UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended: ~~March 31,~~September 30, 2022


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

For the transition period from to

Commission File Number: 001-13349

BAR HARBOR BANKSHARES

(Exact name of registrant as specified in its charter)


Maine		01-0393663
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

PO Box 400
82 Main Street, Bar Harbor, ME		04609-0400
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (207) 288-3314

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

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

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

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

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

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

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

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

The Registrant had ~~15,012,606~~15,065,620 shares of common stock, par value $2.00 per share, outstanding as of ~~May~~November 2, 2022.

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

FORM 10-Q

INDEX

				Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)

	Consolidated Balance Sheets as of ~~March 31,~~September 30, 2022 and December 31, 2021			45

	Consolidated Statements of Income for the Three and Nine Months Ended ~~March 31, 2022 and 2021~~			6

	~~Consolidated Statements of Comprehensive Income for the Three Months Ended March 31,~~September 30, 2022 and 2021			7

	Consolidated Statements of ~~Changes in Shareholders’ Equity~~Comprehensive Income for the Three and Nine Months Ended ~~March 31,~~September 30, 2022 and 2021			8

	Consolidated Statements of ~~Cash Flows~~Changes in Shareholders’ Equity for the Three and Nine Months Ended ~~March 31,~~September 30, 2022 and 2021			9

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021			10

	Notes to Unaudited Consolidated Interim Financial Statements
		Note 1	Basis of Presentation	1011
		Note 2	Securities Available for Sale	1112
		Note 3	Loans and Allowance for Credit Losses	1415
		Note 4	Borrowed Funds	2326
		Note 5	Deposits	2528
		Note 6	Capital Ratios and Shareholders' Equity	2629
		Note 7	Earnings per Share	2934
		Note 8	Derivative Financial Instruments and Hedging Activities	3035
		Note 9	Fair Value Measurements	3745
		Note 10	Revenue from Contracts with Customers	4352
		Note 11	Leases	4554


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			4756
		Selected Financial Data		4858
		Consolidated Loan and Deposit Analysis		4959
		Average Balances and Average Yields/Rates		5060
		Non-GAAP Financial Measures		5162
		Reconciliation of Non-GAAP Financial Measures		5263
		~~Financial~~Performance Summary		5465

Item 3.	Quantitative and Qualitative Disclosures about Market Risk			5970

Item 4.	Controls and Procedures			6172


PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings			6172

Item 1A.	Risk Factors			6172

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			6273

Item 6.	Exhibits			6374

Signatures				6475

Table of Contents

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this ~~document~~Quarterly Report on Form 10-Q (the “Form 10-Q”) 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"~~“believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but ~~these terms~~other statements not based on historical information may also be considered forward-looking, including statements about the Company’s future financial and operating results and the Company’s plans, objectives, and intentions. All forward-looking statements are ~~not~~subject to risks, uncertainties, and other factors that may cause the ~~exclusive means~~actual results, performance, or achievements of ~~identifying~~the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are subject to ~~significant~~known and unknown risks, ~~assumptions and~~ uncertainties including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other ~~risks and uncertainties disclosed~~factors that could cause the actual results to differ materially from ~~time to time in documents that we file with~~ the ~~Securities and Exchange Commission,~~statements, including, but not limited to:

●

deterioration in the financial condition of borrowers of the Bank, including as a result of the negative impact of inflationary pressures on our customers and their businesses resulting in significant increases in loan losses and provisions for those losses;

●

the possibility that our asset quality could decline or that we experience greater loan losses than anticipated,

●

increased levels of other real estate, primarily as a result of foreclosures;

●

the impact of liquidity needs on our results of operations and financial condition;

●

competition from financial institutions and other financial service providers;

●

the effect of interest rate increases on the cost of deposits;

●

unanticipated weakness in loan demand or loan pricing;

●

adverse conditions in the national or local economies including in our markets throughout Northern New England;

●

the effects of new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the virus, and the resulting impact on general economic and financial market conditions and on the Company’s and our customers' business, results of operations, asset quality and financial condition;

●

the efficacy of vaccines against the COVID-19 virus, including new variants;

●

the effects of civil unrest, international hostilities or other geopolitical events, including the war in Ukraine;

●

inflation, interest rate, market, and monetary fluctuations;

●

lack of strategic growth opportunities or our failure to execute on available opportunities;

●

the ability to grow and retain low-cost core deposits and retain large, uninsured deposits;

●

our ability to effectively manage problem credits;

●

our ability to successfully implement efficiency initiatives on time and with the results projected;

●

our ability to successfully develop and market new products and technology;

●

the impact of negative developments in the financial industry and United States and global capital and credit markets;

●

our ability to retain executive officers and key employees and their customer and community relationships;

●

our ability to adapt to technological changes;

●

risks associated with litigation, including reputational and financial risks and the applicability of insurance coverage;

●

the vulnerability of the Bank’s computer and information technology systems and networks, and the systems and networks of third parties with whom the Company or the Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches and interruptions;

●

ongoing competition in the labor markets and increased employee turnover;

3

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●

our ability to comply with various governmental and regulatory requirements applicable to financial institutions;

●

changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments;

●

governmental monetary and fiscal policies, including the policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”);

●

adverse impacts (including costs, fines, reputational harm, or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions; and

●

general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate.

Other factors not identified above, including those ~~discussed in~~described under the ~~section titled "Risk Factors"~~headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021. Because~~2021, our quarterly reports on Form 10-Q, and current reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov, may also cause actual results to differ materially from those described in our forward-looking statements. Most of these factors are difficult to anticipate and ~~other uncertainties,~~are generally beyond our ~~actual results, performance or achievements, or industry results,~~control. You should consider these factors in connection with considering any forward-looking statements that may be ~~materially different from the results indicated~~made 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~~us. We undertake no obligation to release publicly any ~~of the~~revisions to any forward-looking statements, ~~which speak only as~~to report events or to report the occurrence of ~~the dates on which they were made. We~~unanticipated events unless we are ~~not undertaking an obligation~~required 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~~do so by ~~these cautionary statements.~~law.

34

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in thousands, except share data)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Assets
Cash and cash equivalents:
Cash and due from banks	$	38,656	$	33,508	$	50,760	$	33,508
Interest-earning deposits with other banks		72,393		216,881		31,305		216,881
Total cash and cash equivalents		111,049		250,389		82,065		250,389

Securities:
Securities available for sale		603,910		618,276		556,752		618,276
Federal Home Loan Bank stock		7,384		7,384		9,035		7,384
Total securities		611,294		625,660		565,787		625,660

Loans held for sale		2,843		5,523		982		5,523

Total loans		2,654,562		2,531,910		2,850,364		2,531,910
Less: Allowance for credit losses		(23,190)		(22,718)		(25,018)		(22,718)
Net loans		2,631,372		2,509,192		2,825,346		2,509,192

Premises and equipment, net		48,891		49,382		48,010		49,382
Goodwill		119,477		119,477		119,477		119,477
Other intangible assets		6,500		6,733		6,034		6,733
Cash surrender value of bank-owned life insurance		79,861		79,020		80,758		79,020
Deferred tax assets, net		12,614		5,547		25,288		5,547
Other assets		68,169		58,310		86,499		58,310
Total assets	$	3,692,070	$	3,709,233	$	3,840,246	$	3,709,233

Liabilities
Deposits:
Demand	$	653,471	$	664,420	$	700,218	$	664,420
NOW		918,768		940,631		918,822		940,631
Savings		658,834		628,670		669,317		628,670
Money market		424,750		389,291		513,075		389,291
Time		391,940		425,532		334,248		425,532
Total deposits		3,047,763		3,048,544		3,135,680		3,048,544

Borrowings:
Senior		118,538		118,400		188,757		118,400
Subordinated		60,165		60,124		60,248		60,124
Total borrowings		178,703		178,524		249,005		178,524

Other liabilities		58,605		58,018		75,596		58,018
Total liabilities		3,285,071		3,285,086		3,460,281		3,285,086

(continued)

45

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (continued)


(in thousands, except share data)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Shareholders’ equity
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 shares at March 31, 2022 and December 31, 2021		32,857		32,857
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 shares at September 30, 2022 and December 31, 2021						32,857		32,857
Additional paid-in capital		191,766		190,876		191,438		190,876
Retained earnings		221,101		215,592		235,218		215,592
Accumulated other comprehensive (loss) income		(21,355)		2,303		(62,589)		2,303
Less: 1,415,782 and 1,427,059 shares of treasury stock at March 31, 2022 and December 31, 2021, respectively		(17,370)		(17,481)
Less: 1,362,768 and 1,427,059 shares of treasury stock at September 30, 2022 and December 31, 2021, respectively						(16,959)		(17,481)
Total shareholders’ equity		406,999		424,147		379,965		424,147
Total liabilities and shareholders’ equity	$	3,692,070	$	3,709,233	$	3,840,246	$	3,709,233

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

56

Table of Contents

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended

March 31,
(in thousands, except earnings per share data)

2022

2021
Interest and dividend income

Loans

$
22,671

$
24,205
Securities and other

3,826

3,979
Total interest and dividend income

26,497

28,184
Interest expense




Deposits

1,189

2,951
Borrowings

1,010

1,811
Total interest expense

2,199

4,762
Net interest income

24,298

23,422
Provision for credit losses

377

(489)
Net interest income after provision for credit losses

23,921

23,911

Non-interest income




Trust and investment management fee income

3,754

3,666
Customer service fees

3,616

2,970
Gain on sales of securities, net

9

—
Mortgage banking income

624

2,570
Bank-owned life insurance income

501

518
Customer derivative income

18

410
Other income

787

114
Total non-interest income

9,309

10,248

Non-interest expense




Salaries and employee benefits

12,147

12,176
Occupancy and equipment

4,423

4,328
(Gain) loss on sales of premises and equipment, net

(75)

8
Outside services

340

432
Professional services

173

558
Communication

225

321
Marketing

263

290
Amortization of intangible assets

233

241
Acquisition, conversion and other expenses

325

889
Other expenses

3,832

3,248
Total non-interest expense

21,886

22,491

Income before income taxes

11,344

11,668
Income tax expense

2,232

2,188
Net income

$
9,112

$
9,480

Earnings per share:




Basic

$
0.61

$
0.63
Diluted

$
0.60

$
0.63

Weighted average common shares outstanding:




Basic

15,011

14,934
Diluted

15,102

15,007


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands, except earnings per share data)	2022		2021		2022		2021
Interest and dividend income
Loans	$	27,940	$	25,094	$	75,192	$	72,490
Securities and other		5,145		3,821		13,178		11,792
Total interest and dividend income		33,085		28,915		88,370		84,282
Interest expense
Deposits		1,801		1,555		4,185		7,109
Borrowings		1,374		1,778		3,458		5,415
Total interest expense		3,175		3,333		7,643		12,524
Net interest income		29,910		25,582		80,727		71,758
Provision for credit losses		1,306		(174)		2,217		(1,428)
Net interest income after provision for credit losses		28,604		25,756		78,510		73,186

Non-interest income
Trust and investment management fee income		3,548		3,868		11,131		11,335
Customer service fees		3,836		3,515		11,108		9,742
Gain on sales of securities, net		44		1,930		53		1,980
Mortgage banking income		315		850		1,427		4,973
Bank-owned life insurance income		496		494		1,501		1,510
Customer derivative income		58		341		213		837
Other income		526		352		1,660		726
Total non-interest income		8,823		11,350		27,093		31,103

Non-interest expense
Salaries and employee benefits		12,242		11,743		35,757		35,275
Occupancy and equipment		4,458		4,029		13,254		12,251
Gain on sales of premises and equipment, net		—		(146)		(65)		(137)
Outside services		393		547		1,143		1,512
Professional services		421		491		1,122		1,200
Communication		204		188		617		707
Marketing		518		339		1,150		1,163
Amortization of intangible assets		233		233		699		707
Loss on debt extinguishment		—		1,768		—		1,768
Acquisition, conversion and other expenses		31		318		356		1,759
Other expenses		4,532		3,862		12,585		11,382
Total non-interest expense		23,032		23,372		66,618		67,587

Income before income taxes		14,395		13,734		38,985		36,702
Income tax expense		2,965		2,706		7,940		7,169
Net income	$	11,430	$	11,028	$	31,045	$	29,533

Earnings per share:
Basic	$	0.76	$	0.74	$	2.07	$	1.97
Diluted	$	0.76	$	0.73	$	2.06	$	1.96

Weighted average common shares outstanding:
Basic		15,058		14,983		15,029		14,961
Diluted		15,113		15,051		15,100		15,035

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended

March 31,
(in thousands)

2022

2021
Net income

$
9,112

$
9,480
Other comprehensive (loss) income, before tax:




Changes in unrealized loss on securities available for sale

(28,844)

(7,185)
Changes in unrealized (loss) gain on hedging derivatives

(1,881)

2,393
Changes in unrealized gain (loss) on pension

—

—

Income taxes related to other comprehensive income:




Changes in unrealized loss on securities available for sale

6,634

1,672
Changes in unrealized loss (gain) on hedging derivatives

433

(557)
Changes in unrealized (gain) loss on pension

—

—
Total other comprehensive loss

(23,658)

(3,677)
Total comprehensive (loss) income

$
(14,546)

$
5,803


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands)	2022		2021		2022		2021
Net income	$	11,430	$	11,028	$	31,045	$	29,533
Other comprehensive (loss) income, before tax:
Changes in unrealized loss on securities available for sale		(26,933)		(3,700)		(79,186)		(7,328)
Changes in unrealized (loss) gain on hedging derivatives		(1,568)		(203)		(5,446)		2,311

Income taxes related to other comprehensive income:
Changes in unrealized loss on securities available for sale		6,522		861		18,486		1,703
Changes in unrealized loss (gain) on hedging derivatives		361		48		1,254		(538)
Total other comprehensive loss		(21,618)		(2,994)		(64,892)		(3,852)
Total comprehensive (loss) income	$	(10,188)	$	8,034	$	(33,847)	$	25,681

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (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 (23,010 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

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


							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		—		—		18,505		—		—		18,505
Other comprehensive loss		—		—		—		(858)		—		(858)
Cash dividends declared ($0.46 per share)		—		—		(6,876)		—		—		(6,876)
Net issuance (56,290 shares) to employee stock plans, including related tax effects		—		(280)		—		—		449		169
Recognition of stock based compensation		—		997		—		—		—		997
Balance at June 30, 2021	$	32,857	$	190,801	$	201,994	$	5,882	$	(17,774)	$	413,760

Net income		—		—		11,028		—		—		11,028
Other comprehensive income		—		—		—		(2,994)		—		(2,994)
Cash dividends declared ($0.24 per share)		—		—		(3,596)		—		—		(3,596)
Net issuance (14,412 shares) to employee stock plans, including related tax effects		—		(276)		—		—		146		(130)
Recognition of stock based compensation		—		367		—		—		—		367
Balance at September 30, 2021	$	32,857	$	190,892	$	209,426	$	2,888	$	(17,628)	$	418,435

Balance at December 31, 2021	$	32,857	$	190,876	$	215,592	$	2,303	$	(17,481)	$	424,147
Net income		—		—		19,615		—		—		19,615
Other comprehensive loss		—		—		—		(43,274)		—		(43,274)
Cash dividends declared ($0.50 per share)		—		—		(7,509)		—		—		(7,509)
Net issuance (24,768 shares) to employee stock plans, including related tax effects		—		376		—		—		148		524
Recognition of stock based compensation		—		94		—		—		—		94
Balance at June 30, 2022	$	32,857	$	191,346	$	227,698	$	(40,971)	$	(17,333)	$	393,597

Net income		—		—		11,430		—		—		11,430
Other comprehensive loss		—		—		—		(21,618)		—		(21,618)
Cash dividends declared ($0.26 per share)		—		—		(3,910)		—		—		(3,910)
Net issuance (39,523 shares) to employee stock plans, including related tax effects		—		(530)		—		—		374		(156)
Recognition of stock based compensation		—		622		—		—		—		622
Balance at September 30, 2022	$	32,857	$	191,438	$	235,218	$	(62,589)	$	(16,959)	$	379,965

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cash flows from operating activities:
Net income	$	9,112	$	9,480	$	31,045	$	29,533
Adjustments to reconcile net income to net cash provided by operating activities:
Originations of loans held for sale		(20,101)		(60,677)		(33,919)		(149,948)
Proceeds from loan sales		22,587		71,163		38,184		153,832
Loss (gain) on sale of loans		48		(1,932)
Loss on sale of loans						281		3,621
Provision for credit losses		377		(489)		2,217		(1,428)
Net amortization of securities		832		1,215		2,287		3,788
Change in unamortized net loan costs and premiums		(1,370)		(1,768)		353		(2,739)
Premises and equipment depreciation		1,067		1,181		3,186		3,466
Stock-based compensation expense		454		666		716		1,364
Accretion of purchase accounting entries, net		—		4		—		10
Amortization of other intangibles		233		241		699		704
Income from cash surrender value of bank-owned life insurance policies		(501)		(518)		(1,501)		(1,510)
Gain on sales of securities, net		(9)		—		(53)		(1,980)
Increase in right-of-use lease assets		296		282
Amortization of right-of-use lease assets						893		851
Decrease in lease liabilities		(280)		(259)		(851)		(786)
(Gain) loss on premises and equipment, net		(75)		8
Gain on premises and equipment, net						(65)		(137)
Net change in other assets and liabilities		(6,469)		(3,887)		(2,954)		(7,878)
Net cash provided by operating activities		6,201		14,710		40,518		30,763

Cash flows from investing activities:
Proceeds from sales of securities available for sale		7,923		—		19,591		54,388
Proceeds from maturities, calls and prepayments of securities available for sale		19,747		28,687		48,073		99,580
Purchases of securities available for sale		(47,721)		(79,583)		(99,294)		(123,335)
Net change in loans		(121,365)		11,490		(319,036)		47,360
Recoveries of previously charged off loans		178		—		312		159
Purchase of FHLB stock		—		(790)		(2,924)		(790)
Proceeds from sale of FHLB stock						1,273		4,634
Purchase of premises and equipment, net		(602)		(982)		(1,842)		(1,216)
Net investment in community limited partnerships		—		(470)		(1,430)		(1,112)
Net cash (used in) investing activities		(141,840)		(41,648)
Net cash (used in) provided by investing activities						(355,277)		79,668

Cash flows from financing activities:
Net change in deposits		(781)		6,127		87,136		101,050
Net change in short-term senior borrowings		—		19,653		92,250		9,324
Repayments of long-term senior borrowings		(5)		(8)		(21,014)		—
Net change in short-term other borrowings		141		(3,503)		(886)		(89,018)
Net issuance to employee stock plans		547		172		368		(6,073)
Cash dividends paid on common stock		(3,603)		(3,284)		(11,419)		(10,472)
Net cash (used in) provided by financing activities		(3,701)		19,157
Net cash provided by financing activities						146,435		4,811

Net change in cash and cash equivalents		(139,340)		(2,495)		(168,324)		115,242
Cash and cash equivalents at beginning of year		250,389		226,007		250,389		226,007
Cash and cash equivalents at end of period	$	111,049	$	223,512	$	82,065	$	341,249

Supplemental cash flow information:
Interest paid	$	1,717	$	6,231	$	7,028	$	13,052
Income taxes paid, net		1,073		3,389		6,781		7,755

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The consolidated financial statements (unaudited) (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries ~~(“we”,~~(the “Company,” “we,” “our” or “us”) or similar terms) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). ~~Bar Harbor Bankshares~~The Company is a Maine Financial Institution Holding Company for the purposes of the laws of the ~~state~~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 our wholly owned subsidiary Bar Harbor Bank & Trust (the “Bank”) and the Bank’s consolidated subsidiaries. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly owned and majority owned subsidiaries are consolidated unless 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 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 in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 previously filed with the Securities and Exchange Commission (the "SEC"). In management's opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented.

