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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20212022

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to                 

Commission File Number: 001-13349

GraphicGraphic

BAR HARBOR BANKSHARES

(Exact name of registrant as specified in its charter)

Maine

01-0393663

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

PO Box 400

82 Main Street, Bar Harbor, ME

04609-0400

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (207) 669-6784

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol

    

Name of each exchange on which registered

Common Stock, par value $2.00 per share

BHB

NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

The aggregate market value of the common stock held by non-affiliates of Bar Harbor Bankshares was $420,108,452$381,396,767 based on the closing sale price of the common stock on the NYSE American on June 30, 2021,2022, the last trading day of the registrant’s most recently completed second quarter.

The Registrant had 15,012,60615,124,451 shares of common stock, par value $2.00 per share, outstanding as of March 11, 2022.10, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitiveDefinitive Proxy Statement for the 2023 Annual Meeting of StockholdersShareholders, to be held on May 17,filed within 120 days after December 31, 2022 are incorporated by reference into Part III Items 10-14 of this Annual Report on Form 10-K.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

FORM 10-K

INDEX

Page

PART I.

ITEM 1.

BUSINESS

3

ITEM 1A.

RISK FACTORS

2022

ITEM 2.

PROPERTIES

2831

ITEM 3.

LEGAL PROCEEDINGS

2831

PART II.

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

2832

ITEM 6.

[RESERVED]

3034

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

3034

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

4547

ITEM 8.

CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

4749

ITEM 9A.

CONTROLS AND PROCEDURES

123118

PART III.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

125120

ITEM 11.

EXECUTIVE COMPENSATION

125120

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDERSTOCKHOLDER MATTERS

125120

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

125120

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

125120

PART IV.

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

125120

SIGNATURES

The Company conducts business operations principally through Bar Harbor Bank & Trust, which may be referred to as the Bank and which is a subsidiary of Bar Harbor Bankshares. Unless the context requires otherwise, references in this reportAnnual Report to "our company, "our," "us," "we" and similar terms refer to Bar Harbor Bankshares and its subsidiaries, including the Bank, collectively.

2

Table of Contents

PART I

ITEM 1. BUSINESS

FORWARD-LOOKING STATEMENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this reportAnnual Report on Form 10-K (the “Form 10-K” or “Annual Report”) that are not historical facts may constitute forward- lookingforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements fromWhen used in this Form 10-K the use of the words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “plan,“intend, “targets,” “estimates,” “projects,” “plans,” and “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and other similar expressions.words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about our future financial and operating results and plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of our company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are subject to significantknown and unknown risks, assumptions and uncertainties including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: 

deterioration in the financial performance and/or condition of borrowers of the Bank, including as a result of the negative impact of inflationary pressures on our customers and their businesses resulting in significant increases in credit losses and provisions for those losses;
the possibility that our asset quality could decline or that we experience greater loan losses than anticipated;
increased levels of other real estate owned, primarily as a result of foreclosures;
the impact of liquidity needs on our results of operations and financial condition;
competition from financial institutions and other financial service providers;
the effect of interest rate increases on the cost of deposits;
unanticipated weakness in loan demand or loan pricing;
adverse conditions in the national or local economies including in our markets throughout Northern New England;
changes in consumer spending, borrowing and saving habits;
the effects of new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the virus, and the resulting impact on general economic and financial market conditions and on the Company’s and our customers' business, results of operations, asset quality and financial condition;
the effects of civil unrest, international hostilities or other geopolitical events, including the war in Ukraine;
inflation, interest rate, market, and monetary fluctuations;
lack of strategic growth opportunities or our failure to execute on available opportunities;
the ability to grow and retain low-cost core deposits and retain large, uninsured deposits;
our ability to effectively manage problem credits;
our ability to successfully implement efficiency initiatives on time and with the results projected;
our ability to successfully develop and market new products and technology;
the impact of negative developments in the financial industry and United States and global capital and credit markets;
our ability to retain executive officers and key employees and their customer and community relationships;
our ability to adapt to technological changes;
risks associated with litigation, including reputational and financial risks and the applicability of insurance coverage;
our ability to implement new technology effectively;
the vulnerability of the Bank’s computer and information technology systems and networks, and the systems and networks of third parties with whom the Company or the Bank contract, to unauthorized access, computer viruses,

3

Table of Contents

phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches and interruptions;
changes in the reliability of our vendors, internal control systems or information systems;
ongoing competition in the labor markets and increased employee turnover;
the potential impact of climate change;
the impact of pandemics, epidemics or any other health-related crisis;
our ability to comply with various governmental and regulatory requirements applicable to financial institutions;
changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments;
the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”);
adverse impacts (including costs, fines, reputational harm, or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions; and
general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. 

Other factors not identified above, including those described under the headings “Risk Factors” and uncertainties disclosed from time“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Most of these factors are difficult to timeanticipate and are generally beyond our control. You should consider these factors in documentsconnection with considering any forward-looking statements that may be made by us. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.

GENERAL

Bar Harbor Bankshares files with (the Securities and Exchange Commission ("SEC"). All risk factors set forth in Item 1A of this report should be considered in evaluating forward-looking statements, which speak only as of the dates on which they were made. The Company is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. The Company qualifies all of its forward-looking statements by these cautionary statements.

GENERAL

Bar Harbor Bankshares (the "Company")“Company,” “we,” “our” or “us” or similar terms) is the parent company of Bar Harbor Bank & Trust (the "Bank”), which is the only community bank headquartered in Northern New England with branches in Maine, New Hampshire and Vermont. The Bank is a regional community bank that thinks differently about banking. We provideThe Bank provides the technology offerings and capabilities of larger banks, accompanied by access to local decision makers who are acutely focused on their local markets. As we celebrateHaving recently celebrated the 135th135th anniversary of ourthe Bank’s founding, we remain focused on helping our customers achieve their goals as the key to the Bank’s success. We deliver banking, lendingWith over 500 dedicated professionals and wealth management services from more than 50 locations. The Company’slocations, we are committed to servicing and building enduring relationships by providing a higher standard of banking. We offer a variety of financial products and services designed around our customers in order to serve their banking and financial needs. Through these efforts, we continue to be a relationship-focused community bank, maintaining our credit quality and serving businesses, entrepreneurs and individuals within our footprint. Our corporate goal is to be one of the top performing banks in New England, and itsour business model is centered on the following:

Employee and customer experience is the foundation of superior performance, which leads to significant financial benefit to shareholders
Geography, heritage, and performance are key while remaining true to a community-focused culture
Strong commitment to risk management while balancing growth and earnings
Service and sales driven culture with a focus on core business growth
Fee income is fundamental to the Company’s profitability through wealth management and treasury management services, customer derivatives, and secondary market mortgage sales
Investment in processes, products, technology, training, leadership, and infrastructure
Expansion of the Company’s brand and business to deepen market presence
Opportunity and growth for existing employees while adding catalyst recruits across all levels of the Company

Employee and customer experience is the foundation of superior performance, which leads to significant financial benefit to shareholders
Geography, heritage, and performance are key while remaining true to a community-focused culture
Commitment to risk management while balancing growth and earnings
Service and sales driven culture with a focus on core business growth
Fee income is fundamental to our profitability through trust and treasury management services, customer derivatives, and secondary market mortgage sales
Investment in processes, products, technology, training, leadership, and infrastructure
Expansion of our brand and business to deepen market presence
Opportunity and growth for existing employees while adding catalyst recruits across all levels

34

Table of Contents

Shown below is a profile and geographical footprint of the Bank as of December 31, 2021:2022:

GraphicGraphic

The Bank servesWe serve affluent and growing markets in Maine, New Hampshire, and Vermont with more than 4950 thousand, 4748 thousand, and 24 thousand customers, respectively.respectively in those states. Within these markets, tourism, agriculture, and fishing industries remain strong and continue to drive economic activity. These core markets have also maintained their strength through diversification into various service industries.

Maine

The Bank operatesWe have 22 full-service branches in operation and two wealth management offices principally located in the regions of downeast, midcoast and central Maine, which canare generally be characterized as rural areas. The BankWe also hashave a commercial loan production office in Portland, Maine. In Maine, the Bank considers itswe consider our primary market areas to be Hancock, Penobscot, Washington, Kennebec, Knox, and Sagadahoc counties. The economies in these counties are based primarily on tourism, healthcare, fishing and lobstering, agriculture, state government, and small local businesses andbusinesses. They are also supported by a large contingent of retirees.

New Hampshire

The Bank operatesWe have 21 full-service branches in operation and threefive wealth management offices in New Hampshire located in the regions of Lake Sunapee, Upper Valley, and Merrimack Valley.Valley regions. There are several distinct markets within each of these regions. The towns or cities of Nashua, Manchester, and Concord are considered part of the Merrimack Valley. Nashua, New Hampshire is a regional commercial, entertainment, and dining destination and withdestination. With its border withto Massachusetts, it also enjoys a vibrant high-tech industry and a robust retail industry due in part to the state’sNew Hampshire’s absence of a sales tax. The upper valley region of New Hampshire includes the towns of Lebanon and Hanover, which are home to Dartmouth-Hitchcock Medical Center and Dartmouth College, respectively. The Lake Sunapee market is a popular year-round recreation and resort area that includes both Lake Sunapee and Mount Sunapee and includes the towns of Claremont, New London, and Newport.

Vermont

The Bank operatesWe have 10 full-service branches in operation in Vermont. The branches are primarily located in central Vermont within the counties of Rutland, Windsor and Orange. These markets are home to many attractions, including Killington Mountain, Okemo Resort, and the city of Rutland. Popular vacation destinations in this region include Woodstock, Brandon, and Ludlow.

45

Table of Contents

SUBSIDIARY ACTIVITIES

Bar Harbor Bankshares is a legal entity separate and distinct from its first-tier bank subsidiary, Bar Harbor Bank & Trust, and its second-tier subsidiaries, Bar Harbor Trust Services, Charter Trust CompanyWealth Management and Cottage Street Corporation. Under Charter Trust Company

There are third-tier subsidiaries Charter Holding Corporation and Charter New England Agency.

The Company also ownstwo Connecticut statutory trusts for which all of the common stock of two Connecticut statutory trusts.is owned. These capital trusts are unconsolidated, and their only material asset is a $20.6 million trust preferred security related to the junior subordinated debentures reported in Note 7 – Borrowed Funds of the Consolidated Financial Statements.

AVAILABLE INFORMATION

The Company is required to file annual,Annual, quarterly, and current reports, proxy statements and other information are required to be filed with the Securities and Exchange Commission, or SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy statements, and information statements, and other information regarding issuers that file electronically with the SEC.

The Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, of 1934, are also available free of charge on the Company’sour website at www.barharbor.bank under the Shareholders Relations link as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC.

Investors should note that the Company currently announcesannouncements of material information to investors and others are performed using SEC filings, press releases, and postings on the Company’sour website (www.barharbor.bank), including news and announcements regarding the Company’s financial performance, key personnel, brands, and business strategy. Information posted on the corporate website could be deemed material to investors. The Company encourages investorsInvestors are encouraged to review the information posted on these channels. Updates may be made, from time to time, to the list of channels used to communicate information that could be deemed material, and any such change will be posted on www.barharbor.bank. The information on the website is not, and shall not be deemed to be, a part hereof or incorporated into this or any other filings with the SEC.

COMPETITION

Major competitors in the Company’s market areas include local independent banks, local branches of large regional and national bank affiliates, thrift institutions, savings and loan institutions, mortgage companies, and credit unions.

The Company has generally been able toWe effectively compete effectively with other financial institutions by emphasizing quality customer service, making decisions at the local level, maintaining long-term customer relationships, building customer loyalty, and providing products and services designed to address thecustomers’ specific needs of customers.needs. However, no assurance can be provided regarding the Company’s ongoing ability to compete effectively with other financial institutions in the future.

No part of the Company’s business is materially dependent upon one or a few customers or upon a particular industry segment, the loss of which would have a material adverse impact on the operationsour results of the Company.operations.

LENDING ACTIVITIES

General

The Bank originates loansLoans are originated in four basic portfolio categories, which are discussed below. These portfolios include the categories commercial real estate, commercial and industrial, residential real estate and other consumer loans. Loan interest rates and other key loan terms are affected principally by the Bank’sour lending policy, asset/liability strategy, loan demand, competition, and the supply of money available for lending purposes. The Bank monitors and manages the amount of long-term fixed-rate lending and adjustable-rate loan products is monitored according to itsthe Bank’s interest rate management policy. The Bank generally originates loansLoans originated are held for investment  except for certain residential mortgages that are underwritten with the intention to be sold in the secondary mortgage market.

56

Table of Contents

Loan Portfolio Analysis

The following table sets forth the year-end composition of the Company’s loan portfolio in dollar amounts and as a percentage of the portfolio for the years indicated. Further information about the composition of the loan portfolio is contained in Note 3 – Loans and Allowance for Credit Losses of the Consolidated Financial Statements.

2021

2020

2022

2021

(in thousands, except

    

    

% of

    

% of

    

    

% of

    

% of

percentages)

Amount

Total

Amount

Total

Amount

Total

Amount

Total

Commercial construction

    

$

56,263

 

2

%

$

117,882

 

5

%

    

$

117,577

 

4

%

$

56,263

 

2

%

Commercial real estate owner occupied

 

257,122

 

12

 

219,217

 

9

 

244,814

 

8

 

257,122

 

12

Commercial real estate non-owner occupied

887,092

35

716,776

28

1,146,674

40

887,092

35

Tax exempt

41,280

2

47,862

2

42,879

2

41,280

2

Commercial and industrial

307,112

12

355,684

14

297,112

10

307,112

12

Residential real estate

 

888,263

 

34

 

995,216

 

38

 

954,968

 

33

 

888,263

 

34

Home equity

86,657

3

100,096

4

90,865

3

86,657

3

Consumer other

 

8,121

 

 

10,152

 

 

7,801

 

 

8,121

 

Total loans

$

2,531,910

 

100

%

$

2,562,885

 

100

%

$

2,902,690

 

100

%

$

2,531,910

 

100

%

Commercial Loan Exposure and Industries

All commercial loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes.  The following table summarizes the major industries of the Company’s commercial loan portfolio as of December 31, 20212022 and 2020:2021:

2021

2020

2022

2021

(in thousands, except percentages)

    

Loans

    

Total Exposure

% of Total Portfolio

Loans

Total Exposure

% of Total Portfolio

    

Loans

    

Total Exposure

% of Total Portfolio

Loans

Total Exposure

% of Total Portfolio

Real Estate and Rental and Leasing

$

707,444

$

815,070

46

%

$

644,944

$

711,606

45

%

$

946,591

$

1,212,986

51

%

$

707,444

$

815,070

46

%

Accommodation and Food Services

 

281,122

294,971

18

276,421

317,989

19

 

334,053

347,023

18

281,122

294,971

18

Health Care and Social Assistance

 

99,128

138,008

6

91,989

116,910

6

 

105,634

145,361

6

99,128

138,008

6

Retail Trade

 

58,647

79,109

4

58,942

76,073

4

 

61,265

79,401

3

58,647

79,109

4

Finance and Insurance

54,462

83,153

4

36,236

81,398

2

Agriculture, Forestry, Fishing and Hunting

52,957

61,157

3

41,271

65,435

3

60,815

68,040

3

52,957

61,157

3

Wholesale Trade

55,546

83,696

3

24,179

38,098

2

Educational Services

52,921

65,524

3

61,696

74,503

4

49,162

61,526

3

52,921

65,524

3

Manufacturing

50,752

70,742

3

57,280

73,984

4

44,672

66,083

2

50,752

70,742

3

Public Administration

33,769

39,357

2

32,576

35,189

2

Finance and Insurance

33,148

52,551

2

54,462

83,153

4

Construction

29,448

49,450

2

32,451

58,394

2

Arts, Entertainment, and Recreation

34,122

36,854

2

22,137

22,389

2

29,300

31,898

2

34,122

36,854

2

Public Administration

32,576

35,189

2

39,315

41,695

3

Construction

32,451

58,394

2

40,716

46,979

3

Wholesale Trade

24,179

38,098

2

20,727

36,215

1

Transportation and Warehousing

14,569

17,656

1

15,038

16,350

1

14,087

16,051

1

14,569

17,656

1

All other

53,539

73,417

4

50,709

117,716

3

51,566

81,045

2

53,539

73,417

4

Total commercial loans

$

1,548,869

$

1,867,341

100

%

$

1,457,421

$

1,799,242

100

%

$

1,849,056

$

2,334,468

100

%

$

1,548,869

$

1,867,342

100

%

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Maturity and Sensitivity of the Loan Portfolio

The following table shows contractual maturities of selected loan categories at December 31, 2021.2022. The contractual maturities do not reflect premiums, discounts, deferred costs, or prepayments.

Within 

1 to 5

5 to 15

After

Within 

1 to 5

5 to 15

After

(in thousands, except percentages)

1 year

    

Years

    

Years

15 Years

    

Total

% of Total

1 year

    

Years

    

Years

15 Years

    

Total

% of Total

Contractual Maturity

Commercial construction

    

$

47,672

$

7,340

$

1,215

$

36

$

56,263

2

%

    

$

4,327

$

57,690

$

55,527

$

33

$

117,577

4

%

Commercial real estate owner occupied

 

112,217

 

56,616

 

73,957

 

14,332

 

257,122

10

 

10,311

 

29,260

 

191,355

 

13,888

 

244,814

8

Commercial real estate non-owner occupied

393,042

 

245,168

 

239,803

 

9,079

 

887,092

35

17,050

 

488,200

 

623,187

 

18,237

 

1,146,674

40

Tax exempt

206

 

9,455

 

24,819

 

6,800

 

41,280

2

2,322

 

6,765

 

23,263

 

10,529

 

42,879

2

Commercial and industrial

122,727

79,489

78,440

26,456

307,112

12

50,918

144,850

52,042

49,302

297,112

10

Residential real estate

36,070

85,324

217,919

548,950

888,263

35

3,183

27,602

169,119

755,064

954,968

33

Home equity

63,736

9,696

3,619

9,606

86,657

3

3,874

8,644

9,967

68,380

90,865

3

Consumer other

2,346

4,742

693

340

8,121

1

1,954

5,199

443

205

7,801

Total loans

$

778,016

$

497,830

$

640,465

$

615,599

$

2,531,910

100

%

$

93,939

$

768,210

$

1,124,903

$

915,638

$

2,902,690

100

%

Repricing Date

Fixed-rate

75,926

305,778

503,129

615,322

1,500,155

59

19,775

441,034

576,017

632,987

1,669,813

58

Floating or adjustable rate

702,090

192,052

137,336

277

1,031,755

41

837,945

264,503

130,429

1,232,877

42

Total loans

$

778,016

$

497,830

$

640,465

$

615,599

$

2,531,910

100

%

$

857,720

$

705,537

$

706,446

$

632,987

$

2,902,690

100

%

Problem Assets

The Bank prefersThere is a preference to work with borrowers to resolve problems rather than proceeding to foreclosure. For commercial loans, this may result in a period of forbearance or restructuring of the loan, which is normally done at current market terms and may not result in a “troubled” loan designation. For residential mortgage loans, the Bank follows the Consumer Financial Protection Bureau (“CFPB”) guidelines are followed to attempt a restructuring that will enable owner-occupants to remain in their home. However, if these processes fail to result in a performing loan, the Bank generally will initiate foreclosure or other proceedings will be initiated no later than the 120th day of a delinquency, as necessary, to minimize any potential loss. Management reports on delinquent loans and non-performing assets to the Company’s Board of Directors monthly. Loans are generally removed from accruing status when they reach 90 days delinquent, except for certain loans which are well secured and in the process of collection. Loan collections are managed by a combination of the related business units and the Bank’s managed assets group, which focuses on larger, riskier collections.

The following table presents the problem assets and accruing troubled debt restructurings ("TDRs") for the years indicated:

(in thousands, except ratios)

    

2021

    

2020

 

Non-accruing loans:

 

  

 

  

Commercial construction

$

$

258

Commercial real estate owner occupied

 

783

 

3,038

Commercial real estate non-owner occupied

 

622

 

383

Tax exempt

Commercial and industrial

 

677

 

1,223

Residential real estate

6,835

5,883

Home equity

1,269

1,345

Consumer other

 

5

 

58

Total loans

10,191

12,188

Other real estate owned

 

 

Total non-performing assets

$

10,191

$

12,188

Troubled debt restructurings (accruing)

$

$

95

Accruing loans 90+ days past due

 

134

 

125

Total non-performing loans/total loans

 

0.40

%  

 

0.48

%

Total non-performing assets/total assets

 

0.27

 

0.33

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The following table presents the problem assets for the years indicated:

(in thousands, except ratios)

    

2022

    

2021

 

Non-accruing loans:

 

  

 

  

Commercial construction

$

$

Commercial real estate owner occupied

 

439

 

783

Commercial real estate non-owner occupied

 

550

 

622

Tax exempt

Commercial and industrial

 

207

 

677

Residential real estate

4,385

6,835

Home equity

963

1,269

Consumer other

 

5

 

5

Total loans

6,549

10,191

Other real estate owned

 

 

Total non-performing assets

$

6,549

$

10,191

Accruing loans 90+ days past due

$

216

$

134

Total non-performing loans/total loans

 

0.23

%  

 

0.40

%

Total non-performing assets/total assets

 

0.17

 

0.27

Allowance for Credit Losses

The Bank’sOur loan portfolio is regularly reviewed by management to evaluate the adequacy of the allowance for credit losses (ACL)(“ACL”). The allowance represents management’s estimate of inherent losses that are probable and estimable as of the date of the financial statements. The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally comprised of larger non-accruing commercial loans and TDRs.troubled debt restructurings (“TDRs”).  The allowance for credit losses is discussed further in Note 1 – Summary of Significant Accounting Policies of the Consolidated Financial Statements.

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The following table presents an analysis of the allowance for credit losses for the years indicated:

(in thousands, except ratios)

    

2021

    

2020

 

    

2022

    

2021

 

Balance at beginning of year

$

19,082

$

15,353

$

22,718

$

19,082

Impact of CECL adoption

5,228

5,228

Charged-off loans:

 

  

 

  

 

  

 

  

Commercial construction

 

 

 

 

Commercial real estate owner occupied

 

(403)

 

 

 

(403)

Commercial real estate non-owner occupied

 

 

(1,137)

 

 

Tax exempt

Commercial and industrial

(59)

(593)

(8)

(59)

Residential real estate

(77)

(54)

(84)

(77)

Home equity

(154)

(7)

(154)

Consumer other

 

(205)

 

(384)

 

(267)

 

(205)

Total charged-off loans

 

(898)

 

(2,168)

 

(366)

 

(898)

Recoveries on charged-off loans:

 

  

 

  

 

  

 

  

Commercial construction

 

18

 

 

 

18

Commercial real estate owner occupied

 

290

 

 

120

 

290

Commercial real estate non-owner occupied

 

4

 

173

 

 

4

Tax exempt

Commercial and industrial

77

30

341

77

Residential real estate

159

13

106

159

Home equity

51

25

51

Consumer other

 

9

 

56

 

12

 

9

Total recoveries on charged-off loans

 

608

 

272

 

604

 

608

Net charged-off

 

(290)

 

(1,896)

Net recoveries (charge-offs)

 

238

 

(290)

Provision for credit losses

 

(1,302)

 

5,625

 

2,904

 

(1,302)

Balance at end of year

$

22,718

$

19,082

$

25,860

$

22,718

Ratios:

 

  

 

  

 

  

 

  

Net charge-offs/average loans

 

0.01

%  

 

0.07

%

Net (recoveries) charge-offs/average loans

 

(0.01)

%  

 

0.01

%

Recoveries/charged-off loans

 

68

 

13

 

165

 

68

Allowance for credit losses/total loans

 

0.90

 

0.74

 

0.89

 

0.90

Allowance for credit losses/non-accruing loans

 

223

 

157

 

395

 

223

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The following table presents year-end data for the approximate allocation of the allowance for credit losses by loan categories at the dates indicated. TheFor each loan category, the table shows for each category the amount of the allowance allocated to that category as a percentage of the outstanding loans in that category. Management believes that the allowance can be allocated by category only on an approximate basis. The allocation of the allowance to each category is not indicative of future losses and does not restrict the use of any of the allowance to absorb losses in any category. Due to the impact of accounting standards for acquired loans, data in the accompanying tables may not be comparable between accounting periods.

2021

2020

 

2022

2021

 

% Allocated to

% Allocated to

 

% Allocated to

% Allocated to

 

(in thousands, except ratios)

    

Amount

    

Total Loans

    

Amount

    

Total Loans

 

    

Amount

    

Total Loans

    

Amount

    

Total Loans

 

Commercial construction

    

$

2,111

    

0.08

%  

$

824

    

0.03

%

    

$

2,579

    

0.09

%  

$

2,111

    

0.08

%

Commercial real estate owner occupied

 

2,751

 

0.11

 

1,783

 

0.07

 

2,189

 

0.08

 

2,751

 

0.11

Commercial real estate non-owner occupied

5,650

 

0.23

 

7,864

 

0.31

9,341

 

0.32

 

5,650

 

0.23

Tax exempt

86

0.01

58

93

86

0.01

Commercial and industrial

5,369

0.21

3,137

0.12

3,493

0.12

5,369

0.21

Residential real estate

5,862

0.23

5,010

0.20

7,274

0.25

5,862

0.23

Home equity

814

0.03

285

0.01

811

0.03

814

0.03

Consumer other

75

121

80

75

Total

$

22,718

0.90

%  

$

19,082

0.74

%  

$

25,860

0.89

%  

$

22,718

0.90

%  

INVESTMENT SECURITIES ACTIVITIES

The general objectivesobjective of the Company’s investment portfolio areis to provide liquidity when loan demand is high, and to absorb excess funds when demand is low. The securities portfolio also provides a medium for certain interest rate risk measures intended to maintain an appropriate balance between interest income from loans and total interest expense. For additional information, see Item 7A of this report.Annual Report.

The Company only investsWe invest in what we believe to be high-quality investment-grade securities. Investment decisions are made in accordance with the Company’s investment and treasury policies and include consideration of risk, return, duration, and portfolio concentrations. For further discussion on investments see Note 2 – Securities Available for Sale of the Consolidated Financial Statements.

The following table presents the amortized cost and fair value of securities available for sale for the years indicated:

2021

2020

2022

2021

Amortized

Amortized

Amortized

Amortized

(in thousands)

    

Cost

    

Fair Value

    

Cost

    

Fair Value

    

Cost

    

Fair Value

    

Cost

    

Fair Value

US Government-sponsored enterprises

$

237,283

$

236,117

$

206,834

$

212,390

$

249,838

$

215,027

$

237,283

$

236,117

US Government agency

 

79,143

 

79,637

 

82,878

 

85,632

 

93,010

 

82,266

 

79,143

 

79,637

Private label

 

68,691

 

68,695

 

19,810

 

19,709

 

64,056

 

60,154

 

64,691

 

64,695

Obligations of states and political subdivisions thereof

 

140,585

 

141,776

 

164,766

 

169,004

 

121,939

 

107,737

 

140,585

 

141,776

Corporate bonds

 

89,994

 

92,051

 

97,689

 

98,311

 

102,505

 

94,332

 

93,994

 

96,051

Total

$

615,696

$

618,276

$

571,977

$

585,046

$

631,348

$

559,516

$

615,696

$

618,276

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The following table presents the amortized cost and weighted average yields of securities available for sale at by maturity:

December 31, 2021

December 31, 2022

Within

Over 1 Year

Over 5 Years

Over

Within

Over 1 Year

Over 5 Years

Over

(in thousands, except ratios)

    

1 Year

    

to 5 Years

to 10 years

10 Years

Total

    

1 Year

    

to 5 Years

to 10 years

10 Years

Total

US Government-sponsored enterprises

$

32

$

2,601

$

8,227

$

226,423

$

237,283

$

24

$

1,759

$

9,954

$

238,101

$

249,838

US Government agency

3

306

1,798

77,036

79,143

1

188

1,223

91,598

93,010

Private label

 

 

 

31,185

37,506

68,691

 

 

 

27,209

36,847

64,056

Obligations of states and political subdivisions thereof

 

 

 

285

3,663

136,637

140,585

 

195

 

 

530

3,894

117,320

121,939

Corporate bonds

 

4,999

 

 

24,245

55,750

5,000

89,994

 

 

 

37,755

59,750

5,000

102,505

Total

$

5,034

$

27,437

$

100,623

$

482,602

$

615,696

$

220

$

40,232

$

102,030

$

488,866

$

631,348

Weighted Average Yield

4.37

%

5.48

%

3.65

%

1.92

%

2.38

%

5.39

%

5.54

%

3.93

%

2.17

%

2.66

%

DERIVATIVE FINANCIAL INSTRUMENTS

The Company utilizes interestInterest swap derivatives are utilized to minimize fluctuations in earnings and cash flows caused by interest rate volatility either in the form of interest rate swaps on wholesale funding and variable rate loans designated as cash flow hedges or partial interest rate hedges on securities accounted for as fair value hedges. For further discussion on derivatives see Note 10 – Derivative Financial Instruments and Hedging Activities of the Consolidated Financial Statements.

The Company offers derivativeDerivative products are offered in the form of interest rate swaps and interest rate caps, to commercial loan customers to facilitate their risk management strategies. The Company enters into anAn interest rate swap is entered into with a customer, while at the same time entering into an offsetting interest rate swap with another financial institution.institution is entered into to offset. These interest rate swap transactions allowsallow customers to effectively fix the interest rate on their loans. Customer loan derivative income is recognized for the upfront fee paid by the customer at origination. These swaps are designated as economic hedges and transactions are cleared through arrangements with third-party financial institutions.

The Company’s mortgageMortgage banking activities result in two types of derivative instruments. Interest rate lock commitments are offered to residential loan customers, to allow them the ability to lock into a fixed interest rate prior to closing, for loans the Company intendsintended to sell are classified as non-hedging derivatives. To offset this risk, the Company often enters intoan offsetting forward sale commitments may be entered into with national financial institutions to purchase the loans selected for sale under a best efforts or mandatory delivery contract accounted for as an economic hedge.

The Company’s floating-rate funding,Floating-rate fundings are certain hedging transactions and certain of the Company’s products, such as floating-rate loans and mortgages, determine the applicable interest rate or payment amount by reference to a benchmark rate, such as the secured interbank overnight financing rate (“SOFR”), London Interbank Offered Rate (“LIBOR”), or to an index, currency, basket or other financial metric. We continue to transition loans with LIBOR and certainbased interest rates to other benchmark rates are the subject ofdue to recent national, international, and other regulatory guidance and proposals for reform. Further accounting guidance has been issued regarding rate reform in relationguidance.  The transition of those variable rate loans is expected to derivative instruments as further described in Note 1– Summary of Significant Accounting Policies of the Consolidated Financial Statements.be complete by June 30, 2023.

DEPOSIT ACTIVITIES

The Company offers aA variety of deposit products to consumers, businesses and institutional customers with a wide range of interest rates and terms. The Company’s depositsterms are offered. Deposits consist of interest-bearing and non-interest-bearing demand accounts, savings accounts, money market deposit accounts, and certificates of deposit. The Company solicits depositsDeposits are solicited primarily in itsthe market area, excluding brokered deposits. The Company primarily relies on competitiveCompetitive pricing policies, marketing and customer service to attract and retain deposits.deposits are relied upon.

Additionally, customer relatedCustomer-related deposit fees are a significant source of fee income and principally derived from debit card interchange fees earned from transaction fees that merchants pay whenever a customer uses a debit card to make a

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purchase. Customer deposit fees are also earned from a variety of deposit accounts with various fee schedules and terms, which are designed

12

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to meet the customer’s financial needs. Other depositor relateddepositor-related fee services provided to customers include ATMs, remote deposit capture, ACH origination, wire transfers, internet bill pay, and other cash management services.

The Company manages pricingPricing of deposits is managed in keeping with the Company’s asset/liability management, liquidity and profitability objectives, subject to market competitive factors. Based on our experience, the Company believes that their deposits are relatively stable sources of funds. Despite this stability, the Company’s ability to attract and maintain these deposits and rates are significantly affected by market conditions.

The following table presents the average balances and weighted average rates for deposits for the years indicated:

2021

2020

 

2022

2021

 

(in thousands, except ratios)

    

Average Balance

    

Percent of Total

    

Weighted Average Rate

    

Average Balance

    

Percent of Total

    

Weighted Average Rate

    

Average Balance

    

Percent of Total

    

Weighted Average Rate

    

Average Balance

    

Percent of Total

    

Weighted Average Rate

Demand

$

668,379

 

22

%  

%  

$

480,721

 

17

%  

%

$

679,081

 

22

%  

%  

$

668,379

 

22

%  

%

NOW

 

949,485

 

31

 

0.11

 

643,289

 

23

 

0.20

 

907,123

 

30

 

0.16

 

949,485

 

31

 

0.11

Savings

 

629,152

 

20

 

0.09

 

466,593

 

17

 

0.16

 

657,591

 

21

 

0.10

 

629,152

 

20

 

0.09

Money market

 

390,150

 

13

 

0.12

 

395,571

 

14

 

0.42

 

466,426

 

15

 

0.63

 

390,150

 

13

 

0.12

Time deposits

 

424,899

 

14

 

1.51

 

795,535

 

29

 

1.80

 

366,404

 

12

 

0.61

 

424,899

 

14

 

1.51

Total

$

3,062,065

 

100

%  

0.28

%  

$

2,781,709

 

100

%  

0.65

%

$

3,076,625

 

100

%  

0.24

%  

$

3,062,065

 

100

%  

0.65

%

Estimated uninsured non-maturity deposits were $328.5 million as of December 31, 2022 and $352.9 million as of December 31, 2021. Estimated uninsured time deposits were $13.8 million and $24.6 million as of December 31, 2022 and 2021, respectively.  The following table presents the scheduled maturities of uninsured time deposits greater than $250 thousand at December 31, 2021:2022:

    

    

    

    

(in thousands, except ratios)

Amount

Amount

Three months or less

$

13,546

$

13,584

Over 3 months through 6 months

 

8,638

 

7,626

Over 6 months through 12 months

 

8,856

 

19,121

Over 12 months

 

9,048

 

7,190

Total

$

40,088

$

47,521

BORROWING ACTIVITIES

The CompanyBorrowings may utilize borrowingsbe utilized as an alternative source of funds which can be invested at a positive interest rate spread when the Company desires additional capacity to fund loan demand is desired or when they meet the Company’s asset/liability management goals are met to diversify funding sources and enhance interest rate risk management.

The Company’s borrowingsBorrowings historically have included advances from the Federal Home Loan Bank of Boston ("FHLB"), securities sold under repurchase agreements, and a correspondent bank unsecured line of credit. The Company also has the ability to borrow from the Federal Reserve Bank of Boston ("FRB"), which was used as a lending facility for Paycheck Protection Program (“PPP”) loans, as well as through unsecured federal funds lines with a correspondent bank. The CompanyAdvances may obtain advancesbe obtained from the FHLB by collateralizing the advances with certain loans and investment securities of the Company.securities. These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features.

The Company has $60 million inWe also have subordinated notes, to accredited investorsjunior subordinated debenture and other sources of liquidity that provides funds for ongoing operations and future growth. Subordinated notes consistare fully described in Note 7 –Borrowed Funds of $40 million issued in November 2019 and an additional $20 million from the Lake Sunapee acquisition.Consolidated Financial Statements

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RETAIL BROKERAGE SERVICES

Bar Harbor Financial Services principally serves the brokerage needs of individuals ranging from first-time purchasers, to sophisticated investors. It also offers a line of life insurance, annuity, and retirement products, as well as financial planning services. These products are not deposits, are not insured by the FDIC or any other government agency, are not guaranteed by the Bank or any affiliate, and may be subject to investment risk, including possible loss of principal.

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The Bank is a branch office of Infinex Investments, Inc., (“Infinex”) a full-service third-party broker-dealer, conducting business under the assumed business name “Bar Harbor Financial Services.” Infinex is an independent registered broker-dealer and is not affiliated with the Company or its subsidiaries. Infinex was formed by a group of member banks, and is one of the largest providers of third-party investment and insurance services to banks and their customers in New England. Through Infinex, the Bank is able to take advantage of the expertise, capabilities, and experience of a well-established third-party broker-dealer is obtained in a cost effective manner.

TRUST MANAGEMENT SERVICES

The Bank has twoone wholly-owned subsidiariessubsidiary that provideprovides a comprehensive array of fiduciary services including trust and estate administration, wealth advisory services, and investment management services to individuals, businesses, not-for-profit organizations, and municipalities. Bar Harbor Trust Services is a Maine-chartered trust company, and Charter Trust is a New Hampshire-chartered trust company. As a New Hampshire-chartered trust company, Charter TrustBar Harbor Wealth Management is subject to New Hampshire laws applicable to trust companies and fiduciaries. Professional advisors help individuals and families structure accounts that will meet their long-term financial needs. To many wealth management clients, the effective transfer of wealth to future generations is of paramount importance. The Company’s trust services act as a fiduciary for various types of trusts. In addition the Company alsotrusts and serves as the investment manager for these accounts. Outside of trust services, they also provide 401K401(k) plan services, financial, estate and charitable planning, investment management, family office, municipal and tax services. The employees include credentialed investment professionals with extensive experience. At December 31, 20212022 and 2020,2021, trust management services had total assets under management of $2.5$2.3 billion and $2.3$2.5 billion, respectively.

HUMAN CAPITAL

The Company had 489 and 531 full time equivalent employee positions at December 31, 2021 and 2020, respectively, including 277, 175 and 37 inWe are very fortunate to have a diverse, committed team throughout Maine, New Hampshire, and Vermont respectively, atwho are capable, determined and empowered to drive our company forward. As of December 31, 2021. Strategically the Company has augmented2022, we had 486 full time equivalent employee talent with targeted hires to deepen the overall employee skill set.positions. None of our colleagues are represented by unions.  All employment decisions are based on talent and potential for growth. The Company’sOur ability to attract and retain the best diverse, top-tier talent while sustaining and deepening the current employees’ relationship is critical to maintaining a best-in-class customer and employee experience. The opportunity for personal and professional development is a critically important focus of ours and one that helps us retain top talent. The Company isWe are committed to supporting, developing, and encouraging employees to engage with their communities.

The Company investsWe invest in itsour employees and continuously encouragesencourage them to build the skills they need to become an even more valuable team member. Opportunities are provided for employees to take on challenging and intriguing work to advance their career goals and transition into new roles as the banking industry evolves. Developing programs aligned with employee skills and capabilities is critical to theour organization’s success and creates robust development opportunities supported by leaders at every level.

Attracting, retaining, and rewarding high-performing talent is key to the Company’sour success. TheOur total rewards program is designed to recognize and reward top talent and keep employees engaged effectively. Compensation programs align with the Company’sour Pay for Performance philosophy and guarantees that every employee knows their contribution to the success of the organization. The Company participatesWe participate in several market studies, including peers in the banking industry, to ensure competitive pay, benefits, and programs are offered to validate that the Company iswe are an employer of choice. Annual merit increases align with market data and performance to ensure fair and equitable practices are adhered to.  To complement these programs, employees are also able to provide and receive recognition through our online portal, Bar Harbor Connect.  When recognized employees receive points, they can then choose to redeem them for rewards that matter most to them including gift cards, logo items, and concert tickets.  

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The Company’sOur commitment to an employee’s health and well-being is evidenced through comprehensive benefit packages, including medical, dental, vision, life and disability offerings, and several other voluntary programs.  The Company contributesWe also contribute to employee-owned health savings accounts and hashave a robust wellness program to encourage employees to stay fit physically and mentally. The retirement savings programs include a 401k401(k) plan with a generous Company match that vests immediately, along with an Employee Stock Purchase Plan that allows employees to be owners of the BankCompany at a reduced price. The plan encourages employees to think and make decisions like shareholders while mitigating risk-taking behavior.

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Providing good work-life balance choices results in the Company’sour employees’ making more meaningful contributions in the workplace. The Company hasWe have a Paid Time Off policy to support employees’ time management and paid volunteer time to support this. In 2021, the Company2022, we continued to offer Flexible Work Arrangements (“FWA”) on a permanent basis to help employees navigate the unprecedented pandemic operating environment. Programs include full, which includes programs as fully remote, partially remote, condensed workweeks, and flexible hours. The flexibility of these various FWAs offer allows employees to manage their work-life needs while continuing to deliver stellar results in the workplace.

The Company valuesWe value a diverse workforce to ensure different perspectives and ideas are considered and are a part of operations. As part of the commitment to equal employment opportunities, the Company seekswe seek to ensure affirmative action provides equality of opportunity in all aspects of employment. 

Serving the needs of all of the members of our communities also remains an important part of our commitment and strategy. For more than 135 years, the Bank has contributed to the economic health and vitality of the communities we serve, and we are proud that our employees are involved in the communities in which we live and work. Each year, Bank employees volunteer countless hours of their time on community projects and serve on nonprofit boards. In addition to these efforts, we have provided charitable donations to more than 450 community organizations across the Northern New England states of Maine, New Hampshire, and Vermont.

REGULATION AND SUPERVISION

As a bank holding company, the Company is regulated under the federal Bank Holding Company Act (“BHC Act”) and is subject to examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”).Board. The Federal Reserve Board requires the Company to file various reports and also may conduct an examination of the Company.

The Company is also under the jurisdiction of the Securities and Exchange Commission ("SEC") and is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.Act. The Company’s common stock is listed on the New York Stock Exchange American exchange (“NYSE American”) exchange under the trading symbol “BHB,” and is subject to the rules of NYSE American for listed companies.

As a Maine-chartered financial institution, the Bank is subject to supervision, regular examination, and regulation by the Maine Bureau of Financial Institutions ("BFI") and the Federal Deposit Insurance Corporation ("FDIC") as its primary federal regulator and as its deposit insurer.  The Bank’s deposits are insured by the FDIC in accordance with applicable federal laws and regulations. The prior approval of the BFI and the FDIC is required, among other things, for the Bank to establish or relocate an additional branch office, assume deposits or engage in any merger, consolidation, purchase or sale of all or substantially all of the assets of any bank. The prior approval of the FDIC is required, and the prior approval of the BFI may be required, for the Bank to establish or relocate a branch office.

The Bank’s significant wholly owned subsidiaries include Bar Harbor Trust Services,Wealth Management, a MaineNew Hampshire chartered non-depository trust company and Charter Trust Company, New Hampshire-chartered non-depository trust company. In February 2021, the Company submitted its application to merge Bar Harbor Trust Services and Charter Trust Company into one New Hampshire-chartered non-depository trust company.

Bar Harbor Trust Services (“BHTS”) is subject to supervision, regular examination, and regulation by BFI.  The Bank has other directly held subsidiaries that are not included as they are not significant to our business. The prior approvalan indirect subsidiary of the BFIBank (“BHWM”), is required, among other things, for BHTS to establish or relocate an additional branch office, assume deposits, or engage in any merger, consolidation, purchase or sale of all or substantially all of the assets of BHTS.

Charter Trust Company and its affiliates (“Charter”) are subject to supervision, regular examination, and regulation by the New Hampshire Banking Department. Charter’s consolidated capital includesOn April 30, 2022, Bar Harbor Trust Services, which was a Maine chartered non-depository trust company and a wholly-owned subsidiary of the following legal entities: Charter Holding Corporation,Bank, merged with and into BHWM (formerly named Charter Trust Company and Charter New England Agency.Company).

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In accordance with NH RSA 383-C:5-502, Charter’sBHWM’s Capital Plan requires minimum capital of $500 thousand$1.0 million to be invested in accordance with NH RSA 564-B:9-902. As of December 31, 2021, Charter’s2022, BHWM’s total capital was $18.2$13.8 million and it had liquidation reserves of $503 thousand held in a savingsmoney market account. CharterBHWM also had operating reserves of $16.5$10.8 million held primarily at the Bank. As of December 31, 2021, Charter2022, BHWM had an appropriate liquidation reserve, minimum capital in excess of statutory requirements, and all funds were held in accordance with prudent investor standards of NH RSA 564-B:9-902 and as required by NH RSA 383-C:5-501.5-502.

Certain Laws and Regulations Applicable to the Company

The BHC Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which the Company may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations.  Below is a summary of certain provisions of the BHC Act and

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certain other laws and regulations applicable to the Company.  These laws or regulations may be amended or changed by Congress or through other governmental or legal processes, which could have a material effect on the results of the Company.  

Permitted Activities

Generally, bank holding companies are prohibited under the BHC Act from engaging in non-banking activities, or acquiring direct or indirect control of any company engaged in non-banking activities. The Federal Reserve Board has allowed by regulation some exceptions based on activities closely related to banking including: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; and (v) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies.  The Federal Reserve Board has the authority to require a bank holding company to terminate an activity or terminate control of or liquidate or divest certain subsidiaries or affiliates when the Federal Reserve Board believes the activity or the control of the subsidiary or affiliate constitutes a significant risk to the financial safety, soundness, or stability of any of its banking subsidiaries.

A bank holding company that qualifies and elects to become a financial holding company is permitted to engage in additional activities that are financial in nature or incidental or complementary to financial activity. The Company currently has no plans to make a financial holding company election.

Safe and Sound Banking Practices

Bank holding companies and their non-banking subsidiaries are prohibited from engaging in activities that represent unsafe and unsound banking practices. For example, under certain circumstances the Federal Reserve Board’s Regulation Y requires a holding company to give the Federal Reserve Board prior notice of any redemption or repurchase of its own equity securities if the consideration to be paid, together with the consideration paid for any repurchases during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate a regulation. As another example, a holding company is prohibited from impairing its subsidiary bank’s safety and soundness by causing the bank to make funds available to non-banking subsidiaries or their customers if the Federal Reserve Board believes it not prudent to do so. The Federal Reserve Board has the power to assess civil money penalties for knowing or reckless violations, if the activities leading to a violation caused a substantial loss to a depository institution. Potential penalties are as high as $1,000,000 for each day the activity continues.

Dividends

Dividends from the Bank are the Company’s principal source of cash revenues. The Company’s earnings and activities are affected by federal and state legislation, regulations, local legislative and administrative bodies, and decisions of courts in the jurisdictions in which business is conducted. These include limitations on the ability of the Bank to pay dividends to the Company and the Company’s ability to pay dividends to its stockholders.shareholders. It is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividends that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiary. Consistent with such policy, a banking organization should have comprehensive policies on dividend payments that clearly articulate the organization’s objectives and approaches for maintaining a strong capital position and achieving the objectives of the policy statement.

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The FDIC has the authority to use its enforcement powers to prohibit a bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law also prohibits the payment of dividends by a bank that will result in the bank failing to meet its applicable capital requirements on a pro forma basis. Maine law requires the approval of the BFI for any dividend that would reduce a bank’s capital below prescribed limits.

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Source of Strength

In accordance with Federal Reserve Board policy, the Company is expected to act as a source of financial and managerial strength to the Bank. Section 616 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) codifies the requirement that bank holding companies serve as a source of financial strength to their subsidiary depository institutions. Under this policy, the holding company is expected to commit resources to support its bank subsidiary, including at times when the holding company may not be in a financial position to provide it. As discussed below, the Company could be required to guarantee the capital plan of the Bank if it becomes undercapitalized for purposes of banking regulations. Any capital loans by a bank holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. The BHC Act provides that, in the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to priority of payment.

Anti-tying Restrictions

Bank holding companies and their affiliates are prohibited from tying the provision of services, such as extensions of credit, to other services offered by a holding company or its affiliates.

Mergers & Acquisitions

The BHC Act, the federal Bank Merger Act, the laws of the State of Maine applicable to financial institutions and other federal and state statutes regulate acquisitions of banks and their holding companies. The BHC Act generally limits acquisitions by bank holding companies to banks and companies engaged in activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. The BHC Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board before (i) acquiring more than 5% of the voting stock of any bank or other bank holding company, (ii) acquiring all or substantially all of the assets of any bank or bank holding company, or (iii) merging or consolidating with any other bank holding company.

In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities generally consider, among other things, the competitive effect and public benefits of the transactions, the financial and managerial resources and future prospects of the combined organization (including the capital position of the combined organization), the applicant’s performance record under the federal Community Reinvestment Act (see Community Reinvestment Act included in Item I), fair housing laws and the effectiveness of the subject organizations in combating money laundering activities.

Limitations on Acquisitions of Bar Harbor Banksharesthe Company’s Common Stock

The federal Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the appropriate federal bank regulator has been notified and has not objected to the transaction. Under a rebuttable presumption established by the federal bank regulator, the acquisition of 10% or more of a class of voting securities of a bank holding company with a class of securities registered under Section 12 of the Exchange Act would constitute the acquisition of control of a bank holding company. In addition, the BHC Act prohibits any company from acquiring control of a bank or bank holding company without first having obtained the approval of the federal bank regulator. Among other circumstances, under the BHC Act, a company has control of a bank or bank holding company if the company owns, controls or holds with power to vote 25% or more of a class of voting securities of the bank or bank holding company, controls in any manner the election of a majority of directors or trustees of the bank or bank holding company, or the federal bank regulator has determined, after notice and opportunity for hearing, that the company has the power to exercise a controlling influence over the management or policies of the bank or bank holding company.

Transactions with Affiliates

The holding company and the Bank are considered “affiliates” of each other under the Federal Reserve Act, and transactions between a bank and its affiliates are subject to certain restrictions, under Sections 23A and 23B of the Federal

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Reserve Act and the Federal Reserve Board’s implementing Regulation W. Generally, Sections 23A and 23B: (1) limit

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the extent to which an insured depository or its subsidiaries may engage in covered transactions (a) with an affiliate (as defined in such sections) to an amount equal to 10% of such institution’s capital and surplus, and (b) with all affiliates, in the aggregate to an amount equal to 20% of such capital and surplus; and (2) require all transactions with an affiliate, whether or not covered transactions, to be on terms substantially the same, or at least as favorable to the institution or subsidiary, as the terms provided or that would be provided to a non-affiliate. The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and other similar types of transactions.

State Law Restrictions

As a Maine corporation, the Company is subject to certain limitations and restrictions under applicable Maine corporate law. For example, state law restrictions in Maine include limitations and restrictions relating to indemnification of directors, distributions and dividends to stockholders,shareholders, transactions involving directors, officers or interested stockholders,shareholders, maintenance of books, records, and minutes, and observance of certain corporate formalities. Further, as a Maine financial institution holding company, the Company is also subject to certain requirements and restrictions under applicable Maine banking law.

Capital Adequacy and Prompt Corrective Action

In July 2013, the Federal Reserve Board, the FDIC and the Office of the Comptroller of the Currency issued final rules (the “Capital Rules”) that established the current capital framework for U.S. banking organizations. The Capital Rules generally implement the Basel Committee on Banking Supervision’s December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. In addition, the Capital Rules implement certain provisions of the Dodd-Frank Act, including the requirements of Section 939A to remove references to credit ratings from the federal banking agencies’ rules. The Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries. The risk based capital guidelines are designed to make regulatory capital requirements sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposures and to minimize disincentives for holding liquid, low-risk assets.

The Capital Rules: (i) require a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital as compared to existing regulations. The Capital Rules revised the definitions and the components of regulatory capital and impacted the calculation of the numerator in banking institutions’ regulatory capital ratios.

The Capital Rules prescribe a standardized approach for risk weightings, generally ranging from 0% for U.S. government and agency securities to 600% for certain equity exposures, resulting in higher risk weights for a variety of asset classes.

