SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Large Accelerated Filer o◻ Accelerated Filer ý⌧ Non-Accelerated Filer o Smaller Reporting Company o☐ Emerging growth company o

BAR HARBOR BANKSHARES AND SUBSIDIARIES

Bar Harbor Bankshares 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 report to “the Company” "our company, "our," "us," and similar terms refer to Bar Harbor Bankshares and its subsidiaries, including the Bank, collectively.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-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. When used in this Form 10-Q the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions are intended to identify forward-looking statements, but these terms are not the exclusive means of identifying forward-looking statements. These forward-looking statements are subject to significant 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 risks and uncertainties disclosed from time to time in documents that we file with the Securities and Exchange Commission, including but not limited to those discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Because of these and other uncertainties, our actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations do not necessarily indicate future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. We are 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. We qualify all of our forward-looking statements by these cautionary statements.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in thousands, except share data)	June 30, 2022		December 31, 2021
Assets
Cash and cash equivalents:
Cash and due from banks	$	40,834	$	33,508
Interest-earning deposits with other banks		26,282		216,881
Total cash and cash equivalents		67,116		250,389

Securities:
Securities available for sale		586,142		618,276
Federal Home Loan Bank stock		6,572		7,384
Total securities		592,714		625,660

Loans held for sale		3,539		5,523

Total loans		2,727,274		2,531,910
Less: Allowance for credit losses		(23,756)		(22,718)
Net loans		2,703,518		2,509,192

Premises and equipment, net		48,350		49,382
Goodwill		119,477		119,477
Other intangible assets		6,267		6,733
Cash surrender value of bank-owned life insurance		80,262		79,020
Deferred tax assets, net		18,405		5,547
Other assets		76,109		58,310
Total assets	$	3,715,757	$	3,709,233

Liabilities
Deposits:
Demand	$	670,268	$	664,420
NOW		883,239		940,631
Savings		663,676		628,670
Money market		499,456		389,291
Time		361,906		425,532
Total deposits		3,078,545		3,048,544

Borrowings:
Senior		117,347		118,400
Subordinated		60,206		60,124
Total borrowings		177,553		178,524

Other liabilities		66,062		58,018
Total liabilities		3,322,160		3,285,086

(continued)

(In thousands, except share data) September 30,
2017 December 31,
2016
Assets

Cash and due from banks $ 31,223
$ 8,219
Interest-bearing deposit with the Federal Reserve Bank 17,501
220
Total cash and cash equivalents 48,724
8,439
Securities available for sale, at fair value 718,459
528,856
Federal Home Loan Bank stock 37,107
25,331
Total securities 755,566
554,187
Commercial real estate 793,572
418,119
Commercial and industrial 357,072
151,240
Residential real estate 1,152,628
506,612
Consumer 125,590
53,093
Total loans 2,428,862
1,129,064
Less: Allowance for loan losses (11,950 ) (10,419 )
Net loans 2,416,912
1,118,645
Premises and equipment, net 48,309
23,419
Other real estate owned 122
90
Goodwill 100,255
4,935
Other intangible assets 8,811
377
Cash surrender value of bank-owned life insurance 57,613
24,450
Deferred tax assets, net 13,052
5,990
Other assets 26,368
14,817
Total assets $ 3,475,732
$ 1,755,349

Liabilities

Demand and other non-interest bearing deposits $ 357,398
$ 98,856
NOW deposits 442,085
175,150
Savings deposits 373,118
77,623
Money market deposits 300,398
282,234
Time deposits 802,110
416,437
Total deposits 2,275,109
1,050,300
Senior borrowings 775,582
531,596
Subordinated borrowings 43,048
5,000
Total borrowings 818,630
536,596
Other liabilities 28,534
11,713
Total liabilities 3,122,273
1,598,609
Shareholders’ equity

Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,387 and 10,182,611 shares at September 30, 2017 and December 31, 2016, respectively 32,858
13,577
Additional paid-in capital 186,220
23,027
Retained earnings 141,251
130,489
Accumulated other comprehensive loss (1,435 ) (4,326 )
Less: cost of 996,531 and 1,067,016 shares of treasury stock at September 30, 2017 and December 31, 2016, respectively (5,435 ) (6,027 )
Total shareholders’ equity 353,459
156,740
Total liabilities and shareholders’ equity $ 3,475,732
$ 1,755,349

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (continued)


(in thousands, except share data)	June 30, 2022		December 31, 2021
Shareholders’ equity
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 shares at June 30, 2022 and December 31, 2021		32,857		32,857
Additional paid-in capital		191,346		190,876
Retained earnings		227,698		215,592
Accumulated other comprehensive (loss) income		(40,971)		2,303
Less: 1,402,291 and 1,427,059 shares of treasury stock at June 30, 2022 and December 31, 2021, respectively		(17,333)		(17,481)
Total shareholders’ equity		393,597		424,147
Total liabilities and shareholders’ equity	$	3,715,757	$	3,709,233

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

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2017 2016 2017 2016
Interest and dividend income

Loans $ 24,661
$ 10,295
$ 70,081
$ 30,627
Securities and other 5,402
3,828
15,832
12,014
Total interest and dividend income 30,063
14,123
85,913
42,641
Interest expense

Deposits 3,177
1,755
7,926
4,931
Borrowings 3,408
1,369
9,327
3,993
Total interest expense 6,585
3,124
17,253
8,924
Net interest income 23,478
10,999
68,660
33,717
Provision for loan losses 660
139
2,191
754
Net interest income after provision for loan losses 22,818
10,860
66,469
32,963
Non-interest income

Trust and investment management fee income 3,040
975
9,228
2,878
Insurance and brokerage service income 329
—
1,020
—
Customer service fees 2,638
706
5,990
1,999
Gain on sales of securities, net 19
1,354
19
4,489
Bank-owned life insurance income 380
197
1,165
540
Other income 554
140
2,043
408
Total non-interest income 6,960
3,372
19,465
10,314
Non-interest expense

Salaries and employee benefits 9,617
4,832
30,065
14,648
Occupancy and equipment 2,894
1,156
8,573
3,466
Loss on premises and equipment, net (1 ) 216
94
216
Outside services 907
181
2,220
430
Professional services 428
250
1,357
1,084
Communication 382
128
1,040
492
Amortization of intangible assets 189
1
534
25
Acquisition expenses 346
320
5,917
812
Other expenses 2,824
1,666
8,663
4,305
Total non-interest expense 17,586
8,750
58,463
25,478

Income before income taxes 12,192
5,482
27,471
17,799
Income tax expense 3,575
1,850
8,085
5,450
Net income $ 8,617
$ 3,632
$ 19,386
$ 12,349

Earnings per share:

Basic $ 0.56
$ 0.40
$ 1.27
$ 1.37
Diluted $ 0.56
$ 0.40
$ 1.27
$ 1.35

Weighted average common shares outstanding:
Basic 15,420
9,064
15,098
9,037
Diluted 15,511
9,162
15,204
9,138

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except earnings per share data)	2022		2021		2022		2021
Interest and dividend income
Loans	$	24,581	$	23,191	$	47,252	$	47,396
Securities and other		4,207		3,992		8,033		7,971
Total interest and dividend income		28,788		27,183		55,285		55,367
Interest expense
Deposits		1,195		2,603		2,384		5,554
Borrowings		1,074		1,826		2,084		3,637
Total interest expense		2,269		4,429		4,468		9,191
Net interest income		26,519		22,754		50,817		46,176
Provision for credit losses		534		(765)		911		(1,254)
Net interest income after provision for credit losses		25,985		23,519		49,906		47,430

Non-interest income
Trust and investment management fee income		3,829		3,801		7,583		7,467
Customer service fees		3,656		3,257		7,272		6,227
Gain on sales of securities, net		—		50		9		50
Mortgage banking income		488		1,553		1,112		4,123
Bank-owned life insurance income		504		498		1,005		1,016
Customer derivative income		137		86		155		496
Other income		347		260		1,134		374
Total non-interest income		8,961		9,505		18,270		19,753

Non-interest expense
Salaries and employee benefits		11,368		11,356		23,515		23,532
Occupancy and equipment		4,373		3,894		8,796		8,222
Loss (gain) on sales of premises and equipment, net		10		1		(65)		9
Outside services		410		533		750		965
Professional services		528		151		701		709
Communication		188		198		413		519
Marketing		369		534		632		824
Amortization of intangible assets		233		233		466		474
Acquisition, conversion and other expenses		—		552		325		1,441
Other expenses		4,221		4,272		8,053		7,520
Total non-interest expense		21,700		21,724		43,586		44,215

Income before income taxes		13,246		11,300		24,590		22,968
Income tax expense		2,743		2,275		4,975		4,463
Net income	$	10,503	$	9,025	$	19,615	$	18,505

Earnings per share:
Basic	$	0.70	$	0.60	$	1.31	$	1.24
Diluted	$	0.70	$	0.60	$	1.30	$	1.23

Weighted average common shares outstanding:
Basic		15,018		14,965		15,014		14,950
Diluted		15,077		15,042		15,094		15,026

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

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2017 2016 2017 2016
Net income $ 8,617
$ 3,632
$ 19,386
$ 12,349
Other comprehensive income (loss), before tax:

Changes in unrealized loss on securities available-for-sale 512
(5,577 ) 5,119
3,041
Changes in unrealized loss on derivative hedges (84 ) (92 ) (805 ) (1,309 )
Changes in unrealized loss on pension 5
8
45
86
Income taxes related to other comprehensive income (loss):

Changes in unrealized loss on securities available-for-sale (192 ) 1,952
(1,839 ) (1,064 )
Changes in unrealized loss on derivative hedges 31
32
373
458
Changes in unrealized loss on pension (2 ) (3 ) (2 ) (30 )
Total other comprehensive income 270
(3,680 ) 2,891
1,182
Total comprehensive income $ 8,887
$ (48 ) $ 22,277
$ 13,531

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Net income	$	10,503	$	9,025	$	19,615	$	18,505
Other comprehensive (loss) income, before tax:
Changes in unrealized (loss) gain on securities available for sale		(23,409)		3,557		(52,253)		(3,628)
Changes in unrealized (loss) gain on hedging derivatives		(1,997)		120		(3,878)		2,514

Income taxes related to other comprehensive income:
Changes in unrealized loss (gain) on securities available for sale		5,330		(830)		11,964		842
Changes in unrealized loss (gain) on hedging derivatives		460		(28)		893		(586)
Total other comprehensive (loss) income		(19,616)		2,819		(43,274)		(858)
Total comprehensive (loss) income	$	(9,113)	$	11,844	$	(23,659)	$	17,647

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

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands) Common stock amount Additional paid-in capital Retained earnings Accumulated other comprehensive income Treasury stock Total
Balance at December 31, 2015 $ 13,577
$ 21,624
$ 122,260
$ 3,629
$ (6,938 ) $ 154,152

Comprehensive income:
Net income —
—
12,349
—
—
12,349
Other comprehensive loss —
—
—
1,182
—
1,182
Total comprehensive income —
—
12,349
1,182
—
13,531
Cash dividends declared ($0.54 per share) —
—
(4,880 ) —
—
(4,880 )
Treasury stock purchased (23,072) —
—
—
—
(497 ) (497 )
Net issuance (91,466) to employee stock plans, including related tax effects —
35
(127 ) —
1,140
1,048
Recognition of stock based compensation —
982
—
—
982
Balance at September 30, 2016 $ 13,577
$ 22,641
$ 129,602
$ 4,811
$ (6,295 ) $ 164,336

Balance at December 31, 2016 $ 13,577
$ 23,027
$ 130,489
$ (4,326 ) $ (6,027 ) $ 156,740

Comprehensive income:
Net income —
—
19,386
—
—
19,386
Other comprehensive loss —
—
—
2,891
—
2,891
Total comprehensive income —
—
19,386
2,891
—
22,277
Cash dividends declared ($0.56 per share) —
—
(8,624 ) —
—
(8,624 )
Acquisition of Lake Sunapee Bank Group 8,328
173,591
—
—
—
181,919
Treasury stock purchased (9,603 shares) —
—
—
—
(282 ) (282 )
Net issuance (80,448 shares) to employee stock plans, including related tax effects —
(265 ) —
—
874
609
Three-for-two stock split 10,953
(10,968 ) —
—
—
(15 )
Recognition of stock based compensation —
835
—
—
—
835
Balance at September 30, 2017 $ 32,858
$ 186,220
$ 141,251
$ (1,435 ) $ (5,435 ) $ 353,459

(UNAUDITED)


							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, 2020	$	32,857	$	190,084	$	195,607	$	6,740	$	(18,223)	$	407,065
Allowance for credit losses cumulative-effect adjustment - ASU 2016-13		—		—		(5,242)		—		—		(5,242)
Net income		—		—		9,480		—		—		9,480
Other comprehensive loss		—		—		—		(3,677)		—		(3,677)
Cash dividends declared ($0.22 per share)		—		—		(3,284)		—		—		(3,284)
Net issuance (34,049 shares) to employee stock plans, including related tax effects		—		(186)		—		—		358		172
Recognition of stock based compensation		—		666		—		—		—		666
Balance at March 31, 2021	$	32,857	$	190,564	$	196,561	$	3,063	$	(17,865)	$	405,180

Net income		—		—		9,025		—		—		9,025
Other comprehensive income		—		—		—		2,819		—		2,819
Cash dividends declared ($0.24 per share)		—		—		(3,592)		—		—		(3,592)
Net issuance (22,241 shares) to employee stock plans, including related tax effects		—		(94)		—		—		91		(3)
Recognition of stock based compensation		—		331		—		—		—		331
Balance at June 30, 2021	$	32,857	$	190,801	$	201,994	$	5,882	$	(17,774)	$	413,760

Balance at December 31, 2021	$	32,857	$	190,876	$	215,592	$	2,303	$	(17,481)	$	424,147
Net income		—		—		9,112		—		—		9,112
Other comprehensive loss		—		—		—		(23,658)		—		(23,658)
Cash dividends declared ($0.24 per share)		—		—		(3,603)		—		—		(3,603)
Net issuance (11,277 shares) to employee stock plans, including related tax effects		—		436		—		—		111		547
Recognition of stock based compensation		—		454		—		—		—		454
Balance at March 31, 2022	$	32,857	$	191,766	$	221,101	$	(21,355)	$	(17,370)	$	406,999

Net income		—		—		10,503		—		—		10,503
Other comprehensive loss		—		—		—		(19,616)		—		(19,616)
Cash dividends declared ($0.26 per share)		—		—		(3,906)		—		—		(3,906)
Net issuance (13,491 shares) to employee stock plans, including related tax effects		—		(60)		—		—		37		(23)
Recognition of stock based compensation		—		(360)		—		—		—		(360)
Balance at June 30, 2022	$	32,857	$	191,346	$	227,698	$	(40,971)	$	(17,333)	$	393,597

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

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Six Months Ended June 30,
(in thousands)	2022		2021
Cash flows from operating activities:
Net income	$	19,615	$	18,505
Adjustments to reconcile net income to net cash provided by operating activities:
Originations of loans held for sale		(30,641)		(65,963)
Proceeds from loan sales		32,323		68,776
Loss (gain) on sale of loans		268		(2,939)
Provision for credit losses		911		(1,254)
Net amortization of securities		1,532		1,219
Change in unamortized net loan costs and premiums		(1,556)		(2,200)
Premises and equipment depreciation		2,132		2,341
Stock-based compensation expense		94		997
Accretion of purchase accounting entries, net		—		(45)
Amortization of other intangibles		466		472
Income from cash surrender value of bank-owned life insurance policies		(1,005)		(1,016)
Gain on sales of securities, net		(9)		(50)
Amortization of right-of-use lease assets		593		565
Decrease in lease liabilities		(563)		(520)
(Gain) loss on premises and equipment, net		(65)		9
Net change in other assets and liabilities		(4,549)		(5,975)
Net cash provided by operating activities		19,546		12,922

Cash flows from investing activities:
Proceeds from sales of securities available for sale		11,726		4,050
Proceeds from maturities, calls and prepayments of securities available for sale		35,844		69,900
Purchases of securities available for sale		(77,408)		(115,928)
Net change in loans		(193,953)		65,116
Recoveries of previously charged off loans		272		214
Purchase of FHLB stock		(461)		(790)
Proceeds from sale of FHLB stock		1,273		681
Purchase of premises and equipment, net		(1,138)		(1,008)
Net investment in community limited partnerships		(932)		(917)
Net cash (used in) provided by investing activities		(224,777)		21,318

Cash flows from financing activities:
Net change in deposits		30,001		(83,742)
Net change in short-term senior borrowings		21,000		14,324
Repayments of long-term senior borrowings		(21,010)		(14)
Net change in short-term other borrowings		(1,048)		(10,390)
Net issuance to employee stock plans		524		169
Cash dividends paid on common stock		(7,509)		(6,876)
Net cash provided by (used in) financing activities		21,958		(86,529)

Net change in cash and cash equivalents		(183,273)		(52,289)
Cash and cash equivalents at beginning of year		250,389		226,007
Cash and cash equivalents at end of period	$	67,116	$	173,718

Supplemental cash flow information:
Interest paid	$	2,128	$	10,019
Income taxes paid, net		4,418		5,622

Nine Months Ended September 30,
(In thousands) 2017 2016
Cash flows from operating activities:

Net income $ 19,386
$ 12,349
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 2,191
754
Net amortization of securities 4,006
2,293
Deferred tax benefit (237 ) —
Change in unamortized net loan costs and premiums (368 ) —
Premises and equipment depreciation and amortization expense 2,745
1,159
Stock-based compensation expense 835
982
Accretion of purchase accounting entries, net (2,482 ) —
Amortization of other intangibles 542
69
Income from cash surrender value of bank-owned life insurance policies (1,165 ) (540 )
Gain on sales of securities, net (19 ) (4,489 )
Loss on premises and equipment, net 95
—
Net change in other (2,387 ) (695 )
Net cash provided by operating activities 23,142
11,882

Cash flows from investing activities:

Proceeds from sales of securities available for sale 1,581
66,431
Proceeds from maturities, calls and prepayments of securities available for sale 92,817
78,190
Purchases of securities available for sale (138,785 ) (171,702 )
Net change in loans (71,669 ) (2,842 )
Purchase of loans (18,621 ) (95,421 )
Purchase of Federal Home Loan Bank stock (327 ) (2,233 )
Purchase of premises and equipment, net (3,011 ) (3,567 )
Acquisitions, net of cash (paid) acquired 39,537
—
Proceeds from sale of other real estate 322
—
Net cash used in investing activities (98,156 ) (131,144 )

Cash flows from financing activities:

Net decrease in deposits 74,725
90,738
Net change in short-term advances from the Federal Home Loan Bank 110,801
31,250
Net change in long term advances from the Federal Home Loan Bank (62,531 ) 8,238
Net change in securities sold repurchase agreements 672
(1,784 )
Exercise of stock options 451
1,048
Purchase of treasury stock (196 ) (497 )
Common stock cash dividends paid (8,623 ) (4,880 )
Net cash provided by financing activities 115,299
124,113

Net change in cash and cash equivalents 40,285
4,851
Cash and cash equivalents at beginning of year 8,439
9,720
Cash and cash equivalents at end of year $ 48,724
$ 14,571
Supplemental cash flow information:

Interest paid $ 16,184
$ 8,858
Income taxes paid, net 6,764
5,342

Acquisition of non-cash assets and liabilities:
Assets acquired 1,454,076
—
Liabilities assumed 1,406,672
—

Other non-cash changes:
Real estate owned acquired in settlement of loans 32
—

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

BAR HARBOR BANKSHARES AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The consolidated financial statements (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries ~~(the “Company”~~(“we”, “our” or ~~“Bar Harbor”~~“us”) 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 state of Maine, and as such is subject to the jurisdiction of the Superintendent of the Maine Bureau of Financial Institutions. These financial statements include our accounts, the accounts of ~~the Company, its wholly-owned~~our wholly owned subsidiary Bar Harbor Bank & Trust (the ~~"Bank"~~“Bank”) and the Bank’s consolidated subsidiaries. ~~In consolidation, all significant intercompany accounts and transactions are eliminated.~~ The results of operations of companies or assets acquired are included only from the dates of acquisition. All material ~~wholly-owned~~wholly owned and ~~majority-owned~~majority owned subsidiaries are consolidated unless ~~U.S.~~ GAAP requires otherwise.

In addition, these interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and accordingly, certain information and footnote disclosures normally included in financial statements prepared according to ~~U.S.~~ GAAP have been omitted.

The results for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements should be read in conjunction with the audited financial statements and note disclosures ~~for~~in the ~~Company's~~ Annual Report on Form 10-K for the year ended December 31, ~~2016~~2021 previously filed with the Securities and Exchange ~~Commission.~~Commission (the "SEC"). In management's opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented.

~~As a result of the Lake Sunapee Group acquisition, the Company has the following new significant and critical accounting policy regarding acquired loans:~~

~~Acquired Loans:~~ Loans that the Company acquired in business combinations are initially recorded at fair value with no carryover of the related allowance for credit losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows initially expected to be collected on the loans and discounting those cash flows at an appropriate market rate of interest. Going forward, the Company will continue to evaluate reasonableness of expectations for the timing and the amount of cash to be collected. Subsequent decreases or increases in expected cash flows may result in changes

Reclassifications: Whenever necessary, amounts in the amortization or accretion of fair market value adjustments, and in some cases may result in the loan being considered impaired. For collateral dependent loans with deteriorated credit quality, the Company estimates the fair value of the underlying collateral of the loans. These valuesprior years’ financial statements are ~~discounted using market derived rates of return, with consideration given~~reclassified to ~~the period of time and costs associated with the foreclosure and disposition of the collateral.~~

~~Recently Adopted Accounting Principles~~

~~In March 2016, the FASB issued ASU No. 2016-09, “Improvements~~conform to Employee Share-Based Payment Accounting.” This ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated.current presentation. The guidance also eliminates the requirement that excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance will also require an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows (current guidance did not specify how these cash flows should be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required

currently, or recognized when they occur. ASU No. 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. The Company adopted ASU No. 2016-09 on January 1, 2017 and elected to recognize forfeitures as they occur. As allowed by the ASU, the Company’s adoption was prospective, therefore, prior periods have not been adjusted. The adoption of ASU No. 2016-09 could result in increased volatility to reported income tax expense related to excess tax benefits and tax deficiencies for employee share-based transactions, however, the actual amounts recognized in income tax expense will be dependent on the amount of employee share-based transactions and the stock price at the time of vesting or exercise. In 2017, the adoption of ASU No. 2016-09 resulted in an insignificant decrease to the provision for income taxes primarily due to the tax benefit from the exercise of stock options and the vesting of restricted stock.

In March 2017, the FASB issued ASU No. 2017-08, “Premium Amortization on Purchased Callable Debt Securities.” This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company elected to adopt the provisions of ASU No. 2017-08 as of March 31, 2017, whichreclassifications had no impact on net income in the ~~Company’s Consolidated Financial Statements.~~

~~Future Application of~~consolidated income statement.

Recent Accounting Pronouncements

~~In May 2014, the FASB and the International Accounting Standards Board (the “IASB”) jointly issued~~

The following table provides a ~~comprehensive new revenue recognition standard~~brief description of recent accounting standards updates (ASU) that will supersede nearly all existing revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (“IFRS”). Current revenue recognition guidance in U.S. GAAP consists of broad revenue recognition concepts together with numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. In contrast, IFRS provided limited revenue recognition guidance and, consequently, could be difficult to apply to complex transactions. Accordingly, the FASB and the IASB initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (1) remove inconsistencies and weaknesses in revenue requirements; (2) provide a more robust framework for addressing revenue issues; (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (4) provide more useful information to users of financial statements through improved disclosure requirements; and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The common revenue standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies generally will be required to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard was initially effective for public entities for interim and annual reporting periods beginning after December 15, 2016; early adoption was not permitted. However, in August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers - Deferral of the Effective Date” which deferred the effective date by one year (i.e., interim and annual reporting periods beginning after December 15, 2017). For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Identifying Performance Obligations and Licensing,” ASU No. 2016-12, “Narrow-Scope Improvements and Practical Expedients,” and ASU No. 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” Since the guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other U.S. GAAP, the Company does not expect the new guidance to have a material impact ~~on revenue most~~

closely associated with financial instruments, including interest income. The Company is currently performing an overall assessment of revenue streams and reviewing contracts potentially affected by the ASU including trust and asset management fees, deposit related fees, interchange fees, and merchant income, to determine the potential impact the new guidance is expected to have on the Company’s Consolidated Financial Statements. In addition, the Company continues to follow certain implementation issues relevant to the banking industry which are still pending resolution. The Company plans to adopt ASU No. 2014-09 on January 1, 2018 utilizing the modified retrospective approach.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to U.S. GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is permitted as of the beginning of the fiscal year of adoption only for provisions (3) and (6) above. Early adoption of the other provisions mentioned above is not permitted. The Company has performed a preliminary evaluation of the provisions of ASU No. 2016-01. Based on this evaluation, the Company has determined that ASU No. 2016-01 is not expected to have a material impact on the Company’s Consolidated Financial Statements; however, the Company will continue to closely monitor developments and additional guidance.

In February 2016, the FASB issued ASU No. 2016-02, “Leases.” Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): (1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief; full retrospective application is prohibited. The Company has several lease agreements, such as branch locations, which are currently considered operating leases, and therefore, not recognized on the Company’s consolidated financial statements upon adoption:


Standard	Description	Required Date of Adoption	Effect on financial statements
Standards Not Yet Adopted
ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures	The amendments 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 an exisiting loan. The amendments enhance existing disclosure requirements and introduce 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 a material impact on our consolidated financial statements.

Table of ~~condition. The Company expects the new guidance will require these lease~~

agreements to now be recognized on the consolidated statements of condition as a right-of-use asset and a corresponding lease liability. Therefore, the Company’s preliminary evaluation indicates the provisions of ASU No. 2016-02 are expected to impact the Company’s consolidated statements of condition. However, the Company continues to evaluate the extent of potential impact the new guidance will have on the Company’s Consolidated Financial Statements.

In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This ASU significantly changes how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees. The CECL model does not apply to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. ASU No. 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted for interim and annual reporting periods beginning after December 15, 2018. Entities will apply 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’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact the Company’s Consolidated Financial Statements, in particular the level of the reserve for credit losses. However, the Company continues to evaluate the extent of the potential impact.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” Current U.S. GAAP is unclear or does not include specific guidance on how to classify certain transactions in the statement of cash flows. This ASU is intended to reduce diversity in practice in how eight particular transactions are classified in the statement of cash flows. ASU No. 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. Entities will be required to apply the guidance retrospectively. If it is impracticable to apply the guidance retrospectively for an issue, the amendments related to that issue would be applied prospectively. As this guidance only affects the classification within the statement of cash flows, ASU No. 2016-15 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019, applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company expects to early adopt upon the next goodwill impairment test in 2017. ASU No. 2017-04 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2017, the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost.” Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs (e.g., Salaries and Benefits) arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item (e.g., Other Noninterest Expense) that includes the service cost. ASU No. 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, however, the Company has decided

not to early adopt. Employers will apply the guidance on the presentation of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component will be applied prospectively. The Company expects to utilize the ASU’s practical expedient allowing entities to estimate amounts for comparative periods using the information previously disclosed in their pension and other post-retirement benefit plan footnote. ASU No. 2017-07 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In May 2017, the FASB issued ASU No. 2017-09, “Stock Compensation, Scope of Modification Accounting.” This ASU clarifies when changes to the terms of conditions of a share-based payment award must be accounted for as modifications. Companies will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. The new guidance should reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications, as the guidance will allow companies to make certain non-substantive changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU No. 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017; early adoption is permitted. ASU No. 2017-09 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In August 2017, the FASB issued ASU No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU’s objectives are to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities; and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. ASU No. 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. The Company’s interest rate cap agreements are derivative financial instruments that are designated as formal hedging relationships. The Company is currently evaluating this ASU to determine whether its provisions will enhance the Company’s ability to employ risk management strategies, while improving the transparency and understanding of those strategies for financial statement users.

Contents

~~NOTE 2.ACQUISITION~~

~~Lake Sunapee Bank Group~~

On January 13, 2017, the Company completed its acquisition of Lake Sunapee Bank Group (“Lake Sunapee”). Lake Sunapee, as a holding company, had one banking subsidiary (“Lake Sunapee Bank”) that had 33 full service branches located throughout New Hampshire and Vermont. As a result of the transaction, Lake Sunapee Bank Group merged into Bar Harbor Bankshares, and Lake Sunapee Bank merged into Bar Harbor Bank. This business combination expanded the Company's geographic footprint and increased market share in its New England based franchise. The goodwill recognized results from the expected synergies and earnings accretion from this combination, including future cost savings related to the operations of Lake Sunapee Bank Group.

On the acquisition date, Lake Sunapee had 8.38 million common shares outstanding, which were exchanged for 4.16 million of the Company's common shares based on a 0.4970 exchange ratio as defined in the merger agreement. The merger qualified as a reorganization for federal income tax purposes, and as a result, Lake Sunapee common shares exchanged for the Company's common shares were transferred on a tax-free basis. Bar Harbor Bankshares common stock issued in this exchange was valued at $43.69 per share based on the closing price posted on January 13, 2017 resulting in a consideration value of $181.92 million. The Company also paid $27 thousand to Lake Sunapee shareholders in lieu of the issuance of fractional shares. Total consideration paid at closing reflected the increase in Bar Harbor Bankshare's stock price since the time of the announcement.

The results of Lake Sunapee's operations are included in the Company's Consolidated Statement of Income from the date of acquisition. The assets and liabilities in the Lake Sunapee acquisition were recorded at their fair value based on management’s best estimate using information available as of the date of acquisition.

