FNLC-2013.6.30-10Q


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549




FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
For the quarterly period ended June 30, 2013

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 [X]    No[_]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_]    Accelerated filer [X]    Non-accelerated filer [_]

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


Indicate the number of shares outstanding of each of the registrant's classes of common stock as of August 1, 2013
Common Stock: 10,663,193 shares




Table of Contents








Part I. Financial Information

Selected Financial Data (Unaudited)
The First Bancorp, Inc. and Subsidiary
Dollars in thousands,
As of and for the six months ended June 30,
 
For the quarters ended June 30,
 
except for per share amounts
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
Summary of Operations
 
 
 
 
 
 
 
 
Interest Income
$
24,514

 
$
26,239

 
$
12,249

 
$
13,133

 
Interest Expense
6,240

 
6,515

 
3,138

 
3,215

 
Net Interest Income
18,274

 
19,724

 
9,111

 
9,918

 
Provision for Loan Losses
2,700

 
4,900

 
1,200

 
2,800

 
Non-Interest Income
6,867

 
6,064

 
3,579

 
3,896

 
Non-Interest Expense
14,812

 
12,908

 
7,423

 
6,730

 
Net Income
6,098

 
6,236

 
3,242

 
3,323

 
Per Common Share Data
 
 
 
 
 
 
 
 
Basic Earnings per Share
$
0.56

 
$
0.60

 
$
0.29

 
$
0.32

 
Diluted Earnings per Share
0.56

 
0.60

 
0.29

 
0.32

 
Cash Dividends Declared
0.390

 
0.390

 
0.195

 
0.195

 
Book Value per Common Share
13.69

 
14.32

 
13.69

 
14.32

 
Tangible Book Value per Common Share2
10.82

 
11.51

 
10.82

 
11.51

 
Market Value
17.48

 
17.00

 
17.48

 
17.00

 
Financial Ratios
 
 
 
 
 
 
 
 
Return on Average Equity1
8.18

%
8.84

%
8.38

%
9.38

%
Return on Average Tangible Common Equity1,2
9.70

%
10.35

%
9.93

%
11.01

%
Return on Average Assets1
0.87

%
0.88

%
0.92

%
0.93

%
Average Equity to Average Assets
11.18

%
10.84

%
11.23

%
10.73

%
Average Tangible Equity to Average Assets2
9.01

%
8.89

%
9.06

%
8.81

%
Net Interest Margin Tax-Equivalent1,2
3.04

%
3.19

%
3.02

%
3.16

%
Dividend Payout Ratio
69.64

%
65.00

%
67.24

%
60.94

%
Allowance for Loan Losses/Total Loans
1.46

%
1.63

%
1.46

%
1.63

%
Non-Performing Loans to Total Loans
2.25

%
2.49

%
2.25

%
2.49

%
Non-Performing Assets to Total Assets
1.75

%
1.91

%
1.75

%
1.91

%
Efficiency Ratio2
57.26

%
50.74

%
57.90

%
51.06

%
At Period End
 
 
 
 
 
 
 
 
Total Assets
$
1,444,496

 
$
1,424,757

 
$
1,444,496

 
$
1,424,757

 
Total Loans
866,071

 
881,814

 
866,071

 
881,814

 
Total Investment Securities
478,911

 
457,570

 
478,911

 
457,570

 
Total Deposits
1,027,682

 
1,005,274

 
1,027,682

 
1,005,274

 
Total Shareholders' Equity
145,972

 
153,405

 
145,972

 
153,405

 
1Annualized using a 365-day basis in 2013 and 366-day basis in 2012
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.

Page 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 June 30, 2013 and 2012 and for the three-month and six-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
August 9, 2013

Page 2



Consolidated Balance Sheets (Unaudited)
The First Bancorp, Inc. and Subsidiary
 
June 30, 2013
 
December 31, 2012
 
June 30, 2012
Assets
 
 
 
 
 
Cash and cash equivalents
$
18,683,000

 
$
14,958,000

 
$
14,192,000

Interest bearing deposits in other banks
334,000

 
1,638,000

 

Securities available for sale
287,735,000

 
291,614,000

 
307,347,000

Securities to be held to maturity (fair value of $174,790,000 at June 30, 2013, $150,247,000 at December 31, 2012 and $143,628,000 at June 30, 2012)
177,264,000

 
143,320,000

 
135,775,000

Restricted equity securities, at cost
13,912,000

 
14,448,000

 
14,448,000

Loans held for sale
1,047,000

 
1,035,000

 
378,000

Loans
866,071,000

 
869,284,000

 
881,814,000

Less allowance for loan losses
12,670,000

 
12,500,000

 
14,384,000

Net loans
853,401,000

 
856,784,000

 
867,430,000

Accrued interest receivable
6,443,000

 
4,912,000

 
6,024,000

Premises and equipment, net
23,913,000

 
22,988,000

 
18,500,000

Other real estate owned
5,826,000

 
7,593,000

 
5,188,000

Goodwill
29,805,000

 
29,805,000

 
27,684,000

Other assets
26,133,000

 
25,904,000

 
27,791,000

Total assets
$
1,444,496,000

 
$
1,414,999,000

 
$
1,424,757,000

Liabilities
 
 
 
 
 
Demand deposits
$
88,540,000

 
$
90,252,000

 
$
77,019,000

NOW deposits
139,022,000

 
147,309,000

 
123,897,000

Money market deposits
87,993,000

 
80,983,000

 
71,009,000

Savings deposits
142,718,000

 
135,250,000

 
119,471,000

Certificates of deposit
569,409,000

 
505,056,000

 
613,878,000

Total deposits
1,027,682,000

 
958,850,000

 
1,005,274,000

Borrowed funds – short term
116,956,000

 
142,750,000

 
118,767,000

Borrowed funds – long term
140,152,000

 
140,155,000

 
130,159,000

Other liabilities
13,734,000

 
16,921,000

 
17,152,000

Total liabilities
1,298,524,000

 
1,258,676,000

 
1,271,352,000

Shareholders' equity
 
 
 
 
 
Preferred stock, $1,000 preference value per share

 
12,402,000

 
12,352,000

Common stock, one cent par value per share
106,000

 
98,000

 
98,000

Additional paid-in capital
58,066,000

 
46,314,000

 
46,110,000

Retained earnings
91,348,000

 
89,692,000

 
87,396,000

Accumulated other comprehensive income (loss)
 
 
 
 
 
  Net unrealized gain (loss) on securities available for sale
(3,433,000
)
 
7,940,000

 
7,526,000

  Net unrealized loss on postretirement benefit costs
(115,000
)
 
(123,000
)
 
(77,000
)
Total shareholders' equity
145,972,000

 
156,323,000

 
153,405,000

Total liabilities & shareholders' equity
$
1,444,496,000

 
$
1,414,999,000

 
$
1,424,757,000

Common Stock
 
 
 
 
 
Number of shares authorized
18,000,000

 
18,000,000

 
18,000,000

Number of shares issued and outstanding
10,659,764

 
9,859,914

 
9,847,159

Book value per common share
$
13.69

 
$
14.60

 
$
14.32

Tangible book value per common share
$
10.82

 
$
11.47

 
$
11.51

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

Page 3



Consolidated Statements of Income and Comprehensive Income/(Loss) (Unaudited)
The First Bancorp, Inc. and Subsidiary
 
For the six months ended June 30,
For the quarters ended June 30,
 
2013
 
2012
2013
 
2012
Interest income
 
 
 
 
 
 
Interest and fees on loans
$
17,530,000

 
$
18,759,000

$
8,738,000

 
$
9,367,000

Interest on deposits with other banks
4,000

 
1,000

2,000

 
1,000

Interest and dividends on investments
6,980,000

 
7,479,000

3,509,000

 
3,765,000

     Total interest income
24,514,000

 
26,239,000

12,249,000

 
13,133,000

Interest expense
 
 
 
 
 
 
Interest on deposits
4,012,000

 
4,297,000

2,025,000

 
2,104,000

Interest on borrowed funds
2,228,000

 
2,218,000

1,113,000

 
1,111,000

     Total interest expense
6,240,000

 
6,515,000

3,138,000

 
3,215,000

Net interest income
18,274,000

 
19,724,000

9,111,000

 
9,918,000

Provision for loan losses
2,700,000

 
4,900,000

1,200,000

 
2,800,000

Net interest income after provision for loan losses
15,574,000

 
14,824,000

7,911,000

 
7,118,000

Non-interest income
 
 
 
 
 
 
Investment management and fiduciary income
968,000

 
844,000

519,000

 
448,000

Service charges on deposit accounts
1,423,000

 
1,351,000

775,000

 
713,000

Net securities gains
1,087,000

 
1,967,000

788,000

 
1,444,000

Mortgage origination and servicing income, net of amortization
1,387,000

 
304,000

491,000

 
460,000

Other operating income
2,002,000

 
1,598,000

1,006,000

 
831,000

     Total non-interest income
6,867,000

 
6,064,000

3,579,000

 
3,896,000

Non-interest expense
 
 
 
 
 
 
Salaries and employee benefits
6,994,000

 
6,202,000

3,520,000

 
3,118,000

Occupancy expense
1,069,000

 
819,000

522,000

 
405,000

Furniture and equipment expense
1,310,000

 
1,123,000

688,000

 
550,000

FDIC insurance premiums
584,000

 
606,000

294,000

 
305,000

Amortization of identified intangibles
163,000

 
141,000

81,000

 
70,000

Other operating expense
4,692,000

 
4,017,000

2,318,000

 
2,282,000

     Total non-interest expense
14,812,000

 
12,908,000

7,423,000

 
6,730,000

Income before income taxes
7,629,000

 
7,980,000

4,067,000

 
4,284,000

Income tax expense
1,531,000

 
1,744,000

825,000

 
961,000

NET INCOME
$
6,098,000

 
$
6,236,000

$
3,242,000

 
$
3,323,000

Basic earnings per common share
$
0.56

 
$
0.60

$
0.29

 
$
0.32

Diluted earnings per common share
$
0.56

 
$
0.60

$
0.29

 
$
0.32

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
Net unrealized gain (loss) on securities available for sale
(11,373,000
)
 
125,000

(8,907,000
)
 
438,000

Amortization of unrecognized postretirement benefits
8,000

 
10,000

4,000

 
5,000

      Other comprehensive income (loss)
(11,365,000
)
 
135,000

(8,903,000
)
 
443,000

Comprehensive income (loss)
$
(5,267,000
)
 
$
6,371,000

$
(5,661,000
)
 
$
3,766,000

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

Page 4



Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
The First Bancorp, Inc. and Subsidiary
 
Preferred stock
 
Common stock and
additional paid-in capital
 
Retained
earnings
 
Accumulated
other
comprehensive
income (loss)
 
Total
shareholders'
equity
 
 
Shares
 
Amount
 
 
 
Balance at December 31, 2011
$
12,303,000

 
9,812,180

 
$
45,927,000

 
$
85,314,000

 
$
7,314,000

 
$
150,858,000

Net income

 

 

 
6,236,000

 

 
6,236,000

Net unrealized gain on securities available for sale, net of tax

 

 

 

 
125,000

 
125,000

Amortization of unrecognized postretirement benefits, net of tax

 

 

 

 
10,000

 
10,000

Comprehensive income

 

 

 
6,236,000

 
135,000

 
6,371,000

Cash dividends declared ($0.195 per share)

 

 

 
(4,154,000
)
 

 
(4,154,000
)
Equity compensation expense

 

 
40,000

 

 

 
40,000

Amortization of premium for preferred stock issuance
49,000

 

 
(49,000
)
 

 

 

Proceeds from sale of common stock

 
34,979

 
290,000

 

 

 
290,000

Balance at June 30, 2012
$
12,352,000

 
9,847,159

 
$
46,208,000

 
$
87,396,000

 
$
7,449,000

 
$
153,405,000

 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
$
12,402,000

 
9,859,914

 
$
46,412,000

 
$
89,692,000

 
$
7,817,000

 
$
156,323,000

Net income

 

 

 
6,098,000

 

 
6,098,000

Net unrealized loss on securities available for sale, net of tax

 

 

 

 
(11,373,000
)
 
(11,373,000
)
Amortization of unrecognized postretirement benefits, net of tax

 

 

 

 
8,000

 
8,000

Comprehensive loss

 

 

 
6,098,000

 
(11,365,000
)
 
(5,267,000
)
Cash dividends declared ($0.195 per share)

 

 

 
(4,442,000
)
 

 
(4,442,000
)
Equity compensation expense

 

 
107,000

 

 

 
107,000

Amortization of premium for preferred stock issuance
98,000

 

 
(98,000
)
 

 

 

Payment to repurchase preferred stock
(12,500,000
)
 

 

 

 

 
(12,500,000
)
Proceeds from sale of common stock

 
799,850

 
11,751,000

 

 

 
11,751,000

Balance at June 30, 2013

 
10,659,764

 
$
58,172,000

 
$
91,348,000

 
$
(3,548,000
)
 
$
145,972,000

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

Page 5



Consolidated Statements of Cash Flows (Unaudited)
The First Bancorp, Inc. and Subsidiary
 
For the six months ended
 
June 30,
2013
 
June 30,
2012
Cash flows from operating activities
 
 
 
     Net income
$
6,098,000

 
$
6,236,000

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation
838,000

 
663,000

Change in deferred taxes
(13,000
)
 
(688,000
)
Provision for loan losses
2,700,000

 
4,900,000

Loans originated for resale
(34,725,000
)
 
(12,535,000
)
Proceeds from sales and transfers of loans
35,549,000

 
12,720,000

Net gain on sales of loans
(836,000
)
 
(369,000
)
Net gain on sale or call of securities
(1,087,000
)
 
(1,967,000
)
Net amortization of premiums on investments
1,152,000

 
1,482,000

Net loss on sale of other real estate owned
24,000

 
39,000

Provision for losses on other real estate owned
332,000

 
198,000

Equity compensation expense
107,000

 
40,000

Net increase in other assets and accrued interest
(125,000
)
 
(1,831,000
)
Net increase in other liabilities
900,000

 
2,243,000

Net loss on disposal of premises and equipment
4,000

 

Amortization of investment in limited partnership
260,000

 
238,000

Net acquisition amortization
163,000

 
103,000

     Net cash provided by operating activities
11,341,000

 
11,472,000

Cash flows from investing activities
 
 
 
Decrease in interest-bearing deposits in other banks
1,304,000

 

Proceeds from sales of securities available for sale
10,563,000

 
25,137,000

Proceeds from maturities, payments and calls of securities available for sale
35,593,000

 
26,024,000

Proceeds from maturities, payments and calls of securities to be held to maturity
28,818,000

 
21,871,000

Proceeds from sales of other real estate owned
2,062,000

 
667,000

Purchases of securities available for sale
(59,873,000
)
 
(71,706,000
)
Purchases of securities to be held to maturity
(62,728,000
)
 
(35,101,000
)
Redemption of restricted equity securities
536,000

 
995,000

Net (increase) decrease in loans
32,000

 
(22,340,000
)
Capital expenditures
(1,767,000
)
 
(321,000
)
     Net cash used in investing activities
(45,460,000
)
 
(54,774,000
)
Cash flows from financing activities
 
 
 
Net increase (decrease) in demand, savings, and money market accounts
4,479,000

 
(761,000
)
Net increase in certificates of deposit
64,353,000

 
64,734,000

Net decrease in short-term borrowings
(25,797,000
)
 
(16,730,000
)
Repurchase of preferred stock
(12,500,000
)
 

Proceeds from sale of common stock
11,751,000

 
290,000

Dividends paid
(4,442,000
)
 
(4,154,000
)
     Net cash provided by financing activities
37,844,000

 
43,379,000

Net increase in cash and cash equivalents
3,725,000

 
77,000

Cash and cash equivalents at beginning of period
14,958,000

 
14,115,000

     Cash and cash equivalents at end of period
$
18,683,000

 
$
14,192,000

Interest paid
$
6,368,000

 
$
6,640,000

Income taxes paid
950,000

 
869,000

Non-cash transactions
 
 
 
Net transfer from loans to other real estate owned
$
651,000

 
$
1,998,000

See Report of Independent Registered Public Accounting Firm.

Page 6



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 The First, N.A. (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 normal 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 2013 period is not necessarily indicative of the results that may be expected for the year ending December 31, 2013. 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, 2012.
Subsequent Events
Events occurring subsequent to June 30, 2013, have been evaluated as to their potential impact to the financial statements.

Note 2 – Investment Securities
The following table summarizes the amortized cost and estimated fair value of investment securities at June 30, 2013:
 
Amortized
Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value (Estimated)
Securities available for sale
 
 
 
 
 
 
 
Mortgage-backed securities
$
157,023,000

 
$
2,014,000

 
$
(1,513,000
)
 
$
157,524,000

State and political subdivisions
134,376,000

 
1,955,000

 
(7,792,000
)
 
128,539,000

Other equity securities
1,617,000

 
63,000

 
(8,000
)
 
1,672,000

 
$
293,016,000

 
$
4,032,000

 
$
(9,313,000
)
 
$
287,735,000

Securities to be held to maturity
 
 
 
 
 
 
 
U.S. Government-sponsored agencies

$
92,179,000

 
$
10,000

 
$
(5,944,000
)
 
$
86,245,000

Mortgage-backed securities
42,389,000

 
1,883,000

 
(625,000
)
 
43,647,000

State and political subdivisions
42,396,000

 
2,268,000

 
(66,000
)
 
44,598,000

Corporate securities
300,000

 

 

 
300,000

 
$
177,264,000

 
$
4,161,000

 
$
(6,635,000
)
 
$
174,790,000

Restricted equity securities
 
 
 
 
 
 
 
Federal Home Loan Bank Stock
$
12,875,000

 
$

 
$

 
$
12,875,000

Federal Reserve Bank Stock
1,037,000

 

 

 
1,037,000

 
$
13,912,000

 
$

 
$

 
$
13,912,000



Page 7



The following table summarizes the amortized cost and estimated fair value of investment securities at December 31, 2012:
 
Amortized
Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value (Estimated)
Securities available for sale
 
 
 
 
 
 
 
Mortgage-backed securities
$
164,752,000

 
$
4,636,000

 
$
(295,000
)
 
$
169,093,000

State and political subdivisions
113,069,000

 
8,074,000

 
(199,000
)
 
120,944,000

Other equity securities
1,578,000

 
43,000

 
(44,000
)
 
1,577,000

 
$
279,399,000

 
$
12,753,000

 
$
(538,000
)
 
$
291,614,000

Securities to be held to maturity
 
 
 
 
 
 
 
U.S. Government-sponsored agencies

$
60,919,000

 
$
242,000

 
$
(182,000
)
 
$
60,979,000

Mortgage-backed securities
39,193,000

 
2,850,000

 
(19,000
)
 
42,024,000

State and political subdivisions
42,908,000

 
4,036,000

 

 
46,944,000

Corporate securities
300,000

 

 

 
300,000

 
$
143,320,000

 
$
7,128,000

 
$
(201,000
)
 
$
150,247,000

Restricted equity securities
 
 
 
 
 
 
 
Federal Home Loan Bank Stock
$
13,412,000

 
$

 
$

 
$
13,412,000

Federal Reserve Bank Stock
1,036,000

 

 

 
1,036,000

 
$
14,448,000

 
$

 
$

 
$
14,448,000


The following table summarizes the amortized cost and estimated fair value of investment securities at June 30, 2012:
 
Amortized
Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value (Estimated)
Securities available for sale
 
 
 
 
 
 
 
Mortgage-backed securities
$
201,552,000

 
$
5,677,000

 
$
(250,000
)
 
$
206,979,000

State and political subdivisions
92,353,000

 
6,291,000

 
(51,000
)
 
98,593,000

Other equity securities
1,863,000

 
47,000

 
(135,000
)
 
1,775,000

 
$
295,768,000

 
$
12,015,000

 
$
(436,000
)
 
$
307,347,000

Securities to be held to maturity
 
 
 
 
 
 
 
U.S. Government-sponsored agencies

$
41,197,000

 
$
282,000

 
$
(33,000
)
 
$
41,446,000

Mortgage-backed securities
49,992,000

 
3,524,000

 
(8,000
)
 
53,508,000

State and political subdivisions
44,286,000

 
4,088,000

 

 
48,374,000

Corporate securities
300,000

 

 

 
300,000

 
$
135,775,000

 
$
7,894,000

 
$
(41,000
)
 
$
143,628,000

Restricted equity securities
 
 
 
 
 
 
 
Federal Home Loan Bank Stock
$
13,412,000

 
$

 
$

 
$
13,412,000

Federal Reserve Bank Stock
1,036,000

 

 

 
1,036,000

 
$
14,448,000

 
$

 
$

 
$
14,448,000



Page 8



The following table summarizes the contractual maturities of investment securities at June 30, 2013:
 
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
$
1,345,000

 
$
1,368,000

 
$
766,000

 
$
773,000

Due in 1 to 5 years
139,000

 
140,000

 
6,081,000

 
6,462,000

Due in 5 to 10 years
2,426,000

 
2,563,000

 
24,873,000

 
26,299,000

Due after 10 years
287,489,000

 
281,992,000

 
145,544,000

 
141,256,000

Equity securities
1,617,000

 
1,672,000

 

 

 
$
293,016,000

 
$
287,735,000

 
$
177,264,000

 
$
174,790,000


The following table summarizes the contractual maturities of investment securities at December 31, 2012:
 
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
$
18,761,000

 
$
18,926,000

 
$
3,754,000

 
$
3,785,000

Due in 1 to 5 years
27,243,000

 
27,816,000

 
11,950,000

 
12,701,000

Due in 5 to 10 years
16,686,000

 
17,666,000

 
27,461,000

 
29,986,000

Due after 10 years
215,131,000

 
225,629,000

 
100,155,000

 
103,775,000

Equity securities
1,578,000

 
1,577,000

 

 

 
$
279,399,000

 
$
291,614,000

 
$
143,320,000

 
$
150,247,000


The following table summarizes the contractual maturities of investment securities at June 30, 2012:
 
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
$
4,296,000

 
$
4,328,000

 
$
1,382,000

 
$
1,399,000

Due in 1 to 5 years
55,317,000

 
56,358,000

 
13,556,000

 
14,134,000

Due in 5 to 10 years
23,143,000

 
24,034,000

 
21,137,000

 
22,958,000

Due after 10 years
211,149,000

 
220,852,000

 
99,700,000

 
105,137,000

Equity securities
1,863,000

 
1,775,000

 

 

 
$
295,768,000

 
$
307,347,000

 
$
135,775,000

 
$
143,628,000

At June 30, 2013, securities with a fair value of $123,571,000 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 $154,817,000 as of December 31, 2012 and $140,384,000 at June 30, 2012, pledged for the same purposes.

