10-Q

Table of Contents ​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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

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For the quarterly period ended: June 30, 2022

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

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For the transition period from                    to

Commission File Number: 001-13349

BAR HARBOR BANKSHARES

(Exact name of registrant as specified in its charter)

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​	​	​
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)

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

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

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

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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 ◻

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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 ◻

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

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

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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. ◻

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

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The Registrant had 15,038,746 shares of common stock, par value $2.00 per share, outstanding as of July 29, 2022.

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Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES

FORM 10-Q

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INDEX

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​	​			Page
PART I.	FINANCIAL INFORMATION			​
​	​			​
Item 1.	Consolidated Financial Statements (unaudited)			​
​	​			​
​	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021			4
​	​			​
​	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2022 and 2021			6
​	​			​
​	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2022 and 2021			7
​	​			​
​	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2022 and 2021			8
​	​			​
​	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021			9
​	​			​
​	Notes to Unaudited Consolidated Interim Financial Statements			​
​	​	Note 1	Basis of Presentation	10
​	​	Note 2	Securities Available for Sale	11
​	​	Note 3	Loans and Allowance for Credit Losses	14
​	​	Note 4	Borrowed Funds	25
​	​	Note 5	Deposits	27
​	​	Note 6	Capital Ratios and Shareholders' Equity	28
​	​	Note 7	Earnings per Share	33
​	​	Note 8	Derivative Financial Instruments and Hedging Activities	34
​	​	Note 9	Fair Value Measurements	44
​	​	Note 10	Revenue from Contracts with Customers	51
​	​	Note 11	Leases	53
​	​	​	​	​
​	​	​	​	​
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			55
​	​	Selected Financial Data		56
​	​	Consolidated Loan and Deposit Analysis		57
​	​	Average Balances and Average Yields/Rates		58
​	​	Non-GAAP Financial Measures		60
​	​	Reconciliation of Non-GAAP Financial Measures		61
​	​	Performance Summary		63
​	​			​
Item 3.	Quantitative and Qualitative Disclosures about Market Risk			68
​	​			​
Item 4.	Controls and Procedures			70
​
​	​			​
PART II.	OTHER INFORMATION			​
​	​			​
Item 1.	Legal Proceedings			70
​	​			​
Item 1A.	Risk Factors			70
​	​			​
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			71
​	​			​
Item 6.	Exhibits			72
​	​			​
Signatures	​			73

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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.

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FORWARD-LOOKING STATEMENTS

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Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-Q the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions are intended to identify forward-looking statements, but these terms are not the exclusive means of identifying forward-looking statements. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that we file with the Securities and Exchange Commission, including but not limited to those discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Because of these and other uncertainties, our actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations do not necessarily indicate future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. We are not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. We qualify all of our forward-looking statements by these cautionary statements.

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​ 3

Table of Contents PART I.          FINANCIAL INFORMATION

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ITEM 1.          CONSOLIDATED FINANCIAL STATEMENTS

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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​

​	​	​	​	​	​	​
(in thousands, except share data)	****	June 30, 2022		****	December 31, 2021
Assets		​			​
Cash and cash equivalents:	​	​	​	​	​	​
Cash and due from banks	​	$	40,834	​	$	33,508
Interest-earning deposits with other banks	​		26,282	​		216,881
Total cash and cash equivalents	​		67,116	​		250,389
​	​	​	​	​	​	​
Securities:	​	​	​	​	​	​
Securities available for sale	​		586,142	​		618,276
Federal Home Loan Bank stock	​		6,572	​		7,384
Total securities	​		592,714	​		625,660
​	​	​	​	​	​	​
Loans held for sale	​	​	3,539	​	​	5,523
​	​	​	​	​	​	​
Total loans	​		2,727,274	​		2,531,910
Less: Allowance for credit losses	​		(23,756)	​		(22,718)
Net loans	​		2,703,518	​		2,509,192
​	​	​	​	​	​	​
Premises and equipment, net	​		48,350	​		49,382
Goodwill	​		119,477	​		119,477
Other intangible assets	​		6,267	​		6,733
Cash surrender value of bank-owned life insurance	​		80,262	​		79,020
Deferred tax assets, net	​		18,405	​		5,547
Other assets	​		76,109	​		58,310
Total assets	​	$	3,715,757	​	$	3,709,233
​	​	​	​	​	​	​
Liabilities	​			​
Deposits:	​			​
Demand	​	$	670,268	​	$	664,420
NOW	​		883,239	​		940,631
Savings	​		663,676	​		628,670
Money market	​		499,456	​		389,291
Time	​		361,906	​		425,532
Total deposits	​		3,078,545	​		3,048,544
​	​	​	​	​	​	​
Borrowings:	​			​
Senior	​		117,347	​		118,400
Subordinated	​		60,206	​		60,124
Total borrowings	​		177,553	​		178,524
​	​	​	​	​	​	​
Other liabilities	​		66,062	​		58,018
Total liabilities	​		3,322,160	​		3,285,086
​	​	​	​	​	​	​

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(continued) 4

Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (continued)

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

All values are in US Dollars.

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

​ 5

Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended					​
​	​	June 30,					​	June 30,					​
(in thousands, except earnings per share data)	****	2022		****	2021		****	2022		****	2021		****
Interest and dividend income	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans	​	$	24,581	​	$	23,191	​	$	47,252	​	$	47,396	​
Securities and other	​		4,207	​		3,992	​		8,033	​		7,971	​
Total interest and dividend income	​		28,788	​		27,183	​		55,285	​		55,367	​
Interest expense	​			​			​			​			​
Deposits	​		1,195	​		2,603	​		2,384	​		5,554	​
Borrowings	​		1,074	​		1,826	​		2,084	​		3,637	​
Total interest expense	​		2,269	​		4,429	​		4,468	​		9,191	​
Net interest income	​		26,519	​		22,754	​		50,817	​		46,176	​
Provision for credit losses	​		534	​		(765)	​		911	​		(1,254)	​
Net interest income after provision for credit losses	​		25,985	​		23,519	​		49,906	​		47,430	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-interest income	​			​			​			​			​
Trust and investment management fee income	​		3,829	​		3,801	​		7,583	​		7,467	​
Customer service fees	​		3,656	​		3,257	​		7,272	​		6,227	​
Gain on sales of securities, net	​		—	​		50	​		9	​		50	​
Mortgage banking income	​	​	488	​	​	1,553	​	​	1,112	​	​	4,123	​
Bank-owned life insurance income	​		504	​		498	​		1,005	​		1,016	​
Customer derivative income	​		137	​		86	​		155	​		496	​
Other income	​		347	​		260	​		1,134	​		374	​
Total non-interest income	​		8,961	​		9,505	​		18,270	​		19,753	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-interest expense	​			​			​			​			​
Salaries and employee benefits	​		11,368	​		11,356	​		23,515	​		23,532	​
Occupancy and equipment	​		4,373	​		3,894	​		8,796	​		8,222	​
Loss (gain) on sales of premises and equipment, net	​		10	​		1	​		(65)	​		9	​
Outside services	​		410	​		533	​		750	​		965	​
Professional services	​		528	​		151	​		701	​		709	​
Communication	​		188	​		198	​		413	​		519	​
Marketing	​		369	​		534	​		632	​		824	​
Amortization of intangible assets	​		233	​		233	​		466	​		474	​
Acquisition, conversion and other expenses	​		—	​		552	​		325	​		1,441	​
Other expenses	​		4,221	​		4,272	​		8,053	​		7,520	​
Total non-interest expense	​		21,700	​		21,724	​		43,586	​		44,215	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income before income taxes	​		13,246	​		11,300	​		24,590	​		22,968	​
Income tax expense	​		2,743	​		2,275	​		4,975	​		4,463	​
Net income	​	$	10,503	​	$	9,025	​	$	19,615	​	$	18,505	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per share:	​			​			​			​			​
Basic	​	$	0.70	​	$	0.60	​	$	1.31	​	$	1.24	​
Diluted	​	$	0.70	​	$	0.60	​	$	1.30	​	$	1.23	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding:	​			​			​			​			​
Basic	​		15,018	​		14,965	​		15,014	​		14,950	​
Diluted	​		15,077	​		15,042	​		15,094	​		15,026	​

The accompanying notes are an integral part of these consolidated financial statements. 6

Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

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​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Three Months Ended					****	Six Months Ended
​	​	June 30,					​	June 30,
(in thousands)	****	2022		****	2021		****	2022		****	2021
Net income	​	$	10,503	​	$	9,025	​	$	19,615	​	$	18,505
Other comprehensive (loss) income, before tax:	​			​			​			​
Changes in unrealized (loss) gain on securities available for sale	​		(23,409)	​		3,557	​		(52,253)	​		(3,628)
Changes in unrealized (loss) gain on hedging derivatives	​		(1,997)	​		120	​		(3,878)	​		2,514
​	​	​	​	​	​	​	​	​	​	​	​	​
Income taxes related to other comprehensive income:	​			​			​			​
Changes in unrealized loss (gain) on securities available for sale	​		5,330	​		(830)	​		11,964	​		842
Changes in unrealized loss (gain) on hedging derivatives	​		460	​		(28)	​		893	​		(586)
Total other comprehensive (loss) income	​		(19,616)	​		2,819	​		(43,274)	​		(858)
Total comprehensive (loss) income	​	$	(9,113)	​	$	11,844	​	$	(23,659)	​	$	17,647

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

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Table of Contents 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 (34,049 shares) to employee stock plans, including related tax effects	​		—	​		(186)	​		—	​		—	​		358	​		172
Recognition of stock based compensation	​		—	​		666	​		—	​		—	​		—	​		666
Balance at March 31, 2021	​	$	32,857	​	$	190,564	​	$	196,561	​	$	3,063	​	$	(17,865)	​	$	405,180
​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​		—	​		—	​		9,025	​		—	​		—	​		9,025
Other comprehensive income	​		—	​		—	​		—	​		2,819	​		—	​		2,819
Cash dividends declared ($0.24 per share)	​		—	​		—	​		(3,592)	​		—	​		—	​		(3,592)
Net issuance (22,241 shares) to employee stock plans, including related tax effects	​		—	​		(94)	​		—	​		—	​		91	​		(3)
Recognition of stock based compensation	​		—	​		331	​		—	​		—	​		—	​		331
Balance at June 30, 2021	​	$	32,857	​	$	190,801	​	$	201,994	​	$	5,882	​	$	(17,774)	​	$	413,760
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance at December 31, 2021	​	$	32,857	​	$	190,876	​	$	215,592	​	$	2,303	​	$	(17,481)	​	$	424,147
Net income	​		—	​		—	​		9,112	​		—	​		—	​		9,112
Other comprehensive loss	​		—	​		—	​		—	​		(23,658)	​		—	​		(23,658)
Cash dividends declared ($0.24 per share)	​		—	​		—	​		(3,603)	​		—	​		—	​		(3,603)
Net issuance (11,277 shares) to employee stock plans, including related tax effects	​		—	​		436	​		—	​		—	​		111	​		547
Recognition of stock based compensation	​		—	​		454	​		—	​		—	​		—	​		454
Balance at March 31, 2022	​	$	32,857	​	$	191,766	​	$	221,101	​	$	(21,355)	​	$	(17,370)	​	$	406,999
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income	​		—	​		—	​		10,503	​		—	​		—	​		10,503
Other comprehensive loss	​		—	​		—	​		—	​		(19,616)	​		—	​		(19,616)
Cash dividends declared ($0.26 per share)	​		—	​		—	​		(3,906)	​		—	​		—	​		(3,906)
Net issuance (13,491 shares) to employee stock plans, including related tax effects	​		—	​		(60)	​		—	​		—	​		37	​		(23)
Recognition of stock based compensation	​		—	​		(360)	​		—	​		—	​		—	​		(360)
Balance at June 30, 2022	​	$	32,857	​	$	191,346	​	$	227,698	​	$	(40,971)	​	$	(17,333)	​	$	393,597
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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

