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BAR HARBOR BANKSHARES

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

BHB$41.01-0.6%Stored close · as of Nov 6, 2026

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Condensed Notes to Unaudited Consolidated Interim Financial Statements

NOTE 1. BASIS OF PRESENTATION

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

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

The results for any interim period are not necessarily indicative of results for the full year. The consolidated financial statements should be read in conjunction with the audited financial statements and note disclosures in the Form 10-K 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.

Income tax expense was $1.4 million in the third quarter 2024 compared with $3.2 million in the prior year quarter. The effective tax rate was 10.4% for the third quarter 2024 compared to 22.4% for the third quarter 2023. The reduction in tax expense in the current quarter is driven by a multiple year tax refund for tax exempt interest income on loans.

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

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in accordance with the purchase method of accounting for business combinations. Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, or more frequently, if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning assets and goodwill to each reporting unit. Currently, our goodwill is evaluated at the entity level as there is only one reporting unit. Management, at our discretion, assesses certain qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value. An impairment charge is recognized if the carrying fair value of goodwill exceeds the implied fair value of goodwill.

In the third quarter 2024, management completed its annual goodwill impairment testing using balance sheet and market data as of June 30, 2024. The analysis was performed at the consolidated Bank-level of the Company, which is considered the smallest reporting unit carrying goodwill. Based on an analysis performed, the Company's estimated fair value to a market participant as of September 30, 2024, exceeded its carrying amount resulting in no impairment charge for the period. Management evaluated current conditions and concluded there have been no significant changes in the economic environment or future projections and therefore, believes that there has been no further decline in the Company's fair value as of September 30, 2024. Management will continue to evaluate the economic conditions at future reporting periods for applicable changes.

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:

​​​​​​​​​​
​​​​​​​​​​
StandardDescriptionRequired Date of AdoptionEffect on financial statements
Standards Adopted in 2023​​​
ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings ("TDRs") and Vintage Disclosures​​The amendments in this update eliminate TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The amendments enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty.​​January 1, 2023​​The adoption of this ASU did not have a material impact on our consolidated financial statements.
ASU 2023-02 Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method​​The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.​​December 15, 2023, including interim periods within the fiscal year​​The adoption of this ASU did not have a material impact on our consolidated financial statements.
Standards Not Yet Adopted​​​
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures​​The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the applicable statutory income tax rate).​​​Annual periods beginning after December 15, 2024​​We do not expect adoption of this ASU to have a material impact on our consolidated financial statements.

NOTE 2. SECURITIES AVAILABLE FOR SALE

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

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Unrealized · ​ · Unrealized · ​ · ​ · ​
(in thousands) · Amortized Cost · Gains · Losses · Fair Value
September 30, 2024 · ​ · ​ · ​ · ​
Debt securities: · ​ · ​ · ​ · ​
Obligations of US Government-sponsored enterprises​$1,380​$1​$(18)​$1,363
Mortgage-backed securities and collateralized mortgage obligations:​​​​
US Government-sponsored enterprises​​214,465​​85​​(25,098)​​189,452
US Government agency​104,994​427​(9,094)​96,327
Private label​46,310​26​(949)​45,387
Obligations of states and political subdivisions thereof​118,147​4,174​(12,994)​109,327
Corporate bonds​102,904​280​(9,148)​94,036
Total securities available for sale​$588,200​$4,993​$(57,301)​$535,892
​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Unrealized · ​ · Unrealized · ​ · ​ · ​
(in thousands) · Amortized Cost · Gains · Losses · Fair Value
December 31, 2023 · ​ · ​ · ​ · ​
Debt securities: · ​ · ​ · ​ · ​
Obligations of US Government-sponsored enterprises​$2,021​$—​$(29)​$1,992
Mortgage-backed securities and collateralized mortgage obligations:​​​​
US Government-sponsored enterprises​​223,602​​12​​(30,332)​​193,282
US Government agency​85,005​145​(10,937)​74,213
Private label​60,888​18​(1,855)​59,051
Obligations of states and political subdivisions thereof​119,857​4,515​(14,204)​110,168
Corporate bonds​105,552​19​(9,703)​95,868
Total securities available for sale​$596,925​$4,709​$(67,060)​$534,574

Credit Quality Information

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

As of September 30, 2024 and December 31, 2023, we carriedno allowance on available for sale debt securities in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments.

The amortized cost and estimated fair value of available for sale securities segregated by contractual maturity at September 30, 2024 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities and collateralized mortgage obligations are shown in total, as their maturities are highly variable.

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Available for sale
(in thousands) · Amortized Cost · Fair Value
Within 1 year$3,003​$2,598
Over 1 year to 5 years​52,409​48,118
Over 5 years to 10 years​42,355​43,323
Over 10 years​124,664​110,687
Total bonds and obligations​222,431​204,726
Mortgage-backed securities and collateralized mortgage obligations​365,769​331,166
Total securities available for sale​$588,200​$535,892

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Nine Months Ended · ​
​ · ​ · September 30, · ​ · September 30, · ​
(in thousands) · 2024 · 2023 · 2024 · 2023
Gross gains on sales of available for sale securities​$—​$—​$50​$34​
Gross losses on sales of available for sale securities​—​—​—​—​
Net gains on sale of available for sale securities​$—​$—​$50​$34​

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

​​​​​​​​​​​​​​​​​​​
​ · ​ · Less Than Twelve Months · ​ · Over Twelve Months · ​ · Total
​ · ​ · Gross · ​ · ​ · Gross · ​ · ​ · Gross · ​ · ​
​ · ​ · Unrealized · ​ · Fair · ​ · Unrealized · ​ · Fair · ​ · Unrealized · ​ · Fair
(in thousands) · Losses · Value · Losses · Value · Losses · Value
September 30, 2024 · ​ · ​ · ​ · ​ · ​ · ​
Debt securities: · ​ · ​ · ​ · ​ · ​ · ​
Obligations of US Government-sponsored enterprises​$—​$—​$18​$649​$18​$649
Mortgage-backed securities and collateralized mortgage obligations:​​​​​​
US Government-sponsored enterprises​​6​​4,349​​25,092​​176,860​​25,098​​181,209
US Government agency​38​4,814​9,056​64,026​9,094​68,840
Private label​3​1,317​946​25,274​949​26,591
Obligations of states and political subdivisions thereof​6​2,378​12,988​102,422​12,994​104,800
Corporate bonds​417​4,083​8,731​78,766​9,148​82,849
Total securities available for sale​$470​$16,941​$56,831​$447,997​$57,301​$464,938
​​​​​​​​​​​​​​​​​​​
​ · ​ · Less Than Twelve Months · ​ · Over Twelve Months · ​ · Total
​ · Gross · ​ · ​ · Gross · ​ · ​ · Gross · ​ · ​
​ · ​ · Unrealized · ​ · Fair · ​ · Unrealized · ​ · Fair · ​ · Unrealized · ​ · Fair
(in thousands) · ​ · Losses · ​ · Value · ​ · Losses · ​ · Value · ​ · Losses · ​ · Value
December 31, 2023 · ​ · ​ · ​ · ​ · ​ · ​
Debt securities: · ​ · ​ · ​ · ​ · ​ · ​
Obligations of US Government-sponsored enterprises​$1​$1,084​$28​$907​$29​$1,991
Mortgage-backed securities and collateralized mortgage obligations:​​​​​​
US Government-sponsored enterprises​​10​​3,439​​30,322​​188,611​​30,332​​192,050
US Government agency​2​120​10,935​68,891​10,937​69,011
Private label​—​26​1,855​59,007​1,855​59,033
Obligations of states and political subdivisions thereof​26​3,099​14,178​101,036​14,204​104,135
Corporate bonds​156​4,913​9,547​84,950​9,703​89,863
Total securities available for sale​$195​$12,681​$66,865​$503,402​$67,060​$516,083

We expect to recover the amortized cost basis on all securities in our AFS portfolio. Furthermore, we do not intend to sell nor do we anticipate that we will be required to sell any securities in an unrealized loss position as of September 30, 2024, prior to this recovery. Our ability and intent to hold these securities until recovery is supported by our capital and liquidity positions as well as historically low portfolio turnover.

The following summarizes, by investment security type, the impact of securities in an unrealized loss position at September 30, 2024:

Obligations of US Government-sponsored enterprises

7 out of the total 8 securities in our portfolio of AFS obligations of US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 2.63% of the amortized cost of securities in unrealized loss positions. The US Small Business Administration guarantees the contractual cash flows of all of our obligations of US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter.

US Government-sponsored enterprises

400 out of the total 487 securities in our portfolio of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 12.17% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association and Federal Home Loan Mortgage Corporation guarantee the contractual cash flows of all of our US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter.

US Government agency

121 out of the total 159 securities in our portfolio of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 11.67% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association guarantees the contractual cash flows of all of our US Government agency securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter.

Private label

19 of the total 25 securities in our portfolio of AFS private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 3.45% of the amortized cost of securities in unrealized loss positions. We expect to receive all of the future contractual cash flows related to the amortized cost on these securities.

Obligations of states and political subdivisions thereof

54 of the total 67 securities in our portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 11.44% of the amortized cost of securities in unrealized loss positions. We continually monitor the municipal bond sector of the market carefully and periodically evaluate the appropriate level of exposure to the market. At this time, we believe (i) the bonds in this portfolio carry minimal risk of default and (ii) we are appropriately compensated for the risk. There were no material underlying credit downgrades during the quarter.

Corporate bonds

29 out of the total 35 securities in our portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents 9.94% of the amortized cost of bonds in unrealized loss positions. We review the financial strength of all of these bonds, and we have concluded that the amortized cost remains supported by the expected future cash flows of these securities. The most recent review includes all bond issuers and their current credit ratings, financial performance and capitalization.

