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Account
This company appears to have been delisted
Reason: Merged with Berkshire Hills Bancorp
Last recorded trade on: October 3, 2025
Source:
https://www.berkshirebank.com/about-us/newsroom/news/beacon-financial-corporation-completes-merger-of-equals-berkshire-hills-bancorp-brookline-bancorp
Brookline Bancorp
BRKL
#6031
Rank
$0.97 B
Marketcap
๐บ๐ธ
United States
Country
$10.95
Share price
0.00%
Change (1 day)
-51.44%
Change (1 year)
๐ฆ Banks
๐ณ Financial services
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Annual Reports (10-K)
Brookline Bancorp
Quarterly Reports (10-Q)
Financial Year FY2019 Q3
Brookline Bancorp - 10-Q quarterly report FY2019 Q3
Text size:
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to .
Commission file number
0-23695
BROOKLINE BANCORP INC
.
(Exact name of registrant as specified in its charter)
Delaware
04-3402944
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
131 Clarendon Street
Boston
MA
02116
(Address of principal executive offices)
(Zip Code)
(
617
)
425-4600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
Smaller Reporting Company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
BRKL
Nasdaq Global Select Market
At October 31, 2019, the number of shares of common stock, par value $0.01 per share, outstanding was
79,767,595
.
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
FORM 10-Q
Table of Contents
Page
Part I
Financial Information
Item 1.
Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheets at September 30, 2019 and December 31, 2018
1
Unaudited Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2019 and 2018
2
Unaudited Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2019 and 2018
3
Unaudited Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2019 and 2018
4
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018
6
Notes to Unaudited Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
55
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
95
Item 4.
Controls and Procedures
98
Part II
Other Information
Item 1.
Legal Proceedings
99
Item 1A.
Risk Factors
99
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
99
Item 3.
Defaults Upon Senior Securities
99
Item 4.
Mine Safety Disclosures
99
Item 5.
Other Information
99
Item 6.
Exhibits
99
Signatures
100
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
At September 30, 2019
At December 31, 2018
(In Thousands Except Share Data)
ASSETS
Cash and due from banks
$
93,841
$
47,542
Short-term investments
84,689
42,042
Total cash and cash equivalents
178,530
89,584
Investment securities available-for-sale
467,339
502,793
Investment securities held-to-maturity (fair value of $95,802 and $112,830, respectively)
95,163
114,776
Equity securities held-for-trading
4,581
4,207
Total investment securities
567,083
621,776
Loans held-for-sale
—
3,247
Loans and leases:
Commercial real estate loans
3,589,451
3,351,736
Commercial loans and leases
1,850,388
1,768,958
Consumer loans
1,206,982
1,182,822
Total loans and leases
6,646,821
6,303,516
Allowance for loan and lease losses
(
59,135
)
(
58,692
)
Net loans and leases
6,587,686
6,244,824
Restricted equity securities
57,896
61,751
Premises and equipment, net of accumulated depreciation of $75,154 and $70,140, respectively
75,229
76,382
Right-of-use asset operating leases
26,216
—
Deferred tax asset
25,204
21,495
Goodwill
160,427
160,427
Identified intangible assets, net of accumulated amortization of $37,061 and $35,818, respectively
4,843
6,086
Other real estate owned ("OREO") and repossessed assets, net
2,132
4,019
Other assets
193,190
103,214
Total assets
$
7,878,436
$
7,392,805
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand checking accounts
$
1,106,684
$
1,033,551
Interest-bearing deposits:
NOW accounts
340,321
336,317
Savings accounts
604,481
619,961
Money market accounts
1,666,231
1,675,050
Certificate of deposit accounts
2,011,622
1,789,165
Total interest-bearing deposits
4,622,655
4,420,493
Total deposits
5,729,339
5,454,044
Borrowed funds:
Advances from the Federal Home Loan Bank of Boston ("FHLBB")
854,481
784,375
Subordinated debentures and notes
83,551
83,433
Other borrowed funds
48,373
52,734
Total borrowed funds
986,405
920,542
Operating lease liabilities
26,216
—
Mortgagors' escrow accounts
7,072
7,426
Accrued expenses and other liabilities
197,093
100,174
Total liabilities
6,946,125
6,482,186
Commitments and contingencies (Note 12)
Stockholders' Equity:
Brookline Bancorp, Inc. stockholders' equity:
Common stock, $0.01 par value; 200,000,000 shares authorized; 85,177,172 shares issued and 85,177,172 shares issued, respectively
852
852
Additional paid-in capital
735,928
755,629
Retained earnings, partially restricted
252,435
212,838
Accumulated other comprehensive loss
2,775
(
9,460
)
Treasury stock, at cost; 5,003,127 shares and 5,020,025 shares, respectively
(
59,176
)
(
59,120
)
Unallocated common stock held by Employee Stock Ownership Plan ("ESOP"); 92,337 shares and 109,950 shares, respectively
(
503
)
(
599
)
Total Brookline Bancorp, Inc. stockholders' equity
932,311
900,140
Noncontrolling interest in subsidiary
—
10,479
Total stockholders' equity
932,311
910,619
Total liabilities and stockholders' equity
$
7,878,436
$
7,392,805
See accompanying notes to unaudited consolidated financial statements.
1
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Income
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
(In Thousands Except Share Data)
Interest and dividend income:
Loans and leases
$
83,566
$
75,877
$
247,036
$
216,478
Debt securities
2,977
3,585
9,371
10,471
Marketable and restricted equity securities
876
1,029
2,664
2,956
Short-term investments
487
145
1,105
444
Total interest and dividend income
87,906
80,636
260,176
230,349
Interest expense:
Deposits
18,300
11,916
51,960
28,234
Borrowed funds
6,370
6,388
18,847
17,575
Total interest expense
24,670
18,304
70,807
45,809
Net interest income
63,236
62,332
189,369
184,540
Provision for credit losses
871
2,717
5,981
4,828
Net interest income after provision for credit losses
62,365
59,615
183,388
179,712
Non-interest income:
Deposit fees
2,710
2,648
7,913
7,731
Loan fees
719
417
1,530
1,037
Loan level derivative income, net
2,251
2,192
5,768
3,629
(Loss) gain on investment securities, net
(
116
)
—
375
1,162
Gain on sales of loans and leases held-for-sale
550
535
1,400
1,556
Other
1,815
1,277
5,051
3,648
Total non-interest income
7,929
7,069
22,037
18,763
Non-interest expense:
Compensation and employee benefits
24,871
22,338
72,567
67,217
Occupancy
3,895
3,913
11,594
11,751
Equipment and data processing
4,749
4,601
14,051
13,587
Professional services
1,083
1,075
3,246
3,274
FDIC insurance
54
846
1,392
1,995
Advertising and marketing
1,035
1,068
3,216
3,243
Amortization of identified intangible assets
421
537
1,243
1,543
Merger and restructuring expense
1,125
22
1,125
3,261
Other
2,958
2,910
10,232
9,079
Total non-interest expense
40,191
37,310
118,666
114,950
Income before provision for income taxes
30,103
29,374
86,759
83,525
Provision for income taxes
7,507
6,140
21,182
19,134
Net income before noncontrolling interest in subsidiary
22,596
23,234
65,577
64,391
Less: net income attributable to noncontrolling interest in subsidiary
—
774
43
2,467
Net income attributable to Brookline Bancorp, Inc.
$
22,596
$
22,460
$
65,534
$
61,924
Earnings per common share:
Basic
$
0.28
$
0.28
$
0.82
$
0.78
Diluted
0.28
0.28
0.82
0.78
Weighted average common shares outstanding during the year:
Basic
79,700,403
80,315,050
79,676,456
79,471,238
Diluted
79,883,510
80,515,467
79,867,683
79,740,992
Dividends paid per common share
$
0.110
$
0.100
$
0.325
$
0.290
See accompanying notes to unaudited consolidated financial statements.
2
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
(In Thousands)
Net income before noncontrolling interest in subsidiary
$
22,596
$
23,234
$
65,577
$
64,391
Investment securities available-for-sale:
Unrealized securities holding gains (losses)
2,098
(
2,803
)
15,696
(
12,449
)
Income tax (expense) benefit
(
464
)
619
(
3,461
)
2,747
Net unrealized securities holding gains (losses) before reclassification adjustments, net of taxes
1,634
(
2,184
)
12,235
(
9,702
)
Less reclassification adjustments for securities gains included in net income:
Loss on sales of securities, net
—
—
—
(
68
)
Income tax benefit
—
—
—
15
Net reclassification adjustments for securities gains included in net income
—
—
—
(
53
)
Net unrealized securities holding gains (losses)
1,634
(
2,184
)
12,235
(
9,649
)
Comprehensive income
24,230
21,050
77,812
54,742
Less: Net income attributable to noncontrolling interest in subsidiary
—
774
43
2,467
Comprehensive income attributable to Brookline Bancorp, Inc.
$
24,230
$
20,276
$
77,769
$
52,275
See accompanying notes to unaudited consolidated financial statements.
3
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Nine Months Ended September 30, 2019
and
2018
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Unallocated
Common Stock
Held by ESOP
Total Brookline
Bancorp, Inc.
Stockholders'
Equity
Noncontrolling
Interest in
Subsidiary
Total Stockholders'
Equity
(In Thousands)
Balance at December 31, 2018
$
852
$
755,629
$
212,838
$
(
9,460
)
$
(
59,120
)
$
(
599
)
$
900,140
$
10,479
$
910,619
Net income attributable to Brookline Bancorp, Inc.
—
—
65,534
—
—
—
65,534
—
65,534
Net income attributable to noncontrolling interest in subsidiary
—
—
—
—
—
—
—
43
43
Other comprehensive income
—
—
—
12,235
—
—
12,235
—
12,235
Common stock dividends of $0.325 per share
—
—
(
25,937
)
—
—
—
(
25,937
)
—
(
25,937
)
Dividend distribution to owners of noncontrolling interest in subsidiary
—
(
930
)
—
—
—
—
(
930
)
—
(
930
)
Redemption of noncontrolling interest in subsidiary
—
(
18,697
)
—
—
—
—
(
18,697
)
(
10,522
)
(
29,219
)
Restricted stock awards issued, net of awards surrendered
—
(
239
)
—
—
1,814
—
1,575
—
1,575
Treasury stock, repurchase shares
—
—
—
—
(
1,870
)
—
(
1,870
)
—
(
1,870
)
Common stock held by ESOP committed to be released (17,613 shares)
—
165
—
—
—
96
261
—
261
Balance at September 30, 2019
$
852
$
735,928
$
252,435
$
2,775
$
(
59,176
)
$
(
503
)
$
932,311
$
—
$
932,311
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Unallocated
Common Stock
Held by ESOP
Total Brookline
Bancorp, Inc.
Stockholders'
Equity
Noncontrolling
Interest in
Subsidiary
Total Stockholders'
Equity
(In Thousands)
Balance at December 31, 2017
$
817
$
699,976
$
161,217
$
(
5,950
)
$
(
51,454
)
$
(
776
)
$
803,830
$
8,753
$
812,583
Net income attributable to Brookline Bancorp, Inc.
—
—
61,924
—
—
—
61,924
—
61,924
Net income attributable to noncontrolling interest in subsidiary
—
—
—
—
—
—
—
2,467
2,467
Common stock issued for acquisition
35
55,148
—
—
—
—
55,183
—
55,183
Issuance of noncontrolling interest
—
—
—
—
—
—
—
130
130
Other comprehensive income
—
—
—
(
9,649
)
—
—
(
9,649
)
—
(
9,649
)
Common stock dividends of $0.29 per share
—
—
(
22,990
)
—
—
—
(
22,990
)
—
(
22,990
)
Dividend distribution to owners of noncontrolling interest in subsidiary
—
—
—
—
—
—
—
(
1,893
)
(
1,893
)
Restricted stock awards issued, net of awards surrendered
—
(
1,472
)
—
—
3,120
—
1,648
—
1,648
Common stock held by ESOP committed to be released (24,282 shares)
—
289
—
—
—
133
422
—
422
Balance at September 30, 2018
$
852
$
753,941
$
200,151
$
(
15,599
)
$
(
48,334
)
$
(
643
)
$
890,368
$
9,457
$
899,825
See accompanying notes to unaudited consolidated financial statements.
4
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended September 30, 2019
and
2018
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Unallocated
Common Stock
Held by ESOP
Total Brookline
Bancorp, Inc.
Stockholders'
Equity
Noncontrolling
Interest in
Subsidiary
Total Stockholders'
Equity
(In Thousands)
Balance at June 30, 2019
$
852
$
737,584
$
238,625
$
1,141
$
(
59,199
)
$
(
535
)
$
918,468
$
—
$
918,468
Net income attributable to Brookline Bancorp, Inc.
—
—
22,596
—
—
—
22,596
—
22,596
Other comprehensive income
—
—
—
1,634
—
—
1,634
—
1,634
Common stock dividends of $0.11 per share
—
—
(
8,786
)
—
—
—
(
8,786
)
—
(
8,786
)
Dividend distribution to owners of noncontrolling interest in subsidiary
—
(
1
)
—
—
—
—
(
1
)
—
(
1
)
Redemption of noncontrolling interest in subsidiary
—
—
—
—
—
—
—
—
—
Restricted stock awards issued, net of awards surrendered
—
(
1,708
)
—
—
1,893
—
185
—
185
Treasury stock, repurchase shares
—
—
—
—
(
1,870
)
—
(
1,870
)
—
(
1,870
)
Common stock held by ESOP committed to be released (5,871 shares)
—
53
—
—
—
32
85
—
85
Balance at September 30, 2019
$
852
$
735,928
$
252,435
$
2,775
$
(
59,176
)
$
(
503
)
$
932,311
$
—
$
932,311
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Treasury
Stock
Unallocated
Common Stock
Held by ESOP
Total Brookline
Bancorp, Inc.
Stockholders'
Equity
Noncontrolling
Interest in
Subsidiary
Total Stockholders'
Equity
(In Thousands)
Balance at June 30, 2018
$
852
$
756,254
$
185,734
$
(
13,415
)
$
(
51,454
)
$
(
688
)
$
877,283
$
9,085
$
886,368
Net income attributable to Brookline Bancorp, Inc.
—
—
22,460
—
—
—
22,460
—
22,460
Net income attributable to noncontrolling interest in subsidiary
—
—
—
—
—
—
—
774
774
Common stock issued for acquisition
—
2
—
—
—
—
2
—
2
Issuance of noncontrolling interest
—
—
—
—
—
—
—
1
1
Other comprehensive income
—
—
—
(
2,184
)
—
—
(
2,184
)
—
(
2,184
)
Common stock dividends of $0.10 per share
—
—
(
8,043
)
—
—
—
(
8,043
)
—
(
8,043
)
Dividend distribution to owners of noncontrolling interest in subsidiary
—
—
—
—
—
—
—
(
1,893
)
(
1,893
)
Redemption of noncontrolling interest in subsidiary
—
—
—
—
—
—
—
1,490
1,490
Compensation under recognition and retention plan
—
(
2,418
)
—
—
3,120
—
702
—
702
Common stock held by ESOP committed to be released (8,094 shares)
—
103
—
—
—
45
148
—
148
Balance at September 30, 2018
$
852
$
753,941
$
200,151
$
(
15,599
)
$
(
48,334
)
$
(
643
)
$
890,368
$
9,457
$
899,825
See accompanying notes to unaudited consolidated financial statements.
5
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended September 30,
2019
2018
(In Thousands)
Cash flows from operating activities:
Net income attributable to Brookline Bancorp, Inc.
$
65,534
$
61,924
Adjustments to reconcile net income to net cash provided from operating activities:
Net income attributable to noncontrolling interest in subsidiary
43
2,467
Provision for credit losses
5,981
4,828
Origination of loans and leases held-for-sale
(
15,352
)
(
19,286
)
Proceeds from sales of loans and leases held-for-sale, net
19,741
22,418
Deferred income tax benefit
(
538
)
(
4,456
)
Depreciation of premises and equipment
5,252
5,594
Amortization of investment securities premiums and discounts, net
1,406
1,546
Amortization of deferred loan and lease origination costs, net
5,227
5,187
Amortization of identified intangible assets
1,243
1,543
Amortization of debt issuance costs
75
75
(Accretion) amortization of acquisition fair value adjustments, net
(
682
)
191
Gain on investment securities, net
(
375
)
(
1,162
)
Gain on sales of loans and leases held-for-sale
(
1,400
)
(
1,556
)
Loss on sales of OREO and other repossessed assets, net
99
—
Write-down of OREO and other repossessed assets
466
375
Compensation under recognition and retention plans
2,182
1,632
ESOP shares committed to be released
261
422
Net change in:
Cash surrender value of bank-owned life insurance
(
772
)
(
775
)
Equity securities held-for-trading
—
(
4,169
)
Other assets
(
89,204
)
(
15,966
)
Accrued expenses and other liabilities
96,368
28,223
Net cash provided from operating activities
95,555
89,055
Cash flows from investing activities:
Proceeds from sales of investment securities available-for-sale
—
1,470
Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale
50,147
64,161
Purchases of investment securities available-for-sale
—
(
73,852
)
Proceeds from maturities, calls, and principal repayments of investment securities held to maturity
19,711
2,523
Purchases of investment securities held-to-maturity
(
500
)
(
8,915
)
Proceeds from redemption/sales of restricted equity securities
15,469
9,128
Purchase of restricted equity securities
(
11,614
)
(
12,492
)
Proceeds from sales of loans and leases held-for-investment, net
8,679
4,372
Net increase in loans and leases
(
364,936
)
(
511,212
)
Acquisitions, net of cash and cash equivalents acquired
—
(
24,659
)
Purchase of premises and equipment, net
(
4,222
)
(
3,320
)
Proceeds from sales of OREO and other repossessed assets
4,105
2,001
Net cash used for investing activities
(
283,161
)
(
550,795
)
See accompanying notes to unaudited consolidated financial statements.
6
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows (Continued)
Nine Months Ended September 30,
2019
2018
(In Thousands)
(Continued)
Cash flows from financing activities:
Decrease in demand checking, NOW, savings and money market accounts
52,838
(
88,622
)
Increase in certificates of deposit
222,957
450,318
Proceeds from FHLBB advances
3,647,800
5,929,608
Repayment of FHLBB advances
(
3,577,694
)
(
5,860,071
)
Increase (decrease) in other borrowed funds, net
(
4,361
)
(
7,591
)
(Decrease) increase in mortgagors' escrow accounts, net
(
354
)
541
Repurchases of common stock
(
1,870
)
—
Common stock issued for acquisition
—
55,181
Payment of dividends on common stock
(
25,937
)
(
22,990
)
Payment of income taxes for shares withheld in share based activity
(
46
)
—
Redemption of noncontrolling interest in subsidiary
(
35,851
)
—
Proceeds from issuance of noncontrolling units
—
130
Payment of dividends to owners of noncontrolling interest in subsidiary
(
930
)
(
1,893
)
Net cash provided from financing activities
276,552
454,611
Net increase (decrease) in cash and cash equivalents
88,946
(
7,129
)
Cash and cash equivalents at beginning of period
89,584
61,005
Cash and cash equivalents at end of period
$
178,530
$
53,876
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits, borrowed funds and subordinated debt
$
72,047
$
46,133
Income taxes
21,270
15,098
Non-cash investing activities:
Transfer from loans to other real estate owned
2,783
1,891
Acquisition of First Commons Bank, N.A.:
Fair value of assets acquired, net of cash and cash equivalents acquired
$
—
$
292,025
Fair value of liabilities assumed
—
278,988
See accompanying notes to unaudited consolidated financial statements.
7
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; Bank Rhode Island ("BankRI"), a Rhode Island-chartered financial institution; and First Ipswich Bank ("First Ipswich"), a Massachusetts-chartered trust company (collectively referred to as the "Banks"). The Banks are all members of the Federal Reserve System. The Company is also the parent of Brookline Securities Corp. ("BSC"). The Company's primary business is to provide commercial, business and retail banking services to its corporate, municipal and retail customers through the Banks and its non-bank subsidiaries.
Brookline Bank, which includes its wholly-owned subsidiaries BBS Investment Corp., Longwood Securities Corp. ("LSC") and Eastern Funding LLC ("Eastern Funding"), operates
25
full-service banking offices in the greater Boston metropolitan area with
2
additional lending offices. As of
December 31, 2018
, Brookline Bank, a wholly-owned subsidiary of the Company, held an
84.07
percent
ownership interest its subsidiary, Eastern Funding. As previously announced, on January 4, 2019, Brookline Bank completed the purchase of the remaining
15.93
percent
interest in Eastern Funding for a total cash consideration of
$
35.9
million
. BankRI, which includes its wholly-owned subsidiaries, Acorn Insurance Agency, BRI Realty Corp., Macrolease Corporation ("Macrolease"), BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp., operates
20
full-service banking offices in the greater Providence, Rhode Island area. First Ipswich, which includes its wholly-owned subsidiaries First Ipswich Insurance Agency and First Ipswich Securities II Corp., operates
6
full-service banking offices on the north shore of eastern Massachusetts.
The Company's activities include acceptance of commercial, municipal and retail deposits, origination of mortgage loans on commercial and residential real estate located principally in all New England states, origination of commercial loans and leases to small- and mid-sized businesses, investment in debt and equity securities, and the offering of cash management and investment advisory services. The Company also provides specialty equipment financing through its subsidiaries Eastern Funding, which is based in New York City, New York, and Macrolease, which is based in Plainview, New York.
The Company and the Banks are supervised, examined and regulated by the Board of Governors of the Federal Reserve System ("FRB"). As Massachusetts-chartered trust companies, Brookline Bank and First Ipswich are also subject to regulation under the laws of the Commonwealth of Massachusetts and the jurisdiction of the Massachusetts Division of Banks (the "DOB"). As a Rhode Island-chartered financial institution, BankRI is subject to regulation under the laws of the State of Rhode Island and the jurisdiction of the Banking Division of the Rhode Island Department of Business Regulation.
The Federal Deposit Insurance Corporation ("FDIC") offers insurance coverage on all deposits up to
$250,000
per depositor at each of the Banks. As FDIC-insured depository institutions, the Banks are also secondarily subject to supervision, examination and regulation by the FDIC. As previously disclosed on a Form 8-K filed with the SEC, on July 31, 2019, Brookline Bank ended its membership in the Depositors Insurance Fund (“DIF”), a private industry-sponsored fund which insures Massachusetts-chartered savings bank deposit balances in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated Brookline Bank’s withdrawal from the DIF and the concurrent charter conversion of Brookline Bank from a Massachusetts-chartered savings bank to a Massachusetts-chartered trust company.
Basis of Financial Statement Presentation
The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures considered necessary for the fair presentation of the accompanying consolidated financial statements have been included. Interim results are not necessarily reflective of the results of the entire year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
.
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.
8
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
In preparing these consolidated financial statements, Management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates based upon changing conditions, including economic conditions and future events. Material estimates that are particularly susceptible to significant changes in the near-term include the determination of the allowance for loan and lease losses, the determination of fair market values of assets and liabilities, including acquired loans and leases, the review of goodwill and intangible assets for impairment and the review of deferred tax assets for valuation allowances.
The judgments used by Management in applying these critical accounting policies may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. For example, subsequent evaluations of the loan and lease portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for loan and lease losses in future periods, and the inability to collect outstanding principal may result in increased loan and lease losses.
Reclassification
Certain previously reported amounts have been reclassified to conform to the current year's presentation.
(2)
Recent Accounting Pronouncements
In April 2019, FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments to improve the Codifications or correct any unintended application. Codification improvements to Update 2016-13 (Topic 326) will be effective on the same date as requirements in 2016-13. Codification improvements to Update 2017-12 (Topic 815) will be effective as of the beginning of the first annual period beginning after the issuance date and Update 2016-01 (Topic 825) will be effective for fiscal years beginning after December 15, 2019. Management believes that this ASU does apply and has not determined the impact, if any, as of
September 30, 2019
.
In August 2018, FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), to add additional guidance to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance for determining when the arrangement includes a software license. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period. Management is still determining the impact of this ASU, as of
September 30, 2019
.
In August 2018, FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20), to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years ending after December 15, 2020, for public business entities and for fiscal years ending after December 15, 2021, for all other entities. Early adoption is permitted. Management believes that this ASU does apply and has not determined the impact, if any, as of
September 30, 2019
.
In August 2018, FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Management believes that this ASU does apply and has not determined the impact, if any, as of
September 30, 2019
.
In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The intent of this ASU is to replace the current GAAP method of calculating credit losses. Current GAAP uses a higher threshold at which probable losses can be calculated and recorded. The new process will require institutions to account for probable losses that originally would not have been part of the calculation. The calculation will incorporate future forecasting in addition to historical and current measures. For public entities that file with the SEC, this ASU is effective for the fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. This ASU must be applied to AFS Debt Securities, HTM Debt Securities, and HTM Loans
.
A retrospective approach will be applied cumulatively to retained earnings. Early adoption is permitted as of the fiscal years beginning after December 15, 2018. In November 2018, FASB issued ASU 2018-19 to clarify that operating lease receivables are not in scope of the credit losses standard. Management has determined that ASU 2016-13 does apply, but has not determined the impact, as of
September 30,
9
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
2019
. In preparation for the adoption in 2020 of this ASU, Management formed a steering committee to oversee the adoption of ASU 2016-13. The steering committee, along with a project team, has developed an approach for implementation and has selected a third party software service provider. The new software model will include additional assumptions used to calculate credit losses over the estimated life of the financial assets and will include the impact of forecasted economic conditions. The project team is in the testing phase of the third party software by validating model results and assessing data inputs and potential model assumptions. The third party software is being used for both the loan and securities portfolios. Loan portfolios are to be modeled using a lifetime loss rate approach. Securities portfolios are to be modeled using a discounted cash flow approach. Management expects to have completed the testing phase during 4Q 2019. AFS Corporate Securities and HTM Municipal security segments necessitate a CECL allowance. As mentioned, the Company will utilize a DCF-based credit loss model. This model generates Expected Cash Flows on a security level and applies a Probability of Default in conjunction with a Loss Given Default to each instance of cash flow. The Company sources PD and LGD assumptions from white paper studies. The Company will employ a zero-loss expectation for securities issued by either the federal government or government-sponsored entities. The faith and credit of the United States government either implicitly or explicitly backs these securities and, thus, they have no associated credit risk. These zero-loss securities represent
85
%
of the Company’s investment portfolio. The Company is progressing with development of accounting policies and establishment of internal controls relevant to the updated methodologies and models. These aspects of the new methodologies are also expected to be completed during 4Q 2019.
In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). This ASU requires lessees to record most leases on their balance sheet but recognize expenses on their income statements in a manner similar to current accounting. Subsequently, the FASB issued ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 to update provisions to ASU 2016-02. The Company has adopted all of the above mentioned ASU's regarding leases as of January 1, 2019. The standard had a material impact on our consolidated balance sheet by recognizing right-of-use asset operating leases and operating lease liabilities on the balance sheet. However, there was no impact on our consolidated income statement as the timing of the expense recognition has not changed. Additional details can be found in Note 12.
10
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
(3)
Investment Securities
The following tables set forth investment securities available-for-sale, held-to-maturity and equity securities held-for-trading at the dates indicated:
At September 30, 2019
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(In Thousands)
Investment securities available-for-sale:
GSE debentures
$
182,966
$
3,240
$
36
$
186,170
GSE CMOs
92,883
47
1,079
91,851
GSE MBSs
141,853
739
513
142,079
SBA commercial loan asset-backed securities
37
—
—
37
Corporate debt obligations
32,519
462
—
32,981
U.S. Treasury bonds
13,842
379
—
14,221
Total investment securities available-for-sale
$
464,100
$
4,867
$
1,628
$
467,339
Investment securities held-to-maturity:
GSE debentures
$
38,624
$
129
$
19
$
38,734
GSEs MBSs
9,937
—
102
9,835
Municipal obligations
46,102
663
2
46,763
Foreign government obligations
500
—
30
470
Total investment securities held-to-maturity
$
95,163
$
792
$
153
$
95,802
Equity securities held-for-trading
$
4,581
December 31, 2018
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
(In Thousands)
Investment securities available-for-sale:
GSE debentures
$
184,072
$
99
$
3,092
$
181,079
GSE CMOs
107,363
17
4,250
103,130
GSE MBSs
169,334
124
4,369
165,089
SBA commercial loan asset-backed securities
51
—
—
51
Corporate debt obligations
40,618
—
910
39,708
U.S. Treasury bonds
13,812
65
141
13,736
Total investment securities available-for-sale
$
515,250
$
305
$
12,762
$
502,793
Investment securities held-to-maturity:
GSE debentures
$
50,546
$
22
$
967
$
49,601
GSEs MBSs
11,426
—
295
11,131
Municipal obligations
52,304
10
716
51,598
Foreign government obligations
500
—
—
500
Total investment securities held-to-maturity
$
114,776
$
32
$
1,978
$
112,830
Equity securities held-for-trading
$
4,207
As of
September 30, 2019
, the fair value of all investment securities available-for-sale was
$
467.3
million
, with net unrealized gains of
$
3.2
million
, compared to a fair value of
$
502.8
million
and net unrealized losses of
$
12.5
million
as of
December 31, 2018
. As of
September 30, 2019
,
$
169.7
million
, or
36.3
%
of the portfolio, had gross unrealized losses of
$
1.6
million
, compared to
$
466.7
million
, or
92.8
%
of the portfolio, with gross unrealized losses of
$
12.8
million
as of
December 31, 2018
.
11
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
As of
September 30, 2019
, the fair value of all investment securities held-to-maturity was
$
95.8
million
, with net unrealized
gains
of
$
0.6
million
, compared to a fair value of
$
112.8
million
with net unrealized losses of
$
1.9
million
as of
December 31, 2018
. As of
September 30, 2019
,
$
19.9
million
, or
20.8
%
of the portfolio, had gross unrealized losses of
$
0.2
million
. As of
December 31, 2018
,
$
102.1
million
, or
90.5
%
of the portfolio had gross unrealized losses of
$
2.0
million
.
As of
September 30, 2019
, the Company recorded a fair value of
$
4.6
million
of equity securities held-for-trading. As of
December 31, 2018
, the Company recorded a fair value of
$
4.2
million
of equity securities held-for-trading.
Investment Securities as Collateral
As of
September 30, 2019
and
December 31, 2018
, respectively,
$
437.8
million
and
$
442.5
million
of investment securities were pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLBB borrowings. The Banks did not have any outstanding FRB borrowings as of
September 30, 2019
and
December 31, 2018
.
