Brookline Bancorp(BRKL) - 2020 Q3 - Quarterly Report

Part I Financial Information Unaudited Consolidated Balance Sheets The consolidated balance sheets show Brookline Bancorp, Inc.'s financial position as of September 30, 2020, with total assets increasing to $9.00 billion, driven by higher cash, investment securities, and loans, alongside a corresponding rise in deposits and borrowed funds | Metric | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | | :------------------------------------ | :---------------------- | :---------------------- | | Total Assets | $9,000.19 | $7,856.85 | | Total Cash and Cash Equivalents | $317.33 | $77.79 | | Total Loans and Leases | $7,396.36 | $6,737.82 | | Allowance for Loan and Lease Losses | $(119.97) | $(61.08) | | Total Deposits | $6,792.52 | $5,830.07 | | Total Liabilities | $8,064.63 | $6,911.25 | | Total Stockholders' Equity | $935.56 | $945.61 | Unaudited Consolidated Statements of Income The consolidated statements of income show a decrease in net income for both the three and nine months ended September 30, 2020, primarily due to a significant increase in the provision for credit losses, despite a slight increase in net interest income Three Months Ended September 30 | Metric | 2020 (Millions) | 2019 (Millions) | Change (Millions) | % Change | | :------------------------------------------ | :-------------- | :-------------- | :---------------- | :------- | | Total Interest and Dividend Income | $80.70 | $87.91 | $(7.20) | -8.19% | | Total Interest Expense | $14.77 | $24.67 | $(9.90) | -40.15% | | Net Interest Income | $65.94 | $63.24 | $2.70 | 4.27% | | Provision for Credit Losses | $4.53 | $0.87 | $3.66 | 419.86% | | Total Non-Interest Income | $4.86 | $7.93 | $(3.07) | -38.68% | | Total Non-Interest Expense | $40.95 | $40.19 | $0.76 | 1.88% | | Net Income Attributable to Brookline Bancorp, Inc. | $18.68 | $22.60 | $(3.92) | -17.33% | | Basic EPS | $0.24 | $0.28 | $(0.04) | -14.29% | | Diluted EPS | $0.24 | $0.28 | $(0.04) | -14.29% | Nine Months Ended September 30 | Metric | 2020 (Millions) | 2019 (Millions) | Change (Millions) | % Change | | :------------------------------------------ | :-------------- | :-------------- | :---------------- | :------- | | Total Interest and Dividend Income | $246.35 | $260.18 | $(13.83) | -5.31% | | Total Interest Expense | $54.41 | $70.81 | $(16.40) | -23.15% | | Net Interest Income | $191.94 | $189.37 | $2.57 | 1.36% | | Provision for Credit Losses | $63.99 | $5.98 | $58.01 | 969.87% | | Total Non-Interest Income | $20.43 | $22.04 | $(1.61) | -7.31% | | Total Non-Interest Expense | $120.81 | $118.67 | $2.14 | 1.80% | | Net Income Attributable to Brookline Bancorp, Inc. | $20.97 | $65.53 | $(44.56) | -68.00% | | Basic EPS | $0.27 | $0.82 | $(0.55) | -67.07% | | Diluted EPS | $0.27 | $0.82 | $(0.55) | -67.07% | Unaudited Consolidated Statements of Comprehensive Income (Loss) The consolidated statements of comprehensive income (loss) show a significant decrease in comprehensive income for both the three and nine months ended September 30, 2020, compared to the same periods in 2019, despite an increase in net unrealized securities holding gains for the nine-month period Three Months Ended September 30 | Metric | 2020 (Millions) | 2019 (Millions) | Change (Millions) | % Change | | :------------------------------------------ | :-------------- | :-------------- | :---------------- | :------- | | Net Income before Noncontrolling Interest | $18.68 | $22.60 | $(3.92) | -17.33% | | Net Unrealized Securities Holding Gains (Losses) | $(0.76) | $1.63 | $(2.40) | -146.70% | | Other Comprehensive (Loss) Income, net of taxes | $(0.76) | $1.63 | $(2.39) | -146.27% | | Comprehensive (Loss) Income | $17.92 | $24.23 | $(6.31) | -26.03% | Nine Months Ended September 30 | Metric | 2020 (Millions) | 2019 (Millions) | Change (Millions) | % Change | | :------------------------------------------ | :-------------- | :-------------- | :---------------- | :------- | | Net Income before Noncontrolling Interest | $20.97 | $65.58 | $(44.61) | -68.01% | | Net Unrealized Securities Holding Gains (Losses) | $16.49 | $12.24 | $4.26 | 34.79% | | Other Comprehensive Income, net of taxes | $16.50 | $12.24 | $4.26 | 34.85% | | Comprehensive Income | $37.47 | $77.81 | $(40.34) | -51.84% | Unaudited Consolidated Statements of Changes in Stockholders' Equity The consolidated statements of changes in stockholders' equity show a decrease in total stockholders' equity from December 31, 2019, to September 30, 2020, primarily influenced by common stock dividends, treasury stock repurchases, and the adoption of ASU 2016-13 (CECL), partially offset by net income and other comprehensive income Changes in Stockholders' Equity (Nine Months Ended September 30, 2020) | Metric | Amount (Millions) | | :------------------------------------------ | :---------------- | | Balance at December 31, 2019 | $945.61 | | Net income attributable to Brookline Bancorp, Inc. | $20.97 | | Other comprehensive income | $16.50 | | Common stock dividends ($0.345 per share) | $(27.34) | | Treasury stock, repurchase shares | $(10.41) | | Adoption of ASU 2016-13 (CECL) | $(11.52) | | Balance at September 30, 2020 | $935.56 | Unaudited Consolidated Statements of Cash Flows The consolidated statements of cash flows indicate a net increase in cash and cash equivalents for the nine months ended September 30, 2020, primarily driven by significant cash inflows from financing activities, which offset substantial cash outflows from investing activities Cash Flows from Operating Activities (Nine Months Ended September 30) | Period | Amount (Millions) | | :----- | :---------------- | | Sep 30, 2020 | $70.77 | | Sep 30, 2019 | $95.56 | Cash Flows from Investing Activities (Nine Months Ended September 30) | Period | Amount (Millions) | | :----- | :---------------- | | Sep 30, 2020 | $(857.23) | | Sep 30, 2019 | $(283.16) | Cash Flows from Financing Activities (Nine Months Ended September 30) | Period | Amount (Millions) | | :----- | :---------------- | | Sep 30, 2020 | $1,026.00 | | Sep 30, 2019 | $276.55 | Net Increase in Cash and Cash Equivalents (Nine Months Ended September 30) | Period | Amount (Millions) | | :----- | :---------------- | | Sep 30, 2020 | $239.54 | | Sep 30, 2019 | $88.95 | Cash and Cash Equivalents at End of Period | Period | Amount (Millions) | | :----- | :---------------- | | Sep 30, 2020 | $317.33 | | Sep 30, 2019 | $178.53 | Notes to Unaudited Consolidated Financial Statements This section provides detailed disclosures and explanations for the unaudited consolidated financial statements, covering the basis of presentation, significant accounting policies, recent accounting pronouncements, and specific financial instrument details, including the impact of the COVID-19 pandemic on credit losses and loan modifications (1) Basis of Presentation This note outlines the Company's structure as a bank holding company for Brookline Bank and Bank Rhode Island, detailing their primary business activities in commercial, business, and retail banking services, and explains the basis of financial statement preparation, including the use of GAAP and the impact of ASU 2016-13 (CECL) - Brookline Bancorp, Inc. operates as a bank holding company for Brookline Bank and Bank Rhode Island, providing commercial, business, and retail banking services[23] - First Ipswich Bank merged into Brookline Bank on February 15, 2020, retaining all six branch locations under the Brookline Bank brand[23][37] - The Company adopted ASU 2016-13 (CECL) on January 1, 2020, resulting in a $6.6 million increase in allowance for loan and lease losses and an $8.9 million increase in reserve for unfunded commitments, leading to an $11.5 million after-tax decrease in retained earnings[35] - ASU 2018-13 was adopted effective January 1, 2020, with no material impact on the Company's consolidated financial statements[36] (2) Acquisitions and Mergers This note details the merger of First Ipswich Bank into Brookline Bank on February 15, 2020, which was a tax-free reorganization with minimal customer impact, retaining all six branch locations under the Brookline Bank brand - The merger of First Ipswich Bank with and into Brookline Bank was completed on February 15, 2020[37] - The merger qualified as a tax-free reorganization for federal income tax purposes with minimal impact to customers[37] - All six of First Ipswich Bank's branch locations were retained and converted to Brookline Bank branches[37] (3) Investment Securities This note provides a detailed breakdown of the Company's investment securities portfolio, including available-for-sale, held-to-maturity, and held-for-trading securities, highlighting the adoption of Topic 326 (CECL) for credit loss assessment and the reclassification of held-to-maturity securities due to COVID-19 economic uncertainty - Effective January 1, 2020, the Company adopted ASU 2016-13 (Topic 326) using the modified retrospective method, recognizing a de minimis allowance for credit loss on available-for-sale debt securities[41] Investment Securities Available-for-Sale (AFS) | Metric | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | Change (Millions) | % Change | | :-------------------- | :---------------------- | :---------------------- | :---------------- | :------- | | Fair Value | $783.9 | $499.0 | $284.9 | 57.09% | | Net Unrealized Gains | $24.0 | $2.8 | $21.2 | 757.14% | - Effective June 30, 2020, all investment securities classified as held-to-maturity were reclassified as available-for-sale due to economic uncertainty created by the COVID-19 pandemic[43] Equity Securities Held-for-Trading | Metric | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | Change (Millions) | % Change | | :-------------------- | :---------------------- | :---------------------- | :---------------- | :------- | | Fair Value | $0.5 | $3.6 | $(3.1) | -86.11% | Security Sales (Nine Months Ended September 30, 2020) | Metric | Amount (Thousands) | | :----------------------------------------------------------------- | :----------------- | | Proceeds from sale of trust preferred, marketable and restricted equity securities | $518 | | Sales of AFS and trading securities | $142,711 | | Gross gains from securities sales | $3,412 | | Gross losses from securities sales | $(175) | | Gain on sales of securities, net | $3,237 | (4) Loans and Leases This note details the Company's loan and lease portfolio, showing an increase in total loans and leases, particularly in commercial loans, while consumer loans slightly decreased, and discusses the impact of CECL adoption on acquired loans and the geographic distribution of equipment financing Loans and Leases Portfolio (September 30, 2020 vs. December 31, 2019) | Category | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | Change (Millions) | % Change | | :-------------------------- | :---------------------- | :---------------------- | :---------------- | :------- | | Commercial real estate loans | $3,835.37 | $3,669.22 | $166.15 | 4.53% | | Commercial loans and leases | $2,354.61 | $1,838.75 | $515.87 | 28.06% | | Consumer loans | $1,206.37 | $1,229.85 | $(23.47) | -1.91% | | Total loans and leases | $7,396.36 | $6,737.82 | $658.54 | 9.77% | | Weighted Average Coupon Rate | 3.99% | 4.88% | -0.89% | -18.24% | - The net unamortized deferred loan origination costs decreased to $0.4 million at September 30, 2020, from $15.7 million at December 31, 2019, primarily due to net unamortized deferred origination fees for SBA's Payment Protection Program (PPP) loans[82] - Equipment financing loans are primarily concentrated in the greater New York and New Jersey metropolitan area (28.0%) and other areas in the United States (72.0%)[83] - As of September 30, 2020, $3.5 billion of loans and leases were pledged as collateral, compared to $2.9 billion at September 30, 2019[88] (5) Allowance for Loan and Lease Losses This note details the changes in the allowance for loan and lease losses (ALLL) by portfolio segment, highlighting the