This discussion and analysis reflects our consolidated financial statements and
other relevant statistical data, and is intended to enhance your understanding
of our financial condition and results of operations. You should read the
information in this section in conjunction with our business and financial
information and the Consolidated Financial Statements and related notes that are
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, filed with the SEC.

Forward Looking Statements



This report contains forward-looking statements that are based on assumptions
and may describe future plans, strategies and expectations of the Company. These
forward-looking statements, which can be identified by the use of words such as
"will", "continue", "estimate," "project," "believe," "intend," "anticipate,"
"plan," "seek," "expect" and words of similar meaning. The Company's ability to
predict results or actual effect of future plans is inherently uncertain.
Factors which could have a material adverse effect on the operations of the
Company and its subsidiaries include, but are not limited to:

• general economic conditions, either nationally or in our market areas,

that are worse than expected;

• inflation and changes in the interest rate environment that reduce our

margins and yields, our mortgage banking revenues, the fair value of

financial instruments or the origination levels in our lending business,

or increase the level of defaults, losses and prepayments on loans we have

made and make whether held in portfolio or sold in the secondary markets;




  • competition among depository and other financial institutions;


  • changes in consumer spending, borrowing and savings habits;

• our ability to enter new markets successfully and capitalize on growth

opportunities;

• changes in laws or government regulations or policies affecting financial


        institutions, including changes in regulatory fees and capital
        requirements;

• changes in monetary or fiscal policies of the U.S. Government, including

policies of the U.S. Treasury and the Federal Reserve Board;

• changes in the financial condition, results of operations or future

prospects of issuers of securities that we own;

• changes in accounting policies and practices, as may be adopted by the

bank regulatory agencies, the Financial Accounting Standards Board or the

SEC;

• changes in the level and trends of loan delinquencies and charge-offs and

changes in estimates of the adequacy of the allowance for loan losses;




  • the effects of any civil unrest;

• the effects of the COVID-19 pandemic on the business, customers, employees


        and third-party service providers;


  • diversion of management time on pandemic related issues;

• changes to statutes, regulations, or regulatory policies or practices


        resulting from the COVID-19 pandemic;


  • our ability to access cost-effective funding;

• fluctuations in real estate values and both residential and commercial


        real estate market conditions;


  • demand for loans and deposits in our market area;


  • our ability to implement and changes in our business strategies;


  • adverse changes in the securities or secondary mortgage markets;

• our ability to manage market risk, credit risk and operational risk in the


        current economic conditions;


  • failure or breaches of our IT security systems;

• our ability to successfully integrate any assets, liabilities, customers,

systems and management personnel we have acquired or may acquire into our

operations and our ability to realize related revenue synergies and cost

savings within expected time frames and any goodwill charges related

thereto;

• technological changes that may be more difficult or expensive than expected;

• the ability of third-party providers to perform their obligations to us;




                                       24

--------------------------------------------------------------------------------


  • the ability of the U.S. Government to manage federal debt limits;


  • the effects of federal government shutdowns;


  • our ability to successfully introduce new products and services; and


  • our ability to retain key employees.


Management's ability to predict results or the effect of future plans or
strategies is inherently uncertain. Additional factors that may affect our
results are discussed in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2019 filed with the SEC on March 2, 2020, under "Risk
Factors," which is available through the SEC's website at www.sec.gov, as
updated by subsequent filings with the SEC. These risks and uncertainties should
be considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Except required by applicable law or
regulation, the Company does not undertake, and specifically disclaims any
obligation, to release publicly the result of any revisions that may be made to
any forward-looking statements to reflect events or circumstances after the date
of the statements or to reflect the occurrence of anticipated or unanticipated
events.

Critical Accounting Policies

A summary of significant accounting policies is described in Note 1 to the
Consolidated Financial Statements included in the Annual Report on Form 10-K for
the year ended December 31, 2019. Critical accounting estimates are necessary in
the application of certain accounting policies and procedures and are
particularly susceptible to significant change. Critical accounting policies are
defined as those involving significant judgments and assumptions by management
that could have a material impact on the carrying value of certain assets or on
income under different assumptions or conditions. Management believes the
allowance for loan losses is the most critical accounting policy.

Impact of COVID-19



The COVID-19 pandemic has created a significant economic disruption resulting in
an unprecedented slow-down in economic activity and a related increase in
unemployment. In response to the COVID-19 outbreak, the Federal Reserve has
reduced the benchmark federal funds rate to a target range of 0% to 0.25%.
Various state governments and federal agencies are requiring lenders to provide
forbearance and other relief to borrowers (e.g., waiving late payment and other
fees). The federal banking agencies have encouraged financial institutions to
prudently work with affected borrowers and passed legislation providing relief
from reporting loan classifications due to modifications related to the COVID-19
outbreak. Certain industries have been particularly hard-hit, including the
travel and hospitality industry, the restaurant industry and the retail
industry. The current impact of COVID-19 and the CARES Act is detailed
throughout Management's Discussion and Analysis, however, the extent to which
the effects of the CARES Act and any further legislation of its kind will impact
the Company's financial results and operations during 2020 and beyond remains
uncertain.

Comparison of Financial Condition at September 30, 2020 and December 31, 2019



Assets. Total assets increased $223.0 million, or 3.5%, to $6.567 billion at
September 30, 2020 from $6.344 billion at December 31, 2019. Net loans decreased
$113.7 million, or 2.0%, to $5.584 billion at September 30, 2020 from $5.698
billion at December 31, 2019. Cash and due from banks increased $295.8 million,
or 72.8%, to $702.1 million at September 30, 2020 from $406.4 million at
December 31, 2019

Loan Portfolio Analysis. At September 30, 2020, net loans were $5.584 billion,
or 85.0% of total assets. During the nine months ended September 30, 2020, net
loans decreased $113.7 million, or 2.0% from December 31, 2019. Loan
originations totaled $955.3 million during the nine months ended September 30,
2020. The net decrease in loans resulted primarily from decreases of $101.5
million in commercial real estate loans, $62.0 million in multi-family loans and
$55.3 million in one- to four-family loans and $41.0 million in construction
loans, partially offset by increases of $161.5 million in commercial and
industrial loans and $4.1 million in home equity lines of credit. The net
decrease in loans for the nine months ended September 30, 2020 reflects
commercial loan payoffs totaling $700.6 million, comprised of $266.0 million in
commercial real estate loans, $201.5 million in construction loans, $199.7
million in multi-family loans and $33.4 million in the commercial and industrial
loans. Refer to Note 5, Loans, in Notes to the Unaudited Consolidated Financial
Statements within this report for more detail regarding the loans held in the
Company's loan portfolio.

The CARES Act includes the establishment of the Paycheck Protection Program
("PPP"), a program designed to aid small- and medium-sized business through
federally guaranteed loans distributed through financial institutions. These
loans are intended to guarantee payroll and other costs to help those businesses
remain viable and allow their workers to pay their bills. This program is being
administered by the Small Business Administration ("SBA") and backed by the
Federal Reserve Bank. The Company originated 401 PPP loans totaling $123.7
million with associated fees of $3.4 million during the second quarter of 2020.

