First Bancorp, Inc /ME/ - Quarter Report: 2017 June (Form 10-Q)

Outstanding

In-the-Money

Out-of-the-Money

For the three and six months ended June 30, 2016

Warrants issued to private parties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended June 30, 2017

Commission File Number 0-26589

THE FIRST BANCORP, INC.

(Exact name of Registrant as specified in its charter)



MAINE	01-0404322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



MAIN STREET, DAMARISCOTTA, MAINE	04543
(Address of principal executive offices)	(Zip code)

(207) 563-3195

Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No[_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,

if any, every,Interactive Data File required to be submitted and posted 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 and post such files).

Yes [X] No[_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller

reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule

12b-2 of the Exchange Act. (Check one):

Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_] Smaller reporting company [_]

Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [_] No [X]

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of August 1, 2017

Common Stock: 10,822,509 shares

Table of Contents



Part I. Financial Information	Page 1
Selected Financial Data (Unaudited)	Page 1
Item 1 – Financial Statements	Page 2
Report of Independent Registered Public Accounting Firm	Page 2
Consolidated Balance Sheets (Unaudited)	Page 3
Consolidated Statements of Income and Comprehensive Income (Unaudited)	Page 4
Consolidated Statements of Changes in Shareholders' Equity (Unaudited)	Page 5
Consolidated Statements of Cash Flows (Unaudited)	Page 6
Notes to Consolidated Financial Statements	Page 7
Note 1 – Basis of Presentation	Page 7
Note 2 –Investment Securities	Page 7
Note 3 – Loans	Page 11
Note 4 – Allowance for Loan Losses	Page 19
Note 5 – Stock-Based Compensation	Page 27
Note 6 – Preferred and Common Stock	Page 28
Note 7 – Earnings Per Share	Page 29
Note 8 – Employee Benefit Plans	Page 29
Note 9 - Other Comprehensive Income (Loss)	Page 31
Note 10 - Financial Derivative Instruments	Page 33
Note 11 – Mortgage Servicing Rights	Page 33
Note 12 – Income Taxes	Page 34
Note 13 - Certificates of Deposit	Page 34
Note 14 – Reclassifications	Page 34
Note 15 – Fair Value Disclosures	Page 34
Note 16 – Impact of Recently Issued Accounting Standards	Page 41
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations	Page 44
Forward-Looking Statements	Page 44
Critical Accounting Policies	Page 44
Use of Non-GAAP Financial Measures	Page 45
Executive Summary	Page 47
Net Interest Income	Page 48
Average Daily Balance Sheets	Page 51
Non-Interest Income	Page 52
Non-Interest Expense	Page 52
Income Taxes	Page 52
Investments	Page 52
Impaired Securities	Page 54
Federal Home Loan Bank Stock	Page 56
Loans and Loans Held for Sale	Page 56
Credit Risk Management and Allowance for Loan Losses	Page 58
Non-Performing Loans and Troubled Debt Restructured	Page 62
Impaired Loans	Page 65
Past Due Loans	Page 65
Potential Problem Loans and Loans in Process of Foreclosure	Page 65
Other Real Estate Owned	Page 66
Liquidity Management	Page 67
Deposits	Page 68
Borrowed Funds	Page 68



Shareholders' Equity	Page 68
Off-Balance-Sheet Financial Instruments and Contractual Obligations	Page 69
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	Page 71
Market-Risk Management	Page 71
Asset/Liability Management	Page 71
Interest Rate Risk Management	Page 72
Item 4 - Controls and Procedures	Page 72
Part II. Other Information	Page 74
Item 1 – Legal Proceedings	Page 74
Item 1a – Risk Factors	Page 74
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	Page 74
Item 3 – Default Upon Senior Securities	Page 74
Item 4 – Other Information	Page 74
Item 5 – Exhibits	Page 75
Signatures	Page 77

Part I. Financial Information

Selected Financial Data (Unaudited)

The First Bancorp, Inc. and Subsidiary



Dollars in thousands,	As of and for the six months ended June 30,						As of and for the quarters ended June 30,
except for per share amounts	2017			2016			2017			2016
Summary of Operations
Interest Income	$	29,493		$	26,876		$	15,002		$	13,600
Interest Expense	6,352			5,196			3,337			2,649
Net Interest Income	23,141			21,680			11,665			10,951
Provision for Loan Losses	1,000			750			500			375
Non-Interest Income	5,845			5,970			3,002			3,006
Non-Interest Expense	15,338			14,445			7,640			7,245
Net Income	9,520			9,127			4,883			4,624
Per Common Share Data
Basic Earnings per Share	$	0.89		$	0.85		$	0.45		$	0.43
Diluted Earnings per Share	0.88			0.84			0.45			0.43
Cash Dividends Declared	0.47			0.45			0.24			0.23
Book Value per Common Share	16.41			16.21			16.41			16.21
Tangible Book Value per Common Share²	13.63			13.42			13.63			13.42
Market Value	27.06			21.54			27.06			21.54
Financial Ratios
Return on Average Equity¹	10.84		%	10.61		%	10.96		%	10.67		%
Return on Average Tangible Common Equity^1,2	13.05		%	12.85		%	13.18		%	12.89		%
Return on Average Assets¹	1.09		%	1.16		%	1.10		%	1.17		%
Average Equity to Average Assets	10.04		%	10.92		%	10.05		%	10.92		%
Average Tangible Equity to Average Assets²	8.34		%	9.02		%	8.36		%	9.04		%
Net Interest Margin Tax-Equivalent^1,2	3.04		%	3.14		%	3.03		%	3.15		%
Dividend Payout Ratio	52.81		%	52.94		%	53.33		%	53.49		%
Allowance for Loan Losses/Total Loans	0.95		%	0.98		%	0.95		%	0.98		%
Non-Performing Loans to Total Loans	0.66		%	0.62		%	0.66		%	0.62		%
Non-Performing Assets to Total Assets	0.44		%	0.47		%	0.44		%	0.47		%
Efficiency Ratio²	49.32		%	50.15		%	48.50		%	48.92		%
At Period End
Total Assets	$	1,795,651		$	1,621,454		$	1,795,651		$	1,621,454
Total Loans	1,120,665			1,038,213			1,120,665			1,038,213
Total Investment Securities	564,580			472,040			564,580			472,040
Total Deposits	1,319,259			1,145,709			1,319,259			1,145,709
Total Shareholders' Equity	177,537			174,788			177,537			174,788

¹Annualized using a 365-day basis for 2017 and a 366-day basis for 2016.

²These ratios use non-GAAP financial measures. See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures and information.

Page 1

Item 1 – Financial Statements

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

The First Bancorp, Inc.

We have reviewed the accompanying interim consolidated financial information of The First Bancorp, Inc. and Subsidiary as of June 30, 2017 and 2016 and for the three-month and six-month periods then ended. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

/s/ Berry Dunn McNeil & Parker, LLC

Bangor, Maine

August 9, 2017

Page 2

Consolidated Balance Sheets (Unaudited)

The First Bancorp, Inc. and Subsidiary



	June 30, 2017			December 31, 2016			June 30, 2016
Assets
Cash and cash equivalents	$	20,189,000		$	17,366,000		$	20,838,000
Interest bearing deposits in other banks	3,820,000			293,000			7,568,000
Securities available for sale	308,146,000			300,416,000			241,327,000
Securities to be held to maturity (fair value of $246,238,000 at June 30, 2017, $225,537,000 at December 31, 2016 and $225,200,000 at June 30, 2016)	244,123,000			226,828,000			216,272,000
Restricted equity securities, at cost	12,311,000			11,930,000			14,441,000
Loans held for sale	865,000			782,000			1,553,000
Loans	1,120,665,000			1,071,526,000			1,038,213,000
Less allowance for loan losses	10,611,000			10,138,000			10,198,000
Net loans	1,110,054,000			1,061,388,000			1,028,015,000
Accrued interest receivable	7,192,000			5,532,000			6,372,000
Premises and equipment, net	21,367,000			22,202,000			21,118,000
Other real estate owned	324,000			375,000			1,129,000
Goodwill	29,805,000			29,805,000			29,805,000
Other assets	37,455,000			35,958,000			33,016,000
Total assets	$	1,795,651,000		$	1,712,875,000		$	1,621,454,000
Liabilities
Demand deposits	$	180,298,000		$	140,482,000		$	130,168,000
NOW deposits	250,316,000			282,971,000			254,136,000
Money market deposits	134,760,000			125,544,000			73,030,000
Savings deposits	226,391,000			217,340,000			208,826,000
Certificates of deposit	527,494,000			476,620,000			479,549,000
Total deposits	1,319,259,000			1,242,957,000			1,145,709,000
Borrowed funds – short term	157,154,000			158,774,000			132,965,000
Borrowed funds – long term	125,123,000			120,127,000			150,130,000
Other liabilities	16,578,000			18,496,000			17,862,000
Total liabilities	1,618,114,000			1,540,354,000			1,446,666,000
Shareholders' equity
Common stock, one cent par value per share	108,000			108,000			108,000
Additional paid-in capital	61,218,000			60,723,000			60,284,000
Retained earnings	115,980,000			111,693,000			110,820,000
Accumulated other comprehensive income (loss)
Net unrealized gain (loss) on securities available for sale	(585,000		)	(935,000		)	4,000,000
Net unrealized loss on securities transferred from available for sale to held to maturity	(137,000		)	(129,000		)	(133,000		)
Net unrealized gain (loss) on cash flow hedging derivative instruments	1,055,000			1,163,000			(135,000		)
Net unrealized loss on postretirement benefit costs	(102,000		)	(102,000		)	(156,000		)
Total shareholders' equity	177,537,000			172,521,000			174,788,000
Total liabilities & shareholders' equity	$	1,795,651,000		$	1,712,875,000		$	1,621,454,000
Common Stock
Number of shares authorized	18,000,000			18,000,000			18,000,000
Number of shares issued and outstanding	10,819,443			10,793,946			10,782,226
Book value per common share	$	16.41		$	15.98		$	16.21
Tangible book value per common share	$	13.63		$	13.20		$	13.42

See Report of Independent Registered Public Accounting Firm. The accompanying notes are an integral part of these consolidated financial statements.

Page 3

Consolidated Statements of Income and Comprehensive Income (Unaudited)

The First Bancorp, Inc. and Subsidiary



	For the six months ended June 30,						For the quarter ended June 30,
	2017			2016			2017			2016
Interest income
Interest and fees on loans (includes tax-exempt income of $380,000 as of June 30, 2017 and $304,000 as of June 30, 2016)	$	21,767,000		$	19,738,000		$	11,115,000		$	10,004,000
Interest on deposits with other banks	23,000			8,000			8,000			5,000
Interest and dividends on investments (includes tax-exempt income of $3,238,000 in 2017 and $2,488,000 in 2016)	7,703,000			7,130,000			3,879,000			3,591,000
Total interest income	29,493,000			26,876,000			15,002,000			13,600,000
Interest expense
Interest on deposits	4,296,000			2,844,000			2,302,000			1,491,000
Interest on borrowed funds	2,056,000			2,352,000			1,035,000			1,158,000
Total interest expense	6,352,000			5,196,000			3,337,000			2,649,000
Net interest income	23,141,000			21,680,000			11,665,000			10,951,000
Provision for loan losses	1,000,000			750,000			500,000			375,000
Net interest income after provision for loan losses	22,141,000			20,930,000			11,165,000			10,576,000
Non-interest income
Investment management and fiduciary income	1,340,000			1,214,000			709,000			651,000
Service charges on deposit accounts	1,051,000			1,183,000			549,000			609,000
Net securities gains (losses)	3,000			531,000			—			(5,000		)
Mortgage origination and servicing income, net of amortization	761,000			638,000			429,000			509,000
Other operating income	2,690,000			2,404,000			1,315,000			1,242,000
Total non-interest income	5,845,000			5,970,000			3,002,000			3,006,000
Non-interest expense
Salaries and employee benefits	7,843,000			7,205,000			3,873,000			3,607,000
Occupancy expense	1,227,000			1,146,000			603,000			568,000
Furniture and equipment expense	1,760,000			1,597,000			890,000			801,000
FDIC insurance premiums	503,000			421,000			263,000			207,000
Amortization of identified intangibles	22,000			22,000			11,000			11,000
Other operating expense	3,983,000			4,054,000			2,000,000			2,051,000
Total non-interest expense	15,338,000			14,445,000			7,640,000			7,245,000
Income before income taxes	12,648,000			12,455,000			6,527,000			6,337,000
Income tax expense	3,128,000			3,328,000			1,644,000			1,713,000
NET INCOME	$	9,520,000		$	9,127,000		$	4,883,000		$	4,624,000
Basic earnings per common share	$	0.89		$	0.85		$	0.45		$	0.43
Diluted earnings per common share	$	0.88		$	0.84		$	0.45		$	0.43
Other comprehensive income (loss) net of tax
Net unrealized gain on securities available for sale	350,000			2,877,000			349,000			1,025,000
Net unrealized loss on securities transferred from available for sale to held to maturity, net of amortization	(8,000		)	(21,000		)	(4,000		)	(10,000		)
Net unrealized loss on cash flow hedging derivative instruments	(108,000		)	(135,000		)	(171,000		)	(135,000		)
Other comprehensive income	234,000			2,721,000			174,000			880,000
Comprehensive income	$	9,754,000		$	11,848,000		$	5,057,000		$	5,504,000

See Report of Independent Registered Public Accounting Firm.

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

Page 4

Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

The First Bancorp, Inc. and Subsidiary



	Common stock and additional paid-in capital				Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders' equity
	Shares		Amount		Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders' equity
Balance at December 31, 2015	10,753,855		$	59,970,000	$	106,673,000		$	855,000		$	167,498,000
Net income	—		—		9,127,000			—			9,127,000
Net unrealized gain on securities available for sale, net of tax	—		—		—			2,877,000			2,877,000
Net unrealized loss on cash flow hedging derivative instruments, net of tax	—		—		—			(135,000		)	(135,000		)
Net unrealized loss on securities transferred from available for sale to held to maturity, net of tax	—		—		—			(21,000		)	(21,000		)
Comprehensive income	—		—		9,127,000			2,721,000			11,848,000
Cash dividends declared ($0.45 per share)	—		—		(4,851,000		)	—			(4,851,000		)
Equity compensation expense	—		132,000		—			—			132,000
Payment to repurchase common stock	(6,937	)	—		(129,000		)	—			(129,000		)
Tax benefit from vesting of restricted stock	—		32,000		—			—			32,000
Issuance of restricted stock	21,847		—		—			—			—
Proceeds from sale of common stock	13,461		258,000		—			—			258,000
Balance at June 30, 2016	10,782,226		$	60,392,000	$	110,820,000		$	3,576,000		$	174,788,000

Balance at December 31, 2016	10,793,946		$	60,831,000	$	111,693,000		$	(3,000	)	$	172,521,000
Net income	—		—		9,520,000			—			9,520,000
Net unrealized gain on securities available for sale, net of tax	—		—		—			350,000			350,000
Net unrealized loss on cash flow hedging derivative instruments	—		—		—			(108,000		)	(108,000		)
Net unrealized loss on securities transferred from available for sale to held to maturity, net of tax	—		—		—			(8,000		)	(8,000		)
Comprehensive income	—		—		9,520,000			234,000			9,754,000
Cash dividends declared ($0.47 per share)	—		—		(5,085,000		)	—			(5,085,000		)
Equity compensation expense	—		166,000		—			—			166,000
Payment to repurchase common stock	(5,333	)	—		(148,000		)	—			(148,000		)
Issuance of restricted stock	18,850		—		—			—			—
Proceeds from sale of common stock	11,980		329,000		—			—			329,000
Balance at June 30, 2017	10,819,443		$	61,326,000	$	115,980,000		$	231,000		$	177,537,000

See Report of Independent Registered Public Accounting Firm.

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

Page 5

Consolidated Statements of Cash Flows (Unaudited)

The First Bancorp, Inc. and Subsidiary



	For the six months ended
	June 30, 2017			June 30, 2016
Cash flows from operating activities
Net income	$	9,520,000		$	9,127,000
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	908,000			859,000
Change in deferred taxes	98,000			(209,000		)
Provision for loan losses	1,000,000			750,000
Loans originated for resale	(17,070,000		)	(16,535,000		)
Proceeds from sales and transfers of loans	17,280,000			15,710,000
Net gain on sales of loans	(293,000		)	(379,000		)
Net gain on sale or call of securities	(3,000		)	(531,000		)
Net amortization of premiums on investments	1,808,000			939,000
Net gain on sale of other real estate owned	(74,000		)	(82,000		)
Provision for losses on other real estate owned	3,000			—
Equity compensation expense	166,000			132,000
Tax benefit from vesting of restricted stock	—			32,000
Net increase in other assets and accrued interest	(3,338,000		)	(2,468,000		)
Net decrease in other liabilities	(943,000		)	(384,000		)
Net loss on disposal of premises and equipment	7,000			—
Amortization of investment in limited partnership	89,000			97,000
Net acquisition amortization	22,000			22,000
Net cash provided by operating activities	9,180,000			7,080,000
Cash flows from investing activities
Increase in interest-bearing deposits in other banks	(3,527,000		)	(3,555,000		)
Proceeds from sales of securities available for sale	3,000			8,954,000
Proceeds from maturities, payments and calls of securities available for sale	123,896,000			25,544,000
Proceeds from maturities, payments and calls of securities to be held to maturity	7,022,000			43,876,000
Proceeds from sales of other real estate owned	336,000			972,000
Purchases of securities available for sale	(133,056,000		)	(48,834,000		)
Purchases of securities to be held to maturity	(24,169,000		)	(20,059,000		)
Purchase of Federal Reserve Bank and Federal Home Loan Bank Stock	(381,000		)	(184,000		)
Net increase in loans	(49,880,000		)	(50,530,000		)
Capital expenditures	(80,000		)	(161,000		)
Net cash used by investing activities	(79,836,000		)	(43,977,000		)
Cash flows from financing activities
Net increase (decrease) in demand, savings, and money market accounts	25,428,000			(6,047,000		)
Net increase in certificates of deposit	50,874,000			108,567,000
Net decrease in short-term borrowings	(21,624,000		)	(64,362,000		)
Advances on long-term borrowings	50,000,000			10,000,000
Repayment on long-term borrowings	(25,000,000		)	—
Payment to repurchase common stock	(148,000		)	(129,000		)
Proceeds from sale of common stock	329,000			258,000
Dividends paid	(6,380,000		)	(4,851,000		)
Net cash provided by financing activities	73,479,000			43,436,000
Net increase in cash and cash equivalents	2,823,000			6,539,000
Cash and cash equivalents at beginning of period	17,366,000			14,299,000
Cash and cash equivalents at end of period	$	20,189,000		$	20,838,000
Interest paid	$	6,228,000		$	5,132,000
Income taxes paid	2,470,000			2,802,000
Non-cash transactions
Net transfer from loans to other real estate owned	$	214,000		$	487,000

Page 6

Notes to Consolidated Financial Statements

The First Bancorp, Inc. and Subsidiary

Note 1 – Basis of Presentation

The First Bancorp, Inc. ("the Company") is a financial holding company that owns all of the common stock of First National Bank ("the Bank"). The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany transactions and balances are eliminated in consolidation. The income reported for the 2017 period is not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and notes included in the Company's annual report on Form 10-K for the year ended December 31, 2016.

Subsequent Events

Events occurring subsequent to June 30, 2017, have been evaluated as to their potential impact to the financial statements.

Note 2 – Investment Securities

The following table summarizes the amortized cost and estimated fair value of investment securities at June 30, 2017:



	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value (Estimated)
Securities available for sale
Mortgage-backed securities	$	290,379,000	$	1,381,000	$	(2,769,000	)	$	288,991,000
State and political subdivisions	15,401,000		486,000		(59,000		)	15,828,000
Other equity securities	3,266,000		65,000		(4,000		)	3,327,000
	$	309,046,000	$	1,932,000	$	(2,832,000	)	$	308,146,000
Securities to be held to maturity
U.S. Government-sponsored agencies	$	11,152,000	$	—	$	(181,000	)	$	10,971,000
Mortgage-backed securities	27,224,000		820,000		(41,000		)	28,003,000
State and political subdivisions	201,447,000		3,573,000		(2,056,000		)	202,964,000
Corporate securities	4,300,000		—		—			4,300,000
	$	244,123,000	$	4,393,000	$	(2,278,000	)	$	246,238,000
Restricted equity securities
Federal Home Loan Bank Stock	$	11,274,000	$	—	$	—		$	11,274,000
Federal Reserve Bank Stock	1,037,000		—		—			1,037,000
	$	12,311,000	$	—	$	—		$	12,311,000

Page 7

The following table summarizes the amortized cost and estimated fair value of investment securities at December 31, 2016:



	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value (Estimated)
Securities available for sale
Mortgage-backed securities	$	282,397,000	$	1,334,000	$	(3,127,000	)	$	280,604,000
State and political subdivisions	16,183,000		475,000		(176,000		)	16,482,000
Other equity securities	3,274,000		63,000		(7,000		)	3,330,000
	$	301,854,000	$	1,872,000	$	(3,310,000	)	$	300,416,000
Securities to be held to maturity
U.S. Government-sponsored agencies	$	11,943,000	$	35,000	$	(233,000	)	$	11,745,000
Mortgage-backed securities	31,201,000		967,000		(147,000		)	32,021,000
State and political subdivisions	179,384,000		1,971,000		(3,884,000		)	177,471,000
Corporate securities	4,300,000		—		—			4,300,000
	$	226,828,000	$	2,973,000	$	(4,264,000	)	$	225,537,000
Restricted equity securities
Federal Home Loan Bank Stock	$	10,893,000	$	—	$	—		$	10,893,000
Federal Reserve Bank Stock	1,037,000		—		—			1,037,000
	$	11,930,000	$	—	$	—		$	11,930,000

The following table summarizes the amortized cost and estimated fair value of investment securities at June 30, 2016:



	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value (Estimated)
Securities available for sale
U.S. Government-sponsored agencies	$	522,000	$	—	$	—		$	522,000
Mortgage-backed securities	214,303,000		5,274,000		(224,000		)	219,353,000
State and political subdivisions	17,315,000		1,100,000		—			18,415,000
Other equity securities	3,034,000		48,000		(45,000		)	3,037,000
	$	235,174,000	$	6,422,000	$	(269,000	)	$	241,327,000
Securities to be held to maturity
U.S. Government-sponsored agencies	$	35,962,000	$	31,000	$	—		$	35,993,000
Mortgage-backed securities	37,096,000		1,651,000		(24,000		)	38,723,000
State and political subdivisions	138,914,000		7,270,000		—			146,184,000
Corporate securities	4,300,000		—		—			4,300,000
	$	216,272,000	$	8,952,000	$	(24,000	)	$	225,200,000
Restricted equity securities
Federal Home Loan Bank Stock	$	13,404,000	$	—	$	—		$	13,404,000
Federal Reserve Bank Stock	1,037,000		—		—			1,037,000
	$	14,441,000	$	—	$	—		$	14,441,000

Page 8

The following table summarizes the contractual maturities of investment securities at June 30, 2017:



	Securities available for sale				Securities to be held to maturity
	Amortized Cost		Fair Value (Estimated)		Amortized Cost		Fair Value (Estimated)
Due in 1 year or less	$	26,000	$	26,000	$	707,000	$	710,000
Due in 1 to 5 years	1,722,000		1,758,000		14,536,000		14,813,000
Due in 5 to 10 years	34,382,000		35,099,000		41,373,000		42,251,000
Due after 10 years	269,650,000		267,936,000		187,507,000		188,464,000
Equity securities	3,266,000		3,327,000		—		—
	$	309,046,000	$	308,146,000	$	244,123,000	$	246,238,000

The following table summarizes the contractual maturities of investment securities at December 31, 2016:



	Securities available for sale				Securities to be held to maturity
	Amortized Cost		Fair Value (Estimated)		Amortized Cost		Fair Value (Estimated)
Due in 1 year or less	$	253,000	$	253,000	$	906,000	$	913,000
Due in 1 to 5 years	2,251,000		2,298,000		13,451,000		13,714,000
Due in 5 to 10 years	21,043,000		21,505,000		41,588,000		42,448,000
Due after 10 years	275,033,000		273,030,000		170,883,000		168,462,000
Equity securities	3,274,000		3,330,000		—		—
	$	301,854,000	$	300,416,000	$	226,828,000	$	225,537,000

The following table summarizes the contractual maturities of investment securities at June 30, 2016:



	Securities available for sale				Securities to be held to maturity
	Amortized Cost		Fair Value (Estimated)		Amortized Cost		Fair Value (Estimated)
Due in 1 year or less	$	2,058,000	$	2,072,000	$	1,847,000	$	1,857,000
Due in 1 to 5 years	3,326,000		3,432,000		13,162,000		13,538,000
Due in 5 to 10 years	24,917,000		25,839,000		42,679,000		44,693,000
Due after 10 years	201,839,000		206,947,000		158,584,000		165,112,000
Equity securities	3,034,000		3,037,000		—		—
	$	235,174,000	$	241,327,000	$	216,272,000	$	225,200,000

At June 30, 2017, securities with a fair value of $188,448,000 were pledged to secure public deposits, repurchase agreements, and for other purposes as required by law. This compares to securities with a fair value of $222,328,000 as of December 31, 2016 and $196,274,000 at June 30, 2016, pledged for the same purposes.

