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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 June 30, 2024

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)
Delaware04-3402944
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
131 Clarendon Street
Boston MA
02116
(Address of principal executive offices)(Zip Code)
(617) 425-4600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockBRKLNasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒  No  ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
☐
Smaller Reporting Company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ☐  No  ☒   
                                                                                                                                              
At July 31, 2024, the number of shares of common stock, par value $0.01 per share, outstanding was 88,911,623.


BROOKLINE BANCORP, INC. AND SUBSIDIARIES
FORM 10-Q
Table of Contents
Page
Item 1.
  
  
  
  
  
  
  
 
i

Glossary of Acronyms and Terms
2014 PlanBrookline Bancorp, Inc. 2014 Equity Incentive Plan
2021 PlanBrookline Bancorp, Inc. 2021 Stock Option and Incentive Plan
ACLAllowance for Credit Losses
AFXAmerican Financial Exchange
ALCOAsset/Liability Committee
BankRIBank Rhode Island
BanksBrookline Bank, Bank Rhode Island, and PCSB Bank
C&ICommercial and industrial
Clarendon Private Clarendon Private, LLC
CMOsCollateralized mortgage obligations
CompanyBrookline Bancorp, Inc. and its subsidiaries
CRECommercial real estate
Eastern FundingEastern Funding, LLC
EPSEarnings per Share
EVEEconomic Value of Equity
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
FHLBFederal Home Loan Bank of Boston and New York
FHLMCFederal Home Loan Mortgage Corporation
FNMAFederal National Mortgage Association
FRBBoard of Governors of the Federal Reserve System
GAAPU.S generally accepted accounting principles
GNMAGovernment National Mortgage Association
GSEsU.S. Government-sponsored enterprises
IBORsInterbank Offered Rates
LEQLoan equivalency
LIBORLondon Interbank Offered Rate
MBSsMortgage-backed securities
OAEMOther Assets Especially Mentioned
OCIOther comprehensive income
OREOOther Real Estate Owned
Plansthe 2014 Plan and the 2021 Plan
SBASmall Business Administration
SECU.S. Securities and Exchange Commission
ii
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
At June 30, 2024At December 31, 2023
(In Thousands Except Share Data)
ASSETS
Cash and due from banks$60,067 $34,514 
Short-term investments283,017 98,513 
Total cash and cash equivalents343,084 133,027 
Investment securities available-for-sale856,439 916,601 
Total investment securities856,439 916,601 
Allowance for investment security losses(359)(441)
Net investment securities856,080 916,160 
Loans and leases:
Commercial real estate loans5,782,111 5,764,529 
Commercial loans and leases2,443,530 2,399,668 
Consumer loans1,495,496 1,477,392 
Total loans and leases9,721,137 9,641,589 
Allowance for loan and lease losses(121,750)(117,522)
Net loans and leases9,599,387 9,524,067 
Restricted equity securities78,963 77,595 
Premises and equipment, net of accumulated depreciation of $104,399 and $100,408, respectively
88,378 89,853 
Right-of-use asset operating leases35,691 30,863 
Deferred tax asset60,032 56,952 
Goodwill241,222 241,222 
Identified intangible assets, net of accumulated amortization of $13,157 and $47,963, respectively
20,830 24,207 
OREO and repossessed assets, net1,974 1,694 
Other assets309,651 286,616 
Total assets$11,635,292 $11,382,256 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Deposits:  
Demand checking accounts$1,638,378 $1,678,406 
 Interest-bearing deposits7,098,658 6,869,719 
Total deposits8,737,036 8,548,125 
Borrowed funds:  
Advances from the FHLB1,265,079 1,223,226 
Subordinated debentures and notes84,258 84,188 
Other borrowed funds80,125 69,256 
Total borrowed funds1,429,462 1,376,670 
Operating lease liabilities37,102 31,998 
Mortgagors' escrow accounts17,117 17,239 
Reserve for unfunded credits11,400 19,767 
Accrued expenses and other liabilities204,695 189,813 
Total liabilities10,436,812 10,183,612 
Commitments and contingencies (Note 12)
Stockholders' Equity:  
Brookline Bancorp, Inc. stockholders' equity:  
Common stock, $0.01 par value; 200,000,000 shares authorized; 96,998,075 shares issued and 96,998,075 shares issued, respectively
970 970 
Additional paid-in capital904,775 902,659 
Retained earnings445,560 438,722 
Accumulated other comprehensive (loss) income(61,693)(52,798)
Treasury stock, at cost; 7,373,009 shares and 7,354,399 shares, respectively
(91,132)(90,909)
Total stockholders' equity1,198,480 1,198,644 
Total liabilities and stockholders' equity$11,635,292 $11,382,256 
See accompanying notes to unaudited consolidated financial statements.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Income
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In Thousands Except Share Data)
Interest and dividend income:
Loans and leases$145,585 $132,299 $290,850 $254,230 
Debt securities6,480 8,034 13,358 15,904 
Restricted equity securities1,376 1,673 2,868 2,928 
Short-term investments1,914 3,351 3,738 4,846 
Total interest and dividend income155,355 145,357 310,814 277,908 
Interest expense:
Deposits59,721 43,147 116,605 72,515 
Borrowed funds 15,633 16,173 32,620 33,307 
Total interest expense75,354 59,320 149,225 105,822 
Net interest income80,001 86,037 161,589 172,086 
Provision for credit losses on loans5,607 5,726 13,030 31,070 
Provision (credit) for credit losses on investments(39)133 (83)331 
Net interest income after provision for credit losses74,433 80,178 148,642 140,685 
Non-interest income:
Deposit fees3,001 2,866 5,898 5,523 
Loan fees702 491 1,491 882 
Loan level derivative income, net106 363 543 2,736 
Gain on investment securities, net— 3 — 1,704 
Gain on sales of loans and leases held-for-sale130 308 130 1,946 
Other2,457 1,431 4,618 5,608 
Total non-interest income6,396 5,462 12,680 18,399 
Non-interest expense:
Compensation and employee benefits34,762 33,438 71,391 70,003 
Occupancy5,551 4,870 11,320 10,093 
Equipment and data processing6,732 6,531 13,763 12,993 
Professional services1,745 1,986 3,645 3,416 
FDIC insurance2,025 2,609 3,909 3,853 
Advertising and marketing1,504 1,382 3,078 2,792 
Amortization of identified intangible assets1,669 1,954 3,377 3,920 
Merger and restructuring expense823 1,002 823 7,411 
Other4,373 4,053 8,892 8,120 
Total non-interest expense59,184 57,825 120,198 122,601 
Income before provision for income taxes21,645 27,815 41,124 36,483 
Provision for income taxes5,273 5,965 10,087 7,073 
Net income $16,372 $21,850 $31,037 $29,410 
Earnings per common share:
Basic$0.18 $0.25 $0.35 $0.34 
Diluted0.18 0.25 0.35 0.34 
Weighted average common shares outstanding:
Basic88,904,692 88,665,135 88,899,635 87,620,194 
Diluted89,222,315 88,926,543 89,201,912 87,887,980 
Dividends paid per common share$0.135 $0.135 $0.270 $0.270 

See accompanying notes to unaudited consolidated financial statements.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In Thousands)
Net income$16,372 $21,850 $31,037 $29,410 
Investment securities available-for-sale:
Unrealized securities holding gains (losses)(1,252)(13,506)(9,453)(3,366)
    Income tax (expense) benefit342 3,233 2,266 1,004 
Net unrealized securities holding gains (losses) before reclassification adjustments, net of taxes(910)(10,273)(7,187)(2,362)
Cash flow hedges:
Change in fair value of cash flow hedges(1,026)(5,765)(4,401)(3,040)
   Income tax (expense) benefit267 1,500 1,061 791 
Net change in fair value of cash flow hedges, net of taxes(759)(4,265)(3,340)(2,249)
Less reclassification adjustment for change in fair value of cash flow hedges:
         Gain (loss) on change in fair value of cash flow hedges(1,104)(1,446)(2,206)(543)
Income tax (expense) benefit287 376 574 141 
Net reclassification adjustment for change in fair value of cash flow hedges(817)(1,070)(1,632)(402)
Net change in fair value of cash flow hedges58 $(3,195)(1,708)$(1,847)
Other comprehensive gain (loss), net of taxes(852)(13,468)(8,895)(4,209)
Comprehensive income $15,520 $8,382 $22,142 $25,201 

See accompanying notes to unaudited consolidated financial statements.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended June 30, 2024 and 2023

Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total Stockholders'
Equity
 (In Thousands)
Balance at March 31, 2024$970 $903,726 $441,285 $(60,841)$(90,909)$1,194,231 
Net income— — 16,372 — — $16,372 
Other comprehensive income (loss)— — — (852)— $(852)
Common stock dividends of $0.135 per share
— — (12,001)— — $(12,001)
Restricted stock awards issued, net of awards surrendered— 223 — — (223)$— 
Compensation under recognition and retention plans— 826 (96)— — $730 
Balance at June 30, 2024$970 $904,775 $445,560 $(61,693)$(91,132)$1,198,480 
Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total Stockholders'
Equity
 (In Thousands)
Balance at March 31, 2023$970 $904,174 $407,528 $(52,688)$(94,918)$1,165,066 
Net income— — 21,850 — — 21,850 
Other comprehensive income (loss)— — — (13,468)— (13,468)
Common stock dividends of $0.135 per share
— — (11,969)— — (11,969)
Compensation under recognition and retention plan— 910 (81)— — 829 
Balance at June 30, 2023$970 $905,084 $417,328 $(66,156)$(94,918)$1,162,308 
See accompanying notes to unaudited consolidated financial statements.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 2024 and 2023
Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss) 		Treasury
Stock		Total Stockholders'
Equity
 (In Thousands)
Balance at December 31, 2023$970 $902,659 $438,722 $(52,798)$(90,909)$1,198,644 
Net income— — 31,037 — — 31,037 
Other comprehensive income (loss)— — — (8,895)— (8,895)
Common stock dividends of $0.270 per share
— — (24,002)— — (24,002)
Restricted stock awards issued, net of awards surrendered— 223 — — (223)— 
Compensation under recognition and retention plans— 1,893 (197)— — 1,696 
Balance at June 30, 2024$970 $904,775 $445,560 $(61,693)$(91,132)$1,198,480 
Common
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
 Income (Loss)		Treasury
Stock		Total Stockholders'
Equity
 (In Thousands)
Balance at December 31, 2022$852 $736,074 $412,019 $(61,947)$(94,873)$992,125 
Net Income— — 29,410 — — 29,410 
Common stock issued for acquisition118 167,212 — — — 167,330 
Other comprehensive income (loss)— — — (4,209)— (4,209)
Common stock dividends of $0.270 per share
— — (23,939)— — (23,939)
Restricted stock awards issued, net of awards surrendered— (8)— — (45)(53)
Compensation under recognition and retention plans— 1,806 (162)— — 1,644 
Balance at June 30, 2023$970 $905,084 $417,328 $(66,156)$(94,918)$1,162,308 

See accompanying notes to unaudited consolidated financial statements.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
Six Months Ended June 30,
20242023
(In Thousands)
Cash flows from operating activities:
Net income $31,037 $29,410 
Adjustments to reconcile net income to net cash provided from operating activities:
Provision for credit losses12,947 31,070 
Deferred income tax (benefit) expense (327)210 
Depreciation of premises and equipment4,076 3,926 
(Accretion) amortization of investment securities premiums and discounts, net(3,121)(4,910)
(Accretion) amortization of premiums and discounts and deferred loan and lease origination costs, net(3,324)2,162 
Amortization of identified intangible assets3,377 3,920 
Amortization of debt issuance costs50 50 
Amortization (accretion) of acquisition fair value adjustments, net760 (5,706)
Gain on investment securities, net— (1,704)
Gain on sales of loans and leases held-for-sale(130)(1,946)
Write-down of other repossessed assets137 60 
Compensation under recognition and retention plans1,696 1,643 
Net change in:
Cash surrender value of bank-owned life insurance(989)(316)
Other assets (23,964)(19,700)
Accrued expenses and other liabilities14,881 10,618 
Net cash provided from operating activities37,106 48,787 
Cash flows from investing activities:
Proceeds from sales of investment securities available-for-sale— 229,981 
Proceeds from maturities, calls, and principal repayments of investment securities available-for-sale94,901 178,240 
Purchases of investment securities available-for-sale(41,071)(279,009)
Proceeds from redemption/sales of restricted equity securities12,093 33,550 
Purchase of restricted equity securities(13,461)(29,662)
Proceeds from sales of loans and leases held-for-investment, net6,908 163,442 
Net increase in loans and leases(101,228)(558,492)
Acquisitions, net of cash and cash equivalents acquired— (80,209)
Purchase of premises and equipment, net(2,660)(8,648)
Proceeds from sales of other repossessed assets641 820 
Net cash used for investing activities(43,877)(349,987)
(Continued)
See accompanying notes to unaudited consolidated financial statements.
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Six Months Ended June 30,
20242023
(In Thousands)
Cash flows from financing activities:
Increase (decrease) in demand checking, NOW, savings and money market accounts3,276 (321,664)
Increase in certificates of deposit and brokered deposits185,070 748,514 
Proceeds from FHLB advances752,100 4,486,000 
Repayment of FHLB advances(710,363)(4,733,516)
Increase (decrease) in other borrowed funds, net10,869 (12,012)
Decrease in mortgagors' escrow accounts, net(122)(710)
Payment of dividends on common stock(24,002)(23,939)
Net cash provided from financing activities216,828 142,673 
Net increase (decrease) in cash and cash equivalents210,057 (158,527)
Cash and cash equivalents at beginning of period133,027 382,959 
Cash and cash equivalents at end of period$343,084 $224,432 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits, borrowed funds and subordinated debt$141,785 $102,211 
Income taxes7,065 8,391 
Non-cash investing activities:
Transfer from loans to other repossessed assets$1,058 $1,074 
Acquisition of PCSB Financial Corporation:
Fair value of assets acquired, net of cash and cash equivalents acquired$— $1,931,528 
Fair value of liabilities assumed— 1,676,110 
Common stock issued— 118 


See accompanying notes to unaudited consolidated financial statements.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(1) Basis of Presentation
Overview
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; BankRI, a Rhode Island-chartered financial institution; and PCSB Bank, a New York-chartered commercial bank. The Banks are members of the Federal Reserve System. The Company is also the parent of Clarendon Private. The Company's primary business is to provide commercial, business and retail banking services to its corporate, municipal and retail customers through the Banks and its non-bank subsidiaries. Brookline Securities Corp., previously a subsidiary of the Company was dissolved in November 2023.
Brookline Bank, which includes its wholly-owned subsidiaries, Longwood Securities Corp., Eastern Funding and First Ipswich Insurance Agency, operates 29 full-service banking offices in the Greater Boston metropolitan area with three additional lending offices. BankRI, which includes its wholly-owned subsidiaries, Acorn Insurance Agency, BRI Realty Corp., BRI Investment Corp. and its wholly-owned subsidiary, BRI MSC Corp., operates 22 full-service banking offices in the greater Providence, Rhode Island area. PCSB Bank, which includes its wholly-owned subsidiary, UpCounty Realty Corp., operates 14 full-service banking offices in the Lower Hudson Valley of New York. Clarendon Private is a registered investment advisor with the SEC. Through Clarendon Private, the Company offers a wide range of wealth management services to individuals, families, endowments and foundations to help these clients meet their long-term financial goals.
The Banks' activities include acceptance of commercial, municipal and retail deposits, origination of mortgage loans on commercial and residential real estate located principally in Central New England and the Lower Hudson Valley of New York State, origination of commercial loans and leases to small- and mid-sized businesses, investment in debt and equity securities, and the offering of cash management and investment advisory services. The Company also provides specialty equipment financing through it subsidiary Eastern Funding, which is based in New York City, New York, and Plainview, New York.
The Company and the Banks are supervised, examined and regulated by the FRB. As a Massachusetts-chartered trust company, Brookline Bank is subject to supervision, examination and regulation by the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is subject to supervision, examination and regulation by the Banking Division of the Rhode Island Department of Business Regulation. As a New York chartered commercial bank, PCSB Bank is subject to supervision, examination and regulation by the New York State Department of Financial Services. Clarendon Private is also subject to regulation by the SEC.
The FDIC offers insurance coverage on all deposits up to $250,000 per depositor at each of the Banks. As FDIC-insured depository institutions, the Banks are also subject to supervision, examination and regulation by the FDIC.
Basis of Financial Statement Presentation
The unaudited consolidated financial statements of the Company presented herein have been prepared pursuant to the rules of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by 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, 2023. 
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.
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 ACL, the determination of fair market values of acquired assets and liabilities, including acquired loans, the review of goodwill and intangible assets for impairment and the review of deferred tax assets for valuation allowances.
The judgments used by management in applying these critical accounting policies may be affected by a further and prolonged deterioration in the economic environment, which may result in changes to future financial results. For example, subsequent evaluations of the loan and lease portfolio, in light of the factors then prevailing, may result in significant changes in
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
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 March 2022, the FASB issued ASU 2022-02, "Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures" which addresses concerns regarding the complex accounting for loans modified as troubled debt restructurings and also the disclosure of gross writeoff information included in required vintage disclosures. The Company adopted ASU 2022-02 as of January 1, 2023. The enhanced disclosure requirements provided for by ASU 2022-02 were adopted on a prospective basis. Reporting periods prior to the adoption of ASU 2022-02 are presented in accordance with the applicable GAAP. The adoption did not have a material impact on the Company’s consolidated financial statements.
(3) Investment Securities
The following tables set forth investment securities available-for-sale at the dates indicated:
 At June 30, 2024
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
 (In Thousands)
Investment securities available-for-sale:
GSE debentures
$213,318 $89 $21,069 $192,338 
GSE CMOs64,587 — 6,489 58,098 
GSE MBSs174,287 36 19,320 155,003 
Municipal obligations16,060 18 277 15,801 
Corporate debt obligations18,580 77 831 17,826 
U.S. Treasury bonds446,209 84 29,411 416,882 
Foreign government obligations500 — 9 491 
Total investment securities available-for-sale$933,541 $304 $77,406 $856,439 
 December 31, 2023
 Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair Value
 (In Thousands)
Investment securities available-for-sale:
GSE debentures$220,604 $517 $19,994 $201,127 
GSE CMOs66,463 33 4,879 61,617 
GSE MBSs186,614 62 16,679 169,997 
Municipal obligations18,785 184 47 18,922 
Corporate debt obligations20,521 82 887 19,716 
U.S. Treasury bonds470,764 423 26,450 444,737 
Foreign government obligations500 — 15 485 
Total investment securities available-for-sale$984,251 $1,301 $68,951 $916,601 
As of June 30, 2024, the fair value of all investment securities available-for-sale was $856.4 million, with net unrealized losses of $77.1 million, compared to a fair value of $916.6 million and net unrealized losses of $67.7 million as of December 31, 2023. As of June 30, 2024, $774.2 million, or 90.4% of the portfolio, had gross unrealized losses of $77.4 million, compared to $717.2 million, or 77.8% of the portfolio, with gross unrealized losses of $69.0 million as of December 31, 2023.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
As of June 30, 2024 and December 31, 2023, the Company held no securities as held to maturity; all securities were held as available-for-sale.
Investment Securities as Collateral
As of June 30, 2024 and December 31, 2023, respectively, $735.0 million and $791.2 million of investment securities were pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLB borrowings. The Banks had no outstanding FRB borrowings as of June 30, 2024 and December 31, 2023.
Allowance for Credit Losses-Available-for-Sale Securities
For available-for-sale securities in an unrealized loss position, management first assesses whether (i) the Company intends to sell the security, or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either criterion is met, any previously recognized allowances are charged-off and the security's amortized cost is written down to fair value through income. If neither criterion is met, the security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors.
If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, an allowance for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through the ACL is recognized in OCI. Adjustments to the allowance are reported as a component of credit loss expense. Available-for-sale securities are charged-off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met. The Company has made the accounting policy election to exclude accrued interest receivable on available-for-sale securities from the estimate of credit losses. Accrued interest receivables associated with debt securities available-for-sale totaled $3.9 million and $4.1 million, respectively, as of June 30, 2024 and December 31, 2023.
A debt security is placed on nonaccrual status at the time any principal or interest payments become more than 90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a debt security placed on nonaccrual is reversed against interest income. There were no debt securities on nonaccrual status and therefore there was no accrued interest related to debt securities reversed against interest income for the six months ended June 30, 2024 and 2023.
Assessment for Available for Sale Securities for Impairment
Investment securities as of June 30, 2024 and December 31, 2023 that have been in a continuous unrealized loss position for less than twelve months or twelve months or longer are as follows:
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 At June 30, 2024
 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$37,793 $418 $144,726 $20,651 $182,519 $21,069 
GSE CMOs— — 58,097 6,489 58,097 6,489 
GSE MBSs861 20 150,986 19,300 151,847 19,320 
Municipal obligations597 6 6,908 271 7,505 277 
Corporate debt obligations— — 15,440 831 15,440 831 
U.S. Treasury bonds8,770 62 349,508 29,349 358,278 29,411 
Foreign government obligations— — 491 9 491 9 
Temporarily impaired investment securities available-for-sale48,021 506 726,156 76,900 774,177 77,406 
Total temporarily impaired investment securities$48,021 $506 $726,156 $76,900 $774,177 $77,406 
 At December 31, 2023
 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$10,964 $12 $121,993 $19,982 $132,957 $19,994 
GSE CMOs42,057 3,547 14,571 1,332 56,628 4,879 
GSE MBSs34,317 561 122,367 16,118 156,684 16,679 
Municipal obligations3,859 47 — — 3,859 47 
Corporate debt obligations10,911 810 6,427 77 17,338 887 
U.S. Treasury bonds117,132 676 232,074 25,774 349,206 26,450 
Foreign government obligations— — 485 15 485 15 
Temporarily impaired investment securities available-for-sale219,240 5,653 497,917 63,298 717,157 68,951 
Total temporarily impaired investment securities$219,240 $5,653 $497,917 $63,298 $717,157 $68,951 