                                       25

--------------------------------------------------------------------------------
The Company holds certain loans in the industries most heavily impacted by
COVID-19, namely $683.5 million in the retail industry, $361.5 million in the
hospitality industry and $20.1 million in the restaurant industry. These
customers have been active in the PPP and the Company has made further
accommodations, including principal and interest deferrals, to assist these
customers in mitigating the financial and operational impact of COVID-19 on
their businesses. As of September 30, 2020, the Company has temporarily adjusted
repayment terms on 9.3% of its total loan portfolio, including 34.4% of the
loans in the retail, hospitality and restaurant industries, due to COVID-19.
These amounts have declined since the end of the third quarter, as most of the
initial modification periods end during the fourth quarter of 2020. The Bank has
worked diligently with borrowers to improve their repayment status. As of
October 19, 2020, the amount of loans with modified terms due to COVID-19 has
decreased to 7.0% of the total loan portfolio, as most loans improve to either
full payment or interest-only payments.

Credit Risk Management. Our strategy for credit risk management focuses on
having well-defined credit policies and uniform underwriting criteria and
providing prompt attention to potential problem loans. Management of asset
quality is accomplished by internal controls, monitoring and reporting of key
risk indicators, and both internal and independent third-party loan reviews. The
primary objective of our loan review process is to measure borrower performance
and assess risk for the purpose of identifying loan weakness in order to
minimize loan loss exposure. From the time of loan origination through final
repayment, multi-family, commercial real estate, construction, and commercial
and industrial loans are assigned a risk rating based on pre-determined criteria
and levels of risk. The risk rating is monitored annually for most loans;
however, it may change during the life of the loan as appropriate.

Internal and independent third-party loan reviews vary by loan type, as well as
the size and complexity of the loan. Depending on the size and complexity of the
loan, some loans may warrant detailed individual review, while other loans may
have less risk based upon size or be of a homogeneous nature reducing the need
for detailed individual analysis. Assets with these characteristics, such as
consumer loans and loans secured by residential real estate, may be reviewed on
the basis of risk indicators such as delinquency or credit rating. In cases of
significant concern, a total re-evaluation of the loan and associated risks are
documented by completing a loan risk assessment and action plan. Some loans may
be re-evaluated in terms of their fair market value or net realizable value in
order to determine the likelihood of potential loss exposure and, consequently,
the adequacy of specific and general loan loss reserves.

When a borrower fails to make a required loan payment, we take a number of steps
to have the borrower cure the delinquency and restore the loan to current
status, including contacting the borrower by letter and phone at regular
intervals. When the borrower is in default, we may commence collection
proceedings. If a foreclosure action is instituted and the loan is not brought
current, paid in full, or refinanced before the foreclosure sale, the real
property securing the loan generally is sold at foreclosure. Management informs
the Executive Committee monthly of the amount of loans delinquent more than 30
days. Management provides detailed information to the Board of Directors on
loans 60 or more days past due and all loans in foreclosure and repossessed
property that we own.

Delinquencies. Total past due loans increased $502,000, or 15.7%, to
$3.7 million at September 30, 2020 from $3.2 million at December 31, 2019. At
September 30, 2020, non-accrual loans exceeded loans 90 days or greater past due
primarily due to loans which were placed on non-accrual status based on a
determination that the ultimate collection of all principal and interest due was
not expected and certain loans remain on non-accrual status until they attain a
sustained contractual payment history of six consecutive months. Delinquencies
do not include loans that have had COVID-19 related payment deferral
modifications, as appropriate under the CARES Act.

Non-performing Assets. Non-performing assets include loans that are 90 or more
days past due or on non-accrual status, including TDRs on non-accrual status,
and real estate and other loan collateral acquired through foreclosure and
repossession. Loans 90 days or greater past due may remain on an accrual basis
if adequately collateralized and in the process of collection. At September 30,
2020, we did not have any accruing loans past due 90 days or greater. For
non-accrual loans, interest previously accrued but not collected is reversed and
charged against income at the time a loan is placed on non-accrual status. Loans
are returned to accrual status when all the principal and interest amounts
contractually due are brought current and future payments are reasonably
assured. As of September 30, 2020, there were no loans placed on non-accrual due
to COVID-19 related repayment modifications, as appropriate under the CARES
Act.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of
foreclosure is classified as foreclosed real estate until it is sold. When
property is acquired, it is initially recorded at the fair value, less estimated
costs to sell, at the date of foreclosure, establishing a new cost basis.
Holding costs and declines in fair value after acquisition of the property
result in charges against income. The recorded investment of consumer mortgage
loans secured by residential real estate properties for which formal foreclosure
proceedings are in process according to local requirements of the applicable
jurisdiction totaled $380,000 at September 30, 2020.

                                       26

--------------------------------------------------------------------------------

The following table provides information with respect to our non-performing assets at the dates indicated.





                                             September 30,      December 31,
                                                 2020               2019
                                                   (Dollars in thousands)
Loans accounted for on a non-accrual basis:
Real estate loans:
Residential real estate:
One- to four-family                         $         3,041     $       3,082
Home equity lines of credit                              20                 -
Total real estate loans                               3,061             3,082
Commercial and industrial                               541               323
Total non-accrual loans (1)                           3,602             3,405
Total non-performing assets                 $         3,602     $       3,405
Non-accrual loans to total loans                       0.06   %          0.06   %
Non-accrual loans to total assets                      0.05   %          0.05   %
Non-performing assets to total assets                  0.05   %          0.05   %



(1) TDRs on accrual status not included above totaled $1.7 million and $2.3

million at September 30, 2020 and December 31, 2019, respectively.




Non-accrual loans increased $197,000 or 5.8%, to $3.6 million, or 0.06% of total
loans outstanding at September 30, 2020, from $3.4 million, or 0.06% of total
loans outstanding at December 31, 2019.

Achieving and maintaining a moderate risk profile by aggressively managing
troubled assets has been and will continue to be a primary focus. At
September 30, 2020, our allowance for loan losses was $67.6 million, or 1.20% of
total loans, compared to $50.3 million, or 0.87% of total loans at December 31,
2019. The increases in the provision and coverage ratio reflect the application
of economic uncertainties and market volatility caused by COVID-19 to the
factors used to determine the Company's provision. Included in our allowance at
September 30, 2020 was a general component of $67.6 million, which is based upon
our evaluation of various factors relating to loans not deemed to be impaired.
Due to government guarantee, we have not currently provided for loan losses for
PPP loans. We continue to believe our level of non-performing loans and assets,
which declined significantly during the past three years, is manageable and we
believe that we have sufficient capital and human resources to manage the
collection of our non-performing assets in an orderly fashion.

At September 30, 2020 and December 31, 2019, the Company did not hold any foreclosed real estate. We continue to be actively engaged with our borrowers in resolving remaining problem assets.



Troubled Debt Restructurings and Other Loan Modifications. In the course of
resolving loans to borrowers with financial difficulties, we may choose to
restructure the contractual terms of certain loans, with terms modified to fit
the ability of the borrower to repay in line with its current financial status.
A loan is considered a TDR if, for reasons related to the debtor's financial
difficulties, a concession is granted to the debtor that would not otherwise be
considered.

Total TDRs decreased $648,000, or 21.3%, to $2.4 million at September 30, 2020
from $3.0 million at December 31, 2019, reflecting principal paydowns.
Modifications of TDRs consist of rate reductions, loan term extensions or
provisions for interest-only payments for specified periods up to 12 months. We
have generally been successful with the concessions we have offered to borrowers
to date. We generally return TDRs to accrual status when they have sustained
payments for six consecutive months based on the restructured terms and future
payments are reasonably assured.

