	Commercial real estate loans	3,753		5,852		9,605		11,035		4,999		16,034		Commercial real estate loans	15,796		24,819		40,615		30,474		41,781		72,255
Commercial loans and leases	Commercial loans and leases	(2,066)		(1,157)		(3,223)		(11,821)		(2,116)		(13,937)		Commercial loans and leases	2,636		3,792		6,428		4,282		8,165		12,447
Equipment financing	Equipment financing	1,290		27		1,317		2,615		(1,395)		1,220		Equipment financing	2,071		2,389		4,460		4,139		3,522		7,661
Residential mortgage loans		335		236		571		824		(297)		527
Other consumer loans		121		1,654		1,775		105		2,066		2,171

Consumer loans														Consumer loans	2,809		3,697		6,506		5,527		10,307		15,834
Total loans	Total loans	3,433		6,612		10,045		2,758		3,257		6,015		Total loans	23,312		34,697		58,009		44,422		63,775		108,197
Total change in interest and dividend income	Total change in interest and dividend income	3,430		7,520		10,950		2,415		4,783		7,198		Total change in interest and dividend income	26,108		41,274		67,382		49,316		75,588		124,904
Interest expense:	Interest expense:													Interest expense:
Deposits:	Deposits:													Deposits:
NOW accounts	NOW accounts	28		435		463		108		398		506		NOW accounts	51		802		853		120		1,531		1,651
Savings accounts	Savings accounts	31		385		416		162		180		342		Savings accounts	145		5,561		5,706		203		7,819		8,022
Money market accounts	Money market accounts	26		2,396		2,422		394		2,688		3,082		Money market accounts	(273)		12,189		11,916		(271)		22,757		22,486
Certificate of deposit accounts	Certificate of deposit accounts	(382)		(245)		(627)		(1,480)		(2,861)		(4,341)		Certificate of deposit accounts	828		7,499		8,327		1,348		12,587		13,935
Brokered deposit accounts	Brokered deposit accounts	(103)		212		109		(976)		136		(840)		Brokered deposit accounts	3,886		8,177		12,063		3,666		14,702		18,368
Total deposits	Total deposits	(400)		3,183		2,783		(1,792)		541		(1,251)		Total deposits	4,637		34,228		38,865		5,066		59,396		64,462
Borrowed funds:	Borrowed funds:													Borrowed funds:
Advances from the FHLBB		1,283		(735)		548		(872)		63		(809)
Advances from the FHLB														Advances from the FHLB	8,464		5,334		13,798		18,443		9,699		28,142
Subordinated debentures and notes	Subordinated debentures and notes	2		51		53		7		68		75		Subordinated debentures and notes	2		99		101		4		207		211
Other borrowed funds	Other borrowed funds	6		229		235		45		310		355		Other borrowed funds	(27)		421		394		7		1,575		1,582
Total borrowed funds	Total borrowed funds	1,291		(455)		836		(820)		441		(379)		Total borrowed funds	8,439		5,854		14,293		18,454		11,481		29,935
Total change in interest expense	Total change in interest expense	891		2,728		3,619		(2,612)		982		(1,630)		Total change in interest expense	13,076		40,082		53,158		23,520		70,877		94,397
Change in tax-exempt income	Change in tax-exempt income	2		—		2		(1)		—		(1)		Change in tax-exempt income	54		—		54		136		—		136
Change in net interest income	Change in net interest income	$	2,537	$	4,792	$	7,329	$	5,028	$	3,801	$	8,829	Change in net interest income	$	12,978	$	1,192	$	14,170	$	25,660	$	4,711	$	30,371

7280

Table of Contents

Interest Income

Loans and Leases


		Three Months Ended September 30,				Dollar Change				Percent Change				Nine Months Ended September 30,								Dollar Change				Percent Change						Three Months Ended June 30,					Dollar Change			Percent Change			Six Months Ended June 30,					Dollar Change				Percent Change
		2022		2021								2022				2021														2023		2022							2023				2022
		(Dollars in Thousands)																														(Dollars in Thousands)
Interest income—loans and leases:	Interest income—loans and leases:																														Interest income—loans and leases:
Commercial real estate loans	Commercial real estate loans	$	44,727	$	35,124			$	9,603			27.3	%			$	119,723			$	103,690			$	16,033			15.5	%					Commercial real estate loans	$	79,582	$	38,967		$	40,615		104.2		%	$	147,249			$	74,994			$	72,255	96.3	%
Commercial loans	Commercial loans	8,441		11,663		(3,222)				(27.6)	%			23,405				37,340				(13,935)				(37.3)	%				Commercial loans	13,457			7,026		6,431			91.5		%	27,437			14,966		12,471				83.3	%
Equipment financing	Equipment financing	19,042		17,725		1,317				7.4	%			54,951				53,731				1,220				2.3	%				Equipment financing	22,357			17,897		4,460			24.9		%	43,570			35,909		7,661				21.3	%
Residential mortgage loans	Residential mortgage loans	7,560		6,990		570				8.2	%			21,675				21,148				527				2.5	%				Residential mortgage loans	11,431			7,123		4,308			60.5		%	22,504			14,115		8,389				59.4	%
Other consumer loans	Other consumer loans	4,605		2,830		1,775				62.7	%			10,629				8,458				2,171				25.7	%				Other consumer loans	5,472			3,274		2,198			67.1		%	13,470			6,024		7,446				123.6	%
Total interest income—loans and leases	Total interest income—loans and leases	$	84,375	$	74,332	$	10,043			13.5	%			$	230,383			$	224,367			$	6,016			2.7	%				Total interest income—loans and leases	$	132,299		$	74,287	$	58,012		78.1		%	$	254,230		$	146,008	$	108,222			74.1	%

Total interest from loans and leases was ~~$84.4~~$132.3 million for the three months ended ~~September~~June 30, ~~2022,~~2023, and represented a yield on total loans of ~~4.60%~~5.70%. This compares to $74.3 million of interest on loans and a yield of ~~4.26%~~4.11% for the three months ended ~~September~~June 30, ~~2021.~~2022. The ~~$10.0~~$58.0 million increase in interest income from loans and leases was primarily due to an increase of ~~$6.6~~$34.7 million in changes to interest rates, and an increase of ~~$3.4~~$23.3 million in origination ~~volume.~~volume; of which $15.3 million was driven by the acquisition of PCSB.

Interest income from loans and leases was ~~$230.4~~$254.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, and represented a yield on total loans of ~~4.24%~~5.52%. This compares to ~~$224.4~~$146.0 million of interest on loans and a yield of ~~4.20%~~4.05% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~$6.1~~$108.2 million increase in interest income from loans and leases was primarily ~~due~~attributable to an increase of ~~$2.8~~$44.4 million due to an increase in origination volume and an increase of ~~$3.3~~$63.8 million due to the changes in interest rates.

