BAR HARBOR BANKSHARES - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended: June 30, 2019



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

For the transition period from to

Commission File Number: 001-13349

BAR HARBOR BANKSHARES

(Exact name of registrant as specified in its charter)



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

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

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

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 ý No o

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 ý No o

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.

Large Accelerated Filer o Accelerated Filer ý Non-Accelerated Filer o Smaller Reporting Company o Emerging growth company o

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

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

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



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

The Registrant had 15,545,756 shares of common stock, par value $2.00 per share, outstanding as of August 2, 2019.

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

FORM 10-Q

INDEX



				Page
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)

	Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018			4

	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2019 and 2018			5

	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2019 and 2018			6

	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018			7

	Consolidated Statements of Cash Flows for the Three and Six Months Ended June 30, 2019 and 2018			8

	Notes to Unaudited Consolidated Interim Financial Statements
		Note 1	Basis of Presentation	9
		Note 2	Securities Available for Sale	12
		Note 3	Loans	15
		Note 4	Allowance for Loan Losses	32
		Note 5	Borrowed Funds	39
		Note 6	Deposits	41
		Note 7	Capital Ratios and Shareholders' Equity	42
		Note 8	Earnings per Share	46
		Note 9	Derivative Financial Instruments and Hedging Activities	47
		Note 10	Fair Value Measurements	50
		Note 11	Non-Interest Income	57
		Note 12	Leases	59
		Note 13	Subsequent Events	61

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			62
		Selected Financial Data		63
		Consolidated Loan and Deposit Analysis		65
		Average Balances and Average Yields/Rates		66
		Non-GAAP Financial Measures		68
		Reconciliation of Non-GAAP Financial Measures		69
		Financial Summary		71

Item 3.	Quantitative and Qualitative Disclosures about Market Risk			78

Item 4.	Controls and Procedures			80

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PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	80

Item 1A.	Risk Factors	80

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81

Item 6.	Exhibits	82

Signatures		83

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

FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-Q the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions are intended to identify forward-looking statements, but these terms are not the exclusive means of identifying forward-looking statements. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that the Company files with the Securities and Exchange Commission, including but not limited to those discussed in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Because of these and other uncertainties, the Company’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, the Company’s past results of operations do not necessarily indicate future results. 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. The Company is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. The Company qualifies all of its forward-looking statements by these cautionary statements.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



(in thousands, except share data)	June 30, 2019			December 31, 2018
Assets
Cash and due from banks	$	42,657		$	35,208
Interest-bearing deposit with the Federal Reserve Bank	17,203			63,546
Total cash and cash equivalents	59,860			98,754
Securities available for sale, at fair value	748,560			725,837
Federal Home Loan Bank stock	35,220			35,659
Total securities	783,780			761,496
Loans:
Commercial real estate	881,479			826,699
Commercial and industrial	416,725			404,870
Residential real estate	1,167,759			1,144,698
Consumer	112,275			113,960
Total loans	2,578,238			2,490,227
Less: Allowance for loan losses	(14,572		)	(13,866		)
Net loans	2,563,666			2,476,361
Premises and equipment, net	50,230			48,804
Other real estate owned	2,351			2,351
Goodwill	100,085			100,085
Other intangible assets	7,072			7,459
Cash surrender value of bank-owned life insurance	74,871			73,810
Deferred tax assets, net	5,649			9,514
Other assets	40,071			29,853
Total assets	$	3,687,635		$	3,608,487

Liabilities
Deposits:
Demand	$	354,125		$	370,889
NOW	472,576			484,717
Savings	352,657			358,888
Money market	305,506			335,951
Time	996,512			932,793
Total deposits	2,481,376			2,483,238
Borrowings:
Senior	733,084			680,823
Subordinated	42,943			42,973
Total borrowings	776,027			723,796
Other liabilities	39,670			30,874
Total liabilities	3,297,073			3,237,908
(continued)
(continued)
Shareholders’ equity
Capital stock, par value $2.00; authorized 20,000,000 shares; issued 16,428,388 and 16,428,388 shares at June 30, 2019 and December 31, 2018, respectively	32,857			32,857
Additional paid-in capital	188,144			187,653
Retained earnings	173,400			166,526
Accumulated other comprehensive income (loss)	877			(11,802		)
Less: 884,082 and 905,201 shares of treasury stock at June 30, 2019 and December 31, 2018, respectively	(4,716		)	(4,655		)
Total shareholders’ equity	390,562			370,579
Total liabilities and shareholders’ equity	$	3,687,635		$	3,608,487

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2019		2018		2019		2018
Interest and dividend income
Loans	$	27,660	$	25,934	$	54,524	$	51,060
Securities and other	6,125		5,784		12,488		11,435
Total interest and dividend income	33,785		31,718		67,012		62,495
Interest expense
Deposits	6,886		4,405		13,193		8,390
Borrowings	5,403		4,321		10,558		7,955
Total interest expense	12,289		8,726		23,751		16,345
Net interest income	21,496		22,992		43,261		46,150
Provision for loan losses	562		770		886		1,565
Net interest income after provision for loan losses	20,934		22,222		42,375		44,585
Non-interest income
Trust and investment management fee income	3,066		3,122		5,823		6,084
Customer service fees	2,618		2,347		4,783		4,571
Bank-owned life insurance income	519		377		1,061		823
Customer derivative income	696		545		725		545
Other income	554		730		1,228		1,336
Total non-interest income	7,453		7,121		13,620		13,359
Non-interest expense
Salaries and employee benefits	11,685		10,375		22,204		21,364
Occupancy and equipment	3,300		2,925		6,686		5,998
Loss on premises and equipment, net	21		—		21		—
Outside services	443		581		854		1,141
Professional services	570		360		1,114		793
Communication	283		304		518		484
Marketing	511		588		806		914
Amortization of intangible assets	207		207		414		414
Acquisition, conversion and other expenses	280		214		280		549
Other expenses	3,606		3,131		6,633		5,880
Total non-interest expense	20,906		18,685		39,530		37,537

Income before income taxes	7,481		10,658		16,465		20,407
Income tax expense	1,364		2,123		3,067		4,060
Net income	$	6,117	$	8,535	$	13,398	$	16,347

Earnings per share:
Basic	$	0.39	$	0.55	$	0.86	$	1.06
Diluted	$	0.39	$	0.55	$	0.86	$	1.05

Weighted average common shares outstanding:
Basic	15,538		15,482		15,531		15,465
Diluted	15,586		15,571		15,582		15,560

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2019			2018			2019			2018
Net income	$	6,117		$	8,535		$	13,398		$	16,347
Other comprehensive income, before tax:
Changes in unrealized gain (loss) on securities available-for-sale	9,646			(3,087		)	18,546			(13,789		)
Changes in unrealized (loss) gain on cash flow hedging derivatives	(1,157		)	226			(2,002		)	880
Changes in unrealized loss on pension	—			—			—			41
Income taxes related to other comprehensive income:
Changes in unrealized (gain) loss on securities available-for-sale	(2,255		)	731			(4,334		)	3,274
Changes in unrealized loss (gain) on cash flow hedging derivatives	271			(54		)	469			(209		)
Changes in unrealized loss on pension	—			—			—			(10		)
Total other comprehensive income (loss)	6,505			(2,184		)	12,679			(9,813		)
Total comprehensive income	$	12,622		$	6,351		$	26,077		$	6,534

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY



(in thousands, except per share data)	Common stock amount		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Treasury stock			Total
Balance at December 31, 2017	$	32,857	$	186,702		$	144,977		$	(4,554	)	$	(5,341	)	$	354,641
Net income	—		—			7,812			—			—			7,812
Other comprehensive loss	—		—			—			(7,629		)	—			(7,629		)
Cash dividends declared ($0.19 per share)	—		—			(2,884		)	—			—			(2,884		)
Net issuance (16,180 shares) to employee stock plans, including related tax effects	—		(112		)	—			—			127			15
Modified retrospective basis adoption of Revenue Recognition Accounting Codification Standard 606	—		—			(184		)	—			—			(184		)
Reclassification of the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income for adoption of ASU 2018-02	—		—			980			(980		)	—			—
Recognition of stock based compensation	—		379			—			—			—			379
Balance at March 31, 2018	32,857		186,969			150,701			(13,163		)	(5,214		)	352,150

Net income	—		—			8,535			—			—			8,535
Other comprehensive loss	—		—			—			(2,184		)	—			(2,184		)
Cash dividends declared ($0.20 per share)	—		—			(3,097		)	—			—			(3,097		)
Treasury stock purchased (9,294 shares)	—		—			—			—			(278		)	(278		)
Net issuance (46,602 shares) to employee stock plans, including related tax effects	—		(19		)	—			—			608			589
Recognition of stock based compensation	—		248			—			—			—			248
Balance at June 30, 2018	$	32,857	$	187,198		$	156,139		$	(15,347	)	$	(4,884	)	$	355,963

Balance at December 31, 2018	$	32,857	$	187,653		$	166,526		$	(11,802	)	$	(4,655	)	$	370,579
Net income	—		—			7,281			—			—			7,281
Other comprehensive income	—		—			—			6,174			—			6,174
Cash dividends declared ($0.20 per share)	—		—			(3,105		)	—			—			(3,105		)
Net issuance (441 shares) to employee stock plans, including related tax effects	—		(173		)	—			—			4			(169		)
Recognition of stock based compensation	—		263			—			—			—			263
Balance at March 31, 2019	32,857		187,743			170,702			(5,628		)	(4,651		)	381,023

Net income	—		—			6,117			—			—			6,117
Other comprehensive income	—		—			—			6,505			—			6,505
Cash dividends declared ($0.22 per share)	—		—			(3,419		)	—			—			(3,419		)
Treasury stock purchased (8,010 shares)	—		—			—			—			(210		)	(210		)
Net issuance (20,678 shares) to employee stock plans, including related tax effects	—		104			—			—			145			249
Recognition of stock based compensation	—		297			—			—			—			297
Balance at June 30, 2019	$	32,857	$	188,144		$	173,400		$	877		$	(4,716	)	$	390,562

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Six Months Ended June 30,
(in thousands)	2019			2018
Cash flows from operating activities:
Net income	$	13,398		$	16,347
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	886			1,565
Net amortization of securities	1,735			2,089
Change in unamortized net loan costs and premiums	(190		)	214
Premises and equipment depreciation	1,905			1,676
Stock-based compensation expense	560			627
Accretion of purchase accounting entries, net	(1,017		)	(1,240		)
Amortization of other intangibles	414			414
Income from cash surrender value of bank-owned life insurance policies	(1,061		)	(823		)
Loss on premises and equipment, net	21			—
Net change in other assets and liabilities	(3,052		)	(5,695		)
Net cash provided by operating activities	13,599			15,174

Cash flows from investing activities:
Proceeds from maturities, calls and prepayments of securities available for sale	50,546			48,942
Purchases of securities available for sale	(56,831		)	(57,725		)
Net change in loans	(86,745		)	693
Purchase of Federal Home Loan Bank stock	(9,720		)	(848		)
Proceeds from sale of Federal Home Loan Bank stock	10,159			241
Purchase of premises and equipment, net	(3,352		)	(2,002		)
Proceeds from sale of other real estate owned	—			94
Net cash used in investing activities	(95,943		)	(10,605		)

Cash flows from financing activities:
Net (decrease) increase in deposits	(1,448		)	22,558
Net change in short-term advances from the Federal Home Loan Bank	(62,510		)	(47,467		)
Net change in long-term advances from the Federal Home Loan Bank	114,062			(3,297		)
Exercise of stock options	80			604
Treasury stock purchased	(210		)	(278		)
Cash dividends paid on common stock	(6,524		)	(5,981		)
Net cash provided by (used in) financing activities	43,450			(33,861		)

Net change in cash and cash equivalents	(38,894		)	(29,292		)
Cash and cash equivalents at beginning of year	98,754			90,685
Cash and cash equivalents at end of year	$	59,860		$	61,393

Supplemental cash flow information:
Interest paid	$	22,577		$	17,182
Income taxes paid, net	1,685			6,218

Other non-cash changes:
Real estate owned acquired in settlement of loans	—			124

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

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BAR HARBOR BANKSHARES AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The consolidated financial statements (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries (the “Company” or “Bar Harbor”) 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 the accounts of the Company, its wholly-owned subsidiary Bar Harbor Bank & Trust (the "Bank") and the Bank’s consolidated subsidiaries. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless 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 for the Company's Annual Report on Form 10-K for the year ended December 31, 2018 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 Company’s consolidated income statement.

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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 Adopted in 2019
ASU 2016-02, Leases	This ASU creates ASU Topic 842, Leases, and supersedes Topic 840, Leases. The new guidance requires lessees to record a right-of-use asset and a corresponding liability equal to the present value of future rental payments on their balance sheets for all leases with a term greater than one year. There are not significant changes to lessor accounting; however, there are certain improvements made to align lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. This guidance expands both quantitative and qualitative required disclosures. This ASU is required to be adopted on a modified retrospective basis and allows for practical expedients and elections in conjunction with implementation. The Company may elect some of the expedients upon the adoption date, which may be applied prospectively or retrospectively.	January 1, 2019	The Company adopted this ASU as of January 1, 2019 including the election of the practical expedients, allowing for existing leases to be accounted for consistent with current guidance, with the exception of balance sheet recognition for lessees. A modified retrospective transition approach was utilized, applying the new standard to all leases existing at the date of initial application. At January 1, 2019 the Company recognized a right-of-use asset and corresponding lease liability of $9.0 million. This computation is based, primarily, on the present value of unpaid future minimum lease payments. Additionally, that amount is impacted by assumptions around renewals and/or extensions, and the interest rate used to discount those future lease obligations. Due to the limited size of the Company's leasing portfolio, many other items related to this standard don't apply, or had an immaterial impact on the Company's consolidated financial statements. For transitional disclosures see Note 12 - Leases.
ASU 2018-11 Practical Expedients to Topic 842, Leases
ASU 2018-20 Scope Improvements for Lessors
ASU 2019-01 Leases: Codification Improvements
ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities	This ASU amends Accounting Standards Codification ("ASC") 815, Derivatives and Hedging to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity's risk management activities by better aligning the entity's financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers.	January 1, 2019	The Company adopted this ASU as of January 1, 2019, although it did not have a material impact on the Company's consolidated financial statements.
ASU 2018-16, Inclusion of Overnight Financing Rate or Overnight Swap Rate as a Benchmark for Hedge Accounting
ASU 2018-07, Share Based Payment Accounting	This ASU expands the scope of Topic 718, Compensation- Stock Compensation to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity-Based Payments to non-employees.	January 1, 2019	The Company adopted this ASU as of January 1, 2019, with no material impact on the Company's consolidated financial statements.