~~Consideration paid, and fair values of Lake Sunapee’s assets acquired and liabilities assumed, along with the resulting goodwill, are summarized in the following tables:~~

(in thousands) As Acquired Fair Value Adjustments As Recorded at Acquisition
Consideration paid:
Bar Harbor Bankshares common stock issued to Lake Sunapee Bank Group stockholders (4,163,853 shares) $ 181,919
Cash paid for fractional shares 27
Total consideration paid 181,946
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value:
Cash and short-term investments $ 40,970
$ (1,406 ) (a) $ 39,564
Investment securities 156,960
(1,381 ) (b) 155,579
Loans 1,217,927
(9,728 ) (c) 1,208,199
Premises and equipment 22,561
(351 ) (d) 22,210
Core deposit intangible —
7,786
(e) 7,786
Other assets 102,298
(50,419 ) (f) 51,879
Deposits (1,149,865 ) (746 ) (g) (1,150,611 )
Borrowings (232,261 ) (16 ) (h) (232,277 )
Deferred taxes, net (1,921 ) 10,217
(i) 8,296
Other liabilities (19,924 ) (4,087 ) (j) (24,011 )
Total identifiable net assets $ 136,745
$ (50,131 ) $ 86,614

Goodwill $ 95,332

~~Explanation of Certain Fair Value Adjustments~~


a.	~~Represents in-process payments that were made on the date of acquisition that were not recorded on Lake Sunapee's general ledger until after acquisition.~~


b.	~~Represents the write down of the book value of investments to their estimated fair value based on fair values on the date of acquisition.~~

Represents the write down of the book value of loans to their estimated fair value based on current interest rates and expected cash flows, which includes an estimate of expected loan loss inherent in the portfolio. The adjustments also includes the reversal of Lake Sunapee Bank's historic allowance for loan losses. Loans that met the criteria and are being accounted for in accordance with ASC 310-30, Loans and Securities Acquired with Deteriorated Credit Quality, had a book value of $23.34 million and have a fair value $18.45 million. Non-impaired loans accounted for under ASC 310-10, Overall, had a book value of $1.20 billion and have a fair value of $1.188 billion. ASC 310-30 loans have a $1.09 million fair value adjustment discount that is accretable in earnings over the weighted average life of three years using the effective yield as determined on the date of acquisition. The effective yield is periodically adjusted for changes in expected flows. ASC 310-10 loans have a $11.40 million fair value adjustment discount that is amortized into expense over the remaining term of the loans using the effective interest method, or a straight-line method if the loan is a revolving credit facility.


d.	Represents the adjustment of the book value of buildings and equipment, to their estimated fair value based on appraisals and other methods. The adjustments will be depreciated over the estimated economic lives of the assets.


e.	Represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized using a straight-line method over the average life of the deposit base, which is estimated to be twelve years.


f.	Primarily represents the write-off of historical goodwill and unamortized intangibles recorded by Lake Sunapee from prior acquisitions that are not carried over to the Company's balance sheet. These adjustments are not

~~accretable into earnings in the statement of income. Also represents the value of customer list intangibles which are accretable into earnings in the statement of income.~~


g.	Represents adjustments made to time deposits due to the weighted average contractual interest rates exceeding the cost of similar funding at the time of acquisition. The amount will be amortized using a straight-line method over the estimated useful life of one year.


h.	Represents the present value difference between cash flows of current debt instruments using contractual rates and those of similar borrowings on the date of acquisition. The adjustment will be amortized over the remaining four year weighted average contractual life.


i.	~~Represents net deferred tax assets resulting from the fair value adjustments related to the acquired assets and liabilities, identifiable intangibles, and other purchase accounting adjustments.~~


j.	~~Primarily represents the impact of change in control effects on post-retirement liabilities assumed by the Company, which are not accretable into earnings in the statement of income.~~

Except for collateral dependent loans with deteriorated credit quality, the fair values for loans acquired were estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. To estimate the fair value for collateral dependent loans with deteriorated credit quality, we analyzed the underlying collateral of the loans assuming the fair values of the loans were derived from the eventual sale of the collateral. Those values were discounted using market derived rates of return, with consideration given to the period of time and costs associated with the foreclosure and disposition of the collateral. There was no carryover of the seller’s allowance for credit losses associated with the loans that were acquired in the acquisition as the loans were initially recorded at fair value.

~~Information about the acquired loan portfolio subject to ASC 310-30 as of January 13, 2017 is, as follows (in thousands):~~

ASC 310-30 Loans
Gross contractual receivable amounts at acquisition $ 23,338
Contractual cash flows not expected to be collected (nonaccretable discount) (3,801 )
Expected cash flows at acquisition 19,537
Interest component of expected cash flows (accretable discount) (1,089 )
Fair value of acquired loans $ 18,448

Direct acquisition and integration costs were expensed as incurred, and totaled $5.9 million during the nine months ending September 30, 2017 and were $812 thousand for the same period of 2016. For the three months ending September 30, 2017 direct acquisition and integration costs totaled $346 thousand and were $320 thousand for the same period of 2016.

~~Pro Forma Information (unaudited)~~

The following table presents selected unaudited pro forma financial information reflecting the acquisition of Lake Sunapee Bank Group assuming the acquisition was completed as of January 1, 2016. The unaudited pro forma financial information includes adjustments for scheduled amortization and accretion of fair value adjustments recorded at the acquisition. These adjustments would have been different if they had been recorded on January 1, 2016, and they do not include the impact of prepayments. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial results of the Company and Lake Sunapee had the transaction actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full-year period. Pro forma basic and diluted earnings per common share were calculated using the Company's actual weighted-average shares outstanding for the periods presented plus 4.16 million shares issued as a result of the acquisition. The unaudited pro forma information is based on the actual financial statements of the Company and Lake Sunapee for the periods shown until the date of acquisition, at which time Lake Sunapee operations became included in the Company's financial statements. The Company has determined it is impractical to report the amounts of revenue and earnings of the acquired entity since the acquisition date. Due to the integration of its operations with those of the organization, the Company does not record revenue and earnings separately for these operations.

The unaudited pro forma information, for the nine months ended September 30, 2017 and 2016, set forth below reflects adjustments related to amortization and accretion of purchase accounting fair value adjustments and an estimated tax rate of 37.57%. Direct acquisition expenses incurred by the Company during 2017, as noted above, are reversed for the purposes of this unaudited pro forma information. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue-enhancing or anticipated cost-savings that could occur as a result of the acquisition.

~~Information in the following table is shown in thousands, except earnings per share:~~

Pro Forma (unaudited)
Nine Months Ended September 30,
2017 2016
Net interest income $ 69,846
$ 67,670
Non-interest income 20,883
25,808
Net income 26,133
21,371

Pro forma earnings per share:
Basic $ 1.69
$ 1.40
Diluted $ 1.68
$ 1.39

NOTE 3.2. SECURITIES AVAILABLE FOR SALE

The following is a summary of securities available for sale:

(In thousands) Amortized Cost
Gross
Unrealized
Gains

Gross
Unrealized
Losses
Fair Value
September 30, 2017

Securities available for sale

Debt securities:

Obligations of US Government sponsored enterprises $ 6,952
$ 27
$ —
$ 6,979
Mortgage-backed securities:

  US Government-sponsored enterprises 438,332
3,413
3,788
437,957
  US Government agency 102,044
695
601
102,138
  Private label 562
162
5
719
Obligations of states and political subdivisions thereof 140,475
2,818
1,311
141,982
Corporate bonds 28,245
441
2
28,684
Total securities available for sale $ 716,610
$ 7,556
$ 5,707
$ 718,459

December 31, 2016

Securities available for sale

Debt securities:

Obligations of US Government sponsored enterprises $ —
$ —
$ —
$ —
Mortgage-backed securities:
  US Government-sponsored enterprises 330,635
2,682
4,865
328,452
  US Government agency 76,722
797
613
76,906
  Private label 936
207
11
1,132
Obligations of states and political subdivisions thereof 123,832
1,941
3,407
122,366
Corporate bonds —
—
—
—
Total securities available for sale $ 532,125
$ 5,627
$ 8,896
$ 528,856


			Gross		Gross
			Unrealized		Unrealized
(in thousands)	Amortized Cost		Gains		Losses		Fair Value
June 30, 2022
Mortgage-backed securities:
US Government-sponsored enterprises	$	250,838	$	126	$	(23,602)	$	227,362
US Government agency		91,284		59		(6,371)		84,972
Private label		76,132		36		(4,257)		71,911
Obligations of states and political subdivisions thereof		128,407		5,752		(18,192)		115,967
Corporate bonds		89,154		589		(3,813)		85,930
Total securities available for sale	$	635,815	$	6,562	$	(56,235)	$	586,142


			Gross		Gross
			Unrealized		Unrealized
(in thousands)	Amortized Cost		Gains		Losses		Fair Value
December 31, 2021
Mortgage-backed securities:
US Government-sponsored enterprises	$	237,283	$	2,289	$	(3,455)	$	236,117
US Government agency		79,143		1,016		(522)		79,637
Private label		68,691		142		(138)		68,695
Obligations of states and political subdivisions thereof		140,585		1,489		(298)		141,776
Corporate bonds		89,994		2,479		(422)		92,051
Total securities available for sale	$	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 June 30, 2022 and December 31, 2021 we carried 0 allowance on available for sale debt securities in accordance with ASU 2016-13, Measurement of Credit Losses on Financial Instruments.

The amortized cost and estimated fair value of available for sale ~~(“AFS”)~~ securities segregated by contractual maturity at ~~September~~June 30, ~~2017~~2022 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	$	—	$	—
Over 1 year to 5 years		29,232		28,306
Over 5 years to 10 years		52,870		56,054
Over 10 years		135,459		117,537
Total bonds and obligations		217,561		201,897
Mortgage-backed securities		418,254		384,245
Total securities available for sale	$	635,815	$	586,142

Available for sale
Amortized Fair
(In thousands) Cost Value
Within 1 year $ 3,613
$ 3,627
Over 1 year to 5 years 18,499
18,735
Over 5 years to 10 years 73,997
75,366
Over 10 years 620,501
620,731
Total securities available for sale $ 716,610
$ 718,459

The following table presents the gains and losses from the sale of AFS securities for the periods presented:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Gross gains on sales of available for sale securities	$	—	$	50	$	9	$	50
Gross losses on sales of available for sale securities		—		—		—		—
Net gains on sale of available for sale securities	$	—	$	50	$	9	$	50

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
	Gross				Gross				Gross
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(in thousands)	Losses		Value		Losses		Value		Losses		Value
June 30, 2022
Mortgage-backed securities:
US Government-sponsored enterprises	$	15,205	$	165,870	$	8,397	$	50,520	$	23,602	$	216,390
US Government agency		5,160		67,111		1,211		9,803		6,371		76,914
Private label		2,517		39,815		1,740		31,542		4,257		71,357
Obligations of states and political subdivisions thereof		15,683		93,608		2,509		7,989		18,192		101,597
Corporate bonds		3,155		51,276		658		6,592		3,813		57,868
Total securities available for sale	$	41,720	$	417,680	$	14,515	$	106,446	$	56,235	$	524,126


	Less Than Twelve Months				Over Twelve Months				Total
	Gross				Gross				Gross
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(in thousands)	Losses		Value		Losses		Value		Losses		Value
December 31, 2021
Mortgage-backed securities:
US Government-sponsored enterprises	$	1,589	$	127,780	$	1,866	$	39,717	$	3,455	$	167,497
US Government agency		381		32,628		141		4,548		522		37,176
Private label		133		44,372		5		16		138		44,388
Obligations of states and political subdivisions thereof		187		36,878		111		6,129		298		43,007
Corporate bonds		94		21,358		328		11,922		422		33,280
Total securities available for sale	$	2,384	$	263,016	$	2,451	$	62,332	$	4,835	$	325,348

Less Than Twelve Months Over Twelve Months Total
(In thousands)
Gross
Unrealized
Losses

Fair
Value

Gross
Unrealized
Losses

Fair
Value
Gross
Unrealized
Losses Fair
Value
September 30, 2017

Securities available for sale

Debt securities:

Obligations of US Government sponsored enterprises $ —
$ —
$ —
$ —
$ —
$ —
Mortgage-backed securities:

  US Government-sponsored enterprises 1,559
150,524
2,229
64,882
3,788
215,406
  US Government agency 345
48,529
256
11,880
601
60,409
  Private label —
7
5
134
5
141
Obligations of states and political subdivisions thereof 89
8,838
1,222
31,570
1,311
40,408
Corporate bonds 2
3,038
—
—
2
3,038
Total securities available for sale $ 1,995
$ 210,936
$ 3,712
$ 108,466
$ 5,707
$ 319,402

December 31, 2016

Securities available for sale

Debt securities:
Obligations of US Government sponsored enterprises $ —
$ —
$ —
$ —
$ —
$ —
Mortgage-backed securities:
  US Government-sponsored enterprises 4,369
197,914
496
10,120
4,865
208,034
  US Government agency 472
36,941
141
4,263
613
41,204
  Private label —
107
11
312
11
419
Obligations of states and political subdivisions thereof 3,252
76,803
155
3,916
3,407
80,719
Corporate bonds —
—
—
—
—
—
Total securities available for sale $ 8,093
$ 311,765
$ 803
$ 18,611
$ 8,896
$ 330,376

~~Securities Impairment:~~ As a part of the Company’s ongoing security monitoring process, the Company identifies securities in an unrealized loss position that could potentially be other-than-temporarily impaired. For the three and nine months ended September 30, 2017 and 2016 the Company did not record any other-than-temporary impairment (“OTTI”) losses.

Three Months Ended September 30,
2017 2016
Estimated credit losses as of June 30, $ 1,697
$ 1,697
Reductions for securities paid off during the period —
—
Estimated credit losses at end of the period $ 1,697
$ 1,697

Nine Months Ended September 30,
2017 2016
Estimated credit losses as of prior year-end, $ 1,697
$ 3,180
Reductions for securities paid off during the period —
1,483
Estimated credit losses at end of the period $ 1,697
$ 1,697

~~Visa Class B Common Shares~~

The Company was a member of the Visa USA payment network and was issued Class B shares in connection with the Visa Reorganization and the Visa Inc. initial public offering in March 2008. The Visa Class B shares are transferable only under limited circumstances until they can be converted into shares of the publicly traded class of Visa stock. This conversion cannot happen until the settlement of certain litigation, which is indemnified by Visa members. Since its initial public offering, Visa has funded a litigation reserve based upon a change in the conversion ratio of Visa Class B shares into Visa Class A shares. At its discretion, Visa may continue to increase the conversion rate in connection with any settlements in excess of amounts then in escrow for that purpose and reduce the conversion rate to the extent that it adds any funds to the escrow in the future. Based on the existing transfer restriction and the uncertainty of the litigation, the Company has recorded its Visa Class B shares on its statements of condition at zero value for all reporting periods since 2008. At September 30, 2017, the Company owned 11,623 of Visa Class B shares with a then current conversion ratio to Visa Class A shares of 1.648 (or 19,158 Visa Class A shares). Upon termination of the existing transfer restriction and settlement of the litigation, and to the extent that the Company continues to own such Visa Class B shares in the future, the Company expects to record its Visa Class B shares at fair value.

~~For securities with unrealized losses, the following information was considered in determining that the impairments were not other-than-temporary:~~

~~The Company expects~~

We expect to recover ~~its~~the amortized cost basis on all ~~debt~~ securities in ~~its~~our AFS portfolio. Furthermore, ~~the Company does~~we do not intend to sell nor ~~does it~~do we anticipate that itwe will be required to sell any ~~of its~~ securities in an unrealized loss position as of ~~September~~June 30, ~~2017,~~2022, prior to this recovery. ~~The Company’s~~Our ability and intent to hold these securities until recovery is supported by ~~the Company’s~~our strong capital and liquidity positions as well as ~~its~~ historically low portfolio turnover.

The following summarizes, by investment security type, the ~~basis for the conclusion that the debt~~impact of securities in an unrealized loss position ~~within the Company’s AFS were not other-than-temporarily impaired~~for greater than 12 months at ~~September~~June 30, ~~2017:~~

2022:

US Government-sponsored enterprises

~~At September 30, 2017, 275~~

361 out of the total ~~789~~526 securities in ~~the Company’s~~our portfolios of AFS US ~~Government sponsored~~Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented ~~1.7%~~8.83% of the amortized cost of securities in unrealized loss ~~positions.The~~positions. The Federal National Mortgage Association ~~(“FNMA”)~~ and Federal Home Loan Mortgage Corporation ~~(“FHLMC”)~~ guarantee the contractual cash flows of all of ~~the Company’s~~our US

~~government-sponsored~~ Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. ~~All securities are performing.~~

US Government ~~agencies~~

~~At September 30, 2017, 62~~agency

109 out of the total ~~208~~160 securities in ~~the Company’s~~our portfolios of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented ~~1.0%~~7.65% 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’s~~our US ~~government~~Government agency securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. ~~All securities are performing.~~

~~At September 30, 2017, 8~~

Private label

31 of the total 2635 securities in ~~the Company’s~~our portfolio of AFS ~~private-label~~private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented ~~3.3%~~5.63% of the amortized cost of securities in unrealized loss positions. ~~Based upon the foregoing considerations, and the expectation that the Company will~~We expect to receive all of the future contractual cash flows related to the amortized cost on these ~~securities, the Company does not consider there to be any additional other-than-temporary impairment with respect to these~~ securities.

Obligations of states and political subdivisions thereof

~~At September 30, 2017, 79~~

51 of the total ~~262~~84 securities in ~~the Company’s~~our portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented ~~3.1%~~15.19% of the amortized cost of securities in unrealized loss positions. ~~The Company~~We continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, ~~the Company feels~~we feel the bonds in this portfolio carry minimal risk of default and ~~the Company is~~we are appropriately compensated for ~~that~~the risk. There were no material underlying credit downgrades during the quarter. ~~All securities are performing.~~

~~At September 30, 2017, one~~

18 out of 12the total 28 securities in ~~the Company’s~~our portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents ~~0.1%~~6.17% of the amortized cost of bonds in unrealized loss positions. ~~The Company reviews~~We review the financial strength of all of these bonds and has concluded that the amortized cost remains supported by the expected future cash flows of these securities. The most recent review includes all bond issuers and their current credit ratings, financial performance and capitalization.

Table of Contents

NOTE 4.3. LOANS

~~The Company’s~~ AND ALLOWANCE FOR CREDIT LOSSES

We evaluate risk characteristics of loans based on regulatory call report code with segmentation based on the underlying collateral for certain loan portfolio is comprised of the following segments: commercial real estate, commercial and industrial, residential real estate, and consumer loans. Commercial real estate loans includes single and multi-family, commercial construction and land, and other commercial real estate classes. Commercial and industrial loans includes loans to commercial businesses, agricultural and other loans to farmers, and tax exempt loans. Residential real estate loans consists of mortgages for 1 to 4 family housing. Consumer loans include home equity loans, indirect auto and other installment lending.

~~The Company’s lending activities are principally conducted in Maine, New Hampshire, and Vermont.~~

~~Total loans include business activity loans and acquired loans. Acquired loans are those loans acquired from Lake Sunapee Bank Group.~~types. The following is a summary of total ~~loans:~~

September 30, 2017 December 31, 2016
(In thousands)
Business
Activities Loans

Acquired
Loans
Total
Business
Activities Loans

Acquired
Loans
Total
Commercial Real Estate:

Construction and land development $ 33,692
$ 15,593
$ 49,285
$ 14,695
$ —
$ 14,695
Other commercial real estate 455,847
288,440
744,287
403,424
—
403,424
Total Commercial Real Estate: 489,539
304,033
793,572
418,119
—
418,119

Commercial and Industrial:

Other Commercial 172,186
68,090
240,276
103,586
—
103,586
Agricultural and other loans to farmers 30,483
—
30,483
31,808
—
31,808
Tax exempt 40,776
45,537
86,313
15,846
—
15,846
Total Commercial and Industrial: 243,445
113,627
357,072
151,240
—
151,240

Total Commercial Loans: 732,984
417,660
1,150,644
569,359
—
569,359

Residential Real Estate:

Residential mortgages 568,277
584,351
1,152,628
506,612
—
506,612
Total Residential Real Estate: 568,277
584,351
1,152,628
506,612
—
506,612

Consumer:

Home equity 50,610
64,695
115,305
46,921
��
46,921
Other consumer 7,645
2,640
10,285
6,172
—
6,172
Total Consumer: 58,255
67,335
125,590
53,093
—
53,093

Total Loans: $ 1,359,516
$ 1,069,346
$ 2,428,862
$ 1,129,064
$ —
$ 1,129,064

loans by regulatory call report code segmentation based on underlying collateral for certain loan types:


	June 30,		December 31,
(in thousands)	2022		2021
Commercial construction	$	86,163	$	56,263
Commercial real estate owner occupied		250,890		257,122
Commercial real estate non-owner occupied		1,003,573		887,092
Tax exempt		44,439		41,280
Commercial and industrial		301,381		307,112
Residential real estate		939,730		888,263
Home equity		92,949		86,657
Consumer other		8,149		8,121
Total loans		2,727,274		2,531,910
Allowance for credit losses		23,756		22,718
Net loans	$	2,703,518	$	2,509,192

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


	June 30,		December 31,
(in thousands)	2022		2021
Net unamortized loan origination costs	$	4,276	$	3,014
Net unamortized fair value discount on acquired loans		(4,088)		(4,758)
Total	$	188	$	(1,744)

We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of June 30, 2022 and December 31, 2021, accrued interest receivable for loans totaled $9.3 million and $6.3 million, respectively, and is included in the “other assets” line item on the consolidated balance sheets.

The ~~carrying amount~~CARES Act and subsequent legislation established the Payroll Protection Program (PPP), administered directly by the Small Business Administration (SBA). As of June 30, 2022 and December 31, 2021, we had 5 and 61 PPP loans outstanding, with an outstanding principal balance of $170 thousand and $6.7 million, respectively. PPP loans are included in the commercial and industrial portfolio segment.

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 ~~acquired loans at September 30, 2017 totaled $1.069 billion. A subset of these loans was determined to have evidence of credit deterioration at acquisition date, which is accounted for~~completed structure in accordance with ~~ASC 310-30. These purchased credit-impaired loans presently maintain a carrying value of $14.4 million (and a note balance of $19.5 million). These~~established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy guidelines that are more restrictive than on stabilized commercial real estate transactions. Construction loans are ~~evaluated~~primarily paid by the cash flow generated from the completed structure, such as operating leases, rents, or other operating cash flows from the borrower.

Commercial real estate owner occupied and non-owner occupied - Loans in these segments are primarily owner-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.

Table of Contents

Tax Exempt - Loans in this segment primarily include loans to various state and municipal government entities. Loans made in these borrowers may provide us 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 ~~impairment through~~ the ~~periodic reforecasting~~purpose of ~~expected~~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 ~~flows. Loans considered not impaired at acquisition date had a carrying amount~~flow of ~~$1.055 billion.~~

~~The following table summarizes activity~~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 ~~accretable yield for the acquired~~ loan portfolio ~~that falls under the purview of ASC 310-30,~~ ~~Accounting for Certain Loans or Debt Securities Acquired in a Transfer:~~

Three Months Ended September 30,
(In thousands) 2017 2016
Balance at beginning of period $ 4,567
$ —
Acquisitions —
—
Reclassification from nonaccretable difference for loans with improved cash flows 513
—
Accretion (423 ) —
Balance at end of period $ 4,657
$ —

Nine Months Ended September 30,
(In thousands) 2017 2016
Balance at beginning of period $ —
$ —
Acquisitions 3,398
—
Reclassification from nonaccretable difference for loans with improved cash flows 2,257
—
Accretion (998 ) —
Balance at end of period $ 4,657
$ —

~~The following is a summary of past due loans at September 30, 2017 and December 31, 2016:~~

~~Business Activities Loans~~

(in thousands)
30-59 Days
Past Due

60-89 Days
Past Due
90 Days or Greater Past Due
Total Past
Due
Current Total Loans
Past Due >
90 days and
Accruing
September 30, 2017

Commercial Real Estate:

Construction and land development $ —
$ —
$ 637
$ 637
$ 33,055
$ 33,692
$ —
Other commercial real estate 407
121
702
1,230
454,617
455,847
—
Total Commercial Real Estate: 407
121
1,339
1,867
487,672
489,539
—

Commercial and Industrial:
Other Commercial 401
150
159
710
171,476
172,186
—
Agricultural and other loans to farmers 600
90
10
700
29,783
30,483
—
Tax exempt —
—
—
—
40,776
40,776
—
Total Commercial and Industrial: 1,001
240
169
1,410
242,035
243,445
—

Total Commercial Loans: 1,408
361
1,508
3,277
729,707
732,984
—

Residential Real Estate:
Residential mortgages 2,904
172
1,260
4,336
563,941
568,277
—
Total Residential Real Estate: 2,904
172
1,260
4,336
563,941
568,277
—

Consumer:
Home equity 306
25
100
431
50,179
50,610
—
Other consumer 60
21
26
107
7,538
7,645
—
Total Consumer: 366
46
126
538
57,717
58,255
—
—
Total Loans: $ 4,678
$ 579
$ 2,894
$ 8,151
$ 1,351,365
$ 1,359,516
$ —

~~Business Activities Loans~~

(in thousands)
30-59 Days
Past Due

60-89 Days
Past Due
90 Days or Greater Past Due
Total Past
Due
Current Total Loans
Past Due >
90 days and
Accruing
December 31, 2016

Commercial Real Estate:

Construction and land development $ —
$ —
$ —
$ —
$ 14,695
$ 14,695
$ —
Other commercial real estate 195
554
1,665
2,414
401,010
403,424
—
Total Commercial Real Estate: 195
554
1,665
2,414
415,705
418,119
—

Commercial and Industrial:
Other Commercial 61
45
201
307
103,279
103,586
—
Agricultural and other loans to farmers 231
—
—
231
31,577
31,808
—
Tax exempt —
—
—
—
15,846
15,846
—
Total Commercial and Industrial: 292
45
201
538
150,702
151,240
—

Total Commercial Loans: 487
599
1,866
2,952
566,407
569,359
—

Residential Real Estate:
Residential mortgages 4,484
429
938
5,851
500,761
506,612
—
Total Residential Real Estate: 4,484
429
938
5,851
500,761
506,612
—

Consumer:
Home equity —
—
15
15
46,906
46,921
—
Other consumer 103
1
6
110
6,062
6,172
—
Total Consumer: 103
1
21
125
52,968
53,093
—
—
Total Loans: $ 5,074
$ 1,029
$ 2,825
$ 8,928
$ 1,120,136
$ 1,129,064
$ —

~~Acquired Loans~~

(in thousands)
30-59 Days
Past Due

60-89 Days
Past Due
90 Days or Greater Past Due
Total Past
Due

Acquired
Credit
Impaired
Total Loans
Past Due >
90 days and
Accruing
September 30, 2017

Commercial Real Estate:

Construction and land development $ 20
$ 10
$ —
$ 30
$ 258
$ 15,593
$ —
Other commercial real estate 314
25
591
930
9,760
288,440
—
Total Commercial Real Estate: 334
35
591
960
10,018
304,033
—

Commercial and Industrial:
Other Commercial 396
144
—
540
917
68,090
163
Agricultural and other loans to farmers —
—
—
—
—
—
—
Tax exempt —
—
—
—
—
45,537
—
Total Commercial and Industrial: 396
144
—
540
917
113,627
163

Total Commercial Loans: 730
179
591
1,500
10,935
417,660
163

Residential Real Estate:
Residential mortgages 1,089
13
868
1,970
3,398
584,351
—
Total Residential Real Estate: 1,089
13
868
1,970
3,398
584,351
—

Consumer:
Home equity 388
155
193
736
40
64,695
—
Other consumer 12
144
49
205
3
2,640
—
Total Consumer: 400
299
242
941
43
67,335
—
—
Total Loans: $ 2,219
$ 491
$ 1,701
$ 4,411
$ 14,376
$ 1,069,346
$ 163

~~Non Accrual Loans~~

~~The following is summary information pertaining to non-accrual loans at September 30, 2017 and December 31, 2016:~~

September 30, 2017 December 31, 2016
(In thousands)
Business
Activities Loans

Acquired
Loans
Total
Business
Activities Loans

Acquired
Loans
Total
Commercial Real Estate:

Construction and land development $ 637
$ —
$ 637
$ —
$ —
$ —
Other commercial real estate 1,238
591
1,829
2,564
—
2,564
Total Commercial Real Estate: 1,875
591
2,466
2,564
—
2,564

Commercial and Industrial:
Other Commercial 183
—
183
284
—
284
Agricultural and other loans to farmers 53
—
53
31
—
31
Tax exempt —
—
—
—
—
—
Total Commercial and Industrial: 236
—
236
315
—
315

Total Commercial Loans: 2,111
591
2,702
2,879
—
2,879

Residential Real Estate:
Residential mortgages 2,751
868
3,619
3,419
—
3,419
Total Residential Real Estate: 2,751
868
3,619
3,419
—
3,419

Consumer:
Home equity 151
193
344
90
—
90
Other consumer 103
49
152
108
—
108
Total Consumer: 254
242
496
198
—
198

Total Loans: $ 5,116
$ 1,701
$ 6,817
$ 6,496
$ —
$ 6,496

~~Loans evaluated for impairment as of September 30, 2017 and December 31, 2016 were as follows:~~

~~Business Activities Loans~~

(In thousands)
Commercial
real estate

Commercial and
industrial

Residential
real estate
Consumer Total
September 30, 2017

Loans receivable:

Balance at end of period

Individually evaluated for impairment $ 2,585
$ 138
$ 1,744
$ 68
$ 4,535
Collectively evaluated 486,954
243,307
566,533
58,187
1,354,981
Total $ 489,539
$ 243,445
$ 568,277
$ 58,255
$ 1,359,516

~~Business Activities Loans~~

(In thousands)
Commercial
real estate

Commercial and
industrial

Residential
real estate
Consumer Total
December 31, 2016

Loans receivable:

Balance at end of period

Individually evaluated for impairment $ 4,481
$ 486
$ 1,709
$ 33
$ 6,709
Collectively evaluated 413,638
150,754
504,903
53,060
1,122,355
Total $ 418,119
$ 151,240
$ 506,612
$ 53,093
$ 1,129,064

~~Acquired Loans~~

(In thousands)
Commercial
real estate

Commercial and
industrial

Residential
real estate
Consumer Total
September 30, 2017

Loans receivable:

Balance at end of period

Individually evaluated for impairment $ 408
$ 470
$ 271
$ 156
$ 1,305
Purchased Credit Impaired 10,018
917
3,398
43
14,376
Collectively evaluated 293,607
112,240
580,682
67,136
1,053,665
Total $ 304,033
$ 113,627
$ 584,351
$ 67,335
$ 1,069,346

~~The following is a summary of impaired loans at September 30, 2017 and December 31, 2016:~~

~~Business Activities Loans~~

September 30, 2017
(In thousands) Recorded Investment
Unpaid Principal
Balance
Related Allowance
With no related allowance:

Construction and land development $ —
$ —
$ —
Commercial real estate other 1,198
1,175
—
Commercial other 96
97
—
Agricultural and other loans to farmers —
—
—
Tax exempt loans —
—
—
Residential real estate 1,257
1,267
—
Home equity 13
13
—
Consumer other —
—
—