Investments


		Three Months Ended September 30,				Dollar Change				Percent Change					Nine Months Ended September 30,								Dollar Change					Percent Change				Three Months Ended June 30,								Dollar Change				Percent Change					Six Months Ended June 30,								Dollar Change				Percent Change
		2022		2021										2022			2021										2023						2022													2023			2022
		(Dollars in Thousands)																													(Dollars in Thousands)
Interest income—investments:	Interest income—investments:																													Interest income—investments:
Debt securities	Debt securities	$	3,337	$	2,967			$	370			12.5	%				$	9,582			$	9,206			$	376				4.1		%	Debt securities	$	8,034			$	3,249			$	4,785				147.3	%			$	15,904			$	6,245			$	9,659			154.7	%
Marketable and restricted equity securities	Marketable and restricted equity securities	467		313		154				49.2	%				1,132				847				285					33.6	%	Marketable and restricted equity securities		1,673				337				1,336				396.4	%				2,928				665				2,263				340.3	%
Short-term investments	Short-term investments	464		83		381				459.0	%				686				164				522					318.3	%	Short-term investments		3,351				156				3,195				2,048.1	%				4,846				222				4,624				2,082.9	%
Total interest income—investments	Total interest income—investments	$	4,268	$	3,363	$	905			26.9	%				$	11,400			$	10,217			$	1,183				11.6	%	Total interest income—investments		$	13,058			$	3,742			$	9,316			249.0	%				$	23,678			$	7,132			$	16,546			232.0	%

Total interest income from investments was ~~$4.3~~$13.1 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$3.4~~$3.7 million for the three months ended ~~September~~June 30, ~~2021.~~2022. For the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the yield on total investments was ~~2.1%~~4.0% and ~~1.4%~~1.8%. respectively. The ~~year-over-year~~year over year increase in interest income on investments of ~~$0.9~~$9.3 million, or ~~26.9%~~249.0%, was primarily driven by a ~~$0.9~~$2.8 million increase due to volume and a $6.6 million increase due to rates.

Total investment income was $23.7 million and $7.1 million for the six months ended June 30, 2023 and June 30, 2022, respectively. For the six months ended June 30, 2023 and 2022, the yield on total investments was 3.7% and 1.6%, respectively. The year over year increase in interest income on investments of $16.5 million, or 232.0%, was primarily driven by a $11.8 million increase due to rates and a ~~de minimis impact due to volume.~~

~~Total investment income was $11.4~~$4.9 million and $10.2 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. For the nine months ended September 30, 2022 and 2021, the yield on total investments was 1.8% and 1.4%, respectively. The year-over-year increase ~~in interest income on investments of $1.2 million, or 11.6%, was primarily driven by a $1.5 million increase due to rates and a $0.3 million decrease~~ due to volume.

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Interest Expense—Deposits and Borrowed Funds


		Three Months Ended September 30,				Dollar Change				Percent Change				Nine Months Ended September 30,								Dollar Change					Percent Change			Three Months Ended June 30,								Dollar Change			Percent Change			Six Months Ended June 30,					Dollar Change		Percent Change
		2022		2021								2022				2021										2023					2022									2023				2022
		(Dollars in Thousands)																												(Dollars in Thousands)
Interest expense:	Interest expense:																												Interest expense:
Deposits:	Deposits:																												Deposits:
NOW accounts	NOW accounts	$	579	$	116			$	463			399.1	%			$	898			$	392			$	506					129.1		%	NOW accounts	$	1,069		$		216		$	853		394.9		%	$	1,970	$	319	$	1,651		517.6	%
Savings accounts	Savings accounts	664		248		416				167.7	%			1,073				731				342					46.8	%	Savings accounts	5,917					211			5,706			2,704.3		%	8,431			409		8,022		1,961.4		%
Money market accounts	Money market accounts	4,038		1,616		2,422				149.9	%			7,681				4,599				3,082					67.0	%	Money market accounts	13,989					2,073			11,916			574.8		%	26,129			3,643		22,486		617.2		%
Certificate of deposit accounts	Certificate of deposit accounts	1,803		2,430		(627)				(25.8)	%			5,345				9,686				(4,341)					(44.8)	%	Certificate of deposit accounts	10,021					1,694			8,327			491.6		%	17,477			3,542		13,935		393.4		%
Brokered deposit accounts	Brokered deposit accounts	270		161		109				67.7	%			410				1,250				(840)					(67.2)	%	Brokered deposit accounts	12,151					88			12,063			13,708.0		%	18,508			140		18,368		13,120.0		%
Total interest expense - deposits	Total interest expense - deposits	7,354		4,571		2,783				60.9	%			15,407				16,658				(1,251)					(7.5)	%	Total interest expense - deposits	43,147					4,282			38,865			907.6		%	72,515			8,053		64,462		800.5		%
Borrowed funds:	Borrowed funds:																												Borrowed funds:
Advances from the FHLBB		1,700		1,152		548				47.6	%			2,376				3,185				(809)					(25.4)	%
Advances from the FHLB																													Advances from the FHLB	14,287					489			13,798			2,821.7		%	28,818			676		28,142		4,163.0		%
Subordinated debentures and notes	Subordinated debentures and notes	1,295		1,242		53				4.3	%			3,801				3,726				75					2.0	%	Subordinated debentures and notes	1,363					1,262			101			8.0		%	2,717			2,506		211		8.4		%
Other borrowed funds	Other borrowed funds	268		33		235				712.1	%			458				103				355					344.7	%	Other borrowed funds	523					129			394			305.4		%	1,772			190		1,582		832.6		%
Total interest expense - borrowed funds	Total interest expense - borrowed funds	3,263		2,427		836				34.4	%			6,635				7,014				(379)					(5.4)	%	Total interest expense - borrowed funds	16,173					1,880			14,293			760.3		%	33,307			3,372		29,935		887.8		%
Total interest expense	Total interest expense	$	10,617	$	6,998	$	3,619			51.7	%			$	22,042			$	23,672			$	(1,630)				(6.9)	%	Total interest expense	$	59,320				$	6,162		$	53,158		862.7		%	$	105,822		$	11,425	$	94,397	826.2		%

Deposits

For the three months ended ~~September~~June 30, ~~2022,~~2023, interest expense on deposits increased ~~$2.8~~$38.9 million, ~~or 60.9%,~~ compared to the same period in ~~2021.~~2022. The increase in interest expense on deposits was driven by an increase of ~~$3.2~~$34.2 million due to higher interest rates ~~partially offset by a decrease~~and an increase of ~~$0.4~~$4.6 million primarily driven by the ~~decline~~growth in volume of average brokered deposit and certificate of deposit balances. Purchase accounting amortization on acquired deposits for the three months ended June 30, 2023 was $324 thousand and ~~brokered deposit balances.~~one basis point. For the same period in 2022, the Company did not record any purchase accounting amortization.

