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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.      0-28190
CAMDEN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Maine01-0413282
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
  
2 ELM STREETCAMDENME04843
(Address of principal executive offices)(Zip Code)
 
Registrant's telephone number, including area code:  (207) 236-8821

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueCACThe NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes x          No ¨
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
Yes x          No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes ☐          No ☒
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:
Outstanding at April 29, 2022: Common stock (no par value) 14,656,487 shares.


CAMDEN NATIONAL CORPORATION

 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT

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

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CONDITION
(unaudited)
(In thousands, except number of shares)March 31,
 2022		December 31,
 2021
ASSETS  
Cash and due from banks$53,875 $38,902 
Interest-bearing deposits in other banks (including restricted cash)85,508 181,723 
Total cash, cash equivalents and restricted cash139,383 220,625 
Investments:  
Trading securities4,124 4,428 
Available-for-sale securities, at fair value (amortized cost of $1,516,057 and $1,508,981, respectively)
1,421,809 1,507,486 
Held-to-maturity securities, at amortized cost (fair value of $1,300 and $1,380, respectively)
1,290 1,291 
Other investments10,187 10,280 
Total investments1,437,410 1,523,485 
Loans held for sale, at fair value (book value of $6,818 and $5,786, respectively)
6,705 5,815 
Loans3,534,218 3,431,474 
Less: allowance for credit losses on loans(31,770)(33,256)
Net loans3,502,448 3,398,218 
Goodwill94,697 94,697 
Core deposit intangible assets2,032 2,188 
Bank-owned life insurance 97,816 97,241 
Premises and equipment, net37,226 37,775 
Deferred tax assets36,131 19,210 
Other assets66,567 101,102 
Total assets$5,420,415 $5,500,356 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Liabilities  
Deposits:  
Non-interest checking$1,200,807 $1,279,565 
Interest checking1,440,390 1,351,736 
Savings and money market1,474,300 1,459,472 
Certificates of deposit299,865 309,648 
Brokered deposits161,302 208,468 
Total deposits4,576,664 4,608,889 
Short-term borrowings237,668 211,608 
Subordinated debentures44,331 44,331 
Accrued interest and other liabilities79,306 94,234 
Total liabilities4,937,969 4,959,062 
Commitments and Contingencies
Shareholders’ Equity  
Common stock, no par value: authorized 40,000,000 shares, issued and outstanding 14,746,410 and 14,739,956 shares on March 31, 2022 and December 31, 2021, respectively
123,012 123,111 
Retained earnings435,347 424,412 
Accumulated other comprehensive loss:  
Net unrealized loss on available-for-sale debt securities, net of tax(73,984)(1,173)
Net unrealized gain (loss) on cash flow hedging derivative instruments, net of tax1,166 (1,779)
Net unrecognized loss on postretirement plans, net of tax(3,095)(3,277)
Total accumulated other comprehensive loss(75,913)(6,229)
Total shareholders’ equity482,446 541,294 
Total liabilities and shareholders’ equity$5,420,415 $5,500,356 


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

CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended
March 31,
(In thousands, except number of shares and per share data)20222021
Interest Income  
Interest and fees on loans$32,035 $30,560 
Taxable interest on investments
5,789 3,829 
Nontaxable interest on investments764 728 
Dividend income106 105 
Other interest income164 166 
Total interest income38,858 35,388 
Interest Expense  
Interest on deposits1,833 2,063 
Interest on borrowings131 156 
Interest on subordinated debentures529 805 
Total interest expense2,493 3,024 
Net interest income36,365 32,364 
Credit for credit losses(1,075)(1,956)
Net interest income after credit for credit losses37,440 34,320 
Non-Interest Income  
Debit card income2,924 2,736 
Service charges on deposit accounts1,833 1,539 
Income from fiduciary services1,631 1,526 
Mortgage banking income, net1,034 7,109 
Brokerage and insurance commissions994 953 
Bank-owned life insurance576 594 
Other income833 758 
Total non-interest income9,825 15,215 
Non-Interest Expense  
Salaries and employee benefits15,506 14,522 
Furniture, equipment and data processing3,132 3,027 
Net occupancy costs2,144 1,951 
Debit card expense1,066 986 
Consulting and professional fees1,007 863 
Regulatory assessments655 503 
Amortization of core deposit intangible assets156 164 
Other real estate owned and collection recoveries, net(85)(191)
Other expenses2,628 3,074 
Total non-interest expense26,209 24,899 
Income before income tax expense21,056 24,636 
Income Tax Expense4,261 4,896 
Net Income$16,795 $19,740 
Per Share Data  
Basic earnings per share$1.14 $1.32 
Diluted earnings per share$1.13 $1.31 
Weighted average number of common shares outstanding14,741,271 14,916,387 
Diluted weighted average number of common shares outstanding14,822,332 14,994,534 
Cash dividends declared per share$0.40 $0.36 







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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
Three Months Ended
March 31,
(In thousands)20222021
Net Income$16,795 $19,740 
Other comprehensive loss: 
Net change in unrealized gain on available-for-sale securities, net of tax(72,811)(17,509)
Net change in unrealized loss on cash flow hedging derivatives, net of tax 2,945 

5,164 
Net change in other comprehensive income for supplemental executive retirement plan and other postretirement benefit plan, net of tax182 170 
Other comprehensive loss(69,684)(12,175)
Comprehensive (Loss) Income$(52,889)$7,565 
 











































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

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
Three Months Ended
 Common StockRetained
Earnings		Accumulated
Other Comprehensive
Income (Loss)		Total Shareholders’
Equity
(In thousands, except number of shares and per share data)
Shares
Outstanding		Amount
Balance at December 31, 202014,909,097 $131,072 $377,502 $20,740 $529,314 
Net income— — 19,740 — 19,740 
Other comprehensive income, net of tax— — — (12,175)(12,175)
Stock-based compensation expense— 703 — — 703 
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings
19,337 (80)— — (80)
Common stock repurchased— — — — — 
Cash dividends declared ($0.36 per share)
— — (5,382)— (5,382)
Balance at March 31, 202114,928,434 $131,695 $391,860 $8,565 $532,120 
Balance at December 21, 202114,739,956 $123,111 $424,412 $(6,229)541,294 
Net income— — 16,795 — 16,795 
Other comprehensive income, net of tax— — — (69,684)(69,684)
Stock-based compensation expense— 624 — — 624 
Exercise of stock options and issuance of vested share awards, net of repurchase for tax withholdings
19,540 (114)— — (114)
Common stock repurchased(13,086)(609)— — (609)
Cash dividends declared ($0.40 per share)
— — (5,860)— (5,860)
Balance at March 31, 202214,746,410 $123,012 $435,347 $(75,913)$482,446 







































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

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31,
(In thousands)20222021
Operating Activities  
Net Income$16,795 $19,740 
Adjustments to reconcile net income to net cash provided by operating activities:  
Originations of mortgage loans held for sale(47,671)(174,370)
Proceeds from the sale of mortgage loans47,771 198,799 
Gain on sale of mortgage loans, net of origination costs(1,132)(6,173)
Credit for credit losses(1,075)(1,956)
Depreciation and amortization expense899 927 
Investment securities amortization and accretion, net1,217 1,971 
Stock-based compensation expense624 703 
Amortization of core deposit intangible assets156 164 
Purchase accounting accretion, net(80)(234)
Net decrease in derivative collateral posted24,070 24,380 
Decrease in other assets998 591 
Increase (decrease) in other liabilities178 (2,484)
Net cash provided by operating activities42,750 62,058 
Investing Activities 
Proceeds from available-for-sale debt securities69,572 94,697 
Purchase of available-for-sale debt securities(77,865)(118,707)
Net increase in loans(102,976)(17,277)
Purchase of Federal Home Loan Bank stock(1,799)— 
Proceeds from sale of Federal Home Loan Bank stock1,892 1,329 
Purchase of premises and equipment(393)(320)
Recoveries of previously charged-off loans62 51 
Proceeds from the sale of other real estate owned287 350 
Net cash used in investing activities(111,220)(39,877)
Financing Activities
Net (decrease) increase in deposits(32,225)206,386 
Net proceeds from borrowings less than 90 days26,060 23,969 
Repayments of Federal Home Loan Bank long-term advances— (25,000)
Common stock repurchases(542)(11)
Exercise of stock options and issuance of restricted stock, net of repurchase for tax withholdings
(114)(80)
Cash dividends paid on common stock(5,911)(4,934)
Finance lease payments(40)(38)
Net cash (used in) provided by financing activities(12,772)200,292 
Net (decrease) increase in cash, cash equivalents and restricted cash(81,242)222,473 
Cash, cash equivalents, and restricted cash at beginning of period220,625 145,774 
Cash, cash equivalents and restricted cash at end of period$139,383 $368,247 
Supplemental information 
Interest paid$2,470 $3,117 
Income taxes paid150 176 
Unsettled common stock repurchase67 — 
Transfer from premises to other real estate owned— 204 









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

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION
 
The accompanying unaudited consolidated interim financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated statements of condition of Camden National Corporation (the "Company") as of March 31, 2022 and December 31, 2021, the consolidated statements of income for the three months ended March 31, 2022 and 2021, the consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021, the consolidated statements of changes in shareholders' equity for the three months ended March 31, 2022 and 2021, and the consolidated statements of cash flows for the three months ended March 31, 2022 and 2021. The consolidated financial statements include the accounts of the Company and Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company (which includes the consolidated accounts of Healthcare Professional Funding Corporation ("HPFC") and Property A, Inc. as of and for the three months ended March 31, 2022 and 2021). All intercompany accounts and transactions have been eliminated in consolidation. Assets held by the Bank in a fiduciary capacity, through Camden National Wealth Management, a division of the Bank, are not assets of the Company and, therefore, are not included in the consolidated statements of condition. The Company also owns 100% of the common stock of Camden Capital Trust A and Union Bankshares Capital Trust I. These entities are unconsolidated subsidiaries of the Company. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. Such reclassifications did not impact net income or shareholders' equity as previously reported. Net income reported for the three months ended March 31, 2022, is not necessarily indicative of the results that may be expected for the full year. The information in this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

8

The acronyms, abbreviations and definitions identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Management's Discussion and Analysis of Financial Condition and Results of Operations." The following is provided to aid the reader and provide a reference page when reviewing these sections of the Form 10-Q.
AcronymDescriptionAcronymDescription
AFS:Available-for-saleGAAP:Generally accepted accounting principles in the United States
ALCO:Asset/Liability CommitteeGDP:Gross domestic product
ACL:Allowance for credit lossesHPFC:Healthcare Professional Funding Corporation, a wholly-owned subsidiary of Camden National Bank
AOCI:Accumulated other comprehensive income (loss)HTM:Held-to-maturity
ASC:Accounting Standards CodificationIRS:Internal Revenue Service
ASU:Accounting Standards UpdateLGD:Loss given default
Bank:Camden National Bank, a wholly-owned subsidiary of Camden National CorporationLIBOR:London Interbank Offered Rate
BOLI:Bank-owned life insuranceLTIP:Long-Term Performance Share Plan
Board ALCO:Board of Directors' Asset/Liability CommitteeManagement ALCO:Management Asset/Liability Committee
CARES Act:Coronavirus Aid, Relief, and Economic Security Act, signed into law in March 2020 in response to COVID-19MBS:Mortgage-backed security
CCTA:Camden Capital Trust A, an unconsolidated entity formed by Camden National CorporationMSPP:Management Stock Purchase Plan
CDs:Certificate of depositsN/A:Not applicable
CECL:Current Expected Credit LossesN.M.:Not meaningful
Company:Camden National CorporationOCC:Office of the Comptroller of the Currency
CMO:Collateralized mortgage obligationOCI:Other comprehensive income (loss)
CUSIP:Committee on Uniform Securities Identification ProceduresOREO:Other real estate owned
DCRP:Defined Contribution Retirement PlanOTTI:Other-than-temporary impairment
EPS:Earnings per sharePD:Probability of default
FASB:Financial Accounting Standards BoardSBA:U.S. Small Business Administration
FDIC:Federal Deposit Insurance CorporationSBA PPP:U.S. Small Business Administration Paycheck Protection Program
FHLB:Federal Home Loan BankSERP:Supplemental executive retirement plans
FHLBB:Federal Home Loan Bank of BostonSOFR:Secured Overnight Financing Rate
FHLMC:Federal Home Loan Mortgage CorporationTDR:Troubled-debt restructured loan
FNMA:Federal National Mortgage AssociationUBCT:Union Bankshares Capital Trust I, an unconsolidated entity formed by Union Bankshares Company that was subsequently acquired by Camden National Corporation
FRB:Federal Reserve System Board of GovernorsU.S.:United States of America
FRBB:Federal Reserve Bank of Boston

9

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

NOTE 3 – INVESTMENTS

Trading Securities

Trading securities are reported on the Company's consolidated statements of condition at fair value. As of March 31, 2022 and December 31, 2021, the fair value of the Company's trading securities were $4.1 million and $4.4 million, respectively. These securities are held in a rabbi trust account and invested in mutual funds. The trading securities will be used for future payments associated with the Company's deferred compensation plan for eligible employees and directors.

AFS Debt Securities

AFS debt securities are reported on the Company's consolidated statements of condition at fair value. The following table summarizes the amortized cost, estimated fair value, and unrealized gains (losses) of AFS debt securities, as of the dates indicated:
(In thousands)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
March 31, 2022    
Obligations of U.S. government-sponsored enterprises$8,585 $— $(915)$7,670 
Obligations of states and political subdivisions113,388 587 (2,019)111,956 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises1,029,454 435 (69,051)960,838 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
341,998 145 (22,252)319,891 
Subordinated corporate bonds
22,632 55 (1,233)21,454 
Total AFS debt securities$1,516,057 $1,222 $(95,470)$1,421,809 
December 31, 2021    
Obligations of U.S. government-sponsored enterprises$8,585 $— $(241)$8,344 
Obligations of states and political subdivisions112,086 5,392 — 117,478 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises1,003,869 7,856 (11,468)1,000,257 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises361,781 2,835 (5,767)358,849 
Subordinated corporate bonds22,660 152 (254)22,558 
Total AFS debt securities$1,508,981 $16,235 $(17,730)$1,507,486 

10

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

The net unrealized losses on AFS debt securities reported within AOCI at March 31, 2022, were $74.0 million, net of a deferred tax asset of $20.3 million. The net unrealized losses on AFS debt securities reported within AOCI at December 31, 2021, were $1.2 million, net of a deferred tax asset of $321,000.

For the three months ended March 31, 2022 and 2021, the Company did not sell any AFS debt securities.

The following table presents the Company's AFS debt securities with gross unrealized losses, for which an ACL has not been recorded, segregated by the length of time the securities have been in a continuous loss position, as of the dates indicated:  
 Less Than 12 Months12 Months or MoreTotal
(In thousands, except number of holdings)
Number of
Holdings		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
March 31, 2022      
Obligations of U.S. government-sponsored enterprises4 $3,033 $(352)$4,637 $(563)$7,670 $(915)
Obligations of states and political subdivisions30 46,149 (2,019)— — 46,149 (2,019)
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises215 819,454 (58,095)99,504 (10,956)$918,958 (69,051)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises98 196,036 (10,751)102,752 (11,501)298,788 (22,252)
Subordinated corporate bonds12 19,433 (1,199)966 (34)20,399 (1,233)
Total AFS debt securities359 $1,084,105 $(72,416)$207,859 $(23,054)$1,291,964 $(95,470)
December 31, 2021      
Obligations of U.S. government-sponsored enterprises4 $8,344 $(241)$— $— $8,344 $(241)
Obligations of states and political subdivisions— — — — — — — 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises113 659,851 (8,999)61,978 (2,469)721,829 (11,468)
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises56 191,456 (4,602)38,117 (1,165)229,573 (5,767)
Subordinated corporate bonds7 11,932 (232)979 (22)12,911 (254)
Total AFS debt securities180 $871,583 $(14,074)$101,074 $(3,656)$972,657 $(17,730)

For the three months ended March 31, 2022 and 2021, the unrealized losses on the Company's AFS debt securities have not been recognized into income because management does not intend to sell and it is not more-likely-than-not it will be required to sell any of the AFS debt securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in interest rates and other market conditions and not reflective of credit events. The issuers continue to make timely principal and interest payments on the bonds.

11


At March 31, 2022 and December 31, 2021, total accrued interest receivable on AFS debt securities, which has been excluded from reported amortized cost basis on AFS debt securities, was $3.6 million and $3.4 million, respectively, and was reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

The amortized cost and estimated fair values of the Company's AFS debt securities by contractual maturity at March 31, 2022, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-related securities are shown in total, as their maturities are highly variable.
(In thousands)Amortized
Cost		Fair
Value
Due in one year or less$1,217 $1,227 
Due after one year through five years8,625 8,560 
Due after five years through ten years88,087 86,586 
Due after ten years46,676 44,707 
Subtotal144,605 141,080 
Mortgage-related securities1,371,452 1,280,729 
Total$1,516,057 $1,421,809 

HTM Debt Securities

HTM debt securities are reported on the Company's consolidated statements of condition at amortized cost. The following table summarizes the amortized cost, estimated fair value and unrealized gains (losses) of HTM debt securities as of the dates indicated:
(In thousands)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
March 31, 2022        
Obligations of states and political subdivisions$1,290 $10 $— $1,300 
Total HTM debt securities$1,290 $10 $— $1,300 
December 31, 2021
Obligations of states and political subdivisions$1,291 $89 $— $1,380 
Total HTM debt securities$1,291 $89 $— $1,380 

As of March 31, 2022 and December 31, 2021, the Company’s HTM debt securities portfolio was made up of three investment grade municipal debt securities, of which two securities also carried credit enhancements. The HTM debt securities portfolio was comprised solely of high credit quality (rated AA or higher) state and municipal obligations. High credit quality state and municipal obligations have a history of zero to near-zero credit loss. As a result, the Company determined that the expected credit loss on its HTM portfolio was immaterial, and therefore, an allowance was not carried on its HTM debt securities at March 31, 2022 or December 31, 2021.

As of March 31, 2022 and December 31, 2021, none of the Company's HTM debt securities were past due or on non-accrual status. For the three months ended March 31, 2022 and 2021, the Company did not recognize any interest income on non-accrual HTM debt securities. At March 31, 2022 and December 31, 2021, total accrued interest receivable on HTM debt securities, which has been excluded from reported amortized cost basis on HTM debt securities, was $8,000 and $10,000, respectively, and was reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

12

The amortized cost and estimated fair values of HTM debt securities by contractual maturity at March 31, 2022 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
(In thousands)Amortized
Cost		Fair
Value
Due in one year or less$— $— 
Due after one year through five years866 875 
Due after five years through ten years424 425 
Due after ten years— — 
Total$1,290 $1,300 

AFS and HTM Debt Securities Pledged

At March 31, 2022 and December 31, 2021, AFS and HTM debt securities with an amortized cost of $699.9 million and $640.1 million and estimated fair values of $654.7 million and $641.2 million, respectively, were pledged to secure FHLBB advances, public deposits, and securities sold under agreements to repurchase and for other purposes required or permitted by law.

Other Investments

The Company's FHLBB and FRB common stock are reported at cost within other investments on the consolidated statements of condition. The Company evaluates these investments for impairment based on the ultimate recoverability of the par value. The Company did not record any impairment on its FHLBB and FRB stock for the three months ended March 31, 2022 and 2021.

The following table summarizes the Company's investment in FHLBB stock and FRBB stock as presented within other investments on the consolidated statements of condition, as of the dates indicated:
(In thousands)March 31,
2022		December 31,
2021
FHLBB$4,813 $4,906 
FRB5,374 5,374 
Total other investments$10,187 $10,280 

13

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

The composition of the Company’s loan portfolio, excluding residential loans held for sale, was as follows for the dates indicated:
(In thousands)March 31,
2022		December 31,
2021
Commercial Loans:
Commercial real estate - non-owner-occupied$1,181,622 $1,178,185 
Commercial real estate - owner-occupied322,268 317,275 
Commercial403,352 363,695 
SBA PPP6,311 35,953 
Total commercial loans1,913,553 1,895,108 
Retail Loans:
Residential real estate1,392,199 1,306,447 
Home equity209,647 210,403 
Consumer18,819 19,516 
Total retail loans1,620,665 1,536,366 
Total loans$3,534,218 $3,431,474 

The loan balances for each portfolio segment presented above are net of their respective unamortized fair value mark discount on acquired loans and net of unamortized loan origination costs for the dates indicated:
(In thousands)March 31,
2022		December 31,
2021
Net unamortized fair value mark discount on acquired loans$(513)$(593)
Net unamortized loan origination costs(1)
4,936 3,110 
Total$4,423 $2,517 
(1)    Net unamortized loan origination costs includes unrecognized origination fees for SBA PPP loans of $220,000 and $1.2 million as of March 31, 2022 and December 31, 2021, respectively.

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

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

For the year ended December 31, 2021, the Company originated 1,620 SBA PPP loans totaling $102.2 million to qualifying businesses across our markets in need of financial support due to the COVID-19 pandemic. Of these SBA PPP loans originated during the year ended December 31, 2021, 69 loans totaling $6.3 million remained outstanding as of March 31, 2022.

For the year ended December 31, 2020, the Company originated 3,034 SBA PPP loans totaling $244.8 million. Of these SBA PPP loans originated during the year ended December 31, 2020, 12 loans totaling $16,000 remain outstanding as of March 31, 2022.

14

Related Party Loans. In the normal course of business, the Bank makes loans to certain officers, directors and their associated companies, under terms that are consistent with the Company's lending policies and regulatory requirements and that do not involve more than the normal risk of collectability or present other unfavorable features. At March 31, 2022 and December 31, 2021, outstanding loans to certain officers, directors and their associated companies was less than 5% of the Company's shareholders' equity.

Loan Sales

For the three months ended March 31, 2022 and 2021, the Company sold $46.6 million and $192.6 million, respectively, of residential mortgage loans on the secondary market, which resulted in gains on the sale of loans (net of costs) of $1.1 million and $6.2 million, respectively.

At March 31, 2022 and December 31, 2021, the Company had certain residential mortgage loans with a principal balance of $6.8 million and $5.8 million, respectively, designated as held for sale. The Company has elected the fair value option of accounting for its loans held for sale, and at March 31, 2022 and December 31, 2021, recorded an unrealized (loss) gain of ($113,000) and $29,000, respectively. For the three months ended March 31, 2022 and 2021, the Company recorded an unrealized loss on loans held for sale recorded within mortgage banking income, net, on the Company's consolidated statements of income of $142,000 and $1.1 million, respectively.