Pursuant to Section 38 of the Federal Deposit Insurance Act (“FDI Act”), federal banking agencies are required to take “prompt corrective action” should an insured depository institutionsinstitution fail to meet certain capital adequacy standards. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.

For purposes of Section 38 of the FDI Act, for an insured depository institution to be classified as well-capitalized, it must have a:

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(i) total risk-based capital ratio of at least 10%,

(ii) Tier 1 risk-based capital ratio of at least 8%,

(iii) CET1 risk-based capital ratio of at least 6.5%, and

(iv) leverage ratio of at least 5%.

In order to be classified as “well-capitalized” under the relevant regulatory framework, the Company must, on a consolidated basis, have a:

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Table(i) total risk-based capital ratio of Contentsat least 10%, and

(ii) Tier 1 risk-based capital ratio of at least 6%.

Both the CompanyBank and the BankCompany have always maintained theregulatory capital ratios and leverage ratio above the levels to be considered quantitatively well-capitalized. For information regarding the regulatory capital ratios and leverage ratio of the CompanyBank and the BankCompany as of December 31, 2021 and December 31, 2020,2022, respectively, see the discussion under the section captioned Capital Resources included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this reportAnnual Report and Note 12 – Shareholders’ Equity and Earnings Per Common Share of the Consolidated Financial Statements.

Other Significant Banking Regulations Applicable to the Bank

Deposit Insurance

The Bank’s deposit accounts are fully insured by the Deposit Insurance Fund ("DIF") of the FDIC up to the deposit insurance limits set forth in applicable law and regulations.

The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that accounts for a bank’s capital level and supervisory rating (CAMELS rating). The risk matrix uses different risk categories distinguished by capital levels and supervisory ratings. The base for deposit insurance assessments is consolidated average assets less average tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institution being assessed. The FDIC may increase or decrease the assessment rate schedule in order to manage the DIF to prescribed statutory target levels. An increase in the risk category for the Bank or in the assessment rates could have an adverse effect on the Bank’s and consequently the Company’s earnings. The FDIC may terminate deposit insurance if it determines the institution involved has engaged in or is engaging in unsafe or unsound banking practices, is in an unsafe or unsound condition, or has violated applicable laws, regulations or orders.

In addition to deposit insurance assessments, the FDI Act provides for additional assessments to be imposed on insured depository institutions to pay for the cost of Financing Corporation (“FICO”) funding. The FICO is a mixed-ownership government corporation established by the Competitive Equality Banking Act of 1987, whose sole purpose was to function as a financing vehicle for the now defunct Federal Savings & Loan Insurance Corporation. The FICO assessments are adjusted quarterly to reflect changes in the assessment base of the DIF and do not vary depending upon a depository institution’s capitalization or supervisory evaluation. The current annualized assessment rate is approximately six basis points and the rate is adjusted quarterly. These assessments continued until the FICO bonds matured in 2020.

Consumer Financial Protection

The Company is subject to a number of federal and state consumer protection laws that govern its relationship with its customers. These laws include, for example, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Right to Financial Privacy Act, the Service Members Civil Relief Act and these federal laws’ respective state law counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices, restrict the Bank’s ability to raise interest rates and subject the Bank to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees.

Further, the Consumer Financial Protection Bureau ("CFPB")CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s: (i) lack of understanding on the part of the consumer of the material risks, costs, or conditions of the product or service, (ii) inability of the consumer to

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protect its interests in selecting or using a consumer financial product or service, or (iii) reasonable reliance on a covered entity to act in the consumer’s interests.

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Neither the Dodd-Frank Act nor the individual consumer financial protection laws prevent states from adopting stricter consumer protection standards.

Brokered Deposit Restrictions

Under the FDIC Improvement Act, banks may be restricted in their ability to accept brokered deposits, depending on their classification. “Well-capitalized” institutions are permitted to accept brokered deposits, but all banks that are not well- capitalized could be restricted from accepting such deposits. The Bank is currently well-capitalized and not restricted from accepting brokered deposits.

Community Reinvestment Act

The Community Reinvestment Act of 1977 (“CRA”), requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. The applicable federal regulators regularly conduct CRA examinations to assess the performance of financial institutions and assign one of four ratings to the institution’s records of meeting the credit needs of its community. During its last examination, the Bank received a CRA rating of “satisfactory”.

Insider Credit Transactions

Section 22(h) of the Federal Reserve Act (the “FRA”) and its implementing Regulation O, restricts loans to directors, executive officers, and principal stockholdersshareholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the institution’s total capital and surplus. Loans to insiders above specified amounts must receive the prior approval of the Board of Directors. Further, under Section 22(h) of the FRA, loans to directors, executive officers and principal stockholdersshareholders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation program that is widely available to the bank’s employees and does not give preference to the insider over the employees. Section 22(g) of the FRA places additional limitations on loans to executive officers. A violation of these restrictions may result in the assessment of substantial civil monetary penalties on the affected bank or any officer, director, employee, agent or other person participating in the conduct of the affairs of that bank, the imposition of a cease and desist order, and other regulatory sanctions.

Safety and Soundness

Under the FDI Act, each federal banking agency has prescribed, by regulation, non-capital safety and soundness standards for institutions under its authority. These standards cover internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, such other operational and managerial standards as the agency determines to be appropriate, and standards for asset quality, earnings and stock valuation. An institution that fails to meet these standards must develop a plan acceptable to the agency, specifying the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions.

Financial Privacy

Section V of the Gramm-Leach-Bliley Act ("GLBA") and its implementing regulations require all financial institutions, including the Company and the Bank and the Bank’s subsidiaries, to adopt privacy policies, restrict the sharing of nonpublic customer data with non-affiliated parties at the customer’s request, limit the reuse of certain consumer information received from non-affiliated financial institutions, and establish procedures and practices to protect customer data from unauthorized access. In addition, the Fair Credit Reporting Act (“FCRA”), as amended by the Fair and Accurate

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Credit Transactions Act of 2003 (the "FACT Act”), includes many provisions affecting the Company, Bank, and/or their affiliates, including provisions concerning obtaining consumer reports, furnishing information to consumer reporting agencies, maintaining a program to prevent identity theft, sharing of certain information among affiliated companies, and other provisions. The FACT Act requires entities subject to FCRA to notify their customers if they report negative information about them to a credit bureau or if they are granted credit on terms less favorable than those generally available. The CFPB and the Federal Trade Commission (“FTC”) have extensive rulemaking authority under the FACT Act, and the Company and the Bank are subject to the rules that have been promulgated under the FACT Act, including rules requiring financial institutions with covered accounts (e.g. consumer bank accounts and loans) to develop, implement, and

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administer an identity theft protection program, as well as rules regarding limitations on affiliate marketing and implementation of programs to identify, detect and mitigate certain identity theft red flags. The Company has developed policies and procedures for itself and its subsidiaries, including the Bank, and believes it is in compliance with all privacy, information sharing, and notification provisions of the GLBA and the FACT Act. The Bank is also subject to data security standards, privacy and data breach notice requirements, primarily those issued by the FDIC, as well as under state laws.

Anti-Money Laundering Initiatives and the USA Patriot Act

A major focus of governmental policy on financial institutions over the last two decades has been combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 (“USA Patriot Act”), substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury Department has issued a number of regulations that apply various requirements of the USA Patriot Act to financial institutions such as the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identities of their customers. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions. Regulatory authorities routinely examine financial institutions for compliance with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, can have serious legal and reputational consequences for the institution.

Office of Foreign Assets Control Regulation

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. The Company is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences.

Guidance on Sound Compensation Policies

The Dodd-Frank Act requires publicly traded companies to give stockholdersshareholders a non-binding vote on executive compensation at least every three years (the so-called “say-on-pay vote”) and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions. In addition, the Dodd-Frank Act requires publicly traded

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companies to give stockholdersshareholders a non-binding vote, at least once every six years, on how frequently to hold the “say on pay” vote.

The Dodd-Frank Act also requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities with at least $1 billion in total consolidated assets that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits that could lead to material financial loss to the entity. The federal banking agencies and the SEC most recently proposed such regulations in 2016, but the regulations have not yet been finalized. If the regulations are adopted in the form initially proposed, they will restrict the manner in which executive compensation is structured.

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Changing Regulatory Structure and Future Legislation and Regulation

Congress may enact further legislation that affects the regulation of the financial services industry, and state legislatures may enact further legislation affecting the regulation of financial institutions. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The Company cannot predict the substance or impact of pending or future legislation or regulations, or the application thereof, although enactment of the proposed legislation could impact the regulatory structure under which the Company operates and may significantly increase costs, impede the efficiency of internal business processes, require an increase in regulatory capital, require modifications to the Company’s business strategy, and limit the Company’s ability to pursue business opportunities in an efficient manner. A change in statutes, regulations or regulatory policies applicable to the Company or any of its subsidiaries could have a material effect on its business.

Other Laws and Regulations

The Company is not only subject to federal laws applicable to it, it is also subject to the rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.

ITEM 1A. RISK FACTORS

An investment in our common stock is subject to risks inherent to our business. The material risks and uncertainties that management believes affect us are described below. Before making an investment decision, you should carefully consider the Company involvesrisks and uncertainties described below, together with all of the other information included or incorporated by reference herein. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This Annual Report is qualified in its entirety by these risk somefactors.

If any of which, including market, liquidity, credit, operational, legal, compliance, reputational and strategic risks, could be substantial and is inherentthe events described in the Company’s business. This risk also includes the possibility that the value of the investment could decrease considerably, and dividends or other distributions concerning the investment could be reduced or eliminated. Discussed below are risk factors that could adversely affect financial results and condition, as well as the value of, and return on investments made in the Company. Although the Company believes that these risks are the most important for you to consider, you should read this section in conjunction with the Consolidated Financial Statements, the notes to those Financial Statements and management’s discussion and analysis ofactually occur, our financial condition and results of operations.operations could be materially and adversely affected. If this were to happen, the value of our securities could decline significantly, and you could lose all or part of your investment.

Credit Risks

Deterioration in local economies or real estate market may adversely affect the Company’sour financial performance, as itsour borrowers’ ability to repay loans and the value of the collateral securing the loans may decline.

The Company servesWe serve individuals and businesses located in Maine, New Hampshire, and Vermont. A substantial portion of the loan portfolio is secured by real estate in these areas and the value of the associated collateral is subject to local real estate market conditions. Furthermore, many customers in the hospitality industry rely upon a high number of tourists to vacation destinations and attractions within the Company’sour markets. The Company’sOur success is largely dependent on the economic conditions, including employment levels, population growth, income levels, savings trends and government policies in those market areas. A downturn in the local economies may adversely affect collateral values, sources of funds, and demand for products, all of which could have a negative impact on results of operations, financial condition and business expansion.

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High concentrations of commercial loans may increase exposure to credit loss upon borrower default.

As of December 31, 2021,2022, approximately 60%64% of the Banks’sour loan portfolio consisted of commercial real estate, commercial and industrial and construction loans. Commercial loan portfolio concentration generally exposes lenders to greater risk of delinquency and loss than residential real estate loans because repayment of the loans often depends on the successful operation and income streams from the property. Commercial loans typically involve larger balances to single borrowers or groups of related borrowers as compared to residential real estate loans. As the Bank’sour loan portfolio contains a significant number of large commercial loans, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans, provision for loan losses, and/or an increase in loan charge-offs, all of which could adversely affect the Company’sour financial condition and results of operations.

The Bank is exposed to risk of environmental liabilities with respect to properties to which it takes title.

In the course of business, the Bank may own or foreclose and take title to real estate that may be subject to environmental liabilities with respect to subject property. As a result, the Company may be held liable for property damage, personal injury, investigation and restoration costs. The cost associated with investigation or restoration activities could be

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substantial. In addition, as the owner or former owner of a contaminated site, the Company may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property.

Greater than anticipated credit losses in the loan portfolios may adversely affect our earnings.

Credit losses are inherent in the business of making loans and could have a material adverse effect on operating results. The Company makesWe make various assumptions and judgments about the collectability of the loan portfolio and providesprovide an allowance for credit losses based on a number of factors. The allowance for credit losses is evaluated on a periodic basis using current information, including the quality of the loan portfolio, economic conditions, and value of the underlying collateral and the level of non-accrual loans. Although the Company believeswe believe the allowance for credit losses is appropriate to absorb probable losses in the loan portfolio, this allowance may not be adequate. Increases in the allowance will result in an expense for the period, thereby reducing reported net income.

We are exposed to risk of environmental liabilities with respect to properties to which we take title.

In the course of business, we may own or foreclose and take title to real estate that may be subject to environmental liabilities with respect to subject property. As further discussed in Note 1– Summarya result, we may be held liable for property damage, personal injury, investigation and restoration costs. The cost associated with investigation or restoration activities could be substantial. In addition, as the owner or former owner of Significant Accounting Policies ofa contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the Consolidated Financial Statements in this report, the Company has adopted Accounting Standard Codification (ASC) 326 or “CECL” effective January 1, 2021.property.

Liquidity and Interest Rate Risks

Interest rate volatility could significantly reduce the Company’sour profitability.

The Bank’sOur earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between interest income earned on interest-bearing assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Company’sour control, including general economic conditions, demand for loans, securities and deposits, policies of various governmental and regulatory agencies. Changes in monetary policy, including changes in interest rates, or the slope of the yield curve could influence not only the interest received on loans and securities and the amount of interest paid on deposits and borrowings, but such changes could also affect (i) the ability to originate loans and obtain deposits, (ii) the fair value of the Company’sour financial assets and liabilities, and (iii) the average duration of loans and securities that are collateralized by mortgages. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. If interest rates decline, the Bank’s higher- ratehigher-rate loans and investments may be subject to prepayment risk, which could negatively impact itsour net interest margin. Conversely, if interest rates increase, the Bank’s loans and investment securities may be subject to extension risk, which could negatively impact itsour net interest margin as well.

Wholesale funding sources may prove insufficient to replace deposits, support operations and future growth.

The Company and banking subsidiariesWe must maintain sufficient funds to respond to the needs of customers. To manage liquidity, the Company draws uponwe use a number of funding sources in addition to core deposit growth, loan repayments and maturities of loans and securities. These sources include FHLB and FRB advances, proceeds from the sale of securities and loans and liquidity resources at the holding company. The Company’sOur ability to manage liquidity will be severely constrained if unable to maintain access to funding or if adequate financing is not available to accommodate future growth at acceptable costs. In addition, if the Company is requiredwe need to rely more heavily on more expensive funding sources to support future growth, revenues may not increase proportionately to cover costs. In this case, our operating margins and profitability would be adversely affected.

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Loss of deposits or a change in deposit mix could increase theour cost of funding.

Deposits are a low cost and stable source of funding.  The Company competesWe compete with banks and other financial institutions for deposits. Funding costs may increase if deposits are lost and are forced to replace them with more expensive sources of funding, if customers shift their deposits into higher cost products or if the Company needswe need to raise interest rates to avoid losing deposits. Higher funding costs reduce theour net interest income, net interest margin, net interest income and net income.

The Company’sOur access to funds from subsidiaries may be restricted.

Bar Harbor BanksharesThe Company is a separate and distinct legal entity from the Bank and its non-banking subsidiaries. Bar Harbor BanksharesThe Company depends on dividends, distributions and other payments from its banking and non-banking subsidiaries to fund

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dividend payments on its common stock, debt service of subordinated borrowings, fund stock repurchase program and to fund strategic initiatives or other obligations. The Company’s subsidiaries are subject to laws that authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to Bar Harbor Banksharesthe Company based on assertion that certain payments from subsidiaries are considered an unsafe or unsound practice.

Prepayments of loans may negatively impact the Company’s business. Generally,our business as customers may prepay the principal amount of their outstanding loans at any time.

The speeds at which such prepayments occur, as well as the size of such prepayments, are within the customers’ discretion. Fluctuations in interest rates, in certain circumstances, may also lead to high levels of loan prepayments, which may also have an adverse impact on net interest income. If customers prepay the principal amount of their loans, and the Company iswe are unable to lend those funds to other borrowers or invest the funds at the same or higher interest rates, interest income will be reduced. A significant reduction in interest income could have a negative impact on results of operations and financial condition.

Secondary mortgage market conditions may adversely affect financial condition and earnings.

The secondary mortgage markets are impacted by interest rates and investor demand for residential mortgage loans and increased investor yield requirements for these loans. These conditions may fluctuate in the future. As a result, a prolonged period of secondary market illiquidity may reduce the Company’sour loan production volumes, change loan portfolio composition, and reduce operating results. Secondary markets are affected by Fannie Mae, Freddie Mac, and Ginny Mae (collectively, the "Agencies") for loan purchases that meet their conforming loan requirements. These agencies could limit purchases of conforming loans due to capital constraints, changes in conforming loan criteria or other factors. Proposals to reform mortgage finance could affect the role of the Agenciesthese agencies and the market for conforming loans.

Reforms to London Interbank Offered Rate ("LIBOR") and other indices, and related uncertainty, may adversely affect our business, financial condition or results of operations.

The Company established a committee in 2020 comprised of bank management to prepare for the discontinuance of LIBOR. The Company has determined that its financial products tied to LIBOR will not be subject to cessation until June 30, 2023. This review also identified that only a few legacy contracts do not include appropriate fallback language. The Company anticipates that the appropriate fallback provisions for these contracts will be implemented and allow for an orderly transition prior to the June 30, 2023 cessation of U.S. Dollar LIBOR. As of December 31, 2021, the Company no longer issues new LIBOR-based financial instruments. Furthermore, U.S. Dollar LIBOR indices utilized by Company’s existing financial instruments shall cease on June 30, 2023. Beginning January 1, 2022, the Company is using the CME Term Secured Overnight Financing Rate (SOFR) as the primary index for financial instruments and the Bloomberg Short Term Bank Yield Index (BSBY) as a secondary index.

Operational Risks

The Company isWe are subject to a variety of operational risks, including reputational risk, and the risk of fraud or theft by employees or outsiders, which may adversely affect the Company’sour business and results of operations.

The Company isWe are exposed to many types of operational risks, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, and unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. If personal, non-public, confidential, or proprietary information of customers in the Company’sour possession were to be mishandled or misused, the Companywe could suffer significant regulatory consequences, reputational damage, and financial loss.

Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. The Company’sOur necessary dependence upon automated systems to record and process transactions and its large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. The CompanyWe may also be subject to disruptions of itsour operating systems arising from events that are wholly or partially beyond its control (i.e.(e.g., computer viruses or electrical or telecommunications outages, natural disaster, pandemics, or other damage to property or physical assets), which may give rise to disruption of service to customers and to financial loss or liability. The Company isWe are further exposed to the risk that its external vendors may be unable to fulfill their contractual

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obligations (or will be subject to the same risk of fraud or operational errors by their respective employees) and to the risk that the Company’sour vendors’ business continuity and data security systems prove to be inadequate. The occurrence of any of these risks could result in a diminished ability to operate (i.e.(e.g., by requiring the Companyus to expend significant resources to correct the defect), as well as potential liability to clients,customers, reputational damage, and regulatory intervention.

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Disruptions to the Company’sour information systems and security breaches may adversely affect itsour business and reputation.

In the ordinary course of business, the Company relieswe rely on electronic communications and information systems to conduct its businesses and to store sensitive data, including financial information regarding its customers. The integrity of information systems areis under significant threat from cyberattacks by third parties, including through coordinated attacks sponsored by foreign nations and criminal organizations to disrupt business operations and other compromises to data and systems for political or criminal purposes. The Company employsWe employ an in-depth, layered, defense approach that leverages people, processes and technology to manage and maintain cybersecurity controls. Notwithstanding the strength of defensive measures, the threat from cyberattacks is severe, attacks are sophisticated and attackers respond rapidly to changes in defensive measures. Cybersecurity risks may also occur with the Company’sour third-party service providers, and may interfere with their ability to fulfill their contractual obligations to us, with additional potential for financial loss or liability that could adversely affect the Company’sour financial condition or results of operations. The Company offers itsWe offer our customers the ability to bank remotely and provide other technology-based products and services, which services include the secure transmission of confidential information over the Internet and other remote channels. To the extent that the Company’sour customers’ systems are not secure or are otherwise compromised, its network could be vulnerable to unauthorized access, malicious software, phishing schemes and other security breaches. To the extent that the Company’sour activities or the activities of its clientscustomers or third-party service providers involve the storage and transmission of confidential information, security breaches and malicious software could expose the Companyus to claims, regulatory scrutiny, litigation and other possible liabilities.

Information security risks have generally increased in recent years, and continue to increase, in part because of the proliferation of new technologies, the implementation of work-from-home arrangements, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, some of which may be linked to terrorist organizations or hostile foreign governments. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our systems or to investigate and remediate vulnerabilities. System enhancements and updates may also create risks associated with implementing and integrating new systems. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues.

While to date the Company haswe have not experienced a significant compromise, significant data loss or material financial losses related to cybersecurity attacks, the Company’sour systems and those of itsour customers and third-party service providers, are under constant threat and may experience a significant event in the future. The CompanyWe may suffer material financial losses related to these risks or be subject to liability for compromises to its customers or third-party providers. Any such losses or liabilities could adversely affect the Company’sour financial condition or results of operations, and could expose us to reputation risk, the loss of client business, increased operational costs, as well as additional regulatory scrutiny, possible litigation, and related financial liability. These risks also include possible business interruption, including the inability to access critical information and systems.

We have a continuing need for technological change, and we may not have the resources to implement new technology effectively, or we may experience operational challenges when implementing new technology or technology needed to compete effectively with larger institutions may not be available to us on a cost-effective basis.

The Company’sfinancial services industry undergoes rapid technological changes with frequent introductions of new technology-driven products and services, including developments in telecommunications, data processing, automation, internet-based banking, debit cards and so-called “smart cards” and remote deposit capture. In addition to serving clients better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, at least in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations as we continue to grow and expand our products and service offerings. We offer electronic banking services for consumer and business customers via our website, including Internet banking and electronic bill payment, as well as mobile banking. We also offer debit cards, ATM cards, and automatic and ACH transfers. We may experience operational challenges as we implement these new technology enhancements or products, which could impair our ability to realize the anticipated benefits from such new technology or require us to incur significant costs to remedy any such challenges in a timely manner.

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Many of our larger competitors have substantially greater resources to invest in technological improvements. Third parties upon which we rely for our technology needs may not be able to develop on a cost-effective basis the systems that will enable us to keep pace with such developments. As a result, competitors may be able to offer additional or superior products compared to those that we will be able to provide, which would put us at a competitive disadvantage. We may lose clients seeking new technology-driven products and services to the extent we are unable to provide such products and services. Accordingly, the ability to keep pace with technological change is important and the failure to do so could adversely affect our business, financial condition and results of operations.

Our operations are reliant on outside vendors.

The Company’sOur operations are dependent on the use of certain outside vendors for its day-to-day operations. Vendors may not perform in accordance with established performance standards required in their agreements for any number of reasons including a change in the vendor’s senior management, financial condition, product line or mix and how they support existing customers, or simply change their strategic focus putting the Companyus at risk. While the Company haswe have comprehensive policies and procedures in place to mitigate risk in all phases of vendor management from selection to performance monitoring, the failure of a vendor to perform in accordance with contractual agreements could be disruptive to itsour business, which could have a material adverse effect on itsour financial condition and results of operations.

The CompanyWe may be adversely affected by the soundness of other financial institutions.

The Company’sOur ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Bank and non-bank financial services companies are interrelated as a result of trading, clearing, counterparty and other relationships. The Company hasWe have exposure to different industries and counterparties through transactions with counterparties in the bank and non-bank financial services industries, including brokers and dealers, commercial banks, investment banks and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more bank or non-bank financial services companies, or the bank or non-bank financial services industries generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. These losses or defaults could have an adverse effect on the Company’sour business, financial condition and results of operations.

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Changes in the federal, state or local tax laws may negatively impact the Company’sour financial performance.

The Company isperformance and we are subject to changesexaminations and challenges by tax authorities.

We are subject to federal and applicable state tax laws and regulations. Changes in these tax law that could increase effective tax rates.  These law changeslaws and regulations, some of which may be retroactive to previous periods, could increase our effective tax rates and, as a result, could negatively affect the Company’sour current and future financial performance. Legislation enactedFurthermore, tax laws and regulations are often complex and require interpretation. In the normal course of business, we are routinely subject to examinations and challenges from federal and applicable state tax authorities regarding the amount of taxes due in 2017 resultedconnection with investments we have made and the businesses in which we have engaged. Recently, federal and state taxing authorities have become increasingly aggressive in challenging tax positions taken by financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning. The challenges made by tax authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in our favor, they could have a reductionmaterial adverse effect on our business, financial condition and results of operations.

The performance of our investment securities portfolio is subject to fluctuation due to changes in interest rates and market conditions, including credit deterioration of the Company’s federal corporate taxissuers of individual securities.

Changes in interest rates can negatively affect the performance of most of our investment securities. Interest rate volatility can reduce unrealized gains or increase unrealized losses in our portfolio, as was the case in 2022 with the rising rate environment. Interest rates are highly sensitive to many factors including monetary policies, domestic and international economic, social and political conditions and issues, including trade disputes, global health pandemics, and other factors beyond our control. Fluctuations in interest rates can materially affect both the returns on and market value of our investment securities. 

In addition, from 35% in 2017time to 21% in 2018, which had a favorable impact on earnings and capital generation abilities.  During 2021, Congress debated various proposals for increase in the corporate tax rate and possible surcharges on corporate share repurchasestime we may restructure portions of our investment securities portfolio as part of our asset liability management strategies or in response to liquidity needs, and we may incur losses, which may be material, in connection with any such restructuring. If we were to sell any of these securities before their value recovers, including as

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a result of asset liability management strategies or in response to liquidity needs, we would be required to recognize these losses and the funding for various spending initiatives. Any such increase in the corporate tax rate or surcharges wouldrecognition of those losses could materially and adversely affect the Company’sour results of operations, in future periods.capital and financial.

Impairment of investment securities or goodwill could result in a negative impact on the Company’sour results of operations.

In assessing whether the impairment of securities is related to a deterioration in credit factors, the Company considerswe consider the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain the securities for a period of time sufficient to allow for any anticipated recovery in fair value in the near term.

Under current accounting standards, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount.  A decline in the Company’sour stock price or occurrence of a triggering event following any of its quarterly earnings releases and prior to the filing of the periodic report for that period could, under certain circumstances, require performance of a goodwill impairment test and result in an impairment charge being recorded for that period which was not reflected in such earnings release.  During 2021, the2022, our annual impairment test conducted in October, using discounted cash flows and market based approaches, indicated that the estimated fair value of itsour sole reporting unit “Bar Harbor Bank & Trust” exceeded the carrying value.  In a future assessments, the Companyassessment, we could conclude that all or a portion of our goodwill may beis impaired, which would result in a non-cash charge to earnings.  

Revenues from the Company’s wealth management companies are significant to its earnings.

Revenues from the Company’sour wealth management business are significant to our earnings.

Generating returns that satisfy clientscustomers in a variety of asset classes is important to maintaining existing business and attracting new business.  Administering or managing assets in accordance with the terms of governing documents and applicable laws is also important to client satisfaction. Failure in either of the foregoing areas can expose the Companyus to liability, and result in a decrease in revenues and earnings.

Societal responses to climate changeOur wealth management business may be negatively affected by changes in economic and market conditions.

A decline in economic conditions, such as recession, economic downturn, and/or inflationary conditions, changes in domestic and foreign economic conditions, volatility in financial markets, and general trends in business and finance, all of which are beyond our control, could adversely affectimpact the Company’s businessmarket value of wealth management assets under management, which are primarily marketable securities, and performance, including indirectly through impacts on the Company’s customers.

Concerns overfee revenues derived from the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a resultmanagement of these concerns. The Company and its customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. The Company and its customers may face cost increases, asset value reductions and operating process changes, among other impacts. The impact on the Company’s customers will likely vary depending on their specific attributes. In addition, the Company could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. The Company’s efforts to take these risks into account in making lending and other decisions may not be effective in protecting the Company from the negative impact of new laws and regulations or changes in consumer or business behavior.assets.

Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact the Company’s business and the business of its customers.

Severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on the Company’s ability to conduct business. Such events could affect the stability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. In particular, such events may have a particularly negative impact upon the business of customers who are engaged in the hospitality in the Company’s market area, which could have a direct negative impact on the Company’s business and results of operations.

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Strategic and External Risks

The COVID-19 pandemic mayChanges and instability in economic conditions, geopolitical matters and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial results,condition.

Our success depends, to a certain extent, upon global, domestic and local economic and political conditions, as it is highly uncertain and cannot be predicted, including the scope and durationwell as governmental monetary policies. Conditions such as changes in interest rates, money supply, levels of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has created extensive disruptions to the economy and to the lives of individuals. Governments, businesses, and the public are taking unprecedented actions to contain the spread of COVID-19 and to mitigate its effects, including quarantines, travel bans, shelter-in-place orders, closures of businesses and schools, fiscal stimulus, and legislation designed to deliver monetary aidemployment and other relief. While the scope, duration, and full effects of COVID-19 continue to evolve, the pandemic and related efforts to contain it have disrupted economic activity, adversely affected the functioning of financial markets, impacted interest rates, increased economic and market uncertainty, and disrupted trade and supply chains. If these effects continue for a prolonged period or result in sustained economic stress or recession, many of the risk factors identified inbeyond our Form 10-K could be exacerbated and such effects could have an adverse impact on the Company in a number of ways related to credit quality, collateral values, customer demand, funding, operations, interest rate risk, and human capital.

Changes in the general economy or the financial markets could adversely affect financial performance.

A deterioration of general economic conditions could adversely affect local economies andcontrol may have a negative impact on economic activity. Any contraction of economic activity, including an economic recession, may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. In particular, interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, specifically, the Federal Reserve Bank (“FRB”). Throughout 2022 the Federal Open Market Committee (“FOMC”) raised the target range for the Federal funds rate on seven separate occasions and-citing factors including the hardships caused by the ongoing Russia-Ukraine conflict, continued global supply chain disruptions and imbalances, and increased inflationary pressure-the FOMC has indicated that ongoing increases may be appropriate.

The tightening of the FRB's monetary policies, including repeated and aggressive increases in the target range for the Federal funds rate as well as the conclusion of the FRB's tapering of asset purchases, together with ongoing economic and geopolitical instability, increases the risk of an economic recession. Although forecasts have varied, many economists are projecting that U.S. economic growth will slow and inflation will remain elevated in the coming quarters, potentially resulting in a contraction of U.S. gross domestic output in 2023. Any such downturn, especially domestically and in the regions in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations and financial condition. Deterioration or defaults made by issuersoperations.

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As a result of the underlyingeconomic and geopolitical factors discussed above, financial institutions also face heightened credit risk, among other forms of risk. Of note, because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral, which, in turn, can adversely affect the value of our loan and investment securitiesportfolios. Adverse economic developments, specifically including inflation-related impacts, may cause additional credit-related other-than-temporary impairment chargeshave a negative effect on the ability of our borrowers to make timely repayments of their loans or to finance future home purchases. Moreover, while commercial real estate values have stabilized as demand has returned to pre-pandemic levels in several markets; the post-pandemic outlook for commercial real estate demand remains dependent on the broader economic environment and, specifically, how major subsectors respond to a rising interest rate environment, the reduction of office utilization due to the income statement. The Company’s abilityimpact of hybrid working patterns, greater flexibility for work location, and higher prices for commodities, goods and services. In each case, credit performance over the medium- and long-term is susceptible to borrow from other financial institutions or to access the debt or equity capital markets on favorable terms or at all could be adversely affected by disruptionseconomic and market forces and therefore forecasts remain uncertain. Instability and uncertainty in the capitalcommercial and residential real estate markets, or other events, including actions by rating agencies or deteriorating investor expectations.headwinds for lease rates and landlord cash flows, as well as in the broader commercial and retail credit markets, could have a material adverse effect on our financial condition and results of operations.

Monetary policy and economic environment could impact our financial performance.

TheOur earnings of the Company are significantly affected by the monetary and fiscal policies of governmental authorities, including the Federal Reserve Board. Among the instruments of monetary policy used by the Federal Reserve Board to implement these objectives are open-market operations in U.S. Government securities and federal funds, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits. These instruments of monetary policy are used in varying combinations to influence the overall level of bank loans, investments, and deposits, and the interest rates charged on loans and paid for deposits. The Federal Reserve Board frequently uses these instruments of monetary policy, especially its open-market operations and the discount rate, to influence the level of interest rates, thereby affecting the strength of the economy, the level of inflation, or the price of the dollar in foreign exchange markets. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banking institutions in the past and are expected to continue to do so in the future. It is not possible to predict the nature of future changes in monetary and fiscal policies, or the effect which they may have on the Company’sour business and earnings.

Involvement in wealth management creates risks associated with the industry.

Our wealth management operations present special risks not borne by institutions that focus exclusively on other traditional retail and commercial banking products. For example, the investment advisory industry is subject to fluctuations in the stock market and interest rate volatility that may have a significant adverse effect on transaction fees, client activity and client investment portfolio gains and losses. Also, additional or modified regulations may adversely affect our wealth management operations. In addition, our wealth management operations, are dependent on a small number of established financial advisors, whose departure could result in the loss of a significant number of client accounts. A significant decline in fees and commissions or trading losses suffered in the investment portfolio could adversely affect our income and potentially require the contribution of additional capital to support our operations.

Strong competition within the Company’sour markets may significantly impact profitability.

The Company competesWe compete with an ever-increasing array of financial service providers. See the section entitled “Competition” of Item 1 of this reportAnnual Report for additional competitor information. Competition from nationwide banks, as well as local institutions, continues to mount in the Company’sour markets. To compete, the Company focuseswe focus on quality customer service, making decisions at the local level, maintaining long-term customer relationships, building customer loyalty, and providing products and services designed to address the specific needs of customers. Failure to perform in any of these areas could significantly weaken the Company’sour competitive position, which could adversely affect growth and profitability.

Market changes may adversely affect demand for our services and impact revenue, costs, and earnings.

Channels for servicing the Company’sour customers are evolving rapidly, with less reliance on traditional branch facilities, increased use of e-commerce channels, and demand for universal bankers and other relationship managers who can service multiple product lines. The Company hasWe have an ongoing process for evaluating the profitability of its branch system and other office and operational facilities. The identification of unprofitable operations and facilities can lead to restructuring charges

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and introduce the risk of disruptions to revenues and customer relationships. The Company competesWe compete with larger financial institutions who are rapidly evolving their service channels and escalating the costs of evolving the service process.

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Expansion, growth, and acquisitions could negatively impact earnings if not successful.

The CompanyWe may grow organically both by geographic expansion and through business line expansion, as well as through acquisitions. Success of these activities depends on the Company’sour ability to continue to maintain and develop an infrastructure appropriate to support and integrate such growth. Success may also dependsdepend on acceptance of the Bank by customers in these new markets and, in the case of expansion through acquisitions, these factors include the long-term recruitment and retention of key personnel and acquired customer relationships. Profitability depends on whether the marginal revenue generated in the new markets will offset the increased expenses of operating a larger entity, with more staff, more locations, and more product offerings. Failure to achieve any of these success factors may have a negative impact on the Company’sour financial condition and results of operations.

The CompanyWe may be adversely affected by continuous technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Company’sOur future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional operational efficiencies.

The introduction of new products and services can entail significant time and resources.  The Company’sOur failure to manage risks and uncertainties associated with new products and services exposes itus to enhanced risk of operational lapses which may result in the recognition of financial statement liabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships and shifting market preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to the Company’s clients.our customers. Products and services relying on internet and mobile technologies may expose the Companyus to fraud and cybersecurity risks. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on the Company’sour business and reputation.

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. Our company and customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. Our company and customers may face cost increases, asset value reductions and operating process changes, among other impacts. The impact on our customers will likely vary depending on their specific attributes. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Pandemics, severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business and the business of our customers.

Pandemics, including the continuing COVID-19 pandemic, severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. In particular, such events may have a particularly negative impact upon the business of customers who are engaged in the hospitality industry in our markets, which could have a direct negative impact on our business and results of operations. Further, work-from-home and other modified business practices may introduce additional operational risks, including cybersecurity and execution risks, which may result in inefficiencies or delays, and may affect our ability to, or the manner in which we, conduct our business activities. 

Legal, Regulatory and Compliance Risks

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We are subject to extensive government regulation and supervision, which may interfere with the ability to conduct business and may negatively impact our financial results.

The Company is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, the Federal Deposit Insurance Fund and the safety and soundness of the banking system as a whole, not stockholders.shareholders. These regulations affect the Company’sour lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Companyus in substantial and unpredictable ways. Such changes could subject the Companyus to additional costs, limit the types of financial services and products the Company maywe can offer, and/or limit the pricing the Company maywe can charge on certain banking services, among other things. Compliance personnel and resources may increase costs of operations and adversely impact earnings.

The Company isWe are subject to possible claims and litigation pertaining to fiduciary responsibilities.

From time to time, customers make claims and take legal action pertaining to the Company’sour performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Company’sour performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a favorable manner, they may result in significant financial liability and/or adversely affect the market perception of the Companyus and products and services as well as impact customer demand for our products and services.

Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on the Company’sour business, financial condition and

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results of operations. While the Company haswe have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

Fee revenues from overdraft protection programs constitute a significant portion of our noninterest income and may be subject to increased supervisory scrutiny.

Revenues derived from transaction fees associated with overdraft protection programs offered to the Company’sour customers represent a significant portion of its noninterest income.  In response to recent increased congressional and regulatory scrutiny, and in anticipation of enhanced supervision and enforcement of overdraft protection practices in the future, certain banking organizations have begun to modify their overdraft protection programs, including by discontinuing the imposition of overdraft transaction fees. These competitive pressures, as well as any adoption by the Company’sBank’s regulators of new rules or supervisory guidance or more aggressive examination and enforcement policies in respect of banks' overdraft protection practices, could cause it to modify programs and practices in ways that may have a negative impact on revenue and our earnings.  

General Risk Factors

Changes in the Company’s accounting policies or in accounting standards could materially affect itsour results of operations, and financial condition.

Accounting policies are fundamental to understanding the Company’sour results of operations, and financial condition. Some of the accounting policies are critical because they require the Companyus to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions.  The CompanyWe may experience material losses if such estimates or assumptions underlying in the Company’sour financial statements are incorrect.

From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes could materially impact how the Company’s reports itswe report our results of operations and financial condition.  New or revised standards could also require retroactive application, which could result in the restatement of the Company’sour prior period financial statements in material amounts.

Internal controls may become ineffective in preventing or detecting material errorserrors.

The CompanyWe regularly reviewsreview and updatesupdate our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any

30

Table of Contents

failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’sour business, results of operations, and financial condition.

The CompanyWe may be unable to attract and retain key personnel.

The Company’sOur success depends, in large part, on its ability to attract and retain key personnel. Competition for qualified personnel in the financial services industry can be intense and the Company and its subsidiarieswe may not be able to hire or retain the key personnel that it depends upon for success.personnel. In addition, the Bank’s rural geographic marketplace, combined with relatively expensive real estate purchase prices in the many tourist communities the Company serves,we serve, create additional risks for the Company’sour ability to attract and retain key personnel. The unexpected loss of key personnel could have an adverse impact on the Company’sour business because of their skills, knowledge of the markets in which the Company operates,we operate, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

27

Table of Contents

ITEM 2. PROPERTIES

The Company’sOur principal executive office is in a building owned by the Company located at 82 Main Street, Bar Harbor, Maine. The Bank providesWe provide full-banking services at 53 locations throughout Maine, New Hampshire and Vermont, of which 3334 are owned and 2019 are leased. The BankWe also hashave one stand-alone drive-up window in Vermont. In addition to banking offices, the Companywe also hashave Operations Centers located in Ellsworth, Maine, and Newport, New Hampshire that house the Company’sour operations and data processing centers, as well ascenters.  We have leased spacespaces in Hampden, Maine, Portland, Maine, Rockland, Maine and Manchester, New Hampshire and owned space in Ellsworth, Maine and Bangor, Maine, where back office support for multiple lines of business and related functions are located. Additionally, the Bank has 1 leased and 2 ownedwe own a Wealth Management officesoffice located in Concord, New Hampshire. In the opinion of management, theour physical properties of the Company and the Bank are considered adequate to meet the needs of customers in the communities served.

ITEM 3. LEGAL PROCEEDINGS

FromWe are from time to time the Company may become involved in legal proceedings or may be subject to claims and litigation arising in the ordinary course of business. AlthoughThese claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition laws, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future claims and litigation.

At this time, in the resultsopinion of litigation and claims cannot be predicted with certainty,management, the Company currently believeslikelihood is remote that the final outcomeimpact of these ordinary course matters will notsuch proceedings, either individually or in the aggregate, would have a material adverse effect on business, operatingour consolidated results of operations, financial condition or cash flows. RegardlessHowever, one or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of the outcome, litigation can have an adverse impact on the Company becausetheir merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor.

31

Table of defense and settlement costs, diversion of management resources and other factors.Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The common stock of the Company is traded on the NYSE American, under the trading symbol “BHB”.  As of March 11, 2022,10, 2023, there were 15,012,60615,124,451 shares of Bar Harbor Bankshares common stock, par value $2.00 per share, outstanding and approximately 1,4711,428 shareholders of record, as obtained through the Company’s transfer agent.

Cash dividends declared and paid totaled $0.24$0.26 per share in the second, third and fourth quarterquarters of 20212022 and $0.22$0.24 per share in the first quarter of 2021 and each quarter of 2020. The Company typically declares and pays2022. We currently expect that comparable cash dividends will continue to be paid in the same quarter.future. However, no assurances can be given that any dividends will be declared or paid on the Company’s common stock in the future, or, if declared and paid, the amount or frequency of those dividends. The ability of the Company and the Bank to pay dividends is restricted by certain laws and regulations, and the payment of dividends by the Company and the Bank is within the discretion of their respective boards of directors.

Recent Sale of Unregistered Securities and Use of Proceeds from Registered Securities

No unregistered equity securities were sold by the Company during the year ended December 31, 2021.2022.

On April 20, 2021, Company'sJune 23, 2022, the Board of Directors approved a twelve-month12-month plan to repurchase up to 5% of itsthe Company’s outstanding shares of common stock, representing 747,000751,000 shares.

The following table indicates that no No shares were repurchased by the Company in the fourth quarter of 2021:2022 and the maximum number of shares that may yet be purchased under the plan is 751,000 shares.

Total number of shares

Maximum number of

 purchased as a part of 

 shares that may yet be 

Total number of

Average price

publicly announced 

purchased under

Period

shares purchased

paid per share

plans or programs

 the plans or programs

October 1-31, 2021

$

747,000

November 1-30, 2021

747,000

December 1-31, 2021

747,000

Total

$

747,000

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Common Stock Performance Graph

The following graph illustrates the estimated yearly change in value of the Company’s cumulative total stockholdershareholder return on itsour common stock for each of the last five years. Total shareholder return is computed by taking the difference between the ending price of the common stock at the end of the previous year and the current year, plus any dividends paid divided by the ending price of the common stock at the end of the previous year. For purposes of comparison, the graph also matches Bar Harbor Bankshares’our cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NYSE American Composite index,Index, and the SNL Bank $1B to $5BS&P U.S. SmallCap Banks Index. The graph tracks the performance of a $100 investment in the Company’sour common stock and in each index (with the reinvestment of all dividends) from December 31, 20162017 to December 31, 2021.2022.

GraphicGraphic

Period Ending

Period Ending

Index

    

12/31/16

    

12/31/17

    

12/31/18

    

12/31/2019

    

12/31/2020

    

12/31/2021

    

12/31/17

    

12/31/18

    

12/31/19

    

12/31/20

    

12/31/21

    

12/31/22

Bar Harbor Bankshares

100.00

87.92

75.09

87.97

81.61

107.99

100.00

85.40

100.07

92.81

122.85

140.95

NYSE American Composite Index

 

100.00

 

118.56

 

104.61

 

118.96

 

113.34

 

168.18

 

100.00

 

88.23

 

100.34

 

95.60

 

141.85

 

174.66

S&P U.S. SmallCap Banks Index

 

100.00

 

104.33

 

87.06

 

109.22

 

99.19

 

138.09

 

100.00

 

83.44

 

104.69

 

95.08

 

132.36

 

116.69

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Table of Contents

ITEM 6.

[Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Management��sThe following discussion andis management's analysis is intended to assist in the understanding and evaluation of the consolidated financial condition and results of operations of the Company. The information in this sectionIt should be read in conjunction with the Consolidated Financial Statementsconsolidated financial statements and accompanying Notes containedfootnotes and selected financial data presented elsewhere in report.this Annual Report. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.  The detailed financial discussion that follows focuses on 2022 results compared to 2021. For a discussion of 2021 results compared to 2020, see the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

SELECTED FINANCIAL DATAGENERAL

At or For the Years Ended December 31, 

(in millions, except ratios and share data)

    

2021

    

2020

    

2019

Financial Condition Data:

Total assets(7)

$

3,709

$

3,724

$

3,669

Total earning assets(1)

 

3,377

 

3,371

 

3,349

Total investments

 

626

 

599

 

684

Total loans

 

2,532

 

2,563

 

2,635

Allowance for credit losses

 

23

 

19

 

15

Total goodwill and intangible assets

 

126

 

127

 

127

Total deposits

 

3,049

 

2,906

 

2,696

Total borrowings

 

179

 

336

 

531

Total shareholders' equity(7)

 

424

 

407

 

396

Operating Data:

 

  

 

  

 

  

Total interest and dividend income

$

111

$

126

$

135

Total interest expense

 

15

 

27

 

46

Net interest income

 

96

 

99

 

90

Non-interest income

 

42

 

43

 

29

Net revenue(2)

 

138

 

142

 

119

Provision for credit losses

 

(1)

 

6

 

2

Total non-interest expense

 

91

 

95

 

90

Income tax expense(3)

 

9

 

8

 

4

Net income

 

39

 

33

 

23

Ratios and Other Data:

 

  

 

  

 

  

Per Common Share Data

 

  

 

  

 

  

Basic earnings

$

2.63

$

2.18

$

1.46

Diluted earnings

 

2.61

 

2.18

 

1.45

Total book value(6)

 

28.27

 

27.29

 

25.47

Dividends

 

0.94

 

0.88

 

0.86

Common stock price:

 

  

 

  

 

  

High

 

32.94

 

25.55

 

27.58

Low

 

21.26

 

13.05

 

21.24

Close

 

28.93

 

22.59

 

25.39

Weighted average common shares outstanding (in thousands):

 

  

 

  

 

  

Basic

 

14,969

 

15,246

 

15,541

Diluted

 

15,045

 

15,272

 

15,587

The Company is a bank holding company headquartered in Maine, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our three-state footprint. The Company's primary sources of revenue, through the Bank, are net interest income (predominantly from loans and investment securities) and noninterest income (principally fees and other revenue from financial services provided to customers or ancillary services tied to loans and deposits).

ANNUAL PERFORMANCE SUMMARY

Earnings (For year ended December 31, 2022 compared to the same period of 2021)

Net income was $43.6 million, an increase of 11%, or 25% on a non-GAAP basis when excluding the accretion from Paycheck Protection Program (“PPP”) loan fees.  The increase is primarily due to a benefit to net interest income as our assets repriced to higher rates and efficiency measures on non-interest expense.

Diluted earnings per share was $2.88, an increase of $0.27 or 11%. Diluted earnings per share included a $0.01 and $0.30 benefit from PPP loans in 2022 and 2021, respectively. 

Return on assets increased to 1.16% from 1.06%.  Return on equity was 10.91% compared to 9.50%.  Both ratios include the benefit of higher net income and lower average balances related to unrealized losses on securities as noted below under the “Financial Position” section.  

Net interest income was $113.7 million, an increase of 19%.  Net interest margin (NIM) was 3.36%, an increase of 48 basis points from the same period in 2021. The increase is primarily due to the repricing of variable rate assets and continued loan growth.

The provision for credit losses was an expense of $2.9 million mainly due to loan growth compared to a net benefit of $1.3 million reflecting improved economic forecasts.

Non-interest income was $35.3 million, down from $42.3 million primarily due to a $5.0 million decrease in mortgage banking income and $2.9 million of gains on security sales in 2021 that did not reoccur in 2022.   

Non-interest expense was $91.2 million versus $90.5 million.  Prior year included a $2.9 million loss on extinguishment of debt.  

Efficiency ratio improved to 59% from 61%, excluding the impact of PPP loans it improved 59% from 64%. The improvement in the ratio showcases our displaced approach to expense management.

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Table of Contents

At or For the Years Ended December 31, 

 

(in millions, except ratios and share data)

    

2021

    

2020

    

2019

 

Performance Ratios:(4)

Return on assets

 

1.06

%  

0.88

%  

0.62

%

Return on equity(6)

 

9.50

 

8.29

 

5.82

Interest rate spread

 

2.74

 

2.92

 

2.53

Net interest margin(5)

 

2.88

 

2.97

 

2.77

Dividend payout ratio

 

35.81

 

40.36

 

59.09

Organic Growth Ratios:

 

  

 

  

 

  

Total commercial loans

 

7

%  

17

%  

6

%

Total loans

 

(1)

 

(3)

 

2

Total deposits

 

5

 

8

 

(2)

Asset Quality and Condition Ratios:

 

  

 

  

 

  

Non-accruing loans/total loans

 

0.40

%  

0.48

%  

0.44

%

Net charge-offs/average loans

 

0.01

 

0.07

 

0.03

Allowance for credit losses/total loans

 

0.90

 

0.74

 

0.58

Loans/deposits

 

83

 

88

 

98

Capital Ratios:

 

  

 

  

 

  

Tier 1 capital to average assets - Company

 

8.66

%  

8.12

%  

8.13

%

Tier 1 capital to risk-weighted assets - Company

 

11.90

 

11.28

 

11.39

Tier 1 capital to average assets - Bank

 

9.62

 

9.02

 

8.39

Tier 1 capital to risk-weighted assets - Bank

 

13.22

 

12.52

 

11.79

Shareholders equity to total assets(6)

 

11.43

 

11.04

 

10.80

Financial Position(For year ended December 31, 2022 compared to the same period of 2021)

Total assets increased $200.6 million to $3.9 billion mainly due to strong loan growth offset in part by unfavorable fair value adjustments on our securities portfolio.

Cash and cash equivalents decreased to $92.3 million, from $250.4 million principally due to self-funding loan growth in the first half of 2022.  

Securities were $574.4 million, or 15% of total assets, compared to $625.7 million, or 16% of total assets. Net unrealized losses were $71.8 million, or 12% of gross securities, compared with a gain of $2.6 million, or 0.4% of gross securities as fixed rate securities continued to reprice to higher interest rates. All securities are classified as available for sale preserving capital flexibility.

Total loans grew 15% year-over-year as commercial loans increased 21%.  Loan growth was generated across all of our footprint while adhering to selective criteria and only experienced operators. We believe that the economy in Northern New England continues to be strong despite pressures from the broader economy.  

The ratio of the allowance for credit losses to total loans was 0.89%, decreasing from 0.90%, which reflects solid credit quality.  Net charge-offs continue to be insignificant and each credit metric improved during the year.

While deposit balances were consistent with 2021, we did see a decline during the fourth quarter of 2022 primarily in institutional accounts with low activity, which tend to be most rate sensitive.  We continue to work with each customer on rates rather than make sweeping movements, which allows us to focus on expanding those relationships as we review individual requests.

Borrowings increased to $394.2 million from $178.5 million as short-term funding was used to grow loans in the second half of 2022.