Interest expense on deposits ~~decreased $1.3~~increased $64.5 million ~~or 7.5%,~~ to ~~$15.4~~$72.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$16.7~~$8.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase in interest expense on deposits was ~~due to a $1.8 million decrease primarily~~ driven by ~~the decline in certificate of deposit and brokered deposit balances, partially offset by~~ a ~~$0.5~~$59.4 million increase due to higher interest ~~rates.~~rates and a $5.1 million increase primarily due to growth in volume of average brokered deposit and certificate of deposit balances. Purchase accounting amortization on acquired deposits for the six months ended June 30, 2023 was $648 thousand and one basis point. For the six months ended June 30, 2022, the Company did not record any purchase accounting amortization.

Borrowed Funds

~~During~~For the three months ended ~~September~~June 30, ~~2022,~~2023, interest paid on borrowed funds increased ~~$0.8~~$14.3 million ~~or 34.4%~~ year over ~~year.~~year, primarily driven by an increase in the volume and rate paid on FHLB borrowings. The cost of borrowed funds ~~decreased~~increased to ~~2.53%~~4.70% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~3.40%~~1.99% for the three months ended ~~September~~June 30, ~~2021.~~2022. The increase in interest expense was driven by an increase of ~~$1.3~~$8.4 million due to volume ~~partially offset by a decrease~~and an increase of ~~$0.5~~$5.9 million due to borrowing rates. For the three months ended ~~September~~June 30, ~~2022,~~2023, the purchase accounting ~~accretion~~amortization on acquired borrowed funds was ~~$12~~$43 thousand compared to ~~$13~~$12 thousand for the three months ended ~~September~~June 30, ~~2021.~~2022. Purchase accounting ~~accretion~~amortization had no impact on the Company's net interest margin.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, interest paid on borrowed funds ~~decreased $0.4~~increased $29.9 million ~~or 5.4%~~ year over ~~year.~~year, primarily driven by an increase in the volume and rate paid on FHLB borrowings. The cost of borrowed funds increased to ~~2.19%~~4.62% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~2.06%~~1.94% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase in interest expense was driven by ~~a decrease~~an increase of ~~$0.8~~$18.5 million due to volume ~~partially offset by~~and an increase of ~~$0.4~~$11.5 million due to borrowing rates. For

Table of Contents

the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, there was purchase accounting ~~accretion was $35~~amortization of $173 thousand on acquired borrowed funds compared to ~~accretion~~amortization of ~~$38~~$24 thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Purchase accounting ~~accretion did not have an~~amortization had no impact on the Company's net interest margin.

~~Table of Contents~~

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			Three Months Ended June 30,								Dollar Change			Percent Change			Six Months Ended June 30,							Dollar Change		Percent Change
		2022		2021								2022				2021									2023					2022									2023				2022
		(Dollars in Thousands)																											(Dollars in Thousands)
Provision (credit) for loan and lease losses:	Provision (credit) for loan and lease losses:																											Provision (credit) for loan and lease losses:
Commercial real estate	Commercial real estate	$	(2,573)	$	(1,630)			$	(943)			57.9	%			$	(1,734)			$(7,736)			$	6,002					77.6		%	Commercial real estate	$	1,603		$		990		$	613		61.9		%			$	16,135	$	840	$	15,295		(1,820.8)	%
Commercial	Commercial	2,984		101		2,883				2,854.5	%			(765)				1,472			(2,237)					(152.0)	%	Commercial	3,981					(2,144)			6,125			(285.7)		%	10,595					(3,749)		14,344		(382.6)		%
Consumer	Consumer	391		(1,175)		1,566				(133.3)	%			593				(1,990)			2,583					(129.8)	%	Consumer	465					121			344			284.3		%	2,153					203		1,950		960.6		%

Total provision (credit) for loan and lease losses	Total provision (credit) for loan and lease losses	802		(2,704)		3,506				(129.7)	%			(1,906)				(8,254)			6,348					(76.9)	%	Total provision (credit) for loan and lease losses	6,049					(1,033)			7,082			(685.6)		%	28,883					(2,706)		31,589		(1,167.4)		%

Unfunded credit commitments	Unfunded credit commitments	2,043		(406)		2,449				603.2	%			4,760				(334)			5,094					1,525.1	%	Unfunded credit commitments	(323)					1,206			(1,529)			(126.8)		%	2,187					2,715		(528)		(19.4)		%
Investment securities available-for-sale		(10)		—		(10)				(100.0)	%			48				—			48					100.0	%

Total provision (credit) for credit losses	Total provision (credit) for credit losses	$	2,835	$	(3,110)	$	5,945			(191.2)	%			$	2,902	$	—	$	(8,588)		$	11,490				(133.8)	%	Total provision (credit) for credit losses	$	5,726				$	173		$	5,553					$	31,070		$	—	$	9	$	31,061

For the three months ended ~~September~~June 30, ~~2022,~~2023, the Allowance for Credit Losses ("ACL") increased ~~$5.9~~$5.7 million resulting in a provision (credit) for credit and investment losses of ~~$2.8~~$5.9 million. The increase in the ACL for the three months ended ~~September~~June 30, ~~2022~~2023 is ~~attributable~~related to ~~the continued low level of net charge-offs, offset by portfolio~~overall loan growth.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the ACL increased ~~$11.5~~$31.4 million resulting in a provision (credit) for credit and investment losses of ~~$2.9~~$31.4 million. The increase in the ACL for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 is ~~attributable~~related to acquired loans as a result of the ~~continued low level of net charge-offs, offset by portfolio growth.~~PCSB acquisition.

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			Three Months Ended June 30,								Dollar Change			Percent Change			Six Months Ended June 30,					Dollar Change		Percent Change
		2022		2021								2022				2021										2023					2022									2023				2022
		(Dollars in Thousands)																												(Dollars in Thousands)
Deposit fees	Deposit fees	$	2,759	$	2,629			$	130			4.9	%			$	8,003			$	7,925			$	78					1.0		%	Deposit fees	$	2,866		$		2,744		$	122		4.4		%	$	5,523	$	5,244	$	279		5.3	%
Loan fees	Loan fees	349		487		(138)				(28.3)	%			1,762				1,647				115					7.0	%	Loan fees	491					666			(175)			(26.3)		%	882			1,413		(531)		(37.6)		%
Loan level derivative income, net	Loan level derivative income, net	1,275		218		1,057				484.9	%			3,576				699				2,877					411.6	%	Loan level derivative income, net	363					1,615			(1,252)			(77.5)		%	2,736			2,301		435		18.9		%
Gain (loss) on investment securities, net	Gain (loss) on investment securities, net	—		—		—				N/A				—				(6)				6					(100.0)	%	Gain (loss) on investment securities, net	3					—			3			N/A			1,704			—		1,704		N/A
Gain on sales of loans and leases held-for-sale	Gain on sales of loans and leases held-for-sale	889		557		332				59.6	%			1,524				1,804				(280)					(15.5)	%	Gain on sales of loans and leases held-for-sale	308					291			17			5.8		%	1,946			635		1,311		206.5		%

Other	Other	1,562		1,695		(133)				(7.8)	%			4,426				4,221				205					4.9	%	Other	1,431					1,612			(181)			(11.2)		%	5,608			2,864		2,744		95.8		%
Total non-interest income	Total non-interest income	$	6,834	$	5,586	$	1,248			22.3	%			$	19,291			$	16,290			$	3,001				18.4	%	Total non-interest income	$	5,462				$	6,928		$	(1,466)		(21.2)		%	$	18,399		$	12,457	$	5,942	47.7		%