Gains and losses on the sale of securities available for sale are computed by subtracting the amortized cost at the time of sale from the security's selling price, net of accrued interest to be received. The following table shows securities gains and losses for the six months and quarters ended June 30, 2017 and 2016:



	For the six months ended June 30,				For the quarter ended June 30,
	2017		2016		2017		2016
Proceeds from sales of securities	$	3,000	$	8,954,000	$	—	$	86,000
Gross realized gains	3,000		531,000		—		—
Gross realized losses	—		—		—		(5,000		)
Net gain (loss)	$	3,000	$	531,000	$	—	$	(5,000	)
Related income taxes	$	1,000	$	186,000	$	—	$	(2,000	)

Page 9

Management reviews securities with unrealized losses for other than temporary impairment. As of June 30, 2017, there were 235 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 15 had been temporarily impaired for 12 months or more. At June 30, 2017, there were no material changes in the credit quality of these securities resulting in other than temporary impairment, and in Management's opinion, no additional write-down for other-than-temporary impairment is warranted. Information regarding securities temporarily impaired as of June 30, 2017 is summarized below:



	Less than 12 months					12 months or more					Total
	Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses
U.S. Government-sponsored agencies	$	7,972,000	$	(181,000	)	$	—	$	—		$	7,972,000	$	(181,000	)
Mortgage-backed securities	170,966,000		(2,613,000		)	7,643,000		(197,000		)	178,609,000		(2,810,000		)
State and political subdivisions	55,952,000		(2,115,000		)	—		—			55,952,000		(2,115,000		)
Other equity securities	69,000		(1,000		)	9,000		(3,000		)	78,000		(4,000		)
	$	234,959,000	$	(4,910,000	)	$	7,652,000	$	(200,000	)	$	242,611,000	$	(5,110,000	)

As of December 31, 2016, there were 299 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 15 had been temporarily impaired for 12 months or more. Information regarding securities temporarily impaired as of December 31, 2016 is summarized below:



	Less than 12 months					12 months or more					Total
	Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses
U.S. Government-sponsored agencies	$	6,642,000	$	(233,000	)	$	—	$	—		$	6,642,000	$	(233,000	)
Mortgage-backed securities	197,528,000		(3,090,000		)	2,905,000		(184,000		)	200,433,000		(3,274,000		)
State and political subdivisions	72,348,000		(4,060,000		)	—		—			72,348,000		(4,060,000		)
Other equity securities	—		—			128,000		(7,000		)	128,000		(7,000		)
	$	276,518,000	$	(7,383,000	)	$	3,033,000	$	(191,000	)	$	279,551,000	$	(7,574,000	)

As of June 30, 2016, there were 25 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 13 had been temporarily impaired for 12 months or more. Information regarding securities temporarily impaired as of June 30, 2016 is summarized below:



	Less than 12 months					12 months or more					Total
	Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses
Mortgage-backed securities	21,849,000		(168,000		)	2,615,000		(80,000		)	24,464,000		(248,000		)
Other equity securities	135,000		(15,000		)	93,000		(30,000		)	228,000		(45,000		)
	$	21,984,000	$	(183,000	)	$	2,708,000	$	(110,000	)	$	24,692,000	$	(293,000	)

During the third quarter of 2014, the Company transferred securities with a total amortized cost of $89,780,000 with a corresponding fair value of $89,757,000 from available for sale to held to maturity. The net unrealized loss, net of taxes, on these securities at the date of the transfer was $15,000. The net unrealized holding loss at the time of transfer continues to be reported in accumulated other comprehensive income (loss), net of tax and is amortized over the remaining lives of the

securities as an adjustment of the yield. The amortization of the net unrealized loss reported in accumulated other comprehensive income (loss) will offset the effect on interest income of the discount for the transferred securities. The remaining unamortized balance of the net unrealized losses for the securities transferred from available for sale to held to

Page 10

maturity was $137,000 at June 30, 2017. These securities were transferred as a part of the Company's overall investment and balance sheet strategies.

The Bank is a member of the Federal Home Loan Bank ("FHLB") of Boston, a cooperatively owned wholesale bank for housing and finance in the six New England States. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB. The Bank uses the FHLB for much of its wholesale funding needs. As of June 30, 2017 and 2016, and December 31, 2016, the Bank's investment in FHLB stock totaled $11,274,000, $13,404,000 and $10,893,000, respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value. The Company periodically evaluates its investment in FHLB stock for impairment based on, among other factors, the capital adequacy of the FHLB and its overall financial condition. No impairment losses have been recorded through June 30, 2017. The Bank will continue to monitor its investment in FHLB stock.

Note 3 – Loans

The following table shows the composition of the Company's loan portfolio as of June 30, 2017 and 2016 and at December 31, 2016:



	June 30, 2017				December 31, 2016				June 30, 2016
Commercial
Real estate	$	306,490,000	27.4	%	$	302,506,000	28.2	%	$	303,312,000	29.2	%
Construction	33,605,000		3.0	%	25,406,000		2.4	%	18,439,000		1.8	%
Other	173,691,000		15.5	%	150,769,000		14.1	%	136,651,000		13.2	%
Municipal	28,695,000		2.6	%	27,056,000		2.5	%	25,531,000		2.5	%
Residential
Term	427,171,000		38.1	%	411,469,000		38.4	%	403,461,000		38.8	%
Construction	15,056,000		1.3	%	18,303,000		1.7	%	13,403,000		1.3	%
Home equity line of credit	110,328,000		9.8	%	110,907,000		10.4	%	112,536,000		10.8	%
Consumer	25,629,000		2.3	%	25,110,000		2.3	%	24,880,000		2.4	%
Total	$	1,120,665,000	100.0	%	$	1,071,526,000	100.0	%	$	1,038,213,000	100.0	%

Loan balances include net deferred loan costs of $5,469,000 as of June 30, 2017, $4,921,000 as of December 31, 2016, and $4,478,000 as of June 30, 2016. Pursuant to collateral agreements, qualifying first mortgage loans, which totaled $313,709,000 at June 30, 2017, $257,122,000 at December 31, 2016, and $270,293,000 at June 30, 2016, were used to collateralize borrowings from the FHLB. In addition, commercial, construction and home equity loans totaling $294,315,000 at June 30, 2017, $261,463,000 at December 31, 2016, and $263,707,000 at June 30, 2016, were used to collateralize a standby line of credit at the Federal Reserve Bank of Boston that is currently unused.

For all loan classes, loans over 30 days past due are considered delinquent. Information on the past-due status of loans by class of financing receivable as of June 30, 2017, is presented in the following table:



	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		All Past Due		Current		Total		90+ Days & Accruing
Commercial
Real estate	$	88,000	$	—	$	1,387,000	$	1,475,000	$	305,015,000	$	306,490,000	$	—
Construction	—		—		—		—		33,605,000		33,605,000		—
Other	29,000		259,000		515,000		803,000		172,888,000		173,691,000		—
Municipal	—		—		—		—		28,695,000		28,695,000		—
Residential
Term	533,000		3,343,000		1,507,000		5,383,000		421,788,000		427,171,000		—
Construction	99,000		—		—		99,000		14,957,000		15,056,000		—
Home equity line of credit	440,000		406,000		751,000		1,597,000		108,731,000		110,328,000		—
Consumer	282,000		118,000		29,000		429,000		25,200,000		25,629,000		29,000
Total	$	1,471,000	$	4,126,000	$	4,189,000	$	9,786,000	$	1,110,879,000	$	1,120,665,000	$	29,000

Page 11

Information on the past-due status of loans by class of financing receivable as of December 31, 2016, is presented in the following table:



	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		All Past Due		Current		Total		90+ Days & Accruing
Commercial
Real estate	$	1,039,000	$	22,000	$	2,415,000	$	3,476,000	$	299,030,000	$	302,506,000	$	753,000
Construction	—		—		—		—		25,406,000		25,406,000		—
Other	202,000		33,000		796,000		1,031,000		149,738,000		150,769,000		20,000
Municipal	—		—		—		—		27,056,000		27,056,000		—
Residential
Term	631,000		3,970,000		1,802,000		6,403,000		405,066,000		411,469,000		—
Construction	—		—		—		—		18,303,000		18,303,000		—
Home equity line of credit	704,000		157,000		703,000		1,564,000		109,343,000		110,907,000		—
Consumer	135,000		45,000		4,000		184,000		24,926,000		25,110,000		4,000
Total	$	2,711,000	$	4,227,000	$	5,720,000	$	12,658,000	$	1,058,868,000	$	1,071,526,000	$	777,000

Information on the past-due status of loans by class of financing receivable as of June 30, 2016, is presented in the following table:



	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		All Past Due		Current		Total		90+ Days & Accruing
Commercial
Real estate	$	332,000	$	998,000	$	296,000	$	1,626,000	$	301,686,000	$	303,312,000	$	—
Construction	—		29,000		17,000		46,000		18,393,000		18,439,000		—
Other	131,000		218,000		314,000		663,000		135,988,000		136,651,000		—
Municipal	—		—		—		—		25,531,000		25,531,000		—
Residential
Term	662,000		4,235,000		2,110,000		7,007,000		396,454,000		403,461,000		245,000
Construction	—		—		—		—		13,403,000		13,403,000		—
Home equity line of credit	764,000		27,000		362,000		1,153,000		111,383,000		112,536,000		68,000
Consumer	283,000		7,000		8,000		298,000		24,582,000		24,880,000		8,000
Total	$	2,172,000	$	5,514,000	$	3,107,000	$	10,793,000	$	1,027,420,000	$	1,038,213,000	$	321,000

For all classes, loans are placed on non-accrual status when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement or when principal and interest is 90 days or more past due unless the loan is both well secured and in the process of collection (in which case the loan may continue to accrue interest in spite of its past due status). A loan is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guarantee of a financially responsible party. A loan is "in the process of collection" if collection of the loan is proceeding in due course either (1) through legal action, including judgment enforcement procedures, or, (2) in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.

Page 12

Cash payments received on non-accrual loans, which are included in impaired loans, are applied to reduce the loan's principal balance until the remaining principal balance is deemed collectible, after which interest is recognized when collected. As a general rule, a loan may be restored to accrual status when payments are current for a substantial period of time, generally six months, and repayment of the remaining contractual amounts is expected or when it otherwise becomes well secured and in the process of collection. Information on nonaccrual loans as of June 30, 2017 and 2016 and at December 31, 2016 is presented in the following table:



	June 30, 2017		December 31, 2016		June 30, 2016
Commercial
Real estate	$	1,814,000	$	1,907,000	$	1,227,000
Construction	—		—		46,000
Other	885,000		964,000		378,000
Municipal	—		—		—
Residential
Term	3,852,000		4,060,000		4,291,000
Construction	—		—		—
Home equity line of credit	883,000		843,000		421,000
Consumer	—		—		115,000
Total	$	7,434,000	$	7,774,000	$	6,478,000

Impaired loans include troubled debt restructured ("TDR") and loans placed on non-accrual. These loans are measured at the present value of expected future cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. If the measure of an impaired loan is lower than the recorded investment in the loan and estimated selling costs, a specific reserve is established for the difference, or, in certain situations, if the measure of an impaired loan is lower than the recorded investment in the loan and estimated selling costs, the difference is written off.

Page 13

A breakdown of impaired loans by class of financing receivable as of and for the period ended June 30, 2017 is presented in the following table:



							For the six months ended June 30, 2017				For the quarter ended June 30, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
With No Related Allowance
Commercial
Real estate	$	5,686,000	$	6,171,000	$	—	$	5,429,000	$	94,000	$	5,414,000	$	46,000
Construction	—		—		—		—		—		—		—
Other	1,405,000		1,449,000		—		1,507,000		19,000		1,418,000		12,000
Municipal	—		—		—		—		—		—		—
Residential
Term	11,065,000		12,152,000		—		11,343,000		161,000		11,283,000		73,000
Construction	—		—		—		—		—		—		—
Home equity line of credit	1,380,000		1,731,000		—		1,387,000		14,000		1,397,000		7,000
Consumer	—		—		—		—		—		—		—
	$	19,536,000	$	21,503,000	$	—	$	19,666,000	$	288,000	$	19,512,000	$	138,000
With an Allowance Recorded
Commercial
Real estate	$	4,167,000	$	4,356,000	$	221,000	$	4,644,000	$	85,000	$	4,549,000	$	43,000
Construction	763,000		763,000		103,000		763,000		18,000		763,000		9,000
Other	228,000		268,000		36,000		177,000		6,000		230,000		4,000
Municipal	—		—		—		—		—		—		—
Residential
Term	1,925,000		2,067,000		209,000		1,971,000		41,000		1,864,000		21,000
Construction	—		—		—		—		—		—		—
Home equity line of credit	25,000		27,000		25,000		26,000		—		25,000		—
Consumer	—		—		—		—		—		—		—
	$	7,108,000	$	7,481,000	$	594,000	$	7,581,000	$	150,000	$	7,431,000	$	77,000
Total
Commercial
Real estate	$	9,853,000	$	10,527,000	$	221,000	$	10,073,000	$	179,000	$	9,963,000	$	89,000
Construction	763,000		763,000		103,000		763,000		18,000		763,000		9,000
Other	1,633,000		1,717,000		36,000		1,684,000		25,000		1,648,000		16,000
Municipal	—		—		—		—		—		—		—
Residential
Term	12,990,000		14,219,000		209,000		13,314,000		202,000		13,147,000		94,000
Construction	—		—		—		—		—		—		—
Home equity line of credit	1,405,000		1,758,000		25,000		1,413,000		14,000		1,422,000		7,000
Consumer	—		—		—		—		—		—		—
	$	26,644,000	$	28,984,000	$	594,000	$	27,247,000	$	438,000	$	26,943,000	$	215,000

Substantially all interest income recognized on impaired loans for all classes of financing receivables was recognized on a cash basis as received.

Page 14

A breakdown of impaired loans by class of financing receivable as of and for the year ended December 31, 2016 is presented in the following table:



	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recognized Interest Income
With No Related Allowance
Commercial
Real estate	$	5,201,000	$	5,614,000	$	—	$	6,252,000	$	220,000
Construction	—		—		—		32,000		—
Other	1,671,000		1,852,000		—		1,074,000		86,000
Municipal	—		—		—		—		—
Residential
Term	11,483,000		12,654,000		—		11,025,000		442,000
Construction	—		—		—		—		—
Home equity line of credit	1,361,000		1,733,000		—		1,213,000		33,000
Consumer	—		—		—		9,000		—
	$	19,716,000	$	21,853,000	$	—	$	19,605,000	$	781,000
With an Allowance Recorded
Commercial
Real estate	$	4,820,000	$	4,925,000	$	505,000	$	4,153,000	$	186,000
Construction	763,000		763,000		100,000		816,000		36,000
Other	72,000		72,000		39,000		317,000		—
Municipal	—		—		—		—		—
Residential
Term	2,186,000		2,328,000		304,000		3,209,000		101,000
Construction	—		—		—		—		—
Home equity line of credit	26,000		28,000		26,000		69,000		—
Consumer	—		—		—		48,000		—
	$	7,867,000	$	8,116,000	$	974,000	$	8,612,000	$	323,000
Total
Commercial
Real estate	$	10,021,000	$	10,539,000	$	505,000	$	10,405,000	$	406,000
Construction	763,000		763,000		100,000		848,000		36,000
Other	1,743,000		1,924,000		39,000		1,391,000		86,000
Municipal	—		—		—		—		—
Residential
Term	13,669,000		14,982,000		304,000		14,234,000		543,000
Construction	—		—		—		—		—
Home equity line of credit	1,387,000		1,761,000		26,000		1,282,000		33,000
Consumer	—		—		—		57,000		—
	$	27,583,000	$	29,969,000	$	974,000	$	28,217,000	$	1,104,000

Page 15

A breakdown of impaired loans by class of financing receivable as of and for the period ended June 30, 2016 is presented in the following table:



							For the six months ended June 30, 2016				For the quarter ended June 30, 2016
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
With No Related Allowance
Commercial
Real estate	$	6,654,000	$	6,817,000	$	—	$	7,068,000	$	145,000	$	6,916,000	$	66,000
Construction	46,000		46,000		—		60,000		1,000		40,000		—
Other	955,000		994,000		—		1,083,000		21,000		1,045,000		13,000
Municipal	—		—		—		—		—		—		—
Residential
Term	10,924,000		12,085,000		—		10,653,000		209,000		10,592,000		118,000
Construction	—		—		—		—		—		—		—
Home equity line of credit	912,000		1,266,000		—		1,216,000		13,000		1,079,000		5,000
Consumer	—		—		—		—		—		—		—
	$	19,491,000	$	21,208,000	$	—	$	20,080,000	$	389,000	$	19,672,000	$	202,000
With an Allowance Recorded
Commercial
Real estate	$	4,031,000	$	4,116,000	$	369,000	$	3,458,000	$	71,000	$	3,518,000	$	35,000
Construction	788,000		788,000		97,000		857,000		18,000		788,000		10,000
Other	524,000		530,000		158,000		209,000		12,000		337,000		12,000
Municipal	—		—		—		—		—		—		—
Residential
Term	3,181,000		3,266,000		326,000		3,830,000		66,000		3,664,000		23,000
Construction	—		—		—		—		—		—		—
Home equity line of credit	63,000		64,000		28,000		73,000		1,000		63,000		—
Consumer	115,000		115,000		51,000		19,000		—		38,000		—
	$	8,702,000	$	8,879,000	$	1,029,000	$	8,446,000	$	168,000	$	8,408,000	$	80,000
Total
Commercial
Real estate	$	10,685,000	$	10,933,000	$	369,000	$	10,526,000	$	216,000	$	10,434,000	$	101,000
Construction	834,000		834,000		97,000		917,000		19,000		828,000		10,000
Other	1,479,000		1,524,000		158,000		1,292,000		33,000		1,382,000		25,000
Municipal	—		—		—		—		—		—		—
Residential
Term	14,105,000		15,351,000		326,000		14,483,000		275,000		14,256,000		141,000
Construction	—		—		—		—		—		—		—
Home equity line of credit	975,000		1,330,000		28,000		1,289,000		14,000		1,142,000		5,000
Consumer	115,000		115,000		51,000		19,000		—		38,000		—
	$	28,193,000	$	30,087,000	$	1,029,000	$	28,526,000	$	557,000	$	28,080,000	$	282,000

Page 16

Troubled Debt Restructured

A "TDR" constitutes a restructuring of debt if the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. To determine whether or not a loan should be classified as a TDR, Management evaluates a loan based upon the following criteria:


•	The borrower demonstrates financial difficulty; common indicators include past due status with bank obligations, substandard credit bureau reports, or an inability to refinance with another lender, and


•	The Company has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.

As of June 30, 2017, the Company had 68 loans with a value of $20,301,000 that have been classified as TDRs. This compares to 71 loans with a value of $21,526,000 and 78 loans with a value of $22,595,000 classified as TDRs as of December 31, 2016 and June 30, 2016, respectively. The impairment carried as a specific reserve in the allowance for loan losses is calculated by present valuing the expected cash flows on the loan at the original interest rate, or, for collateral-dependent loans, using the fair value of the collateral less costs to sell.

The following table shows TDRs by class and the specific reserve as of June 30, 2017:



	Number of Loans	Balance		Specific Reserves
Commercial
Real estate	9	$	8,040,000	$	93,000
Construction	1	763,000		103,000
Other	5	749,000		1,000
Municipal	—	—		—
Residential
Term	50	10,227,000		209,000
Construction	—	—		—
Home equity line of credit	3	522,000		—
Consumer	—	—		—
	68	$	20,301,000	$	406,000

The following table shows TDRs by class and the specific reserve as of December 31, 2016:



	Number of Loans	Balance		Specific Reserves
Commercial
Real estate	10	$	8,937,000	$	375,000
Construction	1	763,000		100,000
Other	5	779,000		—
Municipal	—	—		—
Residential
Term	52	10,503,000		261,000
Construction	—	—		—
Home equity line of credit	3	544,000		—
Consumer	—	—		—
	71	$	21,526,000	$	736,000

Page 17

The following table shows TDRs by class and the specific reserve as of June 30, 2016:



	Number of Loans	Balance		Specific Reserves
Commercial
Real estate	11	$	9,459,000	$	105,000
Construction	1	788,000		97,000
Other	10	1,101,000		78,000
Municipal	—	—		—
Residential
Term	53	10,693,000		264,000
Construction	—	—		—
Home equity line of credit	3	554,000		—
Consumer	—	—		—
	78	$	22,595,000	$	544,000

As of June 30, 2017, 10 of the loans classified as TDRs with a total balance of $1,336,000 were more than 30 days past due. None of these loans had been placed on TDR status in the previous 12 months. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of June 30, 2017:



	Number of Loans	Balance		Specific Reserves
Commercial
Real estate	—	$	—	$	—
Construction	—	—		—
Other	—	—		—
Municipal	—	—		—
Residential
Term	9	1,169,000		10,000
Construction	—	—		—
Home equity line of credit	1	167,000		—
Consumer	—	—		—
	10	$	1,336,000	$	10,000

Page 18

As of June 30, 2016, nine of the loans classified as TDRs with a total balance of $979,000 were more than 30 days past due. Of these loans, one loan with a balance of $108,000 had been placed on TDR status in the previous 12 months. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of June 30, 2016:



	Number of Loans	Balance		Specific Reserves
Commercial
Real estate	—	$	—	$	—
Construction	—	—		—
Other	1	10,000		—
Municipal	—	—		—
Residential
Term	8	969,000		49,000
Construction	—	—		—
Home equity line of credit	—	—		—
Consumer	—	—		—
	9	$	979,000	$	49,000

For the six months ended June 30, 2017 and 2016, no loans were placed on TDR status.

