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美國
證券交易委員會
華盛頓特區20549
表格 10-Q
☒ 根據《證券交易法》第13或15(d)條規定提交的季度報告書
證券交易所法案(1934年)
截至季度結束日期的財務報告2024年9月30日
或者
☐ 根據《證券法》第13或15(d)部分的過渡報告
證券交易所法案(1934年)
委員會文件編號。001-13227
康登國家公司ORATION
(根據其章程規定的註冊人準確名稱)
 
緬因州01-0413282
（國家或其他管轄區的（IRS僱主
公司成立或組織）唯一識別號碼）
  
2 Elm 街CAMDEN我本人04843
，（主要行政辦公地址）(郵政編碼)
 
註冊人電話號碼，包括區號:  (207) 236-8821

在法案第12(b)條的規定下注冊的證券：
每一類的名稱交易標誌在其上註冊的交易所的名稱
普通股，無面值CAC納斯達克股票市場有限責任公司
 
請通過複選標記表示，註冊人（1）是否在過去12個月內已提交證券交易所法案第13或15（d）條規定的所有報告（或對於註冊人需要提交此類報告的更短期間），以及（2）在過去90天內是否都需要遵守這些提交要求。
 
Yes x 沒有 ¨
 
在檢查標記中表明註冊人是否已經在過去的12個月內（或者爲註冊人需要提交這些文件的較短期間）根據S-T法規405規定，遞交了每個互動數據文件。
 
Yes x 沒有 ¨
 
請用勾選標記指示註冊者是大型加速申報人、加速申報人、非加速申報人還是較小的報告公司。請查閱《交易所法》規則120億.2中「大型加速申報人」、「加速申報人」和「較小的報告公司」的定義。(選擇一項)：
 
大型加速報告人☐加速文件提交人☒
非加速文件提交人☐較小的報告公司☐
新興成長公司☐

如果是新興成長型公司，請通過勾選標記指示，表明註冊者選擇不使用根據《交易所法》第13(a)條規定提供的任何新的或修訂的會計準則所規定的延長過渡期。 ¨


 
請在複選標誌處註明公司是否爲殼公司（根據交易所法令第12b-2條的定義）。
 
是的 ☐ 沒有 ☒

指明每個發行人普通股類別的流通股數，截至最新實際日期：
2024年10月31日的未償還款項：普通股（無面值） 14,577,218股份。


卡姆登國家銀行

 2024年9月30日結束的第三季度10-Q表格
報告中所需的信息目錄

  頁碼
第I部分財務信息 
項目1。基本報表 
 
基本報表控件（未經審計）- 2024年9月30日和2023年12月31日
 
基本報表利潤表（未經審計）- 截至2024年9月30日和2023年的三個月和九個月
 
基本報表綜合收益（損失）表（未經審計）- 截至2024年9月30日和2023年的三個月和九個月
 
基本報表股東權益變動表（未經審計）- 截至2024年9月30日和2023年的三個月和九個月
 
未經審計的合併現金流量表- 2024年和2023年截至9月30日的九個月
 未經審計的合併財務報表附註
ITEm 2.
管理層對財務狀況和業務成果的討論和分析
項目3。關於市場風險的定量和定性披露
項目4。控制和程序
第二部分.其他信息 
項目1。法律訴訟
項目1A.風險因素
ITEm 2.非註冊股票的銷售和使用收益
項目3。高級證券違約
項目4。礦井安全披露
第5項其他信息
項目6。展示
簽名
2

第一部分 財務信息

項目1。基本報表

資產負債表
(未經審計)
(除股票數量外，單位：千)九月三十日,
2024		12月31日,
2023
資產  
現金和存放在銀行的款項$69,493 $77,649 
在其他銀行的利息存款（包括受限現金）70,019 22,155 
現金、現金等價物和受限制的現金總額139,512 99,804 
投資：  
交易證券5,141 4,647 
可供出售證券，按公允價值計量（攤餘成本爲$664,768 和 $702,937）
603,211 625,808 
持有至到期投資，按攤餘成本計量（公允價值爲$500,619 和 $510,595）
526,251 544,931 
其他投資22,513 15,394 
投資合計1,157,116 1,190,780 
按公允價值計量的可供出售貸款（賬面價值 $11,607 和 $10,152）
11,706 10,320 
貸款4,116,729 4,098,094 
減：貸款信用減值準備(35,414)(36,935)
淨貸款4,081,315 4,061,159 
商譽94,697 94,697 
核心存款無形資產554 971 
銀行持有人壽保險 103,587 101,501 
資產和設備淨值35,776 35,049 
遞延所得稅資產37,703 42,226 
其他83,214 77,999 
資產總額$5,745,180 $5,714,506 
負債及股東權益  
負債  
存款：  
非利息支票帳戶$940,702 $967,750 
利息支票帳戶1,445,828 1,553,787 
儲蓄和貨幣市場1,466,541 1,364,401 
定期存單553,481 609,503 
經紀存款168,674 101,919 
存款總額4,575,226 4,597,360 
短期借款516,336 485,607 
初級次級債券44,331 44,331 
應計利息及其他負債79,387 92,144 
負債合計5,215,280 5,219,442 
承諾和事項（注8）
股東權益  
普通股，no股份流通數（2024年2月3日和2023年4月29日分別爲40,000,000股份，截止2023年7月1日和2022年12月31日已發行並流通 14,577,218 和 14,565,952 分別爲2024年9月30日和2023年12月31日
116,072 115,602 
保留盈餘500,927 481,014 
累計其他綜合損失(87,099)(101,552)
股東權益合計529,900 495,064 
負債和股東權益總計$5,745,180 $5,714,506 







附註是這些合併財務報表的一部分。
3

綜合利潤表
(未經審計)
三個月結束
九月三十日,		九個月結束
九月三十日,
(以千爲單位，除股數和每股數據外)2024202320242023
利息收入  
貸款利息和費用$55,484 $50,115 $160,615 $144,092 
投資的應稅利息
6,622 5,814 20,456 17,629 
投資的免稅利息462 748 1,388 2,273 
股息收入389 302 1,222 788 
其他利息收入764 690 2,385 1,667 
總利息收入63,721 57,669 186,066 166,449 
利息費用    
贖回Baskets的日元數量。如果Trust的日元被提取以支付Trust的開支，需要創建籃子或在籃子贖回時發生的，用於表示Baskets的日元數量的代幣的日元數量可能會隨着時間的推移而逐漸減少。25,051 20,969 72,398 56,046 
借款利息4,549 3,577 15,032 9,249 
次級優先債券上的利息534 539 1,592 1,600 
總利息支出30,134 25,085 89,022 66,895 
淨利息收入33,587 32,584 97,044 99,554 
信貸損失的撥備（貸項）239 (574)(1,213)1,531 
信貸損失準備金調整後的淨利息收入33,348 33,158 98,257 98,023 
非利息收入    
借記卡收入3,169 3,130 9,104 9,147 
存款帳戶服務費2,168 2,040 6,308 5,737 
Income from fiduciary services1,817 1,641 5,436 5,016 
券商和保險佣金1,414 1,217 4,094 3,462 
銀行擁有的人壽保險709 644 2,086 1,849 
按揭銀行收入，淨額973 583 2,297 1,889 
證券出售的淨損失 — (5,335)— (5,335)
其他收入1,156 1,152 3,048 3,283 
總非利息收入11,406 5,072 32,373 25,048 
非利息支出    
薪水和員工福利16,545 14,744 48,100 44,605 
傢俱、設備和數據處理3,578 3,382 10,704 9,772 
淨租賃成本1,890 1,804 5,941 5,735 
借記卡支出1,368 1,318 3,943 3,781 
27,966788 897 2,797 3,327 
監管評估784 861 2,454 2,574 
併購成本
727 — 727 — 
核心存款無形資產攤銷139 148 417 444 
其他房地產擁有成本（回收）淨額
94 (34)151 (25)
其他支出2,987 3,087 8,338 9,302 
非利息支出總額28,900 26,207 83,572 79,515 
稅前收入15,854 12,023 47,058 43,556 
所得稅費用2,781 2,236 8,720 8,653 
淨利潤$13,073 $9,787 $38,338 $34,903 
每股數據    
基本每股收益$0.90 $0.67 $2.63 $2.39 
攤薄每股收益$0.90 $0.67 $2.62 $2.39 
每股分紅派息: 0.24 $0.42 $0.42 $1.26 $1.26 
加權平均股份在外14,575,550 14,556,057 14,579,195 14,564,431 
加權平均攤薄流通股數14,645,675 14,597,649 14,643,029 14,607,031 





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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In thousands)2024202320242023
Net Income$13,073 $9,787 $38,338 $34,903 
Other comprehensive income (loss): 
Net change in fair value of debt securities, net of tax18,959 (11,399)16,060 (7,689)
Net change in fair value of cash flow hedging derivatives, net of tax (4,821)

3,130 

(1,590)

3,452 
Net change in other comprehensive income for supplemental executive retirement plan and other postretirement benefit plan, net of tax(6)(5)(17)(16)
Other comprehensive income (loss)14,132 (8,274)14,453 (4,253)
Comprehensive Income$27,205 $1,513 $52,791 $30,650 
 










































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

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
Three Months Ended
 Common StockRetained
Earnings		Accumulated
Other Comprehensive
Income (Loss)		Total Shareholders’
Equity
(In thousands, except number of shares and per share data)
Shares
Outstanding		Amount
Balance at June 30, 2023
14,554,778 $114,302 $475,008 $(121,934)$467,376 
Net income— — 9,787 — 9,787 
Other comprehensive loss, net of tax— — — (8,274)(8,274)
Stock-based compensation expense— 543 — — 543 
Issuance of vested share awards, net of repurchase for tax withholdings3,359 (3)— — (3)
Cash dividends declared ($0.42 per share)
— — (6,131)— (6,131)
Balance at September 30, 202314,558,137 $114,842 $478,664 $(130,208)$463,298 
Balance at June 30, 2024
14,569,262 $115,543 $493,974 $(101,231)$508,286 
Net income— — 13,073 — 13,073 
Other comprehensive income, net of tax— — — 14,132 14,132 
Stock-based compensation expense— 623 — — 623 
Issuance of vested share awards, net of repurchase for tax withholdings7,956 (94)— — (94)
Cash dividends declared ($0.42 per share)
— — (6,120)— (6,120)
Balance at September 30, 202414,577,218 $116,072 $500,927 $(87,099)$529,900 


Nine Months Ended
 Common StockRetained
Earnings		Accumulated
Other Comprehensive
Income (Loss)		Total Shareholders’
Equity
(In thousands, except number of shares and per share data)
Shares
Outstanding		Amount
Balance at December 31, 2022
14,567,325 $115,069 $462,164 $(125,955)$451,278 
Net income— — 34,903 — 34,903 
Other comprehensive loss, net of tax
— — — (4,253)(4,253)
Stock-based compensation expense— 1,950 — — 1,950 
Issuance of vested share awards, net of repurchase for tax withholdings56,504 (177)— — (177)
Common stock repurchased(65,692)(2,000)— — (2,000)
Cash dividends declared ($1.26 per share)
— — (18,403)— (18,403)
Balance at September 30, 2023
14,558,137 $114,842 $478,664 $(130,208)$463,298 
Balance at December 31, 202314,565,952 $115,602 $481,014 $(101,552)$495,064 
Net income— — 38,338 — 38,338 
Other comprehensive income, net of tax— — — 14,453 14,453 
Stock-based compensation expense— 2,325 — — 2,325 
Issuance of vested share awards, net of repurchase for tax withholdings61,266 (209)— — (209)
Common stock repurchased(50,000)(1,646)— — (1,646)
Cash dividends declared ($1.26 per share)
— — (18,425)— (18,425)
Balance at September 30, 2024
14,577,218 $116,072 $500,927 $(87,099)$529,900 











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

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Nine Months Ended
September 30,
(In thousands)20242023
Operating Activities  
Net Income$38,338 $34,903 
Adjustments to reconcile net income to net cash provided by operating activities:  
Originations of mortgage loans held for sale(158,787)(143,277)
Proceeds from the sale of mortgage loans158,867 138,429 
Gain on sale of mortgage loans, net of origination costs(1,535)(1,191)
(Credit) provision for credit losses
(1,213)1,531 
Depreciation and amortization expense2,453 2,465 
Investment securities amortization and accretion, net1,346 3,653 
Stock-based compensation expense2,325 1,950 
Amortization of core deposit intangible assets417 444 
Purchase accounting accretion, net(78)(110)
Net loss on sale of investment securities
— 5,335 
Net (decrease) increase in derivative collateral posted
(10,360)32,690 
Increase in other assets(15,328)(3,277)
Increase in other liabilities1,300 5,260 
Net cash provided by operating activities17,745 78,805 
Investing Activities 
Proceeds from maturities of available-for-sale debt securities
63,336 55,565 
Proceeds from sales of available-for-sale debt securities
— 61,343 
Purchase of available-for-sale debt securities(26,012)(31,611)
Proceeds from maturities and recoveries of held-to-maturity securities
23,975 18,557 
Purchase of held-to-maturity securities— (20,981)
Net increase in loans(16,755)(57,848)
Purchase of Federal Home Loan Bank stock(16,959)(27,377)
Proceeds from sale of Federal Home Loan Bank stock9,840 25,631 
Purchase of premises and equipment(3,544)(1,730)
Net cash provided by investing activities
33,881 21,549 
Financing Activities
Net decrease in deposits
(22,134)(148,523)
Net proceeds from borrowings less than 90 days
165,729 204,964 
Proceeds from the Bank Term Funding Program
90,000 — 
Repayment of Bank Term Funding Program
(225,000)— 
Common stock repurchases(1,646)(2,000)
Issuance of restricted stock, net of repurchase for tax withholdings
(209)(177)
Cash dividends paid on common stock(18,416)(18,406)
Finance lease payments(242)(125)
Net cash (used in) provided by financing activities(11,918)35,733 
Net increase in cash, cash equivalents and restricted cash
39,708 136,087 
Cash, cash equivalents, and restricted cash at beginning of period99,804 75,427 
Cash, cash equivalents and restricted cash at end of period$139,512 $211,514 
Supplemental information 
Interest paid$88,240 $65,798 
Income taxes paid8,596 8,845 
Cash dividends declared, not paid6,140 6,131 
Change in fair value hedges presented within residential real estate loans and other assets
(2,631)9,095 






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

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION
 
The accompanying unaudited consolidated interim financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated statements of condition of Camden National Corporation (the "Company") as of September 30, 2024 and December 31, 2023, the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023, the consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023, the consolidated statements of changes in shareholders' equity for the three and nine months ended September 30, 2024 and 2023, and the consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023. The consolidated financial statements include the accounts of the Company and Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company (which includes the consolidated accounts of Healthcare Professional Funding Corporation ("HPFC") and Property A, Inc.). All intercompany accounts and transactions have been eliminated in consolidation. Assets held by the Bank in a fiduciary capacity, through Camden National Wealth Management, a division of the Bank, are not assets of the Company and, therefore, are not included in the consolidated statements of condition. The Company also owns 100% of the common stock of Camden Capital Trust A and Union Bankshares Capital Trust I. These entities are unconsolidated subsidiaries of the Company. Certain reclassifications may have been made to prior period amounts to conform to the current period presentation. Any such reclassifications did not impact net income or shareholders' equity as previously reported. Net income reported for the three and nine months ended September 30, 2024, is not necessarily indicative of the results that may be expected for the full year. The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

The acronyms, abbreviations and definitions identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The following is provided to aid the reader and provide a reference page when reviewing these sections of the Form 10-Q.
AcronymDescriptionAcronymDescription
AFS:
Available-For-Sale
FHLBB:Federal Home Loan Bank of Boston
ALCO:Asset/Liability CommitteeFRB:Board of Governors of the Federal Reserve System
ACL:
Allowance for Credit Losses
GAAP:
Generally Accepted Accounting Principles in the United States
AOCI:
Accumulated Other Comprehensive Income (Loss)
HTM:
Held-To-Maturity
ASC:Accounting Standards CodificationManagement ALCO:Management Asset/Liability Committee
ASU:Accounting Standards UpdateMBS:
Mortgage-Backed Security
Bank:Camden National Bank, a wholly-owned subsidiary of Camden National CorporationN/A:
Not Applicable
Board ALCO:Board of Directors' Asset/Liability Committee
NFI
Northway Financial, Inc.
BTFP:
Bank Term Funding Program, introduced by the Federal Reserve Bank in March 2023
N.M.:
Not Meaningful
CDs:
Certificate of Deposits
OCC:Office of the Comptroller of the Currency
Company:Camden National CorporationOCI:
Other Comprehensive Income (Loss)
CMO:
Collateralized Mortgage Obligation
OREO:
Other Real Estate Owned
EPS:
Earnings Per Share
SBA:U.S. Small Business Administration
FASB:Financial Accounting Standards BoardSBA PPP:U.S. Small Business Administration Paycheck Protection Program
FDIC:Federal Deposit Insurance CorporationSERP:
Supplemental Executive Retirement Plans
FHLB:Federal Home Loan BankTDR:
Troubled-Debt Restructured Loan
FHLBB:Federal Home Loan Bank of BostonU.S:United States of America
8


NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

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

ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The FASB issued ASU 2023-09 to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is to be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024 with early adoption permitted. ASU 2023-09 will impact income tax disclosures, and the Company does not expect a material impact to the Company’s consolidated financial statements.

NOTE 3 – BUSINESS COMBINATIONS

On September 10, 2024, the Company announced the signing of a definitive agreement and plan of merger pursuant to which the Company will acquire Northway Financial, Inc. (“NFI”) in an all-stock transaction valued at approximately $86.6 million based on the Company’s common stock closing price of $37.90 on September 9, 2024, the trading day immediately preceding the merger announcement. NFI is the parent company of Northway Bank, a New Hampshire state-chartered bank, with 16 Northway branches in New Hampshire. The merger will allow the Company to build upon its presence in New England.

Under the terms of the merger agreement, shareholders of NFI will receive 0.83 shares of the Company’s common stock for each share of NFI common stock, and the merger is expected to qualify as a tax-free reorganization. Based on the closing price of the Company’s common stock on September 9, 2024 of $37.90, the implied merger consideration that an NFI shareholder would be entitled to receive for each share of NFI common stock owned would be $31.46.

The transaction has been approved unanimously by the Boards of Directors of both the Company and NFI. Completion of the merger is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of NFI. NFI will host a special meeting for its shareholders on December 17, 2024, in order to seek approval of the transaction, which is expected to close in the first quarter of 2025.

Upon completion of the merger, the company approximates total assets, loans and deposits of the combined consolidated entities will be $7.0 billion, $5.1 billion and $5.5 billion, as of June 30, 2024, respectively.

In conjunction with the due diligence and announcement of the planned merger with NFI, for the three and nine months ended September 30, 2024, the Company incurred $727,000 of certain non-recurring merger-related expenses including legal and professional fees and other expenses. These non-recurring expenses are presented as merger and acquisition costs within non-interest expense on the consolidated statements of income.

NOTE 4 – INVESTMENTS

Trading Securities

Trading securities are reported on the Company's consolidated statements of condition at fair value. As of September 30, 2024 and December 31, 2023, the fair value of the Company's trading securities was $5.1 million and $4.6 million, respectively. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company's deferred compensation plan for eligible employees and directors.

9

AFS Debt Securities

AFS debt securities are reported on the Company's consolidated statements of condition at fair value. The following table summarizes the amortized cost, estimated fair value, and unrealized gains (losses) of AFS debt securities, as of the dates indicated:
(In thousands)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
September 30, 2024    
Obligations of states and political subdivisions$5,424 $1 $(50)$5,375 
MBS issued or guaranteed by U.S. government-sponsored enterprises
497,174 1,011 (54,476)443,709 
CMO issued or guaranteed by U.S. government-sponsored enterprises
140,490 917 (7,523)133,884 
Corporate bonds21,680 8 (1,445)20,243 
Total AFS debt securities$664,768 $1,937 $(63,494)$603,211 
December 31, 2023    
Obligations of states and political subdivisions$6,429 $1 $(44)$6,386 
MBS issued or guaranteed by U.S. government-sponsored enterprises525,439 630 (65,978)460,091 
CMO issued or guaranteed by U.S. government-sponsored enterprises149,387 1,161 (9,537)141,011 
Corporate bonds21,682 1 (3,363)18,320 
Total AFS debt securities$702,937 $1,793 $(78,922)$625,808 

As of September 30, 2024 and December 31, 2023, there was no allowance carried on AFS debt securities.

In 2022, the Company transferred securities with a fair value of $520.3 million from AFS to HTM. The unrealized losses on the AFS debt securities at the time of transfer were $72.1 million, pre-tax, and were reported within AOCI. These unrealized losses are being amortized over the remaining life of the securities from AOCI into the HTM securities on the consolidated statements of condition. As of September 30, 2024, the net unrealized losses on the transferred securities reported within AOCI were $43.0 million, net of a deferred tax asset of $11.8 million, and as of December 31, 2023 were $46.9 million, net of a deferred tax asset of $12.8 million.

