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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 September 30, 2020

Commission File Number 0-26589



THE FIRST BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Maine 01-0404322
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Main Street Damariscotta Maine 04543
(Address of principal executive offices)  (Zip code)

(207) 563-3195
Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes    No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
 if any, every, Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes    No

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of November 1, 2020
Common Stock: 10,947,662 shares



Table of Contents
1
1
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6
8
8
9
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32
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35
Note 10 - Financial Derivative Instruments
36
39
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40
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49
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61
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74
75
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Item 4 - Controls and Procedures
79
80
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80
81
81
82
83



Part I. Financial Information
Selected Financial Data (Unaudited)
The First Bancorp, Inc. and Subsidiary
Dollars in thousands,
As of and for the nine months ended September 30, As of and for the quarter ended September 30,
except for per share amounts
2020 2019 2020 2019
Summary of Operations
Interest Income $ 57,986  $ 58,994  $ 18,506  $ 19,904 
Interest Expense 13,832  19,919  3,761  6,678 
Net Interest Income 44,154  39,075  14,745  13,226 
Provision for Loan Losses 4,550  875  1,800  250 
Non-Interest Income 13,627  10,281  4,805  3,532 
Non-Interest Expense 29,236  26,168  9,276  9,040 
Net Income 20,159  18,839  7,095  6,288 
Per Common Share Data
Basic Earnings per Share $ 1.86  $ 1.74  $ 0.65  $ 0.58 
Diluted Earnings per Share 1.84  1.73  0.65  0.58 
Cash Dividends Declared 0.92  0.89  0.31  0.30 
Book Value per Common Share 20.05  19.13  20.05  19.13 
Tangible Book Value per Common Share2
17.32  16.39  17.32  16.39 
Market Value 21.07  27.49  21.07  27.49 
Financial Ratios
Return on Average Equity1
12.32  % 12.49  % 12.80  % 11.99  %
Return on Average Tangible Common Equity1,2
14.27  % 14.67  % 14.81  % 14.01  %
Return on Average Assets1
1.22  % 1.26  % 1.24  % 1.24  %
Average Equity to Average Assets 9.89  % 10.11  % 9.65  % 10.33  %
Average Tangible Equity to Average Assets2
8.54  % 8.61  % 8.34  % 8.84  %
Net Interest Margin Tax-Equivalent1,2
2.93  % 2.90  % 2.82  % 2.88  %
Dividend Payout Ratio 49.46  % 51.15  % 47.69  % 51.72  %
Allowance for Loan Losses/Total Loans 1.07  % 0.93  % 1.07  % 0.93  %
Non-Performing Loans to Total Loans 0.63  % 1.33  % 0.63  % 1.33  %
Non-Performing Assets to Total Assets 0.43  % 0.84  % 0.43  % 0.84  %
Efficiency Ratio2
50.00  % 51.12  % 45.97  % 52.08  %
At Period End
Total Assets $ 2,296,626  $ 2,033,227  $ 2,296,626  $ 2,033,227 
Total Loans 1,436,646  1,263,459  1,436,646  1,263,459 
Total Investment Securities 682,647  634,566  682,647  634,566 
Total Deposits 1,763,059  1,623,290  1,763,059  1,623,290 
Total Shareholders' Equity 219,440  208,489  219,440  208,489 
1Annualized using a 366-day basis in 2020 and a 365-day basis in 2019.
2These ratios use non-GAAP financial measures. See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional disclosures and information.
1


Item 1 – Financial Statements










Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
The First Bancorp, Inc.

We have reviewed the accompanying interim consolidated financial information of The First Bancorp, Inc. and Subsidiary as of September 30, 2020 and 2019 and for the three-month and nine-month periods then ended. These financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying  interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.


/s/ Berry Dunn McNeil & Parker, LLC
Portland, Maine
November 6, 2020
2


Consolidated Balance Sheets (Unaudited)
The First Bancorp, Inc. and Subsidiary
September 30,
2020
December 31, 2019 September 30,
2019
Assets
Cash and cash equivalents $ 22,742,000  $ 14,433,000  $ 21,418,000 
Interest bearing deposits in other banks 48,111,000  11,310,000  16,714,000 
Securities available for sale 340,140,000  360,520,000  326,798,000 
Securities to be held to maturity (fair value of $342,062,000 at September 30, 2020, $287,045,000 at December 31, 2019 and $306,647,000 at September 30, 2019)
331,962,000  281,606,000  298,786,000 
Restricted equity securities, at cost 10,545,000  8,982,000  8,982,000 
Loans held for sale 6,387,000  154,000  852,000 
Loans 1,436,646,000  1,297,075,000  1,263,459,000 
Less allowance for loan losses 15,371,000  11,639,000  11,765,000 
Net loans 1,421,275,000  1,285,436,000  1,251,694,000 
Accrued interest receivable 10,249,000  7,167,000  7,636,000 
Premises and equipment, net 27,110,000  21,305,000  21,232,000 
Other real estate owned 777,000  279,000  279,000 
Goodwill 29,805,000  29,805,000  29,805,000 
Other assets 47,523,000  47,799,000  49,031,000 
Total assets $ 2,296,626,000  $ 2,068,796,000  $ 2,033,227,000 
Liabilities
Demand deposits $ 248,444,000  $ 169,777,000  $ 171,623,000 
NOW deposits 492,223,000  393,569,000  400,514,000 
Money market deposits 156,948,000  161,000,000  148,689,000 
Savings deposits 275,513,000  236,141,000  240,691,000 
Certificates of deposit 589,931,000  689,979,000  661,773,000 
Total deposits 1,763,059,000  1,650,466,000  1,623,290,000 
Borrowed funds – short term 228,687,000  174,850,000  171,310,000 
Borrowed funds – long term 55,100,000  10,105,000  10,107,000 
Other liabilities 30,340,000  20,867,000  20,031,000 
Total liabilities 2,077,186,000  1,856,288,000  1,824,738,000 
Shareholders' equity
Common stock, one cent par value per share
109,000  109,000  109,000 
Additional paid-in capital 64,943,000  63,964,000  63,602,000 
Retained earnings 154,783,000  144,839,000  141,509,000 
Accumulated other comprehensive income (loss)
Net unrealized gain on securities available for sale 5,520,000  3,657,000  3,686,000 
Net unrealized loss on securities transferred from available for sale to held to maturity (139,000) (182,000) (189,000)
Net unrealized gain (loss) on cash flow hedging derivative instruments (5,800,000) 97,000  (265,000)
Net unrealized gain on postretirement costs 24,000  24,000  37,000 
Total shareholders' equity 219,440,000  212,508,000  208,489,000 
Total liabilities & shareholders' equity $ 2,296,626,000  $ 2,068,796,000  $ 2,033,227,000 
Common Stock
Number of shares authorized 18,000,000  18,000,000  18,000,000 
Number of shares issued and outstanding 10,942,959  10,899,210  10,896,331 
Book value per common share $ 20.05  $ 19.50  $ 19.13 
Tangible book value per common share $ 17.32  $ 16.75  $ 16.39 
See Report of Independent Registered Public Accounting Firm. The accompanying notes are an integral part of these consolidated financial statements.
3


Consolidated Statements of Income and Comprehensive Income (Unaudited)
The First Bancorp, Inc. and Subsidiary
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Interest income
Interest and fees on loans (includes tax-exempt income of $899,000 YTD September 30, 2020 and $1,001,000 YTD September 30, 2019)
$ 44,124,000  $ 44,450,000  $ 14,109,000  $ 14,993,000 
Interest on deposits with other banks 87,000  145,000  8,000  48,000 
Interest and dividends on investments (includes tax-exempt income of $5,649,000 YTD September 30, 2020 and $5,480,000 YTD September 30, 2019)
13,775,000  14,399,000  4,389,000  4,863,000 
     Total interest income 57,986,000  58,994,000  18,506,000  19,904,000 
Interest expense
Interest on deposits 11,613,000  17,739,000  2,866,000  5,983,000 
Interest on borrowed funds 2,219,000  2,180,000  895,000  695,000 
     Total interest expense 13,832,000  19,919,000  3,761,000  6,678,000 
Net interest income 44,154,000  39,075,000  14,745,000  13,226,000 
Provision for loan losses 4,550,000  875,000  1,800,000  250,000 
Net interest income after provision for loan losses 39,604,000  38,200,000  12,945,000  12,976,000 
Non-interest income
Investment management and fiduciary income 2,712,000  2,459,000  909,000  822,000 
Service charges on deposit accounts 1,257,000  1,747,000  375,000  577,000 
Net securities gains 1,179,000  15,000    15,000 
Mortgage origination and servicing income, net of amortization 3,802,000  1,227,000  1,914,000  576,000 
Other operating income 4,677,000  4,833,000  1,607,000  1,542,000 
     Total non-interest income 13,627,000  10,281,000  4,805,000  3,532,000 
Non-interest expense
Salaries and employee benefits 14,719,000  13,698,000  5,032,000  4,865,000 
Occupancy expense 2,117,000  1,931,000  709,000  644,000 
Furniture and equipment expense 3,438,000  2,969,000  1,184,000  969,000 
FDIC insurance premiums 548,000  439,000  189,000  — 
Amortization of identified intangibles 32,000  32,000  10,000  10,000 
Other operating expense 8,382,000  7,099,000  2,152,000  2,552,000 
     Total non-interest expense 29,236,000  26,168,000  9,276,000  9,040,000 
Income before income taxes 23,995,000  22,313,000  8,474,000  7,468,000 
Income tax expense 3,836,000  3,474,000  1,379,000  1,180,000 
NET INCOME $ 20,159,000  $ 18,839,000  $ 7,095,000  $ 6,288,000 
Basic earnings per common share $ 1.86  $ 1.74  $ 0.65  $ 0.58 
Diluted earnings per common share $ 1.84  $ 1.73  $ 0.65  $ 0.58 
Other comprehensive income (loss) net of tax
Net unrealized gain (loss) on securities available for sale $ 1,863,000  $ 8,737,000  $ (1,580,000) $ 936,000 
Net unrealized gain on securities transferred from available for sale to held to maturity, net of amortization 43,000  8,000  7,000  1,000 
Net unrealized gain (loss) on cash flow hedging derivative instruments (5,897,000) (1,703,000) 387,000  (340,000)
    Other comprehensive gain (loss) (3,991,000) 7,042,000  (1,186,000) 597,000 
Comprehensive income $ 16,168,000  $ 25,881,000  $ 5,909,000  $ 6,885,000 
See Report of Independent Registered Public Accounting Firm.
The accompanying notes are an integral part of these consolidated financial statements.
4


Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
The First Bancorp, Inc. and Subsidiary
Common stock and
additional paid-in capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
shareholders'
equity
Shares Amount
Balance at December 31, 2018 10,862,651 $ 62,855,000  $ 132,460,000  $ (3,773,000) $ 191,542,000 
Net income —  —  18,839,000  —  18,839,000 
Net unrealized gain on securities available for sale, net of tax —  —  —  8,737,000  8,737,000 
Net unrealized loss on cash flow hedging derivative instruments, net of tax —  —  —  (1,703,000) (1,703,000)
Net unrealized gain on securities transferred from available for sale to held to maturity, net of tax —  —  —  8,000  8,000 
Comprehensive income —  —  18,839,000  7,042,000  25,881,000 
Cash dividends declared ($0.89 per share)
—  —  (9,694,000) —  (9,694,000)
Equity compensation expense —  368,000  —  —  368,000 
Payment to repurchase common stock (4,179) —  (96,000) (96,000)
Issuance of restricted stock 19,087  —  —  —  — 
Proceeds from sale of common stock 18,772  488,000  —  —  488,000 
Balance at September 30, 2019 10,896,331 $ 63,711,000  $ 141,509,000  $ 3,269,000  $ 208,489,000 
Balance at December 31, 2019 10,899,210 $ 64,073,000  $ 144,839,000  $ 3,596,000  $ 212,508,000 
Net income —  —  20,159,000  —  20,159,000 
Net unrealized gain on securities available for sale, net of tax —  —  —  1,863,000  1,863,000 
Net unrealized loss on cash flow hedging derivative instruments, net of tax —  —  (5,897,000) (5,897,000)
Net unrealized gain on securities transferred from available for sale to held to maturity, net of tax —  —  43,000  43,000 
Comprehensive income (loss) —  —  20,159,000  (3,991,000) 16,168,000 
Cash dividends declared ($0.92 per share)
—  —  (10,058,000) —  (10,058,000)
Equity compensation expense —  482,000  —  —  482,000 
Payment to repurchase common stock (5,447) —  (157,000) —  (157,000)
Issuance of restricted stock 27,345  —  —  —  — 
Proceeds from sale of common stock 21,851  497,000  —  —  497,000 
Balance at September 30, 2020 10,942,959 $ 65,052,000  $ 154,783,000  $ (395,000) $ 219,440,000 
See Report of Independent Registered Public Accounting Firm.
The accompanying notes are an integral part of these consolidated financial statements.
5


Consolidated Statements of Cash Flows (Unaudited)
The First Bancorp, Inc. and Subsidiary
For the nine months ended
September 30, 2020 September 30, 2019
Cash flows from operating activities
     Net income $ 20,159,000  $ 18,839,000 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation 1,670,000  1,398,000 
Change in deferred taxes (24,000) 232,000 
Provision for loan losses 4,550,000  875,000 
Loans originated for resale (53,772,000) (14,177,000)
Proceeds from sales and transfers of loans 49,941,000  13,732,000 
Net gain on sales of loans (2,402,000) (407,000)
Net gain on sale or call of securities (1,179,000) (15,000)
Net amortization of premiums on investments 1,425,000  752,000 
Net (gain) loss on sale of other real estate owned 5,000  (113,000)
Provision for losses on other real estate owned 45,000  — 
Equity compensation expense 482,000  368,000 
Net increase in other assets and accrued interest (9,757,000) (9,743,000)
Net increase in other liabilities 9,579,000  2,036,000 
Net (gain) loss on disposal of premises and equipment (3,000) 386,000 
Amortization of investment in limited partnership 313,000  230,000 
Net acquisition amortization 32,000  32,000 
     Net cash provided by operating activities 21,064,000  14,425,000 
Cash flows from investing activities
Increase in interest-bearing deposits in other banks (36,801,000) (4,635,000)
Proceeds from sales of securities available for sale 70,869,000  3,835,000 
Proceeds from maturities, payments and calls of securities available for sale 90,809,000  51,633,000 
Proceeds from maturities, payments, calls and sales of securities to be held to maturity 62,916,000  17,963,000 
Proceeds from sales of other real estate owned 279,000  418,000 
Purchases of securities available for sale (139,353,000) (54,553,000)
Purchases of securities to be held to maturity (113,052,000) (61,051,000)
Redemption of restricted equity securities   2,604,000 
Purchase of restricted equity securities (1,563,000) — 
Net increase in loans (141,216,000) (25,518,000)
Capital expenditures (7,475,000) (960,000)
Proceeds from disposal of premises and equipment 3,000  — 
     Net cash used by investing activities (214,584,000) (70,264,000)
Cash flows from financing activities
Net increase in demand, savings, and money market accounts 212,641,000  25,821,000 
Net increase (decrease) in certificates of deposit (100,048,000) 70,384,000 
Net increase in short-term borrowings 53,837,000  — 
Advances on long-term borrowings 55,000,000  — 
Repayment on long-term borrowings (10,005,000) (28,900,000)
Payment to repurchase common stock (157,000) (96,000)
Proceeds from sale of common stock 497,000  488,000 
Dividends paid (9,936,000) (9,574,000)
     Net cash provided by financing activities 201,829,000  58,123,000 
Net increase in cash and cash equivalents 8,309,000  2,284,000 
Cash and cash equivalents at beginning of period 14,433,000  19,134,000 
     Cash and cash equivalents at end of period $ 22,742,000  $ 21,418,000 
6


For the nine months ended
September 30, 2020 September 30, 2019
Interest paid $ 14,066,000  $ 19,858,000 
Income taxes paid 3,917,000  3,390,000 
Non-cash transactions
Net transfer from loans to other real estate owned $ 827,000  $  
See Report of Independent Registered Public Accounting Firm.
The accompanying notes are an integral part of these consolidated financial statements.
7


Notes to Consolidated Financial Statements
The First Bancorp, Inc. and Subsidiary
Note 1 – Basis of Presentation
The First Bancorp, Inc. ("the Company") is a financial holding company that owns all of the common stock of First National Bank ("the Bank"). The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of Management, all adjustments (consisting of normally recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany transactions and balances are eliminated in consolidation. The income reported for the 2020 period is not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, refer to the consolidated financial statements and notes included in the Company's annual report on Form 10-K for the year ended December 31, 2019.

Risks and Uncertainties
The impact of the coronavirus disease (COVID-19) continues to cause disruption and uncertainty in the local, national, and world economies. To curtail spread of the virus, governments at all levels have encouraged social distancing and many have imposed restrictions on travel and group meetings, and/or mandated shut-downs of all but essential businesses. The pace of re-opening varies across the United States, and some locations have considered or proceeded with reimposed restrictions after experiencing increases in infection rates. Much of the unprecedented uncertainty surrounding the duration of the pandemic, its potential economic ramifications, and any government actions to mitigate them initially experienced in the first two quarters of 2020 has continued in the third quarter and early stages of the the fourth quarter.
The Company’s business, financial condition and results of operations generally rely upon the ability of the Bank’s borrowers to repay their loans, the value of collateral underlying the Bank’s secured loans, and demand for loans and other products and services the Bank offers, which are highly dependent on the business environment in the Bank’s primary markets where it operates and in the United States as a whole. The Bank's primary market is the State of Maine, which relies upon tourism for a significant percentage of its economic activity. COVID-19 has adversely impacted the tourism industry to a greater degree than other industries, however, it remains the case that an assessment of the impact cannot be completed with a high degree of certainty at this time. In addition to loans, demand for other products and services could be impacted by COVID-19. Depositors and other funding sources may be unwilling to renew certificates of deposit or other types of funding, or may only be willing to do so on terms, including higher interest rates, that are materially less favorable than the Bank has experienced in the recent past. Certain fee based activities such as service charges, interchange revenues, and wealth management activity, could be impacted due to lower activity or market declines. Accordingly, while management expects this matter may have a negative impact on the Company's financial position and results of future operations, the materiality of such potential impact cannot be reasonably estimated as of the date of this report, November 6, 2020.

Subsequent Events
Events occurring subsequent to September 30, 2020, have been evaluated as to their potential impact to the financial statements.

8


Note 2 – Investment Securities
The following table summarizes the amortized cost and estimated fair value of investment securities at September 30, 2020:
Amortized
Cost
Unrealized Gains Unrealized Losses Fair Value (Estimated)
Securities available for sale
U.S. Government-sponsored agencies $ 27,545,000  $ 180,000  $ (228,000) $ 27,497,000 
Mortgage-backed securities 270,336,000  6,737,000  (649,000) 276,424,000 
State and political subdivisions 35,271,000  1,240,000  (292,000) 36,219,000 
$ 333,152,000  $ 8,157,000  $ (1,169,000) $ 340,140,000 
Securities to be held to maturity
U.S. Government-sponsored agencies $ 26,146,000  $ 294,000  $ —  $ 26,440,000 
Mortgage-backed securities 43,414,000  844,000  (119,000) 44,139,000 
State and political subdivisions 245,152,000  8,660,000  (69,000) 253,743,000 
Corporate securities 17,250,000  490,000  —  17,740,000 
$ 331,962,000  $ 10,288,000  $ (188,000) $ 342,062,000 
Restricted equity securities
Federal Home Loan Bank Stock $ 9,508,000  $ —  $ —  $ 9,508,000 
Federal Reserve Bank Stock 1,037,000  —  —  1,037,000 
$ 10,545,000  $ —  $ —  $ 10,545,000 

The following table summarizes the amortized cost and estimated fair value of investment securities at December 31, 2019:
Amortized
Cost
Unrealized Gains Unrealized Losses Fair Value (Estimated)
Securities available for sale
U.S. Government-sponsored agencies
$ 7,500,000  $ —  $ (102,000) $ 7,398,000 
Mortgage-backed securities 323,277,000  4,173,000  (833,000) 326,617,000 
State and political subdivisions 25,113,000  1,392,000  —  26,505,000 
$ 355,890,000  $ 5,565,000  $ (935,000) $ 360,520,000 
Securities to be held to maturity
U.S. Government-sponsored agencies $ 32,840,000  $ 47,000  $ (26,000) $ 32,861,000 
Mortgage-backed securities 14,431,000  450,000  (16,000) 14,865,000 
State and political subdivisions 219,585,000  4,936,000  (109,000) 224,412,000 
Corporate securities 14,750,000  157,000  —  14,907,000 
$ 281,606,000  $ 5,590,000  $ (151,000) $ 287,045,000 
Restricted equity securities
Federal Home Loan Bank Stock $ 7,945,000  $ —  $ —  $ 7,945,000 
Federal Reserve Bank Stock 1,037,000  —  —  1,037,000 
$ 8,982,000  $ —  $ —  $ 8,982,000 
9



The following table summarizes the amortized cost and estimated fair value of investment securities at September 30, 2019:
Amortized
Cost
Unrealized Gains Unrealized Losses Fair Value (Estimated)
Securities available for sale
Mortgage-backed securities $ 317,553,000  $ 5,327,000  $ (690,000) $ 322,190,000 
State and political subdivisions 4,580,000  28,000  —  4,608,000 
$ 322,133,000  $ 5,355,000  $ (690,000) $ 326,798,000 
Securities to be held to maturity
U.S. Government-sponsored agencies $ 32,840,000  $ 93,000  $ —  $ 32,933,000 
Mortgage-backed securities 15,584,000  502,000  (16,000) 16,070,000 
State and political subdivisions 236,612,000  7,136,000  (48,000) 243,700,000 
Corporate securities 13,750,000  194,000  —  13,944,000 
$ 298,786,000  $ 7,925,000  $ (64,000) $ 306,647,000 
Restricted equity securities
Federal Home Loan Bank Stock $ 7,945,000  $ —  $ —  $ 7,945,000 
Federal Reserve Bank Stock 1,037,000  —  —  1,037,000 
$ 8,982,000  $ —  $ —  $ 8,982,000 

The following table summarizes the contractual maturities of investment securities at September 30, 2020:
Securities available for sale Securities to be held to maturity
Amortized
Cost
Fair Value (Estimated) Amortized
Cost
Fair Value (Estimated)
Due in 1 year or less $ 7,097,000  $ 7,159,000  $ 2,454,000  $ 2,462,000 
Due in 1 to 5 years 23,789,000  24,260,000  32,595,000  33,683,000 
Due in 5 to 10 years 58,430,000  60,086,000  176,400,000  182,370,000 
Due after 10 years 243,836,000  248,635,000  120,513,000  123,547,000 
$ 333,152,000  $ 340,140,000  $ 331,962,000  $ 342,062,000 

The following table summarizes the contractual maturities of investment securities at December 31, 2019:
Securities available for sale Securities to be held to maturity
Amortized
Cost
Fair Value (Estimated) Amortized
Cost
Fair Value (Estimated)
Due in 1 year or less $ 127,000  $ 127,000  $ 1,334,000  $ 1,338,000 
Due in 1 to 5 years 36,534,000  36,778,000  25,860,000  26,323,000 
Due in 5 to 10 years 93,134,000  95,014,000  179,133,000  182,834,000 
Due after 10 years 226,095,000  228,601,000  75,279,000  76,550,000 
$ 355,890,000  $ 360,520,000  $ 281,606,000  $ 287,045,000 










10


The following table summarizes the contractual maturities of investment securities at September 30, 2019:
Securities available for sale Securities to be held to maturity
Amortized
Cost
Fair Value (Estimated) Amortized
Cost
Fair Value (Estimated)
Due in 1 year or less $ 189,000  $ 189,000  $ 1,241,000  $ 1,245,000 
Due in 1 to 5 years 36,304,000  36,703,000  23,460,000  23,920,000 
Due in 5 to 10 years 91,242,000  93,419,000  184,234,000  188,811,000 
Due after 10 years 194,398,000  196,487,000  89,851,000  92,671,000 
$ 322,133,000  $ 326,798,000  $ 298,786,000  $ 306,647,000 
At September 30, 2020, securities with a fair value of $285,253,000 were pledged to secure public deposits, repurchase agreements, and for other purposes as required by law. This compares to securities with a fair value of $214,173,000 as of December 31, 2019 and $216,903,000 at September 30, 2019, pledged for the same purposes.
Gains and losses on the sale of securities are computed by subtracting the amortized cost at the time of sale from the security's selling price, net of accrued interest to be received. The following table shows securities gains and losses for the nine months and quarters ended September 30, 2020 and 2019:
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Proceeds from sales of securities $ 79,469,000  $ 4,725,000  $   $ 4,725,000 
Gross realized gains 1,526,000  82,000    82,000 
Gross realized losses (347,000) (67,000)   (67,000)
Net gain $ 1,179,000  $ 15,000  $   $ 15,000 
Related income taxes $ 248,000  $ 3,000  $   $ 3,000 

Sales include 28 municipal securities sold in the second quarter of 2020 that had been designated as Held to Maturity. Proceeds from these sales totaled $8,600,000 against a cumulative book value of $8,313,000 resulting in a net realized gain of $268,000. The economic potential impact of COVID-19 is considered to be an isolated and unusual event that could not be reasonably anticipated as outlined in Accounting Standards Codification (ASC) Section 320-10-25. Management conducted a review of its municipal bond portfolio in conjunction with risk mitigation efforts related to the onset of the COVID-19 virus; the intent of the review was to identify investment exposures with lower relative credit ratings, locales with perceived above average economic risk, municipal entities with reliance upon sales tax or income tax revenue, or any combination of these factors. Each of the sold positions met one or more of the criteria.
Management reviews securities with unrealized losses for other than temporary impairment. As of September 30, 2020, there were 75 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 10 had been temporarily impaired for 12 months or more. The Company has the ability and intent to hold its impaired securities until a recovery of their amortized cost, which may be at maturity.
Information regarding securities temporarily impaired as of September 30, 2020 is summarized below:
Less than 12 months 12 months or more Total
Fair Value (Estimated) Unrealized Losses Fair Value (Estimated) Unrealized Losses Fair Value (Estimated) Unrealized Losses
U.S. Government-sponsored agencies $ 16,817,000  $ (228,000) $ —  $ —  $ 16,817,000  $ (228,000)
Mortgage-backed securities 79,816,000  (654,000) 4,216,000  (114,000) 84,032,000  (768,000)
State and political subdivisions 19,201,000  (361,000) —  —  19,201,000  (361,000)
$ 115,834,000  $ (1,243,000) $ 4,216,000  $ (114,000) $ 120,050,000  $ (1,357,000)

11


As of December 31, 2019, there were 86 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 28 had been temporarily impaired for 12 months or more.
Information regarding securities temporarily impaired as of December 31, 2019 is summarized below:
Less than 12 months 12 months or more Total
Fair Value (Estimated) Unrealized Losses Fair Value (Estimated) Unrealized Losses Fair Value (Estimated) Unrealized Losses
U.S. Government-sponsored agencies $ 12,372,000  $ (128,000) $ —  $ —  $ 12,372,000  $ (128,000)
Mortgage-backed securities 54,244,000  (359,000) 18,696,000  (490,000) 72,940,000  (849,000)
State and political subdivisions 10,532,000  (101,000) 304,000  (8,000) 10,836,000  (109,000)
$ 77,148,000  $ (588,000) $ 19,000,000  $ (498,000) $ 96,148,000  $ (1,086,000)

As of September 30, 2019, there were 60 securities with unrealized losses held in the Company's portfolio. These securities were temporarily impaired as a result of changes in interest rates reducing their fair value, of which 29 had been temporarily impaired for 12 months or more. In the first quarter of 2019, one issuer of securities held in the portfolio was downgraded by a rating agency to less than investment grade. These securities totaled approximately 0.13% of overall state and municipal security holdings and were subsequently sold during the third quarter 2019.
Information regarding securities temporarily impaired as of September 30, 2019 is summarized below:
Less than 12 months 12 months or more Total
Fair Value (Estimated) Unrealized Losses Fair Value (Estimated) Unrealized Losses Fair Value (Estimated) Unrealized Losses
Mortgage-backed securities $ 30,249,000  $ (233,000) $ 22,569,000  $ (473,000) $ 52,818,000  $ (706,000)
State and political subdivisions 5,073,000  (42,000) 306,000  (6,000) 5,379,000  (48,000)
$ 35,322,000  $ (275,000) $ 22,875,000  $ (479,000) $ 58,197,000  $ (754,000)

During the third quarter of 2014, the Company transferred securities with a total amortized cost of $89,780,000 with a corresponding fair value of $89,757,000 from available for sale to held to maturity. The net unrealized loss, net of taxes, on these securities at the date of the transfer was $15,000. The net unrealized holding loss at the time of transfer continues to be reported in accumulated other comprehensive income (loss), net of tax and is amortized over the remaining lives of the
securities as an adjustment of the yield. The amortization of the net unrealized loss reported in accumulated other comprehensive income (loss) will offset the effect on interest income of the discount for the transferred securities. The remaining unamortized balance of the net unrealized losses for the securities transferred from available for sale to held to maturity was $139,000, net of tax, at September 30, 2020. This compares to $182,000 and $189,000, net of taxes, at December 31, 2019 and September 30, 2019, respectively. These securities were transferred as a part of the Company's overall investment and balance sheet strategies.
The Bank is a member of the Federal Home Loan Bank ("FHLB") of Boston, a cooperatively owned wholesale bank for housing and finance in the six New England States. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB. The Bank uses the FHLB for a portion of its wholesale funding needs. As of September 30, 2020 and 2019, and December 31, 2019, the Bank's investment in FHLB stock totaled $9,508,000, $7,945,000 and $7,945,000, respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value. The Company periodically evaluates its investment in FHLB stock for impairment based on, among other factors, the capital adequacy of the FHLB and its overall financial condition. No impairment losses have been recorded through September 30, 2020. The Company will continue to monitor its investment in FHLB stock.
12


Note 3 – Loans
The following table shows the composition of the Company's loan portfolio as of September 30, 2020 and 2019 and at December 31, 2019:
September 30, 2020 December 31, 2019 September 30, 2019
Commercial
   Real estate $ 407,128,000  28.3  % $ 372,810,000  28.7  % $ 368,165,000  29.1  %
   Construction 52,038,000  3.6  % 38,084,000  3.0  % 37,242,000  2.9  %
   Other 309,297,000  21.5  % 218,773,000  16.9  % 201,859,000  16.0  %
Municipal 44,110,000  3.1  % 41,288,000  3.2  % 36,522,000  2.9  %
Residential
   Term 497,667,000  34.6  % 492,455,000  37.9  % 485,490,000  38.4  %
   Construction 16,101,000  1.2  % 14,813,000  1.2  % 14,118,000  1.1  %
Home equity line of credit 82,982,000  5.8  % 92,349,000  7.1  % 94,144,000  7.5  %
Consumer 27,323,000  1.9  % 26,503,000  2.0  % 25,919,000  2.1  %
Total $ 1,436,646,000  100.0  % $ 1,297,075,000  100.0  % $ 1,263,459,000  100.0  %
Loan balances include net deferred loan costs of $5,323,000 as of September 30, 2020, $7,419,000 as of December 31, 2019, and $7,181,000 as of September 30, 2019. The decrease in net deferred loan costs year-over-year and year-to-date is attributable to PPP loans originated during the second and third quarters of 2020. These loans generated gross origination fee income of $3,797,000 and deferred loan costs of $299,000; year-to-date a net of $788,000 in PPP fees was recognized in interest income. Pursuant to collateral agreements, qualifying first mortgage loans and commercial real estate loans, which totaled $379,387,000 at September 30, 2020, were used to collateralize borrowings from the FHLB. This compares to qualifying loans which totaled $296,871,000 at December 31, 2019, and $308,163,000 at September 30, 2019. In addition, commercial, construction and home equity loans totaling $271,905,000 at September 30, 2020, $240,133,000 at December 31, 2019, and $254,076,000 at September 30, 2019, were used to collateralize a standby line of credit at the Federal Reserve Bank of Boston.
For all loan classes, loans over 30 days past due are considered delinquent. Information on the past-due status of loans by class of financing receivable as of September 30, 2020, is presented in the following table:
30-59 Days
Past Due
60-89 Days
Past Due
90+ Days
Past Due
All
Past Due
Current Total 90+ Days
& Accruing
Commercial
   Real estate $ 2,397,000  $ 58,000  $ 454,000  $ 2,909,000  $ 404,219,000  $ 407,128,000  $ — 
   Construction —  —  80,000  80,000  51,958,000  52,038,000  — 
   Other 547,000  258,000  1,871,000  2,676,000  306,621,000  309,297,000  1,464,000 
Municipal —  —  —  —  44,110,000  44,110,000  — 
Residential
   Term 2,550,000  357,000  1,602,000  4,509,000  493,158,000  497,667,000  — 
   Construction —  —  —  —  16,101,000  16,101,000  — 
Home equity line of credit 868,000  65,000  1,392,000  2,325,000  80,657,000  82,982,000  — 
Consumer 219,000  28,000  30,000  277,000  27,046,000  27,323,000  30,000 
Total $ 6,581,000  $ 766,000  $ 5,429,000  $ 12,776,000  $ 1,423,870,000  $ 1,436,646,000  $ 1,494,000 

On March 22, 2020, banking regulators issued an Interagency Statement on Loan Modifications and Reporting in response to the onset of COVID-19; shortly thereafter, on March 30, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed. Both the Interagency Statement and the CARES Act provided an exemption for qualified modifications from Troubled Debt Restructure (TDR) designation. The Company actively worked with borrowers impacted by the COVID-19 outbreak and as of September 30, 2020, a total of 996 loan modification requests for interest-only payments or deferred payments had been completed in conformance with the Interagency Statement or CARES Act, representing $279,700,000 in loan balances, or approximately 20.8% of the loan portfolio excluding PPP balances. One of these modifications of de minimis amount has been classified as a Troubled Debt Restructure since being modified. So long as modified terms are met, loans in an active modification are not included in past due loan totals and continue to accrue interest.
13


As of September 30, 2020, loans totaling $81.0 million, or 6.0% of all loans, remained in either their original modification or a subsequent modification. Modification statuses by portfolio segment are summarized below:
Commercial/Municipal Loan Modifications
Units Percentage Balance Percentage
Paid Off 34 6.0  % $ 6,031,000  3.0  %
Subsequent Modification 41 7.0  % 20,443,000  9.0  %
Still in Original Modification 55 9.0  % 30,188,000  13.0  %
Out of Modification 452 78.0  % 171,407,000  75.0  %
Total 582 100.0  % $ 228,069,000  100.0  %
Residential Real Estate Modifications
Units Percentage Balance Percentage
Paid Off 17 5.0  % $ 3,102,000  6.0  %
Subsequent Modification 97 28.0  % 13,857,000  27.0  %
Still in Original Modification 125 35.0  % 15,565,000  31.0  %
Out of Modification 111 32.0  % 17,949,000  36.0  %
Total 350 100.0  % $ 50,473,000  100.0  %

Consumer Loan Modifications
Units Percentage Balance Percentage
Paid Off 8 13.0  % $ 95,000  9.0  %
Subsequent Modification —  —  % —  —  %
Still in Original Modification 52 81.0  % 967,000  86.0  %
Out of Modification 4 6.0  % 58,000  5.0  %
Total 64 100.0  % $ 1,120,000  100.0  %

Information on the past-due status of loans by class of financing receivable as of December 31, 2019, is presented in the following table:
30-59 Days
Past Due
60-89 Days
Past Due
90+ Days
Past Due
All
Past Due
Current Total 90+ Days
& Accruing
Commercial
   Real estate $ 786,000  $ 377,000  $ 611,000  $ 1,774,000  $ 371,036,000  $ 372,810,000  $ — 
   Construction —  14,000  257,000  271,000  37,813,000  38,084,000  — 
   Other 2,764,000  465,000  1,799,000  5,028,000  213,745,000  218,773,000  1,464,000 
Municipal —  —  —  —  41,288,000  41,288,000  — 
Residential
   Term 1,129,000  1,132,000  2,379,000  4,640,000  487,815,000  492,455,000  86,000 
   Construction —  —  —  —  14,813,000  14,813,000  — 
Home equity line of credit 1,169,000  58,000  1,730,000  2,957,000  89,392,000  92,349,000  — 
Consumer 291,000  46,000  10,000  347,000  26,156,000  26,503,000  10,000 
Total $ 6,139,000  $ 2,092,000  $ 6,786,000  $ 15,017,000  $ 1,282,058,000  $ 1,297,075,000  $ 1,560,000 
14


Information on the past-due status of loans by class of financing receivable as of September 30, 2019, is presented in the following table:
30-59 Days
Past Due
60-89 Days
Past Due
90+ Days
Past Due
All
Past Due
Current Total 90+ Days
& Accruing
Commercial
   Real estate $ 305,000  $ 233,000  $ 661,000  $ 1,199,000  $ 366,966,000  $ 368,165,000  $ — 
   Construction 14,000  279,000  —  293,000  36,949,000  37,242,000  — 
   Other 35,000  289,000  339,000  663,000  201,196,000  201,859,000  — 
Municipal —  —  —  —  36,522,000  36,522,000  — 
Residential
   Term 650,000  767,000  3,806,000  5,223,000  480,267,000  485,490,000  — 
   Construction —  —  —  —  14,118,000  14,118,000  — 
Home equity line of credit 693,000  306,000  868,000  1,867,000  92,277,000  94,144,000  — 
Consumer 234,000  317,000  18,000  569,000  25,350,000  25,919,000  18,000 
Total $ 1,931,000  $ 2,191,000  $ 5,692,000  $ 9,814,000  $ 1,253,645,000  $ 1,263,459,000  $ 18,000 
For all classes, loans are placed on non-accrual status when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement or when principal and interest is 90 days or more past due unless the loan is both well secured and in the process of collection (in which case the loan may continue to accrue interest in spite of its past due status). A loan is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guarantee of a financially responsible party. A loan is "in the process of collection" if collection of the loan is proceeding in due course either (1) through legal action, including judgment enforcement procedures, or, (2) in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.
Cash payments received on non-accrual loans, which are included in impaired loans, are applied to reduce the loan's principal balance until the remaining principal balance is deemed collectible, after which interest is recognized when collected. As a general rule, a loan may be restored to accrual status when payments are current for a substantial period of time, generally six months, and repayment of the remaining contractual amounts is expected, or when it otherwise becomes well secured and in the process of collection. Information on nonaccrual loans as of September 30, 2020 and 2019 and at December 31, 2019 is presented in the following table:
September 30, 2020 December 31, 2019 September 30, 2019
Commercial
   Real estate $ 1,771,000  $ 1,784,000  $ 1,807,000 
   Construction 307,000  256,000  256,000 
   Other 503,000  6,534,000  6,871,000 
Municipal   —  — 
Residential
   Term 4,467,000  5,899,000  6,840,000 
   Construction   —  — 
Home equity line of credit 2,063,000  2,171,000  1,078,000 
Consumer   5,000  6,000 
Total $ 9,111,000  $ 16,649,000  $ 16,858,000 
Impaired loans include TDR loans and loans placed on non-accrual. These loans are measured at the present value of expected future cash flows discounted at the loan's effective interest rate or at the fair value of the collateral if the loan is collateral dependent. If the measure of an impaired loan is lower than the recorded investment in the loan and estimated selling costs, a specific reserve is established for the difference, or, in certain situations, if the measure of an impaired loan is lower than the recorded investment in the loan and estimated selling costs, the difference is written off.

