CAC-09.30.14-10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
FORM 10-Q

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
OR
¨       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.      0-28190
CAMDEN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
 
MAINE
01-0413282
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
 
2 ELM STREET, CAMDEN, ME
04843
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:  (207) 236-8821
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes x          No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes x          No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes ¨          No x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:
Outstanding at November 3, 2014:  Common stock (no par value) 7,421,472 shares.



CAMDEN NATIONAL CORPORATION

 FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2014
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
 
 
PAGE
PART I.  FINANCIAL INFORMATION
 
 
 
ITEM 1.
FINANCIAL STATEMENTS
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Consolidated Statements of Condition - September 30, 2014 and December 31, 2013
 
 
 
 
Consolidated Statements of Income - Three and Nine Months Ended September 30, 2014 and 2013
 
 
 
 
Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2014 and 2013
 
 
 
 
Consolidated Statements of Changes in Shareholders’ Equity - Nine Months Ended September 30, 2014 and 2013
 
 
 
 
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013
 
 
 
 
Notes to Consolidated Financial Statements
 
 
 
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
 
 
ITEM 4.
CONTROLS AND PROCEDURES
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
ITEM 1.
LEGAL PROCEEDINGS
 
 
 
ITEM 1A.
RISK FACTORS
 
 
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
 
 
ITEM 4.
MINE SAFETY DISCLOSURES
 
 
 
ITEM 5.
OTHER INFORMATION
 
 
 
ITEM 6.
EXHIBITS
 
 
 
SIGNATURES
 
 
 
EXHIBIT INDEX
 
 
 
EXHIBITS
 

2



PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Shareholders and Board of Directors
Camden National Corporation
 
We have reviewed the accompanying interim consolidated financial information of Camden National Corporation and Subsidiaries as of September 30, 2014, and for the three and nine-month periods ended September 30, 2014 and 2013. These financial statements are the responsibility of the Company's management.
 
We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Berry Dunn McNeil & Parker, LLC
 
Berry Dunn McNeil & Parker, LLC
 
 
Portland, Maine
November 7, 2014


3



CONSOLIDATED STATEMENTS OF CONDITION
(In Thousands, Except Number of Shares)
 
September 30,
2014
(unaudited)
 
December 31, 2013
ASSETS
 
 

 
 

Cash and due from banks
 
$
59,450

 
$
51,355

Securities:
 
 

 
 

Available-for-sale securities, at fair value
 
771,806

 
808,477

Held-to-maturity securities, at amortized cost
 
11,490

 

Federal Home Loan Bank and Federal Reserve Bank stock, at cost
 
20,379

 
19,724

Total securities
 
803,675

 
828,201

Trading account assets
 
2,418

 
2,488

Loans
 
1,726,227

 
1,580,402

Less: allowance for loan losses
 
(21,585
)
 
(21,590
)
Net loans
 
1,704,642

 
1,558,812

Bank-owned life insurance
 
57,338

 
46,363

Goodwill and other intangible assets
 
48,458

 
49,319

Premises and equipment, net
 
24,370

 
25,727

Deferred tax assets
 
14,987

 
16,047

Interest receivable
 
6,162

 
5,808

Other real estate owned
 
1,566

 
2,195

Other assets
 
18,923

 
17,514

Total assets
 
$
2,741,989

 
$
2,603,829

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Liabilities
 
 

 
 

Deposits:
 
 

 
 

Demand
 
$
281,811

 
$
241,866

Interest checking
 
484,259

 
453,909

Savings and money market
 
661,803

 
675,679

Certificates of deposit
 
321,704

 
343,034

Brokered deposits
 
178,966

 
99,336

Total deposits
 
1,928,543

 
1,813,824

Federal Home Loan Bank advances
 
56,058

 
56,112

Other borrowed funds
 
441,171

 
430,058

Junior subordinated debentures
 
43,998

 
43,922

Accrued interest and other liabilities
 
32,307

 
28,817

Total liabilities
 
2,502,077

 
2,372,733

Commitments and contingencies (Notes 6, 7, and 9)
 


 


Shareholders’ Equity
 
 

 
 

Common stock, no par value; authorized 20,000,000 shares, issued and outstanding 7,421,595 and 7,579,913 shares as of September 30, 2014 and December 31, 2013, respectively
 
41,238

 
47,783

Retained earnings
 
208,125

 
195,660

Accumulated other comprehensive loss:
 
 

 
 

Net unrealized losses on available-for-sale securities, net of tax
 
(3,151
)
 
(7,964
)
Net unrealized losses on derivative instruments, net of tax
 
(4,530
)
 
(2,542
)
Net unrecognized losses on postretirement plans, net of tax
 
(1,770
)
 
(1,841
)
Total accumulated other comprehensive loss
 
(9,451
)
 
(12,347
)
Total shareholders’ equity
 
239,912

 
231,096

Total liabilities and shareholders’ equity
 
$
2,741,989

 
$
2,603,829


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

4



CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(In Thousands, Except Number of Shares and Per Share Data)
 
2014
 
2013
 
2014
 
2013
Interest Income
 
 

 
 

 
 
 
 
Interest and fees on loans
 
$
18,112

 
$
17,470

 
$
52,649

 
$
53,324

Interest on U.S. government and sponsored enterprise obligations
 
3,896

 
4,091

 
12,250

 
12,441

Interest on state and political subdivision obligations
 
319

 
292

 
927

 
889

Interest on federal funds sold and other investments
 
95

 
38

 
278

 
144

Total interest income
 
22,422

 
21,891

 
66,104

 
66,798

Interest Expense
 
 

 
 

 
 

 
 

Interest on deposits
 
1,562

 
1,780

 
4,678

 
5,427

Interest on borrowings
 
848

 
767

 
2,500

 
2,352

Interest on junior subordinated debentures
 
638

 
637

 
1,894

 
1,894

Total interest expense
 
3,048

 
3,184

 
9,072

 
9,673

Net interest income
 
19,374

 
18,707

 
57,032

 
57,125

Provision for credit losses
 
539

 
665

 
1,675

 
2,034

Net interest income after provision for credit losses
 
18,835

 
18,042

 
55,357

 
55,091

Non-Interest Income
 
 

 
 

 
 

 
 

Service charges on deposit accounts
 
1,600

 
1,750

 
4,689

 
5,189

Other service charges and fees
 
1,646

 
1,568

 
4,584

 
4,510

Income from fiduciary services
 
1,212

 
1,149

 
3,745

 
3,567

Brokerage and insurance commissions
 
441

 
354

 
1,378

 
1,175

Bank-owned life insurance
 
377

 
334

 
975

 
986

Net gain on sale of securities
 

 
647

 
451

 
785

Mortgage banking income, net
 
55

 
93

 
197

 
1,251

Other income
 
618

 
580

 
2,119

 
1,724

Total non-interest income
 
5,949

 
6,475

 
18,138

 
19,187

Non-Interest Expense
 
 

 
 

 
 

 
 

Salaries and employee benefits
 
8,078

 
8,115

 
24,359

 
24,437

Furniture, equipment and data processing
 
1,704

 
1,668

 
5,236

 
5,203

Net occupancy costs
 
1,175

 
1,242

 
3,825

 
4,201

Consulting and professional fees
 
468

 
504

 
1,768

 
1,636

Other real estate owned and collection costs
 
637

 
489

 
1,665

 
1,355

Regulatory assessments
 
511

 
496

 
1,477

 
1,495

Amortization of intangible assets
 
287

 
289

 
861

 
863

Branch Acquisition and Divestiture costs
 

 
47

 

 
279

Other expenses
 
2,319

 
2,349

 
6,905

 
7,878

Total non-interest expense
 
15,179

 
15,199

 
46,096

 
47,347

Income before income taxes
 
9,605

 
9,318

 
27,399

 
26,931

Income Taxes
 
3,154

 
2,952

 
8,917

 
8,572

Net Income
 
$
6,451

 
$
6,366

 
$
18,482

 
$
18,359

 
 
 
 
 
 
 
 
 
Per Share Data
 
 

 
 

 
 

 
 

Basic earnings per share
 
$
0.87

 
$
0.83

 
$
2.47

 
$
2.40

Diluted earnings per share
 
$
0.86

 
$
0.83

 
$
2.46

 
$
2.39

Weighted average number of common shares outstanding
 
7,421,592

 
7,643,720

 
7,459,972

 
7,636,352

Diluted weighted average number of common shares outstanding
 
7,439,948

 
7,666,305

 
7,479,327

 
7,651,870

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

5



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(In Thousands)
 
2014
 
2013
 
2014
 
2013
Net income
 
$
6,451

 
$
6,366

 
$
18,482

 
$
18,359

Other comprehensive income (loss):
 
 

 
 

 
 
 
 
Available-for-sale securities:
 
 

 
 

 
 
 
 
Net unrealized gains (losses) on available-for-sale securities arising during the period, net of tax of $1,189, $1,111, ($2,749) and $9,426, respectively
 
(2,208
)
 
(2,063
)
 
5,106

 
(17,506
)
Reclassification of gains included in net income, net of tax of $0, $227, $158 and $275, respectively(1)
 

 
(420
)
 
(293
)
 
(510
)
Net change in unrealized gains (losses) on available-for-sale securities, net of tax
 
(2,208
)
 
(2,483
)
 
4,813

 
(18,016
)
Net change in unrealized (losses) gains on cash flow hedging derivatives, net of tax of $50, ($239), $1,070 and ($1,933), respectively
 
(93
)
 
445

 
(1,988
)
 
3,591

Reclassification of amortization of net unrecognized actuarial loss and prior service credit, net of tax of ($13), ($25), ($40) and ($75), respectively(2)
 
24

 
47

 
71

 
141

Other comprehensive income (loss)
 
(2,277
)
 
(1,991
)
 
2,896

 
(14,284
)
Comprehensive income
 
$
4,174

 
$
4,375

 
$
21,378

 
$
4,075

(1) Reclassified into the consolidated statements of income in net gain on sale of securities.
(2) Reclassified into the consolidated statements of income in salaries and employee benefits.
 
See Report of Independent Registered Public Accounting Firm.
The accompanying notes are an integral part of these consolidated financial statements.

6




CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
 
 
Common Stock
 
 
 
Accumulated
Other Comprehensive
Income (Loss)
 
Total Shareholders’
Equity
(In Thousands, Except Number of Shares and Per Share Data)
 
Shares
Outstanding
 
Amount
 
Retained
Earnings
 
 
Balance at December 31, 2012
 
7,622,750

 
$
49,667

 
$
181,151

 
$
2,997

 
$
233,815

Net income
 

 

 
18,359

 

 
18,359

Other comprehensive loss, net of tax
 

 

 

 
(14,284
)
 
(14,284
)
Stock-based compensation expense
 

 
340

 

 

 
340

Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings and tax benefit
 
23,914

 
258

 

 

 
258

Cash dividends declared ($0.81 per share)
 

 

 
(6,206
)
 

 
(6,206
)
Balance at September 30, 2013
 
7,646,664

 
$
50,265

 
$
193,304

 
$
(11,287
)
 
$
232,282

 
 
 
 
 
 
 
 
 
 

Balance at December 31, 2013
 
7,579,913

 
$
47,783

 
$
195,660

 
$
(12,347
)
 
$
231,096

Net income
 

 

 
18,482

 

 
18,482

Other comprehensive income, net of tax
 

 

 

 
2,896

 
2,896

Stock-based compensation expense
 

 
453

 

 

 
453

Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings and tax benefit
 
23,037

 
157

 

 

 
157

Common stock repurchased
 
(181,355
)
 
(7,155
)
 

 

 
(7,155
)
Cash dividends declared ($0.81 per share)
 

 

 
(6,017
)
 

 
(6,017
)
Balance at September 30, 2014
 
7,421,595

 
$
41,238

 
$
208,125

 
$
(9,451
)
 
$
239,912

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

7



CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
 
Nine Months Ended
 September 30,
(In Thousands)
 
2014
 
2013
Operating Activities
 
 

 
 

Net income
 
$
18,482

 
$
18,359

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Provision for credit losses
 
1,675

 
2,034

Depreciation and amortization expense
 
2,199

 
2,300

Investment securities amortization and accretion, net
 
1,301

 
1,745

Stock-based compensation expense
 
453

 
340

Amortization of intangible assets
 
861

 
863

Net gain on sale of investment securities
 
(451
)
 
(785
)
Net increase in other real estate owned valuation allowance and loss on disposition
 
222

 
97

Originations of mortgage loans held for sale
 
(399
)
 
(29,515
)
Proceeds from the sale of mortgage loans
 
416

 
28,886

Gain on sale of mortgage loans
 
(17
)
 
(684
)
Decrease (increase) in trading assets
 
70

 
(9
)
Increase in other assets
 
(3,508
)
 
(87
)
Increase (decrease) in other liabilities
 
806

 
(2,539
)
Net cash provided by operating activities
 
22,110

 
21,005

Investing Activities
 
 

 
 

Proceeds from sales and maturities of available-for-sale securities
 
105,818

 
121,793

Purchase of available-for-sale securities
 
(62,494
)
 
(138,300
)
Purchase of held-to-maturity securities
 
(11,589
)
 

Net increase in loans
 
(148,967
)
 
(29,168
)
Purchase of bank-owned life insurance
 
(10,000
)
 

Purchase of Federal Home Loan Bank stock
 
(706
)
 

Proceeds from sale of Federal Home Loan Bank and Federal Reserve Bank stock
 
51

 
1,310

Proceeds from the sale of other real estate owned
 
1,591

 
530

Recoveries of previously charged-off loans
 
538

 
436

Cash settlement in Branch Acquisition
 

 
(3,278
)
Purchase of premises and equipment
 
(831
)
 
(1,203
)
Net cash used by investing activities
 
(126,589
)
 
(47,880
)
Financing Activities
 
 

 
 

Net increase in deposits
 
114,850

 
44,210

Repayments on Federal Home Loan Bank long-term advances
 
(54
)
 
(271
)
Net increase (decrease) in other borrowed funds
 
11,171

 
(12,479
)
Common stock repurchased
 
(7,475
)
 

Exercise of stock options and issuance of restricted stock, net of repurchase for tax withholdings and tax benefit
 
157

 
258

Cash dividends paid on common stock
 
(6,075
)
 
(6,047
)
Net cash provided by financing activities
 
112,574

 
25,671

Net increase (decrease) in cash and cash equivalents
 
8,095

 
(1,204
)
Cash and cash equivalents at beginning of year
 
51,355

 
58,290

Cash and cash equivalents at end of period
 
$
59,450

 
$
57,086

Supplemental information
 
 

 
 

Interest paid
 
$
9,129

 
$
9,952

Income taxes paid
 
10,147

 
8,750

Transfer from loans to other real estate owned
 
1,184

 
1,116

Securities purchased but unsettled
 

 
14,363

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

8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Tables Expressed in Thousands, Except Number of Shares and per Share Data)



NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited consolidated 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 as of September 30, 2014 and December 31, 2013, the consolidated statements of income for the three and nine months ended September 30, 2014 and 2013, the consolidated statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013, the consolidated statements of changes in shareholders' equity for the nine months ended September 30, 2014 and 2013, and the consolidated statements of cash flows for the nine months ended September 30, 2014 and 2013. All significant intercompany transactions and balances are eliminated in consolidation. Certain items from the prior year were reclassified to conform to the current year presentation. The income reported for the three and nine months ended September 30, 2014 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 year ended December 31, 2013 Annual Report on Form 10-K.