Total book value per share was $26.09 compared to $28.27.  Net unrealized security losses reduced book value per share by $3.87. Tangible book value per share excluding net unrealized security losses (non-GAAP) increased 9% on annualized basis on net income offset by dividends to shareholders.  

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Table of Contents

SELECTED FINANCIAL DATA

At or For the Years Ended December 31, 

(in millions, except ratios and share data)

    

2022

    

2021

    

2020

Financial Condition Data:

Total assets

$

3,910

$

3,709

$

3,724

Total earning assets(1)

 

3,601

 

3,377

 

3,371

Total investments

 

574

 

626

 

599

Total loans

 

2,903

 

2,532

 

2,563

Allowance for credit losses

 

26

 

23

 

19

Total goodwill and intangible assets

 

125

 

126

 

127

Total deposits

 

3,043

 

3,049

 

2,906

Total borrowings

 

394

 

179

 

336

Total shareholders' equity

 

393

 

424

 

407

Operating Data:

 

  

 

  

 

  

Total interest and dividend income

$

127

$

111

$

126

Total interest expense

 

13

 

15

 

27

Net interest income

 

114

 

96

 

99

Non-interest income

 

35

 

42

 

43

Net revenue(2)

 

149

 

138

 

142

Provision for credit losses

 

3

 

(1)

 

6

Total non-interest expense

 

91

 

91

 

95

Income tax expense

 

11

 

9

 

8

Net income

 

44

 

39

 

33

Ratios and Other Data:

 

  

 

  

 

  

Per Common Share Data

 

  

 

  

 

  

Basic earnings

$

2.90

$

2.63

$

2.18

Diluted earnings

 

2.88

 

2.61

 

2.18

Total book value(5)

 

26.09

 

28.27

 

27.29

Dividends

 

1.02

 

0.94

 

0.88

Common stock price:

 

  

 

  

 

  

High

 

33.11

 

32.94

 

25.55

Low

 

24.00

 

21.26

 

13.05

Close

 

32.04

 

28.93

 

22.59

Weighted average common shares outstanding (in thousands):

 

  

 

  

 

  

Basic

 

15,040

 

14,969

 

15,246

Diluted

 

15,112

 

15,045

 

15,272

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Table of Contents

At or For the Years Ended December 31, 

 

(in millions, except ratios and share data)

    

2022

    

2021

    

2020

 

Performance Ratios:(4)

Return on assets

 

1.16

%  

1.06

%  

0.88

%

Return on equity(6)

 

10.91

 

9.50

 

8.29

Interest rate spread

 

3.24

 

2.74

 

2.92

Net interest margin(5)

 

3.36

 

2.88

 

2.97

Dividend payout ratio

 

35.20

 

35.81

 

40.36

Organic Growth Ratios:

 

  

 

  

 

  

Total commercial loans

 

19

%  

7

%  

17

%

Total loans

 

15

 

(1)

 

(3)

Total deposits

 

(0)

 

5

 

8

Asset Quality and Condition Ratios:

 

  

 

  

 

  

Non-accruing loans/total loans

 

0.23

%  

0.40

%  

0.48

%

Net (recoveries) charge-offs/average loans

 

(0.01)

 

0.01

 

0.07

Allowance for credit losses/total loans

 

0.89

 

0.90

 

0.74

Loans/deposits

 

95

 

83

 

88

Capital Ratios:

 

  

 

  

 

  

Tier 1 capital to average assets - Company

 

9.21

%  

8.66

%  

8.12

%

Tier 1 capital to risk-weighted assets - Company

 

11.02

 

11.90

 

11.28

Tier 1 capital to average assets - Bank

 

10.10

 

9.62

 

9.02

Tier 1 capital to risk-weighted assets - Bank

 

12.67

 

13.22

 

12.52

Shareholders equity to total assets(5)

 

10.06

 

11.43

 

11.04

(1)Earning assets includes non-accruing loans and interest-bearing deposits with other banks. Securities are valued at amortized cost.
(2)Net revenue is defined as net interest income plus non-interest income.
(3)In December 2017, the Tax Cuts and Jobs Act of 2017 was enacted, and the Company recognized a $4.0 million write-down of its deferred tax assets and liabilities upon revaluation using the lower federal corporate income tax rate of 21.0%
(4)All performance ratios are based on average balance sheet amounts, where applicable.
(5)(4)Fully taxable equivalent considers the impact of tax advantaged securities and loans.
(6)(5)Non-GAAP financial measure. Refer to the Reconciliation of Non-GAAP Financial Measures for additional information.
(7)Prior period has been revised, see Note 1 – Summary of Significant Accounting PoliciesRevision of Previously Issued Financial Statements.

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Table of Contents

AVERAGE BALANCES AND AVERAGE YIELDS/RATES

The following table presents average balances and average rates and yields on a fully taxable equivalent basis for the periods included:

Year Ended December 31, 

Year Ended December 31, 

2021

2020

 

2019

2022

2021

 

2020

Average 

Interest

Yield/

Average 

Interest

Yield/

Average 

Interest

Yield/

Average 

Interest

Yield/

Average 

Interest

Yield/

Average 

Interest

Yield/

(in millions, except ratios)

    

Balance

    

(3)

    

Rate(3)

Balance

    

(3)

    

Rate(3)

    

Balance

    

(3)

    

Rate(3)

    

Balance

    

(3)

    

Rate(3)

Balance

    

(3)

    

Rate(3)

    

Balance

    

(3)

    

Rate(3)

Assets

Interest-earning deposits with other banks

$

219

$

0.15

%  

$

89

$

0.15

%  

$

17

$

0.96

%  

$

72

1

1.07

%  

$

219

$

0.15

%  

$

89

$

0.15

%  

Securities available for sale and FHLB stock(2)(3)

621

16

2.63

625

20

3.20

743

25

3.42

630

19

2.99

621

16

2.63

625

20

3.20

Loans:

Commercial real estate

1,210

40

 

3.34

993

40

 

4.02

875

42

 

4.74

1,340

55

4.13

1,210

40

 

3.34

993

40

 

4.02

Commercial and industrial(3)

 

348

 

14

 

3.98

 

379

 

21

 

5.62

 

411

 

19

 

4.72

 

410

17

4.25

 

348

 

14

 

3.98

 

379

 

21

 

5.62

Paycheck protection program

51

6

11.93

109

5

4.19

1

17.27

51

6

11.93

109

5

4.19

Residential

 

825

 

32

 

3.86

 

1,078

 

41

 

3.78

 

1,158

 

45

 

3.91

 

873

31

3.55

 

825

 

32

 

3.86

 

1,078

 

41

 

3.78

Consumer

 

99

 

4

 

3.77

 

124

 

5

 

4.03

 

116

 

6

 

5.10

 

100

4

4.41

 

99

 

4

 

3.77

 

124

 

5

 

4.03

Total loans (1)

 

2,533

 

96

 

3.78

 

2,683

 

112

 

4.16

 

2,560

 

112

 

4.38

 

2,724

 

107

 

3.98

 

2,533

 

96

 

3.78

 

2,683

 

112

 

4.16

Total earning assets

 

3,373

 

112

 

3.33

%  

 

3,397

 

132

 

3.87

%

 

3,320

 

137

 

4.14

%  

 

3,426

127

3.73

%  

 

3,373

 

112

 

3.33

%

 

3,397

 

132

 

3.87

%  

Cash and due from banks

35

27

64

37

35

 

  

27

Allowance for credit losses

(23)

(17)

(15)

(24)

(23)

 

  

(17)

Other assets(5)

 

333

 

  

 

351

 

  

 

277

 

  

 

308

 

333

 

  

 

351

 

  

Total assets(5)

$

3,718

 

  

$

3,758

 

  

$

3,646

 

  

$

3,747

 

  

$

3,718

 

  

$

3,758

 

  

Liabilities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

NOW

$

949

$

1

 

0.11

%  

$

643

$

1

 

0.20

%  

$

492

$

2

 

0.49

%  

$

907

1

0.16

%  

$

949

$

1

 

0.11

%  

$

643

$

1

 

0.20

%  

Savings

 

629

 

1

 

0.09

 

467

 

1

 

0.16

 

359

 

1

 

0.19

 

658

1

0.10

 

629

 

1

 

0.90

 

467

 

1

 

0.16

Money market

 

390

 

1

 

0.12

 

396

 

2

 

0.42

 

348

 

5

 

1.32

 

466

3

0.63

 

390

 

1

 

0.12

 

396

 

2

 

0.42

Time deposits

 

425

 

6

 

1.51

 

796

 

14

 

1.80

 

924

 

19

 

2.09

 

366

2

0.61

 

425

 

6

 

1.51

 

796

 

14

 

1.80

Total interest bearing deposits

 

2,393

 

9

 

0.36

 

2,302

 

18

 

0.78

 

2,123

 

27

 

1.27

 

2,397

 

7

 

0.31

 

2,393

 

9

 

0.36

 

2,302

 

18

 

0.78

Borrowings

 

175

 

7

 

3.82

 

507

 

9

 

1.75

 

708

 

19

 

2.61

 

203

6

2.71

 

175

 

7

 

3.82

 

507

 

9

 

1.75

Total interest bearing liabilities

 

2,568

 

16

 

0.59

%  

 

2,809

 

27

 

0.96

%  

 

2,831

 

46

 

1.61

%  

 

2,600

 

13

 

0.49

%  

 

2,568

 

16

 

0.59

%  

 

2,809

 

27

 

0.96

%  

Non-interest bearing demand deposits

 

668

 

  

 

  

 

481

 

  

 

  

 

394

 

  

 

  

 

679

 

  

 

  

 

668

 

  

 

  

 

481

 

  

 

  

Other liabilities(5)

 

68

 

  

 

  

 

67

 

  

 

  

 

34

 

  

 

  

 

69

 

  

 

  

 

68

 

  

 

  

 

67

 

  

 

  

Total liabilities(5)

 

3,304

 

  

 

  

 

3,357

 

  

 

  

 

3,259

 

  

 

  

 

3,348

 

  

 

  

 

3,304

 

  

 

  

 

3,357

 

  

 

  

Total shareholders' equity(5)

 

414

 

  

 

  

 

401

 

  

 

  

 

387

 

  

 

  

 

399

 

  

 

  

 

414

 

  

 

  

 

401

 

  

 

  

Total liabilities and shareholders' equity(5)

$

3,718

 

  

 

  

$

3,758

 

  

 

  

$

3,646

 

  

 

  

$

3,747

 

  

 

  

$

3,718

 

  

 

  

$

3,758

 

  

 

  

Net interest income

 

  

$

96

 

 

  

$

105

 

 

  

$

91

 

 

  

$

114

 

 

  

$

96

 

 

  

$

105

 

Net interest spread

2.74

%

2.91

%

2.53

%

3.24

%

2.74

%

2.91

%

Net interest margin

 

  

 

  

 

2.88

 

  

 

  

 

2.97

 

  

 

  

 

2.77

 

  

 

  

 

3.36

 

  

 

  

 

2.88

 

  

 

  

 

2.97

Adjusted net interest margin(4)

2.93

3.01

2.77

3.35

2.76

2.93

3238

Table of Contents

(1)The average balances of loans include non-accrual loans and unamortized deferred fees and costs.
(2)The average balance for securities is based on amortized cost.
(3)Fully taxable equivalent considers the impact of tax-advantaged securities and loans.
(4)Adjusted net interest margin excludes Paycheck Protection Program loans and interest-earning deposits with other banks.PPP loans.
(5)Prior period has been revised, see Note 1 – Summary of Significant Accounting PoliciesRevision of Previously Issued Financial Statements.

33

Table of Contents

RATE/VOLUME ANALYSIS

The following table presents the effects of rate and volume changes on the fully taxable equivalent net interest income. Tax exempt interest revenue is shown on a tax-equivalent basis for proper comparison. For each category of interest- earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to (1) changes in rate (change in rate multiplied by prior year volume), (2) changes in volume (change in volume multiplied by prior year rate), and (3) changes in volume/rate (change in rate multiplied by change in volume) have been allocated proportionately based on the absolute value of the change due to the rate and the change due to volume.

2021 Compared with 2020

2020 Compared with 2019

2022 Compared with 2021

2021 Compared with 2020

Increases (Decreases) due to

Increases (Decreases) due to

Increases (Decreases) due to

Increases (Decreases) due to

(in thousands)

    

Rate

    

Volume

    

Net

    

Rate

    

Volume

    

Net

    

Rate

    

Volume

    

Net

    

Rate

    

Volume

    

Net

Interest income:

Interest-earning deposits with other banks

$

11

$

191

$

202

$

(246)

$

305

$

59

$

660

$

(224)

$

436

$

11

$

191

$

202

Securities available for sale and FHLB stock

(3,560)

(139)

(3,699)

(1,305)

(4,031)

(5,336)

2,274

233

2,507

(3,560)

(139)

(3,699)

Loans:

Commercial real estate

(8,244)

8,748

504

(7,140)

5,544

(1,596)

10,614

4,340

14,954

(8,244)

8,748

504

Commercial and industrial

 

(5,712)

 

(1,752)

 

(7,464)

 

4,694

 

(1,388)

 

3,306

 

75

 

3,448

 

3,523

 

(5,712)

 

(1,752)

 

(7,464)

Paycheck protection program

3,919

(2,450)

1,469

4,569

4,569

114

(5,891)

(5,777)

3,919

(2,450)

1,469

Residential

 

647

 

(9,566)

 

(8,919)

 

(1,407)

 

(3,107)

 

(4,514)

 

(2,662)

 

1,836

 

(826)

 

647

 

(9,566)

 

(8,919)

Consumer

 

(263)

 

(1,011)

 

(1,274)

 

(1,320)

 

426

 

(894)

 

644

 

43

 

687

 

(263)

 

(1,011)

 

(1,274)

Total loans

 

(9,653)

 

(6,031)

 

(15,684)

 

(5,173)

 

6,044

 

871

 

8,785

 

3,776

 

12,561

 

(9,653)

 

(6,031)

 

(15,684)

Total interest income

$

(13,202)

$

(5,979)

$

(19,181)

$

(6,724)

$

2,318

$

(4,406)

$

11,719

$

3,785

$

15,504

$

(13,202)

$

(5,979)

$

(19,181)

Interest expense:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Deposits:

NOW

$

(842)

$

617

$

(225)

$

(1,807)

$

731

$

(1,076)

$

466

$

(48)

$

418

$

(842)

$

617

$

(225)

Savings

 

(452)

 

262

 

(190)

 

(200)

 

219

 

19

 

101

 

25

 

126

 

(452)

 

262

 

(190)

Money market

 

(1,148)

 

(23)

 

(1,171)

 

(3,631)

 

635

 

(2,996)

 

2,368

 

93

 

2,461

 

(1,148)

 

(23)

 

(1,171)

Time deposits

 

(1,230)

 

(6,685)

 

(7,915)

 

(2,253)

 

(2,682)

 

(4,935)

 

(3,318)

 

(886)

 

(4,204)

 

(1,230)

 

(6,685)

 

(7,915)

Total deposits

 

(3,672)

 

(5,829)

 

(9,501)

 

(7,891)

 

(1,097)

 

(8,988)

 

(383)

 

(816)

 

(1,199)

 

(3,672)

 

(5,829)

 

(9,501)

Borrowings

 

3,619

 

(5,812)

 

(2,193)

 

(4,397)

 

(5,269)

 

(9,666)

 

(2,249)

 

1,062

 

(1,187)

 

3,619

 

(5,812)

 

(2,193)

Total interest expense

$

(53)

$

(11,641)

$

(11,694)

$

(12,288)

$

(6,366)

$

(18,654)

$

(2,632)

$

246

$

(2,386)

$

(53)

$

(11,641)

$

(11,694)

Change in net interest income

$

(13,149)

$

5,662

$

(7,487)

$

5,564

$

8,684

$

14,248

$

14,351

$

3,539

$

17,890

$

(13,149)

$

5,662

$

(7,487)

3439

Table of Contents

NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in additionOur accounting and reporting policies conform to results presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These non-GAAP measures are intended to provide and the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company’s GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is provided below. In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders. An item that management excludes when computing non- GAAP adjusted earnings can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP adjusted earnings information set forth is not necessarily comparable to non- GAAP information that may be presented by other companies. Each non-GAAP measure used by the Company in this report as supplemental financial data should be considered in conjunction with the Company’s GAAP financial information.

The Company utilizes the non-GAAP measure of adjusted earnings in evaluating operating trends, including components for adjusted revenue and expense. These measures exclude amounts that the Company views as unrelated to its normalized operations, including gains/losses on securities, premises, equipment and other real estate owned, acquisition costs, restructuring costs, legal settlements, and systems conversion costs. Non-GAAP adjustments are presented net of an adjustment for income tax expense.

The Company also calculates adjusted earnings per share based on its measure of adjusted earnings. The Company views these amounts as important to understanding its operating trends, particularly due to the impact of accounting standards related to acquisition activity. Analysts also rely on these measures in estimating and evaluating the Company’s performance. Management also believes that the computation of non-GAAP adjusted earnings and adjusted earnings per share may facilitate the comparison of the Company to other companiesprevailing practices in the financial services industry. However, we also evaluate our performance by reference to certain additional financial measures discussed in this Annual Report that we identify as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The Company also adjusts certain equity relatednon-GAAP financial measures to exclude intangible assets duethat we discuss in this Annual Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Annual Report may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the importancenon-GAAP financial measures we have discussed in this Annual Report when comparing such non-GAAP financial measures. The following reconciliation table provides a more detailed analysis of these, measures to the investment community.and reconciliation for, each of non-GAAP financial measures.

3540

Table of Contents

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following table summarizes the reconciliation of non-GAAP items for the time periods presented:

    

    

At or For The Years Ended December 31, 

At or For The Years Ended December 31, 

(in thousands)

    

Calculations

    

2021

    

2020

    

2019

    

Calculations

2022

    

2021

    

2020

Net income

 

  

$

39,299

$

33,244

$

22,620

 

  

$

43,557

$

39,299

$

33,244

Non-recurring items:

Gain on sale of securities, net

 

  

 

(2,870)

 

(5,445)

 

(237)

 

  

 

(53)

 

(2,870)

 

(5,445)

Loss (gain) on sale of premises and equipment, net

 

  

 

378

 

(32)

 

18

Loss on other real estate owned

 

  

 

 

355

 

166

Gain on sale of premises and equipment, net

 

  

 

10

 

378

 

(32)

Gain on other real estate owned

 

  

 

 

 

355

Loss on debt extinguishment

2,851

1,351

1,096

2,851

1,351

Acquisition, conversion and other expenses

 

  

 

1,667

 

5,801

 

8,317

 

  

 

266

 

1,667

 

5,801

Income tax expense (1)

 

  

 

(479)

 

(481)

 

(2,232)

 

  

 

(51)

 

(479)

 

(481)

Total non-recurring items

1,547

1,549

7,128

172

1,547

1,549

Total adjusted income(2)

 

(A)

$

40,846

$

34,793

$

29,748

 

(A)

$

43,729

$

40,846

$

34,793

Net interest income

 

(B)

$

95,573

$

99,180

$

89,810

 

(B)

$

113,681

$

95,573

$

99,180

Plus: Non-interest income

 

  

 

42,261

 

42,956

 

29,069

 

  

 

35,321

 

42,261

 

42,956

Total Revenue

 

�� 

 

137,834

 

142,136

 

118,879

 

  

 

149,002

 

137,834

 

142,136

Gain on sale of securities, net

 

  

 

(2,870)

 

(5,445)

 

(237)

 

  

 

(53)

 

(2,870)

 

(5,445)

Total adjusted revenue(2)

 

(C)

$

134,964

$

136,691

$

118,642

 

(C)

$

148,949

$

134,964

$

136,691

Total non-interest expense

 

  

$

90,508

$

94,860

$

89,733

 

  

$

91,253

$

90,508

$

94,860

Non-recurring expenses:

(Loss) gain on sale of premises and equipment, net

 

  

 

(378)

 

32

 

(18)

Loss on other real estate owned

 

  

 

 

(355)

 

(166)

Gain on sale of premises and equipment, net

 

  

 

(10)

 

(378)

 

32

Gain on other real estate owned

 

  

 

 

 

(355)

Loss on debt extinguishment

(2,851)

(1,351)

(1,096)

(2,851)

(1,351)

Acquisition, conversion and other expenses

 

  

 

(1,667)

 

(5,801)

 

(8,317)

 

  

 

(266)

 

(1,667)

 

(5,801)

Total non-recurring expenses

(4,896)

(7,475)

(9,597)

(276)

(4,896)

(7,475)

Adjusted non-interest expense(2)

 

(D)

$

85,612

$

87,385

$

80,136

 

(D)

$

90,977

$

85,612

$

87,385

Total revenue

137,834

142,136

118,879

149,002

137,834

142,136

Total non-interest expense

90,508

94,860

89,733

91,253

90,508

94,860

Pre-tax, pre-provision net revenue

$

47,326

$

47,276

$

29,146

$

57,749

$

47,326

$

47,276

Adjusted revenue(2)

134,964

136,691

118,642

148,949

134,964

136,691

Adjusted non-interest expense(2)

85,612

87,385

80,136

90,977

85,612

87,385

Adjusted pre-tax, pre-provision net revenue(2)

$

49,352

$

49,306

$

38,506

$

57,972

$

49,352

$

49,306

(in millions)

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Average earning assets

 

(E)

$

3,373

$

3,397

$

3,320

 

(E)

$

3,425

$

3,373

$

3,397

Average paycheck protection program (PPP) loans

(R)

51

109

(R)

1

51

109

Average interest-bearing deposits with other banks

(U)

219

89

17

(U)

72

219

89

Average earning assets, excluding PPP loans and interest-earning deposits with other banks

(S)

3,103

3,199

3,303

Average assets(8)

 

(F)

 

3,718

 

3,758

 

3,646

Average shareholders' equity(8)

 

(G)

 

414

 

401

 

387

Average tangible shareholders' equity(2)(3)(8)

 

(H)

 

288

 

273

 

278

Tangible shareholders' equity, period-end(2)(3)(8)

 

(I)

 

298

 

284

 

269

Tangible assets, period-end(2)(3)(8)

 

(J)

 

3,583

 

3,598

 

3,542

Average earning assets, excluding PPP loans

(S)

3,424

3,103

3,199

Average assets

 

(F)

 

3,747

 

3,718

 

3,758

Average shareholders' equity

 

(G)

 

399

 

414

 

401

Average tangible shareholders' equity(2)(3)

 

(H)

 

273

 

288

 

273

Tangible shareholders' equity, period-end(2)(3)

 

(I)

 

268

 

298

 

284

Tangible assets, period-end(2)(3)

 

(J)

 

3,784

 

3,583

 

3,598

3641

Table of Contents

At or For The Years Ended December 31, 

At or For The Years Ended December 31, 

Calculations

    

2021

    

2020

    

2019

Calculations

2022

    

2021

    

2020

(in thousands)

 

  

 

  

Common shares outstanding, period-end

 

(K)

15,001

14,916

15,558

 

(K)

15,083

 

15,001

14,916

Average diluted shares outstanding

 

(L)

15,045

15,272

15,587

 

(L)

15,112

 

15,045

15,272

Adjusted earnings per share, diluted(2)

 

(A/L)

$

2.72

$

2.28

$

1.91

 

(A/L)

$

2.89

$

2.72

$

2.28

Tangible book value per share, period-end(8)(2)

 

(I/K)

19.86

18.77

17.30

 

(I/K)

17.78

 

19.86

18.77

Securities adjustment, net of tax(1)(4)

 

(M)

1,985

10,023

5,549

 

(M)

(55,246)

 

1,985

10,023

Tangible book value per share, excluding securities adjustment(8)(4)

 

(I+M)/K

19.73

18.09

16.94

 

(I+M)/K

21.44

 

19.73

18.09

Total tangible shareholders' equity/total tangible assets(8)(2)

 

(I/J)

8.32

7.78

7.60

 

(I/J)

7.09

 

8.32

7.78

Performance ratios(5)

Return on assets

  

1.06

%

0.88

%

0.62

%

  

1.16

%  

1.06

%

0.88

%

Adjusted return on assets(2)

(A/F)

1.10

0.93

0.82

(A/F)

1.17

1.10

0.93

Pre-tax, pre-provision return on assets

1.27

1.26

0.80

1.54

1.27

1.26

Adjusted pre-tax, pre-provision return on assets (2)

(U/F)

1.33

1.31

1.06

(U/F)

1.49

1.33

1.31

Return on equity(8)

  

9.50

8.29

5.82

  

10.91

9.50

8.29

Adjusted return on equity(8)(2)

(A/G)

9.87

8.68

7.65

(A/G)

10.96

9.87

8.68

Return on tangible equity(8)

13.92

12.45

8.32

16.20

13.92

12.45

Adjusted return on tangible equity(8)(2)

(A+Q)/H

14.46

13.02

10.86

(A+Q)/H

16.26

14.46

13.02

Efficiency ratio(2)(6)

(D-O-Q)/(C+N)

61.29

61.71

64.95

Efficiency ratio(1)(2)(6)

(D-O-Q)/(C+N)

59.26

61.29

61.71

Net interest margin

(B+P)/E

2.88

2.97

2.77

(B+P)/E

3.36

2.88

2.97

Adjusted net interest margin(7)(2)

(B+P-T-V)/S

2.93

3.01

2.77

(B+P-T)/S

3.35

2.93

2.76

Supplementary data (in thousands)

  

  

  

  

  

  

  

  

Taxable equivalent adjustment for efficiency ratio

(N)

$

2,330

$

2,477

$

2,692

(N)

$

2,020

$

2,330

$

2,477

Franchise taxes included in non-interest expense

(O)

528

477

469

(O)

583

528

477

Tax equivalent adjustment for net interest margin

(P)

1,653

1,853

2,048

(P)

1,398

1,653

1,853

Intangible amortization

(Q)

940

1,024

861

(Q)

932

940

1,024

Interest and fees on PPP loans

(T)

6,039

4,569

(T)

223

6,039

4,569

Interest and fees on interest-earning deposits with other banks

(V)

333

131

(V)

769

333

131

(1)Assumes2022 assumes a marginal tax rate of 23.53% for the fourth quarter and 23.41% for the first three quarters. 2021 assumes a marginal tax rate of 23.41% for the fourth quarter and 23.71% in 2021 and 2020, 23.87% in 2019.for the first three quarters.

2020 assumes a marginal tax rate of 23.71% for the fourth quarter and 23.87% for the first three quarters.

(2)Non-GAAP financial measure.
(3)Tangible shareholders’ equity is computed by taking total shareholders’ equity less the intangible assets at period-end. Tangible assets isare computed by taking total assets less the intangible assets at period-end.
(4)Securities adjustment, net of tax represents the total unrealized (loss) gain on securities recorded on the Company’s consolidated balance sheets within total common shareholders’ equity.
(5)All performance ratios are based on average balance sheet amounts, where applicable.
(6)Efficiency ratio is computed by using adjusted non-interest expense net of franchise taxes and intangible amortization divided by adjusted revenue tax effected for tax-advantaged assets using a marginal tax rate of 23.71% in 2021 and 2020, and 23.87% in 2019.
(7)assets. Adjusted net interest margin excludes Paycheck Protection ProgramPPP loans and interest-earning deposits with other banks.
(8)Prior period has been revised, see Note 1 – Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

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EXECUTIVE OVERVIEW

Bar Harbor Bankshares recorded 2021 net income of $39 million, or $2.61 per diluted share, compared to $33 million, or $2.18 per diluted share, in 2020. Adjusted income (non-GAAP measure) in 2021 was $41 million, or $2.72 per diluted share, and $35 million, or $2.28 per diluted share, for the same period of 2020.  The Company’s return on assets ratio was 1.06% for 2021, up from 0.88% in the prior year.  

Net interest margin (NIM) was 2.88% for 2021 compared with 2.97% in 2020. Excluding the effects of PPP fee acceleration, excess cash, and one-time items, adjusted NIM was 2.93% in 2021 compared to 3.01% in 2020.  At year-end 2021, the Company had approximately $200 thousand of remaining PPP deferred fees which are expected to be amortized to the margin in 2022.  The Company saw a leveling of NIM in the second quarter 2021, which was contributed growth in non-maturity deposits, and maturities of wholesale funding that were not replaced.  NIM continued to stabilize in the second half of 2021 due to the execution of several delever and security remix strategies.  Also as result, the Company’s cost of interest-bearing liabilities steadily dropped to 59 basis points in 2021 from 96 basis points during 2020.

In 2021, the Company prepaid $159 million of FHLB borrowings and sold $63 million of securities to offset prepayment penalties, which were replaced with relatively short-lived securities with an average duration of approximately 4 years. The transactions took place in the second half of 2021 and the net result is expected to be fully accretive to NIM and earnings per share starting in 2022.

Non-maturity deposits increased 19% during 2021 due to a significant amount of accounts were opened as new relationships were built and relationships with existing customers deepened. Wholesale funding has decreased to 4% of total funding, down from 18% at year-end 2020. Non-maturity deposit reliance continues to expand, funding earning asset growth with a much more stabilized cost if rates do go up. At year-end 2021, $114 million of wholesale funding remains, which represent longer durations or have associated hedges.

The Company continues to focus on profitability and fee-based revenue remains a priority. The growth seen during this past year has contributed to the expansion of the Company’s key performance metrics, while further enhancing the diversity and strength of revenue streams.  Wealth management and customer service fees in 2021 increased 15% over the prior year, given a 13% increase in assets under management and significant increase in non-maturity deposits. The Wealth Management division continues to deliver a strong performance from both a customer and shareholder perspective.  Customer service revenue benefits from the increase in non-maturity deposits along with adjustments made to product fee schedules based on peer review studies performed in late 2020.  Mortgage banking income benefited from higher secondary market loan sales in 2021, which also accounts for the decrease in residential loans as production was selectively moved between on-balance sheet and held for sale throughout the year.

Commercial real estate loans in 2021 grew 12% over the prior year driven by a balanced mix of new and existing customers that are proven operators and are strong relationships of the Bank. Similarly, the growth in commercial and industrial loans of 5%, excluding paycheck protection program (PPP) loans, came from new and existing customers and represented a variety of industries. Looking forward, the Company’s loan pipelines remain robust and it is seeing momentum continuing into the first quarter of 2022.

The Company adopted CECL effective January 1, 2021, which increased the allowance for credit losses (ACL) by $5.2 million and reserve for unfunded commitments by $1.6 million. Upon adoption, the coverage ratio of ACL to total loans increased to 0.94% from 0.76% in the fourth quarter of 2020, excluding PPP loans.  The provision for credit losses for 2021 was a credit of $1.3 million compared with expense of $5.6 million in 2020.  Steady improvements in   macroeconomic expectations, lower specific reserves along with relative flat growth in total loans contributed to the benefit in 2021.

The Company continues to build long term shareholder value while providing a favorable dividend rate relative to other community banks. The Company’s return on equity for 2021 rose to 9.50% from 8.29% in 2020.  Credit metrics remained strong and stable throughout 2021.  Non-performing loans continue to decline across all categories on a quarterly and year-over- year basis.   There was also noteworthy reduction of criticized loans, down to 3% from 4% at year-end 2020. Moving into 2022, all of these trends are positive and are expected to continue based on the Company’s credit discipline.

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In early 2021, the Company performed an intensive review of non-interest expense leveraging a strategic third-party partner. The goal of the review was to identify normalized expense run-rates that are optimal for the Company’s current size and footprint, and establish sustainable run-rates that allow for revenue growth in the future.  Results of the study reduced salary and benefit expense by $2.3 million in 2021 and $3.0 million is expected to be fully realized in 2022.

The Company was named by Newsweek Magazine as one of "America's Best Banks." Best Bank winners were selected from over 2,500 financial institutions and assessed on more than 30 separate factors including the overall health of the bank, customer service performance and features, digital and branch presence, account and loan options, interest rate offerings, and fees.

COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 20212022 AND 20202021

Cash and cash equivalents

Total cash and cash equivalents at the end of 2021December 31, 2022 were $250$92.3 million, compared to $226$250.3 million at December 31, 2020.2021. Interest-earning cash held with other banks totaled $217 million compared to $198$52.4 million at year-end 20202022 compared to $216.9 million at year end 2021 carrying a yield of 1.07% in 2022 versus 0.15% in both periods.2021. The increasedecrease in cash reflects loan growth on relatively flat deposit balances reflects the growth in non-maturity deposits.on a year-over-year basis.

Securities

Securities totaled $626 million at the end of 2021 and $599$574.4 million at year-end 2020 representing 17%2022 and 16% of total assets, respectively.$625.7 million at year-end 2021.  During 20212022, security purchases totaled $250$109.0 million and were offset by $93$7.1 million of sales $112and $73.7 million of maturities, calls and pay-downs of amortizing securitiessecurities. There were $11.0 million of purchases and a $7$3.5 million reduction in sales of FHLB stock.  The majority ofstock during the sales were made in connection with the Company’s balance sheet delever and security remix strategies in the third and fourth quarters of 2021.year.  Fair value adjustments decreased the security portfolio by $10$71.8 million in 20212022 compared to an increase $5.8a $2.8 million during 2020.unrealized gain in 2021. Unrealized gains decreasedshifted to loss position in 20212022 due to sales and changes in the long-term treasury yield curve. The weighted average yield of the Company's securities portfolio was 2.63%2.99% as of December 31, 20212022 compared to 3.20%2.63% at year-end 2020.2021. At the end of 20212022, our securities held by the Companyportfolio had an average life of 9.4 years with an effective duration of 5.0 compared to an average life of 5.3 years with an effective duration of 4.21 years compared to 4.8 years and 4.34.2 years at the end of 2020, respectively.2021. The extension of duration during 2022 was driven by the increase in rates. All securities remain classified as available for sale to provide flexibility in loan funding and management of our cost of funds.

Loans

In 2021 total loans decreasedLoans increased by $31$370.8 million from year-end 2020.2021 or 15%.  The decreaseincrease was the net result of the Company’s strategy to grow its commercial portfoliosportfolios. Total commercial loans were $1.8 billion growing 19% in 2022 and sell the majority of its residential loan originations in the secondary market. Commercial loans grew 10% in 2021 when excluding PPP loans, which was driven mostly from new relationships in commercial real estate fixed-rate products. Commercial real estate and commercial and industrial loans, excluding PPP, increased 12% and 5% in 2021, respectively PPP loans totaled $6.7 million at quarter-end, consisting of $6.6 million from 2021 and $104 thousand from 2020, and were $53.8 million at year-end 2020. COVID loan modifications were zero, down from $68.6 million at year-end 2020, as all modified loans have resumed normal payment schedules .TotalTotal residential loans decreased $103increased 3% or $25.5 million from year-end 2020, which includes $173 million of2021, as we placed more originations recorded on the balance sheet and $275 millioninstead of prepayments/amortization.selling into the secondary market. Residential loan origination volume in 2022 is significantly down as compared to the respective period of 2021 on lower refinancing activity due to increasing market rates.

Allowance for Credit Losses

The ACL was $22.7$25.9 million at the end of 20212022 compared to $19.0$22.7 million at year-end 2020.2021. The increase is primarily due to the Company’s adoption of CECL as of January 1, 2021, which increased the ACL by $5.2 million and for unfunded commitment reserves by $1.6 million.  Unfunded commitment reserves are recorded in other liabilities.  Since adoption the ACL hasloan portfolio growth.  Non-accruing loans decreased due to improved economic forecasts and lower reserves on specific loans offset by changes in loan mix.

Net charge-offs totaled $290 thousand in 2021, down from $1.9$6.5 million, or 0.07%0.23% of total average loans in 2020. Non-accruing loans improved toat the end of 2022 from $10.2 million or 0.40% of total loans at the end of 2021 from $12.2 million or 0.48% of total loans at year-end 2020.  The allowance credit losses to total loans ratio was 0.90% at the end of 2021 compared to 0.74% at year-end 2021. The ratio of allowance for credit lossesaccruing past due loans to non-accrualtotal loans increasedimproved to 223%0.09% of total loans from 157% at year-end 2020.  Increases0.32%. Total delinquent and non-accruing loans as percentage of total improved to 0.32% from 0.72%. Net charge-offs continue to be historically low with a net recovery of $238 thousand in both credit quality ratios is primarily the result2022 compared to a net charge-off of the CECL implementation at the beginning of 2021 offset by improvement$209 thousand in economic forecasts throughout the year.  2021.

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Other Assets

Total other assets were $318increased $47.8 million to $366 million at the end of 2021 compared to $331December 31, 2022 from $318 million as of December 31, 2020.2021. The decreaseincrease is primarily fromattributed to a $15 million decrease in the fair value in customer loan and municipal security derivatives offset by $2.2$10.1 million increase in community limited partnership investments. Additionally,investments, and a $16.2 million increase in the asset position of the derivative balances and deferred taxes have been restatedhedging instruments.  Deferred tax assets, net, increased $18.9 million as of December 31, 2022 compared to 2021 driven by the unrealized loss position in the securities available for prior periods as described in Note 1 Summary of Significant Accounting policies.

sale portfolio.

Deposits and Borrowings

Total deposits were $3.0 billion at the end of 2021 compared to $2.9 billion at year-end 2020.2022 and 2021. Non-maturity deposits increased $415$97.0 million in 2021,2022, or 19%4% due to growth in new accounts with over 4,8842,460 new customer relationships added. Growth in non-maturity deposits in 2021 and the prepayment of $159 million in FHLB borrowings resulted in a reduction of wholesale funding as a percentage of total funding to 4% from 18% at year-end 2020.accounts opened. Time deposits decreased $273$102.1 million to $426$323.4 million at year-end 2021 as2022 versus $425.5 million in 2021.  $178 million of brokered deposits matured in of 2021 and were not replaced due to excess liquidity. Retail time deposits decreased $63.1$63.0 million as customers moved funds to transactional accounts upon contractual maturity. Total borrowings decreasedincreased by $157$215.6 million at December 31, 2022 primarily from the aforementioned delever strategy.due to funding loan growth opportunities.

Derivative Financial Instruments and Other Liabilities

The notional balance of derivative financial instruments increased to $944Other liabilities totaled $78.7 million at yearthe end 2021 from $877of 2022 compared to $58.0 million as of December 31, 2021. The $20.7 million increase primarily reflects a $10.1 million increase in the prior year. Thecapital commitments on limited partnership investments, a

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$6.4 million net increase is principallyin customer loan swaps, and a $4.2 million variable rate loan hedge increase due to a $50.0 million new hedge on variable rate loans tiedhigher interest rates compared to one-month LIBOR.2021. The net fair value of all derivatives was a liabilityan asset of $1.1$4.8 million at the end of 20212022 compared to $5.5a $1.1 million liability at year-end 2020.2021. The reductionincrease in net derivative fair values reflects the rise in long-term interest rates. Additionally, derivative balances have been restated for prior periods as described in Note 1 – Summary of Significant Accounting Policies.

Other liabilities totaled $58 millionUnused credit lines grew at the end of 2021 compared to $752022 increasing reserves by $1.7 million, as of December 31, 2020. The decrease primarily reflects a $12 million increasewhich are also recorded in the customer loan derivatives and a $2.5 million wholesale hedge valuations on higher interest rates compared to 2020.other liabilities.

Equity

Total equity was $424 million, compared with $407$393.5 million at year-end 2020. The Company’s book2022, compared with $424.1 million at year-end 2021. Book value per share was $28.27$26.09 as of December 31, 20212022 compared with $27.29$28.27 at December 31, 2020.2021. Equity included net unrealized gainslosses on securities, derivative and pension revaluations, net of tax, and totaling $2.3a $58.3 million loss at the end of 20212022 compared to $6.7a $2.3 million gain at year-end 2020. Equity was reduced by $5.2 million due to the Company’s CECL adoption in the first quarter 2021. Additionally, accumulated other comprehensive income has been restated for prior periods as described in Note 1 – Summary of Significant Accounting Policies.  The Company evaluates changes in tangible book value, a non-GAAP financial measure that is a commonly used valuation metric in the investment community, which parallels some regulatory capital measures.  Tangible book value per share increased to $19.86 per share at year-end 2021, up from $18.77 per share at year-end 2020.

During 20212022 and 2020,2021, the Company declared and distributed regular cash dividends on its common stock in the aggregate amounts of $14 million and $13$15.3 million, respectively.  The Company’s 20212022 dividend payout ratio amounted to 36%35%, compared with 40%36% in 2020.2021.  Total cash dividends paid in 20212022 was $0.94$1.02 per common share of stock, compared with $0.88 in 2020.2021.

On April 20, 2021, the Company’s Board of Directors authorized a share repurchase plan (the “Plan”). Under the terms of the Plan, the Company is authorized to repurchase up to 5% of its outstanding common stock, representing approximately 747,000 shares.  The Plan is authorized for twelve months expiring on March 31, 2022 and authorized based on the strength of the Company’s balance sheet and capital position, and the Company’s belief in the intrinsic value of the Company’s common stock.  Given the current market for bank stock prices, the Company believes this program is another tool to enhance long-term shareholder value.  

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The Company and the Bank remained well-capitalized under regulatory guidelines at period end as further described in Note 12 – Shareholders’ Equity and Earnings Per Common Share on the Consolidated Financial Statements.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 20212022 AND 20202021

Net Interest Income

Net interest income for 20212022 was $96$113.7 million compared with $99$95.6 million in 2020.2021. The net interest margin was 2.88%3.36% in 20212022 compared to 2.97%2.88% in the prior year. The 20212022 adjusted net interest margin (non-GAAP measure), which excludes PPP loans and excess cash was 3.35% versus 2.93% compared to 3.01% for 2020.in 2021. Acceleration of PPP loan fee amortization due to forgiveness contributed 141 basis pointspoint to NIM in 20212022 and 414 basis points in the same period of 2020. Interest-bearing2021. Interest-earning cash balances, held mostly at the Federal Reserve Bank, reduced NIM by 195 basis points in the year and 819 basis points in 2020.2021. The yield on earning assets totaled 3.33%3.73% compared to 3.87%3.33% in 2020.2021. Excluding the impact of PPP and excess cash, the yield on earning assets totaled 3.42%3.79% and 3.97%3.42% for the same periods. The decrease was primarily due to lower yields on loans which the Company feels are near-bottom at year-end 2021. The yield on loans was 3.98% in 2022 and 3.78% in 2021 and 4.16% in 2020.2021. Excluding PPP loans the yield on loans was 3.97% in 2022, and 3.62% in 2021, and 4.15% in 2020.2021. Costs of interest-bearing liabilities decreased to 0.52% from 0.59% from 0.96% in 20202021 due to increaseddecreased core deposit levels loweroffset by increased deposit rates and reduced wholesale borrowings.rates.

Provision for Credit Losses

The provision in 20212022 was a $2.9 million expense versus a recapture of $1.3 million comparedin 2021. The expense is primarily attributed to the 15% loan growth in 2022. Overall credit quality remains strong and expense of $5.6 millioncredit quality metrics improved with decreases in 2020.non-accruing and past due loans.  The benefit in 2021 is primarily due to thea partial recapture of the dayDay 1 CECL allowance that was established January 1, 2021 given steady improvements in most macroeconomic drivers to the ACL.  The provision also benefited from lower net charge-offs of $209 thousand in 2021 compared to $1.9 million in 2020. Overall credit quality remains strong and credit quality metrics improved with decreases in non-accruing and past due loans.ACL during that year.    

Non-Interest Income

Non-interest income in 20212022 was $42$35.3 million compared to $43$42.3 million in 2020. The net change reflects an increase in fee income from operations offset by decreased gains on sales of securities. Non-interest income excluding gains on sales of securities increased 5% over the prior year.2021.  Trust management fees were $15$14.6 million in 2022 compared to $13 million$15.2 in 2020 driven by higher2021 due to lower market valuation of assets under management of $2.5(“AUM”).  While assets under management were $2.3 billion compared to $2.3$2.5 billion in 2020.2021, we added more than $132 million of new account balances.  We believe that we have a strong wealth management group and are well positioned to realize an organic lift as market valuations return.  Customer service fees increased 17%12% to $13$14.8 million in 2021,2022 due to higher transaction volumes associated with 3,3742,460 net new core deposit accounts that opened during the year.  The Company sold securities resulting in gains of $53 thousand in 2022 compared to $2.9 million during 2021 as part of its delever and security remix strategies.2021.  Mortgage banking activities contributedincome decreased to $1.6 million from $6.5 million in 2021 primarily driven by the rate environment and $6.9 million in 2020. The Company took advantage of volatility in the yield curve in 2021 and put residential mortgages on the balance sheet when rates were higher and sold loans in the secondary market when rates were low.lower loan sales.

Non-Interest Expense

Non-interest expense was $91$91.3 million in 20212022 compared to $95$90.5 million in 2020.   The decrease is principally due to lower salary and benefit costs as well as decreased non-recurring expenses.2021. Salaries and benefits expense decreasedincreased $1.5 million to $47 million compared to $49$48.7 million in 2020, the decrease is primarily2022 due to the reductiona $1.5 million increase in incentive accruals on stronger performance metrics and a $1.5 million decrease in deferred loan origination costs driven by lower residential loan volume.  Those additional costs in 2022 were offset in part by a $767 thousand benefit from the aforementioned expense study in early 2021 offset by higher employee incentive accruals. The decrease also reflects full-time equivalentsrevaluation of 489 compared to 531 in 2020. Non-recurring expenses in 2021 totaled $4.9 million and were mostly made up of the $2.9 million prepayment penalty on debt extinguishment. In 2020 non-recurring expenses totaled $7.5 million and included a loss on debt extinguishment and costs to consolidate wealth management systems. The efficiency ratio for 2021was 61.29% compared to 61.71% in 2020.post-retirement plan

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Income Tax Expense

Income tax expense was $9.3 million forliabilities as discount rates increased throughout the year, ended December 31, 2021, compared with $8.4and $539 thousand in savings from employee insurance and other benefit plans.

The provision for credit losses on unfunded commitments increased $1.6 million for the year ended December 31, 2020.  The effective tax rate decreaseddue to 19.2% in 2021 from 20.2% in 2020 primarily from a shifthigher commercial construction unused lines of business to the state of Maine, which has a lower tax rate compared with other jurisdictions.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Net Interest Income

Net interest income for 2020 was $99 million compared with $90credit.  Other expenses increased $1.7 million in 2019 primarily2022 due to a lower cost of funds resulting from increased liquidity from growth$352 thousand one-time charitable contribution and a $1.4 million increase in non-maturity deposits.various operating expenses including travel, software and statement processing and postage.  The net interest margin expanded to 2.97%increases were offset with a $4.1 million decrease in 2020non-recurring expenses.  Non-recurring expenses in 2022 were mostly contract renegotiation costs totaling $267 thousand compared to 2.77%$4.9 million in the prior year.  Purchase loan accretion contributed 11 and 10 basis points to the margin in 2020 and 2019, respectively.   Cost of deposits and borrowings also benefited from the Federal Reserve rate cuts in 2020 and changes in other key indexes in response to the pandemic.  In total cost of funds decreased 65 basis points to 0.96% compared to 1.61% in 2019 due to the shift in funding sources to core deposits.  Total interest-bearing deposit rates improved to 0.78% compared to 1.27% in 2019 from growth in core deposits and reductions in time deposits during 2020.   Borrowing costs improved to 1.75% from 2.61% in 2019, on reduced borrowing levels and interest rates.

The yield on earning assets was 3.87% compared to 4.14% in 2019 reflecting loan originations and repricing of variable rate products in a lower interest rate environment. Both securities yields and loan yields dropped 22 basis points to 3.20% and 4.16%, respectively for 2020. The 2020 adjusted net interest margin (non-GAAP measure), which excludes PPP loans was 2.93% compared to 2.77% for 2019,2021 which included a drag of 16 basis points$2.9 million prepayment penalty on debt extinguishment and one basis point, respectively from excess liquidity reflected in interest-bearing deposits with other banks.

Loan Loss Provision

The provision was $6$1.4 million in 2020 compared to $2 millionreduction in 2019. Credit quality metrics improved with decreases in non-accruing and past due loans.  Overall credit quality remains strong, the increase in the provision is indicative of commercial loan growth and higher economic adjustments reflecting elevated risk from COVID-19.workforce expenses.

Non-Interest Income

Non-interest income in 2020 increased to $43 million from $29 million in 2019 driven primarily by increases in mortgage banking income and gains on sold securities.  The $5 million increase in mortgage banking income is associated with secondary market sales of $223 million compared to $63 million in 2019.  The Company took advantage of unrealized gains in the securities portfolio in 2020 by selling certain investments for a net gain of $5 million.  Customer loan derivative income also contributed to non-interest income as demand for these products remained strong within the commercial loan pipeline throughout the year.  Customer services fees increased by over $1 million to $11 million resulting from expanded operations into Central Maine offset by impacts of the pandemic on these services. Wealth management income grew over $1 million to $13 million in 2020. The increase reflects a full year of having assets under management acquired in the fourth quarter of 2019 totaling $218 million.

Non-Interest Expense

Non-interest expense was $95 million in 2020 compared to $90 million in 2019.  The increase is primarily a result of a $4 million higher salary and benefit expense due to the expanded branch model and wealth management business.  Salary and benefit expense was also impacted by larger accruals for incentives on improved performance metrics and post-retirement plan costs based on lower discount rates.  Additionally, occupancy and equipment costs increased by $3 million based on the expanded footprint in central Maine.  Operating expenses remained controlled as the efficiency ratio (non-GAAP) improved to 61.71% in 2020 from 64.95% in 2019.  Non-recurring expenses in 2020 primarily consisted of a $4 million loss on termination of a $50.0 million swap on wholesale borrowings and a $1 million loss on extinguishment of debt on longer-term and higher cost FHLB borrowings. The remaining represents costs for profitability initiatives including trust system conversion and consolidation.  Non-recurring expenses in 2019 included a $3 million loss on interest rate cap terminations, $3 million related to the branch acquisition, and $2 million related to branch optimization and other strategic initiatives.

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Income Tax Expense

Income tax expense was $8$11.3 million for the year ended December 31, 2020,2022, compared with $4$9.3 million for the year ended December 31, 2019.2021. The effective tax rate increased to 20.2%20.6% in 20202022 from 15.7%19.2% in 2019, reflecting the2021 due to a higher levelproportion of taxable income and lower level of non-tax advantaged income in 2020.  This reflects higher income in 2020revenue from the Company’s expanded customer base in the state of Maine along with higher core deposits that carry a lower cost of funds.non-exempt sources.

LIQUIDITY AND CASH FLOWS

Liquidity is measured by the Company’s ability to meet short-term cash needs at a reasonable cost or minimal loss. The Company seeks to obtain favorableFavorable sources of liabilities andare sought to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands. Besides serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer initiated needs. Many factors affect the Company’s ability to meet liquidity needs, including variations in the markets served by its network of offices, its mix of assets and liabilities, reputation and credit standing in the marketplace, and general economic conditions.

The Bankliquidity position is actively manages its liquidity positionmanaged through target ratios established under its Asset Liability Management Policy.our liquidity and funding policy. Continual monitoring of these ratios, by using historical data and through forecasts under multiple rate and stress scenarios, allows the Bankability to employ strategies necessary to maintain adequate liquidity. The Bank’s policy is to maintain a liquidity position of at least 8% of total assets. A portion of the Bank’s deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the Bank’s liquidity position tightens.

The Bank maintains aA liquidity contingency plan is approved by the Bank’s Board of Directors. This plan addresses the steps that would be taken in the event of a liquidity crisis, and identifies other sources of liquidity available to the Company. Company managementManagement believes that the level of liquidity is sufficient to meet current and future funding requirements. However, changes in economic conditions, including consumer savings habits and availability or access to the brokered deposit market could potentially have a significant impact on the Company’s liquidity position.

