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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 31, 2023
Camden National Corporation
(Exact name of registrant as specified in its charter)

Maine
01-28190
01-0413282
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Two Elm Street
Camden
Maine
04843
                 (Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (207) 236-8821


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, without par value CAC The NASDAQ Stock Market LLC





Item 2.02 Results of Operations and Financial Condition.
 
Camden National Corporation (the “Company”) issued a press release on October 31, 2023 announcing earnings for the fiscal quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1. This information is being furnished pursuant to Item 2.02, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01
Financial Statements and Exhibits.

(d)    The following exhibits are filed with this Report:
 
Exhibit No. Description
101 Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File - Included in Exhibit 101.


 
 
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 hereunto duly authorized.
 

Dated: October 31, 2023
 
  CAMDEN NATIONAL CORPORATION
(Registrant)
   
   
By:  /s/ MICHAEL R. ARCHER
    Michael R. Archer
Chief Financial Officer and Principal Financial & Accounting Officer
 



EX-99.1 2 ex991earningsreleaseq323.htm EX-99.1 Document
image1a.jpg
CONTACT:                                
Michael Archer
Executive Vice President
Chief Financial Officer
Camden National Corporation
(800) 860-8821
marcher@camdennational.bank

FOR IMMEDIATE RELEASE


CAMDEN NATIONAL CORPORATION REPORTS
THIRD QUARTER 2023 FINANCIAL RESULTS

Reports Third Quarter 2023 Net Income of $9.8 million and Diluted EPS of $0.67

CAMDEN, Maine, October 31, 2023/PRNewswire/--Camden National Corporation (NASDAQ: CAC; “Camden National” or the “Company”), a $5.8 billion bank holding company headquartered in Camden, Maine, reported net income of $9.8 million and diluted earnings per share ("EPS") of $0.67 for the third quarter of 2023, both decreases of 21%, compared to the second quarter of 2023. The Company's third quarter operating results include the impact from the sale of $66.7 million of investment securities that resulted in a pre-tax loss of $5.3 million. The Company sold these investments to reposition a portion of its balance sheet in response to the interest rate environment and, in doing so, is expected to improve its future earnings and profitability metrics. The strength of the Company's capital position enabled it to absorb the loss while maintaining strong capital ratios well in excess of regulatory capital requirements. Excluding the investment loss, the Company's adjusted net income (non-GAAP) for the third quarter of 2023 was $14.0 million and adjusted EPS (non-GAAP) was $0.96, both an increase of 13% over the second quarter of 2023.

“The continued strength of our capital and operating earnings allowed us to execute an investment restructure strategy that repositions us for the future, while still reporting positive quarterly earnings,” said Gregory A. Dufour, President and Chief Executive Officer. “Although net income decreased 21% compared to the second quarter, on a non-GAAP basis, excluding the $5.3 million pre-tax loss on sale of securities, net income increased 13% over last quarter highlighting the benefits of the strategies we have taken year-to-date as we continue to prioritize deposits, net interest margin optimization and maintaining our strong asset quality.”

For the nine months ended September 30, 2023, the Company reported net income of $34.9 million and diluted EPS of $2.39, decreases of 24% and 23%, respectively, compared to the nine months ended September 30, 2022. The decrease in earnings between periods reflects the sharp rise in interest rates between periods and the impact of a prolonged inverted yield curve, a $5.3 million pre-tax loss on the sale of investment securities recorded in the third quarter of 2023 as part of the Company's balance sheet repositioning, and the write-off of a $1.8 million Signature Bank corporate bond in the first quarter of 2023. Excluding the impact of the investment loss and corporate bond write-off, adjusted net income (non-GAAP) for the nine months ended September 30, 2023 was $40.6 million and adjusted diluted EPS (non-GAAP) was $2.77, decreases of 12% and 11%, respectively, compared to the same period in 2022.



“Earlier this quarter, we announced further details on my upcoming retirement and planned succession,” said Dufour. “At the end of this year, I will be stepping down as President and CEO of Camden National. The Board of Directors announced the appointment of Simon Griffiths who currently serves as Executive Vice President - Head of Core Banking at Citizens Bank, as my successor. I will remain with Camden National as an advisor for several months following my retirement on December 31, 2023. It has been a privilege serving as the President and CEO of Camden National Corporation for the past 14 years.” Griffiths will join Camden National on or about November 20, 2023, as Executive Vice President and Chief Operating Officer. He will become president and CEO of Camden National, as well as a member of the Board of Directors, effective January 1, 2024.

THIRD QUARTER 2023 HIGHLIGHTS

•Net income decreased $2.6 million, or 21%, and diluted EPS decreased $0.18, or 21%, compared to the second quarter, as the Company executed on its strategy to reposition its balance sheet by selling $66.7 million of securities at a pre-tax loss of $5.3 million. The proceeds from the sale were reinvested into investment securities at current market rates and used to pay-down the Company's borrowings. The Company expects this strategy to improve prospective net interest margin and earnings. Adjusted net income and diluted EPS, excluding the investment loss (non-GAAP), increased $1.6 million, or 13%, and $0.11, or 13%, respectively, over the second quarter of 2023.
•Return on average assets was 0.68% and adjusted return on average assets (non-GAAP) was 0.97%, compared to 0.87% and 0.87%, respectively, for the second quarter of 2023.
•Return on average equity was 8.25% and adjusted return on average equity (non-GAAP) was 11.80%, compared to 10.66% and 10.66%, respectively, for the second quarter of 2023.
•GAAP efficiency ratio was 69.60% and non-GAAP efficiency ratio was 60.63%, compared to 63.42% and 63.07%, respectively, for the second quarter of 2023.
•Net interest margin decreased 1 basis point to 2.39%, compared to the second quarter of 2023.
•Asset quality remained strong, with non-performing assets totaling 0.11% of total assets and 0.16% of total loans, compared to 0.09% and 0.13%, respectively, at June 30, 2023. Annualized net charge-offs were 0.01%, compared to 0.04% for the second quarter of 2023.
•Uninsured and uncollateralized1 deposits at September 30, 2023 and June 30, 2023 were 15% of total deposits at each date, and available liquidity sources were 2.1 times and 2.0 times uninsured and uncollateralized deposits, respectively.