The net unrealized losses on AFS debt securities reported within AOCI (excluding the aforementioned securities transferred from AFS to HTM) as of September 30, 2024 and December 31, 2023, were $48.3 million, net of a deferred tax asset of $13.2 million and $60.5 million, net of a deferred tax asset of $16.6 million, respectively.
10

The following table presents the Company's AFS debt securities with gross unrealized losses, for which an ACL has not been recorded, segregated by the length of time the securities have been in a continuous loss position, as of the dates indicated:
 Less Than 12 Months12 Months or MoreTotal
(In thousands, except number of holdings)
Number of
Holdings		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
September 30, 2024     
Obligations of states and political subdivisions7 $893 $(7)$2,781 $(43)$3,674 $(50)
MBS issued or guaranteed by U.S. government-sponsored enterprises139 12,094 (19)379,019 (54,457)391,113 (54,476)
CMO issued or guaranteed by U.S. government-sponsored enterprises43 15,489 (90)59,171 (7,433)74,660 (7,523)
Corporate bonds11 — — 19,234 (1,445)19,234 (1,445)
Total AFS debt securities200 $28,476 $(116)$460,205 $(63,378)$488,681 $(63,494)
December 31, 2023      
Obligations of states and political subdivisions6 $2,345 $(6)$1,437 $(38)$3,782 $(44)
MBS issued or guaranteed by U.S. government-sponsored enterprises145 13,474 (23)407,200 (65,955)420,674 (65,978)
CMO issued or guaranteed by U.S. government-sponsored enterprises43 19,620 (45)62,869 (9,492)82,489 (9,537)
Corporate bonds11 — — 17,319 (3,363)17,319 (3,363)
Total AFS debt securities205 $35,439 $(74)$488,825 $(78,848)$524,264 $(78,922)

For the three and nine months ended September 30, 2024 and 2023, the unrealized losses on the Company's AFS debt securities have not been recognized into income because management does not intend to sell, and it is not more-likely-than-not it will be required to sell, any of the AFS debt securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in interest rates and other market conditions and were not reflective of credit events. Agency-backed and government-sponsored enterprise securities have a long history of no credit losses, including during times of severe stress. The principal and interest payments on agency guaranteed debt is backed by the U.S. government. Government-sponsored enterprises similarly guarantee principal and interest payments and securities backed by government-sponsored enterprises carry an implicit guarantee from the U.S. Department of the Treasury. Additionally, government-sponsored enterprise securities are exceptionally liquid, readily marketable, and provide a substantial amount of price transparency and price parity, indicating a perception of zero credit losses. Municipal debt holdings are comprised only of high credit quality (rated A- or higher) state and municipal obligations. High credit quality state and municipal obligations have a history of zero to near-zero credit loss. Corporate bonds are primarily comprised of investment grade senior notes and senior subordinated notes of other financial institutions.
As of September 30, 2024 and December 31, 2023, total accrued interest receivable on AFS debt securities, which has been excluded from reported amortized cost basis on AFS debt securities, was $1.7 million at each date, and was reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

11

The amortized cost and estimated fair values of the Company's AFS debt securities by contractual maturity as of September 30, 2024, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-related securities are shown in total, as their maturities are highly variable.
(In thousands)Amortized
Cost		Fair
Value
Due in one year or less$— $— 
Due after one year through five years10,944 10,439 
Due after five years through ten years16,160 15,179 
Due after ten years— — 
Subtotal27,104 25,618 
Mortgage-related securities637,664 577,593 
Total$664,768 $603,211 

HTM Debt Securities

HTM debt securities are reported on the Company's consolidated statements of condition at amortized cost. The following table summarizes the amortized cost, estimated fair value and unrealized gains (losses) of HTM debt securities as of the dates indicated:
(In thousands)
Amortized
Cost(1)
Unrealized
Gains		Unrealized
Losses		Fair
Value
September 30, 2024
Obligations of U.S. government-sponsored enterprises$7,695 $— $(329)$7,366 
Obligations of states and political subdivisions56,476 673 (531)56,618 
MBS issued or guaranteed by U.S. government-sponsored enterprises295,229 — (16,269)278,960 
CMO issued or guaranteed by U.S. government-sponsored enterprises147,551 393 (9,731)138,213 
Corporate bonds19,300 933 (771)19,462 
Total HTM debt securities $526,251 $1,999 $(27,631)$500,619 
December 31, 2023
Obligations of U.S. government-sponsored enterprises$7,593 $— $(528)$7,065 
Obligations of states and political subdivisions56,262 1,242 (731)56,773 
MBS issued or guaranteed by U.S. government-sponsored enterprises304,850 — (21,623)283,227 
CMO issued or guaranteed by U.S. government-sponsored enterprises157,118 515 (13,497)144,136 
Corporate bonds19,108 1,377 (1,091)19,394 
Total HTM debt securities$544,931 $3,134 $(37,470)$510,595 
(1)Amortized cost presented above includes unamortized unrealized losses from the aforementioned transfer from AFS to HTM securities that occurred in 2022. As of September 30, 2024 and December 31, 2023, the unamortized unrealized losses on the 2022 transfer included within amortized cost were as follows: (1) $890,000 and $992,000 in obligations of U.S. government-sponsored enterprises, (2) $5.3 million and $5.6 million in obligations of state and political subdivisions, (3) $31.7 million and $34.6 million in MBS, (4) $16.9 million and $18.4 million in CMO, and (5) $62,000 and $85,000 in corporate bonds, respectively.

12

In the first quarter of 2023, the Company wrote-off its $1.8 million Signature Bank corporate bond in response to Signature Bank's failure. The write-off was recorded as a provision on HTM debt securities in the consolidated statements of income. During the first quarter of 2024, the Company sold the Signature Bank corporate bond and recovered $910,000, which was recorded as a credit for credit losses on HTM debt securities in the consolidated statements of income. In addition to writing off the Signature Bank corporate bond in the first quarter of 2023, the Company also wrote-off the bond’s associated accrued interest receivable totaling $8,000 and recorded a reversal of interest income on the consolidated statements of income for the nine months ended September 30, 2023. The following table presents the activity in the ACL on HTM debt securities for the periods indicated:

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Beginning balance
$— $— $— $— 
HTM debt securities recovered (charged-off)
— — 910 (1,838)
(Credit) provision on HTM debt securities
— — (910)1,838 
Ending balance
$— $— $— $— 

The Company evaluated its HTM debt securities with an amortized cost as of September 30, 2024 and December 31, 2023, and determined that the expected credit loss on its HTM portfolio was immaterial, and therefore it did not carry an ACL on the HTM portfolio at either date.

The HTM debt securities portfolio is comprised of the same types of securities as the AFS debt securities portfolio. Refer to the discussion above for considerations of credit risk.

As of September 30, 2024 and December 31, 2023, none of the Company's HTM debt securities were past due or on non-accrual status. The Company did not recognize any interest income on non-accrual HTM debt securities during the three and nine months ended September 30, 2024 and 2023. As of September 30, 2024 and December 31, 2023, total accrued interest receivable on HTM debt securities was $1.5 million and $1.7 million, respectively, and no allowance was provided for. Accrued interest on HTM debt securities is reported within other assets on the consolidated statements of condition and excluded from reported amortized cost.

The amortized cost and estimated fair values of HTM debt securities by contractual maturity as of September 30, 2024 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-related securities are shown in total, as their maturities are highly variable.
(In thousands)Amortized
Cost		Fair
Value
Due in one year or less$501 $499 
Due after one year through five years1,790 1,807 
Due after five years through ten years40,246 40,085 
Due after ten years40,934 41,055 
Subtotal83,471 83,446 
Mortgage-related securities442,780 417,173 
Total$526,251 $500,619 

AFS and HTM Debt Securities Pledged

As of September 30, 2024 and December 31, 2023, AFS and HTM debt securities with an amortized cost of $513.6 million and $675.5 million and estimated fair values of $466.5 million and $607.9 million, respectively, were pledged to secure FHLBB advances, FRB advances, public deposits, and securities sold under agreements to repurchase and for other purposes required or permitted by law.

13

Other Investments

The Company's FHLBB and FRB common stock are reported at cost within other investments on the consolidated statements of condition. The Company evaluates these investments for impairment based on the ultimate recoverability of the par value. The Company did not record any impairment on its FHLBB and FRB stock for the three and nine months ended September 30, 2024 and 2023.
The following table summarizes the Company's investment in FHLBB stock and FRB stock as presented within other investments on the consolidated statements of condition, as of the dates indicated:
(In thousands)September 30,
2024		December 31,
2023
FHLBB$17,140 $10,020 
FRB5,373 5,374 
Total other investments$22,513 $15,394 

NOTE 5 – LOANS AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
 
Loans

The composition of the Company’s loan portfolio, excluding residential loans held for sale, was as follows for the dates indicated:
(In thousands)September 30,
2024		December 31,
2023
Commercial Loans:
Commercial real estate - non-owner-occupied$1,387,593 $1,370,446 
Commercial real estate - owner-occupied320,330 301,860 
Commercial382,507 403,901 
Total commercial loans2,090,430 2,076,207 
Retail Loans:
Residential real estate1,762,395 1,763,378 
Home equity247,968 240,341 
Consumer15,936 18,168 
Total retail loans2,026,299 2,021,887 
Total loans$4,116,729 $4,098,094 
The loan balances for each portfolio segment presented above are net of their respective unamortized fair value mark discount on acquired loans and net of unamortized loan origination costs for the dates indicated:
(In thousands)September 30,
2024		December 31,
2023
Net unamortized loan origination costs$6,807 $7,113 
Net unamortized fair value mark discount on acquired loans(90)(168)
Total$6,717 $6,945 

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

14

Related Party Loans. In the normal course of business, the Bank makes loans to certain officers, directors and their associated companies, under terms that are consistent with the Company's lending policies and regulatory requirements and that do not involve more than the normal risk of collectability or present other unfavorable features. As of September 30, 2024 and December 31, 2023, outstanding loans to certain officers, directors and their associated companies were less than 5% of the Company's shareholders' equity.

Loan Sales

For the three months ended September 30, 2024 and 2023, the Company sold $62.4 million and $66.2 million, respectively, of residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $687,000 and $429,000, respectively. For the nine months ended September 30, 2024 and 2023, the Company sold $157.3 million and $137.2 million, respectively, of residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $1.5 million and $1.2 million, respectively.

As of September 30, 2024 and December 31, 2023, the Company had certain residential mortgage loans with a principal balance of $11.6 million and $10.2 million, respectively, designated as held for sale. The Company has elected the fair value option of accounting for its loans held for sale, and as of September 30, 2024 and December 31, 2023, it had recorded unrealized gains of $99,000 and $168,000, respectively. For the three months ended September 30, 2024 and 2023, the Company recorded the change in unrealized (losses) gains on loans held for sale within mortgage banking income, net, on the Company's consolidated statements of income of ($60,000) and $69,000, respectively. For the nine months ended September 30, 2024 and 2023, the Company recorded the change in unrealized losses on residential mortgage loans held for sale recorded within mortgage banking income, net, on the Company's consolidated statements of income of $69,000 and $49,000, respectively.

The Company has forward delivery commitments with a secondary market investor on each of its loans held for sale as of September 30, 2024 and December 31, 2023. Refer to Note 9 for further discussion of the Company's forward delivery commitments.

ACL on Loans

The Company manages its loan portfolio proactively to effectively identify problem credits and assess trends early, implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continuously reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company monitors and manages credit risk through the following governance structure:
•The Credit Risk and Special Assets teams and the Credit Risk Policy Committee, which is an internal management committee comprised of the Company’s president and chief executive officer and other various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan ratings system.
•The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee comprised of the Company’s president and chief executive officer and other executives and senior managers across business lines, including Accounting and Finance; Credit Underwriting, Credit Risk and Special Assets; Risk and Compliance; Commercial Banking; and Retail Banking. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.
•The Directors' Credit Committee of the Board of Directors reviews large credit exposures, monitors external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, and concentration levels.
•The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Segmentation. For purposes of determining the ACL on loans, the Company disaggregates its loans into portfolio segments. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance. As of September 30, 2024 and December 31, 2023, the Company's loan portfolio segments, as determined based on the unique risk characteristics of each, include the following:
15

Commercial Real Estate - Non-Owner-Occupied. Non-owner-occupied commercial real estate loans are, in substance, all commercial real estate loans that are not categorized by the Company as owner-occupied commercial real estate loans. Non-owner-occupied commercial estate loans are investment properties in which the primary source for repayment of the loan by the borrower is derived from rental income associated with the property or the proceeds of the sale, refinancing, or permanent refinancing of the property. Non-owner-occupied commercial real estate loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, multi-family residential, commercial/retail office space, industrial/warehouse space, hotels, assisted living facilities and other specific use properties. Construction projects are also included within the non-owner-occupied commercial real estate loan segment until they are completed. Commercial real estate loans typically are written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

Commercial Real Estate - Owner-Occupied. Generally, owner-occupied commercial real estate loans are properties that are owned and operated by the borrower, and the primary source for repayment is the cash flow from the ongoing operations and activities conducted by the borrower's business. Owner-occupied commercial real estate loans consist of mortgage loans to finance investments in real property that may include, but are not limited to, commercial/retail office space, restaurants, educational and medical practice facilities and other specific use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

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

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

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

Consumer. Consumer loan products include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, auto loans, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as applicable. Consumer loans may be secured or unsecured.
16

The following table presents the activity in the ACL on loans for the periods indicated:
Commercial Real Estate
(In thousands)Non-Owner-OccupiedOwner- OccupiedCommercialResidential Real EstateHome EquityConsumerTotal
As of or for the Three Months Ended September 30, 2024
Beginning balance, June 30, 2024
$15,268 $2,166 $5,407 $9,571 $2,311 $689 $35,412 
Charge-offs— — (394)— (1)(27)(422)
Recoveries1 — 108 6 5 21 141 
Provision (credit) for loan losses
552 161 (320)(136)(27)53 283 
Ending balance, September 30, 2024
$15,821 $2,327 $4,801 $9,441 $2,288 $736 $35,414 
As of or for the Nine Months Ended
  September 30, 2024
Beginning balance, December 31, 2023$16,581 $2,290 $4,869 $10,254 $2,217 $724 $36,935 
Charge-offs— — (1,157)— (1)(82)(1,240)
Recoveries9 — 270 19 86 28 412 
(Credit) provision for loan losses(769)37 819 (832)(14)66 (693)
Ending balance, September 30, 2024
$15,821 $2,327 $4,801 $9,441 $2,288 $736 $35,414 
As of or for the Three Months Ended September 30, 2023
Beginning balance, June 30, 2023
$16,155 $2,351 $4,795 $10,627 $2,397 $658 $36,983 
Charge-offs— (58)(255)— — (32)(345)
Recoveries17 — 189 5 1 13 225 
Provision (credit) for loan losses
607 (131)(247)(590)(101)6 (456)
Ending balance, September 30, 2023
$16,779 $2,162 $4,482 $10,042 $2,297 $645 $36,407 
As of or for the Nine Months Ended
  September 30, 2023
Beginning balance, December 31, 2022$17,296 $2,362 $5,446 $9,089 $2,225 $504 $36,922 
Charge-offs— (58)(1,101)(18)— (63)(1,240)
Recoveries19 — 352 38 1 27 437 
(Credit) provision for loan losses(536)(142)(215)933 71 177 288 
Ending balance, September 30, 2023
$16,779 $2,162 $4,482 $10,042 $2,297 $645 $36,407 
As of or for the Year Ended
   December 31, 2023
Beginning balance, December 31, 2022$17,296 $2,362 $5,446 $9,089 $2,225 $504 $36,922 
Charge-offs— (58)(1,560)(18)— (91)(1,727)
Recoveries19 — 471 44 1 31 566 
(Credit) provision for loan losses(734)(14)512 1,139 (9)280 1,174 
Ending balance, December 31, 2023$16,581 $2,290 $4,869 $10,254 $2,217 $724 $36,935 

As of September 30, 2024 and December 31, 2023, total accrued interest receivable on loans, which has been excluded from reported amortized cost basis on loans, was $12.7 million at each date, and reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

Credit Concentrations

The Company focuses on maintaining a well-balanced and diversified loan portfolio and imposes internal credit concentration limits that includes consideration of regulatory requirements, which are reviewed quarterly by the Credit Risk Policy Committee. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and commercial real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes. Shifts in portfolio concentrations are monitored. As of September 30, 2024, the Company's total exposure to the lessors of nonresidential buildings' industry (operators of commercial and industrial buildings, retail establishments, theaters, banks and insurance buildings) and lessors of residential buildings' industry (lessors of buildings used as residences, such as single-family homes, apartments and town houses) were 13% and 12% of total loans and 31% and 30% of commercial real estate loans, respectively. There were no other industry exposures exceeding 10% of the Company's total loan portfolio as of September 30, 2024.

17

Credit Quality Indicators

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

•Grade 1 through 6 — Grades 1 through 6 represent groups of loans that are not subject to adverse criticism as defined in regulatory guidance. Loans in these groups exhibit characteristics that represent low to moderate risks, which is measured using a variety of credit risk criteria, such as cash flow coverage, debt service coverage, balance sheet leverage, liquidity, management experience, industry position, prevailing economic conditions, support from secondary sources of repayment and other credit factors that may be relevant to a specific loan. In general, these loans are supported by properly margined collateral and guarantees of principal parties.
•Grade 7 — Loans with potential weakness (Special Mention). Loans in this category are currently protected based on collateral and repayment capacity and do not constitute undesirable credit risk but have potential weakness that may result in deterioration of the repayment process at some future date. This classification is used if a negative trend is evident in the obligor’s financial situation. Special mention loans do not sufficiently expose the Company to warrant adverse classification.
•Grade 8 — Loans with definite weakness (Substandard). Loans classified as substandard are inadequately protected by the current sound worth and paying capacity of the obligor or by collateral pledged. Borrowers experience difficulty in meeting debt repayment requirements. Deterioration is sufficient to cause the Company to look to the sale of collateral.
•Grade 9 — Loans with potential loss (Doubtful). Loans classified as doubtful have all the weaknesses inherent in the substandard grade with the added characteristic that the weaknesses make collection or liquidation of the loan in full highly questionable and improbable. The possibility of some loss is extremely high, but because of specific pending factors that may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.
•Grade 10 — Loans with definite loss (Loss). Loans classified as loss are considered uncollectible. The loss classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the asset because recovery and collection time may be protracted.

The Company periodically reassesses asset quality indicators to reflect appropriately the risk composition of the Company’s loan portfolio. Home equity and consumer loans are not individually risk rated, but rather analyzed as groups taking into account delinquency rates and other economic conditions which may affect the ability of borrowers to meet debt service requirements, including interest rates and energy costs. Performing loans include loans that are current and loans that are past due less than 90 days. Loans that are past due over 90 days and non-accrual loans, including TDRs prior to adoption of ASU 2022-02, are considered non-performing.

Based on the most recent analysis performed, the risk category of loans by portfolio segment by vintage was as follows as of and for the dates indicated:
18

(In thousands)
2024
2023202220212020PriorRevolving Loans
Amortized Cost Basis		Revolving Loans
Converted to Term		Total
As of and for the period ended September 30, 2024
Commercial real estate - non-owner-occupied      
Risk rating
Pass (Grades 1-6)$73,912 $99,529 $300,810 $281,030 $109,669 $477,209 $— $— $1,342,159 
Special mention (Grade 7)— — — — 344 228 — — 572 
Substandard (Grade 8)— 124 25,252 — — 19,486 — — 44,862 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - non-owner-occupied$73,912 $99,653 $326,062 $281,030 $110,013 $496,923 $— $— $1,387,593 
Gross charge-offs for the nine months ended
$— $— $— $— $— $— $— $— $— 
Commercial real estate - owner-occupied      
Risk rating
Pass (Grades 1-6)$36,367 $31,354 $50,539 $72,698 $22,643 $96,053 $— $— $309,654 
Special mention (Grade 7)— — — 2,015 — 136 — — 2,151 
Substandard (Grade 8)— 576 394 192 412 6,951 — — 8,525 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - owner occupied$36,367 $31,930 $50,933 $74,905 $23,055 $103,140 $— $— $320,330 
Gross charge-offs for the nine months ended
$— $— $— $— $— $— $— $— $— 
Commercial
      
Risk rating
Pass (Grades 1-6)$62,704 $29,894 $46,422 $32,722 $19,967 $37,439 $110,424 $35,089 $374,661 
Special mention (Grade 7)418 — — — — 95 — — 513 
Substandard (Grade 8)— 1,129 318 183 165 1,428 1,840 2,270 7,333 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial$63,122 $31,023 $46,740 $32,905 $20,132 $38,962 $112,264 $37,359 $382,507 
Gross charge-offs for the nine months ended
$— $145 $47 $20 $51 $764 $80 $50 $1,157 
Residential Real Estate      
Risk rating
Pass (Grades 1-6)$95,442 $161,383 $515,182 $511,182 $210,721 $263,396 $397 $1,182 $1,758,885 
Special mention (Grade 7)— — — — — — — — — 
Substandard (Grade 8)— — — 780 — 2,730 — — 3,510 
Doubtful (Grade 9)— — — — — — — — — 
Total residential real estate$95,442 $161,383 $515,182 $511,962 $210,721 $266,126 $397 $1,182 $1,762,395 
Gross charge-offs for the nine months ended
$— $— $— $— $— $— $— $— $— 
Home equity
      
Risk rating
Performing$3,586 $14,832 $20,783 $449 $305 $14,086 $177,178 $16,088 $247,307 
Non-performing— — — — — 8 244 409 661 
Total home equity
$3,586 $14,832 $20,783 $449 $305 $14,094 $177,422 $16,497 $247,968 
Gross charge-offs for the nine months ended
$— $— $— $— $— $— $1 $— $1 
Consumer
      
Risk rating
Performing$3,323 $3,748 $3,251 $1,261 $459 $2,139 $1,750 $— $15,931 
Non-performing— — — — — 5 — — 5 
Total consumer
$3,323 $3,748 $3,251 $1,261 $459 $2,144 $1,750 $— $15,936 
Gross charge-offs for the nine months ended
$— $40 $15 $14 $5 $1 $7 $— $82 
19