The acronyms and abbreviations identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Other Information". The following is provided to aid the reader and provide a reference page when reviewing this Form 10-Q.
Acadia Trust:
Acadia Trust, N.A., a wholly-owned subsidiary of Camden National Corporation
 
DCRP:
Defined Contribution Retirement Plan
Act:
Medicare Prescription Drug, Improvement and Modernization Act
 
EPS:
Earnings per share
AFS:
Available-for-sale
 
FASB:
Financial Accounting Standards Board
ALCO:
Asset/Liability Committee
 
FDIC:
Federal Deposit Insurance Corporation
ALL:
Allowance for loan losses
 
FHLB:
Federal Home Loan Bank
AOCI:
Accumulated other comprehensive income (loss)
 
FHLBB:
Federal Home Loan Bank of Boston
ASC:
Accounting Standards Codification
 
FRB:
Federal Reserve Bank
ASU:
Accounting Standards Update
 
Freddie Mac:
Federal Home Loan Mortgage Corporation
Bank:
Camden National Bank, a wholly-owned subsidiary of Camden National Corporation
 
GAAP:
Generally accepted accounting principles in the United States
BOLI:
Bank-owned life insurance
 
HTM:
Held-to-maturity
Board ALCO:
Board of Directors' Asset/Liability Committee
 
IRS:
Internal Revenue Service
bp or bps:
Basis point(s)
 
LIBOR:
London Interbank Offered Rate
Branch Acquisition:
The acquisition of 14 branches from Bank of America, N.A. in 2012, after divesting of one branch as required by the Department of Justice
 
LTIP:
Long-Term Performance Share Plan
Branch Divestiture:
The divestiture of five Franklin County branches in 2013
 
MaineHousing:
Maine State Housing Authority
BSA:
Bank Secrecy Act
 
Management ALCO:
Management Asset/Liability Committee
CCTA:
Camden Capital Trust A, an unconsolidated entity formed by Camden National Corporation
 
MBS:
Mortgage-backed security
CSV:
Cash surrender value
 
MSPP:
Management Stock Purchase Plan
CMO:
Collateralized mortgage obligation
 
MSRs:
Mortgage servicing rights
Company:
Camden National Corporation
 
NIM:
Net interest margin on a fully-taxable basis


9



N/M:
Not meaningful
 
TDR:
Troubled-debt restructured loan
Non-Agency:
Non-agency private issue collateralized mortgage obligation
 
UBCT:
Union Bankshares Capital Trust I, an unconsolidated entity formed by Union Bankshares Company that was subsequently acquired by Camden National Corporation
OCC:
Office of the Comptroller of the Currency
 
U.S.:
United States of America
OCI:
Other comprehensive income (loss)
 
2003 Plan:
2003 Stock Option and Incentive Plan
OFAC:
Office of Foreign Assets Control
 
2012 Plan:
2012 Equity and Incentive Plan
OREO:
Other real estate owned
 
2012 Repurchase Program:
2012 Common Stock Repurchase Program, approved by the Company's Board of Directors
OTTI:
Other-than-temporary impairment
 
2013 Repurchase Program:
2013 Common Stock Repurchase Program, approved by the Company's Board of Directors
SERP:
Supplemental executive retirement plans
 
 
 

NOTE 2 – 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,
 
 
2014
 
2013
 
2014
 
2013
Net income
 
$
6,451

 
$
6,366

 
$
18,482

 
$
18,359

Dividends and undistributed earnings allocated to participating securities(1)
 
(20
)
 
(20
)
 
(57
)
 
(50
)
Net income available to common shareholders
 
$
6,431

 
$
6,346

 
$
18,425

 
$
18,309

Weighted-average common shares outstanding for basic EPS
 
7,421,592

 
7,643,720

 
7,459,972

 
7,636,352

Dilutive effect of stock-based awards(2)
 
18,356

 
22,585

 
19,355

 
15,518

Weighted-average common and potential common shares for diluted EPS
 
7,439,948

 
7,666,305

 
7,479,327

 
7,651,870

Earnings per common share:
 
 

 
 

 
 
 
 
Basic EPS
 
$
0.87

 
$
0.83

 
$
2.47

 
$
2.40

Diluted EPS
 
$
0.86

 
$
0.83

 
$
2.46

 
$
2.39

Awards excluded from the calculation of diluted EPS(3):
 
 
 
 
 
 
 
 
Stock options
 
30,750

 
14,250

 
14,750

 
31,000

(1) Represents dividends paid and undistributed earnings allocated to nonvested stock-based awards that contain non-forfeitable rights to dividends.
(2) Represents the effect of the assumed exercise of stock options, vesting of restricted shares, vesting of restricted stock units, and vesting of LTIP awards that have met the performance criteria, as applicable, utilizing the treasury stock method.
(3) Represents stock-based awards not included in the computation of potential common shares for purposes of calculating diluted EPS as the exercise prices were greater than the average market price of the Company's common stock.

Nonvested stock-based payment awards that contain non-forfeitable rights to dividends are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s nonvested stock-based awards qualify as participating securities. 
  
Net income is allocated between the common stock and participating securities pursuant to the two-class method. Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested stock-based awards. 
 
Diluted EPS is computed in a similar manner, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method.

10



NOTE 3 – SECURITIES
 
The following tables summarize the amortized cost and estimated fair values of AFS and HTM securities, as of the dates indicated: 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
September 30, 2014
 

 
 

 
 

 
 

AFS Securities:
 
 
 
 
 
 
 
Obligations of U.S. government-sponsored enterprises
$
4,960

 
$
22

 
$

 
$
4,982

Obligations of states and political subdivisions
27,240

 
806

 

 
28,046

Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
377,375

 
5,108

 
(4,279
)
 
378,204

Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
360,830

 
867

 
(7,384
)
 
354,313

Private issue collateralized mortgage obligations
6,249

 
76

 
(64
)
 
6,261

Total AFS securities
$
776,654

 
$
6,879

 
$
(11,727
)
 
$
771,806

HTM Securities:
 
 
 
 
 
 
 
Obligations of states and political subdivisions
$
11,490

 
$
210

 
$
(41
)
 
$
11,659

Total HTM securities
$
11,490

 
$
210

 
$
(41
)
 
$
11,659

December 31, 2013
 

 
 

 
 

 
 

AFS Securities:
 
 
 
 
 
 
 
Obligations of states and political subdivisions
$
30,143

 
$
1,075

 
$
(11
)
 
$
31,207

Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
397,409

 
5,528

 
(7,034
)
 
395,903

Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
385,847

 
912

 
(12,324
)
 
374,435

Private issue collateralized mortgage obligations
7,329

 
10

 
(407
)
 
6,932

Total AFS securities
$
820,728

 
$
7,525

 
$
(19,776
)
 
$
808,477

 
Net unrealized losses on AFS securities at September 30, 2014 and December 31, 2013 included in AOCI amounted to $3.2 million and $8.0 million, net of a deferred tax benefit of $1.7 million and $4.3 million, respectively.

During the first nine months of 2014, the Company purchased investment securities totaling $74.1 million. The Company designated $62.5 million as AFS securities and $11.6 million as HTM securities. The Company did not carry any HTM securities at December 31, 2013.
 
Impaired Securities
Management periodically reviews the Company’s investment portfolio to determine the cause, magnitude and duration of declines in the fair value of each security. Thorough evaluations of the causes of the unrealized losses are performed to determine whether the impairment is temporary or other-than-temporary in nature. Considerations such as the ability of the securities to meet cash flow requirements, levels of credit enhancements, risk of curtailment, recoverability of invested amount over a reasonable period of time, and the length of time the security is in a loss position, for example, are applied in determining OTTI. Once a decline in value is determined to be other-than-temporary, the value of the security is permanently reduced and a corresponding charge to earnings is recognized.
 

11



The following table presents the estimated fair values and gross unrealized losses of investment securities that were in a continuous loss position at September 30, 2014 and December 31, 2013, by length of time that individual securities in each category have been in a continuous loss position:  
 
Less Than 12 Months
 
12 Months or More
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
September 30, 2014
 

 
 

 
 

 
 

 
 

 
 

AFS Securities:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
$
61,223

 
$
(460
)
 
$
127,219

 
$
(3,819
)
 
$
188,442

 
$
(4,279
)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
80,475

 
(393
)
 
195,373

 
(6,991
)
 
275,848

 
(7,384
)
Private issue collateralized mortgage obligations
4,719

 
(64
)
 

 

 
4,719

 
(64
)
Total AFS securities
$
146,417

 
$
(917
)
 
$
322,592

 
$
(10,810
)
 
$
469,009

 
$
(11,727
)
HTM Securities:
 
 
 
 
 
 
 
 
 
 
 
Obligations of states and political subdivisions
$
3,401

 
$
(41
)
 
$

 
$

 
$
3,401

 
$
(41
)
Total HTM securities
$
3,401

 
$
(41
)
 
$

 
$

 
$
3,401

 
$
(41
)
December 31, 2013
 

 
 

 
 

 
 

 
 

 
 

AFS Securities:
 
 
 
 
 
 
 
 
 
 
 
Obligations of states and political subdivisions
$
2,143

 
$
(11
)
 
$

 
$

 
$
2,143

 
$
(11
)
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
145,424

 
(4,189
)
 
43,915

 
(2,845
)
 
189,339

 
(7,034
)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
239,278

 
(7,738
)
 
73,376

 
(4,586
)
 
312,654

 
(12,324
)
Private issue collateralized mortgage obligations
122

 
(4
)
 
4,945

 
(403
)
 
5,067

 
(407
)
Total AFS securities
$
386,967

 
$
(11,942
)
 
$
122,236

 
$
(7,834
)
 
$
509,203

 
$
(19,776
)

At September 30, 2014, the Company held 83 investment securities with a fair value of $472.4 million with unrealized losses totaling $11.8 million that are considered temporary. Of these, the Company had 49 MBS and CMO investments with a fair value of $322.6 million that have been in an unrealized loss position for 12 months or more. The decline in the fair value of securities is reflective of current interest rates in excess of the yield received on investments and is not indicative of an overall credit deterioration or other factors with the Company's investment portfolio. At September 30, 2014, the Company had no Non-Agency investments in an unrealized loss position for 12 months or more.

Stress tests are performed monthly on the Company's Non-Agency investments, which are higher risk bonds within the investment portfolio, using current statistical data to determine expected cash flows and forecast potential losses. The results of the stress tests during the first nine months of 2014 indicated potential future credit losses that were lower than previously recorded OTTI and, as such, no additional OTTI was recorded during the first nine months of 2014.
 

12



Sale of Securities
The following table details the Company’s sales of AFS securities for the period indicated below:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Proceeds from sales of securities
$

 
$
12,738

 
$
25,695

 
$
17,613

Gross realized gains

 
647

 
451

 
785

Gross realized losses

 

 

 

 
For the three months ended September 30, 2014, the Company did not sell any securities. For the three months ended September 30, 2013, the Company sold certain AFS securities with a total carrying value of $12.1 million and recorded net gains on the sale of AFS securities of $647,000 within non-interest income in the consolidated statements of income. The Company had not previously recorded any OTTI on these securities sold.

For the nine months ended September 30, 2014 and 2013, the Company sold certain AFS securities with a total carrying value of $25.2 million and $16.8 million, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded net gains on the sale of AFS securities of $451,000 and $785,000, respectively, within non-interest income in the consolidated statements of income. The Company had not previously recorded any OTTI on these securities sold.

The cost basis of securities sold is measured on a specific identification basis.

Securities Pledged
At September 30, 2014 and December 31, 2013, securities with an amortized cost of $480.5 million and $479.2 million and estimated fair values of $478.9 million and $474.7 million, respectively, were pledged to secure FHLBB advances, public deposits, and securities sold under agreements to repurchase and for other purposes required or permitted by law.
 
Contractual Maturities
The amortized cost and estimated fair values of debt securities by contractual maturity at September 30, 2014, 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. 
 
Amortized
Cost
 
Fair
Value
AFS Securities
 
 
 
Due in one year or less
$
2,186

 
$
2,209

Due after one year through five years
82,230

 
82,383

Due after five years through ten years
112,277

 
113,046

Due after ten years
579,961

 
574,168

 
$
776,654

 
$
771,806

HTM Securities
 
 
 
Due in one year or less
$

 
$

Due after one year through five years

 

Due after five years through ten years
2,334

 
2,358

Due after ten years
9,156

 
9,301

 
$
11,490

 
$
11,659

 


13



NOTE 4 – LOANS AND ALLOWANCE FOR LOAN LOSSES
 
The composition of the Company’s loan portfolio at September 30, 2014 and December 31, 2013 was as follows:   
 
September 30,
2014
 
December 31,
2013
Residential real estate loans
$
577,515

 
$
570,391

Commercial real estate loans
613,510

 
541,099

Commercial loans
245,612

 
179,203

Home equity loans
271,858

 
272,630

Consumer loans
18,149

 
17,651

Deferred loan fees, net of costs
(417
)
 
(572
)
Total loans
$
1,726,227

 
$
1,580,402


The Company’s lending activities are primarily conducted in Maine. The Company originates single family 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. The Company did not sell any loans during the three months ended September 30, 2014. For the three months ended September 30, 2013, the Company sold $7.3 million of fixed-rate residential mortgage loans on the secondary market that resulted in net gains on the sale of loans of $32,000. For the nine months ended September 30, 2014 and 2013, the Company sold $399,000 and $28.2 million, respectively, of fixed-rate residential mortgage loans on the secondary market that resulted in net gains on the sale of loans of $17,000 and $684,000, respectively.

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

In the second quarter of 2014, the Company made one revision to its ALL methodology specific to the allowance allocation for overdrawn checking accounts. Historically, the allocation was determined using the previous four quarters gross charge-offs. The methodology was revised to calculate the allowance using the previous four quarters net charge-off information, which is now consistent with the Company's overall allowance methodology and approach. The change in methodology was reviewed and approved by the Company's Board of Directors prior to implementation. The change resulted in a decrease of $165,000 in the unallocated portion of the ALL.


14



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

The following table presents the activity in the ALL and select loan information by portfolio segment for the three and nine months ended September 30, 2014
 
Residential 
Real Estate
 
Commercial 
Real Estate
 
Commercial
 
Home
Equity
 
Consumer
 
Unallocated
 
Total
ALL for the three months ended:
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
$
5,141

 
$
4,361

 
$
6,484

 
$
2,752

 
$
318

 
$
2,849

 
$
21,905

Loans charged off
(9
)
 
(100
)
 
(675
)
 
(166
)
 
(59
)
 

 
(1,009
)
Recoveries
2

 
17

 
117

 
8

 
11

 

 
155

Provision (reduction)
122

 
82

 
35

 
(63
)
 
23

 
335

 
534

Ending balance
$
5,256

 
$
4,360

 
$
5,961

 
$
2,531

 
$
293

 
$
3,184

 
$
21,585

ALL for the nine months ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
5,603

 
$
4,374

 
$
6,220

 
$
2,403

 
$
319

 
$
2,671

 
$
21,590

Loans charged off
(370
)
 
(276
)
 
(1,201
)
 
(272
)
 
(99
)
 

 
(2,218
)
Recoveries
136

 
67

 
286

 
19

 
30

 

 
538

Provision (reduction)
(113
)
 
195

 
656

 
381

 
43

 
513

 
1,675

Ending balance
$
5,256

 
$
4,360

 
$
5,961

 
$
2,531

 
$
293

 
$
3,184

 
$
21,585

ALL balance attributable to loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
1,420

 
$
222

 
$
121

 
$
573

 
$
111

 
$

 
$
2,447

Collectively evaluated for impairment
3,836

 
4,138

 
5,840

 
1,958

 
182

 
3,184

 
19,138

Total ending ALL
$
5,256

 
$
4,360

 
$
5,961

 
$
2,531

 
$
293

 
$
3,184

 
$
21,585

Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
10,964

 
$
6,710

 
$
3,380

 
$
1,860

 
$
309

 
$

 
$
23,223

Collectively evaluated for impairment
566,134

 
606,800

 
242,232

 
269,998

 
17,840

 

 
1,703,004

Total ending loans balance
$
577,098

 
$
613,510

 
$
245,612

 
$
271,858

 
$
18,149

 
$

 
$
1,726,227

 

15



The following table presents the activity in the ALL and select loan information by portfolio segment for the three and nine months ended September 30, 2013
 
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
 
Home
Equity
 
Consumer
 
Unallocated
 
Total
ALL for the three months ended:
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
$
6,232

 
$
3,590

 
$
5,788

 
$
3,428

 
$
221

 
$
4,062

 
$
23,321

Loans charged off
(340
)
 
(591
)
 
(379
)
 
(86
)
 
(42
)
 

 
(1,438
)
Recoveries

 
14

 
77

 
8

 
12

 

 
111

Provision (reduction)
709

 
547

 
465

 
137

 
40

 
(1,231
)
 
667

Ending balance
$
6,601

 
$
3,560

 
$
5,951

 
$
3,487

 
$
231

 
$
2,831

 
$
22,661

ALL for the nine months ended:
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
$
6,996

 
$
4,549

 
$
5,933

 
$
2,520

 
$
184

 
$
2,862

 
$
23,044

Loans charged off
(687
)
 
(762
)
 
(823
)
 
(423
)
 
(175
)
 

 
(2,870
)
Recoveries
5

 
106

 
275

 
10

 
40

 

 
436

Provision (reduction)
287

 
(333
)
 
566

 
1,380

 
182

 
(31
)
 
2,051

Ending balance
$
6,601

 
$
3,560

 
$
5,951

 
$
3,487

 
$
231

 
$
2,831

 
$
22,661

ALL balance attributable to loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
1,655

 
$
686

 
$
177

 
$
449

 
$
81

 
$

 
$
3,048

Collectively evaluated for impairment
4,946

 
2,874

 
5,774

 
3,038

 
150

 
2,831

 
19,613

Total ending ALL
$
6,601

 
$
3,560

 
$
5,951

 
$
3,487

 
$
231

 
$
2,831

 
$
22,661

Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
14,059

 
$
11,016

 
$
3,369

 
$
1,521

 
$
498

 
$

 
$
30,463

Collectively evaluated for impairment
550,493

 
511,594

 
174,486

 
304,782

 
18,128

 

 
1,559,483

Total ending loans balance
$
564,552

 
$
522,610

 
$
177,855

 
$
306,303

 
$
18,626

 
$

 
$
1,589,946


The following table presents the activity in the ALL and select loan information by portfolio segment for the year ended December 31, 2013
 
Residential
Real Estate
 
Commercial
Real Estate
 
Commercial
 
Home
Equity
 
Consumer
 
Unallocated
 
Total
ALL:
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
$
6,996

 
$
4,549

 
$
5,933

 
$
2,520

 
$
184

 
$
2,862

 
$
23,044

Loans charged off
(1,059
)
 
(952
)
 
(1,426
)
 
(647
)
 
(190
)
 

 
(4,274
)
Recoveries
35

 
121

 
495

 
56

 
61

 

 
768

Provision (reduction)
(369
)
 
656

 
1,218

 
474

 
264

 
(191
)
 
2,052

Ending balance
$
5,603

 
$
4,374

 
$
6,220

 
$
2,403

 
$
319

 
$
2,671

 
$
21,590

ALL balance attributable to loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
1,750

 
$
526

 
$
132

 
$
433

 
$
140

 
$

 
$
2,981

Collectively evaluated for impairment
3,853

 
3,848

 
6,088

 
1,970

 
179

 
2,671

 
18,609

Total ending ALL
$
5,603

 
$
4,374

 
$
6,220

 
$
2,403

 
$
319

 
$
2,671

 
$
21,590

Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
$
14,435

 
$
8,864

 
$
2,635

 
$
1,571

 
$
442

 
$

 
$
27,947

Collectively evaluated for impairment
555,384

 
532,235

 
176,568

 
271,059

 
17,209

 

 
1,552,455

Total ending loans balance
$
569,819

 
$
541,099

 
$
179,203

 
$
272,630

 
$
17,651

 
$

 
$
1,580,402

 

16



The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To ensure that credit concentrations can be effectively identified, all commercial and commercial real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes. Shifts in portfolio concentrations are monitored by the Corporate Risk Management Group. As of September 30, 2014 and December 31, 2013, the two most significant industry exposures within the commercial real estate loan portfolio were non-residential building operators (operators of commercial and industrial buildings, retail establishments, theaters, banks and insurance buildings) at 26% and 28%, respectively, and lodging (inns, bed & breakfasts, ski lodges, tourist cabins, hotels and motels) at 26% and 25%.