With an allowance recorded:
Construction and land development $ 637
$ 2,563
$ 59
Commercial real estate other 750
808
331
Commercial other 42
42
2
Agricultural and other loans to farmers —
—
—
Tax exempt loans —
—
—
Residential real estate 487
487
44
Home equity 55
55
55
Consumer other —
—
—

Total
Commercial real estate $ 2,585
$ 4,546
$ 390
Commercial and industrial 138
139
2
Residential real estate 1,744
1,754
44
Consumer 68
68
55
Total impaired loans $ 4,535
$ 6,507
$ 491

~~Acquired Loans~~

September 30, 2017
(In thousands) Recorded Investment
Unpaid Principal
Balance
Related Allowance
With no related allowance:

Construction and land development $ —
$ —
$ —
Commercial real estate other 108
107
—
Commercial other 470
483
—
Agricultural and other loans to farmers —
—
—
Tax exempt loans —
—
—
Residential real estate 271
278
—
Home equity 156
156
—
Consumer other —
—
—

With an allowance recorded:
Construction and land development $ —
$ —
$ —
Commercial real estate other 300
302
168
Commercial other —
—
—
Agricultural and other loans to farmers —
—
—
Tax exempt loans —
—
—
Residential real estate —
—
—
Home equity —
—
—
Consumer other —
—
—

Total
Commercial real estate $ 408
$ 409
$ 168
Commercial and industrial 470
483
—
Residential real estate 271
278
—
Consumer 156
156
—
Total impaired loans $ 1,305
$ 1,326
$ 168

~~Business Activities Loans~~

December 31, 2016
(In thousands) Recorded Investment
Unpaid Principal
Balance
Related Allowance
With no related allowance:

Construction and land development $ —
$ —
$ —
Commercial real estate other 2,831
2,919
—
Commercial other 130
130
—
Agricultural and other loans to farmers 139
139
—
Tax exempt loans —
—
—
Residential real estate 1,387
1,504
—
Home equity 16
16
—
Consumer other 2
2
—

With an allowance recorded:
Construction and land development $ —
$ —
$ —
Commercial real estate other 1,650
3,575
193
Commercial other 217
367
173
Agricultural and other loans to farmers —
—
—
Tax exempt loans —
—
—
Residential real estate 322
322
49
Home equity —
—
—
Consumer other 15
15
9

Total
Commercial real estate $ 4,481
$ 6,494
$ 193
Commercial and industrial 486
636
173
Residential real estate 1,709
1,826
49
Consumer 33
33
9
Total impaired loans $ 6,709
$ 8,989
$ 424

~~The following is a summary of the average recorded investment and interest income recognized on impaired loans as of September 30, 2017 and 2016:~~

~~Business Activities Loan~~

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
(in thousands)
Average Recorded
Investment

Cash Basis Interest
Income Recognized

Average Recorded
Investment

Cash Basis Interest
Income Recognized
With no related allowance:

Construction and land development $ —
$ —
$ —
$ —
Commercial real estate other 1,716
64
2,713
131
Commercial other 99
6
141
2
Agricultural and other loans to farmers 8
1
131
8
Tax exempt loans —
—
—
—
Residential real estate 1,245
31
1,344
55
Home equity 13
—
17
1
Consumer other 5
2
—
1

With an allowance recorded:
Construction and land development $ 637
$ —
$ 928
$ —
Commercial real estate other 693
—
551
—
Commercial other 44
1
221
—
Agricultural and other loans to farmers —
—
—
—
Tax exempt loans —
—
—
—
Residential real estate 268
5
331
—
Home equity 12
—
—
—
Consumer other —
—
17
—

Total
Commercial real estate $ 3,046
$ 64
$ 4,192
$ 131
Commercial and industrial 151
8
493
10
Residential real estate 1,513
36
1,675
55
Consumer 30
2
34
2
Total impaired loans $ 4,740
$ 110
$ 6,394
$ 198

~~Acquired Loans~~

Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016
(in thousands)
Average Recorded
Investment

Cash Basis Interest
Income Recognized

Average Recorded
Investment

Cash Basis Interest
Income Recognized
With no related allowance:

Construction and land development $ —
$ —
$ —
$ —
Commercial real estate other 89
—
—
—
Commercial other 171
—
—
—
Agricultural and other loans to farmers —
—
—
—
Tax exempt loans —
—
—
—
Residential real estate 254
1
—
—
Home equity 47
—
—
—
Consumer other 9
—
—
—

With an allowance recorded:
Construction and land development $ —
$ —
$ —
$ —
Commercial real estate other 46
—
—
—
Commercial other —
—
—
—
Agricultural and other loans to farmers —
—
—
—
Tax exempt loans —
—
—
—
Residential real estate —
—
—
—
Home equity —
—
—
—
Consumer other —
—
—
—

Total
Commercial real estate $ 135
$ —
$ —
$ —
Commercial and industrial 171
—
—
—
Residential real estate 254
1
—
—
Consumer 56
—
—
—
Total impaired loans $ 616
$ 1
$ —
$ —

~~Troubled Debt Restructuring Loans~~

~~The Company’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), where economic concessions have been granted~~are made to borrowers who ~~have experienced~~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 ~~are expected~~junior mortgage liens on owner-occupied one- to ~~experience financial difficulties. These concessions typically result from the Company’s loss mitigation activities~~four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and ~~could include reductions in the interest rate, payment extensions, forgiveness~~is billed as equal payments comprised of principal ~~forbearance,~~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 ~~actions. Certain TDRs are classified~~consumer loans. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as ~~nonperforming at the time~~applicable.

Allowance for Credit Losses

The Allowance for Credit Losses (ACL) is comprised 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 three and nine months ended September 30, 2017 and for the three and nine months ended September 30, 2016, respectively. 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. The modifications for the three and nine months ended September 30, 2017 were attributable to interest rate concessions, maturity date extensions, reamortization or a combination of two concessions. The modifications for the three and nine months ending September 30, 2016 were attributable to interest rate concessions, maturity date extensions or a combination of both.

Three Months Ended September 30, 2017
(Dollars in thousands)
Number of
Modifications

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Troubled Debt Restructurings

Commercial installment 5
$ 483
$ 483
Agricultural and other loans to farmers —
—
—
Commercial real estate 4
144
144
Residential real estate —
—
—
Home equity —
—
—
Consumer other —
—
—
Total 9
$ 627
$ 627

Three Months Ended September 30, 2016
(Dollars in thousands)
Number of
Modifications

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Troubled Debt Restructurings
Commercial installment 2
$ 51
$ 51
Commercial real estate 2
936
915
Consumer other 1
9
9
Total 5
$ 996
$ 975

Nine Months Ended September 30, 2017
(Dollars in thousands)
Number of
Modifications

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Troubled Debt Restructurings

Commercial installment 6
$ 563
$ 549
Agricultural and other loans to farmers 1
19
18
Commercial real estate 6
388
333
Residential real estate 3
692
675
Home equity 1
13
13
Consumer other 1
38
37
Total 18
$ 1,713
$ 1,625

Nine Months Ended September 30, 2016
(Dollars in thousands)
Number of
Modifications

Pre-Modification
Outstanding Recorded
Investment

Post-Modification
Outstanding Recorded
Investment
Troubled Debt Restructurings
Commercial installment 2
$ 51
$ 51
Agricultural and other loans to farmers 2
30
24
Commercial real estate 5
1,361
1,326
Consumer Other 1
9
9
Total 10
$ 1,451
$ 1,410

~~For the three and nine months ended September 30, 2017, there were no 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.~~

As of September 30, 2017, the Company maintained foreclosed residential real estate property with a fair value of $122 thousand. Additionally, residential mortgage loans collateralized by real estate property that are in the process of foreclosure as of September 30, 2017 and December 31, 2016 totaled $772 thousand and $2.4 million, respectively. As of December 31, 2016, foreclosed residential real estate property totaled $90 thousand.

~~NOTE 5. LOAN LOSS ALLOWANCE~~

~~Activity in~~ 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.

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 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 troubled debt restructurings (TDRs).

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The activity in the allowance for credit losses for the ~~nine months~~periods ended ~~September 30, 2017 and 2016~~are as follows:


	At or for the Three Months Ended June 30, 2022
	Balance at
	Beginning of								Balance at
(in thousands)	Period		Charge Offs		Recoveries		Provision		End of Period
Commercial construction	$	1,001	$	—	$	—	$	9	$	1,010
Commercial real estate owner occupied		2,673		—		61		(12)		2,722
Commercial real estate non-owner occupied		7,007		—		—		354		7,361
Tax exempt		—		—		—		105		105
Commercial and industrial		4,739		—		12		69		4,820
Residential real estate		6,878		—		6		(78)		6,806
Home equity		827		(4)		15		27		865
Consumer other		65		(58)		—		60		67
Total	$	23,190	$	(62)	$	94	$	534	$	23,756


	At or for the Six Months Ended June 30, 2022
	Balance at
	Beginning of								Balance at
(in thousands)	Period		Charge Offs		Recoveries		Provision		End of Period
Commercial construction	$	2,111	$	—	$	—	$	(1,101)	$	1,010
Commercial real estate owner occupied		2,751		—		113		(142)		2,722
Commercial real estate non-owner occupied		5,650		—		—		1,711		7,361
Tax exempt		86		—		—		19		105
Commercial and industrial		5,369		—		37		(586)		4,820
Residential real estate		5,862		(15)		98		861		6,806
Home equity		814		(6)		20		37		865
Consumer other		75		(124)		4		112		67
Total	$	22,718	$	(145)	$	272	$	911	$	23,756

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	At or for the Three Months Ended June 30, 2021
	Balance at
	Beginning of								Balance at
(in thousands)	Period		Charge Offs		Recoveries		Provision		End of Period
Commercial construction	$	1,792	$	—	$	—	$	580	$	2,372
Commercial real estate owner occupied		3,352		(108)		2		(694)		2,552
Commercial real estate non-owner occupied		5,902		—		—		(298)		5,604
Tax exempt		94		—		—		(3)		91
Commercial and industrial		5,040		(20)		13		192		5,225
Residential real estate		6,569		(21)		109		(588)		6,069
Home equity		823		(32)		36		(5)		822
Consumer other		81		(58)		6		51		80
Total	$	23,653	$	(239)	$	166	$	(765)	$	22,815



	At or for the Six Months Ended June 30, 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	$	334	$	2,372
Commercial real estate owner occupied		1,783		708		(261)		2		320		2,552
Commercial real estate non-owner occupied		7,864		(2,008)		—		4		(256)		5,604
Tax exempt		58		40		—		—		(7)		91
Commercial and industrial		3,137		2,996		(20)		14		(902)		5,225
Residential real estate		5,010		1,732		(61)		122		(734)		6,069
Home equity		285		603		(54)		47		(59)		822
Consumer other		121		(39)		(59)		7		50		80
Total	$	19,082	$	5,228	$	(455)	$	214	$	(1,254)	$	22,815

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Unfunded Commitments

The 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 activity in the allowance for credit losses on unfunded commitments for the periods ended was as follows:

Business Activities Loans At or for the Nine Months Ended September 30, 2017

(In thousands)

Commercial
real estate
Commercial and industrial
Residential
real estate
Consumer Total
Balance at beginning of period $ 5,145
$ 1,952
$ 2,721
$ 601
$ 10,419
Charged-off loans (124 ) (189 ) (226 ) (87 ) (626 )
Recoveries on charged-off loans 9
7
65
7
88
Provision/(releases) for loan losses 310
405
941
40
1,696
Balance at end of period $ 5,340
$ 2,175
$ 3,501
$ 561
$ 11,577
Individually evaluated for impairment 391
2
44
55
492
Collectively evaluated 4,949
2,173
3,457
506
11,085
Total $ 5,340
$ 2,175
$ 3,501
$ 561
$ 11,577

Business Activities Loans At or for the Nine Months Ended September 30, 2016

(In thousands)
Commercial
real estate
Commercial and industrial
Residential
real estate
Consumer Total
Balance at beginning of period $ 4,430
$ 1,590
$ 2,747
$ 672
$ 9,439
Charged-off loans (133 ) (90 ) (141 ) (19 ) (383 )
Recoveries on charged-off loans 35
200
36
22
293
Provision/(releases) for loan losses 719
39
38
(42 ) 754
Balance at end of period $ 5,051
$ 1,739
$ 2,680
$ 633
$ 10,103
Individually evaluated for impairment 100
174
87
10
371
Collectively evaluated 4,951
1,565
2,593
623
9,732
Total $ 5,051
$ 1,739
$ 2,680
$ 633
$ 10,103

Acquired Loans At or for the Nine Months Ended September 30, 2017

(In thousands)

Commercial
real estate
Commercial and industrial
Residential
real estate
Consumer Total
Balance at beginning of period $ —
$ —
$ —
$ —
$ —
Charged-off loans (54 ) (18 ) (31 ) (19 ) (122 )
Recoveries on charged-off loans —
—
—
—
—
Provision/(releases) for loan losses 360
49
67
19
495
Balance at end of period $ 306
$ 31
$ 36
$ —
$ 373
Individually evaluated for impairment 168
—
—
—
168
Collectively evaluated 138
31
36
—
205
Total $ 306
$ 31
$ 36
$ —
$ 373

~~There were no loans meeting the definition of acquired for the nine month period ending September 30, 2016.~~



(in thousands)	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Beginning Balance	$	2,182	$	2,152
Provision for credit losses		341		371
Ending Balance	$	2,523	$	2,523


(in thousands)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Beginning Balance	$	1,819	$	359
Impact of ASC 326		—		1,616
Provision for credit losses		102		(54)
Ending Balance	$	1,921	$	1,921

Loan Origination/Risk Management: ~~The Bank has~~We have certain lending policies and procedures in place ~~that are~~ designed to maximize loan income within an acceptable level of risk. ~~The Bank’s board~~Our Board of ~~directors reviews~~Directors review and ~~approves~~approve these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the ~~Bank's board~~Board of ~~directors~~Directors with frequent reports related to loan production, loan quality, ~~concentrations~~and concentration of credit, loan delinquencies, ~~and~~ non-performing loans and potential problem loans. ~~The Bank seeks~~We seek to diversify the loan portfolio as a means of managing risk associated with fluctuations in economic conditions.

Credit Quality ~~Indicators/Classified Loans:~~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. ~~These ratings are used as inputs to the calculation of the allowance for loan losses.~~ Consistent with regulatory guidelines, the ~~Bank~~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~~risk-rated 6, 7, 8 and 9, respectively).

The following are the definitions of ~~the Bank’s~~our credit quality indicators:

Pass: Loans ~~within all classes of~~we 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 ~~that~~ there is a low risk of loss related to these loans ~~that~~considered pass-rated.

Special Mention: Loans considered having some potential weaknesses, but are ~~considered pass.~~

~~Special mention:Loans that do~~deemed to not ~~expose the Bank to~~carry levels of risk ~~sufficient to warrant classification~~inherent in one of the subsequent categories, ~~but which possess some weaknesses,~~ 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 which ~~the lending officer~~ may ~~be unable to supervise properly~~require a higher level of supervision or internal reporting because of: (i) ~~lack~~declining industry trends; (ii) increasing reliance on secondary sources of ~~expertise, inadequate loan agreement; (ii)~~repayment; (iii) the poor condition of or lack of control over collateral; or ~~(iii)~~(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 Bank~~us to sufficient risks to warrant classification.

Substandard: ~~The Bank considers a loan~~Loans we consider as substandard ~~if it is~~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

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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 ~~that the Bank classifies~~we consider as doubtful have all of the weaknesses inherent in those loans that are classified as ~~substandard but also~~substandard. These loans have the added characteristic ~~that~~of a well-defined weakness which is inadequately protected by the ~~weaknesses present make collection~~current sound worth and paying capacity of borrower or ~~liquidation in~~of the collateral pledged, if any, and calls into question the collectability of the full onbalance of the ~~basis of currently existing facts, conditions, and values, highly questionable and improbable.~~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 ~~that the Bank classifies~~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 ~~that~~ 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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The following tables present ~~the Company’s~~our loans by year of origination, loan segmentation and risk ~~rating at September~~indicator as of June 30, ~~2017~~2022 and December 31, ~~2016:~~2021:



(in thousands)	2022		2021		2020		2019		2018		Prior		Total
Commercial construction
Risk rating:
Pass	$	16,952	$	25,707	$	31,927	$	1,011	$	10,566	$	—	$	86,163
Special mention		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—
Total	$	16,952	$	25,707	$	31,927	$	1,011	$	10,566	$	—	$	86,163

Commercial real estate owner occupied
Risk rating:
Pass	$	16,947	$	12,956	$	24,170	$	32,907	$	38,530	$	115,912	$	241,422
Special mention		—		—		246		—		978		1,819		3,043
Substandard		—		—		—		—		853		5,253		6,106
Doubtful		—		—		—		—		167		152		319
Total	$	16,947	$	12,956	$	24,416	$	32,907	$	40,528	$	123,136	$	250,890

Commercial real estate non-owner occupied
Risk rating:
Pass	$	186,590	$	247,260	$	152,249	$	90,146	$	37,524	$	271,359	$	985,128
Special mention		—		—		—		151		978		14,830		15,959
Substandard		—		—		—		—		—		2,323		2,323
Doubtful		—		—		—		—		—		163		163
Total	$	186,590	$	247,260	$	152,249	$	90,297	$	38,502	$	288,675	$	1,003,573

Tax exempt
Risk rating:
Pass	$	6,899	$	1,155	$	290	$	925	$	13,543	$	21,627	$	44,439
Special mention		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—
Total	$	6,899	$	1,155	$	290	$	925	$	13,543	$	21,627	$	44,439

Commercial and industrial
Risk rating:
Pass	$	39,970	$	69,858	$	53,091	$	31,842	$	9,726	$	94,725	$	299,212
Special mention		—		—		60		268		442		312		1,082
Substandard		—		58		2		304		—		620		984
Doubtful		—		—		—		—		—		103		103
Total	$	39,970	$	69,916	$	53,153	$	32,414	$	10,168	$	95,760	$	301,381

(continued)

~~Business Activities Loans~~

~~Commercial Real Estate~~

~~Credit Risk Profile by Creditworthiness Category~~

Table of Contents







(in thousands)	2022		2021		2020		2019		2018		Prior		Total
Residential real estate
Performing	$	127,436	$	183,662	$	114,026	$	74,866	$	54,141	$	380,464	$	934,595
Nonperforming		—		—		—		—		647		4,488		5,135
Total	$	127,436	$	183,662	$	114,026	$	74,866	$	54,788	$	384,952	$	939,730

Home equity
Performing	$	7,850	$	11,632	$	10,339	$	7,898	$	7,907	$	46,163	$	91,789
Nonperforming		—		—		—		—		—		1,160		1,160
Total	$	7,850	$	11,632	$	10,339	$	7,898	$	7,907	$	47,323	$	92,949

Consumer other
Performing	$	3,156	$	1,879	$	1,197	$	472	$	409	$	1,028	$	8,141
Nonperforming		—		—		—		—		6		2		8
Total	$	3,156	$	1,879	$	1,197	$	472	$	415	$	1,030	$	8,149

Total Loans	$	405,800	$	554,167	$	387,597	$	240,790	$	176,417	$	962,503	$	2,727,274



(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

(continued)

Construction and land development Commercial real estate other Total commercial real estate
(In thousands) September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Grade:

Pass $ 33,008
$ 14,695
$ 433,934
$ 376,968
$ 466,942
$ 391,663
Special mention 47
—
6,820
5,868
6,867
5,868
Substandard 637
—
15,093
20,588
15,730
20,588
Total $ 33,692
$ 14,695
$ 455,847
$ 403,424
$ 489,539
$ 418,119

~~Commercial and Industrial~~

~~Credit Risk Profile by Creditworthiness Category~~

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

Past Dues

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


	June 30, 2022
(in thousands)	30-59		60-89		90+		Total Past Due		Current		Total Loans
Commercial construction	$	—	$	—	$	—	$	—	$	86,163	$	86,163
Commercial real estate owner occupied		6		—		—		6		250,884		250,890
Commercial real estate non-owner occupied		—		—		—		—		1,003,573		1,003,573
Tax exempt		—		—		—		—		44,439		44,439
Commercial and industrial		35		11		—		46		301,335		301,381
Residential real estate		762		1,278		1,679		3,719		936,011		939,730
Home equity		346		60		401		807		92,142		92,949
Consumer other		57		1		8		66		8,083		8,149
Total	$	1,206	$	1,350	$	2,088	$	4,644	$	2,722,630	$	2,727,274


	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

Commercial other Agricultural and other loans to farmers Tax exempt loans Total commercial and industrial
(In thousands) September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Grade:

Pass $ 168,608
$ 98,968
$ 30,075
$ 31,279
$ 40,610
$ 15,679
$ 239,293
$ 145,926
Special mention 1,757
2,384
91
251
166
167
2,014
2,802
Substandard 1,821
2,234
317
278
—
—
2,138
2,512
Total $ 172,186
$ 103,586
$ 30,483
$ 31,808
$ 40,776
$ 15,846
$ 243,445
$ 151,240

~~Commercial Real Estate~~

~~Credit Risk Profile by Creditworthiness Category~~

Table of Contents

Non-Accrual Loans

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


	June 30, 2022
			Nonaccrual With No		90+ Days Past
(in thousands)	Nonaccrual		Related Allowance		Due and Accruing
Commercial construction	$	—	$	—	$	—
Commercial real estate owner occupied		636		383		—
Commercial real estate non-owner occupied		595		595		—
Tax exempt		—		—		—
Commercial and industrial		344		232		—
Residential real estate		5,135		413		704
Home equity		1,160		287		15
Consumer other		8		—		—
Total	$	7,878	$	1,910	$	719


	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

Commercial construction and land development Commercial real estate other Total commercial real estate
(In thousands) September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Grade:

Pass $ 15,336
$ —
$ 278,134
$ —
$ 293,470
$ —
Special mention 233
—
2,475
—
2,708
—
Substandard 24
—
7,831
—
7,855
—
Total $ 15,593
$ —
$ 288,440
$ —
$ 304,033
$ —

~~Commercial and Industrial~~

~~Credit Risk Profile by Creditworthiness Category~~

Commercial other Agricultural and other loans to farmers Tax exempt loans Total commercial and industrial
(In thousands) September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Grade:






Pass $ 63,941
$ —
$ —
$ —
$ 45,537
$ —
$ 109,478
$ —
Special mention 2,053
—
—
—
—
—
2,053
—
Substandard 2,096
—
—
—
—
—
2,096
—
Total $ 68,090
$ —
$ —
$ —
$ 45,537
$ —
$ 113,627
$ —

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 ~~summarizes information about total~~presents the amortized cost basis of collateral-dependent loans ~~rated Special Mention~~by loan portfolio segment for the periods ended.


	June 30, 2022				December 31, 2021
(in thousands)	Real Estate		Other		Real Estate		Other
Commercial construction	$	—	$	—	$	—	$	—
Commercial real estate owner occupied		636		—		783		—
Commercial real estate non-owner occupied		595		—		622		—
Tax exempt		—		—		—		—
Commercial and industrial		122		222		385		292
Residential real estate		5,135		—		6,835		—
Home equity		1,160		—		1,269		—
Consumer other		8		—		5		—
Total	$	7,656	$	222	$	9,899	$	292

Troubled Debt Restructuring Loans

The 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 ~~higher~~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 0 modifications qualifying as TDR’s for the three and six months ended June 30, 2022 and 2021.

Foreclosure

Residential mortgage loans collateralized by real estate that are in the process of foreclosure as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~2021 totaled $179 thousand and $574 thousand, respectively.

Mortgage Banking

Loans held for sale had at June 30, 2022 and December 31, 2021 had an unpaid principal balance of $3.5 million and $5.4 million, respectively. The ~~table below includes consumer~~interest rate exposure on loans ~~that~~held for sale are ~~special mention~~mitigated through forward delivery commitments with certain approved secondary market investors. Forward delivery commitments had a notional amount of $7.0 million, and ~~substandard accruing that~~$16.6 million at June 30, 2022 and December 31, 2021, respectively. Refer to Note 8 for further discussion of forward delivery commitments.

For the three months ended June 30, 2022 and 2021, we sold $11.1 million and $56.1 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 $150 thousand and $1.0 million, respectively. For the six months ended June 30, 2022 and 2021, we sold $31.9 million and $125.4 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 $333 thousand and $2.9 million, respectively.

We sell residential loans on the secondary market while primarily retaining the servicing of these loans. Servicing sold loans helps to maintain customer relationships and earn fees over the servicing period. Loans serviced for others are ~~classified~~not included in the ~~above table as performing based on payment activity.~~accompanying consolidated balance sheets. The risks inherent in servicing assets relate primarily to level of prepayments that result from shifts in interest rates. We obtain third party valuations of our servicing assets portfolio quarterly, and the assumptions are reflected in Fair Value disclosures.

September 30, 2017 December 31, 2016
(In thousands)
Business
Activities Loans
Acquired Loans Total
Business
Activities Loans
Acquired Loans Total
Non-accrual $ 5,116
$ 3,452
$ 8,568
$ 2,733
$ —
$ 2,733
Substandard accruing 15,774
9,627
25,401
20,368
—
20,368
Total classified 20,890
13,079
33,969
23,101
—
23,101
Special mention 8,864
4,762
13,626
8,669
—
8,669
Total Criticized $ 29,754
$ 17,841
$ 47,595
$ 31,770
$ —
$ 31,770

NOTE 6.4. BORROWED FUNDS

Borrowed funds at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021 are summarized, as follows:

September 30, 2017 December 31, 2016
(dollars in thousands) Carrying Value
Weighted
Average
Rate
Carrying Value Weighted
Average
Rate
Short-term borrowings

Advances from the FHLBB $ 506,000
1.36 % $ 372,700
0.97 %
Other borrowings 41,600
0.56
21,780
0.29
Total short-term borrowings 547,600
1.30
394,480
0.93
Long-term borrowings
Advances from the FHLBB 227,982
1.50
137,116
1.59
Subordinated borrowings 38,048
5.46
—
—
Junior subordinated borrowings 5,000
4.81
5,000
4.41
Total long-term borrowings 271,030
2.11
142,116
1.69
Total $ 818,630
1.57 % $ 536,596
1.13 %

~~Short term~~


	June 30, 2022				December 31, 2021
			Weighted				Weighted
(dollars in thousands)	Carrying Value		Average Rate		Carrying Value		Average Rate
Short-term borrowings
Advances from the FHLB	$	96,000	1.22	%	$	75,000	0.30	%
Other borrowings		18,754	0.12			19,802	0.17
Total short-term borrowings		114,754	0.43			94,802	0.21
Long-term borrowings
Advances from the FHLB		2,593	0.20			23,598	1.08
Subordinated borrowings		60,206	4.70			60,124	4.34
Total long-term borrowings		62,799	4.51			83,722	3.42
Total	$	177,553	1.07	%	$	178,524	0.91	%

Short-term debt includes Federal Home Loan Bank of Boston ~~(“FHLBB”)~~(FHLB) advances with ~~an original~~a remaining maturity of less than one year. ~~The Bank~~We also ~~maintains~~maintain a ~~$1.0~~$1.0 million secured line of credit with the ~~FHLBB~~FHLB that bears a daily adjustable rate calculated by the ~~FHLBB.~~FHLB. There was no0 outstanding balance on the ~~FHLBB~~FHLB line of credit for the periods ended ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~

~~The Bank also had~~2021.

We have the 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”). At ~~September~~June 30, ~~2017, the Bank’s~~2022, our available secured line of credit at the FRB was ~~$114.6~~$82.7 million. ~~The Bank has~~We have pledged certain loans and securities to the FRB to support this arrangement. There were no0 borrowings with the FRB for the periods ended ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~

2021.

We maintain, with a correspondent bank, an unused unsecured federal funds line of credit that has an aggregate overnight borrowing capacity of $50.0 million as of June 30, 2022 and December 31, 2021. There was 0 outstanding balance on the line of credit as of June 30, 2022 and December 31, 2021.

Long-term ~~FHLBB~~FHLB advances consist of advances with a remaining maturity of more than one year. The advances outstanding at ~~September~~June 30, ~~2017~~2022 include 0 callable advances ~~totaling $27.0 million,~~ and amortizing advances ~~totaling $689~~of $291 thousand. The advances outstanding at December 31, ~~2016 include~~2021 included $20.0 million of callable advances ~~totaling $17.0 million,~~ and no$298 thousand of amortizing advances. All ~~FHLBB~~FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally all residential first mortgage loans and certain securities.

A summary of maturities of ~~FHLBB~~FHLB advances as of ~~September~~June 30, ~~2017~~2022 is, as follows:

September 30, 2017
(in thousands, except rates) Carrying Value Weighted
Average
Rate
Fixed rate advances maturing:

2017 $ 416,000
1.32 %
2018 165,805
1.49
2019 104,947
1.63
2020 29,911
1.76
2021 1,630
1.49
2022 and thereafter 15,689
0.36
Total FHLBB advances $ 733,982
1.40 %

In April 2008, the Bank issued fifteen year junior subordinated notes in the amount of $5.0 million. These debt securities qualify as Tier 2 capital for the Company and the Bank. The subordinated debt securities are callable by the Bank

~~after five years without penalty. The interest rate is three-month LIBOR plus 3.45%. At September 30, 2017 and December 31, 2016 the interest rate was 4.77% and 4.41%, respectively.~~

On January 13, 2017, the Company acquired $17.0 million of subordinated debt in connection with the Lake Sunapee acquisition. The original subordinated debt was issued on October 29, 2014, in connection with the execution of


			Weighted Average
(in thousands, except rates)	Amount		Rate
2022	$	95,000	1.23	%
2023		1,000	—
2024		2,300	—
2025		—	—
2026		—	—
2027 and thereafter		293	1.82
Total FHLB advances	$	98,593	1.19	%

We have a Subordinated Note Purchase Agreement ~~between and among Lake Sunapee Bank Group and certain accredited investors pursuant to which Lake Sunapee Bank Group issued~~with an aggregate of ~~$17.0~~$40.0 million of subordinated notes (the ~~“Notes”~~"Notes") to ~~the~~ accredited ~~investors.~~investors on November 26, 2019. The Notes have a maturity date of ~~November~~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 ~~will bear~~thereafter the interest ~~at a fixed~~ rate shall be reset quarterly to an interest rate per annum equal to the then current three-month Secured

Table of ~~6.75% per annum. The Company may, at its~~Contents

Overnight Financing Rate ("SOFR") plus 3.27%. We have the option beginning with the interest payment date of ~~November~~December 1, ~~2019,~~2024, and on any ~~interest~~scheduled payment date thereafter, to redeem the Notes, in whole or in part ~~at par plus accrued and unpaid interest to the date of redemption. Any partial redemption will be made pro rata among all~~upon prior approval of the ~~noteholders.~~Federal Reserve. The ~~Notes~~transaction included debt issuance costs of $415 thousand as of June 30, 2022 and $496 thousand net of amortization as of December 31, 2021, that are ~~not subject to repayment at~~netted against the ~~option of the noteholders. The Notes are unsecured,~~ subordinated ~~obligations of the Company and rank junior~~debt.