(In thousands)
2023
2022202120202019PriorRevolving Loans
Amortized Cost Basis		Revolving Loans
Converted to Term		Total
As of and for the year ended December 31, 2023
Commercial real estate - non-owner-occupied
Risk rating:
Pass (Grades 1-6)$103,012 $364,777 $296,152 $146,707 $116,777 $320,101 $— $— $1,347,526 
Special mention (Grade 7)7,997 — — 350 33 3,597 — — 11,977 
Substandard (Grade 8)747 450 — 2,287 114 7,345 — — 10,943 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - non-owner-occupied$111,756 $365,227 $296,152 $149,344 $116,924 $331,043 $— $— $1,370,446 
Gross charge-offs for the year ended
$— $— $— $— $— $— $— $— $— 
Commercial real estate - owner-occupied
Risk rating:
Pass (Grades 1-6)$26,902 $53,550 $76,575 $24,608 $18,728 $89,133 $— $— $289,496 
Special mention (Grade 7)— — 2,355 — — 141 — — 2,496 
Substandard (Grade 8)— 402 320 — — 9,146 — — 9,868 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - owner-occupied$26,902 $53,952 $79,250 $24,608 $18,728 $98,420 $— $— $301,860 
Gross charge-offs for the year ended$— $— $— $— $— $58 $— $— $58 
Commercial
Risk rating:
Pass (Grades 1-6)$41,871 $54,323 $56,102 $24,338 $25,620 $35,442 $119,119 $36,895 $393,710 
Special mention (Grade 7)45 — 152 195 — 101 660 5 1,158 
Substandard (Grade 8)248 588 296 769 955 1,354 2,415 2,408 9,033 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial$42,164 $54,911 $56,550 $25,302 $26,575 $36,897 $122,194 $39,308 $403,901 
Gross charge-offs for the year ended
$— $68 $137 $31 $20 $1,075 $82 $147 $1,560 
Residential Real Estate
Risk rating:
Pass (Grades 1-6)$160,315 $539,835 $540,980 $220,943 $70,917 $226,126 $370 $386 $1,759,872 
Special mention (Grade 7)— — — — — — — — — 
Substandard (Grade 8)— — 963 — 89 2,454 — — 3,506 
Doubtful (Grade 9)— — — — — — — — — 
Total residential real estate$160,315 $539,835 $541,943 $220,943 $71,006 $228,580 $370 $386 $1,763,378 
Gross charge-offs for the year ended
$— $— $— $— $— $18 $— $— $18 
Home equity
Risk rating:
Performing$15,976 $23,104 $547 $324 $4,124 $12,686 $169,416 $13,405 $239,582 
Non-performing— — — — — 11 527 221 759 
Total home equity$15,976 $23,104 $547 $324 $4,124 $12,697 $169,943 $13,626 $240,341 
Gross charge-offs for the year ended
$— $— $— $— $— $— $— $— $— 
Consumer
Risk rating:
Performing$5,525 $4,908 $2,068 $815 $345 $2,279 $2,191 $— $18,131 
Non-performing— — 5 — — 32 — — 37 
Total consumer$5,525 $4,908 $2,073 $815 $345 $2,311 $2,191 $— $18,168 
Gross charge-offs for the year ended$2 $19 $31 $14 $8 $4 $13 $— $91 
20

Past Due and Non-Accrual Loans

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

The following is a loan aging analysis by portfolio segment (including loans past due over 90 days and non-accrual loans) and loans past due over 90 days and accruing as of the following dates:
(In thousands)30-59 Days
Past Due		60-89 Days
Past Due		90 Days or Greater
Past Due		Total
Past Due		CurrentTotal Loans
Outstanding		Loans > 90
Days Past
Due and
Accruing
September 30, 2024       
Commercial real estate - non-owner-occupied$— $— $130 $130 $1,387,463 $1,387,593 $— 
Commercial real estate - owner-occupied239 — — 239 320,091 320,330 
Commercial386 984 1,119 2,489 380,018 382,507 — 
Residential real estate299 261 1,037 1,597 1,760,798 1,762,395 — 
Home equity212 159 284 655 247,313 247,968 — 
Consumer62 7 5 74 15,862 15,936 — 
Total$1,198 $1,411 $2,575 $5,184 $4,111,545 $4,116,729 $— 
December 31, 2023       
Commercial real estate - non-owner-occupied$44 $41 $184 $269 $1,370,177 $1,370,446 $— 
Commercial real estate - owner-occupied655 — — 655 301,205 301,860 — 
Commercial1,153 1,199 1,155 3,507 400,394 403,901 — 
Residential real estate1,317 322 1,094 2,733 1,760,645 1,763,378 — 
Home equity521 451 301 1,273 239,068 240,341 — 
Consumer85 8 5 98 18,070 18,168 — 
Total$3,775 $2,021 $2,739 $8,535 $4,089,559 $4,098,094 $— 
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The following table presents the amortized cost basis of loans on non-accrual status by portfolio segment as of the dates indicated:
September 30,
2024
December 31,
2023
(In thousands)Non-Accrual Loans With an AllowanceNon-Accrual Loans Without an AllowanceTotal Non-Accrual LoansNon-Accrual Loans With an AllowanceNon-Accrual Loans Without an AllowanceTotal Non-Accrual Loans
Commercial real estate - non-owner-occupied$130 $— $130 $261 $— $261 
Commercial real estate - owner-occupied— — — 125 — 125 
Commercial2,057 — 2,057 1,725 — 1,725 
Residential real estate2,497 — 2,497 2,541 — 2,541 
Home equity661 — 661 759 — 759 
Consumer5 — 5 37 — 37 
Total$5,350 $— $5,350 $5,448 $— $5,448 

Interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms is estimated to have been $44,000 and $34,000 for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the interest income that is estimated to have been recognized if loans on non-accrual status had been current in accordance with their original terms was $148,000 and $84,000, respectively.

The Company's policy is to reverse previously recorded accrued interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual loans for the three and nine months ended September 30, 2024 and 2023.

Collateral-dependent loans are loans for which repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment. The following table presents the amortized cost basis of collateral-dependent loans by portfolio segment and collateral type, as of the dates indicated:

September 30,
2024
December 31,
2023
Collateral Type
Total Collateral -Dependent Loans
Collateral Type
Total Collateral -Dependent Loans
(In thousands)Real EstateOther CollateralReal Estate Other Collateral
Commercial real estate - non-owner occupied$4,457 $— $4,457 $4,494 $— $4,494 
Commercial
— 528 528 671 — 671 
Total$4,457 $528 $4,985 $5,165 $— $5,165 

Loan Modifications for Borrowers Experiencing Financial Difficulty

Effective January 1, 2023, the Company evaluates all loan modifications in accordance with ASU 2022-02. Under ASU 2022-02, a loan is evaluated to consider whether the loan, as modified, represents a new loan or is a continuation of an existing loan.

The Company offers several types of loan and receivables modification programs to borrowers experiencing financial difficulty, primarily interest rate reductions and term extensions. In such instances, the Company may modify loans and receivables with the intention to minimize future losses and improve collectability, while providing customers with temporary or permanent financial relief.

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The following table presents the amortized cost basis of loans as of September 30, 2024, by class and by type of modification, that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024. There were no loans that were modified to borrowers experiencing financial difficulty in the three and nine months ended September 30, 2023. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable as of September 30, 2024, is also presented below:
(In thousands)
Principal Forgiveness
Payment Delay
Term Extension
Interest Rate Reduction
Combination Term Extension and Principal Forgiveness
Combination Term Extension and Interest Rate Reduction
Total % of Portfolio
Commercial$— $— $407 $— $— $— 0.1 %

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three and nine months ended September 30, 2024:
(In thousands)
Principal ForgivenessWeighted Average Interest Rate Reduction Weighted Average Term Extension (Years)
Commercial
$— — %1.0

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts and relevant factors are considered while assessing the adequacy of the ACL. For the three and nine months ended September 30, 2024 and 2023, there were no modified loans to borrowers experiencing financial difficulty that were past due or for which the borrower subsequently defaulted.

In-Process Foreclosure Proceedings

As of September 30, 2024 and December 31, 2023, the Company had $657,000 and $1.1 million, respectively, of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process.

FHLB Advances

FHLB advances are those borrowings from the FHLBB greater than 90 days. FHLB advances are collateralized by a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one- to four-family properties, certain commercial real estate loans, certain pledged investment securities and other qualified assets. As of September 30, 2024 and December 31, 2023, the combined carrying value of residential real estate and commercial loans pledged as collateral was $1.9 billion for both periods.

Refer to Notes 4 and 7 of the consolidated financial statements for discussion of securities pledged as collateral.

NOTE 6 – BORROWINGS

The following summarizes the Company's short-term borrowed funds as presented on the consolidated statements of condition as of the dates indicated:
(In thousands)September 30,
2024		December 31,
2023
Short-Term Borrowings:    
FHLBB Borrowings$325,000 $125,000 
Overnight Borrowings— 24,950 
Bank Term Funding Program
— 135,000 
Customer Repurchase Agreements191,336 200,657 
Total Short-Term Borrowings$516,336 $485,607 

The Company has two tranches of junior subordinated debentures in the amount of $44.3 million as of September 30, 2024 and December 31, 2023. Refer to Note 11 of the consolidated financial statements for further details. The Company did
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not have any other long-term borrowings as of the dates indicated.


NOTE 7 – REPURCHASE AGREEMENTS

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

The table below sets forth information regarding the Company’s repurchase agreements accounted for as secured borrowings and types of collateral as of the dates indicated:
(In thousands)September 30,
2024
December 31,
2023
Customer Repurchase Agreements(1)(2):
MBS issued or guaranteed by U.S. government-sponsored enterprises
$169,488 $179,809 
CMO issued or guaranteed by U.S. government-sponsored enterprises
21,848 20,848 
Total
$191,336 $200,657 
(1)    Presented within short-term borrowings on the consolidated statements of condition.
(2)    All customer repurchase agreements mature continuously or overnight for the dates indicated.

As of September 30, 2024 and December 31, 2023, certain customers held CDs totaling $331,000 and $396,000, respectively, that were collateralized by MBS and CMO securities that were overnight repurchase agreements.

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

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Commitments

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

The following is a summary of the Company's contractual off-balance sheet commitments as of the dates indicated:
(In thousands)September 30,
2024
December 31,
2023
Commitments to extend credit$800,748 $706,719 
Standby letters of credit5,065 5,998 
Total$805,813 $712,717 

The Company’s commitments to extend credit from its lending activities do not necessarily represent future cash requirements since certain of these instruments may expire without being funded and others may not be fully drawn upon. These commitments are subject to the Company’s credit approval process, including an evaluation of the customer’s creditworthiness and related collateral requirements. Commitments generally have fixed expiration dates or other termination clauses.

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

The Company establishes an ACL on off-balance sheet credit exposures on its contractual off-balance sheet commitments, except those that are unconditionally cancellable by the Company. As of September 30, 2024 and December 31, 2023, the ACL on off-balance sheet credit exposures was $2.7 million and $2.4 million, respectively. The ACL on off-balance sheet credit exposure was presented within accrued interest and other liabilities on the consolidated statements of condition.

For the three months ended September 30, 2024 and 2023, the credit for credit losses on off-balance sheet credit exposures recorded in provision (credit) for credit losses on the consolidated statements of income was ($44,000) and ($118,000), respectively. For the nine months ended September 30, 2024 and 2023, the provision (credit) for credit losses on off-balance sheet credit exposures recorded in provision (credit) for credit losses on the consolidated statements of income was $391,000 and ($595,000), respectively.

Legal Contingencies

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

Reserves are established for legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. Assessments of litigation exposure are difficult because they involve inherently unpredictable factors including, but not limited to: whether the proceeding is in the early stages; whether damages are unspecified, unsupported, or uncertain; whether there is a potential for punitive or other pecuniary damages; whether the matter involves legal uncertainties, including novel issues of law; whether the matter involves multiple parties and/or jurisdictions; whether discovery has begun or is not complete; whether meaningful settlement discussions have commenced; and whether the lawsuit involves class allegations. In many lawsuits and arbitrations, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve will not be recognized until that time. Assessments of class action litigation, which is generally more complex than other types of litigation, are particularly difficult, especially in the early stages of the proceeding when it is not known whether a class will be certified or how a potential class, if certified, will be defined. As a result, the Company may be unable to estimate reasonably possible losses with respect to every litigation matter it faces.

The Company did not have any material loss contingencies that were provided for and/or that are required to be disclosed as of September 30, 2024 and December 31, 2023, respectively.

NOTE 9 – DERIVATIVES AND HEDGING

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

Derivatives Designated as Hedging Instruments - Hedges of Interest Rate Risk

Interest Rate Contracts - Cash Flow Hedges. The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company
25

making fixed rate payments or the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount. For the three and nine months ended September 30, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable-rate assets or liabilities or forecasted issuances of debt.

For derivatives designated, and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently is reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense or interest income as interest payments are made or received on the Company’s variable-rate liabilities or assets. The Company estimates that over the next 12 months, an additional $1.2 million will be reclassified as a decrease to interest expense and none will be reclassified as a decrease to interest income.

Interest Rate Contracts - Fair Value Hedges. Derivatives designated as fair value hedges are utilized to mitigate the risk of changes in the fair values of recognized assets and liabilities. The Company uses interest rate contracts in this manner to manage its exposure to changes in the fair value of hedged items caused by changes in interest rates.

Changes in the fair value of the derivatives and changes in the fair value of the hedged item due to changes in the hedged risk are recognized in earnings in the same line item. If a hedge is terminated, but the hedged item was not derecognized, all remaining adjustments to the carrying amount of the hedged item are amortized over a period that is consistent with the amortization of other discounts or premiums associated with the hedged item.

Derivatives not Designated as Hedges

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

Fixed Rate Mortgage Interest Rate Lock Commitments. As part of the origination process of a residential loan, the Company may enter into rate lock agreements with its borrower, which is considered an interest rate lock commitment. If the Company intends to sell the loan upon origination, it will account for the interest rate lock commitment as a derivative.

Forward Delivery Commitments. The Company typically enters into a forward delivery commitment with a secondary market investor, which has been approved by the Company within its normal governance process, at the onset of the loan origination process. The Company may enter into these arrangements with the secondary market investors on a "best effort" or "mandatory delivery" basis. The Company's normal practice is typically to enter into these arrangements on a "best effort" basis. The Company enters into these arrangements with the secondary market investors to manage its interest rate exposure. The Company accounts for the forward delivery commitment as a derivative upon origination of a loan identified as held for sale.

Risk Participation Agreements. The Company’s existing credit derivatives result from participations in or out of interest rate swaps provided by or to external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain lenders which participate in loans.
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The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition as of the dates indicated:
Derivative AssetsDerivative Liabilities
(Dollars in thousands)Notional
Amount		 LocationFair
Value		Notional
Amount		LocationFair
Value
September 30, 2024    
Derivatives designated as hedging instruments:
Interest rate contracts(1)
$135,000 Other Assets$9,362 $733,000 Accrued interest and other liabilities$4,971 
Total derivatives designated as hedging instruments
$9,362 $4,971 
Derivatives not designated as hedging instruments:
Customer loan swaps(1)
$299,025 Other assets$6,413 $299,025 Accrued interest and other liabilities$6,451 
Risk participation agreements27,697 Other assets— 60,598 Accrued interest and other liabilities— 
Fixed rate mortgage interest rate lock commitments21,557 Other assets230 2,667 Accrued interest and other liabilities14 
Forward delivery commitments7,635 Other assets81 3,972 Accrued interest and other liabilities48 
Total derivatives not designated as hedging instruments
$6,724 $6,513 
December 31, 2023
Derivatives designated as hedging instruments:
Interest rate contracts(1)
$435,000 Other assets$12,206 $258,000 Accrued interest and other liabilities$3,387 
Total derivatives designated as hedging instruments
$12,206 $3,387 
Derivatives not designated as hedging instruments:
Customer loan swaps(1)
$298,143 Other assets$10,699 $298,143 Accrued interest and other liabilities$10,748 
Risk participation agreements28,077 Other assets— 52,193 Accrued interest and other liabilities— 
Fixed rate mortgage interest rate lock commitments10,924 Other assets215 2,092 Accrued interest and other liabilities11 
Forward delivery commitments3,445 Other assets51 6,706 Accrued interest and other liabilities132 
Total derivatives not designated as hedging instruments
$10,965 $10,891 
(1)    Reported fair values include accrued interest receivable and payable.

The following table shows the carrying amount and associated cumulative basis adjustments related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships:

Location in Consolidated Statements of ConditionCarrying Amount of Hedged Assets/(Liabilities)Cumulative Fair Value Hedging Adjustment in the Carrying Amount of the Hedged Assets/(Liabilities)
(Dollars in thousands)September 30,
2024		December 31,
2023		September 30,
2024		December 31,
2023
Loans(1)
$376,663 $374,032 $1,663 $(968)
Total $376,663 $374,032 $1,663 $(968)
(1)These amounts include the amortized cost basis of residential real estate loans that were used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedged period. As of September 30, 2024 and December 31, 2023, the amortized cost basis of the residential real estate loans used in these hedging relationships was $767.1 million and $806.5 million, respectively, and the amount of the designated hedged residential loans was $375.0 million.
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The table below presents the effect of cash flow hedge accounting, before tax, on AOCI for the periods indicated:
(Dollars in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeAmount of Gain (Loss) Recognized in OCI Included ComponentAmount of Gain (Loss) Recognized in OCI Excluded ComponentLocation of Gain (Loss) Recognized
from AOCI into Income		Amount of Gain (Loss) Reclassified from AOCI into IncomeAmount of Gain (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
For the Three Months Ended September 30, 2024
Interest rate contracts$— $— $— Interest and fees on loans$— $— $— 
Interest rate contracts(3,360)(3,360)— Interest on borrowings952 952 — 
Interest rate contracts(1,588)(1,588)— Interest on junior subordinated debentures233 233 — 
Total$(4,948)$(4,948)$— $1,185 $1,185 $— 
For Nine Months Ended September 30, 2024
Interest rate contracts$(98)$(98)$— Interest and fees on loans$(1,676)$(1,676)$— 
Interest rate contracts(675)(675)— Interest on borrowings2,348 2,348 — 
Interest rate contracts158 158 — Interest on junior subordinated debentures687 687 — 
Total$(615)$(615)$— $1,359 $1,359 $— 
For the Three Months Ended September 30, 2023
Interest rate contracts$(130)$(130)$— Interest and fees on loans$(909)$(909)$— 
Interest rate contracts2,033 2,033 — Interest on borrowings650 650 — 
Interest rate contracts2,013 2,013 — Interest on junior subordinated debentures222 222 — 
Total$3,916 $3,916 $— $(37)$(37)$— 
For the Nine Months Ended September 30, 2023
Interest rate contracts$(812)$(812)$— Interest and fees on loans$(2,488)$(2,488)$— 
Interest rate contracts(1)(1)— Interest on deposits306 306 — 
Interest rate contracts2,755 2,755 — Interest on borrowings1,674 1,674 — 
Interest rate contracts2,485 2,485 — Interest on junior subordinated debentures538 538 — 
Total$4,427 $4,427 $— $30 $30 $— 

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The table below presents the effect of fair value and cash flow hedge accounting on the consolidated statements of income for the periods indicated:
Location and Amount of Gain (Loss) Recognized in Income
Three Months Ended
September 30,
20242023
(Dollars in thousands)Interest and fees on loansInterest on borrowingsInterest on junior subordinated debenturesInterest and fees on loansInterest on depositsInterest on borrowingsInterest on junior subordinated debentures
Total presented on the consolidated statements of income in which the effects of cash flow and fair value hedges are recorded
$55,484 $4,549 $534 $50,115 $20,969 $3,577 $539 
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items$7,164 $— $— $(2,992)$— $— $— 
Derivatives designated as hedging instruments$(5,616)$— $— $4,404 $— $— $— 
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into income
$— $952 $233 $(909)$— $650 $222 
Amount of gain (loss) reclassified from AOCI into income - included component
$— $952 $233 $(909)$— $650 $222 
Amount of gain (loss) reclassified from AOCI into income - excluded component$— $— $— $— $— $— $— 

Location and Amount of Gain (Loss) Recognized in Income
Nine Months Ended
September 30,
20242023
(Dollars in thousands)Interest and fees on loansInterest on borrowingsInterest on junior subordinated debenturesInterest and fees on loansInterest on depositsInterest on borrowingsInterest on junior subordinated debentures
Total presented on the consolidated statements of income in which the effects of cash flow and fair value hedges are recorded
$160,615 $15,032 $1,592 $144,092 $56,046 $9,249 $1,600 
Gain (loss) on fair value hedging relationships
Interest rate contracts:
Hedged items$2,631 $— $— $(9,095)$— $— $— 
Derivatives designated as hedging instruments$2,024 $— $— $12,190 $— $— $— 
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into income$(1,676)$2,348 $687 $2,488 $306 $1,674 $538 
Amount of gain (loss) reclassified from AOCI into income - included component$(1,676)$2,348 $687 $2,488 $306 $1,674 $538 
Amount of gain (loss) reclassified from AOCI into income - excluded component$— $— $— $— $— $— $— 






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The table below presents the effect of the Company's derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the periods indicated:
Location of Gain (Loss) Recognized in IncomeAmount of Gain (Loss)
Recognized in Income
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)2024202320242023
Customer loan swapsOther expense$(15)$(12)$11 $(1)
Fixed rate mortgage interest rate lock commitmentsMortgage banking income, net69 (76)12 (72)
Forward delivery commitmentsMortgage banking income, net53 62 114 82 
Total $107 $(26)$137 $9 
                                                        
Credit Risk-Related Contingent Features    

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

The Company has agreements with its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. In addition, the Company also has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well- capitalized institution, then the counterparty could terminate the derivative position(s) and the Company could be required to settle its obligations under the agreements.

As of September 30, 2024 and December 31, 2023, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $6.4 million and $10.8 million, respectively. The Company has minimum collateral posting thresholds with certain of its derivative counterparties, as of September 30, 2024 and December 31, 2023, has not posted any collateral. If the Company had breached any of these provisions as of September 30, 2024 or December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value of $6.4 million and $10.8 million, respectively.

NOTE 10 – BALANCE SHEET OFFSETTING

The Company does not offset the carrying value for derivative instruments or repurchase agreements on the consolidated statements of condition. The Company nets the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be pledged or received is monitored and adjusted as necessary. Refer to Note 7 for further discussion of repurchase agreements and Note 9 for further discussion of derivative instruments.