FINANCIAL CONDITION

As of September 30, 2023, total assets were $5.8 billion, an increase of 1% since June 30, 2023, and an increase of 2% since December 31, 2022.

Loans
Loans at September 30, 2023, totaled $4.1 billion, a 1% decrease since June 30, 2023, and an increase of 1% since December 31, 2022.
•Loan balances contracted in the third quarter of 2023 as the Company's retail loan portfolio grew less than 1%, while the commercial loan portfolio decreased 2% due to a few large loan payoffs and the Company's strategy to prioritize net interest margin over loan growth.
•Residential real estate loans grew 3% and commercial real estate loans grew 2% through September 30, 2023, compared to December 31, 2022.
1 Uncollateralized deposits are customer deposits for which the Company has not pledged any of its assets, including investment securities, or provided any other type of guarantee.


•The Company sold 45% of residential mortgages it originated through the nine months ended September 30, 2023, compared to 21% for the same period in 2022.
•At September 30, 2023, the committed retail and commercial loan portfolio pipelines totaled $49.5 million and $29.5 million, respectively. As of September 30, 2023, 39% of the committed residential real estate loan portfolio was designated for sale.

Investments
Investments totaled $1.2 billion as of September 30, 2023, a decrease of 4% since June 30, 2023, and a decrease of 8% since December 31, 2022. Investment balances represented 20% of the Company's assets as of September 30, 2023, compared to 21% at June 30, 2023 and 22% at December 31, 2022.
•The Company repositioned its balance sheet during the third quarter of 2023 to enhance future net interest margin and earnings by selling $66.7 million of investments with a weighted-average yield of 2.31% at a pre-tax loss of $5.3 million. The Company reinvested $30.0 million of the proceeds into investments yielding 6.06% and the remaining proceeds were used to pay-down the Company's borrowings. The estimated earn-back period on tangible book value dilution from the loss on sale of investments is less than three years.
•As of September 30, 2023, the Company's debt securities designated as available-for-sale (“AFS") and held-to-maturity (“HTM”) were, collectively, in a net unrealized loss position of $182.4 million, increasing from a net unrealized loss position of $138.7 million and $141.5 million as of June 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, 89% of the investment portfolio was made up of agency-backed bonds, 8% was municipal bonds and 3% was corporate bonds. The Company actively monitors its investment portfolio for credit risk, and, as of September 30, 2023, there were no credit concerns identified within the portfolio.
•As of September 30, 2023, the weighted-average life and duration of the Company's debt securities was 7.5 years and 5.7 years, respectively, compared to 7.8 years and 5.8 years at December 31, 2022.

Deposits
As of September 30, 2023, deposits totaled $4.7 billion, a decrease of less than 1% since June 30, 2023, and a decrease of 3% since December 31, 2022.
•Deposits decreased $15.3 million in the third quarter of 2023 led by a decrease in brokered CDs of $90.4 million, or 40%, and lower checking and savings account balances of $66.6 million, or 2%. These decreases were partially offset by certificate of deposit ("CD") and money market account growth of $102.8 million, or 23%, and $38.8 million, or 5%, driven by various promotions and campaigns, as well as continued deposit mix shift from lower interest-bearing accounts (checking and savings accounts) to higher interest-bearing deposit accounts (CDs and money market accounts).
•Deposit balances decreased $148.5 million for the first nine months of 2023 driven by lower balances within checking and savings of $413.7 million, or 11%, and brokered deposits of $47.4 million, or 26%. These decreases were partially offset by CD and money market account growth of $251.7 million, or 84%, and $60.9 million, or 9%, respectively.
•The loan-to-deposit ratio was 87% as of September 30, 2023 compared to 87% at June 30, 2023 and 83% at December 31, 2022.

Borrowings
As of September 30, 2023, borrowings totaled $514.5 million, an increase $22.0 million, or 4%, since June 30, 2023, and $205.0 million, or 66%, since December 31, 2022.
•As of September 30, 2023, the Company's borrowings consisted of: (1) $210.1 million of customer repurchase agreements, (2) $135.0 million from the Bank Term Funding Program (“BTFP”) at a fixed rate of 4.70% scheduled to mature in May 2024, which the Company may exercise its right to prepay at any time without penalty, (3) $125.0 million of short-term Federal Home Loan Bank of Boston borrowings that support interest rate swap derivatives, and (4) $44.3 million of junior subordinated debentures.



Derivatives
The Company executed $450.0 million of balance sheet derivatives during the nine months ended September 30, 2023, to provide protection for rising short-term interest rates. The balance sheet derivatives contributed $3.1 million of pre-tax income during the nine months ended September 30, 2023, including $1.4 million for the third quarter of 2023.

Capital
As of September 30, 2023, the Company's regulatory capital ratios were each well in excess of regulatory capital requirements. The Company's common equity ratio was 8.02%, and its tangible common equity ratio (non-GAAP) was 6.47%, compared to 8.14% and 6.58%, respectively, at June 30, 2023, and 7.96% and 6.37%, respectively, at December 31, 2022.

The Company announced a cash dividend of $0.42 per share, representing an annualized dividend yield of 5.95%, based on the Company's closing share price of $28.22, as reported by NASDAQ on September 29, 2023 (the last business day of the third quarter of 2023), payable on October 31, 2023, to shareholders of record on October 13, 2023.

