CAMDEN NATIONAL CORP - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-28190

CAMDEN NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)



MAINE	01-0413282
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2 ELM STREET, CAMDEN, ME	04843
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (207) 236-8821

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	CAC	The NASDAQ Stock Market LLC

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ¨	Accelerated filer x
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 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 x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:

Outstanding at July 31, 2019: Common stock (no par value) 15,409,281 shares.

CAMDEN NATIONAL CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2019

TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT



		PAGE
PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Consolidated Statements of Condition (unaudited) - June 30, 2019 and December 31, 2018	3

	Consolidated Statements of Income (unaudited) - Three and Six Months Ended June 30, 2019 and 2018	4

	Consolidated Statements of Comprehensive Income (unaudited) - Three and Six Months Ended June 30, 2019 and 2018	5

	Consolidated Statements of Changes in Shareholders’ Equity (unaudited) - Three and Six Months Ended June 30, 2019 and 2018	6

	Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 30, 2019 and 2018	7

	Notes to the Unaudited Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	64

ITEM 4.	CONTROLS AND PROCEDURES	65

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	66

ITEM 1A.	RISK FACTORS	66

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	66

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	66

ITEM 4.	MINE SAFETY DISCLOSURES	66

ITEM 5.	OTHER INFORMATION	66

ITEM 6.	EXHIBITS	66

SIGNATURES		67

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CONDITION (unaudited)

(In thousands, except number of shares)	June 30, 2019			December 31, 2018
ASSETS
Cash and due from banks	$	48,153		$	52,240
Interest-bearing deposits in other banks (including restricted cash)	38,083			14,759
Total cash, cash equivalents and restricted cash	86,236			66,999
Investments:
Available-for-sale securities, at fair value (book value of $915,099 and $933,399, respectively)	920,083			910,692
Held-to-maturity securities, at amortized cost (fair value of $1,335 and $1,291, respectively)	1,304			1,307
Other investments	11,713			14,679
Total investments	933,100			926,678
Loans held for sale, at fair value (book value of $13,088 and $4,314, respectively)	13,113			4,403
Loans	3,100,324			3,026,222
Less: allowance for loan losses	(26,163		)	(24,712		)
Net loans	3,074,161			3,001,510
Goodwill	94,697			94,697
Other intangible assets	3,877			4,230
Bank-owned life insurance	91,116			89,919
Premises and equipment, net	41,402			42,495
Deferred tax assets	16,836			23,053
Other assets	92,500			43,451
Total assets	$	4,447,038		$	4,297,435
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Non-interest checking	$	505,355		$	496,729
Interest checking	1,111,424			1,023,373
Savings and money market	1,074,094			1,137,356
Certificates of deposit	547,786			443,912
Brokered deposits	352,951			363,104
Total deposits	3,591,610			3,464,474
Short-term borrowings	241,647			270,868
Long-term borrowings	10,000			11,580
Subordinated debentures	58,991			59,067
Accrued interest and other liabilities	77,031			55,621
Total liabilities	3,979,279			3,861,610
Commitments and Contingencies
Shareholders’ Equity
Common stock, no par value: authorized 40,000,000 shares, issued and outstanding 15,457,480 and 15,591,914 on June 30, 2019 and December 31, 2018, respectively	151,801			158,215
Retained earnings	320,421			302,030
Accumulated other comprehensive loss:
Net unrealized gains (losses) on available-for-sale debt securities, net of tax	3,912			(17,826		)
Net unrealized losses on cash flow hedging derivative instruments, net of tax	(6,314		)	(4,437		)
Net unrecognized losses on postretirement plans, net of tax	(2,061		)	(2,157		)
Total accumulated other comprehensive loss	(4,463		)	(24,420		)
Total shareholders’ equity	467,759			435,825
Total liabilities and shareholders’ equity	$	4,447,038		$	4,297,435

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except number of shares and per share data)	2019		2018		2019		2018
Interest Income
Interest and fees on loans	$	36,092	$	31,367	$	71,813	$	61,201
Taxable interest on investments	4,941		4,386		9,935		8,611
Nontaxable interest on investments	624		658		1,268		1,330
Dividend income	174		343		404		629
Other interest income	606		335		1,026		596
Total interest income	42,437		37,089		84,446		72,367
Interest Expense
Interest on deposits	9,156		4,459		17,579		8,208
Interest on borrowings	885		2,298		1,859		4,078
Interest on subordinated debentures	823		851		1,540		1,698
Total interest expense	10,864		7,608		20,978		13,984
Net interest income	31,573		29,481		63,468		58,383
Provision for credit losses	1,173		983		1,917		486
Net interest income after provision for credit losses	30,400		28,498		61,551		57,897
Non-Interest Income
Debit card income	2,281		2,126		4,291		4,055
Service charges on deposit accounts	2,209		2,069		4,232		4,036
Mortgage banking income, net	1,742		1,609		2,994		3,000
Income from fiduciary services	1,545		1,407		2,937		2,690
Brokerage and insurance commissions	732		685		1,317		1,335
Bank-owned life insurance	603		609		1,197		1,217
Customer loan swap fees	285		180		810		267
Net gain on sale of securities	27		31		27		31
Other income	613		785		1,621		1,674
Total non-interest income	10,037		9,501		19,426		18,305
Non-Interest Expense
Salaries and employee benefits	13,461		12,728		26,439		25,290
Furniture, equipment and data processing	2,723		2,549		5,403		5,135
Net occupancy costs	1,639		1,625		3,553		3,498
Consulting and professional fees	974		1,116		1,787		1,920
Debit card expense	883		776		1,706		1,506
Regulatory assessments	437		501		909		1,000
Amortization of intangible assets	176		181		352		362
Other real estate owned and collection costs, net	409		251		102		326
Other expenses	3,256		3,168		6,490		6,162
Total non-interest expense	23,958		22,895		46,741		45,199
Income before income tax expense	16,479		15,104		34,236		31,003
Income tax expense	3,275		2,887		6,759		5,966
Net Income	$	13,204	$	12,217	$	27,477	$	25,037
Per Share Data
Basic earnings per share	$	0.85	$	0.78	$	1.76	$	1.60
Diluted earnings per share	$	0.85	$	0.78	$	1.76	$	1.60
Weighted average number of common shares outstanding	15,519,827		15,572,848		15,555,770		15,557,500
Diluted weighted average number of common shares outstanding	15,559,760		15,629,779		15,595,654		15,615,038
Cash dividends declared per share	$	0.30	$	0.30	$	0.60	$	0.55

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2019			2018			2019			2018
Net Income	$	13,204		$	12,217		$	27,477		$	25,037
Other comprehensive income (loss):
Net change in unrealized gains (losses) on available-for-sale securities:
Net change in unrealized gains (losses) on available-for-sale securities, net of tax of ($2,975), $847, ($5,960) and $3,971, respectively	10,860			(3,058		)	21,759			(14,460		)
Net reclassification adjustment for net gains included in net income, net of tax of $6, $7, $6 and $7, respectively⁽¹⁾	(21		)	(24		)	(21		)	(24		)
Net change in unrealized gains (losses) on available-for-sale securities, net of tax	10,839			(3,082		)	21,738			(14,484		)
Net change in unrealized losses on cash flow hedging derivatives:
Net change in unrealized losses on cash flow hedging derivatives, net of tax of $330, ($123), $583 and ($430), respectively	(1,203		)	414			(2,128		)	1,570
Net reclassification adjustment for effective portion of cash flow hedges, net of tax of ($44), ($44), ($69) and ($105), respectively⁽²⁾	157			159			251			382
Net change in unrealized losses on cash flow hedging derivatives, net of tax	(1,046		)	573			(1,877		)	1,952
Reclassification of amortization of net unrecognized actuarial loss and prior service cost, net of tax of ($13), ($32), ($26) and ($63), respectively⁽³⁾	48			116			96			232
Other comprehensive income (loss)	9,841			(2,393		)	19,957			(12,300		)
Comprehensive Income	$	23,045		$	9,824		$	47,434		$	12,737


(1)	Reclassified into the consolidated statements of income within net gain on sale of securities.


(2)	Reclassified into the consolidated statements of income within interest and fees on loans, interest on borrowings and subordinated debentures.


(3)	Reclassified into the consolidated statements of income within salaries and employee benefits and other expenses.

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)


	Three Months Ended
	Common Stock					Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
(In thousands, except number of shares and per share data)	Shares Outstanding		Amount			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at March 31, 2018	15,565,868		$	156,860		$	275,841		$	(29,654	)	$	403,047
Net income	—		—			12,217			—			12,217
Other comprehensive loss, net of tax	—		—			—			(2,393		)	(2,393		)
Stock-based compensation expense	—		580			—			—			580
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings	10,381		54			—			—			54
Cash dividends declared ($0.30 per share)	—		—			(4,686		)	—			(4,686		)
Balance at June 30, 2018	15,576,249		$	157,494		$	283,372		$	(32,047	)	$	408,819
Balance at March 31, 2019	15,560,565		$	156,152		$	311,870		$	(14,304	)	$	453,718
Net income	—		—			13,204			—			13,204
Other comprehensive income, net of tax	—		—			—			9,841			9,841
Stock-based compensation expense	—		477			—			—			477
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings	8,136		(26		)	—			—			(26		)
Common stock repurchased	(111,221	)	(4,802		)	—			—			(4,802		)
Cash dividends declared ($0.30 per share)	—		—			(4,653		)	—			(4,653		)
Balance at June 30, 2019	15,457,480		$	151,801		$	320,421		$	(4,463	)	$	467,759



	Six Months Ended
	Common Stock					Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
(In thousands, except number of shares and per share data)	Shares Outstanding		Amount			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at December 31, 2017	15,524,704		$	156,904		$	266,723		$	(20,214	)	$	403,413
Cumulative-effect adjustment — ASU 2016-01⁽¹⁾	—		—			198			(198		)	—
Cumulative-effect adjustment — ASU 2017-12⁽²⁾	—		—			—			665			665
Net income	—		—			25,037			—			25,037
Other comprehensive loss, net of tax⁽¹⁾	—		—			—			(12,300		)	(12,300		)
Stock-based compensation expense	—		1,011			—			—			1,011
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings	51,545		(421		)	—			—			(421		)
Cash dividends declared ($0.55 per share)	—		—			(8,586		)	—			(8,586		)
Balance at June 30, 2018	15,576,249		$	157,494		$	283,372		$	(32,047	)	$	408,819
Balance at December 31, 2018	15,591,914		$	158,215		$	302,030		$	(24,420	)	$	435,825
Cumulative-effect adjustment — ASU 2016-02⁽³⁾	—		—			254			—			254
Net income	—		—			27,477			—			27,477
Other comprehensive income, net of tax	—		—			—			19,957			19,957
Stock-based compensation expense	—		935			—			—			935
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings	32,344		(241		)	—			—			(241		)
Common stock repurchased	(166,778	)	(7,108		)	—			—			(7,108		)
Cash dividends declared ($0.60 per share)	—		—			(9,340		)	—			(9,340		)
Balance at June 30, 2019	15,457,480		$	151,801		$	320,421		$	(4,463	)	$	467,759


(1)	Effective January 1, 2018, the Company adopted ASU 2016-01, Income Statement - Financial Instruments. As a result of the adoption, the Company reclassified its unrealized gain on equity investments from accumulated other comprehensive loss to retained earnings.


(2)	Effective January 1, 2018, the Company adopted ASU 2017-12, Derivatives and Hedging. In conjunction with the adoption, the Company made the transition election to reclassify qualifying securities designated as held-to-maturity to available-for-sale.


(3)	Effective January 1, 2019, the Company adopted ASU 2016-02, Leases, on a modified-retrospective basis. Refer to Note 2 for further details.

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Six Months Ended June 30,
(In thousands)	2019			2018
Operating Activities
Net Income	$	27,477		$	25,037
Adjustments to reconcile net income to net cash (used by) provided by operating activities:
Originations of mortgage loans held for sale	(86,351		)	(101,749		)
Proceeds from the sale of mortgage loans	79,575			99,778
Gain on sale of mortgage loans, net of origination costs	(1,998		)	(2,550		)
Provision for credit losses	1,917			486
Depreciation and amortization expense	1,901			1,907
Investment securities amortization and accretion, net	1,371			1,559
Stock-based compensation expense	935			1,011
Amortization of intangible assets	352			362
Purchase accounting accretion, net	(817		)	(1,031		)
Increase in other assets	(24,895		)	(3,699		)
(Decrease) increase in other liabilities	(5,774		)	10,065
Net cash (used by) provided by operating activities	(6,307		)	31,176
Investing Activities
Proceeds from sales and maturities of available-for-sale securities	115,715			73,264
Purchase of available-for-sale securities	(98,755		)	(100,615		)
Proceeds from maturities of held-to-maturity securities	—			750
Net increase in loans	(74,556		)	(85,274		)
Purchase of Federal Home Loan Bank stock	(3,656		)	(8,450		)
Proceeds from sale of Federal Home Loan Bank stock	6,706			6,550
Purchase of premises and equipment	(1,896		)	(1,695		)
Proceeds from the sale of premises and equipment	—			749
Proceeds from other investments	—			205
Recoveries of previously charged-off loans	133			199
Proceeds from the sale of other real estate owned	554			—
Net cash used by investing activities	(55,755		)	(114,317		)
Financing Activities
Net increase in deposits	127,169			55,703
Net (repayments of) proceeds from borrowings less than 90 days	(29,221		)	49,830
Common stock repurchase	(6,997		)	—
Exercise of stock options and issuance of restricted stock, net of repurchase for tax withholdings	(241		)	(421		)
Cash dividends paid on common stock	(9,358		)	(7,796		)
Finance lease payments	(53		)	—
Net cash provided by financing activities	81,299			97,316
Net increase in cash, cash equivalents and restricted cash	19,237			14,175
Cash, cash equivalents, and restricted cash at beginning of period	66,999			102,971
Cash, cash equivalents and restricted cash at end of period	$	86,236		$	117,146
Supplemental information
Interest paid	$	20,214		$	13,707
Income taxes paid	5,351			5,176
Unsettled common stock repurchase	111			—

The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated statements of condition of Camden National Corporation (the "Company") as of June 30, 2019 and December 31, 2018, the consolidated statements of income for the three and six months ended June 30, 2019 and 2018, the consolidated statements of comprehensive income for the three and six months ended June 30, 2019 and 2018, the consolidated statements of changes in shareholders' equity for the three and six months ended June 30, 2019 and 2018, and the consolidated statements of cash flows for the six months ended June 30, 2019 and 2018. The consolidated financial statements include the accounts of the Company and Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company (which includes the consolidated accounts of Healthcare Professional Funding Corporation ("HPFC"), Property A, Inc. and Property P, Inc.). All intercompany accounts and transactions have been eliminated in consolidation. Assets held by the Bank in a fiduciary capacity, through Camden National Wealth Management, a division of the Bank, are not assets of the Company and, therefore, are not included in the consolidated statements of condition. The Company also owns 100% of the common stock of Camden Capital Trust A and Union Bankshares Capital Trust I; these entities are unconsolidated subsidiaries of the Company. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. Such reclassifications did not impact net income or shareholders' equity as previously reported. Net income reported for the three and six months ended June 30, 2019, is not necessarily indicative of the results that may be expected for the full year. The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

The acronyms, abbreviations and definitions identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The following is provided to aid the reader and provide a reference page when reviewing these sections of the Form 10-Q.



AFS:	Available-for-sale	GAAP:	Generally accepted accounting principles in the United States
ALCO:	Asset/Liability Committee	HPFC:	Healthcare Professional Funding Corporation, a wholly-owned subsidiary of Camden National Bank
ALL:	Allowance for loan losses	HTM:	Held-to-maturity
AOCI:	Accumulated other comprehensive income (loss)	IRS:	Internal Revenue Service
ASC:	Accounting Standards Codification	LIBOR:	London Interbank Offered Rate
ASU:	Accounting Standards Update	LTIP:	Long-Term Performance Share Plan
Bank:	Camden National Bank, a wholly-owned subsidiary of Camden National Corporation	Management ALCO:	Management Asset/Liability Committee
BOLI:	Bank-owned life insurance	MBS:	Mortgage-backed security
Board ALCO:	Board of Directors' Asset/Liability Committee	MSPP:	Management Stock Purchase Plan
CCTA:	Camden Capital Trust A, an unconsolidated entity formed by Camden National Corporation	N.M.:	Not meaningful
CDs:	Certificate of deposits	OCC:	Office of the Comptroller of the Currency
Company:	Camden National Corporation	OCI:	Other comprehensive income (loss)
CMO:	Collateralized mortgage obligation	OREO:	Other real estate owned
DCRP:	Defined Contribution Retirement Plan	OTTI:	Other-than-temporary impairment
EPS:	Earnings per share	SERP:	Supplemental executive retirement plans
FASB:	Financial Accounting Standards Board	Tax Act:	Tax Cuts and Jobs Act of 2017, enacted on December 22, 2017
FDIC:	Federal Deposit Insurance Corporation	TDR:	Troubled-debt restructured loan
FHLB:	Federal Home Loan Bank	UBCT:	Union Bankshares Capital Trust I, an unconsolidated entity formed by Union Bankshares Company that was subsequently acquired by Camden National Corporation
FHLBB:	Federal Home Loan Bank of Boston	U.S.:	United States of America
FRB:	Federal Reserve System Board of Governors	2003 Plan:	2003 Stock Option and Incentive Plan
FRBB:	Federal Reserve Bank of Boston	2012 Plan:	2012 Equity and Incentive Plan

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Adopted

The Company adopted the following accounting standards in 2019, and such standards have been accounted for and presented within the accompanying consolidated financial statements for the three and six months ended June 30, 2019 as follows:

ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"): In February 2016, the FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and liabilities (including operating leases) on the balance sheet and disclosing key information about leasing arrangements. Prior lease accounting did not require the inclusion of operating leases in the balance sheet.

Effective January 1, 2019, the Company adopted ASU 2016-02, using the following practical expedients for transitional relief provided for within the subsequent issuance of ASU No. 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11"):


•	An entity need not reassess whether any expired or existing contract is or contains leases.


•	An entity need not reassess the lease classification for any expired or existing leases.


•	An entity need not reassess initial direct costs for any existing leases.


•	An entity may elect to apply hindsight to leases that existed during the period from the beginning of the earliest period presented in the financial statements until the effective date.


•	A modified retrospective transition method, which allows companies to apply ASU 2016-02 at the date of adoption and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In conjunction with the adoption of Topic 842, the Company made the following accounting policy elections:


•	For leases with a term of 12 months or less, a right-of-use asset or lease liability will not be recognized on the consolidated statements of condition.


•	For non-real estate leased assets with individual undiscounted contractual cash flows of less than $500,000 over the reasonably certain term of the lease, a right-of-use asset or lease liability will not be recognized on the consolidated statements of condition as the lease is considered immaterial to the Company's financial statements.

The Company has completed its assessment and implementation process for ASU 2016-02 and recorded operating and finance lease right-of-use assets of $12.1 million and lease liabilities of $12.3 million on the consolidated statements of condition within other assets and other liabilities, respectively, on January 1, 2019. Because the modified-retrospective transition method was used, the Company did not revise prior period presentation on its consolidated statements of income. The adoption of the ASU did not have a material effect on the consolidated financial statements, which included a cumulative-effect adjustment of $254,000 to retained earnings on January 1, 2019. Refer to Note 5 for further details.