Page 9




Gains and losses on the sale of securities available for sale 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 six months and quarters ended June 30, 2013 and 2012:
 
For the six months ended
June 30,
 
For the quarters ended
June 30,
 
2013
 
2012
 
2013
 
2012
Proceeds from sales of securities
$
10,563,000

 
$
25,137,000

 
$
5,598,000

 
$
14,194,000

Gross realized gains
1,087,000

 
2,256,000

 
788,000

 
1,444,000

Gross realized losses

 
(289,000
)
 

 

Net gain
$
1,087,000

 
$
1,967,000

 
$
788,000

 
$
1,444,000

Related income taxes
$
380,000

 
$
688,000

 
$
275,000

 
$
505,000


Management reviews securities with unrealized losses for other than temporary impairment. As of June 30, 2013, there were 280 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 six had been temporarily impaired for 12 months or more. At the present time, there have been no material changes in the credit quality of these securities resulting in other than temporary impairment, and in Management's opinion, no additional write-down for other-than-temporary impairment is warranted. Information regarding securities temporarily impaired as of June 30, 2013 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

$
85,453,000

 
$
(5,944,000
)
 
$

 
$

 
$
85,453,000

 
$
(5,944,000
)
Mortgage-backed securities
58,706,000

 
(2,039,000
)
 
1,585,000

 
(99,000
)
 
60,291,000

 
(2,138,000
)
State and political subdivisions
71,738,000

 
(7,858,000
)
 

 

 
71,738,000

 
(7,858,000
)
Other equity securities

 

 
110,000

 
(8,000
)
 
110,000

 
(8,000
)
 
$
215,897,000

 
$
(15,841,000
)
 
$
1,695,000

 
$
(107,000
)
 
$
217,592,000

 
$
(15,948,000
)

As of December 31, 2012, there were 42 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 seven had been temporarily impaired for 12 months or more. Information regarding securities temporarily impaired as of December 31, 2012 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

$
15,817,000

 
$
(182,000
)
 
$

 
$

 
$
15,817,000

 
$
(182,000
)
Mortgage-backed securities
9,982,000

 
(231,000
)
 
2,534,000

 
(83,000
)
 
12,516,000

 
(314,000
)
State and political subdivisions
8,621,000

 
(199,000
)
 

 

 
8,621,000

 
(199,000
)
Other equity securities

 

 
222,000

 
(44,000
)
 
222,000

 
(44,000
)
 
$
34,420,000

 
$
(612,000
)
 
$
2,756,000

 
$
(127,000
)
 
$
37,176,000

 
$
(739,000
)

Page 10



As of June 30, 2012, there were 30 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 eight had been temporarily impaired for 12 months or more. Information regarding securities temporarily impaired as of June 30, 2012 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

$
7,942,000

 
$
(33,000
)
 
$

 
$

 
$
7,942,000

 
$
(33,000
)
Mortgage-backed securities
9,822,000

 
(110,000
)
 
5,137,000

 
(148,000
)
 
14,959,000

 
(258,000
)
State and political subdivisions
3,719,000

 
(51,000
)
 

 

 
3,719,000

 
(51,000
)
Other equity securities

 

 
191,000

 
(135,000
)
 
191,000

 
(135,000
)
 
$
21,483,000

 
$
(194,000
)
 
$
5,328,000

 
$
(283,000
)
 
$
26,811,000

 
$
(477,000
)
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 June 30, 2013 and 2012, and December 31, 2012, the Bank's investment in FHLB stock totaled $12,875,000, $13,412,000 and $13,412,000, respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value.

Note 3 – Loans
The following table shows the composition of the Company's loan portfolio as of June 30, 2013 and 2012 and at December 31, 2012:
 
June 30, 2013
 
December 31, 2012
 
June 30, 2012
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
   Real estate
$
251,799,000

 
29.1
%
$
251,335,000

 
28.9
%
$
253,193,000

 
28.7
%
   Construction
18,641,000

 
2.2
%
22,417,000

 
2.6
%
33,072,000

 
3.8
%
   Other
91,393,000

 
10.6
%
81,183,000

 
9.3
%
87,833,000

 
10.0
%
Municipal
14,885,000

 
1.7
%
14,704,000

 
1.7
%
16,089,000

 
1.8
%
Residential
 
 
 
 
 
 
 
 
 
 
 
 
   Term
374,522,000

 
43.2
%
379,447,000

 
43.7
%
368,876,000

 
41.8
%
   Construction
4,759,000

 
0.5
%
6,459,000

 
0.7
%
6,449,000

 
0.7
%
Home equity line of credit
95,013,000

 
11.0
%
99,082,000

 
11.4
%
100,689,000

 
11.4
%
Consumer
15,059,000

 
1.7
%
14,657,000

 
1.7
%
15,613,000

 
1.8
%
Total
$
866,071,000

 
100.0
%
$
869,284,000

 
100.0
%
$
881,814,000

 
100.0
%
Loan balances include net deferred loan costs of $2,001,000 as of June 30, 2013, $1,783,000 as of December 31, 2012, and $1,664,000 as of June 30, 2012. Pursuant to collateral agreements, qualifying first mortgage loans, which totaled $254,417,000 at June 30, 2013, $256,378,000 at December 31, 2012, and $243,196,000 at June 30, 2012, were used to collateralize borrowings from the Federal Home Loan Bank of Boston. In addition, commercial, construction and home equity loans totaling $221,953,000 at June 30, 2013, $220,520,000 at December 31, 2012, and $232,598,000 at June 30, 2012, were used to collateralize a standby line of credit at the Federal Reserve Bank of Boston that is currently unused.


Page 11



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 June 30, 2013, 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
$
717,000

 
$

 
$
2,347,000

 
$
3,064,000

 
$
248,735,000

 
$
251,799,000

 
$

   Construction

 

 
456,000

 
456,000

 
18,185,000

 
18,641,000

 

   Other
244,000

 
3,482,000

 
2,547,000

 
6,273,000

 
85,120,000

 
91,393,000

 
503,000

Municipal

 

 

 

 
14,885,000

 
14,885,000

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
   Term
636,000

 
3,955,000

 
7,933,000

 
12,524,000

 
361,998,000

 
374,522,000

 
395,000

   Construction
82,000

 

 

 
82,000

 
4,677,000

 
4,759,000

 

Home equity line of credit
652,000

 
62,000

 
816,000

 
1,530,000

 
93,483,000

 
95,013,000

 

Consumer
104,000

 
63,000

 
121,000

 
288,000

 
14,771,000

 
15,059,000

 
121,000

Total
$
2,435,000

 
$
7,562,000

 
$
14,220,000

 
$
24,217,000

 
$
841,854,000

 
$
866,071,000

 
$
1,019,000


Information on the past-due status of loans by class of financing receivable as of December 31, 2012, 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
$
2,172,000

 
$
346,000

 
$
2,380,000

 
$
4,898,000

 
$
246,437,000

 
$
251,335,000

 
$
102,000

   Construction

 
29,000

 
35,000

 
64,000

 
22,353,000

 
22,417,000

 

   Other
658,000

 
218,000

 
2,306,000

 
3,182,000

 
78,001,000

 
81,183,000

 
2,000

Municipal
136,000

 

 

 
136,000

 
14,568,000

 
14,704,000

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
   Term
2,404,000

 
1,082,000

 
9,298,000

 
12,784,000

 
366,663,000

 
379,447,000

 
363,000

   Construction
188,000

 

 

 
188,000

 
6,271,000

 
6,459,000

 

Home equity line of credit
430,000

 
133,000

 
1,136,000

 
1,699,000

 
97,383,000

 
99,082,000

 
539,000

Consumer
101,000

 
70,000

 
45,000

 
216,000

 
14,441,000

 
14,657,000

 
45,000

Total
$
6,089,000

 
$
1,878,000

 
$
15,200,000

 
$
23,167,000

 
$
846,117,000

 
$
869,284,000

 
$
1,051,000

Information on the past-due status of loans by class of financing receivable as of June 30, 2012, 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
$

 
$
13,000

 
$
1,858,000

 
$
1,871,000

 
$
251,322,000

 
$
253,193,000

 
$

   Construction
119,000

 

 
34,000

 
153,000

 
32,919,000

 
33,072,000

 

   Other
177,000

 
266,000

 
1,398,000

 
1,841,000

 
85,992,000

 
87,833,000

 

Municipal
1,560,000

 

 

 
1,560,000

 
14,529,000

 
16,089,000

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
   Term
2,191,000

 
1,000,000

 
7,878,000

 
11,069,000

 
357,807,000

 
368,876,000

 

   Construction

 

 
1,336,000

 
1,336,000

 
5,113,000

 
6,449,000

 

Home equity line of credit
530,000

 

 
1,311,000

 
1,841,000

 
98,848,000

 
100,689,000

 

Consumer
140,000

 
49,000

 
180,000

 
369,000

 
15,244,000

 
15,613,000

 
164,000

Total
$
4,717,000

 
1,328,000

 
$
13,995,000

 
$
20,040,000

 
$
861,774,000

 
$
881,814,000

 
$
164,000


Page 12



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 June 30, 2013 and 2012 and at December 31, 2012 is presented in the following table:
 
June 30, 2013
 
December 31, 2012
 
June 30, 2012
Commercial
 
 
 
 
 
   Real estate
$
4,424,000

 
$
4,603,000

 
$
5,545,000

   Construction
519,000

 
101,000

 
521,000

   Other
2,856,000

 
3,459,000

 
2,361,000

Municipal

 

 

Residential
 
 
 
 
 
   Term
10,640,000

 
10,333,000

 
10,723,000

   Construction

 

 
1,336,000

Home equity line of credit
1,046,000

 
654,000

 
1,456,000

Consumer

 

 
16,000

Total
$
19,485,000

 
$
19,150,000

 
$
21,958,000

Impaired loans include troubled debt restructured 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.


Page 13



A breakdown of impaired loans by class of financing receivable as of and for the period ended June 30, 2013, is presented in the following table:
 
 
 
 
 
 
 
For the six months ended June 30, 2013
 
For the quarter ended
June 30, 2013
 
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
$
11,452,000

 
$
11,851,000

 
$

 
$
10,621,000

 
$
200,000

 
$
11,083,000

 
$
99,000

  Construction
517,000

 
1,065,000

 

 
210,000

 
28,000

 
376,000

 
27,000

  Other
4,017,000

 
4,325,000

 

 
3,726,000

 
59,000

 
3,759,000

 
32,000

Municipal

 

 

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
  Term
15,399,000

 
17,441,000

 

 
13,862,000

 
248,000

 
14,636,000

 
150,000

  Construction

 

 

 

 

 

 

Home equity line of credit
1,655,000

 
1,892,000

 

 
1,579,000

 
15,000

 
1,665,000

 
7,000

Consumer

 

 

 

 

 

 

 
$
33,040,000

 
$
36,574,000

 
$

 
$
29,998,000

 
$
550,000

 
$
31,519,000

 
$
315,000

With an Allowance Recorded
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
  Real estate
$
5,880,000

 
$
6,619,000

 
$
1,510,000

 
$
6,688,000

 
$
110,000

 
$
6,577,000

 
$
48,000

  Construction
1,302,000

 
1,302,000

 
266,000

 
2,297,000

 
19,000

 
1,626,000

 
(7,000
)
  Other
1,773,000

 
1,893,000

 
1,005,000

 
2,008,000

 
11,000

 
1,920,000

 
2,000

Municipal

 

 

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
  Term
4,296,000

 
4,520,000

 
218,000

 
5,961,000

 
93,000

 
5,117,000

 
29,000

  Construction

 

 

 

 

 

 

Home equity line of credit
40,000

 
40,000

 
7,000

 
94,000

 
1,000

 
15,000

 
1,000

Consumer

 

 

 

 

 

 

 
$
13,291,000

 
$
14,374,000

 
$
3,006,000

 
$
17,048,000

 
$
234,000

 
$
15,255,000

 
$
73,000

Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
  Real estate
$
17,332,000

 
$
18,470,000

 
$
1,510,000

 
$
17,309,000

 
$
310,000

 
$
17,660,000

 
$
147,000

  Construction
1,819,000

 
2,367,000

 
266,000

 
2,507,000

 
47,000

 
2,002,000

 
20,000

  Other
5,790,000

 
6,218,000

 
1,005,000

 
5,735,000

 
70,000

 
5,679,000

 
34,000

Municipal

 

 

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
  Term
19,695,000

 
21,961,000

 
218,000

 
19,822,000

 
341,000

 
19,753,000

 
179,000

  Construction

 

 

 

 

 

 

Home equity line of credit
1,695,000

 
1,932,000

 
7,000

 
1,673,000

 
16,000

 
1,680,000

 
8,000

Consumer

 

 

 

 

 

 

 
$
46,331,000

 
$
50,948,000

 
$
3,006,000

 
$
47,046,000

 
$
784,000

 
$
46,774,000

 
$
388,000

Substantially all interest income recognized on impaired loans for all classes of financing receivables was recognized on a cash basis as received.

Page 14



A breakdown of impaired loans by class of financing receivable as of and for the year ended December 31, 2012, 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
$
9,386,000

 
$
9,963,000

 
$

 
$
10,102,000

 
$
199,000

  Construction
101,000

 
115,000

 

 
2,533,000

 

  Other
4,737,000

 
5,345,000

 

 
2,877,000

 
53,000

Municipal

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
  Term
12,747,000

 
14,440,000

 

 
9,801,000

 
189,000

  Construction

 

 

 
560,000

 

Home equity line of credit
1,311,000

 
1,440,000

 

 
961,000

 
27,000

Consumer

 

 

 
3,000

 

 
$
28,282,000

 
$
31,303,000

 
$

 
$
26,837,000

 
$
468,000

With an Allowance Recorded
Commercial
 
 
 
 
 
 
 
 
 
  Real estate
$
6,388,000

 
$
7,018,000

 
$
1,523,000

 
$
4,614,000

 
$
211,000

  Construction
3,253,000

 
3,253,000

 
969,000

 
1,816,000

 
85,000

  Other
1,124,000

 
1,126,000

 
652,000

 
1,974,000

 
38,000

Municipal

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
  Term
6,697,000

 
6,842,000

 
395,000

 
9,066,000

 
237,000

  Construction

 

 

 
261,000

 

Home equity line of credit

 

 

 
442,000

 

Consumer

 

 

 
9,000

 

 
$
17,462,000

 
$
18,239,000

 
$
3,539,000

 
$
18,182,000

 
$
571,000

Total
Commercial
 
 
 
 
 
 
 
 
 
  Real estate
$
15,774,000

 
$
16,981,000

 
$
1,523,000

 
$
14,716,000

 
$
410,000

  Construction
3,354,000

 
3,368,000

 
969,000

 
4,349,000

 
85,000

  Other
5,861,000

 
6,471,000

 
652,000

 
4,851,000

 
91,000

Municipal

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
  Term
19,444,000

 
21,282,000

 
395,000

 
18,867,000

 
426,000

  Construction

 

 

 
821,000

 

Home equity line of credit
1,311,000

 
1,440,000

 

 
1,403,000

 
27,000

Consumer

 

 

 
12,000

 

 
$
45,744,000

 
$
49,542,000

 
$
3,539,000

 
$
45,019,000

 
$
1,039,000



Page 15



A breakdown of impaired loans by class of financing receivable as of and for the period ended June 30, 2012, is presented in the following table:
 
 
 
 
 
 
 
For the six months ended
June 30, 2012
 
For the quarter ended
June 30, 2012
 
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
$
10,313,000

 
$
10,313,000

 
$

 
$
9,729,000

 
$
111,000

 
$
11,013,000

 
$
71,000

  Construction
1,464,000

 
1,464,000

 

 
2,189,000

 
26,000

 
1,395,000

 
13,000

  Other
2,249,000

 
2,249,000

 

 
2,710,000

 
16,000

 
2,439,000

 
21,000

Municipal

 

 

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
  Term
8,695,000

 
8,695,000

 

 
9,662,000

 
71,000

 
9,322,000

 
41,000

  Construction
1,002,000

 
1,002,000

 

 
880,000

 

 
1,042,000

 

Home equity line of credit
740,000

 
740,000

 

 
758,000

 

 
740,000

 

Consumer

 

 

 
6,000

 

 

 

 
$
24,463,000

 
$
24,463,000

 
$

 
$
25,934,000

 
$
224,000

 
$
25,951,000

 
$
146,000

With an Allowance Recorded
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
  Real estate
$
3,482,000

 
$
3,482,000

 
$
1,133,000

 
$
4,026,000

 
$
16,000

 
$
3,775,000

 
$
6,000

  Construction
2,155,000

 
2,155,000

 
787,000

 
1,376,000

 
37,000

 
2,155,000

 
37,000

  Other
1,851,000

 
1,851,000

 
932,000

 
2,013,000

 
18,000

 
1,802,000

 
13,000

Municipal

 

 

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
  Term
10,357,000

 
10,357,000

 
966,000

 
8,487,000

 
127,000

 
9,525,000

 
68,000

  Construction
334,000

 
334,000

 
48,000

 
466,000

 