Other-Than-Temporary Impairment ("OTTI")
Investment securities as of
September 30, 2019
and
December 31, 2018
that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer are as follows:
At September 30, 2019
Less than
Twelve Months
Twelve Months
or Longer
Total
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
(In Thousands)
Investment securities available-for-sale:
GSE debentures
$
5,564
$
22
$
9,777
$
14
$
15,341
$
36
GSE CMOs
23,489
176
61,385
903
84,874
1,079
GSE MBSs
24,787
84
44,672
429
69,459
513
SBA commercial loan asset-backed securities
—
—
36
—
36
—
Temporarily impaired investment securities available-for-sale
53,840
282
115,870
1,346
169,710
1,628
Investment securities held-to-maturity:
GSE debentures
2,986
12
2,991
7
5,977
19
GSEs MBSs
—
—
9,772
102
9,772
102
Municipal obligations
3,508
2
206
—
3,714
2
Foreign government obligations
470
30
—
—
470
30
Temporarily impaired investment securities held-to-maturity
6,964
44
12,969
109
19,933
153
Total temporarily impaired investment securities
$
60,804
$
326
$
128,839
$
1,455
$
189,643
$
1,781
12
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
December 31, 2018
Less than
Twelve Months
Twelve Months
or Longer
Total
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
(In Thousands)
Investment securities available-for-sale:
GSE debentures
$
25,780
$
191
$
130,284
$
2,901
$
156,064
$
3,092
GSE CMOs
—
—
102,630
4,250
102,630
4,250
GSE MBSs
21,487
113
138,051
4,256
159,538
4,369
SBA commercial loan asset-backed securities
—
—
51
—
51
—
Corporate debt obligations
10,019
93
29,689
817
39,708
910
U.S. Treasury bonds
3,927
37
4,753
104
8,680
141
Temporarily impaired investment securities available-for-sale
61,213
434
405,458
12,328
466,671
12,762
Investment securities held-to-maturity:
GSE debentures
—
—
40,653
967
40,653
967
GSEs MBSs
—
—
11,080
295
11,080
295
Municipal obligations
14,813
107
35,058
609
49,871
716
Foreign government obligations
—
—
500
—
500
—
Temporarily impaired investment securities held-to-maturity
14,813
107
87,291
1,871
102,104
1,978
Total temporarily impaired investment securities
$
76,026
$
541
$
492,749
$
14,199
$
568,775
$
14,740
The Company performs regular analysis of the investment securities available-for-sale portfolio to determine whether a decline in fair value indicates that an investment security is OTTI. In making these OTTI determinations, management considers, among other factors, the length of time and extent to which the fair value has been less than amortized cost; projected future cash flows; credit subordination and the creditworthiness; capital adequacy and near-term prospects of the issuers.
Management also considers the Company's capital adequacy, interest-rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the investment securities before recovery. If the Company determines that a decline in fair value is OTTI and that it is more likely than not that the Company will not sell or be required to sell the investment security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in the Company's unaudited consolidated statement of income and the noncredit portion is recognized in accumulated other comprehensive income. The credit portion of the OTTI impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the investment security. If the Company determines that a decline in fair value is OTTI and it is more likely than not that it will sell or be required to sell the investment security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in the Company's unaudited consolidated statement of income.
Investment Securities Available-For-Sale Impairment Analysis
The following discussion summarizes, by investment security type, the basis for evaluating if the applicable investment securities within the Company’s available-for-sale portfolio were OTTI as of
September 30, 2019
. Based on the analysis below, it was determined that is it more likely than not that the Company will not sell or be required to sell the investment securities before recovery of its amortized cost. The Company's ability and intent to hold these investment securities until recovery is supported by the Company's strong capital and liquidity positions as well as its historically low portfolio turnover. As such, management has determined that the investment securities are not OTTI as of
September 30, 2019
. If market conditions for investment securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional OTTI in future periods.
13
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
U.S. Government-Sponsored Enterprises
The Company invests in securities issued by U.S. Government-sponsored enterprises ("GSEs"), including GSE debentures, mortgage-backed securities ("MBSs"), and collateralized mortgage obligations ("CMOs"). GSE securities include obligations issued by the Federal National Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC"), the Government National Mortgage Association ("GNMA"), the FHLBB and the Federal Farm Credit Bank. As of
September 30, 2019
, only GNMA MBSs and CMOs, and Small Business Administration ("SBA") commercial loan asset-backed securities in our available-for-sale portfolio with an estimated fair value of
$
18.3
million
were backed explicitly by the full faith and credit of the U.S. Government, compared to
$
20.6
million
as of
December 31, 2018
.
As of
September 30, 2019
, the Company owned
60
GSE debentures with a total fair value of
$
186.2
million
, and a net unrealized gain of
$
3.2
million
. As of
December 31, 2018
, the Company held
60
GSE debentures with a total fair value of
$
181.1
million
, with a net unrealized loss of
$
3.0
million
. As of
September 30, 2019
,
6
of the
60
securities in this portfolio were in an unrealized loss position. As of
December 31, 2018
,
51
of the
60
securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA/SBA) guarantee of the U.S Government. During the
nine months ended
September 30, 2019
, the Company did
no
t purchase any GSE debentures. This compares to
$
33.9
million
purchased during the same period in
2018
.
As of
September 30, 2019
, the Company owned
61
GSE CMOs with a total fair value of
$
91.9
million
and a net unrealized loss of
$
1.0
million
. As of
December 31, 2018
, the Company held
61
GSE CMOs with a total fair value of
$
103.1
million
with a net unrealized loss of
$
4.2
million
. As of
September 30, 2019
,
41
of the
61
securities in this portfolio were in an unrealized loss position. As of
December 31, 2018
,
46
of the
61
securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the
nine months ended
September 30, 2019
and
2018
, the Company did
no
t purchase any GSE CMOs.
As of
September 30, 2019
, the Company owned
151
GSE MBSs with a total fair value of
$
142.1
million
and a net unrealized gain of
$
0.2
million
. As of
December 31, 2018
, the Company held
165
GSE MBSs with a total fair value of
$
165.1
million
with a net unrealized loss of
$
4.2
million
. As of
September 30, 2019
,
49
of the
151
securities in this portfolio were in an unrealized loss position. As of
December 31, 2018
,
93
of the
165
securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the
nine months ended
September 30, 2019
, the Company did
no
t purchase any GSE MBSs. This compares to
$
15.2
million
purchased during the same period in
2018
.
SBA Commercial Loan Asset-Backed
As of
September 30, 2019
, the Company owned
4
SBA securities with a total fair value of
$
37.0
thousand
, which approximated amortized cost. As of
December 31, 2018
, the Company owned
4
SBA securities with a total fair value of
$
51.0
thousand
, which approximated amortized cost. As of
September 30, 2019
,
3
of the
4
securities in this portfolio were in an unrealized loss position. As of
December 31, 2018
, all
4
of the securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the explicit guarantee of the U.S Government. During the
nine months ended
September 30, 2019
and
2018
, the Company did
no
t purchase any SBA securities.
Corporate Obligations
The Company may invest in high-quality corporate obligations to provide portfolio diversification and improve the overall yield on the portfolio. As of
September 30, 2019
, the Company held
9
corporate obligation securities with a total fair value of
$
33.0
million
and a net unrealized gain of
$
0.5
million
. As of
December 31, 2018
, the Company held
11
corporate obligation securities with a total fair value of
$
39.7
million
and a net unrealized loss of
$
0.9
million
. As of
September 30, 2019
,
none
of the securities in this portfolio were in an unrealized loss position. As of
December 31, 2018
, all
11
of the securities in this portfolio were in an unrealized loss position. Full collection of the obligations is expected because the financial condition of the issuers is sound, they have not defaulted on scheduled payments, the obligations are rated investment grade, and the Company has the ability and intent to hold the obligations for a period of time to recover the amortized cost. During the
nine months ended
September 30, 2019
and
2018
, the Company did
no
t purchase any corporate obligations.
14
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
U.S. Treasury Bonds
The Company invests in securities issued by the U.S. government. As of
September 30, 2019
, the Company owned
3
U.S. Treasury bonds with a total fair value of
$
14.2
million
and an unrealized gain of
$
0.4
million
. This compares to
7
U.S. Treasury bonds with a total fair value of
$
13.7
million
and an unrealized loss of
$
0.1
million
as of
December 31, 2018
. During the
nine months ended
September 30, 2019
the Company did
no
t purchase any U.S. Treasury bonds. This compares to
$
24.7
million
purchased during the same period in
2018
.
Equity Securities Held-for-Trading
From time to time, the Company will invest in equity securities held-for-trading. As of
September 30, 2019
and
December 31, 2018
, the Company owned
3
equity securities held-for-trading with a fair value of
$
4.6
million
and
$
4.2
million
, respectively.
Investment Securities Held-to-Maturity Impairment Analysis
The following discussion summarizes by investment security type, the basis for evaluating if the applicable investment securities within the Company's held-to-maturity portfolio were OTTI at
September 30, 2019
. Management has the ability and the intent to hold the securities until maturity.
U.S. Government-Sponsored Enterprises
As of
September 30, 2019
, the Company owned
13
GSE debentures with a total fair value of
$
38.7
million
, and an unrealized gain of
$
0.1
million
. As of
December 31, 2018
, the Company owned
17
GSE debentures with a total fair value of
$
49.6
million
and an unrealized loss of
$
0.9
million
. As of
September 30, 2019
,
2
of the
13
securities in this portfolio were in an unrealized loss position. As of
December 31, 2018
,
14
of the
17
securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the
nine months ended
September 30, 2019
, the Company did
no
t purchase any GSE debentures as compared to the same period in
2018
, when the Company purchased a total of
$
8.9
million
in GSE debentures.
As of
September 30, 2019
, the Company owned
11
GSE MBSs with a total fair value of
$
9.8
million
and an unrealized loss of
$
0.1
million
. As of
December 31, 2018
, the Company owned
11
GSE MBSs with a total fair value of
$
11.1
million
and an unrealized loss of
$
0.3
million
. As of
September 30, 2019
and
December 31, 2018
,
8
of the
11
securities in this portfolio were in an unrealized loss position. All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA) guarantee of the U.S Government. During the
nine months ended
September 30, 2019
and
2018
, the Company did
no
t purchase any GSE MBSs.
Municipal Obligations
The Company invests in certain state and municipal securities with high credit ratings for portfolio diversification and tax planning purposes. As of
September 30, 2019
, the Company owned
88
municipal obligation securities with a total fair value of
$
46.8
million
and a net unrealized gain of
$
0.7
million
. As of
December 31, 2018
, the Company owned
98
municipal obligation securities with a total fair value of
$
51.6
million
and an unrealized loss of
$
0.7
million
. As of
September 30, 2019
,
9
of the
88
securities in this portfolio were in an unrealized loss position as compared to
December 31, 2018
, when
94
of the
98
securities were in an unrealized loss position. During the
nine months ended
September 30, 2019
and
2018
, the Company did
no
t purchase any municipal obligations.
Foreign Government Obligations
As of
September 30, 2019
and
December 31, 2018
, the Company owned
1
foreign government obligation security with a fair value of
$
0.5
million
, which approximated cost. As of
September 30, 2019
and
December 31, 2018
, the security was in an unrealized loss position. During the
nine months ended
September 30, 2019
the Company repurchased the foreign government obligation that had matured. During the same period in
2018
, the Company did
no
t purchase any new foreign government obligations during this period.
15
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Portfolio Maturities
The final stated maturities of the debt securities are as follows for the periods indicated:
At September 30, 2019
At December 31, 2018
Amortized
Cost
Estimated
Fair Value
Weighted
Average
Rate
Amortized
Cost
Estimated
Fair Value
Weighted
Average
Rate
(Dollars in Thousands)
Investment securities available-for-sale:
Within 1 year
$
16,804
$
16,795
1.85
%
$
12,041
$
12,007
2.03
%
After 1 year through 5 years
211,446
214,683
2.19
%
195,701
192,692
2.14
%
After 5 years through 10 years
70,538
71,239
2.16
%
115,665
112,819
2.18
%
Over 10 years
165,312
164,622
2.12
%
191,843
185,275
2.17
%
$
464,100
$
467,339
2.15
%
$
515,250
$
502,793
2.16
%
Investment securities held-to-maturity:
Within 1 year
$
6,499
$
6,504
1.85
%
$
7,640
$
7,618
1.17
%
After 1 year through 5 years
68,949
69,419
1.85
%
72,735
71,492
1.84
%
After 5 years through 10 years
9,840
10,107
1.78
%
23,025
22,640
2.20
%
Over 10 years
9,875
9,772
1.92
%
11,376
11,080
2.13
%
$
95,163
$
95,802
1.85
%
$
114,776
$
112,830
1.89
%
Actual maturities of debt securities will differ from those presented above since certain obligations amortize and may also provide the issuer the right to call or prepay the obligation prior to scheduled maturity without penalty. MBSs and CMOs are included above based on their final stated maturities; the actual maturities, however, may occur earlier due to anticipated prepayments and stated amortization of cash flows.
As of
September 30, 2019
, issuers of debt securities with an estimated fair value of
$
45.0
million
had the right to call or prepay the obligations. Of the
$
45.0
million
, approximately
$
3.0
million
matures within 1 year,
$
41.5
million
matures in 1 - 5 years,
$
0.6
million
matures in 6 - 10 years, and
none
mature after ten years. As of
December 31, 2018
, issuers of debt securities with an estimated fair value of approximately
$
19.1
million
had the right to call or prepay the obligations. Of the
$
19.1
million
, approximately
none
mature within 1 year,
$
8.4
million
matures in 1-5 years,
$
10.7
million
matures in 6-10 years, and
none
mature after ten years.
Security Sales
On February 3, 2017, the Company, through BSC, received
$
319
in cash and
14.876
shares of Community Bank Systems, Inc. (“CBU”) common stock in exchange for each of the
9,721
shares of Northeast Retirement Services, Inc. (“NRS”) stock held by BSC. The exchange was completed in accordance with the merger agreement entered into between NRS and CBU. As part of the merger agreement, the Company was restricted to selling
5,071
shares of CBU per day in the open market. During the quarter ended March 31, 2017, the Company completed the sale of all the CBU shares acquired in the merger. When securities were sold, the adjusted cost of the specific security sold was used to compute the gain or loss on the sale.
On March 6, 2018, the Company, through its wholly owned subsidiary, BSC, received
$
0.6
million
in cash and
11,303
shares of CBU common stock as settlement for the indemnification escrow on the 12 month anniversary date of the merger between NRS and CBU. The Company subsequently sold all
11,303
shares of the
CBU stock and recognized a
gain on the sale of
$
0.6
million
.
During the month of March 2018, the Company, through Brookline Bank’s wholly owned subsidiary, LSC, sold
3
trust preferred securities with a book value of
$
1.5
million
for a loss of
$
0.1
million
. The table on the following page includes the activity with respect to the sale of the trust preferred securities and restricted equity securities.
There were
no
securities sold during the
nine months ended
September 30, 2019
.
16
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Sales of investment and restricted equity securities are summarized as follows:
Nine Months Ended September 30, 2019
Nine Months Ended September 30, 2018
(In Thousands)
Proceeds from sale of trust preferred, marketable and restricted equity securities
$
—
$
2,700
Sales of trading securities
—
—
Gross gains from securities sales
—
1,230
Gross losses from securities sales
—
(
68
)
Gain on sales of securities, net
$
—
$
1,162
(4)
Loans and Leases
The following tables present loan and lease balances and weighted average coupon rates for the originated and acquired loan and lease portfolios at the dates indicated:
At September 30, 2019
Originated
Acquired
Total
Balance
Weighted
Average
Coupon
Balance
Weighted
Average
Coupon
Balance
Weighted
Average
Coupon
(Dollars In Thousands)
Commercial real estate loans:
Commercial real estate
$
2,343,137
4.49
%
$
97,954
4.66
%
$
2,441,091
4.50
%
Multi-family mortgage
882,665
4.37
%
36,569
4.60
%
919,234
4.38
%
Construction
220,685
5.31
%
8,441
6.73
%
229,126
5.36
%
Total commercial real estate loans
3,446,487
4.51
%
142,964
4.77
%
3,589,451
4.52
%
Commercial loans and leases:
Commercial
747,968
4.83
%
18,915
5.11
%
766,883
4.84
%
Equipment financing
1,026,761
7.73
%
2,519
5.98
%
1,029,280
7.73
%
Condominium association
54,225
4.87
%
—
—
%
54,225
4.87
%
Total commercial loans and leases
1,828,954
6.46
%
21,434
5.21
%
1,850,388
6.45
%
Consumer loans:
Residential mortgage
680,631
4.09
%
112,102
4.50
%
792,733
4.15
%
Home equity
341,114
4.73
%
34,143
5.12
%
375,257
4.77
%
Other consumer
38,890
4.79
%
102
17.88
%
38,992
4.83
%
Total consumer loans
1,060,635
4.32
%
146,347
4.65
%
1,206,982
4.36
%
Total loans and leases
$
6,336,076
5.04
%
$
310,745
4.74
%
$
6,646,821
5.03
%
17
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At December 31, 2018
Originated
Acquired
Total
Balance
Weighted
Average
Coupon
Balance
Weighted
Average
Coupon
Balance
Weighted
Average
Coupon
(Dollars In Thousands)
Commercial real estate loans:
Commercial real estate
$
2,208,904
4.61
%
$
121,821
4.62
%
$
2,330,725
4.61
%
Multi-family mortgage
799,813
4.51
%
47,898
4.58
%
847,711
4.51
%
Construction
151,138
5.62
%
22,162
6.74
%
173,300
5.76
%
Total commercial real estate loans
3,159,855
4.63
%
191,881
4.85
%
3,351,736
4.64
%
Commercial loans and leases:
Commercial
712,630
4.96
%
23,788
5.39
%
736,418
4.97
%
Equipment financing
978,840
7.61
%
3,249
5.97
%
982,089
7.60
%
Condominium association
50,451
4.70
%
—
—
%
50,451
4.70
%
Total commercial loans and leases
1,741,921
6.44
%
27,037
5.46
%
1,768,958
6.43
%
Consumer loans:
Residential mortgage
653,059
4.09
%
129,909
4.45
%
782,968
4.15
%
Home equity
331,014
5.05
%
45,470
5.39
%
376,484
5.09
%
Other consumer
23,260
5.55
%
110
17.81
%
23,370
5.61
%
Total consumer loans
1,007,333
4.44
%
175,489
4.70
%
1,182,822
4.48
%
Total loans and leases
$
5,909,109
5.13
%
$
394,407
4.83
%
$
6,303,516
5.11
%
The net unamortized deferred loan origination fees and costs included in total loans and leases were
$
15.5
million
and
$
15.6
million
as of
September 30, 2019
and
December 31, 2018
, respectively.
The Banks and subsidiaries lend primarily in all New England states, with the exception of equipment financing,
27.4
%
of which is in the greater New York and New Jersey metropolitan area and
72.6
%
of which is in other areas in the United States of America as of
September 30, 2019
.
Accretable Yield for the Acquired Loan Portfolio
The following table summarizes activity in the accretable yield for the acquired loan portfolio for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
(In Thousands)
Balance at beginning of period
$
6,852
$
8,813
$
7,905
$
10,522
Accretion
(
1,302
)
(
890
)
(
3,143
)
(
3,223
)
Reclassification from nonaccretable difference as a result of changes in expected cash flows
806
224
1,594
848
Balance at end of period
$
6,356
$
8,147
$
6,356
$
8,147
On a quarterly basis, subsequent to acquisition, management reforecasts the expected cash flows for acquired ASC 310-30 loans, taking into account prepayment speeds, probability of default and loss given defaults. Management compares cash flow projections per the reforecast to the original cash flow projections and determines whether any reduction in cash flow expectations are due to deterioration, or if the change in cash flow expectation is related to noncredit events. This cash flow analysis is used to evaluate the need for a provision for loan and lease losses and/or prospective yield adjustments. During the
three months ended September 30, 2019
and
2018
, accretable yield adjustments totaling
$
806
thousand
and
$
224
thousand
, respectively, were made for certain loan pools. During the
nine months ended September 30, 2019
and
2018
, accretable yield
18
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
adjustments totaling
$
1.6
million
and
$
0.8
million
, respectively, were made for certain loan pools. These accretable yield adjustments, which are subject to continued re-assessment, will be recognized over the remaining lives of those pools.
Loans and Leases Pledged as Collateral
As of
September 30, 2019
and
December 31, 2018
, there were
$
3.0
billion
and
$
3.0
billion
, respectively, of loans and leases pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLBB borrowings. The Banks did not have any outstanding FRB borrowings as of
September 30, 2019
and
December 31, 2018
.
(5)
Allowance for Loan and Lease Losses
The following tables present the changes in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment for the periods indicated:
Three Months Ended September 30, 2019
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at June 30, 2019
$
28,668
$
24,333
$
5,634
$
58,635
Charge-offs
—
(
1,175
)
(
15
)
(
1,190
)
Recoveries
—
772
52
824
Provision for loan and lease losses
361
463
42
866
Balance at September 30, 2019
$
29,029
$
24,393
$
5,713
$
59,135
Three Months Ended September 30, 2018
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at June 30, 2018
$
27,045
$
26,120
$
4,816
$
57,981
Charge-offs
—
(
1,198
)
(
29
)
(
1,227
)
Recoveries
—
619
44
663
Provision for loan and lease losses
319
2,217
44
2,580
Balance at September 30, 2018
$
27,364
$
27,758
$
4,875
$
59,997
Nine Months Ended September 30, 2019
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at December 31, 2018
$
28,187
$
25,283
$
5,222
$
58,692
Charge-offs
—
(
7,088
)
(
56
)
(
7,144
)
Recoveries
—
1,454
141
1,595
Provision for loan and lease losses
842
4,744
406
5,992
Balance at September 30, 2019
$
29,029
$
24,393
$
5,713
$
59,135
19
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine Months Ended September 30, 2018
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at December 31, 2017
$
27,112
$
26,333
$
5,147
$
58,592
Charge-offs
(
103
)
(
5,387
)
(
134
)
(
5,624
)
Recoveries
—
1,972
253
2,225
Provision (credit) for loan and lease losses
355
4,840
(
391
)
4,804
Balance at September 30, 2018
$
27,364
$
27,758
$
4,875
$
59,997
The liability for unfunded credit commitments, which is included in other liabilities, was
$
1.8
million
and
$
1.9
million
at
September 30, 2019
and
December 31, 2018
, respectively.
No
credit commitments were charged off against the liability account in the
nine
-month periods ended
September 30, 2019
and
2018
.
Provision for Credit Losses
The provisions for credit losses are set forth below for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
(In Thousands)
Provision for loan and lease losses:
Commercial real estate
$
361
$
319
$
842
$
355
Commercial
463
2,217
4,744
4,840
Consumer
42
44
406
(
391
)
Total provision for loan and lease losses
866
2,580
5,992
4,804
Unfunded credit commitments
5
137
(
11
)
24
Total provision for credit losses
$
871
$
2,717
$
5,981
$
4,828
Allowance for Loan and Lease Losses Methodology
Management has established a methodology to determine the adequacy of the allowance for loan and lease losses that assesses the risks and losses inherent in the loan and lease portfolio. Additions to the allowance for loan and lease losses are made by charges to the provision for credit losses. Losses on loans and leases are charged off against the allowance when all or a portion of a loan or lease is considered uncollectible. Subsequent recoveries on loans previously charged off, if any, are credited to the allowance when realized.
Management uses a consistent and systematic process and methodology to evaluate the adequacy of the allowance for loan and lease losses on a quarterly basis. For purposes of determining the allowance for loan and lease losses, the Company has segmented certain loans and leases in the portfolio by product type into the following segments: (1) commercial real estate loans, (2) commercial loans and leases, and (3) consumer loans. Portfolio segments are further disaggregated into classes based on the associated risks within the segments. Commercial real estate loans are divided into
three
classes: commercial real estate loans, multi-family mortgage loans, and construction loans. Commercial loans and leases are divided into
three
classes: commercial loans which include taxi medallion loans, equipment financing, and loans to condominium associations. Consumer loans are divided into
three
classes: residential mortgage loans, home equity loans, and other consumer loans. A formula-based credit evaluation approach is applied to each group, coupled with an analysis of certain loans for impairment. For each class of loan, management makes significant judgments in selecting the estimation method that fits the credit characteristics of its class and portfolio segment as set forth below.
The general allowance related to loans collectively evaluated for impairment is determined using a formula-based approach utilizing the risk ratings of individual credits and loss factors derived from historic portfolio loss rates, which include estimates of incurred losses over an estimated loss emergence period (“LEP”). The LEP was generated utilizing a charge-off look-back analysis which studied the time from the first indication of elevated risk of repayment (or other early event indicating
20
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
a problem) to eventual charge-off to support the LEP considered in the allowance calculation. This reserving methodology established the approximate number of months of LEP that represents incurred losses for each portfolio. In addition to quantitative measures, relevant qualitative factors include, but are not limited to: (1) levels and trends in past due and impaired loans, (2) levels and trends in charge-offs, (3) changes in underwriting standards, policy exceptions, and credit policy, (4) experience of lending management and staff, (5) economic trends, (6) industry conditions, (7) effects of changes in credit concentrations, (8) interest rate environment, and (9) regulatory and other changes. The general allowance related to the acquired loans collectively evaluated for impairment is determined based upon the degree, if any, of deterioration in the pooled loans subsequent to acquisition. The qualitative factors used in the determination are the same as those used for originated loans.
Specific valuation allowances are established for impaired originated loans with book values greater than the discounted present value of expected future cash flows or, in the case of collateral-dependent impaired loans, for any excess of a loan's book balance over the fair value of its underlying collateral. Specific valuation allowances are established for acquired loans with deterioration in the discounted present value of expected future cash flows since acquisitions or, in the case of collateral dependent impaired loans, for any increase in the excess of a loan's book balance greater than the fair value of its underlying collateral. A specific valuation allowance for losses on troubled debt restructured ("TDR") loans is determined by comparing the net carrying amount of the TDR loan with the restructured loan's cash flows discounted at the original effective rate. Impaired loans are reviewed quarterly with adjustments made to the calculated reserve as necessary.
As of
September 30, 2019
, management believes that the methodology for calculating the allowance is sound and that the allowance provides a reasonable basis for determining and reporting on probable losses incurred in the Company’s loan portfolios.
As of
September 30, 2019
, the Company had a portfolio of approximately
$
10.4
million
in loans secured by taxi medallions issued by the cities of Boston and Cambridge, Massachusetts. As of
December 31, 2018
, this portfolio was approximately
$
13.7
million
. For collateral valuation purposes, taxi medallions are currently estimated at
$
35
thousand
for Boston and
$
10
thousand
for Cambridge. The Company has no taxi medallion exposure outside Massachusetts.
As of
September 30, 2019
, the Company had an allowance for loan and lease losses associated with taxi medallion loans of
$
1.1
million
of which
$
0.6
million
were specific reserves and
$
0.5
million
was a general reserve. As of
December 31, 2018
, the Company had an allowance for loan and lease losses associated with taxi medallion loans of
$
2.5
million
of which
$
1.9
million
were specific reserves and
$
0.6
million
was a general reserve. The
decrease
in the allowance for loan and leases associated with taxi medallion loans was primarily driven by the decrease in specific reserves due to charge-offs in the taxi medallion portfolio. The total TDRs secured by taxi medallions
decreased
by
$
2.7
million
from
$
3.7
million
at
December 31, 2018
to
$
1.0
million
at
September 30, 2019
. The total loans secured by taxi medallions that were placed on nonaccrual
decreased
by
$
2.5
million
to
$
1.2
million
at
September 30, 2019
from
$
3.7
million
at
December 31, 2018
. The decreases in TDRs and non-accruing loans secured by taxi medallions were primarily due to the charge-offs in taxi medallion relationships during the first nine months of
2019
. Further declines in demand for taxi services or further deterioration in the value of taxi medallions may result in higher delinquencies and losses beyond that provided for in the allowance for loan and lease losses.
The general allowance for loan and lease losses was
$
57.4
million
as of
September 30, 2019
, compared to
$
55.6
million
as of
December 31, 2018
. The specific allowance for loan and lease losses was
$
1.7
million
as of
September 30, 2019
, compared to
$
3.1
million
as of
December 31, 2018
. The specific allowance
decreased
by
$
1.4
million
during the
nine months ended
September 30, 2019
primarily due to the charge-offs of
$
1.7
million
on loans collateralized by taxi medallions.
Credit Quality Assessment
At the time of loan origination, a rating is assigned based on the capacity to pay and general financial strength of the borrower, the value of assets pledged as collateral, and the evaluation of third party support such as a guarantor. The Company continually monitors the credit quality of the loan portfolio using all available information. The officer responsible for handling each loan is required to initiate changes to risk ratings when changes in facts and circumstances occur that warrant an upgrade or downgrade in a loan rating. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, impaired, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower's ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a TDR loan.
21
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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.
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.
22
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Credit Quality Information
The following tables present the recorded investment in loans in each class as of
September 30, 2019
, by credit quality indicator.
At September 30, 2019
Commercial
Real Estate
Multi-
Family
Mortgage
Construction
Commercial
Equipment
Financing
Condominium
Association
Other
Consumer
Total
(In Thousands)
Originated:
Loan rating:
Pass
$
2,336,984
$
882,578
$
220,685
$
729,682
$
1,012,405
$
54,062
$
38,889
$
5,275,285
OAEM
2,982
—
—
11,751
1,451
—
—
16,184
Substandard
3,171
87
—
6,532
11,455
163
1
21,409
Doubtful
—
—
—
3
1,450
—
—
1,453
Total originated
2,343,137
882,665
220,685
747,968
1,026,761
54,225
38,890
5,314,331
Acquired:
Loan rating:
Pass
86,854
36,569
3,571
18,313
2,512
—
102
147,921
OAEM
2,076
—
4,870
370
—
—
—
7,316
Substandard
9,024
—
—
232
7
—
—
9,263
Total acquired
97,954
36,569
8,441
18,915
2,519
—
102
164,500
Total loans
$
2,441,091
$
919,234
$
229,126
$
766,883
$
1,029,280
$
54,225
$
38,992
$
5,478,831
As of
September 30, 2019
, there were
no
loans categorized as definite loss.
23
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At September 30, 2019
Residential Mortgage
Home Equity
(Dollars In Thousands)
Originated:
Loan-to-value ratio:
Less than 50%
$
182,444
23.0
%
$
136,072
36.3
%
50% - 69%
285,430
36.0
%
90,917
24.2
%
70% - 79%
181,726
22.9
%
78,552
20.9
%
80% and over
19,922
2.5
%
35,573
9.5
%
Data not available*
11,109
1.4
%
—
—
%
Total originated
680,631
85.8
%
341,114
90.9
%
Acquired:
Loan-to-value ratio:
Less than 50%
34,453
4.3
%
18,148
4.8
%
50%—69%
48,522
6.3
%
8,727
2.3
%
70%—79%
17,551
2.2
%
712
0.2
%
80% and over
5,885
0.7
%
2,559
0.7
%
Data not available
5,691
0.7
%
3,997
1.1
%
Total acquired
112,102
14.2
%
34,143
9.1
%
Total loans
$
792,733
100.0
%
$
375,257
100.0
%
_______________________________________________________________________________
* Represents in process general ledger accounts for which data are not available.