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The following table presents the Company's derivative positions and repurchase agreements, and the potential effect of netting arrangements on its financial position, as of the dates indicated:
Gross Amount Not Offset in the Consolidated Statements of Condition
(Dollars in thousands)Gross Amount Recognized in the Consolidated Statements of ConditionGross Amount Offset in the Consolidated Statements of ConditionNet Amount Presented in the Consolidated Statements of Condition
Financial Instruments Pledged (Received)(1)
Cash Collateral Pledged (Received)(1)
Net Amount
September 30, 2024
Derivative assets:
Customer loan swaps - dealer bank(2)
$4,026 $— $4,026 $— $(2,650)$1,376 
Customer loan swaps - commercial customer(3)
2,387 — 2,387 — — 2,387 
Interest rate contracts(2)
9,362 — 9,362 — (7,401)1,961 
Total$15,775 $— $15,775 $— $(10,051)$5,724 
Derivative liabilities:
Customer loan swaps - commercial customer(3)
$6,451 $— $6,451 $— $— $6,451 
Interest rate contracts(2)
4,971 — 4,971 — — 4,971 
Total$11,422 $— $11,422 $— $— $11,422 
Customer repurchase agreements
$191,336 $— $191,336 $191,336 $— $— 
December 31, 2023
Derivative assets:
Customer loan swaps - dealer bank(2)
$9,168 $— $9,168 $— $(8,800)$368 
Customer loan swaps - commercial customer(3)
1,531 — 1,531 — — 1,531 
Interest rate contracts(2)
12,206 — 12,206 — (10,071)2,135 
Total$22,905 $— $22,905 $— $(18,871)$4,034 
Derivative liabilities:
Customer loan swaps - commercial customer(3)
$10,748 $— $10,748 $— $— $10,748 
Interest rate contracts(2)
3,387 — 3,387 — 3,387 — 
Total$14,135 $— $14,135 $— $3,387 $10,748 
Customer repurchase agreements
$200,657 $— $200,657 $200,657 $— $— 
(1)    The amount presented was the lesser of the amount pledged (received) or the net amount presented in the consolidated statements of condition.
(2)    The Company maintains master netting arrangements with each counterparty and settles collateral on a net basis for all contracts.
(3)    The Company manages its net exposure on its commercial customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices. The Company does not post collateral to its commercial customers as part of its contract.    

NOTE 11 – REGULATORY CAPITAL REQUIREMENTS
 
The Company and Bank are subject to various regulatory capital requirements administered by the FRB and the OCC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

The Company and Bank are required to maintain certain levels of capital based on risk-adjusted assets. These capital requirements represent quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and Bank's capital classification is also subject to qualitative judgments by our regulators about components, risk weightings and other factors. The quantitative measures established to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of total capital, Tier 1 capital, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets, or the leverage ratio. These requirements apply to the Company on a consolidated basis.
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Under the current requirements, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, a minimum common equity Tier 1 risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier 1 equity in an amount above the minimum risk-based capital requirements for "adequately capitalized" institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank effectively to maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses and to engage in share repurchases based on the amount of the shortfall and the institution's "eligible retained income" (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).

The Company and Bank's risk-based capital ratios exceeded regulatory requirements, including the capital conservation buffer, as of September 30, 2024 and December 31, 2023, and the Bank's capital ratios met the requirements for it to be considered "well capitalized" under prompt corrective action provisions for each period. There were no changes to the Company or Bank's capital ratios that occurred subsequent to September 30, 2024 that would change the Company or Bank's regulatory capital categorization. The following table presents the Company and Bank's regulatory capital ratios at the periods indicated:
September 30,
2024		Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Provision to Be "Well Capitalized" December 31,
2023		Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Provision to Be "Well Capitalized"
(Dollars in thousands)AmountRatioAmountRatio
Camden National Corporation:
Total risk-based capital ratio
$597,708 14.85 %10.50 %10.00 %$577,440 14.36 %10.50 %10.00 %
Tier 1 risk-based capital ratio
559,552 13.90 %8.50 %6.00 %538,153 13.38 %8.50 %6.00 %
Common equity Tier 1 risk-based capital ratio(1)
516,552 12.83 %7.00 %N/A495,153 12.31 %7.00 %N/A
Tier 1 leverage capital ratio(1)
559,552 9.84 %4.00 %N/A538,153 9.40 %4.00 %N/A
Camden National Bank:
Total risk-based capital ratio
$569,146 14.19 %10.50 %10.00 %$549,221 13.70 %10.50 %10.00 %
Tier 1 risk-based capital ratio
530,990 13.24 %8.50 %8.00 %509,934 12.72 %8.50 %8.00 %
Common equity Tier 1 risk-based capital ratio
530,990 13.24 %7.00 %6.50 %509,934 12.72 %7.00 %6.50 %
Tier 1 leverage capital ratio
530,990 9.35 %4.00 %5.00 %509,934 8.91 %4.00 %5.00 %
(1)    “Minimum Regulatory Provisions to Be ‘Well Capitalized’” are not formally defined under applicable banking regulations for bank holding companies.

In 2006 and 2008, the Company issued $43.0 million of junior subordinated debentures in connection with the issuance of trust preferred securities. Although the junior subordinated debentures are recorded as liabilities on the Company's consolidated statements of condition, the Company is permitted, in accordance with applicable regulation, to include the debentures within its calculation of risk-based capital, subject to certain limits. As of September 30, 2024 and December 31, 2023, $43.0 million of the junior subordinated debentures were included in Tier 1 and total risk-based capital for the Company.

The Company and Bank's regulatory capital and risk-weighted assets fluctuate due to normal business, including profits and losses generated by the Company and Bank as well as changes to their asset mix. Of particular significance are changes within the Company and Bank's loan portfolio mix due to the differences in regulatory risk-weighting between retail and commercial loans. Furthermore, the Company and Bank's regulatory capital and risk-weighted assets are subject to change due to changes in GAAP and regulatory capital standards. The Company and Bank proactively monitor their regulatory capital and risk-weighted assets, and the impact of changes to their asset mix, and the impact of proposed and pending changes as a result of new and/or amended GAAP standards and regulatory changes.
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NOTE 12 – OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:
For the Three Months Ended
September 30, 2024September 30, 2023
(In thousands)Pre-Tax
Amount		Tax (Expense)
Benefit		After-Tax
Amount		Pre-Tax
Amount		Tax (Expense)
Benefit		After-Tax
Amount
Debt Securities:
Change in fair value$22,412 $(4,819)$17,593 $(18,115)$3,895 $(14,220)
Less: reclassification adjustment for amortization of securities transferred from AFS to HTM
(1,739)373 (1,366)1,742 (375)1,367 
Less: reclassification adjustment for net realized losses(1)
— — — (5,335)1,147 (4,188)
Net change in fair value24,151 (5,192)18,959 (14,522)3,123 (11,399)
Cash Flow Hedges:
Change in fair value(4,956)1,066 (3,890)3,950 (849)3,101 
Less: reclassified AOCI gain into interest expense(2)
1,185 (254)931 872 (187)685 
Less: reclassified AOCI (loss) gain into interest income(3)
— — — (909)195 (714)
Net change in fair value(6,141)1,320 (4,821)3,987 (857)3,130 
Postretirement Plans:
Amortization of settlement recognition of net loss and prior service credit(4)
(8)2 (6)(6)1 (5)
Other comprehensive gain (loss)
$18,002 $(3,870)$14,132 $(10,541)$2,267 $(8,274)
(1)    Reclassified into net loss on sale of securities in the consolidated statements of income. Refer to Note 4 of the consolidated financial statements for further details.
(2)    Reclassified into interest on deposits, borrowings and/or junior subordinated debentures on the consolidated statements of income. Refer to Note 9 of the consolidated financial statements for further details.
(3)    Reclassified into interest and fees on loans on the consolidated statements of income. Refer to Note 9 of the consolidated financial statements for further details.
(4)    Reclassified into other expenses on the consolidated statements of income. Refer to Note 14 of the consolidated financial statements for further details.
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For the Nine Months Ended
September 30, 2024September 30, 2023
(In thousands)Pre-Tax
Amount		Tax (Expense)
Benefit		After-Tax
Amount		Pre-Tax
Amount		Tax (Expense)
Benefit		After-Tax
Amount
Debt Securities:
Change in fair value$15,572 $(3,348)$12,224 $(9,993)$2,149 $(7,844)
Less: reclassification adjustment for amortization of securities transferred from AFS to HTM
(4,886)1,050 (3,836)5,137 (1,104)4,033 
Less: reclassification adjustment for net realized losses(1)
— — — (5,335)1,147 (4,188)
Net change in fair value20,458 (4,398)16,060 (9,795)2,106 (7,689)
Cash Flow Hedges:
Change in fair value(666)143 (523)4,427 (951)3,476 
Less: reclassified AOCI gain (loss) into interest expense(2)
3,035 (652)2,383 2,518 (541)1,977 
Less: reclassified AOCI (loss) gain into interest income(3)
(1,676)360 (1,316)(2,488)535 (1,953)
Net change in fair value(2,025)435 (1,590)4,397 (945)3,452 
Postretirement Plans:
Amortization of settlement recognition of net loss and prior service credit(4)
(22)5 (17)(20)4 (16)
Other comprehensive income
$18,411 $(3,958)$14,453 $(5,418)$1,165 $(4,253)
(1)    Reclassified into net loss on sale of securities in the consolidated statements of income. Refer to Note 4 of the consolidated financial statements for further details.
(2)    Reclassified into interest on deposits, borrowings and/or junior subordinated debentures on the consolidated statements of income. Refer to Note 9 of the consolidated financial statements for further details.
(3)    Reclassified into interest and fees on loans on the consolidated statements of income. Refer to Note 9 of the consolidated financial statements for further details.
(4)    Reclassified into other expenses on the consolidated statements of income. Refer to Note 14 of the consolidated financial statements for further details.
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The following table presents the changes in each component of AOCI, after tax, for the periods indicated:

(In thousands)
Net Unrealized Gains (Losses) on Debt Securities(1)
Net Unrealized Gains (Losses) on Cash Flow Hedges(1)
Defined Benefit Postretirement Plans(1)
AOCI(1)
As of or For the Three Months Ended September 30, 2024
Balance at June 30, 2024
$(110,308)$9,327 $(250)$(101,231)
Other comprehensive (loss) income before reclassifications
17,593 (3,890)— 13,703 
Less: Amounts reclassified from AOCI(1,366)931 6 (429)
Other comprehensive income (loss)
18,959 (4,821)(6)14,132 
Balance at September 30, 2024
$(91,349)$4,506 $(256)$(87,099)
As of or For the Nine Months Ended September 30, 2024
Balance at December 31, 2023
$(107,409)$6,096 $(239)$(101,552)
Other comprehensive (loss) income before reclassifications
12,224 (523)— 11,701 
Less: Amounts reclassified from AOCI(3,836)1,067 17 (2,752)
Other comprehensive (loss) income
16,060 (1,590)(17)14,453 
Balance at September 30, 2024
$(91,349)$4,506 $(256)$(87,099)
As of or For the Three Months Ended September 30, 2023
Balance at June 30, 2023
$(127,829)$6,213 $(318)$(121,934)
Other comprehensive (loss) income before reclassifications
(14,220)3,101 — (11,119)
Less: Amounts reclassified from AOCI(2,821)(29)5 (2,845)
Other comprehensive (loss) income(11,399)3,130 (5)(8,274)
Balance at September 30, 2023
$(139,228)$9,343 $(323)$(130,208)
As of or For the Nine Months Ended September 30, 2023
Balance at December 31, 2022
$(131,539)$5,891 $(307)$(125,955)
Other comprehensive income before reclassifications
(7,844)3,476 — (4,368)
Less: Amounts reclassified from AOCI(155)24 16 (115)
Other comprehensive income (loss)
(7,689)3,452 (16)(4,253)
Balance at September 30, 2023
$(139,228)$9,343 $(323)$(130,208)
(1)    All amounts are net of tax.

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NOTE 13 – REVENUE FROM CONTRACTS WITH CUSTOMERS

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

The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The categorization of revenues from contracts with customers that are within the scope of ASC 606 closely aligns with the presentation of revenue categories presented within non-interest income on the consolidated statements of income. The following table presents the revenue streams within the scope of ASC 606 for the periods indicated:
Location on Consolidated Statements of Income
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)2024202320242023
Debit card interchange incomeDebit card income$3,169 $3,130 $9,104 $9,147 
Services charges on deposit accountsService charges on deposit accounts2,168 2,040 6,308 5,737 
Fiduciary services incomeIncome from fiduciary services1,817 1,641 5,436 5,016 
Investment program incomeBrokerage and insurance commissions1,414 1,217 4,094 3,462 
Other non-interest incomeOther income508 505 1,371 1,392 
Total non-interest income within the scope of ASC 606
9,076 8,533 26,313 24,754 
Total non-interest income not in scope of ASC 606 (1)
2,330 (3,461)6,060 294 
Total non-interest income$11,406 $5,072 $32,373 $25,048 
(1)    Non-interest income for the three and nine months ended September 30, 2023 includes a $5.3 million pre-tax loss on the sale of investment securities.

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

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NOTE 14 – EMPLOYEE BENEFIT PLANS
 
The Company sponsors unfunded, non-qualified SERPs for certain officers and provides medical and life insurance to certain eligible retired employees.

The components of net periodic pension and postretirement benefit costs were as follows for the following periods:

Supplemental Executive Retirement Plan:
(In thousands)Location on Consolidated Statements of IncomeThree Months Ended
September 30,		Nine Months Ended
September 30,
Net periodic pension cost2024202320242023
Service cost (1)
Salaries and employee benefits$— $71 $— $211 
Interest costOther expenses181 189 542 567 
Total$181 $260 $542 $778 
(1)    As of December 31, 2023, there are no active participants in the SERP.

Other Postretirement Benefit Plan:
(In thousands)Location on Consolidated Statements of IncomeThree Months Ended
September 30,		Nine Months Ended
September 30,
Net periodic postretirement benefit cost
2024202320242023
Service costSalaries and employee benefits$2 $3 $6 $8 
Interest costOther expenses38 40 115 121 
Recognized net actuarial gain
Other expenses(1)(1)(3)(2)
Amortization of prior service creditOther expenses(7)(7)(19)(18)
Total$32 $35 $99 $109 

NOTE 15 – EPS
 
The following is an analysis of basic and diluted EPS, reflecting the application of the two-class method, as described below:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In thousands, except number of shares and per share data)2024202320242023
Net income
$13,073 $9,787 $38,338 $34,903 
Dividends and undistributed earnings allocated to participating securities(1)
— (9)(12)(48)
Net income available to common shareholders
$13,073 $9,778 $38,326 $34,855 
Weighted-average common shares outstanding for basic EPS
14,575,550 14,556,057 14,579,195 14,564,431 
Dilutive effect of stock-based awards(2)
70,125 41,592 63,834 42,600 
Weighted-average common and potential common shares for diluted EPS
14,645,675 14,597,649 14,643,029 14,607,031 
Earnings per common share:  
Basic EPS$0.90 $0.67 $2.63 $2.39 
Diluted EPS$0.90 $0.67 $2.62 $2.39 
Awards excluded from the calculation of diluted EPS(3):
Performance-based awards— 9,049 397 10,829 
(1)    Represents dividends paid and undistributed earnings allocated to non-vested stock-based awards that contain non-forfeitable rights to dividends.
(2)    Represents the assumed dilutive effect of restricted shares, restricted share units and contingently issuable performance-based awards utilizing the treasury stock method.
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(3)    Represents stock-based awards not included in the computation of potential common shares for purposes of calculating diluted EPS as the exercise prices were greater than the average market price of the Company's common stock, and, therefore, are considered anti-dilutive.

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

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

NOTE 16 – FAIR VALUE MEASUREMENT AND DISCLOSURE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
 
GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has elected the fair value option for its loans held for sale. Electing the fair value option for loans held for sale enables the Company’s financial position to align more clearly with the economic value of the actively traded asset.

The fair value hierarchy for valuation of an asset or liability is as follows:
 
Level 1:   Valuation is based upon unadjusted quoted prices in active markets for identical assets and liabilities that the entity has the ability to access as of the measurement date.
 
Level 2:   Valuation is determined from quoted prices for similar assets or liabilities in active markets, from quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
 
Level 3:   Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.
 
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon model-based techniques incorporating various assumptions including, but not limited to, interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Financial Instruments Recorded at Fair Value on a Recurring Basis

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

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

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

Derivatives: The fair value of interest rate swaps is determined using inputs that are observable in the marketplace obtained from third parties including yield curves, publicly available volatilities, and floating indexes and, accordingly, are classified as Level 2 inputs. The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. As of September 30, 2024 and December 31, 2023, the credit valuation adjustment on the overall valuation of its derivative positions was not significant to the overall valuation of its derivatives, and, thus, the Company's interest rate swaps were classified as Level 2.

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

The fair value of the Company's forward delivery commitments is determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, and the locked and agreed to price with the secondary market investor. The Company has classified its fixed rate interest rate lock commitments as Level 2.
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The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, for the dates indicated:
(In thousands)Fair
Value		Readily
Available
Market
Prices
(Level 1)		Observable
Market
Data
(Level 2)		Company
Determined
Fair Value
(Level 3)
September 30, 2024   
Financial assets:   
Trading securities$5,141 $5,141 $— $— 
AFS debt securities:  
Obligations of states and political subdivisions5,375 — 5,375 — 
MBS issued or guaranteed by U.S. government-sponsored enterprises
443,709 — 443,709 — 
CMO issued or guaranteed by U.S. government-sponsored enterprises
133,884 — 133,884 — 
Corporate bonds20,243 — 20,243 — 
Loans held for sale11,706 — 11,706 — 
Customer loan swaps6,413 — 6,413 — 
Interest rate contracts9,362 — 9,362 — 
Fixed rate mortgage interest rate lock commitments230 — 230 — 
Forward delivery commitments81 — 81 — 
Financial liabilities:  
Deferred compensation$5,141 $5,141 $— $— 
Customer loan swaps5,644 — 5,644 — 
Interest rate contracts4,971 — 4,971 — 
Fixed rate mortgage interest rate lock commitments14 — 14 — 
Forward delivery commitments48 — 48 — 
December 31, 2023   
Financial assets:   
Trading securities$4,647 $4,647 $— $— 
AFS debt securities:
Obligations of states and political subdivisions6,386 — 6,386 — 
MBS issued or guaranteed by U.S. government-sponsored enterprises
460,091 — 460,091 — 
CMO issued or guaranteed by U.S. government-sponsored enterprises
141,011 — 141,011 — 
Subordinated corporate bonds
18,320 — 18,320 — 
Loans held for sale10,320 — 10,320 — 
Customer loan swaps10,699 — 10,699 — 
Interest rate contracts12,206 — 12,206 — 
Fixed rate mortgage interest rate lock commitments215 — 215 — 
Forward delivery commitments51 — 51 — 
Financial liabilities:  
Deferred compensation$4,647 $4,647 $— $— 
Customer loan swaps10,748 — 10,748 — 
Interest rate contracts3,387 — 3,387 — 
Fixed rate mortgage interest rate lock commitments11 — 11 — 
Forward delivery commitments132 — 132 — 

 The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended September 30, 2024. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.

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Financial Instruments Recorded at Fair Value on a Nonrecurring Basis
 
The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis in accordance with GAAP, which may consist of collateral-dependent loans and servicing assets. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.

Collateral-Dependent Loans:  Expected credit losses on individually assessed loans deemed to be collateral dependent are valued based upon the lower of amortized cost or fair value of the underlying collateral less costs to sell. Management estimates the fair values of these assets using Level 2 inputs, such as the fair value of collateral based on independent third-party market approach appraisals for collateral-dependent loans, and Level 3 inputs where circumstances warrant an adjustment to the appraised value based on the age of the appraisal and/or comparable sales, condition of the collateral, and market conditions.

Servicing Assets:  The Company accounts for mortgage servicing assets at cost, subject to impairment testing. When the carrying value of a tranche exceeds fair value, a valuation allowance is established to reduce the carrying cost to fair value. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The Company obtains a third-party valuation based upon loan level data including note rate, type and term of the underlying loans. The model utilizes two significant unobservable inputs, namely loan prepayment assumptions and the discount rate used, to calculate the fair value of each tranche, and, as such, the Company has classified the model within Level 3 of the fair value hierarchy.

The table below highlights financial assets measured and reported at fair value on a non-recurring basis for the dates indicated:
(In thousands)Fair ValueReadily Available Market Prices
(Level 1)		Observable Market Data
(Level 2)		Company Determined
Fair Value
(Level 3)
September 30, 2024      
Financial assets:
Collateral-dependent loans$4,497 $— $— $4,497 
December 31, 2023      
Financial assets:
Collateral-dependent loans$4,768 $— $— $4,768 

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

(Dollars in thousands)Fair ValueValuation MethodologyUnobservable inputDiscount
September 30, 2024
Collateral-dependent loans:        
Specifically reserved$4,497 Market approach appraisal of collateralEstimated selling costs10%
December 31, 2023
Collateral-dependent loans:
      
Specifically reserved$4,768 
Market approach appraisal of collateral
Estimated selling costs7%

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

Non-financial assets measured at fair value on a nonrecurring basis may consist of OREO, goodwill and core deposit intangible assets. As of September 30, 2024 and December 31, 2023, the Company did not have any material non-financial instruments measured and reported at fair value.

OREO: OREO properties acquired through foreclosure or deed in lieu of foreclosure are recorded at net realizable value, which is the fair value of the real estate, less estimated costs to sell. Any write-down of the recorded investment in the related loan is charged to the ACL upon transfer to OREO. Upon acquisition of a property, a current appraisal is used, or an internal valuation is prepared to substantiate fair value of the property. After foreclosure, management periodically, but at least annually, obtains updated valuations of the OREO properties and, if additional impairments are deemed necessary, the
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subsequent write-downs for declines in value are recorded through a valuation allowance and a provision for credit losses charged to other non-interest expense within the consolidated statements of income. As management considers appropriate, adjustments are made to the appraisal obtained for the OREO property to account for recent sales activity of comparable properties, changes in the condition of the property, and changes in market conditions. These adjustments are not observable in an active market and are classified as Level 3. As of September 30, 2024 and December 31, 2023, the Company did not have any OREO properties.