The Company repurchased 65,692 shares of its common stock at an average price of $30.41 per share during the nine months ended September 30, 2023.

ASSET QUALITY

The Company's credit quality within its loan portfolio remained very strong throughout the third quarter of 2023. Loans 30-89 days past due and non-performing loans each increased during the third quarter of 2023 due to two residential loans. The Company continues to actively monitor its loan portfolio, particularly its commercial real estate loan portfolio, for signs of credit stress.
•Loans 30-89 days past due were 0.09% of total loans at September 30, 2023, 0.05% at June 30, 2023, and 0.06% of total loans at December 31, 2022.
•Non-performing loans were 0.16% of total loans at September 30, 2023, compared to 0.13% at each of June 30, 2023 and December 31, 2022.
•Annualized net charge-offs to average loans was 0.01% for the third quarter of 2023, compared to 0.04% for the second quarter of 2023 and 0.03% for the fourth quarter of 2022.

FINANCIAL OPERATING RESULTS (Q3 2023 vs. Q2 2023)

Net income for the third quarter of 2023 was $9.8 million, a decrease of $2.6 million, or 21%, compared to the second quarter of 2023. Adjusted net income (non-GAAP) increased $1.6 million, or 13%, and adjusted diluted EPS (non-GAAP) increased $0.11, or 13%, compared to the previous quarter.

Net Interest Income and Net Interest Margin
Net interest income for the third quarter of 2023 was $32.6 million, a decrease of $106,000, compared to the second quarter of 2023. The decrease was driven by a 1 basis point decrease in net interest margin between periods to 2.39% for the third quarter of 2023.



(Credit) Provision for Credit Losses
Negative provision expense (i.e., credit for credit losses) of $574,000 was recorded for the third quarter of 2023, reflecting the Company's continued favorable asset quality and a decrease in loans during the quarter, primarily driven by the commercial loan portfolio.
We continue to believe the risk of a potential macroeconomic slow-down in future periods exists. At September 30, 2023, the allowance for credit losses ("ACL") on loans was 0.90% of total loans, consistent with June 30, 2023. At September 30, 2023, the ACL was 5.5 times total non-performing loans, compared to 7.1 times at June 30, 2023.

The change in provision for credit losses between periods is highlighted in the table below:
($ in thousands) Q3 2023 Q2 2023 Increase /
(Decrease)
(Credit) provision for credit losses - loans
$ (456) $ 305  $ (761)
Credit for credit losses - off-balance sheet credit exposures (118) (202) 84 
(Credit) provision for credit losses
$ (574) $ 103  $ (677)

Non-Interest Income
Non-interest income for the third quarter of 2023 was $5.1 million, a decrease of $5.0 million, or 50%, over the second quarter of 2023. The decrease was driven by the sale of investments as part of the repositioning of the Company's balance sheet during the third quarter of 2023, which generated a $5.3 million pre-tax loss.

Non-Interest Expense
Non-interest expense for the third quarter of 2023 was $26.2 million, a decrease of $936,000, or 3%, compared to the second quarter of 2023. The Company's GAAP efficiency ratio and non-GAAP efficiency ratio for the third quarter of 2023 was 69.60% and 60.63%, respectively, compared to 63.42% and 63.07% for the second quarter of 2023. For the third quarter of 2023, the Company's overhead ratio, which compares annualized non-interest expense for the quarter to average assets, was 1.83%, compared to 1.90% for the second quarter of 2023.
•Salaries and employee benefits costs decreased 4% on a linked quarter basis, primarily due to lower incentive-related accruals based on year-to-date financial performance.
•Consulting and other professional fees decreased by $478,000 on a linked quarter basis, primarily due to the timing of the annual equity award grant to the Company's independent directors in the second quarter of each year.

Q3 2023 CONFERENCE CALL

Camden National will host a conference call and webcast at 3:00 p.m., Eastern Time, on Tuesday, October 31, 2023 to discuss its third quarter 2023 financial results and outlook. Participants should dial into the call 10 - 15 minutes before it begins. Information about the conference call is as follows:

Live dial-in (Domestic):            (833) 470-1428
Live dial-in (All other locations):    (929) 526-1599
Participant access code:            414870
Live webcast:                https://events.q4inc.com/attendee/633051855

A link to the live webcast will be available on Camden National's website under "About — Investor Relations" at CamdenNational.bank prior to the meeting, and a replay of the webcast will be available on Camden National's website following the conference call. The transcript of the conference call will also be available on Camden National's website approximately two days after the conference call.




ABOUT CAMDEN NATIONAL CORPORATION

Camden National Corporation (NASDAQ: CAC) is the largest publicly traded bank holding company in Northern New England with $5.8 billion in assets and was proudly listed as one of the Best Places to Work in Maine for the past three years. Founded in 1875, Camden National Bank is a full-service community bank dedicated to customers at every stage of their financial journey. With 24/7 live phone support, 57 banking centers, and additional lending offices in New Hampshire and Massachusetts, Camden National Bank offers the latest in digital banking, complemented by award-winning, personalized service. To learn more, visit CamdenNational.bank. Member FDIC. Equal Housing Lender.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including certain plans, expectations, goals, projections and other statements, which are subject to numerous risks, assumptions and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures; inflation; ongoing competition in labor markets and employee turnover; deterioration in the value of Camden National's investment securities; changes in consumer spending and savings habits; changes in the interest rate environment; changes in general economic conditions; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; legislative and regulatory changes that adversely affect the business in which Camden National is engaged; turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, including Camden National, which could affect Camden National's ability to attract and retain depositors, and could affect the ability of financial services providers, including the Company, to borrow or raise capital; actions taken by governmental agencies to stabilize the financial system and the effectiveness of such actions; changes to regulatory capital requirements in response to recent developments affecting the banking sector; changes in the securities markets and other risks and uncertainties disclosed from time to time in Camden National’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by other filings with the Securities and Exchange Commission ("SEC"). Further, statements regarding the potential effects of the war in Ukraine, the COVID-19 pandemic, conflict in the Middle East and other notable and global current events on the Company's business, financial condition, liquidity and results of operations may constitute forward-looking statements and are subject to the risk that the actual effects may differ, possible materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond the Company's control. Camden National does not have any obligation to update forward-looking statements.