24
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present the recorded investment in loans in each class as of
December 31, 2018
, by credit quality indicator.
At December 31, 2018
Commercial
Real Estate
Multi-
Family
Mortgage
Construction
Commercial
Equipment
Financing
Condominium
Association
Other
Consumer
Total
(In Thousands)
Originated:
Loan rating:
Pass
$
2,198,377
$
799,483
$
150,742
$
685,773
$
969,275
$
50,186
$
23,249
$
4,877,085
OAEM
6,096
—
—
3,726
52
—
—
9,874
Substandard
4,431
330
396
22,870
6,895
265
11
35,198
Doubtful
—
—
—
261
2,618
—
—
2,879
Total originated
2,208,904
799,813
151,138
712,630
978,840
50,451
23,260
4,925,036
Acquired:
Loan rating:
Pass
111,919
47,715
22,162
23,250
3,240
—
110
208,396
OAEM
626
—
—
236
—
—
—
862
Substandard
9,276
183
—
302
9
—
—
9,770
Total acquired
121,821
47,898
22,162
23,788
3,249
—
110
219,028
Total loans
$
2,330,725
$
847,711
$
173,300
$
736,418
$
982,089
$
50,451
$
23,370
$
5,144,064
As of
December 31, 2018
, there were
no
loans categorized as definite loss.
25
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At December 31, 2018
Residential Mortgage
Home Equity
(Dollars In Thousands)
Originated:
Loan-to-value ratio:
Less than 50%
$
171,523
21.9
%
$
142,534
37.9
%
50%—69%
287,337
36.7
%
84,423
22.4
%
70%—79%
173,870
22.2
%
73,898
19.6
%
80% and over
19,030
2.4
%
30,129
8.0
%
Data not available*
1,299
0.2
%
30
—
%
Total originated
653,059
83.4
%
331,014
87.9
%
Acquired:
Loan-to-value ratio:
Less than 50%
36,752
4.6
%
24,705
6.6
%
50%—69%
53,788
6.9
%
10,353
2.7
%
70%—79%
26,510
3.4
%
1,000
0.3
%
80% and over
6,701
0.9
%
4,348
1.2
%
Data not available
6,158
0.8
%
5,064
1.3
%
Total acquired
129,909
16.6
%
45,470
12.1
%
Total loans
$
782,968
100.0
%
$
376,484
100.0
%
_______________________________________________________________________________
* Represents in process general ledger accounts for which data are not available.
The following table presents information regarding foreclosed residential real estate property for the periods indicated:
At September 30, 2019
At December 31, 2018
(In Thousands)
Foreclosed residential real estate property held by the creditor
$
—
$
629
Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure
$
701
$
121
26
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Age Analysis of Past Due Loans and Leases
The following tables present an age analysis of the recorded investment in total loans and leases as of
September 30, 2019
and
December 31, 2018
.
At September 30, 2019
Past Due
Loans and
Leases Past
Due Greater
Than 90 Days
and Accruing
31-60
Days
61-90
Days
Greater
Than
90 Days
Total
Current
Total Loans
and Leases
Nonaccrual
Loans and
Leases
(In Thousands)
Originated:
Commercial real estate loans:
Commercial real estate
$
2,157
$
—
$
2,540
$
4,697
$
2,338,440
$
2,343,137
$
—
$
2,811
Multi-family mortgage
557
—
—
557
882,108
882,665
—
87
Construction
—
1,306
—
1,306
219,379
220,685
—
—
Total commercial real estate loans
2,714
1,306
2,540
6,560
3,439,927
3,446,487
—
2,898
Commercial loans and leases:
Commercial
731
1,314
3,348
5,393
742,575
747,968
1,241
2,933
Equipment financing
3,108
1,683
7,741
12,532
1,014,229
1,026,761
—
12,817
Condominium association
451
—
—
451
53,774
54,225
—
163
Total commercial loans and leases
4,290
2,997
11,089
18,376
1,810,578
1,828,954
1,241
15,913
Consumer loans:
Residential mortgage
685
—
594
1,279
679,352
680,631
—
1,605
Home equity
504
201
113
818
340,296
341,114
1
254
Other consumer
22
5
2
29
38,861
38,890
—
3
Total consumer loans
1,211
206
709
2,126
1,058,509
1,060,635
1
1,862
Total originated loans and leases
$
8,215
$
4,509
$
14,338
$
27,062
$
6,309,014
$
6,336,076
$
1,242
$
20,673
27
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At September 30, 2019
Past Due
Loans and
Leases Past
Due Greater
Than 90 Days
and Accruing
31-60
Days
61-90
Days
Greater
Than
90 Days
Total
Current
Total Loans
and Leases
Nonaccrual
Loans and
Leases
(1)
(In Thousands)
Acquired:
Commercial real estate loans:
Commercial real estate
$
—
$
327
$
8,864
$
9,191
$
88,763
$
97,954
$
8,794
$
99
Multi-family mortgage
348
—
—
348
36,221
36,569
—
—
Construction
—
—
—
—
8,441
8,441
—
—
Total commercial real estate loans
348
327
8,864
9,539
133,425
142,964
8,794
99
Commercial loans and leases:
Commercial
—
—
232
232
18,683
18,915
26
206
Equipment financing
—
—
7
7
2,512
2,519
7
—
Total commercial loans and leases
—
—
239
239
21,195
21,434
33
206
Consumer loans:
Residential mortgage
1,892
—
1,776
3,668
108,434
112,102
1,776
—
Home equity
548
6
42
596
33,547
34,143
40
650
Other consumer
—
—
—
—
102
102
—
—
Total consumer loans
2,440
6
1,818
4,264
142,083
146,347
1,816
650
Total acquired loans and leases
$
2,788
$
333
$
10,921
$
14,042
$
296,703
$
310,745
$
10,643
$
955
Total loans and leases
$
11,003
$
4,842
$
25,259
$
41,104
$
6,605,717
$
6,646,821
$
11,885
$
21,628
___________________________________________________________
(1) Loans and leases acquired with deteriorated credit quality are always accruing.
28
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At December 31, 2018
Past Due
Loans and
Leases Past
Due Greater
Than 90 Days
and Accruing
31-60
Days
61-90
Days
Greater
Than
90 Days
Total
Current
Total Loans
and Leases
Nonaccrual
Loans and
Leases
(In Thousands)
Originated:
Commercial real estate loans:
Commercial real estate
$
5,139
$
896
$
2,962
$
8,997
$
2,199,907
$
2,208,904
$
277
$
3,806
Multi-family mortgage
893
—
145
1,038
798,775
799,813
—
330
Construction
297
—
396
693
150,445
151,138
—
396
Total commercial real estate loans
6,329
896
3,503
10,728
3,149,127
3,159,855
277
4,532
Commercial loans and leases:
Commercial
2,021
582
6,244
8,847
703,783
712,630
1,962
6,421
Equipment financing
2,509
650
5,685
8,844
969,996
978,840
12
9,500
Condominium association
320
—
—
320
50,131
50,451
—
265
Total commercial loans and leases
4,850
1,232
11,929
18,011
1,723,910
1,741,921
1,974
16,186
Consumer loans:
Residential mortgage
400
—
1,597
1,997
651,062
653,059
—
1,842
Home equity
761
25
183
969
330,045
331,014
1
191
Other consumer
51
18
15
84
23,176
23,260
—
17
Total consumer loans
1,212
43
1,795
3,050
1,004,283
1,007,333
1
2,050
Total originated loans and leases
$
12,391
$
2,171
$
17,227
$
31,789
$
5,877,320
$
5,909,109
$
2,252
$
22,768
29
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At December 31, 2018
Past Due
Loans and
Leases Past
Due Greater
Than 90 Days
and Accruing
31-60
Days
61-90
Days
Greater
Than
90 Days
Total
Current
Total Loans
and Leases
Nonaccrual
Loans and
Leases
(1)
(In Thousands)
Acquired:
Commercial real estate loans:
Commercial real estate
$
—
$
215
$
9,087
$
9,302
$
112,519
$
121,821
$
9,018
$
122
Multi-family mortgage
348
—
—
348
47,550
47,898
—
—
Construction
360
242
—
602
21,560
22,162
—
—
Total commercial real estate loans
708
457
9,087
10,252
181,629
191,881
9,018
122
Commercial loans and leases:
Commercial
124
44
290
458
23,330
23,788
90
200
Equipment financing
—
—
9
9
3,240
3,249
9
—
Total commercial loans and leases
124
44
299
467
26,570
27,037
99
200
Consumer loans:
Residential mortgage
—
371
2,113
2,484
127,425
129,909
2,113
290
Home equity
191
265
2
458
45,012
45,470
—
717
Other consumer
—
—
—
—
110
110
—
—
Total consumer loans
191
636
2,115
2,942
172,547
175,489
2,113
1,007
Total acquired loans and leases
$
1,023
$
1,137
$
11,501
$
13,661
$
380,746
$
394,407
$
11,230
$
1,329
Total loans and leases
$
13,414
$
3,308
$
28,728
$
45,450
$
6,258,066
$
6,303,516
$
13,482
$
24,097
___________________________________________________________
(1) Loans and leases acquired with deteriorated credit quality are always accruing.
30
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Commercial Real Estate Loans
—As of
September 30, 2019
, loans outstanding in the
three
classes within this segment expressed as a percentage of total loans and leases outstanding were as follows: commercial real estate loans --
36.7
%
; multi-family mortgage loans --
13.9
%
; and construction loans --
3.5
%
.
Loans in this portfolio that are on nonaccrual status and/or risk-rated "substandard" or worse are evaluated on an individual loan basis for impairment. For non-impaired commercial real estate loans, loss factors are applied to outstanding loans by risk rating for each of the
three
classes in the portfolio. The factors applied are based primarily on historic loan loss experience and an assessment of internal and external factors and other relevant information.
Commercial Loans and Leases
—As of
September 30, 2019
, loans and leases outstanding in the
three
classes within this segment expressed as a percent of total loans and leases outstanding were as follows: commercial loans and leases --
11.5
%
; equipment financing loans --
15.5
%
; and loans to condominium associations --
0.8
%
.
Loans and leases in this portfolio that are on nonaccrual status and/or risk-rated "substandard" or worse are evaluated on an individual basis for impairment. For non-impaired commercial loans and leases, loss factors are applied to outstanding loans by risk rating for each of the three classes in the portfolio.
Consumer Loans
—As of
September 30, 2019
, loans outstanding within the
three
classes within this segment expressed as a percent of total loans and leases outstanding were as follows: residential mortgage loans --
11.9
%
, home equity loans --
5.6
%
, and other consumer loans --
0.6
%
.
Significant risk characteristics related to the residential mortgage and home equity loan portfolios are the geographic concentration of the properties financed within selected communities in the greater Boston and Providence metropolitan areas. The payment status and loan-to-value ratio are the primary credit quality indicators used for residential mortgage loans and home equity loans. Generally, loans are not made when the loan-to-value ratio exceeds
80
%
unless private mortgage insurance is obtained and/or there is a financially strong guarantor. Consumer loans that become
90
or more days past due, or are placed on nonaccrual.
Impaired Loans and Leases
A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. The Company has defined the population of impaired loans to include nonaccrual loans and TDR loans.
When the ultimate collectability of the total principal of an impaired loan or lease is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectability of the total principal of an impaired loan or lease is not in doubt and the loan or lease is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method.
The following tables include the recorded investment and unpaid principal balances of impaired loans and leases with the related allowance amount, if applicable, for the originated and acquired loan and lease portfolios at the dates indicated. Also presented are the average recorded investments in the impaired loans and leases and the related amount of interest recognized during the period that the impaired loans were impaired.
31
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At September 30, 2019
At December 31, 2018
Recorded
Investment
(1)
Unpaid
Principal
Balance
Related
Allowance
Recorded
Investment
(2)
Unpaid
Principal
Balance
Related
Allowance
(In Thousands)
Originated:
With no related allowance recorded:
Commercial real estate
$
3,971
$
3,962
$
—
$
5,569
$
5,545
$
—
Commercial
25,761
25,723
—
30,927
31,053
—
Consumer
2,625
2,612
—
2,989
2,978
—
Total originated with no related allowance recorded
32,357
32,297
—
39,485
39,576
—
With an allowance recorded:
Commercial real estate
70
70
8
396
396
5
Commercial
5,421
5,422
1,572
8,224
8,208
2,961
Consumer
1,229
1,226
72
665
664
89
Total originated with an allowance recorded
6,720
6,718
1,652
9,285
9,268
3,055
Total originated impaired loans and leases
39,077
39,015
1,652
48,770
48,844
3,055
Acquired:
With no related allowance recorded:
Commercial real estate
14,309
14,311
—
9,538
9,538
—
Commercial
476
476
—
531
531
—
Consumer
3,746
3,746
—
4,772
4,772
—
Total acquired with no related allowance recorded
18,531
18,533
—
14,841
14,841
—
With an allowance recorded:
Consumer
451
451
40
154
154
26
Total acquired with an allowance recorded
451
451
40
154
154
26
Total acquired impaired loans and leases
18,982
18,984
40
14,995
14,995
26
Total impaired loans and leases
$
58,059
$
57,999
$
1,692
$
63,765
$
63,839
$
3,081
___________________________________________________________________________
(1) Includes originated and acquired nonaccrual loans of
$
20.7
million
and
$
1.0
million
, respectively as of
September 30, 2019
.
(2) Includes originated and acquired nonaccrual loans of
$
22.7
million
and
$
1.3
million
, respectively as of
December 31, 2018
.
32
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Three Months Ended
September 30, 2019
September 30, 2018
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
(In Thousands)
Originated:
With no related allowance recorded:
Commercial real estate
$
3,964
$
15
$
5,717
$
19
Commercial
26,826
206
22,938
195
Consumer
2,638
10
2,711
15
Total originated with no related allowance recorded
33,428
231
31,366
229
With an allowance recorded:
Commercial real estate
70
1
—
—
Commercial
5,511
27
9,052
29
Consumer
1,231
13
1,375
3
Total originated with an allowance recorded
6,812
41
10,427
32
Total originated impaired loans and leases
40,240
272
41,793
261
Acquired:
With no related allowance recorded:
Commercial real estate
14,316
91
9,222
1
Commercial
486
4
1,118
4
Consumer
3,759
12
5,430
15
Total acquired with no related allowance recorded
18,561
107
15,770
20
With an allowance recorded:
Consumer
452
5
158
1
Total acquired with an allowance recorded
452
5
158
1
Total acquired impaired loans and leases
19,013
112
15,928
21
Total impaired loans and leases
$
59,253
$
384
$
57,721
$
282
33
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Nine Months Ended
September 30, 2019
September 30, 2018
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
(In Thousands)
Originated:
With no related allowance recorded:
Commercial real estate
$
5,543
$
95
$
6,756
$
68
Commercial
29,605
759
24,641
682
Consumer
2,669
28
2,692
42
Total originated with no related allowance recorded
37,817
882
34,089
792
With an allowance recorded:
Commercial real estate
336
2
—
—
Commercial
7,482
55
9,261
73
Consumer
852
19
892
5
Total originated with an allowance recorded
8,670
76
10,153
78
Total originated impaired loans and leases
46,487
958
44,242
870
Acquired:
With no related allowance recorded:
Commercial real estate
10,874
94
9,975
3
Commercial
535
8
1,438
12
Consumer
4,548
27
5,133
45
Total acquired with no related allowance recorded
15,957
129
16,546
60
With an allowance recorded:
Consumer
253
6
128
3
Total acquired with an allowance recorded
253
6
128
3
Total acquired impaired loans and leases
16,210
135
16,674
63
Total impaired loans and leases
$
62,697
$
1,093
$
60,916
$
933
34
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present information regarding impaired and non-impaired loans and leases at the dates indicated:
At September 30, 2019
Commercial Real Estate
Commercial
Consumer
Total
(In Thousands)
Allowance for Loan and Lease Losses:
Originated:
Individually evaluated for impairment
$
8
$
1,572
$
72
$
1,652
Collectively evaluated for impairment
27,507
22,439
5,582
55,528
Total originated loans and leases
27,515
24,011
5,654
57,180
Acquired:
Individually evaluated for impairment
—
—
40
40
Collectively evaluated for impairment
63
276
16
355
Acquired with deteriorated credit quality
1,451
106
3
1,560
Total acquired loans and leases
1,514
382
59
1,955
Total allowance for loan and lease losses
$
29,029
$
24,393
$
5,713
$
59,135
Loans and Leases:
Originated:
Individually evaluated for impairment
$
3,811
$
23,124
$
3,743
$
30,678
Collectively evaluated for impairment
3,442,676
1,805,830
1,056,892
6,305,398
Total originated loans and leases
3,446,487
1,828,954
1,060,635
6,336,076
Acquired:
Individually evaluated for impairment
4,870
405
1,869
7,144
Collectively evaluated for impairment
80,889
19,035
118,143
218,067
Acquired with deteriorated credit quality
57,205
1,994
26,335
85,534
Total acquired loans and leases
142,964
21,434
146,347
310,745
Total loans and leases
$
3,589,451
$
1,850,388
$
1,206,982
$
6,646,821
35
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At December 31, 2018
Commercial Real Estate
Commercial
Consumer
Total
(In Thousands)
Allowance for Loan and Lease Losses:
Originated:
Individually evaluated for impairment
$
5
$
2,961
$
89
$
3,055
Collectively evaluated for impairment
26,617
22,131
5,075
53,823
Total originated loans and leases
26,622
25,092
5,164
56,878
Acquired:
Individually evaluated for impairment
—
—
26
26
Collectively evaluated for impairment
32
83
20
135
Acquired with deteriorated credit quality
1,533
108
12
1,653
Total acquired loans and leases
1,565
191
58
1,814
Total allowance for loan and lease losses
$
28,187
$
25,283
$
5,222
$
58,692
Loans and Leases:
Originated:
Individually evaluated for impairment
$
5,610
$
32,127
$
3,502
$
41,239
Collectively evaluated for impairment
3,154,245
1,709,794
1,003,831
5,867,870
Total originated loans and leases
3,159,855
1,741,921
1,007,333
5,909,109
Acquired:
Individually evaluated for impairment
—
404
2,072
2,476
Collectively evaluated for impairment
121,119
24,094
142,194
287,407
Acquired with deteriorated credit quality
70,762
2,539
31,223
104,524
Total acquired loans and leases
191,881
27,037
175,489
394,407
Total loans and leases
$
3,351,736
$
1,768,958
$
1,182,822
$
6,303,516
36
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Troubled Debt Restructured Loans and Leases
A specific valuation allowance for losses on TDR loans is determined by comparing the net carrying amount of the TDR loan with the restructured loan's cash flows discounted at the original effective rate.
The following table sets forth information regarding TDR loans and leases at the dates indicated:
At September 30, 2019
At December 31, 2018
(In Thousands)
Troubled debt restructurings:
On accrual
$
22,233
$
12,257
On nonaccrual
5,763
8,684
Total troubled debt restructurings
$
27,996
$
20,941
Total TDR loans and leases
increased
by
$
7.1
million
to
$
28.0
million
at
September 30, 2019
from
$
20.9
million
at
December 31, 2018
, driven primarily by new troubled debt restructurings on the commercial, equipment financing and construction relationships, partially offset by the payoff of a commercial relationship.
The recorded investment in TDR loans and the associated specific allowances for loan and lease losses, in the originated and acquired loan and lease portfolios, that were modified during the periods indicated, are as follows.
At and for the Three Months Ended September 30, 2019
Recorded Investment
Specific
Allowance for
Loan and
Lease Losses
Defaulted
(1)
Number of
Loans/
Leases
At
Modification
At End of
Period
Nonaccrual
Loans and
Leases
Number of
Loans/
Leases
Recorded
Investment
(Dollars in Thousands)
Originated:
Commercial
—
$
—
$
—
$
—
$
—
1
$
367
Equipment financing
2
1,405
1,399
30
49
1
155
Residential mortgage
3
869
866
29
343
—
—
Home equity
2
251
252
2
—
—
—
Total originated
7
$
2,525
$
2,517
$
61
$
392
2
$
522
Acquired:
Construction
1
4,870
4,870
$
—
Residential mortgage
1
297
297
12
—
—
—
Total acquired
2
5,167
5,167
12
—
—
—
Total loans and leases
9
$
7,692
$
7,684
$
73
$
392
2
$
522
______________________________________________________________________
(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.
37
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At and for the Three Months Ended September 30, 2018
Recorded Investment
Specific
Allowance for
Loan and
Lease Losses
Defaulted
(1)
Number of
Loans/
Leases
At
Modification
At End of
Period
Nonaccrual
Loans and
Leases
Number of
Loans/
Leases
Recorded
Investment
(Dollars in Thousands)
Originated:
Commercial
1
$
137
$
136
$
102
$
136
$
2
$
1,086
Residential mortgage
1
209
209
12
—
—
—
Total originated
2
$
346
$
345
$
114
$
136
2
$
1,086
Total loans and leases
2
$
346
$
345
$
114
$
136
2
$
1,086
______________________________________________________________________
(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.
At and for the Nine Months Ended September 30, 2019
Recorded Investment
Specific
Allowance for
Loan and
Lease Losses
Defaulted
(1)
Number of
Loans/
Leases
At
Modification
At End of
Period
Nonaccrual
Loans and
Leases
Additional
Commitment
Number of
Loans/
Leases
Recorded
Investment
(Dollars in Thousands)
Originated:
Commercial real estate
1
$
73
$
70
$
8
$
—
$
—
$
—
$
—
Commercial
3
6,793
7,146
—
—
766
1
367
Equipment financing
7
2,775
2,458
376
1,056
—
—
—
Residential mortgage
3
869
866
29
343
—
—
—
Home equity
2
251
252
2
—
—
—
—
Total originated
16
$
10,761
$
10,792
$
415
$
1,399
766
1
$
367
Acquired:
Construction
1
4,870
4,870
$
—
—
—
—
—
Residential mortgage
1
297
297
12
—
—
—
—
Total acquired
2
5,167
5,167
12
—
—
—
—
Total loans and leases
18
$
15,928
$
15,959
$
427
$
1,399
$
766
1
$
367
______________________________________________________________________
(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.
38
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At and for the Nine Months Ended September 30, 2018
Recorded Investment
Specific
Allowance for
Loan and
Lease Losses
Defaulted
(1)
Number of
Loans/
Leases
At
Modification
At End of
Period
Nonaccrual
Loans and
Leases
Additional
Commitment
Number of
Loans/
Leases
Recorded
Investment
(Dollars in Thousands)
Originated:
Commercial real estate
1
$
673
$
653
$
—
$
653
—
—
$
—
Commercial
10
1,911
1,867
856
1,867
—
2
1,086
Equipment financing
11
2,271
2,021
29
199
—
—
—
Residential mortgage
1
209
209
12
—
—
—
—
Home equity
1
86
84
—
—
—
—
—
Total originated
24
5,150
4,834
897
2,719
—
2
1,086
Acquired:
Home equity
1
125
123
—
123
—
—
—
Total acquired
1
125
123
—
123
—
—
—
Total loans and leases
25
$
5,275
$
4,957
$
897
$
2,842
—
2
$
1,086
______________________________________________________________________
(1) Includes loans and leases that have been modified within the past twelve months and subsequently had payment defaults during the period indicated.
The following table sets forth the Company's end-of-period balances for TDRs that were modified during the periods indicated, by type of modification.
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
(In Thousands)
Loans with one modification:
Extended maturity
$
4,919
$
—
$
12,098
$
1,419
Adjusted interest rate
252
—
252
—
Combination maturity, principal, interest rate
2,513
345
3,609
3,454
Total loans with one modification
7,684
345
15,959
4,873
Loans with more than one modification:
Combination maturity, principal, interest rate
—
—
—
84
Total loans with more than one modification
—
—
—
84
Total loans with modifications
$
7,684
$
345
$
15,959
$
4,957
The TDR loans and leases that were modified for the three months ended
September 30, 2019
and
2018
were
$
7.7
million
and
$
0.3
million
, respectively. The
increase
in TDR loans and leases that were modified for the
three months ended
September 30, 2019
was primarily due to the increases in modifications on the construction and equipment financing loans.
The TDR loans and leases that were modified for the
nine months ended
September 30, 2019
and
2018
were
$
16.0
million
and
$
5.0
million
, respectively. The
increase
in TDR loans and leases that were modified for the
nine months ended
September 30, 2019
was primarily due to the increase in modifications on the construction, commercial, and equipment financing loans.
39
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
There were
no
TDR loans and leases with more than one modification during the three and
nine months ended
September 30, 2019
. There were
no
TDR loan and leases with more than one modification during the three months ended
September 30, 2018
. There was
1
TDR loan and lease with more than one modification during the
nine months ended
September 30, 2018
.
The net charge-offs for performing and nonperforming TDR loans and leases for the three and
nine months ended
September 30, 2019
were
$
0.1
million
and
$
1.9
million
, respectively. The net charge-offs for performing and nonperforming TDR loans and leases for the three and
nine months ended
September 30, 2018
were
$
35
thousand
and
$
0.7
million
, respectively.
The commitments to lend funds to debtors owing receivables whose terms had been modified in TDRs as of
September 30, 2019
was
$
1.4
million
. As of
September 30, 2018
, there were
no
commitments to lend funds to debtors owing receivables whose terms had been modified in TDRs.
(6)
Goodwill and Other Intangible Assets
The following table sets forth the carrying value of goodwill and other intangible assets at the dates indicated:
At September 30, 2019
At December 31, 2018
(In Thousands)
Goodwill (beginning)
$
160,427
$
137,890
Additions
—
22,537
Balance at end of period
160,427
160,427
Other intangible assets:
Core deposits
3,754
4,997
Trade name
1,089
1,089
Total other intangible assets
4,843
6,086
Total goodwill and other intangible assets
$
165,270
$
166,513
At December 31, 2013, the Company concluded that the BankRI name would continue to be utilized in its marketing strategies; therefore, the trade name with carrying value of
$
1.1
million
, has an indefinite life and ceased to amortize.
The weighted-average amortization period for the core deposit intangible is
7.0
years
.
The estimated aggregate future amortization expense (in thousands) for other intangible assets for each of the next five years and thereafter is as follows:
Remainder of 2019
$
456
Year ending:
2020
1,261
2021
850
2022
494
2023
263
2024
153
Thereafter
277
Total
$
3,754
(7)
Accumulated Other Comprehensive Income (Loss)
For the three and
nine months ended
September 30, 2019
and
2018
, the Company’s accumulated other comprehensive income (loss) includes the following two components: (i) unrealized holding gains (losses) on investment securities available-for-sale; and (ii) adjustment of accumulated obligation for postretirement benefits.
40
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows for the periods indicated:
Three Months Ended September 30, 2019
Investment
Securities
Available-for-Sale
Postretirement
Benefits
Accumulated Other
Comprehensive
Loss
(In Thousands)
Balance at June 30, 2019
$
889
$
252
$
1,141
Other comprehensive income (loss)
1,634
—
1,634
Balance at September 30, 2019
$
2,523
$
252
$
2,775
Three Months Ended September 30, 2018
Investment
Securities
Available-for-Sale
Postretirement
Benefits
Accumulated Other
Comprehensive
Loss
(In Thousands)
Balance at June 30, 2018
$
(
13,578
)
$
163
$
(
13,415
)
Other comprehensive income (loss)
(
2,184
)
—
(
2,184
)
Balance at September 30, 2018
$
(
15,762
)
$
163
$
(
15,599
)
Nine Months Ended September 30, 2019
Investment
Securities
Available-for-Sale
Postretirement
Benefits
Accumulated Other
Comprehensive
Loss
(In Thousands)
Balance at December 31, 2018
$
(
9,712
)
$
252
$
(
9,460
)
Other comprehensive (loss) income
12,235
—
12,235
Balance at September 30, 2019
$
2,523
$
252
$
2,775
Nine Months Ended September 30, 2018
Investment
Securities
Available-for-Sale
Postretirement
Benefits
Accumulated Other
Comprehensive
Loss
(In Thousands)
Balance at December 31, 2017
$
(
6,113
)
$
163
$
(
5,950
)
Other comprehensive loss before reclassifications
(
9,702
)
—
(
9,702
)
Less: amounts reclassified from accumulated other comprehensive loss
(
53
)
—
(
53
)
Balance at September 30, 2018
$
(
15,762
)
$
163
$
(
15,599
)
The Company did
not
reclassify any amounts out of accumulated other comprehensive income (loss) for the three months ended
September 30, 2019
and
September 30, 2018
. The Company did
not
reclassify any amounts out of accumulated other comprehensive income (loss) for the
nine months ended
September 30, 2019
as compared to
$
53
thousand
during the
nine months ended
September 30, 2018
.
(8)
Derivatives and Hedging Activities
The Company utilizes loan level derivatives which consist of interest-rate contracts (swaps, caps and floors), and risk participation agreements as part of the Company's interest-rate risk management strategy for certain assets and liabilities and not for speculative purposes. Based on the Company's intended use for the loan level derivatives at inception, the Company designates the derivative as either an economic hedge of an asset or liability, or a hedging instrument subject to the hedge accounting provisions of FASB ASC Topic 815, "Derivatives and Hedging".
41
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Interest-rate swap, cap and floor agreements are entered into as hedges against future interest-rate fluctuations on specifically identified assets or liabilities. The Company did not have derivative fair value hedges or derivative cash flow hedges as of
September 30, 2019
or
December 31, 2018
.
Derivatives not designated as hedges are not speculative but rather result from a service the Company provides to certain customers for a fee. The Company executes loan level derivative products such as interest-rate swap agreements with commercial banking customers to aid them in managing their interest-rate risk. The interest-rate swap contracts allow the commercial banking customers to convert floating-rate loan payments to fixed-rate loan payments. The Company concurrently enters into offsetting swaps with a third party financial institution, effectively minimizing its net risk exposure resulting from such transactions. The third-party financial institution exchanges the customer's fixed-rate loan payments for floating-rate loan payments. As the interest-rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings.
The Company utilizes risk participation agreements with other banks participating in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. Risk participation agreements are derivative financial instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are recorded directly through earnings at each reporting period.
Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower, for a fee paid to the participating bank. Under a risk participation-in agreement, a derivative liability, the Company assumes, or participates in, a portion of the credit risk associated with the interest rate swap position with the commercial borrower, for a fee received from the other bank.