NOTE 3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

We evaluate risk characteristics of loans based on regulatory call report code with segmentation based on the underlying collateral for certain loan types. The following is a summary of total loans based on regulatory call report code segmentation for certain loan types:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​September 30,​December 31,
(in thousands) · 2024 · 2023
Commercial construction​$132,643​$154,048
Commercial real estate owner occupied​302,694​310,015
Commercial real estate non-owner occupied​1,296,596​1,144,566
Tax exempt​38,338​43,688
Commercial and industrial​310,322​310,883
Residential real estate​899,123​940,334
Home equity​94,146​87,683
Consumer other​7,873​7,832
Total loans​3,081,735​2,999,049
Allowance for credit losses​29,023​28,142
Net loans​$3,052,712​$2,970,907

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

​ · ​ · ​ · ​ · ​ · ​ · ​
​​September 30,​December 31,
(in thousands) · 2024 · 2023
Net unamortized loan origination costs​$2,041​$3,039
Net unamortized fair value discount on acquired loans​(2,549)​(2,891)
Total​$(508)​$148

We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of September 30, 2024 and December 31, 2023, accrued interest receivable for loans totaled $12.3 million and $11.9 million, respectively, and is included in the “other assets” line item on the consolidated balance sheets.

Characteristics of each loan portfolio segment are as follows:

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

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

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

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

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

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

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

Allowance for Credit Losses

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

The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged off. The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans.

The activity in the ACL for the periods ended are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At or for the Three Months Ended September 30, 2024
​ · ​ · Balance at · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Beginning of · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Balance at
(in thousands) · Period · ​ · Charge Offs · Recoveries · Provision · End of Period
Commercial construction​$4,217​$—​$—​$(1,464)​$2,753
Commercial real estate owner occupied​2,620​—​—​314​2,934
Commercial real estate non-owner occupied​9,574​—​—​965​10,539
Tax exempt​110​—​—​7​117
Commercial and industrial​3,982​(9)​1​217​4,191
Residential real estate​7,516​—​5​51​7,572
Home equity​763​—​3​80​846
Consumer other​73​(89)​29​58​71
Total​$28,855​$(98)​$38​$228​$29,023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At or for the Nine Months Ended September 30, 2024
​ · ​ · Balance at · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Beginning of · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Balance at
(in thousands) · Period · ​ · Charge Offs · Recoveries · Provision · End of Period
Commercial construction​$4,261​$—​$—​$(1,508)​$2,753
Commercial real estate owner occupied​2,863​(3)​—​74​2,934
Commercial real estate non-owner occupied​9,443​—​—​1,096​10,539
Tax exempt​119​—​—​(2)​117
Commercial and industrial​3,259​(91)​17​1,006​4,191
Residential real estate​7,352​—​13​207​7,572
Home equity​767​—​8​71​846
Consumer other​78​(223)​58​158​71
Total​$28,142​$(317)​$96​$1,102​$29,023
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At or for the Three Months Ended September 30, 2023
​ · ​ · Balance at · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Beginning of · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Balance at
(in thousands) · Period · ​ · Charge Offs · Recoveries · Provision · End of Period
Commercial construction​$3,377​$—​$—​$300​$3,677
Commercial real estate owner occupied​2,566​—​—​(81)​2,485
Commercial real estate non-owner occupied​9,481​—​—​72​9,553
Tax exempt​101​—​—​(5)​96
Commercial and industrial​3,613​—​34​558​4,205
Residential real estate​7,376​—​13​(243)​7,146
Home equity​768​—​1​(4)​765
Consumer other​80​(74)​2​76​84
Total​$27,362​$(74)​$50​$673​$28,011
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · At or for the Nine Months Ended September 30, 2023
​ · ​ · Balance at · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Beginning of · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Balance at
(in thousands) · Period · ​ · Charge Offs · Recoveries · Provision · End of Period
Commercial construction​$2,579​$—​$—​$1,098​$3,677
Commercial real estate owner occupied​2,189​—​142​154​2,485
Commercial real estate non-owner occupied​9,341​—​—​212​9,553
Tax exempt​93​—​—​3​96
Commercial and industrial​3,493​(122)​86​748​4,205
Residential real estate​7,274​(8)​28​(148)​7,146
Home equity​811​(12)​5​(39)​765
Consumer other​80​(199)​10​193​84
Total​$25,860​$(341)​$271​$2,221​$28,011

Unfunded Commitments

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30,
(in thousands) · ​ · 2024 · 2023 · ​ · 2024 · 2023
Beginning Balance​$3,640​$3,780​$3,825​$3,910
Provision for credit losses​35​45​(150)​(85)
Ending Balance​$3,675​$3,825​$3,675​$3,825

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

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

The following are the definitions of our credit quality indicators:

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

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

where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose us to sufficient risks to warrant classification.

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

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

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

The following table presents our loans by year of origination, loan segmentation andrisk indicator as of September 30, 2024:

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · Prior · ​ · Total
Commercial construction · ​ · ​ · ​ · ​ · ​ · ​ · ​
Risk rating: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Pass​$16,490​$28,989​$71,155​$895​$5,343​$9,771​$132,643
Special mention​—​—​—​—​—​—​—
Substandard​—​—​—​—​—​—​—
Total​$16,490​$28,989​$71,155​$895​$5,343​$9,771​$132,643
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate owner occupied​​​​​​​
Risk rating:​​​​​​​
Pass​$26,103​$59,703​$61,243​$30,222​$21,028​$98,435​$296,734
Special mention​—​136​—​—​—​2,095​2,231
Substandard​—​—​—​—​—​3,626​3,626
Doubtful​​—​​—​​—​​—​​—​​103​​103
Total​$26,103​$59,839​$61,243​$30,222​$21,028​$104,259​$302,694
Current period gross write-offs​​—​​—​​—​​—​​—​​3​​3
​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate non-owner occupied​​​​​​​
Risk rating:​​​​​​​
Pass​$71,774​$40,475​$406,603​$243,094​$133,453​$312,889​$1,208,288
Special mention​—​—​379​21,266​27,781​13,658​63,084
Substandard​—​7,730​—​—​—​17,494​25,224
Doubtful​​—​​—​​—​​—​​—​​—​​—
Total​$71,774​$48,205​$406,982​$264,360​$161,234​$344,041​$1,296,596
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Tax exempt​​​​​​​
Risk rating:​​​​​​​
Pass​$4,629​$2,669​$6,284​$614​$178​$23,964​$38,338
Special mention​—​—​—​—​—​—​—
Substandard​—​—​—​—​—​—​—
Total​$4,629​$2,669​$6,284​$614​$178​$23,964​$38,338
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial​​​​​​​
Risk rating:​​​​​​​
Pass​$54,982​$65,061​$48,793​$14,726​$33,556​$68,402​$285,520
Special mention​10​15,182​1,357​910​168​3,058​20,685
Substandard​128​137​476​227​111​2,951​4,030
Doubtful​​—​​—​​—​​—​​—​​87​​87
Total​$55,120​$80,380​$50,626​$15,863​$33,835​$74,498​$310,322
Current period gross write-offs​​—​​—​​—​​62​​7​​22​​91
​​​​​​​​​​​​​​​​​​​​​​
Residential real estate · ​ · ​ · ​ · ​ · ​ · ​ · ​
Performing​$22,821​$72,614​$177,091​$156,724​$91,186​$375,105​$895,541
Nonperforming​—​—​463​—​—​3,119​3,582
Total​$22,821​$72,614​$177,554​$156,724​$91,186​$378,224​$899,123
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Home equity​​​​​​​
Performing​$15,213​$16,213​$13,275​$7,275​$5,706​$35,510​$93,192
Nonperforming​—​—​47​55​—​852​954
Total​$15,213​$16,213​$13,322​$7,330​$5,706​$36,362​$94,146
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Consumer other​​​​​​​
Performing​$3,679​$1,856​$1,073​$352​$140​$742​$7,842
Nonperforming​—​8​—​2​1​20​31
Total​$3,679​$1,864​$1,073​$354​$141​$762​$7,873
Current period gross write-offs​​—​​56​​9​​—​​2​​156​​223
​​​​​​​​​​​​​​​​​​​​​​
Total Loans​$215,829​$310,773​$788,239​$476,362​$318,651​$971,881​$3,081,735

The following table presents our loans by year of origination, loan segmentation and risk indicator as of December 31, 2023:

​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · 2020 · ​ · 2019 · ​ · Prior · ​ · Total
Commercial construction · ​ · ​ · ​ · ​ · ​ · ​ · ​
Risk rating: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Pass​$14,040​$99,115​$35,978​$3,992​$—​$923​$154,048
Special mention​—​—​—​—​—​—​—
Substandard​—​—​—​—​—​—​—
Total​$14,040​$99,115​$35,978​$3,992​$—​$923​$154,048
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate owner occupied​​​​​​​
Risk rating:​​​​​​​
Pass​$57,603​$61,015​$43,228​$20,209​$20,462​$91,187​$293,704
Special mention​160​387​7,488​1,596​—​3,066​12,697
Substandard​—​—​—​—​—​3,497​3,497
Doubtful​​—​​—​​—​​—​​—​​117​​117
Total​$57,763​$61,402​$50,716​$21,805​$20,462​$97,867​$310,015
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Commercial real estate non-owner occupied​​​​​​​
Risk rating:​​​​​​​
Pass​$41,270​$353,613​$199,311​$127,231​$78,759​$238,973​$1,039,157
Special mention​7,809​—​14,134​37,249​15,246​17,108​91,546
Substandard​—​—​—​—​—​13,863​13,863
Doubtful​​—​​—​​—​​—​​—​​—​​—
Total​$49,079​$353,613​$213,445​$164,480​$94,005​$269,944​$1,144,566
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Tax exempt​​​​​​​
Risk rating:​​​​​​​
Pass​$6,340​$8,468​$787​$208​$590​$27,295​$43,688
Special mention​—​—​—​—​—​—​—
Substandard​—​—​—​—​—​—​—
Total​$6,340​$8,468​$787​$208​$590​$27,295​$43,688
Current period gross write-offs​​—​​—​​—​​—​​—​​—​​—
​​​​​​​​​​​​​​​​​​​​​​
Commercial and industrial​​​​​​​
Risk rating:​​​​​​​
Pass​$80,942​$69,402​$22,205​$38,824​$14,739​$77,273​$303,385
Special mention​364​1,446​—​776​28​3,588​6,202
Substandard​58​94​186​109​95​532​1,074
Doubtful​​—​​—​​—​​—​​87​​135​​222
Total​$81,364​$70,942​$22,391​$39,709​$14,949​$81,528​$310,883
Current period gross write-offs​​—​​—​​—​​—​​5​​659​​664
​​​​​​​​​​​​​​​​​​​​​​
Residential real estate · ​ · ​ · ​ · ​ · ​ · ​ · ​
Performing​$72,395​$194,109​$165,434​$96,016​$62,648​$345,823​$936,425
Nonperforming​—​—​41​—​234​3,634​3,909
Total​$72,395​$194,109​$165,475​$96,016​$62,882​$349,457​$940,334
Current period gross write-offs​​—​​—​​—​​—​​—​​8​​8
​​​​​​​​​​​​​​​​​​​​​​
Home equity​​​​​​​
Performing​$15,582​$15,334​$7,873​$6,633​$4,800​$36,652​$86,874
Nonperforming​—​—​—​—​—​809​809
Total​$15,582​$15,334​$7,873​$6,633​$4,800​$37,461​$87,683
Current period gross write-offs​​—​​—​​—​​—​​—​​12​​12
​​​​​​​​​​​​​​​​​​​​​​
Consumer other​​​​​​​
Performing​$4,128​$1,787​$696​$301​$51​$864​$7,827
Nonperforming​—​—​4​1​—​—​5
Total​$4,128​$1,787​$700​$302​$51​$864​$7,832
Current period gross write-offs​​—​​52​​18​​5​​—​​214​​289
​​​​​​​​​​​​​​​​​​​​​​
Total Loans​$300,691​$804,770​$497,365​$333,145​$197,739​$865,339​$2,999,049

Past Dues

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2024
(in thousands)30-5960-8990+Total Past DueCurrentTotal Loans
Commercial construction​$—​$—​$—​$—​$132,643​$132,643
Commercial real estate owner occupied​89​156​798​1,043​301,651​302,694
Commercial real estate non-owner occupied​195​—​274​469​1,296,127​1,296,596
Tax exempt​—​—​—​—​38,338​38,338
Commercial and industrial​99​15​747​861​309,461​310,322
Residential real estate​478​1,070​1,279​2,827​896,296​899,123
Home equity​137​589​297​1,023​93,123​94,146
Consumer other​18​3​28​49​7,824​7,873
Total​$1,016​$1,833​$3,423​$6,272​$3,075,463​$3,081,735
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2023
(in thousands)30-5960-8990+Total Past DueCurrentTotal Loans
Commercial construction​$—​$—​$—​$—​$154,048​$154,048
Commercial real estate owner occupied​—​—​—​—​310,015​310,015
Commercial real estate non-owner occupied​—​—​103​103​1,144,463​1,144,566
Tax exempt​—​—​—​—​43,688​43,688
Commercial and industrial​465​59​330​854​310,029​310,883
Residential real estate​1,520​627​1,999​4,146​936,188​940,334
Home equity​600​—​337​937​86,746​87,683
Consumer other​10​2​—​12​7,820​7,832
Total​$2,595​$688​$2,769​$6,052​$2,992,997​$2,999,049

Non-Accrual Loans

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2024
​ · ​ · ​ · ​ · ​ · Nonaccrual With No · ​ · 90+ Days Past
(in thousands) · Nonaccrual · Related Allowance · Due and Accruing
Commercial construction​$—​$—​$—
Commercial real estate owner occupied​846​743​—
Commercial real estate non-owner occupied​469​195​—
Tax exempt​—​—​—
Commercial and industrial​1,219​389​—
Residential real estate​3,582​928​—
Home equity​954​1​—
Consumer other​30​1​—
Total​$7,100​$2,257​$—
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2023
​ · ​ · ​ · ​ · ​ · Nonaccrual With No · ​ · 90+ Days Past
(in thousands) · Nonaccrual · Related Allowance · Due and Accruing
Commercial construction​$—​$—​$—
Commercial real estate owner occupied​103​44​—
Commercial real estate non-owner occupied​340​224​—
Tax exempt​—​—​—
Commercial and industrial​363​6​—
Residential real estate​3,908​1,131​118
Home equity​809​1​22
Consumer other​5​—​—
Total​$5,528​$1,406​$140

Collateral Dependent Loans

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

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2024 · ​ · December 31, 2023
(in thousands) · Real Estate · Other · Real Estate · Other
Commercial construction​$—​$—​$—​$—
Commercial real estate owner occupied​846​—​104​—
Commercial real estate non-owner occupied​469​—​340​—
Tax exempt​—​—​—​—
Commercial and industrial​1,219​—​229​134
Residential real estate​3,582​—​3,908​—
Home equity​954​—​808​—
Consumer other​30​—​5​—
Total​$7,100​$—​$5,394​$134

Loan Modifications to Borrowers Experiencing Financial Difficulty

In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” which eliminated the accounting guidance for TDRs while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, we are no longer required to establish a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective category and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the ACL.

These modifications typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions.

The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024 and 2023, by class and by type of modification.

​​​​​​​​​​​​​​​​​​​
(in thousands) · ​ · Principal Forgiveness · ​ · Payment Delay · ​ · Term Extension · ​ · Interest Rate Reduction · ​ · Combination Interest Rate Reduction and Term Extension · ​ · % of Total Class of Loans
Three Months Ended September 30, 2024​​​​​​​​​​​​​​​​​​
Commercial construction​$—​$—​$—​$—​$—​—%
Commercial real estate owner occupied​—​—​—​—​—​—​
Commercial real estate non-owner occupied​—​—​—​—​—​—​
Tax exempt​—​—​—​—​—​—​
Commercial and industrial​—​—​9​—​—​0.00​
Residential real estate​—​70​—​—​76​0.02​
Home equity​—​—​—​—​—​—​
Consumer other​—​—​—​—​—​—​
Total​$—​$70​$9​$—​$76​0.01%
Nine Months Ended September 30, 2024​​​​​​​​​​​​​​​​​​
Commercial construction​$—​$—​$—​$—​$—​—%
Commercial real estate owner occupied​—​—​—​—​—​—​
Commercial real estate non-owner occupied​—​—​—​—​—​—​
Tax exempt​—​—​—​—​—​—​
Commercial and industrial​—​—​9​—​—​0.00​
Residential real estate​—​70​31​—​76​0.02​
Home equity​—​—​—​—​—​—​
Consumer other​—​—​—​—​—​—​
Total​$—​$70​$40​$—​$76​0.01​
​​​​​​​​​​​​​​​​​​​
(in thousands) · ​ · Principal Forgiveness · ​ · Payment Delay · ​ · Term Extension · ​ · Interest Rate Reduction · ​ · Combination Interest Rate Reduction and Term Extension · ​ · % of Total Class of Loans
Three Months Ended September 30, 2023​​​​​​​​​​​​​​​​​​
Commercial construction​$—​$—​$—​$—​$—​—%
Commercial real estate owner occupied​—​—​—​—​—​—​
Commercial real estate non-owner occupied​—​—​—​—​—​—​
Tax exempt​—​—​—​—​—​—​
Commercial and industrial​—​66​—​—​—​0.02​
Residential real estate​—​—​—​—​—​—​
Home equity​—​—​—​—​—​—​
Consumer other​—​—​—​—​—​—​
Total​$—​$66​$—​$—​$—​0.00%
Nine Months Ended September 30, 2023​​​​​​​​​​​​​​​​​​
Commercial construction​$—​$—​$—​$—​$—​—%
Commercial real estate owner occupied​—​—​—​—​—​—​
Commercial real estate non-owner occupied​—​—​—​—​—​—​
Tax exempt​—​—​—​—​—​—​
Commercial and industrial​—​66​1,387​—​—​0.47​
Residential real estate​—​—​—​100​—​0.01​
Home equity​—​—​—​—​—​—​
Consumer other​—​—​—​—​—​—​
Total​$—​$66​$1,387​$100​$—​0.05%

The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and 2023.

​​​​​​​​​​​
​ · ​ · Weighted-Average Months of Payment Delay · ​ · Weighted-Average Months of Term Extension · ​ · ​ · Weighted-Average Interest Rate Reduction
Three Months Ended September 30, 2024​​​​​​​​​​
Commercial construction​​—​​—​​—%
Commercial real estate owner occupied​​—​​—​​—​
Commercial real estate non-owner occupied​​—​​—​​—​
Tax exempt​​—​​—​​—​
Commercial and industrial​​—​​58​​—​
Residential real estate​​3​​60​​1.25​
Home equity​​—​​—​​—​
Consumer other​​—​​—​​—​
Nine Months Ended September 30, 2024​​​​​​​​​​
Commercial construction​​—​​—​​—%
Commercial real estate owner occupied​​—​​—​​—​
Commercial real estate non-owner occupied​​—​​—​​—​
Tax exempt​​—​​—​​—​
Commercial and industrial​​—​​58​​—​
Residential real estate​​3​​61​​1.25​
Home equity​​—​​—​​—​
Consumer other​​—​​—​​—​
​​​​​​​​​​​
​ · ​ · Weighted-Average Months of Payment Delay · ​ · Weighted-Average Months of Term Extension · ​ · ​ · Weighted-Average Interest Rate Reduction
Three Months Ended September 30, 2023​​​​​​​​​​
Commercial construction​​—​​—​​—%
Commercial real estate owner occupied​​—​​—​​—​
Commercial real estate non-owner occupied​​—​​—​​—​
Tax exempt​​—​​—​​—​
Commercial and industrial​​3​​4​​3.75​
Residential real estate​​—​​—​​1.38​
Home equity​​—​​—​​—​
Consumer other​​—​​—​​—​
Nine Months Ended September 30, 2023​​​​​​​​​​
Commercial construction​​—​​—​​—%
Commercial real estate owner occupied​​—​​—​​—​
Commercial real estate non-owner occupied​​—​​—​​—​
Tax exempt​​—​​—​​—​
Commercial and industrial​​3​​4​​3.75​
Residential real estate​​—​​—​​1.38​
Home equity​​—​​—​​—​
Consumer other​​—​​—​​—​

Foreclosure

There were $331 thousand of residential mortgage loans collateralized by real estate that are in the process of foreclosure as of September 30, 2024. Residential mortgage loans collateralized by real estate that are in the process of foreclosure as of December 31, 2023 totaled $430 thousand.