Goodwill: Goodwill represents the excess cost of an acquisition over the fair value of the net assets acquired. The fair value of goodwill is estimated by utilizing several standard valuation techniques, including discounted cash flow analyses, bank merger multiples, and/or an estimation of the impact of business conditions and investor activities on the long-term value of the goodwill. Should an impairment occur, the associated goodwill is written-down to fair value and the impairment charge is recorded within non-interest expense in the consolidated statements of income. The Company conducts an annual impairment test of goodwill in the fourth quarter each year, or more frequently as necessary. There have been no indications or triggering events during the nine months ended September 30, 2024, for which management believes it is more likely than not that goodwill is impaired.

Core Deposit Intangible Assets: The Company's core deposit intangible assets represent the estimated value of acquired customer relationships and are amortized over the estimated life of those relationships. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no events or changes in circumstances for the nine months ended September 30, 2024, that indicated the carrying amount may not be recoverable.





































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The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the dates indicated:
(In thousands)Carrying
Amount		Fair ValueReadily
Available
Market
Prices
(Level 1)		Observable
Market
Prices
(Level 2)		Company
Determined
Market
Prices
(Level 3)
September 30, 2024
Financial assets:     
HTM debt securities$526,251 $500,619 $— $500,619 $— 
Commercial real estate loans(1)(2)
1,689,775 1,594,862 — — 1,594,862 
Commercial loans(2)
377,706 368,193 — — 368,193 
Residential real estate loans(2)
1,752,954 1,516,218 — — 1,516,218 
Home equity loans(2)
245,680 241,323 — — 241,323 
Consumer loans(2)
15,200 14,282 — — 14,282 
Servicing assets2,146 3,929 — — 3,929 
Financial liabilities:     
Time deposits$628,481 $625,516 $— $625,516 $— 
Short-term borrowings516,336 515,978 — 515,978 — 
Junior subordinated debentures
44,331 33,248 — 33,248 — 
December 31, 2023
Financial assets:
HTM debt securities$544,931 $510,595 $— $510,595 $— 
Commercial real estate loans(1)(2)
1,653,435 1,540,327 — — 1,540,327 
Commercial loans(2)
399,032 385,585 — — 385,585 
Residential real estate loans(2)
1,753,124 1,488,248 — — 1,488,248 
Home equity loans(2)
238,124 233,025 — — 233,025 
Consumer loans(2)
17,444 15,279 — — 15,279 
Servicing assets2,274 4,124 — — 4,124 
Financial liabilities:
Time deposits$640,539 $634,856 $— $634,856 $— 
Short-term borrowings485,607 484,849 — 484,849 — 
Junior subordinated debentures
44,331 31,918 — 31,918 — 
(1)    Commercial real estate loan includes non-owner-occupied and owner-occupied properties.
(2)    The presented carrying amount is net of the allocated ACL on loans.

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

The Company considers its financial instruments' current use to be the highest and best use of the instruments.
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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS
 
The discussions set forth below and in the documents we incorporate by reference herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, exceptions, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “target,” “potential” or “goal” or future or conditional verbs such as “will,” “may,” “might,” “should,” “could” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult for the Company to predict. The actual results, performance or achievements of the Company may differ materially from what is reflected in such forward-looking statements.

Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
 
The following factors, among others, could cause the Company’s financial performance to differ materially from the Company’s goals, plans, objectives, intentions, expectations and other forward-looking statements:
•risks relating to the pending merger with NFI, including the following:
◦risk that the cost savings and other anticipated benefits from the merger may not be fully realized or may take longer than anticipated to be realized;
◦disruption to the Company’s or NFI’s business as a result of the announcement and pendency of the merger;
◦risk that the integration of NFI’s business and operations into the Company’s will be delayed or will be more costly or difficult than expected, or that the Company is unable to integrate NFI’s business into the Company’s successfully, including because of factors or events that may be beyond the Company’s control;
◦the possibility that required regulatory approvals are not received on a timely basis, or at all, or are received subject to conditions that could adversely affect the Company or the expected benefits of the merger;
◦the possibility that NFI shareholder approval is not received;
◦the failure of closing conditions to the merger to be satisfied, or any unexpected delay in completing the merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the Company and NFI;
◦the dilution caused by the issuance of additional shares of the Company’s common stock in connection with the merger;
◦the possibility that the merger may be more expensive to complete than anticipated, including because of factors or events that may be beyond the Company’s control;
◦risks related to management and oversight of the Company’s expanded business and operations following the merger due to increased size and geographical scope;
◦the risk that expectations regarding the timing, completion and accounting and tax treatments of the merger are not met;
◦the risk that any announcements relating to the merger could have adverse effects on the market price of the Company’s common stock;
◦the diversion of management’s attention from ongoing business operations and other opportunities;
◦the risk that revenues following the merger may be lower than expected and/or the risk that certain expenses of NFI or the combined company may be greater than expected;
44

◦the Company’s success in managing the foregoing risks;
◦effects of the announcement, pendency or completion of the merger on the Company’s or NFI’s ability to retain customers and key employees; and
◦other factors that may affect the Company’s or NFI’s future results;
•weakness in the United States economy in general and the regional and local economies within the New England region and Maine, which could result in a deterioration of credit quality, an increase in the allowance for credit losses or a reduced demand for the Company’s credit or fee-based products and services;
•changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
•inflation, interest rate, market, and monetary fluctuations;
•ongoing competition in the labor markets and increased employee turnover;
•the adequacy of succession planning for key executives or other personnel, and the Company’s ability to transition effectively to new members of the senior executive team;
•competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;
•deterioration in the value of the Company's investment securities;
•commercial real estate vacancies and their impact on the ability of borrowers to repay their loans;
•volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, or the availability and terms of funding necessary to meet the Company’s liquidity needs;
•changes in information technology and other operational risks, including cybersecurity, that require increased capital spending;
•changes in consumer spending and savings habits;
•changes in tax, banking, securities and insurance laws and regulations;
•the outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters;
•changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board ("FASB"), and other accounting standard setters;
•the effects of climate change on the Company and its customers, borrowers or service providers;
•the effects of civil unrest, international hostilities, including the war in Ukraine and conflict in the Middle East, or other geopolitical events;
•the effects of epidemics and pandemics;
•turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including Camden National Bank, to attract and retain depositors, and could affect the ability of financial services providers, including the Company, to borrow or raise capital;
•actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions;
•increases in deposit insurance assessments due to bank failures;
•changes to regulatory capital requirements in response to recent developments affecting the banking sector; and
•questions about the soundness of one or more financial institutions with which the Company does business.

In addition, statements regarding the potential effects of notable national and global current events on the Company’s business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company's control.

45

You should carefully review all of these factors, and be aware that there may be other factors that could cause differences, including the risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2023, as updated by the Company's quarterly reports on Form 10-Q, including this report, and other filings with the Securities and Exchange Commission. Readers should carefully review the risk factors described therein and should not place undue reliance on our forward-looking statements.
 
These forward-looking statements were based on information, plans and estimates at the date of this report, and we undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except to the extent required by applicable law or regulation.
46

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP

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

47

Core Net Income; Core Diluted Earnings per Share; Core Return on Average Assets; and Core Return on Average Equity. The following table provides a reconciliation of net income, diluted EPS, return on average assets and return on average equity to core net income, core diluted EPS, core return on average assets and core return on average equity. Certain transactions have been excluded to calculate core net income, core diluted EPS, core return on average assets and core return on average equity. We believe the following adjusted financial metrics assist users of our financial statements with their financial analysis period-over-period as it adjusts for certain non-recurring items.

For the
Three Months Ended
For the
Nine Months Ended
(In thousands, except number of shares, per share data and ratios)September 30,
2024		September 30,
2023		September 30,
2024		September 30,
2023
Core Net Income:
Net income, as presented$13,073 $9,787 $38,338 $34,903 
Adjustment for net loss on sale of securities— 5,335 — 5,335 
Adjustment for Signature Bank bond (recovery) write-off— — (910)1,838 
Adjustment for merger and acquisition costs
727 — 727 — 
Tax impact of above adjustments(1)
(153)(1,120)38 (1,506)
Core net income
$13,647 $14,002 $38,193 $40,570 
Core Diluted Earnings per Share:
Diluted earnings per share, as presented$0.90 $0.67 $2.62 $2.39 
Adjustment for net loss on sale of securities— 0.37 — 0.37 
Adjustment for Signature Bank bond (recovery) write-off— — (0.06)0.13 
Adjustment for merger and acquisition costs
0.05 — 0.05 — 
Tax impact of above adjustments(1)
(0.01)(0.08)— (0.12)
Core diluted earnings per share
$0.94 $0.96 $2.61 $2.77 
Core Return on Average Assets:
Return on average assets, as presented0.91 %0.68 %0.89 %0.82 %
Adjustment for net loss on sale of securities— %0.37 %— %0.13 %
Adjustment for Signature Bank bond (recovery) write-off— %— %(0.02)%0.04 %
Adjustment for merger and acquisition costs
0.05 %— %0.02 %— %
Tax impact of above adjustments(1)
(0.01)%(0.08)%— %(0.04)%
Core return on average assets
0.95 %0.97 %0.89 %0.95 %
Adjusted Return on Average Equity:
Return on average equity, as presented10.04 %8.25 %10.13 %10.00 %
Adjustment for net loss on sale of securities— %4.50 %— %1.53 %
Adjustment for Signature Bank bond (recovery) write-off— %— %(0.24)%0.53 %
Adjustment for merger and acquisition costs
0.56 %— %0.19 %— %
Tax impact of above adjustments(1)
(0.12)%(0.95)%0.01 %(0.43)%
Core return on average equity
10.48 %11.80 %10.09 %11.63 %
(1)    Assumed a 21% tax rate.



48

Pre-Tax, Pre-Provision Income. Pre-tax, pre-provision income is a supplemental measure of operating earnings and performance. Pre-tax, pre-provision income is calculated as net income before provision for credit losses and income tax expense. This supplemental measure has become more widely used by financial institutions as a measure of financial performance for comparability across financial institutions.
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)2024202320242023
Net income, as presented$13,073 $9,787 $38,338 $34,903 
Adjustment for provision (credit) for credit losses239 (574)(1,213)1,531 
Adjustment for income tax expense2,781 2,236 8,720 8,653 
Pre-tax, pre-provision income$16,093 $11,449 $45,845 $45,087 

Efficiency Ratio.  The efficiency ratio represents an approximate measure of the cost required for the Company to generate a dollar of revenue. This is a common measure within the financial services industry and is a key ratio for evaluating Company performance. The efficiency ratio is calculated as the ratio of (i) total non-interest expense, adjusted for certain operating expenses, as necessary, to (ii) net interest income on a tax equivalent basis plus total non-interest income, adjusted for certain other income items, as necessary.
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)2024202320242023
Non-interest expense, as presented$28,900 $26,207 $83,572 $79,515 
Adjustment for merger and acquisition costs
727 — 727 — 
Adjusted non-interest expense
$28,173 $26,207 $82,845 $79,515 
Net interest income, as presented$33,587 $32,584 $97,044 $99,554 
Adjustment for the effect of tax-exempt income(1)
165 237 475 701 
Non-interest income, as presented11,406 5,072 32,373 25,048 
Adjustment for net loss on sale of securities— 5,335 — 5,335 
Adjusted net interest income plus non-interest income$45,158 $43,228 $129,892 $130,638 
Ratio of non-interest expense to total revenues(2)
64.23 %69.60 %64.58 %63.82 %
Efficiency ratio62.39 %60.63 %63.78 %60.87 %
(1)    Assumed a 21% tax rate.
(2)    Revenue is the sum of net interest income and non-interest income.

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

Adjusted Return on Average Tangible Equity: Adjusted return on average tangible equity is the ratio of (i) core net income (as defined in the table above) adjusted for (a) amortization of core deposit intangible assets and the tax impact of the adjustment and (b) goodwill impairment, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and core deposit intangible assets.

49

Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)2024202320242023
Return on Average Tangible Equity:
Net income, as presented$13,073 $9,787 $38,338 $34,903 
Adjustment for amortization of core deposit intangible assets139 148 417 444 
Tax impact of above adjustment(1)
(29)(31)(88)(93)
Net income, adjusted for amortization of core deposit intangible assets$13,183 $9,904 $38,667 $35,254 
Average equity, as presented$518,222 $470,750 $505,452 $466,563 
Adjustment for average goodwill and core deposit intangible assets(95,319)(95,888)(95,460)(96,037)
Average tangible equity$422,903 $374,862 $409,992 $370,526 
Return on average equity10.04 %8.25 %10.13 %10.00 %
Return on average tangible equity12.40 %10.48 %12.60 %12.72 %
Core Return on Average Tangible Equity:
Core net income (see "Core Net Income" table above)
$13,647 $14,002 $38,193 $40,570 
Adjustment for amortization of core deposit intangible assets139 148 417 444 
Tax impact of above adjustment(1)
(29)(31)(88)(93)
Core net income, adjusted for amortization of core deposit intangible assets
$13,757 $14,119 $38,522 $40,921 
Core return on average tangible equity
12.94 %14.94 %12.55 %14.77 %
(1)    Assumed a 21% tax rate.

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

Tangible Common Equity Ratio. Tangible common equity is the ratio of (i) shareholders’ equity less goodwill and other intangible assets to (ii) total assets less goodwill and other intangible assets. This ratio is a measure used within the financial services industry to assess a company's capital adequacy.

(Dollars in thousands, except number of shares, per share data and ratios)September 30,
2024		December 31,
2023
Tangible Book Value Per Share:
Shareholders’ equity, as presented$529,900 $495,064 
Adjustment for goodwill and core deposit intangible assets(95,251)(95,668)
Tangible shareholders’ equity$434,649 $399,396 
Shares outstanding at period end14,577,218 14,565,952 
Book value per share$36.35 $33.99 
Tangible book value per share$29.82 $27.42 
Tangible Common Equity Ratio:
Total assets$5,745,180 $5,714,506 
Adjustment for goodwill and core deposit intangible assets(95,251)(95,668)
Tangible assets$5,649,929 $5,618,838 
Common equity ratio9.22 %8.66 %
Tangible common equity ratio7.69 %7.11 %


50

Core Deposits. Core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates core deposits as total deposits (as reported on the consolidated statements of condition) less certificates of deposit and brokered deposits. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.

(Dollars in thousands)
September 30,
2024
December 31,
2023
Total deposits$4,575,226 $4,597,360 
Adjustment for certificates of deposit(553,481)(609,503)
Adjustment for brokered deposits(168,674)(101,919)
Core deposits$3,853,071 $3,885,938 

Average Core Deposits. Average core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates average core deposits as total average deposits (excluding average brokered deposits, as disclosed on the Average Balance, Interest and Yield/Rate Analysis tables) less average certificates of deposit. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.

Three Months Ended
September 30,
Nine Months Ended
September 30,
(Dollars in thousands)2024202320242023
Total average deposits(1)
$4,379,935 $4,483,614 $4,366,635 $4,476,668 
Adjustment average certificates of deposit(565,063)(497,301)(577,007)(409,909)
Average core deposits$3,814,872 $3,986,313 $3,789,628 $4,066,759 
(1)    Brokered deposits are excluded from total average deposits, as presented on the Average Balance, Interest and Yield/Rate analysis table.
51

CRITICAL ACCOUNTING POLICIES

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

There have been no material changes to the Company's critical accounting policies from those disclosed within its Annual Report on Form 10-K for the year ended December 31, 2023. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, for discussion of the Company's critical accounting policies.

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

GENERAL OVERVIEW

Camden National Corporation (hereafter referred to as “we,” “our,” “us,” or the “Company”) is a publicly-held bank holding company, with approximately $5.7 billion in assets as of September 30, 2024, incorporated under the laws of the State of Maine and headquartered in Camden, Maine. Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company, was founded in 1875. The Company was founded in 1984, went public in 1997 and is registered with NASDAQ Global Market (“NASDAQ”) under the ticker symbol "CAC."

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

The Company operates throughout Maine, with its primary markets and presence being throughout coastal and central Maine and select areas of New Hampshire. The Company and the Bank generally have effectively competed with other financial institutions by emphasizing customer service, highlighted by local decision-making, establishing long-term customer relationships, building customer loyalty and providing products and services designed to meet the needs of customers.

EXECUTIVE OVERVIEW

On September 10, 2024, we announced the acquisition of Northway Financial, Inc. (“NFI”) with an expected closing date in the first quarter of 2025, subject to Northway shareholder approval, receiving required regulatory approvals and other customary closing conditions. NFI is the parent company of Northway Bank, a New Hampshire state-chartered bank, with 16 branches in New Hampshire. The merger will allow the Company to build upon its presence in New England and is forecasted to improve its future financial profile.

Net income and diluted EPS for the nine months ended September 30, 2024 was $38.3 million and $2.62, respectively, each an increase of 10% over the same period in 2023. Our operating results for the nine months ended September 30, 2024 and 2023, included certain non-recurring events, which included merger-related costs of $727,000 for the nine months ended September 30, 2024 (refer to "Non-GAAP Financial Measures and Reconciliation to GAAP" for additional details). On a non-GAAP basis, core net income for the nine months ended September 30, 2024, was $38.2 million and core diluted EPS was $2.61, each a decrease of 6% compared to the same period in 2023.

The Company’s financial results for the nine months ended September 30, 2024 continued to be impacted by the change in the interest rate environment between periods, which directly affected net interest income. Net interest income for the nine months ended September 30, 2024, decreased 3% compared to the same period of 2023, and was primarily driven by net interest margin compression of seven basis points between periods to 2.37% for the nine months ended September 30, 2024. Our net interest margin bottomed-out in the first quarter of 2024 at 2.30%, and we have seen steady improvements since that time as highlighted by a reported net interest margin of 2.46% for the third quarter of 2024. We have taken actions to optimize our net interest margin throughout 2023 and 2024, including, but not limited to: (1) redeploying investment cash flows to fund
52

new loan originations at current market interest rates; (2) maintaining disciplined new loan origination pricing; (3) introducing a new high-yield savings deposit account focused on driving new and expanding existing relationships; (4) repricing and driving the outflow of certain high-cost, non-core deposit customer relationships and replacing funding with more cost-effective alternatives; and (5) leveraging interest rate swap derivatives. We continue to be liability sensitive as of September 30, 2024 (refer to “Risk Management — interest Rate Risk”) and anticipate the recent 50 basis point cut of the Federal Funds Rate that occurred in mid-September 2024, and future Federal Funds Rate cuts, to prove beneficial to our net interest margin in future periods.

Asset quality continues to be a top focus in the current economic cycle. We continue to actively monitor our loan portfolio, including those segments and industries that have been identified as having higher credit risk in the current economic cycle (such as nonowner occupied commercial real estate office loans), through reviews and stress analyses. Through these reviews and analyses, we have not identified any increased risks or signs of systemic distress within any segments in our loan portfolios as of September 30, 2024. We continue to maintain our lending discipline and did not have any credit concentrations exceeding internal or regulatory limits as of September 30, 2024. For the nine months ended September 30, 2024, we continued to track favorably across our key credit quality indicator metrics, highlighted by past due loans of 0.03% of total loans, non-performing assets of 0.12% of total assets, and annualized net charge-offs of 0.03%. When combining these strong credit quality metrics, with a more favorable macroeconomic forecast since December 31, 2023, the allowance for credit losses ("ACL") on loans decreased to 0.86% as of September 30, 2024, compared to 0.90% at December 31, 2023.

We continue to maintain a strong capital position with all regulatory capital ratios exceeding regulatory levels and growing over the nine months ended September 30, 2024. Additionally, the change in the interest rate environment since December 31, 2023, has provided relief with regard to the valuation of the Company’s investment portfolio and has resulted in elevated levels of shareholders’ equity and tangible capital. The Company’s common equity ratio increased 56 basis points since December 31, 2023 to 9.22% at September 30, 2024, and its tangible common equity ratio increased 58 basis points over the same period to 7.69% at September 30, 2024.