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

Recent Accounting Pronouncements

The following table provides a brief description of recent accounting standards updates ~~(ASU)~~(“ASU”) that could have a material impact to the Company’s consolidated financial statements upon adoption:


Standard	Description	Required Date of Adoption	Effect on financial statements
Standards Not Yet Adopted
ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR”) 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.

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NOTE 2. SECURITIES AVAILABLE FOR SALE

The following is a summary of securities available for ~~sale:~~sale (“AFS”):


			Gross		Gross						Gross		Gross
			Unrealized		Unrealized						Unrealized		Unrealized
(in thousands)	Amortized Cost		Gains		Losses		Fair Value		Amortized Cost		Gains		Losses		Fair Value
March 31, 2022
September 30, 2022
Mortgage-backed securities:
US Government-sponsored enterprises	$	244,419	$	346	$	(15,419)	$	229,346	$	252,369	$	4	$	(36,349)	$	216,024
US Government agency		84,662		218		(3,648)		81,232		93,643		11		(10,128)		83,526
Private label		83,831		44		(1,120)		82,755		72,484		34		(5,749)		66,769
Obligations of states and political subdivisions thereof		132,761		299		(6,348)		126,712		123,350		9,205		(27,903)		104,652
Corporate bonds		84,501		1,010		(1,646)		83,865		91,512		26		(5,757)		85,781
Total securities available for sale	$	630,174	$	1,917	$	(28,181)	$	603,910	$	633,358	$	9,280	$	(85,886)	$	556,752


			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 ~~March~~September 30, 2022 and December 31, ~~2022~~2021, we carried 0no allowance on available for sale debt securities in accordance with ASU ~~2016-13.~~2016-13, Measurement of Credit Losses on Financial Instruments.

The amortized cost and estimated fair value of available for sale securities segregated by contractual maturity at ~~March 31,~~September 30, 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

$
2,000

$
2,010
Over 1 year to 5 years

27,036

26,909
Over 5 years to 10 years

52,060

53,617
Over 10 years

136,166

128,041
Total bonds and obligations

217,262

210,577
Mortgage-backed securities

412,912

393,333
Total securities available for sale

$
630,174

$
603,910


	Available for sale
(in thousands)	Amortized Cost		Fair Value
Within 1 year	$	195	$	196
Over 1 year to 5 years		30,292		28,426
Over 5 years to 10 years		49,666		55,025
Over 10 years		134,709		106,786
Total bonds and obligations		214,862		190,433
Mortgage-backed securities		418,496		366,319
Total securities available for sale	$	633,358	$	556,752

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


					Three Months Ended				Nine Months Ended
	Three Months Ended March 31,				September 30,				September 30,
(in thousands)	2022		2021		2022		2021		2022		2021
Gross gains on sales of available for sale securities	$	9	$	—	$	142	$	1,980	$	151	$	2,030
Gross losses on sales of available for sale securities		—		—		(98)		(50)		(98)		(50)
Net gains on sale of available for sale securities	$	9	$	—	$	44	$	1,930	$	53	$	1,980

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


	Less Than Twelve Months				Over Twelve Months				Total				Less Than Twelve Months				Over Twelve Months				Total
	Gross				Gross				Gross				Gross				Gross				Gross
	Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair
(in thousands)	Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value
March 31, 2022
September 30, 2022
Mortgage-backed securities:
US Government-sponsored enterprises	$	9,338	$	157,458	$	6,081	$	55,590	$	15,419	$	213,048	$	18,262	$	139,219	$	18,087	$	76,291	$	36,349	$	215,510
US Government agency		2,796		55,651		852		10,817		3,648		66,468		6,591		64,575		3,537		17,021		10,128		81,596
Private label		955		65,942		165		16,112		1,120		82,054		3,466		35,740		2,283		30,994		5,749		66,734
Obligations of states and political subdivisions thereof		4,930		94,258		1,418		9,105		6,348		103,363		20,425		78,085		7,478		21,373		27,903		99,458
Corporate bonds		1,274		31,862		372		6,829		1,646		38,691		3,770		65,251		1,987		16,763		5,757		82,014
Total securities available for sale	$	19,293	$	405,171	$	8,888	$	98,453	$	28,181	$	503,624	$	52,514	$	382,870	$	33,372	$	162,442	$	85,886	$	545,312


	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

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We expect to recover the amortized cost basis on all securities in our AFS portfolio. Furthermore, we do not intend to sell nor do we anticipate that we will be required to sell any securities in an unrealized loss position as of ~~March 31,~~September 30, 2022, prior to this recovery. Our ability and intent to hold these securities until recovery is supported by our ~~strong~~ capital and liquidity positions as well as historically low portfolio turnover.

The following summarizes, by investment security type, the impact of securities in an unrealized loss position for greater than 12 months at ~~March 31,~~September 30, 2022:

US Government-sponsored enterprises

33489 out of the total ~~526~~521 securities in our portfolios of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented ~~9.86%~~14.55% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association and Federal Home Loan Mortgage Corporation guarantee the contractual cash flows of all of our US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter.

US Government agency

9139 out of the total ~~158~~161 securities in our portfolios of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented ~~7.3%~~11.04% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association guarantees the contractual cash flows of all of our US Government agency securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter.

Private label

1033 of the total 3735 securities in our portfolio of AFS private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented ~~1.01%~~7.93% of the amortized cost of securities in unrealized loss positions. We expect to receive all of the future contractual cash flows related to the amortized cost on these securities.

Obligations of states and political subdivisions thereof

468 of the total 8683 securities in our portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented ~~13.47%~~22.06% of the amortized cost of securities in unrealized loss positions. We continually ~~monitors~~monitor the municipal bond sector of the market carefully and periodically ~~evaluates~~evaluate the appropriate level of exposure to the market. At this time, we feel the bonds in this portfolio carry minimal risk of default, and we are appropriately compensated for the risk. There were no material underlying credit downgrades during the quarter. .

Corporate bonds

226 out of the total 2731 securities in our portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents ~~5.12%~~7.07% of the amortized cost of bonds in unrealized loss positions. We review the financial strength of all of these bonds, and ~~has~~we have 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.

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NOTE 3. LOANS 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 types. The following is a summary of total loans by regulatory call report code segmentation based on underlying collateral for certain loan types:


	March 31,		December 31,		September 30,		December 31,
(in thousands)	2022		2021		2022		2021
Commercial construction	$	80,264	$	56,263	$	97,156	$	56,263
Commercial real estate owner occupied		249,460		257,122		256,475		257,122
Commercial real estate non-owner occupied		966,739		887,092		1,081,924		887,092
Tax exempt		38,634		41,280		41,622		41,280
Commercial and industrial		293,816		307,112		319,645		307,112
Residential real estate		933,559		888,263		953,113		888,263
Home equity		84,217		86,657		92,296		86,657
Consumer other		7,873		8,121		8,133		8,121
Total loans		2,654,562		2,531,910		2,850,364		2,531,910
Allowance for credit losses		23,190		22,718		25,018		22,718
Net loans	$	2,631,372	$	2,509,192	$	2,825,346	$	2,509,192

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


	March 31,		December 31,		September 30,		December 31,
(in thousands)	2022		2021		2022		2021
Net unamortized loan origination costs	$	4,384	$	3,014	$	3,367	$	3,014
Net unamortized fair value discount on acquired loans		(4,507)		(4,758)		(3,898)		(4,758)
Total	$	(123)	$	(1,744)	$	(531)	$	(1,744)

We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of ~~March 31,~~September 30, 2022 and December 31, 2021, accrued interest receivable for loans totaled ~~$8.7~~$8.8 million and $6.3 million, respectively, and is included in the “other assets” line item on the consolidated balance sheets.

The ~~CARES~~Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and subsequent legislation established the Payroll Protection Program ~~(PPP),~~(“PPP”) are administered directly by the Small Business Administration ~~(SBA)~~(“SBA”). As of ~~March 31,~~September 30, 2022, we had no remaining PPP loans and as of December 31, 2021, we had ~~9 and~~ 61 PPP loans outstanding, with an outstanding principal balance of ~~$1.1 million and~~ $6.7 ~~million, respectively.~~million. 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 completed structure in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy guidelines that are more restrictive than ~~existing structures.~~on stabilized commercial real estate transactions. Construction loans are primarily paid by the cash flow generated from the completed structure, such as operating leases, rents, or other operating cash flows from the borrower.

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.

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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 the purpose of financing working capital and/or capital investment in this segment. Generally loans are secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Some loans in this category may be unsecured or guaranteed by government agencies such as the SBA. Loans are primarily paid by the operating cash flow of the borrower.

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

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

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

Allowance for Credit Losses

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

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 TDRs.

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

Three Months Ended March 31, 2022

Balance at

Beginning of

Balance at

(in thousands)

Period

Charge Offs

Recoveries

Provision

End of Period

Commercial construction

$
2,111

$
—

$
—

$
(1,110)

$
1,001

Commercial real estate owner occupied

2,751

—

54

(132)

2,673

Commercial real estate non-owner occupied

5,650

—

—

1,357

7,007

Tax exempt

86

—

—

(86)

—

Commercial and industrial

5,369

—

25

(655)

4,739

Residential real estate

5,862

(15)

91

940

6,878

Home equity

814

(2)

5

10

827

Consumer other

75

(66)

3

53

65

Total

$
22,718

$
(83)

$
178

$
377

$
23,190


	At or for the Three Months Ended September 30, 2022
	Balance at
	Beginning of								Balance at
(in thousands)	Period		Charge Offs		Recoveries		Provision		End of Period
Commercial construction	$	1,010	$	—	$	—	$	213	$	1,223
Commercial real estate owner occupied		2,722		—		7		132		2,861
Commercial real estate non-owner occupied		7,361		—		—		610		7,971
Tax exempt		105		—		—		(11)		94
Commercial and industrial		4,820		(8)		20		290		5,122
Residential real estate		6,806		(11)		6		85		6,886
Home equity		865		—		2		(76)		791
Consumer other		67		(66)		6		63		70
Total	$	23,756	$	(85)	$	41	$	1,306	$	25,018



	Three Months Ended March 31, 2021												At or for the Nine Months Ended September 30, 2022
	Balance at												Balance at
	Beginning of		Impact of ASC								Balance at		Beginning of								Balance at
(in thousands)	Period		326		Charge Offs		Recoveries		Provision		End of Period		Period		Charge Offs		Recoveries		Provision		End of Period
Commercial construction	$	824	$	1,196	$	—	$	18	$	(246)	$	1,792	$	2,111	$	—	$	—	$	(888)	$	1,223
Commercial real estate owner occupied		1,783		708		(153)		—		1,014		3,352		2,751		—		120		(10)		2,861
Commercial real estate non-owner occupied		7,864		(2,008)		—		4		42		5,902		5,650		—		—		2,321		7,971
Tax exempt		58		40		—		—		(4)		94		86		—		—		8		94
Commercial and industrial		3,137		2,996		—		1		(1,094)		5,040		5,369		(14)		56		(289)		5,122
Residential real estate		5,010		1,732		(40)		13		(146)		6,569		5,862		(26)		103		947		6,886
Home equity		285		603		(22)		11		(54)		823		814		(6)		22		(39)		791
Consumer other		121		(39)		(1)		1		(1)		81		75		(181)		9		167		70
Total	$	19,082	$	5,228	$	(216)	$	48	$	(489)	$	23,653	$	22,718	$	(227)	$	310	$	2,217	$	25,018

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	At or for the Three Months Ended September 30, 2021
	Balance at
	Beginning of								Balance at
(in thousands)	Period		Charge Offs		Recoveries		Provision		End of Period
Commercial construction	$	2,372	$	—	$	—	$	(286)	$	2,086
Commercial real estate owner occupied		2,552		(142)		72		237		2,719
Commercial real estate non-owner occupied		5,604		—		—		(22)		5,582
Tax exempt		91		—		—		(6)		85
Commercial and industrial		5,225		(24)		—		105		5,306
Residential real estate		6,069		(6)		19		(290)		5,792
Home equity		822		(49)		1		30		804
Consumer other		80		(65)		1		58		74
Total	$	22,815	$	(286)	$	93	$	(174)	$	22,448



	At or for the Nine Months Ended September 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	$	48	$	2,086
Commercial real estate owner occupied		1,783		708		(403)		72		559		2,719
Commercial real estate non-owner occupied		7,864		(2,008)		—		4		(278)		5,582
Tax exempt		58		40		—		—		(13)		85
Commercial and industrial		3,137		2,996		(44)		14		(797)		5,306
Residential real estate		5,010		1,732		(67)		141		(1,024)		5,792
Home equity		285		603		(108)		48		(24)		804
Consumer other		121		(39)		(119)		10		101		74
Total	$	19,082	$	5,228	$	(741)	$	307	$	(1,428)	$	22,448

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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:



(in thousands)	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Beginning Balance	$	2,152	$	359	$	2,523	$	2,152
Impact of CECL adoption		—		1,616
Provision for credit losses		30		(156)		(26)		345
Ending Balance	$	2,182	$	1,819	$	2,497	$	2,497


(in thousands)	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Beginning Balance	$	1,921	$	359
Impact of ASC 326		—		1,616
Provision for credit losses		280		226
Ending Balance	$	2,201	$	2,201

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

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

The following are the definitions of our credit quality indicators:

Pass: Loans 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 there is a low risk of loss related to these loans considered pass-rated.

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

Substandard: Loans we consider as substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans have a well-defined weakness that jeopardizes

19

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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 we consider as doubtful have all of the weaknesses inherent in those loans that are classified as substandard. These loans have the added characteristic of a well-defined weakness which is inadequately protected by the current sound worth and paying capacity of borrower or of the collateral pledged, if any, and calls into question the collectability of the full balance of the loan. The possibility of loss is high but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status is determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. The entire amount of the loan might not be classified as doubtful when collection of a specific portion appears highly probable. Loans are generally not classified doubtful for an extended period of time (i.e., over a year).