Mortgage Banking

Loans held for sale at September 30, 2024 had an unpaid principal balance of $1.2 million and $2.2 million as of December 31, 2023. The interest rate exposure on loans held for sale is mitigated through forward sale commitments with certain approved secondary market investors. Forward sale commitments had a notional amount of $7.0 million at September 30, 2024, and $5.0 million at December 31, 2023.

For the three months ended September 30, 2024 and 2023, we sold $20.7 million and $20.2 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $317 thousand and $14 thousand, respectively. For the nine months ended September 30, 2024 and 2023, we sold $37.9 million and $26.3 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $502 thousand and $22 thousand, respectively.

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

NOTE 4. BORROWED FUNDS

Borrowed funds at September 30, 2024 and December 31, 2023 are summarized, as follows:

​​​​​​​​​​​​​
​ · ​ · September 30, 2024 · ​ · December 31, 2023
​ · ​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​ · ​ · Weighted · ​
(dollars in thousands) · Carrying Value · Average Rate · ​ · Carrying Value · Average Rate
Short-term borrowings · ​ · ​ · ​ · ​ · ​ · ​ · ​
Advances from the FHLB​$133,8004.99%​$232,3005.46%
Advances from the FRB BTFP​​45,000​4.76​​​30,000​4.90​
Other borrowings​7,1360.21​​8,4650.56​
Total short-term borrowings​185,9364.73​​270,7655.22​
Long-term borrowings​​​​
Advances from the FHLB​2723.58​​2794.39​
Subordinated borrowings​60,5796.17​​60,4616.22​
Total long-term borrowings​60,8516.16​​60,7406.21​
Total​$246,7875.01%​$331,5055.40%

Short-term debt includes Federal Home Loan Bank of Boston (“FHLB”) advances with a remaining maturity of less than one year. We also maintain a $1.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There wasno outstanding balance on the FHLB line of credit for the periods ended September 30, 2024 and December 31, 2023. There areno variable rate short-term FHLB borrowings.

We have the capacity to borrow funds on a secured basis utilizing the Borrower in Custody program, and the Discount Window at the Federal Reserve Bank of Boston (the “Reserve Bank”). At September 30, 2024, our available secured line of credit at the Reserve Bank was $132.0 million versus $156.6 million at December 31, 2023. We have pledged certain loans and securities to the Reserve Bank to support this arrangement.

As of September 30, 2024, we maintained a Bank Term Funding Program (the “BTFP”) balance of $45 million at a fixed rate of 4.76% with a maturity date of January 16, 2025. During the first quarter 2024, we prepaid our existing advance of $30 million at a rate of 4.85%, and entered into a new advance for $65 million at a rate of 4.76%. During the third quarter of 2024, we prepaid $20 million of our existing advance. The BTFP was an additional source of liquidity with favorable prepayment terms, as we may prepay at any time without penalty. As announced by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) on January 24, 2024, the BTFP has ceased making new loans effective March 11, 2024.

We maintain an unused unsecured federal funds line of credit with a correspondent bank that has an aggregate overnight borrowing capacity of $40.0 million as of September 30, 2024 and December 31, 2023. There wasno outstanding balance on the line of credit as of September 30, 2024 and December 31, 2023.

Long-term FHLB advances consist of advances with a remaining maturity of more than one year. The advances outstanding at September 30, 2024 include no callable advances and amortizing advances of $272 thousand. There wereno callable advances outstanding and $279 thousand of amortizing advances at December 31, 2023. All FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally residential first mortgage loans and certain securities. There areno variable rate long-term FHLB borrowings.

A summary of maturities of FHLB advances as of September 30, 2024 is, as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · Weighted Average
(in thousands, except rates)​Amount​Rate
2024​$113,8005.15%
2025​20,0004.05​
Thereafter​2723.58​
Total FHLB advances​$134,0724.98%

We executed a Subordinated Note Purchase Agreement with an aggregate of $40.0 million of subordinated notes (the “Notes”) to accredited investors on November 19, 2019. The Notes have a maturity date of December 1, 2029 and bear a fixed interest rate of 4.63% through December 1, 2024 payable semi-annually in arrears. From December 1, 2024 and thereafter the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 3.27%. We have the option beginning with the interest payment date of December 1, 2024, and on any scheduled payment date thereafter, to redeem the Notes, in whole or in part upon prior approval of the Federal Reserve. The transaction included debt issuance costs of $40 thousand as of September 30, 2024 and $158 thousand net of amortization as of December 31, 2023, which are netted against the subordinated debt. On September 27, 2024, we notified the trustee of the Notes that we had exercised our option to partially redeem an aggregate $20.0 million of the Notes, effective December 1, 2024.

We also have $20.6 million in floating Junior Subordinated Deferrable Interest Debentures (“Debentures”) issued by NHTB Capital Trust II (“Trust II”) and NHTB Capital Trust III (“Trust III”), which are both Connecticut statutory trusts. The Debentures issued on March 30, 2004 carry a variable interest rate of three-month SOFR 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 we are not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into our financial statements.

Repurchase Agreements

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

​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands)​September 30, 2024​December 31, 2023
Customer Repurchase Agreements · ​ · ​
US Government-sponsored enterprises​$7,136​$8,465
Total​$7,136​$8,465

**NOTE 5.**DEPOSITS

A summary of time deposits is, as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · September 30, 2024 · December 31, 2023
Time less than $100,000​$449,922​$381,902
Time $100,000 through $250,000​187,100​163,933
Time $250,000 or more​180,332​154,425
Total​$817,354​$700,260

At September 30, 2024 and December 31, 2023, the scheduled maturities by year for time deposits are, as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · September 30, 2024 · ​ · December 31, 2023
Within 1 year​$795,594​$670,961
Over 1 year to 2 years​14,049​17,000
Over 2 years to 3 years​4,301​6,932
Over 3 years to 4 years​2,282​3,434
Over 4 years to 5 years​1,014​1,795
Over 5 years​114​138
Total​$817,354​$700,260

Included in time deposits are brokered deposits of $274.3 million and $219.6 million at September 30, 2024 and December 31, 2023, respectively. Also included in time deposits are reciprocal deposits of $55.6 million and $43.3 million at September 30, 2024 and December 31, 2023, respectively.

NOTE 6. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The actual and required capital ratios are, as follows:

​​​​​​​​​​​​​
​ · ​ · September 30, 2024 · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Minimum Regulatory · ​
​ · ​ · Actual · ​ · Capital Requirements · ​
(in thousands, except ratios) · Amount · Ratio · ​ · Amount · Ratio · ​
Company (consolidated) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Total capital to risk-weighted assets​$472,668​14.37%​$263,059​8.00%
Common equity tier 1 capital to risk-weighted assets​379,352​11.54​​147,971​4.50​
Tier 1 capital to risk-weighted assets​399,972​12.16​​197,295​6.00​
Tier 1 capital to average assets (leverage ratio)​399,972​10.09​​158,637​4.00​
​​​​​​​​​​​​​
Bank​​​​​​​​​​​​
Total capital to risk-weighted assets​$465,418​14.17%​$262,744​8.00%
Common equity tier 1 capital to risk-weighted assets​432,722​13.18​​147,793​4.50​
Tier 1 capital to risk-weighted assets​432,722​13.18​​197,058​6.00​
Tier 1 capital to average assets (leverage ratio)​432,722​10.92​​158,511​4.00​
​​​​​​​​​​​​​
​ · ​ · December 31, 2023 · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Minimum Regulatory · ​
​ · ​ · Actual · ​ · Capital Requirements · ​
(in thousands, except ratios) · Amount · Ratio · ​ · Amount · Ratio · ​
Company (consolidated) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Total capital to risk-weighted assets​$450,160​14.24%​$252,888​8.00%
Common equity tier 1 capital to risk-weighted assets​357,574​11.31​​142,249​4.50​
Tier 1 capital to risk-weighted assets​378,194​11.96​​189,666​6.00​
Tier 1 capital to average assets (leverage ratio)​378,194​9.70​​156,022​4.00​
​​​​​​​​​​​​​
Bank​​​​​​​​​​​​
Total capital to risk-weighted assets​$441,278​13.97%​$252,642​8.00%
Common equity tier 1 capital to risk-weighted assets​409,312​12.96​​142,111​4.50​
Tier 1 capital to risk-weighted assets​409,312​12.96​​189,482​6.00​
Tier 1 capital to average assets (leverage ratio)​409,312​10.50​​155,908​4.00​

In order to be classified as “well-capitalized” under the relevant regulatory framework, (i) the Company must, on a consolidated basis, maintain a total risk-based capital ratio of 10.00% or greater and a Tier 1 risk-based capital ratio of 6.00% or greater; and (ii) the Bank must maintain a total risk-based capital ratio of 10.00% or greater, a Tier 1 risk-based capital ratio of 8.00% or greater, a common equity Tier 1 capital ratio of 6.50% or greater, and a leverage ratio of 5.00% or greater. At each date shown in the tables above, the Company and the Bank met the conditions to be classified as “well-capitalized” under the relevant regulatory framework.