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Standard	Description	Required Date of Adoption	Effect on financial statements
Standards Not Yet Adopted
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	This ASU amends Topic 326, Financial Instruments- Credit Losses to replace the current incurred loss accounting model with a current expected credit loss approach (CECL) for financial instruments measured at amortized cost and other commitments to extend credit. The amendments require entities to consider all available relevant information when estimating current expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts. The resulting allowance for credit losses is to reflect the portion of the amortized cost basis that the entity does not expect to collect. The amendments also eliminate the current accounting model for purchased credit impaired loans and certain off-balance sheet exposures. Additional quantitative and qualitative disclosures are required upon adoption.	January 1, 2020	Adoption of this ASU is expected to primarily change how the Company estimates credit losses on loans with the application of the expected credit loss model. Also, for acquired purchased impaired loans it requires the reclassification of the credit portion of the total remaining fair value adjustment directly to the allowance for loan losses. Fair value adjustments on purchased credit impaired loans related to interest rates and fair value adjustments on other acquired loans will continue to be accreted into income over time.
ASU 2018-19, Codification Improvements to ASU 2016-13
			In addition, the Company expects the ASU to change the presentation of credit losses for AFS debt securities through an allowance method rather than as a direct write-off and may allow for recovery of these amounts in the future.
	While the CECL model does not apply to available for sale debt securities, the ASU does require entities to record an allowance when recognizing credit losses for available for sale securities with unrealized losses, rather than reduce the amortized cost of the securities by direct write-offs. The guidances will require companies to recognize improvements to estimated credit losses immediately in earning rather than interest income over time.
			The Company is in the process of evaluating and implementing allowance loan loss estimation models to comply with the guidance under this ASU, which may result in a higher allowance for losses then currently recorded under the existing standard.
	The ASU should be adopted on a modified retrospective basis. Entities that have loans accounted for under ASC 310-30 at the time of adoption should prospectively apply the guidance in this amendment for purchase credit deteriorated assets.	Early adoption is permitted in 2019
ASU 2017-04, Simplifying the Test for Goodwill Impairment	This ASU amends Topic 350, Intangibles-Goodwill and Other, and eliminates Step 2 from the goodwill impairment test.	January 1, 2020	Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
		Early adoption is permitted.
ASU 2018-13 Changes to Disclosure Requirements Fair Value Measurement, Topic 820	This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.	January 1, 2020	Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
		Early adoption is permitted.
ASU 2018-14 Compensation- Disclosure Requirements for Defined Pension Plans Topic 715-20	This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension and/or other post-retirement benefit plans.	January 1, 2021	Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
		Early adoption is permitted.

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NOTE 2. SECURITIES AVAILABLE FOR SALE

The following is a summary of securities available for sale:



(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
June 30, 2019
Debt securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	401,311	$	4,795	$	2,578	$	403,528
US Government agency	118,583		1,785		383		119,985
Private label	20,306		80		225		20,161
Obligations of states and political subdivisions thereof	124,254		3,130		306		127,078
Corporate bonds	76,864		1,200		256		77,808
Total securities available for sale	$	741,318	$	10,990	$	3,748	$	748,560

December 31, 2018
Debt securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	413,492	$	904	$	9,444	$	404,952
US Government agency	111,938		509		1,935		110,512
Private label	20,353		113		84		20,382
Obligations of states and political subdivisions thereof	133,260		1,081		2,076		132,265
Corporate bonds	58,098		264		636		57,726
Total securities available for sale	$	737,141	$	2,871	$	14,175	$	725,837

The amortized cost and estimated fair value of available for sale (“AFS”) securities segregated by contractual maturity at June 30, 2019 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	$	275	$	276
Over 1 year to 5 years	42,015		42,878
Over 5 years to 10 years	61,672		62,668
Over 10 years	97,156		99,064
Total bonds and obligations	201,118		204,886
Mortgage-backed securities	540,200		543,674
Total securities available for sale	$	741,318	$	748,560

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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
(In thousands)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
June 30, 2019
Debt securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	230	$	6,510	$	2,348	$	119,451	$	2,578	$	125,961
US Government agency	5		3,160		378		26,316		383		29,476
Private label	221		19,729		4		40		225		19,769
Obligations of states and political subdivisions thereof	—		—		306		12,086		306		12,086
Corporate bonds	109		10,012		147		2,122		256		12,134
Total securities available for sale	$	565	$	39,411	$	3,183	$	160,015	$	3,748	$	199,426

December 31, 2018
Debt securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	155	$	19,367	$	9,289	$	297,569	$	9,444	$	316,936
US Government agency	16		2,570		1,919		68,266		1,935		70,836
Private label	79		10,393		5		47		84		10,440
Obligations of states and political subdivisions thereof	43		6,784		2,033		47,930		2,076		54,714
Corporate bonds	224		11,759		412		14,460		636		26,219
Total securities available for sale	$	517	$	50,873	$	13,658	$	428,272	$	14,175	$	479,145

Securities Impairment: As a part of the Company’s ongoing security monitoring process, the Company identifies securities in an unrealized loss position that could potentially be other-than-temporarily impaired. For the three and six months ended June 30, 2019 and 2018 the Company did not record any other-than-temporary impairment (“OTTI”) losses.



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Estimated credit losses as of prior year-end	$	1,697	$	1,697	$	1,697	$	1,697
Reductions for securities paid off during the period	—		—		—		—
Estimated credit losses at end of the period	$	1,697	$	1,697	$	1,697	$	1,697

The Company expects to recover its amortized cost basis on all securities in its AFS portfolio. Furthermore, the Company does not intend to sell nor does it anticipate that it will be required to sell any of its securities in an unrealized loss position as of June 30, 2019, prior to this recovery. The Company’s ability and intent to hold these securities until recovery is supported by the Company’s strong capital and liquidity positions as well as its historically low portfolio turnover.

Table of Contents

The following summarizes, by investment security type, the basis for the conclusion that securities in an unrealized loss position were not other-than-temporarily impaired at June 30, 2019:

US Government-sponsored enterprises

249 out of the total 752 securities in the Company’s portfolios of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 2.0% of the amortized cost of securities in unrealized loss positions. The FNMA and FHLMC guarantee the contractual cash flows of all of the Company’s US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

US Government agency

57 out of the total 196 securities in the Company’s portfolios of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 1.3% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association (“GNMA”) guarantees the contractual cash flows of all of the Company’s US Government agency securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

Private label

Seven of the total 20 securities in the Company’s portfolio of AFS private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 1.1% of the amortized cost of securities in unrealized loss positions. Based upon the expectation that the Company will receive all of the future contractual cash flows related to the amortized cost on these securities, the Company does not consider there to be any additional other-than-temporary impairment with respect to these securities.

Obligations of states and political subdivisions thereof

20 of the total 239 securities in the Company’s portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 2.5% of the amortized cost of securities in unrealized loss positions. The Company continually monitors the municipal bond sector of the market carefully and periodically evaluates the appropriate level of exposure to the market. At this time, the Company feels the bonds in this portfolio carry minimal risk of default and the Company is appropriately compensated for the risk. There were no material underlying credit downgrades during the quarter. All securities are performing.

Corporate bonds

Five out of the total 27 securities in the Company’s portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents 2.1% of the amortized cost of bonds in unrealized loss positions. The Company reviews 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.

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NOTE 3. LOANS

The Company’s loan portfolio is comprised of the following segments: commercial real estate, commercial and industrial, residential real estate, and consumer loans. Commercial real estate loans include multi-family, commercial construction and land development, and other commercial real estate classes. Commercial and industrial loans include loans to commercial and agricultural businesses and tax exempt entities. Residential real estate loans consist of mortgages for 1-to-4 family housing. Consumer loans include home equity loans, auto and other installment loans.

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

Total loans include business activity loans and acquired loans. Acquired loans are those loans previously acquired from other institutions. The following is a summary of total loans:



	June 30, 2019						December 31, 2018
(in thousands)	Business Activities Loans		Acquired Loans		Total		Business Activities Loans		Acquired Loans		Total
Commercial real estate:
Construction and land development	$	33,524	$	2,858	$	36,382	$	23,754	$	2,890	$	26,644
Other commercial real estate	615,743		229,354		845,097		555,980		244,075		800,055
Total commercial real estate	649,267		232,212		881,479		579,734		246,965		826,699

Commercial and industrial:
Commercial	244,515		45,867		290,382		234,757		52,470		287,227
Agricultural	21,647		—		21,647		22,317		—		22,317
Tax exempt	67,374		37,322		104,696		56,588		38,738		95,326
Total commercial and industrial	333,536		83,189		416,725		313,662		91,208		404,870

Total commercial loans	982,803		315,401		1,298,204		893,396		338,173		1,231,569

Residential real estate:
Residential mortgages	731,443		436,316		1,167,759		670,189		474,509		1,144,698
Total residential real estate	731,443		436,316		1,167,759		670,189		474,509		1,144,698

Consumer:
Home equity	60,323		40,135		100,458		57,898		45,291		103,189
Other consumer	10,678		1,139		11,817		9,414		1,357		10,771
Total consumer	71,001		41,274		112,275		67,312		46,648		113,960

Total loans	$	1,785,247	$	792,991	$	2,578,238	$	1,630,897	$	859,330	$	2,490,227

The carrying amount of the acquired loans at June 30, 2019 totaled $793.0 million. A subset of these loans was determined to have evidence of credit deterioration at acquisition date, which is accounted for in accordance with ASC 310-30. These purchased credit-impaired loans presently maintain a carrying value of $10.1 million (and total note balances of $13.5 million). These loans are evaluated for impairment through the periodic reforecasting of expected cash flows. Acquired loans considered not impaired at the acquisition date had a carrying amount of $782.9 million as of June 30, 2019.

Table of Contents

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



	Three Months Ended June 30,
(in thousands)	2019			2018
Balance at beginning of period	$	4,150		$	3,347
Reclassification from non-accretable difference for loans with improved (decreased) cash flows	402			(153		)
Accretion	(357		)	(387		)
Balance at end of period	$	4,195		$	2,807

	Six Months Ended June 30,
(in thousands)	2019			2018
Balance at beginning of period	$	4,377		$	3,509
Reclassification from non-accretable difference for loans with improved cash flows	624			46
Accretion	(806		)	(748		)
Balance at end of period	$	4,195		$	2,807

The following is a summary of past due loans at June 30, 2019 and December 31, 2018:

Business Activities Loans



(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans		Past Due > 90 days and Accruing
June 30, 2019
Commercial real estate:
Construction and land development	$	73	$	—	$	—	$	73	$	33,451	$	33,524	$	—
Other commercial real estate	958		831		5,256		7,045		608,698		615,743		—
Total commercial real estate	1,031		831		5,256		7,118		642,149		649,267		—

Commercial and industrial:
Commercial	144		385		600		1,129		243,386		244,515		—
Agricultural	167		—		25		192		21,455		21,647		—
Tax exempt	—		—		—		—		67,374		67,374		—
Total commercial and industrial	311		385		625		1,321		332,215		333,536		—

Total commercial loans	1,342		1,216		5,881		8,439		974,364		982,803		—

Residential real estate:
Residential mortgages	1,194		233		1,744		3,171		728,272		731,443		124
Total residential real estate	1,194		233		1,744		3,171		728,272		731,443		124

Consumer:
Home equity	253		72		349		674		59,649		60,323		—
Other consumer	19		7		—		26		10,652		10,678		—
Total consumer	272		79		349		700		70,301		71,001		—

Total loans	$	2,808	$	1,528	$	7,974	$	12,310	$	1,772,937	$	1,785,247	$	124

Table of Contents

Acquired Loans



(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Acquired Credit Impaired		Total Loans		Past Due > 90 days and Accruing
June 30, 2019
Commercial real estate:
Construction and land development	$	—	$	—	$	—	$	—	$	181	$	2,858	$	—
Other commercial real estate	810		63		258		1,131		6,209		229,354		—
Total commercial real estate	810		63		258		1,131		6,390		232,212		—

Commercial and industrial:
Commercial	98		36		455		589		509		45,867		—
Agricultural	—		—		—		—		—		—		—
Tax exempt	—		—		—		—		—		37,322		—
Total commercial and industrial	98		36		455		589		509		83,189		—

Total commercial loans	908		99		713		1,720		6,899		315,401		—

Residential real estate:
Residential mortgages	1,014		735		562		2,311		3,152		436,316		—
Total residential real estate	1,014		735		562		2,311		3,152		436,316		—

Consumer:
Home equity	312		43		16		371		20		40,135		—
Other consumer	—		—		—		—		—		1,139		—
Total consumer	312		43		16		371		20		41,274		—

Total loans	$	2,234	$	877	$	1,291	$	4,402	$	10,071	$	792,991	$	—

Table of Contents

Business Activities Loans



(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Current		Total Loans		Past Due > 90 days and Accruing
December 31, 2018
Commercial real estate:
Construction and land development	$	—	$	—	$	—	$	—	$	23,754	$	23,754	$	—
Other commercial real estate	1,146		—		6,725		7,871		548,109		555,980		—
Total commercial real estate	1,146		—		6,725		7,871		571,863		579,734		—

Commercial and industrial:
Commercial	395		60		402		857		233,900		234,757		50
Agricultural	65		6		25		96		22,221		22,317		—
Tax exempt	—		—		—		—		56,588		56,588		—
Total commercial and industrial	460		66		427		953		312,709		313,662		50

Total commercial loans	1,606		66		7,152		8,824		884,572		893,396		50

Residential real estate:
Residential mortgages	3,565		641		1,309		5,515		664,674		670,189		—
Total residential real estate	3,565		641		1,309		5,515		664,674		670,189		—

Consumer:
Home equity	72		—		—		72		57,826		57,898		—
Other consumer	17		—		11		28		9,386		9,414		—
Total consumer	89		—		11		100		67,212		67,312		—

Total loans	$	5,260	$	707	$	8,472	$	14,439	$	1,616,458	$	1,630,897	$	50

Table of Contents

Acquired Loans



(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater Past Due		Total Past Due		Acquired Credit Impaired		Total Loans		Past Due > 90 days and Accruing
December 31, 2018
Commercial real estate:
Construction and land development	$	—	$	—	$	—	$	—	$	164	$	2,890	$	—
Other commercial real estate	631		99		211		941		6,143		244,075		—
Total commercial real estate	631		99		211		941		6,307		246,965		—

Commercial and industrial:
Commercial	149		26		494		669		679		52,470		—
Agricultural	—		—		—		—		—		—		—
Tax exempt	—		—		—		—		—		38,738		—
Total commercial and industrial	149		26		494		669		679		91,208		—

Total commercial loans	780		125		705		1,610		6,986		338,173		—

Residential real estate:
Residential mortgages	3,419		254		1,792		5,465		3,095		474,509		—
Total residential real estate	3,419		254		1,792		5,465		3,095		474,509		—

Consumer:
Home equity	198		—		66		264		22		45,291		7
Other consumer	17		—		—		17		3		1,357		189
Total consumer	215		—		66		281		25		46,648		196