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

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Table of Contents

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

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

The following ~~tables present~~table presents our loans by year of origination, loan segmentation and risk indicator as of ~~March 31, 2022 and December 31, 2021:~~September 30, 2022:



(in thousands)	2022		2021		2020		2019		2018		Prior		Total		2022		2021		2020		2019		2018		Prior		Total
Commercial construction
Risk rating:
Pass	$	2,227	$	19,550	$	28,953	$	19,964	$	9,570	$	—	$	80,264	$	34,032	$	32,179	$	5,928	$	1,011	$	973	$	—	$	74,123
Special mention		—		—		—		—		—		—		—		—		—		23,033		—		—		—		23,033
Substandard		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	2,227	$	19,550	$	28,953	$	19,964	$	9,570	$	—	$	80,264	$	34,032	$	32,179	$	28,961	$	1,011	$	973	$	—	$	97,156

Commercial real estate owner occupied
Risk rating:
Pass	$	1,262	$	12,627	$	24,927	$	34,006	$	45,905	$	118,517	$	237,244	$	20,248	$	12,973	$	23,785	$	31,795	$	47,090	$	110,306	$	246,197
Special mention		—		—		—		753		—		2,155		2,908		—		—		245		672		1,145		1,711		3,773
Substandard		—		—		—		1		853		8,129		8,983		—		—		—		—		931		5,276		6,207
Doubtful		—		—		—		—		167		158		325		—		—		—		—		151		147		298
Total	$	1,262	$	12,627	$	24,927	$	34,760	$	46,925	$	128,959	$	249,460	$	20,248	$	12,973	$	24,030	$	32,467	$	49,317	$	117,440	$	256,475

Commercial real estate non-owner occupied
Risk rating:
Pass	$	131,384	$	245,340	$	150,428	$	92,441	$	38,769	$	290,549	$	948,911	$	283,316	$	249,574	$	146,764	$	89,252	$	35,671	$	259,250	$	1,063,827
Special mention		—		—		—		163		—		15,068		15,231		—		—		—		139		918		14,665		15,722
Substandard		—		—		—		—		—		2,434		2,434		—		—		—		173		—		2,048		2,221
Doubtful		—		—		—		—		—		163		163		—		—		—		—		—		154		154
Total	$	131,384	$	245,340	$	150,428	$	92,604	$	38,769	$	308,214	$	966,739	$	283,316	$	249,574	$	146,764	$	89,564	$	36,589	$	276,117	$	1,081,924

Tax exempt
Risk rating:
Pass	$	—	$	1,176	$	294	$	961	$	13,680	$	22,523	$	38,634	$	6,944	$	1,044	$	256	$	778	$	13,276	$	19,324	$	41,622
Special mention		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Total	$	—	$	1,176	$	294	$	961	$	13,680	$	22,523	$	38,634	$	6,944	$	1,044	$	256	$	778	$	13,276	$	19,324	$	41,622

Commercial and industrial
Risk rating:
Pass	$	27,529	$	71,666	$	55,877	$	30,770	$	11,643	$	93,834	$	291,319	$	56,222	$	70,975	$	60,338	$	29,867	$	11,053	$	84,792	$	313,247
Special mention		—		—		15		148		450		622		1,235		1,497		—		155		1,083		516		2,432		5,683
Substandard		—		58		2		476		—		594		1,130		—		55		12		70		—		514		651
Doubtful		—		—		—		—		—		132		132		—		—		—		—		—		64		64
Total	$	27,529	$	71,724	$	55,894	$	31,394	$	12,093	$	95,182	$	293,816	$	57,719	$	71,030	$	60,505	$	31,020	$	11,569	$	87,802	$	319,645

(continued)
Residential real estate
Performing															$	170,291	$	178,875	$	113,573	$	71,869	$	51,588	$	361,823	$	948,019
Nonperforming																—		48		—		50		643		4,353		5,094
Total															$	170,291	$	178,923	$	113,573	$	71,919	$	52,231	$	366,176	$	953,113

Home equity
Performing															$	11,839	$	12,152	$	8,965	$	7,796	$	7,326	$	43,173	$	91,251
Nonperforming																—		—		—		—		—		1,045		1,045
Total															$	11,839	$	12,152	$	8,965	$	7,796	$	7,326	$	44,218	$	92,296

Consumer other
Performing															$	3,833	$	1,596	$	1,029	$	362	$	328	$	980	$	8,128
Nonperforming																—		—		5		—		—		—		5
Total															$	3,833	$	1,596	$	1,034	$	362	$	328	$	980	$	8,133

Total Loans															$	588,222	$	559,471	$	384,088	$	234,917	$	171,609	$	912,057	$	2,850,364

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Table of Contents

(in thousands)

2022

2021

2020

2019

2018

Prior

Total
Residential real estate














Performing

$
82,004

$
189,709

$
117,170

$
77,932

$
58,274

$
402,431

$
927,520
Nonperforming

—

—

—

—

683

5,356

6,039
Total

$
82,004

$
189,709

$
117,170

$
77,932

$
58,957

$
407,787

$
933,559

Home equity














Performing

$
2,352

$
11,323

$
10,513

$
8,247

$
7,136

$
43,369

$
82,940
Nonperforming

—

—

—

—

—

1,277

1,277
Total

$
2,352

$
11,323

$
10,513

$
8,247

$
7,136

$
44,646

$
84,217

Consumer other














Performing

$
826

$
2,215

$
1,382

$
603

$
558

$
2,285

$
7,869
Nonperforming

—

—

—

—

—

4

4
Total

$
826

$
2,215

$
1,382

$
603

$
558

$
2,289

$
7,873

Total Loans

$
247,584

$
553,664

$
389,561

$
266,465

$
187,688

$
1,009,600

$
2,654,562

The following table presents our loans by year of origination, loan segmentation and risk indicator as of December 31, 2021:



(in thousands)	2021		2020		2019		2018		2017		Prior		Total
Commercial construction
Risk rating:
Pass	$	22,866	$	4,787	$	19,211	$	9,399	$	—	$	—	$	56,263
Special mention		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—
Total	$	22,866	$	4,787	$	19,211	$	9,399	$	—	$	—	$	56,263

Commercial real estate owner occupied
Risk rating:
Pass	$	12,940	$	25,240	$	34,782	$	49,136	$	19,292	$	103,144	$	244,534
Special mention		—		—		760		—		—		2,659		3,419
Substandard		—		—		1		853		247		7,737		8,838
Doubtful		—		—		—		167		—		164		331
Total	$	12,940	$	25,240	$	35,543	$	50,156	$	19,539	$	113,704	$	257,122

Commercial real estate non-owner occupied
Risk rating:
Pass	$	235,646	$	172,785	$	119,326	$	39,663	$	136,120	$	165,329	$	868,869
Special mention		—		—		174		—		—		14,789		14,963
Substandard		—		—		—		—		—		3,097		3,097
Doubtful		—		—		—		—		—		163		163
Total	$	235,646	$	172,785	$	119,500	$	39,663	$	136,120	$	183,378	$	887,092

Tax exempt
Risk rating:
Pass	$	1,249	$	299	$	968	$	14,408	$	5,329	$	19,027	$	41,280
Special mention		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—
Total	$	1,249	$	299	$	968	$	14,408	$	5,329	$	19,027	$	41,280

Commercial and industrial
Risk rating:
Pass	$	77,608	$	80,569	$	33,405	$	16,457	$	33,413	$	61,594	$	303,046
Special mention		—		—		584		468		172		1,396		2,620
Substandard		58		3		512		—		48		578		1,199
Doubtful		—		—		—		—		92		155		247
Total	$	77,666	$	80,572	$	34,501	$	16,925	$	33,725	$	63,723	$	307,112

Residential real estate
Performing	$	191,466	$	120,495	$	83,044	$	62,299	$	59,642	$	364,482	$	881,428
Nonperforming		—		—		—		286		178		6,371		6,835
Total	$	191,466	$	120,495	$	83,044	$	62,585	$	59,820	$	370,853	$	888,263

Home equity
Performing	$	12,770	$	10,461	$	9,005	$	7,855	$	6,474	$	38,823	$	85,388
Nonperforming		—		—		—		—		—		1,269		1,269
Total	$	12,770	$	10,461	$	9,005	$	7,855	$	6,474	$	40,092	$	86,657

Consumer other
Performing	$	2,525	$	1,659	$	792	$	669	$	92	$	2,379	$	8,116
Nonperforming		—		—		—		—		—		5		5
Total	$	2,525	$	1,659	$	792	$	669	$	92	$	2,384	$	8,121

Total Loans	$	557,128	$	416,298	$	302,564	$	201,660	$	261,099	$	793,161	$	2,531,910

(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)

1922

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:


	March 31, 2022												September 30, 2022
(in thousands)	30-59		60-89		90+		Total Past Due		Current		Total Loans		30-59		60-89		90+		Total Past Due		Current		Total Loans
Commercial construction	$	—	$	—	$	—	$	—	$	80,264	$	80,264	$	—	$	—	$	—	$	—	$	97,156	$	97,156
Commercial real estate owner occupied		7		—		—		7		249,453		249,460		84		—		—		84		256,391		256,475
Commercial real estate non-owner occupied		83		—		—		83		966,656		966,739		298		—		173		471		1,081,453		1,081,924
Tax exempt		—		—		—		—		38,634		38,634		—		—		—		—		41,622		41,622
Commercial and industrial		82		—		145		227		293,589		293,816		200		100		12		312		319,333		319,645
Residential real estate		4,327		673		2,330		7,330		926,229		933,559		565		928		1,882		3,375		949,738		953,113
Home equity		638		9		408		1,055		83,162		84,217		269		236		204		709		91,587		92,296
Consumer other		28		—		2		30		7,843		7,873		11		4		—		15		8,118		8,133
Total	$	5,165	$	682	$	2,885	$	8,732	$	2,645,830	$	2,654,562	$	1,427	$	1,268	$	2,271	$	4,966	$	2,845,398	$	2,850,364


	December 31, 2021
(in thousands)	30-59		60-89		90+		Total Past Due		Current		Total Loans
Commercial construction	$	—	$	—	$	—	$	—	$	56,263	$	56,263
Commercial real estate owner occupied		1,190		7		1		1,198		255,924		257,122
Commercial real estate non-owner occupied		—		—		—		—		887,092		887,092
Tax exempt		—		—		—		—		41,280		41,280
Commercial and industrial		31		318		185		534		306,578		307,112
Residential real estate		5,010		1,238		1,416		7,664		880,599		888,263
Home equity		699		149		101		949		85,708		86,657
Consumer other		29		—		2		31		8,090		8,121
Total	$	6,959	$	1,712	$	1,705	$	10,376	$	2,521,534	$	2,531,910

Non-Accrual Loans

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


	September 30, 2022
			Nonaccrual With No		90+ Days Past
(in thousands)	Nonaccrual		Related Allowance		Due and Accruing
Commercial construction	$	—	$	—	$	—
Commercial real estate owner occupied		604		371		—
Commercial real estate non-owner occupied		747		430		—
Tax exempt		—		—		—
Commercial and industrial		279		187		2
Residential real estate		5,094		1,539		242
Home equity		1,044		70		15
Consumer other		5		—		—
Total	$	7,773	$	2,597	$	259

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~~Non-Accrual Loans~~

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

March 31, 2022

Nonaccrual With No

90+ Days Past
(in thousands)

Nonaccrual

Related Allowance

Due and Accruing
Commercial construction

$
—

$
—

$
—
Commercial real estate owner occupied

748

395

—
Commercial real estate non-owner occupied

610

610

—
Tax exempt

—

—

—
Commercial and industrial

535

415

—
Residential real estate

6,039

1,080

828
Home equity

1,277

296

15
Consumer other

4

—

—
Total

$
9,213

$
2,796

$
843


	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

21

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of $200 thousand, and $14.8 million at September 30, 2022 and ~~$16.6 million,~~December 31, 2021, respectively. Refer to Note 8 for further discussion of forward delivery commitments.

For the three months ended ~~March 31,~~September 30, 2022 and 2021, we sold ~~$22.2~~$5.2 million and ~~$69.2~~$28.5 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net loss on sale of loans (net of costs, including direct and indirect origination costs) of $52 thousand and a gain of $682 thousand, respectively. For the nine months ended September 30, 2022 and 2021, we sold $38.2 million and $153.8 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 ~~$182~~$281 thousand and ~~$1.9~~$3.6 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 not included in the 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~~third-party valuations of our servicing assets portfolio quarterly, and the assumptions are reflected in Fair Value disclosures.

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NOTE 4. BORROWED FUNDS

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


	March 31, 2022				December 31, 2021				September 30, 2022				December 31, 2021
			Weighted				Weighted				Weighted				Weighted
(dollars in thousands)	Carrying Value		Average Rate		Carrying Value		Average Rate		Carrying Value		Average Rate		Carrying Value		Average Rate
Short-term borrowings
Advances from the FHLB	$	75,000	0.56	%	$	75,000	0.30	%	$	167,250	2.95	%	$	75,000	0.30	%
Other borrowings		19,943	0.14			19,802	0.17			18,916	0.14			19,802	0.17
Total short-term borrowings		94,943	0.24			94,802	0.21			186,166	1.27			94,802	0.21
Long-term borrowings
Advances from the FHLB		23,595	1.05			23,598	1.08			2,591	0.39			23,598	1.08
Subordinated borrowings		60,165	4.48			60,124	4.34			60,248	5.05			60,124	4.34
Total long-term borrowings		83,760	3.51			83,722	3.42			62,839	4.86			83,722	3.42
Total	$	178,703	0.92	%	$	178,524	0.91	%	$	249,005	1.74	%	$	178,524	0.91	%

Short-term debt includes Federal Home Loan Bank of Boston ~~(FHLB)~~(“FHLB”) advances with a remaining maturity of less than one year. We also maintain a $1.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There was 0no outstanding balance on the FHLB line of credit for the periods ended ~~March 31,~~September 30, 2022 and December 31, 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 ~~March 31,~~September 30, 2022, our available secured line of credit at the FRB was ~~$86.8~~$84.1 million. We have pledged certain loans and securities to the FRB to support this arrangement. There were 0no borrowings with the FRB for the periods ended ~~March 31, 2022 and~~ December 31, 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 ~~March 31,~~September 30, 2022 and December 31, 2021. There was 0no outstanding balance on the line of credit as of ~~March 31,~~September 30, 2022 and December 31, 2021.

Long-term FHLB advances consist of advances with a remaining maturity of more than one year. The advances outstanding at ~~March 31,~~September 30, 2022 include no callable advances ~~of $20.0 million~~ and amortizing advances of ~~$295~~$291 thousand. The advances outstanding at December 31, 2021 included $20.0 million of callable advances and $298 thousand of amortizing advances. All 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 FHLB advances as of ~~March 31,~~September 30, 2022 is, as follows:


			Weighted Average				Weighted Average
(in thousands, except rates)	Amount		Rate		Amount		Rate
2022	$	75,000	0.56	%	$	166,250	2.97	%
2023		1,000	—			1,000	—
2024		2,300	—			2,300	—
2025		20,000	1.21			—	—
2026		—	—			—	—
2027 and thereafter		295	1.80			291	3.45
Total FHLB advances	$	98,595	0.68	%	$	169,841	2.92	%

~~We have a~~On November 26, 2019, we entered into Subordinated Note Purchase ~~Agreement~~Agreements with ancertain qualified institutional buyers and accredited investors pursuant to which we sold and issued $40.0 million in aggregate ~~of $40.0 million~~principal amount of subordinated notes due 2029 (the ~~"Notes"~~“Notes”) ~~to accredited investors on November 26, 2019.~~. The Notes have a maturity date of December 1, 2029 and bear a fixed interest rate of 4.63% through December 1, 2024 payable semi-annually in arrears. From December 1, 2024 and thereafter the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight ~~Financing Rate ("SOFR") plus 3.27%. We have the option beginning with the interest payment date of~~

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Financing Rate (SOFR) plus 3.27%. We have the option beginning with the interest payment date of December 1, 2024, and on any scheduled payment date thereafter, to redeem the Notes, in whole or in part upon prior approval of the Federal Reserve. The transaction included debt issuance costs of ~~$455~~$372 thousand as of ~~March 31,~~September 30, 2022 and $496 thousand net of amortization as of December 31, 2021, that are netted against the subordinated debt.

We also have $20.6 million in floating Junior Subordinated Deferrable Interest Debentures (“Debentures”) issued by NHTB Capital Trust II (“Trust II”) and NHTB Capital Trust III (“Trust III”), which are both Connecticut statutory trusts. The Debentures were issued on March 30, 2004, carry a variable interest rate of three-month LIBOR plus 2.79%, and mature in 2034. The debt is callable by us at the time when any interest payment is made. Trust II and Trust III are considered variable interest entities for which we are not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into 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)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Customer Repurchase Agreements
US Government-sponsored enterprises	$	19,943	$	19,802	$	18,916	$	19,802
Total	$	19,943	$	19,802	$	18,916	$	19,802

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NOTE 5. DEPOSITS

A summary of time deposits is, as follows:


(in thousands)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Time less than $100,000	$	178,642	$	181,586	$	167,056	$	181,586
Time $100,000 through $250,000		147,136		169,645		113,168		169,645
Time $250,000 or more		66,162		74,301		54,024		74,301
Total	$	391,940	$	425,532	$	334,248	$	425,532

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


(in thousands)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Within 1 year	$	305,806	$	318,692	$	262,787	$	318,692
Over 1 year to 2 years		55,507		71,247		46,867		71,247
Over 2 years to 3 years		14,901		18,201		12,626		18,201
Over 3 years to 4 years		7,808		8,498		5,971		8,498
Over 4 years to 5 years		5,775		6,751		5,302		6,751
Over 5 years		2,143		2,143		695		2,143
Total	$	391,940	$	425,532	$	334,248	$	425,532

Included in time deposits are brokered deposits of ~~$15.9~~$15.1 million and $16.1 million at ~~March 31,~~September 30, 2022 and December 31, 2021, respectively. Also included in time deposits are reciprocal deposits of ~~$16.0~~$12.7 million and $17.3 million at ~~March 31,~~September 30, 2022 and December 31, 2021, respectively.

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NOTE 6. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios are, as follows:


	September 30, 2022
					Minimum Regulatory
	Actual				Capital Requirements
(in thousands, except ratios)	Amount		Ratio		Amount		Ratio
Company (consolidated)
Total capital to risk-weighted assets	$	404,804	13.42	%	$	241,314	8.00	%
Common equity tier 1 capital to risk-weighted assets		317,043	10.51			135,740	4.50
Tier 1 capital to risk-weighted assets		337,663	11.19			180,986	6.00
Tier 1 capital to average assets (leverage ratio)		337,663	9.13			147,908	4.00

Bank
Total capital to risk-weighted assets	$	398,292	13.22	%	$	241,079	8.00	%
Common equity tier 1 capital to risk-weighted assets		371,151	12.32			135,606	4.50
Tier 1 capital to risk-weighted assets		371,151	12.32			180,808	6.00
Tier 1 capital to average assets (leverage ratio)		371,151	10.05			147,791	4.00

March 31, 2022

Regulatory Minimum to

Actual

be "Well-Capitalized"

(in thousands, except ratios)

Amount

Ratio

Amount

Ratio

Company (consolidated)

Total capital to risk-weighted assets

$
388,289

13.90
%

$
279,345

10.00
%
Common equity tier 1 capital to risk-weighted assets

302,378

10.83

181,483

6.50

Tier 1 capital to risk-weighted assets

322,998

11.56

223,528

8.00

Tier 1 capital to average assets

322,998

8.99

179,643

5.00

Bank

Total capital to risk-weighted assets

$
381,949

13.69
%

$
278,999

10.00
%
Common equity tier 1 capital to risk-weighted assets

356,658

12.78

181,399

6.50

Tier 1 capital to risk-weighted assets

356,658

12.78

223,260

8.00

Tier 1 capital to average assets

356,658

9.94

179,389

5.00


	December 31, 2021								December 31, 2021
					Regulatory Minimum to								Minimum Regulatory
	Actual				be "Well-Capitalized"				Actual				Capital Requirements
(in thousands, except ratios)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Company (consolidated)
Total capital to risk-weighted assets	$	380,690	14.32	%	$	265,845	10.00	%	$	380,690	14.31	%	$	212,798	8.00	%
Common equity tier 1 capital to risk-weighted assets		295,635	11.12			172,808	6.50			295,635	11.11			119,699	4.50
Tier 1 capital to risk-weighted assets		316,255	11.90			212,608	8.00			316,255	11.89			159,598	6.00
Tier 1 capital to average assets		316,255	8.66			182,595	5.00
Tier 1 capital to average assets (leverage ratio)										316,255	8.66			146,029	4.00

Bank
Total capital to risk-weighted assets	$	375,435	14.14	%	$	265,513	10.00	%	$	375,435	14.13	%	$	220,425	8.00	%
Common equity tier 1 capital to risk-weighted assets		351,000	13.22			172,579	6.50			351,000	13.21			123,812	4.50
Tier 1 capital to risk-weighted assets		351,000	13.22			212,405	8.00			351,000	13.21			165,082	6.00
Tier 1 capital to average assets		351,000	9.62			182,432	5.00
Tier 1 capital to average assets (leverage ratio)										351,000	9.62			151,082	4.00

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

The Company and the Bank are subject to the Basel III rule that requires the Company and the Bank to assess their Common equity tier 1 capital to risk-weighted assets and the Company and the Bank each exceed the minimum to be "well-capitalized." Effective January 1, 2019 all banking organizations must maintain a minimum Common equity tier 1 risk-based capital ratio of 6.5%, a minimum Tier 1 risk-based capital ratio of 8.0% and a minimum Total risk-based capital ratio of 10.0%.