Accumulated other comprehensive (loss) income

Components of accumulated other comprehensive loss is, as follows:

​​​​​​​
(in thousands) · September 30, 2024 · December 31, 2023
Accumulated other comprehensive loss, before tax: · ​ · ​
Net unrealized loss on AFS securities​$(52,308)​$(62,351)
Net unrealized loss on hedging derivatives​(2,489)​(1,322)
Net unrealized loss on post-retirement plans​(1,517)​(1,540)
​​​​​​​
Income taxes related to items of accumulated other comprehensive loss:​​
Net unrealized loss on AFS securities​12,334​14,702
Net unrealized loss on hedging derivatives​587​312
Net unrealized loss on post-retirement plans​308​337
Accumulated other comprehensive loss​$(43,085)​$(49,862)

The following table presents the components of other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023:

​​​​​​​​​​
(in thousands) · Before Tax · Tax Effect · Net of Tax
Three Months Ended September 30, 2024 · ​ · ​ · ​
Net unrealized gain on AFS securities: · ​ · ​ · ​
Net unrealized gain arising during the period​$16,147​$(3,808)​$12,339
Less: reclassification adjustment for gains realized in net income​—​—​—
Net unrealized gain on AFS securities​16,147​(3,808)​12,339
​​​​​​​​​​
Net unrealized gain on hedging derivatives:​​​​
Net unrealized gain arising during the period​82​(19)​63
Less: reclassification adjustment for gains (losses) realized in net income​—​—​—
Net unrealized gain on cash flow hedging derivatives​82​(19)​63
​​​​​​​​​​
Net unrealized loss on post-retirement plans:​​​​
Net unrealized loss arising during the period​—​—​—
Less: reclassification adjustment for gains (losses) realized in net income​—​—​—
Net unrealized loss on post-retirement plans​—​—​—
Other comprehensive gain​$16,229​$(3,827)​$12,402
​​​​​​​​​​
Three Months Ended September 30, 2023​​​
Net unrealized loss on AFS securities:​​​
Net unrealized loss arising during the period​$(14,586)​$3,363​$(11,223)
Less: reclassification adjustment for gains (losses) realized in net income​—​—​—
Net unrealized loss on AFS securities​(14,586)​3,363​(11,223)
​​​​​​​​​​
Net unrealized loss on hedging derivatives:​​​​
Net unrealized loss arising during the period​(3,395)​782​(2,613)
Less: reclassification adjustment for gains (losses) realized in net income​—​—​—
Net unrealized loss on cash flow hedging derivatives​(3,395)​782​(2,613)
​​​​​​​​​​
Net unrealized loss on post-retirement plans:​​​​
Net unrealized loss arising during the period​—​—​—
Less: reclassification adjustment for gains (losses) realized in net income​—​—​—
Net unrealized loss on post-retirement plans​—​—​—
Other comprehensive loss​$(17,981)​$4,145​$(13,836)
​​​​​​​​​​
​ · ​ · ​
(in thousands) · Before Tax · Tax Effect · Net of Tax
Nine Months Ended September 30, 2024 · ​ · ​ · ​
Net unrealized gain on AFS securities: · ​ · ​ · ​
Net unrealized gain arising during the period​$10,093​$(2,380)​$7,713
Less: reclassification adjustment for gains realized in net income​50​(12)​38
Net unrealized gain on AFS securities​10,043​(2,368)​7,675
​​​​​​​​​​
Net unrealized loss on hedging derivatives:​​​​
Net unrealized loss arising during the period​(1,167)​275​(892)
Less: reclassification adjustment for gains realized in net income​—​—​—
Net unrealized loss on hedging derivatives​(1,167)​275​(892)
​​​​​​​​​​
Net unrealized gain on post-retirement plans:​​​
Net unrealized gain arising during the period​22​(28)​(6)
Less: reclassification adjustment for gains realized in net income​—​—​—
Net unrealized gain on post-retirement plans​22​(28)​(6)
Other comprehensive gain​$8,898​$(2,121)​$6,777
​​​​​​​​​​
Nine Months Ended September 30, 2023​​​
Net unrealized loss on AFS securities:​​​
Net unrealized loss arising during the period​$(14,603)​$3,345​$(11,258)
Less: reclassification adjustment for gains realized in net income​34​(8)​26
Net unrealized loss on AFS securities​(14,637)​3,353​(11,284)
​​​​​​​​​​
Net unrealized loss on hedging derivatives:​​​
Net unrealized loss arising during the period​(2,307)​531​(1,776)
Less: reclassification adjustment for gains realized in net income​—​—​—
Net unrealized loss on hedging derivatives​(2,307)​531​(1,776)
​​​​​​​​​​
Net unrealized loss on post-retirement plans:​​​
Net unrealized loss arising during the period​—​—​—
Less: reclassification adjustment for gains (losses) realized in net income​—​—​—
Net unrealized loss on post-retirement plans​—​—​—
Other comprehensive loss​$(16,944)​$3,884​$(13,060)

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax impacts, for the three and nine months ended September 30, 2024 and 2023:

​​​​​​​​​​​​​
​​
​ · Net unrealized · Net gain (loss) on · Net unrealized · ​ · ​
​ · ​ · gain (loss) · ​ · effective cash · ​ · loss · ​ · ​ · ​
​ · ​ · on AFS · ​ · flow hedging · ​ · on pension · ​ · ​ · ​
(in thousands) · ​ · Securities · ​ · derivatives · ​ · plans · ​ · Total
Three Months Ended September 30, 2024 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Balance at beginning of period​$(52,313)​$(1,965)​$(1,209)​$(55,487)
Other comprehensive gain before reclassifications​12,339​63​—​12,402
Less: amounts reclassified from accumulated other comprehensive income​—​—​—​—
Total other comprehensive gain​12,339​63​—​12,402
Balance at end of period​$(39,974)​$(1,902)​$(1,209)​$(43,085)
​​​​​​​​​​​​​
Three Months Ended September 30, 2023​​​​​
Balance at beginning of period​$(55,307)​$(957)​$(1,300)​$(57,564)
Other comprehensive loss before reclassifications​(11,223)​(2,613)​—​(13,836)
Less: amounts reclassified from accumulated other comprehensive income​—​—​—​—
Total other comprehensive loss​(11,223)​(2,613)​—​(13,836)
Balance at end of period​$(66,530)​$(3,570)​$(1,300)​$(71,400)
​​​​​​​​​​​​​
Nine Months Ended September 30, 2024​​​​​
Balance at beginning of period​$(47,649)​$(1,010)​$(1,203)​$(49,862)
Other comprehensive gain before reclassifications​7,713​(892)​(6)​6,815
Less: amounts reclassified from accumulated other comprehensive income​38​—​—​38
Total other comprehensive gain​7,675​(892)​(6)​6,777
Balance at end of period​$(39,974)​$(1,902)​$(1,209)​$(43,085)
​​​​​​​​​​​​​
Nine Months Ended September 30, 2023​​​​​​​​​​​​
Balance at beginning of period​$(55,246)​$(1,794)​$(1,300)​$(58,340)
Other comprehensive loss before reclassifications​(11,258)​(1,776)​—​(13,034)
Less: amounts reclassified from accumulated other comprehensive income​26​—​—​26
Total other comprehensive loss​(11,284)​(1,776)​—​(13,060)
Balance at end of period​$(66,530)​$(3,570)​$(1,300)​$(71,400)

The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income for three and nine months ended September 30, 2024 and 2023:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30, · ​ · ​ · Affected Line Item where
(in thousands) · 2024 · 2023 · 2024 · 2023 · Net Income is Presented
Net realized gains on AFS securities: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Before tax​$—​$—​$50​$34​Non-interest income
Tax effect​—​—​(12)​(8)​Tax expense
Total reclassifications for the period​$—​$—​$38​$26​​​

NOTE 7. EARNINGS PER SHARE

The following table presents the calculation of earnings per share:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · September 30, · ​ · September 30,
(in thousands, except per share and share data) · 2024 · 2023 · 2024 · 2023
Net income​$12,193​$11,104​$32,545​$34,907
​​​​​​​​​​​​​
Average number of basic common shares outstanding​15,260,942​15,155,457​15,229,029​15,134,954
Plus: dilutive effect of stock options and awards outstanding​65,132​40,067​62,863​53,765
Average number of diluted common shares outstanding(1)​15,326,074​15,195,524​15,291,892​15,188,719
​​​​​​​​​​​​​
Earnings per share:​​​​
Basic​$0.80​$0.73​$2.14​$2.31
Diluted​​0.80​​0.73​​2.13​​2.30
(1)Average diluted shares outstanding are computed using the treasury stock method.