Total loans	$	4,414	$	379	$	2,563	$	7,356	$	10,106	$	859,330	$	196

Table of Contents

Non-Accrual Loans

The following is summary information pertaining to non-accrual loans at June 30, 2019 and December 31, 2018:



	June 30, 2019						December 31, 2018
(in thousands)	Business Activities Loans		Acquired Loans		Total		Business Activities Loans		Acquired Loans		Total
Commercial real estate:
Construction and land development	$	1	$	—	$	1	$	1	$	—	$	1
Other commercial real estate	6,698		349		7,047		7,873		282		8,155
Total commercial real estate	6,699		349		7,048		7,874		282		8,156

Commercial and industrial:
Commercial	1,254		584		1,838		1,423		643		2,066
Agricultural	243		—		243		265		—		265
Tax exempt	—		—		—		—		—		—
Total commercial and industrial	1,497		584		2,081		1,688		643		2,331

Total commercial loans	8,196		933		9,129		9,562		925		10,487

Residential real estate:
Residential mortgages	4,023		1,942		5,965		4,213		2,997		7,210
Total residential real estate	4,023		1,942		5,965		4,213		2,997		7,210

Consumer:
Home equity	585		194		779		246		201		447
Other consumer	82		—		82		90		1		91
Total consumer	667		194		861		336		202		538

Total loans	$	12,886	$	3,069	$	15,955	$	14,111	$	4,124	$	18,235

Table of Contents

Loans evaluated for impairment as of June 30, 2019 and December 31, 2018 are, as follows:

Business Activities Loans



(in thousands)	Commercial real estate		Commercial and industrial		Residential real estate		Consumer		Total
June 30, 2019
Balance at end of period
Individually evaluated for impairment	$	8,737	$	1,385	$	2,669	$	13	$	12,804
Collectively evaluated	640,530		332,151		728,774		70,988		1,772,443
Total	$	649,267	$	333,536	$	731,443	$	71,001	$	1,785,247

Acquired Loans



(in thousands)	Commercial real estate		Commercial and industrial		Residential real estate		Consumer		Total
June 30, 2019
Balance at end of period
Individually evaluated for impairment	$	258	$	417	$	721	$	—	$	1,396
Purchased credit impaired	6,390		509		3,152		20		10,071
Collectively evaluated	225,564		82,263		432,443		41,254		781,524
Total	$	232,212	$	83,189	$	436,316	$	41,274	$	792,991

Business Activities Loans



(in thousands)	Commercial real estate		Commercial and industrial		Residential real estate		Consumer		Total
December 31, 2018
Balance at end of period
Individually evaluated for impairment	$	9,835	$	1,445	$	2,562	$	13	$	13,855
Collectively evaluated	569,899		312,217		667,627		67,299		1,617,042
Total	$	579,734	$	313,662	$	670,189	$	67,312	$	1,630,897

Acquired Loans



(in thousands)	Commercial real estate		Commercial and industrial		Residential real estate		Consumer		Total
December 31, 2018
Balance at end of period
Individually evaluated for impairment	$	188	$	426	$	744	$	—	$	1,358
Purchased credit impaired	6,307		679		3,095		25		10,106
Collectively evaluated	240,470		90,103		470,670		46,623		847,866
Total	$	246,965	$	91,208	$	474,509	$	46,648	$	859,330

Table of Contents

The following is a summary of impaired loans at June 30, 2019 and December 31, 2018:

Business Activities Loans



	June 30, 2019
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction and land development	$	—	$	—	$	—
Other commercial real estate	7,502		7,552		—
Commercial	975		1,032		—
Agricultural	—		—		—
Tax exempt loans	—		—		—
Residential real estate	2,099		2,246		—
Home equity	—		—		—
Other consumer	—		—		—

With an allowance recorded:
Construction and land development	$	1	$	1	$	1
Other commercial real estate	1,234		1,332		448
Commercial	410		438		39
Agricultural	—		—		—
Tax exempt loans	—		—		—
Residential real estate	570		597		75
Home equity	13		13		1
Other consumer	—		—		—

Total
Commercial real estate	$	8,737	$	8,885	$	449
Commercial and industrial	1,385		1,470		39
Residential real estate	2,669		2,843		75
Consumer	13		13		1
Total impaired loans	$	12,804	$	13,211	$	564

Table of Contents

Acquired Loans



	June 30, 2019
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction and land development	$	—	$	—	$	—
Other commercial real estate	188		187		—
Commercial	417		505		—
Agricultural	—		—		—
Tax exempt loans	—		—		—
Residential real estate	361		518		—
Home equity	—		—		—
Other consumer	—		—		—

With an allowance recorded:
Construction and land development	$	—	$	—	$	—
Other commercial real estate	70		71		12
Commercial	—		—		—
Agricultural	—		—		—
Tax exempt loans	—		—		—
Residential real estate	360		377		35
Home equity	—		—		—
Other consumer	—		—		—

Total
Commercial real estate	$	258	$	258	$	12
Commercial and industrial	417		505		—
Residential real estate	721		895		35
Consumer	—		—		—
Total impaired loans	$	1,396	$	1,658	$	47

Table of Contents

Business Activities Loans



	December 31, 2018
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction and land development	$	—	$	—	$	—
Other commercial real estate	8,209		8,301		—
Commercial	649		669		—
Agricultural	—		—		—
Tax exempt loans	—		—		—
Residential real estate	1,671		1,709		—
Home equity	—		—		—
Other consumer	—		—		—

With an allowance recorded:
Construction and land development	$	1	$	1	$	1
Other commercial real estate	1,625		1,660		421
Commercial	796		855		78
Agricultural	—		—		—
Tax exempt loans	—		—		—
Residential real estate	891		916		111
Home equity	13		13		—
Other consumer	—		—		—

Total
Commercial real estate	$	9,835	$	9,962	$	422
Commercial and industrial	1,445		1,524		78
Residential real estate	2,562		2,625		111
Consumer	13		13		—
Total impaired loans	$	13,855	$	14,124	$	611

Table of Contents

Acquired Loans



	December 31, 2018
(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance:
Construction and land development	$	—	$	—	$	—
Other commercial real estate	188		187		—
Commercial	426		510		—
Agricultural	—		—		—
Tax exempt	—		—		—
Residential mortgages	375		524		—
Home equity	—		—		—
Other consumer	—		—		—

With an allowance recorded:
Construction and land development	$	—	$	—	$	—
Other commercial real estate	—		—		—
Commercial	—		—		—
Agricultural	—		—		—
Tax exempt	—		—		—
Residential mortgages	369		379		41
Home equity	—		—		—
Other consumer	—		—		—

Total
Commercial real estate	$	188	$	187	$	—
Commercial and industrial	426		510		—
Residential real estate	744		903		41
Consumer	—		—		—
Total impaired loans	$	1,358	$	1,600	$	41

Table of Contents

The following is a summary of the average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2019 and 2018:

Business Activities Loans



	Three Months Ended June 30, 2019				Three Months Ended June 30, 2018
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction and land development	$	—	$	—	$	—	$	—
Other commercial real estate	7,499		20		6,519		9
Commercial	940		2		731		3
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	2,104		16		4,057		9
Home equity	—		—		303		—
Other consumer	—		—		—		—

With an allowance recorded:
Construction and land development	$	1	$	—	$	—	$	—
Other commercial real estate	1,396		—		1,328		—
Commercial	412		—		783		—
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	572		3		798		2
Home equity	13		—		—		—
Other consumer	—		—		—		—

Total
Commercial real estate	$	8,896	$	20	$	7,847	$	9
Commercial and industrial	1,352		2		1,514		3
Residential real estate	2,676		19		4,855		11
Consumer	13		—		303		—
Total impaired loans	$	12,937	$	41	$	14,519	$	23

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	Six Months Ended June 30, 2019				Six Months Ended June 30, 2018
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction and land development	$	—	$	—	$	—	$	—
Other commercial real estate	7,219		46		6,364		15
Commercial	931		3		680		5
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	2,113		31		4,063		19
Home equity	—		—		288		—
Other consumer	—		—		—		—

With an allowance recorded:
Construction and land development	$	3	$	—	$	—	$	—
Other commercial real estate	1,497		—		1,073		—
Commercial	417		—		647		—
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	534		5		696		5
Home equity	13		—		—		—
Other consumer	—		—		—		—

Total
Commercial real estate	$	8,719	$	46	$	7,437	$	15
Commercial and industrial	1,348		3		1,327		5
Residential real estate	2,647		36		4,759		24
Consumer	13		—		288		—
Total impaired loans	$	12,727	$	85	$	13,811	$	44

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Acquired Loans



	Three Months Ended June 30, 2019				Three Months Ended June 30, 2018
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction and land development	$	—	$	—	$	—	$	—
Other commercial real estate	187		—		230		—
Commercial	412		—		49		—
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	426		—		93		—
Home equity	—		—		—		—
Other consumer	—		—		—		—

With an allowance recorded:
Construction and land development	$	—	$	—	$	—	$	—
Other commercial real estate	71		—		—		—
Commercial	—		—		383		1
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	363		—		—		—
Home equity	—		—		—		—
Other consumer	—		—		—		—

Total
Commercial real estate	$	258	$	—	$	230	$	—
Commercial and industrial	412		—		432		1
Residential real estate	789		—		93		—
Consumer	—		—		—		—
Total impaired loans	$	1,459	$	—	$	755	$	1

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	Six Months Ended June 30, 2019				Six Months Ended June 30, 2018
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance:
Construction and land development	$	—	$	—	$	—	$	—
Other commercial real estate	157		—		230		1
Commercial	446		—		49		—
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	431		—		47		—
Home equity	—		—		—		—
Other consumer	—		—		—		—

With an allowance recorded:
Construction and land development	$	—	$	—	$	—	$	—
Other commercial real estate	36		—		—		—
Commercial	—		—		383		1
Agricultural	—		—		—		—
Tax exempt loans	—		—		—		—
Residential real estate	365		—		—		—
Home equity	—		—		—		—
Other consumer	—		—		—		—

Total
Commercial real estate	$	193	$	—	$	230	$	1
Commercial and industrial	446		—		432		1
Residential real estate	796		—		47		—
Consumer	—		—		—		—
Total impaired loans	$	1,435	$	—	$	709	$	2

Troubled Debt Restructuring Loans

The Company’s loan portfolio also includes certain loans that have been modified in a Troubled Debt Restructuring ("TDR"), where economic concessions have been granted to borrowers who have experienced or are expected to experience financial difficulties. These concessions typically result from the Company’s 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.

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The following tables include the recorded investment and number of modifications identified during the three and six months ended June 30, 2019 and 2018, respectively. The table includes the recorded investment in the loans prior to a modification and also the recorded investment in the loans after the loans were restructured. Modifications may include adjustments to interest rates, payment amounts, extensions of maturity, court ordered concessions or other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral.



	Three Months Ended June 30, 2019
(in thousands, except modifications)	Number of Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Other commercial real estate	2	$	186	$	177
Commercial	1	12		12
Residential mortgages	2	152		116
Total	5	$	350	$	305


	Three Months Ended June 30, 2018
(in thousands, except modifications)	Number of Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Other commercial real estate	5	$	1,641	$	1,390
Residential mortgages	7	1,091		1,060
Home equity	1	100		100
Other consumer	1	4		4
Total	14	$	2,836	$	2,554


	Six Months Ended June 30, 2019
(in thousands)	Number of Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Other commercial real estate	5	$	299	$	290
Other commercial	3	43		43
Residential mortgages	8	682		644
Total	16	$	1,024	$	977


	Six Months Ended June 30, 2018
(in thousands)	Number of Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings
Other commercial real estate	7	$	1,674	$	1,409
Other commercial	2	452		437
Agricultural	1	167		—
Residential mortgages	12	2,196		1,646
Home equity	1	100		100
Other consumer	2	5		5
Total	25	$	4,594	$	3,597

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The following tables summarize the types of loan concessions made for the periods presented:



	Three Months Ended June 30,
	2019			2018
(in thousands, except modifications)	Number of Modifications	Post-Modification Outstanding Recorded Investment		Number of Modifications	Post-Modification Outstanding Recorded Investment
Interest only payments and maturity concession	1	$	70	—	$	—
Forbearance	—	—		2	158
Forbearance and interest only payments	2	131		—	—
Forbearance and maturity concession	1	46		7	779
Restructure with maturity concession	—	—		4	1,334
Other	1	58		1	283
Total	5	$	305	14	$	2,554


	Six Months Ended June 30,
	2019			2018
(in thousands, except modifications)	Number of Modifications	Post-Modification Outstanding Recorded Investment		Number of Modifications	Post-Modification Outstanding Recorded Investment
Interest rate and maturity concession	—	$	—	1	$	17
Interest only payments and maturity concession	2	75		—	—
Amortization and maturity concession	4	275		—	—
Forbearance	1	77		2	158
Forbearance and interest only payments	4	243		3	51
Forbearance and maturity concession	4	249		12	1,331
Maturity concession	—	—		1	423
Restructure with maturity concession	—	—		4	1,334
Other	1	58		2	283
Total	16	$	977	25	$	3,597

For the three and six months ended June 30, 2019, there were no loans that were restructured that had subsequently defaulted during the period. The evaluation of certain loans individually for specific impairment includes loans that were previously classified as TDRs or continue to be classified as TDRs.

Foreclosure

As of June 30, 2019 and December 31, 2018, the Company maintained bank-owned residential real estate property with a fair value of $2.4 million. Additionally, residential mortgage loans collateralized by real estate property that are in the process of foreclosure as of June 30, 2019 and December 31, 2018 totaled $886 thousand and $1.5 million, respectively.

Mortgage Banking

Total residential loans included held for sale loans of $3.5 million and $168 thousand at June 30, 2019 and December 31, 2018, respectively.

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NOTE 4. ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level considered adequate to provide for an estimate of probable credit losses inherent in the loan portfolio. The allowance is increased by the provision charged to operating expense and reduced by net charge-offs. Loans are charged against the allowance for loan losses when the Company believes collectability has declined to a point where there is a distinct possibility of some loss of principal and interest. While the Company uses the best information available to make the evaluation, future adjustments may be necessary if there are significant changes in conditions.

The allowance is comprised of four distinct reserve components: (1) specific reserves related to loans individually evaluated; (2) quantitative reserves related to loans collectively evaluated; (3) qualitative reserves related to loans collectively evaluated; and (4) a temporal estimate is made for incurred loss emergence period for each loan category within the collectively evaluated pools.