The Company believes the existing cash and cash equivalents (including an interest-bearing deposit at the FRB Boston), securities available for sale and cash flows from operating activities will be sufficient to meet anticipated cash needs for at least the next twelve12 months. Future working capital needs will depend on many factors, including the rate of business and revenue growth. To the extent cash and cash equivalents, securities available for sale and cash flows from operating activities are insufficient to fund future activities, the Company may need to raise additional funds through debt arrangements or public or private debt or equity financings.financings may be utilized. The Company also may need to raise additional funds may be needed in the event it is determined in the future to effect one or more acquisitions of banks or businesses. If additional funding is required, the Companywe may not be able to obtain debt arrangements or to effect an equity or debt financing on terms acceptable to the Company or at all.

Capital Resources

Consistent with itsour long-term goal of operating a sound and profitable organization, at December 31, 2021, the Company maintained its strong capital position and continued2022, we continue to be a “well-capitalized” financial institution according to applicable regulatory standards. Management believes this to be vital in promoting depositor and investor confidence and providing a solid foundation for future growth.

The Company’s liquidity position remains strong. At December 31, 2021,2022, available same-day liquidity totaled approximately $1.2$1.0 billion, including cash, borrowing capacity at FHLB and the Federal Reserve Discount Window and various lines of credit. Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from the Company's amortizing securities and loan portfolios. The Company hadWe have unused borrowing capacity at the FHLB of $472$275 million, unused borrowing capacity at the Federal Reserve of $65

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$90 million and unused lines of credit totaling $51 million, in addition to over $200 million in unencumbered, liquid investment portfolio assets. The Company has also utilized the Federal Reserve's Paycheck Protection Program Liquidity Facility to provide liquidity to fund PPP loans.

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Purchase Obligations

In the normal course of conducting itsour banking and financial services business, and in connection with providing products and services to itsour customers, the Company has entered into a variety of traditional third-party contracts for support services.services have been entered into. Examples of such contractual agreements include, but are not limited to: services providing core banking systems, ATM and debit card processing, trust services software, accounting software and the leasing of T-1 telecommunication lines and other technology infrastructure supporting the Company’sour network.  These types of purchase obligations that will come due during 20222023 totaled $4.4$7.7 million as of December 31, 20212022 which is expected to be funded by cash flows generated from our operations.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

Please refer to the notes on Recently Adopted Accounting Principles and Future Application of Accounting Pronouncements in Note 1 – Summary of Significant Accounting Policies of the Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Note 1 – Summary of Significant Accounting Policies to the Company's Auditedour audited Consolidated Financial Statements for the year ended December 31, 20212022 contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the consolidated statements of financial condition at estimated fair value or the lower of cost or estimated fair value. Policies with respect to the methodology used to determine the allowance for credit losses is a critical accounting policy and estimate because of its importance to the presentation of the Company'sour financial condition and results of operations. The critical accounting policy involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition.

Allowance for credit losses on loans.

Effective January 1, 2021, the Company adopted CECL, which replaced the incurred loss allowance methodology with an expected loss allowance methodology. See Note 1– Summary of Significant Accounting Policiesloans (the “allowance”). and Note 3 – Loans and Allowance for Credit Losses to the consolidated financial statements for information about CECL adoption, areas of judgment and methodologies used in establishing the allowance.

The allowance is sensitive to a number of internal factors, such as modifications in the mix and level of loan balances outstanding, portfolio performance and assigned risk ratings. The allowance is also sensitive to external factors such as the general health of the economy, as evidenced by changes in unemployment rates, home pricing index, gross domestic product, retail sales multi-housing starts and changes in commercial real estate values. The Company considersWe consider these variables and all other available information when establishing the final level of the allowance. These variables and others have the ability to result in actual loan losses that differ from the originally estimated amounts.

Changes in the factors used by management to determine the appropriateness of the allowance or the availability of new information could cause the allowance to be increased or decreased in future periods. Additionally, changes in circumstances related to individually large credits, or certain macroeconomic forecast assumptions may result in volatility.

It is difficult to estimate how potential changes in any one economic factor might affect the overall allowance because a wide variety of factors and inputs are considered in the allowance estimate. Changes in the factors and inputs may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. However, to consider the impact of a hypothetical stressed forecast, the Companywe estimated the allowance using forecast inputs that were severely unfavorable to the expected scenario for each macroeconomic variable. This unfavorable scenario resulted in an allowance that is approximately $8.8$8.0 million higher than the allowance using the expected scenario.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. Interest rate risk is the most significant market risk affecting the Company. Other types of market risk do not arise in the normal course of the Company’sour business activities.

The responsibility for interest rate risk management oversight is the function of the Bank’s Asset and Liability Committee (“ALCO”), chaired by the Chief Financial Officer and composed of various members of senior management. ALCO meets regularly to review balance sheet structure, formulate strategies in light of current and expected economic conditions, adjust product prices as necessary, implement policy, monitor liquidity, and review performance against guidelines established to control exposure to the various types of inherent risk.

Interest Rate Risk:

Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bank's net interest income. Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow characteristics of assets and liabilities. Management'sManagement’s objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the Bank'sBank’s balance sheet. The objectives in managing the Bank's balance sheet are to preserve the sensitivity of net interest income to actual or potential changes in interest rates, and to enhance profitability through strategies that promote sufficient reward for understood and controlled risk.

The Bank's interest rate risk measurement and management techniques incorporate the re-pricing and cash flow attributes of balance sheet and off-balance sheet instruments as each relate to current and potential changes in interest rates. The level of interest rate risk, measured in terms of the potential future effect on net interest income, is determined through the use of modeling and other techniques under multiple interest rate scenarios. Interest rate risk is evaluated in depth on a quarterly basis and reviewed by ALCO and the Company’s Board of Directors.

The Bank's Asset Liability Management Policy, approved annually by the Bank’s Board of Directors, establishes interest rate risk limits in terms of variability of net interest income under rising, flat, and decreasing rate scenarios. It is the role of the ALCO to evaluate the overall risk profile and to determine actions to maintain and achieve a posture consistent with policy guidelines.

Interest Rate Sensitivity Modeling:

The Bank utilizes anAn interest rate risk model widely recognized in the financial industry is used to monitor and measure interest rate risk. The model simulates the behavior of interest income and expense for all balance sheet and off-balance sheet instruments, under different interest rate scenarios together with a dynamic future balance sheet. Interest rate risk is measured in terms of potential changes in net interest income based upon shifts in the yield curve.

The interest rate risk sensitivity model requires that assets and liabilities be broken down into components as to fixed, variable, and adjustable interest rates, as well as other homogeneous groupings, which are segregated as to maturity and type of instrument. The model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. The model uses contractual re-pricing dates for variable products, contractual maturities for fixed rate products, and product-specific assumptions for deposit accounts, such as money market accounts, that are subject to re-pricing based on current market conditions. Re-pricing margins are also determined for adjustable rate assets and incorporated in the model. Investment securities and borrowings with option provisions are examined on an individual basis in each rate environment to estimate the likelihood of exercise. Prepayment assumptions for mortgage loans are calibrated using specific Bank experience while mortgage-backed securities are developed from industry standard models of prepayment speeds, based upon similar coupon ranges and degree of seasoning. Cash flows and maturities are then determined, and for certain assets, prepayment assumptions are estimated under different interest rate scenarios. Interest income and interest expense are then simulated under several hypothetical interest rate conditions.

The simulation models a parallel and pro rata shift in rates over a 12-month period. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual “rate ramp” and a “rate shock” have on earnings

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expectations. Our net interest income sensitivity analysis reflects changes to net interest income assuming no balance sheet

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growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the simulation horizon. Changes in net interest income based upon these simulations are measured against the flat interest rate scenario.

In 2020, behavioral assumptions regarding both core deposits and residential loans were modified to incorporate the results of a third party model to better reflect the Bank’s unique position and geographic footprint. As of December 31, 2021,2022, interest rate sensitivity modeling results indicate that the Bank’s balance sheet was asset sensitive over the one- and two-year horizons.

The following table presents the changes in sensitivities on net interest income for the years ended December 31, 20212022 and 2020:2021:

Change in Interest Rates-Basis Points (Rate Ramp)

1 - 12 Months

13 - 24 Months

 

1 - 12 Months

13 - 24 Months

 

(in thousands, except ratios)

$ Change

% Change

$ Change

% Change

 

$ Change

% Change

$ Change

% Change

 

At December 31, 2022

    

  

    

  

    

  

    

  

-200

$

(6,183)

(4.3)

%

$

(19,692)

(12.8)

%

-100

(2,261)

(1.6)

(7,954)

(5.2)

+100

1,704

1.2

5,583

3.6

+200

 

3,253

2.3

10,627

6.9

At December 31, 2021

    

  

    

  

    

  

    

  

 

  

 

  

 

 

  

-100

$

(1,939)

(2.0)

%

$

(5,945)

(6.4)

%

 

(1,939)

 

(2.0)

(5,945)

 

(6.4)

+100

4,545

4.8

11,492

12.4

+200

 

9,413

10.0

22,220

24.0

 

9,413

 

9.9

 

22,220

 

23.9

At December 31, 2020

 

  

 

  

 

 

  

-100

 

(2,368)

 

(2.6)

(5,849)

 

(6.6)

+200

 

7,080

 

7.7

 

19,812

 

22.2

Assuming short-term and long-term interest rates decline 100 to 200 basis points from current levels (i.e., a parallel yield curve shift) and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will deteriorate over the one year horizon while deteriorating further from that level over the two-year horizon.

Assuming the Bank’s balance sheet structure and size remain at current levels and the Federal Reserve increases short-term interest rates by 100 to 200 basis points with the balance of the yield curve shifting in parallel with these increases, management believes net interest income will improve over both the one and two-year horizons.

As compared to December 31, 2020,2021, sensitivity to rate movements has decreased as the down 100 basis points scenario is improved in both years 1 and 2.  In the up 200 basis points scenario, results are also improved onbank has incrementally shifted to a year-over-year basis.less asset sensitive position.

The preceding 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: the nature and timing of interest rate levels and yield curve shape, prepayment speeds on loans and securities, deposit rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows, and renegotiated loan terms with borrowers. While assumptions are developed based upon current economic and local market conditions, the Companywe cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.

As market conditions vary from those assumed in the sensitivity analysis, actual results may also differ due to: prepayment and refinancing levels deviating from those assumed; the impact of interest rate changes, caps or floors on adjustable rate assets; the potential effect of changing debt service levels on customers with adjustable rate loans; depositor early withdrawals and product preference changes; and other such variables. The sensitivity analysis also does not reflect additional actions that the Bank’s Senior Executive Teamsenior executive team and Board of Directors might take in responding to or anticipating changes in interest rates, and the anticipated impact on the Bank’s net interest income.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Bar Harbor Bankshares and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Bar Harbor Bankshares and Subsidiaries (the Company) as of December 31, 20212022 and 2020,2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2021,2022, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212022 and 2020,2021, and the results of itstheir operations and itstheir cash flows for each of the three years in the period ended December 31, 2021,2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2021,2022, based on criteria established in Internal Control — Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 14, 20222023, expressed an unqualified opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting.

Adoption of New Accounting Standard

As discussed in Note 1 and 3 to the financial statements, the Company has changed its method of accounting for credit losses on financial instruments in 2021 due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit MattersMatter

The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit mattersmatter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.

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Allowance for Credit Losses on Loans

As described in Notes 1 and 3 to the consolidated financial statements, the allowance for credit losses on loans is established through a provision for credit losses and represents an amount which, in management’s judgement,judgment, will be adequate to absorb losses on existing loans. The Company’s consolidated allowance for credit losses on loans balanceloan balances was $22.7$25.9 million at December 31, 2021.2022. The allowance for credit losses on loans is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans and troubled debt restructurings.

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The Company uses the discounted cash flow method to estimate expected credit losses for all loan portfolio segments measured on a pool basis wherein payment expectations are adjusted for estimated prepayment speeds, probability of default (PD), and loss given default (LGD). The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime PD. This analysis also determines how expected PD and LGD will react to forecasted levels of the loss drivers. Management utilizes various economic indicators such as changes in unemployment rates, gross domestic product (GDP), property values and other relevant factors as loss drivers and has determined that, due to historical volatility in economic data, two quarters currently represents a reasonable and supportable forecast period, followed by a six-period reversion to historical mean levels for each of the various economic indicators. The allowance evaluation also considers various qualitative factors, such as: (i) changes to lending policies, underwriting standards and/or management personnel performing such functions, (ii) delinquency and other credit quality trends, (iii) credit risk concentrations, if any, (iv) changes to the nature of the Company’s business impacting the loan portfolio, (v) and other external factors, that may include, but are not limited to, results of internal loan reviews, stress testing, examinations by bank regulatory agencies, or other events such as a natural disaster. The development of the loan loss allocation for pools of loans with similar risk characteristics requires a significant amount of judgementjudgment by management and the assumptions utilized are subject to changing economic conditions.conditions.

We identified the Company’s allowance for credit losses on loans as a critical audit matter, specifically the economic forecasts and qualitative factors, because they involved complex auditor judgementjudgment in the evaluation of the Company’s methodology and assumptions. Specifically,Additionally, complex auditor judgementjudgment was required to examine the methodology that underpins the allowance for credit losses on pools of loans with similar risk characteristics. This includes modeling of PD, LGD, economic forecasts, and qualitative factors.

Our audit procedures related to this critical audit matter included the following, at implementation date and period end, among others:

We obtained an understanding of the relevant controls related to the allowance for credit losses on loans and tested such controls for design and operating effectiveness, including those over model approval, validation and approval of key data inputs such as economic forecasts and qualitative factors.

We tested the completeness and accuracy of data used by management in determining inputs to the PD and LGD, such as prepayment speed, by agreeing those inputs to internal or external information sources.

We obtained an understanding of the relevant controls related to the allowance for credit losses on loans and tested such controls for design and operating effectiveness, including those over model approval, validation and approval of key data inputs such as economic forecasts and qualitative factors.

We evaluated management’s forecasts of future economic indicators for reasonableness, which include unemployment, housing price index, retail sales, and national GDP growth, among others, by comparing these forecasts to external and internal information sources.

We tested the completeness and accuracy of data used by management in determining inputs to the PD and LGD, by agreeing those inputs to internal or external information sources.

We evaluated management’s judgments used in the identification of peer banks for PD and LGD calculations.

We evaluated management’s forecasts of future economic indicators for reasonableness, which included unemployment, housing price index, retail sales, and national GDP growth, among others, by comparing these forecasts to external and internal information sources.

We evaluated management’s judgments and assumptions used in the development of the qualitative factors for reasonableness, and tested the reliability of the underlying data on which these factors are based, by comparing information to source documents and external information sources.

/s/ RSM US LLP

We have served as the Company's auditor since 2015.

Boston, Massachusetts

March 14, 20222023

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

    

December 31, 2021

    

December 31, 2020

Assets

 

  

 

  

Cash and cash equivalents:

Cash and due from banks

$

33,508

$

27,566

Interest-earning deposits with other banks

 

216,881

 

198,441

Total cash and cash equivalents

 

250,389

 

226,007

Securities:

Securities available for sale

 

618,276

 

585,046

Federal Home Loan Bank stock

 

7,384

 

14,036

Total securities

 

625,660

 

599,082

Loans held for sale

5,523

23,988

Total loans

 

2,531,910

 

2,562,885

Less: Allowance for credit losses

 

(22,718)

 

(19,082)

Net loans

 

2,509,192

 

2,543,803

Premises and equipment, net

 

49,382

 

52,458

Goodwill

 

119,477

 

119,477

Other intangible assets

 

6,733

 

7,670

Cash surrender value of bank-owned life insurance

 

79,020

 

77,870

Deferred tax assets, net(1)

 

5,547

 

3,047

Other assets(1)

 

58,310

 

70,873

Total assets(1)

$

3,709,233

$

3,724,275

Liabilities

 

  

 

  

Deposits:

 

  

 

  

Demand

$

664,420

$

544,636

NOW

 

940,631

 

738,849

Savings

 

628,670

 

521,638

Money market

 

389,291

 

402,731

Time

 

425,532

 

698,361

Total deposits

 

3,048,544

 

2,906,215

Borrowings:

 

  

 

  

Senior

 

118,400

 

276,062

Subordinated

 

60,124

 

59,961

Total borrowings

 

178,524

 

336,023

Other liabilities(1)

 

58,018

 

74,972

Total liabilities(1)

 

3,285,086

 

3,317,210

(in thousands, except share data)

    

December 31, 2022

    

December 31, 2021

Assets

 

  

 

  

Cash and cash equivalents:

Cash and due from banks

$

39,933

$

33,508

Interest-earning deposits with other banks

 

52,362

 

216,881

Total cash and cash equivalents

 

92,295

 

250,389

Securities:

Securities available for sale

 

559,516

 

618,276

Federal Home Loan Bank stock

 

14,893

 

7,384

Total securities

 

574,409

 

625,660

Loans held for sale

5,523

Total loans

 

2,902,690

 

2,531,910

Less: Allowance for credit losses

 

(25,860)

 

(22,718)

Net loans

 

2,876,830

 

2,509,192

Premises and equipment, net

 

47,622

 

49,382

Goodwill

 

119,477

 

119,477

Other intangible assets

 

5,801

 

6,733

Cash surrender value of bank-owned life insurance

 

81,197

 

79,020

Deferred tax assets, net

 

24,443

 

5,547

Other assets

 

87,729

 

58,310

Total assets

$

3,909,803

$

3,709,233

Liabilities

 

  

 

  

Deposits:

 

  

 

  

Demand

$

676,350

$

664,420

NOW

 

900,730

 

940,631

Savings

 

664,514

 

628,670

Money market

 

478,398

 

389,291

Time

 

323,439

 

425,532

Total deposits

 

3,043,431

 

3,048,544

Borrowings:

 

  

 

  

Senior

 

333,957

 

118,400

Subordinated

 

60,289

 

60,124

Total borrowings

 

394,246

 

178,524

Other liabilities

 

78,676

 

58,018

Total liabilities

 

3,516,353

 

3,285,086

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(in thousands, except share data)

    

December 31, 2021

    

December 31, 2020

Shareholders’ equity

    

    

Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 shares at December 31, 2021 and December 31, 2020

 

32,857

 

32,857

Additional paid-in capital

 

190,876

 

190,084

Retained earnings

 

215,592

 

195,607

Accumulated other comprehensive income(1)

 

2,303

 

6,740

Less: 1,427,059 and 1,512,465 shares of treasury stock at December 31, 2021 and December 31, 2020, respectively

 

(17,481)

 

(18,223)

Total shareholders’ equity(1)

 

424,147

 

407,065

Total liabilities and shareholders’ equity(1)

$

3,709,233

$

3,724,275

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

(in thousands, except share data)

    

December 31, 2022

    

December 31, 2021

Shareholders’ equity

    

    

Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 shares; outstanding 15,082,688 shares and 15,001,329 shares at December 31, 2022 and December 31, 2021 respectively

 

32,857

 

32,857

Additional paid-in capital

 

191,922

 

190,876

Retained earnings

 

243,815

 

215,592

Accumulated other comprehensive (loss) income

 

(58,340)

 

2,303

Less: 1,345,700 and 1,427,059 shares of treasury stock, at cost, at December 31, 2022 and December 31, 2021, respectively

 

(16,804)

 

(17,481)

Total shareholders’ equity

 

393,450

 

424,147

Total liabilities and shareholders’ equity

$

3,909,803

$

3,709,233

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 

(in thousands, except earnings per share data)

    

2021

    

2020

    

2019

Interest and dividend income

Loans

$

95,236

$

107,085

$

111,042

Securities and other

 

15,568

 

19,019

 

24,349

Total interest and dividend income

 

110,804

 

126,104

 

135,391

Interest expense

 

  

 

  

 

  

Deposits

 

8,543

 

18,043

 

27,034

Borrowings

 

6,688

 

8,881

 

18,547

Total interest expense

 

15,231

 

26,924

 

45,581

Net interest income

 

95,573

 

99,180

 

89,810

Provision for credit losses

 

(1,302)

 

5,625

 

2,317

Net interest income after provision for credit losses

 

96,875

 

93,555

 

87,493

Non-interest income

 

  

 

  

 

  

Trust and investment management fee income

 

15,179

 

13,378

 

12,063

Customer service fees

 

13,212

 

11,327

 

10,127

Gain on sales of securities, net

 

2,870

 

5,445

 

237

Mortgage banking income

6,536

6,884

1,626

Bank-owned life insurance income

 

2,179

 

2,007

 

2,053

Customer derivative income

 

1,010

 

2,503

 

2,028

Other income

 

1,275

 

1,412

 

935

Total non-interest income

 

42,261

 

42,956

 

29,069

Non-interest expense

 

  

 

  

 

  

Salaries and employee benefits

 

47,117

 

48,920

 

45,000

Occupancy and equipment

 

16,356

 

16,751

 

14,214

Loss (gain) on sales of premises and equipment, net

 

378

 

(32)

 

18

Outside services

 

1,943

 

1,985

 

1,818

Professional services

 

1,756

 

2,060

 

2,191

Communication

 

912

 

892

 

821

Marketing

 

1,541

 

1,385

 

1,872

Amortization of intangible assets

 

940

 

1,024

 

861

Loss on debt extinguishment

2,851

1,351

1,096

Acquisition, conversion and other expenses

 

1,667

 

5,801

 

8,317

Other expenses

 

15,047

 

14,723

 

13,525

Total non-interest expense

 

90,508

 

94,860

 

89,733

Income before income taxes

 

48,628

 

41,651

 

26,829

Income tax expense

 

9,329

 

8,407

 

4,209

Net income

$

39,299

$

33,244

$

22,620

Earnings per share:

 

  

 

  

 

  

Basic

$

2.63

$

2.18

$

1.46

Diluted

$

2.61

$

2.18

$

1.45

Weighted average common shares outstanding:

 

  

 

  

 

  

Basic

 

14,969

 

15,246

 

15,541

Diluted

 

15,045

 

15,272

 

15,587

Years Ended December 31, 

(in thousands, except earnings per share data)

    

2022

    

2021

    

2020

Interest and dividend income

Loans

$

107,797

$

95,236

$

107,085

Securities and other

 

18,729

 

15,568

 

19,019

Total interest and dividend income

 

126,526

 

110,804

 

126,104

Interest expense

 

  

 

  

 

  

Deposits

 

7,344

 

8,543

 

18,043

Borrowings

 

5,501

 

6,688

 

8,881

Total interest expense

 

12,845

 

15,231

 

26,924

Net interest income

 

113,681

 

95,573

 

99,180

Provision for credit losses

 

2,904

 

(1,302)

 

5,625

Net interest income after provision for credit losses

 

110,777

 

96,875

 

93,555

Non-interest income

 

  

 

  

 

  

Trust and investment management fee income

 

14,573

 

15,179

 

13,378

Customer service fees

 

14,791

 

13,212

 

11,327

Gain on sales of securities, net

 

53

 

2,870

 

5,445

Mortgage banking income

1,580

6,536

6,884

Bank-owned life insurance income

 

2,000

 

2,179

 

2,007

Customer derivative income

 

310

 

1,010

 

2,503

Other income

 

2,014

 

1,275

 

1,412

Total non-interest income

 

35,321

 

42,261

 

42,956

Non-interest expense

 

  

 

  

 

  

Salaries and employee benefits

 

48,657

 

47,117

 

48,920

Occupancy and equipment

 

17,575

 

16,356

 

16,751

Gain on sales of premises and equipment, net

 

10

 

378

 

(32)

Outside services

 

1,578

 

1,943

 

1,985

Professional services

 

1,612

 

1,756

 

2,060

Communication

 

880

 

912

 

892

Marketing

 

1,561

 

1,541

 

1,385

Amortization of intangible assets

 

932

 

940

 

1,024

Loss on debt extinguishment

2,851

1,351

Acquisition, conversion and other expenses

 

266

 

1,667

 

5,801

Provision for unfunded commitments

1,758

 

177

45

Other expenses

 

16,424

 

14,870

 

14,678

Total non-interest expense

 

91,253

 

90,508

 

94,860

Income before income taxes

 

54,845

 

48,628

 

41,651

Income tax expense

 

11,288

 

9,329

 

8,407

Net income

$

43,557

$

39,299

$

33,244

Earnings per share:

 

  

 

  

 

  

Basic

$

2.90

$

2.63

$

2.18

Diluted

$

2.88

$

2.61

$

2.18

Weighted average common shares outstanding:

 

  

 

  

 

  

Basic

 

15,040

 

14,969

 

15,246

Diluted

 

15,112

 

15,045

 

15,272

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

    

    

Years Ended December 31, 

(in thousands)

    

2021

    

2020

    

2019

Net income

$

39,299

$

33,244

$

22,620

Other comprehensive (loss) income, before tax:

 

  

 

  

 

  

Changes in unrealized (loss) gain on securities available for sale

 

(10,489)

 

5,819

 

18,646

Changes in unrealized gain (loss) on hedging derivatives(1)

 

3,562

 

(1,651)

 

2,060

Changes in unrealized gain (loss) on pension

 

1,132

 

(338)

 

(350)

Income taxes related to other comprehensive income:

 

 

  

 

  

Changes in unrealized loss (gain) on securities available for sale

 

2,451

 

(1,345)

 

(4,434)

Changes in unrealized (gain) loss on hedging derivatives(1)

 

(827)

 

386

 

(411)

Changes in unrealized (gain) loss on pension

 

(266)

 

77

 

83

Total other comprehensive (loss) income(1)

 

(4,437)

 

2,948

 

15,594

Total comprehensive income(1)

$

34,862

$

36,192

$

38,214

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements.

    

    

Years Ended December 31, 

(in thousands)

    

2022

    

2021

    

2020

Net income

$

43,557

$

39,299

$

33,244

Other comprehensive (loss) income, before tax:

 

  

 

  

 

  

Changes in unrealized (loss) gain on securities available for sale

 

(74,412)

 

(10,489)

 

5,819

Changes in unrealized (loss) gain on hedging derivatives

 

(3,463)

 

3,562

 

(1,651)

Changes in unrealized (loss) gain on pension

 

(973)

 

1,132

 

(338)

Income taxes related to other comprehensive income:

 

 

  

 

  

Changes in unrealized loss (gain) on securities available for sale

 

17,181

 

2,451

 

(1,345)

Changes in unrealized loss (gain) on hedging derivatives

 

799

 

(827)

 

386

Changes in unrealized loss (gain) on pension

 

225

 

(266)

 

77

Total other comprehensive (loss) income

 

(60,643)

 

(4,437)

 

2,948

Total comprehensive (loss) income

$

(17,086)

$

34,862

$

36,192

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

    

    

    

Accumulated 

    

    

Common 

Additional 

other 

stock

paid-in

Retained 

comprehensive 

Treasury

(in thousands, except per share data)

    

 amount

    

 capital

    

earnings

    

income (loss)(1)

    

 stock

    

Total(1)

Balance at December 31, 2018

$

32,857

$

187,653

$

166,526

$

(11,802)

$

(4,655)

$

370,579

Net income

 

 

 

22,620

 

 

 

22,620

Other comprehensive income

 

 

 

15,594

 

15,594

Cash dividends declared ($0.86 per share)

 

 

(13,366)

 

 

(13,366)

Treasury stock purchased (9,195 shares)

 

 

 

 

 

(239)

 

(239)

Net issuance (34,944 shares) to employee stock plans, including related tax effects

 

 

(490)

 

 

 

217

 

(273)

Recognition of stock based compensation

 

 

1,373

 

 

 

 

1,373

Balance at December 31, 2019

$

32,857

$

188,536

$

175,780

$

3,792

$

(4,677)

$

396,288

Net income

 

 

 

33,244

 

 

 

33,244

Other comprehensive income

 

 

 

 

2,948

 

 

2,948

Cash dividends declared ($0.88 per share)

 

 

 

(13,417)

 

 

 

(13,417)

Treasury stock purchased (733,567 shares)

 

 

 

 

 

(14,188)

 

(14,188)

Net issuance (91,359 shares) to employee stock plans, including related tax effects

 

 

(22)

 

 

 

642

 

620

Recognition of stock based compensation

 

 

1,570

 

 

 

 

1,570

Balance at December 31, 2020

$

32,857

$

190,084

$

195,607

$

6,740

$

(18,223)

$

407,065

Net income

 

 

 

39,299

 

 

 

39,299

Other comprehensive income

 

 

 

 

(4,437)

 

 

(4,437)

Allowance for credit losses cumulative-effect adjustment - ASU 2016-13 (Note 1)

(5,242)

(5,242)

Cash dividends declared ($0.94 per share)

 

 

 

(14,072)

 

 

 

(14,072)

Net issuance (85,406 shares) to employee stock plans, including related tax effects

 

 

(1,357)

 

 

 

742

 

(615)

Recognition of stock based compensation

 

 

2,149

 

 

 

 

2,149

Balance at December 31, 2021

$

32,857

$

190,876

$

215,592

$

2,303

$

(17,481)

$

424,147

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements.

    

    

    

Accumulated 

    

    

Common 

Additional 

other 

stock

paid-in

Retained 

comprehensive 

Treasury

(in thousands, except per share data)

    

 amount

    

 capital

    

earnings

    

income (loss)

    

 stock

    

Total

Balance at December 31, 2019

$

32,857

$

188,536

$

175,780

$

3,792

$

(4,677)

$

396,288

Net income

 

 

 

33,244

 

 

 

33,244

Other comprehensive income

 

 

 

 

2,948

 

 

2,948

Cash dividends declared ($0.88 per share)

 

 

 

(13,417)

 

 

 

(13,417)

Treasury stock purchased (733,567 shares)

(14,188)

(14,188)

Net issuance (91,359 shares) to employee stock plans, including related tax effects

 

 

(22)

 

 

 

642

 

620

Recognition of stock based compensation

 

 

1,570

 

 

 

 

1,570

Balance at December 31, 2020

$

32,857

$

190,084

$

195,607

$

6,740

$

(18,223)

$

407,065

Net income

 

 

 

39,299

 

 

 

39,299

Other comprehensive income

 

 

 

(4,437)

 

(4,437)

Impact of ASC 326 adoption

(5,242)

(5,242)

Cash dividends declared ($0.94 per share)

 

 

(14,072)

 

 

(14,072)

Net issuance (85,406 shares) to employee stock plans, including related tax effects

 

 

(1,357)

 

 

 

742

 

(615)

Recognition of stock based compensation

 

 

2,149

 

 

 

 

2,149

Balance at December 31, 2021

$

32,857

$

190,876

$

215,592

$

2,303

$

(17,481)

$

424,147

Net income

 

 

 

43,557

 

 

 

43,557

Other comprehensive income

 

 

 

 

(60,643)

 

 

(60,643)

Cash dividends declared ($1.02 per share)

 

 

 

(15,334)

 

 

 

(15,334)

Net issuance (81,359 shares) to employee stock plans, including related tax effects

 

 

(892)

 

 

 

677

 

(215)

Recognition of stock based compensation

 

 

1,938

 

 

 

 

1,938

Balance at December 31, 2022

$

32,857

$

191,922

$

243,815

$

(58,340)

$

(16,804)

$

393,450

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 

(in thousands)

    

2021

    

2020

    

2019

    

2022

    

2021

2020

Cash flows from operating activities:

 

 

  

  

  

 

 

  

  

  

Net income

 

$

39,299

$

33,244

$

22,620

 

$

43,557

$

39,299

$

33,244

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

 

 

  

 

  

 

 

 

Originations of loans held for sale

(170,758)

(240,858)

(69,070)

(33,219)

(170,758)

(240,858)

Proceeds from loan sales

193,468

228,626

63,232

38,581

193,468

228,626

Gain on sale of loans

(4,131)

(5,257)

(493)

Gain (loss) on sale of loans

161

(4,131)

(5,257)

Provision for credit losses

 

(1,302)

 

5,625

 

2,317

 

2,904

 

(1,302)

 

5,625

Net amortization of securities

 

4,471

 

3,367

 

3,341

 

2,869

 

4,471

 

3,367

Deferred tax expense (benefit)

427

(38)

1,020

Deferred tax (benefit) expense

(707)

427

(38)

Change in unamortized net loan costs and premiums

 

(1,354)

 

(122)

 

(555)

 

170

 

(1,354)

 

(122)

Premises and equipment depreciation

 

4,596

 

4,771

 

4,136

 

4,243

 

4,596

 

4,771

Stock-based compensation expense

 

2,149

 

1,570

 

1,373

 

1,938

 

2,149

 

1,570

Accretion of purchase accounting entries, net

 

(2,274)

 

(749)

 

(3,806)

 

 

(2,274)

 

(749)

Amortization of other intangibles

 

940

 

1,025

 

861

 

932

 

940

 

1,025

Income from cash surrender value of bank-owned life insurance policies

 

(2,179)

 

(2,007)

 

(2,053)

 

(2,000)

 

(2,179)

 

(2,007)

Gain on sales of securities, net

 

(2,870)

 

(5,445)

 

(237)

 

(53)

 

(2,870)

 

(5,445)

Decrease (increase) in right-of-use lease assets

1,064

(715)

(632)

Amortization (accretion) of right-of-use lease assets

1,196

1,064

(715)

(Decrease) increase in lease liabilities

(984)

976

660

(1,142)

(984)

976

(Gain) loss on other real estate owned

 

 

(355)

 

166

Gain on other real estate owned

 

 

 

(355)

Loss (gain) on premises and equipment, net

 

378

 

(32)

 

18

 

10

 

378

 

(32)

Net change in other assets and liabilities

 

(462)

 

(2,942)

 

7,174

 

(1,839)

 

(462)

 

(2,942)

Net cash provided by operating activities

 

60,478

 

20,684

 

30,072

 

57,601

 

60,478

 

20,684

Cash flows from investing activities:

 

  

 

  

 

  

 

  

 

  

 

  

Proceeds from sales of securities available for sale

 

92,723

 

153,200

 

92,315

 

7,130

 

92,723

 

153,200

Proceeds from maturities, calls and prepayments of securities available for sale

 

111,552

 

151,829

 

115,334

 

73,740

 

111,552

 

151,829

Purchases of securities available for sale

 

(249,595)

 

(215,567)

 

(129,189)

 

(109,019)

 

(249,595)

 

(215,567)

Net change in loans

 

33,707

 

70,617

 

(144,821)

 

(371,316)

 

33,707

 

70,617

Recoveries of previously charged off loans

608

272

321

604

608

272

Purchase of FHLB stock

 

(2,565)

 

(4,105)

 

(11,687)

 

(11,016)

 

(2,565)

 

(4,105)

Proceeds from sale of FHLB stock

 

9,217

 

10,748

 

26,667

 

3,507

 

9,217

 

10,748

Purchase of premises and equipment, net

 

(1,716)

 

(6,776)

 

(9,185)

 

(2,518)

 

(1,716)

 

(6,776)

Proceeds from premises held for sale

288

903

288

903

Net investment in community limited partnerships

(1,310)

(2,750)

(22)

(1,692)

(1,310)

(2,750)

Proceeds from death benefit of bank-owned life insurance policy

 

1,029

 

 

1,029

Acquisitions, net of cash acquired

(340)

(18,383)

(340)

Proceeds from sale of other real estate owned

2,205

2,205

Net cash (used in) provided by investing activities

 

(6,062)

 

160,236

 

(78,650)

 

(410,580)

 

(6,062)

 

160,236

Cash flows from financing activities:

 

  

 

  

 

  

 

  

 

  

 

  

Net change in deposits

 

142,329

 

210,464

 

212,693

 

(5,113)

 

142,329

 

210,464

Net change in short-term senior borrowings

9,324

(248,262)

(308,380)

242,000

9,324

(248,262)

Proceeds from long-term senior borrowings

148,199

328,097

148,199

Repayments of long-term senior borrowings

(159,023)

(78,186)

(237,719)

(20,020)

(159,023)

(78,186)

Net change in short-term other borrowings

 

(7,977)

 

(17,053)

 

8,621

 

(6,433)

 

(7,977)

 

(17,053)

Proceeds from subordinated debt issuance

40,000

Repayments of subordinated debt

(22,000)

Payment of subordinated debt issuance costs

(700)

Exercise of stock options

(615)

620

(273)

Net issuance to employee stock plans

(215)

(615)

620

Purchase of treasury and common stock

(14,188)

(239)

(14,188)

Cash dividends paid on common stock

 

(14,072)

 

(13,417)

 

(13,366)

 

(15,334)

 

(14,072)

 

(13,417)

Net cash (used in) provided by financing activities

 

(30,034)

 

(11,823)

 

6,734

(continued)

Net cash provided by (used in) financing activities

 

194,885

 

(30,034)

 

(11,823)

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Year Ended December 31, 

Year Ended December 31, 

(in thousands)

    

2021

    

2020

    

2019

    

2022

    

2021

2020

Net change in cash and cash equivalents

 

24,382

 

169,097

 

(41,844)

 

(158,094)

 

24,382

 

169,097

Cash and cash equivalents at beginning of year

 

226,007

 

56,910

 

98,754

 

250,389

 

226,007

 

56,910

Cash and cash equivalents at end of period

$

250,389

$

226,007

$

56,910

$

92,295

$

250,389

$

226,007

Supplemental cash flow information:

 

  

 

  

 

  

 

  

 

  

Interest paid

$

16,354

$

27,423

$

45,755

$

12,451

$

16,354

$

27,423

Income taxes paid, net

 

8,859

 

10,045

 

2,371

 

10,598

 

8,859

10,045

Acquisition of non-cash assets and liabilities:

Assets acquired

1,171

243,676

1,171

Liabilities acquired

(343)

261,814

(343)

Other non-cash changes:

 

  

 

  

 

  

Real estate owned acquired in settlement of loans

 

 

 

250

Initial recognition of operating lease right-of-use assets

8,991

Initial recognition of operating lease liabilities

 

 

 

8,991

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation: The consolidated financial statements (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries (the “Company”“Company,” or “Bar Harbor”“we”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Bar Harbor Bankshares is a Maine Financial Institution Holding Company for the purposes of the laws of the stateState of Maine, and as such, is subject to the jurisdiction of the Superintendent of the Maine Bureau of Financial Institutions. These financial statements include the accounts of the Company, its wholly-owned subsidiary Bar Harbor Bank & Trust (the "Bank") and the Bank’s consolidated subsidiaries. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless U.S. GAAP requires otherwise.

Consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of Bar Harbor Bankshares and its wholly-owned subsidiaries, Bar Harbor Bank & Trust, Bar Harbor Trust Services,Wealth Management, and Cottage Street Corporation. In 2022, Charter Trust Company and Cottage Street Corporation.Bar Harbor Trust merged to become Bar Harbor Wealth Management. All significant inter-company balances and transactions have been eliminated in consolidation. Assets held in a fiduciary capacity are not assets of the Company, but assets of customers, and therefore, are not included in the consolidated balance sheets.sheet.

Reclassifications: Whenever necessary, amounts in the prior years’ financial statements are reclassified to conform to current presentation. The reclassifications had no impact on net income in the Company’s consolidated income statement.

Use of estimates: In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to change in the near term relate to  the allowance for credit losses, off-balance sheet credit exposures, available for sale securities, (effective for periods on or after January 1, 2021, upon adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13")), the accounting for business combinations including subsequent impairment analyses for goodwill and other intangible assets, accounting for income taxes, postretirementpost-retirement benefits, and asset impairment assessments, including the assessment of OTTI of investment securities (for periods prior to January 1, 2021).assessments.

Subsequent Events: TheCompanyhasevaluatedeventsEvents and transactions subsequentto December 31, 20212022 are evaluated for potential recognition or disclosure as required by GAAP.

Cash and Cash Equivalents: For purposes of reporting cash flows, cashCash and cash equivalents include cash on hand and amounts due from banks, interest-bearing deposits with other banks, federal funds sold, and other short-term investments with maturities less than 90 days.  The Federal Reserve Bank requires the Bank to maintain certain reserve requirements of vault cash and/or deposits. On March 15, 2020, the Federal Reserve Board reduced reserve requirement ratios to 0 percent effective March 26, 2020.  This action eliminated reserve requirement for all depository institutions.

Securities: All securities held at December 31, 20212022 and 20202021 were classified as available-for-sale (“AFS”). Available for sale securities primarily consist of mortgage-backed securities, obligations of state and political subdivisions thereof, and corporate bonds and are carried at estimated fair value. Changes in estimated fair value of AFS securities, net of applicable income taxes, are reported in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity unless deemed to have a credit loss as discussed below. The Company does not have any securities classified as trading or held-to-maturity.

Premiums and discounts on securities are amortized and accreted over the term of the securities using the interest method. Gains and losses on the sale of securities are recognized at the trade date using the specific-identification method and are shown separately in the Consolidated Statements of Income.

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Allowance for Credit Loss on AFS Debt Securities: Upon adoption of CECL, effective January 1, 2021, the Company monitors the creditCredit quality of available for sale (AFS)AFS debt securities is monitored through credit ratings from various rating agencies and substantial price changes. Credit ratings express opinions about the credit quality of a security and are utilized by the Companyus to make informed decisions. Securities are triggered for further review in the quarter if the security has significant fluctuations in ratings, drops below investment grade, or significant pricing changes. For securities without credit ratings, the Company utilizes other financial information indicating the financial health of the underlying municipality, agency, or organization associated with the underlying security. If this assessment indicates that a credit loss exists, the

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present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance on AFS debt securities is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. When assessing an AFS debt security for credit loss, securities with identical CUSIPs are pooled together to assess for impairment using the average cost basis. Any impairment that has not been recorded through an allowance is recognized in other comprehensive income.

A change in the allowance on AFS debt securities may be in full or a portion thereof, is recorded as expense (credit) within provision for credit losses on the consolidated statements of income. Losses are charged against the allowance when management believes the uncollectibility of an AFS debt security is confirmeduncollectible based on the above described analysis. As of December 31, 2022 and December 31, 2021, and January 1, 2021 (i.e. ASU 2016-13 adoption), there waswere no allowanceallowances carried on the Company’s AFS debt securities. Refer to Note 2 – Securities Available for Sale of the consolidated financial statements for further discussion.

Federal Home Loan Bank Stock: The Bank is a member of the Federal Home Loan Bank of Boston (“FHLB”). The Bank uses the FHLB for most of its wholesale funding needs. As a requirement of membership in the FHLB, the Bank must own a minimum required amount of FHLB stock, based primarily on its level of obligations with the FHLB. FHLB stock is a non-marketable equity security and therefore is reported at cost, which generally equals par value. Shares held in excess of the minimum required amountby the FHLB are generally redeemable at par value. Dividends from FHLB stock are reported in interest and dividend income.

The CompanyFHLB stock is periodically evaluates FHLB stockevaluated for impairment based on the capital adequacy of the FHLB and its overall financial condition. Based on the capital adequacy, liquidity position and sustained profitability of the FHLB, management believes there isFHLB.  There was no impairment related to the carrying amount of the Bank’s FHLB stock as of December 31, 20212022 and 2020.2021.

Loans Held for Sale: Residential loans originated with the intent to be sold in the secondary market are accounted for at fair value. The Company elected the fair value option of accounting for its loans designated as held for sale as of December 31, 2021. Fair value is primarily determined based on quoted prices for similar loans in active markets. Residential loans held for sale are generally sold with servicing rights retained.  The carrying value of loans sold is reduced by the amount allocated to the servicing right.  Gains and losses on sales of residential loans (sales proceeds minus carrying value) are recorded in non-interest income. ManagementThe loan portfolio is consistently evaluates the Company's loan portfolioevaluated in conjunction with asset/liability management practices, and will opt to sell certain residential mortgage loans may be sold to manage the Company's interest rate exposure and for other business purposes, including generating fee income through mortgage sale gains.

Loans: Loans held for investment by the Company are reported at amortized cost. Amortized cost is the principal balance outstanding net of the unamortized balance of any deferred fees or costs and the unamortized balance of any premiums or discounts on loans purchased or acquired through mergers.

For originated loans, loan fees and certain direct origination costs are deferred and amortized into interest income over the contractual term of the loan using the level-yield method over the estimated lives of the related loans. When a loan is paid off, the unamortized portion of deferred fees or costs are recognized in interest income. Interest income on originated loans is accrued based upon the daily principal amount outstanding except for loans on non-accrual status.

For acquired loans, interest income is accrued based upon the daily principal amount outstanding and is then further adjusted by the accretion of any discount or amortization of any premium associated with the loan that was recognized

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based on the acquisition date fair value. When a loan is paid off, the unamortized portion of any premiums or discounts on loans are recognized in interest income.

Purchase Credit Deteriorated (PCD) Loans: Loans that the Company acquired in acquisitions include some loans that have experienced more than insignificant credit deterioration since origination. The initial allowance for credit losses is determined on a collective basis and allocated to the individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost. The difference between the initial amortized cost and the par value of the loan is a discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision expense.

The Company adopted CECL using the prospective transition approach for financial assets purchased with credit deterioration that were previously classified as purchased credit impaired (PCI) and accounted for under ASC 310-30. In accordance with the standard, the Company did not reassess whether PCI assets met the definition of PCD assets as of the date of adoption. On January 1, 2021, the amortized cost basis of the PCD assets representing the noncredit discount will be accreted into interest income using the level-yield method over the estimated lives of the related loans. The converted PCD assets of $12.5 million were then pooled by call report coding and an additional allowance was calculated on the pooled assets separately from other loan pools totaling $524 thousand.

Non-performing loans: Residential real estate and home equity loans are generally placed on non-accrual status when reaching 90 days past due, or in process of foreclosure, or sooner if considered appropriate by management. Consumer other loans are generally placed on non-accrual when reaching 90 days or more past due, or sooner if considered appropriate by management. Secured consumer other loans are written down to net realizable value and unsecured

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consumer loans are charged-off upon reaching 120 days past due. Commercial real estate loans and commercial businessand industrial loans that are 90 days or more past due are generally placed on non-accrual status, unless secured by sufficient cash or other assets immediately convertible to cash, and the loan is in the process of collection. Commercial real estate and commercial businessand industrial loans may be placed on non-accrual status prior to the 90 days delinquency date if considered appropriate by management.

When a loan has been placed on non-accrual status, previously accrued and uncollected interest is reversed against interest on the loan. The interest on non-accrual loans is accounted for using the cash-basis or cost-recovery method depending on corresponding credit risk, until qualifying for return to accrual status. A loan can be returned to accrual status when collectability of principal is reasonably assured and the loan has performed for a period of time, generally six months.

Previously, acquiredAcquired loans that metmeet the criteria for non-accrual of interest prior to thean acquisition wereare considered performing upon acquisition, regardless of whether the customer is contractually delinquent, if the Company could reasonably estimate the timing and amount of the expected cash flows on such loans and if the Company expects to fully collect the new carrying value of the loans and any change in performance would have impacted accretable yield. After adoption of ASC 326 on January 1, 2021 the Company now treats these non-performing acquired loans that meet the criteria for non-accrual consistent with originated loans.

Loans Modified in a Troubled Debt Restructuring: Loans are considered to have been modified in a troubled debt restructuring when, due to a borrower’s financial difficulties, the Company makes certain concessions are made to the borrower that it would not otherwise consider. Modifications may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a non-accrual loan that has been modified in a troubled debt restructuring remains on non-accrual status for a period of at least 6 months to demonstrate that the borrower is able to meet the terms of the modified loan.

However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status.

Loan Modifications under the CARES Act: The CARES Act provides that a financial institution may elect to suspend (1) the requirements under GAAP for certain loan modifications that may otherwise be categorized as a troubled debt

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restructuring (“TDR”) and (2) any determination that such loan modifications would be considered a TDR, including the related impairment for accounting purposes.

Allowance for Credit Losses: The allowance for credit losses (the “allowance”) is a significant accounting estimate used in the preparation of the Company’s consolidated financial statements. The Allowanceallowance is comprised of the allowance for loan losses and the allowance for off-balance sheet credit exposures, which is accounted for as a separate liability in other liabilities on the balance sheet. The level of the allowance represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date.

Upon adoption of ASC 326 or CECL effective January 1, 2021, the Company replaced the incurred loss impairment model that recognized losses when it became probable that a credit loss will be incurred, with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged- off. The allowance is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans and TDRs.

The Company uses the discounted cash flow (DCF)(“DCF”) method is used to estimate expected credit losses for all loan portfolio segments measured on a collective (pool) basis. For each loan segment, the Company generates cash flow projections are generated at the instrument level wherein payment expectations are adjusted for estimated prepayment speeds, probability of default, and loss given default. The modeling of prepayment speeds is based on historical internal data.

The Company uses regressionRegression analysis of historical internal and peer data is used to determine suitable loss drivers to utilize when modeling lifetime probability of default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers. For all loan pools utilizing the DCF method, management utilizes various economic indicators such as changes in unemployment rates, gross domestic product, property values, housing starts, and other relevant factors as loss drivers. For all DCF models, management has determined that due to historic volatility in economic data, two quarters currently represents a reasonable and supportable forecast period, followed by a six-period reversion to historical mean levels for each of the various economic indicators.

The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Specific instrument

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effective yields are calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level Net Present Value (NPV). An allowance is established for the difference between the instrument’s NPV and amortized cost basis.

The allowance evaluation also considers various qualitative factors, such as: (i) changes to lending policies, underwriting standards and/or management personnel performing such functions, (ii) delinquency and other credit quality trends, (iii) credit risk concentrations, if any, (iv) changes to the nature of the Company's business impacting the loan portfolio, and (v) and other external factors, that may include, but are not limited to, results of internal loan reviews, stress testing, examinations by bank regulatory agencies, or other events such as a natural disaster.

Arriving at an appropriate level of allowance involves a high degree of judgment. The determination of the adequacy of the allowance and provisioning for estimated losses is evaluated regularly based on review of loans, with particular emphasis on non-performing and other loans that management believes warrant special consideration. While management uses available information to recognize losses on loans, changing economic conditions and the economic prospects of the borrowers may necessitate future additions or reductions to the allowance.

Individually Evaluated Loans: Prior to the adoption of CECL effective January 1, 2021, a loan was individually evaluated when the loan was considered impaired. Impaired loans were based on current information and events, it is probable that the Company will not be able to collect all amounts due from the borrower in accordance with the contractual terms of the loan, including scheduled interest payments.

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With the adoption of CECL, loansLoans that do not share risk characteristics with existing pools are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where the Companymanagement has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Companymanagement expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral, the specific credit loss reserve is calculated as the amount by which the amortized cost basis of the financial asset exceeds the NPV from the operation of the collateral. When repayment is expected to be from the sale of the collateral, the specific credit loss reserve is calculated as the amount by which the amortized costs basis of the financial asset exceeds the fair value of the underlying collateral less estimated cost to sell. The allowance may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.

Accrued Interest. Upon adoption of CECL, effective January 1, 2021, the Company made the following elections regarding accrued interest receivable: (i) present accruedAccrued interest receivable balances are presented within other assets on the consolidated statements of condition; (ii) exclude accruedbalance sheet.  Accrued interest is excluded from the measurement of the allowance for credit losses, including investments and loans; and (iii) continue to write-offloans.  Generally, accrued interest receivable by reversing interest income. The Company has a policy in place to write-off accrued interestis reversed when a loan is placed on non-accrual.non-accrual or is written-off.  Current year accrued interest is reversed through interest income while accrued interest from prior years is written-off through the ACL. Historically, the Company haswe have not experienced uncollectible accrued interest receivable on investment debt securities.