​

​ 8

Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

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​

​	​	​	​	​	​	​
​	​	Six Months Ended June 30,
(in thousands)	****	2022		****	2021
Cash flows from operating activities:				​	​
Net income		$	19,615	​	$	18,505
Adjustments to reconcile net income to net cash provided by operating activities:	​		​	​		​
Originations of loans held for sale	​	​	(30,641)	​	​	(65,963)
Proceeds from loan sales	​	​	32,323	​	​	68,776
Loss (gain) on sale of loans	​	​	268	​	​	(2,939)
Provision for credit losses	​		911	​		(1,254)
Net amortization of securities	​		1,532	​		1,219
Change in unamortized net loan costs and premiums	​		(1,556)	​		(2,200)
Premises and equipment depreciation	​		2,132	​		2,341
Stock-based compensation expense	​		94	​		997
Accretion of purchase accounting entries, net	​		—	​		(45)
Amortization of other intangibles	​		466	​		472
Income from cash surrender value of bank-owned life insurance policies	​		(1,005)	​		(1,016)
Gain on sales of securities, net	​		(9)	​		(50)
Amortization of right-of-use lease assets	​	​	593	​	​	565
Decrease in lease liabilities	​	​	(563)	​	​	(520)
(Gain) loss on premises and equipment, net	​		(65)	​		9
Net change in other assets and liabilities	​		(4,549)	​		(5,975)
Net cash provided by operating activities	​		19,546	​		12,922
​	​	​	​	​	​	​
Cash flows from investing activities:	​			​
Proceeds from sales of securities available for sale	​		11,726	​		4,050
Proceeds from maturities, calls and prepayments of securities available for sale	​		35,844	​		69,900
Purchases of securities available for sale	​		(77,408)	​		(115,928)
Net change in loans	​		(193,953)	​		65,116
Recoveries of previously charged off loans	​	​	272	​	​	214
Purchase of FHLB stock	​		(461)	​		(790)
Proceeds from sale of FHLB stock	​		1,273	​		681
Purchase of premises and equipment, net	​		(1,138)	​		(1,008)
Net investment in community limited partnerships	​	​	(932)	​	​	(917)
Net cash (used in) provided by investing activities	​		(224,777)	​		21,318
​	​	​	​	​	​	​
Cash flows from financing activities:	​			​
Net change in deposits	​		30,001	​		(83,742)
Net change in short-term senior borrowings	​	​	21,000	​	​	14,324
Repayments of long-term senior borrowings	​	​	(21,010)	​	​	(14)
Net change in short-term other borrowings	​		(1,048)	​		(10,390)
Net issuance to employee stock plans	​	​	524	​	​	169
Cash dividends paid on common stock	​		(7,509)	​		(6,876)
Net cash provided by (used in) financing activities	​		21,958	​		(86,529)
​	​	​	​	​	​	​
Net change in cash and cash equivalents	​		(183,273)	​		(52,289)
Cash and cash equivalents at beginning of year	​		250,389	​		226,007
Cash and cash equivalents at end of period	​	$	67,116	​	$	173,718
​	​	​	​	​	​	​
Supplemental cash flow information:	​			​
Interest paid	​	$	2,128	​	$	10,019
Income taxes paid, net	​		4,418	​		5,622

​

​

​ 9

Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

​

​

NOTE 1.          BASIS OF PRESENTATION

​

The consolidated financial statements (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries (“we”, “our” or “us”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Bar Harbor Bankshares is a Maine Financial Institution Holding Company for the purposes of the laws of the state of Maine, and as such is subject to the jurisdiction of the Superintendent of the Maine Bureau of Financial Institutions. These financial statements include our accounts, the accounts of 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 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) 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 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.

​

​

​

​

​

​

​

​ 10

Table of Contents NOTE 2.           SECURITIES AVAILABLE FOR SALE

​

The following is a summary of securities available for sale:

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	Gross		​	​	​
​	​	​	​	​	Unrealized		​	Unrealized		​	​	​
(in thousands)	****	Amortized Cost		****	Gains		****	Losses		****	Fair Value
December 31, 2021	​			​			​			​
Mortgage-backed securities:	​			​			​			​
US Government-sponsored enterprises	​	$	237,283	​	$	2,289	​	$	(3,455)	​	$	236,117
US Government agency	​		79,143	​		1,016	​		(522)	​		79,637
Private label	​		68,691	​		142	​		(138)	​		68,695
Obligations of states and political subdivisions thereof	​		140,585	​		1,489	​		(298)	​		141,776
Corporate bonds	​		89,994	​		2,479	​		(422)	​		92,051
Total securities available for sale	​	$	615,696	​	$	7,415	​	$	(4,835)	​	$	618,276

​

Credit Quality Information

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

​

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

​

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

​

​

​ 11

Table of Contents ​

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

​

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

​

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

​

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

​

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

​ 12

Table of Contents 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 June 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 June 30, 2022:

​

US Government-sponsored enterprises

​

361 out of the total 526 securities in our portfolios of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 8.83% 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

​

109 out of the total 160 securities in our portfolios of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 7.65% 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

​

31 of the total 35 securities in our portfolio of AFS private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 5.63% 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

​

51 of the total 84 securities in our portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 15.19% of the amortized cost of securities in unrealized loss positions. We continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, 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

​

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

​

​ 13

Table of Contents 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:

​

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

​

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

​

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

​

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

​

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

​

Characteristics of each loan portfolio segment are as follows:

​

Commercial construction - Loans in this segment primarily include raw land, land development and construction of commercial and multifamily residential properties.  Collateral values are determined based upon appraisals and evaluations of the 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 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.

​ 14

Table of Contents

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

​

Commercial and industrial loans - Loans consist of revolving and term loan obligations extended to business and corporate enterprises for 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) 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 troubled debt restructurings (TDRs).

​

​

​

​

​

​ 15

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

​

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

​

​

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

​

​ 16

Table of Contents ​

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

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​
​	​	At or for the Six Months Ended June 30, 2021
​	​	Balance at		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Beginning of		​	Impact of ASC		​	​	​	​	​	​	​	​	​	​	Balance at
(in thousands)		Period		​	326			Charge Offs			Recoveries			Provision			End of Period
Commercial construction	​	$	824	​	$	1,196	​	$	—	​	$	18	​	$	334	​	$	2,372
Commercial real estate owner occupied	​		1,783	​		708	​		(261)	​		2	​		320	​		2,552
Commercial real estate non-owner occupied	​		7,864	​		(2,008)	​		—	​		4	​		(256)	​		5,604
Tax exempt	​		58	​		40	​		—	​		—	​		(7)	​		91
Commercial and industrial	​		3,137	​		2,996	​		(20)	​	​	14	​		(902)	​		5,225
Residential real estate	​		5,010	​		1,732	​		(61)	​		122	​		(734)	​		6,069
Home equity	​		285	​		603	​		(54)	​		47	​		(59)	​		822
Consumer other	​		121	​		(39)	​		(59)	​		7	​		50	​		80
Total	​	$	19,082	​	$	5,228	​	$	(455)	​	$	214	​	$	(1,254)	​	$	22,815

​

​ 17

Table of Contents ​

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 June 30, 2022		****	Six Months Ended June 30, 2022
Beginning Balance	​	$	2,182	​	$	2,152
Provision for credit losses	​		341	​		371
Ending Balance	​	$	2,523	​	$	2,523

​

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

​

Loan Origination/Risk Management: 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

18

Table of Contents 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.

​ 19

Table of Contents The following tables present our loans by year of origination, loan segmentation and risk indicator as of June 30, 2022 and December 31, 2021:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​
(in thousands)	​	2022		​	2021		​	2020		​	2019		​	2018		​	Prior		​	Total
Commercial construction		​			​			​			​			​			​			​
Risk rating:		​			​			​			​			​			​			​
Pass	​	$	16,952	​	$	25,707	​	$	31,927	​	$	1,011	​	$	10,566	​	$	—	​	$	86,163
Special mention	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Total	​	$	16,952	​	$	25,707	​	$	31,927	​	$	1,011	​	$	10,566	​	$	—	​	$	86,163
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial real estate owner occupied	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	16,947	​	$	12,956	​	$	24,170	​	$	32,907	​	$	38,530	​	$	115,912	​	$	241,422
Special mention	​		—	​		—	​		246	​		—	​		978	​		1,819	​		3,043
Substandard	​		—	​		—	​		—	​		—	​		853	​		5,253	​		6,106
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	167	​	​	152	​	​	319
Total	​	$	16,947	​	$	12,956	​	$	24,416	​	$	32,907	​	$	40,528	​	$	123,136	​	$	250,890
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial real estate non-owner occupied	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	186,590	​	$	247,260	​	$	152,249	​	$	90,146	​	$	37,524	​	$	271,359	​	$	985,128
Special mention	​		—	​		—	​		—	​		151	​		978	​		14,830	​		15,959
Substandard	​		—	​		—	​		—	​		—	​		—	​		2,323	​		2,323
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	163	​	​	163
Total	​	$	186,590	​	$	247,260	​	$	152,249	​	$	90,297	​	$	38,502	​	$	288,675	​	$	1,003,573
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tax exempt	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	6,899	​	$	1,155	​	$	290	​	$	925	​	$	13,543	​	$	21,627	​	$	44,439
Special mention	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Total	​	$	6,899	​	$	1,155	​	$	290	​	$	925	​	$	13,543	​	$	21,627	​	$	44,439
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial and industrial	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	39,970	​	$	69,858	​	$	53,091	​	$	31,842	​	$	9,726	​	$	94,725	​	$	299,212
Special mention	​		—	​		—	​		60	​		268	​		442	​		312	​		1,082
Substandard	​		—	​		58	​		2	​		304	​		—	​		620	​		984
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	103	​	​	103
Total	​	$	39,970	​	$	69,916	​	$	53,153	​	$	32,414	​	$	10,168	​	$	95,760	​	$	301,381
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(continued)

​

​ 20

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(in thousands)	​	2022		​	2021		​	2020		​	2019		​	2018		​	Prior		​	Total
Residential real estate		​			​			​			​			​			​			​
Performing	​	$	127,436	​	$	183,662	​	$	114,026	​	$	74,866	​	$	54,141	​	$	380,464	​	$	934,595
Nonperforming	​		—	​		—	​		—	​		—	​		647	​		4,488	​		5,135
Total	​	$	127,436	​	$	183,662	​	$	114,026	​	$	74,866	​	$	54,788	​	$	384,952	​	$	939,730
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Home equity	​			​			​			​			​			​			​
Performing	​	$	7,850	​	$	11,632	​	$	10,339	​	$	7,898	​	$	7,907	​	$	46,163	​	$	91,789
Nonperforming	​		—	​		—	​		—	​		—	​		—	​		1,160	​		1,160
Total	​	$	7,850	​	$	11,632	​	$	10,339	​	$	7,898	​	$	7,907	​	$	47,323	​	$	92,949
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Consumer other	​			​			​			​			​			​			​
Performing	​	$	3,156	​	$	1,879	​	$	1,197	​	$	472	​	$	409	​	$	1,028	​	$	8,141
Nonperforming	​		—	​		—	​		—	​		—	​		6	​		2	​		8
Total	​	$	3,156	​	$	1,879	​	$	1,197	​	$	472	​	$	415	​	$	1,030	​	$	8,149
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Loans	​	$	405,800	​	$	554,167	​	$	387,597	​	$	240,790	​	$	176,417	​	$	962,503	​	$	2,727,274

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​
(in thousands)	​	2021		​	2020		​	2019		​	2018		​	2017		​	Prior		​	Total
Commercial construction		​			​			​			​			​			​			​
Risk rating:		​			​			​			​			​			​			​
Pass	​	$	22,866	​	$	4,787	​	$	19,211	​	$	9,399	​	$	—	​	$	—	​	$	56,263
Special mention	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Total	​	$	22,866	​	$	4,787	​	$	19,211	​	$	9,399	​	$	—	​	$	—	​	$	56,263
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial real estate owner occupied	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	12,940	​	$	25,240	​	$	34,782	​	$	49,136	​	$	19,292	​	$	103,144	​	$	244,534
Special mention	​		—	​		—	​		760	​		—	​		—	​		2,659	​		3,419
Substandard	​		—	​		—	​		1	​		853	​		247	​		7,737	​		8,838
Doubtful	​	​	—	​	​	—	​	​	—	​	​	167	​	​	—	​	​	164	​	​	331
Total	​	$	12,940	​	$	25,240	​	$	35,543	​	$	50,156	​	$	19,539	​	$	113,704	​	$	257,122
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial real estate non-owner occupied	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	235,646	​	$	172,785	​	$	119,326	​	$	39,663	​	$	136,120	​	$	165,329	​	$	868,869
Special mention	​		—	​		—	​		174	​		—	​		—	​		14,789	​		14,963
Substandard	​		—	​		—	​		—	​		—	​		—	​		3,097	​		3,097
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	163	​	​	163
Total	​	$	235,646	​	$	172,785	​	$	119,500	​	$	39,663	​	$	136,120	​	$	183,378	​	$	887,092
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tax exempt	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	1,249	​	$	299	​	$	968	​	$	14,408	​	$	5,329	​	$	19,027	​	$	41,280
Special mention	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Substandard	​		—	​		—	​		—	​		—	​		—	​		—	​		—
Total	​	$	1,249	​	$	299	​	$	968	​	$	14,408	​	$	5,329	​	$	19,027	​	$	41,280
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial and industrial	​			​			​			​			​			​			​
Risk rating:	​			​			​			​			​			​			​
Pass	​	$	77,608	​	$	80,569	​	$	33,405	​	$	16,457	​	$	33,413	​	$	61,594	​	$	303,046
Special mention	​		—	​		—	​		584	​		468	​		172	​		1,396	​		2,620
Substandard	​		58	​		3	​		512	​		—	​		48	​		578	​		1,199
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	92	​	​	155	​	​	247
Total	​	$	77,666	​	$	80,572	​	$	34,501	​	$	16,925	​	$	33,725	​	$	63,723	​	$	307,112
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(continued)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​	****	​	​