A summary of the methodology employed on a quarterly basis with respect to each of these components in order to evaluate the overall adequacy of the Company's allowance for loan losses is as follows:

Specific Reserve for Loans Individually Evaluated

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

Purchase credit impaired (“PCI”) loans are collectively evaluated, but are not included in the general reserve as described below. The evaluation of the PCI loans requires continued quarterly assessment of key assumptions and estimates similar to the initial fair value estimate, including changes in the severity of loss, timing and speed of payments, collateral value changes, expected cash flows and other relevant factors. The quarterly assessment is compared to the initial fair value estimate and a determination is made if an adjustment to the allowance for loan loss is deemed necessary.

Quantitative Reserve for Loans Collectively Evaluated

Second, the Company stratifies the loan portfolio into two general business loan pools: substandard (7 risk-rated) and pass-rated (0 to 6 risk-rated) by loan type. Substandard rated loans are subject to higher credit loss rates in the allowance for loan loss calculation. The Company utilizes historical loss rates for commercial real estate and commercial and industrial loans assessed by internal risk rating. Historical loss rates on residential real estate and consumer loans are not risk graded. Residential real estate and consumer loans are considered as part of the pass-rated portfolio unless removed due to specific reserve evaluation based on past due status and/or other indications of credit deterioration. Quantitative reserves relative to each loan pool are established as follows: for all loan segments an allocation equaling 100% of the respective pool's average 3-year historical net loan charge-off rate (determined based upon the most recent 12 quarters) is applied to the aggregate recorded investment in the pool of loans. Purchased performing loans are collectively evaluated as their own separate category within each loan pool.

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Qualitative Reserve for Loans Collectively Evaluated

Third, the Company considers the necessity to adjust the average historical net loan charge-off rates relative to each of the above two loan pools for potential risks factors that could result in actual losses deviating from prior loss experience. Such qualitative risk factors considered are: (1) lending policies and procedures, (2) business conditions, (3) volume and nature of the loan portfolio, (4) experience, ability and depth of lending management, (5) problem loan trends, (6) quality of the Company’s loan review system, (7) concentrations in the loan portfolio, (8) competition, legal, and regulatory environment and (9) collateral coverage and loan-to-value.

Loss Emergence Period for Loans Collectively Evaluated

Fourth, the general allowance related to loans collectively evaluated includes an estimate of incurred losses over an estimated loss emergence period ("LEP"). The LEP is generated utilizing a charge-off look-back analysis, which evaluates the time from the first indication of elevated risk of repayment (or other early event indicating a problem) to eventual charge-off to support the LEP considered in the allowance calculation. This reserving methodology establishes the approximate number of months of LEP that represents incurred losses for each loan portfolio within each portfolio segment in addition to the qualitative reserves.

Activity in the allowance for loan losses for the three and six months ended June 30, 2019 and 2018 are, as follows:



Business Activities Loans	At or for the Three Months Ended June 30, 2019
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	6,575		$	2,778		$	3,953		$	396		$	13,702
Charged-off loans	—			(13		)	—			(22		)	(35		)
Recoveries on charged-off loans	114			1			—			2			117
(Releases) provision for loan losses	517			(18		)	(11		)	18			506
Balance at end of period	$	7,206		$	2,748		$	3,942		$	394		$	14,290
Individually evaluated for impairment	449			39			75			1			564
Collectively evaluated	6,757			2,709			3,867			393			13,726
Total	$	7,206		$	2,748		$	3,942		$	394		$	14,290


Business Activities Loans	At or for the Six Months Ended June 30, 2019
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	6,811		$	2,380		$	3,982		$	408		$	13,581
Charged-off loans	(57		)	(13		)	—			(75		)	(145		)
Recoveries on charged-off loans	130			1			18			6			155
(Releases) provision for loan losses	322			380			(58		)	55			699
Balance at end of period	$	7,206		$	2,748		$	3,942		$	394		$	14,290
Individually evaluated for impairment	449			39			75			1			564
Collectively evaluated	6,757			2,709			3,867			393			13,726
Total	$	7,206		$	2,748		$	3,942		$	394		$	14,290

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Acquired Loans	At or for the Three Months Ended June 30, 2019
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	161		$	29		$	105		$	—		$	295
Charged-off loans	—			—			(65		)	(4		)	(69		)
Recoveries on charged-off loans	—			—			—			—			—
(Releases) provision for loan losses	(2		)	(7		)	61			4			56
Balance at end of period	$	159		$	22		$	101		$	—		$	282
Individually evaluated for impairment	12			—			35			—			47
Collectively evaluated	147			22			66			—			235
Total	$	159		$	22		$	101		$	—		$	282


Acquired Loans	At or for the Six Months Ended June 30, 2019
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	173		$	35		$	77		$	—		$	285
Charged-off loans	—			(15		)	(170		)	(5		)	(190		)
Recoveries on charged-off loans	—			—			—			—			—
(Releases) provision for loan losses	(14		)	2			194			5			187
Balance at end of period	$	159		$	22		$	101		$	—		$	282
Individually evaluated for impairment	12			—			35			—			47
Collectively evaluated	147			22			66			—			235
Total	$	159		$	22		$	101		$	—		$	282



Business Activities Loans	At or for the Three Months Ended June 30, 2018
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate		Consumer			Total
Balance at beginning of period	$	5,998		$	2,612		$	3,304	$	500		$	12,414
Charged-off loans	(156		)	(27		)	—		(216		)	(399		)
Recoveries on charged-off loans	46			4			—		2			52
Provision (releases) for loan losses	479			(80		)	150		107			656
Balance at end of period	$	6,367		$	2,509		$	3,454	$	393		$	12,723
Individually evaluated for impairment	682			34			80		—			796
Collectively evaluated	5,685			2,475			3,374		393			11,927
Total	$	6,367		$	2,509		$	3,454	$	393		$	12,723


Business Activities Loans	At or for the Six Months Ended June 30, 2018
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate		Consumer			Total
Balance at beginning of period	$	6,037		$	2,373		$	3,357	$	386		$	12,153
Charged-off loans	(156		)	(111		)	—		(386		)	(653		)
Recoveries on charged-off loans	61			6			1		4			72
Provision for loan losses	425			241			96		389			1,151
Balance at end of period	$	6,367		$	2,509		$	3,454	$	393		$	12,723
Individually evaluated for impairment	682			34			80		—			796
Collectively evaluated	5,685			2,475			3,374		393			11,927
Total	$	6,367		$	2,509		$	3,454	$	393		$	12,723

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Acquired Loans	At or for the Three Months Ended June 30, 2018
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	83		$	124		$	58		$	—		$	265
Charged-off loans	—			(37		)	(64		)	(17		)	(118		)
Recoveries on charged-off loans	18			6			—			82			106
Provision (releases) for loan losses	99			(11		)	91			(65		)	114
Balance at end of period	$	200		$	82		$	85		$	—		$	367
Individually evaluated for impairment	—			77			—			—			77
Collectively evaluated	200			5			85			—			290
Total	$	200		$	82		$	85		$	—		$	367


Acquired Loans	At or for the Six Months Ended June 30, 2018
(in thousands)	Commercial real estate			Commercial and industrial			Residential real estate			Consumer			Total
Balance at beginning of period	$	97		$	16		$	59		$	—		$	172
Charged-off loans	(106		)	(95		)	(64		)	(60		)	(325		)
Recoveries on charged-off loans	18			6			—			82			106
Provision (releases) for loan losses	191			155			90			(22		)	414
Balance at end of period	$	200		$	82		$	85		$	—		$	367
Individually evaluated for impairment	—			77			—			—			77
Collectively evaluated	200			5			85			—			290
Total	$	200		$	82		$	85		$	—		$	367

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

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

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

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

Special Mention: Loans the Company considers 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

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over collateral; or (iv) failure to obtain proper documentation or any other deviations from prudent lending practices. Economic or market conditions which may, in the future, affect the obligor may warrant special mention of the asset. Loans for which an adverse trend in the borrower's operations or an imbalanced position in the balance sheet which has not reached a point where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose the Company to sufficient risks to warrant classification.

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

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

The following tables present the Company’s loans by risk rating at June 30, 2019 and December 31, 2018:

Business Activities Loans

Commercial Real Estate

Credit Risk Profile by Creditworthiness Category



	Construction and land development				Commercial real estate other				Total commercial real estate
(in thousands)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Grade:
Pass	$	33,450	$	23,680	$	589,926	$	532,386	$	623,376	$	556,066
Special mention	73		73		11,959		8,319		12,032		8,392
Substandard	—		—		12,337		13,914		12,337		13,914
Doubtful	1		1		1,521		1,361		1,522		1,362
Total	$	33,524	$	23,754	$	615,743	$	555,980	$	649,267	$	579,734

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Commercial and Industrial

Credit Risk Profile by Creditworthiness Category



	Commercial				Agricultural				Tax exempt loans				Total commercial and industrial
(in thousands)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Grade:
Pass	$	225,251	$	226,353	$	20,905	$	21,680	$	67,374	$	56,588	$	313,530	$	304,621
Special mention	13,512		6,730		358		215		—		—		13,870		6,945
Substandard	5,037		924		384		422		—		—		5,421		1,346
Doubtful	715		750		—		—		—		—		715		750
Total	$	244,515	$	234,757	$	21,647	$	22,317	$	67,374	$	56,588	$	333,536	$	313,662

Residential Real Estate and Consumer Loans

Credit Risk Profile Based on Payment Activity



	Residential real estate				Home equity				Other consumer				Total residential real estate and consumer
(in thousands)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Performing	$	727,420	$	665,976	$	59,738	$	57,652	$	10,596	$	9,324	$	797,754	$	732,952
Nonperforming	4,023		4,213		585		246		82		90		4,690		4,549
Total	$	731,443	$	670,189	$	60,323	$	57,898	$	10,678	$	9,414	$	802,444	$	737,501

Acquired Loans

Commercial Real Estate

Credit Risk Profile by Creditworthiness Category



	Commercial construction and land development				Commercial real estate other				Total commercial real estate
(in thousands)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Grade:
Pass	$	2,579	$	2,626	$	220,959	$	236,393	$	223,538	$	239,019
Special mention	—		—		1,964		1,574		1,964		1,574
Substandard	279		264		6,263		6,009		6,542		6,273
Doubtful	—		—		168		99		168		99
Total	$	2,858	$	2,890	$	229,354	$	244,075	$	232,212	$	246,965

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Commercial and Industrial

Credit Risk Profile by Creditworthiness Category



	Commercial				Agricultural				Tax exempt loans				Total commercial and industrial
(in thousands)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Grade:
Pass	$	38,554	$	46,120	$	—	$	—	$	37,322	$	38,738	$	75,876	$	84,858
Special mention	5,819		4,825		—		—		—		—		5,819		4,825
Substandard	1,153		1,222		—		—		—		—		1,153		1,222
Doubtful	341		303		—		—		—		—		341		303
Total	$	45,867	$	52,470	$	—	$	—	$	37,322	$	38,738	$	83,189	$	91,208

Residential Real Estate and Consumer Loans

Credit Risk Profile Based on Payment Activity



	Residential real estate				Home equity				Other consumer				Total residential real estate and consumer
(in thousands)	Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018		Jun 30, 2019		Dec 31, 2018
Performing	$	433,244	$	470,497	$	39,941	$	45,090	$	1,139	$	1,356	$	474,324	$	516,943
Nonperforming	3,072		4,012		194		201		—		1		3,266		4,214
Total	$	436,316	$	474,509	$	40,135	$	45,291	$	1,139	$	1,357	$	477,590	$	521,157

The following table summarizes total classified and criticized loans as of June 30, 2019 and December 31, 2018:



	June 30, 2019						December 31, 2018
(in thousands)	Business Activities Loans		Acquired Loans		Total		Business Activities Loans		Acquired Loans		Total
Non-accrual	$	12,886	$	3,069	$	15,955	$	14,111	$	4,124	$	18,235
Substandard accruing	11,799		8,401		20,200		7,810		7,987		15,797
Doubtful accruing	—		—		—		—		—		—
Total classified	24,685		11,470		36,155		21,921		12,111		34,032
Special mention	25,902		7,783		33,685		15,337		6,399		21,736
Total Criticized	$	50,587	$	19,253	$	69,840	$	37,258	$	18,510	$	55,768

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NOTE 5. BORROWED FUNDS

Borrowed funds at June 30, 2019 and December 31, 2018 are summarized, as follows:



	June 30, 2019				December 31, 2018
(dollars in thousands)	Carrying Value		Weighted Average Rate		Carrying Value		Weighted Average Rate
Short-term borrowings
Advances from the FHLB	$	549,168	2.42	%	$	611,683	2.47	%
Other borrowings	36,940		1.48		36,211		1.09
Total short-term borrowings	586,108		2.37		647,894		2.39
Long-term borrowings
Advances from the FHLB	146,976		2.32		32,929		1.86
Subordinated borrowings	37,943		5.84		37,973		5.58
Junior subordinated borrowings	5,000		5.99		5,000		5.96
Total long-term borrowings	189,919		3.12		75,902		3.99
Total	$	776,027	2.55	%	$	723,796	2.56	%

Short-term debt includes Federal Home Loan Bank of Boston (“FHLB”) advances with a maturity of less than one year. The Company also maintains 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, 2019 and December 31, 2018.

The Company has 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, 2019, the Company’s available secured line of credit at the FRB was $112.9 million. The Company has 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, 2019 and December 31, 2018.

The Company maintains, with a correspondent bank, an unused unsecured federal funds line of credit that has an aggregate overnight borrowing capacity of $50 million as of June 30, 2019 and December 31, 2018. There was no outstanding balance on the line of credit as of June 30, 2019 and December 31, 2018.

Long-term FHLB advances consist of advances with a maturity of more than one year. The advances outstanding at June 30, 2019 and December 31, 2018 include no callable advances and $330 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, 2019 is, as follows:



	June 30, 2019
(in thousands, except rates)	Carrying Value		Weighted Average Rate
Fixed rate advances maturing:
2019	$	524,195	2.46	%
2020	54,973		2.12
2021	1,655		1.90
2022	114,000		2.31
2023	1,000		—
2024 and thereafter	321		2.52
Total FHLB advances	$	696,144	2.40	%

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In April 2008, the Company issued fifteen year junior subordinated notes in the amount of $5.0 million. These debt securities qualify as Tier 2 capital for the Company and the Bank. The subordinated debt securities are callable by the Bank after five years without penalty. The interest rate is three-month LIBOR plus 3.45%. At June 30, 2019 and December 31, 2018 the interest rate was 5.86% and 6.24%, respectively.

The Company has $17.0 million of subordinated debt issued on October 29, 2014, in connection with the execution of a Subordinated Note Purchase Agreement with an aggregate of $17.0 million of subordinated notes (the “Notes”) to the accredited investors. The Notes have a maturity date of November 1, 2024, and will bear interest at a fixed rate of 6.75% per annum. The Company may, at its option, beginning with the interest payment date of November 1, 2019, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at par plus accrued and unpaid interest to the date of redemption. Any partial redemption will be made pro rata among all of the noteholders. The Notes are not subject to repayment at the option of the noteholders. The Notes are unsecured, subordinated obligations of the Company and rank junior in right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors.