Allowance for off-balance sheet credit exposures: The exposure is a component of other liabilities onin the Company’s Consolidated Balance Sheetconsolidated balance sheet and represents the estimate for probable credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include unused portions of lines of credit and standby and commercial letters of credit. The process used to determine the allowance for these exposures is consistent with the process for determining the allowance for loans, as adjusted for estimated funding probabilities or loan equivalency factors. A charge (credit) to provision for credit losses on the consolidated statements of income is made to account for the change in the allowance on off-balance sheet exposures between reporting periods.

Premises and Equipment: Land is carried at cost.  Premises and equipment and related improvements are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the lesser of the lease term or estimated useful lives of related assets; generally 5five to 39 years for premises and three to eight years for furniture and equipment. Software costs are stated at cost less accumulated depreciation within other assets on the Consolidated Statements of Condition.consolidated balance sheet. Amortization expense on software is calculated using the straight-line method over the estimated useful lives of the related assets.

Transfers of Financial Assets:  Transfers of an entire financial asset, group of entire financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from thetotal Company assets, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) the Company doeseffective control is not maintain effective controlmaintained over the transferred assets.

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Other Real Estate Owned: Other real estate owned consists of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure. These properties are recorded at fair value less estimated costs to sell the property. Initially at transfer if the recorded investment in the loan exceeds the property’s fair value at the time of acquisition, a charge-off is recorded against the allowance. If the fair value of the property initially at transfer exceeds the carrying amount of the loan, the excess is recorded either as a recovery to the allowance if a charge-off had previously been recorded, or as a gain on initial transfer in other non-interest income. Subsequent decreases in the property’s fair value and operating expenses of the property are recognized through charges to other non-interest expense. The fair value of the property acquired and ongoing valuation is based on third-party appraisals, broker price opinions, recent sales activity, or a combination thereof, subject to management judgment. Due to changing market conditions the amount ultimately realized on the other real estate owned may differ from the amounts reflected in the financial statements.

Goodwill:  In connection with acquisitions, the Company generally records as assets on its consolidated financial statements both goodwill and other intangible assets, such as core deposit and acquired customer relationship intangibles.

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Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in accordance with the purchase method of accounting fora business combinations.combination. Goodwill is not amortized but, instead, is subject toassessed annually for impairment, tests on at least an annual basis, orand more frequently if events or changes in circumstances indicate that there may be an event occursimpairment. Adverse changes in the economic environment, declining operations, unanticipated competition, loss of key personnel, or circumstances change that reduce the fair value ofother factors could result in a reporting unit below its carrying amount. The impairment testing process is conducted by assigning assets and goodwill to each reporting unit. Currently, the Company’s goodwill is evaluated at the entity level as there is only 1 reporting unit. The Company, at our discretion, assesses certain qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. An impairment charge is recognized if the carrying fair value of goodwill exceedsdecline in the implied fair value of goodwill. Subsequent reversals of goodwill impairment are prohibited.


Other Intangible Assets:Intangibles: Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability.

The fair valuevalues of these assets are generally determined based on appraisals and managementare subsequently amortized on a straight-line basis or an accelerated basis over their estimated lives. Management assesses the recoverability of these intangible assets at least annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. These other intangible assets primarily consist of core deposit and acquired customer relationship intangible assets arising fromIf the whole bank and branch acquisitions are amortized oncarrying amount exceeds fair value, an accelerated method over their estimated useful lives.impairment charge is recorded to income.

Bank-Owned Life Insurance: Bank-owned life insurance (“BOLI”) represents life insurance on the lives of certain current and retired employees who had provided positive consent allowing the Bank to be the beneficiary of such policies. Increases in the cash value of the policies, as well as insurance proceeds received in excess of the cash value, are recorded in other non-interest income, and are not subject to income taxes.

Capitalized Servicing Rights: Capitalized servicing rights are recognized as assets when residential loans are sold and the rights to service those loans are retained.

The Company’s capitalizedCapitalized servicing rights are initially recorded at fair value. Fair values are established by using a discounted cash flow model to calculate the present value of estimated future net servicing income. Changes in the fair value of capitalized servicing rights are primarily due to changes in valuation inputs, assumptions, and the collection and realization of expected cash flows. However, these capitalized servicing rights are amortized in proportion to and over the period of estimated net servicing income, which includes prepayment assumptions. An impairment analysis is prepared on a quarterly basis by estimating the fair value of the capitalized servicing rights and comparing that value to the carrying amount. A valuation allowance is established when the carrying amount of these capitalized servicing rights exceeds fair value. The capitalized servicing rights are included in other assets on the Company’s consolidated balance sheet.

Derivative Financial Instruments: The Company recognizes all derivativeDerivative instruments are recognized on the consolidated balance sheet at fair value. On the inception date, the derivative instrument is entered into, the Companymanagement designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The CompanyManagement formally documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Company also assesses, bothBoth at the hedge’s inception and on an ongoing basis, management assesses whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. The fair value of the derivative is reflected on the Consolidated Balance Sheet in either other assets or liabilities.

Changes in the fair value of derivative instruments that are highly effective and qualify as cash flow hedge are recorded in other comprehensive income (loss). Any ineffective portion is recorded in earnings. For fair value hedges that are highly effective, the gain or loss on the derivative and the loss or gain on the hedged item attributable to the hedged risk are both

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recognized in earnings, with the differences (if any) representing hedge ineffectiveness. The CompanyManagement discontinues hedge accounting when it is determined that the derivative is no longer highly effective in offsetting changes of the hedged risk on the hedged item, or management determines that the designation of the derivative as a hedging instrument is no longer appropriate.

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense based on the item being hedged.  Net cash settlements on derivatives that do not quality for hedge accounting are reporting in non-interest income.  Cash flows on hedges are classified in the cash flow statement the same as cash flows of the items being hedged.  

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The Company enters into commitmentsCommitments to fund mortgage loans with borrowers (interest rate locks) and forward commitments for the future delivery of these mortgage loans for sale on the secondary market.  These mortgage banking derivativesmarket are classified as free standing derivatives.  These derivatives are designed to hedge against inherent interest rate and pricing risk associated with selling loans.  The commitments to lend generally terminate once the loan is funded, the lock period expires or the borrower decides not to contract for the loan. The forward commitments generally terminate once the loan is sold or the commitment period expires. These commitments are considered derivatives which are accounted for by recognizing their estimated fair value on the Consolidated Balance SheetsSheet in either other assets or other liabilities.

Senior and Subordinated Borrowings: The Company’s seniorSenior borrowings include retail and wholesale repurchase agreements, FHLB overnight, FHLB short-term and long-term advances, federal funds purchased, credit facilities, and line of credit advances.  Subordinated borrowings consist of subordinated notes issued to investors. The CompanyAt times, posting of collateral is required to post collateral for certain borrowings, for which it, generally, postscash, loans and/or investment securities as collateral.are used.

Off-Balance Sheet Financial Instruments: In the ordinary course of business, the Company has entered into off- balanceOff-balance sheet financial instruments consistingconsist of commitments to extend credit, and unused or unadvanced loan funds and letters of credit. SuchThese financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received.

Stock Based Compensation: The Company has equityEquity award plans that include stock options, restricted stock awards restricted stock units and performance stock units, which are described more fully in Note 13 – Stock Based Compensation Plans of the Consolidated Financial Statements. The Company recognizesStock based compensation expenses are recognized for stock options and restricted awards based on the fair value of these awards as of the grant date. For restricted stock units and performance stock units the expense is recognized over the vesting periods of the grants. The Company uses its treasuryTreasury shares are used for issuing shares upon option exercises, restricted stock awards, restricted stock unit vesting and performance stock unit vesting.

Employee Stock Purchase Plan:  The Company recognizesCompensation expense is recognized based on the difference between the market price of shares and the discounted price of the planshares issued from participant enrollment over each six month enrollment period.

Post-retirement Plans: Non-qualified supplemental retirement benefit payments are provided or promised to certain ex-employees and retired officers based on contractual agreements.  This plan is described more fully in Note 8 – Employee Benefit Plans: Plans of the Consolidated Financial Statements.  The Company has non-qualified supplemental executive retirement agreements with certain retired officers. Theplan agreements provide supplemental retirement benefits payablepayments in installments over a period of years upon reaching a certain age, retirement or death. The CompanyBenefit obligations are recognized as the net present value of payments associated with the agreements over the service periods of the participating officers. Interestparticipants. Compensation expense is recognized from interest costs continue to be recognizedand the impact of changes in mortality rates on the benefit obligations.

Pension Plan: The Companypension plan is an inherited, frozen, noncontributory, qualified, defined benefit plan for certain employees who met age and service requirements.  This plan is described more fully in Note 8 – Employee Benefit Plans of the Consolidated Financial Statements.  In order to measure the expense associated with the Plans, various assumptions are made including the discount rate, expected return on plan assets, anticipated mortality rates, and expected future healthcare costs. The assumptions are based on historical experience as well as current facts and circumstances.  As of the measurement date (December 31, 2022), plan assets are determined based on fair value, generally representing observable market prices. The projected benefit obligation is primarily determined based on the present value of projected benefit distributions at an assumed discount rate.

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Net periodic pension benefit costs include interest costs based on an assumed discount rate, the expected return on plan assets based on actuarially derived market-related values, and the amortization of net actuarial losses.  Differences between expected and actual results in each year are included in the net actuarial gain or loss amount, which is recognized in other comprehensive income. The net actuarial gain or loss in excess of a 10% corridor is amortized in net periodic benefit cost over the average remaining service period of active participants in the Plans. The prior service credit is amortized over the average remaining service period to full eligibility for participating employees expected to receive benefits.

At the end of each year the Plans’ assets and obligations are examined to determine its funded status as of the end of the fiscal year and recognizes those changes in other comprehensive income, net of tax.  The plans over or under funded status is recognized in the consolidated balance sheet as an asset or liability, respectively.

401(k) Plan:  The employer sponsored 401(k) plan to which participants may make contributions in the form of salary deferrals also has a supplemental executive retirement agreementprovides participants with a certain current executive officer. This agreement provides a stream of future paymentsmatching contributions in accordance with individually defined vesting schedules upon retirement, termination, or in the event that the participating executive leaves the Company following a change of control event. The Company recognizes the net present value of payments associated with these agreements over the service periodsterms of the participating executive officers. Upon retirement, interest costs will continue to be recognized onplan. Contributions due under the benefit obligation.

The Company recognizes the over-funded or under-funded status of post-retirement benefit plans as a liability or asset on the balance sheet in other liabilities or other assets and recognizes changes in that funded status through other comprehensive income (loss). Gains and losses, prior service costs and credits, and any remaining transition amounts that have not yet been recognized through net periodic benefit costs are recognized in accumulated other comprehensive income/(loss), net of tax effects, until they are amortized as a component of net periodic cost. The measurement date, which is the date at which the benefit obligation and plan assets are measured, is the Company’s fiscal year end.

Employee 401(k) expenses are recognized for the amountterms of the Company’s matching contributions.defined contribution plans are accrued through compensation expense as earned by employees.

Income Taxes: The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If current available information indicates that it is more likely than not that deferred tax assets will not be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

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the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Treasury Stock: Shares of the Company’s common stock that are repurchased are recorded in treasury stock at cost. On the date of subsequent re-issuance, the treasury stock account is reduced by the cost of such stock on an average cost basis.

Earnings Per Share: Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings, of the Company, such as the Company’s dilutive stock options.

Revenue Recognition: The Company recognizesNon-interest revenue is recognized in accordance with ASC 606, "Revenue from Contracts with Customers." ASC 606 requires the Company to follow a five step process: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the Company satisfies a performance obligation.obligation is satisfied. Revenue recognition under ASC 606 depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or service. See Note 15 – Revenue from Contracts with Customers of the Company’s Consolidated Financial Statements for additional information on revenue recognition.

Wealth Management:  Wealth management assets held in a fiduciary or agent capacity are not included in the accompanying Consolidated Balance Sheets because they are not assets of the Company.ownership is held by customers.  Trust and investment management fees are primarily comprised of fees earned from consultative investment management, trust administration, tax return preparation, and financial planning. The Company’s performance obligation for revenue recognition is generally satisfied over time and the resulting fees are recognizedin monthly fee income, based on the daily accrual of the market value of the investment accounts and the applicable fee rate.

Marketing Costs: Marketing costs are expensed as incurred.

Segment Reporting: An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and evaluate performance. TheOperations of the Company has determined that its operations are solely in thewithin community banking industry and include traditional community banking services, including lending activities, acceptance of demand, savings and time

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deposits, business services, investment management, trust and third-party brokerage services. These products and services have similar distribution methods, types of customers and regulatory responsibilities. Accordingly, segment information is not presented in the Consolidated Financial Statements.

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Impact of Adoption

The following table illustrates the adoption of CECL effective January 1, 2021:

Reclassification

Pre-CECL

Post-CECL

to CECL

Adoption

Adoption

Impact of

Pre-CECL

Portfolio

Portfolio

Portfolio

CECL

(in thousands)

    

Adoption

    

Segmentation

    

Segmentation

    

Segmentation

    

Adoption

Assets:

 

  

 

  

 

  

 

  

 

  

Loans:

 

  

 

  

 

  

 

  

 

  

Commercial construction

$

131,123

$

(13,241)

$

117,882

$

117,882

$

Commercial real estate

 

953,258

 

(953,258)

 

 

 

Commercial real estate owner occupied

 

 

219,217

 

219,217

 

219,217

 

Commercial real estate non-owner occupied

 

 

716,776

 

716,776

 

716,776

 

Tax exempt

 

63,431

 

(15,569)

 

47,862

 

47,862

 

Commercial and industrial

 

377,638

 

(21,954)

 

355,684

 

355,684

 

Residential real estate

 

923,891

 

71,325

 

995,216

 

995,216

 

Home equity

 

102,464

 

(2,368)

 

100,096

 

100,096

 

Consumer other

 

11,080

 

(928)

 

10,152

 

10,152

 

Total loans

$

2,562,885

$

$

2,562,885

$

2,562,885

$

Allowance for credit losses on loans

 

  

 

  

 

  

 

  

 

  

Commercial construction

$

1,044

$

(220)

$

824

$

2,020

$

1,196

Commercial real estate

 

10,199

 

(10,199)

 

 

 

Commercial real estate owner occupied

 

 

1,783

 

1,783

 

2,491

 

708

Commercial real estate non-owner occupied

 

 

7,864

 

7,864

 

5,856

 

(2,008)

Tax exempt

 

80

 

(22)

 

58

 

98

 

40

Commercial and industrial

 

3,302

 

(165)

 

3,137

 

6,133

 

2,996

Residential real estate

 

4,078

 

932

 

5,010

 

6,742

 

1,732

Home equity

 

258

 

27

 

285

 

888

 

603

Consumer other

 

121

 

 

121

 

82

 

(39)

Total allowance for credit losses on loans

$

19,082

$

$

19,082

$

24,310

$

5,228

Liabilities:

 

  

 

  

 

  

 

  

 

  

Allowance for credit losses on unfunded commitments

$

359

$

$

359

$

1,975

$

1,616

Total allowance for credit losses

$

19,441

$

$

19,441

$

26,285

$

6,844

Retained earnings:

 

  

 

  

 

  

 

  

 

  

Total increase in Allowance for credit losses

 

  

 

  

 

  

 

  

$

6,844

Tax effect

 

  

 

  

 

  

 

  

 

(1,602)

Decrease to retained earnings

 

  

 

  

 

  

 

  

$

5,242

Revision of Previously Issued Financial Statements

The Company has revised amounts reported in previously issued financial statements for the periods presented in this Annual Report on Form 10-K related to errors. The revised amounts relate to derivatives that were incorrectly presented as assets instead of liabilities and related equity effects net of tax and the related effects on comprehensive income and shareholders’ equity.

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The following tables present the revisions to the line items of our previously issued financial statements to reflect the correction of errors:

Consolidated Balance Sheets

December 31, 2020

As Reported

Adjustment

As Revised

Deferred tax assets, net

$

1,745

$

1,302

$

3,047

Other assets

73,662

(2,789)

70,873

Total assets

$

3,725,762

$

(1,487)

$

3,724,275

Other liabilities

$

72,183

$

2,789

$

74,972

Total liabilities

3,314,421

2,789

3,317,210

Total shareholders' equity

411,341

(4,276)

407,065

Total liabilities and shareholders' equity

$

3,725,762

$

(1,487)

$

3,724,275

Consolidated Statements of Comprehensive Income

Twelve months ended December 31, 2019

As Reported

Adjustment

As Revised

Other comprehensive income, before tax:

Changes in unrealized gain (loss) on hedging derivatives

$

2,216

$

(156)

$

2,060

Income taxes related to other comprehensive income:

Changes in unrealized (gain) loss on hedging derivatives

(448)

37

(411)

Total other comprehensive income

15,713

(119)

15,594

Total comprehensive income

$

38,333

$

(119)

$

38,214

Twelve months ended December 31, 2020

As Reported

Adjustment

As Revised

Other comprehensive income, before tax:

Changes in unrealized gain (loss) on hedging derivatives

$

3,772

$

(5,423)

$

(1,651)

Income taxes related to other comprehensive income:

Changes in unrealized (gain) loss on hedging derivatives

(880)

1,266

386

Total other comprehensive income

7,105

(4,157)

2,948

Total comprehensive income

$

40,349

$

(4,157)

$

36,192

Consolidated Statements of Changes in Shareholder's Equity

As Reported

Adjustment

As Revised

Balance at December 31, 2019

$

396,407

$

(119)

$

396,288

Beginning accumulated other comprehensive income

3,911

(119)

3,792

Other comprehensive income

7,105

(4,157)

2,948

Ending accumulated other comprehensive income

11,016

(4,276)

6,740

Balance at December 31, 2020

$

411,341

$

(4,276)

$

407,065

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Recent Accounting Pronouncements

The following table provides a brief description of accounting standards that could have a material impact to the Company’s consolidated financial statements upon adoption:

Standard

  

  

Description

  

  

Required Date
of Adoption

  

  

Effect on financial statements

Standards Adopted in 2021

ASU 2016-13, Measurement of Credit Losses on Financial Instruments ASU 2018‑19, Codification Improvements to ASU 2016-13

This ASU amends Topic 326, Financial Instruments- Credit Losses to replace the current incurred loss accounting model with a current expected credit loss approach ("CECL") for financial instruments measured at amortized cost and other commitments to extend credit, such as of balance sheet credit exposures (loan commitments, unused line of credit and stand-by letters of credit). The amendments require entities to consider all available relevant information when estimating current expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts. The resulting allowance for credit losses is to reflect the portion of the amortized cost basis that the entity does not expect to collect. The amendments also eliminate the current accounting model for purchased credit impaired loans and certain off-balance sheet exposures. Additional quantitative and qualitative disclosures are required upon adoption.

While the CECL model does not apply to available for sale debt securities, the ASU does require entities to record an allowance when recognizing credit losses for available for sale securities with unrealized losses, rather than reduce the amortized cost of the securities by direct write-offs. The guidance will require companies to recognize improvements to estimated credit losses immediately in earnings rather than interest income over time.

The ASU should be adopted on a modified retrospective basis. Entities that have loans accounted for under ASC 310-30 at the time of adoption should prospectively apply the guidance in this amendment for purchase credit deteriorated assets.

January 1, 2022

Adoption of this ASU primarily changed how the Company estimates credit losses with the application of the expected credit loss model. The Company applied the standard's provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company has finalized its CECL implementation, received board approval of the final CECL model, completed modelling of off-balance sheet credit risks, completed formal governance and control documentation, and developed and presented revised disclosures for board approval.

The ASU was originally effective for the Company beginning in the first quarter of 2020; however, after the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was enacted on March 27, 2020, the Securities and Exchange Commission (SEC) staff clarified that once the deferral was elected by a registrant, Dec. 31, 2020, adoption of CECL was required, retrospective to Jan. 1, 2020 (ignoring an early termination of the national emergency). Under the amendments, a registrant electing the delay under the CARES Act is further delayed until Jan. 1, 2022, effective as of Jan. 1, 2022 (absent an early termination of the national emergency). With regard to the amendments to Section 4014, the SEC staff indicated it would not object to a registrant early adopting on Dec. 31, 2020, retrospective to Jan. 1, 2020, or Jan. 1, 2021, effective as of Jan. 1, 2021.

The Company adopted CECL effective January 1, 2021, which increased its allowance for credit losses (ACL) by $5.2 million and reserve for unfunded commitments by $1.6
million. Equity was reduced by $5.2 million, net of deferred tax of $1.6 million on the date of adoption.

ASU 2018-14 Compensation- Disclosure Requirements for Defined Pension Plans Topic 715-20

This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other post-retirement benefit plans.

January 1, 2021

Early adoption is permitted.

Adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

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Standard

Description

Required Date
of Adoption

Effect on financial statements

Standards Adopted in 2021

ASU 2020-01, Investments—Equity Securities, Investments Equity Method and Joint Ventures, and Derivatives and Hedging

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which added Topic 321, Investments – Equity Securities, and made targeted improvements to address certain aspects of accounting for financial instruments. The amendments in this Update affect all entities that apply the guidance in Topics 321, 323, and 815 and (1) elect to apply the measurement alternative or (2) enter into a forward contract or purchase an option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting.

The amendments in this Update clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. The amendments in this Update should be applied prospectively.

December 15, 2020

The adoption had no material impact on the Company's consolidated financial statements. The Company’s equity method investments which primarily consist of community limited partnership investments are in compliance with the new guidance prospectively in 2021.

Standard

Description

Required Date
of Adoption

Effect on financial statements

Standards Not Yet Adopted

ASU 2020-04 Facilitation of the Effects of Reference Rate Reform, Topic 848, as amended in ASU 2021-012022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method

This ASU provides temporary optional expedients and exceptionsThe amendments in this update allow non prepayable financial assets to GAAP guidance on contract modifications andbe included in a closed portfolio hedge accountingusing the portfolio layer method. The amendments allow multiple hedged layers to easebe designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. Additionally, the financial reporting burdensamendments specify that an entity hedging multiple amounts in a closed portfolio with a single amortizing-notional swap is executing a single-layer hedge, not hedges of the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). For instance, companies can (1) elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. A company that makes this election would not have to re-measure the contracts at the modification date or reassess a previous accounting determination. Companies can also (2) elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Finally, companies can (3) make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform.multiple layers.

May be elected through December 31, 2022.January 1, 2023

We do not expect adoption of this ASU to have a material impact on our consolidated financial statements.

ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

The Company is currently evaluating allamendments in this update eliminate TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of its contracts, hedging relationshipsan existing loan. The amendments enhance existing disclosure requirements and other transactions that will be effected by reference rates are being discontinued. The following electionsintroduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.

January 1, 2023

We do not expect adoption of this ASU to have been made in regards toa material impact on our cash flow hedges as outlined on the next page.consolidated financial statements.

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Rate Reform Elections

Adherence to ISDA Fallback Protocol

The ISDA 2020 IBOR Fallbacks Protocol (the “ISDA Fallback Protocol”) was made available for adherence on October 23, 2020 with an effective date of January 25, 2021. Once adhered to by both counterparties in a bilateral relationship and the effective date is reached, the ISDA Fallback Protocol represents a change to the contractual terms of derivatives governed by each respective ISDA agreement between the Company and a derivative counterparty. The change relates to reference rate reform and represents the potential for addition of or changes to contractual terms and was developed by a private-sector working group convened by a regulator as referenced in 848-20-15-5(g). For all of the Company’s interest rate swaps that meet the scope requirements of 848-10-15-3 and 848-10-15-3A and for which the Company adhered to the ISDA Fallback Protocol, the Company makes the following elections:

Modification related elections

Option to not reassess a previous accounting determination (paragraph 848-20-35-4)

Hedge accounting related modifications

Option to not dedesignate a hedging relationship due to a change in a critical term (paragraph 848-30-25-3)

Option to change the contractual terms of a hedging instrument, hedged item, or forecasted transaction and to not dedesignate a hedging relationship (paragraph 848-30-25-5)

Cash flow hedges

The Company amends the hedge documentation, without dedesignating and redesignating, for all outstanding cash flow hedging relationships for the following elections:

Probability of forecasted transactions: The Company elects the expedient in ASC 848-50-25-2 to assert probability of the hedged interest payments/receipts regardless of any expected modification in terms related to reference rate reform.

Assessment of effectiveness: In accordance with ASC 848-30-25-4, ASC 848-30-25-8, and ASC 848-50-35-1 through 35-24 the Company has the option to change the method of assessing effectiveness upon a change in the critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. At this time the Company elects to continue the method of assessing effectiveness as documented in the original hedge documentation and elects to apply the expedient in ASC 848-50-35-17 so that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. For new hedging relationships designated subsequent to the date of this memorandum, the Company elects to apply the expedient in ASC 848-50-25-11 to assume that the reference rate will not be replaced for the remainder of the hedging relationship.

New hedging activity

The Company makes the same elections for each hedging relationship designated subsequent to March 31, 2021. Any hedging relationship-specific elections beyond the elections noted above will be documented in the respective inception hedge documentation. Subsequent election of optional expedients and exceptions after March 31, 2021 will be documented in accordance with the elections being made here.

1

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NOTE 2.           SECURITIES AVAILABLE FOR SALE

The following is a summary of securities available for sale:

Gross

Gross

Gross

Gross

 Unrealized

 Unrealized

 Unrealized

 Unrealized

(in thousands)

    

Amortized Cost

    

 Gains

    

 Losses

    

Fair Value

    

Amortized Cost

    

 Gains

    

 Losses

    

Fair Value

December 31, 2021

 

  

 

  

 

  

 

  

December 31, 2022

 

  

 

  

 

  

 

  

Mortgage-backed securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

237,283

$

2,289

$

(3,455)

$

236,117

$

249,838

$

14

$

(34,825)

$

215,027

US Government agency

 

79,143

 

1,016

 

(522)

 

79,637

 

93,010

 

21

 

(10,765)

 

82,266

Private label

 

68,691

 

142

 

(138)

 

68,695

 

64,056

 

34

 

(3,936)

 

60,154

Obligations of states and political subdivisions thereof

 

140,585

 

1,489

 

(298)

 

141,776

 

121,939

 

7,149

 

(21,351)

 

107,737

Corporate bonds

 

89,994

 

2,479

 

(422)

 

92,051

 

102,505

 

33

 

(8,206)

 

94,332

Total securities available for sale

$

615,696

$

7,415

$

(4,835)

$

618,276

$

631,348

$

7,251

$

(79,083)

$

559,516

Gross

Gross

Gross

Gross

 Unrealized

 Unrealized

 Unrealized

 Unrealized

(in thousands)

    

Amortized Cost

    

 Gains

    

 Losses

    

Fair Value

    

Amortized Cost

    

 Gains

    

 Losses

    

Fair Value

December 31, 2020

 

  

 

  

 

  

 

  

December 31, 2021

 

  

 

  

 

  

 

  

Mortgage-backed securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

206,834

$

6,018

$

(462)

$

212,390

$

237,283

$

2,289

$

(3,455)

$

236,117

US Government agency

 

82,878

 

2,870

 

(116)

 

85,632

 

79,143

 

1,016

 

(522)

 

79,637

Private label

 

19,810

 

40

 

(141)

 

19,709

 

64,691

 

142

 

(138)

 

64,695

Obligations of states and political subdivisions thereof

 

164,766

 

4,244

 

(6)

 

169,004

 

140,585

 

1,489

 

(298)

 

141,776

Corporate bonds

 

97,689

 

1,465

 

(843)

 

98,311

 

93,994

 

2,479

 

(422)

 

96,051

Total securities available for sale

$

571,977

$

14,637

$

(1,568)

$

585,046

$

615,696

$

7,415

$

(4,835)

$

618,276

Credit Quality Information

We monitor the credit quality of available for sale debt securities through credit ratings from various rating agencies and substantial price changes. Credit ratings express opinions about the credit quality of a security and are utilized us to make informed decisions.  Securities are triggered for further review in the quarter if the security has significant fluctuations in ratings, drops below investment grade, or significant pricing changes. For securities without credit ratings, we utilize other financial information indicating the financial health of the underlying municipality, agency, or organization associated with the underlying security.

As of December 31, 2022 and 2021, we carried no allowance on available for sale debt securities in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments.

The amortized cost and estimated fair value of available for sale securities segregated by contractual maturity at December 31, 20212022 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities are shown in total, as their maturities are highly variable.

Available for sale

(in thousands)

    

Amortized Cost

    

Fair Value

Within 1 year

 

$

4,999

$

5,047

Over 1 year to 5 years

 

24,530

 

25,112

Over 5 years to 10 years

 

61,955

 

60,534

Over 10 years

 

139,095

 

143,134

Total bonds and obligations

 

230,579

 

233,827

Mortgage-backed securities

 

385,117

 

384,449

Total securities available for sale

$

615,696

$

618,276

The following table summarizes proceeds from the sale of AFS securities and realized gains and losses:

Proceeds from Sale

of Securities

Available for sale

(in thousands)

    

Available for Sale

    

Realized Gains

    

Realized Losses

    

Net

    

Amortized Cost

    

Fair Value

2021

$

92,723

$

2,933

$

(63)

$

2,870

2020

153,200

5,492

(47)

5,445

2019

 

92,315

993

(756)

237

Within 1 year

 

$

195

$

197

Over 1 year to 5 years

 

38,285

 

35,251

Over 5 years to 10 years

 

56,507

 

58,721

Over 10 years

 

129,457

 

107,900

Total bonds and obligations

 

224,444

 

202,069

Mortgage-backed securities

 

406,904

 

357,447

Total securities available for sale

$

631,348

$

559,516

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The following table summarizes proceeds from the sale of AFS securities and realized gains and losses:

Proceeds from Sale

of Securities

(in thousands)

    

Available for Sale

    

Realized Gains

    

Realized Losses

    

Net

2022

$

7,130

$

151

$

(98)

$

53

2021

92,723

2,933

(63)

2,870

2020

 

153,200

5,492

(47)

5,445

Securities with unrealized losses, segregated by the duration of their continuous unrealized loss positions, are summarized as follows:

Less Than Twelve Months

Over Twelve Months

Total

Less Than Twelve Months

Over Twelve Months

Total

Gross

    

    

Gross

    

    

Gross

    

Gross

    

    

Gross

    

    

Gross

    

Unrealized

Fair

Unrealized

Fair

Unrealized 

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized 

Fair

(in thousands)

    

Losses

    

Value

    

Losses

    

Value

    

Losses

    

Value

    

Losses

    

Value

    

Losses

    

Value

    

Losses

    

Value

December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

December 31, 2022

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

1,589

$

127,780

$

1,866

$

39,717

$

3,455

$

167,497

$

7,005

$

82,483

$

27,820

$

127,745

$

34,825

$

210,228

US Government agency

 

381

 

32,628

 

141

 

4,548

 

522

 

37,176

 

2,902

 

42,865

 

7,863

 

34,988

 

10,765

 

77,853

Private label

 

133

 

44,372

 

5

 

16

 

138

 

44,388

 

841

 

15,694

 

3,095

 

44,396

 

3,936

 

60,090

Obligations of states and political subdivisions thereof

 

187

 

36,878

 

111

 

6,129

 

298

 

43,007

 

7,990

 

48,799

 

13,361

 

55,702

 

21,351

 

104,501

Corporate bonds

 

94

 

21,358

 

328

 

11,922

 

422

 

33,280

 

4,733

 

65,279

 

3,473

 

25,027

 

8,206

 

90,306

Total securities available for sale

$

2,384

$

263,016

$

2,451

$

62,332

$

4,835

$

325,348

$

23,471

$

255,120

$

55,612

$

287,858

$

79,083

$

542,978

Less Than Twelve Months

Over Twelve Months

Total

Less Than Twelve Months

Over Twelve Months

Total

    

Gross

    

    

Gross

    

    

Gross

    

    

Gross

    

    

Gross

    

    

Gross

    

Unrealized

Fair

Unrealized

Fair

Unrealized 

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized 

Fair

(in thousands)

Losses

Value

Losses

Value

Losses

Value

Losses

Value

Losses

Value

Losses

Value

December 31, 2020

 

  

 

  

 

  

 

  

 

  

 

  

December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

Mortgage-backed securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

209

$

40,285

$

253

$

4,323

$

462

$

44,608

$

1,589

$

127,780

$

1,866

$

39,717

$

3,455

$

167,497

US Government agency

 

45

 

6,776

 

71

 

3,297

 

116

 

10,073

 

381

 

32,628

 

141

 

4,548

 

522

 

37,176

Private label

 

 

 

141

 

19,514

 

141

 

19,514

 

133

 

40,372

 

5

 

16

 

138

 

40,388

Obligations of states and political subdivisions thereof

 

6

 

5,577

 

 

 

6

 

5,577

 

187

 

36,878

 

111

 

6,129

 

298

 

43,007

Corporate bonds

 

555

 

21,774

 

288

 

11,712

 

843

 

33,486

 

94

 

25,358

 

328

 

11,922

 

422

 

37,280

Total securities available for sale

$

815

$

74,412

$

753

$

38,846

$

1,568

$

113,258

$

2,384

$

263,016

$

2,451

$

62,332

$

4,835

$

325,348

A summary of securities pledged as collateral for certain deposits and borrowing arrangements as offor the years ended December 31, 20212022 and December 31, 20202021 is as follows:

December 31, 2021

December 31, 2020

December 31, 2022

December 31, 2021

    

Carrying 

    

Estimated

    

Carrying 

    

Estimated

    

Carrying 

    

Estimated

    

Carrying 

    

Estimated

(in thousands)

Value

 Fair Value

Value

 Fair Value

Value

 Fair Value

Value

 Fair Value

Securities pledged for deposits

$

15,326

$

17,214

$

83,805

$

92,862

$

26,807

$

23,430

$

15,326

$

17,214

Securities pledged for repurchase agreements

 

25,693

 

28,431

 

37,444

 

39,119

 

21,001

 

17,964

 

25,693

 

28,431

Securities pledged for borrowings (1)

 

45,005

 

47,568

 

48,725

 

51,913

 

40,686

 

33,962

 

45,005

 

47,568

Total securities pledged

$

86,024

$

93,213

$

169,974

$

183,894

$

88,494

$

75,356

$

86,024

$

93,213

(1)The Bank pledged securities as collateral for certain borrowing arrangements with the Federal Home Loan Bank of Boston and Federal Reserve Bank of Boston.

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We expect to recover itsthe amortized cost basis on all securities in itsour AFS portfolio. Furthermore, the Company doeswe do not intend to sell nor does itdo we anticipate that itwe will be required to sell any of its securities in an unrealized loss position as of December 31, 2021,2022, prior to this recovery. The Company’sOur ability and intent to hold these securities until recovery is supported by the Company’s strongour capital and liquidity positions as well as its historically low portfolio turnover.

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The following summarizes, by investment security type, the impact of securities in an unrealized loss position for greater than 12 months at December 31, 2021:2022:

US Government-sponsored enterprises

27484 out of the total 533514 securities in the Company’sour portfolios of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 1.46%14.21% of the amortized cost of securities in unrealized loss positions. The FNMA and FHLMC guarantee the contractual cash flows of all of the Company’sour US Government- sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the year. All securities are performing.

US Government agencies

7140 out of the total 156161 securities in the Company’sour portfolios of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 0.66%12.15% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association (“GNMA”) guarantees the contractual cash flows of all of the Company’sour US government agency securities. The securities are rated investment grade and there were no material underlying credit downgrades during the year. All securities are performing.

Private-label

431 of the total 3334 securities in the Company’sour portfolio of AFS private-label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 0.20%6.15% of the amortized cost of securities in unrealized loss positions. Based upon the foregoing considerations, and the expectation that the Companyour will receive all of the future contractual cash flows related to the amortized cost on these securities, the Company doeswe do not consider there to be any additional other-than-temporary impairment with respect to these securities.

Obligations of states and political subdivisions thereof

267 of the total 9377 securities in the Company’sour portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 0.21%16.96% of the amortized cost of securities in unrealized loss positions. The CompanyWe continually monitorsmonitor the municipal bond sector of the market carefully and periodically evaluatesevaluate the appropriate level of exposure to the market. At this time, the Company believeswe believe the bonds in this portfolio carry minimal risk of default and the Company iswe are appropriately compensated for that risk. There were no material underlying credit downgrades during the year. All securities are performing.

Corporate bonds

330 of the total 2933 securities in the Company’sour portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents 0.47%8.59% of the amortized cost of securities in unrealized loss positions. The Company reviewsWe review the financial strength of all of these bonds and hashave concluded that the amortized cost remains supported by the expected future cash flows of these securities.

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NOTE 3.           LOANS AND ALLOWANCE FOR CREDIT LOSSES

Upon adoption of ASC 326 or CECL, effective January 1, 2021, the Company evaluates itsWe evaluate risk characteristics of loans based on regulatory call report code with segmentation based on the underlying collateral for certain loan types. Prior to the adoption of ASC 326, under the incurred loss model, the Company evaluated its risk characteristics of loans based on purpose of the loans.

The following is a summary of total loans excluding residential loans held for sale, by regulatory call report code segmentation based on underlying collateral for certain loan types:

December 31, 

December 31, 

December 31, 

December 31, 

(in thousands)

    

2021

    

2020

    

2022

    

2021

Commercial construction

$

56,263

$

117,882

$

117,577

$

56,263

Commercial real estate owner occupied

 

257,122

 

219,217

 

244,814

 

257,122

Commercial real estate non-owner occupied

 

887,092

 

716,776

 

1,146,674

 

887,092

Tax exempt

 

41,280

 

47,862

 

42,879

 

41,280

Commercial and industrial

 

307,112

 

355,684

 

297,112

 

307,112

Residential real estate

 

888,263

 

995,216

 

954,968

 

888,263

Home equity

 

86,657

 

100,096

 

90,865

 

86,657

Consumer other

 

8,121

 

10,152

 

7,801

 

8,121

Total loans

 

2,531,910

 

2,562,885

 

2,902,690

 

2,531,910

Allowance for credit losses

 

22,718

 

19,082

 

25,860

 

22,718

Net loans

$

2,509,192

$

2,543,803

$

2,876,830

$

2,509,192

Total unamortized net costs and premiums included in loan totals were as follows:

December 31, 

December 31, 

December 31, 

December 31, 

(in thousands)

    

2021

    

2020

    

2022

    

2021

Net Unamortized loan origination costs

$

3,014

$

1,660

Net Unamortized fair value discount on acquired loans

 

(4,758)

 

(7,032)

Net unamortized loan origination costs

$

3,184

$

3,014

Net unamortized fair value discount on acquired loans

 

(3,506)

 

(4,758)

Total

$

(1,744)

$

(5,372)

$

(322)

$

(1,744)

The Company elected toWe exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of December 31, 20212022 and 2020,2021, accrued interest receivable for loans totaled $6.3$10.7 million and $8.7$6.3 million, respectively, and is included in the “other assets” line item on the Company’s consolidated balance sheets.

The CARESCoronavirus Aid, Relief, and Economic Security Act (CARES Act) and subsequent legislation established the Payroll Protection Program (PPP),(“PPP”) are administered directly by the Small Business Administration (SBA)(“SBA”). The Company has participated in both 2020 and 2021 rounds of funding.  As of December 31, 2022, we had no remaining PPP loans and as of December 31, 2021, and 2020, the Companywe had 61 and 746 PPP loans outstanding, with an outstanding principal balance of $6.7 million and $53.8 million, respectively.  The PPP loans are fully guaranteed by the SBA and may be eligible for forgiveness by the SBA to the extent that the proceeds are used to cover eligible costs.million.  PPP loans are included in the commercial and industrial portfolio segment.

For purposes of determining the ACL on loans, the Company disaggregates its loans into portfolio segments. Each portfolio segment possesses unique risk characteristics that are considered when determining the appropriate level of allowance.  Characteristics of each loan portfolio segment are as follows:

Commercial construction - Loans in this segment primarily include raw land, land development and construction of commercial and multifamily residential properties.  Collateral values are determined based upon appraisals and evaluations of the completed structure in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy guidelines that are more restrictive than existing structures.on stabilized commercial real estate transactions.  Construction loans are primarily paid by the cash flow generated from the completed structure, such as operating leases, rents, or other operating cash flows from the borrower.

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Commercial real estate owner occupied and non-owner occupied - Loans in these segments are primarily owner occupiedowner-occupied or income-producing properties.  Loans to Real Estate Investment Trusts (REITs) and unsecured loans to developers that closely correlate to the inherent risk in commercial real estate markets are also included.  Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines.  Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.

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Tax exemptExempt - Loans in this segment primarily include loans to various state and municipal government entities. Loans made in these borrowers may provide the Companyus with tax-exempt income. While governed and underwritten similar to commercial loans they do have unique requirements based on established polices. Almost all state and municipal loans are considered a general obligation of the issuing entity. Given the size of many municipal borrowers, borrowings are normally not rated by major rating agencies.

Commercial and industrial loans - Loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment in this segment.  Generally loans are secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets.  Some loans in this category may be unsecured or guaranteed by government agencies such as the SBA.  Loans are primarily paid by the operating cash flow of the borrower.

Residential real estate - All loans in this segment are collateralized by one-to-four family homes.  Residential real estate loans held in the Company's loan portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to various underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines.

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

Consumer other - Loans in this segment include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as auto loans, recreational equipment, overdraft protection or other consumer loans. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as applicable.

Allowance for Credit Losses

The Allowance for Credit Losses (ACL)(“ACL”) is comprised of the allowance for loan losses and the allowance for unfunded commitments which is accounted for as a separate liability in other liabilities on the balance sheet. The level of the ACL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date.

Upon adoption of CECL effective January 1, 2021, the Company replaced the incurred loss impairment model that recognizes losses when it becomes probable that a credit loss will be incurred, with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged offcharged-off and expected to be charged off.  The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans and TDRs.

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The Company’s activity in the allowance for credit losses for the periods ended are as follows:

At or for the Year Ended December 31, 2022

Balance at

Beginning of

Balance at

(in thousands)

    

Period

Charge Offs

    

Recoveries

    

Provision

    

End of Period

Commercial construction

$

2,111

$

$

$

468

$

2,579

Commercial real estate owner occupied

 

2,751

 

 

120

 

(682)

 

2,189

Commercial real estate non-owner occupied

 

5,650

 

 

 

3,691

 

9,341

Tax exempt

 

86

 

 

 

7

 

93

Commercial and industrial

 

5,369

 

(8)

 

341

 

(2,209)

 

3,493

Residential real estate

 

5,862

 

(84)

 

106

 

1,390

 

7,274

Home equity

 

814

 

(7)

 

25

 

(21)

 

811

Consumer other

 

75

 

(267)

 

12

 

260

 

80

Total

$

22,718

$

(366)

$

604

$

2,904

$

25,860

At or for the Year Ended December 31, 2021

Balance at

Beginning of

Impact of ASC

Balance at

(in thousands)

    

Period

    

326

    

Charge Offs

    

Recoveries

    

Provision

    

End of Period

Commercial construction

$

824

$

1,196

$

$

18

$

73

$

2,111

Commercial real estate owner occupied

 

1,783

 

708

 

(403)

 

290

 

373

 

2,751

Commercial real estate non-owner occupied

 

7,864

 

(2,008)

 

 

4

 

(210)

 

5,650

Tax exempt

 

58

 

40

 

 

 

(12)

 

86

Commercial and industrial

 

3,137

 

2,996

 

(59)

 

77

 

(782)

 

5,369

Residential real estate

 

5,010

 

1,732

 

(77)

 

159

 

(962)

 

5,862

Home equity

 

285

 

603

 

(154)

 

51

 

29

 

814

Consumer other

 

121

 

(39)

 

(205)

 

9

 

189

 

75

Total

$

19,082

$

5,228

$

(898)

$

608

$

(1,302)

$

22,718

At or For the Year Ended December 30, 2020

At or for the Year Ended December 31, 2021

Balance at

Balance at

Beginning of

Balance at

Beginning of

Impact of ASC

Balance at

(in thousands)

    

Period

    

Charge Offs

    

Recoveries

    

Provision

    

End of Period

    

Period

326

    

Charge Offs

    

Recoveries

    

Provision

    

End of Period

Commercial construction

$

317

$

$

$

507

$

824

$

824

$

1,196

$

$

18

$

73

$

2,111

Commercial real estate owner occupied

 

2,368

 

 

 

(585)

 

1,783

 

1,783

 

708

 

(403)

 

290

 

373

 

2,751

Commercial real estate non-owner occupied

 

4,695

 

(1,137)

 

173

 

4,133

 

7,864

 

7,864

 

(2,008)

 

 

4

 

(210)

 

5,650

Tax exempt

 

67

 

 

 

(9)

 

58

 

58

 

40

 

 

 

(12)

 

86

Commercial and industrial

 

3,262

 

(593)

30

 

438

 

3,137

 

3,137

 

2,996

 

(59)

77

 

(782)

 

5,369

Residential real estate

 

4,213

 

(54)

 

13

 

838

 

5,010

 

5,010

 

1,732

 

(77)

 

159

 

(962)

 

5,862

Home equity

 

320

 

 

 

(35)

 

285

 

285

 

603

 

(154)

 

51

 

29

 

814

Consumer other

 

111

 

(384)

 

56

 

338

 

121

 

121

 

(39)

 

(205)

 

9

 

189

 

75

Total

$

15,353

$

(2,168)

$

272

$

5,625

$

19,082

$

19,082

$

5,228

$

(898)

$

608

$

(1,302)

$

22,718

The following table presents activity in the allowance for loan losses and select loan information by portfolio segment, under the incurred loss methodology, for the period indicated:

At or for the Year Ended December 31, 2019

    

Commercial

    

Commercial

    

Residential

    

    

(in thousands)

real estate

and industrial

real estate

Consumer

Total

Balance at beginning of period

$

6,984

$

2,415

$

4,059

$

408

$

13,866

Charged-off loans

 

(212)

 

(359)

 

(349)

 

(233)

 

(1,153)

Recoveries on charged-off loans

 

194

 

65

 

55

 

9

 

323

Provision (release) for loan losses

 

849

 

1,493

 

(220)

 

195

 

2,317

Balance at end of period

$

7,815

$

3,614

$

3,545

$

379

$

15,353

Individually evaluated for impairment

 

1,243

 

164

 

106

 

 

1,513

Collectively evaluated

 

6,572

 

3,450

 

3,439

 

379

 

13,840

Total

$

7,815

$

3,614

$

3,545

$

379

$

15,353

At or For the Year Ended December 30, 2020

Balance at

Beginning of

Balance at

(in thousands)

    

Period

    

Charge Offs

    

Recoveries

    

Provision

    

End of Period

Commercial construction

$

317

$

$

$

507

$

824

Commercial real estate owner occupied

 

2,368

 

 

 

(585)

 

1,783

Commercial real estate non-owner occupied

 

4,695

 

(1,137)

 

173

 

4,133

 

7,864

Tax exempt

 

67

 

 

 

(9)

 

58

Commercial and industrial

 

3,262

 

(593)

30

 

438

 

3,137

Residential real estate

 

4,213

 

(54)

 

13

 

838

 

5,010

Home equity

 

320

 

 

 

(35)

 

285

Consumer other

 

111

 

(384)

 

56

 

338

 

121

Total

$

15,353

$

(2,168)

$

272

$

5,625

$

19,082

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Unfunded Commitments

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (other liabilities on the consolidated balance sheet), with adjustments to the reserve recognized in other non-interest expense in the consolidated statement of operations. The Company’s activity in the allowance for credit losses on unfunded commitments for the periods ended was as follows:

At or for the Years Ended December 31,

At or for the Years Ended December 31,

(in thousands)

2021

 

2020

2019

2022

 

2021

2020

Beginning Balance

$

359

$

314

$

304

$

2,152

$

359

$

314

Impact of CECL adoption

1,616

Impact of ASC 326

1,616

Provision for credit losses

 

177

 

45

 

10

 

1,758

 

177

 

45

Ending Balance

$

2,152

$

359

$

314

$

3,910

$

2,152

$

359

Loan Origination/Risk Management: The Company hasWe have certain lending policies and procedures in place designed to maximize loan income within an acceptable level of risk. The Company’sOur Board of Directors reviewsreview and approvesapprove these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the Company's Board of Directors with frequent reports related to loan production, loan quality, and concentration of credit, loan delinquencies, non-performing loans and potential problem loans. The Company seeksWe seek to diversify the loan portfolio as a means of managing risk associated with fluctuations in economic conditions.

Credit Quality Indicators:  In monitoring the credit quality of the portfolio, management applies a credit quality indicator and uses an internal risk rating system to categorize commercial loans. These credit quality indicators range from one through nine, with a higher number correlating to increasing risk of loss.  Consistent with regulatory guidelines, the Company provides for the classification of loans which are considered to be of lesser quality as special mention, substandard, doubtful, or loss (i.e. risk-rated 6, 7, 8 and 9, respectively).

The following are the definitions of the Company’sour credit quality indicators:

Pass: Loans the Company considerswe consider in the commercial portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes there is a low risk of loss related to these loans considered pass-rated.

Special Mention: Loans the Company considersconsidered having some potential weaknesses, but are deemed to not carry levels of risk inherent in one of the subsequent categories, are designated as special mention. A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. This might include loans whichthat may require a higher level of supervision or internal reporting because of: (i) declining industry trends; (ii) increasing reliance on secondary sources of repayment; (iii) the poor condition of or lack of control over collateral; or (iv) failure to obtain proper documentation or any other deviations from prudent lending practices. Economic or market conditions which may, in the future, affect the obligor may warrant special mention of the asset. Loans for which an adverse trend in the borrower's operations or an imbalanced position in the balance sheet which has not reached a point where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose the Companyus to sufficient risks to warrant classification.

Substandard: Loans the Company considerswe consider as substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans have a well-defined weakness that jeopardizes liquidation of the debt. Substandard loans include those loans where there is the distinct possibility of some loss of principal, if the deficiencies are not corrected.

Doubtful: Loans the Company considerswe consider as doubtful have all of the weaknesses inherent in those loans that are classified as substandard. These loans have the added characteristic of a well-defined weakness which is inadequately protected by the current sound worth and paying capacity of borrower or of the collateral pledged, if any, and calls into question the collectability of the full balance of the loan. The possibility of loss is high but because of certain important and reasonably

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specific pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status is determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. The entire amount of the loan might not be classified as doubtful when collection of a specific portion appears highly probable. Loans are generally not classified doubtful for an extended period of time (i.e., over a year).

Loss: Loans we consider as losses are those considered uncollectible and of such little value that their continuance as an asset is not warranted and the uncollectible amounts are charged-off. This classification does not mean the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this worthless asset even though partial recovery may be affected in the future. Losses are taken in the period in which they are determined to be uncollectible.

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collectability of the full balance of the loan. 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 loan, its classification as loss is deferred until its more exact status is determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. The entire amount of the loan might not be classified as doubtful when collection of a specific portion appears highly probable. Loans are generally not classified doubtful for an extended period of time (i.e., over a year).

Loss: Loans the Company considers as losses are those considered uncollectible and of such little value that their continuance as an asset is not warranted and the uncollectible amounts are charged-off. This classification does not mean the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this worthless asset even though partial recovery may be affected in the future. Losses are taken in the period in which they are determined to be uncollectible.