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Accumulated other comprehensive (loss) income

Components of accumulated other comprehensive income is, as follows:


(in thousands)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Accumulated other comprehensive income, before tax:
Net unrealized (loss) gain on AFS securities	$	(26,264)	$	2,580	$	(76,606)	$	2,580
Net unrealized (loss) gain on hedging derivatives		(751)		1,130		(4,316)		1,130
Net unrealized loss on post-retirement plans		(718)		(718)		(718)		(718)

Income taxes related to items of accumulated other comprehensive income:
Net unrealized loss (gain) on AFS securities		6,039		(595)		17,891		(595)
Net unrealized loss (gain) on hedging derivatives		173		(260)		994		(260)
Net unrealized loss on post-retirement plans		166		166		166		166
Accumulated other comprehensive (loss) income	$	(21,355)	$	2,303	$	(62,589)	$	2,303

The following table presents the components of other comprehensive income (loss) for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021:


	2022
(in thousands)	Before Tax		Tax Effect		Net of Tax		Before Tax		Tax Effect		Net of Tax
Three Months Ended March 31, 2022
Three Months Ended September 30, 2022
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(28,835)	$	6,632	$	(22,203)	$	(26,889)	$	6,512	$	(20,377)
Less: reclassification adjustment for gains (losses) realized in net income		9		(2)		7		44		(10)		34
Net unrealized loss on AFS securities		(28,844)		6,634		(22,210)		(26,933)		6,522		(20,411)

Net unrealized loss on hedging derivatives:
Net unrealized loss arising during the period		(1,881)		433		(1,448)		(1,568)		361		(1,207)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—		—		—		—
Net unrealized loss on cash flow hedging derivatives		(1,881)		433		(1,448)		(1,568)		361		(1,207)

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	$	(30,725)	$	7,067	$	(23,658)	$	(28,501)	$	6,883	$	(21,618)

Three Months Ended March 31, 2021
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(7,185)	$	1,672	$	(5,513)
Three Months Ended September 30, 2021
Net unrealized gain on AFS securities:
Net unrealized gain arising during the period							$	(1,770)	$	403	$	(1,367)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—		1,930		(458)		1,472
Net unrealized loss on AFS securities		(7,185)		1,672		(5,513)
Net unrealized gain on AFS securities								(3,700)		861		(2,839)

Net unrealized gain on derivative hedgess:
Net unrealized gain arising during the period		2,393		(557)		1,836		(203)		48		(155)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—		—		—		—
Net unrealized gain on cash flow derivative hedges		2,393		(557)		1,836		(203)		48		(155)

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	$	(4,792)	$	1,115	$	(3,677)
Other comprehensive (loss) income							$	(3,903)	$	909	$	(2,994)

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(in thousands)	Before Tax		Tax Effect		Net of Tax
Nine Months Ended September 30, 2022
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(79,133)	$	18,474	$	(60,659)
Less: reclassification adjustment for gains (losses) realized in net income		53		(12)		41
Net unrealized loss on AFS securities		(79,186)		18,486		(60,700)

Net unrealized loss on hedging derivatives:
Net unrealized loss arising during the period		(5,446)		1,254		(4,192)
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized gain on hedging derivatives		(5,446)		1,254		(4,192)

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	$	(84,632)	$	19,740	$	(64,892)

Nine Months Ended September 30, 2021
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(5,348)	$	1,234	$	(4,114)
Less: reclassification adjustment for gains realized in net income		1,980		(469)		1,511
Net unrealized loss on AFS securities		(7,328)		1,703		(5,625)

Net unrealized gain on hedging derivatives:
Net unrealized gain arising during the period		2,311		(538)		1,773
Less: reclassification adjustment for gains (losses) realized in net income		—		—		—
Net unrealized gain on cash flow hedging derivatives		2,311		(538)		1,773

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) income	$	(5,017)	$	1,165	$	(3,852)

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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 months ended ~~March 31,~~September 30, 2022 and 2021:


	2022
	Net unrealized		Net gain (loss) on		Net unrealized				Net unrealized		Net gain (loss) on		Net unrealized
	gain (loss)		effective cash		loss				gain (loss)		effective cash		loss
	on AFS		flow hedging		on pension				on AFS		flow hedging		on pension
(in thousands)	Securities		derivatives		plans		Total		Securities		derivatives		plans		Total
Three Months Ended March 31, 2022
Three Months Ended September 30, 2022
Balance at beginning of period									$	(38,304)	$	(2,115)	$	(552)	$	(40,971)
Other comprehensive loss before reclassifications										(20,377)		(1,207)		—		(21,584)
Less: amounts reclassified from accumulated other comprehensive income										34		—		—		34
Total other comprehensive income										(20,411)		(1,207)		—		(21,618)
Balance at end of period									$	(58,715)	$	(3,322)	$	(552)	$	(62,589)

Three Months Ended September 30, 2021
Balance at beginning of period									$	7,237	$	63	$	(1,418)	$	5,882
Other comprehensive gain before reclassifications										(1,367)		(155)		—		(1,522)
Less: amounts reclassified from accumulated other comprehensive income										1,472		—		—		1,472
Total other comprehensive income										(2,839)		(155)		—		(2,994)
Balance at end of period									$	4,398	$	(92)	$	(1,418)	$	2,888

Nine Months Ended September 30, 2022
Balance at beginning of period	$	1,985	$	870	$	(552)	$	2,303	$	1,985	$	870	$	(552)	$	2,303
Other comprehensive loss before reclassifications		(22,203)		(1,448)		0		(23,651)		(60,659)		(4,192)		—		(64,851)
Less: amounts reclassified from accumulated other comprehensive income		7		0		0		7		41		—		—		41
Total other comprehensive loss		(22,210)		(1,448)		0		(23,658)		(60,700)		(4,192)		—		(64,892)
Balance at end of period	$	(20,225)	$	(578)	$	(552)	$	(21,355)	$	(58,715)	$	(3,322)	$	(552)	$	(62,589)

Three Months Ended March 31, 2021
Nine Months Ended September 30, 2021
Balance at beginning of period	$	10,021	$	(2,623)	$	(1,418)	$	5,980	$	10,023	$	(1,865)	$	(1,418)	$	6,740
Other comprehensive gain (loss) before reclassifications		(5,513)		1,836		0		(3,677)
Other comprehensive (loss) gain before reclassifications										(4,114)		1,773		—		(2,341)
Less: amounts reclassified from accumulated other comprehensive income		0		0		0		0		1,511		—		—		1,511
Total other comprehensive loss		(5,513)		1,836		0		(3,677)
Total other comprehensive (loss) gain										(5,625)		1,773		—		(3,852)
Balance at end of period	$	4,508	$	(787)	$	(1,418)	$	2,303	$	4,398	$	(92)	$	(1,418)	$	2,888

~~The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income for three months ended March 31, 2022 and 2021:~~

Three Months Ended March 31,

Affected Line Item where
(in thousands)

2022

2021


Net Income is Presented
Net realized gains on AFS securities:






Before tax⁽¹⁾

$
9

$
—

Non-interest income
Tax effect

(2)

—

Tax expense
Total reclassifications for the period

$
7

$
—

Three Months Ended March 31,

Affected Line Item where
(in thousands)

2022

2021


Net Income is Presented
Net realized loss on hedging derivatives:






Before tax

$
—

$
—

Non-interest income
Tax effect

—

—

Tax expense
Total reclassifications for the period

$
—

$
—

~~(a)~~

~~Net realized gains before tax include $~~9 ~~thousand realized gains for the three months ended March 31, 2022 and 0 gross realized losses. There were 0 net realized gains or losses for the three months ended March 31, 2021.~~

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The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income for three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,				Affected Line Item where
(in thousands)	2022		2021		2022		2021		Net Income is Presented
Net realized gains on AFS securities:
Before tax⁽¹⁾	$	44	$	1,930	$	53	$	1,980	Non-interest income
Tax effect		(10)		(458)		(12)		(469)	Tax expense
Total reclassifications for the period	$	34	$	1,472	$	41	$	1,511

(1)

Net realized gains before tax include $141 thousand realized gains for the three months ended September 30, 2022 and $97 thousand of gross realized losses. Net realized gains before tax include $150 thousand realized gains for the nine months ended September 30, 2022 and $97 thousand of gross realized losses. Net realized gains before tax include $1.9 million realized gains for the three months ended September 30, 2021 and $97 thousand of gross realized losses. Net realized gains before tax include $2.0 million realized gains for the nine months ended September 30, 2021 and $50 thousand of gross realized losses.

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NOTE 7. EARNINGS PER SHARE

The following table presents the calculation of earnings per share:


	Three Months Ended				Three Months Ended				Nine Months Ended
	March 31,				September 30,				September 30,
(in thousands, except per share and share data)	2022		2021		2022		2021		2022		2021
Net income	$	9,112	$	9,480	$	11,430	$	11,028	$	31,045	$	29,533

Average number of basic common shares outstanding		15,010,834		14,933,554		15,057,598		14,982,766		15,028,963		14,960,753
Plus: dilutive effect of stock options and awards outstanding		90,951		73,161		55,757		67,990		71,317		73,829
Average number of diluted common shares outstanding⁽¹⁾		15,101,785		15,006,715		15,113,355		15,050,756		15,100,280		15,034,582

Earnings per share:
Basic	$	0.61	$	0.63	$	0.76	$	0.74	$	2.07	$	1.97
Diluted	$	0.60	$	0.63	$	0.76	$	0.73	$	2.06	$	1.96

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

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NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

We use derivative instruments to minimize fluctuations in earnings and cash flows caused by interest rate volatility. Our interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so the changes in interest rates do not have a significant effect on net interest income. Thus, all of 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, we designate whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). We formally document relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking hedge transactions. We also ~~assesses,~~assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss.

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

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


	March 31, 2022							September 30, 2022
			Weighted							Weighted
	Notional		Average		Fair Value		Location Fair	Notional		Average		Fair Value		Location Fair
	Amount		Maturity		Asset (Liability)		Value Asset	Amount		Maturity		Asset (Liability)		Value Asset
	(in thousands)		(in years)		(in thousands)		(Liability)	(in thousands)		(in years)		(in thousands)		(Liability)
Cash flow hedges:
Interest rate swap on wholesale fundings	$	75,000		2.8	$	2,727	Other assets	$	75,000		2.3	$	5,153	Other assets
Interest rate swap on variable rate loans		50,000		4.0		(3,092)	Other liabilities		50,000		3.5		(5,289)	Other liabilities
Total cash flow hedges		125,000				(365)			125,000				(136)

Fair value hedges:
Interest rate swap on securities		37,190		7.3		1,829	Other assets		37,190		6.8		5,017	Other assets
Total fair value hedges		37,190				1,829			37,190				5,017

Economic hedges:
Forward sale commitments		9,450		0.2		201	Other assets		200		—		8	Other assets
Customer Loan Swaps-MNA Counterparty		230,882		6.3		(10,274)	Other liabilities		193,743		6.0		(21,795)	Other liabilities
Customer Loan Swaps-RPA Counterparty		107,103		7.0		(1,190)	Other liabilities		110,317		6.3		—	Other liabilities
Customer Loan Swaps-Customer		337,985		6.5		11,464	Other assets		304,060		6.1		21,795	Other assets
Total economic hedges		685,420				201			608,320				8

Non-hedging derivatives:
Interest rate lock commitments		8,881		0.3		(5)	Other liabilities		—		—		—	Other assets
Total non-hedging derivatives		8,881				(5)			—				—

Total	$	856,491			$	1,660		$	770,510			$	4,889

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	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 ~~March 31,~~September 30, 2022 and December 31, 2021, the following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges:


				Cumulative Amount of Fair					Cumulative Amount of Fair
	Location of Hedged Item on	Carrying Amount of Hedged		Value Hedging Adjustment in		Location of Hedged Item on	Carrying Amount of Hedged		Value Hedging Adjustment in
	Balance Sheet	Assets		Carrying Amount		Balance Sheet	Assets		Carrying Amount
March 31, 2022
September 30, 2022
Interest rate swap on securities	Securities Available for Sale	$	34,976	$	(2,214)	Securities Available for Sale	$	27,993	$	(9,197)

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

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


	Three Months Ended March 31, 2022								Three Months Ended September 30, 2022
	Amount of			Amount of					Amount of			Amount of
	Gain (Loss)			Gain (Loss)					Gain (Loss)			Gain (Loss)
	Recognized in			Reclassified		Location of	Amount of		Recognized in			Reclassified		Location of	Amount of
	Other		Location of Gain (Loss)	from Other		Gain (Loss)	Gain (Loss)		Other		Location of Gain (Loss)	from Other		Gain (Loss)	Gain (Loss)
	Comprehensive		Reclassified from Other	Comprehensive		Recognized in	Recognized		Comprehensive		Reclassified from Other	Comprehensive		Recognized in	Recognized
(in thousands)	Income		Comprehensive Income	Income		Income	in Income		Income		Comprehensive Income	Income		Income	in Income
Cash flow hedges:
Interest rate swap on wholesale funding	$	2,191	Interest expense	$	—	Interest expense	$	(113)	$	1,262	Interest expense	$	—	Interest expense	$	140
Interest rate swap on variable rate loans		(1,798)	Interest income		—	Interest income		16		(1,181)	Interest income		—	Interest income		(238)
Total cash flow hedges		393			—			(97)		81			—			(98)

Fair value hedges:
Interest rate swap on securities		(1,841)	Interest income		—	Interest income		(135)		(1,287)	Interest income		—	Interest income		155
Total fair value hedges		(1,841)			—			(135)		(1,287)			—			155

Economic hedges:
Forward commitments		—	Other income		—	Other income		186		—	Other income		—	Mortgage banking income		19
Total economic hedges		—			—			186		—			—			19

Non-hedging derivatives:
Interest rate lock commitments		—	Other expense		—	Other expense		(288)		—	Other expense		—	Mortgage banking income		(50)
Total non-hedging derivatives		—			—			(288)		—			—			(50)

Total	$	(1,448)		$	—		$	(334)	$	(1,206)		$	—		$	26

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Three Months Ended March 31, 2021


Amount of



Amount of




Gain (Loss)

Gain (Loss)

Recognized in

Reclassified

Location of

Amount of

Other

Location of Gain (Loss)

from Other

Gain (Loss)

Gain (Loss)

Comprehensive

Reclassified from Other

Comprehensive

Recognized in

Recognized
(in thousands)

Income

Comprehensive Income

Income

Income

in Income
Cash flow hedges:










Interest rate swap on wholesale funding

$
987

Interest expense

$
—

Interest expense

$
(188)
Interest rate swap on variable rate loans

(213)

Interest income

8
Total cash flow hedges

774

—

(180)

Fair value hedges:










Interest rate swap on securities

(2,813)

Interest income

—

Interest income

(137)
Total economic hedges

(2,813)

—



(137)

Economic hedges:










Forward commitments

—

Other income

—

Other income

10
Total economic hedges

—

—



10

Non-hedging derivatives:










Interest rate lock commitments

—

Other income

—

Other Income

24
Total non-hedging derivatives

—

—



24

Total

$
(2,039)



$
—



$
(283)


	Nine Months Ended September 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	$	4,058	Interest expense	$	—	Interest expense	$	(1)
Interest rate swap on variable rate loans		(3,489)	Interest income		—	Interest income		(239)
Total cash flow hedges		569			—			(240)

Fair value hedges:
Interest rate swap on securities		(4,761)	Interest income		—	Interest income		(48)
Total fair value hedges		(4,761)			—			(48)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		(7)
Total economic hedges		—			—			(7)

Non-hedging derivatives:
Interest rate lock commitments		—	Other income		—	Mortgage banking income		(283)
Total non-hedging derivatives		—			—			(283)

Total	$	(4,192)		$	—		$	(578)

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	Three Months Ended September 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	$	167	Interest expense	$	—	Interest expense	$	(205)
Interest rate swap on variable rate loans		(101)	Interest income			Interest income		92
Total cash flow hedges		66			—			(113)

Fair value hedges:
Interest rate swap on securities		(221)	Interest income		—	Interest income		(144)
Total economic hedges		(221)			—			(144)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		(96)
Total economic hedges		—			—			(96)