As of June 30, 2017, Management is aware of four loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $830,000. There were also eight loans with an outstanding balance of $1,089,000 that were classified as TDRs and on non-accrual status, of which one loan with an outstanding balance of $108,000 was in the process of foreclosure.

Residential Mortgage Loans in Process of Foreclosure

As of June 30, 2017, there were 12 mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $1,919,000, none of these loans were placed in TDR status in the past 12 months. This compares to 13 mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $1,514,000 as of June 30, 2016.

Note 4. Allowance for Loan Losses

The Company provides for loan losses through the establishment of an allowance for loan losses which represents an estimated reserve for existing losses in the loan portfolio. A systematic methodology is used for determining the allowance that includes a quarterly review process, risk rating changes, and adjustments to the allowance. The loan portfolio is classified in eight classes and credit risk is evaluated separately in each class. Major risk characteristics relevant to each portfolio segment are as follows:

Commercial Real Estate - Commercial real estate loans are impacted by factors such as competitive market forces, vacancy rates, cap rates, net operating incomes, lease renewals and overall economic demand. In addition, loans in the recreational and tourism sector can be affected by weather conditions, such as unseasonably low winter snowfalls. Commercial real estate lending also carries a higher degree of environmental risk than other real estate lending.

Commercial Construction - Commercial construction loans are impacted by factors similar to those for commercial real estate loans in addition to risks related to contractor financial capacity and ability to complete a project within acceptable time frames and within budget.

Commercial Other - A weakened economy, soft consumer spending, and the rising cost of labor or raw materials are examples of issues that can impact the credit quality in this segment.

Municipal Loans - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.

Residential Real Estate Term - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.

Residential Real Estate Construction - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment. Residential construction are impacted by factors similar to those for residential real estate term in addition to risks related to contractor financial capacity and ability to complete a project within acceptable time frames and within budget.

Home Equity Line of Credit - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.

Consumer -The overall health of the economy, including unemployment rates, has an impact on the credit quality of this segment.

The appropriate level of the allowance is evaluated continually based on a review of significant loans, with a particular emphasis on nonaccruing, past due, and other loans that may require special attention. Other factors include general conditions in local and

Page 19

national economies; loan portfolio composition and asset quality indicators; and internal factors such as changes in underwriting policies, credit administration practices, experience, ability and depth of lending management, among others. The allowance consists of four elements: (1) specific reserves for loans evaluated individually for impairment; (2) general reserves for each portfolio segment based on historical loan loss experience, (3) qualitative reserves judgmentally adjusted for local and national economic conditions, concentrations, portfolio composition, volume and severity of delinquencies and nonaccrual loans, trends of criticized and classified loans, changes in credit policies and underwriting standards, credit administration practices, and other factors as applicable for each portfolio segment; and (4) unallocated reserves. All outstanding loans are considered in evaluating the appropriateness of the allowance.

A breakdown of the allowance for loan losses as of June 30, 2017, December 31, 2016, and June 30, 2016, by class of financing receivable and allowance element, is presented in the following tables:



As of June 30, 2017	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	221,000	$	1,467,000	$	2,308,000	$	—	$	3,996,000
Construction	103,000		161,000		253,000		—		517,000
Other	36,000		829,000		1,306,000		—		2,171,000
Municipal	—		—		19,000		—		19,000
Residential
Term	209,000		249,000		541,000		—		999,000
Construction	—		8,000		18,000		—		26,000
Home equity line of credit	25,000		300,000		359,000		—		684,000
Consumer	—		245,000		284,000		—		529,000
Unallocated	—		—		—		1,670,000		1,670,000
	$	594,000	$	3,259,000	$	5,088,000	$	1,670,000	$	10,611,000



As of December 31, 2016	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	505,000	$	1,471,000	$	2,012,000	$	—	$	3,988,000
Construction	100,000		125,000		171,000		—		396,000
Other	39,000		735,000		1,006,000		—		1,780,000
Municipal	—		—		18,000		—		18,000
Residential
Term	304,000		563,000		421,000		—		1,288,000
Construction	—		25,000		19,000		—		44,000
Home equity line of credit	26,000		444,000		337,000		—		807,000
Consumer	—		328,000		231,000		—		559,000
Unallocated	—		—		—		1,258,000		1,258,000
	$	974,000	$	3,691,000	$	4,215,000	$	1,258,000	$	10,138,000

Page 20



As of June 30, 2016	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	369,000	$	1,296,000	$	2,290,000	$	—	$	3,955,000
Construction	97,000		80,000		141,000		—		318,000
Other	158,000		585,000		1,035,000		—		1,778,000
Municipal	—		—		17,000		—		17,000
Residential
Term	326,000		577,000		462,000		—		1,365,000
Construction	—		19,000		15,000		—		34,000
Home equity line of credit	28,000		475,000		377,000		—		880,000
Consumer	51,000		341,000		243,000		—		635,000
Unallocated	—		—		—		1,216,000		1,216,000
	$	1,029,000	$	3,373,000	$	4,580,000	$	1,216,000	$	10,198,000

Qualitative adjustment factors are taken into consideration when determining reserve estimates. These adjustment factors are based upon Management's evaluation of various current conditions, including those listed below.


•	General economic conditions.


•	Credit quality trends with emphasis on loan delinquencies, nonaccrual levels and classified loans.


•	Recent loss experience in particular segments of the portfolio.


•	Loan volumes and concentrations, including changes in mix.


•	Other factors, including changes in quality of the loan origination; loan policy changes; changes in credit risk management processes; Bank regulatory and external loan review examination results.

The qualitative portion of the allowance for loan losses was 0.45% of related loans as of June 30, 2017 and 0.39% as of December 31, 2016. The qualitative portion increased $873,000 between December 31, 2016 and June 30, 2017 due to loan growth and of some slippage in certain economic factors.

The unallocated component of the allowance totaled $1,670,000 at June 30, 2017, or 15.7% of the total reserve. This compares to $1,258,000 or 12.4% as of December 31, 2016. The change is due to year-to-date loan growth in the commercial construction and commercial-other segments and a small increase in classified loans.

The allowance for loan losses as a percent of total loans stood at 0.95% as of June 30, 2017 and December 31, 2016. This compares to 0.98% as of June 30, 2016.

Commercial loans are comprised of three major classes, commercial real estate loans, commercial construction loans and other commercial loans.

Commercial real estate loans consist of mortgage loans to finance investments in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and other specific or mixed use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based on appraisals and evaluations in accordance with established policy and regulatory guidelines. Commercial real estate loans typically have a loan-to-value ratio of up to 80% based upon current valuation information at the time the loan is made. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.

Commercial construction loans consist of loans to finance construction in a mix of owner- and non-owner occupied commercial real estate properties. Commercial construction loans typically have maturities of less than two years. Payment structures during the construction period are typically on an interest only basis, although principal payments may be established depending on the type of construction project being financed. During the construction phase, commercial construction loans are primarily paid by cash flow generated from the construction project or other operating cash flows from the borrower or guarantors, if applicable. At the end of the construction period, loan repayment typically comes from a third party source in the event that the Company will not be providing permanent term financing. Collateral valuation and loan-to-value guidelines follow those for commercial real estate loans.

Page 21

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.

Municipal loans are comprised of loans to municipalities in Maine for capitalized expenditures, construction projects or tax anticipation notes. All municipal loans are considered general obligations of the municipality and are collateralized by the taxing ability of the municipality for repayment of debt.

Residential loans are comprised of two classes: term loans and construction loans.

Residential term loans consist of residential real estate loans held in the Company's loan portfolio 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 loan-to-value ratios within established policy and regulatory guidelines. Collateral values are determined based on appraisals and evaluations in accordance with established policy and regulatory guidelines. Residential loans typically have a loan-to-value ratio of up to 80% based on appraisal information at the time the loan is made. Collateral consists of mortgage liens on one- to four-family residential properties. Loans are offered with fixed or adjustable rates with amortization terms of up to thirty years.

Residential construction loans typically consist of loans for the purpose of constructing single family residences to be owned and occupied by the borrower. Borrower qualifications include favorable credit history combined with supportive income requirements and loan-to-value ratios within established policy and regulatory guidelines. Residential construction loans normally have construction terms of one year or less and payment during the construction term is typically on an interest only basis from sources including interest reserves, borrower liquidity and/or income. Residential construction loans will typically convert to permanent financing from the Company or have another financing commitment in place from an acceptable mortgage lender. Collateral valuation and loan-to-value guidelines are consistent with those for residential term loans.

Home equity 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. The home equity line of credit typically has a variable interest 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. Loan maturities are normally 300 months. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to- value ratios usually not exceeding 80% inclusive of priority liens. Collateral valuation guidelines follow those for residential real state loans.

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

Construction, land and land development loans, both commercial and residential, comprise a small portion of the portfolio, and at 31.1% of capital are below the regulatory limit of 100.0% of capital at June 30, 2017. Construction loans and non-owner-occupied commercial real estate loans are at 113.1% of total capital, below the regulatory limit of 300.0% of capital at June 30, 2017.

The process of establishing the allowance with respect to the commercial loan portfolio begins when a loan officer initially assigns each loan a risk rating, using established credit criteria. Approximately 50% of the outstanding loans and commitments are subject to review and validation annually by an independent consulting firm, as well as periodically by the Company's internal credit review function. The methodology employs Management's judgment as to the level of losses on existing loans based on internal review of the loan portfolio, including an analysis of a borrower's current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and or lines of business.

Page 22

In determining the Company's ability to collect certain loans, Management also considers the fair value of underlying collateral. The risk rating system has eight levels, defined as follows:

1 Strong

Credits rated "1" are characterized by borrowers fully responsible for the credit with excellent capacity to pay principal and interest. Loans rated "1" may be secured with acceptable forms of liquid collateral.

2 Above Average

Credits rated "2" are characterized by borrowers that have better than average liquidity, capitalization, earnings and/or cash flow with a consistent record of solid financial performance.

3 Satisfactory

Credits rated "3" are characterized by borrowers with favorable liquidity, profitability and financial condition with adequate cash flow to pay debt service.

4 Average

Credits rated "4" are characterized by borrowers that present risk more than 1, 2 and 3 rated loans and merit an ordinary level of ongoing monitoring. Financial condition is on par or somewhat below industry averages while cash flow is generally adequate to meet debt service requirements.

5 Watch

Credits rated "5" are characterized by borrowers that warrant greater monitoring due to financial condition or unresolved and identified risk factors.

6 Other Assets Especially Mentioned (OAEM)

Loans in this category are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. OAEM have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the Company's credit position at some future date.

7 Substandard

Loans in this category are inadequately protected by the paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected.

8 Doubtful

Loans classified "Doubtful" have the same weaknesses as those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is high, but because of certain important and reasonably specific pending factors which 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.

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of June 30, 2017:



	Commercial Real Estate		Commercial Construction		Commercial Other		Municipal Loans		All Risk- Rated Loans
1 Strong	$	2,000	$	—	$	1,004,000	$	—	$	1,006,000
2 Above Average	13,737,000		45,000		7,700,000		27,895,000		49,377,000
3 Satisfactory	84,550,000		2,827,000		52,024,000		800,000		140,201,000
4 Average	140,826,000		20,849,000		80,537,000		—		242,212,000
5 Watch	46,158,000		9,884,000		16,402,000		—		72,444,000
6 OAEM	3,283,000		—		3,920,000		—		7,203,000
7 Substandard	17,811,000		—		12,104,000		—		29,915,000
8 Doubtful	123,000		—		—		—		123,000
Total	$	306,490,000	$	33,605,000	$	173,691,000	$	28,695,000	$	542,481,000

Page 23

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of December 31, 2016:



	Commercial Real Estate		Commercial Construction		Commercial Other		Municipal Loans		All Risk- Rated Loans
1 Strong	$	2,000	$	—	$	850,000	$	—	$	852,000
2 Above Average	13,981,000		49,000		8,934,000		25,527,000		48,491,000
3 Satisfactory	81,286,000		1,345,000		48,212,000		1,529,000		132,372,000
4 Average	139,421,000		16,506,000		65,146,000		—		221,073,000
5 Watch	43,181,000		7,349,000		16,864,000		—		67,394,000
6 OAEM	4,569,000		—		1,587,000		—		6,156,000
7 Substandard	20,066,000		157,000		9,176,000		—		29,399,000
8 Doubtful	—		—		—		—		—
Total	$	302,506,000	$	25,406,000	$	150,769,000	$	27,056,000	$	505,737,000

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of June 30, 2016:



	Commercial Real Estate		Commercial Construction		Commercial Other		Municipal Loans		All Risk- Rated Loans
1 Strong	$	3,000	$	—	$	897,000	$	—	$	900,000
2 Above Average	27,602,000		54,000		7,567,000		23,898,000		59,121,000
3 Satisfactory	71,595,000		995,000		25,038,000		1,633,000		99,261,000
4 Average	136,010,000		11,769,000		72,919,000		—		220,698,000
5 Watch	41,328,000		5,621,000		24,702,000		—		71,651,000
6 OAEM	9,443,000		—		2,587,000		—		12,030,000
7 Substandard	17,331,000		—		2,941,000		—		20,272,000
8 Doubtful	—		—		—		—		—
Total	$	303,312,000	$	18,439,000	$	136,651,000	$	25,531,000	$	483,933,000

Commercial loans are generally charged off when all or a portion of the principal amount is determined to be uncollectible. This determination is based on circumstances specific to a borrower including repayment ability, analysis of collateral and other factors as applicable.

Residential loans are comprised of two classes: term loans, which include traditional amortizing home mortgages, and construction loans, which include loans for owner-occupied residential construction. Residential loans typically have a 75% to 80% loan to value based upon current appraisal information at the time the loan is made. Home equity loans and lines of credit are typically written to the same underwriting standards. Consumer loans are primarily amortizing loans to individuals collateralized by automobiles, pleasure craft and recreation vehicles, typically with a maximum loan to value of 80% to 90% of the purchase price of the collateral. Consumer loans also include a small amount of unsecured short-term time notes to individuals.

Residential loans, consumer loans and home equity lines of credit are segregated into homogeneous pools with similar risk characteristics. Trends and current conditions are analyzed and historical loss experience is adjusted accordingly. Quantitative and qualitative adjustment factors for these segments are consistent with those for the commercial and municipal classes. Certain loans in the residential, home equity lines of credit and consumer classes identified as having the potential for further deterioration are analyzed individually to confirm impairment status, and to determine the need for a specific reserve; however there is no formal rating system used for these classes. Consumer loans greater than 120 days past due are generally charged off. Residential loans 90 days or more past due are placed on non-accrual status unless the loans are both well secured and in the process of collection. One- to four-family residential real estate loans and home equity loans are written down or charged-off no later than 180 days past due, or for residential real estate secured loans having a borrower in bankruptcy, within 60 days of receipt of notification of filing from the bankruptcy court, whichever is sooner. This is subject to completion of a current assessment of the value of the collateral with any outstanding loan balance in excess of the fair value of the property, less costs to sell, written down or charged-off.

There were no changes to the Company's accounting policies or methodology used to estimate the allowance for loan losses during the six months ended June 30, 2017.

Page 24

The following table presents allowance for loan losses activity by class for the six months and quarter ended June 30, 2017, and allowance for loan loss balances by class and related loan balances by class as of June 30, 2017:



	Commercial						Municipal		Residential						Home Equity Line of Credit			Consumer			Unallocated		Total
	Real Estate		Construction		Other				Term			Construction
For the six months ended June 30, 2017
Beginning balance	$	3,988,000	$	396,000	$	1,780,000	$	18,000	$	1,288,000		$	44,000		$	807,000		$	559,000		$	1,258,000	$	10,138,000
Charge offs	305,000		—		58,000		—		70,000			—			28,000			156,000			—		617,000
Recoveries	—		—		18,000		—		19,000			—			3,000			50,000			—		90,000
Provision (credit)	313,000		121,000		431,000		1,000		(238,000		)	(18,000		)	(98,000		)	76,000			412,000		1,000,000
Ending balance	$	3,996,000	$	517,000	$	2,171,000	$	19,000	$	999,000		$	26,000		$	684,000		$	529,000		$	1,670,000	$	10,611,000
For the three months ended June 30, 2017
Beginning balance	$	4,015,000	$	441,000	$	1,925,000	$	18,000	$	969,000		$	24,000		$	811,000		$	573,000		$	1,591,000	$	10,367,000
Charge offs	141,000		—		58,000		—		17,000			—			21,000			53,000			—		290,000
Recoveries	—		—		7,000		—		5,000			—			3,000			19,000			—		34,000
Provision (credit)	122,000		76,000		297,000		1,000		42,000			2,000			(109,000		)	(10,000		)	79,000		500,000
Ending balance	$	3,996,000	$	517,000	$	2,171,000	$	19,000	$	999,000		$	26,000		$	684,000		$	529,000		$	1,670,000	$	10,611,000
Allowance for loan losses as of June 30, 2017
Ending balance specifically evaluated for impairment	$	221,000	$	103,000	$	36,000	$	—	$	209,000		$	—		$	25,000		$	—		$	—	$	594,000
Ending balance collectively evaluated for impairment	$	3,775,000	$	414,000	$	2,135,000	$	19,000	$	790,000		$	26,000		$	659,000		$	529,000		$	1,670,000	$	10,017,000
Related loan balances as of June 30, 2017
Ending balance	$	306,490,000	$	33,605,000	$	173,691,000	$	28,695,000	$	427,171,000		$	15,056,000		$	110,328,000		$	25,629,000		$	—	$	1,120,665,000
Ending balance specifically evaluated for impairment	$	9,853,000	$	763,000	$	1,633,000	$	—	$	12,990,000		$	—		$	1,405,000		$	—		$	—	$	26,644,000
Ending balance collectively evaluated for impairment	$	296,637,000	$	32,842,000	$	172,058,000	$	28,695,000	$	414,181,000		$	15,056,000		$	108,923,000		$	25,629,000		$	—	$	1,094,021,000

Page 25

The following table presents allowance for loan losses activity by class for the yearended December 31, 2016 and allowance for loan loss balances by class and related loan balances by class as of December 31, 2016:



								Municipal		Residential				Home Equity Line of Credit		Consumer		Unallocated			Total
	Real Estate		Construction			Other				Term		Construction

Beginning balance	$	3,120,000	$	580,000		$	1,452,000	$	17,000	$	1,391,000	$	24,000	$	893,000	$	566,000	$	1,873,000		$	9,916,000
Charge offs	294,000		75,000			376,000		—		379,000		—		147,000		450,000		—			1,721,000
Recoveries	—		8,000			129,000		—		93,000		—		5,000		108,000		—			343,000
Provision (credit)	1,162,000		(117,000		)	575,000		1,000		183,000		20,000		56,000		335,000		(615,000		)	1,600,000
Ending balance	$	3,988,000	$	396,000		$	1,780,000	$	18,000	$	1,288,000	$	44,000	$	807,000	$	559,000	$	1,258,000		$	10,138,000

Ending balance specifically evaluated for impairment	$	505,000	$	100,000		$	39,000	$	—	$	304,000	$	—	$	26,000	$	—	$	—		$	974,000
Ending balance collectively evaluated for impairment	$	3,483,000	$	296,000		$	1,741,000	$	18,000	$	984,000	$	44,000	$	781,000	$	559,000	$	1,258,000		$	9,164,000

Ending balance	$	302,506,000	$	25,406,000		$	150,769,000	$	27,056,000	$	411,469,000	$	18,303,000	$	110,907,000	$	25,110,000	$	—		$	1,071,526,000
Ending balance specifically evaluated for impairment	$	10,021,000	$	763,000		$	1,743,000	$	—	$	13,669,000	$	—	$	1,387,000	$	—	$	—		$	27,583,000
Ending balance collectively evaluated for impairment	$	292,485,000	$	24,643,000		$	149,026,000	$	27,056,000	$	397,800,000	$	18,303,000	$	109,520,000	$	25,110,000	$	—		$	1,043,943,000

Page 26

The following table presents allowance for loan losses activity by class for the six months and quarter ended June 30, 2016, and allowance for loan loss balances by class and related loan balances by class as of June 30, 2016:



	Commercial							Municipal		Residential				Home Equity Line of Credit		Consumer		Unallocated			Total
	Real Estate		Construction			Other				Term		Construction
For the six months ended June 30, 2016
Beginning balance	$	3,120,000	$	580,000		$	1,452,000	$	17,000	$	1,391,000	$	24,000	$	893,000	$	566,000	$	1,873,000		$	9,916,000
Charge offs	33,000		58,000			30,000		—		266,000		—		122,000		157,000		—			666,000
Recoveries	—		—			56,000		—		74,000		—		2,000		66,000		—			198,000
Provision (credit)	868,000		(204,000		)	300,000		—		166,000		10,000		107,000		160,000		(657,000		)	750,000
Ending balance	$	3,955,000	$	318,000		$	1,778,000	$	17,000	$	1,365,000	$	34,000	$	880,000	$	635,000	$	1,216,000		$	10,198,000
For the three months ended June 30, 2016
Beginning balance	$	3,524,000	$	345,000		$	1,676,000	$	17,000	$	1,474,000	$	33,000	$	905,000	$	654,000	$	1,591,000		$	10,219,000
Charge offs	33,000		—			30,000		—		246,000		—		73,000		94,000		—			476,000
Recoveries	—		—			36,000		—		9,000		—		1,000		34,000		—			80,000
Provision (credit)	464,000		(27,000		)	96,000		—		128,000		1,000		47,000		41,000		(375,000		)	375,000
Ending balance	$	3,955,000	$	318,000		$	1,778,000	$	17,000	$	1,365,000	$	34,000	$	880,000	$	635,000	$	1,216,000		$	10,198,000
Allowance for loan losses as of June 30, 2016
Ending balance specifically evaluated for impairment	$	369,000	$	97,000		$	158,000	$	—	$	326,000	$	—	$	28,000	$	51,000	$	—		$	1,029,000
Ending balance collectively evaluated for impairment	$	3,586,000	$	221,000		$	1,620,000	$	17,000	$	1,039,000	$	34,000	$	852,000	$	584,000	$	1,216,000		$	9,169,000
Related loan balances as of June 30, 2016
Ending balance	$	303,312,000	$	18,439,000		$	136,651,000	$	25,531,000	$	403,461,000	$	13,403,000	$	112,536,000	$	24,880,000	$	—		$	1,038,213,000
Ending balance specifically evaluated for impairment	$	10,685,000	$	834,000		$	1,479,000	$	—	$	14,105,000	$	—	$	975,000	$	115,000	$	—		$	28,193,000
Ending balance collectively evaluated for impairment	$	292,627,000	$	17,605,000		$	135,172,000	$	25,531,000	$	389,356,000	$	13,403,000	$	111,561,000	$	24,765,000	$	—		$	1,010,020,000

Note 5 – Stock-Based Compensation

At the 2010 Annual Meeting, shareholders approved the 2010 Equity Incentive Plan (the "2010 Plan"). This reserves 400,000 shares of common stock for issuance in connection with stock options, restricted stock awards and other equity based awards to attract and retain the best available personnel, provide additional incentive to officers, employees and non-employee Directors and promote the success of our business. Such grants and awards will be structured in a manner that does not encourage the recipients to expose the Company to undue or inappropriate risk. Options issued under the 2010 Plan will qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code. Other compensation under the 2010 Plan will qualify as performance-based for purposes of Section 162(m) of the Internal Revenue Code, and will satisfy NASDAQ guidelines relating to equity compensation.

