OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 001-13349
BAR HARBOR BANKSHARES
Maine |
01-0393663 |
(State
or other jurisdiction of |
(I.R.S.
Employer |
PO Box 400 |
|
82 Main Street, Bar Harbor, ME |
04609-0400 |
(Address of principal executive offices) |
(Zip Code) |
(207) 288-3314
(Registrant's telephone number, including area code)
Inapplicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO __Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES x NO
__Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act: Large accelerated filer ___ Accelerated filer x Non-accelerated filer (do not check if a smaller reporting company) ___ Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES: ___ NO: x
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:
Class of Common Stock |
Number of Shares Outstanding – August 1, 2011 |
$2.00 Par Value |
3,862,273 |
Explanatory Note
The purpose of this Amendment No. 1 to Bar Harbor Bankshares’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 8, 2011 (the "Form 10-Q"), is to:
| (i) | furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language ("XBRL"). Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections; and | ||
| (ii) | correct the following Form 10-Q, Item 6, Exhibits as follows: (i) 4.4, "Form of Subordinated Debt Security of Bar Harbor Bank & Trust," was incorrectly identified in the Form 10-Q as "Filed herewith," when it should have been incorporated by reference to a prior filing. This Amendment No. 1 provides the correct incorporation by reference for Exhibit 4.4; and (ii) 10.1, 2011Annual Incentive Plan for Executive Officers (the "2011 Plan"), which was incorporated by reference to our prior 8-K filing of the 2011 Plan, however, we intended to file the 2011 Plan with our Form 10-Q but was inadvertently omitted from the Form 10-Q. We have filed the 2011 Plan with this Amendment No. 1 and have revised Exhibit 10.1 to reflect "Filed herewith." |
No other changes have been made to the Form 10-Q. The Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q, except as set forth in this Amendment No 1.
PART II. OTHER INFORMATION
Item 6: Exhibits
(a) Exhibits.
EXHIBIT |
|||
| 3.1 | Articles of Incorporation, as amended to date | Incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 3.1, filed with the Commission on March 16, 2009. |
|
| 3.2 | Bylaws, as amended to date | Incorporated herein by reference to Form 8-K, Exhibit 3, filed with the Commission on December 17, 2008. |
|
4 |
Instruments Defining Rights of Security Holders | ||
4.1 |
Certificate of Designations, Fixed Rate Cumulative Perpetual Preferred Stock, Series A | Incorporated herein by reference to Form 8-K, Exhibit 3.1, filed with the Commission on January 21, 2009 |
|
4.2 |
Form of Specimen Stock Certificate for Series A Preferred Stock | Incorporated by reference to Form 8-K, Exhibit 4.1, filed with the Commission on January 21, 2009 |
|
4.3 |
Debt Securities Purchase Agreement | Incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 4.5, filed with the commission on March 16, 2009. |
|
4.4 |
Form of Subordinated Debt Security of Bar Harbor Bank & Trust | Incorporated herein by reference to Form 10-K, Part IV, Item 15, Exhibit 4.6, filed with the commission on March 16, 2009. |
|
10.1 |
2011Annual Incentive Plan for Executive Officers | Filed herewith. |
|
11.1 |
Statement re computation of per share earnings |
Data required by SFAS No. 128, Earnings Per Share, is provided in Note 3 to the consolidated financial statements in this report on Form 10-Q. |
|
| 31.1 | Certification of
the Chief Executive Officer under Rule 13a-14(a)/15d-14(a) |
||
| 31.2 | Certification of
the Chief Financial Officer under Rule 13a-14(a)/15d-14(a) |
||
| 31.3 | Certification of
the Chief Executive Officer under Rule 13a-14(a)/15d-14(a) |
Filed herewith. |
|
| 31.4 | Certification of
the Chief Financial Officer under Rule 13a-14(a)/15d-14(a) |
Filed herewith. |
| 100 | XBRL Interactive Data Files | Furnished herewith. |
||
| 101.INS | XBRL Instance Document |
|||
| 101.SCH | XBRL Taxonomy Extension Schema |
|||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
|||
| 101.DEF | XBRL Taxonomy Extension Definitions Linkbase |
|||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase |
|||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