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

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

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

17



The following table summarizes credit risk exposure indicators by portfolio segment as of the following dates:
 
Residential 
Real Estate
 
Commercial 
Real Estate
 
Commercial
 
Home
Equity
 
Consumer
 
Total
September 30, 2014
 

 
 

 
 

 
 

 
 

 
 
Pass (Grades 1-6)
$
563,276

 
$
579,266

 
$
228,019

 
$

 
$

 
$
1,370,561

Performing

 

 

 
269,998

 
17,840

 
287,838

Special Mention (Grade 7)
3,035

 
3,372

 
8,985

 

 

 
15,392

Substandard (Grade 8)
10,787

 
30,872

 
8,608

 

 

 
50,267

Non-performing

 

 

 
1,860

 
309

 
2,169

Total
$
577,098

 
$
613,510

 
$
245,612

 
$
271,858

 
$
18,149

 
$
1,726,227

December 31, 2013
 

 
 

 
 

 
 

 
 

 
 
Pass (Grades 1-6)
$
551,035

 
$
496,257

 
$
155,851

 
$

 
$

 
$
1,203,143

Performing

 

 

 
271,059

 
17,210

 
288,269

Special Mention (Grade 7)
3,196

 
7,749

 
11,315

 

 

 
22,260

Substandard (Grade 8)
15,588

 
37,093

 
12,037

 

 

 
64,718

Non-performing

 

 

 
1,571

 
441

 
2,012

Total
$
569,819

 
$
541,099

 
$
179,203

 
$
272,630

 
$
17,651

 
$
1,580,402

 
The Company closely monitors the performance of its loan portfolio. Loans past due 30 days or more are considered delinquent. In general, consumer loans will be charged off if the loan is delinquent for 90 consecutive days. Commercial and real estate loans are charged off in part or in full to the extent they appear uncollectible. 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 well-secured by collateral sufficient to satisfy both the principal and accrued interest in full and collection is assured by a specific event, such as the closing of a pending sale contract. When one loan to a borrower is placed on non-accrual status, generally 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. Interest payments received on non-accrual loans (including impaired loans) are applied as a reduction of principal. A loan remains on non-accrual status until all principal and interest amounts contractually due are brought current and future payments are reasonably assured. A loan may be returned to accrual status when collection of principal and interest is assured and the borrower has demonstrated timely payments of principal and interest for a reasonable period. Unsecured loans, however, are not normally placed on non-accrual status but instead they are charged-off once their collectability is in doubt. 


18



The following is a loan aging analysis by portfolio segment (including loans past due over 90 days and non-accrual loans) and a summary of non-accrual loans, which include TDRs, and loans past due over 90 days and accruing as of the following dates:
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater
than
90 Days
 
Total
Past Due
 
Current
 
Total Loans
Outstanding
 
Loans > 90
Days Past
Due and
Accruing
 
Non-Accrual
Loans
September 30, 2014
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential real estate
$
700

 
$
355

 
$
5,693

 
$
6,748

 
$
570,350

 
$
577,098

 
$

 
$
7,098

Commercial real estate
1,510

 
324

 
3,729

 
5,563

 
607,947

 
613,510

 

 
5,707

Commercial
2,226

 
45

 
1,420

 
3,691

 
241,921

 
245,612

 

 
3,051

Home equity
1,805

 
207

 
1,606

 
3,618

 
268,240

 
271,858

 

 
1,860

Consumer
46

 
27

 
290

 
363

 
17,786

 
18,149

 

 
309

Total
$
6,287

 
$
958

 
$
12,738

 
$
19,983

 
$
1,706,244

 
$
1,726,227

 
$

 
$
18,025

December 31, 2013
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Residential real estate
$
3,218

 
$
684

 
$
7,269

 
$
11,171

 
$
558,648

 
$
569,819

 
$

 
$
10,520

Commercial real estate
926

 
2,036

 
3,301

 
6,263

 
534,836

 
541,099

 
257

 
7,799

Commercial
159

 
237

 
1,980

 
2,376

 
176,827

 
179,203

 
198

 
2,146

Home equity
1,395

 
388

 
1,007

 
2,790

 
269,840

 
272,630

 

 
1,571

Consumer
63

 
21

 
418

 
502

 
17,149

 
17,651

 

 
441

Total
$
5,761

 
$
3,366

 
$
13,975

 
$
23,102

 
$
1,557,300

 
$
1,580,402

 
$
455

 
$
22,477

 
Interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms was $192,000 and $256,000 for the three months ended September 30, 2014 and 2013, respectively, and $647,000 and $738,000 for the nine months ended September 30, 2014 and 2013, respectively.

The Company takes a conservative approach in credit risk management and remains focused on community lending and reinvesting. The Company works closely with borrowers experiencing credit problems to assist in loan repayment or term modifications. TDRs consist of loans where the Company, for economic or legal reasons related to the borrower’s financial difficulties, granted a concession to the borrower that it would not otherwise consider. TDRs involve term modifications or a reduction of either interest or principal. Once such an obligation has been restructured, it will remain in a restructured status, even if performing in accordance with the modified terms, until paid in full.

At September 30, 2014 and December 31, 2013, the Company had specific reserve allowance related to TDRs was $691,000 and $656,000, respectively. The specific reserve component was determined by discounting the total expected future cash flows from the borrower at the original loan interest rate, or if the loan is currently collateral-dependent, using the fair value of the underlying collateral, which was obtained through independent appraisals and internal evaluations.

At September 30, 2014, the Company had performing and non-performing TDRs of $5.2 million and $1.5 million, respectively. At December 31, 2013, the Company had performing and non-performing TDRs of $5.5 million and $1.6 million, respectively. As of September 30, 2014 and December 31, 2013, the Company did not have any commitments to lend additional funds to borrowers with loans classified as TDRs.


19



The following is a summary of TDRs by portfolio segment and the associated specific reserve included within the ALL as of September 30, 2014 and December 31, 2013:
 
 
Number of Contracts
 
Current Balance
 
Specific Reserve
 
 
September 30, 2014
 
December 31, 2013
 
September 30, 2014
 
December 31, 2013
 
September 30, 2014
 
December 31, 2013
Residential real estate
 
26

 
26

 
$
4,098

 
$
4,089

 
$
667

 
$
525

Commercial real estate
 
9

 
10

 
2,141

 
2,558

 
11

 
131

Commercial
 
9

 
7

 
437

 
488

 
13

 

Home equity and consumer
 
1

 
1

 
30

 
1

 

 

Total
 
45

 
44

 
$
6,706

 
$
7,136

 
$
691

 
$
656


The following represents loan modifications qualifying as TDRs by portfolio segment and the associated specific reserve included within the ALL for the three and nine months ended September 30, 2014:
 
 
Number of Contracts
 
Pre-Modification
Outstanding Recorded
Investment
 
Post-Modification
Outstanding Recorded
Investment
 
Specific Reserve
Three months ended:
 
 
 
 
 
 
 
 
Residential real estate
 

 
$

 
$

 
$

Commercial real estate
 
1

 
235

 
235

 

Commercial
 
3

 
77

 
77

 
9

Home equity and consumer
 
1

 
40

 
30

 

Total
 
5

 
$
352

 
$
342

 
$
9

Nine months ended:
 
 
 
 
 
 
 
 
Residential real estate
 
1

 
$
136

 
$
149

 
$
44

Commercial real estate
 
1

 
235

 
235

 

Commercial
 
3

 
77

 
77

 
9

Home equity and consumer
 
1

 
40

 
30

 

Total
 
6

 
$
488

 
$
491

 
$
53


The following represents loan modifications qualifying as TDRs by portfolio segment and the associated specific reserve included within the ALL for the three and nine months ended September 30, 2013:
 
 
Number of Contracts
 
Pre-Modification
Outstanding Recorded
Investment
 
Post-Modification
Outstanding Recorded
Investment
 
Specific Reserve
Three months ended
 
 
 
 
 
 
 
 
Residential real estate
 
2

 
$
359

 
$
379

 
$

Commercial real estate
 

 

 

 

Commercial
 

 

 

 

Home equity and consumer
 

 

 

 

Total
 
2

 
$
359

 
$
379

 
$

Nine months ended
 
 
 
 
 
 
 
 
Residential real estate
 
4

 
$
636

 
$
665

 
$
5

Commercial real estate
 
2

 
279

 
286

 
2

Commercial
 
3

 
236

 
236

 
1

Home equity and consumer
 

 

 

 

Total
 
9

 
$
1,151

 
$
1,187

 
$
8


For the three and nine months ended September 30, 2014 and 2013, there were no loans modified as a TDR within the previous 12 months and for which the borrower subsequently defaulted.


20



Impaired loans consist of non-accrual loans and TDRs. The following is a summary of impaired loan balances and associated allowance by portfolio segment as of and for the three and nine months ended September 30, 2014:
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized(1)
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 
 
 
Residential real estate
$
9,441

 
$
9,441

 
$
1,420

 
$
9,236

 
$
38

 
$
9,928

 
$
102

Commercial real estate
2,987

 
2,987

 
222

 
3,142

 
1

 
5,588

 
2

Commercial
1,562

 
1,562

 
121

 
2,724

 
(2
)
 
2,653

 
8

Home equity
1,510

 
1,510

 
573

 
1,486

 

 
1,571

 

Consumer
292

 
292

 
111

 
333

 

 
392

 

Ending Balance
15,792

 
15,792

 
2,447

 
16,921

 
37

 
20,132

 
112

Without an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 
 
 
Residential real estate
1,523

 
1,880

 

 
1,751

 
2

 
2,340

 
5

Commercial real estate
3,723

 
4,116

 

 
3,490

 
14

 
2,230

 
43

Commercial
1,818

 
2,318

 

 
870

 
6

 
609

 
8

Home equity
350

 
477

 

 
403

 

 
415

 

Consumer
17

 
37

 

 
17

 

 
17

 

Ending Balance
7,431

 
8,828

 

 
6,531

 
22

 
5,611

 
56

Total impaired loans
$
23,223

 
$
24,620

 
$
2,447

 
$
23,452

 
$
59

 
$
25,743

 
$
168

(1) Negative interest income represents the re-allocation of income between "with an allowance recorded" and "without an allowance recorded" (or vice versa) during the period.

The following is a summary of impaired loan balances and associated allowance by portfolio segment as of and for the three and nine months ended September 30, 2013:
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 
 
 
Residential real estate
$
10,746

 
$
10,746

 
$
1,655

 
$
10,457

 
$
32

 
$
10,130

 
$
91

Commercial real estate
8,497

 
8,497

 
686

 
6,503

 
9

 
4,976

 
18

Commercial
2,347

 
2,347

 
177

 
2,606

 
3

 
2,721

 
6

Home equity
1,263

 
1,263

 
449

 
1,245

 

 
1,307

 

Consumer
480

 
480

 
81

 
481

 

 
466

 

Ending Balance
23,333

 
23,333

 
3,048

 
21,292

 
44

 
19,600

 
115

Without an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 
 
 
Residential real estate
3,313

 
4,439

 

 
2,816

 
9

 
2,908

 
22

Commercial real estate
2,519

 
3,167

 

 
3,663

 
10

 
3,750

 
56

Commercial
1,022

 
1,213

 

 
907

 
2

 
699

 
8

Home equity
258

 
450

 

 
291

 

 
356

 

Consumer
18

 
38

 

 
7

 

 
3

 

Ending Balance
7,130

 
9,307

 

 
7,684

 
21

 
7,716

 
86

Total impaired loans
$
30,463

 
$
32,640

 
$
3,048

 
$
28,976

 
$
65

 
$
27,316

 
$
201



21



The following is a summary of impaired loan balances and associated allowance by portfolio segment as of and for the year ended December 31, 2013:
 
 
 
 
 
 
 
Year Ended
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With an allowance recorded:
 
 
 

 
 

 
 

 
 

Residential real estate
$
11,902

 
$
11,902

 
$
1,750

 
$
10,411

 
$
118

Commercial real estate
6,805

 
6,805

 
526

 
5,517

 
20

Commercial
1,876

 
1,876

 
132

 
2,543

 
10

Home equity
1,228

 
1,228

 
433

 
1,291

 

Consumer
425

 
425

 
140

 
460

 

Ending Balance
22,236

 
22,236

 
2,981

 
20,222

 
148

Without an allowance recorded:
 

 
 

 
 

 
 

 
 

Residential real estate
2,533

 
3,846

 

 
2,925

 
28

Commercial real estate
2,059

 
2,782

 

 
3,362

 
55

Commercial
759

 
871

 

 
765

 
8

Home equity
343

 
479

 

 
334

 

Consumer
17

 
37

 

 
11

 

Ending Balance
5,711

 
8,015

 

 
7,397

 
91

Total impaired loans
$
27,947

 
$
30,251

 
$
2,981

 
$
27,619

 
$
239


The Company records its properties obtained through foreclosure or deed-in-lieu of foreclosure as OREO properties on the consolidated statements of condition at fair value of the real estate, less the estimated cost to sell (i.e. net realizable value). If a write-down of the recorded investment at the time of transfer to OREO is necessary, the write-down is charged to the ALL. If a subsequent write-down of the property is necessary due to a further decline in the fair value of the property then the write-down is recorded through a valuation allowance on the OREO property and charged to other non-interest expense in the consolidated statements of income. At September 30, 2014, the Company had 11 residential real estate properties and 6 commercial properties with a carrying value of $554,000 and $1.0 million, respectively, within OREO. At December 31, 2013, the Company had 10 residential real estate properties and 6 commercial properties with a carrying value of $1.0 million and $1.2 million, respectively, within OREO.

At September 30, 2014 and December 31, 2013, the Company had $6.0 million and $4.4 million, respectively, of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process.


22



NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS
 
The Company has recognized goodwill and certain identifiable intangible assets in connection with certain business acquisitions in prior years.

Goodwill as of September 30, 2014 and December 31, 2013 are shown in the table below:
 
Goodwill
 
Banking
 
Financial
Services
 
Total
September 30, 2014 and December 31, 2013:


 


 


Goodwill, gross
$
40,902

 
$
7,474

 
$
48,376

Accumulated impairment losses

 
(3,570
)
 
(3,570
)
Reported goodwill at September 30, 2014 and December 31, 2013
$
40,902

 
$
3,904

 
$
44,806

 
The changes in core deposit and trust relationship intangible assets for the nine months ended September 30, 2014 are shown in the table below:
 
Core Deposit Intangible
 
Trust Relationship Intangible
 
Total
 
Accumulated Amortization
 
Net
 
Total
 
Accumulated Amortization
 
Net
Balance at December 31, 2013
$
17,300

 
$
(13,088
)
 
$
4,212

 
$
753

 
$
(452
)
 
$
301

2014 amortization

 
(805
)
 
(805
)
 

 
(56
)
 
(56
)
Balance at September 30, 2014
$
17,300

 
$
(13,893
)
 
$
3,407

 
$
753

 
$
(508
)
 
$
245

 
It is estimated that core deposit and trust relationship intangible assets will be fully amortized as of December 31, 2017. The following table reflects the expected amortization of core deposit and trust relationship intangible assets over their respective estimated remaining useful lives as of September 30, 2014:
 
Core Deposit
Intangible
 
Trust
Relationship
Intangible
2014
$
268

 
$
19

2015
1,073

 
75

2016
1,073

 
75

2017
993

 
76

Total
$
3,407

 
$
245

 

23



NOTE 6 – 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 period benefit cost for the periods ended September 30, 2014 and 2013 were as follows:

Supplemental Executive Retirement Plan:
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended September 30,
Net period benefit cost
 
2014
 
2013
 
2014
 
2013
Service cost
 
$
67

 
$
82

 
$
201

 
$
246

Interest cost
 
114

 
94

 
342

 
282

Recognized net actuarial loss
 
35

 
56

 
105

 
168

Recognized prior service cost
 
5

 
5

 
15

 
15

Net period benefit cost(1)
 
$
221

 
$
237

 
$
663

 
$
711

(1) Presented within the consolidated statements of income within salaries and employee benefits.