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

ACL on Loans

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

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

Commercial Real Estate - Non-Owner-Occupied. Non-owner occupied commercial real estate loans are, in substance, all commercial real estate loans that are not categorized by the Company as owner-occupied commercial real estate loans. Non-owner-occupied commercial estate loans are investment properties in which the primary source for repayment of the loan by the borrower is derived from rental income associated with the property or the proceeds of the sale, refinancing, or permanent refinancing of the property. Non-owner-occupied commercial real estate loans consist of mortgage loans to finance investments
15

in real property that may include, but are not limited to, multi-family residential, commercial/retail office space, industrial/warehouse space, hotels, assisted living facilities and other specific use properties. Also included within the non-owner-occupied commercial real estate loan segment are construction projects until they are completed. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.

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

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

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

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

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

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

16

The following table presents the activity in the ACL on loans, as reported under CECL, for the periods indicated:
Commercial Real Estate
(In thousands)Non-Owner-OccupiedOwner- OccupiedCommercialSBA PPPResidential Real EstateHome EquityConsumerTotal
At or For The Three Months Ended March 31, 2022
Beginning balance, December 21, 2021$18,834 $2,539 $4,183 $19 $6,133 $1,469 $79 $33,256 
Loans charged off— — (245)— — — (67)(312)
Recoveries1 2 57 — — 2 62 
(Credit) provision for loan losses(2,263)(202)843 (15)343 (34)92 (1,236)
Ending balance, March 31, 2022$16,572 $2,339 $4,838 $4 $6,476 $1,435 $106 $31,770 
At or For The Year Ended December 31, 2021
Beginning balance, December 31, 2020$21,778 $2,832 $6,703 $69 $3,474 $2,616 $393 $37,865 
Loans charged off— — (799)— (92)(162)(111)(1,164)
Recoveries— 9 220 — 107 4 32 372 
(Credit) provision for loan losses(2,944)(302)(1,941)(50)2,644 (989)(235)(3,817)
Ending balance, December 31, 2021$18,834 $2,539 $4,183 $19 $6,133 $1,469 $79 $33,256 

The ACL on loans decreased $1.5 million during the three months ended March 31, 2022, to $31.8 million. The decrease in the ACL on loans was primarily within the commercial real estate - non-owner-occupied loan segment driven by the release of $1.9 million of reserves that had been established for certain hospitality-related loans in response to the COVID-19 pandemic and the identified elevated credit risk it presented to these loans. This was partially offset by provisions for loan losses provided for the commercial and residential real estate loan segments due to their strong loan growth for the three months ended March 31, 2022 of 11% and 7%, respectively.

Credit Concentrations

The Company focuses on maintaining a well-balanced and diversified loan portfolio. Despite such efforts, it is recognized that credit concentrations may occasionally emerge as a result of economic conditions, changes in local demand, natural loan growth and runoff. To identify credit concentrations effectively, all commercial and commercial real estate loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes. Shifts in portfolio concentrations are monitored. As of March 31, 2022, the Company's total exposure to the lessors of nonresidential buildings' industry was 14% of total loans and 33% of total commercial real estate loans. There were no other industry exposures exceeding 10% of the Company's total loan portfolio as of March 31, 2022.

Credit Quality Indicators

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

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

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

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Based on the most recent analysis performed, the risk category of loans by portfolio segment by vintage, reported under the CECL methodology, was as follows as of the dates indicated:
(In thousands)20222021202020192018PriorRevolving Loans
Amortized Cost Basis		Revolving Loans
Converted to Term		Total
As of March 31, 2022
Commercial real estate - non-owner-occupied      
Risk rating
Pass (Grades 1-6)$74,125 $284,775 $168,474 $137,048 $114,745 $349,032 $— $— $1,128,199 
Special mention (Grade 7)— 170 7,427 279 116 7,173 — — 15,165 
Substandard (Grade 8)— 138 1,463 214 9,840 26,603 — — 38,258 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - non-owner-occupied74,125 285,083 177,364 137,541 124,701 382,808 — — 1,181,622 
Commercial real estate - owner-occupied      
Risk rating
Pass (Grades 1-6)24,431 84,414 30,518 46,348 41,889 86,341 — — 313,941 
Special mention (Grade 7)— — — — 3,363 2,040 — — 5,403 
Substandard (Grade 8)— — — 45 — 2,879 — — 2,924 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - owner occupied24,431 84,414 30,518 46,393 45,252 91,260 — — 322,268 
Commercial
      
Risk rating
Pass (Grades 1-6)32,660 83,095 41,233 41,933 22,172 37,822 104,222 34,552 397,689 
Special mention (Grade 7)— 123 111 493 106 558 1,111 138 2,640 
Substandard (Grade 8)— 20 313 262 425 1,432 332 239 3,023 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial32,660 83,238 41,657 42,688 22,703 39,812 105,665 34,929 403,352 
SBA PPP
Risk rating
Pass (Grades 1-6)— 6,295 16 — — — — — 6,311 
Special mention (Grade 7)— — — — — — — — — 
Substandard (Grade 8)— — — — — — — — — 
Doubtful (Grade 9)— — — — — — — — — 
Total SBA PPP— 6,295 16 — — — — — 6,311 
Residential Real Estate      
Risk rating
Pass (Grades 1-6)133,167 591,512 264,479 90,410 57,105 251,035 913 — 1,388,621 
Special mention (Grade 7)— — — — — 227 — — 227 
Substandard (Grade 8)— — — — 63 3,288 — — 3,351 
Doubtful (Grade 9)— — — — — — — — — 
Total residential real estate133,167 591,512 264,479 90,410 57,168 254,550 913 — 1,392,199 
Home equity
      
Risk rating
Performing2,802 722 427 5,630 9,469 11,548 165,756 12,148 208,502 
Non-performing— — — — 40 191 724 190 1,145 
Total home equity
2,802 722 427 5,630 9,509 11,739 166,480 12,338 209,647 
Consumer
      
Risk rating
Performing1,946 5,916 2,926 2,409 823 2,511 2,261 — 18,792 
Non-performing— — 9 16 — 2 — — 27 
Total consumer
1,946 5,916 2,935 2,425 823 2,513 2,261 — 18,819 
Total Loans$269,131 $1,057,180 $517,396 $325,087 $260,156 $782,682 $275,319 $47,267 $3,534,218 
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(In thousands)20212020201920182017PriorRevolving Loans
Amortized Cost Basis		Revolving Loans
Converted to Term		Total
As of December 31, 2021
Commercial real estate - non-owner-occupied
Risk rating
Pass (Grades 1-6)$286,428 $179,565 $161,695 $118,196 $96,169 $274,731 $— $— $1,116,784 
Special mention (Grade 7)171 7,266 286 119 4,294 10,590 — — 22,726 
Substandard (Grade 8)350 1,518 217 9,942 391 26,257 — — 38,675 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - non-owner-occupied286,949 188,349 162,198 128,257 100,854 311,578 — — 1,178,185 
Commercial real estate - owner-occupied
Risk rating
Pass (Grades 1-6)91,328 39,082 31,409 43,786 46,466 56,682 — — 308,753 
Special mention (Grade 7)— — 3,396 362 1,708 — — 5,466 
Substandard (Grade 8)— — 54 — 1,785 1,217 — — 3,056 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial real estate - owner occupied91,328 39,082 31,463 47,182 48,613 59,607 — — 317,275 
Commercial
Risk rating
Pass (Grades 1-6)91,102 43,757 44,925 23,895 13,818 27,743 80,775 31,586 357,601 
Special mention (Grade 7)145 117 590 115 383 222 967 244 2,783 
Substandard (Grade 8)— 339 320 492 293 1,209 360 298 3,311 
Doubtful (Grade 9)— — — — — — — — — 
Total commercial91,247 44,213 45,835 24,502 14,494 29,174 82,102 32,128 363,695 
SBA PPP
Risk rating
Pass (Grades 1-6)35,164 319 — — — — — — 35,483 
Special mention (Grade 7)470 — — — — — — — 470 
Substandard (Grade 8)— — — — — — — — — 
Doubtful (Grade 9)— — — — — — — — — 
Total SBA PPP35,634 319 — — — — — — 35,953 
Residential Real Estate
Risk rating
Pass (Grades 1-6)586,637 281,804 103,228 63,403 46,696 219,983 903 — 1,302,654 
Special mention (Grade 7)— — — — — 230 — — 230 
Substandard (Grade 8)— — — — — 3,563 — — 3,563 
Doubtful (Grade 9)— — — — — — — — — 
Total residential real estate586,637 281,804 103,228 63,403 46,696 223,776 903 — 1,306,447 
Home equity
Risk rating
Performing760 554 6,179 10,995 2,464 10,792 165,189 12,295 209,228 
Non-performing— — — 41 — 174 847 113 1,175 
Total home equity
760 554 6,179 11,036 2,464 10,966 166,036 12,408 210,403 
Consumer
Risk rating
Performing6,860 3,523 3,089 1,051 548 2,014 2,399 — 19,484 
Non-performing— 9 21 — — 2 — — 32 
Total consumer
6,860 3,532 3,110 1,051 548 2,016 2,399 — 19,516 
Total Loans$1,099,415 $557,853 $352,013 $275,431 $213,669 $637,117 $251,440 $44,536 $3,431,474 


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Past Due and Non-Accrual Loans

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

The following is a loan aging analysis by portfolio segment (including loans past due over 90 days and non-accrual loans) and loans past due over 90 days and accruing as of the following dates:
(In thousands)30-59 Days
Past Due		60-89 Days
Past Due		90 Days or Greater
Past Due		Total
Past Due		CurrentTotal Loans
Outstanding		Loans > 90
Days Past
Due and
Accruing
March 31, 2022       
Commercial real estate - non-owner-occupied$91 $— $50 $141 $1,181,481 $1,181,622 $— 
Commercial real estate - owner-occupied— — 133 133 322,135 322,268 
Commercial98 71 822 991 402,361 403,352 — 
SBA PPP— 1 — 1 6,310 6,311 — 
Residential real estate565 302 1,242 2,109 1,390,090 1,392,199 — 
Home equity320 148 412 880 208,767 209,647 — 
Consumer42 8 27 77 18,742 18,819 — 
Total$1,116 $530 $2,686 $4,332 $3,529,886 $3,534,218 $— 
December 31, 2021       
Commercial real estate - non-owner-occupied$— $— $51 $51 $1,178,134 $1,178,185 $— 
Commercial real estate - owner-occupied47 — 133 180 317,095 317,275 — 
Commercial282 174 787 1,243 362,452 363,695 — 
SBA PPP— 68 — 68 35,885 35,953 — 
Residential real estate379 475 1,210 2,064 1,304,383 1,306,447 — 
Home equity456 50 445 951 209,452 210,403 — 
Consumer95 1 32 128 19,388 19,516 — 
Total$1,259 $768 $2,658 $4,685 $3,426,789 $3,431,474 $— 

The following table presents the amortized cost basis of loans on non-accrual status (including non-accruing TDRs) by portfolio segment as of the dates indicated:
March 31,
2022		December 31,
2021
(In thousands)Non-Accrual Loans With an AllowanceNon-Accrual Loans Without an AllowanceTotal Non-Accrual LoansNon-Accrual Loans With an AllowanceNon-Accrual Loans Without an AllowanceTotal Non-Accrual Loans
Commercial real estate - non-owner-occupied$38 $12 $50 $38 $13 $51 
Commercial real estate - owner-occupied86 47 133 86 47 133 
Commercial948 97 1,045 785 44 829 
Residential real estate1,672 380 2,052 1,780 327 2,107 
Home equity1,036 109 1,145 1,064 111 1,175 
Consumer27 — 27 32 — 32 
Total$3,807 $645 $4,452 $3,785 $542 $4,327 

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The following table presents the amortized cost basis of collateral-dependent non-accrual loans (including non-accruing TDRs) by portfolio segment and collateral type, as of the dates indicated:
March 31,
2022		December 31,
2021
Collateral TypeTotal Collateral -Dependent
Non-Accrual Loans		Collateral TypeTotal Collateral -Dependent
Non-Accrual Loans
(In thousands)Real EstateGeneral Business AssetsReal Estate General Business Assets
Residential real estate$329 — $329 $268 — $268 
Home equity109 — 109 111 — 111 
Total$438 $— $438 $379 $— $379 

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

Interest income that would have been recognized if loans on non-accrual status had been current in accordance with their original terms is estimated to have been $46,000 and $76,000 for the three months ended March 31, 2022 and 2021, respectively.

The Company's policy is to reverse previously recorded interest income when a loan is placed on non-accrual. As a result, the Company did not record any interest income on its non-accruals for the three months ended March 31, 2022 and 2021. An immaterial amount of accrued interest on non-accrual loans was written-off during the three months ended March 31, 2022 and 2021, by reversing interest income. At March 31, 2022 and December 31, 2021, total accrued interest receivable on loans, which has been excluded from reported amortized cost basis on loans, was $8.0 million and $7.8 million, respectively, and reported within other assets on the consolidated statements of condition. An allowance was not carried on the accrued interest receivable at either date.

TDRs

The Company takes a conservative approach with credit risk management and remains focused on community lending and reinvesting. The Company works closely with borrowers experiencing credit problems to assist in loan repayment or term modifications. TDRs consist of loans where the Company, for economic or legal reasons related to the borrower’s financial difficulties, granted a concession to the borrower that it would not otherwise consider. TDRs typically involve term modifications or a reduction of either interest or principal. Once such an obligation has been restructured, it will remain a TDR until paid in full, or until the loan is again restructured at current market rates and no concessions are granted.

The specific reserve allowance was determined by discounting the total expected future cash flows from the borrower at the original loan interest rate, or if the loan is currently collateral-dependent, using net realizable value, which was obtained through independent appraisals and internal evaluations. The following is a summary of TDRs, by portfolio segment, and the associated specific reserve included within the ACL for the dates indicated:
Number of ContractsRecorded InvestmentSpecific Reserve
(In thousands, except number of contracts)
March 31,
2022		December 31,
2021		March 31,
2022		December 31,
2021		March 31,
2022		December 31,
2021
Commercial real estate - owner-occupied1 1 $118 $118 $45 $43 
Commercial
2 2 70 74 — — 
Residential real estate
19 19 2,303 2,341 332 $348 
Consumer and home equity
3 3 249 253 6 6 
Total25 25 $2,740 $2,786 $383 $397 

At March 31, 2022, the Company had performing and non-performing TDRs with a recorded investment balance of $2.3 million and $438,000, respectively. At December 31, 2021, the Company had performing and non-performing TDRs with a recorded investment balance of $2.4 million and $394,000, respectively.

22

The following represents loan modifications that qualify as TDRs that occurred during the periods indicated:
Number of ContractsPre-Modification
Outstanding
Recorded Investment		Post-Modification
Outstanding
Recorded Investment		Specific Reserve
(In thousands, except number of contracts)20222021202220212022202120222021
For the Three Months Ended March 31:
Home equity:
Interest rate concession and payment deferral— 1 $— $159 $— $170 $— $56 
Total— 1 $— $159 $— $170 $— $56 

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

For the three months ended March 31, 2022 and 2021, no loans were modified as TDRs within the previous 12 months for which the borrower subsequently defaulted.

In-Process Foreclosure Proceedings

At March 31, 2022 and December 31, 2021, the Company had $1.2 million and $888,000, respectively, of consumer mortgage loans secured by residential real estate properties for which foreclosure proceedings were in process.

FHLB Advances

FHLB advances are those borrowings from the FHLBB greater than 90 days. FHLB advances are collateralized by a blanket lien on qualified collateral consisting primarily of loans with first mortgages secured by one- to four-family properties, certain commercial real estate loans, certain pledged investment securities and other qualified assets. The carrying value of residential real estate and commercial loans pledged as collateral was $1.5 billion and $1.4 billion at March 31, 2022 and December 31, 2021, respectively.

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

NOTE 5 – BORROWINGS

The following summarizes the Company's short-term borrowed funds as presented on the consolidated statements of condition as of the dates indicated. The Company did not have any long-term borrowings as of the dates indicated.
(In thousands)March 31,
2022		December 31,
2021
Short-Term Borrowings:    
Customer repurchase agreements$237,668 $211,608 
Total short-term borrowings$237,668 $211,608 

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

NOTE 6 – REPURCHASE AGREEMENTS

The Company can raise additional liquidity by entering into repurchase agreements at its discretion. In a security repurchase agreement transaction, the Company will generally sell a security, agreeing to repurchase either the same or a substantially identical security on a specified later date, at a greater price than the original sales price. The difference between the sale price and purchase price is the cost of the proceeds, which is recorded within interest on borrowings on the consolidated statements of income. The securities underlying the agreements are delivered to counterparties as collateral for the repurchase obligations. Because the securities are treated as collateral and the agreement does not qualify for a full transfer of effective control, the transactions do not meet the criteria to be classified as sales, and are therefore considered secured borrowing
23

transactions for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a repurchase agreement the Company is subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, the Company either deals with established firms when entering into these transactions, or with customers whose agreements stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by the Company's safekeeping agents.

The table below sets forth information regarding the Company’s repurchase agreements accounted for as secured borrowings and types of collateral as of the dates indicated:
(In thousands)March 31,
2022		December 31,
2021
Customer Repurchase Agreements(1)(2):
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises
$127,988 $120,846 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises
107,781 88,749 
Obligations of states and political subdivisions
1,899 2,013 
Total
$237,668 $211,608 
(1)    Presented within short-term borrowings on the consolidated statements of condition.
(2)    All customer repurchase agreements mature continuously or overnight for the dates indicated.

At March 31, 2022 and December 31, 2021, certain customers held CDs totaling $616,000 and $728,000, respectively, that were collateralized by CMO and MBS securities that were overnight repurchase agreements.

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

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Commitments

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

The following is a summary of the Company's contractual off-balance sheet commitments as of the dates indicated:
(In thousands)March 31,
2022		December 31,
2021
Commitments to extend credit$888,975 $834,533 
Standby letters of credit6,785 7,952 
Total$895,760 $842,485 

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

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

The Company establishes an ACL on off-balance sheet credit exposures on its contractual off-balance sheet commitments, except those that are unconditionally cancellable by the Company. As of March 31, 2022 and December 31, 2021, the ACL on off-balance sheet credit exposures was $3.4 million and $3.2 million, respectively. The ACL on off-balance sheet credit exposure was presented within accrued interest and other liabilities on the consolidated statements of condition.
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For the three months ended March 31, 2022 and 2021, the provision (credit) for credit losses on off-balance sheet credit exposures was $161,000 and ($102,000), respectively.

Legal Contingencies

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

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

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

NOTE 8 – DERIVATIVES AND HEDGING

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

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

Interest Rate Contracts. The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed rate payments or the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount. For the three months ended March 31, 2022 and 2021, such derivatives were used to hedge the variable cash flows associated with existing variable-rate assets or liabilities or forecasted issuances of debt.

For derivatives designated, and that qualify as, cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently is reclassified into interest expense or interest income in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense or interest income as interest payments are made or received on the Company’s variable-rate liabilities or assets. The Company estimates that an additional $256,000 will be reclassified as a decrease to interest expense and an additional $90,000 will be reclassified as a decrease to interest income over the next 12 months.

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Derivatives not Designated as Hedges

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

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

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

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

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The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated statements of condition as of the dates indicated:
Derivative AssetsDerivative Liabilities
(In thousands)Notional
Amount		 LocationFair
Value		Notional
Amount		LocationFair
Value
March 31, 2022    
Derivatives designated as hedging instruments:
Interest rate contracts(1)
$110,000 Other assets$7,898 $133,000 Accrued interest and other liabilities$6,426 
Total derivatives designated as hedging instruments
$7,898 $6,426 
Derivatives not designated as hedging instruments:
Customer loan swaps(1)
$324,805 Other assets$7,843 $324,805 Accrued interest and other liabilities$7,937 
Risk participation agreements25,211 Other assets— 53,294 Accrued interest and other liabilities— 
Fixed Rate mortgage interest rate lock commitments10,167 Other assets134 17,415 Accrued interest and other liabilities313 
Forward delivery commitments6,818 Other assets246 — Accrued interest and other liabilities— 
Total derivatives not designated as hedging instruments
$8,223 $8,250 
December 31, 2021
Derivatives designated as hedging instruments:
Interest rate contracts(1)
$160,000 Other assets$5,589 $83,000 Accrued interest and other liabilities$7,872 
Total derivatives designated as hedging instruments
$5,589 $7,872 
Derivatives not designated as hedging instruments:
Customer loan swaps(1)
$345,545 Other assets$19,297 $345,545 Accrued interest and other liabilities$19,485 
Risk participation agreements25,347 Other assets— 53,704 Accrued interest and other liabilities— 
Fixed rate mortgage interest rate lock commitments20,437 Other assets371 8,587 Accrued interest and other liabilities91 
Forward delivery commitments3,882 Other assets86 1,903 Accrued interest and other liabilities6 
Total derivatives not designated as hedging instruments
$19,754 $19,582 
(1)    Reported fair values include accrued interest receivable and payable.




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The table below presents the effect of cash flow hedge accounting, before tax, on AOCI for the periods indicated:
(Dollars in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeAmount of Gain (Loss) Recognized in OCI Included ComponentAmount of Gain (Loss) Recognized in OCI Excluded ComponentLocation of Gain (Loss) Recognized
from AOCI into Income		Amount of Gain (Loss) Reclassified from AOCI into IncomeAmount of Gain (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
Derivatives in Cash Flow Hedge Relationships:
For the Three Months Ended March 31, 2022
Interest rate contracts$(3,011)$(3,011)$— Interest and fees on loans$382 $382 $— 
Interest rate contracts3,488 3,488 — Interest on deposits(149)(149)— 
Interest rate contracts3,158 3,158 — Interest on subordinated debentures(351)(351)— 
Total$3,635 $3,635 $— $(118)$(118)$— 
For the Three Months Ended March 31, 2021
Interest rate contracts$(802)$(802)$— Interest and fees on loans$392 $392 $— 
Interest rate contracts3,463 3,463 — Interest on deposits(156)(156)— 
Interest rate contracts$3,731 3,731 Interest on subordinated debentures(422)(422)
Total$6,392 $6,392 $— $(186)$(186)$— 

The table below presents the effect of cash flow hedge accounting on the consolidated statements of income for the periods indicated:
Location and Amount of Gain (Loss) Recognized in Income
Three Months Ended
March 31,
20222021
(Dollars in thousands)Interest and fees on loansInterest on depositsInterest on subordinated debenturesInterest and fees on loansInterest on depositsInterest on subordinated debentures
Total presented on the consolidated statements of income in which the effects of cash flow hedges are recorded$32,035 $1,833 $529 $30,560 $2,063 $805 
Gain (loss) on cash flow hedging relationships
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into income$382 $(149)$(351)$392 $(156)$(422)
Amount of gain (loss) reclassified from AOCI into income - included component$382 $(149)$(351)$392 $(156)$(422)
Amount of gain (loss) reclassified from AOCI into income - excluded component$— $— $— $— $— $— 


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The table below presents the effect of the Company's derivative financial instruments that are not designated as hedging instruments on the consolidated statements of income for the periods indicated:
Location of Gain Recognized in IncomeAmount of Gain (Loss)
Recognized in Income
Three Months Ended
March 31,
(Dollars in thousands)20222021
Customer loan swapsOther expense$94 $— 
Fixed rate mortgage interest rate lock commitmentsMortgage banking income, net(459)945 
Forward delivery commitmentsMortgage banking income, net166 482 
Total $(199)$1,427 
                                                        
Credit Risk-Related Contingent Features    

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

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

As of March 31, 2022 and December 31, 2021, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for non-performance risk, related to these agreements was $5.1 million and $26.1 million, respectively. As of March 31, 2022 and December 31, 2021, the Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted cash collateral of $7.2 million and $30.7 million, respectively. If the Company had breached any of these provisions at March 31, 2022 or December 31, 2021, it could have been required to settle its obligations under the agreements at their termination value of $5.1 million and $26.1 million, respectively.