The Company offers foreign exchange contracts to commercial borrowers to accommodate their business needs. These foreign exchange contracts do not qualify as hedges for accounting purposes. To mitigate the market and liquidity risk associated with these foreign exchange contracts, the Company enters into similar offsetting positions.
Asset derivatives and liability derivatives are included in other assets and accrued expenses and other liabilities on the unaudited consolidated balance sheets.
The following tables presents the Company's customer related derivative positions for the periods indicated below for those derivatives not designated as hedging.
Notional Amount Maturing
Number of Positions
Less than 1 year
Less than 2 years
Less than 3 years
Less than 4 years
Thereafter
Total
Fair Value
September 30, 2019
(Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable
110
$
—
$
25,196
$
8,896
$
34,322
$
924,062
$
992,476
$
79,661
Pay fixed, receive variable
110
—
25,196
8,896
34,322
924,062
992,476
79,661
Risk participation-out agreements
35
—
14,203
—
—
162,952
177,155
1,555
Risk participation-in agreements
7
—
—
—
—
56,096
56,096
385
Foreign exchange contracts
Buys foreign currency, sells U.S. currency
18
$
1,315
$
—
$
—
$
—
$
—
$
1,315
$
22
Sells foreign currency, buys U.S. currency
20
1,420
—
—
—
—
1,420
16
42
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Notional Amount Maturing
Number of Positions
Less than 1 year
Less than 2 years
Less than 3 years
Less than 4 years
Thereafter
Total
Fair Value
December 31, 2018
(Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable
86
$
1,931
$
26,419
$
—
$
31,762
$
654,388
$
714,500
$
6,081
Pay fixed, receive variable
86
1,931
26,419
—
31,762
654,388
714,500
6,081
Risk participation-out agreements
26
—
14,892
—
—
85,639
100,531
344
Risk participation-in agreements
5
—
—
—
—
35,838
35,838
84
Foreign exchange contracts
Buys foreign currency, sells U.S. currency
22
$
6,573
$
—
$
—
$
—
$
—
$
6,573
$
123
Sells foreign currency, buys U.S. currency
37
6,582
—
—
—
—
6,582
131
Certain derivative agreements contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount. The Company posted collateral to dealer counterparties of
$
93.4
million
and
$
5.9
million
in the normal course of business as of
September 30, 2019
and
December 31, 2018
, respectively. Dealer counterparties posted
no
collateral to the Company in the normal course of business as of
September 30, 2019
and
December 31, 2018
.
The tables below present the offsetting of derivatives and amounts subject to master netting agreements not offset in the unaudited consolidated balance sheet at the dates indicated.
At September 30, 2019
Gross
Amounts Recognized
Gross Amounts
Offset in the
Statement of Financial Position
Net Amounts Presented in the Statement of Financial Position
Gross Amounts Not Offset in the
Statement of Financial Position
Net Amount
Financial Instruments Pledged
Cash Collateral Pledged
(In Thousands)
Asset derivatives
Loan level derivatives
$
79,857
$
—
$
79,857
$
—
$
—
$
79,857
Risk participation-out agreements
1,555
—
1,555
—
—
1,555
Foreign exchange contracts
22
—
22
—
—
22
Total
$
81,434
$
—
$
81,434
$
—
$
—
$
81,434
Liability derivatives
Loan level derivatives
$
79,857
$
—
$
79,857
$
52,488
$
40,870
$
(
13,501
)
Risk participation-in agreements
385
—
385
—
—
385
Foreign exchange contracts
16
—
16
—
—
16
Total
$
80,258
$
—
$
80,258
$
52,488
$
40,870
$
(
13,100
)
43
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
At December 31, 2018
Gross
Amounts Recognized
Gross Amounts
Offset in the
Statement of Financial Position
Net Amounts Presented in the Statement of Financial Position
Gross Amounts Not Offset in the
Statement of Financial Position
Net Amount
Financial Instruments Pledged
Cash Collateral Pledged
(In Thousands)
Asset derivatives
Loan level derivatives
$
22,013
$
—
$
22,013
$
—
$
50
$
21,963
Risk participation-out agreements
344
—
344
—
—
344
Foreign exchange contracts
131
—
131
—
—
131
Total
$
22,488
$
—
$
22,488
$
—
$
50
$
22,438
Liability derivatives
Loan level derivatives
$
22,013
$
—
$
22,013
$
5,877
$
—
$
16,136
Risk participation-in agreements
84
—
84
—
—
84
Foreign exchange contracts
123
—
123
—
—
123
Total
$
22,220
$
—
$
22,220
$
5,877
$
—
$
16,343
The Company has agreements with certain of its derivative counterparties that contain credit-risk-related contingent provisions. These provisions provide the counterparty with the right to terminate its derivative positions and require the Company to settle its obligations under the agreements if the Company defaults on certain of its indebtedness or if the Company fails to maintain its status as a well-capitalized institution.
(9)
Stock Based Compensation
As of
September 30, 2019
, the Company had
2
active recognition and retention plans: the 2011 Restricted Stock Award Plan ("2011 RSA") with
500,000
authorized shares and the 2014 Equity Incentive Plan ("2014 Plan") with
1,750,000
authorized shares. The 2011 RSA and the 2014 Plan are collectively referred to as the "Plans". The purpose of the Plans is to promote the long-term financial success of the Company and its subsidiaries by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Company's stockholders.
Of the awarded shares, generally
50
%
vest ratably over
three years
with one-third of such shares vesting at each of the first, second and third anniversary dates of the awards. These are referred to as "time-based shares". The remaining
50
%
of each award has a cliff vesting schedule and will vest
three years
after the award date based on the level of the Company's achievement of identified performance targets in comparison to the level of achievement of such identified performance targets by a defined peer group comprised of
45
financial institutions. These are referred to as "performance-based shares". If a participant leaves the Company prior to the third anniversary date of an award, any unvested shares are usually forfeited. Dividends declared with respect to shares awarded will be held by the Company and paid to the participant only when the shares vest.
Under all the Plans, shares of the Company's common stock were reserved for issuance as restricted stock awards to officers, employees, and non-employee directors of the Company. Shares issued upon vesting may be either authorized but unissued shares or reacquired shares held by the Company as treasury shares. Any shares not issued because vesting requirements are not met will be retired back to treasury and be made available again for issuance under the Plans.
During the
three and nine months ended
September 30, 2019
,
212,460
shares were issued upon satisfaction of required conditions of the Plans. During the
three and nine months ended
September 30, 2018
,
119,040
shares were issued upon satisfaction of required conditions of the Plans.
44
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Total expense for the Plans was
$
0.8
million
and
$
0.7
million
for the three months ended
September 30, 2019
and
2018
, respectively. Total expense for the Plans was
$
2.5
million
and
$
1.8
million
for the
nine months ended September 30, 2019
and
2018
, respectively.
(10)
Earnings per Share ("EPS")
The following table is a reconciliation of basic EPS and diluted EPS:
Three Months Ended
September 30, 2019
September 30, 2018
Basic
Fully
Diluted
Basic
Fully
Diluted
(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income
$
22,596
$
22,596
$
22,460
$
22,460
Denominator:
Weighted average shares outstanding
79,700,403
79,700,403
80,315,050
80,315,050
Effect of dilutive securities
—
183,107
—
200,417
Adjusted weighted average shares outstanding
79,700,403
79,883,510
80,315,050
80,515,467
EPS
$
0.28
$
0.28
$
0.28
$
0.28
Nine Months Ended
September 30, 2019
September 30, 2018
Basic
Fully
Diluted
Basic
Fully
Diluted
(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income
$
65,534
$
65,534
$
61,924
$
61,924
Denominator:
Weighted average shares outstanding
79,676,456
79,676,456
79,471,238
79,471,238
Effect of dilutive securities
—
191,227
—
269,754
Adjusted weighted average shares outstanding
79,676,456
79,867,683
79,471,238
79,740,992
EPS
$
0.82
$
0.82
$
0.78
$
0.78
(11)
Fair Value of Financial Instruments
A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring and non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There were no changes in the valuation techniques used during the
three and nine months ended
September 30, 2019
and
2018
.
45
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables set forth the carrying value of assets and liabilities measured at fair value on a recurring basis at the dates indicated:
Carrying Value as of September 30, 2019
Level 1
Level 2
Level 3
Total
(In Thousands)
Assets:
Investment securities available-for-sale:
GSE debentures
$
—
$
186,170
$
—
$
186,170
GSE CMOs
—
91,851
—
91,851
GSE MBSs
—
142,079
—
142,079
SBA commercial loan asset-backed securities
—
37
—
37
Corporate debt obligations
—
32,981
—
32,981
U.S. Treasury bonds
—
14,221
—
14,221
Total investment securities available-for-sale
$
—
$
467,339
$
—
$
467,339
Equity securities held-for-trading
$
3,567
$
1,014
$
—
$
4,581
Loan level derivatives
—
79,857
—
79,857
Risk participation-out agreements
—
1,555
—
1,555
Foreign exchange contracts
—
22
—
22
Liabilities:
Loan level derivatives
$
—
$
79,857
$
—
$
79,857
Risk participation-in agreements
—
385
—
385
Foreign exchange contracts
—
16
—
16
Carrying Value as of December 31, 2018
Level 1
Level 2
Level 3
Total
(In Thousands)
Assets:
Investment securities available-for-sale:
GSE debentures
$
—
$
181,079
$
—
$
181,079
GSE CMOs
—
103,130
—
103,130
GSE MBSs
—
165,089
—
165,089
SBA commercial loan asset-backed securities
—
51
—
51
Corporate debt obligations
—
39,708
—
39,708
U.S. Treasury bonds
—
13,736
—
13,736
Total investment securities available-for-sale
$
—
$
502,793
$
—
$
502,793
Equity securities held-for-trading
$
3,235
$
972
$
—
$
4,207
Loan level derivatives
—
22,013
—
22,013
Risk participation-out agreements
—
344
—
344
Foreign exchange contracts
—
131
—
131
Liabilities:
Loan level derivatives
$
—
$
22,013
$
—
$
22,013
Risk participation-in agreements
—
84
—
84
Foreign exchange contracts
—
123
—
123
46
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Investment Securities Available-for-Sale
The fair value of investment securities is based principally on market prices and dealer quotes received from third-party and nationally-recognized pricing services for identical investment securities such as U.S. Treasury and agency securities. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include GSE debentures, GSE mortgage-related securities, SBA commercial loan asset backed securities, corporate debt securities, and trust preferred securities, all of which are included in Level 2. As of
September 30, 2019
and
December 31, 2018
, no investment securities were valued using pricing models included in Level 3.
Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with management's expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of
15
-year and
30
-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for a particular security.
Equity Securities Held-for-Trading
The fair value of equity securities held-for-trading is based principally on market prices and dealer quotes received from third-party and nationally-recognized pricing services. The Company's equity securities are priced this way and are included in Level 1 and Level 2. These prices are validated by comparing the primary pricing source with an alternative pricing source when available.
Derivatives and Hedging Instruments
The fair values for the interest-rate swap assets and liabilities, risk participation agreements (RPA in/out), and foreign exchange derivatives represent a Level 2 valuation and are based on settlement values adjusted for credit risks associated with the counterparties and the Company and observable market interest rate curves and foreign exchange rates where applicable. Credit risk adjustments consider factors such as the likelihood of default by the Company and its counterparties, its net exposures and remaining contractual life. To date, the Company has not realized any losses due to a counterparty's inability to pay any net uncollateralized position. Refer also to Note 8, "Derivatives and Hedging Activities."
There were no transfers between levels for assets and liabilities recorded at fair value on a recurring basis during the
three and nine months ended
September 30, 2019
and
2018
, respectively.
47
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring basis are summarized below at the dated indicated:
Carrying Value as of September 30, 2019
Level 1
Level 2
Level 3
Total
(In Thousands)
Assets measured at fair value on a non-recurring basis:
Collateral-dependent impaired loans and leases
$
—
$
—
$
2,330
$
2,330
OREO
—
—
201
201
Repossessed assets
—
1,931
—
1,931
Total assets measured at fair value on a non-recurring basis
$
—
$
1,931
$
2,531
$
4,462
Carrying Value as of December 31, 2018
Level 1
Level 2
Level 3
Total
(In Thousands)
Assets measured at fair value on a non-recurring basis:
Collateral-dependent impaired loans and leases
$
—
$
—
$
4,203
$
4,203
OREO
—
—
3,054
3,054
Repossessed assets
—
965
—
965
Total assets measured at fair value on a non-recurring basis
$
—
$
965
$
7,257
$
8,222
Collateral-Dependent Impaired Loans and Leases
For nonperforming loans and leases where the credit quality of the borrower has deteriorated significantly, fair values of the underlying collateral were estimated using purchase and sales agreements (Level 2), or comparable sales or recent appraisals (Level 3), adjusted for selling costs and other expenses.
Other Real Estate Owned
The Company records OREO at the lower of cost or fair value. In estimating fair value, the Company utilizes purchase and sales agreements (Level 2) or comparable sales, recent appraisals or cash flows discounted at an interest rate commensurate with the risk associated with these cash flows (Level 3), adjusted for selling costs and other expenses.
Repossessed Assets
Repossessed assets are carried at estimated fair value less costs to sell based on auction pricing (Level 2).
The table below presents quantitative information about significant unobservable inputs (Level 3) for assets measured at fair value on a non-recurring basis at the dates indicated.
Fair Value
Valuation Technique
At September 30,
2019
At December 31, 2018
(Dollars in Thousands)
Auction-rate municipal obligations
$
—
$
—
Discounted cash flow
Collateral-dependent impaired loans and leases
$
2,329
$
4,203
Appraisal of collateral
(1)
Other real estate owned
201
3,054
Appraisal of collateral
(1)
_______________________________________________________________________________
(1)
Fair value is generally determined through independent appraisals of the underlying collateral. The Company may also use another available source of collateral assessment to determine a reasonable estimate of the fair value of the collateral. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of the unobservable inputs used may vary but is generally
0
%
-
10
%
on the discount for costs to sell and
0
%
-
15
%
on appraisal adjustments.
48
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Summary of Estimated Fair Values of Financial Instruments
The following table presents the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company's financial instruments at the dates indicated. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which the fair value approximates carrying value include cash and cash equivalents, restricted equity securities, and accrued interest receivable. Financial liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings, and accrued interest payable.
Fair Value Measurements at September 30, 2019
Carrying
Value
Estimated
Fair Value
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
(In Thousands)
Financial assets:
Investment securities held-to-maturity:
GSE debentures
$
38,624
$
38,734
$
—
$
38,734
$
—
GSE MBSs
9,937
9,835
—
9,835
—
Municipal obligations
46,102
46,763
—
46,763
—
Foreign government obligations
500
470
—
—
470
Loans and leases, net
6,587,686
6,627,148
—
—
6,627,148
Restricted equity securities
57,896
57,896
—
—
57,896
Financial liabilities:
Certificates of deposits
2,011,622
2,016,106
—
2,016,106
—
Borrowed funds
986,405
990,173
—
990,173
—
Fair Value Measurements at December 31, 2018
Carrying
Value
Estimated
Fair Value
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
(In Thousands)
Financial assets:
Investment securities held-to-maturity:
GSE debentures
$
50,546
$
49,601
$
—
$
49,601
$
—
GSE MBSs
11,426
11,131
—
11,131
—
Municipal obligations
52,304
51,598
—
51,598
—
Foreign government obligations
500
500
—
—
500
Loans held-for-sale
3,247
3,247
—
3,247
—
Loans and leases, net
6,244,824
6,154,704
—
—
6,154,704
Restricted equity securities
61,751
61,751
—
—
61,751
Financial liabilities:
Certificates of deposit
1,789,165
1,778,860
—
1,778,860
—
Borrowed funds
920,542
886,545
—
886,545
—
Investment Securities Held-to-Maturity
The fair values of certain investment securities held-to-maturity are estimated using market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include GSE debentures, GSE MBSs, and municipal obligations, all of which are included in Level 2. Additionally, fair values of foreign government obligations are estimated using pricing models and are considered to be Level 3.
49
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Loans Held-for-Sale
Fair value is measured using quoted market prices when available and would be categorized as Level 1. If quoted market prices are not available, comparable market values may be utilized. These assets are typically categorized as Level 2.
Loans and Leases
The fair values of performing loans and leases was estimated by segregating the portfolio into its primary loan and lease categories—commercial real estate mortgage, multi-family mortgage, construction, commercial, equipment financing, condominium association, residential mortgage, home equity and other consumer. These categories were further disaggregated based upon significant financial characteristics such as type of interest rate (fixed / variable) and payment status (current / past-due). Using the exit price valuation method, the Company discounts the contractual cash flows for each loan category using interest rates currently being offered for loans with similar terms to borrowers of similar quality and incorporates estimates of future loan prepayments.
Restricted Equity Securities
The fair values of certain restricted equity securities are estimated using observable inputs adjusted for other unobservable information, including but not limited to probability assumptions and similar discounts where applicable. These restricted equity securities are considered to be Level 3.
Deposits
The fair values of deposit liabilities with no stated maturity (demand, NOW, savings and money market savings accounts) are equal to the carrying amounts payable on demand. The fair value of certificates of deposit represents contractual cash flows discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. The fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the Company's core deposit relationships (deposit-based intangibles).
Borrowed Funds
The fair value of federal funds purchased is equal to the amount borrowed. The fair value of FHLBB advances and repurchase agreements represents contractual repayments discounted using interest rates currently available for borrowings with similar characteristics and remaining maturities. The fair values reported for retail repurchase agreements are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on borrowings with similar characteristics and maturities. The fair values reported for subordinated deferrable interest debentures are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar terms and maturities.
(12)
Commitments and Contingencies
Off-Balance Sheet Financial Instruments
The Company is party to off-balance sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credits, and loan level derivatives. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received.
The contract amounts reflect the extent of the involvement the Company has in particular classes of these instruments. Such commitments involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of non-performance by the counterparty is represented by the fair value of the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
50
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Financial instruments with off-balance-sheet risk at the dates indicated follow:
At September 30, 2019
At December 31, 2018
(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:
Commercial real estate
$
75,280
$
76,642
Commercial
77,395
75,713
Residential mortgage
63,229
16,363
Unadvanced portion of loans and leases
795,285
707,997
Unused lines of credit:
Home equity
515,589
487,476
Other consumer
35,923
50,404
Other commercial
393
347
Unused letters of credit:
Financial standby letters of credit
10,521
11,491
Performance standby letters of credit
3,696
3,075
Commercial and similar letters of credit
4,648
4,573
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable
992,476
714,500
Pay fixed, receive variable
992,476
714,500
Risk participation-out agreements
177,155
100,531
Risk participation-in agreements
56,096
35,838
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency
1,315
6,573
Sells foreign currency, buys U.S. currency
1,420
6,582
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee by the customer. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if any, is based on management's credit evaluation of the borrower.
Standby and commercial letters of credits are conditional commitments issued by the Company to guarantee performance of a customer to a third party. These standby and commercial letters of credit are primarily issued to support the financing needs of the Company's commercial customers. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
From time to time, the Company enters into loan level derivatives, risk participation agreements or foreign exchange contracts with commercial customers and third-party financial institutions. These derivatives allow the Company to offer long-term fixed-rate commercial loans while mitigating the interest-rate or foreign exchange risk of holding those loans. In a loan level derivative transaction, the Company lends to a commercial customer on a floating-rate basis and then enters into an loan level derivative with that customer. Concurrently, the Company enters into offsetting swaps with a third-party financial institution, effectively minimizing its net interest-rate risk exposure resulting from such transactions.
The fair value of derivative assets and liabilities was
$
81.4
million
and
$
80.3
million
, respectively, as of
September 30, 2019
. The fair value of derivative assets and liabilities was
$
22.5
million
and
$
22.2
million
, respectively, as of
December 31, 2018
.
51
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The fair value of foreign exchange assets and liabilities was
$
22
thousand
and
$
16
thousand
, respectively, as of
September 30, 2019
. The fair value of foreign exchange assets and liabilities was
$
131
thousand
and
$
123
thousand
as of
December 31, 2018
.
Lease Commitments
The Company leases certain office space under various noncancellable operating leases as well as certain other assets. These leases have original terms ranging from
3
years
to over
25
years
. Certain leases contain renewal options and escalation clauses which can increase rental expenses based principally on the consumer price index and fair market rental value provisions. All of the Company's current outstanding leases are classified as operating leases.
The Company considered the following criteria when determining whether a contract contains a lease, the existence of an identifiable asset and the right to obtain substantially all of the economic benefits from use of the asset through the period. The Company used the FHLB classic advance rates available as of
September 30, 2019
as the discount rate to determine the net present value of the remaining lease payments.
At September 30, 2019
(In Thousands)
The components of lease expense were as follow:
Operating lease cost
$
4,644
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
4,658
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases
$
72
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets
$
26,216
Operating lease liabilities
26,216
Weighted Average Remaining Lease Term
Operating leases
7.6
years
Weighted Average Discount Rate
Operating leases
3.2
%
52
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
A summary of future minimum rental payments under such leases at the dates indicated follows:
Minimum Rental Payments
September 30, 2019
December 31, 2018
(In Thousands)
Remainder of 2019
$
1,553
$
4,224
Year ending:
2020
5,883
4,932
2021
5,263
4,418
2022
4,575
3,602
2023
3,672
2,734
2024
2,305
1,866
Thereafter
6,163
6,637
Total
$
29,414
$
28,413
Less imputed interest
(
3,198
)
Present value of lease liability
$
26,216
Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The total real estate taxes were
$
1.4
million
and other expenditures were
$
0.3
million
for both the
nine months ended
September 30, 2019
and
2018
. Total rental expense was
$
1.5
million
and
$
1.6
million
for the three months ended
September 30, 2019
and
2018
, respectively. Total rental expense was
$
4.6
million
for the
nine months ended
September 30, 2019
and
2018
.
Legal Proceedings
In the normal course of business, there are various outstanding legal proceedings. In the opinion of management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings.
(13)
Revenue from Contracts with Customers
Overview
Revenue from contracts with customers in the scope of Accounting Standards Codification (“ASC”) ("Topic 606") is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.
The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.
In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported gross in noninterest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.
Accounting Policy Updates
The Company adopted Topic 606, “Revenue from Contracts with Customers” effective January 1, 2018 and has applied the guidance to all contracts within the scope of Topic 606 as of that date. As a result, the Company has modified its accounting policy for revenue recognition as detailed in this Note.
The Company applied Topic 606 using the modified retrospective method, therefore, the prior period comparative information has not been adjusted and continues to be reported under Topic 605. There was no cumulative effect adjustment as
53
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
of January 1, 2018, and there were no material changes to our consolidated financial statements at or for the
nine months ended
September 30, 2019
, as a result of adopting Topic 606.
The Company applied the practical expedient pertaining to contracts with original expected duration of one year or less and does not disclose information about remaining performance obligations on such contracts.
The Company also applied the practical expedient pertaining to contracts for which, at contract inception, the period between when the entity transfers the services and when the customer pays for those services will be one year or less. As such, the Company does not adjust the consideration from customers for the effects of a significant financing component.
A substantial portion of the Company’s revenue is specifically excluded from the scope of Topic 606. This exclusion is associated with financial instruments, including interest income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales. For the revenue that is in-scope of Topic 606, the following is a description of principal activities from which the Company generates its revenue from contracts with customers, separated by the timing of revenue recognition.
Revenue Recognized at a Point in Time
The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.
Revenue Recognized Over Time
The Company recognizes revenue over a period of time, generally monthly, as services are performed and performance obligations are satisfied. Such revenue includes commissions on investments, insurance sales and service charges on deposit accounts. Fee revenue from service charges on deposit accounts represents the service charges assessed to customers who hold deposit accounts at the Banks.
(14)
Subsequent Events
As previously disclosed on October 23, 2019, Brookline Bank has entered into a merger agreement with First Ipswich. Pending receipt of the applicable regulatory approvals, Brookline Bank anticipates closing the transaction in the first quarter of 2020.
As previously disclosed on July 31, 2019, Brookline Bank converted its charter from a Massachusetts-chartered savings bank to a Massachusetts-chartered trust company and ended its membership in DIF, which insures Massachusetts-chartered savings bank deposits in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated Brookline Bank’s withdrawal from the DIF and the concurrent charter conversion of Brookline Bank. Brookline Bank will continue to be supervised by the FRB and DOB.
Brookline’s deposit accounts will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits. Excess deposits that were insured by the DIF on July 31, 2019 will continue to be insured by the DIF until July 31, 2020. Term deposits in excess of the FDIC insurance coverage will continue to be insured by the DIF until they reach maturity.
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Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe Brookline Bancorp, Inc.’s (the “Company’s”) future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These statements include, among others, statements regarding the Company’s intent, belief or expectations with respect to economic conditions, trends affecting the Company’s financial condition or results of operations, and the Company’s exposure to market, liquidity, interest-rate and credit risk.
Forward-looking statements are based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are only expectations of future results. Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable, the Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, adverse conditions in the capital and debt markets; changes in interest rates; competitive pressures from other financial institutions; the effects of weakness in general economic conditions on a national basis or in the local markets in which the Company operates, including changes which adversely affect borrowers’ ability to service and repay their loans and leases; changes in the value of securities and other assets in the Company’s investment portfolio; changes in loan and lease default and charge-off rates; the adequacy of allowances for loan and lease losses; decreases in deposit levels that necessitate increases in borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity breaches, fraud and natural disaster; changes in government regulation; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; and changes in assumptions used in making such forward-looking statements, as well as the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
and other filings submitted to the Securities and Exchange Commission ("SEC"). Forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Introduction
Brookline Bancorp, Inc., a Delaware corporation, operates as a multi-bank holding company for Brookline Bank and its subsidiaries; Bank Rhode Island and its subsidiaries ("BankRI"); First Ipswich Bank and its subsidiaries ("First Ipswich"); and Brookline Securities Corp. As previously disclosed, it is expected that First Ipswich will merge with and into Brookline Bank in the first quarter of 2020.
As a commercially-focused financial institution with
51
full-service banking offices throughout greater Boston, the north shore of Massachusetts and Rhode Island, the Company, through Brookline Bank, BankRI and First Ipswich (the “Banks”), offers a wide range of commercial, business and retail banking services, including a full complement of cash management products, foreign exchange services, on-line and mobile banking services, consumer and residential loans and investment advisory services, designed to meet the financial needs of small- to mid-sized businesses and individuals throughout central New England. Specialty lending activities include equipment financing, with
27.4%
of the New York and New Jersey metropolitan area.
The Company focuses its business efforts on profitably growing its commercial lending businesses, both organically and through acquisitions. The Company’s customer focus, multi-bank structure, and risk management are integral to its organic growth strategy and serve to differentiate the Company from its competitors. As full-service financial institutions, the Banks and their subsidiaries focus their efforts on developing and deepening long-term banking relationships with qualified customers through a full complement of products and excellent customer service, and strong risk management.
The Company manages the Banks under uniform strategic objectives, with one set of uniform policies consistently applied by one executive management team. Within this environment, the Company believes that the ability to make customer decisions locally enhances management's motivation, service levels and, as a consequence, the Company's financial results. As such, while most back-office functions are consolidated at the holding company level, branding and decision-making, including credit decisions and pricing, remain largely local in order to better meet the needs of bank customers and further motivate the Banks’ commercial, business and retail bankers. These credit decisions, at the local level, are executed through corporate policies overseen by the Company's credit department.
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Table of Contents
The competition for loans and leases and deposits remains intense. While the economy has improved in
2019
, the Company expects the operating environment to remain challenging. The volume of loan and lease originations and loan and lease losses will depend, to a large extent, on how the economy performs. Loan and lease growth and deposit growth are also greatly influenced by the rate-setting actions of the Board of Governors of the Federal Reserve System (“FRB”). A sustained, low interest rate environment with a flat interest rate curve may negatively impact the Company's yields and net interest margin. While the Company is slightly asset sensitive and should benefit from rising rates, changes in interest rates could also precipitate a change in the mix and volume of the Company's deposits and loans. The future operating results of the Company will depend on its ability to maintain or increase the current net interest margin, while minimizing exposure to credit risk, along with increasing sources of non-interest income, while controlling the growth of non-interest expenses.
The Company and the Banks are supervised, examined and regulated by the FRB. As Massachusetts-chartered trust companies, Brookline Bank and First Ipswich are also subject to regulation under the laws of the Commonwealth of Massachusetts and the jurisdiction of the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is also subject to regulation under the laws of the State of Rhode Island and the jurisdiction of the Banking Division of the Rhode Island Department of Business Regulation. The FDIC continues to insure each of the Banks’ deposits up to $250,000 per depositor. As previously disclosed on July 31, 2019, Brookline Bank converted its charter from a Massachusetts-charted savings bank to a Massachusetts-chartered trust company and ended its membership in the Depositors Insurance Fund (“DIF”), a private industry-sponsored fund which insures Massachusetts-chartered savings bank deposit balances in excess of federal deposit insurance coverage. Brookline Bank’s growth in deposit size necessitated Brookline Bank’s withdrawal from the DIF and the concurrent charter conversion of Brookline Bank. Brookline’s deposit accounts will continue to be insured by the deposit insurance fund of the FDIC up to applicable limits. Excess deposits that were insured by the DIF on July 31, 2019 will continue to be insured by the DIF until July 31, 2020. Term deposits in excess of the FDIC insurance coverage will continue to be insured by the DIF until they reach maturity.
The Company’s common stock is traded on the Nasdaq Global Select Market
SM
under the symbol “BRKL.”
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Table of Contents
Selected Financial Data
The following is based in part on, and should be read in conjunction with, the consolidated financial statements and accompanying notes, and other information appearing elsewhere in this Quarterly Report on Form 10-Q.