USE OF NON-GAAP MEASURES

In addition to evaluating the Company's results of operations in accordance with generally accepted accounting principles in the United States ("GAAP"), management supplements this evaluation with certain non-GAAP financial measures such as: adjusted net income; adjusted diluted earnings per share; adjusted return on average assets; adjusted return on average equity; pre-tax pre-provision income; adjusted pre-tax pre-provision income; return on average tangible equity and adjusted return on average tangible equity; the efficiency and tangible common equity ratios; tangible book value per share; core deposits and average core deposits. Management utilizes these non-GAAP financial measures for purposes of measuring our performance against our peer group and other financial institutions and analyzing our internal performance. We also believe these non-GAAP financial measures help investors better understand the Company's operating performance and trends and allow for better performance comparisons to other financial institutions. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for GAAP operating results, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other financial institutions. Reconciliations to the comparable GAAP financial measures can be found in this document.

ANNUALIZED DATA

Certain returns, yields and performance ratios are presented on an “annualized” basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts. Annualized data may not be indicative of any four-quarter period and is presented for illustrative purposes only.




Selected Financial Data
(unaudited)
At or For The
Three Months Ended
At or For The
Nine Months Ended
(In thousands, except number of shares and per share data)
September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Financial Condition Data
Investments $ 1,157,618  $ 1,211,679  $ 1,276,762  $ 1,157,618  $ 1,276,762 
Loans 4,058,413  4,100,131  3,860,680  4,058,413  3,860,680 
Allowance for credit losses on loans 36,407  36,983  36,542  36,407  36,542 
Total assets 5,779,675  5,743,931  5,551,724  5,779,675  5,551,724 
Deposits 4,678,406  4,693,745  4,568,604  4,678,406  4,568,604 
Borrowings 514,471  492,513  465,432  514,471  465,432 
Shareholders' equity 463,298  467,376  431,007  463,298  431,007 
Operating and Per Share Data
Net income $ 9,787  $ 12,389  $ 14,267  $ 34,903  $ 46,088 
Adjusted net income (non-GAAP)(1)
14,002  12,389  14,267  40,570  46,095 
Diluted earnings per share 0.67  0.85  0.97  2.39  3.12 
Adjusted diluted earnings per share (non-GAAP)(1)
0.96  0.85  0.97  2.77  3.12 
Cash dividends declared per share 0.42  0.42  0.40  1.26  1.20 
Book value per share 31.82  32.11  29.59  31.82  29.59 
Tangible book value per share (non-GAAP)(1)
25.24  25.52  22.97  25.24  22.97 
Profitability Ratios
Return on average assets 0.68  % 0.87  % 1.03  % 0.82  % 1.13  %
Adjusted return on average assets (non-GAAP)(1)
0.97  % 0.87  % 1.03  % 0.95  % 1.13  %
Return on average equity 8.25  % 10.66  % 12.50  % 10.00  % 12.88  %
Adjusted return on average equity (non-GAAP)(1)
11.80  % 10.66  % 12.50  % 11.63  % 12.88  %
Return on average tangible equity (non-GAAP)(1)
10.48  % 13.55  % 16.02  % 12.72  % 16.27  %
Adjusted return on average tangible equity (non-GAAP)(1)
14.94  % 13.55  % 16.02  % 14.77  % 16.27  %
GAAP efficiency ratio 69.60  % 63.42  % 56.71  % 63.82  % 56.38  %
Efficiency ratio (non-GAAP)(1)
60.63  % 63.07  % 56.43  % 60.87  % 56.10  %
Net interest margin (fully-taxable equivalent) 2.39  % 2.40  % 2.88  % 2.44  % 2.86  %
Asset Quality Ratios
ACL on loans to total loans 0.90  % 0.90  % 0.95  % 0.90  % 0.95  %
Non-performing assets to total assets 0.11  % 0.09  % 0.09  % 0.11  % 0.09  %
Annualized net charge-offs to average loans
0.01  % 0.04  % 0.02  % 0.03  % 0.02  %
Capital Ratios
Common equity ratio 8.02  % 8.14  % 7.76  % 8.02  % 7.76  %
Tangible common equity ratio (non-GAAP)(1)
6.47  % 6.58  % 6.13  % 6.47  % 6.13  %
Tier 1 leverage capital ratio 9.35  % 9.29  % 9.24  % 9.35  % 9.24  %
Common equity tier 1 risk-based capital ratio 12.16  % 11.92  % 11.72  % 12.16  % 11.72  %
Total risk-based capital ratio 14.19  % 13.95  % 13.81  % 14.19  % 13.81  %
(1)    This is a non-GAAP measure, please see "Reconciliation of non-GAAP to GAAP Financial Measures (unaudited)."