21

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(in thousands)	​	2021		​	2020		​	2019		​	2018		​	2017		​	Prior		​	Total
Residential real estate		​			​			​			​			​			​			​
Performing	​	$	191,466	​	$	120,495	​	$	83,044	​	$	62,299	​	$	59,642	​	$	364,482	​	$	881,428
Nonperforming	​		—	​		—	​		—	​		286	​		178	​		6,371	​		6,835
Total	​	$	191,466	​	$	120,495	​	$	83,044	​	$	62,585	​	$	59,820	​	$	370,853	​	$	888,263
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Home equity	​			​			​			​			​			​			​
Performing	​	$	12,770	​	$	10,461	​	$	9,005	​	$	7,855	​	$	6,474	​	$	38,823	​	$	85,388
Nonperforming	​		—	​		—	​		—	​		—	​		—	​		1,269	​		1,269
Total	​	$	12,770	​	$	10,461	​	$	9,005	​	$	7,855	​	$	6,474	​	$	40,092	​	$	86,657
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Consumer other	​			​			​			​			​			​			​
Performing	​	$	2,525	​	$	1,659	​	$	792	​	$	669	​	$	92	​	$	2,379	​	$	8,116
Nonperforming	​		—	​		—	​		—	​		—	​		—	​		5	​		5
Total	​	$	2,525	​	$	1,659	​	$	792	​	$	669	​	$	92	​	$	2,384	​	$	8,121
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total Loans	​	$	557,128	​	$	416,298	​	$	302,564	​	$	201,660	​	$	261,099	​	$	793,161	​	$	2,531,910

​

Past Dues

​

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

​

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

​

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

​ 22

Table of Contents Non-Accrual Loans

​

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

​

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

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2021
​	​	​	​	​	Nonaccrual With No		​	90+ Days Past
(in thousands)		Nonaccrual			Related Allowance			Due and Accruing
Commercial construction	​	$	—	​	$	—	​	$	—
Commercial real estate owner occupied	​		783	​		424	​		—
Commercial real estate non-owner occupied	​		622	​		459	​		—
Tax exempt	​		—	​		—	​		—
Commercial and industrial	​		677	​		542	​		30
Residential real estate	​		6,835	​		2,537	​		41
Home equity	​		1,269	​		305	​		63
Consumer other	​		5	​		—	​		—
Total	​	$	10,191	​	$	4,267	​	$	134

​

​

​ 23

Table of Contents Collateral Dependent Loans

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

​

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

​

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

​

Troubled Debt Restructuring Loans

The loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring (TDR), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. Certain TDRs are classified as non-performing at the time of restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. TDRs are evaluated individually for impairment and may result in a specific allowance amount allocated to an individual loan. There were no modifications qualifying as TDR’s for the three and six months ended June 30, 2022 and 2021.

​

Foreclosure

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

​

Mortgage Banking

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

​

For the three months ended June 30, 2022 and 2021, we sold $11.1 million and $56.1 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $150 thousand and $1.0 million, respectively. For the six months ended June 30, 2022 and 2021, we sold $31.9 million and $125.4 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $333 thousand and $2.9 million, respectively.

​

We sell residential loans on the secondary market while primarily retaining the servicing of these loans.  Servicing sold loans helps to maintain customer relationships and earn fees over the servicing period. Loans serviced for others are 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 valuations of our servicing assets portfolio quarterly, and the assumptions are reflected in Fair Value disclosures. 24

Table of Contents ​

NOTE 4.               BORROWED FUNDS

​

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

​

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

​

Short-term debt includes Federal Home Loan Bank of Boston (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 no outstanding balance on the FHLB line of credit for the periods ended June 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 June 30, 2022, our available secured line of credit at the FRB was $82.7 million. We have pledged certain loans and securities to the FRB to support this arrangement. There were no borrowings with the FRB for the periods ended June 30, 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 June 30, 2022 and December 31, 2021. There was no outstanding balance on the line of credit as of June 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 June 30, 2022 include no callable advances and amortizing advances of $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 June 30, 2022 is, as follows:

​

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

​

We have a Subordinated Note Purchase Agreement with an aggregate of $40.0 million of subordinated notes (the "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 25

Table of Contents Overnight 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 $415 thousand as of June 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)	​	June 30, 2022		​	December 31, 2021
Customer Repurchase Agreements		​		​
US Government-sponsored enterprises	​	$	18,754	​	$	19,802
Total	​	$	18,754	​	$	19,802

​

​

​ 26

Table of Contents NOTE 5. DEPOSITS

​

A summary of time deposits is, as follows:

​

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

​

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

​

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

​

Included in time deposits are brokered deposits of $15.7 million and $16.1 million at June 30, 2022 and December 31, 2021, respectively. Also included in time deposits are reciprocal deposits of $12.1 million and $17.3 million at June 30, 2022 and December 31, 2021, respectively.

​

​

​ 27

Table of Contents NOTE 6.           CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

​

The actual and required capital ratios are, as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2022										​
​	​	​	​	​	​	​	​	Regulatory Minimum to				​
​	​	Actual					​	be "Well-Capitalized"				​
(in thousands, except ratios)	****	Amount		****	Ratio		​	Amount		****	Ratio	​
Company (consolidated)	​	​	​	​	​	​	​	​	​	​		​
Total capital to risk-weighted assets	​	$	395,301	​	13.76	%	​	$	287,216	​	10.00	%
Common equity tier 1 capital to risk-weighted assets	​		308,825	​	10.75	​	​		186,691	​	6.50	​
Tier 1 capital to risk-weighted assets	​		329,445	​	11.47	​	​		299,773	​	8.00	​
Tier 1 capital to average assets	​		329,445	​	9.16	​	​		179,785	​	5.00	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Bank	​	​	​	​	​	​	​	​	​	​	​	​
Total capital to risk-weighted assets	​	$	389,279	​	13.57	%	​	$	286,882	​	10.00	%
Common equity tier 1 capital to risk-weighted assets	​		363,423	​	12.67	​	​		186,474	​	6.50	​
Tier 1 capital to risk-weighted assets	​		363,423	​	12.67	​	​		229,506	​	8.00	​
Tier 1 capital to average assets	​		363,423	​	10.12	​	​		179,637	​	5.00	​

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2021										​
​	​	​	​	​	​	​	​	Regulatory Minimum to				​
​	​	Actual					​	be "Well-Capitalized"				​
(in thousands, except ratios)	****	Amount		****	Ratio		​	Amount		****	Ratio	​
Company (consolidated)	​	​	​	​	​	​	​	​	​	​		​
Total capital to risk-weighted assets	​	$	380,690	​	14.31	%	​	$	265,997	​	10.00	%
Common equity tier 1 capital to risk-weighted assets	​		295,635	​	11.11	​	​		172,898	​	6.50	​
Tier 1 capital to risk-weighted assets	​		316,255	​	11.89	​	​		212,798	​	8.00	​
Tier 1 capital to average assets	​		316,255	​	8.66	​	​		182,536	​	5.00	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Bank	​	​	​	​	​	​	​	​	​	​	​	​
Total capital to risk-weighted assets	​	$	375,435	​	14.13	%	​	$	265,733	​	10.00	%
Common equity tier 1 capital to risk-weighted assets	​		351,000	​	13.21	​	​		172,726	​	6.50	​
Tier 1 capital to risk-weighted assets	​		351,000	​	13.21	​	​		212,586	​	8.00	​
Tier 1 capital to average assets	​		351,000	​	9.62	​	​		182,396	​	5.00	​

​

At each date shown, the Company and the Bank met the conditions to be classified as “well-capitalized” 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%.

​ 28

Table of Contents

Accumulated other comprehensive (loss) income

​

Components of accumulated other comprehensive income is, as follows:

​

​	​	​	​	​	​	​
(in thousands)	****	June 30, 2022		****	December 31, 2021
Accumulated other comprehensive income, before tax:		​			​
Net unrealized (loss) gain on AFS securities	​	$	(49,673)	​	$	2,580
Net unrealized (loss) gain on hedging derivatives	​		(2,748)	​		1,130
Net unrealized loss on post-retirement plans	​		(718)	​		(718)
​	​	​	​	​	​	​
Income taxes related to items of accumulated other comprehensive income:	​			​
Net unrealized loss (gain) on AFS securities	​		11,369	​		(595)
Net unrealized loss (gain) on hedging derivatives	​		633	​		(260)
Net unrealized loss on post-retirement plans	​		166	​		166
Accumulated other comprehensive (loss) income	​	$	(40,971)	​	$	2,303

​

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

​

​	​	​	​	​	​	​	​	​	​
​	****	2022
(in thousands)	****	Before Tax		****	Tax Effect		****	Net of Tax
Three Months Ended June 30, 2022		​			​			​
Net unrealized loss on AFS securities:		​			​			​
Net unrealized loss arising during the period	​	$	(23,409)	​	$	5,330	​	$	(18,079)
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized loss on AFS securities	​		(23,409)	​		5,330	​		(18,079)
​	​	​	​	​	​	​	​	​	​
Net unrealized loss on hedging derivatives:	​			​			​		​
Net unrealized loss arising during the period	​		(1,997)	​		460	​		(1,537)
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized loss on cash flow hedging derivatives	​		(1,997)	​		460	​		(1,537)
​	​	​	​	​	​	​	​	​	​
Net unrealized loss on post-retirement plans:	​			​			​		​
Net unrealized loss arising during the period	​		—	​		—	​		—
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized loss on post-retirement plans	​		—	​		—	​		—
Other comprehensive loss	​	$	(25,406)	​	$	5,790	​	$	(19,616)
​	​	​	​	​	​	​	​	​	​
Three Months Ended June 30, 2021	​			​			​
Net unrealized gain on AFS securities:	​			​			​
Net unrealized gain arising during the period	​	$	3,607	​	$	(842)	​	$	2,765
Less: reclassification adjustment for gains (losses) realized in net income	​		50	​		(12)	​		38
Net unrealized gain on AFS securities	​		3,557	​		(830)	​		2,727
​	​	​	​	​	​	​	​	​	​
Net unrealized gain on derivative hedgess:	​			​			​		​
Net unrealized gain arising during the period	​		120	​		(28)	​		92
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized gain on cash flow derivative hedges	​		120	​		(28)	​		92
​	​	​	​	​	​	​	​	​	​
Net unrealized loss on post-retirement plans:	​			​			​		​
Net unrealized loss arising during the period	​		—	​		—	​		—
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized loss on post-retirement plans	​		—	​		—	​		—
Other comprehensive income	​	$	3,677	​	$	(858)	​	$	2,819

29

Table of Contents ​

​	​	​	​	​	​	​	​	​	​
(in thousands)	****	Before Tax		****	Tax Effect		****	Net of Tax
Six Months Ended June 30, 2022		​			​			​
Net unrealized loss on AFS securities:		​			​			​
Net unrealized loss arising during the period	​	$	(52,244)	​	$	11,962	​	$	(40,282)
Less: reclassification adjustment for gains (losses) realized in net income	​		9	​		(2)	​		7
Net unrealized loss on AFS securities	​		(52,253)	​		11,964	​		(40,289)
​	​	​	​	​	​	​	​	​	​
Net unrealized loss on hedging derivatives:	​		​	​			​
Net unrealized loss arising during the period	​		(3,878)	​		893	​		(2,985)
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized gain on hedging derivatives	​		(3,878)	​		893	​		(2,985)
​	​	​	​	​	​	​	​	​	​
Net unrealized loss on post-retirement plans:	​			​			​
Net unrealized loss arising during the period	​		—	​		—	​		—
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized loss on post-retirement plans	​		—	​		—	​		—
Other comprehensive loss	​	$	(56,131)	​	$	12,857	​	$	(43,274)
​	​	​	​	​	​	​	​	​	​
Six Months Ended June 30, 2021	​			​			​
Net unrealized loss on AFS securities:	​			​			​
Net unrealized loss arising during the period	​	$	(3,578)	​	$	830	​	$	(2,748)
Less: reclassification adjustment for gains realized in net income	​		50	​		(12)	​		38
Net unrealized loss on AFS securities	​		(3,628)	​		842	​		(2,786)
​	​	​	​	​	​	​	​	​	​
Net unrealized gain on hedging derivatives:	​			​			​
Net unrealized gain arising during the period	​		2,516	​		(588)	​		1,928
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized gain on cash flow hedging derivatives	​		2,516	​		(588)	​		1,928
​	​	​	​	​	​	​	​	​	​
Net unrealized loss on post-retirement plans:	​			​			​
Net unrealized loss arising during the period	​		—	​		—	​		—
Less: reclassification adjustment for gains (losses) realized in net income	​		—	​		—	​		—
Net unrealized loss on post-retirement plans	​		—	​		—	​		—
Other comprehensive income	​	$	(1,112)	​	$	254	​	$	(858)