NOTE 9 – BALANCE SHEET OFFSETTING

The Company does not offset the carrying value for derivative instruments or repurchase agreements on the consolidated statements of condition. The Company nets the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be pledged or received is monitored and adjusted as necessary. Refer to Note 6 for further discussion of repurchase agreements and Note 8 for further discussion of derivative instruments.

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The following table presents the Company's derivative positions and repurchase agreements, and the potential effect of netting arrangements on its financial position, as of the dates indicated:
Gross Amount Not Offset in the Consolidated Statements of Condition
(In thousands)Gross Amount Recognized in the Consolidated Statements of ConditionGross Amount Offset in the Consolidated Statements of ConditionNet Amount Presented in the Consolidated Statements of Condition
Financial Instruments Pledged (Received)(1)
Cash Collateral Pledged (Received)(1)
Net Amount
March 31, 2022
Derivative assets:
Customer loan swaps - commercial customer(2)
$7,843 $— $7,843 $— $— $7,843 
Interest rate contracts(3)
7,898 — 7,898 — (7,898)— 
Total$15,741 $— $15,741 $— $(7,898)$7,843 
Derivative liabilities:
Customer loan swaps - dealer bank(3)
$7,937 $— $7,937 $— $3,950 $3,987 
Interest rate contracts(3)
6,426 — 6,426 — 6,426 — 
Total$14,363 $— $14,363 $— $10,376 $3,987 
Customer repurchase agreements
$237,668 $— $237,668 $237,668 $— $— 
December 31, 2021
Derivative assets:
Customer loan swaps - commercial customer(2)
$19,297 $— $19,297 $— $— $19,297 
Interest rate contracts(3)
5,589 — 5,589 — (5,529)60 
Total$24,886 $— $24,886 $— $(5,529)$19,357 
Derivative liabilities:
Customer loan swaps - dealer bank(3)
$19,485 $— 19,485 $— $19,485 $— 
Interest rate contracts(3)
7,872 — 7,872 — 6,603 1,269 
Total$27,357 $— $27,357 $— $26,088 $1,269 
Customer repurchase agreements
$211,608 $— $211,608 $211,608 $— $— 
(1)    The amount presented was the lesser of the amount pledged (received) or the net amount presented in the consolidated statements of condition.
(2)    The Company manages its net exposure on its commercial customer loan swaps by obtaining collateral as part of the normal loan policy and underwriting practices.
(3)    Interest rate swap contracts were completed with the same dealer bank. The Company maintains a master netting arrangement with each counterparty and settles collateral on a net basis for all contracts.

NOTE 10 – REGULATORY CAPITAL REQUIREMENTS
 
The Company and Bank are subject to various regulatory capital requirements administered by the FRB and the OCC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.

The Company and Bank are required to maintain certain levels of capital based on risk-adjusted assets. These capital requirements represent quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company and Bank's capital classification is also subject to qualitative judgments by our regulators about components, risk weightings and other factors. The quantitative measures established to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios of total capital, Tier 1 capital, and common equity Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets, or the leverage ratio. These requirements apply to the Company on a consolidated basis.

Under the current requirements, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier 1 risk-based capital ratio of 6.0%, a minimum common equity Tier 1 risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a capital conservation buffer consisting of common Tier 1 equity in an amount above the minimum
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risk-based capital requirements for "adequately capitalized" institutions equal to 2.5% of total risk-weighted assets, resulting in a requirement for the Company and the Bank effectively to maintain common equity Tier 1, Tier 1 and total capital ratios of 7.0%, 8.5% and 10.5%, respectively. The Company and the Bank must maintain the capital conservation buffer to avoid restrictions on the ability to pay dividends, pay discretionary bonuses and to engage in share repurchases based on the amount of the shortfall and the institution's "eligible retained income" (that is, the greater of (i) net income for the preceding four quarters, net of distributions and associated tax effects not reflected in net income and (ii) average net income over the preceding four quarters).

The Company and Bank's risk-based capital ratios exceeded regulatory requirements, including the capital conservation buffer, at March 31, 2022 and December 31, 2021, and the Bank's capital ratios met the requirements for it to be considered "well capitalized" under prompt corrective action provisions for each period. There were no changes to the Company or Bank's capital ratios that occurred subsequent to March 31, 2022 that would change the Company or Bank's regulatory capital categorization. The following table presents the Company and Bank's regulatory capital ratios at the periods indicated:
March 31,
2022		Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Provision to Be "Well Capitalized" December 31,
2021		Minimum Regulatory Capital Required for Capital Adequacy plus Capital Conservation BufferMinimum Regulatory Provision To Be "Well Capitalized"
(Dollars in thousands)AmountRatioAmountRatio
Camden National Corporation:
Total risk-based capital ratio
$532,577 14.51 %10.50 %10.00 %$522,714 14.71 %10.50 %10.00 %
Tier 1 risk-based capital ratio
497,452 13.55 %8.50 %6.00 %486,263 13.68 %8.50 %6.00 %
Common equity Tier 1 risk-based capital ratio(1)
454,452 12.38 %7.00 %N/A443,263 12.47 %7.00 %N/A
Tier 1 leverage capital ratio(1)
497,452 9.30 %4.00 %N/A486,263 8.92 %4.00 %N/A
Camden National Bank:
Total risk-based capital ratio
$496,376 13.56 %10.50 %10.00 %$488,070 13.78 %10.50 %10.00 %
Tier 1 risk-based capital ratio
461,251 12.60 %8.50 %8.00 %451,620 12.75 %8.50 %8.00 %
Common equity Tier 1 risk-based capital ratio
461,251 12.60 %7.00 %6.50 %451,620 12.75 %7.00 %6.50 %
Tier 1 leverage capital ratio
461,251 8.65 %4.00 %5.00 %451,620 8.31 %4.00 %5.00 %
(1)    “Minimum Regulatory Provisions to Be ‘Well Capitalized’” are not formally defined under applicable banking regulations for bank holding companies.

In 2006 and 2008, the Company issued $43.0 million of junior subordinated debentures in connection with the issuance of trust preferred securities. Although the junior subordinated debentures are recorded as liabilities on the Company's consolidated statements of condition, the Company is permitted, in accordance with applicable regulation, to include, subject to certain limits, the debentures within its calculation of risk-based capital. At March 31, 2022 and December 31, 2021, $43.0 million of the junior subordinated debentures were included in Tier 1 and Tier 2 capital for the Company.

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

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NOTE 11 – OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present a reconciliation of the changes in the components of other comprehensive income and loss for the periods indicated, including the amount of tax (expense) benefit allocated to each component:
For the Three Months Ended
March 31, 2022March 31, 2021
(In thousands)Pre-Tax
Amount		Tax (Expense)
Benefit		After-Tax
Amount		Pre-Tax
Amount		Tax (Expense)
Benefit		After-Tax
Amount
AFS Debt Securities:
Change in fair value $(92,753)$19,942 $(72,811)$(22,305)$4,796 $(17,509)
Net change in fair value(92,753)19,942 (72,811)(22,305)4,796 (17,509)
Cash Flow Hedges:
Change in fair value3,635 (782)2,853 6,392 (1,374)5,018 
Less: reclassified AOCI loss into interest expense(1)
(500)108 (392)(578)124 (454)
Less: reclassified AOCI gain into interest income(2)
382 (82)300 392 (84)308 
Net change in fair value3,753 (808)2,945 6,578 (1,414)5,164 
Postretirement Plans:
Amortization of settlement recognition of net loss and prior service credit(3)
232 (50)182 218 (48)170 
Other comprehensive loss$(88,768)$19,084 $(69,684)$(15,509)$3,334 $(12,175)
(1)    Reclassified into interest on deposits, borrowings and/or subordinated debentures on the consolidated statements of income. Refer to Note 8 of the consolidated financial statements for further details.
(2)    Reclassified into interest and fees on loans on the consolidated statements of income. Refer to Note 8 of the consolidated financial statements for further details.
(3)    Reclassified into other expenses on the consolidated statements of income. Refer to Note 13 of the consolidated financial statements for further details.
The following table presents the changes in each component of AOCI, after tax, for the periods indicated:
(In thousands)Net Unrealized Gains (Losses) on AFS Debt SecuritiesNet Unrealized Losses (Gains) on Cash Flow HedgesDefined Benefit Postretirement PlansAOCI
Balance at December 31, 2021$(1,173)$(1,779)$(3,277)$(6,229)
Other comprehensive (loss) income before reclassifications(72,811)2,853 187 (69,771)
Less: Amounts reclassified from AOCI— (92)5 (87)
Other comprehensive (loss) income (72,811)2,945 182 (69,684)
Balance at March 31, 2022$(73,984)$1,166 $(3,095)$(75,913)
Balance at December 31, 2020$29,310 $(4,626)$(3,944)$20,740 
Other comprehensive (loss) income before reclassifications(17,509)5,018 175 (12,316)
Less: Amounts reclassified from AOCI— (146)5 (141)
Other comprehensive (loss) income(17,509)5,164 170 (12,175)
Balance at March 31, 2021$11,801 $538 $(3,774)$8,565 

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NOTE 12 – REVENUE FROM CONTRACTS WITH CUSTOMERS

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

The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The categorization of revenues from contracts with customers that are within the scope of ASC 606 closely aligns with the presentation of revenue categories presented within non-interest income on the consolidated statements of income. The following table presents the revenue streams within the scope of ASC 606 for the periods indicated:
Location on Consolidated Statements of IncomeThree Months Ended
March 31,
(In thousands)20222021
Debit card interchange incomeDebit card income$2,924 $2,736 
Services charges on deposit accountsService charges on deposit accounts1,833 1,539 
Fiduciary services incomeIncome from fiduciary services1,631 1,526 
Investment program incomeBrokerage and insurance commissions994 953 
Other non-interest incomeOther income400 400 
Total non-interest income within the scope of ASC 606
7,782 7,154 
Total non-interest income not in scope of ASC 606
2,043 8,061 
Total non-interest income$9,825 $15,215 

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

NOTE 13 – EMPLOYEE BENEFIT PLANS
 
The Company sponsors unfunded, non-qualified SERPs for certain officers and provides medical and life insurance to certain eligible retired employees.

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

Supplemental Executive Retirement Plan:
(In thousands)Location on Consolidated Statements of IncomeThree Months Ended
March 31,
Net periodic pension cost20222021
Service costSalaries and employee benefits$133 $126 
Interest costOther expenses115 97 
Recognized net actuarial lossOther expenses216 195 
Total$464 $418 

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Other Postretirement Benefit Plan:
(In thousands)Location on Consolidated Statements of IncomeThree Months Ended
March 31,
Net periodic postretirement benefit cost
20222021
Service costSalaries and employee benefits$5 $7 
Interest costOther expenses28 26 
Recognized net actuarial lossOther expenses22 29 
Amortization of prior service creditOther expenses(6)(6)
Total$49 $56 

NOTE 14 – EPS
 
The following is an analysis of basic and diluted EPS, reflecting the application of the two-class method, as described below:
Three Months Ended
March 31,
(In thousands, except number of shares and per share data)20222021
Net income
$16,795 $19,740 
Dividends and undistributed earnings allocated to participating securities(1)
(43)(53)
Net income available to common shareholders
$16,752 $19,687 
Weighted-average common shares outstanding for basic EPS
14,741,271 14,916,387 
Dilutive effect of stock-based awards(2)
81,061 78,147 
Weighted-average common and potential common shares for diluted EPS
14,822,332 14,994,534 
Earnings per common share:  
Basic EPS$1.14 $1.32 
Diluted EPS$1.13 $1.31 
Awards excluded from the calculation of diluted EPS(3):
Performance-based awards1,027 — 
Stock options— 1,000 
(1)    Represents dividends paid and undistributed earnings allocated to non-vested stock-based awards that contain non-forfeitable rights to dividends.
(2)    Represents the assumed dilutive effect of unexercised and/or unvested stock options, restricted shares, restricted share units and contingently issuable performance-based awards utilizing the treasury stock method.
(3)    Represents stock-based awards not included in the computation of potential common shares for purposes of calculating diluted EPS as the exercise prices were greater than the average market price of the Company's common stock, and, therefore, are considered anti-dilutive.

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

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NOTE 15 – FAIR VALUE MEASUREMENT AND DISCLOSURE

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

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

Financial Instruments Recorded at Fair Value on a Recurring Basis

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

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

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

Derivatives:  The fair value of interest rate swaps is determined using inputs that are observable in the market place obtained from third parties including yield curves, publicly available volatilities, and floating indexes and, accordingly, are classified as Level 2 inputs. The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. As of March 31, 2022 and December 31, 2021, the credit valuation adjustment on the overall valuation of its derivative positions and was not significant to the overall valuation of its derivatives, and, thus, the Company's interest rate swaps were classified as Level 2.

The fair value of the Company's fixed rate interest rate lock commitments were determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, adjusted for the Company's pull-through rate estimate (i.e. estimate of loans within its loan pipeline that will ultimately complete the origination process and be funded). The Company has classified its fixed rate interest rate lock commitments as Level 2, as the quoted secondary market prices are the
35

more significant input, and, although the Company's internal pull-through rate estimate is a Level 3 estimate, it is less significant to the ultimate valuation.

The fair value of the Company's forward delivery commitments is determined using secondary market pricing for loans with similar structures, including term, rate and borrower credit quality, and the locked and agreed to price with the secondary market investor. The Company has classified its fixed rate interest rate lock commitments as Level 2.
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The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, for the dates indicated:
(In thousands)Fair
Value		Readily
Available
Market
Prices
(Level 1)		Observable
Market
Data
(Level 2)		Company
Determined
Fair Value
(Level 3)
March 31, 2022   
Financial assets:   
Trading securities$4,124 $4,124 $— $— 
AFS debt securities:  
Obligations of U.S. government-sponsored enterprises7,670 — 7,670 — 
Obligations of states and political subdivisions111,956 — 111,956 — 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises960,838 — 960,838 — 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises319,891 — 319,891 — 
Subordinated corporate bonds21,454 — 21,454 — 
Loans held for sale6,705 — 6,705 — 
Customer loan swaps7,843 — 7,843 — 
Interest rate contracts7,898 — 7,898 — 
Fixed rate mortgage interest rate lock commitments134 — 134 — 
Forward delivery commitments246 — 246 — 
Financial liabilities:  
Trading securities$4,124 $4,124 $— $— 
Customer loan swaps7,937 — 7,937 — 
Interest rate contracts6,426 — 6,426 — 
Fixed rate mortgage interest rate lock commitments313 — 313 — 
December 31, 2021   
Financial assets:   
Trading securities$4,428 $4,428 $— $— 
AFS debt securities:
Obligations of U.S. government-sponsored enterprises 8,344 — 8,344 — 
Obligations of states and political subdivisions117,478 — 117,478 — 
Mortgage-backed securities issued or guaranteed by U.S. government-sponsored enterprises1,000,257 — 1,000,257 — 
Collateralized mortgage obligations issued or guaranteed by U.S. government-sponsored enterprises358,849 — 358,849 — 
Subordinated corporate bonds22,558 — 22,558 — 
Loans held for sale5,815 — 5,815 — 
Customer loan swaps19,297 — 19,297 — 
Interest rate contracts5,589 — 5,589 — 
Fixed rate mortgage interest rate lock commitments371 — 371 — 
Forward delivery commitments86 — 86 — 
Financial liabilities:  
Trading securities$4,428 $4,428 $— $— 
Customer loan swaps19,485 — 19,485 — 
Interest rate contracts7,872 — 7,872 — 
Fixed rate mortgage interest rate lock commitments91 — 91 — 
Forward delivery commitments6 — 6 — 

 The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2022. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in transfer between levels.

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

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

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

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Non-financial assets measured at fair value on a non-recurring basis consist of OREO, goodwill and core deposit intangible assets. 

OREO: OREO properties acquired through foreclosure or deed in lieu of foreclosure are recorded at net realizable value, which is the fair value of the real estate, less estimated costs to sell. Any write-down of the recorded investment in the related loan is charged to the ACL upon transfer to OREO. Upon acquisition of a property, a current appraisal is used or an internal valuation is prepared to substantiate fair value of the property. After foreclosure, management periodically, but at least annually, obtains updated valuations of the OREO properties and, if additional impairments are deemed necessary, the subsequent write-downs for declines in value are recorded through a valuation allowance and a provision for credit losses charged to other non-interest expense within the consolidated statements of income. As management considers appropriate, adjustments are made to the appraisal obtained for the OREO property to account for recent sales activity of comparable properties, changes in the condition of the property, and changes in market conditions. These adjustments are not observable in an active market and are classified as Level 3. At March 31, 2022 and December 31, 2021, the Company did not have any OREO properties.

Goodwill: Goodwill represents the excess cost of an acquisition over the fair value of the net assets acquired. The fair value of goodwill is estimated by utilizing several standard valuation techniques, including discounted cash flow analyses, bank merger multiples, and/or an estimation of the impact of business conditions and investor activities on the long-term value of the goodwill. Should an impairment occur, the associated goodwill is written-down to fair value and the impairment charge is recorded within non-interest expense in the consolidated statements of income. The Company conducts an annual impairment test of goodwill in the fourth quarter each year, or more frequently as necessary. There have been no indications or triggering events during the three months ended March 31, 2022, for which management believes it is more likely than not that goodwill is impaired.

Core Deposit Intangible Assets: The Company's core deposit intangible assets represent the estimated value of acquired customer relationships and are amortized over the estimated life of those relationships. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no events or changes in circumstances for the three months ended March 31, 2022, that indicated the carrying amount may not be recoverable.

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The table below highlights financial and non-financial assets measured and recorded at fair value on a non-recurring basis for the dates indicated:
(In thousands)Fair
Value		Readily
Available
Market
Prices
(Level 1)		Observable
Market
Data
(Level 2)		Company
Determined
Fair Value
(Level 3)
March 31, 2022   
Financial assets:   
Collateral-dependent loans$111 $— $— $111 
December 31, 2021   
Financial assets:   
Collateral-dependent loans$73 $— $— $73 

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis for the dates indicated:
(Dollars in thousands)
Fair ValueValuation MethodologyUnobservable InputDiscount
March 31, 2022    
Collateral-dependent loans:    
Specifically reserved$71 Market approach appraisal of
   collateral		Estimated selling costs18%
Partially charged-off
$40 Market approach appraisal of
   collateral		Estimated selling costs11%
December 31, 2021
Collateral-dependent loans
Specifically reserved$73 Market approach appraisal of collateralEstimated selling costs11%


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The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the dates indicated:
Carrying
Amount		Fair ValueReadily
Available
Market
Prices
(Level 1)		Observable
Market
Prices
(Level 2)		Company
Determined
Market
Prices
(Level 3)
March 31, 2022
Financial assets:     
HTM debt securities$1,290 $1,300 $— $1,300 $— 
Commercial real estate loans(1)(2)
1,484,979 1,475,338 — — 1,475,338 
Commercial loans(2)
398,514 396,965 — — 396,965 
SBA PPP loans(2)
6,307 6,527 — — 6,527 
Residential real estate loans(2)
1,385,723 1,322,230 — — 1,322,230 
Home equity loans(2)
208,212 205,317 — — 205,317 
Consumer loans(2)
18,713 16,826 — — 16,826 
Servicing assets2,494 4,191 — — 4,191 
Financial liabilities:     
Time deposits$349,875 $345,693 $— $345,693 $— 
Short-term borrowings237,668 237,622 — 237,622 — 
Subordinated debentures44,331 32,805 — 32,805 — 
December 31, 2021
Financial assets:
HTM debt securities$1,291 $1,380 $— $1,380 $— 
Commercial real estate loans(1)(2)
1,474,087 1,435,794 — — 1,435,794 
Commercial loans(2)
359,512 356,463 — — 356,463 
SBA PPP loans(2)
35,934 37,133 — — 37,133 
Residential real estate loans(2)
1,300,314 1,297,592 — — 1,297,592 
Home equity loans(2)
208,934 205,920 — — 208,934 
Consumer loans(2)
19,437 17,551 — — 17,551 
Servicing assets2,471 3,310 — — 3,310 
Financial liabilities:
Time deposits$409,668 $409,264 $— $409,264 $— 
Short-term borrowings211,608 211,586 — 211,586 — 
Subordinated debentures44,331 33,248 — 33,248 — 
(1)    Commercial real estate loan includes non-owner-occupied and owner-occupied properties.
(2)    The presented carrying amount is net of the allocated ACL on loans.

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

The Company considers its financial instruments' current use to be the highest and best use of the instruments.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS
 
The discussions set forth below and in the documents we incorporate by reference herein contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, exceptions, goals, projections, and statements, which are subject to numerous risks, assumptions, and uncertainties. Forward-looking statements can be identified by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “target,” 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:
 
•weakness in the United States economy in general and the regional and local economies within the New England region and Maine, which could result in a deterioration of credit quality, an increase in the allowance for credit losses or a reduced demand for the Company’s credit or fee-based products and services;
•changes in trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
•inflation, interest rate, market, and monetary fluctuations;
•ongoing competition in the labor markets and increased employee turnover;
•competitive pressures, including continued industry consolidation and the increased financial services provided by non-banks;
•the effects of climate change on the Company and its customers, borrowers or service providers;
•the effects of civil unrest, international hostilities or other geopolitical events;
•deterioration in the value of the Company's investment securities;
•volatility in the securities markets that could adversely affect the value or credit quality of the Company’s assets, impairment of goodwill, or the availability and terms of funding necessary to meet the Company’s liquidity needs;
•changes in information technology and other operational risks, including cybersecurity, that require increased capital spending;
•changes in consumer spending and savings habits;
•changes in tax, banking, securities and insurance laws and regulations; and
•changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Financial Accounting Standards Board ("FASB"), and other accounting standard setters.