We also have $20.6 million in ~~right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors.~~

~~Also in connection with the Lake Sunapee acquisition, the Company acquired 100% of the common securities totaling $600 thousand and $20.0 million of~~floating Junior Subordinated Deferrable Interest Debentures ~~("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 ~~originally~~ issued on March 30, ~~2014,~~2004, carry a variable interest rate of ~~3-month~~three-month LIBOR plus 2.79%, and mature in 2034. The debt is callable by ~~the Company~~us at the time when any interest payment is made. ~~NHTB~~ Trust II and Trust III are considered variable interest entities for which ~~the Company is~~we are not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into ~~the Company’s~~our financial statements.

Repurchase Agreements

We can raise additional liquidity by entering into repurchase agreements at our discretion. In a security repurchase agreement transaction, we 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 we 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, we either deal 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 our safekeeping agents.


(in thousands)	June 30, 2022		December 31, 2021
Customer Repurchase Agreements
US Government-sponsored enterprises	$	18,754	$	19,802
Total	$	18,754	$	19,802

Table of Contents

NOTE 7. 5. DEPOSITS

A summary of time deposits is, as follows:

(In thousands) September 30, 2017 December 31, 2016
Time less than $100,000 $ 541,585
$ 304,393
Time $100,000 or more 260,525
112,044
Total time deposits $ 802,110
$ 416,437


(in thousands)	June 30, 2022		December 31, 2021
Time less than $100,000	$	172,679	$	181,586
Time $100,000 through $250,000		128,676		169,645
Time $250,000 or more		60,551		74,301
Total	$	361,906	$	425,532

At June 30, 2022 and December 31, 2021, the scheduled maturities by year for time deposits are, as follows:


(in thousands)	June 30, 2022		December 31, 2021
Within 1 year	$	288,071	$	318,692
Over 1 year to 2 years		46,247		71,247
Over 2 years to 3 years		13,945		18,201
Over 3 years to 4 years		6,745		8,498
Over 4 years to 5 years		5,505		6,751
Over 5 years		1,393		2,143
Total	$	361,906	$	425,532

Included in time deposits are brokered deposits of ~~$362.7~~$15.7 million and ~~$237.9~~$16.1 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively. ~~Included~~Also included in ~~the deposit balances contained on the balance sheet~~time deposits are reciprocal deposits of ~~$49.3~~$12.1 million and ~~$43.1~~$17.3 million at ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, respectively.

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NOTE 8.6. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios ~~were~~are, as follows:

September 30, 2017
Regulatory
Minimum to be
Well Capitalized
December 31, 2016
Regulatory
Minimum to be
Well Capitalized
Company (consolidated)

Total capital to risk weighted assets 13.8 % 10.0 % 16.5 % 10.0 %
Common equity tier 1 capital to risk weighted assets 11.3
6.5
15.0
6.5
Tier 1 capital to risk weighted assets 12.7
8.0
15.0
8.0
Tier 1 capital to average assets 8.0
5.0
8.9
5.0

Bank
Total capital to risk weighted assets 13.8 % 10.0 % 16.7 % 10.0 %
Common equity tier 1 capital to risk weighted assets 13.0
6.5
15.2
6.5
Tier 1 capital to risk weighted assets 13.0
8.0
15.2
8.0
Tier 1 capital to average assets 8.5
5.0
9.1
5.0


	June 30, 2022
					Regulatory Minimum to
	Actual				be "Well-Capitalized"
(in thousands, except ratios)	Amount		Ratio		Amount		Ratio
Company (consolidated)
Total capital to risk-weighted assets	$	395,301	13.76	%	$	287,216	10.00	%
Common equity tier 1 capital to risk-weighted assets		308,825	10.75			186,691	6.50
Tier 1 capital to risk-weighted assets		329,445	11.47			299,773	8.00
Tier 1 capital to average assets		329,445	9.16			179,785	5.00

Bank
Total capital to risk-weighted assets	$	389,279	13.57	%	$	286,882	10.00	%
Common equity tier 1 capital to risk-weighted assets		363,423	12.67			186,474	6.50
Tier 1 capital to risk-weighted assets		363,423	12.67			229,506	8.00
Tier 1 capital to average assets		363,423	10.12			179,637	5.00


	December 31, 2021
					Regulatory Minimum to
	Actual				be "Well-Capitalized"
(in thousands, except ratios)	Amount		Ratio		Amount		Ratio
Company (consolidated)
Total capital to risk-weighted assets	$	380,690	14.31	%	$	265,997	10.00	%
Common equity tier 1 capital to risk-weighted assets		295,635	11.11			172,898	6.50
Tier 1 capital to risk-weighted assets		316,255	11.89			212,798	8.00
Tier 1 capital to average assets		316,255	8.66			182,536	5.00

Bank
Total capital to risk-weighted assets	$	375,435	14.13	%	$	265,733	10.00	%
Common equity tier 1 capital to risk-weighted assets		351,000	13.21			172,726	6.50
Tier 1 capital to risk-weighted assets		351,000	13.21			212,586	8.00
Tier 1 capital to average assets		351,000	9.62			182,396	5.00

At each date shown, the Company and the Bank met the conditions to be classified as ~~“well capitalized”~~“well-capitalized” under the relevant regulatory framework. To be categorized as ~~well capitalized,~~"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.

~~Effective January 1, 2015, the~~

The Company and the Bank ~~became~~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~~risk-weighted assets and the Company and the Bank each exceed the minimum to be well capitalized. In addition, the final capital rules added a requirement to maintain a minimum conservation buffer, composed of common equity tier 1 capital, of 2.5% of risk-weighted assets, to be phased in over three years and applied to the common equity tier 1 risk-based capital ratio, the Tier 1 risk-based capital ratio and the Total risk-based capital ratio. Accordingly, banking organizations, on a fully phased in basis no later than"well-capitalized." Effective January 1, 2019 all banking organizations must maintain a minimum Common equity tier 1 risk-based capital ratio of ~~7.0%~~6.5%, a minimum Tier 1 risk-based capital ratio of ~~8.5%~~8.0% and a minimum Total risk-based capital ratio of ~~10.5%~~10.0%.

The required minimum conservation buffer began to be phased in incrementally, starting at 0.625% on January 1, 2016 and increasing to 1.25% on January 1, 2017. The buffer will increase to 1.875% on January 1, 2018 and 2.5% on January 1, 2019. The final capital rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the minimum capital conservation buffer is not met.

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At September 30, 2017, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both the Company and the Bank at September 30, 2017 also exceeded the minimum capital requirements including the currently applicable capital conservation buffer of 0.625%.

Accumulated other comprehensive ~~loss~~

(loss) income

Components of accumulated other comprehensive income is, as follows:

(In thousands) September 30, 2017 December 31, 2016
Other accumulated comprehensive income (loss), before tax:

Net unrealized holding gain/(loss) on AFS securities $ 1,849
$ (3,269 )
Net unrealized loss on effective cash flow hedging derivatives (3,570 ) (2,766 )
Net unrealized holding loss on post-retirement plans (577 ) (622 )

Income taxes related to items of accumulated other comprehensive loss:
Net unrealized holding (loss)/gain on AFS securities (695 ) 1,144
Net unrealized loss on effective cash flow hedging derivatives 1,341
968
Net unrealized holding loss on post-retirement plans 217
219
Accumulated other comprehensive loss $ (1,435 ) $ (4,326 )


(in thousands)	June 30, 2022		December 31, 2021
Accumulated other comprehensive income, before tax:
Net unrealized (loss) gain on AFS securities	$	(49,673)	$	2,580
Net unrealized (loss) gain on hedging derivatives		(2,748)		1,130
Net unrealized loss on post-retirement plans		(718)		(718)

Income taxes related to items of accumulated other comprehensive income:
Net unrealized loss (gain) on AFS securities		11,369		(595)
Net unrealized loss (gain) on hedging derivatives		633		(260)
Net unrealized loss on post-retirement plans		166		166
Accumulated other comprehensive (loss) income	$	(40,971)	$	2,303

The following ~~tables~~table presents the components of other comprehensive income (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~2021:


	2022
(in thousands)	Before Tax		Tax Effect		Net of Tax
Three Months Ended June 30, 2022
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(23,409)	$	5,330	$	(18,079)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized loss on AFS securities		(23,409)		5,330		(18,079)

Net unrealized loss on hedging derivatives:
Net unrealized loss arising during the period		(1,997)		460		(1,537)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized loss on cash flow hedging derivatives		(1,997)		460		(1,537)

Net unrealized loss on post-retirement plans:
Net unrealized loss arising during the period		—		—		—
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized loss on post-retirement plans		—		—		—
Other comprehensive loss	$	(25,406)	$	5,790	$	(19,616)

Three Months Ended June 30, 2021
Net unrealized gain on AFS securities:
Net unrealized gain arising during the period	$	3,607	$	(842)	$	2,765
Less: reclassification adjustment for gains (losses) realized in net income		50		(12)		38
Net unrealized gain on AFS securities		3,557		(830)		2,727

Net unrealized gain on derivative hedgess:
Net unrealized gain arising during the period		120		(28)		92
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized gain on cash flow derivative hedges		120		(28)		92

Net unrealized loss on post-retirement plans:
Net unrealized loss arising during the period		—		—		—
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized loss on post-retirement plans		—		—		—
Other comprehensive income	$	3,677	$	(858)	$	2,819

(In thousands) Before Tax Tax Effect Net of Tax
Three Months Ended September 30, 2017

Net unrealized holding gain on AFS securities: x

Net unrealized gain arising during the period $ 531
$ (199 ) $ 332
Less: reclassification adjustment for gains (losses) realized in net income 19
(7 ) 12
Net unrealized holding gain on AFS securities 512
(192 ) 320

Net unrealized loss on cash flow hedging derivatives:
Net unrealized loss arising during the period (84 ) 31
(53 )
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized gain on cash flow hedging derivatives (84 ) 31
(53 )

Net unrealized holding loss on post-retirement plans:
Net unrealized gain/(loss) arising during the period 5
(2 ) 3
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized holding gain/(loss) on post-retirement plans 5
(2 ) 3
Other comprehensive income $ 433
$ (163 ) $ 270

Three Months Ended September 30, 2016

Net unrealized holding gains on AFS securities:

Net unrealized gains arising during the period $ (4,223 ) $ 1,478
$ (2,745 )
Less: reclassification adjustment for gains realized in net income 1,354
(474 ) 880
Net unrealized holding gains on AFS securities (5,577 ) 1,952
(3,625 )

Net unrealized (loss) on cash flow hedging derivatives:

Net unrealized (loss) arising during the period (92 ) 32
(60 )
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized (loss) on cash flow hedging derivatives (92 ) 32
(60 )

Net unrealized holding gain on post-retirement plans:

Net unrealized gain arising during the period 8
(3 ) 5
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized holding gain on post-retirement plans 8
(3 ) 5
Other comprehensive income $ (5,661 ) $ 1,981
$ (3,680 )

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(in thousands)	Before Tax		Tax Effect		Net of Tax
Six Months Ended June 30, 2022
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(52,244)	$	11,962	$	(40,282)
Less: reclassification adjustment for gains (losses) realized in net income		9		(2)		7
Net unrealized loss on AFS securities		(52,253)		11,964		(40,289)

Net unrealized loss on hedging derivatives:
Net unrealized loss arising during the period		(3,878)		893		(2,985)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized gain on hedging derivatives		(3,878)		893		(2,985)

Net unrealized loss on post-retirement plans:
Net unrealized loss arising during the period		—		—		—
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized loss on post-retirement plans		—		—		—
Other comprehensive loss	$	(56,131)	$	12,857	$	(43,274)

Six Months Ended June 30, 2021
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(3,578)	$	830	$	(2,748)
Less: reclassification adjustment for gains realized in net income		50		(12)		38
Net unrealized loss on AFS securities		(3,628)		842		(2,786)

Net unrealized gain on hedging derivatives:
Net unrealized gain arising during the period		2,516		(588)		1,928
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized gain on cash flow hedging derivatives		2,516		(588)		1,928

Net unrealized loss on post-retirement plans:
Net unrealized loss arising during the period		—		—		—
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized loss on post-retirement plans		—		—		—
Other comprehensive income	$	(1,112)	$	254	$	(858)

(In thousands) Before Tax Tax Effect Net of Tax
Nine Months Ended September 30, 2017

Net unrealized holding gain on AFS securities: x

Net unrealized gain arising during the period $ 5,138
$ (1,846 ) $ 3,292
Less: reclassification adjustment for gains (losses) realized in net income 19
(7 ) 12
Net unrealized holding gain on AFS securities 5,119
(1,839 ) 3,280

Net unrealized loss on cash flow hedging derivatives:

Net unrealized loss arising during the period (805 ) 373
(432 )
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized gain on cash flow hedging derivatives (805 ) 373
(432 )

Net unrealized holding loss on post-retirement plans:

Net unrealized gain arising during the period 45
(2 ) 43
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized holding gain on post-retirement plans 45
(2 ) 43
Other comprehensive income $ 4,359
$ (1,468 ) $ 2,891

Nine Months Ended September 30, 2016

Net unrealized holding gains on AFS securities:

Net unrealized gains arising during the period $ 7,530
$ (2,635 ) $ 4,895
Less: reclassification adjustment for gains realized in net income 4,489
(1,571 ) 2,918
Net unrealized holding gains on AFS securities 3,041
(1,064 ) 1,977

Net unrealized (loss) on cash flow hedging derivatives:

Net unrealized (loss) arising during the period (1,309 ) 458
(851 )
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized (loss) on cash flow hedging derivatives (1,309 ) 458
(851 )

Net unrealized holding gain on post-retirement plans:

Net unrealized gain arising during the period 86
(30 ) 56
Less: reclassification adjustment for gains (losses) realized in net income —
—
—
Net unrealized holding gain on post-retirement plans 86
(30 ) 56
Other comprehensive income $ 1,818
$ (636 ) $ 1,182

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The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax impacts, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~2021:


	2022
	Net unrealized		Net gain (loss) on		Net unrealized
	gain (loss)		effective cash		loss
	on AFS		flow hedging		on pension
(in thousands)	Securities		derivatives		plans		Total
Three Months Ended June 30, 2022
Balance at beginning of period	$	(20,225)	$	(578)	$	(552)	$	(21,355)
Other comprehensive loss before reclassifications		(18,079)		(1,537)		0		(19,616)
Less: amounts reclassified from accumulated other comprehensive income		0		0		0		0
Total other comprehensive income		(18,079)		(1,537)		0		(19,616)
Balance at end of period	$	(38,304)	$	(2,115)	$	(552)	$	(40,971)

Three Months Ended June 30, 2021
Balance at beginning of period	$	4,510	$	(30)	$	(1,418)	$	3,062
Other comprehensive gain before reclassifications		2,765		92		0		2,857
Less: amounts reclassified from accumulated other comprehensive income		38		0		0		38
Total other comprehensive income		2,727		92		0		2,819
Balance at end of period	$	7,237	$	62	$	(1,418)	$	5,881

Six Months Ended June 30, 2022
Balance at beginning of period	$	1,985	$	870	$	(552)	$	2,303
Other comprehensive loss before reclassifications		(40,282)		(2,985)		0		(43,267)
Less: amounts reclassified from accumulated other comprehensive income		7		0		0		7
Total other comprehensive loss		(40,289)		(2,985)		0		(43,274)
Balance at end of period	$	(38,304)	$	(2,115)	$	(552)	$	(40,971)

Six Months Ended June 30, 2021
Balance at beginning of period	$	10,023	$	(1,866)	$	(1,418)	$	6,739
Other comprehensive (loss) gain before reclassifications		(2,748)		1,928		0		(820)
Less: amounts reclassified from accumulated other comprehensive income		38		0		0		38
Total other comprehensive loss		(2,786)		1,928		0		(858)
Balance at end of period	$	7,237	$	62	$	(1,418)	$	5,881

Table of Contents

(in thousands)
Net unrealized
holding gain
on AFS Securities

Net loss on
effective cash
flow hedging derivatives

Net unrealized
holding loss
on pension plans
Total
Three Months Ended September 30, 2017

Balance at beginning of period $ 836
$ (2,177 ) $ (364 ) $ (1,705 )
Other comprehensive gain(loss) before reclassifications 332
(53 ) 3
282
Less: amounts reclassified from accumulated other comprehensive income 12
—
—
12
Total other comprehensive income 320
(53 ) 3
270
Balance at end of period $ 1,156
$ (2,230 ) $ (361 ) $ (1,435 )

Three Months Ended September 30, 2016
Balance at beginning of period $ 11,315
$ (2,412 ) $ (412 ) $ 8,491
Other comprehensive gain before reclassifications (2,745 ) (60 ) 5
(2,800 )
Less: amounts reclassified from accumulated other comprehensive income 880
—
—
880
Total other comprehensive income (3,625 ) (60 ) 5
(3,680 )
Balance at end of period $ 7,690
$ (2,472 ) $ (407 ) $ 4,811

Nine Months Ended September 30, 2017
Balance at beginning of period $ (2,124 ) $ (1,798 ) $ (404 ) $ (4,326 )
Other comprehensive gain(loss) before reclassifications 3,292
(432 ) 43
2,903
Less: amounts reclassified from accumulated other comprehensive income 12
—
—
12
Total other comprehensive income 3,280
(432 ) 43
2,891
Balance at end of period $ 1,156
$ (2,230 ) $ (361 ) $ (1,435 )

Nine Months Ended September 30, 2016

Balance at beginning of period $ 5,713
$ (1,621 ) $ (463 ) $ 3,629
Other comprehensive gain before reclassifications 4,895
(851 ) 56
4,100
Less: amounts reclassified from accumulated other comprehensive income 2,918
—
—
2,918
Total other comprehensive income 1,977
(851 ) 56
1,182
Balance at end of period $ 7,690
$ (2,472 ) $ (407 ) $ 4,811

The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income ~~(loss)~~ for ~~the~~ three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016:~~

2021:


	Three Months Ended June 30,				Six Months Ended June 30,				Affected Line Item where
(in thousands)	2022		2021		2022		2021		Net Income is Presented
Net realized gains on AFS securities:
Before tax⁽¹⁾	$	—	$	50	$	9	$	50	Non-interest income
Tax effect		—		(12)		(2)		(12)	Tax expense
Total reclassifications for the period	$	—	$	38	$	7	$	38

	Three Months Ended June 30,				Six Months Ended June 30,				Affected Line Item where
(in thousands)	2022		2021		2022		2021		Net Income is Presented
Net realized loss on hedging derivatives:
Before tax	$	—	$	—	$	4,852	$	1,486	Non-interest income
Tax effect		—		—		(917)		(355)	Tax expense
Total reclassifications for the period	$	—	$	—	$	3,935	$	1,131

Three Months Ended September 30, Affected Line Item in the Statement where Net Income is Presented
(in thousands) 2017 2016
Realized gains on AFS securities:

$ 19
$ 1,354
Non-interest income
(7 ) (474 ) Tax expense
Total reclassifications for the period $ 12
$ 880
Net of tax

(1)	There were 0 net realized gains or losses for the three months ended June 30, 2021. Net realized gains before tax include $9 thousand realized gains for the six months ended June 30, 2022 and 0 gross realized losses.

Nine Months Ended September 30, Affected Line Item in the Statement where Net Income is Presented
(in thousands) 2017 2016
Realized gains on AFS securities:

$ 19
$ 4,489
Non-interest income
(7 ) (1,571 ) Tax expense
Total reclassifications for the period $ 12
$ 2,918
Net of tax

NOTE 9.7. EARNINGS PER SHARE

~~Earnings~~

The following table presents the calculation of earnings per ~~share have been computed based on the following (average diluted shares outstanding are calculated using the treasury stock method):~~

Table of Contents

NOTE ~~10.~~8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

~~As part of its overall asset and liability management strategy, the Bank periodically uses~~

We use derivative instruments to minimize ~~significant unplanned~~ fluctuations in earnings and cash flows caused by interest rate volatility. ~~The Bank’s~~Our interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so ~~that~~the changes in interest rates do not have a significant effect on net interest income.

~~The Company recognizes its~~ Thus, all of our derivative contracts are considered to be interest rate contracts.

We recognize our derivative instruments on the consolidated balance sheet at fair value. On the date the derivative instrument is entered into, ~~the Bank designates~~we designate whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). ~~The Bank~~We formally ~~documents~~document relationships between hedging instruments and hedged items, as well as ~~its~~our risk management objective and strategy for undertaking hedge transactions. ~~The Bank~~We also assesses,

both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items.

Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss. ~~Any ineffective portion is recorded~~

We offer derivative products in ~~earnings. The Bank discontinues hedge accounting when it is determined that~~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) with financial institution counterparties or Risk Participation Agreements (RPA) with commercial bank counterparties, for which we assumes a pro rata share of the credit exposure associated with a borrower's performance related to the derivative ~~is no longer effective in offsetting changes of~~contract with the ~~hedged risk on the hedged item, or management determines that the designation of the derivative as a hedging instrument is no longer appropriate.~~

~~Information~~counterparty.

The following tables present information about derivative assets and liabilities at ~~September~~June 30, ~~2017, follows:~~2022 and December 31, 2021:


	June 30, 2022
			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		2.8	$	3,513	Other assets
Interest rate swap on variable rate loans		50,000		4.0		(3,754)	Other liabilities
Total cash flow hedges		125,000				(241)

Fair value hedges:
Interest rate swap on securities		37,190		7.3		3,154	Other assets
Total fair value hedges		37,190				3,154

Economic hedges:
Forward sale commitments		7,000		—		(11)	Other liabilities
Customer Loan Swaps-MNA Counterparty		191,757		6.6		(14,000)	Other liabilities
Customer Loan Swaps-RPA Counterparty		107,103		7.1		(364)	Other liabilities
Customer Loan Swaps-Customer		298,860		6.8		14,364	Other assets
Total economic hedges		604,720				(11)

Non-hedging derivatives:
Interest rate lock commitments		3,324		0.3		50	Other assets
Total non-hedging derivatives		3,324				50

Total	$	770,234			$	2,952

Weighted Average Maturity Estimated Fair Value Asset (Liability)

Notional
Amount

(In thousands) (In years) (In thousands)
Cash flow hedges:

Interest rate caps agreements $ 90,000
5.4 $ 793
Total cash flow hedges 90,000
5.4 793

Economic hedges:

Forward sale commitments 16,547
0.2 (173 )
Total economic hedges 16,547
0.2 (173 )

Non-hedging derivatives:

Interest rate lock commitments 16,742
0.2 16
Total non-hedging derivatives 16,742
0.2 16

Total $ 123,289
$ 636


	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)

As of June 30, 2022 and December 31, ~~2016,~~2021, the ~~Company had interest rate cap agreements totaling $90 million (notional amount), with a weighted average maturity of 6.1 years, and an estimated~~following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges:


				Cumulative Amount of Fair
	Location of Hedged Item on	Carrying Amount of Hedged		Value Hedging Adjustment in
	Balance Sheet	Assets		Carrying Amount
June 30, 2022
Interest rate swap on securities	Securities Available for Sale	$	31,530	$	(5,660)

December 31, 2021
Interest rate swap on securities	Securities Available for Sale	$	39,726	$	2,536

Table of ~~$1,748.~~Contents

Information about derivative assets and liabilities for the three and ~~nine~~six months eneded June 30, 2022 and December 31, 2021, follows:


	Three Months Ended June 30, 2022
	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	$	605	Interest expense	$	—	Interest expense	$	(28)
Interest rate swap on variable rate loans		(510)	Interest income		—	Interest income		(17)
Total cash flow hedges		95			—			(45)

Fair value hedges:
Interest rate swap on securities		(1,632)	Interest income		—	Interest income		(68)
Total fair value hedges		(1,632)			—			(68)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		(213)
Total economic hedges		—			—			(213)

Non-hedging derivatives:
Interest rate lock commitments		—	Other expense		—	Mortgage banking income		55
Total non-hedging derivatives		—			—			55

Total	$	(1,537)		$	—		$	(271)

Table of Contents


	Six Months Ended June 30, 2022
	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	$	2,796	Interest expense	$	—	Interest expense	$	(141)
Interest rate swap on variable rate loans		(2,308)	Interest income		—	Interest income		(1)
Total cash flow hedges		488			—			(142)

Fair value hedges:
Interest rate swap on securities		(3,473)	Interest income		—	Interest income		(203)
Total fair value hedges		(3,473)			—			(203)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		(26)
Total economic hedges		—			—			(26)

Non-hedging derivatives:
Interest rate lock commitments		—	Other income		—	Mortgage banking income		(233)
Total non-hedging derivatives		—			—			(233)

Total	$	(2,985)		$	—		$	(604)

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	Three Months Ended June 30, 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	$	(6)	Interest expense	$	—	Interest expense	$	(196)
Interest rate swap on variable rate loans		221	Interest income			Interest income		89
Total cash flow hedges		215			—			(107)

Fair value hedges:
Interest rate swap on securities		(122)	Interest income		—	Interest income		(140)
Total economic hedges		(122)			—			(140)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		40
Total economic hedges		—			—			40

Non-hedging derivatives:
Interest rate lock commitments		—	Other income		—	Mortgage banking income		(20)
Total non-hedging derivatives		—			—			(20)

Total	$	93		$	—		$	(227)

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	Six Months Ended June 30, 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⁽¹⁾		Comprehensive Income	Income		Income	in Income
Cash flow hedges:
Interest rate swap on wholesale funding	$	981	Interest expense	$	—	Interest expense	$	(384)
Interest rate swap on variable rate loans		8	Interest income			Interest income		97
Total cash flow hedges		989			—			(287)

Fair value hedges:
Interest rate swap on securities		941	Interest income		—	Interest income		(276)
Total economic hedges		941			—			(276)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		50
Total economic hedges		—			—			50

Non-hedging derivatives:
Interest rate lock commitments		—	Other income		—	Mortgage banking income		4
Total non-hedging derivatives		—			—			4

Total	$	1,930		$	—		$	(509)

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The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the three and six months ended ~~September~~June 30, ~~2017~~2022 and ~~September 30, 2016, follows:~~2021:


	Three Months Ended June 30, 2022
	Interest and Dividend Income				Interest Expense
(in thousands)	Loans		Securities and other		Deposits		Borrowings		Non-interest Income
Income and expense line items presented in the consolidated statements of income	$	24,581	$	4,207	$	1,195	$	1,074	$	8,961

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(28)		—
Interest rate swap on variable rate loans		(17)		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(68)		—		—		—

	Three Months Ended June 30, 2021
	Interest and Dividend Income				Interest Expense
(in thousands)	Loans		Securities and other		Deposits		Borrowings		Non-interest Income
Income and expense line items presented in the consolidated statements of income	$	23,191	$	3,992	$	2,603	$	1,826	$	9,505

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(196)		—
Interest rate swap on variable rate loans		89		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(140)		—		—		—

Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2017 2016 2017 2016
Cash flow hedges:
Interest rate cap agreements
Realized in interest expense $ 74
$ 14
$ 168
$ 24

Economic hedges:

Forward commitments

Realized loss in other non-interest income 58
—
(29 ) —

Non-hedging derivatives:


Interest rate lock commitments


Realized loss in other non-interest income 19
—
(5 ) —


	Six Months Ended June 30, 2022
	Interest and Dividend Income				Interest Expense
(in thousands)	Loans		Securities and other		Deposits		Borrowings		Non-interest Income
Income and expense line items presented in the consolidated statements of income	$	47,252		8,033	$	2,384		2,084	$	18,270

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(141)		—
Interest rate swap on variable rate loans		(1)		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(203)		—		—		—

	Six Months Ended June 30, 2021
	Interest and Dividend Income				Interest Expense
(in thousands)	Loans		Securities and other		Deposits		Borrowings		Non-interest Income
Income and expense line items presented in the consolidated statements of income	$	47,396		7,971	$	5,554		3,637	$	19,753

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(384)		—
Interest rate swap on variable rate loans		97		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(276)		—		—		—

Cash flow hedges

~~In 2014,~~

Interest rate swaps on wholesale funding

As of June 30, 2022 we have 2 interest rate ~~cap agreements were purchased~~swaps on wholesale borrowings (the "SWAPS") to limit ~~the Bank’s~~our exposure to rising interest rates over a five-year term on ~~four rolling, three-month~~3-month FHLB borrowings ~~indexed to three month LIBOR. Under the terms~~or brokered certificates, or a combination thereof at each maturity date. The first of the 2 agreements ~~the Bank paid total premiums~~were entered in November 2019 with a $50.0 million notional amount and pays a fixed interest rate of ~~$4,566 for the right to receive cash flow payments if 3-month LIBOR rises above the caps~~1.53%. A second agreement was entered on April 2020 with a $25.0 million notional amount and pays a fixed rate of ~~3.00%, thus effectively ensuring~~0.59%. The financial institution counterparty pays us interest ~~expense~~ on the ~~borrowings at maximum rates of 3.00% for~~three-month LIBOR rate. We designated the ~~duration of the agreements. The interest rate cap agreements were designated~~swaps as cash flow hedges.

Interest rate swap on variable rate loans

We have an interest rate swap that effectively fixes our interest rate on $50 million of 1 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 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 our variable rate loan assets equal to $50 million. We designated the swap as a cash flow hedge.

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Fair value hedges

Interest rate swap on securities

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. We 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 ~~rate cap agreements~~rates to LIBOR-based variable interest rates. These derivatives are ~~included in other assets~~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, we entered into 8 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 ~~Company’s consolidated balance sheets. Changes in the~~ fair ~~value, representing unrealized gains or losses, are recorded in accumulated other comprehensive income, net~~values of ~~tax.~~fixed rate securities. The ~~premiums paid~~fixed rates on the ~~interest rate cap agreements are being recognized as increases in interest expense over the duration~~transactions have a weighted average of ~~the agreements using the caplet method.~~

1.696%.