Other Postretirement Benefit Plan:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Net period benefit cost
 
2014
 
2013
 
2014
 
2013
Service cost
 
$
11

 
$
19

 
$
33

 
$
57

Interest cost
 
33

 
35

 
99

 
105

Recognized net actuarial loss
 
2

 
11

 
6

 
33

Recognized prior service credit
 
(5
)
 

 
(15
)
 

Net period benefit cost(1)
 
$
41

 
$
65

 
$
123

 
$
195

(1) Presented within the consolidated statements of income within salaries and employee benefits.

In the first quarter of 2014, the Company amended its terms of the postretirement plan impacting the eligibility of employees. The amendment to the plan does not have a material effect on the Company's consolidated financial statements.

NOTE 7 – STOCK-BASED COMPENSATION PLANS 

On February 25, 2014, 7,181 shares vested upon the achievement of certain revenue and expense goals under the 2011 – 2013 LTIP, and 4,881 shares, net of taxes, were issued to participants.

On March 7, 2014, the Company granted 5,400 restricted stock awards to certain officers of the Company and its subsidiaries under the 2012 Plan. The holders of these awards participate fully in the rewards of stock ownership of the Company, including voting and dividend rights. The restricted stock awards have been determined to have a fair value of $39.57 per unit, based on the closing market price of the Company’s common stock on the grant date. The restricted stock awards vest pro-rata over a three-year period.
  
On March 7, 2014, 5,055 shares were purchased by certain officers of the Company and its subsidiaries at a one-third discount, based on the closing market price of the Company's common stock on the date of grant, $39.57, in lieu of the employees' annual incentive bonus under the MSPP. The shares fully vest after two years of service from the grant date.

On March 17, 2014, the Company granted 2,020 deferred stock awards under the DCRP to certain executive officers. The stock awards have been determined to have a fair value of $40.00 per unit, based on the closing market price of the Company's common stock on the grant date.


24



On March 25, 2014, the Company approved the Amended and Restated LTIP for the 2014 – 2016 performance period. Pursuant to the 2014 – 2016 LTIP, certain executive officers of the Company are eligible to receive equity compensation based on the attainment of certain performance goals set forth in the 2014 – 2016 LTIP. Performance goals under the 2014 – 2016 LTIP include specific revenue growth and efficiency ratio goals for threshold, target and superior levels of performance, and a minimum level of performance for the Company’s non-performing assets to total assets ratio at December 31, 2016 and a minimum level of net income growth for the three-year period ending December 31, 2016. 

On May 1, 2014, the Company granted 2,831 unrestricted stock awards and restricted stock units to the Directors of the Company and Bank under the Independent Directors' Equity Compensation Program, a component of the 2012 Plan. The unrestricted stock awards fully vested on the grant date and have voting and dividend rights. The restricted stock units are deferred until termination or retirement and have no voting or dividend rights. The fair value of the share awards issued to the Directors was determined using the closing market price of the Company's stock on the grant date, $37.50 per unit. The Company recorded $106,000 of expense associated with the issuance. The expense is recorded within consulting and professional fees on the consolidated statements of income.

NOTE 8 – FAIR VALUE MEASUREMENT AND DISCLOSURE
 
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined using quoted market prices. However, in many instances, quoted market prices are not available. In such instances, fair values are determined using various valuation techniques. Various assumptions and observable inputs must be relied upon in applying these techniques. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
 
GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has elected the fair value option for its loans held for sale. Electing the fair value option for loans held for sale enables the Company’s financial position to more clearly align with the economic value of the actively traded asset. The Company did not have any loans held for sale at September 30, 2014 or December 31, 2013.

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

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

25



Trading Account Assets:  Trading account assets are invested in mutual funds and classified as Level 1 based upon quoted prices.

Derivatives:  The fair value of interest rate swaps is determined using inputs that are observable in the market place obtained from third parties including yield curves, publicly available volatilities, and floating indexes and, accordingly, are classified as Level 2 inputs. The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2014 and December 31, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives due to collateral postings.
 
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 
Fair
Value
 
Readily
Available
Market
Prices
(Level 1)
 
Observable
Market
Data
(Level 2)
 
Company
Determined
Fair Value
(Level 3)
September 30, 2014
 
 
 

 
 

 
 

Financial Assets:
 
 
 

 
 

 
 

AFS securities:
 
 
 

 
 

 
 

Obligations of U.S. government-sponsored enterprises
$
4,982

 
$

 
$
4,982

 
$

Obligations of states and political subdivisions
28,046

 

 
28,046

 

Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
378,204

 

 
378,204

 

Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
354,313

 

 
354,313

 

Private issue collateralized mortgage obligations
6,261

 

 
6,261

 

Trading account assets
2,418

 
2,418

 

 

Customer interest rate swap agreements
506

 

 
506

 

Financial Liabilities:


 
 

 
 
 
 

Interest rate swap agreements
6,969

 

 
6,969

 

Customer interest rate swap agreements
506

 

 
506

 

December 31, 2013
 
 
 

 
 

 
 

Financial Assets:
 
 
 

 
 

 
 

AFS securities:
 
 
 

 
 

 
 

Obligations of states and political subdivisions
$
31,207

 
$

 
$
31,207

 
$

Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
395,903

 

 
395,903

 

Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
374,435

 

 
374,435

 

Private issue collateralized mortgage obligations
6,932

 

 
6,932

 

Trading account assets
2,488

 
2,488

 

 

Customer interest rate swap agreements
114

 

 
114

 

Financial Liabilities:
 
 
 

 
 
 
 

Interest rate swap agreements
3,911

 

 
3,911

 

Customer interest rate swap agreements
114

 

 
114

 

 

26



The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2014. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.
 
Financial Instruments Recorded at Fair Value on a Nonrecurring Basis 
The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period.
 
Collateral-Dependent Impaired Loans:  Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. The Company's policy is to individually evaluate for impairment loans with a principal balance greater than $250,000 and are risk rate 8 or higher or are on non-accrual status. Once the population of loans is identified for individual impairment assessment, the Company measures these loans for impairment by comparing the estimated fair value of the collateral, less the estimated costs to sell (i.e. net realizable value), to the carrying value of the loan. If the estimated net realizable value of the loan is less than the carrying value of the loan, then a loss is recognized as part of the ALL to adjust the loan's carrying value to the estimated net realizable value. Accordingly, certain collateral-dependent impaired loans are subject to measurement at fair value (or net realizable value) on a non-recurring basis. Management has estimated the fair values of these assets using Level 2 inputs, such as the fair value of collateral based on independent third-party market approach appraisals for collateral-dependent loans, and Level 3 inputs where circumstances warrant an adjustment to the appraised value based on the age of the appraisal and/or comparable sales, condition of the collateral, and market conditions.

MSRs:  The Company accounts for mortgage servicing assets at cost, subject to impairment testing. When the carrying value 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 a variety of observable inputs for its assumptions, the most significant of which are loan prepayment assumptions and the discount rate used to discount future cash flows. Other assumptions include delinquency rates, servicing cost inflation and annual unit loan cost. MSRs are classified within Level 2 of the fair value hierarchy.
 
Non-Financial Assets and Non-Financial Liabilities Recorded at Fair Value
The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Furthermore, the Company does not have any non-financial liabilities measured at fair value on a non-recurring basis. Non-financial assets measured at fair value on a non-recurring basis consist of OREO and goodwill. 

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

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 of either reporting units' goodwill 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.

As of and for the nine months ended September 30, 2014, there have been no indications or triggering events for which management believes that it is more-likely-than-not that goodwill is impaired. In the fourth quarter of 2013, the Company recorded a goodwill impairment of $2.8 million to write-down the financial services reporting unit to fair value of $3.9 million. As such, goodwill for the financial services reporting unit at December 31, 2013 is recorded at fair value. The banking reporting unit was not deemed impaired.


27



The table below highlights financial and non-financial assets measured and recorded at fair value on a non-recurring basis as of September 30, 2014 and December 31, 2013. Not included in the table below because they are not recorded at fair value at September 30, 2014 and December 31, 2013 are: (i) impaired loans of $20.2 million and $19.4 million, respectively; (ii) MSRs reported of $359,000 and $322,000, respectively; and (iii) OREO properties of $305,000 and $612,000, respectively.
 
Fair
Value
 
Readily
Available
Market
Prices
(Level 1)
 
Observable
Market
Data
(Level 2)
 
Company
Determined
Fair Value
(Level 3)
September 30, 2014
 
 
 

 
 

 
 

Financial assets:
 
 
 

 
 

 
 

Collateral-dependent impaired loans
$
3,022

 
$

 
$

 
$
3,022

MSRs(1)
179

 

 
179

 

Non-financial assets:
 
 
 
 
 
 
 
OREO
1,261

 

 

 
1,261

December 31, 2013
 
 
 

 
 

 
 

Financial assets:
 
 
 

 
 

 
 

Collateral-dependent impaired loans
$
8,557

 
$

 
$

 
$
8,557

MSRs(1)
404

 

 
404

 

Non-financial assets:
 
 


 


 


OREO
1,583

 

 

 
1,583

Goodwill - financial services reporting unit
3,904

 

 

 
3,904

(1) Represents MSRs deemed to be impaired and a valuation allowance established to carry at fair value.


28



The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at September 30, 2014 and December 31, 2013:
 
Fair Value
 
Valuation Methodology
 
Unobservable input
 
Discount Range
(Weighted-Average)
September 30, 2014
 
 
 
 
 
 
 
 
Collateral-dependent impaired loans:
 

 
 
 
 
 
 
 
Partially charged-off
$
808

 
Market approach appraisal of collateral
 
Management adjustment of appraisal
 
0 - 46%
(8%)
Specifically reserved(1)
2,214

 
Market approach appraisal of collateral
 
Management adjustment of appraisal
 
10 - 69%
(37%)
OREO
1,261

 
Market approach appraisal of collateral
 
Management adjustment of appraisal
 
0 - 41%
(18%)
 
 
 
 
Estimated selling cost
 
6 - 10%
(9%)
December 31, 2013
 

 
 
 
 
 
 
 
Collateral-dependent impaired loans:
 

 
 
 
 
 
 
 
Partially charged-off
$
1,874

 
Market approach appraisal of collateral
 
Management adjustment of appraisal
 
0 - 85%
(14%)
Specifically reserved(1)
6,683

 
Market approach appraisal of collateral
 
Management adjustment of appraisal
 
7 - 90%
(22%)
OREO
1,583

 
Market approach appraisal of collateral
 
Management adjustment of appraisal
 
0 - 41%
(16%)
 
 
 
 
Estimated selling cost
 
6 - 10%
(10%)
Goodwill
3,904

 
Discounted cash flow
 
Revenue growth rate
 
5.0%
 
 
 
 
 
Margin percentage
 
8.3%
 
 
 
 
 
Discount rate
 
16.5%
 
 
 
 
 
Fair value weighting
 
50.0%
 
 
 
Market approach
 
Fair value weighting
 
50.0%
(1) The specific reserve for collateral-dependent impaired loans is determined by any loan-to-value ratio in excess of 80% for consumer loans and any loan-to-value ratio in excess of 75% for commercial loans. Appraisals are received on impaired loans in accordance with the Company's internal policy. As such, adjustments to the appraised fair value are made, as necessary, should the appraisal not be current. Adjustments are made to the appraised fair value to reflect changes in known factors, including, but not limited to, property condition, property location, and costs to sell the collateral.

GAAP requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The following methods and assumptions were used by the Company in estimating the fair values of its other financial instruments.
 
Cash and Due from Banks:  The carrying amounts reported in the consolidated statements of condition approximate fair value.

HTM securities:  The fair value is estimated utilizing prices provided by an independent pricing service based on recent trading activity and other observable information including, but not limited to, dealer quotes, market spreads, cash flows, market interest rate curves, market consensus prepayment speeds, credit information, and the bond’s terms and conditions. The fair value is classified as Level 2.
 
FHLB and FRB and Investments in CCTA and UBCT:  The carrying amounts reported in the consolidated statements of condition approximate fair value.
 
Loans:  For variable rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. The fair value of other loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
 

29



Interest Receivable and Payable:  The carrying amounts reported in the consolidated statements of condition approximate fair value.
 
Deposits:  The fair value of deposits with no stated maturity is equal to the carrying amount. The fair value of certificates of deposit is estimated using a discounted cash flow calculation that applies interest rates and remaining maturities for currently offered certificates of deposit.
 
Borrowings:  The carrying amounts of short-term borrowings from the FHLB, securities sold under repurchase agreements, notes payable and other short-term borrowings approximate fair value. The fair values of long-term borrowings and commercial repurchase agreements are based on the discounted cash flows using current rates for advances of similar remaining maturities.
 
Junior Subordinated Debentures:  The carrying amounts reported in the consolidated statements of condition approximate fair value.

The following table presents the carrying amounts and estimated fair value for financial instrument assets and liabilities measured at September 30, 2014
 
Carrying
Amount
 
Fair Value
 
Readily
Available
Market
Prices
(Level 1)
 
Observable
Market
Prices
(Level 2)
 
Company
Determined
Market
Prices
(Level 3)
Financial assets:
 

 
 

 
 

 
 

 
 

Cash and due from banks
$
59,450

 
$
59,450

 
$
59,450

 
$

 
$

AFS securities
771,806

 
771,806

 

 
771,806

 

HTM securities
11,490

 
11,659

 

 
11,659

 

FHLB and FRB stock
20,379

 
20,379

 
20,379

 

 

Trading account assets
2,418

 
2,418

 
2,418

 

 

Residential real estate loans
570,933

 
580,261

 

 

 
580,261

Commercial real estate loans
608,396

 
604,195

 

 

 
604,195

Commercial loans
238,619

 
235,131

 

 

 
235,131

Home equity loans
268,889

 
270,112

 

 

 
270,112

Consumer loans
17,805

 
18,005

 

 

 
18,005

MSRs(1)
538

 
1,526

 

 
1,526

 

Interest receivable
6,162

 
6,162

 

 
6,162

 

Investments in CCTA and UBCT
1,331

 
1,331

 

 

 
1,331

Customer interest rate swap agreements
506

 
506

 

 
506

 

Financial liabilities:
 

 
 

 
 
 
 
 
 
Deposits
$
1,928,543

 
$
1,930,182

 
$
1,389,977

 
$
540,205

 
$

FHLB advances
56,058

 
58,244

 

 
58,244

 

Commercial repurchase agreements
30,109

 
31,591

 

 
31,591

 

Other borrowed funds
411,062

 
411,125

 
411,125

 

 

Junior subordinated debentures
43,998

 
43,998

 

 
43,998

 

Interest payable
510

 
510

 
510

 

 

Interest rate swap agreements
6,969

 
6,969

 

 
6,969

 

Customer interest rate swap agreements
506

 
506

 

 
506

 

(1) Reported fair value represents all MSRs currently being serviced by the Company, regardless of carrying amount.

30



The following table presents the carrying amounts and estimated fair value for financial instrument assets and liabilities measured at December 31, 2013:
 
Carrying
Amount
 
Fair Value
 
Readily
Available
Market
Prices
(Level 1)
 
Observable
Market
Prices
(Level 2)
 
Company
Determined
Market
Prices
(Level 3)
Financial assets:
 

 
 

 
 

 
 

 
 

Cash and due from banks
$
51,355

 
$
51,355

 
$
51,355

 
$

 
$

AFS securities
808,477

 
808,477

 

 
808,477

 

FHLB and FRB stock
19,724

 
19,724

 
19,724

 

 

Trading account assets
2,488

 
2,488

 
2,488

 

 

Residential real estate loans
563,425

 
577,153

 

 

 
577,153

Commercial real estate loans
536,107

 
535,961

 

 

 
535,961

Commercial loans
172,105

 
171,432

 

 

 
171,432

Home equity loans
269,888

 
271,041

 

 

 
271,041

Consumer loans
17,287

 
17,662

 

 

 
17,662

MSRs(1)
726

 
1,494

 

 
1,494

 

Interest receivable
5,808

 
5,808

 

 
5,808

 

Investments in CCTA and UBCT
1,331

 
1,331

 

 

 
1,331

Customer interest rate swap agreements
114

 
114

 

 
114

 

Financial liabilities:
 

 
 

 
 
 
 

 
 

Deposits
$
1,813,824

 
$
1,817,199

 
$
1,324,221

 
$
492,978

 
$

FHLB advances
56,112

 
59,118

 

 
59,118

 

Commercial repurchase agreements
30,142

 
32,038

 

 
32,038

 

Other borrowed funds
399,916

 
400,144

 
400,144

 

 

Junior subordinated debentures
43,922

 
43,922

 

 
43,922

 

Interest payable
567

 
567

 
567

 

 

Interest rate swap agreements
3,911

 
3,911

 

 
3,911

 

Customer interest rate swap agreements
114

 
114

 

 
114

 

(1) Reported fair value represents all MSRs currently being serviced by the Company, regardless of carrying amount.