At and for the Three Months Ended
September 30,
June 30,
March 31,
December 31,
September 30,
2019
2019
2019
2018
2018
(Dollars in Thousands, Except Per Share Data)
PER COMMON SHARE DATA
Earnings per share - Basic
$
0.28
$
0.26
$
0.28
$
0.26
$
0.28
Earnings per share - Diluted
0.28
0.26
0.28
0.26
0.28
Book value per share (end of period)
11.70
11.53
11.30
11.30
11.08
Tangible book value per share (end of period) (1)
9.63
9.45
9.22
9.21
9.00
Dividends paid per common share
0.110
0.110
0.105
0.105
0.100
Stock price (end of period)
14.73
15.38
14.40
13.82
16.70
PERFORMANCE RATIOS (2)
Net interest margin (taxable equivalent basis)
3.45
%
3.55
%
3.64
%
3.58
%
3.57
%
Return on average assets
1.17
%
1.08
%
1.21
%
1.15
%
1.23
%
Return on average tangible assets (1)
1.19
%
1.11
%
1.24
%
1.17
%
1.26
%
Return on average stockholders' equity
9.74
%
8.98
%
10.14
%
9.40
%
10.10
%
Return on average tangible stockholders' equity (1)
11.85
%
10.98
%
12.48
%
11.54
%
12.44
%
Dividend payout ratio (1)
38.88
%
42.87
%
37.28
%
39.98
%
35.81
%
Efficiency ratio (3)
56.48
%
56.09
%
55.83
%
57.86
%
53.76
%
ASSET QUALITY RATIOS
Net loan and lease charge-offs as a percentage of average loans and leases (annualized)
0.02
%
0.19
%
0.13
%
0.08
%
0.04
%
Nonperforming loans and leases as a percentage of total loans and leases
0.33
%
0.33
%
0.36
%
0.38
%
0.41
%
Nonperforming assets as a percentage of total assets
0.30
%
0.30
%
0.36
%
0.38
%
0.41
%
Total allowance for loan and lease losses as a percentage of total loans and leases
0.89
%
0.90
%
0.91
%
0.93
%
0.96
%
Allowance for loan and lease losses related to originated loans and leases as a percentage of originated loans and leases (1)
0.90
%
0.92
%
0.93
%
0.96
%
1.00
%
CAPITAL RATIOS
Stockholders' equity to total assets
11.83
%
12.03
%
11.98
%
12.18
%
12.16
%
Tangible equity ratio (1)
9.94
%
10.08
%
9.99
%
10.15
%
10.11
%
FINANCIAL CONDITION DATA
Total assets
$
7,878,436
$
7,636,980
$
7,519,130
$
7,392,805
$
7,320,596
Total loans and leases
6,646,821
6,505,329
6,388,197
6,303,516
6,227,707
Allowance for loan and lease losses
59,135
58,635
58,041
58,692
59,997
Investment securities available-for-sale
467,339
482,497
489,020
502,793
534,788
Investment securities held-to-maturity
95,163
103,572
113,694
114,776
115,684
Equity securities held-for-trading
4,581
4,698
4,341
4,207
4,169
Goodwill and identified intangible assets
165,270
165,691
166,111
166,513
167,050
Total deposits
5,729,339
5,622,493
5,620,633
5,454,044
5,233,611
(Continued)
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Table of Contents
At and for the Three Months Ended
September 30,
June 30,
March 31,
December 31,
September 30,
2019
2019
2019
2018
2018
(Dollars in Thousands, Except Per Share Data)
Total borrowed funds
986,405
930,764
866,005
920,542
1,082,886
Stockholders' equity
932,311
918,468
900,572
900,140
890,368
EARNINGS DATA
Net interest income
$
63,236
$
63,134
$
62,999
$
63,159
$
62,332
Provision for credit losses
871
3,757
1,353
123
2,717
Non-interest income
7,929
7,478
6,630
6,461
7,069
Non-interest expense
40,191
39,604
38,871
40,282
37,310
Net income
22,596
20,471
22,467
21,138
22,460
_______________________________________________________________________________
(1) Refer to "Non-GAAP Financial Measures and Reconciliations to GAAP".
(2) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.
(3) Efficiency ratio is calculated by dividing non-interest expense by the sum of non-interest income and net interest income.
Executive Overview
Growth
Total assets of
$7.9 billion
as of
September 30, 2019
increased
$485.6 million
, or
8.8%
on an annualized basis, from
December 31, 2018
. The increase was primarily driven by growth in the loan portfolio.
Total loans and leases as of
September 30, 2019
increased
$343.3 million
, or
7.3%
on an annualized basis, to
$6.6 billion
from
December 31, 2018
. The Company's commercial loan portfolios, which are comprised of commercial real estate loans and commercial loans and leases, totaled
$5.4 billion
, or
81.8%
of total loans and leases, as of
September 30, 2019
,
an increase
of
$319.1 million
, or
8.3%
on an annualized basis, from
$5.1 billion
, or
81.2%
of total loans and leases, as of
December 31, 2018
.
Total deposits of
$5.7 billion
as of
September 30, 2019
increased
$275.3 million
, or
6.7%
on an annualized basis, from
December 31, 2018
. Core deposits, which include demand checking, NOW, money market and savings accounts, totaled
$3.7 billion
, or
64.9%
of total deposits as of
September 30, 2019
,
an increase
of
$52.8 million
, or
1.9%
on an annualized basis from
$3.7 billion
, or
67.2%
of total deposits, as of
December 31, 2018
. Certificate of deposit balances totaled
$2.0 billion
, or
35.1%
of total deposits as of
September 30, 2019
,
an increase
of
$222.5 million
, or
16.6%
on an annualized basis from
$1.8 billion
, or
32.7%
of total deposits, as of
December 31, 2018
.
Asset Quality
Nonperforming assets as of
September 30, 2019
totaled
$23.8 million
, or
0.30%
of total assets, compared to
$28.1 million
, or
0.38%
of total assets, as of
December 31, 2018
. Net charge-offs for the three months ended
September 30, 2019
were
$0.4 million
, or
0.02%
of average loans and leases on an annualized basis, compared to
$0.6 million
, or
0.04%
of average loans and leases on an annualized basis, for the three months ended
September 30, 2018
.
The ratio of the allowance for loan and lease losses to total loans and leases was
0.89%
as of
September 30, 2019
, compared to
0.93%
as of
December 31, 2018
. Excluding acquired loans, the allowance for loan and lease losses related to originated loans and leases as a percentage of the total originated loan and lease portfolio was
0.90%
as of
September 30, 2019
, compared to
0.96%
as of
December 31, 2018
. The Company continued to employ its historical underwriting methodology throughout the three month period ended
September 30, 2019
. Refer also to Note 5, "Allowance for Loan and Lease Losses."
Capital Strength
The Company is a "well-capitalized" bank holding company as defined in the FRB's Regulation Y. The Company's common equity Tier 1 Capital Ratio was
11.26%
as of
September 30, 2019
, compared to
11.94%
as of
December 31, 2018
. The Company's Tier 1 Leverage Ratio was
10.24%
as of
September 30, 2019
, compared to
10.58%
as of
December 31, 2018
. As of
September 30, 2019
, the Company's Tier 1 Risk-Based Capital Ratio was
11.41%
, compared to
12.26%
as of
December 31, 2018
. The Company's Total Risk-Based Capital Ratio was
13.39%
as of
September 30, 2019
, compared to
14.42%
as of
December 31, 2018
.
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Table of Contents
The Company's ratio of stockholders' equity to total assets was
11.83%
and
12.18%
as of
September 30, 2019
and
December 31, 2018
, respectively. The Company's tangible equity ratio was
9.94%
and
10.15%
as of
September 30, 2019
and
December 31, 2018
, respectively.
Net Income
For the three months ended
September 30, 2019
, the Company reported net income of
$22.6 million
, or
$0.28
per basic and diluted share,
an increase
of
$0.1 million
, or
2.4%
on an annualized basis, from
$22.5 million
, or
$0.28
per basic and diluted share for the three months ended
September 30, 2018
. This
increase
in net income is primarily the result of
an increase
in net interest income of
$0.9 million
,
a decrease
in the provision for credit losses of
$1.8 million
,
an increase
in non-interest income of
$0.9 million
, and
a decrease
in income attributable to noncontrolling interest of
$0.8 million
, partially offset by
an increase
in non-interest expense of
$2.9 million
and
an increase
in the provision for income taxes of
$1.4 million
. Refer to
“Results of Operations"
below for further discussion.
For the
nine
months ended
September 30, 2019
, the Company reported net income of
$65.5 million
, or
$0.82
per basic and diluted share,
an increase
of
$3.6 million
, or
5.8%
, from
$61.9 million
, or
$0.78
per basic and diluted share for the
nine
months ended
September 30, 2018
. This
increase
in net income is primarily the result of
an increase
in net interest income of
$4.8 million
,
an increase
in non-interest income of
$3.3 million
, and
a decrease
in net income attributed to controlling interest of
$2.4 million
, partially offset by
an increase
in the provision for credit losses of
$1.2 million
,
an increase
in non-interest expense of
$3.7 million
, and
an increase
in the provision for income taxes of
$2.0 million
. Refer to
“Results of Operations"
below for further discussion.
The annualized return on average assets was
1.17%
for the three months ended
September 30, 2019
, compared to
1.23%
for the three months ended
September 30, 2018
. The annualized return on average stockholders' equity was
9.74%
for the three months ended
September 30, 2019
, compared to
10.10%
for the three months ended
September 30, 2018
.
The net interest margin was
3.45%
for the three months ended
September 30, 2019
,
down
from
3.57%
for the three months ended
September 30, 2018
. The decrease in the net interest margin is a result of
an increase
of
32
basis points
in the Company's overall cost of funds to
1.47%
for the three months ended
September 30, 2019
from
1.15%
for the three months ended
September 30, 2018
, partially offset by
an increase
in the yield on interest-earning assets of
18
basis points
to
4.83%
for the three months ended
September 30, 2019
from
4.65%
for the three months ended
September 30, 2018
.
The net interest margin was
3.54%
for the
nine
months ended
September 30, 2019
,
down
from
3.62%
for the
nine
months ended
September 30, 2018
. The decrease in the net interest margin is a result of
an increase
of
46
basis points
in the Company's overall cost of funds to
1.44%
for the
nine
months ended
September 30, 2019
from
0.98%
for the
nine
months ended
September 30, 2018
, partially offset by
an increase
in the yield on interest-earning assets of
34
basis points
to
4.85%
for the
nine
months ended
September 30, 2019
from
4.51%
for the
nine
months ended
September 30, 2018
.
The Company’s net interest margin and net interest income is sensitive to the structure and level of interest rates as well as competitive pricing in all loan categories and the Company’s ability to contain cost of funds.
Critical Accounting Policies
The SEC defines “critical accounting policies” as those involving significant judgments and difficult or complex assumptions by management, often as a result of the need to make estimates about matters that are inherently uncertain or variable, which have, or could have, a material impact on the carrying value of certain assets or net income. The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. As discussed in the Company’s
2018
Annual Report on Form 10-K, management has identified the valuation of available-for-sale securities, accounting for assets and liabilities acquired, the determination of the allowance for loan and lease losses, the review of goodwill and intangibles for impairment, income tax accounting, and valuation of deferred tax assets as the Company’s most critical accounting policies.
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Table of Contents
Non-GAAP Financial Measures and Reconciliation to GAAP
In addition to evaluating the Company’s results of operations in accordance with GAAP, management periodically supplements this evaluation with an analysis of certain non-GAAP financial measures, such as operating earnings metrics, the return on average tangible assets, return on average tangible equity, the tangible equity ratio, tangible book value per share, dividend payout ratio, and the ratio of the allowance for loan and lease losses related to originated loans and leases as a percentage of originated loans and leases. Management believes that these non-GAAP financial measures provide information useful to investors in understanding the Company’s underlying operating performance and trends, and facilitates comparisons with the performance assessment of financial performance, including non-interest expense control, while the tangible equity ratio and tangible book value per share are used to analyze the relative strength of the Company’s capital position.
The following table reconciles the Company’s operating earnings, operating return on average assets and operating return on average stockholders’ equity for the periods indicated:
At and for the Three Months Ended
September 30,
At and for the Nine Months Ended
September 30,
2019
2018
2019
2018
(Dollars in Thousands)
Net income, as reported
$
22,596
$
22,460
$
65,534
$
61,924
Less:
Security (losses) gains (after-tax)
(87
)
—
284
883
Add:
Merger and restructuring-related expenses (after-tax)
(1) (2)
845
17
851
2,478
Operating earnings
$
23,528
$
22,477
$
66,101
$
63,519
Basic earnings per share, as reported
$
0.28
$
0.28
$
0.82
$
0.78
Less:
Security (losses) gains (after-tax)
—
—
—
0.01
Add:
Merger and restructuring-related expenses (after-tax)
(1) (2)
0.02
—
0.01
0.03
Basic operating earnings per share
$
0.30
$
0.28
$
0.83
$
0.80
___________________________________________________________________
(1) 2018 Merger and restructuring expense related to the acquisition of First Commons Bank in the first quarter of 2018.
(2) 2019 Merger and restructuring expense related to the First Ipswich Bank charter consolidation in the third quarter of 2019.
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Table of Contents
The following tables reconcile the Company’s return on average tangible assets and return on average tangible stockholders’ equity for the periods indicated:
Three Months Ended
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
September 30,
2018
(Dollars in Thousands)
Operating earnings
$
23,528
$
20,203
$
22,364
$
22,062
$
22,477
Average total assets
$
7,746,492
$
7,571,396
$
7,434,038
$
7,382,931
$
7,302,413
Less: Average goodwill and average identified intangible assets, net
165,493
165,914
166,327
166,777
167,313
Average tangible assets
$
7,580,999
$
7,405,482
$
7,267,711
$
7,216,154
$
7,135,100
Return on average assets (annualized)
1.17
%
1.08
%
1.21
%
1.15
%
1.23
%
Less:
Security (losses) gains
—
%
0.01
%
0.01
%
(0.03
)%
—
%
Add:
Merger and restructuring-related expenses
0.04
%
—
%
—
%
0.02
%
—
%
Operating return on average assets (annualized)
1.21
%
1.07
%
1.20
%
1.20
%
1.23
%
Return on average tangible assets (annualized)
1.19
%
1.11
%
1.24
%
1.17
%
1.26
%
Less:
Security (losses) gains
—
%
0.02
%
0.01
%
(0.03
)%
—
%
Add:
Merger and restructuring-related expenses
0.05
%
—
%
—
%
0.02
%
—
%
Operating return on average tangible assets (annualized)
1.24
%
1.09
%
1.23
%
1.22
%
1.26
%
Average total stockholders' equity
$
928,063
$
911,824
$
886,639
$
899,244
$
889,259
Less: Average goodwill and average identified intangible assets, net
165,493
165,914
166,327
166,777
167,313
Average tangible stockholders' equity
$
762,570
$
745,910
$
720,312
$
732,467
$
721,946
Return on average stockholders' equity (annualized)
9.74
%
8.98
%
10.14
%
9.40
%
10.10
%
Less:
Security (losses) gains
(0.04
)%
0.12
%
0.05
%
(0.23
)%
—
%
Add:
Merger and restructuring-related expenses
0.36
%
—
%
—
%
0.18
%
0.01
%
Operating return on average stockholders' equity (annualized)
10.14
%
8.86
%
10.09
%
9.81
%
10.11
%
(Continued)
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Table of Contents
Three Months Ended
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
September 30,
2018
(Dollars in Thousands)
Return on average tangible stockholders' equity (annualized)
11.85
%
10.98
%
12.48
%
11.54
%
12.44
%
Less:
Security (losses) gains
(0.05
)%
0.15
%
0.06
%
(0.29
)%
—
%
Add:
Merger and restructuring-related expenses
0.44
%
—
%
—
%
0.22
%
0.01
%
Operating return on average tangible stockholders' equity (annualized)
12.34
%
10.83
%
12.42
%
12.05
%
12.45
%
Three Months Ended
September 30,
2019
June 30,
2019
March 31, 2019
December 31,
2018
September 30,
2018
(Dollars in Thousands)
Net income, as reported
$
22,596
$
20,471
$
22,467
$
21,138
$
22,460
Average total assets
$
7,746,492
$
7,571,396
$
7,434,038
$
7,382,931
$
7,302,413
Less: Average goodwill and average identified intangible assets, net
165,493
165,914
166,327
166,777
167,313
Average tangible assets
$
7,580,999
$
7,405,482
$
7,267,711
$
7,216,154
$
7,135,100
Return on average tangible assets (annualized)
1.19
%
1.11
%
1.24
%
1.17
%
1.26
%
Average total stockholders' equity
$
928,063
$
911,824
$
886,639
$
899,244
$
889,259
Less: Average goodwill and average identified intangible assets, net
165,493
165,914
166,327
166,777
167,313
Average tangible stockholders' equity
$
762,570
$
745,910
$
720,312
$
732,467
$
721,946
Return on average tangible stockholders' equity (annualized)
11.85
%
10.98
%
12.48
%
11.54
%
12.44
%
The following table reconciles the Company's tangible equity ratio for the periods indicated:
Three Months Ended
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
September 30,
2018
(Dollars in Thousands)
Total stockholders' equity
$
932,311
$
918,468
$
900,572
$
900,140
$
890,368
Less: Goodwill and identified intangible assets, net
165,270
165,691
166,111
166,513
167,050
Tangible stockholders' equity
$
767,041
$
752,777
$
734,461
$
733,627
$
723,318
Total assets
$
7,878,436
$
7,636,980
$
7,519,130
$
7,392,805
$
7,320,596
Less: Goodwill and identified intangible assets, net
165,270
165,691
166,111
166,513
167,050
Tangible assets
$
7,713,166
$
7,471,289
$
7,353,019
$
7,226,292
$
7,153,546
Tangible equity ratio
9.94
%
10.08
%
9.99
%
10.15
%
10.11
%
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Table of Contents
The following table reconciles the Company's tangible book value per share for the periods indicated:
Three Months Ended
September 30,
2019
June 30,
2019
March 31, 2019
December 31,
2018
September 30,
2018
(Dollars in Thousands)
Tangible stockholders' equity
$
767,041
$
752,777
$
734,461
$
733,627
$
723,318
Common shares issued
85,177,172
85,177,172
85,177,172
85,177,172
85,177,172
Less:
Treasury shares
5,003,127
5,025,764
5,020,025
5,020,025
4,291,317
Unallocated ESOP
92,337
98,208
104,079
109,950
118,050
Unvested restricted stock
407,784
377,122
390,636
393,636
398,094
Common shares outstanding
79,673,924
79,676,078
79,662,432
79,653,561
80,369,711
Tangible book value per share
$
9.63
$
9.45
$
9.22
$
9.21
$
9.00
The following table reconciles the Company's dividend payout ratio for the periods indicated:
Three Months Ended
September 30,
2019
June 30,
2019
March 31, 2019
December 31,
2018
September 30,
2018
(Dollars in Thousands)
Dividends paid
$
8,786
$
8,775
$
8,375
$
8,451
$
8,043
Net income, as reported
$
22,596
$
20,471
$
22,467
$
21,138
$
22,460
Dividend payout ratio
38.88
%
42.87
%
37.28
%
39.98
%
35.81
%
The following table reconciles the Company’s allowance for loan and lease losses related to originated loans and leases as a percentage of total originated loans and leases for the periods indicated:
Three Months Ended
September 30,
2019
June 30,
2019
March 31, 2019
December 31,
2018
September 30,
2018
Allowance for loan and lease losses
$
59,135
$
58,635
$
58,041
$
58,692
$
59,997
Less: Allowance for acquired loan and lease losses
1,955
1,857
1,795
1,814
1,817
Allowance for originated loan and lease losses
$
57,180
$
56,778
$
56,246
$
56,878
$
58,180
Total loans and leases
$
6,646,821
$
6,505,329
$
6,388,197
$
6,303,516
$
6,227,707
Less: Total acquired loans and leases
310,745
337,420
370,177
394,407
426,865
Total originated loan and leases
$
6,336,076
$
6,167,909
$
6,018,020
$
5,909,109
$
5,800,842
Allowance for loan and lease losses related to originated loans and leases as a percentage of originated loan and leases
0.90
%
0.92
%
0.93
%
0.96
%
1.00
%
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Table of Contents
Financial Condition
Loans and Leases
The following table summarizes the Company's portfolio of loans and leases receivables as of the dates indicated:
At September 30, 2019
At December 31, 2018
Balance
Percent
of Total
Balance
Percent
of Total
(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate
$
2,441,091
36.7
%
$
2,330,725
37.0
%
Multi-family mortgage
919,234
13.9
%
847,711
13.4
%
Construction
229,126
3.5
%
173,300
2.7
%
Total commercial real estate loans
3,589,451
54.1
%
3,351,736
53.1
%
Commercial loans and leases:
Commercial
766,883
11.5
%
736,418
11.7
%
Equipment financing
1,029,280
15.5
%
982,089
15.6
%
Condominium association
54,225
0.8
%
50,451
0.8
%
Total commercial loans and leases
1,850,388
27.8
%
1,768,958
28.1
%
Consumer loans:
Residential mortgage
792,733
11.9
%
782,968
12.4
%
Home equity
375,257
5.6
%
376,484
6.0
%
Other consumer
38,992
0.6
%
23,370
0.4
%
Total consumer loans
1,206,982
18.1
%
1,182,822
18.8
%
Total loans and leases
6,646,821
100.0
%
6,303,516
100.0
%
Allowance for loan and lease losses
(59,135
)
(58,692
)
Net loans and leases
$
6,587,686
$
6,244,824
The following table sets forth the growth in the Company’s loan and lease portfolios during the
nine months ended
September 30, 2019
:
At September 30,
2019
At December 31,
2018
Dollar Change
Percent Change
(Annualized)
(Dollars in Thousands)
Commercial real estate
$
3,589,451
$
3,351,736
$
237,715
9.5
%
Commercial
1,850,388
1,768,958
81,430
6.1
%
Consumer
1,206,982
1,182,822
24,160
2.7
%
Total loans and leases
$
6,646,821
$
6,303,516
$
343,305
7.3
%
The Company's loan portfolio consists primarily of first mortgage loans secured by commercial, multi-family and residential real estate properties located in the Company's primary lending area, loans to business entities, including commercial lines of credit, loans to condominium associations and loans and leases used to finance equipment used by small businesses. The Company also provides financing for construction and development projects, home equity and other consumer loans.
The Company employs seasoned commercial lenders and retail bankers who rely on community and business contacts as well as referrals from customers, attorneys and other professionals to generate loans and deposits. Existing borrowers are also an important source of business since many of them have more than one loan outstanding with the Company. The Company's ability to originate loans depends on the strength of the economy, trends in interest rates, and levels of customer demand and market competition.
The Company's current policy is that a total credit exposure to one obligor relationship may not exceed
$50.0 million
unless approved by the Credit Committee. As of
September 30, 2019
, there were
2
borrowers with loans and commitments over
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Table of Contents
$50.0 million
. The total of those loans and commitments was
$105.9 million
or
1.33%
of total loans and commitments, as of
September 30, 2019
. As of
December 31, 2018
, there were
2
borrowers with loans and commitments over
$50.0 million
. The total of those loans and commitments was
$106.4 million
or
1.41%
of total loans and commitments, as of
December 31, 2018
.
The Company has written underwriting policies to control the inherent risks in loan origination. The policies address approval limits, loan-to-value ratios, appraisal requirements, debt service coverage ratios, loan concentration limits and other matters relevant to loan underwriting.
Commercial Real Estate Loans
The commercial real estate portfolio is comprised of commercial real estate loans, multi-family mortgage loans, and construction loans and is the largest component of the Company's overall loan portfolio, representing
54.1%
of total loans and leases outstanding as of
September 30, 2019
.
Typically, commercial real estate loans are larger in size and involve a greater degree of risk than owner-occupied residential mortgage loans. Loan repayment is usually dependent on the successful operation and management of the properties and the value of the properties securing the loans. Economic conditions can greatly affect cash flows and property values.
A number of factors are considered in originating commercial real estate and multi-family mortgage loans. The qualifications and financial condition of the borrower (including credit history), as well as the potential income generation and the value and condition of the underlying property, are evaluated. When evaluating the qualifications of the borrower, the Company considers the financial resources of the borrower, the borrower's experience in owning or managing similar property and the borrower's payment history with the Company and other financial institutions. Factors considered in evaluating the underlying property include the net operating income of the mortgaged premises before debt service and depreciation, the debt service coverage ratio (the ratio of cash flow before debt service to debt service), the use of conservative capitalization rates, and the ratio of the loan amount to the appraised value. Generally, personal guarantees are obtained from commercial real estate loan borrowers.
Commercial real estate and multi-family mortgage loans are typically originated for terms of five to fifteen years with amortization periods of 20 to 30 years. Many of the loans are priced at inception on a fixed-rate basis generally for periods ranging from two to five years with repricing periods for longer-term loans. When possible, prepayment penalties are included in loan covenants on these loans. For commercial customers who are interested in loans with terms longer than five years, the Company offers loan level derivatives to accommodate customer need.
The Company's urban and suburban market area is characterized by a large number of apartment buildings, condominiums and office buildings. As a result, commercial real estate and multi-family mortgage lending has been a significant part of the Company's activities for many years. These types of loans typically generate higher yields, but also involve greater credit risk. Many of the Company's borrowers have more than one multi-family or commercial real estate loan outstanding with the Company.
The Company's commercial real estate portfolio is composed primarily of loans secured by apartment buildings (
$861.5 million
), office buildings (
$739.7 million
), retail stores (
$603.3 million
), industrial properties (
$374.9 million
), mixed-use properties (
$299.0 million
), lodging services (
$150.1 million
) and food services (
$58.6 million
) as of
September 30, 2019
. At that date, approximately
97.1%
of the commercial real estate loans outstanding were secured by properties located in New England.
Construction and development financing is generally considered to involve a higher degree of risk than long-term financing on improved, occupied real estate and thus has lower concentration limits than do other commercial credit classes. Risk of loss on a construction loan is largely dependent upon the accuracy of the initial estimate of construction costs, the estimated time to sell or rent the completed property at an adequate price or rate of occupancy, and market conditions. If the estimates and projections prove to be inaccurate, the Company may be confronted with a project which, upon completion, has a value that is insufficient to assure full loan repayment.
Criteria applied in underwriting construction loans for which the primary source of repayment is the sale of the property are different from the criteria applied in underwriting construction loans for which the primary source of repayment is the stabilized cash flow from the completed project. For those loans where the primary source of repayment is from resale of the property, in addition to the normal credit analysis performed for other loans, the Company also analyzes project costs, the attractiveness of the property in relation to the market in which it is located and demand within the market area. For those construction loans where the source of repayment is the stabilized cash flow from the completed project, the Company analyzes not only project costs but also how long it might take to achieve satisfactory occupancy and the reasonableness of projected rental rates in relation to market rental rates.
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Table of Contents
Commercial Loans
The Company's commercial loan and lease portfolio is comprised of commercial loans, equipment financing loans and leases and condominium association loans and represented
27.8%
of total loans outstanding as of
September 30, 2019
.
The Company's commercial loan and lease portfolio is composed primarily of loans to small to medium sized businesses (
$626.6 million
), transportation services (
$403.7 million
), food services (
$154.5 million
), recreation services (
$153.9 million
), manufacturing (
$103.6 million
), retail (
$66.0 million
), and rental and leasing services (
$99.1 million
) as of
September 30, 2019
.
The Company provides commercial banking services to companies in its market area. Approximately
47.0%
of the commercial loans outstanding as of
September 30, 2019
were made to borrowers located in New England. The remaining
53.0%
of the commercial loans outstanding were made to borrowers in other areas in the United States of America, primarily by the Company's equipment financing divisions. Product offerings include lines of credit, term loans, letters of credit, deposit services and cash management. These types of credit facilities have as their primary source of repayment cash flows from the operations of a business. Interest rates offered are available on a floating basis tied to the prime rate or a similar index or on a fixed-rate basis referenced on the Federal Home Loan Bank of Boston ("FHLBB") index.
Credit extensions are made to established businesses on the basis of loan purpose and assessment of capacity to repay as determined by an analysis of their financial statements, the nature of collateral to secure the credit extension and, in most instances, the personal guarantee of the owner of the business as well as industry and general economic conditions. The Company also participates in U.S. Government programs such as the Small Business Administration (the "SBA") in both the 7A program and as an SBA preferred lender.
The Company’s equipment financing divisions focus on market niches in which its lenders have deep experience and industry contacts, and on making loans to customers with business experience. An important part of the Company’s equipment financing loan origination volume comes from equipment manufacturers and existing customers as they expand their operations. The equipment financing portfolio is composed primarily of loans to finance laundry, tow trucks, fitness, dry cleaning and convenience store equipment. Approximately
15.6%
of the commercial loans outstanding were made to borrowers located primarily in the greater New York and New Jersey metropolitan area. Typically, the loans are priced at a fixed rate of interest and require monthly payments over their 3- to 7-year life. The yields earned on equipment financing loans are higher than those earned on the commercial loans made by the Banks because they involve a higher degree of credit risk. Equipment financing customers are typically small-business owners who operate with limited financial resources and who face greater risks when the economy weakens or unforeseen adverse events arise. Because of these characteristics, personal guarantees of borrowers are usually obtained along with liens on available assets. The size of loan is determined by an analysis of cash flow and other characteristics pertaining to the business and the equipment to be financed, based on detailed revenue and profitability data of similar operations.
Loans to condominium associations are for the purpose of funding capital improvements, are made for five- to ten-year terms and are secured by a general assignment of condominium association revenues. Among the factors considered in the underwriting of such loans are the level of owner occupancy, the financial condition and history of the condominium association, the attractiveness of the property in relation to the market in which it is located and the reasonableness of estimates of the cost of capital improvements to be made. Depending on loan size, funds are advanced as capital improvements are made and, in more complex situations, after completion of engineering inspections.
Consumer Loans
The consumer loan portfolio, which is comprised of residential mortgage loans, home equity loans and lines of credit, and other consumer loans, represented
18.1%
of total loans outstanding as of
September 30, 2019
. The Company focuses its mortgage and home equity lending on existing and new customers within its branch networks in its urban and suburban marketplaces in the greater Boston and Providence metropolitan areas.
The Company originates adjustable- and fixed-rate residential mortgage loans secured by one- to four-family residences. Each residential mortgage loan granted is subject to a satisfactorily completed application, employment verification, credit history and a demonstrated ability to repay the debt. Generally, loans are not made when the loan-to-value ratio exceeds
80%
unless private mortgage insurance is obtained and/or there is a financially strong guarantor. Appraisals are performed by outside independent fee appraisers.
Underwriting guidelines for home equity loans and lines of credit are similar to those for residential mortgage loans. Home equity loans and lines of credit are limited to no more than
80%
of the appraised value of the property securing the loan including the amount of any existing first mortgage liens.
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Table of Contents
Other consumer loans have historically been a modest part of the Company's loan originations. As of
September 30, 2019
, other consumer loans equaled
$39.0 million
, or
0.6%
of total loans outstanding.
Asset Quality
Criticized and Classified Assets
The Company's management rates certain loans and leases as "other assets especially mentioned" ("OAEM"), "substandard" or "doubtful" based on criteria established under banking regulations.These loans and leases are collectively referred to as "criticized" assets. Loans and leases rated OAEM have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects of the loan or lease at some future date. Loans and leases rated as substandard are inadequately protected by the payment capacity of the obligor or of the collateral pledged, if any. Substandard loans and leases have a well-defined weakness or weaknesses that jeopardize the liquidation of debt and are characterized by the distinct possibility that the Company will sustain some loss if existing deficiencies are not corrected. Loans and leases rated as doubtful have well-defined weaknesses that jeopardize the orderly liquidation of debt and partial loss of principal is likely. As of
September 30, 2019
, the Company had
$55.6 million
of total assets, including acquired assets, that were designated as criticized. This compares to
$58.6 million
of assets designated as criticized as of
December 31, 2018
. The
decrease
of
$3.0 million
in criticized assets was primarily due to the pay-off of the criticized commercial relationships, partially offset by the new criticized commercial real estate and commercial relationships during the first
nine
months of
2019
.