30

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	2022
​	****	Net unrealized		****	Net gain (loss) on		****	Net unrealized		****	​	​
​	​	gain (loss)		​	effective cash		​	loss		​	​	​
​	​	on AFS		​	flow hedging		​	on pension		​	​	​
(in thousands)	​	Securities		​	derivatives		​	plans		​	Total
Three Months Ended June 30, 2022	​		​	​		​	​		​	​		​
Balance at beginning of period	​	$	(20,225)	​	$	(578)	​	$	(552)	​	$	(21,355)
Other comprehensive loss before reclassifications	​		(18,079)	​		(1,537)	​		—	​		(19,616)
Less: amounts reclassified from accumulated other comprehensive income	​		—	​		—	​		—	​		—
Total other comprehensive income	​		(18,079)	​		(1,537)	​		—	​		(19,616)
Balance at end of period	​	$	(38,304)	​	$	(2,115)	​	$	(552)	​	$	(40,971)
​	​	​	​	​	​	​	​	​	​	​	​	​
Three Months Ended June 30, 2021	​			​			​			​		​
Balance at beginning of period	​	$	4,510	​	$	(30)	​	$	(1,418)	​	$	3,062
Other comprehensive gain before reclassifications	​		2,765	​		92	​		—	​		2,857
Less: amounts reclassified from accumulated other comprehensive income	​		38	​		—	​		—	​		38
Total other comprehensive income	​		2,727	​		92	​		—	​		2,819
Balance at end of period	​	$	7,237	​	$	62	​	$	(1,418)	​	$	5,881
​	​	​	​	​	​	​	​	​	​	​	​	​
Six Months Ended June 30, 2022	​			​			​			​		​
Balance at beginning of period	​	$	1,985	​	$	870	​	$	(552)	​	$	2,303
Other comprehensive loss before reclassifications	​		(40,282)	​		(2,985)	​		—	​		(43,267)
Less: amounts reclassified from accumulated other comprehensive income	​		7	​		—	​		—	​		7
Total other comprehensive loss	​		(40,289)	​		(2,985)	​		—	​		(43,274)
Balance at end of period	​	$	(38,304)	​	$	(2,115)	​	$	(552)	​	$	(40,971)
​	​	​	​	​	​	​	​	​	​	​	​	​
Six Months Ended June 30, 2021	​	​	​	​	​	​	​	​	​	​	​	​
Balance at beginning of period	​	$	10,023	​	$	(1,866)	​	$	(1,418)	​	$	6,739
Other comprehensive (loss) gain before reclassifications	​		(2,748)	​		1,928	​		—	​		(820)
Less: amounts reclassified from accumulated other comprehensive income	​		38	​		—	​		—	​		38
Total other comprehensive loss	​		(2,786)	​		1,928	​		—	​		(858)
Balance at end of period	​	$	7,237	​	$	62	​	$	(1,418)	​	$	5,881

​

​ 31

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30,					​	Six Months Ended June 30,					Affected Line Item where
(in thousands)	****	2022		****	2021		****	2022		****	2021		Net Income is Presented
Net realized gains on AFS securities:	​		​	​		​	​		​	​		​
Before tax^(1)^	​	$	—	​	$	50	​	$	9	​	$	50	Non-interest income
Tax effect	​		—	​		(12)	​		(2)	​		(12)	Tax expense
Total reclassifications for the period	​	$	—	​	$	38	​	$	7	​	$	38	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30,					​	Six Months Ended June 30,					Affected Line Item where
(in thousands)	****	2022		****	2021		****	2022		****	2021		Net Income is Presented
Net realized loss on hedging derivatives:	​		​	​		​	​		​	​		​
Before tax	​	$	—	​	$	—	​	$	4,852	​	$	1,486	Non-interest income
Tax effect	​		—	​		—	​		(917)	​		(355)	Tax expense
Total reclassifications for the period	​	$	—	​	$	—	​	$	3,935	​	$	1,131	​
(1)	There were no net realized gains or losses for the three months ended June 30, 2021. Net realized gains before tax include $9 thousand realized gains for the six months ended June 30, 2022 and no gross realized losses.
---	---

​ 32

Table of Contents NOTE 7.           EARNINGS PER SHARE

​

The following table presents the calculation of earnings per share:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Six Months Ended
​	​	June 30,					​	June 30,
(in thousands, except per share and share data)	****	2022		****	2021		****	2022		****	2021
Net income	​	$	10,503	​	$	9,025	​	$	19,615	​	$	18,505
​	​	​	​	​	​	​	​	​	​	​	​	​
Average number of basic common shares outstanding	​		15,017,943	​		14,965,398	​		15,014,408	​		14,949,564
Plus: dilutive effect of stock options and awards outstanding	​		59,484	​		76,427	​		79,219	​		76,130
Average number of diluted common shares outstanding^(1)^	​		15,077,427	​		15,041,825	​		15,093,627	​		15,025,694
​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per share:	​			​			​			​
Basic	​	$	0.70	​	$	0.60	​	$	1.31	​	$	1.24
Diluted	​	$	0.70	​	$	0.60	​	$	1.30	​	$	1.23
(1)	Average diluted shares outstanding are computed using the treasury stock method.
---	---

​

​ 33

Table of Contents 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, 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) with financial institution counterparties or Risk Participation Agreements (RPA) with commercial bank counterparties, for which we assumes a pro rata share of the credit exposure associated with a borrower's performance related to the derivative contract with the counterparty.

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2022
​	​	​		​	Weighted		​	​		****	​
​	​	Notional		​	Average		​	Fair Value		​	Location Fair
​	​	Amount		​	Maturity		​	Asset (Liability)		****	Value Asset
​	****	(in thousands)		****	(in years)		****	(in thousands)		****	(Liability)
Cash flow hedges:	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on wholesale fundings	​	$	75,000		​	2.8	​	$	3,513	​	Other assets
Interest rate swap on variable rate loans	​	​	50,000	​	​	4.0	​	​	(3,754)	​	Other liabilities
Total cash flow hedges	​		125,000		​	​	​	​	(241)	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Fair value hedges:	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on securities	​		37,190		​	7.3	​		3,154	​	Other assets
Total fair value hedges	​		37,190		​	​	​	​	3,154	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Economic hedges:	​	​	​	​	​	​	​	​	​	​	​
Forward sale commitments	​		7,000		​	—	​		(11)	​	Other liabilities
Customer Loan Swaps-MNA Counterparty	​	​	191,757	​	​	6.6	​	​	(14,000)	​	Other liabilities
Customer Loan Swaps-RPA Counterparty	​	​	107,103	​	​	7.1	​	​	(364)	​	Other liabilities
Customer Loan Swaps-Customer	​	​	298,860	​	​	6.8	​	​	14,364	​	Other assets
Total economic hedges	​		604,720		​	​	​	​	(11)	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Non-hedging derivatives:	​	​	​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​		3,324		​	0.3	​		50	​	Other assets
Total non-hedging derivatives	​		3,324		​	​	​	​	50	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	770,234	​	​	​	​	$	2,952	​	​

​

​ 34

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2021
​	​	​		​	Weighted		​	​		****	​
​	​	Notional		​	Average		​	Fair Value		​	Location Fair
​	​	Amount		​	Maturity		​	Asset (Liability)		****	Value Asset
​	****	(in thousands)		****	(in years)		****	(in thousands)		****	(Liability)
Cash flow hedges:		​			​			​		​	​
Interest rate swap on wholesale fundings	​	$	75,000		​	3.0	​	$	(121)	​	Other liabilities
Interest rate swap on variable rate loans	​	​	50,000	​	​	4.2	​	​	(756)	​	Other liabilities
Total cash flow hedges	​		125,000		​	​	​	​	(877)	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Fair value hedges:	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on securities	​		37,190		​	7.6	​		(530)	​	Other liabilities
Total fair value hedges	​		37,190		​	​	​	​	(530)	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Economic hedges:	​	​	​	​	​	​	​	​	​	​	​
Forward sale commitments	​	​	16,600		​	0.1	​		15	​	Other assets
Customer Loan Swaps-MNA Counterparty	​	​	260,102	​	​	6.2	​	​	(9,429)	​	Other liabilities
Customer Loan Swaps-RPA Counterparty	​	​	115,285	​	​	6.7	​	​	(4,421)	​	Other liabilities
Customer Loan Swaps-Customer	​	​	375,387	​	​	6.4	​	​	13,850	​	Other assets
Total economic hedges	​		767,374		​	​	​	​	15	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Non-hedging derivatives:	​		​	​	​	​	​	​	​	​	​
Interest rate lock commitments	​		14,059		​	0.1	​		283	​	Other assets
Total non-hedging derivatives	​		14,059		​	​	​	​	283	​	​
​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	943,623	​	​	​	​	$	(1,109)	​	​

​

​

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

​

​	​	​	​	​	​	​	​	​
​	****	​	****	​	​	****	Cumulative Amount of Fair
​	​	Location of Hedged Item on	​	Carrying Amount of Hedged		​	Value Hedging Adjustment in
​	****	Balance Sheet	****	Assets		****	Carrying Amount
June 30, 2022				​			​
Interest rate swap on securities		Securities Available for Sale	​	$	31,530	​	$	(5,660)
​	​	​	​	​	​	​	​	​
December 31, 2021			​			​
Interest rate swap on securities		Securities Available for Sale	​	$	39,726	​	$	2,536

​

​ 35

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2022
​		Amount of			​		Amount of			​		​
​	​	Gain (Loss)		​	​	​	Gain (Loss)		​	​	​	​
​	​	Recognized in		​	​	​	Reclassified		​	Location of	​	Amount of
​	​	Other		​	Location of Gain (Loss)	​	from Other		​	Gain (Loss)	​	Gain (Loss)
​	​	Comprehensive		​	Reclassified from Other	​	Comprehensive		​	Recognized in	​	Recognized
(in thousands)		Income			Comprehensive Income		Income			Income		in Income
Cash flow hedges:		​					​					​
Interest rate swap on wholesale funding	​	$	605	​	Interest expense	​	$	—		Interest expense	​	$	(28)
Interest rate swap on variable rate loans	​	​	(510)	​	Interest income	​	​	—	​	Interest income	​	​	(17)
Total cash flow hedges	​		95		​	​		—			​		(45)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fair value hedges:	​					​					​
Interest rate swap on securities	​		(1,632)		Interest income	​		—		Interest income	​		(68)
Total fair value hedges	​		(1,632)		​	​		—			​		(68)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Economic hedges:	​					​					​
Forward commitments	​		—		Other income	​		—		Mortgage banking income	​		(213)
Total economic hedges	​		—		​	​		—			​		(213)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-hedging derivatives:	​					​					​
Interest rate lock commitments	​		—		Other expense	​		—		Mortgage banking income	​		55
Total non-hedging derivatives	​		—		​	​		—			​		55
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	(1,537)	​	​	​	$	—			​	$	(271)

​

​ 36

Table of Contents ​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2022
​		Amount of			​		Amount of			​		​
​	​	Gain (Loss)		​	​	​	Gain (Loss)		​	​	​	​
​	​	Recognized in		​	​	​	Reclassified		​	Location of	​	Amount of
​	​	Other		​	Location of Gain (Loss)	​	from Other		​	Gain (Loss)	​	Gain (Loss)
​	​	Comprehensive		​	Reclassified from Other	​	Comprehensive		​	Recognized in	​	Recognized
(in thousands)		Income			Comprehensive Income		Income			Income		in Income
Cash flow hedges:		​					​					​
Interest rate swap on wholesale funding	​	$	2,796	​	Interest expense	​	$	—		Interest expense	​	$	(141)
Interest rate swap on variable rate loans	​	​	(2,308)	​	Interest income	​	​	—	​	Interest income	​	​	(1)
Total cash flow hedges	​		488		​	​		—			​		(142)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fair value hedges:	​					​					​
Interest rate swap on securities	​		(3,473)		Interest income	​		—		Interest income	​		(203)
Total fair value hedges	​		(3,473)		​	​		—			​		(203)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Economic hedges:	​					​					​
Forward commitments	​		—		Other income	​		—		Mortgage banking income	​		(26)
Total economic hedges	​		—		​	​		—			​		(26)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-hedging derivatives:	​					​					​
Interest rate lock commitments	​		—		Other income	​		—		Mortgage banking income	​		(233)
Total non-hedging derivatives	​		—		​	​		—			​		(233)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	(2,985)	​	​	​	$	—			​	$	(604)

