BHB Bar Harbor Bankshares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): July 20, 2023

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BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

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

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company  ☐

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

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Item 2.02 Results of Operations and Financial Condition.

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On July 20, 2023, we issued a press release reporting our financial results for the quarter ended June 30, 2023. The full text of this press release, or the Earnings Release, is furnished as Exhibit 99.1 to this Current Report on Form 8-K, or this Report, and incorporated herein by reference.

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In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 2.02 of this Report and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act.

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Item 7.01 Regulation FD Disclosure.

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On July 20, 2023, we announced in the Earnings Release that our Board of Directors declared a quarterly cash dividend of $0.28 per share to shareholders of record at the close of business on August 16, 2023 and will be payable on September 15, 2023.

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The disclosure contained in Item 2.02 of this Report, including the Earnings Release, is incorporated into this Item 7.01 by reference.

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In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 of this Report and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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SIGNATURES

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

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Exhibit 99.1

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Bar Harbor Bankshares Reports Second Quarter 2023 Results; Declares Dividend

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BAR HARBOR, MAINE – July 20, 2023 - Bar Harbor Bankshares (NYSE American: BHB) (the “Company”) reported second quarter 2023 net income of $10.8 million, or $0.71 per diluted share, compared to $10.5 million, or $0.70 per diluted share, in the same quarter of 2022.  

SECOND QUARTER 2023 HIGHLIGHTS (all comparisons to the second quarter 2022, unless otherwise noted)

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Bar Harbor Bankshares’ President and Chief Executive Officer, Curtis C. Simard, stated, “We are very pleased to report our second quarter financial performance as we again delivered strong net interest income generated from robust loan growth and expanding yields on average earning assets while maintaining strong credit quality metrics.  As we think about the current pipeline, we continue to be selective based on our ability to negotiate loan pricing, which factors into the appropriate growth levels. And while deposits are at a premium forcing costs to increase as competition tightens in a continued rising rate environment, we have been able to defend our NIM relative to our peers at 3.22%.  We did see a demand for and remix into term deposits during the quarter as customers stretch for a higher and longer rate of return.  However, our cumulative deposit beta for the current rate cycle is 22% as of June 30, 2023. We believe that our deposit strategy and efforts to individually manage pricing at the relationship level will continue to provide us with a competitive advantage.”

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Mr. Simard continued, “At the end of the second quarter, our allowance for credit losses was $27.4 million. Our reserves to loan ratio increased from 0.90% to 0.91% during the quarter largely driven by a combination of loan growth and general macroeconomic trends.  Our quarterly credit trends remained strong as we saw a favorable reduction to nonaccrual loans across all products and improvements in delinquencies.”

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Mr. Simard concluded, “The operating environment for banks has changed yet again in 2023, but our strategy has not. We have built a bank with great people and sound operating principles that is made for shifting environments.  As the only community bank headquartered in Northern New England with branches in Maine, New Hampshire and Vermont, we have been operating largely in conservative diversified Northeast markets for more than 135 years, including metropolitan areas, midsized cities and small towns. We serve a stable and diversified customer base with deposits from nearly all banking segments, including consumer, high net worth, small businesses, larger corporate, government agencies and commercial real estate. And here in the first half of 2023, these markets have remained resilient in the face of an uncertain macroeconomic environment. Unemployment rates remained stable within our footprint, continuing to come in below the national average. We believe that the consumer remains financially healthy, and our business customers continue to seek ways to expand and optimize their operations where it makes sense.”

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DIVIDEND DECLARED

The Company’s Board of Directors voted to declare a cash dividend of $0.28 per share to shareholders of record at the close of business on August 16, 2023 payable on September 15, 2023.  This dividend equates to a 4.55% annualized yield based on the $24.64 closing share price of the Company’s common stock on June 30, 2023, the last trading day of the second quarter 2023.