In response to COVID-19, the Company has provided temporary relief in the form
of short-term loan modifications, including 90- to 180-day principal and
interest deferment periods. The deferred payments and associated accrued
interest are due and payable based on the specific terms of the modification. As
of September 30, 2020, the Company had executed modifications with full
principal and interest deferrals representing outstanding loan balances of
$391.5 million, or 6.9% of the total loan portfolio, and associated accrued
interest of $7.4 million. As of October 19, 2020, these amounts have declined to
$285.6 million, or 5.0% of the total loan portfolio.

                                       27

--------------------------------------------------------------------------------
Potential Problem Loans. Certain loans are identified during our loan review
process that are currently performing in accordance with their contractual terms
and we ultimately expect to receive payment in full of principal and interest,
but it is deemed probable that we will be unable to collect all the scheduled
payments of principal or interest when due according to the contractual terms of
the loan agreement. This may result from deteriorating conditions such as cash
flows, collateral values or creditworthiness of the borrower. These loans are
classified as impaired but are not accounted for on a non-accrual basis.

Other potential problem loans are those loans that are currently performing, but
where known information about possible credit problems of the borrowers causes
us to have concerns as to the ability of such borrowers to comply with
contractual loan repayment terms. These other potential problem loans are
generally loans classified as "substandard" or 8-rated loans in accordance with
our ten-grade internal loan rating system that is consistent with guidelines
established by banking regulators. At September 30, 2020 other potential problem
loans totaled $19.0 million and consist of two commercial and industrial loans
to non-profit educational organizations in eastern Massachusetts with loan
balances of $15.3 million and $3.6 million that were identified during our loan
review process as having possible financial issues that, if not corrected, could
result in some loss to the Company. It was determined that these loan
relationships are performing in accordance with the terms of the loans with the
current expectation that we will be repaid in full in accordance with those
terms, but with continual credit monitoring of the relationships.

Allowance for Loan Losses. The allowance for loan losses is maintained at levels
considered adequate by management to provide for probable loan losses inherent
in the loan portfolio as of the consolidated balance sheet reporting dates. The
allowance for loan losses is based on management's assessment of various factors
affecting the loan portfolio, including portfolio composition, delinquent and
non-accrual loans, national and local business conditions and loss experience
and an overall evaluation of the quality of the underlying collateral.

Changes in the allowance for loan losses during the periods indicated were as
follows:



                                                          Nine Months Ended September 30,
                                                            2020                   2019
                                                                (Dollars in thousands)
Beginning balance                                     $         50,322       $         53,231
Provision for loan losses                                       17,529                 (2,057 )
Charge-offs:
Commercial and industrial                                          158                    196
Consumer                                                           135                    211
Total charge-offs                                                  293                    407
Recoveries:
One- to four-family                                                 13                      -
Commercial real estate                                               -                      5
Commercial and industrial                                            9                      -
Home equity lines of credit                                          2                      3
Consumer                                                            57                     56
Total recoveries                                                    81                     64
Net charge-offs                                                    212                    343
Ending balance                                        $         67,639       $         50,831
Allowance to non-accrual loans                                1,877.82    %          1,286.86   %
Allowance to total loans outstanding                              1.20    %              0.88   %
Net charge-offs to average loans outstanding                      0.00    %              0.01   %




Our loan loss provision was $17.5 million for the nine months ended
September 30, 2020 compared to a reversal of $2.1 million for the nine months
ended September 30, 2019. The increase in the allowance for loan losses at
September 30, 2020 compared to December 31, 2019 was primarily due to economic
factors and industry conditions impacted by COVID-19.  We continue to assess the
adequacy of our allowance for loan losses in accordance with established
policies and are closely monitoring the evolving pandemic to ensure proper
evaluation of its impact on our loan portfolio.

                                       28

--------------------------------------------------------------------------------

The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated:





                                             September 30, 2020                                   December 31, 2019
                                                                 Percent of                                           Percent of
                                             Percent of           Loans in                        Percent of           Loans in
                                              Allowance           Category                         Allowance           Category
                                              to Total            of Total                         to Total            of Total
                                Amount        Allowance             Loans            Amount        Allowance             Loans
                                                                       (Dollars in thousands)
Real estate loans:
Residential real estate:
One- to four-family            $  2,294               3.4   %            10.7   %   $    691               1.4   %            11.5   %
Multi-family                      9,038              13.3                16.6          7,825              15.5                17.4
Home equity lines of credit         280               0.4                 1.3             69               0.1                 1.2
Commercial real estate           37,342              55.2                45.9         26,943              53.6                46.9
Construction                     10,395              15.4                11.8          8,913              17.7                12.3
Total real estate loans          59,349              87.7                86.3         44,441              88.3                89.3
Commercial and industrial         8,231              12.2                13.5          5,765              11.5                10.5
Consumer                             59               0.1                 0.2            116               0.2                 0.2
Total loans                    $ 67,639             100.0   %           100.0   %   $ 50,322             100.0   %           100.0   %




The allowance consists of general and allocated components. The general
component relates to pools of non-impaired loans and is based on historical loss
experience adjusted for qualitative factors. The allocated component relates to
loans that are classified as impaired. A loan is considered impaired when, based
on current information and events, it is probable that we will be unable to
collect the scheduled payments of principal or interest when due according to
the contractual terms of the loan agreement. Factors considered by management in
determining impairment include payment status, collateral value and the
probability of collecting scheduled principal and interest payments when due.
Impairment is measured on a loan by loan basis by either the present value of
expected future cash flows discounted at the loan's effective interest rate, the
loan's obtainable market price, or the fair value of the collateral if the loan
is collateral dependent.

We had impaired loans totaling $5.3 million and $6.3 million as of September 30,
2020 and December 31, 2019, respectively. Our average investment in impaired
loans was $5.4 million and $4.4 million for the nine months ended September 30,
2020 and 2019, respectively.

Large groups of smaller balance homogeneous loans are collectively evaluated for
impairment based on payment status. Accordingly, we do not separately identify
individual one- to four-family residential real estate, home equity lines of
credit or consumer loans for impairment disclosures, unless such loans are
subject to a troubled debt restructuring. We periodically may agree to modify
the contractual terms of loans. When a loan is modified and a concession is made
to a borrower experiencing financial difficulty, the modification is considered
a TDR. All TDRs are initially classified as impaired.

Management has reviewed the collateral value for all impaired and non-accrual
loans that were collateral dependent as of September 30, 2020 and considered any
probable loss in determining the allowance for loan losses.

For residential loans measured for impairment based on the collateral value, we will do the following:

• When a loan becomes seriously delinquent, generally 60 days past due, we

obtain third-party appraisals that are generally the basis for charge-offs

when a loss is indicated, prior to the foreclosure sale, but usually no

later than when such loans are 180 days past due. We generally are able to

complete the foreclosure process within six to nine months from receipt of

the third-party appraisal.

• We make adjustments to appraisals based on updated economic information,


        if necessary, prior to the foreclosure sale. We review current market
        factors to determine whether, in management's opinion, downward
        adjustments to the most recent appraised values may be warranted. If so,
        we use our best estimate to apply an estimated discount rate to the
        appraised values to reflect current market factors.