Economic hedges

~~The Company utilizes~~

Forward sale commitments

We 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 with changes in fair value recorded in current period earnings. The Company~~derivatives. We typically ~~uses~~use a combination of best efforts and mandatory delivery contracts. The contracts ~~which~~ are loan sale agreements where ~~the Company commits~~we 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 may~~we enter into ~~mandatory delivery~~ contracts ~~shortly after~~just prior to the loan ~~closes~~closing with a customer.

Customer loan derivatives

We enter into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. We 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 our consolidated balance sheet. We are party to master netting arrangements with our financial institutional counterparties; however, we 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.


	Gross Amounts Offset in the Consolidated Balance Sheet
	Derivative				Cash Collateral
(in thousands)	Liabilities		Derivative Assets		Pledged		Net Amount
As of June 30, 2022
Customer Loan Derivatives:
MNA counterparty	$	(14,000)	$	14,000	$	—	$	—
RPA counterparty		(364)		364		—		—
Total	$	(14,364)	$	14,364	$	—	$	—


	Gross Amounts Offset in the Consolidated Balance Sheet
	Derivative				Cash Collateral
(in thousands)	Liabilities		Derivative Assets		Pledged		Net Amount
As of December 31, 2021
Customer Loan Derivatives:
MNA counterparty	$	(9,429)	$	9,429	$	12,000	$	12,000
RPA counterparty		(4,421)		4,421		—		—
Total	$	(13,850)	$	13,850	$	12,000	$	12,000

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Non-hedging derivatives

~~The Company enters~~

Interest rate lock commitments

We enter into interest rate lock commitments ~~(“IRLCs”)~~(IRLCs) for residential mortgage loans, which commit ~~the Company~~us to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs ~~that~~ relate to the origination of residential mortgage loans that ~~will be~~are held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose ~~the Company~~us 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-standing~~free standing derivatives which are carried at fair value with changes recorded in ~~noninterest~~non-interest income in ~~the Company’s consolidated statements~~our Consolidated Statements of ~~income.~~Income. Changes in the fair value of IRLCs subsequent to inception are based onon; (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability ~~that~~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.

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NOTE ~~11.~~9. 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 ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016,~~2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair ~~value.~~

September 30, 2017
Level 1 Level 2 Level 3 Total
(In thousands) Inputs Inputs Inputs Fair Value
Available for sale securities:
Obligations of US Government sponsored enterprises $ —
$ 6,979
$ —
$ 6,979
Mortgage-backed securities:
  US Government-sponsored enterprises —
437,957
—
437,957
  US Government agency —
102,138
—
102,138
  Private label —
719
—
719
Obligations of states and political subdivisions thereof —
141,982
—
141,982
Corporate bonds —
28,684
—
28,684
Derivative assets —
793
16
809
Derivative liabilities —
—
(173 ) (173 )

December 31, 2016
Level 1 Level 2 Level 3 Total
(In thousands) Inputs Inputs Inputs Fair Value
Available for sale securities:
Obligations of US Government sponsored enterprises $ —
$ —
$ —
$ —
Mortgage-backed securities:
  US Government-sponsored enterprises —
328,452
—
328,452
  US Government agency —
76,906
—
76,906
  Private label —
1,132
—
1,132
Obligations of states and political subdivisions thereof —
122,366
—
122,366
Corporate bonds —
—
—
—
Derivative assets —
1,748
—
1,748

value:


	June 30, 2022
	Level 1		Level 2		Level 3		Total
(in thousands)	Inputs		Inputs		Inputs		Fair Value
Available for sale securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	—	$	227,362	$	—	$	227,362
US Government agency		0		84,972		0		84,972
Private label		—		71,911		—		71,911
Obligations of states and political subdivisions thereof		0		115,967		0		115,967
Corporate bonds		0		85,930		0		85,930
Loans held for sale		—		3,539		—		3,539
Derivative assets		0		21,031		50		21,081
Derivative liabilities		0		(18,118)		(11)		(18,129)


	December 31, 2021
	Level 1		Level 2		Level 3		Total
(in thousands)	Inputs		Inputs		Inputs		Fair Value
Available for sale securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	—	$	236,117	$	—	$	236,117
US Government agency		—		79,637		—		79,637
Private label		—		68,695		—		68,695
Obligations of states and political subdivisions thereof		—		141,776		—		141,776
Corporate bonds		—		92,051		—		92,051
Loans held for sale		—		5,523		—		5,523
Derivative assets		—		13,850		298		14,148
Derivative liabilities		—		(15,257)		—		(15,257)

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 obtains~~we 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. 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’s loans held for sale are determined on an individual basis using quoted secondary market prices and are classified as Level 2 measurements.

Derivative Assets and Liabilities

Cash Flow Hedges. The valuation of our 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 cash flow hedges are all classified as Level 2 measurements.

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Interest Rate Lock Commitments. ~~The Company enters~~ We enter into IRLCs for residential mortgage loans, which commit ~~the Company~~us to lend funds to a potential ~~borrower~~borrowers 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 ~~that the~~of a loan in a lock position will ultimately close. The closing ratio is derived from ~~the Bank’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’s~~ mandatory 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 ~~factors that are not observable.~~observable factors. As such, mandatory delivery forward commitments are classified as Level 3 measurements.

Customer Loan Derivatives. The valuation of our 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. We incorporate credit valuation adjustments to appropriately reflect our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the derivative contracts for the effect of nonperformance risk, we have considered the impact of master netting arrangements and any applicable credit enhancements, such as collateral postings.

Although we have determined that the majority of the inputs used to value customer loan derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and counterparties. However, as of June 30, 2022, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017.~~

Assets (Liabilities)
Interest Rate
Lock Forward
(In thousands) Commitments Commitments
Three Months Ended September 30, 2017

June 30, 2017 $ (3 ) $ (231 )
Realized gain recognized in non-interest income 19
58
September 30, 2017 $ 16
$ (173 )

Nine Months Ended September 30, 2017

December 31, 2016 $ —
$ —
Acquisition of Lake Sunapee Bank, January 13, 2017 96
23
Goodwill adjustment Lake Sunapee Bank Merger (75 ) (167 )
Realized (loss) recognized in non-interest income (5 ) (29 )
September 30, 2017 $ 16
$ (173 )

2022:


	Assets (Liabilities)
	Interest Rate Lock		Forward
(in thousands)	Commitments		Commitments
Three Months Ended June 30, 2022
Balance at beginning of period	$	(5)	$	15
Realized gain (loss) recognized in non-interest income		55		(26)
Balance at end of period	$	50	$	(11)

Three Months Ended June 30, 2021
Balance at beginning of period	$	46	$	(85)
Realized (loss) gain recognized in non-interest income		(21)		40
Balance at end of period	$	25	$	(45)

Six Months Ended June 30, 2022
Balance at beginning of period	$	283	$	15
Realized loss recognized in non-interest income		(233)		(26)
Balance at end of period	$	50	$	(11)

Six Months Ended June 30, 2021
Balance at beginning of period	$	22	$	(95)
Realized gain recognized in non-interest income		3		50
Balance at end of period	$	25	$	(45)

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

Fair Value

Significant

June 30,

December 31,

Valuation

Unobservable

(in thousands, except ratios)

2022

2021

Techniques

Inputs

Input Value

Assets (Liabilities)

Interest Rate Lock Commitment

283

Pull-through Rate Analysis

Closing Ratio

Pricing Model

Origination Costs, per loan

1.7

Discount Cash Flows

Mortgage Servicing Asset

1.0

Forward Commitments

(11)

Quoted prices for similar loans in active markets

Freddie Mac pricing system

$99.3 to $102.8

Total

298

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(In thousands, except ratios) Fair Value
September 30, 2017 Valuation Techniques Unobservable Inputs
Significant
Unobservable Input
Value
Assets (Liabilities)

Interest Rate Lock Commitment $ 16
Historical trend Closing Ratio 90 %
Pricing Model Origination Costs, per loan $ 1.7

Forward Commitments (173 ) Quoted prices for similar loans in active markets. Freddie Mac pricing system Pair-off contract price
Total $ (157 )

Non-Recurring Fair Value Measurements

~~The Company is~~

We 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.~~ measurements:



	June 30, 2022		December 31, 2021		Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		Fair Value Measurement Date as of June 30, 2022
	Level 3		Level 3		Total		Total		Level 3
(in thousands)	Inputs		Inputs		Gains (Losses)		Gains (Losses)		Inputs
Assets
Individually evaluated loans	$	13,610	$	17,932	$	0	$	(4,322)	June 2022
Capitalized servicing rights		7,043		5,263		265		1,780	June 2022
Premises held for sale		327		226		0		101	February 2022
Total	$	20,980	$	23,421	$	265	$	(2,441)

There are no0 liabilities measured at fair value on a non-recurring ~~basis.~~basis in 2022 and 2021.

Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets is, as follows:

Fair Value
(in thousands, except ratios) September 30, 2017 Valuation Techniques Unobservable Inputs Range (Weighted Average) (a)
Assets

Impaired loans $ 3,489
Fair value of collateral - appraised value Loss severity 0% to 63%
Appraised value $0 to $1,170

Impaired loans 6,762
Discount cash flow Discount rate 0% to 18%
Cash flows $0 to $1,046

Capitalized servicing rights 3,871
Discounted cash flow Constant prepayment rate (CPR) 12.42 %
Discount rate 10.11 %

Other real estate owned 122
Fair value of collateral Appraised value
$122
Total $ 14,244

Fair Value
(in thousands) December 31, 2016 Valuation Techniques Unobservable Inputs Range (Weighted Average) (a)
Assets

Impaired loans $ 3,268
Fair value of collateral - appraised value Loss severity 0% to 51%
Appraised value $0 to $1,732

Impaired loans 3,441
Discount cash flow Discount rate 3.25% to 18.25%
Cash flows $6 to $861

Capitalized servicing rights 5
Discounted cash flow Constant prepayment rate (CPR) 17.09 %
Discount rate 7.55 %

Other real estate owned 90
Fair value of collateral Appraised value 120
Total $ 6,804

There were no Level 1 or Level 2 non-recurring fair value measurements for the periods ended ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016.~~2021.

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Individually evaluated loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, ~~the Company records~~we 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, ~~nonrecurring~~non-recurring fair value measurement adjustments ~~that relate~~relating to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral ~~that supports~~supporting 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.~~Company. Upon assuming the real estate, ~~the Company records~~we 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. Assets held for sale, identified as part of our 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.~~ Instruments

The estimated fair values, and related carrying amounts, of ~~the Company’s~~our financial instruments ~~follow.~~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.


	June 30, 2022
	Carrying		Fair
(in thousands)	Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	67,116	$	67,116	$	67,116	$	—	$	—
Securities available for sale		586,142		586,142		—		586,142		—
FHLB stock		6,572		6,572		—		6,572		—
Loans held for sale		3,539		3,539		—		3,539		—
Net loans		2,703,518		2,620,097		—		—		2,620,097
Accrued interest receivable		3,124		3,124		—		3,124		—
Cash surrender value of bank-owned life insurance policies		80,262		80,262		—		80,262		—
Derivative assets		21,081		21,081		—		21,031		50

Financial Liabilities
Non-maturity deposits	$	2,716,639	$	2,476,000	$	—	$	2,476,000	$	—
Time deposits		361,906		355,000		—		355,000		—
Securities sold under agreements to repurchase		18,754		18,754		—		18,754		—
FHLB advances		98,593		98,248		—		98,248		—
Subordinated borrowings		60,206		69,722		—		69,722		—
Derivative liabilities		18,129		18,129		—		18,118		11


	December 31, 2021
	Carrying		Fair
(in thousands)	Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	250,389	$	250,389	$	250,389	$	—	$	—
Securities available for sale		618,276		618,276		—		618,276		—
FHLB stock		7,384		7,384		—		7,384		—
Loans held for sale		5,523		5,523		—		5,523		—
Net loans		2,509,192		2,442,741		—		—		2,442,741
Accrued interest receivable		2,712		2,712		—		2,712		—
Cash surrender value of bank-owned life insurance policies		79,020		79,020		—		79,020		—
Derivative assets		14,148		14,148		—		13,850		298

Financial Liabilities
Non-maturity deposits	$	2,623,012	$	2,853,000	$	—	$	2,853,000	$	—
Time deposits		425,532		424,000		—		424,000		—
Securities sold under agreements to repurchase		19,802		19,802		—		19,802		—
FHLB advances		98,598		98,439		—		98,439		—
Subordinated borrowings		60,124		61,884		—		61,884		—
Derivative liabilities		15,257		15,257		—		15,257		—

September 30, 2017
(In thousands)
Carrying
Amount

Fair
Value
Level 1 Level 2 Level 3
Financial Assets

Cash and cash equivalents $ 48,724
$ 48,724
$ 48,724
$ —
$ —
Securities available for sale 718,459
718,459
—
718,459
—
FHLBB bank stock 37,107
37,107
—
37,107
—
Net loans 2,416,912
2,392,284
—
—
2,392,284
Accrued interest receivable 3,194
3,194
—
3,194
—
Cash surrender value of bank-owned life insurance policies 57,613
57,613
—
57,613
—
Derivative assets 809
809
—
793
16

Financial Liabilities
Total deposits $ 2,275,109
$ 2,250,483
$ —
$ 2,250,483
$ —
Securities sold under agreements to repurchase 41,600
41,578
—
41,578
—
Federal Home Loan Bank advances 733,982
733,632
—
733,632
—
Subordinated borrowings 38,048
38,048
—
38,048
—
Junior subordinated borrowings 5,000
3,564
—
3,564
—
Derivative liabilities (173 ) (173 ) —
—
(173 )

December 31, 2016
(In thousands) Carrying
Amount Fair
Value Level 1 Level 2 Level 3
Financial Assets

Cash and cash equivalents $ 8,439
$ 8,439
$ 8,439
$ —
$ —
Securities available for sale 528,856
528,856
—
528,856
—
FHLBB bank stock 25,331
25,331
—
25,331
—
Net loans 1,118,645
1,100,601
—
—
1,100,601
Accrued interest receivable 6,051
6,051
—
6,051
—
Cash surrender value of bank-owned life insurance policies 24,450
24,450
—
24,450
—
Derivative assets 1,748
1,748
—
1,748
—

Financial Liabilities
Total deposits $ 1,050,300
$ 1,048,932
$ —
$ 1,048,932
$ —
Securities sold under agreements to repurchase 21,780
21,773
—
21,773
—
Federal Home Loan Bank advances 509,816
509,793
—
509,793
—
Subordinated borrowings —
—
—
—
—
Junior subordinated borrowings —
3,560
—
3,560
—

~~Other than as discussed above, the following methods~~

NOTE 10. REVENUE FROM CONTRACTS WITH CUSTOMERS

We account for our various non-interest revenue streams and ~~assumptions were used by management to estimate the fair value of significant classes of financial instruments for which it is practicable to estimate that value.~~

~~Cash and cash equivalents.~~ ~~Carrying value is assumed to represent fair value for cash and cash equivalents that have original maturities of ninety days or less.~~

~~FHLBB bank stock and restricted securities.~~ ~~Carrying value approximates fair value based on the redemption provisions of the issuers.~~

~~Cash surrender value of life insurance policies.~~ ~~Carrying value approximates fair value.~~

~~Loans, net.~~ ~~The carrying value of the loans in the loan portfolio~~related contracts under ASC 606. Revenue from contracts with customers is based on the ~~cash flows~~consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue is recognized when we satisfy our performance obligation, which is generally when services are rendered and can be either satisfied at a point in time or over time. We recognize revenue at a point in time that is transactional in nature. We recognize revenue over time that is earned as services are performed and performance obligations are satisfied over time.

A substantial portion of our revenue is specifically excluded from the scope of Topic 606. This exclusion is associated with financial instruments, including interst income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales.

Disaggregation of Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Major Products/Service Lines
Trust management fees	$	3,462	$	3,474	$	6,865	$	6,649
Financial services fees		367		327		718		818
Interchange fees		1,921		1,915		3,895		3,627
Customer deposit fees		1,470		1,130		2,841		2,179
Other customer service fees		265		212		536		421
Total	$	7,485	$	7,058	$	14,855	$	13,694


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Timing of Revenue Recognition
Products and services transferred at a point in time	$	3,978	$	3,570	$	7,735	$	6,856
Products and services transferred over time		3,507		3,488		7,120		6,838
Total	$	7,485	$	7,058	$	14,855	$	13,694

Trust Management Fees

The trust management business generates revenue through a range of fiduciary services including trust and estate administration, financial advice, and investment management to individuals, businesses, not-for-profit organizations, and municipalities. These fees are primarily earned over time as we charge our customers on a monthly or quarterly basis in accordance with investment advisory agreements. Fees are generally assessed based on a tiered scale of the ~~loans discounted~~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. We 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

We 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.

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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 at a point in time upon the completion of the service.

Other Customer Service Fees

We 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. We also earn a percentage of the fees generated from third-party credit card plans promoted through the Bank. Revenue from these incentive and referral fee arrangements are recognized over ~~their respective loan origination rates.~~ time using the right to invoice measure of progress.

Contract Balances from Contracts with Customers

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

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 ~~adjusted~~deducted directly from customer accounts and, therefore, there is no associated impact on the accounts receivable balance. For certain types of service contracts, we have an unconditional right to consideration under the service contract and an accounts receivable balance is recorded for ~~substandard~~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 ~~special mention loans~~all revenue recognition criteria have been met.

Costs to ~~factor~~Obtain and Fulfill a Contract

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

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NOTE 11. 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. Most of our leases are for branches, ATM locations, and office space and have terms extending through 2040. All leases are classified as operating leases, and are recognized on the consolidated balance sheets as a right- of-use (“ROU”) asset with a corresponding lease liability.

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


(in thousands)	Classification	June 30, 2022		December 31, 2021
Lease Right-of-Use Assets
Operating lease right-of-use assets	Other assets	$	8,681	$	9,274

Lease Liabilities
Operating lease liabilities	Other liabilities		9,080		9,643

The calculated amount of the ROU assets and lease liabilities in the ~~loan’s credit standing. The fair~~table above are impacted by the length of the lease term and the discount rate used for the present value of the ~~loans is estimated by discounting future cash flows using~~minimum lease payments. The lease agreements often include one or more options to renew at our discretion. If at lease inception, we consider the ~~current interest rates at which similar loans with similar terms would~~exercising of a renewal option to be ~~made to borrowers of similar credit quality.~~

~~Accrued interest receivable.~~ ~~Carrying value approximates fair value.~~

~~Deposits.~~ ~~The fair value of demand, non-interest bearing checking, savings and money market deposits is determined as~~reasonably certain, we will include the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting the estimated future cash flows using market rates offered for deposits of similar remaining maturities.

~~Borrowed funds.~~ ~~The fair value of borrowed funds is estimated by discounting the future cash flows using market rates for similar borrowings. Such funds include all categories of debt and debentures~~extended term in the calculation of the ROU asset and lease liability.

The following table ~~above.~~

~~Subordinated borrowings.~~presents the weighted average lease term and discount rate of the leases:


	June 30, 2022		December 31, 2021
Weighted-average remaining lease term (in years)
Operating leases	7.61		8.03

Weighted-average discount rate
Operating leases	3.09	%	3.07	%

The ~~Company utilizes a pricing service along with internal models to estimate the valuation of its junior subordinated debentures. The junior subordinated debentures re-price every ninety days.~~

~~Off-balance-sheet financial instruments.~~ ~~Off-balance-sheet financial instruments include standby letters of credit~~following table represents lease costs and other ~~financial guarantees~~lease information. As we have elected, for all classes of underlying assets, not to separate lease and ~~commitments considered immaterial~~non-lease components and instead to account for them as a single lease component, the ~~Company’s financial statements.~~variable lease cost primarily represents variable payments such as real estate taxes, common area maintenance and utilities.


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Lease Costs
Operating lease cost	$	335	$	322	$	656	$	642
Variable lease cost		62		55		274		136
Total lease cost	$	397	$	377	$	930	$	778

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Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2022 are, as follows:


(in thousands)	Payments
Twelve Months Ended:
June 30, 2023	$	1,345
June 30, 2024		1,353
June 30, 2025		1,186
June 30, 2026		1,073
June 30, 2027		913
Thereafter		3,618
Total future minimum lease payments		9,488
Amounts representing interest		(408)
Present value of net future minimum lease payments	$	9,080

~~NOTE 12. SUBSEQUENT EVENTS~~

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~~On October 11, 2017 the Company sold its insurance company McCrillis & Eldredge Insurance, Inc. to Cross Insurance, the sale did not have a significant impact to the Company's balance sheet position.~~

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

GENERAL

~~Management’s~~

The following is management’s discussion and analysis of ~~financial condition and~~the major factors that influenced our results of operations ~~is intended to assist in understanding the~~and financial condition as of and ~~results of operations of~~for the ~~Company. The following discussion~~three and six months ended June 30, 2022. This analysis should be read in conjunction with our Annual Report on Form 10-K for the ~~Company’s~~year ended December 31, 2021 and with the unaudited consolidated financial statements and ~~the~~ notes thereto ~~appearing~~set forth in ~~Part I, Item 1 of~~ this document and with the Company’s consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2016 AnnualQuarterly Report on Form 10-K. In the following discussion, income statement comparisons are against the same period of the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results10-Q for the ~~year 2017 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable.~~

quarterly period ended June 30, 2022.

Bar Harbor Bankshares (the "Company" or “we”) is the parent company of Bar Harbor Bank & Trust ~~a true~~(the "Bank”), which is the only community bank headquartered in Northern New England with branches in Maine, New Hampshire and Vermont. The ~~Company’s~~Bank is a regional community bank that thinks differently about banking. The 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. Having recently celebrated the 135th anniversary of our founding, we remain focused on helping our customers achieve their goals as the key to the Bank’s success. With over 500 dedicated professionals and more than 50 locations, 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 ~~among~~one of the ~~most profitable~~top performing banks in New England, and ~~its~~our 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 culture~~

~~Strong commitment to risk management while balancing growth and earnings~~

~~Service and sales driven culture with a focus on core business growth~~

~~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

	●
~~• Community bank with $3.5 billion in assets~~ ~~• 53 branches~~ ~~• Commercial banking, retail banking~~Geography, heritage, and ~~wealth management~~	performance are key while remaining true to a community-focused culture

~~FORWARD-LOOKING STATEMENTS~~

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities 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 from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. These forward-looking statements are subject to significant 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 risks and uncertainties disclosed from time to time in documents that the Company files with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the Risk Factors in Item 1A of this report. Because of these and other uncertainties, the Company’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, the Company's past results of operations do not necessarily indicate future results.

Additional factors that could cause results to differ materially from those described in the forward-looking statements relate to the completed acquisition of Lake Sunapee Bank Group. These additional factors that could cause actual results to differ materially from expected results include difficulties in achieving cost savings from the acquisition or in achieving such cost savings within the expected time frame and difficulties in integrating the Company and Lake Sunapee Bank Group, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which the Company

●

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 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

Shown below is ~~engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that the Company files with the Securities and Exchange Commission.~~

~~No undue reliance should be placed on any of the forward-looking statements, which speak only~~our profile 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 allJune 30, 2022:

Table of ~~its forward-looking statements by these cautionary statements.~~Contents

SELECTED FINANCIAL DATA

The following summary data is based in part on the consolidated financial statements and accompanying notes and other information appearing elsewhere in this or prior Forms ~~10-Q~~10-Q.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
PER SHARE DATA
Net earnings, diluted	$	0.70		$	0.60		$	1.30		$	1.23
Adjusted earnings, diluted⁽¹⁾		0.70			0.63			1.30			1.32
Total book value		26.19			27.64			26.19			27.76
Tangible book value⁽¹⁾		17.83			19.17			17.83			19.30
Market price at period end		25.86			28.62			25.86			28.62
Dividends		0.26			0.24			0.50			0.46

PERFORMANCE RATIOS⁽²⁾
Return on assets		1.14	%		0.97	%		1.07	%		1.00	%
Adjusted return on assets⁽¹⁾		1.14			1.01			1.07			1.07
Pre-tax, pre-provision return on assets		1.50			1.13			1.39			1.17
Adjusted pre-tax, pre-provision return on assets ⁽¹⁾		1.50			1.18			1.40			1.27
Return on equity		10.58			8.77			9.72			9.10
Adjusted return on equity⁽¹⁾		10.59			9.14			9.74			9.75
Return on tangible equity		15.74			12.91			14.33			13.44
Adjusted return on tangible equity⁽¹⁾		15.76			13.45			14.37			14.37
Net interest margin, fully taxable equivalent (FTE)^{(1) (3)}		3.19			2.74			3.07			2.81
Adjusted net interest margin⁽¹⁾		3.19			2.67			3.07			2.73
Efficiency ratio⁽¹⁾		59.25			63.45			60.78			62.20

FINANCIAL DATA (In millions)
Total assets	$	3,716		$	3,639		$	3,716		$	3,639
Total earning assets⁽⁴⁾		3,399			3,282			3,399			3,282
Total investments		593			636			593			636
Total loans		2,727			2,516			2,727			2,516
Allowance for credit losses		24			23			24			23
Total goodwill and intangible assets		126			127			126			127
Total deposits		3,079			2,822			3,079			2,822
Total shareholders' equity		394			414			394			414
Net income		11			9			20			19
Adjusted income⁽¹⁾		11			9			20			20

ASSET QUALITY AND CONDITION RATIOS
Net (recoveries) charge-offs (annualized)/average loans		—	%		0.01	%		(0.01)	%		0.02	%
Allowance for credit losses/total loans		0.87			0.91			0.87			0.91
Loans/deposits		89			89			89			89
Shareholders' equity to total assets		10.59			11.37			10.59			11.42
Tangible shareholders' equity to tangible assets⁽¹⁾		7.46			8.17			7.46			8.23

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
PER SHARE DATA
Net earnings, diluted $ 0.56
$ 0.40
$ 1.27
$ 1.35
Adjusted earnings, diluted (1) (2) 0.57
0.34
1.52
1.11
Total book value 22.90
18.09
22.90
18.09
Tangible book value (2) 15.84
17.51
15.84
17.51
Market price at period end 31.36
24.48
31.36
24.48
Dividends 0.19
0.18
0.56
0.54
PERFORMANCE RATIOS
Return on assets 0.99 % 0.86 % 0.75 % 1.00 %
Adjusted return on assets (1) (2) 1.01
0.73
0.90
0.82
Return on equity 9.67
8.78
7.43
10.20
Adjusted return on equity (1) (2) 9.90
7.49
8.86
8.34
Adjusted return on tangible equity (1) (2) 14.51
7.75
12.98
8.88
Net interest margin, fully taxable equivalent (FTE) (4) 3.06
2.84
3.13
2.90
Net interest margin (FTE), excluding purchased loan accretion (4) 2.93
2.84
3.00
4.86
Efficiency ratio (2) 53.59
61.24
56.44
59.34
GROWTH (Year-to-date)

Total commercial loans, (organic annualized) (2) 22.1 % 3.3 % 20.5 % 5.3 %
Total loans, (organic annualized) (2) 8.8
15.0
12.2
9.9
Total deposits, (organic annualized) (2) 11.2
17.7
10.6
9.6
FINANCIAL DATA (In millions)

Total assets $ 3,476
$ 1,718
$ 3,476
$ 1,718
Total earning assets 3,184
1,649
3,184
1,649
Total investments 756
561
756
561
Total loans 2,429
1,088
2,429
1,088
Allowance for loan losses 12
10
12
10
Total goodwill and intangible assets 109
5
109
5
Total deposits 2,275
1,034
2,275
1,034
Total shareholders' equity 353
164
353
164
Net income 9
4
19
12
Adjusted income (4) 9
3
23
10
ASSET QUALITY AND CONDITION RATIOS
Net charge-offs (current quarter annualized)/average loans (5) 0.03 % (0.03 )% 0.03 % (0.03 )%
Allowance for loan losses/total loans (5) 0.49
0.93
0.49
0.93
Loans/deposits 107
105
107
105
Shareholders' equity to total assets 10.17
9.57
10.17
9.57
Tangible shareholders' equity to tangible assets (2) 7.26
9.29
7.26
9.29


(1)	~~Adjusted measurements are non-GAAP~~Non-GAAP financial ~~measures that are adjusted to exclude net non-operating charges primarily related to acquisitions, and gain on sale of securities.~~measure. Refer to the Reconciliation of Non-GAAP Financial Measures section of Management's Discussion and Analysis for additional information.


(2)	~~Non-GAAP financial measure.~~


~~(3)~~	All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(3)
~~(4)~~	Fully taxable equivalent considers the impact of ~~tax advantaged~~tax-advantaged investment securities and loans.

(4)

~~(5)~~

Generally accepted accounting principles require that loans acquired in a business combination be recorded at fair value, whereas loans from business activities are recorded at cost. The fair value of loans acquired in a business combinationEarning assets includes expected loan losses, and there is no loan loss allowance recorded for these loans at the time of acquisition. Accordingly, the ratio of the loan loss allowance to total loans is reduced as a result of the existence of suchnon-accruing loans and ~~this measure is not directly comparable to prior periods. Similarly, net loan charge-offs~~securities are normally reduced for loans acquired in a business combination since these loans are recorded net of expected loan losses. Therefore, the ratio of net loan charge-offs to average loans is reduced as a result of the existence of such loans, and this measure is not directly comparable to prior periods. Other institutions may have loans acquired in a business combination, and therefore there may be no direct comparability of these ratios between and among other institutions.valued at amortized cost.

Table of Contents

CONSOLIDATED LOAN AND DEPOSIT ANALYSIS

The following tables present the quarterly trend in loan and deposit data and accompanying growth rates as of June 30, 2022 on an annualized basis:

LOAN ANALYSIS


											Annualized
											Growth %
											Quarter		Year
(in thousands, except ratios)	Jun 30, 2022		Mar 31, 2022		Dec 31, 2021		Sep 30, 2021		Jun 30, 2021		to Date		to Date
Commercial real estate	$	1,331,860	$	1,289,968	$	1,210,580	$	1,170,372	$	1,135,857	13	%	20	%
Commercial and industrial		360,304		346,394		340,129		331,091		327,729	16		12
Paycheck Protection Program (PPP)		170		1,126		6,669		24,227		65,918	*		*
Total commercial loans		1,692,334		1,637,488		1,557,378		1,525,690		1,529,504	13		17
Total commercial loans, excluding PPP		1,692,164		1,636,362		1,550,709		1,501,463		1,463,586	14		18

Residential real estate		876,644		868,382		821,004		849,692		822,774	4		14
Consumer		100,816		96,876		98,949		100,933		103,589	16		4
Tax exempt and other		57,480		51,816		54,579		57,839		59,693	44		11
Total loans	$	2,727,274	$	2,654,562	$	2,531,910	$	2,534,154	$	2,515,560	11	%	15	%

*Indicates ratios of 100% or greater.