The Company performs regular analyses of the investment securities available-for-sale portfolio to determine whether a decline in fair value indicates that an investment security is impaired. In making these impairment determinations, management considers, among other factors, projected future cash flows; credit subordination and the creditworthiness; capital adequacy and near-term prospects of the issuers.
Management also considers the Company's capital adequacy, interest-rate risk, liquidity and business plans in assessing whether it is more likely than not that the Company will sell or be required to sell the investment securities before recovery. If the Company determines that a security investment is impaired and that it is more likely than not that the Company will not sell or be required to sell the investment security before recovery of its amortized cost, the credit portion of the impairment loss is recognized in the Company's consolidated statement of income and the noncredit portion is recognized in accumulated OCI. The credit portion of the impairment represents the difference between the amortized cost and the present value of the expected future cash flows of the investment security. If the Company determines that a security is impaired and it is more likely than not
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
that it will sell or be required to sell the investment security before recovery of its amortized cost, the entire difference between the amortized cost and the fair value of the security will be recognized in the Company's consolidated statement of income.
Investment Securities Available-For-Sale Impairment Analysis
The following discussion summarizes, by investment security type, the basis for evaluating if the applicable investment securities within the Company’s available-for-sale portfolio were impaired as of June 30, 2024. The Company has determined it is more likely than not that the Company will not sell or be required to sell the investment securities before recovery of its amortized cost. The Company's ability and intent to hold these investment securities until recovery is supported by the Company's strong capital and liquidity positions as well as its historically low portfolio turnover. As such, management has determined that the investment securities are not impaired as of June 30, 2024. If market conditions for investment securities worsen or the creditworthiness of the underlying issuers deteriorates, it is possible that the Company may recognize additional impairment in future periods.
U.S. Government-Sponsored Enterprises
The Company invests in securities issued by GSEs, including GSE debentures, MBSs, and CMOs. GSE securities include obligations issued by the FNMA, the FHLMC, the GNMA, the FHLB and the Federal Farm Credit Bank. As of June 30, 2024, the Company held GNMA MBSs and CMOs, and SBA commercial loan asset-backed securities in its available-for-sale portfolio with an estimated fair value of $37.8 million, all of which were backed explicitly by the full faith and credit of the U.S. Government, compared to $33.9 million as of December 31, 2023.
All securities are performing and backed by the implicit (FHLB/FNMA/FHLMC) or explicit (GNMA/SBA) guarantee of the U.S. Government. Therefore, despite unrealized losses in some of the securities within the portfolio, management has determined that the investment securities are not impaired. See discussion on the portfolio below.
As of June 30, 2024, the Company owned 39 GSE debentures with a total fair value of $192.3 million, and a net unrealized loss of $21.0 million. As of December 31, 2023, the Company held 43 GSE debentures with a total fair value of $201.1 million, with a net unrealized loss of $19.5 million. As of June 30, 2024, 36 of the 39 securities in this portfolio were in an unrealized loss position. As of December 31, 2023, 27 of the 43 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2024 and 2023, the Company did not purchase any GSE debentures.
As of June 30, 2024, the Company owned 60 GSE CMOs with a total fair value of $58.1 million and a net unrealized loss of $6.5 million. As of December 31, 2023, the Company held 60 GSE CMOs with a total fair value of $61.6 million with a net unrealized loss of $4.8 million. As of June 30, 2024, 59 of the 60 securities in this portfolio were in an unrealized loss position. As of December 31, 2023, 57 of the 60 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2024 and 2023, the Company did not purchase any GSE CMOs.
As of June 30, 2024, the Company owned 145 GSE MBSs with a total fair value of $155.0 million and a net unrealized loss of $19.3 million. As of December 31, 2023, the Company held 146 GSE MBSs with a total fair value of $170.0 million with a net unrealized loss of $16.6 million. As of June 30, 2024, 122 of the 145 securities in this portfolio were in an unrealized loss position. As of December 31, 2023, 125 of the 146 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2024 the Company did not purchase any GSE MBSs compared to the same period in 2023 when the Company purchased $39.4 million of GSE MBSs.
Municipal Obligations
The Company invests in certain state and municipal securities with high credit ratings for portfolio diversification and tax planning purposes. Full collection of the obligations is expected because the financial conditions of the issuing municipalities are 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. As of June 30, 2024, the Company owned 42 municipal obligation securities with a total fair value of $15.8 million and a net unrealized loss of $0.3 million. As of December 31, 2023, the Company owned 44 municipal obligation securities with a total fair value of $18.9 million and a net unrealized gain of $0.1 million. As of June 30, 2024, 18 of the 42 securities in this portfolio were in an unrealized loss position. As of December 31, 2023, 6 of the 44 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2024, the Company purchased $2.5 million of municipal securities compared to the same period in 2023 when the Company purchased $5.6 million of municipal securities.
Corporate Obligations
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The Company may invest in high-quality corporate obligations to provide portfolio diversification and improve the overall yield on the portfolio. 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. As of June 30, 2024, the Company held 6 corporate obligation securities with a total fair value of $17.8 million and a net unrealized loss of $0.8 million. As of December 31, 2023, the Company held 11 corporate obligation securities with a total fair value of $19.7 million and a net unrealized loss of $0.8 million. As of June 30, 2024, 5 of the 6 securities in this portfolio were in an unrealized loss position. As of December 31, 2023, 9 of the 11 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2024 and 2023, the Company did not purchase any corporate obligations.
U.S. Treasury Bonds
The Company invests in securities issued by the U.S. government. As of June 30, 2024, the Company owned 62 U.S. Treasury bonds with a total fair value of $416.9 million and a net unrealized loss of $29.3 million. As of December 31, 2023, the Company held 66 U.S. Treasury bonds with a total fair value of $444.7 million and a net unrealized loss of $26.0 million. As of June 30, 2024, 54 of the 62 securities in this portfolio were in an unrealized loss position. As of December 31, 2023, 53 of the 66 securities in this portfolio were in an unrealized loss position. During the six months ended June 30, 2024, the Company purchased $38.6 million of U.S. Treasury bonds, compared to the same period in 2023 when the Company purchased $234.0 million U.S. Treasury bonds.
Foreign Government Obligations
As of June 30, 2024 and December 31, 2023, the Company owned 1 foreign government obligation security with a fair value of $0.5 million, which approximated cost. As of June 30, 2024 and December 31, 2023, respectively, the security was in an unrealized loss position. During the six months ended June 30, 2024 and 2023, the Company did not purchase any foreign government obligations.
Portfolio Maturities
The final stated maturities of the debt securities are as follows for the periods indicated:
 At June 30, 2024At December 31, 2023
 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$89,759 $89,343 3.91 %$141,989 $141,340 4.27 %
After 1 year through 5 years399,763 382,723 3.12 %342,525 332,734 3.15 %
After 5 years through 10 years223,382 190,543 1.67 %268,182 233,059 1.69 %
Over 10 years220,637 193,830 3.29 %231,555 209,468 3.35 %
$933,541 $856,439 2.92 %$984,251 $916,601 3.00 %
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 June 30, 2024, issuers of debt securities with an estimated fair value of $121.3 million had the right to call or prepay the obligations. Of the $121.3 million, approximately $6.5 million matures in less then 1 year, $59.5 million matures in 1-5 years, $47.7 million matures in 6-10 years, and $7.6 million matures after ten years. As of December 31, 2023, issuers of debt securities with an estimated fair value of approximately $122.0 million had the right to call or prepay the obligations. Of the $122.0 million, approximately $6.4 million matures in less then 1 year, $59.7 million matures in 1-5 years, $48.0 million matures in 6-10 years, and $7.9 million matures after ten years.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Security Sales
The Company did not sell any investment securities available-for-sale during the six months ended June 30, 2024, compared to the six months ended June 30, 2023 where the proceeds from the sale of investment securities available-for-sale were $230.0 million. Securities sales executed during the six months ended 2023 were related to the acquisition of PCSB and the restructuring of the acquired investment portfolio.
 Six Months Ended June 30,
 20242023
 (In Thousands)
Investment securities available-for-sale:
Proceeds from sales:$— $229,981 
Gross gains from sales— 2,705 
Gross losses from sales— (1,001)
Gain on sales of securities, net $— $1,704 
(4) Loans and Leases
The following table presents the amortized cost of loans and leases and weighted average coupon rates for the loan and lease portfolios at the dates indicated:
 At June 30, 2024At December 31, 2023
 BalanceWeighted
Average
Coupon		BalanceWeighted
Average
Coupon
 (Dollars In Thousands)
Commercial real estate loans:    
Commercial real estate$4,031,684 5.54 %$4,047,288 5.47 %
Multi-family mortgage1,401,230 5.22 %1,415,191 5.14 %
Construction349,197 7.19 %302,050 6.86 %
Total commercial real estate loans5,782,111 5.56 %5,764,529 5.46 %
Commercial loans and leases:    
Commercial
1,020,262 6.91 %984,441 6.83 %
Equipment financing1,379,662 8.07 %1,370,648 7.76 %
Condominium association43,606 5.16 %44,579 5.05 %
Total commercial loans and leases2,443,530 7.53 %2,399,668 7.33 %
Consumer loans:    
Residential mortgage1,092,991 4.59 %1,082,804 4.41 %
Home equity352,295 8.05 %344,182 8.03 %
Other consumer50,210 7.59 %50,406 7.68 %
Total consumer loans1,495,496 5.51 %1,477,392 5.36 %
Total loans and leases$9,721,137 6.04 %$9,641,589 5.91 %

Accrued interest on loans and leases, which were excluded from the amortized cost of loans and leases totaled $40.9 million and $39.1 million at June 30, 2024 and December 31, 2023, respectively, and were included in other assets in the accompanying consolidated balance sheets.
The net unamortized deferred loan origination costs and premiums and discounts on acquired loans included in total loans and leases were $(23.9) million and $(29.0) million as of June 30, 2024 and December 31, 2023, respectively.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of the equipment financing portfolio, 29.0% of which is in the Greater New York and New Jersey metropolitan area and 71.0% of which is in other areas in the U.S. as of June 30, 2024.
Loans and Leases Pledged as Collateral
As of June 30, 2024 and December 31, 2023, there were $3.6 billion and $3.5 billion respectively of loans and leases pledged as collateral for repurchase agreements; municipal deposits; treasury, tax and loan deposits; swap agreements; FRB borrowings; and FHLB borrowings. The Banks did not have any outstanding FRB borrowings as of June 30, 2024 and December 31, 2023.
(5) Allowance for Credit Losses
The following tables present the changes in the allowance for loan and lease losses in loans and leases by portfolio segment for the periods indicated:
 Three Months Ended June 30, 2024
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at March 31, 2024$83,475 $30,417 $6,232 $120,124 
Charge-offs(3,819)(4,998)(6)(8,823)
Recoveries— 427 9 436 
Provision (credit) for loan and lease losses excluding unfunded commitments2,496 7,540 (23)10,013 
Balance at June 30, 2024$82,152 $33,386 $6,212 $121,750 

 Three Months Ended June 30, 2023
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at March 31, 2023$82,692 $32,761 $5,412 $120,865 
Charge-offs— (1,685)(5)(1,690)
Recoveries6 577 10 593 
Provision (credit) for loan and lease losses excluding unfunded commitments1,603 3,981 465 6,049 
Balance at June 30, 2023$84,301 $35,634 $5,882 $125,817 
 Six Months Ended June 30, 2024
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at December 31, 2023$81,410 $29,557 $6,555 $117,522 
Charge-offs(4,425)(9,769)(19)(14,213)
Recoveries— 719 26 745 
Provision (credit) for loan and lease losses excluding unfunded commitments5,167 12,879 (350)17,696 
Balance at June 30, 2024$82,152 $33,386 $6,212 $121,750 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Six Months Ended June 30, 2023
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at December 31, 2022$68,154 $26,604 $3,724 $98,482 
Charge-offs— (2,525)(16)(2,541)
Recoveries12 960 21 993 
Provision (credit) for loan and lease losses excluding unfunded commitments16,135 10,595 2,153 28,883 
Balance at June 30, 2023$84,301 $35,634 $5,882 $125,817 
The ACL for unfunded credit commitments, which is included in other liabilities, was $11.4 million, and $19.8 million at June 30, 2024 and December 31, 2023, respectively.
Provision for Credit Losses
The provision (credit) for credit losses are set forth below for the periods indicated:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (In Thousands)
Provision (credit) for loan and lease losses:  
Commercial real estate$2,496 $1,603 $5,167 $16,135 
Commercial7,540 3,981 12,879 10,595 
Consumer(23)465 (350)2,153 
Total (credit) provision for loan and lease losses10,013 6,049 17,696 28,883 
Unfunded commitments(4,406)(323)(4,666)2,187 
Investment securities available-for-sale(39)— (83)— 
Total provision (credit) for credit losses$5,568 $5,726 $12,947 $31,070 
Allowance for Loan and Lease Losses Methodology
Management has established a methodology to determine the adequacy of the ACL that assesses the risks and losses expected on the loan and lease portfolio and unfunded commitments. Additions to the ACL are made by charges to the provision for credit losses. Losses on loans and leases are charged off against the allowance when all or a portion of a loan or lease is considered uncollectible. Subsequent recoveries on loans previously charged off, if any, are credited to the allowance when realized.
To calculate the allowance for loans collectively evaluated, management uses models developed by a third party. CRE, C&I, and retail lifetime loss rate models calculate the expected losses over the life of the loan based on exposure at default loan attributes and reasonable, supportable economic forecasts. The exposure at default considers the current unpaid balance, prepayment assumptions and expected utilization assumptions. The expected loss estimates for two small commercial portfolios are based on historical loss rates.
Key assumptions used in the models include portfolio segmentation, prepayments, and the expected utilization of unfunded commitments, among others. The portfolios are segmented by loan level attributes such as loan type, loan size, date of origination, and delinquency status to create homogenous loan pools. Pool level metrics are calculated and loss rates are subsequently applied to the pools as the loans have like characteristics. Prepayment assumptions are embedded within the models and are based on the same data used for model development and incorporate adjustments for reasonable and supportable forecasts. Model development data and developmental time periods vary by model, but all use at least ten years of historical data and capture at least one recessionary period. Expected utilization is based on current utilization and a LEQ factor. LEQ
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
varies by current utilization and provides a reasonable estimate of expected draws and borrower behavior. Assumptions and model inputs are reviewed in accordance with model monitoring practices and as information becomes available.
The ACL estimate incorporates reasonable and supportable forecasts of various macro-economic variables over the remaining life of loans and leases. The development of the reasonable and supportable forecast assume each macro-economic variable will revert to long-term expectations, with reversion characteristics unique to specific economic indicators and forecasts. Reversion towards long-term expectations generally begins two to three years from the forecast start date and largely completes within the first five years. Because the reasonable and supportable economic forecasts used in the models are mean reverting, the models are therefore considered to be implicitly mean reverting.
Management elected to use multiple economic forecasts in determining the reserve to account for economic uncertainty. The forecasts include various projections of gross domestic product, interest rates, property price indices, and employment measures. Scenario weighting and model parameters are reviewed for each calculation and updated to reflect facts and circumstances as of the financial statement date. The forecasts utilized at June 30, 2024 reflect the immediate and longer-term effects of a higher interest rate environment and inflationary conditions compared to recent history.
As of June 30, 2024, management applied qualitative adjustments to the CRE lifetime loss rate, C&I lifetime loss rate, and Retail lifetime loss rate models. These adjustments addressed model limitations, were based on historical loss patterns, and targeted specific risks within the certain portfolios. A general qualitative adjustment was applied to all models to account for general economic uncertainty by placing a greater probability on negative economic forecasts. Additional qualitative factors were applied to capture specific risks in several sub-segments of the portfolio determined to have potential incremental risk relative to the model’s results (e.g., office and specialty vehicle) based on recent collateral valuations and performance trends. These adjustments included both positive and negative adjustments and were applied to five different sub-segments with a total impact of $21.5 million at June 30, 2024. Management reviews these factors on a quarterly basis as market conditions and segment performance evolve.
Specific reserves are established for loans individually evaluated for impairment when amortized cost basis is greater than the discounted present value of expected future cash flows or, in the case of collateral-dependent loans, when there is an excess of a loan's amortized cost basis over the fair value of its underlying collateral. When loans and leases do not share risk characteristics with other financial assets they are evaluated individually. Individually evaluated loans are reviewed quarterly with adjustments made to the calculated reserve as necessary.
The general allowance for loan and lease losses remained flat at $108.4 million as of June 30, 2024 and December 31, 2023, respectively, as a result of the stabilization of credit conditions.
The specific allowance for loan and lease losses was $13.4 million as of June 30, 2024, compared to $9.1 million as of December 31, 2023. The specific allowance increased $4.3 million during the six months ended June 30, 2024, primarily due to specific reserve increases totaling $3.0 million for commercial loans and $1.3 million for commercial real estate loans.
As of June 30, 2024, management believes that the methodology for calculating the allowance is sound and that the allowance provides a reasonable basis for determining and reporting on expected losses over the lifetime of the Company’s loan portfolios.
Credit Quality Assessment
At the time of loan origination, a rating is assigned based on the capacity to pay and general financial strength of the borrower, the value of assets pledged as collateral, and the evaluation of third party support such as a guarantor. The Company continually monitors the credit quality of the loan portfolio using all available information. The officer responsible for handling each loan is required to initiate changes to risk ratings when changes in facts and circumstances occur that warrant an upgrade or downgrade in a loan rating. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, adversely risk-rated, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower's ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a modified loan.
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
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
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—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 immediate loss of principal is envisioned, there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Collateral coverage may be inadequate to cover the principal obligation.
7 Rating—Doubtful
Borrowers exhibit well-defined weaknesses that jeopardize the orderly liquidation of debt with the added provision that the weaknesses make collection of the debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Serious problems exist to the point where partial loss of principal is likely.
8 Rating—Definite Loss
Borrowers deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuation as active assets of the Company is not warranted.
Assets rated as "OAEM," "substandard" or "doubtful" based on criteria established under banking regulations are collectively referred to as "criticized" assets.
Credit Quality Information
The following table presents the amortized cost basis of loans in each class by credit quality indicator and year of origination as of June 30, 2024.
June 30, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Commercial Real Estate     
Pass$88,126 $391,817 $659,323 $761,973 $372,310 $1,580,066 $66,556 $13,652 $3,933,823 
OAEM— — 21,391 2,492 3,256 31,003 — — 58,142 
Substandard— — 4,290 5,514 — 29,915 — — 39,719 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
June 30, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Total88,126 391,817 685,004 769,979 375,566 1,640,984 66,556 13,652 4,031,684 
Current-period gross writeoffs— — — — — 4,426 — — 4,426 
Multi-Family Mortgage
Pass29,270 78,773 223,527 251,942 154,817 610,331 6,222 36,549 1,391,431 
OAEM— — 561 — — — — — 561 
Substandard— — — — — 9,238 — — 9,238 
Total29,270 78,773 224,088 251,942 154,817 619,569 6,222 36,549 1,401,230 
Construction
Pass5,230 37,069 239,286 36,915 6,569 230 2,227 6 327,532 
OAEM— — 7,771 — — — — — 7,771 
Substandard— — 2,417 11,477 — — — — 13,894 
Total5,230 37,069 249,474 48,392 6,569 230 2,227 6 349,197 
Commercial
Pass31,857 234,132 128,138 116,168 33,238 87,515 356,224 7,545 994,817 
OAEM— — — 664 1,594 284 603 4,887 8,032 
Substandard— 4 — 7 104 12,626 2,467 461 15,669 
Doubtful— — — — — 2 — 1,742 1,744 
Total31,857 234,136 128,138 116,839 34,936 100,427 359,294 14,635 1,020,262 
Current-period gross writeoffs— — 4,723 13 — 237 — — 4,973 
Equipment Financing
Pass180,386 408,380 345,351 176,051 104,156 122,433 1,496 5,377 1,343,630 
OAEM— — 1,848 1,096 864 1 — — 3,809 
Substandard— 6,869 7,011 3,475 610 2,713 11,530 — 32,208 
Doubtful— — — — — 15 — — 15 
Total180,386 415,249 354,210 180,622 105,630 125,162 13,026 5,377 1,379,662 
Current-period gross writeoffs— 1,169 3,511 1,280 1,047 1,489 — — 8,496 
Condominium Association
Pass926 7,731 7,176 8,711 6,136 10,697 2,093 136 43,606 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
June 30, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Total926 7,731 7,176 8,711 6,136 10,697 2,093 136 43,606 
Other Consumer
Pass148 243 134 785 2 2,079 46,811 8 50,210 
Total148 243 134 785 2 2,079 46,811 8 50,210 
Current-period gross writeoffs7 4 — — — 8 — — 19 
Total
Pass335,943 1,158,145 1,602,935 1,352,545 677,228 2,413,351 481,629 63,273 8,085,049 
OAEM— — 31,571 4,252 5,714 31,288 603 4,887 78,315 
Substandard— 6,873 13,718 20,473 714 54,492 13,997 461 110,728 
Doubtful— — — — — 17 — 1,742 1,759 
Total$335,943 $1,165,018 $1,648,224 $1,377,270 $683,656 $2,499,148 $496,229 $70,363 $8,275,851 
As of June 30, 2024, there were no loans categorized as definite loss.
20
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
For residential mortgage and home equity loans, the borrowers' credit scores contribute as a reserve metric in the retail loss rate model.

At June 30, 2024
20242023202220212020PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Residential  
Credit Scores  
Over 700$50,342 $69,246 $160,586 $206,107 $114,129 $334,741 $4,800 $95 $940,046 
661 - 7001,036 11,716 15,242 12,511 6,123 22,045 — — 68,673 
600 and below488 1,587 13,423 5,322 6,534 27,272 — — 54,626 
Data not available*
32 1,544 1,928 4,288 — 21,854 — — 29,646 
Total$51,898 $84,093 $191,179 $228,228 $126,786 $405,912 $4,800 $95 $1,092,991 
Home Equity
Credit Scores  
Over 700$1,239 $5,190 $3,858 $1,523 $677 $7,701 $281,465 $4,750 $306,403 
661 - 70089 785 81 118 29 488 20,436 600 22,626 
600 and below99 183 78 — — 406 16,743 3,009 20,518 
Data not available*
— 20 — 1 — 42 2,657 28 2,748 
Total$1,427 $6,178 $4,017 $1,642 $706 $8,637 $321,301 $8,387 $352,295 
_______________________________________________________________________________
* Primarily represents loans made to trusts and purchased mortgages.