15


A breakdown of impaired loans by class of financing receivable as of and for the periods ended September 30, 2020 is presented in the following table:
For the nine months ended September 30, 2020 For the quarter ended September 30, 2020
Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Recognized Interest Income Average Recorded Investment Recognized Interest Income
With No Related Allowance
Commercial
  Real estate $ 3,730,000  $ 4,528,000  $ —  $ 4,673,000  $ 117,000  $ 4,068,000  $ 33,000 
  Construction 308,000  337,000  —  402,000  —  256,000  — 
  Other 862,000  887,000  —  796,000  19,000  814,000  6,000 
Municipal —  —  —  —  —  —  — 
Residential
  Term 7,783,000  9,058,000  —  9,173,000  123,000  8,024,000  31,000 
  Construction —  —  —  —  —  —  — 
Home equity line of credit 1,478,000  1,551,000  —  1,284,000  10,000  1,438,000  2,000 
Consumer —  —  —  —  —  —  — 
$ 14,161,000  $ 16,361,000  $ —  $ 16,328,000  $ 269,000  $ 14,600,000  $ 72,000 
With an Allowance Recorded
Commercial
  Real estate $ 1,023,000  $ 1,047,000  $ 135,000  $ 1,032,000  $ 32,000  $ 1,027,000  $ 11,000 
  Construction 701,000  701,000  19,000  546,000  25,000  701,000  8,000 
  Other 161,000  183,000  128,000  1,523,000  —  143,000  — 
Municipal —  —  —  —  —  —  — 
Residential
  Term 2,399,000  2,466,000  204,000  2,002,000  63,000  2,207,000  27,000 
  Construction —  —  —  —  —  —  — 
Home equity line of credit 886,000  886,000  403,000  981,000  1,000  870,000  1,000 
Consumer 10,000  10,000  1,000  10,000  —  3,000  — 
$ 5,180,000  $ 5,293,000  $ 890,000  $ 6,094,000  $ 121,000  $ 4,951,000  $ 47,000 
Total
Commercial
  Real estate $ 4,753,000  $ 5,575,000  $ 135,000  $ 5,705,000  $ 149,000  $ 5,095,000  $ 44,000 
  Construction 1,009,000  1,038,000  19,000  948,000  25,000  957,000  8,000 
  Other 1,023,000  1,070,000  128,000  2,319,000  19,000  957,000  6,000 
Municipal —  —  —  —  —  —  — 
Residential
  Term 10,182,000  11,524,000  204,000  11,175,000  186,000  10,231,000  58,000 
  Construction —  —  —  —  —  —  — 
Home equity line of credit 2,364,000  2,437,000  403,000  2,265,000  11,000  2,308,000  3,000 
Consumer 10,000  10,000  1,000  10,000  —  3,000  — 
$ 19,341,000  $ 21,654,000  $ 890,000  $ 22,422,000  $ 390,000  $ 19,551,000  $ 119,000 
Substantially all interest income recognized on impaired loans for all classes of financing receivables was recognized on a cash basis as received.
16


A breakdown of impaired loans by class of financing receivable as of and for the year ended December 31, 2019 is presented in the following table:
Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Recognized Interest Income
With No Related Allowance
Commercial
  Real estate $ 5,235,000  $ 5,492,000  $ —  $ 7,611,000  $ 228,000 
  Construction 958,000  970,000  —  936,000  47,000 
  Other 756,000  786,000  —  965,000  29,000 
Municipal —  —  —  —  — 
Residential
  Term 10,176,000  11,931,000  —  10,033,000  269,000 
  Construction —  —  —  —  — 
Home equity line of credit 1,087,000  1,151,000  —  997,000  20,000 
Consumer —  —  —  —  — 
$ 18,212,000  $ 20,330,000  $ —  $ 20,542,000  $ 593,000 
With an Allowance Recorded
Commercial
  Real estate $ 1,074,000  $ 1,093,000  $ 251,000  $ 1,528,000  $ 60,000 
  Construction —  —  —  —  — 
  Other 6,319,000  6,925,000  1,273,000  6,778,000  — 
Municipal —  —  —  —  — 
Residential
  Term 2,263,000  2,412,000  237,000  2,424,000  82,000 
  Construction —  —  —  —  — 
Home equity line of credit 1,401,000  1,412,000  447,000  283,000  — 
Consumer 5,000  6,000  5,000  2,000  — 
$ 11,062,000  $ 11,848,000  $ 2,213,000  $ 11,015,000  $ 142,000 
Total
Commercial
  Real estate $ 6,309,000  $ 6,585,000  $ 251,000  $ 9,139,000  $ 288,000 
  Construction 958,000  970,000  —  936,000  47,000 
  Other 7,075,000  7,711,000  1,273,000  7,743,000  29,000 
Municipal —  —  —  —  — 
Residential
  Term 12,439,000  14,343,000  237,000  12,457,000  351,000 
  Construction —  —  —  —  — 
Home equity line of credit 2,488,000  2,563,000  447,000  1,280,000  20,000 
Consumer 5,000  6,000  5,000  2,000  — 
$ 29,274,000  $ 32,178,000  $ 2,213,000  $ 31,557,000  $ 735,000 

17


A breakdown of impaired loans by class of financing receivable as of and for the periods ended September 30, 2019 is presented in the following table:
For the nine months ended September 30, 2019 For the quarter ended September 30, 2019
Recorded Investment Unpaid Principal Balance Related Allowance Average Recorded Investment Recognized Interest Income Average Recorded Investment Recognized Interest Income
With No Related Allowance
Commercial
  Real estate $ 7,332,000  $ 7,630,000  $ —  $ 7,929,000  $ 266,000  $ 7,242,000  $ 83,000 
  Construction 978,000  990,000  —  929,000  35,000  980,000  12,000 
  Other 892,000  930,000  —  997,000  22,000  921,000  8,000 
Municipal —  —  —  —  —  —  — 
Residential
  Term 10,664,000  12,305,000  —  9,877,000  202,000  10,487,000  63,000 
  Construction —  —  —  —  —  —  — 
Home equity line of credit 827,000  883,000  —  965,000  16,000  917,000  6,000 
Consumer —  —  —  —  —  —  — 
$ 20,693,000  $ 22,738,000  $ —  $ 20,697,000  $ 541,000  $ 20,547,000  $ 172,000 
With an Allowance Recorded
Commercial
  Real estate $ 1,717,000  $ 1,732,000  $ 258,000  $ 1,538,000  $ 72,000  $ 1,721,000  $ 23,000 
  Construction —  —  —  —  —  —  — 
  Other 6,440,000  6,949,000  1,275,000  6,918,000  1,000  6,465,000  1,000 
Municipal —  —  —  —  —  —  — 
Residential
  Term 2,782,000  3,121,000  337,000  2,306,000  61,000  2,858,000  25,000 
  Construction —  —  —  —  —  —  — 
Home equity line of credit 571,000  590,000  184,000  99,000  —  248,000  — 
Consumer 6,000  6,000  6,000  1,000  —  2,000  — 
$ 11,516,000  $ 12,398,000  $ 2,060,000  $ 10,862,000  $ 134,000  $ 11,294,000  $ 49,000 
Total
Commercial
  Real estate $ 9,049,000  $ 9,362,000  $ 258,000  $ 9,467,000  $ 338,000  $ 8,963,000  $ 106,000 
  Construction 978,000  990,000  —  929,000  35,000  980,000  12,000 
  Other 7,332,000  7,879,000  1,275,000  7,915,000  23,000  7,386,000  9,000 
Municipal —  —  —  —  —  —  — 
Residential
  Term 13,446,000  15,426,000  337,000  12,183,000  263,000  13,345,000  88,000 
  Construction —  —  —  —  —  —  — 
Home equity line of credit 1,398,000  1,473,000  184,000  1,064,000  16,000  1,165,000  6,000 
Consumer 6,000  6,000  6,000  1,000  —  2,000  — 
$ 32,209,000  $ 35,136,000  $ 2,060,000  $ 31,559,000  $ 675,000  $ 31,841,000  $ 221,000 





18


Troubled Debt Restructured
A "TDR" constitutes a restructuring of debt if the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. To determine whether or not a loan should be classified as a TDR, Management evaluates a loan based upon the following criteria:
The borrower demonstrates financial difficulty; common indicators include past due status with bank obligations, substandard credit bureau reports, or an inability to refinance with another lender, and
The Company has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.
As of September 30, 2020, the Company had 78 loans with a balance of $13,390,000 that have been classified as TDRs. This compares to 81 loans with a balance of $21,424,000 and 82 loans with a balance of $24,281,000 classified as TDRs as of December 31, 2019 and September 30, 2019, respectively. The impairment carried as a specific reserve in the allowance for loan losses is calculated by present valuing the expected cash flows on the loan at the original interest rate, or, for collateral-dependent loans, using the fair value of the collateral less costs to sell.
The following table shows TDRs by class and the specific reserve as of September 30, 2020:
Number of Loans Balance Specific Reserves
Commercial
   Real estate 16  $ 4,054,000  $ 130,000 
   Construction 701,000  19,000 
   Other 729,000  92,000 
Municipal —  —  — 
Residential
   Term 51  7,430,000  153,000 
   Construction —  —  — 
Home equity line of credit 466,000  — 
Consumer 10,000  1,000 
78  $ 13,390,000  $ 395,000 
The following table shows TDRs by class and the specific reserve as of December 31, 2019:
Number of Loans Balance Specific Reserves
Commercial
   Real estate 17  $ 4,836,000  $ 246,000 
   Construction 701,000  — 
   Other 6,932,000  1,231,000 
Municipal —  —  — 
Residential
   Term 52  8,472,000  200,000 
   Construction —  —  — 
Home equity line of credit 483,000  — 
Consumer —  —  — 
81  $ 21,424,000  $ 1,677,000 





19


The following table shows TDRs by class and the specific reserve as of September 30, 2019:
Number of Loans Balance Specific Reserves
Commercial
   Real estate 19  $ 7,559,000  $ 249,000 
   Construction 721,000  — 
   Other 6,951,000  1,232,000 
Municipal —  —  — 
Residential
   Term 52  8,563,000  202,000 
   Construction —  —  — 
Home equity line of credit 487,000  — 
Consumer —  —  — 
82  $ 24,281,000  $ 1,683,000 

As of September 30, 2020, 15 of the loans classified as TDRs with a total balance of $2,814,000 were more than 30 days past due. Of these loans, two had been placed on TDR status in the previous 12 months. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of September 30, 2020:
Number of Loans Balance Specific Reserves
Commercial
   Real estate $ 1,472,000  $ — 
   Construction —  —  — 
   Other 424,000  92,000 
Municipal —  —  — 
Residential
   Term 743,000  — 
   Construction —  —  — 
Home equity line of credit 165,000  — 
Consumer 10,000  1,000 
15  $ 2,814,000  $ 93,000 



















20


As of September 30, 2019, nine of the loans classified as TDRs with a total balance of $1,084,000 were more than 30 days past due. Of these loans, four had been placed on TDR status in the previous 12 months. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of September 30, 2019:
Number of Loans Balance Specific Reserves
Commercial
   Real estate —  $ —  $ — 
   Construction —  —  — 
   Other 251,000  131,000 
Municipal —  —  — 
Residential
   Term 666,000  11,000 
   Construction —  —  — 
Home equity line of credit 167,000  — 
Consumer —  —  — 
$ 1,084,000  $ 142,000 
For the nine months ended September 30, 2020, three loans were placed on TDR status. The following table shows these TDRs, by class and the associated specific reserves included in the allowance for loan losses as of September 30, 2020:
Number of Loans Pre-Modification
Outstanding
Recorded Investment
Post-Modification Outstanding
Recorded
Investment
Specific Reserves
Commercial
   Real estate —  $ —  $ —  $ — 
   Construction —  —  —  — 
   Other —  —  —  — 
Municipal —  —  —  — 
Residential
   Term 235,000  187,000  23,000 
   Construction —  —  —  — 
Home equity line of credit —  —  —  — 
Consumer 10,000  10,000  1,000 
$ 245,000  $ 197,000  $ 24,000 














21


For the nine months ended September 30, 2019, 10 loans were placed on TDR status. The following table shows these TDRs by class and associated specific reserves included in the allowance for loan losses as of September 30, 2019:
Number of Loans Pre-Modification
Outstanding
Recorded Investment
Post-Modification Outstanding
Recorded
Investment
Specific Reserves
Commercial
   Real estate $ 110,000  $ 95,000  $ 95,000 
   Construction —  —  —  — 
   Other —  —  —  — 
Municipal —  —  —  — 
Residential
   Term 998,000  882,000  73,000 
   Construction —  —  —  — 
Home equity line of credit —  —  —  — 
Consumer —  —  —  — 
10  $ 1,108,000  $ 977,000  $ 168,000 
For the quarter ended September 30, 2020, one loan was placed on TDR status. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of September 30, 2020:
Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Specific Reserves
Commercial
Real estate —  $ —  $ —  $ — 
Construction —  —  —  — 
Other —  —  —  — 
Municipal —  —  —  — 
Residential
Term —  —  —  — 
Construction —  —  —  — 
Home equity line of credit —  —  —  — 
Consumer 10,000  10,000  1,000 
$ 10,000  $ 10,000  $ 1,000 













22


For the quarter ended September 30, 2019, two loans were placed on TDR status. The following table shows these TDRs by class and the associated specific reserves included in the allowance for loan losses as of September 30, 2019:
Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Specific Reserves
Commercial
Real estate —  $ —  $ —  $ — 
Construction —  —  —  — 
Other —  —  —  — 
Municipal —  —  —  — 
Residential
Term 317,000  276,000  — 
Construction —  —  —  — 
Home equity line of credit —  —  —  — 
Consumer —  —  —  — 
$ 317,000  $ 276,000  $ — 

As of September 30, 2020, Management is aware of eight loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $911,000. There were also 22 loans with an outstanding balance of $3,159,000 that were classified as TDRs and on non-accrual status, of which two loans with an outstanding balance of $430,000 were in the process of foreclosure.

Residential Mortgage Loans in Process of Foreclosure
As of September 30, 2020, there were 17 mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $2,083,000. This compares to 15 mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $1,649,000 as of September 30, 2019.
23


Note 4. Allowance for Loan Losses
The Company provides for loan losses through the establishment of an allowance for loan losses which represents an estimated reserve for existing losses in the loan portfolio. A systematic methodology is used for determining the allowance that includes a quarterly review process, risk rating changes, and adjustments to the allowance. The loan portfolio is classified in eight classes and credit risk is evaluated separately in each class. Major risk characteristics relevant to each portfolio segment are as follows: 
Commercial Real Estate - Commercial real estate loans are impacted by factors such as competitive market forces, vacancy rates, cap rates, net operating incomes, lease renewals and overall economic demand. In addition, loans in the recreational and tourism sector can be affected by weather conditions, such as unseasonably low winter snowfalls. Commercial real estate lending also carries a higher degree of environmental risk than other real estate lending.
Commercial Construction - Commercial construction loans are impacted by factors similar to those for commercial real estate loans in addition to risks related to contractor financial capacity and ability to complete a project within acceptable time frames and within budget.
Commercial Other - A weakened economy, soft consumer spending, and the rising cost of labor or raw materials are examples of issues that can impact the credit quality in this segment.
Municipal Loans - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment. 
Residential Real Estate Term - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment.
Residential Real Estate Construction - Residential construction loans are impacted by factors similar to those for residential real estate term loans in addition to risks related to contractor financial capacity and ability to complete a project within acceptable time frames and within budget.
Home Equity Line of Credit - The overall health of the economy, including unemployment rates and housing prices, has an impact on the credit quality of this segment. 
Consumer -The overall health of the economy, including unemployment rates, has an impact on the credit quality of this segment.

The appropriate level of the allowance is evaluated continually based on a review of significant loans, with a particular emphasis on nonaccruing, past due, and other loans that may require special attention. Other factors include general conditions in local and national economies; loan portfolio composition and asset quality indicators; and internal factors such as changes in underwriting policies, credit administration practices, experience, ability and depth of lending management, among others.
The allowance consists of four elements: (1) specific reserves for loans evaluated individually for impairment; (2) general reserves for each portfolio segment based on historical loan loss experience, (3) qualitative reserves judgmentally adjusted for local and national economic conditions, concentrations, portfolio composition, volume and severity of delinquencies and nonaccrual loans, trends of criticized and classified loans, changes in credit policies and underwriting standards, credit administration practices, and other factors as applicable for each portfolio segment; and (4) unallocated reserves. All outstanding loans are considered in evaluating the appropriateness of the allowance.
A breakdown of the allowance for loan losses as of September 30, 2020, December 31, 2019, and September 30, 2019, by class of financing receivable and allowance element, is presented in the following tables:
As of September 30, 2020 Specific Reserves on Loans Evaluated Individually for Impairment General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Unallocated
Reserves
Total Reserves
Commercial
   Real estate $ 135,000  $ 686,000  $ 3,940,000  $ —  $ 4,761,000 
   Construction 19,000  87,000  501,000  —  607,000 
   Other 128,000  521,000  2,993,000  —  3,642,000 
Municipal —  —  139,000  —  139,000 
Residential
   Term 204,000  275,000  2,037,000  —  2,516,000 
   Construction —  10,000  71,000  —  81,000 
Home equity line of credit 403,000  79,000  975,000  —  1,457,000 
Consumer 1,000  168,000  423,000  —  592,000 
Unallocated —  —  —  1,576,000  1,576,000 
$ 890,000  $ 1,826,000  $ 11,079,000  $ 1,576,000  $ 15,371,000 
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As of December 31, 2019 Specific Reserves on Loans Evaluated Individually for Impairment General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Unallocated
Reserves
Total Reserves
Commercial
   Real estate $ 251,000  $ 729,000  $ 2,762,000  $ —  $ 3,742,000 
   Construction —  76,000  289,000  —  365,000 
   Other 1,273,000  430,000  1,626,000  —  3,329,000 
Municipal —  —  27,000  —  27,000 
Residential
   Term 237,000  153,000  634,000  —  1,024,000 
   Construction —  5,000  20,000  —  25,000 
Home equity line of credit 447,000  130,000  501,000  —  1,078,000 
Consumer 5,000  460,000  402,000  —  867,000 
Unallocated —  —  —  1,182,000  1,182,000 
$ 2,213,000  $ 1,983,000  $ 6,261,000  $ 1,182,000  $ 11,639,000 

As of September 30, 2019 Specific Reserves on Loans Evaluated Individually for Impairment General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Unallocated
Reserves
Total Reserves
Commercial
   Real estate $ 258,000  $ 792,000  $ 2,745,000  $ —  $ 3,795,000 
   Construction —  79,000  274,000  —  353,000 
   Other 1,275,000  436,000  1,509,000  —  3,220,000 
Municipal —  —  26,000  —  26,000 
Residential
   Term 337,000  185,000  615,000  —  1,137,000 
   Construction —  5,000  18,000  —  23,000 
Home equity line of credit 184,000  155,000  485,000  —  824,000 
Consumer 6,000  285,000  389,000  —  680,000 
Unallocated —  —  —  1,707,000  1,707,000 
$ 2,060,000  $ 1,937,000  $ 6,061,000  $ 1,707,000  $ 11,765,000 
Qualitative adjustment factors are taken into consideration when determining reserve estimates. These adjustment factors are based upon Management's evaluation of various current conditions, including those listed below.
General economic conditions.
Credit quality trends with emphasis on loan delinquencies, nonaccrual levels and classified loans.
Recent loss experience in particular segments of the portfolio.
Loan volumes and concentrations, including changes in mix.
Other factors, including changes in quality of the loan origination; loan policy changes; changes in credit risk management processes; Bank regulatory and external loan review examination results.
Qualitative factors applied to the portfolio or segments of the portfolio may include judgments concerning general economic conditions that may affect credit quality, credit concentrations, the pace of portfolio growth, the direction of risk rating movements, policy exception levels, and delinquency levels; these qualitative factors are also considered in connection with the unallocated portion of our allowance for loan losses.
The qualitative portion of the allowance for loan losses was 0.77% of related loans as of September 30, 2020, compared to 0.48% of related loans as of December 31, 2019. The qualitative portion increased $4,818,000 between December 31, 2019 and September 30, 2020 due to a mix of factors. These included the impacts of the COVID-19 pandemic on various macroeconomic
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measures used in the qualitative model, as well as analysis of the loan portfolio conducted under both top down and unit level approaches for factors such as levels of credit extended to industry segments particularly vulnerable to social distancing, and performance of COVID-19 related modifications .
The unallocated component of the allowance totaled $1,576,000 at September 30, 2020, or 10.3% of the total reserve. This compares to $1,182,000 or 10.2% as of December 31, 2019. While year to date growth in the qualitative portion of the reserve directionally reflects potential impacts of COVID-19 on the loan portfolio, it remains likely that there are other underlying credit risks not yet captured in loan specific or qualitative metrics the Company uses to estimate its allowance. This uncertainty along with general imprecision related to portfolio growth experienced year-to-date supports the continued inclusion of an unallocated component.
The allowance for loan losses as a percent of total loans stood at 1.07% as of September 30, 2020, 0.90% at December 31, 2019 and 0.93% as of September 30, 2019.
Commercial loans are comprised of three major classes, commercial real estate loans, commercial construction loans and other commercial loans.
Commercial real estate loans consist of mortgage loans to finance investments in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and other specific or mixed use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based on appraisals and evaluations in accordance with established policy and regulatory guidelines. Commercial real estate loans typically have a loan-to-value ratio of up to 80% based upon current valuation information at the time the loan is made. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.
Commercial construction loans consist of loans to finance construction in a mix of owner- and non-owner occupied commercial real estate properties. Commercial construction loans typically have maturities of less than two years. Payment structures during the construction period are typically on an interest only basis, although principal payments may be established depending on the type of construction project being financed. During the construction phase, commercial construction loans are primarily paid by cash flow generated from the construction project or other operating cash flows from the borrower or guarantors, if applicable. At the end of the construction period, loan repayment typically comes from a third party source in the event that the Company will not be providing permanent term financing. Collateral valuation and loan-to-value guidelines follow those for commercial real estate loans.
Other commercial loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate, if applicable. Commercial loans are primarily paid by the operating cash flow of the borrower. Commercial loans may be secured or unsecured.
Municipal loans are comprised of loans to municipalities in Maine for capitalized expenditures, construction projects or tax anticipation notes. All municipal loans are considered general obligations of the municipality and are collateralized by the taxing ability of the municipality for repayment of debt.
Residential loans are comprised of two classes: term loans and construction loans.
Residential term loans consist of residential real estate loans held in the Company's loan portfolio made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and loan-to-value ratios within established policy and regulatory guidelines. Collateral values are determined based on appraisals and evaluations in accordance with established policy and regulatory guidelines. Residential loans typically have a loan-to-value ratio of up to 80% based on appraisal information at the time the loan is made. Collateral consists of mortgage liens on one- to four-family residential properties. Loans are offered with fixed or adjustable rates with amortization terms of up to thirty years.
Residential construction loans typically consist of loans for the purpose of constructing single family residences to be owned and occupied by the borrower. Borrower qualifications include favorable credit history combined with supportive income requirements and loan-to-value ratios within established policy and regulatory guidelines. Residential construction loans normally have construction terms of one year or less and payment during the construction term is typically on an interest only basis from sources including interest reserves, borrower liquidity and/or income. Residential construction loans will typically convert to permanent financing from the Company or have another financing commitment in place from an acceptable mortgage lender. Collateral valuation and loan-to-value guidelines are consistent with those for residential term loans.
Home equity lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner occupied one- to four-family homes, condominiums, or vacation homes. The home equity line of credit typically has a variable interest rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Loan maturities are normally 300 months. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to- value ratios usually not exceeding 80% inclusive of priority liens. Collateral valuation guidelines follow those for residential real estate loans.
Consumer loan products including personal lines of credit and amortizing loans made to qualified individuals for various purposes such as auto, recreational vehicles, debt consolidation, personal expenses or overdraft protection. Borrower qualifications
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include favorable credit history combined with supportive income and collateral requirements within established policy guidelines. Consumer loans may be secured or unsecured.
Construction, land and land development loans, both commercial and residential, comprise a small portion of the portfolio, and at 33.4% of capital are below the regulatory guidance limit of 100.0% of capital at September 30, 2020. Construction loans and non-owner-occupied commercial real estate loans are at 129.4% of total capital, below the regulatory limit of 300.0% of capital at September 30, 2020.
The process of establishing the allowance with respect to the commercial loan portfolio begins when a Loan Officer or Senior Officer (or designate) initially assigns each loan a risk rating, using established credit criteria. Approximately 60% of a trailing four quarter average gross commercial portfolio is subject to review and validation annually by an independent consulting firm. Additionally, commercial loan relationships with exposure greater than or equal to $500,000 are subject to review annually by the Company's internal credit review function. The methodology employs Management's judgment as to the level of losses on existing loans based on internal review of the loan portfolio, including an analysis of a borrower's current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and or lines of business.
In determining the Company's ability to collect certain loans, Management also considers the fair value of underlying collateral. The risk rating system has eight levels, defined as follows:
1    Strong
Credits rated "1" are characterized by borrowers fully responsible for the credit with excellent capacity to pay principal and interest. Loans rated "1" may be secured with acceptable forms of liquid collateral.
2    Above Average
Credits rated "2" are characterized by borrowers that have better than average liquidity, capitalization, earnings and/or cash flow with a consistent record of solid financial performance.
3    Satisfactory
Credits rated "3" are characterized by borrowers with favorable liquidity, profitability and financial condition with adequate cash flow to pay debt service.
4    Average
Credits rated "4" are characterized by borrowers that present risk more than 1, 2 and 3 rated loans and merit an ordinary level of ongoing monitoring. Financial condition is on par or somewhat below industry averages while cash flow is generally adequate to meet debt service requirements.
5    Watch
Credits rated "5" are characterized by borrowers that warrant greater monitoring due to financial condition or unresolved and identified risk factors.
6    Other Assets Especially Mentioned (OAEM)
Loans in this category are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of justifying a classification of substandard. OAEM have potential weaknesses which may, if not checked or corrected, weaken the asset or inadequately protect the Company's credit position at some future date.
7    Substandard
Loans in this category are inadequately protected by the paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected.
8    Doubtful
Loans classified "Doubtful" have the same weaknesses as those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is high, but because of certain important and reasonably specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.
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The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of September 30, 2020:
Commercial
Real Estate
Commercial
Construction
Commercial
Other
Municipal
Loans
All Risk-
Rated Loans
1 Strong $ —  $ —  $ 2,251,000  $ 23,000  $ 2,274,000 
2 Above Average 8,492,000  1,627,000  5,361,000  42,262,000  57,742,000 
3 Satisfactory 84,178,000  3,145,000  140,360,000  369,000  228,052,000 
4 Average 230,954,000  27,907,000  107,552,000  1,456,000  367,869,000 
5 Watch 68,565,000  18,919,000  46,211,000  —  133,695,000 
6 OAEM 2,028,000  —  1,291,000  —  3,319,000 
7 Substandard 12,911,000  440,000  6,271,000  —  19,622,000 
8 Doubtful —  —  —  —  — 
Total $ 407,128,000  $ 52,038,000  $ 309,297,000  $ 44,110,000  $ 812,573,000 
The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of December 31, 2019:
Commercial
Real Estate
Commercial
Construction
Commercial
Other
Municipal
Loans
All Risk-
Rated Loans
1 Strong $ —  $ —  $ 4,258,000  $ 32,000  $ 4,290,000 
2 Above Average 12,393,000  794,000  6,187,000  38,290,000  57,664,000 
3 Satisfactory 74,709,000  2,305,000  41,527,000  379,000  118,920,000 
4 Average 205,510,000  19,017,000  107,389,000  2,587,000  334,503,000 
5 Watch 63,582,000  15,488,000  47,152,000  —  126,222,000 
6 OAEM 1,160,000  —  1,988,000  —  3,148,000 
7 Substandard 15,456,000  480,000  10,272,000  —  26,208,000 
8 Doubtful —  —  —  —  — 
Total $ 372,810,000  $ 38,084,000  $ 218,773,000  $ 41,288,000  $ 670,955,000 
The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of September 30, 2019:
Commercial
Real Estate
Commercial
Construction
Commercial
Other
Municipal
Loans
All Risk-
Rated Loans
1 Strong $ —  $ —  $ 3,835,000  $ 35,000  $ 3,870,000 
2 Above Average 12,595,000  34,000  5,836,000  33,768,000  52,233,000 
3 Satisfactory 84,567,000  2,154,000  45,742,000  386,000  132,849,000 
4 Average 186,605,000  20,931,000  85,485,000  2,333,000  295,354,000 
5 Watch 67,674,000  13,867,000  48,498,000  —  130,039,000 
6 OAEM 504,000  —  2,070,000  —  2,574,000 
7 Substandard 16,220,000  256,000  10,393,000  —  26,869,000 
8 Doubtful —  —  —  —  — 
Total $ 368,165,000  $ 37,242,000  $ 201,859,000  $ 36,522,000  $ 643,788,000 

Commercial loans are generally charged off when all or a portion of the principal amount is determined to be uncollectible. This determination is based on circumstances specific to a borrower including repayment ability, analysis of collateral and other factors as applicable.
Residential loans are comprised of two classes: term loans, which include traditional amortizing home mortgages, and construction loans, which include loans for owner-occupied residential construction. Residential loans typically have a 75% to 80% loan to value based upon current appraisal information at the time the loan is made. Home equity loans and lines of credit are typically written to the same underwriting standards. Consumer loans are primarily amortizing loans to individuals collateralized by automobiles, pleasure craft and recreation vehicles, typically with a maximum loan to value of 80% to 90% of the purchase price of the collateral. Consumer loans also include a small amount of unsecured short-term time notes to individuals.
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Residential loans, consumer loans and home equity lines of credit are segregated into homogeneous pools with similar risk characteristics. Trends and current conditions are analyzed and historical loss experience is adjusted accordingly. Quantitative and qualitative adjustment factors for these segments are consistent with those for the commercial and municipal classes. Certain loans in the residential, home equity lines of credit and consumer classes identified as having the potential for further deterioration are analyzed individually to confirm impairment status, and to determine the need for a specific reserve; however there is no formal rating system used for these classes. Consumer loans greater than 120 days past due are generally charged off. Residential loans 90 days or more past due are placed on non-accrual status unless the loans are both well secured and in the process of collection. One- to  four-family residential real estate loans and home equity loans are written down or charged-off no later than 180 days past due, or for residential real estate secured loans having a borrower in bankruptcy, within 60 days of receipt of notification of filing from the bankruptcy court, whichever is sooner. This is subject to completion of a current assessment of the value of the collateral with any outstanding loan balance in excess of the fair value of the property, less costs to sell, written down or charged-off. 
There were no changes to the Company's accounting policies or methodology used to estimate the allowance for loan losses during the nine months ended September 30, 2020.
The following table presents allowance for loan losses activity by class for the nine months and quarter ended September 30, 2020, and allowance for loan loss balances by class and related loan balances by class as of September 30, 2020:
Commercial Municipal Residential Home Equity Line of Credit Consumer Unallocated Total
Real Estate Construction Other Term Construction
For the nine months ended September 30, 2020
Beginning balance $ 3,742,000  $ 365,000  $ 3,329,000  $ 27,000  $ 1,024,000  $ 25,000  $ 1,078,000  $ 867,000  $ 1,182,000  $ 11,639,000 
Charge offs 532,000  —  24,000  —  46,000  —  153,000  238,000  —  993,000 
Recoveries —  —  24,000  —  31,000  —  20,000  100,000  —  175,000 
Provision (credit) 1,551,000  242,000  313,000  112,000  1,507,000  56,000  512,000  (137,000) 394,000  4,550,000 
Ending balance $ 4,761,000  $ 607,000  $ 3,642,000  $ 139,000  $ 2,516,000  $ 81,000  $ 1,457,000  $ 592,000  $ 1,576,000  $ 15,371,000 
For the three months ended September 30, 2020
Beginning balance $ 4,511,000  $ 524,000  $ 3,689,000  $ 110,000  $ 2,261,000  $ 64,000  $ 1,284,000  $ 658,000  $ 1,009,000  $ 14,110,000 
Charge offs 532,000  —  7,000  —  —  —  —  37,000  —  576,000 
Recoveries —  —  4,000  —  5,000  —  1,000  27,000  —  37,000 
Provision (credit) 782,000  83,000  (44,000) 29,000  250,000  17,000  172,000  (56,000) 567,000  1,800,000 
Ending balance $ 4,761,000  $ 607,000  $ 3,642,000  $ 139,000  $ 2,516,000  $ 81,000  $ 1,457,000  $ 592,000  $ 1,576,000  $ 15,371,000 
Allowance for loan losses as of September 30, 2020
Ending balance specifically evaluated for impairment $ 135,000  $ 19,000  $ 128,000  $ —  $ 204,000  $ —  $ 403,000  $ 1,000  $ —  $ 890,000 
Ending balance collectively evaluated for impairment $ 4,626,000  $ 588,000  $ 3,514,000  $ 139,000  $ 2,312,000  $ 81,000  $ 1,054,000  $ 591,000  $ 1,576,000  $ 14,481,000 
Related loan balances as of September 30, 2020
Ending balance $ 407,128,000  $ 52,038,000  $ 309,297,000  $ 44,110,000  $ 497,667,000  $ 16,101,000  $ 82,982,000  $ 27,323,000  $ —  $ 1,436,646,000 
Ending balance specifically evaluated for impairment $ 4,753,000  $ 1,009,000  $ 1,023,000  $ —  $ 10,182,000  $ —  $ 2,364,000  $ 10,000  $ —  $ 19,341,000 
Ending balance collectively evaluated for impairment $ 402,375,000  $ 51,029,000  $ 308,274,000  $ 44,110,000  $ 487,485,000  $ 16,101,000  $ 80,618,000  $ 27,313,000  $ —  $ 1,417,305,000 