For the three months ended ~~September~~June 30, ~~2022,~~2023, non-interest income ~~increased $1.2~~decreased $1.5 million, or ~~22.3%~~21.2%, to ~~$6.8~~$5.5 million compared to ~~$5.6~~$6.9 million for the same period of ~~2021.~~2022. The ~~increase~~decrease was primarily driven by ~~increases~~a decrease of ~~$1.1~~$1.3 million in loan level derivative income, ~~net and $0.3 million in gain on sales of loans and leases held-for-sale, partially offset by decreases of $0.1 million in loan fees and $0.1 million in other non-interest income.~~

For the nine months ended September 30, 2022, non-interest income increased $3.0 million, or 18.4%, to $19.3 million compared to $16.3 million for the same period in 2021. The increase was primarily driven by increases of $2.9 million in loannet.

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~~level derivative~~For the six months ended June 30, 2023, non-interest income ~~net, $0.2~~increased $5.9 million, or 47.7%, to $18.4 million compared to $12.5 million for the same period in 2022. The increase was primarily driven by increases of $2.7 million in other ~~non-interest~~ income, ~~and $0.1~~$1.7 million in ~~loan fees, partially offset by a decrease of $0.3~~gain on investment securities, net, and $1.3 million in gain on sales of loans and leases held-for-sale.

Loan level derivative income ~~increased $1.1~~decreased $1.3 million, or ~~484.9%~~77.5%, to ~~$1.3~~$0.4 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$0.2~~$1.6 million for the same period in ~~2021,~~2022, primarily driven by lower volume in loan level derivative transactions completed for the three months ended June 30, 2023, and increased $0.4 million, or 18.9%, to $2.7 million for the six months ended June 30, 2023 from $2.3 million for the same period in 2022, primarily driven by higher volume in loan level derivative transactions completed for the six months ended June 30, 2023.

Gain (loss) on investment securities was $3.0 thousand for the three months ended ~~September~~June 30, ~~2022,~~2023 and ~~increased $2.9 million, or 411.6%, to $3.6~~$1.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022 from $0.7 million~~2023. The Company did not have any gain (loss) on investment securities for the same period in ~~2021,~~2022. The increase was primarily driven by ~~higher volume in loan level derivative transactions completed for the nine months ended September 30, 2022.~~gain on sale of PCSB investments.

Gain on sales of loans and leases held-for-sale increased ~~$0.3 million,~~$17.0 thousand, or ~~59.6%~~5.8%, to ~~$0.9~~$0.3 million for the three months ended ~~September~~June 30, 2023 from $0.3 million for the same period in 2022, and increased $1.3 million, or 206.5% to $1.9 million for the six months ended June 30, 2023 from $0.6 million for the same period in ~~2021,~~2022, primarily driven by higher gain on sale to ~~participants, and~~participants.

Other income decreased ~~$0.3~~$0.2 million, or ~~15.5%~~11.2%, to ~~$1.5~~$1.4 million for the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023 from ~~$1.8~~$1.6 million for the same period in ~~2021,~~2022, primarily driven by the mark to market on interest rate swaps on participated loans and lower ~~gain on sale to participants,~~1031 exchange income, partially offset by higher ~~loan sale volume with servicing retained.~~

wealth management fees. Other income ~~decreased $0.1~~increased $2.7 million, or ~~7.8%~~95.8%, to ~~$1.6~~$5.6 million for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$1.7~~$2.9 million for the same period in ~~2021,~~2022, primarily driven by ~~lower BOLI income, higher loss on sale of fixed assets, and higher loss~~the mark to market on interest rate ~~derivatives due to volatility in rates, partially offset by~~swaps on participated loans, higher ~~foreign exchange outgoing wire~~bank owned life insurance income, ~~wealth management fees, commissions-investment sales, commissions-insurance agency, 1031 exchange income, rental income,~~ and management fee-Longwood SC. Other income increased $0.2 million, or 4.9%, to $4.4 million for the nine months ended September 30, 2022 from $4.2 million for the same period in 2021, primarily driven by higher wealth management fees, foreign exchange outgoing wire income, 1031 exchange income, rental income, and advisory fees-investment sales, partially offset by lower BOLI income, higher loss on interest rate derivatives due to volatility in rates, higher loss on sale of fixed assets, and lower commissions-investment sales.fees.

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			Three Months Ended June 30,								Dollar Change			Percent Change			Six Months Ended June 30,					Dollar Change		Percent Change
		2022		2021								2022				2021										2023					2022									2023				2022
		(Dollars in Thousands)																												(Dollars in Thousands)
Compensation and employee benefits	Compensation and employee benefits	$	28,306	$	27,206			$	1,100			4.0	%			$	83,962			$	78,188			$	5,774					7.4		%	Compensation and employee benefits	$	33,438		$		28,772		$	4,666		16.2		%	$	70,003	$	55,656	$	14,347		25.8	%
Occupancy	Occupancy	3,906		3,567		339				9.5	%			11,997				11,403				594					5.2	%	Occupancy	4,870					3,807			1,063			27.9		%	10,093			8,091		2,002		24.7		%
Equipment and data processing	Equipment and data processing	5,066		4,556		510				11.2	%			15,075				13,746				1,329					9.7	%	Equipment and data processing	6,531					4,931			1,600			32.4		%	12,993			10,009		2,984		29.8		%
Professional services	Professional services	1,069		1,072		(3)				(0.3)	%			3,514				3,543				(29)					(0.8)	%	Professional services	1,986					1,219			767			62.9		%	3,416			2,445		971		39.7		%
FDIC insurance	FDIC insurance	709		662		47				7.1	%			2,176				2,363				(187)					(7.9)	%	FDIC insurance	2,609					739			1,870			253.0		%	3,853			1,467		2,386		162.6		%
Advertising and marketing	Advertising and marketing	1,337		1,077		260				24.1	%			3,928				3,287				641					19.5	%	Advertising and marketing	1,382					1,319			63			4.8		%	2,792			2,591		201		7.8		%
Amortization of identified intangible assets	Amortization of identified intangible assets	120		208		(88)				(42.3)	%			374				668				(294)					(44.0)	%	Amortization of identified intangible assets	1,954					120			1,834			1,528.3		%	3,920			254		3,666		1,443.3		%
Merger and acquisition expense	Merger and acquisition expense	1,073		—		1,073				100.0	%			1,608				—				1,608					100.0	%	Merger and acquisition expense	1,002					535			467			87.3		%	7,411			535		6,876		1,285.2		%
Other	Other	3,373		2,574		799				31.0	%			9,683				6,501				3,182					48.9	%	Other	4,053					3,429			624			18.2		%	8,120			6,310		1,810		28.7		%
Total non-interest expense	Total non-interest expense	$	44,959	$	40,922	$	4,037			9.9	%			$	132,317			$	119,699			$	12,618				10.5	%	Total non-interest expense	$	57,825				$	44,871		$	12,954		28.9		%	$	122,601		$	87,358	$	35,243	40.3		%