 
334,000

 

Home equity line of credit
716,000

 
716,000

 
300,000

 
566,000

 

 
613,000

 

Consumer
16,000

 
16,000

 
11,000

 
15,000

 

 
15,000

 

 
$
18,911,000

 
$
18,911,000

 
$
4,177,000

 
$
16,949,000

 
$
198,000

 
$
18,219,000

 
$
124,000

Total
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
  Real estate
$
13,795,000

 
$
13,795,000

 
$
1,133,000

 
$
13,755,000

 
$
127,000

 
$
14,788,000

 
$
77,000

  Construction
3,619,000

 
3,619,000

 
787,000

 
3,565,000

 
63,000

 
3,550,000

 
50,000

  Other
4,100,000

 
4,100,000

 
932,000

 
4,723,000

 
34,000

 
4,241,000

 
34,000

Municipal

 

 

 

 

 

 

Residential
 
 
 
 
 
 
 
 
 
 
 
 
 
  Term
19,052,000

 
19,052,000

 
966,000

 
18,149,000

 
198,000

 
18,847,000

 
109,000

  Construction
1,336,000

 
1,336,000

 
48,000

 
1,346,000

 

 
1,376,000

 

Home equity line of credit
1,456,000

 
1,456,000

 
300,000

 
1,324,000

 

 
1,353,000

 

Consumer
16,000

 
16,000

 
11,000

 
21,000

 

 
15,000

 

 
$
43,374,000

 
$
43,374,000

 
$
4,177,000

 
$
42,883,000

 
$
422,000

 
$
44,170,000

 
$
270,000


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

Page 16



credit risk is evaluated separately in each class. 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 June 30, 2013, December 31, 2012, and June 30, 2012, by class of financing receivable and allowance element, is presented in the following tables:
 As of June 30, 2013
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
$
1,510,000

 
$
2,148,000

 
$
2,153,000

 
$

 
$
5,811,000

   Construction
266,000

 
162,000

 
163,000

 

 
591,000

   Other
1,005,000

 
783,000

 
784,000

 

 
2,572,000

Municipal

 

 
18,000

 

 
18,000

Residential
 
 
 
 
 
 
 
 
 
   Term
218,000

 
380,000

 
428,000

 

 
1,026,000

   Construction

 
4,000

 
5,000

 

 
9,000

Home equity line of credit
7,000

 
402,000

 
328,000

 

 
737,000

Consumer

 
408,000

 
223,000

 

 
631,000

Unallocated

 

 

 
1,275,000

 
1,275,000

 
$
3,006,000

 
$
4,287,000

 
$
4,102,000

 
$
1,275,000

 
$
12,670,000

 As of December 31, 2012
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
$
1,523,000

 
$
2,369,000

 
$
1,973,000

 
$

 
$
5,865,000

   Construction
969,000

 
213,000

 
177,000

 

 
1,359,000

   Other
652,000

 
763,000

 
635,000

 

 
2,050,000

Municipal

 

 
18,000

 

 
18,000

Residential
 
 
 
 
 
 
 
 
 
   Term
395,000

 
278,000

 
436,000

 

 
1,109,000

   Construction

 
4,000

 
7,000

 

 
11,000

Home equity line of credit

 
315,000

 
339,000

 

 
654,000

Consumer

 
362,000

 
230,000

 

 
592,000

Unallocated

 

 

 
842,000

 
842,000

 
$
3,539,000

 
$
4,304,000

 
$
3,815,000

 
$
842,000

 
$
12,500,000



Page 17



 As of June 30, 2012
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
$
1,133,000

 
$
2,685,000

 
$
1,746,000

 
$

 
$
5,564,000

   Construction
787,000

 
355,000

 
231,000

 

 
1,373,000

   Other
932,000

 
935,000

 
609,000

 

 
2,476,000

Municipal

 

 
19,000

 

 
19,000

Residential
 
 
 
 
 
 
 
 
 
   Term
966,000

 
165,000

 
456,000

 

 
1,587,000

   Construction
48,000

 
2,000

 
8,000

 

 
58,000

Home equity line of credit
300,000

 
155,000

 
354,000

 

 
809,000

Consumer
11,000

 
351,000

 
241,000

 

 
603,000

Unallocated

 

 

 
1,895,000

 
1,895,000

 
$
4,177,000

 
$
4,648,000

 
$
3,664,000

 
$
1,895,000

 
$
14,384,000

Qualitative adjustment factors are taken into consideration when determining reserve estimates. These adjustment factors are based upon our 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.
The qualitative portion of the allowance for loan losses was 0.50% of related loans as of June 30, 2013, compared to 0.46% of related loans as of December 31, 2012. The qualitative portion increased $287,000 between December 31, 2012 and June 30, 2013 as a result of a higher level of pooled substandard commercial loans. Changes to qualitative adjustments for other major portfolio segments were not material in this period.
The unallocated portion of the allowance totaled $1,275,000 at June 30, 2013, or 10% of the total reserve. This compares to $842,000 as of December 31, 2012. The fluctuation in the unallocated component is supported by the following:
Losses in the commercial loan portfolio have been influenced by classified levels and exacerbated by declines in real estate values, reflected in appraisal updates on collateral that secure troubled loans. Certain valuation declines have been more than expected. The unallocated portion allows some coverage for unexpected and specifically unidentified losses in pooled portfolios.
An internal analysis completed on sales of other real estate owned found these properties sold, on average, approximately 20% below the appraised value of the property at the time of take in. Based on the analysis, Management applies a 20% additional discount factor to arrive at OREO take in amounts.  This will impact the allowance as these potential additional write downs would be taken against the allowance, and the unallocated portion provides additional reserves for these adjustments.
Watch-rated commercial loans have remained elevated after bottoming out in the third quarter of 2009. Additional losses may exist in this portfolio segment, yet are not identifiable at present. The unallocated portion provides some level of support for this.
The present view of the economic recovery is one moving at a slow to moderate pace; consequently, caution remains appropriate at the evaluation date regarding the direction of the economy and its impact on Bank loan portfolio quality. The spike in interest rates during the second quarter increases uncertainty in the existing loan portfolio and warrants an increase in the unallocated reserve over the six months ended June 30, 2013. Until conditions show consistent improvement, particularly with employment levels, and until the real estate markets return to some form of normalcy, losses may be higher than normal. 
The unallocated portion is also available to cover imprecision or uncertainties to incorporate the range of probable outcomes inherent in estimates used for the allowance, which may change from period to period.



Page 18



Commercial loans are comprised of three major classes, commercial real estate loans, commercial construction loans and other commercial loans. Commercial real estate is primarily comprised of loans to small businesses collateralized by owner-occupied real estate, while other commercial is primarily comprised of loans to small businesses collateralized by plant and equipment, commercial fishing vessels and gear, and limited inventory-based lending. Commercial real estate loans typically have a maximum loan-to-value of 75% based upon current appraisal information at the time the loan is made. 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 as such are collateralized by the taxing ability of the municipality for repayment of debt.
Construction loans, both commercial and residential, comprise a very small portion of the portfolio, and at 18.4% of capital are well under the regulatory guidance of 100.0% of capital at June 30, 2013. Construction loans and non-owner-occupied commercial real estate loans are at 74.1% of total capital, well under regulatory guidance of 300.0% of capital at June 30, 2013.
The process of establishing the allowance with respect to the commercial loan portfolio begins when a loan officer initially assigns each loan a risk rating, using established credit criteria. Approximately 50% of the outstanding loans and commitments are subject to review and validation annually by an independent consulting firm, as well as periodically 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 Bank's credit position at some future date.
7    Substandard
Loans in this category are inadequately protected by the current sound worth and 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 Bank 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.

Page 19



The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of June 30, 2013:
 
Commercial
Real Estate
 
Commercial
Construction
 
Commercial
Other
 
Municipal
Loans
 
All Risk-
Rated Loans
1 Strong
$
18,000

 
$

 
$
255,000

 
$
1,590,000

 
$
1,863,000

2 Above Average
12,914,000

 
569,000

 
6,135,000

 
7,775,000

 
27,393,000

3 Satisfactory
39,155,000

 
2,716,000

 
17,439,000

 
4,183,000

 
63,493,000

4 Average
102,063,000

 
10,963,000

 
33,117,000

 
1,337,000

 
147,480,000

5 Watch
39,466,000

 
42,000

 
15,716,000

 

 
55,224,000

6 OAEM
24,265,000

 
3,001,000

 
4,196,000

 

 
31,462,000

7 Substandard
33,503,000

 
1,350,000

 
14,535,000

 

 
49,388,000

8 Doubtful
415,000

 

 

 

 
415,000

Total
$
251,799,000

 
$
18,641,000

 
$
91,393,000

 
$
14,885,000

 
$
376,718,000

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, 2012:
 
Commercial
Real Estate
 
Commercial
Construction
 
Commercial
Other
 
Municipal
Loans
 
All Risk-
Rated Loans
1 Strong
$
19,000

 
$

 
$
271,000

 
$
1,731,000

 
$
2,021,000

2 Above Average
13,871,000

 
1,274,000

 
4,084,000

 
7,061,000

 
26,290,000

3 Satisfactory
34,454,000

 
2,312,000

 
14,578,000

 
3,487,000

 
54,831,000

4 Average
99,712,000

 
12,322,000

 
28,618,000

 
2,425,000

 
143,077,000

5 Watch
43,369,000

 
1,721,000

 
19,524,000

 

 
64,614,000

6 OAEM
26,302,000

 
79,000

 
5,300,000

 

 
31,681,000

7 Substandard
33,153,000

 
4,709,000

 
8,806,000

 

 
46,668,000

8 Doubtful
455,000

 

 
2,000

 

 
457,000

Total
$
251,335,000

 
$
22,417,000

 
$
81,183,000

 
$
14,704,000

 
$
369,639,000

The following table summarizes the risk ratings for the Company's commercial real estate, commercial construction, commercial other, and municipal loans as of June 30, 2012:
 
Commercial
Real Estate
 
Commercial
Construction
 
Commercial
Other
 
Municipal
Loans
 
All Risk-
Rated Loans
1 Strong
$
21,000

 
$

 
$
284,000

 
$
1,822,000

 
$
2,127,000

2 Above Average
19,319,000

 
170,000

 
4,601,000

 
7,933,000

 
32,023,000

3 Satisfactory
36,207,000

 
1,751,000

 
13,541,000

 
3,770,000

 
55,269,000

4 Average
99,855,000

 
20,932,000

 
32,700,000

 
2,564,000

 
156,051,000

5 Watch
41,089,000

 
1,969,000

 
21,147,000

 

 
64,205,000

6 OAEM
21,135,000

 
1,649,000

 
4,357,000

 

 
27,141,000

7 Substandard
34,931,000

 
6,601,000

 
11,111,000

 

 
52,643,000

8 Doubtful
636,000

 

 
92,000

 

 
728,000

Total
$
253,193,000

 
$
33,072,000

 
$
87,833,000

 
$
16,089,000

 
$
390,187,000



Page 20



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.
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 six months ended June 30, 2013.

Page 21



The following table presents allowance for loan losses activity by class for the six-months and quarter ended June 30, 2013, and allowance for loan loss balances by class and related loan balances by class as of June 30, 2013:
 
Commercial
Municipal
Residential
 
Home Equity Line of Credit
Consumer
Unallocated
Total
 
Real Estate
 
Construction
 
Other
 
Term
 
Construction
 
 
 
 
 
For the six months ended June 30, 2013
Beginning balance
$
5,865,000

 
$
1,359,000

 
$
2,050,000

$
18,000

$
1,109,000

 
$
11,000

 
$
654,000

$
592,000

$
842,000

$
12,500,000

Charge offs
61,000

 
930,000

 
521,000


607,000

 

 
431,000

252,000


2,802,000

Recoveries

 

 
144,000


36,000

 

 
2,000

90,000


272,000

Provision
7,000

 
162,000

 
899,000


488,000

 
(2,000
)
 
512,000

201,000

433,000

2,700,000

Ending balance
$
5,811,000

 
$
591,000

 
$
2,572,000

$
18,000

$
1,026,000

 
$
9,000

 
$
737,000

$
631,000

$
1,275,000

$
12,670,000

For the three months ended June 30, 2013
Beginning balance
$
5,879,000

 
$
1,064,000

 
$
2,115,000

$
18,000

$
1,113,000

 
$
9,000

 
$
859,000

$
574,000

$
1,089,000

$
12,720,000

Charge offs
7,000

 
527,000

 
233,000


407,000

 

 
69,000

125,000


1,368,000

Recoveries

 

 
41,000


34,000

 

 
1,000

42,000


118,000

Provision
(61,000
)
 
54,000

 
649,000


286,000

 

 
(54,000
)
140,000

186,000

1,200,000

Ending balance
$
5,811,000

 
$
591,000

 
$
2,572,000

$
18,000

$
1,026,000

 
$
9,000

 
$
737,000

$
631,000

$
1,275,000

$
12,670,000

Allowance for loan losses as of June 30, 2013
Ending balance specifically evaluated for impairment
$
1,510,000

 
$
266,000

 
$
1,005,000

$

$
218,000

 
$

 
$
7,000

$

$

$
3,006,000

Ending balance collectively evaluated for impairment
$
4,301,000

 
$
325,000

 
$
1,567,000

$
18,000

$
808,000

 
$
9,000

 
$
730,000

$
631,000

$
1,275,000

$
9,664,000

Related loan balances as of June 30, 2013
Ending balance
$
251,799,000

 
$
18,641,000

 
$
91,393,000

$
14,885,000

$
374,522,000

 
$
4,759,000

 
$
95,013,000

$
15,059,000

$

$
866,071,000

Ending balance specifically evaluated for impairment
$
17,332,000

 
$
1,819,000

 
$
5,790,000

$

$
19,695,000

 
$

 
$
1,695,000

$

$

$
46,331,000

Ending balance collectively evaluated for impairment
$
234,467,000

 
$
16,822,000

 
$
85,603,000

$
14,885,000

$
354,827,000

 
$
4,759,000

 
$
93,318,000

$
15,059,000

$

$
819,740,000



Page 22



The following table presents allowance for loan losses activity by class for the year-ended December 31, 2012 and allowance for loan loss balances by class and related loan balances by class as of December 31, 2012:
 
Commercial
Municipal
Residential
 
Home Equity Line of Credit
Consumer
Unallocated
Total
 
Real Estate
 
Construction
 
Other
 
Term
 
Construction
 
 
 
 
 
For the year ended December 31, 2012
Beginning balance
$
5,659,000

 
$
658,000

 
$
2,063,000

$
19,000

$
1,159,000

 
$
255,000

 
$
595,000

$
584,000

$
2,008,000

$
13,000,000

Charge offs
1,394,000

 
928,000

 
3,215,000


1,911,000

 
389,000

 
688,000

555,000


9,080,000

Recoveries
13,000

 
246,000

 
113,000


110,000

 
54,000

 
1,000

208,000


745,000

Provision
1,587,000

 
1,383,000

 
3,089,000

(1,000
)
1,751,000

 
91,000

 
746,000

355,000

(1,166,000
)
7,835,000

Ending balance
$
5,865,000

 
$
1,359,000

 
$
2,050,000

$
18,000

$
1,109,000

 
$
11,000

 
$
654,000

$
592,000

$
842,000

$
12,500,000

Allowance for loan losses as of December 31, 2012
Ending balance specifically evaluated for impairment
$
1,523,000

 
$
969,000

 
$
652,000

$

$
395,000

 
$

 
$

$

$

$
3,539,000

Ending balance collectively evaluated for impairment
$
4,342,000

 
$
390,000

 
$
1,398,000

$
18,000

$
714,000

 
$
11,000

 
$
654,000

$
592,000

$
842,000

$
8,961,000

Related loan balances as of December 31, 2012
Ending balance
$
251,335,000

 
$
22,417,000

 
$
81,183,000

$
14,704,000

$
379,447,000

 
$
6,459,000

 
$
99,082,000

$
14,657,000

$

$
869,284,000

Ending balance specifically evaluated for impairment
$
15,774,000

 
$
3,354,000

 
$
5,861,000

$

$
19,444,000

 
$

 
$
1,311,000

$

$

$
45,744,000

Ending balance collectively evaluated for impairment
$
235,561,000

 
$
19,063,000

 
$
75,322,000

$
14,704,000

$
360,003,000

 
$
6,459,000

 
$
97,771,000

$
14,657,000

$

$
823,540,000


Page 23




The following table presents allowance for loan losses activity by class for the six-months and quarter ended June 30, 2012, and allowance for loan loss balances by class and related loan balances by class as of June 30, 2012:
 
Commercial
Municipal
Residential
 
 Home Equity Line of Credit
Consumer
Unallocated
Total
 
Real Estate
 
Construction
 
Other
 
Term
 
Construction
 
 
 
 
 
For the six months ended June 30, 2012
Beginning balance
$
5,659,000

 
$
658,000

 
$
2,063,000

$
19,000

$
1,159,000

 
$
255,000

 
$
595,000

$
584,000

$
2,008,000

$
13,000,000

Charge offs
915,000

 

 
2,162,000


375,000

 
118,000

 
49,000

276,000


3,895,000

Recoveries
1,000

 
246,000

 
11,000


2,000

 

 

119,000


379,000

Provision
819,000

 
469,000

 
2,564,000


801,000

 
(79,000
)
 
263,000

176,000

(113,000
)
4,900,000

Ending balance
$
5,564,000

 
$
1,373,000

 
$
2,476,000

$
19,000

$
1,587,000

 
$
58,000

 
$
809,000

$
603,000

$
1,895,000

$
14,384,000

For the three months ended June 30, 2012
Beginning balance
$
5,862,000

 
$
704,000

 
$
2,125,000

$
19,000

$
1,236,000

 
$
59,000

 
$
682,000

$
568,000

$
1,699,000

$
12,954,000

Charge offs
915,000

 

 
160,000


136,000

 
118,000

 

96,000


1,425,000

Recoveries
1,000

 

 
9,000


1,000

 

 

44,000


55,000

Provision
616,000

 
669,000

 
502,000


486,000

 
117,000

 
127,000

87,000

196,000

2,800,000

Ending balance
$
5,564,000

 
$
1,373,000

 
$
2,476,000

$
19,000

$
1,587,000

 
$
58,000

 
$
809,000

$
603,000

$
1,895,000

$
14,384,000

Allowance for loan losses as of June 30, 2012
Ending balance specifically evaluated for impairment
$
1,133,000

 
$
787,000

 
$
932,000

$

$
966,000

 
$
48,000

 
$
300,000

$
11,000

$

$
4,177,000

Ending balance collectively evaluated for impairment
$
4,431,000

 
$
586,000

 
$
1,544,000

$
19,000

$
621,000

 
$
10,000

 
$
509,000

$
592,000

$
1,895,000

$
10,207,000

Related loan balances as of June 30, 2012
Ending balance
$
253,193,000

 
$
33,072,000

 
$
87,833,000

$
16,089,000

$
368,876,000

 
$
6,449,000

 
$
100,689,000

$
15,613,000

$

$
881,814,000

Ending balance specifically evaluated for impairment
$
13,795,000

 
$
3,619,000

 
$
4,100,000

$

$
19,052,000

 
$
1,336,000

 
$
1,456,000

$
16,000

$

$
43,374,000

Ending balance collectively evaluated for impairment
$
239,398,000

 
$
29,453,000

 
$
83,733,000

$
16,089,000

$
349,824,000

 
$
5,113,000

 
$
99,233,000

$
15,597,000

$

$
838,440,000


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.