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The following table presents allowance for loan losses activity by class for the year ended December 31, 2019 and allowance for loan loss balances by class and related loan balances by class as of December 31, 2019:
Commercial Municipal Residential Home Equity Line of Credit Consumer Unallocated Total
Real Estate Construction Other Term Construction
For the year ended December 31, 2019
Beginning balance $ 3,567,000  $ 255,000  $ 3,541,000  $ 24,000  $ 1,235,000  $ 34,000  $ 730,000  $ 630,000  $ 1,216,000  $ 11,232,000 
Charge offs 89,000  —  179,000  —  445,000  —  69,000  338,000  —  1,120,000 
Recoveries 15,000  —  73,000  —  57,000  —  4,000  128,000  —  277,000 
Provision (credit) 249,000  110,000  (106,000) 3,000  177,000  (9,000) 413,000  447,000  (34,000) 1,250,000 
Ending balance $ 3,742,000  $ 365,000  $ 3,329,000  $ 27,000  $ 1,024,000  $ 25,000  $ 1,078,000  $ 867,000  $ 1,182,000  $ 11,639,000 
Allowance for loan losses as of December 31, 2019
Ending balance specifically evaluated for impairment $ 251,000  $ —  $ 1,273,000  $ —  $ 237,000  $ —  $ 447,000  $ 5,000  $ —  $ 2,213,000 
Ending balance collectively evaluated for impairment $ 3,491,000  $ 365,000  $ 2,056,000  $ 27,000  $ 787,000  $ 25,000  $ 631,000  $ 862,000  $ 1,182,000  $ 9,426,000 
Related loan balances as of December 31, 2019
Ending balance $ 372,810,000  $ 38,084,000  $ 218,773,000  $ 41,288,000  $ 492,455,000  $ 14,813,000  $ 92,349,000  $ 26,503,000  $ —  $ 1,297,075,000 
Ending balance specifically evaluated for impairment $ 6,309,000  $ 958,000  $ 7,075,000  $ —  $ 12,439,000  $ —  $ 2,488,000  $ 5,000  $ —  $ 29,274,000 
Ending balance collectively evaluated for impairment $ 366,501,000  $ 37,126,000  $ 211,698,000  $ 41,288,000  $ 480,016,000  $ 14,813,000  $ 89,861,000  $ 26,498,000  $ —  $ 1,267,801,000 
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The following table presents allowance for loan losses activity by class for the nine months and quarter ended September 30, 2019, and allowance for loan loss balances by class and related loan balances by class as of September 30, 2019:
Commercial Municipal Residential  Home Equity Line of Credit Consumer Unallocated Total
Real Estate Construction Other Term Construction
For the nine months ended September 30, 2019
Beginning balance $ 3,567,000  $ 255,000  $ 3,541,000  $ 24,000  $ 1,235,000  $ 34,000  $ 730,000  $ 630,000  $ 1,216,000  $ 11,232,000 
Charge offs 53,000  —  123,000  —  93,000  —  38,000  235,000  —  542,000 
Recoveries 15,000  —  70,000  —  10,000  —  3,000  102,000  —  200,000 
Provision (credit) 266,000  98,000  (268,000) 2,000  (15,000) (11,000) 129,000  183,000  491,000  875,000 
Ending balance $ 3,795,000  $ 353,000  $ 3,220,000  $ 26,000  $ 1,137,000  $ 23,000  $ 824,000  $ 680,000  $ 1,707,000  $ 11,765,000 
For the three months ended September 30, 2019
Beginning balance $ 3,609,000  $ 309,000  $ 3,281,000  $ 25,000  $ 1,106,000  $ 23,000  $ 633,000  $ 649,000  $ 1,836,000  $ 11,471,000 
Charge offs —  —  14,000  —  —  —  —  48,000  —  62,000 
Recoveries 2,000  —  68,000  —  4,000  —  1,000  31,000  —  106,000 
Provision (credit) 184,000  44,000  (115,000) 1,000  27,000  —  190,000  48,000  (129,000) 250,000 
Ending balance $ 3,795,000  $ 353,000  $ 3,220,000  $ 26,000  $ 1,137,000  $ 23,000  $ 824,000  $ 680,000  $ 1,707,000  $ 11,765,000 
Allowance for loan losses as of September 30, 2019
Ending balance specifically evaluated for impairment $ 258,000  $ —  $ 1,275,000  $ —  $ 337,000  $ —  $ 184,000  $ 6,000  $ —  $ 2,060,000 
Ending balance collectively evaluated for impairment $ 3,537,000  $ 353,000  $ 1,945,000  $ 26,000  $ 800,000  $ 23,000  $ 640,000  $ 674,000  $ 1,707,000  $ 9,705,000 
Related loan balances as of September 30, 2019
Ending balance $ 368,165,000  $ 37,242,000  $ 201,859,000  $ 36,522,000  $ 485,490,000  $ 14,118,000  $ 94,144,000  $ 25,919,000  $ —  $ 1,263,459,000 
Ending balance specifically evaluated for impairment $ 9,049,000  $ 978,000  $ 7,332,000  $ —  $ 13,446,000  $ —  $ 1,398,000  $ 6,000  $ —  $ 32,209,000 
Ending balance collectively evaluated for impairment $ 359,116,000  $ 36,264,000  $ 194,527,000  $ 36,522,000  $ 472,044,000  $ 14,118,000  $ 92,746,000  $ 25,913,000  $ —  $ 1,231,250,000 

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Note 5 – Stock-Based Compensation
At the 2010 Annual Meeting, shareholders approved the 2010 Equity Incentive Plan (the "2010 Plan"). This reserved 400,000 shares of common stock for issuance in connection with stock options, restricted stock awards and other equity based awards to attract and retain the best available personnel, provide additional incentive to officers, employees and non-employee Directors and promote the success of the Company. Such grants and awards were structured in a manner that did not encourage the recipients to expose the Company to undue or inappropriate risk. Options issued under the 2010 Plan qualified for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code. Other compensation under the 2010 Plan qualified as performance-based for purposes of Section 162(m) of the Internal Revenue Code, and satisfied NASDAQ guidelines relating to equity compensation. The 2010 Plan expired on April 28, 2020, leaving 215,513 shares not issued.
At the 2020 Annual Meeting, shareholders approved the 2020 Equity Incentive Plan (the "2020 Plan"). This reserves 400,000 shares of common stock for issuance in connection with stock options, restricted stock awards and other equity based awards to attract and retain the best available personnel, provide additional incentive to officers, employees and non-employee Directors and promote the success of the Company. Such grants and awards will be structured in a manner that does not encourage the recipients to expose the Company to undue or inappropriate risk. Options issued under the 2020 Plan qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code. Other compensation under the 2020 Plan will qualify as performance-based for purposes of Section 162(m) of the Internal Revenue Code, and will satisfy NASDAQ guidelines relating to equity compensation.
As of September 30, 2020, 184,487 shares of restricted stock had been granted under the 2010 Plan and 5,750 shares under the 2020 Plan, of which 76,597 shares remain restricted as of September 30, 2020 as detailed in the following table:
Year
Granted
Vesting Term
(In Years)
Shares Remaining Term
(In Years)
2016 5.0 10,874  0.3
2017 5.0 7,017  1.3
2018 3.0 5,371  0.4
2018 4.0 2,068  1.3
2018 5.0 6,184  2.3
2019 2.0 1,484  0.3
2019 3.0 16,254  1.3
2020 1.0 5,809  0.5
2020 2.0 694  1.3
2020 3.0 20,842  2.3
76,597  1.5
The compensation cost related to these nonvested restricted stock grants is $1,978,000 and is recognized over the vesting terms of each grant. In the nine months ended September 30, 2020, $482,000 of expense was recognized for these restricted shares, leaving $864,000 in unrecognized expense as of September 30, 2020. In the nine months ended September 30, 2019, $368,000 of expense was recognized for restricted shares, leaving $797,000 in unrecognized expense as of September 30, 2019.


Note 6 – Common Stock
Proceeds from sale of common stock totaled $497,000 and $488,000 for the nine months ended September 30, 2020 and 2019, respectively.

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Note 7 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (EPS) for the nine months ended September 30, 2020 and 2019:
Income (Numerator) Shares (Denominator) Per-Share Amount
For the nine months ended September 30, 2020
Net income as reported $ 20,159,000 
Basic EPS: Income available to common shareholders 20,159,000  10,854,384  $ 1.86 
Effect of dilutive securities: restricted stock 73,285 
Diluted EPS: Income available to common shareholders plus assumed conversions $ 20,159,000  10,927,669  $ 1.84 
For the nine months ended September 30, 2019
Net income as reported $ 18,839,000 
Basic EPS: Income available to common shareholders 18,839,000  10,811,233  $ 1.74 
Effect of dilutive securities: restricted stock 75,013 
Diluted EPS: Income available to common shareholders plus assumed conversions $ 18,839,000  10,886,246  $ 1.73 

The following table sets forth the computation of basic and diluted earnings per share (EPS) for the quarters ended September 30, 2020 and 2019:

Income (Numerator) Shares (Denominator) Per-Share Amount
For the quarter ended September 30, 2020
Net income as reported $ 7,095,000 
Less dividends and amortization of premium on preferred stock
— 
Basic EPS: Income available to common shareholders 7,095,000  10,863,315  $ 0.65 
Effect of dilutive securities: restricted stock 76,544 
Diluted EPS: Income available to common shareholders plus assumed conversions $ 7,095,000  10,939,859  $ 0.65 
For the quarter ended September 30, 2019
Net income as reported $ 6,288,000 
Less dividends and amortization of premium on preferred stock — 
Basic EPS: Income available to common shareholders 6,288,000  10,818,423  $ 0.58 
Effect of dilutive securities: restricted stock 75,493 
Diluted EPS: Income available to common shareholders plus assumed conversions $ 6,288,000  10,893,916  $ 0.58 


Note 8 – Employee Benefit Plans
401(k) Plan
The Bank has a defined contribution plan available to substantially all employees who have completed 3 months of service. Employees may contribute up to Internal Revenue Service ("IRS") determined limits and the Bank may match employee contributions not to exceed 3.0% of compensation depending on contribution level. Subject to a vote of the Board of Directors, the Bank may also make a profit-sharing contribution to the Plan. Such contribution equaled 2.0% of each eligible employee's compensation in 2019. The Company adopted the safe harbor form of 401(k) plan for 2020 and will follow safe harbor guidelines when determining the level of discretionary contribution. The expense related to the 401(k) plan was $653,000 and $464,000 for the nine months ended September 30, 2020 and 2019, respectively.

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Deferred Compensation and Supplemental Retirement Benefits
The Bank also provides unfunded supplemental retirement benefits for certain officers, payable in installments over 20 years upon retirement or death. The agreements consist of individual contracts with differing characteristics that, when taken together, do not constitute a postretirement plan. The costs for these benefits are recognized over the service periods of the participating officers in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 712 "Compensation – Nonretirement Postemployment Benefits". The expense of these supplemental retirement benefits was $119,000 for the nine months ended September 30, 2020 and 2019. As of September 30, 2020, the associated accrued liability included in other liabilities in the balance sheet was $2,708,000 compared to $2,828,000 and $2,831,000 at December 31, 2019 and September 30, 2019, respectively.

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

The following table sets forth the accumulated postretirement benefit obligation and funded status:
At or for the nine months ended September 30,
2020 2019
Change in benefit obligation
Benefit obligation at beginning of year $ 1,581,000  $ 1,599,000 
Interest cost 48,000  50,000 
Benefits paid (81,000) (85,000)
Benefit obligation at end of period $ 1,548,000  $ 1,564,000 
Funded status
Benefit obligation at end of period $ (1,548,000) $ (1,564,000)
Unamortized gain (31,000) (47,000)
Accrued benefit cost at end of period $ (1,579,000) $ (1,611,000)

The following table sets forth the net periodic pension cost:
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Components of net periodic benefit cost
Interest cost $ 48,000  $ 50,000  $ 16,000  $ 17,000 
Net periodic benefit cost $ 48,000  $ 50,000  $ 16,000  $ 17,000 

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income are as follows:
September 30,
2020
December 31, 2019 September 30,
2019
Unamortized net actuarial gain $ 31,000  $ 31,000  $ 47,000 
Deferred tax expense (7,000) (7,000) (10,000)
Net unrecognized postretirement benefits included in accumulated other comprehensive income $ 24,000  $ 24,000  $ 37,000 
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A weighted average discount rate of 3.00% was used in determining the accumulated benefit obligation and the net periodic benefit cost. The assumed health care cost trend rate is 7.0%. The measurement date for benefit obligations was as of year-end for prior years presented. The expected benefit payments for all of 2020 are $108,000. Plan expense for 2020 is estimated to be $64,000. A 1% change in trend assumptions would create an approximate change in the same direction of $100,000 in the accumulated benefit obligation, $7,000 in the interest cost and $1,000 in the service cost.


Note 9 - Other Comprehensive Income (Loss)

The following table summarizes activity in the unrealized gain or loss on available for sale securities included in other comprehensive income (loss) for the nine months and quarter ended September 30, 2020 and 2019.
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Balance at beginning of period $ 3,657,000  $ (5,051,000) $ 7,100,000  $ 2,750,000 
Unrealized gains (losses) arising during the period 3,537,000  11,074,000  (2,000,000) 1,199,000 
Reclassification of net realized gains during the period (1,179,000) (15,000)   (15,000)
Related deferred taxes (495,000) (2,322,000) 420,000  (248,000)
Net change 1,863,000  8,737,000  (1,580,000) 936,000 
Balance at end of period $ 5,520,000  $ 3,686,000  $ 5,520,000  $ 3,686,000 

The reclassification of realized gains is included in the net securities gains line of the consolidated statements of income and comprehensive income and the tax effect is included in the income tax expense line of the same statement.
The following table summarizes activity in the unrealized loss on securities transferred from available for sale to held to maturity included in other comprehensive income (loss) for the nine months and quarter ended September 30, 2020 and 2019.
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Balance at beginning of period $ (182,000) $ (197,000) $ (146,000) $ (190,000)
Amortization of net unrealized gains 54,000  10,000  9,000  1,000 
Related deferred taxes (11,000) (2,000) (2,000) — 
Net change 43,000  8,000  7,000  1,000 
Balance at end of period $ (139,000) $ (189,000) $ (139,000) $ (189,000)

The following table presents the effect of the Company's derivative financial instruments included in other comprehensive income (loss) for the nine months and quarter ended September 30, 2020 and 2019.
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Balance at beginning of period $ 97,000  $ 1,438,000  $ (6,187,000) $ 75,000 
Unrealized gains (losses) on cash flow hedging derivatives arising during the period (7,465,000) (2,156,000) 490,000  (430,000)
Related deferred taxes 1,568,000  453,000  (103,000) 90,000 
Net change (5,897,000) (1,703,000) 387,000  (340,000)
Balance at end of period $ (5,800,000) $ (265,000) $ (5,800,000) $ (265,000)

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The following table summarizes activity in the unrealized gain or loss on postretirement benefits included in other comprehensive income (loss) for the nine months and quarter ended September 30, 2020 and 2019.
For the nine months ended September 30, For the quarter ended September 30,
2020 2019 2020 2019
Unrecognized postretirement benefits at beginning of period $ 24,000  $ 37,000  $ 24,000  $ 37,000 
Amortization of unrecognized transition obligation       — 
Change in unamortized net actuarial gain (loss)   —    — 
Related deferred taxes   —    — 
Unrecognized postretirement benefits at end of period $ 24,000  $ 37,000  $ 24,000  $ 37,000 


Note 10 - Financial Derivative Instruments

The Bank uses derivative financial instruments for risk management purposes and not for trading or speculative purposes. As part of its overall asset and liability management strategy, the Bank periodically uses derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. The Bank’s interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so that changes in interest rates do not have a significant effect on net interest income.
The Bank recognizes its derivative instruments in the consolidated balance sheet at fair value.  On the date the derivative instrument is entered into, the Bank designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The Bank formally documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Bank also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss. Any ineffective portion is recorded in earnings. The Bank discontinues hedge accounting when it is determined that the derivative is no longer highly effective in offsetting changes of the hedged risk on the hedged item, or management determines that the designation of the derivative as a hedging instrument is no longer appropriate.

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The details of the interest rate swap agreements are as follows:
September 30, 2020 December 31, 2019 September 30, 2019
Effective Date Maturity Date Variable Index Received Fixed Rate Paid Presentation on Consolidated Balance Sheet Notional Amount
Fair Value
Notional Amount
Fair Value
Notional Amount
Fair Value
06/05/2018 12/05/2019 1-Month USD LIBOR 2.466  % Other Liabilities $ —  $   $ —  $ —  $ 25,000,000  $ (23,000)
06/27/2016 06/27/2021 1-Month USD LIBOR 0.893  % Other (Liabilities) Assets 20,000,000  (112,000) 20,000,000  199,000  20,000,000  214,000 
06/28/2016 06/28/2021 1-Month USD LIBOR 0.940  % Other (Liabilities) Assets 30,000,000  (179,000) 30,000,000  278,000  30,000,000  296,000 
06/05/2018 06/05/2020 1-Month USD LIBOR 2.547  % Other Liabilities —    25,000,000  (96,000) 25,000,000  (140,000)
06/05/2018 12/05/2020 1-Month USD LIBOR 2.603  % Other Liabilities —    25,000,000  (234,000) 25,000,000  (300,000)
12/05/2019 12/05/2022 3-Month USD LIBOR 1.779  % Other Liabilities —    25,000,000  (98,000) 25,000,000  (217,000)
08/02/2019 08/02/2024 1-Month USD LIBOR 1.590  % Other Liabilities 12,500,000  (692,000) 12,500,000  (11,000) 12,500,000  (133,000)
08/05/2019 08/05/2024 1-Month USD LIBOR 1.420  % Other (Liabilities) Assets 12,500,000  (611,000) 12,500,000  85,000  12,500,000  (32,000)
02/12/2020 02/12/2023 3-Month USD LIBOR 1.486  % Other Liabilities 25,000,000  (762,000) —  —  —  — 
02/12/2020 02/12/2024 3-Month USD LIBOR 1.477  % Other Liabilities 25,000,000  (1,044,000) —  —  —  — 
06/28/2021 06/28/2026 1-Month USD LIBOR 1.158  % Other Liabilities 50,000,000  (2,162,000) —  —  —  — 
03/13/2020 03/13/2025 3-Month USD LIBOR 0.855  % Other Liabilities 25,000,000  (621,000) —  —  —  — 
03/13/2020 03/13/2030 3-Month USD LIBOR 1.029  % Other Liabilities 20,000,000  (690,000) —  —  —  — 
04/07/2020 04/07/2023 3-Month USD Libor 0.599  % Other Liabilities 20,000,000  (194,000) —  —  —  — 
04/07/2020 04/07/2024 3-Month USD Libor 0.643  % Other Liabilities 20,000,000  (275,000) —  —  —  — 
        $ 260,000,000  $ (7,342,000) $ 150,000,000  $ 123,000  $ 175,000,000  $ (335,000)

During the first quarter of 2020, the Bank took advantage of market opportunities to restructure several interest rate swap positions and extend funding at favorable interest rates; one-time charges totaling $1.76 million were incurred and expensed in the first quarter of 2020 in connection with the restructuring. The Company would reclassify unrealized gains or losses accounted for within accumulated other comprehensive income (loss) into earnings if the interest rate swaps were to become ineffective or the swaps were to terminate. In the next 12 months, the Company does not believe it will be required to reclassify any unrealized gains or losses accounted for within accumulated other comprehensive income (loss) into earnings as a result of ineffectiveness or swap termination. Amounts paid or received under the swaps are reported in interest expense in the consolidated statement of income, and in interest paid in the consolidated statement of cash flows.



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Customer loan derivatives
The Bank will enter into interest rate swaps with qualified commercial customers. Through these arrangements, the Bank is able to provide a means for a loan customer to obtain a long-term fixed rate, while it simultaneously contracts with an approved, highly-rated, third-party financial institution as counterparty to swap the fixed rate for a variable rate. Such loan level arrangements are not designated as hedges for accounting purposes, and are recorded at fair value in the Company’s consolidated balance sheet.
At September 30, 2020, there were four customer loan swap arrangements in place, detailed below:
September 30, 2020 December 31, 2019 September 30, 2019
Presentation on Consolidated Balance Sheet Number of Positions Notional Amount Fair Value Number of Positions Notional Amount Fair Value Number of Positions Notional Amount Fair Value
Pay Fixed, Receive Variable Other Liabilities 4 $ 28,541,000  $ (3,311,000) 2 $ 16,374,000  $ (1,205,000) $ 12,914,000  $ (1,643,000)
Receive Fixed, Pay Variable Other Assets 4 28,541,000  3,311,000  2 16,374,000  1,205,000  12,914,000  1,643,000 
Total 8 $ 57,082,000  $   4 $ 32,748,000  $ —  $ 25,828,000  $ — 
Derivative collateral
The Bank has entered into a master netting arrangement with its counterparty and settles payments with the counterparty as necessary. The Bank's arrangement with its institutional counterparty requires it to post cash or other assets as collateral for its various loan swap contracts in a net liability position based on their fair values and the Bank's credit rating or receive cash collateral for contracts in a net asset position as requested. At September 30, 2020, the Bank posted to the counterparty $3,100,000 of cash and $10,000,000 in securities as collateral on its swap contracts. The required amount to be pledged was $9,322,000.
Cessation of LIBOR
The Company is aware that LIBOR may no longer be published after December 31, 2021. The Federal Reserve formed the Alternative Reference Rates Committee (ARRC) to guide the transition process in the United States. ARRC has issued a number of recommendations including the adoption of the Secured Overnight Financing Rate (SOFR) as a replacement for LIBOR. The International Swap and Derivatives Association (ISDA), the organization that oversees and guides swap and derivatives markets and participants, continues to work on transitions and replacement rates, including having replacement rates in place before the possible cessation of LIBOR at the end of 2021, and has committed to providing more definitive recommendations later in 2020. The Company has formed a working group to address the change away from LIBOR. Management intends to continue to monitor developments from ARRC and ISDA closely, and expects to pursue the steps ultimately recommended to provide for an orderly transition to a post-LIBOR environment. Of the interest rate swap contracts the Bank has in place as of September 30, 2020, two contracts carrying a total notional amount of $50 million are set to mature prior to December 31, 2021; nine contracts with a total notional amount of $210 million have maturity dates beyond December 31, 2021. The four customer loan swap contracts shown in the table immediately above have maturity dates of December 19, 2029, August 21, 2030, July 1, 2035 and October 1, 2039.
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Note 11 – Mortgage Servicing Rights

FASB ASC Topic 860 "Transfers and Servicing" requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. The Company's servicing assets and servicing liabilities are reported using the amortization method and carried at the lower of amortized cost or fair value by strata. In evaluating the carrying values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans. The model utilizes several assumptions, the most significant of which is loan prepayments, calculated using a three-months moving average of weekly prepayment data published by the Public Securities Association (PSA) and modeled against the serviced loan portfolio, and the discount rate to discount future cash flows. As of September 30, 2020, the prepayment assumption using the PSA model was 323, which translates into an anticipated prepayment rate of 19.38%. The discount rate is 9.00%. Other assumptions include delinquency rates, foreclosure rates, servicing cost inflation, and annual unit loan cost. All assumptions are adjusted periodically to reflect current circumstances. Amortization of mortgage servicing rights, as well as write-offs due to prepayments of the related mortgage loans, are recorded as a charge against mortgage servicing fee income.
For the nine months ended September 30, 2020 and 2019, servicing rights capitalized totaled $926,000 and $267,000, respectively. Servicing rights amortized for the nine-months periods ended September 30, 2020 and 2019 were $252,000 and $170,000, respectively. The fair value of servicing rights was $2,013,000, $2,089,000 and $2,083,000 at September 30, 2020, December 31, 2019 and September 30, 2019, respectively. The Bank serviced loans for others totaling $321,813,000, $266,173,000 and $261,685,000 at September 30, 2020, December 31, 2019, and September 30, 2019, respectively.

The Bank recorded an impairment reserve as of September 30, 2020 for strata with a fair value lower than cost. Mortgage servicing rights are included in other assets and detailed in the following table:
September 30,
2020
December 31,
2019
September 30,
2019
Mortgage servicing rights $ 7,066,000  $ 6,140,000  $ 5,985,000 
Accumulated amortization (4,846,000) (4,594,000) (4,534,000)
Amortized Cost 2,220,000  1,546,000  1,451,000 
Impairment reserve (258,000) —  — 
Carrying Value $ 1,962,000  $ 1,546,000  $ 1,451,000 
Note 12 – Income Taxes
FASB ASC Topic 740 "Income Taxes" defines the criteria that an individual tax position must satisfy for some or all of the benefits of that position to be recognized in a company's financial statements. Topic 740 prescribes a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order for those tax positions to be recognized in the financial statements. The Company is currently open to audit under the statute of limitations by the IRS for the years ended December 31, 2017 through 2019.

Note 13 - Certificates of Deposit
The following table represents the breakdown of certificates of deposit at September 30, 2020 and 2019, and at December 31, 2019:
September 30, 2020 December 31, 2019 September 30, 2019
Certificates of deposit < $100,000 $ 252,461,000  $ 277,225,000  $ 319,292,000 
Certificates $100,000 to $250,000 269,881,000  345,241,000  278,050,000 
Certificates $250,000 and over 67,589,000  67,513,000  64,431,000 
$ 589,931,000  $ 689,979,000  $ 661,773,000 

Note 14 – Reclassifications
Certain items from the prior year were reclassified in the consolidated financial statements to conform with the current year presentation. These do not have a material impact on the consolidated balance sheet or statement of income and comprehensive income presentations.
39



Note 15 – Fair Value
Certain assets and liabilities are recorded at fair value to provide additional insight into the Company's quality of earnings. Some of these assets and liabilities are measured on a recurring basis while others are measured on a nonrecurring basis, with the determination based upon applicable existing accounting pronouncements. For example, securities available for sale are recorded at fair value on a recurring basis. Other assets, such as, other real estate owned and impaired loans, are recorded at fair value on a nonrecurring basis using the lower of cost or market methodology to determine impairment of individual assets. The Company groups assets and liabilities which are recorded at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement (with level 1 considered highest and level 3 considered lowest). A brief description of each level follows:
Level 1 - Valuation is based upon quoted prices for identical instruments in active markets.
Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation includes use of discounted cash flow models and similar techniques.

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

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

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

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

Mortgage Servicing Rights
Mortgage servicing rights represent the value associated with servicing residential mortgage loans. Servicing assets and servicing liabilities are reported using the amortization method and compared to fair value for impairment. In evaluating the fair values of mortgage servicing rights, the Company obtains third party valuations based on loan level data including note rate, type and term of the underlying loans. As such, the Company classifies mortgage servicing rights as Level 2.
40


Time Deposits
The fair value of maturity deposits is based on the discounted value of contractual cash flows using a replacement cost of funds approach. The discount rate is estimated using the cost of funds borrowing rate in the market. As such, the Company classifies deposits as Level 2.

Borrowed Funds
The fair value of borrowed funds is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently available for borrowings of similar remaining maturities. As such, the Company classifies borrowed funds as Level 2.

Derivatives
The fair value of interest rate swaps is determined using inputs that are observable in the market place obtained from third parties including yield curves, publicly available volatilities, and floating indexes and, accordingly, are classified as Level 2 inputs. The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2020 and 2019, and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives due to collateral postings.

Customer Loan Derivatives
The valuation of the Company’s customer loan derivatives is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves.  The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of master netting arrangements and any applicable credit enhancements, such as collateral postings.

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

Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables present the balances of assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2020, December 31, 2019 and September 30, 2019.
At September 30, 2020
Level 1 Level 2 Level 3 Total
Securities available for sale
   U.S. Government-sponsored agencies $ —  $ 27,497,000  $ —  $ 27,497,000 
   Mortgage-backed securities —  276,424,000  —  276,424,000 
   State and political subdivisions —  36,219,000  —  36,219,000 
Total securities available for sale —  340,140,000  —  340,140,000 
  Customer loan interest swap agreements —  3,311,000  —  3,311,000 
Total interest rate swap agreements —  3,311,000  —  3,311,000 
Total assets $ —  $ 343,451,000  $ —  $ 343,451,000 
41



At September 30, 2020
Level 1 Level 2 Level 3 Total
Interest rate swap agreements $ —  $ 7,342,000  $ —  $ 7,342,000 
Customer loan interest swap agreements —  3,311,000  —  3,311,000 
Total liabilities $ —  $ 10,653,000  $ —  $ 10,653,000 

At December 31, 2019
Level 1 Level 2 Level 3 Total
Securities available for sale
   U.S. Government-sponsored agencies $ —  $ 7,398,000  $ —  $ 7,398,000 
   Mortgage-backed securities —  326,617,000  —  326,617,000 
   State and political subdivisions —  26,505,000  —  26,505,000 
Total securities available for sale —  360,520,000  —  360,520,000 
   Interest rate swap agreements —  562,000  —  562,000 
   Customer loan interest swap agreements —  1,205,000  —  1,205,000 
Total interest rate swap agreements —  1,767,000  —  1,767,000 
Total assets $ —  $ 362,287,000  $ —  $ 362,287,000 

At December 31, 2019
Level 1 Level 2 Level 3 Total
Interest rate swap agreements $ —  $ 439,000  $ —  $ 439,000 
Customer loan interest swap agreements —  1,205,000  —  1,205,000 
Total liabilities $ —  $ 1,644,000  $ —  $ 1,644,000 

At September 30, 2019
Level 1 Level 2 Level 3 Total
Securities available for sale
   Mortgage-backed securities $ —  $ 322,190,000  $ —  $ 322,190,000 
   State and political subdivisions —  4,608,000  —  4,608,000 
Total securities available for sale —  326,798,000  —  326,798,000 
   Interest rate swap agreements —  510,000  —  510,000 
   Customer loan interest swap agreements —  1,643,000  —  1,643,000 
Total interest swap agreements —  2,153,000  —  2,153,000 
Total assets $ —  $ 328,951,000  $ —  $ 328,951,000 

At September 30, 2019
Level 1 Level 2 Level 3 Total
Interest rate swap agreements $ —  $ 845,000  $ —  $ 845,000 
Customer loan interest swap agreements —  1,643,000  —  1,643,000 
Total liabilities $ —  $ 2,488,000  $ —  $ 2,488,000 

Assets Recorded at Fair Value on a Non-Recurring Basis
The following tables include assets measured at fair value on a nonrecurring basis that have had a fair value adjustment since their initial recognition. Mortgage servicing rights are presented net of an impairment reserve of $258,000 at September 30,
42


2020 and $0 at December 31, 2019 and September 30, 2019. Other real estate owned is presented net of an allowance of $45,000 at September 30, 2020 and $0 at December 31, 2019 and September 30, 2019. Only collateral-dependent impaired loans with a related specific allowance for loan losses or a partial charge off are included in impaired loans for purposes of fair value disclosures. Impaired loans below are presented net of specific allowances of $633,000, $1,916,000 and $1,763,000 at September 30, 2020, December 31, 2019, and September 30, 2019, respectively.
At September 30, 2020
Level 1 Level 2 Level 3 Total
Mortgage servicing rights $ —  $ 2,013,000  $ —  $ 2,013,000 
Other real estate owned —  777,000  —  777,000 
Impaired loans —  789,000  —  789,000 
Total assets $ —  $ 3,579,000  $ —  $ 3,579,000 

At December 31, 2019
Level 1 Level 2 Level 3 Total
Mortgage servicing rights $ —  $ 2,089,000  $ —  $ 2,089,000 
Other real estate owned —  279,000  —  279,000 
Impaired loans —  6,579,000  —  6,579,000 
Total assets $ —  $ 8,947,000  $ —  $ 8,947,000 

At September 30, 2019
Level 1 Level 2 Level 3 Total
Mortgage servicing rights $ —  $ 2,083,000  $ —  $ 2,083,000 
Other real estate owned —  279,000  —  279,000 
Impaired loans —  7,143,000  —  7,143,000 
Total assets $ —  $ 9,505,000  $ —  $ 9,505,000 

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Fair Value of Financial Instruments
FASB ASC Topic 825 "Financial Instruments" requires disclosures of fair value information about financial instruments, whether or not recognized in the balance sheet, if the fair values can be reasonably determined. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques using observable inputs when available. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
This summary excludes financial assets and liabilities for which carrying value approximates fair values and financial instruments that are recorded at fair value on a recurring basis. Financial instruments for which carrying values approximate fair value include cash equivalents, interest-bearing deposits in other banks, demand, NOW, savings and money market deposits. The estimated fair value of demand, NOW, savings and money market deposits is the amount payable on demand at the reporting date. Carrying value is used because the accounts have no stated maturity and the customer has the ability to withdraw funds immediately.
The carrying amount and estimated fair values for financial instruments as of September 30, 2020 were as follows:
Carrying value Estimated fair value Level 1 Level 2 Level 3
Financial assets
Securities to be held to maturity $ 331,962,000  $ 342,062,000  $ —  $ 342,062,000  $ — 
Loans (net of allowance for loan losses)
Commercial
   Real estate 401,822,000  406,575,000  —  13,000  406,562,000 
   Construction 51,362,000  51,970,000  —  —  51,970,000 
   Other 305,239,000  302,600,000  —  33,000  302,567,000 
Municipal 43,955,000  44,203,000  —  —  44,203,000 
Residential
   Term 494,864,000  505,357,000  —  277,000  505,080,000 
   Construction 16,011,000  16,178,000  —  —  16,178,000 
Home equity line of credit 81,359,000  80,160,000  —  457,000  79,703,000 
Consumer 26,663,000  24,686,000  —  9,000  24,677,000 
Total loans 1,421,275,000  1,431,729,000  —  789,000  1,430,940,000 
Mortgage servicing rights 2,220,000  2,013,000  —  2,013,000  — 
Financial liabilities
Local certificates of deposit $ 253,863,000  $ 255,553,000  $ —  $ 255,553,000  $ — 
National certificates of deposit 336,068,000  343,022,000  —  343,022,000  — 
Total certificates of deposits 589,931,000  598,575,000  —  598,575,000  — 
Repurchase agreements 66,087,000  55,085,000  —  55,085,000  — 
Federal Home Loan Bank and Federal Reserve Bank borrowings 217,700,000  197,527,000  —  197,527,000  — 
Total borrowed funds 283,787,000  252,612,000  —  252,612,000  — 









44


The carrying amounts and estimated fair values for financial instruments as of December 31, 2019 were as follows:
Carrying value Estimated fair value Level 1 Level 2 Level 3
Financial assets
Securities to be held to maturity $ 281,606,000  $ 287,045,000  $ —  $ 287,045,000  $ — 
Loans (net of allowance for loan losses)
Commercial
   Real estate 368,645,000  364,626,000  —  2,000  364,624,000 
   Construction 37,678,000  37,366,000  —  —  37,366,000 
   Other 215,068,000  212,548,000  —  5,046,000  207,502,000 
Municipal 41,258,000  40,552,000  —  —  40,552,000 
Residential
   Term 491,315,000  491,359,000  —  577,000  490,782,000 
   Construction 14,785,000  14,786,000  —  —  14,786,000 
Home equity line of credit 91,149,000  90,959,000  —  954,000  90,005,000 
Consumer 25,538,000  23,489,000  —  —  23,489,000 
Total loans 1,285,436,000  1,275,685,000  —  6,579,000  1,269,106,000 
Mortgage servicing rights 1,546,000  2,089,000  —  2,089,000  — 
Financial liabilities
Local certificates of deposit $ 285,602,000  $ 281,480,000  $ —  $ 281,480,000  $ — 
National certificates of deposit 404,377,000  412,337,000  —  412,337,000  — 
Total deposits 689,979,000  693,817,000  —  693,817,000  — 
Repurchase agreements 37,450,000  37,450,000  —  37,450,000  — 
Federal Home Loan Bank advances 147,505,000  140,063,000  —  140,063,000  — 
Total borrowed funds 184,955,000  177,513,000  —  177,513,000  — 





















45


The carrying amount and estimated fair values for financial instruments as of September 30, 2019 were as follows:
Carrying value Estimated fair value Level 1 Level 2 Level 3
Financial assets
Securities to be held to maturity $ 298,786,000  $ 306,647,000  $ —  $ 306,647,000  $ — 
Loans (net of allowance for loan losses)
Commercial
   Real estate 363,725,000  360,061,000  —  622,000  359,439,000 
   Construction 36,829,000  36,458,000  —  —  36,458,000 
   Other 198,093,000  196,674,000  —  5,142,000  191,532,000 
Municipal 36,492,000  36,192,000  —  —  36,192,000 
Residential
   Term 484,160,000  482,121,000  —  992,000  481,129,000 
   Construction 14,091,000  14,032,000  —  —  14,032,000 
Home equity line of credit 93,180,000  90,289,000  —  387,000  89,902,000 
Consumer 25,124,000  23,318,000  —  —  23,318,000 
Total loans 1,251,694,000  1,239,145,000  —  7,143,000  1,232,002,000 
Mortgage servicing rights 1,451,000  2,083,000  —  2,083,000  — 
Financial liabilities
Local certificates of deposit $ 283,119,000  $ 285,598,000  $ —  $ 285,598,000  $ — 
National certificates of deposit 378,654,000  379,995,000  —  379,995,000  — 
Total certificates of deposits 661,773,000  665,593,000  —  665,593,000  — 
Repurchase agreements 41,310,000  40,004,000  —  40,004,000  — 
Federal Home Loan Bank advances 140,107,000  140,008,000  —  140,008,000  — 
Total borrowed funds 181,417,000  180,012,000  —  180,012,000  — 
46


Note 16 – Impact of Recently Issued Accounting Standards
In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses. The new guidance, which is referred to as the current expected credit loss model, requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses. A modified version of these requirements also applies to debt securities classified as available for sale. The ASU was to be effective for all SEC registrants for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. On October 16, 2019, FASB voted to finalize a proposal issued in August 2019 under which the effective implementation date was changed for SEC registrants meeting the definition of a Smaller Reporting Company to fiscal years beginning after December 15, 2022. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within such years. The Company qualifies as a Smaller Reporting Company. It continues to evaluate the impact of the adoption of the ASU on its consolidated financial statements, and continues to anticipate that it may have a material impact upon adoption. The Bank has formed an implementation committee for ASU No. 2016-13. To date, committee members have participated in educational seminars on the new standards, identified the historical data sets that will be necessary to implement the new standard, and have chosen a third-party vendor who provides software solutions for ASU No. 2016-13 modeling and calculation. The Bank is in the late stages of implementing this software and plans to run incurred loss and current expected credit models in parallel until adoption of ASU No. 2016-13.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU was issued to reduce the cost and complexity of the goodwill impairment test. To simplify the subsequent measurement of goodwill, step two of the goodwill impairment test was eliminated. Instead, a Company will recognize an impairment of goodwill should the carrying value of a reporting unit exceed its fair value (i.e. step one). The ASU was effective for the Company on January 1, 2020 and will be applied prospectively. Implementation of this ASU did not have a material effect on the Company's consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities are also allowed to elect early adoption for the eliminated or modified disclosure requirements and delay adoption of the new disclosure requirements until their effective date. As ASU No. 2018-13 only revises disclosure requirements, it did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other postretirement benefit plans. ASU 2018-14 is effective for fiscal years ending after December 15, 2020; early adoption is permitted. As ASU 2018-14 only revises disclosure requirements, it will not have a material impact on the Company’s consolidated financial statements.