The Company also has $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, 2014, carry a variable interest rate of 3-month LIBOR plus 2.79%, and mature in 2034. The debt is callable by the Company at the time when any interest payment is made. Trust II and Trust III are considered variable interest entities for which the Company is not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into the Company’s financial statements.

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NOTE 6. DEPOSITS

A summary of time deposits is, as follows:



(in thousands)	June 30, 2019		December 31, 2018
Time less than $100,000	$	694,523	$	622,478
Time $100,000 through $250,000	166,211		193,535
Time $250,000 or more	135,778		116,780
Total time deposits	$	996,512	$	932,793

At June 30, 2019 and December 31, 2018, the scheduled maturities by year for time deposits are, as follows:



(in thousands)	June 30, 2019		December 31, 2018
Within 1 year	$	557,749	$	505,313
Over 1 year to 2 years	332,976		258,176
Over 2 years to 3 years	62,246		123,337
Over 3 years to 4 years	20,508		14,494
Over 4 years to 5 years	22,773		31,353
Over 5 years	260		120
Total	$	996,512	$	932,793

Included in time deposits are brokered deposits of $599.0 million and $466.9 million at June 30, 2019 and December 31, 2018, respectively. Also included in time deposits are reciprocal deposits of $56.3 million and $52.4 million at June 30, 2019 and December 31, 2018, respectively.

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NOTE 7. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios are, as follows:



	June 30, 2019		Regulatory Minimum to be "Well Capitalized"		December 31, 2018		Regulatory Minimum to be "Well Capitalized"
Company (consolidated)
Total capital to risk-weighted assets	13.93	%	N/A		14.23	%	N/A
Common equity tier 1 capital to risk-weighted assets	11.57		N/A		11.80		N/A
Tier 1 capital to risk-weighted assets	12.42		N/A		12.68		N/A
Tier 1 capital to average assets	8.57		N/A		8.53		N/A

Bank
Total capital to risk-weighted assets	13.42	%	10.00	%	13.82	%	10.00	%
Common equity tier 1 capital to risk-weighted assets	12.60		6.50		12.99		6.50
Tier 1 capital to risk-weighted assets	12.60		8.00		12.99		8.00
Tier 1 capital to average assets	8.69		5.00		8.74		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 7.0%, a minimum Tier 1 risk-based capital ratio of 8.5% and a minimum Total risk-based capital ratio of 10.5%.

The final capital rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the minimum capital conservation buffer is not met.

At June 30, 2019, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered "well-capitalized" for regulatory purposes.

Accumulated other comprehensive income (loss)

Components of accumulated other comprehensive income (loss) is, as follows:



(in thousands)	June 30, 2019			December 31, 2018
Other accumulated comprehensive income (loss), before tax:
Net unrealized gain (loss) on AFS securities	$	7,242		$	(11,304	)
Net unrealized loss on effective cash flow hedging derivatives	(4,936		)	(2,934		)
Net unrealized loss on post-retirement plans	(1,162		)	(1,162		)

Income taxes related to items of accumulated other comprehensive (income) loss:
Net unrealized (gain) loss on AFS securities	(1,693		)	2,641
Net unrealized loss on effective cash flow hedging derivatives	1,154			685
Net unrealized loss on post-retirement plans	272			272
Accumulated other comprehensive income (loss)	$	877		$	(11,802	)

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The following table presents the components of other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018:



(in thousands)	Before Tax			Tax Effect			Net of Tax
Three Months Ended June 30, 2019
Net unrealized gain on AFS securities:
Net unrealized gain arising during the period	$	9,646		$	(2,255	)	$	7,391
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on AFS securities	9,646			(2,255		)	7,391

Net unrealized loss on cash flow hedging derivatives:
Net unrealized loss arising during the period	(1,157		)	271			(886		)
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized loss on cash flow hedging derivatives	(1,157		)	271			(886		)

Net unrealized gain on post-retirement plans:
Net unrealized gain arising during the period	—			—			—
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on post-retirement plans	—			—			—
Other comprehensive income	$	8,489		$	(1,984	)	$	6,505

Three Months Ended June 30, 2018
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(3,087	)	$	731		$	(2,356	)
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized loss on AFS securities	(3,087		)	731			(2,356		)

Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period	226			(54		)	172
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on cash flow hedging derivatives	226			(54		)	172

Net unrealized gain on post-retirement plans:
Net unrealized gain arising during the period	—			—			—
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on post-retirement plans	—			—			—
Other comprehensive loss	$	(2,861	)	$	677		$	(2,184	)

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(in thousands)	Before Tax			Tax Effect			Net of Tax
Six Months Ended June 30, 2019
Net unrealized gain on AFS securities:
Net unrealized gain arising during the period	$	18,546		$	(4,334	)	$	14,212
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on AFS securities	18,546			(4,334		)	14,212

Net unrealized loss on derivative hedges:
Net unrealized loss arising during the period	(2,002		)	469			(1,533		)
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized loss on derivative hedges	(2,002		)	469			(1,533		)

Net unrealized gain on post-retirement plans:
Net unrealized gain arising during the period	—			—			—
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on post-retirement plans	—			—			—
Other comprehensive income	$	16,544		$	(3,865	)	$	12,679

Six Months Ended June 30, 2018
Net unrealized loss on AFS securities:
Net unrealized loss arising during the period	$	(13,789	)	$	3,274		$	(10,515	)
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized loss on AFS securities	(13,789		)	3,274			(10,515		)

Net unrealized gain on cash flow hedging derivatives:
Net unrealized gain arising during the period	880			(209		)	671
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on cash flow hedging derivatives	880			(209		)	671

Net unrealized gain on post-retirement plans:
Net unrealized gain arising during the period	41			(10		)	31
Less: reclassification adjustment for gains (losses) realized in net income	—			—			—
Net unrealized gain on post-retirement plans	41			(10		)	31
Other comprehensive loss	$	(12,868	)	$	3,055		$	(9,813	)

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The following table presents the changes in each component of accumulated other comprehensive income (loss), for the three and six months ended June 30, 2019 and 2018:



(in thousands)	Net unrealized (loss) gain on AFS Securities			Net loss on effective cash flow hedging derivatives			Net unrealized loss on pension plans			Total
Three Months Ended June 30, 2019
Balance at beginning of period	$	(1,844	)	$	(2,896	)	$	(888	)	$	(5,628	)
Other comprehensive gain (loss) before reclassifications	7,391			(886		)	—			6,505
Less: amounts reclassified from accumulated other comprehensive income	—			—			—			—
Total other comprehensive income (loss)	7,391			(886		)	—			6,505
Balance at end of period	$	5,547		$	(3,782	)	$	(888	)	$	877

Three Months Ended June 30, 2018
Balance at beginning of period	$	(10,239	)	$	(2,236	)	$	(688	)	$	(13,163	)
Other comprehensive (loss) gain before reclassifications	(2,356		)	172			—			(2,184		)
Less: amounts reclassified from accumulated other comprehensive income	—			—			—			—
Total other comprehensive (loss) income	(2,356		)	172			—			(2,184		)
Balance at end of period	$	(12,595	)	$	(2,064	)	$	(688	)	$	(15,347	)

Six Months Ended June 30, 2019
Balance at beginning of period	$	(8,665	)	$	(2,249	)	$	(888	)	$	(11,802	)
Other comprehensive gain (loss) before reclassifications	14,212			(1,533		)	—			12,679
Less: amounts reclassified from accumulated other comprehensive income	—			—			—			—
Total other comprehensive income (loss)	14,212			(1,533		)	—			12,679
Balance at end of period	$	5,547		$	(3,782	)	$	(888	)	$	877

Six Months Ended June 30, 2018
Balance at beginning of period	$	(1,713	)	$	(2,250	)	$	(591	)	$	(4,554	)
Other comprehensive (loss) gain before reclassifications	(10,515		)	671			31			(9,813		)
Less: amounts reclassified from accumulated other comprehensive income	—			—			—			—
Total other comprehensive (loss) income	(10,515		)	671			31			(9,813		)
Less: amounts reclassified from accumulated other comprehensive income for ASU 2018-02	(367		)	(485		)	(128		)	(980		)
Balance at end of period	$	(12,595	)	$	(2,064	)	$	(688	)	$	(15,347	)

The Company did not have any reclassifications from any component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018.

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NOTE 8. EARNINGS PER SHARE

The following table presents the calculation of earnings per share:



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share and share data)	2019		2018		2019		2018
Net income	$	6,117	$	8,535	$	13,398	$	16,347

Average number of basic common shares outstanding	15,538,282		15,482,188		15,530,893		15,465,357
Plus: dilutive effect of stock options and awards outstanding ⁽¹⁾	47,299		89,263		51,340		94,614
Average number of diluted common shares outstanding ⁽¹⁾	15,585,581		15,571,451		15,582,233		15,559,971

Anti-dilutive options excluded from earnings calculation	—		3,173		—		19,488

Earnings per share:
Basic	$	0.39	$	0.55	$	0.86	$	1.06
Diluted	$	0.39	$	0.55	$	0.86	$	1.05

_____________________________________

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

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NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As part of its overall asset and liability management strategy, the Company periodically uses derivative instruments to minimize significant unplanned fluctuations in earnings and cash flows caused by interest rate volatility. The Company’s 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.

The Company recognizes its derivative instruments on the consolidated balance sheet at fair value. On the date the derivative instrument is entered into, the Company designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The Company formally documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items.

Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss. The Company discontinues hedge accounting when it is determined the derivative is no longer effective in offsetting changes of the hedged risk on the hedged item, or management determines the designation of the derivative as a hedging instrument is no longer appropriate.

The following tables present information about derivative assets and liabilities at June 30, 2019 and December 31, 2018:



	June 30, 2019
	Notional Amount		Weighted Average Maturity	Estimated Fair Value Asset (Liability)
	(in thousands)		(in years)	(in thousands)
Cash flow hedges:
Interest rate cap agreements	$	90,000	3.6	$	174
Interest rate swap on deposits	50,000		4.8	(1,710		)
Total cash flow hedges	140,000			(1,536		)

Economic hedges:
Forward sale commitments	3,561		0.1	(30		)
Total economic hedges	3,561			(30		)

Non-hedging derivatives:
Interest rate lock commitments	8,082		0.1	71
Customer loan derivative liability	130,245		9.2	(6,887		)
Customer loan derivative asset	130,245		9.2	6,887
Total non-hedging derivatives	268,572			71

Total	$	412,133		$	(1,495	)

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	December 31, 2018
	Notional Amount		Weighted Average Maturity	Estimated Fair Value Asset (Liability)
	(in thousands)		(in years)	(in thousands)
Cash flow hedges:
Interest rate cap agreements	$	90,000	4.1	$	803
Total cash flow hedges	90,000			803

Non-hedging derivatives:
Interest rate lock commitments	957		0.1	8
Customer loan derivative liability	45,641		9.9	(1,353		)
Customer loan derivative asset	45,641		9.9	1,353
Total non-hedging derivatives	92,239			8

Total	$	182,239		$	811

Information about derivative assets and liabilities for the three and six months ended June 30, 2019 and 2018 is, as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2019			2018			2019			2018
Cash flow hedges:
Interest rate cap agreements
Realized gain (loss) in interest expense	$	(174	)	$	(122	)	$	(337	)	$	(230	)

Economic hedges:
Forward commitments
Realized (loss) gain in other non-interest income	35			(23		)	(30		)	147

Non-hedging derivatives:
Interest rate lock commitments
Realized gain in other non-interest income	57			1			63			9

Cash flow hedges

Interest rate cap agreements

In 2014, interest rate cap agreements were purchased to limit the Company’s exposure to rising interest rates on four rolling, three-month borrowings indexed to three-month LIBOR. Under the terms of the agreements, the Company paid total premiums of $4.6 million for the right to receive cash flow payments if three-month LIBOR rises above the caps of 3.00%, thus effectively ensuring interest expense on the borrowings at maximum rates of 3.00% for the duration of the agreements. The interest rate cap agreements were designated as cash flow hedges. The fair values of the interest rate cap agreements are included in other assets on the Company’s consolidated balance sheets. Changes in the fair value, representing unrealized gains or losses, are recorded in accumulated other comprehensive income, net of tax. The premiums paid on the interest rate cap agreements are being recognized as increases in interest expense over the duration of the agreements using the caplet method.

Interest rate swap on deposits

In March 2019, the Company entered into an interest rate swap on brokered deposits (the "SWAP") to limit its exposure to rising interest rates over a five year term. Under the terms of the agreement, the Company pays a fixed rate of 2.461% for a notional amount of $50.0 million, and the financial institution counterparty pays interest on the three-

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month LIBOR rate. The Company designated the SWAP as a cash flow hedge and the fair value is included in other liabilities on the Company's consolidated balance sheets. Changes in the fair value, representing unrealized gains or losses, are recorded in accumulated other comprehensive income, net of tax.

Economic hedges

The Company utilizes forward sale commitments to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives with changes in fair value recorded in current period earnings. The Company typically uses mandatory delivery contracts, which are loan sale agreements where the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, the Company may enter into mandatory delivery contracts shortly after the loan closes with a customer.

Non-hedging derivatives

Interest rate lock commitments

The Company enters into interest rate lock commitments (“IRLCs”) for residential mortgage loans, which commit the Company 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 held for sale are considered as derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose the Company to the risk that the market 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 the Company’s consolidated statements of income. Changes in the fair value of IRLCs subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and 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.

Customer loan derivatives

The Company enters into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. The Company mitigates this risk by entering into equal and offsetting loan swap agreements with highly rated third-party financial institutions. The loan swap agreements are free-standing derivatives and are recorded at fair value in the Company's consolidated balance sheet. The Company is party to master netting arrangements with its financial institutional counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all loan swap agreements, as well as collateral or cash funds, in the event of default on, or termination of, any one contract. Collateral is provided by cash or securities received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds. Currently, the Company has posted cash of $5.7 million with the counterparty.

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NOTE 10. FAIR VALUE MEASUREMENTS

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

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:



	June 30, 2019
(in thousands)	Level 1 Inputs		Level 2 Inputs			Level 3 Inputs			Total Fair Value
Available for sale securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	—	$	403,528		$	—		$	403,528
US Government agency	—		119,985			—			119,985
Private label	—		20,161			—			20,161
Obligations of states and political subdivisions thereof	—		127,078			—			127,078
Corporate bonds	—		77,808			—			77,808
Derivative assets	—		7,061			71			7,132
Derivative liabilities	—		(8,597		)	(30		)	(8,627		)



	December 31, 2018
(in thousands)	Level 1 Inputs		Level 2 Inputs			Level 3 Inputs		Total Fair Value
Available for sale securities:
Mortgage-backed securities:
US Government-sponsored enterprises	$	—	$	404,952		$	—	$	404,952
US Government agency	—		110,512			—		110,512
Private label	—		20,382			—		20,382
Obligations of states and political subdivisions thereof	—		132,265			—		132,265
Corporate bonds	—		57,726			—		57,726
Derivative assets	—		2,156			8		2,164
Derivative liabilities	—		(1,353		)	—		(1,353		)

Securities Available for Sale: All securities and major categories of securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains 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.