For the three months ended ~~September~~June 30, ~~2022,~~2023, non-interest expense increased ~~$4.0~~$13.0 million, or ~~9.9%~~28.9%, compared to the same period in ~~2021.~~2022. The increase was primarily driven by increases of ~~$1.1~~$4.7 million in compensation and employee benefits, ~~expense, $1.1~~$1.9 million in ~~merger and acquisition expense, and $0.8~~FDIC insurance, $1.8 million in ~~other non-interest expense.~~amortization of identified intangible assets, and $1.6 million in equipment and data processing.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, non-interest expense increased ~~$12.6~~$35.2 million, or ~~10.5%~~40.3%, to ~~$132.3~~$122.6 million compared to the same period in ~~2021.~~2022. This increase is primarily driven by increases of ~~$5.8~~$14.3 million in compensation and employee benefits, ~~expense, $3.2 million in other non-interest expense, $1.6~~$6.9 million in merger and acquisition expense, $3.7 million in amortization of identified intangible assets, and ~~$1.3~~$3.0 million in equipment and data ~~processing expense.~~processing.

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Compensation and employee benefits expense increased ~~$1.1~~$4.7 million, or ~~4.0%~~16.2%, to ~~$28.3~~$33.4 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$27.2~~$28.8 million for the same period in ~~2021,~~2022, and increased ~~$5.8~~$14.3 million, or ~~7.4%~~25.8%, to ~~$84.0~~$70.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$78.2~~$55.7 million for the same period in ~~2021,~~2022, primarily driven by increases in employee headcount, higher salaries ~~share-based compensations, salaries-commissions,~~ and ~~retail bonus, partially offset by decreases in employee benefits-retirement plan.~~higher health care benefits.

Equipment and data processing expense increased ~~$0.5~~$1.6 million, or ~~11.2%~~32.4%, to ~~$5.1~~$6.5 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$4.6~~$4.9 million for the same period in ~~2021,~~2022, and increased ~~$1.3~~$3.0 million, or ~~9.7%~~29.8%, to ~~$15.1~~$13.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$13.7~~$10.0 million for the same period in ~~2021,~~2022, primarily driven by higher software licenses and subscriptions, ~~expense, computer equipment~~core processing, data communications, and depreciation ~~expense, ATM maintenance expense, and loan processing expense, partially offset by lower commercial loan processing~~ expense.

Merger and acquisition expense increased ~~$1.1~~$0.5 million ~~or 100.0%,~~ to ~~$1.1~~$1.0 million, for the three months ended ~~September~~June 30, ~~2022~~2023, and increased ~~$1.6~~$6.9 million, or ~~100.0%~~1,285.2%, to ~~$1.6~~$7.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022. For the same period in 2021, the Company did not incur any merger-related expenses.~~2023. The increase in ~~2022~~2023 was primarily driven by merger-related expenses for PCSB.

~~Other non-interest~~Amortization expense of identified intangible assets increased ~~$0.8~~$1.8 million, or ~~31.0%~~1,528.3%, to ~~$3.4~~$2.0 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$2.6~~$0.1 million for the same period in ~~2021,~~2022, and increased ~~$3.2~~$3.7 million, or ~~48.9%~~1,443.3%, to ~~$9.7~~$3.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022 from $6.5 million for the same period in 2021,~~2023, primarily driven by higher ~~gain on sale of OREO in 2021, higher travel & accommodations, entertainment, dues & memberships, meals-employee, and charitable contributions, partially offset by lower loan workout~~core deposit intangible expense ~~and lease commissions paid to others.~~for PCSB.

Provision for Income Taxes


		Three Months Ended September 30,						Dollar Change				Percent Change				Nine Months Ended September 30,										Dollar Change					Percent Change			Three Months Ended June 30,									Dollar Change			Percent Change			Six Months Ended June 30,						Dollar Change		Percent Change
		2022			2021									2022					2021											2023					2022										2023				2022
		(Dollars in Thousands)																																(Dollars in Thousands)
Income before provision for income taxes	Income before provision for income taxes	$	37,066		$	38,471				$	(1,405)			(3.7)	%				$	103,813				$	116,091			$	(12,278)					(10.6)		%	Income before provision for income taxes	$	27,815			$		33,697		$	(5,882)		(17.5)		%	$	36,483		$	66,747	$	(30,264)		(45.3)	%
Provision (benefit) for income taxes	Provision (benefit) for income taxes	6,917			9,632			(2,715)				(28.2)	%			23,764					29,196					(5,432)					(18.6)	%	Provision (benefit) for income taxes	5,965					8,502				(2,537)			(29.8)		%	7,073			16,847			(9,774)		(58.0)		%
Net income	Net income	$	30,149		$	28,839		$	1,310			4.5	%			$	80,049				$	86,895				$	(6,846)				(7.9)	%	Net income	$	21,850				$	25,195			$	(3,345)		(13.3)		%	$	29,410		$	49,900		$	(20,490)	(41.1)		%
Effective tax rate	Effective tax rate	18.7		%	25.0		%	N/A				(25.2)	%			22.9		%			25.1		%			N/A					(8.8)	%	Effective tax rate	21.4		%			25.2		%		N/A			(15.1)		%	19.4		%	25.2		%	N/A		(23.0)		%

The Company recorded an income tax expense of ~~$6.9~~$6.0 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to an income tax expense of ~~$9.6~~$8.5 million for the three months ended ~~September~~June 30, ~~2021,~~2022, representing effective tax rates of ~~18.7%~~21.4% and ~~25.0%~~25.2%, respectively.

The Company recorded an income tax expense of ~~$23.8~~$7.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to an income tax expense of ~~$29.2~~$16.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, representing effective tax rates of ~~22.9%~~19.4% and ~~25.1%~~25.2%, respectively. The overall decrease in the effective tax rate ~~for both the three and nine months ended~~ is ~~reflective of the Company's participation in an~~primarily due to energy tax credit ~~deal~~deals entered during the ~~third quarter.~~year, partially offset by merger expenses relating to the acquisition of PCSB Bank.

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.

In the ~~third~~second quarter, the Company ~~continued to operate~~operated with increased liquidity. ~~In particular,~~During the year, the Company ~~has~~ shifted its balance sheet asset mix to include additional cash and available for sale securities. Management will continue to monitor the economic markets and evaluate changes to the Company’s liquidity position.