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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

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

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

The following tables present information about derivative assets and liabilities at September 30, 2024 and December 31, 2023:

​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​
​ · ​ · Notional · ​ · Average · ​ · Fair Value · ​ · Location Fair
​ · ​ · Amount · ​ · Maturity · ​ · Asset (Liability) · Value Asset
​ · (in thousands) · (in years) · (in thousands) · (Liability)
Cash flow hedges:​​​​​​​​​​​
Interest rate swap on wholesale funding​$75,000​0.3​$745​Other assets
Interest rate swap on variable rate loans​​50,000​​1.5​​(2,069)​Other liabilities
Total cash flow hedges​125,000​​​​(1,324)​​
​​​​​​​​​​​​
Fair value hedges:​​​​​​​​​​​
Interest rate swap on securities​37,190​4.8​3,005​Other assets
Total fair value hedges​37,190​​​​3,005​​
​​​​​​​​​​​​
Economic hedges:​​​​​​​​​​​
Forward sale commitments​7,025​0.1​(8)​Other liabilities
Customer Loan Swaps-MNA Counterparty​​193,534​​4.4​​(10,620)​Other liabilities
Customer Loan Swaps-RPA Counterparty​​143,914​​5.3​​—​Other liabilities
Customer Loan Swaps-Customer​​337,448​​4.8​​10,620​Other assets
Total economic hedges​681,921​​​​(8)​​
​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​​​​​​
Interest rate lock commitments​7,502​0.1​147​Other assets
Total non-hedging derivatives​7,502​​​​147​​
​​​​​​​​​​​​
Total​$851,613​​​​$1,820​​
​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​
​ · ​ · Notional · ​ · Average · ​ · Fair Value · ​ · Location Fair
​ · ​ · Amount · ​ · Maturity · ​ · Asset (Liability) · Value Asset
​ · (in thousands) · (in years) · (in thousands) · (Liability)
Cash flow hedges: · ​ · ​ · ​ · ​ · ​
Interest rate swap on wholesale funding​$75,000​1.0​$2,803​Other assets
Interest rate swap on variable rate loans​​50,000​​2.2​​(3,459)​Other liabilities
Total cash flow hedges​125,000​​​​(656)​​
​​​​​​​​​​​​
Fair value hedges:​​​​​​​​​​​
Interest rate swap on securities​37,190​5.6​3,844​Other assets
Total fair value hedges​37,190​​​​3,844​​
​​​​​​​​​​​​
Economic hedges:​​​​​​​​​​​
Forward sale commitments​​5,000​—​(20)​Other liabilities
Customer Loan Swaps-MNA Counterparty​​197,683​​4.9​​(14,842)​Other liabilities
Customer Loan Swaps-RPA Counterparty​​133,703​​4.9​​—​Other liabilities
Customer Loan Swaps-Customer​​331,386​​4.9​​14,842​Other assets
Total economic hedges​667,772​​​​(20)​​
​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​​​​​
Interest rate lock commitments​3,153​0.1​63​Other assets
Total non-hedging derivatives​3,153​​​​63​​
​​​​​​​​​​​​
Total​$833,115​​​​$3,231​​

As of September 30, 2024 and December 31, 2023, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedges:

​​​​​​​​​
​ · ​ · ​ · ​ · Cumulative Amount of Fair
​ · ​ · Location of Hedged Item on · ​ · Carrying Amount of Hedged · ​ · Value Hedging Adjustment in
​ · Balance Sheet · Assets · Carrying Amount
September 30, 2024 · ​ · ​
Interest rate swap on securitiesSecurities available for sale​$33,019​$(4,171)
​​​​​​​​​
December 31, 2023​​
Interest rate swap on securitiesSecurities available for sale​$32,680​$(4,510)

Information about derivative assets and liabilities for the three and nine months ended September 30, 2024 and 2023, follows:

​​​​​​​​​​​​​​
​ · ​ · Three Months Ended September 30, 2024
​ · Amount of · ​ · Amount of · ​ · ​
​ · ​ · Gain (Loss) · ​ · ​ · ​ · Gain (Loss) · ​ · ​ · ​ · ​
​ · ​ · Recognized in · ​ · ​ · ​ · Reclassified · ​ · Location of · ​ · Amount of
​ · ​ · Other · ​ · Location of Gain (Loss) · ​ · from Other · ​ · Gain (Loss) · ​ · Gain (Loss)
​ · ​ · Comprehensive · ​ · Reclassified from Other · ​ · Comprehensive · ​ · Recognized in · ​ · Recognized
(in thousands) · Income · Comprehensive Income · Income · Income · in Income
Cash flow hedges: · ​ · ​ · ​
Interest rate swap on wholesale funding​$(706)​Interest expense​$—Interest expense​$828
Interest rate swap on variable rate loans​​911​Interest income​​—​Interest income​​(588)
Total cash flow hedges​205​​—​240
​​​​​​​​​​​​​​
Fair value hedges:​​​​​​
Interest rate swap on securities​(142)Interest income​—Interest income​372
Total fair value hedges​(142)​​—​372
​​​​​​​​​​​​​​
Economic hedges:​​​​​​
Forward commitments​—Other income​—Mortgage banking income​(23)
Total economic hedges​—​​—​(23)
​​​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​
Interest rate lock commitments​—Other expense​—Mortgage banking income​1
Total non-hedging derivatives​—​​—​1
​​​​​​​​​​​​​​
Total​$63​​​$—​$590
​​​​​​​​​​​​​​
​ · ​ · Three Months Ended September 30, 2023
​ · Amount of · ​ · Amount of · ​ · ​
​ · ​ · Gain (Loss) · ​ · ​ · ​ · Gain (Loss) · ​ · ​ · ​ · ​
​ · ​ · Recognized in · ​ · ​ · ​ · Reclassified · ​ · Location of · ​ · Amount of
​ · ​ · Other · ​ · Location of Gain (Loss) · ​ · from Other · ​ · Gain (Loss) · ​ · Gain (Loss)
​ · ​ · Comprehensive · ​ · Reclassified from Other · ​ · Comprehensive · ​ · Recognized in · ​ · Recognized
(in thousands) · ​ · Income · ​ · Comprehensive Income · ​ · Income · ​ · Income · ​ · in Income
Cash flow hedges: · ​ · ​ · ​
Interest rate swap on wholesale funding​$(564)Interest expense​$—Interest expense​$816
Interest rate swap on variable rate loans​​48​Interest income​​—​Interest income​​(578)
Total cash flow hedges​​(516)​​​—​​238
​​​​​​​​​​​​​​
Fair value hedges:​​​​​​​
Interest rate swap on securities​(2,096)Interest income​—Interest income​369
Total economic hedges​​(2,096)​​​—​369
​​​​​​​​​​​​​​
Economic hedges:​​​​​​​
Forward commitments​—Other income​—Mortgage banking income​(2)
Total economic hedges​​—​​​—​(2)
​​​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​
Interest rate lock commitments​—Other expense​—Mortgage banking income​24
Total non-hedging derivatives​​—​​​—​24
​​​​​​​​​​​​​​
Total​$(2,612)​$—​$629
​​​​​​​​​​​​​​
​ · ​ · Nine Months Ended September 30, 2024
​ · Amount of · ​ · Amount of · ​ · ​
​ · ​ · Gain (Loss) · ​ · ​ · ​ · Gain (Loss) · ​ · ​ · ​ · ​
​ · ​ · Recognized in · ​ · ​ · ​ · Reclassified · ​ · Location of · ​ · Amount of
​ · ​ · Other · ​ · Location of Gain (Loss) · ​ · from Other · ​ · Gain (Loss) · ​ · Gain (Loss)
​ · ​ · Comprehensive · ​ · Reclassified from Other · ​ · Comprehensive · ​ · Recognized in · ​ · Recognized
(in thousands) · Income · Comprehensive Income · Income · Income · in Income
Cash flow hedges: · ​ · ​ · ​
Interest rate swap on wholesale funding​$(1,572)​Interest expense​$—Interest expense​$2,483
Interest rate swap on variable rate loans​​1,062​Interest income​​—​Interest income​​(1,758)
Total cash flow hedges​(510)​​—​725
​​​​​​​​​​​​​​
Fair value hedges:​​​​​​
Interest rate swap on securities​(382)Interest expense​—Interest income​1,113
Total fair value hedges​(382)​​—​1,113
​​​​​​​​​​​​​​
Economic hedges:​​​​​​
Forward commitments​—Other income​—Mortgage banking income​12
Total economic hedges​—​​—​12
​​​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​
Interest rate lock commitments​—Other expense​—Mortgage banking income​84
Total non-hedging derivatives​—​​—​84
​​​​​​​​​​​​​​
Total​$(892)​​​$—​$1,934
​​​​​​​​​​​​​​
​ · ​ · Nine Months Ended September 30, 2023
​ · Amount of · ​ · Amount of · ​ · ​
​ · ​ · Gain (Loss) · ​ · ​ · ​ · Gain (Loss) · ​ · ​ · ​ · ​
​ · ​ · Recognized in · ​ · ​ · ​ · Reclassified · ​ · Location of · ​ · Amount of
​ · ​ · Other · ​ · Location of Gain (Loss) · ​ · from Other · ​ · Gain (Loss) · ​ · Gain (Loss)
​ · ​ · Comprehensive · ​ · Reclassified from Other · ​ · Comprehensive · ​ · Recognized in · ​ · Recognized
(in thousands) · ​ · Income · ​ · Comprehensive Income · ​ · Income · ​ · Income · ​ · in Income
Cash flow hedges: · ​ · ​ · ​
Interest rate swap on wholesale funding​$(786)Interest expense​$—Interest expense​$2,225
Interest rate swap on variable rate loans​​178​Interest income​​—​Interest income​​(1,575)
Total cash flow hedges​​(608)​​​—​​650
​​​​​​​​​​​​​​
Fair value hedges:​​​​​​​
Interest rate swap on securities​(1,168)Interest income​—Interest income​985
Total economic hedges​​(1,168)​​​—​985
​​​​​​​​​​​​​​
Economic hedges:​​​​​​​
Forward commitments​—Other income​—Mortgage banking income​47
Total economic hedges​​—​​​—​47
​​​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​
Interest rate lock commitments​—Other expense​—Mortgage banking income​(79)
Total non-hedging derivatives​​—​​​—​(79)
​​​​​​​​​​​​​​
Total​$(1,776)​$—​$1,603

The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023:

​​​​​​​​​​​​​​​​
​ · ​ · Three Months Ended September 30, 2024
​ · ​ · Interest and Dividend Income · ​ · Interest Expense · ​ · ​ · ​
(in thousands) · Loans · ​ · Securities and other · Deposits · ​ · Borrowings · Non-interest Income
Income and expense line items presented in the consolidated statements of income$42,042​$6,538​$16,174​$3,448​$9,653
​​​​​​​​​​
The effects of cash flow and fair value hedging:​​​​​​​​​​​​​​​
​​​​​​​​​​
Gain (loss) on cash flow hedges:​​​​​​​​​​​​​​​
Interest rate swap on wholesale funding​​—​​—​​—​​828​​—
Interest rate swap on variable rate loans​(588)​​—​—​​—​—
​​​​​​​​​​
Gain (loss) on fair value hedges:​​​​​​​​​​
Interest rate swap on securities​​—​​372​​—​​—​​—
​​​​​​​​​​​​​​​​
​​Three Months Ended September 30, 2023
​​Interest and Dividend Income​Interest Expense​​​
(in thousands)Loans​Securities and otherDeposits​BorrowingsNon-interest Income
Income and expense line items presented in the consolidated statements of income$38,412​$6,723​$11,415​$4,534​$8,815
​​​​​​​​​​
The effects of cash flow and fair value hedging:​​​​​​​​​​​​​​​
​​​​​​​​​​
Gain (loss) on cash flow hedges:​​​​​​​​​​​​​​​
Interest rate swap on wholesale funding​​—​​—​​—​​816​​—
Interest rate swap on variable rate loans​(578)​​—​—​​—​—
​​​​​​​​​​
Gain (loss) on fair value hedges:​​​​​​​​​​
Interest rate swap on securities​​—​​369​​—​​—​​—
​​​​​​​​​​​​​​​​
​ · ​ · Nine Months Ended September 30, 2024
​ · ​ · Interest and Dividend Income · ​ · Interest Expense · ​ · ​ · ​
(in thousands) · Loans · ​ · Securities and other · Deposits · ​ · Borrowings · Non-interest Income
Income and expense line items presented in the consolidated statements of income$122,146​$19,095​$45,486​$10,983​$27,496
​​​​​​​​​​
The effects of cash flow and fair value hedging:​​​​​​​​​​​​​​​
​​​​​​​​​​
Gain (loss) on cash flow hedges:​​​​​​​​​​​​​​​
Interest rate swap on wholesale funding​​—​​—​​—​​2,483​​—
Interest rate swap on variable rate loans​(1,758)​​—​—​​—​—
​​​​​​​​​​
Gain (loss) on fair value hedges:​​​​​​​​​​
Interest rate swap on securities​​—​​1,113​​—​​—​​—
​​​​​​​​​​​​​​​​
​​Nine Months Ended September 30, 2023
​​Interest and Dividend Income​Interest Expense​​​
(in thousands)Loans​Securities and otherDeposits​BorrowingsNon-interest Income
Income and expense line items presented in the consolidated statements of income$109,889​$18,478​$25,270​$14,215​$26,979
​​​​​​​​​​
The effects of cash flow and fair value hedging:​​​​​​​​​​​​​​​
​​​​​​​​​​
Gain (loss) on cash flow hedges:​​​​​​​​​​​​​​​
Interest rate swap on wholesale funding​​—​​—​​—​​2,225​​—
Interest rate swap on variable rate loans​(1,575)​​—​—​​—​—
​​​​​​​​​​
Gain (loss) on fair value hedges:​​​​​​​​​​
Interest rate swap on securities​​—​​985​​—​​—​​—

The effect of derivatives not designated as hedging instruments on the consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 is as follows:

​​​​​​​​​​​​​​​
​ · ​ · Location of Gain (Loss) Recognized · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30,
(In thousands) · ​ · in Non-interest Income · ​ · 2024 · ​ · ​ · 2023 · ​ · 2024 · ​ · ​ · 2023
Economic hedges:​​​​​​​​​​​​​​
Forward commitments​Mortgage banking income​$(23)​$(2)​$12​$47
​​​​​​​​​​​​​​​
Non-hedging derivatives:​​​​​​​​​​​​​​
Interest rate lock commitments​Mortgage banking income​​1​​24​​84​​(79)

Cash flow hedges

Interest rate swaps on wholesale funding

As of September 30, 2024, we havetwo interest rate swaps on wholesale borrowings to limit our exposure to rising interest rates over afive-year term on 3-month FHLB borrowings or brokered certificates, or a combination thereof at each maturity date. The first of thetwo agreements was entered into in November 2019 with a $50.0 million notional amount and pays a fixed interest rate of 1.53%. A second agreement was entered into in April 2020 with a $25.0 million notional amount and pays a fixed rate of 0.59%. The financial institution counterparty pays us interest on the daily SOFR rate plus 26 basis points. We designated the swaps as cash flow hedges.

Interest rate swap on variable rate loans

We have an interest rate swap that effectively fixes our interest rate on $50 million at the daily SOFR rate plus 11 basis points of based loan assets at 0.806% plus the credit spread on the loans that reprices on a weighted average basis. The instrument is specifically designed to hedge the risk of changes in its cash flows from interest receipts attributable to changes in a contractually specified interest rate, on an amount of our variable rate loan assets equal to $50 million. We designated the swap as a cash flow hedge.

Fair value hedges

Interest rate swap on securities

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. We utilize interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for-sale. The hedging strategy on securities converts the fixed interest rates to SOFR based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. During 2019, we entered into eight swap transactions with a notional amount of $37.2 million designated as fair value hedges. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate securities. The fixed rates on the transactions have a weighted average of 1.70%.

Economic hedges

Forward sale commitments

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

Customer loan derivatives

We enter into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. We mitigate this risk by entering into equal and offsetting loan swap agreements with highly rated third-party financial

institutions. The loan swap agreements are free standing derivatives and are recorded at fair value in our consolidated balance sheet. We are party to MNAs with our financial institutional counterparties; however, we do not offset assets and liabilities under these arrangements for financial statement presentation purposes.

The MNAs 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.

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Gross Amounts Offset in the Consolidated Balance Sheet
​ · ​ · Derivative · ​ · ​ · ​ · Cash Collateral · ​ · ​ · ​
(in thousands)LiabilitiesDerivative AssetsPledgedNet Amount
As of September 30, 2024​​​​​​​​
Customer Loan Derivatives: · ​ · ​ · ​ · ​
MNA counterparty​$(10,620)​$10,620​$—​$—
RPA counterparty​—​—​—​—
Total​$(10,620)​$10,620​$—​$—
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Gross Amounts Offset in the Consolidated Balance Sheet
​ · ​ · Derivative · ​ · ​ · ​ · Cash Collateral · ​ · ​ · ​
(in thousands)LiabilitiesDerivative AssetsPledgedNet Amount
As of December 31, 2023​​​​​​​​
Customer Loan Derivatives: · ​ · ​ · ​ · ​
MNA counterparty​$(14,842)​$14,842​$—​$—
RPA counterparty​—​—​—​—
Total​$(14,842)​$14,842​$—​$—

Non-hedging derivatives

Interest rate lock commitments

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

NOTE 9. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

​​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · Level 1 · Level 2 · Level 3 · Total
(in thousands) · ​ · Inputs · ​ · Inputs · ​ · Inputs · ​ · Fair Value
Available for sale securities: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Obligations of US Government-sponsored enterprises​$—​$1,363​$—​$1,363
Mortgage-backed securities:​​​​​
US Government-sponsored enterprises​​—​​189,452​​—​​189,452
US Government agency​—​96,327​—​96,327
Private label​—​45,387​—​45,387
Obligations of states and political subdivisions thereof​—​109,327​—​109,327
Corporate bonds​—​94,036​—​94,036
Loans held for sale​​—​​1,272​​—​​1,272
Derivative assets​—​14,370​147​14,517
Derivative liabilities​—​(12,689)​(8)​(12,697)
​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · Level 1 · Level 2 · Level 3 · Total
(in thousands) · ​ · Inputs · ​ · Inputs · ​ · Inputs · ​ · Fair Value
Available for sale securities: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Obligations of US Government-sponsored enterprises​$—​$1,992​$—​$1,992
Mortgage-backed securities:​​​​​
US Government-sponsored enterprises​​—​​193,282​​—​​193,282
US Government agency​—​74,213​—​74,213
Private label​—​59,051​—​59,051
Obligations of states and political subdivisions thereof​—​110,168​—​110,168
Corporate bonds​—​95,868​—​95,868
Loans held for sale​​—​​2,189​​—​​2,189
Derivative assets​—​21,775​63​21,838
Derivative liabilities​—​(18,587)​(20)​(18,607)

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

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

Derivative Assets and Liabilities

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

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

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

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

Although we have determined that the majority of the inputs used to value customer loan derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and counterparties. However, as of September 30, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three and nine months ended September 30, 2024 and 2023:

​​​​​​​
​ · ​ · Assets (Liabilities)
​ · ​ · Interest Rate Lock · ​ · Forward
(in thousands) · Commitments · Commitments
Three Months Ended September 30, 2024 · ​ · ​ · ​ · ​
Balance at beginning of period​$146​$15
Realized gain recognized in non-interest income​1​(23)
Balance at end of period​$147​$(8)
​​​​​​​
Three Months Ended September 30, 2023​​​​
Balance at beginning of period​$8​$—
Realized gain (loss) recognized in non-interest income​17​47
Balance at end of period​$25​$47
​​​​​​​
Nine Months Ended September 30, 2024​​
Balance at beginning of period​$63​$(20)
Realized gain recognized in non-interest income​84​12
Balance at end of period​$147​$(8)
​​​​​​​
Nine Months Ended September 30, 2023​​
Balance at beginning of period​$—​$—
Realized loss recognized in non-interest income​25​47
Balance at end of period​$25​$47