31



NOTE 9 – COMMITMENTS AND CONTINGENCIES 

Legal Contingencies 
In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions 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.
 
Reserves are established for legal claims only when losses associated with the claims are judged to be probable and the loss can be reasonably estimated. In many lawsuits and arbitrations, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case a reserve will not be recognized until that time.
 
As of September 30, 2014, the Company did not have any loss contingencies that were both probable and reasonably estimable and, therefore, has not accrued for any legal contingencies within the consolidated statements of condition.

Financial Instruments
In the normal course of business, the Company is a party to both on-balance sheet 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.

A summary of the contractual and notional amounts of the Company’s financial instruments follows:
 
September 30,
2014
 
December 31,
2013
Lending-Related Instruments:
 

 
 

Loan origination commitments and unadvanced lines of credit:
 

 
 

Home equity
$
309,641

 
$
276,671

Commercial and commercial real estate
52,040

 
26,688

Residential
15,638

 
6,408

Letters of credit
3,762

 
1,789

Other commitments
743

 
437

Derivative Financial Instruments:
 
 
 

Interest rate swaps
43,000

 
43,000

Customer loan swaps
30,607

 
15,702


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


32



Derivative Financial Instruments
The Company uses derivative financial instruments for risk management purposes (primarily interest rate risk) and not for trading or speculative purposes. The Company controls the credit risk of these instruments through collateral, credit approvals and monitoring procedures.
  
Interest Rate Swaps:
The Company’s interest rate swap arrangements contain provisions that require the Company to post cash collateral with the counterparty for contracts that are in a net liability position based on their fair values and the Company’s credit rating. The Company had a notional amount of $43.0 million in variable-for-fixed interest rate swap agreements on its junior subordinated debentures and $8.1 million in cash held as collateral. The terms of the interest rate swap agreements are as follows: 
Notional Amount
 
Fixed-Rate
 
Maturity Date
$
10,000

 
5.09%
 
June 30, 2021
10,000

 
5.84%
 
June 30, 2029
10,000

 
5.71%
 
June 30, 2030
5,000

 
4.35%
 
March 30, 2031
8,000

 
4.14%
 
July 7, 2031

The fair value of the swap agreements on the junior subordinated debentures at September 30, 2014 was a liability of $7.0 million. As each instrument qualifies as a highly effective cash flow hedge, the decrease in the fair value of the interest rate swaps for the nine months ended September 30, 2014 of $2.0 million, net of tax, was recorded in OCI. Net payments have been classified as cash flows from operating activities in the consolidated statements of cash flows. The Company would reclassify unrealized gains or losses accounted for within AOCI into earnings if the interest rate swaps were to become ineffective or the arrangements were to terminate. In the next 12 months, the Company does not believe it will reclassify any related unrealized gains or losses accounted for within AOCI into earnings.

Customer Loan Swaps:
The Company has a notional amount of $15.3 million in interest rate swap agreements with commercial customers and interest rate swap agreements of equal notional amounts with a dealer bank related to the Company’s commercial loan level derivative program. As the swap agreements have substantially equivalent and offsetting terms, they do not materially change the Company’s interest rate risk or have any net impact on the Company's net income.
 
Interest Rate Locks:
As part of originating residential mortgages, the Company may enter into rate lock agreements with customers, which are considered interest rate lock commitments. At September 30, 2014 and December 31, 2013, based upon the pipeline of mortgage loans with rate lock commitments, the fair value of these commitments is immaterial to the Company's consolidated financial statements.


33



NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS
 
In January 2014, the FASB issued ASU No. 2014-01, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The ASU amends current guidance to permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The amendments in this ASU are to be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply such method to those preexisting investments. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The ASU does not have a material effect on the Company's consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-04, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The ASU was issued to clarify that if an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the ASU amendments require interim and annual disclosure of both (i) the amount of foreclosed residential real estate property held by the creditor and (ii) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, with early adoption permitted. The ASU has been adopted using a prospective transition method. The Company has provided for the required disclosures within its consolidated financial statements and the other changes within the ASU do not have a material effect on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU was issued to clarify the principles for recognizing revenue and to develop a common revenue standard. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the potential impact of the ASU on its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The ASU was issued to respond to concerns about current accounting and disclosures for repurchase agreements and similar transactions. The concern was that under current accounting guidance there is an unnecessary distinction between the accounting for different types of repurchase agreements. Under current guidance, the repurchase-to-maturity transactions are accounted for as sales with forward agreements, whereas repurchase agreements that settle before the maturity of the transferred financial asset are accounted for as secured borrowings. The ASU amendments require new disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secure borrowings. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The ASU will not have a material effect on the Company's consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The ASU was issued because current U.S. GAAP does not contain explicit guidance on how to account for share-based payments when a performance target could be achieved after the requisite service period. The ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The ASU will not have a material effect on the Company's consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. The ASU was issued to provide specific guidance on how to classify or measure foreclosed mortgage loans that are government guaranteed. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, and the Company expects to adopt using the prospective transition method. The ASU is not expected to have a material effect on the Company's consolidated financial statements.


34



In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The ASU was issued to provide guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The ASU is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The ASU is not expected to have a material effect on the Company's consolidated financial statements.

35



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, including certain plans, exceptions, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “target,” or “goal” or future or conditional verbs such as “will,” “may,” “might,” “should,” “could” and other expressions which predict or indicate future events or trends and which do not relate to historical matters. Forward-looking statements should not be relied on, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
 
The following factors, among others, could cause the Company’s financial performance to differ materially from the Company’s goals, plans, objectives, intentions, expectations and other forward-looking statements:
 
continued weakness in the United States economy in general and the regional and local economies within the New England region and Maine, which could result in a deterioration of credit quality, an increase in the allowance for loan losses or a reduced demand for the Company’s credit or fee-based products and services;
changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
inflation, interest rate, market, and monetary fluctuations;
competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;
volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, the availability and terms of funding necessary to meet the Company’s liquidity needs, and could lead to impairment in the value of securities in the Company's investment portfolio;
changes in information technology that require increased capital spending;
changes in consumer spending and savings habits;
changes in tax, banking, securities and insurance laws and regulations; and
changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the FASB, and other accounting standard setters.

You should carefully review all of these factors, and be aware that there may be other factors that could cause differences, including the risk factors listed in Part II, Item 1A. “Risk Factors” of this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2013, 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 do not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

  

36



CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. In preparing the Company’s consolidated financial statements, management is required to make significant estimates and assumptions that affect assets, liabilities, revenues and expenses reported. Actual results could materially differ from 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 the allowance for credit losses; accounting for acquisitions and the review of goodwill and other identifiable intangible assets for impairment; valuation of OREO; OTTI of investments; effectiveness of hedging derivatives; and accounting for postretirement plans, stock-based compensation, and income taxes. There have been no material changes to our critical accounting policies as disclosed within our Annual Report on Form 10-K for the year ended December 31, 2013. Refer to the Annual Report on Form 10-K for the year ended December 31, 2013 for discussion of the Company's critical accounting policies.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP

In addition to evaluating the Company’s results of operations in accordance with GAAP, management supplements this evaluation with an analysis of certain non-GAAP financial measures, such as the efficiency ratio, tax equivalent net interest income, return on average tangible shareholders' equity, tangible book value per share, tangible shareholders' equity to tangible assets, and normalized operating results. We believe these non-GAAP financial measures help investors in understanding the Company’s operating performance and trends and allow 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 financial results, nor are they necessarily comparable to non-GAAP financial measures that may be presented by other financial institutions.

Efficiency Ratio. The efficiency ratio, which represents an approximate measure of the cost required for the Company to generate a dollar of revenue, is the ratio of (i) total non-interest expense, excluding Branch Acquisition and Divestiture costs (the numerator) to (ii) net interest income on a fully taxable equivalent basis (assumed 35% tax rate) plus total non-interest income, excluding the net gain on sale of securities (the denominator). 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollars in Thousands)
 
2014
 
2013
 
2014
 
2013
Non-interest expense, as presented
 
$
15,179

 
$
15,199

 
$
46,096

 
$
47,347

Less: Branch Acquisition and Divestiture costs
 

 
47

 

 
279

Non-interest expense, adjusted
 
$
15,179

 
$
15,152

 
$
46,096


$
47,068

Net interest income, as presented
 
$
19,374

 
$
18,707

 
$
57,032

 
$
57,125

Add: effect of tax-exempt income
 
325

 
203

 
836

 
618

Non-interest income, as presented
 
5,949

 
6,475

 
18,138

 
19,187

Less: net gain on sale of securities
 

 
647

 
451

 
785

Net interest income and non-interest income, adjusted
 
$
25,648

 
$
24,738

 
$
75,555

 
$
76,145

Non-GAAP efficiency ratio
 
59.18
%
 
61.25
%
 
61.01
%
 
61.81
%
GAAP efficiency ratio
 
59.94
%
 
60.36
%
 
61.32
%
 
62.04
%
  
Tax Equivalent Net Interest Income. Tax-equivalent net interest income is net interest income plus the taxes that would have been paid had had tax-exempt securities been taxable. This number attempts to enhance the comparability of the performance of assets that have different tax liabilities. The following table provides a reconciliation of tax equivalent net interest income to GAAP net interest income using a 35% tax rate.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollars in Thousands)
 
2014
 
2013
 
2014
 
2013
Net interest income, as presented
 
$
19,374

 
$
18,707

 
$
57,032

 
$
57,125

Add: effect of tax-exempt income
 
325

 
203

 
836

 
618

Net interest income, tax equivalent
 
$
19,699

 
$
18,910

 
$
57,868

 
$
57,743

 

37



Return on Average Tangible Shareholders' Equity. Return on average tangible shareholders' equity is the ratio of (i) net income, adjusted for tax-effected amortization of intangible assets (the numerator) to (ii) average shareholders’ equity, adjusted for average goodwill and other intangibles (the denominator). We believe this is a meaningful measure of our financial performance as it reflects the return on the equity deployed in our business and is a common measure within our industry. The following table reconciles return on average tangible shareholders' equity to return on average shareholders' equity. 
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(Dollars in Thousands)
 
2014
 
2013
 
2014
 
2013
Net income, as presented
 
$
6,451

 
$
6,366

 
$
18,482

 
$
18,359

Add: tax-effected amortization of intangible assets
 
187

 
188

 
560

 
561

Net income, adjusted
 
$
6,638

 
$
6,554

 
$
19,042

 
$
18,920

Average shareholders’ equity
 
$
239,162

 
$
228,909

 
$
234,574

 
$
233,398

Less average goodwill and other intangibles
 
48,596

 
52,572

 
48,879

 
52,861

Average tangible shareholders’ equity
 
$
190,566

 
$
176,337

 
$
185,695

 
$
180,537

Return on average tangible shareholders' equity (annualized)
 
13.82
%
 
14.74
%
 
13.71
%
 
14.01
%
Return on average shareholders' equity (annualized)
 
10.70
%
 
11.03
%
 
10.53
%
 
10.52
%
  
Tangible Book Value per Share.  Tangible book value per share is the ratio of (i) shareholders’ equity less goodwill and other intangibles (the numerator) to (ii) total common shares outstanding at period end (the denominator). We believe this is a meaningful measure as it provides information to assess capital adequacy and is a common measure within our industry. The following table reconciles tangible book value per share to book value per share.
(Dollars In Thousands, Except per Share Data)
 
September 30, 2014
 
December 31, 
2013
Shareholders’ equity
 
$
239,912

 
$
231,096

Less: goodwill and other intangibles
 
48,458

 
49,319

Tangible shareholders’ equity
 
$
191,454

 
$
181,777

Shares outstanding at period end
 
7,421,595

 
7,579,913

Tangible book value per share
 
$
25.80

 
$
23.98

Book value per share
 
$
32.33

 
$
30.49


Tangible Shareholders' Equity to Tangible Assets. Tangible shareholders' equity to tangible assets is the ratio of (i) shareholders' equity less goodwill and other intangibles (the numerator) to (ii) total assets less goodwill and other intangibles (the denominator). This ratio is a measure used within our industry to assess whether or not a company is highly leveraged. The following table provides a reconciliation between tangible shareholders' equity to tangible assets and shareholders' equity to assets.
(Dollars In Thousands)
 
September 30, 2014
 
December 31,
2013
Shareholders' equity, as presented
 
$
239,912

 
$
231,096

Less: goodwill and other intangibles
 
48,458

 
49,319

Tangible equity
 
$
191,454

 
$
181,777

Total assets
 
$
2,741,989

 
$
2,603,829

Less: goodwill and other intangibles
 
48,458

 
49,319

Tangible assets
 
$
2,693,531

 
$
2,554,510

Tangible equity to tangible assets
 
7.11
%
 
7.12
%
Equity to assets
 
8.75
%
 
8.88
%

38



Normalized Operating Results, as adjusted. In the fourth quarter of 2013, the Company divested its five Franklin County branches and, as a result, these branches are not included within the Company's financial results for the three or nine months ended September 30, 2014. The following table reconciles the Company's three and nine months ended September 30, 2013 GAAP (as reported) operating results to the Company's normalized three and nine months ended September 30, 2013 operating results (excluding the divested branches operating results). The Company utilizes such analysis when comparing its three and nine months ended September 30, 2014 operating results to the same period in 2013 as it believes it provides a more meaningful representation of current year performance.
 
 
For The Three Months Ended
 
 
September 30, 2013
(In Thousands, Except Per Share Data)
 
GAAP,
as reported
 
Franklin County
Operating Results
 
Normalized Operating
Results, as adjusted
Net interest income
 
$
18,707

 
$
421

 
$
18,286

Provision for credit losses
 
665

 
14

 
651

Non-interest income
 
6,475

 
176

 
6,299

Non-interest expense
 
15,199

 
349

 
14,850

Income before income taxes
 
9,318

 
234

 
9,084

Income taxes
 
2,952

 
82

 
2,870

Net income
 
$
6,366

 
$
152

 
$
6,214

Diluted EPS
 
$
0.83

 
$
0.02

 
$
0.81


 
 
For The Nine Months Ended
 
 
September 30, 2013
(In Thousands, Except Per Share Data)
 
GAAP,
as reported
 
Franklin County
Operating Results
 
Normalized Operating
Results, as adjusted
Net interest income
 
$
57,125

 
$
1,273

 
$
55,852

Provision for credit losses
 
2,034

 
47

 
1,987

Non-interest income
 
19,187

 
552

 
18,635

Non-interest expense
 
47,347

 
1,125

 
46,222

Income before income taxes
 
26,931

 
653

 
26,278

Income taxes
 
8,572

 
229

 
8,343

Net income
 
$
18,359

 
$
424

 
$
17,935

Diluted EPS
 
$
2.39

 
$
0.06

 
$
2.33



39



EXECUTIVE OVERVIEW
 
Net income and diluted EPS for the three months ended September 30, 2014 was $6.5 million and $0.86 per share, respectively, reflecting an increase in net income of $85,000 and an increase in diluted EPS of $0.03 per share over the three months ended September 30, 2013. Net income and diluted EPS for the nine months ended September 30, 2014 was $18.5 million and $2.46 per share, respectively, reflecting an increase in net income of $123,000 and an increase in diluted EPS of $0.07 per share over the nine months ended September 30, 2013.

In the fourth quarter of 2013, the Company divested its five Franklin County branches. Net income for the three and nine months ended September 30, 2014 compared to adjusted1 net income for the three and nine months ended September 30, 2013 increased $237,000 and $547,000, respectively. Diluted EPS for the three and nine months ended September 30, 2014 compared to normalized diluted EPS for the three and nine months ended September 30, 2013 increased $0.05 and $0.13 per share, respectively.

Total assets at September 30, 2014 were $2.7 billion, representing a $138.2 million, or 5%, increase since year-end. The growth in total assets was fueled by loan growth of $145.8 million. Loan growth continues to be centered within the commercial real estate and commercial portfolios, evidenced by total growth in those portfolios of $138.8 million, or 19%, since year-end. The retail portfolio has seen modest growth of $7.0 million, or 1%, since year-end.

Total liabilities at September 30, 2014 were $2.5 billion, representing a $129.3 million, or 5%, increase since year-end. The increase is reflective of the cyclical nature of deposits within the Company's market, as well as the use of brokered deposits and borrowings to fund strong loan growth. Core deposits (demand, interest checking, savings, and money market) increased $56.4 million since year-end, and brokered deposits and borrowings increased $79.6 million and $11.1 million, respectively, since year-end.