Page 27

As of June 30, 2017, 127,560 shares of restricted stock had been granted under the 2010 Plan, of which 71,086 shares remain restricted as of June 30, 2017 as detailed in the following table:



Year Granted	Vesting Term (In Years)	Shares	Remaining Term (In Years)
2013	5.0	14,776	0.3
2014	5.0	10,422	1.3
2015	5.0	12,023	2.3
2016	5.0	15,015	3.3
2017	1.0	3,976	0.6
2017	3.0	4,902	2.6
2017	5.0	9,972	4.6
		71,086	2.2

The compensation cost related to these restricted stock grants is $1,428,000 and will be recognized over the vesting terms of each grant. In the six months ended June 30, 2017, $166,000 of expense was recognized for these restricted shares, leaving $828,000 in unrecognized expense as of June 30, 2017. In the six months ended June 30, 2016, $132,000 of expense was recognized for restricted shares, leaving $623,000 in unrecognized expense as of June 30, 2016.

Note 6 – Preferred and Common Stock

Preferred Stock

On January 9, 2009, the Company issued $25,000,000 in Fixed Rate Cumulative Perpetual Preferred Stock, Series A, to the U.S. Treasury ("Treasury') under the Capital Purchase Program ("the CPP Shares"). The CPP Shares qualified as Tier 1 capital on the Company's books for regulatory purposes and ranked senior to the Company's common stock and senior or at an equal level in the Company's capital structure to any other shares of preferred stock the Company may issue in the future. In three separate transactions in 2012 and 2013, the Company repurchased all of the CPP shares from the Treasury.

Incident to such issuance of the CPP shares, the Company issued to the Treasury warrants (the "Warrants") to purchase up to 225,904 shares of the Company's common stock at a price per share of $16.60 (subject to adjustment). The Warrants (and any shares of common stock issuable pursuant to the Warrants) are freely transferable by the Treasury to third parties. The Warrants have a term of ten years and could be exercised by the Treasury or a subsequent holder at any time or from time to time during their term. To the extent they had not previously been exercised, the Warrants will expire after ten years. The Warrants were unchanged as a result of the CPP Shares repurchase transactions.

In May 2015, the Treasury sold the Warrants to private parties. In accordance with the contractual terms of the Warrants, the number of shares issuable upon exercise and strike price were adjusted at the time of the sale. As a result of this transaction, the aggregate number of shares of common stock issuable under the Warrants were adjusted to 226,819 shares with a strike price of $16.53 per share. In November 2016, the Company repurchased all of the outstanding Warrants for an aggregate purchase price of $1,750,000.

Common Stock

Proceeds from sale of common stock totaled $329,000 and $258,000 for the six months ended June 30, 2017 and 2016, respectively.

Page 28

Note 7 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (EPS) for the six months ended June 30, 2017 and 2016:



	Income (Numerator)		Shares (Denominator)	Per-Share Amount
For the six months ended June 30, 2017
Net income as reported	$	9,520,000
Basic EPS: Income available to common shareholders	9,520,000		10,740,355	$	0.89
Effect of dilutive securities: restricted stock			72,348
Diluted EPS: Income available to common shareholders plus assumed conversions	$	9,520,000	10,812,703	$	0.88
For the six months ended June 30, 2016
Net income as reported	$	9,127,000
Basic EPS: Income available to common shareholders	9,127,000		10,710,483	$	0.85
Effect of dilutive securities: restricted stock and warrants			101,306
Diluted EPS: Income available to common shareholders plus assumed conversions	$	9,127,000	10,811,789	$	0.84

The following table sets forth the computation of basic and diluted EPS for the quarters ended June 30, 2017 and 2016:



	Income (Numerator)		Shares (Denominator)	Per-Share Amount
For the quarter ended June 30, 2017
Net income as reported	$	4,883,000
Basic EPS: Income available to common shareholders	4,883,000		10,746,363	$	0.45
Effect of dilutive securities: restricted stock			71,086
Diluted EPS: Income available to common shareholders plus assumed conversions	$	4,883,000	10,817,449	$	0.45
For the quarter ended June 30, 2016
Net income as reported	$	4,624,000
Basic EPS: Income available to common shareholders	4,624,000		10,712,418	$	0.43
Effect of dilutive securities: restricted stock and warrants			106,289
Diluted EPS: Income available to common shareholders plus assumed conversions	$	4,624,000	10,818,707	$	0.43

All earnings per share calculations have been made using the weighted average number of shares outstanding during the period. The potentially dilutive securities are unvested shares of restricted stock granted to certain key members of Management and the warrants. The number of dilutive shares is calculated using the treasury method, assuming that all shares were vested and warrants were exercisable at the end of each period. Warrants that are out-of-the-money are not considered in the calculation of dilutive earnings per share as the effect would be anti-dilutive.

The following table presents the number of warrants outstanding as of June 30, 2016 and the amount for which the average market price at period end is above or below the strike price:

Page 29

Note 8 – Employee Benefit Plans

401(k) Plan

The Bank has a defined contribution plan available to substantially all employees who have completed 3 months of service. Employees may contribute up to Internal Revenue Service ("IRS") determined limits and the Bank may match employee contributions not to exceed 3.0% of compensation depending on contribution level. Subject to a vote of the Board of Directors, the Bank may also make a profit-sharing contribution to the Plan. Such contribution equaled 2.0% of each eligible employee's compensation in 2016. The amount for 2017 has not been established. The expense related to the 401(k) plan was $243,000 and $226,000 for the six months ended June 30, 2017 and 2016, respectively.

Deferred Compensation and Supplemental Retirement Benefits

The Bank also provides unfunded supplemental retirement benefits for certain officers, payable in installments over 20 years upon retirement or death. The agreements consist of individual contracts with differing characteristics that, when taken together, do not constitute a postretirement plan. The costs for these benefits are recognized over the service periods of the participating officers in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 712 "Compensation – Nonretirement Postemployment Benefits". The expense of these supplemental retirement benefits was $108,000 for the six months ended June 30, 2017 and 2016. As of June 30, 2017, the associated accrued liability included in other liabilities in the balance sheet was $3,042,000 compared to $3,073,000 and $3,083,000 at December 31, 2016 and June 30, 2016, respectively.

Post-Retirement Benefit Plans

The Bank sponsors two post-retirement benefit plans. One plan currently provides a subsidy for health insurance premiums to certain retired employees and a future subsidy for seven active employees who were age 50 and over in 1996. These subsidies are based on years of service and range between $40 and $1,200 per month per person. The other plan provides life insurance coverage to certain retired employees and health insurance for retired directors. None of these plans are pre-funded. The Company utilizes FASB ASC Topic 712 to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its balance sheet and to recognize changes in the funded status in the year in which the changes occur through comprehensive income (loss). The following table sets forth the accumulated postretirement benefit obligation and funded status:



	At or for the six months ended June 30,
	2017			2016
Change in benefit obligation
Benefit obligation at beginning of year	$	1,870,000		$	1,967,000
Interest cost	38,000			42,000
Benefits paid	(64,000		)	(60,000		)
Benefit obligation at end of period	$	1,844,000		$	1,949,000
Funded status
Benefit obligation at end of period	$	(1,844,000	)	$	(1,949,000	)
Unamortized loss	102,000			240,000
Accrued benefit cost at end of period	$	(1,742,000	)	$	(1,709,000	)

The following table sets forth the net periodic pension cost:



	For the six months ended June 30,				For the quarter ended June 30,
	2017		2016		2017		2016
Components of net periodic benefit cost
Interest cost	$	38,000	$	42,000	19,000		21,000
Net periodic benefit cost	$	38,000	$	42,000	$	19,000	$	21,000

Page 30

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) are as follows:



	June 30, 2017			December 31, 2016			June 30, 2016
Unamortized net actuarial loss	$	(156,000	)	$	(156,000	)	$	(240,000	)
Deferred tax benefit at 35%	54,000			54,000			84,000
Net unrecognized postretirement benefits included in accumulated other comprehensive income (loss)	$	(102,000	)	$	(102,000	)	$	(156,000	)

A weighted average discount rate of 4.25% was used in determining the accumulated benefit obligation and the net periodic benefit cost. The assumed health care cost trend rate is 7.0%. The measurement date for benefit obligations was as of year-end for prior years presented. The expected benefit payments for all of 2017 are $126,000. Plan expense for 2017 is estimated to be $77,000. A 1% change in trend assumptions would create an approximate change in the same direction of $100,000 in the accumulated benefit obligation, $7,000 in the interest cost and $1,000 in the service cost.

Note 9 - Other Comprehensive Income (Loss)

The following table summarizes activity in the unrealized gain or loss on available for sale securities included in other comprehensive income (loss) for the six months and quarters ended June 30, 2017 and 2016.



	For the six months ended June 30,						For the quarter ended June 30,
	2017			2016			2017			2016
Balance at beginning of period	$	(935,000	)	$	1,123,000		$	(934,000	)	$	2,975,000
Unrealized gains arising during the period	541,000			4,957,000			536,000			1,570,000
Reclassification of realized (gains) losses during the period	(3,000		)	(531,000		)	—			5,000
Related deferred taxes	(188,000		)	(1,549,000		)	(187,000		)	(550,000		)
Net change	350,000			2,877,000			349,000			1,025,000
Balance at end of period	$	(585,000	)	$	4,000,000		$	(585,000	)	$	4,000,000

The reclassification of realized (gains) losses is included in the net securities gains (losses) line of the consolidated statements of income and comprehensive income and the tax effect is included in the income tax expense line of the same statement.

The following table summarizes activity in the unrealized loss on securities transferred from available for sale to held to maturity included in other comprehensive income (loss) for the six months and quarters ended June 30, 2017 and 2016.



	For the six months ended June 30,						For the quarter ended June 30,
	2017			2016			2017			2016
Balance at beginning of period	$	(129,000	)	$	(112,000	)	$	(133,000	)	$	(123,000	)
Amortization of net unrealized losses	(12,000		)	(32,000		)	(6,000		)	(15,000		)
Related deferred taxes	4,000			11,000			2,000			5,000
Net change	(8,000		)	(21,000		)	(4,000		)	(10,000		)
Balance at end of period	$	(137,000	)	$	(133,000	)	$	(137,000	)	$	(133,000	)

Page 31

The following table presents the effect of the Company's derivative financial instruments included in other comprehensive income (loss) for the six months and quarters ended June 30, 2017 and 2016.



	For the six months ended June 30,						For the quarter ended June 30,
	2017			2016			2017			2016
Balance at beginning of period	$	1,163,000		$	—		$	1,226,000		$	—
Unrealized losses on cash flow hedging derivatives arising during the period	(167,000		)	(208,000		)	(263,000		)	(208,000		)
Related deferred taxes	59,000			73,000			92,000			73,000
Net change	(108,000		)	(135,000		)	(171,000		)	(135,000		)
Balance at end of period	$	1,055,000		$	(135,000	)	$	1,055,000		$	(135,000	)

The following table summarizes activity in the unrealized gain or loss on postretirement benefits included in other comprehensive income (loss) for the six months and quarters ended June 30, 2017 and 2016.



	For the six months ended June 30,						For the quarter ended June 30,
	2017			2016			2017			2016
Unrecognized postretirement benefits at beginning of period	$	(102,000	)	$	(156,000	)	$	(102,000	)	$	(156,000	)
Amortization of unrecognized transition obligation	—			—			—			—
Change in unamortized net actuarial gain (loss)	—			—			—			—
Related deferred taxes	—			—			—			—
Unrecognized postretirement benefits at end of period	$	(102,000	)	$	(156,000	)	$	(102,000	)	$	(156,000	)

Page 32

Note 10 - Financial Derivative Instruments

The Company recognizes its derivative instruments in the consolidated balance sheet at fair value. On the date the derivative instrument is entered into, the Company designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The Company formally documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss. Any ineffective portion is recorded in earnings. The Company discontinues hedge accounting when it is determined that the derivative is no longer highly effective in offsetting changes of the hedged risk on the hedged item, or management determines that the designation of the derivative as a hedging instrument is no longer appropriate.

In 2016, interest rate swaps were contracted to limit the Company’s exposure to rising interest rates on short-term liabilities indexed to one-month London Inter-bank Offered Rates (LIBOR). The interest rate swaps were designated as cash flow hedges.

The details of the interest rate swap agreements are as follows:



							As of June 30, 2017
							2017		2016
Notional Amount		Effective Date	Maturity Date	Variable Index Received	Fixed Rate Paid		Fair Value⁽¹⁾		Fair Value⁽¹⁾
$	30,000,000	June 28, 2016	June 28, 2021	1-Month USD LIBOR	0.940	%	$	952,000	$	(153,000	)
$	20,000,000	June 27, 2016	June 27, 2021	1-Month USD LIBOR	0.893	%	$	671,000	(55,000		)
$	50,000,000						$	1,623,000	$	(208,000	)

⁽¹⁾ Presented within other assets (liabilities) in the consolidated balance sheet.

The Company would reclassify unrealized gains or losses accounted for within accumulated other comprehensive income (loss) into earnings if the interest rate swaps were to become ineffective or the swaps were to terminate. In the next 12 months, the Company does not believe it will be required to reclassify any unrealized gains or losses accounted for within accumulated other comprehensive income (loss) into earnings as a result of ineffectiveness or swap termination. Amounts paid or received under the swaps are reported in interest expense in the statement of income, and in interest paid in the statement of cash flows.

Note 11 – Mortgage Servicing Rights

FASB ASC Topic 860 "Transfers and Servicing" requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. The Company's servicing assets and servicing liabilities are reported using the amortization method and carried at the lower of amortized cost or fair value by strata. In evaluating the carrying values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans. The model utilizes several assumptions, the most significant of which is loan prepayments, calculated using a three-months moving average of weekly prepayment data published by the Public Securities Association (PSA) and modeled against the serviced loan portfolio, and the discount rate to discount future cash flows. As of June 30, 2017, the prepayment assumption using the PSA model was 201, which translates into an anticipated prepayment rate of 12.04%. The discount rate is the quarterly average 10 year U.S. Treasury plus 5.00%. Other assumptions include delinquency rates, foreclosure rates, servicing cost inflation, and annual unit loan cost. All assumptions are adjusted periodically to reflect current circumstances. Amortization of mortgage servicing rights, as well as write-offs due to prepayments of the related mortgage loans, are recorded as a charge against mortgage servicing fee income.

For the six months ended June 30, 2017 and 2016, servicing rights capitalized totaled $339,000 and $173,000, respectively. Servicing rights amortized for the six-month periods ended June 30, 2017 and 2016, were $274,000 and $212,000 respectively. The fair value of servicing rights was $1,888,000, $1,696,000 and $1,489,000 at June 30, 2017, December 31, 2016 and

Page 33

June 30, 2016, respectively. The Bank serviced loans for others totaling $252,152,000, $250,083,000 and $229,924,000 at June 30, 2017, December 31, 2016, and June 30, 2016, respectively.

Mortgage servicing rights are included in other assets and detailed in the following table:



	June 30, 2017			December 31, 2016			June 30, 2016
Mortgage servicing rights	$	5,199,000		$	5,901,000		$	5,520,000
Accumulated amortization	(4,072,000		)	(4,680,000		)	(4,433,000		)
Impairment reserve	(18,000		)	(108,000		)	(139,000		)
	$	1,109,000		$	1,113,000		$	948,000

Note 12 – Income Taxes

FASB ASC Topic 740 "Income Taxes" defines the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company's financial statements. Topic 740 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The Company is currently open to audit under the statute of limitations by the IRS for the years ended December 31, 2014 through 2016.

Note 13 - Certificates of Deposit

The following table represents the breakdown of certificates of deposit at June 30, 2017 and 2016, and at December 31, 2016:



	June 30, 2017		December 31, 2016		June 30, 2016
Certificates of deposit < $100,000	$	270,875,000	$	195,115,000	$	237,382,000
Certificates $100,000 to $250,000	212,063,000		240,904,000		199,599,000
Certificates $250,000 and over	44,556,000		40,601,000		42,568,000
	$	527,494,000	$	476,620,000	$	479,549,000

Note 14 – Reclassifications

Certain items from the prior year were reclassified in the financial statements to conform with the current year presentation. These do not have a material impact on the consolidated balance sheet or statement of income and comprehensive income presentations.

Note 15 – Fair Value

Certain assets and liabilities are recorded at fair value to provide additional insight into the Company's quality of earnings. Some of these assets and liabilities are measured on a recurring basis while others are measured on a nonrecurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available for sale are recorded at fair value on a recurring basis. Other assets, such as, other real estate owned and impaired loans, are recorded at fair value on a nonrecurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with level 1 considered highest and level 3 considered lowest). A brief description of each level follows.

Level 1 - Valuation is based upon quoted prices for identical instruments in active markets.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation includes use of discounted cash flow models and similar techniques.

The fair value methods and assumptions for the Company's financial instruments and other assets measured at fair value are set forth below.

Page 34

Cash, Cash Equivalents and Interest-Bearing Deposits in Other Banks

The carrying values of cash equivalents, due from banks and federal funds sold approximate their relative fair values. As such, the Company classifies these financial instruments as Level 1.

Investment Securities

The fair values of investment securities are estimated by independent providers using a market approach with observable inputs, including matrix pricing and recent transactions. In obtaining such valuation information from third parties, the Company has evaluated their valuation methodologies used to develop the fair values in order to determine whether the valuations are representative of an exit price in the Company's principal markets. The Company's principal markets for its securities portfolios are the secondary institutional markets, with an exit price that is predominantly reflective of bid level pricing in those markets. Fair values are calculated based on the value of one unit without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications, or estimated transaction costs. If these considerations had been incorporated into the fair value estimates, the aggregate fair value could have been changed. The carrying values of restricted equity securities approximate fair values. As such, the Company classifies investment securities as Level 2.

Loans Held for Sale

Loans held for sale are recorded at the lower of aggregate carrying value or fair value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as Level 2.

Loans

Fair values are estimated for portfolios of loans with similar financial characteristics. The fair values of performing loans are calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest risk inherent in the loan. The estimates of maturity are based on the Company's historical experience with repayments for each loan classification, modified, as required, by an estimate of the effect of current economic and lending conditions, and the effects of estimated prepayments. Assumptions regarding credit risk, cash flows, and discount rates are judgmentally determined using available market information and specific borrower information. Management has made estimates of fair value using discount rates that it believes to be reasonable. However, because there is no market for many of these financial instruments, Management has no basis to determine whether the fair value presented above would be indicative of the value negotiated in an actual sale. As such, the Company classifies loans as Level 3, except for certain collateral-dependent impaired loans. Fair values of impaired loans are based on estimated cash flows and are discounted using a rate commensurate with the risk associated with the estimated cash flows, or if collateral dependent, discounted to the appraised value of the collateral as determined by reference to sale prices of similar properties, less costs to sell. As such, the Company classifies collateral dependent impaired loans for which a specific reserve results in a fair value measure as Level 2. All other impaired loans are classified as Level 3.

Other Real Estate Owned

Real estate acquired through foreclosure is initially recorded at fair value. The fair value of other real estate owned is based on property appraisals and an analysis of similar properties currently available. As such, the Company records other real estate owned as nonrecurring Level 2.

Mortgage Servicing Rights

Mortgage servicing rights represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method and compared to fair value for impairment. In evaluating the fair values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans. As such, the Company classifies mortgage servicing rights as Level 2.

Accrued Interest Receivable

The fair value estimate of this financial instrument approximates the carrying value as this financial instrument has a short maturity. It is the Company's policy to stop accruing interest on loans for which it is probable that the interest is not collectible. Therefore, this financial instrument has been adjusted for estimated credit loss. As such, the Company classifies accrued interest receivable as Level 2.

Deposits

The fair value of deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. As such, the Company classifies deposits as Level 2.

Page 35

The fair value estimates do not include the benefit that results from the low-cost funding provided by the deposits compared to the cost of borrowing funds in the market. If that value were considered, the fair value of the Company's net assets could increase.

Borrowed Funds

The fair value of borrowed funds is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently available for borrowings of similar remaining maturities. As such, the Company classifies borrowed funds 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 by the Company and its counterparties. As of June 30, 2017, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives due to collateral postings.

Accrued Interest Payable

The fair value estimate approximates the carrying amount as this financial instrument has a short maturity. The Company classifies accrued interest payable as Level 2.

Off-Balance-Sheet Instruments

Off-balance-sheet instruments include loan commitments. Fair values for loan commitments have not been presented as the future revenue derived from such financial instruments is not significant.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These values do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on Management's judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial instruments include the deferred tax asset, premises and equipment, and other real estate owned. In addition, tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the balances of assets and that were measured at fair value on a recurring basis as of June 30, 2017, December 31, 2016 and June 30, 2016.



	At June 30, 2017
	Level 1		Level 2		Level 3		Total
Securities available for sale
Mortgage-backed securities	$	—	$	288,991,000	$	—	$	288,991,000
State and political subdivisions	—		15,828,000		—		15,828,000
Other equity securities	—		3,327,000		—		3,327,000
Total securities available for sale	—		308,146,000		—		308,146,000
Interest rate swap agreements	—		1,623,000		—		1,623,000
Total assets	$	—	$	309,769,000	$	—	$	309,769,000

Page 36



	At December 31, 2016
	Level 1		Level 2		Level 3		Total
Securities available for sale
Mortgage-backed securities	$	—	$	280,604,000	$	—	$	280,604,000
State and political subdivisions	—		16,482,000		—		16,482,000
Other equity securities	—		3,330,000		—		3,330,000
Total securities available for sale	$	—	$	300,416,000	$	—	$	300,416,000
Interest rate swap agreements	$	—	$	1,790,000	$	—	$	1,790,000
Total assets	$	—	$	302,206,000	$	—	$	302,206,000



	At June 30, 2016
	Level 1		Level 2		Level 3		Total
Securities available for sale
U.S. Treasury and agency	$	—	$	522,000	$	—	$	522,000
Mortgage-backed securities	—		219,353,000		—		219,353,000
State and political subdivisions	—		18,415,000		—		18,415,000
Other equity securities	—		3,037,000		—		3,037,000
Total assets	$	—	$	241,327,000	$	—	$	241,327,000



	At June 30, 2016
	Level 1		Level 2		Level 3		Total
Interest rate swap agreements	$	—	$	208,000	$	—	$	208,000
Total liabilities	$	—	$	208,000	$	—	$	208,000

Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis

The following tables include assets measured at fair value on a nonrecurring basis that have had a fair value adjustment since their initial recognition. Other real estate owned is presented net of an allowance of $39,000, $205,000 and $115,000 at June 30, 2017, December 31, 2016, and June 30, 2016, respectively. Only collateral-dependent impaired loans with a related specific allowance for loan losses or a partial charge off are included in impaired loans for purposes of fair value disclosures. Impaired loans below are presented net of specific allowances of $202,000, $478,000 and $567,000 at June 30, 2017, December 31, 2016, and June 30, 2016, respectively.