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The following table outlines other key financial metrics for the periods indicated:
As of or for the
Three Months Ended
(In thousands, except per share data and ratios)
September 30,
2024		December 31,
2023		September 30,
2023
% Change Sep 2024 vs. Dec 2023
% Change Sep 2024 vs. Sep 2023
Earnings and Profitability
Net income$13,073 $8,480 $9,787 54 %34 %
Core net income (non-GAAP)
$13,647 $12,410 $14,002 10 %(3)%
Diluted EPS$0.90 $0.58 $0.67 55 %34 %
Core diluted EPS (non-GAAP)
$0.94 $0.85 $0.96 11 %(2)%
Return on average assets0.91 %0.59 %0.68 %0.32 %0.23 %
Core return on average assets (non-GAAP)
0.95 %0.87 %0.97 %0.08 %(0.02)%
Return on average equity10.04 %7.20 %8.25 %2.84 %1.79 %
Core return on average equity (non-GAAP)
10.48 %10.53 %11.80 %(0.05)%(1.32)%
Return on average tangible equity (non-GAAP)12.40 %9.18 %10.48 %3.22 %1.92 %
Core return on average tangible equity (non-GAAP)
12.94 %13.38 %14.94 %(0.44)%(2.00)%
Efficiency ratio (non-GAAP)62.39 %63.48 %60.63 %(1.09)%1.76 %
Balance Sheet and Liquidity
Loans $4,116,729 $4,098,094 $4,058,413 — %1 %
Deposits$4,575,226 $4,597,360 $4,678,406 — %(2)%
Cash dividends declared per share$0.42 $0.42 $0.42 — %— %
Uninsured and uncollateralized deposits to total deposits15.27 %14.56 %15.33 %0.71 %(0.06)%
Available liquidity sources to uninsured and uncollateralized deposits204.17 %201.67 %214.54 %2.50 %(10.37)%
Credit Quality and Capital
Non-performing assets to total assets0.12 %0.13 %0.11 %(0.01)%0.01 %
Loans 30-89 days past due to total loans0.03 %0.12 %0.09 %(0.09)%— %
Allowance for credit losses on loans to total loans0.86 %0.90 %0.90 %(0.04)%(0.04)%
Total risk-based capital ratio14.85 %14.36 %14.19 %0.49 %0.66 %
Tangible common equity ratio (non-GAAP)7.69 %7.11 %6.47 %0.58 %1.23 %


54

As of or for the
Nine Months Ended
(In thousands, except per share data and ratios)
September 30,
2024		September 30,
2023
% Change Sep 2024 vs. Sep 2023
Earnings and Profitability
Net income$38,338 $34,903 10 %
Core net income (non-GAAP)
$38,193 $40,570 (6)%
Diluted EPS$2.62 $2.39 10 %
Core diluted EPS (non-GAAP)
$2.61 $2.77 (6)%
Return on average assets0.89 %0.82 %— %
Core return on average assets (non-GAAP)
0.89 %0.95 %(0.06)%
Return on average equity10.13 %10.00 %0.13 %
Core return on average equity (non-GAAP)
10.09 %11.63 %(1.54)%
Return on average tangible equity (non-GAAP)12.60 %12.72 %(0.12)%
Core return on average tangible equity (non-GAAP)
12.55 %14.77 %(2.22)%
Efficiency ratio (non-GAAP)63.78 %60.87 %2.91 %
Balance Sheet and Liquidity
Loans $4,116,729 $4,058,413 1 %
Deposits$4,575,226 $4,678,406 (2)%
Cash dividends declared per share$1.26 $1.26 — %
Uninsured and uncollateralized deposits to total deposits15.27 %15.33 %(0.06)%
Available liquidity sources to uninsured and uncollateralized deposits204.17 %214.54 %(10.37)%
Credit Quality and Capital
Non-performing assets to total assets0.12 %0.11 %0.01 %
Loans 30-89 days past due to total loans0.03 %0.09 %— %
Allowance for credit losses on loans to total loans0.86 %0.90 %(0.04)%
Total risk-based capital ratio14.85 %14.19 %0.66 %
Tangible common equity ratio (non-GAAP)7.69 %6.47 %1.22 %
55

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin
Net interest income is the interest earned on loans, securities, and other interest-earning assets, adjusted for net loan fees, origination costs, and accretion or amortization of fair value marks on loans and/or CDs created in purchase accounting, less the interest paid on interest-bearing deposits and borrowings. Net interest income is our largest source of revenue ("revenue" is defined as the sum of net interest income and non-interest income). For the quarter ended September 30, 2024, net interest income was 75% of total revenues, compared to 87% for the same period in 2023. For the nine months ended September 30, 2024, net interest income was 75% of total revenues, compared to 80% for the first nine months of 2023. Net interest income is affected by factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies and competitive conditions, loan prepayment speeds, the volume and mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets.

Net interest margin is calculated as net interest income on a fully-taxable equivalent basis (non-GAAP) as a percentage of average interest-earning assets.

Net Interest Income (Fully-Taxable Equivalent). Net interest income on a fully-taxable equivalent basis for the quarter ended September 30, 2024 was $33.8 million, an increase of $931,000, or 3%, compared to the third quarter of 2023. Between periods the Company’s net interest margin on a fully-taxable equivalent basis increased 7 basis points to 2.46% for the third quarter of 2024.
•Interest income on a fully-taxable equivalent basis increased $6.1 million, or 10%, between periods primarily driven by the higher interest rate environment between years. For the third quarter of 2024, the Company’s yield on average interest-earning assets was 4.69%, compared to 4.23% for the same period in 2023.
The Company’s average loan yield was 5.29% for the three months ended September 30, 2024, an increase of 44 basis points over the same period in 2023. In mid-June 2024, a $100.0 million balance sheet interest rate swap on the commercial real estate loan portfolio matured, and the third quarter of 2024 marked the first complete quarter in which the benefit of this maturity was realized, contributing to improved expansion between periods. Throughout 2024, we redeployed loan and investment cash flows primarily to fund new loan originations at current market interest rates and further support our loan yield expansion.
The Company’s average investment yield was 2.59% for the third quarter of 2024, an increase of 32 basis points over the same period in 2023. The increase between periods is the result of the continued cash flow from lower-yielding investments combined with the sale of investments in the second half of 2023 to reposition the Company's balance sheet. The increase in our investment yield drove an increase in interest income on investments year-over-year and fully offset the impact of a decrease in average investment balances of 7% between periods.
•Interest expense increased $5.0 million between periods primarily due to a 42 basis point increase in our average cost of funds to 2.35% for the second quarter of 2024. Our deposit and borrowing costs increased throughout the past year due to the higher interest rate environment.
The Company’s average deposit costs for the quarter ended September 30, 2024 were 2.09%, compared to 1.67% for the same period in 2023. Deposit costs continued to be inflated throughout the first nine months 2024 due to prolonged higher short-term interest rates. Increases in deposit costs over the past year were also the result of strong deposit competition within our markets, and more broadly across depository institutions, as well as changes in the deposit mix as depositors have been more conscious to move excess cash into higher interest-earning deposit accounts.
The Company’s average cost of borrowings for the three months ended September 30, 2024, was 3.90%, compared to 3.70% for the three months ended September 30, 2023. The increase was driven by the continued higher short-term interest rates between years and the change in mix of borrowings.

Net Interest Income (Fully-Taxable Equivalent). For the nine months ended September 30, 2024, the Company's net interest income on a fully-taxable equivalent basis was $97.5 million, a decrease of $2.7 million, or 3%, compared to the same period in 2023. Between periods, the Company’s net interest margin on a fully-taxable equivalent basis decreased 7 basis points to 2.37% for the nine months ended September 30, 2024.
•Interest expense increased $22.1 million between periods primarily due to a 58 basis point increase in our average cost of funds to 2.32% for the nine months ended September 30, 2024, which included an increase in average deposit costs of 58 basis points between periods to 2.04% for the nine months ended September 30, 2024.
56

•Interest income on a fully-taxable equivalent basis increased $19.6 million between periods primarily driven by interest-earning assets yield expansion of 48 basis points to 4.57% for the nine months ended September 30, 2024. This increase in yields more than offset the decrease in average interest-earning assets of $10.5 million. Between periods, our average loan yield expanded 46 basis points to 5.15% for nine months ended September 30, 2024. For the first nine months of 2024, our investment yield expanded to 2.61%, an increase of 39 basis points over the same period in 2023. These increased yields reflect the increase in interest rates between periods and the maturity of lower yielding assets.




57

Quarterly Average Balance, Interest and Yield/Rate Analysis
Three Months Ended
September 30, 2024September 30, 2023
(Dollars in thousands)Average BalanceInterestYield/RateAverage BalanceInterestYield/Rate
Assets
Interest-earning assets:
 Interest-bearing deposits in other banks and other interest-earning assets$48,914 $583 4.66 %$48,401 $500 4.04 %
Investments - taxable1,138,979 7,192 2.53 %1,177,367 6,306 2.14 %
Investments - nontaxable(1)
61,864 584 3.78 %102,872 947 3.68 %
Loans(2):
Commercial real estate1,706,509 23,610 5.41 %1,658,125 20,496 4.84 %
Commercial(1)
375,944 6,254 6.51 %391,491 6,082 6.08 %
Municipal(1)
17,186 223 5.17 %18,888 210 4.41 %
Residential real estate1,780,665 20,151 4.53 %1,762,860 18,441 4.18 %
Consumer and home equity264,178 5,289 7.96 %252,357 4,924 7.74 %
Total loans4,144,482 55,527 5.29 %4,083,721 50,153 4.85 %
Total interest-earning assets5,394,239 63,886 4.69 %5,412,361 57,906 4.23 %
Cash and due from banks64,063 75,633 
Other assets288,590 265,781 
Less: ACL(35,334)(36,975)
Total assets$5,711,558 $5,716,800 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking$934,403 $— — %$1,019,450 $— — %
Interest checking1,440,374 9,283 2.56 %1,584,314 9,669 2.42 %
Savings679,118 1,614 0.95 %661,126 225 0.14 %
Money market760,977 6,613 3.46 %721,423 5,182 2.85 %
Certificates of deposit565,063 5,473 3.85 %497,301 3,828 3.05 %
Total deposits4,379,935 22,983 2.09 %4,483,614 18,904 1.67 %
Borrowings:
Brokered deposits156,618 2,068 5.25 %161,623 2,065 5.07 %
Customer repurchase agreements190,936 921 1.92 %193,297 822 1.69 %
Junior subordinated debentures
44,331 534 4.79 %44,331 539 4.83 %
Other borrowings336,899 3,628 4.28 %263,705 2,755 4.14 %
Total borrowings728,784 7,151 3.90 %662,956 6,181 3.70 %
Total funding liabilities5,108,719 30,134 2.35 %5,146,570 25,085 1.93 %
Other liabilities84,617 99,480 
Shareholders' equity518,222 470,750 
Total liabilities & shareholders' equity$5,711,558 $5,716,800 
Net interest income (fully-taxable equivalent)33,752 32,821 
Less: fully-taxable equivalent adjustment(165)(237)
Net interest income$33,587 $32,584 
Net interest rate spread (fully-taxable equivalent)2.34 %2.30 %
Net interest margin (fully-taxable equivalent)2.46 %2.39 %
(1)    Reported on tax-equivalent basis calculated using a 21% tax rate, including certain commercial loans.
(2)    Non-accrual loans and loans held for sale are included in total average loans.





58

Year-to-Date Average Balance, Interest and Yield/Rate Analysis
Nine Months Ended
September 30, 2024September 30, 2023
(Dollars in thousands)Average BalanceInterestYield/RateAverage BalanceInterestYield/Rate
Assets
Interest-earning assets:
 Interest-bearing deposits in other banks and other interest-earning assets$47,893 $1,840 5.05 %$30,002 $1,088 4.78 %
Investments - taxable1,163,118 22,222 2.55 %1,209,000 18,996 2.09 %
Investments - nontaxable(1)
62,014 1,757 3.78 %104,518 2,878 3.67 %
Loans(2):
Commercial real estate1,696,882 66,511 5.15 %1,658,188 59,494 4.73 %
Commercial(1)
384,402 18,591 6.35 %402,331 17,681 5.80 %
Municipal(1)
16,067 580 4.82 %17,467 524 4.01 %
Residential real estate1,775,502 59,569 4.47 %1,742,340 52,371 4.01 %
Consumer and home equity260,635 15,471 7.93 %253,137 14,118 7.46 %
Total loans4,133,488 160,722 5.15 %4,073,463 144,188 4.69 %
Total interest-earning assets5,406,513 186,541 4.57 %5,416,983 167,150 4.09 %
Cash and due from banks68,596 61,290 
Other assets282,728 264,665 
Less: ACL(35,937)(37,172)
Total assets$5,721,900 $5,705,766 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking$923,207 $— — %$1,031,700 $— — %
Interest checking1,469,812 27,939 2.54 %1,637,231 27,339 2.23 %
Savings634,478 2,729 0.57 %693,468 526 0.10 %
Money market762,131 19,325 3.39 %704,360 13,226 2.51 %
Certificates of deposit577,007 16,597 3.84 %409,909 7,799 2.54 %
Total deposits4,366,635 66,590 2.04 %4,476,668 48,890 1.46 %
Borrowings:
Brokered deposits146,969 5,808 5.28 %206,206 7,156 4.64 %
Customer repurchase agreements186,401 2,486 1.78 %189,532 2,010 1.42 %
Junior subordinated debentures44,331 1,592 4.80 %44,331 1,600 4.83 %
Other borrowings379,751 12,546 4.41 %237,546 7,239 4.07 %
Total borrowings757,452 22,432 3.96 %677,615 18,005 3.55 %
Total funding liabilities5,124,087 89,022 2.32 %5,154,283 66,895 1.74 %
Other liabilities92,361 84,920 
Shareholders' equity505,452 466,563 
Total liabilities & shareholders' equity$5,721,900 $5,705,766 
Net interest income (fully-taxable equivalent)97,519 100,255 
Less: fully-taxable equivalent adjustment(475)(701)
Net interest income$97,044 $99,554 
Net interest rate spread (fully-taxable equivalent)2.25 %2.35 %
Net interest margin (fully-taxable equivalent)2.37 %2.44 %
(1)    Reported on tax-equivalent basis calculated using a 21% tax rate, including certain commercial loans.
(2)    Non-accrual loans and loans held for sale are included in total average loans.




59

The following table presents certain information on a fully-taxable equivalent basis regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to rate and volume. The (a) changes in volume (change in volume multiplied by prior period's rate), (b) changes in rates (change in rate multiplied prior period's volume), and (c) changes in rate/volume (change in rate multiplied by the change in volume), which is allocated to the change due to rate column.
Three Months Ended
September 30, 2024 vs. September 30, 2023
Nine Months Ended
September 30, 2024 vs. September 30, 2023
Increase (Decrease) Due to:Net Increase (Decrease)Increase (Decrease) Due to:Net Increase (Decrease)
(In thousands)VolumeRateVolumeRate
Interest-earning assets:            
Interest-bearing deposits in other banks and other interest-earning assets$5 $78 $83 $641 $111 $752 
Investments – taxable(205)1,091 886 (719)3,945 3,226 
Investments – nontaxable(377)14 (363)(1,170)49 (1,121)
Commercial real estate598 2,516 3,114 1,393 5,624 7,017 
Commercial(242)414 172 (791)1,701 910 
Municipal(19)32 13 (42)98 56 
Residential real estate186 1,524 1,710 997 6,201 7,198 
Consumer and home equity230 135 365 419 934 1,353 
Total interest income (fully-taxable equivalent)176 5,804 5,980 728 18,663 19,391 
Interest-bearing liabilities:
Interest checking(876)490 (386)(2,795)3,395 600 
Savings6 1,383 1,389 (44)2,247 2,203 
Money market283 1,148 1,431 1,086 5,013 6,099 
Certificates of deposit520 1,125 1,645 3,177 5,621 8,798 
Brokered deposits(64)67 3 (2,058)710 (1,348)
Customer repurchase agreements(10)109 99 (33)509 476 
Junior subordinated debentures— (5)(5)— (8)(8)
Other borrowings763 110 873 4,333 974 5,307 
Total interest expense622 4,427 5,049 3,666 18,461 22,127 
Net interest income (fully-taxable equivalent)$(446)$1,377 $931 $(2,938)$202 $(2,736)

Net interest income on a fully-taxable equivalent basis included the following for the periods indicated:
Income Statement Location
Three Months Ended
September 30,
Nine Months Ended
September 30,
(In thousands)
2024
2023
20242023
Interest income from residential real estate derivatives
Interest income
$1,523 $1,412 $4,566 $3,095 
Loan fees (costs)
Interest income1,344 241 2,248 (70)
Net fair value mark accretion from purchase accounting
Interest income and Interest expense54 29 97 110 
Recoveries on previously charged-off acquired loans
Interest income8 31 109 68 
Total$2,929 $1,713 $7,020 $3,203 

60

Provision (Credit) for Credit Losses
The provision (credit) for credit losses was made up of the following components for the periods indicated:
Three Months Ended
September 30,
Change
Nine Months Ended
September 30, 2024
Change
(Dollars in thousands)20242023$%20242023$%
Provision (credit) for loan losses(1)
$283 $(456)$739 (162)%$(693)$288 $(981)(341)%
(Credit) provision for credit losses on off-balance sheet credit exposures(2)
(44)(118)74 (63)%390 (595)985 (166)%
(Credit) provision for HTM debt securities(3)
— — — — %(910)1,838 (2,748)(150)%
Provision (credit) for credit losses
$239 $(574)$813 (142)%$(1,213)$1,531 $(2,744)(179)%
(1)Provision (credit) for loan losses: The Company recorded provision expense of $283,000 driven by increasing reserves on loans more adversely rated. The release of $456,000 in provision for the three months ended September 30, 2023 was primarily driven by the economic forecast improving from in the quarter and continued strong asset quality. For the nine months ended September 30, 2024, negative provision expense (i.e., credit for credit losses) of $693,000 was recorded and was primarily driven by the continued strong asset quality and the continued improvement of the macroeconomic forecast seen in 2024. The provision of $288,000 for the nine months ended September 30, 2023 was driven by 1% loan growth along with the economic forecast worsening slightly in the first nine months of 2023.
(2)(Credit) provision for credit losses on off-balance sheet credit exposures: As of September 30, 2024 and 2023, the ACL on off-balance sheet credit exposures was $2.7 million. The credit for credit losses recorded for the third quarter of 2024 was primarily due to the decrease in the commercial and residential loan pipelines of $24 million from the second quarter of 2024. The provision for credit losses recorded for the nine months ended September 30, 2024, was driven by a $76.9 million increase in unfunded commitments during the period.
(3)(Credit) provision for HTM debt securities: In the first quarter of 2023, the Company fully wrote-off its Signature Bank corporate bond totaling $1.8 million, upon the announcement of Signature Bank’s failure. In the first quarter of 2024, the Company sold its Signature Bank corporate bond and recovered proceeds of $910,000.

Non-Interest Income
The following table presents the components of non-interest income for the periods indicated:
 Three Months Ended
September 30,		ChangeNine Months Ended
September 30,		Change
(Dollars in thousands)20242023$%20242023$%
Debit card income$3,169 $3,130 $39 1 %$9,104 $9,147 $(43)— %
Service charges on deposit accounts(1)
2,168 2,040 128 6 %6,308 5,737 571 10 %
Income from fiduciary services (2)
1,817 1,641 176 11 %5,436 5,016 420 8 %
Brokerage and insurance commissions(3)
1,414 1,217 197 16 %4,094 3,462 632 18 %
Bank-owned life insurance709 644 65 10 %2,086 1,849 237 13 %
Mortgage banking income, net(4)
973 583 390 67 %2,297 1,889 408 22 %
Net loss on sale of securities(5)
— (5,335)5,335 N.M.— (5,335)5,335 N.M.
Other income(6)
1,156 1,152 4 — %3,048 3,283 (235)(7)%
Total non-interest income$11,406$5,072$6,334 125 %$32,373$25,048$7,325 29 %
Non-interest income as a percentage of total revenues25 %13 %25 %20 %
(1)Service charges on deposit accounts: The increase for the three and nine months ended September 30, 2024, over the same periods in 2023, was driven by the increase in deposit customers’ overdraft utilization and cash management fees earned on corporate and municipal clients.
(2)Income from fiduciary services: The increase for the three and nine months ended September 30, 2024 over the same periods in 2023, was driven by the increase in assets under management of 6% and 12% respectively, to $1.2 billion as of September 30, 2024.
61

(3)Brokerage and insurance commissions: The increase for the three and nine months ended September 30, 2024 over the same periods in 2023, was driven by the increase in assets under administration of 6% and 14%, respectively, to $904.4 million as of September 30, 2024.
(4)Mortgage banking income, net: The increase for the three and nine months ended September 30, 2024, compared to the same periods of 2023, was due to the increase in net gains recognized on residential mortgage loan sales. For the three months ended September 30, 2024, the Company sold $62.4 million, or 63%, of its residential mortgages at an average net gain of 1.10%, compared to $66.2 million, or 59%, at an average net gain of 0.65% for the three months ended September 30, 2023. For the nine months ended September 30, 2024, the Company sold $157.3 million, or 57%, of its residential mortgages at an average net gain of 0.98%, compared to $137.3 million, or 47%, at an average net gain of 0.87% for the nine months ended September 30, 2023.
(5)Net loss on sale of securities: Represents the realized loss upon sale of debt investments in 2023, as we executed investment sales that resulted in pre-tax losses of $5.3 million. The trades were completed to reposition a portion of our balance sheet with an expectation of improved future earnings and profitability as we reinvested the cash proceeds for balance sheet optimization.
(6)Other income: The decrease for the nine months ended September 30, 2024, was driven by a decrease in customer loan swap fees of $273,000 between periods.

Non-Interest Expense
The following table presents the components of non-interest expense for the periods indicated:
 Three Months Ended
September 30,		ChangeNine Months Ended
September 30,		Change
(Dollars in thousands)20242023$%20242023$%
Salaries and employee benefits(1)
$16,545$14,744$1,801 12 %$48,100$44,605$3,4958 %
Furniture, equipment and data processing(2)
3,5783,382196 6 %10,7049,772932 10 %
Net occupancy costs
1,8901,80486 5 %5,9415,735206 4 %
Debit card expense
1,3681,31850 4 %3,9433,781162 4 %
Consulting and professional fees(3)
788897(109)(12)%2,7973,327(530)(16)%
Regulatory assessments
784861(77)(9)%2,4542,574(120)(5)%
Amortization of core deposit intangible assets
139148(9)(6)%417444(27)(6)%
OREO and collection costs, net
94(34)128 N.M.151(25)176 N.M.
Merger and acquisition costs(4)
727 —727 N.M.727—727 N.M.
Other expenses(5)
2,9873,087(100)(3)%8,3389,302(964)(10)%
Total non-interest expense
$28,900$26,207$2,693 10 %$83,572$79,515$4,057 5 %
Ratio of non-interest expense to total revenues64.23%69.60 %64.58 %63.82 %
Efficiency ratio (non-GAAP)62.39%60.63 %63.78 %60.87 %
(1)Salaries and employee benefits: The increase in the three and nine months ended September 30, 2024, compared to the same periods in 2023, was primarily driven by higher incentive accruals due to the change in the operating environment between periods.
(2)Furniture, equipment and data processing: The increase for the three and nine months ended September 30, 2024, compared to the same periods in 2023, reflects the continued investment in customer-facing technology platforms, internal systems and production platforms to drive increased productivity and efficiencies, and updates to various information security and resiliency-related systems and enhancements.
(3)Consulting and professional fees: The decrease for the three and nine months ended September 30, 2024, compared to the same periods in 2023, were driven by legal, consulting and director-related costs associated with the CEO succession and transition that was effective on January 1, 2024.
(4)Merger and acquisition costs: On September 10, 2024, the Company announced the acquisition of NFI with an expected closing date in the first quarter of 2025, subject to NFI shareholder approval, receiving required regulatory approvals and other customary closing conditions. NFI is the parent company of Northway Bank, a New Hampshire state-chartered bank, with 16 branches in New Hampshire. The Company accrued for acquisition associated legal, consulting and other related costs incurred through September 30, 2024.
62

(5)Other expenses: The decrease for the nine months ended September 30, 2024, compared to the same period in 2023, was driven by external recruiting costs associated with the CEO succession and transition that was effective on January 1, 2024.