significant impact of the CECL adoption on January 1, 2020, which increased the ALLL, and covers the provision for credit losses, credit quality assessment, and the effects of COVID-19 related loan modifications Allowance for Loan and Lease Losses (ALLL) (September 30, 2020 vs. December 31, 2019) | Metric | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | | :------------------------------------ | :---------------------- | :---------------------- | | Balance at Period End | $119.97 | $61.08 | | Increase due to CECL Adoption (Jan 1, 2020) | $6.63 | N/A | Provision for Credit Losses (Nine Months Ended September 30) | Metric | 2020 (Millions) | 2019 (Millions) | Change (Millions) | % Change | | :------------------------------------ | :-------------- | :-------------- | :---------------- | :------- | | Total Provision for Loan and Lease Losses | $60.84 | $5.99 | $54.85 | 915.3% | | Unfunded Credit Commitments | $3.15 | $(0.01) | $3.16 | 28754.5% | | Total Provision for Credit Losses | $63.99 | $5.98 | $58.01 | 969.9% | - The Company implemented the CECL methodology on January 1, 2020, to calculate the allowance for credit losses, incorporating lifetime expected losses, future forecasting, and probability-weighted economic forecasts, including the impact of the COVID-19 pandemic[100][104] - As of September 30, 2020, total loans and leases past due greater than 90 days and nonaccrual amounted to $37.95 million[140] Troubled Debt Restructurings (TDRs) | Metric | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | | :-------------------------- | :---------------------- | :---------------------- | | Total Troubled Debt Restructurings | $17.05 | $23.18 | | Change | $(6.13) | N/A | - As of September 30, 2020, the Company granted 5,254 short-term deferments on loan and lease balances of $1.2 billion due to the COVID-19 pandemic; 4,344 loans ($956.7 million) have returned to payment status, and 910 loans ($279.6 million) remain on deferral, not classified as TDRs under CARES Act relief[183] (6) Goodwill and Other Intangible Assets This note details the Company's goodwill and other intangible assets, which remained stable at $160.4 million for goodwill, while other intangible assets, primarily core deposits and trade name, decreased slightly due to amortization Goodwill and Other Intangible Assets (Millions) | Metric | Sep 30, 2020 | Dec 31, 2019 | | :------------------------------------ | :----------- | :----------- | | Goodwill | $160.43 | $160.43 | | Other Intangible Assets | $3.46 | $4.42 | | Total Goodwill and Other Intangible Assets | $163.89 | $164.85 | - The weighted-average amortization period for the core deposit intangible is 6.21 years[185] Estimated Aggregate Future Amortization Expense for Other Intangible Assets (Thousands) | Period | Amount | | :-------------------- | :----- | | Remainder of 2020 | $312 | | Year ending 2021 | $857 | | Year ending 2022 | $500 | | Year ending 2023 | $268 | | Year ending 2024 | $158 | | Year ending 2025 | $104 | | Thereafter | $176 | | Total | $2,375 | (7) Accumulated Other Comprehensive Income (Loss) This note outlines the components of accumulated other comprehensive income (loss), primarily consisting of unrealized holding gains (losses) on available-for-sale investment securities and adjustments for postretirement benefits, with the balance increasing significantly for the nine months ended September 30, 2020, driven by unrealized gains on investment securities Accumulated Other Comprehensive Income (September 30, 2020) | Component | Amount (Millions) | | :------------------------------------------ | :---------------- | | Investment Securities Available-for-Sale | $18.69 | | Net Change in Fair Value of Cash Flow Hedges | $0.01 | | Postretirement Benefits | $0.08 | | Total Accumulated Other Comprehensive Income | $18.78 | - For the nine months ended September 30, 2020, other comprehensive income increased by $19.02 million, primarily driven by $19.01 million from investment securities available-for-sale and $0.01 million from cash flow hedges[191] (8) Derivatives and Hedging Activities This note describes the Company's use of derivative financial instruments, including loan level interest rate swaps, risk participation agreements, and foreign exchange contracts, primarily to manage interest rate risk for commercial banking customers and its own balance sheet, detailing their fair value and collateral requirements - The Company utilizes loan level derivative products (interest rate swaps), risk participation agreements, and foreign exchange contracts to manage interest rate risk for commercial banking customers and its own exposure[192][197][198] Fair Value of Derivatives (September 30, 2020, Millions) | Category | Asset Derivatives | Liability Derivatives | | :------------------------------------------ | :---------------- | :-------------------- | | Derivatives designated as hedging instruments (Interest rate derivatives) | $0.01 | $0.00 | | Derivatives not designated as hedging instruments (Loan level derivatives) | $149.74 | $149.74 | | Derivatives not designated as hedging instruments (Risk participation-out/in agreements) | $2.19 | $0.43 | | Derivatives not designated as hedging instruments (Foreign exchange contracts) | $0.03 | $0.02 | - The Company posted $164.0 million in collateral to dealer counterparties as of September 30, 2020, an increase from $86.5 million at December 31, 2019[207] (9) Stock Based Compensation This note outlines the Company's two active equity plans (2011 RSA and 2014 Plan) designed to attract, retain, and reward employees and directors, detailing the vesting schedules for time-based and performance-based shares and reporting the total compensation expense for these plans - The Company has two active equity plans: the 2011 Restricted Stock Award Plan (500,000 authorized shares) and the 2014 Equity Incentive Plan (1,750,000 authorized shares)[214] - Vesting schedules include 50% time-based shares (ratably over three years) and 50% performance-based shares (cliff vesting after three years based on performance targets against a peer group)[215] Shares Issued Upon Satisfaction of Required Conditions | Period | 2020 | 2019 | | :------------------------------------------ | :----- | :----- | | Three Months Ended September 30 | 268,936 | 212,460 | | Nine Months Ended September 30 | 268,936 | 212,460 | Total Expense for Stock Based Compensation Plans (Millions) | Period | 2020 | 2019 | | :------------------------------------------ | :----- | :----- | | Three Months Ended September 30 | $0.7 | $0.8 | | Nine Months Ended September 30 | $2.1 | $2.5 | (10) Earnings per Share ("EPS") This note provides a reconciliation of basic and diluted earnings per share (EPS) for the three and nine months ended September 30, 2020 and 2019, showing a decrease in EPS across all periods Earnings Per Common Share (Three Months Ended September 30) | Metric | 2020 | 2019 | Change | % Change | | :------------------------------------------ | :--- | :--- | :----- | :------- | | Basic EPS | $0.24 | $0.28 | $(0.04) | -14.29% | | Diluted EPS | $0.24 | $0.28 | $(0.04) | -14.29% | | Net Income (Millions) | $18.68 | $22.60 | $(3.92) | -17.33% | Earnings Per Common Share (Nine Months Ended September 30) | Metric | 2020 | 2019 | Change | % Change | | :------------------------------------------ | :--- | :--- | :----- | :------- | | Basic EPS | $0.27 | $0.82 | $(0.55) | -67.07% | | Diluted EPS | $0.27 | $0.82 | $(0.55) | -67.07% | | Net Income (Millions) | $20.97 | $65.53 | $(44.56) | -68.00% | (11) Fair Value of Financial Instruments This note details the fair value measurements of the Company's financial instruments, categorizing them into Level 1, 2, or 3 based on the observability of inputs, covering recurring fair value measurements for investment securities and derivatives, as well as non-recurring measurements for impaired loans and repossessed assets - The Company categorizes financial instruments into a three-level hierarchy (Level 1, 2, or 3) based on the observability of valuation inputs[224] Assets Measured at Fair Value on a Recurring Basis (September 30, 2020, Millions) | Asset Type | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------ | :------ | :------ | :------ | :------ | | Investment securities available-for-sale | $0.00 | $783.87 | $0.00 | $783.87 | | Equity securities held-for-trading | $0.00 | $0.53 | $0.00 | $0.53 | | Derivatives designated as hedging instruments | $0.00 | $0.01 | $0.00 | $0.01 | | Derivatives not designated as hedging instruments | $0.00 | $151.96 | $0.00 | $151.96 | Assets Measured at Fair Value on a Non-Recurring Basis (September 30, 2020, Millions) | Asset Type | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------ | :------ | :------ | :------ | :------ | | Collateral-dependent impaired loans and leases | $0.00 | $0.00 | $8.84 | $8.84 | | Repossessed assets | $0.00 | $1.41 | $0.00 | $1.41 | - No transfers between levels for assets and liabilities recorded at fair value on a recurring basis occurred during the three and nine months ended September 30, 2020 and 2019[237] (12) Commitments and Contingencies This note details the Company's off-balance sheet financial instruments, including loan commitments, letters of credit, and derivatives, which represent credit and interest-rate risks, and outlines lease commitments for office space and other assets, confirming no material legal proceedings - The Company is party to off-balance sheet financial instruments, including loan commitments, standby and commercial letters of credit, and loan level derivatives, which involve elements of credit risk and interest-rate risk[254] Financial Instruments Whose Contract Amounts Represent Credit Risk (September 30, 2020, Millions) | Instrument Type | Amount | | :------------------------------------------ | :------- | | Commitments to originate loans and leases | $230.29 | | Unadvanced portion of loans and leases | $812.75 | | Unused lines of credit | $595.11 | | Unused letters of credit | $25.76 | | Loan level derivatives (Notional principal amounts) | $2,487.59 | | Risk participation-out agreements | $254.58 | | Risk participation-in agreements | $60.87 | | Foreign exchange contracts (Notional amounts) | $3.03 | Operating Lease Information (September 30, 2020) | Metric | Amount (Millions) | | :------------------------------------------ | :---------------- | | Operating lease right-of-use assets | $23.49 | | Operating lease liabilities | $23.49 | | Weighted Average Remaining Lease Term | 7.04 years | | Weighted Average Discount Rate | 3.2% | - Management believes that the Company's consolidated financial position and results of operations are not expected to be materially affected by the outcome of various outstanding legal proceedings in the normal course of business[270] (13) Revenue from Contracts with Customers This note explains the Company's revenue recognition policies under ASC Topic 606, distinguishing between revenue recognized at a point in time (transactional fees) and over time (commissions, service charges), and clarifies that a substantial portion of the Company's revenue, such as interest income and loan derivative income, is excluded from Topic 606 - Revenue from contracts with customers is measured based on consideration specified in the contract, excluding amounts collected on behalf of third parties, and recognized when performance obligations are satisfied[271] - A substantial portion of the Company's revenue, including interest income on loans and investment securities, loan derivative income, and gains on loan and investment sales, is excluded from the scope of Topic 606[274] - Revenue recognized at a point in time includes transactional fees such as card interchange fees, ATM fees, wire transfer fees, overdraft charge fees, stop-payment and returned check fees, and loan fees[277] - Revenue recognized over time includes commissions on investments, insurance sales, and service charges on deposit accounts, generally recognized monthly as services are