The following tables present the recorded investment in loans in each class as of December 31, 2023, by credit quality indicator.
December 31, 2023
20232022202120202019PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Commercial Real Estate      
Pass$386,962 $690,374 $776,834 $378,322 $422,028 $1,245,148 $75,746 $14,882 $3,990,296 
OAEM— — 2,529 3,300 1,784 1,674 — — 9,287 
Substandard— — — — 22,685 23,089 — — 45,774 
Doubtful— — — — — 1,931 — — 1,931 
Total386,962 690,374 779,363 381,622 446,497 1,271,842 75,746 14,882 4,047,288 
Current -period gross writeoffs— 4 942 — — 258 — — 1,204 
21
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
December 31, 2023
20232022202120202019PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Multi-Family Mortgage
Pass68,963 217,727 256,198 165,770 193,162 468,623 5,947 36,585 1,412,975 
Substandard— — — — — 2,216 — — 2,216 
Total68,963 217,727 256,198 165,770 193,162 470,839 5,947 36,585 1,415,191 
Construction
Pass25,691 212,904 36,192 6,292 1,176 239 5,984 — 288,478 
Substandard— 2,417 11,155 — — — — — 13,572 
Total25,691 215,321 47,347 6,292 1,176 239 5,984 — 302,050 
Commercial
Pass220,563 137,332 125,385 37,601 23,046 69,104 337,316 3,570 953,917 
OAEM— — 79 2,081 1,291 — 1,827 8,225 13,503 
Substandard4 — 9 — 12,362 273 981 3,388 17,017 
Doubtful— — — — 1 1 — 2 4 
Total220,567 137,332 125,473 39,682 36,700 69,378 340,124 15,185 984,441 
Current-period gross writeoffs1,000 3,500 4,842 1,164 673 2,379 — — 13,558 
Equipment Financing
Pass443,878 389,083 205,208 125,888 88,465 74,727 12,919 5,740 1,345,908 
OAEM— 2,144 1,232 1,033 159 — — — 4,568 
Substandard1,250 8,107 4,105 2,181 2,255 2,259 — — 20,157 
Doubtful— — — — — 15 — — 15 
Total445,128 399,334 210,545 129,102 90,879 77,001 12,919 5,740 1,370,648 
Current-period gross writeoffs498 1,075 1,915 122 553 2,275 — — 6,438 
Condominium Association
Pass4,460 7,569 9,186 6,686 4,414 9,086 3,010 168 44,579 
Total4,460 7,569 9,186 6,686 4,414 9,086 3,010 168 44,579 
Other Consumer
Pass408 200 516 5 21 2,062 47,191 3 50,406 
Total408 200 516 5 21 2,062 47,191 3 50,406 
Current-period gross writeoffs6 — 2 — 11 9 — — 28 
Total
Pass1,150,925 1,655,189 1,409,519 720,564 732,312 1,868,989 488,113 60,948 8,086,559 
OAEM— 2,144 3,840 6,414 3,234 1,674 1,827 8,225 27,358 
Substandard1,254 10,524 15,269 2,181 37,302 27,837 981 3,388 98,736 
22
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
December 31, 2023
20232022202120202019PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Doubtful— — — — 1 1,947 — 2 1,950 
Total$1,152,179 $1,667,857 $1,428,628 $729,159 $772,849 $1,900,447 $490,921 $72,563 $8,214,603 
As of December 31, 2023, there were no loans categorized as definite loss.
At December 31, 2023
20232022202120202019PriorRevolving LoansRevolving Loans Converted to Term LoansTotal
 (In Thousands)
Residential  
Credit Scores  
Over 700$72,022 $161,491 $210,338 $118,752 $84,792$261,474 $4,998 $439 $914,306 
661 - 70012,200 20,824 11,059 7,970 4,40224,152 — — 80,607 
600 and below1,943 12,108 7,197 7,093 5,44923,838 — — 57,628 
Data not available*
1,353 2,246 3,025 — 44823,163 28 — 30,263 
Total$87,518 $196,669 $231,619 $133,815 $95,091$332,627 $5,026 $439 $1,082,804 
Current-period gross writeoffs— — — — — 25 — — 25 
Home Equity
Credit Scores
Over 700$5,505 $3,807 $1,667$769 $1,218$7,366 $272,169 $4,617 $297,118 
661 - 7001,005 310 —36 —671 21,936 830 24,788 
600 and below148 143 41— 39402 17,349 2,008 20,130 
Data not available*
23 — 1 — — 45 2,062 15 2,146 
Total$6,681 $4,260 $1,709$805 $1,257$8,484 $313,516 $7,470 $344,182 
_______________________________________________________________________________
* Primarily represents loans made to trusts and purchased mortgages.
23
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Age Analysis of Past Due Loans and Leases
The following table presents an age analysis of the amortized cost basis in loans and leases as of June 30, 2024.
 At June 30, 2024
 Past Due  Past
Due Greater
Than 90 Days
and Accruing		 
 31-60
Days		61-90
Days		Greater
Than
90 Days		TotalCurrentTotal Loans
and Leases		Non-accrual
Non-accrual
with No Related Allowance
 (In Thousands)
Commercial real estate loans:
Commercial real estate$10,373 $360 $13,133 $23,866 $4,007,818 $4,031,684 $1,651 $11,659 $602 
Multi-family mortgage2,498 — — 2,498 1,398,732 1,401,230 — — — 
Construction— 11,478 2,417 13,895 335,302 349,197 2,417 — — 
Total commercial real estate loans12,871 11,838 15,550 40,259 5,741,852 5,782,111 4,068 11,659 602 
Commercial loans and leases:
Commercial1,109 3,348 3,376 7,833 1,012,429 1,020,262 715 16,636 1,212 
Equipment financing6,099 2,264 22,029 30,392 1,349,270 1,379,662 (61)27,128 2,582 
Condominium association— — — — 43,606 43,606 — — — 
Total commercial loans and leases7,208 5,612 25,405 38,225 2,405,305 2,443,530 654 43,764 3,794 
Consumer loans:
Residential mortgage1,202 600 2,588 4,390 1,088,601 1,092,991 — 4,495 2,726 
Home equity1,125 237 488 1,850 350,445 352,295 272 790 — 
Other consumer1 1 — 2 50,208 50,210 — 1 — 
Total consumer loans2,328 838 3,076 6,242 1,489,254 1,495,496 272 5,286 2,726 
Total loans and leases$22,407 $18,288 $44,031 $84,726 $9,636,411 $9,721,137 $4,994 $60,709 $7,122 
The Company did not recognize any interest income on nonaccrual loans for the three months ended June 30, 2024.













24
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present an age analysis of the recorded investment in originated and acquired loans and leases as of December 31, 2023.
 At December 31, 2023
 Past Due  Loans and
Leases Past
Due Greater
Than 90 Days
and Accruing		 Non-accrual
with No Related Allowance
 31-60
Days		61-90
Days		Greater
Than
90 Days		TotalCurrentTotal Loans
and Leases		Non-accrual
 (In Thousands)
Commercial real estate loans:
Commercial real estate$2,578 $214 $16,915 $19,707 $4,027,581 $4,047,288 $227 $19,608 $740 
Multi-family mortgage346 — — 346 1,414,845 1,415,191 — — — 
Construction— — — — 302,050 302,050 — — — 
Total commercial real estate loans2,924 214 16,915 20,053 5,744,476 5,764,529 227 19,608 740 
Commercial loans and leases:
Commercial829 75 3,808 4,712 979,729 984,441 — 3,886 — 
Equipment financing3,202 4,367 8,984 16,553 1,354,095 1,370,648 — 14,984 2,474 
Condominium association— — — — 44,579 44,579 — — — 
Total commercial loans and leases4,031 4,442 12,792 21,265 2,378,403 2,399,668 — 18,870 2,474 
Consumer loans:
Residential mortgage934 600 3,063 4,597 1,078,207 1,082,804 — 4,292 2,563 
Home equity1,290 44 387 1,721 342,461 344,182 1 860 — 
Other consumer— — — — 50,406 50,406 — — — 
Total consumer loans2,224 644 3,450 6,318 1,471,074 1,477,392 1 5,152 2,563 
Total loans and leases$9,179 $5,300 $33,157 $47,636 $9,593,953 $9,641,589 $228 $43,630 $5,777 
Impaired Loans and Leases
A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. The loans and leases risk-rated "substandard" or worse are considered impaired. Impaired loans and leases which do not share similar risk characteristics with other loans are individually evaluated for credit losses. Specific reserves are established for loans and leases with deterioration in the present value of expected future cash flows or, in the case of collateral-dependent loans and leases, any increase in the loan or lease amortized cost basis over the fair value of the underlying collateral discounted for estimated selling costs. In contrast, the loans and leases which share similar risk characteristics and are not included in the individually evaluated population are collectively evaluated for credit losses.
25
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present information regarding individually evaluated and collectively evaluated allowance for loan and lease losses for credit losses on loans and leases at the dates indicated.
At June 30, 2024
Commercial Real EstateCommercialConsumerTotal
(In Thousands)
Allowance for Loan and Lease Losses:
Individually evaluated$6,426 $6,943 $— $13,369 
Collectively evaluated75,726 26,443 6,212 108,381 
Total$82,152 $33,386 $6,212 $121,750 
Loans and Leases:
Individually evaluated$62,635 $43,040 $2,726 $108,401 
Collectively evaluated5,719,476 2,400,490 1,492,770 9,612,736 
Total$5,782,111 $2,443,530 $1,495,496 $9,721,137 

At December 31, 2023
Commercial Real EstateCommercialConsumerTotal
(In Thousands)
Allowance for Loan and Lease Losses:
Individually evaluated $5,104 $3,947 $35 $9,086 
Collectively evaluated 76,306 25,610 6,520 108,436 
Total loans and leases$81,410 $29,557 $6,555 $117,522 
Loans and Leases:
Individually evaluated $64,953 $27,083 $4,750 $96,786 
Collectively evaluated 5,699,576 2,372,585 1,472,642 9,544,803 
Total loans and leases$5,764,529 $2,399,668 $1,477,392 $9,641,589 


26
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Loan Modifications
The following tables present the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during the periods indicated.
Three Months Ended June 30, 2024
Number of LoansAmortized Cost% of Total Class of Loans and LeasesFinancial Effect
(In thousands)
Maturity Extension
C&I1$104 — %
This loan was given a 30 month maturity extension to assist the borrower. The financial effect was deemed "de minimis".
Significant Payment Delays
C&I1213,833 0.57 %
These loans and letters of credit were given a two quarter (6 month) payment forbearance. The projected impact of the payment delay is approximately $0.1 million.
Combination - Maturity Extension and Significant Payment Delays
C&I21,6150.07 %
These loans were given 6 month maturity extension and 6 months of interest-only payments.
Combination - Maturity Extension and Interest Rate Reduction
C&I21230.01 %
These loans were given 21 and 25 month extensions, respectively, and reductions in their stated interest rates of 7.5%.
Total17$15,675 0.65 %
27
Table of Contents
BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Three Months Ended June 30, 2023
Number of LoansAmortized Cost% of Total Class of Loans and LeasesFinancial Effect
(In thousands)
Maturity Extension
C&I7$12,938 0.88 %
All 7 loans were
given 6-month
maturity extensions
and restructured
payment plans to assist the borrowers. The
financial effect was
deemed "de minimis".
Combination
C&I2$627 0.04 %
Both loans were given 6 month maturity extensions and restructured delayed payment plans to assist borrowers. The financial effect was deemed "de minimis".
Total9$13,565 0.92 %
Six Months Ended June 30, 2024
Number of LoansAmortized Cost% of Total Class of Loans and LeasesFinancial Effect
(In thousands)
Maturity Extension
C&I2$131 0.01 %
One loan was given a 30 month maturity extension to assist the borrower and the other loan was given a 2 month deferment of payments along with 13 months added to the term of the loan. The financial effect was deemed "de minimis".
Significant Payment Delays
C&I12$13,833 0.57 %
These loans and letters of credit were given a two quarter (6 month) payment forbearance. The projected impact of the payment delay is approximately $0.1 million.
Combination - Maturity Extension and Significant Payment Delays
28
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
C&I21,615 0.07 %
These loans were given 6 month maturity extension and 6 months of interest-only payments.
Combination - Maturity Extension and Interest Rate Reduction
C&I2$123 0.01 %
These loans were given 21 and 25 month extensions, respectively, and reductions in their stated interest rates of 7.5%.
Total18$15,702 0.66 %
Six Months Ended June 30, 2023
Number of LoansAmortized Cost% of Total Class of Loans and LeasesFinancial Effect
(In thousands)
Maturity Extension
C&I24$19,061 1.29 %
All 24 loans were given 6 month maturity extensions and restructured payment plans to assist borrowers. The financial effect was deemed "de minimis".
Combination
CRE
C&I2627 0.04 %
Both loans were given 6 month maturity extensions and restructured delayed payment plans to assist borrowers. The financial effect was deemed "de minimis".
Total26$19,688 1.33 %
29
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables present the aging analysis of loan modifications made to borrowers experiencing financial difficulty during the periods indicated.
Three Months Ended June 30, 2024
Current30-60 Days Past Due61-90 Days Past Due90+ Days Past DueModifiedPaid OffCharged Off
(In thousands)
Total Modifications$14,321 1,353 — — — — — 
Three Months Ended June 30, 2023
Current30-60 Days Past Due61-90 Days Past Due90+ Days Past DueModifiedPaid OffCharged Off
(In thousands)
Total Modifications$13,565 $— $— $— $— $— $— 
Six Months Ended June 30, 2024
Current30-60 Days Past Due61-90 Days Past Due90+ Days Past DueModifiedPaid OffCharged Off
(In thousands)
Total Modifications$14,349 1,353 — — — — — 
Six Months Ended June 30, 2023
Current30-60 Days Past Due61-90 Days Past Due90+ Days Past DueModifiedPaid OffCharged Off
(In thousands)
Total Modifications$19,688 $— $— $— $— $— $— 
(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 June 30, 2024At December 31, 2023
 (In Thousands)
Goodwill$241,222 $160,427 
Additions— 80,795 
Balance at end of period241,222 241,222 
Other intangible assets, net accumulated amortization:
Core deposits19,741 23,118 
Trade name1,089 1,089 
Total other intangible assets20,830 24,207 
Total goodwill and other intangible assets$262,052 $265,429 
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.
30
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
The weighted-average amortization period for the core deposit intangible is 5.44 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 2024$3,337 
Year ending:
20255,595 
20264,323 
20273,243 
20282,162 
20291,081 
Thereafter— 
Total$19,741 
(7) Accumulated Other Comprehensive Income (Loss)
For the six months ended June 30, 2024 and 2023, the Company’s accumulated OCI (loss) includes the following three components: (i) unrealized holding gains (losses) on investment securities available-for-sale; (ii) change in the fair value of cash flow hedges; and (iii) adjustment of accumulated obligation for postretirement benefits.
 
Changes in accumulated OCI (loss) by component, net of tax, were as follows for the periods indicated:
 Three Months Ended June 30, 2024
 
Investment
Securities
 Available-for-Sale
Net Change in Fair Value of Cash Flow HedgesPostretirement
Benefits		Accumulated Other
Comprehensive
Income (Loss)
 (In Thousands)
Balance at March 31, 2024$(58,823)$(3,347)$1,329 $(60,841)
Other comprehensive income (loss)(910)(759)— (1,669)
Reclassification adjustment for (income) expense recognized in earnings— 817 — 817 
Balance at June 30, 2024$(59,733)$(3,289)$1,329 $(61,693)
 Three Months Ended June 30, 2023
 
Investment
Securities
 Available-for-Sale
Net Change in Fair Value of Cash Flow HedgesPostretirement
Benefits		Accumulated Other
Comprehensive
Income (Loss)
 (In Thousands)
Balance at March 31, 2023$(52,281)$(895)$488 $(52,688)
Other comprehensive income (loss)(10,273)(4,265)— (14,538)
Reclassification adjustment for (income) expense recognized in earnings— 1,070 — 1,070 
Balance at June 30, 2023$(62,554)$(4,090)$488 $(66,156)
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Six Months Ended June 30, 2024
 
Investment
Securities
 Available-for-Sale
Net Change in Fair Value of Cash Flow HedgesPostretirement
Benefits		Accumulated Other
Comprehensive
Income (Loss)
 (In Thousands)
Balance at December 31, 2023$(52,546)$(1,581)$1,329 $(52,798)
Other comprehensive income (loss)(7,187)(3,340)— (10,527)
Reclassification adjustment for (income) expense recognized in earnings— 1,632 — 1,632 
Balance at June 30, 2024$(59,733)$(3,289)$1,329 $(61,693)
 Six Months Ended June 30, 2023
 
Investment
Securities
 Available-for-Sale
Net Change in Fair Value of Cash Flow HedgesPostretirement
Benefits		Accumulated Other
Comprehensive
Income (Loss)
 (In Thousands)
Balance at December 31, 2022$(60,192)$(2,243)$488 $(61,947)
Other comprehensive income (loss)(2,362)(2,249)— (4,611)
Reclassification adjustment for (income) expense recognized in earnings— 402 — 402 
Balance at June 30, 2023$(62,554)$(4,090)$488 $(66,156)
(8) Derivatives and Hedging Activities
The Company executes loan level derivative products such as interest rate swap agreements with commercial banking customers to aid them in managing their interest rate risk. The interest rate swap contracts allow the commercial banking customers to convert floating rate loan payments to fixed rate loan payments. The Company concurrently enters into offsetting swaps with a third party financial institution, effectively minimizing its net risk exposure resulting from such transactions. The third party financial institution exchanges the customer's fixed rate loan payments for floating rate loan payments. As the interest rate swap agreements associated with this program do not meet hedge accounting requirements, changes in the fair value are recognized directly in earnings. Based on the Company's intended use for the loan level derivatives at inception, the Company designates the derivative as either an economic hedge of an asset or liability, or a hedging instrument subject to the hedge accounting provisions of FASB ASC Topic 815, "Derivatives and Hedging".
The Company believes using interest rate derivatives adds stability to interest income and expense and allows the Company to manage its exposure to interest rate movements. The Company enters into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments. The Company enters into interest rate swaps as hedging instruments against the interest rate risk associated with the Company's FHLB borrowings and loan portfolio. For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of OCI, and is reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The following table reflects the Company's derivative positions as of the date indicated below for interest rate derivatives which qualify as cash flow hedges for accounting purposes.
 At June 30, 2024
Notional AmountAverage MaturityWeighted Average RateFair Value
 Current Rate PaidReceived Fixed Swap Rate
 (in thousands)(in years)(in thousands)
Interest rate swaps on loans$225,000 2.45.34 %3.39 %$(4,788)
32
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)

 At December 31, 2023
Notional AmountAverage MaturityWeighted Average RateFair Value
 Current Rate PaidReceived Fixed Swap Rate
 (in thousands)(in years)(in thousands)
Interest rate swaps on loans$225,000 2.905.35 %3.39 %$(2,608)
The Company utilizes risk participation agreements with other banks participating in commercial loan arrangements. Participating banks guarantee the performance on borrower-related interest rate swap contracts. Risk participation agreements are derivative financial instruments and are recorded at fair value. These derivatives are not designated as hedges and therefore, changes in fair value are recorded directly through earnings in other non-interest income at each reporting period. Under a risk participation-out agreement, a derivative asset, the Company participates out a portion of the credit risk associated with the interest rate swap position executed with the commercial borrower, for a fee paid to the participating bank.
The Company offers foreign exchange contracts to commercial borrowers to accommodate their business needs. These foreign exchange contracts do not qualify as hedges for accounting purposes. To mitigate the market and liquidity risk associated with these foreign exchange contracts, the Company enters into similar offsetting positions.
Asset derivatives and liability derivatives are included in other assets and accrued expenses and other liabilities on the unaudited consolidated balance sheets.
The following tables present the Company's customer related derivative positions for the periods indicated below for those derivatives not designated as hedging.
 Notional Amount Maturing
 Number of PositionsLess than 1 yearLess than 2 yearsLess than 3 yearsLess than 4 yearsThereafterTotalFair Value
June 30, 2024
 (Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable151 $109,624 $98,796 $132,457 $157,980$1,202,873 $1,701,730 $106,291 
Pay fixed, receive variable151 109,624 98,796 132,457 157,9801,202,873 1,701,730 106,291 
Risk participation-out agreements66 33,358 2,944 29,349 43,272421,977 530,900 714 
Risk participation-in agreements10 — — 26,381 — 76,914 103,295 196 
Foreign exchange contracts
Buys foreign currency, sells U.S. currency16 $4,252 $— $— $— $— $4,252 $65 
Sells foreign currency, buys U.S. currency16 4,301 — — — — 4,301 113 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Notional Amount Maturing
 Number of PositionsLess than 1 yearLess than 2 yearsLess than 3 yearsLess than 4 yearsThereafterTotalFair Value
December 31, 2023
(Dollars In Thousands)
Loan level derivatives
Receive fixed, pay variable153 $69,135 $156,567 $66,330 $244,615 $1,196,551 $1,733,198 $80,118 
Pay fixed, receive variable153 69,135 156,567 66,330 244,615 1,196,551 1,733,198 80,118 
Risk participation-out agreements67 22,979 33,409 6,038 64,875 415,086 542,387 1,238 
Risk participation-in agreements9 — — 23,155 3,577 73,581 100,313 310 
Foreign exchange contracts
Buys foreign currency, sells U.S. currency23 $3,262 $— $— $— $— $3,262 $139 
Sells foreign currency, buys U.S. currency28 3,895 — — — — 3,895 132 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Certain derivative agreements contain provisions that require the Company to post collateral if the derivative exposure exceeds a threshold amount. The Company posted collateral to dealer counterparties of $0.9 million and $1.2 million in the normal course of business as of June 30, 2024 and December 31, 2023, respectively.
The tables below present the offsetting of derivatives and amounts subject to master netting agreements not offset in the unaudited consolidated balance sheet at the dates indicated.
 At June 30, 2024
Gross
Amounts Recognized		Gross Amounts
Offset in the
Statement of Financial Position		Net Amounts  Presented in the Statement of Financial PositionGross Amounts Not Offset in the
Statement of Financial Position		Net Amount
 Financial Instruments PledgedCash Collateral Pledged
 (In Thousands)
Asset derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$— $— $— $— $— $— 
Derivatives not designated as hedging instruments:
Loan level derivatives$112,860 $— $112,860 $— $— $112,860 
Risk participation-out agreements714 — 714 — — 714 
Foreign exchange contracts113 — 113 — — 113 
Total$113,687 $— $113,687 $— $— $113,687 
Liability derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$4,788 $— $4,788 $— $— $4,788 
Derivatives not designated as hedging instruments:
Loan level derivatives$112,860 $— $112,860 $— $870 $111,990 
Risk participation-in agreements196 — 196 — — 196 
Foreign exchange contracts65 — 65 — — 65 
Total$117,909 $— $117,909 $— $870 $117,039 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 At December 31, 2023
Gross
Amounts Recognized		Gross Amounts
Offset in the
Statement of Financial Position		Net Amounts  Presented in the Statement of Financial PositionGross Amounts Not Offset in the
Statement of Financial Position		Net Amount
 Financial Instruments PledgedCash Collateral Pledged
 (In Thousands)
Asset derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$234 $— $234 $— $— $234 
Derivatives not designated as hedging instruments:
Loan level derivatives$99,876 $— $99,876 $— $— $99,876 
Risk participation-out agreements1,238 — 1,238 — — 1,238 
Foreign exchange contracts139 — 139 — — 139 
Total$101,487 $— $101,487 $— $— $101,487 
Liability derivatives
Derivatives designated as hedging instruments:
Interest rate derivatives$2,842 $— $2,842 $— $— $2,842 
Derivatives not designated as hedging instruments:
Loan level derivatives$99,876 $— $99,876 $20,353 $61,153 $18,370 
Risk participation-in agreements310 — 310 — — 310 
Foreign exchange contracts132 — 132 — — 132 
Total$103,160 $— $103,160 $20,353 $61,153 $21,654 
The Company has agreements with certain of its derivative counterparties that contain credit-risk-related contingent provisions. These provisions provide the counterparty with the right to terminate its derivative positions and require the Company to settle its obligations under the agreements if the Company defaults on certain of its indebtedness or if the Company fails to maintain its status as a well-capitalized institution.
Fair Value
Six Months Ended 
 June 30, 2024		Six Months Ended 
 June 30, 2023
 (Dollars in Thousands)
Derivatives designated as hedges$(4,788)$(5,842)
(Loss) gain in OCI on derivatives (effective portion), net of tax$(3,290)$(4,089)
Gain (loss) reclassified from OCI into interest income or interest expense (effective portion)$(2,206)$(1,446)
The guidance in ASU 2017-12 requires that amounts in accumulated OCI that are included in the assessment of effectiveness should be reclassified into earnings in the same period in which the hedged forecasted transactions impact earnings. A portion of the balance reported in accumulated OCI related to derivatives will be reclassified to interest expense as interest payments are made or received on the Company’s interest rate swaps. The Company monitors the risk of counterparty default on an ongoing basis.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)

(9) Stock Based Compensation

As of June 30, 2024, the Company had one active equity plan: the 2021 Plan. As a result of the 2021 Plan having been approved by the Company's stockholders at the 2021 annual meeting of stockholders, the Company discontinued granting awards under the 2014 Plan, and no further shares will be granted as awards under the 2014 Plan.