  • Appraisals we receive are based on comparable property sales.


For commercial loans measured for impairment based on the collateral value, we will do the following:

• We obtain a third party appraisal at the time a loan is deemed to be in a

workout situation and there is no indication that the loan will return to


        performing status, generally when the loan is 90 days or more past due.
        One or more updated third


                                       29

--------------------------------------------------------------------------------


        party appraisals are obtained prior to foreclosure depending on the
        foreclosure timeline. In general, we order new appraisals annually on
        loans in the process of foreclosure.

• We make downward adjustments to appraisals when conditions warrant.

Adjustments are made by applying a discount to the appraised value based

on occupancy, recent changes in condition to the property and certain

other factors. Adjustments are also made to appraisals for construction

projects involving residential properties based on recent sales of units.

Losses are recognized if the appraised value less estimated costs to sell


        is less than our carrying value of the loan.


    •   Appraisals we receive are generally based on a reconciliation of

comparable property sales and income capitalization approaches. For loans

on construction projects involving residential properties, appraisals are

generally based on a discounted cash flow analysis assuming a bulk sale to

a single buyer.




Loans that are partially charged off generally remain on non-accrual status
until foreclosure or such time that they are performing in accordance with the
terms of the loan and have a sustained contractual payment history of at least
six consecutive months. The accrual of interest is generally discontinued when
the contractual payment of principal or interest has become 90 days past due or
management has serious doubts about further collectability of principal or
interest, even though the loan is currently performing. Loan losses are charged
against the allowance when we believe the uncollectability of a loan balance is
confirmed; for collateral-dependent loans, generally when appraised values (as
adjusted values, if applicable), less estimated costs to sell, are less than our
carrying values.

Although we believe that we use the best information available to establish the
allowance for loan losses, future adjustments to the allowance for loan losses
may be necessary and our results of operations could be adversely affected if
circumstances differ substantially from the assumptions used in making the
determinations. Furthermore, while we believe we have established our allowance
for loan losses in conformity with generally accepted accounting principles in
the United States of America, there can be no assurance that regulators, in
reviewing our loan portfolio, will not require us to increase our allowance for
loan losses. In addition, because future events affecting borrowers and
collateral cannot be predicted with certainty, there can be no assurance that
the existing allowance for loan losses is adequate or that increases will not be
necessary should the quality of any loans deteriorate as a result of the factors
discussed above. Any material increase in the allowance for loan losses may
adversely affect our financial condition and results of operations.

Securities Portfolio. At September 30, 2020 our securities portfolio was $28.4
million, or 0.4% of total assets, compared to $30.3 million, or 0.5% of total
assets, at December 31, 2019. During the nine months ended September 30, 2020,
the securities portfolio decreased $1.9 million, or 6.4% primarily due to $3.2
million in maturities, calls and principal payments and a net unrealized loss
recognized on marketable equity securities of $2.2 million, partially offset by
purchases of $4.0 million. At September 30, 2020, the securities portfolio
consisted of $12.2 million, or 42.9%, in debt securities and $16.2 million, or
57.1%, in marketable equity securities. Refer to Note 4, Securities, in Notes to
the Unaudited Consolidated Financial Statements within this report for more
detail regarding our securities portfolio.

Deposits. Deposits are a major source of our funds for lending and other
investment purposes. Our deposit base is comprised of noninterest-bearing
demand, interest-bearing demand, money market, regular savings and other
deposits, and certificates of deposit, which include brokered certificates of
deposit. Total deposits increased $30.5 million, or 0.62%, to $4.952 billion at
September 30, 2020 from $4.921 billion at December 31, 2019. Refer to Note 6,
Deposits, in Notes to the Unaudited Consolidated Financial Statements within
this report for more detail regarding our deposits.

The following table sets forth the average balances of deposits for the periods
indicated.



                                                                 Nine Months Ended September 30,
                                                      2020                                            2019
                                                                     Percent                                         Percent
                                      Average        Average        of Total          Average        Average        of Total
                                      Balance         Rate          Deposits          Balance         Rate          Deposits
                                                                       (Dollars in thousands)
Noninterest-bearing demand deposits $   630,072             -   %        14.3   %   $   498,037             -   %        10.4   %
Interest-bearing demand deposits      1,289,479          0.90            27.3         1,200,110          1.76            25.5
Money market deposits                   728,024          0.84            15.9           685,892          1.28            13.9
Regular savings and other deposits      860,593          0.70            17.2           915,173          1.60            17.2
Certificates of deposit               1,356,139          1.81            25.3         1,662,818          2.14            33.0
Total                               $ 4,864,307          0.99   %       100.0   %   $ 4,962,030          1.62   %       100.0   %





                                       30

--------------------------------------------------------------------------------
Borrowings. We use borrowings from the FHLB to supplement our supply of funds
for loans and investments. Beginning in the second quarter of 2020, we utilized
borrowings from the Federal Reserve's PPPLF program to fund the origination of
PPP loans. At September 30, 2020 and December 31, 2019, FHLB advances totaled
$680.6 million and $636.2 million, respectively, with a weighted average rate of
2.27% and 2.57%, respectively. Federal Reserve PPPLF borrowings totaled $123.7
million with a weighted average rate of 0.35% at September 30, 2020. There were
no Federal Reserve borrowings at December 31, 2019. Total borrowings increased
$168.0 million, or 26.4%, during the nine months ended September 30, 2020,
reflecting a $25.0 million increase in short-term advances and a $143.0 million
increase in long-term debt, primarily due to participation in the PPPLF program.
During the nine months ended September 30, 2020, the Bank entered into a
short-term advance totaling $25.0 million with a term of nine months and an
interest rate of 0.81%. The Bank entered into long-term FHLB advances totaling
$110.0 million with terms ranging from one to five years and fixed interest
rates ranging from 0.66% to 1.38% during the nine months ended September 30,
2020. Advances maturing with the FHLB during the nine months ended September 30,
2020 totaled $90.0 million and consisted of advances with original terms ranging
from one to three years and interest rates ranging from 1.81% to 2.79%. The Bank
entered into long-term PPPLF borrowings totaling $123.7 million with terms
ranging from two to five years and a rate of 0.35% during the nine months ended
September 30, 2020. PPPLF borrowings paid off during the nine months ended
September 30, 2020 totaled $6,000. At September 30, 2020, we also had an
available line of credit of $9.4 million with the FHLB at an interest rate that
adjusts daily, none of which was outstanding at that date. Refer to Note 7,
Borrowings, in Notes to the Unaudited Consolidated Financial Statements within
this report for more detail regarding our borrowings.

Information relating to borrowings is detailed in the following table.





                                                         Nine Months Ended September 30,
                                                          2020                     2019
                                                              (Dollars in thousands)
Balance outstanding at end of period                 $       804,279          $       636,615
Average amount outstanding during the period         $       738,058          $       579,335
Weighted average interest rate during the period                2.24    %                2.31   %
Maximum outstanding at any month end                 $       804,285          $       637,038
Weighted average interest rate at end of period                 1.97    %                2.57   %




Stockholders' Equity. Total stockholders' equity increased $21.7 million, or
3.0%, to $748.3 million at September 30, 2020, from $726.6 million at
December 31, 2019. The increase for the nine months ended September 30, 2020 was
primarily due to net income of $46.9 million and $4.2 million related to
stock-based compensation plans, partially offset by the repurchase of one
million shares of the Company's common stock related to the stock repurchase
program at a total cost of $17.7 million and dividends of $0.24 per share
totaling $12.0 million. Stockholders' equity to assets was 11.39% at
September 30, 2020, compared to 11.45% at December 31, 2019. Book value per
share increased to $14.28 at September 30, 2020 from $13.61 at December 31,
2019. At September 30, 2020, the Company and the Bank continued to exceed all
regulatory capital requirements. Refer to "- Capital Management" within this
report for more information regarding capital requirements and actual capital
amounts and ratios for the Bank and the Company.