Asset quality improved meaningfully at September 30, 2014 compared to December 31, 2013 with a 19% reduction in non-performing assets to $24.8 million. Non-performing assets as a percentage of total assets of 0.90% now stand at the lowest level since 2009.

Shareholders' equity at September 30, 2014 was $239.9 million, representing an increase of $8.8 million, or 4%, since December 31, 2013. The primary factors attributable to the increase are:
Net income of $18.5 million for the nine months ended September 30, 2014.
A net increase in AOCI of $2.9 million for the nine months ended September 30, 2014, primarily due to the decrease in interest rates since year-end leading to an increase in the fair value of our AFS investments and a decrease in the fair value of our interest rate swap hedges.
Partially offset by:
Repurchases of 181,355 shares of the Company's common stock totaling $7.2 million.
Dividends declared of $0.81 per share, totaling $6.0 million.


















40



RESULTS OF OPERATIONS
 
Net Interest Income
Net interest income is the interest earned on loans, securities, and other earning assets, plus loan fees, less the interest paid on interest-bearing deposits and borrowings. Net interest income, which is our largest source of revenue and accounts for approximately 76% of total revenues (net interest income and non-interest income), is affected by factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies and competitive conditions, the volume and mix of interest-earning assets and liabilities, and the level of non-performing assets.

Net Interest Income - Three Months Ended September 30, 2014 and 2013. Net interest income earned for the third quarter of 2014 was $19.4 million, representing an increase of $667,000, or 4%, compared to the same period in 2013. The increase is attributable to our strong loan growth over the past year, highlighted by an increase in average loans of 8% for the three months ended September 30, 2014 to $1.7 billion compared to the same period in 2013. We experienced a decline in our NIM of 3 basis points to 3.10% for the three months ended September 30, 2014 compared to the same period in 2013, which is reflective of a decreasing yield as new loans and investments repriced at current market interest rates.

Net interest income for the three months ended September 30, 2014 compared to normalized net interest income for the same period in 2013 increased $1.1 million, or 6%.

Other key data points pertaining to net interest income for the three months ended September 30, 2014 compared to the same period in 2013 include:
Our yield on interest-earnings assets for the three months ended September 30, 2014 decreased 7 basis points to 3.58% compared to the same period in 2013. The decrease is due to the recording of new loans at historic low interest rates, while existing loans with higher rates continue to reprice to today's lower interest rates.
Our cost of funds for the three months ended September 30, 2014 decreased 5 basis points to 0.49% compared to the same period in 2013.

The following table presents average balances, interest income, interest expense, and the corresponding average yields earned and cost of funds, as well as net interest income, net interest rate spread and NIM for the three months ended September 30, 2014 and 2013:





























41



Quarterly Average Balance, Interest and Yield/Rate Analysis (unaudited)
 
 
At or for the Three Months Ended
 
At or for the Three Months Ended
 
 
September 30, 2014
 
September 30, 2013
(Dollars In Thousands)
 
Average Balance
 
Interest
 
Yield/Rate
 
Average Balance
 
Interest
 
Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Securities - taxable
 
$
755,114

 
$
3,986

 
2.11
%
 
$
765,635

 
$
4,126

 
2.16
%
Securities - nontaxable(1)
 
38,884

 
491

 
5.05
%
 
30,481

 
450

 
5.91
%
Trading account assets
 
2,406

 
5

 
0.79
%
 
2,291

 
2

 
0.43
%
Loans(2):
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
 
570,737

 
6,030

 
4.23
%
 
568,099

 
6,043

 
4.25
%
Commercial real estate
 
614,128

 
6,982

 
4.45
%
 
522,932

 
6,256

 
4.68
%
Commercial(1)
 
229,079

 
2,257

 
3.85
%
 
171,350

 
1,870

 
4.27
%
Municipal(1)
 
17,812

 
138

 
3.08
%
 
12,850

 
132

 
4.08
%
Consumer
 
290,760

 
2,858

 
3.90
%
 
322,912

 
3,215

 
3.95
%
Total loans 
 
1,722,516

 
18,265

 
4.19
%
 
1,598,143

 
17,516

 
4.33
%
Total interest-earning assets
 
2,518,920

 
22,747

 
3.58
%
 
2,396,550

 
22,094

 
3.65
%
Cash and due from banks
 
47,893

 
 
 
 
 
44,307

 
 
 
 
Other assets
 
169,233

 
 
 
 
 
168,792

 
 
 
 
Less: ALL
 
(21,829
)
 
 
 
 
 
(23,041
)
 
 
 
 
Total assets
 
$
2,714,217

 
 
 
 
 
$
2,586,608

 
 
 
 
Liabilities & Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
Demand
 
$
268,291

 
$

 

 
$
257,987

 
$

 

Interest checking
 
456,072

 
79

 
0.07
%
 
486,834

 
86

 
0.07
%
Savings
 
250,900

 
36

 
0.06
%
 
243,583

 
35

 
0.06
%
Money market
 
406,084

 
295

 
0.29
%
 
438,831

 
326

 
0.29
%
Certificates of deposit
 
325,144

 
759

 
0.93
%
 
386,052

 
982

 
1.01
%
Total deposits
 
1,706,491

 
1,169

 
0.27
%
 
1,813,287

 
1,429

 
0.31
%
Borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
Brokered deposits
 
188,420

 
393

 
0.83
%
 
105,625

 
351

 
1.32
%
Junior subordinated debentures
 
43,986

 
638

 
5.75
%
 
43,884

 
637

 
5.76
%
Other borrowings
 
506,268

 
848

 
0.66
%
 
367,240

 
767

 
0.83
%
Total borrowings
 
738,674

 
1,879

 
1.01
%
 
516,749

 
1,755

 
1.35
%
Total funding liabilities
 
2,445,165

 
3,048

 
0.49
%
 
2,330,036

 
3,184

 
0.54
%
Other liabilities
 
29,890

 
 
 
 
 
27,663

 
 
 
 
Shareholders' equity
 
239,162

 
 
 
 
 
228,909

 
 
 
 
Total liabilities & shareholders' equity
 
$
2,714,217

 
 
 
 
 
$
2,586,608

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (fully-taxable equivalent)
 
 
 
19,699

 
 
 
 
 
18,910

 
 
Less:  fully-taxable equivalent adjustment
 
 
 
(325
)
 
 
 
 
 
(203
)
 
 
Net interest income
 
 
 
$
19,374

 
 
 
 
 
$
18,707

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest rate spread (fully-taxable equivalent)
 
 
 
 
 
3.09
%
 
 
 
 
 
3.11
%
Net interest margin (fully-taxable equivalent)
 
 
 
 
 
3.10
%
 
 
 
 
 
3.13
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Reported on tax-equivalent basis calculated using a tax rate of 35.0%, including certain commercial loans.
(2)  Non-accrual loans and loans held for sale are included in total average loans.
 

42




Net Interest Income - Nine Months September 30, 2014 and 2013. Net interest income for the nine months ended September 30, 2014 was $57.0 million, representing a slight decrease of $93,000 compared to the same period in 2013. The decrease was due to (i) the Branch Divestiture, which contributed $1.3 million to net interest income for the nine months ended September 30, 2013, and (ii) NIM compression of 11 basis points to 3.10% for the nine months ended September 30, 2014 compared to the same period last year. The decrease due to rate and the Branch Divestiture was largely offset by strong loan production as average loans increased $77.4 million, or 5%, compared to the same period last year. Loan growth was fueled by our commercial and commercial real estate portfolios with average loan balances increasing $103.1 million, or 15%, over the same period in 2013.

Net interest income for the nine months ended September 30, 2014 compared to adjusted1 net interest income for the same period last year increased $1.2 million, or 2%.

Other key data points pertaining to net interest income for the nine months ended September 30, 2014 compared to the same period in 2013 include:
Our yield on interest-earnings assets for the nine months ended September 30, 2014 decreased 16 basis points to 3.59% compared to the same period in 2013. The decrease is due to the recording of new loans at historic low interest rates, while existing loans with higher rates continue reprice to today's lower interest rates.
Our cost of funds for the nine months ended September 30, 2014 decreased 6 basis points to 0.50% compared to the same period in 2013.

The following table presents average balances, interest income, interest expense, and the corresponding average yields earned and cost of funds, as well as net interest income, net interest rate spread and NIM for the nine months ended September 30, 2014 and 2013:



43



Year-To-Date Average Balance, Interest and Yield/Rate Analysis (unaudited)
 
 
At or for the Nine Months Ended
 
At or for the Nine Months Ended
 
 
September 30, 2014
 
September 30, 2013
(Dollars In Thousands)
 
Average Balance
 
Interest
 
Yield/Rate
 
Average Balance
 
Interest
 
Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Securities - taxable
 
$
775,440

 
$
12,516

 
2.15
%
 
$
770,166

 
$
12,571

 
2.18
%
Securities - nontaxable(1)
 
36,349

 
1,426

 
5.23
%
 
30,983

 
1,367

 
5.88
%
Trading account assets
 
2,400

 
12

 
0.66
%
 
2,258

 
14

 
0.83
%
Loans(2):
 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
 
568,347

 
18,011

 
4.23
%
 
572,032

 
19,214

 
4.48
%
Commercial real estate
 
586,514

 
20,080

 
4.51
%
 
512,686

 
18,558

 
4.77
%
Commercial(1)
 
204,811

 
6,093

 
3.92
%
 
175,572

 
5,805

 
4.36
%
Municipal(1)
 
14,504

 
379

 
3.49
%
 
12,464

 
400

 
4.29
%
Consumer
 
289,468

 
8,423

 
3.89
%
 
313,489

 
9,487

 
4.05
%
Total loans 
 
1,663,644

 
52,986

 
4.23
%
 
1,586,243

 
53,464

 
4.47
%
Total interest-earning assets
 
2,477,833

 
66,940

 
3.59
%
 
2,389,650

 
67,416

 
3.75
%
Cash and due from banks
 
43,942

 
 
 
 
 
44,268

 
 
 
 
Other assets
 
166,869

 
 
 
 
 
167,284

 
 
 
 
Less: ALL
 
(21,776
)
 
 
 
 
 
(23,233
)
 
 
 
 
Total assets
 
$
2,666,868

 
 
 
 
 
$
2,577,969

 
 
 
 
Liabilities & Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
 
Demand
 
$
241,255

 
$

 

 
$
234,844

 
$

 

Interest checking
 
461,040

 
237

 
0.07
%
 
480,495

 
244

 
0.07
%
Savings
 
246,822

 
104

 
0.06
%
 
236,712

 
99

 
0.06
%
Money market
 
417,069

 
915

 
0.29
%
 
446,852

 
1,037

 
0.31
%
Certificates of deposit
 
331,966

 
2,336

 
0.94
%
 
400,211

 
2,981

 
1.00
%
Total deposits
 
1,698,152

 
3,592

 
0.28
%
 
1,799,114

 
4,361

 
0.32
%
Borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
Brokered deposits
 
145,798

 
1,086

 
1.00
%
 
118,210

 
1,066

 
1.21
%
Junior subordinated debentures
 
43,961

 
1,894

 
5.76
%
 
43,858

 
1,894

 
5.77
%
Other borrowings
 
515,383

 
2,500

 
0.65
%
 
351,387

 
2,352

 
0.89
%
Total borrowings
 
705,142

 
5,480

 
1.04
%
 
513,455

 
5,312

 
1.38
%
Total funding liabilities
 
2,403,294

 
9,072

 
0.50
%
 
2,312,569

 
9,673

 
0.56
%
Other liabilities
 
29,000

 
 
 
 
 
32,002

 
 
 
 
Shareholders' equity
 
234,574

 
 
 
 
 
233,398

 
 
 
 
Total liabilities & shareholders' equity
 
$
2,666,868

 
 
 
 
 
$
2,577,969

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income (fully-taxable equivalent)
 
 
 
57,868

 
 
 
 
 
57,743

 
 
Less:  fully-taxable equivalent adjustment
 
 
 
(836
)
 
 
 
 
 
(618
)
 
 
Net interest income
 
 
 
$
57,032

 
 
 
 
 
$
57,125

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest rate spread (fully-taxable equivalent)
 
 
 
 
 
3.09
%
 
 
 
 
 
3.19
%
Net interest margin (fully-taxable equivalent)
 
 
 
 
 
3.10
%
 
 
 
 
 
3.21
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Reported on tax-equivalent basis calculated using a tax rate of 35.0%, including certain commercial loans.
(2)  Non-accrual loans and loans held for sale are included in total average loans.
 

44



Provision and Allowance for Loan Losses
The provision for loan losses is a recorded expense determined by management that adjusts the ALL to a level that, in management’s best estimate, is necessary to absorb probable losses within the existing loan portfolio. The provision for loan losses reflects loan quality trends, including, among other factors, the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans, net charge-offs or recoveries and growth in the loan portfolio. Accordingly, the amount of the provision reflects both the necessary increases in the ALL related to newly identified criticized loans, as well as the actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools. The provision for credit losses for the three months ended September 30, 2014 and 2013 was $539,000 and $665,000, respectively. The provision for credit losses for the nine months ended September 30, 2014 and 2013 was $1.7 million and $2.0 million, respectively. Please see “—Financial Condition—Asset Quality” below for additional discussion regarding the ALL and overall asset quality.

Non-Interest Income
The following table presents the components of non-interest income for the three and nine months ended September 30, 2014 and 2013:
 
 
Three Months Ended 
 September 30,
 
Change
 
Nine Months Ended 
 September 30,
 
Change
(Dollars in thousands)
 
2014
 
2013
 
$
 
%
 
2014
 
2013
 
$
 
%
Service charges on deposit accounts
 
$
1,600

 
$
1,750

 
$
(150
)
 
(9
)%
 
$
4,689

 
$
5,189

 
$
(500
)
 
(10
)%
Other service charges and fees
 
1,646

 
1,568

 
78

 
5
 %
 
4,584

 
4,510

 
74

 
2
 %
Income from fiduciary services
 
1,212

 
1,149

 
63

 
5
 %
 
3,745

 
3,567

 
178

 
5
 %
Brokerage and insurance commissions
 
441

 
354

 
87

 
25
 %
 
1,378

 
1,175

 
203

 
17
 %
Bank-owned life insurance
 
377

 
334

 
43

 
13
 %
 
975

 
986

 
(11
)
 
(1
)%
Net gain on sale of securities
 

 
647

 
(647
)
 
N/M

 
451

 
785

 
(334
)
 
(43
)%
Mortgage banking income, net
 
55

 
93

 
(38
)
 
(41
)%
 
197

 
1,251

 
(1,054
)
 
(84
)%
Other income
 
618

 
580

 
38

 
7
 %
 
2,119

 
1,724

 
395

 
23
 %
Total non-interest income
 
$
5,949

 
$
6,475

 
$
(526
)
 
(8
)%
 
$
18,138

 
$
19,187

 
$
(1,049
)
 
(5
)%
Non-interest income as a percentage of total revenues(1)
 
23
%
 
26
%
 
 
 
 
 
24
%
 
25
%
 
 
 
 
(1) Revenue is defined as net interest income plus non-interest income.
Non-Interest Income - Three Months Ended September 30, 2014 and 2013. Non-interest income for the three months ended September 30, 2014 was $5.9 million, representing a decrease of $526,000, or 8%, compared to the three months ended September 30, 2013. The significant changes in non-interest income for the third quarter of 2014 compared to the third quarter of 2013 include:
A decrease in net gain on sale of securities of $647,000 as there were no securities sales during the third quarter of 2014.
A decrease in service charges on deposit accounts of $150,000 primarily driven by the Branch Divestiture in 2013, which accounted for $114,000 of the decrease.

Non-Interest Income - Nine Months Ended September 30, 2014 and 2013. Non-interest income for the nine months ended September 30, 2014 was $18.1 million, representing a decrease of $1.0 million, or 5%, compared to the nine months ended September 30, 2013. Non-interest income for the nine months ended September 30, 2014 of $18.1 million decreased $497,000, or 3%, compared to adjusted1 non-interest income for the same period of 2013. The significant changes in non-interest income for the nine months ended September 30, 2014 compared to the same period for 2013 include:
A decrease in mortgage banking income of $1.1 million as loan sales decreased from $28.2 million for the nine months ended September 30, 2013 to $399,000 for the nine months ended September 30, 2014. The decrease in loan sales is due to the subdued residential mortgage market after last year's robust refinancing boom due to the historically low-rate interest rate environment. As interest rates increased during the second half of 2013, the volume of refinancing activity slowed considerably and we are currently holding fixed-rate residential mortgage loans within our portfolio.
A decrease in service charges on deposit accounts of $500,000 primarily driven by the Branch Divestiture in 2013, which accounted for $346,000 of the decrease.
A decrease in net gain on sale of securities of $334,000.

45



Partially offset by:
An increase in other income of $395,000 primarily due to recognition of $196,000 of derivative fee income on a $7.6 million commercial loan swap in the second quarter of 2014. The remaining increase was largely attributable to an increase in servicing fees and other recurring activities.
An increase in fiduciary, brokerage and insurance commission income totaling $381,000 due to improved markets, and referrals and new relationship development efforts resulted in new accounts.