In addition, statements about the potential effects of the COVID-19 pandemic on the Company's businesses and results of operations and financial conditions may constitute forward-looking statements. Such statements may include, but are not limited to, statements concerning:

•the continued effectiveness of our Pandemic Work Group;
•our continuing ability to staff our branches and keep our branches open;
•the continuing strength of our capital and liquidity positions;
•our continued ability to access sources of contingent liquidity; and
•the continuing strength of the asset quality in our lending portfolios;
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These statements are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and the Company.

You should carefully review all of these factors, and be aware that there may be other factors that could cause differences, including the risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated by the Company's quarterly reports on Form 10-Q, including this report, and other filings with the Securities and Exchange Commission. Readers should carefully review the risk factors described therein and should not place undue reliance on our forward-looking statements.
 
These forward-looking statements were based on information, plans and estimates at the date of this report, and we undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except to the extent required by applicable law or regulation.
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NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP

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

Return on Average Tangible Equity: Return on average tangible equity is the ratio of (i) net income, adjusted for (a) tax effected amortization of core deposit intangible assets and (b) goodwill impairment, as necessary, to (ii) average shareholders' equity, adjusted for average goodwill and core deposit intangible assets. This adjusted financial ratio reflects a shareholders' return on tangible capital deployed in our business and is a common measure within the financial services industry.
Three Months Ended
March 31,
(Dollars in thousands)20222021
Net income, as presented$16,795 $19,740 
Add: amortization of core deposit intangible assets, net of tax(1)
123 130 
Net income, adjusted for amortization of core deposit intangible assets
$16,918 $19,870 
Average equity, as presented$525,438 $533,645 
Less: average goodwill and core deposit intangible assets
(96,815)(97,463)
Average tangible equity$428,623 $436,182 
Return on average equity12.96 %15.00 %
Return on average tangible equity16.01 %18.47 %
(1)     Assumed a 21% tax rate.

Efficiency Ratio. The efficiency ratio represents an approximate measure of the cost required for the Company to generate a dollar of revenue. This is a common measure within the financial services industry and is a key ratio for evaluating Company performance. The efficiency ratio is calculated as the ratio of (i) total non-interest expense, adjusted for certain operating expenses, as necessary, to (ii) net interest income on a tax equivalent basis plus total non-interest income, adjusted for certain other income items, as necessary.
Three Months Ended
March 31,
(Dollars in thousands)20222021
Non-interest expense, as presented$26,209 $24,899 
Less: prepayment penalty on borrowings— (514)
Adjusted non-interest expense$26,209 $24,385 
Net interest income, as presented$36,365 $32,364 
Add: effect of tax-exempt income(1)
226 271 
Non-interest income, as presented9,825 15,215 
Adjusted net interest income plus non-interest income$46,416 $47,850 
Ratio of non-interest expense to total revenues(2)
56.74 %52.33 %
Efficiency ratio56.47 %50.96 %
(1)     Assumed a 21% tax rate.
(2)    Revenue is the sum of net interest income and non-interest income.

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Net Interest Income (Fully-Taxable Equivalent). Net interest income on a fully-taxable equivalent basis is net interest income plus the taxes that would have been paid had tax-exempt securities been taxable. This number attempts to enhance the comparability of the performance of assets that have different tax liabilities. This is a common measure within the financial services industry and is used within the calculation of net interest margin on a fully-taxable equivalent basis.
 Three Months Ended
March 31,
(In thousands)20222021
Net interest income, as presented$36,365 $32,364 
Add: effect of tax-exempt income(1)
226 271 
Net interest income (fully-taxable equivalent)$36,591 $32,635 
(1)     Assumed a 21% tax rate.

Earnings before Income Taxes and Provision, and Earnings before Income Taxes, Provision and SBA PPP Loan Income. Earnings before income taxes and provision, and earnings before income taxes, provision and SBA PPP loan income are each a supplemental measure of operating earnings and performance. Earnings before income taxes and provision is calculated as net income before provision for credit losses and income tax expense, and earnings before income taxes, provision and SBA PPP loan income is calculated as net income before provision for credit losses, income tax expense and SBA PPP loan income. These supplemental measures have become more widely used by financial institutions as a measure of financial performance for comparability across financial institutions due to the impact of the COVID-19 pandemic on the provision for credit losses, as well as the origination of SBA PPP loans in response to the COVID-19 pandemic that are not a recurring and sustainable source of revenues for financial institutions.
Three Months Ended
March 31,
(In thousands)20222021
Net income, as presented$16,795 $19,740 
Add: income tax expense, as presented4,261 4,896 
Add: provision (credit) for credit losses, as presented(1,075)(1,956)
Earnings before income taxes and provision for credit losses$19,981 $22,680 
Less: SBA PPP loan income(1,033)(1,877)
Earnings before income taxes, provision for credit losses and SBA PPP Loan income$18,948 $20,803 

Adjusted Yield on Interest-Earning Assets. Adjusted yield on interest-earning assets normalizes the Company's reported yield on interest-earning assets for certain unusual, non-recurring items, including: (i) the impact of SBA PPP loans and (ii) excess cash/liquidity held by the Company, primarily due to Federal stimulus programs and changes in the FRB cash holding requirements for financial institutions both in response to COVID-19.
Three Months Ended
March 31,
20222021
Yield on interest-earning assets, as presented3.07 %3.15 %
Add: effect of excess liquidity on yield on interest-earning assets0.04 %0.10 %
Less: effect of SBA PPP loans on yield on interest-earning assets(0.07)%(0.06)%
Adjusted yield on interest-earning assets3.04 %3.19 %
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Adjusted Net Interest Margin (Fully-Taxable Equivalent). Adjusted net interest margin on a fully-taxable equivalent basis normalizes the Company's reported net interest margin on a fully-taxable equivalent basis for certain unusual, non-recurring items, including: (i) the impact of SBA PPP loans and (ii) excess cash/liquidity held by the Company, primarily due to Federal stimulus programs and changes in the FRB cash holding requirements for financial institutions both in response to COVID-19.
Three Months Ended
March 31,
20222021
Net interest margin (fully-taxable equivalent), as presented2.87 %2.88 %
Add: effect of excess liquidity on net interest margin (fully-taxable equivalent)0.04 %0.10 %
Less: effect of SBA PPP loans on net interest margin (fully-taxable equivalent)(0.07)%(0.07)%
Adjusted net interest margin (fully-taxable equivalent)2.84 %2.91 %
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Allowance for Credit Losses (“ACL”) on Loans to Total Loans, excluding SBA PPP Loans. ACL on loans to total loans, excluding SBA PPP loans, is calculated as (i) ACL on loans, adjusted for the ACL allocated to SBA PPP loans, to (ii) total loans, adjusted to exclude SBA PPP loans. SBA PPP loans were provided to qualifying businesses as part of the federal government stimulus package issued in response to the COVID-19 pandemic. These loans are fully-guaranteed by the SBA, and may even be forgiven in full or in part, and, thus, present little to no credit risk to the Company. By excluding the impact of the SBA PPP loans, the ratio attempts to be more comparable with prior periods and demonstrates the level of loan loss reserves established on the Company's loans originated as part of its ordinary operations and credit underwriting standards.
(In thousands)December 31,
20212020
Total Loans, excluding SBA PPP Loans:
Total loans, as presented$3,431,474$3,219,822
Less: SBA PPP loans(35,953)(135,095)
Total loans, excluding SBA PPP loans$3,395,521$3,084,727
ACL on Loans to Total Loans, excluding SBA PPP Loans:
ACL on loans, as presented$33,256$37,865
Less: ACL on loans allocated to SBA PPP loans(18)(69)
Adjusted ACL on loans$33,238$37,796
ACL on loans to total loans0.97%1.18%
ACL on loans to total loans, excluding SBA PPP loans0.98%1.23%

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

Tangible Common Equity Ratio. Tangible common equity is the ratio of (i) shareholders’ equity less goodwill and other intangible assets to (ii) total assets less goodwill and other intangible assets. This ratio is a measure used within the financial services industry to assess a company's capital adequacy.
(In thousands, except number of shares, per share data and ratios)March 31,
2022		December 31,
2021
Tangible Book Value Per Share:
Shareholders’ equity, as presented$482,446 $541,294 
Less: goodwill and other intangible assets(96,729)(96,885)
Tangible shareholders’ equity$385,717 $444,409 
Shares outstanding at period end14,746,410 14,739,956 
Book value per share$32.72 $36.72 
Tangible book value per share$26.16 $30.15 
Tangible Common Equity Ratio:
Total assets$5,420,415 $5,500,356 
Less: goodwill and other intangible assets(96,729)(96,885)
Tangible assets$5,323,686 $5,403,471 
Common equity ratio8.90 %9.84 %
Tangible common equity ratio7.25 %8.22 %



46

Core Deposits. Core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates core deposits as total deposits (as reported on the consolidated statements of condition) less certificates of deposit and brokered deposits. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.
(In thousands)March 31,
2022		December 31, 2021
Total deposits$4,576,664 $4,608,889 
Less: certificates of deposit(299,865)(309,648)
Less: brokered deposits(161,302)(208,468)
Core deposits$4,115,497 $4,090,773 

Average Core Deposits. Average core deposits are used by management to measure the portion of the Company's total deposits that management believes to be more stable and at a lower interest rate cost. The Company calculates average core deposits as total deposits (as disclosed on the Average Balance, Interest and Yield/Rate Analysis tables) less certificates of deposit. Management believes core deposits is a useful measure to assess the Company's deposit base, including its potential volatility.
Three Months Ended
March 31,
(In thousands)20222021
Total average deposits$4,380,035 $3,770,314 
Less: average certificates of deposit(304,720)(351,555)
Average core deposits$4,075,315 $3,418,759 

Total Loans, Excluding SBA PPP loans. Total loans, excluding SBA PPP loans is used by management to measure the Company's core loan portfolio. The Company calculates total loans, excluding SBA PPP loans as total loans (as reported on the consolidated statements of condition) less SBA PPP loans.
(In thousands)March 31,
2022		December 31,
2021
Total loans, as presented$3,534,218 $3,431,474 
Less: SBA PPP loans(6,311)(35,953)
Total loans, excluding SBA PPP loans$3,527,907 $3,395,521 

CRITICAL ACCOUNTING POLICIES

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

There have been no material changes to the Company's critical accounting policies as disclosed within its Annual Report on Form 10-K for the year ended December 31, 2021. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2021, for discussion of the Company's critical accounting policies.

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

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GENERAL OVERVIEW

Camden National Corporation (hereafter referred to as “we,” “our,” “us,” or the “Company”) is a publicly-held bank holding company, with approximately $5.5 billion in assets at March 31, 2022, incorporated under the laws of the State of Maine and headquartered in Camden, Maine. Camden National Bank (the "Bank"), a wholly-owned subsidiary of the Company, was founded in 1875. The Company was founded in 1984, went public in 1997 and is now registered with NASDAQ Global Market (“NASDAQ”) under the ticker symbol "CAC."

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

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

EXECUTIVE OVERVIEW
 
Operating Results. Net income for the first quarter of 2022 was $16.8 million, a decrease of $2.9 million, or 15%, compared to the first quarter of 2021, and diluted EPS decreased correspondingly $0.18, or 14%, to $1.13 for the first quarter of 2022 compared to the same period last year. Earnings before income taxes and provision expense (non-GAAP) for the first quarter of 2022 was $20.0 million, a decrease of $2.7 million, or 12%, between periods, and earnings before income taxes, provision expense and SBA PPP loan income decreased $1.9 million, or 9%, between periods.

Revenues (defined as the sum of net interest income and non-interest income) for the first quarter of 2022 totaled $46.2 million, a decrease of $1.4 million, or 3%, compared to the first quarter of 2021.
•Mortgage banking income decreased $6.1 million between periods as total residential mortgage activity slowed considerably coming off of record highs the past two years as mortgage rates have risen in anticipation of sharp Federal Fund Rate hikes in 2022 to curb inflationary pressures, combined with aggressive local market competition and low housing inventories. The combination of these factors created a challenging environment to drive salable residential mortgage activity resulting in sold loan production for the first quarter of 2022 of 23%. For the first quarter of 2021, our strategy was to sell the majority of its residential mortgage production and was successfully able to do so at that time given the market conditions. For the first quarter of 2021, we sold 66% of our residential mortgage production.
•Net interest income increased $4.0 million between periods, partially offsetting the impact of lower mortgage banking income between periods. The increase was driven by strong average interest-earning asset growth over the course of the year of $562.5 million, or 12%. Average investments grew to $1.5 billion for the first quarter of 2022, up 43% over the first quarter of 2021 as the Company deployed its excess liquidity built-up from strong deposit growth into investments. Average loan grew to $3.5 billion, up 7% over the first quarter of 2021.

A credit for credit losses (or "negative" provision expense) of $1.1 million was reported for the first quarter of 2022, compared to a $2.0 million credit for credit losses for the first quarter of 2021. While loan growth was strong for the first quarter of 2022 at 3% (or 4% excluding SBA PPP loans (non-GAAP)), the Company released $1.9 million of additional reserves that were previously established for certain commercial real estate loans that received COVID-19 modifications at the onset of the pandemic, which offset provisions that would have otherwise been established as a result of the loan growth. As of March 31, 2022, there were $3.2 million of additional reserves provided for COVID-19 modifications which the Company anticipates will be released over the coming quarters.

Non-interest expense for the first quarter of 2022 totaled $26.2 million, an increase of $1.3 million, or 5%, over the first quarter of 2021. The increase was primarily driven by an increase in compensation-related expenses, which were 7% higher than in the first quarter of 2021. The increase was expected given the effect of normal merit cycles during this period, as well an off-cycle merit increase to address inflationary pressures for our employees and the competitive labor market which became effective in October 2021. We offset a portion of the impact of increasing wages by suspending the Company's profit sharing contribution to employees' 401(k) accounts, effective January 1, 2022.
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Other key financial metrics for the periods indicated were as follows:
Three Months Ended
March 31,
20222021
Return on average assets (annualized)1.26 %1.62 %
Return on average equity (annualized)12.96 %15.00 %
Return on average tangible equity (annualized) (non-GAAP) 16.01 %18.47 %
Ratio of non-interest expense to total revenues56.74 %52.33 %
Efficiency ratio (non-GAAP)56.47 %50.96 %
Overhead ratio (non-interest expense divided by average assets) (annualized) 1.93 %2.02 %

Asset Quality. As of March 31, 2022, the Company's asset quality metrics remained very strong with non-performing assets of 0.12% of total assets and loans 30-89 days past due of 0.04% of total loans. In comparison, at December 31, 2021, non-performing assets were 0.13% of total assets, and loans 30-89 days past due were 0.04% of total loans.

Capital Position. A decrease in the market value of the AFS investment portfolio due to the sharp rise in interest rates during the first quarter of 2022 drove a decrease in shareholders' equity for the period, and, correspondingly, a decrease in capital ratios, including: (1) shareholders' equity to total assets position decreased 94 basis points during the quarter to 8.90% and tangible common equity ratio (non-GAAP) decreased 97 basis points to 7.25% at March 31, 2022; and (2) book value per share decreased 11% to $32.72 and tangible book value per share (non-GAAP) decreased 13% to $26.16 at March 31, 2022. Despite the decrease in these ratios, the Company's capital position remains strong as evidenced by each of our regulatory capital ratios being well in excess of regulatory capital requirements at March 31, 2022.

In the first quarter of 2022, the Company initiated a new share repurchase program for up to 750,000 shares of its common stock, or approximately 5% of the Company's shares outstanding. This share repurchase program replaces the program that terminated in January 2021. For the three months ended March 31, 2022, the Company repurchased 13,086 shares at a weighted-average price of $46.51 per share.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Net interest income is the interest earned on loans, securities, and other interest-earning assets, adjusted for net loan fees, origination costs, and accretion or amortization of fair value marks on loans and/or CDs created in purchase accounting, less the interest paid on interest-bearing deposits and borrowings. Net interest income is our largest source of revenue, which is defined as the sum of net interest income and non-interest income. For the quarter ended March 31, 2022, net interest income was 79% of total revenues, compared to 68% for the quarter ended March 31, 2021. Net interest income is affected by several factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies and competitive conditions, the volume and mix of interest-earning assets and liabilities, and the level of non-performing assets.

For the quarter ended March 31, 2022, net interest income on a fully-taxable equivalent basis (non-GAAP) was $35.6 million, an increase of $4.0 million, or 12%, compared to the quarter ended March 31, 2021. The increase between periods was driven by a $3.4 million, or 10%, increase in interest income on a fully-taxable equivalent basis and a decrease in interest expense of $531,000, or 18%.
•The increase in interest income on a fully-taxable equivalent basis was driven by average interest-earning asset growth of $562.5 million, or 12%, between periods, which included average loan growth of $213.6 million, or 7%, and average investments growth of $459.7 million, or 43%. Our average loan growth between periods was concentrated in: (1) residential real estate, which grew $264.3 million, or 24%, as, beginning in the second quarter of 2021, the Company strategically shifted to hold more of its residential mortgage activity within its loan portfolio, and (2) commercial real estate, which grew $106.5 million, or 8%, offsetting (3) decreasing average SBA PPP loan balances of $133.2 million as borrowers take advantage of loan forgiveness.
Average loan growth between periods offset the impact of lower asset yields for the quarter ended March 31, 2022 of 3.07%, compared to 3.15% for the quarter ended March 31, 2021. The decrease in asset yields between periods reflects the low interest rate environment as new assets fund and existing assets reprice.
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Excluding SBA PPP loans, average loan balances grew 11% between periods and interest income on a fully-taxable equivalent basis increased $4.3 million, or 13%.
•The decrease in interest expense was driven by a decrease in funding costs of 8 basis points between periods to 0.21% for the quarter ended March 31, 2022. Over the period, average deposits grew $609.7 million, or 16%, while average borrowings decreased $93.6 million, or 18%. This change in funding mix, along with the ability to lower interest rates on more interest-rate sensitive products, such as money markets, CDs and brokered deposits, drove the decrease in funding costs between periods.

For the quarter ended March 31, 2022, net interest margin on a fully-taxable equivalent basis was 2.87%, a decrease of 1 basis point compared to the quarter ended March 31, 2021. For the same period, the adjusted net interest margin on a fully-taxable equivalent basis (non-GAAP), which excludes the impact of SBA PPP loans and excess cash, for the quarter ended March 31, 2022, was 2.84%, compared to 2.91% for the quarter ended March 31, 2021.

The following table presents average balances, interest income, interest expense, and the corresponding average yields earned and cost of funds, as well as net interest income, net interest rate spread and net interest margin on a fully-taxable basis for the followings periods:
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Quarterly Average Balance, Interest and Yield/Rate Analysis
Three Months Ended
March 31, 2022March 31, 2021
(Dollars in thousands)Average BalanceInterestYield/RateAverage BalanceInterestYield/Rate
Assets
Interest-earning assets:
 Interest-bearing deposits in other banks and other interest-earning assets$100,002 $33 0.13 %$210,844 $47 0.09 %
Investments - taxable1,409,567 6,026 1.71 %946,456 4,054 1.71 %
Investments - nontaxable(1)
115,021 967 3.36 %118,469 922 3.11 %
Loans(2):
Commercial real estate1,489,304 13,559 3.64 %1,382,794 12,374 3.58 %
Commercial(1)
372,910 3,302 3.54 %346,008 3,345 3.82 %
SBA PPP21,687 1,033 19.05 %154,900 1,877 4.85 %
Municipal(1)
15,221 130 3.46 %24,133 198 3.33 %
Residential real estate1,347,427 11,652 3.46 %1,083,101 10,078 3.72 %
Consumer and home equity226,731 2,382 4.26 %268,711 2,764 4.17 %
Total loans3,473,280 32,058 3.70 %3,259,647 30,636 3.76 %
Total interest-earning assets5,097,870 39,084 3.07 %4,535,416 35,659 3.15 %
Cash and due from banks47,820 51,554 
Other assets308,524 388,345 
Less: ACL(33,111)(37,926)
Total assets$5,421,103 $4,937,389 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking$1,199,456 $— — %$817,631 $— — %
Interest checking1,414,704 664 0.19 %1,289,511 612 0.19 %
Savings750,899 76 0.04 %626,591 64 0.04 %
Money market710,256 518 0.30 %685,026 523 0.31 %
Certificates of deposit304,720 338 0.45 %351,555 549 0.63 %
Total deposits4,380,035 1,596 0.15 %3,770,314 1,748 0.19 %
Borrowings:
Brokered deposits176,399 237 0.55 %284,620 315 0.45 %
Customer repurchase agreements208,147 129 0.25 %165,721 121 0.29 %
Subordinated debentures44,331 529 4.84 %59,331 805 5.50 %
Other borrowings1,613 2 0.39 %14,444 35 0.99 %
Total borrowings430,490 897 0.85 %524,116 1,276 0.99 %
Total funding liabilities4,810,525 2,493 0.21 %4,294,430 3,024 0.29 %
Other liabilities85,140 109,314 
Shareholders' equity525,438 533,645 
Total liabilities & shareholders' equity$5,421,103 $4,937,389 
Net interest income (fully-taxable equivalent)36,591 32,635 
Less: fully-taxable equivalent adjustment(226)(271)
Net interest income$36,365 $32,364 
Net interest rate spread (fully-taxable equivalent)2.86 %2.86 %
Net interest margin (fully-taxable equivalent)2.87 %2.88 %
Adjusted net interest margin (fully-taxable equivalent) (non-GAAP)2.84 %2.91 %
(1)    Reported on tax-equivalent basis calculated using a 21% tax rate, including certain commercial loans.
(2)    Non-accrual loans and loans held for sale are included in total average loans.