​

​ 37

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2021
​		Amount of			​		Amount of			​		​
​	​	Gain (Loss)		​	​	​	Gain (Loss)		​	​	​	​
​	​	Recognized in		​	​	​	Reclassified		​	Location of	​	Amount of
​	​	Other		​	Location of Gain (Loss)	​	from Other		​	Gain (Loss)	​	Gain (Loss)
​	​	Comprehensive		​	Reclassified from Other	​	Comprehensive		​	Recognized in	​	Recognized
(in thousands)	​	Income		​	Comprehensive Income	​	Income		​	Income	​	in Income
Cash flow hedges:		​				​						​
Interest rate swap on wholesale funding	​	$	(6)		Interest expense	​	$	—		Interest expense	​	$	(196)
Interest rate swap on variable rate loans	​	​	221	​	Interest income	​	​	​	​	Interest income	​	​	89
Total cash flow hedges	​	​	215	​	​	​		—		​	​		(107)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fair value hedges:	​	​				​					​
Interest rate swap on securities	​		(122)		Interest income	​		—		Interest income	​		(140)
Total economic hedges	​	​	(122)	​	​	​		—			​		(140)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Economic hedges:	​	​				​					​
Forward commitments	​		—		Other income	​		—		Mortgage banking income	​		40
Total economic hedges	​	​	—	​	​	​		—			​		40
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-hedging derivatives:	​					​					​
Interest rate lock commitments	​		—		Other income	​		—		Mortgage banking income	​		(20)
Total non-hedging derivatives	​	​	—	​	​	​		—			​		(20)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	93			​	$	—			​	$	(227)

​ 38

Table of Contents ​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2021
​		Amount of			​		Amount of			​		​
​	​	Gain (Loss)		​	​	​	Gain (Loss)		​	​	​	​
​	​	Recognized in		​	​	​	Reclassified		​	Location of	​	Amount of
​	​	Other		​	Location of Gain (Loss)	​	from Other		​	Gain (Loss)	​	Gain (Loss)
​	​	Comprehensive		​	Reclassified from Other	​	Comprehensive		​	Recognized in	​	Recognized
(in thousands)	​	Income^(1)^		​	Comprehensive Income	​	Income		​	Income	​	in Income
Cash flow hedges:		​				​						​
Interest rate swap on wholesale funding	​	$	981		Interest expense	​	$	—		Interest expense	​	$	(384)
Interest rate swap on variable rate loans	​	​	8	​	Interest income	​	​	​	​	Interest income	​	​	97
Total cash flow hedges	​	​	989	​	​	​		—		​	​		(287)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fair value hedges:	​	​				​					​
Interest rate swap on securities	​		941		Interest income	​		—		Interest income	​		(276)
Total economic hedges	​	​	941	​	​	​		—			​		(276)
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Economic hedges:	​	​				​					​
Forward commitments	​		—		Other income	​		—		Mortgage banking income	​		50
Total economic hedges	​	​	—	​	​	​		—			​		50
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Non-hedging derivatives:	​					​					​
Interest rate lock commitments	​		—		Other income	​		—		Mortgage banking income	​		4
Total non-hedging derivatives	​	​	—	​	​	​		—			​		4
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total	​	$	1,930			​	$	—			​	$	(509)

​

​ 39

Table of Contents The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the three and six months ended June 30, 2022 and 2021:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2022
​	​	Interest and Dividend Income					​	Interest Expense					​	​	​
(in thousands)	****	Loans		​	Securities and other		****	Deposits		​	Borrowings		****	Non-interest Income
Income and expense line items presented in the consolidated statements of income		$	24,581	​	$	4,207	​	$	1,195	​	$	1,074	​	$	8,961
​		​		​	​	​		​		​	​	​		​
The effects of cash flow and fair value hedging:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​			​	​	​	​			​	​	​	​
Gain (loss) on cash flow hedges:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on wholesale funding	​	​	—	​	​	—	​	​	—	​	​	(28)	​	​	—
Interest rate swap on variable rate loans	​		(17)	​	​	—	​		—	​	​	—	​		—
​	​			​	​	​	​			​	​	​	​
Gain (loss) on fair value hedges:	​		​	​	​	​	​			​	​	​	​
Interest rate swap on securities	​	​	—	​	​	(68)	​	​	—	​	​	—	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2021
​	​	Interest and Dividend Income					​	Interest Expense					​	​	​
(in thousands)	****	Loans		​	Securities and other		****	Deposits		​	Borrowings		****	Non-interest Income
Income and expense line items presented in the consolidated statements of income		$	23,191	​	$	3,992	​	$	2,603	​	$	1,826	​	$	9,505
​		​		​	​	​		​		​	​	​		​
The effects of cash flow and fair value hedging:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​			​	​	​	​			​	​	​	​
Gain (loss) on cash flow hedges:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on wholesale funding	​	​	—	​	​	—	​	​	—	​	​	(196)	​	​	—
Interest rate swap on variable rate loans	​		89	​	​	—	​		—	​	​	—	​		—
​	​			​	​	​	​			​	​	​	​
Gain (loss) on fair value hedges:	​		​	​	​	​	​			​	​	​	​
Interest rate swap on securities	​	​	—	​	​	(140)	​	​	—	​	​	—	​	​	—

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​ 40

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2022
​	​	Interest and Dividend Income					​	Interest Expense					​	​	​
(in thousands)	****	Loans		​	Securities and other		****	Deposits		​	Borrowings		****	Non-interest Income
Income and expense line items presented in the consolidated statements of income		$	47,252	​	​	8,033	​	$	2,384	​	​	2,084	​	$	18,270
​		​		​	​	​		​		​	​	​		​
The effects of cash flow and fair value hedging:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​			​	​	​	​			​	​	​	​
Gain (loss) on cash flow hedges:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on wholesale funding	​	​	—	​	​	—	​	​	—	​	​	(141)	​	​	—
Interest rate swap on variable rate loans	​		(1)	​	​	—	​		—	​	​	—	​		—
​	​			​	​	​	​			​	​	​	​
Gain (loss) on fair value hedges:	​		​	​	​	​	​			​	​	​	​
Interest rate swap on securities	​	​	—	​	​	(203)	​	​	—	​	​	—	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2021
​	​	Interest and Dividend Income					​	Interest Expense					​	​	​
(in thousands)	****	Loans		​	Securities and other		****	Deposits		​	Borrowings		****	Non-interest Income
Income and expense line items presented in the consolidated statements of income		$	47,396	​	​	7,971	​	$	5,554	​	​	3,637	​	$	19,753
​		​		​	​	​		​		​	​	​		​
The effects of cash flow and fair value hedging:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​			​	​	​	​			​	​	​	​
Gain (loss) on cash flow hedges:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap on wholesale funding	​	​	—	​	​	—	​	​	—	​	​	(384)	​	​	—
Interest rate swap on variable rate loans	​		97	​	​	—	​		—	​	​	—	​		—
​	​			​	​	​	​			​	​	​	​
Gain (loss) on fair value hedges:	​		​	​	​	​	​			​	​	​	​
Interest rate swap on securities	​	​	—	​	​	(276)	​	​	—	​	​	—	​	​	—

​

Cash flow hedges

​

Interest rate swaps on wholesale funding

As of June 30, 2022 we have two interest rate swaps on wholesale borrowings (the "SWAPS") to limit our exposure to rising interest rates over a five-year term on 3-month FHLB borrowings or brokered certificates, or a combination thereof at each maturity date.  The first of the two agreements were entered in November 2019 with a $50.0 million notional amount and pays a fixed interest rate of 1.53%.  A second agreement was entered on 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.

​

​

​

​

​ 41

Table of Contents Fair value hedges

​

Interest rate swap on securities

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

​

Economic hedges

​

Forward sale commitments

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

​

Customer loan derivatives

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

​

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

​

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

​

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

​ 42

Table of Contents Non-hedging derivatives

​

Interest rate lock commitments

We enter into interest rate lock commitments (IRLCs) for residential mortgage loans, which commit us to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs relate to the origination of residential mortgage loans that are held for sale are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose us to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free standing derivatives which are carried at fair value with changes recorded in non-interest income in our Consolidated Statements of Income. Changes in the fair value of IRLCs subsequent to inception are based on; (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability when the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

​

​

​ 43

Table of Contents 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 June 30, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

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

​

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

​

​

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

​

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

Derivative Assets and Liabilities

​

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

​ 44

Table of Contents

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 June 30, 2022, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

​ 45

Table of Contents 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 six months ended June 30, 2022:

​

​	​	​	​	​	​	​
​	​	Assets (Liabilities)
​	​	Interest Rate Lock		​	Forward
(in thousands)	****	Commitments		****	Commitments
Three Months Ended June 30, 2022	​		​	​		​
Balance at beginning of period	​	$	(5)	​	$	15
Realized gain (loss) recognized in non-interest income	​		55	​		(26)
Balance at end of period	​	$	50	​	$	(11)
​	​	​	​	​	​	​
Three Months Ended June 30, 2021	​		​	​		​
Balance at beginning of period	​	$	46	​	$	(85)
Realized (loss) gain recognized in non-interest income	​		(21)	​		40
Balance at end of period	​	$	25	​	$	(45)
​	​	​	​	​	​	​
Six Months Ended June 30, 2022	​			​
Balance at beginning of period	​	$	283	​	$	15
Realized loss recognized in non-interest income	​		(233)	​		(26)
Balance at end of period	​	$	50	​	$	(11)
​	​	​	​	​	​	​
Six Months Ended June 30, 2021	​			​
Balance at beginning of period	​	$	22	​	$	(95)
Realized gain recognized in non-interest income	​		3	​		50
Balance at end of period	​	$	25	​	$	(45)

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	Fair Value		​	Fair Value		​	​	****	​	****	Significant		****
​	​	June 30,		​	December 31,		​	Valuation	​	Unobservable	​	Unobservable		​
(in thousands, except ratios)	****	2022		****	2021		​	Techniques	****	Inputs	****	Input Value		​
Assets (Liabilities)	​		​	​		​	​		​		​		​
Interest Rate Lock Commitment		$	50	​	$	283	​	Pull-through Rate Analysis		Closing Ratio		​	93	%
​	​		​	​		​	​	Pricing Model	​	Origination Costs, per loan	​	$	1.7	​
​	​	​	​	​	​	​	​	Discount Cash Flows	​	Mortgage Servicing Asset	​	​	1.0	%
​	​	​	​	​	​	​	​	​		​	​	​	​	​
Forward Commitments	​		(11)	​		15	​	Quoted prices for similar loans in active markets		Freddie Mac pricing system	​		$99.3 to $102.8	​
Total	​	$	39	​	$	298	​				​			​

​ 46

Table of Contents 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:

​

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

​

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

​

​ 47

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

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	​	​	​	​	​		****
(in thousands, except ratios)	****	Fair Value June 30, 2022		****	Valuation Techniques	****	Unobservable Inputs	****	Range (Weighted Average)^(a)^		****
Assets		​						​	​		​
Individually evaluated loans	​	$	8,070		Fair value of collateral-appraised value		Loss severity	​	​	10% to 70%	​
​	​	​	​	​	​		Appraised value	​	​	$71 to $1,175	​
​	​	​	​	​	​	​	​	​	​	​	​
Individually evaluated loans	​		5,540		Discount cash flow		Discount rate		​	2.88% to 6.45%	​
​	​	​	​	​	​		Cash flows	​	​	$5 to $943	​
​	​	​	​	​	​	​	​	​	​	​	​
Capitalized servicing rights	​		7,043		Discounted cash flow		Constant prepayment rate (CPR)		​	7.18%	​
​	​						Discount rate		​	9.04%	​
​	​	​	​	​	​	​	​	​	​	​	​
Premises held for sale	​		327		Fair value of asset less selling costs		Appraised value	​	​	$347	​
​	​		​				Selling Costs		​	6%	​
Total	​	$	20,980						​		​
(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)^		​
Assets	​	​	​	​	​	​	​	​	​	​	​
Individually evaluated loans	​	$	12,127	​	Fair value of collateral-appraised value	​	Loss severity	​	​	10% to 70%	​
​	​	​	​	​	​	​	Appraised value	​	​	$71 to $1,792	​
​	​	​	​	​	​	​	​	​	​	​	​
Individually evaluated loans	​		5,805	​	Discount cash flow	​	Discount rate		​	2.88% to 9.50%	​
​	​	​	​	​	​	​	Cash flows	​	​	$6 to $931	​
​	​	​	​	​	​	​	​	​	​	​	​
Capitalized servicing rights	​		5,263	​	Discounted cash flow	​	Constant prepayment rate (CPR)		​	12.47%	​
​	​	​	​	​	​	​	Discount rate		​	9.53%	​
​	​	​	​	​	​	​	​	​	​	​	​
Premises held for sale	​		226	​	Fair value of asset less selling costs	​	Appraised value		​	$240	​
​	​	​	​	​	​	​	Selling Costs		​	6%	​
Total	​	$	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 June 30, 2022 and December 31, 2021.