The Company periodically reassesses asset quality indicators to reflect appropriately the risk composition of the Company’s loan portfolio. Based on the most recent analysis performed the Company’sfollowing table presents our loans by year of origination, loan segmentation and risk indicator as of  December 31, 2021 were as follows:2022:

    

    

    

    

    

    

    

    

    

    

    

    

    

    

(in thousands)

2021

2020

2019

2018

2017

Prior

Total

2022

2021

2020

2019

2018

Prior

Total

Commercial construction

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

22,866

$

4,787

$

19,211

$

9,399

$

$

$

56,263

$

49,722

$

38,837

$

2,865

$

1,011

$

964

$

$

93,399

Special mention

 

 

 

 

 

 

 

 

 

 

24,178

 

 

 

 

24,178

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

22,866

$

4,787

$

19,211

$

9,399

$

$

$

56,263

$

49,722

$

38,837

$

27,043

$

1,011

$

964

$

$

117,577

Commercial real estate owner occupied

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

12,940

$

25,240

$

34,782

$

49,136

$

19,292

$

103,144

$

244,534

$

22,371

$

11,290

$

23,014

$

31,352

$

46,398

$

103,295

$

237,720

Special mention

 

 

 

760

 

 

 

2,659

 

3,419

 

 

 

243

 

666

 

173

 

1,870

 

2,952

Substandard

 

 

 

1

 

853

 

247

 

7,737

 

8,838

 

 

 

 

 

77

 

3,924

 

4,001

Doubtful

167

164

331

141

141

Total

$

12,940

$

25,240

$

35,543

$

50,156

$

19,539

$

113,704

$

257,122

$

22,371

$

11,290

$

23,257

$

32,018

$

46,648

$

109,230

$

244,814

Commercial real estate non-owner occupied

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

235,646

$

172,785

$

119,326

$

39,663

$

136,120

$

165,329

$

868,869

$

370,856

$

228,414

$

145,096

$

88,111

$

35,213

$

238,395

$

1,106,085

Special mention

 

 

 

174

 

 

 

14,789

 

14,963

 

 

21,390

 

 

127

 

911

 

16,612

 

39,040

Substandard

 

 

 

 

 

 

3,097

 

3,097

 

 

 

 

 

 

1,404

 

1,404

Doubtful

163

163

145

145

Total

$

235,646

$

172,785

$

119,500

$

39,663

$

136,120

$

183,378

$

887,092

$

370,856

$

249,804

$

145,096

$

88,238

$

36,124

$

256,556

$

1,146,674

Tax exempt

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

1,249

$

299

$

968

$

14,408

$

5,329

$

19,027

$

41,280

$

8,686

$

1,020

$

252

$

772

$

13,231

$

18,918

$

42,879

Special mention

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$

1,249

$

299

$

968

$

14,408

$

5,329

$

19,027

$

41,280

$

8,686

$

1,020

$

252

$

772

$

13,231

$

18,918

$

42,879

Commercial and industrial

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

77,608

$

80,569

$

33,405

$

16,457

$

33,413

$

61,594

$

303,046

$

83,151

$

26,948

$

62,835

$

27,491

$

9,511

$

81,316

$

291,252

Special mention

 

 

 

584

 

468

 

172

 

1,396

 

2,620

 

1,450

 

 

53

 

803

 

201

 

619

 

3,126

Substandard

 

58

 

3

 

512

 

 

48

 

578

 

1,199

 

 

113

 

111

 

65

 

299

 

2,106

 

2,694

Doubtful

92

155

247

40

40

Total

$

77,666

$

80,572

$

34,501

$

16,925

$

33,725

$

63,723

$

307,112

$

84,601

$

27,061

$

62,999

$

28,359

$

10,011

$

84,081

$

297,112

(continued)

Residential real estate

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

195,320

$

177,480

$

111,021

$

69,170

$

47,797

$

349,795

$

950,583

Nonperforming

 

 

45

 

 

49

 

641

 

3,650

 

4,385

Total

$

195,320

$

177,525

$

111,021

$

69,219

$

48,438

$

353,445

$

954,968

Home equity

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

17,107

$

10,638

$

8,139

$

6,830

$

6,997

$

40,191

$

89,902

Nonperforming

 

 

 

 

 

 

963

 

963

Total

$

17,107

$

10,638

$

8,139

$

6,830

$

6,997

$

41,154

$

90,865

Consumer other

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

4,321

$

1,341

$

863

$

265

$

64

$

942

$

7,796

Nonperforming

 

 

 

5

 

 

 

 

5

Total

$

4,321

$

1,341

$

868

$

265

$

64

$

942

$

7,801

Total Loans

$

752,984

$

517,516

$

378,675

$

226,712

$

162,477

$

864,326

$

2,902,690

7674

Table of Contents

    

    

    

    

    

    

    

(in thousands)

2021

2020

2019

2018

2017

Prior

Total

Residential real estate

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

191,466

$

120,495

$

83,044

$

62,299

$

59,642

$

364,482

$

881,428

Nonperforming

 

 

 

 

286

 

178

 

6,371

 

6,835

Total

$

191,466

$

120,495

$

83,044

$

62,585

$

59,820

$

370,853

$

888,263

Home equity

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

12,770

$

10,461

$

9,005

$

7,855

$

6,474

$

38,823

$

85,388

Nonperforming

 

 

 

 

 

 

1,269

 

1,269

Total

$

12,770

$

10,461

$

9,005

$

7,855

$

6,474

$

40,092

$

86,657

Consumer other

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

2,525

$

1,659

$

792

$

669

$

92

$

2,379

$

8,116

Nonperforming

 

 

 

 

 

 

5

 

5

Total

$

2,525

$

1,659

$

792

$

669

$

92

$

2,384

$

8,121

Total Loans

$

557,128

$

416,298

$

302,564

$

201,660

$

261,099

$

793,161

$

2,531,910

The following table summarizes credit risk exposure indicators by portfolio segment, under the incurred loss methodology, as of the period indicated:

    

December 31, 2020

Commercial

Commercial

Residential

    

    

(in thousands)

Real Estate

and Industrial

Real Estate

Consumer

Total

Grade:

 

  

 

  

 

  

 

  

 

Pass

 

$

1,053,773

$

422,016

$

$

$

1,475,789

Performing

914,749

112,190

1,026,939

Special mention

 

6,075

2,771

8,846

Substandard

 

22,267

15,180

37,447

Doubtful

 

2,265

1,100

3,365

Loss

 

1

2

3

Non-performing

9,142

1,354

10,496

Total

 

$

1,084,381

$

441,069

$

923,891

$

113,544

$

2,562,885

Past Dues

The following is a summary of past due loans for the periods ended:

December 31, 2021

(in thousands)

    

30-59

    

60-89

    

90+

    

Total Past Due

    

Current

    

Total Loans

Commercial construction

$

$

$

$

$

56,263

$

56,263

Commercial real estate owner occupied

 

1,190

 

7

 

1

 

1,198

 

255,924

 

257,122

Commercial real estate non-owner occupied

 

 

 

 

 

887,092

 

887,092

Tax exempt

 

 

 

 

 

41,280

 

41,280

Commercial and industrial

 

31

 

318

 

185

 

534

 

306,578

 

307,112

Residential real estate

 

5,010

 

1,238

 

1,416

 

7,664

 

880,599

 

888,263

Home equity

 

699

 

149

 

101

 

949

 

85,708

 

86,657

Consumer other

 

29

 

 

2

 

31

 

8,090

 

8,121

Total

$

6,959

$

1,712

$

1,705

$

10,376

$

2,521,534

$

2,531,910

77

Table of Contents

December 31, 2020

(in thousands)

    

30-59

    

60-89

    

90+

    

Total Past Due

    

Current

    

Total Loans

Commercial construction

$

74

$

$

1

$

75

$

117,807

$

117,882

Commercial real estate owner occupied

 

1,309

 

464

 

438

 

2,211

 

217,006

 

219,217

Commercial real estate non-owner occupied

 

503

 

674

 

624

 

1,801

 

714,975

 

716,776

Tax exempt

 

 

 

 

 

47,862

 

47,862

Commercial and industrial

 

161

 

 

193

 

354

 

355,330

 

355,684

Residential real estate

 

9,178

 

2,511

 

3,200

 

14,889

 

980,327

 

995,216

Home equity

 

1,062

 

614

 

375

 

2,051

 

98,045

 

100,096

Consumer other

 

20

 

 

2

 

22

 

10,130

 

10,152

Total

$

12,307

$

4,263

$

4,833

$

21,403

$

2,541,482

$

2,562,885

Non-Accrual Loans

The following is a summary of non-accrual loans for the periods ended:

December 31, 2021

Nonaccrual With No

90+ Days Past

(in thousands)

    

Nonaccrual

    

Related Allowance

    

Due and Accruing

Commercial construction

$

$

$

Commercial real estate owner occupied

 

783

 

424

 

Commercial real estate non-owner occupied

 

622

 

459

 

Tax exempt

 

 

 

Commercial and industrial

 

677

 

542

 

30

Residential real estate

 

6,835

 

2,537

 

41

Home equity

 

1,269

 

305

 

63

Consumer other

 

5

 

 

Total

$

10,191

$

4,267

$

134

December 31, 2020

Nonaccrual With No

90+ Days Past

(in thousands)

    

Nonaccrual

    

Related Allowance

    

Due and Accruing

Commercial construction

$

258

$

$

Commercial real estate owner occupied

 

3,038

 

929

 

Commercial real estate non-owner occupied

 

383

 

118

 

Tax exempt

 

 

 

Commercial and industrial

 

1,223

 

1,065

 

Residential real estate

 

5,883

 

4,948

 

Home equity

 

1,345

 

1,346

 

267

Consumer other

 

58

 

58

 

Total

$

12,188

$

8,464

$

267

The Company's policy is to reverse previously recorded interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual for the year ended December 31, 2021 and 2020.

Collateral Dependent Loans

Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent-financial loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date.

78

Table of Contents

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment for the periods ended.

December 31, 2021

December 31, 2020

(in thousands)

    

Real Estate

    

Other

    

Real Estate

    

Other

Commercial construction

$

$

$

259

$

Commercial real estate owner occupied

 

783

 

 

3,441

 

Commercial real estate non-owner occupied

 

622

 

 

383

 

Tax exempt

 

 

 

 

Commercial and industrial

 

385

 

292

 

625

 

607

Residential real estate

 

6,835

 

 

7,432

 

Home equity

 

1,269

 

 

1,493

 

Consumer other

 

5

 

 

60

 

Total

$

9,899

$

292

$

13,693

$

607

Pre Adoption of ASC 326 – Impaired Loans

For periods prior to the adoption of CECL, loans were considered impaired when, based on current information and events, it was probable the Company would be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments.  The Company identified loan relationships having aggregate balances in excess of $150 thousand with potential credit weaknesses. Such loan relationships were identified primarily through the Company's analysis of internal loan evaluations, past due loan reports, TDRs and loans adversely classified. Each loan so identified was then individually evaluated for impairment. Substantially all impaired loans have historically been collateral dependent, meaning repayment of the loan was expected or was considered to be provided solely from the sale of the loan's underlying collateral. For such loans, the Company measured impairment based on the fair value of the loan's collateral, which is generally determined utilizing current appraisals. A specific reserve was established in an amount equal to the excess, if any, of the recorded investment in each impaired loan over the fair value of its underlying collateral, less estimated costs to sell. The Company's policy was to re-evaluate the fair value of collateral dependent loans at least every twelve months unless there is a known deterioration in the collateral's value, in which case a new appraisal is obtained.

79

Table of Contents

The tables reflects the activity associated with impairedfollowing table presents our loans in 2020 prior to the adoptionby year of CECL.

    

December 31, 2020

Recorded

    

Unpaid Principal

    

Related

    

Average Recorded

    

Interest

(in thousands)

Investment

Balance

Allowance

Investment

Income Recognized

With no related allowance:

 

  

 

  

 

  

 

  

 

  

Construction and land development

$

$

$

$

$

Other commercial real estate

 

2,001

 

2,047

 

 

1,610

 

Commercial

 

1,095

 

1,254

 

 

1,140

 

4

Agricultural

 

361

 

150

 

 

114

 

2

Tax exempt loans

 

 

 

 

 

Residential real estate

 

2,745

 

3,165

 

 

1,077

 

17

Home equity

 

 

 

 

 

Other consumer

 

 

 

 

 

With an allowance recorded:

 

  

 

  

 

  

 

  

 

  

Construction and land development

 

258

 

258

 

205

 

203

 

Other commercial real estate

 

1,963

 

2,108

 

1,038

 

1,973

 

17

Commercial

 

282

 

289

 

164

 

73

 

Agricultural

 

 

 

 

 

Tax exempt loans

 

 

 

 

 

Residential real estate

 

887

 

944

 

106

 

1,865

 

37

Home equity

 

13

 

13

 

 

12

 

1

Other consumer

 

 

 

 

 

Total

 

  

 

  

 

  

 

  

 

  

Commercial real estate

 

4,222

 

4,413

 

1,243

 

3,786

 

17

Commercial and industrial

 

1,738

 

1,693

 

164

 

1,327

 

6

Residential real estate

 

3,632

 

4,109

 

106

 

2,942

 

54

Consumer

 

13

 

13

 

 

12

 

1

Total impaired loans

$

9,605

$

10,228

$

1,513

$

8,067

$

78

Troubled Debt Restructuring Loans

The Company’sorigination, loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s loss mitigation activitiessegmentation and could include reductions in the interest rate, payment extensions, forgivenessrisk indicator as of principal, forbearance, or other actions. Certain TDRs are classified as non-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. TDRs are evaluated individually for impairment and may result in a specific allowance amount allocated to an individual loan.

The following tables include the recorded investment and number of modifications identified during the periods ended. The table includes the recorded investment in the loans prior to a modification and also the recorded investment in the loans after the loans were restructured. Modifications may include adjustments to interest rates, payment amounts, extensions of maturity, court ordered concessions or other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. There were 0 modifications qualifying as TDR’s for the year ended December 31, 2021.2021:

    

    

    

    

    

    

    

(in thousands)

2021

2020

2019

2018

2017

Prior

Total

Commercial construction

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

22,866

$

4,787

$

19,211

$

9,399

$

$

$

56,263

Special mention

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

Total

$

22,866

$

4,787

$

19,211

$

9,399

$

$

$

56,263

Commercial real estate owner occupied

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

12,940

$

25,240

$

34,782

$

49,136

$

19,292

$

103,144

$

244,534

Special mention

 

 

 

760

 

 

 

2,659

 

3,419

Substandard

 

 

 

1

 

853

 

247

 

7,737

 

8,838

Doubtful

167

164

331

Total

$

12,940

$

25,240

$

35,543

$

50,156

$

19,539

$

113,704

$

257,122

Commercial real estate non-owner occupied

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

235,646

$

172,785

$

119,326

$

39,663

$

136,120

$

165,329

$

868,869

Special mention

 

 

 

174

 

 

 

14,789

 

14,963

Substandard

 

 

 

 

 

 

3,097

 

3,097

Doubtful

163

163

Total

$

235,646

$

172,785

$

119,500

$

39,663

$

136,120

$

183,378

$

887,092

Tax exempt

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

1,249

$

299

$

968

$

14,408

$

5,329

$

19,027

$

41,280

Special mention

 

 

 

 

 

 

 

Substandard

 

 

 

 

 

 

 

Total

$

1,249

$

299

$

968

$

14,408

$

5,329

$

19,027

$

41,280

Commercial and industrial

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Risk rating:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Pass

$

77,608

$

80,569

$

33,405

$

16,457

$

33,413

$

61,594

$

303,046

Special mention

 

 

 

584

 

468

 

172

 

1,396

 

2,620

Substandard

 

58

 

3

 

512

 

 

48

 

578

 

1,199

Doubtful

92

155

247

Total

$

77,666

$

80,572

$

34,501

$

16,925

$

33,725

$

63,723

$

307,112

Residential real estate

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

191,466

$

120,495

$

83,044

$

62,299

$

59,642

$

364,482

$

881,428

Nonperforming

 

 

 

 

286

 

178

 

6,371

 

6,835

Total

$

191,466

$

120,495

$

83,044

$

62,585

$

59,820

$

370,853

$

888,263

Home equity

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

12,770

$

10,461

$

9,005

$

7,855

$

6,474

$

38,823

$

85,388

Nonperforming

 

 

 

 

 

 

1,269

 

1,269

Total

$

12,770

$

10,461

$

9,005

$

7,855

$

6,474

$

40,092

$

86,657

Consumer other

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Performing

$

2,525

$

1,659

$

792

$

669

$

92

$

2,379

$

8,116

Nonperforming

 

 

 

 

 

 

5

 

5

Total

$

2,525

$

1,659

$

792

$

669

$

92

$

2,384

$

8,121

Total Loans

$

557,128

$

416,298

$

302,564

$

201,660

$

261,099

$

793,161

$

2,531,910

8075

Table of Contents

Past Dues

The following is a summary of past due loans for the periods ended:

December 31, 2022

(in thousands)

    

30-59

    

60-89

    

90+

    

Total Past Due

    

Current

    

Total Loans

Commercial construction

$

$

$

$

$

117,577

$

117,577

Commercial real estate owner occupied

 

385

 

 

 

385

 

244,429

 

244,814

Commercial real estate non-owner occupied

 

45

 

145

 

139

 

329

 

1,146,345

 

1,146,674

Tax exempt

 

 

 

 

 

42,879

 

42,879

Commercial and industrial

 

169

 

 

9

 

178

 

296,934

 

297,112

Residential real estate

 

803

 

348

 

2,029

 

3,180

 

951,788

 

954,968

Home equity

 

216

 

160

 

246

 

622

 

90,243

 

90,865

Consumer other

 

41

 

8

 

 

49

 

7,752

 

7,801

Total

$

1,659

$

661

$

2,423

$

4,743

$

2,897,947

$

2,902,690

December 31, 2021

(in thousands)

    

30-59

    

60-89

    

90+

    

Total Past Due

    

Current

    

Total Loans

Commercial construction

$

$

$

$

$

56,263

$

56,263

Commercial real estate owner occupied

 

1,190

 

7

 

1

 

1,198

 

255,924

 

257,122

Commercial real estate non-owner occupied

 

 

 

 

 

887,092

 

887,092

Tax exempt

 

 

 

 

 

41,280

 

41,280

Commercial and industrial

 

31

 

318

 

185

 

534

 

306,578

 

307,112

Residential real estate

 

5,010

 

1,238

 

1,416

 

7,664

 

880,599

 

888,263

Home equity

 

699

 

149

 

101

 

949

 

85,708

 

86,657

Consumer other

 

29

 

 

2

 

31

 

8,090

 

8,121

Total

$

6,959

$

1,712

$

1,705

$

10,376

$

2,521,534

$

2,531,910

Non-Accrual Loans

The following is a summary of non-accrual loans for the periods ended:

December 31, 2022

Nonaccrual With No

90+ Days Past

(in thousands)

    

Nonaccrual

    

Related Allowance

    

Due and Accruing

Commercial construction

$

$

$

Commercial real estate owner occupied

 

439

 

360

 

Commercial real estate non-owner occupied

 

550

 

411

 

Tax exempt

 

 

 

Commercial and industrial

 

207

 

145

 

Residential real estate

 

4,385

 

1,361

 

202

Home equity

 

963

 

57

 

14

Consumer other

 

5

 

 

Total

$

6,549

$

2,334

$

216

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December 31, 2021

Nonaccrual With No

90+ Days Past

(in thousands)

    

Nonaccrual

    

Related Allowance

    

Due and Accruing

Commercial construction

$

$

$

Commercial real estate owner occupied

 

783

 

424

 

Commercial real estate non-owner occupied

 

622

 

459

 

Tax exempt

 

 

 

Commercial and industrial

 

677

 

542

 

30

Residential real estate

 

6,835

 

2,537

 

41

Home equity

 

1,269

 

305

 

63

Consumer other

 

5

 

 

Total

$

10,191

$

4,267

$

134

Our policy is to reverse previously recorded interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual for the year ended December 31, 2022 and 2021.

Collateral Dependent Loans

Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date.

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment for the periods ended.

December 31, 2022

December 31, 2021

(in thousands)

    

Real Estate

    

Other

    

Real Estate

    

Other

Commercial construction

$

$

$

$

Commercial real estate owner occupied

 

439

 

 

783

 

Commercial real estate non-owner occupied

 

550

 

 

622

 

Tax exempt

 

 

 

 

Commercial and industrial

 

91

 

116

 

385

 

292

Residential real estate

 

4,385

 

 

6,835

 

Home equity

 

963

 

 

1,269

 

Consumer other

 

5

 

 

5

 

Total

$

6,433

$

116

$

9,899

$

292

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Troubled Debt Restructuring Loans

The loan portfolio also includes certain loans that have been modified in a TDR, where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as non-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. TDRs are evaluated individually for impairment and may result in a specific allowance amount allocated to an individual loan.  There were no modifications qualifying as TDRs for the years ended December 31, 2022 and 2021. The following table include the recorded investment and number of modifications identified during the period ended.

Year Ended December 31, 2020

Pre-Modification

Post-Modification

Number of

Outstanding

Outstanding

(in thousands)

    

Modifications

    

Balance

    

Balance

    

Reserve

Commercial construction

$

$

$

Commercial real estate owner occupied

 

 

 

 

Commercial real estate non-owner occupied

 

1

 

54

 

244

 

24

Tax exempt

 

 

 

 

Commercial and industrial

 

7

 

315

 

325

 

Residential real estate

 

 

 

 

Home equity

 

1

 

26

 

24

 

Consumer other

 

1

 

9

 

8

 

Total

 

10

$

404

$

601

$

24

Year Ended December 31, 2019

Pre-Modification

Post-Modification

Number of

Outstanding

Outstanding

(in thousands)

    

Modifications

    

Balance

    

Balance

    

Reserve

Commercial construction

$

$

$

Commercial real estate owner occupied

 

 

 

 

Commercial real estate non-owner occupied

 

10

 

630

 

529

 

69

Tax exempt

 

 

 

 

Commercial and industrial

 

9

 

866

 

774

 

Residential real estate

 

12

 

1,427

 

1,327

 

Home equity

 

 

 

 

Consumer other

 

 

 

 

Total

 

31

$

2,923

$

2,630

$

69

The following tables summarizetable summarizes the types of loan concessions made for the periodsperiod presented:

December 31, 2020

December 31, 2019

December 31, 2020

    

    

Post-Modification

    

    

Post-Modification

    

    

Post-Modification

Number of

Outstanding

Number of

Outstanding

Number of

Outstanding

(in thousands)

Modifications

Balance

Modifications

Balance

Modifications

Balance

Interest only payments and maturity concession

 

$

 

2

$

73

 

$

Interest rate, forbearance and maturity concession

 

4

384

 

 

 

4

384

Amortization and maturity concession

 

 

 

4

 

273

 

 

Amortization concession

 

 

 

 

 

 

Amortization, interest rate and maturity concession

 

 

 

5

 

539

 

 

Forbearance

 

 

 

5

 

346

 

 

Forbearance and interest only payments

 

1

 

24

 

7

 

692

 

1

 

24

Forbearance and maturity concession

 

 

 

4

 

472

 

 

Forbearance, amortization and maturity concession

 

 

 

 

 

 

Maturity concession

 

5

 

193

 

 

 

5

 

193

Other

 

 

 

4

 

235

 

 

Total

 

10

$

601

 

31

$

2,630

 

10

$

601

For the year ended December 31, 20212022 there were 0no loans that were restructured that had subsequently defaulted during the period. The evaluation of certain loans individually for specific impairment includes loans that were previously classified as TDRs or continue to be classified as TDRs.

ModificationsForeclosure

Residential mortgage loans collateralized by real estate that are in response to COVID-19the process of foreclosure as of December 31, 2022 and December 31, 2021 totaled $253 thousand and $574 thousand, respectively.

The Company began offering short-term loan modifications to assist borrowers during the COVID-19 national emergency. The CARES Act along with a joint agency statement issued by banking agencies, provides that short-term modifications made in response to COVID-19 do not need to be accounted for as a TDR. Accordingly, the Company does not account for such loan modifications as TDRs.

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Foreclosure

Residential mortgage loans collateralized by real estate that are in the process of foreclosure as of December 31, 2021 and December 31, 2020 totaled $574 thousand and $633 thousand, respectively.

Loan Concentrations

Loan concentrations in specific industries may occasionally emerge as a result of economic conditions, changes in local demands, natural loan growth and runoff. At December 31, 20212022, the largest industry concentration outside of commercial real estate was the hospitality industry which represents 11%12% or $283.3$336.4 million of the Company’s total loan portfolio, compared with 11% or $276.4$283.3 million at December 31, 2020.2021.

Loans to Related Parties

In the ordinary course of business, the Bank has made loans at prevailing rates and terms to directors, officers and other related parties. In management’s opinion, such loans do not present more than the normal risk of collectability or incorporate other unfavorable features, and were made under terms that are consistent with the Bank’s lending policies.

Loan to related parties at December 31, 20212022 and December 31, 20202021 are summarized below:

(in thousands)

2021

2020

Beginning balance

$

6,131

$

8,209

New loans

 

335

1,589

Less: repayments

 

(3,087)

(3,667)

Ending balance

$

3,379

$

6,131

(in thousands)

2022

2021

Beginning balance

$

3,379

$

6,131

Changes in composition(1)

 

112

New loans

 

1,576

335

Less: repayments

 

(304)

(3,087)

Ending balance

$

4,763

$

3,379

(1)Adjustments to reflect changes in status of directors and officers for each year presented.

Mortgage Banking

Loans sold

For the years ended December 31, 2022 and 2021, and 2020, the Companywe sold $189.3$38.6 million and $226.4$189.3 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $4.1 million$161 thousand and $5.3$4.1 million, respectively.

Loans Held for Sale

The CompanyWe had identified and designatedno loans withheld for sale as of December 31, 2022. Loans held for sale at December 31, 2021 had an unpaid principal balance of $5.4 million, and $24.0 million as residential loans held for sale at December 31, 2021 and 2020, respectively.  The Company elected the fair value option of accounting for its loans designated as held for sale as of December 31, 2021 and the total adjustment was $113 thousand. At December 31, 2020 loans designated as held for sale were accounted for at the lower of fair value or amortized cost. The interest rate exposure on loans held for sale areis mitigated through forward delivery commitments with certain approved secondary market investors. ForwardWe had no forward delivery commitments were $14.8 million,as of December 31, 2022 and $50.6 million, respectively.forward delivery commitments had a notional amount of $200 thousand at December 31, 2021.  Refer to Note 10 for further discussion of the Company's forward delivery commitments.

Servicing Assets

The Bank sells loans in the secondary market and retains the ability to service many of these loans. The Bank earns fees for the servicing provided. At year end 2022 and 2021, and 2020, the CompanyBank was servicing loans for participants totaling $653.4$616.0 million and $596.3$653.4 million, respectively. Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in servicing assets relate primarily to changes in prepayments that result from shifts in interest rates. Contractually-specified servicing fees were $1.6 million for the year ended 2022 and 2021, and $1.3 million for the years ended, 2020, and 2019, and isare included as a component of other income within non- interestnon-interest income.

Servicing rights activity during 2022 and 2021, included in other assets, was as follows:

At or for the Twelve Months Ended

December 31, 

(in thousands)

    

2022

    

2021

Balance at beginning of year

$

3,673

$

3,353

Additions

 

421

 

565

Amortization

 

(711)

 

(245)

Balance at end of year

$

3,383

$

3,673

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Servicing rights activity during 2021 and 2020, included in other assets, was as follows:

At or for the Twelve Months Ended

December 31, 

(in thousands)

    

2021

    

2020

Balance at beginning of year

$

3,353

$

3,001

Additions

 

565

 

597

Amortization

 

(245)

 

(245)

Balance at end of year

$

3,673

$

3,353

NOTE 4.           PREMISES AND EQUIPMENT

Premises and equipment at December 31, 20212022 and December 31, 20202021 are summarized as follows:

    

    

Estimated Useful

    

    

Estimated Useful

(in thousands, except years)

    

2021

    

2020

    

Life

    

2022

    

2021

    

Life

Land

$

4,949

$

5,531

 

N/A

$

4,934

$

4,949

 

N/A

Buildings and improvements

 

55,499

 

55,366

 

5-39 years

 

56,239

 

55,499

 

5-39 years

Furniture and equipment

 

14,661

 

13,865

 

3-8 years

 

16,225

 

14,661

 

3-8 years

Premises and equipment, gross

 

75,109

 

74,762

 

  

 

77,398

 

75,109

 

  

Accumulated depreciation

 

(25,727)

 

(22,304)

 

  

 

(29,776)

 

(25,727)

 

  

Premises and equipment, net

$

49,382

$

52,458

 

  

$

47,622

$

49,382

 

  

Depreciation expense for the years ended December 31, 2022, 2021 2020 and 20192020 amounted to $4.2 million, $4.6 million $4.8 million and $4.1$4.8 million, respectively.

Premises held for sale for the years ended December 31, 2022 and 2021 and 2020 were $226$252 thousand and $962 thousand, respectively and are included in other assets. The Company measures assetsWe measure premises held for sale at the lower of amortized cost or estimated fair value less 6% selling costs.  The CompanyWe did not sell any premises held for sale in 2022. We sold $579 thousand of premises held for sale in 2021 for a net loss of $291 thousand.  The CompanyWe sold $802 thousand of premises held for sale in 2020 at a gain of $122 thousand, there were 0 sales in 2019.thousand. There were $157 thousand of impairment charges recognized in 2021 due to the demolition of a building and 0no impairment charges recognized in 20202022 and 2019.2020.

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NOTE 5.           GOODWILL AND OTHER INTANGIBLES

The activity impacting goodwill in 20212022 and 20202021 is as follows:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Balance at beginning of year

$

119,477

$

118,649

$

119,477

$

119,477

Acquisition

 

 

828

 

 

Balance at end of year

$

119,477

$

119,477

$

119,477

$

119,477

In the fourth quarter of 2021, the Company2022, we completed its annual goodwill impairment testing using balance sheet and market data as of September 30, 2021.2022. The analysis was performed at the consolidated Bank level, of the Company, which is considered the smallest reporting unit carrying goodwill. The step one analysis under the guidance of ASC 350 was passed, and therefore 0No goodwill impairment was recognized for the yearyears ended December 31, 2021.  NaN impairment was recorded in 20202022, 2021 and 2019.2020.  

The components of other intangible assets in 20212022 and 20202021 are as follows:

2021

2022

Gross

Accumulated

Net Intangible

Gross

Accumulated

Net Intangible

(in thousands)

    

Intangible Assets

    

Amortization

    

Assets

    

Intangible Assets

    

Amortization

    

Assets

Core deposit intangible (non-maturity deposits)

$

9,483

$

(4,210)

$

5,273

$

9,483

$

(4,948)

$

4,535

Customer list and other intangibles

 

2,118

 

(658)

 

1,460

 

2,118

 

(852)

 

1,266

Total

$

11,601

$

(4,868)

$

6,733

$

11,601

$

(5,800)

$

5,801

2020

2021

Gross

Accumulated

Net Intangible

Gross

Accumulated

Net Intangible

(in thousands)

    

Intangible Assets

    

Amortization

    

Assets

    

Intangible Assets

    

Amortization

    

Assets

Core deposit intangible (non-maturity deposits)

$

9,483

$

(3,465)

$

6,018

$

9,483

$

(4,210)

$

5,273

Customer list and other intangibles

 

2,118

 

(466)

 

1,652

 

2,118

 

(658)

 

1,460

Total

$

11,601

$

(3,931)

$

7,670

$

11,601

$

(4,868)

$

6,733

Other intangible assets are amortized on a straight-line basis over their estimated lives, which range from 5five years to 11 years. Amortization expenses related to intangibles totaled $932 thousand in 2022, $940 thousand in 2021 and $1.0 million in 2020 and $861 thousand in 2019.2020.

The estimated aggregate future amortization expense for other intangible assets remaining at year end 20212022 is as follows:

Other Intangible

Other Intangible

(in thousands)

    

Assets

    

Assets

2022

$

932

2023

 

932

$

932

2024

 

932

 

932

2025

 

932

 

932

2026

 

932

 

932

2027

 

932

and thereafter

 

2,073

 

1,141

Total

$

6,733

$

5,801

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NOTE 6.           DEPOSITS

A summary of time deposits at December 31, 20212022 and December 31, 20202021 are as follows:

(in thousands)

    

December 31, 2021

    

December 31, 2020

    

December 31, 2022

    

December 31, 2021

Time less than $100,000

$

181,586

$

325,646

$

157,263

$

181,586

Time $100,000 through $250,000

 

169,645

 

278,940

 

118,655

 

169,645

Time $250,000 or more

 

74,301

 

93,775

 

47,521

 

74,301

Total

$

425,532

$

698,361

$

323,439

$

425,532

At December 31, 20212022 and December 31, 2020,2021, the scheduled maturities by year for time deposits are as follows:

(in thousands)

    

December 31, 2021

December 31, 2020

    

December 31, 2022

December 31, 2021

Within 1 year

$

318,692

$

574,007

$

262,338

$

318,692

Over 1 year to 2 years

 

71,247

 

61,584

 

37,937

 

71,247

Over 2 years to 3 years

 

18,201

 

41,145

 

12,936

 

18,201

Over 3 years to 4 years

 

8,498

 

12,875

 

5,410

 

8,498

Over 4 years to 5 years

 

6,751

 

8,728

 

4,319

 

6,751

Over 5 years

 

2,143

 

22

 

499

 

2,143

Total

$

425,532

$

698,361

$

323,439

$

425,532

Included in time deposits are brokered deposits of $16.1$15.1 million and $193.7$16.1 million at December 31, 20212022 and December 31, 2020,2021, respectively. Also included in time deposits are reciprocal deposits of $17.3$27.4 million and $8.1$17.3 million at December 31, 20212022 and December 31, 2020,2021, respectively.

NOTE 7.           BORROWED FUNDS

Borrowed funds at December 31, 20212022 and December 31, 20202021 are summarized, as follows:

December 31, 2021

December 31, 2020

 

December 31, 2022

December 31, 2021

 

Weighted

Weighted

Weighted

Weighted

(dollars in thousands)

    

Carrying Value

    

Average Rate

Carrying Value

    

Average Rate

 

    

Carrying Value

    

Average Rate

Carrying Value

    

Average Rate

 

Short-term borrowings

  

  

  

  

 

  

  

  

  

 

Advances from the FHLB

$

75,000

 

0.30

%  

$

65,676

 

1.19

%

$

318,000

 

3.84

%  

$

75,000

 

0.30

%

Other borrowings

 

19,802

 

0.17

 

27,779

 

0.15

 

13,369

 

0.13

 

19,802

 

0.17

Total short-term borrowings

 

94,802

 

0.21

 

93,455

 

0.44

 

331,369

 

2.20

 

94,802

 

0.21

Long-term borrowings

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Advances from the FHLB

 

23,598

 

1.08

 

182,607

 

1.73

 

2,588

 

0.48

 

23,598

 

1.08

Subordinated borrowings

 

60,124

 

4.34

 

59,961

 

4.34

 

60,289

 

4.95

 

60,124

 

4.34

Total long-term borrowings

 

83,722

 

3.42

 

242,568

 

2.37

 

62,877

 

4.76

 

83,722

 

3.42

Total

$

178,524

 

0.91

%  

$

336,023

 

1.41

%

$

394,246

 

2.45

%  

$

178,524

 

0.91

%

Short-term debt includes Federal Home Loan Bank of Boston (“FHLB”) advances with a remaining maturity of less than one year. The CompanyWe also maintainsmaintain a $1.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There was 0no outstanding balance on the FHLB line of credit for the years ended December 31, 20212022 and 2020.2021.

The CompanyWe also hashave capacity to borrow funds on a secured basis utilizing the Borrower in Custody program and the Discount Window at the Federal Reserve Bank of Boston (the “FRB”).FRB. At December 31, 2021, the Company’s2022, our available secured line of credit at the FRB was $90.4 million versus $64.7 million. The Company hasmillion in 2021. We have pledged certain loans and securities to the FRB to support this arrangement. There were 0no borrowings with the FRB as of December 31, 20212022 and December 31, 2020.2021.

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The Company maintainsWe maintain an unused unsecured federal funds line of credit with a correspondent bank that has an aggregate overnight borrowing capacity of $50 million as of December 31, 20212022 and December 31, 2020.2021. There was 0no outstanding balance on the line of credit as of December 31, 20212022 and December 31, 2020.2021.

Long-term FHLB advances consist of advances with a remaining maturity of more than one year. The advances outstanding at December 31, 20212022 include $288 thousand and $298 thousand in 2022 of amortizing advances. There were no callable advances in 2022 and $20.0 million of callable advances and $298 thousandas of amortizing advances. The advances outstanding at December 31, 2020 include $20.0 million of callable advances and $307 thousand of amortizing advances.2021. All FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally residential first mortgage loans and certain securities.

A summary of maturities of FHLB advances as of December 31, 20212022 is as follows:

    

    

Weighted Average

 

    

    

Weighted Average

 

(in thousands, except rates)

Amount

 Rate

 

Amount

 Rate

 

2022

$

75,000

 

0.30

%

2023

 

 

$

318,000

 

3.84

%

2024

 

1,000

 

 

2,300

 

2025

 

2,300

 

 

 

2026

 

20,000

 

1.21

 

 

2027 and thereafter

 

298

 

4.20

2027

 

 

Thereafter

 

288

 

4.29

Total FHLB advances

$

98,598

 

0.49

%

$

320,588

 

3.81

%

The CompanyWe executed a Subordinated Note Purchase Agreement with an aggregate of $40.0 million of subordinated notes (the "Notes"“Notes”) to accredited investors on November 26, 2019. The Notes have a maturity date of December 1, 2029 and bear a fixed interest rate of 4.63% through December 1, 2024 payable semi-annually in arrears. From December 1, 2024 and thereafter the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate ("SOFR"(“SOFR”) plus 3.27%. The Company hasWe have the option beginning with the interest payment date of December 1, 2024, and on any scheduled payment date thereafter, to redeem the Notes, in whole or in part upon prior approval of the Federal Reserve. The transaction included debt issuance costs of $496$331 thousand and $659$496 thousand net of amortization as of December 31, 2022 and 2021 and 2020 respectively, thatwhich are netted against the subordinated debt.

The CompanyWe also hashave $20.6 million in floating Junior Subordinated Deferrable Interest Debentures (“Debentures”) issued by NHTB Capital Trust II (“Trust II”) and NHTB Capital Trust III (“Trust III”), which are both Connecticut statutory trusts. The Debentures were issued on March 30, 2004, carry a variable interest rate of three-month LIBOR plus 2.79%, and mature in 2034. The debt is callable by the Company at the time when any interest payment is made. Trust II and Trust III are considered variable interest entities for which the Company iswe are not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into the Company’sour financial statements.

Repurchase Agreements

The CompanyWe can raise additional liquidity by entering into repurchase agreements at itsour discretion. In a security repurchase agreement transaction, the Companywe will generally sell a security, agreeing to repurchase either the same or substantially identical security on a specified later date, at a greater price than the original sales price. The difference between the sale price and purchase price is the cost of the proceeds, which is recorded as interest expense on the consolidated statements of income. The securities underlying the agreements are delivered to counterparties as security for the repurchase obligations. Since the securities are treated as collateral and the agreement does not qualify for a full transfer of effective control, the transactions do not meet the criteria to be classified as sales, and are therefore considered secured borrowing transactions for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a repurchase agreement, the Company iswe are subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, the Companywe either dealsdeal with established firms when entering into these transactions or with customers whose agreements stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by the Company'sour safekeeping agents.

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The Company’sOur repurchase agreements accounted for as secured borrowings, as of December 31, 20212022 and December 31, 2020 is2021 are as follows:

    

December 31,    

(in thousands)

2021

2020

December 31, 2022

December 31, 2021

Customer Repurchase Agreements

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

19,802

$

27,779

$

13,369

$

19,802

Total

$

19,802

$

27,779

$

13,369

$

19,802

NOTE 8.           EMPLOYEE BENEFIT PLANS

Pension Plans

The Company maintainsWe maintain a legacy, employer-sponsored defined benefit pension plan (the “Plan”) for which participation and benefit accruals were frozen on January 13, 2017. The Plan was assumed in connection with a business combination in 2017. Accordingly, no employees are permitted to commence participation in the Plan and future salary increases and years of credited service are not considered when computing an employee’s benefits under the Plan. As of December 31, 2021,2022, all minimum Employee Retirement Income Security Act (“ERISA”) funding requirements have been met. The Company did not have any defined benefit pension plans prior to 2017.

The following tables set forth information about the plan for the year ended December 31, 20212022 and 2020:2021:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Change in projected benefit obligation:

Projected benefit obligation at beginning of year

$

9,650

 

$

8,926

$

8,601

 

$

9,650

Service cost

 

 

Interest cost

 

233

 

282

 

236

 

233

Actuarial loss

 

(406)

 

913

 

(2,114)

 

(406)

Benefits paid

 

(326)

 

(319)

 

(326)

 

(326)

Settlements

 

(550)

 

(152)

 

(152)

 

(550)

Projected benefit obligation at end of year

 

8,601

 

9,650

 

6,245

 

8,601

Change in fair value of plan assets:

 

  

 

  

 

  

 

  

Fair value of plan assets at beginning of year

 

12,040

 

11,078

 

12,422

 

12,040

Expected return on plan assets

 

1,258

 

1,433

 

(2,900)

 

1,258

Contributions by employer

 

 

Benefits paid

 

(326)

 

(319)

 

(326)

 

(326)

Settlements

 

(550)

 

(152)

 

(152)

 

(550)

Fair value of plan assets at end of year

 

12,422

 

12,040

 

9,044

 

12,422

Overfunded status

$

(3,821)

 

$

(2,390)

$

(2,799)

 

$

(3,821)

Amounts recognized in consolidated balance sheet:

 

  

 

  

 

  

 

  

Other assets

$

3,821

 

$

2,390

$

2,799

 

$

3,821

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Net periodic pension costcost/(benefit) is comprised of the following for the yearyears ended December 31, 20212022 and 2020:2021:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Interest cost

$

233

$

282

$

236

$

233

Expected return on plan assets

 

(712)

 

(708)

 

(612)

 

(712)

Settlement Charge

 

0

 

0

Net periodic pension benefit credit

$

(479)

$

(426)

Net periodic pension benefit

$

(376)

$

(479)

(in thousands)

    

2021

    

2020

Net actuarial (gain) loss

$

(953)

$

178

Settlement charge

 

0

 

0

Net period pension benefit (credit)

 

(479)

 

(426)

Total recognized in net periodic benefit (credit) and other comprehensive income

$

(1,432)

$

(248)

Amounts recognized in other comprehensive income for the years ended December 31, 2022 and 2021 included:

(in thousands)

    

2022

    

2021

Net actuarial loss (gain)

$

1,391

$

(953)

Net period pension benefit (credit)

 

(376)

 

(479)

Total recognized in other comprehensive income

$

1,015

$

(1,432)

Change in plan assets and benefit obligations recognized in accumulated other comprehensive income as of December 31, 20212022 and 20202021 are as follows:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Net actuarial (gain) loss

$

(953)

$

178

Settlement charge

 

 

Net actuarial loss (gain)

$

1,391

$

(953)

Prior service cost

 

1,072

 

893

 

119

 

1,072

Total accumulated other comprehensive loss (pre-tax)

$

119

$

1,071

$

1,510

$

119

The after tax components of accumulated other comprehensive loss, which have not yet been recognized in net periodic pension cost, related to the Plan are a net loss of $91 thousand. The Company expects$1.2 million. We expect to make 0no cash contributions to the pension trust during the 20222023 fiscal year. The amount expected to be amortized from accumulated other comprehensive loss into net periodic pension cost over the next fiscal year is 0.zero.

The principal actuarial assumptions used at December 31, 20212022 and 20202021 were as follows:

    

2021

    

2020

 

    

2022

    

2021

 

Projected benefit obligation

 

  

 

  

 

  

 

  

Discount rate

 

2.80

%  

2.46

%

 

5.23

%  

2.80

%

Net periodic pension cost

Discount rate

 

2.46

%  

3.23

%

 

2.80

%  

2.46

%

Long-term rate of return on plan assets

 

6.00

 

6.00

 

5.00

 

6.00

The discount rate that is used in the measurement of the pension obligation is determined by comparing the expected future retirement payment cash flows of the plan to the Citigroup Above Median Double-A Curve as of the measurement date. The expected long-term rate of return on Plan assets reflects expectations of future returns as applied to the plan’s target allocation of asset classes. In estimating that rate, appropriate consideration was given to historical returns earned by equities and fixed income securities.

The Company’sOur overall investment strategy with respect to the Plan’s assets is to maintain assets at a level that will sufficiently cover future beneficiary obligations while achieving long term growth in assets. The Plan’s targeted asset allocation is 20% equity securities and 80% fixed-income securities primarily consisting of long-term products.

The fair values for investment securities are determined by quoted prices in active markets, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

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The fair value of the Plan’s assets by category and level within fair value hierarchy are as follows at December 31, 20212022 and 2020:2021:

    

2021

    

2022

(in thousands)

    

Total

    

Level 1

    

Level 2

    

Total

    

Level 1

    

Level 2

Equity mutual funds:

  

 

  

 

  

  

 

  

 

  

Large-cap

$

952

$

952

$

$

660

$

660

$

Mid-cap

 

296

 

296

 

 

210

 

210

 

Small-cap

 

302

 

302

 

 

214

 

214

 

International

 

573

 

573

 

  

 

420

 

420

 

Fixed income funds:

 

  

 

  

 

  

 

  

 

  

 

  

Fixed-income - core plus

 

 

 

 

 

 

Intermediate duration

 

 

 

 

 

 

Long duration

9,042

9,042

6,294

6,294

Common stock

 

653

 

653

 

 

724

 

724

 

Common/collective trusts - large-cap

 

244

 

 

244

 

206

 

 

206

Cash equivalents - money market

 

360

 

360

 

 

316

 

316

 

Total

$

12,422

$

12,178

$

244

$

9,044

$

8,838

$

206

    

2020

    

2021

(in thousands)

    

Total

    

Level 1

    

Level 2

    

Total

    

Level 1

    

Level 2

Equity mutual funds:

 

  

 

  

 

  

 

  

 

  

 

  

Large-cap

$

2,364

$

2,364

$

$

952

$

952

$

Mid-cap

 

744

 

744

 

 

296

 

296

 

Small-cap

 

765

 

765

 

 

302

 

302

 

International

 

1,499

 

1,499

 

  

 

573

 

573

 

Fixed income funds:

 

  

 

  

 

  

 

  

 

  

 

  

Fixed-income - core plus

 

3,880

 

3,880

 

Intermediate duration

 

1,338

 

1,338

 

Long duration

9,042

9,042

Common stock

 

510

 

510

 

 

653

653

 

Common/collective trusts - large-cap

 

620

 

 

620

 

244

 

 

244

Cash equivalents - money market

 

320

 

320

 

 

360

 

360

 

Total

$

12,040

$

11,420

$

620

$

12,422

 

12,178

$

244

The Plan did not hold any assets classified as Level 3, and there were 0no transfers between levels during 20212022 and 2020.2021.

Estimated benefit payments under the Company’sour pension plan over the next 10 years at December 31, 20212022 are as follows:

(in thousands)

    

Payments 

    

Payments 

2022

$

350

2023

 

346

$

347

2024

 

353

 

345

2025

 

348

 

341

2026

 

412

 

405

2027-2031

 

2,192

2027

 

407

2028-2032

 

2,206

Total

$

4,001

$

4,051

Non-qualified Supplemental Executive Retirement Plan

The Company hasWe have non-qualified supplemental executive retirement agreements with certain retired officers. The agreements provide supplemental retirement benefits payable in installments over a period of years upon retirement or death. This agreement provides a stream of future payments in accordance with individually defined vesting schedules upon retirement, termination, or in the event that the participating executive leaves the Company following a change of control event.

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The following table sets forth changes in benefit obligation, changes in plan assets, and the funded status of the plan as of and for the years ended December 31, 20212022 and December 31, 2020:2021:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Change in benefit obligation:

 

  

 

  

 

  

 

  

Projected benefit obligation at beginning of year

$

2,969

$

2,979

$

2,606

$

2,969

Service cost

 

 

 

 

Interest cost

 

44

 

81

 

54

 

44

Actuarial (gain) loss

 

(147)

 

202

 

(307)

 

(147)

Benefits paid

 

(260)

 

(293)

 

(260)

 

(260)

Projected benefit obligation at end of year

$

2,606

$

2,969

$

2,093

$

2,606

Change in fair value of plan assets:

 

  

 

  

 

  

 

  

Fair value of plan assets at beginning of year

$

$

$

$

Expected return on plan assets

 

 

 

 

Contributions by employer

 

260

 

293

 

260

 

260

Benefits paid

 

(260)

 

(293)

 

(260)

 

(260)

Fair value of plan assets at end of year

$

$

$

$

Underfunded status

$

2,606

$

2,969

$

2,093

$

2,606

Amounts recognized in consolidated balance sheet

 

  

 

  

 

  

 

  

Other liabilities

$

2,606

$

2,969

$

2,093

$

2,606

Net periodic benefit cost is comprised of the following for the years ended December 31, 20212022 and 2020:2021:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Interest cost

$

44

$

81

$

54

$

44

Expected return on plan assets

 

 

 

 

Amortization of unrecognized actuarial loss

 

43

 

42

 

37

 

43

Net periodic benefit cost

$

87

$

123

$

91

$

87

(in thousands)

    

2021

    

2020

Net actuarial (gain) loss

$

(137)

$

202

Amortization of unrecognized actuarial loss

 

(43)

 

(42)

Total recognized in net periodic benefit cost and other comprehensive loss

$

(180)

$

160

Amounts recognized in other comprehensive income for the years ended December 31, 2022 and 2021 included:

(in thousands)

    

2022

    

2021

Net actuarial (gain) loss

$

(382)

$

(137)

Amortization of unrecognized actuarial loss

 

(37)

 

(43)

Total recognized in other comprehensive loss

$

(419)

$

(180)

Change in plan assets and benefit obligations recognized in accumulated other comprehensive income in 20212022 and 20202021 are as follows:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Accumulated other comprehensive loss at beginning of the year (pre-tax)

$

779

$

619

$

599

$

779

Actuarial (gain) loss

 

(137)

 

202

 

(382)

 

(137)

Amortization of actuarial loss

 

(43)

 

(42)

 

(37)

 

(43)

Accumulated other comprehensive loss at end of year (pre-tax)

$

599

$

779

$

180

$

599

The after tax components of accumulated other comprehensive loss, which have not yet been recognized in net periodic benefit cost, related to the non-qualified supplemental executive retirement agreements are a net loss of $461$139 thousand. The amount expected to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $37$8 thousand.

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The principal actuarial assumptions used at December 31, 20212022 and December 31, 20202021 were as follows:

    

2021

    

2020

 

    

2022

    

2021

 

Discount rate beginning of year

 

1.56

%  

2.65

%

 

2.12

%  

1.56

%

Discount rate end of year

 

2.12

 

1.56

 

4.92

 

2.12

The discount rate used in the measurement of the non-qualified supplemental executive retirement plan obligation is determined by comparing the expected future retirement payment cash flows to the Citigroup Above Median Double- A Curve as of the measurement date.