	At June 30, 2017
	Level 1		Level 2		Level 3		Total
Other real estate owned	$	—	$	324,000	$	—	$	324,000
Impaired loans	—		269,000		—		269,000
Total assets	$	—	$	593,000	$	—	$	593,000



	At December 31, 2016
	Level 1		Level 2		Level 3		Total
Other real estate owned	$	—	$	375,000	$	—	$	375,000
Impaired loans	—		827,000		—		827,000
Total assets	$	—	$	1,202,000	$	—	$	1,202,000

Page 37



	At June 30, 2016
	Level 1		Level 2		Level 3		Total
Other real estate owned	$	—	$	1,129,000	$	—	$	1,129,000
Impaired loans	—		1,889,000		—		1,889,000
Total assets	$	—	$	3,018,000	$	—	$	3,018,000

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Fair Value of Financial Instruments

FASB ASC Topic 825 "Financial Instruments" requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The carrying amount and estimated fair values for financial instruments as of June 30, 2017 were as follows:



	Carrying value		Estimated fair value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	20,189,000	$	20,189,000	$	20,189,000	$	—	$	—
Interest bearing deposits in other banks	3,820,000		3,820,000		3,820,000		—		—
Securities available for sale	308,146,000		308,146,000		—		308,146,000		—
Securities to be held to maturity	244,123,000		246,238,000		—		246,238,000		—
Restricted equity securities	12,311,000		12,311,000		—		12,311,000		—
Loans held for sale	865,000		865,000		—		865,000		—
Loans (net of allowance for loan losses)
Commercial
Real estate	301,722,000		295,339,000		—		—		295,339,000
Construction	32,989,000		32,291,000		—		—		32,291,000
Other	171,099,000		169,509,000		—		33,000		169,476,000
Municipal	28,672,000		28,902,000		—		—		28,902,000
Residential
Term	425,985,000		428,556,000		—		236,000		428,320,000
Construction	15,025,000		14,983,000		—		—		14,983,000
Home equity line of credit	109,516,000		107,855,000		—		—		107,855,000
Consumer	25,046,000		24,654,000		—		—		24,654,000
Total loans	1,110,054,000		1,102,089,000		—		269,000		1,101,820,000
Mortgage servicing rights	1,109,000		1,888,000		—		1,888,000		—
Interest rate swap agreements	1,623,000		1,623,000		—		1,623,000		—
Accrued interest receivable	7,192,000		7,192,000		—		7,192,000		—
Financial liabilities
Demand deposits	$	180,298,000	$	174,958,000	$	—	$	174,958,000	$	—
NOW deposits	250,316,000		234,049,000		—		234,049,000		—
Money market deposits	134,760,000		126,402,000		—		126,402,000		—
Savings deposits	226,391,000		200,712,000		—		200,712,000		—
Local certificates of deposit	217,495,000		217,021,000		—		217,021,000		—
National certificates of deposit	309,999,000		309,853,000		—		309,853,000		—
Total deposits	1,319,259,000		1,262,995,000		—		1,262,995,000		—
Repurchase agreements	67,154,000		64,852,000		—		64,852,000		—
Federal Home Loan Bank advances	215,123,000		214,893,000		—		214,893,000		—
Total borrowed funds	282,277,000		279,745,000		—		279,745,000		—
Accrued interest payable	603,000		603,000		—		603,000		—

Page 39

The carrying amounts and estimated fair values for financial instruments as of December 31, 2016 were as follows:



	Carrying value		Estimated fair value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	17,366,000	$	17,366,000	$	17,366,000	$	—	$	—
Interest bearing deposits in other banks	293,000		293,000		293,000		—		—
Securities available for sale	300,416,000		300,416,000		—		300,416,000		—
Securities to be held to maturity	226,828,000		225,537,000		—		225,537,000		—
Restricted equity securities	11,930,000		11,930,000		—		11,930,000		—
Loans held for sale	782,000		782,000		—		782,000		—
Loans (net of allowance for loan losses)
Commercial
Real estate	297,952,000		293,103,000		—		558,000		292,545,000
Construction	24,954,000		24,548,000		—		—		24,548,000
Other	148,737,000		147,394,000		—		33,000		147,361,000
Municipal	27,035,000		27,446,000		—		—		27,446,000
Residential
Term	409,999,000		410,327,000		—		236,000		410,091,000
Construction	18,253,000		18,125,000		—		—		18,125,000
Home equity line of credit	109,986,000		108,740,000		—		—		108,740,000
Consumer	24,472,000		24,131,000		—		—		24,131,000
Total loans	1,061,388,000		1,053,814,000		—		827,000		1,052,987,000
Mortgage servicing rights	1,113,000		1,696,000		—		1,696,000		—
Interest rate swap agreements	1,790,000		1,790,000		—		1,790,000		—
Accrued interest receivable	5,532,000		5,532,000		—		5,532,000		—
Financial liabilities
Demand deposits	$	140,482,000	$	133,342,000	$	—	$	133,342,000	$	—
NOW deposits	282,971,000		259,418,000		—		259,418,000		—
Money market deposits	125,544,000		115,087,000		—		115,087,000		—
Savings deposits	217,340,000		188,260,000		—		188,260,000		—
Local certificates of deposit	210,316,000		209,370,000		—		209,370,000		—
National certificates of deposit	266,304,000		266,372,000		—		266,372,000		—
Total deposits	1,242,957,000		1,171,849,000		—		1,171,849,000		—
Repurchase agreements	84,174,000		79,827,000		—		79,827,000		—
Federal Home Loan Bank advances	194,727,000		193,733,000		—		193,733,000		—
Total borrowed funds	278,901,000		273,560,000		—		273,560,000		—
Accrued interest payable	479,000		479,000		—		479,000		—

Page 40

The carrying amount and estimated fair values for financial instruments as of June 30, 2016 were as follows:



	Carrying value		Estimated fair value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	20,838,000	$	20,838,000	$	20,838,000	$	—	$	—
Interest bearing deposits in other banks	7,568,000		7,568,000		7,568,000		—		—
Securities available for sale	241,327,000		241,327,000		—		241,327,000		—
Securities to be held to maturity	216,272,000		225,200,000		—		225,200,000		—
Restricted equity securities	14,441,000		14,441,000		—		14,441,000		—
Loans held for sale	1,553,000		1,553,000		—		1,553,000		—
Loans (net of allowance for loan losses)
Commercial
Real estate	298,822,000		294,749,000		—		544,000		294,205,000
Construction	18,078,000		17,832,000		—		—		17,832,000
Other	134,632,000		134,567,000		—		348,000		134,219,000
Municipal	25,512,000		26,833,000		—		—		26,833,000
Residential
Term	401,911,000		410,502,000		—		933,000		409,569,000
Construction	13,364,000		13,289,000		—		—		13,289,000
Home equity line of credit	111,537,000		110,635,000		—		—		110,635,000
Consumer	24,159,000		24,126,000		—		64,000		24,062,000
Total loans	1,028,015,000		1,032,533,000		—		1,889,000		1,030,644,000
Mortgage servicing rights	948,000		1,489,000		—		1,489,000		—
Accrued interest receivable	6,372,000		6,372,000		—		6,372,000		—
Financial liabilities
Demand deposits	$	130,168,000	$	134,043,000	$	—	$	134,043,000	$	—
NOW deposits	254,136,000		253,251,000		—		253,251,000		—
Money market deposits	73,030,000		68,204,000		—		68,204,000		—
Savings deposits	208,826,000		196,812,000		—		196,812,000		—
Local certificates of deposit	211,006,000		213,726,000		—		213,726,000		—
National certificates of deposit	268,543,000		268,873,000		—		268,873,000		—
Total deposits	1,145,709,000		1,134,909,000		—		1,134,909,000		—
Repurchase agreements	82,965,000		81,775,000		—		81,775,000		—
Federal Home Loan Bank advances	200,130,000		202,184,000		—		202,184,000		—
Total borrowed funds	283,095,000		283,959,000		—		283,959,000		—
Interest rate swap agreements	208,000		208,000				208,000
Accrued interest payable	499,000		499,000		—		499,000		—

Note 16 – Impact of Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2014-09, Revenue from Contracts with Customers, in 2014 to replace the current plethora of industry-specific rules with a broad, principles-based framework for recognizing and measuring revenue. Due to the complexity of the new pronouncement and the anticipated effort required by entities in many industries to implement ASU No. 2014-09, FASB delayed the effective date. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance to annual reporting periods beginning after December 15, 2017, and all other entities should apply the guidance to annual reporting periods beginning after December 15, 2018. FASB formed a Transition Resource Group to assist it in identifying implementation issues that may require further clarification or amendment to ASU No. 2014-09. As a result of that group’s deliberations, FASB has issued the following amendments, which will be effective concurrently with ASU No. 2014-09: ASU No. 2016-08, Principal versus Agent Considerations, which clarifies whether an entity should record the gross amount of revenue or only its ultimate share when a third

Page 41

party is also involved in providing goods or services to a customer; ASU No. 2016-10, Identifying Performance Obligations and Licensing, which clarifies and simplifies the process for determining whether performance obligations to a customer should be segregated and accounted for individually, and clarifies how the new revenue rules apply to licenses of intellectual property; and ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients, which clarifies and simplifies the process of assessing collectability of consideration under a contract, presentation of sales taxes, accounting for noncash consideration received, and certain transitional issues. Since the guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other U.S. GAAP, the Company does not expect the new guidance to have a material impact on revenue most closely associated with financial instruments, including interest income and expense. The Company is currently performing an overall assessment of revenue streams and reviewing contracts potentially affected by the ASU including trust and asset management fees, deposit related fees, interchange fees, and merchant income, to determine the potential impact the new guidance is expected to have on the Company’s Consolidated Financial Statements. In addition, the Company continues to follow certain implementation issues relevant to the banking industry which are still pending resolution. The Company plans to adopt ASU No. 2014-09 on January 1, 2018 utilizing the modified retrospective approach.

In January 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU was issued to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This ASU changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting. The ASU also changes certain disclosure requirements and other aspects of U.S. GAAP, including a requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management does not expect the ASU will not have a material effect on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Management is reviewing the guidance in the ASU to determine whether it will have a material effect on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. The guidance also eliminates the requirement that excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance will also require an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows (current guidance did not specify how these cash flows should be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated on the date the award is granted, or recognized when they occur. ASU No. 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. The adoption of the ASU did not have a material effect on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses. The new guidance, which is referred to as the current expected credit loss model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses. A modified version of these requirements also applies to debt securities classified as available for sale. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within such years. The Company is currently evaluating the impact of the adoption of the ASU on its consolidated financial statements, but does not anticipate any material impact at this time. The Bank has formed an implementation committee for ASU 2016-13. To date, committee members have participated in educational seminars on the new standards, begun the process of identifying the historical data sets that will be necessary to implement the new standard, and researched third-party vendors who provide software solutions for ASU 2016-13 modeling and calculation.

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

In March 2017, the FASB issued ASU No. 2017-08, Premium Amortization on Purchased Callable Debt Securities. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. The ASU is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Management is reviewing the guidance in the ASU to determine whether it will have a material effect on the Company's consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification. The ASU was issued to provide clarity and reduce both 1) diversity in practice and 2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a shared-based payment award. The ASU include guidance on determining which changes to the terms and conditions of share-based payment awards require and entity to apply modification accounting under Topic 718. The ASU is effective for the annual period, and interim periods within the annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The ASU should be applied prospectively to an award modified on or after the adoption date. The ASU will not have a material effect on the Company's consolidated financial statements.

Page 43

Item 2 – Management's Discussion and Analysis of Financial Condition
and Results of Operations

The First Bancorp, Inc. and Subsidiary

Forward-Looking Statements

This report contains statements that are "forward-looking statements." We may also make written or oral forward-looking statements in other documents we file with the Securities and Exchange Commission ("SEC"), in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "assume," "outlook," "will," "should," and other expressions that predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, 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.

Some of the factors that might cause these differences include the following: changes in general national, regional or international economic conditions or conditions affecting the banking or financial services industries or financial capital markets, volatility and disruption in national and international financial markets, government intervention in the U.S. financial system, reductions in net interest income resulting from interest rate volatility as well as changes in the balance and mix of loans and deposits, reductions in the market value of wealth management assets under administration, changes in the value of securities and other assets, reductions in loan demand, changes in loan collectability, default and charge-off rates, changes in the size and nature of the Company's competition, changes in legislation or regulation and accounting principles, policies and guidelines, and changes in the assumptions used in making such forward-looking statements. In addition, the factors described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC, may result in these differences. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this quarterly report, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by the Company, which attempt to advise interested parties of the facts that affect the Company's business.

Critical Accounting Policies

Management's discussion and analysis of the Company's financial condition is based on the consolidated financial statements which are prepared in accordance with GAAP. The preparation of such financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, Management evaluates its estimates, including those related to the allowance for loan losses, goodwill, the valuation of mortgage servicing rights, and other-than-temporary impairment on securities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis in making judgments about the carrying values of assets that are not readily apparent from other sources. Actual results could differ from the amount derived from Management's estimates and assumptions under different assumptions or conditions.

Allowance for Loan Losses. Management believes the allowance for loan losses requires the most significant estimates and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is based on Management's evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. Management believes the allowance for loan losses is a significant estimate and therefore regularly evaluates it to determine the appropriate level by taking into consideration factors such as prior loan loss experience, the character and size of the loan portfolio, business and economic conditions and Management's estimation of potential losses. The use of different estimates or assumptions could produce different provisions for loan losses.

Goodwill. Management utilizes numerous techniques to estimate the value of various assets held by the Company, including methods to determine the appropriate carrying value of goodwill as required under FASB ASC Topic 350 "Intangibles – Goodwill and Other." In addition, goodwill from a purchase acquisition is subject to ongoing periodic impairment tests, which include an evaluation of the ongoing assets, liabilities and revenues from the acquisition and an estimation of the impact of business conditions.

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Mortgage Servicing Rights. The valuation of mortgage servicing rights is a critical accounting policy which requires significant estimates and assumptions. The Bank often sells mortgage loans it originates and retains the ongoing servicing of such loans, receiving a fee for these services, generally 0.25% of the outstanding balance of the loan per annum. Mortgage servicing rights are recognized at fair value when they are acquired through the sale of loans, and are reported in other assets. They are amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. The rights are subsequently carried at the lower of amortized cost or fair value. Management uses an independent firm which specializes in the valuation of mortgage servicing rights to determine the fair value which is recorded on the balance sheet. The most important assumption is the anticipated loan prepayment rate, and increases in prepayment speed results in lower valuations of mortgage servicing rights. The valuation also includes an evaluation for impairment based upon the fair value of the rights, which can vary depending upon current interest rates and prepayment expectations, as compared to amortized cost. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. The use of different assumptions could produce a different valuation. All of the assumptions are based on standards the Company believes would be utilized by market participants in valuing mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources.

Other-Than-Temporary Impairment on Securities. One of the significant estimates related to investment securities is the evaluation of other-than-temporary impairments. The evaluation of securities for other-than-temporary impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer's financial condition and/or future prospects, the effects of changes in interest rates or credit spreads and the expected recovery period of unrealized losses. Securities that are in an unrealized loss position are reviewed at least quarterly to determine if other-than-temporary impairment is present based on certain quantitative and qualitative factors and measures. The primary factors considered in evaluating whether a decline in value of securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, (d) the volatility of the securities' market price, (e) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery, which may be at maturity and (f) any other information and observable data considered relevant in determining whether other-than-temporary impairment has occurred, including the expectation of receipt of all principal and interest when due.

Derivative Financial Instruments Designated as Hedges. The Company recognizes all derivatives in the consolidated balance sheets at fair value. On the date the Company enters into the derivative contract, the Company designates the derivative as a hedge of either a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), or a held for trading instrument (“trading instrument”). The Company formally documents relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are effective in offsetting changes in cash flows or fair values of hedged items. Changes in fair value of a derivative that is effective and that qualifies as a cash flow hedge are recorded in other comprehensive income (loss) and are reclassified into earnings when the forecasted transaction or related cash flows affect earnings. Changes in fair value of a derivative that qualifies as a fair value hedge and the change in fair value of the hedged item are both recorded in earnings and offset each other when the transaction is effective. Those derivatives that are classified as trading instruments are recorded at fair value with changes in fair value recorded in earnings. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, that it is unlikely that the forecasted transaction will occur, or that the designation of the derivative as a hedging instrument is no longer appropriate.

Use of Non-GAAP Financial Measures

Certain information in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Report contains financial information determined by methods other than in accordance with GAAP. Management uses these "non-GAAP" measures in its analysis of the Company's performance and believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant gains and charges in the current period. The Company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. Management believes that investors may use these non-GAAP financial measures to analyze financial performance without 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 operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

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In several places net interest income is presented on a fully taxable-equivalent basis. Specifically included in interest income was tax-exempt interest income from certain investment securities and loans. An amount equal to the tax benefit derived from this tax exempt income has been added back to the interest income total which, as adjusted, increased net interest income accordingly. Management believes the disclosure of tax-equivalent net interest income information improves the clarity of financial analysis, and is particularly useful to investors in understanding and evaluating the changes and trends in the Company's results of operations. Other financial institutions commonly present net interest income on a tax-equivalent basis. This adjustment is considered helpful in the comparison of one financial institution's net interest income to that of another, as each will have a different proportion of tax-exempt interest from its earning assets. Moreover, net interest income is a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, other financial institutions generally use tax-equivalent net interest income to provide a better basis of comparison from institution to institution. The Company follows these practices. The following table provides a reconciliation of tax-equivalent financial information to the Company's consolidated financial statements prepared in accordance with GAAP. A 35.0% tax rate was used in both 2017 and 2016.



	For the six months ended June 30,				For the quarter ended June 30,
Dollars in thousands	2017		2016		2017		2016
Net interest income as presented	$	23,141	$	21,680	$	11,665	$	10,951
Effect of tax-exempt income	1,951		1,506		1,004		759
Net interest income, tax equivalent	$	25,092	$	23,186	$	12,669	$	11,710

The Company presents its efficiency ratio using non-GAAP information which is most commonly used by financial institutions. The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income from the Consolidated Statements of Income and Comprehensive Income (Loss). The non-GAAP efficiency ratio excludes securities losses and other-than-temporary impairment charges from noninterest expenses, excludes securities gains from noninterest income, and adds the tax-equivalent adjustment to net interest income. The following table provides a reconciliation between the GAAP and non-GAAP efficiency ratio:



	For the six months ended June 30,						For the quarter ended June 30,
Dollars in thousands	2017			2016			2017			2016
Non-interest expense, as presented	$	15,338		$	14,445		$	7,640		$	7,245
Net interest income, as presented	23,141			21,680			11,665			10,951
Effect of tax-exempt income	1,951			1,506			1,004			759
Non-interest income, as presented	5,845			5,970			3,002			3,006
Effect of non-interest tax-exempt income	165			178			83			89
Net securities (gains) losses	(3		)	(531		)	—			5
Adjusted net interest income plus non-interest income	$	31,099		$	28,803		$	15,754		$	14,810
Non-GAAP efficiency ratio	49.32		%	50.15		%	48.50		%	48.92		%
GAAP efficiency ratio	52.92		%	52.24		%	52.09		%	51.91		%

The Company presents certain information based upon average tangible shareholders' common equity instead of total average shareholders' equity. The difference between these measures is the Company's intangible assets, specifically goodwill from prior acquisitions. Management, banking regulators and many stock analysts use the tangible common equity ratio and the tangible book value per common share in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically stemming from the use of the purchase accounting method in accounting for mergers and acquisitions.

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The following table provides a reconciliation of average tangible shareholders' common equity to the Company's consolidated financial statements, which have been prepared in accordance with GAAP:



	For the six months ended June 30,						For the quarter ended June 30,
Dollars in thousands	2017			2016			2017			2016
Average shareholders' equity as presented	$	177,122		$	172,950		$	178,628		$	174,346
Less average intangible assets	(30,055		)	(30,098		)	(30,060		)	(30,085		)
Average tangible shareholders' common equity	$	147,067		$	142,852		$	148,568		$	144,261

Executive Summary

Net income for the six months ended June 30, 2017 was $9.5 million, up $393,000 or 4.3% from the same period in 2016. Earnings per common share on a fully diluted basis were $0.88 for the six months ended June 30, 2017, up $0.04 or 4.8% from the $0.84 posted for the same period in 2016. For the quarter ended June 30, 2017, net income was $4.9 million, up $259,000 or 5.6% from the same period in 2016. Earnings per common share on a fully diluted basis were $0.45 for the quarter ended June 30, 2017, up $0.02 or 4.7% from the $0.43 posted in 2016. Compared to the previous quarter, net income was up $246,000 or 5.3% and earnings per common share on a fully diluted basis were up $0.02 or 4.7%.

This was the best quarter in the Company's history with net income up $246,000 from the prior record reported for the first quarter of the year. The primary contributor to the Company's increased earnings continues to be growth in earning assets. Strong growth in the loan and investment portfolios during the quarter and over the past year led directly to increased net interest income and, in turn, to record quarterly net income. We increased our quarterly dividend by one cent, to 24 cents per share, in the second quarter and we continue to pay out more than half of our net income to our shareholders in the form of cash dividends.

Net interest income on a tax-equivalent basis was up $1.9 million or 8.2% in the six months ended June 30, 2017 compared to the same period in 2016, with all of the increase attributable to primarily growth in earning assets, which fully offset our net interest margin slipping to 3.04% in 2017 versus 3.14% in 2016, which was the result of higher funding costs. For the quarter ended June 30, 2017, net interest income on a tax-equivalent basis increased $959,000 or 8.2% compared to the same period in 2016. Compared to the previous quarter, net interest income on a tax-equivalent basis was up $247,000 or 2.0%.

Non-interest income for the six months ended June 30, 2017 was $125,000 or 2.1% lower than in the six months ended June 30, 2016, due to a lower level of gains from sale of securities. This was partly offset, however, by a $286,000 increase in other operating income. Non-interest expense for the six months ended June 30, 2017 was $893,000 or 6.2% higher than in the same period in 2016, primarily due to higher employee costs and increased furniture and equipment expense.

Credit quality remains strong. Non-performing assets stood at 0.44% of total assets as of June 30, 2017 - improved from both the 0.47% level of non-performing assets as of June 30, 2016 and 0.48% as of December 31, 2016. Total past-due loans were 0.87% of total loans as of June 30, 2017, down from both the 1.18% of total loans as of December 31, 2016 and 1.04% as of June 30, 2016.

The provision for loan losses for the first six months of 2017 was $1.0 million, $250,000 or 33.3% higher than in the same period in 2016. Net loan chargeoffs for the six months ended June 30, 2017 were $527,000 or 0.09% of average loans on an annualized basis. This was up $59,000 from net chargeoffs of $468,000 or 0.09% of average loans on an annualized basis for the six months ended June 30, 2016. The allowance for loan losses increased $473,000 between December 31, 2016 and June 30, 2017, and is 0.95% of loans outstanding as of June 30, 2017, even with December 31, 2016 and down from 0.98% as of June 30, 2016.

Strong growth has been seen on both sides of the balance sheet in the second quarter and over the past year. Total assets have increased $82.8 million or 4.8% year-to-date. The loan portfolio increased $49.1 million or 4.6% in the six months ended June 30, 2017 and $82.5 million or 7.9% from a year ago. The majority of the loan growth has been in commercial and municipal loans, with modest growth in other loan categories. The investment portfolio has increased $25.4 million year-to-date and increased $92.5 million or 19.6% from a year ago. On the liability side of the balance sheet, low-cost deposits have increased $16.2 million or 2.5% year-to-date and increased $63.9 million or 10.8% over the past year due to significant in-flows of municipal deposits. Local certificates of deposit ("CDs") increased $6.5 million and wholesale CDs increased $41.4 million year-to-date.

Remaining well capitalized remains a top priority for The First Bancorp, Inc. Since December 31, 2008, the Company's total risk-based capital ratio has increased from 11.13% to 15.33%, well above the well-capitalized threshold of 10.0% set by the Federal Deposit Insurance Corporation.