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

​​​​​​​​​​​​
​ · ​ · Fair Value · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands, · ​ · September 30, · ​ · Valuation · ​ · Unobservable · ​ · Unobservable · ​
except ratios) · 2024 · Techniques · Inputs · Input Value
Assets (Liabilities) · ​ · ​ · ​ · ​ · ​ · ​
Interest Rate Lock Commitment$147​Pull-through Rate AnalysisClosing Ratio​88%
​​​​Pricing Model​Origination Costs, per loan​$1.7​
​​​​​Discount Cash Flows​Mortgage Servicing Asset​​1.0%
​​​​​​​​​​​
Forward Commitments​(8)​Quoted prices for similar loans in active marketsFreddie Mac pricing system​$101 to $104.2​
Total​$139​​​​​​​​
​​​​​​​​​​​​
​Fair Value​​​Significant
​​December 31,​Valuation​Unobservable​Unobservable​
(in thousands, except ratios)2023​TechniquesInputsInput Value​
Assets (Liabilities)​​​​​​
Interest Rate Lock Commitment$63​Pull-through Rate AnalysisClosing Ratio​95%
​​​​Pricing Model​Origination Costs, per loan​$1.7​
​​​​​Discount Cash Flows​Mortgage Servicing Asset​​1.0%
​​​​​​​​​​​
Forward Commitments​(20)​Quoted prices for similar loans in active marketsFreddie Mac pricing system​$100.9 to $103.3​
Total​$43​​​​​​​​

Non-Recurring Fair Value Measurements

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

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Fair Value
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Three Months Ended · ​ · Nine Months Ended · ​ · Measurement Date as of
​ · ​ · Sep 30, 2024 · ​ · Dec 31, 2023 · ​ · September 30, 2024 · ​ · September 30, 2024 · ​ · September 30, 2024
​ · ​ · Level 3 · ​ · Level 3 · ​ · Total · ​ · Total · ​ · Level 3
(in thousands) · Inputs · Inputs · Gains (Losses) · Gains (Losses) · Inputs
Assets · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Individually evaluated loans​$3,496​$3,500​$867​$(4)​September 2024
Capitalized servicing rights​6,545​​6,764​(449)​(219)September 2024
Premises held for sale​252​​1,154​—​(902)September 2024
Total​$10,293​$11,418​$418​$(1,125)

There areno liabilities measured at fair value on a non-recurring basis in 2024 and 2023.

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

​​​​​​​​​​​​
(in thousands, except ratios) · Fair Value September 30, 2024 · Valuation Techniques · Unobservable Inputs · Range (Weighted Average)(a)
Assets · ​ · ​ · ​ · ​
Individually evaluated loans​$3,001Fair value of collateral-appraised valueLoss severity​​10% to 61%​
​​​​​​Appraised value​​$215 to $1,260​
​​​​​​​​​​​​
Individually evaluated loans​495Discount cash flowDiscount rate​4.00% to 4.99%​
​​​​​​Cash flows​​$504 to $505​
​​​​​​​​​​​​
Capitalized servicing rights​6,545Discounted cash flowConstant prepayment rate​7.64%​
​​​Discount rate​10.06%​
​​​​​​​​​​​​
Premises held for sale​252Fair value of asset less selling costsAppraised value​​$265​
​​​Selling Costs​5%​
Total​$10,293​​
(a)Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individual properties.
​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands, except ratios) · Fair Value December 31, 2023 · Valuation Techniques · Unobservable Inputs · Range (Weighted Average)(a) · ​
Assets · ​ · ​ · ​ · ​
Individually evaluated loans​$2,437Fair value of collateral-appraised valueLoss severity​​10% to 43%​
​​​​​​Appraised value​​$80 to $965​
​​​​​​​​​​​​
Individually evaluated loans​1,063Discount cash flowDiscount rate​3.25% to 7.13%​
​​​​​​Cash flows​​$2 to $520​
​​​​​​​​​​​​
Capitalized servicing rights​6,764Discounted cash flowConstant prepayment rate​7.20%​
​​​Discount rate​10.06%​
​​​​​​​​​​​​
Premises held for sale​1,154Fair value of asset less selling costsAppraised value​​$1,223​
​​​Selling Costs​6%​
Total​$11,418​​
(a)Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individual properties.

There wereno Level 1 or Level 2 non-recurring fair value measurements for the periods ended September 30, 2024 and December 31, 2023.

Individually evaluated loans

Loans are generally not recorded at fair value on a recurring basis. Periodically, we record non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. 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, we record the property at the fair value of the asset less the estimated sales costs. Thereafter, OREO properties are recorded at the lower of cost or fair value less the estimated sales costs. OREO fair values are primarily determined based on Level 3 data including sales comparables and appraisals. There was no OREO as of September 30, 2024 and December 31, 2023.

Premises held for sale

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

Summary of Estimated Fair Values of Financial Instruments

The estimated fair values, and related carrying amounts, of our financial instruments are included in the table below. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.

​​​​​​​​​​​​​​​​
​ · ​ · September 30, 2024
​ · ​ · Carrying · ​ · Fair · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · Amount · Value · Level 1 · Level 2 · Level 3
Financial Assets · ​ · ​ · ​ · ​ · ​
Cash and cash equivalents​$81,220​$81,220​$81,220​$—​$—
Securities available for sale​535,892​535,892​—​535,892​—
FHLB stock​7,600​7,600​—​7,600​—
Loans held for sale​​1,272​​1,272​​—​​1,272​​—
Net loans​3,052,715​2,900,619​—​—​2,900,619
Accrued interest receivable​5,360​5,360​—​5,360​—
Cash surrender value of bank-owned life insurance policies​81,824​81,824​—​81,824​—
Derivative assets​14,517​14,517​—​14,370​147
​​​​​​​​​​​​​​​​
Financial Liabilities​​​​​
Non-maturity deposits​$2,443,732​$2,338,648​$—​$2,338,648​$—
Time deposits​​817,354​​815,614​​—​​815,614​​—
Securities sold under agreements to repurchase​​7,136​​7,136​​—​​7,136​​—
FRB advances​​45,000​​44,990​​—​​44,990​​—
FHLB advances​134,072​133,994​—​133,994​—
Subordinated borrowings​60,579​68,443​—​68,443​—
Derivative liabilities​12,697​12,697​—​12,689​8
​​​​​​​​​​​​​​​​
​ · ​ · December 31, 2023
​ · ​ · Carrying · ​ · Fair · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(in thousands) · Amount · Value · Level 1 · Level 2 · Level 3
Financial Assets · ​ · ​ · ​ · ​ · ​
Cash and cash equivalents​$94,842​$94,842​$94,842​$—​$—
Securities available for sale​534,574​534,574​—​534,574​—
FHLB stock​14,834​14,834​—​14,834​—
Loans held for sale​​2,189​​2,189​​—​​2,189​​—
Net loans​2,970,907​2,832,173​—​—​2,832,173
Accrued interest receivable​4,921​4,921​—​4,921​—
Cash surrender value of bank-owned life insurance policies​80,037​80,037​—​80,037​—
Derivative assets​21,838​21,838​—​21,775​63
​​​​​​​​​​​​​​​​
Financial Liabilities​​​​​
Non-maturity deposits​$2,482,012​$2,325,307​$—​$2,325,307​$—
Time deposits​​658,482​​651,855​​—​​651,855​​—
Securities sold under agreements to repurchase​​8,465​​8,465​​—​​8,465​​—
FRB advances​​30,000​​30,000​​—​​30,000​​—
FHLB advances​232,579​232,375​—​232,375​—
Subordinated borrowings​60,422​67,635​—​67,635​—
Derivative liabilities​15,607​15,607​—​15,587​20

**NOTE 10.**REVENUE FROM CONTRACTS WITH CUSTOMERS

We account for our various non-interest revenue streams and related contracts in accordance with “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 is based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue is recognized when we satisfy our performance obligation, which is generally when services are rendered and can be either satisfied at a point in time or over time. We recognize revenue at a point in time that is transactional in nature. We recognize revenue over time that is earned as services are performed and performance obligations are satisfied over time.

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

Disaggregation of Revenue

The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606:

​​​​​​​​​​​​​
​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30,
(in thousands) · 2024 · 2023 · 2024 · 2023
Non-interest income within the scope of ASC 606: · ​ · ​ · ​ · ​
Trust management fees​$3,476​$3,135​$10,464​$9,724
Financial services fees​653​387​1,528​1,158
Interchange fees​1,977​1,971​5,842​5,909
Customer deposit fees​1,521​1,669​4,610​4,688
Other customer service fees​290​286​783​780
Total non-interest income within the scope of ASC 606​​7,917​​7,448​​23,227​​22,259
Total non-interest income not within the scope of ASC 606​​1,736​​1,159​​4,269​​4,118
Total non-interest income​$9,653​$8,607​$27,496​$26,377
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended September 30, · ​ · Nine Months Ended September 30,
(in thousands) · 2024 · 2023 · 2024 · 2023
Timing of Revenue Recognition · ​ · ​ · ​ · ​
Products and services transferred at a point in time​$4,199​$4,045​$12,095​$11,842
Products and services transferred over time​3,718​3,403​11,132​10,417
Total​$7,917​$7,448​$23,227​$22,259

Trust Management Fees

The trust management business generates revenue through a range of fiduciary services including trust and estate administration and investment management to individuals, businesses, not-for-profit organizations, and municipalities. These fees are primarily earned over time as we charge our customers on a monthly or quarterly basis in accordance with investment advisory agreements. Fees are generally assessed based on a tiered scale of the average monthly market value of assets under management. 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 Osaic Institutions, Inc. (“Osaic”), a full-service third-party broker-dealer, conducting business under the assumed business name “Bar Harbor Financial Services.” Osaic is an independent registered broker-dealer and is not affiliated with the Company or its subsidiaries. We have a revenue sharing agreement with Osaic for any financial service fee income generated. Financial services fees are recognized at a point in time upon the completion of service requirements.

Interchange Fees

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

Customer Deposit Fees

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

Other Customer Service Fees

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

Contract Balances from Contracts with Customers

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

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​
(in thousands)​September 30, 2024​December 31, 2023
Balances from contracts with customers only: · ​ · ​
Other Assets​$1,332​$1,178
Other Liabilities​1,485​1,769

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

Costs to Obtain and Fulfill a Contract

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

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