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Derivative Assets and Liabilities

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

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

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

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

Although the Company has determined that the majority of the inputs used to value its customer loan derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2019, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three and six months ended June 30, 2019:



	Assets (Liabilities)
(in thousands)	Interest Rate Lock Commitments		Forward Commitments
Three Months Ended June 30, 2019
Balance at beginning of period	$	14	$	(65	)
Realized gain recognized in non-interest income	57		35
June 30, 2019 Balance	$	71	$	(30	)

Six Months Ended June 30, 2019
Balance at beginning of period	$	8	$	—
Realized gain (loss) recognized in non-interest income	63		(30		)
June 30, 2019 Balance	$	71	$	(30	)

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

(in thousands, except ratios)

Fair Value
June 30, 2019

Valuation Techniques

Unobservable Inputs

Unobservable Input Value

Assets (Liabilities)

Interest Rate Lock Commitment

Historical trend

Closing Ratio

Pricing Model

Origination Costs, per loan

1.7

Forward Commitments

(30

)

Quoted prices for similar loans in active markets.

Freddie Mac pricing system

Pair-off contract price

Total

Non-Recurring Fair Value Measurements

The Company is 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, 2019		December 31, 2018		Three Months Ended June 30, 2019		Six Months Ended June 30, 2019		Fair Value Measurement Date as of June 30, 2019
(in thousands)	Level 3 Inputs		Level 3 Inputs		Total Gains (Losses)		Total Gains (Losses)		Level 3 Inputs
Assets
Impaired loans	$	14,200	$	15,213	$	395	$	1,013	June 2019
Capitalized servicing rights	4,261		4,882		—		—		June 2019
Other real estate owned	2,351		2,351		—		—		June 2018
Total	$	20,812	$	22,446	$	395	$	1,013

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There are no liabilities measured at fair value on a non-recurring basis.

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

Fair Value

Range

(in thousands, except ratios)

June 30, 2019

Valuation Techniques

Unobservable Inputs

(Weighted Average)^(a)

Assets

Impaired loans

10,818

Fair value of collateral -appraised value

Loss severity

0% to 65%

Appraised value

$0 to $6,915

Impaired loans

3,382

Discount cash flow

Discount rate

2.88% to 7.50%

Cash flows

$22 to $1,071

Capitalized servicing rights

4,261

Discounted cash flow

Constant prepayment rate (CPR)

9.64

Discount rate

10.08

Other real estate owned

2,351

Fair value of collateral less selling costs

Appraised value

$2,700

Selling Costs

12.93

Total

20,812


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

Fair Value

Range

(in thousands, except ratios)

December 31, 2018

Valuation Techniques

Unobservable Inputs

(Weighted Average)^(a)

Assets

Impaired loans

11,676

Fair value of collateral -appraised value

Loss severity

0% to 55.00%

Appraised value

$0 to $6,915

Impaired loans

3,537

Discount cash flow

Discount rate

2.88% to 9.50%

Cash flows

$22 to $1,072

Capitalized servicing rights

4,882

Discounted cash flow

Constant prepayment rate (CPR)

8.19

Discount rate

10.08

Other real estate owned

2,351

Fair value of collateral less selling costs

Appraised value

$2,700

Selling Costs

12.93

Total

22,446


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

There were no Level 1 or Level 2 non-recurring fair value measurements for the periods ended June 30, 2019 and December 31, 2018.

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Impaired loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records 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 (“OREO”). OREO results from the foreclosure process on residential or commercial loans issued by the Company. Upon assuming the real estate, the Company records 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.

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Summary of Estimated Fair Values of Financial Instruments

The estimated fair values, and related carrying amounts, of the Company’s 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, 2019
(in thousands)	Carrying Amount			Fair Value			Level 1		Level 2			Level 3
Financial Assets
Cash and cash equivalents	$	59,860		$	59,860		$	59,860	$	—		$	—
Securities available for sale	748,560			748,560			—		748,560			—
FHLB stock	35,220			35,220			—		35,220			—
Net loans	2,563,666			2,552,387			—		—			2,552,387
Accrued interest receivable	3,586			3,586			—		3,586			—
Cash surrender value of bank-owned life insurance policies	74,871			74,871			—		74,871			—
Derivative assets	7,132			7,132			—		7,061			71

Financial Liabilities
Total deposits	$	2,481,376		$	2,457,385		$	—	$	2,457,385		$	—
Securities sold under agreements to repurchase	36,940			36,939			—		36,939			—
FHLB advances	696,144			696,273			—		696,273			—
Subordinated borrowings	37,943			37,943			—		37,943			—
Junior subordinated borrowings	5,000			4,537			—		4,537			—
Derivative liabilities	(8,627		)	(8,627		)	—		(8,597		)	(30		)



	December 31, 2018
(in thousands)	Carrying Amount			Fair Value			Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	98,754		$	98,754		$	98,754	$	—	$	—
Securities available for sale	725,837			725,837			—		725,837		—
FHLB stock	35,659			35,659			—		35,659		—
Net loans	2,476,361			2,415,863			—		—		2,415,863
Accrued interest receivable	3,533			3,533			—		3,533		—
Cash surrender value of bank-owned life insurance policies	73,810			73,810			—		73,810		—
Derivative assets	2,164			2,164			—		2,156		8

Financial Liabilities
Total deposits	$	2,483,238		$	2,404,250		$	—	$	2,404,250	$	—
Securities sold under agreements to repurchase	36,211			36,171			—		36,171		—
FHLB advances	644,611			643,065			—		643,065		—
Subordinated borrowings	37,973			37,973			—		37,973		—
Junior subordinated borrowings	5,000			3,923			—		3,923		—
Derivative liabilities	(1,353		)	(1,353		)	—		—		(1,353		)

Other than as discussed above, the following methods and assumptions were used by management to estimate the fair value of significant classes of financial instruments for which it is practicable to estimate that value.

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Cash and cash equivalents. Carrying value is assumed to represent fair value for cash and cash equivalents that have original maturities of 90 days or less.

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

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

Loans, net. The fair value of loans are calculated on an individual basis with consideration given to the loans' underlying characteristics, including account types, remaining terms, annual interest rates or coupons, interest types, timing of principal and interest payments, current market rates, risk ratings, credit ratings and remaining balances. A discounted cash flow model is used to estimate the fair value of the loans using assumptions for the coupon rates, remaining maturities, prepayment speeds, liquidity premiums, projected default probabilities, loss given defaults, and estimates of prevailing discount rates.

Accrued interest receivable. Carrying value approximates fair value.

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

Borrowed funds. The fair value of borrowed funds is estimated by discounting the future cash flows using market rates for similar borrowings. Such funds include all categories of debt and debentures in the table above.

Subordinated borrowings. The Company utilizes a pricing service along with internal models to estimate the valuation of its junior subordinated debentures. The junior subordinated debentures re-price every 90 days.

Off-balance-sheet financial instruments. Off-balance-sheet financial instruments including standby letters of credit and other financial guarantees and commitments are considered immaterial to the Company’s financial statements.

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NOTE 11. NON-INTEREST INCOME

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

Disaggregation of Revenue

The following tables present disaggregation of the Company’s 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)	2019		2018		2019		2018
Major Products/Service Lines
Trust management fees	$	2,794	$	2,807	$	5,319	$	5,547
Financial services fees	272		315		505		536
Interchange fees	1,213		1,107		2,244		2,131
Customer deposit fees	1,026		1,019		1,933		1,998
Other customer service fees	379		221		605		443
Total	$	5,684	$	5,469	$	10,606	$	10,655



	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2019		2018		2019		2018
Timing of Revenue Recognition
Products and services transferred at a point in time	$	2,767	$	2,643	$	5,034	$	4,994
Products and services transferred over time	2,917		2,826		5,572		5,661
Total	$	5,684	$	5,469	$	10,606	$	10,655

Trust Management Fees.

The trust management business generates revenue through a range of fiduciary services including trust and estate administration, wealth advisory, and investment management to individuals, businesses, not-for-profit organizations, and municipalities. Revenue from these services are generally recognized over time and is typically based on a time elapsed measure of progress. Certain fees, such as bill paying fees, distribution fees, real estate sale fees, and supplemental tax service fees, are recorded as revenue at a point in time upon the completion of the service.

Financial Services Fees.

Bar Harbor Financial Services is a branch office of Infinex, an independent registered broker dealer offering securities and insurance products not affiliated with the Company or its subsidiaries. The Company has 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 monthly service requirements.

Interchange Fees.

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

Customer Deposit Fees.

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

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Other Customer Service Fees.

The Company has certain incentive and referral fee arrangements with independent third parties in which fees are earned for new account activity, product sales, or transaction volume generated for the respective third parties. The Company also earns 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)	Balance at June 30, 2019		Balance at December 31, 2018
Balances from contracts with customers only:
Other Assets	$	1,859	$	2,866
Other Liabilities	4,732		4,923

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

Costs to Obtain and Fulfill a Contract

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

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NOTE 12. 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. On January 1, 2019, the Company adopted ASU No. 2016-02 “Leases” and all subsequent ASUs modifying ASC 842. For the Company, ASC 842 primarily affects the accounting treatment for operating lease agreements where the Company is the lessee.

Lessee Accounting

Substantially all of the leases pursuant to which the Company is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through 2040. All leases are classified as operating leases, and therefore, were previously not recognized on the Company’s consolidated balance sheets. With the adoption of ASC 842, operating lease agreements are required to be recognized on the consolidated balance sheets as a right-of-use (“ROU”) asset with a corresponding lease liability using the modified retrospective approach. The total of ROU assets and lease liabilities were $9.0 million as of January 1, 2019.

The Company has elected the following practical expedients in conjunction with implementation of ASC 842 as follows:


•	Package of practical expedients:


◦	Lease classification as an operating lease under the prior standards is grandfathered.


◦	Re-evaluation of embedded leases evaluated under the prior standards is not required.


◦	No re-assessment of previously recorded initial direct lease costs.


•	Election to exclude short-term leases (i.e., leases with initial terms of twelve months or less), from capitalization on the consolidated balance sheets.

The following table presents the consolidated statements of condition classification of the Company’s ROU assets and lease liabilities as of June 30, 2019:



(in thousands)		June 30, 2019
Lease Right-of-Use Assets	Classification
Operating lease right-of-use assets	Other assets	$	8,629

Lease Liabilities
Operating lease liabilities	Other liabilities	8,681

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, ASC 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the original lease term as of January 1, 2019 was used.



	June 30, 2019
Weighted-average remaining lease term
Operating leases	10 years

Weighted-average discount rate
Operating leases	3.37	%

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The following table represents lease costs and other lease information. As the Company 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.



(in thousands)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Lease Costs
Operating lease cost	$	233	$	464
Variable lease cost	84		208
Total lease cost	$	317	$	672

Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2019 are, as follows:



(in thousands)	Operating Leases
Twelve Months Ended:
June 30, 2020	$	917
June 30, 2021	898
June 30, 2022	908
June 30, 2023	910
June 30, 2024	913
Thereafter	6,296
Total future minimum lease payments	10,842
Amounts representing interest	(2,161		)
Present value of net future minimum lease payments	$	8,681

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NOTE 13. SUBSEQUENT EVENTS

On July 8, 2019, the Company entered into a definitive agreement to acquire eight branches located in central Maine with approximately $287 million of deposits, $111 million of loans and $284 million of assets under management (as of March 31, 2019) from People’s United Bank, National Association. The eight branches are expected to increase the Company's branch count to 56 in its footprint and 22 banking offices in the state of Maine. At closing, the Company expects to pay a 6.3% premium on average total deposits plus a premium of 1.2 times annualized wealth management revenue and approximately $4.4 million for the premises.

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

GENERAL

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company. The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this document and with the Company’s consolidated financial statements and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. In the following discussion, income statement comparisons are against the same period of the previous year and balance sheet comparisons are against the previous fiscal year-end, unless otherwise noted. Operating results discussed herein are not necessarily indicative of the results for the full year 2019 or any future period. In management’s discussion and analysis of financial condition and results of operations, certain reclassifications have been made to make prior periods comparable.

Bar Harbor Bankshares (the “Company”) is the parent 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 true community bank providing exceptional commercial, retail, and wealth management banking services from over 50 locations. The Company’s corporate goal is to be among the most profitable banks in New England, and its business model is centered on the following:


•	Employee and customer experience is the foundation of superior performance, which leads to significant financial benefit to shareholders


•	Geography, heritage and performance are key while remaining true to a community culture


•	Strong commitment to risk management while balancing growth and earnings


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


•	Fee income is fundamental to the Company's profitability through trust and treasury management services, customer derivatives and secondary market mortgage banking


•	Investment in processes, products, technology, training, leadership and infrastructure


•	Expansion of the Company’s brand and business to deepen market presence


•	Opportunity and growth for existing employees while adding catalyst recruits across all levels of the Company

Shown below is a profile of the Company as of June 30, 2019:

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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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
PER SHARE DATA
Net earnings, diluted	$	0.39		$	0.55		$	0.86		$	1.05
Adjusted earnings, diluted⁽¹⁾	0.41			0.56			0.88			1.08
Total book value	25.13			22.97			25.13			22.97
Tangible book value⁽¹⁾	18.23			16.00			18.23			16.00
Market price at period end	26.59			30.29			26.59			30.29
Dividends	0.22			0.20			0.42			0.39

PERFORMANCE RATIOS⁽²⁾
Return on assets	0.67		%	0.97		%	0.74		%	0.94		%
Adjusted return on assets⁽¹⁾	0.70			1.00			0.76			0.97
Return on equity	6.33			9.65			7.07			9.34
Adjusted return on equity⁽¹⁾	6.57			9.86			7.19			9.58
Adjusted return on tangible equity⁽¹⁾	9.30			14.43			10.22			14.08
Net interest margin, fully taxable equivalent (FTE)^{(1) (3)}	2.65			2.91			2.71			2.95
Net interest margin (FTE), excluding purchased loan accretion⁽⁽³⁾	2.56			2.80			2.61			2.84
Efficiency ratio⁽¹⁾	68.48			58.83			66.25			59.58

GROWTH (Year-to-date)⁽¹⁾
Total commercial loans	10.1		%	5.7		%	10.1		%	5.7		%
Total loans	7.1			—			7.1			—
Total deposits	(0.1		)	1.9			(0.1		)	1.9

FINANCIAL DATA (In millions)
Total assets	$	3,688		$	3,541		$	3,688		$	3,541
Total earning assets⁽⁴⁾	3,355			3,250			3,355			3,250
Total investments	784			749			784			749
Total loans	2,578			2,485			2,578			2,485
Allowance for loan losses	15			13			15			13
Total goodwill and intangible assets	107			108			107			108
Total deposits	2,481			2,375			2,481			2,375
Total shareholders' equity	391			356			391			356
Net income	6			9			13			16
Adjusted income⁽¹⁾	6			9			14			17

ASSET QUALITY AND CONDITION RATIOS
Net charge-offs (current quarter annualized)/average loans	—		%	0.06		%	0.02		%	0.06		%
Allowance for loan losses/total loans	0.57			0.53			0.57			0.53
Loans/deposits	104			105			104			105
Shareholders' equity to total assets	10.59			10.05			10.59			10.05
Tangible shareholders' equity to tangible assets⁽¹⁾	7.92			7.22			7.92			7.22

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_________________________


(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.