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The Company's operating ratios remain good, with a return on average tangible common equity of 13.05% for the six months ended June 30, 2017 compared to 12.85% for the same period in 2016. Based upon March, 2017 data, our return on average tangible common equity was in the top 19% of all banks in the UBPR peer group, which had an average return on equity of 9.94%. Our efficiency ratio continues to be an important component in our overall performance and stood at 49.32% for the six months ended June 30, 2017 compared to 50.15% for the same period in 2016. This ratio remains well below the UBPR peer group average of 63.73% as of March 31, 2017.

Net Interest Income

Total interest income of $29.5 million for the six months ended June 30, 2017 was an increase of $2.6 million or 9.7% compared to total interest income of $26.9 million for the same period of 2016. Total interest expense of $6.4 million for the six months ended June 30, 2017 was an increase of $1.2 million or 22.2% compared to total interest expense for the six months ended June 30, 2016. As a result, net interest income of $23.1 million for the six months ended June 30, 2017 was an increase of $1.5 million or 6.7% compared to net interest income of $21.7 million for the same period ended June 30, 2016. The Company's net interest margin on a tax-equivalent basis decreased from 3.14% for the six months ended June 30, 2016 to 3.04% for the six months ended June 30, 2017. Tax-exempt interest income amounted to $3.6 million for the six months ended June 30, 2017 and $2.8 million for the same period of 2016.

Total interest income of $15.0 million for the quarter ended June 30, 2017 is a 10.3% increase from total interest income of $13.6 million in the comparable period of 2016. Total interest expense of $3.3 million for the quarter ended June 30, 2017 is a 26.0% increase from total interest expense of $2.6 million for the comparable period of 2016. As a result, net interest income increased 6.5% or $714,000 to $11.7 million for the quarter ended June 30, 2017, from the $11.0 million reported for the same period in 2016. The Company's net interest margin on a tax-equivalent basis decreased from 3.15% for the quarter ended June 30, 2016 to 3.03% for the quarter ended June 30, 2017. Tax-exempt interest income amounted to $1.9 million for the quarters ended June 30, 2017 and and $1.4 million for the same period of 2016.

The following tables present the amount of interest earned or paid, as well as the average yield or rate on an annualized basis, for each major category of assets or liabilities for the six months and quarters ended June 30, 2017 and 2016. Tax-exempt income is calculated on a tax-equivalent basis, using a 35.0% tax rate in 2017 and 2016.



	For the six months ended
	June 30, 2017				June 30, 2016
Dollars in thousands	Amount of interest		Average Yield/Rate		Amount of interest		Average Yield/Rate
Interest on earning assets
Interest-bearing deposits	$	23	0.88	%	$	8	0.52	%
Investments	9,449		3.38	%	8,472		3.61	%
Loans held for sale	12		3.82	%	10		3.85	%
Loans	21,959		4.05	%	19,892		3.96	%
Total interest income	31,443		3.81	%	28,382		3.84	%
Interest expense
Deposits	4,296		0.76	%	2,844		0.59	%
Other borrowings	2,056		1.65	%	2,352		1.51	%
Total interest expense	6,352		0.92	%	5,196		0.82	%
Net interest income	$	25,091			$	23,186
Interest rate spread			2.89	%			3.02	%
Net interest margin			3.04	%			3.14	%

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	For the quarters ended
	June 30, 2017				June 30, 2016
Dollars in thousands	Amount of interest		Average Yield/Rate		Amount of interest		Average Yield/Rate
Interest on earning assets
Interest-bearing deposits	$	8	1.08	%	$	5	0.52	%
Investments	4,779		3.38	%	4,266		3.64	%
Loans held for sale	7		3.86	%	7		3.90	%
Loans	11,212		4.07	%	10,081		3.97	%
Total interest-earning assets	16,006		3.83	%	14,359		3.86	%
Interest expense
Deposits	2,302		0.80	%	1,491		0.60	%
Other borrowings	1,035		1.65	%	1,158		1.58	%
Total interest expense	3,337		0.95	%	2,649		0.83	%
Net interest income	$	12,669			$	11,710
Interest rate spread			2.88	%			3.03	%
Net interest margin			3.03	%			3.15	%

The following tables present changes in interest income and expense attributable to changes in interest rates and volume for interest-earning assets and liabilities for the six months and quarters ended June 30, 2017 compared to 2016. Tax-exempt income is calculated on a tax-equivalent basis, using a 35.0% tax rate in 2017 and 2016.



For the six months ended June 30, 2017 compared to 2016
Dollars in thousands	Volume			Rate			Rate/Volume¹			Total
Interest on earning assets
Interest-bearing deposits	$	6		$	5		$	4		$	15
Investment securities	1,638			(554		)	(107		)	977
Loans held for sale	2			—			—			2
Loans	1,664			372			31			2,067
Change in interest income	3,310			(177		)	(72		)	3,061
Interest expense
Deposits	531			777			144			1,452
Other borrowings	(470		)	217			(43		)	(296		)
Change in interest expense	61			994			101			1,156
Change in net interest income	$	3,249		$	(1,171	)	$	(173	)	$	1,905

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¹ Represents the change attributable to a combination of change in rate and change in volume.



For the quarter ended June 30, 2017 compared to 2016
Dollars in thousands	Volume			Rate			Rate/Volume¹			Total
Interest on earning assets
Interest-bearing deposits	$	(1	)	$	6		$	(2	)	$	3
Investment securities	877			(302		)	(62		)	513
Loans held for sale	—			—			—			—
Loans	824			283			24			1,131
Change in interest income	1,700			(13		)	(40		)	1,647
Interest expense
Deposits	247			484			80			811
Other borrowings	(170		)	55			(8		)	(123		)
Change in interest expense	77			539			72			688
Change in net interest income	$	1,623		$	(552	)	$	(112	)	$	959

Page 50

Average Daily Balance Sheets

The following table shows the Company's average daily balance sheets for the six months and quarters ended June 30, 2017 and 2016.



	For the six months ended						For the quarters ended
Dollars in thousands	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
Assets
Cash and cash equivalents	$	16,323		$	18,066		$	16,683		$	19,430
Interest-bearing deposits in other banks	5,958			3,100			3,899			3,903
Securities available for sale	311,502			223,418			310,785			226,641
Securities to be held to maturity	238,915			234,347			244,332			230,027
Restricted equity securities, at cost	13,092			14,448			12,516			14,186
Loans held for sale	633			522			727			721
Loans	1,093,463			1,009,068			1,104,134			1,020,670
Allowance for loan losses	(10,344		)	(10,154		)	(10,447		)	(10,233		)
Net loans	1,083,119			998,914			1,093,687			1,010,437
Accrued interest receivable	6,364			5,462			6,839			5,675
Premises and equipment	21,833			21,486			21,615			21,303
Other real estate owned	348			1,619			351			1,541
Goodwill	29,805			29,805			29,805			29,805
Other assets	36,258			32,403			36,584			32,613
Total Assets	$	1,764,150		$	1,583,590		$	1,777,823		$	1,596,282

Liabilities & Shareholders' Equity
Demand deposits	$	179,525		$	119,107		$	178,244		$	120,322
NOW deposits	264,845			241,877			261,261			248,732
Money market deposits	131,889			77,114			128,662			73,903
Savings deposits	221,974			205,570			224,045			205,263
Certificates of deposit	525,135			439,437			541,577			463,634
Total deposits	1,323,368			1,083,105			1,333,789			1,111,854
Borrowed funds – short term	125,445			162,978			157,154			145,180
Borrowed funds – long term	125,123			150,130			94,922			150,130
Dividends payable	1,040			942			795			947
Other liabilities	12,052			13,485			12,535			13,825
Total Liabilities	1,587,028			1,410,640			1,599,195			1,421,936
Shareholders' Equity:
Common stock	108			108			108			108
Additional paid-in capital	60,961			60,043			61,082			60,149
Retained earnings	115,707			110,429			116,801			111,503
Net unrealized gain (loss) on securities available for sale	(525		)	2,648			(207		)	2,869
Net unrealized loss on securities transferred from available for sale to held to maturity	(133		)	(121		)	(134		)	(126		)
Net unrealized gain (loss) on cash flow hedging derivative instruments	1,106			(1		)	1,080			(1		)
Net unrealized loss on postretirement benefit costs	(102		)	(156		)	(102		)	(156		)
Total Shareholders' Equity	177,122			172,950			178,628			174,346
Total Liabilities & Shareholders' Equity	$	1,764,150		$	1,583,590		$	1,777,823		$	1,596,282

Page 51

Non-Interest Income

Non-interest income of $5.8 million for the six months ended June 30, 2017 is a decrease of $125,000 compared to the same period in 2016, due to a lower level of gains from sale of securities. This was partly offset, however, by a $286,000 increase in other operating income. Non-interest income of $3.0 million for the quarter ended June 30, 2017 was nearly identical to that for the quarter ended June 30, 2016, with lower revenues from service charges on deposit accounts and mortgage banking activities in 2017 offset by gains in debit card revenue as well as investment management income from the Company's growing First Advisors unit.

Non-Interest Expense

Non-interest expense of $15.3 million for the six months ended June 30, 2017 is an increase of 6.2% or $893,000 compared to non-interest expense of $14.4 million for the same period in 2016, primarily due to higher employee costs and increased furniture and equipment expense to facilitate additional resources to service balance growth. The Company's efficiency ratio stood at 49.32% for the six months ended June 30, 2017, down from 50.15% for the same period in 2016. Noninterest expense of $7.6 million for the quarter ended June 30, 2017 is an increase of 5.5% compared to noninterest expense of $7.2 million for the same period in 2016 due to the reasons mentioned above.

Income Taxes

Income taxes on operating earnings were $3.1 million for the six months ended June 30, 2017, down $200,000 from the same period in 2016. While net income was higher for the six months ended June 30, 2017 compared to the same period 2016, tax exempt income was also higher, resulting in lower income tax expense for the six months ended June 30, 2017 compared to the same period in 2016.

Investments

The Company's investment portfolio increased by $25.4 million between December 31, 2016, and June 30, 2017. Investment purchases totaled $157.2 million during the period while maturities, payments and calls totaled $130.9 million. This activity was high for the period due to the purchase and maturity of $80.0 million of short-term U.S. Treasury bills to meet collateralization requirements for municipal deposits during the first quarter 2017. As of June 30, 2017, mortgage-backed securities had a carrying value of $316.2 million and a fair value of $317.0 million. Of this total, securities with a fair value of $160.1 million or 50.5% of the mortgage-backed portfolio were issued by the Government National Mortgage Association and securities with a fair value of $156.9 million or 49.5% of the mortgage-backed portfolio were issued by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association.

The Company's investment securities are classified into two categories: securities available for sale and securities to be held to maturity. Securities available for sale consist primarily of debt securities which Management intends to hold for indefinite periods of time. They may be used as part of the Company's funds management strategy, and may be sold in response to changes in interest rates, prepayment risk and liquidity needs, to increase capital ratios, or for other similar reasons. Securities to be held to maturity consist primarily of debt securities that the Company has acquired solely for long-term investment purposes, rather than potential future sale. For securities to be categorized as held to maturity Management must have the intent and the Company must have the ability to hold such investments until their respective maturity dates. The Company does not hold trading account securities.

All investment securities are managed in accordance with a written investment policy adopted by the Board of Directors. It is the Company's general policy that investments for either portfolio be limited to government debt obligations, time deposits, and corporate bonds or commercial paper with one of the three highest ratings given by a nationally recognized rating agency. The portfolio is currently invested primarily in U.S. Government agency securities and tax-exempt obligations of states and political subdivisions. The individual securities have been selected to enhance the portfolio's overall yield while not materially adding to the Company's level of interest rate risk.

During the third quarter of 2014, the Company transferred securities with a total amortized cost of $89,780,000 and a corresponding fair value of $89,757,000 from available for sale to held to maturity. The net unrealized loss, net of taxes, on these securities at the date of the transfer was $15,000. The net unrealized holding loss at the time of transfer continues to be reported in accumulated other comprehensive income (loss), net of tax and is amortized over the remaining lives of the securities as an adjustment of the yield. The amortization of the net unrealized loss reported in accumulated other comprehensive income (loss) will offset the effect on interest income of the discount for the transferred securities. The remaining unamortized balance of the net unrealized losses for the securities transferred from available for sale to held to maturity was $137,000 at June 30, 2017. These securities were transferred as a part of the Company's overall investment and balance sheet strategies.

Page 52

The following table sets forth the Company's investment securities at their carrying amounts as of June 30, 2017 and 2016 and December 31, 2016.



Dollars in thousands	June 30, 2017		December 31, 2016		June 30, 2016
Securities available for sale
U.S. Treasury and agency	$	—	$	—	$	522
Mortgage-backed securities	288,991		280,604		219,353
State and political subdivisions	15,828		16,482		18,415
Other equity securities	3,327		3,330		3,037
	$	308,146	$	300,416	$	241,327
Securities to be held to maturity
U.S. government-sponsored agencies	$	11,152	$	11,943	$	35,962
Mortgage-backed securities	27,224		31,201		37,096
State and political subdivisions	201,447		179,384		138,914
Corporate securities	4,300		4,300		4,300
	$	244,123	$	226,828	$	216,272
Restricted equity securities
Federal Home Loan Bank Stock	$	11,274	$	10,893	$	13,404
Federal Reserve Bank Stock	1,037		1,037		1,037
	$	12,311	$	11,930	$	14,441
Total securities	$	564,580	$	539,174	$	472,040

Page 53

The following table sets forth yields and contractual maturities of the Company's investment securities as of June 30, 2017. Yields on tax-exempt securities have been computed on a tax-equivalent basis using a tax rate of 35%. Mortgage-backed securities are presented according to their final contractual maturity date, while the calculated yield takes into effect the intermediate cash flows from repayment of principal which results in a much shorter average life.



	Available For Sale				Held to Maturity
Dollars in thousands	Fair Value		Yield to maturity		Amortized Cost		Yield to maturity
U.S. Government-Sponsored Agencies
Due in 1 year or less	$	—	0.00	%	$	—	0.00	%
Due in 1 to 5 years	—		0.00	%	—		0.00	%
Due in 5 to 10 years	—		0.00	%	4,255		3.03	%
Due after 10 years	—		0.00	%	6,897		3.05	%
Total	—		0.00	%	11,152		3.04	%
Mortgage-Backed Securities
Due in 1 year or less	26		2.30	%	2		0.20	%
Due in 1 to 5 years	1,196		2.85	%	3,513		2.52	%
Due in 5 to 10 years	32,109		2.72	%	10,000		2.91	%
Due after 10 years	255,660		2.23	%	13,709		3.96	%
Total	288,991		2.29	%	27,224		3.39	%
State & Political Subdivisions
Due in 1 year or less	—		0.00	%	705		6.45	%
Due in 1 to 5 years	562		6.14	%	10,723		6.07	%
Due in 5 to 10 years	2,990		6.20	%	23,118		5.60	%
Due after 10 years	12,276		5.53	%	166,901		4.64	%
Total	15,828		5.68	%	201,447		4.83	%
Corporate Securities
Due in 1 year or less	—		0.00	%	—		0.00	%
Due in 1 to 5 years	—		0.00	%	300		1.50	%
Due in 5 to 10 years	—		0.00	%	4,000		5.50	%
Due after 10 years	—		0.00	%	—		0.00	%
Total	—		0.00	%	4,300		5.22	%
Equity Securities	3,327		0.45	%	—		0.00	%
	$	308,146	2.44	%	$	244,123	4.59	%

Impaired Securities

The securities portfolio contains certain securities that the amortized cost of which exceeds fair value, which at June 30, 2017 amounted to $5.1 million, or 0.93% of the amortized cost of the total securities portfolio. At December 31, 2016 this amount was $7.6 million, or 1.44% of the amortized cost of total securities portfolio. As a part of the Company's ongoing security monitoring process, the Company identifies securities in an unrealized loss position that could potentially be other-than-temporarily impaired. If a decline in the fair value of a debt security is judged to be other-than-temporary, the decline related to credit loss is recorded in net realized securities losses while the decline attributable to other factors is recorded in other comprehensive income or loss.

The Company's evaluation of securities for impairment is a quantitative and qualitative process intended to determine whether declines in the fair value of investment securities should be recognized in current period earnings. The primary factors considered in evaluating whether a decline in the fair value of securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, (d) the volatility of the securities market price, (e) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery, which may be at maturity, and (f) any other information and observable data considered relevant in determining whether other-than-temporary impairment has occurred.

Page 54

The Company's best estimate of cash flows uses severe economic recession assumptions due to market uncertainty. The Company's assumptions include but are not limited to delinquencies, foreclosure levels and constant default rates on the underlying collateral, loss severity ratios, and constant prepayment rates. If the Company does not expect to receive 100% of future contractual principal and interest, an other-than-temporary impairment charge is recognized. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral.

As of June 30, 2017, the Company had temporarily impaired securities with a fair value of $242.6 million and unrealized losses of $5.1 million, as identified in the table below. This was down from December 31, 2016 as a result of a shift in the yield curve and a corresponding increase in value of investment securities. Securities in a continuous unrealized loss position more than twelve months amounted to $7.7 million as of June 30, 2017, compared with $3.0 million at December 31, 2016. The Company has concluded that these securities were not other-than-temporarily impaired. This conclusion was based on the issuer's continued satisfaction of the securities obligations in accordance with their contractual terms and the expectation that the issuer will continue to do so, Management's intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value which may be at maturity, the expectation that the Company will receive 100% of future contractual cash flows, as well as the evaluation of the fundamentals of the issuer's financial condition and other objective evidence. The following table summarizes temporarily impaired securities and their approximate fair values at June 30, 2017:



	Less than 12 months					12 months or more					Total
Dollars in thousands	Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses			Fair Value (Estimated)		Unrealized Losses
U.S. Government-sponsored agencies	$	7,972	$	(181	)	$	—	$	—		$	7,972	$	(181	)
Mortgage-backed securities	170,966		(2,613		)	7,643		(197		)	178,609		(2,810		)
State and political subdivisions	55,952		(2,115		)	—		—			55,952		(2,115		)
Other equity securities	69		(1		)	9		(3		)	78		(4		)
	$	234,959	$	(4,910	)	$	7,652	$	(200	)	$	242,611	$	(5,110	)

For securities with unrealized losses, the following information was considered in determining that the securities were not other-than-temporarily impaired:

Securities issued by U.S. Government-sponsored agencies and enterprises. As of June 30, 2017, there were $181,000 unrealized losses on these securities compared to $233,000 unrealized losses as of December 31, 2016. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by U.S. Government-sponsored agencies and enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets and does not consider these securities to be other-than-temporarily impaired at June 30, 2017.

Mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises. As of June 30, 2017, there were $2.8 million of unrealized losses on these securities compared with $3.3 million at December 31, 2016. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by U.S. Government agencies bear no credit risk because they are backed by the full faith and credit of the United States and that securities issued by U.S. Government-sponsored enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets. Management believes that the unrealized losses at June 30, 2017 were attributable to changes in current market yields and spreads since the date the underlying securities were purchased, and does not consider these securities to be other-than-temporarily impaired at June 30, 2017. The Company also has the ability and intent to hold these securities until a recovery of their amortized cost, which may be at maturity.

Obligations of state and political subdivisions. As of June 30, 2017, there were $2.1 million of unrealized losses on these securities compared to $4.1 million at December 31, 2016. Municipal securities are supported by the general taxing authority of the municipality and, in the cases of school districts, are generally supported by state aid. At June 30, 2017, all municipal bond issuers were current on contractually obligated interest and principal payments. The Company attributes the unrealized losses at June 30, 2017 to changes in prevailing market yields and pricing spreads since the date the underlying securities were purchased, combined with current market liquidity conditions and the disruption in the financial markets in general. Accordingly, the Company does not consider these municipal securities to be other-than-temporarily impaired at June 30, 2017. The Company also has the ability and intent to hold these securities until a recovery of their amortized cost, which may be at maturity.

Page 55

Corporate securities. There were no unrealized losses on corporate securities as of June 30, 2017, or at December 31, 2016. Corporate securities are dependent on the operating performance of the issuers. At June 30, 2017, all corporate bond issuers were current on contractually obligated interest and principal payments.

Other equity securities. As of June 30, 2017, the total unrealized losses on other equity securities amounted to $4,000 compared with $7,000 at December 31, 2016. Other equity securities is comprised of common and preferred stock holdings. The unrealized losses were the result of normal market fluctuations for equity securities. Accordingly, the Company does not consider other equity securities to be other-than-temporarily impaired at June 30, 2017.

Federal Home Loan Bank Stock

The Bank is a member of the Federal Home Loan Bank ("FHLB") of Boston, a cooperatively owned wholesale bank for housing and finance in the six New England States. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB. The Bank uses the FHLB for much of its wholesale funding needs. As of June 30, 2017, 2016 and December 31, 2016, the Bank's investment in FHLB stock totaled $11.3 million, $13.4 million and $10.9 million, respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value. The Company periodically evaluates its investment in FHLB stock for impairment based on, among other factors, the capital adequacy of the FHLB and its overall financial condition. No impairment losses have been recorded through June 30, 2017. The Bank will continue to monitor its investment in FHLB stock.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. As of June 30, 2017, the Bank had $865,000 in loans held for sale. This compares to $782,000 in loans held for sale at December 31, 2016 and $1,553,000 in loans held for sale at June 30, 2016. The Bank participates in FHLB's Mortgage Partnership Finance Program ("MPF"), selling loans with recourse. The volume of loans sold to date through the MPF program is de minimis; therefore, there was minimum impact on the reserve.

Loans

The loan portfolio increased during the first six months of 2017, with total loans at $1.12 billion at June 30, 2017, up $49.1 million or 4.6% from total loans of $1.07 billion at December 31, 2016. Commercial loans increased $35.1 million or 7.3% between December 31, 2016 and June 30, 2017, municipal loans increased $1.6 million or 6.1%, residential term loans increased $15.7 million and home equity lines of credit decreased $579,000.

Commercial loans are comprised of three major classes: commercial real estate loans, commercial construction loans and other commercial loans.

Other 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.

Municipal loans are comprised of loans to municipalities in Maine for capitalized expenditures, construction projects or tax-anticipation notes. All municipal loans are considered general obligations of the municipality and are collateralized by the taxing ability of the municipality for repayment of debt.

Residential loans are comprised of two classes: term loans and construction loans.

Residential term loans consist of residential real estate loans held in the Company's loan portfolio 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 loan-to-value ratios within established policy and regulatory guidelines. Collateral values are determined based on appraisals and evaluations in accordance with

Page 56

established policy and regulatory guidelines. Residential loans typically have a loan-to-value ratio of up to 80% based on appraisal information at the time the loan is made. Collateral consists of mortgage liens on one- to four-family residential properties. Loans are offered with fixed or adjustable rates with amortization terms of up to thirty years.

Home equity 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. The home equity line of credit typically has a variable interest 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. Loan maturities are normally 300 months. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios usually not exceeding 80% inclusive of priority liens. Collateral valuation guidelines follow those for residential real estate loans.

Construction, both commercial and residential, at 31.1% of capital are well under the regulatory guidance of 100.0% of capital at June 30, 2017. Construction loans and non-owner-occupied commercial real estate loans are at 113.1% of total capital, well under the regulatory guidance of 300.0% of capital at June 30, 2017.

The following table summarizes the loan portfolio, by class, at June 30, 2017 and 2016 and December 31, 2016.