The Company expectsWe expect to contribute the following amounts to fund benefit payments under the supplemental executive retirement plans:

(in thousands)

    

Payments

    

Payments

2022

$

260

2023

 

260

$

260

2024

 

260

 

260

2025

 

260

 

231

2026

 

231

 

221

2027-2031

 

2,027

2027

 

221

2028-2032

 

1,106

Total

$

3,298

$

2,299

401(k) Plan

The Company maintainsWe maintain a Section 401(k) savings plan for substantially all of its employees. Employees are eligible to participate in the 401(k) Plan on the first day of any quarter following their date of hire and attainment of age 21½ . Under the plan, the Company makeswe make a matching contribution of a portion of the amount contributed by each participating employee, up to a percentage of the employee’s annual salary. The plan allows for supplementary profit sharing contributions by the Company,Bar Harbor, at its discretion, for the benefit of participating employees. The total expense for this plan in 2022, 2021, 2020, and 20192020 was $1.2 million, $1.2 million, and $1.1 million, respectively.million.

Other Plans

As a result of the acquisition of a business combination in 2017, the Companywe assumed salary continuation agreements for supplemental retirement income with certain prior executives and senior officers along with an executive indexed supplemental retirement plan for 1one prior executive. The total liability for these agreements included in other liabilities was $6.0 million at December 31, 2022 and $8.0 million at December 31, 2021 and $8.8 million at December 31, 2020.2021. Income recorded in 2022 and 2021 was $1.2 million and $312 thousand, andrespectively.  We recorded expense recorded in 2020 and 2019 under these agreements wasof $793 thousand and $779 thousand, respectively.thousand.

The CompanyWe also assumed split-dollar life insurance agreements from the 2017 business combination with an accrued liability of $679 thousand at December 31, 2022 and $876 thousand at December 31, 2021 and $919 thousand at December 31, 2020. The Company2021. We recorded income for the split-dollar life insurance agreements of $197 thousand in 2022 and $22 thousand in 2021 and2021. We recorded expense of $65 thousand and $163 thousand in 2020 and 2019, respectively.2020.

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NOTE 9.           INCOME TAXES

The following table summarizes the current and deferred components of income tax expense (benefit) for each of the years ended December 31, 2022, 2021 2020 and 2019:2020:

(in thousands)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Current:

 

  

 

  

 

  

 

  

 

  

 

  

Federal tax expense

$

7,796

$

7,165

$

2,639

$

10,444

$

7,796

$

7,165

State tax expense

 

1,106

 

1,280

 

550

 

1,551

 

1,106

 

1,280

Total current tax expense

 

8,902

 

8,445

 

3,189

 

11,995

 

8,902

 

8,445

Deferred tax expense

 

427

 

(38)

 

1,020

Deferred tax (benefit) expense

 

(707)

 

427

 

(38)

Total income tax expense

$

9,329

$

8,407

$

4,209

$

11,288

$

9,329

$

8,407

The following table reconciles the expected federal income tax expense (computed by applying the federal statutory tax rate of 21%) to recorded income tax expense for the years ended December 31, 2022, 2021 2020 and 2019:2020:

2021

2020

2019

 

2022

2021

2020

 

(in thousands, except ratios)

Amount

Rate

Amount

Rate

Amount

Rate

 

Amount

Rate

Amount

Rate

Amount

Rate

 

Statutory tax rate

    

$

10,210

    

21.00

%  

$

8,747

    

21.00

%  

$

5,633

    

21.00

%

    

$

11,517

    

21.00

%  

$

10,210

    

21.00

%  

$

8,747

    

21.00

%  

Increase (decrease) resulting from:

 

  

 

 

  

 

 

  

 

  

 

  

 

 

  

 

 

  

 

 

State taxes, net of federal benefit

 

1,280

 

2.63

 

1,120

 

2.69

 

547

 

2.04

 

1,477

 

2.69

 

1,280

 

2.63

 

1,120

 

2.69

 

Tax exempt interest

 

(1,240)

 

(2.55)

 

(1,301)

 

(3.12)

 

(1,375)

 

(5.13)

 

(1,003)

 

(1.83)

 

(1,240)

 

(2.55)

 

(1,301)

 

(3.12)

 

Federal tax credits

 

(582)

 

(1.20)

 

(330)

 

(0.79)

 

(282)

 

(1.05)

 

(241)

 

(0.44)

 

(582)

 

(1.20)

 

(330)

 

(0.79)

 

Officers' life insurance

 

(466)

 

(0.96)

 

(403)

 

(0.97)

 

(431)

 

(1.61)

 

(498)

 

(0.91)

 

(466)

 

(0.96)

 

(403)

 

(0.97)

 

Gain of disposal of low income housing tax credit investments

 

 

 

147

 

0.35

 

 

Gain on disposal of low income housing tax credit investments

 

 

 

 

 

147

 

0.35

 

Stock-based compensation plans

 

(73)

 

(0.15)

 

52

 

0.12

 

(20)

 

(0.07)

 

(16)

 

(0.03)

 

(73)

 

(0.15)

 

52

 

0.12

 

Other

 

200

 

0.42

 

375

 

0.90

 

137

 

0.51

 

52

 

0.10

 

200

 

0.42

 

375

 

0.90

 

Effective tax rate

$

9,329

 

19.19

%  

$

8,407

 

20.18

%  

$

4,209

 

15.69

%

$

11,288

 

20.58

%  

$

9,329

 

19.19

%  

$

8,407

 

20.18

%  

The net deferred tax asset was $24.4 million at December 31, 2022 and $5.5 million at December 31, 2021 and $3.0 million at December 31, 2020.2021.

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The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31, 20212022 and 20202021 are summarized below:

2021

2020

(in thousands)

Assets

Liabilities

Assets

Liabilities

Allowance for credit losses

    

$

5,214

    

$

    

$

4,464

    

$

Deferred compensation

 

3,965

 

 

4,129

 

Unrealized gain or loss on securities available for sale

 

 

1,055

 

 

3,046

Unrealized gain or loss on derivatives(1)

 

201

 

 

567

 

Depreciation

 

 

2,033

 

 

2,261

Deferred loan origination fees, net(2)

 

432

 

 

451

 

Non-accrual interest

 

593

 

 

492

 

Branch acquisition costs and goodwill

 

 

1,326

 

 

1,034

Core deposit intangible

 

 

929

 

 

1,078

Acquisition fair value adjustments(2)

 

208

 

 

192

 

Prepaid expenses

 

 

205

 

 

301

Mortgage servicing rights

 

 

843

 

 

784

Equity compensation

 

668

 

 

432

 

Prepaid pension

 

 

739

 

 

377

Contract incentives

 

820

 

 

1,017

 

Right of use asset

 

 

2,129

 

 

2,419

Lease liability

 

2,213

 

 

2,487

 

Other

 

492

 

 

116

 

Total

$

14,806

$

9,259

$

14,347

$

11,300

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements.
(2)With the adoption of CECL, premiums and discounts on acquired loans are presented along with deferred loan origination fees, net.

2022

2021

(in thousands)

Assets

Liabilities

Assets

Liabilities

Allowance for credit losses

    

$

5,964

    

$

    

$

5,214

    

$

Deferred compensation

 

3,812

 

 

3,965

 

Unrealized gain or loss on securities available for sale

 

16,586

 

 

 

1,055

Unrealized gain or loss on derivatives

 

539

 

 

201

 

Depreciation

 

 

1,723

 

 

2,033

Deferred loan origination fees, net

 

129

 

 

432

 

Non-accrual interest

 

600

 

 

593

 

Branch acquisition costs and goodwill

 

 

1,644

 

 

1,326

Core deposit intangible

 

 

806

 

 

929

Acquisition fair value adjustments

 

213

 

 

208

 

Prepaid expenses

 

 

271

 

 

205

Mortgage servicing rights

 

 

780

 

 

843

Equity compensation

 

736

 

 

668

 

Prepaid pension

 

 

616

 

 

739

Contract incentives

 

766

 

 

820

 

Right of use asset

 

 

1,863

 

 

2,129

Lease liability

 

1,961

 

 

2,213

 

Other

 

839

 

 

492

 

Total

$

32,145

$

7,703

$

14,806

$

9,259

The Company hasWe have determined that a valuation allowance is not required for its net deferred tax asset since it is more likely than not that this asset is realizable principally through future taxable income and future reversal of existing temporary differences.

GAAP requires the measurement of unrecorded tax benefits related to uncertain tax positions. An unrecorded tax benefit is the difference between the tax benefit of a position taken, or expected to be taken, on a tax return and the benefit recorded for accounting purposes. At December 31, 2022 and 2021, and 2020, the Companywe had 0no unrecorded tax benefits and doesdo not expect itsour position to significantly change within the next twelve12 months.

The Company isWe are subject to income tax in the U.S. federal jurisdiction and also in the states of Maine, New Hampshire and Massachusetts. The Company isWe are no longer subject to examination by taxing authorities for years before 2018.2019.

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NOTE 10.           DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The Company usesWe use derivative instruments to minimize fluctuations in earnings and cash flows caused by interest rate volatility. The Company’sOur interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so the changes in interest rates do not have a significant effect on net interest income. Thus, all of the Company'sour derivative contracts are considered to be interest rate contracts.

The Company recognizes its

We recognize our derivative instruments on the consolidated balance sheet at fair value. On the date the derivative instrument is entered into, the Company designateswe designate whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The CompanyWe formally documentsdocument relationships between hedging instruments and hedged items, as well as itsour risk management objective and strategy for undertaking hedge transactions. The CompanyWe also assesses,assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss.

The Company offers

We offer derivative products in the form of interest rate swaps, to commercial loan customers to facilitate their risk management strategies. These instruments are executed through Master Netting Arrangements ("MNA"(“MNA”) with financial institution counterparties or Risk Participation Agreements ("RPA"(“RPA”) with commercial bank counterparties, for which the Companywe assumes a pro rata share of the credit exposure associated with a borrower’sborrower's performance related to the derivative contract with the counterparty.

Information about derivative assets and liabilities at December 31, 20212022 and December 31, 2020,2021, follows:

December 31, 2021

December 31, 2022

Weighted

 

Weighted

 

Notional

Average

Fair Value

Location Fair

Notional

Average

Fair Value

Location Fair

Amount

Maturity

Asset (Liability)

    

Value Asset

Amount

Maturity

Asset (Liability)

    

Value Asset

    

(in thousands)

    

(in years)

    

(in thousands)

 

(Liability)

    

(in thousands)

    

(in years)

    

(in thousands)

 

(Liability)

Cash flow hedges:

Interest rate swap on wholesale fundings

$

75,000

 

3.0

$

(121)

Other liabilities

$

75,000

 

2.0

$

4,978

Other assets

Interest rate swap on variable rate loans

50,000

4.2

(756)

Other liabilities

50,000

3.2

(4,941)

Other liabilities

Total cash flow hedges

 

125,000

 

(877)

 

125,000

 

37

Fair value hedges:

Interest rate swap on securities

 

37,190

 

7.6

 

(530)

Other liabilities

 

37,190

 

6.6

 

4,774

Other assets

Total fair value hedges

 

37,190

 

(530)

 

37,190

 

4,774

Economic hedges:

Forward sale commitments

 

16,600

 

0.1

 

15

Other assets

Customer Loan Swaps-MNA Counterparty

260,102

6.2

(9,429)

Other liabilities

191,987

5.8

(20,287)

Other liabilities

Customer Loan Swaps-RPA Counterparty

115,285

6.7

(4,421)

Other liabilities

113,928

6.0

Other liabilities

Customer Loan Swaps-Customer

375,387

6.4

13,850

Other assets

305,914

5.9

20,287

Other assets

Total economic hedges

 

767,374

 

15

 

611,829

 

��

Non-hedging derivatives:

Interest rate lock commitments

 

14,059

 

0.1

 

283

Other assets

Total non-hedging derivatives

 

14,059

 

283

Total

$

943,623

$

(1,109)

$

774,019

$

4,811

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December 31, 2020

Weighted

 

Notional

Average

Fair Value

Location Fair

Amount

Maturity

Asset (Liability)

    

Value Asset

    

(in thousands)

    

(in years)

    

(in thousands)

 

(Liability)

Cash flow hedges:

 

  

 

  

 

  

Interest rate swap on wholesale fundings

$

75,000

 

4.0

$

(2,664)

Other liabilities

Total cash flow hedges

 

75,000

 

(2,664)

Fair value hedges:

Interest rate swap on securities(1)

 

37,190

 

8.6

 

(2,789)

Other liabilities

Total fair value hedges

 

37,190

 

(2,789)

Economic hedges:

Forward sale commitments

50,629

 

0.2

 

(95)

Other liabilities

Customer Loan Swaps-MNA Counterparty

235,947

6.8

(15,938)

Other liabilities

Customer Loan Swaps-RPA Counterparty

119,285

7.9

(9,957)

Other liabilities

Customer Loan Swaps-Customer

355,232

7.1

25,895

Other assets

Total economic hedges

 

761,093

 

(95)

Non-hedging derivatives:

 

Interest rate lock commitments

 

3,320

 

0.1

 

22

Other assets

Total non-hedging derivatives

 

3,320

 

22

Total

$

876,603

$

(5,526)

December 31, 2021

Weighted

 

Notional

Average

Fair Value

Location Fair

Amount

Maturity

Asset (Liability)

    

Value Asset

    

(in thousands)

    

(in years)

    

(in thousands)

 

(Liability)

Cash flow hedges:

 

  

 

  

 

  

Interest rate swap on wholesale fundings

$

75,000

 

3.0

$

(121)

Other liabilities

Interest rate swap on variable rate loans

50,000

4.2

(756)

Other liabilities

Total cash flow hedges

 

125,000

 

(877)

Fair value hedges:

Interest rate swap on securities

 

37,190

 

7.6

 

(530)

Other liabilities

Total fair value hedges

 

37,190

 

(530)

Economic hedges:

Forward sale commitments

16,600

 

0.1

 

15

Other assets

Customer Loan Swaps-MNA Counterparty

260,102

6.2

(9,429)

Other liabilities

Customer Loan Swaps-RPA Counterparty

115,285

6.7

(4,421)

Other liabilities

Customer Loan Swaps-Customer

375,387

6.4

13,850

Other assets

Total economic hedges

 

767,374

 

15

Non-hedging derivatives:

 

Interest rate lock commitments

 

14,059

 

0.1

 

283

Other assets

Total non-hedging derivatives

 

14,059

 

283

Total

$

943,623

$

(1,109)

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements.

As of December 31, 2021,2022, and 2020,2021, the following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges:

    

    

    

Cumulative Amount of Fair 

    

    

    

Cumulative Amount of Fair 

Location of Hedged Item on 

Carrying Amount of Hedged 

Value Hedging Adjustment in 

Location of Hedged Item on 

Carrying Amount of Hedged 

Value Hedging Adjustment in 

    

Balance Sheet

    

Assets 

    

Carrying Amount

    

Balance Sheet

    

Assets 

    

Carrying Amount

December 31, 2022

 

  

 

  

 

  

Interest rate swap on securities

 

Securities Available for Sale

$

30,045

$

(7,145)

December 31, 2021

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate swap on securities

 

Securities Available for Sale

$

39,726

$

2,536

 

Securities Available for Sale

$

39,726

$

2,536

December 31, 2020

 

  

 

  

 

  

Interest rate swap on securities

 

Securities Available for Sale

$

40,209

$

3,019

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Information about derivative assets and liabilities for December 31, 20212022 and December 31, 2020,2021, follows:

Year Ended December 31, 2021

Year Ended December 31, 2022

    

Amount of

    

    

Amount of

    

    

    

Amount of

    

    

Amount of

    

    

Gain (Loss)

Gain (Loss)

Gain (Loss)

Gain (Loss)

Recognized in

Reclassified

Location of

Amount of

Recognized in

Reclassified

Location of

Amount of

Other

Location of Gain (Loss)

from Other

Gain (Loss)

Gain (Loss)

Other

Location of Gain (Loss)

from Other

Gain (Loss)

Gain (Loss)

Comprehensive

Reclassified from Other

Comprehensive

Recognized in

Recognized

Comprehensive

Reclassified from Other

Comprehensive

Recognized in

Recognized

(in thousands)

    

Income

    

Comprehensive Income

    

Income

    

Income

    

in Income

    

Income (1)

    

Comprehensive Income

    

Income

    

Income

    

in Income

Cash flow hedges:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate swap on wholesale funding

$

1,950

Interest expense

$

 

Interest expense

$

(727)

$

3,922

Interest expense

$

 

Interest expense

$

475

Interest rate swap on variable rate loans

(582)

Interest income

Interest income

211

(3,218)

Interest income

Interest income

(601)

Total cash flow hedges

 

1,368

 

 

 

  

 

(516)

 

704

 

 

 

  

 

(126)

Fair value hedges:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate swap on securities

 

3,087

 

Interest income

 

 

Interest income

 

(566)

 

 

Interest income

 

 

Interest income

 

140

Total fair value hedges

 

3,087

 

 

 

  

 

(566)

 

 

 

 

  

 

140

Economic hedges:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Forward commitments

 

 

Other income

 

 

Other income

 

110

 

 

Other income

 

 

Mortgage banking income

 

(15)

Total economic hedges

 

 

 

 

  

 

110

 

 

 

 

  

 

(15)

Non-hedging derivatives:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Interest rate lock commitments

 

 

Other income

 

 

Other income

 

261

 

 

Other income

 

 

Mortgage banking income

 

(283)

Total non-hedging derivatives

 

 

 

 

  

 

261

 

 

 

 

  

 

(283)

Total

$

4,455

$

 

  

$

(711)

$

704

$

 

  

$

(284)

(1)As of December 31, 2021 the Company does2022, we do not expect any gains or losses from accumulated other comprehensive income into earnings within the next 12 months.

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Year Ended December 31, 2020

    

Amount of

    

    

Amount of

    

    

Gain (Loss)

Gain (Loss)

Recognized in

Reclassified

Location of

Amount of

Other

Location of Gain (Loss)

from Other

Gain (Loss)

Gain (Loss)

Comprehensive

Reclassified from Other

Comprehensive

Recognized in

Recognized

(in thousands)

Income(1)

Comprehensive Income

Income

Income

in Income

Cash flow hedges:

 

  

 

  

 

  

 

  

 

  

Interest rate swap on wholesale funding

$

(2,876)

 

Interest expense

$

(3,935)

 

Interest expense

$

(829)

Total cash flow hedges

(2,876)

 

(3,935)

 

 

(829)

 

Fair value hedges:

  

 

  

 

  

 

  

 

  

Interest rate swap on securities

 

(208)

 

Interest income

 

 

Interest income

 

(281)

Total economic hedges

(208)

 

 

  

 

(281)

Economic hedges:

  

 

  

 

  

 

  

 

  

Forward commitments

 

 

Other income

 

 

Other income

 

(11)

Total economic hedges

 

 

  

 

(11)

 

Non-hedging derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate lock commitments

 

 

Other income

 

 

Other Income

 

(37)

Total non-hedging derivatives

 

 

  

 

(37)

Total

$

(3,084)

 

  

$

(3,935)

 

  

$

(1,158)

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements.

Year Ended December 31, 2021

    

Amount of

    

    

Amount of

    

    

Gain (Loss)

Gain (Loss)

Recognized in

Reclassified

Location of

Amount of

Other

Location of Gain (Loss)

from Other

Gain (Loss)

Gain (Loss)

Comprehensive

Reclassified from Other

Comprehensive

Recognized in

Recognized

(in thousands)

Income

Comprehensive Income

Income

Income

in Income

Cash flow hedges:

 

  

 

  

 

  

 

  

 

  

Interest rate swap on wholesale funding

$

1,950

 

Interest expense

$

 

Interest expense

$

(727)

Interest rate swap on variable rate loans

(582)

Interest income

Interest income

211

Total cash flow hedges

1,368

 

 

 

(516)

Fair value hedges:

  

 

  

 

  

 

  

 

  

Interest rate swap on securities

 

3,087

 

Interest income

 

 

Interest income

 

(566)

Total economic hedges

3,087

 

 

  

 

(566)

Economic hedges:

  

 

  

 

  

 

  

 

  

Forward commitments

 

 

Other income

 

 

Mortgage banking income

 

110

Total economic hedges

 

 

  

 

110

Non-hedging derivatives:

 

  

 

  

 

  

 

  

 

  

Interest rate lock commitments

 

 

Other income

 

 

Mortgage banking income

 

261

Total non-hedging derivatives

 

 

  

 

261

Total

$

4,455

 

  

$

 

  

$

(711)

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The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the years ended December 31, 20212022 and 2020:2021:

Year Ended December 31, 2021

Year Ended December 31, 2022

Interest and Dividend Income

Interest Expense

Interest and Dividend Income

Interest Expense

(in thousands)

    

Loans

Securities and other

    

Deposits

Borrowings

    

Non-interest Income

    

Loans

Securities and other

    

Deposits

Borrowings

    

Non-interest Income

Income and expense line items presented in the consolidated statements of income

 

$

95,236

15,568

$

8,543

6,688

$

42,261

 

$

107,797

$

18,729

$

7,344

$

5,501

$

35,321

 

  

 

  

 

  

 

  

 

  

 

  

The effects of cash flow and fair value hedging:

 

  

 

  

 

  

 

  

 

  

 

  

Gain (loss) on cash flow hedges:

Interest rate swap on wholesale funding

(669)

(58)

475

Interest rate swap on variable rate loans

 

211

 

 

 

(601)

 

 

 

  

 

  

 

  

 

  

 

  

 

  

Gain (loss) on fair value hedges:

 

 

  

 

  

 

 

  

 

  

Interest rate swap on securities

(566)

140

Year Ended December 31, 2020

Year Ended December 31, 2021

Interest and Dividend Income

Interest Expense

Interest and Dividend Income

Interest Expense

(in thousands)

    

Loans

Securities and other

    

Deposits

Borrowings

    

Non-interest Income

    

Loans

Securities and other

    

Deposits

Borrowings

    

Non-interest Income

Income and expense line items presented in the consolidated statements of income

 

$

107,085

19,019

$

18,043

8,881

$

42,956

 

$

95,236

15,568

$

8,543

6,688

$

42,261

 

  

 

  

 

  

 

  

 

  

 

  

The effects of cash flow and fair value hedging:

 

  

 

  

 

  

 

  

 

  

 

  

Gain (loss) on cash flow hedges:

Interest rate swap on wholesale funding

(793)

(37)

(58)

(669)

Interest rate swap on variable rate loans

 

 

 

 

211

 

 

 

  

 

  

 

  

 

  

 

  

 

  

Gain (loss) on fair value hedges:

 

 

  

 

  

 

 

  

 

  

Interest rate swap on securities

(281)

(566)

Cash flow hedges

Interest rate swaps on wholesale funding

As of December 31, 2021 the Company has 22022, we have two interest rate swaps on wholesale borrowings (the "SWAPS"“Swaps”) to limit its exposure to rising interest rates over a five year term on 3-month FHLB borrowings or brokered certificates, or a combination thereof at each maturity date.  The first of the 2two agreements werewas entered in November 2019 with a $50.0 million notional amount and pays a fixed interest rate of 1.53%.  A second agreement was entered onin April 2020 with a $25.0 million notional amount and pays a fixed rate of 0.59%. The financial institution counterparty pays the Companyus interest on the three-month LIBOR rate. The CompanyWe designated the swapsSwaps as a cash flow hedge.

Interest rate swap on variable rate loans

In March 2021, the Companywe entered into a contract with a counterparty to manage interest rate risk associated with its variable rate loans.  The instrument is specifically designed to hedge the risk of changes in its cash flows from interest receipts attributable to changes in a contractually specified interest rate, on an amount of the Company’sour variable rate loan assets equal to $50 million. The interest rate swap will effectively fix the Company’sour interest rate on $50 million of 1one month USD-LIBOR-BBA (or LIBOR less two days) based loan assets at 0.806% plus the credit spread on the loans that reprices on weighted average basis.  We designated the swap as a cash flow hedge.

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month USD-LIBOR-BBA (or LIBOR less two days) based loan assets at 0.806% plus the credit spread on the loans that reprices on weighted average basis.  The Company designated the swap as a cash flow hedge.

Fair value hedges

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The Company utilizesWe utilize interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for-sale. The hedging strategy on securities converts the fixed interest rates to LIBOR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. During 2019, the Companywe entered into 8eight swap transactions with a notional amount of $37.2 million designated as fair value hedges. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate securities.  The fixed rates on the transactions have a weighted average of 1.696%.

Economic hedges

Forward sale commitments

The Company utilizesWe utilize forward sale commitments on residential mortgage loans to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives. The CompanyWe typically usesuse a combination of best efforts and mandatory delivery contracts. The contracts are loan sale agreements where the Company commitswe commit to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, the Company maywe enter into contracts just prior to the loan closing with a customer.

Customer loan derivatives

The Company entersWe enter into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. The Company mitigatesWe mitigate this risk by entering into equal and offsetting loan swap agreements with highly rated third-party financial institutions. The loan swap agreements are free standing derivatives and are recorded at fair value in the Company'sour consolidated balance sheet. The Company isWe are party to master netting arrangements with itsour financial institutional counterparties; however, the Company doeswe do not offset assets and liabilities under these arrangements for financial statement presentation purposes.

The master netting arrangements provide for a single net settlement of all loan swap agreements, as well as collateral or cash funds, in the event of default on, or termination of, any one contract. Collateral is provided by cash or securities received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds. Currently, the Company has posted cash of $12.0 million with counterparties.

The below table describes the potential effect of master netting arrangements on the consolidated balance sheet and the financial collateral pledged for these arrangements:

Gross Amounts Offset in the Consolidated Balance Sheet

Gross Amounts Offset in the Consolidated Balance Sheet

Derivative

Cash Collateral

Derivative

Cash Collateral

(in thousands)

    

 Liabilities

    

Derivative Assets

    

 Pledged

    

Net Amount

    

 Liabilities

    

Derivative Assets

    

 Pledged

    

Net Amount

As of December 31, 2021

  

  

  

  

As of December 31, 2022

  

  

  

  

Customer Loan Derivatives:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

MNA counterparty

$

(9,429)

$

9,429

$

12,000

$

12,000

$

(20,287)

$

20,287

$

$

RPA counterparty

 

(4,421)

 

4,421

 

 

 

 

 

 

Total

$

(13,850)

$

13,850

$

12,000

$

12,000

$

(20,287)

$

20,287

$

$

Non-hedging derivatives

Interest rate lock commitments

The Company entersWe enter into interest rate lock commitments (“IRLCs”) for residential mortgage loans, which commit the Companyus to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs relate

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to the origination of residential mortgage loans that are held for sale and are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose the Companyus to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free-standingfree standing derivatives, which are carried at fair value with changes recorded in non-interest income

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in the Company’sour Consolidated Statements of Income. Changes in the fair value of IRLCs subsequent to inception are based on;on (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability when the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

NOTE 11.           OTHER COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ACTIVITIES

Customer Obligations

The Company isWe are a party to financial instruments in the normal course of business to meet financing needs of itsour customers. These financial instruments include commitments to extend credit, unused or unadvanced loan funds, and letters of credit. The Company usesWe use the same lending policies and procedures to make such commitments as it useswe use for other lending products. Customer’s creditworthiness is evaluated on a case-by-case basis.

Commitments to originate loans, including unused or unadvanced loan funds, are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require customer payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and a third party. The contractual amount of these letters of credit represents the maximum potential future payments guaranteed by the Company.us. Typically these letters of credit expire if unused; therefore the total amounts do not necessarily represent future cash requirements.

The following table summarizes the contractual amounts of commitments and contingent liabilities to customers as of December 31, 20212022 and December 31, 2020:2021:

(in thousands)

    

2021

    

2020

    

2022

    

2021

Commitments to originate new loans

$

115,563

$

71,857

$

51,371

$

115,563

Unused funds on commercial and other lines of credit

 

98,993

 

202,217

 

265,587

 

98,993

Unadvanced funds on home equity lines of credit

117,351

117,198

122,295

117,351

Unadvanced funds on construction and real estate loans

 

168,883

 

106,935

 

247,382

 

168,883

Commercial and standby letters of credit

3,061

3,481

4,370

3,061

Letters of credit securing municipal deposits

221,804

181,150

228,900

221,804

Total

$

725,655

$

682,838

$

919,905

$

725,655

Legal Claims

Various legal claims arise from time to time in the normal course of business. As of December 31, 2021,2022, neither the Company nor its subsidiaries were involved in any pending legal proceedings believed by management to be material to the Company’sour financial condition or results of operations. Periodically, there have been various claims and lawsuits involving the Company, such as claims to enforce liens, condemnation proceedings on properties in which the Company holdswe hold security interests, claims involving the making and servicing of real property loans, and other issues incident in the normal course of the Company’sour business. However, neither the Company nor its subsidiaries are a party to any pending legal proceedings that it believes, either individually or in the aggregate, would have a material adverse effect on theour financial condition or operations of the Company.operations. Additionally, future, probable losses cannot be estimated as of December 31, 2021.2022.

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NOTE 12.           SHAREHOLDERS’ EQUITY AND EARNINGS PER COMMON SHARE

The actual and required capital ratios at December 31, 20212022 and December 31, 20202021 were as follows:

2021

December 31, 2022

Regulatory Minimum to

Minimum Regulatory

Actual

be "Well-Capitalized"

Actual

Capital Requirements

(in thousands, except ratios)

    

Amount

    

Ratio

Amount

    

Ratio

    

Amount

    

Ratio

Amount

    

Ratio

Company (consolidated)

 

 

Total capital to risk-weighted assets

$

380,690

14.32

%

$

265,845

10.00

%

$

416,900

13.50

%

$

247,041

8.00

%

Common equity tier 1 capital to risk-weighted assets

 

295,635

11.12

 

172,808

6.50

 

326,513

10.57

 

138,960

4.50

Tier 1 capital to risk-weighted assets

 

316,255

11.90

 

212,608

8.00

 

347,133

11.24

 

185,281

6.00

Tier 1 capital to average assets

 

316,255

8.66

 

182,595

5.00

Tier 1 capital to average assets (leverage ratio)

 

347,133

9.21

 

150,772

4.00

Bank

Total capital to risk-weighted assets

$

375,435

14.14

%

$

265,513

10.00

%

$

410,053

13.29

%

$

246,812

8.00

%

Common equity tier 1 capital to risk-weighted assets

 

351,000

13.22

 

172,579

6.50

 

380,286

12.33

 

138,832

4.50

Tier 1 capital to risk-weighted assets

 

351,000

13.22

 

212,405

8.00

 

380,286

12.33

 

185,110

6.00

Tier 1 capital to average assets

 

351,000

9.62

 

182,432

5.00

Tier 1 capital to average assets (leverage ratio)

 

380,286

10.10

 

150,655

4.00

2020

December 31, 2021

Regulatory Minimum to

Minimum Regulatory

Actual

be "Well-Capitalized"

Actual

Capital Requirements

(in thousands, except ratios)

    

Amount

    

Ratio

Amount

    

Ratio

    

Amount

    

Ratio

Amount

    

Ratio

Company (consolidated)

 

 

Total capital to risk-weighted assets

$

353,239

13.56

%

$

260,457

10.00

%

$

380,690

14.31

%

$

212,798

8.00

%

Common equity tier 1 capital to risk-weighted assets

 

273,178

10.49

 

169,297

6.50

 

295,635

11.12

 

119,699

4.50

Tier 1 capital to risk-weighted assets

 

273,178

11.28

 

193,742

8.00

 

316,255

11.90

 

159,598

6.00

Tier 1 capital to average assets

 

273,178

8.12

 

168,147

5.00

Tier 1 capital to average assets (leverage ratio)

 

316,255

8.66

 

146,029

4.00

Bank

Total capital to risk-weighted assets

$

345,397

13.27

%

$

260,284

10.00

%

$

375,435

14.13

%

$

220,425

8.00

%

Common equity tier 1 capital to risk-weighted assets

 

325,956

12.52

 

169,226

6.50

 

351,000

13.22

 

123,812

4.50

Tier 1 capital to risk-weighted assets

 

325,956

12.52

 

208,279

8.00

 

351,000

13.22

 

165,082

6.00

Tier 1 capital to average assets

 

325,956

9.02

 

180,685

5.00

Tier 1 capital to average assets (leverage ratio)

 

351,000

9.62

 

151,082

4.00

In order to be classified as “well-capitalized” under the relevant regulatory framework, the Company must, on a consolidated basis, maintain a total risk-based capital ratio of 10.00% or greater and a Tier 1 risk-based capital ratio of 6.00% or greater, and the Bank must maintain a total risk-based capital ratio of 10.00% or greater, a Tier 1 risk-based capital ratio of 8.00% or greater, a common equity Tier 1 capital ratio of 6.50% or greater, and a leverage ratio of 5.00% or greater. At each date shown in the tables above, the Company and the Bank met the conditions to be classified as “well-capitalized” under the relevant regulatory framework. To be categorized as “well-capitalized”, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table above.

The Company and the Bank are subject to the Basel III rule that requires the Company and the Bank to assess their Common equity tier 1 capital to risk weighted assets and the Company and the Bank each exceed the minimum to be “well-capitalized.” All banking organizations must maintain a minimum Common equity tier 1 risk-based capital ratio of 6.5%, a minimum Tier 1 risk-based capital ratio of 8.0% and a minimum Total risk- based capital ratio of 10.0%.

10198

Table of Contents

Accumulated Other Comprehensive Income

Components of accumulated other comprehensive income at December 31, 20212022 and December 31, 20202021 are as follows:

(in thousands)

    

December 31, 2021

    

December 31, 2020

Accumulated other comprehensive income, before tax:

 

  

 

  

Net unrealized gain on AFS securities

$

2,580

$

13,069

Net unrealized gain (loss) on hedging derivatives(1)

 

1,130

 

(2,432)

Net unrealized loss on post-retirement plans

 

(718)

 

(1,850)

Income taxes related to items of accumulated other comprehensive income:

 

  

 

  

Net unrealized gain on AFS securities

 

(595)

 

(3,046)

Net unrealized (gain) loss on hedging derivatives(1)

 

(260)

 

567

Net unrealized loss on post-retirement plans

 

166

 

432

Accumulated other comprehensive income(1)

$

2,303

$

6,740

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies Revision of Previously Issued Financial Statements.

(in thousands)

    

December 31, 2022

    

December 31, 2021

Accumulated other comprehensive income, before tax:

 

  

 

  

Net unrealized (loss) gain on AFS securities

$

(71,832)

$

2,580

Net unrealized (loss) gain on hedging derivatives

 

(2,333)

 

1,130

Net unrealized loss on post-retirement plans

 

(1,691)

 

(718)

Income taxes related to items of accumulated other comprehensive income:

 

  

 

  

Net unrealized loss (gain) on AFS securities

 

16,586

 

(595)

Net unrealized loss (gain) on hedging derivatives

 

539

 

(260)

Net unrealized loss on post-retirement plans

 

391

 

166

Accumulated other comprehensive (loss) income

$

(58,340)

$

2,303

The following table presents the components of other comprehensive income in 2022, 2021 2020 and 2019:2020:

(in thousands)

    

Before Tax

    

Tax Effect

    

Net of Tax

Year Ended December 31, 2021

 

  

 

  

 

  

Net unrealized loss on AFS securities:

 

  

 

  

 

  

Net unrealized loss arising during the period

$

(7,619)

$

1,779

$

(5,840)

Less: reclassification adjustment for gains (losses) realized in net income

 

2,870

 

(672)

 

2,198

Net unrealized loss on AFS securities

 

(10,489)

 

2,451

 

(8,038)

Net unrealized gain on hedging derivatives:

 

 

  

 

  

Net unrealized gain arising during the period

 

3,562

 

(827)

 

2,735

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized gain on hedging derivatives

 

3,562

 

(827)

 

2,735

Net unrealized gain on post-retirement plans:

 

  

 

  

 

  

Net unrealized gain arising during the period

 

1,132

 

(266)

 

866

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized gain on post-retirement plans

 

1,132

 

(266)

 

866

Other comprehensive loss

$

(5,795)

$

1,358

$

(4,437)

(in thousands)

    

Before Tax

    

Tax Effect

    

Net of Tax

Year Ended December 31, 2020

 

  

 

  

 

  

Net unrealized gain on AFS securities:

 

  

 

  

 

  

Net unrealized gain arising during the period

$

11,264

$

(2,636)

$

8,628

Less: reclassification adjustment for gains realized in net income

 

5,445

 

(1,291)

 

4,154

Net unrealized gain on AFS securities

 

5,819

 

(1,345)

 

4,474

Net unrealized loss on hedging derivatives:

 

  

 

  

 

  

Net unrealized loss arising during the period(1)

 

(6,503)

 

1,303

 

(5,200)

Less: reclassification adjustment for gains (losses) realized in net income

 

(4,852)

 

917

 

(3,935)

Net unrealized loss on cash flow hedging derivatives(1)

 

(1,651)

 

386

 

(1,265)

Net unrealized gain on post-retirement plans:

 

  

 

  

 

  

Net unrealized loss arising during the period

 

(338)

 

77

 

(261)

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized loss on post-retirement plans

 

(338)

 

77

 

(261)

Other comprehensive income(1)

$

3,830

$

(882)

$

2,948

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

(in thousands)

    

Before Tax

    

Tax Effect

    

Net of Tax

Year Ended December 31, 2022

 

  

 

  

 

  

Net unrealized loss on AFS securities:

 

  

 

  

 

  

Net unrealized loss arising during the period

$

(74,359)

$

17,169

$

(57,190)

Less: reclassification adjustment for gains realized in net income

 

53

 

(12)

 

41

Net unrealized loss on AFS securities

 

(74,412)

 

17,181

 

(57,231)

Net unrealized loss on hedging derivatives:

 

 

  

 

  

Net unrealized loss arising during the period

 

(3,463)

 

799

 

(2,664)

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized gain on hedging derivatives

 

(3,463)

 

799

 

(2,664)

Net unrealized loss on post-retirement plans:

 

  

 

  

 

  

Net unrealized loss arising during the period

 

(973)

 

225

 

(748)

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized loss on post-retirement plans

 

(973)

 

225

 

(748)

Other comprehensive loss

$

(78,848)

$

18,205

$

(60,643)

Year Ended December 31, 2021

 

  

 

  

 

  

Net unrealized loss on AFS securities:

 

  

 

  

 

  

Net unrealized loss arising during the period

$

(7,619)

$

1,779

$

(5,840)

Less: reclassification adjustment for gains realized in net income

 

2,870

 

(672)

 

2,198

Net unrealized loss on AFS securities

 

(10,489)

 

2,451

 

(8,038)

Net unrealized gain on hedging derivatives:

 

  

 

  

 

  

Net unrealized gain arising during the period

 

3,562

 

(827)

 

2,735

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized gain on cash flow hedging derivatives

 

3,562

 

(827)

 

2,735

Net unrealized loss on post-retirement plans:

 

  

 

  

 

  

Net unrealized loss arising during the period

 

1,132

 

(266)

 

866

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized loss on post-retirement plans

 

1,132

 

(266)

 

866

Other comprehensive (loss) income

$

(5,795)

$

1,358

$

(4,437)

10299

Table of Contents

2019

(in thousands)

    

Before Tax

    

Tax Effect

    

Net of Tax

Net unrealized gain on AFS securities:

 

  

 

  

 

  

Net unrealized gain arising during the period

$

18,883

$

(4,489)

$

14,394

Less: reclassification adjustment for gains (losses) realized in net income

 

237

 

(55)

 

182

Net unrealized gain on AFS securities

 

18,646

 

(4,434)

 

14,212

Net unrealized loss on hedging derivatives:

 

  

 

  

 

  

Net unrealized loss arising during the period(1)

 

(1,096)

 

326

 

(770)

Less: reclassification adjustment for gains (losses) realized in net income

 

(3,156)

 

737

 

(2,419)

Net unrealized loss on hedging derivatives(1)

 

2,060

 

(411)

 

1,649

Net unrealized loss on post-retirement plans:

 

  

 

  

 

  

Net unrealized loss arising during the period

 

(350)

 

83

 

(267)

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized loss on post-retirement plans

 

(350)

 

83

 

(267)

Other comprehensive income(1)

$

20,356

$

(4,762)

$

15,594

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

2020

(in thousands)

    

Before Tax

    

Tax Effect

    

Net of Tax

Net unrealized gain on AFS securities:

 

  

 

  

 

  

Net unrealized gain arising during the period

$

11,264

$

(2,636)

$

8,628

Less: reclassification adjustment for gains (losses) realized in net income

 

5,445

 

(1,291)

 

4,154

Net unrealized gain on AFS securities

 

5,819

 

(1,345)

 

4,474

Net unrealized loss on hedging derivatives:

 

  

 

  

 

  

Net unrealized loss arising during the period

 

(6,503)

 

1,303

 

(5,200)

Less: reclassification adjustment for gains (losses) realized in net income

 

(4,852)

 

917

 

(3,935)

Net unrealized loss on hedging derivatives

 

(1,651)

 

386

 

(1,265)

Net unrealized loss on post-retirement plans:

 

  

 

  

 

  

Net unrealized loss arising during the period

 

(338)

 

77

 

(261)

Less: reclassification adjustment for gains (losses) realized in net income

 

 

 

Net unrealized loss on post-retirement plans

 

(338)

 

77

 

(261)

Other comprehensive income

$

3,830

$

(882)

$

2,948

103100

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The following table presents the changes in each component of accumulated other comprehensive income/(loss) in 2022, 2021 2020 and 2019:2020:

    

2021

    

2022

    

Net unrealized

    

Net loss on

    

Net unrealized

    

    

Net unrealized

    

Net gain (loss) on

    

Net unrealized

    

gain

effective cash

 loss

gain (loss)

effective cash

 loss

on AFS

flow hedging

on pension

on AFS

flow hedging

on pension

(in thousands)

Securities

derivatives

plans

Total(1)

Securities

derivatives

plans

Total

Year Ended December 31, 2021

 

  

 

  

 

  

 

Balance at beginning of period

$

10,023

$

(1,865)

$

(1,418)

$

6,740

$

1,985

$

870

$

(552)

$

2,303

Other comprehensive loss before reclassifications

 

(5,840)

 

2,735

 

866

 

(2,239)

 

(57,190)

 

(2,664)

 

(748)

 

(60,602)

Less: amounts reclassified from accumulated other comprehensive income

 

2,198

 

 

 

2,198

 

41

 

 

 

41

Total other comprehensive (loss) income

 

(8,038)

 

2,735

 

866

 

(4,437)

Total other comprehensive loss

 

(57,231)

 

(2,664)

 

(748)

 

(60,643)

Balance at end of period

$

1,985

$

870

$

(552)

$

2,303

$

(55,246)

$

(1,794)

$

(1,300)

$

(58,340)

    

2020

    

Net unrealized

    

Net loss on

    

Net unrealized

    

 (loss) gain

effective cash

 loss

on AFS

flow hedging

on pension

(in thousands)

Securities

derivatives(1)

plans

Total

Balance at beginning of period

$

5,549

$

(600)

$

(1,157)

$

3,792

Other comprehensive (loss) gain before reclassifications

 

8,628

 

(5,200)

 

(261)

 

3,167

Less: amounts reclassified from accumulated other comprehensive income

 

4,154

 

(3,935)

 

 

219

Total other comprehensive income (loss)

 

4,474

 

(1,265)

 

(261)

 

2,948

Balance at end of period

$

10,023

$

(1,865)

$

(1,418)

$

6,740

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

    

2021

    

Net unrealized

    

Net loss on

    

Net unrealized

    

 (loss) gain

effective cash

 loss

on AFS

flow hedging

on pension

(in thousands)

Securities

derivatives

plans

Total

Balance at beginning of period

$

10,023

$

(1,865)

$

(1,418)

$

6,740

Other comprehensive (loss) gain before reclassifications

 

(5,840)

 

2,735

 

866

 

(2,239)

Less: amounts reclassified from accumulated other comprehensive income

 

2,198

 

 

 

2,198

Total other comprehensive (loss) income

 

(8,038)

 

2,735

 

866

 

(4,437)

Balance at end of period

$

1,985

$

870

$

(552)

$

2,303

    

2019

    

Net unrealized

    

Net loss on

  �� 

Net unrealized

    

 (loss) gain

effective cash

 loss

on AFS

flow hedging

on pension

(in thousands)

Securities

derivatives(1)

plans

Total

Balance at beginning of period

$

(8,663)

$

(2,249)

$

(890)

$

(11,802)

Other comprehensive (loss) gain before reclassifications

 

14,394

 

(770)

 

(267)

 

13,357

Less: amounts reclassified from accumulated other comprehensive income

 

182

 

(2,419)

 

 

(2,237)

Total other comprehensive (loss) income

 

14,212

 

1,649

 

(267)

 

15,594

Balance at end of period

$

5,549

$

(600)

$

(1,157)

$

3,792

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

    

2020

    

Net unrealized

    

Net loss on

    

Net unrealized

    

 (loss) gain

effective cash

 loss

on AFS

flow hedging

on pension

(in thousands)

Securities

derivatives

plans

Total

Balance at beginning of period

$

5,549

$

(600)

$

(1,157)

$

3,792

Other comprehensive (loss) gain before reclassifications

 

8,628

 

(5,200)

 

(261)

 

3,167

Less: amounts reclassified from accumulated other comprehensive income

 

4,154

 

(3,935)

 

 

219

Total other comprehensive income (loss)

 

4,474

 

(1,265)

 

(261)

 

2,948

Balance at end of period

$

10,023

$

(1,865)

$

(1,418)

$

6,740

104101

Table of Contents

The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) in 2022, 2021 2020 and 2019:2020:

Affected Line Item where

Affected Line Item where

(in thousands)

    

2021

    

2020

    

2019

    

Net Income is Presented

    

2022

    

2021

    

2020

    

Net Income is Presented

Net realized gains on AFS securities:

  

  

  

  

  

  

  

  

Before tax (1)

$

2,870

$

5,445

$

237

 

Non-interest income

$

53

$

2,870

$

5,445

 

Non-interest income

Tax effect

 

(672)

 

(1,275)

 

(55)

 

Tax expense

 

(12)

 

(672)

 

(1,275)

 

Tax expense

Total reclassifications for the period

$

2,198

$

4,170

$

182

$

41

$

2,198

$

4,170

Affected Line Item where

Affected Line Item where

(in thousands)

    

2021

    

2020

    

2019

    

Net Income is Presented

    

2022

    

2021

    

2020

    

Net Income is Presented

Net realized loss on hedging derivatives:

  

  

  

  

  

  

  

  

Before tax

$

$

(4,852)

$

 

Non-interest income

$

$

$

(4,852)

 

Non-interest income

Tax effect

 

 

917

 

 

Tax expense

 

 

 

917

 

Tax expense

Total reclassifications for the period

$

$

(3,935)

$

$

$

$

(3,935)

Affected Line Item where

Affected Line Item where

(in thousands)

    

2021

    

2020

    

2019

    

Net Income is Presented

    

2022

    

2021

    

2020

    

Net Income is Presented

Realized loss on post-retirement plans:

  

  

  

  

  

  

  

  

Before tax

$

$

$

 

Non-interest expense

$

$

$

 

Non-interest expense

Tax effect

 

 

 

 

Tax expense

 

 

 

 

Tax expense

Total reclassifications for the period

$

$

$

 

$

$

$

 

Earnings per Share

Earnings per share have been computed based on the following:

(in thousands, except per share and share data)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Net income

$

39,299

$

33,244

$

22,620

$

43,557

$

39,299

$

33,244

Average number of basic common shares outstanding

 

14,968,973

 

15,245,728

 

15,540,884

 

15,040,162

 

14,968,973

 

15,245,728

Plus: dilutive effect of stock options and awards outstanding

 

76,189

 

25,819

 

46,109

 

71,799

 

76,189

 

25,819

Average number of diluted common shares outstanding(1)

 

15,045,162

 

15,271,547

 

15,586,993

 

15,111,961

 

15,045,162

 

15,271,547

Earnings per share:

 

  

 

  

 

  

 

  

 

  

 

  

Basic

$

2.63

$

2.18

$

1.46

$

2.90

$

2.63

$

2.18

Diluted

$

2.61

$

2.18

$

1.45

$

2.88

$

2.61

$

2.18

(1)Average diluted shares outstanding are computed using the treasury stock method.

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NOTE 13.           STOCK-BASED COMPENSATION PLANS

The Company hasWe have several stock-based compensation plans that allow for grants of restricted stock, restricted shares, performance share units, performance shares and restricted stock units to itsour employees and non-employee directors. The Company'sOur stock-based compensation plans are administered by the Compensation Committee of the Board of Directors. For the years ended December 31, 2022, 2021 2020 and 2019,2020, all common stock issuances in connection with stock-based compensation arrangements were issued from unissued shares.  As of December 31, 2021,2022, total shares authorized under the Company's stock-based compensation 2019 plan for employees and directors were 500,000 shares, of which 226,286121,351 shares were available for future grants.

Compensation expense recognized in connection with the stock-based compensation plans are presented in the following table for the years ended December 31, 2022, 2021, 2020, and 2019:2020:

(in thousands)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Stock options

$

$

12

$

28

$

$

$

12

Restricted stock awards

357

275

300

578

357

275

Performance stock units

 

317

 

225

 

182

 

181

 

317

 

225

Restricted stock units

 

1,391

 

960

 

841

 

1,098

 

1,391

 

960

Total compensation expense

$

2,065

$

1,472

$

1,351

$

1,857

$

2,065

$

1,472

Tax benefits recognized from stock-based compensation plans for the years ended December 31, 2022, 2021, 2020, and 20192020 are, as follows:

(in thousands)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Stock options(1)

$

77

$

9

$

23

$

22

$

77

$

9

Restricted stock awards

84

65

72

136

84

65

Performance stock units

 

79

 

49

 

56

 

43

 

79

 

49

Restricted stock units

 

344

 

190

 

198

 

274

 

344

 

190

Total tax benefit

$

584

$

313

$

349

$

475

$

584

$

313

(1) The Company doesWe do not receive a tax benefit on this plan until disqualifying dispositions are made.

Stock Options

A summary of stock options as of December 31, 20212022 and 2020,2021, and changes during the year then ended is presented below:

Number of

Weighted

Aggregate

Number of

Weighted

Aggregate

Stock Options

Average

Intrinsic Value

Stock Options

Average

Intrinsic Value

Stock Options

    

Outstanding

    

Exercise Price

    

(in thousands)

    

Outstanding

    

Exercise Price

    

(in thousands)

Outstanding at January 1, 2021

 

94,566

$

20.29

 

  

Outstanding at January 1, 2022

 

57,964

$

20.89

 

  

Granted

 

 

 

  

 

 

 

  

Exercised

 

(36,441)

 

19.38

 

  

 

(10,637)

 

18.29

 

  

Forfeited

 

 

 

  

 

 

 

  

Expired

(161)

13.27

Outstanding at December 31, 2021

 

57,964

$

20.89

$

466

Outstanding at December 31, 2022

 

47,327

$

21.47

$

500

Ending vested and expected to vest December 31, 2021

 

57,964

$

20.89

$

466

Exercisable at December 31, 2021

 

57,962

 

20.89

 

466

Ending vested and expected to vest December 31, 2022

 

47,327

$

21.47

$

500

Exercisable at December 31, 2022

 

47,327

 

21.47

 

500

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Number of

Weighted

Aggregate

Stock Options

Average

Intrinsic Value

Stock Options

    

Outstanding

    

Exercise Price

    

(in thousands)

Outstanding at January 1, 2021

 

94,566

$

20.29

 

  

Granted

 

 

 

  

Exercised

 

(36,441)

 

19.38

 

  

Forfeited

 

 

 

  

Expired

(161)

13.27

Outstanding at December 31, 2021

 

57,964

$

20.89

$

466

Ending vested and expected to vest December 31, 2021

 

57,964

$

20.89

$

466

Exercisable at December 31, 2021

 

57,962

 

20.89

 

466

All outstanding options were fully vested with no unrecognized compensation cost as of December 31, 2021.  The intrinsic value of the options exercised for the years ended December 31, 2022, 2021, and 2020, was approximately $94 thousand, $331 thousand and $39 thousand, respectively.  The weighted average remaining contractual term of outstanding options is approximately 2.4 years.    