Page 24



As of June 30, 2013, the Company had 105 loans with a value of $30,874,000 that have been classified as TDRs. This compares to 101 loans with a value of $29,955,000 and 82 loans with a value of $24,980,000 classified as TDRs as of December 31, 2012 and June 30, 2012, 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 June 30, 2013:

 
Number of Loans
 
Balance
 
Specific Reserves
Commercial
 
 
 
 
 
   Real estate
20

 
$
13,593,000

 
$
868,000

   Construction
3

 
1,789,000

 
267,000

   Other
23

 
3,491,000

 
607,000

Municipal

 

 

Residential
 
 
 
 
 
   Term
54

 
11,149,000

 
167,000

   Construction

 

 

Home equity line of credit
5

 
852,000

 
7,000

Consumer

 

 

 
105

 
$
30,874,000

 
$
1,916,000

The following table shows TDRs by class and the specific reserve as of December 31, 2012:
 
Number of Loans
 
Balance
 
Specific Reserves
Commercial
 
 
 
 
 
   Real estate
18

 
$
11,961,000

 
$
823,000

   Construction
3

 
3,319,000

 
969,000

   Other
23

 
3,074,000

 
574,000

Municipal

 

 

Residential
 
 
 
 
 
   Term
53

 
10,945,000

 
224,000

   Construction

 

 

Home equity line of credit
4

 
656,000

 

Consumer

 

 

 
101

 
$
29,955,000

 
$
2,590,000

     













Page 25



The following table shows TDRs by class and the specific reserve as of June 30, 2012:
 
Number of Loans
 
Balance
 
Specific Reserves
Commercial
 
 
 
 
 
   Real estate
17

 
$
9,216,000

 
$
496,000

   Construction
2

 
3,099,000

 
696,000

   Other
15

 
1,984,000

 
590,000

Municipal

 

 

Residential
 
 
 
 
 
   Term
48

 
10,681,000

 
327,000

   Construction

 

 

Home equity line of credit

 

 

Consumer

 

 

 
82

 
$
24,980,000

 
$
2,109,000


As of June 30, 2013, 12 of the loans classified as TDRs with a total balance of $2,197,000 were more than 30 days past due. Of these loans, two loans with an outstanding balance of $524,000 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 June 30, 2013:

 
Number of Loans
 
Balance
 
Specific Reserves
Commercial
 
 
 
 
 
   Real estate
2

 
$
319,000

 
$
5,000

   Construction
1

 
423,000

 

   Other
2

 
370,000

 
9,000

Municipal

 

 

Residential
 
 
 
 
 
   Term
7

 
1,085,000

 
6,000

   Construction

 

 

Home equity line of credit

 

 

Consumer

 

 

 
12

 
$
2,197,000

 
$
20,000


As of June 30, 2012, 13 of the loans classified as TDRs with a total balance of $2,487,000 were more than 30 days past due. Of these loans, six loans with an outstanding balance of $864,000 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 June 30, 2012:

Page 26



 
Number of Loans
 
Balance
 
Specific Reserves
Commercial
 
 
 
 
 
   Real estate
1

 
$
269,000

 
$
111,000

   Construction

 

 

   Other
3

 
180,000

 

Municipal

 

 

Residential
 
 
 
 
 
   Term
9

 
2,038,000

 
92,000

   Construction

 

 

Home equity line of credit

 

 

Consumer

 

 

 
13

 
$
2,487,000

 
$
203,000


For the six months ended June 30, 2013, ten loans were placed on TDR status with an outstanding balance of $3,890,000. This compares to 29 loans placed on TDR status with an outstanding balance of $8,107,000 for the six months ended June 30, 2012. These were considered TDRs because concessions had been granted to borrowers experiencing financial difficulties. Concessions include reductions in interest rates, principal and/or interest forbearance, payment extensions, or combinations thereof.
The following tables show loans placed on TDR status in the six months ended June 30, 2013 and 2012, by class of loan and the associated specific reserve included in the allowance for loan losses as of June 30, 2013 and 2012:
For the six months ended June 30, 2013
Number of Loans
 
Pre-Modification
Outstanding
Recorded Investment
 
Post-Modification Outstanding
Recorded
Investment
 
Specific Reserves
Commercial
 
 
 
 
 
 
 
   Real estate
2

 
$
1,897,000

 
$
1,897,000

 
$

   Construction

 

 

 

   Other
5

 
1,164,000

 
1,150,000

 
$

Municipal

 

 

 

Residential
 
 
 
 
 
 
 
   Term
2

 
625,000

 
475,000

 

   Construction

 

 

 

Home equity line of credit
1

 
204,000

 
202,000

 

Consumer

 

 

 

 
10

 
$
3,890,000

 
$
3,724,000

 


Page 27



For the six months ended June 30, 2012
Number of Loans
 
Pre-Modification
Outstanding
Recorded Investment
 
Post-Modification Outstanding
Recorded
Investment
 
Specific Reserves
Commercial
 
 
 
 
 
 
 
   Real estate
12

 
$
4,032,000

 
$
3,845,000

 
$
152,000

   Construction
1

 
1,951,000

 
1,951,000

 
696,000

   Other
9

 
713,000

 
712,000

 
544,000

Municipal

 

 

 

Residential
 
 
 
 
 
 
 
   Term
7

 
1,411,000

 
1,411,000

 
76,000

   Construction

 

 

 

Home equity line of credit

 

 

 

Consumer

 

 

 

 
29

 
$
8,107,000

 
$
7,919,000

 
$
1,468,000


For the quarter ended June 30, 2013, three loans were placed on TDR status with an outstanding balance of $936,000. This compares to 15 loans placed on TDR status with an outstanding balance of $5,105,000 for the quarter ended June 30, 2012. These were considered TDRs because concessions had been granted to borrowers experiencing financial difficulties. Concessions include reductions in interest rates, principal and/or interest forbearance, payment extensions, or combinations thereof.
The following tables show loans placed on TDR status in the three months ended June 30, 2013 and 2012, by class of loan and the associated specific reserve included in the allowance for loan losses as of June 30, 2013 and 2012:
For the quarter ended June 30, 2013
Number of Loans
 
Pre-Modification
Outstanding
Recorded Investment
 
Post-Modification Outstanding
Recorded
Investment
 
Specific Reserves
Commercial
 
 
 
 
 
 
 
   Real estate

 
$

 
$

 
$

   Construction

 

 

 

   Other
2

 
623,000

 
620,000

 

Municipal

 

 

 

Residential
 
 
 
 
 
 
 
   Term
1

 
313,000

 
163,000

 
$

   Construction

 

 

 

Home equity line of credit

 

 

 

Consumer

 

 

 

 
3

 
$
936,000

 
$
783,000

 
$



Page 28



For the quarter ended June 30, 2012
Number of Loans
 
Pre-Modification
Outstanding
Recorded Investment
 
Post-Modification Outstanding
Recorded
Investment
 
Specific Reserves
Commercial
 
 
 
 
 
 
 
   Real estate
5

 
$
1,598,000

 
$
1,449,000

 
$
152,000

   Construction
1

 
1,951,000

 
1,951,000

 
696,000

   Other
6

 
701,000

 
700,000

 
545,000

Municipal

 

 

 

Residential
 
 
 
 
 
 
 
   Term
3

 
855,000

 
855,000

 
61,000

   Construction

 

 

 

Home equity line of credit

 

 

 

Consumer

 

 

 

 
15

 
$
5,105,000

 
$
4,955,000

 
$
1,454,000


As of June 30, 2013, Management is aware of ten loans classified as TDRs that are involved in bankruptcy with an outstanding balance of $970,000. There were also 23 loans with an outstanding balance of $4,027,000 that were classified as TDRs and on non-accrual status. Five loans with an outstanding balance of $450,000, that were classified as TDRs, were in the process of foreclosure.

Note 5 – Stock Options and Stock-Based Compensation
At the 2010 Annual Meeting, shareholders approved the 2010 Equity Incentive Plan (the "2010 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 our business. 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 2010 Plan will qualify for treatment as incentive stock options for purposes of Section 422 of the Internal Revenue Code. Other compensation under the 2010 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 June 30, 2013, 46,841 shares of restricted stock had been granted under the 2010 Plan, as detailed in the following table:
Year
Granted
Vesting Term
(In Years)
Shares
Remaining Term
(In Years)
2011
4.0
1,500

1.6
2011
5.0
5,500

2.6
2012
3.0
2,027

1.7
2012
4.0
2,704

2.7
2012
5.0
7,996

3.7
2013
2.0
8,529

1.7
2013
3.0
8,886

2.7
2013
5.0
9,699

4.7
 
 
46,841

3.0
The compensation cost related to these restricted stock grants was $756,000 and will be recognized over the vesting terms of each grant. In the six months ended June 30, 2013, $107,000 of expense was recognized for these restricted shares, leaving $540,000 in unrecognized expense as of June 30, 2013. In the six months ended June 30, 2012, $40,000 of expense was recognized for restricted shares, leaving $240,000 in unrecognized expense as of June 30, 2012.
The Company established a shareholder-approved stock option plan in 1995 (the "1995 Plan"), under which the Company granted options to employees for 600,000 shares of common stock. Only incentive stock options were granted under the 1995 Plan. The option price of each option grant was determined by the Options Committee of the Board of Directors, and in no

Page 29



instance was less than the fair market value on the date of the grant. An option's maximum term was ten years from the date of grant, with 50% of the options granted vesting two years from the date of grant and the remaining 50% vesting five years from the date of grant. As of January 16, 2005, all options under the 1995 Plan had been granted.
The Company applies the fair value recognition provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 "Compensation – Stock Compensation", to stock-based employee compensation. As of June 30, 2013, all outstanding options were fully vested and all compensation cost for options had been recognized. A summary of the status of outstanding stock options as of June 30, 2013 and changes during the six-month period then ended, is presented below.
 
Number of Shares
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (In years)
 
Aggregate Intrinsic Value
(In thousands)
Outstanding at December 31, 2012
42,000

 
$
18.00

 
 
 
 
     Granted in 2013

 

 
 
 
 
     Exercised in 2013

 

 
 
 

     Forfeited in 2013

 

 
 
 
 
Outstanding at June 30, 2013
42,000

 
$
18.00

 
1.6
 

Exercisable at June 30, 2013
42,000

 
$
18.00

 
1.6
 



Note 6 – Preferred and Common Stock
Preferred Stock
On January 9, 2009, the Company issued $25,000,000 in Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, to the U.S. Treasury ("Treasury') under the Capital Purchase Program ("the CPP Shares"). The CPP Shares called for cumulative dividends at a rate of 5.0% per year for the first five years, and at a rate of 9.0% per year in following years, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year.
On August 24, 2011, the Company repurchased $12,500,000 of the CPP Shares. Almost all of the repayment was made from retained earnings accumulated since the preferred stock was issued in 2009. On March 27, 2013, the Company repurchased $2,500,000 of the CPP Shares with funds from it's operating account. On May 8, 2013, the Company repurchased the remaining $10,000,000 CPP Shares using proceeds from the Company's common stock offering in the first quarter of 2013, All the repurchase transactions were approved by the Federal Reserve Bank of Boston, the Company's primary regulator.
Incident to such issuance of the CPP shares, the Company issued to the Treasury warrants (the "Warrants") to purchase up to 225,904 shares of the Company's common stock at a price per share of $16.60 (subject to adjustment). The Warrants (and any shares of common stock issuable pursuant to the Warrants) are freely transferable by Treasury to third parties and the Company has filed a registration statement with the Securities and Exchange Commission to allow for possible resale of such securities.
The Warrants have a term of ten years and could be exercised by Treasury or a subsequent holder at any time or from time to time during their term. To the extent they had not previously been exercised, the Warrants will expire after ten years. Treasury will not vote any shares of common stock it receives upon exercise of the Warrants, but that restriction would not apply to third parties to whom Treasury transferred the Warrants. The proceeds from the sale of the CPP Shares were allocated between the CPP Shares and Warrants based on their relative fair values on the issue date. The fair value of the Warrants was determined using the Black-Scholes model which includes the following assumptions: common stock price of $16.60 per share, dividend yield of 4.70%, stock price volatility of 24.43%, and a risk-free interest rate of 2.01%. The discount on the CPP Shares was based on the value that was allocated to the Warrants upon issuance, and is being accreted back to the value of the CPP Shares over a five-year period (the expected life of the shares upon issuance) on a straight-line basis. The Warrants were unchanged as a result of the CPP Shares repurchase transactions and remain outstanding.

Common Stock
On March 28, 2013, the Company consummated a fully underwritten offering for 760,771 shares of the Company's common stock, with net proceeds of $11,649,000. The Company used these proceeds to repurchase the remaining $10,000,000 of CPP Shares on May 8, 2013.


Page 30



Note 7 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (EPS) for the six months ended June 30, 2013 and 2012:
 
Income (Numerator)
 
Shares (Denominator)
 
Per-Share Amount
For the six months ended June 30, 2013
 
 
 
 
 
Net income as reported
$
6,098,000

 
 
 
 
Less dividends and amortization of premium on preferred stock
345,000

 
 
 
 
Basic EPS: Income available to common shareholders
5,753,000

 
10,316,177

 
$
0.56

Effect of dilutive securities: warrants and restricted stock
 
 
47,799

 
 
Diluted EPS: Income available to common shareholders plus assumed conversions
$
5,753,000

 
10,363,976

 
$
0.56

For the six months ended June 30, 2012
 
 
 
 
 
Net income as reported
$
6,236,000

 
 
 
 
Less dividends and amortization of premium on preferred stock
362,000

 
 
 
 
Basic EPS: Income available to common shareholders
5,874,000

 
9,822,437

 
$
0.60

Effect of dilutive securities:
restricted stock
 
 
15,461

 
 
Diluted EPS: Income available to common shareholders plus assumed conversions
$
5,874,000

 
9,837,898

 
$
0.60




































Page 31



The following table sets forth the computation of basic and diluted EPS for the quarters ended June 30, 2013 and 2012.

 
Income (Numerator)
 
Shares (Denominator)
 
Per-Share Amount
For the quarter ended June 30, 2013
 
 
 
 
 
Net income as reported
$
3,242,000

 
 
 
 
Less dividends and amortization of premium on preferred stock
164,000

 
 
 
 
Basic EPS: Income available to common shareholders
3,078,000

 
10,610,615

 
$
0.29

Effect of dilutive securities: warrants and restricted stock
 
 
47,249

 
 
Diluted EPS: Income available to common shareholders plus assumed conversions
$
3,078,000

 
10,657,864

 
$
0.29

For the quarter ended June 30, 2012
 
 
 
 
 
Net income as reported
$
3,323,000

 
 
 
 
Less dividends and amortization of premium on preferred stock
181,000

 
 
 
 
Basic EPS: Income available to common shareholders
3,142,000

 
9,824,568

 
$
0.32

Effect of dilutive securities:
restricted stock
 
 
19,727

 
 
Diluted EPS: Income available to common shareholders plus assumed conversions
$
3,142,000

 
9,844,295

 
$
0.32

All earnings per share calculations have been made using the weighted average number of shares outstanding during the period. The potentially dilutive securities are incentive stock options and unvested shares of restricted stock granted to certain key members of Management and the warrants. The number of dilutive shares is calculated using the treasury method, assuming that all options and warrants were exercisable at the end of each period. Options and warrants that are out-of-the-money are not considered in the calculation of dilutive earnings per share as the effect would be anti-dilutive.
The following table presents the number of options and warrants outstanding as of June 30, 2013 and 2012 and the amount for which the market price at period end is above or below the strike price:
 
Outstanding
In-the-Money
Out-of-the-Money
As of June 30, 2013
 
 
 
Incentive stock options
42,000


42,000

Warrants issued to Treasury
225,904

225,904


Total dilutive securities
267,904

225,904

42,000

As of June 30, 2012
 
 
 
Incentive stock options
42,000


42,000

Warrants issued to Treasury
225,904


225,904

Total dilutive securities
267,904


267,904


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 2012. The amount for 2013 has not been established. The expense related to the 401(k) plan was $199,000 and $186,000 for the six months ended June 30, 2013 and 2012, respectively.


Supplemental Retirement Benefits
The Bank also provides unfunded, non-qualified 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

Page 32



the participating officers in accordance with FASB ASC Topic 712 "Compensation – Nonretirement Postemployment Benefits". The expense of these supplemental retirement benefits was $155,000 for the six months ended June 30, 2013 and $145,000 for the same period in 2012. As of June 30, 2013, the associated accrued liability included in other liabilities in the balance sheet was $2,207,000 compared to $2,080,000 and $1,964,000 at December 31, 2012 and June 30, 2012, 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 seven 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 "Compensation – Nonretirement Postemployment Benefits" 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. The following table sets forth the accumulated postretirement benefit obligation and funded status:
 
At or for the six months ended June 30,
 
2013
 
2012
Change in benefit obligation
 
 
 
Benefit obligation at beginning of year
$
1,954,000

 
$
1,848,000

Service cost
8,000

 
34,000

Interest cost
52,000

 
56,000

Benefits paid
(68,000
)
 
(68,000
)
Benefit obligation at end of period
1,946,000

 
1,870,000

Funded status
 
 
 
Benefit obligation at end of period
(1,946,000
)
 
(1,870,000
)
Accrued benefit cost at end of period
$
(1,946,000
)
 
$
(1,870,000
)
The following table sets forth the net periodic pension cost:
 
For the six months ended
June 30,
 
For the quarters ended
 June 30,
 
2013
 
2012
 
2013
 
2012
Components of net periodic benefit cost
 
 
 
 
 
 
 
Service cost
$
8,000

 
$
34,000

 
$
4,000

 
$
17,000

Interest cost
52,000

 
56,000

 
26,000

 
28,000

Amortization of unrecognized transition obligation
5,000

 
14,000

 

 
7,000

Amortization of accumulated losses
4,000

 
6,000

 
4,000

 
3,000

Net periodic benefit cost
$
69,000

 
$
110,000

 
$
34,000

 
$
55,000

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) are as follows:
 
June 30,
2013
 
December 31, 2012
 
June 30,
2012
Unamortized net actuarial loss
$
(182,000
)
 
$
(186,000
)
 
$
(100,000
)
Unrecognized transition obligation

 
(5,000
)
 
(20,000
)
 
(182,000
)
 
(191,000
)
 
(120,000
)
Deferred tax benefit at 35%
67,000

 
68,000

 
43,000

Net unrecognized postretirement benefits included in accumulated other comprehensive income (loss)
$
(115,000
)
 
$
(123,000
)
 
$
(77,000
)

A weighted average discount rate of 4.5% 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 the third quarter of 2013 are $26,000 and the expected benefit payments for all of 2013 are $102,000. Plan expense for 2013 is estimated to be $112,000. A 1% change in trend assumptions

Page 33



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 for the six-months and quarters ended June 30, 2013 and 2012.
 
For the six months ended June 30,
 
For the quarters ended June 30,
 
2013
 
2012
 
2013
 
2012
Balance at beginning of period
$
7,940,000

 
$
7,401,000

 
$
5,474,000

 
$
7,088,000

Unrealized gains (losses) arising during the period
(16,410,000
)
 
2,159,000

 
(12,915,000
)
 
2,118,000

Reclassification of realized gains during the period
(1,087,000
)
 
(1,967,000
)
 
(788,000
)
 
(1,444,000
)
Related deferred taxes
6,124,000

 
(67,000
)
 
4,796,000

 
(236,000
)
Net change
(11,373,000
)
 
125,000

 
(8,907,000
)
 
438,000

Balance at end of period
$
(3,433,000
)
 
$
7,526,000

 
$
(3,433,000
)
 
$
7,526,000


The reclassification of realized gains is included in the net securities gain 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 gain or loss on postretirement benefits included in other comprehensive income for the six-months and quarters ended June 30, 2013 and 2012.
 