47


Note 17 – Commitment
On September 3, 2020, the Bank entered into a Branch Purchase & Assumption Agreement with Bangor Savings Bank (BSB) to acquire a branch location in Belfast, ME currently owned and operated by Damariscotta Bank & Trust (DB&T); BSB has an agreement in place to purchase DB&T.
The acquisition will be the Bank's first branch location in Waldo County, and is expected to add $16.5 million in deposits and $23.5 million in loans to its balance sheet. The final value of the transaction is estimated to be $24.8 million which includes the loans, an assignment of a ground lease, leasehold improvements, furniture and equipment, and the premium paid for the deposits. The Bank has received regulatory approval for the purchase, and the transaction is expected to be closed in the fourth quarter. A copy of the Agreement is included as Exhibit 10.4.
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Item 2 – Management's Discussion and Analysis of Financial Condition
and Results of Operations
The First Bancorp, Inc. and Subsidiary
Forward-Looking Statements
This report contains statements that are "forward-looking statements." We may also make written or oral forward-looking statements in other documents we file with the Securities and Exchange Commission ("SEC"), in our annual reports to shareholders, in press releases and other written materials, and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words "believe," "expect," "anticipate," "intend," "estimate," "assume," "outlook," "will," "should," and other expressions that predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause these differences include the following: changes in general national, regional or international economic conditions or conditions affecting the banking or financial services industries or financial capital markets, volatility and disruption in national and international financial markets, government intervention in the U.S. financial system, reductions in net interest income resulting from interest rate volatility as well as changes in the balance and mix of loans and deposits, reductions in the market value of wealth management assets under administration, changes in the value of securities and other assets, reductions in loan demand, changes in loan collectability, default and charge-off rates, changes in the size and nature of the Company's competition, changes in legislation or regulation and accounting principles, policies and guidelines, uncertainties with respect to the duration, nature, and extent of the COVID-19 pandemic and its consequences, and changes in the assumptions used in making such forward-looking statements. In addition, the factors described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC, may result in these differences, as well as the "Risk Factors" in Part II, Item 1A listed below. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this quarterly report, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures made by the Company, which attempt to advise interested parties of the facts that affect the Company's business.
Critical Accounting Policies
Management's discussion and analysis of the Company's financial condition is based on the consolidated financial statements which are prepared in accordance with GAAP. The preparation of such financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, Management evaluates its estimates, including those related to the allowance for loan losses, goodwill, the valuation of mortgage servicing rights, and other-than-temporary impairment on securities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis in making judgments about the carrying values of assets that are not readily apparent from other sources. Actual results could differ from the amount derived from Management's estimates and assumptions under different assumptions or conditions.
Allowance for Loan Losses. Management believes the allowance for loan losses requires the most significant estimates and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is based on Management's evaluation of the level of the allowance required in relation to the estimated loss exposure in the loan portfolio. Management believes the allowance for loan losses is a significant estimate and therefore regularly evaluates it to determine the appropriate level by taking into consideration factors such as prior loan loss experience, the character and size of the loan portfolio, business and economic conditions and Management's estimation of potential losses. The use of different estimates or assumptions could produce different provisions for loan losses.
Goodwill. Management utilizes numerous techniques to estimate the value of various assets held by the Company, including methods to determine the appropriate carrying value of goodwill as required under FASB ASC Topic 350 "Intangibles – Goodwill and Other." In addition, goodwill from a purchase acquisition is subject to ongoing periodic impairment tests, which include an evaluation of the ongoing assets, liabilities and revenues from the acquisition and an estimation of the impact of business conditions.
49


Mortgage Servicing Rights. The valuation of mortgage servicing rights is a critical accounting policy which requires significant estimates and assumptions. The Bank often sells mortgage loans it originates and retains the ongoing servicing of such loans, receiving a fee for these services, generally 0.25% of the outstanding balance of the loan per annum. Mortgage servicing rights are recognized at fair value when they are acquired through the sale of loans, and are reported in other assets. They are amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. The rights are subsequently carried at the lower of amortized cost or fair value. Management uses an independent firm which specializes in the valuation of mortgage servicing rights to determine the fair value which is recorded on the balance sheet. The most important assumption is the anticipated loan prepayment rate, and increases in prepayment speed results in lower valuations of mortgage servicing rights. The valuation also includes an evaluation for impairment based upon the fair value of the rights, which can vary depending upon current interest rates and prepayment expectations, as compared to amortized cost. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. The use of different assumptions could produce a different valuation. All of the assumptions are based on standards the Company believes would be utilized by market participants in valuing mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources.
Other-Than-Temporary Impairment on Securities. One of the significant estimates related to investment securities is the evaluation of other-than-temporary impairments. The evaluation of securities for other-than-temporary impairments is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the fair value of investments should be recognized in current period earnings. The risks and uncertainties include changes in general economic conditions, the issuer's financial condition and/or future prospects, the effects of changes in interest rates or credit spreads and the expected recovery period of unrealized losses. Securities that are in an unrealized loss position are reviewed at least quarterly to determine if other-than-temporary impairment is present based on certain quantitative and qualitative factors and measures. The primary factors considered in evaluating whether a decline in value of securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, (d) the volatility of the securities' market price, (e) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery, which may be at maturity and (f) any other information and observable data considered relevant in determining whether other-than-temporary impairment has occurred, including the expectation of receipt of all principal and interest when due.
Derivative Financial Instruments. The Bank recognizes all derivatives in the consolidated balance sheets at fair value. On the date the Bank enters into the derivative contract, the Bank designates the derivative as a hedge of either a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), or a held for trading instrument (“trading instrument”). The Bank formally documents relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Bank also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are effective in offsetting changes in cash flows or fair values of hedged items. Changes in fair value of a derivative that is effective and that qualifies as a cash flow hedge are recorded in other comprehensive income (loss) and are reclassified into earnings when the forecasted transaction or related cash flows affect earnings. Changes in fair value of a derivative that qualifies as a fair value hedge and the change in fair value of the hedged item are both recorded in earnings and offset each other when the transaction is effective. Those derivatives that are classified as trading instruments, including customer loan swaps, are recorded at fair value with changes in fair value recorded in earnings. The Bank discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, that it is unlikely that the forecasted transaction will occur, or that the designation of the derivative as a hedging instrument is no longer appropriate.

Use of Non-GAAP Financial Measures
Certain information in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Report contains financial information determined by methods other than in accordance with GAAP. Management uses these "non-GAAP" measures in its analysis of the Company's performance and believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant gains and charges in the current period. The Company believes that a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. Management believes that investors may use these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
50


In several places net interest income is presented on a fully taxable-equivalent basis. Specifically included in interest income was tax-exempt interest income from certain investment securities and loans. An amount equal to the tax benefit derived from this tax exempt income has been added back to the interest income total which, as adjusted, increased net interest income accordingly. Management believes the disclosure of tax-equivalent net interest income information improves the clarity of financial analysis, and is particularly useful to investors in understanding and evaluating the changes and trends in the Company's results of operations. Other financial institutions commonly present net interest income on a tax-equivalent basis. This adjustment is considered helpful in the comparison of one financial institution's net interest income to that of another, as each will have a different proportion of tax-exempt interest from its earning assets. Moreover, net interest income is a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets. For purposes of this measure as well, other financial institutions generally use tax-equivalent net interest income to provide a better basis of comparison from institution to institution. The Company follows these practices. The following table provides a reconciliation of tax-equivalent financial information to the Company's consolidated financial statements prepared in accordance with GAAP. A Federal Income Tax rate of 21.0% was used in 2020 and 2019.
For the nine months ended September 30, For the quarter ended September 30,
Dollars in thousands
2020 2019 2020 2019
Net interest income as presented $ 44,154  $ 39,075  $ 14,745  $ 13,226 
Effect of tax-exempt income 1,741  1,723  586  572 
Net interest income, tax equivalent $ 45,895  $ 40,798  $ 15,331  $ 13,798 
The Company presents its efficiency ratio using non-GAAP information which is most commonly used by financial institutions. The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income from the Consolidated Statements of Income and Comprehensive Income (Loss). The non-GAAP efficiency ratio excludes securities losses and other-than-temporary impairment charges from noninterest expenses, excludes securities gains from noninterest income, and adds the tax-equivalent adjustment to net interest income. The following table provides a reconciliation between the GAAP and non-GAAP efficiency ratio:
For the nine months ended September 30, For the quarter ended September 30,
Dollars in thousands
2020 2019 2020 2019
Non-interest expense, as presented $ 29,236  $ 26,168  $ 9,276  $ 9,040 
Net interest income, as presented 44,154  39,075  14,745  13,226 
Effect of tax-exempt interest income 1,741  1,723  586  572 
Non-interest income, as presented 13,627  10,281  4,805  3,532 
Effect of non-interest tax-exempt income 124  124  41  41 
Net securities gains (1,179) (15)   (15)
Adjusted net interest income plus non-interest income $ 58,467  $ 51,188  $ 20,177  $ 17,356 
Non-GAAP efficiency ratio 50.00  % 51.12  % 45.97  % 52.08  %
GAAP efficiency ratio 50.60  % 53.02  % 47.45  % 53.94  %

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






51


The following table provides a reconciliation of average tangible shareholders' common equity to the Company's consolidated financial statements, which have been prepared in accordance with GAAP:
For the nine months ended September 30, For the quarter ended September 30,
Dollars in thousands
2020 2019 2020 2019
Average shareholders' equity as presented $ 218,603  $ 201,655  $ 220,465  $ 208,040 
  Less average intangible assets (29,920) (29,963) (29,934) (29,978)
Average tangible shareholders' common equity $ 188,683  $ 171,692  $ 190,531  $ 178,062 

To provide period-to-period comparison of operating results prior to consideration of credit loss provision and income taxes, the non-GAAP measure of Pre-Tax, Pre-Provision Net Income is presented. The following table provides a reconciliation to Net Income:
For the nine months ended September 30, For the quarters ended September 30,
Dollars in thousands 2020 2019 2020 2019
Net Income, as presented $ 20,159  $ 18,839  $ 7,095  $ 6,288 
Add: provision for loan losses 4,550  875  1,800  250 
Add: income taxes 3,836  3,474  1,379  1,180 
Pre-Tax, pre-provision net income $ 28,545  $ 23,188  $ 10,274  $ 7,718 


Executive Summary
Net income for the nine months ended September 30, 2020 was $20.2 million, up $1.3 million or 7.0% from the same period in 2019. Earnings per common share on a fully diluted basis were $1.84 for the nine months ended September 30, 2020, up $0.11 or 6.4% from the $1.73 posted for the same period in 2019. For the quarter ended September 30, 2020, net income was $7.1 million, up $807,000 or 12.8% from the same period in 2019. Earnings per common share on a fully diluted basis were $0.65 for the quarter ended September 30, 2020, up $0.07 or 12.1% from the $0.58 posted in 2019. Compared to the second quarter of 2020, net income was up $526,000 or 8.0% and earnings per common share on a fully diluted basis were $0.65, up $0.05 from the prior quarter.
The Company posted record operating results during the third quarter of 2020 despite the continued operational and business climate challenges brought about by the coronavirus disease (COVID-19). Net income of $7.1 million was achieved via an increase in net interest income before loan loss provision, continued strong non-interest revenue and controlled operating expenses. Asset quality remained stable as improvements noted over the first two quarters of 2020 were sustained. Based upon the strength of the Company's earnings, a dividend of 31 cents per share was declared in the third quarter, representing a payout to our shareholders of 47.69 of net income for the period.
Net interest income on a tax-equivalent basis was up $5.1 million or 12.5% in the nine months ended September 30, 2020 compared to the same period in 2019. This increase is attributable to growth in earning assets, stable interest rate margins and the recovery of interest on resolved problem loans during the first quarter of 2020. The tax equivalent net interest margin for the nine months ended September 30, 2020, was 2.93%, up from 2.90% for the same period in 2019. For the quarter ended September 30, 2020, net interest income on a tax-equivalent basis increased $1.5 million or 11.1% compared to the same period in 2019, with the net interest margin down six basis points to 2.82%.
Non-interest income for the nine months ended September 30, 2020 was $13.6 million, up $3.3 million or 32.5%, from the nine months ended September 30, 2019. Strong demand for both purchase and refinance loans led to mortgage banking revenue increasing $2.6 million or 209.9%. Revenue at First National Wealth Management increased $253,000 and net gains on securities added $1.2 million, while service charge income and other income were both negatively impacted by lower transaction volume related to COVID-19.
Non-interest expense for the nine months ended September 30, 2020 was $29.2 million, up $3.1 million or 11.7% from the nine months ended September 30, 2019. The year-to-year change was impacted by charges taken during the first quarter of 2020, to restructure interest rate swap positions, as well as increases in employee expenses and furniture and equipment expense.
Asset quality held steady in the third quarter. Non-performing assets stood at 0.43% of total assets as of September 30, 2020, down from 0.84% of total assets as of September 30, 2019 and 0.82% as of December 31, 2019. Total past-due loans
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were 0.89% of total loans as of September 30, 2020, down from 1.16% of total loans as of December 31, 2019 and up from 0.78% as of September 30, 2019.
The provision for loan losses for the first nine months of 2020 was $4.6 million, up from the $875,000 provisioned in the same period in 2019. Despite year-to-date improvement in non-performing asset levels, continued positive charge-off metrics, and stable levels of past due loans, the uncertainties resulting from COVID-19 led management to provision at elevated levels in the second and third quarters based upon the potential impact of current economic conditions to borrowers. Net loan chargeoffs for the nine months ended September 30, 2020 were $817,000 or 0.08% of average loans on an annualized basis. This was up from net chargeoffs of $342,000 or 0.04% of average loans on an annualized basis for the nine months ended September 30, 2019. The allowance for loan losses increased $3.7 million between December 31, 2019 and September 30, 2020, and now stands at 1.07% of loans outstanding as of September 30, 2020, up from 0.90% and 0.93% of loans outstanding at December 31, 2019 and September 30, 2019, respectively.
The Company's balance sheet continued to expand in the first nine months of 2020 as total assets increased $227.8 million or 11.0% year-to-date. The loan portfolio increased $139.6 million or 10.8% in the nine months ended September 30, 2020 and $173.2 million or 13.7% from a year ago. Loan growth year to date has been centered in commercial real estate and construction loans, up $48.3 million, and other commercial loans, up $90.5 million. Other commercial loans include Payroll Protection Program (PPP) loan balances of $97.3 million. Overall loan balances were down $15.0 million in the third quarter, the result of payoffs of large individual credits in the other commercial loans segment of the portfolio. The investment portfolio has increased $31.5 million year-to-date and increased $48.1 million or 7.6% from a year ago. On the liability side of the balance sheet, low-cost deposits have increased $216.7 million or 27.1% year-to-date, with much of the growth attributable to various economic stimulus programs, including proceeds of PPP loans, being deposited back to the Bank. Year-over-year, low-cost deposits increased $203.4 million or 25.0%. Local certificates of deposit ("CDs") decreased $29.3 million and wholesale CDs decreased $70.8 million year-to-date.
Remaining well capitalized is a top priority for The First Bancorp, Inc. The Company's total risk-based capital ratio was 15.44% as of September 30, 2020, solidly above the well-capitalized threshold of 10.0% set by the Federal Deposit Insurance Corporation, the Federal Reserve Board, and the Office of the Comptroller of the Currency.
The Company's operating ratios remain good, with a return on average tangible common equity of 14.27% for the nine months ended September 30, 2020 compared to 14.67% for the same period in 2019. Based upon June 30, 2020 data, our return on average tangible common equity was in the top 17% of all banks in the UBPR peer group, which had an average return on equity of 9.79%. Our non-GAAP efficiency ratio continues to be an important component in our overall performance and stood at 50.00% for the nine months ended September 30, 2020 compared to 51.12% for the same period in 2019. The Company's efficiency ratio was elevated in the first quarter of 2020 due to charges taken to restructure several interest rate swap positions. In the absence of these charges, the non-GAAP efficiency ratio for the first nine months of 2020 would have been 46.87%.
Net Interest Income
Total interest income of $58.0 million for the nine months ended September 30, 2020 was a decrease of $1.0 million or 1.7% compared to total interest income of $59.0 million for the same period of 2019. Total interest expense of $13.8 million for the nine months ended September 30, 2020 was a decrease of $6.1 million or 30.6% compared to total interest expense for the nine months ended September 30, 2019. As a result, net interest income of $44.2 million for the nine months ended September 30, 2020 was an increase of $5.1 million or 13.0% compared to net interest income of $39.1 million for the same period ended September 30, 2019. This increase is attributable to growth in earning assets, stable margins, and the recovery of interest on resolved problem loans during the first quarter of 2020. The Company's net interest margin on a tax-equivalent basis for the nine months ended September 30, 2020 was 2.93%, up from 2.90% for the first nine months of 2019. Tax-exempt interest income amounted to $6.5 million for the nine months ended September 30, 2020 and 2019.
The following tables present the amount of interest earned or paid, as well as the average yield or rate on an annualized basis, for each major category of assets or liabilities for the nine months ended September 30, 2020 and 2019. Tax-exempt income is calculated on a tax-equivalent basis, using a 21.0% Federal Income Tax rate.
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For the nine months ended
September 30, 2020 September 30, 2019
Dollars in thousands
Amount of
interest
Average
Yield/Rate
Amount of interest Average
Yield/Rate
Interest on earning assets
Interest-bearing deposits $ 87  0.46  % $ 145  2.34  %
Investments 15,277  3.07  % 15,856  3.42  %
Loans held for sale 25  1.24  % 1.77  %
Loans 44,338  4.23  % 44,712  4.76  %
   Total interest income 59,727  3.81  % 60,717  4.31  %
Interest expense
Deposits 11,613  1.03  % 17,739  1.65  %
Other borrowings 2,219  1.15  % 2,180  1.55  %
   Total interest expense 13,832  1.04  % 19,919  1.64  %
Net interest income $ 45,895  $ 40,798 
Interest rate spread 2.77  % 2.67  %
Net interest margin 2.93  % 2.90  %
For the quarters ended
September 30, 2020 September 30, 2019
Dollars in thousands
Amount of
interest
Average
Yield/Rate
Amount of
interest
Average
Yield/Rate
Interest on earning assets
Interest-bearing deposits $ 8  0.12  % $ 48  2.09  %
Investments 4,898  2.88  % 5,356  3.36  %
Loans held for sale 19  1.51  % 1.66  %
Loans 14,167  3.88  % 15,070  4.75  %
   Total interest-earning assets 19,092  3.52  % 20,476  4.27  %
Interest expense
Deposits 2,866  0.75  % 5,983  1.65  %
Other borrowings 895  1.27  % 695  1.50  %
   Total interest expense 3,761  0.83  % 6,678  1.63  %
Net interest income $ 15,331  $ 13,798 
Interest rate spread 2.69  % 2.64  %
Net interest margin 2.82  % 2.88  %

Interest income includes $788,000 in net origination fees recognized year-to-date attributable to PPP loans; as of September 30, 2020, net unrecognized PPP origination fees totaled $2.7 million. No such fees were recognized in 2019 or in the first quarter of 2020.












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The following tables present changes in interest income and expense attributable to changes in interest rates and volume for interest-earning assets and liabilities for the nine months and quarters ended September 30, 2020 compared to 2019. Tax-exempt income is calculated on a tax-equivalent basis, using a 21% Federal Income Tax rate.
For the nine months ended September 30, 2020 compared to 2019
Dollars in thousands
Volume Rate
Rate/Volume1
Total
Interest on earning assets
Interest-bearing deposits $ 299  $ (117) $ (240) $ (58)
Investment securities 1,128  (1,594) (113) (579)
Loans held for sale 32  (1) (10) 21 
Loans 5,146  (4,950) (570) (374)
   Change in interest income 6,605  (6,662) (933) (990)
Interest expense
Deposits 911  (6,693) (344) (6,126)
Other borrowings 824  (570) (215) 39 
   Change in interest expense 1,735  (7,263) (559) (6,087)
   Change in net interest income $ 4,870  $ 601  $ (374) $ 5,097 
1 Represents the change attributable to a combination of change in rate and change in volume.

For the quarter ended September 30, 2020 compared to 2019
Dollars in thousands
Volume Rate
Rate/Volume1
Total
Interest on earning assets
Interest-bearing deposits $ 86  $ (45) $ (81) $ (40)
Investment securities 373  (777) (54) (458)
Loans held for sale 19  —  (2) 17 
Loans 2,327  (2,798) (432) (903)
  Change in interest income 2,805  (3,620) (569) (1,384)
Interest expense
Deposits 329  (3,266) (180) (3,117)
Other borrowings 370  (111) (59) 200 
   Change in interest expense 699  (3,377) (239) (2,917)
   Change in net interest income $ 2,106  $ (243) $ (330) $ 1,533 
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Average Daily Balance Sheets
The following table shows the Company's average daily balance sheets for the nine months and quarters ended September 30, 2020 and 2019.
For the nine months ended For the quarters ended
 Dollars in thousands
September 30,
2020
September 30,
2019
September 30,
2020
September 30,
2019
Assets
Cash and cash equivalents $ 19,336  $ 16,462  $ 24,995  $ 18,325 
Interest-bearing deposits in other banks 25,386  8,283  25,558  9,133 
Securities available for sale 321,834  324,001  318,080  323,969 
Securities to be held to maturity 332,467  287,051  348,185  299,742 
Restricted equity securities, at cost 10,252  9,371  10,545  8,982 
Loans held for sale 2,701  302  4,998  477 
Loans 1,399,539  1,255,089  1,453,139  1,258,738 
Allowance for loan losses (12,850) (11,477) (14,552) (11,597)
     Net loans 1,386,689  1,243,612  1,438,587  1,247,141 
Accrued interest receivable 9,144  8,105  9,947  7,936 
Premises and equipment 20,971  21,529  20,611  20,978 
Other real estate owned 527  457  845  282 
Goodwill 29,805  29,805  29,805  29,805 
Other assets 51,482  45,896  53,131  47,124 
        Total Assets $ 2,210,594  $ 1,994,874  $ 2,285,287  $ 2,013,894 
Liabilities & Shareholders' Equity
Demand deposits $ 198,196  $ 153,824  $ 234,898  $ 163,803 
NOW deposits 419,334  365,925  452,758  365,352 
Money market deposits 165,465  137,988  165,964  138,717 
Savings deposits 253,110  237,707  271,035  240,129 
Certificates of deposit 673,005  695,504  631,581  697,913 
     Total deposits 1,709,110  1,590,948  1,756,236  1,605,914 
Borrowed funds – short term 203,385  177,459  225,897  173,318 
Borrowed funds – long term 55,097  10,107  55,097  10,107 
Dividends payable 813  1,160  848  1,207 
Other liabilities 23,586  13,545  26,744  15,308 
     Total Liabilities 1,991,991  1,793,219  2,064,822  1,805,854 
Shareholders' Equity:
Common stock 109  109  109  109 
Additional paid-in capital 64,396  63,138  64,720  63,416 
Retained earnings 151,752  138,646  155,087  141,594 
Net unrealized gain (loss) on securities available for sale 6,772  (652) 6,942  3,169 
Net unrealized loss on securities transferred from available for sale to held to maturity (163) (192) (143) (187)
Net unrealized gain (loss) on cash flow hedging derivative instruments (4,287) 569  (6,274) (98)
Net unrealized gain on postretirement benefit costs 24  37  24  37 
    Total Shareholders' Equity 218,603  201,655  220,465  208,040 
       Total Liabilities & Shareholders' Equity $ 2,210,594  $ 1,994,874  $ 2,285,287  $ 2,013,894 
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Non-Interest Income
Non-interest income of $13.6 million for the nine months ended September 30, 2020 is an increase of $3.3 million compared to the same period in 2019. Strong purchase and refinance volume led to mortgage banking revenue increasing $2.6 million or 209.9%. Revenue at First National Wealth Management increased $253,000 and net gains on securities added $1.2 million, while service charge income and other income were both negatively impacted by lower transaction volume related to COVID-19. Non-interest income of $4.8 million for the quarter ended September 30, 2020 is an increase of $1.3 compared to the same period in 2019, due primarily to mortgage banking revenue.
Non-Interest Expense
Non-interest expense of $29.2 million for the nine months ended September 30, 2020 is an increase of 11.7% or $3.1 million compared to non-interest expense of $26.2 million for the same period in 2019. The year-to-year change was impacted by charges taken during the first quarter of 2020 to restructure interest rate swap positions, as well as increases in employee expenses and furniture and equipment expense. The Company's non-GAAP efficiency ratio stood at 50.00% for the nine months ended September 30, 2020, down from 51.12% for the same period in 2019. The ratio was elevated in the first quarter of 2020 due to charges taken to restructure several interest rate swap positions. In the absence of these charges, the non-GAAP efficiency ratio for the first nine months of 2020 would have been 46.87%. Non-interest expense of $9.3 million for the quarter ended September 30, 2020 is an increase of 2.6% compared to non-interest expense of $9.0 million for the same period in 2019 due to the reasons mentioned above along with the application of FDIC assessment credits in third quarter of 2019.
Income Taxes
Income taxes on operating earnings were $3.8 million for the nine months ended September 30, 2020, up $362,000 from the same period in 2019.
Investments
The Company's investment portfolio increased by $31.5 million between December 31, 2019 and September 30, 2020. As of September 30, 2020, mortgage-backed securities had a carrying value of $319.8 million and a fair value of $320.6 million. Of this total, securities with a fair value of $122.3 million or 38.1% of the mortgage-backed portfolio were issued by the Government National Mortgage Association and securities with a fair value of $198.3 million or 61.9% of the mortgage-backed portfolio were issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Federal National Mortgage Association ("Fannie Mae").
The Company's investment securities are classified into two categories: securities available for sale and securities to be held to maturity. Securities available for sale consist primarily of debt securities which Management intends to hold for indefinite periods of time. They may be used as part of the Company's funds management strategy, and may be sold in response to changes in interest rates, prepayment risk and liquidity needs, to increase capital ratios, or for other similar reasons. Securities to be held to maturity consist primarily of debt securities that the Company has acquired solely for long-term investment purposes, rather than potential future sale. For securities to be categorized as held to maturity, Management must have the intent and the Company must have the ability to hold such investments until their respective maturity dates. The Company does not hold trading account securities.
All investment securities are managed in accordance with a written investment policy adopted by the Board of Directors. It is the Company's general policy that investments for either portfolio be limited to government debt obligations, time deposits, and corporate bonds or commercial paper with one of the three highest ratings given by a nationally recognized rating agency. The portfolio is currently invested primarily in U.S. Government agency securities and tax-exempt obligations of states and political subdivisions. The individual securities have been selected to enhance the portfolio's overall yield while not materially adding to the Company's level of interest rate risk.
During the third quarter of 2014, the Company transferred securities with a total amortized cost of $89,780,000 and a corresponding fair value of $89,757,000 from available for sale to held to maturity. The net unrealized loss, net of taxes, on these securities at the date of the transfer was $15,000. The net unrealized holding loss at the time of transfer continues to be reported in accumulated other comprehensive income (loss), net of tax and is amortized over the remaining lives of the securities as an adjustment of the yield. The amortization of the net unrealized loss reported in accumulated other comprehensive income (loss) will offset the effect on interest income of the discount for the transferred securities. The remaining unamortized balance of the net unrealized losses for the securities transferred from available for sale to held to maturity was $139,000 at September 30, 2020. This compares to $182,000 and $189,000, net of taxes, at December 31, 2019 and September 30, 2019, respectively. These securities were transferred as a part of the Company's overall investment and balance sheet strategies.

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The following table sets forth the Company's investment securities at their carrying amounts as of September 30, 2020 and 2019 and December 31, 2019.
Dollars in thousands
September 30,
2020
December 31,
2019
September 30,
2019
Securities available for sale
U.S. Government-sponsored agencies $ 27,497  $ 7,398  $ — 
Mortgage-backed securities 276,424  326,617  322,190 
State and political subdivisions 36,219  26,505  4,608 
$ 340,140  $ 360,520  $ 326,798 
Securities to be held to maturity
U.S. Government-sponsored agencies $ 26,146  $ 32,840  $ 32,840 
Mortgage-backed securities 43,414  14,431  15,584 
State and political subdivisions 245,152  219,585  236,612 
Corporate securities 17,250  14,750  13,750 
$ 331,962  $ 281,606  $ 298,786 
Restricted equity securities
Federal Home Loan Bank Stock $ 9,508  $ 7,945  $ 7,945 
Federal Reserve Bank Stock 1,037  1,037  1,037 
$ 10,545  $ 8,982  $ 8,982 
Total securities $ 682,647  $ 651,108  $ 634,566 



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The following table sets forth yields and contractual maturities of the Company's investment securities as of September 30, 2020. Yields on tax-exempt securities have been computed on a tax-equivalent basis using a tax rate of 21%. Mortgage-backed securities are presented according to their final contractual maturity date, while the calculated yield takes into effect the intermediate cash flows from repayment of principal which results in a much shorter average life.
Available For Sale Held to Maturity
 Dollars in thousands
Fair
Value
Yield to maturity Amortized Cost Yield to maturity
 U.S. Government-Sponsored Agencies
 Due in 1 year or less $ —  0.00  % $ —  0.00  %
 Due in 1 to 5 years —  0.00  % —  0.00  %
 Due in 5 to 10 years 6,964  1.14  % 18,147  2.74  %
 Due after 10 years 20,533  2.36  % 7,999  2.88  %
  Total 27,497  2.05  % 26,146  2.78  %
 Mortgage-Backed Securities
 Due in 1 year or less 7,159  3.03  % —  0.00  %
 Due in 1 to 5 years 24,260  2.47  % 7,963  1.76  %
 Due in 5 to 10 years 42,412  2.54  % 13,149  2.74  %
 Due after 10 years 202,593  2.13  % 22,302  2.52  %
  Total 276,424  2.24  % 43,414  2.45  %
 State & Political Subdivisions
 Due in 1 year or less —  0.00  % 1,704  5.52  %
 Due in 1 to 5 years —  0.00  % 14,632  5.44  %
 Due in 5 to 10 years 10,710  4.91  % 138,604  4.54  %
 Due after 10 years 25,509  4.04  % 90,212  4.05  %
  Total 36,219  4.30  % 245,152  4.42  %
 Corporate Securities
 Due in 1 year or less —  0.00  % 750  1.75  %
 Due in 1 to 5 years —  0.00  % 10,000  5.43  %
 Due in 5 to 10 years —  0.00  % 6,500  4.92  %
 Due after 10 years —  0.00  % —  0.00  %
  Total —  0.00  % 17,250  5.08  %
$ 340,140  2.45  % $ 331,962  4.07  %

Held To Maturity Sales
During the second quarter of 2020, 28 municipal securities were sold that had been designated as Held to Maturity. Proceeds from these sales totaled $8.6 million against a cumulative book value of $8.3 million resulting in a net realized gain of $268,000. The potential economic impact of COVID-19 is considered to be an isolated and unusual event that could not be reasonably anticipated as outlined in ASC Section 320-10-25. Management conducted a review of its municipal bond portfolio in conjunction with risk mitigation efforts related to the onset of the COVID-19 virus; the intent of the review was to identify investment exposures with lower relative credit ratings, locales with perceived above average economic risk, municipal entities with reliance upon sales tax or income tax revenue, or any combination of these factors. Each of the sold positions met one or more of the criteria.
Impaired Securities
The securities portfolio contains certain securities where the amortized cost of which exceeds fair value, which at September 30, 2020 amounted to $1.4 million, or 0.21% of the amortized cost of the total securities portfolio. At December 31, 2019, this amount was $1.1 million, or 0.18% of the amortized cost of total securities portfolio. As a part of the Company's ongoing security monitoring process, the Company identifies securities in an unrealized loss position that could potentially be other-than-temporarily impaired. If a decline in the fair value of a debt security is judged to be other-than-temporary, the decline related to credit loss is recorded in net realized securities losses while the decline attributable to other factors is recorded in other comprehensive income or loss.
The Company's evaluation of securities for impairment is a quantitative and qualitative process intended to determine whether declines in the fair value of investment securities should be recognized in current period earnings. The primary factors
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considered in evaluating whether a decline in the fair value of securities is other-than-temporary include: (a) the length of time and extent to which the fair value has been less than cost or amortized cost and the expected recovery period of the security, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, (d) the volatility of the securities market price, (e) the intent and ability of the Company to retain the investment for a period of time sufficient to allow for recovery, which may be at maturity, and (f) any other information and observable data considered relevant in determining whether other-than-temporary impairment has occurred.
The Company's best estimate of cash flows uses severe economic recession assumptions due to market uncertainty. The Company's assumptions include but are not limited to delinquencies, foreclosure levels and constant default rates on the underlying collateral, loss severity ratios, and constant prepayment rates. If the Company does not expect to receive 100% of future contractual principal and interest, an other-than-temporary impairment charge is recognized. Estimating future cash flows is a quantitative and qualitative process that incorporates information received from third party sources along with certain internal assumptions and judgments regarding the future performance of the underlying collateral.
As of September 30, 2020, the Company had temporarily impaired securities with a fair value of $120.1 million and unrealized losses of $1.4 million, as identified in the table below. Securities in a continuous unrealized loss position more than twelve months amounted to $4.2 million as of September 30, 2020, compared with $19.0 million at December 31, 2019. The Company has concluded that these securities were not other-than-temporarily impaired. This conclusion was based on the issuer's continued satisfaction of the securities obligations in accordance with their contractual terms and the expectation that the issuer will continue to do so, Management's intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value which may be at maturity, the expectation that the Company will receive 100% of future contractual cash flows, as well as the evaluation of the fundamentals of the issuer's financial condition and other objective evidence. The following table summarizes temporarily impaired securities and their approximate fair values at September 30, 2020:
Less than 12 months 12 months or more Total
Dollars in thousands
Fair Value (Estimated) Unrealized
Losses
Fair Value (Estimated Unrealized
Losses
Fair Value (Estimated Unrealized
Losses
U.S. Government-sponsored agencies $ 16,817  $ (228) $ —  $ —  $ 16,817  $ (228)
Mortgage-backed securities 79,816  (654) 4,216  (114) 84,032  (768)
State and political subdivisions 19,201  (361) —  —  19,201  (361)
$ 115,834  $ (1,243) $ 4,216  $ (114) $ 120,050  $ (1,357)

For securities with unrealized losses, the following information was considered in determining that the securities were not other-than-temporarily impaired:
Securities issued by U.S. Government-sponsored agencies and enterprises. As of September 30, 2020, there were $228,000 unrealized losses on these securities compared to $128,000 unrealized losses as of December 31, 2019. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by U.S. Government-sponsored agencies and enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets and does not consider these securities to be other-than-temporarily impaired at September 30, 2020.
Mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises. As of September 30, 2020, there were $768,000 of unrealized losses on these securities compared with $849,000 at December 31, 2019. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by U.S. Government agencies bear no credit risk because they are backed by the full faith and credit of the United States and that securities issued by U.S. Government-sponsored enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets. Management believes that the unrealized losses at September 30, 2020 were attributable to changes in current market yields and spreads since the date the underlying securities were purchased, and does not consider these securities to be other-than-temporarily impaired at September 30, 2020. The Company also has the ability and intent to hold these securities until a recovery of their amortized cost, which may be at maturity.
Obligations of state and political subdivisions. As of September 30, 2020, there were $361,000 of unrealized losses on these securities compared to $109,000 at December 31, 2019. Municipal securities are supported by the general taxing authority of the municipality and, in the cases of school districts, are generally supported by state aid. At September 30, 2020, all municipal bond issuers were current on contractually obligated interest and principal payments. The Company attributes the unrealized
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losses at September 30, 2020 to changes in prevailing market yields and pricing spreads since the date the underlying securities were purchased, combined with current market liquidity conditions and the disruption in the financial markets in general. Accordingly, the Company does not consider these municipal securities to be other-than-temporarily impaired at September 30, 2020.
Corporate securities. As of September 30, 2020 and December 31, 2019, there were no unrealized losses on these securities. Corporate securities are dependent on the operating performance of the issuers. At September 30, 2020, all corporate bond issuers were current on contractually obligated interest and principal payments.