Nonperforming Assets
"Nonperforming assets" consist of nonaccrual loans and leases, other real estate owned ("OREO") and other repossessed assets. Under certain circumstances, the Company may restructure the terms of a loan or lease as a concession to a borrower, except for acquired loans and leases which are individually evaluated against expected performance on the date of acquisition. These restructured loans and leases are generally considered "nonperforming loans and leases" until a history of collection of at least six months on the restructured terms of the loan or lease has been established. OREO consists of real estate acquired through foreclosure proceedings and real estate acquired through acceptance of a deed in lieu of foreclosure. Other repossessed assets consist of assets that have been acquired through foreclosure that are not real estate and are included in other assets on the Company's unaudited consolidated balance sheets.
Accrual of interest on loans generally is discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least six months of performance has been achieved.
In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructured loan. In determining whether a debtor is experiencing financial difficulties, the Company considers, among other factors, if the debtor is in payment default or is likely to be in payment default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the debtor will continue as a going concern, the debtor's entity-specific projected cash flows will not be sufficient to service its debt, or the debtor cannot obtain funds from sources other than the existing creditors at market terms for debt with similar risk characteristics.
Nonperforming assets are composed of nonaccrual loans and leases, OREO and other repossessed assets. As of
September 30, 2019
, the Company had nonperforming assets of
$23.8 million
, representing
0.30%
of total assets, compared to nonperforming assets of
$28.1 million
, or
0.38%
of total assets as of
December 31, 2018
. The
decrease
in nonperforming assets was primarily driven by the payoff of commercial loans previously on nonaccrual status, the charge-offs of taxi medallion loans, and the sale of OREO properties, partially offset by the increase in other repossessed assets during first
nine
months of
2019
.
The Company evaluates the underlying collateral of each nonaccrual loan and lease and continues to pursue the collection of interest and principal. Management believes that the current level of nonperforming assets remains manageable relative to the size of the Company's loan and lease portfolio. If economic conditions were to worsen or if the marketplace were to experience prolonged economic stress, it is likely that the level of nonperforming assets would increase, as would the level of charged-off loans.
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Table of Contents
Past Due and Accruing
Accrual of interest on loans generally is discontinued when contractual payment of principal or interest becomes past due
90 days
or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. Exceptions may be made if the loan has matured and is in the process of renewal or is well-secured and in the process of collection. In addition, loans categorized as ASC 310-30 accrue regardless of past due status. When a loan is placed on nonaccrual status, interest accruals cease and uncollected accrued interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least 6 consecutive months of performance has been achieved.
As of
September 30, 2019
, the Company had loans and leases greater than
90 days
past due and accruing of
$11.9 million
, or
0.18%
of total loans and leases, compared to
$13.5 million
, or
0.21%
of total loans and leases, as of
December 31, 2018
, representing a
decrease
of
$1.6 million
. The
decrease
in past due and accruing loans was primarily due to one commercial loan which became current, partially offset by previously current relationships which became 90 days past due and accruing during the first
nine
months of
2019
.
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Table of Contents
The following table sets forth information regarding nonperforming assets for the periods indicated:
At September 30, 2019
At December 31, 2018
(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate
$
2,910
$
3,928
Multi-family mortgage
87
330
Construction
—
396
Total commercial real estate loans
2,997
4,654
Commercial
3,139
6,621
Equipment financing
12,817
9,500
Condominium association
163
265
Total commercial loans and leases
16,119
16,386
Residential mortgage
1,605
2,132
Home equity
904
908
Other consumer
3
17
Total consumer loans
2,512
3,057
Total nonaccrual loans and leases
21,628
24,097
Other real estate owned
201
3,054
Other repossessed assets
1,931
965
Total nonperforming assets
$
23,760
$
28,116
Loans and leases past due greater than 90 days and accruing
$
11,885
$
13,482
Total delinquent loans and leases 61-90 days past due
4,842
3,308
Restructured loans and leases not included in nonperforming assets
22,233
12,257
Total nonperforming loans and leases as a percentage of total loans and leases
0.33
%
0.38
%
Total nonperforming assets as a percentage of total assets
0.30
%
0.38
%
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases
0.07
%
0.05
%
Troubled Debt Restructured Loans and Leases
Total troubled debt restructured loans
increased
by
$7.1 million
to
$28.0 million
at
September 30, 2019
from
$20.9 million
at
December 31, 2018
.The increase resulted from commercial, equipment financing and construction relationships being newly classified as troubled debt restructurings and was partially offset by the payoff of a commercial relationship during the first
nine
months of
2019
as a part of the relationship strategy and which management believes that all troubled debt restructurings are either well collateralized, have adequate cash flow, or both, resulting in minimal impact to the allowance for loan and lease losses.
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Table of Contents
As of
September 30, 2019
, total restructured loans included
$10.9 million
of commercial loans,
$7.0 million
of equipment financing loans and leases,
$4.9 million
of construction loans,
$2.1 million
of residential mortgage loans,
$1.6 million
of home equity loans,
$1.4 million
of commercial real estate loans, and
$0.1 million
of multi-family mortgage loans. As of
December 31, 2018
, total restructured loans included
$9.4 million
of commercial loans,
$5.9 million
of equipment financing loans and leases,
$2.0 million
of commercial real estate loans,
$0.3 million
of multi-family mortgage loans,
$1.7 million
of home equity loans, and
$1.6 million
of residential mortgage loans. A restructured loan is a loan for which the maturity date was extended, the principal was reduced, and/or the interest rate was modified to drop the required monthly payment to a more manageable amount for the borrower.
The following table sets forth information regarding troubled debt restructured loans and leases at the dates indicated:
At September 30, 2019
At December 31, 2018
(Dollars in Thousands)
Troubled debt restructurings:
On accrual
$
22,233
$
12,257
On nonaccrual
5,763
8,684
Total troubled debt restructurings
$
27,996
$
20,941
Changes in troubled debt restructured loans and leases were as follows for the periods indicated:
Three Months Ended September 30,
Nine Months Ended September 30,
2019
2018
2019
2018
(Dollars in Thousands)
Balance at beginning of period
$
36,192
$
22,302
$
20,941
$
26,011
Additions
7,692
346
15,928
5,275
Net charge-offs
(144
)
(35
)
(1,867
)
(723
)
Repayments
(15,744
)
(1,177
)
(7,006
)
(9,127
)
Balance at end of period
$
27,996
$
21,436
$
27,996
$
21,436
Allowances for Credit Losses
The allowance for loan and lease losses consists of general and specific allowances and reflects management's estimate of probable loan and lease losses inherent in the loan portfolio at the balance sheet date. Management uses a consistent and systematic process and methodology to evaluate the adequacy of the allowance for loan and lease losses on a quarterly basis. The allowance is calculated by loan type: commercial real estate loans, commercial loans and leases, and consumer loans, each category of which is further segregated. A formula-based credit evaluation approach is applied to each group that is evaluated collectively, primarily by loss factors, which includes estimates of incurred losses over an estimated Loss Emergence Period ("LEP"), assigned to each risk rating by type, coupled with an analysis of certain loans individually evaluated for impairment. Management continuously evaluates and challenges inputs and assumptions in the allowance for loan and lease losses.
The process to determine the allowance for loan and lease losses requires management to exercise considerable judgment regarding the risk characteristics of the loan portfolios and the effect of relevant internal and external factors. While management evaluates currently available information in establishing the allowance for loan and lease losses, future adjustments to the allowance for loan and lease losses may be necessary if conditions differ substantially from the assumptions used in making the evaluations. Management performs a comprehensive review of the allowance for loan and lease losses on a quarterly basis. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution's allowance for loan and lease losses and carrying amounts of other real estate owned. Such agencies may require the financial institution to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.
The Company’s general allowance methodology provides a quantification of probable losses in the portfolio. Under the current methodology, Management combines the historical loss information of the Banks to generate a single set of ratios. Management believes it is appropriate to aggregate the ratios as the Banks share common environmental factors, operate in similar markets, and utilize common underwriting standards in accordance with the Company's Credit Policy.
Management employs a similar analysis for the consolidation of the qualitative factors as it does for the quantitative factors. Again, Management believes the combination of the existing nine qualitative factors used at each of the Banks into a
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single group of factors for use across the Company is appropriate based on the commonality of environmental factors, markets, and underwriting standards among the Banks.
As of
September 30, 2019
, the Company had a portfolio of approximately
$10.4 million
in loans secured by taxi medallions issued by the cities of Boston and Cambridge, Massachusetts. As of
December 31, 2018
, this portfolio was approximately
$13.7 million
. For collateral valuation purposes, taxi medallions are currently estimated at
$35 thousand
for Boston and
$10 thousand
for Cambridge. The Company has no taxi medallion exposure outside Massachusetts.
The following tables present the changes in the allowance for loan and lease losses by portfolio category for the
three and nine months ended
September 30, 2019
and
2018
.
At and for the Three Months Ended September 30, 2019
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at June 30, 2019
$
28,668
$
24,333
$
5,634
$
58,635
Charge-offs
—
(1,175
)
(15
)
(1,190
)
Recoveries
—
772
52
824
Provision for loan and lease losses
361
463
42
866
Balance at September 30, 2019
$
29,029
$
24,393
$
5,713
$
59,135
Total loans and leases
$
3,589,451
$
1,850,388
$
1,206,982
$
6,646,821
Total allowance for loan and lease losses as a percentage of total loans and leases
0.81
%
1.32
%
0.47
%
0.89
%
At and for the Three Months Ended September 30, 2018
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at June 30, 2018
$
27,045
$
26,120
$
4,816
$
57,981
Charge-offs
—
(1,198
)
(29
)
(1,227
)
Recoveries
—
619
44
663
Provision for loan and lease losses
319
2,217
44
2,580
Balance at September 30, 2018
$
27,364
$
27,758
$
4,875
$
59,997
Total loans and leases
$
3,281,045
$
1,777,984
$
1,168,678
$
6,227,707
Total allowance for loan and lease losses as a percentage of total loans and leases
0.83
%
1.56
%
0.42
%
0.96
%
At and for the Nine Months Ended September 30, 2019
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at December 31, 2018
$
28,187
$
25,283
$
5,222
$
58,692
Charge-offs
—
(7,088
)
(56
)
(7,144
)
Recoveries
—
1,454
141
1,595
Provision for loan and lease losses
842
4,744
406
5,992
Balance at September 30, 2019
$
29,029
$
24,393
$
5,713
$
59,135
Total loans and leases
$
3,589,451
$
1,850,388
$
1,206,982
$
6,646,821
Total allowance for loan and lease losses as a percentage of total loans and leases
0.81
%
1.32
%
0.47
%
0.89
%
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At and for the Nine Months Ended September 30, 2018
Commercial
Real Estate
Commercial
Consumer
Total
(In Thousands)
Balance at December 31, 2017
$
27,112
$
26,333
$
5,147
$
58,592
Charge-offs
(103
)
(5,387
)
(134
)
(5,624
)
Recoveries
—
1,972
253
2,225
Provision (credit) for loan and lease losses
355
4,840
(391
)
4,804
Balance at September 30, 2018
$
27,364
$
27,758
$
4,875
$
59,997
Total loans and leases
$
3,281,045
$
1,777,984
$
1,168,678
$
6,227,707
Total allowance for loan and lease losses as a percentage of total loans and leases
0.83
%
1.56
%
0.42
%
0.96
%
The allowance for loan and lease losses was
$59.1 million
as of
September 30, 2019
, or
0.89%
of total loans and leases outstanding. This compared to an allowance for loan and lease losses of
$58.7 million
, or
0.93%
of total loans and leases outstanding, as of
December 31, 2018
. The
decrease
in the allowance for loan and lease losses as a percentage of loans and leases is largely a result of changes in historical loss factors and the decrease in specific reserves due to charge-offs in taxi medallion loans, partially offset by the reserves for loan growth of
$343.3 million
during the first
nine
months of
2019
or
7.3%
on an annualized basis.
Management believes that the allowance for loan and lease losses as of
September 30, 2019
is appropriate based on the facts and circumstances discussed further below.
Commercial Real Estate Loans
The allowance for commercial real estate loan losses was
$29.0 million
, or
0.81%
of total commercial real estate loans outstanding, as of
September 30, 2019
. This compared to an allowance for commercial real estate loan losses of
$28.2 million
, or
0.84%
of total commercial real estate loans outstanding, as of
December 31, 2018
. There were
$8 thousand
in specific reserves on commercial real estate loans as of
September 30, 2019
as compared to
$5 thousand
as of
December 31, 2018
. The
$0.8 million
increase
in the allowance for commercial real estate loans and leases during the first
nine
months of
2019
was primarily driven by originated loan growth of
$286.6 million
, or
12.1%
, from
December 31, 2018
, partially offset by changes in historical loss factors applied to commercial real estate loans.
The ratio of total criticized and classified commercial real estate loans to total commercial real estate loans
decreased
to
0.62%
as of
September 30, 2019
from
0.64%
as of
December 31, 2018
. The ratio of originated commercial real estate loans on nonaccrual to total originated commercial real estate loans
decreased
to
0.08%
as of
September 30, 2019
from
0.14%
as of
December 31, 2018
.
There were
no
charge-offs or recoveries in the commercial real estate loan portfolio for the three months ended
September 30, 2019
and
September 30, 2018
. As a percentage of average commercial real estate loan portfolio, annualized net
charge-offs
for the three months ended
September 30, 2019
and
September 30, 2018
were minimal.
There were no net
charge-offs
in the commercial real estate loan portfolio for the
nine months ended
September 30, 2019
compared to net
charge-offs
of
$103 thousand
for the
nine months ended
September 30, 2018
. As a percentage of average commercial real estate loan portfolio, annualized net
charge-offs
for the
nine months ended
and
September 30, 2018
were minimal.
Commercial Loans and Leases
The allowance for commercial loan and lease losses was
$24.4 million
, or
1.32%
of total commercial loans and leases outstanding, as of
September 30, 2019
, compared to
$25.3 million
, or
1.43%
of total commercial loans and leases outstanding, as of
December 31, 2018
. Specific reserves on commercial loans and leases
decreased
from
$3.0 million
as of
December 31, 2018
to
$1.6 million
as of
September 30, 2019
, primarily driven by the charge-offs in taxi medallion loans against previously established specific reserves. The
$0.9 million
decrease
in the allowance for commercial loans and leases during the first
nine
months of
2019
was primarily driven by changes in historical loss factors and the decrease in specific reserves, partially offset by originated loan growth of
$87.0 million
, or
6.7%
, from
December 31, 2018
.
The ratio of total criticized and classified commercial loans and leases to total commercial loans and leases was
1.81%
as of
September 30, 2019
, compared to
2.10%
as of
December 31, 2018
. The ratio of originated commercial loans and leases on
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nonaccrual to total originated commercial loans and leases
decreased
to
0.87%
as of
September 30, 2019
from
0.93%
as of
December 31, 2018
.
Net
charge-offs
in the commercial loan and lease portfolio for the three months ended
September 30, 2019
and
September 30, 2018
were
$0.4 million
and
$0.6 million
, respectively. As a percentage of average commercial loans and leases, annualized net
charge-offs
for the three months ended
September 30, 2019
and
September 30, 2018
were
0.09%
and
0.13%
, respectively.
Net
charge-offs
in the commercial loan and lease portfolio for the
nine months ended
September 30, 2019
and
September 30, 2018
were
$5.6 million
and
$3.4 million
, respectively. The increase in net
charge-offs
in commercial loan and lease portfolio was driven by charge-offs on the equipment financing loans. As a percentage of average commercial loans and leases, annualized net
charge-offs
for the
nine months ended
September 30, 2019
and
September 30, 2018
were
0.41%
and
0.27%
, respectively.
Consumer Loans
The allowance for consumer loan losses, including residential loans and home equity loans and lines of credit, was
$5.7 million
, or
0.47%
of total consumer loans outstanding, as of
September 30, 2019
, compared to
$5.2 million
, or
0.44%
of consumer loans outstanding, as of
December 31, 2018
. Specific reserves on consumer loans were
$112 thousand
and
$115 thousand
as of
September 30, 2019
and
December 31, 2018
, respectively. The
$0.5 million
increase
in the allowance for consumer loans and leases during the first
nine
months of
2019
was primarily driven by originated loan growth of
$53.3 million
, or
10.6%
, from
December 31, 2018
.
The ratio of originated consumer loans on nonaccrual to total originated consumer loans decreased to
0.18%
as of
September 30, 2019
from
0.20%
as of
December 31, 2018
. The risk of loss on a home equity loan is higher since the property securing the loan has often been previously pledged as collateral for a first mortgage loan. The Company gathers and analyzes delinquency data, to the extent that data are available on these first liens, for purposes of assessing the collectability of the second liens held by the Company even if these home equity loans are not delinquent. This data are further analyzed for performance differences between amortizing and non-amortizing home equity loans, the percentage borrowed to total loan commitment and by the amount of payments made by the borrowers. The loss exposure is not considered to be high due to the combination of current property values, the historically low loan-to-value ratios, the low level of losses experienced in the past few years and the low level of loan delinquencies as of
September 30, 2019
. If the local economy weakens, however, a rise in losses in those loan classes could occur. Historically, losses in these classes have been low.
Net
recoveries
in the consumer loan portfolio totaled
$37 thousand
for the three months ended
September 30, 2019
compared to net
recoveries
of
$15 thousand
for the three months ended
September 30, 2018
. Provisions for consumer loans recorded in these periods more than adequately covered charge-offs during those periods.
Net
recoveries
in the consumer loan portfolio totaled
$85 thousand
for the
nine months ended
September 30, 2019
compared to net
recoveries
of
$119 thousand
for the
nine months ended
September 30, 2018
. Provisions (credit) for consumer loans recorded in these periods more than adequately covered charge-offs during those periods.
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The following table sets forth the Company's percent of allowance for loan and lease losses to the total allowance for loan and lease losses and the percent of loans to total loans for each of the categories listed at the dates indicated.
At September 30, 2019
At December 31, 2018
Amount
Percent of
Allowance in Each Category
to Total
Allowance
Percent of
Loans
in Each
Category to
Total
Loans
Amount
Percent of
Allowance in Each Category
to Total Allowance
Percent of
Loans
in Each
Category to
Total
Loans
(Dollars in Thousands)
Commercial real estate
$
20,612
34.9
%
36.7
%
$
20,779
35.4
%
37.0
%
Multi-family mortgage
6,307
10.7
%
13.9
%
5,915
10.1
%
13.4
%
Construction
2,110
3.6
%
3.5
%
1,494
2.5
%
2.7
%
Total commercial real estate loans
29,029
49.2
%
54.1
%
28,188
48.0
%
53.1
%
Commercial
12,264
20.7
%
11.5
%
14,047
23.9
%
11.7
%
Equipment financing
11,765
19.9
%
15.5
%
10,888
18.6
%
15.6
%
Condominium association
364
0.6
%
0.8
%
347
0.6
%
0.8
%
Total commercial loans and leases
24,393
41.2
%
27.8
%
25,282
43.1
%
28.1
%
Residential mortgage
3,505
5.9
%
11.9
%
3,076
5.2
%
12.4
%
Home equity
2,088
3.5
%
5.6
%
2,047
3.5
%
6.0
%
Other consumer
120
0.2
%
0.6
%
99
0.2
%
0.4
%
Total consumer loans
5,713
9.6
%
18.1
%
5,222
8.9
%
18.8
%
Total
$
59,135
100.0
%
100.0
%
$
58,692
100.0
%
100.0
%
Investment Securities
The investment portfolio exists primarily for liquidity purposes, and secondarily as a source of interest and dividend income, interest-rate risk management and tax planning as a counterbalance to loan and deposit flows. Investment securities are utilized as part of the Company's asset/liability management and may be sold in response to, or in anticipation of, factors such as changes in market conditions and interest rates, security prepayment rates, deposit outflows, liquidity concentrations and regulatory capital requirements.
The investment policy of the Company, which is reviewed and approved by the Board of Directors on an annual basis, specifies the types of investments that are acceptable, required investment ratings by at least one nationally recognized rating agency, concentration limits and duration guidelines. Compliance with the investment policy is monitored on a regular basis. In general, the Company seeks to maintain a high degree of liquidity and targets cash, cash equivalents and investment securities available-for-sale balances between 10% and 30% of total assets.
Cash, cash equivalents, and investment securities
increased
$34.2 million, or
6.4%
on an annualized basis, to
$745.6 million
as of
September 30, 2019
from
$711.4 million
as of
December 31, 2018
. Cash, cash equivalents, and investment securities were
9.5%
of total assets as of
September 30, 2019
, compared to
9.6%
of total assets at
December 31, 2018
.
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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, 2019
At December 31, 2018
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
(In Thousands)
Investment securities available-for-sale:
GSE debentures
$
182,966
$
186,170
$
184,072
$
181,079
GSE CMOs
92,883
91,851
107,363
103,130
GSE MBSs
141,853
142,079
169,334
165,089
SBA commercial loan asset- backed securities
37
37
51
51
Corporate debt obligations
32,519
32,981
40,618
39,708
U.S. Treasury bonds
13,842
14,221
13,812
13,736
Total investment securities available-for-sale
$
464,100
$
467,339
$
515,250
$
502,793
Investment securities held-to-maturity:
GSE debentures
$
38,624
$
38,734
$
50,546
$
49,601
GSE MBSs
9,937
9,835
11,426
11,131
Municipal obligations
46,102
46,763
52,304
51,598
Foreign government obligations
500
470
500
500
Total investment securities held-to-maturity
$
95,163
$
95,802
$
114,776
$
112,830
Equity securities held-for-trading
$
4,581
$
4,207
The fair value of investment securities is based principally on market prices and dealer quotes received from third-party, nationally-recognized pricing services for identical investment securities such as U.S. Treasury and agency securities. The Company's marketable equity securities are priced this way and are included in Level 1 of the fair value hierarchy in accordance with ASC 820. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include certain U.S. and government agency debt securities, municipal and corporate debt securities, GSE residential MBSs and CMOs, all of which are included in Level 2 and equity securities held-for-trading, which are included in Level 1 and Level 2. Certain fair values are estimated using pricing models and are included in Level 3.
Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with their expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of 15-year and 30-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for the particular security.
Maturities, calls and principal repayments for investment securities available-for-sale totaled
$50.1 million
for the
nine months ended
September 30, 2019
compared to
$64.2 million
for the same period in
2018
. For the
nine months ended
September 30, 2019
, the Company did
no
t sell any investment securities, compared to
$1.5 million
in sales for the same period in
2018
. For the
nine months ended
September 30, 2019
, the Company did
no
t purchase any investment securities available-for-sale, compared to
$73.9 million
in purchases of investment securities available-for-sale for the same period in
2018
.
Maturities, calls and principal repayments for investment securities held-to-maturity totaled
$19.7 million
for the
nine months ended
September 30, 2019
compared to
$2.5 million
for the same period in
2018
. There were no sales of investment securities held-to-maturity for the
nine months ended
September 30, 2019
and
2018
. For the
nine months ended
September 30, 2019
, the Company purchased
$0.5 million
of investment securities held-to-maturity, compared to
$8.9 million
in purchases of investment securities held-to-maturity for the same period in
2018
.
As of
September 30, 2019
, the fair value of all investment securities available-for-sale was
$467.3 million
and carried a total of
$3.2 million
of net unrealized gains, compared to a fair value of
$502.8 million
and net unrealized losses of
$12.5
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million
as of
December 31, 2018
. As of
September 30, 2019
,
$169.7 million
, or
36.3%
, of the portfolio, had gross unrealized losses of
$1.6 million
. This compares to
$466.7 million
, or
92.8%
, of the portfolio with gross unrealized losses of
$12.8 million
as of
December 31, 2018
. The Company's unrealized loss position has decreased in
2019
driven by lower long-term interest rates.
As of
September 30, 2019
, the fair value of all investment securities held-to-maturity was
$95.8 million
and carried a total of
$0.6 million
of net unrealized gains, compared to a fair value of
$112.8 million
and net unrealized losses of
$1.9 million
as of
December 31, 2018
. As of
September 30, 2019
,
$19.9 million
, or
20.8%
, of the portfolio, had gross unrealized losses of
$0.2 million
. This compares to
$102.1 million
, or
90.5%
, of the portfolio with gross unrealized losses of
$2.0 million
as of
December 31, 2018
. The Company's unrealized loss position decreased in
2019
driven by lower long-term interest rates.
Management believes that these negative differences between amortized cost and fair value do not include credit losses, but rather differences in interest rates between the time of purchase and the time of measurement. It is more likely than not that the Company will not sell or be required to sell the investment securities before recovery, and, as a result, it will recover the amortized cost basis of the investment securities. As such, management has determined that the securities are not other-than-temporarily impaired as of
September 30, 2019
. If market conditions for securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional other-than-temporary impairments in future periods. For additional discussion on how the Company validates fair values provided by the third-party pricing service, see Note 11, “Fair Value of Financial Instruments.”
Restricted Equity Securities
FHLBB Stock
—The Company invests in the stock of the FHLBB as one of the requirements to borrow. The Company maintains an excess balance of capital stock, which allows for additional borrowing capacity at each of the Banks. As of
September 30, 2019
, the excess balance of capital stock was
$1.0 million
, as compared to
$5.0 million
excess balance as of
December 31, 2018
.
As of
September 30, 2019
, the Company owned stock in the FHLBB with a carrying value of
$39.6 million
,
a decrease
of
$4.1 million
from
$43.7 million
as of
December 31, 2018
. As of
September 30, 2019
, the FHLBB had total assets of
$56.9 billion
and total capital of
$3.2 billion
, of which
$1.4 billion
was retained earnings. The FHLBB stated that it remained in compliance with all regulatory capital ratios as of
September 30, 2019
and was classified as "adequately capitalized" by its regulator, based on the FHLBB's financial information as of
December 31, 2018
.
Federal Reserve Bank Stock
—The Company invests in the stock of the Federal Reserve Bank of Boston, as a condition to the Banks' membership in the Federal Reserve System. As of
September 30, 2019
, the Company owned stock in the Federal Reserve Bank of Boston with a carrying value of
$18.1 million
, compared to a carrying value of
$18.0 million
as of
December 31, 2018
.
Other Stock
—The Company invests in a small number of other restricted equity securities which includes Infinex and American Financial Exchange. As of September 30, 2019, the Company owned stock in other restricted equity securities with a carrying value of
$0.3 million
, compared to a carrying value of
$0.1 million
as of December 31, 2018.
Deposits
The following table presents the Company's deposit mix at the dates indicated.
At September 30, 2019
At December 31, 2018
Amount
Percent
of Total
Weighted
Average
Rate
Amount
Percent
of Total
Weighted
Average
Rate
(Dollars in Thousands)
Non-interest-bearing deposits:
Demand checking accounts
$
1,106,684
19.3
%
—
%
$
1,033,551
19.0
%
—
%
Interest-bearing deposits:
NOW accounts
340,321
5.9
%
0.14
%
336,317
6.2
%
0.10
%
Savings accounts
604,481
10.6
%
0.53
%
619,961
11.4
%
0.32
%
Money market accounts
1,666,231
29.1
%
1.22
%
1,675,050
30.7
%
1.18
%
Certificate of deposit accounts
2,011,622
35.1
%
2.35
%
1,789,165
32.7
%
1.58
%
Total interest-bearing deposits
4,622,655
80.7
%
1.54
%
4,420,493
81.0
%
1.14
%
Total deposits
$
5,729,339
100.0
%
1.25
%
$
5,454,044
100.0
%
0.92
%
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Table of Contents
Total deposits
increased
$275.3 million
to
$5.7 billion
as of
September 30, 2019
, compared to
$5.5 billion
as of
December 31, 2018
. Deposits as a percentage of total assets
decreased
to
72.7%
as of
September 30, 2019
, compared to
73.8%
as of
December 31, 2018
.
As of
September 30, 2019
, the Company had
$338.2 million
of brokered deposits compared to
$350.7 million
as of
December 31, 2018
. Brokered deposits allow the Company to seek additional funding by attracting deposits from outside the Company's core market. The Company's investment policy limits the amount of brokered deposits to 15% of total assets. Brokered deposits are included in the certificate of deposit balance, which
increased
$222.5 million
during the
nine months ended
September 30, 2019
. Certificates of deposit have also increased as a percentage of total deposits to
35.1%
as of
September 30, 2019
from
32.7%
as of
December 31, 2018
.
During the
nine months ended
September 30, 2019
, core deposits
increased
$52.8 million
. The ratio of core deposits to total deposits decreased from
67.2%
as of
December 31, 2018
to
64.9%
as of
September 30, 2019
, primarily due to the shift in deposit mix and increase in certificate of deposit accounts.
The following table sets forth the distribution of the average balances of the Company's deposit accounts for the periods indicated and the weighted average interest rates on each category of deposits presented. Averages for the periods presented are based on daily balances.