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

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

During the three and six months ended June 30, 2024 and June 30, 2023, no shares were issued, respectively, upon satisfaction of required conditions of the Plans.
Total expense for the Plans was $0.8 million and $0.9 million for the three months ended June 30, 2024 and 2023, respectively. Total expense for the Plans was $1.9 million and $1.8 million for the six months ended June 30, 2024 and 2023, respectively.
(10) EPS

The following table is a reconciliation of basic EPS and diluted EPS:
Three Months Ended
 June 30, 2024June 30, 2023
 BasicFully
Diluted		BasicFully
Diluted
(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income$16,372 $16,372 $21,850 $21,850 
Denominator:
Weighted average shares outstanding88,904,692 88,904,692 88,665,135 88,665,135 
Effect of dilutive securities— 317,623 — 261,408 
Adjusted weighted average shares outstanding88,904,692 89,222,315 88,665,135 88,926,543 
EPS$0.18 $0.18 $0.25 $0.25 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Six Months Ended
 June 30, 2024June 30, 2023
 BasicFully
Diluted		BasicFully
Diluted
(Dollars in Thousands, Except Per Share Amounts)
Numerator:
Net income$31,037 $31,037 $29,410 $29,410 
Denominator:
Weighted average shares outstanding88,899,635 88,899,635 87,620,194 87,620,194 
Effect of dilutive securities— 302,277 — 267,786 
Adjusted weighted average shares outstanding88,899,635 89,201,912 87,620,194 87,887,980 
EPS$0.35 $0.35 $0.34 $0.34 
(11) Fair Value of Financial Instruments
A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring and non-recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There were no changes in the valuation techniques used during the three and six months ended June 30, 2024 and June 30, 2023.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables set forth the carrying value of assets and liabilities measured at fair value on a recurring basis at the dates indicated:
 Carrying Value as of June 30, 2024
 Level 1Level 2Level 3Total
 (In Thousands)
Assets:    
Investment securities available-for-sale:    
GSE debentures$— $192,338 $— $192,338 
GSE CMOs— 58,098 — 58,098 
GSE MBSs— 155,003 — 155,003 
Municipal obligations— 3,228 12,573 15,801 
Corporate debt obligations— 15,441 2,385 17,826 
U.S. Treasury bonds— 416,882 — 416,882 
Foreign government obligations— 491 — 491 
Total investment securities available-for-sale$— $841,481 $14,958 $856,439 
Assets:
Interest rate derivatives$— $— $— $— 
Derivatives not designated as hedging instruments:
Loan level derivatives— 112,860 — 112,860 
Risk participation-out agreements— 714 — 714 
Foreign exchange contracts— 113 — 113 
Liabilities:    
Interest rate derivatives$— $4,788 $— $4,788 
Derivatives not designated as hedging instruments:
Loan level derivatives— 112,860 — 112,860 
Risk participation-in agreements— 196 — 196 
Foreign exchange contracts— 65 — 65 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
 Carrying Value as of December 31, 2023
 Level 1Level 2Level 3Total
 (In Thousands)
Assets:    
Investment securities available-for-sale:    
GSE debentures$— $201,127 $— $201,127 
GSE CMOs— 61,617 — 61,617 
GSE MBSs— 169,997 — 169,997 
Municipal obligations— 3,398 15,524 18,922 
Corporate debt obligations— 17,337 2,379 19,716 
U.S. Treasury bonds— 444,737 — 444,737 
Foreign government obligations— 485 — 485 
Total investment securities available-for-sale$— $898,698 $17,903 $916,601 
Interest rate derivatives— 234 — 234 
Loan level derivatives— 99,876 — 99,876 
Risk participation-out agreements— 1,238 — 1,238 
Foreign exchange contracts— 139 — 139 
Liabilities:   
Interest rate derivatives$— $2,842 $— $2,842 
Loan level derivatives— 99,876 — 99,876 
Risk participation-in agreements— 310 — 310 
Foreign exchange contracts— 132 — 132 
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 obligations, municipal obligations and trust preferred securities, all of which are included in Level 2. As of June 30, 2024, $15.0 million of investment securities available-for-sale are included in Level 3 within the investment portfolio. The composition of these assets are primarily composed of subordinated debt of local banks and private placement municipal securities. Of these securities, approximately $12.6 million are private placement municipal Bond Anticipation Notes. As of December 31, 2023, certain corporate debt securities and municipal obligations were valued using pricing models included in Level 3.
Additionally, management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with management's expectation of the market. Changes in the prices obtained from the pricing service are analyzed from month to month, taking into consideration changes in market conditions including changes in mortgage spreads, changes in U.S. Treasury security yields and changes in generic pricing of 15-year and 30-year securities. Additional analysis may include a review of prices provided by other independent parties, a yield analysis, a review of average life changes using Bloomberg analytics and a review of historical pricing for a particular security.
Derivatives and Hedging Instruments
The fair value of interest rate derivatives designated as hedging instruments, loan level derivatives, risk participation agreements (RPA in/out), and foreign exchange contracts represent a Level 2 valuation and are based on settlement values adjusted for credit risks associated with the counterparties and the Company and observable market interest rate curves and foreign exchange rates where applicable. Credit risk adjustments consider factors such as the likelihood of default by the
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
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 at June 30, 2024 and December 31, 2023, respectively.
The following tables summarize information about significant unobservable inputs related to the Company's categories of Level 3 financial assets and liabilities measured on a recurring basis.
Quantitative Information About Level 3 Fair Value Measurements - Recurring Basis
Financial InstrumentEstimated Fair ValueValuation Technique(s)Significant Unobservable InputsRange of Inputs Weighted Average
(In Thousands)
June 30, 2024
Assets
Municipal obligations$12,573 Discounted Cash FlowDiscount Rate from Bloomberg BVAL
0.0%-3.44%
1.71 %
Corporate debt obligations2,385 Observable BidsBloomberg TRACE
The following table summarizes the changes in estimated fair value for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3).
Changes in Estimated Fair Value of Level 3 Financial Assets and Liabilities - Recurring Basis
Six Months Ended June 30, 2024
(In Thousands)
Municipal obligationsCorporate debt obligations
Beginning balance$15,524 $2,379 
Purchases2,498 — 
Included in comprehensive income (242)(5)
Transfers in— — 
Transfers out— — 
Sales— — 
Maturities, calls, and paydowns(5,207)11 
Ending balance$12,573 $2,385 
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring basis are summarized below at the dated indicated:
 Carrying Value as of June 30, 2024
 Level 1Level 2Level 3Total
 (In Thousands)
Assets measured at fair value on a non-recurring basis:    
Collateral-dependent impaired loans and leases$— $— $26,818 $26,818 
OREO— — 780 780 
Repossessed assets— 1,194 — 1,194 
Total assets measured at fair value on a non-recurring basis$— $1,194 $27,598 $28,792 
 Carrying Value as of December 31, 2023
 Level 1Level 2Level 3Total
 (In Thousands)
Assets measured at fair value on a non-recurring basis:    
Collateral-dependent impaired loans and leases$— $— $16,720 $16,720 
OREO— — 780 780 
Repossessed assets— 914 — 914 
Total assets measured at fair value on a non-recurring basis$— $914 $17,500 $18,414 
Collateral-Dependent Impaired Loans and Leases
For nonperforming loans and leases where the credit quality of the borrower has deteriorated significantly, fair values of the underlying collateral were estimated using purchase and sales agreements (Level 2), or comparable sales or recent appraisals (Level 3), adjusted for selling costs and other expenses.
Other Real Estate Owned ("OREO")
The Company records OREO at the lower of cost or fair value. In estimating fair value, the Company utilizes purchase and sales agreements (Level 2) or comparable sales, recent appraisals or cash flows discounted at an interest rate commensurate with the risk associated with these cash flows (Level 3), adjusted for selling costs and other expenses.
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 ValueValuation Technique
At June 30,
2024		At December 31, 2023
 (Dollars in Thousands)
Collateral-dependent impaired loans and leases$26,818 $16,720 
Appraisal of collateral (1)
Other real estate owned780 780 
Appraisal of collateral (1)
________________________________________________________________________
(1) Fair value is generally determined through independent appraisals of the underlying collateral. The Company may also use another available source of collateral assessment to determine a reasonable estimate of the fair value of the collateral. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of the unobservable inputs used may vary but is generally 0% - 10% on the discount for costs to sell and 0% - 15% on appraisal adjustments.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Summary of Estimated Fair Values of Financial Instruments
The following table presents the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company's financial instruments at the dates indicated. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which the fair value approximates carrying value include cash and cash equivalents, restricted equity securities, and accrued interest receivable. Financial liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings, and accrued interest payable.
   Fair Value Measurements at June 30, 2024
 Carrying
Value		Estimated
Fair Value		Level 1
Inputs		Level 2
Inputs		Level 3
Inputs
 (In Thousands)
Financial assets:     
Loans and leases, net$9,599,387 $9,228,137 $— $— $9,228,137 
Financial liabilities:    
Certificates of deposits and brokered deposits2,641,874 2,631,277 — 2,631,277 — 
Borrowed funds1,429,462 1,426,882 — 1,426,882 — 
   Fair Value Measurements at December 31, 2023
 Carrying
Value		Estimated
Fair Value		Level 1
Inputs		Level 2
Inputs		Level 3
Inputs
 (In Thousands)
Financial assets:     
Loans and leases, net$9,524,067 $9,230,864 $— $— $9,230,864 
Financial liabilities: 
Certificates of deposits and brokered deposits2,456,028 2,443,772 — 2,443,772 — 
Borrowed funds1,376,670 1,375,506 — 1,375,506 — 
Loans and Leases
The fair values of performing loans and leases was estimated by segregating the portfolio into its primary loan and lease categories—commercial real estate mortgage, multi-family mortgage, construction, commercial, equipment financing, condominium association, residential mortgage, home equity and other consumer. These categories were further disaggregated based upon significant financial characteristics such as type of interest rate (fixed / variable) and payment status (current / past-due). Using the exit price valuation method, the Company discounts the contractual cash flows for each loan category using interest rates currently being offered for loans with similar terms to borrowers of similar quality and incorporates estimates of future loan prepayments.
Deposits
The fair values of deposit liabilities with no stated maturity (demand, NOW, savings and money market savings accounts) are equal to the carrying amounts payable on demand. The fair value of certificates of deposit represents contractual cash flows discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. The fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the Company's core deposit relationships (deposit-based intangibles).
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Borrowed Funds
The fair value of federal funds purchased is equal to the amount borrowed. The fair value of FHLB advances and repurchase agreements represents contractual repayments discounted using interest rates currently available for borrowings with similar characteristics and remaining maturities. The fair values reported for retail repurchase agreements are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on borrowings with similar characteristics and maturities. The fair values reported for subordinated deferrable interest debentures are based on the discounted value of contractual cash flows. The discount rates used are representative of approximate rates currently offered on instruments with similar terms and maturities.
(12) Commitments and Contingencies
Off-Balance Sheet Financial Instruments
The Company is party to off-balance sheet financial instruments in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby and commercial letters of credit, and loan level derivatives. According to GAAP, these financial instruments are not recorded in the financial statements until they are funded or related fees are incurred or received.
The contract amounts reflect the extent of the involvement the Company has in particular classes of these instruments. Such commitments involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amount recognized in the consolidated balance sheets. The Company's exposure to credit loss in the event of non-performance by the counterparty is represented by the fair value of the instruments. The Company uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Financial instruments with off-balance-sheet risk at the dates indicated follow:
 At June 30, 2024At December 31, 2023
 (In Thousands)
Financial instruments whose contract amounts represent credit risk:  
Commitments to originate loans and leases:  
Commercial real estate$30,470 $88,435 
Commercial192,452 279,001 
Residential mortgage30,683 26,170 
Unadvanced portion of loans and leases1,117,583 1,208,553 
Unused lines of credit:  
Home equity781,730 762,235 
Other consumer125,418 114,816 
Other commercial510 475 
Unused letters of credit: 
     Financial standby letters of credit11,154 8,221 
Performance standby letters of credit26,984 29,187 
Commercial and similar letters of credit2,792 3,278 
Interest rate derivatives225,000 225,000 
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable1,701,730 1,733,198 
Pay fixed, receive variable1,701,730 1,733,198 
Risk participation-out agreements530,900 542,387 
Risk participation-in agreements103,295 100,313 
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency4,252 3,262 
Sells foreign currency, buys U.S. currency4,301 3,895 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee by the customer. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if any, is based on management's credit evaluation of the borrower.
Standby and commercial letters of credit are conditional commitments issued by the Company to guarantee performance of a customer to a third party. These standby and commercial letters of credit are primarily issued to support the financing needs of the Company's commercial customers. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
From time to time, the Company enters into loan level derivatives, risk participation agreements or foreign exchange contracts with commercial customers and third-party financial institutions. These derivatives allow the Company to offer long-term fixed-rate commercial loans while mitigating the interest-rate or foreign exchange risk of holding those loans. In a loan level derivative transaction, the Company lends to a commercial customer on a floating-rate basis and then enters into a loan level derivative with that customer. Concurrently, the Company enters into offsetting swaps with a third-party financial institution, effectively minimizing its net interest-rate risk exposure resulting from such transactions. The fair value of these derivatives are presented in Note 8.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Lease Commitments
The Company leases certain office space under various noncancellable operating leases as well as other assets. These leases have terms ranging from 1 year to over 20 years. Certain leases contain renewal options and escalation clauses which can increase rental expenses based principally on the consumer price index and fair market rental value provisions. All of the Company's current outstanding leases are classified as operating leases.
The Company considered the following criteria when determining whether a contract contains a lease, the existence of an identifiable asset and the right to obtain substantially all of the economic benefits from use of the asset through the period. The Company uses the FHLB classic advance rates available as of the lease's start dates as the discount rate to determine the net present value of the remaining lease payments.
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
(In Thousands)
The components of lease expense was as follows:
Operating lease cost$4,548 $4,200 
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$4,629 $4,465 
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases assets $8,841 $15,307 
Operating leases liabilities8,841 17,049 
At June 30, 2024At December 31, 2023
(In Thousands)
Supplemental balance sheet information related to leases was as follows:
Operating Leases
Operating lease right-of-use assets$35,691 $30,863 
Operating lease liabilities37,102 31,998 
Weighted Average Remaining Lease Term
Operating leases8.498.87
Weighted Average Discount Rate
Operating leases4.2%4.0%

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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
A summary of future minimum rental payments under such leases at the dates indicated follows:
Minimum Rental Payments
June 30, 2024
 (In Thousands)
Remainder of 2024$4,476 
Year ending:
20258,609 
20267,320 
20276,222 
20284,619 
20292,624 
Thereafter9,184 
Total$43,054 
Less imputed interest(5,952)
Present value of lease liability$37,102 
Certain leases contain escalation clauses for real estate taxes and other expenditures, which are not included above. The total real estate taxes were $1.2 million and $1.3 million for the six months ended June 30, 2024 and 2023, respectively. Total other expenditures were $0.3 million and $0.2 million for the six months ended June 30, 2024 and 2023, respectively. Total rental expense was $4.5 million and $4.2 million for the six months ended June 30, 2024 and 2023. Total rental expense was $2.2 million and $2.0 million for the three months ended June 30, 2024 and 2023, respectively.
Legal Proceedings
In the normal course of business, there are various outstanding legal proceedings. In the opinion of management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings.
(13) Revenue from Contracts with Customers
Overview
Revenue from contracts with customers in the scope of ASC 606 ("Topic 606") is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue from contracts with customers when it satisfies its performance obligations.
The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.
In certain cases, other parties are involved with providing services to our customers. If the Company is a principal in the transaction (providing services itself or through a third party on its behalf), revenues are reported based on the gross consideration received from the customer and any related expenses are reported in gross noninterest expense. If the Company is an agent in the transaction (referring to another party to provide services), the Company reports its net fee or commission retained as revenue.
A substantial portion of the Company’s revenue is specifically excluded from the scope of Topic 606. This exclusion is associated with financial instruments, including interest income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales. For the revenue that is in-scope of Topic 606, the following is a description of principal activities from which the Company generates its revenue from contracts with customers, separated by the timing of revenue recognition.
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BROOKLINE BANCORP, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements (Continued)
Revenue Recognized at a Point in Time
The Company recognizes revenue that is transactional in nature and such revenue is earned at a point in time. Revenue that is recognized at a point in time includes card interchange fees (fee income related to debit card transactions), ATM fees, wire transfer fees, overdraft charge fees, and stop-payment and returned check fees. Additionally, revenue is collected from loan fees, such as letters of credit, line renewal fees and application fees. Such revenue is derived from transactional information and is recognized as revenue immediately as the transactions occur or upon providing the service to complete the customer’s transaction.
Revenue Recognized Over Time
The Company recognizes revenue over a period of time, generally monthly, as services are performed and performance obligations are satisfied. Such revenue includes commissions on investments, insurance sales and service charges on deposit accounts. Fee revenue from service charges on deposit accounts represents the service charges assessed to customers who hold deposit accounts at the Banks.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. These statements, which are based on certain assumptions and describe Brookline Bancorp, Inc.’s (the “Company’s”) future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These statements include, among others, statements regarding the Company’s intent, belief or expectations with respect to economic conditions, trends affecting the Company’s financial condition or results of operations, and the Company’s exposure to market, liquidity, interest-rate and credit risk.
Forward-looking statements are based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are only expectations of future results. Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable, the Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other important factors, changes in interest rates; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; turbulence in the capital and debt markets; competitive pressures from other financial institutions; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in the value of securities and other assets in the Company’s investment portfolio; increases in loan and lease default and charge-off rates; the adequacy of allowances for loan and lease losses; decreases in deposit levels that necessitate increases in borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters, and future pandemics; changes in regulation; the possibility that future credit losses may be higher than currently expected due to changes in economic assumptions and adverse economic developments; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; and changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other filings submitted to the 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; BankRI and its subsidiaries; PCSB Bank and its subsidiaries; and Clarendon Private. Brookline Securities Corp, previously a subsidiary of Brookline Bancorp, Inc., was dissolved in November 2023.
As a commercially-focused financial institution with 65 full-service banking offices throughout Greater Boston, the north shore of Massachusetts, Rhode Island and New York, the Company, through Brookline Bank, BankRI and PCSB Bank, offers a wide range of commercial, business and retail banking services, including a full complement of cash management products, foreign exchange services, on-line and mobile banking services, consumer and residential loans and investment advisory services, designed to meet the financial needs of small- to mid-sized businesses and individuals throughout central New England and the Lower Hudson Valley in New York. The Banks and their subsidiaries lend primarily in all New England states and New York, with the exception of the equipment financing portfolio, 29.0% of which is in the Greater New York and New Jersey metropolitan area and 71.0% of which is in other areas in the U.S. as of June 30, 2024. Clarendon Private is a registered investment advisor with the SEC. Through Clarendon Private, the Company offers a wide range of wealth management services to individuals, families, endowments and foundations to help these clients meet their long-term financial goals.
The Company focuses its business efforts on profitably growing its commercial lending businesses, both organically and through acquisitions. The Company’s customer focus, multi-bank structure, and risk management are integral to its organic growth strategy and serve to differentiate the Company from its competitors. As full-service financial institutions, the Banks and their subsidiaries focus their efforts on developing and deepening long-term banking relationships with qualified customers through a full complement of products, excellent customer service, and strong risk management.
The Company manages the Banks under a uniform strategic objective, with one set of uniform policies consistently applied by one executive management team. Within this environment, the Company believes that the ability to make customer decisions locally enhances management's motivation, service levels and, as a consequence, the Company's financial results. As
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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 in accordance with corporate policies overseen by the Company's credit department.
The competition for loans and leases and deposits remains strong. Loan and deposit growth are also influenced by the rate-setting actions of the FRB. Based on management's scenario analysis of deposit sensitivity to the current rate environment and customer's demand for non-depository investment alternatives, management expects there will be further deposit mix migration and increased deposit sensitivity to interest rates, which may negatively impact the net interest income and the net interest margin in the near term.
Management expects the net interest margin to stabilize and then increase as loans continue to reprice into the higher rate environment faster than time deposits and other funding sources. Net interest income models, using a projected flat balance sheet with stable deposit balances and an average sensitivity of deposit rates of approximately 40% to market rates, forecast that a short-term increase in rates will positively affect the Company's net interest income, net interest spread, and net interest margin.
As discussed above, changes in interest rates could also precipitate a change in the mix and volume of the Company's deposits and loans. The future operating results of the Company will depend on its ability to maintain or increase the current net interest income, manage credit risk, increase sources of non-interest income, while managing non-interest expenses.
The Company and the Banks are supervised, examined and regulated by the FRB. As a Massachusetts-chartered trust company, Brookline Bank is subject to supervision, examination and regulation by the Massachusetts Division of Banks. As a Rhode Island-chartered financial institution, BankRI is subject to examination, supervision and regulation by the Banking Division of the Rhode Island Department of Business Regulation. As a New York-chartered commercial bank, PCSB Bank is subject to regulation, supervision and examination by the New York State Department of Financial Services. The FDIC insures each of the Banks’ deposits up to $250,000 per depositor.
The Company’s common stock is traded on the Nasdaq Global Select MarketSM under the symbol “BRKL.”
Executive Overview
Balance Sheet
Total assets increased $253.0 million, or 4.4% on an annualized basis, to $11.6 billion as of June 30, 2024 from $11.4 billion as of December 31, 2023. The increase was primarily driven by an increase in cash and cash equivalents and an increase in loans and leases, partially offset a decrease in available-for-sale investment securities. Cash, cash equivalents and available for sale investment securities increased $149.9 million, or 28.6% on an annualized basis, to $1.2 billion as of June 30, 2024 from $1.0 billion as of December 31, 2023. This increased the Company's on balance sheet liquidity from 9.2% of total assets as of December 31, 2023 to 10.3% of total assets as of June 30, 2024.
Cash and cash equivalents increased $210.1 million, or 315.8% on an annualized basis, to $343.1 million as of June 30, 2024 from $133.0 million as of December 31, 2023.
Total investment securities decreased $60.2 million, or 13.1% on an annualized basis, to $856.4 million as of June 30, 2024 from $916.6 million as of December 31, 2023.
Total loans and leases increased $79.5 million, or 1.7% on an annualized basis, to $9.7 billion as of June 30, 2024 from $9.6 billion as of December 31, 2023. The Company's commercial loan portfolios, which are composed of commercial real estate loans and commercial loans and leases, totaled $8.2 billion, or 84.6% of total loans and leases as of June 30, 2024, an increase of $61.4 million, or 1.5% on an annualized basis, from $8.2 billion, or 84.7% of total loans and leases as of December 31, 2023.
Total deposits increased $188.9 million, or 4.4% on an annualized basis, to $8.7 billion as of June 30, 2024 from $8.5 billion as of December 31, 2023. Core deposits, which include demand checking, NOW, money market and savings accounts, totaled $6.1 billion, or 69.8% of total deposits as of June 30, 2024, an increase of $3.1 million, or 0.1% on an annualized basis, from $6.1 billion, or 71.3% of total deposits as of December 31, 2023. Certificate of deposit balances totaled $1.7 billion, or 19.7% of total deposits as of June 30, 2024, an increase of $143.6 million, or 18.2% on an annualized basis, from $1.6 billion, or 18.4% of total deposits as of December 31, 2023. Brokered deposits totaled $923.5 million, or 10.6% of total deposits as of June 30, 2024, an increase of $42.3 million, or 9.6% on an annualized basis, from $881.2 million, or 10.3% of total deposits as of December 31, 2023.
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Total borrowed funds increased $52.8 million, or 7.7% on an annualized basis, to $1.4 billion as of June 30, 2024 from $1.4 billion as of December 31, 2023.
Asset Quality
Nonperforming assets as of June 30, 2024 totaled $62.7 million, or 0.54% of total assets, compared to $45.3 million, or 0.40% of total assets, as of December 31, 2023. Net charge-offs for the three months ended June 30, 2024 were $8.4 million, or 0.35% of average loans and leases on an annualized basis, compared to $1.1 million, or 0.05% of average loans and leases on an annualized basis, for the three months ended June 30, 2023.
The ratio of the allowance for loan and lease losses to total loans and leases was 1.25% as of June 30, 2024, compared to 1.22% as of December 31, 2023.
The ratio of the allowance for loan and lease losses to nonaccrual loans and leases was 200.55% as of June 30, 2024, compared to 269.36% as of December 31, 2023.
Capital Strength
The Company is a "well-capitalized" bank holding company as defined in the FRB's Regulation Y. The Company's common equity Tier 1 capital ratio was 10.33% as of June 30, 2024, compared to 10.25% as of December 31, 2023. The Company's Tier 1 leverage ratio was 8.99% as of June 30, 2024, compared to 9.02% as of December 31, 2023. As of June 30, 2024, the Company's Tier 1 risk-based capital ratio was 10.44%, compared to 10.35% as of December 31, 2023. The Company's Total risk-based capital ratio was 12.45% as of June 30, 2024, compared to 12.37% as of December 31, 2023.
The Company's ratio of stockholders' equity to total assets was 10.30% and 10.53% as of June 30, 2024 and December 31, 2023, respectively. The Company's ratio of tangible stockholders' equity to tangible assets was 8.23% and 8.39% as of June 30, 2024 and December 31, 2023, respectively.
Net Income
For the three months ended June 30, 2024, the Company reported net income of $16.4 million, or $0.18 per basic and diluted share, a decrease of $5.5 million, or 25.1%, from net income of $21.9 million, or $0.25 per basic and diluted share, for the three months ended June 30, 2023. This decrease in net income is primarily the result of a decrease in net interest income of $6.0 million and an increase in non-interest expense of $1.4 million, partially offset by an increase in non-interest income of $0.9 million, and a decrease in the provision for income taxes of $0.7 million. Refer to “Results of Operations" below for further discussion.
For the six months ended June 30, 2024, the Company reported net income of $31.0 million, or $0.35 per basic and diluted share, an increase of $1.6 million, or 5.5%, from $29.4 million, or $0.34 per basic and diluted share for the six months ended June 30, 2023. This increase in net income is primarily the result of a decrease in the provision for credit losses on loans of $18.0 million, a decrease in non-interest expense of $2.4 million, and a decrease in the provision for credit losses on investments of $0.4 million which were all elevated in 2023 due to the acquisition of PCSB, partially offset by a decrease in net interest income of $10.5 million, a decrease in non-interest income of $5.7 million, and an increase in the provision for income taxes of $3.0 million. Refer to “Results of Operations" below for further discussion.
The annualized return on average assets was 0.57% for the three months ended June 30, 2024, compared to 0.78% for the three months ended June 30, 2023. The annualized return on average stockholders' equity was 5.49% for the three months ended June 30, 2024, compared to 7.44% for the three months ended June 30, 2023.
The net interest margin was 3.00% for the three months ended June 30, 2024, down from 3.26% for the three months ended June 30, 2023. The decrease in the net interest margin is a result of an increase of 67 basis points in the Company's cost of interest-bearing liabilities to 3.65% for the three months ended June 30, 2024 from 2.98% for the three months ended June 30, 2023, partially offset by an increase in the yield on interest-earning assets of 30 basis points to 5.79% for the three months ended June 30, 2024 from 5.49% for the three months ended June 30, 2023.
The net interest margin was 3.03% for the six months ended June 30, 2024, down from 3.31% for the six months ended June 30, 2023. The decrease in the net interest margin is a result of an increase of 89 basis points in the Company's cost of interest bearing liabilities to 3.61% for the six months ended June 30, 2024 from 2.72% for the six months ended June 30, 2023, partially offset by an increase in the yield on interest-earning assets of 49 basis points to 5.79% for the six months ended June 30, 2024 from 5.30% for the six months ended June 30, 2023.
The Company’s net interest margin and net interest income is sensitive to the structure and level of interest rates as well as competitive pricing in all loan and deposit categories.
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Critical Accounting Policies and Estimates
The SEC defines “critical accounting policies” as those involving significant judgments and difficult or complex assumptions by management, often as a result of the need to make estimates about matters that are inherently uncertain or variable, which have, or could have, a material impact on the carrying value of certain assets or net income. The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. As discussed in the Company’s 2023 Annual Report on Form 10-K, management has identified the determination of the ACL, the review of goodwill for impairment and business combinations as the Company’s most critical accounting policies.
Recent Accounting Developments
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which improves reportable segment disclosure requirements, particularly regarding a reportable segment’s expenses. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management has determined that ASU 2023-07 does apply to the Company and is currently determining the impact as of June 30, 2024.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to enhance the annual income tax disclosure requirements. This update is effective for annual periods beginning after December 15, 2024. Management has determined that ASU 2023-09 does apply to the Company and is currently determining the impact as of June 30, 2024.
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 stockholders' equity to tangible assets ratio, tangible book value per share, and dividend payout ratio. Management believes that these non-GAAP financial measures provide information useful to investors in understanding the Company’s underlying operating performance and trends, and facilitates comparisons with the performance assessment of financial performance, including non-interest expense control, while the tangible equity ratio and tangible book value per share are used to analyze the relative strength of the Company’s capital position.
The following table reconciles the Company’s operating earnings, operating return on average assets and operating return on average stockholders’ equity for the periods indicated:
At and for the Three Months Ended 
 June 30,		At and for the Six Months Ended June 30,
2024202320242023
(Dollars in Thousands)
Reported Pretax Income$21,645 $27,815 $41,124$36,483
Less:
Gains on the sale of investment securities (1)
—3—1,704
Add:
Day 1 PCSB provision for credit losses———16,744
Merger and restructuring expense (2)
8231,0028237,411
Operating Pretax Income$22,468 28,814 41,947 58,934 
Effective tax rate24.4 %19.4 %24.5 %19.4 %
Provision for income taxes5,4735,58710,28911,427
Operating earnings after tax$16,995$23,227$31,658$47,507
Operating earnings per common share:
Basic$0.19 $0.26 $0.36$0.54 
Diluted$0.19 $0.26 0.35$0.54 
_______________________________________________________________________________
(1) Realized gain related to the rebalancing of the PCSB investment portfolio after acquisition.
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(2) For the three and six months ended June 30, 2024, merger and restructuring expense was related to a non-recurring restructuring charge due to the exit of the specialty vehicle business at Eastern Funding. For the three and six months ended June 30, 2023, merger and restructuring expense was related to the acquisition of PCSB.