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The following table presents certain information on a fully-taxable equivalent basis regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to rate and volume. The (a) changes in volume (change in volume multiplied by prior period's rate), (b) changes in rates (change in rate multiplied prior period's volume), and (c) changes in rate/volume (change in rate multiplied by the change in volume), which is allocated to the change due to rate column.
Three Months Ended
March 31, 2022 vs. March 31, 2021
Increase (Decrease) Due to:Net Increase (Decrease)
(In thousands)VolumeRate
Interest-earning assets:      
Interest-bearing deposits in other banks and other interest-earning assets
$(25)$11 $(14)
Investments – taxable
1,980 (8)1,972 
Investments – nontaxable
(27)72 45 
Commercial real estate
953 232 1,185 
Commercial
259 (302)(43)
SBA PPP
(1,614)770 (844)
Municipal
(73)5 (68)
Residential real estate
2,458 (884)1,574 
Consumer and home equity
(432)50 (382)
Total interest income (fully-taxable equivalent)
3,479 (54)3,425 
Interest-bearing liabilities:
Interest checking
59 (7)52 
Savings
12 — 12 
Money market
19 (24)(5)
Certificates of deposit
(73)(138)(211)
Brokered deposits
(120)42 (78)
Customer repurchase agreements
31 (23)8 
Subordinated debentures
(203)(73)(276)
Other borrowings
(31)(2)(33)
Total interest expense(306)(225)(531)
Net interest income (fully-taxable equivalent)
$3,785 $171 $3,956 

Net interest income on a fully-taxable equivalent basis included the following for the periods indicated:
Income Statement LocationThree Months Ended
March 31,
(In thousands)20222021
Loan fees(1)
Interest income$1,081 $1,440 
Net fair value mark accretion from purchase accounting
Interest income and Interest expense81 234 
Recoveries on previously charged-off acquired loans
Interest income145 25 
Total$1,307 $1,699 
(1)    As of March 31, 2022 and December 31, 2021, there were $220,000 and $1.2 million of SBA PPP loan origination fees yet to be recognized, respectively.

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Credit for Credit Losses

The credit for credit losses (i.e., "negative" provision for credit losses) was made up of the following components for the periods indicated:
Three Months Ended
March 31,		Change
(Dollars in thousands)20222021$%
Credit for loan losses$(1,236)$(1,854)$618 (33)%
Provision (credit) for credit losses on off-balance sheet credit exposures161 (102)263 N.M.
Credit for credit losses$(1,075)$(1,956)$881 (45)%

For the quarter ended March 31, 2022, a negative provision for credit losses on loans was recorded, as $1.9 million of additional reserves that were established on certain loans in response to COVID-19 modifications due to their heightened credit risk were released, which more than offset the provision expense that would have otherwise been required on $102.7 million, or 3%, loan growth during the quarter.

For the quarter ended March 31, 2021, a release of provision for loan losses of $1.9 million was recorded, which reflected the Company's overall asset quality strength at that time and an improvement in its macroeconomic outlook over its four quarter forecast period within its CECL model.

Annualized net charge-offs for the quarter ended March 31, 2022 and 2021, were 0.03% of average loans for both periods.
Non-Interest Income

The following table presents the components of non-interest income for the periods indicated:
 Three Months Ended
March 31,		Change
(Dollars in thousands)20222021$%
Mortgage banking income, net(1)
$1,034 $7,109 $(6,075)(85)%
Debit card income2,924 2,736 188 7 %
Income from fiduciary services
1,631 1,526 105 7 %
Service charges on deposit accounts1,833 1,539 294 19 %
Brokerage and insurance commissions994 953 41 4 %
Bank-owned life insurance
576 594 (18)(3)%
Other income
833 758 75 10 %
Total non-interest income$9,825 $15,215 $(5,390)(35)%
Non-interest income as a percentage of total revenues
21 %32 %
(1)    Mortgage banking income, net: The decrease in mortgage banking income, net for the quarter ended March 31, 2022, compared to the quarter ended March 31, 2021 was driven by a decrease in residential mortgage sales to the secondary market between periods. For the quarter ended March 31, 2022, the Company sold $46.6 million, or 23%, of its residential mortgage production, compared to $192.6 million, or 66%, for the quarter ended March 31, 2021. Residential mortgage activity was very strong in the first quarter of 2021 as mortgage interest rates were near record lows driving both purchase and refinance activity and the Company's strategy was to sell the majority of its production at that time. In the first quarter of 2022, interest rates increased sharply as the market's interest rate expectations shifted driving higher residential mortgage interest. The combination of higher interest rates, strong local market competition, low housing inventory and a shift in strategy between periods drove a decrease in salable volume to the secondary market. The Company anticipates the majority of its residential mortgage production will be held in its loan portfolio over coming quarters.

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Non-Interest Expense

The following table presents the components of non-interest expense for the periods indicated:
 Three Months Ended
March 31,		Change
(Dollars in thousands)20222021$%
Salaries and employee benefits(1)
$15,506 $14,522 $984 7 %
Furniture, equipment and data processing3,132 3,027 105 3 %
Net occupancy costs
2,144 1,951 193 10 %
Debit card expense
1,066 986 80 8 %
Consulting and professional fees
1,007 863 144 17 %
Regulatory assessments655 503 152 30 %
Amortization of core deposit intangible assets
156 164 (8)(5)%
Other real estate owned and collection (recoveries) costs, net(85)(191)106 (55)%
Other expenses(2)
2,628 3,074 (446)(15)%
Total non-interest expense
$26,209 $24,899 $1,310 5 %
Ratio of non-interest expense to total revenues56.74 %52.33 %
Efficiency ratio (non-GAAP)56.47 %50.96 %
(1)    Salaries and employee benefits: The increase for the quarter ended March 31, 2022 compared to the quarter ended March 2021 was driven by higher salary costs of 11% due to normal merit cycles and an off-cycle merit increase in October 2021 to address inflationary pressures for our employees and the competitive labor market. Higher salary costs were partially offset by suspending the discretionary profit sharing plan for employees, effective January 1, 2022.
(2)    Other expenses: The decrease for the quarter ended March 31, 2022, compared to the quarter ended March 31, 2021, was primarily driven by a one-time prepayment penalty of $514,000 upon the termination of a long-term FHLBB borrowing.

FINANCIAL CONDITION

Cash and Cash Equivalents

Total cash and cash equivalents at March 31, 2022, were $139.4 million, compared to $220.6 million at December 31, 2021. The decrease in cash and cash equivalents' balances of $81.2 million during the three months ended March 31, 2022, was driven by loan growth of $102.7 million, or 3%, over this same period We continually monitor our cash levels as part of our liquidity risk management practices.

Investments

The Company utilizes the investment portfolio to manage liquidity, interest rate risk, and regulatory capital, as well as to take advantage of market conditions to generate returns without undue risk. At March 31, 2022 and December 31, 2021, the Company’s investment portfolio generally consists of MBS, CMO, municipal and corporate debt securities, FHLBB and FRB common stock, and mutual funds held in a rabbi trust for its executive and director nonqualified retirement plans. We designate our debt securities as AFS or HTM based on our intent and investment strategy and are carried at fair value or amortized cost, respectively, our FHLBB and FRB common stock is carried at cost, and our mutual funds are designated as trading securities and are carried at fair value.

At March 31, 2022, the Company's investments portfolio totaled $1.4 billion, a decrease of $86.1 million, or 6%, since December 31, 2021. The decrease during the three months ended March 31, 2022 was driven by changes within our AFS debt securities portfolio, including:
•Purchases of $77.9 million of debt securities to offset anticipated quarterly cash flows. The weighted-average life of investments purchased during the three months ended March 31, 2022, was 5.5 years,
•Partially offsetting the purchases during the three months ended March 31, 2022 were (i) paydowns and calls of $69.6 million and (ii) a net decrease in the fair value of the AFS debt securities portfolio of $92.8 million as interest rates rose sharply during the first quarter of 2022 in anticipation of a tightening economic policy to curb inflationary pressures. As a result, the 10-year Treasury increased 80 basis points during the first quarter of 2022 to 2.32% at
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March 31, 2022, causing bond prices to fall. The change in market interest rates was the primary driver of the increase in the weighted average life of our debt securities portfolio from 5.9 years at December 31, 2021 to 6.4 years at March 31, 2022.

Our debt securities designated as AFS, which comprised 99% of our investment portfolio at March 31, 2022 and December 31, 2021, were carried at fair value using level 2 valuation techniques. Refer to Note 15 of the consolidated financial statements for further details on fair value. At March 31, 2022 and December 31, 2021, investments were 27% and 28% of total assets, respectively.

The AFS and HTM debt securities portfolio has limited credit risk due to its composition, which includes highly-rated debt securities by nationally recognized rating agencies, and securities backed by the U.S. government and government-sponsored agencies. At March 31, 2022 and December 31, 2021, these investments represented 92% of the investment portfolio. The majority of the municipal bonds, which represented 8% of the investment portfolio at March 31, 2022 and December 31, 2021, had a credit rating of "AA" or higher.

Other investments on the consolidated statements of condition consist of FHLBB and FRB common stock. These investments are carried at cost. We are required to maintain a certain level of investment in FHLBB stock based on our level of FHLBB advances, and maintain a certain level of investment in FRB common stock based on the Bank's capital levels. As of March 31, 2022 and December 31, 2021, investment in FHLBB stock totaled $4.8 million and $4.9 million, respectively, and our investment in FRB stock was $5.4 million at each date.

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

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

HTM debt securities are assessed to determine if an allowance should be recorded or if a write-down is required. We did not record any allowances or write-down any of our HTM debt securities as of March 31, 2022 or December 31, 2021.

We continually monitor and evaluate our investment portfolio to identify and assess risks within our portfolio, including, but not limited to, the impact of the current interest rate environment and the related prepayment risk, and review credit ratings. The overall mix of debt securities at March 31, 2022, compared to December 31, 2021, remains relatively unchanged and the Company expects it will continue to be well positioned to provide a stable source of cash flow. At March 31, 2022 and December 31, 2021, the duration of our debt investment securities portfolio, adjusting for calls when appropriate and consensus prepayment speeds, was 5.5 years and 4.8 years, respectively.

Loans

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

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The following table sets forth the composition of our loan portfolio as of the dates indicated:
Change
(Dollars in thousands)March 31,
2022		December 31,
2021		($)(%)
Commercial real estate - non-owner-occupied$1,181,622 $1,178,185 $3,437 — %
Commercial real estate - owner-occupied322,268 317,275 4,993 2 %
Commercial403,352 363,695 39,657 11 %
SBA PPP6,311 35,953 (29,642)(82)%
Residential real estate1,392,199 1,306,447 85,752 7 %
Consumer and home equity228,466 229,919 (1,453)(1)%
Total loans$3,534,218 $3,431,474 $102,744 3 %
Commercial Loan Portfolio$1,913,553 $1,895,108 $18,445 1 %
Retail Loan Portfolio1,620,665 1,536,366 84,299 5 %
Commercial Portfolio Mix54 %55 %
Retail Portfolio Mix46 %45 %

The Company's loan growth for the first quarter of 2022 was primarily driven by residential real estate loan growth and commercial loan growth. During the first quarter of 2022, the Company held 77% of its funded residential mortgage production, compared to 67% for the fourth quarter of 2021. The increase in the percentage of residential mortgages held within the loan portfolio, compared to the fourth quarter of 2021, is the result of local market interest rates not keeping pace with secondary market expectations as local competition is strong, combined with a housing inventory shortage and slower refinance activity. The Company anticipates that this trend will continue and it will hold the majority of its residential mortgage production within its loan portfolio over the coming quarters. The Company's commercial loan growth for the first quarter was driven primarily by small business loans, reflective of its recent build-out of a dedicated small business team.

Beginning in April 2020, the Company started funding SBA PPP loans issued to qualifying small businesses as part of the federal stimulus package issued due to the COVID-19 pandemic. Effective May 2021, the SBA PPP loan program ended and the Company ceased originating loans under this program. The decrease in the first quarter of 2022 was driven by borrower loans being forgiven under the terms of the program. As of March 31, 2022 and December 31, 2021, there were $220,000 and $1.2 million of SBA PPP loan origination fees yet to be recognized, respectively.

During the first quarter of 2022, interest rates rose sharply in anticipation of the Federal Open Market Committee increasing the Federal Funds interest rate this year in an effort to curb widespread inflationary pressures. In doing so, there is a high likelihood the economy will slow which may have an impact on overall loan demand and slow the Company's loan growth moving forward.

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Asset Quality
Our practice is to manage the Company's loan portfolio proactively so that we are able to effectively identify problem credits and trends early, assess and implement effective work-out strategies, and take charge-offs as promptly as practical. In addition, the Company continually reassesses its underwriting standards in response to credit risk posed by changes in economic conditions. The Company continues to dedicate significant resources to monitor and manage credit risk throughout our loan portfolio. In light of the current environment, management is monitoring the impact of the following on our borrowers: (1) the impact of rising interest rates, (2) the continued impact of COVID-19, (3) widespread inflationary pressures across the value chain, and (4) challenges across the labor market.

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

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

•The adequacy of the ACL is overseen by the Management Provision Committee, which is an internal management committee comprised of various Company executives and senior managers across business lines, including Accounting and Finance, Credit Underwriting, Credit Risk and Special Assets, Compliance, and Commercial and Retail Banking. The Management Provision Committee supports the oversight efforts of the Audit Committee of the Board of Directors.
•The Directors Credit Committee of the Board of Directors reviews large credit exposures, monitors external loan review reports, reviews the lending authority for individual loan officers when required, and has approval authority and responsibility for all matters regarding the loan policy and other credit-related policies, including reviewing and monitoring asset quality trends, and concentration levels.
•The Audit Committee of the Board of Directors has approval authority and oversight responsibility for the ACL adequacy and methodology.


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Non-Performing Assets

Non-performing assets include non-accrual loans, accruing loans 90 days or more past due, accruing TDRs, and property acquired through foreclosure or repossession. The following table sets forth the composition and amount of our non-performing loans as of the dates indicated: 
(Dollars in thousands)March 31,
2022		December 31,
2021
Non-accrual loans:  
Commercial real estate - non-owner-occupied$50 $51 
Commercial real estate - owner-occupied133 133 
Commercial1,045 829 
Residential real estate2,052 2,107 
Consumer and home equity 1,172 1,207 
Total non-accrual loans4,452 4,327 
Accruing TDRs not included above2,303 2,392 
Total non-performing loans6,755 6,719 
Other real estate owned— 165 
Total non-performing assets$6,755 $6,884 
Total loans, excluding loans held for sale$3,534,218 $3,431,474 
Total assets$5,420,415 $5,500,356 
ACL on loans$31,770 $33,256 
ACL on loans to non-accrual loans713.61 %768.57 %
Non-accrual loans to total loans0.13 %0.13 %
Non-performing loans to total loans0.19 %0.20 %
Non-performing assets to total assets0.12 %0.13 %

Potential Problem Loans

Potential problem loans consist of classified accruing commercial and commercial real estate loans that were 30-89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in a loss. These loans are not included in the above analysis of non-accrual loans. At March 31, 2022, loans classified as potential problem loans totaled $97,000.

Past Due Loans

Past due loans consist of accruing loans that were 30-89 days past due. The following table presents the recorded investment of past due loans as of the dates indicated:
(Dollars in thousands)March 31,
2022		December 31,
2021
Accruing loans 30-89 days past due:  
Commercial real estate - non-owner-occupied$91 $— 
Commercial real estate - owner-occupied— 47 
Commercial169 552 
Residential real estate575 400 
Consumer and home equity 466 509 
Total $1,301 $1,508 
Total loans$3,534,218 $3,431,474 
Accruing loans 30-89 days past due to total loans0.04 %0.04 %
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ACL

The following table sets forth information concerning the components of our ACL for the periods indicated:
At or For The
Three Months Ended
March 31,		At or For The
Year Ended
December 31, 2021
(Dollars in thousands)20222021
ACL on loans at the beginning of the period$33,256 $37,865 $37,865 
Credit for loan losses(1,236)(1,854)(3,817)
Net charge-offs (recoveries)1
  
Commercial real estate(2)(2)(9)
Commercial189 104 579 
Residential real estate— 53 (15)
Consumer and home equity63 81 237 
Total net charge-offs (recoveries)250 236 792 
ACL on loans at the end of the period$31,770 $35,775 $33,256 
Components of ACL:  
ACL on loans$31,770 $35,775 $33,256 
ACL on off-balance sheet credit exposures3,355 2,466 3,195 
ACL at end of the period$35,125 $38,241 $36,451 
Total loans, excluding loans held for sale$3,534,218 $3,237,046 $3,431,474 
Average Loans3,473,280 3,259,647 3,368,378 
Net charge-offs to average loans0.03 %0.03 %0.02 %
Credit for loan losses (annualized) to average loans(0.14)%(0.23)%(0.11)%
ACL on loans to total loans0.90 %1.11 %0.97 %
(1)    Additional information related to net charge-offs (recoveries) is presented in the following table for the periods indicated:

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For The Three Months Ended
March 31,
(Dollars in thousands)Total
Charge-offs		Total RecoveriesNet
Charge-Offs (Recoveries)		Average
Loans		Ratio of Net Charge-Offs (Recoveries) to Average Loans
2022:
Commercial real estate$— $2 $(2)1,489,304 — %
Commercial 246 57 189 372,910 0.05 %
SBA PPP— — — 21,687 — %
Residential real estate — — 1,347,427 — %
Consumer and home equity66 3 63 226,731 0.03 %
Total$312 $62 $250 $3,458,059 0.01 %
2021:
Commercial real estate$— $2 $(2)$1,382,794 — %
Commercial147 43 104 346,008 0.03 %
SBA PPP— — — 154,900 — %
Residential real estate53 — 53 1,083,101 — %
Consumer and home equity87 6 81 268,711 0.03 %
Total$287 $51 $236 $3,235,514 0.01 %
 For the Year Ended
December 31,
2021
Commercial real estate$— $9 $(9)$1,412,884 — %
Commercial799 220 579 361,256 0.16 %
SBA PPP— — — 118,414 — %
Residential real estate92 107 (15)1,156,698 — %
Consumer and home equity273 36 237 250,061 0.09 %
Total$1,164 $372 $792 $3,299,313 0.02 %

ACL on Loans

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

As of March 31, 2022 and December 31, 2021, the recorded ACL on loans was $31.8 million and $33.3 million, respectively, and represented our best estimate. The decrease in the ACL on loans between periods was primarily driven by the release of $1.9 million of additional reserves established for certain commercial real estate loans in response to COVID-19 modifications due to heightened credit risk. We had established certain metrics that needed to be met prior to the release of these additional reserves, and in the first quarter of 2022, the first tranche of these loans met all required metrics and the associated additional reserves were released. Refer to "—Results of Operations—Provision for Credit Losses—Provision (Credit) for Loan Losses" for further discussion of the drivers for change between periods.

As of March 31, 2022, there were $3.2 million of additional reserves provided for certain commercial loans within the Company's ACL on loans that are subject to release upon certain metrics being met, and it is anticipated the Company will release the majority of these reserves over the coming quarters. However, the overall global and national markets continue to be volatile and carry a high degree of uncertainty, and any changes to our forecast or qualitative factors subject our allowance estimate to a higher risk of fluctuation between periods.

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

ACL on Off-Balance Sheet Credit Exposures

There were no significant changes in our modeling methodology to determine the ACL on off-balance sheet credit exposures during the three months ended March 31, 2022. The model uses the credit loss factors for each segment calculated within the ACL on loans model described above. The ACL on off-balance sheet credit exposures as of March 31, 2022, was $3.4 million, compared to $3.2 million as of December 31, 2021.

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

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

Liabilities and Shareholders’ Equity

Deposits

At March 31, 2022, deposits totaled $4.6 billion, a decrease of $32.2 million, or 1%, since December 31, 2021. The decrease in deposits during the three months ended March 31, 2022 was driven by a decrease in brokered deposits as short-term borrowings and core deposits (non-GAAP) growth of 1% supplemented our funding needs.

The Company's loan-to-deposit ratio was 77% at March 31, 2022, compared to 74% at December 31, 2021.

Uninsured Deposits

Total deposits that exceed the FDIC deposit insurance limit of $250,000 were $1.3 billion at March 31, 2022 and December 31, 2021. The Company has pledged assets as collateral covering certain deposits in the amount of $354.0 million and $347.0 million at March 31, 2022 and December 31, 2021, respectively.

The portion of time deposits that exceed the FDIC deposit insurance limit of $250,000, by time remaining until maturity, at March 31, 2022 was $60.7 million. At March 31, 2022, the Company does not have time deposits that are otherwise uninsured.

Borrowings

At March 31, 2022, total borrowings were $237.7 million, an increase of $26.1 million, or 12%, since December 31, 2021.

Shareholders' Equity

Shareholders' equity at March 31, 2022 totaled $482.4 million, compared to $541.3 million. The decrease in shareholders' equity for the three months ended March 31, 2022, was driven by a decrease in AOCI of $69.7 million as the AFS debt securities portfolio valuation decreased in response to the share increase in interest rates during the first quarter of 2022. This resulted in a decrease in: (1) the common equity ratio of 94 basis points to 8.90% at March 31, 2022, (2) the tangible common equity ratio (non-GAAP) of 97 basis points to 7.25% at March 31, 2022, (3) book value per share of 11% to $32.72 at March 31, 2022, and (4) tangible book value per share (non-GAAP) of 13% to $26.16 at March 31, 2022. As discussed further in "—Investments," management believes the decrease in shareholders' equity is temporary and is not an indication of permanent losses. The Company and the Bank continue to be well-capitalized under the standards set by its regulators. Refer to Note 10 of the consolidated financial statements for further details.

On March 29, 2022, the Company announced a quarterly cash dividend to shareholders of $0.40 per share, payable on April 29, 2022 to shareholders of record as of April 15, 2022. As of March 31, 2022, the Company's annualized dividend yield was 3.40% based on Camden National's closing share price of $47.04, as reported by NASDAQ on March 31, 2022.
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In January 2022, the Company's Board of Directors authorized the repurchase of up to 750,000 shares of the Company's common stock, representing approximately 5% of the Company's issued and outstanding shares of common stock as of December 31, 2021. During the three months ended March 31, 2022, the Company repurchased 13,086 shares at a weighted average price of $46.51 per share. Subsequent to March 31, 2022, another 101,507 shares of the Company's common stock were purchased at a weighted average price of $46.77 through April 28, 2022.

The following table presents certain information regarding shareholders’ equity as of and for the periods indicated:
At or For The
Three Months Ended
March 31,		At or For The
Year Ended
December 31,
2021
20222021
Financial Ratios
Average equity to average assets
9.69 %10.81 %10.33 %
Common equity ratio
8.90 %10.46 %9.84 %
Tangible common equity ratio (non-GAAP)7.25 %8.71 %8.22 %
Dividend payout ratio
35.09 %27.27 %32.03 %
Per Share Data
Book value per share
$32.72 $35.64 $36.72 
Tangible book value per share (non-GAAP)26.16 29.12 30.15 
Dividends declared per share
0.40 0.36 1.48 
Refer to "—Capital Resources" and Note 10 of the consolidated financial statements for further discussion of the Company and Bank's capital resources and regulatory capital requirements.