Three Months Ended September 30,
2019
2018
Average
Balance
Percent
of Total
Average
Deposits
Weighted
Average
Rate
Average
Balance
Percent
of Total
Average
Deposits
Weighted
Average
Rate
(Dollars in Thousands)
Core deposits:
Non-interest-bearing demand checking accounts
$
1,096,788
19.2
%
—
%
$
1,023,610
19.5
%
—
%
NOW accounts
335,091
5.9
%
0.15
%
344,760
6.6
%
0.08
%
Savings accounts
600,609
10.5
%
0.54
%
599,514
11.4
%
0.31
%
Money market accounts
1,683,548
29.4
%
1.28
%
1,668,402
31.8
%
1.04
%
Total core deposits
3,716,036
65.0
%
0.68
%
3,636,286
69.3
%
0.54
%
Certificate of deposit accounts
2,000,941
35.0
%
2.37
%
1,612,551
30.7
%
1.72
%
Total deposits
$
5,716,977
100.0
%
1.28
%
$
5,248,837
100.0
%
0.90
%
Nine Months Ended September 30,
2019
2018
Average
Balance
Percent
of Total
Average
Deposits
Weighted
Average
Rate
Average
Balance
Percent
of Total
Average
Deposits
Weighted
Average
Rate
(Dollars in Thousands)
Core deposits:
Non-interest-bearing demand checking accounts
$
1,046,683
18.7
%
—
%
$
986,763
19.3
%
—
%
NOW accounts
337,671
6.0
%
0.13
%
342,418
6.7
%
0.08
%
Savings accounts
609,284
10.9
%
0.47
%
619,317
12.1
%
0.28
%
Money market accounts
1,681,594
30.0
%
1.29
%
1,735,710
34.0
%
0.81
%
Total core deposits
3,675,232
65.5
%
0.68
%
3,684,208
72.1
%
0.43
%
Certificate of deposit accounts
1,932,625
34.5
%
2.30
%
1,428,799
27.9
%
1.53
%
Total deposits
$
5,607,857
100.0
%
0.93
%
$
5,113,007
100.0
%
0.74
%
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Table of Contents
As of
September 30, 2019
and
December 31, 2018
, the Company had outstanding certificates of deposit of $100,000 or more, maturing as follows:
At September 30, 2019
At December 31, 2018
Amount
Weighted
Average Rate
Amount
Weighted
Average Rate
(Dollars in Thousands)
Maturity period:
Six months or less
$
365,264
2.29
%
$
261,170
1.63
%
Over six months through 12 months
303,967
2.37
%
270,897
1.97
%
Over 12 months
455,795
2.61
%
418,167
2.38
%
Total certificate of deposit of $100,000 or more
$
1,125,026
2.44
%
$
950,234
2.06
%
Borrowed Funds
The following table sets forth certain information regarding advances from the FHLBB, subordinated debentures and notes and other borrowed funds for the periods indicated:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2019
2018
2019
2018
(Dollars in Thousands)
Borrowed funds:
Average balance outstanding
$
922,888
$
1,047,594
$
926,960
$
1,090,372
Maximum amount outstanding at any month-end during the period
986,405
1,082,886
987,835
1,209,310
Balance outstanding at end of period
986,405
1,082,886
986,405
1,082,886
Weighted average interest rate for the period
2.70
%
2.39
%
2.68
%
2.13
%
Weighted average interest rate at end of period
2.62
%
2.36
%
2.62
%
2.36
%
Advances from the FHLBB
On a long-term basis, the Company intends to continue to increase its core deposits. The Company also uses FHLBB borrowings and other wholesale borrowing as part of the Company's overall strategy to fund loan growth and manage interest-rate risk and liquidity. The advances are secured by a blanket security agreement which requires the Banks to maintain certain qualifying assets as collateral, principally mortgage loans and securities in an aggregate amount at least equal to outstanding advances. The maximum amount that the FHLBB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the FHLBB. The Company may also borrow from the FRB's "discount window" as necessary.
FHLBB borrowings
increased
by
$70.1 million
to
$854.5 million
as of
September 30, 2019
from the
December 31, 2018
balance of
$784.4 million
. The
increase
in FHLBB borrowings was primarily due to an increase in loan balances.
Subordinated Debentures and Notes
As part of the acquisition of BankRI, the Company acquired two $5.0 million subordinated debentures due on June 26, 2033 and March 17, 2034, respectively. The Company is obligated to pay 3-month LIBOR plus 3.10% and 3-month LIBOR plus 2.79%, respectively, on a quarterly basis until the debentures mature.
The Company sold
$75.0 million
of
6.0%
fixed-to-floating rate subordinated notes due September 15, 2029. The Company is obligated to pay
6.0%
interest semiannually between September 2014 and September 2024. Subsequently, the Company is obligated to pay 3-month LIBOR plus
3.315%
quarterly until the notes mature in September 2029.
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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,
2019
December 31, 2018
(Dollars in Thousands)
June 26, 2003
Variable;
3-month LIBOR + 3.10%
June 26, 2033
December 25, 2019
$
4,820
$
4,803
March 17, 2004
Variable;
3-month LIBOR + 2.79%
March 17, 2034
December 16, 2019
4,730
4,704
September 15, 2014
6.0% Fixed-to-Variable;
3-month LIBOR + 3.315%
September 15, 2029
September 15, 2024
74,001
73,926
Total
$
83,551
$
83,433
The above carrying amounts of the subordinated debentures included
$0.4 million
of accretion adjustments and
$1.0 million
of capitalized debt issuance costs as of
September 30, 2019
. This compares to
$0.5 million
of accretion adjustments and
$1.1 million
of capitalized debt issuance costs as of
December 31, 2018
.
Other Borrowed Funds
In addition to advances from the FHLBB and subordinated debentures and notes, the Company utilizes other funding sources as part of the overall liquidity strategy. Those funding sources include repurchase agreements, and committed and uncommitted lines of credit with several financial institutions.
The Company periodically enters into repurchase agreements with its larger deposit and commercial customers as part of its cash management services which are typically overnight borrowings. Repurchase agreements with customers
decreased
$14.4 million
to
$38.4 million
as of
September 30, 2019
from
$52.7 million
as of
December 31, 2018
.
The Company has access to a
$12.0 million
committed line of credit as of
September 30, 2019
. As of
September 30, 2019
and
December 31, 2018
, the Company did not have any borrowings on this committed line of credit outstanding.
The Banks also have access to funding through several uncommitted lines of credit of
$475.0 million
. As of
September 30, 2019
, the Company had $10 million of borrowings on one uncommitted line of credit outstanding, and none as of
December 31, 2018
, the Company did not have any borrowings on these uncommitted lines of credit.
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Table of Contents
Derivative Financial Instruments
The Company has entered into loan level derivatives, risk participation agreements, and foreign exchange contracts with certain of its commercial customers and concurrently enters into offsetting swaps with third-party financial institutions. The Company may also, from time to time, enter into risk participation agreements. The Company did not have derivative fair value hedges or derivative cash flow hedges at
September 30, 2019
or
December 31, 2018
.
The following table summarizes certain information concerning the Company's loan level derivatives, risk participation agreements, and foreign exchange contracts at
September 30, 2019
and
December 31, 2018
:
At September 30, 2019
At December 31, 2018
(Dollars in Thousands)
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable
$
992,476
$
719,625
Pay fixed, receive variable
992,476
719,625
Risk participation-out agreements
177,155
100,531
Risk participation-in agreements
56,096
35,838
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency
$
1,315
$
6,573
Sells foreign currency, buys U.S. currency
1,420
6,582
Fixed weighted average interest rate from the Company to counterparty
3.69
%
4.25
%
Floating weighted average interest rate from counterparty to the Company
3.24
%
4.00
%
Weighted average remaining term to maturity (in months)
92
90
Fair value:
Recognized as an asset:
Loan level derivatives
$
79,857
$
22,013
Risk participation-out agreements
1,555
344
Foreign exchange contracts
22
131
Recognized as a liability:
Loan level derivatives
$
79,857
$
22,013
Risk participation-in agreements
385
84
Foreign exchange contracts
16
123
Stockholders' Equity and Dividends
The Company's total stockholders' equity was
$932.3 million
as of
September 30, 2019
, representing a
$32.2 million
increase
compared to
$900.1 million
at
December 31, 2018
. The
increase
primarily reflects net income attributable to the Company of
$65.5 million
for the
nine months ended
September 30, 2019
and unrealized gain on securities available-for-sale of
$12.2 million
, partially offset by dividends paid by the Company of
$25.9 million
and
$18.7 million
related to the acquisition of the noncontrolling interest in Eastern Funding, LLC and in that same period.
Stockholders' equity represented
11.83%
of total assets as of
September 30, 2019
and
12.18%
of total assets as of
December 31, 2018
. Tangible stockholders' equity (total stockholders' equity less goodwill and identified intangible assets, net) represented
9.94%
of tangible assets (total assets less goodwill and identified intangible assets, net) as of
September 30, 2019
and
10.15%
as of
December 31, 2018
.
On January 30, 2019, the Board of Directors (the "Board") of the Company approved a stock repurchase program authorizing management to repurchase up to
$10.0 million
of the Company's common stock. As of
September 30, 2019
, the Company has repurchased
136,065
shares at a weighted average price of
$13.74
. In
2018
,
725,583
shares of the Company's common stock were repurchased by the Company.
The dividend payout ratio was
38.88%
for the three months ended
September 30, 2019
, compared to
35.81%
for the same period in
2018
and
39.58%
for the
nine months ended
September 30, 2019
, compared to 37.87% for the same period of
2018
.
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Table of Contents
Results of Operations
The primary drivers of the Company's net income are net interest income, which is strongly affected by the net yield on and growth of interest-earning assets and liabilities, the quality of the Company's assets, its levels of non-interest income and non-interest expense, and its tax provision.
The Company's net interest income represents the difference between interest income earned on its investments, loans and leases, and its cost of funds. Interest income is dependent on the amount of interest-earning assets outstanding during the period and the yield earned thereon. Cost of funds is a function of the average amount of deposits and borrowed money outstanding during the year and the interest rates paid thereon. The net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The increases or decreases, as applicable, in the components of interest income and interest expense, expressed in terms of fluctuation in average volume and rate, are summarized under
"Rate/Volume Analysis"
below. Information as to the components of interest income, interest expense and average rates is provided under
"Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin"
below.
Because the Company's assets and liabilities are not identical in duration and in repricing dates, the differential between the two is vulnerable to changes in market interest rates as well as the overall shape of the yield curve. These vulnerabilities are inherent to the business of banking and are commonly referred to as "interest-rate risk." How interest-rate risk is measured and, once measured, how much interest-rate risk is taken are based on numerous assumptions and other subjective judgments. See the discussion in
“Item 3. Quantitative and Qualitative Disclosures about Market Risk”
below.
The quality of the Company's assets also influences its earnings. Loans and leases that are not paid on a timely basis and exhibit other weaknesses can result in the loss of principal and/or interest income. Additionally, the Company must make timely provisions to the allowance for loan and lease losses based on estimates of probable losses inherent in the loan and lease portfolio. These additions, which are charged against earnings, are necessarily greater when greater probable losses are expected. Further, the Company incurs expenses as a result of resolving troubled assets. These variables reflect the "credit risk" that the Company takes on in the ordinary course of business and are further discussed under
"Financial Condition—Asset Quality"
above.
Net Interest Income
Net interest income
increased
$0.9 million
to
$63.2 million
for the three months ended
September 30, 2019
from
$62.3 million
for the three months ended
September 30, 2018
. This
increase
reflects a
$7.7 million
increase
in interest income on loans and leases, partially offset by a
$0.4 million
decrease
in interest income on investment securities and a
$6.4 million
increase
in interest expense on deposit and borrowings, which is reflective of the various portfolios repricing and replacing balances into the current interest rate environment. Refer to
“Results of Operations - Comparison of the Three-Month Period Ended
September 30, 2019
and
September 30, 2018
— Interest Income”
and
“Results of Operations - Comparison of the Three-Month Period Ended
September 30, 2019
and
September 30, 2018
— Interest Expense Deposit and Borrowed Funds”
below for more details.
Net interest income
increased
$4.8 million
to
$189.4 million
for the
nine
months ended
September 30, 2019
from
$184.5 million
for the
nine
months ended
September 30, 2018
. This overall
increase
reflects a
$30.6 million
increase
in interest income on loans and leases, partially offset by a
$0.7 million
decrease
in interest income on investment securities and a
$25.0 million
increase
in interest expense on deposit and borrowings, which is reflective of the various portfolios repricing and replacing balances into the current interest rate environment. Refer to
“Results of Operations - Comparison of the Nine-Month Period Ended
September 30, 2019
and
September 30, 2018
— Interest Income”
and
“Results of Operations - Comparison of the Nine-Month Period Ended
September 30, 2019
and
September 30, 2018
— Interest Expense Deposit and Borrowed Funds”
below for more details.
Net interest margin decreased by
12
basis points to
3.45%
for the three months ended
September 30, 2019
from
3.57%
for the three months ended
September 30, 2018
. The Company's weighted average interest rate on loans (prior to purchase accounting adjustments) increased to
5.08%
for the three months ended
September 30, 2019
from
4.92%
for the three months ended
September 30, 2018
. Interest amortization and accretion on acquired loans totaled
$0.1 million
and contributed
1
basis point to loan yields during the three months ended
September 30, 2019
compared to
$0.3 million
, or
2
basis points, for the three months ended
September 30, 2018
. The decrease in net interest margin over the period is a result of most asset categories being fully repriced into the current rate environment, while deposit costs continue to rise due to market competition and shifting demand for non maturity versus time deposits.
Net interest margin decreased by
8
basis points to
3.54%
for the
nine
months ended
September 30, 2019
from
3.62%
for the
nine
months ended
September 30, 2018
. The Company's weighted average interest rate on loans (prior to purchase accounting adjustments) increased to
5.10%
for the
nine
months ended
September 30, 2019
from
4.77%
for the
nine
months
81
Table of Contents
ended
September 30, 2018
. Interest amortization and accretion on acquired loans totaled
$0.3 million
and contributed
1
basis point to loan yields during the
nine
months ended
September 30, 2019
compared to
$0.6 million
, or
1
basis point, for the
nine
months ended
September 30, 2018
. The decrease in net interest margin over the period is a result of most asset categories being fully repriced into the current rate environment, while deposit costs continue to rise due to market competition and shifting demand for non maturity versus time deposits.
The yield on interest-earning assets increased to
4.83%
for the three months ended
September 30, 2019
from
4.65%
for the three months ended
September 30, 2018
. This increase is the result of higher yields on loans and leases, partially offset by lower yields on investments. During the three months ended
September 30, 2019
, the Company recorded
$0.9 million
in prepayment penalties and late charges, which contributed
5
basis points to yields on interest-earning assets in the three months ended
September 30, 2019
, compared to
$0.9 million
, or
5
basis points, for the three months ended
September 30, 2018
.
The yield on interest-earning assets increased to
4.85%
for the
nine
months ended
September 30, 2019
from
4.51%
for the
nine
months ended
September 30, 2018
. This increase is the result of higher yields on loans and leases and investments. During the
nine
months ended
September 30, 2019
, the Company recorded
$2.9 million
in prepayment penalties and late charges, which contributed
5
basis points to yields on interest-earning assets in the
nine
months ended
September 30, 2019
, compared to
$2.4 million
, or
5
basis points, for the
nine
months ended
September 30, 2018
.
The overall cost of funds (including non-interest-bearing demand checking accounts)
increased
32
basis points to
1.47%
for the three months ended
September 30, 2019
from
1.15%
for the three months ended
September 30, 2018
. The overall cost of funds (including non-interest-bearing demand checking accounts)
increased
46
basis points to
1.44%
for the
nine
months ended
September 30, 2019
from
0.98%
for the
nine
months ended
September 30, 2018
. Refer to
"Financial Condition - Borrowed Funds"
above for more details.
Management seeks to position the balance sheet to be neutral to asset sensitive to changes in interest rates. Since the end of 2016, short term interest rates have risen while at the same time net interest income, net interest spread, and net interest margin have also increased. In general, the Company's balance sheet position should respond positively in a rising interest rate environment and when the rate curves are steepening which should result in a positive impact to net interest income, net interest spread, and the net interest margin. A declining interest rate or flattening yield curve environment is expected to have a negative impact on the Company's yields and net interest margin. Additional risk factors include, but are not limited to: ongoing pricing pressures in both the loan and deposit portfolios, the ability to increase the Company's core deposits, decrease its loan-to-deposit ratio, and decrease its reliance on FHLBB advances. Net interest income may also be negatively affected by changes in the amount of accretion on acquired loans and leases, deposits and borrowed funds, which are included in interest income and interest expense, respectively.
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Table of Contents
Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin
The following table sets forth information about the Company's average balances, interest income and interest rates earned on average interest-earning assets, interest expense and interest rates paid on average interest-bearing liabilities, interest-rate spread and net interest margin for the
three and nine months ended
September 30, 2019
and
September 30, 2018
. Average balances are derived from daily average balances and yields include fees, costs and purchase-accounting-related premiums and discounts which are considered adjustments to coupon yields in accordance with GAAP. Certain amounts previously reported have been reclassified to conform to the current presentation.
83
Table of Contents
Three Months Ended
September 30, 2019
September 30, 2018
Average
Balance
Interest (1)
Average
Yield/
Cost
Average
Balance
Interest (1)
Average
Yield/
Cost
(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities
$
573,389
$
3,027
2.11
%
$
663,125
$
3,638
2.20
%
Marketable and restricted equity securities
59,638
885
5.94
%
67,607
1,029
6.09
%
Short-term investments
70,707
487
2.76
%
31,061
145
1.87
%
Total investments
703,734
4,399
2.50
%
761,793
4,812
2.53
%
Commercial real estate loans
(2)
3,539,485
41,724
4.61
%
3,260,634
37,332
4.48
%
Commercial loans
(2)
838,092
10,291
4.81
%
819,383
9,862
4.72
%
Equipment financing
(2)
1,019,179
18,519
7.27
%
933,007
16,220
6.95
%
Residential mortgage loans
(2)
776,482
8,215
4.23
%
756,421
7,648
4.04
%
Other consumer loans
(2)
415,082
4,917
4.69
%
412,248
4,928
4.73
%
Total loans and leases
6,588,320
83,666
5.08
%
6,181,693
75,990
4.92
%
Total interest-earning assets
7,292,054
88,065
4.83
%
6,943,486
80,802
4.65
%
Allowance for loan and lease losses
(59,386
)
(58,576
)
Non-interest-earning assets
513,824
417,503
Total assets
$
7,746,492
$
7,302,413
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts
$
335,091
129
0.15
%
$
344,760
72
0.08
%
Savings accounts
600,609
820
0.54
%
599,514
472
0.31
%
Money market accounts
1,683,548
5,413
1.28
%
1,668,402
4,367
1.04
%
Certificate of deposit
2,000,941
11,938
2.37
%
1,612,551
7,005
1.72
%
Total interest-bearing deposits
(3)
4,620,189
18,300
1.57
%
4,225,227
11,916
1.12
%
Advances from the FHLBB
759,738
4,859
2.50
%
907,306
4,979
2.15
%
Subordinated debentures and notes
83,530
1,300
6.22
%
83,370
1,301
6.24
%
Other borrowed funds
79,620
211
1.05
%
56,918
108
0.75
%
Total borrowed funds
922,888
6,370
2.70
%
1,047,594
6,388
2.39
%
Total interest-bearing liabilities
5,543,077
24,670
1.77
%
5,272,821
18,304
1.38
%
Non-interest-bearing liabilities:
Non-interest-bearing demand checking accounts
1,096,788
1,023,610
Other non-interest-bearing liabilities
178,564
107,449
Total liabilities
6,818,429
6,403,880
Brookline Bancorp, Inc. stockholders' equity
928,063
889,259
Noncontrolling interest in subsidiary
—
9,274
Total liabilities and stockholders' equity
$
7,746,492
$
7,302,413
Net interest income (tax-equivalent basis) / Interest-rate spread
(4)
63,395
3.06
%
62,498
3.27
%
Less adjustment of tax-exempt income
159
166
Net interest income
$
63,236
$
62,332
Net interest margin
(5)
3.45
%
3.57
%
_________________________________________________________________________
(1) Tax-exempt income on debt securities, equity securities and industrial revenue bonds are included in commercial real estate loans on a tax-equivalent basis.
(2) Loans on nonaccrual status are included in the average balances.
(3) Including non-interest-bearing checking accounts, the average interest rate on total deposits was
1.27%
and
0.90%
in the three months ended
September 30, 2019
and
September 30, 2018
, respectively.
(4) Interest-rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.
84
Table of Contents
Nine Months Ended
September 30, 2019
September 30, 2018
Average
Balance
Interest (1)
Average
Yield/
Cost
Average
Balance
Interest (1)
Average
Yield/
Cost
(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities
$
591,535
$
9,526
2.15
%
$
658,993
$
10,632
2.15
%
Marketable and restricted equity securities
59,747
2,693
6.01
%
67,056
2,956
5.88
%
Short-term investments
49,833
1,105
2.96
%
34,295
444
1.73
%
Total investments
701,115
13,324
2.53
%
760,344
14,032
2.46
%
Commercial real estate loans
(2)
3,454,996
123,106
4.70
%
3,209,798
107,133
4.40
%
Commercial loans
(2)
814,392
29,773
4.82
%
809,849
27,609
4.50
%
Equipment financing
(2)
1,004,363
54,795
7.27
%
905,345
46,823
6.90
%
Residential mortgage loans
(2)
776,440
24,524
4.21
%
740,507
21,933
3.95
%
Other consumer loans
(2)
413,645
15,155
4.89
%
400,304
13,333
4.45
%
Total loans and leases
6,463,836
247,353
5.10
%
6,065,803
216,831
4.77
%
Total interest-earning assets
7,164,951
260,677
4.85
%
6,826,147
230,863
4.51
%
Allowance for loan and lease losses
(58,759
)
(58,935
)
Non-interest-earning assets
479,046
401,999
Total assets
$
7,585,238
$
7,169,211
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts
$
337,671
321
0.13
%
$
342,418
195
0.08
%
Savings accounts
609,284
2,154
0.47
%
619,317
1,278
0.28
%
Money market accounts
1,681,594
16,259
1.29
%
1,735,710
10,455
0.81
%
Certificate of deposit
1,932,625
33,226
2.30
%
1,428,799
16,306
1.53
%
Total interest-bearing deposits
(3)
4,561,174
51,960
1.52
%
4,126,244
28,234
0.91
%
Advances from the FHLBB
758,992
14,294
2.48
%
960,399
13,423
1.84
%
Subordinated debentures and notes
83,491
3,913
6.25
%
83,330
3,879
6.21
%
Other borrowed funds
84,477
640
1.01
%
46,643
273
0.78
%
Total borrowed funds
926,960
18,847
2.68
%
1,090,372
17,575
2.13
%
Total interest-bearing liabilities
5,488,134
70,807
1.72
%
5,216,616
45,809
1.17
%
Non-interest-bearing liabilities:
Non-interest-bearing demand checking accounts
1,046,683
986,763
Other non-interest-bearing liabilities
141,305
92,280
Total liabilities
6,676,122
6,295,659
Brookline Bancorp, Inc. stockholders' equity
908,994
864,675
Noncontrolling interest in subsidiary
122
8,877
Total liabilities and stockholders' equity
$
7,585,238
$
7,169,211
Net interest income (tax-equivalent basis) / Interest-rate spread
(4)
189,870
3.13
%
185,054
3.34
%
Less adjustment of tax-exempt income
501
514
Net interest income
$
189,369
$
184,540
Net interest margin
(5)
3.54
%
3.62
%
_________________________________________________________________________
(1) Tax-exempt income on debt securities, equity securities and industrial revenue bonds are included in commercial real estate loans on a tax-equivalent basis.
(2) Loans on nonaccrual status are included in the average balances.
(3) Including non-interest-bearing checking accounts, the average interest rate on total deposits was
1.24%
and
0.74%
in the
nine
months ended
September 30, 2019
and
September 30, 2018
, respectively.
(4) Interest-rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.
85
Table of Contents
Rate/Volume Analysis
The following table presents, on a tax-equivalent basis, the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.
Three Months Ended September 30, 2019 as Compared to the Three Months Ended September 30, 2018
Nine Months Ended September 30, 2019 as Compared to the Nine Months Ended September 30, 2018
Increase
(Decrease) Due To
Increase
(Decrease) Due To
Volume
Rate
Net Change
Volume
Rate
Net Change
(In Thousands)
Interest and dividend income:
Investments:
Debt securities
$
(469
)
$
(142
)
$
(611
)
$
(1,106
)
$
—
$
(1,106
)
Marketable and restricted equity securities
(119
)
(25
)
(144
)
(327
)
64
(263
)
Short-term investments
249
93
342
257
404
661
Total investments
(339
)
(74
)
(413
)
(1,176
)
468
(708
)
Loans and leases:
Commercial real estate loans
3,279
1,113
4,392
8,440
7,533
15,973
Commercial loans and leases
234
195
429
158
2,006
2,164
Equipment financing
1,534
765
2,299
5,349
2,623
7,972
Residential mortgage loans
204
363
567
1,100
1,491
2,591
Other consumer loans
32
(43
)
(11
)
459
1,363
1,822
Total loans
5,283
2,393
7,676
15,506
15,016
30,522
Total change in interest and dividend income
4,944
2,319
7,263
14,330
15,484
29,814
Interest expense:
Deposits:
NOW accounts
(2
)
59
57
(3
)
129
126
Savings accounts
1
347
348
(21
)
897
876
Money market accounts
40
1,006
1,046
(333
)
6,137
5,804
Certificate of deposit
1,920
3,013
4,933
6,971
9,949
16,920
Total deposits
1,959
4,425
6,384
6,614
17,112
23,726
Borrowed funds:
Advances from the FHLBB
(860
)
740
(120
)
(3,131
)
4,002
871
Subordinated debentures and notes
3
(4
)
(1
)
8
26
34
Other borrowed funds
51
52
103
269
98
367
Total borrowed funds
(806
)
788
(18
)
(2,854
)
4,126
1,272
Total change in interest expense
1,153
5,213
6,366
3,760
21,238
24,998
Change in tax-exempt income
(7
)
—
(7
)
(13
)
—
(13
)
Change in net interest income
$
3,798
$
(2,894
)
$
904
$
10,583
$
(5,754
)
$
4,829
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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
2019
2018
2019
2018
(Dollars in Thousands)
Interest income—loans and leases:
Commercial real estate loans
$
41,723
$
37,333
$
4,390
11.8
%
$
123,106
$
107,134
$
15,972
14.9
%
Commercial loans
10,190
9,748
442
4.5
%
29,456
27,255
2,201
8.1
%
Equipment financing
18,520
16,221
2,299
14.2
%
54,795
46,823
7,972
17.0
%
Residential mortgage loans
8,215
7,648
567
7.4
%
24,524
21,933
2,591
11.8
%
Other consumer loans
4,918
4,927
(9
)
(0.2
)%
15,155
13,333
1,822
13.7
%
Total interest income—loans and leases
$
83,566
$
75,877
$
7,689
10.1
%
$
247,036
$
216,478
$
30,557
14.1
%
Interest income from loans and leases was
$83.6 million
for the three months ended
September 30, 2019
, and represented a yield on total loans of
5.08%
. This compares to
$75.9 million
of interest on loans and a yield of
4.92%
for
September 30, 2018
. The
$7.7 million
increase in interest income from loans and leases was primarily attributable to
$5.3 million
in origination volume and
$2.4 million
in a change in interest rates.
Accretion on acquired loans and leases totaled
$0.1 million
, or
1
basis point to the Company's net interest margin for the three months ended
September 30, 2019
, compared to
$0.3 million
and
2
basis points for the three months ended
September 30, 2018
.
Interest income from loans and leases was
$247.0 million
for the
nine months ended
September 30, 2019
, and represented a yield on total loans of
5.10%
. This compares to
$216.5 million
of interest on loans and a yield of
4.77%
for
September 30, 2018
. The $30.5 million increase in interest income from loans and leases was primarily attributable to an increase of
$15.5 million
due to an increase in origination volume and an increase of
$15.0 million
due to the changes in interest rates.
Accretion on acquired loans and leases totaled
$0.3 million
, or
1
basis point to the Company's net interest margin for the
nine months ended
September 30, 2019
, compared to
$0.6 million
and
1
basis point for the
nine months ended
September 30, 2018
.
Investments
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
2019
2018
2019
2018
(Dollars in Thousands)
Interest income—investments:
Debt securities
$
2,977
$
3,585
$
(608
)
(17.0
)%
$
9,371
$
10,471
$
(1,100
)
(10.5
)%
Marketable and restricted equity securities
876
1,029
(153
)
(14.9
)%
2,664
2,956
(292
)
(9.9
)%
Short-term investments
487
145
342
235.9
%
1,105
444
661
148.9
%
Total interest income—investments
$
4,340
$
4,759
$
(419
)
(8.8
)%
$
13,140
$
13,871
$
(731
)
(5.3
)%
Total investment income was
$4.3 million
for the three months ended
September 30, 2019
compared to
$4.8 million
for the three months ended
September 30, 2018
. As of
September 30, 2019
and
2018
, the yield on total investments was
2.5%
. The year over year
decrease
in interest income on investments of
$419 thousand
, or
8.8%
, was primarily driven by a
$74 thousand
decrease due to rates and a
$339 thousand
decrease due to volume.
Total investment income was
$13.1 million
and
$13.9 million
for the
nine
months ended
September 30, 2019
and
September 30, 2018
, respectively. For the
nine
months ended
September 30, 2019
and
2018
, the yield on total investments was
2.5%
. The year-over-year
decrease
in interest income on investments of
$731 thousand
, or
5.3%
, was primarily driven by a
$468 thousand
increase due to rates and a
$1,176 thousand
decrease due to volume.
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Table of Contents
Interest Expense—Deposits and Borrowed Funds
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
2019
2018
2019
2018
(Dollars in Thousands)
Interest expense:
Deposits:
NOW accounts
$
129
$
72
$
57
79.2
%
$
321
$
195
$
126
64.6
%
Savings accounts
820
472
348
73.7
%
2,154
1,278
876
68.5
%
Money market accounts
5,413
4,367
1,046
24.0
%
16,259
10,455
5,804
55.5
%
Certificates of deposit
11,938
7,005
4,933
70.4
%
33,226
16,306
16,920
103.8
%
Total interest expense - deposits
18,300
11,916
6,384
53.6
%
51,960
28,234
23,726
84.0
%
Borrowed funds:
Advances from the FHLBB
4,859
4,979
(120
)
(2.4
)%
14,294
13,423
871
6.5
%
Subordinated debentures and notes
1,300
1,301
(1
)
(0.1
)%
3,913
3,879
34
0.9
%
Other borrowed funds
211
108
103
95.4
%
640
273
367
134.4
%
Total interest expense - borrowed funds
6,370
6,388
(18
)
(0.3
)%
18,847
17,575
1,272
7.2
%
Total interest expense
$
24,670
$
18,304
$
6,366
34.8
%
$
70,807
$
45,809
$
24,998
54.6
%
Deposits
For the three months ended
September 30, 2019
, interest expense on deposits increased
$6.4 million
, or
53.6%
, as compared to the same period in
2018
. Interest expense increased
$4.4 million
due to an increase in interest rates and
$2.0 million
due to the growth in deposits. Purchase accounting amortization on acquired deposits for the three months ended
September 30, 2019
was
$66 thousand
and
no
basis points, compared to
$245 thousand
and
1
basis point for the three months ended
September 30, 2018
.
Interest expense on deposits increased
$23.7 million
, or
84.0%
, to
$52.0 million
for the
nine
months ended
September 30, 2019
from
$28.2 million
for the
nine
months ended
September 30, 2018
. The increase in interest expense on deposits was due to a
$17.1 million
increase due to rate increases and a
$6.6 million
increase due to growth in deposits. Purchase accounting amortization on acquired deposits for the
nine
months ended
September 30, 2019
was
$316 thousand
and
1
basis point, compared to
$572 thousand
and
1
basis point for the
nine
months ended
September 30, 2018
.