The following tables reconcile the Company’s return on average tangible assets and return on average tangible stockholders’ equity for the periods indicated:
Three Months Ended
June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
(Dollars in Thousands)
Operating earnings $16,995$14,665$22,888$22,701$23,227
Average total assets $11,453,394$11,417,185$11,271,941$11,180,635$11,272,672
Less: Average goodwill and average identified intangible assets, net262,859264,536266,225268,199270,147
Average tangible assets $11,190,535$11,152,649$11,005,716$10,912,436$11,002,525
Return on average assets (annualized)0.57%0.51%0.81%0.81%0.78%
Add:
Merger and restructuring expense0.02%—%—%—%0.03%
Operating return on average assets (annualized)0.59%0.51%0.81%0.81%0.81%
Return on average tangible assets (annualized)0.59%0.53%0.83%0.83%0.79%
Add:
Merger and restructuring expense0.02%—%—%—%0.03%
Operating return on average tangible assets (annualized)0.61%0.53%0.83%0.83%0.82%
Average total stockholders' equity $1,193,385$1,201,904$1,170,776$1,167,727$1,174,167
Less: Average goodwill and average identified intangible assets, net262,859264,536266,225268,199270,147
Average tangible stockholders' equity $930,526$937,368$904,551$899,528$904,020
Return on average stockholders' equity (annualized)5.49%4.88%7.82%7.78%7.44%
Add:
Merger and restructuring expense0.21%—%—%—%0.28%
Operating return on average stockholders' equity (annualized)5.70%4.88%7.82%7.78%7.72%
Return on average tangible stockholders' equity (annualized)7.04%6.26%10.12%10.09%9.67%
Add:
Merger and restructuring expense0.27%—%—%—%0.36%
Operating return on average tangible stockholders' equity (annualized)7.31%6.26%10.12%10.09%10.03%
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Three Months Ended
June 30,
2024		March 31,
2024		December 31,
2024		September 30,
2023		June 30,
2023
(Dollars in Thousands)
Net income, as reported $16,372$14,665$22,888$22,701$21,850
Average total assets $11,453,394$11,417,185$11,271,941$11,180,635$11,272,672
Less: Average goodwill and average identified intangible assets, net262,859264,536266,225268,199270,147
Average tangible assets $11,190,535$11,152,649$11,005,716$10,912,436$11,002,525
Return on average tangible assets (annualized)0.59%0.53%0.83%0.83%0.79%
Average total stockholders' equity $1,193,385$1,201,904$1,170,776$1,167,727$1,174,167
Less: Average goodwill and average identified intangible assets, net262,859264,536266,225268,199270,147
Average tangible stockholders' equity $930,526$937,368$904,551$899,528$904,020
Return on average tangible stockholders' equity (annualized)7.04%6.26%10.12%10.09%9.67%

The following table reconciles the Company's tangible equity ratio for the periods indicated:
Three Months Ended
June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
(Dollars in Thousands)
Total stockholders' equity $1,198,480$1,194,231$1,198,644$1,157,871$1,162,308
Less: Goodwill and identified intangible assets, net262,052263,721265,429267,394269,348
Tangible stockholders' equity $936,428$930,510$933,215$890,477$892,960
Total assets $11,635,292$11,542,731$11,382,256$11,180,555$11,206,078
Less: Goodwill and identified intangible assets, net262,052263,721265,429267,394269,348
Tangible assets $11,373,240$11,279,010$11,116,827$10,913,161$10,936,730
Tangible stockholders' equity to tangible assets 8.23%8.25%8.39%8.16%8.16%

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The following table reconciles the Company's tangible book value per share for the periods indicated:
Three Months Ended
June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
(Dollars in Thousands)
Tangible stockholders' equity $936,428 $930,510 $933,215 $890,477 $892,960 
Common shares issued96,998,075 96,998,075 96,998,075 96,998,075 96,998,075 
Less:
Treasury shares7,373,009 7,354,399 7,354,399 7,350,981 7,734,891 
Unvested restricted stock713,443 749,099 749,099 780,859 598,049 
Common shares outstanding88,911,623 88,894,577 88,894,577 88,866,235 88,665,135 
Tangible book value per share $10.53 $10.47 $10.50 $10.02 $10.07 

The following table reconciles the Company's dividend payout ratio for the periods indicated:
Three Months Ended
June 30,
2024		March 31,
2024		December 31,
2023		September 30,
2023		June 30,
2023
(Dollars in Thousands)
Dividends paid$12,001$12,001$11,997$11,989$11,969
Net income, as reported $16,372$14,665$22,888$22,701$21,850
Dividend payout ratio 73.30%81.83%52.42%52.81%54.78%


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Financial Condition
Loans and Leases
The following table summarizes the Company's portfolio of loan and lease receivables as of the dates indicated:
At June 30, 2024At December 31, 2023
BalancePercent
of Total		BalancePercent
of Total
(Dollars in Thousands)
Commercial real estate loans:
Commercial real estate$4,031,684 41.5 %$4,047,288 42.0 %
Multi-family mortgage1,401,230 14.4 %1,415,191 14.7 %
 Construction349,197 3.6 %302,050 3.1 %
Total commercial real estate loans5,782,111 59.5 %5,764,529 59.8 %
Commercial loans and leases:  
Commercial1,020,262 10.5 %984,441 10.2 %
Equipment financing1,379,662 14.2 %1,370,648 14.2 %
 Condominium association43,606 0.4 %44,579 0.5 %
Total commercial loans and leases2,443,530 25.1 %2,399,668 24.9 %
 Consumer loans:   
Residential mortgage1,092,991 11.3 %1,082,804 11.2 %
 Home equity352,295 3.6 %344,182 3.6 %
 Other consumer50,210 0.5 %50,406 0.5 %
Total consumer loans1,495,496 15.4 %1,477,392 15.3 %
Total loans and leases9,721,137 100.0 %9,641,589 100.0 %
Allowance for loan and lease losses (121,750)(117,522)
Net loans and leases$9,599,387 $9,524,067 

The following table sets forth the growth in the Company’s loan and lease portfolios during the six months ended June 30, 2024:
 At June 30,
2024		At December 31,
2023		Dollar ChangePercent Change
(Annualized)
 (Dollars in Thousands)
Commercial real estate$5,782,111 $5,764,529 $17,582 1.2 %
Commercial2,443,530 2,399,668 43,862 7.3 %
Consumer1,495,496 1,477,392 18,104 4.9 %
Total loans and leases$9,721,137 $9,641,589 $79,548 3.3 %
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 $60.0 million unless approved by the Company's Credit Committee. As of June 30, 2024, there were 5 borrowers with loans and commitments over $60.0 million. The total of those loans and commitments was $336.9 million, or 2.86% of total loans and commitments, as of June 30, 2024. As of December 31, 2023, there were four borrowers with loans and commitments over
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$60.0 million. The total of those loans and commitments was $259.5 million, or 2.2% of total loans and commitments, as of December 31, 2023.
The Company has written underwriting policies to control the inherent risks in loan origination. The policies address approval limits, loan-to-value ratios, appraisal requirements, debt service coverage ratios, loan concentration limits and other matters relevant to loan underwriting.
Commercial Real Estate Loans
The commercial real estate portfolio is composed of commercial real estate loans, multi-family mortgage loans, and construction loans and is the largest component of the Company's overall loan portfolio, representing 59.5% of total loans and leases outstanding as of June 30, 2024.
Typically, commercial real estate loans are larger in size and involve a greater degree of risk than owner-occupied residential mortgage loans. Loan repayment is usually dependent on the successful operation and management of the properties and the value of the properties securing the loans. Economic conditions can greatly affect cash flows and property values.
A number of factors are considered in originating commercial real estate and multi-family mortgage loans. The qualifications and financial condition of the borrower (including credit history), as well as the potential income generation and the value and condition of the underlying property, are evaluated. When evaluating the qualifications of the borrower, the Company considers the financial resources of the borrower, the borrower's experience in owning or managing similar property and the borrower's payment history with the Company and other financial institutions. Factors considered in evaluating the underlying property include the net operating income of the mortgaged premises before debt service and depreciation, the debt service coverage ratio (the ratio of cash flow before debt service to debt service), the use of conservative capitalization rates, and the ratio of the loan amount to the appraised value. Generally, personal guarantees are obtained from commercial real estate loan borrowers.
Commercial real estate and multi-family mortgage loans are typically originated for terms of five to fifteen years with amortization periods of 20 to 30 years. Many of the loans are priced at inception on a fixed-rate basis generally for periods ranging from two to five years with repricing periods for longer-term loans. When possible, prepayment penalties are included in loan covenants on these loans. For commercial customers who are interested in loans with terms longer than five years, the Company offers loan level derivatives to accommodate customer need.
The Company's urban and suburban market area is characterized by a large number of apartment buildings, condominiums and office buildings. As a result, commercial real estate and multi-family mortgage lending has been a significant part of the Company's activities for many years. These types of loans typically generate higher yields, but also involve greater credit risk. Many of the Company's borrowers have more than one multi-family or commercial real estate loan outstanding with the Company.
The Company's commercial real estate portfolio is composed primarily of loans secured by apartment buildings ($1.4 billion), office buildings ($790.3 million), retail stores ($959.0 million), industrial properties ($846.2 million), mixed-use properties ($513.0 million), lodging services ($204.9 million), and food services ($79.1 million) as of June 30, 2024. At that date, approximately 77.8% of the commercial real estate loans outstanding were secured by properties located in New England; primarily in the Greater Boston and Greater Providence markets, with additional exposure of approximately 16.6% of the commercial real estate loans outstanding were also secured by properties in the State of New York, nearly all of which is in the Lower Hudson Valley region.
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The following table presents the percentage of the Company's commercial real estate loan portfolio by borrower type that is owner and non-owner occupied as of June 30, 2024.
At June 30, 2024
 Owner Occupied Non-Owner OccupiedTotal
Borrower type:
Multi-family buildings— %23.5 %23.5 %
Office buildings1.2 %12.5 %13.7 %
Retail stores2.1 %14.5 %16.6 %
Industrial properties2.7 %11.9 %14.6 %
Mixed-use properties0.7 %8.2 %8.9 %
Lodging services— %3.4 %3.4 %
Food Services— %0.6 %0.6 %
Other10.8 %7.9 %18.7 %
Total 17.5 %82.5 %100.0 %
The following table presents the percentage of the Company's commercial real estate loan portfolio by geographic concentration that is owner and non-owner occupied as of June 30, 2024.
At June 30, 2024
 Owner Occupied Non-Owner OccupiedTotal
Geographic concentration:
New England11.4 %66.4 %77.8 %
New York3.1 %13.5 %16.6 %
Other3.0 %2.6 %5.6 %
Total 17.5 %82.5 %100.0 %
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.
Commercial Loans
The Company's commercial loan and lease portfolio is composed of commercial loans, equipment financing loans and leases and condominium association loans, which represented 25.1% of total loans outstanding as of June 30, 2024.
The Company's commercial loan and lease portfolio is composed primarily of loans and leases to small to medium sized businesses ($878.8 million), transportation services ($359.3 million), food services ($253.6 million), recreation services ($140.4 million), manufacturing ($135.1 million), retail ($157.1 million), and rental and leasing services ($90.5 million) as of June 30, 2024.
The Company provides commercial banking services to companies in its market areas. Approximately 39.6% of the commercial loans outstanding as of June 30, 2024 were made to borrowers located in New England. The remaining 60.4% of the commercial loans outstanding were made to borrowers in other areas in the U.S., primarily by the Company's equipment financing divisions. Product offerings include lines of credit, term loans, letters of credit, deposit services and cash
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management. These types of credit facilities have as their primary source of repayment cash flows from the operations of businesses. Interest rates offered are available on a floating basis tied to the prime rate or a similar index or on a fixed-rate basis referenced on the FHLB indices.
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’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 10.9% of the commercial loans outstanding in the equipment financing divisions were made to borrowers located in the state of New York. Typically, the loans are priced at a fixed rate of interest and require monthly payments over their 3- to 7-year life. The yields earned on equipment financing loans are higher than those earned on the commercial loans made by the Banks because they involve a higher degree of credit risk. Equipment financing customers are typically small-business owners who operate with limited financial resources and who face greater risks when the economy weakens or unforeseen adverse events arise. Because of these characteristics, personal guarantees of borrowers are usually obtained along with liens on available assets. The size of loan is determined by an analysis of cash flow and other characteristics pertaining to the business and the equipment to be financed, based on detailed revenue and profitability data of similar operations.
Loans to condominium associations are for the purpose of funding capital improvements, are made for five- to ten-year terms and are secured by a general assignment of condominium association revenues. Among the factors considered in the underwriting of such loans are the level of owner occupancy, the financial condition and history of the condominium association, the attractiveness of the property in relation to the market in which it is located and the reasonableness of estimates of the cost of capital improvements to be made. Depending on loan size, funds are advanced as capital improvements are made and, in more complex situations, after completion of engineering inspections.
Consumer Loans
The consumer loan portfolio, which is composed of residential mortgage loans, home equity loans and lines of credit, and other consumer loans, represented 15.4% of total loans outstanding as of June 30, 2024. 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 along with the Lower Hudson Valley area of New York.
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.
Other consumer loans have historically been a modest part of the Company's loan originations. As of June 30, 2024, other consumer loans equaled $50.2 million, or 0.5% of total loans outstanding.
Asset Quality
Criticized and Classified Assets
The Company's management rates certain loans and leases as OAEM, "substandard" or "doubtful" based on criteria established under banking regulations. These loans and leases are collectively referred to as "criticized" assets. Loans and leases rated OAEM have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects of the loan or lease at some future date. Loans and leases rated as substandard are inadequately protected by the payment capacity of the obligor or of the collateral pledged, if any. Substandard loans and leases have a well-defined weakness or weaknesses that jeopardize the liquidation of debt and are characterized by the distinct possibility that the Company will sustain some loss if existing deficiencies are not corrected. Loans and leases rated as doubtful have well-defined weaknesses that jeopardize the orderly liquidation of debt and partial loss of principal is likely. As of June 30, 2024, the Company had $190.8 million of total assets that were designated as criticized. This
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compares to $128.0 million of assets designated as criticized as of December 31, 2023. The increase of $62.8 million in criticized assets was primarily driven by increases in commercial real estate, equipment financing, construction, and multi-family relationships, and offset by a decrease in commercial relationships, for the six months ended June 30, 2024.
Nonperforming Assets
"Nonperforming assets" consist of nonaccrual loans and leases, OREO and other repossessed assets. Under certain circumstances, the Company may restructure the terms of a loan or lease as a concession to a borrower, except for acquired loans and leases which are individually evaluated against expected performance on the date of acquisition. These restructured loans and leases are generally considered "nonperforming loans and leases" until a history of collection of at least six months on the restructured terms of the loan or lease has been established. OREO consists of real estate acquired through foreclosure proceedings and real estate acquired through acceptance of a deed in lieu of foreclosure. Other repossessed assets consist of assets that have been acquired through foreclosure that are not real estate and are included in other assets on the Company's unaudited consolidated balance sheets.
Accrual of interest on loans generally is discontinued when contractual payment of principal or interest becomes past due 90 days or, if in management's judgment, reasonable doubt exists as to the full timely collection of interest. When a loan is placed on nonaccrual status, interest accruals cease and all previously accrued and uncollected interest is reversed and charged against current interest income. Interest payments on nonaccrual loans are generally applied to principal. If collection of the principal is reasonably assured, interest payments are recognized as income on the cash basis. Loans are generally returned to accrual status when principal and interest payments are current, full collectability of principal and interest is reasonably assured and a consistent record of at least six months of performance has been achieved.
In cases where a borrower experiences financial difficulties and the Company makes or reasonably expects to make certain concessionary modifications to contractual terms, the loan is classified as a modified loan. In determining whether a debtor is experiencing financial difficulties, the Company considers, among other factors, if the debtor is in payment default or is likely to be in payment default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the debtor will continue as a going concern, the debtor's entity-specific projected cash flows will not be sufficient to service its debt, or the debtor cannot obtain funds from sources other than the existing creditors at market terms for debt with similar risk characteristics.
As of June 30, 2024, the Company had nonperforming assets of $62.7 million, representing 0.54% of total assets, compared to nonperforming assets of $45.3 million, or 0.40% of total assets as of December 31, 2023. The increase of $17.4 million in nonperforming assets was primarily driven by increases of $12.8 million and $12.1 million in commercial and equipment financing loans, respectively, offset by an $8.0 million decrease in commercial real estate loans during the six months ended June 30, 2024.
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.        
Past Due and Accruing
As of June 30, 2024, the Company had $5.0 million loans and leases greater than 90 days past due and accruing, compared to minimal loans as of December 31, 2023. The increase in 90 days past due and accruing loans was primarily due to one $2.4 million construction relationship, three commercial real estate relationships totaling $1.7 million, and two commercial relationships totaling $0.7 million becoming 90 days past due.
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The following table sets forth information regarding nonperforming assets for the periods indicated:
At June 30, 2024At December 31, 2023
(Dollars in Thousands)
Nonperforming loans and leases:
Nonaccrual loans and leases:
Commercial real estate$11,659 $19,608 
Multi-family mortgage— — 
Construction— — 
Total commercial real estate loans11,659 19,608 
Commercial16,636 3,886 
Equipment financing27,128 14,984 
Condominium association— — 
Total commercial loans and leases43,764 18,870 
Residential mortgage4,495 4,292 
Home equity790 860 
Other consumer1 — 
Total consumer loans5,286 5,152 
Total nonaccrual loans and leases60,709 43,630 
Other real estate owned780 780 
Other repossessed assets1,194 914 
Total nonperforming assets$62,683 $45,324 
Loans and leases past due greater than 90 days and accruing$4,994 $228 
Total delinquent loans and leases 61-90 days past due18,288 5,300 
Restructured loans and leases not included in nonperforming assets— — 
Total nonperforming loans and leases as a percentage of total loans and leases0.62 %0.45 %
Total nonperforming assets as a percentage of total assets0.54 %0.40 %
Total delinquent loans and leases 61-90 days past due as a percentage of total loans and leases0.19 %0.05 %
Allowance for Credit Losses
The ACL consists of general and specific allowances and reflects management's estimate of expected loan and lease losses over the life of the loan or lease. Management uses a consistent and systematic process and methodology to evaluate the adequacy of the ACL on a quarterly basis. Management continuously evaluates and challenges inputs and assumptions in the ACL.
While management evaluates currently available information in establishing the ACL, 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 ACL on a quarterly basis. In addition, various regulatory agencies, as an integral part of their examination process, periodically review a financial institution's ACL and carrying amounts of OREO. Such agencies may require the financial institution to recognize additions or reductions to the allowance based on their judgments about information available to them at the time of their examination.
The Company’s allowance methodology provides a quantification of estimated losses in the portfolio. Under the current methodology, management estimates losses over the life of the loan using reasonable and supportable forecasts. Forecasts, loan
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data, and model documentation are extensively analyzed and reviewed throughout the quarter to ensure estimated losses are appropriate at quarter end. Qualitative adjustments are applied when model output does not align with management expectations. These adjustments are thoroughly reviewed and documented to provide clarity and a reasonable basis for any deviations from the model. For June 30, 2024, qualitative adjustments were applied to the commercial real estate, commercial, and consumer portfolios resulting in a net addition in total reserves compared to modeled calculations.
The following tables present the changes in the allowance for loan and lease losses by portfolio category for the three and six months ended June 30, 2024 and 2023.
At and for the Three Months Ended June 30, 2024
Commercial
Real Estate		CommercialConsumerTotal
(In Thousands)
Balance at March 31, 2024$83,475 $30,417 $6,232 $120,124 
Charge-offs(3,819)(4,998)(6)(8,823)
Recoveries— 427 9 436 
Provision (credit) for loan and lease losses2,496 7,540 (23)10,013 
Balance at June 30, 2024$82,152 $33,386 $6,212 $121,750 
Total loans and leases$5,782,111 $2,443,530 $1,495,496 $9,721,137 
Total allowance for loan and lease losses as a percentage of total loans and leases1.42 %1.37 %0.42 %1.25 %