Non-hedging derivatives:
Interest rate lock commitments		—	Other income		—	Mortgage banking income		22
Total non-hedging derivatives		—			—			22

Total	$	(155)		$	—		$	(331)

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	Nine Months Ended September 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	$	1,148	Interest expense	$	—	Interest expense	$	(589)
Interest rate swap on variable rate loans		(93)	Interest income			Interest income		189
Total cash flow hedges		1,055			—			(400)

Fair value hedges:
Interest rate swap on securities		720	Interest income		—	Interest income		(421)
Total economic hedges		720			—			(421)

Economic hedges:
Forward commitments		—	Other income		—	Mortgage banking income		(45)
Total economic hedges		—			—			(45)

Non-hedging derivatives:
Interest rate lock commitments		—	Other income		—	Mortgage banking income		26
Total non-hedging derivatives		—			—			26

Total	$	1,775		$	—		$	(840)

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Table of Contents

The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the three and nine months ended ~~March 31,~~September 30, 2022 and 2021:


	Three Months Ended March 31, 2022										Three Months Ended September 30, 2022
	Interest and Dividend Income				Interest Expense						Interest and Dividend Income				Interest Expense
(in thousands)	Loans		Securities and other		Deposits		Borrowings		Non-interest Income		Loans		Securities and other		Deposits		Borrowings		Non-interest Income
Income and expense line items presented in the consolidated statements of income	$	22,671		3,826	$	1,189		1,010	$	9,309	$	27,940	$	5,145	$	1,801	$	1,374	$	8,823

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(113)		—		—		—		—		140		—
Interest rate swap on variable rate loans		16		—		—		—		—		(238)		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(135)		—		—		—		—		155		—		—		—

	Three Months Ended March 31, 2021										Three Months Ended September 30, 2021
	Interest and Dividend Income				Interest Expense						Interest and Dividend Income				Interest Expense
(in thousands)	Loans		Securities and other		Deposits		Borrowings		Non-interest Income		Loans		Securities and other		Deposits		Borrowings		Non-interest Income
Income and expense line items presented in the consolidated statements of income	$	24,205		3,979	$	2,951		1,811	$	10,248	$	25,094	$	3,821	$	1,555	$	1,778	$	11,350

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		(58)		(130)		—		—		—		—		(205)		—
Interest rate swap on variable rate loans		8		—		—		—		—		92		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(137)		—		—		—		—		(144)		—		—		—

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Table of Contents


	Nine Months Ended September 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	$	75,192	$	13,178	$	4,185	$	3,458	$	27,093

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(1)		—
Interest rate swap on variable rate loans		(239)		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(48)		—		—		—

	Nine Months Ended September 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	$	72,490		11,792	$	7,109		5,415	$	31,103

The effects of cash flow and fair value hedging:

Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding		—		—		—		(589)		—
Interest rate swap on variable rate loans		189		—		—		—		—

Gain (loss) on fair value hedges:
Interest rate swap on securities		—		(421)		—		—		—

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Table of Contents

Cash flow hedges

Interest rate swaps on wholesale funding

As of ~~March 31,~~September 30, 2022, we have 2two interest rate swaps on wholesale borrowings ~~(the "SWAPS")~~ to limit our exposure to rising interest rates over a ~~five year~~five-year term on 3-month FHLB borrowings or brokered certificates, or a combination thereof at each maturity date. The first of the 2two agreements ~~were~~was entered into in November 2019 with a $50.0 million notional amount and pays a fixed interest rate of 1.53%. A second agreement was entered oninto in April 2020 with a $25.0 million notional amount and pays a fixed rate of 0.59%. The financial institution counterparty pays us interest on the three-month LIBOR rate. We designated the 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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Table of Contents

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								Gross Amounts Offset in the Consolidated Balance Sheet
	Derivative				Cash Collateral				Derivative				Cash Collateral
(in thousands)	Liabilities		Derivative Assets		Pledged		Net Amount		Liabilities		Derivative Assets		Pledged		Net Amount
As of March 31, 2022
As of September 30, 2022
Customer Loan Derivatives:
MNA counterparty	$	(10,274)	$	10,274	$	—	$	—	$	(21,795)	$	21,795	$	—	$	—
RPA counterparty		(1,190)		1,190		—		—		—		—		—		—
Total	$	(11,464)	$	11,464	$	—	$	—	$	(21,795)	$	21,795	$	—	$	—


	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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NOTE 9. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


	March 31, 2022								September 30, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
(in thousands)	Inputs		Inputs		Inputs		Fair Value		Inputs		Inputs		Inputs		Fair Value
Available for sale securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	0	$	229,346	$	0	$	229,346	$	—	$	216,024	$	—	$	216,024
US Government agency		0		81,232		0		81,232		—		83,526		—		83,526
Private label		0		82,755		0		82,755		—		66,769		—		66,769
Obligations of states and political subdivisions thereof		0		126,712		0		126,712		—		104,652		—		104,652
Corporate bonds		0		83,865		0		83,865		—		85,781		—		85,781
Loans held for sale		0		2,843		0		2,843		—		982		—		982
Derivative assets		0		16,020		201		16,221		—		31,964		8		31,972
Derivative liabilities		0		(14,556)		(5)		(14,561)		—		(27,084)		—		(27,084)


	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, 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.~~US Treasury yield curve, trade execution data, market consensus prepayment speeds, default rates, and the securities’ terms and conditions, among other things.

Loans Held for Sale: The valuation of the Company’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. We enter into IRLCs for residential mortgage loans, which commit us to lend funds to potential 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 of a loan in a lock position will ultimately close. The closing ratio is derived from internal data and is adjusted using significant management judgment. As such, IRLCs are classified as Level 3 measurements.

Forward Sale Commitments. 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 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 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 ~~March 31,~~September 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.

~~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 months ended March 31, 2022:~~

Assets (Liabilities)

Interest Rate Lock

Forward
(in thousands)

Commitments

Commitments
Three Months Ended March 31, 2022




Balance at beginning of period

$
283

$
15
Realized (loss) gain recognized in non-interest income

(288)

186
Balance at end of period

$
(5)

$
201

Three Months Ended March 31, 2021




Balance at beginning of period

$
22

$
(95)
Realized gain recognized in non-interest income

24

10
Balance at end of period

$
46

$
(85)

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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 months ended September 30, 2022 and 2021:


	Assets (Liabilities)
	Interest Rate Lock		Forward
(in thousands)	Commitments		Commitments
Three Months Ended September 30, 2022
Balance at beginning of period	$	50	$	(11)
Realized gain (loss) recognized in non-interest income		(50)		19
Balance at end of period	$	—	$	8

Three Months Ended September 30, 2021
Balance at beginning of period	$	25	$	(45)
Realized (loss) gain recognized in non-interest income		22		(95)
Balance at end of period	$	47	$	(140)

Nine Months Ended September 30, 2022
Balance at beginning of period	$	283	$	15
Realized loss recognized in non-interest income		(283)		(7)
Balance at end of period	$	—	$	8

Nine Months Ended September 30, 2021
Balance at beginning of period	$	22	$	(95)
Realized gain recognized in non-interest income		25		(45)
Balance at end of period	$	47	$	(140)

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

Fair Value

Significant

Fair Value

Significant

March 31,

December 31,

Valuation

Unobservable

September 30,

Valuation

Unobservable

(in thousands, except ratios)

2022

2021

Techniques

Inputs

Input Value

2022

Techniques

Inputs

Input Value

Assets (Liabilities)

Interest Rate Lock Commitment

$

(5)

$

283

Pull-through Rate Analysis

Closing Ratio

87

%

$

—

Pull-through Rate Analysis

Closing Ratio

—

%

Pricing Model

Origination Costs, per loan

$

1.7

Pricing Model

Origination Costs, per loan

$

—

Discount Cash Flows

Mortgage Servicing Asset

1.0

%

Discount Cash Flows

Mortgage Servicing Asset

—

%

Forward Commitments

201

15

Quoted prices for similar loans in active markets

Freddie Mac pricing system

$95 to $101

8

Quoted prices for similar loans in active markets

Freddie Mac pricing system

$97.2 to $101.4

Total

$

196

$

298

$

8

Fair Value

Significant

December 31,

Valuation

Unobservable

(in thousands, except ratios)

2021

Techniques

Inputs

Input Value

Assets (Liabilities)

Interest Rate Lock Commitment

$

283

Pull-through Rate Analysis

Closing Ratio

85

%

Pricing Model

Origination Costs, per loan

$

1.7

Discount Cash Flows

Mortgage Servicing Asset

1.0

%

Forward Commitments

15

Quoted prices for similar loans in active markets

Freddie Mac pricing system

$99.8 to $103.2

Total

$

298

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Non-Recurring Fair Value Measurements

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 GAAP. The following is a summary of applicable non-recurring fair value measurements:



	March 31, 2022		December 31, 2021		March 31, 2022		Fair Value Measurement Date as of March 31, 2022	September 30, 2022		December 31, 2021		Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022		Fair Value Measurement Date as of September 30, 2022
	Level 3		Level 3		Total		Level 3	Level 3		Level 3		Total		Total		Level 3
(in thousands)	Inputs		Inputs		Gains (Losses)		Inputs	Inputs		Inputs		Gains (Losses)		Gains (Losses)		Inputs
Assets
Individually evaluated loans	$	6,874	$	8,324	$	(1,450)	March 2022	$	15,388	$	17,932	$	1,778	$	(2,544)	September 2022
Capitalized servicing rights		6,778		5,263		1,515	March 2022		7,127		5,263		84		1,864	September 2022
Premises held for sale		327		226		101	February 2022		327		226		—		101	February 2022
Total	$	13,979	$	13,813	$	166		$	22,842	$	23,421	$	1,862	$	(579)

There are 0no liabilities measured at fair value on a non-recurring basis in 2022 and 2021.

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

(in thousands, except ratios)

Fair Value March 31, 2022

Valuation Techniques

Unobservable Inputs

Range (Weighted Average)^(a)

Fair Value September 30, 2022

Valuation Techniques

Unobservable Inputs

Range (Weighted Average)^(a)

Assets

Individually evaluated loans

$

3,135

Fair value of collateral-appraised value

Loss severity

10% to 70%

$

10,903

Fair value of collateral-appraised value

Loss severity

10% to 70%

Appraised value

$71 to $1,175

Appraised value

$80 to $1,175

Individually evaluated loans

3,739

Discount cash flow

Discount rate

2.88% to 6.45%

4,485

Discount cash flow

Discount rate

2.88% to 6.45%

Cash flows

$5 to $943

Cash flows

$4 to $925

Capitalized servicing rights

6,778

Discounted cash flow

Constant prepayment rate (CPR)

8.31%

7,127

Discounted cash flow

Constant prepayment rate (CPR)

7.10%

Discount rate

9.05%

Discount rate

9.54%

Premises held for sale

327

Fair value of asset less selling costs

Appraised value

$347

327

Fair value of asset less selling costs

Appraised value

$347

Selling Costs

6%

Selling Costs

6%

Total

$

13,979

$

22,842

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

(in thousands, except ratios)

Fair Value December 31, 2021

Valuation Techniques

Unobservable Inputs

Range (Weighted Average)^(a)

Fair Value December 31, 2021

Valuation Techniques

Unobservable Inputs

Range (Weighted Average)^(a)

Assets

Individually evaluated loans

$

4,780

Fair value of collateral-appraised value

Loss severity

10% to 70%

$

12,127

Fair value of collateral-appraised value

Loss severity

10% to 70%

Appraised value

$71 to $1,792

Appraised value

$71 to $1,792

Individually evaluated loans

3,544

Discount cash flow

Discount rate

2.88% to 9.50%

5,805

Discount cash flow

Discount rate

2.88% to 9.50%

Cash flows

$6 to $931

Cash flows

$6 to $931

Capitalized servicing rights

5,263

Discounted cash flow

Constant prepayment rate (CPR)

12.47%

5,263

Discounted cash flow

Constant prepayment rate (CPR)

12.47%

Discount rate

9.53%

Discount rate

9.53%

Premises held for sale

226

Fair value of asset less selling costs

Appraised value

$240

226

Fair value of asset less selling costs

Appraised value

$240

Selling Costs

6%

Selling Costs

6%

Total

$

13,813

$

23,421

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

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

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Individually evaluated loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, 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, non-recurring fair value measurement adjustments relating to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral 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 or OREO. OREO results from the foreclosure process on residential or commercial loans issued by the Company. Upon assuming the real estate, 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

The estimated fair values, and related carrying amounts, of our financial instruments 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.


	March 31, 2022										September 30, 2022
	Carrying		Fair								Carrying		Fair
(in thousands)	Amount		Value		Level 1		Level 2		Level 3		Amount		Value		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	111,049	$	111,049	$	111,049	$	0	$	0	$	82,065	$	82,065	$	82,065	$	—	$	—
Securities available for sale		603,910		603,910		0		603,910		0		556,752		556,752		—		556,752		—
FHLB stock		7,384		7,384		0		7,384		0		9,035		9,035		—		9,035		—
Loans held for sale		2,843		2,843		0		2,843		0		987		982		—		982		—
Net loans		2,631,372		2,561,685		0		0		2,561,685		2,850,364		2,783,612		—		—		2,783,612
Accrued interest receivable		3,668		3,668		0		3,668		0		4,053		4,053		—		4,053		—
Cash surrender value of bank-owned life insurance policies		79,861		79,861		0		79,861		0		80,758		80,758		—		80,758		—
Derivative assets		16,221		16,221		0		16,020		201		31,973		31,973		—		31,973		8

Financial Liabilities
Non-maturity deposits	$	2,655,823	$	2,516,000	$	0	$	2,516,000	$	0	$	2,801,432	$	2,616,000	$	—	$	2,616,000	$	—
Time deposits		391,940		387,000		0		387,000		0		334,248		330,059		—		330,059		—
Securities sold under agreements to repurchase		19,943		19,943		0		19,943		0		18,916		18,916		—		18,916		—
FHLB advances		98,595		98,332		0		98,332		0		169,841		169,459		—		169,459		—
Subordinated borrowings		60,165		59,360		0		59,360		0		60,248		57,744		—		57,744		—
Derivative liabilities		14,561		14,561		0		14,556		5		27,084		27,084		—		27,084		—


	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		—

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NOTE 10. REVENUE FROM CONTRACTS WITH CUSTOMERS

We account for our various non-interest revenue streams and related contracts under ASC 606. Revenue from contracts with customers is based on the 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~~ASC 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 March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021		2022		2021
Major Products/Service Lines
Trust management fees	$	3,403	$	3,175	$	3,077	$	3,403	$	9,941	$	10,052
Financial services fees		351		491		471		465		1,190		1,283
Interchange fees		1,973		1,712		1,953		1,882		5,849		5,509
Customer deposit fees		1,372		1,049		1,578		1,363		4,418		3,542
Other customer service fees		271		209		305		270		841		691
Total	$	7,370	$	6,636	$	7,384	$	7,383	$	22,239	$	21,077


	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021		2022		2021
Timing of Revenue Recognition
Products and services transferred at a point in time	$	3,757	$	3,287	$	4,020	$	3,737	$	11,755	$	10,593
Products and services transferred over time		3,613		3,349		3,364		3,646		10,484		10,484
Total	$	7,370	$	6,636	$	7,384	$	7,383	$	22,239	$	21,077

Trust Management Fees

The trust management business generates revenue through a range of fiduciary services including trust and estate administration, ~~wealth advisory,~~financial advice, and investment management to individuals, businesses, not-for-profit organizations, and municipalities. These fees are primarily earned over time as 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 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 time using the right to invoice measure of progress.

Contract Balances from Contracts with Customers

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



(in thousands)	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Balances from contracts with customers only:
Other Assets	$	1,303	$	1,184	$	1,325	$	1,184
Other Liabilities		2,977		2,324		2,535		2,324

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

Costs to Obtain and Fulfill a Contract

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 practical expedient in ASC 340-40-25-4, whereby we recognize the incremental costs of 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	March 31, 2022		December 31, 2021		Classification	September 30, 2022		December 31, 2021
Lease Right-of-Use Assets
Operating lease right-of-use assets	Other assets	$	8,979	$	9,274	Other assets	$	8,381	$	9,274

Lease Liabilities
Operating lease liabilities	Other liabilities		9,363		9,643	Other liabilities		8,791		9,643

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

The following table presents the weighted average lease term and discount rate of the leases:


	March 31, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Weighted-average remaining lease term (in years)
Operating leases	7.86		8.03		7.42		8.03

Weighted-average discount rate
Operating leases	3.09	%	3.07	%	3.09	%	3.07	%

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


	Three Months Ended				Three Months Ended				Nine Months Ended
(in thousands)	March 31, 2022		March 31, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Lease Costs
Operating lease cost	$	321	$	321	$	338	$	324	$	994	$	966
Variable lease cost		87		81		71		43		345		179
Total lease cost	$	408	$	402	$	409	$	367	$	1,339	$	1,145

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Future minimum payments for operating leases with initial or remaining terms of one year or more as of ~~March 31,~~September 30, 2022 are, as follows:


(in thousands)	Payments		Payments
Twelve Months Ended:
March 31, 2023	$	1,344
March 31, 2024		1,348
March 31, 2025		1,256
March 31, 2026		1,085
March 31, 2027		942
September 30, 2023			$	1,343
September 30, 2024				1,344
September 30, 2025				1,129
September 30, 2026				1,032
September 30, 2027				889
Thereafter		3,847		3,411
Total future minimum lease payments		9,822		9,148
Amounts representing interest		(459)		(357)
Present value of net future minimum lease payments	$	9,363	$	8,791

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

GENERAL

The following is management’s discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the three and nine months ended ~~March 31, 2022. This analysis~~September 30, 2022 and should be read in conjunction with our unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Form 10-Q as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2021. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs and ~~with~~expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the ~~unaudited consolidated financial statements~~differences can be material. Please see "Cautionary Statement Regarding Forward-Looking Statements" and ~~notes thereto set forth~~"Part II, Item 1A. Risk Factors." All amounts, dollars and percentages presented in this ~~Quarterly Report on~~ Form 10-Q ~~for the quarterly period ended March 31, 2022.~~are rounded and therefore approximate.

