SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2006
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 01-28190
Full title of the plan and the address of the plan, if different from that of the issuer named below:
Camden National Corporation
Retirement Savings 401(k) Plan
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Camden National Corporation
2 Elm Street
Camden, Maine 04843
REQUIRED INFORMATION
The Camden National Corporation Retirement Savings 401(k) Plan (the Plan) is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and supplemental schedule of the Plan for the two fiscal years ended December 31, 2006 and 2005, have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Appendix 1 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee to administer the Camden National Corporation Retirement Savings 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Camden National Corporation Retirement Savings 401(k) Plan
| By: | /s/ Laurel J. Bouchard |
Date: | June 28, 2007 | |||||
| Laurel J. Bouchard | ||||||||
| Chief Administrative Officer | ||||||||
| By: | /s/ Robert W. Daigle |
Date: | June 28, 2007 | |||||
| Robert W. Daigle | ||||||||
| President & CEO | ||||||||
| Committee Member | ||||||||
Appendix 1
CAMDEN NATIONAL CORPORATION
RETIREMENT SAVINGS 401(k) PLAN
FINANCIAL STATEMENTS
and
SUPPLEMENTAL INFORMATION
December 31, 2006 and 2005
With Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee
Camden National Corporation Retirement Savings 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Camden National Corporation Retirement Savings 401(k) Plan as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Camden National Corporation Retirement Savings 401(k) Plan as of December 31, 2006 and 2005 and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary information is the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Berry, Dunn, McNeil & Parker
Portland, Maine
June 26, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee
Camden National Corporation Retirement Savings 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Camden National Corporation Retirement Savings 401(k) Plan as of December 31, 2006 and 2005, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Camden National Corporation Retirement Savings 401(k) Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary information is the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Berry, Dunn, McNeil & Parker
Portland, Maine
June 26, 2007
CAMDEN NATIONAL CORPORATION RETIREMENT SAVINGS 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
| 2006 | 2005 | |||||
| Investments, at fair value |
$ | 18,770,139 | $ | 16,448,731 | ||
| Contributions receivable |
||||||
| Participants’ |
89 | 42,763 | ||||
| Employer |
352,150 | 384,778 | ||||
| Total contributions receivable |
352,239 | 427,541 | ||||
| Net assets available for benefits |
$ | 19,122,378 | $ | 16,876,272 | ||
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2006 and 2005
| 2006 | 2005 | |||||
| Additions to net assets attributed to: |
||||||
| Investment income |
||||||
| Interest and dividends |
$ | 921,171 | $ | 746,045 | ||
| Net appreciation in fair value of investments |
1,517,396 | 87,087 | ||||
| Net investment gain |
2,438,567 | 833,132 | ||||
| Contributions |
||||||
| Employer |
843,229 | 804,689 | ||||
| Participants’ |
1,103,864 | 996,078 | ||||
| Rollovers |
176,310 | 139,798 | ||||
| Total contributions |
2,123,403 | 1,940,565 | ||||
| Total additions |
4,561,970 | 2,773,697 | ||||
| Deductions from net assets attributed to: |
||||||
| Benefits paid to participants |
2,308,194 | 2,137,505 | ||||
| Administrative fees |
7,670 | 1,838 | ||||
| Total deductions |
2,315,864 | 2,139,343 | ||||
| Increase in net assets available for benefits |
2,246,106 | 634,354 | ||||
| Net assets available for benefits |
||||||
| Beginning of year |
16,876,272 | 16,241,918 | ||||
| End of year |
$ | 19,122,378 | $ | 16,876,272 | ||
The accompanying notes are an integral part of these financial statements.