For the six months ended
June 30,
 
For the quarters ended
June 30,
 
2013
 
2012
 
2013
 
2012
Unrecognized postretirement benefits at beginning of period
$
(123,000
)
 
$
(87,000
)
 
$
(119,000
)
 
$
(82,000
)
Amortization of unrecognized transition obligation
5,000

 
14,000

 

 
7,000

Change in accumulated losses
4,000

 

 
6,000

 

Related deferred taxes
(1,000
)
 
(4,000
)
 
(2,000
)
 
(2,000
)
Unrecognized postretirement benefits at end of period
$
(115,000
)
 
$
(77,000
)
 
$
(115,000
)
 
$
(77,000
)

The reclassification of unrecognized transition obligation is a component of net periodic benefit cost (see Note 8) and the income tax effect is included in the income tax expense line of the consolidated statements of income and comprehensive income.



Note 10 - Acquisitions and Intangible Assets

On October 26, 2012, the Bank completed the purchase of a branch at 63 Union Street in Rockland, Maine, from Camden National Bank that was formerly operated by Bank of America. As part of the transaction, the Bank acquired approximately $32,300,000 in deposits as well as a small volume of loans. On the same date, the Bank completed the purchase of a full-service bank building at 145 Exchange Street in Bangor, Maine, also from Camden National Bank, and opened a full-service branch in this building in the first quarter of 2013. The acquisition allows the Bank to expand its community banking franchise into eastern Maine and expand its presence in Rockland, Maine. The acquisition-date estimated fair values of assets acquired and liabilities assumed in Rockland and Bangor were as follows:


Page 34



Assets
 
Cash

$25,297,000

Loans
224,000

Bank premises and equipment
3,776,000

Accrued interest receivable and other assets
24,000

Core deposit intangible
432,000

Goodwill
2,121,000

Liabilities
 
Deposits

$31,858,000

Accrued interest and other liabilities
16,000


The purchase premium of $2,600,000 was allocated to assets acquired and liabilities assumed based on estimates of fair value at the date of acquisition. The fair value of the deposit accounts assumed was compared to the carrying amounts received and the difference of $432,000 was recorded as core deposit intangible. The core deposit intangible is subject to amortization over the estimated ten-year average life of the acquired core deposit base and will be evaluated for impairment periodically. The amortization expense is included in noninterest expense in the consolidated statements of income and comprehensive income (loss) and is deductible for tax purposes. As of December 31, 2012, the amortization expense related to the core deposit intangible, absent any future impairment, is expected to be as follows:

2013
$
43,000

2014
43,000

2015
43,000

2016
43,000

2017
43,000

Thereafter
217,000

Total
$
432,000


The banking facilities were valued at the most recent tax assessed value, which approximates fair value. The loans acquired were recorded at fair value at the time of acquisition. The estimated fair value of the loans acquired is equal to the carrying value. The excess of the purchase price over the fair value of the assets acquired, liabilities assumed, and the amount allocated for core deposit intangible totaled $2,121,000 and was recorded as goodwill. The goodwill is not amortizable for GAAP but is amortizable for tax purposes. Management periodically assesses qualitative factors to determine whether goodwill is impaired. Management is not aware of any such events or circumstances that would cause it to conclude that the goodwill is impaired.
On January 14, 2005, the Company acquired FNB Bankshares (“FNB”) of Bar Harbor, Maine, and its subsidiary, The First National Bank of Bar Harbor. The total value of the transaction was $47,955,000, and all of the voting equity interest of FNB was acquired in the transaction. The transaction was accounted for as a purchase and the excess of purchase price over the fair value of net identifiable assets acquired equaled $27,559,000 and was recorded as goodwill, none of which was deductible for tax purposes. The portion of the purchase price related to the core deposit intangible is being amortized over its expected economic life, and goodwill is evaluated annually for possible impairment under the provisions of FASB ASC Topic 350, “Intangibles – Goodwill and Other”. As of December 31, 2012, in accordance with Topic 350, the Company completed its annual review of goodwill and determined there has been no impairment. The Bank also carries $125,000 in goodwill for a de minimus transaction in 2001.


Note 11 – Mortgage Servicing Rights

FASB ASC Topic 940 "Financial Services – Mortgage Banking" 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-month moving average of weekly prepayment data published by the Public Securities

Page 35



Association (PSA) and modeled against the serviced loan portfolio, and the discount rate to discount future cash flows. As of June 30, 2013, the prepayment assumption using the PSA model was 268, which translates into an anticipated prepayment rate of 16.06%. The discount rate is the quarterly average 10 year U.S. Treasury plus 5.09%. 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 six months ended June 30, 2013 and 2012, servicing rights capitalized totaled $479,000 and $81,000, respectively. Servicing rights capitalized for the three-month periods ended June 30, 2013 and 2012, were $224,000 and $70,000 respectively. Servicing rights amortized for the six-month periods ended June 30, 2013 and 2012, were $265,000 and $334,000, respectively. The fair value of servicing rights was $1,757,000, $1,228,000 and $1,075,000 at June 30, 2013, December 31, 2012 and June 30, 2012, respectively. The Bank serviced loans for others totaling $212,106,000, $205,859,000 and $213,035,000 at June 30, 2013, December 31, 2012, and June 30, 2012, respectively. Mortgage servicing rights are included in other assets and detailed in the following table:
 
June 30,
2013
 
December 31,
2012
 
June 30,
2012
Mortgage servicing rights
$
6,909,000

 
$
6,430,000

 
$
6,177,000

Accumulated amortization
(5,738,000
)
 
(5,473,000
)
 
(5,170,000
)
Impairment reserve
(18,000
)
 
(90,000
)
 
(177,000
)
 
$
1,153,000

 
$
867,000

 
$
830,000


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, 2010 through 2012.

Note 13 - Certificates of Deposit
The following table represents the breakdown of certificates of deposit at June 30, 2013 and 2012, and at December 31, 2012:
 
June 30, 2013
 
December 31, 2012
 
June 30, 2012
Certificates of deposit < $100,000
$
197,888,000

 
$
199,265,000

 
$
239,635,000

Certificates $100,000 to $250,000
334,361,000

 
277,571,000

 
313,742,000

Certificates $250,000 and over
37,160,000

 
28,220,000

 
60,501,000

 
$
569,409,000

 
$
505,056,000

 
$
613,878,000


Note 14 – Reclassifications
Certain items from the prior year were reclassified in the 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 (loss) presentations.

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.

Page 36





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.

Cash, Cash Equivalents and Interest-Bearing Deposits in Other Banks
The carrying values of cash equivalents, due from banks and federal funds sold approximate their relative fair values. As such, the Company classifies these financial instruments as Level 1.

Investment Securities
The fair values of investment securities are estimated by independent providers using a market approach with observable inputs. 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. The carrying values of restricted equity securities approximate fair values. As such, the Company classifies investment securities as Level 2.

Loans Held for Sale
Loans held for sale are recorded at the lower of carrying value or market value. The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies mortgage loans held for sale as Level 2.

Loans
Fair values are estimated for portfolios of loans with similar financial characteristics. 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 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, less costs to sell. As such, the Company classifies collateral dependent impaired loans as Level 2 and all other impaired loans 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.

Page 37




Accrued Interest Receivable
The fair value estimate of this financial instrument approximates the carrying value as this financial instrument has a short maturity. It is the Company's policy to stop accruing interest on loans for which it is probable that the interest is not collectible. Therefore, this financial instrument has been adjusted for estimated credit loss. As such, the Company classifies accrued interest receivable as Level 2.

Deposits
The fair value of deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value estimates do not include the benefit that results from the low-cost funding provided by the deposits compared to the cost of borrowing funds in the market. If that value were considered, the fair value of the Company's net assets could increase. 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.

Accrued Interest Payable
The fair value estimate approximates the carrying amount as this financial instrument has a short maturity. As such, the Company classifies accrued interest payable as Level 2.

Off-Balance-Sheet Instruments
Off-balance-sheet instruments include loan commitments. Fair values for loan commitments have not been presented as the future revenue derived from such financial instruments is not significant.

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 June 30, 2013, December 31, 2012 and June 30, 2012.
 
At June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Securities available for sale
 
 
 
 
 
 
 
   Mortgage-backed securities
$

 
$
157,524,000

 
$

 
$
157,524,000

   State and political subdivisions

 
128,539,000

 

 
128,539,000

   Other equity securities

 
1,672,000

 

 
1,672,000

Total assets
$

 
$
287,735,000

 
$

 
$
287,735,000


Page 38



 
At December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Securities available for sale
 
 
 
 
 
 
 
   Mortgage-backed securities
$

 
$
169,093,000

 
$

 
$
169,093,000

   State and political subdivisions

 
120,944,000

 

 
120,944,000

   Other equity securities

 
1,577,000

 

 
1,577,000

Total assets
$

 
$
291,614,000

 
$

 
$
291,614,000

 
At June 30, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Securities available for sale
 
 
 
 
 
 
 
   Mortgage-backed securities
$

 
$
206,979,000

 
$

 
$
206,979,000

   State and political subdivisions

 
98,593,000

 

 
98,593,000

   Other equity securities

 
1,775,000

 

 
1,775,000

Total assets
$

 
$
307,347,000

 
$

 
$
307,347,000


Assets and Liabilities 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. Other real estate owned is presented net of an allowance of $547,000, $373,000 and $385,000 at June 30, 2013, December 31, 2012, and June 30, 2012, respectively. Impaired loans measured at fair value only include impaired loans with a related specific allowance for loan losses and are presented net of specific allowances of $877,000, $3,539,000 and $4,177,000 at June 30, 2013, December 31, 2012, and June 30, 2012, respectively. The December 31, 2012 and June 30, 2012 non-recurring fair value table includes all impaired loans with a related allowance. The Company refined its process for identifying impaired loans for purposes of fair value disclosures; accordingly the June 30, 2013 fair value table only includes those impaired loans for which the related allowance results in a fair value measure, as described above.
 
At June 30, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Other real estate owned
$

 
$
5,826,000

 
$

 
$
5,826,000

Impaired loans

 
3,911,000

 

 
3,911,000

Total assets
$

 
$
9,737,000

 
$

 
$
9,737,000

 
At December 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Other real estate owned
$

 
$
7,593,000

 
$

 
$
7,593,000

Impaired loans

 
13,923,000

 

 
13,923,000

Total assets
$

 
$
21,516,000

 
$

 
$
21,516,000

 
At June 30, 2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Other real estate owned
$

 
$
5,188,000

 
$

 
$
5,188,000

Impaired loans

 
14,734,000

 

 
14,734,000

Total assets
$

 
$
19,922,000

 
$

 
$
19,922,000



Page 39



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.
The carrying amount and estimated fair values for financial instruments as of June 30, 2013 were as follows:
 
Carrying value
 
Estimated fair value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
18,683,000

 
$
18,683,000

 
$
18,683,000

 
$

 
$

Interest bearing deposits in other banks
334,000

 
334,000

 
334,000

 

 

Securities available for sale
287,735,000

 
287,735,000

 

 
287,735,000

 

Securities to be held to maturity
177,264,000

 
174,790,000

 

 
174,790,000

 

Restricted equity securities
13,912,000

 
13,912,000

 

 
13,912,000

 

Loans held for sale
1,047,000

 
1,047,000

 

 
1,047,000

 

Loans (net of allowance for loan losses)
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
   Real estate
245,338,000

 
243,846,000

 

 
2,334,000

 
241,512,000

   Construction
17,984,000

 
17,875,000

 

 
0

 
17,875,000

   Other
88,533,000

 
88,601,000

 

 
755,000

 
87,846,000

Municipal
14,865,000

 
15,599,000

 

 

 
15,599,000

Residential
 
 
 
 
 
 
 
 
 
   Term
373,381,000

 
379,161,000

 

 
789,000

 
378,372,000

   Construction
4,749,000

 
4,736,000

 

 

 
4,736,000

Home equity line of credit
94,194,000

 
93,904,000

 

 
33,000

 
93,871,000

Consumer
14,357,000

 
14,714,000

 

 

 
14,714,000

Total loans
853,401,000

 
858,436,000

 

 
3,911,000

 
854,525,000

Mortgage servicing rights
1,153,000

 
1,757,000

 

 
1,757,000

 

Accrued interest receivable
6,443,000

 
6,443,000

 

 
6,443,000

 

Financial liabilities
 
 
 
 
 
 
 
 
 
Demand deposits
$
88,540,000

 
$
82,280,000

 
$

 
$
82,280,000

 
$

NOW deposits
139,022,000

 
122,048,000

 

 
122,048,000

 

Money market deposits
87,993,000

 
71,120,000

 

 
71,120,000

 

Savings deposits
142,718,000

 
121,525,000

 

 
121,525,000

 

Local certificates of deposit
224,472,000

 
227,421,000

 

 
227,421,000

 

National certificates of deposit
344,937,000

 
347,693,000

 

 
347,693,000

 

Total deposits
1,027,682,000

 
972,087,000

 

 
972,087,000

 

Repurchase agreements
85,731,000

 
85,731,000

 

 
85,731,000

 

Federal Home Loan Bank advances
171,377,000

 
176,813,000

 

 
176,813,000

 

Total borrowed funds
257,108,000

 
262,544,000

 

 
262,544,000

 

Accrued interest payable
607,000

 
607,000

 

 
607,000

 





Page 40



The carrying amounts and estimated fair values for financial instruments as of December 31, 2012 were as follows:
 
Carrying value
 
Estimated fair value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
14,958,000

 
$
14,958,000

 
$
14,958,000

 
$

 
$

Interest bearing deposits in other banks
1,638,000

 
1,638,000

 
1,638,000

 

 

Securities available for sale
291,614,000

 
291,614,000

 

 
291,614,000

 

Securities to be held to maturity
143,320,000

 
150,247,000

 

 
150,247,000

 

Restricted equity securities
14,448,000

 
14,448,000

 

 
14,448,000

 

Loans held for sale
1,035,000

 
1,035,000

 

 
1,035,000

 

Loans (net of allowance for loan losses)
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
   Real estate
245,046,000

 
244,365,000

 

 
4,865,000

 
239,500,000

   Construction
20,960,000

 
20,902,000

 

 
2,284,000

 
18,618,000

   Other
78,985,000

 
79,312,000

 

 
472,000

 
78,840,000

Municipal
14,685,000

 
16,058,000

 

 

 
16,058,000

Residential
 
 
 
 
 
 
 
 
 
   Term
378,258,000

 
390,223,000

 

 
6,302,000

 
383,921,000

   Construction
6,447,000

 
6,430,000

 

 

 
6,430,000

Home equity line of credit
98,381,000

 
99,038,000

 

 

 
99,038,000

Consumer
14,022,000

 
14,392,000

 

 

 
14,392,000

Total loans
856,784,000

 
870,720,000

 

 
13,923,000

 
856,797,000

Mortgage servicing rights
867,000

 
1,228,000

 

 
1,228,000

 

Accrued interest receivable
4,912,000

 
4,912,000

 

 
4,912,000

 

Financial liabilities
 
 
 
 
 
 
 
 
 
Demand deposits
$
90,252,000

 
$
91,544,000

 
$

 
$
91,544,000

 
$

NOW deposits
147,309,000

 
141,436,000

 

 
141,436,000

 

Money market deposits
80,983,000

 
71,799,000

 

 
71,799,000

 

Savings deposits
135,250,000

 
126,142,000

 

 
126,142,000

 

Local certificates of deposit
218,571,000

 
223,748,000

 

 
223,748,000

 

National certificates of deposit
286,485,000

 
290,457,000

 

 
290,457,000

 

Total deposits
958,850,000

 
945,126,000

 

 
945,126,000

 

Repurchase agreements
101,504,000

 
101,504,000

 

 
101,504,000

 

Federal Home Loan Bank advances
181,401,000

 
189,321,000

 

 
189,321,000

 

Total borrowed funds
282,905,000

 
290,825,000

 

 
290,825,000

 

Accrued interest payable
619,000

 
619,000

 

 
619,000

 



Page 41



The carrying amount and estimated fair values for financial instruments as of June 30, 2012 were as follows:
 
Carrying value
 
Estimated fair value
 
Level 1
 
Level 2
 
Level 3
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
14,192,000

 
$
14,192,000

 
$
14,192,000

 
$

 
$

Interest bearing deposits in other banks

 

 

 

 

Securities available for sale
307,347,000

 
307,347,000

 

 
307,347,000

 

Securities to be held to maturity
135,775,000

 
143,628,000

 

 
143,628,000

 

Restricted equity securities
14,448,000

 
14,448,000

 

 
14,448,000

 

Loans held for sale
378,000

 
378,000

 

 
378,000

 

Loans (net of allowance for loan losses)
 
 
 
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
 
 
 
   Real estate
246,597,000

 
247,044,000

 

 
2,349,000

 
244,695,000

   Construction
31,507,000

 
31,564,000

 

 
1,368,000

 
30,196,000

   Other
84,952,000

 
85,322,000

 

 
919,000

 
84,403,000

Municipal
16,068,000

 
17,640,000

 

 

 
17,640,000

Residential
 
 
 
 
 
 
 
 
 
   Term
367,152,000

 
380,115,000

 

 
9,391,000

 
370,724,000

   Construction
6,386,000

 
6,380,000

 

 
286,000

 
6,094,000

Home equity line of credit
99,810,000

 
100,546,000

 

 
416,000

 
100,130,000

Consumer
14,958,000

 
15,868,000

 

 
5,000

 
15,863,000

Total loans
867,430,000

 
884,479,000

 

 
14,734,000

 
869,745,000

Mortgage servicing rights
830,000

 
1,075,000

 

 
1,075,000

 

Accrued interest receivable
6,024,000

 
6,024,000

 

 
6,024,000

 

Financial liabilities
 
 
 
 
 
 
 
 
 
Demand deposits
$
77,019,000

 
$
77,250,000

 
$

 
$
77,250,000

 
$

NOW deposits
123,897,000

 
117,571,000

 

 
117,571,000

 

Money market deposits
71,009,000

 
62,251,000

 

 
62,251,000

 

Savings deposits
119,471,000

 
110,169,000

 

 
110,169,000

 

Local certificates of deposit
212,845,000

 
218,300,000

 

 
218,300,000

 

National certificates of deposit
401,033,000

 
405,539,000

 

 
405,539,000

 

Total deposits
1,005,274,000

 
991,080,000

 

 
991,080,000

 

Repurchase agreements
90,537,000

 
90,537,000

 

 
90,537,000

 

Federal Home Loan Bank advances
158,389,000

 
166,535,000

 

 
166,535,000

 

Total borrowed funds
248,926,000

 
257,072,000

 

 
257,072,000

 

Accrued interest payable
608,000

 
608,000

 

 
608,000

 


Note 16 – Impact of Recently Issued Accounting Standards
In February 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Comprehensive Income. The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (AOCI) and is intended to help entities improve the transparency of changes in other comprehensive income and items reclassified out of AOCI in their financial statements. The guidance is effective prospectively for reporting periods beginning after December 15, 2012, with early adoption permitted. Adoption of this new guidance did not have a material effect on the Company's consolidated financial statements.


Page 42



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, 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, 2012, as filed with the SEC, may result in these differences. 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 accounting principles generally accepted in the United States of America. 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("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.

Page 43



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.
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 accounting principles generally accepted in the United States of America ("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.
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 adjustments 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 35.0% tax rate was used in both 2013 and 2012.