~~Table of Contents~~

~~Management continued holding higher~~The Company held lower levels of on balance sheet liquidity in the form of cash and available for sale securities in the ~~third~~second quarter. Cash and equivalents at the end of the quarter were ~~$112.5~~$224.4 million, or ~~1.3%~~2.0% of the balance sheet, compared to ~~$327.7~~$383.0 million, or ~~3.8%~~4.2% of the balance sheet, as of December 31, ~~2021.~~2022. In general, in a normal operating environment, the Company seeks to maintain liquidity levels of cash, cash equivalents and investment securities available-for-sale of between 5% and 15% of total assets. As of ~~September~~June 30, ~~2022,~~2023, cash, cash equivalents and investment securities available-for-sale totaled ~~$0.8~~$1.1 billion, or ~~9.1%~~10.1% of total assets. This compares to $1.0 billion, or ~~12.2%~~11.3% of total assets, as of December 31, ~~2021.~~2022.

Table of Contents

Deposits, which are considered the most stable source of liquidity, totaled ~~$6.7~~$8.5 billion as of ~~September~~June 30, ~~2022~~2023 and represented ~~89.9%~~87.4% of total funding (the sum of total deposits and total borrowings), compared to deposits of ~~$7.0~~$6.5 billion, or ~~95.2%~~82.0% of total funding, as of December 31, ~~2021.~~2022. Core deposits, which consist of demand checking, NOW, savings and money market accounts, totaled ~~$5.7~~$6.2 billion as of ~~September~~June 30, ~~2022~~2023 and represented ~~84.3%~~72.5% of total deposits, compared to core deposits of ~~$5.8~~$5.3 billion, or ~~81.8%~~81.0% of total deposits, as of December 31, ~~2021.~~2022. Additionally, the Company had ~~$133.9~~$932.8 million of brokered deposits as of ~~September~~June 30, ~~2022,~~2023, which represented ~~2.0%~~11.0% of total deposits, compared to ~~$165.5~~$310.1 million or ~~2.3%~~4.8% of total deposits, as of December 31, ~~2021.~~2022. 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 ~~$758.8 million~~$1.2 billion as of ~~September~~June 30, ~~2022,~~2023, representing ~~10.1%~~12.6% of total funding, compared to ~~$357.3 million,~~$1.4 billion, or ~~4.8%~~18.0% of total funding, as of December 31, ~~2021.~~2022. The growth in the balance sheet is ~~directly tied to~~driven by the current operating environment, management will continue to monitor economic conditions and make adjustments to the balance sheet mix as appropriate.

As members of the ~~FHLBB,~~FHLB, the Banks have access to both short- and long-term borrowings. As of ~~September~~June 30, ~~2022,~~2023, the Company's total borrowing limit from the ~~FHLBB~~FHLB for advances and repurchase agreements was ~~$1.4~~$2.4 billion, compared to $1.7 billion as of December 31, ~~2021,~~2022, the increase based on the level of qualifying collateral available for these borrowings.

As of ~~September~~June 30, ~~2022,~~2023, the Banks also have access to funding through certain uncommitted lines of credit of ~~$691.0~~$605.0 million.

The Company had a $30.0 million committed line of credit for contingent liquidity as of ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, the Company did not have any outstanding borrowings on this line.

The Company has access to the Federal Reserve Bank's "discount window" to supplement its liquidity. The Company ~~has $130.7~~had $250.0 million of borrowing capacity at the Federal Reserve Bank as of ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, the Company did not have any outstanding borrowings with the Federal Reserve Bank.

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

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,~~ See Note 12, "Commitments and Contingencies", 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~~financial statements for a description 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-sheetoff-balance-sheet financial instruments.

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


		At September 30, 2022		At December 31, 2021			At June 30, 2023		At December 31, 2022
		(In Thousands)					(In Thousands)
Financial instruments whose contract amounts represent credit risk:	Financial instruments whose contract amounts represent credit risk:					Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:	Commitments to originate loans and leases:					Commitments to originate loans and leases:
Commercial real estate	Commercial real estate	$	173,198	$	110,798	Commercial real estate	$	125,226	$	414,217
Commercial	Commercial	196,197		162,931		Commercial	245,667		291,188
Residential mortgage	Residential mortgage	28,942		28,685		Residential mortgage	16,317		14,036
Unadvanced portion of loans and leases	Unadvanced portion of loans and leases	1,050,168		987,482		Unadvanced portion of loans and leases	1,311,073		1,202,738
Unused lines of credit:	Unused lines of credit:					Unused lines of credit:
Home equity	Home equity	671,112		611,212		Home equity	756,009		700,201
Other consumer	Other consumer	97,295		64,589		Other consumer	113,817		97,313
Other commercial	Other commercial	467		414		Other commercial	511		526
Unused letters of credit:	Unused letters of credit:					Unused letters of credit:
Financial standby letters of credit	Financial standby letters of credit	13,604		16,143		Financial standby letters of credit	14,611		13,584
Performance standby letters of credit	Performance standby letters of credit	31,583		17,145		Performance standby letters of credit	29,434		31,330
Commercial and similar letters of credit	Commercial and similar letters of credit	4,854		5,219		Commercial and similar letters of credit	4,817		2,619
Interest rate derivatives						Interest rate derivatives	$	225,000	$	150,000
Loan level derivatives:	Loan level derivatives:					Loan level derivatives:
Receive fixed, pay variable	Receive fixed, pay variable	1,485,313		1,324,609		Receive fixed, pay variable	1,762,448		1,489,709
Pay fixed, receive variable	Pay fixed, receive variable	1,485,313		1,324,609		Pay fixed, receive variable	1,762,448		1,489,709
Risk participation-out agreements	Risk participation-out agreements	370,437		288,374		Risk participation-out agreements	510,611		393,624
Risk participation-in agreements	Risk participation-in agreements	75,678		77,016		Risk participation-in agreements	74,297		75,223
Foreign exchange contracts:	Foreign exchange contracts:					Foreign exchange contracts:
Buys foreign currency, sells U.S. currency	Buys foreign currency, sells U.S. currency	4,270		2,004		Buys foreign currency, sells U.S. currency	2,283		2,383
Sells foreign currency, buys U.S. currency	Sells foreign currency, buys U.S. currency	4,282		2,006		Sells foreign currency, buys U.S. currency	2,300		2,400