Dollars in thousands	June 30, 2017				December 31, 2016				June 30, 2016
Commercial
Real estate	$	306,490	27.4	%	$	302,506	28.2	%	$	303,312	29.2	%
Construction	33,605		3.0	%	25,406		2.4	%	18,439		1.8	%
Other	173,691		15.5	%	150,769		14.1	%	136,651		13.2	%
Municipal	28,695		2.6	%	27,056		2.5	%	25,531		2.5	%
Residential
Term	427,171		38.1	%	411,469		38.4	%	403,461		38.8	%
Construction	15,056		1.3	%	18,303		1.7	%	13,403		1.3	%
Home equity line of credit	110,328		9.8	%	110,907		10.4	%	112,536		10.8	%
Consumer	25,629		2.3	%	25,110		2.3	%	24,880		2.4	%
Total loans	$	1,120,665	100.0	%	$	1,071,526	100.0	%	$	1,038,213	100.0	%

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The following table sets forth certain information regarding the contractual maturities of the Bank's loan portfolio as of June 30, 2017.



Dollars in thousands	< 1 Year		1 - 5 Years		5 - 10 Years		> 10 Years		Total
Commercial
Real estate	$	3,784	$	12,927	$	34,358	$	255,421	$	306,490
Construction	2,826		4,096		2,572		24,111		33,605
Other	16,188		43,276		53,871		60,356		173,691
Municipal	286		8,262		16,374		3,773		28,695
Residential
Term	913		5,871		21,289		399,098		427,171
Construction	1,066		42		51		13,897		15,056
Home equity line of credit	880		316		230		108,902		110,328
Consumer	7,889		4,079		3,845		9,816		25,629
Total loans	$	33,832	$	78,869	$	132,590	$	875,374	$	1,120,665

The following table provides a listing of loans by class, between variable and fixed rates as of June 30, 2017.



	Fixed-Rate				Adjustable-Rate				Total
Dollars in thousands	Amount		% of total		Amount		% of total		Amount		% of total
Commercial
Real estate	$	30,859	2.8	%	$	275,631	24.6	%	$	306,490	27.4	%
Construction	7,029		0.6	%	26,576		2.4	%	33,605		3.0	%
Other	69,442		6.2	%	104,249		9.3	%	173,691		15.5	%
Municipal	27,101		2.5	%	1,594		0.1	%	28,695		2.6	%
Residential
Term	302,823		27.0	%	124,348		11.1	%	427,171		38.1	%
Construction	14,872		1.3	%	184		0.0	%	15,056		1.3	%
Home equity line of credit	695		0.1	%	109,633		9.7	%	110,328		9.8	%
Consumer	19,363		1.7	%	6,266		0.6	%	25,629		2.3	%
Total loans	$	472,184	42.2	%	$	648,481	57.8	%	$	1,120,665	100.0	%

Loan Concentrations

As of June 30, 2017, the Bank did not have any concentration of loans in one particular industry that exceeded 10% of its total loan portfolio.

Credit Risk Management and Allowance for Loan Losses

Credit risk is the risk of loss arising from the inability of a borrower to meet its obligations. We manage credit risk by evaluating the risk profile of the borrower, repayment sources, the nature of the underlying collateral, and other support given current events, conditions, and expectations. We attempt to manage the risk characteristics of our loan portfolio through various control processes, such as credit evaluation of borrowers, establishment of lending limits, and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances. However, we seek to rely primarily on the cash flow of our borrowers as the principal source of repayment. Although credit policies and evaluation processes are designed to minimize our risk, Management recognizes that loan losses will occur and the amount of these losses will fluctuate depending on the risk characteristics of our loan portfolio, as well as general and regional economic conditions.

We provide for loan losses through the establishment of an allowance for loan losses which represents an estimated reserve for existing losses in the loan portfolio. We deploy a systematic methodology for determining our allowance that includes a quarterly review process, risk rating, and adjustment to our allowance. We classify our portfolios as either commercial or residential and consumer and monitor credit risk separately as discussed below. We evaluate the appropriateness of our allowance continually based on a review of all significant loans, with a particular emphasis on nonaccruing, past due, and other loans that we believe require special attention.

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The allowance consists of four elements: (1) specific reserves for loans evaluated individually for impairment; (2) general reserves for types or portfolios of loans based on historical loan loss experience; (3) qualitative reserves judgmentally adjusted for local and national economic conditions, concentrations, portfolio composition, volume and severity of delinquencies and nonaccrual loans, trends of criticized and classified loans, changes in credit policies, and underwriting standards, credit administration practices, and other factors as applicable; and (4) unallocated reserves. All outstanding loans are considered in evaluating the appropriateness of the allowance.

Appropriateness of the allowance for loan losses is determined using a consistent, systematic methodology, which analyzes the risk inherent in the loan portfolio. In addition to evaluating the collectability of specific loans when determining the appropriateness of the allowance for loan losses, Management also takes into consideration other factors such as changes in the mix and size of the loan portfolio, historic loss experience, the amount of delinquencies and loans adversely classified, economic trends, changes in credit policies, and experience, ability and depth of lending management. The appropriateness of the allowance for loan losses is assessed by an allocation process whereby specific reserve allocations are made against certain adversely classified loans, and general reserve allocations are made against segments of the loan portfolio which have similar attributes. The Company's historical loss experience, industry trends, and the impact of the local and regional economy on the Company's borrowers, are considered by Management in determining the appropriateness of the allowance for loan losses.

The allowance for loan losses is increased by provisions charged against current earnings. Loan losses are charged against the allowance when Management believes that the collectability of the loan principal is unlikely. Recoveries on loans previously charged off are credited to the allowance. While Management uses available information to assess possible losses on loans, future additions to the allowance may be necessary based on increases in non-performing loans, changes in economic conditions, growth in loan portfolios, or for other reasons. Any future additions to the allowance would be recognized in the period in which they were determined to be necessary. In addition, various regulatory agencies periodically review the Company's allowance for loan losses as an integral part of their examination process. Such agencies may require the Company to record additions to the allowance based on judgments different from those of Management.

Commercial

Our commercial portfolio includes all secured and unsecured loans to borrowers for commercial purposes, including commercial lines of credit and commercial real estate. Our process for evaluating commercial loans includes performing updates on loans that we have rated for risk. Our non-performing commercial loans are generally reviewed individually to determine impairment, accrual status, and the need for specific reserves. Our methodology incorporates a variety of risk considerations, both qualitative and quantitative. Quantitative factors include our historical loss experience by loan type, collateral values, financial condition of borrowers, and other factors. Qualitative factors include judgments concerning general economic conditions that may affect credit quality, credit concentrations, the pace of portfolio growth, and delinquency levels; these qualitative factors are also considered in connection with our unallocated portion of our allowance for loan losses.

The process of establishing the allowance with respect to our commercial loan portfolio begins when a loan officer initially assigns each loan a risk rating, using established credit criteria. Approximately 50% of our outstanding loans and commitments are subject to review and validation annually by an independent consulting firm, as well as periodically by our internal credit review function. Our methodology employs Management's judgment as to the level of losses on existing loans based on our internal review of the loan portfolio, including an analysis of the borrowers' current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and or lines of business. In determining our ability to collect certain loans, we also consider the fair value of any underlying collateral. We also evaluate credit risk concentrations, including trends in large dollar exposures to related borrowers, industry and geographic concentrations, and economic and environmental factors.

Residential, Home Equity and Consumer

Consumer, home equity and residential mortgage loans are generally segregated into homogeneous pools with similar risk characteristics. Trends and current conditions in these pools are analyzed and historical loss experience is adjusted accordingly. Quantitative and qualitative adjustment factors for the consumer, home equity and residential mortgage portfolios are consistent with those for the commercial portfolios. Certain loans in the consumer and residential portfolios identified as having the potential for further deterioration are analyzed individually to confirm the appropriate risk status and accrual status, and to determine the need for a specific reserve. Consumer loans that are greater than 120 days past due are generally charged off. Residential loans and home equity lines of credit that are greater than 90 days past due are evaluated for collateral adequacy and if deficient are placed on non-accrual status.

Unallocated

The unallocated portion of the allowance is intended to provide for losses that are not identified when establishing the specific and general portions of the allowance and is based upon Management's evaluation of various conditions that are not directly measured in the determination of the portfolio and loan specific allowances. Such conditions may include general economic and business conditions affecting our lending area, credit quality trends (including trends in delinquencies and nonperforming

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loans expected to result from existing conditions), loan volumes and concentrations, duration of the current business cycle, bank regulatory examination results, findings of external loan review examiners, and Management's judgment with respect to various other conditions including loan administration and management and the quality of risk identification systems. Management reviews these conditions quarterly. We have risk management practices designed to ensure timely identification of changes in loan risk profiles; however, undetected losses may exist inherently within the loan portfolio. The judgmental aspects involved in applying the risk grading criteria, analyzing the quality of individual loans, and assessing collateral values can also contribute to undetected, but probable, losses. Consequently, there maybe underlying credit risks that have not yet surfaced in the loan- specific or qualitative metrics the Company uses to estimate its allowance for loan losses.

The allowance for loan losses includes reserve amounts assigned to individual loans on the basis of loan impairment. Certain loans are evaluated individually and are judged to be impaired when Management believes it is probable that the Company will not collect all of the contractual interest and principal payments as scheduled in the loan agreement. Under this method, loans are selected for evaluation based on internal risk ratings or non-accrual status. A specific reserve is allocated to an individual loan when that loan has been deemed impaired and when the amount of a probable loss is estimable on the basis of its collateral value, the present value of anticipated future cash flows, or its net realizable value. At June 30, 2017, impaired loans with specific reserves totaled $7.1 million and the amount of such reserves was $594,000. This compares to impaired loans with specific reserves of $7.9 million at December 31, 2016 and the amount of such reserves was $974,000.

All of these analyses are reviewed and discussed by the Directors' Loan Committee, and recommendations from these processes provide Management and the Board of Directors with independent information on loan portfolio condition. Our total allowance at June 30, 2017 is considered by Management to be appropriate to address the credit losses inherent in the loan portfolio at that date. However, our determination of the appropriate allowance level is based upon a number of assumptions we make about future events, which we believe are reasonable, but which may or may not prove valid. Thus, there can be no assurance that our charge-offs in future periods will not exceed our allowance for loan losses or that we will not need to make additional increases in our allowance for loan losses.

The following table summarizes our allocation of allowance by loan class as of June 30, 2017 and 2016 and December 31, 2016. The percentages are the portion of each loan class to total loans.



Dollars in thousands	June 30, 2017				December 31, 2016				June 30, 2016
Commercial
Real estate	$	4,019	27.4	%	$	3,988	28.2	%	$	3,955	29.2	%
Construction	519		3.0	%	396		2.4	%	318		1.8	%
Other	2,184		15.5	%	1,780		14.1	%	1,778		13.2	%
Municipal	19		2.6	%	18		2.5	%	17		2.5	%
Residential
Term	999		38.1	%	1,288		38.4	%	1,365		38.8	%
Construction	26		1.3	%	44		1.7	%	34		1.3	%
Home equity line of credit	684		9.8	%	807		10.4	%	880		10.8	%
Consumer	491		2.3	%	559		2.3	%	635		2.4	%
Unallocated	1,670		—	%	1,258		—	%	1,216		—	%
Total	$	10,611	100.0	%	$	10,138	100.0	%	$	10,198	100.0	%

The allowance for loan losses totaled $10.6 million at June 30, 2017, compared to $10.1 million as of December 31, 2016 and $10.2 million as of June 30, 2016. Management's ongoing application of methodologies to establish the allowance include an evaluation of impaired loans for specific reserves. These specific reserves decreased $380,000 in the first six months of 2017 from $974,000 at December 31, 2016 to $594,000 at June 30, 2017. The specific loans that make up those categories change from period to period. Impairment on those loans, which would be reflected in the allowance for loan losses, might or might not exist, depending on the specific circumstances of each loan. The portion of the reserve based upon homogeneous pools of loans decreased by $432,000 in the first six months of 2017. The portion of the reserve based on qualitative factors increased by $873,000 in the first six months of 2017 due to loan growth and of some slippage in certain economic factors. After consideration of the shifts in specific, pooled and qualitative reserves, Management determined that loan growth in the commercial construction and commercial-other segments, and a small increase in classified loans warranted the $412,000 increase in unallocated reserves in the first six months of 2017 from $1.3 million at December 31, 2016 to $1.7 million at June 30, 2017.

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A breakdown of the allowance for loan losses as of June 30, 2017, by loan class and allowance element, is presented in the following table:



Dollars in thousands	Specific Reserves on Loans Evaluated Individually for Impairment		General Reserves on Loans Based on Historical Loss Experience		Reserves for Qualitative Factors		Unallocated Reserves		Total Reserves
Commercial
Real estate	$	221	$	1,467	$	2,308	$	—	$	3,996
Construction	103		161		253		—		517
Other	36		829		1,306		—		2,171
Municipal	—		—		19		—		19
Residential
Term	209		249		541		—		999
Construction	—		8		18		—		26
Home equity line of credit	25		300		359		—		684
Consumer	—		245		284		—		529
Unallocated	—		—		—		1,670		1,670
	$	594	$	3,259	$	5,088	$	1,670	$	10,611

Based upon Management's evaluation, provisions are made to maintain the allowance as a best estimate of inherent losses within the portfolio. The provision for loan losses to maintain the allowance was $1.0 million for the first six months of 2017, an increase of $250,000 from the first six months of 2016. Net chargeoffs were $527,000 in the first six months of 2017 compared to net chargeoffs of $468,000 in the first six months of 2016. Our allowance as a percentage of outstanding loans was 0.95% as of June 30, 2017, even with December 31, 2016, and down from 0.98% as of June 30, 2016.

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The following table summarizes the activities in our allowance for loan losses for the six months ended June 30, 2017 and 2016 and for the year ended December 31, 2016:



Dollars in thousands	June 30, 2017			December 31, 2016			June 30, 2016
Balance at the beginning of year	$	10,138		$	9,916		$	9,916
Loans charged off:
Commercial
Real estate	305			294			33
Construction	—			75			58
Other	58			376			30
Municipal	—			—			—
Residential
Term	70			379			266
Construction	—			—			—
Home equity line of credit	28			147			122
Consumer	156			450			157
Total	617			1,721			666
Recoveries on loans previously charged off
Commercial
Real estate	—			—			—
Construction	—			8			—
Other	18			129			56
Municipal	—			—			—
Residential
Term	19			93			74
Construction	—			—			—
Home equity line of credit	3			5			2
Consumer	50			108			66
Total	90			343			198
Net loans charged off	527			1,378			468
Provision for loan losses	1,000			1,600			750
Balance at end of period	$	10,611		$	10,138		$	10,198
Ratio of net loans charged off to average loans outstanding¹	0.10		%	0.13		%	0.09		%
Ratio of allowance for loan losses to total loans outstanding	0.95		%	0.95		%	0.98		%

¹ Annualized using a 365-day basis for 2017 and a 366-day basis for 2016.

In Management's opinion, the level of the provision for loan losses is directionally consistent with the overall credit quality of our loan portfolio and corresponding levels of nonperforming loans, as well as with the performance of the national and local economies.

Nonperforming Loans

Nonperforming loans are comprised of loans, for which based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when principal and interest is 90 days or more past due unless the loan is both well secured and in the process of collection (in which case the loan may continue to accrue interest in spite of its past due status). A loan is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt including accrued interest) in full, or (2) by the guarantee of a financially responsible party. A loan is "in the process of collection" if collection of the loan is proceeding in due course either (1) through legal action, including judgment enforcement

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procedures, or, (2) in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.

When a loan becomes nonperforming (generally 90 days past due), it is evaluated for collateral dependency based upon the most recent appraisal or other evaluation method. If the collateral value is lower than the outstanding loan balance plus accrued interest and estimated selling costs, the loan is placed on non-accrual status, all accrued interest is reversed from interest income, and a specific reserve is established for the difference between the loan balance and the collateral value less selling costs, or, in certain situations, the difference between the loan balance and the collateral value less selling costs is written off. Concurrently, a new appraisal or valuation may be ordered, depending on collateral type, currency of the most recent valuation, the size of the loan, and other factors appropriate to the loan. Upon receipt and acceptance of the new valuation, the loan may have an additional specific reserve or write down based on the updated collateral value. On an ongoing basis, appraisals or valuations may be done periodically on collateral dependent non-performing loans and an additional specific reserve or write down will be made, if appropriate, based on the new collateral value.

Once a loan is placed on nonaccrual, it remains in nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrates the ability to pay and remain current. All payments made on nonaccrual loans are applied to the principal balance of the loan.

Nonperforming loans, expressed as a percentage of total loans, totaled 0.66% at June 30, 2017 compared to 0.73% at December 31, 2016 and 0.62% at June 30, 2016. The following table shows the distribution of nonperforming loans by class as of June 30, 2017 and 2016 and December 31, 2016:



Dollars in thousands	June 30, 2017		December 31, 2016		June 30, 2016
Commercial
Real estate	$	1,814	$	1,907	$	1,227
Construction	—		—		46
Other	885		964		378
Municipal	—		—		—
Residential
Term	3,852		4,060		4,291
Construction	—		—		—
Home equity line of credit	883		843		421
Consumer	—		—		115
Total nonperforming loans	$	7,434	$	7,774	$	6,478

Total nonperforming loans does not include loans 90 or more days past due and still accruing interest. These are loans for which we expect to collect all amounts due, including past-due interest. As of June 30, 2017, loans 90 or more days past due and still accruing interest totaled $29,000, compared to $777,000 at December 31, 2016 and $321,000 at June 30, 2016.

Troubled Debt Restructured

A troubled debt restructured ("TDR") constitutes a restructuring of debt if the Bank, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. To determine whether or not a loan should be classified as a TDR, Management evaluates a loan based upon the following criteria:


•	The borrower demonstrates financial difficulty; common indicators include past due status with bank obligations, substandard credit bureau reports, or an inability to refinance with another lender, and


•	The Bank has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.

Our overall level of TDRs decreased during the first six months of 2017. As of June 30, 2017, we had 68 loans with a value of $20.3 million that have been restructured. This compares to 71 loans with a value of $21.5 million and 78 loans with a value of $22.6 million classified as TDRs as of December 31, 2016 and June 30, 2016, respectively.

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The following table shows the activity in loans classified as TDRs between December 31, 2016 and June 30, 2017:



Balance in Thousands of Dollars	Number of Loans		Aggregate Balance
Total at December 31, 2016	71		$	21,526
Added in 2017	—		—
Removed in 2017	(3	)	(904		)
Repayments in 2017	—		(321		)
Total at June 30, 2017	68		$	20,301

As of June 30, 2017, 54 loans with an aggregate balance of $18.3 million were performing under the modified terms, six loans with an aggregate balance of $936,000 were more than 30 days past due and accruing and eight loans with an aggregate balance of $1.1 million were on nonaccrual. As a percentage of aggregate outstanding balance, 90.0% were performing under the modified terms, 4.6% were more than 30 days past due and accruing and 5.4% were on nonaccrual. The performance status of all TDRs as of June 30, 2017, as well as the associated specific reserve in the allowance for loan losses, is summarized by type of loan in the following table.



In thousands of dollars	Performing As Modified			30+ Days Past Due and Accruing			On Nonaccrual			All TDRs
Commercial
Real estate	$	8,040		$	—		$	—		$	8,040
Construction	763			—			—			763
Other	749			—			—			749
Municipal	—			—			—			—
Residential
Term	8,369			769			1,089			10,227
Construction	—			—			—			—
Home equity line of credit	355			167			—			522
Consumer	—			—			—			—
	$	18,276		$	936		$	1,089		$	20,301
Percent of balance	90.0		%	4.6		%	5.4		%	100.0		%
Number of loans	54			6			8			68
Associated specific reserve	$	396		$	—		$	10		$	406

Residential TDRs (including home equity lines of credit) as of June 30, 2017 included 53 loans with an aggregate balance of $10.7 million, and the modifications granted fell into five major categories. Loans totaling $6.8 million had an extension of term, allowing the borrower to repay over an extended number of years and lowering the monthly payment to a level the borrower can afford. Loans totaling $3.8 million had interest capitalized, allowing the borrower to become current after unpaid interest was added to the balance of the loan and re-amortized over the remaining life of the loan. Loans with an aggregate balance of $563,000 were converted from interest-only to regular principal-and-interest payments based on the borrowers' ability to service the higher payment amount. Short-term rate concessions were granted on loans totaling $2.0 million, with a rate concession typically of 1.0% or less. Loans with an aggregate balance of $2.3 million were involved in bankruptcy. Certain residential TDRs had more than one modification.

Commercial TDRs as of June 30, 2017 were comprised of 15 loans with a balance of $9.5 million. Of this total, 11 loans with an aggregate balance of $6.5 million had an extended period of interest-only payments, deferring the start of principal repayment. Two loans with an aggregate balance of $1.8 million had an extension of term, allowing the borrower to repay over an extended number of years and lowering the monthly payment to a level the borrower can afford. The remaining two loans with an aggregate balance of $1.2 million had several different modifications.

In each case when a loan was modified, Management determined it was in the Bank's best interest to work with the borrower with modified terms rather than to proceed to foreclosure. Once a loan is classified as a TDR it remains classified as such until the balance is fully repaid, despite whether the loan is performing under the modified terms. As of June 30, 2017, Management is aware of four loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $830,000. There were also eight loans with an outstanding balance of $1.1 million that were classified as TDRs and on non-accrual status, of which one loan with an outstanding balance of $108,000 was in the process of foreclosure.

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Impaired Loans

Impaired loans include restructured loans and loans placed on non-accrual status. These loans are measured at the present value of expected future cash flows discounted at the loan's effective interest rate or at the fair value of the collateral less estimated selling costs if the loan is collateral dependent. If the measure of an impaired loan is lower than the recorded investment in the loan, a specific reserve is established for the difference. Impaired loans totaled $26.6 million at June 30, 2017, and have decreased $939,000 from December 31, 2016. The number of impaired loans decreased by five from 134 to 129 during the same period. Impaired commercial loans decreased $278,000 between December 31, 2016 and June 30, 2017. The specific allowance for impaired commercial loans decreased from $644,000 at December 31, 2016 to $360,000 as of June 30, 2017, which represented the fair value deficiencies for loans where the fair value of the collateral or net present value of expected cash flows was estimated at less than our carrying amount of the loan. From December 31, 2016 to June 30, 2017, impaired residential loans decreased $679,000 and impaired home equity lines of credit increased $18,000.