Page 44



 
For the six months ended
June 30,
 
For the quarters ended
June 30,
Dollars in thousands
2013
 
2012
 
2013
 
2012
Net interest income as presented
$
18,274

 
$
19,724

 
$
9,111

 
$
9,918

Effect of tax-exempt income
1,726

 
1,527

 
875

 
763

Net interest income, tax equivalent
$
20,000

 
$
21,251

 
$
9,986

 
$
10,681

The Company presents its efficiency ratio using non-GAAP information. 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 six months ended
June 30,
 
For the quarters ended
June 30,
 
Dollars in thousands
2013
 
2012
 
2013
 
2012
 
Non-interest expense, as presented
$
14,812

 
$
12,908

 
$
7,423

 
$
6,730

 
Net interest income, as presented
18,274

 
19,724

 
9,111

 
9,918

 
Effect of tax-exempt income
1,726

 
1,527

 
875

 
763

 
Non-interest income, as presented
6,867

 
6,064

 
3,579

 
3,896

 
Effect of non-interest tax-exempt income
89

 
91

 
44

 
48

 
Net securities gains
(1,087
)
 
(1,967
)
 
(788
)
 
(1,444
)
 
Adjusted net interest income plus non-interest income
$
25,869

 
$
25,439

 
$
12,821

 
$
13,181

 
Non-GAAP efficiency ratio
57.26

%
50.74

%
57.90

%
51.06

%
GAAP efficiency ratio
58.92

%
50.05

%
58.49

%
48.72

%
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. 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 U.S. generally accepted accounting principles:
 
For the six months ended
June 30,
 
For the quarters ended
June 30,
 Dollars in thousands
2013
 
2012
 
2013
 
2012
Average shareholders' equity as presented
$
158,472

 
$
154,187

 
159,092

 
154,831

  Less preferred stock
(8,106
)
 
(12,317
)
 
(3,994
)
 
(12,329
)
  Less intangible assets
(30,746
)
 
(28,522
)
 
(30,746
)
 
(28,522
)
Average tangible shareholders' common equity
119,620

 
113,348

 
124,352

 
113,980


Executive Summary
Net income for the six months ended June 30, 2013 was $6.1 million, down $138,000 or 2.2% from the same period in 2012. Earnings per common share on a fully diluted basis were $0.56 for the six months ended June 30, 2013, down $0.04 or 6.7% from the $0.60 posted for the same period in 2012. For the quarter ended June 30, 2013, net income was $3.2 million, down $81,000 or 2.4% from the same period in 2012. Earnings per common share on a fully diluted basis were $0.29 for the quarter ended June 30, 2013, down $0.03 or 9.4% from the $0.32 posted in 2012. Compared to the previous quarter, net income was up $386,000 or 13.5% and earnings per common share on a fully diluted basis were up $0.02 or 7.4%.
Net interest income on a tax-equivalent basis was down $1.3 million or 5.9% in the six months ended June 30, 2013 compared to the same period in 2012. Margin compression, which is the result of the low interest rate environment, with a higher volume of assets continuing to reprice downward without the opportunity to reprice a comparable volume of liabilities,

Page 45



can be seen in our net interest margin, which dropped from 3.19% for the six months ended June 30, 2012 to 3.04% for same period in 2013. Compression was responsible for $978,000 of the decline in net interest income, while lower volumes of earning assets were responsible for $284,000. This decline was offset by a lower provision for loan losses during the six months ended June 20, 2013 compared to the same period in 2012.
For the quarter ended June 30, 2013, net interest income on a tax-equivalent basis declined $695,000 or 6.5% compared to the same period in 2012. Compared to the previous quarter, net interest income on a tax-equivalent basis was down $27,000 or 0.3%. As stated above, this decline in net interest income was offset by lower provision for loan losses for the second quarter 2013 compared to the second quarter 2012.
Non-interest income in the six months ended June 30, 2013 was $803,000 or 13.2% higher than in the six months ended June 30, 2012. This was attributable primarily to an increase in origination income from the sale of refinanced mortgage loans into the secondary market. Non-interest expense was $1.9 million or 14.8% higher than in the same period in 2012, due to higher operating costs related to the opening of the de novo Bangor office, as well as from the Union Street Branch in Rockland that we acquired in the fourth quarter 2012. The $1.9 million increase in non-interest expense was offset by the lower provision for loan losses as well as the increase in non-interest income.
The lower provision for loan losses for the six months ended June 30, 2013 compared to the six months ended June 30, 2012 is attributable to the improving trend in credit quality seen over the past several quarters. Net loan chargeoffs for the six months ended June 30, 2013, were $2.5 million or 0.59% of average loans on an annualized basis. This was down $1.0 million from net chargeoffs of $3.5 million or 0.81% of average loans on an annualized basis for the first six months ended June 30, 2012. We provisioned $2.7 million for loan losses in the six months ended June 30, 2013, down $2.2 million from the amount provisioned in the six months ended June 30, 2012. The allowance for loan losses increased $170,000 between December 31, 2012 and June 30, 2013, and is 1.46% of loans outstanding compared to 1.44% at year end and 1.63% a year ago. Total past-due loans were 2.80% of total loans as of June 30, 2013, compared to 2.67% of total loans as of December 31, 2012, and 2.27% of total loans as of June 30, 2012. Non-performing assets stood at 1.75% of total assets as of June 30, 2013, below 1.87% of total assets at December 31, 2012 and well below 1.91% a year ago.
Total assets have increased $29.5 million or 2.1% year-to-date. The loan portfolio decreased $3.2 million in the six months ended June 30, 2013 and decreased $15.7 million from a year ago. The investment portfolio has increased $29.5 million or 6.6% year-to-date and $21.3 million or 4.7% from a year ago. On the liability side of the balance sheet, low-cost deposits have decreased $2.5 million or 0.7% year-to-date, and increased $49.9 million or 15.6% over the past year. This year-over-year increase is the result of healthy deposit inflows added in October 2012 with the purchase of the Union Street branch in Rockland. Local certificates of deposit (CDs) increased $11.6 million and wholesale CDs decreased $56.0 million year-to-date.
Remaining well capitalized remains a top priority for The First Bancorp, Inc. Since December 31, 2008, the Company's total risk-based capital ratio has increased from 11.13% to 16.34%, well above the well-capitalized threshold of 10.0% set by the Federal Deposit Insurance Corporation . In Management's view, participating in the U.S. Treasury Capital Purchase Program (the "CPP") was the right decision for The First Bancorp, Inc. The Company obtained additional capital at a relatively low cost and it provides us with greater ability to ride out the current economic storm and allows us more flexibility to work with individuals and businesses as they too struggle through these adverse economic conditions. As of June 30, 2013, the Company had fully repaid the $12.5 million preferred stock issued by the Treasury under the CPP. When the Company received the $25.0 million CPP investment in 2009, it was Management's intent to fully repay the Treasury before the annual rate on the investment increased from 5.0% to 9.0% in 2014.
The Company's operating ratios remain good, with a return on average tangible common equity of 9.70% for the six months ended June 30, 2013 compared to 10.35% for the same period in 2012. Based upon March 31, 2013 data, our return on average tangible common equity was in the top 50% of all banks in the UBPR peer group, which had an average return on equity of 8.91%. Our efficiency ratio continues to be an important component in our overall performance, and while up to 57.26% for the first six months of 2013, compared to 50.74% for the same period in 2012, due to the previously noted increased operating costs, it remains well below the UBPR peer group average of 67.81% as of March 31, 2013.
On February 25, 2013, the Bank opened its sixteenth branch at 145 Exchange Street in Bangor, Maine in the building purchased in the fourth quarter of 2012. This Bangor location offers an excellent opportunity to enter the expanding Northern Maine market.


Net Interest Income
Total interest income of $24.5 million for the six months ended June 30, 2013, was a decrease of $1.7 million or 6.6% compared to total interest income of $26.2 million for the same period of 2012. Total interest expense of $6.2 million for the six months ended June 30, 2013 is a $275,000 or 4.2% decrease from total interest expense of $6.5 million for the six months ended June 30, 2012. As a result, net interest income decreased 7.4% or $1.5 million to $18.3 million for the six months ended

Page 46



June 30, 2013, from the $19.7 million reported for the same period in 2012. The Company's net interest margin on a tax-equivalent basis decreased from 3.19% in the six months ended June 30, 2012 to 3.04% for the six months ended June 30, 2013. This is the result of the low interest rate environment with a higher volume of assets continuing to reprice downward without the opportunity to reprice a comparable volume of liabilities. Tax-exempt interest income amounted to $3.2 million and $2.8 million for the six months ended June 30, 2013 and 2012, respectively.
Total interest income of $12.2 million for the quarter ended June 30, 2013 is a 6.7% decrease from total interest income of $13.1 million in the comparable period of 2012. Total interest expense of $3.1 million for the quarter ended June 30, 2013 is a 2.4% decrease from total interest expense of $3.2 million for the comparable period of 2012. As a result, net interest income decreased 8.1% or $807,000 to $9.1 million for the quarter ended June 30, 2013, from the $9.9 million reported for the same period in 2012. The Company's net interest margin on a tax-equivalent basis decreased from 3.16% for the quarter ended June 30, 2012 to 3.02% for the quarter ended June 30, 2013. Tax-exempt interest income amounted to $1.6 million and $1.4 million for the quarters ended June 30, 2013 and 2012, respectively.
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 six months and quarters ended June 30, 2013 and 2012. Tax-exempt income is calculated on a tax-equivalent basis, using a 35.0% tax rate in 2013 and 2012.
 
For the six months ended
 
June 30, 2013
 
June 30, 2012
 
Dollars in thousands
Amount of
interest
 
Average
Yield/Rate
 
Amount of interest
 
Average
Yield/Rate
 
Interest on earning assets
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
4

 
0.25
%
$
1

 
0.16
%
Investments
8,562

 
3.79
%
8,829

 
3.83
%
Loans held for sale
11

 
3.21
%
4

 
3.41
%
Loans
17,663

 
4.11
%
18,932

 
4.35
%
   Total interest-earning assets
26,240

 
3.99
%
27,766

 
4.17
%
Interest-bearing liabilities
 
 
 
 
 
 
 
 
Deposits
4,012

 
0.90
%
4,297

 
0.93
%
Other borrowings
2,228

 
1.71
%
2,218

 
1.77
%
   Total interest-bearing liabilities
6,240

 
1.08
%
6,515

 
1.11
%
Net interest income
$
20,000

 
 
 
$
21,251

 
 
 
Interest rate spread
 
 
2.91
%
 
 
3.06
%
Net interest margin
 
 
3.04
%
 
 
3.19
%


Page 47



 
For the quarters ended
 
June 30, 2013
 
June 30, 2012
 
Dollars in thousands
Amount of
interest
 
Average
Yield/Rate
 
Amount of
interest
 
Average
Yield/Rate
 
Interest on earning assets
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
2

 
0.37
%
$
1

 
0.68
%
Investments
4,315

 
3.79
%
4,444

 
3.74
%
Loans held for sale
5

 
3.27
%
4

 
3.97
%
Loans
8,802

 
4.08
%
9,447

 
4.31
%
   Total interest-earning assets
13,124

 
3.98
%
13,896

 
4.11
%
Interest-bearing liabilities
 
 
 
 
 
 
 
 
Deposits
2,025

 
0.90
%
2,104

 
0.90
%
Other borrowings
1,113

 
1.75
%
1,111

 
1.71
%
   Total interest-bearing liabilities
3,138

 
1.08
%
3,215

 
1.08
%
Net interest income
$
9,986

 
 
 
$
10,681

 
 
 
Interest rate spread
 
 
2.90
%
 
 
3.03
%
Net interest margin
 
 
3.02
%
 
 
3.16
%
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 six months and quarters ended June 30, 2013 compared to 2012. Tax-exempt income is calculated on a tax-equivalent basis, using a 35.0% tax rate in 2013 and 2012.
For the six months ended June 30, 2013 compared to 2012
 
 
 
 
Dollars in thousands
Volume
 
Rate
 
Rate/Volume1
 
Total
Interest on earning assets
 
 
 
 
 
 
 
Interest-bearing deposits
$
2

 
$

 
$
1

 
$
3

Investment securities
(155
)
 
(115
)
 
2

 
(268
)
Loans held for sale
8

 

 
(1
)
 
7

Loans
(199
)
 
(1,080
)
 
11

 
(1,268
)
   Total interest income
(344
)
 
(1,195
)
 
$
13

 
(1,526
)
Interest expense
 
 
 
 
 
 
 
Deposits
(148
)
 
(142
)
 
5

 
(285
)
Other borrowings
88

 
(75
)
 
(3
)
 
10

   Total interest expense
(60
)
 
(217
)
 
2

 
(275
)
   Change in net interest income
$
(284
)
 
$
(978
)
 
$
11

 
$
(1,251
)
1 Represents the change attributable to a combination of change in rate and change in volume.

Page 48



For the quarter ended June 30, 2013 compared to 2012
 
 
 
 
Dollars in thousands
Volume
 
Rate
 
Rate/Volume1
 
Total
Interest on earning assets
 
 
 
 
 
 
 
Interest-bearing deposits
$
2

 
$

 
$
(1
)
 
$
1

Investment securities
(199
)
 
73

 
(3
)
 
(129
)
Loans held for sale
3

 
(1
)
 
(1
)
 
1

Loans
(180
)
 
(475
)
 
10

 
(645
)
   Total interest income
(374
)
 
(403
)
 
5

 
(772
)
Interest expense
 
 
 
 
 
 
 
Deposits
(80
)
 
1

 
0

 
(79
)
Other borrowings
(25
)
 
28

 
(1
)
 
2

   Total interest expense
(105
)
 
29

 
(1
)
 
(77
)
   Change in net interest income
$
(269
)
 
$
(432
)
 
$
6

 
$
(695
)

Page 49



Average Daily Balance Sheets
The following table shows the Company's average daily balance sheets for the six-month periods and quarters ended June 30, 2013 and 2012.
 
For the six months ended
 
For the quarters ended
 Dollars in thousands
June 30,
2013
 
June 30,
2012
 
June 30,
2013
 
June 30,
2012
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
13,706

 
$
12,725

 
$
14,414

 
$
13,103

Interest-bearing deposits in other banks
3,287

 
1,219

 
2,145

 
590

Securities available for sale
287,546

 
312,113

 
285,372

 
319,358

Securities to be held to maturity
153,421

 
136,169

 
156,990

 
143,686

Restricted equity securities, at cost
14,116

 
14,948

 
13,912

 
14,609

Loans held for sale
690

 
236

 
613

 
405

Loans
866,281

 
875,496

 
865,084

 
881,767

Allowance for loan losses
(12,801
)
 
(13,154
)
 
(12,757
)
 
(13,399
)
     Net loans
853,480

 
862,342

 
852,327

 
868,368

Accrued interest receivable
5,106

 
5,220

 
5,228

 
5,549

Premises and equipment
23,168

 
18,760

 
23,295

 
18,650

Other real estate owned
7,242

 
4,429

 
6,826

 
4,640

Goodwill
29,805

 
27,684

 
29,805

 
27,684

Other assets
25,613

 
26,493

 
25,734

 
26,210

        Total Assets
$
1,417,180

 
$
1,422,338

 
$
1,416,661

 
$
1,442,852

 
 
 
 
 
 
 
 
Liabilities & Shareholders' Equity
 
 
 
 
 
 
 
Demand deposits
$
83,520

 
$
71,140

 
$
82,764

 
$
70,739

NOW deposits
139,633

 
121,356

 
138,489

 
122,165

Money market deposits
87,322

 
76,178

 
90,273

 
73,880

Savings deposits
140,250

 
117,716

 
141,227

 
119,085

Certificates of deposit
530,636

 
614,538

 
534,908

 
625,593

     Total deposits
981,361

 
1,000,928

 
987,661

 
1,011,462

Borrowed funds – short term
122,160

 
118,767

 
116,956

 
118,767

Borrowed funds – long term
140,152

 
133,556

 
138,285

 
142,436

Dividends payable
936

 
948

 
941

 
871

Other liabilities
14,099

 
13,952

 
13,726

 
14,485

     Total Liabilities
1,258,708

 
1,268,151

 
1,257,569

 
1,288,021

Shareholders' Equity:
 
 
 
 
 
 
 
Preferred stock
8,106

 
12,317

 
3,994

 
12,329

Common stock
102

 
98

 
106

 
98

Additional paid-in capital
52,502

 
46,023

 
58,049

 
46,077

Retained earnings
91,674

 
87,403

 
92,100

 
88,149

Net unrealized gain on securities available-for-sale
6,207

 
8,428

 
4,959

 
8,257

Net unrealized loss on postretirement benefit costs
(119
)
 
(82
)
 
(116
)
 
(79
)
    Total Shareholders' Equity
158,472

 
154,187

 
159,092

 
154,831

       Total Liabilities & Shareholders' Equity
$
1,417,180

 
$
1,422,338

 
$
1,416,661

 
$
1,442,852





Page 50



Non-Interest Income
Non-interest income of $6.9 million for the six months ended June 30, 2013, is an increase of $803,000 compared to the same period in 2012. This increase was primarily attributable to origination income from the sale of refinanced mortgage loans into the secondary market. Non-interest income was $3.6 million for the quarter ended June 30, 2013, a decrease of 8.1% from the $3.9 million reported for the quarter ended June 30, 2012. This decrease was attributable to a decrease in net securities gains.

Non-Interest Expense
Non-interest expense of $14.8 million for the six months ended June 30, 2013 is an increase of 14.8% or $1.9 million compared to non-interest expense of $12.9 million for the same period in 2012. Much of this increase was attributable to higher operating costs due to the opening of the Company's sixteenth branch in Bangor, Maine on February 25, 2013. This increase was offset by the lower provision for loan losses as well as the increase in non-interest income. Non-interest expense of $7.4 million million for the quarter ended June 30, 2013 is an increase of 10.3% compared to non-interest expense of $6.7 million for the same period in 2012. With higher operating expenses attributable to the new Bangor office and the aquired branch at Union Street in Rockland, the Company's efficiency ratio has increased to 57.26% for the six months ended June 30, 2013 compared to 50.74% for the same period in 2012.

Income Taxes
Income taxes on operating earnings were $1.5 million for the six months ended June 30, 2013, down $213,000 from the same period in 2012. This is in line with the decrease in the Company's level of income before taxes and a higher level of tax-exempt income.
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, 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, 2010 through 2012.

Investments
The Company's investment portfolio increased by $29.5 million or 6.6% between December 31, 2012, and June 30, 2013. As of June 30, 2013, mortgage-backed securities had a carrying value of $199.9 million and a fair value of $201.2 million. Of this total, securities with a fair value of $157.3 million or 78.2% of the mortgage-backed portfolio were issued by the Government National Mortgage Association and securities with a fair value of $43.9 million or 21.8% of the mortgage-backed portfolio were issued by the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association.
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 for trading or 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.