FINANCIAL CONDITION
Cash and Cash Equivalents
Total cash and cash equivalents as of September 30, 2024, were $139.5 million, compared to $99.8 million at December 31, 2023. We continually monitor our cash levels as part of our liquidity risk management practices. Refer to the "—Liquidity" section for additional details.

Investments
The Company utilizes the investment portfolio to manage liquidity, interest rate risk, and regulatory capital, as well as to take advantage of market conditions to generate returns without undue risk. As of September 30, 2024 and December 31, 2023, our investment portfolio consisted of MBS, CMO, municipal and corporate debt securities, FHLBB and FRB common stock, and mutual funds held in a rabbi trust for the executive and director nonqualified retirement plans. We designate our debt securities as AFS or HTM based on our intent and investment strategy and they are carried at fair value and amortized cost, respectively. Our FHLBB and FRB common stock is carried at cost, and our mutual funds are designated as trading securities and are carried at fair value.

As of September 30, 2024, the reported value of the Company's total investments portfolio was $1.2 billion, a decrease of $33.7 million, or 2.8%, since December 31, 2023. This was driven by changes within our debt securities portfolio, including:
•Pay downs, calls, and maturities of $85.4 million.
•Purchases of MBS and CMO securities of $26.0 million, all of which were designated as AFS.
•Net amortization and accretion of $3.6 million
•The change in fair value of the Company’s AFS debt securities of $22.6 million due to the decrease in interest rates between periods.
Our AFS debt securities portfolio, which comprised 52% and 53% of our investment portfolio as of September 30, 2024 and December 31, 2023, respectively, was carried at fair value using Level 2 valuation techniques. Refer to Note 16 of the consolidated financial statements for further details on the Company's fair value techniques. Our HTM debt securities are carried at amortized cost and comprised 45% and 46% of our investment portfolio as of September 30, 2024 and December 31, 2023, respectively.

The book value of our debt securities as of September 30, 2024 and December 31, 2023, was $1.2 billion at each date. Our debt securities portfolio has limited credit risk due to its composition, which includes securities backed by the U.S. government and government-sponsored agencies, and highly rated corporate and municipal bonds by nationally recognized rating agencies. The following table provides the make-up of the Company's investment portfolio as of September 30, 2024 and December 31, 2023, based on the book value of each security type as a percentage of total book value of the Company's debt securities:
(Dollars in thousands)September 30,
2024
Percent of Total Debt Securities as of
September 30,
2024
December 31,
2023
Percent of Total Debt Securities as of
December 31, 2023
MBS - Agency-backed$792,403 67 %$830,288 67 %
CMO - Agency-backed288,041 24 %306,505 24 %
Municipal61,900 5 %62,691 5 %
Corporate40,980 3 %40,790 3 %
Other - Agency-backed7,695 1 %7,593 1 %
Total$1,191,019 100 %$1,247,867 100 %

We continually monitor and evaluate our investment portfolio to identify and assess risks within our portfolio, including but not limited to, the impact of the current interest rate environment and the related prepayment risk, and the review of credit ratings. The overall mix of debt securities as of September 30, 2024, compared to December 31, 2023, remains consistent and is believed to be well-positioned to provide a stable source of cash flow. As of September 30, 2024 and December 31, 2023, the duration of our debt investment securities portfolio, adjusting for calls when appropriate and consensus prepayment speeds, was
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5.3 years and 5.7 years, respectively.

We completed a review of our HTM and AFS investment portfolio as of September 30, 2024, and concluded that no ACL was warranted on any of the remaining bonds at this time. The fair value and book value of the Company's corporate bonds and municipal securities as of September 30, 2024 and December 31, 2023 was as follows:

September 30,
2024		December 31,
2023
(Dollars in thousands)
# of Securities
Fair ValueBook ValueNet Unrealized (Loss) Gain
# of Securities
Fair ValueBook Value
Net Unrealized Gain (Loss)
Municipal bonds55 $61,993 $61,900 $93 55 $63,159 $62,691 $468 
Corporate bonds19 39,705 40,980 (1,275)20 37,714 40,790 (3,076)
Total74 $101,698 $102,880 $(1,182)75 $100,873 $103,481 $(2,608)

As of September 30, 2024 and December 31, 2023, all of our municipal bonds carried an investment-grade credit rating.

As of September 30, 2024 and December 31, 2023, 69% of our corporate bonds carried an investment-grade credit rating. The remaining corporate bonds were non-rated corporate bonds of community banks within our markets. As of September 30, 2024, the corporate bond portfolio was made up of 18 different companies, which included 16 different banks. The banks in the portfolio range from the largest U.S. banks to community banks, with 32% of our exposure as of September 30, 2024 being to global systemically important banks, or "G-SIBs".

As of September 30, 2024 and December 31, 2023, the Company did not carry an ACL on any of its corporate or municipal bonds.

Our other investments on the consolidated statements of condition consist of FHLBB and FRB common stock. These investments are carried at cost. We are required to maintain a certain level of investment in FHLBB stock based on our level of FHLBB advances, and maintain a certain level of investment in FRB common stock based on the Bank's capital levels. As of September 30, 2024 and December 31, 2023, our investment in FHLBB stock totaled $17.1 million and $10.0 million, respectively, and our investment in FRB stock was $5.4 million at each date.

Our investments in mutual funds are designated as trading securities and carried at fair value. These investments are held within a rabbi trust and will be used for future payments associated with the Company’s Executive and Director Deferred Compensation Plan. These investments are carried at fair value using Level 1 valuation techniques. Refer to Note 16 of the consolidated financial statements for further details on fair value.

Loans
The following table sets forth the composition of our loan portfolio as of the dates indicated:
Change
(Dollars in thousands)September 30,
2024		December 31,
2023		($)(%)
Commercial real estate - non-owner-occupied$1,387,593 $1,370,446 $17,147 1 %
Commercial real estate - owner-occupied320,330 301,860 18,470 6 %
Commercial382,507 403,901 (21,394)(5)%
Residential real estate1,762,395 1,763,378 (983)— %
Consumer and home equity263,904 258,509 5,395 2 %
Total loans$4,116,729 $4,098,094 $18,635 — %
Commercial Loan Portfolio$2,090,430 $2,076,207 $14,223 1 %
Retail Loan Portfolio$2,026,299 $2,021,887 $4,412 — %
Commercial Portfolio Mix51 %51 %
Retail Portfolio Mix49 %49 %

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Portfolio Concentrations. Our primary market continues to be Maine, making up 68% of the loan portfolio as of September 30, 2024 and December 31, 2023. Massachusetts and New Hampshire are our second and third largest markets that we serve, making up 16% and 10% of our total loan portfolio, respectively, as of September 30, 2024 and December 31, 2023. As of September 30, 2024, our distribution channels included 55 branches within Maine, two locations in New Hampshire, including a branch in Portsmouth and a commercial loan production office in Manchester, and an online residential mortgage and small business digital loan platform.

As of September 30, 2024, the non-residential building operators' industry (operators of commercial and industrial buildings, retail establishments, theaters, banks and insurance buildings) and lessors of residential buildings industry (lessors of buildings used as residences, such as single-family homes, apartments and town houses) concentrations were 31% and 30% of our total commercial real estate portfolio and 13% and 12% of total loans, respectively. As of December 31, 2023, the non-residential building operators’ industry and lessors of residential building industry concentrations were 33% and 28%, respectively, of total commercial real estate portfolio and 14% and 11% of total loans. As of September 30, 2024, there were no other industry concentrations within our loan portfolio that exceeded 10% of total loans.

The table below summarizes the significant industries within the Company’s commercial loan portfolio at the dates indicated:
September 30,
December 31,
20242023Change
(Dollars in thousands)$% of Commercial Loan Portfolio$% of Commercial Loan Portfolio$%
Real estate investment(1)
$1,049,651 50 %$1,057,148 51 %$(7,497)(1)%
Lodging
225,960 11 %229,017 11 %(3,057)(1)%
Retail trade137,222 7 %116,623 6 %20,599 18 %
Health care
105,030 5 %95,801 5 %9,229 10 %
Construction
79,141 4 %73,936 4 %5,205 7 %
Manufacturing
69,921 3 %74,089 4 %(4,168)(6)%
Finance and insurance
61,619 3 %66,038 3 %(4,419)(7)%
Wholesale trade
60,263 3 %67,512 3 %(7,249)(11)%
Other (each < 3%)
301,623 14 %296,043 14 %5,580 2 %
Total
$2,090,430 100 %$2,076,207 100 %$14,223 1 %
Commercial loan portfolio mix:
Commercial real estate - non-owner-occupied$1,387,593 67 %$1,370,446 66 %17,147 1 %
Commercial real estate - owner-occupied320,330 15 %301,860 15 %18,470 6 %
Commercial382,507 18 %403,901 19 %(21,394)(5)%
Total$2,090,430 100 %$2,076,207 100 %$14,223 1 %

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(1) The following table summarizes the real estate investment loan portfolio, by property type as of the dates indicated:
September 30,
December 31,
20242023Change
(Dollars in thousands)$% of Real Estate Investment Portfolio% of Total Loan Portfolio$% of Real Estate Investment Portfolio% of Total Loan Portfolio$%
Multi-family (5+ units)(a)
$266,681 25 %6 %$274,181 26 %7 %$(7,500)(3)%
Multi-family (1-4 units)(b)
174,308 17 %4 %153,166 14 %4 %21,142 14 %
Office(c)
167,181 16 %4 %169,904 16 %4 %(2,723)(2)%
Industrial
165,150 16 %4 %164,021 16 %4 %1,129 1 %
Retail
159,640 15 %4 %167,865 16 %4 %(8,225)(5)%
Other(d)
116,691 11 %3 %128,011 12 %3 %(11,320)(9)%
Total
$1,049,651 100 %25 %$1,057,148 100 %26 %$(7,497)(1)%
(a) Multi-family (5+ units) loans are primarily located in non-urban locations, including 80% in Maine, 11% in Massachusetts, 7% in New Hampshire, and 2% in other states as of September 30, 2024. As of December 31, 2023, there were 79% in Maine, 11% in Massachusetts, 8% in New Hampshire, and 2% in other states.
(b) Represents multi-family (1-4 units) that are used for commercial purposes.
(c) Office loans are primarily located in non-urban locations, including 52% in Maine and 26% in New Hampshire as of September 30, 2024 and December 31, 2023, respectively. There were 23% and 22% in Massachusetts as of September 30, 2024 and December 31, 2023, respectively.
(d) Other includes multiple property types that individually are less than 5% of the real estate investment portfolio and individually are 1% or less of the total loan portfolio.

Related Party Transactions. The Bank is permitted, in its normal course of business, to make loans to certain officers and directors of the Company and Bank under terms that are consistent with the Bank’s lending policies and regulatory requirements. In addition to extending loans to certain officers and directors of the Company and Bank on terms consistent with the Bank’s lending policies, federal banking regulations also require training, audit and examination of the adherence to this policy (also known as “Regulation O” requirements). Note 5 of the consolidated financial statements provide information on related party lending and deposit transactions, respectively. We have not entered into significant related party transactions.

Asset Quality
Our practice is to manage the Company's loan portfolio proactively so that we are able to effectively identify problem credits and trends early, assess and implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continually reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company continues to dedicate significant resources to monitor and manage credit risk throughout our loan portfolio and includes management and board-level oversight as follows:
•The Credit Risk and Special Assets teams and the Credit Risk Policy Committee, which is an internal management committee comprised of the Company’s president and chief executive officer and other various executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Risk, and Commercial and Retail Banking, oversee the Company's systems and procedures to monitor the credit quality of its loan portfolio, conduct a loan review program, and maintain the integrity of the loan ratings system.
•The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee comprised of the Company’s president and chief executive officer and other executives and senior managers across business lines, including Accounting and Finance; Credit Underwriting, Credit Risk and Special Assets; Risk and Compliance; Commercial Banking; and Retail Banking. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.
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•The Directors Credit Committee of the Board of Directors reviews large credit exposures, monitors external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, and concentration levels.
•The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.

Non-Performing Assets. Non-performing assets include non-accrual loans, accruing loans 90 days or more past due, accruing TDRs prior to the Company's adoption ASU 2022-02, and property acquired through foreclosure or repossession. The following table sets forth the composition and amounts of our non-performing loans as of the dates indicated:
(Dollars in thousands)
September 30,
2024
December 31,
2023
Non-accrual loans:  
Commercial real estate - non-owner-occupied$130 $262 
Commercial real estate - owner-occupied— 124 
Commercial2,057 1,725 
Residential real estate2,497 2,539 
Consumer and home equity 666 798 
Total non-accrual loans5,350 5,448 
Accruing TDRs prior to ASU 2022-02 adoption not included above1,645 1,990 
Total non-performing loans6,995 7,438 
Other real estate owned— — 
Total non-performing assets$6,995 $7,438 
Total loans, excluding loans held for sale$4,116,729 $4,098,094 
Total assets5,745,180 5,714,506 
ACL on loans35,414 36,935 
ACL on loans to non-accrual loans661.94 %677.96 %
Non-accrual loans to total loans0.13 %0.13 %
Non-performing loans to total loans0.17 %0.18 %
Non-performing assets to total assets0.12 %0.13 %

Potential Problem Loans. Potential problem loans consist of classified accruing commercial and commercial real estate loans that were 30-89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in a loss. These loans are not included in the above analysis of non-accrual loans. As of September 30, 2024 and December 31, 2023, loans classified as potential problem loans totaled $137,000 and $1.2 million, respectively.

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Past Due Loans. Past due loans consist of accruing loans that were 30-89 days past due. The following table presents the recorded investment of past due loans as of the dates indicated:
(Dollars in thousands)
September 30,
2024
December 31,
2023
Accruing loans 30-89 days past due:  
Commercial real estate - non-owner-occupied$— $84 
Commercial real estate - owner-occupied239 656 
Commercial578 2,007 
Residential real estate216 1,290 
Consumer and home equity 358 922 
Total $1,391 $4,959 
Total loans$4,116,729 $4,098,094 
Accruing loans 30-89 days past due to total loans0.03 %0.12 %

ACL. The following table sets forth information concerning the components of our ACL for the periods indicated:
As of or For The
Three Months Ended
September 30,
As of or For The
Nine Months Ended
September 30,
As of or For The
Year Ended
December 31, 2023
(Dollars in thousands)2024202320242023
ACL on loans at the beginning of the period$35,412 $36,983 $36,935 $36,922 $36,922 
Provision (credit) for loan losses
283 (456)(693)288 1,174 
Net charge-offs (recoveries)(1)
  
Commercial real estate(1)41 (9)39 39 
Commercial286 66 887 749 1,089 
Residential real estate(6)(5)(19)(20)(26)
Consumer and home equity2 18 (31)35 59 
Total net charge-offs281 120 828 803 1,161 
ACL on loans at the end of the period$35,414 $36,407 $35,414 $36,407 $36,935 
Components of ACL:  
ACL on loans$35,414 $36,407 $35,414 $36,407 $36,935 
ACL on off-balance sheet credit exposures2,743 2,670 2,743 2,670 2,353 
ACL at end of the period$38,157 $39,077 $38,157 $39,077 $39,288 
Total loans, excluding loans held for sale$4,116,729 $4,058,413 $4,116,729 $4,058,413 $4,098,094 
Average Loans$4,144,482 $4,083,721 $4,133,488 $4,073,463 $4,076,681 
Net charge-offs to average loans (annualized)0.03 %0.01 %0.03 %0.03 %0.03 %
Provision (credit) for loan losses (annualized) to average loans
0.03 %(0.04)%(0.02)%0.01 %0.03 %
ACL on loans to total loans0.86 %0.90 %0.86 %0.90 %0.90 %
(1)    Additional information related to net charge-offs (recoveries) is presented in the following table for the periods indicated:
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For The Three Months Ended
September 30,
(Dollars in thousands)Total
Charge-offs		Total
Recoveries		Net
Charge-Offs (Recoveries)		Average
Loans		Ratio of Net Charge-Offs (Recoveries) to Average Loans
2024:
Commercial real estate$— $1 $(1)$1,706,509 — %
Commercial 394 108 286 393,130 0.07 %
Residential real estate — 6 (6)1,780,665 — %
Consumer and home equity28 26 2 264,178 — %
Total$422 $141 $281 $4,144,482 0.01 %
2023:
Commercial real estate$58 $17 $41 $1,658,125 — %
Commercial255 189 66 410,379 0.02 %
Residential real estate— 5 (5)1,762,860 — %
Consumer and home equity32 14 18 252,357 0.01 %
Total$345 $225 $120 $4,083,721 — %
For The Nine Months Ended
September 30,
2024:
Commercial real estate$— $9 $(9)$1,696,882 — %
Commercial1,157 270 887 400,469 0.22 %
Residential real estate— 19 (19)1,775,502 — %
Consumer and home equity83 114 (31)260,635 (0.01)%
Total$1,240 $412 $828 $4,133,488 0.02 %
2023:
Commercial real estate$58 $19 $39 $1,658,188 — %
Commercial1,101 352 749 419,798 0.18 %
Residential real estate18 38 (20)1,742,340 — %
Consumer and home equity63 28 35 253,137 0.01 %
Total$1,240 $437 $803 $4,073,463 0.03 %
 For the Year Ended
December 31,
2023:
Commercial real estate$58 $19 $39 $1,659,078 — %
Commercial1,560 471 1,089 415,650 0.26 %
Residential real estate18 44 (26)1,748,076 — %
Consumer and home equity91 32 59 253,877 0.02 %
Total$1,727 $566 $1,161 $4,076,681 0.03 %

ACL on Loans. There were no significant changes in our modeling methodology to determine the ACL on loans during the three months or nine ended September 30, 2024. The significant key assumptions used with the ACL on loans calculation as of September 30, 2024 and December 31, 2023, included: (i) Company-specific macroeconomic factors (i.e., loss drivers), (ii) our forecast period and reversion speed, (iii) prepayment speeds, and (iv) various qualitative factors.

As of September 30, 2024 and December 31, 2023, the recorded ACL on loans was $35.4 million, or 0.86% to total loans, and $36.9 million, or 0.90% of total loans, respectively, and represented our best estimate. Our ACL on loans estimate as of each date incorporated multiple forecasted economic scenarios and probability weighting of each scenario. Included within our ACL on loans as of September 30, 2024 and December 31, 2023, was consideration for qualitative factors that may not be, or may not be completely, represented within the Company’s accounting model used to determine its ACL on loans. Each quarter,
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in conjunction with our quarterly close and financial reporting, we evaluate the need for these qualitative factors and make adjustments as appropriate, including consideration of macro- and micro-level changes. The ACL on loans as of September 30, 2024, incorporated a lower weighting for the probability of a forecasted recession scenario over the next 12 to 24 months based on management’s forecasted macroeconomic outlook as of that date, as compared to December 31, 2023, which was the primary driver for the reduction in the ACL on loans between periods.

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

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

ACL on Off-Balance Sheet Credit Exposures. There were no significant changes in our modeling methodology to determine the ACL on off-balance sheet credit exposures during the nine months ended September 30, 2024. The model uses the credit loss factors for each segment calculated within the ACL on loans model described above. The ACL on off-balance sheet credit exposures as of September 30, 2024 and December 31, 2023, was $2.7 million and $2.4 million, respectively.

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

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

ACL on HTM Securities. As of September 30, 2024, we have evaluated our HTM debt securities, and we have not identified any credit concerns. As of September 30, 2024 and December 31, 2023, there was no ACL recorded on HTM investments. Refer to "—Investments" and Note 4 of the consolidated financial statements for further discussion.


Liabilities
Deposits. As of September 30, 2024 and December 31, 2023, deposits totaled $4.6 billion for both periods. The deposit landscape remains intensely competitive across our markets due to the current interest rate environment as depositors continuing to allocate excess liquidity into higher yielding, interest-bearing deposit accounts. We continue to closely manage our deposits. prioritizing the maintenance and enhancement of existing depositor relationships while cultivating new ones. This is balanced with the Company's overall funding cost and liquidity position.

The slight decrease in deposits during the nine months ended September 30, 2024, was primarily driven by a decrease in checking account balances, which were lower by $135.0 million, or 5%, due to: (1) continued remix from low-cost deposits, such as checking accounts, to savings and money markets and CDs; (2) large outflow from normal business activities of one of our larger commercial deposit relationships; and (3) managed outflows of one of our larger high-cost municipal deposit relationships in an effort to optimize our funding costs. CD balances decreased $56.0 million, or 9%, over this same period, as we opted to not renew a single higher-cost municipal CD totaling $50.0 million and were able to utilize other, more cost-effective funding sources. Savings and money market accounts increased $102.1 million, or 7%, over this same period primarily driven by the launch of a new high-yield savings deposit product in the first quarter of 2024 as part of our effort to raise more cost-effective deposits, drive new customer acquisition and deepen customer relationships. This high-yield savings deposit product launch drove a 16% increase in savings accounts as compared to December 31, 2023.

The Company's loan-to-deposit ratio was 90% as of September 30, 2024, compared to 89% at December 31, 2023.

As of September 30 2024, the Company had no customer relationships that exceeded 10% of total deposits.

Uninsured and Uncollateralized Deposits. Total deposits that exceeded the FDIC deposit insurance limit of $250,000 were $979.1 million, or 21% of total deposits, as of September 30, 2024, and $1.1 billion, or 23% of total deposits, as of December 31, 2023.
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Total uninsured and uncollateralized deposits that exceeded the FDIC deposit insurance limit of $250,000 and were not secured by pledged assets or any other guarantee of the Company totaled $698.4 million, or 15% of total deposits, as of September 30, 2024, and $669.5 million, or 15% of total deposits, as of December 31, 2023.

