January 13, 2014
Via EDGAR
Mr. Amit Pande
Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
RE: Brookline Bancorp, Inc.
Form 10-K for the fiscal year ended December 31, 2012
Filed March 1, 2013
File No. 0-23685
Dear Mr. Pande:
This letter is submitted on behalf of Brookline Bancorp, Inc. (the “Company”) in response to the comment of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the year ended December 31, 2012 as set forth in your letter (the “Comment Letter”) dated December 31, 2013 to Julie A. Gerschick, then the Chief Financial Officer and Treasurer of the Company.
For reference purposes, the text of the Comment Letter has been reproduced herein, with the Company’s response following the comment.
Form 10-K for the Fiscal Year Ended December 31, 2012
Notes to Consolidated Financial Statements
Note 7 Allowance for Loan and Lease Losses, page F-45
Comment:
1. We note in the table on page F-61 that you present a combined amount of Acquired Loans under ASC 310-20 and ASC 310-30. We also note a similar presentation in Note 6 related to your acquired loans and leases. Please revise future filings to disclose both the balance of your allowance for loan losses and your recorded investment in loans acquired with deteriorated credit quality for each loan portfolio segment, or tell us how you determined the current disclosure complies with the guidance in ASC 310-10-50-11B(g) and (h). Also refer to the example disclosure in ASC 310-10-55-7.
Response:
In future filings, the Company will segregate the acquired loans between those accounted for under ASC 310-20 and those accounted for under ASC 310-30 in accordance with the current disclosure guidance in ASC 310-10-50-11B(g) and (h).
Below is an example of how the disclosure for the fiscal year ended December 31, 2012 will be presented in the Company’s 2013 Form 10-K:
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| December 31, 2012 |
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| Acquired under |
| Acquired under |
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| Originated |
| ASC 310-20 |
| ASC 310-30 |
| Total |
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| (In Thousands) |
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Commercial real estate loans: |
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Commercial real estate |
| $ | 871,552 |
| $ | 178,288 |
| $ | 251,393 |
| $ | 1,301,233 |
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Multi-family |
| 506,017 |
| 18,721 |
| 81,795 |
| 606,533 |
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Construction |
| 80,913 |
| 2,316 |
| 14,968 |
| 98,197 |
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Total commercial real estate loans |
| 1,458,482 |
| 199,325 |
| 348,156 |
| 2,005,963 |
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Commercial loans and leases: |
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Commercial |
| 230,892 |
| 102,027 |
| 49,358 |
| 382,277 |
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Equipment financing |
| 366,297 |
| 39,009 |
| 15,685 |
| 420,991 |
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Condominium association |
| 44,187 |
| — |
| — |
| 44,187 |
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Total commercial loans and leases |
| 641,376 |
| 141,036 |
| 65,043 |
| 847,455 |
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Auto loans |
| 542,344 |
| — |
| — |
| 542,344 |
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Consumer loans: |
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Residential |
| 371,328 |
| 48,650 |
| 94,364 |
| 514,342 |
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Home equity |
| 99,683 |
| 153,914 |
| 7,965 |
| 261,562 |
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Other consumer |
| 6,122 |
| 824 |
| 333 |
| 7,279 |
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Total consumer loans and leases |
| 477,133 |
| 203,388 |
| 102,662 |
| 783,183 |
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Total loans and leases |
| $ | 3,119,335 |
| $ | 543,749 |
| $ | 515,861 |
| $ | 4,178,945 |
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Please note that for the fiscal year ended December 31, 2012, the Company did not experience further deterioration in the Acquired Loan portfolio accounted for under ASC 310-30, therefore the amount disclosed for allowance for loan losses represents the amount recorded for Acquired Loans under ASC 310-20 only.
As requested in the Comment Letter, the Company acknowledges that:
· The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· The staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you should have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at 617-927-4889.
Sincerely, |
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/s/ Thomas J. Meshako |
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Thomas J. Meshako |
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Principal Financial Officer |
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Brookline Bancorp, Inc. |
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cc: | Paul A. Perrault, President and Chief Executive Officer |
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| Michael W. McCurdy, General Counsel |
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| Joseph P. Gencarella, KPMG |
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| Samantha M. Kirby, Esq., Goodwin Procter |
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