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Capital Resources

As of ~~September~~June 30, ~~2022,~~2023, 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 ratio of 4.5%, a minimum Tier 1 capital leverage ratio of 6.0%, a minimum total risk based capital ratio of 8% and a minimum Tier 1 leverage ratio of 4%. Additionally, the Company and the Banks 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~~June 30, ~~2022,~~2023, 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~~June 30, ~~2022~~2023 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					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			Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)																	(Dollars in Thousands)
At September 30, 2022:
At June 30, 2023:																		At June 30, 2023:
Brookline Bancorp, Inc.	Brookline Bancorp, Inc.																	Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio (1)	Common equity Tier 1 capital ratio (1)	$	873,784	12.05	%	$	326,309	4.50	%	$	507,592	7.00	%	N/A		N/A		Common equity Tier 1 capital ratio (1)	$	966,916	10.54	%	$	412,820	4.50	%	$	642,164	7.00	%	N/A		N/A
Tier 1 leverage capital ratio (2)	Tier 1 leverage capital ratio (2)	883,491		10.37	%	340,787		4.00	%	340,787		4.00	%	N/A		N/A		Tier 1 leverage capital ratio (2)	976,655		8.79	%	444,439		4.00	%	444,439		4.00	%	N/A		N/A
Tier 1 risk-based capital ratio (3)	Tier 1 risk-based capital ratio (3)	883,491		12.18	%	435,217		6.00	%	616,558		8.50	%	N/A		N/A		Tier 1 risk-based capital ratio (3)	976,655		10.64	%	550,745		6.00	%	780,223		8.50	%	N/A		N/A
Total risk-based capital ratio (4)	Total risk-based capital ratio (4)	1,048,723		14.46	%	580,206		8.00	%	761,521		10.50	%	N/A		N/A		Total risk-based capital ratio (4)	1,166,177		12.71	%	734,022		8.00	%	963,404		10.50	%	N/A		N/A
Brookline Bank	Brookline Bank																	Brookline Bank
Common equity Tier 1 capital ratio (1)	Common equity Tier 1 capital ratio (1)	$	571,149	11.55	%	$	222,526	4.50	%	$	346,151	7.00	%	$	321,426	6.50	%	Common equity Tier 1 capital ratio (1)	$	581,284	11.11	%	$	235,444	4.50	%	$	366,246	7.00	%	$	340,085	6.50	%
Tier 1 leverage capital ratio (2)	Tier 1 leverage capital ratio (2)	571,149		10.19	%	224,200		4.00	%	224,200		4.00	%	280,250		5.00	%	Tier 1 leverage capital ratio (2)	581,284		9.33	%	249,211		4.00	%	249,211		4.00	%	311,513		5.00	%
Tier 1 risk-based capital ratio (3)	Tier 1 risk-based capital ratio (3)	571,149		11.55	%	296,701		6.00	%	420,326		8.50	%	395,601		8.00	%	Tier 1 risk-based capital ratio (3)	581,284		11.11	%	313,925		6.00	%	444,727		8.50	%	418,566		8.00	%
Total risk-based capital ratio (4)	Total risk-based capital ratio (4)	633,187		12.80	%	395,742		8.00	%	519,411		10.50	%	494,677		10.00	%	Total risk-based capital ratio (4)	646,988		12.37	%	418,424		8.00	%	549,181		10.50	%	523,030		10.00	%
BankRI	BankRI																	BankRI
Common equity Tier 1 capital ratio (1)	Common equity Tier 1 capital ratio (1)	$	247,849	10.83	%	$	102,984	4.50	%	$	160,198	7.00	%	$	148,755	6.50	%	Common equity Tier 1 capital ratio (1)	$	255,299	9.57	%	$	120,047	4.50	%	$	186,739	7.00	%	$	173,401	6.50	%
Tier 1 leverage capital ratio (2)	Tier 1 leverage capital ratio (2)	247,849		8.50	%	116,635		4.00	%	116,635		4.00	%	145,794		5.00	%	Tier 1 leverage capital ratio (2)	255,299		8.00	%	127,650		4.00	%	127,650		4.00	%	159,562		5.00	%
Tier 1 risk-based capital ratio (3)	Tier 1 risk-based capital ratio (3)	247,849		10.83	%	137,312		6.00	%	194,526		8.50	%	183,083		8.00	%	Tier 1 risk-based capital ratio (3)	255,299		9.57	%	160,062		6.00	%	226,755		8.50	%	213,416		8.00	%
Total risk-based capital ratio (4)	Total risk-based capital ratio (4)	276,534		12.08	%	183,135		8.00	%	240,365		10.50	%	228,919		10.00	%	Total risk-based capital ratio (4)	288,726		10.83	%	213,279		8.00	%	279,928		10.50	%	266,598		10.00	%
PCSB Bank																		PCSB Bank
Common equity Tier 1 capital ratio (1)																		Common equity Tier 1 capital ratio (1)	174,187		13.53	%	$	57,934	4.50	%	$	90,119	7.00	%	$	83,682	6.50	%
Tier 1 leverage capital ratio (2)																		Tier 1 leverage capital ratio (2)	174,187		9.25	%	$	75,324	4.00	%	$	75,324	4.00	%	$	94,155	5.00	%
Tier 1 risk-based capital ratio (3)																		Tier 1 risk-based capital ratio (3)	174,187		13.53	%	$	77,245	6.00	%	$	109,430	8.50	%	$	102,993	8.00	%
Total risk-based capital ratio (4)																		Total risk-based capital ratio (4)	190,288		14.78	%	$	102,998	8.00	%	$	135,184	10.50	%	$	128,747	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, ~~2021~~2022 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					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			Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in Thousands)																	(Dollars in Thousands)
At December 31, 2021:
At December 31, 2022:																		At December 31, 2022:
Brookline Bancorp, Inc.	Brookline Bancorp, Inc.																	Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio (1)	Common equity Tier 1 capital ratio (1)	$	834,988	11.86	%	$	316,817	4.50	%	$	492,826	7.00	%	N/A		N/A		Common equity Tier 1 capital ratio (1)	$	893,978	12.05	%	$	333,851	4.50	%	$	519,323	7.00	%	N/A		N/A
Tier 1 leverage capital ratio (2)	Tier 1 leverage capital ratio (2)	844,658		10.15	%	332,870		4.00	%	332,870		4.00	%	N/A		N/A		Tier 1 leverage capital ratio (2)	903,695		10.26	%	352,318		4.00	%	352,318		4.00	%	N/A		N/A
Tier 1 risk-based capital ratio (3)	Tier 1 risk-based capital ratio (3)	844,658		11.99	%	422,681		6.00	%	598,798		8.50	%	N/A		N/A		Tier 1 risk-based capital ratio (3)	903,695		12.18	%	445,170		6.00	%	630,657		8.50	%	N/A		N/A
Total risk-based capital ratio (4)	Total risk-based capital ratio (4)	1,007,237		14.30	%	563,489		8.00	%	739,580		10.50	%	N/A		N/A		Total risk-based capital ratio (4)	1,071,078		14.44	%	593,395		8.00	%	778,831		10.50	%	N/A		N/A
Brookline Bank	Brookline Bank																	Brookline Bank
Common equity Tier 1 capital ratio (1)	Common equity Tier 1 capital ratio (1)	$	570,278	11.94	%	$	214,929	4.50	%	$	334,334	7.00	%	$	310,453	6.50	%	Common equity Tier 1 capital ratio (1)	$	570,530	11.24	%	$	228,415	4.50	%	$	355,312	7.00	%	$	329,933	6.50	%
Tier 1 leverage capital ratio (2)	Tier 1 leverage capital ratio (2)	570,278		10.51	%	217,042		4.00	%	217,042		4.00	%	271,303		5.00	%	Tier 1 leverage capital ratio (2)	570,530		9.72	%	234,786		4.00	%	234,786		4.00	%	293,483		5.00	%
Tier 1 risk-based capital ratio (3)	Tier 1 risk-based capital ratio (3)	570,278		11.94	%	286,572		6.00	%	405,977		8.50	%	382,096		8.00	%	Tier 1 risk-based capital ratio (3)	570,530		11.24	%	304,553		6.00	%	431,451		8.50	%	406,071		8.00	%
Total risk-based capital ratio (4)	Total risk-based capital ratio (4)	630,194		13.20	%	381,936		8.00	%	501,291		10.50	%	477,420		10.00	%	Total risk-based capital ratio (4)	634,226		12.50	%	405,905		8.00	%	532,750		10.50	%	507,381		10.00	%
BankRI	BankRI																	BankRI
Common equity Tier 1 capital ratio (1)	Common equity Tier 1 capital ratio (1)	$	260,679	11.36	%	$	103,262	4.50	%	$	160,630	7.00	%	$	149,156	6.50	%	Common equity Tier 1 capital ratio (1)	$	244,422	10.32	%	$	106,579	4.50	%	$	165,790	7.00	%	$	153,948	6.50	%
Tier 1 leverage capital ratio (2)	Tier 1 leverage capital ratio (2)	260,679		8.58	%	121,529		4.00	%	121,529		4.00	%	151,911		5.00	%	Tier 1 leverage capital ratio (2)	244,422		8.13	%	120,257		4.00	%	120,257		4.00	%	150,321		5.00	%
Tier 1 risk-based capital ratio (3)	Tier 1 risk-based capital ratio (3)	260,679		11.36	%	137,683		6.00	%	195,050		8.50	%	183,577		8.00	%	Tier 1 risk-based capital ratio (3)	244,422		10.32	%	142,106		6.00	%	201,317		8.50	%	189,474		8.00	%
Total risk-based capital ratio (4)	Total risk-based capital ratio (4)	289,454		12.61	%	183,635		8.00	%	241,020		10.50	%	229,543		10.00	%	Total risk-based capital ratio (4)	274,091		11.57	%	189,518		8.00	%	248,743		10.50	%	236,898		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~~FHLB advances. The Company limits this risk by restricting the types of MBSs it invests into 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 enters into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments.