Non-Interest Expense
The following table presents the components of non-interest expense for the three and nine months ended September 30, 2014 and 2013:
 
 
Three Months Ended 
 September 30,
 
Change
 
Nine Months Ended 
 September 30,
 
Change
(Dollars in thousands)
 
2014
 
2013
 
$
 
%
 
2014
 
2013
 
$
 
%
Salaries and employee benefits
 
$
8,078

 
$
8,115

 
$
(37
)
 
 %
 
$
24,359

 
$
24,437

 
$
(78
)
 
 %
Furniture, equipment and data processing
 
1,704

 
1,668

 
36

 
2
 %
 
5,236

 
5,203

 
33

 
1
 %
Net occupancy costs
 
1,175

 
1,242

 
(67
)
 
(5
)%
 
3,825

 
4,201

 
(376
)
 
(9
)%
Consulting and professional fees
 
468

 
504

 
(36
)
 
(7
)%
 
1,768

 
1,636

 
132

 
8
 %
Other real estate owned and collection costs
 
637

 
489

 
148

 
30
 %
 
1,665

 
1,355

 
310

 
23
 %
Regulatory assessments
 
511

 
496

 
15

 
3
 %
 
1,477

 
1,495

 
(18
)
 
(1
)%
Amortization of intangible assets
 
287

 
289

 
(2
)
 
(1
)%
 
861

 
863

 
(2
)
 
 %
Branch Acquisition and Divestiture costs
 

 
47

 
(47
)
 
N/M

 

 
279

 
(279
)
 
N/M

Other expenses
 
2,319

 
2,349

 
(30
)
 
(1
)%
 
6,905

 
7,878

 
(973
)
 
(12
)%
Total non-interest expense
 
$
15,179

 
$
15,199

 
$
(20
)
 
 %
 
$
46,096

 
$
47,347

 
$
(1,251
)
 
(3
)%
Efficiency ratio (non-GAAP)
 
59.18
%
 
61.25
%
 
 
 
 
 
61.01
%
 
61.81
%
 
 
 
 
 
Non-Interest Expense - Three Months Ended September 30, 2014 and 2013. Non-interest expense for the three months ended September 30, 2014 was $15.2 million, representing a decrease of $20,000 compared to the three months ended September 30, 2013. The decrease in non-interest expense was due to the Branch Divestiture in the fourth quarter of 2013 as $349,000 of expenses were incurred by these five branches during the third quarter of 2013, partially offset by an increase in OREO and collection costs of $148,000 due to OREO write downs and a net loss on sale of OREO properties during the third quarter of 2014.

Non-Interest Expense - Nine Months Ended September 30, 2014 and 2013. Non-interest expense for the nine months ended September 30, 2014 was $46.1 million, representing a decrease of $1.3 million, or 3%, compared to the nine months ended September 30, 2013. Non-interest expense for the nine months ended September 30, 2014 of $46.1 million decreased $126,000 compared to adjusted1 non-interest expense for the same period of 2013. The significant changes in non-interest expense for the nine months ended September 30, 2014, compared to the same period for 2013 include: 
A decrease in other expenses of $973,000 primarily due to (i) a one-time write-down of a receivable of $348,000 in 2013; (ii) the reduction in operating expenses of $237,000 associated with the Branch Divestiture in 2013; and (iii) a decrease in non-routine operating costs associated with the Branch Acquisition that did not recur in 2014.
A decrease in net occupancy costs of $376,000 due to a reduction in branch occupancy costs of $171,000 related to the Branch Divestiture in 2013 and a decrease in general maintenance and utility costs.
A decrease in non-recurring Branch Acquisition and Divestiture costs of $279,000 in 2013.
Partially offset by:
An increase in consulting and professional fees of $132,000 primarily due to director compensation in the form of common stock in 2014 totaling $106,000.
An increase in OREO and collection costs of $310,000 primarily due to net recoveries of servicing claims totaling $199,000 that occurred in the nine months ended September 30, 2013 that did not recur in the same period of 2014. Additionally, foreclosure and collection-related costs for the nine months ended September 30, 2014 increased $111,000 compared to the same period in 2013 as foreclosure proceedings picked-up in the fourth quarter of 2013 and carried forward through the first half of 2014.

46



FINANCIAL CONDITION
 
Overview
Total assets at September 30, 2014 were $2.7 billion, an increase of $138.2 million, or 5%, from December 31, 2013. The growth in total assets was primarily due to an increase in total loans of $145.8 million, a 12% annualized growth rate since year-end. Total liabilities at September 30, 2014 were $2.5 billion, an increase of $129.3 million, or 5%, since year-end. Total shareholders’ equity at September 30, 2014 was $239.9 million, an increase of $8.8 million, or 4%, since year-end.

Investment Securities
We purchase and hold investment securities including (i) U.S. government-sponsored enterprise bonds, (ii) obligations of states and political subdivisions, (iii) mortgage-backed securities (pass-through securities and CMOs), and (iv) FHLBB and FRB stock to diversify our revenues, to provide interest rate and credit risk diversification, and to provide for liquidity and funding needs. At September 30, 2014, our total holdings in investment securities were $803.7 million, a decrease of $24.5 million since December 31, 2013. Our investments balance has decreased since year-end as we have utilized excess cash flows received from investment securities to fund loan growth. For the nine months ended September 30, 2014, we purchased $74.1 million of debt securities and received proceeds from the maturity and sale of debt securities totaling $105.8 million. In connection with securities sold, we recognized gains totaling $451,000.

Of the debt securities purchased during the first nine months of 2014, we classified $11.6 million of the municipal bonds purchased as HTM securities and, as such, carry these at an amortized cost of $11.5 million as of September 30, 2014. We have the positive intent and ability, evidenced by our strong capital and liquidity ratios, to hold these investments to maturity. The remaining $62.5 million of debt securities purchased were categorized as AFS securities and are carried at fair value on the consolidated statements of condition with the associated unrealized gains or losses recorded in AOCI, net of tax. At September 30, 2014, we had $3.2 million of net unrealized losses on AFS securities, net of tax, compared to $8.0 million of net unrealized losses, net of tax, at December 31, 2013. The fair value of our AFS portfolio at September 30, 2014 improved since December 31, 2013 as long-term interest rates decreased. We continue to have the intent and ability to hold these securities until recovery.

Within our AFS portfolio, we held senior tranches of Non-Agency securities, which were rated Triple-A by Moody’s, Standard and Poor’s, and/or Fitch at the time of purchase. Since the time of purchase, the credit ratings for many of these Non-Agency securities were downgraded due to overall credit deterioration and, as of September 30, 2014, five of the seven Non-Agency investments owned are rated non-investment grade. At September 30, 2014, our Non-Agency securities had a total fair value of $6.3 million and had net unrealized gains of $12,000. We continue to evaluate and analyze our Non-Agency securities regularly for indications of potential credit deterioration, and, as of September 30, 2014, we estimate that the expected future credit losses is less than the OTTI previously recorded based on past estimates of credit losses. As such, we have concluded that no additional OTTI specific to credit losses is necessary to be recorded on our Non-Agency investment securities as of September 30, 2014.

Our process and methodology for analyzing the Non-Agency securities for OTTI has not significantly changed since last disclosed within our Annual Report on Form 10-K for the year ended December 31, 2013. Refer to the Annual Report on Form 10-K for the year ended December 31, 2013 for further discussion of the Company's process and methodology.
 
FHLBB Stock
We are required to maintain a level of investment in FHLBB stock based on the level of our FHLBB advances. As of September 30, 2014 and December 31, 2013, our investment in FHLBB stock totaled $19.5 million and $18.8 million, respectively. In 2014, the Company purchased $706,000 of additional FHLBB stock to support our current levels of FHLBB advances. No market exists for shares of the FHLBB. FHLBB stock may be redeemed at par value five years following termination of FHLBB membership, subject to limitations or restrictions that may be imposed by the FHLBB or its regulator, the Federal Housing Finance Agency, to maintain capital adequacy of the FHLBB. While we currently have no intention to terminate our FHLBB membership, the ability to redeem our investment in FHLBB stock would be subject to the conditions imposed by the FHLBB.

Loans
We provide loans primarily to customers located within our geographic market area. At September 30, 2014, total loans of $1.7 billion increased $145.8 million, representing a 12% annualized growth rate since December 31, 2013. Loan growth continues to be centered within our commercial real estate and commercial portfolios evidenced by total growth of $138.8 million, or 19%, since year-end. The retail portfolio has seen modest growth of $7.0 million, or 1%, since year-end. The retail portfolio increased $8.3 million in the third quarter of 2014 as residential mortgage activity picked-up. The Company continues to hold its 30-year fixed rates mortgages within its portfolio as production levels continue to rebound. 

47



Asset Quality
Non-Performing Assets.  Non-performing assets include non-accrual loans, accruing loans 90 days or more past due, renegotiated loans, and property acquired through foreclosure or repossession.
 
The following table sets forth the amount of our non-performing assets as of the dates indicated: 
(Dollars in Thousands)
 
September 30,
 2014
 
December 31, 2013
Non-accrual loans:
 
 

 
 

Residential real estate
 
$
7,098

 
$
10,520

Commercial real estate
 
5,707

 
7,799

Commercial
 
3,051

 
2,146

Consumer and home equity loans
 
2,169

 
2,012

Total non-accrual loans
 
18,025

 
22,477

Accruing loans past due 90 days
 

 
455

Accruing renegotiated loans not included above
 
5,198

 
5,468

Total non-performing loans
 
23,223

 
28,400

Other real estate owned
 
1,566

 
2,195

Total non-performing assets
 
$
24,789

 
$
30,595

Non-performing loans to total loans
 
1.35
%
 
1.80
%
Allowance for credit losses to non-performing loans
 
93.04
%
 
76.09
%
Non-performing assets to total assets
 
0.90
%
 
1.18
%
Allowance for credit losses to non-performing assets
 
87.16
%
 
70.63
%
 
Potential Problem Loans.  Potential problem loans consist of classified accruing commercial and commercial real estate loans that were between 30 and 89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in a loss. These loans are not included in the above analysis of non-accrual loans. At September 30, 2014, potential problem loans amounted to approximately $3.0 million as compared to $2.3 million at December 31, 2013. The increase was largely attributable to a loan relationship totaling $2.7 million reported as 30-89 days past due in the third quarter of 2014. In October 2014, this relationship was placed on non-performing status when certain conditions were not met by the borrower.

Past Due Loans.  Past due loans consist of accruing loans that were between 30 and 89 days past due. The following table sets forth information concerning the past due loans at the date indicated:
(Dollars in Thousands)
 
September 30,
 2014
 
December 31, 2013
Loans 30-89 days past due:
 
 

 
 

Residential real estate
 
$
880

 
$
1,551

Commercial real estate
 
1,675

 
2,595

Commercial
 
2,027

 
313

Consumer and home equity loans
 
2,015

 
1,571

Total loans 30-89 days past due
 
$
6,597

 
$
6,030

Loans 30-89 days past due to total loans
 
0.38
%
 
0.38
%
 

48



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

The following table sets forth information concerning the activity in our ALL during the periods indicated. 
 
 
At or For The
Nine Months Ended
September 30,
 
At or For The
Twelve Months Ended
December 31,
(Dollars in Thousands)
 
2014
 
2013
 
2013
ALL at the beginning of the period
 
$
21,590

 
$
23,044

 
$
23,044

Provision for loan losses
 
1,675

 
2,051

 
2,052

Charge-offs:
 
 
 
 
 
 
Residential real estate loans
 
370

 
687

 
1,059

Commercial real estate
 
276

 
762

 
952

Commercial loans
 
1,201

 
823

 
1,426

Consumer and home equity loans
 
371

 
598

 
837

Total loan charge-offs
 
2,218

 
2,870

 
4,274

Recoveries:
 
 
 
 
 
 
Residential real estate loans
 
136

 
5

 
35

Commercial real estate loans
 
67

 
106

 
121

Commercial loans
 
286

 
275

 
495

Consumer and home equity loans
 
49

 
50

 
117

Total loan recoveries
 
538

 
436

 
768

Net charge-offs
 
1,680

 
2,434

 
3,506

ALL at the end of the period
 
$
21,585

 
$
22,661

 
$
21,590

Components of allowance for credit losses:
 
 
 
 
 
 
Allowance for loan losses
 
$
21,585

 
$
22,661

 
$
21,590

Liability for unfunded credit commitments
 
21

 
28

 
21

Balance of allowance for credit losses at end of the period
 
$
21,606

 
$
22,689

 
$
21,611

Average loans
 
$
1,663,643

 
$
1,586,243

 
$
1,580,859

Net charge-offs (annualized) to average loans
 
0.13
%
 
0.20
%
 
0.22
%
Provision for credit losses (annualized) to average loans
 
0.08
%
 
0.17
%
 
0.13
%
ALL to total loans
 
1.25
%
 
1.43
%
 
1.37
%
Allowance for credit losses to net charge-offs (annualized)
 
964.03
%
 
699.11
%
 
616.57
%
ALL to non-performing loans
 
93.04
%
 
74.42
%
 
76.09
%
 
The determination of an appropriate level of ALL, and subsequent provision for loan losses which affects earnings, is based on our analysis of various economic factors and review of the loan portfolio. During our analysis and review, many factors are considered including, but not limited to, loan growth, payoffs of lower quality loans, recoveries on previously charged-off loans, improvement in the financial condition of the borrowers, risk rating downgrades/upgrades and charge-offs. We utilize a comprehensive approach toward determining the ALL, which includes an expanded risk rating system to assist us in identifying the risks being undertaken. For the nine months ended September 30, 2014, we provided $1.7 million of expense to the ALL compared to $2.1 million for the same period of 2013. The decrease in the provision for loan losses was primarily attributable to improvement in the general economic condition of our borrowers supported by a decrease in annualized net charge-offs of 7 basis points for the nine months ended September 30, 2014 compared to the same period in 2013. Furthermore, we have seen improvement in our asset quality metrics due to the aforementioned general economic improvement of our borrowers, as well as due to the strong loan growth throughout 2014 for which less of an ALL needs to be provided for, but also due to the resolution of foreclosure properties throughout 2014. In combination, non-performing loans to total loans decreased 45 basis points to 1.35% and non-performing assets to total assets decreased 28 basis points to 0.90% since year-end.


49



Overall, Maine's economic recovery continues to be slow but modest improvements in the unemployment rate and real estate values have occurred throughout 2014. Consumer pressures are expected to continue until sustainable growth in employment and personal incomes throughout Maine rebound. Economic forecasts for Maine continue to push the state’s recovery out to 2016 and 2017, lagging the national recovery by one to two years. As updated financial statements are analyzed, indications are of slightly improved general financial condition among commercial borrowers. Auction activity on foreclosed properties continues to be a focus, resulting in more sales than transfers into OREO and contributing to a decrease in non-performing loans of $5.2 million since year-end. We believe the ALL of $21.6 million, or 1.25% of total loans and 93.04% of total non-performing loans at September 30, 2014, was appropriate given the current economic conditions in our service area and the condition of the loan portfolio. If conditions deteriorate, however, the provision will likely be increased. The ALL was 1.37% and 1.43% of total loans outstanding and 76.09% and 74.42% of total non-performing loans at December 31, 2013 and September 30, 2013, respectively.

Liabilities and Shareholders’ Equity
Total liabilities increased $129.3 million, or 5%, since year-end to $2.5 billion at September 30, 2014. The increase is reflective of the cyclical nature of deposits within the Company's market, as well as the use of brokered deposits and borrowings to fund strong loan growth. Total deposits, including brokered deposits, increased $114.7 million, or 6%, since year-end. Core deposits (demand, interest checking, savings, and money market) increased $56.4 million since year-end, while brokered deposits increased $79.6 million since year-end. Demand and interest checking accounts increased $70.3 million, while savings and money market decreased $13.9 million. Other borrowings, including FHLB advances and junior subordinated debt, increased $11.1 million, or 2%, since year-end.

Total shareholders' equity at September 30, 2014 was $239.9 million, representing an increase of $8.8 million, or 4%, since December 31, 2013. The primary factors attributable to the increase are:
Net income of $18.5 million for the nine months ended September 30, 2014.
A net increase in AOCI of $2.9 million for the nine months ended September 30, 2014, primarily due to the decrease in interest rates since year-end leading to an increase in the fair value of our AFS investments and a decrease in our interest rate swap hedges.
Partially offset by:
Repurchases of 181,355 shares of the Company's common stock totaling $7.2 million.
Dividends declared of $0.81 per share, totaling $6.0 million.