Consolidated Statements of Condition Data
(unaudited)
(In thousands) September 30,
2023
December 31,
2022
September 30,
2022
ASSETS      
Cash, cash equivalents and restricted cash $ 211,514  $ 75,427  $ 82,012 
Investments:      
Trading securities 4,195  3,990  3,727 
Available-for-sale securities, at fair value (amortized cost of $705,019, $796,960, and $833,888 respectively) 589,003  695,875  723,618 
Held-to-maturity securities, at amortized cost (fair value of $483,547, $506,193 and $491,759 respectively) 549,961  546,583  534,309 
Other investments 14,459  12,713  15,108 
Total investments 1,157,618  1,259,161  1,276,762 
Loans held for sale, at fair value (book value of $11,299, $5,259, and $4,863 respectively) 11,187  5,197  4,629 
Loans:
Commercial real estate 1,653,288  1,624,937  1,562,887 
Commercial 400,031  430,131  424,010 
Residential real estate 1,752,401  1,700,266  1,619,409 
Consumer and home equity 252,693  255,019  254,374 
Total loans 4,058,413  4,010,353  3,860,680 
      Less: allowance for credit losses on loans (36,407) (36,922) (36,542)
       Net loans 4,022,006  3,973,431  3,824,138 
Goodwill and core deposit intangible assets 95,816  96,260  96,416 
Other assets 281,534  262,374  267,767 
Total assets $ 5,779,675  $ 5,671,850  $ 5,551,724 
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Liabilities    
Deposits:    
Non-interest checking $ 1,023,239  $ 1,141,753  $ 1,245,137 
Interest checking 1,579,991  1,763,850  1,460,571 
Savings and money market 1,389,180  1,439,622  1,493,518 
Certificates of deposit 552,111  300,451  279,603 
Brokered deposits 133,885  181,253  89,775 
Total deposits 4,678,406  4,826,929  4,568,604 
Short-term borrowings 470,140  265,176  421,101 
Junior subordinated debentures 44,331  44,331  44,331 
Accrued interest and other liabilities 123,500  84,136  86,681 
Total liabilities 5,316,377  5,220,572  5,120,717 
Commitments and Contingencies  
Shareholders’ equity    
Common stock, no par value: authorized 40,000,000 shares, issued and outstanding 14,558,137, 14,567,325 and 14,563,828 shares on September 30, 2023, December 31, 2022 and September 30, 2022, respectively 114,842  115,069  114,536 
Retained earnings 478,664  462,164  452,927 
Accumulated other comprehensive loss:    
Net unrealized loss on debt securities, net of tax (139,228) (131,539) (140,268)
Net unrealized gain on cash flow hedging derivative instruments, net of tax 9,343  5,891  6,545 
Net unrecognized loss on postretirement plans, net of tax (323) (307) (2,733)
Total accumulated other comprehensive loss (130,208) (125,955) (136,456)
Total shareholders’ equity 463,298  451,278  431,007 
Total liabilities and shareholders’ equity $ 5,779,675  $ 5,671,850  $ 5,551,724 










Consolidated Statements of Income Data
(unaudited)
For The
Three Months Ended
For The
Nine Months Ended
(In thousands, except per share data) September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Interest Income    
Interest and fees on loans $ 50,115  $ 48,645  $ 37,568  $ 144,092  $ 102,724 
Taxable interest on investments 5,814  5,852  5,756  17,629  17,395 
Nontaxable interest on investments 748  762  790  2,273  2,324 
Dividend income 302  267  137  788  349 
Other interest income 690  529  330  1,667  677 
Total interest income 57,669  56,055  44,581  166,449  123,469 
Interest Expense
Interest on deposits 20,969  19,245  5,442  56,046  9,785 
Interest on borrowings 3,577  3,587  787  9,249  1,372 
Interest on junior subordinated debentures 539  533  539  1,600  1,600 
Total interest expense 25,085  23,365  6,768  66,895  12,757 
Net interest income 32,584  32,690  37,813  99,554  110,712 
(Credit) provision for credit losses
(574) 103  2,764  1,531  4,034 
Net interest income after provision for credit losses 33,158  32,587  35,049  98,023  106,678 
Non-Interest Income
Debit card income 3,130  3,079  3,234  9,147  9,371 
Service charges on deposit accounts 2,040  1,935  1,941  5,737  5,705 
Income from fiduciary services 1,641  1,775  1,535  5,016  4,847 
Brokerage and insurance commissions 1,217  1,152  1,003  3,462  3,269 
Mortgage banking income, net 583  590  635  1,889  3,186 
Bank-owned life insurance 644  613  374  1,849  1,519 
Net loss on sale of securities (5,335) —  —  (5,335) (9)
Other income 1,152  966  1,232  3,283  3,032 
Total non-interest income 5,072  10,110  9,954  25,048  30,920 
Non-Interest Expense
Salaries and employee benefits 14,744  15,288  15,849  44,605  46,757 
Furniture, equipment and data processing 3,382  3,179  3,305  9,772  9,639 
Net occupancy costs 1,804  1,852  1,765  5,735  5,715 
Debit card expense 1,318  1,262  1,210  3,781  3,410 
Consulting and professional fees 897  1,375  814  3,327  3,114 
Regulatory assessments 861  868  575  2,574  1,745 
Amortization of core deposit intangible assets 148  148  156  444  469 
Other real estate owned and collection (recoveries) costs, net
(34) 56  (25)
Other expenses 3,087  3,167  3,361  9,302  8,998 
Total non-interest expense 26,207  27,143  27,091  79,515  79,856 
Income before income tax expense 12,023  15,554  17,912  43,556  57,742 
Income Tax Expense 2,236  3,165  3,645  8,653  11,654 
Net Income $ 9,787  $ 12,389  $ 14,267  $ 34,903  $ 46,088 
Per Share Data    
Basic earnings per share $ 0.67  $ 0.85  $ 0.97  $ 2.39  $ 3.13 
Diluted earnings per share 0.67  0.85  0.97  2.39  3.12 