Federal Home Loan Bank Stock
The Bank is a member of the Federal Home Loan Bank ("FHLB") of Boston, a cooperatively owned wholesale bank for housing and finance in the six New England States. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, calculated periodically based primarily on its level of borrowings from the FHLB. The Bank uses the FHLB for much of its wholesale funding needs. As of September 30, 2020, the Bank's investment in FHLB stock totaled $9.5 million. This compares to $7.9 million as of December 31, 2019 and September 30, 2019. FHLB stock is a non-marketable equity security and therefore is reported at cost, subject to adjustments for any observable market transactions on the same or similar instruments of the investee. No impairment losses have been recorded through September 30, 2020. The Company will continue to monitor its investment in FHLB stock.
Loans Held for Sale
Loans held for sale are carried at the lower of cost or market value. As of September 30, 2020, the Bank had $6.4 million in loans held for sale. This compares to $154,000 loans held for sale at December 31, 2019 and $852,000 loans held for sale at September 30, 2019. The Bank participates in FHLB's Mortgage Partnership Finance Program ("MPF"), selling loans with recourse. The volume of loans sold to date through the MPF program is de minimis; therefore, there was minimum impact on the reserve.
Loans
The loan portfolio increased during the first nine months of 2020, with total loans at $1.44 billion at September 30, 2020, up $139.6 million or 10.8% from total loans of $1.30 billion at December 31, 2019. Commercial loans increased $138.8 million or 22.0% between December 31, 2019 and September 30, 2020, municipal loans increased $2.8 million or 6.8%, residential term loans increased $5.2 million and home equity lines of credit decreased $9.4 million. Loans made under the U.S. Small Business Administration's Payroll Protection Program (PPP) added $96.0 million to commercial loans in the second quarter of 2020, and $1.3 million in the third quarter.
Commercial loans are comprised of three major classes: commercial real estate loans, commercial construction loans and other commercial loans.
Commercial real estate loans consist of mortgage loans to finance investments in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and other specific or mixed use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based on appraisals and evaluations in accordance with established policy and regulatory guidelines. Commercial real estate loans typically have a loan-to-value ratio of up to 80% based upon current valuation information at the time the loan is made. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.
Commercial construction loans consist of loans to finance construction in a mix of owner- and non-owner occupied commercial real estate properties. Commercial construction loans typically have a construction phase of less than two years, followed by a repayment phase. Payment structures during the construction period are typically on an interest only basis, although principal payments may be established depending on the type of construction project being financed. During the construction phase, commercial construction loans are primarily paid by cash flow generated from the construction project or other operating cash flows from the borrower or guarantors, if applicable. At the end of the construction period, loan repayment typically comes from a third party source in the event that the Company will not be providing permanent term financing. Collateral valuation and loan-to-value guidelines follow those for commercial real estate loans.
Other commercial loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate, if applicable. Commercial loans are primarily paid by the operating cash flow of the borrower. Commercial loans may be secured or unsecured.
Municipal loans are comprised of loans to municipalities in Maine for capitalized expenditures, construction projects or tax-anticipation notes. All municipal loans are considered general obligations of the municipality and are collateralized by the taxing ability of the municipality for repayment of debt.
Residential loans are comprised of two classes: term loans and construction loans.
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Residential term loans consist of residential real estate loans held in the Company's loan portfolio made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and loan-to-value ratios within established policy and regulatory guidelines. Collateral values are determined based on appraisals and evaluations in accordance with established policy and regulatory guidelines. Residential loans typically have a loan-to-value ratio of up to 80% based on appraisal information at the time the loan is made. Collateral consists of mortgage liens on one- to four-family residential properties. Loans are offered with fixed or adjustable rates with amortization terms of up to thirty years.
Residential construction loans typically consist of loans for the purpose of constructing single family residences to be owned and occupied by the borrower. Borrower qualifications include favorable credit history combined with supportive income requirements and loan-to-value ratios within established policy and regulatory guidelines. Residential construction loans normally have construction terms of one year or less and payment during the construction term is typically on an interest only basis from sources including interest reserves, borrower liquidity and/or income. Residential construction loans will typically convert to permanent financing from the Company or have another financing commitment in place from an acceptable mortgage lender. Collateral valuation and loan-to-value guidelines are consistent with those for residential term loans.
Home equity lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. The home equity line of credit typically has a variable interest rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Loan maturities are normally 300 months. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios usually not exceeding 80% inclusive of priority liens. Collateral valuation guidelines follow those for residential real estate loans.
Consumer loan products including personal lines of credit and amortizing loans made to qualified individuals for various purposes such as auto, recreational vehicles, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines. Consumer loans may be secured or unsecured.
Construction loans, both commercial and residential, at 33.4% of capital are well under the regulatory guidance of 100.0% of capital at September 30, 2020. Construction loans and non-owner-occupied commercial real estate loans are at 129.4% of total capital, well under the regulatory guidance of 300.0% of capital at September 30, 2020.
The following table summarizes the loan portfolio, by class, at September 30, 2020 and 2019 and December 31, 2019.
Dollars in thousands
September 30, 2020 December 31, 2019 September 30, 2019
Commercial
   Real estate $ 407,128  28.3  % $ 372,810  28.7  % $ 368,165  29.1  %
   Construction 52,038  3.6  % 38,084  3.0  % 37,242  2.9  %
   Other 309,297  21.5  % 218,773  16.9  % 201,859  16.0  %
Municipal 44,110  3.1  % 41,288  3.2  % 36,522  2.9  %
Residential
   Term 497,667  34.6  % 492,455  37.9  % 485,490  38.4  %
   Construction 16,101  1.2  % 14,813  1.2  % 14,118  1.1  %
Home equity line of credit 82,982  5.8  % 92,349  7.1  % 94,144  7.5  %
Consumer 27,323  1.9  % 26,503  2.0  % 25,919  2.1  %
Total loans $ 1,436,646  100.0  % $ 1,297,075  100.0  % $ 1,263,459  100.0  %










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The following table sets forth certain information regarding the contractual maturities of the Bank's loan portfolio as of September 30, 2020.
Dollars in thousands
< 1 Year 1 - 5 Years 5 - 10 Years > 10 Years Total
Commercial
   Real estate $ 909  $ 22,798  $ 41,625  $ 341,796  $ 407,128 
   Construction 423  7,396  2,632  41,587  52,038 
   Other 1,095  169,112  74,046  65,044  309,297 
Municipal —  22,922  11,158  10,030  44,110 
Residential
   Term 100  9,380  45,879  442,308  497,667 
   Construction —  319  —  15,782  16,101 
Home equity line of credit —  631  506  81,845  82,982 
Consumer 7,443  6,655  7,227  5,998  27,323 
Total loans $ 9,970  $ 239,213  $ 183,073  $ 1,004,390  $ 1,436,646 
The following table provides a listing of loans by class, between variable and fixed rates as of September 30, 2020.
Fixed-Rate Adjustable-Rate Total
Dollars in thousands
Amount % of total Amount % of total Amount % of total
Commercial
   Real estate $ 284,566  19.8  % $ 122,562  8.5  % $ 407,128  28.3  %
   Construction 48,235  3.3  % 3,803  0.3  % 52,038  3.6  %
   Other 260,539  18.1  % 48,758  3.4  % 309,297  21.5  %
Municipal 43,224  3.0  % 886  0.1  % 44,110  3.1  %
Residential
   Term 421,326  29.3  % 76,341  5.3  % 497,667  34.6  %
   Construction 16,101  1.1  % —  0.1  % 16,101  1.2  %
Home equity line of credit 1,904  0.1  % 81,078  5.7  % 82,982  5.8  %
Consumer 20,375  1.4  % 6,948  0.5  % 27,323  1.9  %
Total loans $ 1,096,270  76.1  % $ 340,376  23.9  % $ 1,436,646  100.0  %

Loan Concentrations
As of September 30, 2020, the Bank did not have any concentration of loans in one particular industry that exceeded 10% of its total loan portfolio.

Credit Risk Management and Allowance for Loan Losses
Credit risk is the risk of loss arising from the inability of a borrower to meet its obligations. We manage credit risk by evaluating the risk profile of the borrower, repayment sources, the nature of the underlying collateral, and other support given current events, conditions, and expectations. We attempt to manage the risk characteristics of our loan portfolio through various control processes, such as credit evaluation of borrowers, establishment of lending limits, and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances. However, we seek to rely primarily on the cash flow of our borrowers as the principal source of repayment. Although credit policies and evaluation processes are designed to minimize our risk, Management recognizes that loan losses will occur and the amount of these losses will fluctuate depending on the risk characteristics of our loan portfolio, as well as general and regional economic conditions.
We provide for loan losses through the establishment of an allowance for loan losses which represents an estimated reserve for existing losses in the loan portfolio. We deploy a systematic methodology for determining our allowance that includes a quarterly review process, risk rating, and adjustment to our allowance. We classify our portfolios as either commercial or residential and consumer and monitor credit risk separately as discussed below. We evaluate the appropriateness of our allowance continually based on a review of all significant loans, with a particular emphasis on nonaccruing, past due, and other loans that we believe require special attention.
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The allowance consists of four elements: (1) specific reserves for loans evaluated individually for impairment; (2) general reserves for types or portfolios of loans based on historical loan loss experience; (3) qualitative reserves judgmentally adjusted for local and national economic conditions, concentrations, portfolio composition, volume and severity of delinquencies and nonaccrual loans, trends of criticized and classified loans, changes in credit policies, and underwriting standards, credit administration practices, and other factors as applicable; and (4) unallocated reserves. All outstanding loans are considered in evaluating the appropriateness of the allowance.
Appropriateness of the allowance for loan losses is determined using a consistent, systematic methodology, which analyzes the risk inherent in the loan portfolio. In addition to evaluating the collectibility of specific loans when determining the appropriateness of the allowance for loan losses, Management also takes into consideration other factors such as changes in the mix and size of the loan portfolio, historic loss experience, the amount of delinquencies and loans adversely classified, economic trends, changes in credit policies, and experience, ability and depth of lending management. The appropriateness of the allowance for loan losses is assessed by an allocation process whereby specific reserve allocations are made against certain adversely classified loans, and general reserve allocations are made against segments of the loan portfolio which have similar attributes. The Company's historical loss experience, industry trends, and the impact of the local and regional economy on the Company's borrowers, are considered by Management in determining the appropriateness of the allowance for loan losses.
The allowance for loan losses is increased by provisions charged against current earnings. Loan losses are charged against the allowance when Management believes that the collectibility of the loan principal is unlikely. Recoveries on loans previously charged off are credited to the allowance. While Management uses available information to assess possible losses on loans, future additions to the allowance may be necessary based on increases in non-performing loans, changes in economic conditions, growth in loan portfolios, or for other reasons. Any future additions to the allowance would be recognized in the period in which they were determined to be necessary. In addition, various regulatory agencies periodically review the Company's allowance for loan losses as an integral part of their examination process. Such agencies may require the Company to record additions to the allowance based on judgments different from those of Management.

Commercial
Our commercial portfolio includes all secured and unsecured loans to borrowers for commercial purposes, including commercial lines of credit and commercial real estate. Our process for evaluating commercial loans includes performing updates on loans that we have rated for credit risk. Our non-performing commercial loans are generally reviewed individually to determine impairment, accrual status, and the need for specific reserves. Our methodology incorporates a variety of risk considerations, both qualitative and quantitative. Quantitative factors include our historical loss experience by loan type, collateral values, financial condition of borrowers, and other factors. Qualitative factors applied to the portfolio or segments of the portfolio may include judgments concerning general economic conditions that may affect credit quality, credit concentrations, the pace of portfolio growth, the direction of risk rating movements, policy exception levels, and delinquency levels; these qualitative factors are also considered in connection with the unallocated portion of our allowance for loan losses.
The process of establishing the allowance with respect to the commercial loan portfolio begins when a Loan Officer or Senior Officer (or designate) initially assigns each loan a risk rating, using established credit criteria. Approximately 60% of a trailing four quarter average gross commercial portfolio is subject to review and validation annually by an independent consulting firm. Additionally, commercial loan relationships with exposure greater than or equal to $500,000 are subject to review annually by the Company's internal credit review function. Our methodology employs Management's judgment as to the level of losses on existing loans based on our internal review of the loan portfolio, including an analysis of the borrowers' current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and or lines of business. In determining our ability to collect certain loans, we also consider the fair value of any underlying collateral. We also evaluate credit risk concentrations, including trends in large dollar exposures to related borrowers, industry and geographic concentrations, and economic and environmental factors.

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

Unallocated
The unallocated portion of the allowance is intended to provide for losses that are not identified when establishing the specific and general portions of the allowance and is based upon Management's evaluation of various conditions that are not directly
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measured in the determination of the portfolio and loan specific allowances. Such conditions may include general economic and business conditions affecting our lending area, credit quality trends (including trends in delinquencies and nonperforming loans expected to result from existing conditions), loan volumes and concentrations, duration of the current business cycle, bank regulatory examination results, findings of external loan review examiners, and Management's judgment with respect to various other conditions including loan administration and management and the quality of risk identification systems. Management reviews these conditions quarterly. We have risk management practices designed to ensure timely identification of changes in loan risk profiles; however, undetected losses may exist inherently within the loan portfolio. In response to the consequences of COVID-19, we have increased the rigor and frequency of our loan portfolio monitoring and borrower contact, particularly within those industry groups thought to be most vulnerable, including the lodging, restaurant and hospitality sectors; as additional information becomes available, an increase to our Allowance for Loan Losses is likely. The judgmental aspects involved in applying the risk grading criteria, analyzing the quality of individual loans, and assessing collateral values can also contribute to undetected, but probable, losses. Consequently, there maybe underlying credit risks that have not yet surfaced in the loan- specific or qualitative metrics the Company uses to estimate its allowance for loan losses.

The allowance for loan losses includes reserve amounts assigned to individual loans on the basis of loan impairment. Certain loans are evaluated individually and are judged to be impaired when Management believes it is probable that the Company will not collect all of the contractual interest and principal payments as scheduled in the loan agreement. Under this method, loans are selected for evaluation based on non-accrual and/or troubled debt restructure status. A specific reserve is allocated to an individual loan when that loan has been deemed impaired and when the amount of a probable loss is estimable on the basis of its collateral value, the present value of anticipated future cash flows, or its net realizable value. At September 30, 2020, impaired loans with specific reserves totaled $5.2 million and the amount of such reserves was $890,000. This compares to impaired loans with specific reserves of $11.1 million at December 31, 2019 and the amount of such reserves was $2.2 million. Several impaired loans at December 31, 2019 were paid off or otherwise resolved in the nine months ended September 30, 2020, accounting for the $5.9 million decrease in impaired loans and the $1.3 million reduction in specific reserves.
All of these analyses are reviewed and discussed by the Directors' Loan Committee, and recommendations from these processes provide Management and the Board of Directors with independent information on loan portfolio condition. Our total allowance at September 30, 2020 is considered by Management to be appropriate to address the credit losses inherent in the loan portfolio at that date. However, our determination of the appropriate allowance level is based upon a number of assumptions we make about future events, which we believe are reasonable, but which may or may not prove valid. Thus, there can be no assurance that our charge-offs in future periods will not exceed our allowance for loan losses or that we will not need to make additional increases in our allowance for loan losses.
The following table summarizes our allocation of allowance by loan class as of September 30, 2020 and 2019 and December 31, 2019. The percentages are the portion of each loan class to total loans.
Dollars in thousands
September 30, 2020 December 31, 2019 September 30, 2019
Commercial
   Real estate $ 4,761  28.3  % $ 3,742  28.7  % $ 3,795  29.1  %
   Construction 607  3.6  % 365  3.0  % 353  2.9  %
   Other 3,642  21.5  % 3,329  16.9  % 3,220  16.0  %
Municipal 139  3.1  % 27  3.2  % 26  2.9  %
Residential
   Term 2,516  34.6  % 1,024  37.9  % 1,137  38.4  %
   Construction 81  1.2  % 25  1.2  % 23  1.1  %
Home equity line of credit 1,457  5.8  % 1,078  7.1  % 824  7.5  %
Consumer 592  1.9  % 867  2.0  % 680  2.1  %
Unallocated 1,576  —  % 1,182  —  % 1,707  —  %
Total $ 15,371  100.0  % $ 11,639  100.0  % $ 11,765  100.0  %

The allowance for loan losses totaled $15.4 million at September 30, 2020, compared to $11.6 million as of December 31, 2019 and $11.8 million as of September 30, 2019. Management's ongoing application of methodologies to establish the allowance include an evaluation of impaired loans for specific reserves. These specific reserves decreased $1.3 million in the first nine months of 2020 from $2.2 million at December 31, 2019 to $890,000 at September 30, 2020. The specific loans that make up those categories change from period to period. Impairment on those loans, which would be reflected in the allowance for loan losses, might or might not exist, depending on the specific circumstances of each loan. The portion of the reserve based
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upon homogeneous pools of loans decreased by $157,000 in the first nine months of 2020. The portion of the reserve based on qualitative factors increased $4.8 million in the first nine months of 2020 due to a mix of factors. These included initial impacts of the COVID-19 pandemic on various macroeconomic measures used in the qualitative model, as well as top down and unit level analysis of the loan portfolio for factors such as COVID-19 related modifications and industry segments particularly vulnerable to social distancing. Unallocated reserves of $1.2 million, or 10.2% of the total reserve at December 31, 2019, increased to $1.6 million, or 10.3% as of September 30, 2020. After consideration of the shifts in specific, pooled and qualitative reserves, Management determined that the unallocated portion of the reserve at September 30, 2020 adequately addresses general imprecision related to loan portfolio growth, along with other underlying credit risks not yet captured in loan specific or qualitative metrics the Company uses to estimate its allowance.

A breakdown of the allowance for loan losses as of September 30, 2020, by loan class and allowance element, is presented in the following table:
 Dollars in thousands
Specific Reserves on Loans Evaluated Individually for Impairment General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Unallocated
Reserves
Total Reserves
Commercial
   Real estate $ 135  $ 686  $ 3,940  $ —  $ 4,761 
   Construction 19  87  501  —  607 
   Other 128  521  2,993  —  3,642 
Municipal —  —  139  —  139 
Residential
   Term 204  275  2,037  —  2,516 
   Construction —  10  71  —  81 
Home equity line of credit 403  79  975  —  1,457 
Consumer 168  423  —  592 
Unallocated —  —  —  1,576  1,576 
$ 890  $ 1,826  $ 11,079  $ 1,576  $ 15,371 

Based upon Management's evaluation, provisions are made to maintain the allowance as a best estimate of inherent losses within the portfolio. The provision for loan losses to maintain the allowance was $4.6 million for the first nine months of 2020 and $875,000 the first nine months of 2019. Net charge-offs were $818,000 in the first nine months of 2020, up from $342,000 in the first nine months of 2019. Our allowance as a percentage of outstanding loans was 1.07% as of September 30, 2020, up from 0.90% as of December 31, 2019, and 0.93% as of September 30, 2019.
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The following table summarizes the activities in our allowance for loan losses for the nine months ended September 30, 2020 and 2019 and for the year ended December 31, 2019:
Dollars in thousands
September 30, 2020 December 31, 2019 September 30, 2019
Balance at the beginning of year $ 11,639  $ 11,232  $ 11,232 
Loans charged off:
Commercial
   Real estate 532  89  53 
   Construction   —  — 
   Other 24  179  123 
Municipal   —  — 
Residential
   Term 46  445  93 
   Construction   —  — 
Home equity line of credit 153  69  38 
Consumer 238  338  235 
Total 993  1,120  542 
Recoveries on loans previously charged off
Commercial
   Real estate   15  15 
   Construction   —  — 
   Other 24  73  70 
Municipal   —  — 
Residential
   Term 31  57  10 
   Construction   —  — 
Home equity line of credit 20 
Consumer 100  128  102 
Total 175  277  200 
Net loans charged off 818  843  342 
Provision for loan losses 4,550  1,250  875 
Balance at end of period $ 15,371  $ 11,639  $ 11,765 
Ratio of net loans charged off to average loans outstanding1
0.08  % 0.07  % 0.04  %
Ratio of allowance for loan losses to total loans outstanding 1.07  % 0.90  % 0.93  %
1 Annualized using a 366-day basis for 2020 and a 365-day basis for 2019.

In Management's opinion, the level of the provision for loan losses is directionally consistent with the overall credit quality of our loan portfolio and corresponding levels of nonperforming loans, as well as with the performance of the national and local economies, including effects of the COVID-19 pandemic.

COVID-19 Impact on Loan Portfolio
The Company is actively working with borrowers impacted by the COVID-19 outbreak. As of September 30, 2020, a total of 966 loan modification requests for interest-only payments or deferred payments have been completed in conformance with the Interagency Statement on Loan Modifications and Reporting issued March 23, 2020 and/or Section 4013 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, representing $279.7 million in loan balances, or approximately 20.8% of the overall loan portfolio. One of these modifications of a de minimis amount has been classified as a Troubled Debt
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Restructure since being modified. So long as modified terms are met, loans in an active modification are not included in past due loan totals and continue to accrue interest.
As of September 30, 2020, loans totaling $81.0 remained in their original modification or had had a subsequent modification, representing 6.0% of the overall portfolio. Refer to Note 4 of the financial statements for further detail.
First National Bank is a designated SBA preferred lender and had processed 1,710 Paycheck Protection Program (PPP) loan requests totaling $97.3 million in funds disbursed to qualified small businesses as of September 30, 2020. The Bank is now actively working with these PPP borrowers to process applications for forgiveness per PPP guidelines.
The impact of the consequences of COVID-19 upon borrowers and ultimately the Company's loan portfolio metrics remains difficult to estimate or ascertain. The State of Maine, where most of the Bank's customers reside and/or operate businesses has gradually re-opened its economy. Impacts upon economic activity has been mixed with some sectors, such as residential real estate and outdoor recreation, performing strongly while others such as hospitality and indoor dining have been negatively impacted. Quarantines for visitors from many states and limits on the size of public gatherings remain in place. As of September 30, 2020, approximately 9% of the Company’s loan portfolio consisted of hospitality or restaurant industry borrowers, considered amongst the most impacted by COVID-19.
The Company regularly monitors activity on open credit lines and has not observed increased utilization related to COVID-19. Commercial credit line balances decreased $19.4 million in the third quarter of 2020 following the payoff of a large participation credit. The average utilization rate in the third quarter was 42.3%, down from an average utilization rate of 51.0% in the second quarter of 2020 and down from an average of 54.2% in the third quarter of 2019. Home equity line of credit balances decreased $4.5 million in the third quarter of 2020 resulting in an average utilization rate for the quarter of 49.4%, down slightly from 51.1% in the second quarter of 2020 and down from 51.9% in the third quarter of 2020.
Nonperforming Loans
Nonperforming loans are comprised of loans, for which based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement or when principal and interest is 90 days or more past due unless the loan is both well secured and in the process of collection (in which case the loan may continue to accrue interest in spite of its past due status). A loan is "well secured" if it is secured (1) by collateral in the form of liens on or pledges of real or personal property, including securities, that have a realizable value sufficient to discharge the debt including accrued interest) in full, or (2) by the guarantee of a financially responsible party. A loan is "in the process of collection" if collection of the loan is proceeding in due course either (1) through legal action, including judgment enforcement procedures, or, (2) in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status in the near future.
Generally, when a loan becomes 90 days past due it is evaluated for collateral dependency based upon the most recent appraisal or other evaluation method. If the collateral value is lower than the outstanding loan balance plus accrued interest and estimated selling costs, the loan is placed on non-accrual status, all accrued interest is reversed from interest income, and a specific reserve is established for the difference between the loan balance and the collateral value less selling costs, or, in certain situations, the difference between the loan balance and the collateral value less selling costs is written off. Concurrently, a new appraisal or valuation may be ordered, depending on collateral type, currency of the most recent valuation, the size of the loan, and other factors appropriate to the loan. Upon receipt and acceptance of the new valuation, the loan may have an additional specific reserve or write down based on the updated collateral value. On an ongoing basis, appraisals or valuations may be done periodically on collateral dependent nonperforming loans and an additional specific reserve or write down will be made, if appropriate, based on the new collateral value.
Once a loan is placed on nonaccrual, it remains in nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrates the ability to pay and remain current. All payments made on nonaccrual loans are applied to the principal balance of the loan.











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Nonperforming loans, expressed as a percentage of total loans, totaled 0.63% at September 30, 2020 compared to 1.28% at December 31, 2019 and 1.33% at September 30, 2019. The following table shows the distribution of nonperforming loans by class as of September 30, 2020 and 2019 and December 31, 2019:
Dollars in thousands
September 30,
2020
December 31,
2019
September 30,
2019
Commercial
   Real estate $ 1,771  $ 1,784  $ 1,807 
   Construction 307  256  256 
   Other 503  6,534  6,871 
Municipal   —  — 
Residential
   Term 4,467  5,899  6,840 
   Construction —  —  — 
Home equity line of credit 2,063  2,171  1,078 
Consumer  
Total nonperforming loans $ 9,111  $ 16,649  $ 16,858 
The amounts shown for total nonperforming loans do not include loans 90 or more days past due and still accruing interest. These are loans for which we expect to collect all amounts due, including past-due interest. As of September 30, 2020, loans 90 or more days past due and still accruing interest totaled $1.5 million, compared to $1.6 million at December 31, 2019 and $18,000 at September 30, 2019.

Troubled Debt Restructured
A troubled debt restructured ("TDR") constitutes a restructuring of debt if the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. To determine whether or not a loan should be classified as a TDR, Management evaluates a loan based upon the following criteria:
The borrower demonstrates financial difficulty; common indicators include past due status with bank obligations, substandard credit bureau reports, or an inability to refinance with another lender, and
The Company has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.
As of September 30, 2020, we had 78 loans with a balance of $13.4 million that have been restructured. This compares to 81 loans with a balance of $21.4 million and 82 loans with a balance of $24.3 million classified as TDRs as of December 31, 2019 and September 30, 2019, respectively.
The following table shows the activity in loans classified as TDRs between December 31, 2019 and September 30, 2020:
Balance in Thousands of Dollars Number of Loans Aggregate Balance
Total at December 31, 2019 81  $ 21,424 
Added in 2020 197 
Loans paid off in 2020 (6) (7,000)
Repayments in 2020 —  (1,231)
Total at September 30, 2020 78  $ 13,390 

As of September 30, 2020, 51 loans with an aggregate balance of $9.5 million were performing under the modified terms, five loans with an aggregate balance of $703,000 were more than 30 days past due and accruing and 22 loans with an aggregate balance of $3.2 million were on nonaccrual. As a percentage of aggregate outstanding balance, 71.2% were performing under the modified terms, 5.3% were more than 30 days past due and accruing and 23.6% were on nonaccrual. The performance status of all TDRs as of September 30, 2020, as well as the associated specific reserve in the allowance for loan losses, is summarized by type of loan in the following table.
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 In thousands of dollars
Performing
As Modified
30+ Days Past Due
and Accruing
On
Nonaccrual
All
TDRs
Commercial
   Real estate $ 2,505  $ 477  $ 1,072  $ 4,054 
   Construction 701  —  —  701 
   Other 305  216  208  729 
Municipal —  —  —  — 
Residential
   Term 5,716  —  1,714  7,430 
   Construction —  —  —  — 
Home equity line of credit 301  —  165  466 
Consumer —  10  —  10 
  $ 9,528  $ 703  $ 3,159  $ 13,390 
Percent of balance 71.2  % 5.3  % 23.6  % 100.0  %
Number of loans 51  22  78 
Associated specific reserve $ 285  $ $ 108  $ 395 

Residential TDRs (including home equity lines of credit) as of September 30, 2020 included 54 loans with an aggregate balance of $7.9 million, and the modifications granted fell into five major categories. Loans totaling $5.3 million had an extension of term, allowing the borrower to repay over an extended number of years and lowering the monthly payment to a level the borrower can afford. Loans totaling $2.9 million had interest capitalized, allowing the borrower to become current after unpaid interest was added to the balance of the loan and re-amortized over the remaining life of the loan. Loans with an aggregate balance of $483,000 were converted from interest-only to regular principal-and-interest payments based on the borrowers' ability to service the higher payment amount. Rate concessions were granted on loans totaling $1.6 million. Loans with an aggregate balance of $854,000 were involved in bankruptcy. Certain residential TDRs had more than one modification.
Consumer TDR's as of September 30, 2020 included one loan with a balance of $10,000 due to an extension of term, allowing the borrower to repay over an extended number of years and lowering the monthly payment to a level the borrower can afford.
Commercial TDRs as of September 30, 2020 were comprised of 23 loans with a balance of $5.5 million. Of this total, six loans with an aggregate balance of $1.3 million had an extended period of interest-only payments, deferring the start of principal repayment. Five loans with an aggregate balance of $1.2 million had an extension of term, allowing the borrower to repay over an extended number of years and lowering the monthly payment to a level the borrower can afford. Six loans with an aggregate balance of $937,000 had a deferral of payment. The remaining six loans with an aggregate balance of $2.0 million had several different modifications.
In each case when a loan was modified, Management determined it was in the Bank's best interest to work with the borrower with modified terms rather than to proceed to foreclosure. Once a loan is classified as a TDR it remains classified as such until the balance is fully repaid, despite whether the loan is performing under the modified terms. As of September 30, 2020, Management is aware of eight loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $911,000. There were also 22 loans with an outstanding balance of $3.2 million that were classified as TDRs and on non-accrual status, of which two loans with an outstanding balance of $430,000 were in the process of foreclosure.

Impaired Loans
Impaired loans include restructured loans and loans placed on non-accrual status. These loans are measured at the present value of expected future cash flows discounted at the loan's effective interest rate or at the fair value of the collateral less estimated selling costs if the loan is collateral dependent. If the measure of an impaired loan is lower than the recorded investment in the loan, a specific reserve is established for the difference. Impaired loans totaled $19.3 million at September 30, 2020, and have decreased $9.9 million from December 31, 2019. There were 145 impaired loans at September 30, 2020 down from 150 loans at December 31, 2019. Impaired commercial loans decreased $7.6 million between December 31, 2019 and September 30, 2020. The specific allowance for impaired commercial loans decreased from $1.5 million at December 31, 2019 to $282,000 as of September 30, 2020, which represented the fair value deficiencies for loans where the fair value of the collateral or net present value of expected cash flows was estimated at less than our carrying amount of the loan. From December 31, 2019 to September 30, 2020, impaired residential loans decreased $2.3 million and impaired home equity lines of credit decreased $124,000.

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The following table sets forth impaired loans as of September 30, 2020 and 2019 and December 31, 2019:
Dollars in thousands
September 30,
2020
December 31,
2019
September 30,
2019
Commercial
   Real estate $ 4,753  $ 6,309  $ 9,049 
   Construction 1,009  958  978 
   Other 1,023  7,075  7,332 
Municipal   —  — 
Residential
   Term 10,182  12,439  13,446 
   Construction   —  — 
Home equity line of credit 2,364  2,488  1,398 
Consumer 10 
Total $ 19,341  $ 29,274  $ 32,209 

Past Due Loans
The Bank's overall loan delinquency ratio was 0.89% at September 30, 2020 compared to 1.16% at December 31, 2019 and 0.78% at September 30, 2019. Loans 90 days delinquent and accruing decreased from $1.6 million at December 31, 2019 to $1.5 million as of September 30, 2020. The following table sets forth loan delinquencies as of September 30, 2020 and 2019 and December 31, 2019:
Dollars in thousands
September 30,
2020
December 31,
2019
September 30,
2019
Commercial
   Real estate $ 2,909  $ 1,774  $ 1,199 
   Construction 80  271  293 
   Other 2,676  5,028  663 
Municipal   —  — 
Residential
   Term 4,509  4,640  5,223 
   Construction   —  — 
Home equity line of credit 2,325  2,957  1,867 
Consumer 277  347  569 
Total $ 12,776  $ 15,017  $ 9,814 
Loans 30-89 days past due to total loans 0.51  % 0.63  % 0.33  %
Loans 90+ days past due and accruing to total loans 0.10  % 0.12  % 0.00  %
Loans 90+ days past due on non-accrual to total loans 0.27  % 0.40  % 0.45  %
Total past due loans to total loans 0.89  % 1.16  % 0.78  %

Potential Problem Loans and Loans in Process of Foreclosure
Potential problem loans consist of classified, accruing commercial and commercial real estate loans that were between 30 and 89 days past due. Such loans are characterized by weaknesses in the financial condition of borrowers or collateral deficiencies. Based on historical experience, the credit quality of some of these loans may improve due to improvements in the economy as well as changes in collateral values or the financial condition of the borrowers, while the credit quality of other loans may deteriorate, resulting in some amount of loss. At September 30, 2020, there were nine potential problem loans with a balance of $1.4 million or 0.09% of total loans. This compares to nine loans with a balance of $1.3 million or 0.10% of total loans at December 31, 2019.
As of September 30, 2020, there were 19 loans in the process of foreclosure with a total balance of $2.6 million. The Bank's residential foreclosure process begins when a loan becomes 75 days past due at which time a Demand/Breach Letter is sent to the borrower. If the loan becomes 120 days past due, copies of the promissory note and mortgage deed are forwarded to
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the Bank's attorney for review and a complaint for foreclosure is then prepared. An authorized Bank officer signs the affidavit certifying the validity of the documents and verification of the past due amount which is then forwarded to the court. Once a Motion for Summary Judgment is granted, a Period of Redemption (POR) begins which gives the customer 90 days to cure the default. A foreclosure auction date is then set 30 days from the POR expiration date if the default is not cured.
The Bank's commercial foreclosure process begins when a loan becomes 60 days past due, at which time a default letter is issued. At expiration of the period to cure default, which lasts 12 days after the issuing of the default letter, copies of the promissory note and mortgage deed are forwarded to the Bank's attorney for review. A Notice of Statutory Power of Sale is then prepared. This notice must be published for three consecutive weeks in a newspaper located in the county in which the property is located. A notice also must be issued to the mortgagor and all parties of interest 21 days prior to the sale. The foreclosure auction occurs and the Affidavit of Sale is recorded within the appropriate county within 30 days of the sale.
The Bank’s written policies and procedures for foreclosures, along with implementation of same, are subject to annual review by its internal audit provider.  The scope of this review includes loans held in portfolio and loans serviced for others.  There were no issues requiring management attention in the most recent review.  Servicing for others includes loans sold to Freddie Mac, Fannie Mae, and the Federal Home Loan Bank of Boston through its Mortgage Partnership Finance (MPF) program.  The Bank follows the published guidelines of each investor.  Loans serviced for Freddie Mac and Fannie Mae have been sold without recourse, and the Bank has no liability for these loans in the event of foreclosure.  A de minimis volume of loans has been sold to and serviced for MPF to date.  The Bank retains a second loss layer credit enhancement obligation; no losses have been recorded on this credit enhancement obligation since the Bank started selling loans to MPF in 2013.