                                       31

--------------------------------------------------------------------------------

Results of Operations for the Three and Nine Months Ended September 30, 2020 and 2019



Net Income. Our primary source of income is net interest income. Net interest
income is the difference between interest income, which is the income that we
earn on our loans and investments, and interest expense, which is the interest
that we pay on our deposits and borrowings. Changes in levels of interest rates
affect our net interest income. A secondary source of income is non-interest
income, which includes revenue that we receive from providing products and
services. The majority of our non-interest income generally comes from customer
service fees, loan fees, bank-owned life insurance, and mortgage banking gains.

Net income information is as follows:





                              Three Months Ended                                        Nine Months Ended
                                 September 30,                  Change                    September 30,                   Change
                             2020            2019         Amount      Percent         2020             2019         Amount      Percent
                                                           (Dollars in thousands, except per share amounts)
Net interest income        $  48,809       $  44,217     $  4,592         10.4   % $  141,278       $  129,284     $ 11,994          9.3   %
Provision (reversal) for
loan losses                    7,163          (2,978 )     10,141        340.5         17,529           (2,057 )     19,586        952.2
Non-interest income            3,572           2,849          723         25.4         11,399            9,631        1,768         18.4
Non-interest expenses         22,830          23,847       (1,017 )       (4.3 )       72,451           74,760       (2,309 )       (3.1 )
Net income                    16,674          19,689       (3,015 )      (15.3 )       46,930           49,928       (2,998 )       (6.0 )
Basic earnings per share        0.33            0.39        (0.06 )      (15.4 )         0.93             0.98        (0.05 )       (4.7 )
Diluted earnings per share      0.33            0.38        (0.05 )      (13.2 )         0.93             0.97        (0.04 )       (4.1 )

Return on average assets 1.03 % 1.24 % (0.21 ) % (16.9 ) 0.98 % 1.06 % (0.08 ) % (7.5 ) Return on average equity 8.94 % 11.17 % (2.23 ) % (20.0 ) 8.50 % 9.60 % (1.10 ) % (11.5 )






                                       32

--------------------------------------------------------------------------------

Net Interest Income.



Average Balance Sheets and Related Yields and Rates. The following tables
present information regarding average balances of assets and liabilities, the
total dollar amounts of interest income and dividends from average
interest-earning assets, the total dollar amounts of interest expense on average
interest-bearing liabilities and the resulting annualized average yields and
costs. The yields and costs for the periods indicated are derived by dividing
income or expense by the average balances of assets or liabilities,
respectively, for the periods presented. For purposes of the tables, average
balances have been calculated using daily average balances, and include
non-accrual loans and purchase accounting related premium and discounts. The
loan yields include the effect of amortization or accretion of deferred loan
fees/costs and purchase accounting premiums/discounts to interest and fees on
loans.



                                                                  Three Months Ended September 30,
                                                     2020                                                   2019
                                 Average                              Yield             Average                              Yield
                                 Balance        Interest (1)       Cost (1)(6)          Balance        Interest (1)       Cost (1)(6)
                                                                         (Dollars in thousands)
Assets:
Interest-earning assets:
Loans (2)                      $ 5,671,957     $       61,682              4.33   %   $ 5,840,885     $       66,837              4.54   %
Securities and certificates of
deposits                            29,263                219              2.98            34,108                289              3.36
Other interest-earning assets
(3)                                604,916                494              0.32           335,400              2,136              2.53
Total interest-earning assets    6,306,136             62,395              3.94         6,210,393             69,262              4.42
Noninterest-earning assets         161,886                                                145,445
Total assets                   $ 6,468,022                                            $ 6,355,838
Liabilities and stockholders'
equity:
Interest-bearing liabilities:
Interest-bearing demand
deposits                       $ 1,291,341              1,946              0.60       $ 1,195,266              5,258              1.75
Money market deposits              769,571              1,270              0.66           683,201              2,281              1.32
Regular savings and other
deposits                           834,368                966              0.46           870,677              3,199              1.46
Certificates of deposit          1,262,433              4,564              1.44         1,705,718              9,440              2.20
Total interest-bearing
deposits                         4,157,713              8,746              0.84         4,454,862             20,178              1.80
Borrowings                         804,281              4,051              2.00           627,063              4,130              2.61
Total interest-bearing
liabilities                      4,961,994             12,797              1.03         5,081,925             24,308              1.90
Noninterest-bearing demand
deposits                           702,717                                                516,020
Other noninterest-bearing
liabilities                         57,636                                                 52,663
Total liabilities                5,722,347                                              5,650,608
Total stockholders' equity         745,675                                                705,230
Total liabilities and
stockholders' equity           $ 6,468,022                                            $ 6,355,838
Net interest-earning assets    $ 1,344,142                                            $ 1,128,468
Fully tax-equivalent net
interest income                                        49,598                                                 44,954
Less: tax-equivalent
adjustments                                              (789 )                                                 (737 )
Net interest income                            $       48,809                                         $       44,217
Interest rate spread (1)(4)                                                2.91   %                                               2.52   %
Net interest margin (1)(5)                                                 3.13   %                                               2.87   %
Average interest-earning
assets to average
  interest-bearing liabilities                         127.09   %                                             122.21   %
Supplemental Information:
Total deposits, including
noninterest-bearing
  demand deposits              $ 4,860,430     $        8,746              0.72   %   $ 4,970,882     $       20,178              1.61   %
Total deposits and borrowings,
including
  noninterest-bearing demand
deposits                       $ 5,664,711     $       12,797              0.90   %   $ 5,597,945     $       24,308              1.72   %


----------------------

(1) Income on debt securities, equity securities and revenue bonds included in

commercial real estate loans, as well as resulting yields, interest rate

spread and net interest margin, are presented on a tax-equivalent basis. The

tax-equivalent adjustments are deducted from tax-equivalent net interest

income to agree to amounts reported in the consolidated statements of net

income. For the three months ended September 30, 2020 and 2019, yields on

loans before tax-equivalent adjustments were 4.27% and 4.49%, respectively,

yields on securities and certificates of deposit before tax-equivalent

adjustments were 2.64% and 3.12%, respectively, and yields on total

interest-earning assets before tax-equivalent adjustments were 3.89% and

4.38%, respectively. Interest rate spread before tax-equivalent adjustments

for the three months ended September 30, 2020 and 2019 was 2.86% and 2.48%,

respectively, while net interest margin before tax-equivalent adjustments for


    the three months ended September 30, 2020 and 2019 was 3.08% and 2.82%,
    respectively.


                                       33

--------------------------------------------------------------------------------

(2) Loans on non-accrual status are included in average balances.

(3) Includes FHLB stock and associated dividends.

(4) Interest rate spread represents the difference between the tax-equivalent

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.




(6) Annualized.