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FINANCIAL CONDITION

Total assets grew to $4.0 billion at the end of the second quarter 2023 from $3.9 billion at the end of the first quarter 2023 primarily due to continued loan growth.  In the second quarter 2023, loans increased by $63.5 million primarily driven by commercial loans that grew $56.4 million, including $28.0 million from new customers primarily in the Real Estate and Leasing industries.  Residential loans were relatively flat due to low production and profitable sales into the secondary market during the second quarter 2023.  Consumer loans dropped by $1.7 million from the end of the first quarter 2023 due to run-off of balances associated with the repricing of home equity lines of credit to the higher interest rate environment.  

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Securities available for sale decreased $538.2 million in the second quarter 2023, from $557.0 million in the first quarter 2023 as amortization and prepayments were used to fund loan growth.  Throughout the past year, the yields on our securities have risen steadily with the rate environment, but we have curtailed durations to reduce our longer-term rate risk.  Unrealized losses on securities totaled $55.3 million at the end of the second quarter 2023 versus $50.6 million at the end of the first quarter 2023 reflecting continued increases in market rates.

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The allowance for credit losses (“ACL”) was $27.4 million at the end of the second quarter of 2023, compared to $26.6 million at the end of the first quarter of 2023.  The ratio of allowance for credit losses to total loans increased to 0.91% from 0.90% due largely to loan growth and more conservative macroeconomic forecasting, specifically in national unemployment.  Non-accruing loans during the second quarter 2023 decreased to $6.7 million from $7.8 million at the end of the first quarter, which reflects improvements in lending relationships across all product lines.  

Total deposits were $3.1 billion at the end of the second and first quarter 2023, which gave rise to a slightly higher loan to deposit ratio of 97% compared to 96%, respectively, on higher loan balances.  Demand and other non-interest bearing deposits decreased $34.0 million largely driven by non-personal institutional outflows due to seasonality. Savings deposits decreased $40.0 million evenly throughout the second quarter 2023.  However, we opened 1,600 non-maturity accounts with new customers with an average balance of $10 thousand during the second quarter 2023.  Time deposits increased $231.3 million in the second quarter 2023 primarily due to a shift from non-maturity accounts and a $131.5 million increase in brokered deposits. Our deposit composition at the end of the second quarter 2023 was 46% commercial customers and 54% consumer customers, compared with 47% and 53%, respectively at year-end 2022.

The Company’s book value per share was $27.12 at June 30, 2023, compared with $26.09 at the end of the fourth quarter 2022. Tangible book value per share (non-GAAP measure) was $18.88 at the end of the second quarter 2023, compared to $17.78 at the end of the fourth quarter 2022, which is an annualized rate of return of approximately 12%.  

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RESULTS OF OPERATIONS

Net income in the second quarter 2023 was $10.8 million, or $0.71 per diluted share, versus $10.5 million, or $0.70 per diluted share, in the same quarter of 2022.  NIM increased to 3.22% in the second quarter 2023 compared to 3.19% in the same quarter of 2022. The increase was primarily driven by new loans and yield expansion on existing variable rate loans, which were partially offset by a higher cost of funds.  The yield on loans expanded to 4.99% at the end of the second quarter 2023, up from 3.71% in the same quarter of 2022.  Costs of interest-bearing liabilities increased to 1.99% in the second quarter 2023 from 0.36% in the same quarter 2022 as our costs continue to drift upwards from subsequent interest rate hikes.  We also experienced a shift in deposit composition to time deposits as some customers continue to seek higher returns.  In the second quarter 2023, we had a heavier reliance on whole-sale borrowings than in the second quarter 2022, which also has a cost that is almost 200 basis points higher than in the prior year quarter.

The provision for credit losses in the second quarter of 2023 was $750 thousand, compared to $534 thousand in the same quarter of 2022, primarily driven by loan growth and slightly higher provisioning given current market conditions.  Our strong credit performance continues and net charge-offs were near zero.

Non-interest income was $9.0 million in the second quarter 2023 and 2022.  Customer service fees grew to $3.8 million in the second quarter 2023 from $3.7 million in the same quarter of 2022 on a higher number of transactional accounts.  Wealth management income was $3.8 million in the second quarter 2023 and 2022 as higher inflows of cash since 2022 were offset by lower security valuations of assets under management in 2023.  