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CAMDEN NATIONAL CORPORATION RETIREMENT SAVINGS 401(k) PLAN
Notes to Financial Statements
December 31, 2006 and 2005
| 1. | Description of Plan |
The following description of the Camden National Corporation Retirement Savings 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all employees of Camden National Corporation (the Corporation) and its subsidiaries, Camden National Bank, Acadia Trust, N.A., and UnitedKingfield Bank, who have at least 30 days of service and are age twenty-one or older. Effective September 29, 2006, the Corporation merged its two banking subsidiaries, Camden National Bank and UnitedKingfield Bank under the Camden National Bank charter. Under the provisions of the Plan, investment activity is directed by individual participants. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute up to the maximum percentage of compensation and dollar amount permissible under Section 402(g) of the Internal Revenue Code (Code), not to exceed the limits of Code Sections 401(k), 404, and 415. Participants may direct investments into various investment options offered by the Plan. The Corporation matches 100% of participants’ contributions up to 3% of salary, and 50% of participants’ contributions that exceed 3% of salary, but do not exceed 5% of salary. The Corporation may also make additional discretionary matching and profit sharing contributions. Contributions are subject to certain limitations.
Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon, safe harbor matching contributions and discretionary matching contributions. Beginning January 1, 2007, vesting in the Corporation profit sharing portion of their accounts, plus earnings thereon, is based on a six-year graded vesting schedule. Prior to January 1, 2007, vesting was based on a seven-year graded vesting schedule.
Participant Loans
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates which are commensurate with local prevailing rates as determined by the plan administrator. Principal and interest is paid ratably through payroll deductions.
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CAMDEN NATIONAL CORPORATION RETIREMENT SAVINGS 401(k) PLAN
Notes to Financial Statements
December 31, 2006 and 2005
Administrative Expenses
Substantially all administrative expenses are paid by the Corporation.
Payment of Benefits
On termination of service due to death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in either a lump-sum amount, or a 50% joint and survivor annuity. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.
| 2. | Summary of Accounting Policies |
Benefit Payments
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
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CAMDEN NATIONAL CORPORATION RETIREMENT SAVINGS 401(k) PLAN
Notes to Financial Statements
December 31, 2006 and 2005
| 3. | Investments |
Investments are recorded at their fair values. Quoted market prices are used to determine the fair values. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participant loans are valued at their principal amount, which approximates fair value.
Investments that represent 5% or more of the Plan’s net assets are as follows:
| 2006 | 2005 | |||||
| Camden National Bank FDIC Insured Fund | $ | 2,535,111 | $ | — | ||
| UnitedKingfield Bank Money Market Account | — | 2,150,366 | ||||
| Fidelity Contrafund | 1,631,828 | 1,403,004 | ||||
| Dodge & Cox Stock Fund | 1,457,650 | 1,326,746 | ||||
| Fidelity Growth and Income Fund | — | 1,237,183 | ||||
| T. Rowe Price New Horizons Fund | 876,289 | 936,547 | ||||
| Camden National Corporation common stock | 1,150,279 | 963,614 | ||||
| Brandywine Fund | 1,073,424 | 1,014,287 | ||||
| Fidelity Low-Priced Stock Fund | 1,714,677 | 1,607,594 | ||||
| Franklin Mutual Series Beacon Fund | 1,498,150 | 1,259,006 | ||||
| Vanguard Wellesley Income Fund | 938,429 | 1,030,190 | ||||
| Vanguard 500 Index | 1,214,975 | — | ||||
| Dodge & Cox International Stock | 1,198,323 | 704,458 | ||||
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
| 2006 | 2005 | ||||||
| Mutual funds | $ | 1,184,326 | $ | 333,670 | |||
| Common stock | 333,070 | (246,583 | ) | ||||
| $ | 1,517,396 | $ | 87,087 | ||||
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CAMDEN NATIONAL CORPORATION RETIREMENT SAVINGS 401(k) PLAN
Notes to Financial Statements
December 31, 2006 and 2005
| 4. | Tax Status |
The Plan obtained its latest determination letter dated April 2003, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Corporation believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
| 5. | Plan Termination |
Although it has not expressed any intention to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.
| 6. | Party-In-Interest Transactions |
Acadia Trust, N.A. (Acadia) is the Plan’s trustee. Employees of Acadia are also covered by the Plan as Acadia is a wholly-owned subsidiary of Camden National Corporation. Compensation for services provided is paid directly by the Corporation.