performed[278] (14) Subsequent Events This note discloses subsequent events, including the continued impact of COVID-19 related loan modifications under the CARES Act and the resumption of the Company's stock repurchase program - As of the filing date, the Company granted 5,246 short-term deferrals on loan and lease balances of $1.2 billion due to the COVID-19 pandemic, which are not categorized as troubled debt restructurings under CARES Act relief[279] - The Board of Directors approved the resumption of the stock repurchase program on October 28, 2020, to be completed by December 31, 2020, after its suspension on March 24, 2020[280] - As of September 30, 2020, the Company repurchased 848,319 shares at a weighted average price of $12.27 under the stock repurchase program[280] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial performance and condition, including an executive overview of growth, asset quality, capital strength, and net income, and discusses critical accounting policies, recent accounting developments, and the significant impact of the COVID-19 pandemic Forward-Looking Statements This subsection serves as a cautionary note, identifying statements that are not historical facts as forward-looking and subject to various risks and uncertainties, including the negative impacts of the COVID-19 pandemic, economic conditions, interest rate changes, and regulatory shifts - Statements in this report that are not historical facts are considered forward-looking and involve risks and uncertainties, identifiable by words like 'may,' 'will,' 'should,' 'could,' 'would,' 'plan,' 'potential,' 'estimate,' 'project,' 'believe,' 'intend,' 'anticipate,' 'expect,' 'target' and similar expressions[282] - Key risks include the negative impacts of the COVID-19 pandemic on business operations, credit quality, financial position, liquidity, and results of operations; continued deterioration in economic conditions; changes in interest rates; competitive pressures; and regulatory changes[283] - The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the statements are made[283] Introduction This introduction provides an overview of Brookline Bancorp, Inc. as a multi-bank holding company focused on commercial lending in New England, emphasizing its strategy for organic growth, customer focus, multi-bank structure, and risk management, and addresses the challenging operating environment, regulatory oversight, and the impact of the CARES Act and COVID-19 related loan modifications - Brookline Bancorp, Inc. operates as a commercially-focused financial institution with 50 full-service banking offices in greater Boston, Massachusetts, and Rhode Island, offering a wide range of commercial, business, and retail banking services[284] - The Company focuses on profitably growing its commercial lending businesses, both organically and through acquisitions, by developing long-term banking relationships and employing strong risk management[285] - The CARES Act introduced the Paycheck Protection Program (PPP), under which the Company funded 2,922 loans totaling $581.7 million (with $568.4 million outstanding at September 30, 2020), fully guaranteed by the U.S. government[291] - Under CARES Act relief, the Company granted 5,254 short-term deferments on $1.2 billion in loan and lease balances due to COVID-19; 4,344 loans ($956.7 million) have returned to payment status, and 910 loans ($279.6 million) remain on deferral, not classified as troubled debt restructurings[292] Selected Financial Data This section presents a snapshot of key financial data, performance ratios, asset quality ratios, and capital ratios for Brookline Bancorp, Inc. across several quarterly periods, highlighting trends in earnings, asset quality, and capital strength Per Common Share Data (September 30, 2020) | Metric | Amount | | :------------------------------------------ | :----- | | Earnings per share - Basic | $0.24 | | Earnings per share - Diluted | $0.24 | | Book value per share (end of period) | $11.84 | | Tangible book value per share (end of period) | $9.77 | | Dividends paid per common share | $0.115 | | Stock price (end of period) | $8.65 | Performance Ratios (September 30, 2020) | Metric | Amount | | :------------------------------------------ | :------- | | Net interest margin (taxable equivalent basis) | 3.08% | | Return on average assets | 0.83% | | Return on average tangible assets | 0.84% | | Return on average stockholders' equity | 7.99% | | Return on average tangible stockholders' equity | 9.70% | | Dividend payout ratio | 48.67% | | Efficiency ratio | 57.83% | Asset Quality Ratios (September 30, 2020) | Metric | Amount | | :------------------------------------------ | :------- | | Net loan and lease charge-offs as a percentage of average loans and leases (annualized) | 0.27% | | Nonperforming loans and leases as a percentage of total loans and leases | 0.51% | | Nonperforming assets as a percentage of total assets | 0.44% | | Total allowance for loan and lease losses as a percentage of total loans and leases | 1.62% | Financial Condition Data (September 30, 2020, Millions) | Metric | Amount | | :------------------------------------------ | :----------- | | Total assets | $9,000.19 | | Total loans and leases | $7,396.36 | | Allowance for loan and lease losses | $119.97 | | Total deposits | $6,792.52 | | Total borrowed funds | $1,005.05 | | Stockholders' equity | $935.56 | Executive Overview This overview highlights the Company's financial performance and condition, noting significant asset and deposit growth, an increase in the allowance for loan and lease losses due to CECL adoption and macroeconomic forecasts, and a decrease in net income primarily driven by higher credit loss provisions - Total assets increased by $1.1 billion (19.4% annualized) to $9.0 billion as of September 30, 2020, from December 31, 2019, primarily driven by PPP loans, cash, and available-for-sale securities[299] - Total loans and leases increased by $658.5 million (13.0% annualized) to $7.4 billion, with commercial loan portfolios growing by $682.0 million (16.5% annualized)[300] - Total deposits increased by $962.5 million (22.0% annualized) to $6.8 billion, with core deposits up by $796.6 million (27.9% annualized)[302] - Nonperforming assets totaled $39.4 million (0.44% of total assets) as of September 30, 2020, up from $22.1 million (0.28%) at December 31, 2019[304] - The allowance for loan and lease losses to total loans and leases ratio was 1.62% at September 30, 2020, compared to 0.91% at December 31, 2019, following the implementation of the CECL methodology[305] - Net income for the three months ended September 30, 2020, was $18.7 million ($0.24 EPS), a decrease of $3.9 million (17.3%) from $22.6 million ($0.28 EPS) in the prior year, primarily due to increased provision for credit losses[308] - The net interest margin decreased to 3.08% for the three months ended September 30, 2020, from 3.45% in the prior year, due to a decrease in the yield on interest-earning assets partially offset by a decrease in the overall cost of funds[311] Critical Accounting Policies This section identifies the Company's critical accounting policies, including the valuation of available-for-sale securities, accounting for acquired assets and liabilities, the allowance for loan and lease losses (updated for CECL), goodwill and intangible asset impairment, income tax accounting, and deferred tax asset valuation - The Company's critical accounting policies include 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[314] - Effective January 1, 2020, the critical accounting policy for the allowance of credit losses was updated to the CECL methodology, which estimates loan losses over the life of the loan using current conditions and reasonable and supportable forecasts[316] Recent Accounting Developments This section discusses recent accounting pronouncements, specifically ASU 2020-04 related to Reference Rate Reform (LIBOR transition) and ASU 2018-14 concerning defined benefit pension disclosures - ASU 2020-04, "Reference Rate Reform," provides optional expedients for applying GAAP to contracts, hedging relationships, and transactions affected by LIBOR discontinuation, effective from March 12, 2020, through December 31, 2022, with the Company currently assessing its potential impact[317] - ASU 2018-14, "Compensation-Retirement Benefits-Defined Benefit Plans-General," modifies disclosure requirements for defined benefit plans, effective for public business entities for fiscal years beginning after December 15, 2020, and the Company plans to adopt this ASU for the fiscal year beginning January 1, 2021[318] Non-GAAP Financial Measures and Reconciliation to GAAP This section provides reconciliations of non-GAAP financial measures, such as operating earnings, return on average tangible assets, return on average tangible equity, tangible equity ratio, tangible book value per share, and dividend payout ratio, to their most directly comparable GAAP measures, which management uses to assess underlying operating performance, trends, and capital strength - Management uses non-GAAP financial measures, including operating earnings, return on average tangible assets, return on average tangible equity, tangible equity ratio, tangible book value per share, and dividend payout ratio, to understand underlying operating performance, trends, and capital strength[319] Operating Earnings (Three Months Ended September 30, Thousands) | Metric | 2020 | 2019 | | :------------------------------------------ | :----- | :----- | | Net income, as reported | $18,679 | $22,596 | | Less: Security gains (after-tax) | $40 | $(87) | | Add: Merger and restructuring-related expenses (after-tax) | $0 | $845 | | Operating earnings | $18,639 | $23,528 | Tangible Book Value Per Share | Period | Sep 30, 2020 | | :------------------------------------------ | :----------- | | Tangible stockholders' equity (Thousands) | $771,667 | | Common shares outstanding | 79,001,773 | | Tangible book value per share | $9.77 | Dividend Payout Ratio (Three Months Ended September 30) | Metric | 2020 | 2019 | | :------------------------------------------ | :------- | :------- | | Dividends paid (Thousands) | $9,092 | $8,786 | | Net (loss) income, as reported (Thousands) | $18,679 | $22,596 | | Dividend payout ratio | 48.67% | 38.88% | - The allowance for loan and lease losses as a percentage of total loans and leases, excluding PPP loans, was 1.76% at September 30, 2020[330][331] Financial Condition This section provides a detailed analysis of the Company's financial condition, focusing on loans and leases, asset quality, investment securities, restricted equity securities, deposits, and borrowed funds, highlighting significant growth in loans and deposits, the impact of CECL on credit loss allowances, and changes in nonperforming assets and TDRs Loan and Lease Portfolio Growth (Nine Months Ended September 30, 2020) | Category | Sep 30, 2020 (Millions) | Dec 31, 2019 (Millions) | Dollar Change (Millions) | Percent Change (Annualized) | | :-------------------------- | :---------------------- | :---------------------- | :----------------------- | :-------------------------- | | Commercial real estate | $3,835.37 | $3,669.22 | $166.15 | 6.0% | | Commercial | $2,354.61 | $1,838.75 | $515.87 | 37.4% | | Consumer | $1,206.37 | $1,229.85 | $(23.47) | -2.5% | | Total loans and leases | $7,396.36 | $6,737.82 | $658.54 | 13.0% | - The Company's commercial loan and lease portfolio includes $568.4 million in PPP loans as of September 30, 2020[350] - Criticized assets increased by $16.2 million to $83.4 million at September 30, 2020, from $67.2 million at December 31, 2019, primarily due to specific commercial real estate, commercial loan, and construction relationships[358] Nonperforming Assets (Thousands) | Metric | Sep 30, 2020 | Dec 31, 2019 | | :------------------------------------------ | :----------- | :----------- | | Total nonaccrual loans and leases | $37,952 | $19,461 | | Other