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CONSOLIDATED LOAN AND DEPOSIT ANALYSIS

The following tables present the quarterly trend in loan and deposit data and accompanying quarterly and year-to-date growth rates as of June 30, 2019 on an annualized basis:



LOAN ANALYSIS

											June 30, 2019 Annualized Growth %
(in thousands, except ratios)	Jun 30, 2019		Mar 31, 2019		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Quarter End		Year to Date
Commercial real estate	$	881,479	$	821,567	$	826,699	$	840,018	$	838,546	29.2	%	13.3	%
Commercial and industrial	312,029		305,185		309,544		303,984		313,680		9.0		1.6
Total commercial loans	1,193,508		1,126,752		1,136,243		1,144,002		1,152,226		23.7		10.1
Residential real estate	1,167,759		1,184,053		1,144,698		1,140,519		1,127,895		(5.5	)	4.0
Consumer	112,275		111,402		113,960		117,239		118,332		3.1		(3.0	)
Tax exempt and other	104,696		104,752		95,326		81,830		86,613		(0.2	)	19.7
Total loans	$	2,578,238	$	2,526,959	$	2,490,227	$	2,483,590	$	2,485,066	8.1	%	7.1	%



DEPOSIT ANALYSIS

											June 30, 2019 Annualized Growth %
(in thousands, except ratios)	Jun 30, 2019		Mar 31, 2019		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Quarter End		Year to Date
Demand	$	354,125	$	342,030	$	370,889	$	372,358	$	341,773	14.1	%	(9.0	)%
NOW	472,576		470,277		484,717		471,326		449,715		2.0		(5.0	)
Savings	352,657		346,813		358,888		354,908		350,339		6.7		(3.5	)
Money market	305,506		349,833		335,951		254,142		260,642		(50.7	)	(18.1	)
Total non-maturity deposits	1,484,864		1,508,953		1,550,445		1,452,734		1,402,469		(6.4	)	(8.5	)
Total time deposits	996,512		956,818		932,793		937,615		972,252		16.6		13.7
Total deposits	$	2,481,376	$	2,465,771	$	2,483,238	$	2,390,349	$	2,374,721	2.5	%	(0.1	)%

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AVERAGE BALANCES AND AVERAGE YIELDS/RATES

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



	Three Months Ended June 30,
	2019						2018
(in thousands, except ratios)	Average Balance		Interest⁽³⁾		Yield/Rate ₍₃₎		Average Balance		Interest⁽³⁾		Yield/Rate ₍₃₎
Assets
Commercial real estate	$	846,921	$	10,009	4.74	%	$	824,356	$	9,216	4.48	%
Commercial and industrial	416,000		4,929		4.75		396,471		4,639		4.69
Residential	1,176,583		11,522		3.93		1,126,714		10,896		3.88
Consumer	111,641		1,451		5.21		119,570		1,387		4.65
Total loans ⁽¹⁾	2,551,145		27,911		4.39		2,467,111		26,138		4.25
Securities and other ⁽²⁾	779,072		6,388		3.29		767,886		6,082		3.18
Total earning assets	3,330,217		34,299		4.13	%	3,234,997		32,220		3.99	%
Other assets	315,861						277,402
Total assets	$	3,646,078					$	3,512,399

Liabilities
NOW	$	459,572	$	557	0.49	%	$	441,645	$	409	0.37	%
Savings	352,733		189		0.21		351,712		146		0.17
Money market	338,095		1,212		1.44		288,169		566		0.79
Time deposits	935,616		4,928		2.11		872,149		3,283		1.51
Total interest bearing deposits	2,086,016		6,886		1.32		1,953,675		4,404		0.90
Borrowings	789,953		5,403		2.74		836,295		4,321		2.07
Total interest bearing liabilities	2,875,969		12,289		1.71	%	2,789,970		8,725		1.25	%
Non-interest bearing demand deposits	349,322						339,374
Other liabilities	33,107						28,386
Total liabilities	3,258,398						3,157,730

Total shareholders' equity	387,680						354,669

Total liabilities and shareholders' equity	$	3,646,078					$	3,512,399

Net interest spread					2.42	%					2.74	%
Net interest margin					2.65						2.91

_____________________________________


(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.

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	Six Months Ended June 30,
	2019						2018
(in thousands, except ratios)	Average Balance		Interest⁽³⁾		Yield/Rate ₍₃₎		Average Balance		Interest⁽³⁾		Yield/Rate ₍₃₎
Assets
Commercial real estate	$	839,216	$	19,730	4.74	%	$	823,182	$	18,126	4.44	%
Commercial and industrial	410,861		9,715		4.77		389,003		8,771		4.55
Residential	1,160,733		22,648		3.93		1,135,822		21,841		3.88
Consumer	112,288		2,915		5.24		120,410		2,725		4.56
Total loans ⁽¹⁾	2,523,098		55,008		4.40		2,468,417		51,463		4.20
Securities and other ⁽²⁾	778,132		13,033		3.38		753,685		12,037		3.22
Total earning assets	3,301,230		68,041		4.16	%	3,222,102		63,500		3.97	%
Other assets	329,108						282,964
Total assets	$	3,630,338					$	3,505,066

Liabilities
NOW	$	464,969	$	1,143	0.50	%	$	445,092	$	784	0.36	%
Savings	349,966		352		0.20		356,731		305		0.17
Money market	335,421		2,353		1.41		294,534		1,080		0.74
Time deposits	918,500		9,344		2.05		871,674		6,220		1.44
Total interest bearing deposits	2,068,856		13,192		1.29		1,968,031		8,389		0.86
Borrowings	776,551		10,558		2.74		823,506		7,955		1.95
Total interest bearing liabilities	2,845,407		23,750		1.68	%	2,791,537		16,344		1.18	%
Non-interest bearing demand deposits	372,259						331,561
Other liabilities	30,266						28,907
Total liabilities	3,247,932						3,152,005

Total shareholders' equity	382,406						353,061

Total liabilities and shareholders' equity	$	3,630,338					$	3,505,066

Net interest spread					2.47	%					2.79	%
Net interest margin					2.71						2.95

_____________________________________


(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.

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NON-GAAP FINANCIAL MEASURES

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

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

The Company also calculates adjusted earnings per share based on its measure of adjusted earnings. The Company views these amounts as important to understanding its operating trends, particularly due to the impact of accounting standards related to acquisition activity. Analysts also rely on these measures in estimating and evaluating the Company's performance. Management also believes that the computation of non-GAAP adjusted earnings and adjusted earnings per share may facilitate the comparison of the Company to other companies in the financial services industry. The Company also adjusts certain equity related measures to exclude intangible assets due to the importance of these measures to the investment community.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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



		At or for the Three Months Ended June 30,						At or for the Six Months Ended June 30,
(in thousands)		2019			2018			2019			2018
GAAP net income		$	6,117		$	8,535		$	13,398		$	16,347
Plus (less):
Loss on sale of premises and equipment, net		21			—			21			—
Loss on other real estate owned		—			23			—			23
Acquisition, conversion and other expenses		280			214			280			549
Income tax (expense) benefit⁽¹⁾		(72		)	(57		)	(72		)	(138		)
Total adjusted income⁽²⁾	(A)	$	6,346		$	8,715		$	13,627		$	16,781

GAAP net interest income	(B)	$	21,496		$	22,992		$	43,261		$	46,150
Plus: Non-interest income		7,453			7,121			13,620			13,359
Total Revenue⁽²⁾		28,949			30,113			56,881			59,509
Plus (less): Loss (gain) on sale of securities, net		—			—			—			—
Total adjusted revenue⁽²⁾	(C)	$	28,949		$	30,113		$	56,881		$	59,509

GAAP total non-interest expense		$	20,906		$	18,685		$	39,530		$	37,537
Less: Loss on sale of premises and equipment, net		(21		)	—			(21		)	—
Less: Loss on other real estate owned		—			(23		)	—			(23		)
Less: Acquisition, conversion and other expenses		(280		)	(214		)	(280		)	(549		)
Adjusted non-interest expense⁽²⁾	(D)	$	20,605		$	18,448		$	39,229		$	36,965

(in millions)
Total average earning assets	(E)	$	3,330		$	3,235		$	3,301		$	3,222
Total average assets	(F)	3,646			3,512			3,630			3,505
Total average shareholders' equity	(G)	388			355			382			353
Total average tangible shareholders' equity⁽²⁾⁽³⁾	(H)	280			247			275			245
Total tangible shareholders' equity, period-end⁽²⁾⁽³⁾	(I)	283			248			283			248
Total tangible assets, period-end⁽²⁾⁽³⁾	(J)	3,580			3,433			3,580			3,433

(in thousands)
Total common shares outstanding, period-end	(K)	15,544			15,496			15,544			15,496
Average diluted shares outstanding	(L)	15,586			15,571			15,582			15,560

Adjusted earnings per share, diluted	(A/L)	$	0.41		$	0.56		$	0.88		$	1.08
Tangible book value per share, period-end⁽²⁾	(I/K)	18.23			16.00			18.23			16.00
Securities adjustment, net of tax⁽⁴⁾	(M)	5,550			(12,594		)	5,550			(12,594		)
Tangible book value per share, excluding securities adjustment⁽⁴⁾	(I+M)/K	17.88			16.81			17.88			16.81
Total tangible shareholders' equity/total tangible assets⁽²⁾	(I/J)	7.92			7.22			7.92			7.22

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		At or for the Three Months Ended June 30,						At or for the Six Months Ended June 30,
		2019			2018			2019			2018
Performance ratios
Return on assets		0.67		%	0.97		%	0.74		%	0.94		%
Adjusted return on assets⁽²⁾	(A/F)	0.70			1.00			0.76			0.97
Return on equity		6.33			9.65			7.07			9.34
Adjusted return on equity⁽²⁾	(A/G)	6.57			9.86			7.19			9.58
Adjusted return on tangible equity⁽²⁾⁽⁵⁾	(A+Q)/H	9.30			14.43			10.22			14.08
Efficiency ratio⁽²⁾⁽⁶⁾	(D-O-Q)/(C+N)	68.48			58.83			66.25			59.58
Net interest margin⁽²⁾	(B+P)/E	2.65			2.91			2.71			2.95

Supplementary data (in thousands)
Taxable equivalent adjustment for efficiency ratio	(N)	$	676		$	622		$	1,360		$	1,267
Franchise taxes included in non-interest expense	(O)	111			159			231			340
Tax equivalent adjustment for net interest margin	(P)	514			502			1,029			1,005
Intangible amortization	(Q)	207			207			414			414

_____________________________________


(1)	Assumes a marginal tax rate of 23.78% in 2019. A marginal tax rate of 24.15% was used in the first and second quarter of 2018 and 23.78% was used in the third and fourth quarter of 2018.


(2)	Non-GAAP financial measure.


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


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


(5)	Adjusted return on tangible equity is computed by dividing the total core income adjusted for the tax-effected amortization of intangible assets, assuming a marginal rate of 23.78% in 2019, 24.15% in the first and second quarter of 2018 and 23.78% in the third and fourth quarter of 2018, by tangible equity.


(6)	Efficiency ratio is computed by dividing adjusted non-interest expense by the sum of net interest income on a fully taxable equivalent basis and adjusted non-interest income.

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FINANCIAL SUMMARY

The Company reported second quarter 2019 net income of $6.1 million or $0.39 diluted earnings per share. Net income in the same quarter of 2018 totaled $8.5 million or $0.55 diluted earnings per share. Adjusted earnings (non-GAAP measure) in the second quarter 2019 totaled $6.3 million or $0.41 diluted earnings per share and $8.7 million or $0.56 diluted earnings per share in the same period of 2018. Financial highlights for the second quarter 2019 include the following:


•	8% annualized growth in total loans, led by 24% in commercial loans


•	14% annualized growth in demand deposits


•	5% growth in non-interest income, compared to second quarter 2018


•	0.62% non-accruing loans to total loans


•	10% annualized increase in book value per share

The Company’s financial performance in the second quarter 2019 was centered on growth in loans, deposits, and non-interest income. Additionally, non-interest bearing demand deposits grew at a double-digit rate as the Company’s retail delivery team continues to focus on building long-term customer relationships. Loan growth was led by an expanding commercial loan pipeline across all regions and specifically in the Portland area as the Company’s Loan Production Office is in full operation. The Company is concentrating on structured opportunities with proven borrowers while maintaining disciplined risk management principles regardless of the economic cycle or competitive pressures.

As previously announced, the acquisition of eight branches in central Maine is expected to be immediately accretive to earnings and reduce the loan to deposit ratio. The transaction is anticipated to close in the fourth quarter 2019 and is expected to allow for future growth through core deposit funding. Looking forward to the second half of 2019, the Company is focused on revenue growth through relationship profitability as it continues to grow into the infrastructure that has been put into place. In addition, the Company will be executing on expense efficiencies, which will include relationship and product profitability, organizational opportunities and review of the branch network. This review is a function of the Company’s commitment to achieve a balance between growth and earnings while delivering on its long-term goals.

The Company’s objectives include an emphasis on fee based income from its Wealth Management businesses, which include Bar Harbor Trust Services, Charter Trust, and Bar Harbor Financial Services. These businesses are critical to the Company’s objectives and will be further enhanced by the Wealth Management business that was included in the recently announced branch acquisition. In the second quarter 2019, the Company hired a President of Wealth Management who will lead the businesses as one collective organization. Under this new leadership, the Company expects to further enhance its revenue growth opportunities through existing and future prospects, and strive to achieve full potential within this business.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2019 AND DECEMBER 31, 2018

Summary

Total assets were $3.7 billion at the end of the second quarter 2019 compared to $3.6 billion at year end 2018. Asset quality metrics remain strong with an allowance for loan losses to total loans ratio of 0.57% with a coverage ratio to non-accruing loans at 91%, up from 76% as of year-end 2018. The loan to deposit ratio increased to 104% from 100% at year-end 2018 given the robust loan growth in the second quarter. The Company’s book value per share increased 11%, on annualized basis, in the first half of 2019 from year-end 2018.