The following table sets forth impaired loans as of June 30, 2017 and 2016 and December 31, 2016:



Dollars in thousands	June 30, 2017		December 31, 2016		June 30, 2016
Commercial
Real estate	$	9,853	$	10,021	$	10,685
Construction	763		763		834
Other	1,633		1,743		1,479
Municipal	—		—		—
Residential
Term	12,990		13,669		14,105
Construction	—		—		—
Home equity line of credit	1,405		1,387		975
Consumer	—		—		115
Total	$	26,644	$	27,583	$	28,193

Past Due Loans

The Bank's overall loan delinquency ratio was 0.87% at June 30, 2017 compared to 1.18% at December 31, 2016 and 1.04% at June 30, 2016. Loans 90 days delinquent and accruing decreased from $777,000 at December 31, 2016 to $29,000 as of June 30, 2017. The following table sets forth loan delinquencies as of June 30, 2017 and 2016 and December 31, 2016:



Dollars in thousands	June 30, 2017			December 31, 2016			June 30, 2016
Commercial
Real estate	$	1,475		$	3,476		$	1,626
Construction	—			—			46
Other	803			1,031			663
Municipal	—			—			—
Residential
Term	5,383			6,403			7,007
Construction	99			—			—
Home equity line of credit	1,597			1,564			1,153
Consumer	429			184			298
Total	$	9,786		$	12,658		$	10,793
Loans 30-89 days past due to total loans	0.50		%	0.65		%	0.74		%
Loans 90+ days past due and accruing to total loans	0.00		%	0.07		%	0.03		%
Loans 90+ days past due on non-accrual to total loans	0.37		%	0.46		%	0.27		%
Total past due loans to total loans	0.87		%	1.18		%	1.04		%

Page 65

Potential Problem Loans and Loans in Process of Foreclosure

Potential problem loans consist of classified accruing commercial and commercial real estate loans that were between 30 and 89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to improvements in the economy as well as changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in some amount of loss. At June 30, 2017, there were three potential problem loans with a balance of $93,000 or 0.008% of total loans. This compares to six loans with a balance of $1.1 million or 0.10% of total loans at December 31, 2016.

As of June 30, 2017, there were 21 loans in the process of foreclosure with a total balance of $3.8 million. The Bank's residential foreclosure process begins when a loan becomes 75 days past due at which time a Demand/Breach Letter is sent to the borrower. If the loan becomes 120 days past due, copies of the promissory note and mortgage deed are forwarded to the Bank's attorney for review and a complaint for foreclosure is then prepared. An authorized Bank officer signs the affidavit certifying the validity of the documents and verification of the past due amount which is then forwarded to the court. Once a Motion for Summary Judgment is granted, a Period of Redemption (POR) begins which gives the customer 90 days to cure the default. A foreclosure auction date is then set 30 days from the POR expiration date if the default is not cured.

The Bank's commercial foreclosure process begins when a loan becomes 60 days past due, at which time a default letter is issued. At expiration of the period to cure default, which lasts 12 days after the issuing of the default letter, copies of the promissory note and mortgage deed are forwarded to the Bank's attorney for review. A Notice of Statutory Power of Sale is then prepared. This notice must be published for three consecutive weeks in a newspaper located in the county in which the property is located. A notice also must be issued to the mortgagor and all parties of interest 21 days prior to the sale. The foreclosure auction occurs and the Affidavit of Sale is recorded within the appropriate county within 30 days of the sale.

In July 2016, the Bank conducted a self-audit of its loans in foreclosure and its foreclosure process and found there were no deficiencies or areas to improve. For loans sold to the secondary market on which servicing is retained, the Bank follows Freddie Mac's and Fannie Mae's published guidelines and regularly reviews these guidelines for updates and changes to process. All secondary market loans have been sold without recourse in a non-securitized, one-on-one basis. As a result, the Bank has no liability for these loans in the event of a foreclosure.

Other Real Estate Owned

Other real estate owned and repossessed assets ("OREO") are comprised of properties or other assets acquired through a foreclosure proceeding, or acceptance of a deed or title in lieu of foreclosure. Real estate acquired through foreclosure is carried at the lower of fair value less estimated cost to sell or the cost of the asset and is not included as part of the allowance for loan loss totals. At June 30, 2017, there were five properties owned with a net OREO balance of $324,000, net of an allowance for losses of $39,000, compared to December 31, 2016 when there were six properties owned with a net OREO balance of $375,000, net of an allowance for losses of $205,000 and June 30, 2016 when there were ten properties owned with a net OREO balance of $1.1 million, net of an allowance for losses of $115,000.

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The following table presents the composition of other real estate owned:



Dollars in thousands	June 30, 2017		December 31, 2016		June 30, 2016
Carrying Value
Commercial
Real estate	$	—	$	—	$	—
Construction	28		28		28
Other	—		170		501
Municipal	—		—		—
Residential
Term	335		382		715
Construction	—		—		—
Home equity line of credit	—		—		—
Consumer	—		—		—
Total	$	363	$	580	$	1,244
Related Allowance
Commercial
Real estate	$	—	$	—	$	—
Construction	14		11		11
Other	—		127		45
Municipal	—		—		—
Residential
Term	25		67		59
Construction	—		—		—
Home equity line of credit	—		—		—
Consumer	—		—		—
Total	$	39	$	205	$	115
Net Value
Commercial
Real estate	$	—	$	—	$	—
Construction	14		17		17
Other	—		43		456
Municipal	—		—		—
Residential
Term	310		315		656
Construction	—		—		—
Home equity line of credit	—		—		—
Consumer	—		—		—
Total	$	324	$	375	$	1,129

Liquidity Management

As of June 30, 2017, the Bank had primary sources of liquidity of $175.1 million. It is Management's opinion this is sufficient to meet liquidity needs under a broad range of scenarios. The Bank has an additional $404.6 million in contingent sources of liquidity, including the Federal Reserve Borrower in Custody program, municipal and corporate securities, and correspondent bank lines of credit. The Asset/Liability Committee ("ALCO") establishes guidelines for liquidity in its Asset/Liability policy and monitors internal liquidity measures to manage liquidity exposure. Based on its assessment of the liquidity considerations described above, Management believes the Company's sources of funding will meet anticipated funding needs.

Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand. The Bank's primary source of liquidity is deposits, which funded 75.0% of total average assets in the first six months of 2017. While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by

Page 67

competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and other borrowings), cash flows from the securities portfolios and loan repayments. Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs although Management has no intention to do so at this time.

The Bank has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management has developed quantitative models to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of "business as usual" cash flows. In Management's estimation, risks are concentrated in two major categories: runoff of in-market deposit balances and the inability to renew wholesale sources of funding. Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity. Our modeling attempts to quantify deposits at risk over selected time horizons. In addition to these unexpected outflow risks, several other "business as usual" factors enter into the calculation of the adequacy of contingent liquidity including payment proceeds from loans and investment securities, maturing debt obligations and maturing time deposits. The Bank has established collateralized borrowing capacity with the Federal Reserve Bank of Boston and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business as well as Fed Funds lines with three correspondent banks and availability through the Federal Reserve Bank Borrower in Custody program.

Deposits

During the first six months of 2017, total deposits increased by $76.3 million or 6.1% from December 31, 2016 levels. Low-cost deposits (demand, NOW, and savings accounts) increased by $16.2 million or 2.5% in the first six months of 2017, money market deposits increased $9.2 million or 7.3%, and certificates of deposit increased $50.9 million or 10.7%. Between June 30, 2016 and June 30, 2017, total deposits increased by $173.6 million or 15.1%. Low-cost deposits increased by $63.9 million or 10.8%, money market accounts increased $61.7 million or 84.5%, and certificates of deposit increased $47.9 million or 10.0%. The increase in low-cost deposits year-to-date is consistent with our normal seasonal fluctuation as well as due to significant in- flows of municipal deposits. The majority of the change in certificates of deposit both year-to-date and year-over-year was from a shift in funding strategy between borrowed funds and certificates of deposit.

Borrowed Funds

The Company uses funding from the FHLB of Boston, the Federal Reserve Bank of Boston and repurchase agreements enabling it to grow its balance sheet and its revenues. This funding may also be used to balance seasonal deposit flows or to carry out interest rate risk management strategies, and is increased to replace or supplement other sources of funding, including core deposits and certificates of deposit. During the six months ended June 30, 2017, borrowed funds increased $3.4 million or 1.2% from December 31, 2016. Between June 30, 2016 and June 30, 2017, borrowed funds decreased by $818,000 or 0.3%. This is due to the above mentioned shift in funding strategy between borrowed funds and certificates of deposit.

Shareholders' Equity

Shareholders' equity as of June 30, 2017 was $177.5 million, compared to $172.5 million as of December 31, 2016 and $174.8 million as of June 30, 2016. The Company's earnings in the first six months of 2017, net of dividends paid, added to shareholders' equity. The net unrealized loss on available-for-sale securities, presented in accordance with FASB ASC Topic 320 "Investments – Debt and Equity Securities", was down from December 31, 2016 and now stands at a $585,000.

A cash dividend of $0.24 per share was declared in the second quarter of 2017. This is an increase of one cent per share over what was paid in the past four quarters. The dividend payout ratio, which is calculated by dividing dividends declared per share by diluted earnings per share, was 52.81% for the first six months of 2017 compared to 52.94% for the same period in 2016. In determining future dividend payout levels, the Board of Directors carefully analyzes capital requirements and earnings retention, as set forth in the Company's Dividend Policy. The ability of the Company to pay cash dividends to its shareholders depends on receipt of dividends from its subsidiary, the Bank. The subsidiary may pay dividends to its parent out of so much of its net profits as the Bank's directors deem appropriate, subject to the limitation that the total of all dividends declared by the Bank in any calendar year may not exceed the total of its net profits of that year combined with its retained net profits of the preceding two years. The amount available for dividends in 2017 is this year's net income plus $13.6 million.

On January 9, 2009 the Company issued $25 million in Fixed Rate Cumulative Perpetual Preferred Stock, Series A, by the U.S. Treasury under the Capital Purchase Program ("the CPP Shares"). The CPP Shares qualified as Tier 1 capital on the Company's books for regulatory purposes and ranked senior to the Company's common stock and senior or at an equal level in the Company's capital structure to any other shares of preferred stock the Company may issue in the future. In three separate transactions in 2012 and 2013, the Company repurchased all of the CPP shares from the Treasury.

Incident to such issuance of the CPP shares, the Company issued to the Treasury warrants (the "Warrants") to purchase up to 225,904 shares of the Company's common stock at a price per share of $16.60 (subject to adjustment). The Warrants (and any shares of common stock issuable pursuant to the Warrants) are freely transferable by Treasury to third parties. The Warrants have a term of ten years and could be exercised by Treasury or a subsequent holder at any time or from time to time during

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their term. To the extent they had not previously been exercised, the Warrants will expire after ten years. The Warrants were unchanged as a result of the CPP Shares repurchase transactions.

Financial institution regulators have established guidelines for minimum capital ratios for banks and bank holding companies. The net unrealized gain or loss on available-for-sale securities is generally not included in computing regulatory capital. During the first quarter of 2015, the Company adopted the new Basel III regulatory capital framework as approved by the federal banking agencies. The adoption of this new framework modified the calculation of the various capital ratios, added a new ratio, common equity tier 1, and revised the adequately and well capitalized thresholds. Additionally, under the new rule, in order to avoid limitations on capital distributions, including dividend payments, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer is being phased in from 0.0% for 2015 to 2.50% by 2019. The amounts shown below as the adequately capitalized ratio plus capital conservation buffer include the fully phased-in 2.50% buffer.

The Company met each of the well-capitalized ratio guidelines at June 30, 2017. The following tables indicate the capital ratios for the Bank and the Company at June 30, 2017 and December 31, 2016.



As of June 30, 2017	Leverage		Tier 1		Common Equity Tier 1		Total Risk-Based
Bank	8.35	%	14.16	%	14.16	%	15.20	%
Company	8.42	%	14.29	%	14.29	%	15.33	%
Adequately capitalized ratio	4.00	%	6.00	%	4.50	%	8.00	%
Adequately capitalized ratio plus capital conservation buffer	4.00	%	8.50	%	7.00	%	10.50	%
Well capitalized ratio (Bank only)	5.00	%	8.00	%	6.50	%	10.00	%



As of December 31, 2016	Leverage		Tier 1		Common Equity Tier 1		Total Risk-Based
Bank	8.63	%	14.50	%	14.50	%	15.55	%
Company	8.71	%	14.64	%	14.64	%	15.69	%
Adequately capitalized ratio	4.00	%	6.00	%	4.50	%	8.00	%
Adequately capitalized ratio plus capital conservation buffer	4.00	%	8.50	%	7.00	%	10.50	%
Well capitalized ratio (Bank only)	5.00	%	8.00	%	6.50	%	10.00	%

Off-Balance Sheet Financial Instruments and Contractual Obligations

Derivative Financial Instruments Designated as Hedges

As part of its overall asset and liability management strategy, the Company periodically uses derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. The Company's interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets and/or liabilities so that change in interest rates does not have a significant adverse effect on net interest income. Derivative instruments that Management periodically uses as part of its interest rate risk management strategy may include interest rate swap agreements, interest rate floor agreements, and interest rate cap agreements.

At June 30, 2017, the Company had two outstanding, off-balance sheet, derivative instruments. These derivative instruments were interest rate swap agreements, with notional principal amounts totaling $50.0 million and an unrealized gain of $1.6 million. The notional amounts and net unrealized gain (loss) of the financial derivative instruments do not represent exposure to credit loss. The Company is exposed to credit loss only to the extent the counter-party defaults in its responsibility to pay interest under the terms of the agreements. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that Management believes to be creditworthy and by limiting the amount of exposure to each

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counter-party. At June 30, 2017, the Company’s derivative instrument counterparties were credit rated “A” by the major credit rating agencies. The interest rate swap agreements were entered into by the Company to limit its exposure to rising interest rates and were designated as cash flow hedges.

Contractual Obligations

The following table sets forth the contractual obligations of the Company as of June 30, 2017:



Dollars in thousands	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Borrowed funds	$	282,277	$	157,154	$	65,000	$	10,000	$	50,123
Operating leases	320		134		128		31		27
Certificates of deposit	527,494		365,669		97,248		64,577		—
Total	$	810,091	$	522,957	$	162,376	$	74,608	$	50,150
Total loan commitments and unused lines of credit	$	179,858	$	179,858	$	—	$	—	$	—

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Market-Risk Management

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. The First Bancorp, Inc.'s market risk is composed primarily of interest rate risk. The Bank's Asset/Liability Committee (ALCO) is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk. All guidelines and policies established by ALCO have been approved by the Board of Directors.

Asset/Liability Management

The primary goal of asset/liability management is to maximize net interest income within the interest rate risk limits set by ALCO. Interest rate risk is monitored through the use of two complementary measures: static gap analysis and earnings simulation modeling. While each measurement has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships.

Static gap analysis measures the amount of repricing risk embedded in the balance sheet at a point in time. It does so by comparing the differences in the repricing characteristics of assets and liabilities. A gap is defined as the difference between the principal amount of assets and liabilities that reprice within a specified time period. The Company's cumulative one-year gap at June 30, 2017 was +2.05% of total assets compared to +0.77% of total assets at December 31, 2016. Core deposits with non-contractual maturities are presented based upon historical patterns of balance attrition and pricing behavior, which are reviewed at least annually.

The gap repricing distributions include principal cash flows from residential mortgage loans and mortgage-backed securities in the time frames in which they are expected to be received. Mortgage prepayments are estimated by applying industry median projections of prepayment speeds to portfolio segments based on coupon range and loan age.

A summary of the Company's static gap, as of June 30, 2017, is presented in the following table:



	0-90				90-365			1-5			5+
Dollars in thousands	Days				Days			Years			Years
Investment securities at amortized cost (HTM) and fair value (AFS)	$	34,125			$	60,148		$	217,898		$	240,098
Restricted stock, at cost	11,275				—			—			1,036
Loans held for sale	—				—			—			865
Loans	408,389				164,721			403,706			143,849
Other interest-earning assets	—				22,577			—			—
Non-rate-sensitive assets	8,586				—			—			78,378
Total assets	462,375				247,446			621,604			464,226
Interest-bearing deposits	352,622				155,670			197,010			475,788
Borrowed funds	127,154				80,000			75,000			123
Non-rate-sensitive liabilities and equity	(48,100		)		5,700			82,350			292,334
Total liabilities and equity	431,676				241,370			354,360			768,245
Period gap	$	30,699			$	6,076		$	267,244		$	(304,019	)
Percent of total assets	1.71			%	0.34		%	14.88		%	(16.93		)	%
Cumulative gap (current)	$	30,699			$	36,775		$	304,019		$	—
Percent of total assets	1.71			%	2.05		%	16.93		%	—			%

The earnings simulation model forecasts capture the impact of changing interest rates on one-year and two-year net interest income. The modeling process calculates changes in interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company's balance sheet. None of the assets used in the simulation are held for trading purposes. The modeling is done for a variety of scenarios that incorporate changes in the absolute level of interest rates as well as basis risk, as represented by changes in the shape of the yield curve and changes in interest rate relationships. Management evaluates the effects on income of alternative interest rate scenarios against earnings in a stable interest rate environment. This analysis is also most useful in determining the short-run earnings exposures to changes in customer behavior involving loan payments and deposit additions and withdrawals.

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The Company's most recent simulation model projects net interest income would decrease by approximately 0.05% of stable-rate net interest income if short-term rates affected by Federal Open Market Committee actions fall gradually by one percentage point over the next year, and decrease by approximately 3.36% if rates rise gradually by two percentage points. Both scenarios are well within ALCO's policy limit of a decrease in net interest income of no more than 10.0% given a 2.0% move in interest rates, up or down. Management believes this reflects a reasonable interest rate risk position. In year two, and assuming no additional movement in rates, the model forecasts that net interest income would be higher than that earned in a stable rate environment by 1.28% in a falling-rate scenario, and lower than that earned in a stable rate environment by 4.48% in a rising rate scenario, when compared to the year-one base scenario. A summary of the Bank's interest rate risk simulation modeling, as of June 30, 2017 and December 31, 2016 is presented in the following table:



Changes in Net Interest Income	June 30, 2017	December 31, 2016
Year 1
Projected change if rates decrease by 1.0%	-0.05%	-0.38%
Projected change if rates increase by 2.0%	-3.36%	-3.06%
Year 2
Projected change if rates decrease by 1.0%	1.28%	0.48%
Projected change if rates increase by 2.0%	-4.48%	1.18%

This dynamic simulation model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. Loans and deposits are projected to maintain stable balances. All maturities, calls and prepayments in the securities portfolio are assumed to be reinvested in similar assets. Mortgage loan prepayment assumptions are developed from industry median estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning. Non-contractual deposit volatility and pricing are assumed to follow historical patterns. The sensitivities of key assumptions are analyzed annually and reviewed by ALCO.

This sensitivity analysis does not represent a Company 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, 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, the Company cannot make any assurances as to the predictive ability of these assumptions, including how customer preferences or competitor influences might change.

Interest Rate Risk Management

A variety of financial instruments can be used to manage interest rate sensitivity. These may include investment securities, interest rate swaps, and interest rate caps and floors. Frequently called interest rate derivatives, interest rate swaps, caps and floors have characteristics similar to securities but possess the advantages of customization of the risk-reward profile of the instrument, minimization of balance sheet leverage and improvement of liquidity. As of June 30, 2017, the Company was using interest rate swaps for interest rate risk management.

The Company engages an independent consultant to periodically review its interest rate risk position, as well as the effectiveness of simulation modeling and reasonableness of assumptions used. As of June 30, 2017, there were no significant differences between the views of the independent consultant and Management regarding the Company's interest rate risk exposure. As a result of recent statements made by the Federal Open Market Committee, Management expects that short-term interest rates may increase sometime in the next one-to-three quarters and believes that the current level of interest rate risk is acceptable.

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Item 4: Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2017, the end of the quarter covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. 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 reasonable assurance of achieving the desired control objectives, and the Company's management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There was no change in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. The Company reviews its disclosure controls and procedures, which may include its internal controls over financial reporting on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company's systems evolve with its business.

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Part II – Other Information

Item 1 – Legal Proceedings

The Company was not involved in any legal proceedings requiring disclosure under Item 103 of Regulation S-K during the reporting period.

Item 1A – Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company's Form 10-K for the year ended December 31, 2016.

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

a. None

b. None

c. The Company made the following repurchases of its common stock in the six months ended June 30, 2017:



Month	Shares Purchased	Average Price Per Share	Total shares purchased as part of publicly announced repurchase plans	Maximum number of shares that may be purchased under the plans
January 2017	668	28.91	—	—
February 2017	52	27.53	—	—
March 2017	4,538	27.47	—	—
April 2017	—	—	—	—
May 2017	75	25.49	—	—
June 2017	—	—	—	—
	5,333	27.35

Item 3 – Default Upon Senior Securities

None.

Item 4 – Other Information

A. None.

B. None.

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Item 5 – Exhibits

Exhibit 2.1 Agreement and Plan of Merger With FNB Bankshares Dated August 25, 2004, incorporated by reference to Exhibit 2.1 to the Company's Form 8-K dated August 25, 2004, filed under item 1.01 on August 27, 2004.

Exhibit 3.1 Conformed Copy of the Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed under item 5.03 on October 7, 2004).

Exhibit 3.2 Amendment to the Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed under item 5.03 on May 1, 2008).

Exhibit 3.3 Amendment to the Registrant's Articles of Incorporation (incorporated by reference to the Definitive Proxy Statement for the Company's 2008 Annual Meeting filed on March 14, 2008).

Exhibit 3.4 Amendment to the Registrant's Articles of Incorporation authorizing issuance of preferred stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 29, 2008).

Exhibit 3.5 Conformed Copy of the Company's Bylaws (incorporated by reference to Exhibit 3.5 to the Company's Form 10-K filed March 9, 2017).

Exhibit 10.1(a) Specimen Split Dollar Agreement entered into with Mr. McKim with a death benefit of $250,000. Incorporated by reference to Exhibit 10.3(a) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.

Exhibit 10.1(b) Specimen Amendment to Split Dollar Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.3(b) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.

Exhibit 10.2 Specimen Amendment to Supplemental Executive Retirement Plan entered into with Messrs. Daigneault and Ward changing the normal retirement age to receive the full benefit under the Plan from age 65 to age 63, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on December 30, 2008.

Exhibit 10.3 Purchase and Assumption Agreement between the Bank and Camden National Bank for the purchase of a bank branch, loans and deposits at 63 Union Street in Rockland, Maine, attached as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012.

Exhibit 10.4 Purchase and Sale Agreement between the Bank and Camden National Bank for the purchase of a bank building at 145 Exchange Street in Bangor, Maine, attached as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012.

Exhibit 10.5 Underwriting agreement for a public common stock offering between the Company and Keefe, Bruyette & Woods, Inc., a Stifel Company, incorporated by reference to Exhibit 1 to the Company's Form 8-K filed under item 1.01 on March 26, 2013.

Exhibit 10.6 Letter Agreement between the Company and the United States Treasury, dated March 27, 2013, to repurchase $2.5 million of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on March 28, 2013.

Exhibit 10.7 Letter Agreement between the Company and the United States Treasury, dated May 8, 2013, to repurchase $10.0 million of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on March 28, 2013.

Exhibit 10.8 Specimen Deferred Compensation Agreement entered into with Mr. Daigneault, referenced in the Company's Form 8-K filed under item 5.02 on September 30, 2014.

Exhibit 14.1 Code of Ethics for Senior Financial Officers, adopted by the Board of Directors on September 19, 2003. Incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on March 15, 2006.

Exhibit 14.2 Code of Business Conduct and Ethics, adopted by the Board of Directors on April 15, 2004. Incorporated by reference to Exhibit 14.2 to the Company's Annual Report on Form 10-K filed on March 15, 2006.

Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Rule 13A-14(A) of The Securities Exchange Act of 1934

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13A-14(A) of The Securities Exchange Act of 1934

Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

Exhibit 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

Exhibit 101.INS XBRL Instance Document

Exhibit 101.SCH XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document

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Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.DEF XBRL Taxonomy Extension Definitions Linkbase

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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.

THE FIRST BANCORP, INC.

/s/ Tony C. McKim

Tony C. McKim

President & Chief Executive Officer

Date: August 9, 2017

/s/ F. Stephen Ward

F. Stephen Ward

Executive Vice President & Chief Financial Officer

Date: August 9, 2017

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