                                                                   Nine Months Ended September 30,
                                                       2020                                                 2019
                                 Average                              Yield             Average                              Yield
                                 Balance        Interest (1)       Cost (1)(6)          Balance        Interest (1)       Cost (1)(6)
                                                                         (Dollars in thousands)
Assets:
Interest-earning assets:
Loans (2)                      $ 5,711,852     $      188,603              4.41   %   $ 5,782,319     $      193,902              4.48   %
Securities and certificates of
deposits                            29,201                676              3.09            35,679                873              3.27
Other interest-earning assets
(3)                                495,054              2,753              0.74           326,166              6,656              2.73
Total interest-earning assets    6,236,107            192,032              4.11         6,144,164            201,431              4.38
Noninterest-earning assets         159,039                                                133,279
Total assets                   $ 6,395,146                                            $ 6,277,443
Liabilities and stockholders'
equity:
Interest-bearing liabilities:
Interest-bearing demand
deposits                       $ 1,289,479              8,736              0.90       $ 1,200,110             15,782              1.76
Money market deposits              728,024              4,551              0.84           685,892              6,587              1.28
Regular savings and other
deposits                           860,593              4,493              0.70           915,173             10,962              1.60
Certificates of deposit          1,356,139             18,326              1.81         1,662,818             26,651              2.14
Total interest-bearing
deposits                         4,234,235             36,106              1.14         4,463,993             59,982              1.80
Borrowings                         738,058             12,390              2.24           579,335             10,006              2.31
Total interest-bearing
liabilities                      4,972,293             48,496              1.30         5,043,328             69,988              1.86
Noninterest-bearing demand
deposits                           630,072                                                498,037
Other noninterest-bearing
liabilities                         56,420                                                 42,493
Total liabilities                5,658,785                                              5,583,858
Total stockholders' equity         736,361                                                693,585
Total liabilities and
stockholders' equity           $ 6,395,146                                            $ 6,277,443
Net interest-earning assets    $ 1,263,814                                            $ 1,100,836
Fully tax-equivalent net
interest income                                       143,536                                                131,443
Less: tax-equivalent
adjustments                                            (2,258 )                                               (2,159 )
Net interest income                            $      141,278                                         $      129,284
Interest rate spread (1)(4)                                                2.81   %                                               2.52   %
Net interest margin (1)(5)                                                 3.07   %                                               2.86   %
Average interest-earning
assets to average
  interest-bearing liabilities                         125.42   %                                             121.83   %
Supplemental Information:
Total deposits, including
noninterest-bearing
  demand deposits              $ 4,864,307     $       36,106              0.99   %   $ 4,962,030     $       59,982              1.62   %
Total deposits and borrowings,
including
  noninterest-bearing demand
deposits                       $ 5,602,365     $       48,496              1.16   %   $ 5,541,365     $       69,988              1.69   %





(1) Income on debt securities, equity securities and revenue bonds included in

commercial real estate loans, as well as resulting yields, interest rate

spread and net interest margin, are presented on a tax-equivalent basis. The

tax-equivalent adjustments are deducted from tax-equivalent net interest

income to agree to amounts reported in the consolidated statements of net

income. For the nine months ended September 30, 2020 and 2019, yields on

loans before tax-equivalent adjustments were 4.36% and 4.43%, respectively,

yields on securities and certificates of deposit before tax-equivalent

adjustments were 2.84% and 3.05%, respectively, and yields on total

interest-earning assets before tax-equivalent adjustments were 4.06% and

4.34%, respectively. Interest rate spread before tax-equivalent adjustments

for the nine months ended September 30, 2020 and 2019 was 2.76% and 2.48%,

respectively, while net interest margin before tax-equivalent adjustments for


    the nine months ended September 30, 2020 and 2019 was 3.03% and 2.81%,
    respectively.


                                       34

--------------------------------------------------------------------------------

(2) Loans on non-accrual status are included in average balances.

(3) Includes FHLB stock and associated dividends.

(4) Interest rate spread represents the difference between the tax-equivalent

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.

(6) Annualized.




Rate/Volume Analysis. The following table sets forth the effects of changing
rates and volumes on our fully tax-equivalent net interest income. The rate
column shows the effects attributable to changes in rate (changes in rate
multiplied by prior volume). The volume column shows the effects attributable to
changes in volume (changes in volume multiplied by prior rate). The net column
represents the sum of the prior columns. For purposes of this table, changes
attributable to changes in both rate and volume that cannot be segregated have
been allocated proportionally based on the changes due to rate and the changes
due to volume.



                                   Three Months Ended September 30,              Nine Months Ended September 30,
                                         2020 Compared to 2019                        2020 Compared to 2019
                                      Increase (Decrease) Due to                    Increase (Decrease) Due to
                                 Volume            Rate           Net          Volume           Rate           Net
                                                                   (In thousands)
Interest income:
Loans                          $    (1,963 )     $  (3,192 )   $  (5,155 )   $   (2,272 )     $  (3,027 )   $  (5,299 )
Securities and certificates of
deposit                                (39 )           (31 )         (70 )         (151 )           (46 )        (197 )

Other interest-earning assets 993 (2,635 ) (1,642 )


      2,409          (6,312 )      (3,903 )
Total                               (1,009 )        (5,858 )      (6,867 )          (14 )        (9,385 )      (9,399 )
Interest expense:
Deposits                            (1,576 )        (9,856 )     (11,432 )       (3,620 )       (20,256 )     (23,876 )
Borrowings                           1,009          (1,088 )         (79 )        2,680            (296 )       2,384
Total                                 (567 )       (10,944 )     (11,511 )         (940 )       (20,552 )     (21,492 )
Change in fully tax-equivalent
net interest
  income                       $      (442 )     $   5,086     $   4,644     $      926       $  11,167     $  12,093





The interest rate spread and net interest margin on a tax-equivalent basis were
2.91% and 3.13%, respectively, for the three months ended September 30, 2020
compared to 2.52% and 2.87%, respectively, for the three months ended September
30, 2019. For the nine months ended September 30, 2020, the interest rate spread
and net interest margin on a tax-equivalent basis were 2.81% and 3.07%,
respectively, compared to 2.52% and 2.86%, respectively, for the nine months
ended September 30, 2019. Net interest income increased 10.4% and 9.3% for the
three and nine months ended September 30, 2020, respectively, compared to the
respective prior periods and was primarily due to the substantial reduction in
the cost of funds.

The yield on interest-earning assets on a tax-equivalent basis decreased 48
basis points to 3.94% for the three months ended September 30, 2020, compared to
4.42% for the three months ended September 30, 2019, while the cost of funds
decreased 82 basis points to 0.90% from 1.72% for the three months ended
September 30, 2020 and 2019, respectively. The decrease in interest income was
primarily due to a decrease in yield on loans of 21 basis points to 4.33% on a
tax-equivalent basis, from 4.54%, and a 221 basis point decrease in yield on
other earning assets to 0.32%, from 2.53%, for the three months ended September
30, 2019. The decrease in interest expense on deposits was primarily due to the
decrease in the average total cost of deposits of 89 basis points to 0.72% for
the three months ended September 30, 2020 compared to 1.61% for the same period
in 2019. The decrease in interest expense on borrowings was primarily due to a
61 basis point decrease in the cost of average borrowings to 2.00% from 2.61%
for the three months ended September 30, 2019, partially offset by an increase
in average total borrowings of $177.2 million, or 28.3%, to $804.3 million for
the three months ended September 30, 2020 compared to the three months ended
September 30, 2019.