Restricted Stock Awards

Restricted stock awards (“RSAs”) are granted to certain directors and executive officers and vest immediately. A summary of RSAs as of December 31, 2022 and 2021, and changes during the year then ended is presented below:

Number of

Restricted Stock

Weighted Average

Awards

Grant Date Fair

Restricted Stock Awards

    

Outstanding

    

Value

Outstanding at January 1, 2022

 

$

Awarded

 

39,267

 

29.21

Vested

 

(14,443)

 

30.46

Forfeited

 

 

Outstanding at December 31, 2022

 

24,824

$

28.49

Number of

Restricted Stock

Weighted Average

Awards

Grant Date Fair

Restricted Stock Awards

    

Outstanding

    

Value

Outstanding at January 1, 2021

 

$

Awarded

 

11,418

 

31.29

Vested

 

(11,418)

 

31.29

Forfeited

 

 

Outstanding at December 31, 2021

 

$

Unrecognized expense for non-vested RSAs totaled $138 thousand as of December 31, 2022, which is expected to be recognized over the weighted average remaining contractual maturity term of 2.3 years.

Performance Stock Units

We have a long-term incentive plan where performance unit awards (“PSUs”) are granted to certain executive officers providing the opportunity to earn shares of common stock of the Company based on our performance compared to peers.  Participants in the plan were collectively granted PSUs ranging from zero to 43,800 in 2022 and from zero to 49,625 in 2021. The PSUs granted will vest only if the performance measures are achieved over a three year performance period. Failure to achieve the performance measures will result in all or a portion of shares being forfeited. On the grant dates in 2022 and 2021, PSUs had a weighted average fair value per share of $28.49 and $23.18, respectively.  Expense is recognized over the performance period and is adjusted for changes in probability of the Company achieving profitability metrics.  

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The following table summarizes PSUs at target as of December 31, 2022 and 2021:

Number of

Weighted Average

Performance Stock

Grant Date Fair

Performance Stock Units

    

Units Outstanding

    

Value

Nonvested at January 1, 2022

 

70,465

$

23.88

Awarded

 

29,200

 

28.49

Vested and exercised

 

 

Forfeited

 

(21,230)

 

23.35

Nonvested at December 31, 2022

 

78,435

$

25.70

Number of

Weighted Average

Performance Stock

Grant Date Fair

Performance Stock Units

    

Units Outstanding

    

Value

Nonvested at January 1, 2021

 

56,328

$

24.98

Awarded

 

33,083

 

23.18

Vested and exercised

 

(7,694)

 

26.79

Forfeited

 

(11,252)

 

25.33

Nonvested at December 31, 2021

 

70,465

$

23.88

Unrecognized expense for non-vested PSUs totaled $745 thousand as of December 31, 2022, which is expected to be recognized over the weighted average remaining contractual maturity term of 2.0 years.  PSUs do not carry an exercise price and therefore have no intrinsic value as of December 31, 2022.

Restricted Stock Units

During 2022 and 2021, restricted stock units (“RSUs”) were granted to certain executive officers and senior vice presidents.  Awards to executives vest annually over 3 years while awards to senior vice presidents cliff vest at the end of three years. The RSUs granted were valued between $28.49 and $29.34 for 2022 and between $22.51 and $28.93 for 2021 the fair value at the date of grant and are expensed over three years.

The following table summarizes RSUs activity in 2022 and 2021:

Number of

Weighted Average

Restricted Stock

Grant Date Fair

    

Units Outstanding

    

Value

Outstanding at January 1, 2022

133,617

 

$

23.48

Granted

36,468

28.51

Vested and exercised

(43,059)

22.88

Forfeited

(11,210)

23.46

Outstanding at December 31, 2022

115,816

$

25.25

Number of

Weighted Average

Restricted Stock

Grant Date Fair

    

Units Outstanding

    

Value

Outstanding at January 1, 2021

131,398

 

$

23.57

Granted

59,401

25.51

Vested and exercised

(38,202)

27.33

Forfeited

(18,980)

22.72

Outstanding at December 31, 2021

133,617

$

23.48

RSUs include cash-based restricted stock units (“CRSUs”), total CRSUs vested and exercised during 2022 and 2021 were 24,232 and 20,568 shares, respectively. Unrecognized expense for non-vested RSUs totaled $1.8 million as of December 31, 2022, which is expected to be recognized over the weighted average remaining contractual maturity term of 1.9 years.

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Employee Stock Purchase Plan

We maintain an employee stock purchase plan (“ESPP”) under which employees, through payroll deductions, are able to purchase shares of Company’s common stock. The purchase price is 92% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares; however, as of December 31, 2022, December 31, 2021 and December 31, 2020, there were 179,079, 167,502 and 186,983 shares available for issuance under the ESPP, respectively. Participants may not purchase more than 400 shares during any offering period and, in any event, no more than $25 thousand worth of common stock in any calendar year.  The ESPP has been determined to be non-compensatory in nature. As a result, we expect that expenses related to the ESPP will not be material. During the years ended December 31, 2022, 2021 and 2020, there were 20,921, 19,481 and 13,017 shares of common stock issued under the ESPP, respectively.

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Number of

Weighted

Aggregate

Stock Options

Average

Intrinsic Value

Stock Options

    

Outstanding

    

Exercise Price

    

(in thousands)

Outstanding at January 1, 2020

 

107,784

$

20.15

 

  

Granted

 

 

 

  

Exercised

 

(9,860)

 

18.42

 

  

Forfeited

 

(483)

 

16.96

 

  

Expired

(2,875)

21.90

Outstanding at December 31, 2020

 

94,566

$

20.29

$

226

Ending vested and expected to vest December 31, 2020

 

94,566

$

20.29

$

226

Exercisable at December 31, 2020

 

92,956

 

20.35

 

217

All outstanding options were fully vested with 0 unrecognized compensation cost as of December 31, 2021.  The intrinsic value of the options exercised for the years ended December 31, 2021, 2020, and 2019, was approximately $331 thousand, $39 thousand and $94 thousand, respectively.  The weighted average remaining contractual term of outstanding options is approximately 3.2 years.    

Restricted Stock Awards

Restricted stock awards (RSAs) are granted to certain directors and executive officers and vest immediately. A summary of RSAs as of December 31, 2021 and 2020, and changes during the year then ended is presented below:

Number of

Restricted Stock

Weighted Average

Awards

Grant Date Fair

Restricted Stock Awards

    

Outstanding

    

Value

Outstanding at January 1, 2021

 

$

Awarded

 

11,418

 

31.29

Vested

 

(11,418)

 

31.29

Forfeited

 

 

Outstanding at December 31, 2021

 

$

Number of

Restricted Stock

Weighted Average

Awards

Grant Date Fair

Restricted Stock Awards

    

Outstanding

    

Value

Outstanding at January 1, 2020

 

$

Awarded

 

39,565

 

23.59

Vested

 

(39,565)

 

23.59

Forfeited

 

 

Outstanding at December 31, 2020

 

$

As RSAs are granted and vest on the same day there is no remaining contractual maturity or unrecognized expense to report as of December 31, 2021.  As there is 0 exercise price, RSAs also have 0 intrinsic value as of December 31, 2021.

Performance Stock Units

The Company has a long-term incentive plan where performance unit awards (PSUs) are granted to certain executive officers providing the opportunity to earn shares of common stock of the Company based on its performance compared to peers.  Participants in the plan were collectively granted PSUs ranging from 0 to 49,625 in 2021 and from 0 to 37,562 in 2020. The PSUs granted will vest only if the performance measures are achieved over a three year performance period. Failure to achieve the performance measures will result in all or a portion of shares being forfeited. On the grant dates in 2021 and 2020, PSUs had a weighted average fair value per share of $23.18 and $25.07, respectively.  Expense is recognized over the performance period and is adjusted for changes in probability of the Company achieving profitability metrics.  

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Table of Contents

The following table summarizes performance units at target as of December 31, 2021 and 2020:

Number of

Weighted Average

Performance Stock

Grant Date Fair

Performance Stock Units

    

Units Outstanding

    

Value

Nonvested at January 1, 2021

 

56,328

$

24.98

Awarded

 

33,083

 

23.18

Vested and exercised

 

(7,694)

 

26.79

Forfeited

 

(11,252)

 

25.33

Nonvested at December 31, 2021

 

70,465

$

23.88

Number of

Weighted Average

Performance Stock

Grant Date Fair

Performance Stock Units

    

Units Outstanding

    

Value

Nonvested at January 1, 2020

 

43,058

$

26.01

Awarded

 

25,041

 

25.07

Vested and exercised

 

(10,369)

 

18.51

Forfeited

 

(1,402)

 

29.13

Nonvested at December 31, 2020

 

56,328

$

24.98

Unrecognized expense for non-vested PSUs totaled $445 thousand as of December 31, 2021, which is expected to be recognized over the weighted average remaining contractual maturity term of 2.0 years.  PSU’s do not carry an exercise price and therefore have 0 intrinsic value as of December 31, 2021.

Restricted Stock Units

During 2021 and 2020, restricted stock units (RSUs) were granted to certain executive officers and senior vice presidents.  Awards to executives vest annually over 3 years while awards to senior vice presidents cliff vest at the end of three years. The RSUs granted were valued between $22.51 and $28.93 for 2021 and between $20.44 and $25.07 for 2020 the fair value at the date of grant and are expensed over three years.

The following table summarizes restricted stock units activity in 2021 and 2020:

Number of

Weighted Average

Restricted Stock

Grant Date Fair

    

Units Outstanding

    

Value

Outstanding at January 1, 2021

131,398

 

$

23.57

Granted

59,401

25.51

Vested and exercised

(38,202)

27.33

Forfeited

(18,980)

22.72

Outstanding at December 31, 2021

133,617

$

23.48

Number of

Weighted Average

Restricted Stock

Grant Date Fair

    

Units Outstanding

    

Value

Outstanding at January 1, 2020

106,552

 

$

25.82

Granted

63,667

21.98

Vested and exercised

(31,565)

27.38

Forfeited

(7,256)

25.60

Outstanding at December 31, 2020

131,398

$

23.57

Restricted stock units include cash-based restricted stock units (CRSUs), total CRSUs vested and exercised during 2022 and 2020 were 20,568 and 13,290 shares, respectively. Unrecognized expense for non-vested RSUs totaled $2.1 million

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as of December 31, 2021, which is expected to be recognized over the weighted average remaining contractual maturity term of 1.9 years.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan (ESPP) under which employees, through payroll deductions, are able to purchase shares of Company common stock. The purchase price is 92% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares however, as of December 31, 2021, December 31, 2020 and December 31, 2019, there were 167,502, 186,983 and 200,000 shares available for issuance under the ESPP, respectively. Participants may not purchase more than 400 shares during any offering period and, in any event, no more than $25 thousand worth of common stock in any calendar year.  The ESPP has been determined to be non-compensatory in nature. As a result, the Company expects that expenses related to the ESPP will not be material. During the years ended December 31, 2021, 2020 and 2019, there were 19,481, 13,017 and 0 shares of common stock issued under the ESPP, respectively.

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NOTE 14.           FAIR VALUE MEASUREMENTS

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and financial liabilities that are carried at fair value.

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 20212022 and December 31, 2020,2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value.

December 31, 2021

December 31, 2022

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

(in thousands)

Inputs

Inputs

Inputs

Fair Value

Inputs

Inputs

Inputs

Fair Value

Available for sale securities:

  

  

  

  

  

  

Mortgage-backed securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

0

$

236,117

$

0

$

236,117

$

$

215,027

$

$

215,027

US Government agency

 

0

 

79,637

 

0

 

79,637

 

 

82,266

 

 

82,266

Private label

 

0

 

68,695

 

0

 

68,695

 

 

60,154

 

 

60,154

Obligations of states and political subdivisions thereof

 

0

 

141,776

 

0

 

141,776

 

 

107,737

 

 

107,737

Corporate bonds

 

0

 

92,051

 

0

 

92,051

 

 

94,332

 

 

94,332

Loans held for sale

0

5,523

0

5,523

Derivative assets

 

0

 

13,850

 

298

 

14,148

 

 

30,039

 

 

30,039

Derivative liabilities

 

0

 

(15,257)

 

0

 

(15,257)

 

 

(25,228)

 

 

(25,228)

December 31, 2020

December 31, 2021

    

Level 1

    

Level 2

    

Level 3

    

Total

    

Level 1

    

Level 2

    

Level 3

    

Total

(in thousands)

Inputs

Inputs

Inputs

Fair Value

Inputs

Inputs

Inputs

Fair Value

Available for sale securities:

  

  

  

  

  

  

  

  

Mortgage-backed securities:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

US Government-sponsored enterprises

$

$

212,390

$

$

212,390

$

$

236,117

$

$

236,117

US Government agency

 

 

85,632

 

 

85,632

 

 

79,637

 

 

79,637

Private label

 

 

19,709

 

 

19,709

 

 

64,695

 

 

64,695

Obligations of states and political subdivisions thereof

 

 

169,004

 

 

169,004

 

 

141,776

 

 

141,776

Corporate bonds

 

 

98,311

 

 

98,311

 

 

96,051

 

 

96,051

Derivative assets(1)

 

 

25,895

 

22

 

25,917

Derivative liabilities(1)

 

 

(31,348)

 

(95)

 

(31,443)

Loans held for sale

5,523

5,523

Derivative assets

 

 

13,850

 

298

 

14,148

Derivative liabilities

 

 

(15,257)

 

 

(15,257)

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

Securities Available for Sale: All securities and major categories of securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtainswe obtain fair value measurements from independent pricing providers. The fair value measurements used by the pricing providers consider observable data that may include dealer quotes, market maker quotes and live trading systems. If quoted prices are not readily available, fair values are determined using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as market pricing spreads, credit information, callable features, cash flows, the U.S.US Treasury yield curve, trade execution data, market consensus prepayment speeds, default rates, and the securities’ terms and conditions, among other things.

Loans Held for Sale: The valuation of the Company’sour loans held for sale are determined on an individual basis using quoted secondary market prices and are classified as Level 2 measurements.

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Derivative Assets and Liabilities

Cash Flow Hedges.The valuation of the Company’sour cash flow hedges are obtained from a third party. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The inputs used to value the Company’s cash flow hedges are all classified as Level 2 measurements.

Interest Rate Lock Commitments.The Company enters We enter into IRLCs for residential mortgage loans, which commit the Companyus to lend funds to  a potential borrowerborrowers at a specific interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood of a loan in a lock position will ultimately close. The closing ratio is derived from the Company’s internal data and is adjusted using significant management judgment. As such, IRLCs are classified as Level 3 measurements.

Forward Sale Commitments. The Company utilizes We utilize forward sale commitments as economic hedges against potential changes in the values of the IRLCs and loans originated for sale. The fair values of the Company’smandatory delivery loan sale commitments are determined similarly to the IRLCs using quoted prices in the market place that are observable. However, closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are not considered observable factors. As such, mandatory delivery forward commitments are classified as Level 3 measurements.

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

Although the Company haswe have determined that the majority of the inputs used to value its customer loan derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2021, the Company2022, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of itsour derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of itsour derivatives. As a result, the Companywe determined that itsthe derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis in 20212022 and 2020.2021.

Assets (Liabilities)

Assets (Liabilities)

Interest Rate Lock

Forward

Interest Rate Lock

Forward

(in thousands)

    

Commitments

    

Commitments

    

Commitments

    

Commitments

Year Ended December 31, 2022

 

  

 

  

Balance at beginning of period

$

283

$

15

Realized loss recognized in non-interest income

 

(283)

 

(15)

Balance at end of period

$

$

Year Ended December 31, 2021

 

  

 

  

 

  

 

  

Balance at beginning of period

$

22

$

(95)

$

22

$

(95)

Realized gain recognized in non-interest income

 

261

 

110

 

261

 

110

Balance at end of period

$

283

$

15

$

283

$

15

Year Ended December 31, 2020

 

  

 

  

Balance at beginning of period

$

59

$

(84)

Realized loss recognized in non-interest income

 

(37)

 

(11)

Balance at end of period

$

22

$

(95)

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Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities is as follows:

    

Fair Value

Fair Value

    

    

Significant

 

    

Fair Value

    

    

Significant

 

December 31,

December 31,

Valuation

Unobservable

Unobservable

December 31,

Valuation

Unobservable

Unobservable

(in thousands, except ratios)

    

 2021

    

 2020

Techniques

    

Inputs

    

Input Value

    

 2021

Techniques

    

Inputs

    

Input Value

Assets (Liabilities)

  

  

  

  

  

 

  

  

  

  

 

Interest Rate Lock Commitment

 

$

283

$

22

Pull-through Rate Analysis

 

Closing Ratio

 

85

%

 

$

283

Pull-through Rate Analysis

 

Closing Ratio

 

85

%

 

 

Pricing Model

Origination Costs, per loan

$

1.7

 

Pricing Model

Origination Costs, per loan

$

1.7

Discount Cash Flows

Mortgage Servicing Asset

1.0

%

Discount Cash Flows

Mortgage Servicing Asset

1.0

%

 

 

Forward Commitments

 

15

 

(95)

Quoted prices for similar loans in active markets

 

Freddie Mac pricing system

 

$99.8 to $103.2

 

15

Quoted prices for similar loans in active markets

 

Freddie Mac pricing system

 

$99.8 to $103.2

Total

$

298

$

(73)

  

 

  

 

  

$

298

There were no level 3 assets and liabilities that were measured at fair value on a recurring basis in 20212022 and 2020.2021.

Non-Recurring Fair Value Measurements

The Company isWe are required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with U.S. GAAP. The following is a summary of applicable non-recurring fair value measurements.

December 31, 2021

December 31, 2020

December 31, 2021

Fair Value Measurement Date as of December 31, 2021

December 31, 2022

December 31, 2021

December 31, 2022

Fair Value Measurement Date as of December 31, 2022

Level 3

Level 3

Total

Level 3

Level 3

Level 3

Total

Level 3

(in thousands)

    

Inputs

    

Inputs

    

Gains (Losses)

    

Inputs

    

Inputs

    

Inputs

    

Gains (Losses)

    

Inputs

Assets

  

  

  

  

  

  

  

  

Individually evaluated loans

$

8,324

$

8,746

$

(422)

December 2021

$

16,477

$

17,932

$

(1,455)

December 2022

Capitalized servicing rights

 

5,263

3,605

 

1,658

 

December 2021

 

6,845

5,263

 

1,582

 

December 2022

Premises held for sale

 

226

962

 

(736)

 

December 2021

 

252

226

 

26

 

December 2022

Total

$

13,813

$

13,313

$

500

 

  

$

23,574

$

23,421

$

153

 

  

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Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets as of December 31, 20212022 and December 31, 20202021 is as follows:

 

 

(in thousands, except ratios)

    

Fair Value December 31, 2021

    

Valuation Techniques

    

Unobservable Inputs

    

Range (Weighted Average)(a)

 

    

Fair Value December 31, 2022

    

Valuation Techniques

    

Unobservable Inputs

    

Range (Weighted Average)(a)

 

Assets

 

  

 

  

 

  

  

 

  

 

  

 

  

  

Individually evaluated loans

$

4,780

 

Fair value of collateral-appraised value

 

Loss severity

10% to 70%

$

13,587

 

Fair value of collateral-appraised value

 

Loss severity

1% to 40%

 

Appraised value

$71 to $1,792

 

Appraised value

$80 to $3,859

Individually evaluated loans

 

3,544

 

Discount cash flow

 

Discount rate

 

2.88% to 9.50%

 

2,890

 

Discount cash flow

 

Discount rate

 

3.63% to 6.38%

 

Cash flows

$6 to $931

 

Cash flows

$100 to $539

Capitalized servicing rights

 

5,263

 

Discounted cash flow

 

Constant prepayment rate (CPR)

 

12.47%

 

6,845

 

Discounted cash flow

 

Constant prepayment rate (CPR)

 

7.29%

 

  

 

  

 

Discount rate

 

9.53%

 

  

 

  

 

Discount rate

 

9.54%

Premises held for sale

 

226

 

Fair value of asset less selling costs

 

Appraised value

$240

 

252

 

Fair value of asset less selling costs

 

Appraised value

$267

 

 

  

 

Selling Costs

 

6%

 

 

  

 

Selling Costs

 

6%

Total

$

13,813

 

  

 

  

 

  

$

23,574

 

  

 

  

 

  

(a)Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.

(in thousands, except ratios)

    

Fair Value December 31, 2020

    

Valuation Techniques

    

Unobservable Inputs

    

Range (Weighted Average)(a)

    

Fair Value December 31, 2021

    

Valuation Techniques

    

Unobservable Inputs

    

Range (Weighted Average)(a)

Assets

Individually evaluated loans

$

6,128

Fair value of collateral-appraised value

Loss severity

0% to 70%

$

12,127

Fair value of collateral-appraised value

Loss severity

1% to 25%

Appraised value

$0 to $1,730

Appraised value

$71 to $1,792

Individually evaluated loans

 

2,618

Discount cash flow

Discount rate

 

3.50% to 9.50%

 

5,805

Discount cash flow

Discount rate

 

2.88% to 9.50%

Cash flows

$19 to $953

Cash flows

$6 to $931

Capitalized servicing rights

 

3,605

Discounted cash flow

Constant prepayment rate (CPR)

 

18.53%

 

5,263

Discounted cash flow

Constant prepayment rate (CPR)

 

12.47%

Discount rate

 

10.05%

Discount rate

 

9.53%

Premises held for sale

 

962

Fair value of asset less selling costs

Appraised value

 

$220 to $386

 

226

Fair value of asset less selling costs

Appraised value

 

$240

Selling Costs

 

6%

Selling Costs

 

6%

Total

$

13,313

$

23,421

(a)Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.

There were no Level 1 or Level 2 non-recurring fair value measurements for the periods ended December 31, 20212022 and December 31, 2020.2021.

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Individually evaluated loans.Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company recordswe record non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, non-recurring fair value measurement adjustments that relaterelating to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral that supportssupporting commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.

Capitalized loan servicing rights.A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of loan servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

Other real estate owned (“OREO”). or OREO.OREO results from the foreclosure process on residential or commercial loans issued by the Bank. Upon assuming the real estate, the Company recordswe record the property at the fair value of the asset less the estimated sales costs. Thereafter, OREO properties are recorded at the lower of cost or fair value less the estimated sales costs. OREO fair values are primarily determined based on Level 3 data including sales comparables and appraisals.

Premises held for sale.Premises Assets held for sale, identified as part of the Company’sour strategic review and branch optimization exercise, were transferred from premises and equipment at the lower of amortized cost or fair value less the estimated sales costs. Assets held for sale fair values are primarily determined based on Level 3 data including sales comparables and appraisals.

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Summary of Estimated Fair Values of Financial Instruments

The following table represents estimated fair values, and related carrying amounts, of the Company’sour financial instruments as of December 31, 2021 and December 31, 2020.are included in the table below. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.

December 31, 2021

December 31, 2022

Carrying

Fair

Carrying

Fair

(in thousands)

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

Financial Assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

250,389

$

250,389

$

250,389

$

0

$

0

$

92,295

$

92,295

$

92,295

$

$

Securities available for sale

 

618,276

 

618,276

 

0

 

618,276

 

0

 

559,516

 

559,516

 

 

559,516

 

FHLB stock

 

7,384

 

7,384

 

0

 

7,384

 

0

 

14,893

 

14,893

 

 

14,893

 

Loans held for sale

5,523

5,523

0

5,523

0

Net loans

 

2,509,192

 

2,442,741

 

0

 

0

 

2,442,741

 

2,902,690

 

2,774,863

 

 

 

2,774,863

Accrued interest receivable

 

2,712

 

2,712

 

0

 

2,712

 

0

 

4,257

 

4,257

 

 

4,257

 

Cash surrender value of bank-owned life insurance policies

 

79,020

 

79,020

 

0

 

79,020

 

0

 

81,197

 

81,197

 

 

81,197

 

Derivative assets

 

14,148

 

14,148

 

0

 

13,850

 

298

 

30,039

 

30,039

 

 

30,039

 

Financial Liabilities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Non-maturity deposits

$

2,623,012

$

2,853,000

$

0

$

2,853,000

$

0

$

2,719,992

$

2,309,555

$

$

2,309,555

$

Time deposits

425,532

424,000

0

424,000

0

323,439

315,180

315,180

Securities sold under agreements to repurchase

19,802

19,802

0

19,802

0

13,369

13,369

13,369

FHLB advances

 

98,598

 

98,439

 

0

 

98,439

 

0

 

320,588

 

320,244

 

 

320,244

 

Subordinated borrowings

 

60,124

 

61,884

 

0

 

61,884

 

0

 

60,289

 

66,846

 

 

66,846

 

Derivative liabilities

 

15,257

 

15,257

 

0

 

15,257

 

0

 

25,228

 

25,228

 

 

25,228

 

December 31, 2020

December 31, 2021

Carrying

Fair

Carrying

Fair

(in thousands)

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

    

Amount

    

Value

    

Level 1

    

Level 2

    

Level 3

Financial Assets

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

226,007

$

226,007

$

226,007

$

$

$

250,389

$

250,389

$

250,389

$

$

Securities available for sale

 

585,046

 

585,046

 

 

585,046

 

 

618,276

 

618,276

 

 

618,276

 

FHLB stock

 

14,036

 

14,036

 

 

14,036

 

 

7,384

 

7,384

 

 

7,384

 

Loans held for sale

23,988

24,163

24,163

5,523

5,523

5,523

Net loans

 

2,543,803

 

2,547,970

 

 

 

2,547,970

 

2,509,192

 

2,442,741

 

 

 

2,442,741

Accrued interest receivable

 

2,964

 

2,964

 

 

2,964

 

 

2,712

 

2,712

 

 

2,712

 

Cash surrender value of bank-owned life insurance policies

 

77,870

 

77,870

 

 

77,870

 

 

79,020

 

79,020

 

 

79,020

 

Derivative assets(1)

 

25,895

 

25,895

 

 

25,917

 

22

 

14,148

 

14,148

 

 

13,850

 

298

Financial Liabilities

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Non-maturity deposits

$

2,207,854

$

2,122,222

$

$

2,122,222

$

$

2,623,012

$

2,853,000

$

$

2,853,000

$

Time deposits

698,361

694,700

694,700

425,532

424,000

424,000

Short-term other borrowings

 

27,779

 

27,779

 

 

27,779

 

Securities sold under agreements to repurchase

19,802

19,802

19,802

FHLB advances

 

248,283

 

252,698

 

 

252,698

 

 

98,598

 

98,439

 

 

98,439

 

Subordinated borrowings

 

59,961

 

57,091

 

 

57,091

 

 

60,124

 

61,884

 

 

61,884

 

Derivative liabilities(1)

 

31,348

 

31,348

 

 

31,443

 

95

 

15,257

 

15,257

 

 

15,257

 

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

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NOTE 15.           REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company hasWe have accounted for the various non-interest revenue streams and related contracts under ASC 606.

Disaggregation of Revenue

The following tables present disaggregation of the Company’sour non-interest revenue by major business line and timing of revenue recognition for the transfer of products or services:

Year Ended December 31, 

Year Ended December 31, 

(in thousands)

    

2021

    

2020

    

2022

    

2021

Major Products/Service Lines

 

  

 

  

 

  

 

  

Trust management fees

$

13,495

$

12,246

$

13,022

$

13,495

Financial services fees

 

1,684

 

1,132

 

1,551

 

1,684

Interchange fees

 

7,368

 

6,668

 

7,736

 

7,368

Customer deposit fees

 

4,905

 

3,746

 

5,935

 

4,905

Other customer service fees

 

939

 

913

 

1,120

 

939

Total

$

28,391

$

24,705

$

29,364

$

28,391

Year Ended December 31, 

Year Ended December 31, 

(in thousands)

    

2021

    

2020

    

2022

    

2021

Timing of Revenue Recognition

 

  

 

  

 

  

 

  

Products and services transferred at a point in time

$

14,250

$

11,992

$

15,552

$

14,250

Products and services transferred over time

 

14,141

 

12,713

 

13,812

 

14,141

Total

$

28,391

$

24,705

$

29,364

$

28,391

Trust Management Fees

The trust management business generates revenue through a range of fiduciary services including trust and estate administration, wealth advisory,financial advice, and investment management to individuals, businesses, not-for-profit organizations, and municipalities. These fees are primarily earned over time as the Company charges itswe charge our customers on a monthly or quarterly basis in accordance with its investment advisory agreements.  Fees are generally assessed based on a tiered scale of the market value of assets under management at month end.  Certain fees, such as bill paying fees, distribution fees, real estate sale fees, and supplemental tax service fees, are recorded as revenue at a point in time upon the completion of the service.

Financial Services Fees

Bar Harbor Financial Services is a branch office of Infinex, an independent registered broker dealer offering securities and insurance products not affiliated with the Company or its subsidiaries. The Company hasWe have a revenue sharing agreement with Infinex for any financial service fee income generated. Financial services fees are recognized at a point in time upon the completion of service requirements.

Interchange Fees

The Company earnsWe earn interchange fees from transaction fees that merchants pay whenever a customer uses a debit card to make a purchase from their store. The fees are paid to the card-issuing bank to cover handling costs, fraud, bad debt costs and the risk involved in approving the payment. Interchange fees are generally recognized as revenue at a point in time upon the completion of a debit card transaction.

Customer Deposit Fees

The customer deposit business offers a variety of deposit accounts with a range of interest rates, fee schedules and other terms, which are designed to meet the customer's financial needs. Additional depositor-related services provided to customers include ATM, bank-by-phone, internet banking, internet bill pay, mobile banking, and other cash management services which include remote deposit capture, ACH origination, and wire transfers. These customer deposit fees are generally recognized by the Company at a point in time upon the completion of the service.

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Other Customer Service Fees

The Company hasWe have certain incentive and referral fee arrangements with independent third parties in which fees are earned for new account activity, product sales, or transaction volume generated for the respective third parties. The CompanyWe also earnsearn a percentage of the fees generated from third-party credit card plans promoted through the Bank. Revenue from these incentive and referral fee arrangements areis recognized over time using the right to invoice measure of progress.

Contract Balances with Customers

The following table provides information about contract assets or receivables and contract liabilities or deferred revenues from contracts with customers:

    

    

    

    

(in thousands)

December 31, 2021

December 31, 2020

December 31, 2022

December 31, 2021

Balances from contracts with customers only:

 

  

 

  

 

  

 

  

Other Assets

$

1,184

$

1,121

$

1,211

$

1,184

Other Liabilities

 

2,324

 

2,785

 

2,345

 

2,324

The timing of revenue recognition, billings and cash collections results in contract assets or receivables and contract liabilities or deferred revenue on the consolidated balance sheets. For most customer contracts, fees are deducted directly from customer accounts and, therefore, there is no associated impact on the accounts receivable balance. For certain types of service contracts, the Company haswe have an unconditional right to consideration under the service contract and an accounts receivable balance is recorded for services completed. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

Costs to Obtain and Fulfill a Contract

The Company

We currently expensesexpense contract costs for processing and administrative fees for debit card transactions. The CompanyWe also expensesexpense custody fees and transactional costs associated with securities transactions as well as third party tax preparation fees. The Company hasWe have elected the practical expedient in ASC 340-40-25-4, whereby the Company recognizeswe recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets the Companywe otherwise would have recognized is one year or less.

NOTE 16.           LEASES

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Substantially allMost of theour leases pursuant to which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space withand have terms extending through 2040. All leases are classified as operating leases, and are recognized on the consolidated balance sheets as a right- of-useright-of-use (“ROU”) asset with a corresponding lease liability.

The following table presents the consolidated statements of condition classification of the Company’s ROU assets and lease liabilities:

(in thousands)

    

Classification

    

December 31, 2021

    

December 31, 2020

    

Classification

    

December 31, 2022

    

December 31, 2021

Lease Right-of-Use Assets

 

  

  

 

  

  

Operating lease right-of-use assets

 

Other assets

$

9,274

$

10,338

 

Other assets

$

8,078

$

9,274

Lease Liabilities

 

  

 

  

 

  

 

  

 

  

 

  

Operating lease liabilities

 

Other liabilities

 

9,643

 

10,627

 

Other liabilities

 

8,501

 

9,643

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. The Company’s lease agreements often include one or more options to renew at our discretion. If at lease inception, we consider the exercising of a renewal option to be reasonably certain, we will include the extended term in the calculation of the ROU asset and lease liability.

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often include one or more options to renew atThe following table presents the Company’s discretion. If atweighted average lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculationand discount rate of the ROU asset and lease liability.leases:

    

December 31, 2021

    

December 31, 2020

    

December 31, 2022

    

December 31, 2021

Weighted-average remaining lease term (in years)

  

  

  

  

Operating leases

8.03

9.26

7.17

8.03

Weighted-average discount rate

  

  

  

  

Operating leases

3.07

%

3.15

%

3.09

%

3.07

%

The following table represents lease costs and other lease information. As the Companywe have elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as real estate taxes, common area maintenance and utilities.

Year Ended

Year Ended

(in thousands)

    

December 31, 2021

    

December 31, 2020

December 31, 2019

December 31, 2022

    

December 31, 2021

December 31, 2020

Lease Costs

 

  

 

  

  

  

 

  

  

Operating lease cost

$

1,295

$

1,285

$

698

$

1,344

$

1,295

$

1,285

Variable lease cost

 

229

 

271

 

711

 

402

 

229

 

271

Total lease cost

$

1,524

$

1,556

$

1,409

$

1,746

$

1,524

$

1,556

Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 20212022 are, as follows:

(in thousands)

Payments

Twelve Months Ended:

December 31, 2022

$

1,344

December 31, 2023

1,343

December 31, 2024

1,316

December 31, 2025

1,092

December 31, 2026

987

Thereafter

4,074

Total future minimum lease payments

10,156

Amounts representing interest

(513)

Present value of net future minimum lease payments

$

9,643

(in thousands)

    

Payments

Twelve Months Ended:

 

  

December 31, 2023

$

1,343

December 31, 2024

 

1,316

December 31, 2025

 

1,092

December 31, 2026

 

987

December 31, 2027

 

864

Thereafter

 

3,210

Total future minimum lease payments

 

8,812

Amounts representing interest

 

(311)

Present value of net future minimum lease payments

$

8,501

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NOTE 17.           CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY

The condensed balance sheets of Bar Harbor Bankshares as of December 31, 20212022 and 2020,2021, and the condensed statements of income and cash flows for the years ended December 31, 2022, 2021 2020 and 20192020 are presented below:

CONDENSED BALANCE SHEETS

December 31, 

December 31, 

(in thousands)

    

2021

    

2020

    

2022

    

2021

Assets

 

  

 

  

 

  

 

  

Cash

$

2,572

$

10,741

$

7,350

$

2,572

Investment in subsidiaries(1)

 

479,914

 

460,369

 

447,937

 

480,534

Premises and equipment

 

792

 

756

 

765

 

792

Other assets

 

7,078

 

1,934

 

3,130

 

6,458

Total assets

$

490,356

$

473,800

$

459,182

$

490,356

Liabilities and Shareholders’ Equity

 

  

 

  

 

  

 

  

Subordinated notes

$

60,124

$

59,961

$

60,289

$

60,124

Accrued expenses

 

6,085

 

6,774

 

5,443

 

6,085

Shareholders’ equity(1)

 

424,147

 

407,065

 

393,450

 

424,147

Total liabilities and shareholders’ equity(1)

$

490,356

$

473,800

$

459,182

$

490,356

(1)Prior period has been revised, see Note 1 Summary of Significant Accounting Policies – Revision of Previously Issued Financial Statements.

CONDENSED STATEMENTS OF INCOME

Years Ended December 31, 

Years Ended December 31, 

(in thousands)

    

2021

    

2020

    

2019

    

2022

    

2021

    

2020

Income:

Dividends from subsidiaries

$

15,557

$

8,024

$

21,734

$

20,682

$

15,557

$

8,024

Other income

 

740

 

742

 

337

 

976

 

740

 

742

Total income

 

16,297

 

8,766

 

22,071

 

21,658

 

16,297

 

8,766

Interest expense

 

2,632

 

2,750

 

2,188

 

2,981

 

2,632

 

2,750

Non-interest expense

 

5,455

 

4,465

 

3,208

 

5,183

 

5,455

 

4,465

Total expense

 

8,087

 

7,215

 

5,396

 

8,164

 

8,087

 

7,215

Income before taxes and equity in undistributed income of subsidiaries

 

8,210

 

1,552

 

16,675

 

13,493

 

8,210

 

1,552

Income tax benefit

 

(1,741)

 

(1,539)

 

(1,100)

 

(1,709)

 

(1,741)

 

(1,539)

Income before equity in undistributed income of subsidiaries

 

9,951

 

3,091

 

17,775

 

15,202

 

9,951

 

3,091

Equity in undistributed income of subsidiaries

 

29,348

 

30,153

 

4,845

 

28,355

 

29,348

 

30,153

Net income

$

39,299

$

33,244

$

22,620

$

43,557

$

39,299

$

33,244

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CONDENSED STATEMENTS OF CASH FLOWS

Years Ended December 31, 

(in thousands)

    

2021

    

2020

    

2019

Cash flows from operating activities:

Net income

$

39,299

$

33,244

$

22,620

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

  

 

  

 

  

Equity in undistributed income of subsidiaries

 

(29,348)

 

(30,153)

 

(4,845)

Other, net

 

(5,582)

 

3,840

 

(1,040)

Net cash provided by operating activities

 

4,369

 

6,931

 

16,735

Cash flows from investing activities:

 

  

 

  

 

  

Acquisitions, net of cash paid

 

 

 

Purchase of securities

 

 

 

Capital contribution to subsidiary

 

 

 

(8,000)

Net cash (used in) investing activities

 

 

 

(8,000)

Cash flows from financing activities:

 

  

 

  

 

  

Proceeds from issuance of subordinated debt

 

 

 

40,000

Repayment of subordinated debt

 

 

 

(17,000)

Net proceeds from common stock

 

1,534

 

2,192

 

883

Net proceeds from reissuance of treasury stock

 

 

(14,188)

 

(22)

Common stock cash dividends paid

 

(14,072)

 

(13,417)

 

(13,366)

Net cash (used in) provided by financing activities

 

(12,538)

 

(25,413)

 

10,495

Net change in cash and cash equivalents

 

(8,169)

 

(18,482)

 

19,230

Cash and cash equivalents at beginning of year

 

10,741

 

29,223

 

9,993

Cash and cash equivalents at end of year

$

2,572

$

10,741

$

29,223

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NOTE 18. QUARTERLY FINANCIAL DATA (UNAUDITED)

The Company has revised amounts reported in previously issued quarterly financial statements of 2021 and 2020 related to errors. The revised amounts relate to derivatives that were incorrectly presented as assets instead of liabilities and related equity effects net of tax and the related effects on comprehensive income and shareholders’ equity.

The following tables present the revisions to comprehensive income from our previously issued financial statements to reflect the correction of errors:

As

As

(in thousands)

    

Reported

    

Adjustment

    

Revised

Three Months Ended March 31, 2021

Other comprehensive income, before tax:

Changes in unrealized loss on hedging derivatives

$

(2,659)

$

5,052

$

2,393

Income taxes related to other comprehensive income:

Changes in unrealized loss on hedging derivatives

620

(1,176)

(556)

Total other comprehensive loss

(7,552)

3,876

(3,676)

Total comprehensive income

$

1,928

$

3,876

$

5,804

Three Months Ended June 30, 2021

Other comprehensive income, before tax:

Changes in unrealized gain on hedging derivatives

$

1,963

$

(1,842)

$

121

Income taxes related to other comprehensive income:

Changes in unrealized gain on hedging derivatives

(460)

430

(30)

Total other comprehensive income

4,230

(1,412)

2,818

Total comprehensive income

$

13,255

$

(1,412)

$

11,843

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As

As

(in thousands)

    

Reported

    

Adjustment

    

Revised

Three Months Ended March 31, 2020

Other comprehensive income, before tax:

Changes in unrealized (loss) on hedging derivatives

$

(2,382)

$

(6,540)

$

(8,922)

Income taxes related to other comprehensive income:

Changes in unrealized loss on hedging derivatives

650

1,535

2,185

Total other comprehensive income

2,279

(5,005)

(2,726)

Total comprehensive income

$

10,000

$

(5,005)

$

4,995

Three Months Ended June 30, 2020

Other comprehensive income, before tax:

Changes in unrealized gain (loss) on hedging derivatives

$

626

$

(692)

$

(66)

Income taxes related to other comprehensive income:

Changes in unrealized (gain) loss on hedging derivatives

(147)

162

15

Total other comprehensive income

2,331

(530)

1,801

Total comprehensive income

$

10,812

$

(530)

$

10,282

Three Months Ended September 30, 2020

Other comprehensive income, before tax:

Changes in unrealized gain on hedging derivatives

$

805

$

497

$

1,302

Income taxes related to other comprehensive income:

Changes in unrealized gain on hedging derivatives

(190)

(118)

(308)

Total other comprehensive income

884

379

1,263

Total comprehensive income

$

9,286

$

379

$

9,665

Three Months Ended December 31, 2020

Other comprehensive income, before tax:

Changes in unrealized gain on hedging derivatives

$

4,723

$

1,312

$

6,035

Income taxes related to other comprehensive income:

Changes in unrealized gain on hedging derivatives

(1,193)

(313)

(1,506)

Total other comprehensive income

1,611

999

2,610

Total comprehensive income

$

10,251

$

999

$

11,250

CONDENSED STATEMENTS OF CASH FLOWS

Years Ended December 31, 

(in thousands)

    

2022

    

2021

    

2020

Cash flows from operating activities:

Net income

$

43,557

$

39,299

$

33,244

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

  

 

  

 

  

Equity in undistributed income of subsidiaries

 

(28,355)

 

(29,348)

 

(30,153)

Other, net

 

3,187

 

(5,582)

 

3,840

Net cash provided by operating activities

 

18,389

 

4,369

 

6,931

Cash flows from investing activities:

 

  

 

  

 

  

Acquisitions, net of cash paid

 

 

 

Purchase of securities

 

 

 

Capital contribution to subsidiary

 

 

 

Net cash (used in) investing activities

 

 

 

Cash flows from financing activities:

 

  

 

  

 

  

Proceeds from issuance of subordinated debt

 

 

 

Repayment of subordinated debt

 

 

 

Net proceeds from common stock

 

1,723

 

1,534

 

2,192

Net proceeds from reissuance of treasury stock

 

 

 

(14,188)

Common stock cash dividends paid

 

(15,334)

 

(14,072)

 

(13,417)

Net cash used in financing activities

 

(13,611)

 

(12,538)

 

(25,413)

Net change in cash and cash equivalents

 

4,778

 

(8,169)

 

(18,482)

Cash and cash equivalents at beginning of year

 

2,572

 

10,741

 

29,223

Cash and cash equivalents at end of year

$

7,350

$

2,572

$

10,741

NOTE 19.18.           SUBSEQUENT EVENTS

There were no significant subsequent events between December 31, 20212022 and through the date the financial statements are available to be issued.

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this report.Annual Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are designed to ensure that the information required to be disclosed in the reports filed or submitted 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 and are operating in an effective manner.

Management Report on Internal Control over Financial Reporting: Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Based on its assessment, management believes that as of December 31, 2021,2022, the Company’s internal control over financial reporting is effective, based on the criteria set forth by COSO in Internal Control – Integrated Framework (2013).

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This audit report appears within Item 8 of this report.Annual Report.

Changes in Internal Control Over Financial Reporting: No change in the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the last fiscal year that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Bar Harbor Bankshares and Subsidiaries:

Opinion on the Internal Control Over Financial Reporting

We have audited Bar Harbor Bankshares and Subsidiaries'Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021,2022, based on criteria established in Internal Control — Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2022, based on criteria established in Internal Control — Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Bar Harbor Bankshares and Subsidiaries (the Company)the Company as of December 31, 20212022 and 2020,2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2021,2022, and the related notes to the consolidated financial statements of the Company and our report dated March 14, 20222023 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying “Management Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Boston, Massachusetts

March 14, 20222023

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required in response to this Item 10 is incorporated herein by reference to the Company’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Shareholders (the “2023 Proxy Statement”) to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information requiredcalled for by this item is set forth in response to this Item 11our 2023 Proxy Statement, and is incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K..

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDERSTOCKHOLDER MATTERS

The information requiredcalled for by this item is set forth in response to this Item 12our 2023 Proxy Statement, and is incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information requiredcalled for by this item is set forth in response to this Item 13our 2023 Proxy Statement, and is incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information requiredcalled for by this item is set forth in response to this Item 14our 2023 Proxy Statement, and is incorporated herein by reference to the Company’s Definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.All Financial Statements

The consolidated financial statements of the Company and report of the Company’s independent registered public accounting firm incorporated herein are included in Item 8 of this reportAnnual Report as follows:

Item

    

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)

4749

Consolidated Balance Sheets

4951

Consolidated Statements of Income

5153

Consolidated Statements of Comprehensive Income

5254

Consolidated Statements of Changes in Shareholders’ Equity

5355

Consolidated Statements of Cash Flows

5456

Notes to Consolidated Financial Statements

5658

125

Table of Contents

2.Financial Statement Schedules. Schedules have been omitted because they are not applicable or are not required under the instructions contained in Regulation S-X or because the information required to be set forth therein is included in the consolidated financial statements or notes thereto.

120

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EXHIBIT INDEX

Exhibit No.

    

Description

3.1

Articles of Incorporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report to Form 10-Q filed on November 5, 2015)

3.2

Amended and Restated Bylaws as amended to dateof Bar Harbor Bankshares (incorporated herein by reference to Exhibit 3.23.1 to the Current Report on Form 8-K filed on November 29, 2011)May 18, 2020)

4.1

Certificate of Designations, Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 21, 2009)

4.2

Form of Specimen Stock Certificate for Series A Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 21, 2009)

4.3

Debt Securities Purchase Agreement (incorporated herein by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on March 16, 2009)

4.4

Form of Subordinated Debt Security of Bar Harbor Bank & Trust (incorporated herein by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed on March 16, 2009)

4.5

Description of Company Common Stock (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on August 7, 2015)

4.6*

Indenture, dated as of November 26, 2019, by and between Bar Harbor Bankshares and U.S. Bank, National Association. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 26, 2019)

4.7

Form of 4.625% Fixed-to-floating Subordinated Note due 2029 of Bar Harbor Bankshares (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 26, 2019)

10.1†

Bar Harbor Bankshares Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 21, 2018)

10.2†

Bar Harbor Bankshares Executive Change in Control Severance Plan Participation Agreement (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 21, 2018)

10.3†

Employment Agreement, dated as of February 22, 2018, between Bar Harbor Bankshares, Bar Harbor Bank & Trust and Curtis C. Simard (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 22, 2018)

10.4†

Employment Agreement, dated as of September 14, 2020, between Bar Harbor Bankshares, Bar Harbor Bank & Trust and Josephine Iannelli (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 28, 2016)

10.5†

2019 through 2021 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 17, 2018)

10.6†

10.7†

2020 through 2022 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on March 14, 2022)

10.7†

2021 through 2023 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on March 14, 2022)

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10.8†**

Bar Harbor Bankshares and Subsidiaries Equity2022 through 2024 Long Term Executive Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10 to the Current Report on Form 8-K filed on May 22, 2015).Program Guidelines

10.9†**

2023 through 2025 Long Term Executive Incentive Program Guidelines

10.10†

Form of Incentive Stock Option Agreement under Equity Incentive Plan of 2015.Form of Restricted Stock Agreement (Directors) under Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed on August 18, 2015)

10.10†10.11†

Form of Restricted Stock Agreement (Directors) under Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form S-8 filed on August 18, 2015)

10.11†10.12†

Form of Restricted Stock and Performance-Based Restricted Stock Unit Agreement under Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed on August 18, 2015)

10.12†10.13†

Bar Harbor Bankshares 2019 Equity Plan (incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2019)

10.13†10.14†**

Form of Subordinated Note PurchaseRestricted Stock and Performance-Based Restricted Stock Unit Agreement dated as of November 26, 2019, by and amongunder Bar Harbor Bankshares and the several purchasers of 4.625% Fixed-to-Floating Subordinated Notes due 2029 (incorporated by reference to Exhibit 10.1 to the Current Report on From 8-K Filed November 26, 2019)2019 Equity Plan

10.14

10.15*

10.1610.15†

Somesville Bank Branch Lease dated October 27, 2005 (incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K filed on March 16, 2006)

Form of Subordinated Note Purchase Agreement, dated as of November 26, 2019, by and among Bar Harbor Bankshares and the several purchasers of 4.625% Fixed-to-Floating Subordinated Notes due 2029 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 26, 2019)

Form of Registration Rights Agreement, dated as of November 26, 2019, by and among Bar Harbor Bankshares and the Purchasers (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 26, 2019)

10.17*10.16

Purchase and Assumption Agreement,Somesville Bank Branch Lease dated July 8, 2019, by and between People’s United Bank, National Association, and Bar Harbor Bank & TrustOctober 27, 2005 (incorporated herein by reference to Exhibit 10.110 to the CurrentAnnual Report on Form 8-K10-K filed on July 8, 2019)March 16, 2006)

4

Exhibit No.

    

Description

21.121.1**

Subsidiaries of the Registrant

23.123.1**

Consent of Independent Registered Public Accounting Firm, RSM US LLP

31.131.1**

Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a)

31.231.2**

Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a)

32.132.1***

Certification of Chief Executive Officer under 18 U.S.C. Sec. 1350.

32.232.2***

Certification of Chief Financial Officer under 18 U.S.C. Sec. 1350.

127

Table of Contents

101101**

The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 is formatted in inline XBRL: (i) Consolidated Condensed Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity,(iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Condensed Financial Statements

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)

*Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission, provided that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.

†Indicates management contract or compensatory plan.

*

Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The    registrant will furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Indicates management contract or compensatory plan.

**

Filed herewith.

***

Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

   Curtis C. Simard

Date: March 14, 20222023

/s/ Curtis C. Simard

Name:   Curtis C. Simard

Title:     President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 14, 2023 by the following persons have signed this reporton behalf of the Registrant and in the capacities indicated on behalf of the Registrant..

/s/ David B. Woodside

    

/s/ Curtis C. Simard

David B. Woodside, Chairman, Board of Directors

Curtis C. Simard, Director

President & Chief Executive Officer

(Principal Executive Officer)

/s/ Daina H. Belair

/s/ Josephine Iannelli

Daina H. Belair, Director

Josephine Iannelli

Executive Vice President and Chief Financial Officer

(Principal Financial and Principal Accounting Officer)

/s/ Matthew L. Caras

/s/ Brendan O’Halloran

Matthew Caras, Director

Brendan O’Halloran, Director

/s/ David M. Colter

/s/ Kenneth E. Smith

David M. Colter, Director

Kenneth E. Smith, Director

/s/ Steven H. Dimick

/s/ Stephen R. TherouxDebra B. Miller

Steven H. Dimick, Director

Stephen R. Theroux,Debra B. Miller, Director

/s/ Martha Tod Dudman

/s/ Scott G. Toothaker

Martha Tod Dudman, Director

Scott G. Toothaker, Director

/s/ Lauri E. Fernald

Lauri E. Fernald, Director

129123