DEPOSIT ANALYSIS


											Annualized
											Growth %
											Quarter		Year
(in thousands, except ratios)	Jun 30, 2022		Mar 31, 2022		Dec 31, 2021		Sep 30, 2021		Jun 30, 2021		to Date		to Date
Demand	$	670,268	$	653,471	$	664,420	$	664,395	$	599,598	10	%	2	%
NOW		883,239		918,768		940,631		888,021		802,681	(15)		(12)
Savings		663,676		658,834		628,670		605,977		578,361	3		11
Money market		499,456		424,750		389,291		379,651		371,075	70		57
Total non-maturity deposits		2,716,639		2,655,823		2,623,012		2,538,044		2,351,715	9		7
Total time deposits		361,906		391,940		425,532		469,221		470,758	(31)		(30)
Total deposits	$	3,078,545	$	3,047,763	$	3,048,544	$	3,007,265	$	2,822,473	4	%	2	%

BAR HARBOR BANKSHARES
CONSOLIDATED LOAN & DEPOSIT ANALYSIS - UNAUDITED

LOAN ANALYSIS

Organic Annualized Growth % (1) September 30, 2017
(in thousands) Sep 30, 2017 Balance Jun 30, 2017 Balance Mar 31, 2017 Balance Acquired Lake Sunapee Bank Balance (2) Dec 31, 2016 Balance Quarter End Year to Date
Commercial real estate $ 793,572
$ 738,584
$ 779,635
$ 345,586
$ 418,119
29.8 % 10.7 %
Commercial and industrial 270,759
269,960
236,526
89,259
135,564
1.2
50.8
Total commercial loans 1,064,331
1,008,544
1,016,161
434,845
553,683
22.1
20.5
Residential real estate 1,152,628
1,160,832
1,155,436
652,255
506,612
(2.8 ) (1.8 )
Consumer 125,590
127,229
127,370
76,489
53,093
(5.2 ) (11.3 )
Tax exempt and other 86,313
80,042
73,469
44,611
15,676
31.3
249.0
Total loans $ 2,428,862
$ 2,376,647
$ 2,372,436
$ 1,208,200
$ 1,129,064
8.8 % 12.2 %

AVERAGE BALANCES AND AVERAGE YIELDS/RATES

The following ~~table presents~~tables present average balances and ~~an analysis of~~ average ~~rates~~yields and ~~yields~~rates on an annualized fully taxable equivalent basis for the periods included:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(In thousands)
Average
Balance
Yield/Rate
(FTE basis) (3)
Average
Balance Yield/Rate
(FTE basis) (3)
Average
Balance
Yield/Rate
(FTE basis) (3)
Average
Balance Yield/Rate
(FTE basis) (3)
Assets
Loans (1) $ 2,402,171
4.13 % $ 1,058,253
3.89 % $ 2,379,190
4.10 % $ 1,033,070
3.97 %
Securities and other (2) 754,450
3.13
551,456
3.07
758,748
3.11
543,513
3.07
Total earning assets 3,156,621
3.89 % 1,609,709
3.62 % 3,137,938
3.86 % 1,576,583
3.66 %
Other non-earning assets 295,924
79,826
305,735
76,431

Total assets $ 3,452,545
$ 1,689,535
$ 3,443,673
$ 1,653,014

Liabilities
Interest bearing deposits $ 1,901,501
0.66 % $ 897,703
0.78 % $ 1,863,091
0.57 % $ 874,666
0.75 %
Borrowings 812,938
1.66
514,999
1.06
835,274
1.49
520,508
1.03
Total interest-bearing liabilities 2,714,439
0.96 % 1,412,702
0.88 % 2,698,365
0.85 % 1,395,174
0.86 %
Non-interest-bearing demand deposits 354,470
103,971
327,547
88,652

Other non-earning liabilities 30,079
7,376
68,973
7,281

Total liabilities 3,098,988
1,524,049
3,094,885
1,491,107

Total shareholders' equity 353,557
165,486
348,788
161,907

Total liabilities and shareholders' equity $ 3,452,545
$ 1,689,535
$ 3,443,673
$ 1,653,014

Net interest spread 2.93 % 2.74 % 3.01 % 2.81 %
Net interest margin 3.06
2.84
3.13
2.90

Table of Contents


	Six Months Ended June 30,
	2022						2021
	Average		Interest		Yield/		Average		Interest		Yield/
(in millions, except ratios)	Balance		⁽³⁾		Rate⁽³⁾		Balance		⁽³⁾		Rate⁽³⁾
Assets
Interest-earning deposits with other banks	$	100,052	$	183	0.37	%	$	200,333	$	93	0.09	%
Securities available for sale and FHLB stock⁽²⁾⁽³⁾		630,443		8,239	2.64			624,866		8,438	2.72
Loans:
Commercial real estate		1,282,528		23,255	3.66			1,112,909		19,908	3.61
Commercial and industrial⁽³⁾		392,006		7,132	3.67			378,087		6,988	3.73
Paycheck protection program		16,112		223	2.80			70,925		2,368	6.73
Residential		857,109		15,125	3.56			880,174		16,571	3.80
Consumer		98,824		1,782	3.64			107,079		1,865	3.51
Total loans ⁽¹⁾		2,646,579		47,517	3.62			2,549,174		47,700	3.77
Total earning assets		3,377,074		55,939	3.34	%		3,374,373		56,231	3.36	%
Other assets		325,144						353,303
Total assets	$	3,702,218					$	3,727,676

Liabilities
NOW	$	911,420	$	618	0.14	%	$	768,616	$	488	0.13	%
Savings		649,652		275	0.09			556,146		307	0.11
Money market		438,189		331	0.15			373,512		239	0.13
Time deposits		390,040		1,160	0.60			637,193		4,521	1.43
Total interest bearing deposits		2,389,301		2,384	0.20			2,335,467		5,555	0.48
Borrowings		178,643		2,084	2.35			342,854		3,637	2.14
Total interest bearing liabilities		2,567,944		4,468	0.35	%		2,678,321		9,192	0.69	%
Non-interest bearing demand deposits		661,677						573,659
Other liabilities		65,669						65,959
Total liabilities		3,295,290						3,317,939

Total shareholders' equity		406,928						409,737

Total liabilities and shareholders' equity	$	3,702,218					$	3,727,676

Net interest spread					2.99	%					2.67	%
Net interest margin					3.07						2.81
Adjusted net interest margin⁽⁴⁾					3.07						2.73

(1)	The average balances of loans include non-accrual loans and unamortized deferred fees and costs.

(2)	The average balance for securities available for sale 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.

Table of Contents

NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with ~~U.S Generally Accepted Accounting Principles (“GAAP”).~~accounting principles generally accepted in the United States of America, or GAAP. These non-GAAP measures are intended to provide 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~~our GAAP financial information. ~~The Company’s~~A reconciliation of non-GAAP financial measures ~~may not be comparable~~ to ~~similar non-GAAP information which may be presented by other companies.~~GAAP measures is provided below. In all cases, it should be understood that non-GAAP ~~operating~~ measures do not depict amounts that accrue directly to the benefit of shareholders. An item ~~which~~that management excludes when computing non-GAAP adjusted earnings can be of substantial importance to ~~the Company’s~~our results ~~and condition~~ for any particular quarter or year. ~~A reconciliation of~~Our 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 us in this report as supplemental financial ~~measures to~~data should be considered in conjunction with our GAAP ~~measures is provided below.~~

~~The Company utilizes~~financial information.

We use the non-GAAP measure of adjusted earnings in evaluating operating trends, including components for ~~operating~~adjusted revenue and expense. These measures exclude amounts ~~which the Company views~~that we view as unrelated to ~~its~~ normalized operations, including gains/losses on securities, ~~gains/losses,~~premises, equipment and other real estate owned, acquisition costs, restructuring costs, legal settlements, and systems conversion costs. ~~These~~Non-GAAP adjustments are presented net of an adjustment for ~~related~~ income tax expense. This adjustment is determined as the difference between the GAAP tax rate and the effective tax rate applicable to adjusted income. The Company calculates several non-GAAP performance measures based on its measure of adjusted earnings, including

We also calculate adjusted earnings per share based on our measure of adjusted ~~return on assets, adjusted return on equity, and the efficiency ratio. The Company views~~earnings. We view these amounts as important to understanding ~~its performance~~operating trends, particularly due to the impact of accounting standards related to acquisition activity. ~~Several of these measures are used as performance metrics in assessing the achievement of short and long term incentive compensation for management.~~ Analysts also rely on these measures in estimating and evaluating ~~the Company’s~~our performance. ~~Management also believes~~We believe that the computation of non-GAAP adjusted earnings and adjusted earnings per share may facilitate the comparison of ~~the Company~~us to other companies in the financial services industry. ~~The Company adjusts~~We also adjust certain equity related measures to exclude intangible assets due to the importance of these measures to the investment ~~community and as components~~community.

Table of ~~regulatory capital supervision.~~Contents

~~Charges related to acquisition activity consist primarily of severance and retention, systems conversion and integration, and professional costs.~~

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following table summarizes the reconciliation of non-GAAP items ~~recorded~~ for the time periods ~~and dates indicated~~presented:


		Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	Calculations	2022		2021		2022		2021
Net income		$	10,503	$	9,025	$	19,615	$	18,505
Non-recurring items:
Gain on sale of securities, net			—		(50)		(9)		(50)
Loss (gain) on sale of premises and equipment, net			10		1		(65)		9
Loss on other real estate owned			—		—		—		324
Acquisition, conversion and other expenses			—		552		325		1,441
Income tax expense ⁽¹⁾			(2)		(119)		(205)		(409)
Total non-recurring items			8		384		46		1,315
Total adjusted income⁽²⁾	(A)	$	10,511	$	9,409	$	19,661	$	19,820

Net interest income	(B)	$	26,519	$	22,754	$	50,817	$	46,176
Plus: Non-interest income			8,961		9,505		18,270		19,753
Total Revenue			35,480		32,259		69,087		65,929
Gain on sale of securities, net			—		(50)		(9)		(50)
Total adjusted revenue⁽²⁾	(C)	$	35,480	$	32,209	$	69,078	$	65,879

Total non-interest expense		$	21,700	$	21,724	$	43,586	$	44,215
Non-recurring expenses:
(Loss) gain on sale of premises and equipment, net			(10)		(1)		65		(9)
Loss on other real estate owned			—		—		—		(324)
Acquisition, conversion and other expenses			—		(552)		(325)		(1,441)
Total non-recurring expenses			(10)		(553)		(260)		(1,774)
Adjusted non-interest expense⁽²⁾	(D)	$	21,690	$	21,171	$	43,326	$	42,441

Total revenue			35,480		32,259		69,087		65,929
Total non-interest expense			21,700		21,724		43,586		44,215
Pre-tax, pre-provision net revenue		$	13,780	$	10,535	$	25,501	$	21,714

Adjusted revenue⁽²⁾			35,480		32,209		69,078		65,879
Adjusted non-interest expense⁽²⁾			21,690		21,171		43,326		42,441
Adjusted pre-tax, pre-provision net revenue⁽²⁾		$	13,790	$	11,038	$	25,752	$	23,438

(in millions)
Average earning assets	(E)	$	3,372	$	3,398	$	3,377	$	3,374
Average paycheck protection program (PPP) loans	(R)		1		77		16		71
Average earning assets, excluding PPP loans	(S)		3,371		3,321		3,361		3,303
Average assets	(F)		3,688		3,746		3,702		3,728
Average shareholders' equity	(G)		398		413		407		410
Average tangible shareholders' equity⁽²⁾⁽³⁾	(H)		272		286		281		283
Tangible shareholders' equity, period-end⁽²⁾⁽³⁾	(I)		268		287		268		289
Tangible assets, period-end⁽²⁾⁽³⁾	(J)		3,590		3,512		3,590		3,512

Table of Contents


		Three Months Ended June 30,					Six Months Ended June 30,
	Calculations	2022			2021		2022			2021
(in thousands)
Common shares outstanding, period-end	(K)		15,026			14,972		15,026			14,972
Average diluted shares outstanding	(L)		15,077			15,042		15,094			15,026

Adjusted earnings per share, diluted⁽²⁾	(A/L)	$	0.70		$	0.63	$	1.30		$	1.32
Tangible book value per share, period-end⁽²⁾	(I/K)		17.83			19.17		17.83			19.17
Securities adjustment, net of tax⁽¹⁾⁽⁴⁾	(M)		(38,304)			7,237		(38,304)			7,237
Tangible book value per share, excluding securities adjustment⁽²⁾⁽⁴⁾	(I+M)/K		20.38			18.69		20.38			18.69
Total tangible shareholders' equity/total tangible assets⁽²⁾	(I/J)		7.46			8.17		7.46			8.17

Performance ratios⁽⁵⁾
Return on assets			1.14	%		0.97		1.07	%		1.00
Adjusted return on assets⁽²⁾	(A/F)		1.14			1.01		1.07			1.07
Pre-tax, pre-provision return on assets			1.50			1.13		1.39			1.17
Adjusted pre-tax, pre-provision return on assets⁽²⁾	(U/F)		1.50			1.18		1.40			1.27
Return on equity			10.58			8.77		9.72			9.10
Adjusted return on equity⁽²⁾	(A/G)		10.59			9.14		9.74			9.75
Return on tangible equity			15.74			12.91		14.33			13.44
Adjusted return on tangible equity⁽¹⁾⁽²⁾	(A+Q)/H		15.76			13.45		14.37			14.37
Efficiency ratio⁽²⁾⁽⁶⁾	(D-O-Q)/(C+N)		59.25			63.45		60.78			62.20
Net interest margin	(B+P)/E		3.19			2.74		3.07			2.81
Adjusted net interest margin⁽²⁾⁽⁷⁾	(B+P-T)/S		3.19			2.67		3.07			2.73

Supplementary data (in thousands)
Taxable equivalent adjustment for efficiency ratio	(N)	$	491		$	586	$	967		$	1,181
Franchise taxes included in non-interest expense	(O)		144			128		285			253
Tax equivalent adjustment for net interest margin	(P)		334			430		654			863
Intangible amortization	(Q)		233			233		466			474
Interest and fees on PPP loans	(T)		27			1,064		223			2,368

BAR HARBOR BANKSHARES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTARY DATA- UNAUDITED
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2017 2016 2017 2016
Net income $ 8,617
$ 3,632
$ 19,386
$ 12,349
Adj: Security Gains (19 ) (1,354 ) (19 ) (4,489 )
Adj: Loss on sale of fixed assets, net (1 ) 216
94
216
Adj: Acquisition expense 346
320
5,917
812
Adj: Income taxes (37.57% in 2017, 35.0% in 2016) (122 ) 286
(2,251 ) 1,211
Total adjusted income (4) (A) $ 8,821
$ 3,100
$ 23,127
$ 10,099

Net-interest income (B) $ 23,478
$ 10,999
$ 68,659
$ 33,717
Plus: Non-interest income 6,960
3,372
19,465
10,314
Total Revenue 30,438
14,371
88,124
44,031
Adj: Net security gains (19 ) (1,354 ) (19 ) (4,489 )
Total adjusted revenue (4) (C) $ 30,419
$ 13,017
$ 88,105
$ 39,542

Total non-interest expense $ 17,586
$ 8,750
$ 58,463
$ 25,478
Less: Acquisition expense (346 ) (320 ) (5,917 ) (812 )
Adjusted non-interest expense (4)                                     (D) $ 17,240
$ 8,430
$ 52,546
$ 24,666

(in millions)

Total average earning assets (E) $ 3,157
$ 1,610
$ 3,138
$ 1,577
Total average assets                                                 (F) 3,453
1,690
3,444
1,653
Total average shareholders' equity                          (G) 354
165
349
162
Total average tangible shareholders' equity (H) 244
160
242
157
Total tangible shareholders' equity, period-end (1) (I) 244
159
244
159
Total tangible assets, period-end (1) (J) 3,367
1,713
3,367
1,713

(in thousands)
Total common shares outstanding, period-end (K) 15,432
9,084
15,432
9,084
Average diluted shares outstanding (L) 15,511
9,162
15,204
9,138

Adjusted earnings per share, diluted (A/L) $ 0.57
$ 0.34
$ 1.52
$ 1.11
Tangible book value per share, period-end (I/K) 15.84
17.51
15.84
17.51
Total tangible shareholders' equity/total tangible assets (H/J) 7.26
9.29
7.26
9.29

Performance ratios (2)

GAAP return on assets 0.99 % 0.86 % 0.75 % 1.00 %
Adjusted return on assets (4) (A/F) 1.01
0.73
0.90
0.82
GAAP return on equity 9.67
8.78
7.43
10.20
Adjusted return on equity (4) (A/G) 9.90
7.49
8.86
8.34
Adjusted return on tangible equity (3) (4) (A/I) 14.51
7.75
12.98
8.88
Efficiency ratio (4)(5) (D-N-P)/(C+M) 53.59
61.24
56.44
59.34
Net interest margin (B+O)/E 3.06
2.84
3.13
2.90

Supplementary data (in thousands)

Taxable equivalent adjustment for efficiency ratio (M) $ 1,107
$ 434
$ 3,269
$ 1,061
Franchise taxes included in non-interest expense (N) 154
36
438
103
Tax equivalent adjustment for net interest margin (O) 878
168
2,568
528
Intangible amortization (P) 189
157
534
471


(1)	~~Total tangible~~Assumes a marginal tax rate of 23.41% for 2022 and 23.71% for 2021.

(2)	Non-GAAP financial measure.

(3)	Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. ~~Total tangible~~Tangible assets is computed by taking total assets less the intangible assets at period-end.

(4)	Securities adjustment, net of tax represents the total unrealized losses and gains on available-for-sale securities recorded on our consolidated balance sheets within total common shareholders' equity.

~~(2)~~(5)

~~Ratios~~All performance ratios are ~~annualized and~~ based on average balance sheet amounts, where applicable. ~~Quarterly data may not sum to year-to-date data due to rounding.~~

(6)
~~(3)~~	Adjusted return on tangible equity is computed by dividing the total core income adjusted for the tax-effected amortization of intangible assets, assuming a marginal rate of 37.57% in 2017 and 35.0% in 2016, by tangible equity.


~~(4)~~	~~Non-GAAP financial measure.~~


~~(5)~~	Efficiency ratio is computed by dividing ~~total~~ core ~~tangible~~ non-interest expense net of franchise taxes and intangible amortization divided by ~~the sum of total net interest income~~core revenue on a fully taxable equivalent ~~basis and total core non-interest income. The Company uses this non-GAAP measure to provide important information about its operating efficiency.~~ basis.

(7)	Adjusted net interest margin excludes Paycheck Protection Program loans.

~~THIRD QUARTER~~

Table of Contents

QUARTERLY PERFORMANCE SUMMARY

Earnings (second quarter of 2022 compared to the same quarter of 2021)

•

Net income was $10.5 million, an increase of $1.5 million or 16%, which increased return on assets to 1.14% from 0.97%. Return on equity was 10.58% compared to 8.77%, which includes the benefit of higher net income and lower average equity related to unrealized losses on securities as noted below under the Financial Position section.

•	Diluted earnings per share was $0.70, an increase of $0.10 or 17%. Earnings per share in the second quarter of 2021 included a $0.05 benefit from Paycheck Protection Program (PPP) loan fee accretion, which was offset by $0.03 of non-recurring expenses.

•

Net interest income was $26.5 million, an increase of 17%. Net interest margin was 3.19% in the second quarter of 2022, an increase of 45 basis points from the same period in 2021. The increase in the net interest margin from prior year is largely due to a higher interest rate environment, and continued strong loan growth and lower wholesale borrowings.

•	The provision for credit losses was an expense of $534 thousand principally due to loan growth compared to a net benefit of $765 thousand on improved economic conditions and a reduction in loan balances.

•	Non-interest income was $9.0 million, a decrease of 6% from lower mortgage banking income offset in part by higher customer service fees. Wealth management income was flat with prior year.

•	Non-interest expense was $21.7 million in both periods, which improved the efficiency ratio to 59.25% from 63.45% on higher total revenue.

Financial Position(As of June 30, 2022, compared to March 31, 2022)

•	Total assets increased $23.7 million to $3.7 billion mainly due to loan growth supported by solid growth in non-maturity deposits (core deposits).

•	Cash and cash equivalents were $67.1 million, compared to $111.0 million. The decrease reflects our continued use of excess cash to fund loan growth in 2022.

•

Securities were $592.7 million, or 16% of total assets, compared to $611.3 million, or 17% of total assets. Net unrealized losses were $49.7 million, or 8% of gross securities, compared with $26.3 million, or 4% of gross securities as fixed rate securities continued to price reflecting higher interest rates.

•

Total loans grew 11% on annualized basis during the quarter as balances increased across all product offerings, especially commercial loans, which grew at a 13% annualized rate. Residential loans continued increase during the quarter at a 4% annualized rate as we continue to put more production on the balance sheet given the current profitable market rates.

•

The ratio of the allowance for credit losses to total loans was 0.87% in both periods. We believe that our disciplined approach and underwriting expertise has allowed us to maintain superior credit quality. We continue to have very low charge-offs offset and a positive cycle of recoveries, along with improvement in almost every credit measurement.

•	Total deposits grew 4% on annualized basis during the quarter as core deposits expanded at an annualized rate of 9% on an increasing number of customer accounts.

•

Total book value per share was $26.19 compared to $27.11. Net unrealized security losses reduced book value per share by $2.55 compared to $1.35. Tangible book value per share excluding net unrealized security losses (non-GAAP) increased 6% on annualized basis on strong net income offset by dividends to shareholders.

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In June 2022, our Board of Directors authorized a stock repurchase plan for up to 5% of outstanding shares of common stock, which represents approximately 751,000 shares. No repurchases were made in the second quarter 2022, but we will continue examine buying opportunities considering market conditions, including interest rate volatility and potential loan and risk-weighted asset growth.

COMPARISON OF FINANCIAL ~~SUMMARY~~

CONDITION AT JUNE 30, 2022 AND DECEMBER 31, 2021

Securities

Total securities decreased to $592.7 million from $625.6 million at year-end. The ~~Company reported third~~$32.9 million decrease in total securities included $77.4 million of purchases, $11.8 million in sales, an $8.2 million cost reduction to municipal securities that are hedged, and $37.4 million of maturities, calls and pay-downs of amortizing securities. Fair value adjustments reduced the security portfolio by $49.7 million at the end of the June 2022 compared to an increase of $2.6 million at year-end 2021. Net unrealized losses in the first six months of 2022 resulted from the Federal Reserve increasing the federal funds target interest rate 150 basis points in that period. The weighted average yield of our securities portfolio was 3.21% at quarter-end and 2.63% at year-end. Securities held at quarter-end had an average life of 9.0 years and an effective duration of 5.1 years compared to 5.3 years and 4.2 years at year-end 2021, respectively.

Loans

Total loans increased $195.4 million from year-end 2021, or 15% annualized, to $2.7 billion at June 30, 2022, which included strong growth across all product lines and included 130 new lending relatinships. Commercial loans increased $135.0 million primarily due to new loans with existing customers. PPP loan balances totaled $170 thousand at the end of the quarter, ~~2017~~compared to $6.7 million at year-end. Total residential loans increased $55.6 million from the end of the fourth quarter 2021, as we placed more originations on the balance sheet instead of selling into the secondary market. Residential loan origination volume in 2022 is significantly down as compared to respective periods 2021 on lower refinancing activity and increasing market rates.

Allowance for Credit Losses

The allowance for credit losses was $23.8 million at quarter-end as compared to $22.7 million at year-end. A steadying economic forecast and disciplined approach to credit quality resulted in an allowance to total loans coverage ratio of 0.87% compared to 0.90% at year-end. Net recoveries on previously charged-off loans for the first half of 2022 totaled $127 thousand compared to net ~~income~~charge-offs of ~~$8.6~~$241 thousand for the same period of 2021. Non-accruing loans decreased to $7.9 million ~~or 56 cents per share. Adjusted earnings totaled $8.8~~from $10.2 million ~~or 57 cents per share representing~~at year-end with improvement across all loan categories. The progress in non-accrual loans is a ~~10% increase over~~quarterly trend seen since the ~~prior quarter.~~end of year 2020. The ratio of accruing past due loans to total loans improved to 0.12% of total loans at quarter-end from 0.32% at year-end 2021.

Other Assets

Other assets were $348.9 million compared to $318.5 million at year-end 2021. The increase reflects ~~the strength~~$12.0 million of ~~the Company's now expanded footprint~~deferred tax assets recorded in connection with unrealized losses on securities, $6.8 million of investments made in tax credits and ~~seasoned team. As discussed in an earlier section, the Company uses the non-GAAP measure of adjusted earnings,~~community developments, and ~~related metrics, to evaluate the results of its operations.~~

~~Third quarter financial highlights include the following (comparisons are to prior quarter unless otherwise stated):~~

~~1.01% core return on assets (non-GAAP measure)~~

6%a $6.9 million increase in ~~non-interest income~~

~~22%~~the fair value of derivative instruments.

Deposits and Borrowings

Total deposits increased $30.0 million from year-end 2021 to $3.1 billion. Core deposits grew $93.6 million, or 7% on an year-to-date annualized ~~commercial loan growth~~

~~11% annualized~~basis during the first six months of 2022. A total of 1,350 net new deposit ~~growth~~

~~54% efficiency ratio (non-GAAP measure)~~

~~9.90% core return on equity (non-GAAP measure)~~

~~Third quarter 2017 results demonstrate~~accounts were opened in the ~~Company’s stability~~first six months of 2022 compared to 2,100 accounts in ~~its business model while now having the platform for even stronger organic growth.~~same period of 2021. The Company’s growth in profitability was reflected in its key performance metrics as return on assets improved to 0.99% and adjusted return on assets achieved 1.01%. Operational improvements and significant positive operating leverage resulted in a 54% efficiency ratio for the third quarter. The Company continues to position its balance sheet to optimize performance, as is evidenced by strong loan growth and superior credit quality. Additionally, the loan to deposit ratio ~~remained flat despite funding significant production during the quarter.~~

~~The Company’s commitment~~was 87% compared to ~~creating shareholder value is reflected in its return on equity and core return on equity ratios. Those ratios are~~83% at the ~~highest levels~~end of 2021 due to loan growth. Time deposits decreased $63.6 million in first half of 2022 primarily due to $22.0 million of wholesale deposits that matured. The remaining decrease is attributable to customers continuing to move funds to transactional accounts upon contractual maturity. Borrowings were flat due to a consistent deposit level and use of excess cash to fund loan growth. Wholesale borrowings as a percentage of total debt remained at 6% through the second quarter from year end 2021. Total cost of deposits was 0.20% in the ~~past five quarters as the 10% threshold is approached. Tangible book value continues~~second quarter of 2022 compared to ~~grow towards pre-acquisition levels and the Company believes that can expand even further by adhering to a disciplined model of balancing growth and profitability.~~

~~In October 2017, the Company announced the sale of its insurance business, which will be accretive to tangible equity~~0.24% in the fourth quarter of ~~this year.~~2021, and borrowing costs were 2.41% compared to 2.17% for the same periods. The ~~decision~~change in cost of funds reflects the repricing of rolling short-term FHLB borrowings to ~~sell~~market rates. FHLB borrowings were term advances with a total balance of $98.6 million and a weighted average rates of 1.19% at the end of the second quarter 2022 and 0.48% at year-end 2021.

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Other Liabilities

Other liabilities were $66.1 million compared to $58.0 million at year-end 2021. The $8.0 million increase is principally due to tax credit and community development investment commitments made in the first quarter 2022.

Equity

Total equity at quarter-end was ~~driven by~~$393.6 million compared to $424.1 million at year-end 2021. The $30.5 million decrease in the ~~Company’s focus on its core banking areas and investments that represent the most efficient use~~first half of ~~capital. Transactions like this along with adhering~~2022 included net of income totaling $19.6 million, $7.5 million of dividends to ~~its business model will ultimately benefit~~ shareholders and ~~remain consistent with the Company’s brand as a true community bank.~~

$43.3 million of other comprehensive losses. Other comprehensive losses were primarily due to unrealized losses on securities, net of tax, totaling $40.3 million.

COMPARISON OF OPERATING RESULTS FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2022 AND ~~2016~~

~~Summary~~

~~Results~~2021

Net Income

Net income in ~~2017 include~~ the ~~Lake Sunapee operations acquired on January 13, 2017. As a result, many measures of revenue, expense, income, and average balances increased~~second quarter 2022 was $10.5 million, or $0.70 per diluted share, compared to ~~prior periods.~~

As previously noted, the Company uses a non-GAAP measure of adjusted net income to supplement its evaluation of its operating results. Adjusted net income excludes certain amounts not viewed as part of normalized operations. These non-operating items consist primarily of acquisition, conversion, and net gains realized from sales of assets from the Company’s security portfolio. The Company views its acquisition related costs as part of the economic investment for its acquisition.

~~Third quarter 2017 GAAP net income was $0.56~~$9.0 million, or $0.60 per diluted share, in 2017 compared to $0.40 per share in 2016. Adjusted net income increased to $0.57 per share from $0.34 for these respective periods. Results increased due to expanded operations and improved profitability. GAAP results in the current year include charges related to the Lake Sunapee Bank Group acquisition, and prior year net income benefited from gains from sales of securities.

On a year-to-date basis, GAAP net income per share was $1.27 in 2017 compared to $1.35 in 2016. Adjusted earnings increased to $1.52 per share from $1.11 for these respective periods. These changes largely reflected the same trends discussed above that drove third quarter earnings growth.

Adjusted return on equity and adjusted return on assets improved on a year-over-year basis while respective GAAP basis performance metrics varied in the past five quarters depending upon acquisition related charges and gains on security sales. The Company’s profitability has benefited from both a higher non-interest income as well as improved efficiency. Operational enhancements in 2017 are reflected in the Company’s efficiency ratio trend, which started in the first quarter at 62%, but then improved to 55% in second quarter and 54% in the third quarter. The efficiency ratio is a non-GAAP financial measure that compares adjusted expenses and revenues to assess how well the Company is managing its costs. Higher ratios in prior periods represent gradual investments made in infrastructure and key employees to support operations across a broader footprint and larger revenue producing institution.

The Company continues to focus on non-interest income as the key to higher profitability and is currently in the process of expanding treasury management services for customers. A roll-out of enhanced product offerings is anticipated by the end of 2017. The Company views investments in fee income businesses such as trust, secondary marketing mortgage operations, and treasury management services as vehicles to expand return on assets.