The balance of CDs that exceeded the FDIC deposit insurance limit of $250,000 was $109.2 million, or 20% of CD balances, as of September 30, 2024, and $167.2 million, or 27% of CD balances, as of December 31, 2023. The total uninsured portion of these CDs was $40.4 million, or 7% and $93.7 million, or 15% as of September 30, 2024 and December 31, 2023, respectively.

Borrowings. As of September 30, 2024, total borrowings were $560.7 million, an increase of $30.7 million, or 6%, since December 31, 2023 and were comprised of:
•Customer repurchase agreements totaling $191.3 million, a decrease of $9.3 million, since December 31, 2023
•FHLBB advances of $325.0 million, an increase of $175.1 million since December 31, 2023
•The Company carries interest rate swaps on $325.0 million of FHLBB advances to manage our interest rate risk position and as part of our effort to optimize net interest income and net interest margin.

Shareholders' Equity
Shareholders' equity as of September 30, 2024, totaled $529.9 million, an increase of $34.8 million, or 7%, since December 31, 2023. The increase was driven by net income of $38.3 million for the nine months ended September 30, 2024, offset by regular quarterly cash dividends of $18.4 million, and an increase to AOCI of $14.5 million.

On September 24, 2024, the Company announced a quarterly cash dividend to shareholders of $0.42 per share, payable on October 31, 2024 to shareholders of record as of October 15, 2024. As of September 30, 2024, the Company's annualized dividend yield was 4.07% based on Camden National's closing share price of $41.32, as reported by NASDAQ on September 30, 2024.

In January 2024, the Company's Board of Directors authorized the repurchase of up to 750,000 shares of the Company's common stock, representing approximately 5% of the Company's issued and outstanding shares of common stock as of December 31, 2023. We repurchased 50,000 shares of our common stock at an average price of $32.19 per share through the nine months ended September 30, 2024.

The following table presents certain information regarding shareholders’ equity as of and for the periods indicated:
As of or For The
Three Months Ended
September 30,
As of or For The
Nine Months Ended
September 30,
As of or For The
Year Ended
December 31,
2023
2024202320242023
Financial Ratios
Average equity to average assets
9.07 %8.23 %8.83 %8.18 %8.18 %
Common equity ratio
9.22 %8.02 %9.22 %8.02 %8.66 %
Tangible common equity ratio (non-GAAP)7.69 %6.47 %7.69 %6.47 %7.11 %
Dividend payout ratio
46.67 %62.69 %47.91 %52.72 %56.38 %
Per Share Data
Book value per share
$36.35 $31.82 $36.35 $31.82 $33.99 
Tangible book value per share (non-GAAP)$29.82 $25.24 $29.82 $25.24 $27.42 
Dividends declared per share
$0.42 $0.42 $1.26 $1.26 $1.68 
Refer to "—Capital Resources" and Note 11 of the consolidated financial statements for further discussion of the Company and Bank's capital resources and regulatory capital requirements.

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LIQUIDITY
 
Our liquidity needs require the availability of cash to meet the withdrawal demands of depositors and credit commitments to borrowers. Liquidity is defined as our ability to maintain availability of funds to meet customer needs, as well as to support our asset base. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. Due to the potential for unexpected fluctuations in both deposits and loans, active management of liquidity is necessary. We maintain various sources of funding and levels of liquid assets and monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. Sources of funds that we utilize consist of deposits; borrowings from the FHLBB and other sources; cash flows from loans and investments; and cash flows from operations, including other contractual obligations and commitments.

As of September 30, 2024, our primary liquidity sources available were as follows:
(In thousands)Amount
Available primary liquidity:
Excess cash(1)
$60,117 
Unpledged investment securities596,633 
Over collateralized securities pledging position65,395 
FHLBB570,519 
Fed Discount Window37,427 
Unsecured borrowing lines94,872 
Total available primary liquidity$1,424,963 
(1)     Excess cash represents cash held at the FRB that is above the minimum reserve requirement. As of September 30, 2024, the minimum reserve requirement remains at zero.

Total available primary liquidity of $1.4 billion was 2.0 times uninsured and uncollateralized deposits as of September 30, 2024. Refer to "—Financial Condition—Liabilities—Uninsured and Uncollateralized Deposits" for further details.

In addition to the available primarily liquidity noted above, as of September 30, 2024, we may access additional funding through brokered deposits.
Although we believe that our level of liquidity is sufficient to meet current and future funding requirements, changes in current economic conditions, including consumer saving habits and the availability or access to the brokered deposit and wholesale repurchase markets, could significantly affect our liquidity position.

Deposits. Deposits continue to represent our primary source of funds. As of September 30, 2024 and December 31, 2023, total deposits, including brokered deposits, were $4.6 billion at each date. Core deposits (which excludes CDs and brokered deposits) (non-GAAP) decreased $32.9 million, or 1%, during the nine months ended September 30, 2024 to $3.9 billion. CDs decreased $56.0 million, or 9%, during the nine months ended September 30, 2024 to $553.5 million. The decreases in core deposits and CDs were offset by an increase in brokered deposits of $66.8 million, or 65%, during the nine months ended September 30, 2024 to $168.7 million. Brokered deposits consisted of $75.0 million of brokered CDs and $93.7 million of brokered money market accounts. As of September 30, 2024, all brokered CDs were scheduled to mature within 12 months. Refer to “—Financial Condition—Liabilities—Deposits” for further discussion on deposits.

The following is a summary of the scheduled maturities of CDs (not including brokered CDs) as of September 30, 2024:
(In thousands)CDs
1 year or less$514,406 
> 1 year39,075 
Total$553,481 

Borrowings. Borrowings are used to supplement deposits as a source of liquidity. Our primary sources of borrowings are the FHLBB, FRB and other federal funds and customer repurchase agreements. As of September 30, 2024, total borrowings were $560.7 million, compared to $529.9 million as of December 31, 2023. We secure borrowings from the FHLBB with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. As of September 30, 2024, the Company had $570.5 million in borrowing capacity from the FHLBB.
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Customer repurchase agreements are secured by mortgage-backed securities and government-sponsored enterprises. Through the Bank, as of September 30, 2024, we have available lines of credit of $9.9 million with the FHLBB, $95.0 million with three correspondent banks, and of $37.4 million with the FRB Discount Window. We also have access to the brokered deposit market and wholesale reverse repurchase transactions market. These sources are considered as liquidity alternatives in our contingent liquidity plan.

The following is a summary of the scheduled maturities of borrowings as of September 30, 2024:
(In thousands)FHLBB AdvancesCustomer Repurchase AgreementsJunior Subordinated DebenturesTotal
1 year or less$325,000 $191,336 $— $516,336 
> 1 year— — 44,331 44,331 
Total$325,000 $191,336 $44,331 $560,667 

Loans. Contractual loan repayments also affect our liquidity position. Actual speed and timing of repayment may differ materially from contract terms due to prepayments or nonpayment.

The Company's unpledged residential mortgage loan portfolio is also a source of contingent liquidity as it could be sold in a reasonable time period, at fair value, on the secondary market. As of September 30, 2024, qualifying residential mortgage loans with a book value of $1.7 million were pledged as collateral to the FHLBB.

The following table presents the contractual maturities of loans at the date indicated:
September 30, 2024
(Dollars in thousands)Due in 1 Year or LessDue after 1 Year Through 5 YearsDue After 5 Years Through 15 YearsDue in More than 15 YearsTotalPercent of Total Loans
Maturity Distribution(1):
      
Fixed Rate:    
Commercial real estate(2)
$16,270 $303,507 $490,685 $2,728 $813,190 20 %
Commercial4,491 98,132 65,154 362 168,139 4 %
Residential real estate173 10,096 144,662 1,224,425 1,379,356 34 %
Consumer and home equity1,644 10,918 19,611 177,993 210,166 5 %
Total fixed rate22,578 422,653 720,112 1,405,508 2,570,851 63 %
Adjustable/Variable Rate:      
Commercial real estate(2)
24,731 299,528 328,718 241,757 894,734 22 %
Commercial75,032 83,514 47,704 8,118 214,368 5 %
Residential real estate15 902 36,052 346,070 383,039 9 %
Consumer and home equity185 2,276 13,951 37,325 53,737 1 %
Total adjustable/variable rate99,963 386,220 426,425 633,270 1,545,878 37 %
Total loans$122,541 $808,873 $1,146,537 $2,038,778 $4,116,729 100 %
(1)    Scheduled repayments are reported in the maturity category in which payment is due. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less.
(2)    Commercial real estate loans includes non-owner-occupied and owner-occupied properties.

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

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Investments. We generally invest in amortizing MBS and CMO debt securities that return cash flow at an accelerated rate in comparison to other types of debt securities that are of a bullet structure. MBS and CMO debt security cash flow will vary depending on the interest rate environment because borrowers may have the right to call or prepay obligations with or without prepayment penalties. The rise in interest rates during 2022 and 2023, which have remained elevated during 2024, has resulted in slowing cash flows. As of September 30, 2024 and December 31, 2023, the Company's MBS and CMO debt securities portfolio totaled 91% of book value for both periods, respectively, of the Company's investment portfolio.

The Company's unpledged AFS investment portfolio is also a source of contingent liquidity, as it could be sold in a reasonable time period on the secondary market, at fair value, which was $332.5 million as of September 30, 2024.

The following is a summary of the scheduled cash flows from our debt securities portfolio, including investments designated as AFS and HTM, as of September 30, 2024:
(In thousands)
Contractual
Cash Flows(1)
1 year or less$115,634 
> 1 year1,013,828 
Total$1,129,462 
(1)    Expected contractual cash flows could differ as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Other Liquidity Requirements. The Company generates cash flows from earnings through its normal course of business from earnings and, although not contractual, the Company has a history of paying a quarterly cash dividend to its shareholders and repurchasing its shares of common stock. For the nine months ended September 30, 2024, the Company reported net income of $38.3 million and paid cash dividends of $18.4 million to shareholders.

In addition, in the course of its normal operations, the Company is party to several other contractual obligations not previously discussed, such as various lease agreements on a number of its branches. Renewal options within the various lease contracts, as applicable, were considered to determine the lease term and estimate the contractual obligation and commitment for the Company's operating and finance leases. Furthermore, certain lease contracts of the Company contain language that subject its rent payment to variability, such as those tied to an index or change in an index. As a result, the future contractual obligation and commitment may materially differ from that estimated and disclosed within the table below. As of September 30, 2024, we had the following lease and other contractual obligations to make future payments under each of these contracts as follows:
(In thousands)Total AmountPayments Due per Period
Contractual obligations and commitmentsCommitted1 Year or Less> 1 Year
Operating leases
$11,962 $434 $11,528 
Finance leases
9,441 105 9,336 
Other contractual obligations
6,559 6,559 — 
Total
$27,962 $7,098 $20,864 

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

In the normal course of business, we are a party to credit related financial instruments with off-balance sheet risk, which are not reflected in the consolidated statements of condition. These financial instruments include commitments to extend credit and standby letters of credit. Many of the commitments will expire without being drawn upon, and thus, the total amount does not necessarily represent future cash requirements. Refer to Note 8 of the consolidated financial statements for additional details.

We use derivative financial instruments for risk management purposes (primarily interest rate risk) and not for trading or speculative purposes. These contracts with our various counterparties may subject the Company to various cash flow requirements, which may include posting of cash as collateral (or other assets) for arrangements that the Company is in a liability position (i.e. “underwater”). Refer to Note 9 of the consolidated financial statements for further discussion of our derivatives and hedge instruments.
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CAPITAL RESOURCES

As part of our goal to operate a safe, sound and profitable financial organization, we are committed to maintaining a strong capital base. Shareholders’ equity totaled $529.9 million and $495.1 million as of September 30, 2024 and December 31, 2023, respectively, which amounted to 9% of total assets for both periods. Refer to "—Financial Condition—Shareholders' Equity" for further discussion on shareholders' equity for the nine months ended September 30, 2024.

Our principal cash requirement is the payment of dividends on our common stock, as and when declared by the Company's Board of Directors. We declared dividends to shareholders in the aggregate amount of $18.4 million for each of the nine months ended September 30, 2024 and 2023. The Company's Board of Directors approves cash dividends on a quarterly basis after careful analysis and consideration of various factors, including the following: (i) capital position relative to total assets, (ii) risk-based assets, (iii) total classified assets, (iv) economic conditions, (v) growth rates for total assets and total liabilities, (vi) earnings performance and projections and (vii) strategic initiatives and related capital requirements. All dividends declared and distributed by the Company will be in compliance with applicable state corporate law and regulatory requirements.
 
We are primarily dependent upon the payment of cash dividends by the Bank, our wholly-owned subsidiary, to service our commitments. We, as the sole shareholder of the Bank, are entitled to dividends, when and as declared by the Bank's Board of Directors from legally available funds. For the nine months ended September 30, 2024 and 2023, the Bank declared dividends payable to the Company in the amount of $20.1 million and $18.0 million, respectively. Under regulations prescribed by the OCC, the Bank may not declare dividends in excess of the Bank’s net income for the current year plus its retained net income for the prior two years without prior approval from the OCC. If we are required to use dividends from the Bank to service unforeseen commitments in the future, we may be required to reduce the dividends paid to our shareholders going forward.

Please refer to Note 11 of the consolidated financial statements for discussion and details of the Company and Bank's regulatory capital requirements. As of September 30, 2024 and December 31, 2023, the Company and Bank exceeded all regulatory capital requirements, and the Bank continues to meet the capital requirements to be classified as "well capitalized" under applicable prompt corrective action provisions.

RISK MANAGEMENT

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

There have been no material changes to the Company's risk categories and risk management policies as described in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Please refer to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for further details regarding the Company's risk management.

Interest rate risk
Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with our financial instruments also change, thereby impacting net interest income, the primary component of our earnings. Board ALCO and Management ALCO utilize the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While Board ALCO and Management ALCO routinely monitor simulated net interest income sensitivity over a rolling two-year horizon, they also utilize additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on our consolidated statements of condition, as well as for derivative financial instruments. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one- and two-year horizon, assuming a static balance sheet, given a 200 basis point upward and downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual change of rates and a “rate shock” have on earnings expectations. In the down 200 basis points scenario, Federal Funds and Treasury yields are
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floored at 0.01% while Prime is floored at 3.00%. All other market rates are floored at the lesser of current levels or 0.25%.

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

As of September 30, 2024 and 2023, our net interest income sensitivity analysis reflected the following changes to net interest income, as compared to our modeled Year 1 Base net interest income, assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the ALCO simulation horizon.
 Estimated Changes In 
Net Interest Income
Rate Change from Year 1 — BaseSeptember 30,
2024		September 30,
2023
Year 1  
+200 basis points(3.5)%(1.3)%
-200 basis points3.8 %2.1 %
Year 2
+200 basis points1.1 %15.1 %
-200 basis points14.8 %17.1 %
If rates remain at or near current levels, net interest income is projected to increase in year two of the simulation. Asset cash flows reprice and replace into the current higher rate environment at rates above current portfolio averages and funding costs remain relatively unchanged, causing balance sheet spread to expand. If deposit pricing increased from current levels without any changes to market rates or if unfavorable funding mix changes occurred, it would negatively impact net interest income projections.

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

If rates decrease 200 basis points, net interest income is projected to improve in the first year of the simulation as reductions in funding costs are able to more than offset near-term asset yield deterioration. In the second year, net interest income is projected to further increase as asset yields are supported by fixed rates and floors while cost of funds reductions continue.

In addition to using our investments portfolio to manage liquidity risk, we also use it to manage our interest rate risk and provide a natural hedge to our interest risk exposure created by loans, deposits and borrowings. Refer to "—Financial Condition—Investments" for further details of the Company's investment portfolio, including the duration of the bond portfolio as of September 30, 2024 and December 31, 2023.

Periodically, if deemed appropriate, we use back-to-back loan swaps, interest rate swaps, floors and caps, which are common derivative financial instruments, to hedge our interest rate risk position. The Board of Directors has approved hedging policy statements governing the use of these instruments. The Board and Management ALCO monitor derivative activities relative to their expectations and our hedging policies. Refer Note 9 of the consolidated financial statements for further discussion of these derivative instruments.
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
Information required by this Item 3 is included in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management" and such information is incorporated into this Item 3 by reference.

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ITEM 4.  CONTROLS AND PROCEDURES
 
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management conducted an evaluation with the participation of the Company’s Chief Executive Officer and Chief Operating Officer and Chief Financial Officer & Principal Financial and Accounting Officer, regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal year. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Operating Officer and Chief Financial Officer & Principal Financial and Accounting Officer concluded that they believe the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and we may from time to time make changes to the disclosure controls and procedures to enhance their effectiveness and to ensure that our systems evolve with our business.

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

ITEM 1.  LEGAL PROCEEDINGS
 In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, management believes that based on the information currently available the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position as a whole.

ITEM 1A.  RISK FACTORS
There are a number of factors that may adversely affect the Company’s business, financial results or stock price. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for discussion of these risks. Except as set forth below, there have been no material changes from the risk factors previously disclosed in the “Risk Factors” section of our 2023 Annual Report on Form 10-K.

Risks Relating to Our Pending Merger with NFI

We may fail to realize the anticipated benefits of the merger.

We and NFI have operated independently and will continue to do so until the completion of the merger. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, our ability to successfully combine our and NFI’s businesses, including by minimizing any disruptions to our and NFI’s existing customer relationships and business functions, and avoiding any inconsistencies in standards, controls, procedures and policies. If we are not able successfully to achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on our business, financial condition, operating results and prospects. There can be no assurance that the anticipated benefits will be realized within the time periods contemplated or at all.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. In deciding whether to grant regulatory approval, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse condition or development in either party’s regulatory standing or other factors could prevent or delay the receipt of one or more of the required regulatory approvals. Even if granted, the terms and conditions of the approvals may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. Despite the parties’ commitments to use their reasonable best efforts to obtain regulatory approvals, under the terms of the merger agreement, we and NFI will not be required to complete the merger if any such approval imposes a burdensome condition. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were completed successfully within the expected timeframe. Additionally, the completion of the merger is subject to the satisfaction or waiver of certain other closing conditions, including the absence of certain orders, injunctions or decrees by any governmental authority that would prohibit or make illegal the completion of the merger.

Because of the closing conditions in the merger agreement and the ability of either us or NFI to terminate the merger agreement in specific instances, there can be no assurance when or if the merger will be completed.

The merger agreement is subject to a number of conditions that must be satisfied or waived to complete the merger. Those conditions include, among other things, (i) the accuracy of the other party’s representations and warranties, subject to certain materiality standards, including the accuracy of the other party’s representation and warranty of the absence of a material adverse effect on the other party, (ii) the other party’s performance in all material respects of its obligations under the merger agreement, (iii) the adoption of the merger agreement and the transactions contemplated thereby by NFI shareholders, (iv) the absence of any proceeding in connection with, or that could prevent, delay, make illegal or interfere with, any of the transactions contemplated by the merger agreement, (v) the receipt of required regulatory approvals, including the approval of certain federal and state banking agencies, (vi) the effectiveness of the registration statement filed by us in connection with the
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issuance of our common stock in the merger, (vii) the receipt by each party of an opinion from such party’s counsel to the effect that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, and (viii) the approval for listing on the Nasdaq of the shares of our common stock issuable in the merger. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the required NFI shareholder approval, or we or NFI may elect to terminate the merger agreement in certain other circumstances, including that NFI is permitted to terminate the merger agreement if, as of the date regulatory approvals for the merger are received, the price of our common stock has both decreased by 20% percent or more and decreased by 20% or more relative to a regional banking index, as more fully described in the merger agreement.

We and NFI will incur transaction and integration costs in connection with the merger.

We and NFI have each incurred and expect to incur significant, nonrecurring costs in connection with consummating the merger. In addition, we will incur integration costs following the completion of the merger, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. We and NFI may also incur additional costs to maintain employee morale and to retain key employees. We and NFI will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger.
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None
(b) None
(c) The following table summarizes the Company's stock purchases during the three months ended September 30, 2024:
Issuer Purchases of Equity Securities
Period
Total
number of
shares (or units)
purchased(1)
Average
price paid
per share (or unit)
Total number of
shares (or units) purchased
as part of publicly
announced plans or programs (2)
Maximum number
(or appropriate dollar value) of shares (or
units) that may yet be
purchased under the
plans or programs (2)
July 1-31, 2024
72 $37.76 — 700,000 
August 1-31, 2024
137 38.80 — 700,000 
September 1-30, 2024
— — — 700,000 
Total209 $38.44 — 700,000 
(1) All shares were surrendered by employees of the Company to satisfy their tax withholding obligations in connection with the vesting of restricted stock awards.
(2)    In January 2024, the Company announced that the Board of Directors had authorized a common stock repurchase program for management to repurchase up to 750,000 shares. This program replaced the 2023 repurchase program and will terminate upon the earlier of (i) reaching the authorized share repurchase amount, (ii) vote by the Board of Directors to terminate the plan, or (iii) January 5, 2025.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 None.

ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.  OTHER INFORMATION
None.

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ITEM 6.  EXHIBITS
Exhibit No.Definition
2.1†
101*
iXBRL (Inline eXtensible Business Reporting Language).

The following materials from Camden National Corporation’s Quarterly Report on Form 10-Q for the period ended September 30,2024, formatted in iXBRL: (i) Consolidated Statements of Condition - September 30, 2024 and December 31, 2023; (ii) Consolidated Statements of Income - Three and Nine Months Ended September 30, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended September 30, 2024 and 2023; (iv) Consolidated Statements of Changes in Shareholders’ Equity - Three and Nine Months Ended September 30, 2024 and 2023; (v) Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2024 and 2023; and (vi) Notes to the Unaudited Consolidated Financial Statements.
104*Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*Filed herewith.
**Furnished herewith.
†
Schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule to the SEC upon request.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
(Registrant)
 
/s/ Simon R. Griffiths November 7, 2024
Simon R. Griffiths Date
President and Chief Executive Officer
(Principal Executive Officer)		  
   
/s/ Michael R. Archer November 7, 2024
Michael R. Archer Date
Chief Financial Officer and Principal Financial & Accounting Officer   
  
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