At and for the Three Months Ended June 30, 2023
Commercial
Real Estate		CommercialConsumerTotal
(In Thousands)
Balance at March 31, 2023$82,692 $32,761 $5,412 $120,865 
Charge-offs— (1,685)(5)(1,690)
Recoveries6 577 10 593 
Provision (credit) for loan and lease losses1,603 3,981 465 6,049 
Balance at June 30, 2023$84,301 $35,634 $5,882 $125,817 
Total loans and leases$5,670,771 $2,193,027 $1,477,001 $9,340,799 
Total allowance for loan and lease losses as a percentage of total loans and leases1.49 %1.62 %0.40 %1.35 %
 At and for the Six Months Ended June 30, 2024
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at December 31, 2023$81,410 $29,557 $6,555 $117,522 
Charge-offs(4,425)(9,769)(19)(14,213)
Recoveries— 719 26 745 
Provision (credit) for loan and lease losses5,167 12,879 (350)17,696 
Balance at June 30, 2024$82,152 $33,386 $6,212 $121,750 
Total loans and leases$5,782,111 $2,443,530 $1,495,496 $9,721,137 
Total allowance for loan and lease losses as a percentage of total loans and leases1.42 %1.37 %0.42 %1.25 %
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 At and for the Six Months Ended June 30, 2023
 Commercial
Real Estate		CommercialConsumerTotal
 (In Thousands)
Balance at December 31, 2022$68,154$26,604$3,724$98,482
Charge-offs—(2,525)(16)(2,541)
Recoveries1296021993
Provision (credit) for loan and lease losses16,13510,5952,15328,883
Balance at June 30, 2023$84,301$35,634$5,882$125,817
Total loans and leases$5,670,771$2,193,027$1,477,001$9,340,799 
Total allowance for loan and lease losses as a percentage of total loans and leases1.49 %1.62 %0.40 %1.35 %
At June 30, 2024, the allowance for loan and lease losses increased to $121.8 million, or 1.25% of total loans and leases outstanding. This compared to an allowance for loan and lease losses of $117.5 million, or 1.22% of total loans and leases outstanding, as of December 31, 2023.
Net charge-offs in the loans and leases for the three months ended June 30, 2024 and 2023 were $8.4 million and $1.1 million, respectively. As a percentage of average loans and leases, annualized net charge-offs for the three months ended June 30, 2024 and 2023 were 0.35% and 0.05%, respectively. The year over year increase in the net charge-offs was primarily due to increases in net charge-offs of $3.8 million in commercial real estate loans and $3.3 million in equipment financing loans.
The following table sets forth the Company's percent of allowance for loan and lease losses to the total allowance for loan and lease losses, and the percent of loans to total loans for each of the categories listed at the dates indicated.
At June 30, 2024At December 31, 2023
AmountPercent of
Allowance in Each Category
to Total
Allowance		Percent of
Loans
in Each
Category to
Total
Loans		AmountPercent of
Allowance in Each Category
to Total Allowance		Percent of
Loans
in Each
Category to
Total
Loans
(Dollars in Thousands)
Commercial real estate$52,411 43.1 %41.5 %$53,633 45.7 %42.0 %
Multi-family mortgage17,277 14.2 %14.4 %16,626 14.1 %14.7 %
Construction12,464 10.2 %3.6 %11,151 9.5 %3.1 %
Total commercial real estate loans82,152 67.5 %59.5 %81,410 69.3 %59.8 %
Commercial10,306 8.5 %10.5 %15,527 13.2 %10.2 %
Equipment financing22,949 18.8 %14.2 %13,869 11.8 %14.2 %
Condominium association131 0.1 %0.4 %161 0.1 %0.5 %
Total commercial loans 33,386 27.4 %25.1 %29,557 25.1 %24.9 %
Residential mortgage3,213 2.6 %11.3 %3,669 3.2 %11.2 %
Home equity2,409 2.0 %3.6 %2,255 1.9 %3.6 %
Other consumer590 0.5 %0.5 %631 0.5 %0.5 %
Total consumer loans6,212 5.1 %15.4 %6,555 5.6 %15.3 %
Total$121,750 100.0 %100.0 %$117,522 100.0 %100.0 %
Management believes that the allowance for loan and lease losses as of June 30, 2024 is appropriate.
Investment Securities
The investment portfolio exists primarily for liquidity purposes, and secondarily as a source of interest and dividend income, interest-rate risk management and tax planning as a counterbalance to loan and deposit flows. Investment securities are utilized as part of the Company's asset/liability management and may be sold in response to, or in anticipation of, factors such as changes in market conditions and interest rates, security prepayment rates, deposit outflows, liquidity concentrations and regulatory capital requirements.
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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 5% and 15% of total assets.
Cash, cash equivalents, and investment securities increased $149.9 million, or 28.6% on an annualized basis, to $1.2 billion as of June 30, 2024, from $1.05 billion December 31, 2023. The increase was driven by an increase in short-term investments. Cash, cash equivalents, and investment securities were 10.3% of total assets as of June 30, 2024, compared to 9.22% of total assets at December 31, 2023.
The following table sets forth certain information regarding the amortized cost and market value of the Company's investment securities at the dates indicated:
 At June 30, 2024At December 31, 2023
 Amortized
Cost		Fair ValueAmortized
Cost		Fair Value
 (In Thousands)
Investment securities available-for-sale:    
GSE debentures$213,318 $192,338 $220,604 $201,127 
GSE CMOs64,587 58,098 66,463 61,617 
GSE MBSs174,287 155,003 186,614 169,997 
Municipal obligations16,060 15,801 18,785 18,922 
Corporate debt obligations18,580 17,826 20,521 19,716 
U.S. Treasury bonds446,209 416,882 470,764 444,737 
Foreign government obligations500 491 500 485
Total investment securities available-for-sale$933,541 $856,439 $984,251 $916,601 

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 the “Fair Value Measurements and Disclosures” Topic of the FASB, or ASC 820. These prices are validated by comparing the primary pricing source with an alternative pricing source when available. When quoted market prices for identical securities are unavailable, the Company uses market prices provided by independent pricing services based on recent trading activity and other observable information, including but not limited to market interest-rate curves, referenced credit spreads and estimated prepayment speeds where applicable. These investments include certain U.S. and government agency debt securities, municipal and corporate debt securities, GSE residential MBSs and CMOs, all of which are included in Level 2. Certain fair values are estimated using pricing models and are included in Level 3.

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

Maturities, calls and principal repayments for investment securities available-for-sale totaled $94.9 million for the six months ended June 30, 2024 compared to $178.2 million for the same period in 2023. For the six months ended June 30, 2024, the Company did not sell any investment securities available-for-sale, compared to $230.0 million for the same period in 2023. For the six months ended June 30, 2024, the Company purchased $41.1 million of investment securities available-for-sale, compared to $279.0 million for the same period in 2023.
As of June 30, 2024, the fair value of all investment securities available-for-sale was $856.4 million with $77.1 million of net unrealized losses, compared to a fair value of $916.6 million and net unrealized losses of $67.7 million as of December 31, 2023. As of June 30, 2024, $774.2 million, or 90.4%, of the portfolio, had gross unrealized losses of $77.4 million. This compares to $717.2 million, or 77.8%, of the portfolio with gross unrealized losses of $69.0 million as of December 31, 2023. The Company's unrealized loss position increased in 2024 primarily driven by increase in current market rates.
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Restricted Equity Securities
FHLB of Boston and FHLB of New York Stock—The Company invests in the stock of the FHLB of Boston and FHLB of New York as one of the requirements to borrow funds from the FHLB. As of June 30, 2024 and December 31, 2023, there was no excess balance of capital stock.
As of June 30, 2024, the Company owned stock in the FHLBs with a carrying value of $56.9 million, an increase of $1.4 million from $55.5 million as of December 31, 2023. As of June 30, 2024, the FHLB of Boston had total assets of $68.8 billion and total capital of $3.7 billion, of which $1.9 billion was retained earnings. As of June 30, 2024, the FHLB of New York had total assets of $168.1 billion and total capital of $8.7 billion, of which $2.5 billion was retained earnings. The FHLB of Boston stated that it remained in compliance with all regulatory capital ratios as of June 30, 2024 and was classified as "adequately capitalized" by its regulator, based on the FHLB of Boston's financial information as of March 31, 2024. The FHLB of New York stated that it met all of its regulatory capital ratios at June 30, 2024.
Federal Reserve Bank Stock—The Company invests in the stock of the Federal Reserve Bank of Boston and the Federal Reserve Bank of New York, as a condition to the Banks' membership in the Federal Reserve System. As of June 30, 2024 and December 31, 2023 , the Company owned stock in the Federal Reserve Banks with a carrying value of $21.9 million.
Other Stock—The Company invests in a small number of other restricted equity securities which includes AFX and Statewide Zone. As of June 30, 2024, the Company owned stock in other restricted equity securities with a carrying value of $0.2 million, unchanged from December 31, 2023.
Deposits

The following table presents the Company's deposit mix at the dates indicated.
 At June 30, 2024At December 31, 2023
 AmountPercent
of Total		Weighted
Average
Rate		AmountPercent
of Total		Weighted
Average
Rate
 (Dollars in Thousands)
Non-interest-bearing deposits:
Demand checking accounts$1,638,378 18.7 %— %$1,678,406 19.6 %— %
Interest-bearing deposits:  
NOW accounts647,370 7.4 %0.68 %661,863 7.8 %0.60 %
Savings accounts1,735,857 19.9 %2.70 %1,669,018 19.5 %2.63 %
Money market accounts2,073,557 23.7 %3.11 %2,082,810 24.4 %3.07 %
Certificate of deposit accounts1,718,414 19.7 %4.40 %1,574,855 18.4 %3.88 %
Brokered deposit accounts923,460 10.6 %4.48 %881,173 10.3 %4.36 %
Total interest-bearing deposits7,098,658 81.3 %3.28 %6,869,719 80.4 %3.08 %
Total deposits$8,737,036 100.0 %2.67 %$8,548,125 100.0 %2.48 %

Total deposits increased $188.9 million to $8.7 billion as of June 30, 2024, compared to $8.5 billion as of December 31, 2023. Deposits as a percentage of total assets was 75.1% as of June 30, 2024 and December 31, 2023.

During the six months ended June 30, 2024, core deposits increased $3.1 million. The ratio of core deposits to total deposits decreased to 69.8% as of June 30, 2024 from 71.3% as of December 31, 2023, primarily due to a decrease in percentage of demand checking accounts, NOW accounts, and money market accounts to total deposits.

Certificate of deposit accounts increased $144 million to $1.7 billion as of June 30, 2024, compared to $1.6 billion as of December 31, 2023. Certificate of deposit accounts increased as a percentage of total deposits to 19.7% as of June 30, 2024 from 18.4% as of December 31, 2023.

Brokered deposits increased $42.3 million to $923.5 million as of June 30, 2024, compared to $881.2 million as of December 31, 2023. Brokered deposits increased as a percentage of total deposits to 10.6% as of June 30, 2024 from 10.3% as of December 31, 2023. Brokered deposits allow the Company to seek additional funding by attracting deposits from outside the Company's core market. The Company's investment policy limits the total amount of brokered deposits the Company may hold to 15% of total assets.
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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 June 30,
20242023
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$1,646,869 18.9 %— %$1,849,393 21.8 %— %
NOW accounts659,351 7.6 %0.68 %735,001 8.7 %0.58 %
Savings accounts1,731,388 19.9 %2.76 %1,374,337 16.2 %1.73 %
Money market accounts2,026,780 23.1 %3.08 %2,140,522 25.3 %2.62 %
Total core deposits6,064,388 69.5 %1.88 %1.88 %6,099,253 72.0 %1.38 %
Certificate of deposit accounts1,699,510 19.5 %4.43 %1,390,913 16.5 %2.89 %
Brokered deposit accounts958,146 11.0 %5.25 %975,700 11.5 %5.00 %
Total deposits$8,722,044 100.0 %2.74 %$8,465,866 100.0 %2.04 %