~~Net Interest Income~~

Third quarter net interest income increased year-over-year by $12.5 million to $23.5 million. The increase was driven by a $1.5 billion increase in average earning assets, which includes organic growth and benefit of the Lake Sunapee Bank Group acquisition in the first quarter 2017. Net interest margin increased to 3.06% in the third quarter compared to 2.84% in the same quarter of ~~2016.~~ 2021. Adjusted earnings (non-GAAP) totaled $10.5 million or $0.70 per diluted share, compared to $9.4 million, or $0.63 per diluted share, in the same quarter of 2021.

Net income for the first half of 2022 was $19.6 million, or $1.30 per diluted share, compared to $18.5 million, or $1.23 per diluted share, in the same period of 2021. Adjusted earnings (non-GAAP) totaled $19.7 million or $1.30 per diluted share, compared to $19.8 million, or $1.32 per diluted share, in the same period of 2021.

Net Interest Income

Net interest spread increased 19 basis points reflecting higher yields from loans and securities as well as lower cost of interest bearing deposits acquired from Lake Sunapee Bank. Net interest margin in 2017 also benefited from purchased loan accretion totaling $1.0income was $26.5 million in the third quarter. These improvements were partially offset by higher wholesale funding costs resulting from fed fund rate hikes and the Company’s extension of funding maturities. Increases in overall cost of funds are expected to have a negative impact on net interest margin in the near-term as rates increase and the Company employs strategies to mitigate the impact.

For the first nine months of the year, net interest income increased year to year by $34.9 million to $68.7 million. The increase primarily reflects the inclusion of Lake Sunapee Bank’s operations, and purchased loan accretion of $2.9 million during 2017.

~~Non-Interest Income~~

~~Third~~second quarter ~~non-interest income increased to $7.0 million from $3.3~~2022 compared with $22.8 million in the same quarter of ~~2016. Non-interest~~2021. Net interest margin (NIM) was 3.19% compared to 2.74% in second quarter of 2021. The increase in net interest income ~~excluding gains~~and net interest margin was due to higher interest on ~~securities, increased $4.9~~earning assets due to the Federal Reserve increasing their federal funds target rate. Interest and fees on PPP loans contributed $1.1 million to net interest income and 7 basis points to NIM in the second quarter 2021. Interest-bearing cash balances, held mostly at the Federal Reserve Bank, reduced NIM by 5 basis points in the second quarter 2022 and 19 basis points in the second quarter 2021. The yield on earning assets totaled 3.46% compared to 3.26% in the second quarter 2021. Excluding the impact of PPP and excess cash, the yield on earning assets totaled 3.51% and 3.44% for the same periods. The yield on loans was 3.71% in the second quarter 2022, and 3.70% in the second quarter of 2021. Excluding PPP loans the yield on loans was 3.71% in the second quarter of 2022 and 3.64% in the second quarter 2021. Costs of interest-bearing liabilities decreased to 0.36% from 0.66% in the second quarter 2021 due to lower deposit rates and less wholesale borrowings.

For the first six months of 2022, net interest income was $50.8 million compared with $46.2 million in the same quarter of 2021. The comparison of NIM and earning asset yields for the respective six month periods of 2022 and 2021 were 3.07% and 2.81%, and 3.34% and 3.36%. The explanations for the improvement in ~~2016. Trust~~NIM are consistent with those provided in the year-over-year three month comparison above.

Provision for Credit Losses

The provision for credit losses for the quarter was $534 thousand, compared to a recapture of $765 thousand in the second quarter of 2022. For the first half of 2022, provision for credit losses for the quarter was $911 thousand and ~~investment management fee revenue added $2.1~~was a benefit of $1.3 million ~~which is principally due~~in the same period of 2021. The change in the provisions for credit losses and benefit are mostly attributable to loan growth in 2022 and improved credit quality metrics in 2021, respectively.

Non-Interest Income

Non-interest income in the ~~addition~~second quarter 2022 was $9.0 million, compared to $9.5 million in the same quarter of ~~Charter Trust Company (now a wholly owned subsidiary of the Bank) as part of the Lake Sunapee Bank Group acquisition.~~2021. Customer service fees ~~increased $1.9~~were $3.7 million in the second quarter compared to $3.3 million in the ~~prior~~same period of 2021. The increase reflects the net new accounts that were opened and a higher volume of customer activity and transactions. Wealth management income was $3.8 million in the second quarter ~~also as a result~~ of 2022 and the ~~acquisition given~~second quarter of 2021 on strong cash inflows offset by market volatility effects on assets under management. Mortgage banking income was $488 thousand, compared to $1.5 million in the ~~broader customer deposit base~~same period of 2021 reflecting higher on balance sheet activity and ~~higher number~~lower residential loan originations.

Table of ~~ATM transactions.~~Contents

Non-interest income for the ~~nine months~~first half of ~~2017 increased year-over-year by $9.2~~2022 was $18.3 million compared to ~~$19.5 million.~~$19.8 million in the same period in 2021. The decrease reflects a 17% increase in ~~trust and~~ customer service ~~fee~~fees, 2% in wealth management income, ~~for the nine month period is~~and 73% decrease in mortgage banking income; all of which were driven by the same reasons as the quarterly period. ~~However, income from security gains totaled $4.5 in 2016.~~

~~Loan Loss Provision~~

~~The provision for loan losses~~

Non-Interest Expense

Non-interest expense was $21.7 million in the ~~third~~second quarter 2017 increased to $660 thousand from $139 thousand for the same quarter in 2016. On a year-to-date basis, the loan loss provision was $2.2 million in 2017 compared to $754 thousand in 2016. The amount of the provision exceeded net charge-offs in all periods shown, as the amount of the allowance has risen gradually based on loan portfolio growth2022 and offset in part by the ongoing improvement in loan performance and credit quality. The provision for loan losses is a charge to earnings in an amount sufficient to maintain the allowance for loan losses at a level deemed adequate by the Company as an estimate of the probable and estimable loan losses in the portfolio as of period-end. The level of the allowance is a critical accounting estimate, which is subject to uncertainty. The level of the allowance is included in the discussion of financial condition.

~~Non-Interest Expense~~

~~Third quarter non-interest expense increased to $17.6 million from $8.7 million for~~ the same quarter of ~~2016. Salary~~2021 reflecting consistent and ~~employee benefit~~stable costs across most categories excluding occupancy and equipment, and acquisition, conversion and other expense. Occupancy and equipment expense increased ~~by $4.8 million compared with the third quarter of 2016 principally due to the Lake Sunapee Bank Group acquisition. Full time equivalent staff totaled 425~~$479 thousand on higher utility costs and software amortization. Acquisition, conversion and other expense was zero in the ~~third quarter 2017 compared to 200~~second of 2022 and totaled $553 thousand in the same quarter of ~~2016. Salary and employee benefit costs decreased during~~2021, which was mostly reduction in workforce charges. The efficiency ratio in the second ~~and third quarters of 2017 reflecting a positive trend of disciplined cost control and realized cost saves with the acquisition. Occupancy expenses increased $1.7 million as compared to the third~~ quarter ~~of 2016 due to costs of operating additional branches~~2022 was 59.25%, down from ~~the acquisition. Acquisition related expenses~~63.45% in the ~~third~~second quarter ~~of 2017 are consistent with the same quarter of 2016. Acquisition costs peaked in~~2021.

For the first ~~quarter~~six months of ~~2017 and then curtailed in each subsequent quarter as severance and system conversion costs were finalized.~~

~~On a year-to-date basis 2017~~2022, non-interest expense ~~increased to $58.5~~was $43.6 million ~~from $25.5~~and $44.2 million ~~in 2016. Acquisition related expenses for the first nine months of 2017 totaled $5.9 compared to $812 thousand~~ in the same period of ~~2016. All other increases~~2021. The Company's year-to-date efficiency ratio was 60.78% in ~~non-interest expense on a year-to-date basis are consistent with quarterly trends.~~

~~Income Tax Expense~~

~~The effective tax was 29.3% in the third quarter 2017~~2022 compared to ~~33.7%~~62.20% in ~~the same quarter of 2016. The decrease in the quarterly rate is due 2017 tax benefits realized from filing amended tax returns. The rate in 2016 was also higher due~~2021 which reflects managements disciplined approach to having a lower proportion of tax-advantage income to total income resulting from security gains. On a year to date basis, the 2017 rate decreased to 29.4% from 30.6% in the prior year reflecting the same factorsexpense management as ~~the quarterly comparison.~~

~~COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2017 AND DECEMBER 31, 2016~~

~~Summary~~

Total assets increased to $3.5 billion as of September 30, 2017 from $1.8 billion at year end 2016. All major categories of assets, liabilities and equity increased due to the acquired balances which as of the acquisition date included $1.2 billion in loans, $155.6 million in securities, $1.2 billion in deposits, and $182 million in equity as a result of the issuance of common shares of the Company to Lake Sunapee shareholders. The loan to deposit ratio improved to 107% from 108% at year-end 2016 as loan growth was funded by seasonally higher deposit balances.

The Company's book value per share increased to $22.90 from $17.19 at the end of 2016 primarily due to the shares issued and net assets acquired in the first quarter 2017 in connection with the acquisition. Conversely, the Company’s tangible book value (non-GAAP measure) decreased to $15.84 from $16.61 at year-end 2016. The dilution is primarily due to the net impact of the additional shares issued with acquisition and goodwill recorded as part of the transaction. However, the Company has a strong quarterly trend in GAAP net income, which added tangible book value per share of $0.57, $0.43, and $0.27 during the third, second, and first quarters, respectively.

~~Asset quality~~revenue continues to ~~improve as the ratio of non-accruing loans to total loans decreased to 0.28%~~grow. Non-recurring expenses (non-GAAP) in ~~the third quarter from 0.58% at year-end 2016. The ratio of net charge-offs to total loans remain close to zero in past five quarters ending the third quarter at 2 basis points.~~

~~Securities~~

Total securities increased $201.4 million which includes securities acquired from Lake Sunapee Bank Group and $146.2 million in securities purchased during the nine months ended September 30, 2017. Securities purchased included $119.2 million of mortgage-backed securities guaranteed by US Government-sponsored enterprises, $19.6 million of corporate bonds, and $7.4 million of FHLBB stock. The increase was offset by $105.5 million of maturities, calls and pay-downs of amortizing securities. The securities portfolio continues to be a strong source of liquidity for the Company and is comprised primarily of highly rated mortgage-backed securities guaranteed by U.S. Government-sponsored enterprises and U.S. Government agencies, obligations of state and political subdivisions thereof and FHLBB stock. The Company continues to evaluate the securities portfolio in response to established asset/liability management objectives, changing market conditions and the level of interest rate risk to which we are exposed.

~~Loans~~

The acquisition of Lake Sunapee Bank Group increased the legal lending limit of the Bank and expanded the lending area across all three of the northern New England states which resulted in organic growth in the loan portfolio. Excluding the impact of the acquired balances, total loans increased during the nine month period of 2017 by 12.2% on an annualized basis with 20.5% annualized growth in commercial loans led mostly by commercial and industrial loans.

~~Allowance for loan losses~~

During the nine months ending September 30, 2017, the allowance for loan losses increased $1.5 million to $11.9 million, which is due to the increase in business activity loans and lower charge-off activity reflecting improved asset quality. The determination of the allowance for loan losses is a critical accounting estimate. The Company considers the allowance for loan losses appropriate to cover probable losses which can be reasonably estimated in the loan portfolio as of the balance sheet date. Under accounting standards for business combinations, acquired loans are recorded at fair value with no loan loss allowance on the date of acquisition. An allowance for loan loss is recorded by the Company for the emergence of new probable and estimable losses on acquired loans which were not impaired as of the acquisition date. Because of the accounting for acquired loans, some measures of the loan loss allowance are not comparable to periods prior to the acquisition date or to peer measures.

~~Deposits~~

Excluding the impact of acquired balances, total deposits increased 10.6% on annualized basis as of September 30, 2017 when compared to December 31, 2016. Core deposits are still the primary funding source for loan growth and the Company took on additional FHLBB borrowings in order to fund additional loan growth in the period. Historically, the Bank's deposit market area has been seasonal, with lower deposits in the winter and spring months and higher deposits in the summer and autumn months; however, this seasonality is less present in the expanded deposit market areas of New Hampshire and Vermont.

~~Borrowings~~

Total borrowings increased by $232.0 million during the first nine months of 2017, of which $175.7 million was assumed from the acquisition. Excluding the impact of the acquisition, the increase was mostly in short term FHLBB advances to fund loans and investments during the first half of ~~the year.~~

~~Equity~~

Excluding the $181.9 million of common stock of the Company issued to Lake Sunapee shareholders, total equity increased by $14.8 million, or 9.4% during 2017. Accumulated other comprehensive loss decreased by $2.9 million primarily due to an improvement in net after-tax fair value of available for sale securities. The improvement is2022 were $325 thousand related to ~~an overall decrease in market yields since year-end 2016.~~

~~The Company evaluates changes in tangible book value, a non-GAAP financial measure which is a commonly considered valuation metric used by the investment community~~contract renogiations and ~~which parallels some regulatory capital measures. Tangible book value increased to $244.4~~$1.8 million as of September 30, 2017 from $151.0 million at year-end 2016. The increase is due to the share issuance offset by goodwill and other intangible assets recorded for the Lake Sunapee Bank Group acquisition in the ~~first quarter 2017. The Lake Sunapee Bank Group acquisition resulted in a $95.3 million increase in goodwill. The Company’s ratio~~same period of ~~tangible equity to tangible assets stood at 7.26% at the end~~2021 consisting of ~~the third quarter, compared to 8.65% at the end of 2016.~~

~~The Company and the Bank remained well capitalized under regulatory guidelines at period-end.~~

mostly workforce reduction charges.

Liquidity and Cash Flows

Liquidity is measured by ~~the Company’s~~our ability to meet short-term cash needs at a reasonable cost or minimal loss. ~~The Company seeks~~We seek to obtain favorable sources of liabilities and 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~~customer-initiated needs. Many factors affect ~~the Company’s~~our ability to meet liquidity needs,

including variations in the markets served by ~~its~~our network of offices, ~~its~~ mix of assets and liabilities, reputation and credit standing in the marketplace, and general economic conditions.

The Bank actively manages its liquidity position through target ratios established under its ~~Asset Liability~~Asset-Liability Management Policy. Continual monitoring of these ratios, ~~both~~by using historical data and through forecasts under multiple rate and stress scenarios, allows the Bank 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 uses a basic surplus model to measure its liquidity over 30 and 90-day time horizons. The relationship between liquid assets and short-term liabilities that are vulnerable to non-replacement are routinely monitored. The Bank’s policy is to maintain a

Our liquidity position remains strong. During the quarter we initiated pandemic-specific liquidity stress tests to analyze potential impacts from payment deferrals, unanticipated use of committed lines of credit, as well as the possibility of required servicer advances on sold loans. At June 30, 2022, available same-day liquidity totaled approximately $640.6 million, including cash, borrowing capacity at ~~least 4% of total assets. At September 30, 2017, liquidity, as measured by the basic surplus model, was 6.6% over the 30-day horizon and 10.8% over the 90-day horizon.~~

~~The Bank also had capacity to borrow funds on a secured basis utilizing the Borrower in Custody program~~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 our amortizing securities and loan portfolios. We had unused borrowing capacity at the FHLB of $436 million, unused borrowing capacity at the Federal Reserve ~~Bank~~ of ~~Boston (the “FRB”). At September 30, 2017, the Bank’s available secured line~~$87 million and unused lines of credit ~~at the FRB stood at $114.6~~totaling $51.0 million, ~~or 3.3% of the Bank’s total~~in addition to over $67.1 million in unencumbered, liquid investment portfolio assets. ~~The Bank also has access to the national brokered deposit market, and has used this funding source to bolster its on balance sheet liquidity position.~~

The Bank maintains a liquidity contingency plan 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~~us. Our management 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~~our liquidity position.

~~APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES, AND RECENT ACCOUNTING PRONOUNCEMENTS~~

~~The Company’s significant accounting policies are described~~

Capital Resources

Please see the “Equity” section of the Comparison of Financial Condition for a discussion of shareholders’ equity together with the Note 6 Capital Ratios and Shareholders’ Equity in ~~Note 1~~the consolidated financial statements. Additional information about regulatory capital is contained in the notes to the consolidated financial statements ~~in this Form 10-Q~~ and in ~~the~~our most recent Annual Report on Form 10-K. ~~Please see those policies~~

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Our principal cash requirement is the payment of dividends on our common stock, as and when declared by our Board of Directors. Dividends to shareholders in ~~conjunction~~the aggregate amount of $7.5 million and $6.9 million for the six months ended June 30, 2022 and 2021, respectively. All dividends declared and distributed by us will be in compliance with ~~this discussion.~~applicable state corporate law and regulatory requirements.

Off-Balance Sheet Arrangements

We are, from time to time, a party to certain off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that may be material to investors.

Our off-balance sheet arrangements are limited to standby letters of credit whereby the Bank guarantees the obligations or performance of certain customers. These letters of credit are sometimes issued in support of third-party debt. The ~~accounting~~risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers, and ~~reporting policies followed~~they are subject to the same origination, portfolio maintenance and management procedures in effect to monitor other credit products. The amount of collateral obtained, if deemed necessary by the ~~Company conform,~~Bank upon issuance of a standby letter of credit, is based upon management's credit evaluation of the customer.

Our off-balance sheet arrangements have not changed materially since previously reported in ~~all material respects, to accounting principles generally accepted~~our Annual Report on Form 10-K for the year ended December 31, 2021.

CRITICAL ACCOUNTING POLICIES

Our Consolidated Financial Statements were prepared in ~~the United States~~accordance with GAAP and tofollow general practices within the ~~financial services industry.~~industries in which we operate. The ~~preparation~~most significant accounting policies we follow are presented in Note 1 to our Annual Report on Form 10-K for the year ended December 31, 2021. Application of ~~financial statements in conformity with accounting~~these principles ~~generally accepted in the United States~~ requires ~~management~~us to make estimates, assumptions, and ~~assumptions~~judgments that affect the amounts reported in the ~~financial statements~~Consolidated Financial Statements and accompanying notes. ~~While the Company bases estimates on historical experience, current information and other factors deemed~~Most accounting policies are not considered by management to be ~~relevant, actual results could differ from those estimates.~~

~~The SEC defines “critical~~critical accounting ~~policies” as those that require application~~policies. Several factors are considered in determining whether or not a policy is critical in the preparation of ~~management’s most~~the Consolidated Financial Statements. These factors include among other things, whether the policy requires management to make difficult, subjective, orand complex judgments ~~often as a result of the need to make estimates~~ about ~~the effect of~~ matters that are inherently uncertain and ~~may change in future periods. Please see those policies in conjunction with this discussion. Management believes~~because it is likely that ~~the following policies~~materially different amounts would be ~~considered~~reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical ~~under the SEC’s definition:~~

~~Allowance for Loan Losses:~~ ~~The allowance for loan losses represents probable credit losses that~~in preparing our Consolidated Financial Statements are ~~inherent~~presented in the ~~loan portfolio at the financial statement date~~section titled "Critical Accounting Policies" in Management's Discussion and ~~which may be estimated. Management uses historical information, as well as current economic data, to assess the adequacy~~Analysis of ~~the allowance for loan losses as it is affected by changing economic conditions~~Financial Condition and ~~various external factors, which may impact the portfolio~~Results of Operations included in ways currently unforeseen. Although management believes that it uses appropriate available information to establish the allowance for loan losses, future additions to the allowance may be necessary if certain future events occur that cause actual results to differ from the assumptions used in making the evaluation. Conditions in the local economy and real estate values could require the Company to increase provisions for loan losses, which would negatively impact earnings.

~~amount and timing of principal and interest cash flows initially expected to be collected~~our Annual Report on ~~the loans and discounting those cash flows at an appropriate market rate of interest. Going forward, the Company continues to evaluate reasonableness of expectations~~Form 10-K for the ~~timing and the amount of cash to be collected. Subsequent decreases in expected cash flows may result in~~year ended December 31, 2021. There have been no significant changes in ~~the amortization or accretion~~our application of ~~fair market value adjustments, and in some cases may result in the loan being considered impaired. For collateral dependent loans with deteriorated credit quality, the Company estimates the fair value~~critical accounting policies since December 31, 2021.

Table of the underlying collateral of the loans. These values are discounted using market derived rates of return, with consideration given to the period of time and costs associated with the foreclosure and disposition of the collateral.Contents

~~Income Taxes:~~ Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The realization of the net deferred tax asset generally depends upon future levels of taxable ordinary income, taxable capital gain income, and the existence of prior years' taxable income, to which carry back refund claims could be made. A valuation allowance would be established for deferred tax assets that management estimates are more likely than not to be unrealizable based on available evidence at the time the estimate is made. There was no valuation allowance as of September 30, 2017.

~~Goodwill and Identifiable Intangible Assets:~~ Goodwill and identifiable intangible assets are recorded as a result of business acquisitions and combinations. These assets are evaluated for impairment annually or whenever events or changes in circumstances indicate the carrying value of these assets may not be recoverable. When these assets are evaluated for impairment, if the carrying amount exceeds fair value, an impairment charge is recorded to income. The fair value is based on observable market prices, when practicable. Other valuation techniques may be used when market prices are unavailable, including estimated discounted cash flows and analysis of market pricing multiples. These types of analyses contain uncertainties because they require management to make assumptions and to apply judgment to estimate industry economic factors and the profitability of future business strategies. In the event of future changes in fair value, the Company may be exposed to an impairment charge that could be material.

~~Determination of Other-Than-Temporary Impairment of Securities:~~ The Company evaluates debt and equity securities within the Company's available for sale for other-than-temporary impairment (OTTI), at least quarterly. If the fair value of a debt security is below the amortized cost basis of the security, OTTI is required to be recognized if any of the following are met: (1) the Company intends to sell the security; (2) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis; or (3) for debt securities, the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. For all impaired debt securities that the Company intends to sell, or more likely than not will be required to sell, the full amount of the loss is recognized as OTTI through earnings. Credit-related OTTI for all other impaired debt securities is recognized through earnings. Noncredit related OTTI for such debt securities is recognized in other comprehensive income, net of applicable taxes. In evaluating its marketable equity securities portfolios for OTTI, the Company considers its intent and ability to hold an equity security to recovery of its cost basis in addition to various other factors, including the length of time and the extent to which the fair value has been less than cost and the financial condition and near term prospects of the issuer. Any OTTI on marketable equity securities is recognized immediately through earnings. Should actual factors and conditions differ materially from those expected by management, the actual realization of gains or losses on investment securities could differ materially from the amounts recorded in the financial statements.

~~Fair Value of Financial Instruments:~~ The Company uses fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. Trading assets, securities available for sale, and derivative instruments are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, or to establish a loss allowance or write-down based on the fair value of impaired assets. Further, the notes to financial statements include information about the extent to which fair value is used to measure assets and liabilities, the valuation methodologies used and its impact to earnings. For financial instruments not recorded at fair value, the notes to financial statements disclose the estimate of their fair value. Due to the judgments and uncertainties involved in the estimation process, the estimates could result in materially different results under different assumptions and conditions.

ITEM 3. 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~~The most significant market risk ~~affecting the Company.~~that affects us is interest rate risk. Other types of market risk do not arise in the normal course of ~~the Company’s~~our business activities.

The responsibility for interest rate risk management oversight is the function of the Bank’s Asset and Liability Committee, ~~(“ALCO”),~~or 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:~~ 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~~ and/or cash flow characteristics of assets and liabilities. ~~Management's~~Management’s objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the ~~Bank's~~Bank’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~~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 an interest rate risk model widely recognized in the financial industry 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 ~~call~~option provisions are examined on an individual basis in each rate environment to estimate the likelihood of ~~a call.~~exercise. Prepayment assumptions for mortgage loans ~~and~~are calibrated using specific Bank experience while mortgage-backed securities are developed from industry ~~median estimates~~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 including:~~

~~A flat~~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 expectations. Our net interest ~~rate scenario in which current prevailing rates are locked in and the only~~income sensitivity analysis reflects changes to net interest income assuming no balance sheet ~~fluctuations that occur are due to cash flows, maturities, new volumes,~~

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growth and ~~re-pricing volumes consistent with this flat rate assumption;~~

~~A 200 basis point rise or decline in interest rates applied against~~ a parallel shift in interest rates. All rate changes were “ramped” over the ~~yield curve~~first 12-month period and then maintained at those levels over ~~a twelve-month horizon together with a dynamic balance sheet anticipated to be consistent with such interest rate changes;~~

~~Various non-parallel shifts in~~ the yield curve, including changes in either short-term or long-term rates over a twelve-month horizon, together with a dynamic balance sheet anticipated to be consistent with such interest rate changes; and

~~An extension~~remainder of the foregoing simulations to each of two, three, four and five year horizons to determine the interest rate risk with the level of interest rates stabilizing in years two through five. Even though rates remain stable during this two to five year time period, re-pricing opportunities driven by maturities, cash flow, and adjustable rate products will continue to change the balance sheet profile for each of the interest rate conditions.

simulation horizon. Changes in net interest income based upon ~~the foregoing~~these simulations are measured against the flat interest rate ~~scenario and actions are taken to maintain the balance sheet interest rate risk within established policy guidelines.~~

scenario.

As of ~~September~~June 30, ~~2017~~2022, interest rate sensitivity modeling results indicate that the Bank’s balance sheet was ~~moderately liability~~asset sensitive over the one- and two-year ~~horizons (i.e., moderately exposed to rising~~horizons.

The following table presents the changes in sensitivities on net interest ~~rates).~~

income for the periods ended June 30, 2022 and 2021:


Change in Interest Rates-Basis Points (Rate Ramp)	1 - 12 Months				13 - 24 Months
(in thousands, except ratios)	$ Change		% Change		$ Change		% Change
At June 30, 2022
-100	$	(3,979)	(3.2)	%	$	(11,446)	(8.9)	%
+200		5,070	4.1			15,789	12.3
At June 30, 2021
-100		(1,969)	(2.1)			(5,648)	(6.3)
+200		8,068	8.5			18,905	21.0

Assuming short-term and long-term interest rates decline 100 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 ~~improve slightly~~deteriorate over the one year horizon ~~(+.2% versus the base case)~~ while ~~remaining relatively stable~~deteriorating further from that level over the two-year horizon (+.3% versus the base case). Should the yield curve steepen as rates fall, the model suggests that accelerated earning asset prepayments will slow, resulting in a more stabilized level of net interest income. Management anticipates that moderate to strong earning asset growth will be needed to meaningfully increase the Bank’s current level of net interest income should both long-term and short-term interest rates decline in parallel.

horizon.

Assuming the Bank’s balance sheet structure and size remain at current levels and the Federal Reserve increases short-term interest rates by 200 basis points with the balance of the yield curve shifting in parallel with these increases, management believes net interest income will ~~decline moderately~~improve over both the one and two-year horizons (-3.1% and -6.7%, respectively, versus the base case) as increased funding costs outpace increases in earning asset yields. The interest rate sensitivity simulation model suggests that as interest rates rise, the Bank’s funding costs will initially re-price disproportionately with earning asset yields to a moderate degree. As funding costs begin to stabilize early in the third year of the simulation, the model suggests that the earning asset portfolios will continue to re-price at prevailing interest rate levels and cash flows from the Bank’s earning asset portfolios will be reinvested into higher yielding earning assets, resulting in a widening of spreads and a stabilization of net interest income over the three year horizon and beyond. Management believes moderate to strong earning asset growth will be necessary to meaningfully increase the current level of net interest income over the one-year and two-year horizons should short-term and long-term interest rates rise in parallel.

horizons.

As compared to June 30, ~~2017, the year-one~~2021, sensitivity ~~in the~~to a down 100 basis ~~points scenario decreased for the quarter (+.7% prior, versus +.2% current). The year-two sensitivities in the down 100 basis points scenario showed a small change going from +.8%~~point rate movement has increased while sensitivity to ~~+.3%. In the year-one~~an up 200 basis ~~points scenario, results improved from the prior quarter (-3.8% prior, versus -3.1% current). Year-two, up 200 basis points shows~~point rate movement has decreased on a ~~slightly more negative result (-6.2% prior, versus -6.7% current), although on balance, the current aggregate position is consistent with the prior quarter’s.~~

Despite four rate hikes over the last eighteen months, the Federal Reserve continues to maintain short-term interest rates at low levels, threatening net interest income. Net interest income exposure is also significantly affected by the shape and level of the U.S. Government securities and interest rate swap yield curve, and changes in the size and composition of the Bank’s loan, investment and deposit portfolios.

year-over-year basis.

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 Company~~we 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 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.

~~The Bank engages an independent consultant to periodically review its interest rate risk position and the reasonableness~~

Table of assumptions used, with periodic reports provided to the Bank’s Board of Directors. At September 30, 2017, there were no significant differences between the views of the independent consultant and management regarding the Bank’s interest rate risk exposure.

Contents

ITEM 4. CONTROLS AND PROCEDURES

(a)
a)	Disclosure controls and procedures.

~~The~~

Under the supervision and with the participation of our senior management, consisting of our principal executive ~~officers, including the~~officer and our principal financial officer, ~~based on their~~weconducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, ~~(as~~as defined in ~~Exchange Act~~ Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Quarterly Report on Form ~~10-Q, have~~10-Q. Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that ~~the Company’s~~as of June 30, 2022, our disclosure controls and procedures were ~~effective.~~

~~b) Changes~~effective to ensure that information required to be disclosed by usin the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~internal control over~~SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by usin our Exchange Act reports is accumulated and communicated to our management, including our principal executive officer and principal financial ~~reporting.~~

officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b)	Changes in internal control over financial reporting.