repossessed assets | $1,413 | $2,631 | | Total nonperforming assets | $39,365 | $22,092 | | Nonperforming assets as a percentage of total assets | 0.44% | 0.28% | - Total Troubled Debt Restructuring (TDR) loans decreased by $6.2 million to $17.1 million at September 30, 2020, from $23.2 million at December 31, 2019, mainly due to payments and payoffs of commercial and construction TDRs[368] - Cash, cash equivalents, and investment securities increased by $434.6 million (86.9% annualized) to $1.1 billion as of September 30, 2020, representing 12.2% of total assets[389] Deposits (September 30, 2020 vs. December 31, 2019, Millions) | Metric | Sep 30, 2020 | Dec 31, 2019 | | :------------------------------------------ | :----------- | :----------- | | Total deposits | $6,792.52 | $5,830.07 | | Core deposits | $4,604.80 | $3,808.03 | | Brokered deposit accounts | $694.55 | $349.90 | Borrowed Funds (September 30, 2020 vs. December 31, 2019, Millions) | Metric | Sep 30, 2020 | Dec 31, 2019 | | :------------------------------------------ | :----------- | :----------- | | Total borrowed funds | $1,005.05 | $902.75 | | Advances from the FHLBB | $841.17 | $758.47 | | Subordinated debentures and notes | $83.71 | $83.59 | | Other borrowed funds | $80.17 | $60.69 | - Total stockholders' equity decreased by $10.0 million to $935.6 million as of September 30, 2020, from $945.6 million at December 31, 2019, influenced by dividends, treasury stock repurchases, and CECL implementation, partially offset by net income and unrealized gains on securities[430] Results of Operations This section analyzes the Company's operating results, focusing on net interest income, provision for credit losses, non-interest income, and non-interest expense, detailing the impact of interest rate changes on net interest margin and highlighting the significant increase in credit loss provisions due to the COVID-19 pandemic Net Interest Income (Three Months Ended September 30, Thousands) | Metric | 2020 | 2019 | Change | % Change | | :------------------------------------------ | :----- | :----- | :----- | :------- | | Net interest income | $65,938 | $63,236 | $2,702 | 4.27% | | Net interest margin | 3.08% | 3.45% | -0.37% | -10.72% | | Yield on interest-earning assets | 3.79% | 4.83% | -1.04% | -21.53% | | Overall cost of funds | 0.75% | 1.47% | -0.72% | -48.98% | Net Interest Income (Nine Months Ended September 30, Thousands) | Metric | 2020 | 2019 | Change | % Change | | :------------------------------------------ | :----- | :----- | :----- | :------- | | Net interest income | $191,938 | $189,369 | $2,569 | 1.36% | | Net interest margin | 3.15% | 3.54% | -0.39% | -11.02% | | Yield on interest-earning assets | 4.04% | 4.85% | -0.81% | -16.70% | | Overall cost of funds | 0.98% | 1.44% | -0.46% | -31.94% | Total Provision for Credit Losses (Thousands) | Period | 2020 | 2019 | Dollar Change | Percent Change | | :------------------------------------------ | :----- | :----- | :------------ | :------------- | | Three Months Ended September 30 | $4,528 | $871 | $3,657 | 419.9% | | Nine Months Ended September 30 | $63,989 | $5,981 | $58,008 | 969.9% | Total Non-Interest Income (Thousands) | Period | 2020 | 2019 | Dollar Change | Percent Change | | :------------------------------------------ | :----- | :----- | :------------ | :------------- | | Three Months Ended September 30 | $4,862 | $7,929 | $(3,067) | -38.7% | | Nine Months Ended September 30 | $20,425 | $22,037 | $(1,612) | -7.3% | Total Non-Interest Expense (Thousands) | Period | 2020 | 2019 | Dollar Change | Percent Change | | :------------------------------------------ | :----- | :----- | :------------ | :------------- | | Three Months Ended September 30 | $40,947 | $40,191 | $756 | 1.9% | | Nine Months Ended September 30 | $120,806 | $118,666 | $2,140 | 1.8% | Provision for Income Taxes (Thousands) | Period | 2020 | 2019 | Dollar Change | Percent Change | | :------------------------------------------ | :----- | :----- | :------------ | :------------- | | Three Months Ended September 30 | $6,646 | $7,507 | $(861) | -11.5% | | Nine Months Ended September 30 | $6,596 | $21,182 | $(14,586) | -68.9% | Liquidity and Capital Resources This section discusses the Company's liquidity management, capital resources, and compliance with regulatory capital requirements, highlighting increased on-balance sheet liquidity as a precautionary measure due to COVID-19, diversified funding sources, and the Company's "well-capitalized" status - The Company maintained increased on-balance sheet liquidity, with cash and equivalents at $317.3 million (3.5% of balance sheet) and total cash, equivalents, and available-for-sale securities at $1.1 billion (12.2% of total assets) as of September 30, 2020, as a precautionary measure due to COVID-19 economic uncertainty[490][491][492] - Deposits totaled $6.8 billion (87.1% of total funding) and borrowings totaled $1.0 billion (12.9% of total funding) as of September 30, 2020, reflecting a diversified funding mix[493][494] - The Company had a total borrowing limit from the FHLBB of $2.2 billion and $683.5 million of borrowing capacity at the Federal Reserve Bank as of September 30, 2020[495][497] - The Company and its Banks exceeded all regulatory capital requirements and were considered "well-capitalized" under prompt corrective action regulations as of September 30, 2020[504] Brookline Bancorp, Inc. Capital Ratios (September 30, 2020) | Ratio | Actual | Minimum Required for Capital Adequacy Purposes | Minimum Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer | | :------------------------------------------ | :------- | :--------------------------------------------- | :----------------------------------------------------------------------------- | | Common equity Tier 1 capital ratio | 10.77% | 4.50% | 7.00% | | Tier 1 leverage capital ratio | 8.67% | 4.00% | 4.00% | | Tier 1 risk-based capital ratio | 10.91% | 6.00% | 8.50% | | Total risk-based capital ratio | 13.22% | 8.00% | 