Borrowed Funds
During the three months ended
September 30, 2019
, interest paid on borrowed funds remained consistent at $6.4 million year over year. The cost of borrowed funds increased to
2.70%
for the three months ended
September 30, 2019
from
2.39%
for the three months ended
September 30, 2018
. For the three months ended
September 30, 2019
, there was purchase accounting accretion of
$14.0 thousand
and
no
basis points on acquired borrowed funds compared to accretion of
$15 thousand
and
zero
basis points for the three months ended
September 30, 2018
.
Interest expense on borrowed funds increased by
$1.3 million
, or
7.2%
, to
$18.8 million
for the
nine
months ended
September 30, 2019
from
$17.6 million
for the
nine
months ended
September 30, 2018
. The cost of borrowed funds increased to
2.68%
for the
nine
months ended
September 30, 2019
from
2.13%
for the
nine
months ended
September 30, 2018
. The increase in interest expense was driven by an increase of
$4.1 million
due to borrowing rates, partially offset by a decrease of
$2.9 million
due to volume. For the
nine
months ended
September 30, 2019
, there was purchase accounting accretion of
$43 thousand
and
no
basis points on acquired borrowed funds compared to accretion of
$46 thousand
and
zero
basis points for the
nine
months ended
September 30, 2018
.
88
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
2019
2018
2019
2018
(Dollars in Thousands)
Provision for loan and lease losses:
Commercial real estate
$
361
$
319
$
42
13.2
%
$
842
$
355
$
487
(137.2
)%
Commercial
463
2,217
(1,754
)
(79.1
)%
4,744
4,840
(96
)
(2.0
)%
Consumer
42
44
(2
)
4.5
%
406
(391
)
797
(203.8
)%
Total provision for loan and
lease losses
866
2,580
(1,714
)
(66.4
)%
5,992
4,804
1,188
24.7
%
Unfunded credit commitments
5
137
(132
)
(96.4
)%
(11
)
24
(35
)
(145.8
)%
Total provision for credit losses
$
871
$
2,717
$
(1,846
)
(67.9
)%
$
5,981
$
4,828
$
1,153
23.9
%
For the three months ended
September 30, 2019
, the provision for credit losses
decreased
$1.8 million
, or
67.9%
, to
$0.9 million
from
$2.7 million
for the three months ended
September 30, 2018
. The
decrease
in the provision for credit losses for the three months ended
September 30, 2019
was primarily driven by the decrease in net charge-offs and changes in historical loss factors, partially offset by the increase in reserves for loan growth during the third quarter of
2019
.
For the
nine
months ended
September 30, 2019
, the provision for credit losses
increased
$1.2 million
, or
23.9%
, to
$6.0 million
from
$4.8 million
for the
nine
months ended
September 30, 2018
. The increase in the provision for credit losses for the
nine
months ended
September 30, 2019
was primarily driven by an increase in net charge-offs, partially offset by the decrease in reserves due to changes in historical loss factors during the first
nine
months of
2019
.
See management’s discussion of
“Financial Condition — Allowance for Loan and Lease Losses”
and Note 5, “Allowance for Loan and Lease Losses,” to the unaudited consolidated financial statements for a description of how management determined the allowance for loan and lease losses for each portfolio and class of loans.
Non-Interest Income
The following table sets forth the components of non-interest income:
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
2019
2018
2019
2018
(Dollars in Thousands)
Deposit fees
$
2,710
$
2,648
$
62
2.3
%
$
7,913
$
7,731
$
182
2.4
%
Loan fees
719
417
302
72.4
%
1,530
1,037
493
47.5
%
Loan level derivative income, net
2,251
2,192
59
2.7
%
5,768
3,629
2,139
58.9
%
Gain (loss) on investment securities
(116
)
—
(116
)
100.0
%
375
1,162
(787
)
(67.7
)%
Gain on sales of loans and leases held-for-sale
550
535
15
2.8
%
1,400
1,556
(156
)
(10.0
)%
Other
1,815
1,277
538
42.1
%
5,051
3,648
1,403
38.5
%
Total non-interest income
$
7,929
$
7,069
$
860
12.2
%
$
22,037
$
18,763
$
3,274
17.4
%
For the
three months ended September 30, 2019
, non-interest income
increased
$0.9 million
, or
12.2%
, to
$7.9 million
as compared to
$7.1 million
for the same period of
2018
. This increase is primarily due to a $
0.5 million
increase
in other income, and a
$0.3 million
increase
in loan fees.
For the
nine months ended
September 30, 2019
, non-interest income
increased
$3.3 million
, or
17.4%
, to
$22.0 million
as compared to
$18.8 million
for the same period in
2018
. This
increase
is primarily due to a
$2.1 million
increase
in loan level
89
Table of Contents
derivative income and a
$1.4 million
increase
in other income, partially offset by a
$0.8 million
decrease
in gain on sales of investment securities.
Loan level derivative income
increased
$0.1 million
, or
2.7%
, to
$2.3 million
for the
three months ended September 30, 2019
from
$2.2 million
for the same period in
2018
and
increased
$2.1 million
, or
58.9%
, to
$5.8 million
for the
nine months ended
September 30, 2019
from
$3.6 million
for the same period in
2018
, primarily driven by an
increase
of two and eight loan level derivative transactions completed for the three and
nine months ended
September 30, 2019
, respectively.
Gain (loss) on investment securities
decrease
d
$0.1 million
, or
100.0%
, to a loss of
$0.1 million
for the
three months ended September 30, 2019
from
zero
for the same period in
2018
, primarily driven by equity securities held for trading in the third quarter of 2019, as compared to no equity securities held for trading for the same period in
2018
and
decreased
$0.8 million
, or
67.7%
, to
$0.4 million
for the
nine months ended
September 30, 2019
from
$1.2 million
for the same period in
2018
, primarily driven by restricted equity securities sold in
2018
.
Other income
increased
$0.5 million
, or
42.1%
, to
$1.8 million
for the
three months ended September 30, 2019
from
$1.3 million
for the same period in
2018
, and
increased
$1.4 million
, or
38.5%
to
$5.1 million
for the
nine months ended
September 30, 2019
from
$3.6 million
for the same period in
2018
, primarily driven by an
increase
in gain on interest rate derivatives, agency commissions insurance and foreign exchange outgoing wire income.
Non-Interest Expense
The following table sets forth the components of non-interest expense:
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
2019
2018
2019
2018
(Dollars in Thousands)
Compensation and employee benefits
$
24,871
$
22,338
$
2,533
11.3
%
$
72,567
$
67,217
$
5,350
8.0
%
Occupancy
3,895
3,913
(18
)
(0.5
)%
11,594
11,751
(157
)
(1.3
)%
Equipment and data processing
4,749
4,601
148
3.2
%
14,051
13,587
464
3.4
%
Professional services
1,083
1,075
8
0.7
%
3,246
3,274
(28
)
(0.9
)%
FDIC insurance
54
846
(792
)
(93.6
)%
1,392
1,995
(603
)
(30.2
)%
Advertising and marketing
1,035
1,068
(33
)
(3.1
)%
3,216
3,243
(27
)
(0.8
)%
Amortization of identified intangible assets
421
537
(116
)
(21.6
)%
1,243
1,543
(300
)
(19.4
)%
Merger and restructuring expense
1,125
22
1,103
5,013.6
%
1,125
3,261
(2,136
)
(65.5
)%
Other
2,958
2,910
48
1.6
%
10,232
9,079
1,153
12.7
%
Total non-interest expense
$
40,191
$
37,310
$
2,881
7.7
%
$
118,666
$
114,950
$
3,716
3.2
%
For the
three months ended September 30, 2019
, non-interest expense
increased
$2.9 million
, or
7.7%
, to
$40.2 million
as compared to
$37.3 million
for the same period in
2018
. The
increase
is due to a
$2.5 million
increase
in compensation and employee benefits expense, and a
$1.1 million
increase
in merger and restructuring expense, partially offset by a decrease of
$0.8 million
in FDIC insurance.
For the
nine months ended
September 30, 2019
, non-interest expense
increased
$3.7 million
, or
3.2%
, to
$118.7 million
million as compared to
$115.0 million
for the same period in
2018
. This
increase
is primarily due to a
$5.4 million
increase
in compensation and employee benefits expense, and a
$1.2 million
increase
in other expense, partially offset by a
$2.1 million
decrease in merger and restructuring expense and a decrease of
$0.6 million
in FDIC insurance.
Compensation and employee benefits expense
increased
$2.5 million
, or
11.3%
, to
$24.9 million
for the
three months ended September 30, 2019
from
$22.3 million
for the same period in
2018
, and
increased
$5.4 million
, or
8.0%
, to
$72.6 million
for the
nine months ended
September 30, 2019
from
$67.2 million
for the same period in
2018
, primarily driven by
increase
s in employee headcount and salaries.
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Table of Contents
FDIC insurance expense
decreased
$0.8 million
, or
93.6%
, to
$54.0 thousand
for the
three months ended September 30, 2019
from
$0.8 million
for the same period in
2018
, and
decreased
$0.6 million
, or
30.2%
, to
$1.4 million
for the
nine months ended
September 30, 2019
from
$2.0 million
for the same period in
2018
, primarily driven by FDIC bank assessment credits.
Merger and restructuring expense
increase
d
$1.1 million
, or
5,013.6%
, to
$1.1 million
for the
three months ended September 30, 2019
from
$22 thousand
for the same period in
2018
, and decreased
$2.1 million
, or
65.5%
, to
$1.1 million
for the
nine months ended
September 30, 2019
from
$3.3 million
for the same period in
2018
, due to the First Ipswich Bank charter consolidation and the First Commons Bank acquisition in 2018.
Other non-interest expense
increased
$48.0 thousand
, or
1.6%
, to
$3.0 million
for the
three months ended September 30, 2019
from
$2.9 million
for the same period in
2018
, and
increased
$1.2 million
, or
12.7%
, to
$10.2 million
for the
nine months ended
September 30, 2019
from
$9.1 million
for the same period in
2018
, primarily due to increases in loan workout expense, deferred loan expense, and charitable contributions.
Provision for Income Taxes
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
2019
2018
2019
2018
(Dollars in Thousands)
Income before provision for income taxes
$
30,103
$
29,374
$
729
2.5
%
$
86,759
$
83,525
$
3,234
3.9
%
Provision for income taxes
7,507
6,140
1,367
22.3
%
21,182
19,134
2,048
10.7
%
Net income, before non-controlling interest in subsidiary
$
22,596
$
23,234
$
(638
)
(2.7
)%
$
65,577
$
64,391
$
1,186
1.8
%
Effective tax rate
24.9
%
20.9
%
N/A
19.1
%
24.4
%
22.9
%
N/A
6.6
%
The Company recorded income tax expense of
$7.5 million
for the
three months ended September 30, 2019
, compared to
$6.1 million
for the
three months ended September 30, 2018
, representing effective tax rates of
24.9%
and
20.9%
, respectively.
The Company recorded income tax expense of
$21.2 million
for the
nine months ended
September 30, 2019
, compared to
$19.1 million
for the
nine months ended
September 30, 2018
, representing effective tax rates of
24.4%
and
22.9%
, respectively.
The changes in the Company's effective tax rate for the three and
nine months ended
September 30, 2019
and
2018
were primarily driven by the changes in discrete items that were recognized during each period.
Liquidity and Capital Resources
Liquidity
Liquidity is defined as the ability to meet current and future financial obligations of a short-term nature. The Company further defines liquidity as the ability to respond to the needs of depositors and borrowers, as well as to earnings enhancement opportunities, in a changing marketplace. Liquidity management is monitored by an Asset/Liability Committee ("ALCO"), consisting of members of management, which is responsible for establishing and monitoring liquidity targets as well as strategies and tactics to meet these targets.
The primary source of funds for the payment of dividends and expenses by the Company is dividends paid to it by the Banks and Brookline Securities Corp. The primary sources of liquidity for the Banks consist of deposit inflows, loan repayments, borrowed funds, and maturing investment securities.
Deposits, which are considered the most stable source of liquidity, totaled
$5.7 billion
as of
September 30, 2019
and represented
85.3%
of total funding (the sum of total deposits and total borrowings), compared to deposits of
$5.5 billion
, or
85.6%
of total funding, as of
December 31, 2018
. Core deposits, which consist of demand checking, NOW, savings and money market accounts, totaled
$3.7 billion
as of
September 30, 2019
and represented
64.9%
of total deposits, compared to core deposits of
$3.7 billion
, or
67.2%
of total deposits, as of
December 31, 2018
. Additionally, the Company had
$338.2 million
of brokered deposits as of
September 30, 2019
, which represented
5.9%
of total deposits, compared to
$350.7 million
or
6.4%
of total deposits, as of
December 31, 2018
. The Company offers attractive interest rates based on market conditions to increase deposits balances, while managing cost of funds.
Borrowings are used to diversify the Company's funding mix and to support asset growth. When profitable lending and investment opportunities exist, access to borrowings provides a means to grow the balance sheet. Borrowings totaled
$986.4
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Table of Contents
million
as of
September 30, 2019
, representing
14.7%
of total funding, compared to
$920.5 million
, or
14.4%
of total funding, as of
December 31, 2018
.
As members of the FHLBB, the Banks have access to both short- and long-term borrowings. As of
September 30, 2019
, the Company's total borrowing limit from the FHLBB for advances and repurchase agreements was
$2.1 billion
, compared to
$2.1 billion
as of
December 31, 2018
, based on the level of qualifying collateral available for these borrowings.
As of
September 30, 2019
, the Banks also have access to funding through certain uncommitted lines of credit of
$475.0 million
.
The Company had a
$12.0 million
committed line of credit for contingent liquidity as of
September 30, 2019
. As of
September 30, 2019
, the Company did not have any borrowings on this committed line of credit outstanding.
The Company has access to the Federal Reserve Bank's "discount window" to supplement its liquidity. The Company has
$115.3 million
of borrowing capacity at the Federal Reserve Bank as of
September 30, 2019
. As of
September 30, 2019
, the Company did not have any outstanding borrowings with the Federal Reserve Bank.
Additionally, the Banks have access to liquidity through repurchase agreements and brokered deposits.
In general, the Company seeks to maintain a high degree of liquidity and targets cash, cash equivalents and investment securities available-for-sale balances of between
0%
and
10%
of total assets. As of
September 30, 2019
, cash, cash equivalents and investment securities available-for-sale totaled
$645.9 million
, or
8.2%
of total assets. This compares to
$592.4 million
, or
8.0%
of total assets as of
December 31, 2018
.
While management believes that the Company has adequate liquidity to meet its commitments and to fund the Banks' lending and investment activities, the availabilities of these funding sources are subject to broad economic conditions and could be restricted in the future. Such restrictions would impact the Company's immediate liquidity and/or additional liquidity needs.
Off-Balance-Sheet Financial Instruments
The Company is party to off-balance-sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credit and interest-rate swaps. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received.
The contract amounts reflect the extent of the involvement the Company has in particular classes of these instruments. Such commitments involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amount recognized in the consolidated balance sheet. The Company’s exposure to credit loss in the event of non-performance by the counterparty is represented by the contractual amount of the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
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Table of Contents
Financial instruments with off-balance-sheet risk at the dates indicated follow:
At September 30, 2019
At December 31, 2018
(In Thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to originate loans and leases:
Commercial real estate
$
75,280
$
76,642
Commercial
77,395
75,713
Residential mortgage
63,229
16,363
Unadvanced portion of loans and leases
795,285
707,997
Unused lines of credit:
Home equity
515,589
487,476
Other consumer
35,923
50,404
Other commercial
393
347
Unused letters of credit:
Financial standby letters of credit
10,521
11,491
Performance standby letters of credit
3,696
3,075
Commercial and similar letters of credit
4,648
4,573
Loan level derivatives:
Receive fixed, pay variable
992,476
714,500
Pay fixed, receive variable
992,476
714,500
Risk participation-out agreements
177,155
100,531
Risk participation-in agreements
56,096
35,838
Foreign exchange contracts:
Buys foreign currency, sells U.S. currency
1,315
6,573
Sells foreign currency, buys U.S. currency
1,420
6,582
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Table of Contents
Capital Resources
As of
September 30, 2019
, the Company and the Banks are each under the primary regulation of, and must comply with, the capital requirements of the FRB. Under these rules, the Company and the Banks are each required to maintain a minimum common equity Tier 1 capital to risk-weighted assets ratio of 4.5%, a minimum total Tier 1 capital to risk-weighted assets ratio of 6.0%, a minimum total capital to risk-weighted assets ratio of 8% and a minimum leverage ratio of 4%. Additionally, the Company and the Bank are required to establish a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases. As of
September 30, 2019
, the Company and the Banks exceeded all regulatory capital requirements, and the Banks were each considered “well-capitalized” under prompt corrective action regulations.
The following table presents actual and required capital amounts and capital ratios as of
September 30, 2019
for the Company and the Banks.
Actual
Minimum Required for Capital Adequacy Purposes
Minimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer
Minimum Required to be Considered
“Well-Capitalized” Under Prompt Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
At September 30, 2019:
Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio
(1)
$
766,645
11.26
%
$
306,386
4.50
%
$
476,600
7.00
%
N/A
N/A
Tier 1 leverage capital ratio
(2)
776,196
10.24
%
303,202
4.00
%
303,202
4.00
%
N/A
N/A
Tier 1 risk-based capital ratio
(3)
776,196
11.41
%
408,166
6.00
%
578,235
8.50
%
N/A
N/A
Total risk-based capital ratio
(4)
911,179
13.39
%
544,394
8.00
%
714,517
10.50
%
N/A
N/A
Brookline Bank
Common equity Tier 1 capital ratio
(1)
$
511,015
11.42
%
$
201,363
4.50
%
$
313,232
7.00
%
$
290,858
6.50
%
Tier 1 leverage capital ratio
(2)
511,015
10.53
%
194,118
4.00
%
194,118
4.00
%
242,647
5.00
%
Tier 1 risk-based capital ratio
(3)
511,015
11.42
%
268,484
6.00
%
380,353
8.50
%
357,979
8.00
%
Total risk-based capital ratio
(4)
551,310
12.32
%
357,994
8.00
%
469,866
10.50
%
447,492
10.00
%
BankRI
Common equity Tier 1 capital ratio
(1)
$
228,789
11.31
%
$
91,030
4.50
%
$
141,602
7.00
%
$
131,488
6.50
%
Tier 1 leverage capital ratio
(2)
228,789
9.82
%
93,193
4.00
%
93,193
4.00
%
116,491
5.00
%
Tier 1 risk-based capital ratio
(3)
228,789
11.31
%
121,373
6.00
%
171,946
8.50
%
161,831
8.00
%
Total risk-based capital ratio
(4)
246,964
12.20
%
161,944
8.00
%
212,551
10.50
%
202,430
10.00
%
First Ipswich
Common equity Tier 1 capital ratio
(1)
$
40,732
13.05
%
$
14,046
4.50
%
$
21,849
7.00
%
$
20,288
6.50
%
Tier 1 leverage capital ratio
(2)
40,732
10.66
%
15,284
4.00
%
15,284
4.00
%
19,105
5.00
%
Tier 1 risk-based capital ratio
(3)
40,732
13.05
%
18,727
6.00
%
26,530
8.50
%
24,970
8.00
%
Total risk-based capital ratio
(4)
43,243
13.86
%
24,960
8.00
%
32,760
10.50
%
31,200
10.00
%
_______________________________________________________________________________
(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.
(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.
(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.
(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.
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Table of Contents
The following table presents actual and required capital amounts and capital ratios as of
December 31, 2018
for the Company and the Banks under the regulatory capital rules then in effect.
Actual
Minimum Required for Capital Adequacy Purposes
Minimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer
Minimum Required To
Be Considered
“Well-Capitalized” Under Prompt Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
At December 31, 2018:
Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio
(1)
$
745,103
11.94
%
$
280,818
4.50
%
$
436,828
7.00
%
N/A
N/A
Tier 1 leverage capital ratio
(2)
765,089
10.58
%
289,259
4.00
%
289,259
4.00
%
N/A
N/A
Tier 1 risk-based capital ratio
(3)
765,089
12.26
%
374,432
6.00
%
530,445
8.50
%
N/A
N/A
Total risk-based capital ratio
(4)
899,563
14.42
%
499,064
8.00
%
655,022
10.50
%
N/A
N/A
Brookline Bank
Common equity Tier 1 capital ratio
(1)
$
495,798
12.06
%
$
184,999
4.50
%
$
287,777
7.00
%
$
267,221
6.50
%
Tier 1 leverage capital ratio
(2)
506,277
11.02
%
183,767
4.00
%
183,767
4.00
%
229,708
5.00
%
Tier 1 risk-based capital ratio
(3)
506,277
12.32
%
246,563
6.00
%
349,298
8.50
%
328,751
8.00
%
Total risk-based capital ratio
(4)
545,533
13.27
%
328,882
8.00
%
431,658
10.50
%
411,102
10.00
%
BankRI
Common equity Tier 1 capital ratio
(1)
$
209,670
11.37
%
$
82,983
4.50
%
$
129,084
7.00
%
$
119,864
6.50
%
Tier 1 leverage capital ratio
(2)
209,670
9.35
%
89,698
4.00
%
89,698
4.00
%
112,123
5.00
%
Tier 1 risk-based capital ratio
(3)
209,670
11.37
%
110,644
6.00
%
156,745
8.50
%
147,525
8.00
%
Total risk-based capital ratio
(4)
227,674
12.35
%
147,481
8.00
%
193,569
10.50
%
184,351
10.00
%
First Ipswich
Common equity Tier 1 capital ratio
(1)
$
39,655
13.91
%
$
12,829
4.50
%
$
19,956
7.00
%
$
18,530
6.50
%
Tier 1 leverage capital ratio
(2)
39,655
9.59
%
16,540
4.00
%
16,540
4.00
%
20,675
5.00
%
Tier 1 risk-based capital ratio
(3)
39,655
13.91
%
17,105
6.00
%
24,232
8.50
%
22,807
8.00
%
Total risk-based capital ratio
(4)
42,944
15.06
%
22,812
8.00
%
29,941
10.50
%
28,515
10.00
%
_______________________________________________________________________________
(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.
(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.
(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.
(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.
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Table of Contents
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
Market risk is the risk that the market value or estimated fair value of the Company's assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that the Company's net income will be significantly reduced by interest-rate changes.
Interest-Rate Risk
The principal market risk facing the Company is interest-rate risk, which can occur in a variety of forms, including repricing risk, yield-curve risk, basis risk, and prepayment risk. Repricing risk occurs when the change in the average yield of either interest-earning assets or interest-bearing liabilities is more sensitive than the other to changes in market interest rates. Such a change in sensitivity could reflect a number of possible mismatches in the repricing opportunities of the Company's assets and liabilities. Yield-curve risk reflects the possibility that changes in the shape of the yield curve could have different effects on the Company's assets and liabilities. Basis risk occurs when different parts of the balance sheet are subject to varying base rates reflecting the possibility that the spread from those base rates will deviate. Prepayment risk is associated with financial instruments with an option to prepay before the stated maturity, often a disadvantage to person selling the option; this risk is most often associated with the prepayment of loans, callable investments, and callable borrowings.
Asset/Liability Management
Market risk and interest-rate risk management is governed by the Company's Asset/Liability Committee ("ALCO"). The ALCO establishes exposure limits that define the Company's tolerance for interest-rate risk. The ALCO and the Company's Treasury Group measure and manage the composition of the balance sheet over a range of possible changes in interest rates while remaining responsive to market demand for loan and deposit products. The ALCO monitors current exposures versus limits and reports those results to the Board of Directors. The policy limits and guidelines serve as benchmarks for measuring interest-rate risk and for providing a framework for evaluation and interest-rate risk-management decision-making. The Company measures its interest-rate risk by using an asset/liability simulation model. The model considers several factors to determine the Company's potential exposure to interest-rate risk, including measurement of repricing gaps, duration, convexity, value-at-risk, market value of portfolio equity under assumed changes in the level of interest rates, the shape of yield curves, and general market volatility.
Management controls the Company's interest-rate exposure using several strategies, which include adjusting the maturities of securities in the Company's investment portfolio, limiting or expanding the terms of loans originated, limiting fixed-rate deposits with terms of more than five years, and adjusting maturities of FHLBB advances. The Company limits this risk by restricting the types of MBSs it invests in to those with limited average life changes under certain interest-rate-shock scenarios, or securities with embedded prepayment penalties. The Company also places limits on holdings of fixed-rate mortgage loans with maturities greater than five years. The Company may also use derivative instruments, principally interest-rate swaps, to manage its interest-rate risk; however, the Company had no derivative fair value hedges or derivative cash flows hedges as of
September 30, 2019
or
December 31, 2018
. See Note 8, “Derivatives and Hedging Activities,” to the unaudited consolidated financial statements.
Measuring Interest-Rate Risk
As noted above, interest-rate risk can be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest-rate sensitivity gap. An asset or liability is said to be interest-rate sensitive within a specific period if it will mature or reprice within that period. The interest-rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest-rate-sensitive assets exceeds the amount of interest-rate-sensitive liabilities. A gap is considered negative when the amount of interest-rate-sensitive liabilities exceeds the amount of interest-rate-sensitive assets. During a period of falling interest rates, therefore, a positive gap would tend to adversely affect net interest income. Conversely, during a period of rising interest rates, a positive gap position would tend to result in an increase in net interest income.
The Company's interest-rate risk position is measured using both income simulation and interest-rate sensitivity "gap" analysis. Income simulation is the primary tool for measuring the interest-rate risk inherent in the Company's balance sheet at a given point in time by showing the effect on net interest income, over a twelve-month period, of a variety of interest-rate shocks. These simulations take into account repricing, maturity, and prepayment characteristics of individual products. The ALCO reviews simulation results to determine whether exposure resulting from changes in market interest rates remains within
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Table of Contents
established tolerance levels over a twelve-month horizon, and develops appropriate strategies to manage this exposure. The Company's interest-rate risk analysis remains modestly asset-sensitive as of
September 30, 2019
.
The assumptions used in the Company’s interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates.
As of
September 30, 2019
, net interest income simulation indicated that the Company's exposure to changing interest rates was within tolerance. The ALCO reviews the methodology utilized for calculating interest-rate risk exposure and may periodically adopt modifications to this methodology. The following table presents the estimated impact of interest-rate changes on the Company's estimated net interest income over the twelve-month periods indicated:
Estimated Exposure to Net Interest Income
over Twelve-Month Horizon Beginning
September 30, 2019
December 31, 2018
Change in Interest Rate Levels
Dollar
Change
Percent
Change
Dollar
Change
Percent
Change
(Dollars in Thousands)
Up 300 basis points shock
$
30,191
11.9
%
$
20,134
8.0
%
Up 200 basis points ramp
12,312
4.9
%
9,353
3.7
%
Up 100 basis points ramp
6,178
2.4
%
4,982
2.0
%
Down 100 basis points ramp
(10,891
)
(4.3
)%
(9,894
)
(3.9
)%
The estimated impact of a 300 basis point increase in market interest rates on the Company's estimated net interest income over a twelve-month horizon was a
positive
11.9%
as of
September 30, 2019
, compared to a
positive
8.0%
as of
December 31, 2018
. The slight increase in asset sensitivity was due to a change in the funding mix, as core deposits replaced wholesale borrowings.
The Company also uses interest-rate sensitivity “gap” analysis to provide a more general overview of its interest-rate risk profile. The interest-rate sensitivity gap is defined as the difference between interest-earning assets and interest-bearing
liabilities maturing or repricing within a given time period. At
September 30, 2019
, the Company’s one-year cumulative gap was a
negative
$4.7 million
, or
0.06%
of total interest-earning assets, compared with a
positive
$12.4 million
, or
0.18%
of total interest-earning assets, at
December 31, 2018
.
The assumptions used in the Company's interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates. For additional discussion on interest-rate risk see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s
2018
Annual Report on Form 10-K.
Economic Value of Equity ("EVE") at Risk Simulation is conducted in tandem with net interest income simulations to ascertain a longer term view of the Company’s interest-rate risk position by capturing longer-term repricing risk and options risk embedded in the balance sheet. It measures the sensitivity of the economic value of equity to changes in interest rates. The EVE at Risk Simulation values only the current balance sheet and does not incorporate growth assumptions. As with the net interest income simulation, this simulation captures product characteristics such as loan resets, repricing terms, maturity dates, and rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity, and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. The Company conducts non-maturity deposit behavior studies on a periodic basis to support deposit assumptions used in the valuation process. All key assumptions are subject to a periodic review.
EVE at Risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates as well as parallel shocks to the current interest-rate environment. The following table sets forth the estimated percentage change in the Company’s EVE at Risk, assuming various shifts in interest rates. Given the interest rate environment as of
September 30, 2019
, simulations for interest rate declines of more than 100 basis points were not deemed to be meaningful.
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Table of Contents
Estimated Percent Change in Economic Value of Equity
Parallel Shock in Interest Rate Levels
At September 30, 2019
At December 31, 2018
Up 300 basis points
8.8
%
2.5
%
Up 200 basis points
7.2
%
2.5
%
Up 100 basis points
4.3
%
2.1
%
Down 100 basis points
(8.4
)%
(7.0
)%
The Company's EVE sensitivity increased from
December 31, 2018
to
September 30, 2019
due to the shortened duration of the loan and investment portfolios as well as the lengthening of the deposit base.
Item 4. Controls and Procedures
Controls and Procedures
Under the supervision and with the participation of the Company’s Management, including the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer considered that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s Management, including its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in the Company's internal control over financial reporting identified in connection with the quarterly evaluation that occurred during the Company's last fiscal quarter that has materially and detrimentally affected, or is reasonably likely to materially and detrimentally affect, the Company's internal controls over financial reporting.
The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a -15(f). The Company’s internal control system was designed to provide reasonable assurance to its Management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s Management assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting as of
December 31, 2018
and the related Report of Independent Registered Public Accounting Firm thereon appear on pages F-1 and F-2 of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
.
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Table of Contents
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings other than those that arise in the normal course of business. In the opinion of Management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2018
.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a) Not applicable.
b) Not applicable.
c) None.
Item 3. Defaults Upon Senior Securities
a) None.
b) None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits
Exhibit 31.1*
Certification of Chief Executive Officer
Exhibit 31.2*
Certification of Chief Financial Officer
Exhibit 32.1**
Section 1350 Certification of Chief Executive Officer
Exhibit 32.2**
Section 1350 Certification of Chief Financial Officer
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
_______________________________________________________________________________
* Filed herewith
** Furnished herewith
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BROOKLINE BANCORP, INC.
Date: November 6, 2019
By:
/s/ Paul A. Perrault
Paul A. Perrault
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 6, 2019
By:
/s/ Carl M. Carlson
Carl M. Carlson
Chief Financial Officer
(Principal Financial Officer)
100