Quarterly Average Balance and Yield/Rate Analysis
(unaudited)
Average Balance Yield/Rate
For The Three Months Ended For The Three Months Ended
(Dollars in thousands) September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
June 30,
2023
September 30,
2022
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets
$ 48,401  $ 27,008  $ 30,063  4.04  % 4.90  % 2.24  %
Investments - taxable 1,177,367  1,212,942  1,288,172  2.14  % 2.08  % 1.88  %
Investments - nontaxable(1)
102,872  105,210  109,661  3.68  % 3.67  % 3.65  %
Loans(2):
Commercial real estate 1,658,125  1,670,299  1,546,638  4.84  % 4.75  % 4.04  %
Commercial(1)
391,052  405,485  402,152  6.08  % 5.83  % 4.26  %
SBA PPP 439  512  1,254  2.40  % 4.27  % 15.67  %
Municipal(1)
18,888  17,484  22,574  4.41  % 3.98  % 3.01  %
Residential real estate 1,762,860  1,748,443  1,571,449  4.18  % 4.06  % 3.49  %
Consumer and home equity 252,357  253,308  252,145  7.74  % 7.53  % 5.21  %
     Total loans  4,083,721  4,095,531  3,796,212  4.85  % 4.73  % 3.91  %
Total interest-earning assets 5,412,361  5,440,691  5,224,108  4.23  % 4.12  % 3.40  %
Other assets 304,439  271,822  292,973 
Total assets $ 5,716,800  $ 5,712,513  $ 5,517,081 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking $ 1,019,450  $ 999,809  $ 1,243,174  —  % —  % —  %
Interest checking 1,584,314  1,638,677  1,502,436  2.42  % 2.28  % 0.85  %
Savings 661,126  685,282  774,725  0.14  % 0.10  % 0.04  %
Money market 721,423  692,330  720,641  2.85  % 2.47  % 0.84  %
Certificates of deposit 497,301  410,272  290,043  3.05  % 2.55  % 0.45  %
Total deposits 4,483,614  4,426,370  4,531,019  1.67  % 1.48  % 0.45  %
Borrowings:
Brokered deposits 161,623  237,083  80,701  5.07  % 4.89  % 1.40  %
Customer repurchase agreements
193,297  192,428  228,495  1.69  % 1.47  % 0.57  %
Junior subordinated debentures 44,331  44,331  44,331  4.83  % 4.83  % 4.83  %
Other borrowings 263,705  272,737  108,084  4.14  % 4.23  % 1.68  %
Total borrowings 662,956  746,579  461,611  3.70  % 3.77  % 1.38  %
Total funding liabilities 5,146,570  5,172,949  4,992,630  1.93  % 1.81  % 0.54  %
Other liabilities 99,480  73,366  71,636 
Shareholders' equity 470,750  466,198  452,815 
Total liabilities & shareholders' equity
$ 5,716,800  $ 5,712,513  $ 5,517,081 
Net interest rate spread (fully-taxable equivalent) 2.30  % 2.31  % 2.86  %
Net interest margin (fully-taxable equivalent) 2.39  % 2.40  % 2.88  %
(1)      Reported on a tax-equivalent basis calculated using the federal corporate income tax rate of 21%, including certain commercial loans.
(2)     Non-accrual loans and loans held for sale are included in total average loans.

















Year-to-Date Average Balance and Yield/Rate Analysis
(unaudited)
Average Balance Yield/Rate
For The Nine Months Ended For The Nine Months Ended
(Dollars in thousands) September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Assets
Interest-earning assets:
Interest-bearing deposits in other banks and other interest-earning assets
$ 30,002  $ 60,105  4.78  % 0.57  %
Investments - taxable 1,209,000  1,354,339  2.09  % 1.79  %
Investments - nontaxable(1)
104,518  112,526  3.67  % 3.49  %
Loans(2):
Commercial real estate 1,658,188  1,512,285  4.73  % 3.81  %
Commercial(1)
401,817  391,540  5.80  % 3.82  %
SBA PPP 514  9,138  3.08  % 18.01  %
Municipal(1)
17,467  18,837  4.01  % 3.17  %
Residential real estate 1,742,340  1,459,659  4.01  % 3.46  %
Consumer and home equity 253,137  240,041  7.46  % 4.60  %
     Total loans  4,073,463  3,631,500  4.69  % 3.75  %
Total interest-earning assets 5,416,983  5,158,470  4.09  % 3.19  %
Other assets 288,783  291,821 
Total assets $ 5,705,766  $ 5,450,291 
Liabilities & Shareholders' Equity
Deposits:
Non-interest checking $ 1,031,700  $ 1,214,263  —  % —  %
Interest checking 1,637,231  1,448,146  2.23  % 0.46  %
Savings 693,468  759,053  0.10  % 0.04  %
Money market 704,360  712,729  2.51  % 0.52  %
Certificates of deposit 409,909  297,646  2.54  % 0.44  %
Total deposits 4,476,668  4,431,837  1.46  % 0.27  %
Borrowings:
Brokered deposits 206,206  133,928  4.64  % 0.74  %
Customer repurchase agreements 189,532  220,026  1.42  % 0.41  %
Junior subordinated debentures 44,331  44,331  4.83  % 4.83  %
Other borrowings 237,546  65,595  4.07  % 1.41  %
Total borrowings 677,615  463,880  3.55  % 1.07  %
Total funding liabilities 5,154,283  4,895,717  1.74  % 0.35  %
Other liabilities 84,920  76,154 
Shareholders' equity 466,563  478,420 
Total liabilities & shareholders' equity $ 5,705,766  $ 5,450,291 
Net interest rate spread (fully-taxable equivalent) 2.35  % 2.84  %
Net interest margin (fully-taxable equivalent) 2.44  % 2.86  %
(1)      Reported on a tax-equivalent basis calculated using the federal corporate income tax rate of 21%, including certain commercial loans.
(2)     Non-accrual loans and loans held for sale are included in total average loans.