The following table presents certain information regarding shareholders’ equity as of or for the periods indicated:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Year Ended
December 31, 2013
 
2014
 
2013
 
2014
 
2013
 
Return on average shareholders' equity (annualized)
10.70
%
 
11.03
%
 
10.53
%
 
10.52
%
 
9.74
%
Average shareholders' equity to average assets
8.81
%
 
8.85
%
 
8.80
%
 
9.05
%
 
9.09
%
Dividend payout ratio
31.14
%
 
32.50
%
 
32.56
%
 
33.80
%
 
36.30
%
Dividends declared per share
$
0.27

 
$
0.27

 
$
0.81

 
$
0.81

 
$
1.08

Book value per share
$
32.33

 
$
30.38

 
$
32.33

 
$
30.38

 
$
30.49

 

50



LIQUIDITY
 
Our liquidity needs require the availability of cash to meet the withdrawal demands of depositors and credit commitments to borrowers. Liquidity is defined as our ability to maintain availability of funds to meet customer needs, as well as to support our asset base. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. Due to the potential for unexpected fluctuations in both deposits and loans, active management of liquidity is necessary. We maintain various sources of funding and levels of liquid assets in excess of regulatory guidelines in order to satisfy their varied liquidity demands. We monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. As of September 30, 2014 and 2013, our level of liquidity exceeded target levels. We believe that we currently have appropriate liquidity available to respond to liquidity demands. Sources of funds that we utilize consist of deposits, borrowings from the FHLBB and other sources, cash flows from operations, prepayments and maturities of outstanding loans, investments and mortgage-backed securities and the sales of mortgage loans.

Deposits continue to represent our primary source of funds. For the nine months ended September 30, 2014, average deposits (excluding brokered deposits) of $1.7 billion decreased $101.0 million, compared to the same period in 2013, primarily due to the Branch Divestiture that occurred in the fourth quarter of 2013, which included $80.4 million of deposits sold. Included within our money market deposit category are deposits from our wealth management subsidiary, Acadia Trust, which represent client funds. The deposits in the Acadia Trust client accounts, which totaled $88.8 million at September 30, 2014, fluctuate with changes in the portfolios of the clients of Acadia Trust.
 
Borrowings are used to supplement deposits as a source of liquidity. In addition to borrowings from the FHLBB, we purchase federal funds and sell securities under agreements to repurchase. Our average total borrowings, which include long-term debt, totaled $705.1 million for the nine months ended September 30, 2014, an increase of $191.7 million, or 37%, from the same period in 2013, primarily due to the increase in average short-term FHLBB borrowings (overnight and less than 90 days) of $162.0 million and average brokered deposits of $27.6 million. The increase in our average borrowings compared to the same period in 2013 is the result of strong loan growth and the reduction in deposit balances due to the Branch Divestiture. We secure borrowings from the FHLBB, whose advances remain the largest non-deposit-related funding source, with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. The carrying value of loans pledged as collateral at the FHLBB was $826.3 million and $685.4 million at September 30, 2014 and 2013, respectively. The carrying value of securities pledged as collateral at the FHLBB was $3.2 million and $4.0 million at September 30, 2014 and 2013, respectively. Through the Bank, we had an available line of credit with the FHLBB of $9.9 million at September 30, 2014. We had no outstanding balance on the line of credit with the FHLBB at September 30, 2014. The Company also has a $10.0 million line of credit with a maturity date of December 20, 2014. We had no outstanding balance on this line of credit at September 30, 2014. Long-term borrowings represent securities sold under repurchase agreements with major brokerage firms. Both wholesale and retail repurchase agreements are secured by MBS and CMO securities.

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


51



CAPITAL RESOURCES
 
Under FRB guidelines, we are required to maintain capital based on risk-adjusted assets. These capital requirements represent quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital classification is also subject to qualitative judgments by our regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of total and Tier I capital (as defined in the applicable regulations) to risk-weighted assets (as defined in the applicable regulations), and of Tier I capital to average assets (as defined in the applicable regulations). These guidelines apply to us on a consolidated basis. Under the current guidelines, banking organizations must maintain a risk-based capital ratio of 8.0%, of which at least 4.0% must be in the form of core capital (as defined in the applicable regulations). In addition to risk-based capital requirements, the FRB requires bank holding companies to maintain a minimum leverage capital ratio of core capital to total assets of 4.0%. Total assets for this purpose do not include goodwill and any other intangible assets and investments that the FRB determines should be deducted. Our risk-based ratios, and those of the Bank, exceeded regulatory guidelines at September 30, 2014, December 31, 2013 and September 30, 2013. The following table presents the Company's regulatory capital ratios at the periods indicated:
 
September 30,
2014
 
December 31,
2013
 
September 30,
2013
 
Minimum Regulatory Capital Required
 
Minimum Regulatory Provision To Be "Well Capitalized"
Total risk-based capital
15.14
%
 
16.45
%
 
16.21
%
 
8.00
%
 
10.00
%
Tier I capital
13.90
%
 
15.20
%
 
14.96
%
 
4.00
%
 
6.00
%
Tier I leverage capital ratio
9.15
%
 
9.43
%
 
9.24
%
 
4.00
%
 
5.00
%

Although the junior subordinated debentures are recorded as a liability on our consolidated statements of condition, we are permitted, in accordance with regulatory guidelines, to include, subject to certain limits, the trust preferred securities in our calculation of risk-based capital. At September 30, 2014, $43.0 million of the trust preferred securities were included in Tier I and total risk-based capital.
 
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 $239.9 million, $231.1 million and $232.3 million at September 30, 2014, December 31, 2013 and September 30, 2013, respectively, which amounted to 9% of total assets as of the respective dates. Refer to "— Financial Condition — Liabilities and Shareholders' Equity" for discussion regarding changes in shareholders' equity since December 31, 2013.

Our principal cash requirement is the payment of dividends on our common stock, as and when declared by the Board of Directors. We paid dividends to shareholders in the aggregate amount of $6.1 million for both the nine months ended September 30, 2014 and 2013. Our 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 our subsidiaries to service our commitments. We, as the sole shareholder of our subsidiaries, are entitled to dividends, when and as declared by each subsidiary’s Board of Directors from legally available funds. The Bank declared dividends in the aggregate amount of $9.5 million for both the nine months ended September 30, 2014 and 2013. Under regulations prescribed by the OCC, without prior OCC approval, the Bank may not declare dividends in any year in excess of the Bank’s (i) net income for the current year, (ii) plus its retained net income for the prior two years. 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.
 

52



CONTRACTUAL OBLIGATIONS AND COMMITMENTS
 
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 lending commitments and letters of credit. Those instruments involve varying degrees of credit risk in excess of the amount recognized in the consolidated statements of condition. We follow the same credit policies in making commitments to extend credit and conditional obligations as we do for on-balance sheet instruments, including requiring similar collateral or other security to support financial instruments with credit risk. Our exposure to credit loss in the event of nonperformance by the customer is represented by the contractual amount of those instruments. Since many of the commitments are expected to expire without being drawn upon, the total amount does not necessarily represent future cash requirements. At September 30, 2014, we had the following levels of commitments to extend credit:
 
 
Total Amount
 
Commitment Expires in:
(Dollars in Thousands)
 
Committed
 
<1 Year
 
1 – 3 Years
 
4 – 5 Years
 
>5 Years
Letters of Credit
 
$
3,762

 
$
3,762

 
$

 
$

 
$

Commercial Commitment Letters
 
52,040

 
52,040

 

 

 

Residential Loan Origination
 
15,638

 
15,638

 

 

 

Home Equity Line of Credit Commitments
 
309,641

 
82,627

 
5,484

 
4,150

 
217,380

Other Commitments to Extend Credit
 
743

 
743

 

 

 

Total
 
$
381,824

 
$
154,810

 
$
5,484

 
$
4,150

 
$
217,380


We are a party to several off-balance sheet contractual obligations through lease agreements on a number of branch facilities. We have an obligation and commitment to make future payments under these contracts. At September 30, 2014, we had the following levels of contractual obligations: 
 
 
Total Amount
 
Payments Due per Period
(Dollars in Thousands)
 
of Obligations
 
<1 Year
 
1 – 3 Years
 
4 – 5 Years
 
>5 Years
Operating Leases
 
$
5,311

 
$
1,123

 
$
1,813

 
$
1,150

 
$
1,225

Capital Leases(1)
 
1,479

 
129

 
254

 
253

 
843

FHLBB Borrowings
 
291,058

 
246,058

 
45,000

 

 

Commercial Repurchase Agreements
 
30,109

 

 
30,109

 

 

Retail Repurchase Agreements
 
175,060

 
175,060

 

 

 

Junior Subordinated Debentures
 
43,998

 

 

 

 
43,998

Other Contractual Obligations
 
326

 
326

 

 

 

Total
 
$
547,341

 
$
422,696

 
$
77,176

 
$
1,403

 
$
46,066

(1) Includes contingent rentals, which are based on the Consumer Price Index and reset every five years. Total contingent rentals for year one through year five are $11,000.

Borrowings from the FHLBB consist of short- and long-term fixed- and variable-rate borrowings and are collateralized by all stock in the FHLBB and a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one- to four-family properties, certain pledged investment securities and other qualified assets. Other borrowed funds include federal funds purchased and securities sold under repurchase agreements. We have an obligation and commitment to repay all borrowings and debentures. These commitments, borrowings, junior subordinated debentures and the related payments are made during the normal course of business.
 

53



We may enter into derivative instruments as partial hedges against large fluctuations in interest rates. We may also enter into fixed-rate interest rate swaps and floor instruments to partially hedge against potentially lower yields on the variable prime rate loan category in a declining rate environment. If interest rates were to decline, resulting in reduced income on the adjustable rate loans, there would be an increased income flow from the interest rate swap and floor instrument. We may also enter into variable rate interest rate swaps and cap instruments to partially hedge against increases in short-term borrowing rates. If interest rates were to rise, resulting in an increased interest cost, there would be an increased income flow from the interest rate swaps and cap instruments. These financial instruments are factored into our overall interest rate risk position. We regularly review the credit quality of the counterparty from which the instruments have been purchased. At September 30, 2014, we had the following variable-for-fixed interest rate swaps on the junior subordinated debentures: 
Notional Amount
 
Fixed-Rate
 
Maturity Date
$
10,000

 
5.09%
 
June 30, 2021
10,000

 
5.84%
 
June 30, 2029
10,000

 
5.71%
 
June 30, 2030
5,000

 
4.35%
 
March 30, 2031
8,000

 
4.14%
 
July 7, 2031
 
At September 30, 2014, we had a notional amount of $15.3 million in interest rate swap agreements with commercial customers and an equal notional amount with a dealer bank related to our commercial loan level derivative program. This program allows us to retain variable-rate commercial loans while allowing the customer to synthetically fix the loan rate by entering into a variable- for fixed- interest rate swap. It is anticipated that, over time, customer interest rate derivatives will reduce the interest rate risk inherent in the longer-term, fixed-rate commercial business.

54



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
 
MARKET RISK

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. Our primary market risk exposure is interest rate risk. The ongoing monitoring and management of this risk is an important component of our asset/liability management process, which is governed by policies established by the Bank’s Board of Directors, and are reviewed and approved annually. The Board ALCO delegates responsibility for carrying out the asset/liability management policies to Management ALCO. In this capacity, Management ALCO develops guidelines and strategies impacting our asset/liability management-related activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels/trends. Management ALCO and Board ALCO jointly meet on a quarterly basis to review strategies, policies, economic conditions and various activities as part of the management of these risks.
 
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, if any. None of the assets used in the simulation were held for trading purposes. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth, given a 200 bp upward and downward shift in interest rates. Although our policy specifies a downward shift of 200 bp, this could result in negative rates as many benchmark rates are currently below 2.00%. A parallel and pro rata shift in rates over a 12-month period is assumed. Using this approach, we are able to produce reports that illustrate the effect that both a gradual change of rates (Year 1) and a “rate shock” (Year 2 and beyond) have on margin expectations. In the down 100 bp scenario, Federal Funds and Treasury yields are floored at 0.01% while Prime is floored at 3.00%. All other market rates are floored at 0.25%.

For the nine months ended September 30, 2014 and 2013, our net interest income sensitivity analysis reflected the following changes to net interest income assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period (24-month period for the 400 bp upward shift in interest rates) and then maintained at those levels over the remainder of the ALCO simulation horizon. 
 
 
Estimated Changes In 
Net Interest Income
Rate Change from Year 1 - Base
 
September 30,
2014
 
September 30,
2013
Year 1
 
 

 
 

+400 bp
 
(5.96
)%
 
(4.69
)%
+200 bp
 
(6.07
)%
 
(4.71
)%
-100 bp
 
(0.36
)%
 
(0.78
)%
Year 2
 
 
 
 

+400 bp
 
(10.61
)%
 
(10.56
)%
+200 bp
 
(5.20
)%
 
(5.61
)%
-100 bp
 
(3.41
)%
 
(6.54
)%
 

55



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

The most significant factors affecting the changes in market risk exposure for the nine month ended September 30, 2014 were loan growth and an increasing mix of variable loans. If rates remain at or near current levels, net interest income is projected to be virtually flat as loan rates have repriced to current rates and the cost of funds remains unchanged. Beyond the first year, net interest income also remains flat. If rates decrease further, net interest income is projected to be flat as changes in loan and funding costs offset in the first year. In the second year, net interest income is projected to decrease as loans and investment cash flow reprice into lower yields primarily due to prepayments while there is limited ability to reduce the cost of funds. If rates increase, net interest income is projected to decrease in the first year due to the repricing of short-term funding, then improve in the second year as loan and investment cash flows reprice to higher yields and funding maturities slow.

Periodically, if deemed appropriate, we use interest rate swaps, floors and caps, which are common derivative financial instruments, to hedge our interest rate risk position. The Company’s Board of Directors has approved hedging policy statements governing the use of these instruments. At September 30, 2014, we had a notional principal amount of $43.0 million in interest rate swap agreements related to the junior subordinated debentures, and a notional principal amount of $30.6 million in interest rate swaps related to the Company’s commercial loan level derivative program. The Board ALCO and Management ALCO monitor derivative activities relative to their expectations and our hedging policies.

ITEM 4.  CONTROLS AND PROCEDURES
 
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management conducted an evaluation with the participation of the Company’s Chief Executive Officer and Chief Financial Officer (Principal Financial & Accounting Officer), regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal quarter covered by this report.  In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer (Principal Financial & Accounting Officer) concluded that they believe the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
 
There was no change in the internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 


56



PART II.  OTHER INFORMATION

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

ITEM 1A.  RISK FACTORS
There have been no material changes to the Company's Risk Factors described in Item 1A. of its Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 None.

ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.  OTHER INFORMATION
None.


57



ITEM 6.  EXHIBITS
Exhibit No.
 
Definition
3.1
 
Articles of Incorporation of Camden National Corporation, as amended (incorporated herein by reference to Exhibit 3.i.1 to the Company's Form 10-K filed with the Commission on March 2, 2011).
 
 
 
3.2
 
Amended and Restated Bylaws of Camden National Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Form 10-K filed with the Commission on March 12, 2014).
 
 
 
23.1*
 
Consent of Berry Dunn McNeil & Parker, LLC relating to the financial statements of Camden National Corporation
 
 
 
31.1*
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
 
 
 
31.2*
 
Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
 
 
 
32.1**
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
32.2**
 
Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101***
 
XBRL (Extensible Business Reporting Language)
 
 
 
 
 
The following materials from Camden National Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, formatted in XBRL: (i) Consolidated Statements of Condition - September 30, 2014 and December 31, 2013; (ii) Consolidated Statements of Income - Three and Nine Months Ended September 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2014 and 2013; (iv) Consolidated Statements of Changes in Shareholders’ Equity - Nine Months Ended September 30, 2014 and 2013; (v) Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements.
 
 
 
*
 
Filed herewith
 
 
 
**
 
Furnished herewith
 
 
 
***
 
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.


58



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
(Registrant)
 
/s/ Gregory A. Dufour
 
November 7, 2014
Gregory A. Dufour
 
Date
President and Chief Executive Officer
(Principal Executive Office)
 
 
 
 
 
/s/ Deborah A. Jordan
 
November 7, 2014
Deborah A. Jordan
 
Date
Chief Financial Officer
 
 
(Principal Financial & Accounting Officer)
 
 

59



Exhibit Index
Exhibit No.
 
Definition
3.1
 
Articles of Incorporation of Camden National Corporation, as amended (incorporated herein by reference to Exhibit 3.i.1 to the Company's Form 10-K filed with the Commission on March 2, 2011).
 
 
 
3.2
 
Amended and Restated Bylaws of Camden National Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Form 10-K filed with the Commission on March 12, 2014).
 
 
 
23.1*
 
Consent of Berry Dunn McNeil & Parker, LLC relating to the financial statements of Camden National Corporation
 
 
 
31.1*
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
 
 
 
31.2*
 
Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
 
 
 
32.1**
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
32.2**
 
Certification of Chief Financial Officer, Principal Financial & Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101***
 
XBRL (Extensible Business Reporting Language)
 
 
 
 
 
The following materials from Camden National Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, formatted in XBRL: (i) Consolidated Statements of Condition - September 30, 2014 and December 31, 2013; (ii) Consolidated Statements of Income - Three and Nine Months Ended September 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2014 and 2013; (iv) Consolidated Statements of Changes in Shareholders’ Equity - Nine Months Ended September 30, 2014 and 2013; (v) Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements.
 
 
 
*
 
Filed herewith
 
 
 
**
 
Furnished herewith
 
 
 
***
 
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.



60