LIQUIDITY
 
Our liquidity needs require the availability of cash to meet the withdrawal demands of depositors and credit commitments to borrowers. Liquidity is defined as our ability to maintain availability of funds to meet customer needs, as well as to support our asset base. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. Due to the potential for unexpected fluctuations in both deposits and loans, active management of liquidity is necessary. We maintain various sources of funding and levels of liquid assets and monitor liquidity in accordance with internal guidelines and all applicable regulatory requirements. As of March 31, 2022 and December 31, 2021, our level of liquidity exceeded target levels. We believe that we currently have appropriate liquidity available to respond to demands. Sources of funds that we utilize consist of deposits; borrowings from the FHLBB and other sources; cash flows from loans and investments; and cash flows from operations, including other contractual obligations and commitments.

We believe that our level of liquidity is sufficient to meet current and future funding requirements; however, changes in economic conditions, including consumer saving habits and the availability or access to the brokered deposit and wholesale repurchase markets, could significantly affect our liquidity position.

Deposits. Deposits continue to represent our primary source of funds. As of March 31, 2022 and December 31, 2021, total deposits, including brokered deposits, were $4.6 billion, which included money market deposits of $58.5 million and $60.4 million, respectively, from Camden National Wealth Management, which represent client funds. These funds fluctuate with changes in the portfolios of the clients of Camden National Wealth Management. Time deposits are generally considered to be more interest rate sensitive than other deposits and, therefore, more likely to be withdrawn to obtain higher yields elsewhere if available.

The following is a summary of the scheduled maturities of CDs as of March 31, 2022:
(In thousands)CDs
1 year or less$139,148 
> 1 year160,717 
Total$299,865 

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Borrowings. Borrowings are used to supplement deposits as a source of liquidity. In addition to borrowings and advances from the FHLBB, we utilize brokered deposits, purchase federal funds, and sell securities under agreements to repurchase. As of March 31, 2022, total borrowings were $282.0 million, compared to $255.9 million as of December 31, 2021. We secure borrowings from the FHLBB with qualified residential real estate loans, certain investment securities and certain other assets available to be pledged. Customer repurchase agreements are secured by mortgage-backed securities and government-sponsored enterprises. Through the Bank, we have available lines of credit with the FHLBB of $9.9 million, with a correspondent bank of $50.0 million, and with the FRB Discount Window of $49.7 million as of March 31, 2022. We also believe we have additional untapped access to the brokered deposit market, wholesale reverse repurchase transaction market, and the FRB discount window. These sources are considered as liquidity alternatives in our contingent liquidity plan.

The following is a summary of the scheduled maturities of borrowings as of March 31, 2022:
(In thousands)FHLBB
Advances		Customer Repurchase AgreementsSubordinated DebenturesTotal
1 year or less$— $237,668 $— $237,668 
> 1 year— — 44,331 44,331 
Total$— $237,668 $44,331 $281,999 

Loans. Contractual loan repayments also affect our liquidity position. Actual speed and timing of repayment may differ materially from contract terms due to prepayments or nonpayment. Specifically, in a rising interest rate environment prepayment speeds may slow, which then would decrease the pace in which we receive cash flow from loans. The Company's residential mortgage loan portfolio is also a significant source of contingent liquidity for the Company that could be accessed in a reasonable time period through the sale of loans on the secondary market, as needed. As of March 31, 2022, book value of $1.5 billion of qualifying loans were pledged as collateral.

The following table presents the contractual maturities of loans at the date indicated:
March 31, 2022
(Dollars in thousands)Due in 1 Year or LessDue after 1 Year Through 5 YearsDue After 5 Years Through 15 YearsDue in More than
15 Years		TotalPercent of
Total Loans
Maturity Distribution(1):
      
Fixed Rate:    
Commercial real estate(2)
$34,535 $91,193 $431,819 $75,397 $632,944 18 %
Commercial7,493 94,030 84,356 10,995 196,874 5 %
Residential real estate34,275 8,232 164,403 972,848 1,179,758 33 %
Consumer and home equity6,601 11,955 21,979 157,277 197,812 6 %
Total fixed rate82,904 205,410 702,557 1,216,517 2,207,388 62 %
Variable Rate:      
Commercial real estate(2)
41,142 170,904 382,745 276,156 870,947 25 %
Commercial36,755 116,674 38,942 20,419 212,790 6 %
Residential real estate4,403 1,399 33,908 172,730 212,440 6 %
Consumer and home equity1,579 3,125 9,665 16,284 30,653 1 %
Total variable rate83,879 292,102 465,260 485,589 1,326,830 38 %
Total loans$166,783 $497,512 $1,167,817 $1,702,106 $3,534,218 100 %
(1)    Scheduled repayments are reported in the maturity category in which payment is due. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less
(2)    Commercial real estate loans includes non-owner-occupied and owner-occupied properties.

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

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Investments. We generally invest in amortizing MBS and CMO debt securities that return cash flow at an accelerated rate in comparison to other types of debt securities that are of a bullet structure. As of March 31, 2022 and December 31, 2021, the Company's MBS and CMO debt securities portfolio totaled 90%, of the Company's investment portfolio. The investment portfolio is also a significant source of contingent liquidity for the Company that could be accessed in a reasonable time period through the sale of investments on the secondary market, if needed. As of March 31, 2022, $768.4 million of our AFS debt securities, or 54.0%, was not pledged as collateral.

The following is a summary of the scheduled cash flows from our debt securities portfolio, including investments designated as AFS and HTM, as of March 31, 2022:
(In thousands)
Contractual
Cash Flows(1)
1 year or less$196,859 
> 1 year1,226,240 
Total$1,423,099 
(1)    Expected contractual cash flows could differ as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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

Other Liquidity Requirements. Through the Company's normal course of business it generates cash flows from earnings and, while not contractual, it has a history of paying a quarterly cash dividend to its shareholders and repurchasing its shares of common stock. For the three months ended March 31, 2022, the Company reported $16.8 million of net income, paid cash dividends of $5.9 million to shareholders and repurchased shares of its common stock for $542,000.

Also through its normal operations, the Company is party to several other contractual obligations not previously discussed, such as various lease agreements on a number of its branches. Renewal options within the various lease contracts, as applicable, were considered to determine the lease term and estimate the contractual obligation and commitment for the Company's operating and finance leases. Furthermore, certain lease contracts of the Company contain language that subject its rent payment to variability, such as those tied to an index or change in an index. As a result, the future contractual obligation and commitment may materially differ from that estimated and disclosed within the table below. At March 31, 2022, we had the following lease and other contractual obligations to make future payments under each of these contracts as follows:
(In thousands)Total AmountPayments Due per Period
Contractual obligations and commitmentsCommitted<1 Year1 – 3 Years
Operating leases
$3,637 $1,322 $2,315 
Finance leases
936 309 627 
Other contractual obligations
1,942 1,942 — 
Total
$6,515 $3,573 $2,942 

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

In the normal course of business, we are a party to credit related financial instruments with off-balance sheet risk, which are not reflected in the consolidated statements of condition. These financial instruments include commitments to extend credit and standby letters of credit. Many of the commitments will expire without being drawn upon, and thus, the total amount does not necessarily represent future cash requirements. Refer to Note 7 of the consolidated financial statements for additional details.

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


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CAPITAL RESOURCES

As part of our goal to operate a safe, sound and profitable financial organization, we are committed to maintaining a strong capital base. Shareholders’ equity totaled $482.5 million and $541.3 million at March 31, 2022 and December 31, 2021, respectively, which amounted to 9% and 10% of total assets, respectively. Refer to "— Financial Condition — Liabilities and Shareholders' Equity" for discussion regarding the driver for the decrease in shareholders' equity for the three months ended March 31, 2022.

Our principal cash requirement is the payment of dividends on our common stock, as and when declared by the Company's Board of Directors. We declared dividends to shareholders in the aggregate amount of $5.9 million and $5.4 million for the three months ended March 31, 2022 and 2021, respectively. The Company's Board of Directors approves cash dividends on a quarterly basis after careful analysis and consideration of various factors, including the following: (i) capital position relative to total assets, (ii) risk-based assets, (iii) total classified assets, (iv) economic conditions, (v) growth rates for total assets and total liabilities, (vi) earnings performance and projections and (vii) strategic initiatives and related capital requirements. All dividends declared and distributed by the Company will be in compliance with applicable state corporate law and regulatory requirements.
 
We are primarily dependent upon the payment of cash dividends by the Bank, our wholly-owned subsidiary, to service our commitments. We, as the sole shareholder of the Bank, are entitled to dividends, when and as declared by the Bank's Board of Directors from legally available funds. For the three months ended March 31, 2022 and 2021, the Bank declared dividends payable to the Company in the amount of $8.1 million and $17.0 million, respectively. Under regulations prescribed by the OCC, the Bank may not declare dividends in excess of the Bank’s net income for the current year plus its retained net income for the prior two years without prior approval from the OCC. If we are required to use dividends from the Bank to service unforeseen commitments in the future, we may be required to reduce the dividends paid to our shareholders going forward.

Please refer to Note 10 of the consolidated financial statements for discussion and details of the Company and Bank's regulatory capital requirements. At March 31, 2022 and December 31, 2021, the Company and Bank exceeded all regulatory capital requirements, and the Bank continues to meet the capital requirements to be classified as "well capitalized" under applicable prompt corrective action provisions.

RISK MANAGEMENT

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

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

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The Pandemic Work Group was established in response to the COVID-19 pandemic to oversee the Company’s response to the COVID-19 pandemic and its impact on the Company and its employees. These areas of oversight included, but were not limited to, employee practices and assessment of employee availability, safety and workload. Members of the Pandemic Work Group include the Company’s executive team and other members of senior management. Throughout the pandemic, the Pandemic Work Group, through the Company's executive team, has reported to the Board of Directors on related matters to assist the Board of Directors with both its ongoing oversight of the Company’s response to COVID-19 as well as its management of all areas of risks the Company faces, which have been affected by the COVID-19 pandemic. As of March 31, 2022, the Pandemic Work Group is meeting periodically as needed based on facts and circumstances, and updates the Board of Directors accordingly.

There have been no material changes to the Company's risk categories and risk management policies as described in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Please refer to Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for further details regarding the Company's risk management.

Interest rate risk

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

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on our consolidated statements of condition, as well as for derivative financial instruments. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one- and two-year horizon, assuming no balance sheet growth, given a 200 basis point upward and downward shift in interest rates. Although our policy specifies a downward shift of 200 basis points, this would have resulted in negative rates as of March 31, 2022 and 2021, as many deposit and funding rates were below 2.00%. In this case, a downward shift of 100 basis points was the only down scenario performed. A parallel and pro rata shift in rates over a 12-month period is assumed. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual change of rates and a “rate shock” have on earnings expectations. In the down 100 and 200 basis points scenarios, Federal Funds and Treasury yields are floored at 0.01% while Prime is floored at 3.00%. All other market rates are floored at the lesser of current levels or 0.25%.

As of March 31, 2022 and 2021, our net interest income sensitivity analysis reflected the following changes to net interest income assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the ALCO simulation horizon.
 Estimated Changes In 
Net Interest Income
Rate Change from Year 1 — BaseMarch 31,
2022		March 31,
2021
Year 1  
+200 basis points(0.79)%2.61 %
-100 basis points(0.24)%(0.94)%
Year 2
+200 basis points6.04 %10.03 %
-100 basis points(1.91)%(9.80)%

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
66

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.

If rates remain at or near current levels, net interest income is projected to increase over the next year. Asset cash flows reprice and replace into the current higher rate environment, more than offsetting the increases in funding costs, causing balance sheet spread to expand. If rates decrease 100 basis points, net interest income is projected to decrease as loans and investment cash flow reprice lower, prepayments increase and the ability to reduce cost of funds is limited. In the second year, net interest income is projected to further decrease as asset yields continue to drop and the cost of funds reductions are exhausted. If rates increase 200 basis points, net interest income is projected to decrease slightly in the first year due to asset yield improvements lagging funding cost increases. In the second year, net interest income is projected to increase as loan and investment yields continue to reprice/reset into higher yields and funding cost increases lag.

Periodically, if deemed appropriate, we use back-to-back loan swaps, interest rate swaps, floors and caps, which are common derivative financial instruments, to hedge our interest rate risk position. The Board of Directors has approved hedging policy statements governing the use of these instruments. The Board and Management ALCO monitor derivative activities relative to their expectations and our hedging policies. Refer Note 8 of the consolidated financial statements for further discussion of these derivative instruments.
    
LIBOR is a benchmark interest rate for certain floating rate loans, deposits and borrowings, and off-balance sheet exposures of the Company. The administrator of LIBOR has announced that the publication of the most commonly used U.S. Dollar LIBOR settings will cease to be provided or will cease to be representative after June 30, 2023. The publication of all other LIBOR settings ceased to be provided or ceased to be representative as of December 31, 2021. As such, the Company has an internal project team that is focused on an orderly transition from LIBOR to alternative reference rates. The markets for alternative rates are developing. The Company will continue to assess the use of alternative rates, including SOFR, and expects to transition to alternative rates as the markets and best practices further develop. As of March 31, 2022, the Company has no LIBOR-based deposits.
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
 
Information required by this Item 3 is included in Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management" and such information is incorporated into this Item 3 by reference.

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

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

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

ITEM 1A.  RISK FACTORS
There are a number of factors that may adversely affect the Company’s business, financial results or stock price. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for discussion of these risks.
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None.
(b) None.
(c) None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 None.

ITEM 4.  MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.  OTHER INFORMATION
None.

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

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAMDEN NATIONAL CORPORATION
(Registrant)
 
/s/ Gregory A. Dufour May 5, 2022
Gregory A. Dufour Date
President and Chief Executive Officer
(Principal Executive Officer)		  
   
/s/ Michael R. Archer May 5, 2022
Michael R. Archer Date
Chief Financial Officer and Principal Financial & Accounting Officer   
  
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CAMDEN NATIONAL CORPORATION
SECOND AMENDED AND RESTATED
MANAGEMENT STOCK PURCHASE PROGRAM
Effective April 26, 2022

I.INTRODUCTION
The purpose of the Camden National Corporation Second Amended and Restated Management Stock Purchase Program (the “Program”) is to provide equity incentive compensation to selected employees of Camden National Corporation (the “Company”) and its Subsidiaries.
Participants in the Program may elect to receive Restricted Stock in lieu of a portion of their incentive payment. Restricted Stock is granted at a discount (as determined by the Compensation Committee) of the Fair Market Value of the Stock on the date of grant. So long as the participant remains employed by the Company or any of its Subsidiaries for at least two (2) years after the date of grant, the participant’s Restricted Stock will vest. This Program is a component program of the Camden National Corporation 2022 Equity and Incentive Plan (the “2022 Plan”). Notwithstanding anything herein to the contrary, this Program shall be subject to and governed by all the terms and conditions of the 2022 Plan, including the powers of the Committee set forth in Section 2(b) of the 2022 Plan.
Capitalized terms in this Program shall have the meaning specified in the 2022 Plan, unless a different meaning is specified herein.
II.ADMINISTRATION
The Program shall be administered by the Committee. The Committee shall have complete discretion and authority with respect to the Program and its application, except as expressly limited herein. Determinations by the Committee shall be final and binding on all parties with respect to all matters relating to the Program.
III.ELIGIBILITY
Employees of the Company and its Subsidiaries as designated by the Committee shall be eligible to participate in the Program.
IV.PARTICIPATION
A.Restricted Stock. Participation in the Program shall be based on the award of Restricted Stock.
B.Cost of Restricted Stock. The “Cost” of each share of Restricted Stock shall be at a discount (as determined by the Compensation Committee) to the Fair Market Value of the Stock on the date the Restricted Stock is awarded.
C.Election to Participate. Each participant may elect to receive an award of Restricted Stock under the Program in lieu of either 10% or 20% of the participant’s incentive payment by completing a bonus election agreement (the “Bonus Election Agreement”). The Committee, in its sole discretion, shall determine which incentive or bonus payments are eligible for such election. The Bonus Election Agreement shall provide that the participant elects to receive Restricted Stock in lieu of 10% or 20% of any incentive payment. Bonus Election Agreements must be received by the Company before the deadline date established by the Committee in relation to the applicable incentive program payout schedule. Notwithstanding the foregoing, the Committee may require certain officers to participate in the Program.
D.Award of Restricted Stock. On the dates that incentive payments are paid, the Company shall award, to each participant who has completed a Bonus Election Agreement, Restricted Stock as follows: Each such participant shall receive a whole number of shares of Restricted Stock determined by dividing the amount (expressed in dollars) that is equal to 10 percent or 20 percent, as the case may be, of the participant’s gross incentive payment by the Cost of each share of Restricted Stock awarded on such date. No fractional shares of Restricted Stock will be credited and the amount equivalent in value to the fractional shares of Restricted Share will be paid out to the participant currently in cash. Shares of Restricted Stock are purchased with after-tax dollars (i.e., the entire bonus is considered taxable income).



V.VESTING OF RESTRICTED STOCK
A.Vesting. A participant shall be fully vested in each share of Restricted Stock two (2) years after the date such share of Restricted Stock was awarded.
B.Settlement Prior to Vesting. If a participant’s employment with the Company or a Subsidiary terminates for any reason prior to vesting, except as otherwise provided in the participant’s employment agreement, if any, the participant’s non-vested Restricted Stock shall be forfeited back to the Company and the participant shall receive a cash payment equal to the lesser of (a) the Cost of such Restricted Stock or (b) an amount equal to the number of shares of such Restricted Stock multiplied by the Fair Market Value of a share of Stock on the date of the participant’s termination of employment. Because the Restricted Stock was purchased on an after-tax basis, this cash payment will not be considered taxable income to the participant.
VI.     DIVIDENDS
During the period of restriction, all ordinary cash dividends paid upon any Restricted Stock will be retained by the Company and will be paid to the relevant participant (without interest) when the Restricted Stock vests and will revert back to the Company if for any reason the Restricted Stock upon which such dividends or other distributions were paid reverts back to the Company.

    -2-

CAMDEN NATIONAL CORPORATION
THIRD AMENDED AND RESTATED
DEFINED CONTRIBUTION RETIREMENT PROGRAM
Effective April 26, 2022
This Camden National Corporation Third Amended and Restated Defined Contribution Retirement Program (the “Program”), effective as of April 26, 2022 is an amendment and restatement of the Camden National Corporation Second Amended and Restated Defined Contribution Retirement Plan, effective as of January 30, 2018. The Program is maintained for the benefit of a select group of management employees of the Company and its participating Subsidiaries, in order to provide such employees with certain deferred compensation benefits. The Program is an unfunded deferred compensation plan that is intended to qualify for the exemptions provided in Sections 201, 301, and 401 of ERISA and is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. This Program is a component program of the Camden National Corporation 2022 Equity and Incentive Plan (the “2022 Plan”). Except as specifically provided herein, this Program shall be subject to and governed by all the terms and conditions of the 2022 Plan, including the powers of the Committee set forth in Section 2(b) of the 2022 Plan. Capitalized terms in this Program shall have the meaning specified in the 2022 Plan, unless a different meaning is specified herein.
SECTION 1: DEFINITIONS
These words and phrases shall have these meanings unless a different meaning is plainly required by the context:
1.1“Administrator” shall mean the Chief Human Resources Officer of the Company.
1.2“Beneficiary” shall mean the person or persons entitled to receive the balance credited to a Participant’s Account under the Program upon the death of the Participant, as provided in Section 5.2.
1.3“Bonus” shall mean the performance-based compensation paid to participants under the Executive Annual Incentive Program.
1.4“Disability” shall have the same meaning as set forth in the Participant’s written employment agreement (or other similar written agreement) with the Company or a Subsidiary. In the absence of such a definition, “Disability” shall mean any mental or physical condition with respect to which the Participant qualified for and receives benefits under a long-term disability plan of the Company or Subsidiary, or in the absence of such a long-term disability plan or coverage under such plan, “Disability” shall mean a physical or mental condition which, in the sole discretion of the Committee, is reasonably expected to be of indefinite duration and to substantially prevent the Participant from fulfilling the Participant’s duties or responsibilities to the Company or a Subsidiary. If an amount credited to an Account is determined to be subject to Code Section 409A, then notwithstanding anything else herein to the contrary, “Disability” or “Disabled” shall mean that a Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company’s employees, or (iii) is determined to be totally disabled by the Social Security Administration. Except to the extent prohibited under Code Section 409A, if applicable, the Committee shall have discretion to determine if a termination of employment due to Disability has occurred.
1.5“Eligible Earnings” shall mean regular earnings paid to the Participant during the program year, excluding incentive compensation and other benefits.
1.6“Employer” shall mean the Company and each participating Subsidiary. At such times and under such conditions as the Board may direct, one or more other Subsidiary may become a participating Subsidiary or a participating Subsidiary may be withdrawn from the Program.
1.7“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific section of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing or superseding such section.




1.8“Participant” shall mean an Employee who has become a Participant in the Program pursuant to Section 2.1 and has not ceased to be a Participant pursuant to Section 2.2.
1.9“Participant’s Account” or “Account” shall mean, for any Participant, the separate account maintained on the books of the Company in order to reflect the Participant’s interest under the Program.
1.10“Program Year” shall mean the calendar year.
1.11“Termination of Employment” shall mean a reduction in the services provided by the Participant to the Employer to a level that is 20% or less than the level of services so provided for the 36 months immediately preceding such reduction.
1.12“Vested Amount” shall mean the portion of an Account equal to the Restricted Stock Units credited to such Account multiplied by the applicable vested percentage specified in the Participant’s vesting schedule.