Bar Harbor Bankshares (the ~~"Company"~~“Company,” “we,” “our” or ~~“we”)~~“us” or similar terms) is the parent company of Bar Harbor Bank & Trust (the "Bank”), which is the only community bank headquartered in Northern New England with branches in Maine, New Hampshire and Vermont. The Bank is a regional community bank that thinks differently about banking. 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 ~~135~~th 135th anniversary of ~~our~~the Bank’s 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 one of the top performing banks in New England, and 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-focused culture

●

~~Strong commitment~~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

56

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Shown below is our profile as of ~~March 31,~~September 30, 2022:

4757

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SELECTED FINANCIAL DATA

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

Three Months Ended

March 31,


2022

2021

PER SHARE DATA

Net earnings, diluted

$
0.60

$
0.63

Adjusted earnings, diluted⁽¹⁾

0.62

0.68

Total book value

27.11

27.10

Tangible book value⁽¹⁾

18.72

18.61

Market price at period end

28.62

29.42

Dividends

0.24

0.22

PERFORMANCE RATIOS⁽²⁾

Return on assets

1.00
%

1.03
%
Adjusted return on assets⁽¹⁾

1.02

1.11

Pre-tax, pre-provision return on assets

1.28

1.22

Adjusted pre-tax, pre-provision return on assets ^{(1) (2)}

1.31

1.32

Return on equity

8.89

9.45

Adjusted return on equity⁽¹⁾

9.07

10.14

Return on tangible equity

13.01

14.01

Adjusted return on tangible equity⁽¹⁾

13.27

15.01

Net interest margin, fully taxable equivalent (FTE)^{(1) (3)}

2.95

2.88

Adjusted net interest margin⁽¹⁾

2.93

2.78

Efficiency ratio⁽¹⁾

62.40

61.95

FINANCIAL DATA (In millions)

Total assets

$
3,692

$
3,730

Total earning assets⁽⁴⁾

3,367

3,381

Total investments

611

641

Total loans

2,655

2,551

Allowance for loan losses

23

24

Total goodwill and intangible assets

126

127

Total deposits

3,048

2,912

Total shareholders' equity

407

405

Net income

9

9

Adjusted income⁽¹⁾

9

10

ASSET QUALITY AND CONDITION RATIOS

Net charge-offs (annualized)/average loans

(0.01)
%

0.03
%
Allowance for credit losses/total loans

0.87

0.93

Loans/deposits

87

88

Shareholders' equity to total assets

11.02

10.86

Tangible shareholders' equity to tangible assets⁽¹⁾

7.88

7.72


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
PER SHARE DATA
Net earnings, diluted	$	0.76		$	0.73		$	2.07		$	1.97
Adjusted earnings, diluted⁽¹⁾		0.76			0.73			2.07			2.04
Total book value		25.22			27.92			25.22			27.92
Tangible book value per share⁽¹⁾		16.89			19.48			16.89			19.48
Market price at period end		26.52			28.05			26.52			28.05
Dividends		0.26			0.24			0.76			0.70

PERFORMANCE RATIOS⁽²⁾
Return on assets		1.20	%		1.16	%		1.11	%		1.05	%
Adjusted return on assets⁽¹⁾		1.20			1.16			1.12			1.09
Pre-tax, pre-provision return on assets		1.65			1.43			1.48			1.26
Adjusted pre-tax, pre-provision return on assets ⁽¹⁾		1.65			1.43			1.49			1.31
Return on equity		11.55			10.38			10.32			9.54
Adjusted return on equity⁽¹⁾		11.54			10.39			10.38			9.98
Return on tangible equity		17.25			15.08			15.28			14.01
Adjusted return on tangible equity⁽¹⁾		17.24			15.09			15.37			14.50
Net interest margin, fully taxable equivalent (FTE)^{(1) (3)}		3.47			3.02			3.21			2.88
Adjusted net interest margin⁽¹⁾		3.47			2.75			3.21			2.73
Efficiency ratio⁽¹⁾		57.67			59.18			59.66			61.48

FINANCIAL DATA (In millions)
Total assets	$	3,840		$	3,738		$	3,840		$	3,738
Total earning assets⁽⁴⁾		3,525			3,394			3,525			3,394
Total investments		566			556			566			556
Total loans		2,850			2,534			2,850			2,534
Allowance for credit losses		25			22			25			22
Total goodwill and intangible assets		126			126			126			126
Total deposits		3,136			3,007			3,136			3,007
Total shareholders' equity		380			418			380			418
Net income		11			11			31			30
Adjusted income⁽¹⁾		11			11			31			31

ASSET QUALITY AND CONDITION RATIOS
Net charge-offs (recoveries) (annualized)/average loans		0.01	%		0.03	%		—	%		(0.02)	%
Allowance for credit losses/total loans		0.88			0.89			0.88			0.89
Loans/deposits		91			84			91			84
Shareholders' equity to total assets		9.89			11.19			9.89			11.19
Tangible shareholders' equity to total tangible assets⁽¹⁾		6.85			8.08			6.85			8.08

(1)	Non-GAAP financial measure. Refer to the Reconciliation of Non-GAAP Financial Measures section of ~~Management's~~the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Form 10-Q for additional information.

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

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

(4)	Earning assets includes non-accruing loans and securities are valued at amortized cost.

4858

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CONSOLIDATED LOAN AND DEPOSIT ANALYSIS

The following tables present the quarterly trend in loan and deposit data and accompanying ~~quarterly~~ growth rates as of ~~March 31,~~September 30, 2022 on an annualized basis:

LOAN ANALYSIS

Annualized

Growth %
(in thousands, except ratios)

Mar 31, 2022

Dec 31, 2021

Sep 30, 2021

Jun 30, 2021

Mar 31, 2021

March 31, 2022
Commercial real estate

$
1,289,968

$
1,210,580

$
1,170,372

$
1,135,857

$
1,118,669

26
%
Commercial and industrial

346,394

340,129

331,091

327,729

317,500

7

Paycheck Protection Program (PPP)

1,126

6,669

24,227

65,918

77,878

*

Total commercial loans

1,637,488

1,557,378

1,525,690

1,529,504

1,514,047

21

Total commercial loans, excluding PPP

1,636,362

1,550,709

1,501,463

1,463,586

1,436,169

22

Residential real estate

868,382

821,004

849,692

822,774

868,084

23

Consumer

96,876

98,949

100,933

103,589

106,835

(8)

Tax exempt and other

51,816

54,579

57,839

59,693

62,098

(20)

Total loans

$
2,654,562

$
2,531,910

$
2,534,154

$
2,515,560

$
2,551,064

19
%


											Annualized
											Growth %
											Quarter		Year
(in thousands, except ratios)	Sep 30, 2022		Jun 30, 2022		Mar 31, 2022		Dec 31, 2021		Sep 30, 2021		to Date		to Date
Commercial real estate	$	1,421,962	$	1,331,860	$	1,289,968	$	1,210,580	$	1,170,372	27	%	23	%
Commercial and industrial		376,624		360,304		346,394		340,129		331,091	18		14
Paycheck Protection Program (PPP)		—		170		1,126		6,669		24,227	*		*
Total commercial loans		1,798,586		1,692,334		1,637,488		1,557,378		1,525,690	25		21
Total commercial loans, excluding PPP		1,798,586		1,692,164		1,636,362		1,550,709		1,501,463	25		21

Residential real estate		896,618		876,644		868,382		821,004		849,692	9		12
Consumer		100,822		100,816		96,876		98,949		100,933	—		3
Tax exempt and other		54,338		57,480		51,816		54,579		57,839	(22)		(1)
Total loans	$	2,850,364	$	2,727,274	$	2,654,562	$	2,531,910	$	2,534,154	18	%	17	%

*Indicates ratios of 100% or greater.

DEPOSIT ANALYSIS

Annualized

Growth %
(in thousands, except ratios)

Mar 31, 2022

Dec 31, 2021

Sep 30, 2021

Jun 30, 2021

Mar 31, 2021

March 31, 2022
Demand

$
653,471

$
664,420

$
664,395

$
599,598

$
586,487

(7)
%
NOW

918,768

940,631

888,021

802,681

761,817

(9)

Savings

658,834

628,670

605,977

578,361

560,095

19

Money market

424,750

389,291

379,651

371,075

365,507

36

Total non-maturity deposits

2,655,823

2,623,012

2,538,044

2,351,715

2,273,906

5

Total time deposits

391,940

425,532

469,221

470,758

638,436

(32)

Total deposits

$
3,047,763

$
3,048,544

$
3,007,265

$
2,822,473

$
2,912,342

—
%


											Annualized
											Growth %
											Quarter		Year
(in thousands, except ratios)	Sep 30, 2022		Jun 30, 2022		Mar 31, 2022		Dec 31, 2021		Sep 30, 2021		to Date		to Date
Demand	$	700,218	$	670,268	$	653,471	$	664,420	$	664,395	18	%	7	%
NOW		918,822		883,239		918,768		940,631		888,021	16		(3)
Savings		669,317		663,676		658,834		628,670		605,977	3		9
Money market		513,075		499,456		424,750		389,291		379,651	11		42
Total non-maturity deposits		2,801,432		2,716,639		2,655,823		2,623,012		2,538,044	12		9
Total time deposits		334,248		361,906		391,940		425,532		469,221	(31)		(29)
Total deposits	$	3,135,680	$	3,078,545	$	3,047,763	$	3,048,544	$	3,007,265	7	%	4	%

4959

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AVERAGE BALANCES AND AVERAGE YIELDS/RATES

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

Three Months Ended March 31,

2022

2021

Average

Average

(in thousands, except ratios)

Balance

Interest⁽³⁾

Yield/Rate⁽³⁾


Balance

Interest⁽³⁾

Yield/Rate⁽³⁾

Assets













Interest-earning deposits with other banks⁽⁴⁾

$
140,383

$
56

0.16
%

$
176,728

$
39

0.09
%
Securities available for sale and FHLB stock⁽²⁾⁽³⁾

629,811

3,963

2.55

613,459

4,221

2.79

Loans:

Commercial real estate

1,264,798

10,907

3.50

1,099,937

9,987

3.68

Commercial and industrial

393,759

3,361

3.46

377,176

3,594

3.86

Paycheck protection program

2,999

196

26.49

65,149

1,304

8.12

Residential

856,252

7,490

3.55

916,633

8,508

3.76

Consumer

97,594

844

3.51

109,802

965

3.56

Total loans ⁽¹⁾

2,615,402

22,798

3.54

2,568,697

24,358

3.85

Total earning assets

3,385,596

26,817

3.21
%

3,358,884

28,618

3.46
%
Other assets

326,422



357,898



Total assets

$
3,712,018



$
3,716,782



Liabilities













NOW

$
930,556

$
314

0.14
%

$
749,100

$
250

0.14
%
Savings

640,672

137

0.09

541,203

169

0.13

Money market

414,130

118

0.12

378,743

127

0.14

Time deposits

406,730

620

0.62

675,422

2,405

1.44

Total interest bearing deposits

2,392,088

1,189

0.20

2,344,468

2,951

0.51

Borrowings

178,958

1,010

2.29

340,209

1,811

2.16

Total interest bearing liabilities

2,571,046

2,199

0.35
%

2,684,677

4,762

0.72
%
Non-interest bearing demand deposits

660,717





550,657



Other liabilities

64,619





74,778



Total liabilities

3,296,382





3,310,112



Total shareholders' equity

415,636





406,670



Total liabilities and shareholders' equity

$
3,712,018





$
3,716,782





Net interest spread





2.86
%





2.74
%
Net interest margin⁽¹⁾

2.95





2.88

Adjusted net interest margin⁽⁵⁾





2.93

2.78


	Three Months Ended September 30,
	2022						2021
	Average						Average
(in thousands, except ratios)	Balance		Interest⁽³⁾		Yield/Rate⁽³⁾		Balance		Interest⁽³⁾		Yield/Rate⁽³⁾
Assets
Interest-earning deposits with other banks	$	59,556	$	320	2.13	%	$	284,429	$	110	0.15	%
Securities available for sale and FHLB stock⁽²⁾⁽³⁾		642,475		5,058	3.12			610,381		3,986	2.59
Loans:
Commercial real estate		1,351,599		14,510	4.26			1,153,813		10,269	3.53
Commercial and industrial		421,963		4,739	4.46			391,191		3,739	3.79
Paycheck protection program		94		—	—			45,835		2,690	23.28
Residential		882,158		7,676	3.45			824,686		7,574	3.64
Consumer		101,175		1,161	4.55			101,545		968	3.78
Total loans ⁽¹⁾		2,756,989		28,086	4.04			2,517,070		25,240	3.98
Total earning assets		3,459,020		33,464	3.84	%		3,411,880		29,336	3.41	%
Other assets		313,289						352,208
Total assets	$	3,772,309					$	3,764,088

Liabilities
NOW	$	905,668	$	366	0.16	%	$	860,206	$	272	0.13	%
Savings		668,255		143	0.08			591,440		124	0.08
Money market		491,683		808	0.65			381,755		115	0.12
Time deposits		349,787		485	0.55			471,934		1,044	0.88
Total interest bearing deposits		2,415,393		1,802	0.30			2,305,335		1,555	0.27
Borrowings		202,296		1,374	2.69			334,097		1,778	2.11
Total interest bearing liabilities		2,617,689		3,176	0.48	%		2,639,432		3,333	0.50	%
Non-interest bearing demand deposits		690,134						641,769
Other liabilities		71,934						61,436
Total liabilities		3,379,757						3,342,637

Total shareholders' equity		392,552						421,451

Total liabilities and shareholders' equity	$	3,772,309					$	3,764,088

Net interest spread					3.36	%					2.91	%
Net interest margin					3.47						3.02
Adjusted net interest margin⁽⁴⁾					3.47						2.75

(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 PPP loans.

60

Table of Contents


	Nine Months Ended September 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	$	86,390	$	503	0.78	%	$	229,235	$	203	0.12	%
Securities available for sale and FHLB stock⁽²⁾⁽³⁾		630,679		13,297	2.82			617,373		12,424	2.69
Loans:
Commercial real estate		1,306,664		37,765	3.86			1,128,134		30,177	3.58
Commercial and industrial⁽³⁾		408,620		11,871	3.88			381,753		10,727	3.76
Paycheck protection program		4,676		223	6.39			62,562		5,058	10.81
Residential		865,259		22,801	3.52			861,629		24,145	3.75
Consumer		99,673		2,943	3.95			105,371		2,833	3.59
Total loans ⁽¹⁾		2,684,892		75,603	3.76			2,539,449		72,940	3.84
Total earning assets		3,401,961		89,403	3.51	%		3,386,057		85,567	3.38	%
Other assets		323,253						357,334
Total assets	$	3,725,214					$	3,743,391

Liabilities
NOW	$	909,793	$	984	0.14	%	$	801,292	$	760	0.13	%
Savings		655,727		418	0.09			568,726		431	0.10
Money market		455,645		1,139	0.33			376,775		354	0.13
Time deposits		376,496		1,645	0.58			583,529		5,565	1.28
Total interest bearing deposits		2,397,661		4,186	0.23			2,330,322		7,110	0.41
Borrowings		187,629		3,458	2.46			336,432		5,415	2.15
Total interest bearing liabilities		2,585,290		7,644	0.40	%		2,666,754		12,525	0.63	%
Non-interest bearing demand deposits		671,490						598,434
Other liabilities		66,298						64,360
Total liabilities		3,323,078						3,329,548

Total shareholders' equity		402,136						413,843

Total liabilities and shareholders' equity	$	3,725,214					$	3,743,391

Net interest spread					3.12	%					2.75	%
Net interest margin					3.21						2.88
Adjusted net interest margin⁽⁴⁾					3.21						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)	~~Income from interest-bearing deposits with other banks has been separated from securities and restated for prior periods to conform to the current period presentation.~~

~~(5)~~

Adjusted net interest margin excludes ~~Paycheck Protection Program~~PPP loans.

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NON-GAAP FINANCIAL MEASURES

This document contains certain non-GAAP financial measures in addition to results presented in accordance with accounting principles generally accepted in the United States of America, or ~~GAAP,.~~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 our GAAP financial information. A reconciliation of non-GAAP financial measures to GAAP measures is provided below. In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders. An item that management excludes when computing non-GAAP adjusted earnings can be of substantial importance to our results for any particular quarter or year. 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 ~~usin~~us in this report as supplemental financial data should be considered in conjunction with our GAAP financial information. In addition, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies because such measures may include or exclude other specified items.