Other Real Estate Owned
Other real estate owned and repossessed assets ("OREO") are comprised of properties or other assets acquired through a foreclosure proceeding, or acceptance of a deed or title in lieu of foreclosure. Real estate acquired through foreclosure is carried at the lower of fair value less estimated cost to sell or the cost of the asset and is not included as part of the allowance for loan loss totals. At September 30, 2020, there were five properties owned with an OREO balance of $777,000, net of an allowance for losses of $45,000, compared to December 31, 2019 and September 30, 2019 when there were two properties owned with an OREO balance of $279,000, with no allowance for loan losses.
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The following table presents the composition of other real estate owned:
Dollars in thousands
September 30,
2020
December 31,
2019
September 30,
2019
Carrying Value
Commercial
   Real estate $ 222  $ —  $ — 
   Construction   —  — 
   Other   —  — 
Municipal   —  — 
Residential
   Term 600  279  279 
   Construction   —  — 
Home equity line of credit   —  — 
Consumer   —  — 
Total $ 822  $ 279  $ 279 
Related Allowance
Commercial
   Real estate $ 45  $ —  $ — 
   Construction   —  — 
   Other   —  — 
Municipal   —  — 
Residential
   Term   —  — 
   Construction   —  — 
Home equity line of credit   —  — 
Consumer   —  — 
Total $ 45  $ —  $ — 
Net Value
Commercial
   Real estate $ 177  $ —  $ — 
   Construction   —  — 
   Other   —  — 
Municipal   —  — 
Residential
   Term 600  279  279 
   Construction   —  — 
Home equity line of credit   —  — 
Consumer   —  — 
Total $ 777  $ 279  $ 279 

Liquidity Management
As of September 30, 2020, the Bank had primary sources of liquidity of $938.7 million. It is Management's opinion this is sufficient to meet liquidity needs under a broad range of scenarios. The Bank has an additional $390.0 million in contingent sources of liquidity, including the Federal Reserve Borrower in Custody program, municipal and corporate securities, and correspondent bank lines of credit. The Asset/Liability Committee ("ALCO") establishes guidelines for liquidity in its Asset/Liability policy and monitors internal liquidity measures to manage liquidity exposure. Based on its assessment of the liquidity considerations described above, Management believes the Company's sources of funding will meet anticipated funding needs.
Liquidity is the ability of a financial institution to meet maturing liability obligations and customer loan demand.  The Bank's primary source of liquidity is deposits, which funded 77.3% of total average assets in the first nine months of 2020. While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by
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competitive interest rates and terms in the marketplace. Other sources of funding include discretionary use of purchased liabilities (e.g., FHLB term advances and other borrowings), cash flows from the securities portfolios and loan repayments. Securities designated as available for sale may also be sold in response to short-term or long-term liquidity needs although Management has no intention to do so at this time.
The Bank has a detailed liquidity funding policy and a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. Management has developed quantitative models to estimate needs for contingent funding that could result from unexpected outflows of funds in excess of "business as usual" cash flows. In Management's estimation, risks are concentrated in two major categories: runoff of in-market deposit balances and the inability to renew wholesale sources of funding. Of the two categories, potential runoff of deposit balances would have the most significant impact on contingent liquidity. Our modeling attempts to quantify deposits at risk over selected time horizons. In addition to these unexpected outflow risks, several other "business as usual" factors enter into the calculation of the adequacy of contingent liquidity including payment proceeds from loans and investment securities, maturing debt obligations and maturing time deposits. The Bank has established collateralized borrowing capacity with the Federal Reserve Bank of Boston and also maintains additional collateralized borrowing capacity with the FHLB in excess of levels used in the ordinary course of business as well as Fed Funds lines with two correspondent banks and availability through the Federal Reserve Bank Borrower in Custody program. In the second quarter of 2020, the Bank enrolled in the Paycheck Protection Program Liquidity Facility (PPPLF) offered by the Federal Reserve Bank of Boston. PPPLF offers the ability to obtain advances dollar for dollar against the value of pledged PPP loans. The facility will be available to draw upon until December 31, 2020; no PPPLF advances have been taken to date.
Deposits
During the first nine months of 2020, total deposits increased by $112.6 million or 6.8% from December 31, 2019 levels. Low-cost deposits (demand, NOW, and savings accounts) increased by $216.7 million or 27.1% in the first nine months of 2020, money market deposits decreased $4.1 million or 2.5%, and certificates of deposit decreased $100.0 million or 14.5%. Between September 30, 2019 and September 30, 2020, total deposits increased by $139.8 million or 8.6%. Low-cost deposits increased by $203.4 million or 25.0%, money market accounts increased $8.3 million or 5.6%, and certificates of deposit decreased $71.8 million or 10.9%. The increase in low-cost deposits and further utilization of borrowed funds allowed for a decrease in higher cost Certificates of Deposit.
Borrowed Funds
The Company uses funding from the Federal Home Loan Bank of Boston (FHLB), the Federal Reserve Bank of Boston (FRB) and repurchase agreements enabling it to grow its balance sheet and its revenues. This funding may also be used to balance seasonal deposit flows or to carry out interest rate risk management strategies, and may be used to replace or supplement other sources of funding, including core deposits and certificates of deposit. During the nine months ended September 30, 2020, borrowed funds increased $98.8 million or 53.4% from December 31, 2019. Between September 30, 2019 and September 30, 2020, borrowed funds increased by $102.4 million or 56.4%. Factors in the year-to-date and year-to-year increases include a $50 million short term advance from the FRB Discount Window in the first quarter of 2020, subsequently renewed, and an increase of $28.2 million in repurchase agreement balances over the second and third quarters of 2020.
Shareholders' Equity
Shareholders' equity as of September 30, 2020 was $219.4 million, compared to $212.5 million as of December 31, 2019 and $208.5 million as of September 30, 2019. The Company's earnings in the first nine months of 2020, net of dividends declared, added to shareholders' equity. The net unrealized gain on available-for-sale securities, presented in accordance with FASB ASC Topic 320 "Investments – Debt and Equity Securities" now stands at $5.5 million as of September 30, 2020 compared to $3.7 million as of December 31, 2019. The net unrealized loss on cash flow hedging derivative instruments now stands at $5.8 million, compared to the $97,000 gain as of December 31, 2019.
A cash dividend of $0.31 per share was declared in the third quarter of 2020. The dividend payout ratio, which is calculated by dividing dividends declared per share by diluted earnings per share, was 49.46% for the first nine months of 2020 compared to 51.15% for the same period in 2019. In determining future dividend payout levels, the Board of Directors carefully analyzes capital requirements and earnings retention, as set forth in the Company's Dividend Policy. The ability of the Company to pay cash dividends to its shareholders depends on receipt of dividends from its subsidiary, the Bank. The subsidiary may pay dividends to its parent out of so much of its net profits as the Bank's directors deem appropriate, subject to the limitation that the total of all dividends declared by the Bank in any calendar year may not exceed the total of its net profits of that year combined with its retained net profits of the preceding two years. The amount available for dividends in 2020 is this year's net income plus $26.1 million.
Financial institution regulators have established guidelines for minimum capital ratios for banks and bank holding companies. The net unrealized gain or loss on available-for-sale securities is generally not included in computing regulatory capital. During the first quarter of 2015, the Company adopted the new Basel III regulatory capital framework as approved by the federal banking agencies. The adoption of this new framework modified the calculation of the various capital ratios, added a
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new ratio, common equity tier 1, and revised the adequately and well capitalized thresholds. Additionally, under the new rule, in order to avoid limitations on capital distributions, including dividend payments, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% in 2019. The amounts shown below as the adequately capitalized ratio plus capital conservation buffer include the fully phased-in 2.50% buffer.
The Company met each of the well-capitalized ratio guidelines at September 30, 2020. The following tables indicate the capital ratios for the Bank and the Company at September 30, 2020 and December 31, 2019.
As of September 30, 2020 Leverage Tier 1 Common Equity Tier 1 Total Risk-Based
Bank 8.38  % 14.17  % 14.17  % 15.33  %
Company 8.42  % 14.28  % 14.28  % 15.44  %
Adequately capitalized ratio 4.00  % 6.00  % 4.50  % 8.00  %
Adequately capitalized ratio plus capital conservation buffer 4.00  % 8.50  % 7.00  % 10.50  %
Well capitalized ratio (Bank only) 5.00  % 8.00  % 6.50  % 10.00  %
As of December 31, 2019 Leverage Tier 1 Common Equity Tier 1 Total Risk-Based
Bank 8.84  % 14.25  % 14.25  % 15.19  %
Company 8.88  % 14.34  % 14.34  % 15.27  %
Adequately capitalized ratio 4.00  % 6.00  % 4.50  % 8.00  %
Adequately capitalized ratio plus capital conservation buffer 4.00  % 8.50  % 7.00  % 10.50  %
Well capitalized ratio (Bank only) 5.00  % 8.00  % 6.50  % 10.00  %

The Bank maintains and annually updates a capital plan over a five year horizon; the capital plan was updated in the second quarter of 2020. Based upon reasonable assumptions of growth and operating performance, the base capital plan model projects that the Bank will be well capitalized throughout the five year period. The base model is also stress tested for interest rate risk from increasing and decreasing rates, credit risk in normal, elevated and severe loss scenarios, and combinations of interest rate and credit risk. In each stress scenario, the Bank maintained well capitalized status. To further validate its internal results, the Bank engaged a third party consultant during the second quarter of 2020 to conduct credit stress tests on its loan portfolio under six scenarios. Three of the scenarios emulated the Federal Reserve's Dodd Frank Act Stress Tests (DFAST), two were pandemic scenarios developed in response to COVID-19 by a leading forecasting firm, and a final severe Coronavirus pandemic scenario developed by the consultant. The consultant's report applied projected credit losses over a thirteen quarter horizon to the Bank's capital position with immediate effect. In each of the six scenarios the Bank remained well capitalized.

Off-Balance Sheet Financial Instruments and Contractual Obligations

Derivative Financial Instruments Designated as Hedges
As part of its overall asset and liability management strategy, the Bank periodically uses derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. The Bank's interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets and/or liabilities so that change in interest rates does not have a significant adverse effect on net interest income. Derivative instruments that Management periodically uses as part of its interest rate risk management strategy may include interest rate swap agreements, interest rate floor agreements, and interest rate cap agreements. 
During the first quarter of 2020, the Bank took advantage of market opportunities to restructure several interest rate swap positions and extend funding at favorable interest rates. At September 30, 2020, the Bank had 11 outstanding off-balance sheet, derivative instruments designated as cash flow hedges. These derivative instruments were interest rate swap agreements, with notional principal amounts totaling $260.0 million and an unrealized loss of $5.8 million, net of taxes. The notional amounts and net unrealized gain (loss) of the financial derivative instruments do not represent exposure to credit loss. The Bank is exposed to credit loss only to the extent the counter-party defaults in its responsibility to pay interest under the terms of the agreements. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that Management believes to be creditworthy and by limiting the amount of exposure to each counter-party. At September 30,
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2020, the Bank's derivative instrument counterparties were credit rated “A” by the major credit rating agencies. The interest rate swap agreements were entered into by the Bank to limit its exposure to rising interest rates.

The Bank also enters into swap arrangements with qualified loan customers as a means to provide these customers with access to long-term fixed interest rates for borrowings, and simultaneously enters into a swap contract with an approved third- party financial institution. The terms of the contracts are designed to offset one another resulting in their being neither a net gain or a loss. The notional amounts of the financial derivative instruments do not represent exposure to credit loss. The Bank is exposed to credit loss only to the extent that either counter-party defaults in its responsibility to pay interest under the terms of the agreements. Credit risk is mitigated by prudent underwriting of the loan customer and financial institution counterparties. As of September 30, 2020, the Bank had four loan swap agreements in place with a total notional value of $57.1 million.

Contractual Obligations
The following table sets forth the contractual obligations of the Company as of September 30, 2020:
Dollars in thousands
Total Less than 1 year 1-3 years 3-5 years More than 5 years
Borrowed funds $ 283,787  $ 228,687  $ —  $ 55,100  $ — 
Operating leases 59  16  33  10  — 
Certificates of deposit 589,931  444,041  113,861  32,029  — 
Total $ 873,777  $ 672,744  $ 113,894  $ 87,139  $ — 
Total loan commitments and unused lines of credit $ 243,639  $ 243,639  $ —  $ —  $ — 

In addition to the above, on September 3, 2020 the Bank entered into a Branch Purchase & Assumption Agreement with Bangor Savings Bank (BSB) to acquire a branch location in Belfast, ME currently owned and operated by Damariscotta Bank & Trust (DB&T); BSB has an agreement in place to purchase DB&T.

The acquisition will be the Bank's first branch location in Waldo County, and is expected to add $16.5 million in deposits and $23.5 million in loans to its balance sheet. The final value of the transaction is estimated to be $24.8 million which includes the loans, an assignment of a ground lease, leasehold improvements, furniture and equipment, and the premium paid for the deposits. The Bank has received regulatory approval for the purchase, and the transaction is expected to be closed in the fourth quarter. A copy of the Agreement is included as Exhibit 10.4.
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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Market-Risk Management
Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates. The First Bancorp, Inc.'s market risk is composed primarily of interest rate risk. The Bank's Asset/Liability Committee (ALCO) is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to interest rate risk. All guidelines and policies established by ALCO have been approved by the Board of Directors.
Asset/Liability Management
The primary goal of asset/liability management is to maximize net interest income within the interest rate risk limits set by ALCO. Interest rate risk is monitored through the use of two complementary measures: static gap analysis and earnings simulation modeling. While each measurement has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships.
Static gap analysis measures the amount of repricing risk embedded in the balance sheet at a point in time. It does so by comparing the differences in the repricing characteristics of assets and liabilities. A gap is defined as the difference between the principal amount of assets and liabilities that reprice within a specified time period. The Company's cumulative one-year gap at September 30, 2020 was 7.30% of total assets compared to -5.96% of total assets at December 31, 2019. Core deposits with non-contractual maturities are presented based upon historical patterns of balance attrition and pricing behavior, which are reviewed at least annually.
The gap repricing distributions include principal cash flows from residential mortgage loans and mortgage-backed securities in the time frames in which they are expected to be received. Mortgage prepayments are estimated by applying industry median projections of prepayment speeds to portfolio segments based on coupon range and loan age.
A summary of the Company's static gap, as of September 30, 2020, is presented in the following table:
0-90 90-365 1-5 5+
Dollars in thousands 
Days Days Years Years
Investment securities at amortized cost (HTM) and fair value (AFS) $ 102,310  $ 158,315  $ 231,740  $ 179,737 
Restricted stock, at cost 9,508  —  —  1,037 
Loans held for sale —  —  —  6,387 
Loans 450,874  261,548  516,756  207,468 
Other interest-earning assets 3,100  24,587  —  — 
Non-rate-sensitive assets 53,567  —  —  89,692 
 Total assets 619,359  444,450  748,496  484,321 
Interest-bearing deposits 459,145  292,547  147,522  681,160 
Borrowed funds 90,000  22,600  55,100  50,000 
Non-rate-sensitive liabilities and equity 6,767  25,166  34,100  432,519 
 Total liabilities and equity 555,912  340,313  236,722  1,163,679 
Period gap $ 63,447  $ 104,137  $ 511,774  $ (679,358)
Percent of total assets 2.76  % 4.53  % 22.28  % (29.58) %
Cumulative gap (current) $ 63,447  $ 167,584  $ 679,358  $ — 
Percent of total assets 2.76  % 7.30  % 29.58  % —  %

The earnings simulation model forecasts capture the impact of changing interest rates on one-year and two-year net interest income. The modeling process calculates changes in interest income received and interest expense paid on all interest-earning assets and interest-bearing liabilities reflected on the Company's balance sheet. None of the assets used in the simulation are held for trading purposes. The modeling is done for a variety of scenarios that incorporate changes in the absolute level of interest rates as well as basis risk, as represented by changes in the shape of the yield curve and changes in interest rate relationships. Management evaluates the effects on income of alternative interest rate scenarios against earnings in a stable interest rate environment. This analysis is also most useful in determining the short-run earnings exposures to changes in customer behavior involving loan payments and deposit additions and withdrawals.
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The Company's most recent simulation model projects net interest income would decrease by approximately 0.4% of stable-rate net interest income if short-term rates affected by Federal Open Market Committee actions fall gradually by one percentage point over the next year, and increase by approximately 0.8% if rates rise gradually by two percentage points. Both scenarios are well within ALCO's policy limit of a decrease in net interest income of no more than 10.0% given a 2.0% move in interest rates, up or down. Management believes this reflects a reasonable interest rate risk position. In year two, and assuming no additional movement in rates, the model forecasts that net interest income would be lower than that earned in a stable rate environment by 3.0% in a falling-rate scenario, and higher than that earned in a stable rate environment by 0.9% in a rising rate scenario, when compared to the year-one base scenario. A summary of the Bank's interest rate risk simulation modeling, as of September 30, 2020 and December 31, 2019 is presented in the following table:
Changes in Net Interest Income September 30, 2020 December 31, 2019
Year 1
Projected change if rates decrease by 1.0% -0.4% 0.2%
Projected change if rates increase by 2.0% 0.8% -4.3%
Year 2
Projected change if rates decrease by 1.0% -3.0% -0.9%
Projected change if rates increase by 2.0% 0.9% -10.1%
This dynamic simulation model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. Loans and deposits are projected to maintain stable balances. All maturities, calls and prepayments in the securities portfolio are assumed to be reinvested in similar assets. Mortgage loan prepayment assumptions are developed from industry median estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning. Non-contractual deposit volatility and pricing are assumed to follow historical patterns. The sensitivities of key assumptions are analyzed annually and reviewed by ALCO.
This sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels, yield curve shape, prepayments on loans and securities, pricing decisions on loans and deposits, and reinvestment/ replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive ability of these assumptions, including how customer preferences or competitor influences might change.

Interest Rate Risk Management
A variety of financial instruments can be used to manage interest rate sensitivity. These may include investment securities, interest rate swaps, and interest rate caps and floors. Frequently called interest rate derivatives, interest rate swaps, caps and floors have characteristics similar to securities but possess the advantages of customization of the risk-reward profile of the instrument, minimization of balance sheet leverage and improvement of liquidity. As of September 30, 2020, the Company was using interest rate swaps for interest rate risk management.
The Company engages an independent consultant to periodically review its interest rate risk position, as well as the effectiveness of simulation modeling and reasonableness of assumptions used. As of September 30, 2020, there were no significant differences between the views of the independent consultant and Management regarding the Company's interest rate risk exposure. In response the the COVID-19 pandemic, the Federal Open Market Committee in March 2020 lowered its short-term benchmark interest rate by 150 basis points to a range of 0.00% to 0.25%. Management expects that short-term interest rates are likely to remain in this range for at least the next several quarters, and believes that the current level of interest rate risk is acceptable.

Cessation of LIBOR
The Company is aware that LIBOR may no longer be published after December 31, 2021. The Federal Reserve formed the Alternative Reference Rates Committee (ARRC) to guide the transition process in the United States. ARRC has issued a number of recommendations including the adoption of the Secured Overnight Financing Rate (SOFR) as a replacement for LIBOR. The International Swap and Derivatives Association (ISDA), the organization that oversees and guides swap and derivatives markets and participants, continues to work on transitions and replacement rates, including having replacement rates in place before the possible cessation of LIBOR at the end of 2021, and has committed to providing more definitive recommendations later in 2020. The Company has formed a working group to address the change away from LIBOR. Management intends to continue to monitor developments from ARRC and ISDA closely, and expects to pursue the steps ultimately recommended to provide for an orderly transition to a post-LIBOR environment. Of the interest rate swap contracts the Bank has in place as of September 30, 2020, two contracts carrying a total notional amount of $50 million are set to mature
78


prior to December 31, 2021; nine contracts with a total notional amount of $210 million have maturity dates beyond December 31, 2021. The four customer loan swap contracts have maturity dates of December 19, 2029, August 21, 2030, July 1, 2035 and October 1, 2039.

Item 4: Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of September 30, 2020, the end of the quarter covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. In designing and evaluating the Company's disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company's management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There was no change in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. The Company reviews its disclosure controls and procedures, which may include its internal controls over financial reporting on an ongoing basis, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company's systems evolve with its business.
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Part II – Other Information

Item 1 – Legal Proceedings

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

Item 1A – Risk Factors

The Company's Form 10-K for the year ended December 31, 2019 provides information on risk factors at that time and mentions the potential economic consequences associated with the COVID-19 outbreak. Since the 10-K was published, the COVID-19 outbreak has evolved into a worldwide pandemic with a myriad of adverse impacts upon society as a whole. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability. In response to the COVID-19 pandemic, Federal, State and Local governments have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forgo their time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. The initial restrictions and other consequences of the pandemic resulted in significant adverse effects for many different types of businesses, including, among others, those in the retail sales, travel, hospitality and food and beverage industries, and resulted in a significant number of layoffs and furloughs of employees nationwide and in the markets in which we operate. Restrictions have been at least partially lifted nationally and within the Company's operating footprint with some level of economic recovery resulting. An increase in virus spread or infection rates could result in restrictions being re-implemented with further negative impact to economic activity.
The ultimate effects of COVID-19 on the broader economy and the markets that we serve are not known nor is the ultimate length of the restrictions described above and any accompanying effects. Moreover, the Federal Reserve has taken action to lower the Federal Funds rate, which may negatively affect our interest income and, therefore, earnings, financial condition and results of operations. Additional impacts of COVID-19 on our business could be widespread and material, and may include, or exacerbate, among other consequences, the following:

employees contracting COVID-19
unavailability of key personnel necessary to conduct our business activities
disruption resulting from having a significant percentage of employees work remotely
repeated or sustained closures of our branch lobbies
declines in demand for loans and other banking services
reduced consumer spending due to job losses or other impacts of the virus
adverse conditions in financial markets may have a negative impact on our investment portfolio
adverse economic conditions result in a slowdown in municipal tax collections potentially impacting municipal loans, investments, and deposit balances
decline in credit quality of our loan portfolio leading to increased provisions for loan losses
declines in the value of loan collateral, including residential and commercial real estate
decline in the liquidity of borrowers and guarantors impairing their ability to honor financial commitments
actions of governmental entities to limit business activities

The significant contribution of tourism to the State of Maine's overall economy, and the Company's primary market areas in particular, may result in a disproportionate effect relative to other regions. These factors, together or in combination with other events or occurrences that may not yet be known or anticipated, may materially and adversely affect our business, financial condition and results of operations.







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

a. None

b. None

c. The Company made the following repurchases of its common stock in the nine months ended September 30, 2020:
Month Shares Purchased Average Price Per Share Total shares purchased as part of publicly announced repurchase plans Maximum number of shares that may be purchased under the plans
January 2020 3,491  29.33  —  — 
February 2020 1,806  28.47  —  — 
March 2020 —  —  —  — 
April 2020 —  —  —  — 
May 2020 —  —  —  — 
June 2020 —  —  —  — 
July 2020 —  —  —  — 
August 2020 150  20.73  —  — 
September 2020 —  —  —  — 
5,447  $ 26.18  —  — 

Item 3 – Default Upon Senior Securities

None.

Item 4 – Other Information

A.  None.

B.  None.
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Item 5 – Exhibits

Exhibit 3.2 Amendment to the Registrant's Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed under item 5.03 on May 1, 2008).
Exhibit 3.3 Amendment to the Registrant's Articles of Incorporation (incorporated by reference to the Definitive Proxy Statement for the Company's 2008 Annual Meeting filed on March 14, 2008).
Exhibit 3.4 Amendment to the Registrant's Articles of Incorporation authorizing issuance of preferred stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 29, 2008).
Exhibit 3.5 Conformed Copy of the Company's Bylaws (incorporated by reference to Exhibit 3.5 to the Company's Form 10-K filed March 10, 2017).
Exhibit 10.1 Director Split Dollar Insurance Plan and Specimen Agreement dated January 1, 2016, attached as Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on October 25, 2017.
Exhibit 10.2 Executive Split Dollar Insurance Plan and Specimen Agreement dated January 1, 2016, attached as Exhibit 10.2 to the Company's Form 8-K filed under item 1.01 on October 25, 2017.
Exhibit 10.3 Amendments dated November 8, 2019 to the Restricted Stock Agreements of an Executive Officer dated January 29, 2015, January 28, 2016, January 26, 2017 and January 4, 2018 attached as Exhibit 10.3 to the Company’s Form 10-Q filed under Part II Item 4A on November 12, 2019.
Exhibit 10.4 Branch Purchase and Assumption Agreement between the Bank and Bangor Savings Bank for the purchase of a bank branch, loans and deposits at 1 Belmont Ave, Belfast, Maine, attached as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2020.
Exhibit 14.1 Code of Ethics for Senior Financial Officers, adopted by the Board of Directors on September 19, 2003. Incorporated by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on March 15, 2006.
Exhibit 14.2 Code of Business Conduct and Ethics, adopted by the Board of Directors on April 15, 2004. Incorporated by reference to Exhibit 14.2 to the Company's Annual Report on Form 10-K filed on March 15, 2006.
Exhibit 23.1 Consent of Independent Registered Public Accounting firm on Form 10-K filed on March 6, 2020.
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to Rule 13A-14(A) of The Securities Exchange Act of 1934
Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rule 13A-14(A) of The Securities Exchange Act of 1934
Exhibit 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 101.DEF XBRL Taxonomy Extension Definitions Linkbase
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE FIRST BANCORP, INC.



/s/ Tony C. McKim
Tony C. McKim
President & Chief Executive Officer

Date: November 6, 2020



/s/ Richard M. Elder
Richard M. Elder
Executive Vice President & Chief Financial Officer

Date: November 6, 2020



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Exhibit 10.4


Execution Version

BRANCH PURCHASE AND ASSUMPTION AGREEMENT

This Branch Purchase and Assumption Agreement (this “Agreement”) is made and entered into as of the 3rd day of September, 2020, by and between Bangor Savings Bank, a Maine-chartered bank having its principal office in Bangor, Maine (“Seller”), and First National Bank, a federally chartered commercial bank, organized under the laws of the United States, with its principal office located in Damariscotta, Maine (“Purchaser”):

WHEREAS, Seller expects to acquire Damariscotta Bank and Trust Company (“Damariscotta Bank”) by merger (“Merger”) as part of a larger transaction in which Bangor Bancorp, MHC is expected to acquire Damariscotta Bankshares, Inc. after satisfaction of all conditions, including receipt of required regulatory approvals;

WHEREAS, the Federal Reserve has informed Seller that it will be required to divest Damariscotta Bank’s branch office located at 1 Belmont Avenue, Belfast, Maine 04915 (the “Branch”), which will become a branch of Seller upon closing of the Merger, after closing of the Merger;

WHEREAS, Seller desires to sell and assign to Purchaser certain assets and assign certain deposit and other liabilities of or associated with the Branch upon the terms and conditions set forth in this Agreement; and

WHEREAS, Purchaser desires to purchase from Seller certain assets and assume certain deposit and other liabilities of or associated with the Branch upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

ARTICLE I PURCHASE AND SALE OF ASSETS

a.Time and Place of Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will occur on a date to be mutually agreed upon in writing by Purchaser and Seller, within three (3) business days after the receipt of all necessary regulatory approvals and expiration of all applicable statutory waiting periods. The effective time (the “Effective Time”) will be 11:59 p.m., local time, on the day on which the Closing occurs (the “Closing Date”). The Closing will be held at such time and location as the parties may agree in writing.

b.Purchase of Assets. At the Closing, Seller will sell, transfer, convey, assign, set over and deliver to Purchaser, and Purchaser will purchase and accept from Seller, the following assets, properties and rights located at or attributed to the Branch (the “Assets”), free and clear of all Liens (as hereafter defined):




i.all loans identified on Schedule 1.2(a) that are still outstanding as of the Effective Time (the “Loans”), together with all security thereon and all collateral and rights in relation thereto (including servicing rights), at their respective then outstanding principal amounts, which will reflect any write-downs arising from adverse classifications, together with accrued interest receivable thereon and associated accrued late fees (“Late Fees”), but excluding loan loss reserves and general reserves;

ii.all overdrafts associated with Deposit Liabilities (as hereafter defined) transferred as contemplated under Section 1.4;

iii.all right, title and interest held by Seller pursuant to any and all leases for the building, improvements, and real estate associated with the operation of the Branch (collectively, the “Real Property Lease”), to be assigned pursuant to an Assignment of Real Property Lease in a form to be agreed to between the parties, together with any option to purchase the underlying real property and leasehold improvements thereon, and all other rights, licenses, permits and deposits related to the Real Property Lease and all right title and interest held by Seller in the building and related improvements (collectively, the “Building”) located on the land subject to the Real Property Lease;

iv.all equipment, personal property, furniture and fixtures, together with any manufacturers’ warranties or maintenance or service agreements related thereto which are in effect as of the Effective Time and are assignable to Purchaser, located at or used in operation of the Branch, including but not limited to the items listed on attached Schedule 1.2(d) (the “Fixed Assets”) but not including any items listed on Schedule 1.3(c);

v.all petty cash, teller cash, ATM cash, vault cash and the balances of all escrow accounts maintained at the Branch as of the Effective Time, the exact amounts of which will be certified by Seller at Closing;

vi.all records and original documents (if available), manuals keys, security codes and the like related to the Assets or the Deposit Liabilities as of the Effective Time;

vii.all of the books and records (or copies thereof) relating to the Branch which are
1.maintained in the ordinary course of business at the Branch, (ii) reasonably required to comply with all applicable laws, regulations, rules and sound business practices, or (iii) necessary for Purchaser’s ownership of the Assets and/or accounts associated with the Deposit Liabilities (the “Records”). In the event Purchaser requests, after the Closing Date, that Seller provide to Purchaser information contained in the books and records which have been retained by Seller insofar as they relate to the operations of the Branch, the Assets and/or accounts as of the Effective Time, Seller will provide such information as soon as reasonably practicable; and
2



i.all right, title and interest of Seller in and to all claims, causes of action, and demands, including warranties against contractors, manufacturers, vendors and suppliers relating to the Assets or the Branch.

The term “Liens” means any security interests, liens, mortgages or other encumbrances, but does not include: (A) any imperfections of title which, individually or collectively, do not materially and adversely affect the value of the Assets to Purchaser or impair Purchaser’s use of the Assets, (B) liens for current taxes not yet due and payable, and (C) any encumbrances on any of the Assets that secure any debt, liability or other obligation of Seller which is assumed by Purchaser under this Agreement.

Purchaser understands and agrees that it is purchasing only the Assets (and assuming only the liabilities) specified in this Agreement and except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any other business relationship which Seller (or any predecessor by merger or acquisition) or any of its affiliates has or may have with any customer.

a.Assets Not Sold. The following are expressly excluded from the Assets (the “Excluded Items”):

i.Seller’s trademarks, trade names, medallion program stamps, signs, logos and proprietarily marked stationery, forms, labels, shipping materials, brochures, advertising material and similar property;

ii.assets, if any, relating to trust accounts (other than Individual Retirement Accounts (“IRAs”)) administered at the Branch;

iii.the assets, if any, listed on Schedule 1.3(c); and

iv.Seller’s rights in and to the routing and transit numbers of the Branch.

Seller will, at its own cost, remove or cause to be removed the Excluded Items from the Branch on or prior to the Closing Date, except as otherwise agreed upon by Seller and Purchaser in writing.

b.Assumption of Liabilities. Purchaser agrees, subject to Section 1.5 hereof and the other terms and conditions of this Agreement, that on and after the Effective Time it will assume and thereafter fully and timely perform and discharge, in accordance with their terms:

i.all deposit liabilities of every kind and description, including, without limitation, time and demand accounts, certificates of deposit, savings accounts, checking accounts, sweep accounts, and IRAs (including the IRA plan and custodial or trust
3



arrangement pertaining thereto) assigned to the Branch as of the Effective Time, including all interest accrued and unpaid on such liabilities, and all other
4



liabilities and obligations of Seller relating to the deposit accounts assigned to the Branch as of the Effective Time, which are set forth on Schedule 1.4(a), whether represented by collected or uncollected funds (the “Deposit Liabilities”), the exact balances and accrued interest of which will be certified by Seller at Closing; provided, however, the Deposit Liabilities will not include any liabilities described in Section 1.5 below;

i.all liabilities and obligations of Seller under the Loans as of the Effective Time other than liabilities of Seller for Seller’s violations of applicable law or regulation pertaining to such Loans or Seller’s breach of the terms and conditions of such Loans;

ii.all liabilities and obligations of Seller under the Real Property Lease from and after the Effective Time (excluding those arising from any violation of the Real Property Lease by Seller or its predecessor in interest prior to the Effective Time); and

iii.Seller’s duties, obligations and liabilities as lessee on any leases of any of the Fixed Assets accruing after the Effective Time.

Seller agrees to use its reasonable efforts to maintain the current customers of the Branch until the Effective Time.

a.Liabilities Not Assumed. Purchaser will not assume the following liabilities or obligations of Seller:

i.any securities brokerage account maintained by Seller for a customer of the Branch;

ii.any deposit accounts designated as closed prior to the Effective Time;

iii.any liability associated with traveler’s checks, cashier’s checks or other official bank checks issued by Seller prior to the Closing Date;

iv.Liabilities, if any, listed on Schedule 1.5(d) attached hereto (the “Excluded Deposits”);

v.any liability or obligation of Seller or any of its affiliates for any employee benefit plan including any payments under any employee benefit plan;

vi.any liability, whether known or unknown, for Seller's breach, violation or default of any contract, agreement or obligation, including the Assumed Liabilities, existing as of the Effective Time;

5



vii.any liability, whether known or unknown, of Seller under any cause of action or for any violation by Seller of any applicable law or regulation;

6




i.any Seller liability for Taxes; and

ii.any other liability of Seller not specifically assumed by Purchaser under Section
1.4 above.

a.Documentation of Transactions. On the Closing Date: (a) Purchaser will execute and deliver a document evidencing the liabilities assumed pursuant to Section 1.4 in substantially the form attached hereto as Exhibit A, (b) Seller and Purchaser will execute and deliver a bill of sale in substantially the form attached hereto as Exhibit B, (c) with respect to any IRA which includes as one or more of its assets a Deposit Liability, Seller and Purchaser will execute and deliver a transfer document in substantially the form attached hereto as Exhibit C, (d) Seller will execute and deliver to Buyer a limited power of attorney substantially in the form attached as Exhibit D, and (e) Seller will execute and deliver to Buyer the Assignment of Real Property Lease in a form agreed to between the parties, and such other instrument or form reasonably satisfactory to Purchaser’s counsel and as otherwise may be required to effect the transfer of any assets, authorizing Purchaser and its representatives to transfer to Purchaser any Asset, file or record assignments of collateral security, and endorse in Seller's name any checks, drafts, notes or other documents received in payment of the Loans after the Closing.

b.Assumption Subject to Certain Terms. The Deposit Liabilities being assumed by Purchaser pursuant to this Agreement will be assumed subject to the terms and conditions of the deposit agreed to by Seller and its customers and any other written agreements relating thereto and the laws, rules and regulations applicable thereto.


ARTICLE II PURCHASE PRICE

a.Payment.

i.Purchaser will pay Seller an amount equal to the sum of:

1.the depreciated net book value of the Fixed Assets as shown on the books and records of the Branch as of the Closing Date;

2.the amount of the petty, teller, ATM and vault cash and escrow balances maintained at the Branch determined as of the Effective Time in accordance with Section 1.2(e) hereof;

3.the amount of any prepaid expenses as listed on Schedule 2.1(a)(iii);

7



4.as to each Loan, the lesser of the unpaid principal amount of the Loans (excluding loan loss and general reserves) or Seller’s book value for the Loan, in each case as shown on the books of Seller as of the Effective

8



Time, plus accrued and unpaid interest and unpaid fees thereon (such amount with respect to each Loan together with such amount with respect to all such other Loans, in the aggregate, referred to as the “Aggregate Loan Value”); provided that, for purposes of calculating the portion of the purchase price represented by this Section 2.1(a)(iv), the Aggregate Loan Value shall be reduced by an amount equal to One Hundred Twenty-five Thousand Dollars ($125,000); and

1.a deposit premium (the “Deposit Premium”) for the Deposit Liabilities equal to 7.25% of the Core Deposits. For purposes of determining the Deposit Premium, “Core Deposits” means the daily average balance of all Deposit Liabilities at the Branch for the 30 calendar days ending two days prior to the Closing Date, but excluding public funds, brokered deposits and all deposits listed on Schedule 1.5(d) hereof.

i.Seller will pay to Purchaser an amount equal to 100% of the Deposit Liabilities.

ii.The difference between the amounts due from Purchaser to Seller under Section 2.1(a) and from Seller to Purchaser under Section 2.1(b) will be paid by wire transfer of immediately available funds on the Closing Date to Purchaser or Seller, as the case may be. Such amount will be further adjusted in accordance with Section 2.2 and Section 2.3 on the Closing Date and thereafter. The payment formula referred to above is for the sole purpose of determining the amount of cash transferable at the Closing Date and will not constitute an allocation of the purchase price for the Branch to any particular Asset being transferred or liability being assumed.

a.Calculations. Solely for purposes of facilitating the calculation of the cash due Seller on the Closing Date, Seller will provide to Purchaser, no later than five business days before the Closing Date, and as of the most recent month-end, a Preliminary Closing Statement in the form attached as Schedule 2.2(a) (the “Preliminary Closing Statement”), based on the net book value of the Assets to be sold and Deposit Liabilities and other liabilities to be transferred and assumed hereunder on that date as reflected on the books of Seller, and the cash due to Seller at the Closing will be based upon such Preliminary Closing Statement. Within 10 business days after the Closing Date, Seller will provide to Purchaser a Final Closing Statement in the form attached as Schedule 2.2(b) (the “Final Closing Statement”) based on the net book value as of the close of business on the Closing Date of the Assets sold and Deposit Liabilities and other liabilities transferred and assumed pursuant to this Agreement. Seller will afford Purchaser and its agents the opportunity to review documentation used by Seller in preparing the Final Closing Statement. Any objection by Purchaser to such Final Closing Statement must be raised in a written notice delivered to Seller within 10 business days after Purchaser receives such Final Closing Statement. In the event any such objection is raised, the parties will work together in good faith to resolve the dispute as promptly as possible. Within two business
9



days of the receipt of an undisputed Final Closing Statement or, if there is any dispute, within two business days of the resolution of such dispute, appropriate additional

10



consideration will be paid by Purchaser, or appropriate refund made by Seller, as the case may be. If the parties are unable to resolve their dispute, such matter will be submitted to a certified public accounting firm mutually selected by Seller and Purchaser, whose decision will be final and binding.

a.Pro-Rata Adjustment of Income and Expenses. All rents, utility payments, real estate taxes and assessments, personal property taxes, and similar expenses and charges relating to the physical plant of the Branch and the Fixed Assets and other expenses relating to the Deposit Liabilities assumed and/or the operation of the Branch (including insurance premiums paid or payable to the FDIC attributable to the Deposit Liabilities), will be prorated between the parties as of the Closing Date on the basis of a 365-day year. To the extent any such item has been prepaid by Seller for a period extending beyond the Closing Date, there will be an adjustment in such amount to the payment contemplated by Section 2.1 in favor of Seller. Any expense relating to the Branch which is attributable to the period on and after the Closing Date will be paid by Purchaser.

b.Allocation of Purchase Price. The purchase price (and all other capitalized costs) and liabilities assumed by Purchaser pursuant to this Agreement will be allocated on an allocation schedule to be prepared and proposed by Purchaser and agreed upon by Purchaser and Seller within 60 days after the Closing Date. This allocation is intended to comply with the allocation method required by Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department regulations promulgated thereunder. Purchaser and Seller will cooperate to comply with all substantive and procedural requirements of Section 1060 and any Treasury Department regulations thereunder, and the allocation will be adjusted if and to the extent necessary to comply with the requirements of Section 1060. Purchaser and Seller (and their affiliates) will properly report, execute, act, and timely file all federal, state and local tax returns (including, without limitation, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Neither Purchaser nor Seller will take any position (whether in audits, tax returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable law.