SECTION 2: PARTICIPATION
1.1Participation. Participation in the Program by an Employee must be approved by the Committee and will begin as of January 1 of the Program Year following approval by the Committee.
1.2Termination of Participation. An Employee who has become a Participant shall remain a Participant until the Participant’s entire Vested Amount is distributed or forfeited, as applicable.
SECTION 3: PARTICIPANT’S ACCOUNT
1.1At the direction of the Committee, there shall be established and maintained an Account on the books of the Company for each Participant.
1.2Annually, on March 15 (or the next business day following March 15), beginning during the first year of the Participant’s participation in the Program, the Committee will credit each Participant’s Account with an amount equal to ten percent (10%) of the Participant’s Eligible Earnings in the prior calendar year. This date will be referenced as the Grant Date. A pro rata credit will be made with respect to a Participant’s first year of employment based on Eligible Earnings for the time that the employee is a Participant.
1.3Annual credits to a Participant’s Account, based on the amount in Section 3.2, shall be denominated in Restricted Stock Units (rounded down to the nearest whole share) based on the Fair Market Value of a share of Stock on the Grant Date.
1.4Each Participant shall be furnished with periodic statements of the Participant’s Account, at least annually, reflecting the status of the Participant’s interest in the Program.
SECTION 4: VESTING AND FORFEITURE

1.1Each Participant’s vesting schedule shall be determined by the Committee in its sole discretion. Each Participant will be furnished with a copy of such Participant’s vesting schedule, with each year’s vested percentage, following approval for participation by the Committee. Notwithstanding the foregoing, for any employee who was an active Participant as of January 30, 2018, vesting shall occur annually on the Grant Date (rounded to the nearest percent) over the period from the first day of participation until the Participant reaches age 65, at which time the Participant shall be one hundred percent (100%) vested, unless otherwise provided by the Committee in its sole discretion.
1.2Anything to the contrary in this Program notwithstanding, the balance in the Account will be immediately forfeited, and all rights of the Participant and the Participant’s beneficiaries hereunder shall become null and void, if the Participant’s employment with the Company is terminated for Cause.

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SECTION 5: DISTRIBUTIONS
1.1No distributions shall be made from the Account of a Participant until the Participant Terminates Employment with the Company, except as provided in Section 10 below. The Vested Amount will be reduced by the amount required to be withheld for income taxes, and the net Vested Amount will be distributed in shares of Stock. Amounts credited to Participants’ accounts prior to 2014 shall be distributed in one lump sum distribution within ninety (90) days of the Termination of Employment, except as provided in Section 5.5 below. For amounts credited to Participants’ accounts in 2014 and thereafter, a Participant may elect to have the amounts distributed in one lump sum distribution or in annual installments over 5, 10 or 15 years. Such election shall be irrevocably made no later than December 31, 2013, except that, with respect to the first year in which an individual becomes a Participant in this Program, that Participant shall make the Participant’s election, with respect to future compensation only, within thirty (30) days of becoming a Participant.
a.For a Participant who elects to receive distributions in annual installments as described in this Section 5.1, such installment payments shall commence following the Participant’s Termination of Employment, or such time as permitted under Section 5.4, on the earlier of January 15th or July 15th.
b.In the event the total amount remaining due under the installment payments described in this Section 5.1 becomes less than $50,000 for the year in which the next installment payment is due, the Company may, in its sole discretion, pay to the Participant the entire amount remaining due in a lump sum on or before the due date of the next installment payment. Notwithstanding the foregoing, for any employee who was an active Participant prior to April 26, 2022, in the event the total amount remaining due under the installment payments described in this Section 5.1 becomes less than the IRS limit under Section 402(g) of the Code for the year in which the next installment payment is due, the Company may, in its sole discretion, pay to the Participant the entire amount remaining due in a lump sum on or before the due date of the next installment payment.
1.2If the Participant terminates employment due to death or Disability, the Account will be one hundred percent (100%) vested regardless of the actual years of participation in the Program. The Participant may designate in writing a Beneficiary to receive any distribution which may become payable as the result of the Participant’s death. If no Beneficiary designation is in effect upon the Participant’s death, the Beneficiary shall be the Participant’s estate.
1.3Effect of a Change of Control. If there is a Change of Control, notwithstanding any other provision of this Program, the following shall occur:
a.If the Participant incurs a Termination of Employment either (i) by the Company without Cause, or (ii) by the Participant with Good Reason, in each case within two (2) years following a Change of Control, the Participant shall be one hundred percent (100%) vested in the Participant’s Account. Notwithstanding the foregoing, for amounts credited to a Participant’s Account prior to April 26, 2022, if such Participant incurs a Termination of Employment within three (3) months prior to such Change of Control, provided a definitive agreement with respect to such Change of Control has been entered into by the parties thereto as of the date of such Termination of Employment, such amounts shall vest effective as of such Termination of Employment.
b.The Change of Control itself shall not constitute a distributable event, except with respect to a special Program termination under Section 10.4.
1.4Distribution to Specified Employees. If a Participant under the Program qualifies as a “Specified Employee” as defined in Code Section 409A, and the stock of the Company or any affiliate is publicly traded, no distribution may be made hereunder until six (6) months after the Participant’s separation from service as defined under Code Section 409A (or, if earlier, the date of death of the Participant).
1.5Notwithstanding any other provision in this Program to the contrary, no distributions may be made under this Program prior to the occurrence of a distribution event as defined in Code Section 409A(a)(2), except and to the extent that the Program may currently allow or hereafter be amended to allow an acceleration of payment under one of the applicable exceptions contained in Treasury Regulation Section 1.409A-3(j) (4).

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SECTION 6: BENEFIT CLAIM AND APPEAL PROCEDURES
1.1Claim for Benefits. The following Claim and Appeal Procedures are intended to satisfy the minimum standards of Section 503 of ERISA pursuant to which individuals or estates may claim Program benefits and appeal denials of such claims. Any claim for benefits or other rights under the Program shall be made in writing to the Administrator. If such claim is wholly or partially denied by the Administrator, the Administrator shall, within a reasonable period of time, but not later than sixty (60) days after receipt of the claim, notify the claimant of the denial of the claim. Such notice of denial shall be in writing and shall contain:
a.The specific reason or reasons for the denial of the claim;
b.A reference to the relevant Program provisions upon which the denial is based;
c.A description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary; and
d.An explanation of the Program’s claim review procedure.
1.2Requests for Review of a Denial of a Claim. Upon the receipt by the claimant of written notice of the denial of a claim, the claimant may within ninety (90) days file a written request to the Administrator requesting a review of the denial of the claim. Such review shall include a hearing if deemed necessary by the Administrator. In connection with the claimant’s appeal of the denial of the claimant’s claim, the claimant may review relevant documents and may submit issues and comments in writing. To provide for fair review and a full record, the claimant must submit in writing all facts, reasons and arguments in support of the claimant’s position within the time allowed for filing a written request for review. All issues and matters not raised for review will be deemed waived by the claimant.
1.3Decision upon Review of a Denial of a Claim. The Administrator shall render a decision on the claim review promptly, but no more than sixty (60) days after the receipt of the claimant’s request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time, in which case the sixty (60) day period shall be extended to one hundred-twenty (120) days. Such decision shall:
a.Include specific reasons for the decision;
b.Be written in a manner calculated to be understood by the claimant; and
c.Contain specific references to the relevant Program provisions upon which the decision is based.
The decision of the Administrator shall be final and binding in all respects on the Company, the claimant and any other person claiming an interest in the Program through or on behalf of the claimant.
1.4Mediation and Litigation of Disputes.
a.Mediation. If a claimant is not satisfied with the denial of the claimant’s claim under the review procedures of Section 6.3, the claimant and the Company may try to settle the claim in good faith through mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. The parties shall share equally the mediator’s costs and fees, and bear separately their own respective costs of mediation. All mediation shall be conducted at a mutually agreeable convenient location within the State of Maine. Mediation records shall not be admissible in any subsequent litigation and the positions of the parties taken in mediation shall not be binding or taken as any concession, representation or waiver, outside of the mediation process.
b.Litigation. No litigation may be commenced by or on behalf of a claimant with respect to this Program until after the claim review and mediation process described in this Section 6 has been exhausted. Judicial review of Administrator action shall be limited to whether the Administrator acted in an arbitrary and capricious manner.

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SECTION 7: FUNDING
1.1Unfunded Program. All amounts credited to a Participant’s Account under the Program shall continue for all purposes to be a part of the general assets of the Company. The interest of the Participant in the Participant’s Account, including the Participant’s right to distribution thereof, shall be an unsecured claim against the general assets of the Company. Although the Company may choose to invest a portion of its general assets for purposes of enabling it to make distributions under the Program, nothing contained in the Program shall give any Participant or Beneficiary any interest in or claim against any specific assets of the Company.
SECTION 8: MODIFICATION OR TERMINATION OF PROGRAM
1.1Right to Amend or Terminate. The Program may be amended in whole or in part by a written instrument adopted by the Board or the Committee (or any other designee of the Board) at any time. Notice of any material amendment shall be given in writing to each Participant. No amendment shall retroactively decrease either the balance of a Participant’s Account or a Participant’s interest in the Participant’s Account as existing immediately prior to the later of the effective date or adoption date of such amendment. No amendment shall change the time or form of any payment due hereunder unless such change conforms to the requirements of Code Section 409A.
1.2Company’s Right to Terminate. The Company reserves the sole right to terminate the Program, in whole or in part, by action of its Board at any time. In the event of any such termination, each affected Participant shall maintain the Participant’s vesting percentage in the Participant’s Program Accounts determined as of the Program termination date, and shall be entitled to receive a distribution upon the occurrence of the first Code Section 409A distributable event thereafter. Consequently, the Account of each affected Participant shall be distributed in the manner provided in Section 5 to the extent such Program termination may be treated as a distributable event under Code Section 409A. Notwithstanding the foregoing, any distributions upon a Program termination hereunder shall be made in such time and manner, and subject to such other conditions (if any are applicable), as will comply with the termination rules under Treasury Regulation 1.409A-3(j)(4)(ix).
1.3Special Termination. Notwithstanding any other provisions of the Program to the contrary, the Program shall terminate if:
a.It is determined to the satisfaction of the Committee that the Program no longer qualifies as a “top hat” plan (that is, an unfunded deferred compensation plan designed solely to benefit a select group of management or highly compensated employees) so as to minimize ERISA regulation; or
b.A Change of Control occurs and any resulting successor to the Company does not assume the Program.
In such event, the Program shall terminate as of the date of such Committee determination or Change of Control, in which case the Account of each Participant that has not incurred a Termination of Employment prior to such Change of Control shall be one hundred percent (100%) vested immediately prior to such termination of the Program.
If the Program termination is due to a Change of Control that qualifies as a distributable event under Code Section 409A, then all Participants’ Accounts shall be distributed upon such Change of Control in accordance with Section 5 above as if the Participant had incurred a Termination of Employment on the date of such Change of Control.
For any other special Program termination under this Section 8.3, no further credits shall be made under the Program after the date of such Program termination, and distribution of each Participant’s Account shall be made as of the earliest possible distributable event applicable thereafter under Section 5, except with respect to any Participant whose Account is assumed by or transferred to another top hat plan established or maintained by the Company or any successor or affiliate of the Company.
Notwithstanding the foregoing, any distributions upon a Program termination hereunder shall be made only at such time and in such manner, and subject to such other conditions (if any are applicable), as will comply with Code Section 409A and regulations thereunder.

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SECTION 9: CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICIATION
1.1As a condition of this Agreement, the Participant hereby covenants and agrees that the Participant will abide by the terms of the separately executed Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Non-Competition Agreement”). If the Participant breaches the Non-Competition Agreement in any way, any and all benefits and amounts due to the Participant under the terms of this Agreement shall be void and forfeited. Any benefits previously distributed to the Participant under this Agreement (“Prior Payments”) shall be subject to automatic recoupment, and the Participant shall immediately return Prior Payments to the Company.
SECTION 10: GENERAL PROVISIONS
1.1Inalienability. In no event may either a Participant, a former Participant or the Participant’s Beneficiary, spouse or estate sell, transfer, anticipate, assign, hypothecate, or otherwise dispose of any right or interest under the Program; and such rights and interests shall not at any time be subject to the claims of creditors nor be liable to attachment, execution or other legal process. Accordingly, for example, a Participant’s interest in the Program is not transferable pursuant to a domestic relations order.
1.2Rights and Duties. Neither the Employer nor the Committee shall be subject to any liability or duty under the Program except as expressly provided in the Program, or for any action taken, omitted or suffered in good faith.
1.3No Enlargement of Employment Rights. Neither the establishment or maintenance of the Program, nor any action of the Employer or the Committee, shall be held or construed to confer upon any individual any right to be continued as an Employee nor, upon dismissal, any right or interest in any specific assets of the Employer other than as provided in the Program. The Employer expressly reserves the right to discharge any Employee at any time.
1.4Apportionment of Costs and Duties. All acts required of the Employer under the Program may be performed by the Company for itself and its Subsidiaries, and the costs of the Program may be equitably apportioned by the Committee among the Company and the other participating Subsidiaries. Whenever the Employer is permitted or required under the terms of the Program to do or perform any act, matter or thing, it shall be done and performed by any officer or employee of the Employer who is thereunto duly authorized by the Board.
1.5Applicable Law. The provisions of the Program with the laws of the State of Maine, to the extent not preempted by federal law.
1.6Severability. If any provision of the Program is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Program, and in lieu of each provision which is held invalid or unenforceable, there shall be added as part of the Program a provision that shall be as similar in terms to such invalid or unenforceable provision as may be possible and be valid, legal, and enforceable.
1.7Captions. The captions contained in, and the table of contents prefixed to, the Program are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of the Program, nor in any way shall affect the construction of any provision of the Program.
1.8Compliance with Code Section 409A. This Program constitutes a so-called non-qualified deferred compensation plan as defined in Code Section 409A and will be interpreted, administered and construed to comply with Code Section 409A, as provided in the 2022 Plan.
SECTION 11: EXECUTION
IN WITNESS WHEREOF, this Program, having been first duly adopted by the Board, is hereby executed below by a duly authorized officer of the Company on this date, to take effect as of April 26, 2022.
CAMDEN NATIONAL CORPORATION


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Dated: April 26, 2022 By:

SEEN AND AGREED TO:
____________________________________________________
Gregory A. Dufour
Date:

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CAMDEN NATIONAL CORPORATION
AMENDED AND RESTATED
INDEPENDENT DIRECTORS’ EQUITY COMPENSATION PROGRAM
Effective April 26, 2022
1.Purpose.
The purpose of the Camden National Corporation (“CNC” or the “Company”) Independent Directors’ Equity Compensation Program (the “Program”) is to promote a culture of stock ownership, strengthen Directors’ alignment with shareholder interests, and to help attract and retain the most qualified Directors. This is a component program of the 2022 Equity and Incentive Plan (the “2022 Plan”). Notwithstanding anything herein to the contrary, this Program shall be subject to and governed by all the terms and conditions of the 2022 Plan, including the powers of the Committee set forth in Section 2(b) of the 2022 Plan. Capitalized terms in this Program shall have the meanings specified in the 2022 Plan, unless a different meaning is specified herein.
2.Administration.
The Program shall be administered by the Compensation Committee of the Board (the “Committee”). The Committee shall have complete discretion and authority with respect to the Program and its application, except as expressly limited herein. Determinations by the Committee shall be final and binding on all parties with respect to all matters relating to the Program.
3.Eligibility.
Each non-employee Director (a “Director”) of CNC and its subsidiaries, is eligible to receive equity grants under the Program.
4.Grant Timing.
On or near the annual shareholder meeting date, the Directors of CNC and its subsidiaries who will serve on the board of directors of CNC and/or its subsidiaries (each, the “Board”, as applicable) until the next annual shareholder meeting will receive an equity grant (an “Annual Equity Award”).
5.Type of Award.
The Annual Equity Award will be in the form of shares of Stock, Restricted Stock or Restricted Stock Units as determined by the Committee in its sole discretion.
6.Amount of Award,
The amount of the Annual Equity Award will be determined by the Committee from time to time in its sole discretion. The actual number of shares covered by an Annual Equity Award will be determined using the Fair Market Value on the date of grant. If a Director serves on the CNC Board or the Board(s) of any CNC subsidiary, the Director will only be eligible for one Annual Equity Award.
7.Vesting.
The vesting, if any, of an Annual Equity Award will be determined by the Committee annually in its sole discretion.
8.Dividends.
No payments of dividends shall be made unless and until an Annual Equity Award vests. With respect to any Annual Equity Award in the form of Restricted Stock, during the period of restriction, all ordinary cash dividends paid upon any Restricted Stock held by a Director will be retained by the Company and will be paid to such Director (without interest) when the Restricted Stock vests and will revert back to the Company if for any reason the Restricted Stock upon which such dividends or other distributions were paid reverts back to the Company.
9.Termination for Cause.
If the grantee’s service as a Director is terminated for Cause, any unvested portion of an Annual Equity Award and any unpaid accumulated dividends held by the Director shall terminate immediately and be of no further force and effect.
10.Retirement/Disability/Death.
Vesting of any unvested portion of an Annual Equity Award will be accelerated if a Director discontinues service due to retirement, disability, or death.
11.Partial Year of Service.
A pro-rated Annual Equity Award will be granted to a Director on or near the Director’s first day of service based on the number of months the Director will serve on the Board until the next annual shareholder meeting. For



example, if a Director is elected in October and the annual shareholder meeting is generally held in April, half of the amount of the Annual Equity Award would be granted (i.e., 6 months out of 12 months of service).
12.Ownership Guidelines and Holding Requirement.
The Company’s Bylaws and Corporate Governance Guidelines require Directors to beneficially own a designated market value of Stock (“Qualifying Shares”). The Board of Directors may, in its discretion, permit a Director to satisfy the Qualifying Shares requirement by agreeing to purchase, within 90 days of such person’s election as a Director, a minimum number of shares of stock of the Company, as specified in the Corporate Governance Guidelines, and applying 100% of such person’s Directors fees, after taxes, to purchasing the balance of the Qualifying Shares, subject to the Company’s insider trading policy.
Until the required ownership level is achieved, Directors must hold the net shares of Stock from Annual Equity Awards after applicable tax obligations are satisfied.

[NON-EXECUTIVE]
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE CAMDEN NATIONAL CORPORATION
2022 EQUITY AND INCENTIVE PLAN
Name of Grantee:
No. of Shares:
Grant Date:

Pursuant to the Camden National Corporation 2022 Equity and Incentive Plan (the “Plan”), Camden National Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the grantee named above (“Grantee”). Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
1.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless the Grantee shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement.
2.Rights of Stockholder, Voting, Dividends. Upon the issuance of the shares of Restricted Stock hereunder, the Grantee shall have the rights of a stockholder of the Company with respect to voting the shares of Restricted Stock and during the period of restriction, all ordinary cash dividends or other ordinary distributions paid upon the Restricted Stock will be retained by the Company and will be paid to the Grantee (without interest) when the Restricted Stock vests and will revert back to the Company if for any reason the Restricted Stock upon which such dividends or other distributions were paid reverts back to the Company.
3.Vesting of Restricted Stock. The restrictions and conditions in this Award Agreement shall lapse on the Vesting Date or Dates specified in the following schedule, subject to the Grantee’s continued Service through such Date, except as provided in Section 4(b). If a series of Vesting Dates is specified, then the restrictions and conditions shall lapse only with respect to the incremental number of shares of Restricted Stock specified as vested on such date. If such date is not a trading date, the Vesting Date shall be the trading date immediately prior to such date.
Incremental Number (Cumulative Number)
of Shares of Restricted Stock Vested		Vesting Date
[●][DATE]
[●][DATE]
[●][DATE]

Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock.
4.Effect of Termination of Service.
(a)Any unvested portion of the Award will be forfeited upon any termination of the Grantee’s Service, including death or Disability, except as provided in Section 4(b).
(b)Notwithstanding the foregoing:
(i)Change of Control. If Grantee’s Service is terminated by the Company or any successor entity thereto without Cause, or Grantee resigns Grantee’s Service for Good Reason, in either case, on or within two (2) years after a Change of Control, (1) any unvested portion of the Award will become fully vested (including the lapsing of all restrictions and conditions) and (2) any shares of Stock deliverable pursuant to the Award will be delivered promptly (but no later than fifteen (15) days) following Grantee’s termination of Service.
5.Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof



(together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan, a copy of which the Grantee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the certificate and legends provisions set forth in Section 9 of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan, the insider trading policy provisions set forth in Section 19(c) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Tax Withholding. Except as expressly elected by the Grantee in accordance with the terms of the Plan, the Grantee’s required minimum tax withholding obligation shall be satisfied by the Grantee’s transfer to the Company such number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.
(d)Entire Agreement. This Award Agreement and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements or understandings with respect thereto.
(e)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.
CAMDEN NATIONAL CORPORATION
By: _______________________________________
Title:    
The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Dated: __________________________________
_______________________________________
Grantee’s Signature

2

[EXECUTIVE]
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE CAMDEN NATIONAL CORPORATION
2022 EQUITY AND INCENTIVE PLAN
Name of Grantee:
No. of Shares:
Grant Date:

Pursuant to the Camden National Corporation 2022 Equity and Incentive Plan (the “Plan”), Camden National Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the grantee named above (the “Grantee”). Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
1.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless the Grantee shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement.
2.Rights of Stockholder, Voting, Dividends. Upon the issuance of the shares of Restricted Stock hereunder, the Grantee shall have the rights of a stockholder of the Company with respect to voting the shares of Restricted Stock and during the period of restriction, all ordinary cash dividends or other ordinary distributions paid upon the Restricted Stock will be retained by the Company and will be paid to the Grantee (without interest) when the Restricted Stock vests and will revert back to the Company if for any reason the Restricted Stock, upon which such dividends or other distributions were paid, reverts back to the Company.
3.Vesting of Restricted Stock. The restrictions and conditions in this Award Agreement shall lapse on the Vesting Date or Dates specified in the following schedule, subject to the Grantee’s continued Service through such Date, except as provided in Section 4(b). If a series of Vesting Dates is specified, then the restrictions and conditions shall lapse only with respect to the incremental number of shares of Restricted Stock specified as vested on such date. If such date is not a trading date, the Vesting Date shall be the trading date immediately prior to such date.
Incremental Number (Cumulative Number)
of Shares of Restricted Stock Vested		Vesting Date
[●][DATE]
[●][DATE]
[●][DATE]

Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock.
4.Effect of Termination of Service.
(a)Any unvested shares of Restricted Stock will be forfeited upon any termination of the Grantee’s Service, except as provided in Section 4(b).
(b)Notwithstanding the foregoing:
(i)Death or Disability. Any unvested shares of Restricted Stock shall be accelerated and become fully vested upon a termination of Grantee’s Service due to death or Disability.
A.“Disability” shall have the same meaning as set forth in the Grantee’s written employment agreement (or other similar written agreement) with the Company or a Subsidiary. In the absence of such a definition, “Disability” means any mental or physical condition with respect to which the Grantee







qualified for and receives benefits under a long-term disability plan of the Company or Subsidiary, or in the absence of such a long-term disability plan or coverage under such plan, “Disability” shall mean a physical or mental condition which, in the sole discretion of the Committee, is reasonably expected to be of indefinite duration and to substantially prevent the Grantee from fulfilling the Grantee’s duties or responsibilities to the Company or a Subsidiary. If an Award is determined to be subject to Code Section 409A, then notwithstanding anything else herein to the contrary, “Disability” or “Disabled” shall mean that the Grantee: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company’s Employees, or (iii) is determined to be totally disabled by the Social Security Administration. Except to the extent prohibited under Code Section 409A, if applicable, the Committee shall have discretion to determine if a termination of Service due to Disability has occurred.
(ii)Retirement. Any unvested shares of Restricted Stock shall accelerate and become fully vested upon a termination of Grantee’s Service due to Retirement.
A.“Retirement” shall mean the Grantee’s bona fide retirement from the Company provided that at the time of such retirement (a) such Grantee is in good standing, (b) has attained age 65 with at least five (5) years of employment with the Company, and (c) the Grantee has provided the Company with at least six (6) months’ prior written notice of the Grantee’s intent to retire; provided that the Committee may waive such notice requirement in its sole discretion.
(iii)Change of Control. If Grantee’s Service is terminated by the Company or any successor entity thereto without Cause, or Grantee resigns Grantee’s Service for Good Reason, in either case, on or within two (2) years after a Change of Control, (1) any unvested shares of Restricted Stock will become fully vested (including the lapsing of all restrictions and conditions) and (2) any shares of Stock deliverable pursuant to the Award will be delivered promptly (but no later than fifteen (15) days) following Grantee’s termination of Service.
5.Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan, a copy of which the Grantee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the certificate and legends provisions set forth in Section 9 of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan, the insider trading policy provisions set forth in Section 19(c) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Tax Withholding. Except as expressly elected by the Grantee in accordance with the terms of the Plan, the Grantee’s required minimum tax withholding obligation shall be satisfied by the Grantee’s transfer to the Company such number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.
2







(d)Entire Agreement. This Award Agreement and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements or understandings with respect thereto.
(e)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.
CAMDEN NATIONAL CORPORATION
By:    __________________________________
Title:    
The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Dated: __________________________    
_______________________________________
Grantee’s Signature


3


RESTRICTED STOCK AWARD AGREEMENT
UNDER THE CAMDEN NATIONAL CORPORATION
SECOND AMENDED AND RESTATED MANAGEMENT STOCK PURCHASE PROGRAM
Name of Grantee:
No. of Shares:
Grant Date:

Pursuant to the Camden National Corporation Second Amended and Restated Management Stock Purchase Program (the “Program”), a component program of the 2022 Equity and Incentive Plan, as amended through the date hereof (the “Plan”), Camden National Corporation (the “Company”) hereby grants a Restricted Stock Award (an “Award”) in lieu of a portion of their incentive payment to the Grantee named above. Upon acceptance of this Award, the Grantee shall purchase the number of shares of common stock, no par value per share (the “Restricted Stock”) at a discount (as determined by the Compensation Committee) of the Fair Market Value of the Stock on the date of grant (the “Cost”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. Capitalized terms in this Award Agreement shall have the meaning specified in the Program or the Plan, unless a different meaning is specified herein.
1.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless the Grantee shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement.
2.Rights of a Stockholder, Voting, Dividends. Upon the issuance of the shares of Restricted Stock hereunder, the Grantee shall have all the rights of a shareholder with respect to such Restricted Stock, subject, however, to the restrictions and conditions set forth in this Award Agreement, in the Program and in the Plan. Dividends on Restricted Stock shall be paid to the Grantee upon the vesting of the shares of Restricted Stock (as provided for under Section 3 herein), and, unless the Grantee makes a Section 83(b) election, such dividends are treated as ordinary income (i.e., added to W-2, Box 1 earnings) until such Restricted Stock becomes vested and distributed. If the Grantee makes a Section 83(b) election with respect to the Restricted Stock, any dividends paid on such shares will be taxed as dividends. During the period of restriction, all ordinary cash dividends or other ordinary distributions paid upon the Restricted Stock will be retained by the Company and will be paid to the Grantee (without interest) when the Restricted Stock vests and will revert back to the Company if for any reason the Restricted Stock upon which such dividends or other distributions were paid reverts back to the Company. Upon the issuance of the shares of Restricted Stock hereunder, the Grantee shall have the rights of a stockholder of the Company with respect to voting the shares of Restricted Stock.
3.Vesting of Restricted Stock. The restrictions and conditions in this Award Agreement shall lapse on the second anniversary of the Grant Date (the “Vesting Date”). If such date is not a trading date, the Vesting Date shall be the trading date immediately prior to such date. Subsequent to the Vesting Date, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Committee may at any time accelerate the vesting schedule specified in this Section 3.
4.Effect of Termination of Service.
(a)If the Grantee’s Service with the Company terminates for any reason prior to the Vesting Date, except as otherwise provided in the Grantee’s employment agreement, if any, and except as otherwise provided in Section 4(b) below, the Grantee’s unvested Restricted Stock shall be forfeited back to the Company and Grantee shall receive a cash payment equal to the lesser of (i) the Cost of such Restricted Stock or (ii) an amount equal to the number of shares of such Restricted Stock multiplied by the Fair Market Value of a share of Stock on the date of the Grantee’s termination of Service.
(b)Change of Control. If Grantee’s Service is terminated by the Company or any successor entity thereto without Cause, or Grantee resigns Grantee’s Service for Good Reason, in either case, on or within two (2) years after a Change of Control, (i) any unvested portion of the Award will become fully vested (including the lapsing of all restrictions and conditions) and (ii) any shares of Stock deliverable pursuant to the Award will be delivered promptly (but no later than fifteen (15) days) following Grantee’s termination of Service.
5.Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof
-1-



(together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan and Program. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan and the Program, copies of which the Grantee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the certificate and legends provisions set forth in Section 9 of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Tax Withholding. Except as expressly elected by the Grantee in accordance with the terms of the Plan, the Grantee’s required minimum tax withholding obligation shall be satisfied by the Grantee’s transfer to the Company of such number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.
(d)Entire Agreement. This Award Agreement, the Program and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements or understandings with respect thereto.
(e)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.
CAMDEN NATIONAL CORPORATION
By:    ____________________________________
The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Dated: ____________________________
____________________________________________________
Grantee’s Signature

-2-

RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR COMPANY EMPLOYEES
UNDER THE CAMDEN NATIONAL CORPORATION
2022 EQUITY AND INCENTIVE PLAN

Name of Grantee: [GRANTEE NAME]
No. of Restricted Stock Units: [# UNITS]
Grant Date: [GRANT DATE]
Pursuant to the Camden National Corporation 2022 Equity and Incentive Plan (the “Plan”), Camden National Corporation (the “Company”) hereby grants an Award of the number of Restricted Stock Units listed above (an “Award”) to the grantee named above (“Grantee”). Each Restricted Stock Unit shall relate to one share of Stock of the Company. Capitalized terms in this Award Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.
1.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless the Grantee shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement.
2.Issuance of Stock.
(a)The Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Section 3 or 4 of this Award Agreement as soon as practicable (but in no event later than two and one-half months after the end of the year in which the vesting date occurs), and the Grantee shall thereafter have all the rights of a shareholder of the Company with respect to such shares.
(b)Grantee shall have only the rights of a general unsecured creditor of the Company until delivery of shares of Stock in respect of the Award.
3.Vesting of Restricted Stock Units. The Award shall vest on the Vesting Date or Dates specified in the following schedule, so long as the Grantee remains an employee of the Company or a Subsidiary through such date, except as provided in Section 4(b). If a series of Vesting Dates is specified, then the Award shall vest only with respect to the incremental number of Restricted Stock Units specified as vested on such date. If such date is not a trading date, the Vesting Date shall be the trading date immediately prior to such date.
Incremental Number (Cumulative Number)
of Restricted Stock Units Vested
Vesting Date
[●][DATE]
[●][DATE]
[●][DATE]
[●][DATE]
[●][DATE]

4.Effect of Termination of Service.
(a)Any unvested portion of the Award will be forfeited upon any termination of the Grantee’s Service, including death or disability, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units, except as provided in Section 4(b).
(b)Notwithstanding the foregoing, if Grantee’s Service is terminated by the Company or any successor entity thereto without Cause, or Grantee resigns Grantee’s Service for Good Reason, in either case, on or within two (2) years after a Change of Control, (i) any unvested portion of the Award will become fully vested (including the lapsing of all restrictions and conditions) and (ii) any shares of Stock deliverable pursuant to the Award will be delivered promptly (but no later than fifteen (15) days) following Grantee’s termination of Service.



5. Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan, a copy of which the Grantee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Tax Withholding. The Grantee shall, no later than the date as of which the value of the Award first becomes includable in the gross income of the Grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. Unless otherwise elected by the Grantee and approved by the Committee, subject to the Company’s insider trading policy, as in effect from time to time, the Company’s minimum required tax withholding obligation shall be satisfied in full by the Company withholding from the vested Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.
(d)Entire Agreement. This Award Agreement and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements or understandings with respect thereto.
(e)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.
CAMDEN NATIONAL CORPORATION
By:___________________________________
Title:

The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Dated:___________________________________________________________________________
Grantee’s Signature
 

2

PERFORMANCE SHARE UNIT AWARD AGREEMENT
UNDER THE CAMDEN NATIONAL CORPORATION
SECOND AMENDED AND RESTATED
LONG-TERM PERFORMANCE SHARE UNIT PROGRAM
Name of Grantee:
No. of Performance Share Units:
Grant Date:
Long-Term Performance Period:


Pursuant to the Camden National Corporation Second Amended and Restated Long-Term Performance Share Unit Program (the “Program”), Camden National Corporation (the “Company”) hereby grants, as of the Grant Date set forth above, an award of the target number of Performance Share Units listed above (an “Award”) to the Grantee named above. Each Award (measured at target) shall relate to one share of Common Stock, no par value per share (the “Stock”) of the Company and may pay out below, at or above target, depending on whether achievement of performance is determined to be at threshold, target or superior performance. Unless otherwise determined by the Compensation Committee (the “Committee”), no amounts will be payable under this Award if performance is determined by the Committee to be below threshold. Capitalized terms in this Award Agreement shall have the meaning specified in the Program or the Plan, unless a different meaning is specified herein.
1.Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Award has vested as provided in Section 2 of this Award Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Program and this Award Agreement.
2.Vesting of Performance Share Units. The Award shall vest on the Vesting Date so long as the Grantee remains an employee of the Company or a Subsidiary on such Vesting Date; provided, however, that the Award vests only if and to the extent that the pre-established three-year performance targets are achieved as outlined in the Program and set forth on Exhibit A to this Award Agreement. The Vesting Date for the Award is the third anniversary of the Grant Date. If such date is not a trading date, the Vesting Date shall be the trading date immediately prior to such date.
3.Issuance of Shares of Stock. As soon as practicable following the Committee’s certification of performance with respect to the Long-Term Performance Period as described in the Program (but in no event later than two and one half months after the Committee’s certification), the Company shall issue to the Grantee the number of shares of Stock based on the level of achievement of the applicable performance measures as contemplated pursuant to Section 2 of this Award Agreement. On such date and thereafter, the Grantee shall have all the rights of a shareholder of the Company with respect to such shares.
4.Effect of Termination of Service.
(a)If the Grantee’s employment with the Company and its Subsidiaries terminates prior to the satisfaction of the vesting conditions as set forth in Section 2 for any reason, the Award will be forfeited upon such termination of the Grantee’s Service, except as provided in Section 4(b).
(b)Notwithstanding the foregoing:
(i)If the Grantee’s employment with the Company and its Subsidiaries terminates on account of the Grantee’s Retirement, the Grantee’s Award shall be treated in accordance with Section 8 of the Program.
(ii)If a Change of Control shall occur, the Grantee’s Award shall be treated in accordance with Section 6.3 of the Program.


5.Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan and Program. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan and the Program, a copy of which the Grantee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Tax Withholding. The Grantee shall, no later than the date as of which the Award first becomes vested or includable in the gross income of the Grantee, as applicable, for Federal income and employment tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. Unless otherwise elected by the Grantee in accordance with the terms of the Plan and approved by the Committee, subject to the Company’s insider trading policy, as in effect from time to time, the Company’s minimum required tax withholding obligation shall be satisfied in full by the Company withholding from the vested Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.
(d)Section 409A of the Code. This Award is intended to be exempt from the requirements of Section 409A of the Code as a “short-term deferral” within the meaning of Section 409A of the Code and this Award Agreement shall be interpreted and construed consistent with that intent to the maximum extent permissible.
(e)Entire Agreement. This Award Agreement, the Program and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements or understandings with respect thereto.
(f)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.

CAMDEN NATIONAL CORPORATION
By:______________________________________
Title:

The foregoing Award Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.

Dated: ______________________________________________________________
Grantee’s Signature

    -2-
4875-2051-9684 v.4

Exhibit A

[PLACEHOLDER FOR PERFORMANCE MEASURES AND MATRIX]

Defined Terms

1.1“Index Companies” shall mean the companies included in the SNL Small Cap U.S. Bank Index (a) that are NYSE, NYSE Market and NASDAQ-traded commercial banks and (b) that had assets between $2 billion and $10 billion as of December 31 of the year immediately preceding the commencement of the applicable Performance Measurement Period. If an Index Company becomes bankrupt, delisted or is acquired during the applicable Performance Measurement Period, such Index Company shall be removed for the entire Performance Measurement Period and will not be replaced.
1.2“Performance Measurement Period” shall mean each Fiscal Year of a Long-Term Performance Period.
1.3“Program” shall mean the Second Amended and Restated Long-Term Performance Share Unit Program, filed with the Commission on [●], 2022.
1.4“Relative Return on Average Equity” shall mean the Company’s ROAE during the Performance Measurement Period compared to the ROAE of the Index Companies during the Performance Measurement Period. Relative performance will be determined by ranking the Company and the Index Companies according to their respective ROAE, with a rank of #1 for the company with the highest ROAE through the last ranking equal to the total number of companies in the comparison. After this ranking, the percentile ranking of the Company relative to the Index Companies will be determined as follows:
image_0.jpg

where:    “P” represents the percentile ranking which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
    “N” represents the number of Index Companies, including the Company.
    “R” represents the Company’s numerical ranking among the Index Companies.
For example, if there were 150 Companies in the Index, including the Company, and the Company’s ROAE ranked #14, the percentile ranking would be the 91st percentile (1-(14-1/150).
1.5“Return on Average Equity” or “ROAE” shall mean, for the Company and each Index Company, for a Long-Term Performance Period or period thereof, the average of (x) such company’s net income for each of the Fiscal Years during such Long-Term Performance Period, divided by (y) such company’s average equity during such Fiscal Year, in each case as reported in such company’s annual reports on Form 10-K for the Fiscal Years included in such Long-Term Performance Period.
1.6 “Tangible Assets” shall mean the Company’s total assets, less goodwill and other intangible assets.
1.7“Tangible Common Equity” shall mean the Company’s total common shareholders’ equity, adjusted for goodwill and intangible assets- related impairment and/or amortization expense, net of any income tax benefit.
1.8“Tangible Common Equity Ratio” or “TCE Ratio”, for a Long-Term Performance Period or a portion thereof, shall mean the Company’s ratio of Tangible Common Equity to Tangible Assets.
    -3-
4875-2051-9684 v.4

INCENTIVE STOCK OPTION AGREEMENT
UNDER THE CAMDEN NATIONAL CORPORATION
2022 EQUITY AND INCENTIVE PLAN
Name of Optionee:            [●]
No. of Option Shares:            [●]
Option Exercise Price per Share:        $[●]
Grant Date:                [●]
Expiration Date:                [●]
Pursuant to the Camden National Corporation 2022 Equity and Incentive Plan, as amended through the date hereof (the “Plan”), Camden National Corporation (the “Company”) hereby grants to the Optionee named above a stock option (the “Stock Option”) to purchase, on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, no par value (the “Stock”), of the Company specified above at the Option Exercise Price per share specified above, subject to the terms and conditions set forth in this Award Agreement and in the Plan.
1.Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Committee (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated:
Incremental (Aggregate) Number
Exercisability Date
[●]DATE
[●]DATE
[●]DATE
[●]DATE

Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.
2.Manner of Exercise.
(a)The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Committee of the Optionee’s election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.
i)Unless otherwise elected by the Optionee and approved by the Committee, payment of the purchase price for the Option Shares shall be made by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure.
ii)If elected by the Optionee and approved by the Committee, whole or partial payment may be made by one or more of the following methods: (A) in cash, by certified or bank check or other instrument acceptable to the Committee; (B) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that have been beneficially owned by the Optionee for at least six (6) months and are not then subject to any restrictions under any Company plan. Payment instruments will be received subject to collection.
iii)The delivery of Stock representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Company may require to



satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the shares attested to.
(b)The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof and the Company shall have issued and delivered the Stock to the Optionee. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c)The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d)Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
3.Effect of Termination of Service.
(a)If the Optionee’s Service with the Company or a Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.
(i)Death. If the Optionee’s employment terminates by reason of death, any Stock Option held by the Optionee shall become fully exercisable and may thereafter be exercised by the Optionee’s legal representative or legatee for a period of twelve (12) months from the date of death or until the Expiration Date, if earlier.
(ii)Disability. If the Optionee’s employment terminates by reason of Disability, any Stock Option held by the Optionee shall become fully exercisable and may thereafter be exercised by the Optionee for a period of twelve (12) months from the date of termination or until the Expiration Date, if earlier. The death of the Optionee during the 12-month period provided in this Section 3(a)(ii) shall extend such period for another twelve (12) months from the date of death or until the Expiration Date, if earlier.
A.“Disability” shall have the same meaning as set forth in the Optionee’s written employment agreement (or other similar written agreement) with the Company or a Subsidiary. In the absence of such a definition, “Disability” means any mental or physical condition with respect to which the Optionee qualified for and receives benefits under a long-term disability plan of the Company or Subsidiary, or in the absence of such a long-term disability plan or coverage under such plan, “Disability” shall mean a physical or mental condition which, in the sole discretion of the Committee, is reasonably expected to be of indefinite duration and to substantially prevent the Optionee from fulfilling the Optionee’s duties or responsibilities to the Company or a Subsidiary. If an Award is determined to be subject to Code Section 409A, then notwithstanding anything else herein to the contrary, “Disability” or “Disabled” shall mean that the Optionee: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering the Company’s Employees, or (iii) is determined to be totally disabled by the Social Security Administration. Except to the extent prohibited under Code Section 409A, if applicable, the Committee shall have discretion to determine if a termination of Service due to Disability has occurred.
(iii)Termination for Cause. If the Optionee’s employment terminates for Cause (as defined in the Plan), any Stock Option held by the Optionee shall terminate immediately and be of no further force and effect.
(iv)Other Termination. If the Optionee’s employment terminates for any reason other than as set forth in subsections (i), (ii), and (iii) above, and unless otherwise determined by the Committee, any Stock Option held by the Optionee may be exercised, only to the extent immediately exercisable on the date of termination, for a period of three (3) months from the date of termination or until the Expiration Date, if earlier. Any Stock Option that is not exercisable at such time shall terminate immediately and be of no further force or effect.
    -2-


(b)The Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and the Optionee’s representatives or legatees.
4.Additional Provisions.
(a)Data Privacy Consent. In order to administer the Plan and this Award Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Award Agreement (the “Relevant Information”). By entering into this Award Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information, subject to applicable law; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
(b)Incorporation of Plan. This Award Agreement shall be subject to and governed by all the terms and conditions of the Plan, a copy of which the Optionee acknowledges having received, including, but not limited to, the powers of the Committee set forth in Section 2(b) of the Plan, the Change of Control provisions set forth in Section 14 of the Plan, the tax withholding provisions set forth in Section 16 of the Plan, the nonassignability provisions set forth in Section 19(a) of the Plan, the insider trading policy provisions set forth in Section 19(c) of the Plan and the provisions regarding Code Section 409A set forth in Section 26 of the Plan.
(c)Status of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The Optionee should consult with the Optionee’s own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will notify the Company within thirty (30) days after such disposition.
(d)Tax Withholding.
(i)Payment in Stock. Unless otherwise elected by the Optionee and approved by the Committee, subject to the Company’s insider trading policy, as in effect from time to time, the minimum required tax withholding obligation shall be satisfied in full by the Optionee authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.
(ii)Payment by Optionee. If the Optionee elects and the Committee approves a form of payment other that provided in Section 2(a), above, each Optionee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the Optionee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any faederal, state, or local taxes of any kind required by law to be withheld with respect to such income. Such arrangements may include payment, in whole or in part by the Optionee transferring to the Company shares of Stock owned by the Optionee with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Optionee. The Company’s obligation to deliver Stock to any Optionee is subject to and conditioned on tax obligations being satisfied by the Optionee.
(e)Entire Agreement. This Award Agreement and the Plan contain the entire agreement of the parties relating to the subject matter hereof and supersede any prior agreements or understandings with respect thereto.
(f)No Right to Continued Service or Future Awards. This Award Agreement does not confer upon the Optionee any rights with respect to continuation of employment by the Company or any Subsidiary or with respect to any future Awards.

    -3-


CAMDEN NATIONAL CORPORATION
By:_______________________________
Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Dated: _____________________________________________________________
Optionee’s Signature

    -4-

Exhibit #31.1
 
CERTIFICATION
 
I, Gregory A. Dufour, certify that:
 
I have reviewed this quarterly report on Form 10-Q of Camden National Corporation;
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 5, 2022
 
 /s/ Gregory A. Dufour
 Gregory A. Dufour
 President and Chief Executive Officer
 

Exhibit #31.2
 
CERTIFICATION
 
I, Michael R. Archer, certify that: 

I have reviewed this quarterly report on Form 10-Q of Camden National Corporation;
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: May 5, 2022
 /s/ Michael R. Archer
 Michael R. Archer
 Chief Financial Officer and Principal Financial & Accounting Officer

Exhibit #32.1
 
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
 
The undersigned officer of Camden National Corporation (the “Company”) hereby certifies that the Company's quarterly report on Form 10-Q for the period ended March 31, 2022 to which this certification is being furnished as an exhibit (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of this section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
 
/s/ Gregory A. Dufour May 5, 2022
Gregory A. Dufour Date
President and Chief Executive Officer  
 

Exhibit #32.2
 
Certification of Periodic Financial Report
Pursuant to 18 U.S.C. Section 1350
 
The undersigned officer of Camden National Corporation (the “Company”) hereby certifies that the Company's quarterly report on Form 10-Q for the period ended March 31, 2022 to which this certification is being furnished as an exhibit (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.  This certification is provided pursuant to 18 U.S.C. Section 1350 and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of this section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act of the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
 
/s/ Michael R. Archer May 5, 2022
Michael R. Archer Date
Chief Financial Officer and Principal Financial & Accounting Officer