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

We also calculate adjusted earnings per share based on our measure of adjusted earnings. We view these amounts as important to understanding operating trends, particularly due to the impact of accounting standards related to acquisition activity. Analysts also rely on these measures in estimating and evaluating 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 us to other companies in the financial services industry. We also adjust certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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

Three Months Ended March 31,
(in thousands)

Calculations

2022

2021
Net income



$
9,112

$
9,480
Non-recurring items:

Gain on sale of securities, net



(9)

—
(Gain) loss on sale of premises and equipment, net



(75)

8
Loss on other real estate owned



—

—
Loss on debt extinguishment

—

—
Acquisition, conversion and other expenses



325

889
Income tax expense ⁽¹⁾



(56)

(213)
Total non-recurring items

185

684
Total adjusted income⁽²⁾

(A)

$
9,297

$
10,164

Net interest income

(B)

$
24,298

$
23,422
Plus: Non-interest income



9,309

10,248
Total Revenue



33,607

33,670
Gain on sale of securities, net



(9)

—
Total adjusted revenue⁽²⁾

(C)

$
33,598

$
33,670

Total non-interest expense



$
21,886

$
22,491
Non-recurring expenses:

Gain (loss) on sale of premises and equipment, net



75

(8)
Loss on other real estate owned



—

—
Loss on debt extinguishment

—

—
Acquisition, conversion and other expenses



(325)

(889)
Total non-recurring expenses

(250)

(897)
Adjusted non-interest expense⁽²⁾

(D)

$
21,636

$
21,594

Total revenue

33,607

33,670
Total non-interest expense

21,886

22,491
Pre-tax, pre-provision net revenue

$
11,721

$
11,179

Adjusted revenue⁽²⁾

33,598

33,670
Adjusted non-interest expense⁽²⁾

21,636

21,594
Adjusted pre-tax, pre-provision net revenue⁽²⁾

$
11,962

$
12,076

(in millions)






Average earning assets

(E)

$
3,386

$
3,359
Average paycheck protection program (PPP) loans

(R)

3

65
Average earning assets, excluding PPP loans

(S)

3,383

3,294
Average assets

(F)

3,712

3,717
Average shareholders' equity

(G)

416

407
Average tangible shareholders' equity⁽²⁾⁽³⁾

(H)

290

280
Tangible shareholders' equity, period-end⁽²⁾⁽³⁾

(I)

281

278
Tangible assets, period-end⁽²⁾⁽³⁾

(J)

3,566

3,603


		Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Calculations	2022		2021		2022		2021
Net income		$	11,430	$	11,028	$	31,045	$	29,533
Non-recurring items:
Gain on sale of securities, net			(44)		(1,930)		(53)		(1,980)
Gain on sale of premises and equipment, net			—		(146)		(65)		(137)
Gain on other real estate owned			—		—		—		(11)
Loss on debt extinguishment			—		1,768		—		1,768
Acquisition, conversion and other expenses			31		318		356		1,759
Income tax expense ⁽¹⁾			3		(2)		(55)		(332)
Total non-recurring items			(10)		8		183		1,067
Total adjusted income⁽²⁾	(A)	$	11,420	$	11,036	$	31,228	$	30,600

Net interest income	(B)	$	29,910	$	25,582	$	80,727	$	71,758
Plus: Non-interest income			8,823		11,350		27,093		31,103
Total Revenue			38,733		36,932		107,820		102,861
Gain on sale of securities, net			(44)		(1,930)		(53)		(1,980)
Total adjusted revenue⁽²⁾	(C)	$	38,689	$	35,002	$	107,767	$	100,881

Total non-interest expense		$	23,032	$	23,372	$	66,618	$	67,587
Non-recurring expenses:
Gain on sale of premises and equipment, net			—		146		65		137
Gain on other real estate owned			—		—		—		11
Loss on debt extinguishment			—		(1,768)		—		(1,768)
Acquisition, conversion and other expenses			(31)		(318)		(356)		(1,759)
Total non-recurring expenses			(31)		(1,940)		(291)		(3,379)
Adjusted non-interest expense⁽²⁾	(D)	$	23,001	$	21,432	$	66,327	$	64,208

Total revenue			38,733		36,932		107,820		102,861
Total non-interest expense			23,032		23,372		66,618		67,587
Pre-tax, pre-provision net revenue		$	15,701	$	13,560	$	41,202	$	35,274

Adjusted revenue⁽²⁾			38,689		35,002		107,767		100,881
Adjusted non-interest expense⁽²⁾			23,001		21,432		66,327		64,208
Adjusted pre-tax, pre-provision net revenue⁽²⁾		$	15,688	$	13,570	$	41,440	$	36,673

(in millions)
Average earning assets	(E)	$	3,459	$	3,412	$	3,402	$	3,386
Average paycheck protection program (PPP) loans	(R)		—		46		5		63
Average earning assets, excluding PPP loans	(S)		3,459		3,366		3,397		3,323
Average assets	(F)		3,772		3,764		3,725		3,743
Average shareholders' equity	(G)		393		421		402		414
Average tangible shareholders' equity⁽²⁾⁽³⁾	(H)		267		295		276		287
Tangible shareholders' equity, period-end⁽²⁾⁽³⁾	(I)		254		292		254		292
Tangible assets, period-end⁽²⁾⁽³⁾	(J)		3,715		3,612		3,715		3,612

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Three Months Ended March 31,

Calculations

2022

2021

(in thousands)







Common shares outstanding, period-end

(K)

15,013

14,950

Average diluted shares outstanding

(L)

15,102

15,007

Adjusted earnings per share, diluted⁽²⁾

(A/L)

$
0.62

$
0.68

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

(I/K)

18.72

18.61

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

(M)

(20,225)

4,510

Tangible book value per share, excluding securities adjustment⁽²⁾⁽⁴⁾

(I+M)/K

20.07

18.31

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

(I/J)

7.88

7.72

Performance ratios⁽⁵⁾

Return on assets



1.00
%

1.03
%
Adjusted return on assets⁽²⁾

(A/F)

1.02

1.11

Pre-tax, pre-provision return on assets

1.28

1.22

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

(U/F)

1.31

1.32

Return on equity



8.89

9.45

Adjusted return on equity⁽²⁾

(A/G)

9.07

10.14

Return on tangible equity

13.01

14.01

Adjusted return on tangible equity⁽¹⁾⁽²⁾

(A+Q)/H

13.27

15.01

Efficiency ratio⁽²⁾⁽⁶⁾

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

62.40

61.95

Net interest margin

(B+P)/E

2.95

2.88

Adjusted net interest margin⁽²⁾⁽⁷⁾

(B+P-T)/S

2.93

2.78

Supplementary data (in thousands)







Taxable equivalent adjustment for efficiency ratio

(N)

$
476

$
595

Franchise taxes included in non-interest expense

(O)

141

125

Tax equivalent adjustment for net interest margin

(P)

320

433

Intangible amortization

(Q)

233

241

Interest and fees on PPP loans

(T)

196

1,304


		Three Months Ended September 30,					Nine Months Ended September 30,
	Calculations	2022			2021		2022			2021
(in thousands)
Common shares outstanding, period-end	(K)		15,066			14,987		15,066			14,987
Average diluted shares outstanding	(L)		15,113			15,051		15,100			15,035

Adjusted earnings per share, diluted⁽²⁾	(A/L)	$	0.76		$	0.73	$	2.07		$	2.04
Tangible book value per share, period-end⁽²⁾	(I/K)		16.89			19.48		16.89			19.48
Securities adjustment, net of tax⁽¹⁾⁽⁴⁾	(M)		(58,715)			4,398		(58,715)			4,398
Tangible book value per share, excluding securities adjustment⁽²⁾⁽⁴⁾	(I+M)/K		20.79			19.19		20.79			19.19
Total tangible shareholders' equity/total tangible assets⁽²⁾	(I/J)		6.85			8.08		6.85			8.08

Performance ratios⁽⁵⁾
Return on assets			1.20	%		1.16		1.11	%		1.05
Adjusted return on assets⁽²⁾	(A/F)		1.20			1.16		1.12			1.09
Pre-tax, pre-provision return on assets			1.65			1.43		1.48			1.26
Adjusted pre-tax, pre-provision return on assets⁽²⁾	(U/F)		1.65			1.43		1.49			1.31
Return on equity			11.55			10.38		10.32			9.54
Adjusted return on equity⁽²⁾	(A/G)		11.54			10.39		10.38			9.98
Return on tangible equity			17.25			15.08		15.28			14.01
Adjusted return on tangible equity⁽¹⁾⁽²⁾	(A+Q)/H		17.24			15.09		15.37			14.50
Efficiency ratio⁽²⁾⁽⁶⁾	(D-O-Q)/(C+N)		57.67			59.18		59.66			61.48
Net interest margin	(B+P)/E		3.47			3.02		3.21			2.88
Adjusted net interest margin⁽²⁾⁽⁷⁾	(B+P-T)/S		3.47			2.75		3.21			2.73

Supplementary data (in thousands)
Taxable equivalent adjustment for efficiency ratio	(N)	$	533		$	576	$	1,500		$	1,757
Franchise taxes included in non-interest expense	(O)		149			143		434			396
Tax equivalent adjustment for net interest margin	(P)		379			421		1,033			1,284
Intangible amortization	(Q)		233			233		699			707
Interest and fees on PPP loans	(T)		—			2,690		223			5,058

(1)	Assumes a marginal tax rate of 23.41% for 2022 and 23.71% for ~~the first three quarters of~~ 2021.

(2)	Non-GAAP financial measure.

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

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

(5)	All performance ratios are based on average balance sheet amounts, where applicable.

(6)	Efficiency ratio is computed by dividing core non-interest expense net of franchise taxes and intangible amortization divided by core revenue on a fully taxable equivalent basis.

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

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~~EXECUTIVE~~QUARTERLY PERFORMANCE SUMMARY

We reported first quarter 2022 net income of $9.1 million or $0.60 per diluted share compared to $9.5 million or $0.63 per diluted share in the same quarter of 2021. Paycheck Protection Program, or PPP, loan accretion contributed $0.01 per share in the firstEarnings (third quarter of 2022 compared to ~~$0.07 in~~ the same quarter of ~~2021. Adjusted earnings per diluted share (non-GAAP) for the same periods were $0.62 and $0.68, which excludes one-time severance and contract negotiation costs.~~

~~FIRST QUARTER HIGHLIGHTS (ratios compared to the first quarter~~ 2021)

●

~~1.00% return on assets or 1.02% on a core basis (non-GAAP)~~

●

~~21% annualized commercial loan growth~~

●

~~87% loan to deposit ratio~~

●

~~2.95% net interest margin, compared to 2.88%~~

●

~~11% increase in fee-based revenue~~

●

~~0.25% non-performing asset ratio to total assets, compared to 0.38%~~

●Net income was $11.4 million, an increase of 4%, or 27% on a non-GAAP basis when excluding the accretion from PPP loan fees in 2021.

●Diluted earnings per share was $0.76, an increase of $0.03 or 4%. Diluted earnings per share in the third quarter of 2021 included a $0.14 benefit from PPP loan fees.

●Return on assets increased to 1.20% from 1.16% or 0.95% on a non-GAAP basis when excluding PPP loan fees. Return on equity was 11.55% compared to 10.38%. Both ratios include the benefit of higher net income and lower average balances related to unrealized losses on securities as noted below under the Financial Position section.

●Net interest income was $29.9 million, an increase of 17%. Net interest margin (NIM) was 3.47% in the third quarter of 2022, an increase of 45 basis points from the same period in 2021. The increase is primarily due to the repricing of variable rate assets, continued loan growth and a lower percentage of wholesale borrowings to total debt.

●The provision for credit losses was an expense of $1.3 million mainly due to loan growth compared to a net benefit of $174 thousand reflecting improved economic forecasts.

●Non-interest income was $8.8 million, down $2.5 million. Customer service fee income was up 9%, trust and wealth management income was down 8%, and prior year included $1.9 million of net securities gains.

●Non-interest expense was $23.0 million versus $23.4 million. Prior year includes a $1.8 million loss on extinguishment of debt.

●Efficiency ratio improved to 58% from 59%, or 63% on a non-GAAP basis that excludes PPP loan fees.

InFinancial Position(As of September 30, 2022, compared to June 30, 2022)

●Total assets increased $124.5 million to $3.8 billion mainly due to loan growth supported by growth in total deposits.

●Cash and cash equivalents were $82.1 million, compared to $67.1 million. The increase is a principally a timing difference between loan activity and short-term borrowings at the ~~first quarter 2022, we grew loans, expanded net~~end of the quarter.

●Securities were $565.8 million, or 15% of total assets, compared to $592.7 million, or 16% of total assets. Net unrealized losses were $76.6 million, or 12% of gross securities, compared with $49.7 million, or 8% of gross securities as fixed rate securities continued to price reflecting higher interest ~~margin, increased fee-based income and controlled expenses driving positive operating leverage for the quarter while maintaining credit quality and solid capital levels. Commercial~~rates.

●Total loans grew at an annual rate of 21%, which is a reflection of strong pipelines heading into 2022 that remain robust. The growth and pipelines are a mix of real estate loans, commercial and industrial loans and increases in utilization rates to 30%18% on ~~existing lines of credit. Lending activity~~annualized basis during the quarter ~~highlights the strength~~as commercial loans and residential loans increased 25% and 9%, respectively. Loan growth was generated across all of our ~~teams’ experience~~footprint and ~~client relationships as we continue to navigate an uncertain economic~~among many industry sectors and ~~rate environment with dynamic variables that could shift in either direction.~~

We self-funded loans during the first quarter 2022 by deploying excess cash as total deposit growth remained flat. Non-maturity deposits (core deposits) balances grew 5% annualized in the quarter, which offset our strategic run-off in wholesale time deposits.

Net interest margin, or NIM, expanded to 2.95% for the first quarter 2022, up from 2.88% in the same quarter of 2021. Adjusted NIM (non-GAAP) was 2.93% and 2.78% for the first quarters of 2022 and 2021, respectively and was 2.69% in the fourth quarter of 2021. Of the 24 basis point increase from the fourth quarter 16 basis points relates to the use of cash to fund loan growth and 8 basis points was the result of previously announced deleveraging strategies.

business lines. We believe that ~~credit quality~~the economy in Northern New England continues to be strong ~~across our loan portfolio.~~ despite pressures from the broader economy.

●The ~~provision for loan losses in the first quarter 2022 reflects a build to~~ratio of the allowance ~~on higher loan growth, balanced with improvements in non-accrual~~for credit losses to total loans ~~delinquencies, specific reserves~~was 0.88%, increasing from 0.87%, which reflects more conservative economic forecasting. Net charge-offs continue to be insignificant and ~~beneficial shifts in product mix. Net recoveries on previously charged off loans were $95 thousand compared with net charge offs of $168 thousand in~~each credit metric improved during the ~~first quarter of 2021.~~

quarter.

Fee-based income increased 11% over the first quarter of 2021, reflecting a deepening and expanding customer deposit base, growth in trust and investment management fees and higher treasury management fees. Mortgage banking revenue in the first quarter 2022 was in line with expectations given the decline in refinancing activity and tighter gain on sale margins given excess capacity in the industry. Given the shift in the mortgage banking environment, we managed our mortgage production between on balance sheet and for sale through our secondary market platform.

●

Our tangible book value per share (non-GAAP) was $18.72 compared with $19.86 at year-end 2021 or a decrease of 5.7%, as a result of the mark-to-market adjustments in our securities portfolio given the rising rate environment. This dilution is temporary and reasonable given the relatively short duration risk of the securities portfolio. Excluding securities adjustments, tangible book value per share (non-GAAP) was upTotal deposits grew 7% on an annualized basis ~~to $20.07 from $19.73 at year-end 2021.~~

during the quarter on an increasing number of customer accounts and gain in market share.

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●Total book value per share was $25.22 compared to $26.19. Net unrealized security losses reduced book value per share by $3.90 compared to $2.55. Tangible book value per share excluding net unrealized security losses (non-GAAP) increased 8% on annualized basis on net income offset by dividends to shareholders.

COMPARISON OF FINANCIAL CONDITION AT ~~MARCH 31,~~SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

Securities

~~Securities totaled $611.3~~Total securities decreased to $565.8 million ~~at quarter-end compared to $625.7~~from $625.6 million at year-end ~~2021 representing 17% of~~2021. The $59.8 million decrease in total ~~assets in both periods. During the quarter, security purchases of $47.7 million were offset by $7.9~~securities included $99.3 million of purchases, $19.5 million in sales, an $11.7 million cost reduction to municipal securities that are hedged, and ~~$20.3~~$50.4 million of maturities, calls and pay-downs ~~of amortizing securities.~~and amortization. Fair value adjustments reduced the security portfolio by ~~$28.5~~$76.6 million at the end of the September 30, 2022 quarter, ~~and increased the portfolio by $5.1~~compared to an increase of $2.6 million at ~~year-end.~~year-end 2021. Net unrealized losses ~~during~~in the ~~quarter were mostly due~~nine months of 2022 resulted from the Federal Reserve increasing the federal funds target interest rate 300 basis points in that period. All securities remain classified as available for sale to ~~the impact~~provide flexibility in loan funding and management of ~~increases in longer-term market interest rates on the value~~our cost of ~~each class of securities. See Note 2 to the Consolidated Financial Statements for more information.~~funds. The weighted average yield of our securities portfolio was ~~2.96%~~3.43% at quarter-end and 2.63% at year-end. Securities held at quarter-end had an average life of ~~7.4~~9.5 years and an effective duration of ~~4.7~~5.1 years compared to 5.3 years and 4.2 years at year-end 2021, respectively.

Loans

Total loans increased ~~$122.7~~by $318.5 million from year-end 2021, or 17% annualized, to ~~$2.6~~$2.9 billion at ~~quarter-end.~~September 30, 2022. Commercial loans increased ~~$80.1~~by $241.2 million ~~primarily due to new loans~~ with growth from existing customers ~~in the commercial leasing~~ and ~~hotel accommodation industries.~~491 new lending relationships. PPP loan balances ~~totaled $1.1 million~~were zero at the end of the quarter, compared to $6.7 million at year-end. Unearned net fees on PPP loans were $30 thousand at the end of the quarter and $219 thousand as of the end of 2021. All remaining COVID loan modifications at year-end 2021 totaling $566 thousand were paid off during the quarter. Total residential loans increased ~~$47.4~~by $75.6 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. ~~In the first quarter 2022, 17% of residential originations were sold compared with 38% in the fourth quarter of 2021. While residential loans increased,~~Residential loan origination volume ~~was~~in 2022 is significantly down ~~from each quarterly period of~~as compared to respective periods 2021 on lower refinancing ~~activity.~~activity and increasing market rates.