Securities

Securities totaled $783.8 million in the second quarter 2019 and $761.5 million at year-end 2018 representing 21% of total assets for both periods. Those ratios are within the tolerance range of the Company’s investment policy. Securities purchased in the first half of 2019 included $35.8 million of mortgage-backed securities guaranteed by US Government-sponsored enterprises, $21.0 million of corporate bonds, and a net $439 thousand decrease in FHLB stock. The purchases were offset by $50.5 million of maturities, calls and pay-downs of amortizing securities, and an $18.5 million

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increase in fair value. The increase in fair value was primarily caused by lower long-term interest rates at the end of the second quarter 2019 as compared to year-end 2018. The weighted average yield on the Company’s security profile as of June 30, 2019 was 3.10% for the quarter compared to 3.28% at year-end 2018. At the end of the second quarter 2019, securities held by the Company had a weighted average life of 4.3 years and a duration of 3.1 years compared to 5.2 years and 3.9 years at the end of 2018, respectively.

Loans

Total loans at June 30, 2019 were $2.6 billion, an increase of $88.0 million or 7.1% on an annualized basis, from year-end 2018. Loan balances expanded across all major categories including commercial real estate which grew significantly during the first half of 2019 at a rate of 13.3% due to reasons already noted above. Residential loans grew at a lower 4.0% annualized rate in the first six months of 2019 primarily due to sales in the secondary market as fee income is central to the Company’s strategic focus. Yields also increased among all product lines as variable rate loans repriced to higher levels benefiting from the Federal Reserve Bank (“FRB”) rate hikes in 2018.

Asset Quality

Asset quality metrics remained favorable in the first half of 2019. The allowance for loan losses increased to $14.6 million from $13.9 million at year-end 2018 due to loan growth offset by lower specific reserves on fewer non-accruing loans. Non-accruing loans decreased $2.3 million in the first six months of 2019 as the Company benefited from favorable settlements of several credit relationships that approximated the carrying values of the loans. These improvements decreased the ratio of non-accruing loans to average loans to 0.62% from 0.73% at the end of 2018.

Deposits and Borrowings

Total deposits decreased $1.9 million in the first half of 2019 from year-end 2018. While the Company’s expanding branch model has helped to increase new accounts, non-maturity deposits decreased $65.6 million primarily due to a $50.0 million customer transfer between money market and time deposits. New deposit accounts opened totaled 3,133 in the second quarter and 2,485 in the first quarter 2019 compared to 2,295 in the fourth quarter 2018. Time deposits increased $63.7 million, reflecting the Company’s strategy to target funding durations at lower rates. The average cost of deposits increased to 1.32% from 1.12% in the fourth quarter 2018 reflecting the FRB rate hike in December 2018. Total borrowings increased by $52.2 million supporting loan growth during 2019. Borrowing costs remained flat at 2.74% in 2019, but were up from 2.53% in the fourth quarter 2018 as a result of the December rate hike.

Derivative Financial Instruments

The notional balance of derivative financial instruments increased to $412.1 million at the end of the second quarter 2019 from $182.2 million at year-end 2018. The increase includes a $50.0 million notional amount related to an interest rate swap on brokered certificate of deposits to limit the Company’s exposure to rising interest rates over a five-year term. Additionally, the increase includes $84.6 million related to commercial loan interest rate derivatives with customers and matching hedges with a national bank counterparty. The net fair value of total derivatives was a liability of $1.5 million at the end of the second quarter 2019 compared to asset of $811 thousand at year-end 2018.

Equity

Total equity was $390.6 million, compared with $370.6 million at year-end 2018. The Company’s book value per share increased $1.26 to $25.13 from year-end 2018. The increase was primarily due to a $12.7 million improvement in the Company’s securities fair value adjustment, net of tax, along with strong net income of $13.4 million offset by $6.5 million in dividends. Tangible book value per share (non-GAAP measure) increased to $18.23 per share up from $16.94 per share at year-end 2018. Additionally, tangible book value per share excluding the impact of securities fair value adjustments (non-GAAP measure) increased to $17.88. The Company evaluates changes in tangible book value excluding securities adjustment, a non-GAAP financial measure, which is a commonly considered valuation metric used by the investment community and which parallels some regulatory capital measures. The Company and the Bank remained "well capitalized" under regulatory guidelines at period-end. The Company's risk-based capital ratio remains over 14% as tangible book value continues to grow into 2019.

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COMPARISON OF OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018

Summary

Second quarter 2019 net income was $6.1 million, or $0.39 per share, compared to $8.5 million, or $0.55 per share, in the same quarter of 2018. The decrease in net income includes lower net interest income on a higher cost of funds and an increase in non-interest expenses offset by non-interest income growth. Adjusted earnings in the second quarter 2019 totaled $6.3 million or $0.41 diluted earnings per share and $8.7 million or $0.56 diluted earnings per share in the same period of 2018.

The Company reported first half 2019 net income of $13.4 million or $0.86 per share, compared with $16.3 million or $1.05 per share in the same period of 2018. Adjusted earnings increased to $13.6 million, or $0.88 per share compared with $16.8 million, or $1.08 per share, for these respective periods. These changes largely reflect the same factors and trends discussed above that drove second quarter net income. The return on assets ratio during the first half of 2019 was 0.74% compared to 0.94% in the prior year due to lower net income and a higher average asset base. Adjusted return on assets (non-GAAP measure) was 0.76% for the first six months of 2019 compared to 0.97% in the prior year. Return on equity in the first half 2019 decreased to 7.07% from 9.34% in the prior year due to lower net income and growth in the average equity balance. Correspondingly, adjusted return on equity (non-GAAP measure) was 7.19% for the first six months of 2019 compared to 9.58% in the prior year.

Net Interest Income

Second quarter interest income was $33.8 million, up 7% from the second quarter of 2018 as average earning assets grew $95.2 million. The yield on total loans for the three months ended expanded fourteen basis points, driven by the yield on commercial real estate loans expanding 26 basis points. Purchase loan accretion contributed 0.09% to net interest margin in the second quarter 2019 compared to 0.11% in the second quarter 2018. Improvement in interest income was offset by a 46 basis point increase in interest expense due to interest bearing liabilities being subject to higher short-term interest rates and the flattening of the yield curve in 2019. Net interest income was $21.5 million compared with $23.0 million in the same quarter of 2018 and net interest margin was 2.65% and 2.91% for the same respective periods.

For the first six months of the year, interest income from earning assets increased to $67.0 million with a yield of 4.16% compared to $62.5 million with a yield of 3.91% in the same period of 2018. The yield on total loans for the six months ended expanded 20 basis points, driven by the yield on commercial real estate loans expanding 30 basis points and the yield on commercial and industrial loans expanding 22 basis points. Improvement in interest income was offset by interest expense increasing to $23.8 million in first half of 2019 from $16.3 million in the first half of 2018. Net interest income decreased year over year to $43.2 million from $46.2 million for the same period in the prior year and net interest margin was 2.71% and 2.95% for the same respective periods. The year-to-date effect, and management’s response, on net interest margin from interest-bearing liabilities is the same as the quarterly discussion.

Non-Interest Income

Second quarter non-interest income grew 5% to $7.5 million from $7.1 million same quarter in 2018. The increase is primarily due to higher customer service fees on higher transaction volume, an increase in customer derivative income due to commercial loan growth and an increase in bank-owned life insurance income given additional investments in July 2018.

Non-interest income for the first six months of 2019 increased year over year by 2% to $13.6 million compared to $13.4 million for the same period of 2018. The increase in non-interest income for the six-month period is driven by the same reasons as the quarterly period.

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Loan Loss Provision

The second quarter 2019 provision for loan losses decreased to $562 thousand from $770 thousand in the same quarter 2018. On a year-to-date basis, the provision for loan losses decreased to $886 thousand in 2019 compared to $1.6 million in 2018. The provision for loan losses is a charge to earnings in an amount sufficient to maintain the allowance for loan losses at a level deemed adequate by the Company. The level of the allowance is a critical accounting estimate, which is subject to uncertainty. The Company continues to see a positive quarterly trend in both recoveries and charged-off loans. The net charged-off loans to average loans ratio remained low at zero annualized rate for the second quarter 2019.

Non-Interest Expense

Non-interest expense increased to $20.9 million in the second quarter 2019 compared to $18.7 million in the same quarter of 2018. The increase primarily relates to salaries and occupancy costs. Salary and employee benefits increased due to several strategic hires along with an increase in full-time equivalents to 474 from 451 in 2018 primarily related to new locations that were previously announced. Occupancy and equipment expense is also higher in 2019 compared to 2018 due to the new locations placed in service during the fourth quarter of 2018 and renovations to the Newport, New Hampshire branch in the spring of 2019. Second quarter acquisition, conversion and other expenses totaled $280 thousand in 2019 related to the branch acquisition due diligence compared to $214 thousand in 2018 related to a wealth management system conversion.

For the first six months of 2019 and 2018 non-interest expense increased to $39.5 million in first half of 2019 from $37.5 million in the same period of 2018. The increase in non-interest expense for the six-month period is driven by the same reasons as the quarterly period.

Income Tax Expense

The second quarter effective tax rate decreased to 18.2% in 2019 compared with 19.9% in the same quarter of 2018, reflecting a higher level of tax-advantaged income.

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Liquidity and Cash Flows

Liquidity is measured by the Company’s ability to meet short-term cash needs at a reasonable cost or minimal loss. The Company seeks to obtain 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 the Company’s ability to meet liquidity needs, including variations in the markets served by its network of offices, its mix of assets and liabilities, reputation and credit standing in the marketplace, and general economic conditions.

The 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 4% of total assets. A portion of the Bank’s deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the Bank’s liquidity position tightens.

The Bank also had 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, 2019, the Bank’s available secured line of credit at the FRB stood at $112.94 million or 3.02% of the Bank’s total assets. The Bank also has access to the national brokered deposit market, and has used this funding source to bolster its on balance sheet liquidity position.

The Bank maintains a liquidity contingency plan approved by the Bank’s Board of Directors. This plan addresses the steps that would be taken in the event of a liquidity crisis, and identifies other sources of liquidity available to the Company. Company 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 the Company’s liquidity position.

Off-Balance Sheet Arrangements

The Company is, 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 Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that may be material to investors.

The Company’s 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.

The Company’s 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, 2018 or our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

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

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements in this Form 10-Q and in the most recent Form 10-K. Please see those policies in conjunction with this discussion. The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States and to general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While the Company bases estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in future periods. Please see those policies in conjunction with this discussion. Management believes that the following policies would be considered critical under the SEC’s definition:

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

Acquired Loans: Loans that the Company acquired in business combinations are initially recorded at fair value with no carryover of the related allowance for loan losses. Determining the fair value of the loans involves estimating the amount and timing of principal and interest cash flows initially expected to be collected on the loans and discounting those cash flows at an appropriate market rate of interest. Going forward, the Company continues to evaluate reasonableness of expectations for the timing and the amount of cash to be collected. Subsequent decreases in expected cash flows may result in changes in the amortization or accretion of fair market value adjustments, and in some cases may result in the loan being considered impaired. For collateral dependent loans with deteriorated credit quality, the Company estimates the fair value of the underlying collateral of the loans. These values are discounted using market derived rates of return, with consideration given to the period of time and costs associated with the foreclosure and disposition of the collateral.

Income Taxes: Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The realization of the net deferred tax asset generally depends upon future levels of taxable ordinary income, taxable capital gain income, and the existence of prior years' taxable income, to which carry back refund claims could be made. A valuation allowance would be established for deferred tax assets that management estimates are more likely than not to be unrealizable based on available evidence at the time the estimate is made.

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

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estimate industry economic factors and the profitability of future business strategies. In the event of future changes in fair value, the Company may be exposed to an impairment charge that could be material.

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

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

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

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

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

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

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

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


•	A flat interest rate scenario in which current prevailing rates are locked in and the only balance sheet fluctuations that occur are due to cash flows, maturities, new volumes, and re-pricing volumes consistent with this flat rate assumption;

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•	A 200 basis point rise or decline in interest rates applied against a parallel shift in the yield curve over a twelve-month horizon together with a dynamic balance sheet anticipated to be consistent with such interest rate changes;


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

•

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

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

As of June 30, 2019 interest rate sensitivity modeling results indicate that the Bank’s balance sheet in year 1 was slightly liability sensitive and in year 2 was slightly asset sensitive.

Assuming short-term and long-term interest rates decline 200 basis points from current levels (i.e., a parallel yield curve shift) and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will deteriorate over the one year horizon (-0.46% versus the base case) while deteriorating further from that level over the two-year horizon (-5.30% versus the base case).

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 remain relatively unchanged over the one and two-year horizons (-1.28% and +0.25%, respectively).

As compared to December 31, 2018, the year-one sensitivity in the down 100 basis points scenario was down slightly for the six months ended June 30, 2019 (+1.7% prior, versus +0.16% current). The year-two sensitivities in the down 100 basis points scenario changed going from +0.7% to -0.41%. In the year-one up 200 basis points scenario, results declined going from -3.7% to -1.28%. Year-two, up 200 basis points declined (-8.3% prior, versus 0.25% current).

The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels and yield curve shape, prepayment speeds on loans and securities, deposit rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows, and renegotiated loan terms with borrowers. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.

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

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ITEM 4. CONTROLS AND PROCEDURES


(a)	Disclosure controls and procedures.

Under the supervision and with the participation of our senior management, consisting of the Company’s principal executive officer and our principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Company’s management, including its principal executive officer and principal financial officer, concluded that as of June 30, 2019 the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is accumulated and communicated to the Company’s management, including its 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 the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2018. 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.

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

(c) The following table provides certain information with regard to shares repurchased by the Company in the second quarter of 2019:



Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as a part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs⁽¹⁾
April 1-30, 2019	8,010	$	26.25	8,010	767,990
May 1-31, 2019	—	—		—	767,990
June 1-30, 2019	—	—		—	767,990
Total	8,010	$	26.25	8,010	767,990

(1) On March 21, 2019 the Company's Board of Directors approved a twelve-month plan to repurchase up to 5% of its outstanding common stock, representing 776,000 shares as of March 15, 2019. The stock repurchase plan expires on March 20, 2020.

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ITEM 6. EXHIBITS



10.1	Purchase and Assumption Agreement, dated July 8, 2019, by and between People’s United Bank, National Association, and Bar Harbor Bank & Trust

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

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

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

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

101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 is formatted in XBRL (eXtensible Business Reporting Language): (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

*Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

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SIGNATURES

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



	BAR HARBOR BANKSHARES


Dated: August 5, 2019	By:	/s/ Curtis C. Simard
		Curtis C. Simard
		President & Chief Executive Officer


Dated: August 5, 2019	By:	/s/ Josephine Iannelli
		Josephine Iannelli
		Executive Vice President & Chief Financial Officer