The yield on interest-earning assets on a tax-equivalent basis decreased 27
basis points to 4.11% for the nine months ended September 30, 2020, compared to
4.38% for the nine months ended September 30, 2019, while the cost of funds
decreased 53 basis points to 1.16% from 1.69% for the nine months ended
September 30, 2020 and 2019, respectively. The decrease in interest income was
primarily due to a decrease in the yield on other earning assets of 199 basis
points to 0.74%, from 2.73%, and a decrease in the yield on loans on a
tax-equivalent basis of seven basis points to 4.41%, from 4.48%, for the nine
months ended September 30, 2020 compared to the nine months ended September 30,
2019. The decrease in interest expense on deposits was primarily due to the
decrease in the average total cost of deposits of 63 basis points to 0.99% for
the nine months ended September 30, 2020 compared to 1.62% for the same period
in 2019. The increase in interest expense on borrowings was primarily due to an
increase in average borrowings of $158.7 million, or 27.4%, to $738.1 million,
partially offset by a decrease in the cost of average borrowings of seven basis
points to 2.24% for the nine months ended September 30, 2020 compared to 2.31%
for the nine months ended September 30, 2019.

                                       35

--------------------------------------------------------------------------------
Provision for Loan Losses. The provision for loan loss for the three months
ended September 30, 2020 was $7.2 million compared to a reversal of $3.0 million
for the three months ended September 30, 2019. For the nine months ended
September 30, 2020, the provision for loan loss was $17.5 million compared to a
reversal of $2.1 million for the nine months ended September 30, 2019. The
increases in the provision reflect the application of economic uncertainties and
market volatility caused by COVID-19 to the factors used to determine the
Company's provision. For further discussion of the changes in the provision and
allowance for loan losses, refer to "Comparison of Financial Condition at
September 30, 2020 and December 31, 2019 - Allowance for Loan Losses."

Non-Interest Income. Non-interest income information is as follows:





                               Three Months Ended                                        Nine Months Ended
                                 September 30,                    Change                   September 30,                    Change
                             2020              2019        Amount      Percent         2020              2019         Amount      Percent
                                                                         (Dollars in thousands)
Customer service fees     $    2,193         $   2,428     $  (235 )       (9.7 ) % $    6,238         $   6,813     $   (575 )       (8.4 ) %
Loan fees                        264               436        (172 )      (39.4 )          903               566          337         59.5
Mortgage banking gains,
net                              704                99         605        611.1          1,233               240          993        413.8
Gain on sale of asset              -                 -           -            -          4,195                 -        4,195            -
Gain (loss) gain on
marketable equity
  securities, net                122              (463 )       585        126.3         (2,197 )           1,086       (3,283 )     (302.3 )
Income from bank-owned
life
  insurance                      272               285         (13 )       (4.6 )          842               846           (4 )       (0.5 )
Other income                      17                64         (47 )      (73.4 )          185                80          105        131.3
Total non-interest income $    3,572         $   2,849     $   723         25.4   % $   11,399         $   9,631     $  1,768         18.4   %





The increase in non-interest income for the three months ended September 30,
2020 was due primarily to increases of $605,000 in mortgage banking gains, net,
and a $585,000 valuation increase on equity securities, net, partially offset by
decreases of $235,000 in customer service fees and $172,000 in loan fees. The
increase in non-interest income for the nine months ended September 30, 2020 was
due primarily to a $4.2 million gain on sale of asset, reflecting the sale of
the Bank's former operation center in South Boston, and an increase of $1.0
million in mortgage banking gains, net, partially offset by a $3.3 million
valuation decrease on marketable equity securities, net for the nine months
ended September 30, 2020, compared to the nine months ended September 30, 2019.
Refer to Note 4, Securities, in the Notes to the Unaudited Consolidated
Financial Statements within this report for more detail regarding our securities
portfolio.

Non-Interest Expense. Non-interest expense information is as follows:





                                    Three Months Ended                                        Nine Months Ended
                                       September 30,                   Change                   September 30,                  Change
                                   2020            2019         Amount       Percent        2020            2019         Amount      Percent
                                                  (Dollars in thousands)                                  (Dollars in thousands)

Salaries and employee benefits $ 13,426 $ 15,101 $ (1,675 )

    (11.1 ) % $  43,198       $  45,649     $ (2,451 )       (5.4 ) %
Occupancy and equipment              3,734           3,657           77           2.1        11,397          10,903          494          4.5
Data processing                      2,196           2,026          170           8.4         6,466           6,005          461          7.7
Marketing and advertising              554           1,019         (465 )       (45.6 )       2,814           3,480         (666 )      (19.1 )
Professional services                  688             680            8           1.2         2,380           2,324           56          2.4
Deposit insurance                      692              10          682       6,820.0         1,967           1,951           16          0.8
Other general and administrative     1,540           1,354          186          13.7         4,229           4,448         (219 )       (4.9 )
Total non-interest expenses      $  22,830       $  23,847     $ (1,017 )        (4.3 ) % $  72,451       $  74,760     $ (2,309 )       (3.1 ) %




The Company's successful efforts to limit overhead expenses during the COVID-19
shutdown led to decreases in salaries and employee benefits, marketing and
advertising expenses and other general and administrative. The increases in
occupancy and equipment expenses and data processing include costs associated
with the expansion of our branch network, including four new branches opened in
the past 12 months, three of which were opened in the third quarter of 2020.



Income Tax Provision. The Company recorded a provision for income taxes of
$5.7 million for the three months ended September 30, 2020, reflecting an
effective tax rate of 25.5%, compared to $6.5 million, or a 24.8% effective tax
rate, for the three months ended September 30, 2019. For the nine months ended
September 30, 2020, the provision for income taxes was $15.8 million, reflecting
an effective rate of 25.1%, compared to $16.3 million, or an effective rate of
24.6% for the nine months ended September 30, 2019.

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, sales, maturities and payments on investment securities and



                                       36

--------------------------------------------------------------------------------

borrowings from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.



We regularly adjust our investments in liquid assets based upon our assessment
of (1) expected loan demand, (2) expected deposit flows, (3) yields available on
interest-earning deposits and securities and (4) the objectives of our
asset/liability management policy.

Our most liquid assets are cash and due from banks. The level of this asset
depends on our operating, financing, lending and investing activities during any
given period. At September 30, 2020, cash and due from banks totaled
$702.1 million. In addition, at September 30, 2020, we had $684.8 million of
available borrowing capacity with the FHLB, including a $9.4 million line of
credit. On September 30, 2020, we had $680.6 million of FHLB advances
outstanding. We periodically pledge additional multi-family and commercial real
estate loans held in the Bank's portfolio as qualified collateral to increase
our borrowing capacity with the FHLB.

Our primary investing activities are the origination of loans and the purchase
and sale of securities. Our primary financing activities consist of activity in
deposit accounts and FHLB advances. Deposit flows are affected by the overall
level of interest rates, the interest rates and products offered by us and our
local competitors and other factors. We generally manage the pricing of our
deposits to be competitive. Occasionally, we offer promotional rates on certain
deposit products to attract deposits.