Six Months Ended June 30,
20242023
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$1,635,690 18.9 %— %$1,889,554 22.7 %— %
NOW accounts665,632 7.7 %0.72 %772,459 9.3 %0.51 %
Savings accounts1,712,804 19.8 %2.73 %1,267,762 15.3 %1.34 %
 Money market accounts2,051,542 23.7 %3.09 %2,252,755 27.2 %2.34 %
Total core deposits6,065,668 70.1 %1.88 %6,182,530 74.4 %1.18 %
Certificate of deposit accounts1,661,814 19.2 %4.28 %1,368,959 16.5 %2.57 %
Brokered deposit accounts927,465 10.7 %5.23 %756,332 9.1 %4.93 %
Total deposits$8,654,947 100.0 %2.69 %$8,307,821 100.0 %1.75 %
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As of June 30, 2024 and December 31, 2023, the Company had outstanding certificates of deposit of $250,000 or more, maturing as follows:
At June 30, 2024At December 31, 2023
AmountWeighted
Average Rate		AmountWeighted
Average Rate
(Dollars in Thousands)
Maturity period:
Six months or less279,043 4.64 %291,049 4.02 %
Over six months through 12 months208,421 4.71 %163,277 4.59 %
Over 12 months51,902 4.15 %29,637 3.91 %
Total certificate of deposit of $250,000 or more$539,366 4.62 %$483,963 4.21 %
The following table presents the Company's insured and uninsured deposit mix at the date indicated.
At June 30, 2024
(Dollars in Millions)
CommercialConsumerMunicipalBrokeredTotal %
Insured or Collateralized $2,117 $3,116 $207 $923 $6,363 73 %
Uninsured1,302 981 91 — 2,374 27 %
Total$3,419 $4,097 $298 $923 $8,737 100 %
Composition39 %47 %3 %11 %100 %
The collateral balances in the table above represent municipal deposit accounts which are covered by specific collateral and FHLB letters of credit. The remaining deposits are insured with the FDIC or via reciprocal products.
Borrowed Funds
The following table sets forth certain information regarding advances from the FHLB, subordinated debentures and notes and other borrowed funds for the periods indicated:
Three Months Ended 
 June 30,		Six Months Ended 
 June 30,
2024202320242023
(Dollars in Thousands)
Borrowed funds:
Average balance outstanding$1,237,603 $1,362,418 $1,289,700 $1,434,352 
Maximum amount outstanding at any month-end during the period1,429,462 1,509,166 1,429,462 1,630,102 
Balance outstanding at end of period1,429,462 1,226,270 1,429,462 1,226,270 
Weighted average interest rate for the period5.00 %4.70 %5.00 %4.62 %
Weighted average interest rate at end of period5.12 %4.74 %5.12 %4.74 %
Advances from the FHLB
On a long-term basis, the Company intends to continue to increase its core deposits. The Company also uses FHLB borrowings and other wholesale borrowings 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 FHLB will advance to member institutions, including the Company, fluctuates from time to time in accordance with the policies of the FHLB.
FHLB borrowings increased $41.9 million to $1.3 billion as of June 30, 2024 with a total capacity of $2.7 billion. As of December 31, 2023, FHLB borrowings stood at $1.2 billion with a total capacity of $2.6 billion.
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Subordinated Debentures and Notes
As part of the acquisition of BankRI, the Company acquired two $5.0 million subordinated debentures due on June 26, 2033 and March 17, 2034, respectively. The Company is obligated to pay 3-month CME term SOFR plus spread adjustment of 0.26% plus 3.10% and 3-month CME term SOFR plus spread adjustment of 0.26% 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 CME term SOFR plus spread adjustment of 0.26% plus 3.32% quarterly until the notes mature in September 2029.
The following table summarizes the Company's subordinated debentures and notes at the dates indicated.
Carrying Amount
Issue DateRateMaturity DateNext Call DateJune 30,
2024		December 31, 2023
 (Dollars in Thousands)
June 26, 2003Variable;
3-month CME term SOFR + spread adjustment of 0.26% + 3.10%		June 26, 2033September 26, 2024$4,912 $4,904 
March 17, 2004Variable;
3-month CME term SOFR + spread adjustment of 0.26% + 2.79%		March 17, 2034September 17, 20244,869 4,857 
September 15, 20146.0% Fixed-to-Variable;
3-month CME term SOFR + spread adjustment of 0.26% + 3.32%		September 15, 2029September 15, 202474,477 74,427 
Total$84,258 $84,188 
The above carrying amounts of the subordinated debentures included $0.2 million of accretion adjustments and $0.5 million of capitalized debt issuance costs as of June 30, 2024. This compares to $0.2 million of accretion adjustments and $0.6 million of capitalized debt issuance costs as of December 31, 2023.
Other Borrowed Funds
In addition to advances from the FHLB and subordinated debentures and notes, the Company utilizes other funding sources as part of the overall liquidity strategy. Those funding sources include repurchase agreements, and committed and uncommitted lines of credit with several financial institutions.
The Company has access to a $30.0 million committed line of credit as of June 30, 2024. As of June 30, 2024 and December 31, 2023, the Company did not have any borrowings on this committed line of credit.
As of June 30, 2024, the Banks also have access to funding through certain uncommitted lines via AFX as well as other large financial institution specific lines. As of June 30, 2024 and December 31, 2023, respectively, the Company had no borrowings on outstanding uncommitted lines of credit.
As of June 30, 2024, the Company had $80.1 million in interest-bearing cash on hold from dealer counterparties. This compares to $60.0 million outstanding as of December 31, 2023. This cash collateralizes the fair value of the dealer side of derivative transactions.
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Derivative Financial Instruments
The Company has entered into loan level derivatives, risk participation agreements, and foreign exchange contracts with certain of its commercial customers and concurrently enters into offsetting swaps with third-party financial institutions. The Company may also, from time to time, enter into risk participation agreements. The Company uses interest rate futures that are designated and qualify as cash flow hedging instruments.
The following table summarizes certain information concerning the Company's loan level derivatives, interest rate derivatives, risk participation agreements, and foreign exchange contracts at June 30, 2024 and December 31, 2023:
At June 30, 2024At December 31, 2023
(Dollars in Thousands)
Interest rate derivatives (Notional amounts):$225,000 $225,000 
Loan level derivatives (Notional principal amounts):
Receive fixed, pay variable$1,701,730 $1,733,198 
Pay fixed, receive variable1,701,730 1,733,198 
Risk participation-out agreements530,900 542,387 
Risk participation-in agreements103,295 100,313 
Foreign exchange contracts (Notional amounts):
Buys foreign currency, sells U.S. currency$4,252 $3,262 
Sells foreign currency, buys U.S. currency4,301 3,895 
Fixed weighted average interest rate from the Company to counterparty3.05 %2.96 %
Floating weighted average interest rate from counterparty to the Company5.68 %5.70 %
Weighted average remaining term to maturity (in months)72 75 
Fair value: 
Recognized as an asset:
Interest rate derivatives$— $234 
Loan level derivatives112,860 99,876 
Risk participation-out agreements714 1,238 
Foreign exchange contracts113 139 
Recognized as a liability:
Interest rate derivatives$4,788 $2,842 
Loan level derivatives112,860 99,876 
Risk participation-in agreements196 310 
Foreign exchange contracts65 132 
Stockholders' Equity and Dividends
The Company's total stockholders' equity was $1,198.5 million as of June 30, 2024 representing a $0.1 million decrease compared to $1,198.6 million at December 31, 2023. The decrease for the six months ended June 30, 2024, primarily reflects dividends paid by the Company of $24 million and unrealized loss on securities available-for-sale of $7.2 million, partially offset by net income of $31.0 million.
Stockholders' equity represented 10.30% of total assets as of June 30, 2024 and 10.53% of total assets as of December 31, 2023. Tangible stockholders' equity (total stockholders' equity less goodwill and identified intangible assets, net) represented 8.23% of tangible assets (total assets less goodwill and identified intangible assets, net) as of June 30, 2024 and 8.39% as of December 31, 2023.
The dividend payout ratio was 73.30% for the three months ended June 30, 2024, compared to 54.78% for the same period in 2023.
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Results of Operations
The primary drivers of the Company's net income are net interest income, which is strongly affected by the net yield on and growth of interest-earning assets and liabilities, the quality of the Company's assets, its levels of non-interest income and non-interest expense, and its tax provision.
The Company's net interest income represents the difference between interest income earned on its investments, loans and leases, and its cost of funds. Interest income is dependent on the amount of interest-earning assets outstanding during the period and the yield earned thereon. Cost of funds is a function of the average amount of deposits and borrowed money outstanding during the year and the interest rates paid thereon. The net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The increases or decreases, as applicable, in the components of interest income and interest expense, expressed in terms of fluctuation in average volume and rate, are summarized under "Rate/Volume Analysis" below. Information as to the components of interest income, interest expense and average rates is provided under "Average Balances, Net Interest Income, Interest-Rate Spread and Net Interest Margin" below.
Because the Company's assets and liabilities are not identical in duration and in repricing dates, the differential between the two is vulnerable to changes in market interest rates as well as the overall shape of the yield curve. These vulnerabilities are inherent to the business of banking and are commonly referred to as "interest-rate risk." How interest-rate risk is measured and, once measured, how much interest-rate risk is taken on, are based on numerous assumptions and other subjective judgments. See the discussion in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” below.
The quality of the Company's assets also influences its earnings. Loans and leases that are not paid on a timely basis and exhibit other weaknesses can result in the loss of principal and/or interest income. Additionally, the Company must make timely provisions to the allowance for loan and lease losses based on estimates of probable losses inherent in the loan and lease portfolio. These additions, which are charged against earnings, are necessarily greater when greater probable losses are expected. Further, the Company incurs expenses as a result of resolving troubled assets. These variables reflect the "credit risk" that the Company takes on in the ordinary course of business and are further discussed under "Financial Condition—Asset Quality" above.
Net Interest Income
Net interest income decreased $6.0 million to $80.0 million for the three months ended June 30, 2024 from $86.0 million for the three months ended June 30, 2023. This decrease reflects a $16.0 million increase in interest expense on deposits and borrowings, which is reflective of the rising interest rate environment, along with a $1.7 million decrease in short term investments and restricted equity securities, and a $1.6 million decrease in interest income on debt securities primarily driven by a lower volume during the period, offset by a $13.3 million increase in interest income on loans and leases. Refer to “Results of Operations - Comparison of the Three-Month Period Ended June 30, 2024 and June 30, 2023 — Interest Income” and “Results of Operations - Comparison of the Three-Month Period Ended June 30, 2024 and June 30, 2023 — Interest Expense -Deposit and Borrowed Funds” below for more details.
Net interest income decreased $10.5 million to $161.6 million for the six months ended June 30, 2024 from $172.1 million for the six months ended June 30, 2023. This overall decrease reflects a $43.4 million increase in interest expense on deposit and borrowings and a $3.7 million decrease in interest income on investment securities primarily driven by a lower volume of debt securities during the period, offset by an $36.6 million increase in interest income on loans and leases, 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 Six-Month Period Ended June 30, 2024 and June 30, 2023 — Interest Income” and “Results of Operations - Comparison of the Six-Month Period Ended June 30, 2024 and June 30, 2023 — Interest Expense Deposit and Borrowed Funds” below for more details.
Net interest margin decreased 26 basis points to 3.00% for the three months ended June 30, 2024 from 3.26% for the three months ended June 30, 2023. The Company's weighted average interest rate on loans increased to 6.02% for the three months ended June 30, 2024 from 5.70% for the three months ended June 30, 2023.
Net interest margin decreased by 28 basis points to 3.03% for the six months ended June 30, 2024 from 3.31% for the six months ended June 30, 2023. The Company's weighted average interest rate on loans increased to 6.03% for the six months ended June 30, 2024 from 5.52% for the six months ended June 30, 2023.
The yield on interest-earning assets increased to 5.79% for the three months ended June 30, 2024 from 5.49% for the three months ended June 30, 2023. The increase is the result of higher yields on loans and leases. During the three months ended June 30, 2024, the Company recorded $0.6 million in prepayment penalties and late charges, which contributed 2 basis points to yields on interest-earning assets, compared to $0.7 million, or 3 basis points, for the three months ended June 30, 2023.
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The yield on interest-earning assets increased to 5.79% for the six months ended June 30, 2024 from 5.30% for the six months ended June 30, 2023. The increase is primarily due to higher yields on loans and leases. During the six months ended June 30, 2024, the Company recorded $1.3 million in prepayment penalties and late charges, which contributed 2 basis points to yields on interest-earning assets, compared to $1.4 million in prepayment penalties and late charges, which contributed 3 basis points to yields on interest-earning assets in the six months ended June 30, 2023.
The cost of interest-bearing liabilities increased 67 basis points to 3.65% for the three months ended June 30, 2024 from 2.98% for the three months ended June 30, 2023. The cost of interest-bearing liabilities increased 89 basis points to 3.61% for the six months ended June 30, 2024 from 2.72% for the six months ended June 30, 2023. Refer to "Financial Condition - Borrowed Funds" above for more details.
Management seeks to position the balance sheet to be neutral to changes in interest rates. During 2020, interest rates declined sharply in response to the economic impact of the COVID-19 pandemic, and began to increase in the first quarter of 2022. In recent months, the Treasury yield curve has inverted and flattened at the long end. Short term rates have risen sharply due to multiple rate hikes implemented by the FRB. The shape of the curve indicates rates will begin to decline within a year and flatten around the 7-year mark. The short term increase in rates positively affected the Company's net interest income, net interest spread, and net interest margin initially. As is expected in the near term, the net interest margin is compressing as investable funds migrate among depository and non-depository categories. Management expects the net interest margin to stabilize and then increase as loans continue to reprice into the higher rate environment. To the extent the FRB cuts rates in the near term, the net interest income and the net interest margin will be highly dependent on the ability and timing to reduce deposit pricing.
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 six months ended June 30, 2024 and June 30, 2023. 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.
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Three Months Ended
June 30, 2024June 30, 2023
Average
Balance		Interest (1)Average
Yield/
Cost		Average
Balance		Interest (1)Average
Yield/
Cost
(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities$846,469 $6,510 3.08 %$1,000,440 $8,091 3.23 %
Restricted equity securities71,696 1,375 7.67 %77,364 1,673 8.65 %
Short-term investments143,800 1,914 5.33 %229,474 3,351 5.84 %
Total investments1,061,965 9,799 3.69 %1,307,278 13,115 4.01 %
Commercial real estate loans (2)
5,754,901 81,565 5.61 %5,640,491 79,582 5.58 %
Commercial loans (2)
1,069,154 17,672 6.54 %913,732 13,502 5.85 %
Equipment financing (2)
1,374,217 26,255 7.64 %1,253,199 22,357 7.14 %
Consumer loans (2)
1,488,587 20,291 5.46 %1,482,799 16,903 4.56 %
Total loans and leases9,686,859 145,783 6.02 %9,290,221 132,344 5.70 %
Total interest-earning assets10,748,824 155,582 5.79 %10,597,499 145,459 5.49 %
Allowance for loan and lease losses(120,644)(121,886)
Non-interest-earning assets825,214 797,059 
Total assets$11,453,394 $11,272,672 
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts$659,351 1,111 0.68 %$735,001 1,069 0.58 %
Savings accounts1,731,388 11,874 2.76 %1,374,337 5,917 1.73 %
Money market accounts2,026,780 15,520 3.08 %2,140,522 13,989 2.62 %
Certificate of deposit accounts1,699,510 18,717 4.43 %1,390,913 10,021 2.89 %
Brokered deposit accounts958,146 12,499 5.25 %975,700 12,151 5.00 %
Total interest-bearing deposits (3)
7,075,175 59,721 3.39 %6,616,473 43,147 2.62 %
Advances from the FHLB1,049,609 12,894 4.86 %1,191,424 14,287 4.74 %
Subordinated debentures and notes84,241 1,375 6.53 %84,098 1,363 6.49 %
Other borrowed funds103,753 1,364 5.29 %86,896 523 2.41 %
Total borrowed funds1,237,603 15,633 5.00 %1,362,418 16,173 4.70 %
Total interest-bearing liabilities8,312,778 75,354 3.65 %7,978,891 59,320 2.98 %
Non-interest-bearing liabilities:      
Non-interest-bearing demand checking accounts (3)
1,646,869   1,849,393   
Other non-interest-bearing liabilities300,362   270,221   
Total liabilities10,260,009   10,098,505   
 Total stockholders' equity1,193,385   1,174,167   
Total liabilities and stockholders' equity$11,453,394   $11,272,672   
Net interest income (tax-equivalent basis) / Interest-rate spread (4)
 80,228 2.14 % 86,139 2.51 %
Less adjustment of tax-exempt income 227  102 
Net interest income $80,001  $86,037 
Net interest margin (5)
  3.00 %  3.26 %
_________________________________________________________________________
(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 2.75% and 2.04% in the three months ended June 30, 2024 and June 30, 2023, 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.
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Six Months Ended
June 30, 2024June 30, 2023
Average
Balance		Interest (1)Average
Yield/
Cost		Average
Balance		Interest (1)Average
Yield/
Cost
(Dollars in Thousands)
Assets:
Interest-earning assets:
Debt securities$869,848 $13,437 3.09 %$1,014,675 $16,065 3.17 %
Marketable and restricted equity securities74,015 2,868 7.75 %77,139 2,928 7.59 %
Short-term investments137,284 3,738 5.45 %188,790 4,846 5.13 %
Total investments1,081,147 20,043 3.71 %1,280,604 23,839 3.72 %
Commercial real estate loans (2)
5,758,318 162,614 5.59 %5,610,401 147,249 5.22 %
Commercial loans (2)
1,047,810 35,179 6.64 %903,185 27,519 6.06 %
Equipment financing (2)
1,374,322 53,150 7.73 %1,240,031 43,570 7.03 %
Consumer loans (2)
1,485,702 40,269 5.43 %1,467,521 35,973 4.91 %
Total loans and leases9,666,152 291,212 6.03 %9,221,138 254,311 5.52 %
Total interest-earning assets10,747,299 311,255 5.79 %10,501,742 278,150 5.30 %
Allowance for loan and lease losses(118,402)(118,174)
Non-interest-earning assets802,745 818,703 
Total assets$11,431,642 $11,202,271 
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts$665,632 2,372 0.72 %$772,459 1,970 0.51 %
Savings accounts1,712,804 23,226 2.73 %1,267,762 8,431 1.34 %
Money market accounts2,051,542 31,474 3.09 %2,252,755 26,129 2.34 %
Certificate of deposit accounts1,661,814 35,389 4.28 %1,368,959 17,477 2.57 %
Brokered deposit accounts927,465 24,144 5.23 %756,332 18,508 4.93 %
Total interest-bearing deposits (3)
7,019,257 116,605 3.34 %6,418,267 72,515 2.28 %
Advances from the FHLBB1,107,071 27,527 4.92 %1,227,772 28,818 4.67 %
Subordinated debentures and notes84,223 2,752 6.54 %84,080 2,717 6.46 %
Other borrowed funds98,406 2,341 4.78 %122,500 1,772 2.92 %
Total borrowed funds1,289,700 32,620 5.00 %1,434,352 33,307 4.62 %
Total interest-bearing liabilities8,308,957 149,225 3.61 %7,852,619 105,822 2.72 %
Non-interest-bearing liabilities:      
Non-interest-bearing demand checking accounts (3)
1,635,690   1,889,554   
Other non-interest-bearing liabilities289,351   293,157   
Total liabilities10,233,998   10,035,330   
Total stockholders' equity1,197,644   1,166,941   
Total liabilities and stockholders' equity$11,431,642   $11,202,271   
Net interest income (tax-equivalent basis) / Interest-rate spread (4)
 162,030 2.18 % 172,328 2.58 %
Less adjustment of tax-exempt income 441   242  
Net interest income $161,589   $172,086  
Net interest margin (5)
  3.03 %  3.31 %
_________________________________________________________________________
(1) Tax-exempt income on debt securities, equity securities and industrial revenue bonds are included in commercial real estate loans on a tax-equivalent basis.
(2) Loans on nonaccrual status are included in the average balances.
(3) Including non-interest-bearing checking accounts, the average interest rate on total deposits was 2.71% and 1.76% in the six months ended June 30, 2024 and June 30, 2023, respectively.
(4) Interest-rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(5) Net interest margin represents net interest income (tax equivalent basis) divided by average interest-earning assets.
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Rate/Volume Analysis
The following table presents, on a tax-equivalent basis, the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to: (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume), and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.
Three Months Ended June 30, 2024 as Compared to the Three Months Ended June 30, 2023Six Months Ended June 30, 2024 as Compared to the Six Months Ended June 30, 2023
Increase
(Decrease) Due To		Increase
(Decrease) Due To
VolumeRateNet ChangeVolumeRateNet Change
(In Thousands)
Interest and dividend income:
Investments:
Debt securities$(1,215)$(366)$(1,581)$(2,233)$(395)$(2,628)
Marketable and restricted equity securities(117)(181)(298)(120)60 (60)
Short-term investments(1,165)(272)(1,437)(1,391)283 (1,108)
Total investments(2,497)(819)(3,316)(3,744)(52)(3,796)
Loans and leases:
Commercial real estate loans1,568 415 1,983 4,166 11,199 15,365 
Commercial loans and leases2,462 1,708 4,170 4,794 2,866 7,660 
Equipment financing2,259 1,639 3,898 4,991 4,589 9,580 
Consumer loans68 3,320 3,388 275 4,021 4,296 
Total loans6,357 7,082 13,439 14,226 22,675 36,901 
Total change in interest and dividend income3,860 6,263 10,123 10,482 22,623 33,105 
Interest expense:
Deposits:
NOW accounts(121)163 42 (305)707 402 
Savings accounts1,810 4,147 5,957 3,741 11,054 14,795 
Money market accounts(782)2,313 1,531 (2,497)7,842 5,345 
Certificate of deposit accounts2,556 6,140 8,696 4,358 13,554 17,912 
Brokered deposit accounts(229)577 348 4,442 1,194 5,636 
Total deposits3,234 13,340 16,574 9,739 34,351 44,090 
Borrowed funds:
Advances from the FHLB(1,735)342 (1,393)(2,812)1,521 (1,291)
Subordinated debentures and notes3 9 12 4 31 35 
Other borrowed funds117 724 841 (400)969 569 
Total borrowed funds(1,615)1,075 (540)(3,208)2,521 (687)
Total change in interest expense1,619 14,415 16,034 6,531 36,872 43,403 
Change in tax-exempt income125 — 125 199 — 199 
Change in net interest income$2,116 $(8,152)$(6,036)$3,752 $(14,249)$(10,497)

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Interest Income

Loans and Leases
Three Months Ended June 30,Dollar
Change		Percent
Change		Six Months Ended June 30,Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Interest income—loans and leases:
Commercial real estate loans$81,565 $79,582 $1,983 2.5 %$162,614 $147,249 $15,365 10.4 %
Commercial loans17,474 13,457 4,017 29.9 %34,817 27,437 7,380 26.9 %
Equipment financing26,254 22,357 3,897 17.4 %53,150 43,570 9,580 22.0 %
Residential mortgage loans12,603 11,431 1,172 10.3 %24,918 22,504 2,414 10.7 %
Other consumer loans7,689 5,472 2,217 40.5 %15,351 13,470 1,881 14.0 %
Total interest income—loans and leases (1)
$145,585 $132,299 $13,286 10.0 %$290,850 $254,230 $36,620 14.4 %
_________________________________________________________________________
(1) Change in tax-exempt income of $153 thousand and $281 thousand is excluded from the three and six months ended tables above, respectively.
Total interest from loans and leases was $145.6 million for the three months ended June 30, 2024, and represented a yield on total loans of 6.02%. This compares to $132.3 million of interest on loans and a yield of 5.70% for the three months ended June 30, 2023. The $13.3 million increase in interest income from loans and leases was primarily due to an increase of $7.1 million in changes to interest rates, and an increase of $6.2 million due to higher average loan balances.
Interest income from loans and leases was $290.9 million for the six months ended June 30, 2024, and represented a yield on total loans of 6.03%. This compares to $254.2 million of interest on loans and a yield of 5.52% for the six months ended June 30, 2023. The $36.6 million increase in interest income from loans and leases was primarily attributable to an increase of $14.2 million due to an increase in origination volume and an increase of $22.7 million due to the changes in interest rates.
Investments
Three Months Ended 
 June 30,		Dollar
Change		Percent
Change		Six Months Ended June 30,Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Interest income—investments:
Debt securities$6,480 $8,034 $(1,554)(19.3)%$13,358 $15,904 $(2,546)(16.0)%
Restricted equity securities1,376 1,673 (297)(17.8)%2,868 2,928 (60)(2.0)%
Short-term investments1,914 3,351 (1,437)(42.9)%3,738 4,846 (1,108)(22.9)%
Total interest income—investments (1)
$9,770 $13,058 $(3,288)(25.2)%$19,964 $23,678 $(3,714)(15.7)%
_________________________________________________________________________
(1) Change in tax-exempt income of $(28) thousand and $(82) thousand is excluded from the three and six months ended tables above, respectively.
Total interest income from investments was $9.8 million for the three months ended June 30, 2024, compared to $13.1 million for the three months ended June 30, 2023. For the three months ended June 30, 2024 and 2023, the yield on total investments was 3.7% and 4.0%. respectively. The year over year decrease in interest income on investments of $3.3 million, or 25.2%, was primarily driven by a $2.5 million decrease due to volume and a $0.8 million decrease due to rates.
Total investment income was $20.0 million and $23.7 million for the six months ended June 30, 2024 and June 30, 2023, respectively. For the six months ended June 30, 2024 and 2023, the yield on total investments was 3.7%. The year over year decrease in interest income on investments of $3.7 million, or 15.7%, was primarily driven by a $3.6 million decrease due to volume and a $0.1 million decrease due to rates.

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Interest Expense—Deposits and Borrowed Funds
Three Months Ended 
 June 30,		Dollar
Change		Percent
Change		Six Months Ended 
 June 30,		Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Interest expense:
Deposits:
NOW accounts$1,111 $1,069 $42 3.9 %$2,372 $1,970 $402 20.4 %
Savings accounts11,874 5,917 5,957 100.7 %23,226 8,431 14,795 175.5 %
Money market accounts15,520 13,989 1,531 10.9 %31,474 26,129 5,345 20.5 %
Certificate of deposit accounts18,717 10,021 8,696 86.8 %35,389 17,477 17,912 102.5 %
Brokered deposit accounts12,499 12,151 348 2.9 %24,144 18,508 5,636 30.5 %
Total interest expense - deposits59,721 43,147 16,574 38.4 %116,605 72,515 44,090 60.8 %
Borrowed funds:
Advances from the FHLB12,894 14,287 (1,393)(9.8)%27,527 28,818 (1,291)(4.5)%
Subordinated debentures and notes1,375 1,363 12 0.9 %2,752 2,717 35 1.3 %
Other borrowed funds1,364 523 841 160.8 %2,341 1,772 569 32.1 %
Total interest expense - borrowed funds15,633 16,173 (540)(3.3)%32,620 33,307 (687)(2.1)%
Total interest expense$75,354 $59,320 $16,034 27.0 %$149,225 $105,822 $43,403 41.0 %
Deposits
For the three months ended June 30, 2024, interest expense on deposits increased $16.6 million, or 38.4%, compared to the same period in 2023. The increase in interest expense on deposits was driven by an increase of $13.3 million due to higher interest rates and an increase of $3.2 million primarily driven by the growth in volume of average certificate of deposit balances. For the three months ended June 30, 2024, the purchase accounting amortization on acquired deposits was $0.2 million and one basis point, compared to $0.3 million and one basis point for the same period in 2023.
Interest expense on deposits increased $44.1 million, or 60.8%, to $116.6 million for the six months ended June 30, 2024 from $72.5 million for the six months ended June 30, 2023. The increase in interest expense on deposits was driven by a $34.4 million increase due to higher interest rates and a $9.7 million increase primarily driven by the growth in volume of average certificate of deposit and brokered deposit balances. Purchase accounting amortization on acquired deposits for the six months ended June 30, 2024 was $0.6 million and one basis point, compared to $0.6 million and one basis point for the same period in 2023.
Borrowed Funds
For the three months ended June 30, 2024, interest expense on borrowed funds decreased $0.5 million, or 3.3% year over year. The decrease in interest expense on borrowed funds was driven by a decrease of $1.6 million due to volume offset by an increase of $1.1 million due to borrowing rates as they increased to 5.00% for the three months ended June 30, 2024 from 4.70% for the three months ended June 30, 2023.
During the six months ended June 30, 2024, interest paid on borrowed funds decreased $0.7 million, or 2.1% year over year. The cost of borrowed funds increased to 5.00% for the six months ended June 30, 2024 from 4.62% for the six months ended June 30, 2023. The decrease in interest expense was driven by a decrease of $3.2 million due to volume offset by an increase of $2.5 million due to borrowing rates. For the six months ended June 30, 2024, purchase accounting amortization was $0.1 million on acquired borrowed funds compared to amortization of $0.2 million for the six months ended June 30, 2023.
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Provision for Credit Losses
The provisions for credit losses are set forth below:
Three Months Ended June 30,Dollar
Change		Percent
Change		Six Months Ended June 30,Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Provision (credit) for loan and lease losses:
Commercial real estate$2,496 $1,603 $893 55.7 %$5,167 $16,135 $(10,968)(68.0)%
Commercial7,540 3,981 3,559 89.4 %12,879 10,595 2,284 21.6 %
Consumer(23)465 (488)(104.9)%(350)2,153 (2,503)(116.3)%
Total provision (credit) for loan and lease losses10,013 6,049 3,964 65.5 %17,696 28,883 (11,187)(38.7)%
Unfunded credit commitments(4,406)(323)(4,083)NM(4,666)2,187 (6,853)(313.4)%
Investment securities available-for-sale(39)— (39)N/A(83)— (83)N/A
Total provision (credit) for credit losses$5,568 $5,726 $(158)(2.8)%$12,947 $— $31,070 $(18,123)(58.3)%

For the three months ended June 30, 2024, the provision for credit losses remained stable at $5.6 million compared to a provision for credit losses of $5.7 million for the three months ended June 30, 2023.