The Plan owned 24,941 and 29,307 shares of Camden National Corporation common stock valued at $1,150,279 and $963,614 at December 31, 2006 and 2005, respectively. Also included in the Plan’s net assets at December 31, 2006 and 2005 were $2,535,111 of Camden National Bank FDIC Insured Fund and $2,150,366 of UnitedKingfield Bank Money Market Account, respectively. Accordingly, transactions within these funds qualify as party-in-interest.
| 7. | Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
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Schedule 1
CAMDEN NATIONAL CORPORATION RETIREMENT SAVINGS 401(k) PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 01-0413282 Plan #002
Required for IRS Form 5500
December 31, 2006
| (a) | (b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost (1) |
(e) Current Value | |||||
| Northern Institutional Money Market Account | Money Market | $ | 181,123 | ||||||
| * | Camden National Bank FDIC Insured Fund (2) | Money Market | 2,535,111 | ||||||
| Vanguard Retirement Savings Trust | Money Market | 276,732 | |||||||
| Vanguard Bond Index Total Market Fund | Mutual Fund | 477,398 | |||||||
| Vanguard Wellesley Income Fund | Mutual Fund | 938,429 | |||||||
| Vanguard LifeStrategy Income Fund | Mutual Fund | 337,038 | |||||||
| Vanguard LifeStrategy Conservative Growth Fund | Mutual Fund | 146,612 | |||||||
| Vanguard LifeStrategy Moderate Growth Fund | Mutual Fund | 242,819 | |||||||
| Vanguard LifeStrategy Growth Fund | Mutual Fund | 348,318 | |||||||
| Vanguard Short-Term Bond Index | Mutual Fund | 245,547 | |||||||
| Vanguard 500 Index Fund | Mutual Fund | 1,214,975 | |||||||
| Franklin Mutual Series Beacon Fund | Mutual Fund | 1,498,150 | |||||||
| Brandywine Fund | Mutual Fund | 1,073,424 | |||||||
| Fidelity Low-Priced Stock Fund | Mutual Fund | 1,714,677 | |||||||
| T. Rowe Price New Horizons Fund | Mutual Fund | 876,289 | |||||||
| T. Rowe Price International Stock Fund | Mutual Fund | 330,386 | |||||||
| Dodge & Cox International Stock | Mutual Fund | 1,198,323 | |||||||
| Fidelity Contrafund | Mutual Fund | 1,631,828 | |||||||
| Dodge & Cox Stock Fund | Mutual Fund | 1,457,650 | |||||||
| Royce Total Return Fund | Mutual Fund | 447,076 | |||||||
| * | Camden National Corporation | Common stock, 24,941 shares | 1,150,279 | ||||||
| Federated U.S. Treasury Cash Reserve | Cash management assets | 81,912 | |||||||
| * | Participant loans | 4.00% - 9.25%, 10 years or less maturity |
366,043 | ||||||
| $ | 18,770,139 | ||||||||
| * | Indicates party-in-interest to the Plan. |
| (1) | Participant directed, information not required. |
| (2) | FDIC insured up to $250,000 per participant. |
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Consent of Independent Registered Public Accounting Firm
As the independent registered public accountants of Camden National Corporation, we hereby consent to the incorporation by reference in Registration Statement No. 333-108214 of Camden National Corporation on Form S-8 of our report dated June 26, 2007, appearing in this Annual Report on Form 11-K of Camden National Corporation Retirement Savings 401(k) Plan for the year ended December 31, 2006.
/s/ Berry, Dunn, McNeil & Parker
Portland, Maine
June 26, 2007