Asset Quality Data
(unaudited)
(In thousands) At or For The
Nine Months Ended
September 30, 2023
At or For The
Six Months Ended
June 30, 2023
At or For The
Three Months Ended
March 31, 2023
At or For The
Year Ended
December 31, 2022
At or For The
Nine Months Ended
September 30, 2022
Non-accrual loans:
Residential real estate $ 2,775  $ 1,781  $ 1,713  $ 1,733  $ 1,562 
Commercial real estate 92  56  56  57  73 
Commercial 1,083  729  748  715  541 
Consumer and home equity 674  482  441  486  589 
Total non-accrual loans 4,624  3,048  2,958  2,991  2,765 
Accruing troubled-debt restructured loans not included above 1,997  2,140  2,154  2,114  2,285 
Total non-performing loans 6,621  5,188  5,112  5,105  5,050 
Other real estate owned —  —  —  —  — 
Total non-performing assets $ 6,621  $ 5,188  $ 5,112  $ 5,105  $ 5,050 
Loans 30-89 days past due:
Residential real estate $ 751  $ 1,192  $ 313  $ 1,038  $ 2,326 
Commercial real estate 188  112  111  323  195 
Commercial 2,260  294  1,030  802  1,344 
Consumer and home equity 603  653  684  391  843 
Total loans 30-89 days past due
$ 3,802  $ 2,251  $ 2,138  $ 2,554  $ 4,708 
ACL on loans at the beginning of the period $ 36,922  $ 36,922  $ 36,922  $ 33,256  $ 33,256 
Provision for loan losses 288  744  439  4,430  3,788 
Charge-offs:
Residential real estate 18  18  18  66  65 
Commercial real estate 58  —  —  —  — 
Commercial 1,101  846  312  1,042  744 
Consumer and home equity 63  31  134  130 
Total charge-offs  1,240  895  334  1,242  939 
Total recoveries  (437) (212) (107) (478) (437)
Net charge-offs 803  683  227  764  502 
ACL on loans at the end of the period $ 36,407  $ 36,983  $ 37,134  $ 36,922  $ 36,542 
Components of ACL:
ACL on loans $ 36,407  $ 36,983  $ 37,134  $ 36,922  $ 36,542 
ACL on off-balance sheet credit exposures(1)
2,670  2,788  2,990  3,265  3,441 
ACL, end of period $ 39,077  $ 39,771  $ 40,124  $ 40,187  $ 39,983 
Ratios:
Non-performing loans to total loans 0.16  % 0.13  % 0.13  % 0.13  % 0.13  %
Non-performing assets to total assets 0.11  % 0.09  % 0.09  % 0.09  % 0.09  %
ACL on loans to total loans 0.90  % 0.90  % 0.91  % 0.92  % 0.95  %
Net charge-offs to average loans (annualized):
Quarter-to-date
0.01  % 0.04  % 0.02  % 0.03  % 0.02  %
Year-to-date
0.03  % 0.03  % 0.02  % 0.02  % 0.02  %
ACL on loans to non-performing loans 549.87  % 712.86  % 726.41  % 723.25  % 723.60  %
Loans 30-89 days past due to total loans
0.09  % 0.05  % 0.05  % 0.06  % 0.12  %
(1)    Presented within accrued interest and other liabilities on the consolidated statements of condition.








Reconciliation of non-GAAP to GAAP Financial Measures (unaudited)
Adjusted Net Income; Adjusted Diluted Earnings per Share; Adjusted Return on Average Assets; and Adjusted Return on Average Equity:
For the
Three Months Ended
For the
Nine Months Ended
(In thousands, except number of shares, per share data and ratios)
September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Adjusted Net Income:
Net income, as presented $ 9,787  $ 12,389  $ 14,267  $ 34,903  $ 46,088 
Adjustment for net loss on sale of securities
5,335  —  —  5,335 
Adjustment for Signature Bank bond write-off
—  —  —  1,838  — 
Tax impact of above adjustments(1)
(1,120) —  —  (1,506) (2)
Adjusted net income $ 14,002  $ 12,389  $ 14,267  $ 40,570  $ 46,095 
Adjusted Diluted Earnings per Share:
Diluted earnings per share, as presented $ 0.67  $ 0.85  $ 0.97  $ 2.39  $ 3.12 
Adjustment for net loss on sale of securities
0.37  —  —  0.37  — 
Adjustment for Signature Bank bond write-off
—  —  —  0.13  — 
Tax impact of above adjustments(1)
(0.08) —  —  (0.12) — 
Adjusted diluted earnings per share $ 0.96  $ 0.85  $ 0.97  $ 2.77  $ 3.12 
Adjusted Return on Average Assets:
Return on average assets, as presented 0.68  % 0.87  % 1.03  % 0.82  % 1.13  %
Adjustment for net loss on sale of securities
0.37  % —  —  0.13  % — 
Adjustment for Signature Bank bond write-off
—  —  —  0.04  % — 
Tax impact of above adjustments(1)
(0.08) % —  —  (0.04) %
Adjusted return on average assets 0.97  % 0.87  % 1.03  % 0.95  % 1.13  %
Adjusted Return on Average Equity:
Return on average equity, as presented
8.25  % 10.66  % 12.50  % 10.00  % 12.88  %
Adjustment for net loss on sale of securities
4.50  % —  —  1.53  % — 
Adjustment for Signature Bank bond write-off
—  —  —  0.53  % — 
Tax impact of above adjustments(1)
(0.95) % —  —  (0.43) % — 
Adjusted return on average equity
11.80  % 10.66  % 12.50  % 11.63  % 12.88  %
(1) Assumed a 21% tax rate.