Accounting Standards Issued

The following are recently issued accounting pronouncements that have yet to be adopted by the Company:

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), updated by ASU No. 2018-19, Financial Instruments - Credit Losses (Topic 326): Codification Improvements to Topic 326 ("ASU 2018-19"), and ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"). In June 2016, the FASB issued ASU 2016-13 to require timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, for public companies. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within that fiscal year. The Company will adopt the guidance under a modified-retrospective approach, whereby a cumulative-effect adjustment will be made to retained earnings upon adoption. The Company will use a prospective transition approach for debt securities for which an OTTI had been recognized before the effective date, as applicable.

In May 2019, the FASB issued ASU 2019-05 to provide entities impacted by ASU 2016-13 with targeted transition relief upon adoption. ASU 2019-05 provided that for certain instruments within the scope of ASU 2016-13 the option to irrevocably elect the fair value option in accordance with Subtopic 825-10, Financial Instruments - Overall ("ASC 825"), applied on an instrument-by-instrument basis. The fair value option election does not apply to HTM debt securities. An entity that elects the fair value option is to apply the guidance in Subtopics 820-10, Fair Value Measurement - Overall, and ASC 825-10. The Company will not elect the fair value option upon adoption of ASU 2016-13.

While the Company continues to prepare for the adoption of ASU 2016-13 on January 1, 2020, it recognizes that changes to the consolidated financial statements upon adoption are imminent as the ASU requires:


•	A change in the Company's assessment of its ALL and allowance on unused commitments as it will transition from an incurred loss model to an expected loss model, which may result in an increase in the ALL upon adoption and may negatively impact the Company and Bank's regulatory capital ratios.


•	An allowance on the expected losses over the life of the Company's HTM investment securities to be recorded upon adoption, which may reduce the carrying value of these securities.

•

Changes to the considerations when assessing AFS debt securities for OTTI, including (i) no longer considering the amount of time a security has been in an unrealized loss position and (ii) no longer considering the historical and implied volatility of a security and recoveries or declines in the fair value after the balance sheet date, as well as the presentation of OTTI as an allowance rather than a permanent write-down of the debt security.


•	Changes to the disclosure requirements to reflect the transition from an incurred loss methodology to an expected credit loss methodology, as well as certain disclosures of credit quality indicators in relation to the amortized cost of financing receivables disaggregated by year of origination (or vintage).

In 2015, the Company began its preparation for ASU 2016-13, understanding the significance of the standard and its potential impact to its consolidated financial statements and the financial industry. While the Company continues to review, validate and refine its loss methodologies in accordance with ASU 2016-13, it has completed certain critical tasks and components as it prepares for adoption on January 1, 2020, such as the assessment and validation of critical data points. At this time, the Company does not have an estimated financial impact of adoption to its consolidated financial statements, but anticipates it will have an estimate of the financial impact in the fourth quarter of 2019. Any disclosure of an estimated financial impact made by the Company will be subject to various factors that may cause actual results to differ materially from the Company's estimates. These factors include, but are not limited to, (i) the economic outlook over the reasonable and supportable forecast period; (ii) changes in the make-up of the Company’s loan portfolio; and/or (iii) changes in the credit quality of individual loans or pools of loans within its portfolio upon adoption.

The Company continues to monitor and assess exposure drafts produced by the FASB pertaining to ASU 2016-13.

ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"): In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 was issued to reduce the cost and complexity of the goodwill impairment test. To simplify the subsequent measurement of goodwill, step two of the goodwill impairment test was eliminated. Instead, in accordance with ASU 2017-04, a Company will recognize an impairment of goodwill should the carrying value of a reporting unit exceed its fair value (i.e. step one). ASU 2017-04 will be effective for the Company on January 1, 2020 and will be applied prospectively. The Company does not expect the ASU to have a material impact on the consolidated financial statements upon adoption.

The Company continues to monitor and assess exposure drafts produced by the FASB pertaining to this topic.

NOTE 3 – INVESTMENTS

AFS and HTM Investments

The following table summarizes the amortized cost and estimated fair values of AFS and HTM investments, as of the dates indicated:



(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
June 30, 2019
AFS Investments (carried at fair value):
Obligations of states and political subdivisions	$	87,223	$	1,932	$	(26	)	$	89,129
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	455,330		3,250		(2,203		)	456,377
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	351,149		3,940		(3,018		)	352,071
Subordinated corporate bonds	21,397		1,109		—			22,506
Total AFS investments	$	915,099	$	10,231	$	(5,247	)	$	920,083
HTM Investments (carried at amortized cost):
Obligations of states and political subdivisions	$	1,304	$	31	$	—		$	1,335
Total HTM investments	$	1,304	$	31	$	—		$	1,335
December 31, 2018
AFS Investments (carried at fair value):
Obligations of states and political subdivisions	$	94,430	$	216	$	(894	)	$	93,752
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	466,613		583		(13,524		)	453,672
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	351,958		1,007		(10,071		)	342,894
Subordinated corporate bonds	20,398		23		(47		)	20,374
Total AFS investments	$	933,399	$	1,829	$	(24,536	)	$	910,692
HTM Investments (carried at amortized cost):
Obligations of states and political subdivisions	$	1,307	$	8	$	(24	)	$	1,291
Total HTM investments	$	1,307	$	8	$	(24	)	$	1,291

Net unrealized gains on AFS investments reported within AOCI at June 30, 2019, were $3.9 million, net of a deferred tax liability of $1.1 million. Net unrealized losses on AFS investments reported within AOCI at December 31, 2018, were $17.8 million, net of a deferred tax benefit of $4.9 million.

For the six months ended June 30, 2019 and 2018, the Company purchased debt investments of $98.8 million and $100.6 million, respectively, all of which were designated as AFS investments.

Impaired AFS and HTM Investments:

Management periodically reviews the Company’s AFS and HTM investments to determine the cause, magnitude and duration of declines in the fair value of each security. Thorough evaluations of the causes of the unrealized losses are performed to determine whether the impairment is temporary or other-than-temporary in nature. Considerations such as the ability of the securities to meet cash flow requirements, levels of credit enhancements, risk of curtailment, and recoverability of invested amount over a reasonable period of time, and the length of time the security is in a loss position, for example, are applied in determining OTTI. Once a decline in value is determined to be other-than-temporary, the cost basis of the security is permanently reduced and a corresponding charge to earnings is recognized.

The following table presents the estimated fair values and gross unrealized losses on AFS and HTM investments that were in a continuous loss position at June 30, 2019 and December 31, 2018, by length of time that an individual security in each category has been in a continuous loss position:



	Less Than 12 Months					12 Months or More					Total
(In thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
June 30, 2019
AFS Investments:
Obligations of states and political subdivisions	$	—	$	—		$	4,051	$	(26	)	$	4,051	$	(26	)
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	—		—			246,463		(2,203		)	246,463		(2,203		)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	—		—			136,876		(3,018		)	136,876		(3,018		)
Total AFS investments	$	—	$	—		$	387,390	$	(5,247	)	$	387,390	$	(5,247	)
December 31, 2018
AFS Investments:
Obligations of states and political subdivisions	$	36,218	$	(281	)	$	28,437	$	(613	)	$	64,655	$	(894	)
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	46,459		(252		)	364,430		(13,272		)	410,889		(13,524		)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	5,956		(40		)	227,461		(10,031		)	233,417		(10,071		)
Subordinated corporate bonds	11,378		(26		)	966		(21		)	12,344		(47		)
Total AFS investments	$	100,011	$	(599	)	$	621,294	$	(23,937	)	$	721,305	$	(24,536	)
HTM Investments:
Obligations of states and political subdivisions	$	509	$	(5	)	$	411	$	(19	)	$	920	$	(24	)
Total HTM investments	$	509	$	(5	)	$	411	$	(19	)	$	920	$	(24	)

At June 30, 2019 and December 31, 2018, the Company held 125 and 302 total debt investments with a fair value of $387.4 million and $722.2 million that were in an unrealized loss position totaling $5.2 million and $24.6 million, respectively, that were considered temporary. Of these, MBS and CMOs with a fair value of $383.3 million and $591.9 million were in an unrealized loss position, and have been in an unrealized loss position for 12 months or more, totaling $5.2 million and $23.3 million at June 30, 2019 and December 31, 2018, respectively. The unrealized loss was reflective of current interest rates in excess of the yield received on debt investments and is not indicative of an overall change in credit quality or other factors. At June 30, 2019 and December 31, 2018, gross unrealized losses on the Company's AFS and HTM investments were 1% and 3%, respectively, of their respective fair values.

At June 30, 2019, the Company had the intent and ability to retain its debt investments in an unrealized loss position until the decline in value has recovered.

Sale of AFS Investments:

The following table details the Company's sales of AFS investments for the period indicated below:



	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2019			2018		2019			2018
Proceeds from sales of investments	$	45,826		$	9,898	$	45,826		$	9,898
Gross realized gains	371			31		371			31
Gross realized losses	(344		)	—		(344		)	—

For the three and six months ended June 30, 2019, the Company sold certain AFS investments with a total carrying value of $45.8 million and recorded a net gain of $27,000 within non-interest income in the consolidated statements of income. The Company had not previously recorded any OTTI on these securities sold.

For the three and six months ended June 30, 2018, the Company sold certain AFS investments with a total carrying value of $9.9 million and recorded a gain of $31,000 within non-interest income in the consolidated statements of income. The Company had not previously recorded any OTTI on these securities sold.

AFS and HTM Investments Pledged:

At June 30, 2019 and December 31, 2018, AFS and HTM investments with an amortized cost of $667.3 million and $734.1 million and estimated fair values of $670.5 million and $714.4 million, respectively, were pledged to secure FHLBB advances, public deposits, and securities sold under agreements to repurchase and for other purposes required or permitted by law.

Contractual Maturities:

The amortized cost and estimated fair values of the Company's AFS and HTM investments by contractual maturity at June 30, 2019, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



(In thousands)	Amortized Cost		Fair Value
AFS Investments
Due in one year or less	$	—	$	—
Due after one year through five years	69,611		69,758
Due after five years through ten years	231,573		234,217
Due after ten years	613,916		616,108
	$	915,100	$	920,083
HTM Investments
Due in one year or less	$	—	$	—
Due after one year through five years	—		—
Due after five years through ten years	1,304		1,335
Due after ten years	—		—
	$	1,304	$	1,335

Other Investments

The following table summarizes the cost and estimated fair values of the Company's investment in equity securities, FHLBB stock and FRBB stock as presented within other investments on the consolidated statements of condition, as of the dates indicated:



(In thousands)	Cost		Unrealized Gains		Unrealized Losses		Fair Value / Carrying Value
June 30, 2019
Equity securities - bank stock (carried at fair value)	$	544	$	286	$	—	$	830
FHLBB (carried at cost)	5,509		—		—		5,509
FRB (carried at cost)	5,374		—		—		5,374
Total other investments	$	11,427	$	286	$	—	$	11,713
December 31, 2018
Equity securities - bank stock (carried at fair value)	$	544	$	202	$	—	$	746
FHLBB (carried at cost)	8,559		—		—		8,559
FRB (carried at cost)	5,374		—		—		5,374
Total other investments	$	14,477	$	202	$	—	$	14,679

For the three months ended June 30, 2019 and 2018, the Company recognized an unrealized (loss) gain of ($159,000) and $11,000, respectively, due to the change in fair value of its bank stock equity securities, which was presented within other income on the consolidated statements of income. For the six months ended June 30, 2019 and 2018, the Company recognized an unrealized gain (loss) of $84,000 and ($24,000), respectively, due to the change in fair value of its bank stock equity securities, which was presented within other income on the consolidated statements of income. For the six months ended June 30, 2018, a gain of $195,000 was recognized within other income on the consolidated statements of income upon sale of an investment.

The Company did not record any OTTI on its FHLBB and FRB stock for the three or six months ended June 30, 2019 and 2018.

NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the Company’s loan portfolio, excluding residential loans held for sale, was as follows for the dates indicated:



(In thousands)	June 30, 2019		December 31, 2018
Residential real estate	$	1,035,792	$	992,866
Commercial real estate	1,260,639		1,269,533
Commercial	428,676		381,780
Home equity	323,536		327,763
Consumer	23,665		20,624
HPFC	28,016		33,656
Total loans	$	3,100,324	$	3,026,222

The loan balances for each portfolio segment presented above are net of their respective unamortized fair value mark discount on acquired loans and net of unamortized loan origination costs for the dates indicated:



(In thousands)	June 30, 2019			December 31, 2018
Net unamortized fair value mark discount on acquired loans	$	3,240		$	3,936
Net unamortized loan origination costs	(2,586		)	(1,865		)
Total	$	654		$	2,071

The Bank’s lending activities are primarily conducted in Maine, but also include loan production offices in Massachusetts and New Hampshire. The Company originates single- and multi-family residential loans, commercial real estate loans, business loans, municipal loans and a variety of consumer loans. In addition, the Company makes loans for the construction of residential homes, multi-family properties and commercial real estate properties. The ability and willingness of borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the geographic area and the general economy.

In the normal course of business, the Bank makes loans to certain officers, directors and their associated companies, under terms that are consistent with the Company's lending policies and regulatory requirements and that do not involve more than the normal risk of collectability or present other unfavorable features At June 30, 2019 and December 31, 2018, outstanding loans to certain officers, directors and their associated companies was less than 5% of the Company's shareholders' equity.

The HPFC loan portfolio consists of niche commercial lending to the small business medical field, including dentists, optometrists and veterinarians across the U.S. The ability and willingness of borrowers to honor their repayment commitments is generally dependent on the success of the borrower's business. In 2016, the Company closed HPFC's operations and is no longer originating HPFC loans.

The ALL is management’s best estimate of the inherent risk of loss in the Company’s loan portfolio as of the consolidated statement of condition date. Management makes various assumptions and judgments about the collectability of the loan portfolio and provides an allowance for potential losses based on a number of factors including historical losses. If those assumptions are incorrect, the ALL may not be sufficient to cover losses and may cause an increase in the allowance in the future. Among the factors that could affect the Company’s ability to collect loans and require an increase to the allowance in the future are: (i) financial condition of borrowers; (ii) real estate market changes; (iii) state, regional, and national economic conditions; and (iv) a requirement by federal and state regulators to increase the provision for loan losses or recognize additional charge-offs.

There were no significant changes in the Company's ALL methodology during the six months ended June 30, 2019.

The Board of Directors monitors credit risk through the Directors' Loan Review Committee, which reviews large credit exposures, monitors the external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, concentration levels, and the ALL methodology. Credit Risk Administration and the Credit Risk Policy Committee oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, maintain the integrity of the loan rating system, determine the adequacy of the ALL and support the oversight efforts of the Directors' Loan Review Committee and the Board of Directors. The Company's practice is to manage the portfolio proactively such that management can identify problem credits early, assess and implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions.

For purposes of determining the ALL, the Company disaggregates its loans into portfolio segments, which include residential real estate, commercial real estate, commercial, home equity, consumer and HPFC. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. These risk characteristics unique to each portfolio segment include the following:

Residential Real Estate. Residential real estate loans held in the Company's loan portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Collateral consists of mortgage liens on one- to four-family residential properties, including for investment purposes.

Commercial Real Estate. Commercial real estate loans consist of mortgage loans to finance investments in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational, health care facilities and other specific use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.

Commercial. Commercial loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate, if applicable. Commercial loans are primarily paid by the operating cash flow of the borrower. Commercial loans may be secured or unsecured.

Home Equity. Home equity loans and lines are made to qualified individuals for legitimate purposes secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines.

Consumer. Consumer loan products include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, auto loans, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines. Consumer loans may be secured or unsecured.

HPFC. Prior to the Company's closing of HPFC's operations in 2016, it provided commercial lending to dentists, optometrists and veterinarians, many of which were start-up companies. HPFC's loan portfolio consists of term loan obligations extended for the purpose of financing working capital and/or purchase of equipment. Collateral consists of pledges of business assets including, but not limited to, accounts receivable, inventory, and/or equipment. These loans are primarily paid by the operating cash flow of the borrower and the original terms range from seven to ten years.

The following presents the activity in the ALL and select loan information by portfolio segment for the periods indicated:



(In thousands)	Residential Real Estate			Commercial Real Estate			Commercial			Home Equity			Consumer			HPFC			Total
For The Three and Six Months Ended June 30, 2019
ALL for the three months ended:
Beginning balance	$	6,153		$	11,838		$	3,616		$	3,027		$	259		$	308		$	25,201
Loans charged off	(14		)	—			(217		)	(34		)	(6		)	—			(271		)
Recoveries	2			3			49			—			4			—			58
Provision (credit)⁽¹⁾	108			311			659			(1		)	126			(28		)	1,175
Ending balance	$	6,249		$	12,152		$	4,107		$	2,992		$	383		$	280		$	26,163
ALL for the six months ended:
Beginning balance	$	6,071		$	11,654		$	3,620		$	2,796		$	234		$	337		$	24,712
Loans charged off	(25		)	(65		)	(453		)	(44		)	(20		)	—			(607		)
Recoveries	4			7			111			—			11			—			133
Provision (credit)⁽¹⁾	199			556			829			240			158			(57		)	1,925
Ending balance	$	6,249		$	12,152		$	4,107		$	2,992		$	383		$	280		$	26,163
ALL balance attributable to loans:
Individually evaluated for impairment	$	524		$	27		$	322		$	310		$	—		$	—		$	1,183
Collectively evaluated for impairment	5,725			12,125			3,785			2,682			383			280			24,980
Total ending ALL	$	6,249		$	12,152		$	4,107		$	2,992		$	383		$	280		$	26,163
Loans:
Individually evaluated for impairment	$	4,472		$	409		$	675		$	887		$	—		$	—		$	6,443
Collectively evaluated for impairment	1,031,320			1,260,230			428,001			322,649			23,665			28,016			3,093,881
Total ending loans balance	$	1,035,792		$	1,260,639		$	428,676		$	323,536		$	23,665		$	28,016		$	3,100,324
For The Three and Six Months Ended June 30, 2018
ALL for the three months ended:
Beginning balance	$	5,497		$	10,286		$	4,126		$	2,427		$	230		$	424		$	22,990
Loans charged off	(85		)	(86		)	(127		)	(75		)	(16		)	—			(389		)
Recoveries	15			2			57			1			2			—			77
Provision (credit)⁽¹⁾	352			108			247			263			44			(24		)	990
Ending balance	$	5,779		$	10,310		$	4,303		$	2,616		$	260		$	400		$	23,668
ALL for the six months ended:
Beginning balance	$	5,086		$	11,863		$	4,171		$	2,367		$	233		$	451		$	24,171
Loans charged off	(116		)	(512		)	(298		)	(224		)	(42		)	—			(1,192		)
Recoveries	15			15			120			44			5			—			199
Provision⁽¹⁾	794			(1,056		)	310			429			64			(51		)	490
Ending balance	$	5,779		$	10,310		$	4,303		$	2,616		$	260		$	400		$	23,668
ALL balance attributable to loans:
Individually evaluated for impairment	$	585		$	23		$	—		$	226		$	—		$	—		$	834
Collectively evaluated for impairment	5,194			10,287			4,303			2,390			260			400			22,834
Total ending ALL	$	5,779		$	10,310		$	4,303		$	2,616		$	260		$	400		$	23,668
Loans:
Individually evaluated for impairment	$	5,400		$	5,093		$	1,611		$	487		$	—		$	—		$	12,591
Collectively evaluated for impairment	902,510			1,184,959			384,782			323,184			19,506			39,997			2,854,938
Total ending loans balance	$	907,910		$	1,190,052		$	386,393		$	323,671		$	19,506		$	39,997		$	2,867,529



(In thousands)	Residential Real Estate			Commercial Real Estate			Commercial			Home Equity			Consumer			HPFC			Total
For The Year Ended December 31, 2018
ALL:
Beginning balance	$	5,086		$	11,863		$	4,171		$	2,367		$	233		$	451		$	24,171
Loans charged off	(173		)	(512		)	(736		)	(476		)	(96		)	(255		)	(2,248		)
Recoveries	90			28			1,770			44			11			1			1,944
Provision (credit)⁽¹⁾	1,068			275			(1,585		)	861			86			140			845
Ending balance	$	6,071		$	11,654		$	3,620		$	2,796		$	234		$	337		$	24,712
ALL balance attributable to loans:
Individually evaluated for impairment	$	586		$	23		$	53		$	162		$	—		$	—		$	824
Collectively evaluated for impairment	5,485			11,631			3,567			2,634			234			337			23,888
Total ending ALL	$	6,071		$	11,654		$	3,620		$	2,796		$	234		$	337		$	24,712
Loans:
Individually evaluated for impairment	$	4,762		$	930		$	786		$	442		$	6		$	—		$	6,926
Collectively evaluated for impairment	988,104			1,268,603			380,994			327,321			20,618			33,656			3,019,296
Total ending loans balance	$	992,866		$	1,269,533		$	381,780		$	327,763		$	20,624		$	33,656		$	3,026,222

(1)

The provision (credit) for loan losses excludes any impact for the change in the reserve for unfunded commitments, which represents management's estimate of the amount required to reflect the probable inherent losses on outstanding letters of credit and unused lines of credit. The reserve for unfunded commitments is presented within accrued interest and other liabilities on the consolidated statements of condition. At June 30, 2019 and 2018, and December 31, 2018, the reserve for unfunded commitments was $14,000, $16,000 and $22,000, respectively.

The following reconciles the provision for loan losses to the provision for credit losses as presented on the consolidated statements of income for the periods indicated:



	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31, 2018
(In thousands)	2019			2018			2019			2018			Year Ended December 31, 2018
Provision for loan losses	$	1,175		$	990		$	1,925		$	490		$	845
Change in reserve for unfunded commitments	(2		)	(7		)	(8		)	(4		)	2
Provision for credit losses	$	1,173		$	983		$	1,917		$	486		$	847

The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To ensure that credit concentrations can be effectively identified, all commercial and commercial real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes. Shifts in portfolio concentrations are monitored by the Company's Credit Risk Administration. As of June 30, 2019, the Company's total exposure to the lessors of nonresidential buildings' industry was 12% of total loans and 31% of total commercial real estate loans. There were no other industry exposures exceeding 10% of the Company's total loan portfolio as of June 30, 2019.

To further identify loans with similar risk profiles, the Company categorizes each portfolio segment into classes by credit risk characteristic and applies a credit quality indicator to each portfolio segment. The indicators for commercial, commercial real estate, residential real estate, and HPFC loans are represented by Grades 1 through 10 as outlined below. In general, risk ratings are adjusted periodically throughout the year as updated analysis and review warrants. This process may include, but is not limited to, annual credit and loan reviews, periodic reviews of loan performance metrics, such as delinquency rates, and quarterly reviews of adversely risk rated loans. The Company uses the following definitions when assessing grades for the purpose of evaluating the risk and adequacy of the ALL:

•

Grade 1 through 6 — Grades 1 through 6 represent groups of loans that are not subject to adverse criticism as defined in regulatory guidance. Loans in these groups exhibit characteristics that represent low to moderate risks, which is measured using a variety of credit risk criteria, such as cash flow coverage, debt service coverage, balance sheet leverage, liquidity, management experience, industry position, prevailing economic conditions, support from secondary sources of repayment and other credit factors that may be relevant to a specific loan. In general, these loans are supported by properly margined collateral and guarantees of principal parties.

•

Grade 7 — Loans with potential weakness (Special Mention). Loans in this category are currently protected based on collateral and repayment capacity and do not constitute undesirable credit risk, but have potential weakness that may result in deterioration of the repayment process at some future date. This classification is used if a negative trend is evident in the obligor’s financial situation. Special mention loans do not sufficiently expose the Company to warrant adverse classification.


•	Grade 8 — Loans with definite weakness (Substandard). Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or by collateral pledged. Borrowers experience difficulty in meeting debt repayment requirements. Deterioration is sufficient to cause the Company to look to the sale of collateral.

•

Grade 9 — Loans with potential loss (Doubtful). Loans classified as doubtful have all the weaknesses inherent in the substandard grade with the added characteristic that the weaknesses make collection or liquidation of the loan in full highly questionable and improbable. The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.


•	Grade 10 — Loans with definite loss (Loss). Loans classified as loss are considered uncollectible. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the asset because recovery and collection time may be protracted.

Asset quality indicators are periodically reassessed to appropriately reflect the risk composition of the Company’s loan portfolio. Home equity and consumer loans are not individually risk rated, but rather analyzed as groups taking into account delinquency rates and other economic conditions which may affect the ability of borrowers to meet debt service requirements, including interest rates and energy costs. Performing loans include loans that are current and loans that are past due less than 90 days. Loans that are past due over 90 days and non-accrual loans, including TDRs, are considered non-performing.

The following summarizes credit risk exposure indicators by portfolio segment as of the following dates:



(In thousands)	Residential Real Estate		Commercial Real Estate		Commercial		Home Equity		Consumer		HPFC		Total
June 30, 2019
Pass (Grades 1-6)	$	1,026,460	$	1,229,524	$	423,281	$	—	$	—	$	26,758	$	2,706,023
Performing	—		—		—		320,866		23,284		—		344,150
Special Mention (Grade 7)	482		15,072		2,051		—		—		98		17,703
Substandard (Grade 8)	8,850		16,043		3,344		—		—		1,160		29,397
Non-performing	—		—		—		2,670		381		—		3,051
Total	$	1,035,792	$	1,260,639	$	428,676	$	323,536	$	23,665	$	28,016	$	3,100,324
December 31, 2018
Pass (Grades 1-6)	$	983,086	$	1,247,190	$	374,429	$	—	$	—	$	32,261	$	2,636,966
Performing	—		—		—		325,917		20,595		—		346,512
Special Mention (Grade 7)	887		7,921		3,688		—		—		123		12,619
Substandard (Grade 8)	8,893		14,422		3,663		—		—		1,272		28,250
Non-performing	—		—		—		1,846		29		—		1,875
Total	$	992,866	$	1,269,533	$	381,780	$	327,763	$	20,624	$	33,656	$	3,026,222

The Company closely monitors the performance of its loan portfolio. A loan is placed on non-accrual status when the financial condition of the borrower is deteriorating, payment in full of both principal and interest is not expected as scheduled or principal or interest has been in default for 90 days or more. Exceptions may be made if the asset is secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is reasonably assured. When one loan to a borrower is placed on non-accrual status, all other loans to the borrower are re-evaluated to determine if they should also be placed on non-accrual status. All previously accrued and unpaid interest is reversed at this time. A loan may return to accrual status when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period. Unsecured loans, however, are not normally placed on non-accrual status because they are charged-off once their collectability is in doubt.

The following is a loan aging analysis by portfolio segment (including loans past due over 90 days and non-accrual loans) and a summary of non-accrual loans, which include TDRs, and loans past due over 90 days and accruing as of the following dates:



(In thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans Outstanding		Loans > 90 Days Past Due and Accruing		Non-Accrual Loans
June 30, 2019
Residential real estate	$	1,530	$	1,396	$	4,301	$	7,227	$	1,028,565	$	1,035,792	$	—	$	5,566
Commercial real estate	2,194		2,126		423		4,743		1,255,896		1,260,639		—		1,590
Commercial	1,380		20		768		2,168		426,508		428,676		—		785
Home equity	777		153		2,277		3,207		320,329		323,536		—		2,672
Consumer	57		14		367		438		23,227		23,665		14		367
HPFC	—		171		381		552		27,464		28,016		—		465
Total	$	5,938	$	3,880	$	8,517	$	18,335	$	3,081,989	$	3,100,324	$	14	$	11,445
December 31, 2018
Residential real estate	$	3,300	$	2,046	$	4,520	$	9,866	$	983,000	$	992,866	$	—	$	5,492
Commercial real estate	1,794		369		1,108		3,271		1,266,262		1,269,533		—		1,380
Commercial	150		19		799		968		380,812		381,780		—		1,279
Home equity	907		607		1,476		2,990		324,773		327,763		—		1,846
Consumer	67		15		29		111		20,513		20,624		14		15
HPFC	—		183		423		606		33,050		33,656		—		518
Total	$	6,218	$	3,239	$	8,355	$	17,812	$	3,008,410	$	3,026,222	$	14	$	10,530

Interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms was $115,000 and $174,000 for the three months ended June 30, 2019 and 2018, respectively. For the six months

ended June 30, 2019 and 2018, the interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms was $224,000 and $336,000, respectively.

TDRs:

The Company takes a conservative approach with credit risk management and remains focused on community lending and reinvesting. The Company works closely with borrowers experiencing credit problems to assist in loan repayment or term modifications. TDRs consist of loans where the Company, for economic or legal reasons related to the borrower’s financial difficulties, granted a concession to the borrower that it would not otherwise consider. TDRs typically involve term modifications or a reduction of either interest or principal. Once such an obligation has been restructured, it will remain a TDR until paid in full, or until the loan is again restructured at current market rates and no concessions are granted.

The specific reserve allowance was determined by discounting the total expected future cash flows from the borrower at the original loan interest rate, or if the loan is currently collateral-dependent, using the net realizable value, which was obtained through independent appraisals and internal evaluations. The following is a summary of TDRs, by portfolio segment, and the associated specific reserve included within the ALL as of the periods indicated:



	Number of Contracts		Recorded Investment				Specific Reserve
(In thousands, except number of contracts)	June 30, 2019	December 31, 2018	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
Residential real estate	22	25	$	3,342	$	3,614	$	381	$	443
Commercial real estate	2	2	343		347		27		23
Commercial	2	2	133		141		—		—
Home equity	1	2	299		304		125		162
Total	27	31	$	4,117	$	4,406	$	533	$	628

At June 30, 2019, the Company had performing and non-performing TDRs with a recorded investment balance of $3.5 million and $606,000, respectively. At December 31, 2018, the Company had performing and non-performing TDRs with a recorded investment balance of $3.9 million and $513,000, respectively.

The following represents loan modifications that qualify as TDRs that occurred for the three and six months ended June 30, 2019 and 2018:



(In thousands, except number of contracts)	Number of Contracts		Pre-Modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment				Specific Reserve
(In thousands, except number of contracts)	2019	2018	2019		2018		2019		2018		2019		2018
For the three and six months ended
Residential real estate:
Interest rate and maturity concession	—	1	$	—	$	163	$	—	$	186	$	—	$	39
Total	—	1	$	—	$	163	$	—	$	186	$	—	$	39

For the three and six months ended June 30, 2019, no loans were modified as TDRs within the previous 12 months for which the borrower subsequently defaulted. For the three and six months ended June 30, 2018, one home equity loan with a recorded investment of $299,000 was modified as a TDR within the previous 12 months for which the borrower subsequently defaulted.

Impaired Loans:

Impaired loans consist of non-accrual loans and TDRs that are individually evaluated for impairment in accordance with the Company's policy. The following is a summary of impaired loan balances and the associated allowance by portfolio segment as of and for the periods indicated:



							For the Three Months Ended					For the Six Months Ended
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized			Average Recorded Investment		Interest Income Recognized
June 30, 2019:
With an allowance recorded:
Residential real estate	$	3,286	$	3,286	$	524	$	3,370	$	26		$	3,404	$	56
Commercial real estate	131		131		27		131		5			131		6
Commercial	461		461		322		230		—			339		—
Home equity	828		828		310		828		—			658		—
Consumer	—		—		—		—		—			—		—
HPFC	—		—		—		—		—			—		—
Ending balance	4,706		4,706		1,183		4,559		31			4,532		62
Without an allowance recorded:
Residential real estate	1,186		1,310		—		1,234		7			1,253		17
Commercial real estate	278		437		—		278		4			452		7
Commercial	214		278		—		219		2			222		4
Home equity	59		197		—		63		—			84		—
Consumer	—		—		—		—		—			2		—
HPFC	—		—		—		—		—			—		—
Ending balance	1,737		2,222		—		1,794		13			2,013		28
Total impaired loans	$	6,443	$	6,928	$	1,183	$	6,353	$	44		$	6,545	$	90
June 30, 2018:
With an allowance recorded:
Residential real estate	$	3,506	$	3,506	$	585	$	3,525	$	39		$	3,636	$	69
Commercial real estate	351		351		23		1,971		10			3,121		11
Commercial	—		—		—		—		—			—		—
Home equity	465		465		226		306		—			204		—
Consumer	—		—		—		—		—			—		—
HPFC	—		—		—		—		—			—		—
Ending Balance	4,322		4,322		834		5,802		49			6,961		80
Without an allowance recorded:
Residential real estate	1,894		2,200		—		1,704		7			1,574		14
Commercial real estate	4,742		5,080		—		2,556		(3		)	1,963		—
Commercial	1,611		2,785		—		1,663		2			1,705		4
Home equity	22		61		—		183		(2		)	265		—
Consumer	—		—		—		—		—			—		—
HPFC	—		—		—		—		—			—		—
Ending Balance	8,269		10,126		—		6,106		4			5,507		18
Total impaired loans	$	12,591	$	14,448	$	834	$	11,908	$	53		$	12,468	$	98



							For the Year Ended
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
December 31, 2018:
With an allowance recorded:
Residential real estate	$	3,471	$	3,471	$	586	$	3,591	$	127
Commercial real estate	131		131		23		1,969		11
Commercial	556		556		53		111		—
Home equity	318		318		162		250		—
Consumer	—		—		—		—		—
HPFC	—		—		—		—		—
Ending Balance	4,476		4,476		824		5,921		138
Without an allowance recorded:
Residential real estate	1,291		1,415		—		1,524		34
Commercial real estate	799		975		—		2,269		13
Commercial	230		293		—		1,379		8
Home equity	124		305		—		195		—
Consumer	6		13		—		1		—
HPFC	—		—		—		—		—
Ending Balance	2,450		3,001		—		5,368		55
Total impaired loans	$	6,926	$	7,477	$	824	$	11,289	$	193

Loan Sales:

For the three months ended June 30, 2019 and 2018, the Company sold $49.6 million and $52.0 million, respectively, of fixed rate residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $1.2 million and $1.3 million, respectively. For the six months ended June 30, 2019 and 2018, the Company sold $77.6 million and $97.2 million, respectively, of fixed rate residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $2.0 million and $2.6 million, respectively.

At June 30, 2019 and December 31, 2018, the Company had certain residential mortgage loans with a principal balance of $13.1 million and $4.3 million, respectively, designated as held for sale. The Company has elected the fair value option of accounting for its loans held for sale, and at June 30, 2019 and December 31, 2018, recorded an unrealized gain of $25,000 and $89,000, respectively. For the three months ended June 30, 2019 and 2018, the net change in unrealized gains on loans held for sale recorded within mortgage banking income, net, on its consolidated statements of income was ($60,000) and $23,000, respectively. For the six months ended June 30, 2019 and 2018, the net change in unrealized gains on loans held for sale recorded within mortgage banking income, net, on its consolidated statements of income was ($64,000) and $32,000, respectively.

The Company has forward delivery commitments with a secondary market investor on each of its loans held for sale at June 30, 2019 and December 31, 2018. Refer to Note 8 for further discussion of the Company's forward delivery commitments.

In-Process Foreclosure Proceedings:

At June 30, 2019 and December 31, 2018, the Company had $2.5 million and $2.3 million, respectively, of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process. The Company continues to be focused on working these consumer mortgage loans through the foreclosure process to resolution; however, the foreclosure process, typically, will take 18 to 24 months due to the State of Maine foreclosure laws.

FHLB Advances:

FHLB advances are those borrowings from the FHLBB greater than 90 days. FHLB advances are collateralized by a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one- to four-family properties, certain commercial real estate loans, certain pledged investment securities and other qualified assets. The carrying value of residential real estate and commercial loans pledged as collateral was $1.2 billion and $1.1 billion at June 30, 2019 and December 31, 2018, respectively.

Refer to Notes 3 and 7 of the consolidated financial statements for discussion of securities pledged as collateral.

NOTE 5 – LEASES

Effective January 1, 2019, the Company adopted the new lease accounting standard, ASU 2016-02, using the modified- retrospective method. As such, for reporting periods beginning on or after January 1, 2019, leases are recognized, presented and disclosed in accordance with ASU 2016-02, while periods prior to the adoption date were not adjusted and are reported in accordance with ASC 840, Leases ("ASC 840"). Refer to Note 2 for further details.

The Company enters into noncancellable lease arrangements primarily for its office buildings and branches. Certain lease arrangements contain clauses requiring increasing rental payments over the lease term, which may be linked to an index (commonly the Consumer Price Index) or contractually stipulated. Many of these lease arrangements provide the Company with the option to renew the lease arrangement after the initial lease term. These options are included in determining the lease term used to establish the right-of-use assets and lease liabilities, when it is reasonably certain the Company will exercise its renewal option. As most of the Company's leases do not have a readily determinable implicit rate, the incremental borrowing rate is primarily used to determine the discount rate for purposes of measuring the right-of-use assets and lease liabilities. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

In connection with an acquisition, the Company assumed a lease arrangement with two of its employees. The lease is for a period of five years with an expiration date of December 1, 2019 with two consecutive five-year extension periods available at the option of the Company. The lease arrangement contains certain termination clauses whereby the Company has the right to terminate the lease arrangement.

The following right-of-use assets and lease liabilities have been reported within other assets and other liabilities on the consolidated statements of condition for the period indicated:



		June 30, 2019
(In thousands)	Balance Sheet Line Item	Operating Leases		Finance Leases		Total
Right-of-use assets	Other Assets	$	13,120	$	1,557	$	14,677
Lease liabilities	Other Liabilities	13,150		1,719		14,869

In accordance with ASC 842, the components of lease expense for the periods indicated were as follows:



(In thousands)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Lease Cost:
Operating lease cost ⁽¹⁾	$	345	$	719
Finance lease cost:
Amortization of right-of-use assets	27		55
Interest on lease liabilities⁽²⁾	17		34
Total finance lease cost	44		89
Total Lease Cost	$	389	$	808


(1)	Includes immaterial short-term and variable lease costs, but excludes common area maintenance costs.


(2)	Includes immaterial variable lease costs.

In accordance with ASC 840, rent expense, excluding common area maintenance expense, for the three and six months ended June 30, 2018 was $328,000 and $672,000, respectively.

Supplemental cash flow information and non-cash activity related to leases was as follows for the period indicated:



(In thousands)	Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	673
Operating cash flows from finance leases	34
Financing cash flows from finance leases	53
Right-of-use assets obtained in exchange for lease obligations:
Operating leases⁽¹⁾	$	13,621
Finance leases⁽¹⁾	1,612


(1)	Reflects right-of-use assets recorded for the period indicated, including $10.5 million of operating leases and $1.6 million of finance leases recorded upon adoption of ASU 2016-02, as of January 1, 2019.

Supplemental balance sheet information related to leases was as follows for the period indicated:



	June 30, 2019
Weighted average remaining lease term (years):
Operating leases	16.2 years
Finance leases	22.6 years
Weighted average discount rate:
Operating leases	3.41	%
Finance leases	3.94	%

The following summarizes the remaining scheduled future minimum lease payments for operating and finance leases as of June 30, 2019:



(In thousands)	Operating Leases		Finance Leases
2019	$	715	$	88
2020	1,349		174
2021	1,272		174
2022	1,261		174
2023	1,222		174
Thereafter	11,437		2,095
Total minimum lease payments	17,256		2,879
Less: amount representing interest⁽¹⁾	4,106		1,160
Present value of net minimum lease payments⁽²⁾	$	13,150	$	1,719


(1)	Amount necessary to reduce net minimum lease payments to present value calculated at the Company's incremental borrowing rate.


(2)	Reflects the liability reported within other liabilities on the consolidated statements of condition.

As of June 30, 2019, the Company does not have any additional operating or finance leases that have not yet commenced.

The following summarizes expected future minimum lease payments, in accordance with ASC 840, as of December 31, 2018:



(In thousands)	Operating		Capital
2019	$	1,420	$	179
2020	941		179
2021	726		182
2022	539		184
2023	434		184
Thereafter	1,268		1,592
Total minimum lease payments	$	5,328	2,500
Less: amount representing interest⁽¹⁾			920
Present value of net minimum lease payments⁽²⁾			$	1,580


(1)	Amount necessary to reduce net minimum lease payments to present value calculated at the Company's incremental borrowing rate at lease inception.


(2)	Reflects the liability reported within long-term borrowings on the consolidated statements of condition at December 31, 2018.

NOTE 6 – BORROWINGS

The following summarizes the Company's short-term and long-term borrowed funds as presented on the consolidated statements of condition at:



(In thousands)	June 30, 2019		December 31, 2018
Short-Term Borrowings:
Customer repurchase agreements	$	241,647	$	245,868
FHLBB borrowings	—		25,000
Total short-term borrowings	$	241,647	$	270,868
Long-Term Borrowings:
FHLBB borrowings	$	10,000	$	10,000
Capital lease obligation⁽¹⁾	—		1,580
Total long-term borrowings	$	10,000	$	11,580


(1)	Upon adoption of ASU 2016-02, effective January 1, 2019, lease liabilities are presented within other liabilities on the consolidated statements of condition. Refer to Notes 2 and 5 for further information.

NOTE 7 – REPURCHASE AGREEMENTS

The Company can raise additional liquidity by entering into repurchase agreements at its discretion. In a security repurchase agreement transaction, the Company will generally sell a security, agreeing to repurchase either the same or a substantially identical security on a specified later date, at a greater price than the original sales price. The difference between the sale price and purchase price is the cost of the proceeds, which is recorded as interest expense on the consolidated statement of income. The securities underlying the agreements are delivered to counterparties as security for the repurchase obligations. Because the securities are treated as collateral and the agreement does not qualify for a full transfer of effective control, the transaction does not meet the criteria to be classified as a sale, and is therefore considered a secured borrowing transaction for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a repurchase agreement, the Company is subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, the Company either deals with established firms when entering into these transactions or with customers whose agreements stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by the Company's safekeeping agents.

The table below sets forth information regarding the Company’s repurchase agreements accounted for as secured borrowings and types of collateral for the periods indicated:



(In thousands)	June 30, 2019		December 31, 2018
Customer Repurchase Agreements⁽¹⁾⁽²⁾:
Obligations of states and political subdivisions	$	1,700	$	1,455
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	116,584		125,590
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	123,363		118,823
Total	$	241,647	$	245,868


(1)	Presented within short-term borrowings on the consolidated statements of condition.


(2)	All customer repurchase agreements mature continuously or overnight for the dates indicated.

Certain customers held CDs totaling $1.0 million and $923,000 at June 30, 2019 and December 31, 2018, respectively, that were collateralized by CMO and MBS securities that were overnight repurchase agreements.

Certain counterparties monitor collateral, and may request additional collateral to be posted from time to time.

NOTE 8 – COMMITMENTS, CONTINGENCIES AND DERIVATIVES

Legal Contingencies

In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions, and based on the information currently available, management believes that the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial statements.

Reserves are established for legal claims only when losses associated with the claims are judged to be probable and the loss can be reasonably estimated. In many lawsuits and arbitrations, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve will not be recognized until that time.

As of June 30, 2019 and December 31, 2018, the Company did not have any material loss contingencies for which accruals were provided for and/or that were required to be disclosed.

Financial Instruments

In the normal course of business, the Company is a party to both on- and off-balance sheet financial instruments involving, to varying degrees, elements of credit risk and interest rate risk in addition to the amounts recognized in the consolidated statements of condition.

The following is a summary of the contractual and notional amounts of the Company’s off-balance sheet financial instruments:



(In thousands)	June 30, 2019		December 31, 2018
Lending-Related Instruments:
Commitments to extend credit	$	737,371	$	654,575
Standby letters of credit	5,887		3,063
Derivative Financial Instruments:
Customer loan swaps	$	818,514	$	833,030
Interest rate swap on loans	100,000		—
Junior subordinated debt interest rate swaps	43,000		43,000
Fixed-rate mortgage interest rate lock commitments	34,814		12,077
Forward delivery commitments	13,088		4,315
FHLBB advance interest rate swaps	—		25,000

Lending-Related Instruments

The contractual amounts of the Company’s lending-related financial instruments do not necessarily represent future cash requirements since certain of these instruments may expire without being funded and others may not be fully drawn upon. These instruments are subject to the Company’s credit approval process, including an evaluation of the customer’s creditworthiness and related collateral requirements. Commitments generally have fixed expiration dates or other termination clauses. Of the total commitments to extend credit, $285.0 million and $270.8 million were unconditionally cancellable by the Company at June 30, 2019 and December 31, 2018, respectively.

Standby letters of credit are conditional commitments issued to guarantee the performance of a borrower to a third party. In the event of nonperformance by the borrower, the Company would be required to fund the commitment and would be entitled to the underlying collateral, if applicable, which generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate. The maximum potential future payments are limited to the contractual amount of the commitment.

Derivative Financial Instruments

The Company uses derivative financial instruments for risk management purposes (primarily interest rate risk) and not for trading or speculative purposes. The Company controls the credit risk of these instruments through collateral, credit approvals and monitoring procedures. Additionally, as part of Company's normal mortgage origination process, it provides the borrower with the option to lock their interest rate based on current market prices. During the period from commitment date to the loan closing date, the Company is subject to the risk of interest rate change. In an effort to mitigate such risk, the Company may enter into forward delivery sales commitments, typically on a "best effort" basis, with certain approved investors. The Company accounts for its interest rate lock commitments on loans that will be held for sale as derivative instruments. Furthermore, the Company records a derivative for its "best effort" forward delivery commitments upon origination of a loan identified as held for sale. Should the Company enter into a forward delivery commitment on a mandatory delivery arrangement with an investor, it accounts for the forward delivery commitment as a derivative upon execution of the mandatory delivery contract.

Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not it qualifies and has been designated as a hedge for accounting purposes, and further, by the type of hedging relationship.

At June 30, 2019, the Company designated its interest rate swaps on its junior subordinated debentures and its interest rate swap on loans as cash flow hedges. The change in the fair value for cash flow hedges is accounted for within AOCI, net of tax. Quarterly, in conjunction with financial reporting, each cash flow hedge is assessed for ineffectiveness. To the extent any significant ineffectiveness is identified, this amount is recorded within the consolidated statements of income. The gain or loss on the effective portion of the cash flow hedge is reclassified from AOCI into interest within the consolidated statements of income in the period the hedged transaction affects earnings.

The change in fair value of derivative instruments, not designated and qualifying as hedges, are accounted for within the consolidated statements of income.

Customer Loan Swaps:

The Bank will enter into interest rate swaps with its commercial customers to provide them with a means to lock into a long-term fixed rate, while the Bank simultaneously enters into an arrangement with a counterparty to swap the fixed rate to a variable rate to manage its interest rate exposure effectively.

The Bank's customer loan level derivative program is not designated as a hedge for accounting purposes. As the interest rate swap agreements have substantially equivalent and offsetting terms, they do not materially change the Bank's interest rate risk or present any material exposure to the Company's consolidated statements of income. The Company records its customer loan swaps at fair value and presents them on a gross basis within other assets and accrued interest and other liabilities on the consolidated statements of condition.

The following table presents the total positions, notional and fair value of the Company's customer loans swaps with its commercial customers and the corresponding interest rate swap agreements with counterparty for the dates indicated:



(In thousands, except number of positions)		June 30, 2019						December 31, 2018
(In thousands, except number of positions)	Presentation on Consolidated Statements of Condition	Number of Positions	Notional Amount		Fair Value			Number of Positions	Notional Amount		Fair Value
Receive fixed, pay variable	Accrued interest and other liabilities	12	$	42,916	$	(541	)	57	$	297,624	$	(7,841	)
Receive fixed, pay variable	Other assets	72	366,341		17,143			25	118,891		3,467
Pay fixed, receive variable	(Accrued interest and other liabilities) / other assets	84	409,257		(16,602		)	82	416,515		4,374
Total		168	$	818,514	$	—		164	$	833,030	$	—

The Bank seeks to mitigate its customer counterparty credit risk exposure through its loan policy and underwriting process, which includes credit approval limits, monitoring procedures, and obtaining collateral, where appropriate. The Bank seeks to mitigate its institutional counterparty credit risk exposure by limiting the institutions for which it will enter into interest swap arrangements through an approved listing by the Company's Board of Directors. The Company has entered into a master netting arrangement with its counterparty and settles payments with the counterparty as necessary. The Bank's arrangement with its institutional counterparty requires it to post cash or other assets as collateral for its customer loan swap contracts in a net liability position based on their fair values and the Bank's credit rating or receive cash collateral for contracts in a net asset position as requested. At June 30, 2019, the Bank posted to the counterparty $17.8 million of cash as collateral on its customer loan swap contracts which was presented within other assets on the consolidated statements of condition. Refer to Note 9 for further discussion of master netting arrangements and presentation within the Company's consolidated financial statements.

Interest Rate Swap on Loans:

On June 12, 2019, the Bank entered into a $100.0 million interest rate swap contract with a counterparty to manage interest rate risk associated with its variable-rate loans. The Company has entered into a master netting arrangement with the counterparty and settles payments monthly on a net basis. The Bank's arrangement with the counterparty requires it to post collateral for its interest rate swap on loans that is in a net liability position based on its fair value. If the interest rate swap is in a net asset position based on its fair value, the counterparty will post collateral to the Bank as requested. At June 30, 2019, neither the Bank nor the counterparty had posted any collateral. Refer to Note 9 for further discussion of master netting arrangements and presentation within the Company's consolidated financial statements.

The details of the interest rate swap for the date indicated was as follows:

(Dollars in thousands)

June 30, 2019

Trade
Date

Maturity Date

Variable Index
Paid

Fixed Rate
Received

Presentation on Consolidated Statements of Condition

Notional
Amount

Fair

Value

6/12/2019

6/10/2024

1-Month

USD LIBOR

1.693%

Other assets

100,000

262

For the three and six months ended June 30, 2019, the Company did not record any ineffectiveness within the consolidated statements of income.

Net payments paid to the counterparty for the six months ended June 30, 2019 were $34,000 and were classified as cash flows from operating activities in the Company's consolidated statements of cash flows.

Junior Subordinated Debt Interest Rate Swaps:

The Company entered into five interest rate swap agreements with a counterparty to manage interest rate risk associated with the Company's variable rate borrowings. Each interest rate swap was designated as a cash flow hedge. The Company entered into a master netting arrangement with its counterparty and settles payments with the counterparty quarterly on a net basis. The interest rate swap arrangements contain provisions that require the Company to post cash or other assets as collateral with the counterparty for contracts that are in a net liability position based on their fair values and the Company’s credit rating. If the interest rate swaps are in a net asset position based on their fair value, the counterparty will post collateral to the Company as requested. At June 30, 2019, the Company posted $8.7 million of cash as collateral to the counterparty and was presented within other assets on the consolidated statements of financial condition. Refer to Note 9 for further discussion of master netting arrangements and presentation within the Company's consolidated financial statements.

The details of the junior subordinated debt interest rate swaps for the dates indicated were as follows:



(Dollars in thousands)					June 30, 2019					December 31, 2018
Trade Date	Maturity Date	Variable Index Received	Fixed Rate Paid	Presentation on Consolidated Statements of Condition	Notional Amount		Fair Value			Notional Amount		Fair Value
3/18/2009	6/30/2021	3-Month USD LIBOR	5.09%	Accrued interest and other liabilities	$	10,000	$	(383	)	$	10,000	$	(272	)
7/8/2009	6/30/2029	3-Month USD LIBOR	5.84%	Accrued interest and other liabilities	10,000		(2,353		)	10,000		(1,655		)
5/6/2010	6/30/2030	3-Month USD LIBOR	5.71%	Accrued interest and other liabilities	10,000		(2,396		)	10,000		(1,636		)
3/14/2011	3/30/2031	3-Month USD LIBOR	4.35%	Accrued interest and other liabilities	5,000		(1,279		)	5,000		(877		)
5/4/2011	7/7/2031	3-Month USD LIBOR	4.14%	Accrued interest and other liabilities	8,000		(1,895		)	8,000		(1,242		)
					$	43,000	$	(8,306	)	$	43,000	$	(5,682	)

For the three and six months ended June 30, 2019 and 2018, the Company did not record any ineffectiveness on these cash flow hedges within the consolidated statements of income.

Net payments to the counterparty for the six months ended June 30, 2019 and 2018 were $318,000 and $489,000, respectively, and were classified as cash flows from operating activities in the Company's consolidated statements of cash flows.

Fixed-Rate Mortgage Interest Rate Lock Commitments:

As part of the origination process of a residential loan, the Company may enter into rate lock agreements with its borrower, which is considered an interest rate lock commitment. If the Company has the intention to sell the loan upon origination, it will account for the interest rate lock commitment as a derivative. The Company's pipeline of mortgage loans with fixed-rate interest rate lock commitments for which it intends to sell the loan upon origination were as follows for the dates indicated:



		June 30, 2019					December 31, 2018
(In thousands)	Presentation on Consolidated Statements of Condition	Notional Amount		Fair Value			Notional Amount		Fair Value
Fixed-rate mortgage interest rate locks	Other assets	$	31,100	$	516		$	8,239	$	95
Fixed-rate mortgage interest rate locks	Accrued interest and other liabilities	3,714		(45		)	3,838		(28		)
Total		$	34,814	$	471		$	12,077	$	67

For the three months ended June 30, 2019 and 2018, the net unrealized gain from the change in fair value on the Company's fixed-rate mortgage rate locks reported within mortgage banking income, net, on the consolidated statements of income was $223,000 and $4,000, respectively. For the six months ended June 30, 2019 and 2018, the net unrealized gain (loss) from the change in fair value on the Company's fixed-rate mortgage rate locks reported within mortgage banking income, net, on the consolidated statements of income was $404,000 and ($8,000), respectively.

Forward Delivery Commitments:

The Company typically enters into a forward delivery commitment with a secondary market investor, which has been approved by the Company within its normal governance process, at the onset of the loan origination process. The Company may enter into these arrangements with the secondary market investors on a "best effort" or "mandatory delivery" basis. The Company's normal practice is typically to enter into these arrangements on a "best effort" basis. The Company enters into these arrangements with the secondary market investors to manage its interest rate exposure. The Company accounts for the forward delivery commitment as a derivative (but does not designate it as a hedge) upon origination of a loan identified as held for sale.

The Company's forward delivery commitments on loans held for sale for the dates indicated were as follows:



		June 30, 2019					December 31, 2018
(In thousands)	Balance Sheet Location	Notional		Fair Value			Notional		Fair Value
Forward delivery commitments ("best effort")	Other Assets	$	11,559	$	272		$	2,593	$	32
Forward delivery commitments ("best effort")	Accrued interest and other liabilities	1,529		(15		)	1,722		(17		)
Total		$	13,088	$	257		$	4,315	$	15

For the three months ended June 30, 2019 and 2018, the net unrealized gain from the change in fair value on the Company's forward delivery commitments reported within mortgage banking income, net, on the consolidated statements of income was $159,000 and $69,000, respectively. For the six months ended June 30, 2019 and 2018, the net unrealized gain from the change in fair value on the Company's forward delivery commitments reported within mortgage banking income, net, on the consolidated statements of income was $242,000 and $50,000, respectively.

FHLBB Advance Interest Rate Swaps:

On February 25, 2015, the Bank entered into two $25.0 million one-year forward-starting interest rate swap arrangements with a counterparty to mitigate short-term interest rate risk. On February 25, 2019, the last $25.0 million tranche matured.

The details of the Company's FHLBB advance interest rate swaps for the dates indicated were as follows:

(Dollars in thousands)

June 30, 2019

December 31, 2018

Trade
Date

Maturity Date

Variable Index
Received

Fixed Rate
Paid

Presentation on Consolidated Statements of Condition

Notional
Amount

Fair

Value

Notional
Amount

Fair

Value

2/25/2015

2/25/2019

1-Month

USD LIBOR

1.74%

Other assets

—

25,000

Net payments received from the counterparty for the six months ended June 30, 2019 and 2018 were $32,000 and $2,000, respectively, and were classified as cash flows from operating activities in the consolidated statements of cash flows.

The table below presents the effect of the Company’s derivative financial instruments included in OCI and current earnings for the periods indicated:



	For The Three Months Ended June 30,					For The Six Months Ended June 30,
(In thousands)	2019			2018		2019			2018
Derivatives designated as cash flow hedges:
Effective portion of unrealized (losses) gains recognized within OCI during the period, net of tax	$	(1,203	)	$	414	$	(2,128	)	$	1,570
Net reclassification adjustment for effective portion of cash flow hedges included in interest expense, gross	$	201		$	203	$	320		$	487

The Company expects approximately $1.3 million (pre-tax) to be reclassified to interest expense from AOCI, related to the Company’s cash flow hedges, in the next 12 months. This reclassification is due to anticipated payments that will be made on the swaps based upon the forward curve as of June 30, 2019.

NOTE 9 – BALANCE SHEET OFSETTING

The Company does not offset the carrying value for derivative instruments or repurchase agreements on the consolidated statements of condition. The Company and Bank do net the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be pledged or received is monitored and adjusted as necessary. Refer to Note 7 for further discussion of repurchase agreements and Note 8 for further discussion of derivative instruments.

The following table presents the Company's derivative positions and repurchase agreements, and the potential effect of netting arrangements on its financial position, as of the dates indicated:



							Gross Amount Not Offset in the Consolidated Statements of Condition
(In thousands)	Gross Amount Recognized in the Consolidated Statements of Condition		Gross Amount Offset in the Consolidated Statements of Condition		Net Amount Presented in the Consolidated Statements of Condition		Financial Instruments Pledged (Received)⁽¹⁾		Cash Collateral Pledged (Received)⁽¹⁾			Net Amount
June 30, 2019
Derivative assets:
Customer loan swaps - commercial customer	$	17,143	$	—	$	17,143	$	—	$	—		$	17,143
Interest rate swap	262		—		262		—		—			262
Total	$	17,405	$	—	$	17,405	$	—	$	—		$	17,405
Derivative liabilities:
Customer loan swaps - dealer bank	$	16,602	$	—	$	16,602	$	—	$	16,602		—
Junior subordinated debt interest rate swaps	8,306		—		8,306		—		8,306			—
Customer loan swaps - commercial customer	541		—		541		—		—			541
Total	$	25,449	$	—	$	8,847	$	—	$	24,908		$	541
Customer repurchase agreements	$	241,647	$	—	$	241,647	$	241,647	$	—		$	—
December 31, 2018
Derivative assets:
Customer loan swaps - dealer bank	$	4,374	$	—	$	4,374	$	—	$	(4,374	)	$	—
Customer loan swaps - commercial customer	3,467		—		3,467		—		—			3,467
FHLBB advance interest rate swaps	30		—		30		—		(30		)	—
Total	$	7,871	$	—	$	7,871	$	—	$	(4,404	)	$	3,467
Derivative liabilities:
Junior subordinated debt interest rate swaps	$	5,682	$	—	$	5,682	$	—	$	5,682		$	—
Customer loan swaps - commercial customer	7,841		—		7,841		—		—			7,841
Total	$	13,523	$	—	$	13,523	$	—	$	5,682		$	7,841
Customer repurchase agreements	$	245,868	$	—	$	245,868	$	245,868	$	—		$	—


(1)	The amount presented was the lesser of the amount pledged (received) or the net amount presented in the consolidated statements of condition.

NOTE 10 – REGULATORY CAPITAL REQUIREMENTS

The Company and Bank are subject to various regulatory capital requirements administered by the FRB and the OCC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

The Company and Bank are required to maintain certain levels of capital based on risk-adjusted assets. These capital requirements represent quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and Bank's capital classification is also subject to qualitative judgments by our regulators about components, risk weightings and other factors. The quantitative measures established to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of total capital, Tier I capital, and common equity Tier I capital to risk-weighted assets, and of Tier I capital to average assets, or the leverage ratio. These guidelines apply to the Company on a consolidated basis.

Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier I risk-based capital ratio of 6.0%, a minimum common equity Tier I risk-based capital ratio of 4.5%, and a

minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier I equity, subject to a transition schedule that was fully phased in on January 1, 2019. Effective January 1, 2019, the Company and the Bank were required to establish a capital conservation buffer of 2.50%, increasing the minimum required total risk-based capital, Tier I risk-based and common equity Tier I capital to risk-weighted assets they must maintain to avoid limits on capital distributions and certain bonus payments to executive officers and similar employees.

The Company and Bank's risk-based capital ratios exceeded regulatory guidelines at June 30, 2019 and December 31, 2018, and, specifically, the Bank met the requirements to be considered "well capitalized" under prompt corrective action provisions for each period. There were no new conditions or events that occurred subsequent to June 30, 2019, that would change the Company or Bank's regulatory capital categorization. The following table presents the Company and Bank's regulatory capital ratios at the periods indicated:



	June 30, 2019				Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer		Minimum Regulatory Provision To Be "Well Capitalized" Under Prompt Corrective Action Provisions		December 31, 2018				Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation Buffer		Minimum Regulatory Provision To Be "Well Capitalized" Under Prompt Corrective Action Provisions
(Dollars in thousands)	Amount		Ratio						Amount		Ratio
Camden National Corporation:
Total risk-based capital ratio	$	448,488	14.12	%	10.50	%	N/A		$	434,331	14.36	%	9.875	%	N/A
Tier I risk-based capital ratio	407,312		12.82	%	8.50	%	N/A		394,597		13.04	%	7.875	%	N/A
Common equity Tier I risk-based capital ratio	364,312		11.47	%	7.00	%	N/A		351,597		11.62	%	6.375	%	N/A
Tier I leverage capital ratio	407,312		9.51	%	4.00	%	N/A		394,597		9.53	%	4.00	%	N/A
Camden National Bank:
Total risk-based capital ratio	$	415,658	13.10	%	10.50	%	10.00	%	$	398,773	13.18	%	9.875	%	10.00	%
Tier I risk-based capital ratio	389,482		12.27	%	8.50	%	8.00	%	374,039		12.36	%	7.875	%	8.00	%
Common equity Tier I risk-based capital ratio	389,482		12.27	%	7.00	%	6.50	%	374,039		12.36	%	6.375	%	6.50	%
Tier I leverage capital ratio	389,482		9.12	%	4.00	%	5.00	%	374,039		9.06	%	4.00	%	5.00	%

In 2015, the Company issued $15.0 million of subordinated debentures, and in 2006 and 2008, it issued $43.0 million of junior subordinated debentures in connection with the issuance of trust preferred securities. Although the subordinated debentures and the junior subordinated debentures are recorded as liabilities on the Company's consolidated statements of condition, the Company is permitted, in accordance with regulatory guidelines, to include, subject to certain limits, each within its calculation of risk-based capital. At June 30, 2019 and December 31, 2018, $15.0 million of subordinated debentures were included as Tier II capital and were included in the calculation of the Company's total risk-based capital, and, at June 30, 2019 and December 31, 2018, $43.0 million of the junior subordinated debentures were included in Tier I and total risk-based capital for the Company.

The Company and Bank's regulatory capital and risk-weighted assets fluctuate due to normal business, including profits and losses generated by the Company and Bank as well as changes to their asset mix. Of particular significance are changes within the Company and Bank's loan portfolio mix due to the differences in regulatory risk-weighting between retail and commercial loans. Furthermore, the Company and Bank's regulatory capital and risk-weighted assets are subject to change due to changes in GAAP and regulatory capital standards. The Company and Bank proactively monitor their regulatory capital and risk-weighted assets, and the impact of changes to their asset mix, and impact of proposed and pending changes as a result of new and/or amended GAAP standards and regulatory changes.

NOTE 11 – EMPLOYEE BENEFIT PLANS

The Company sponsors unfunded, non-qualified SERPs for certain officers and provides medical and life insurance to certain eligible retired employees.

The components of net periodic benefit cost for the periods ended June 30, 2019 and 2018, were as follows:

Supplemental Executive Retirement Plan:



(In thousands)		Three Months Ended June 30,				Six Months Ended June 30,
Net periodic pension cost	Income Statement Presentation	2019		2018		2019		2018
Service cost	Salaries and employee benefits	$	99	$	111	$	198	$	223
Interest cost	Other expenses	130		122		261		244
Recognized net actuarial loss	Other expenses	61		140		122		280
Total		$	290	$	373	$	581	$	747

Other Postretirement Benefit Plan:



(In thousands)		Three Months Ended June 30,						Six Months Ended June 30,
Net periodic postretirement benefit cost	Income Statement Presentation	2019			2018			2019			2018
Service cost	Salaries and employee benefits	$	12		$	11		$	24		$	23
Interest cost	Other expenses	37			33			74			66
Recognized net actuarial loss	Other expenses	6			14			12			27
Amortization of prior service credit	Other expenses	(6		)	(6		)	(12		)	(12		)
Total		$	49		$	52		$	98		$	104

NOTE 12 – EPS

The following is an analysis of basic and diluted EPS, reflecting the application of the two-class method, as described below:



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except number of shares and per share data)	2019			2018			2019			2018
Net income	$	13,204		$	12,217		$	27,477		$	25,037
Dividends and undistributed earnings allocated to participating securities⁽¹⁾	(26		)	(30		)	(54		)	(70		)
Net income available to common shareholders	$	13,178		$	12,187		$	27,423		$	24,967
Weighted-average common shares outstanding for basic EPS	15,519,827			15,572,848			15,555,770			15,557,500
Dilutive effect of stock-based awards⁽²⁾	39,933			56,931			39,884			57,538
Weighted-average common and potential common shares for diluted EPS	15,559,760			15,629,779			15,595,654			15,615,038
Earnings per common share:
Basic EPS	$	0.85		$	0.78		$	1.76		$	1.60
Diluted EPS	$	0.85		$	0.78		$	1.76		$	1.60


(1)	Represents dividends paid and undistributed earnings allocated to nonvested stock-based awards that contain non-forfeitable rights to dividends.


(2)	Represents the effect of the assumed exercise of stock options and vesting of restricted shares and restricted stock units utilizing the treasury stock method. Not included are the unvested LTIP awards, which are the Company's performance-based awards.

For the three and six months ended June 30, 2019 and 2018, there were no anti-dilutive stock based awards that have been excluded from the computation of potential common shares for purposes of calculating diluted EPS, because the average market price of the Company's common stock is greater than the exercise prices.

Nonvested stock-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s nonvested stock-based awards qualify as participating securities.

Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested stock-based awards. Diluted EPS is computed in a similar manner, except that the denominator includes the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method.

NOTE 13 – FAIR VALUE MEASUREMENT AND DISCLOSURE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has elected the fair value option for its loans held for sale. Electing the fair value option for loans held for sale enables the Company’s financial position to more clearly align with the economic value of the actively traded asset.

The fair value hierarchy for valuation of an asset or liability is as follows:

Level 1: Valuation is based upon unadjusted quoted prices in active markets for identical assets and liabilities that the entity has the ability to access as of the measurement date.

Level 2: Valuation is determined from quoted prices for similar assets or liabilities in active markets, from quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

Level 3: Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Financial Instruments Recorded at Fair Value on a Recurring Basis

Loans Held For Sale: The fair value of loans held for sale is determined using quoted secondary market prices or executed sales agreements and is classified as Level 2.

Debt Securities: The fair value of investments in debt securities is reported utilizing prices provided by an independent pricing service based on recent trading activity and other observable information including, but not limited to, dealer quotes, market spreads, cash flows, market interest rate curves, market consensus prepayment speeds, credit information, and the bond’s terms and conditions. The fair value of debt securities is classified as Level 2.

Equity Securities: The fair value of investments in equity securities is reported utilizing market prices based on recent trading activity and dealer quotes. These equity securities are traded on inactive markets and are classified as Level 2.

Derivatives: The fair value of the Company's interest rate swaps are determined using inputs that are observable in the market place obtained from third parties including yield curves, publicly available volatilities, and floating indexes and, accordingly, are classified as Level 2 inputs. The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of June 30, 2019 and December 31, 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives due to collateral postings.

The fair value of the Company's fixed-rate interest rate lock commitments were determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, adjusted for the Company's pull-through rate estimate (i.e. estimate of loans within its pipeline that will ultimately complete the origination process and be funded). The Company has classified its fixed-rate interest rate lock commitments as Level 2, as the quoted secondary market prices are the more significant input, and although the Company's internal pull-through rate estimate is a Level 3 estimate, it is less significant to the ultimate valuation.

The fair value of the Company's forward delivery commitments are determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, and the locked and agreed to price with the secondary market investor. The Company has classified its fixed-rate interest rate lock commitments as Level 2.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, for the dates indicated:



(In thousands)	Fair Value		Readily Available Market Prices (Level 1)		Observable Market Data (Level 2)		Company Determined Fair Value (Level 3)
June 30, 2019
Financial assets:
Loans held for sale	$	13,113	$	—	$	13,113	$	—
AFS investments:
Obligations of states and political subdivisions	89,129		—		89,129		—
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	456,377		—		456,377		—
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	352,071		—		352,071		—
Subordinated corporate bonds	22,506		—		22,506		—
Equity securities - bank stock	830		—		830		—
Customer loan swaps	17,143		—		17,143		—
Interest rate swap on loans	262		—		262		—
Fixed-rate mortgage interest rate lock commitments	516		—		516		—
Forward delivery commitments	272		—		272		—
Financial liabilities:
Junior subordinated debt interest rate swaps	8,306		—		8,306		—
Customer loan swaps	17,143		—		17,143		—
Fixed-rate mortgage interest rate lock commitments	45		—		45		—
Forward delivery commitments	15		—		15		—
December 31, 2018
Financial assets:
Loans held for sale	$	4,403	$	—	$	4,403	$	—
AFS investments:
Obligations of states and political subdivisions	93,752		—		93,752		—
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises	453,672		—		453,672		—
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises	342,894		—		342,894		—
Subordinated corporate bonds	20,374		—		20,374		—
Equity securities - bank stock	746		—		746		—
Customer loan swaps	7,841		—		7,841		—
Fixed-rate mortgage interest rate lock commitments	95		—		95		—
Forward delivery commitments	32		—		32		—
FHLBB advance interest rate swaps	30		—		30		—
Financial liabilities:
Junior subordinated debt interest rate swaps	5,682		—		5,682		—
Customer loan swaps	7,841		—		7,841		—
Fixed-rate mortgage interest rate lock commitments	28		—		28		—
Forward delivery commitments	17		—		17		—

The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the six months ended June 30, 2019. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.

Financial Instruments Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.

Collateral-Dependent Impaired Loans: Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. The Company's policy is to evaluate individually for impairment loans with a principal balance of $500,000 or more, that are classified as substandard or doubtful and are on non-accrual status. Once the population of loans is identified for individual impairment assessment, the Company measures these loans for impairment by comparing net realizable value, which is the fair value of the collateral, less estimated costs to sell, to the carrying value of the loan. If the net realizable value of the loan is less than the carrying value of the loan, then a loss is recognized as part of the ALL to adjust the loan's carrying value to net realizable value. Accordingly, certain collateral-dependent impaired loans are subject to measurement at fair value on a non-recurring basis. Management has estimated the fair values of these assets using Level 2 inputs, such as the fair value of collateral based on independent third-party market approach appraisals for collateral-dependent loans, and Level 3 inputs where circumstances warrant an adjustment to the appraised value based on the age of the appraisal and/or comparable sales, condition of the collateral, and market conditions.

Servicing Assets: The Company accounts for mortgage servicing assets at cost, subject to impairment testing. When the carrying value of a tranche exceeds fair value, a valuation allowance is established to reduce the carrying cost to fair value. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The Company obtains a third-party valuation based upon loan level data including note rate, type and term of the underlying loans. The model utilizes two significant unobservable inputs, namely loan prepayment assumptions and the discount rate used, to calculate the fair value of each tranche, and, as such, the Company has classified the model within Level 3 of the fair value hierarchy. At June 30, 2019 and December 31, 2018, the mortgage servicing assets were not carried at fair value.

Non-Financial Instruments Recorded at Fair Value on a Non-Recurring Basis

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Non-financial assets measured at fair value on a non-recurring basis consist of OREO, and goodwill and other intangible assets.

OREO: OREO properties acquired through foreclosure or deed in lieu of foreclosure are recorded at net realizable value, which is the fair value of the real estate, less estimated costs to sell. Any write-down of the recorded investment in the related loan is charged to the ALL upon transfer to OREO. Upon acquisition of a property, a current appraisal is used or an internal valuation is prepared to substantiate fair value of the property. After foreclosure, management periodically, but at least annually, obtains updated valuations of the OREO properties and, if additional impairments are deemed necessary, the subsequent write-downs for declines in value are recorded through a valuation allowance and a provision for losses charged to other non-interest expense within the consolidated statements of income. As management considers appropriate, adjustments are made to the appraisal obtained for the OREO property to account for recent sales activity of comparable properties, changes in the condition of the property, and changes in market conditions. These adjustments are not observable in an active market and are classified as Level 3.

Goodwill and Other Intangible Assets: Goodwill represents the excess cost of an acquisition over the fair value of the net assets acquired. The fair value of goodwill is estimated by utilizing several standard valuation techniques, including discounted cash flow analyses, bank merger multiples, and/or an estimation of the impact of business conditions and investor activities on the long-term value of the goodwill. Should an impairment occur, the associated goodwill is written-down to fair value and the impairment charge is recorded within non-interest expense in the consolidated statements of income. The Company conducts an annual impairment test of goodwill in the fourth quarter each year, or more frequently as necessary. There have been no indications or triggering events during the six months ended June 30, 2019, for which management believes that it is more likely than not that goodwill is impaired.

The Company's core deposit intangible assets represent the estimated value of acquired customer relationships and are amortized on a straight-line basis over the estimated life of those relationships. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If

necessary, management will test the core deposit intangibles for impairment by comparing their carrying value to the expected undiscounted cash flows of the assets. If the undiscounted cash flows of the intangible assets exceed their carrying value then the intangible assets are deemed to be fully recoverable and not impaired. However, if the undiscounted cash flows of the intangible assets are less than their carrying value, then an impairment charge is recorded to mark the carrying value of the intangible assets to fair value. There were no events or changes in circumstances for the six months ended June 30, 2019, that indicated the carrying amount may not be recoverable.

The table below highlights financial and non-financial assets measured and recorded at fair value on a non-recurring basis for the dates indicated:



(In thousands)	Fair Value		Readily Available Market Prices (Level 1)		Observable Market Data (Level 2)		Company Determined Fair Value (Level 3)
June 30, 2019
Financial assets:
Collateral-dependent impaired loans	$	925	$	—	$	—	$	925
Non-financial assets:
OREO	130		—		—		130
December 31, 2018
Financial assets:
Collateral-dependent impaired loans	$	522	$	—	$	—	$	522
Non-financial assets:
OREO	130		—		—		130

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis for the dates indicated:



(Dollars in thousands)	Fair Value		Valuation Methodology	Unobservable input	Discount Range (Weighted-Average)
June 30, 2019
Collateral-dependent impaired loans:
Partially charged-off	$	44	Market approach appraisal of collateral	Management adjustment of appraisal	0%	(0%)
				Estimated selling costs	10%	(10%)
Specifically reserved	$	881	Market approach appraisal of collateral	Management adjustment of appraisal	0-39%	(16%)
				Estimated selling costs	10-13%	(11%)
OREO	$	130	Market approach appraisal of collateral	Management adjustment of appraisal	19%	(19%)
				Estimated selling cost	10%	(10%)
December 31, 2018
Collateral-dependent impaired loans:
Partially charged-off	$	50	Market approach appraisal of collateral	Management adjustment of appraisal	0%	(0%)
				Estimated selling costs	10%	(10%)
Specifically reserved	$	472	Market approach appraisal of collateral	Management adjustment of appraisal	0%	(0%)
				Estimated selling costs	10%	(10%)
OREO	$	130	Market approach appraisal of collateral	Management adjustment of appraisal	19%	(19%)
				Estimated selling cost	10%	(10%)

The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the dates indicated:



(In thousands)	Carrying Amount		Fair Value		Readily Available Market Prices (Level 1)		Observable Market Prices (Level 2)		Company Determined Market Prices (Level 3)
June 30, 2019
Financial assets:
HTM securities	$	1,304	$	1,335	$	—	$	1,335	$	—
Residential real estate loans⁽¹⁾	1,029,543		1,022,119		—		—		1,022,119
Commercial real estate loans⁽¹⁾	1,248,487		1,224,937		—		—		1,224,937
Commercial loans⁽¹⁾⁽²⁾	452,305		444,719		—		—		444,719
Home equity loans⁽¹⁾	320,544		314,030		—		—		314,030
Consumer loans⁽¹⁾	23,282		21,621		—		—		21,621
Servicing assets	795		1,450		—		—		1,450
Financial liabilities:
Time deposits	$	754,786	$	753,533	$	—	$	753,533	$	—
Short-term borrowings	241,647		241,400		—		241,400		—
Long-term borrowings	10,000		9,974		—		9,974		—
Subordinated debentures	58,991		49,728		—		49,728		—
December 31, 2018
Financial assets:
HTM securities	$	1,307	$	1,291	$	—	$	1,291	$	—
Residential real estate loans⁽¹⁾	986,795		957,957		—		—		957,957
Commercial real estate loans⁽¹⁾	1,257,879		1,218,436		—		—		1,218,436
Commercial loans⁽¹⁾⁽²⁾	411,479		404,805		—		—		404,805
Home equity loans⁽¹⁾	324,967		317,359		—		—		317,359
Consumer loans⁽¹⁾	20,390		18,969		—		—		18,969
Servicing assets	831		1,677		—		—		1,677
Financial liabilities:
Time deposits	$	661,281	$	654,954	$	—	$	654,954	$	—
Short-term borrowings	270,868		270,598		—		270,598		—
Long-term borrowings	11,580		11,573		—		11,573		—
Subordinated debentures	59,067		49,060		—		49,060		—


(1)	The presented carrying amount is net of the allocated ALL.


(2)	Includes the HPFC loan portfolio.

Excluded from the summary were financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.

The Company considers its financial instruments' current use to be the highest and best use of the instruments.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The discussions set forth below and in the documents we incorporate by reference herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, exceptions, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “target,” or “goal” or future or conditional verbs such as “will,” “may,” “might,” “should,” “could” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

The following factors, among others, could cause the Company’s financial performance to differ materially from the Company’s goals, plans, objectives, intentions, expectations and other forward-looking statements:


•	weakness in the United States economy in general and the regional and local economies within the New England region and Maine, which could result in a deterioration of credit quality, an increase in the allowance for loan losses or a reduced demand for the Company’s credit or fee-based products and services;


•	changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;


•	inflation, interest rate, market, and monetary fluctuations;


•	competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;


•	volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, the availability and terms of funding necessary to meet the Company’s liquidity needs, and which could lead to impairment in the value of securities in the Company's investment portfolio;


•	changes in information technology and other operational risks, including cybersecurity, that require increased capital spending;


•	changes in consumer spending and savings habits;


•	changes in tax, banking, securities and insurance laws and regulations; and


•	changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board ("FASB"), and other accounting standard setters.

You should carefully review all of these factors, and be aware that there may be other factors that could cause differences, including the risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2018, as updated by the Company's quarterly reports on Form 10-Q, including this report, and other filings with the Securities and Exchange Commission. Readers should carefully review the risk factors described therein and should not place undue reliance on our forward-looking statements.

These forward-looking statements were based on information, plans and estimates at the date of this report, and we undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except to the extent required by applicable law or regulation.

GENERAL OVERVIEW

Camden National Corporation (hereafter referred to as “we,” “our,” “us,” or the “Company”) is a publicly-held bank holding company, with $4.4 billion in assets at June 30, 2019, incorporated under the laws of the State of Maine and headquartered in Camden, Maine. Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company, was founded in 1875. The Company was founded in 1984, went public in 1997 and is now registered with NASDAQ Global Market (“NASDAQ”) under the ticker symbol "CAC."

The primary business of the Company and the Bank is to attract deposits from, and to extend loans to, consumer, institutional, municipal, non-profit and commercial customers. The Company, through the Bank, provides a broad array of banking and other financial services, including wealth management and trust services, brokerage, investment advisory and insurance services, to consumer, business, non-profit and municipal customers.

The Company competes throughout Maine, and select areas of New Hampshire and Massachusetts. We operate in 13 of Maine's 16 counties, with our primary markets and presence being throughout coastal and central Maine. The Company and the Bank generally have effectively competed with other financial institutions by emphasizing customer service, highlighted by local decision-making, establishing long-term customer relationships, building customer loyalty and providing products and services designed to meet the needs of customers.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP

In addition to evaluating the Company’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as the return on average tangible equity, efficiency ratio; tax equivalent net interest income; tangible book value per share; and tangible common equity ratio. These non-GAAP financial measures are utilized for purposes of measuring performance against the Company's peer group and other financial institutions, as well as for analyzing its internal performance. The Company also believes these non-GAAP financial measures help investors better understand the Company's operating performance and trends and allows for better performance comparisons to other banks. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for GAAP operating results, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other financial institutions.

Return on Average Tangible Equity: Return on average tangible equity is the ratio of (i) net income, adjusted for tax effected amortization of intangible assets and goodwill impairment, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and other intangible assets. This adjusted financial ratio reflects a shareholders' return on tangible capital deployed in our business and is a common measure within the financial services industry.



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2019			2018			2019			2018
Net income, as presented	$	13,204		$	12,217		$	27,477		$	25,037
Add: amortization of intangible assets, net of tax⁽¹⁾	139			143			278			286
Net income, adjusted for amortization of intangible assets	$	13,343		$	12,360		$	27,755		$	25,323
Average equity, as presented	$	455,529		$	404,874		$	448,318		$	403,756
Less: average goodwill and other intangible assets	(98,660		)	(99,377		)	(98,749		)	(99,472		)
Average tangible equity	$	356,869		$	305,497		$	349,569		$	304,284
Return on average equity	11.63		%	12.10		%	12.36		%	12.50		%
Return on average tangible equity	15.00		%	16.23		%	16.01		%	16.78		%


(1)	Assumed a 21% tax rate.

Efficiency Ratio. The efficiency ratio represents an approximate measure of the cost required for the Company to generate a dollar of revenue. This is a common measure within the financial services industry and is a key ratio for evaluating Company performance. The efficiency ratio is calculated as the ratio of (i) total non-interest expense, adjusted for certain operating expenses, as necessary, to (ii) net interest income on a tax equivalent basis plus total non-interest income, adjusted for certain other income items, as necessary.



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2019			2018			2019			2018
Non-interest expense, as presented	$	23,958		$	22,895		$	46,741		$	45,199
Net interest income, as presented	$	31,573		$	29,481		$	63,468		$	58,383
Add: effect of tax-exempt income⁽¹⁾	248			257			491			511
Non-interest income, as presented	10,037			9,501			19,426			18,305
Less: net gain on sale of securities	(27		)	(31		)	(27		)	(31		)
Adjusted net interest income plus non-interest income	$	41,831		$	39,208		$	83,358		$	77,168
GAAP efficiency ratio	57.58		%	58.73		%	56.39		%	58.94		%
Non-GAAP efficiency ratio	57.27		%	58.39		%	56.07		%	58.57		%


(1)	Assumed a 21% tax rate.

Tax Equivalent Net Interest Income. Tax-equivalent net interest income is net interest income plus the taxes that would have been paid had tax-exempt securities been taxable. This number attempts to enhance the comparability of the performance of assets that have different tax liabilities. This is a common measure within the financial services industry and is used within the calculation of net interest margin on a fully-taxable equivalent basis.



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2019		2018		2019		2018
Net interest income, as presented	$	31,573	$	29,481	$	63,468	$	58,383
Add: effect of tax-exempt income⁽¹⁾	248		257		491		511
Net interest income, tax equivalent	$	31,821	$	29,738	$	63,959	$	58,894


(1)	Assumed a 21% tax rate.

Tangible Book Value per Share. Tangible book value per share is the ratio of (i) shareholders’ equity less goodwill and other intangibles to (ii) total common shares outstanding at period end. Tangible book value per share is a common measure within the financial services industry to assess the value of a company, as it removes goodwill and other intangible assets generated within purchase accounting upon a business combination.

Tangible Common Equity Ratio. Tangible common equity is the ratio of (i) shareholders’ equity less goodwill and other intangible assets to (ii) total assets less goodwill and other intangible assets. This ratio is a measure used within the financial services industry to assess whether or not a company is highly leveraged.



(In thousands, except number of shares, per share data and ratios)	June 30, 2019			December 31, 2018
Tangible Book Value Per Share:
Shareholders’ equity, as presented	$	467,759		$	435,825
Less: goodwill and other intangible assets	(98,574		)	(98,927		)
Tangible shareholders’ equity	$	369,185		$	336,898
Shares outstanding at period end	15,457,480			15,591,914
Book value per share	$	30.26		$	27.95
Tangible book value per share	$	23.88		$	21.61
Tangible Common Equity Ratio:
Total assets	$	4,447,038		$	4,297,435
Less: goodwill and other intangible assets	(98,574		)	(98,927		)
Tangible assets	$	4,348,464		$	4,198,508
Common equity ratio	10.52		%	10.14		%
Tangible common equity ratio	8.49		%	8.02		%

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. In preparing the Company’s consolidated financial statements, management is required to make significant estimates and assumptions that affect assets, liabilities, revenues and expenses reported. Actual results could materially differ from the Company's current estimates, as a result of changing conditions and future events. Several estimates are particularly critical and are susceptible to significant near-term change, including (i) the allowance for loan losses; (ii) accounting for acquisitions and the subsequent review of goodwill and core deposit intangible assets generated in an acquisition for impairment; (iii) OTTI of investments; and (iv) income taxes.

There have been no material changes to the Company's critical accounting policies as disclosed within its Annual Report on Form 10-K for the year ended December 31, 2018. Refer to the Annual Report on Form 10-K for the year ended December 31, 2018, for discussion of the Company's critical accounting policies.

Refer to Note 2 of the consolidated financial statements for discussion of accounting pronouncements adopted during the six months ended June 30, 2019, and the impact to the consolidated financial statements, as well as the status of issued accounting pronouncements yet to be adopted and implemented.

EXECUTIVE OVERVIEW

Net income for the three and six months ended June 30, 2019 was $13.2 million and $27.5 million, respectively, representing an increase over the same periods last year of 8% and 10%. Diluted EPS increased 9% to $0.85 for the three months ended June 30, 2019, and 10% to $1.76 for the six months ended June 30, 2019, compared to the same periods last year. Other key financial metrics that we utilize to asses our financial performance over these periods include:


•	A return on average assets for the three and six months ended June 30, 2019, of 1.21% and 1.27%, respectively, compared to 1.19% and 1.24% for the same periods last year;


•	A return on average equity for the three and six months ended June 30, 2019, of 11.63% and 12.36%, respectively, compared to 12.10% and 12.50% for the same periods last year; and


•	A return on average tangible equity (non-GAAP) for the three and six months ended June 30, 2019, of 15.00% and 16.01%, respectively, compared to 16.23% and 16.78% for the same periods last year.

Net interest income for the three and six months ended June 30, 2019, increased 7% and 9%, respectively, compared to the same comparable periods last year. Over the past several years, we repositioned the Company's interest rate risk posture to be asset sensitive. As interest rates increased over the past year, our net interest margin on a fully-taxable equivalent basis expanded 1 basis point to 3.11% in the second quarter of 2019, compared to the second quarter of 2018, and 4 basis points to 3.14% for the first half of 2019, compared to the first half of 2018. In addition, strong average core deposit (non-interest checking, interest checking, savings and money market) growth for the three and six months ended June 30, 2019, of 16% over the same periods last year, enabled us to fund average loan growth of 9% over the same periods more efficiently.

As of June 30, 2019, the Company’s interest rate risk position was asset sensitive. As such, a decrease in Treasury rates and the federal funds rate is modeled to reduce net interest income through a decrease in net interest margin on a fully-taxable equivalent basis. To help limit the impact of lower interest rates on net interest income, the Company has held more fixed rate loans within its loan portfolio, for both the commercial and residential loan portfolios, added duration to our investment portfolio through recent purchases and entered into a hedge transaction of $100.0 million pay-floating, receive-fixed interest rate swap.

Asset quality throughout the first half of 2019 was very strong. At June 30, 2019 and December 31, 2018, non-performing assets to total assets was 0.34%, and the allowance for loan losses to total loans was 0.84% and 0.82%, respectively. Annualized net charge-offs to average loans for the three and six months ended June 30, 2019 were 0.03%, compared 0.04% and 0.07%, respectively, for the same periods last year. The increase in the provision for credit losses for the three and six months ended June 30, 2019 of $190,000 and $1.4 million, respectively, compared to the same periods last year was primarily due to the favorable resolution of a large commercial real estate loan in the first quarter of 2018 that resulted in the release of almost $1.0 million of provision expense.

Non-interest income for the three and six months ended June 30, 2019 increased 6%, compared to the same periods last year. We continue to be focused on the diversification of our revenue streams, and we have been able to maintain a relatively stable ratio of non-interest income to total revenue (which is the sum of net interest income and non-interest income). For the three and six months ended June 30, 2019, non-interest income was 24% and 23% of total revenues, respectively, compared to 24% for the same periods last year.

Non-interest expense for the three and six months ended June 30, 2019, increased 5% and 3%, respectively, over the same periods last year. For each period, the increase in non-interest expense was primarily driven by our investments in people and technology. We will continue to leverage these investments to drive revenue growth and create efficiencies within our processes. Our efficiency ratio (GAAP) for the three and six months ended June 30, 2019, was 57.58% and 56.39%, compared to 58.73% and 58.94% for the same periods last year. Our efficiency ratio (non-GAAP) for the three and six months ended June 30, 2019 was 57.27% and 56.07%, respectively, compared to 58.39% and 58.57% for the same periods last year.

The Company declared a dividend of $0.30 per share in the second quarter of 2019, which represented an annualized dividend yield of 2.62% as of June 28, 2019 (the last business day of the second quarter). For the six months ended June 30, 2019, we repurchased 166,778 shares of the Company's common stock, or approximately 1% shares outstanding, at a weighted-average price of $42.62 per share under the repurchase plan. As of June 30, 2019, 608,222 shares of the Company's stock were available for repurchase.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is the interest earned on loans, securities, and other interest-earning assets, plus net loan fees, origination costs, and accretion or amortization of fair value marks on loans and/or CDs created in purchase accounting, less the interest paid on interest-bearing deposits and borrowings. Net interest income is our largest source of revenue (which is the sum of net interest income and non-interest income). For the three and six months ended June 30, 2019, net interest income accounted for 76% and 77% of total revenues, respectively, compared to 76% for the three and six months ended June 30, 2018. Net interest income is affected by several factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies and competitive conditions, the volume and mix of interest-earning assets and liabilities, and the level of non-performing assets.

Net interest margin is calculated as net interest income, on a fully-taxable equivalent basis, as a percentage of average interest-earning assets. Net interest margin on a fully-taxable equivalent basis for the three months ended June 30, 2019 and 2018 was 3.11% and 3.10%, respectively, and for the six months ended June 30, 2019 and 2018 was 3.14% and 3.10%, respectively.

Net interest income on a fully-taxable equivalent basis for the second quarter of 2019 was $31.8 million, representing an increase of $2.1 million, or 7%, over the same period last year. The increase was driven by an increase in interest income on a fully-taxable equivalent basis of $5.3 million, or 14%, and was partially offset by an increase in interest expense of $3.3 million, or 43%.

•

The increase in interest income on a fully-taxable equivalent basis for the second quarter of 2019 over the second quarter of 2018 was due to an increase in our interest-earning asset yield of 28 basis points to 4.18% for the second quarter of 2019, and an increase in average interest-earnings assets of $250.7 million, or 7%, over the same period. Average loan balances grew $252.2 million, or 9%, over this period to $3.1 billion for the second quarter of 2019, and our average loan yield expanded 25 basis points over this period to 4.68% for the second quarter of 2019. The increase in average yield reflects the increase in interest rates period to period as variable rate loans reprice and new loans are originated at higher rates.

•

The increase in interest expense for the second quarter of 2019 over the second quarter of 2018 was driven by the 29 basis point increase in funding cost over this period to 1.13% for the second quarter of 2019, due to the increase in market rates between periods and competition for deposits. Total average deposits, excluding brokered deposits, increased $404.0 million, or 15%, over the second quarter of 2018 to $3.2 billion for the second quarter of 2019 with checking account growth of $292.6 million, or 22%. The growth in average deposit balances and higher interest rates between periods of 38 basis points drove an increase in interest expense on deposits, excluding brokered deposits, between periods of $3.5 million, or 104%. Strong average deposit growth resulted in lower borrowing levels for the second quarter of 2019, with a decrease in average borrowings of $183.7 million, or 21%, between periods

Net interest income on a fully-taxable equivalent basis for the six months ended June 30, 2019, was $64.0 million, representing an increase of $5.1 million, or 9%, over the same period last year. The increase was driven by an increase in interest income on a fully-taxable equivalent basis of $12.1 million, or 17%, and was partially offset by an increase in interest expense of $7.0 million, or 50%.

•

The increase in interest income on a fully-taxable equivalent basis for the six months ended June 30, 2019, over the same period last year was due to an increase in our interest-earning asset yield of 35 basis points to 4.19% for the six months ended June 30, 2019, and an increase in average interest-earnings assets of $262.5 million, or 7%, over the same period. Average loan balances grew $260.9 million, or 9%, over this period to $3.1 billion for the six months ended June 30, 2019, and our average loan yield expanded 32 basis points over this period to 4.69% for the six months ended June 30, 2019. The increase in average yield reflects the increase in interest rates period to period as variable rate loans reprice and new loans are originated at higher rates.

•

The increase in interest expense for the six months ended June 30, 2019 over the same period last year was driven by the 32 basis point increase in funding cost over this period to 1.10% for the six months ended June 30, 2019 due to the increase in market interest rates between periods and competition for deposits. Total average deposits, excluding brokered deposits, increased $375.9 million, or 14%, to $3.1 billion for the six months ended June 30, 2019 with checking account growth of $291.1, or 22%. The growth in average deposit balances and higher interest rates between periods of 37 basis points drove an increase in interest expense on deposits, excluding brokered deposits, between

periods of $6.6 million, or 107%. Strong average deposit growth resulted in lower borrowing levels for the six months ended June 30, 2019, with a decrease in average borrowings of $149.5 million, or 17%, between periods.

The following tables present average balances, interest income, interest expense, and the corresponding average yields earned and cost of funds, as well as net interest income, net interest rate spread and net interest margin on a fully-taxable basis for the followings periods:

Quarterly Average Balance, Interest and Yield/Rate Analysis

	For The Three Months Ended
	June 30, 2019								June 30, 2018
(Dollars in thousands)	Average Balance			Interest			Yield/Rate		Average Balance			Interest			Yield/Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	59,901		$	355		2.34	%	$	58,500		$	232		1.57	%
Investments - taxable	839,714			5,366			2.56	%	834,675			4,832			2.32	%
Investments - nontaxable⁽¹⁾	90,087			790			3.51	%	98,015			832			3.40	%
Loans⁽²⁾:
Residential real estate	1,032,215			11,200			4.34	%	884,977			9,297			4.20	%
Commercial real estate	1,255,172			14,840			4.68	%	1,180,421			12,987			4.35	%
Commercial⁽¹⁾	389,166			4,639			4.72	%	351,711			3,928			4.42	%
Municipal⁽¹⁾	20,117			179			3.56	%	21,993			172			3.13	%
Consumer and home equity	347,141			4,732			5.47	%	340,782			4,254			5.01	%
HPFC	29,472			584			7.83	%	41,182			812			7.80	%
Total loans	3,073,283			36,174			4.68	%	2,821,066			31,450			4.43	%
Total interest-earning assets	4,062,985			42,685			4.18	%	3,812,256			37,346			3.90	%
Cash and due from banks	40,835								45,836
Other assets	300,256								272,314
Less: ALL	(25,487		)						(23,398		)
Total assets	$	4,378,589							$	4,107,008
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking	$	485,724		$	—		—	%	$	464,164		$	—		—	%
Interest checking	1,110,567			2,791			1.01	%	839,510			973			0.47	%
Savings	476,104			104			0.09	%	483,192			75			0.06	%
Money market	581,638			1,863			1.28	%	507,545			1,042			0.82	%
Certificates of deposit	516,972			2,064			1.60	%	472,637			1,246			1.06	%
Total deposits	3,171,005			6,822			0.86	%	2,767,048			3,336			0.48	%
Borrowings:
Brokered deposits	370,448			2,334			2.53	%	239,105			1,123			1.89	%
Customer repurchase agreements	246,935			799			1.30	%	247,789			639			1.03	%
Subordinated debentures	58,985			823			5.60	%	58,970			851			5.79	%
Other borrowings	15,940			86			2.17	%	330,096			1,659			2.02	%
Total borrowings	692,308			4,042			2.34	%	875,960			4,272			1.96	%
Total funding liabilities	3,863,313			10,864			1.13	%	3,643,008			7,608			0.84	%
Other liabilities	59,747								59,126
Shareholders' equity	455,529								404,874
Total liabilities & shareholders' equity	$	4,378,589							$	4,107,008
Net interest income (fully-taxable equivalent)				31,821								29,738
Less: fully-taxable equivalent adjustment				(248		)						(257		)
Net interest income				$	31,573							$	29,481
Net interest rate spread (fully-taxable equivalent)							3.05	%							3.06	%
Net interest margin (fully-taxable equivalent)							3.11	%							3.10	%
Net interest margin (fully-taxable equivalent), excluding fair value mark accretion and collection of previously charged-off acquired loans⁽³⁾							3.07	%							3.04	%


(1)	Reported on tax-equivalent basis calculated using a 21% tax rate, including certain commercial loans.


(2)	Non-accrual loans and loans held for sale are included in total average loans.


(3)	Excludes the impact of the fair value mark accretion on loans and CDs generated in purchase accounting and collection of previously charged-off acquired loans for the three months ended June 30, 2019 and 2018, totaling $439,000 and $578,000, respectively.

Year-To-Date Average Balance, Interest and Yield/Rate Analysis

	For The Six Months Ended
	June 30, 2019								June 30, 2018
(Dollars in thousands)	Average Balance			Interest			Yield/Rate		Average Balance			Interest			Yield/Rate
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	48,301		$	552		2.27	%	$	55,254		$	416		1.50	%
Investments - taxable	845,583			10,814			2.56	%	830,624			9,420			2.27	%
Investments - nontaxable⁽¹⁾	92,386			1,606			3.48	%	98,783			1,683			3.41	%
Loans⁽²⁾:
Residential real estate	1,020,316			22,038			4.32	%	872,947			18,156			4.16	%
Commercial real estate	1,268,264			30,006			4.71	%	1,176,034			25,287			4.28	%
Commercial⁽¹⁾	379,552			8,983			4.71	%	350,842			7,665			4.35	%
Municipal⁽¹⁾	17,738			315			3.58	%	19,648			313			3.22	%
Consumer and home equity	347,097			9,403			5.46	%	340,929			8,253			4.88	%
HPFC	30,814			1,220			7.87	%	42,462			1,685			7.89	%
Total loans	3,063,781			71,965			4.69	%	2,802,862			61,359			4.37	%
Total interest-earning assets	4,050,051			84,937			4.19	%	3,787,523			72,878			3.84	%
Cash and due from banks	40,600								44,164
Other assets	293,114								273,442
Less: ALL	(25,135		)						(23,799		)
Total assets	$	4,358,630							$	4,081,330
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking	$	488,040		$	—		—	%	$	458,428		$	—		—	%
Interest checking	1,098,003			5,411			0.99	%	836,477			1,748			0.42	%
Savings	480,849			199			0.08	%	488,397			152			0.06	%
Money market	582,158			3,603			1.25	%	497,670			1,832			0.74	%
Certificates of deposit	480,244			3,529			1.48	%	472,426			2,415			1.03	%
Total deposits	3,129,294			12,742			0.82	%	2,753,398			6,147			0.45	%
Borrowings:
Brokered deposits	388,045			4,837			2.51	%	238,988			2,061			1.74	%
Customer repurchase agreements	242,740			1,528			1.27	%	242,452			1,062			0.88	%
Subordinated debentures	58,996			1,540			5.26	%	58,950			1,698			5.81	%
Other borrowings	30,237			331			2.21	%	329,124			3,016			1.85	%
Total borrowings	720,018			8,236			2.31	%	869,514			7,837			1.82	%
Total funding liabilities	3,849,312			20,978			1.10	%	3,622,912			13,984			0.78	%
Other liabilities	61,000								54,662
Shareholders' equity	448,318								403,756
Total liabilities & shareholders' equity	$	4,358,630							$	4,081,330
Net interest income (fully-taxable equivalent)				63,959								58,894
Less: fully-taxable equivalent adjustment				(491		)						(511		)
Net interest income				$	63,468							$	58,383
Net interest rate spread (fully-taxable equivalent)							3.09	%							3.06	%
Net interest margin (fully-taxable equivalent)							3.14	%							3.10	%
Net interest margin (fully-taxable equivalent), excluding fair value mark accretion and collection of previously charged-off acquired loans⁽³⁾							3.10	%							3.04	%


(1)	Reported on tax-equivalent basis calculated using a 21% tax rate, including certain commercial loans.


(2)	Non-accrual loans and loans held for sale are included in total average loans.


(3)	Excludes the impact of the fair value mark accretion on loans and CDs generated in purchase accounting and collection of previously charged-off acquired loans for the six months ended June 30, 2019 and 2018, totaling $829,000 and $1.1 million, respectively.

The following table presents certain information on a fully-taxable equivalent basis regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to rate and volume. The (a) changes in volume (change in volume multiplied by prior period's rate), (b) changes in rates (change in rate multiplied prior period's volume), and (c) changes in rate/volume (change in rate multiplied by the change in volume), which is allocated to the change due to rate column.



	For The Three Months Ended June 30, 2019 vs. June 30, 2018									For The Six Months Ended June 30, 2019 vs. June 30, 2018
	Increase (Decrease) Due to:						Net Increase (Decrease)			Increase (Decrease) Due to:						Net Increase (Decrease)
(In thousands)	Volume			Rate⁽¹⁾			Net Increase (Decrease)			Volume			Rate⁽²⁾			Net Increase (Decrease)
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets	$	5		$	118		$	123		$	(52	)	$	188		$	136
Investments – taxable	29			505			534			170			1,224			1,394
Investments – nontaxable	(67		)	25			(42		)	(109		)	32			(77		)
Residential real estate	1,546			357			1,903			3,065			817			3,882
Commercial real estate	822			1,031			1,853			1,985			2,734			4,719
Commercial	418			293			711			628			690			1,318
Municipal	(15		)	22			7			(30		)	32			2
Consumer and home equity	79			399			478			149			1,001			1,150
HPFC	(231		)	3			(228		)	(462		)	(3		)	(465		)
Total interest income	2,586			2,753			5,339			5,344			6,715			12,059
Interest-bearing liabilities:
Interest checking	318			1,500			1,818			545			3,118			3,663
Savings	(1		)	30			29			(2		)	49			47
Money market	151			670			821			310			1,461			1,771
Certificates of deposit	117			701			818			40			1,074			1,114
Brokered deposits	619			592			1,211			1,286			1,490			2,776
Customer repurchase agreements	(2		)	162			160			1			465			466
Subordinated debentures	—			(28		)	(28		)	1			(159		)	(158		)
Other borrowings	(1,582		)	9			(1,573		)	(2,742		)	57			(2,685		)
Total interest expense	(380		)	3,636			3,256			(561		)	7,555			6,994
Net interest income (fully-taxable equivalent)	$	2,966		$	(883	)	$	2,083		$	5,905		$	(840	)	$	5,065


(1)	Presented within increase (decrease) due to rate for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 was a decrease in net interest income on a fully-taxable equivalent basis of $140,000 due to a decrease in fair value mark accretion on loans and CDs generated in purchase accounting and collection of previously charged-off acquired loans.


(2)	Presented within increase (decrease) due to rate for the six months ended June 30, 2019 compared to the six months ended June 30, 2018 was a decrease in net interest income on a fully-taxable equivalent basis of $307,000 due to a decrease in fair value mark accretion on loans and CDs generated in purchase accounting and collection of previously charged-off acquired loans.

Provision for Credit Losses

The provision for credit losses is primarily made up of our provision for loan losses, but also includes the provision for unfunded commitments.

The provision for loan losses is a recorded expense determined by management that adjusts the ALL to a level that, in management’s best estimate, is necessary to absorb probable losses within the existing loan portfolio. The provision for loan losses reflects loan quality, including, among other factors, the levels of and trends related to non-accrual loans, past due loans,

potential problem loans, criticized loans, net charge-offs or recoveries and growth in the loan portfolio. Accordingly, the amount of the provision for loan losses reflects the necessary increases in the ALL related to newly identified criticized loans, as well as the actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

The provision for loan losses for the second quarter of 2019, was $1.2 million, compared to $990,000 for the second quarter of 2018. For the six months ended June 30, 2019 the provision for loan losses was $1.9 million, compared to $490,000 for the same period last year. This increase for each comparable period was primarily due to loan growth of $232.8 million, or 8% at June 30, 2019, over the last twelve months. The increase in provision for loan losses for the six months ended June 30, 2019, compared to the same period last year, was also due to the favorable resolution of a large commercial real estate loan in the first half of 2018 that was previously on non-accrual, which resulted in the reversal of $968,000 of provision for loan loss expense previously provided for.

The provision for unfunded commitments represents management's estimate of the amount required to reflect the probable inherent losses on outstanding letters and unused lines of credit. The reserve for unfunded commitments is presented within accrued interest and other liabilities on the consolidated statements of condition. Refer to Note 4 of the consolidated financial statements for further discussion.

Please refer to “—Financial Condition—Asset Quality” below for additional discussion regarding the ALL and overall asset quality.

Non-Interest Income

The following table presents the components of non-interest income for the periods indicated:



	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change
(Dollars in thousands)	2019			2018			$			%		2019			2018			$			%
Debit card income	$	2,281		$	2,126		$	155		7	%	$	4,291		$	4,055		$	236		6	%
Service charges on deposit accounts	2,209			2,069			140			7	%	4,232			4,036			196			5	%
Mortgage banking income, net	1,742			1,609			133			8	%	2,994			3,000			(6		)	—	%
Income from fiduciary services	1,545			1,407			138			10	%	2,937			2,690			247			9	%
Brokerage and insurance commissions	732			685			47			7	%	1,317			1,335			(18		)	(1	)%
Bank-owned life insurance	603			609			(6		)	(1	)%	1,197			1,217			(20		)	(2	)%
Customer loan swap fees⁽¹⁾	285			180			105			58	%	810			267			543			203	%
Net gain on sale of securities	27			31			(4		)	(13	)%	27			31			(4		)	(13	)%
Other income	613			785			(172		)	(22	)%	1,621			1,674			(53		)	(3	)%
Total non-interest income	$	10,037		$	9,501		$	536		6	%	$	19,426		$	18,305		$	1,121		6	%
Non-interest income as a percentage of total revenues	24		%	24		%						23		%	24		%


(1)	Customer loan swap fees: The increase for the three and six months ended June 30, 2019, was driven by strong originations of commercial real estate loans that participated in the back-to-back loan swap program of $22.5 million and $63.3 million, respectively, compared to $12.5 million and $21.2 million for the same periods last year.

Non-Interest Expense

The following table presents the components of non-interest expense for the periods indicated:



	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change
(Dollars in thousands)	2019			2018			$			%		2019			2018			$			%
Salaries and employee benefits⁽¹⁾	$	13,461		$	12,728		$	733		6	%	$	26,439		$	25,290		$	1,149		5	%
Furniture, equipment and data processing	2,723			2,549			174			7	%	5,403			5,135			268			5	%
Net occupancy costs	1,639			1,625			14			1	%	3,553			3,498			55			2	%
Consulting and professional fees	974			1,116			(142		)	(13	)%	1,787			1,920			(133		)	(7	)%
Debit card expense	883			776			107			14	%	1,706			1,506			200			13	%
Regulatory assessments	437			501			(64		)	(13	)%	909			1,000			(91		)	(9	)%
Amortization of intangible assets	176			181			(5		)	(3	)%	352			362			(10		)	(3	)%
Other real estate owned and collection costs, net⁽²⁾	409			251			158			63	%	102			326			(224		)	(69	)%
Other expenses	3,256			3,168			88			3	%	6,490			6,162			328			5	%
Total non-interest expense	$	23,958		$	22,895		$	1,063		5	%	$	46,741		$	45,199		$	1,542		3	%
GAAP efficiency ratio	57.58		%	58.73		%						56.39		%	58.94		%
Non-GAAP efficiency ratio	57.27		%	58.39		%						56.07		%	58.57		%

(1) Salaries and employee benefits: The increase for the three and six months ended June 30, 2019, was primarily driven by an increase in the number of employees, annual merit increases, and an increase in employee insurance program costs.

(2)

Other real estate owned and collection costs, net: The increase for the second quarter of 2019, compared to the second quarter of 2018, was largely driven by $360,000 of expense recorded in the second quarter of 2019 pertaining to one matter. Otherwise, OREO and collection costs for the second quarter of 2019 were favorable, compared to the same period last year, driven by continued strong asset quality.

The decrease for the six months ended June 30, 2019, compared to the same period last year, reflects our strong asset quality and certain successes we have had obtaining reimbursement upon settlement of loan-related matters.

FINANCIAL CONDITION

Investments

The Company utilizes the investment portfolio to manage liquidity, interest rate risk, and regulatory capital, as well as to take advantage of market conditions to generate a favorable return on investments without undue risk. The Company’s investment portfolio consists of debt securities we have designated as AFS, debt securities we have designated as HTM and common stock of the FHLBB, FRB and certain banks. Investments increased $6.4 million, or 1%, at June 30, 2019 as compared to December 31, 2018. The increase was attributable to:


•	The purchase of $102.4 million of investments in the first half of 2019.


•	A net increase in the fair value of the AFS debt securities portfolio of $27.8 million driven by the change in general market conditions, specifically a decrease in long-term interest rates at June 30, 2019, compared to December 31, 2018.


•	Partially offset by paydowns and calls of $122.4 million.

Our investments in FHLBB and FRB common stock are carried at cost. These investments are presented within other investments on the consolidated statements of condition. We are required to maintain a level of investment in FHLBB stock based on our level of FHLBB advances, and maintain a level of investment in FRB common stock based on the Bank's capital levels. As of June 30, 2019 and December 31, 2018, our investment in FHLBB stock totaled $5.5 million and $8.6 million, respectively, and our investment in FRB stock was $5.4 million at each date.

The Company monitors its investments for the presence of OTTI. For debt securities, which made up 99% of our investment portfolio at June 30, 2019, the primary consideration in determining OTTI impairment is whether or not the Bank expects to collect all contractual cash flows.

We continuously monitor and evaluate our investment portfolio to identify and assess risks within our portfolio, including, but not limited to, the impact of the current interest rate environment and the related prepayment risk, and review credit ratings. The overall mix of debt securities at June 30, 2019, compared to December 31, 2018, remains relatively unchanged and well positioned to provide a stable source of cash flow. At June 30, 2019, the duration of our debt investment securities portfolio, adjusting for calls when appropriate and consensus prepayment speeds, was 4.0 years, compared to 4.1 years at December 31, 2018. We are currently investing in longer duration debt securities, or those with call protection, to limit prepayment risk and to protect against falling rates.

Loans

We provide loans primarily to customers located within our geographic market area. Our primary market continues to be in Maine, making up 76% and 77% of the loan portfolio as of June 30, 2019 and December 31, 2018, respectively. Massachusetts and New Hampshire are our second and third largest markets that we serve, making up 12% and 6%, respectively, of our total loan portfolio as of June 30, 2019, compared to 10% and 7%, respectively, as of December 31, 2018.

The following table sets forth the composition of our loan portfolio as of the dates indicated:



	June 30, 2019			December 31, 2018			Change
(Dollars in thousands)	June 30, 2019			December 31, 2018			($)			(%)
Residential real estate	$	1,035,792		$	992,866		$	42,926		4	%
Commercial real estate	1,260,639			1,269,533			(8,894		)	(1	)%
Commercial	428,676			381,780			46,896			12	%
Consumer and home equity	347,201			348,387			(1,186		)	—	%
HPFC	28,016			33,656			(5,640		)	(17	)%
Total loans	$	3,100,324		$	3,026,222		$	74,102		2	%
Commercial Loan Portfolio	$	1,717,331		$	1,684,969		$	32,362		2	%
Retail Loan Portfolio	$	1,382,993		$	1,341,253		$	41,740		3	%
Commercial Portfolio Mix	55		%	56		%
Retail Portfolio Mix	45		%	44		%

For the six months ended June 30, 2019, we originated $213.4 million of residential mortgages, with 57% of these originations held in the portfolio, compared to residential mortgage originations of $224.5 million with 53% of the production held in the portfolio, for the same period last year. As we expand our residential mortgage lending teams in Southern Maine and Massachusetts, we are originating more jumbo 1-4 family residential mortgages, including investor-owned 1-4 family residential properties in a first lien position, which are generally held within our loan portfolio.

The commercial real estate loan portfolio decreased during the first half of 2019, despite strong commercial real estate loan production, due to elevated loan prepayments that were twice our normal rate, including a $39.2 million payout financed directly by a government-sponsored entity. We do not anticipate this elevated loan prepayment activity within the commercial real estate loan portfolio to continue through the remainder of 2019.

Asset Quality

Non-Performing Assets. Non-performing assets include non-accrual loans, accruing loans 90 days or more past due, accruing TDRs, and property acquired through foreclosure or repossession. The following table sets forth the make-up and amount of our non-performing assets as of the dates indicated:



(Dollars in thousands)	June 30, 2019			December 31, 2018
Non-accrual loans:
Residential real estate	$	5,566		$	5,492
Commercial real estate	1,590			1,380
Commercial	785			1,279
Consumer and home equity	3,039			1,861
HPFC	465			518
Total non-accrual loans	11,445			10,530
Accruing loans past due 90 days	14			14
Accruing TDRs not included above	3,511			3,893
Total non-performing loans	14,970			14,437
Other real estate owned	130			130
Total non-performing assets	$	15,100		$	14,567
Non-accrual loans to total loans	0.37		%	0.35		%
Non-performing loans to total loans	0.48		%	0.48		%
ALL to non-performing loans	174.77		%	171.17		%
Non-performing assets to total assets	0.34		%	0.34		%
ALL to non-performing assets	173.26		%	169.64		%

Potential Problem Loans. Potential problem loans consist of classified accruing commercial and commercial real estate loans that were between 30 and 89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in a loss. These loans are not included in the above analysis of non-accrual loans. At June 30, 2019, potential problem loans amounted to $2.4 million, or 0.08% of total loans.

Past Due Loans. Past due loans consist of accruing loans that were between 30 and 89 days past due. The following table presents the recorded investment of past due loans at the date indicated:



(Dollars in thousands)	June 30, 2019			December 31, 2018
Accruing loans 30-89 days past due:
Residential real estate	$	2,536		$	4,833
Commercial real estate	3,378			2,130
Commercial	1,400			169
Consumer and home equity	907			1,467
HPFC	171			183
Total	$	8,392		$	8,782
Accruing loans 30-89 days past due to total loans	0.27		%	0.29		%

Allowance for Loan Losses. We use a methodology to systematically measure the amount of estimated loan loss exposure inherent in the loan portfolio for purposes of establishing a sufficient ALL. The ALL is management’s best estimate of the probable loan losses as of the balance sheet date. The ALL is increased by provisions charged to earnings and by recoveries of amounts previously charged-off, and is reduced by charge-offs on loans.

The following table sets forth information concerning the activity in the ALL for the periods indicated:



	At or For The Three Months Ended June 30,						At or For The Six Months Ended June 30,						At or For The Year Ended December 31, 2018
(Dollars in thousands)	2019			2018			2019			2018			At or For The Year Ended December 31, 2018
ALL at the beginning of the period	$	25,201		$	22,990		$	24,712		$	24,171		$	24,171
Provision for loan losses	1,175			990			1,925			490			845
Charge-offs:
Residential real estate	14			85			25			116			173
Commercial real estate	—			86			65			512			512
Commercial	217			127			453			298			736
Consumer and home equity	40			91			64			266			572
HPFC	—			—			—			—			255
Total charge-offs	271			389			607			1,192			2,248
Recoveries:
Residential real estate	2			15			4			15			90
Commercial real estate	3			2			7			15			28
Commercial	49			58			111			120			1,770
Consumer and home equity	4			2			11			49			55
HPFC	—			—			—			—			1
Total recoveries	58			77			133			199			1,944
Net charge-offs	213			312			474			993			304
ALL at the end of the period	$	26,163		$	23,668		$	26,163		$	23,668		$	24,712
Components of allowance for credit losses:
Allowance for loan losses	$	26,163		$	23,668		$	26,163		$	23,668		$	24,712
Liability for unfunded credit commitments	14			16			14			16			22
Balance of allowance for credit losses at end of the period	$	26,177		$	23,684		$	26,177		$	23,684		$	24,734
Net charge-offs (annualized) to average loans	0.03		%	0.04		%	0.03		%	0.07		%	0.01		%
Provision for loan losses (annualized) to average loans	0.15		%	0.14		%	0.13		%	0.04		%	0.03		%
ALL to total loans	0.84		%	0.83		%	0.84		%	0.83		%	0.82		%
ALL to non-performing loans	174.77		%	119.48		%	174.77		%	119.48		%	171.17		%

The determination of an appropriate level of ALL, and subsequent provision for loan losses which affects earnings, is based on our analysis of various economic factors and review of the loan portfolio. During our analysis and review, many factors are considered including, but not limited to, loan growth, payoffs of lower quality loans, recoveries on previously charged-off loans, improvement in the financial condition of the borrowers, risk rating downgrades/upgrades and charge-offs. We utilize a comprehensive approach toward determining the ALL, which includes an expanded risk rating system to assist us in identifying the risks being undertaken.

We believe the ALL of $26.2 million, or 0.84% of total loans and 174.77% of total non-performing loans, at June 30, 2019 was appropriate given the current economic conditions in our service area and the condition of the loan portfolio. However, if conditions deteriorate the provision will likely increase.

Liabilities and Shareholders’ Equity.

Deposits and Borrowings. Total deposits increased 4% since December 31, 2018, to $3.6 billion at June 30, 2019. Strong deposit growth in the first half of 2019 drove a 9% decrease in total borrowings and improved the Company's loan-to-deposit ratio to 86% at June 30, 2019, compared to 87% at December 31, 2018.


•	In the first half of 2019, core deposits grew 1% and CDs grew 23%. In the second quarter of 2019, one large depositor shifted $70.0 million of funding from interest checking to CDs. Adjusted for this shift of funding between deposit accounts, core deposits grew 4% and CDs grew 8% over the first half of 2019.

Shareholders' Equity. On January 22, 2019, the Company's Board of Directors authorized the purchase of up to 775,000 shares of our common stock, representing approximately 5.0% of our issued and outstanding shares as of December 31, 2018. The repurchase program will terminate upon the earlier of (i) reaching the authorized share repurchase amount, (ii) vote by the Board of Directors to terminate the plan, or (iii) one year. As of June 30, 2019, 166,778 shares of Company common stock were repurchased at an average price of $42.62 per share and 608,222 shares were available for repurchase.

The following table presents certain information regarding shareholders’ equity as of or for the periods indicated:



	At or For The Six Months Ended June 30,						At or For The Year Ended December 31, 2018
	2019			2018			At or For The Year Ended December 31, 2018
Financial Ratios
Average equity to average assets	10.29		%	9.89		%	9.93		%
Common equity ratio	10.52		%	9.75		%	10.14		%
Tangible common equity ratio (non-GAAP)	8.49		%	7.56		%	8.02		%
Dividend payout ratio	34.09		%	34.29		%	33.85		%
Per Share Data
Book value per share	$	30.26		$	26.25		$	27.95
Tangible book value per share(non-GAAP)	23.88			19.87			21.61
Dividends declared per share	0.60			0.55			1.15

Refer to "Capital Resources" and Note 10 of the consolidated financial statements for further discussion of the Company and Bank's capital resources and regulatory capital requirements.

LIQUIDITY

Our liquidity needs require the availability of cash to meet the withdrawal demands of depositors and credit commitments to borrowers. Liquidity is defined as our ability to maintain availability of funds to meet customer needs, as well as to support our asset base. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. Due to the potential for unexpected fluctuations in both deposits and loans, active management of liquidity is necessary. We maintain various sources of funding and levels of liquid assets in excess of regulatory guidelines in order to satisfy their varied liquidity demands. We monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. As of June 30, 2019 and December 31, 2018, our level of liquidity exceeded target levels. We believe that we currently have appropriate liquidity available to respond to liquidity demands. Sources of funds that we utilize consist of deposits, borrowings from the FHLBB and other sources, cash flows from operations, prepayments and maturities of outstanding loans, investments and mortgage-backed securities and the sale of mortgage loans.

Deposits continue to represent our primary source of funds. For the six months ended June 30, 2019, average deposits (excluding brokered deposits) of $3.1 billion increased $375.9 million, or 14%, compared to the same period last year. Average core deposits of $2.6 billion for the six months ended June 30, 2019, increased $368.1 million, or 16%, compared to the same period a year ago. Included within our average money market deposits for the six months ended June 30, 2019, were $67.8 million of deposits from the Bank's wealth management department, Camden National Wealth Management, which represent client funds. These deposits fluctuate with changes in the portfolios of the clients of Camden National Wealth Management.

Borrowings are used to supplement deposits as a source of liquidity. In addition to borrowings and advances from the FHLBB, we utilize brokered deposits, purchase federal funds, and sell securities under agreements to repurchase. For the six

months ended June 30, 2019, average total borrowings (including brokered deposits) decreased $149.5 million, or 17%, to $720.0 million compared to the same period last year. We secure borrowings from the FHLBB with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. Customer repurchase agreements are secured by mortgage-backed securities and government-sponsored enterprises. Through the Bank, we have available lines of credit with the FHLBB of $9.9 million, with a correspondent bank of $50.0 million, and with the FRB Discount Window of $109.1 million as of June 30, 2019. The Company also has a $10.0 million line of credit with a correspondent bank that matures on December 20, 2019.

We believe our investment portfolio and residential loan portfolio provide a significant amount of contingent liquidity that could be accessed in a reasonable time period through sales of those portfolios. We also believe that we have additional untapped access to the brokered deposit market, the wholesale reverse repurchase transaction market and the FRB discount window. These sources are considered as liquidity alternatives in our contingent liquidity plan. We believe that the level of liquidity is sufficient to meet current and future funding requirements; however, changes in economic conditions, including consumer saving habits and the availability or access to the national brokered deposit and wholesale repurchase markets, could significantly impact our liquidity position.

CAPITAL RESOURCES

As part of our goal to operate a safe, sound and profitable financial organization, we are committed to maintaining a strong capital base. Shareholders’ equity totaled $467.8 million and $435.8 million at June 30, 2019 and December 31, 2018, respectively, which amounted to 11% and 10% of total assets as of the respective dates. Refer to "— Financial Condition — Liabilities and Shareholders' Equity" for discussion regarding changes in shareholders' equity for the six months ended June 30, 2019.

Our principal cash requirement is the payment of dividends on our common stock, as and when declared by the Company's Board of Directors. We declared dividends to shareholders in the aggregate amount of $9.3 million and $8.6 million for the six months ended June 30, 2019 and 2018, respectively. The Company's Board of Directors approves cash dividends on a quarterly basis after careful analysis and consideration of various factors, including the following: (i) capital position relative to total assets, (ii) risk-based assets, (iii) total classified assets, (iv) economic conditions, (v) growth rates for total assets and total liabilities, (vi) earnings performance and projections and (vii) strategic initiatives and related capital requirements. All dividends declared and distributed by the Company have been and will be in compliance with applicable state corporate law and regulatory requirements.

We are primarily dependent upon the payment of cash dividends by the Bank, our wholly-owned subsidiary, to service our commitments. We, as the sole shareholder of the Bank, are entitled to dividends, when and as declared by the Bank's Board of Directors from legally available funds. For the six months ended June 30, 2019 and 2018, the Bank declared dividends payable to the Company in the amount of $14.4 million and $12.9 million, respectively. Under regulations prescribed by the OCC, the Bank may not declare dividends in excess of the Bank’s net income for the current year plus its retained net income for the prior two years without prior approval from the OCC. If we are required to use dividends from the Bank to service unforeseen commitments in the future, we may be required to reduce the dividends paid to our shareholders going forward.

Our share repurchase program is an important part of our capital management strategy. As of June 30, 2019, we repurchased 166,778 shares of the Company's common stock at a weighted average price of $42.62 per share, and 608,222 shares remained available under the program authorized by the Board of Directors on January 22, 2019, which authorizes the purchase of up to 775,000 shares. The repurchase program will terminate upon the earlier of (i) reaching the authorized share repurchase amount, (ii) vote by the Board of Directors to terminate the plan, or (iii) one year.

Please refer to Note 10 of the consolidated financial statements for discussion and details of the Company and Bank's regulatory capital requirements. At June 30, 2019 and December 31, 2018, the Company and Bank exceeded all regulatory capital requirements, and the Bank continues to meet the capital requirements to be classified as "well capitalized" under applicable prompt corrective action provisions.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS

Off-Balance Sheet Financial Instruments

Credit Commitments and Standby Letters of Credit. In the normal course of business, we are a party to credit related financial instruments with off-balance sheet risk, which are not reflected in the consolidated statements of condition. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of condition. We follow the same credit policies in making commitments to extend credit and conditional obligations as we do for on-balance sheet instruments, including requiring similar collateral or other security to support financial instruments with credit risk. Our exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. Since many of the commitments are expected to expire without being drawn upon, the total amount does not necessarily represent future cash requirements. In the event of nonperformance by the borrower, we are entitled to underlying collateral, as applicable, which generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate.

Derivatives. We use derivative financial instruments for risk management purposes (primarily interest rate risk) and not for trading or speculative purposes. We control the credit risk of these instruments through collateral, credit approvals and monitoring procedures. Additionally, as part of our normal mortgage origination process, we provide the borrower with the option to lock their interest rate based on current market prices. During the period from commitment date to the loan closing date, we are subject to the risk of interest rate change. In an effort to mitigate such risk, we may enter into forward delivery sales commitments, typically on a best-efforts basis, with certain approved investors. We account for interest rate lock commitments on loans that will be held for sale as derivative instruments. Furthermore, we record a derivative for our best-effort forward delivery commitments upon origination of a loan identified as held for sale. Should we enter into a forward delivery commitment on a mandatory delivery arrangement with an investor, we account for the forward delivery commitment as a derivative upon execution of the mandatory delivery contract.

Hedge Instruments. From time to time, we may enter into derivative instruments as partial hedges against large fluctuations in interest rates. We may also enter into fixed-rate interest rate swaps and floor instruments to partially hedge against potentially lower yields on the variable prime rate loan category in a declining rate environment. If interest rates were to decline, resulting in reduced income on the adjustable rate loans, there would be an increased income flow from the interest rate swap and floor instrument. We may also enter into variable rate interest rate swaps and cap instruments to partially hedge against increases in short-term borrowing rates. If interest rates were to rise, resulting in an increased interest cost, there would be an increased income flow from the interest rate swaps and cap instruments. These financial instruments are factored into our overall interest rate risk position. We regularly review the credit quality of the counterparty from which the instruments have been purchased.

Refer to Note 8 of the consolidated financial statements for additional details.

At June 30, 2019, we had the following levels of off-balance sheet financial instruments:



(In thousands)	Total Amount		Commitment Expires in:
Off-Balance Sheet Financial Instruments	Committed		<1 Year		1 – 3 Years		3 – 5 Years		>5 Years
Commitments to extend credit	$	737,371	$	311,117	$	76,400	$	12,789	$	337,065
Standby letters of credit	5,887		4,156		458		—		1,273
Customer loan swaps - notional value	818,514		—		15,177		78,446		724,891
Interest rate swap on loans - notional value	100,000		—		—		100,000		—
Junior subordinated debt interest rate swaps - notional value	43,000		—		10,000		—		33,000
Fixed-rate mortgage interest rate lock commitments - notional value	34,814		34,814		—		—		—
Forward delivery commitments - notional value	13,088		13,088		—		—		—
Total	$	1,752,674	$	363,175	$	102,035	$	191,235	$	1,096,229

Contractual Obligations and Commitments

We are a party to several contractual obligations through lease agreements on a number of branches. Effective January 1, 2019, we adopted ASU 2016-02, Leases. In conjunction with the adoption of the new lease accounting standard, renewal options within the various lease contracts, as applicable, were considered to determine the lease term and estimate the contractual obligation and commitment for the Company's operating and finance leases. Furthermore, certain lease contracts of the Company contain language that subject its rent payment to variability, such as those tied to an index or change in an index. As a result, the future contractual obligation and commitment may materially differ from that estimated and disclosed within the table below. Upon adoption of the new lease accounting standard, the Company's estimated lease liability for its various operating and finance leases was reported within other liabilities on our consolidated statements of condition. Please refer to Notes 2 and 5 of the consolidated financial statements for discussion and details of our leases.

We enter into agreements routinely as part of our normal business to manage deposits and borrowings.

At June 30, 2019, we had an obligation and commitment to make future payments under each of these contracts as follows:



(In thousands)	Total Amount		Payments Due per Period
Contractual obligations and commitments	Committed		<1 Year		1 – 3 Years		3 – 5 Years		>5 Years
Operating leases	$	17,256	$	1,414	$	2,565	$	2,445	$	10,832
Finance leases	2,879		174		348		348		2,009
FHLBB advances - other	10,000		10,000		—		—		—
Retail repurchase agreements	241,647		241,647		—		—		—
Junior subordinated debentures	44,331		—		—		—		44,331
Subordinated debentures	14,660		—		—		—		14,660
Other contractual obligations	1,576		1,576		—		—		—
Total	$	332,349	$	254,811	$	2,913	$	2,793	$	71,832

Borrowings from the FHLBB consist of short- and long-term fixed and variable rate borrowings that are collateralized by all stock in the FHLBB and a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one-to four-family properties, certain pledged investment securities and other qualified assets.

We have an obligation and commitment to repay all short- and long-term borrowings. These commitments and borrowings and the related payments are made during the normal course of business.

RISK MANAGEMENT

The Company’s Board of Directors and management have identified significant risk categories which affect the Company. The risk categories include: credit; liquidity; market; interest rate; capital; operational and technology, including cybersecurity; vendor and third party; people and compensation; compliance and legal; and strategic alignment and reputation. The Board of Directors has approved an Enterprise Risk Management ("ERM") Policy that addresses each category of risk. The direct oversight and responsibility for the Company's risk management program has been delegated to the Company's Executive Vice President of Risk Management, who is a member of the Executive Committee and reports directly to the Chief Executive Officer.

For the six months ended June 30, 2019, there have been no material changes to the Company's risk categories and risk management policies as described in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Interest rate risk

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with our financial instruments also change, thereby impacting net interest income, the primary component of our earnings. Board ALCO and Management ALCO utilize the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While

Board ALCO and Management ALCO routinely monitor simulated net interest income sensitivity over a rolling two-year horizon, they also utilize additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on our consolidated statements of condition, as well as for derivative financial instruments. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one- and two-year horizon, assuming no balance sheet growth, given a 200 basis point upward and downward shift in interest rates. Although our policy specifies a downward shift of 200 basis points, this would result in negative rates as many deposit and funding rates are below 2.00%. During the last few years, our downward shift has been 100 basis points. Starting in the third quarter of 2018, we resumed running a downward shift of 200 basis points. A parallel and pro rata shift in rates over a 12-month period is assumed. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual change of rates and a “rate shock” have on earnings expectations. In the down 100 and 200 basis points scenario, Federal Funds and Treasury yields are floored at 0.01% while Prime is floored at 3.00%. All other market rates are floored at 0.25%.

As of June 30, 2019 and 2018, our net interest income sensitivity analysis reflected the following changes to net interest income assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the ALCO simulation horizon.



	Estimated Changes In Net Interest Income
Rate Change from Year 1 — Base	June 30, 2019		June 30, 2018
Year 1
+200 basis points	(0.49	)%	0.03	%
-100 basis points	(0.47	)%	(0.65	)%
-200 basis points⁽¹⁾	(1.07	)%	Not measured
Year 2
+200 basis points	5.10	%	8.69	%
-100 basis points	(2.81	)%	(2.21	)%
-200 basis points⁽¹⁾	(8.40	)%	Not measured


(1)	The down 200 basis point scenario was not performed as part of the Company's June 30, 2018 net interest income sensitivity analysis given market interest rates at that time.

The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits and reinvestment/replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

If rates remain at or near current levels, net interest income is projected to increase marginally as assets redeploy into higher yields while funding costs remain relatively unchanged. Beyond the first year, net interest income increases slightly. If rates decrease 200 basis points, net interest income is projected to trend slightly below current levels as funding cost reductions mitigate asset yield pressure. In the second year, net interest income is projected to continue to decrease as loans and investment cash flow reprice into lower yields as prepayments increase while reduction in the cost of funds is exhausted. If rates increase 200 basis points, net interest income is projected to decrease slightly in the first year due to pressure on funding costs outpacing asset yields. In the second year, net interest income is projected to continue to increase as loan and investment yields continue to reprice/reset into higher yields and funding cost increases subside.

Periodically, if deemed appropriate, we use interest rate swaps, floors and caps, which are common derivative financial instruments, to hedge our interest rate risk position. The Board of Directors has approved hedging policy statements governing the use of these instruments. As of June 30, 2019, we had $43.0 million notional principal amount of interest rate swap agreements related to the junior subordinated debentures, $100.0 million of notional interest rate swap agreements to mitigate exposure to falling interest rates, and $409.3 million of notional interest rate swap agreements related to our commercial loan level derivative program with both our commercial customers and a corresponding swap dealer. The Board and Management

ALCO monitor derivative activities relative to their expectations and our hedging policies. Refer to Note 8 for further discussion of these derivative instruments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Information required by this Item 3 is included in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management."

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management conducted an evaluation with the participation of the Company’s Chief Executive Officer and Chief Financial Officer (Principal Financial & Accounting Officer), regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal quarter covered by this report. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer (Principal Financial & Accounting Officer) concluded that they believe the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There was no change in the internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that based on the information currently available the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position as a whole.

ITEM 1A. RISK FACTORS

There have been no material changes to the Company's Risk Factors described in Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



Exhibit No.		Definition
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2*		Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		XBRL (Extensible Business Reporting Language). The following materials from Camden National Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, formatted in XBRL: (i) Consolidated Statements of Condition - June 30, 2019 and December 31, 2018; (ii) Consolidated Statements of Income - Three and Six Months Ended June 30, 2019 and 2018; (iii) Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2019 and 2018; (iv) Consolidated Statements of Changes in Shareholders’ Equity - Three and Six Months Ended June 30, 2019 and 2018; (v) Consolidated Statements of Cash Flows - Six Months Ended June 30, 2019 and 2018; and (vi) Notes to the Unaudited Consolidated Financial Statements.
*		Filed herewith.
**		Furnished herewith.

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.



CAMDEN NATIONAL CORPORATION
(Registrant)

/s/ Gregory A. Dufour		August 8, 2019
Gregory A. Dufour		Date
President and Chief Executive Officer (Principal Executive Officer)

/s/ Deborah A. Jordan		August 8, 2019
Deborah A. Jordan		Date
Chief Operating Officer, Chief Financial Officer and Principal Financial & Accounting Officer