ARTICLE III
ADDITIONAL OBLIGATIONS OF PURCHASER AND SELLER

a.Regulatory Approvals.

i.Purchaser will, within 30 days following the date of this Agreement, prepare and file all applications, as required by law, with the appropriate federal and state regulatory authorities for approval to purchase the Assets and assume the liabilities and obligations of Seller being assumed hereunder, to establish a Branch at the location of the Branch and to effect in all other respects the transactions contemplated hereby (the “Regulatory Approvals”). Purchaser agrees to use its
11



reasonable best efforts to obtain all Regulatory Approvals. Purchaser and Seller agree to cooperate and use their reasonable best efforts to obtain all

12



consents and approvals of all third parties and to do all things necessary to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Purchaser shall notify Seller promptly (and in no event later than one Business Day following notice) of any significant development with respect to any application or notice Purchaser files with any governmental authority in connection with the transactions contemplated by this Agreement.


i.Seller will, as soon as practicable, notify the proper regulatory authorities of its intent to terminate operation of the Branch and to consummate the transactions contemplated hereby and thereafter will (i) comply with the normal and usual requirements imposed by such regulatory authorities applicable to effectuate such transactions and (ii) use its best efforts to obtain any required permission of such regulatory authorities to cease operating the Branch.

a.Full Access. Seller will furnish Purchaser with such additional financial and operating data and other information as to its business and properties at the Branch as Purchaser may, from time to time, reasonably request and as will be available including, without limitation, information required for inclusion in any and all regulatory applications necessary to effect the transaction contemplated hereby. Seller will also afford to the officers and authorized representatives of Purchaser access to the employees of Seller in accordance with Sections 3.3, 4.1 and 4.3 hereof. Nothing in this Section 3.2 will be deemed to require Seller to breach any obligation of confidentiality or to reveal any proprietary information, trade secrets or marketing or strategic plans.

b.Confidentiality. Purchaser will hold, and will cause its officers, directors, employees and agents to hold, in strict confidence and not disclose to any other person or entity without the prior written consent of Seller (a) the existence of this Agreement, (b) the terms of this Agreement and the transactions described herein and (c) all information received by Purchaser from or with respect to Seller in connection with this Agreement and the transactions contemplated hereby; and Seller will hold, and will cause its officers, directors, employees and agents to hold, in strict confidence and not disclose to any other person or entity without the prior written consent of Purchaser (d) the existence of this Agreement, (e) the terms of this Agreement and the transactions described herein, and (f) all information received by Seller from or with respect to Purchaser in connection with this Agreement and the transactions contemplated hereby. The terms of this Section 3.3 will not prohibit the disclosure of information (i) as may be otherwise publicly available otherwise than through the wrongful dissemination of such information by Purchaser or Seller, as the case may be, and their officers, directors, employees or agents, (ii) as may be required to be disclosed by applicable law, or (iii) as may be required to obtain the Regulatory Approvals. Seller and Purchaser agree that neither will make any public announcement or public comment in any form whatsoever regarding this Agreement or the transactions contemplated herein, except as required under applicable laws, without obtaining the prior approval of the other party.

13



a.Conversion of Accounts; Transfer and Delivery of Assets and Deposit Liabilities. Prior to the Closing Date, Seller will assist Purchaser, in ways to be mutually agreed upon by Seller and Purchaser, in preparing Purchaser’s data processing system to receive the transferred Loans and Deposit Liabilities, including internet banking and bill pay conversion data. Purchaser shall bear all fees associated with the conversion of data relating to the Deposit Liabilities and the Loans.

i.Such assistance will include, but will not be limited to, the following:

1.As soon as practicable following the date of this Agreement but in any event within three (3) days after closing of the Merger, Seller will deliver to Purchaser data and descriptive information and such other reasonable and customary information (including automated clearing house, or “ACH”) with data conversion relating to the Deposit Liabilities and the Loans using an agreed upon format (the “Compatible Data File”) containing, among other information, customer name, address, card number, withdrawal limits, and the Deposit Liabilities, activated by, accessible to or related in any manner to, customers of the Branch;

2.As soon as practicable thereafter but in any event within three (3) days after closing of the Merger, Seller will deliver to Purchaser an updated Compatible Data File;

3.On the Closing Date, Seller will deliver to Purchaser a final Compatible Data File, which Compatible Data File will constitute Seller’s Records maintained as of and current through the Effective Time with respect to the Deposit Liabilities and the Loans; and

4.Seller will deliver to Purchaser trial balance reports with each Compatible Data File delivered pursuant to this Section 3.4(a).

ii.As of the Effective Time, Seller will:

1.deliver to Purchaser such of the Assets as will be capable of physical delivery;

2.execute, acknowledge and deliver to Purchaser all such endorsements, assignments, bills of sale and other instruments of conveyance, assignment and transfer as, in the judgment of Purchaser, are necessary and appropriate to consummate the sale and transfer of the Assets to Purchaser and to vest in Purchaser the legal and equitable title to the Assets, free and clear of all Liens, except as otherwise permitted in this Agreement;

14



3.assign, transfer and deliver to Purchaser such of the following Records pertaining to the Deposit Liabilities as exist and are available in the form or medium as maintained by Seller:

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a.orders and contracts between Seller and depositors at the Branch and Records of similar character, with signature cards delivered as soon as practicable after the Closing (Seller will also provide interim research assistance on an as needed basis); and

b.records of account and ledger balances.

1.deliver landlord’s consent to the assignment of the Real Property Lease to Purchaser, together with an amendment to the Real Property Lease substantially in the form attached hereto as Exhibit E;

2.provide customers a bank statement, in either paper or electronic format as has been the past practice for each such account, for each transferred checking and statement savings account for Deposit Liabilities;

3.assign, transfer and deliver to Purchaser the loan files for all Loans, including promissory notes, security agreements, collateral, and related agreements or information relating to or evidencing all Loans in whatever form or medium as maintained by Seller; and

4.provide to Purchaser fully executed mortgage assignments in recordable form sufficient under the laws of the jurisdiction wherein the related mortgaged property is located, to reflect the assignment of the collateral for each Loan.

i.Seller will cooperate with Purchaser to inform in writing all Loan customers of the change in servicer from Seller to Purchaser or Purchaser’s designee and the transfer of the Loans, in accordance with applicable law.

ii.On the Closing Date, Seller will deactivate the automated teller machines (“ATMs”) maintained by the Branch and will close the Branch not later than 5:00 p.m., local time, in order to facilitate the conversion process. All existing ATM and debit cards pertaining to customers of the Branch office will be deactivated as of the close of business on the Closing Date and must be reissued by Purchaser immediately prior to the computer conversion. Purchaser, at its own expense, will notify customers of the Branch, in writing at least 30 calendar days prior to the Closing Date, provided all Regulatory Approvals have been obtained, or at such later date as all Regulatory Approvals have been obtained, that as of the close of business on the Closing Date, all ATM access cards issued by Seller to customers of the Branch who will not have ATM-accessible accounts with Seller after the Closing, and all debit cards issued by Seller to customers of the Branch who will not have demand accounts with Seller after the Closing, will be void or terminated, as the case may be. In connection with the foregoing notice, Purchaser
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may forward a communication notifying such customers that replacement ATM access cards and debit cards will be reissued by Purchaser and forwarded to

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customers prior to the Closing Date with instructions for activation after the Closing Date. Seller and Purchaser will conduct a joint review of the cash in the drawers and vault.

a.Retention of and Access to Files Following the Closing Date.

i.Purchaser agrees that it will permit Seller or its representatives, at any reasonable time and at Seller’s expense, to inspect, make extracts from or copies of, such files, books of account or records of the Branch as Seller may reasonably deem necessary.

ii.In the event that some of Seller’s records concerning the Assets or the Deposit Liabilities cannot reasonably be segregated from Seller’s records regarding accounts not transferred pursuant to this Agreement, Seller will not deliver such records to Purchaser but will preserve and safely keep such records for as long as may be required by applicable law. After the Closing Date, Seller will promptly, upon Purchaser’s request, provide research and account history services related to any such records to Purchaser at no charge. In addition, Seller will permit Purchaser or Purchaser’s representatives, at reasonable times and at Purchaser’s expense, to inspect or make extracts from or copies of such records which relate to the Assets or the Deposit Liabilities.

b.Consents to Assignment of Contracts. Seller will obtain on or before the Closing Date consent to the assignment of (a) the Real Property Lease to Purchaser at the same terms, including charges or fees, as are currently stated in or associated with the Real Property Lease, and (b) any other contracts or agreements included in the Assumed Liabilities which require consent for their assignment or assumption.

c.Payment of Items After the Closing Date. Following the Closing Date:

i.Purchaser agrees to pay in accordance with law and customary banking practices all properly drawn and presented checks, drafts and withdrawal orders presented to Purchaser by mail, over the counter or through the check clearing system of the banking industry, by depositors related to the Deposit Liabilities, whether drawn on the checks, withdrawal or draft forms provided by Seller or by Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of Seller with respect to the balances due and owing to the depositors with respect to whom Purchaser has assumed the Deposit Liabilities.

ii.If any of such depositors, instead of accepting the obligation of Purchaser to pay the Deposit Liabilities, will demand payment from Seller for all or any part of any such Deposit Liabilities, Seller will not be liable or responsible for making such payment.

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iii.After the Effective Time, Seller will be and have the rights and obligations of a “Collecting Bank” or “Intermediary Bank” under Article 4 of the Uniform

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Commercial Code (including the right to chargeback dishonored items) as then in effect in Maine with respect to items drawn on the accounts associated with Deposit Liabilities transferred which are received by Seller for processing. Items received for processing against the Deposit Liabilities will be provided to Purchaser in a commercially reasonable manner within the time limits provided by the Uniform Commercial Code with a special cash letter separately identified as “Transferred Accounts Cash Letter.” For purposes of paying Purchaser’s obligations to Seller under this Section 3.7, Purchaser will establish a settlement account with Seller at the Closing Date in a collected amount equal to $100,000, which amount will be maintained by Purchaser in an interest bearing account at Seller for a period of 90 days following the Closing Date, against which will be (i) debited the checks, returns and items hereafter referred to in this sentence and (ii) charged amounts in accordance with Section 3.7(d) hereof to provide, among other things, for the settlement by Purchaser of checks, returns and items which are presented to Seller within 90 days after the Closing Date and which are drawn on or chargeable to accounts associated with Deposit Liabilities transferred to Purchaser. In order to reduce the continuing charges to Seller through the check clearing system of the banking system which will result from check forms of Seller being used after the Closing Date by the depositors whose accounts associated with Deposit Liabilities are assumed, Purchaser agrees, at its cost and expense, and without charge to such depositors, to notify such depositors on or about the Closing Date of Purchaser’s assumption of the Deposit Liabilities and furnish each depositor of an assumed account with checks on the forms of Purchaser with instructions to utilize Purchaser’s checks and to destroy unused checks of Seller. After the expiration of 90 days from the Closing Date, Seller will dishonor checks, drafts or withdrawal orders drawn on the Deposit Liabilities unless Seller and Purchaser agree to extend the 90 day period and extend the provision for a settlement account as necessary. Purchaser agrees to arrange for the transportation directly and pay the expenses of transporting from Seller to Purchaser all checks, drafts, orders of withdrawal, cash letters, magnetic tapes and other items related to Seller’s receipt of items relating to the Deposit Liabilities after the Closing Date. These transportation expenses may be charged against the settlement account of Purchaser. Seller will give Purchaser a regular accounting of debits and Purchaser will indemnify Seller from and against any claims resulting from a return of items not in accordance with the requirements of the Uniform Commercial Code or Regulation CC to its clearing account. Purchaser will indemnify and hold Seller harmless from any claims of wrongful dishonor based on such returns.

i.Purchaser agrees to pay promptly to Seller an amount equivalent to the amount of any checks, drafts or withdrawal orders credited by Seller before the Closing Date to such transferred account that are returned to Seller unpaid within 90 days after the Closing Date less any related Deposit Premium. Upon receipt thereof, Seller will immediately forward any such check, draft or other item to Purchaser, and
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subject to the time limitations referenced herein, Purchaser will remit to Seller the amount of any such item(s).

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i.In instances where a depositor of a Deposit Liability made an assertion of error regarding a Deposit Liability pursuant to the Electronic Funds Transfer Act and Federal Reserve Board Regulation E, and Seller, prior to the Closing, recredited the disputed amount to the relevant account during the conduct of the error investigation, Purchaser agrees to comply with a written request from Seller to debit such account in a stated amount and remit such amount to Seller (less any related Deposit Premium), to the extent of the balance of funds available in the account. Seller agrees to indemnify Purchaser for any claims or losses that Purchaser may incur as a result of complying with such request from Seller.

ii.For a period of 90 days following the Closing Date, if Seller receives a wire transfer for credit to a Deposit Liability, Seller will forward the wire transfer to Purchaser not later than the next business day following receipt by Seller of the wire transfer. After such 90-day period, Seller may discontinue accepting and forwarding such wire transfers and return such wires to the originators marked “Account Closed.” Seller will not be liable for any overdrafts that may result from such return.

a.ACH. Prior to Closing, Seller agrees to supply a complete ACH warehouse listing of any ACH transactions scheduled or pending with respect to the Deposit Liabilities as of the Closing Date and for a period of 60 days after the Closing Date and such additional listings and schedules as Purchaser will reasonably request in order to notify ACH originators of the transactions contemplated by this Agreement. As soon as practicable following the Closing Date, Purchaser will notify all originators effecting debits or credits to the accounts of the Deposit Liabilities of the purchase and assumption transaction contemplated by this Agreement. For a period of 90 days beginning on the Closing Date, Seller will honor all ACH items related to accounts of Deposit Liabilities which are mistakenly routed or presented to Seller. Seller will make no charge to Purchaser for honoring such items, and will use its best efforts to transmit to Purchaser via a secure ftp site, by 10:00 a.m. or as soon as practicable thereafter, each day’s ACH data that is to be posted that day. Items mistakenly routed or presented after the 90-day period may be returned to the presenting party. Seller and Purchaser will make arrangements to provide for the daily settlement with immediately available funds by Purchaser of any ACH items honored by Seller.

b.Notice to Customers. As soon as possible and no later than 15 days from the date of consummation of the Merger, Seller will provide Purchaser with an intermediate customer list on the accounts to be assumed and Loans to be purchased, identical to the list used by Seller for notification purposes. As of the Effective Time, Seller will provide a final customer list of the assumed accounts and obligors under the Loans to be purchased. In addition to the notice requirements set forth in Section 3.4(c), on such date mutually agreed upon by Seller and Purchaser, but not later than 30 days after the date of consummation of the Merger, Seller and Purchaser will jointly notify the holders of the
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accounts to be assumed and the Loans to be purchased that, subject to closing requirements, Purchaser will be assuming the duties and liabilities of the accounts or
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responsibility for the Asset being purchased. The notification will be based on the list referred to above and a log maintained at the Branch of new accounts opened and Loans originated since the date of said list. Seller will provide Purchaser with a copy of said log up to the date of Seller’s mailing. Purchaser may send additional correspondence and materials to the customers of the Branch at any time after the initial notification sent by Seller and Purchaser and will send notifications to the customers not less than 30 days prior to Closing, setting out the details of its administration of the accounts to be assumed. Each party will obtain the approval of the other on its notification letter(s) prior to mailing, which approvals will not be unreasonably withheld or delayed. Holders of deposit accounts opened following the notifications contemplated above and prior to the Closing will be given a copy of both Purchaser’s and Seller’s notification letters by Seller at the time the account is opened. Seller and Purchaser will cooperate to provide all notices to customers of the Branch required by law in connection with the transactions contemplated by this Agreement.

a.Retirement Accounts. The parties acknowledge that Seller is acting as custodian and holds certain of the deposits for participants in IRAs (“Retirement Accounts”) and that Purchaser desires to act as custodian thereof from and after the Effective Time, to the extent permitted under the applicable custodial agreements. The parties will confer and determine at least 30 days prior to the Closing Date which, if any, of the Retirement Accounts cannot be transferred to Purchaser under this Agreement. Seller will be responsible for federal and state income tax reporting of Retirement Accounts accepted by Purchaser through the Effective Time. Purchaser will be responsible for all federal and state income tax reporting commencing on the day after the Effective Time for the Retirement Accounts assumed by Purchaser through the end of the calendar year. Seller will deliver to Purchaser all Records from January 1, 2017 through the Closing Date pertaining to the Retirement Accounts assumed hereunder. In connection with Retirement Accounts, Purchaser will assume, in addition to the Deposit Liability, the plan pertaining thereto and the custodial arrangement in connection therewith.

b.Other Liabilities. Purchaser will assume only those liabilities and obligations of Seller that are provided for in this Agreement. This Agreement will not be construed as creating rights or remedies against Purchaser by third parties other than with respect to those specific liabilities and obligations assumed hereunder.

c.Back-up Withholding. Any amounts required by any governmental agencies to be withheld from any of the accounts associated with the Deposit Liabilities (the “Withholding Obligations”) will be handled as follows:

i.Any Withholding Obligations required to be remitted to the appropriate governmental agency prior to the Effective Time will be withheld and remitted by Seller and Seller will provide Purchaser with satisfactory evidence thereof at Closing; and

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ii.At Closing, Seller will remit to Purchaser all sums withheld by Seller pursuant to Withholding Obligations together with satisfactory detail thereof which funds are

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or may be required to be remitted to governmental agencies on or after the Effective Time. Any Withholding Obligations required to be remitted to the appropriate governmental agency on or after the Effective Time will be remitted by Purchaser. Purchaser and Seller will mutually indemnify and hold harmless the other from and against any claim relating to Withholding Obligations which is the responsibility of the other hereunder.

a.Overdrafts. Seller will put in effect on the Closing Date Purchaser’s criteria for approving or rejecting overdrafts. Subject to Section 2.3, any overdrafts approved on the Closing Date and thereafter will be the responsibility and risk of Purchaser.

b.Loan Payments and Information Received After the Closing Date. Seller agrees to forward promptly (which will mean, for the first 60 days following the Closing Date, delivery of checks by an overnight courier service at Purchaser’s expense and electronic transfer to Purchaser of electronic payments received electronically by Seller) to Purchaser:

i.any payments (in the case of checks, properly endorsed without recourse as necessary) which are received by Seller on or after the Effective Time that relate to the Loans and to provide sufficient information so that any such payments may be properly applied to the extent such information is available to Seller; and

ii.any notices or other correspondence received on or after the Effective Time that relate to the Loans or other Assets or to liabilities assumed by Purchaser pursuant to this Agreement.

c.Seller Identification. On the Closing Date, Seller will in a timely manner remove, at Seller’s expense, all signs that carry the name and logo of Seller. Promptly after, Purchaser will substitute its name and logo for the name and logo of Seller on all signs at the Branch. Purchaser agrees to replace promptly all written or electronic materials bearing Seller’s name and/or logo used in the ordinary course of banking business, including stationery and forms, with written or electronic materials bearing Purchaser’s name and/or logo, including without limitation, new coupon books for Loans.

d.Indemnification.

i.Seller will indemnify, hold harmless and defend Purchaser from and against all claims, losses, damages, costs, expenses, fees, liabilities, demands and obligations (“Damages”), including reasonable attorneys’ fees and expenses of litigation, arising out of or relating to (i) operations at the Branch (including injury or damage to persons or property) before the Effective Time (whether pursuant to any actions, suits or proceedings commenced or threatened before the Effective Time (other than proceedings to prevent or limit the consummation of the transactions contemplated hereby) or otherwise), including, but not limited, to
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those relating to the assets purchased and the liabilities assumed hereunder, (ii) the inaccuracy of any representation or warranty made by Seller in this

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Agreement or in any agreement delivered pursuant hereto or (iii) the breach by Seller of any covenant or agreement contained in this Agreement or in any agreement delivered pursuant hereto. It is understood that the obligations of Seller under this subsection (a) will survive the Closing Date.

i.Purchaser will indemnify, hold harmless and defend Seller from and against all Damages, including reasonable attorneys’ fees and expenses of litigation, arising out of or relating to (i) operations at the Branch by Purchaser after the Effective Time or (ii) the inaccuracy of any representation or warranty made by Purchaser in this Agreement or in any agreement delivered pursuant hereto or (iii) the breach by Purchaser of any covenant or agreement contained in this Agreement or in any agreement delivered pursuant hereto. It is understood that the obligations of Purchaser under this subsection (b) will survive the Closing Date.

ii.Subject to Section 12.4, a claim for indemnity under Sections 3.16(a) or (b) hereof may be made by the claiming party at any time prior to 24 months after the Closing Date by the giving of written notice thereof to the other party. Such written notice will set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any such claim is made within such 24 month period, the indemnity relating to such claim will survive until such claim is resolved. Claims not made within such 24 month period will expire and no indemnity under this Section 3.16 will be made thereon.

iii.In the event that any person or entity not a party to this Agreement makes any demand or claim or files or threatens to file any lawsuit, which demand, claim or lawsuit may result in any liability, damage or loss to one party of the kind for which such party is entitled to indemnification pursuant to Sections 3.16(a) or (b) hereof, then, after written notice is provided by the indemnified party to the indemnifying party of such demand, claim or lawsuit, the indemnifying party will have the option, at its cost and expense, to retain counsel for the indemnified party to defend any such demand, claim or lawsuit. In the event that the indemnifying party fails to respond within 10 business days after receipt of such notice of any such demand, claim or lawsuit, then the indemnified party will retain counsel and conduct the defense of such demand, claim or lawsuit as it may in its discretion deem proper, at cost and expense of the indemnifying party. In effecting the settlement of any such demand, claim or lawsuit, an indemnified party will act in good faith, will consult with the indemnifying party and will enter into only such a settlement as the indemnifying party will approve (such approval will not be unreasonably withheld, and such approval will be implied if the indemnifying party does not respond within five business days of its receipt of the notice of such a settlement offer); provided, that any such settlement will not be required to be approved by the indemnifying party so long as the settlement solely consists of the payment of money, and the indemnified party received a complete release in connection with the settlement.

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i.For the avoidance of doubt, the concept of “indemnity” as used in this Section
p.is intended to include, among others, claims between or among the parties and not involving any other person, as well as third-party claims. For purposes of quantifying Damages under this Section 3.16 (but not for determining whether any representation or warranty has been breached or is inaccurate) any representation or warranty that is qualified in scope as to materiality will be deemed to be made or given without such qualification.

1.The availability of indemnification under this Section 3.16 will not prevent Purchaser from seeking any other remedy otherwise available to it, whether at law or in equity. Any due diligence conducted by Purchaser or Purchaser's failure to discover or reveal to Seller a breach of a representation or warranty or other indemnifiable matter on or before the Closing Date will not limit, diminish or eliminate Purchaser's right to indemnification under this Section 3.16.

p.Right to Intervene. In the event that any claim, protest, suit or other proceeding is instituted or threatened against Purchaser relating to this Agreement or the Loans, other Assets or liabilities transferred to or assumed by Purchaser hereunder, Seller will have the right, at its discretion and expense, to intervene in such matter, and Purchaser hereby agrees to give prompt and prior notice thereof to Seller and consents to such intervention.

q.Assumption of Risks.

2.If the building or other improvements of the Branch are destroyed or materially damaged by fire or other casualty prior to the Closing Date and will not be substantially repaired or replaced or do not have insurance coverage which, in the reasonable determination of Purchaser, is sufficient to repair or replace such building or other improvements, Purchaser will have the right to terminate this Agreement with regard to the Branch or to accept the Branch as damaged together with any rights of Seller to receive insurance proceeds or to exercise any other rights of Seller following their assignment to Purchaser on the Closing Date.

3.As of the Effective Time, Seller will discontinue any casualty and liability insurance coverage maintained with respect to the premises of the Branch and all Assets. Purchaser will be solely responsible for all casualty losses and liability claims arising after the Effective Time.

4.On the Closing Date, Seller will discontinue providing any security for persons and property at the Branch, and Purchaser assumes all liabilities arising out of injury or damage to persons and property after the Effective Time.

r.Information Reporting. With respect to the Loans and Deposit Liabilities purchased and assumed by Purchaser pursuant to this Agreement, Seller will be responsible for reporting to the customer and to the Internal Revenue Service (and any state or local taxing
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authority as required) all interest paid or earned and similar information for all periods prior to the Effective Time, and Purchaser will be responsible for reporting such

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information for all periods on and after the Effective Time. Purchaser agrees to indemnify Seller for any penalty, interest, claim, fee (including reasonable attorneys’ fees and expenses) or other liability or expense which may be imposed upon or asserted against Seller as a result of Purchaser’s failure to comply with its obligations under this Section
3.19. Seller agrees to indemnify Purchaser for any penalty, interest, claim, fee (including reasonable attorneys’ fees and expenses) or other liability or expense which may be imposed upon or asserted against Purchaser as a result of Seller’s failure to comply with its obligations under this Section 3.19.

a.Restrictive Covenants of Seller.

1.For a period beginning on the date of this Agreement and continuing for a period of three (3) years following the Closing Date, Seller will not (and will cause its affiliates not to), directly or indirectly call upon or solicit the business of any customer of the Branch whose deposit account is assumed by Purchaser as a Deposit Liability or whose Loan is purchased by Purchaser (each, a “Restricted Customer”), or induce or attempt to induce any Restricted Customer not to do business or to reduce the amount of business done with Purchaser or the Branch after Closing; provided, however, these restrictions will not restrict Seller, its affiliates or any of their successors or assigns from using the newspaper, radio, television, internet or similar advertisements of a general nature (i.e., that are not specifically targeted or intended to target Restricted Customers). The parties understand and acknowledge that after the date of this Agreement, upon closing of the Merger, the Restricted Customers will become customers of Seller for the period from the closing of the Merger to the Closing Date and this paragraph has no effect on such fact.

2.For a period of three years after the Closing Date, Seller will not (and will cause its affiliates not to) solicit for employment any person who is employed as of the Closing Date at the Branch and becomes an employee of Purchaser at the Effective Time (it being understood that advertising and other recruiting efforts aimed at the general public will not violate the terms of this covenant).

3.For a period of one year following the Closing Date, Seller will not (and will cause its affiliates not to) establish a new branch, a loan production or deposit production office, or any other banking facility within 15 miles of the Branch.

b.Agreement Not to Close Branch. Purchaser hereby confirms that after the Closing Date, Purchaser will not close, consolidate or relocate the Branch for a period of 180 days following the Closing Date. Purchaser agrees that it shall be solely responsible for complying with any required branch closing or other notices to regulators and customers in the event Purchaser should at any time thereafter determine to close, consolidate or relocate the Branch.

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c.Solicitation of Accounts by Purchaser. Prior to the Closing Date, neither Purchaser nor any of its affiliates shall solicit customers of Seller (or any predecessor through merger or

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acquisition) through advertising specifically referencing or targeted to such customers nor transact their respective businesses in such a way which is reasonably likely to (a) induce such customers to close Deposit Liability accounts and open deposit accounts directly with Purchaser or any of its affiliates, or (b) result in the transfer of all or a portion of an existing Deposit Liability from Seller (or any predecessor through merger or acquisition). Notwithstanding the foregoing sentence, Purchaser and its affiliates shall be permitted to
(i) engage in advertising, solicitations or marketing campaigns not directed to or targeted at such customers, (ii) engage in lending, deposit, safe deposit, trust or other financial services relationships existing as of the date hereof with such customers through branch offices of Purchaser, (iii) respond to unsolicited inquiries by such customers with respect to banking or other financial services offered by Purchaser and (iv) provide notices or communications relating to the transactions contemplated hereby in accordance with the provisions hereof.

ARTICLE IV SELLERS EMPLOYEES AT BRANCH

a.Employment of Existing Branch Employees. Seller and Purchaser will cooperate in determining when to convene a meeting of the employees of Seller who are assigned to the Branch to disclose the execution of this Agreement and at which Purchaser will have an opportunity to speak to such employees, which shall occur not later than five (5) days after consummation of the Merger. After the execution of this Agreement, Purchaser agrees to interview as soon as reasonably practicable all employees of Seller who are then assigned to the Branch (“Employees”) as identified on Schedule 4.1, and will notify Seller within 60 days of execution hereof whether Purchaser intends to offer employment to such Employees. As of the Effective Time, the Employees who accept Purchaser’s offer of employment will become employees of Purchaser and will cease to be employees of Seller. Seller is responsible for the filing of Form W-2s with the Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each such retained Employee for periods ending on or prior to the Effective Time. Any Employees not hired by Purchaser will remain the responsibility of Seller, and Purchaser will have no liability or obligation to any such Employees. Any Employees hired by Purchaser whose employment is terminated (other than for cause) by Purchaser or any affiliate thereof within twelve (12) months following the Closing Date, shall be entitled to receive severance payments in an amount equal to two (2) weeks’ base pay for each full year of service based upon the employee’s date of hire (plus a prorated amount for each partial year of service, such service determined by taking into account service with the Seller, Purchaser and any affiliate of Purchaser), with a minimum of twelve (12) weeks’ of base pay.

It is understood and agreed that (a) Purchaser’s employment of any Employee as set forth in this Section 4.1 will not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of Purchaser to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions
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other than those that Purchaser may establish pursuant to individual offers of employment and (b) employment offered by Purchaser is “at will” and may be terminated by

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Purchaser or by a retained Employee at any time for any reason. Nothing in this Agreement will be deemed to prevent or restrict in any way the right of Purchaser to terminate, reassign, promote or demote any of the retained Employees after the Effective Time or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation or terms or conditions of employment of such retained Employees.

a.Credit for Service and Participation in Purchaser Benefit Plans. From and after the Closing Date, each Employee hired by Purchaser shall be provided employee benefits and compensation opportunities that are substantially equivalent to those provided to similarly situated employees of the Purchaser in accordance with the terms of Purchaser’s employee benefit plans commencing on the Closing Date. Purchaser will grant to the retained Employees credit for their respective service with Seller, including any service credited by Seller from predecessors by merger or acquisition, for purposes of determining their participation eligibility and vesting rights, but not for purposes of benefit accruals in any pension, thrift, profit-sharing, life insurance, disability and other employee benefit plans or programs now or hereafter maintained by or on behalf of Purchaser. Each Employee hired by Purchaser shall be eligible to participate in the medical, dental, or other welfare plans of Purchaser provided to similarly situated employees of the Purchaser, as such plans may exist, on and after the Closing Date, and Purchaser shall use its reasonable best efforts to cause any pre-existing conditions, provisions or actively at-work requirements of such plans to be waived with respect to any such hired Employee (it being understood that general requirements of formal employment with Purchaser shall not be waived). Purchaser shall use its reasonable best efforts to cause all hired Employees who cease participation in Seller’s medical and/or dental or other welfare plans on the Closing Date and become participants in a corresponding Purchaser plan to receive credit for all co-payments and deductibles paid under Seller’s medical and dental plans, upon substantiation, in a form satisfactory to Purchaser that such co-payments and/or deductibles or portion thereof have been satisfied.

b.Employee Contact. As soon as reasonably practicable following the date hereof, Seller will cooperate with Purchaser, to the extent reasonably requested and legally permissible, to provide Purchaser with information about the Employees, including providing Purchaser with the performance related portions of personnel files of those Employees who provide Seller with their written consent thereto and a means to meet with the Employees. Seller will provide the officers and authorized representatives of Purchaser the opportunity to meet with the Employees prior to the Closing Date for training purposes, at reasonable times and upon reasonable notice without interfering with the Branch’s normal business and operations, or the affairs of Seller directly related to the Branch. Seller acknowledges that the Employees may be requested to travel to other branches of Purchaser for such training and Seller agrees to cooperate with Purchaser in regard to such training and to encourage the Employees to also cooperate in such training programs. Seller will also provide the officers and authorized representatives of Purchaser
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an opportunity to meet with Seller’s employees who have technical and operational expertise with respect to the operations of the Branch for purposes of such

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employees providing technical or operational assistance to Purchaser prior to the Closing Date.

a.Responsibility of Seller for Compensation and Benefits.

i.Seller will comply with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for all of Seller’s former employees and other qualifying beneficiaries for whom COBRA qualifying events occurred before or coincident with the Effective Time and Purchaser will have no responsibility for any such coverage. Seller will pay and discharge and be responsible for any employee benefits arising under Seller’s employee benefit plans and employee programs prior to the Closing Date, including benefits with respect to claims incurred prior to the Closing Date but reported after the Closing Date and benefits to employees on temporary leave of absence for medical purposes or on short term disability immediately prior to the Closing Date (“Leave Employees”) prior to such Leave Employees beginning work with Purchaser. Seller will indemnify and hold Purchaser harmless from all loss, cost, damage or expense, including reasonable attorneys’ fees, arising as a result of any alleged violation of COBRA or the Workers Adjustment and Retraining Notification Act to which Seller is subject or is alleged to be subject.

ii.Seller will pay, discharge, and be responsible for, and will indemnify Purchaser and its affiliates for, (i) all salary, wages (including, without limitation, payment for any and all paid time off, vacation, sick time or personal days accrued by the Employees as of the Effective Time Date), bonuses, commissions and any other form of compensation (including, without limitation, any deferred compensation) arising out of the employment of the Employees prior to or on the Closing Date, and (ii) any employee benefits under Seller’s employee benefit plans arising out of Seller’s employment of the Employees, including, without limitation, welfare benefits with respect to claims incurred prior to or on the Closing Date but reported after the Closing Date. Seller shall vest all retained Employees in any accrued benefits earned under Seller’s qualified retirement plan as of the Closing Date.

iii.Seller and Seller’s employee benefit plans will retain responsibility for all claims incurred by employees of Seller (in accordance with the terms of such plans with respect to claims incurred), including, without limitation, those made by Employees, or relating to events occurring, prior to or on the Closing Date.

iv.Seller will be solely and fully responsible for the Employees not hired by Purchaser in the transfer of Employees to other positions with Seller or in the termination of their employment with Seller. To the extent Seller is terminating any Employees not hired by Purchaser, Seller will be fully and completely responsible for such termination(s), paying those certain Employees all accrued wages, commissions, vacation pay and any other compensation due and owing,
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and providing notice of such Employees rights and obligations pursuant to COBRA and administering COBRA benefits, as applicable.


ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows, which representations and warranties will survive the Closing Date as provided in Section 12.4 hereof:

a.Corporate Organization. Seller is a Maine state chartered bank duly organized, validly existing and in good standing under the laws of the State of Maine. Seller has the corporate power and authority to own and operate the properties at the Branch, including, without limitation, the Assets, to carry on its business at the Branch as presently conducted, to execute, deliver and perform this Agreement and all related agreements and to effect the transactions contemplated hereby.

b.Corporate Authority. The execution and delivery of this Agreement and all related agreements by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate actions on the part of Seller. This Agreement and all related agreements and instruments executed and delivered by Seller pursuant hereto have been and will be duly executed by Seller and constitute and will constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject to the provisions of federal and other applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and subject to general equity principles, which may limit enforcement of certain remedies.

c.Assets.

i.Upon consummation of the Merger, Seller will have good and marketable title to the Assets, and upon consummation of the transactions contemplated herein, Purchaser will have good and marketable title to the Assets, free and clear of all Liens.

ii.Seller represents and warrants to Purchaser, as of the date of consummation of the Merger and on the Closing Date, with respect to each Loan listed on Schedule 1.2(a) as follows:

1.Schedule 1.2(a) sets forth as to each Loan (i) the unpaid principal balance of such Loan as of the date of this Agreement, (ii) the book value of such Loan, (iii) whether taxes, insurance or other amounts are escrowed for such Loan and the balance of any escrow account as of the date of this
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Agreement, and (iv) whether the Loan is in foreclosure, or non-accrual or non-performing status, or the borrower is (or has been in the past) in

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breach of the terms thereof. The information and descriptions concerning each Loan contained in Schedule 1.2(a) are complete, true and correct, and Seller will deliver to Purchaser at the Closing an updated Schedule 1.2(a) as of the Closing Date.

1.The “Purchase Price” for each Loan set forth on Schedule 1.2(a) is the amount that is the lesser of (i) the unpaid principal balance of the Loan on the Closing Date, and (ii) Seller’s book value of the Loan (after giving effect to all write-downs or charge-offs related to the Loan). Seller’s practices with respect to write-downs and charge offs related to the Loans have complied with applicable laws and regulations and with generally accepted industry standards and practices.

2.Upon consummation of the Merger, Seller (i) will be the sole and lawful owner of each Loan and the servicing rights related thereto and no third- party will have any interest or participation in any Loan; (ii) will have good and marketable title to the Loans and the servicing rights, free and clear of all security interests, liens, pledges, charges, encumbrances, or any interests of any other party, except as to those Loans identified on Schedule 1.2(a) hereto which are serviced by third parties; (iii) will have the full right and authority to assign and transfer each Loan and servicing rights to Purchaser without the necessity of obtaining any third party’s consent; and (iv) upon transfer Purchaser shall become the lawful owner and holder of each Loan free and clear of all claims by any third party. There has been no previous sale, assignment, pledge or hypothecation of any Loan or related servicing rights by Seller.

3.Each (i) Loan, (ii) note, (iii) mortgage, and (iv) other contract or agreement relating to each Loan, including, without limitation, all guarantees, security interests and security agreements, is in every respect genuine and complete and what it purports to be, and is the legal, valid and binding obligation of each borrower thereunder, enforceable against the borrower in accordance with its terms and is free from all claims, defenses, rights of rescission, any discount, allowance, set-off, counterclaim, presently pending bankruptcy or other defenses or contingent liability by any borrower which could adversely affect the value or collectability of any Loan. None of the notes, mortgages, contracts, agreements or other documents contained in the loan files, including applications, is forged or has been entered into by any persons without the required legal capacity or is otherwise the product of fraud.

4.All notes, mortgages, security agreements, guarantees, loan files, magnetic or computer tapes, exhibits, schedules and every document or report delivered, or to be delivered, by Seller to Purchaser accurately and
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completely reflect the facts stated therein in all material respects, including, without limitation, the outstanding principal balances or other

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charges or payment due under the Loans, and any and all other significant events relating to the Loans.

1.With respect to each Loan, all costs, fees and expenses incurred in making, closing and recording any applicable mortgage have been paid and the full principal amount of the note has been disbursed or advanced to the borrower or disbursed or advanced according to the written direction of the borrower. In all material respects, each Loan is valid and complies with all applicable laws and regulations, including, but not limited to, the Truth-In-Lending Act, Real Estate Settlement and Procedures Act, Home Ownership and Equity Protection Act of 1994, Consumer Credit Protection Act, Equal Credit Opportunity Act, Fair Housing and Disclosure Act, Regulation Z, and the Home Mortgage Disclosure Act.

2.In connection with the origination, acquisition, ownership, servicing, execution and content of all Loans, all applicable federal and state laws, rules and regulations, including the Acts have been, and are being, complied with in all material respects, by Seller and any predecessor in interest of Seller; and all information required to be disclosed to the borrower pursuant to the applicable law or regulation has been properly and accurately disclosed to the borrower by Seller or a predecessor in interest of Seller, as the case may be, in material compliance and in accordance with applicable law and regulation. Each borrower has duly executed appropriate evidence indicating that such borrower has received the disclosure materials as required by applicable law and regulations, and such evidence is, in each instance, located in the relevant loan file. For each Loan that has private mortgage insurance, such insurance is valid and in full force and effect.

3.None of the Loans has been modified or restructured in any way, including troubled debt restructurings. No borrower has been released, in whole or in part, from liability or obligations in respect of any Loan and no property or other collateral has been released from the lien.

4.No Loan has been satisfied, prepaid in full, cancelled, subordinated or rescinded, or foreclosed upon, in whole or in part.

5.Each Loan is secured by a first and paramount Lien in and on the relevant collateral, and, if applicable, any mortgage has been duly executed by the borrower and properly acknowledged and filed or recorded in the appropriate office for public recordation, and all security interests have been perfected in accordance with applicable law and all applicable fees relating thereto have been paid. There are no facts that would give rise to a challenge to any guarantee’s validity or enforceability. When each Loan was originated or acquired, the related mortgaged or pledged property was
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free and clear of all mechanics’, materialmen’s, and similar liens and no rights were outstanding at that time that under law could give rise to any such liens that could be prior to, or equal in priority with the lien of the mortgage or other security interest and to Seller’s knowledge, no such liens have been filed, are pending or have been threatened.

1.With respect to each Loan, no instruments other than those to be delivered pursuant hereto are required in order to evidence the indebtedness that exists with respect to the Loan or the first Lien of Seller in the related collateral, or to transfer and assign such Lien to Purchaser.

2.The servicing and collection procedures used with respect to each Loan have been in all respects legal, proper and prudent, and with respect to escrow deposits, there exists no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.

3.With respect to each of the Loans, upon Consummation of the Merger, Seller will have insurance certificates evidencing that any pledged or mortgaged property is insured by an insurer licensed to do business in the state where such pledged or mortgaged property is located and generally acceptable in the industry against loss by fire, theft, vandalism and hazards as are customarily insured against in the area in which the pledged mortgaged property is located, in an amount which is at least equal to the outstanding principal balance of the related Loan, all such insurance is currently in force and effect and Seller has received no cancellation notices with respect to such insurance coverage. If any mortgaged property is in an area as having special flood hazards and, as of the date of origination or acquisition of the Loans, Seller (or any predecessor by merger or acquisition) was required to maintain flood insurance on the Loans, a flood insurance policy meeting applicable requirements is in full force and effect with a generally acceptable insurance carrier, in an amount not less than the outstanding principal balance of the Loan. Upon closing of the Merger, all insurance policies will contain a standard mortgagee clause naming Seller (or any predecessor by merger or acquisition), its successors and assigns as an additional insured, and a provision for notice to mortgagee in the event of cancellation of the policy.

4.Seller has received no notice of, and otherwise has no knowledge of, any pending or threatened proceeding for the total or partial condemnation of any mortgaged or pledged property. The mortgaged or pledged property, when the Loan was originated or acquired, was in good repair and free and clear of any damage that would affect materially and adversely the value of the mortgaged or pledged property as security for the Loan or the use for which the mortgaged or pledged property was intended.

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1.Each Loan that is a mortgage loan is insured by an ALTA Mortgage Title Insurance Policy, valid and binding in the jurisdiction where the related mortgaged property is located, insuring Seller (or any predecessor by merger or acquisition), its successors and assigns, as to the first priority lien of the mortgage in the original principal amount of the Loan, as increased by deferred and capitalized interest, if applicable, and subject only to permitted exceptions. Notwithstanding anything to the contrary herein, Purchaser shall not be obligated to purchase any Loan if, in its reasonable judgment, it is unsatisfied with any exceptions to title.

2.Except as set forth in Schedule 5.3(b)(xvi), there is no material default, breach, violation or event of acceleration existing under any Loan, and Seller has not waived any default, breach, violation or event of acceleration pertaining to any Loan. None of the Loans is delinquent, and no monthly payment has been 30 or more days past due during the last 12- month period.

3.The details and information relating to the servicing of the Loans contained in the files, or otherwise delivered to Purchaser, including the payment history, are true, complete and correct in all material respects.

4.No borrower has any right or option to borrow any additional funds in connection with any of the Loans.

5.The appraisal, if any, contained in each file was made and signed, prior to the approval of the Loan application, by a duly licensed or certified appraiser.

i.Seller has delivered to Purchaser a complete and correct copy of the Real Property Lease, and any amendments thereto. Such Lease is valid and subsisting and there does not exist with respect to Seller’s (or any predecessor by merger or acquisition) or, to the knowledge of Seller, landlord’s obligations thereunder any material default or event or condition which, after notice or lapse of time or both, would constitute a material default thereunder. To the knowledge of Seller, there is no condemnation proceeding pending or threatened which would preclude or impair the use of the Branch as presently being used in the conduct of business of Seller (or any predecessor by merger or acquisition).

ii.The Fixed Assets are all of the material tangible assets owned or leased by Seller (or any predecessor by merger or acquisition) and used by it to conduct the business of the Branch as of the date hereof. The banking equipment which constitutes a part of the Fixed Assets, taken as a whole, is in good operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear. Upon consummation of the Merger, Seller will have good and marketable title to said Fixed Assets, free and clear of all Liens.
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i.No notice of any violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the operation of the Branch has been received by Seller (or any predecessor by merger or acquisition). To Seller’s knowledge, there are no zoning ordinances, material building codes, use or occupancy restrictions pending or, to Seller's knowledge, threatened with respect to the Branch and to Seller’s knowledge, the Branch has been operated in all material respects in accordance with applicable laws, rules, and regulations.

a.No Violation. Neither the execution and delivery by Seller of this Agreement or any related agreements, nor the consummation by Seller of the transactions contemplated hereby or thereby, will violate, conflict with, breach, result in a default under or result in acceleration of payment or other obligations, or create a lien, charge or encumbrance, under (a) the charter or bylaws of Seller, (b) any provision of any material agreement or any other material restriction to which Seller is a party or by which Seller or any of its properties is bound, or (c) any statute, law, decree, regulation or order of any governmental authority (assuming the Regulatory Approvals are obtained).

b.Deposits. All of the Deposit Liabilities were issued and remain in compliance in all material respects with all applicable laws, orders and regulations and are insured by the FDIC to the maximum extent provided in the rules and regulations of the FDIC, and were acquired in the ordinary course of business. No action is pending or threatened by the FDIC with respect to the termination of such insurance. Upon consummation of the Merger, the Deposit Liabilities will be genuine and enforceable obligations of Seller. The balance of each deposit account included in the Deposit Liabilities as shown on Seller’s books and records as of the close of business on the Closing Date will be true and correct. The Deposit Liabilities are not subject to any claims with respect to such Deposit Liabilities that are superior to the rights of the persons shown on the records delivered to Purchaser indicating the owners of the Deposit Liabilities, other than claims against such owners of the Deposit Liabilities, such as state and federal tax liens, garnishments and other judgment claims, which have matured or may mature into claims against the respective Deposit Liabilities. Upon consummation of the Merger, Seller will have the right to transfer or assign each of the Deposit Liabilities to Purchaser subject to receipt of applicable Regulatory Approvals.

c.Statements True and Correct. No representation or warranty made by Seller nor any statement, certificate or instrument furnished or to be furnished to Purchaser by Seller pursuant to this Agreement contains or will contain any material untrue statement of fact.

d.Compliance with Laws. Seller (or any predecessor by merger or acquisition) has complied in all material respects with all laws, regulations and orders applicable to the operation of the Branch. No notice or warning has been received from any governmental authority with respect to any failure or alleged failure of Seller (or any predecessor by merger or acquisition) or the Branch to comply in any respect with any law, regulation or order.

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a.Environmental Matters. To the knowledge of Seller, there are no present or past conditions on the Branch involving or resulting from a past or present storage, spill, discharge, leak, emission, injection, escape, dumping or release of any kind whatsoever of any hazardous materials or from any generation, transportation, treatment, storage, disposal, use or handling of any hazardous materials. Seller (or any predecessor by merger or acquisition) has not received notice of, nor are there outstanding or, to the knowledge of Seller, pending, any public or private claims, lawsuits, citations, penalties, unsatisfied abatement obligations or notices or orders of non-compliance relating to the environmental condition of the Branch. The Branch is not currently undergoing remediation or cleanup of hazardous materials or other environmental conditions. To Seller’s knowledge, there is no material environmental defect in or associated with the real property on which the Branch is operated (the “Leased Property”) resulting from actions or omissions to act of Seller. Seller (or any predecessor by merger or acquisition) has not received written notification from any person that any hazardous substance, as defined under Section 104(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), has been disposed of, buried beneath, percolated beneath or otherwise exists on the Leased Property.

b.Litigation. There are no claims, actions, suits or proceedings of any kind in any court or before any governmental authority or arbitration board or tribunal which are pending, or to the knowledge of Seller, threatened or contemplated, against, or otherwise affecting Seller (or any predecessor by merger or acquisition) and/or the Assets or the Deposit Liabilities or other liabilities being assumed by Purchaser hereunder or that challenge the validity or legality of the transactions contemplated by this Agreement. There is no decree, judgment or order of any kind in existence, against, affecting or restraining Seller or any of its officers, employees, or directors, from taking any actions of any kind in connection with the performance of this Agreement and the transactions contemplated hereby.

c.Employee Matters. Except as disclosed on Schedule 5.10, there are no employment contracts, change in control agreements, termination benefit agreements or severance agreements between Seller (or any predecessor by merger or acquisition) and any of the Employees. Seller is not a party to any contract or arrangement with any union relating to the business conducted at the Branch and Seller is not aware of any pending organizational efforts at the Branch. Schedule 5.10 sets forth a true and correct list of all employees of the Branch, their respective titles, full or part time status, salaried or hourly status, and salary or hourly rate in effect on the date of this Agreement (which will be updated as of the Closing Date), any and all bonus or incentive or other compensation arrangements or commitments, for the Employees individually or as a group.






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d.ERISA.

i.Schedule 5.11(a) lists each employee benefit plans (as defined under Section 3(3) of the Employee Retirement Income Security Act (“ERISA”)) whether or not subject to ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, bonus, deferred compensation, medical, life insurance, supplemental

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retirement, severance or other benefit plans, programs or arrangements and employment agreements, whether written or unwritten, that are currently effective and under which Seller and any entity with which Seller would be deemed a “single employer” within the meaning of ERISA Section 4001 (“ERISA Affiliate”) has any current or future obligation for the benefit of any Employee.

i.Neither Seller nor any ERISA Affiliate has any liability or liabilities under any employee benefit plan that will become a liability or liabilities of Purchaser or any affiliate of Purchaser or result in any Lien on the Assets or on any other assets of Purchaser or Purchaser’s affiliates.

ii.None of the Assets (i) are “plan assets” of any employee benefit plan, (ii) are subject to any Lien relating to any employee benefit plan under ERISA, the Code or otherwise, or (iii) otherwise have been identified or earmarked as available for or relating to benefits under any employee benefit plan.

a.No Broker Fees. Seller has not involved any broker in arranging this transaction. Seller will indemnify and hold harmless Purchaser in the event any broker claims a fee or commission is due as a result of the representation of Seller in this transaction.

b.Taxes.

i.Except as would not, individually or collectively, materially and adversely affect the Assets or Purchaser’s use of the Assets: (i) Seller has timely filed all Tax returns required to be filed by it, and all such Tax returns were true, correct and complete in all respects, (ii) Seller has timely paid all Taxes required to be paid, whether or not such liability for Taxes was reflected in any Tax return filed by Seller, and (iii) Seller has withheld and paid all Taxes required to have been paid by it in connection with amounts paid or owing to any employee, independent contractor, creditor or stockholder thereof or other third party. There are no Liens for Taxes with respect to the Assets other than Liens for Taxes that are not yet due and payable, and Seller has not received written notice that any such Liens are pending or threatened.

ii.All Tax liabilities attributable to the operations of Seller in general, the operations of Seller at the Branch in particular, or the Assets through the Closing Date shall be the responsibility of Seller, and no such Tax liability will result in a Lien on, or otherwise negatively impact, the Assets.







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iii.For purposes of this Agreement:

1.Taxes” means all taxes, assessments, charges, duties, fees, levies and other governmental charges, including income, franchise, capital stock, real property, personal property, tangible, intangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, license, occupation,

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registration, stamp, premium, environmental, customs duties, alternative or add-on minimum, estimated, gross receipts, value-added and all other taxes of any kind imposed by any governmental authority, whether disputed or not, and any charges, interest or penalties imposed by any governmental authority.

1._ “Tax Return” means any report, return, declaration or other information required to be supplied to a governmental authority in connection with Taxes, including estimated returns and reports of every kind with respect to Taxes.

a.Books, Records, Documentation, Etc. The books and records of the Branch are correct, accurate and complete in all material respects, have been maintained in a consistent and customary manner, and are in material compliance with all applicable federal and state laws and regulations and customary banking practices. The deposit and lending related forms, notices, statements and related documentation, as well as Seller’s (or any predecessor by merger or acquisition) policies, procedures and practices with respect thereto used at the Branch, comply in all material respects with applicable federal and state laws and regulations and customary banking practices.

b.Condemnation Proceedings; Zoning Variations. Seller (or any predecessor by merger or acquisition) has received no written notice of any pending or threatened, nor is it aware of any contemplated, condemnation proceeding affecting or relating to the Branch. Seller (or any predecessor by merger or acquisition) has no knowledge of receipt of any written notice from any governmental authority of any uncorrected violations of zoning and/or building codes relating to the property subject to the Real Property Lease, or knowledge of the intention of any such authority to provide such notice.

c.Operations Lawful. The conduct of banking business at the Branch is in compliance in all material respects with all federal, state, county and municipal laws, ordinances and regulations applicable to conduct of such business.

d.Insurance. Seller (or any predecessor by merger or acquisition) maintains such insurance on the Branch and the Fixed Assets as may be required or as is customary in the business of banking.

e.Assumed Contracts and Office Lease. Schedule 5.18 sets forth a true and accurate listing of all contracts and agreements related to the Branch to be assumed by Purchaser. Each such contract or agreement is valid and subsisting and in full force and effect in accordance with its terms, Seller is not in breach thereunder, and Seller has no knowledge of any actual or threatened breach or threatened termination of any such contract or agreement or claims or defenses thereto by any other party thereto.

f.Regulatory Matters. Except as set forth in Schedule 5.19, Seller is not subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any
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written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or

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directive by any federal, state or local government agency, except to the extent that any of the foregoing is subject to regulatory confidentiality restrictions prohibiting its disclosure to Purchaser, and Seller has not been advised orally that any federal, state or local government agency is considering issuing, initiating, ordering, or requesting any of the foregoing, except to the extent that any such advice is subject to regulatory confidentiality restrictions prohibiting its disclosure to Purchaser.

a.Mechanic's Liens. Seller has paid or will pay in full prior to Closing all bills and invoices for labor and material of any kind arising from the ownership, operation, management, repair, maintenance, or leasing as tenant under the Real Property Lease, and no actual or potential mechanic's lien or other claims are outstanding or available to any party in connection with the ownership, operation, management, repair, maintenance, or leasing as tenant of said properties.

b.Condition of Building. To the knowledge of Seller, the Building, including all of its systems, is in good condition and repair. Seller (and any predecessor by merger of acquisition) has no knowledge of any material defect with respect to the condition of the Building.

ARTICLE VI
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows, which representations and warranties will survive the Closing Date as provided in Section 12.4 hereof:

a.Corporate Organization. Purchaser is a federally chartered commercial bank, duly organized and validly existing under the laws of the United States. Purchaser has the corporate power and authority to own the Assets at the Branch being acquired, to assume the liabilities and obligations being assumed hereunder, including, without limitation, the Deposit Liabilities of the Branch; to execute, deliver and perform this Agreement and all related agreements; and to effect the transactions contemplated hereby.

b.Corporate Authority. The execution and delivery of this Agreement and all related agreements by Purchaser, and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate actions on the part of Purchaser. This Agreement and all related agreements executed and delivered by Purchaser pursuant hereto, including, without limitation, all instruments confirming the assumption by Purchaser of the obligations and liabilities of Seller contemplated hereby, have been and will be duly executed by Purchaser and constitute and will constitute the valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, subject to the provisions of federal and other applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and subject to general equity principles, which may limit enforcement of certain remedies.
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a.No Violation. Neither the execution and delivery by Purchaser of this Agreement or any related agreements, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will violate, conflict with, breach, or result in a default under (a) the charter or bylaws of Purchaser, (b) any provision of any agreement or any other restriction to which Purchaser is a party or by which Purchaser or any of its properties is bound, or (c) any statute, law, decree, regulation or order of any governmental authority (assuming the regulatory approvals are obtained); provided, however, that in the case of the foregoing clauses (b) and (c), except as would not be reasonably expected, individually or collectively, to have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement.

b.Approvals and Consents. Other than the Regulatory Approvals, no notices, reports or other filings are required to be made by Purchaser with, nor are any consents, registrations, approvals or authorizations required to be obtained by Purchaser from, any governmental or regulatory authorities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder by Purchaser, the failure to make or obtain any or all of which would be reasonably expected to prohibit Purchaser from being able to fulfill its obligations hereunder.

c.Regulatory Matters. Purchaser is not subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by any federal, state or local government agency, except to the extent that any of the foregoing is subject to regulatory confidentiality restrictions prohibiting its disclosure to Seller, and Purchaser has not been advised orally that any federal, state or local government agency is considering issuing, initiating, ordering, or requesting any of the foregoing, except to the extent that any such advice is subject to regulatory confidentiality restrictions prohibiting its disclosure to Seller;

d.Litigation. There are no claims, actions, suits or proceedings of any kind in any court or before any governmental authority or arbitration board or tribunal which are pending, or to the knowledge of Purchaser, threatened or contemplated, against, or otherwise affecting Purchaser that challenge the validity or legality of the transactions contemplated by this Agreement. There is no decree, judgment or order of any kind in existence, against, affecting or restraining Purchaser or any of its officers, employees, or directors, from taking any actions of any kind in connection with the performance of this Agreement and the transactions contemplated hereby.

e.No Broker Fees. Purchaser has not involved any broker in arranging this transaction and will indemnify and hold harmless Seller in the event any broker claims a fee or commission is due as a result of the representation of Purchaser in this transaction.

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f.Tax Covenant. All Tax liabilities attributable to the operations of Purchaser in general, the operations of Purchaser at the Branch in particular, or the Assets after the Closing Date shall be the responsibility of Purchaser.

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a.Regulatory Covenants. From the date hereof through the Closing Date, Purchaser shall
i.remain at least “adequately capitalized”, as defined in the FDIA, (ii) meet all capital requirements, standards and ratios required by each state or federal bank regulator with jurisdiction over Purchaser, including without limitation, any such higher requirement, standard or ratio as shall apply to institutions engaging in the acquisition of insured institution deposits, assets or branches and (iii) maintain at least a “satisfactory” CRA rating. Purchaser shall take no action which would adversely affect or delay the receipt of any Regulatory Approval.


ARTICLE VII
CONDUCT OF BUSINESS PENDING THE CLOSING DATE

a.Conduct of Business. From the closing date of the Merger to the Closing Date, and except as otherwise consented to in writing by Purchaser:

i.Seller will carry on the business of the Branch substantially in the same manner as it has been before the execution of this Agreement, and Seller will not, with regard to the Branch, engage in any activities or transactions outside its ordinary course of business as conducted as of the date hereof except for activities or transactions contemplated by this Agreement, provided, however, that Seller need not, in its sole discretion, advertise or promote new or substantially new customer services in the principal market area of the Branch.

ii.Seller will use its best efforts to preserve its business operation as conducted at the Branch; maintain generally the employment of Employees at the Branch, except that Seller will not be precluded from making employment-related determinations on a case-by-case basis (provided, that no Employee will be transferred to or from another branch of Seller after the date hereof without the prior written consent of Purchaser); preserve for Purchaser the goodwill of its customers and others doing business with the Branch; not reduce the service charges on any deposit product or fee-based product (e.g., money orders, cashier’s checks) unless such reduction is implemented generally in Seller’s other branches; and cooperate with and assist Purchaser in assuring the orderly transition of such business from Seller to Purchaser. Nothing herein will be construed as requiring Seller to engage in any activities or efforts outside the ordinary course of business as presently conducted.

iii.Seller will not: (i) grant any increase in compensation or benefits to the Employees or officers at the Branch except as part of Seller’s normal annual compensation review process or required by contract or law, which increases will not exceed 4% in the aggregate for all such employees and officers, (ii) pay any bonus except pursuant to Seller’s normal annual compensation program, or (iii)
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enter into any severance, change in control or termination benefit agreements with any Employees or officers at the Branch.

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i.Except as may be required by regulatory authorities, Seller will not, without the prior written consent of Purchaser: (i) transfer to Seller’s other offices or otherwise any Assets identified on Schedule 1.2(a), (ii) transfer to Seller’s other offices or otherwise any Deposit Liabilities (it being understood that the Excluded Deposits as defined in Schedule 1.5(d) and any other deposits not being transferred pursuant hereto are not included in such prohibition against transfer) except upon the unsolicited request of a depositor in the ordinary course of business, (iii) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding, or negotiate with any party with respect to entering into a contract, agreement or understanding, to transfer, assign, encumber or otherwise dispose of any or all of the Assets or Deposit Liabilities, except pursuant to this Agreement, (iv) invest in any fixed assets or improvements to the Branch except for replacements of furniture, furnishings and equipment required to be purchased or made in the ordinary course of business, (v) enter into any contract, commitment, lease or other transaction relating to the Branch that requires aggregate future payments in excess of $5,000, or (vi) sponsor any promotional programs to increase the deposit liabilities at the Branch, offer interest rates on deposits that exceed prevailing market rates, or offer interest rates on deposits at the Branch that are more favorable than the rates offered at Seller’s other Branches.

ii.Successor Trustee. Seller will designate Purchaser as successor trustee as to any IRA or Keogh plan account constituting a Deposit Liability, and transfer the trusteeship of all such IRA and Keogh plan accounts to Purchaser as of the Effective Time in form and substance acceptable to Purchaser.

ARTICLE VIII
CONDITIONS TO PURCHASERS OBLIGATIONS

The obligations of Purchaser to complete the transactions provided for in this Agreement are conditioned upon the fulfillment, at or before the Closing Date, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser, except for the conditions in Section 8.5, which cannot be waived by Purchaser):

a.Representations and Warranties True. The representations and warranties made by Seller in this Agreement that are qualified by a reference to materiality must have been true and correct in all respects when made and must be true and correct in all respects on and as of the Closing Date as though such representations and warranties were made at and as of such time, and the representations and warranties made by Seller in this Agreement that are not so qualified must have been true and correct in all material respects when made and must be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such time.
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a.Obligations Performed. Seller must have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

b.Certificate of Compliance. Seller must have delivered to Purchaser a certificate of its President or any Executive Vice President, dated at the Closing Date, certifying the fulfillment of each of the foregoing conditions.

c.No Adverse Litigation. On the Closing Date, no action, suit or proceeding is threatened or pending against Purchaser or Seller which might reasonably be expected to (i) materially and adversely affect the business, properties and assets of the Branch or (ii) materially and adversely affect the transactions contemplated by this Agreement.

d.Regulatory Approvals. Purchaser must have received from the appropriate regulatory authorities all regulatory approvals (i) of the transactions contemplated hereby and (ii) to operate the Branch as a branch of Purchaser and all notice and waiting periods required by law must have expired. Seller must not have been notified by any regulatory authority that discontinued operation of the Branch by Seller would be a violation of any statute, regulation or policy of any regulatory authority; no proceedings to enjoin, prohibit, restrain, or invalidate transactions contemplated by this Agreement has been instituted or threatened; and any conditions of any regulatory approvals have been met. Such regulatory approvals must not have imposed any condition that is materially disadvantageous or burdensome to Purchaser.

e.FIRPTA. Seller must have executed and delivered to Purchaser a certificate, dated as of the Closing Date, that meets the requirements of Treasury Regulation Section 1.1445- 2(b) and is signed by an authorized officer of Seller to the effect that Seller is not a “foreign person” as defined in Section 1445 of the Code.

f.Updated List of Loans. Seller must have delivered to Purchaser an updated Schedule 1.2(a) and any other schedules or exhibits required to be updated as of the Closing Date.

ARTICLE IX CONDITIONS TO SELLERS OBLIGATIONS

The obligations of Seller to complete the transactions provided for in this Agreement are conditioned upon the fulfillment, at or before the Closing Date, of each of the following conditions (all or any of which may be waived in whole or in part by Seller except for the conditions in Section 9.5 which cannot be waived by Seller):

a.Representations and Warranties True. The representations and warranties made by Purchaser in this Agreement that are qualified by a reference to materiality must have been true and correct in all respects when made and must be true and correct in all respects on and as of the Closing Date as though such representations and warranties
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were made at and as of such time, and the representations and warranties made by Purchaser in this Agreement that are not so qualified must have been true and correct in

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all material respects when made and must be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such time.

a.Obligations Performed. Purchaser must have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it prior to or at the Closing Date.

b.Certificate of Compliance. Purchaser must have delivered to Seller a certificate of its President or any Executive Vice President, dated at the Closing Date, certifying the fulfillment of each of the foregoing conditions.

c.No Adverse Litigation. On the Closing Date, no action, suit or proceeding is threatened or pending against Purchaser or Seller which might reasonably be expected to materially and adversely affect the transactions contemplated by this Agreement.

d.Regulatory Approvals. Purchaser must have received from the appropriate regulatory authorities all regulatory approvals (i) of the transactions contemplated hereby and (ii) to operate the Branch as a branch of Purchaser, and all notice and waiting periods required by law must have expired. Seller must not have been notified by any regulatory authority that discontinued operation of the Branch by Seller would be a violation of any statute, regulation or policy of any regulatory authority, and no proceedings to enjoin, prohibit, restrain, or invalidate transactions contemplated by this Agreement will have been instituted.

e.Consummation of the Merger. The Merger must have been consummated before the Closing Date.

ARTICLE X REPURCHASE OF DEFECTIVE LOANS

a.Notice of Defective Loans to Seller. Upon discovery by Purchaser or Seller of a Loan that breaches any representation or warranty made by Seller in this Agreement (a “Defective Loan”), the party that discovered such Defective Loan will provide written notice within 10 business days of such defect to the other party (if given by Purchaser, the “Purchaser’s Notice”).

b.Right to Cure. Seller will have the right and option to cure a Defective Loan, which is reasonably curable; provided, that such a cure, satisfactory to Purchaser, is completed within 30 calendar days of Seller’s discovery of the Defective Loan or Seller’s receipt of Purchaser’s Notice referenced in Section 10.1, or such shorter period as may be required by applicable law (“Cure Period”).

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c.Obligation to Repurchase. Seller will be obligated to repurchase at the purchase price of such Loan plus (a) accrued interest to the date of repurchase, less (b) interest paid as of the date of repurchase (the “Repurchase Price”) any Defective Loan that is not, or is

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incapable of being, cured to Purchaser’s satisfaction during the Cure Period. Seller will repurchase the Defective Loan within 15 business days of the expiration of the Cure Period at the Repurchase Price.

a.Reassignment to Purchaser. Upon any repurchase of a Defective Loan hereunder, Purchaser will endorse over, reassign, deliver and transfer to Seller (a) all portions of the Defective Loan and related note with appropriate completed endorsements, which will be without recourse and without representation or warranty, so as to vest Seller with title to the reassigned Loan; and (b) deliver to Seller a recordable assignment of any applicable mortgage, unless the defect in the Defective Loan prevents compliance with (a) and (b). Purchaser will execute such other documents as Seller may reasonably request to accomplish the transfer

b.General. The rights granted to Purchaser in this Article X will be in addition to Purchaser’s right to indemnification under Section 3.15, and Purchaser may exercise such rights in its discretion without any order of priority. Any due diligence conducted by Purchaser or Purchaser’s failure to discover or reveal to Seller a breach of a representation or warranty on or before the Closing Date will not limit, diminish or eliminate Purchaser’s right to the remedies under this Article X.

c.Limitation on Repurchase Obligation. Seller’s repurchase obligations under this Article X will expire on the second anniversary of the Closing Date. Notwithstanding the foregoing, any repurchase pending under this Article X prior to the second anniversary of the Closing Date will be unaffected and may be completed pursuant to the terms hereof after such date. Thereafter, Seller will have no obligation to repurchase any Loans unless otherwise required by applicable law. Seller’s repurchase obligations under this Article X shall not apply if any federal or state regulatory authority informs Seller that it is not permitted to effectuate any repurchase.


ARTICLE XI TERMINATION

a.Methods of Termination. This Agreement may be terminated in any one of the following ways:

i.at any time on or before the Closing Date by the mutual consent in writing of Purchaser and Seller;

ii.by Purchaser in writing if the conditions set forth in Article VIII of this Agreement have not been met by Seller or waived in writing by Purchaser before the date required by this Agreement;

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iii.by Seller in writing if the conditions set forth in Article IX of this Agreement have not been met or waived in writing by Seller before the date required by this Agreement;

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i.at any time on or before the Closing Date by Purchaser or Seller in writing if the other has breached any representation or warranty in any material respect (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or breached any covenant, undertaking or obligation contained herein, and such breach (if curable) has not been cured by the earlier of 30 calendar days after the giving of notice to the breaching party of such breach or the Closing Date;

ii.by either Seller or Purchaser in writing at any time after any of the Regulatory Approvals has been denied and is not appealable or Purchaser has not sought such appeal in a timely manner; and

iii.by either Seller or Purchaser in writing if the transactions contemplated hereby are not consummated on or before 180 days from the closing date of the Merger or
a.April 30, 2021, in which case this Agreement will be null and void, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein.

a.Procedure Upon Termination. In the event of termination pursuant to Section 11.1, written notice of termination will forthwith be given to the other party, and this Agreement will terminate and be null and void immediately upon receipt of such notice, unless an extension is consented to by the party having the right to terminate. If this Agreement is terminated as provided herein:

1.each party will return to the party furnishing the same all documents, work papers and other materials of the other party, including photocopies or other duplications or summaries thereof, relating to the transaction contemplated by this Agreement, whether obtained before or after the execution of this Agreement;

2.all information received by either party with respect to the business of the other party (other than information which is a matter of public knowledge or which, before or after this date, has been published in any publication for public distribution or filed as public information with any governmental authority) will not at any time be used for any business purpose by such party or disclosed by such party to any third person; and

3.each party will pay its own expenses except as set forth in Section 12.5.

The requirements of this Section 11.2 will survive the termination of this Agreement.

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b.Effect of Termination. The termination of this Agreement will not release any party from any liability or obligation to the other party arising from a breach of any provision of this Agreement occurring prior to the termination.

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ARTICLE XII MISCELLANEOUS PROVISIONS

a.Amendment and Modification. The parties to this Agreement may, by mutual consent, amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing.

b.Waiver or Extension. Either party by written instrument signed by its duly authorized officers may extend the time for the performance of any of the obligations or other acts of the other party and may waive (a) any inaccuracies in the representations or warranties contained herein or in any document delivered pursuant hereto or (b) compliance with any of the undertakings, obligations, covenants or other acts contained herein or in any such documents; provided, however, that neither party may waive the requirement for obtaining the Regulatory Approvals.

c.Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned prior to the Closing Date by either of the parties without the prior written consent of the other.

d.Survival of Representations and Warranties. Except as expressly otherwise provided herein or unless the context otherwise requires, neither party may assert a claim more than two years after the Closing Date for breach of a representation, warranty or condition set forth in this Agreement, except that (a) the express representations and warranties of Seller referred to in Sections 5.1, 5.2, 5.3(a) and 5.3(b)(i)-(iii) will survive after the Closing indefinitely, (b) express representations and warranties of Purchaser referred to in Sections 6.1 and 6.2 will survive after the Closing indefinitely and (c) any claim asserted prior to the two year anniversary of the Closing Date will be unaffected and will continue after such time until resolved in accordance with the terms of this Agreement.

e.Payment of Expenses. Except as otherwise specifically provided in this Agreement, each party will bear and pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the transactions contemplated hereunder. Except as otherwise expressly provided herein, any expenses, fees and costs necessary for any Regulatory Approvals or for any notice to depositors of the assumption of the Deposit Liabilities provided for in this Agreement will be paid by Purchaser.

f.Breaches of Agreements with Third Parties. If the assignment of any material claim, contract, license, lease, or commitment (or any material claim or right or any benefit arising thereunder) without the consent of a third party would constitute a breach thereof or materially affect the rights of Purchaser or Seller thereunder, then such assignment will be made subject to such consent or approval being obtained.

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a.Addresses for Notices, Etc. All notices, requests, demands, consents and other communications provided for hereunder and under the related documents will be in writing and will be deemed to have been duly given when delivered by hand (with written confirmation of receipt), by email or other electronic means (with electronic confirmation of delivery), by Federal Express or other carrier guaranteeing next day delivery (with written confirmation of delivery by such carrier), or by registered or certified mail, postage prepaid, to such party at its address, email address set forth below or such other address or email address as such party may specify by notice to the parties hereto:

If to Seller to:

Robert S. Montgomery-Rice President and CEO
Bangor Savings Bank 24 Hamlin Way
Bangor, Maine 04401
Email: Robert.Montgomery-Rice@bangor.com


Copy to:

Richard A. Schaberg, Esq. Hogan Lovells US LLP Columbia Square
555 Thirteenth Street, NW Washington, DC 20004
Email: richard.schaberg@hoganlovells.com If to Purchaser to:
Tony C. Mckim
President and Chief Executive Officer First National Bank,
223 Main Street, P.O. Box 940
Damariscotta, Maine 04543 Email: tony.mckim@thefirst.com

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Copy to:

David J. Champoux, Esq. Pierce Atwood LLP
254 Commercial Street, Merrill’s Wharf Portland, ME 04101
Email: dchampoux@pierceatwood.com


a.Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or image of a signature delivered electronically (such as a PDF or scan of a signature delivered by electronic mail) will be deemed to be an original for all purposes under this Agreement.

b.Headings. The headings of the Sections and Articles of this Agreement are inserted for convenience only and will not constitute a part hereof.

c.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maine and, to the extent applicable, federal law.

d.Severability. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement will remain in effect.

e.Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and no other person, persons, entity or entities will have the right of action hereon, right to claim any right or benefit from the terms contained herein, or be deemed a third-party beneficiary hereunder.

f.Mutual Assistance. The parties will reasonably cooperate with each other and will at their own cost and expense provide reasonable assistance to each other in carrying out the intent of this Agreement.

g.Use of the term “Party.” The use of the term “party” is generally used to denote any party to this Agreement, and such term will be interpreted to mean any signatory to this Agreement.

h.Waiver. No failure on the part of a party to exercise, and no delay in exercising, any right, power or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right, power or remedy by a party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

i.Press Releases. Purchaser and Seller will mutually agree as to the form, timing, and substance of any press release of any matters relating to this Agreement; provided,
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however, that nothing in this Section 12.16 will be deemed to prohibit any party from making any press release which its legal counsel deems necessary in order to fulfill such

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party’s disclosure obligations imposed by law, that a copy of such press release will be provided to the other party prior to publication.

a.Further Assurances. The parties agree to execute and deliver all such further documents, instruments and agreements as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

b.Entire Agreement. This Agreement and the schedules hereto contains the entire understanding between the parties hereto with respect to the transactions contemplated hereby; all prior negotiations and agreements between the parties are superseded by this Agreement; and there are no representations, warranties, understandings or agreements other than those expressly set forth in this Agreement or in any other writing executed by authorized officers of the parties at or after the time of execution of this Agreement.

c.No Construction Against Drafter. This Agreement will be interpreted to give it fair meaning, and any ambiguity will not be construed against either party as the primary drafter hereof.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized officers as of the date first written above.


SELLER:

BANGOR SAVINGS BANK


By:         Robert S. Montgomery-Rice
President and CEO


PURCHASER:

FIRST NATIONAL BANK


By:     
Tony C. McKim
President and Chief Executive Officer























\\DC - 033818/000008 - 15344629 v12


Exhibit 31.1
Certification of Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
I, Tony C. McKim, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of The First Bancorp, Inc.;
2. 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;
3. 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;
4. 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 controls 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
5. 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 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: November 6, 2020

/s/ Tony C. McKim
Tony C. McKim
President & Chief Executive Officer
The First Bancorp, Inc.



Exhibit 31.2
Certification of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
I, Richard M. Elder, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of The First Bancorp, Inc.;
2. 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;
3. 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;
4. 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 controls 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
5. 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 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: November 6, 2020

/s/ Richard M. Elder
Richard M. Elder
Executive Vice President & Chief Financial Officer
The First Bancorp, Inc.



Exhibit 32.1
Certification of Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned officer of The First Bancorp, Inc. (the "Company") hereby certifies that the Company's quarterly report on Form 10-Q for the period ended September 30, 2020 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 the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Date: November 6, 2020

/s/ Tony C. McKim
Tony C. McKim
President & Chief Executive Officer
The First Bancorp, Inc.



Exhibit 32.2
Certification of Chief Financial Officer Under Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned officer of The First Bancorp, Inc. (the "Company") hereby certifies that the Company's quarterly report on Form 10-Q for the period ended September 30, 2020 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 the liability of that section, and (B) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Date: November 6, 2020

/s/ Richard M. Elder
Richard M. Elder
Executive Vice President & Chief Financial Officer
The First Bancorp, Inc.