​ 48

Table of Contents

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.

​ 49

Table of Contents 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.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2022
​	​	Carrying		​	Fair		​	​	​	​	​	​	​	​	​
(in thousands)	****	Amount		****	Value		****	Level 1		****	Level 2		****	Level 3
Financial Assets		​			​			​			​			​
Cash and cash equivalents	​	$	67,116	​	$	67,116	​	$	67,116	​	$	—	​	$	—
Securities available for sale	​		586,142	​		586,142	​		—	​		586,142	​		—
FHLB stock	​		6,572	​		6,572	​		—	​		6,572	​		—
Loans held for sale	​	​	3,539	​	​	3,539	​	​	—	​	​	3,539	​	​	—
Net loans	​		2,703,518	​		2,620,097	​		—	​		—	​		2,620,097
Accrued interest receivable	​		3,124	​		3,124	​		—	​		3,124	​		—
Cash surrender value of bank-owned life insurance policies	​		80,262	​		80,262	​		—	​		80,262	​		—
Derivative assets	​		21,081	​		21,081	​		—	​		21,031	​		50
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial Liabilities	​			​			​			​			​
Non-maturity deposits	​	$	2,716,639	​	$	2,476,000	​	$	—	​	$	2,476,000	​	$	—
Time deposits	​	​	361,906	​	​	355,000	​	​	—	​	​	355,000	​	​	—
Securities sold under agreements to repurchase	​	​	18,754	​	​	18,754	​	​	—	​	​	18,754	​	​	—
FHLB advances	​		98,593	​		98,248	​		—	​		98,248	​		—
Subordinated borrowings	​		60,206	​		69,722	​		—	​		69,722	​		—
Derivative liabilities	​		18,129	​		18,129	​		—	​		18,118	​		11

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2021
​	​	Carrying		​	Fair		​	​	​	​	​	​	​	​	​
(in thousands)	****	Amount		****	Value		****	Level 1		****	Level 2		****	Level 3
Financial Assets		​			​			​			​			​
Cash and cash equivalents	​	$	250,389	​	$	250,389	​	$	250,389	​	$	—	​	$	—
Securities available for sale	​		618,276	​		618,276	​		—	​		618,276	​		—
FHLB stock	​		7,384	​		7,384	​		—	​		7,384	​		—
Loans held for sale	​	​	5,523	​	​	5,523	​	​	—	​	​	5,523	​	​	—
Net loans	​		2,509,192	​		2,442,741	​		—	​		—	​		2,442,741
Accrued interest receivable	​		2,712	​		2,712	​		—	​		2,712	​		—
Cash surrender value of bank-owned life insurance policies	​		79,020	​		79,020	​		—	​		79,020	​		—
Derivative assets	​		14,148	​		14,148	​		—	​		13,850	​		298
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial Liabilities	​			​			​			​			​
Non-maturity deposits	​	$	2,623,012	​	$	2,853,000	​	$	—	​	$	2,853,000	​	$	—
Time deposits	​	​	425,532	​	​	424,000	​	​	—	​	​	424,000	​	​	—
Securities sold under agreements to repurchase	​	​	19,802	​	​	19,802	​	​	—	​	​	19,802	​	​	—
FHLB advances	​		98,598	​		98,439	​		—	​		98,439	​		—
Subordinated borrowings	​		60,124	​		61,884	​		—	​		61,884	​		—
Derivative liabilities	​		15,257	​		15,257	​		—	​		15,257	​		—

​

​

​ 50

Table of Contents 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 606. This exclusion is associated with financial instruments, including interst income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales.

​

Disaggregation of Revenue

​

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

​

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

​

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

​

Trust Management Fees

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

​ 51

Table of Contents

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)	​	June 30, 2022		​	December 31, 2021
Balances from contracts with customers only:		​			​
Other Assets	​	$	1,321	​	$	1,184
Other Liabilities	​		2,756	​		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.

​

​

​ 52

Table of Contents NOTE 11.           LEASES

​

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

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

​

​	​	​	​	​	​	​	​	​
(in thousands)		Classification		June 30, 2022		****	December 31, 2021
Lease Right-of-Use Assets	****	​	​	​		​	​
Operating lease right-of-use assets		Other assets	​	$	8,681	​	$	9,274
​	​	​	​	​	​	​	​	​
Lease Liabilities			​			​
Operating lease liabilities		Other liabilities	​		9,080	​		9,643

​

The calculated amount of the ROU assets and lease liabilities in the 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:

​

​	​	​	​	​	​	​
​	****	June 30, 2022		****	December 31, 2021
Weighted-average remaining lease term (in years)	​		​	​		​
Operating leases	​	7.61	​	​	8.03	​
​	​	​	​	​	​	​
Weighted-average discount rate	​		​	​		​
Operating leases	​	3.09	%	​	3.07	%

​

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

​ 53

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

​

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

​

​

​

​ 54

Table of Contents 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 six months ended June 30, 2022. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021 and with the unaudited consolidated financial statements and notes thereto set forth in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.

​

Bar Harbor Bankshares (the "Company" or “we”) 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 135th anniversary of our founding, we remain focused on helping our customers achieve their goals as the key to the Bank’s success.  With over 500 dedicated professionals and more than 50 locations, we are committed to servicing and building enduring relationships by providing a higher standard of banking. We offer a variety of financial products and services designed around our customers in order to serve their banking and financial needs. Through these efforts, we continue to be a relationship-focused community bank, maintaining our credit quality and serving businesses, entrepreneurs and individuals within our footprint. Our corporate goal is to be 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 to risk management while balancing growth and earnings
---	---
●	Service and sales driven culture with a focus on core business growth
---	---
●	Fee income is fundamental to our profitability through trust and treasury management services, customer derivatives, and secondary market mortgage sales
---	---
●	Investment in processes, products, technology, training, leadership, and infrastructure
---	---
●	Expansion of our brand and business to deepen market presence
---	---
●	Opportunity and growth for existing employees while adding catalyst recruits across all levels
---	---

​

Shown below is our profile as of June 30, 2022:

​ 55

Table of Contents SELECTED FINANCIAL DATA

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​	Six Months Ended
​	​	June 30,					​	​	June 30,
​	****	2022		****	2021		****	​	2022		****	2021		****
PER SHARE DATA	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net earnings, diluted	​	$	0.70	​	$	0.60	​	​	$	1.30	​	$	1.23	​
Adjusted earnings, diluted^(1)^	​		0.70	​		0.63	​	​		1.30	​		1.32	​
Total book value	​		26.19	​		27.64	​	​		26.19	​		27.76	​
Tangible book value^(1)^	​		17.83	​		19.17	​	​		17.83	​		19.30	​
Market price at period end	​		25.86	​		28.62	​	​		25.86	​		28.62	​
Dividends	​		0.26	​		0.24	​	​		0.50	​		0.46	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
PERFORMANCE RATIOS^(2)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on assets	​		1.14	%		0.97	%	​		1.07	%		1.00	%
Adjusted return on assets^(1)^	​		1.14	​		1.01	​	​		1.07	​		1.07	​
Pre-tax, pre-provision return on assets	​	​	1.50	​		1.13	​	​		1.39	​		1.17	​
Adjusted pre-tax, pre-provision return on assets ^(1)^	​	​	1.50	​		1.18	​	​		1.40	​		1.27	​
Return on equity	​		10.58	​		8.77	​	​		9.72	​		9.10	​
Adjusted return on equity^(1)^	​		10.59	​		9.14	​	​		9.74	​		9.75	​
Return on tangible equity	​	​	15.74	​	​	12.91	​	​	​	14.33	​	​	13.44	​
Adjusted return on tangible equity^(1)^	​		15.76	​		13.45	​	​		14.37	​		14.37	​
Net interest margin, fully taxable equivalent (FTE)^(1) (3)^	​		3.19	​		2.74	​	​		3.07	​		2.81	​
Adjusted net interest margin^(1)^	​		3.19	​		2.67	​	​		3.07	​		2.73	​
Efficiency ratio^(1)^	​		59.25	​		63.45	​	​		60.78	​		62.20	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
FINANCIAL DATA (In millions)	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total assets	​	$	3,716	​	$	3,639	​	​	$	3,716	​	$	3,639	​
Total earning assets^(4)^	​		3,399	​		3,282	​	​		3,399	​		3,282	​
Total investments	​		593	​		636	​	​		593	​		636	​
Total loans	​		2,727	​		2,516	​	​		2,727	​		2,516	​
Allowance for credit losses	​		24	​		23	​	​		24	​		23	​
Total goodwill and intangible assets	​		126	​		127	​	​		126	​		127	​
Total deposits	​		3,079	​		2,822	​	​		3,079	​		2,822	​
Total shareholders' equity	​		394	​		414	​	​		394	​		414	​
Net income	​		11	​		9	​	​		20	​		19	​
Adjusted income^(1)^	​		11	​		9	​	​		20	​		20	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ASSET QUALITY AND CONDITION RATIOS	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net (recoveries) charge-offs (annualized)/average loans	​		—	%		0.01	%	​		(0.01)	%		0.02	%
Allowance for credit losses/total loans	​		0.87	​		0.91	​	​		0.87	​		0.91	​
Loans/deposits	​		89	​		89	​	​		89	​		89	​
Shareholders' equity to total assets	​		10.59	​		11.37	​	​		10.59	​		11.42	​
Tangible shareholders' equity to tangible assets^(1)^	​		7.46	​		8.17	​	​		7.46	​		8.23	​
(1)	Non-GAAP financial measure. Refer to the Reconciliation of Non-GAAP Financial Measures section of Management's Discussion and Analysis 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.
---	---

​ 56

Table of Contents ​

CONSOLIDATED LOAN AND DEPOSIT ANALYSIS

​

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

​

LOAN ANALYSIS

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Annualized
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Growth %
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Quarter	​	​	Year
(in thousands, except ratios)	****	Jun 30, 2022		****	Mar 31, 2022		****	Dec 31, 2021		****	Sep 30, 2021		****	Jun 30, 2021		****	to Date		​	to Date
Commercial real estate	​	$	1,331,860	​	$	1,289,968	​	$	1,210,580	​	$	1,170,372	​	$	1,135,857		13	%	​	20	%
Commercial and industrial	​		360,304	​		346,394	​		340,129	​		331,091	​		327,729		16		​	12	​
Paycheck Protection Program (PPP)	​	​	170	​	​	1,126	​	​	6,669	​	​	24,227	​	​	65,918	​	*	​	​	*	​
Total commercial loans	​		1,692,334	​		1,637,488	​		1,557,378	​		1,525,690	​		1,529,504		13	​	​	17	​
Total commercial loans, excluding PPP	​	​	1,692,164	​	​	1,636,362	​	​	1,550,709	​	​	1,501,463	​	​	1,463,586	​	14	​	​	18	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Residential real estate	​		876,644	​		868,382	​		821,004	​		849,692	​		822,774		4		​	14	​
Consumer	​		100,816	​		96,876	​		98,949	​		100,933	​		103,589		16		​	4	​
Tax exempt and other	​		57,480	​		51,816	​		54,579	​		57,839	​		59,693		44		​	11	​
Total loans	​	$	2,727,274	​	$	2,654,562	​	$	2,531,910	​	$	2,534,154	​	$	2,515,560		11	%	​	15	%

​

*Indicates ratios of 100% or greater.