A significant use of our liquidity is the funding of loan originations. At
September 30, 2020 and December 31, 2019, we had total loan commitments
outstanding of $1.197 billion and $1.289 billion, respectively. Historically,
many of the commitments expire without being fully drawn; therefore, the total
amount of commitments does not necessarily represent future cash requirements.
Refer to Note 8, Commitments and Contingencies and Derivatives, in Notes to the
Unaudited Consolidated Financial Statements within this report for more detail
regarding our outstanding commitments.

Another significant use of our liquidity is the funding of deposit withdrawals.
Certificates of deposit due within one year of September 30, 2020 totaled $862.9
million, or 69.0% of total certificates of deposit. If these maturing deposits
do not remain with us, we will be required to utilize other sources of funds.
Historically, a significant portion of certificates of deposit that mature have
remained with us. We have the ability to attract and retain deposits by
adjusting the interest rates offered and accepting brokered certificates of
deposit when it is deemed cost effective.

Meridian Bancorp, Inc. is a separate legal entity from East Boston Savings Bank,
and it must provide for its own liquidity to pay dividends and repurchase its
common stock and for other corporate purposes. Meridian Bancorp, Inc.'s primary
source of liquidity is the remaining proceeds from the 2014 second-step
offering, which may be augmented by dividend payments received from East Boston
Savings Bank. The ability of East Boston Savings Bank to pay dividends is
subject to regulatory requirements. At September 30, 2020, Meridian Bancorp,
Inc. (on an unconsolidated basis) had cash and cash equivalents and equity
securities totaling $15.6 million, reflecting an $18.0 million dividend received
from the Bank during the second quarter of 2020.

                                       37

--------------------------------------------------------------------------------
Capital Management. Both the Company and the Bank are subject to various
regulatory capital requirements administered by the Federal Reserve Board and
the Federal Deposit Insurance Corporation, respectively, including a risk-based
capital measure. The risk-based capital guidelines include both a definition of
capital and a framework for calculating risk-weighted assets by assigning
balance sheet assets and off-balance sheet items to broad risk categories. At
September 30, 2020, both the Company and the Bank exceeded all of their
respective regulatory capital requirements. The Bank is considered "well
capitalized" under regulatory guidelines.

Federal banking regulations include minimum capital requirements as set forth in
the following table. Additionally, community banking institutions must maintain
a capital conservation buffer of Total, Tier 1 and common equity Tier 1 capital
in an amount greater than 2.5% of total to risk-weighted assets to avoid being
subject to limitations on capital distributions, including dividend payments and
stock repurchases, and discretionary bonuses.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection
Act, the federal banking agencies were required to develop a "Community Bank
Leverage Ratio" ("CBLR") (the ratio of a bank's tangible equity capital to
average total consolidated assets) for financial institutions with assets of
less than $10 billion. A "qualifying community bank" that exceeds this ratio
will be deemed to be in compliance with all other capital and leverage
requirements, including the capital requirements to be considered "well
capitalized" under Prompt Corrective Action statutes. The federal banking
agencies may consider a financial institution's risk profile when evaluating
whether it qualifies as a community bank for purposes of the capital ratio
requirement. The federal banking agencies have set 9% as the minimum capital for
the Community CBLR, effective March 31, 2020. On April 6, 2020, the federal
banking agencies issued two interim final rules related to Section 4012 of the
CARES Act, which requires the agencies to lower the CBLR requirement to 8%. The
second rule provides a transition from the temporary 8% requirement back to the
9%. The CBLR requirement will transition from greater than 8% from the second
quarter through the fourth quarter of 2020, to greater than 8.5% during calendar
year 2021, to a requirement of greater than 9% in 2022. The Company and the Bank
elected to be subject to the CBLR at March 31, 2020.

The Company may use capital management tools such as cash dividends and common
share repurchases. We are subject to the Federal Reserve Board's notice
provisions for stock repurchases. The Company did not repurchase any of its
common stock during the three months ended September 30, 2020. During the nine
months ended September 30, 2020 the Company repurchased one million shares of
its common stock at a total cost of $17.7 million. As of September 30, 2020, the
Company had repurchased 4,698,165 shares of its stock at an average price of
$15.66 per share since August of 2015. During the nine months ended September
30, 2020 the Company's Board of Directors declared three quarterly cash
dividends of $0.08 per common share on February 27, 2020, May 28, 2020 and
August 27, 2020. The dividend declared on August 27, 2020 was paid on October 1,
2020 to stockholders of record at the close of business on September 17, 2020.

The Company's and the Bank's actual capital amounts and ratios follow:





                                                                Minimum                       Minimum to be Well
                                                                Capital                    Capitalized Under Prompt
                                   Actual                     Requirement                Corrective Action Provisions
                            Amount        Ratio          Amount         Ratio              Amount                Ratio
                                                                 (Dollars in thousands)
September 30, 2020
Community Bank Leverage
Ratio:
Company                    $ 726,026         11.3   %         N/A           N/A       $         515,670               8.0   %
Bank                         694,496         10.8             N/A           N/A                 515,699               8.0

December 31, 2019
Total Capital (to Risk
Weighted Assets):
Company                    $ 754,555         12.6   %   $ 478,497           8.0   %                 N/A               N/A
Bank                         711,405         11.9         478,302           8.0       $         597,877              10.0   %
Tier 1 Capital (to Risk
Weighted Assets):
Company                      704,233         11.8         358,873           6.0                     N/A               N/A
Bank                         661,083         11.1         358,726           6.0                 478,302               8.0
Common Equity Tier 1
Capital (to Risk
  Weighted Assets):
Company                      704,233         11.8         269,155           4.5                     N/A               N/A
Bank                         661,083         11.1         269,045           4.5                 388,620               6.5
Tier 1 Capital (to Average
Assets):
Company                      704,233         11.1         252,862           4.0                     N/A               N/A
Bank                         661,083         10.5         252,623           4.0                 315,779               5.0


                                       38

--------------------------------------------------------------------------------


A reconciliation of the Company's and Bank's stockholders' equity to regulatory
capital follows:





                                              September 30,                     December 31,
                                                   2020                             2019
                                        Consolidated        Bank         Consolidated        Bank
                                                              (In thousands)
Total stockholders' equity per
financial statements                   $      748,264     $ 716,734     $      726,587     $ 683,437
Adjustments to Tier 1 and Common
Equity Tier 1

capital:


Accumulated other comprehensive loss
(income)                                          (91 )         (91 )              147           147
Goodwill disallowed                           (20,378 )     (20,378 )          (20,378 )     (20,378 )
Core deposit intangible                        (1,769 )      (1,769 )           (2,123 )      (2,123 )
Total Tier 1 and Common Equity Tier 1
capital                                       726,026       694,496            704,233       661,083
Adjustments to total capital:
Allowance for loan losses                      67,639        67,639             50,322        50,322
Total regulatory capital               $      793,665     $ 762,135     $      754,555     $ 711,405




Off-Balance Sheet Arrangements. In the normal course of operations, we engage in
a variety of financial transactions that, in accordance with generally accepted
accounting principles in the United States of America, are not recorded in our
financial statements. These transactions involve, to varying degrees, elements
of credit, interest rate and liquidity risk. Such transactions are used
primarily to manage customers' requests for funding and take the form of loan
commitments and lines of credit.

For the nine months ended September 30, 2020, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.


                                       39

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses