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CAMDEN NATIONAL CORP - Quarter Report: 2022 June (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
      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)
 
Maine01-0413282
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
  
2 ELM STREETCAMDENME04843
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueCACThe 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 filerAccelerated filer
Non-accelerated filerSmaller 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
 
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 29, 2022: Common stock (no par value) 14,625,228 shares.



CAMDEN NATIONAL CORPORATION

 FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT

  PAGE
PART I.  FINANCIAL INFORMATION 
ITEM 1.FINANCIAL STATEMENTS 
 Consolidated Statements of Condition (unaudited) - June 30, 2022 and December 31, 2021
 Consolidated Statements of Income (unaudited) - Three and Six Months Ended June 30, 2022 and 2021
 Consolidated Statements of Comprehensive (Loss) Income (unaudited) - Three and Six Months Ended June 30, 2022 and 2021
 Consolidated Statements of Changes in Shareholders’ Equity (unaudited) - Three and Six Months Ended June 30, 2022 and 2021
 Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 30, 2022 and 2021
 Notes to the Unaudited Consolidated Financial Statements
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 4.CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION 
ITEM 1.LEGAL PROCEEDINGS
ITEM 1A.RISK FACTORS
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 5.OTHER INFORMATION
ITEM 6.EXHIBITS
SIGNATURES
2


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CONDITION
(unaudited)
(In thousands, except number of shares)June 30,
 2022
December 31,
 2021
ASSETS  
Cash and due from banks$48,927 $38,902 
Interest-bearing deposits in other banks (including restricted cash)27,496 181,723 
Total cash, cash equivalents and restricted cash76,423 220,625 
Investments:  
Trading securities3,808 4,428 
Available-for-sale securities, at fair value (amortized cost of $864,600 and $1,508,981, respectively)
788,123 1,507,486 
Held-to-maturity securities, at amortized cost (fair value of $537,538 and $1,380, respectively)
546,520 1,291 
Other investments14,431 10,280 
Total investments1,352,882 1,523,485 
Loans held for sale, at fair value (book value of $3,380 and $5,786, respectively)
3,340 5,815 
Loans3,724,227 3,431,474 
Less: allowance for credit losses on loans(34,244)(33,256)
Net loans3,689,983 3,398,218 
Goodwill94,697 94,697 
Core deposit intangible assets1,876 2,188 
Bank-owned life insurance 98,386 97,241 
Premises and equipment, net36,876 37,775 
Deferred tax assets47,247 19,210 
Other assets64,786 101,102 
Total assets$5,466,496 $5,500,356 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Liabilities  
Deposits:  
Non-interest checking$1,228,146 $1,279,565 
Interest checking1,448,408 1,351,736 
Savings and money market1,470,720 1,459,472 
Certificates of deposit296,408 309,648 
Brokered deposits83,379 208,468 
Total deposits4,527,061 4,608,889 
Short-term borrowings371,502 211,608 
Subordinated debentures44,331 44,331 
Accrued interest and other liabilities77,221 94,234 
Total liabilities5,020,115 4,959,062 
Commitments and Contingencies
Shareholders’ Equity  
Common stock, no par value: authorized 40,000,000 shares, issued and outstanding 14,625,041 and 14,739,956 shares on June 30, 2022 and December 31, 2021, respectively
116,825 123,111 
Retained earnings444,522 424,412 
Accumulated other comprehensive loss(114,966)(6,229)
Total shareholders’ equity446,381 541,294 
Total liabilities and shareholders’ equity$5,466,496 $5,500,356 







The accompanying notes are an integral part of these consolidated financial statements.
3


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)2022202120222021
Interest Income  
Interest and fees on loans$33,121 $30,865 $65,156 $61,425 
Taxable interest on investments
5,850 4,376 11,639 8,205 
Nontaxable interest on investments770 763 1,534 1,491 
Dividend income106 102 212 207 
Other interest income183 160 347 326 
Total interest income40,030 36,266 78,888 71,654 
Interest Expense    
Interest on deposits2,510 1,921 4,343 3,984 
Interest on borrowings454 176 585 332 
Interest on subordinated debentures532 640 1,061 1,445 
Total interest expense3,496 2,737 5,989 5,761 
Net interest income36,534 33,529 72,899 65,893 
Provision (credit) for credit losses2,345 (3,403)1,270 (5,359)
Net interest income after provision (credit) for credit losses34,189 36,932 71,629 71,252 
Non-Interest Income    
Debit card income3,213 3,112 6,137 5,848 
Service charges on deposit accounts1,931 1,517 3,764 3,056 
Income from fiduciary services1,681 1,707 3,312 3,233 
Mortgage banking income, net1,517 2,598 2,551 9,707 
Brokerage and insurance commissions1,272 939 2,266 1,892 
Bank-owned life insurance569 591 1,145 1,185 
Net loss on sale of securities (9)— (9)— 
Other income967 856 1,800 1,614 
Total non-interest income11,141 11,320 20,966 26,535 
Non-Interest Expense    
Salaries and employee benefits15,402 15,318 30,908 29,840 
Furniture, equipment and data processing3,202 2,947 6,334 5,974 
Net occupancy costs1,806 1,805 3,950 3,756 
Consulting and professional fees1,293 997 2,300 1,860 
Debit card expense1,134 1,074 2,200 2,060 
Regulatory assessments515 487 1,170 990 
Amortization of core deposit intangible assets157 164 313 328 
Other real estate owned and collection costs (recoveries), net38 (25)(47)(216)
Other expenses3,009 2,823 5,637 5,897 
Total non-interest expense26,556 25,590 52,765 50,489 
Income before income tax expense18,774 22,662 39,830 47,298 
Income Tax Expense3,748 4,519 8,009 9,415 
Net Income$15,026 $18,143 $31,821 $37,883 
Per Share Data    
Basic earnings per share$1.02 $1.21 $2.16 $2.53 
Diluted earnings per share$1.02 $1.21 $2.15 $2.52 
Cash dividends declared per share$0.40 $0.36 $0.80 $0.72 
Weighted average number of common shares outstanding14,651,851 14,943,486 14,696,323 14,930,017 
Diluted weighted average number of common shares outstanding14,704,651 15,007,471 14,757,062 14,994,138 






The accompanying notes are an integral part of these consolidated financial statements.  
4


CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)2022202120222021
Net Income$15,026 $18,143 $31,821 $37,883 
Other comprehensive (loss) income: 
Net change in unrealized gain (loss) on debt securities, net of tax(42,053)2,296 (114,864)(15,213)
Net change in unrealized gain (loss) on cash flow hedging derivatives, net of tax 2,819 

(2,364)

5,764 

2,800 
Net change in other comprehensive income for supplemental executive retirement plan and other postretirement benefit plan, net of tax181 171 363 341 
Other comprehensive (loss) income(39,053)103 (108,737)(12,072)
Comprehensive (Loss) Income$(24,027)$18,246 $(76,916)$25,811 
 










































The accompanying notes are an integral part of these consolidated financial statements.
5


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
Three Months Ended
 Common StockRetained
Earnings
Accumulated
Other Comprehensive
Income (Loss)
Total Shareholders’
Equity
(In thousands, except number of shares and per share data)
Shares
Outstanding
Amount
Balance at March 31, 202114,928,434 $131,695 $391,860 $8,565 $532,120 
Net income— — 18,143 — 18,143 
Other comprehensive income, net of tax— — — 103 103 
Stock-based compensation expense— 811 — — 811 
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings
22,633 (228)— — (228)
Cash dividends declared ($0.36 per share)
— — (5,401)— (5,401)
Balance at June 30, 202114,951,067 $132,278 $404,602 $8,668 $545,548 
Balance at March 31, 202214,746,410 $123,012 $435,347 $(75,913)482,446 
Net income— — 15,026 — 15,026 
Other comprehensive loss, net of tax— — — (39,053)(39,053)
Stock-based compensation expense— 893 — — 893 
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings
27,101 (276)— — (276)
Common stock repurchased(148,470)(6,804)— — (6,804)
Cash dividends declared ($0.40 per share)
— — (5,851)— (5,851)
Balance at June 30, 202214,625,041 $116,825 $444,522 $(114,966)$446,381 

Six Months Ended
 Common StockRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Total Shareholders’
Equity
(In thousands, except number of shares and per share data)
Shares
Outstanding
Amount
Balance at December 31, 202014,909,097 $131,072 $377,502 $20,740 $529,314 
Net income— — 37,883 — 37,883 
Other comprehensive loss, net of tax— — — (12,072)(12,072)
Stock-based compensation expense— 1,514 — — 1,514 
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings
41,970 (308)— — (308)
Cash dividends declared ($0.72 per share)
— — (10,783)— (10,783)
Balance at June 30, 202114,951,067 $132,278 $404,602 $8,668 $545,548 
Balance at December 31, 202114,739,956 $123,111 $424,412 $(6,229)$541,294 
Net income— — 31,821 — 31,821 
Other comprehensive loss, net of tax— — — (108,737)(108,737)
Stock-based compensation expense— 1,517 — — 1,517 
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings
46,641 (390)— — (390)
Common stock repurchased(161,556)(7,413)— — (7,413)
Cash dividends declared ($0.80 per share)
— — (11,711)— (11,711)
Balance at June 30, 202214,625,041 $116,825 $444,522 $(114,966)$446,381 















The accompanying notes are an integral part of these consolidated financial statements.
6


CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
June 30,
(In thousands)20222021
Operating Activities  
Net Income$31,821 $37,883 
Adjustments to reconcile net income to net cash provided by operating activities:  
Originations of mortgage loans held for sale(91,275)(277,778)
Proceeds from the sale of mortgage loans95,846 312,474 
Gain on sale of mortgage loans, net of origination costs(2,165)(9,084)
Provision (credit) for credit losses1,270 (5,359)
Depreciation and amortization expense1,774 1,826 
Investment securities amortization and accretion, net2,166 3,733 
Stock-based compensation expense1,517 1,514 
Amortization of core deposit intangible assets313 328 
Purchase accounting accretion, net(126)(435)
Net decrease in derivative collateral posted30,470 22,090 
Decrease in other assets1,265 3,385 
Decrease in other liabilities(3,361)(6,072)
Net cash provided by operating activities69,515 84,505 
Investing Activities 
Proceeds from available-for-sale debt securities130,634 175,036 
Purchase of available-for-sale debt securities(80,868)(482,156)
Proceeds from paydowns of held-to-maturity securities371 — 
Purchase of held-to-maturity securities(24,502)— 
Net increase in loans(293,288)(66,366)
Purchase of Federal Home Loan Bank stock(14,840)(12)
Proceeds from sale of Federal Home Loan Bank stock10,689 1,329 
Purchase of premises and equipment(952)(1,176)
Recoveries of previously charged-off loans374 208 
Proceeds from the sale of other real estate owned287 465 
Net cash used in investing activities(272,095)(372,672)
Financing Activities
Net (decrease) increase in deposits(81,828)288,870 
Net proceeds from borrowings less than 90 days159,894 7,974 
Repayments of Federal Home Loan Bank long-term advances— (25,000)
Repayment of subordinated debt— (15,000)
Common stock repurchases(7,413)(11)
Exercise of stock options and issuance of restricted stock, net of repurchase for tax withholdings
(390)(308)
Cash dividends paid on common stock(11,805)(10,323)
Finance lease payments(80)(76)
Net cash provided by financing activities58,378 246,126 
Net decrease in cash, cash equivalents and restricted cash(144,202)(42,041)
Cash, cash equivalents, and restricted cash at beginning of period220,625 145,774 
Cash, cash equivalents and restricted cash at end of period$76,423 $103,733 
Supplemental information 
Transfer from available-for-sale securities to held-to-maturity securities1
$592,438 $— 
Interest paid5,858 5,874 
Income taxes paid4,811 10,294 
Transfer from premises to other real estate owned— 204 
(1)    During the three months ended June 30, 2022, the Company transferred securities from available-for-sale to held-to-maturity in a non-cash transaction. The amount of $592.4 million was the amortized cost basis of the securities as of the date of transfer. The fair value of the securities at the date of transfer was $520.3 million. The net pretax unrealized losses of $72.1 million was included in AOCI. Refer to Note 3 for further details.


The accompanying notes are an integral part of these consolidated financial statements.
7


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, 2022 and December 31, 2021, the consolidated statements of income for the three and six months ended June 30, 2022 and 2021, the consolidated statements of comprehensive (loss) income for the three and six months ended June 30, 2022 and 2021, the consolidated statements of changes in shareholders' equity for the three and six months ended June 30, 2022 and 2021, and the consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. 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") and Property A, Inc. as of and for the three and six months ended June 30, 2022 and 2021). 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 may have been made to prior period amounts to conform to the current period presentation. Any 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, 2022, 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, 2021.

8


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.
AcronymDescriptionAcronymDescription
AFS:Available-for-saleFRBB:Federal Reserve Bank of Boston
ALCO:Asset/Liability CommitteeGAAP:Generally accepted accounting principles in the United States
ACL:Allowance for credit lossesGDP:Gross domestic product
AOCI:Accumulated other comprehensive income (loss)HPFC:Healthcare Professional Funding Corporation, a wholly-owned subsidiary of Camden National Bank
ASC:Accounting Standards CodificationHTM:Held-to-maturity
ASU:Accounting Standards UpdateIRS:Internal Revenue Service
Bank:Camden National Bank, a wholly-owned subsidiary of Camden National CorporationLGD:Loss given default
BOLI:Bank-owned life insuranceLIBOR:London Interbank Offered Rate
Board ALCO:Board of Directors' Asset/Liability CommitteeLTIP:Long-Term Performance Share Plan
CARES Act:Coronavirus Aid, Relief, and Economic Security Act, signed into law in March 2020 in response to COVID-19Management ALCO:Management Asset/Liability Committee
CCTA:Camden Capital Trust A, an unconsolidated entity formed by Camden National CorporationMBS:Mortgage-backed security
CDs:Certificate of depositsMSPP:Management Stock Purchase Plan
CECL:Current Expected Credit LossesN/A:Not applicable
Company:Camden National CorporationN.M.:Not meaningful
CMO:Collateralized mortgage obligationOCC:Office of the Comptroller of the Currency
CUSIP:Committee on Uniform Securities Identification ProceduresOCI:Other comprehensive income (loss)
DCRP:Defined Contribution Retirement PlanOREO:Other real estate owned
EPS:Earnings per shareOTTI:Other-than-temporary impairment
FASB:Financial Accounting Standards BoardPD:Probability of default
FDIC:Federal Deposit Insurance CorporationSBA:U.S. Small Business Administration
FHLB:Federal Home Loan BankSBA PPP:U.S. Small Business Administration Paycheck Protection Program
FHLBB:Federal Home Loan Bank of BostonSERP:Supplemental executive retirement plans
FHLMC:Federal Home Loan Mortgage CorporationSOFR:Secured Overnight Financing Rate
FNMA:Federal National Mortgage AssociationTDR:Troubled-debt restructured loan
FOMC:Federal Open Market CommitteeUBCT:Union Bankshares Capital Trust I, an unconsolidated entity formed by Union Bankshares Company that was subsequently acquired by Camden National Corporation
FRB:Federal Reserve System Board of GovernorsU.S.:United States of America

9


NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

The following provides a brief description of recently issued accounting pronouncements that have yet to be adopted by the Company:

ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). The FASB issued ASU 2022-02 to provide new guidance on TDRs and write-offs for entities that have adopted ASU 2016-13. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the effect of ASU 2022-02 on its consolidated financial statements and does not anticipate a material impact upon adoption.

ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method ("ASU 2022-01"). The FASB issued ASU 2022-01 to amend ASU 2017-12, which was adopted by the Company in 2018. This amendment renames the "last-of-layer" method to the "portfolio layer" method, permits non-repayable financial assets to be included in a closed portfolio hedged using the portfolio layer method, and provides additional guidance for entities that apply the portfolio layer method of hedge accounting in accordance with Topic 815. The amendment is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the amendment and does not anticipate a material impact on its consolidated financial statements upon adoption of this guidance.

NOTE 3 – INVESTMENTS

Trading Securities

Trading securities are reported on the Company's consolidated statements of condition at fair value. As of June 30, 2022 and December 31, 2021, the fair value of the Company's trading securities were $3.8 million and $4.4 million, respectively. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company's deferred compensation plan for eligible employees and directors.

AFS Debt Securities

AFS debt securities are reported on the Company's consolidated statements of condition at fair value. The following table summarizes the amortized cost, estimated fair value, and unrealized gains (losses) of AFS debt securities, as of the dates indicated:
(In thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
June 30, 2022    
Obligations of states and political subdivisions$54,004 $62 $(320)$53,746 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises642,019 91 (65,644)576,466 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
145,457 (8,890)136,570 
Subordinated corporate bonds
23,120 35 (1,814)21,341 
Total AFS debt securities$864,600 $191 $(76,668)$788,123 
December 31, 2021    
Obligations of U.S. government-sponsored enterprises$8,585 $— $(241)$8,344 
Obligations of states and political subdivisions112,086 5,392 — 117,478 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises1,003,869 7,856 (11,468)1,000,257 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises361,781 2,835 (5,767)358,849 
Subordinated corporate bonds22,660 152 (254)22,558 
Total AFS debt securities$1,508,981 $16,235 $(17,730)$1,507,486 

As of June 30, 2022 and December 31, 2021, there was no allowance carried on AFS debt securities.
10


During June of 2022, the Company transferred securities with a fair value of $520.3 million from AFS to HTM. The unrealized losses on the AFS debt securities at the time of the transfer were $72.1 million, pre-tax, and were reported within AOCI. These unrealized losses will be amortized over the remaining life of the securities. At June 30, 2022, the net unrealized losses on the transferred securities reported within AOCI were $56.0 million, net of a deferred tax asset of $15.3 million.

The net unrealized losses on AFS debt securities reported within AOCI at June 30, 2022, were $60.0 million, net of a deferred tax asset of $16.4 million. The net unrealized losses on AFS debt securities reported within AOCI at December 31, 2021, were $1.2 million, net of a deferred tax asset of $321,000.

The following table details the Company's sales of AFS debt securities for the periods indicated below:
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)2022202120222021
Proceeds from sales of investments$8,723 $— $8,723 $— 
Gross realized gains
13 — 13 — 
Gross realized losses(22)— (22)— 

The following table presents the Company's AFS debt securities with gross unrealized losses, for which an ACL has not been recorded, segregated by the length of time the securities have been in a continuous loss position, as of the dates indicated:  
 Less Than 12 Months12 Months or MoreTotal
(In thousands, except number of holdings)
Number of
Holdings
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
June 30, 2022      
Obligations of states and political subdivisions78 $39,703 $(320)$— $— $39,703 $(320)
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises170 500,257 (53,944)70,192 (11,700)$570,449 (65,644)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises76 99,345 (5,562)34,506 (3,328)133,851 (8,890)
Subordinated corporate bonds11 15,453 (1,668)1,853 (146)17,306 (1,814)
Total AFS debt securities335 $654,758 $(61,494)$106,551 $(15,174)$761,309 $(76,668)
December 31, 2021      
Obligations of U.S. government-sponsored enterprises$8,344 $(241)$— $— $8,344 $(241)
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises113 659,851 (8,999)61,978 (2,469)721,829 (11,468)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises56 191,456 (4,602)38,117 (1,165)229,573 (5,767)
Subordinated corporate bonds11,932 (232)979 (22)12,911 (254)
Total AFS debt securities180 $871,583 $(14,074)$101,074 $(3,656)$972,657 $(17,730)

For the three and six months ended June 30, 2022 and 2021, the unrealized losses on the Company's AFS debt securities have not been recognized into income because management does not intend to sell and it is not more-likely-than-not it will be
11


required to sell any of the AFS debt securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in interest rates and other market conditions and not reflective of credit events. The issuers continue to make timely principal and interest payments on the bonds.

At June 30, 2022 and December 31, 2021, total accrued interest receivable on AFS debt securities, which has been excluded from reported amortized cost basis on AFS debt securities, was $1.9 million and $3.4 million, respectively, and was reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

The amortized cost and estimated fair values of the Company's AFS debt securities by contractual maturity at June 30, 2022, 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. Mortgage-related securities are shown in total, as their maturities are highly variable.
(In thousands)Amortized
Cost
Fair
Value
Due in one year or less$1,217 $1,222 
Due after one year through five years9,227 8,762 
Due after five years through ten years63,681 62,078 
Due after ten years2,999 3,025 
Subtotal77,124 75,087 
Mortgage-related securities787,476 713,036 
Total$864,600 $788,123 

HTM Debt Securities

HTM debt securities are reported on the Company's consolidated statements of condition at amortized cost. The following table summarizes the amortized cost, estimated fair value and unrealized gains (losses) of HTM debt securities as of the dates indicated:
(In thousands)Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair
Value
June 30, 2022      
Obligations of U.S. government-sponsored enterprises$7,389 $— $(158)$7,231 
Obligations of states and political subdivisions55,837 223 (816)55,244 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises329,542 — (5,529)324,013 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises151,384 — (2,593)148,791 
Subordinated corporate bonds2,368 — (109)2,259 
Total HTM debt securities $546,520 $223 $(9,205)$537,538 
December 31, 2021
Obligations of states and political subdivisions$1,291 $89 $— $1,380 
Total HTM debt securities$1,291 $89 $— $1,380 
During the second quarter of 2022, the Company transferred securities with a fair value of $520.3 million from AFS to HTM.

As of June 30, 2022, the Company's HTM debt securities portfolio was primarily comprised of holdings issued or guaranteed by U.S. government sponsored enterprises and municipal debt. Agency-backed and government-sponsored enterprise securities have a long 40 years of history with no credit losses, including during times of severe stress like the 2007-2008 financial crisis. The principal and interest payments on agency guaranteed debt is backed by the U.S. government. Government-sponsored enterprises similarly guarantee principal and interest payments and carry an implicit guarantee from the U.S. Department of the Treasury. Additionally, government-sponsored enterprise securities are exceptionally liquid, readily marketable, and provide a substantial amount of price transparency and price parity, indicating a perception of zero credit losses. HTM municipal debt holdings are comprised solely of high credit quality (rated A- or higher) state and municipal obligations. High credit quality state and municipal obligations have a history of zero to near-zero credit loss. As of December
12


31, 2021, the Company’s HTM debt securities portfolio was made up of three investment grade municipal debt securities, of which two securities also carried credit enhancements. Accordingly, the Company determined that the expected credit loss on its HTM portfolio was immaterial, and therefore, an allowance was not carried on its HTM debt securities at June 30, 2022 or December 31, 2021.

As of June 30, 2022 and December 31, 2021, none of the Company's HTM debt securities were past due or on non-accrual status. For the three and six months ended June 30, 2022 and 2021, the Company did not recognize any interest income on non-accrual HTM debt securities. At June 30, 2022 and December 31, 2021, total accrued interest receivable on HTM debt securities, which has been excluded from reported amortized cost basis on HTM debt securities, was $1.4 million and $10,000, respectively, and was reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

The amortized cost and estimated fair values of HTM debt securities by contractual maturity at June 30, 2022 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
Due in one year or less$— $— 
Due after one year through five years865 870 
Due after five years through ten years14,528 14,310 
Due after ten years50,201 49,554 
Subtotal65,594 64,734 
Mortgage-related securities480,926 472,804 
Total$546,520 $537,538 

AFS and HTM Debt Securities Pledged

At June 30, 2022 and December 31, 2021, AFS and HTM debt securities with an amortized cost of $662.8 million and $640.1 million and estimated fair values of $619.5 million and $641.2 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.

Other Investments

The Company's FHLBB and FRB common stock are reported at cost within other investments on the consolidated statements of condition. The Company evaluates these investments for impairment based on the ultimate recoverability of the par value. The Company did not record any impairment on its FHLBB and FRB stock for the three and six months ended June 30, 2022 and 2021.

The following table summarizes the Company's investment in FHLBB stock and FRBB stock as presented within other investments on the consolidated statements of condition, as of the dates indicated:
(In thousands)June 30,
2022
December 31,
2021
FHLBB$9,057 $4,906 
FRB5,374 5,374 
Total other investments$14,431 $10,280 

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NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
 
Loans

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,
2022
December 31,
2021
Commercial Loans:
Commercial real estate - non-owner-occupied$1,208,700 $1,178,185 
Commercial real estate - owner-occupied324,214 317,275 
Commercial421,220 363,695 
SBA PPP2,509 35,953 
Total commercial loans1,956,643 1,895,108 
Retail Loans:
Residential real estate1,517,239 1,306,447 
Home equity230,865 210,403 
Consumer19,480 19,516 
Total retail loans1,767,584 1,536,366 
Total loans$3,724,227 $3,431,474 

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,
2022
December 31,
2021
Net unamortized fair value mark discount on acquired loans$(467)$(593)
Net unamortized loan origination costs(1)
5,633 3,110 
Total$5,166 $2,517 
(1)    Net unamortized loan origination costs includes unrecognized origination fees for SBA PPP loans of $67,000 and $1.2 million as of June 30, 2022 and December 31, 2021, respectively.

The Company'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.

SBA PPP Loans. Beginning in April 2020, the Company originated SBA PPP loans issued to qualifying businesses as part of the federal stimulus packages issued due to the COVID-19 pandemic. This program provided qualifying businesses a specialized, low-interest-rate loan by the U.S. Treasury Department and was administered by the SBA. SBA PPP loans provided borrower guarantees for lenders, as well as loan forgiveness incentives for borrowers that utilized the loan proceeds to cover employee compensation-related business operating costs, as well as certain other costs up to pre-established limits. Effective May 31, 2021, the SBA PPP loan program ended and the Company ceased originating loans under this program.

For the year ended December 31, 2021, the Company originated 1,620 SBA PPP loans totaling $102.2 million to qualifying businesses across our markets in need of financial support due to the COVID-19 pandemic. Of these SBA PPP loans originated during the year ended December 31, 2021, 19 loans totaling $2.5 million remained outstanding as of June 30, 2022.





14


Related Party Loans. 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, 2022 and December 31, 2021, outstanding loans to certain officers, directors and their associated companies were less than 5% of the Company's shareholders' equity.

Loan Sales

For the three months ended June 30, 2022 and 2021, the Company sold $47.0 million and $110.8 million, respectively, of residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $1.0 million and $2.9 million, respectively. For the six months ended June 30, 2022 and 2021, the Company sold $93.7 million and $303.4 million, respectively, of residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $2.2 million and $9.1 million, respectively.

At June 30, 2022 and December 31, 2021, the Company had certain residential mortgage loans with a principal balance of $3.4 million and $5.8 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, 2022 and December 31, 2021, recorded an unrealized (loss) gain of ($40,000) and $29,000, respectively. For the three months ended June 30, 2022 and 2021, the Company recorded an unrealized gain on loans held for sale recorded within mortgage banking income, net, on the Company's consolidated statements of income of $73,000 and $267,000, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded an unrealized loss on loans held for sale recorded within mortgage banking income, net, on the Company's consolidated statements of income of ($69,000) and ($804,000) respectively.

The Company has forward delivery commitments with a secondary market investor on each of its loans held for sale at June 30, 2022 and December 31, 2021. Refer to Note 8 for further discussion of the Company's forward delivery commitments.

ACL on Loans

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, 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. The Company monitors and manages credit risk through the following governance structure:
The Credit Risk and Special Assets team and the Credit Risk Policy Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Compliance, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan rating system.
The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Compliance, and Commercial and Retail Banking. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.
The Directors' Credit Committee of the Board of Directors reviews large credit exposures, monitors 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, and concentration levels.
The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Segmentation. For purposes of determining the ACL on loans, the Company disaggregates its loans into portfolio segments. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. As of June 30, 2022 and December 31, 2021, the Company's loan portfolio segments, as determined based on the unique risk characteristics of each, include the following:

Commercial Real Estate - Non-Owner-Occupied. Non-owner occupied commercial real estate loans are, in substance, all commercial real estate loans that are not categorized by the Company as owner-occupied commercial real estate loans. Non-
15


owner-occupied commercial estate loans are investment properties in which the primary source for repayment of the loan by the borrower is derived from rental income associated with the property or the proceeds of the sale, refinancing, or permanent refinancing of the property. Non-owner-occupied commercial real estate loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, multi-family residential, commercial/retail office space, industrial/warehouse space, hotels, assisted living facilities and other specific use properties. Also included within the non-owner-occupied commercial real estate loan segment are construction projects until they are completed. 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. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

Commercial Real Estate - Owner-Occupied. Generally, owner-occupied commercial real estate loans are properties that are owned and operated by the borrower, and the primary source for repayment is the cash flow from the ongoing operations and activities conducted by the borrower's business. Owner-occupied commercial real estate loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, commercial/retail office space, restaurants, educational and medical practice 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. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

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.

SBA PPP. SBA PPP loans are unsecured, fully guaranteed commercial loans backed by the SBA, issued to qualifying small businesses as part of federal stimulus issued in response to the COVID-19 pandemic. Loans made under the program have terms of two or five years and are to be used by the borrower to offset certain payroll and other operating costs, such as rent and utilities. The loan and accrued interest, or a portion thereof, are eligible for forgiveness by the SBA should the qualifying small business meet certain conditions. SBA PPP loans were originated under the guidance of the SBA, which has been subject to change. Effective May 31, 2021, the SBA PPP loan program ended and the Company ceased originating loans under this program.

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 residences, including for investment purposes.

Home Equity. Home equity loans and lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. Each home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. Each 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, as applicable. Consumer loans may be secured or unsecured.






16


The following table presents the activity in the ACL on loans, as reported under CECL, for the periods indicated:
Commercial Real Estate
(In thousands)Non-Owner-OccupiedOwner- OccupiedCommercialSBA PPPResidential Real EstateHome EquityConsumerTotal
At or For The Three Months Ended June 30, 2022
Beginning balance, March 31, 2022$16,572 $2,339 $4,838 $$6,476 $1,435 $106 $31,770 
Loans charged off— — (316)— (16)— (17)(349)
Recoveries— — 223 — — 86 312 
(Credit) provision for loan losses(362)162 400 (3)1,978 275 61 2,511 
Ending balance, June 30, 2022$16,210 $2,501 $5,145 $$8,438 $1,796 $153 $34,244 
At or For The Six Months Ended June 30, 2022
Beginning balance, December 31, 2021$18,834 $2,539 $4,183 $19 $6,133 $1,469 $79 $33,256 
Loans charged off— — (561)— (16)— (84)(661)
Recoveries280 — — 86 374 
(Credit) provision for loan losses(2,625)(40)1,243 (18)2,321 241 153 1,275 
Ending balance, June 30, 2022$16,210 $2,501 $5,145 $$8,438 $1,796 $153 $34,244 
At or For The Three Months Ended June 30, 2021
Beginning balance, March 31, 2021$22,473 $2,548 $5,170 $87 $3,093 $2,176 $228 $35,775 
Loans charged off— — (259)— (35)(107)(19)(420)
Recoveries— 67 — 70 — 17 157 
(Credit) provision for loan losses(2,896)(35)(636)(21)77 (4)63 (3,452)
Ending balance, June 30, 2021$19,577 $2,516 $4,342 $66 $3,205 $2,065 $289 $32,060 
At or For The Six Months Ended June 30, 2021
Beginning balance, December 31, 2020$21,778 $2,832 $6,703 $69 $3,474 $2,616 $393 $37,865 
Loans charged off— — (406)— (88)(145)(68)(707)
Recoveries— 110 — 70 — 23 208 
(Credit) provision for loan losses(2,201)(321)(2,065)(3)(251)(406)(59)(5,306)
Ending balance, June 30, 2021$19,577 $2,516 $4,342 $66 $3,205 $2,065 $289 $32,060 
At or For The Year Ended December 31, 2021
Beginning balance, December 31, 2020$21,778 $2,832 $6,703 $69 $3,474 $2,616 $393 $37,865 
Loans charged off— — (799)— (92)(162)(111)(1,164)
Recoveries— 220 — 107 32 372 
(Credit) provision for loan losses(2,944)(302)(1,941)(50)2,644 (989)(235)(3,817)
Ending balance, December 31, 2021$18,834 $2,539 $4,183 $19 $6,133 $1,469 $79 $33,256 

The ACL on loans increased $1.0 million during the six months ended June 30, 2022, to $34.2 million. The increase was driven by: (1) a softening overall economy and increasing likelihood of a forecasted recession, and (2) 9% loan growth during this period, that offset (3) a decrease of $4.2 million of reserves that had been established for certain hospitality-related loans within the commercial real estate-non-owner occupied loan segment in response to the COVID-19 pandemic and the identified elevated credit risk the pandemic presented to these loans at that time. As these loans meet certain predetermined credit metrics, the established reserve is released. As of June 30, 2022 and December 31, 2021, the allowance on these loans was $768,000 and $5.0 million, respectively.
17




Credit Concentrations

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 identify credit concentrations effectively, 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. As of June 30, 2022, the Company's total exposure to the lessors of nonresidential buildings' industry was 13% of total loans and 32% 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, 2022.

Credit Quality Indicators

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 real estate - non-owner-occupied and owner-occupied, commercial and residential real estate portfolio segments 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 ACL on loans:

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.

The Company periodically reassesses asset quality indicators to reflect appropriately 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.

18


Based on the most recent analysis performed, the risk category of loans by portfolio segment by vintage, reported under the CECL methodology, was as follows as of the dates indicated:
(In thousands)20222021202020192018PriorRevolving Loans
Amortized Cost Basis
Revolving Loans
Converted to Term
Total
As of June 30, 2022
Commercial real estate - non-owner-occupied      
Risk rating
Pass (Grades 1-6)$211,579 $277,547 $160,694 $131,091 $112,844 $276,717 $— $— $1,170,472 
Special mention (Grade 7)— 169 7,551 273 81 480 — — 8,554 
Substandard (Grade 8)— 134 1,408 210 8,156 19,766 — — 29,674 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - non-owner-occupied211,579 277,850 169,653 131,574 121,081 296,963 — — 1,208,700 
Commercial real estate - owner-occupied      
Risk rating
Pass (Grades 1-6)36,024 83,960 29,603 45,510 41,167 81,192 — — 317,456 
Special mention (Grade 7)— — — — — 428 — — 428 
Substandard (Grade 8)35 — — — 3,332 2,963 — — 6,330 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - owner occupied36,059 83,960 29,603 45,510 44,499 84,583 — — 324,214 
Commercial
      
Risk rating
Pass (Grades 1-6)47,525 77,885 37,550 38,395 25,149 34,260 125,442 29,534 415,740 
Special mention (Grade 7)— — 105 171 96 212 1,668 16 2,268 
Substandard (Grade 8)23 20 145 265 188 1,845 468 258 3,212 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial47,548 77,905 37,800 38,831 25,433 36,317 127,578 29,808 421,220 
SBA PPP
Risk rating
Pass (Grades 1-6)— 2,507 — — — — — 2,509 
Special mention (Grade 7)— — — — — — — — — 
Substandard (Grade 8)— — — — — — — — — 
Doubtful (Grade 9)— — — — — — — — — 
Total SBA PPP— 2,507 — — — — — 2,509 
Residential Real Estate      
Risk rating
Pass (Grades 1-6)294,790 591,023 256,977 83,952 54,798 231,980 383 — 1,513,903 
Special mention (Grade 7)— — — — — 224 — — 224 
Substandard (Grade 8)— — — — 61 3,051 — — 3,112 
Doubtful (Grade 9)— — — — — — — — — 
Total residential real estate294,790 591,023 256,977 83,952 54,859 235,255 383 — 1,517,239 
Home equity
      
Risk rating
Performing18,517 706 349 5,217 8,719 10,437 174,348 11,831 230,124 
Non-performing— — — — — 187 367 187 741 
Total home equity
18,517 706 349 5,217 8,719 10,624 174,715 12,018 230,865 
Consumer
      
Risk rating
Performing4,158 5,169 2,457 1,934 573 2,414 2,747 — 19,452 
Non-performing— — 18 — — — 28 
Total consumer
4,158 5,169 2,466 1,952 573 2,415 2,747 — 19,480 
Total Loans$612,651 $1,039,120 $496,850 $307,036 $255,164 $666,157 $305,423 $41,826 $3,724,227 
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(In thousands)20212020201920182017PriorRevolving Loans
Amortized Cost Basis
Revolving Loans
Converted to Term
Total
As of December 31, 2021
Commercial real estate - non-owner-occupied
Risk rating
Pass (Grades 1-6)$286,428 $179,565 $161,695 $118,196 $96,169 $274,731 $— $— $1,116,784 
Special mention (Grade 7)171 7,266 286 119 4,294 10,590 — — 22,726 
Substandard (Grade 8)350 1,518 217 9,942 391 26,257 — — 38,675 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - non-owner-occupied286,949 188,349 162,198 128,257 100,854 311,578 — — 1,178,185 
Commercial real estate - owner-occupied
Risk rating
Pass (Grades 1-6)91,328 39,082 31,409 43,786 46,466 56,682 — — 308,753 
Special mention (Grade 7)— — — 3,396 362 1,708 — — 5,466 
Substandard (Grade 8)— — 54 — 1,785 1,217 — — 3,056 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - owner occupied91,328 39,082 31,463 47,182 48,613 59,607 — — 317,275 
Commercial
Risk rating
Pass (Grades 1-6)91,102 43,757 44,925 23,895 13,818 27,743 80,775 31,586 357,601 
Special mention (Grade 7)145 117 590 115 383 222 967 244 2,783 
Substandard (Grade 8)— 339 320 492 293 1,209 360 298 3,311 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial91,247 44,213 45,835 24,502 14,494 29,174 82,102 32,128 363,695 
SBA PPP
Risk rating
Pass (Grades 1-6)35,164 319 — — — — — — 35,483 
Special mention (Grade 7)470 — — — — — — — 470 
Substandard (Grade 8)— — — — — — — — — 
Doubtful (Grade 9)— — — — — — — — — 
Total SBA PPP35,634 319 — — — — — — 35,953 
Residential Real Estate
Risk rating
Pass (Grades 1-6)586,637 281,804 103,228 63,403 46,696 219,983 903 — 1,302,654 
Special mention (Grade 7)— — — — — 230 — — 230 
Substandard (Grade 8)— — — — — 3,563 — — 3,563 
Doubtful (Grade 9)— — — — — — — — — 
Total residential real estate586,637 281,804 103,228 63,403 46,696 223,776 903 — 1,306,447 
Home equity
Risk rating
Performing760 554 6,179 10,995 2,464 10,792 165,189 12,295 209,228 
Non-performing— — — 41 — 174 847 113 1,175 
Total home equity
760 554 6,179 11,036 2,464 10,966 166,036 12,408 210,403 
Consumer
Risk rating
Performing6,860 3,523 3,089 1,051 548 2,014 2,399 — 19,484 
Non-performing— 21 — — — — 32 
Total consumer
6,860 3,532 3,110 1,051 548 2,016 2,399 — 19,516 
Total Loans$1,099,415 $557,853 $352,013 $275,431 $213,669 $637,117 $251,440 $44,536 $3,431,474 


20


Past Due and Non-Accrual Loans

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 will 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, generally at least six months. Unsecured loans, however, are not normally placed on non-accrual status because they are generally 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 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
90 Days or Greater
Past Due
Total
Past Due
CurrentTotal Loans
Outstanding
Loans > 90
Days Past
Due and
Accruing
June 30, 2022       
Commercial real estate - non-owner-occupied$92 $— $49 $141 $1,208,559 $1,208,700 $— 
Commercial real estate - owner-occupied— 166 133 299 323,915 324,214 
Commercial325 20 643 988 420,232 421,220 — 
SBA PPP— 46 — 46 2,463 2,509 — 
Residential real estate1,123 61 945 2,129 1,515,110 1,517,239 — 
Home equity466 116 410 992 229,873 230,865 — 
Consumer51 13 27 91 19,389 19,480 — 
Total$2,057 $422 $2,207 $4,686 $3,719,541 $3,724,227 $— 
December 31, 2021       
Commercial real estate - non-owner-occupied$— $— $51 $51 $1,178,134 $1,178,185 $— 
Commercial real estate - owner-occupied47 — 133 180 317,095 317,275 — 
Commercial282 174 787 1,243 362,452 363,695 — 
SBA PPP— 68 — 68 35,885 35,953 — 
Residential real estate379 475 1,210 2,064 1,304,383 1,306,447 — 
Home equity456 50 445 951 209,452 210,403 — 
Consumer95 32 128 19,388 19,516 — 
Total$1,259 $768 $2,658 $4,685 $3,426,789 $3,431,474 $— 

The following table presents the amortized cost basis of loans on non-accrual status (including non-accruing TDRs) by portfolio segment as of the dates indicated:
June 30,
2022
December 31,
2021
(In thousands)Non-Accrual Loans With an AllowanceNon-Accrual Loans Without an AllowanceTotal Non-Accrual LoansNon-Accrual Loans With an AllowanceNon-Accrual Loans Without an AllowanceTotal Non-Accrual Loans
Commercial real estate - non-owner-occupied$38 $12 $50 $38 $13 $51 
Commercial real estate - owner-occupied85 47 132 86 47 133 
Commercial371 352 723 785 44 829 
Residential real estate1,463 368 1,831 1,780 327 2,107 
Home equity675 66 741 1,064 111 1,175 
Consumer28 — 28 32 — 32 
Total$2,660 $845 $3,505 $3,785 $542 $4,327 

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The following table presents the amortized cost basis of collateral-dependent non-accrual loans (including non-accruing TDRs) by portfolio segment and collateral type, as of the dates indicated:
June 30,
2022
December 31,
2021
Collateral TypeTotal Collateral -Dependent
Non-Accrual Loans
Collateral TypeTotal Collateral -Dependent
Non-Accrual Loans
(In thousands)Real EstateGeneral Business AssetsReal Estate General Business Assets
Residential real estate$325 $— $325 $268 $— $268 
Home equity— — — 111 — 111 
Total$325 $— $325 $379 $— $379 

Collateral-dependent loans are loans for which repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.

Interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms is estimated to have been $38,000 and $67,000 for the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, the interest income that is estimated to have been recognized if loans on non-accrual status had been current in accordance with their original terms was $85,000 and $143,000, respectively.

The Company's policy is to reverse previously recorded interest income when a loan is placed on non-accrual. As a result, the Company did not record any interest income on its non-accruals for the three or six months ended June 30, 2022 and 2021. An immaterial amount of accrued interest on non-accrual loans was written-off during the three and six months ended June 30, 2022 and 2021, by reversing interest income. At June 30, 2022 and December 31, 2021, total accrued interest receivable on loans, which has been excluded from reported amortized cost basis on loans, was $8.5 million and $7.8 million, respectively, and reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

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 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 ACL for the dates indicated:
Number of ContractsRecorded InvestmentSpecific Reserve
(In thousands, except number of contracts)
June 30,
2022
December 31,
2021
June 30,
2022
December 31,
2021
June 30,
2022
December 31,
2021
Commercial real estate - owner-occupied$116 $118 $46 $43 
Commercial
66 74 — — 
Residential real estate
19 19 2,276 2,341 325 $348 
Consumer and home equity
251 253 
Total25 25 $2,709 $2,786 $377 $397 

At June 30, 2022, the Company had performing and non-performing TDRs with a recorded investment balance of $2.3 million and $393,000, respectively. At December 31, 2021, the Company had performing and non-performing TDRs with a recorded investment balance of $2.4 million and $394,000, respectively.

22


The following represents loan modifications that qualify as TDRs that occurred during the periods indicated:
Number of ContractsPre-Modification
Outstanding
Recorded Investment
Post-Modification
Outstanding
Recorded Investment
Specific Reserve
(In thousands, except number of contracts)20222021202220212022202120222021
For the Three Months Ended June 30:
Home equity:
Maturity concession— $— $144 $— $143 $— $
Total— $— $144 $— $143 $— $
For the Six Months Ended June 30:
Home equity:
Interest rate concession and payment deferral— $— $159 $— $170 $— $56 
Maturity concession— — 144 — 143 — 
Total— $— $303 $— $313 $— $62 

As of June 30, 2022 and December 31, 2021, the Company did not have any material commitments to lend additional funds to borrowers with loans classified as TDRs.

For the three and six months ended June 30, 2022 and 2021, no loans were modified as TDRs within the previous 12 months for which the borrower subsequently defaulted.

In-Process Foreclosure Proceedings

At June 30, 2022 and December 31, 2021, the Company had $607,000 and $888,000, respectively, of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process.

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 $1.5 billion and $1.4 billion at June 30, 2022 and December 31, 2021, respectively.

Refer to Notes 3 and 6 of the consolidated financial statements for discussion of securities pledged as collateral.

NOTE 5 – BORROWINGS

The following summarizes the Company's short-term borrowed funds as presented on the consolidated statements of condition as of the dates indicated. The Company did not have any long-term borrowings as of the dates indicated.
(In thousands)June 30,
2022
December 31,
2021
Short-Term Borrowings:    
Customer repurchase agreements$224,852 $211,608 
Overnight borrowings96,650 — 
FHLBB borrowings50,000 — 
Total short-term borrowings$371,502 $211,608 

The Company's subordinated debentures were $44.3 million at both June 30, 2022 and December 31, 2021. As of June 30, 2022, the Company's subordinated debentures were comprised of two tranches of junior subordinated debentures. Refer to Note 10 of the consolidated financial statements for further details.

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NOTE 6 – 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 within interest on borrowings on the consolidated statements of income. The securities underlying the agreements are delivered to counterparties as collateral 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 transactions do not meet the criteria to be classified as sales, and are therefore considered secured borrowing
transactions 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 as of the dates indicated:
(In thousands)June 30,
2022
December 31,
2021
Customer Repurchase Agreements(1)(2):
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
$117,618 $120,846 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
107,234 88,749 
Obligations of states and political subdivisions
— 2,013 
Total
$224,852 $211,608 
(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.

At June 30, 2022 and December 31, 2021, certain customers held CDs totaling $616,000 and $728,000, 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 7 – COMMITMENTS AND CONTINGENCIES

Commitments

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 Company's contractual off-balance sheet commitments as of the dates indicated:
(In thousands)June 30,
2022
December 31,
2021
Commitments to extend credit$881,631 $834,533 
Standby letters of credit8,486 7,952 
Total$890,117 $842,485 

The Company’s commitments to extend credit from its lending activities 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 commitments 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.

24


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.

The Company establishes an ACL on off-balance sheet credit exposures on its contractual off-balance sheet commitments, except those that are unconditionally cancellable by the Company. As of June 30, 2022 and December 31, 2021, the ACL on off-balance sheet credit exposures was $3.2 million. The ACL on off-balance sheet credit exposure was presented within accrued interest and other liabilities on the consolidated statements of condition.

For the three months ended June 30, 2022 and 2021, the (credit) provision for credit losses on off-balance sheet credit exposures was ($166,000) and $49,000, respectively. For the six months ended June 30, 2022 and 2021, the credit for credit losses on off-balance sheet credit exposure was ($5,000) and ($53,000).

Legal Contingencies

In the normal course of business, the Company and its subsidiaries are subject to pending and threatened litigation, claims investigations and legal and administrative cases and proceedings. 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 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. Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, but not limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. 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. Assessments of class action litigation, which is generally more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it is not known whether a class will be certified or how a potential class, if certified, will be defined. As a result, the Company may be unable to estimate reasonably possible losses with respect to every litigation matter it faces.

The Company did not have any material loss contingencies that were provided for and/or that are required to be disclosed as of June 30, 2022 and December 31, 2021.

NOTE 8 – DERIVATIVES AND HEDGING

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s credit derivatives result from loan participation arrangements, and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities.

25


Derivatives Designated as Hedging Instruments - Cash Flow Hedges of Interest Rate Risk

Interest Rate Contracts. The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed rate payments or the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount. For the three and six months ended June 30, 2022 and 2021, such derivatives were used to hedge the variable cash flows associated with existing variable-rate assets or liabilities or forecasted issuances of debt.

For derivatives designated, and that qualify as, cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently is reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense or interest income as interest payments are made or received on the Company’s variable-rate liabilities or assets. The Company estimates that an additional $1.8 million will be reclassified as a decrease to interest expense and an additional $1.4 million will be reclassified as a decrease to interest income over the next 12 months.

Derivatives not Designated as Hedges

Customer Loan Swaps. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

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 intends to sell the loan upon origination, it will account for the interest rate lock commitment as a derivative.

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 upon origination of a loan identified as held for sale.

Risk Participation Agreements. The Company’s existing credit derivatives result from participations in or out of interest rate swaps provided by or to external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain lenders which participate in loans.

26


The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition as of the dates indicated:
Derivative AssetsDerivative Liabilities
(In thousands)Notional
Amount
 LocationFair
Value
Notional
Amount
LocationFair
Value
June 30, 2022    
Derivatives designated as hedging instruments:
Interest rate contracts(1)
$110,000 Other assets$10,909 $133,000 Accrued interest and other liabilities$5,836 
Total derivatives designated as hedging instruments
$10,909 $5,836 
Derivatives not designated as hedging instruments:
Customer loan swaps(1)
$270,974 Other assets$7,272 $270,974 Accrued interest and other liabilities$7,322 
Risk participation agreements22,055 Other assets— 52,891 Accrued interest and other liabilities— 
Fixed Rate mortgage interest rate lock commitments13,923 Other assets170 6,583 Accrued interest and other liabilities81 
Forward delivery commitments3,380 Other assets91 — Accrued interest and other liabilities— 
Total derivatives not designated as hedging instruments
$7,533 $7,403 
December 31, 2021
Derivatives designated as hedging instruments:
Interest rate contracts(1)
$160,000 Other assets$5,589 $83,000 Accrued interest and other liabilities$7,872 
Total derivatives designated as hedging instruments
$5,589 $7,872 
Derivatives not designated as hedging instruments:
Customer loan swaps(1)
$345,545 Other assets$19,297 $345,545 Accrued interest and other liabilities$19,485 
Risk participation agreements25,347 Other assets— 53,704 Accrued interest and other liabilities— 
Fixed rate mortgage interest rate lock commitments20,437 Other assets371 8,587 Accrued interest and other liabilities91 
Forward delivery commitments3,882 Other assets86 1,903 Accrued interest and other liabilities
Total derivatives not designated as hedging instruments
$19,754 $19,582 
(1)    Reported fair values include accrued interest receivable and payable.




27


The table below presents the effect of cash flow hedge accounting, before tax, on AOCI for the periods indicated:
(Dollars in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeAmount of Gain (Loss) Recognized in OCI Included ComponentAmount of Gain (Loss) Recognized in OCI Excluded ComponentLocation of Gain (Loss) Recognized
from AOCI into Income
Amount of Gain (Loss) Reclassified from AOCI into IncomeAmount of Gain (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
Derivatives in Cash Flow Hedge Relationships:
For the Three Months Ended June 30, 2022
Interest rate contracts$(904)$(904)$— Interest and fees on loans$237 $237 $— 
Interest rate contracts2,233 2,233 — Interest on deposits32 32 — 
Interest rate contracts2,259 2,259 — Interest on subordinated debentures(271)(271)— 
Total$3,588 $3,588 $— $(2)$(2)$— 
For the Six Months Ended June 30, 2022
Interest rate contracts$(3,915)$(3,915)$— Interest and fees on loans$619 $619 $— 
Interest rate contracts5,721 5,721 — Interest on deposits(117)(117)— 
Interest rate contracts5,417 5,417 — Interest on subordinated debentures(622)(622)— 
Total$7,223 $7,223 $— $(120)$(120)$— 
For the Three Months Ended June 30, 2021
Interest rate contracts$66 $66 $— Interest and fees on loans$403 $403 $— 
Interest rate contracts(1,511)(1,511)— Interest on deposits(164)(164)— 
Interest rate contracts$(1,758)(1,758)Interest on subordinated debentures(431)(431)
Total$(3,203)$(3,203)$— $(192)$(192)$— 
For the Six Months Ended June 30, 2021
Interest rate contracts$(736)$(736)$— Interest and fees on loans$795 $795 $— 
Interest rate contracts1,952 1,952 — Interest on deposits(320)(320)— 
Interest rate contracts1,973 1,973 — Interest on subordinated debentures(853)(853)— 
Total$3,189 $3,189 $— $(378)$(378)$— 
28



The table below presents the effect of cash flow hedge accounting on the consolidated statements of income for the periods indicated:
Location and Amount of Gain (Loss) Recognized in Income
Three Months Ended
June 30,
20222021
(Dollars in thousands)Interest and fees on loansInterest on depositsInterest on subordinated debenturesInterest and fees on loansInterest on depositsInterest on subordinated debentures
Total presented on the consolidated statements of income in which the effects of cash flow hedges are recorded$33,121 $2,510 $532 $30,865 $1,921 $640 
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into income$237 $32 $(271)$403 $(164)$(431)
Amount of gain (loss) reclassified from AOCI into income - included component$237 $32 $(271)$403 $(164)$(431)
Amount of gain (loss) reclassified from AOCI into income - excluded component$— $— $— $— $— $— 

Location and Amount of Gain (Loss) Recognized in Income
Six Months Ended
June 30,
20222021
(Dollars in thousands)Interest and fees on loansInterest on depositsInterest on subordinated debenturesInterest and fees on loansInterest on depositsInterest on subordinated debentures
Total presented on the consolidated statements of income in which the effects of cash flow hedges are recorded$65,156 $4,343 $1,061 $61,425 $3,984 $1,445 
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into income$619 $(117)$(622)$795 $(320)$(853)
Amount of gain (loss) reclassified from AOCI into income - included component$619 $(117)$(622)$795 $(320)$(853)
Amount of gain (loss) reclassified from AOCI into income - excluded component$— $— $— $— $— $— 

The table below presents the effect of the Company's derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the periods indicated:
Location of Gain (Loss) Recognized in IncomeAmount of Gain (Loss)
Recognized in Income
Three Months Ended
June 30,
Six Months Ended
June 30,
(Dollars in thousands)2022202120222021
Customer loan swapsOther expense$44 $— $138 $— 
Fixed rate mortgage interest rate lock commitmentsMortgage banking income, net268 (489)(191)456 
Forward delivery commitmentsMortgage banking income, net(155)(469)11 13 
Total $157 $(958)$(42)$469 
                                                        
Credit Risk-Related Contingent Features    

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company’s credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining collateral, where appropriate. As such, management believes the risk of incurring credit losses on derivative contracts with institutional counterparties is remote.

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the
29


Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well- capitalized institution, then the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.

As of June 30, 2022 and December 31, 2021, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $4.7 million and $26.1 million, respectively. As of June 30, 2022 and December 31, 2021, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted cash collateral of $1.8 million and $30.7 million, respectively. If the Company had breached any of these provisions at June 30, 2022 or December 31, 2021, it could have been required to settle its obligations under the agreements at their termination value of $4.7 million and $26.1 million, respectively.

NOTE 9 – BALANCE SHEET OFFSETTING

The Company does not offset the carrying value for derivative instruments or repurchase agreements on the consolidated statements of condition. The Company nets 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 6 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 ConditionGross Amount Offset in the Consolidated Statements of ConditionNet Amount Presented in the Consolidated Statements of Condition
Financial Instruments Pledged (Received)(1)
Cash Collateral Pledged (Received)(1)
Net Amount
June 30, 2022
Derivative assets:
Customer loan swaps - commercial customer(2)
$7,272 $— $7,272 $— $— $7,272 
Interest rate contracts(3)
10,909 — 10,909 — (10,909)— 
Total$18,181 $— $18,181 $— $(10,909)$7,272 
Derivative liabilities:
Customer loan swaps - dealer bank(3)
$7,322 $— $7,322 $— $— $7,322 
Interest rate contracts(3)
5,836 — 5,836 — 5,836 — 
Total$13,158 $— $13,158 $— $5,836 $7,322 
Customer repurchase agreements
$224,852 $— $224,852 $224,852 $— $— 
December 31, 2021
Derivative assets:
Customer loan swaps - commercial customer(2)
$19,297 $— $19,297 $— $— $19,297 
Interest rate contracts(3)
5,589 — 5,589 — (5,529)60 
Total$24,886 $— $24,886 $— $(5,529)$19,357 
Derivative liabilities:
Customer loan swaps - dealer bank(3)
$19,485 $— 19,485 $— $19,485 $— 
Interest rate contracts(3)
7,872 — 7,872 — 6,603 1,269 
Total$27,357 $— $27,357 $— $26,088 $1,269 
Customer repurchase agreements
$211,608 $— $211,608 $211,608 $— $— 
(1)    The amount presented was the lesser of the amount pledged (received) or the net amount presented in the consolidated statements of condition.
(2)    The Company manages its net exposure on its commercial customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices.
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(3)    Interest rate swap contracts were completed with the same dealer bank. The Company maintains a master netting arrangement with each counterparty and settles collateral on a net basis for all contracts.

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 1 capital, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets, or the leverage ratio. These requirements apply to the Company on a consolidated basis.

Under the current requirements, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, a minimum common equity Tier 1 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 1 equity in an amount above the minimum risk-based capital requirements for "adequately capitalized" institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank effectively to maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses and to engage in share repurchases based on the amount of the shortfall and the institution's "eligible retained income" (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).

The Company and Bank's risk-based capital ratios exceeded regulatory requirements, including the capital conservation buffer, at June 30, 2022 and December 31, 2021, and the Bank's capital ratios met the requirements for it to be considered "well capitalized" under prompt corrective action provisions for each period. There were no changes to the Company or Bank's capital ratios that occurred subsequent to June 30, 2022 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,
2022
Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Provision to Be "Well Capitalized" December 31,
2021
Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Provision To Be "Well Capitalized"
(Dollars in thousands)AmountRatioAmountRatio
Camden National Corporation:
Total risk-based capital ratio
$538,226 14.10 %10.50 %10.00 %$522,714 14.71 %10.50 %10.00 %
Tier 1 risk-based capital ratio
500,793 13.12 %8.50 %6.00 %486,263 13.68 %8.50 %6.00 %
Common equity Tier 1 risk-based capital ratio(1)
457,793 11.99 %7.00 %N/A443,263 12.47 %7.00 %N/A
Tier 1 leverage capital ratio(1)
500,793 9.25 %4.00 %N/A486,263 8.92 %4.00 %N/A
Camden National Bank:
Total risk-based capital ratio
$506,550 13.30 %10.50 %10.00 %$488,070 13.78 %10.50 %10.00 %
Tier 1 risk-based capital ratio
469,117 12.32 %8.50 %8.00 %451,620 12.75 %8.50 %8.00 %
Common equity Tier 1 risk-based capital ratio
469,117 12.32 %7.00 %6.50 %451,620 12.75 %7.00 %6.50 %
Tier 1 leverage capital ratio
469,117 8.67 %4.00 %5.00 %451,620 8.31 %4.00 %5.00 %
(1)    “Minimum Regulatory Provisions to Be ‘Well Capitalized’” are not formally defined under applicable banking regulations for bank holding companies.

In 2006 and 2008, the Company issued $43.0 million of junior subordinated debentures in connection with the issuance of trust preferred securities. Although the junior subordinated debentures are recorded as liabilities on the Company's consolidated
31


statements of condition, the Company is permitted, in accordance with applicable regulation, to include, subject to certain limits, the debentures within its calculation of risk-based capital. At June 30, 2022 and December 31, 2021, $43.0 million of the junior subordinated debentures were included in Tier 1 and Tier 2 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 the impact of proposed and pending changes as a result of new and/or amended GAAP standards and regulatory changes.

NOTE 11 – OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:
For the Three Months Ended
June 30, 2022June 30, 2021
(In thousands)Pre-Tax
Amount
Tax (Expense)
Benefit
After-Tax
Amount
Pre-Tax
Amount
Tax (Expense)
Benefit
After-Tax
Amount
Debt Securities:
Change in fair value$(53,580)$11,520 $(42,060)$2,925 $(629)$2,296 
Less: reclassification adjustment for net realized losses(1)
(9)(7)— — — 
Net change in fair value(53,571)11,518 (42,053)2,925 (629)2,296 
Cash Flow Hedges:
Change in fair value3,588 (771)2,817 (3,203)689 (2,514)
Less: reclassified AOCI loss into interest expense(2)
(239)51 (188)(595)128 (467)
Less: reclassified AOCI gain into interest income(3)
237 (51)186 403 (86)317 
Net change in fair value3,590 (771)2,819 (3,011)647 (2,364)
Postretirement Plans:
Amortization of settlement recognition of net loss and prior service credit(4)
231 (50)181 217 (46)171 
Other comprehensive (loss) income$(49,750)$10,697 $(39,053)$131 $(28)$103 
(1) Reclassified into net loss on sale of securities in the consolidated statements of income. Refer to Note 3 of the consolidated financial statements for further details.
(2) Reclassified into interest on deposits, borrowings and/or subordinated debentures on the consolidated statements of income. Refer to Note 8 of the consolidated financial statements for further details.
(3)    Reclassified into interest and fees on loans on the consolidated statements of income. Refer to Note 8 of the consolidated financial statements for further details.
(4)    Reclassified into other expenses on the consolidated statements of income. Refer to Note 13 of the consolidated financial statements for further details.
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For the Six Months Ended
June 30, 2022June 30, 2021
(In thousands)Pre-Tax
Amount
Tax (Expense)
Benefit
After-Tax
Amount
Pre-Tax
Amount
Tax (Expense)
Benefit
After-Tax
Amount
Debt Securities:
Change in fair value$(146,333)$31,462 $(114,871)$(19,380)$4,167 $(15,213)
Less: reclassification adjustment for net realized losses(1)
(9)(7)— — — 
Net change in fair value(146,324)31,460 (114,864)(19,380)4,167 (15,213)
Cash Flow Hedges:
Change in fair value7,223 (1,553)5,670 3,189 (685)2,504 
Less: reclassified AOCI loss into interest expense(2)
(739)159 (580)(1,173)252 (921)
Less: reclassified AOCI gain into interest income(3)
619 (133)486 795 (170)625 
Net change in fair value7,343 (1,579)5,764 3,567 (767)2,800 
Postretirement Plans:
Amortization of settlement recognition of net loss and prior service credit(4)
463 (100)363 435 (94)341 
Other comprehensive loss$(138,518)$29,781 $(108,737)$(15,378)$3,306 $(12,072)
(1) Reclassified into net loss on sale of securities in the consolidated statements of income. Refer to Note 3 of the consolidated financial statements for further details.
(2) Reclassified into interest on deposits, borrowings and/or subordinated debentures on the consolidated statements of income. Refer to Note 8 of the consolidated financial statements for further details.
(3)    Reclassified into interest and fees on loans on the consolidated statements of income. Refer to Note 8 of the consolidated financial statements for further details.
(4)    Reclassified into other expenses on the consolidated statements of income. Refer to Note 13 of the consolidated financial statements for further details.
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The following table presents the changes in each component of AOCI, after tax, for the periods indicated:
(In thousands)Net Unrealized Gains (Losses) on Debt SecuritiesNet Unrealized Losses (Gains) on Cash Flow HedgesDefined Benefit Postretirement PlansAOCI
At or For the Three Months Ended June 30, 2022
Balance at March 31, 2022$(73,984)$1,166 $(3,095)$(75,913)
Other comprehensive (loss) income before reclassifications(42,060)2,817 185 (39,058)
Less: Amounts reclassified from AOCI(7)(2)(5)
Other comprehensive (loss) income (42,053)2,819 181 (39,053)
Balance at June 30, 2022$(116,037)$3,985 $(2,914)$(114,966)
At or For the Six Months Ended June 30, 2022
Balance at December 31, 2021$(1,173)$(1,779)$(3,277)$(6,229)
Other comprehensive (loss) income before reclassifications(114,871)5,670 372 (108,829)
Less: Amounts reclassified from AOCI(7)(94)(92)
Other comprehensive (loss) income(114,864)5,764 363 (108,737)
Balance at June 30, 2022$(116,037)$3,985 $(2,914)$(114,966)
At or For the Three Months Ended June 30, 2021
Balance at March 31, 2021$11,801 $538 $(3,774)$8,565 
Other comprehensive (loss) income before reclassifications2,296 (2,514)175 (43)
Less: Amounts reclassified from AOCI— (150)(146)
Other comprehensive income (loss) 2,296 (2,364)171 103 
Balance at June 30, 2021$14,097 $(1,826)$(3,603)$8,668 
At or For the Six Months Ended June 30, 2021
Balance at December 31, 2020$29,310 $(4,626)$(3,944)$20,740 
Other comprehensive income (loss) before reclassifications(15,213)2,504 350 (12,359)
Less: Amounts reclassified from AOCI— (296)(287)
Other comprehensive (loss) income(15,213)2,800 341 (12,072)
Balance at June 30, 2021$14,097 $(1,826)$(3,603)$8,668 

NOTE 12 – REVENUE FROM CONTRACTS WITH CUSTOMERS

A portion of the Company's non-interest income is derived from contracts with customers, and, as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

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The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The categorization of revenues from contracts with customers that are within the scope of ASC 606 closely aligns with the presentation of revenue categories presented within non-interest income on the consolidated statements of income. The following table presents the revenue streams within the scope of ASC 606 for the periods indicated:
Location on Consolidated Statements of IncomeThree Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)2022202120222021
Debit card interchange incomeDebit card income$3,213 $3,112 $6,137 $5,848 
Services charges on deposit accountsService charges on deposit accounts1,931 1,517 3,764 3,056 
Fiduciary services incomeIncome from fiduciary services1,681 1,707 3,312 3,233 
Investment program incomeBrokerage and insurance commissions1,272 939 2,266 1,892 
Other non-interest incomeOther income450 447 850 847 
Total non-interest income within the scope of ASC 606
8,547 7,722 16,329 14,876 
Total non-interest income not in scope of ASC 606
2,594 3,598 4,637 11,659 
Total non-interest income$11,141 $11,320 $20,966 $26,535 

In each of the revenue streams identified above, there were no significant judgments made in determining or allocating the transaction price, as the consideration and services are generally explicitly identified in the associated contracts.

NOTE 13 – 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 pension and postretirement benefit cost were as follow for the following periods:

Supplemental Executive Retirement Plan:
(In thousands)Location on Consolidated Statements of IncomeThree Months Ended
June 30,
Six Months Ended
June 30,
Net periodic pension cost2022202120222021
Service costSalaries and employee benefits$133 $126 $267 $252 
Interest costOther expenses115 98 230 195 
Recognized net actuarial lossOther expenses215 194 431 389 
Total$463 $418 $928 $836 

Other Postretirement Benefit Plan:
(In thousands)Location on Consolidated Statements of IncomeThree Months Ended
June 30,
Six Months Ended
June 30,
Net periodic postretirement benefit cost
2022202120222021
Service costSalaries and employee benefits$$$10 $13 
Interest costOther expenses28 25 56 51 
Recognized net actuarial lossOther expenses22 29 44 58 
Amortization of prior service creditOther expenses(6)(6)(12)(12)
Total$49 $54 $98 $110 

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NOTE 14 – 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)2022202120222021
Net income
$15,026 $18,143 $31,821 $37,883 
Dividends and undistributed earnings allocated to participating securities(1)
(40)(51)(83)(105)
Net income available to common shareholders
$14,986 $18,092 $31,738 $37,778 
Weighted-average common shares outstanding for basic EPS
14,651,851 14,943,486 14,696,323 14,930,017 
Dilutive effect of stock-based awards(2)
52,800 63,985 60,739 64,121 
Weighted-average common and potential common shares for diluted EPS
14,704,651 15,007,471 14,757,062 14,994,138 
Earnings per common share:  
Basic EPS$1.02 $1.21 $2.16 $2.53 
Diluted EPS$1.02 $1.21 $2.15 $2.52 
Awards excluded from the calculation of diluted EPS(3):
Performance-based awards305 — 76 — 
(1)    Represents dividends paid and undistributed earnings allocated to non-vested stock-based awards that contain non-forfeitable rights to dividends.
(2)    Represents the assumed dilutive effect of unexercised and/or unvested stock options, restricted shares, restricted share units and contingently issuable performance-based awards utilizing the treasury stock method.
(3)    Represents stock-based awards not included in the computation of potential common shares for purposes of calculating diluted EPS as the exercise prices were greater than the average market price of the Company's common stock, and, therefore, are considered anti-dilutive.

Non-vested 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 non-vested 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 non-vested 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 15 – 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 align more clearly with the economic value of the actively traded asset.

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

Trading Securities: The fair value of trading securities is reported using market quoted prices and has been classified as Level 1 as such securities are actively traded and no valuation adjustments have been applied.

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.

Loans Held For Sale: The fair value of loans held for sale is determined on an individual loan basis using quoted secondary market prices and is classified as Level 2.

Derivatives:  The fair value of interest rate swaps is 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. As of June 30, 2022 and December 31, 2021, the credit valuation adjustment on the overall valuation of its derivative positions and was not significant to the overall valuation of its derivatives, and, thus, the Company's interest rate swaps were classified as Level 2.

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 loan 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 is 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.
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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, 2022   
Financial assets:   
Trading securities$3,808 $3,808 $— $— 
AFS debt securities:  
Obligations of states and political subdivisions53,746 — 53,746 — 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises576,466 — 576,466 — 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises136,570 — 136,570 — 
Subordinated corporate bonds21,341 — 21,341 — 
Loans held for sale3,340 — 3,340 — 
Customer loan swaps7,272 — 7,272 — 
Interest rate contracts10,909 — 10,909 — 
Fixed rate mortgage interest rate lock commitments170 — 170 — 
Forward delivery commitments91 — 91 — 
Financial liabilities:  
Trading securities$3,808 $3,808 $— $— 
Customer loan swaps7,322 — 7,322 — 
Interest rate contracts5,836 — 5,836 — 
Fixed rate mortgage interest rate lock commitments81 — 81 — 
December 31, 2021   
Financial assets:   
Trading securities$4,428 $4,428 $— $— 
AFS debt securities:
Obligations of U.S. government-sponsored enterprises 8,344 — 8,344 — 
Obligations of states and political subdivisions117,478 — 117,478 — 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises1,000,257 — 1,000,257 — 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises358,849 — 358,849 — 
Subordinated corporate bonds22,558 — 22,558 — 
Loans held for sale5,815 — 5,815 — 
Customer loan swaps19,297 — 19,297 — 
Interest rate contracts5,589 — 5,589 — 
Fixed rate mortgage interest rate lock commitments371 — 371 — 
Forward delivery commitments86 — 86 — 
Financial liabilities:  
Trading securities$4,428 $4,428 $— $— 
Customer loan swaps19,485 — 19,485 — 
Interest rate contracts7,872 — 7,872 — 
Fixed rate mortgage interest rate lock commitments91 — 91 — 
Forward delivery commitments— — 

 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, 2022. 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.

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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 Loans:  Expected credit losses on individually assessed loans deemed to be collateral dependent are valued based upon the lower of amortized cost of fair value of the underlying collateral less costs to sell. Management estimates 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.
 
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, goodwill and core deposit 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 ACL 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 credit 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. At June 30, 2022 and December 31, 2021, the Company did not have any OREO properties.

Goodwill: 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, 2022, for which management believes it is more likely than not that goodwill is impaired.

Core Deposit Intangible Assets: The Company's core deposit intangible assets represent the estimated value of acquired customer relationships and are amortized 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. There were no events or changes in circumstances for the six months ended June 30, 2022, that indicated the carrying amount may not be recoverable.

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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, 2022   
Financial assets:   
Collateral-dependent loans$70 $— $— $70 
December 31, 2021   
Financial assets:   
Collateral-dependent loans$73 $— $— $73 

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 ValueValuation MethodologyUnobservable InputDiscount
June 30, 2022    
Collateral-dependent loans:    
Partially charged-off
$70 Market approach appraisal of
   collateral
Estimated selling costs18%
December 31, 2021
Collateral-dependent loans
Specifically reserved$73 Market approach appraisal of collateralEstimated selling costs11%


40


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:
Carrying
Amount
Fair ValueReadily
Available
Market
Prices
(Level 1)
Observable
Market
Prices
(Level 2)
Company
Determined
Market
Prices
(Level 3)
June 30, 2022
Financial assets:     
HTM debt securities$546,520 $537,538 $— $537,538 $— 
Commercial real estate loans(1)(2)
1,514,202 1,507,652 — — 1,507,652 
Commercial loans(2)
416,075 412,810 — — 412,810 
SBA PPP loans(2)
2,509 2,575 — — 2,575 
Residential real estate loans(2)
1,508,801 1,379,295 — — 1,379,295 
Home equity loans(2)
229,069 232,754 — — 232,754 
Consumer loans(2)
19,328 17,363 — — 17,363 
Servicing assets2,486 4,349 — — 4,349 
Financial liabilities:     
Time deposits$296,422 $289,787 $— $289,787 $— 
Short-term borrowings371,502 371,254 — 371,254 — 
Subordinated debentures44,331 32,362 — 32,362 — 
December 31, 2021
Financial assets:
HTM debt securities$1,291 $1,380 $— $1,380 $— 
Commercial real estate loans(1)(2)
1,474,087 1,435,794 — — 1,435,794 
Commercial loans(2)
359,512 356,463 — — 356,463 
SBA PPP loans(2)
35,934 37,133 — — 37,133 
Residential real estate loans(2)
1,300,314 1,297,592 — — 1,297,592 
Home equity loans(2)
208,934 205,920 — — 208,934 
Consumer loans(2)
19,437 17,551 — — 17,551 
Servicing assets2,471 3,310 — — 3,310 
Financial liabilities:
Time deposits$409,668 $409,264 $— $409,264 $— 
Short-term borrowings211,608 211,586 — 211,586 — 
Subordinated debentures44,331 33,248 — 33,248 — 
(1)    Commercial real estate loan includes non-owner-occupied and owner-occupied properties.
(2)    The presented carrying amount is net of the allocated ACL on loans.

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.

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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 forward-looking statements within the meaning of 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,” “potential” 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 are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult for the Company to predict. The actual results, performance or achievements of the Company may differ materially from what is reflected in such forward-looking statements

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:

the impact of the COVID-19 pandemic;
the impact of the war in Ukraine;
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 credit 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;
ongoing competition in the labor markets and increased employee turnover;
competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;
the effects of climate change on the Company and its customers, borrowers or service providers;
the effects of civil unrest, international hostilities or other geopolitical events;
deterioration in the value of the Company's investment securities;
volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, or the availability and terms of funding necessary to meet the Company’s liquidity needs;
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;
the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters; 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.

In addition, statements regarding the potential effects of the war in Ukraine, the COVID-19 pandemic and other notable national and global current events on the Company’s business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable
42


and in many cases beyond the Company's control.

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, 2021, 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.
43


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, return on average tangible equity; the efficiency ratio; net interest income (fully-taxable equivalent); earnings before income taxes and provision; earnings before income taxes, provision, and SBA PPP loan income; total loans, excluding SBA PPP loans; adjusted yield on interest-earning assets and adjusted net interest margin (fully-taxable equivalent); tangible book value per share; tangible common equity ratio; and core deposits and average core deposits. We utilize these non-GAAP financial measures 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 (a) tax effected amortization of core deposit intangible assets and (b) goodwill impairment, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and core deposit intangible assets. This adjusted financial ratio reflects a shareholder's 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)2022202120222021
Net income, as presented$15,026 $18,143 $31,821 $37,883 
Add: amortization of core deposit intangible assets, net of tax(1)
124 130 247 259 
Net income, adjusted for amortization of core deposit intangible assets
$15,150 $18,273 $32,068 $38,142 
Average equity, as presented$457,804 $538,947 $491,434 $536,311 
Less: average goodwill and core deposit intangible assets
(96,648)(97,292)(96,731)(97,377)
Average tangible equity$361,156 $441,655 $394,703 $438,934 
Return on average equity13.16 %13.50 %13.06 %14.24 %
Return on average tangible equity16.83 %16.60 %16.38 %17.52 %
(1)     Assumed a 21% tax rate.

44


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)2022202120222021
Non-interest expense, as presented$26,556 $25,590 $52,765 $50,489 
Less: prepayment penalty on borrowings— — — (514)
Adjusted non-interest expense$26,556 $25,590 $52,765 $49,975 
Net interest income, as presented$36,534 $33,529 $72,899 $65,893 
Add: effect of tax-exempt income(1)
231 265 458 536 
Non-interest income, as presented11,141 11,320 20,966 26,535 
Add: net loss on sale of securities— — 
Adjusted net interest income plus non-interest income$47,915 $45,114 $94,332 $92,964 
Ratio of non-interest expense to total revenues(2)
55.70 %57.06 %56.21 %54.63 %
Efficiency ratio55.42 %56.72 %55.94 %53.76 %
(1)     Assumed a 21% tax rate.
(2)    Revenue is the sum of net interest income and non-interest income.

Net Interest Income (Fully-Taxable Equivalent). Net interest income on a fully-taxable equivalent basis 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)2022202120222021
Net interest income, as presented$36,534 $33,529 $72,899 $65,893 
Add: effect of tax-exempt income(1)
231 265 458 536 
Net interest income (fully-taxable equivalent)$36,765 $33,794 $73,357 $66,429 
(1)     Assumed a 21% tax rate.

45


Earnings before Income Taxes and Provision, and Earnings before Income Taxes, Provision and SBA PPP Loan Income. Earnings before income taxes and provision, and earnings before income taxes, provision and SBA PPP loan income are each a supplemental measure of operating earnings and performance. Earnings before income taxes and provision is calculated as net income before provision for credit losses and income tax expense, and earnings before income taxes, provision and SBA PPP loan income is calculated as net income before provision for credit losses, income tax expense and SBA PPP loan income. These supplemental measures have become more widely used by financial institutions as a measure of financial performance for comparability across financial institutions due to the impact of the COVID-19 pandemic on the provision for credit losses, as well as the origination of SBA PPP loans in response to the COVID-19 pandemic that are not a recurring and sustainable source of revenues for financial institutions.
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)2022202120222021
Net income, as presented$15,026 $18,143 $31,821 $37,883 
Add: income tax expense, as presented3,748 4,519 8,009 9,415 
Add: provision (credit) for credit losses, as presented2,345 (3,403)1,270 (5,359)
Earnings before income taxes and provision for credit losses$21,119 $19,259 $41,100 $41,939 
Less: SBA PPP loan income(165)(1,660)(1,198)(3,536)
Earnings before income taxes, provision for credit losses and SBA PPP Loan income$20,954 $17,599 $39,902 $38,403 

Adjusted Yield on Interest-Earning Assets. Adjusted yield on interest-earning assets normalizes the Company's reported yield on interest-earning assets for certain unusual, non-recurring items, including: (i) the impact of SBA PPP loans and (ii) excess cash/liquidity held by the Company, primarily due to Federal stimulus programs and changes in the FRB cash holding requirements for financial institutions both in response to COVID-19.
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Yield on interest-earning assets, as presented3.11 %3.06 %3.09 %3.10 %
Add: effect of excess liquidity on yield on interest-earning assets0.02 %0.12 %0.03 %0.11 %
Less: effect of SBA PPP loans on yield on interest-earning assets(0.01)%(0.04)%(0.04)%(0.05)%
Adjusted yield on interest-earning assets3.12 %3.14 %3.08 %3.16 %

Adjusted Net Interest Margin (Fully-Taxable Equivalent). Adjusted net interest margin on a fully-taxable equivalent basis normalizes the Company's reported net interest margin on a fully-taxable equivalent basis for certain unusual, non-recurring items, including: (i) the impact of SBA PPP loans and (ii) excess cash/liquidity held by the Company, primarily due to Federal stimulus programs and changes in the FRB cash holding requirements for financial institutions both in response to COVID-19.
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Net interest margin (fully-taxable equivalent), as presented2.84 %2.83 %2.85 %2.85 %
Add: effect of excess liquidity on net interest margin (fully-taxable equivalent)0.02 %0.11 %0.03 %0.10 %
Less: effect of SBA PPP loans on net interest margin (fully-taxable equivalent)(0.01)%(0.05)%(0.03)%(0.05)%
Adjusted net interest margin (fully-taxable equivalent)2.85 %2.89 %2.85 %2.90 %
46



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 a company's capital adequacy.
(In thousands, except number of shares, per share data and ratios)June 30,
2022
December 31,
2021
Tangible Book Value Per Share:
Shareholders’ equity, as presented$446,381 $541,294 
Less: goodwill and other intangible assets(96,573)(96,885)
Tangible shareholders’ equity$349,808 $444,409 
Shares outstanding at period end14,625,041 14,739,956 
Book value per share$30.52 $36.72 
Tangible book value per share$23.92 $30.15 
Tangible Common Equity Ratio:
Total assets$5,466,496 $5,500,356 
Less: goodwill and other intangible assets(96,573)(96,885)
Tangible assets$5,369,923 $5,403,471 
Common equity ratio8.17 %9.84 %
Tangible common equity ratio6.51 %8.22 %

Core Deposits. Core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates core deposits as total deposits (as reported on the consolidated statements of condition) less certificates of deposit and brokered deposits. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.
(In thousands)June 30,
2022
December 31,
2021
Total deposits$4,527,061 $4,608,889 
Less: certificates of deposit(296,408)(309,648)
Less: brokered deposits(83,379)(208,468)
Core deposits$4,147,274 $4,090,773 

Average Core Deposits. Average core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates average core deposits as total deposits (as disclosed on the Average Balance, Interest and Yield/Rate Analysis tables) less certificates of deposit. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.
Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)2022202120222021
Total average deposits$4,382,798 $3,984,113 $4,381,424 $3,877,803 
Less: average certificates of deposit(298,335)(338,595)(301,510)(345,039)
Average core deposits$4,084,463 $3,645,518 $4,079,914 $3,532,764 

47


Total Loans, Excluding SBA PPP loans. Total loans, excluding SBA PPP loans is used by management to measure the Company's core loan portfolio. The Company calculates total loans, excluding SBA PPP loans as total loans (as reported on the consolidated statements of condition) less SBA PPP loans.
(In thousands)June 30,
2022
December 31,
2021
Total loans, as presented$3,724,227 $3,431,474 
Less: SBA PPP loans(2,509)(35,953)
Total loans, excluding SBA PPP loans$3,721,718 $3,395,521 

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 differ materially from our 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 ACL, including the ACL on loans, off-balance sheet credit exposures and investments; (ii) accounting for acquisitions and the subsequent review of goodwill and intangible assets generated in an acquisition for impairment; (iii) income taxes; and (iv) accounting for defined benefit and postretirement plans.

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, 2021. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2021, for discussion of the Company's critical accounting policies.

Refer to Note 2 of the consolidated financial statements for discussion of accounting pronouncements issued but yet to be adopted and implemented.

GENERAL OVERVIEW

Camden National Corporation (hereafter referred to as “we,” “our,” “us,” or the “Company”) is a publicly-held bank holding company, with approximately $5.5 billion in assets at June 30, 2022, 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 operates throughout Maine, with its primary markets and presence being throughout coastal and central Maine, and select areas of New Hampshire and Massachusetts. 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.

EXECUTIVE OVERVIEW
 
Operating Results. Net income for the second quarter of 2022 was $15.0 million, a decrease of $3.1 million, or 17%, compared to the second quarter of 2021, and diluted EPS decreased correspondingly $0.19, or 16%, to $1.02 for the second quarter of 2022 compared to the same period last year. Earnings before income taxes and provision expense (non-GAAP) for the second quarter of 2022 were $21.0 million, an increase of $1.9 million, or 10%, between periods, and earnings before income taxes, provision expense and SBA PPP loan income (non-GAAP) increased $3.4 million, or 19%, between periods.

Revenues (defined as the sum of net interest income and non-interest income) for the second quarter of 2022 totaled $47.7 million, an increase of $2.8 million, or 6%, compared to the second quarter of 2021.
48


Net interest income increased $3.0 million, or 9%, between periods driven by strong average interest-earning asset growth over the course of the year of $402.9 million, or 8%. Average investments grew to $1.5 billion for the second quarter of 2022, up 19% over the second quarter of 2021 as the Company deployed its excess liquidity built-up from strong deposit growth into investments. Average loans grew to $3.6 billion, up 11% over the second quarter of 2021.
Non-interest income decreased $179,000, or 2%, between periods led by lower mortgage banking income of $1.1 million, but partially offset by higher service charge fees and brokerage and insurance commissions. The decrease in mortgage banking activity reflects the change in the markets between periods, highlighted by the change in interest rates. During the second quarter of 2022, the Company sold 20% of its residential mortgage loan production, compared to 40% for the same period last year. In addition, the Company's residential mortgage production volumes through the first six months of 2022 have slowed commensurate with the overall industry.

A provision for credit losses of $2.3 million was reported for the second quarter of 2022, compared to a $3.4 million credit for credit losses (or "negative" provision expense) for the second quarter of 2021. This increase was driven by: (1) a softening overall economy, and (2) 5% loan growth during the quarter that offset (3) the release of $2.4 million of additional reserves on certain commercial real estate loans that were modified in 2020 due to the COVID-19 pandemic.

Non-interest expense for the second quarter of 2022 was $26.6 million, an increase of $966,000, or 4%, over the second quarter of 2021 led by higher consulting and professional fees and data processing-related costs.

Net income for the six months ended June 30, 2022 was $31.8 million, a decrease of $6.1 million, or 16%, over the six
months ended June 30, 2021, and diluted EPS was $2.15 for the six months ended June 30, 2022, a decrease of $0.37, or 15%,
compared to the same period last year. Earnings before income taxes and provision expense (non-GAAP) for the six months ended June 30, 2022 were $41.1 million, a decrease of $839,000, or 2%, over the same period of 2021, and earnings before income taxes and provision expense and SBA PPA loan income (non-GAAP) for the six months ended June 30, 2022 increased $1.5 million, or 4%, between periods.

Net interest income for the first half of 2022 was $72.9 million, an increase of $7.0 million, or 11%, compared to the first
half of 2021. This increase was driven by average interest-earning assets growth of $482.2 million, or 10%.

Non-interest income for the first half of 2022 was $21.0 million, a decrease of $5.6 million, or 21%, compared to the same period in 2021. This decrease was due to the decrease in mortgage banking income of $7.2 million, or 74%, but was partially offset by higher service charge fees, brokerage and insurance commissions, and debit card income.

A provision for credit losses of $1.3 million was recorded for the first half of 2022, compared to a release of $5.4 million for the first half of 2021. This increase was primarily the result of a change in our economic outlook between periods. During the first half of 2021, reserves were released as expected credit losses during the onset of the COVID-19 pandemic in 2020 did not manifest. In the first half of 2022, our economic outlook softened as interest rates rose sharply and the likelihood of a slowing economy increased.

Non-interest expense for the first half of 2022 was $52.8 million, an increase of $2.3 million, or 5%, over the first half of 2021. This increase was led by an increase in salaries and employee benefits of 4% due to normal annual merit increases and an off-cycle wage increase for many of our employees in the fourth quarter of 2021, as well as higher consulting and professional fees and data processing-related costs.

Other key financial metrics for the periods indicated were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Return on average assets (annualized)1.11 %1.42 %1.18 %1.52 %
Return on average equity (annualized)13.16 %13.50 %13.06 %14.24 %
Return on average tangible equity (annualized) (non-GAAP) 16.83 %16.60 %16.38 %17.52 %
Ratio of non-interest expense to total revenues55.70 %57.06 %56.21 %54.63 %
Efficiency ratio (non-GAAP)55.42 %56.72 %55.94 %53.76 %
Overhead ratio (non-interest expense divided by average assets) (annualized) 1.96 %2.00 %1.95 %2.01 %

49


Asset Quality. As of June 30, 2022, the Company's asset quality metrics remained very strong with non-performing assets of 0.11% of total assets and loans 30-89 days past due of 0.06% of total loans. In comparison, at December 31, 2021, non-performing assets were 0.13% of total assets, and loans 30-89 days past due were 0.04% of total loans.

Capital. As of June 30, 2022, the Company's regulatory capital ratios were each well in excess of regulatory capital requirements. Despite the Company's regulatory capital ratios remaining strong, a decrease in the market value of the AFS investment portfolio due to the increase in interest rates during the first half of 2022 caused decreases across the common equity ratio, tangible common equity ratio (non-GAAP), book value per share and tangible book value per share (non-GAAP) over this period. During the second quarter of 2022, the Company transferred certain securities from AFS to HTM to help preserve capital should interest rates continue to rise, and in doing so, $56.6 million of unrealized losses, net of tax, were isolated within capital and will amortize over the remaining life of the securities. The Company's non-regulatory capital ratios and book value as of the dates indicated were as follows:
As of June 30, 2022, the Company's common equity ratio was 8.17% and its tangible common equity ratio (non-GAAP) was 6.51%, compared to 8.90% and 7.25% as of March 31, 2022, respectively, and 9.84% and 8.22% as of December 31, 2021, respectively.
As of June 30, 2022, the Company's book value per share was $30.52 and its tangible book value per share (non-GAAP) was $23.92, compared to $32.72 and $26.16 as of March 31, 2022, respectively, and $36.72 and $30.15 as of December 31, 2021, respectively.

In the first quarter of 2022, the Company initiated a new share repurchase program for up to 750,000 shares of its common stock, or approximately 5% of the Company's shares outstanding. This share repurchase program replaces the program that terminated in January 2021. The Company repurchased 161,556 shares of its outstanding common stock through the first six months of 2022 at a weighted-average price of $45.89 per share, which included the repurchase of 148,470 shares at an average price of $45.83 per share in the second quarter of 2022.


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, adjusted for 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 ("revenue" is defined as the sum of net interest income and non-interest income). For the quarter ended June 30, 2022, net interest income was 76% of total revenues, compared to 75% for the quarter ended June 30, 2021. 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.

For the quarter ended June 30, 2022, net interest income was $36.5 million, an increase of $3.0 million, or 9%, over the quarter ended June 30, 2021, and on a fully-taxable equivalent basis (non-GAAP), net interest income was $36.8 million, an increase of $3.0 million, or 9%, over the same period. Interest income on a fully-taxable equivalent basis increased $3.7 million, or 10%, over this period to $40.3 million for the quarter ended June 30, 2022, while interest expense increased $759,000, or 28%, to $3.5 million for the quarter ended June 30, 2022.
The increase in interest income on a fully-taxable equivalent basis for the quarter ended June 30, 2022 over the same quarter last year was driven by: (1) average interest-earning asset growth of $402.9 million, or 8%, between periods, which included average loan growth of $352.5 million, or 11%, average investments growth of $235.1 million, or 19%, net of a decrease in interest-earning cash balances of $184.7 million, or 78%, partially offset by (2) lower SBA PPP loan income of $1.5 million. Our average loan growth between periods was concentrated in: (1) residential real estate, which grew $364.1 million, or 33%, as, beginning in the second quarter of 2021, we shifted our strategy to hold more residential mortgage production within our loan portfolio, and (2) commercial real estate, which grew $92.9 million, or 7%, (3) commercial loans, which grew $69.4 million, or 21%, offsetting (4) decreasing average SBA PPP loan balances of $153.6 million as borrowers took advantage of loan forgiveness. Our investment growth between periods was driven by our heavy investment activity throughout 2021, as we deployed our excess liquidity generated from the COVID-19 pandemic-related deposit surge, as stimulus monies were issued to consumers and businesses, into investments to drive net interest income growth through higher yielding assets.

50


For the quarter ended June 30, 2022, our interest-earning asset yield was 3.11%, compared to 3.06% for the quarter ended June 30, 2021. This increase in our interest-earning asset yield reflects the shift in asset mix between periods as excess cash was deployed to fund strong loan growth over the past 12 months of 13% and into the investment portfolio. Also, between periods the interest rate environment significantly changed as the FOMC raised interest rates in an effort to curb inflation. For the quarter ended June 30, 2022, the average interest rate for 10-year U.S. Treasury was 2.93%, compared to 1.59% for the quarter ended June 30, 2021.

The increase in interest expense for the quarter ended June 30, 2022 over the same period last year was driven by the increase in interest rates between periods. Average deposit growth between periods of $398.7 million, or 10%, particularly average low-cost core deposits (non-GAAP) growth of $438.9 million, or 12%, negated some of the impact of higher interest rates increasing the Company's cost of funds 5 basis points between periods to 0.29% for the quarter ended June 30, 2022. For the quarter ended June 30, 2022, the average Effective Federal Funds Rate was 0.76%, compared to 0.07% for the quarter ended June 30, 2021.

For the quarter ended June 30, 2022, net interest margin was 2.84%, an increase of 1 basis point over the quarter ended June 30, 2021.

For the six months ended June 30, 2022, net interest income was $72.9 million, an increase of $7.0 million, or 11%, over the same period for 2021, and on a fully-taxable equivalent basis (non-GAAP) was $73.4 million, an increase of $6.9 million, or 10%, over the same period. Interest income on a fully-taxable equivalent basis increased $7.2 million, or 10%, over this period to $79.3 million for the six months ended June 30, 2022, while interest expense increased $228,000, or 4%, over this period to $6.0 million for the six months ended June 30, 2022.

The increase in interest income on a fully-taxable equivalent basis for the six months ended June 30, 2022 over the same period last year was driven by: (1) average interest-earning asset growth of $482.2 million, or 10%, between periods, which included average loan growth of $283.4 million, or 9%, average investments growth of $346.7 million, or 23%, net of a decrease in average interest-earning cash balances of $148.0 million, or 66%, partially offset by (2) lower SBA PPP loan income of $2.3 million. Our average loan growth between periods was concentrated in: (1) residential real estate, which grew $314.5 million, or 29%, as, beginning in the second quarter of 2021, we shifted our strategy to hold more residential mortgage production within our loan portfolio, and (2) commercial real estate, which grew $99.7 million, or 7%, (3) commercial loans, which grew $48.3 million, or 14%, offsetting (4) decreasing average SBA PPP loan balances of $143.4 million as borrowers took advantage of loan forgiveness. Our investment growth between periods was driven by our heavy investment activity throughout 2021 as we deployed our excess liquidity to drive net interest income growth through higher yielding assets.

For the six months ended June 30, 2022, our interest-earning asset yield was 3.09%, compared to 3.10% for the same period last year. This decrease in our interest-earning asset yield was driven by a lower average loan yield of 9 basis points between periods to 3.67% for the six months ended June 30, 2022. The primary drivers for the decrease in our average loan yield was the decrease in average loan yield for residential mortgages of 31 basis points and commercial of 33 basis points. Throughout 2021, customers actively refinanced residential and commercial loans to take advantage of the lower interest rate environment driving lower yielding new loan originations and compressing the average yield in these two loan segments.

The increase in interest expense for the six months ended June 30, 2022 over the same period last year was driven by the increase in average funding liabilities of $448.9 million, or 10%. Average deposits grew $503.6 million, or 13%, between periods and was driven by low-cost core deposits (non-GAAP) growth of $547.2 million, or 15%. Strong core deposit growth allowed for lower average borrowings of $54.8 million, or 11%, between periods, and the shift in funding mix provided for a decrease in funding costs of 1 basis point between periods to 0.25% for the six months ended June 30, 2022.

For the six months ended June 30, 2022 and 2021, net interest margin was 2.85%.

The following table presents 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:
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Quarterly Average Balance, Interest and Yield/Rate Analysis
Three Months Ended
June 30, 2022June 30, 2021
(Dollars in thousands)Average BalanceInterestYield/RateAverage BalanceInterestYield/Rate
Assets
Interest-earning assets:
 Interest-bearing deposits in other banks and other interest-earning assets$51,018 $55 0.43 %$235,676 $56 0.09 %
Investments - taxable1,366,612 6,084 1.78 %1,129,682 4,582 1.62 %
Investments - nontaxable(1)
112,954 975 3.45 %114,811 965 3.36 %
Loans(2):
Commercial real estate1,500,284 14,142 3.73 %1,407,374 12,792 3.60 %
Commercial(1)
399,240 3,674 3.64 %329,875 3,315 3.98 %
SBA PPP4,696 165 13.88 %158,258 1,660 4.15 %
Municipal(1)
18,633 145 3.13 %26,137 212 3.26 %
Residential real estate1,457,639 12,461 3.42 %1,093,502 10,310 3.77 %
Consumer and home equity240,967 2,560 4.26 %253,825 2,639 4.17 %
Total loans3,621,459 33,147 3.64 %3,268,971 30,928 3.76 %
Total interest-earning assets5,152,043 40,261 3.11 %4,749,140 36,531 3.06 %
Cash and due from banks49,733 53,048 
Other assets242,093 364,258 
Less: ACL(32,234)(35,629)
Total assets$5,411,635 $5,130,817 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking$1,199,678 $— — %$970,446 $— — %
Interest checking1,426,335 1,147 0.32 %1,311,400 588 0.18 %
Savings751,274 77 0.04 %659,892 67 0.04 %
Money market707,176 746 0.42 %703,780 506 0.29 %
Certificates of deposit298,335 324 0.44 %338,595 449 0.53 %
Total deposits4,382,798 2,294 0.21 %3,984,113 1,610 0.16 %
Borrowings:
Brokered deposits145,735 216 0.59 %284,194 311 0.44 %
Customer repurchase agreements223,212 224 0.40 %184,663 176 0.38 %
Subordinated debentures44,331 532 4.81 %46,639 640 5.50 %
Other borrowings85,917 230 1.07 %— — — %
Total borrowings499,195 1,202 0.97 %515,496 1,127 0.88 %
Total funding liabilities4,881,993 3,496 0.29 %4,499,609 2,737 0.24 %
Other liabilities71,838 92,261 
Shareholders' equity457,804 538,947 
Total liabilities & shareholders' equity$5,411,635 $5,130,817 
Net interest income (fully-taxable equivalent)36,765 33,794 
Less: fully-taxable equivalent adjustment(231)(265)
Net interest income$36,534 $33,529 
Net interest rate spread (fully-taxable equivalent)2.82 %2.82 %
Net interest margin (fully-taxable equivalent)2.84 %2.83 %
Adjusted net interest margin (fully-taxable equivalent) (non-GAAP)2.85 %2.89 %
(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.


52



Year-to-Date Average Balance, Interest and Yield/Rate Analysis
Six Months Ended
June 30, 2022June 30, 2021
(Dollars in thousands)Average BalanceInterestYield/RateAverage BalanceInterestYield/Rate
Assets
Interest-earning assets:
 Interest-bearing deposits in other banks and other interest-earning assets$75,375 $88 0.23 %$223,329 $102 0.09 %
Investments - taxable1,387,971 12,110 1.74 %1,038,575 8,636 1.66 %
Investments - nontaxable(1)
113,982 1,941 3.41 %116,630 1,887 3.24 %
Loans(2):
Commercial real estate1,494,824 27,702 3.69 %1,395,152 25,166 3.59 %
Commercial(1)
386,147 6,976 3.59 %337,897 6,662 3.92 %
SBA PPP13,145 1,198 18.12 %156,588 3,536 4.49 %
Municipal(1)
16,937 275 3.28 %25,141 410 3.29 %
Residential real estate1,402,838 24,114 3.44 %1,088,330 20,388 3.75 %
Consumer and home equity233,888 4,942 4.26 %261,227 5,403 4.17 %
Total loans3,547,779 65,207 3.67 %3,264,335 61,565 3.76 %
Total interest-earning assets5,125,107 79,346 3.09 %4,642,869 72,190 3.10 %
Cash and due from banks48,782 52,305 
Other assets275,124 376,234 
Less: ALL(32,670)(36,771)
Total assets$5,416,343 $5,034,637 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking$1,199,567 $— — %$894,460 $— — %
Interest checking1,420,552 1,810 0.26 %1,300,516 1,200 0.19 %
Savings751,087 153 0.04 %643,333 130 0.04 %
Money market708,708 1,264 0.36 %694,455 1,029 0.30 %
Certificates of deposit301,510 662 0.44 %345,039 998 0.58 %
Total deposits4,381,424 3,889 0.18 %3,877,803 3,357 0.17 %
Borrowings:
Brokered deposits160,982 454 0.57 %284,406 627 0.44 %
Customer repurchase agreements215,721 354 0.33 %175,245 297 0.34 %
Subordinated debentures44,331 1,061 4.83 %52,950 1,445 5.50 %
Other borrowings43,998 231 1.06 %7,182 35 0.99 %
Total borrowings465,032 2,100 0.91 %519,783 2,404 0.93 %
Total funding liabilities4,846,456 5,989 0.25 %4,397,586 5,761 0.26 %
Other liabilities78,453 100,740 
Shareholders' equity491,434 536,311 
Total liabilities & shareholders' equity$5,416,343 $5,034,637 
Net interest income (fully-taxable equivalent)73,357 66,429 
Less: fully-taxable equivalent adjustment(458)(536)
Net interest income$72,899 $65,893 
Net interest rate spread (fully-taxable equivalent)2.84 %2.84 %
Net interest margin (fully-taxable equivalent)2.85 %2.85 %
Adjusted net interest margin (fully-taxable equivalent) (non-GAAP)
2.85 %2.90 %
(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.
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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.
Three Months Ended
June 30, 2022 vs. June 30, 2021
Six Months Ended
June 30, 2022 vs. June 30, 2021
Increase (Decrease) Due to:Net Increase (Decrease)Increase (Decrease) Due to:Net Increase (Decrease)
(In thousands)VolumeRateVolumeRate
Interest-earning assets:            
Interest-bearing deposits in other banks and other interest-earning assets
$(42)$41 $(1)$(67)$53 $(14)
Investments – taxable
960 542 1,502 2,900 574 3,474 
Investments – nontaxable
(16)26 10 (43)97 54 
Commercial real estate
845 505 1,350 1,799 737 2,536 
Commercial
698 (339)359 951 (637)314 
SBA PPP
(1,611)116 (1,495)(3,238)900 (2,338)
Municipal
(61)(6)(67)(134)(1)(135)
Residential real estate
3,432 (1,281)2,151 5,897 (2,171)3,726 
Consumer and home equity
(134)55 (79)(565)104 (461)
Total interest income (fully-taxable equivalent)
4,071 (341)3,730 7,500 (344)7,156 
Interest-bearing liabilities:
Interest checking
52 507 559 113 497 610 
Savings
10 21 23 
Money market
238 240 21 214 235 
Certificates of deposit
(53)(72)(125)(125)(211)(336)
Brokered deposits
(152)57 (95)(269)96 (173)
Customer repurchase agreements
37 11 48 69 (12)57 
Subordinated debentures
(32)(76)(108)(235)(149)(384)
Other borrowings
230 — 230 181 15 196 
Total interest expense93 666 759 (224)452 228 
Net interest income (fully-taxable equivalent)
$3,978 $(1,007)$2,971 $7,724 $(796)$6,928 

Net interest income on a fully-taxable equivalent basis included the following for the periods indicated:
Income Statement LocationThree Months Ended
June 30,
Six Months Ended
June 30,
(In thousands)2022202120222021
Loan feesInterest income$222 $1,253 $1,303 $2,693 
Net fair value mark accretion from purchase accounting
Interest income and Interest expense46 192 126 425 
Recoveries on previously charged-off acquired loans
Interest income24 108 169 133 
Total$292 $1,553 $1,598 $3,251 


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Provision (Credit) for Credit Losses

The provision (credit) for credit losses was made up of the following components for the periods indicated:
Three Months Ended
June 30,
ChangeSix Months Ended
June 30,
Change
(Dollars in thousands)20222021$%20222021$%
Provision (credit) for loan losses$2,511 $(3,452)$5,963 (173)%$1,275 $(5,306)$6,581 (124)%
(Credit) provision for credit losses on off-balance sheet credit exposures(166)49 (215)N.M.(5)(53)48 N.M.
Provision (credit) for credit losses$2,345 $(3,403)$5,748 (169)%$1,270 $(5,359)$6,629 (124)%

For the three and six months ended June 30, 2022, a provision for credit losses on loans was recorded of $2.5 million and $1.3 million, respectively. The provision for credit losses on loans for the three and six months ended June 30, 2022, was driven by: (1) a softening overall economy and the increasing likelihood of an economic slowdown, and (2) 5% loan growth for the quarter ended June 30, 2022 and 9% loan growth for the first half of 2022, that offset (3) the release of $2.4 and $4.3 million for the three and six months ended June 30, 2022, respectively, of additional reserves provided for certain commercial real estate loans at the onset of the COVID-19 pandemic due to the heightened credit risk at that time. For these loans, the Company established certain credit metrics that would need to be met by the borrower prior to releasing the reserve, including a debt service coverage ratio and consistent timely payments of full principal and interest as agreed.

For the three and six months ended June 30, 2021, a credit for credit losses on loans of $3.5 million and $5.3 million,
respectively, was recorded. These releases reflected an improvement in the Company's macroeconomic outlook at that time and the continued strength of the Company's credit quality.

Net charge-offs for the three and six months ended June 30, 2022 were $37,000 and $287,000, respectively, compared to $263,000 and $499,000 for the three and six months ended June 30, 2021.
Non-Interest Income

The following table presents the components of non-interest income for the periods indicated:
 Three Months Ended
June 30,
ChangeSix Months Ended
June 30,
Change
(Dollars in thousands)20222021$%20222021$%
Debit card income$3,213 $3,112 $101 %$6,137 $5,848 $289 %
Service charges on deposit accounts(1)
1,931 1,517 414 27 %3,764 3,056 708 23 %
Income from fiduciary services
1,681 1,707 (26)(2)%3,312 3,233 79 %
Mortgage banking income, net(2)
1,517 2,598 (1,081)(42)%2,551 9,707 (7,156)(74)%
Brokerage and insurance commissions(3)
1,272 939 333 35 %2,266 1,892 374 20 %
Bank-owned life insurance
569 591 (22)(4)%1,145 1,185 (40)(3)%
Net loss on sale of securities(9)— (9)N.M.(9)— (9)N.M.
Other income
967 856 111 13 %1,800 1,614 186 12 %
Total non-interest income$11,141 $11,320 $(179)(2)%$20,966 $26,535 $(5,569)(21)%
Non-interest income as a percentage of total revenues
23 %25 %22 %29 %
(1)    Service charges on deposit accounts: The increase for the three and six months ended June 30, 2022, compared to the same periods of 2021, was driven by a decrease in overdraft fees in 2021 due to stimulus funds received by customers and an increase in deposit account fees.
(2)    Mortgage banking income, net: The decrease for the three months ended June 30, 2022, compared to the same period of 2021, was driven by the change in the markets between periods highlighted by the change in interest rates. During the second quarter of 2022, the Company sold $47.0 million, or 20%, of its residential mortgage loan production compared to $110.8 million, or 40%, of its residential mortgage loan production for the second quarter of 2021. Our markets saw
55


elevated housing demand through 2020 and 2021 largely in response to the COVID-19 pandemic. This activity, coupled with the low interest rate environment, drove record residential mortgage production in 2021. The increase in interest rates through the first half of 2022, together with higher housing prices and operating in highly competitive markets, has slowed residential mortgage production through the first half of 2022 and decreased the amount of salable production to the secondary market.
The decrease for the six months ended June 30, 2022, compared to the same period of 2021, was due to the decrease in residential mortgage loan sales, compared to June 30, 2021. For the six months ended June 30, 2022, the Company sold $93.7 million, or 20%, of its residential mortgages, compared to $303.4 million, or 47%, for the six months ended June 30, 2021. This decrease was driven by the decrease in residential mortgage production through the first six months of 2022 (for the reasons outlined above), which have slowed commensurate with the overall industry. Beginning in the second quarter of 2021, the Company shifted its strategy to hold more of its residential mortgage production within its portfolio.
(3)    Brokerage and insurance commissions: The increase for the three and six months ended June 30, 2022, compared to the
same periods of 2021, was driven by an increase in production across the sales team as well as an increase an annuity sales, as customers look to mitigate the impact of market volatility.

Non-Interest Expense

The following table presents the components of non-interest expense for the periods indicated:
 Three Months Ended
June 30,
ChangeSix Months Ended
June 30,
Change
(Dollars in thousands)20222021$%20222021$%
Salaries and employee benefits(1)
$15,402 $15,318 $84 %$30,908 $29,840 $1,068 %
Furniture, equipment and data processing(2)
3,202 2,947 255 %6,334 5,974 360 %
Net occupancy costs
1,806 1,805 — %3,950 3,756 194 %
Consulting and professional fees(3)
1,293 997 296 30 %2,300 1,860 440 24 %
Debit card expense
1,134 1,074 60 %2,200 2,060 140 %
Regulatory assessments515 487 28 %1,170 990 180 18 %
Amortization of core deposit intangible assets
157 164 (7)(4)%313 328 (15)(5)%
Other real estate owned and collection costs (recoveries), net38 (25)63 (252)%(47)(216)169 (78)%
Other expenses3,009 2,823 186 %5,637 5,897 (260)(4)%
Total non-interest expense
$26,556 $25,590 $966 %$52,765 $50,489 $2,276 %
Ratio of non-interest expense to total revenues55.70 %57.06 %56.21 %54.63 %
Efficiency ratio (non-GAAP)55.42 %56.72 %55.94 %53.76 %
(1)    Salaries and employee benefits: The increase for the six months ended June 30, 2022, compared to the six months ended June 2021, was driven by higher salary costs of 11% due to normal merit cycles and an off-cycle merit increase in October 2021 to address inflationary pressures for our employees and the competitive labor market. Higher salary costs were partially offset by suspending the discretionary profit sharing plan for employees, effective January 1, 2022. These salary increases were offset by lower incentive accruals between periods.
(2)    Furniture, equipment and data processing costs: The increase for the three and six months ended June 30, 2022, compared to the same periods of 2021, was driven by our continued investment in technology and data processing.
(3)    Consulting and professional fees: The increase for the three and six months ended June 30, 2022, compared to the same periods of 2021, was driven by an increase in directors' share-based compensation expense.

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FINANCIAL CONDITION

Cash and Cash Equivalents

Total cash and cash equivalents at June 30, 2022, were $76.4 million, compared to $220.6 million at December 31, 2021. This decrease was due to the deployment of cash and cash equivalents' balances to support strong loan growth of 9% during the first six months of 2022. We continually monitor our cash levels as part of our liquidity risk management practices.

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 returns without undue risk. At June 30, 2022 and December 31, 2021, the Company’s investment portfolio generally consists of MBS, CMO, municipal and corporate debt securities, FHLBB and FRB common stock, and mutual funds held in a rabbi trust for its executive and director nonqualified retirement plans. We designate our debt securities as AFS or HTM based on our intent and investment strategy and they are carried at fair value or amortized cost, respectively. Our FHLBB and FRB common stock is carried at cost, and our mutual funds are designated as trading securities and are carried at fair value.

During the quarter ended June 30, 2022, we transferred 141 securities with a fair value of $520.3 million from AFS to HTM to help manage our capital position in a rising interest rate environment. The securities were reclassified at fair value at the time of the transfer, a non-cash transaction. The unrealized losses on the AFS debt securities at the time of the transfer were $72.1 million, pre-tax, and were reported within AOCI. The weighted average life of the transferred securities as of the date of transfer was 8.8 years and the unrealized losses will be amortized over the remaining lives. At June 30, 2022, the net unrealized losses on the transferred securities reported within AOCI were $56.0 million, net of a deferred tax asset of $15.3 million.

At June 30, 2022, the Company's investments portfolio totaled $1.4 billion, a decrease of $170.6 million, or 11%, since December 31, 2021. This was driven by changes within our debt securities portfolio, including:

Paydowns, calls and maturities of $122.3 million and sales of $8.7 million;
A net decrease in the fair value of the AFS debt securities portfolio of $75.0 million as interest rates rose sharply during the first half of 2022 in anticipation of a tightening economic policy to curb inflationary pressures. As a result, the 2-year U.S. Treasury increased 219 basis points and the 10-year U.S. Treasury increased 146 basis points during the first half of 2022 to 2.92% and 2.98%, respectively, at June 30, 2022, causing bond prices to fall. The change in market interest rates was the primary driver of the increase in the weighted average life of our debt securities portfolio from 5.9 years at December 31, 2021 to 6.6 years at June 30, 2022;
A decrease of $72.1 million due to the unrealized losses on the AFS securities that were transferred to HTM;
Partially offset by purchases of $105.4 million of debt securities during the first half of 2022. The weighted-average life of investments purchased during this period 6.1 years.

Our debt securities designated as AFS, which comprised 58% and 99% of our investment portfolio at June 30, 2022 and December 31, 2021, respectively, were carried at fair value using level 2 valuation techniques. Refer to Note 15 of the consolidated financial statements for further details on fair value. At June 30, 2022 and December 31, 2021, investments were 25% and 28% of total assets, respectively. Our debt securities designated as HTM, comprised 40% at June 30, 2022 and were less than 1% at December 31, 2021. Our HTM debt securities were carried at amortized cost on the consolidated statements of condition.

The AFS and HTM debt securities portfolio has limited credit risk due to its composition, which includes highly-rated debt securities by nationally recognized rating agencies, and securities backed by the U.S. government and government-sponsored agencies. At June 30, 2022 and December 31, 2021, these investments represented 90% of the investment portfolio. The majority of the municipal bonds, which represented 8% of the investment portfolio at June 30, 2022 and December 31, 2021, had a credit rating of "AA" or higher.

Other investments on the consolidated statements of condition consist of FHLBB and FRB common stock. These investments are carried at cost. We are required to maintain a certain level of investment in FHLBB stock based on our level of FHLBB advances, and maintain a certain level of investment in FRB common stock based on the Bank's capital levels. As of
57


June 30, 2022 and December 31, 2021, investment in FHLBB stock totaled $9.1 million and $4.9 million, respectively, and our investment in FRB stock was $5.4 million at each date.

Investments in mutual funds are designated as trading securities and carried at fair value. These investments are held within a rabbi trust and will be used for future payments associated with the Company’s Executive and Director Deferred Compensation Plan. These investments are carried at fair value using level 1 valuation techniques. Refer to Note 15 of the consolidated financial statements for further details on fair value.

AFS debt securities that are in an unrealized loss position are assessed to determine if an allowance should be recorded or if a write-down is required. We did not record any allowances or write-down any of our AFS debt securities in an unrealized loss position as of June 30, 2022 or December 31, 2021. As noted above, the unrealized losses within our AFS debt securities as of June 30, 2022 and December 31, 2021 were driven by changes in the interest rate environment and were not credit-related.

HTM debt securities are assessed to determine if an allowance should be recorded or if a write-down is required. Based on the portfolio of the HTM debt securities as of June 30, 2022 and December 31, 2021, we did not record any allowances or write-down any of the HTM debt securities, Refer to "Note 3—Investments" for further discussion of the detail of the portfolio and our determination that the expected credit loss was immaterial.

We continually 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, 2022, compared to December 31, 2021, remains relatively unchanged and the Company expects it will continue to be well positioned to provide a stable source of cash flow. At June 30, 2022 and December 31, 2021, the duration of our debt investment securities portfolio, adjusting for calls when appropriate and consensus prepayment speeds, was 5.8 years and 4.8 years, respectively. Similar to the weighted-average life of the investment portfolio, the duration of the investment portfolio primarily increased between periods due to the increase in interest rates during the first half of 2022.

Loans

The Company provides loans primarily to customers located within our geographic market area. Our primary market continues to be Maine, making up 71% and 72% of the loan portfolio as of June 30, 2022 and December 31, 2021, respectively. Massachusetts and New Hampshire are our second and third largest markets that we serve, making up 14% and 9%, respectively, of our total loan portfolio as of June 30, 2022 and December 31, 2021. As of June 30, 2022, our distribution channels included 57 branches within Maine, a residential mortgage lending office in Massachusetts, a branch and commercial loan production office in New Hampshire, and online residential mortgage and small commercial loan platforms.

The following table sets forth the composition of our loan portfolio as of the dates indicated:
Change
(Dollars in thousands)June 30,
2022
December 31,
2021
($)(%)
Commercial real estate - non-owner-occupied$1,208,700 $1,178,185 $30,515 %
Commercial real estate - owner-occupied324,214 317,275 6,939 %
Commercial421,220 363,695 57,525 16 %
SBA PPP2,509 35,953 (33,444)(93)%
Residential real estate1,517,239 1,306,447 210,792 16 %
Consumer and home equity250,345 229,919 20,426 %
Total loans$3,724,227 $3,431,474 $292,753 %
Commercial Loan Portfolio$1,956,643 $1,895,108 $61,535 %
Retail Loan Portfolio$1,767,584 $1,536,366 $231,218 15 %
Commercial Portfolio Mix53 %55 %
Retail Portfolio Mix47 %45 %

For the first half of 2022, the Company held 80% of its funded residential mortgage production, which was higher than in recent years, primarily due to market conditions, such as local market pricing and jumbo mortgage demand.
58



Beginning in April 2020, the Company started funding SBA PPP loans issued to qualifying small businesses as part of the federal stimulus package issued due to the COVID-19 pandemic. Effective May 2021, the SBA PPP loan program ended and the Company ceased originating loans under this program. The decrease for the first six months of 2022 was driven by borrower loans being forgiven under the terms of the program. As of June 30, 2022 and December 31, 2021, there were $67,000 and $1.2 million of SBA PPP loan origination fees yet to be recognized, respectively.

Through the first half of 2022, the FOMC increased the Federal Funds Interest Rate sharply in an effort to curb inflationary pressures. In doing so, there is a high likelihood the economy will slow which may have an impact on overall loan demand and slow the Company's loan growth moving forward.

Asset Quality
Our practice is to manage the Company's loan portfolio proactively so that we are able to effectively identify problem credits and trends early, assess and implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continually reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company continues to dedicate significant resources to monitor and manage credit risk throughout our loan portfolio. In light of the current environment, management is monitoring the impact of the following on our borrowers: (1) the impact of rising interest rates, (2) widespread inflationary pressures across the value chain, and (3) challenges across the labor market.

Management of the Company's credit risk includes management and board-level oversight as follows:

The Credit Risk and Special Assets team and the Credit Risk Policy Committee, which is an internal management committee comprised of various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Compliance, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan ratings system.

The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Compliance, and Commercial and Retail Banking. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.
The Directors Credit Committee of the Board of Directors reviews large credit exposures, monitors 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, and concentration levels.
The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.


59


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 composition and amounts of our non-performing loans as of the dates indicated: 
(Dollars in thousands)June 30,
2022
December 31,
2021
Non-accrual loans:  
Commercial real estate - non-owner-occupied$50 $51 
Commercial real estate - owner-occupied132 133 
Commercial723 829 
Residential real estate1,831 2,107 
Consumer and home equity 769 1,207 
Total non-accrual loans3,505 4,327 
Accruing TDRs not included above2,316 2,392 
Total non-performing loans5,821 6,719 
Other real estate owned— 165 
Total non-performing assets$5,821 $6,884 
Total loans, excluding loans held for sale$3,724,227 $3,431,474 
Total assets$5,466,496 $5,500,356 
ACL on loans$34,244 $33,256 
ACL on loans to non-accrual loans977.00 %768.57 %
Non-accrual loans to total loans0.09 %0.13 %
Non-performing loans to total loans0.16 %0.20 %
Non-performing assets to total assets0.11 %0.13 %

Potential Problem Loans

Potential problem loans consist of classified accruing commercial and commercial real estate loans that were 30-89 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, 2022, loans classified as potential problem loans totaled $93,000.

Past Due Loans

Past due loans consist of accruing loans that were 30-89 days past due. The following table presents the recorded investment of past due loans as of the dates indicated:
(Dollars in thousands)June 30,
2022
December 31,
2021
Accruing loans 30-89 days past due:  
Commercial real estate - non-owner-occupied$92 $— 
Commercial real estate - owner-occupied166 47 
Commercial422 552 
Residential real estate918 400 
Consumer and home equity 577 509 
Total $2,175 $1,508 
Total loans$3,724,227 $3,431,474 
Accruing loans 30-89 days past due to total loans0.06 %0.04 %
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ACL

The following table sets forth information concerning the components of our ACL 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, 2021
(Dollars in thousands)2022202120222021
ACL on loans at the beginning of the period$31,770 $35,775 $33,256 $37,865 $37,865 
Provision (credit) for loan losses2,511 (3,452)1,275 (5,306)(3,817)
Net charge-offs (recoveries)1
  
Commercial real estate— (3)(3)(5)(9)
Commercial93 192 281 296 579 
Residential real estate16 (35)16 18 (15)
Consumer and home equity(72)109 (7)190 237 
ACL on loans at the end of the period$34,244 $32,060 $34,244 $32,060 $33,256 
Components of ACL:  
ACL on loans$34,244 $32,060 $34,244 $32,060 $33,256 
ACL on off-balance sheet credit exposures3,190 2,515 3,190 2,515 3,195 
ACL at end of the period$37,434 $34,575 $37,434 $34,575 $36,451 
Total loans, excluding loans held for sale$3,724,227 $3,285,916 $3,724,227 $3,285,916 $3,431,474 
Average Loans$3,621,459 $3,268,971 $3,547,779 $3,264,335 $3,299.313 
Net charge-offs to average loans— %0.03 %0.02 %0.03 %0.02 %
Provision (credit) for loan losses (annualized) to average loans0.28 %(0.42)%0.07 %(0.33)%(0.12)%
ACL on loans to total loans0.92 %0.98 %0.92 %0.98 %0.97 %
(1)    Additional information related to net charge-offs (recoveries) is presented in the following table for the periods indicated:

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For The Three Months Ended
June 30,
(Dollars in thousands)Total
Charge-offs
Total
Recoveries
Net
Charge-Offs (Recoveries)
Average
Loans
Ratio of Net Charge-Offs (Recoveries) to Average Loans
2022:
Commercial real estate$— $— $— $1,500,284 — %
Commercial 316 223 93 417,873 0.02 %
SBA PPP— — — 4,696 — %
Residential real estate 16 — 16 1,457,639 — %
Consumer and home equity17 89 (72)240,967 (0.03)%
Total$349 $312 $37 $3,621,459  %
2021:
Commercial real estate$— $$(3)$1,407,374 — %
Commercial259 67 192 356,012 0.05 %
SBA PPP— — — 158,258 — %
Residential real estate35 70 (35)1,093,502 — %
Consumer and home equity126 17 109 253,825 0.04 %
Total$420 $157 $263 $3,268,971 0.01 %
For The Six Months Ended
June 30,
2022:
Commercial real estate$— $$(3)$1,494,824 — %
Commercial561 280 281 403,084 0.07 %
SBA PPP— — — 13,145 — %
Residential real estate16 — 16 1,402,838 — %
Consumer and home equity84 91 (7)233,888 — %
Total$661 $374 $287 $3,547,779 0.01 %
2021:
Commercial real estate$— $$(5)$1,395,152 — %
Commercial406 110 296 363,038 0.08 %
SBA PPP— — — 156,588 — %
Residential real estate88 70 18 1,088,330 — %
Consumer and home equity213 23 190 261,227 0.07 %
Total$707 $208 $499 $3,264,335 0.02 %
 For the Year Ended
December 31,
2021:
Commercial real estate$— $$(9)$1,412,884 — %
Commercial799 220 579 361,256 0.16 %
SBA PPP— — — 118,414 — %
Residential real estate92 107 (15)1,156,698 — %
Consumer and home equity273 36 237 250,061 0.09 %
Total$1,164 $372 $792 $3,299,313 0.02 %




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ACL on Loans

There were no significant changes in our modeling methodology to determine the ACL on loans during the six months ended June 30, 2022. The significant key assumptions used with the ACL on loans calculation at June 30, 2022 and December 31, 2021, included: (i) Company-specific macroeconomic factors (i.e. loss drivers), (ii) our forecast period and reversion speed, (iii) prepayment speeds, and (iv) various qualitative factors.

As of June 30, 2022 and December 31, 2021, the recorded ACL on loans was $34.2 million and $33.3 million, respectively, and represented our best estimate. The increase in the ACL on loans between periods was primarily driven by loan growth and the economic outlook of a softening economy over the coming quarters, net of a release of $4.3 million of reserves provided for certain COVID modified loans deemed as "recovered". To be deemed "recovered" by the Company, the borrower must meet certain credit metrics, including a debt service coverage ratio and consistent timely payments of full principal and interest as agreed to. Refer to "—Results of Operations—Provision for Credit Losses—Provision (Credit) for Loan Losses" for further discussion of the drivers of the change between periods. As of June 30, 2022, there were $768,000 of additional reserves remaining on these loans, and the Company believes these remaining reserves will be released over the coming quarters.

The overall global and national markets continue to be volatile and carry a high degree of uncertainty, and any changes to our forecast or qualitative factors subject our ACL estimate to a higher risk of fluctuation between periods.

We may adjust our assumptions to account for differences between expected and actual losses from period to period. A future change of our assumptions likely will alter the level of allowance required and may have a material impact on future results of operations and financial condition. The ACL on loans is reviewed periodically within a calendar quarter to assess trends in CECL key assumptions and asset quality, and their effects on the Company's financial condition.

ACL on Off-Balance Sheet Credit Exposures

There were no significant changes in our modeling methodology to determine the ACL on off-balance sheet credit exposures during the three and six months ended June 30, 2022. The model uses the credit loss factors for each segment calculated within the ACL on loans model described above. The ACL on off-balance sheet credit exposures as of June 30, 2022 and December 31, 2021, was $3.2 million, respectively.

The ACL on off-balance sheet credit exposures was presented within accrued interest and other liabilities on the consolidated statements of condition. Increases (decreases) to the ACL on off-balance sheet credit exposures were presented within provision (credit) for credit losses on the consolidated statements of income.

We may adjust our assumptions to account for differences between expected and actual losses from period to period. A future change to our assumptions will likely alter the level of allowance required and may have a material impact on future results of operations and financial condition.

Liabilities and Shareholders’ Equity

Deposits

At June 30, 2022, deposits totaled $4.5 billion, a decrease of $81.8 million, or 2%, since December 31, 2021. The decrease in deposits during the first half of 2022 was driven by a decrease in brokered deposits of $125.1 million as we used alternative borrowing sources to manage funding costs. Core deposits (non-GAAP) totaled $4.1 billion as of June 30, 2022, an increase of $56.5 million, or 1% since year end, driven by checking account growth of $45.3 million, or 2%, during the period.

The Company's loan-to-deposit ratio was 82% at June 30, 2022, compared to 74% at December 31, 2021.

Uninsured Deposits

Total deposits that exceed the FDIC deposit insurance limit of $250,000 were $1.2 billion at June 30, 2022 and $1.3 billion at December 31, 2021. The Company has pledged assets as collateral covering certain deposits in the amount of $323.7 million and $347.0 million at June 30, 2022 and December 31, 2021, respectively.

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The portion of time deposits that exceed the FDIC deposit insurance limit of $250,000, by time remaining until maturity, at June 30, 2022, was $60.7 million. At June 30, 2022, the Company does not have time deposits that are otherwise uninsured.

Borrowings

At June 30, 2022, total borrowings were $415.8 million, an increase of $159.9 million, or 62%, since December 31, 2021. This increase was the result of a shift in alternative funding over this period from brokered deposits to more cost-effective overnight borrowings, as well as the need for additional funding to support loan growth during the first half of 2022.

Shareholders' Equity

Shareholders' equity at June 30, 2022 totaled $446.4 million, a decrease of $94.9 million, or 18%, since December 31, 2021. The decrease in shareholders' equity over the first half of 2022 was driven by a decrease in the valuation of our investments designated as AFS of $114.9 million, which included a $58.9 million, net of tax, decrease in the debt securities portfolio valuation in response to the increase in interest rates during the first quarter of 2022, and net unrealized losses of $56.0 million, net of tax, recorded as we transferred selected securities from AFS to HTM to protect our capital position in the rising interest rate environment. As discussed further in "—Investments," management believes the decrease in shareholders' equity is temporary and does not believe that the decrease is an indication of permanent losses. The Company and the Bank continue to be well-capitalized under the standards set by its regulators. Refer to Note 10 of the consolidated financial statements for further details.

On June 28, 2022, the Company announced a quarterly cash dividend to shareholders of $0.40 per share, payable on July 29, 2022 to shareholders of record as of July 15, 2022. As of June 30, 2022, the Company's annualized dividend yield was 3.63% based on Camden National's closing share price of $44.05, as reported by NASDAQ on June 30, 2022.

In January 2022, the Company's Board of Directors authorized the repurchase of up to 750,000 shares of the Company's common stock, representing approximately 5% of the Company's issued and outstanding shares of common stock as of December 31, 2021. During the six months ended June 30, 2022, the Company repurchased 161,556 shares at a weighted average price of $45.89 per share.

The following table presents certain information regarding shareholders’ equity as of and 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,
2021
2022202120222021
Financial Ratios
Average equity to average assets
8.46 %10.50 %9.07 %10.65 %10.33 %
Common equity ratio
8.17 %10.59 %8.17 %10.59 %9.84 %
Tangible common equity ratio (non-GAAP)6.51 %8.87 %6.51 %8.87 %8.22 %
Dividend payout ratio
39.22 %29.75 %37.04 %28.46 %32.03 %
Per Share Data
Book value per share
$30.52 $36.49 $30.52 $36.49 $36.72 
Tangible book value per share (non-GAAP)$23.92 $29.99 $23.92 $29.99 $30.15 
Dividends declared per share
$0.40 $0.36 $0.80 $0.72 $1.48 
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.

64


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 and monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. As of June 30, 2022 and December 31, 2021, our level of liquidity exceeded target levels. We believe that we currently have appropriate liquidity available to respond to demands. Sources of funds that we utilize consist of deposits; borrowings from the FHLBB and other sources; cash flows from loans and investments; and cash flows from operations, including other contractual obligations and commitments.

We believe that our 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 brokered deposit and wholesale repurchase markets, could significantly affect our liquidity position.

Deposits. Deposits continue to represent our primary source of funds. As of June 30, 2022 and December 31, 2021, total deposits, including brokered deposits, were $4.5 billion, which included money market deposits of $60.9 million and $63.9 million, respectively, from Camden National Wealth Management, which represent client funds. These funds fluctuate with changes in the portfolios of the clients of Camden National Wealth Management. Time deposits are generally considered to be more interest rate sensitive than other deposits and, therefore, more likely to be withdrawn to obtain higher yields elsewhere if available.

The following is a summary of the scheduled maturities of CDs as of June 30, 2022:
(In thousands)CDs
1 year or less$123,192 
> 1 year173,216 
Total$296,408 

Borrowings. 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. As of June 30, 2022, total borrowings were $415.8 million, compared to $255.9 million as of December 31, 2021. 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 $46.0 million as of June 30, 2022. We also believe we have additional untapped access to the brokered deposit market, wholesale reverse repurchase transaction market, and the FRB discount window. These sources are considered as liquidity alternatives in our contingent liquidity plan.

The following is a summary of the scheduled maturities of borrowings as of June 30, 2022:
(In thousands)FHLBB
Advances
Customer Repurchase AgreementsSubordinated DebenturesTotal
1 year or less$146,650 $224,852 $— $371,502 
> 1 year— — 44,331 44,331 
Total$146,650 $224,852 $44,331 $415,833 

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Loans. Contractual loan repayments also affect our liquidity position. Actual speed and timing of repayment may differ materially from contract terms due to prepayments or nonpayment. Specifically, in a rising interest rate environment prepayment speeds may slow, which then would decrease the pace in which we receive cash flow from loans. The Company's residential mortgage loan portfolio is also a significant source of contingent liquidity for the Company that could be accessed in a reasonable time period through the sale of loans on the secondary market, as needed. As of June 30, 2022, book value of $1.5 billion of qualifying loans were pledged as collateral.

The following table presents the contractual maturities of loans at the date indicated:
June 30, 2022
(Dollars in thousands)Due in 1 Year or LessDue after 1 Year Through 5 YearsDue After 5 Years Through 15 YearsDue in More than
15 Years
TotalPercent of
Total Loans
Maturity Distribution(1):
      
Fixed Rate:    
Commercial real estate(2)
$13,566 $157,768 $542,753 $2,263 $716,350 19 %
Commercial11,809 99,221 96,351 462 207,843 %
Residential real estate244 9,314 180,935 1,082,000 1,272,493 34 %
Consumer and home equity1,250 13,450 23,576 168,172 206,448 %
Total fixed rate26,869 279,753 843,615 1,252,897 2,403,134 65 %
Variable Rate:      
Commercial real estate(2)
10,435 143,942 413,843 248,344 816,564 22 %
Commercial43,910 112,298 47,478 12,199 215,885 %
Residential real estate23 800 39,282 204,642 244,747 %
Consumer and home equity633 3,010 12,711 27,543 43,897 %
Total variable rate55,001 260,050 513,314 492,728 1,321,093 35 %
Total loans$81,870 $539,803 $1,356,929 $1,745,625 $3,724,227 100 %
(1)    Scheduled repayments are reported in the maturity category in which payment is due. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less
(2)    Commercial real estate loans includes non-owner-occupied and owner-occupied properties.

Additionally, we have active relationships with various secondary market investors that purchase residential mortgage loans we originate. In addition to managing our interest rate risk position and earnings through the sale of these loans, we are also able to manage our liquidity position through timely sales of residential mortgage loans to the secondary market.

Investments. We generally invest in amortizing MBS and CMO debt securities that return cash flow at an accelerated rate in comparison to other types of debt securities that are of a bullet structure. As of June 30, 2022 and December 31, 2021, the Company's MBS and CMO debt securities portfolio totaled 90%, of the Company's investment portfolio. The investment portfolio is also a significant source of contingent liquidity for the Company that could be accessed in a reasonable time period through the sale of investments on the secondary market, if needed. For purposes of assessing our liquidity position, we only consider those investments designated as AFS. As of June 30, 2022, $465.5 million of our AFS debt securities, or 54%, were not pledged as collateral, compared to $867.4 million, or 58%, as of December 31, 2021.
66



The following is a summary of the scheduled cash flows from our debt securities portfolio, including investments designated as AFS and HTM, as of June 30, 2022:
(In thousands)
Contractual
Cash Flows(1)
1 year or less$177,870 
> 1 year1,233,250 
Total$1,411,120 
(1)    Expected contractual cash flows could differ as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Prepayment speeds may slow in a rising interest rate environment, which then would decrease the pace within which we receive cash flow from our investments.

Other Liquidity Requirements. Through the Company's normal course of business it generates cash flows from earnings and, while not contractual, it has a history of paying a quarterly cash dividend to its shareholders and repurchasing its shares of common stock. For the six months ended June 30, 2022, the Company reported $31.8 million of net income, paid cash dividends of $11.8 million to shareholders and repurchased shares of its common stock for $7.4 million.

Also through its normal operations, the Company is party to several other contractual obligations not previously discussed, such as various lease agreements on a number of its branches. 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. At June 30, 2022, we had the following lease and other contractual obligations to make future payments under each of these contracts as follows:
(In thousands)Total AmountPayments Due per Period
Contractual obligations and commitmentsCommitted<1 Year1 – 3 Years
Operating leases
$3,539 $1,287 $2,252 
Finance leases
938 310 628 
Other contractual obligations
1,812 1,812 — 
Total
$6,289 $3,409 $2,880 

The Company's estimated lease liability for its various operating and finance leases was reported within other liabilities on our consolidated statements of condition.

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. Many of the commitments will expire without being drawn upon, and thus, the total amount does not necessarily represent future cash requirements. Refer to Note 7 of the consolidated financial statements for additional details.

We use derivative financial instruments for risk management purposes (primarily interest rate risk) and not for trading or speculative purposes. These contracts with our various counterparties may subject the Company to various cash flow requirements, which may include posting of cash as collateral (or other assets) for arrangements that the Company is in a liability position (i.e. “underwater”). Refer to Note 8 of the consolidated financial statements for further discussion of our derivatives and hedge instruments.

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 $446.4 million and $541.3 million at June 30, 2022 and December 31, 2021, respectively, which amounted to 8% and 10% of total assets, respectively. Refer to "— Financial Condition — Liabilities and
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Shareholders' Equity" for discussion regarding the driver for the decrease in shareholders' equity for the six months ended June 30, 2022.

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 $11.7 million and $10.8 million for the six months ended June 30, 2022 and 2021, 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 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, 2022 and 2021, the Bank declared dividends payable to the Company in the amount of $16.3 million and $24.8 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.

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, 2022 and December 31, 2021, 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.

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.

The spread of the COVID-19 pandemic has increased many of the risks we face, including our credit, operational, vendor and third party, and technology risks. In response to the COVID-19 pandemic, the Company formed the Pandemic Work Group in 2020 to develop and oversee the Company’s response. The Pandemic Work Group: (i) developed employee practices, policies and playbooks to address pandemic related issues; (ii) implemented monitoring of all federal, state and local actions, such as stay-at-home orders, masking mandates and others, so that the Company can comply with all legal requirements; (iii) completed risk assessments and proactive monitoring over critical vendors, along with enhanced cybersecurity monitoring and reporting; (iv) created ongoing assessment and monitoring over employee availability, safety, workloads and access to tools (including technology needed to work from home effectively); (v) oversaw the roll out of and continue to monitor the SBA PPP loan program and temporary loan relief programs; (vi) developed our branch network plan, including determination of which of our branches were to close in order to best allocate resources; (vii) developed a plan for, and oversaw the re-opening of our branches in June 2020, which included ensuring health and safety protocols and practices were in place for our employees and customers; and (viii) completed and implemented the Company's “return-to-office” strategy during the third quarter of 2021, which included certain employees returning to the office full-time, others through a hybrid model (i.e., work from home part-time and from one of the Company's physical locations part-time), and others working remotely full-time. The Company's Executive Committee re-assessed its use of a hybrid model for its employees during the first quarter of 2022 and, at this time, will continue to use such model and govern in accordance with the established policy. The Executive Committee will continue to monitor and assess the related policy and its practice periodically.

The Pandemic Work Group was established in response to the COVID-19 pandemic to oversee the Company’s response to the COVID-19 pandemic and its impact on the Company and its employees. These areas of oversight included, but were not limited to, employee practices and assessment of employee availability, safety and workload. Members of the Pandemic Work Group include the Company’s executive team and other members of senior management. Throughout the pandemic, the Pandemic Work Group, through the Company's executive team, reported to the Board of Directors on related matters to assist
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the Board of Directors with both its ongoing oversight of the Company’s response to COVID-19 as well as its management of all areas of risks the Company faces, which have been affected by the COVID-19 pandemic. As of June 30, 2022, the Pandemic Work Group is meeting periodically as needed based on facts and circumstances, and updates the Board of Directors accordingly.

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, 2021. Please refer to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further details regarding the Company's risk management.

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 a static balance sheet, 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 have resulted in negative rates as of June 30, 2022 and 2021, as many deposit and funding rates were below 2.00%. In this case, a downward shift of 100 basis points was the only down scenario performed. 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 scenarios, Federal Funds and Treasury yields are floored at 0.01% while Prime is floored at 3.00%. All other market rates are floored at the lesser of current levels or 0.25%.

The sensitivity analysis below 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.

As of June 30, 2022 and 2021, 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 — BaseJune 30,
2022
June 30,
2021
Year 1  
+200 basis points(2.43)%0.81 %
-100 basis points0.47 %(1.27)%
Year 2
+200 basis points6.05 %5.86 %
-100 basis points3.50 %(11.41)%

If rates remain at or near current levels, net interest income is projected to increase over the next year. Asset cash flows reprice and replace into the current higher rate environment at rates above current portfolio averages while funding costs remain largely unchanged, causing balance sheet spread to expand.

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If rates increase 200 basis points, net interest income is projected to decrease in the first year as the funding base adjusts into the higher rate environment to a greater degree than asset yields increase. In the second year, net interest income is projected to increase as loan and investment yields continue to reprice/reset into higher yields and funding cost increases continually slow.

If rates decrease 100 basis points, net interest income is projected to increase slightly as reductions in funding costs are able to more than offset near-term asset yield deterioration. In the second year, net interest income is projected to further improve as asset yields are supported by fixed rates and floors while remaining cost of funds reductions are exhausted.

Periodically, if deemed appropriate, we use back-to-back loan swaps, 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. The Board and Management ALCO monitor derivative activities relative to their expectations and our hedging policies. Refer Note 8 of the consolidated financial statements for further discussion of these derivative instruments.
    
LIBOR is a benchmark interest rate for certain floating rate loans, deposits and borrowings, and off-balance sheet exposures of the Company. The administrator of LIBOR has announced that the publication of the most commonly used U.S. Dollar LIBOR settings will cease to be provided or will cease to be representative after June 30, 2023. The publication of all other LIBOR settings ceased to be provided or ceased to be representative as of December 31, 2021. As such, the Company has an internal project team that is focused on an orderly transition from LIBOR to alternative reference rates. The markets for alternative rates are developing. The Company will continue to assess the use of alternative rates, including SOFR, and expects to transition to alternative rates as the markets and best practices further develop. As of June 30, 2022, the Company has no LIBOR-based deposits.
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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" and such information is incorporated into this Item 3 by reference.

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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 Operating Officer and Chief Financial Officer & Principal Financial and Accounting Officer, regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal year. 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 Operating Officer and Chief Financial Officer & Principal Financial and 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 SEC’s rules and forms. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and we may from time to time make changes to the disclosure controls and procedures to enhance their effectiveness and to ensure that our systems evolve with our business.

There was no change in our 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, our internal control over financial reporting.
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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 are a number of factors that may adversely affect the Company’s business, financial results or stock price. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for discussion of these risks.
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 None.

ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.  OTHER INFORMATION
None.

ITEM 6.  EXHIBITS
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Exhibit No.Definition
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
101*iXBRL (Inline eXtensible Business Reporting Language).

The following materials from Camden National Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, formatted in iXBRL: (i) Consolidated Statements of Condition - June 30, 2022 and December 31, 2021; (ii) Consolidated Statements of Income - Three and Six Months Ended June 30, 2022 and 2021; (iii) Consolidated Statements of Comprehensive (Loss) Income - Three and Six Months Ended June 30, 2022 and 2021; (iv) Consolidated Statements of Changes in Shareholders’ Equity - Three and Six Months Ended June 30, 2022 and 2021; (v) Consolidated Statements of Cash Flows - Six Months Ended June 30, 2022 and 2021; and (vi) Notes to the Unaudited Consolidated Financial Statements.
104*Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*Filed herewith.
**Furnished herewith.
Management contract or a compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
(Registrant)
 
/s/ Gregory A. Dufour August 4, 2022
Gregory A. Dufour Date
President and Chief Executive Officer
(Principal Executive Officer)
  
   
/s/ Michael R. Archer August 4, 2022
Michael R. Archer Date
Chief Financial Officer and Principal Financial & Accounting Officer   
  
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