​

DEPOSIT ANALYSIS

​

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

57

Table of Contents 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 June 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	​	$	63,317	​	$	127	​	0.80	%	​	$	228,825	​	$	54	​	0.09	%
Securities available for sale and FHLB stock^(2)(3)^	​	​	637,881	​	​	4,276	​	2.69	​	​	​	635,978	​	​	4,217	​	2.66	​
Loans:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial real estate	​	​	1,296,162	​	​	12,348		3.82	​	​	​	1,122,831	​	​	9,921		3.54	​
Commercial and industrial	​		412,518	​		3,771		3.67	​	​		378,634	​		3,394		3.60	​
Paycheck protection program	​	​	788	​	​	27	​	13.99	​	​	​	76,701	​	​	1,064	​	5.56	​
Residential	​		863,172	​		7,635		3.55	​	​		850,119	​		8,063		3.80	​
Consumer	​		98,588	​		938		3.82	​	​		104,851	​		900		3.44	​
Total loans ^(1)^	​		2,671,228	​		24,719		3.71	​	​		2,533,136	​		23,342		3.70	​
Total earning assets	​		3,372,426	​		29,122		3.46	%	​		3,397,939	​		27,613		3.26	%
Other assets	​		315,950	​	​	​			​	​		348,146	​				​	​
Total assets	​	$	3,688,376	​	​	​			​	​	$	3,746,085	​				​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities	​			​					​	​			​					​
NOW	​	$	893,239	​	$	304		0.14	%	​	$	781,836	​	$	238		0.12	%
Savings	​		657,047	​		138		0.08	​	​		568,193	​		138		0.10	​
Money market	​		457,088	​		213		0.19	​	​		368,826	​		112		0.12	​
Time deposits	​		375,782	​		540		0.58	​	​		619,454	​		2,116		1.37	​
Total interest bearing deposits	​		2,383,156	​		1,195		0.20	​	​		2,338,309	​		2,604		0.45	​
Borrowings	​		178,519	​		1,074		2.41	​	​		345,896	​		1,826		2.12	​
Total interest bearing liabilities	​		2,561,675	​		2,269		0.36	%	​		2,684,205	​		4,430		0.66	%
Non-interest bearing demand deposits	​		661,412	​					​	​		591,982	​				​	​
Other liabilities	​		67,069	​					​	​		57,227	​				​	​
Total liabilities	​		3,290,156	​					​	​		3,333,414	​				​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total shareholders' equity	​		398,220	​					​	​		412,671	​				​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total liabilities and shareholders' equity	​	$	3,688,376	​					​	​	$	3,746,085	​					​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net interest spread	​			​				3.10	%	​			​				2.60	%
Net interest margin^^	​	​	​	​	​	​	​	3.19	​	​			​				2.74	​
Adjusted net interest margin^(4)^	​			​				3.19	​	​	​	​	​	​	​	​	2.67	​
(1)	The average balances of loans include non-accrual loans and unamortized deferred fees and costs.
---	---
(2)	The average balance for securities available for sale is based on amortized cost.
---	---
(3)	Fully taxable equivalent considers the impact of tax-advantaged securities and loans.
---	---
(4)	Adjusted net interest margin excludes Paycheck Protection Program loans.
---	---

​

​

​

​ 58

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30,
​	​	2022								​	2021
​	​	Average		​	Interest		​	Yield/		​	Average		​	Interest		​	Yield/
(in millions, except ratios)	****	Balance		****	^(3)^​		****	Rate^(3)^		​	Balance		****	^(3)^​		****	Rate^(3)^
Assets	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest-earning deposits with other banks	​	$	100,052	​	$	183	​	0.37	%	​	$	200,333	​	$	93	​	0.09	%
Securities available for sale and FHLB stock^(2)(3)^	​	​	630,443	​	​	8,239	​	2.64	​	​	​	624,866	​	​	8,438	​	2.72	​
Loans:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial real estate	​	​	1,282,528	​	​	23,255		3.66	​	​	​	1,112,909	​	​	19,908		3.61	​
Commercial and industrial^(3)^	​		392,006	​		7,132		3.67	​	​		378,087	​		6,988		3.73	​
Paycheck protection program	​	​	16,112	​	​	223	​	2.80	​	​	​	70,925	​	​	2,368	​	6.73	​
Residential	​		857,109	​		15,125		3.56	​	​		880,174	​		16,571		3.80	​
Consumer	​		98,824	​		1,782		3.64	​	​		107,079	​		1,865		3.51	​
Total loans ^(1)^	​		2,646,579	​		47,517		3.62	​	​		2,549,174	​		47,700		3.77	​
Total earning assets	​		3,377,074	​		55,939		3.34	%	​		3,374,373	​		56,231		3.36	%
Other assets	​		325,144	​	​	​			​	​		353,303	​	​	​			​
Total assets	​	$	3,702,218	​	​	​			​	​	$	3,727,676	​	​	​			​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities	​			​					​	​			​					​
NOW	​	$	911,420	​	$	618		0.14	%	​	$	768,616	​	$	488		0.13	%
Savings	​		649,652	​		275		0.09	​	​		556,146	​		307		0.11	​
Money market	​		438,189	​		331		0.15	​	​		373,512	​		239		0.13	​
Time deposits	​		390,040	​		1,160		0.60	​	​		637,193	​		4,521		1.43	​
Total interest bearing deposits	​		2,389,301	​		2,384		0.20	​	​		2,335,467	​		5,555		0.48	​
Borrowings	​		178,643	​		2,084		2.35	​	​		342,854	​		3,637		2.14	​
Total interest bearing liabilities	​		2,567,944	​		4,468		0.35	%	​		2,678,321	​		9,192		0.69	%
Non-interest bearing demand deposits	​		661,677	​					​	​		573,659	​					​
Other liabilities	​		65,669	​					​	​		65,959	​					​
Total liabilities	​		3,295,290	​					​	​		3,317,939	​					​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total shareholders' equity	​		406,928	​					​	​		409,737	​					​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total liabilities and shareholders' equity	​	$	3,702,218	​					​	​	$	3,727,676	​					​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net interest spread	​	​	​	​	​	​	​	2.99	%	​	​	​	​	​	​	​	2.67	%
Net interest margin	​			​				3.07	​	​			​				2.81	​
Adjusted net interest margin^(4)^	​	​	​	​	​	​	​	3.07	​	​	​	​	​	​	​	​	2.73	​
(1)	The average balances of loans include non-accrual loans and unamortized deferred fees and costs.
---	---
(2)	The average balance for securities available for sale is based on amortized cost.
---	---
(3)	Fully taxable equivalent considers the impact of tax-advantaged securities and loans.
---	---
(4)	Adjusted net interest margin excludes Paycheck Protection Program loans.
---	---

​

​ 59

Table of Contents 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. 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 us in this report as supplemental financial data should be considered in conjunction with our GAAP financial information.

​

We 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 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. 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.

​

​ 60

Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three Months Ended June 30,					****	Six Months Ended June 30,
(in thousands)	****	Calculations	****	2022		****	2021		​	2022		****	2021
Net income			​	$	10,503	​	$	9,025	​	$	19,615	​	$	18,505
Non-recurring items:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Gain on sale of securities, net			​		—	​		(50)	​		(9)	​		(50)
Loss (gain) on sale of premises and equipment, net			​		10	​		1	​		(65)	​		9
Loss on other real estate owned			​		—	​		—	​		—	​		324
Acquisition, conversion and other expenses			​		—	​		552	​		325	​		1,441
Income tax expense ^(1)^			​		(2)	​		(119)	​		(205)	​		(409)
Total non-recurring items	​	​	​	​	8	​	​	384	​	​	46	​	​	1,315
Total adjusted income^(2)^		(A)	​	$	10,511	​	$	9,409	​	$	19,661	​	$	19,820
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net interest income		(B)	​	$	26,519	​	$	22,754	​	$	50,817	​	$	46,176
Plus: Non-interest income			​		8,961	​		9,505	​		18,270	​		19,753
Total Revenue			​		35,480	​		32,259	​		69,087	​		65,929
Gain on sale of securities, net			​		—	​		(50)	​		(9)	​		(50)
Total adjusted revenue^(2)^		(C)	​	$	35,480	​	$	32,209	​	$	69,078	​	$	65,879
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total non-interest expense			​	$	21,700	​	$	21,724	​	$	43,586	​	$	44,215
Non-recurring expenses:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(Loss) gain on sale of premises and equipment, net			​		(10)	​		(1)	​		65	​		(9)
Loss on other real estate owned			​		—	​		—	​		—	​		(324)
Acquisition, conversion and other expenses			​		—	​		(552)	​		(325)	​		(1,441)
Total non-recurring expenses	​	​	​	​	(10)	​	​	(553)	​	​	(260)	​	​	(1,774)
Adjusted non-interest expense^(2)^		(D)	​	$	21,690	​	$	21,171	​	$	43,326	​	$	42,441
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenue	​	​	​	​	35,480	​	​	32,259	​	​	69,087	​	​	65,929
Total non-interest expense	​	​	​	​	21,700	​	​	21,724	​	​	43,586	​	​	44,215
Pre-tax, pre-provision net revenue	​	​	​	$	13,780	​	$	10,535	​	$	25,501	​	$	21,714
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted revenue^(2)^	​	​	​	​	35,480	​	​	32,209	​	​	69,078	​	​	65,879
Adjusted non-interest expense^(2)^	​	​	​	​	21,690	​	​	21,171	​	​	43,326	​	​	42,441
Adjusted pre-tax, pre-provision net revenue^(2)^	​	​	​	$	13,790	​	$	11,038	​	$	25,752	​	$	23,438
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(in millions)			​			​			​			​
Average earning assets		(E)	​	$	3,372	​	$	3,398	​	$	3,377	​	$	3,374
Average paycheck protection program (PPP) loans	​	(R)	​	​	1	​	​	77	​	​	16	​	​	71
Average earning assets, excluding PPP loans	​	(S)	​	​	3,371	​	​	3,321	​	​	3,361	​	​	3,303
Average assets		(F)	​		3,688	​		3,746	​		3,702	​		3,728
Average shareholders' equity		(G)	​		398	​		413	​		407	​		410
Average tangible shareholders' equity^(2)(3)^		(H)	​		272	​		286	​		281	​		283
Tangible shareholders' equity, period-end^(2)(3)^		(I)	​		268	​		287	​		268	​		289
Tangible assets, period-end^(2)(3)^		(J)	​		3,590	​		3,512	​		3,590	​		3,512
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

​ 61

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Three Months Ended June 30,					****	Six Months Ended June 30,
​	​	Calculations	​	2022		​	2021		​	2022		​	2021
(in thousands)			​			​			​			​
Common shares outstanding, period-end		(K)	​		15,026	​		14,972	​		15,026	​		14,972
Average diluted shares outstanding		(L)	​		15,077	​		15,042	​		15,094	​		15,026
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted earnings per share, diluted^(2)^		(A/L)	​	$	0.70	​	$	0.63	​	$	1.30	​	$	1.32
Tangible book value per share, period-end^(2)^		(I/K)	​		17.83	​		19.17	​		17.83	​		19.17
Securities adjustment, net of tax^(1)(4)^		(M)	​		(38,304)	​		7,237	​		(38,304)	​		7,237
Tangible book value per share, excluding securities adjustment^(2)(4)^		(I+M)/K	​		20.38	​		18.69	​		20.38	​		18.69
Total tangible shareholders' equity/total tangible assets^(2)^		(I/J)	​		7.46	​		8.17	​		7.46	​		8.17
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Performance ratios^(5)^	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Return on assets	​		​	​	1.14	%	​	0.97	​	​	1.07	%	​	1.00
Adjusted return on assets^(2)^	​	(A/F)	​	​	1.14	​	​	1.01	​	​	1.07	​	​	1.07
Pre-tax, pre-provision return on assets	​	​	​	​	1.50	​	​	1.13	​	​	1.39	​	​	1.17
Adjusted pre-tax, pre-provision return on assets^(2)^	​	(U/F)	​	​	1.50	​	​	1.18	​	​	1.40	​	​	1.27
Return on equity	​		​	​	10.58	​	​	8.77	​	​	9.72	​	​	9.10
Adjusted return on equity^(2)^	​	(A/G)	​	​	10.59	​	​	9.14	​	​	9.74	​	​	9.75
Return on tangible equity	​	​	​	​	15.74	​	​	12.91	​	​	14.33	​	​	13.44
Adjusted return on tangible equity^(1)(2)^	​	(A+Q)/H	​	​	15.76	​	​	13.45	​	​	14.37	​	​	14.37
Efficiency ratio^(2)(6)^	​	(D-O-Q)/(C+N)	​	​	59.25	​	​	63.45	​	​	60.78	​	​	62.20
Net interest margin	​	(B+P)/E	​	​	3.19	​	​	2.74	​	​	3.07	​	​	2.81
Adjusted net interest margin^(2)(7)^	​	(B+P-T)/S	​	​	3.19	​	​	2.67	​	​	3.07	​	​	2.73
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Supplementary data (in thousands)	​		​	​		​	​		​	​		​	​
Taxable equivalent adjustment for efficiency ratio	​	(N)	​	$	491	​	$	586	​	$	967	​	$	1,181
Franchise taxes included in non-interest expense	​	(O)	​	​	144	​	​	128	​	​	285	​	​	253
Tax equivalent adjustment for net interest margin	​	(P)	​	​	334	​	​	430	​	​	654	​	​	863
Intangible amortization	​	(Q)	​	​	233	​	​	233	​	​	466	​	​	474
Interest and fees on PPP loans	​	(T)	​	​	27	​	​	1,064	​	​	223	​	​	2,368
(1)	Assumes a marginal tax rate of 23.41% for 2022 and 23.71% for 2021.
---	---
(2)	Non-GAAP financial measure.
---	---
(3)	Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. Tangible assets is computed by taking total assets less the intangible assets at period-end.
---	---
(4)	Securities adjustment, net of tax represents the total unrealized losses and gains on available-for-sale securities recorded on our consolidated balance sheets within total common shareholders' equity.
---	---
(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.
---	---

​ 62

Table of Contents QUARTERLY PERFORMANCE SUMMARY

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​

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

​ 63

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

​

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2022 AND DECEMBER 31, 2021

​

Securities

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

​

Loans

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

​

Allowance for Credit Losses

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

​

Other Assets

Other assets were $348.9 million compared to $318.5 million at year-end 2021. The increase reflects $12.0 million of deferred tax assets recorded in connection with unrealized losses on securities, $6.8 million of investments made in tax credits and community developments, and a $6.9 million increase in the fair value of derivative instruments.