There were no changes in ~~the Company’s~~our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

PART II

II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~The Company~~

We and ~~its~~our subsidiaries are parties to certain ordinary routine litigation incidental to the normal conduct of their respective businesses, which in the opinion of management based upon currently available information will have no material effect on ~~the Company's consolidated~~ourconsolidated financial statements.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors discussed in Part I, Item 1A. of the our Annual Report on Form 10-K for the year ended December 31, 2021.In addition to the other information set forth in this report, you should carefully consider ~~the~~those risk factors, ~~discussed below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016,~~ which could materially affect our business, financial condition orand future operating results. ~~The risks described in this form~~Those risk factors are not the only risks ~~that we face.~~facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may ~~materially adversely affect~~have a material adverse effect on our business, financial condition ~~and/or~~and operating results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~(a) Not applicable.~~

~~(b) Not applicable.~~

(c) ~~The following table provides certain information with regard to shares repurchased by the Company in the third quarter of 2017:~~

Period
Total number of
shares purchased

Average price
paid per share

Total number of shares
purchased as a part of
publicly announced
plans or programs

Maximum number of
shares that may yet
be purchased under
the plans or programs (1)
July 1-31, 2017 6,742
$ 29
6,742
404,706
August 1-31, 2017 —
—
—
404,706
September 1-30, 2017 —
—
—
404,706
Total 6,742
$ 29
6,742
404,706

~~(1) In August 2008, the Company’s~~On June 23, 2022, our Board of Directors approved a ~~twenty-four month program~~twelve-month plan to repurchase up to ~~450,000~~5% of our outstanding shares of ~~the Company’s~~ common stock, ~~or approximately 10.2% of the~~representing 751,000 shares.

The following table indicates that no shares then outstanding. The Company’s Board of Directors authorized the continuance of this program for additional twenty-four month periods in August 2010, 2012 and 2014. On August 16, 2016, Bar Harbor Bankshares issued a press release announcing the Company’s Board of Directors has approved the continuation of the Company’s existing stock repurchase plan through August 16, 2018. No other changes were ~~made to the plan. Depending on market conditions and other factors, stock repurchases may be commenced or suspended at any time, or from time to time, without prior notice and may be made~~repurchased by us in the ~~open market or through privately negotiated transactions. The Company records repurchased shares as treasury stock.~~second quarter of 2022:


				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
April 1-30, 2022	—	$	—	—	747,000
May 1-31, 2022	—		—	—	747,000
June 1-30, 2022	—		—	—	751,000
Total	—	$	—	—	751,000

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~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~

~~None.~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~Not applicable.~~

~~ITEM 5. OTHER INFORMATION~~

~~None.~~

ITEM 6. EXHIBITS



~~3.1~~		~~Articles of Incorporation, as amended to date~~	~~Incorporated herein by reference to Form 10-Q, Part II, Item 6, Exhibit 3.1, filed with the commission on November 5, 2015 (Commission File No. 00113349).~~
31.1
~~3.2~~		~~Bylaws, as amended to date~~	~~Incorporated herein by reference to Form 8-K, Item 5.03, Exhibit 3.2, filed with the Commission on November 29, 2011~~.

~~4.1~~		~~Certificate of Designations, Fixed Rate Cumulative Perpetual Preferred Stock, Series A~~	~~Incorporated herein by reference to Form 8-K, Exhibit 3.1, filed with the Commission on January 21, 2009 (Commission File No. 00113349).~~

~~4.2~~		~~Form of Specimen Stock Certificate for Series A Preferred Sock~~	~~Incorporated by reference to Form 8-K, Exhibit 4.1, filed with the Commission on January 21, 2009 (Commission File No. 00113349).~~

~~4.3~~		~~Debt Securities Purchase Agreement~~	~~Incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 4.5, filed with the commission on March 16, 2009 (Commission File No. 00113349).~~

~~4.4~~		~~Form of Subordinated Debt Security of Bar Harbor Bank & Trust~~	~~Incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 4.6, filed with the commission on March 16, 2009 (Commission File No. 00113349).~~

~~4.5~~		~~Description of Company Common Stock~~	~~Incorporated by reference to Form 8-K, Items 8.01 and 9.01, Exhibit 99.1, filed August 7, 2015 (Commission File No. 00113349).~~

~~10.1~~		~~Employment Agreement by and between William J. McIver, Bar Harbor Bankshares and Bar Harbor Bank & Trust, dated May 5, 2016.~~	~~Incorporated by reference to Form 8-K, 8.01, Exhibit 10.2, filed May 9, 2016 (Commission File No. 00113349).~~

~~11.1~~		~~Statement of re computation of per share earnings~~	~~Statement of re computation of per share earnings is provided in Note 1 to the Consolidated Financial Statements in this Report~~

~~31.1~~		Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a)	~~Filed herewith~~

31.2		Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a)	~~Filed herewith~~

32.1		Certification of Chief Executive Officer under 18 U.S.C. Sec. ~~1350.~~1350	~~Furnished herewith~~

32.2		Certification of Chief Financial Officer under 18 U.S.C. Sec. ~~1350.~~1350	~~Furnished herewith~~

101			The following financial information from the Company’s ~~Annual~~Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2017~~2022 is formatted in ~~XBRL (eXtensible~~ Inline Extensible Business Reporting ~~Language)~~Language (iXBRL): (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)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	BAR HARBOR BANKSHARES


Dated: ~~November 8, 2017~~August 3, 2022	By:	/s/ Curtis C. Simard
		Curtis C. Simard
		President & Chief Executive Officer


Dated: ~~November 8, 2017~~August 3, 2022	~~By:~~	/s/ Josephine Iannelli
		Josephine Iannelli
		Executive Vice President & Chief Financial Officer ~~& Principal Accounting Officer~~


Maine		01-0393663
~~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)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $2.00 per share		BHB		NYSE American

					Page
PART I.		FINANCIAL INFORMATION
					~~Page~~

~~PART I.~~	~~FINANCIAL INFORMATION~~

Item 1.	Consolidated Financial Statements (unaudited)

		Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~2021			4

		Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021			5 6

		Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021			6 7

		Consolidated Statements of Changes in Shareholders’ Equity for the ~~Nine~~Three and Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021			7 8

		Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021			8 9

		Notes to Unaudited Consolidated Interim Financial Statements
			Note 1	Basis of Presentation	9 10
			Note 2	~~Acquisition~~	13
		~~Note 3~~	Securities Available for Sale	17 11
			Note 43	Loans and Allowance for Credit Losses	21 14
			Note 54	~~Loan Loss Allowance~~Borrowed Funds	34 25
			Note 65	~~Borrowed Funds~~Deposits	38 27
			Note 76	~~Deposits~~	39
		~~Note 8~~	Capital Ratios and Shareholders' Equity	40 28
			Note 97	Earnings per Share	45 33
			Note 108	Derivative Financial Instruments and Hedging Activities	45 34
			Note 119	Fair Value Measurements	48 44
			Note 1210	~~Subsequent Events~~Revenue from Contracts with Customers	54 51
			Note 11	Leases	53


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			55

	Selected Financial Data			57 56

	Consolidated Loan and Deposit Analysis			59 57

	Average Balances and Average Yields/Rates			60 58

	Non-GAAP Financial Measures			61 60
			Reconciliation of Non-GAAP Financial Measures		61
		~~Financial Summary~~	64Performance Summary		63

Item 3.		Quantitative and Qualitative Disclosures about Market Risk			70 68

Item 4.		Controls and Procedures			72

70


PART II.		OTHER INFORMATION

Item 1.		Legal Proceedings		72 70

Item 1A.		Risk Factors		72 70

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		73 71

Item 3.6.		~~Defaults Upon Senior Securities~~Exhibits		73 72

~~Item 4.~~Signatures		~~Mine Safety Disclosures~~		73

~~Item 5.~~	~~Other Information~~		73

~~Item 6.~~	~~Exhibits~~		74

~~Signatures~~			75


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


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



(In thousands, except share data)	September 30, 2017			December 31, 2016
Assets
Cash and due from banks	$	31,223		$	8,219
Interest-bearing deposit with the Federal Reserve Bank	17,501			220
Total cash and cash equivalents	48,724			8,439
Securities available for sale, at fair value	718,459			528,856
Federal Home Loan Bank stock	37,107			25,331
Total securities	755,566			554,187
Commercial real estate	793,572			418,119
Commercial and industrial	357,072			151,240
Residential real estate	1,152,628			506,612
Consumer	125,590			53,093
Total loans	2,428,862			1,129,064
Less: Allowance for loan losses	(11,950		)	(10,419		)
Net loans	2,416,912			1,118,645
Premises and equipment, net	48,309			23,419
Other real estate owned	122			90
Goodwill	100,255			4,935
Other intangible assets	8,811			377
Cash surrender value of bank-owned life insurance	57,613			24,450
Deferred tax assets, net	13,052			5,990
Other assets	26,368			14,817
Total assets	$	3,475,732		$	1,755,349

Liabilities
Demand and other non-interest bearing deposits	$	357,398		$	98,856
NOW deposits	442,085			175,150
Savings deposits	373,118			77,623
Money market deposits	300,398			282,234
Time deposits	802,110			416,437
Total deposits	2,275,109			1,050,300
Senior borrowings	775,582			531,596
Subordinated borrowings	43,048			5,000
Total borrowings	818,630			536,596
Other liabilities	28,534			11,713
Total liabilities	3,122,273			1,598,609
Shareholders’ equity
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,387 and 10,182,611 shares at September 30, 2017 and December 31, 2016, respectively	32,858			13,577
Additional paid-in capital	186,220			23,027
Retained earnings	141,251			130,489
Accumulated other comprehensive loss	(1,435		)	(4,326		)
Less: cost of 996,531 and 1,067,016 shares of treasury stock at September 30, 2017 and December 31, 2016, respectively	(5,435		)	(6,027		)
Total shareholders’ equity	353,459			156,740
Total liabilities and shareholders’ equity	$	3,475,732		$	1,755,349



	Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands, except per share data)	2017			2016		2017		2016
Interest and dividend income
Loans	$	24,661		$	10,295	$	70,081	$	30,627
Securities and other	5,402			3,828		15,832		12,014
Total interest and dividend income	30,063			14,123		85,913		42,641
Interest expense
Deposits	3,177			1,755		7,926		4,931
Borrowings	3,408			1,369		9,327		3,993
Total interest expense	6,585			3,124		17,253		8,924
Net interest income	23,478			10,999		68,660		33,717
Provision for loan losses	660			139		2,191		754
Net interest income after provision for loan losses	22,818			10,860		66,469		32,963
Non-interest income
Trust and investment management fee income	3,040			975		9,228		2,878
Insurance and brokerage service income	329			—		1,020		—
Customer service fees	2,638			706		5,990		1,999
Gain on sales of securities, net	19			1,354		19		4,489
Bank-owned life insurance income	380			197		1,165		540
Other income	554			140		2,043		408
Total non-interest income	6,960			3,372		19,465		10,314
Non-interest expense
Salaries and employee benefits	9,617			4,832		30,065		14,648
Occupancy and equipment	2,894			1,156		8,573		3,466
Loss on premises and equipment, net	(1		)	216		94		216
Outside services	907			181		2,220		430
Professional services	428			250		1,357		1,084
Communication	382			128		1,040		492
Amortization of intangible assets	189			1		534		25
Acquisition expenses	346			320		5,917		812
Other expenses	2,824			1,666		8,663		4,305
Total non-interest expense	17,586			8,750		58,463		25,478

Income before income taxes	12,192			5,482		27,471		17,799
Income tax expense	3,575			1,850		8,085		5,450
Net income	$	8,617		$	3,632	$	19,386	$	12,349

Earnings per share:
Basic	$	0.56		$	0.40	$	1.27	$	1.37
Diluted	$	0.56		$	0.40	$	1.27	$	1.35

Weighted average common shares outstanding:
Basic	15,420			9,064		15,098		9,037
Diluted	15,511			9,162		15,204		9,138



	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2017			2016			2017			2016
Net income	$	8,617		$	3,632		$	19,386		$	12,349
Other comprehensive income (loss), before tax:
Changes in unrealized loss on securities available-for-sale	512			(5,577		)	5,119			3,041
Changes in unrealized loss on derivative hedges	(84		)	(92		)	(805		)	(1,309		)
Changes in unrealized loss on pension	5			8			45			86
Income taxes related to other comprehensive income (loss):
Changes in unrealized loss on securities available-for-sale	(192		)	1,952			(1,839		)	(1,064		)
Changes in unrealized loss on derivative hedges	31			32			373			458
Changes in unrealized loss on pension	(2		)	(3		)	(2		)	(30		)
Total other comprehensive income	270			(3,680		)	2,891			1,182
Total comprehensive income	$	8,887		$	(48	)	$	22,277		$	13,531



(In thousands)	Common stock amount		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income			Treasury stock			Total
Balance at December 31, 2015	$	13,577	$	21,624		$	122,260		$	3,629		$	(6,938	)	$	154,152

Comprehensive income:
Net income	—		—			12,349			—			—			12,349
Other comprehensive loss	—		—			—			1,182			—			1,182
Total comprehensive income	—		—			12,349			1,182			—			13,531
Cash dividends declared ($0.54 per share)	—		—			(4,880		)	—			—			(4,880		)
Treasury stock purchased (23,072)	—		—			—			—			(497		)	(497		)
Net issuance (91,466) to employee stock plans, including related tax effects	—		35			(127		)	—			1,140			1,048
Recognition of stock based compensation	—		982			—			—						982
Balance at September 30, 2016	$	13,577	$	22,641		$	129,602		$	4,811		$	(6,295	)	$	164,336

Balance at December 31, 2016	$	13,577	$	23,027		$	130,489		$	(4,326	)	$	(6,027	)	$	156,740

Comprehensive income:
Net income	—		—			19,386			—			—			19,386
Other comprehensive loss	—		—			—			2,891			—			2,891
Total comprehensive income	—		—			19,386			2,891			—			22,277
Cash dividends declared ($0.56 per share)	—		—			(8,624		)	—			—			(8,624		)
Acquisition of Lake Sunapee Bank Group	8,328		173,591			—			—			—			181,919
Treasury stock purchased (9,603 shares)	—		—			—			—			(282		)	(282		)
Net issuance (80,448 shares) to employee stock plans, including related tax effects	—		(265		)	—			—			874			609
Three-for-two stock split	10,953		(10,968		)	—			—			—			(15		)
Recognition of stock based compensation	—		835			—			—			—			835
Balance at September 30, 2017	$	32,858	$	186,220		$	141,251		$	(1,435	)	$	(5,435	)	$	353,459



(in thousands)	As Acquired			Fair Value Adjustments				As Recorded at Acquisition
Consideration paid:
Bar Harbor Bankshares common stock issued to Lake Sunapee Bank Group stockholders (4,163,853 shares)								$	181,919
Cash paid for fractional shares								27
Total consideration paid								181,946
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value:
Cash and short-term investments	$	40,970		$	(1,406	)	(a)	$	39,564
Investment securities	156,960			(1,381		)	(b)	155,579
Loans	1,217,927			(9,728		)	(c)	1,208,199
Premises and equipment	22,561			(351		)	(d)	22,210
Core deposit intangible	—			7,786			(e)	7,786
Other assets	102,298			(50,419		)	(f)	51,879
Deposits	(1,149,865		)	(746		)	(g)	(1,150,611		)
Borrowings	(232,261		)	(16		)	(h)	(232,277		)
Deferred taxes, net	(1,921		)	10,217			(i)	8,296
Other liabilities	(19,924		)	(4,087		)	(j)	(24,011		)
Total identifiable net assets	$	136,745		$	(50,131	)		$	86,614

Goodwill								$	95,332



	ASC 310-30 Loans
Gross contractual receivable amounts at acquisition	$	23,338
Contractual cash flows not expected to be collected (nonaccretable discount)	(3,801		)
Expected cash flows at acquisition	19,537
Interest component of expected cash flows (accretable discount)	(1,089		)
Fair value of acquired loans	$	18,448



(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2017
Securities available for sale
Debt securities:
Obligations of US Government sponsored enterprises	$	6,952	$	27	$	—	$	6,979
Mortgage-backed securities:
US Government-sponsored enterprises	438,332		3,413		3,788		437,957
US Government agency	102,044		695		601		102,138
Private label	562		162		5		719
Obligations of states and political subdivisions thereof	140,475		2,818		1,311		141,982
Corporate bonds	28,245		441		2		28,684
Total securities available for sale	$	716,610	$	7,556	$	5,707	$	718,459

December 31, 2016
Securities available for sale
Debt securities:
Obligations of US Government sponsored enterprises	$	—	$	—	$	—	$	—
Mortgage-backed securities:
US Government-sponsored enterprises	330,635		2,682		4,865		328,452
US Government agency	76,722		797		613		76,906
Private label	936		207		11		1,132
Obligations of states and political subdivisions thereof	123,832		1,941		3,407		122,366
Corporate bonds	—		—		—		—
Total securities available for sale	$	532,125	$	5,627	$	8,896	$	528,856



	Available for sale
	Amortized		Fair
(In thousands)	Cost		Value
Within 1 year	$	3,613	$	3,627
Over 1 year to 5 years	18,499		18,735
Over 5 years to 10 years	73,997		75,366
Over 10 years	620,501		620,731
Total securities available for sale	$	716,610	$	718,459



	Less Than Twelve Months				Over Twelve Months				Total
(In thousands)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
September 30, 2017

Securities available for sale
Debt securities:
Obligations of US Government sponsored enterprises	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities:
US Government-sponsored enterprises	1,559		150,524		2,229		64,882		3,788		215,406
US Government agency	345		48,529		256		11,880		601		60,409
Private label	—		7		5		134		5		141
Obligations of states and political subdivisions thereof	89		8,838		1,222		31,570		1,311		40,408
Corporate bonds	2		3,038		—		—		2		3,038
Total securities available for sale	$	1,995	$	210,936	$	3,712	$	108,466	$	5,707	$	319,402


December 31, 2016

Securities available for sale
Debt securities:
Obligations of US Government sponsored enterprises	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage-backed securities:
US Government-sponsored enterprises	4,369		197,914		496		10,120		4,865		208,034
US Government agency	472		36,941		141		4,263		613		41,204
Private label	—		107		11		312		11		419
Obligations of states and political subdivisions thereof	3,252		76,803		155		3,916		3,407		80,719
Corporate bonds	—		—		—		—		—		—
Total securities available for sale	$	8,093	$	311,765	$	803	$	18,611	$	8,896	$	330,376



(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans		Past Due > 90 days and Accruing
September 30, 2017
Commercial Real Estate:
Construction and land development	$	—	$	—	$	637	$	637	$	33,055	$	33,692	$	—
Other commercial real estate	407		121		702		1,230		454,617		455,847		—
Total Commercial Real Estate:	407		121		1,339		1,867		487,672		489,539		—

Commercial and Industrial:
Other Commercial	401		150		159		710		171,476		172,186		—
Agricultural and other loans to farmers	600		90		10		700		29,783		30,483		—
Tax exempt	—		—		—		—		40,776		40,776		—
Total Commercial and Industrial:	1,001		240		169		1,410		242,035		243,445		—

Total Commercial Loans:	1,408		361		1,508		3,277		729,707		732,984		—

Residential Real Estate:
Residential mortgages	2,904		172		1,260		4,336		563,941		568,277		—
Total Residential Real Estate:	2,904		172		1,260		4,336		563,941		568,277		—

Consumer:
Home equity	306		25		100		431		50,179		50,610		—
Other consumer	60		21		26		107		7,538		7,645		—
Total Consumer:	366		46		126		538		57,717		58,255		—
													—
Total Loans:	$	4,678	$	579	$	2,894	$	8,151	$	1,351,365	$	1,359,516	$	—



(In thousands)	Commercial real estate		Commercial and industrial		Residential real estate		Consumer		Total
September 30, 2017
Loans receivable:
Balance at end of period
Individually evaluated for impairment	$	2,585	$	138	$	1,744	$	68	$	4,535
Collectively evaluated	486,954		243,307		566,533		58,187		1,354,981
Total	$	489,539	$	243,445	$	568,277	$	58,255	$	1,359,516



	September 30, 2017
(In thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction and land development	$	—	$	—	$	—
Commercial real estate other	1,198		1,175		—
Commercial other	96		97		—
Agricultural and other loans to farmers	—		—		—
Tax exempt loans	—		—		—
Residential real estate	1,257		1,267		—
Home equity	13		13		—
Consumer other	—		—		—

With an allowance recorded:
Construction and land development	$	637	$	2,563	$	59
Commercial real estate other	750		808		331
Commercial other	42		42		2
Agricultural and other loans to farmers	—		—		—
Tax exempt loans	—		—		—
Residential real estate	487		487		44
Home equity	55		55		55
Consumer other	—		—		—

Total
Commercial real estate	$	2,585	$	4,546	$	390
Commercial and industrial	138		139		2
Residential real estate	1,744		1,754		44
Consumer	68		68		55
Total impaired loans	$	4,535	$	6,507	$	491



	Nine Months Ended September 30, 2017				Nine Months Ended September 30, 2016
(in thousands)	Average Recorded Investment		Cash Basis Interest Income Recognized		Average Recorded Investment		Cash Basis Interest Income Recognized
With no related allowance:
Construction and land development	$	—	$	—	$	—	$	—
Commercial real estate other	1,716		64		2,713		131
Commercial other	99		6		141		2
Agricultural and other loans to farmers	8		1		131		8
Tax exempt loans	—		—		—		—
Residential real estate	1,245		31		1,344		55
Home equity	13		—		17		1
Consumer other	5		2		—		1

With an allowance recorded:
Construction and land development	$	637	$	—	$	928	$	—
Commercial real estate other	693		—		551		—
Commercial other	44		1		221		—
Agricultural and other loans to farmers	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	268		5		331		—
Home equity	12		—		—		—
Consumer other	—		—		17		—

Total
Commercial real estate	$	3,046	$	64	$	4,192	$	131
Commercial and industrial	151		8		493		10
Residential real estate	1,513		36		1,675		55
Consumer	30		2		34		2
Total impaired loans	$	4,740	$	110	$	6,394	$	198



	Three Months Ended September 30, 2017
(Dollars in thousands)	Number of Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Commercial installment	5	$	483	$	483
Agricultural and other loans to farmers	—	—		—
Commercial real estate	4	144		144
Residential real estate	—	—		—
Home equity	—	—		—
Consumer other	—	—		—
Total	9	$	627	$	627



	Three Months Ended September 30, 2016
(Dollars in thousands)	Number of Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Commercial installment	2	$	51	$	51
Commercial real estate	2	936		915
Consumer other	1	9		9
Total	5	$	996	$	975



Business Activities Loans	At or for the Nine Months Ended September 30, 2017
(In thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	5,145		$	1,952		$	2,721		$	601		$	10,419
Charged-off loans	(124		)	(189		)	(226		)	(87		)	(626		)
Recoveries on charged-off loans	9			7			65			7			88
Provision/(releases) for loan losses	310			405			941			40			1,696
Balance at end of period	$	5,340		$	2,175		$	3,501		$	561		$	11,577
Individually evaluated for impairment	391			2			44			55			492
Collectively evaluated	4,949			2,173			3,457			506			11,085
Total	$	5,340		$	2,175		$	3,501		$	561		$	11,577



Acquired Loans	At or for the Nine Months Ended September 30, 2017
(In thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	—		$	—		$	—		$	—		$	—
Charged-off loans	(54		)	(18		)	(31		)	(19		)	(122		)
Recoveries on charged-off loans	—			—			—			—			—
Provision/(releases) for loan losses	360			49			67			19			495
Balance at end of period	$	306		$	31		$	36		$	—		$	373
Individually evaluated for impairment	168			—			—			—			168
Collectively evaluated	138			31			36			—			205
Total	$	306		$	31		$	36		$	—		$	373



	Construction and land development				Commercial real estate other				Total commercial real estate
(In thousands)	September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Grade:
Pass	$	33,008	$	14,695	$	433,934	$	376,968	$	466,942	$	391,663
Special mention	47		—		6,820		5,868		6,867		5,868
Substandard	637		—		15,093		20,588		15,730		20,588
Total	$	33,692	$	14,695	$	455,847	$	403,424	$	489,539	$	418,119



	September 30, 2017
(in thousands, except rates)	Carrying Value		Weighted Average Rate
Fixed rate advances maturing:
2017	$	416,000	1.32	%
2018	165,805		1.49
2019	104,947		1.63
2020	29,911		1.76
2021	1,630		1.49
2022 and thereafter	15,689		0.36
Total FHLBB advances	$	733,982	1.40	%



	September 30, 2017		Regulatory Minimum to be Well Capitalized		December 31, 2016		Regulatory Minimum to be Well Capitalized
Company (consolidated)
Total capital to risk weighted assets	13.8	%	10.0	%	16.5	%	10.0	%
Common equity tier 1 capital to risk weighted assets	11.3		6.5		15.0		6.5
Tier 1 capital to risk weighted assets	12.7		8.0		15.0		8.0
Tier 1 capital to average assets	8.0		5.0		8.9		5.0

Bank
Total capital to risk weighted assets	13.8	%	10.0	%	16.7	%	10.0	%
Common equity tier 1 capital to risk weighted assets	13.0		6.5		15.2		6.5
Tier 1 capital to risk weighted assets	13.0		8.0		15.2		8.0
Tier 1 capital to average assets	8.5		5.0		9.1		5.0



(in thousands)	Net unrealized holding gain on AFS Securities			Net loss on effective cash flow hedging derivatives			Net unrealized holding loss on pension plans			Total
Three Months Ended September 30, 2017
Balance at beginning of period	$	836		$	(2,177	)	$	(364	)	$	(1,705	)
Other comprehensive gain(loss) before reclassifications	332			(53		)	3			282
Less: amounts reclassified from accumulated other comprehensive income	12			—			—			12
Total other comprehensive income	320			(53		)	3			270
Balance at end of period	$	1,156		$	(2,230	)	$	(361	)	$	(1,435	)

Three Months Ended September 30, 2016
Balance at beginning of period	$	11,315		$	(2,412	)	$	(412	)	$	8,491
Other comprehensive gain before reclassifications	(2,745		)	(60		)	5			(2,800		)
Less: amounts reclassified from accumulated other comprehensive income	880			—			—			880
Total other comprehensive income	(3,625		)	(60		)	5			(3,680		)
Balance at end of period	$	7,690		$	(2,472	)	$	(407	)	$	4,811

Nine Months Ended September 30, 2017
Balance at beginning of period	$	(2,124	)	$	(1,798	)	$	(404	)	$	(4,326	)
Other comprehensive gain(loss) before reclassifications	3,292			(432		)	43			2,903
Less: amounts reclassified from accumulated other comprehensive income	12			—			—			12
Total other comprehensive income	3,280			(432		)	43			2,891
Balance at end of period	$	1,156		$	(2,230	)	$	(361	)	$	(1,435	)

Nine Months Ended September 30, 2016
Balance at beginning of period	$	5,713		$	(1,621	)	$	(463	)	$	3,629
Other comprehensive gain before reclassifications	4,895			(851		)	56			4,100
Less: amounts reclassified from accumulated other comprehensive income	2,918			—			—			2,918
Total other comprehensive income	1,977			(851		)	56			1,182
Balance at end of period	$	7,690		$	(2,472	)	$	(407	)	$	4,811




	Three Months Ended September 30,						Affected Line Item in the Statement where Net Income is Presented
(in thousands)	2017			2016
Realized gains on AFS securities:
	$	19		$	1,354		Non-interest income
	(7		)	(474		)	Tax expense
Total reclassifications for the period	$	12		$	880		Net of tax



	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share and share data)	2017		2016		2017		2016
Net income	$	8,617	$	3,632	$	19,386	$	12,349

Average number of basic common shares outstanding	15,420,499		9,063,576		15,098,377		9,036,548
Plus: dilutive effect of stock options and awards outstanding	90,026		98,112		105,661		101,009
Average number of diluted common shares outstanding	15,510,525		9,161,688		15,204,038		9,137,557

Anti-dilutive options excluded from earnings calculation	—		101,826		8,247		107,535

Earnings per share:
Basic	$	0.56	$	0.40	$	1.27	$	1.37
Diluted	$	0.56	$	0.40	$	1.27	$	1.35



			Weighted Average Maturity	Estimated Fair Value Asset (Liability)
	Notional Amount		Weighted Average Maturity	Estimated Fair Value Asset (Liability)
	(In thousands)		(In years)	(In thousands)
Cash flow hedges:
Interest rate caps agreements	$	90,000	5.4	$	793
Total cash flow hedges	90,000		5.4	793

Economic hedges:
Forward sale commitments	16,547		0.2	(173		)
Total economic hedges	16,547		0.2	(173		)

Non-hedging derivatives:
Interest rate lock commitments	16,742		0.2	16
Total non-hedging derivatives	16,742		0.2	16

Total	$	123,289		$	636



	September 30, 2017
	Level 1		Level 2		Level 3			Total
(In thousands)	Inputs		Inputs		Inputs			Fair Value
Available for sale securities:
Obligations of US Government sponsored enterprises	$	—	$	6,979	$	—		$	6,979
Mortgage-backed securities:
US Government-sponsored enterprises	—		437,957		—			437,957
US Government agency	—		102,138		—			102,138
Private label	—		719		—			719
Obligations of states and political subdivisions thereof	—		141,982		—			141,982
Corporate bonds	—		28,684		—			28,684
Derivative assets	—		793		16			809
Derivative liabilities	—		—		(173		)	(173		)



	Assets (Liabilities)
	Interest Rate Lock			Forward
(In thousands)	Commitments			Commitments
Three Months Ended September 30, 2017
June 30, 2017	$	(3	)	$	(231	)
Realized gain recognized in non-interest income	19			58
September 30, 2017	$	16		$	(173	)

Nine Months Ended September 30, 2017
December 31, 2016	$	—		$	—
Acquisition of Lake Sunapee Bank, January 13, 2017	96			23
Goodwill adjustment Lake Sunapee Bank Merger	(75		)	(167		)
Realized (loss) recognized in non-interest income	(5		)	(29		)
September 30, 2017	$	16		$	(173	)



(In thousands, except ratios)	Fair Value September 30, 2017			Valuation Techniques	Unobservable Inputs	Significant Unobservable Input Value
Assets (Liabilities)
Interest Rate Lock Commitment	$	16		Historical trend	Closing Ratio	90		%
				Pricing Model	Origination Costs, per loan	$	1.7

Forward Commitments	(173		)	Quoted prices for similar loans in active markets.	Freddie Mac pricing system	Pair-off contract price
Total	$	(157	)



(in thousands, except ratios)	Fair Value June 30, 2022		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)^(a)
Assets
Individually evaluated loans	$	8,070	Fair value of collateral-appraised value	Loss severity		10% to 70%
				Appraised value		$71 to $1,175

Individually evaluated loans		5,540	Discount cash flow	Discount rate		2.88% to 6.45%
				Cash flows		$5 to $943

Capitalized servicing rights		7,043	Discounted cash flow	Constant prepayment rate (CPR)		7.18%
				Discount rate		9.04%

Premises held for sale		327	Fair value of asset less selling costs	Appraised value		$347
				Selling Costs		6%
Total	$	20,980

(in thousands)

June 30, 2022

December 31, 2021

Balances from contracts with customers only:

Other Assets

Other Liabilities