Pre-Tax Pre-Provision Income and Adjusted Pre-Tax Pre-Provision Income:
For the
Three Months Ended
For the
Nine Months Ended
(In thousands) September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Net income, as presented $ 9,787  $ 12,389  $ 14,267  $ 34,903  $ 46,088 
Adjustment for (credit) provision for credit losses
(574) 103  2,764  1,531  4,034 
Adjustment for income tax expense
2,236  3,165  3,645  8,653  11,654 
Pre-tax pre-provision income
11,449  15,657  20,676  45,087  61,776 
Adjustment for net loss on sale of securities
5,335  —  —  5,335 
Adjustment for SBA PPP loan income
(3) (6) (50) (12) (1,248)
Adjusted pre-tax pre-provision income
$ 16,781  $ 15,651  $ 20,626  $ 50,410  $ 60,537 







Efficiency Ratio:
For the
Three Months Ended
For the
Nine Months Ended
(Dollars in thousands) September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Non-interest expense, as presented $ 26,207  $ 27,143  $ 27,091  $ 79,515  $ 79,856 
Net interest income, as presented $ 32,584  $ 32,690  $ 37,813  $ 99,554  $ 110,712 
Adjustment for the effect of tax-exempt income(1)
237  235  242  701  700 
Non-interest income, as presented 5,072  10,110  9,954  25,048  30,920 
Adjustment for net loss on sale of securities
5,335  —  —  5,335 
Adjusted net interest income plus non-interest income $ 43,228  $ 43,035  $ 48,009  $ 130,638  $ 142,341 
GAAP efficiency ratio 69.60  % 63.42  % 56.71  % 63.82  % 56.38  %
Non-GAAP efficiency ratio 60.63  % 63.07  % 56.43  % 60.87  % 56.10  %
(1) Assumed a 21% tax rate.

Return on Average Tangible Equity and Adjusted Return on Average Tangible Equity:
For the
Three Months Ended
For the
Nine Months Ended
(Dollars in thousands) September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Return on Average Tangible Equity:
Net income, as presented $ 9,787  $ 12,389  $ 14,267  $ 34,903  $ 46,088 
Adjustment for amortization of core deposit intangible assets
148  148  156  444  469 
Tax impact of above adjustment(1)
(31) (31) (33) (93) (98)
Net income, adjusted for amortization of core deposit intangible assets $ 9,904  $ 12,506  $ 14,390  $ 35,254  $ 46,459 
Average equity, as presented $ 470,750  $ 466,198  $ 452,815  $ 466,563  $ 478,420 
Adjustment for average goodwill and core deposit intangible assets
(95,888) (96,036) (96,493) (96,037) (96,651)
Average tangible equity $ 374,862  $ 370,162  $ 356,322  $ 370,526  $ 381,769 
Return on average equity 8.25  % 10.66  % 12.50  % 10.00  % 12.88  %
Return on average tangible equity 10.48  % 13.55  % 16.02  % 12.72  % 16.27  %
Adjusted Return on Average Tangible Equity:
Adjusted net income (see "Adjusted Net Income" table above)
$ 14,002  $ 12,389  $ 14,267  $ 40,570  $ 46,095 
Adjustment for amortization of core deposit intangible assets
148  148  156  444  469 
Tax impact of above adjustment(1)
(31) (31) (33) (93) (98)
Adjusted net income, adjusted for amortization of core deposit intangible assets
$ 14,119  $ 12,506  $ 14,390  $ 40,921  $ 46,466 
Adjusted return on average tangible equity
14.94  % 13.55  % 16.02  % 14.77  % 16.27  %
(1) Assumed a 21% tax rate.








Tangible Book Value Per Share and Tangible Common Equity Ratio:
September 30,
2023
June 30,
2023
September 30,
2022
(In thousands, except number of shares, per share data and ratios)
Tangible Book Value Per Share:
Shareholders' equity, as presented $ 463,298  $ 467,376  $ 431,007 
Adjustment for goodwill and core deposit intangible assets
(95,816) (95,964) (96,416)
Tangible shareholders' equity $ 367,482  $ 371,412  $ 334,591 
Shares outstanding at period end 14,558,137  14,554,778  14,563,828 
Book value per share $ 31.82  $ 32.11  $ 29.59 
Tangible book value per share 25.24  25.52  22.97 
Tangible Common Equity Ratio:
Total assets $ 5,779,675  $ 5,743,931  $ 5,551,724 
Adjustment for goodwill and core deposit intangible assets
(95,816) (95,964) (96,416)
Tangible assets $ 5,683,859  $ 5,647,967  $ 5,455,308 
Common equity ratio 8.02  % 8.14  % 7.76  %
Tangible common equity ratio 6.47  % 6.58  % 6.13  %

Core Deposits:
(In thousands) September 30,
2023
June 30,
2023
September 30,
2022
Total deposits $ 4,678,406  $ 4,693,745  $ 4,568,604 
Adjustment for certificates of deposit
(552,111) (449,265) (279,603)
Adjustment for brokered deposits
(133,885) (224,255) (89,775)
Core deposits $ 3,992,410  $ 4,020,225  $ 4,199,226 

Average Core Deposits:
For the
Three Months Ended
For the
Nine Months Ended
(In thousands) September 30,
2023
June 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
Total average deposits, as presented(1)
$ 4,483,614  $ 4,426,370  $ 4,531,019  $ 4,476,668  $ 4,431,837 
Adjustment for average certificates of deposit
(497,301) (410,272) (290,043) (409,909) (297,646)
Average core deposits $ 3,986,313  $ 4,016,098  $ 4,240,976  $ 4,066,759  $ 4,134,191 
(1)     Brokered deposits are excluded from total average deposits, as presented on the Average Balance, Interest and Yield/Rate analysis table.