Allowance for Credit Losses

The ~~allowance for credit losses was $23.2~~ACL increased to $25.0 million at quarter-end as compared to $22.7 million at ~~year-end. A steadying economic forecast and disciplined approach~~year-end 2021 principally due to ~~credit quality resulted in an~~loan growth. The ratio of the allowance to ~~total~~ loans ~~coverage ratio of 0.87% compared~~decreased to 0.88% from 0.90% at ~~year-end. Charged-off loans~~year-end reflecting an improvement in economic forecasts used the ~~quarter resulted in a net recovery of $95 thousand compared to $144 thousand in the fourth quarter 2021.~~ACL calculation. Non-accruing loans ~~in the quarter decreased~~continue to ~~$9.2~~trend downwards on a quarterly basis to $7.8 million from $10.2 ~~million at year-end.~~million. The ratio of accruing past due loans to total loans improved to ~~0.25%~~0.10% of total loans ~~at quarter-end~~ from 0.32% ~~at year-end~~. Total delinquent and non-accruing loans as percentage of total improved to 0.37% from 0.72%. Net recoveries on previously charged-off loans for the first nine months of 2022 totaled $83 thousand compared to net charge-offs of $434 thousand for the same period of 2021.

Other Assets

Other assets were ~~$335.5~~$366.1 million ~~at quarter-end as~~ compared to $318.5 million at year-end 2021. The increase ~~reflects $7.1~~includes $18.5 million of deferred tax assets recorded in connection with unrealized losses on securities, ~~and $8.3~~$6.5 million of investments made in tax credits and community ~~developments.~~developments, a $7.9 million increase in the fair value of customer loan swaps, and a $10.2 million increase in the fair value of derivative instruments.

Deposits and Borrowings

Total deposits ~~were $3.0 billion at~~increased by $87.1 million from year-end 2021 to $3.1 billion. In the ~~quarter-end~~first nine months of 2022 ~~and year-end 2021. Core deposits grew $32.8 million, or 5% on an annualized basis. A total of 500~~over 2,300 net new ~~core deposits~~deposit accounts opened and over 2,900 were opened in the ~~first quarter 2022 compared to 300 accounts in the fourth quarter~~same period of 2021. The loan to deposit ratio ~~was 87% compared~~increased to 91% from 83% at the end of 2021 due to loan ~~growth. Time~~growth offset in part by 4% annualized growth in total deposits. Core deposits grew by $178.4 million, or 9% annualized, while time deposits decreased ~~$33.6~~by $27.7 million, ~~during the quarter primarily due to $22.0~~which includes $36.0 million of wholesale deposits that matured. ~~The remaining decrease is attributable~~Borrowings increased by $70.5 million from year-end 2021 to ~~customers continuing to move funds to transactional accounts upon contractual maturity. Borrowings were flat during the quarter due to a consistent deposit level and use of~~supplement excess cash ~~to fund loan growth.~~and deposit funding. FHLB borrowings ~~at quarter-end were term advances with a total balance of~~totaled $169.8 million and $98.6 million with weighted average ~~life~~rates of ~~1.4 years~~2.91% and ~~weighted average rate~~0.49% at the end of ~~0.68%. Total cost~~the third quarter of ~~deposits was 0.20%~~2022 and year-end 2021, respectively. Wholesale borrowings as a percentage of total debt decreased to 5.8% in the ~~first~~third quarter 2022 compared to 0.24% in the fourth quarter 2021 and borrowing costs were 2.29% compared to 2.17% for the same periods. The change in cost of funds reflects the attrition of balances on prepaid or matured borrowings and time deposits.

~~Other Liabilities~~

~~Other liabilities were $58.6 million at quarter-end 2022 and $58.0 million~~from 6.0% at year-end 2021. ~~The quarter-end balance reflects $8.3 million of tax credit and community development investment commitments offset by payments of the 2021 incentive program in March 2022.~~

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Other Liabilities

Other liabilities were $75.6 million compared to $58.0 million at year-end 2021. The $17.6 million increase includes $7.0 million in remaining tax credit investment commitments, a $7.9 million increase related to the fair value of customer loan swaps, and a $4.5 million increase related to the fair value of derivative instruments.

Equity

Total equity at ~~quarter-end~~the end of the third quarter of 2022 was ~~$407.0~~$380.0 million compared to $424.1 million at ~~year-end. Book value per share was $27.11 at March 31,~~year-end 2021. The $44.1 million decrease in the first nine months of 2022 ~~compared with $28.27 at December 31, 2021~~included net income totaling $31.0 million, $11.4 million of dividends to shareholders and ~~tangible book value per share (non-GAAP measure) was $18.72 and $19.86 for the respective periods. Accumulated~~$64.9 million of other comprehensive losses. Other comprehensive losses ~~which~~ were primarily due to unrealized losses on securities, ~~reduced equity by $21.4 million at quarter-end compared~~net of tax, totaling $60.7 million.

In June 2022, our Board of Directors authorized a stock repurchase plan for up to ~~an increase~~5% of ~~$2.3 million year-end 2021.~~outstanding shares of common stock, which represents approximately 751,000 shares. As of September 30, 2022, no repurchases have been made, but we will continue examine buying opportunities considering market conditions, including interest rate volatility and potential loan and risk-weighted asset growth.

COMPARISON OF OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022 AND 2021

Net Income

Net income in the third quarter of 2022 was $11.4 million, or $0.76 per diluted share, compared to $11.0 million, or $0.73 per diluted share, in the same quarter of 2021.

During the first nine months of 2022, net income was $31.0 million, or $2.06 per diluted share, compared to $29.5 million, or $1.96 per diluted share, in the same period of 2021. Non-recurring items reduced net income by $1.1 million, or $0.07 per diluted share, in 2021.

Net Interest Income

Net interest income was $29.9 million in the third quarter of 2022 compared with $25.6 million in the third quarter of 2021. NIM was 3.47% compared to 3.02% for the same periods, and was 3.50%% and 2.94%, respectively, on a non-GAAP basis when excluding the impact of PPP loan fees and interest-bearing excess cash. The increase in net interest income and net interest margin was ~~2.95%~~due to higher interest on earning assets due to the Federal Reserve increasing their federal funds target rate. The yield on earning assets totaled 3.84% compared to ~~2.88%~~3.41% in the third quarter of 2021. The yield on loans was 4.04% in the third quarter of 2022, and 3.98% in the third quarter of 2021. The non-GAAP the yield on loans was 4.04% and 3.62% for the same periods when excluding PPP loan fees. Total cost of deposits was 0.30% in the third quarter of 2022 compared to 0.27% in the third quarter of 2021 reflecting a lower correlation to federal fund rate movements. Borrowing costs were 2.69% compared to 2.11% for the same periods due to the repricing of rolling short-term FHLB borrowings to market rates.

For the first nine months of 2022, net interest income was $80.7 million compared with $71.8 million in the same period of 2021. ~~Acceleration~~The comparison of ~~PPP loan fee amortization due to forgiveness contributed two basis points to~~ NIM and earning asset yields were 3.21% and 2.88%, and 3.51% and 3.38% in ~~the first quarter~~ 2022 and ~~10 basis point~~2021, respectively. The explanations for improvement in those ratios are consistent with the same period of 2021. Interest-bearing cash balances, reduced NIM by 12 basis points in the first quarter 2022 and 15 basis points in the first quarter 2021. The yield on earning assets totaled 3.21% compared to 3.46% in the first quarter 2021. Excluding the impact of PPP and excess cash, the yield on earning assets totaled 3.32% and 3.55% for the same periods. The yield on loans was 3.54% in the first quarter 2022, and 3.85% in the first quarter of 2021. Excluding PPP loans the yield on loans was 3.51% in the first quarter of 2022 and 3.73% in the first quarter 2021. Costs of interest-bearing liabilities decreased to 0.35% from 0.72% in the first quarter 2021 due to lower deposit rates and reduced wholesale borrowings.three month comparison above.

Provision for Credit Losses

The provision for credit losses for the quarter was ~~$377 thousand,~~$1.3 million, compared to a recapture of ~~$489~~$174 thousand in the ~~first~~third quarter of 2021. ~~The~~

During the first nine months of 2022, the provision for credit losses was $2.2 million compared to a benefit of $1.4 million in the ~~first quarter 2022 is~~same period of 2021. The change in the provisions for credit losses and benefit are mostly attributable to loan growth ~~offset~~ in ~~part by~~2022, and improved ~~credit quality metrics,~~economic forecasts in 2021 as ~~noted in the allowance for credit losses discussion.~~compared to 2020, respectively.

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Non-Interest Income

Non-interest income in the ~~first~~third quarter of 2022 was ~~$9.3~~$8.8 million, compared to ~~$10.2~~$11.4 million in the same quarter of 2021. Customer service fees were ~~$3.6~~$3.8 million in the ~~first~~third quarter of 2022, compared to ~~$3.0~~$3.5 million in the same period of 2021. The increase ~~is due to over 3,000~~reflects the net ~~core~~new accounts that were opened ~~since the first quarter of 2021~~ and a higher volume of customer activity and transactions. Wealth management income ~~grew to $3.8 million from $3.7~~was $3.5 million in the ~~first~~third quarter of ~~2021 due~~2022, down from $3.9 million in the same quarter of 2021. Assets under management (“AUM”) declined approximately 16.1% year to date, as compared to the blended decline of the S&P 500 of 24.1%. The smaller decline in AUM is a ~~5% increase in assets under management.~~direct function of effective portfolio management and new business successes. Mortgage banking income was ~~$624~~$315 thousand in the third quarter of 2022, compared to ~~$2.6 million~~$850 thousand in the same period of 2021 reflecting higher on balance sheet activity and lower residential loan originations.

Non-interest income for the first nine months of 2022 was $27.1 million compared to $31.1 million in the same period in 2021. Customer service fees increased $1.4 million while mortgage banking income decreased $3.5 million and in 2021 included a $2.0 million net gain on security sales. The reasons for these changes are the same as the quarterly comparison above.

Non-Interest Expense

Non-interest expense was ~~$21.9~~$23.0 million in the ~~first~~third quarter of 2022, ~~from $22.5~~compared to $23.4 million in the same quarter of 2021. ~~Salaries~~The decrease is primarily the net result of a $499 thousand increase in salary and ~~benefits~~benefit expense, ~~decreased~~a $429 thousand increase in occupancy and equipment expense, and non-recurring expenses totaling $2.1 million in 2021. Salary and benefit expense increased due to ~~$12.1~~annual cost of living adjustments in the second quarter 2022 along with higher pay-for-performance incentives. Occupancy and equipment expense increased on higher utility costs and software amortization in 2022. Non-recurring expenses (non-GAAP) in 2021, included a $1.8 million loss on debt extinguishment and $318 thousand of fees related to consolidating our Wealth Management businesses.

For the first nine months of 2022, non-interest expense was $66.6 million compared to ~~$12.2~~$67.6 million in the same ~~quarter~~period of 2021. AThe reasons for the decrease in the nine month period is similar to the quarterly explanation above with higher salary and benefits expense and occupancy costs, and lower non-recurring expenses. Non-recurring expenses in 2022 totaled $291 thousand consisting of mostly contract renegotiation fees. In 2021, non-recurring expenses were $3.4 million consisting of $1.8 million of reduction in workforce costs and a $1.8 million loss on extinguishment of ~~full-time equivalents to 495 from 538~~debt. The efficiency ratio was 59.66% in the first ~~quarter~~nine months of ~~2021 resulted in lower salary and benefit expense. However, that benefit was almost completely offset by less loan origination cost deferrals on lower residential loan volume as~~2022 compared to ~~the first quarter 2021. The efficiency ratio excluding the effects of PPP improved~~61.48% in same period 2021, which reflects managements disciplined approach to 62.76%, down from 64.40% for the same respective periods. Non-core expenses (non-GAAP) in the first quarter 2021 totaled $250 thousand and consisted of a $75 thousand gain on the sale of premises and equipmentexpense management as ~~we continue~~revenue continues to optimize our branch footprint as well as one time severance and contract negotiation costs. In the same quarter of 2021, non-core expenses (non-GAAP) totaled $897 million and included charges from early retirements and reductions in workforce programs.grow.

Liquidity and Cash Flows

Liquidity is measured by our ability to meet short-term cash needs at a reasonable cost or minimal loss. 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 needs. Many factors affect our ability to meet liquidity needs, including variations in the markets served by our network of offices, 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 Management Policy. Continual monitoring of these ratios, 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

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Reserve of ~~$87~~$84 million and unused lines of credit totaling $51.0 million, in addition to over ~~$200.0~~$82.1 million in unencumbered, liquid investment portfolio assets.

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 us. Our management believes 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 our liquidity position.

Capital Resources

Please see the ~~“Equity”~~ section ~~of the Comparison~~titled “Comparison of Financial Condition at September 30, 2022 and December 31, 2021--Equity” for a discussion of shareholders’ equity together with ~~the~~ Note 6 ~~Capital~~“Capital Ratios and Shareholders’ ~~Equity~~Equity” in the consolidated financial statements. Additional information about regulatory capital is contained in the notes to the consolidated financial statements and in our most recent Annual Report on Form 10-K.

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 the aggregate amount of ~~$3.6~~$11.4 million and ~~$3.3~~$10.5 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and 2021, respectively. All dividends declared and distributed by us will be in compliance with 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 risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers, and 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 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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

Our Consolidated Financial Statements were prepared in accordance with GAAP and follow general practices within the industries in which we operate. The most significant accounting policies we follow are presented in Note 1 to ~~the~~ our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Application of these principles requires us to make estimates, assumptions, and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the Consolidated

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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. The most significant market risk that affects us is interest rate risk. Other types of market risk do not arise in the normal course of our business activities.

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

Interest Rate Risk:

Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bank's net interest income. Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow characteristics of assets and liabilities. Management’s objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the 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 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 Bank’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 option provisions are examined on an individual basis in each rate environment to estimate the likelihood of exercise. Prepayment assumptions for mortgage loans are calibrated using specific Bank experience while mortgage-backed securities are developed from industry standard models of prepayment speeds, based upon similar coupon ranges and degree of seasoning. Cash flows and maturities are then determined, and for certain assets, prepayment assumptions are estimated under different interest rate scenarios. Interest income and interest expense are then simulated under several hypothetical interest rate conditions.

The simulation models a parallel and pro rata shift in rates over a 12-month period. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual “rate ramp” and a “rate shock” have on earnings expectations. Our net interest income sensitivity analysis reflects changes to net interest income assuming no balance sheet

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

As of ~~March 31,~~September 30, 2022, interest rate sensitivity modeling results indicate that the Bank’s balance sheet was asset sensitive over the one- and two-year horizons.

The following table presents the changes in sensitivities on net interest income for the periods ended ~~March 31,~~September 30, 2022 and 2021:


Change in Interest Rates-Basis Points (Rate Ramp)	1 - 12 Months				13 - 24 Months				1 - 12 Months				13 - 24 Months
(in thousands, except ratios)	$ Change		% Change		$ Change		% Change		$ Change		% Change		$ Change		% Change
At March 31, 2022
At September 30, 2022
-100	$	(4,176)	(3.9)	%	$	(8,892)	(8.0)	%	$	(3,414)	(2.4)	%	$	(10,292)	(6.9)	%
+100										1,956	1.4			6,544	4.4
+200		7,101	6.6			18,216	16.4			3,721	2.6			12,622	8.5
At March 31, 2021
At September 30, 2021
-100		(1,919)	(2.0)			(5,820)	(6.3)			(2,226)	(2.4)			(6,019)	(6.7)
+100										4,715	5.1			11,583	13.0
+200		6,607	6.9			17,991	19.6			9,548	10.3			21,878	24.5

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 deteriorate over the one year horizon while deteriorating further from that level over the two-year horizon.

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

As compared to ~~March 31,~~September 30, 2021, ~~the~~sensitivity to both a down 100 basis ~~points scenario is declined in both years 1~~point rate movement and ~~2. In the~~an up 200 basis ~~points scenario, results are also improved on a year-over-year basis.~~point rate movement has decreased.

The preceding sensitivity analysis does not represent a 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, 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.

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ITEM 4. CONTROLS AND PROCEDURES

(a)	Disclosure controls and procedures.

Under the supervision and with the participation of our senior management, consisting of our principal executive officer and our principal financial officer, ~~weconducted~~we conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in 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. Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that as of ~~March 31,~~September 30, 2022, our disclosure controls and procedures were 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 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~~using our Exchange Act reports is accumulated and communicated to our management, including our principal executive officer and principal financial 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 our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We and our subsidiaries are parties to certain ordinary routine litigation incidental to the normal conduct of their respective ~~businesses, which~~businesses. Although the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions with counsel, our management believes that based on the information currently available the outcome of such actions, individually or in the ~~opinion of management based upon currently available information~~aggregate, will not have noa material adverse effect on ~~ourconsolidated~~the Company’s consolidated financial ~~statements.~~position as a whole.

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 fiscal year ended December 31, 2021. In addition to the other information set forth in this ~~report,~~Form 10-Q, you should carefully consider those risk factors, which could materially affect our business, financial condition and future operating results. Those risk factors are not the only risks facing our ~~company.~~Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and operating results.

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

(c)On ~~April 20, 2021,~~June 23, 2022, our Board of Directors approved a twelve-month plan to repurchase up to 5% of our outstanding shares of common stock, representing ~~747,000~~751,000 shares.

The following table indicates that no shares were repurchased by us in the ~~first~~third 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
~~January~~July 1-31, 2022	—	$	—	—	~~747,000~~751,000
~~February 1-28, 2022~~	—		—	—	~~747,000~~
~~March~~August 1-31, 2022	—		—	—	~~747,000~~751,000
September 1-30, 2022	—		—	—	751,000
Total	—	$	—	—	~~747,000~~751,000

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ITEM 6. EXHIBITS


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

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

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

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

~~101~~101*	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2022 is formatted in Inline Extensible Business Reporting 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~~(formatted as Inline XBRL ~~document)~~and contained in Exhibit 101)

*Filed herewith

**Furnished herewith

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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: ~~May 5,~~November 4, 2022	By:	/s/ Curtis C. Simard
		Curtis C. Simard
		President & Chief Executive Officer (Principal Executive Officer)


Dated: ~~May 5,~~November 4, 2022	~~By:~~	/s/ Josephine Iannelli
		Josephine Iannelli
		Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

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