​

Deposits and Borrowings

Total deposits increased $30.0 million from year-end 2021 to $3.1 billion. Core deposits grew $93.6 million, or 7% on an year-to-date annualized basis during the first six months of 2022.  A total of 1,350 net new deposit accounts were opened in the first six months of 2022 compared to 2,100 accounts in same period of 2021.  The loan to deposit ratio was 87% compared to 83% at the end of 2021 due to loan growth.  Time deposits decreased $63.6 million in first half of 2022 primarily due to $22.0 million of wholesale deposits that matured. The remaining decrease is attributable to customers continuing to move funds to transactional accounts upon contractual maturity.  Borrowings were flat due to a consistent deposit level and use of excess cash to fund loan growth.  Wholesale borrowings as a percentage of total debt remained at 6% through the second quarter from year end 2021.  Total cost of deposits was 0.20% in the second quarter of 2022 compared to 0.24% in the fourth quarter of 2021, and borrowing costs were 2.41% compared to 2.17% for the same periods.  The change in cost of funds reflects the repricing of rolling short-term FHLB borrowings to market rates.  FHLB borrowings  were term advances with a total balance of $98.6 million and a weighted average rates of 1.19% at the end of the second quarter 2022 and 0.48% at year-end 2021.

​ 64

Table of Contents Other Liabilities

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

​

Equity

Total equity at quarter-end was $393.6 million compared to $424.1 million at year-end 2021.  The $30.5 million decrease in the first half of 2022 included net of income totaling $19.6 million, $7.5 million of dividends to shareholders and $43.3 million of other comprehensive losses.  Other comprehensive losses were primarily due to unrealized losses on securities, net of tax, totaling $40.3 million.

​

COMPARISON OF OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

​

Net Income

Net income in the second quarter 2022 was $10.5 million, or $0.70 per diluted share, compared to $9.0 million, or $0.60 per diluted share, in the same quarter of 2021. Adjusted earnings (non-GAAP) totaled $10.5 million or $0.70 per diluted share, compared to $9.4 million, or $0.63 per diluted share, in the same quarter of 2021.

​

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

​

Net Interest Income

Net interest income was $26.5 million in the second quarter 2022 compared with $22.8 million in the same quarter of 2021.  Net interest margin (NIM) was 3.19% compared to 2.74% in second quarter of 2021.  The increase in net interest income and net interest margin was due to higher interest on earning assets due to the Federal Reserve increasing their federal funds target rate.  Interest and fees on PPP loans contributed $1.1 million to net interest income and 7 basis points to NIM in the second quarter 2021.  Interest-bearing cash balances, held mostly at the Federal Reserve Bank, reduced NIM by 5 basis points in the second quarter 2022 and 19 basis points in the second quarter 2021.  The yield on earning assets totaled 3.46% compared to 3.26% in the second quarter 2021.  Excluding the impact of PPP and excess cash, the yield on earning assets totaled 3.51% and 3.44% for the same periods. The yield on loans was 3.71% in the second quarter 2022, and 3.70% in the second quarter of 2021. Excluding PPP loans the yield on loans was 3.71% in the second quarter of 2022 and 3.64% in the second quarter 2021. Costs of interest-bearing liabilities decreased to 0.36% from 0.66% in the second quarter 2021 due to lower deposit rates and less wholesale borrowings.

​

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

​

Provision for Credit Losses

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

​

Non-Interest Income

Non-interest income in the second quarter 2022 was $9.0 million, compared to $9.5 million in the same quarter of 2021. Customer service fees were $3.7 million in the second quarter compared to $3.3 million in the same period of 2021. The increase reflects the net new accounts that were opened and a higher volume of customer activity and transactions. Wealth management income was $3.8 million in the second quarter of 2022 and the second quarter of 2021 on strong cash inflows offset by market volatility effects on assets under management. Mortgage banking income was $488 thousand, compared to $1.5 million in the same period of 2021 reflecting higher on balance sheet activity and lower residential loan originations. 65

Table of Contents Non-interest income for the first half of 2022 was $18.3 million compared to $19.8 million in the same period in 2021. The decrease reflects a 17% increase in customer service fees, 2% in wealth management income, and 73% decrease in mortgage banking income; all of which were driven by the same reasons as the quarterly period.

​

Non-Interest Expense

Non-interest expense was $21.7 million in the second quarter 2022 and the same quarter of 2021 reflecting consistent and stable costs across most categories excluding occupancy and equipment, and acquisition, conversion and other expense.  Occupancy and equipment expense increased $479 thousand on higher utility costs and software amortization.  Acquisition, conversion and other expense was zero in the second of 2022 and totaled $553 thousand in the same quarter of 2021, which was mostly reduction in workforce charges.  The efficiency ratio in the second quarter 2022 was 59.25%, down from 63.45% in the second quarter 2021.

​

For the first six months of 2022, non-interest expense was $43.6 million and $44.2 million in the same period of 2021. The Company's year-to-date efficiency ratio was 60.78% in 2022 compared to 62.20% in 2021 which reflects managements disciplined approach to expense management as revenue continues to grow.  Non-recurring expenses (non-GAAP) in the first half of 2022 were $325 thousand related to contract renogiations and $1.8 million in the same period of 2021 consisting of mostly workforce reduction charges.

​

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 a liquidity position of at least 8% of total assets. A portion of the Bank’s deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the Bank’s liquidity position tightens.

​

Our liquidity position remains strong. During the quarter we initiated pandemic-specific liquidity stress tests to analyze potential impacts from payment deferrals, unanticipated use of committed lines of credit, as well as the possibility of required servicer advances on sold loans. At June 30, 2022, available same-day liquidity totaled approximately $640.6 million, including cash, borrowing capacity at FHLB and the Federal Reserve Discount Window and various lines of credit. Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from our amortizing securities and loan portfolios.  We had unused borrowing capacity at the FHLB of $436 million, unused borrowing capacity at the Federal Reserve of $87 million and unused lines of credit totaling $51.0 million, in addition to over $67.1 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 of Financial Condition for a discussion of shareholders’ equity together with the Note 6 Capital Ratios and Shareholders’ 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.

​ 66

Table of Contents 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 $7.5 million and $6.9 million for the six months ended June 30, 2022 and 2021, respectively.  All dividends declared and distributed by us will be in compliance with 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 year ended December 31, 2021.

​

CRITICAL ACCOUNTING POLICIES

​

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 our Annual Report on Form 10-K for the 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 Financial Statements. These factors include among other things, whether the policy requires management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical in preparing our Consolidated Financial Statements are presented in the section titled "Critical Accounting Policies" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in our application of critical accounting policies since December 31, 2021.

​

​ 67

Table of Contents 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 Chief Financial Officer and composed of various members of senior management. ALCO meets regularly to review balance sheet structure, formulate strategies in light of current and expected economic conditions, adjust product prices as necessary, implement policy, monitor liquidity, and review performance against guidelines established to control exposure to the various types of inherent risk.

​

Interest Rate Risk:

Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bank's net interest income. Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow characteristics of assets and liabilities. Management’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 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 68

Table of Contents 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 June 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 June 30, 2022 and 2021:

​

​	​	​	​	​	​	​	​	​	​
Change in Interest Rates-Basis Points (Rate Ramp)	​	1 - 12 Months			​	13 - 24 Months
(in thousands, except ratios)	​	Change	​	% Change	​	Change	​	% Change
At June 30, 2022		​				​			​
-100	​		​	(3.2)	%		​	(8.9)	%
+200	​		​	4.1	​	​	​	12.3	​
At June 30, 2021	​				​				​
-100	​			(2.1)	​	​		(6.3)	​
+200	​			8.5	​			21.0	​

All values are in US Dollars.

​

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 June 30, 2021, sensitivity to a down 100 basis point rate movement has increased while sensitivity to an up 200 basis point rate movement has decreased on a year-over-year basis.

​

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. 69

Table of Contents 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 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 June 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 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 in the opinion of management based upon currently available information will have no material effect on ourconsolidated financial statements.

​

​

ITEM 1A.          RISK FACTORS

​

There were no material changes to the risk factors discussed in Part I, Item 1A. of the our Annual Report on Form 10-K for the year ended December 31, 2021. In addition to the other information set forth in this report, you should carefully consider 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. 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.

​

​

​

​ 70

Table of Contents ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

​

(c)On 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 751,000 shares.

​

The following table indicates that no shares were repurchased by us in the second quarter of 2022:

​	​	​	​	​	​	​	​	​	​
​	****	​	​	​	​	​	Total number of shares	​	Maximum number of
​	​	​	​	​	​	​	purchased as a part of	​	shares that may yet be
​	​	Total number of	​	Average price		****	publicly announced	****	purchased under
Period	****	shares purchased	****	paid per share		****	plans or programs	****	the plans or programs
April 1-30, 2022		—	​	$	—		—		747,000
May 1-31, 2022		—	​		—		—		747,000
June 1-30, 2022		—	​		—		—		751,000
Total		—	​	$	—		—		751,000

​

​

​

​

​

​ 71

Table of Contents ITEM 6.           EXHIBITS

​

​	​	​
31.1	Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a)	​
​	​	​
31.2	Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a)	​
​	​	​
32.1	Certification of Chief Executive Officer under 18 U.S.C. Sec. 1350	​
​	​	​
32.2	Certification of Chief Financial Officer under 18 U.S.C. Sec. 1350	​
​	​
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 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<br><br>​<br><br>​<br><br>​	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)<br><br>​<br><br>​<br><br>​

​

​

​ 72

Table of Contents 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: August 3, 2022	By:	/s/ Curtis C. Simard
​	​	Curtis C. Simard
​	​	President & Chief Executive Officer
​	​
​	​
Dated: August 3, 2022	​	/s/ Josephine Iannelli
​	​	Josephine Iannelli
​	​	Executive Vice President & Chief Financial Officer

​

​

​ 73

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT

OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Curtis C. Simard, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bar Harbor Bankshares (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
---	---
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
---	---
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
---	---

​

​	​	​
Date: August 3, 2022	​	/s/ Curtis C. Simard
​	​	​
​	Name:	Curtis C. Simard
​	Title:	President and Chief Executive Officer

​

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT

OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Josephine Iannelli, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bar Harbor Bankshares (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
---	---
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
---	---
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
---	---

​

​	​	​
Date: August 3, 2022	​	/s/ Josephine Iannelli
​	​
​	Name:	Josephine Iannelli
​	Title:	Executive Vice President and Chief Financial Officer

​

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350)

The undersigned executive officer of Bar Harbor Bankshares (the “Registrant”) hereby certifies that the Registrant’s Form 10- Q for the period ended June 30, 2022, fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

​

​	​	​
Date:  August 3, 2022	​	/s/ Curtis C. Simard
​	​
​	Name:	Curtis C. Simard
​	Title:	President and Chief Executive Officer

​

Exhibit 32.2

CERTIFICATION OF CHIEF FIANANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350)

The undersigned executive officer of Bar Harbor Bankshares (the “Registrant”) hereby certifies that the Registrant’s Form 10-Q for the period ended June 30, 2022, fully complies with the requirements of Section 13(a) or 15(d), as applicable of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Item 601(b)(32) of Regulation S-K (“Item 601(b)(32)”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. In accordance with clause (ii) of Item 601(b)(32), this certification (a) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and (b) shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

​

t	​	​
Date: August 3, 2022	​	/s/ Josephine Iannelli
​	​	​
​	Name:	Josephine Iannelli
​	Title:	Executive Vice President and Chief Financial Officer

​