Page 51



The following table sets forth the Company's investment securities at their carrying amounts as of June 30, 2013 and 2012 and December 31, 2012.
Dollars in thousands
June 30,
2013
 
December 31,
2012
 
June 30,
2012
Securities available for sale
 
 
 
 
 
Mortgage-backed securities
$
157,524

 
$
169,093

 
$
206,979

State and political subdivisions
128,539

 
120,944

 
98,593

Other equity securities
1,672

 
1,577

 
1,775

 
$
287,735

 
$
291,614

 
$
307,347

Securities to be held to maturity
 
 
 
 
 
U.S. government-sponsored agencies
$
92,179

 
$
60,919

 
$
41,197

Mortgage-backed securities
42,389

 
39,193

 
49,992

State and political subdivisions
42,396

 
42,908

 
44,286

Corporate securities
300

 
300

 
300

 
$
177,264

 
$
143,320

 
$
135,775

Restricted equity securities
 
 
 
 
 
Federal Home Loan Bank Stock
$
12,875

 
$
13,412

 
$
13,412

Federal Reserve Bank Stock
1,037

 
1,036

 
1,036

 
$
13,912

 
$
14,448

 
$
14,448

Total securities
$
478,911

 
$
449,382

 
$
457,570



Page 52



The following table sets forth yields and expected maturities of the Company's investment securities as of June 30, 2013. Yields on tax-exempt securities have been computed on a tax-equivalent basis using a tax rate of 35%. 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

 
0.00

%

 
0.00

%
 Due after 10 years

 
0.00

%
92,179

 
3.32

%
  Total

 
0.00

%
92,179

 
3.32

%
 Mortgage-Backed Securities
 
 
 
 
 
 
 
 
 Due in 1 year or less

 
0.00

%
16

 
2.44

%
 Due in 1 to 5 years
35

 
8.50

%
154

 
4.78

%
 Due in 5 to 10 years
973

 
0.68

%
767

 
6.60

%
 Due after 10 years
156,516

 
2.50

%
41,452

 
3.81

%
  Total
157,524

 
2.49

%
42,389

 
3.87

%
 State & Political Subdivisions
 
 
 
 
 
 
 
 
 Due in 1 year or less
1,368

 
6.95

%
750

 
5.95

%
 Due in 1 to 5 years
105

 
7.05

%
5,627

 
6.62

%
 Due in 5 to 10 years
1,590

 
6.20

%
24,106

 
6.25

%
 Due after 10 years
125,476

 
5.38

%
11,913

 
6.20

%
  Total
128,539

 
5.40

%
42,396

 
6.28

%
 Corporate Securities
 
 
 
 
 
 
 
 
 Due in 1 year or less

 
0.00

%

 
0.00

%
 Due in 1 to 5 years

 
0.00

%
300

 
1.00

%
 Due in 5 to 10 years

 
0.00

%

 
0.00

%
 Due after 10 years

 
0.00

%

 
0.00

%
  Total

 
0.00

%
300

 
1.00

%
 Equity Securities
1,672

 
2.00

%

 
0.00

%
 
$
287,735

 
3.79

%
$
177,264

 
4.16

%

Impaired Securities
The securities portfolio contains certain securities that the amortized cost of which exceeds fair value, which at June 30, 2013 amounted to $15.9 million, or 3.45% of the amortized cost of the total securities portfolio. At December 31, 2012 this amount was $739,000, or 0.17% of the 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 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

Page 53



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 June 30, 2013, the Company had temporarily impaired securities with a fair value of $217.6 million and unrealized losses of $15.9 million, as identified in the table below. This was up from December 31, 2012 as a result of a shift in the yield curve and a corresponding decrease in value of investment securities. Securities in a continuous unrealized loss position more than twelve-months amounted to $1.7 million as of June 30, 2013, compared with $2.8 million at December 31, 2012. 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 June 30, 2013:
 
Less than 12 months
 
12 months or more
 
Total
Dollars in thousands
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. government-sponsored agencies
$
85,453

 
$
(5,944
)
 
$

 
$

 
$
85,453

 
$
(5,944
)
Mortgage-backed securities
58,706

 
(2,039
)
 
1,585

 
(99
)
 
60,291

 
(2,138
)
State and political subdivisions
71,738

 
(7,858
)
 

 

 
71,738

 
(7,858
)
Other equity securities

 

 
110

 
(8
)
 
110

 
(8
)
 
$
215,897

 
$
(15,841
)
 
$
1,695

 
$
(107
)
 
$
217,592

 
$
(15,948
)

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 June 30, 2013, there were $5.9 million of unrealized losses on these securities compared to $182,000 unrealized losses as of December 31, 2012. All of these securities were credit rated "AAA" or "AA+" by the major credit rating agencies. Management believes that securities issued by the U.S. Treasury 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 agencies and enterprises have minimal credit risk, as these agencies and enterprises play a vital role in the nation's financial markets.
Mortgage-backed securities issued by U.S. Government agencies and U.S. Government-sponsored enterprises. As of June 30, 2013, there were $2.1 million of unrealized losses on these securities compared with $314,000 at December 31, 2012. 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 June 30, 2013 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 June 30, 2013. 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 June 30, 2013, the total unrealized losses on municipal securities amounted to $7.9 million, compared with $199,000 at December 31, 2012. 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 June 30, 2013, all municipal bond issuers were current on contractually obligated interest and principal payments. The Company attributes the unrealized losses at June 30, 2013 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 June 30, 2013. The Company also has the ability and intent to hold these securities until a recovery of their amortized cost, which may be at maturity.
Corporate securities. There were no unrealized losses on corporate securities as of June 30, 2013, or at December 31, 2012. Corporate securities are dependent on the operating performance of the issuers. At June 30, 2013, all corporate bond issuers were current on contractually obligated interest and principal payments.

Page 54



Other Equity Securities. As of June 30, 2013, the total unrealized losses on other equity securities amounted to $8,000, compared with $44,000 at December 31, 2012. Other equity securities is comprised of common and preferred stock holdings. The unrealized losses were the result of normal market fluctuations for equity securities. Accordingly, the Company does not consider other equity securities to be other-than-temporarily impaired at June 30, 2013.

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 June 30, 2013 and December 31, 2012, the Bank's investment in FHLB stock totaled $12.9 million and $13.4 million, respectively. FHLB stock is a non-marketable equity security and therefore is reported at cost, which equals par value.
Loans Held for Sale
Loans held for sale are carried at the lower of cost or market value. As of June 30, 2013, the Bank had $1,047,000 in loans held for sale. This compares to $1,035,000 at December 31, 2012 and $378,000 at June 30, 2012. No recourse obligations have been incurred in connection with the sale of loans.
Loans
The loan portfolio decreased during the first six months of 2013, with total loans at $866.1 million at June 30, 2013, down $3.2 million or 0.4% from total loans of $869.3 million at December 31, 2012. Commercial loans increased $6.9 million or 1.9% between December 31, 2012 and June 30, 2013, municipal loans increased by $181,000 or 1.2% and residential term loans decreased $4.9 million or 1.3%.
Commercial loans are comprised of three major classes, commercial real estate loans, commercial construction loans and other commercial loans. Commercial real estate is primarily comprised of loans to small businesses collateralized by owner-occupied real estate, while other commercial is primarily comprised of loans to small businesses collateralized by plant and equipment, commercial fishing vessels and gear, and limited inventory-based lending. Commercial real estate loans typically have a maximum loan-to-value of 75% based upon current appraisal information at the time the loan is made. Land and land development loans typically have a maximum loan-to-value of 65% to 75% based upon current appraisal information at the time the loan is made. Construction loans, both commercial and residential, comprise a very small portion of the portfolio, and at 18.4% of capital are well under the regulatory guidance of 100.0% of capital. Construction loans and non-owner-occupied commercial real estate loans are at 74.1% of total capital, well under the regulatory guidance of 300.0% of capital. Municipal loans are comprised of loans to municipalities in the State of Maine for capitalized expenditures, construction projects or tax-anticipation notes. All municipal loans are considered general obligations of the municipality and as such are collateralized by the taxing ability of the municipality for repayment of debt.
Residential loans are also 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. 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.
The following table summarizes the loan portfolio, by class, at June 30, 2013 and 2012 and December 31, 2012.
Dollars in thousands
June 30, 2013
 
December 31, 2012
 
June 30, 2012
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
   Real estate
$
251,799

 
29.1
%
$
251,335

 
28.9

%
$
253,193

 
28.7
%
   Construction
18,641

 
2.2
%
22,417

 
2.6

%
33,072

 
3.8
%
   Other
91,393

 
10.6
%
81,183

 
9.3

%
87,833

 
10.0
%
Municipal
14,885

 
1.7
%
14,704

 
1.7

%
16,089

 
1.8
%
Residential
 
 
 
 
 
 
 
 
 
 
 
 
   Term
374,522

 
43.2
%
379,447

 
43.7

%
368,876

 
41.8
%
   Construction
4,759

 
0.5
%
6,459

 
0.7

%
6,449

 
0.7
%
Home equity line of credit
95,013

 
11.0
%
99,082

 
11.4

%
100,689

 
11.4
%
Consumer
15,059

 
1.7
%
14,657

 
1.7

%
15,613

 
1.8
%
Total loans
$
866,071

 
100.0
%
$
869,284

 
100.0

%
$
881,814

 
100.0
%

Page 55



The following table sets forth certain information regarding the contractual maturities of the Bank's loan portfolio as of June 30, 2013.
Dollars in thousands
< 1 Year
 
1 - 5 Years
 
5 - 10 Years
 
> 10 Years
 
Total
Commercial
 
 
 
 
 
 
 
 
 
   Real estate
$
6,918

 
$
23,716

 
$
18,346

 
$
202,819

 
$
251,799

   Construction
1,948

 
2,028

 
748

 
13,917

 
18,641

   Other
14,570

 
22,990

 
18,862

 
34,971

 
91,393

Municipal
599

 
3,874

 
4,690

 
5,722

 
14,885

Residential
 
 
 
 
 
 
 
 
 
   Term
2,448

 
11,438

 
18,723

 
341,913

 
374,522

   Construction
922

 

 

 
3,837

 
4,759

Home equity line of credit
915

 
219

 
1,242

 
92,637

 
95,013

Consumer
7,159

 
4,566

 
855

 
2,479

 
15,059

Total loans
$
35,479

 
$
68,831

 
$
63,466

 
$
698,295

 
$
866,071

The following table provides a listing of loans by class, between variable and fixed rates as of June 30, 2013.
 
Fixed-Rate
 
Adjustable-Rate
 
Total
 
Dollars in thousands
Amount
 
% of total
 
Amount
 
% of total
 
Amount
 
% of total
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
   Real estate
$
35,264

 
4.1
%
$
216,535

 
25.0
%
$
251,799

 
29.1
%
   Construction
1,646

 
0.2
%
16,995

 
2.0
%
18,641

 
2.2
%
   Other
34,442

 
4.0
%
56,951

 
6.6
%
91,393

 
10.6
%
Municipal
12,105

 
1.4
%
2,780

 
0.3
%
14,885

 
1.7
%
Residential
 
 
 
 
 
 
 
 
 
 
 
 
   Term
201,345

 
23.2
%
173,177

 
20.0
%
374,522

 
43.2
%
   Construction
4,646

 
0.5
%
113

 
0.0
%
4,759

 
0.5
%
Home equity line of credit
1,391

 
0.2
%
93,622

 
10.8
%
95,013

 
11.0
%
Consumer
11,184

 
1.3
%
3,875

 
0.4
%
15,059

 
1.7
%
Total loans
$
302,023

 
34.9
%
$
564,048

 
65.1
%
$
866,071

 
100.0
%
Loan Concentrations
As of June 30, 2013, 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.

Page 56



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 collectability 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 collectability 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 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 include judgments concerning general economic conditions that may affect credit quality, credit concentrations, the pace of portfolio growth, and delinquency levels; these qualitative factors are also considered in connection with our unallocated portion of our allowance for loan losses.
The process of establishing the allowance with respect to our commercial loan portfolio begins when a loan officer initially assigns each loan a risk rating, using established credit criteria. Approximately 50% of our outstanding loans and commitments are subject to review and validation annually by an independent consulting firm, as well as periodically by our 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 measured in the determination of the portfolio and loan specific allowances. Such conditions include general economic and

Page 57



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. 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.
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 internal risk ratings or non-accrual 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 June 30, 2013, impaired loans with specific reserves totaled $13.3 million and the amount of such reserves was $3.0 million. This compares to impaired loans with specific reserves of $17.5 million at December 31, 2012 and the amount of such reserves was $3.5 million.
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 June 30, 2013 is considered by Management to be appropriate to address the credit losses inherent in the loan portfolio at that date. Management views the level of the allowance for loan losses as appropriate. 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 June 30, 2013 and 2012 and December 31, 2012. The percentages are the portion of each loan class to total loans.
Dollars in thousands
June 30, 2013
 
December 31, 2012
 
June 30, 2012
 
Commercial
 
 
 
 
 
 
 
 
 
 
 
 
   Real estate
$
5,811

 
29.1
%
$
5,865

 
28.9

%
$
5,564

 
28.7
%
   Construction
591

 
2.2
%
1,359

 
2.6

%
1,373

 
3.8
%
   Other
2,572

 
10.6
%
2,050

 
9.3

%
2,476

 
10.0
%
Municipal
18

 
1.7
%
18

 
1.7

%
19

 
1.8
%
Residential
 
 
 
 
 
 
 
 
 
 
 
 
   Term
1,026

 
43.2
%
1,109

 
43.7

%
1,587

 
41.8
%
   Construction
9

 
0.5
%
11

 
0.7

%
58

 
0.7
%
Home equity line of credit
737

 
11.0
%
654

 
11.4

%
809

 
11.4
%
Consumer
631

 
1.7
%
592

 
1.7

%
603

 
1.8
%
Unallocated
1,275

 
0.0
%
842

 
0.0

%
1,895

 
0.0
%
Total
$
12,670

 
100.0
%
$
12,500

 
100.0

%
$
14,384

 
100.0
%

The allowance for loan losses totaled $12.7 million at June 30, 2013, compared to $12.5 million and $14.4 million as of December 31, 2012 and June 30, 2012, respectively. Management's ongoing application of methodologies to establish the allowance include an evaluation of impaired loans for specific reserves. These specific reserves decreased $533,000 in the first six months of 2013 from $3.5 million at December 31, 2012 to $3.0 million at June 30, 2013. 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 upon homogeneous pools of loans decreased by $17,000 in the first six months of 2013. This small decline was due to lower loss averages for both the commercial classified loan and home equity line of credit pools. Outstandings in these pools declined in the recent quarter, which, in combination with the drop in related loss rates, helped lessen the effect of a rise in other pooled loss rates particularly in the retail portfolios. The portion of the reserve based on qualitative factors increased by $287,000 in the first six months of 2013 as a result of adjustments for several qualitative factors. After consideration of the shifts in specific, pooled and qualitative reserves, Management determined that market trends and other internal factors warranted the $433,000 increase in unallocated reserves in the first six months of 2013 from $842,000 at December 31, 2012 to $1,275,000 at June 30, 2013.

Page 58



A breakdown of the allowance for loan losses as of June 30, 2013, 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 Based on Historical Loss Experience
 
Reserves for Qualitative Factors
 
Unallocated
Reserves
 
Total Reserves
Commercial
 
 
 
 
 
 
 
 
 
   Real estate
$
1,510

 
$
2,148

 
$
2,153

 
$

 
$
5,811

   Construction
266

 
162

 
163

 

 
591

   Other
1,005

 
783

 
784

 

 
2,572

Municipal

 

 
18

 

 
18

Residential
 
 
 
 
 
 
 
 
 
   Term
218

 
380

 
428

 

 
1,026

   Construction

 
4

 
5

 

 
9

Home equity line of credit
7

 
402

 
328

 

 
737

Consumer

 
408

 
223

 

 
631

Unallocated

 

 

 
1,275

 
1,275

 
$
3,006

 
$
4,287

 
$
4,102

 
$
1,275

 
$
12,670

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 $2.7 million for the first six months of 2013, a decrease of $2.2 million from the first six months of 2012. Net chargeoffs were $2.5 million in the first six months of 2013 compared to net chargeoffs of $3.5 million in the first six months of 2012. Our allowance as a percentage of outstanding loans has increased from 1.44% as of December 31, 2012 to 1.46% as of June 30, 2013, reflecting the changes in our loss estimates and the increases resulting from the application of our loss estimate methodology.

Page 59



The following table summarizes the activities in our allowance for loan losses for the six months ended June 30, 2013 and 2012 and for the year ended December 31, 2012:
Dollars in thousands
June 30, 2013
 
December 31, 2012
 
June 30, 2012
 
Balance at beginning of year
$
12,500

 
$
13,000

 
$
13,000

 
Loans charged off:
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
   Real estate
61

 
1,394

 
915

 
   Construction
930

 
928

 

 
   Other
521

 
3,215

 
2,162

 
Municipal

 

 

 
Residential
 
 
 
 
 
 
   Term
607

 
1,911

 
375

 
   Construction

 
389

 
118

 
Home equity line of credit
431

 
688

 
49

 
Consumer
252

 
555

 
276

 
Total
2,802

 
9,080

 
3,895

 
Recoveries on loans previously charged off
 
 
 
 
 
 
Commercial
 
 
 
 
 
 
   Real estate

 
13

 
1

 
   Construction

 
246

 
246

 
   Other
144

 
113

 
11

 
Municipal

 

 

 
Residential
 
 
 
 


 
   Term
36

 
110

 
2

 
   Construction

 
54

 

 
Home equity line of credit
2

 
1

 

 
Consumer
90

 
208

 
119

 
Total
272

 
745

 
379

 
Net loans charged off
2,530

 
8,335

 
3,516

 
Provision for loan losses
2,700

 
7,835

 
4,900

 
Balance at end of period
$
12,670

 
$
12,500

 
$
14,384

 
Ratio of net loans charged off to average loans outstanding1
0.59

%
0.95

%
0.81

%
Ratio of allowance for loan losses to total loans outstanding
1.46

%
1.44

%
1.63

%
1 Ratios for June 2013 and 2012 have been annualized on a 365-day basis and 366-day basis, respectively.
Management believes the allowance for loan losses is appropriate as of June 30, 2013. In Management's opinion, the level of the provision for loan losses and the corresponding increase in the allowance for loan losses during the second quarter of 2013 is directionally consistent with the overall credit quality of our loan portfolio and corresponding levels of nonperforming loans and unallocated reserves, as well as with the performance of the national and local economies, higher levels of unemployment and the outlook for slow economic conditions continuing for some time to come.

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

Page 60



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.
When a loan becomes nonperforming (generally 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. 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 non-performing 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.
Nonperforming loans, expressed as a percentage of total loans, totaled 2.25% at June 30, 2013 compared to 2.20% at December 31, 2012 and 2.49% at June 30, 2012. The following table shows the distribution of nonperforming loans by class as of June 30, 2013 and 2012 and December 31, 2012:
Dollars in thousands
June 30,
2013
 
December 31,
2012
 
June 30,
2012
Commercial
 
 
 
 
 
   Real estate
$
4,424

 
$
4,603

 
$
5,545

   Construction
519

 
101

 
521

   Other
2,856

 
3,459

 
2,361

Municipal

 

 

Residential
 
 
 
 
 
   Term
10,640

 
10,333

 
10,723

   Construction

 

 
1,336

Home equity line of credit
1,046

 
654

 
1,456

Consumer

 

 
16

Total nonperforming loans
$
19,485

 
$
19,150

 
$
21,958

Total nonperforming loans does 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 June 30, 2013, loans 90 or more days past due and still accruing interest totaled $1.0 million, compared to $1.1 million and $164,000 at December 31, 2012 and June 30, 2012, respectively.
Troubled Debt Restructured
A troubled debt restructured ("TDR") constitutes a restructuring of debt if the Bank, 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 Bank has granted a concession; common concession types include maturity date extension, interest rate adjustments to below market pricing, and deferment of payments.
Our efforts to assist homeowners and other borrowers increased our overall level of TDRs during the first six months of 2013. As of June 30, 2013 we had 105 loans with a value of $30.9 million that have been restructured. This compares to 101 loans with a value of $30.0 million and 82 loans with a value of $25.0 million classified as TDRs as of December 31, 2012 and June 30, 2012, respectively. The following table shows the activity in loans classified as TDRs between December 31, 2012 and June 30, 2013:

Page 61



Balance in Thousands of Dollars
Number of Loans
Aggregate Balance
Total at December 31, 2012
101

$
29,955

Added in 2013
10

3,724

Removed in 2013
(6
)
(792
)
Repayments in 2013

(2,013
)
Total at June 30, 2013
105

$
30,874


As of June 30, 2013, 76 loans with an aggregate balance of $25.9 million were performing under the modified terms, six loans with an aggregate balance of $1.0 million were more than 30 days past due and accruing and 23 loans with an aggregate balance of $4.0 million were on nonaccrual. As a percentage of aggregate outstanding balance, 83.8% was performing under the modified terms, 3.1% was more than 30 days past due and accruing and 13.0% was on nonaccrual. The performance status of all TDRs as of June 30, 2013, as well as the associated specific balance in the allowance for loan losses, is summarized by type of loan in the following table.
 In thousands of dollars
Performing
As Modified
30+ Days Past Due
and Accruing
On
Nonaccrual
All
TDRs
Commercial
 
 
 
 
   Real estate
$
12,653

$
254

$
686

$
13,593

   Construction
1,302


487

1,789

   Other
2,924

9

558

3,491

Municipal




Residential
 
 
 
 
   Term
8,346

709

2,094

11,149

   Construction




Home equity line of credit
650


202

852

Consumer




 
$
25,875

$
972

$
4,027

$
30,874

Percent of balance
83.8
%
3.1
%
13.0
%
100.0
%
Number of loans
76

6

23

105

Associated specific balance
$
1,817

$
15

$
84

$
1,916


The majority of residential TDRs as of June 30, 2013 was comprised of 59 loans with an aggregate balance of $12.0 million, and the modifications granted fell into three major categories. Loans totaling $6.9 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 $3.5 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 $1.6 million were converted from interest-only to regular principal-and-interest payments based on the borrowers' ability to service the higher payment amount. Short-term rate concessions were granted on loans totaling $882,000, with a rate concession typically of 1.0% or less. Certain residential TDRs had more than one modification.
The commercial TDRs as of June 30, 2013 were comprised of 46 loans with a balance of $18.9 million. Of this total, 30 loans with an aggregate balance of $9.6 million had an extended period of interest-only payments, deferring the start of principal repayment. Two loans with an aggregate balance of $1.6 million were converted from interest-only to regular principal-and-interest payments based on the borrowers' ability to service the higher payment amount. Two loans with an aggregate balance of $2.7 million were modified by reducing the balance owed, taking into account the borrower's financial resources, and charging off the remaining balance. Eleven loans with an aggregate balance of $4.1 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. There was also one additional loan with other reasons for restructuring.