For the six months ended June 30, 2024, the provision for credit losses decreased $18.1 million resulting in a provision (credit) for credit and investment losses of $12.9 million. The decrease in the provision for credit losses for the six months ended June 30, 2024 is primarily driven by the lack of day one provision impact resulting from the Company's acquisition of PCSB Bank in 2023.
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 June 30,Dollar
Change		Percent
Change		Six Months Ended June 30,Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Deposit fees$3,001 $2,866 $135 4.7 %$5,898 $5,523 $375 6.8 %
Loan fees702 491 211 43.0 %1,491 882 609 69.0 %
Loan level derivative income, net106 363 (257)(70.8)%543 2,736 (2,193)(80.2)%
Gain (loss) on investment securities, net— 3 (3)(100.0)%— 1,704 (1,704)(100.0)%
Gain on sales of loans and leases held-for-sale130 308 (178)(57.8)%130 1,946 (1,816)(93.3)%
Other 2,457 1,431 1,026 71.7 %4,618 5,608 (990)(17.7)%
Total non-interest income$6,396 $5,462 $934 17.1 %$12,680 $18,399 $(5,719)(31.1)%
Loan level derivative income decreased $0.3 million, or 70.8%, to $0.1 million for the three months ended June 30, 2024 from $0.4 million for the same period in 2023, primarily driven by lower volume of loan level derivative transactions completed for the three months ended June 30, 2024, and decreased $2.2 million, or 80.2%, to $0.5 million for the six months ended June 30, 2024 from $2.7 million for the same period in 2023, primarily driven by lower volume of loan level derivative transactions completed for the six months ended June 30, 2024.
There was no gain (loss) on investment securities for the six months ended June 30, 2024, compared to $1.7 million for the same period in 2023 as there were no sales of investment securities for the six months ended June 30, 2024.
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Gain on sales of loans and leases held-for-sale decreased $0.2 million, or 57.8%, to $0.1 million for the three months ended June 30, 2024 from $0.3 million for the same period in 2023, primarily driven by lower gain on sale to participants, and decreased $1.8 million, or 93.3% to $0.1 million for the six months ended June 30, 2024 from $1.9 million for the same period in 2023, also primarily driven by lower gain on sale to participants.
Other income increased $1.0 million, or 71.7%, to $2.5 million for the three months ended June 30, 2024 from $1.4 million for the same period in 2023, primarily driven by the mark to market on interest rate swaps on loans, higher bank owned life insurance income, and higher wealth management fees. Other income decreased $1.0 million, or 17.7%, to $4.6 million for the six months ended June 30, 2024 from $5.6 million for the same period in 2023, primarily driven by the mark to market on interest rate swaps on loans, partially offset by higher wealth management fees.
Non-Interest Expense
The following table sets forth the components of non-interest expense:
Three Months Ended June 30,Dollar
Change		Percent
Change		Six Months Ended June 30,Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Compensation and employee benefits$34,762 $33,438 $1,324 4.0 %$71,391 $70,003 $1,388 2.0 %
Occupancy5,551 4,870 681 14.0 %11,320 10,093 1,227 12.2 %
Equipment and data processing6,732 6,531 201 3.1 %13,763 12,993 770 5.9 %
Professional services1,745 1,986 (241)(12.1)%3,645 3,416 229 6.7 %
FDIC insurance2,025 2,609 (584)(22.4)%3,909 3,853 56 1.5 %
Advertising and marketing1,504 1,382 122 8.8 %3,078 2,792 286 10.2 %
Amortization of identified intangible assets1,669 1,954 (285)(14.6)%3,377 3,920 (543)(13.9)%
Merger and restructuring expense823 1,002 (179)(17.9)%823 7,411 (6,588)(88.9)%
Other4,373 4,053 320 7.9 %8,892 8,120 772 9.5 %
Total non-interest expense$59,184 $57,825 $1,359 2.4 %$120,198 $122,601 $(2,403)(2.0)%
During the three months ended June 30, 2024, the Company had $0.8 million in merger and restructuring expense compared to $1.0 million for the same period in 2023, and $0.8 million for the six months ended June 30, 2024 compared to $7.4 million for the same period in 2023. Excluding merger and restructuring expense, non-interest expense increased $1.5 million to $58.4 million for the three months ended June 30, 2024, compared to $56.8 million for for the same period in 2023, and increased $4.2 million to $119.4 million for the six months ended June 30, 2024, compared to $115.2 million for the same period in 2023.
Compensation and employee benefits expense increased $1.3 million, or 4.0%, to $34.8 million for the three months ended June 30, 2024, compared to $33.4 million for the same period in 2023, and increased $1.4 million, or 2.0%, to $71.4 million for the six months ended June 30, 2024 from $70.0 million for the same period in 2023, primarily driven by higher employee headcount, salaries, health care benefits, and retirement benefits, partially offset by lower incentives and bonuses.
Occupancy expense increased $0.7 million, or 14.0%, to $5.6 million for the three months ended June 30, 2024 from $4.9 million for the same period in 2023, and increased $1.2 million, or 12.2%, to $11.3 million for the six months ended June 30, 2024 from $10.1 million for the same period in 2023, primarily driven by higher building maintenance, rent, and leasehold improvement depreciation.

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Provision for Income Taxes
Three Months Ended June 30,Dollar
Change		Percent
Change		Six Months Ended June 30,Dollar
Change		Percent
Change
2024202320242023
(Dollars in Thousands)
Income before provision for income taxes$21,645 $27,815 $(6,170)(22.2)%$41,124 $36,483 $4,641 12.7 %
Provision (benefit) for income taxes5,273 5,965 (692)(11.6)%10,087 7,073 3,014 42.6 %
Net income $16,372 $21,850 $(5,478)(25.1)%$31,037 $29,410 $1,627 5.5 %
Effective tax rate24.4 %21.4 %N/A14.0 %24.5 %19.4 %N/A26.3 %
The Company recorded an income tax expense of $5.3 million for the three months ended June 30, 2024, compared to an income tax expense of $6.0 million for the three months ended June 30, 2023, representing effective tax rates of 24.4% and 21.4%, respectively. The increase in effective tax rate for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 was primarily driven by nonrecurring items in the 2023 effective rate. The 2023 effective tax rate included energy tax credit deals in 2023 that have not reoccurred in 2024, offset by merger expenses relating to the acquisition of PCSB Bank.
The Company recorded an income tax expense of $10.1 million for the six months ended June 30, 2024, compared to an income tax expense of $7.1 million for the six months ended June 30, 2023, representing effective tax rates of 24.5% and 19.4%, respectively. The overall increase in the effective tax rate for the six months ended June 30, 2024 is primarily driven by nonrecurring items in the 2023 effective rate. The 2023 effective tax rate included energy tax credit deals in 2023 that have not reoccurred in 2024 offset by merger expenses relating to the acquisition of PCSB Bank in 2023.
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 the Company's 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. The primary sources of liquidity for the Banks consist of deposit inflows, loan repayments, borrowed funds, and maturing investment securities.
In the second quarter, the Company operated with increased liquidity. During the year, the Company shifted its balance sheet asset mix to include additional cash and available for sale securities. Management will continue to monitor the economic markets and evaluate changes to the Company’s liquidity position.
The Company held higher levels of on balance sheet liquidity in the form of cash and available for sale securities in the second quarter. Cash and equivalents at the end of the quarter were $343.1 million, or 2.9% of the balance sheet, compared to $133.0 million, or 1.2% of the balance sheet, as of December 31, 2023. In general, in a normal operating environment, the Company seeks to maintain liquidity levels of cash, cash equivalents and investment securities available-for-sale of between 5% and 15% of total assets. As of June 30, 2024, cash, cash equivalents and investment securities available-for-sale totaled $1.2 billion, or 10.3% of total assets. This compares to $1.0 billion, or 9.2% of total assets, as of December 31, 2023.
Deposits, which are considered the most stable source of liquidity, totaled $8.7 billion as of June 30, 2024 and represented 85.9% of total funding (the sum of total deposits and total borrowings), compared to deposits of $8.5 billion, or 86.1% of total funding, as of December 31, 2023. Core deposits, which consist of demand checking, NOW, savings and money market accounts, totaled $6.1 billion as of June 30, 2024 and represented 69.8% of total deposits, compared to core deposits of $6.1 billion, or 71.3% of total deposits, as of December 31, 2023. Additionally, the Company had $923.5 million of brokered deposits as of June 30, 2024, which represented 10.6% of total deposits, compared to $881.2 million or 10.3% of total deposits, as of December 31, 2023. The Company offers attractive interest rates based on market conditions to increase deposits balances, while managing the 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 $1.4
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billion as of June 30, 2024, representing 14.1% of total funding, compared to $1.4 billion, or 13.9% of total funding, as of December 31, 2023. The growth in the balance sheet is driven by the current operating environment, management will continue to monitor economic conditions and make adjustments to the balance sheet mix as appropriate.
As members of the FHLB, the Banks have access to both short- and long-term borrowings. As of June 30, 2024, the Company's total borrowing limit from the FHLB for advances and repurchase agreements was $2.7 billion, compared to $2.6 billion as of December 31, 2023.
As of June 30, 2024, the Banks also have access to funding through certain uncommitted lines via AFX as well as other large financial institution specific lines. As of June 30, 2024 and December 31, 2023, respectively, the Company had no borrowings on outstanding uncommitted lines of credit.
The Company had a $30.0 million committed line of credit for contingent liquidity as of June 30, 2024. As of June 30, 2024, the Company did not have any outstanding borrowings on this line.
The Company has access to the Federal Reserve Bank's "discount window" to supplement its liquidity. The Company had $351.7 million of borrowing capacity at the Federal Reserve Bank as of June 30, 2024. As of June 30, 2024, the Company did not have any outstanding borrowings with the Federal Reserve Bank.
Additionally, the Banks have access to liquidity through repurchase agreements and additional untapped brokered deposits.
While management believes 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. See Note 12, "Commitments and Contingencies", to the consolidated financial statements for a description of off-balance-sheet financial instruments.
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Financial instruments with off-balance-sheet risk at the dates indicated follow:
 At June 30, 2024At December 31, 2023
 (In Thousands)
Financial instruments whose contract amounts represent credit risk:  
Commitments to originate loans and leases:  
Commercial real estate$30,470 $88,435 
Commercial192,452 279,001 
Residential mortgage30,683 26,170 
Unadvanced portion of loans and leases1,117,583 1,208,553 
Unused lines of credit:  
Home equity781,730 762,235 
Other consumer125,418 114,816 
Other commercial510 475 
Unused letters of credit:  
Financial standby letters of credit11,154 8,221 
Performance standby letters of credit26,984 29,187 
Commercial and similar letters of credit2,792 3,278 
Interest rate derivatives$225,000 $225,000 
Loan level derivatives:
Receive fixed, pay variable1,701,730 1,733,198 
Pay fixed, receive variable1,701,730 1,733,198 
Risk participation-out agreements530,900 542,387 
Risk participation-in agreements103,295 100,313 
Foreign exchange contracts:
Buys foreign currency, sells U.S. currency4,252 3,262 
Sells foreign currency, buys U.S. currency4,301 3,895 

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Capital Resources
As of June 30, 2024, the Company and the Banks are each under the primary regulation of, and must comply with, the capital requirements of the FRB. Under these rules, the Company and the Banks are each required to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital leverage ratio of 6.0%, a minimum total risk based capital ratio of 8% and a minimum Tier 1 leverage ratio of 4%. Additionally, the Company and the Banks are required to establish a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements for “adequately capitalized” institutions equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases. As of June 30, 2024, 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 June 30, 2024 for the Company and the Banks.
ActualMinimum Required for Capital Adequacy PurposesMinimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer
Minimum Required  to be Considered “Well-Capitalized” Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
At June 30, 2024:
Brookline Bancorp, Inc.
Common equity Tier 1 capital ratio (1)
$1,005,251 10.33 %$437,912 4.50 %$681,196 7.00 %N/AN/A
Tier 1 leverage capital ratio (2)
1,015,032 8.99 %451,627 4.00 %451,627 4.00 %N/AN/A
Tier 1 risk-based capital ratio (3)
1,015,032 10.44 %583,352 6.00 %826,415 8.50 %N/AN/A
Total risk-based capital ratio (4)
1,211,242 12.45 %778,308 8.00 %1,021,529 10.50 %N/AN/A
Brookline Bank      
Common equity Tier 1 capital ratio (1)
$575,684 10.35 %$250,297 4.50 %$389,351 7.00 %$361,541 6.50 %
Tier 1 leverage capital ratio (2)
575,684 9.24 %249,214 4.00 %249,214 4.00 %311,517 5.00 %
Tier 1 risk-based capital ratio (3)
575,684 10.35 %333,730 6.00 %472,784 8.50 %444,973 8.00 %
Total risk-based capital ratio (4)
645,382 11.60 %445,091 8.00 %584,182 10.50 %556,364 10.00 %
BankRI      
Common equity Tier 1 capital ratio (1)
$289,743 10.43 %$125,009 4.50 %$194,458 7.00 %$180,569 6.50 %
Tier 1 leverage capital ratio (2)
289,743 8.89 %130,368 4.00 %130,368 4.00 %162,960 5.00 %
Tier 1 risk-based capital ratio (3)
289,743 10.43 %166,679 6.00 %236,128 8.50 %222,238 8.00 %
Total risk-based capital ratio (4)
323,193 11.64 %222,126 8.00 %291,540 10.50 %277,657 10.00 %
PCSB Bank
Common equity Tier 1 capital ratio (1)
$191,319 13.41 %$64,201 4.50 %$99,868 7.00 %$92,735 6.50 %
Tier 1 leverage capital ratio (2)
191,319 9.78 %78,249 4.00 %78,249 4.00 %97,811 5.00 %
Tier 1 risk-based capital ratio (3)
191,319 13.41 %85,601 6.00 %121,269 8.50 %114,135 8.00 %
Total risk-based capital ratio (4)
209,159 14.66 %114,139 8.00 %149,807 10.50 %142,673 10.00 %
_______________________________________________________________________________
(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.
(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.
(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.
(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.



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The following table presents actual and required capital amounts and capital ratios as of December 31, 2023 for the Company and the Banks.
ActualMinimum Required for Capital Adequacy PurposesMinimum Required for Fully Phased in Capital Adequacy Purposes plus Capital Conservation Buffer
Minimum Required To
Be Considered
 “Well-Capitalized” Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
(Dollars in Thousands)
At December 31, 2023:      
Brookline Bancorp, Inc.      
Common equity Tier 1 capital ratio (1)
$994,023 10.25 %$436,400 4.50 %$678,845 7.00 %N/AN/A
Tier 1 leverage capital ratio (2)
1,003,784 9.02 %445,137 4.00 %445,137 4.00 %N/AN/A
Tier 1 risk-based capital ratio (3)
1,003,784 10.35 %581,904 6.00 %824,364 8.50 %N/AN/A
Total risk-based capital ratio (4)
1,199,686 12.37 %775,868 8.00 %1,018,327 10.50 %N/AN/A
Brookline Bank      
Common equity Tier 1 capital ratio (1)
$580,148 10.39 %$251,267 4.50 %$390,860 7.00 %$362,941 6.50 %
Tier 1 leverage capital ratio (2)
580,148 9.46 %245,306 4.00 %245,306 4.00 %306,632 5.00 %
Tier 1 risk-based capital ratio (3)
580,148 10.39 %335,023 6.00 %474,616 8.50 %446,697 8.00 %
Total risk-based capital ratio (4)
650,135 11.64 %446,828 8.00 %586,462 10.50 %558,535 10.00 %
BankRI
Common equity Tier 1 capital ratio (1)
$283,673 10.20 %$125,150 4.50 %$194,678 7.00 %$180,772 6.50 %
Tier 1 leverage capital ratio (2)
283,673 8.89 %127,637 4.00 %127,637 4.00 %159,546 5.00 %
Tier 1 risk-based capital ratio (3)
283,673 10.20 %166,866 6.00 %236,394 8.50 %222,489 8.00 %
Total risk-based capital ratio (4)
318,462 11.46 %222,312 8.00 %291,785 10.50 %277,890 10.00 %
PCSB Bank
Common equity Tier 1 capital ratio (1)
$185,337 13.50 %$61,779 4.50 %$96,101 7.00 %$89,236 6.50 %
Tier 1 leverage capital ratio (2)
185,337 9.78 %75,802 4.00 %75,802 4.00 %94,753 5.00 %
Tier 1 risk-based capital ratio (3)
185,337 13.50 %82,372 6.00 %116,694 8.50 %109,829 8.00 %
Total risk-based capital ratio (4)
201,314 14.66 %109,858 8.00 %144,188 10.50 %137,322 10.00 %
_______________________________________________________________________________
(1) Common equity Tier 1 capital ratio is calculated by dividing common equity Tier 1 capital by risk-weighted assets.
(2) Tier 1 leverage capital ratio is calculated by dividing Tier 1 capital by average assets.
(3) Tier 1 risk-based capital ratio is calculated by dividing Tier 1 capital by risk-weighted assets.
(4) Total risk-based capital ratio is calculated by dividing total capital by risk-weighted assets.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
Market risk is the risk that the market value or estimated fair value of the Company's assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that the Company's net income will be significantly reduced by interest-rate changes.
Interest-Rate Risk
The principal market risk facing the Company is interest-rate risk, which can occur in a variety of forms, including repricing risk, yield-curve risk, basis risk, and prepayment risk. Repricing risk occurs when the change in the average yield of either interest-earning assets or interest-bearing liabilities is more sensitive than the other to changes in market interest rates. Such a change in sensitivity could reflect a number of possible mismatches in the repricing opportunities of the Company's assets and liabilities. Yield-curve risk reflects the possibility that changes in the shape of the yield curve could have different effects on the Company's assets and liabilities. Basis risk occurs when different parts of the balance sheet are subject to varying base rates reflecting the possibility that the spread from those base rates will deviate. Prepayment risk is associated with financial instruments with an option to prepay before the stated maturity, often a disadvantage to person selling the option; this risk is most often associated with the prepayment of loans, callable investments, and callable borrowings.
Asset/Liability Management
Market risk and interest-rate risk management is governed by the Company's 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 customer deposits with terms of more than five years, and adjusting maturities of wholesale funding. The Company limits this risk by restricting the types of MBSs it invests into those with limited average life changes under certain interest-rate-shock scenarios, or securities with embedded prepayment penalties. The Company also places limits on holdings of fixed-rate mortgage loans with maturities greater than five years. The Company enters into interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed payments.
Measuring Interest-Rate Risk
As noted above, interest-rate risk can be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest-rate sensitivity gap. An asset or liability is said to be interest-rate sensitive within a specific period if it will mature or reprice within that period. The interest-rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest-rate-sensitive assets exceeds the amount of interest-rate-sensitive liabilities. A gap is considered negative when the amount of interest-rate-sensitive liabilities exceeds the amount of interest-rate-sensitive assets. During a period of falling interest rates, a positive gap would tend to adversely affect net interest income. Conversely, during a period of rising interest rates, a positive gap position would tend to result in an increase in net interest income.
The Company's interest-rate risk position is measured using both income simulation and interest-rate sensitivity "gap" analysis. Income simulation is the primary tool for measuring the interest-rate risk inherent in the Company's balance sheet at a given point in time by showing the effect on net interest income, over a twelve-month period, of a variety of interest-rate shocks. These simulations take into account repricing, maturity, and prepayment characteristics of individual products. The ALCO reviews simulation results to determine whether exposure resulting from changes in market interest rates remains within established tolerance levels over a twelve-month horizon, and develops appropriate strategies to manage this exposure. The Company's interest-rate risk analysis remains modestly asset-sensitive as of June 30, 2024.
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The assumptions used in the Company’s interest-rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates.
As of June 30, 2024, 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 while maintaining a flat balance sheet:
Estimated Exposure to Net Interest Income
over Twelve-Month Horizon Beginning
June 30, 2024December 31, 2023
Change in Interest Rate LevelsDollar
Change		Percent
Change		Dollar
Change		Percent
Change
 (Dollars in Thousands)
Up 300 basis points shock$14,772 4.3 %$13,318 3.9 %
Up 200 basis points ramp9,640 2.8 %7,068 2.1 %
Up 100 basis points ramp5,334 1.5 %3,389 1.0 %
Down 100 basis points ramp(3,903)(1.1)%(5,042)(1.5)%
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 4.3% as of June 30, 2024, compared to a positive 3.9% as of December 31, 2023.
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 June 30, 2024, the Company’s one-year cumulative gap was a negative $793.1 million, or 7.30% of total interest-earning assets, compared with a negative $521.4 million, or 4.89% of total interest-earning assets, at December 31, 2023.
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 2023 Annual Report on Form 10-K.
The EVE at Risk Simulation is conducted in tandem with net interest income simulations to ascertain a longer term view of the Company’s interest-rate risk position by capturing longer-term repricing risk and options risk embedded in the balance sheet. It measures the sensitivity of the economic value of equity to changes in interest rates. The EVE at Risk Simulation values only the current balance sheet and does not incorporate growth assumptions. As with the net interest income simulation, this simulation captures product characteristics such as loan resets, repricing terms, maturity dates, and rate caps and floors. Key assumptions include loan prepayment speeds, deposit pricing elasticity, and non-maturity deposit attrition rates. These assumptions can have significant impacts on valuation results as the assumptions remain in effect for the entire life of each asset and liability. The Company conducts non-maturity deposit behavior studies on a periodic basis to support deposit assumptions used in the valuation process. All key assumptions are subject to a periodic review.
EVE at Risk is calculated by estimating the net present value of all future cash flows from existing assets and liabilities using current interest rates as well as parallel shocks to the current interest-rate environment. The following table sets forth the estimated percentage change in the Company’s EVE at Risk, assuming various shifts in interest rates.
Estimated Percent Change in Economic Value of Equity
Parallel Shock in Interest Rate LevelsAt June 30, 2024At December 31, 2023
Up 300 basis points(5.4)%(6.3)%
Up 200 basis points(4.0)%(4.4)%
Up 100 basis points(1.1)%(2.2)%
Down 100 basis points(0.8)%2.1 %

The Company's EVE-at-risk asset sensitivity decreased from December 31, 2023 to June 30, 2024 driven by deposit mix and loan growth.

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Item 4. Controls and Procedures
 
Controls and Procedures
 
Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), the Company has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer considered that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a -15(f). The Company’s internal control system was designed to provide reasonable assurance to its management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of its internal control over financial reporting as of the end of the period covered by this report. There has been no change in the Company’s internal controls over financial reporting during the quarter ended June 30, 2024 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Management’s Report on Internal Control Over Financial Reporting as of December 31, 2023 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, 2023.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
 
There are no material pending legal proceedings other than those that arise in the normal course of business. In the opinion of management, after consulting with legal counsel, the consolidated financial position and results of operations of the Company are not expected to be affected materially by the outcome of such proceedings. 

Item 1A.    Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024.

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

a)        Not applicable.
 
b)        Not applicable.
 
c)        Not applicable.

Item 3. Defaults Upon Senior Securities

a)        None.
 
b)        None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

c) During the three months ended June 30, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).


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Item 6. Exhibits
 
Exhibits
Exhibit 31.1*
  
Exhibit 31.2*
  
Exhibit 32.1**
  
Exhibit 32.2**
  
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)
_______________________________________________________________________________
* Filed herewith
** Furnished herewith
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 BROOKLINE BANCORP, INC.
    
    
Date: August 6, 2024By:/s/ Paul A. Perrault
  Paul A. Perrault 
  Chief Executive Officer 
  (Principal Executive Officer) 
    
Date: August 6, 2024By:/s/ Carl M. Carlson
  Carl M. Carlson 
  Co-President and Chief Financial Officer 
  (Principal Financial Officer) 



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