Non-interest expense was $23.4 million in the second quarter of 2023 compared to $21.7 million in the same quarter of 2022 principally due to higher salary and benefit expense.  Salary and benefit expense increased due to annual salary adjustments that were effective at the end of the first quarter of 2023 and higher post-retirement expense in 2023 as compared to the prior year quarter due to changes in discount rates.  

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BACKGROUND

Bar Harbor Bankshares (NYSE American: BHB) is the parent company of its wholly-owned subsidiary, Bar Harbor Bank & Trust. Founded in 1887, Bar Harbor Bank & Trust is a true community bank serving the financial needs of its clients for over 135 years. Bar Harbor Bank & Trust provides full-service community banking with office locations in all three Northern New England states of Maine, New Hampshire and Vermont. For more information, visit www.barharbor.bank.

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FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements relating to Company’s deposit strategy, monitoring the Company’s asset quality, the current economic outlook, our ability to expand and optimize operations, Company management’s optimism about the Company’s market and financial positions, and the Company’s plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (1) deterioration in the financial performance and/or condition of borrowers of Bar Harbor Bank & Trust (the “Bank”), including as a result of the negative impact of inflationary pressures on our customers and their businesses resulting in significant increases in credit losses and provisions for those losses; (2) the possibility that our asset quality could decline or that we experience greater loan losses than anticipated; (3) increased levels of other real estate owned, primarily as a result of foreclosures; (4) the impact of liquidity needs on our results of operations and financial condition; (5) competition from financial institutions and other financial service providers; (6) the effect of interest rate increases on the cost of deposits; (7) unanticipated weakness in loan demand or loan pricing; (8) adverse conditions in the national or local economies including in our markets throughout Northern New England; (9) changes in consumer spending, borrowing and saving habits; (10) the effects of new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the virus, and the resulting impact on general economic and financial market conditions and on the Company’s and our customers' business, results of operations, asset quality and financial condition; (11) the effects of civil unrest, international hostilities or other geopolitical events, including the war in Ukraine; (12) inflation, interest rate, market, and monetary fluctuations; (13) lack of strategic growth opportunities or our failure to execute on available opportunities; (14) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits; (15) our ability to effectively manage problem credits; (16) our ability to successfully implement efficiency initiatives on time and with the results projected; (17) our ability to successfully develop and market new products and technology; (18) the impact of negative developments in the financial industry and United States and global capital and credit markets; (19) our ability to retain executive officers and key employees and their customer and community relationships; (20) our ability to adapt to technological changes; (21) risks associated with litigation, including reputational and financial risks and the applicability of insurance coverage; (22) our ability to implement new technology effectively; (23) the vulnerability of the Bank’s computer and information technology systems and networks, and the systems and networks of third parties with whom the Company or the Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches and interruptions; (24) changes in the reliability of our vendors, internal control systems or information systems; (25) ongoing competition in the labor markets and increased employee turnover; (26) the potential impact of climate change; (27) the impact of pandemics, epidemics or any other health-related crisis; (28) our ability to comply with various governmental and regulatory requirements applicable to financial institutions; (29) changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments; (30) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Board of Governors of the Federal Reserve System; (31) adverse impacts (including costs, fines, reputational harm, or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions; and (32) general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. Additional factors which could affect the forward-looking statements can be found in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov. The Company believes the forward-looking statements contained herein are reasonable; however, many of such risks, uncertainties, and other factors are beyond the Company’s ability to control or predict and undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, update or revise any forward-looking statement.

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NON-GAAP FINANCIAL MEASURES

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

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

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

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CONTACTS

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Josephine Iannelli; EVP, Chief Financial Officer & Treasurer; (207) 288-3314

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BAR HARBOR BANKSHARES

SELECTED FINANCIAL HIGHLIGHTS - UNAUDITED

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A

BAR HARBOR BANKSHARES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

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B

BAR HARBOR BANKSHARES

CONSOLIDATED LOAN & DEPOSIT ANALYSIS - UNAUDITED

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LOAN ANALYSIS

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DEPOSIT ANALYSIS

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*Indicates ratio greater than 100%

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C

BAR HARBOR BANKSHARES

CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

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