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, however, it remains classified as such until the balance is fully repaid, despite whether the loan is performing under the modified terms. As of June 30, 2013, Management is aware of ten loans classified as TDRs that are involved in bankruptcy with an outstanding

Page 62



balance of $1.0 million. There were also 23 loans with an outstanding balance of $4.0 million that were classified as TDRs and on non-accrual status, five of which, with an outstanding balance of $450,000, 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 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. Impaired loans totaled $46.3 million at June 30, 2013, and have increased $587,000 from December 31, 2012. The number of loans decreased by five from 231 to 226 during the same period. Impaired commercial loans decreased $48,000 from December 31, 2012 to June 30, 2013. The specific allowance for impaired commercial loans decreased from $3.1 million at December 31, 2012 to $2.8 million as of June 30, 2013, 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, 2012 to June 30, 2013, impaired residential loans increased $251,000 and impaired home equity lines of credit increased $384,000.
The following table sets forth impaired loans as of June 30, 2013 and 2012 and December 31, 2012:
Dollars in thousands
June 30,
2013
 
December 31,
2012
 
June 30,
2012
Commercial
 
 
 
 
 
   Real estate
$
17,332

 
$
15,774

 
$
13,795

   Construction
1,819

 
3,354

 
3,619

   Other
5,790

 
5,861

 
4,100

Municipal

 

 

Residential
 
 
 
 
 
   Term
19,695

 
19,444

 
19,052

   Construction

 

 
1,336

Home equity line of credit
1,695

 
1,311

 
1,456

Consumer

 

 
16

Total
$
46,331

 
$
45,744

 
$
43,374


Page 63



Past Due Loans
The Bank's overall loan delinquency ratio was 2.80% at June 30, 2013, versus 2.67% at December 31, 2012 and 2.27% at June 30, 2012. Loans 90 days delinquent and accruing decreased from $1,051,000 at December 31, 2012 to $1,019,000 as of June 30, 2013. The total at June 30, 2013, is made up of six loans, with the largest loan totaling $494,000. We expect to collect all amounts due on these loans, including accrued interest. The following table sets forth loan delinquencies as of June 30, 2013 and 2012 and December 31, 2012:
Dollars in thousands
June 30,
2013
 
December 31,
2012
 
June 30,
2012
 
Commercial
 
 
 
 
 
 
   Real estate
$
3,064

 
$
4,898

 
$
1,871

 
   Construction
456

 
64

 
153

 
   Other
6,273

 
3,182

 
1,841

 
Municipal

 
136

 
1,560

 
Residential
 
 
 
 
 
 
   Term
12,524

 
12,784

 
11,069

 
   Construction
82

 
188

 
1,336

 
Home equity line of credit
1,530

 
1,699

 
1,841

 
Consumer
288

 
216

 
369

 
Total
$
24,217

 
$
23,167

 
$
20,040

 
Loans 30-89 days past due to total loans
1.16

%
0.92

%
0.69

%
Loans 90+ days past due and accruing to total loans
0.12

%
0.12

%
0.02

%
Loans 90+ days past due on non-accrual to total loans
1.52

%
1.63

%
1.56

%
Total past due loans to total loans
2.80

%
2.67

%
2.27

%

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 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 June 30, 2013, there were three potential problem loans with a balance of $914,000 or 0.1% of total loans. This compares to 15 loans with a balance of $2.7 million or 0.3% of total loans at December 31, 2012.
As of June 30, 2013, there were 56 loans in the process of foreclosure with a total balance of $8.2 million. The Bank's foreclosure process begins when a loan becomes 45 days past due at which time a preliminary foreclosure letter is sent to the borrower. If the loan becomes 80 days past due, copies of the promissory note and mortgage deed are forwarded to the Bank's attorney for review and an affidavit for a Motion for Summary Judgment 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.
In July 2012, the Bank conducted a self-audit of its loans in foreclosure and its foreclosure process and found there were no deficiencies or areas to improve. For loans sold to the secondary market on which servicing is retained, the Bank follows Freddie Mac's and Fannie Mae's published guidelines and regularly reviews these guidelines for updates and changes to process. All secondary market loans have been sold without recourse in a non-securitized, one-on-one basis. As a result, the Bank has no liability for these loans in the event of a foreclosure.


Page 64



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 June 30, 2013, there were 27 properties owned with a net OREO balance of $5.8 million, net of an allowance for losses of $547,000, compared to December 31, 2012 when there were 32 properties owned with a net OREO balance of $7.6 million, net of an allowance for losses of $373,000 and June 30, 2012 when there were 20 properties owned with a net OREO balance of $5.2 million, net of an allowance for losses of $385,000.
The following table presents the composition of other real estate owned:
Dollars in thousands
June 30,
2013
 
December 31,
2012
 
June 30,
2012
Carrying Value
 
 
 
 
 
Commercial
 
 
 
 
 
   Real estate
$
85

 
$

 
$

   Construction
2,753

 
3,406

 
112

   Other
667

 
1,617

 
2,956

Municipal

 

 

Residential


 
 
 


   Term
2,868

 
2,943

 
2,505

   Construction

 

 

Home equity line of credit

 

 

Consumer

 

 

Total
$
6,373

 
$
7,966

 
$
5,573

Related Allowance
 
 
 
 
 
Commercial
 
 
 
 
 
   Real estate
$

 
$

 
$

   Construction
300

 

 

   Other

 
158

 
215

Municipal

 

 

Residential


 
 
 


   Term
247

 
215

 
170

   Construction

 

 

Home equity line of credit

 

 

Consumer

 

 

Total
$
547

 
$
373

 
$
385

Net Value
 
 
 
 
 
Commercial
 
 
 
 
 
   Real estate
$
85

 
$

 
$

   Construction
2,452

 
3,406

 
112

   Other
667

 
1,459

 
2,741

Municipal

 

 

Residential


 
 
 


   Term
2,622

 
2,728

 
2,335

   Construction

 

 

Home equity line of credit

 

 

Consumer

 

 

Total
$
5,826

 
$
7,593

 
$
5,188






Page 65



Goodwill
On October 26, 2012, the Bank completed the purchase of a branch at 63 Union Street in Rockland, Maine, from Camden National Bank that was formerly operated by Bank of America. As part of the transaction, the Bank acquired approximately $32.3 million in deposits as well as a small volume of loans. On the same date, the Bank completed the purchase of a full-service bank building at 145 Exchange Street in Bangor, Maine, also from Camden National Bank, and opened a full-service branch in this building in February of 2013. The banking facilities were valued at the most recent tax assessed value, which approximates fair value. The loans acquired were recorded at fair value at the time of acquisition. The estimated fair value of the loans acquired is equal to the carrying value. The excess of the purchase price over the fair value of the assets acquired, liabilities assumed, and the amount allocated for core deposit intangible totaled $2,121,000 and was recorded as goodwill. The goodwill is not amortizable for GAAP but is amortizable for tax purposes.
On January 14, 2005, the Company acquired FNB Bankshares of Bar Harbor, Maine, and its subsidiary, The First National Bank of Bar Harbor, which was merged into the Bank. The total value of the transaction was $48.0 million, and all of the voting equity interest of FNB Bankshares was acquired in the transaction. The transaction was accounted for as a purchase and the excess of purchase price over the fair value of net identifiable assets acquired equaled $27.6 million and was recorded as goodwill, none of which was deductible for tax purposes.
The Bank also carries $125,000 in goodwill for a de minimus transaction in 2001. As of December 31, 2012, the Company completed its annual review of goodwill and determined there has been no impairment.


Liquidity Management
As of June 30, 2013, the Bank had primary sources of liquidity of $305.5 million. It is Management's opinion this is adequate. The Bank has an additional $307.2 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 68.8% of total average assets in the first six months of 2013. While the generally preferred funding strategy is to attract and retain low-cost deposits, the ability to do so is affected by 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.


Deposits
During the first six months of 2013, total deposits increased by $68.8 million or 7.2% from December 31, 2012 levels. Low-cost deposits (demand, NOW, and savings accounts) decreased by $2.5 million or 0.7% in the first six months of 2013, money market deposits increased $7.0 million or 8.7%, and certificates of deposit increased $64.4 million or 12.7%. Between June 30, 2012 and June 30, 2013, total deposits increased by $22.4 million or 2.2%. Low-cost deposits increased by $49.9 million or 15.6%, money market accounts increased $17.0 million or 23.9%, and certificates of deposit decreased $44.5 million or 7.2%. The changes in certificates of deposit year-over-year and for the first six months of 2013 were the result of the level of total assets and funding shifts between wholesale CDs and borrowed funds.

Page 66



The increase in low-cost deposits year-over-year is the result of healthy deposit inflows and the low-cost deposits added in October 2012 with the purchase of the Union Street branch in Rockland.



Borrowed Funds
The Company uses funding from the Federal Home Loan Bank of Boston, the Federal Reserve Bank of Boston and repurchase agreements, enabling it to grow its balance sheet and its revenues. It may also be used to balance seasonal deposit flows or to carry out interest rate risk management strategies, and is increased to replace or supplement other sources of funding, including core deposits and certificates of deposit. During the six months ended June 30, 2013, borrowed funds decreased $25.8 million or 9.1% from December 31, 2012. Between June 30, 2012 and June 30, 2013, borrowed funds increased by $8.2 million or 3.3%. These changes were due to the shifts in funding mentioned above.


Shareholders' Equity
Shareholders' equity as of June 30, 2013 was $146.0 million, compared to $156.3 million as of December 31, 2012 and $153.4 million as of June 30, 2012. The Company's earnings in the first six months of 2013, net of dividends paid, added to shareholders' equity, and the Company raised $11.5 million through issuance of common stock during the first quarter of 2013. The net unrealized gain on available-for-sale securities, presented in accordance with FASB ASC Topic 740 "Investments – Debt and Equity Securities", decreased by $11.4 million from December 31, 2012 and now stands at a net unrealized loss of $3.4 million.
A cash dividend of 19.5 cents per share was declared in the second quarter of 2013, equal to the dividend declared in each of the past nineteen quarters. The dividend payout ratio, which is calculated by dividing dividends declared per share by diluted earnings per share, was 69.64% for the first six months of 2013 compared to 65.00% for the same period in 2012. 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 2013 is this year's net income plus $6.8 million.
On November 21, 2008, the Company received approval for a $25 million investment in Fixed Rate Cumulative Perpetual Preferred Stock, Series A, by the U.S. Treasury under the Capital Purchase Program ("the CPP Shares"). The Company completed the CPP Shares transaction on January 9, 2009. The CPP Shares call for cumulative dividends at a rate of 5.0% per year for the first five years, and at a rate of 9.0% per year in following years. The CPP Shares qualify as Tier 1 capital on the Company's books for regulatory purposes and rank senior to the Company's common stock and senior or at an equal level in the Company's capital structure to any other shares of preferred stock the Company may issue in the future.
On August 24, 2011, the Company repurchased $12.5 million of the CPP Shares. The repurchase transaction was approved by the Federal Reserve Bank of Boston, the Company's primary regulator, as well as the Bank's primary regulator, the Office of the Comptroller of the Currency. These approvals were based on the Company's and the Bank's continued strong capital ratios after the repayment, and almost all of the repayment was made from retained earnings accumulated since the preferred stock was issued in 2009. After the repurchase, $12.5 million of CPP Shares remained outstanding.
On March 27, 2013, the Company repurchased $2.5 million of the CPP Shares with funds from its operating account. After the repurchase, $10.0 million of the CPP shares remained outstanding. On March 28, 2013, the Company consummated a fully underwritten offering for 760,771 shares of the Company's common stock, and on May 8, 2013, the Company repurchased the remaining 10,000,000 CPP Shares using the proceeds from the Company's common stock offering. The repurchase transaction was approved by the Federal Reserve Bank of Boston, the Company's primary regulator. The warrants issued in conjunction with the CPP Shares for 225,904 shares of Common Stock at an exercise price of $16.60 per share were unchanged as a result of the repurchase transaction and remain outstanding.
Regulatory leverage capital ratios for the Company were 8.77% and 8.46% at June 30, 2013 and December 31, 2012, respectively. The Company had a tier one risk-based capital ratio of 15.08% and a tier two risk-based capital ratio of 16.34% at June 30, 2013, compared to 14.80% and 16.05%, respectively, at December 31, 2012. These ratios are comfortably above the standards to be rated "well-capitalized" by regulatory authorities – qualifying for lower deposit-insurance premiums.



Page 67



Off-Balance Sheet Financial Instruments
No material off-balance sheet risk exists that requires a separate liability presentation.
Contractual Obligations
The following table sets forth the contractual obligations of the Company as of June 30, 2013:
Dollars in thousands
Total
 
Less than 1 year
 
1-3 years
 
3-5 years
 
More than 5 years
Borrowed funds
$
257,108

 
$
116,955

 
$
50,000

 
$
80,000

 
$
10,153

Operating leases
717

 
151

 
262

 
216

 
88

Certificates of deposit
569,409

 
372,456

 
160,172

 
36,781

 

Total
$
827,234

 
$
489,562

 
$
210,434

 
$
116,997

 
$
10,241

Total loan commitments and unused lines of credit
$
123,996

 
$
123,996

 
$

 
$

 
$


Page 68



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 June 30, 2013 was +4.02% of total assets compared to +11.52% of total assets at December 31, 2012. 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 June 30, 2013, 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
$
12,246

 
$
23,495

 
$
119,858

 
$
309,400

 
Restricted stock, at cost
12,875

 

 

 
1,037

 
Loans held for sale

 

 

 

 
Loans
426,643

 
146,588

 
209,173

 
83,667

 
Other interest-earning assets

 
10,592

 

 

 
Non-rate-sensitive assets
10,181

 

 

 
51,032

 
 Total assets
461,945

 
180,675

 
329,031

 
445,136

 
Interest-bearing deposits
272,127

 
188,997

 
196,494

 
281,524

 
Borrowed funds
96,956

 
20,000

 
130,000

 
10,152

 
Non-rate-sensitive liabilities and equity
1,900

 
5,700

 
32,350

 
180,587

 
 Total liabilities and equity
370,983

 
214,697

 
358,844

 
472,263

 
Period gap
$
90,962

 
$
(34,022
)
 
$
(29,813
)
 
$
(27,127
)
 
Percent of total assets
6.42

%
(2.40
)
%
(2.10
)
%
(1.91
)
%
Cumulative gap (current)
$
90,962

 
$
56,940

 
$
27,128

 
$

 
Percent of total assets
6.42

%
4.02

%
1.91

%
0.00

%
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.

Page 69



The Company's most recent simulation model projects net interest income would decrease by approximately 0.51% 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 decrease by approximately 1.59% 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 higher than that earned in a stable rate environment by 0.82% in a falling-rate scenario, and lower than that earned in a stable rate environment by 0.53% 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 June 30, 2013 and December 31, 2012 is presented in the following table:
Changes in Net Interest Income
June 30, 2013
December 31, 2012
Year 1
 
 
Projected change if rates decrease by 1.0%
-0.51
 %
-1.50%
Projected change if rates increase by 2.0%
-1.59
 %
0.80%
Year 2
 
 
Projected change if rates decrease by 1.0%
0.82
 %
-6.10%
Projected change if rates increase by 2.0%
-0.53
 %
1.10%
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 June 30, 2013, the Company was using no interest rate derivatives 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 June 30, 2013, there were no significant differences between the views of the independent consultant and Management regarding the Company's interest rate risk exposure. As a result of recent statements made by the Federal Open Market Committee, Management expects interest rates will remain stable in the next ten-to-twelve quarters and believes that the current level of interest rate risk is acceptable.


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Item 4: Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of June 30, 2013, 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 June 30, 2013 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

There have been no material changes from the risk factors previously disclosed in the Company's Form 10-K for the year ended December 31, 2012.

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

a. None

b. None

c. None

Item 3 – Default Upon Senior Securities

None.

Item 4 – Other Information

A.  None.

B.  None.

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Item 5 – Exhibits

Exhibit 2.1 Agreement and Plan of Merger With FNB Bankshares Dated August 25, 2004, incorporated by reference to Exhibit 2.1 to the Company's Form 8-K dated August 25, 2004, filed under item 1.01 on August 27, 2004.
Exhibit 3.1 Conformed Copy of 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 October 7, 2004).
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 3.1 to the Company's Form 8-K filed under item 5.03 on October 31, 2012).
Exhibit 10.2(a) Specimen Employment Continuity Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.2(a) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.
Exhibit 10.2(b) Specimen Amendment to Employment Continuity Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.2(b) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.
Exhibit 10.2(c) Specimen Amendment to Employment Continuity Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on January 31, 2006.
Exhibit 10.3(a) Specimen Split Dollar Agreement entered into with Mr. McKim with a death benefit of $250,000. Incorporated by reference to Exhibit 10.3(a) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.
Exhibit 10.3(b) Specimen Amendment to Split Dollar Agreement entered into with Mr. McKim, incorporated by reference to Exhibit 10.3(b) to the Company's Form 8-K filed under item 1.01 on January 14, 2005.
Exhibit 10.4 Specimen Amendment to Supplemental Executive Retirement Plan entered into with Messrs. Daigneault and Ward changing the normal retirement age to receive the full benefit under the Plan from age 65 to age 63, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on December 30, 2008.
Exhibit 10.5 Purchase and Assumption Agreement between the Bank and Camden National Bank for the purchase of a bank branch, loans and deposits at 63 Union Street in Rockland, Maine, attached as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012.
Exhibit 10.6 Purchase and Sale Agreement between the Bank and Camden National Bank for the purchase of a bank building at 145 Exchange Street in Bangor, Maine, attached as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q filed on August 9, 2012.
Exhibit 10.7 Underwriting agreement for a public common stock offering between the Company and Keefe, Bruyette & Woods, Inc., a Stifel Company, incorporated by reference to Exhibit 1 to the Company's Form 8-K filed under item 1.01 on March 26, 2013.
Exhibit 10.8 Letter Agreement between the Company and the United States Treasury, dated March 27, 2013, to repurchase $2.5 million of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on March 28, 2013.
Exhibit 10.8 Letter Agreement between the Company and the United States Treasury, dated May 8, 2013, to repurchase $10.0 million of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed under item 1.01 on March 28, 2013.
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 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

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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/ Daniel R. Daigneault
Daniel R. Daigneault
President & Chief Executive Officer

Date: August 9, 2013


/s/ F. Stephen Ward
F. Stephen Ward
Executive Vice President & Chief Financial Officer

Date: August 9, 2013




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