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 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~~June 30, ~~2022.~~2023.

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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~~June 30, ~~2022,~~2023, 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:~~indicated while maintaining a flat balance sheet:


		Estimated Exposure to Net Interest Income over Twelve-Month Horizon Beginning									Estimated Exposure to Net Interest Income over Twelve-Month Horizon Beginning
		September 30, 2022				December 31, 2021					June 30, 2023				December 31, 2022
Change in Interest Rate Levels	Change in Interest Rate Levels	Dollar Change		Percent Change		Dollar Change		Percent Change		Change in Interest Rate Levels	Dollar Change		Percent Change		Dollar Change		Percent Change
		(Dollars in Thousands)									(Dollars in Thousands)
Up 300 basis points shock	Up 300 basis points shock	$	23,837	7.5	%	$	27,487	10.2	%	Up 300 basis points shock	$	18,961	5.4	%	$	22,790	7.4	%
Up 200 basis points ramp	Up 200 basis points ramp	9,244		2.9	%	16,549		6.1	%	Up 200 basis points ramp	9,294		2.6	%	8,747		2.8	%
Up 100 basis points ramp	Up 100 basis points ramp	4,706		1.5	%	10,875		4.0	%	Up 100 basis points ramp	4,918		1.4	%	4,477		1.5	%
Down 100 basis points ramp	Down 100 basis points ramp	(6,739)		(2.1)	%	(4,340)		(1.6)	%	Down 100 basis points ramp	(5,030)		(1.4)	%	(6,160)		(2.0)	%

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 ~~7.5%~~5.4% as of ~~September~~June 30, ~~2022,~~2023, compared to ~~10.2%~~7.4% as of December 31, ~~2021. The balance sheet became less asset sensitive as deposit outflows reduced excess cash holdings and short-term borrowings funded loan growth.~~2022.

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~~June 30, ~~2022,~~2023, the Company’s one-year cumulative gap was a ~~positive $198.3~~negative $205.0 million, or ~~2.44%~~1.97% of total interest-earning assets, compared with a positive ~~$445.5~~$9.3 million, or ~~5.48%~~0.11% of total interest-earning assets, at December 31, ~~2021.~~2022.

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 ~~2021~~2022 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.


		Estimated Percent Change in Economic Value of Equity					Estimated Percent Change in Economic Value of Equity
Parallel Shock in Interest Rate Levels	Parallel Shock in Interest Rate Levels	At September 30, 2022		At December 31, 2021		Parallel Shock in Interest Rate Levels	At June 30, 2023		At December 31, 2022
Up 300 basis points	Up 300 basis points	0.6	%	8.2	%	Up 300 basis points	(1.23)	%	0.30	%
Up 200 basis points	Up 200 basis points	0.3	%	5.8	%	Up 200 basis points	(0.59)	%	0.51	%
Up 100 basis points	Up 100 basis points	0.8	%	3.7	%	Up 100 basis points	0.38	%	0.83	%
Down 100 basis points	Down 100 basis points	(3.2)	%	(9.4)	%	Down 100 basis points	(2.45)	%	(2.95)	%

The Company's EVE-at-risk asset sensitivity decreased from December 31, ~~2021~~2022 to ~~September~~June 30, ~~2022~~2023 due to ~~lower cash balances and higher short-term borrowings~~wholesale funding balances, as well as a ~~flatter~~more inverted yield curve.

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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.

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. There has been no change in the Company’s internal controls over financial reporting during the quarter ended June 30, 2023 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting as of December 31, ~~2021~~2022 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, ~~2021.~~2022.

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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,~~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

~~Please read~~There have been no material changes in the risk factors described in Part I, Item 1A. “Risk Factors” ~~in the Company’s~~of our Annual Report on Form 10-K ~~as amended,~~ for the ~~fiscal~~ year ended December 31, ~~2021 (the “10-K”)~~2022 filed with the SEC on February 27, 2023 and ~~the Company's~~Part II. Item 1A “Risk Factors” of our Quarterly Report on Form 10-Q for the ~~period~~quarter ended ~~June 30, 2022~~March 31, 2023 (the ~~"10-Q"~~“First Quarter 10-Q”)~~. Except as noted below, there have been no material changes since~~ filed with the 10-Q was filed. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and operating results.SEC on May 10, 2023.

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

a) Not applicable.

b) Not applicable.

c) Not applicable.

Item 3. Defaults Upon Senior Securities

a) None.

b) None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~During the three months ended June 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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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
104						Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)

* Filed herewith

** Furnished herewith

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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 4, 2022~~August 7, 2023	By:	/s/ Paul A. Perrault
		Paul A. Perrault
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 4, 2022~~August 7, 2023	By:	/s/ Carl M. Carlson
		Carl M. Carlson
		Co-President and Chief Financial Officer
		(Principal Financial Officer)

8795


	Fair Value
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
	(Dollars in Thousands)

Derivatives designated as hedges	$	(2,879)	$	1
(Loss) gain in OCI on derivatives (effective portion), net of tax	$	(2,114)	$	6
Gain (loss) reclassified from OCI into interest income or interest expense (effective portion)	$	212	$	7