10.50% | Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the Company's market risk, primarily interest-rate risk, and its management through the Asset/Liability Committee (ALCO), detailing how interest-rate risk is measured using income simulation and gap analysis, and presenting the estimated impact of interest rate changes on net interest income and Economic Value of Equity (EVE) - The principal market risk facing the Company is interest-rate risk, which includes repricing risk, yield-curve risk, basis risk, and prepayment risk[511] - Market risk and interest-rate risk management is governed by the Company's Asset/Liability Committee (ALCO), which establishes exposure limits and uses an asset/liability simulation model as its primary tool[512][515] Estimated Impact of Interest-Rate Changes on Net Interest Income (12-Month Horizon, September 30, 2020) | Change in Interest Rate Levels | Dollar Change (Thousands) | Percent Change | | :------------------------------------------ | :------------------------ | :------------- | | Up 300 basis points shock | $27,233 | 9.6% | | Up 200 basis points ramp | $11,784 | 4.1% | | Up 100 basis points ramp | $5,889 | 2.1% | | Down 100 basis points ramp | $(5,635) | (2.0)% | - At September 30, 2020, the Company's one-year cumulative interest-rate sensitivity gap was a negative $538.1 million, or 6.36% of total interest-earning assets, compared with a positive $4.7 million, or 0.06%, at December 31, 2019[519] Estimated Percent Change in Economic Value of Equity (EVE) (September 30, 2020) | Parallel Shock in Interest Rate Levels | Estimated Percent Change in EVE | | :------------------------------------------ | :------------------------------ | | Up 300 basis points | 11.8% | | Up 200 basis points | 8.9% | | Up 100 basis points | 5.9% | | Down 100 basis points | (14.1)% | Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures as of September 30, 2020, and notes the implementation of new controls related to the CECL methodology, including independent model validation and input review, without materially affecting overall internal controls over financial reporting - The Company's disclosure controls and procedures were evaluated as effective as of September 30, 2020[526] - The Company implemented changes to its policies, processes, and controls over the allowance for credit losses methodology to support the adoption of ASU 2016-13 (CECL), including new controls for model validation and input review[527] - Except for changes related to the adoption of ASU 2016-13, there were no material changes in the Company's internal controls over financial reporting during the quarter ended September 30, 2020[527] Part II Other Information Item 1. Legal Proceedings This section states that there are no material pending legal proceedings beyond those arising in the normal course of business, and management believes such proceedings will not materially affect the Company's financial position or results of operations - There are no material pending legal proceedings other than those that arise in the normal course of business[531] - Management, after consulting with legal counsel, believes the consolidated financial position and results of operations of the Company are not expected to be materially affected by the outcome of such proceedings[531] Item 1A. Risk Factors This section supplements and updates previously disclosed risk factors, emphasizing the severe and uncertain impacts of the COVID-19 pandemic on the national economy, local markets, business operations, credit quality, and financial results, and highlights risks associated with the Company's participation in the SBA's Paycheck Protection Program (PPP) - The COVID-19 pandemic will continue to severely impact the national economy and local markets, leading to lower equity valuations, capital market volatility, and increased unemployment, which adversely affects the Company's employees, customers, business operations, and financial results[534] - Actions by the FRB (e.g., reduced federal funds rate) could adversely affect net interest income and margins, and the Company may face increased credit losses, impairments on assets, and reductions in other comprehensive income due to adverse economic conditions[534] - Participation in the SBA's Paycheck Protection Program (PPP) may expose the Company to reputational harm, increased litigation risk, and the risk that the SBA may not fund some or all of the guarantees associated with PPP loans if deficiencies in origination, funding, or servicing are found[536][537] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there are no unregistered sales of equity securities or use of proceeds to report - This item is not applicable, and there are no unregistered sales of equity securities or use of proceeds to report[537][538] Item 3. Defaults Upon Senior Securities This section states that there are no defaults upon senior securities to report - There are no defaults upon senior securities to report for this period[539][540] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[541] Item 5. Other Information This section states that there is no other information to report - There is no other information to report for this item[542] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and XBRL-related documents - Exhibits include certifications from the Chief Executive Officer (31.1, 32.1) and Chief Financial Officer (31.2, 32.2)[544] - XBRL-related documents are filed, including the XBRL Instance Document, Taxonomy Extension Schema Document, Calculation Linkbase Document, Definition Linkbase Document, Label Linkbase Document, and Presentation Linkbase Document[544] Signatures This section contains the required signatures for the Form 10-Q, confirming its submission on behalf of Brookline Bancorp, Inc. by its President and Chief Executive Officer, and Chief Financial Officer - The report is signed by Paul A. Perrault, President and Chief Executive Officer, and Carl M. Carlson, Chief Financial Officer, on November 4, 2020[547]