|||
Exhibit Index
3.1* |
Articles of Incorporation, as amended to date |
|
3.2* |
Bylaws, as amended to date |
|
4 |
Instruments Defining Rights of Security Holders | |
4.1* |
Certificate of Designations, Fixed Rate Cumulative Perpetual Preferred Stock, Series A | |
4.2* |
Form of Specimen Stock Certificate for Series A Preferred Stock | |
4.3* |
Debt Securities Purchase Agreement | |
4.4* |
Form of Subordinated Debt Security of Bar Harbor Bank & Trust | |
10.1** |
2011 Annual Incentive Plan for Executive Officers | |
11.1* |
Statement re computation of per share earnings | |
31.1* |
Certification of
the Chief Executive Officer under Rule 13a-14(a)/15d-14(a) |
|
31.2* |
Certification of
the Chief Financial Officer under Rule 13a-14(a)/15d-14(a) |
|
31.3** |
Certification of
the Chief Executive Officer under Rule 13a-14(a)/15d-14(a) |
|
31.4** |
Certification of
the Chief Financial Officer under Rule 13a-14(a)/15d-14(a) |
| 101.INS*** | XBRL Instance Document |
|
| 101.SCH*** | XBRL Taxonomy Extension Schema |
|
| 101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase |
|
| 101.DEF*** | XBRL Taxonomy Extension Definitions Linkbase |
|
| 101.LAB*** | XBRL Taxonomy Extension Labels Linkbase |
|
| 101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase |
____________________
| * | Previously filed or furnished | |
| ** | Filed herewith | |
| *** | Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BAR HARBOR BANKSHARES |
|
/s/Joseph M. Murphy |
|
Date: August 31, 2011 |
Joseph M. Murphy |
President & Chief Executive Officer |
|
/s/Gerald Shencavitz |
|
Date: August 31, 2011 |
Gerald Shencavitz |
Executive Vice President, Chief Financial Officer & Principal Accounting Officer |
__
EXHIBIT 10.1
2011 Annual Incentive Plan
Bar Harbor Bankshare’s ("BHB") Annual Incentive Plan is designed to recognize and reward executives for their collective contributions to BHB’s success. Our Plan focuses on rewarding for the achievement of specific goals that are critical to BHB’s growth and profitability. Individually and collectively, we believe our executive team has the ability to influence and drive our success. Our Plan is designed to reward our executives for driving the BHB’s success. This document summarizes the elements and features of the Plan.
In short, the objectives of the Incentive Plan are to:
- Focus executive attention on key business metrics.
- Align pay with organizational and individual performance.
- Encourage teamwork and collaboration across all areas of BHB.
- Motivate and reward the achievement of specific, measurable performance objectives.
- Provide competitive total cash compensation.
- Provide significant reward for achieving and exceeding performance results.
- Enable BHB to attract and retain the talent needed to drive success.
Eligibility
Eligibility will be limited to executive positions that have a significant impact on the success of the organization.
Participants must be employed by October 1st of the plan year in order to be eligible for that year’s incentive. New employees will receive pro-rated awards based on date of hire.
Participants must be an active employee as of the reward payout date to receive an award.
Participant’s performance must be in good standing for the measurement period.
Performance Period
The performance period and plan operates on a calendar year basis (January 1st – December 31st). Actual payout awards are made in cash following year-end after BHB's financial results and performance are known.
Incentive Payout Opportunity
Each participant will have a target incentive opportunity based on his/her role. The target incentive will reflect a percentage of base salary and be determined consistent with competitive market practices. Actual awards will vary based on achievement of specific goals. The opportunity reflects a range of potential awards. Actual awards may range from 0% of target (for not achieving minimal performance) to 150% of target (for exceptional performance). The table below summarizes the incentive ranges for the 2011 Plan year.
2011 Short-Term Incentive Targets |
||||
| Role | Below Threshold |
Threshold (50% of Target |
Target (100%) |
Stretch (150% of Target) |
| CEO/President | 0% |
12.50% |
25.00% |
37.50% |
| EVP | 0% |
10.00% |
20.00% |
30.00% |
| SVP | 0% |
7.50% |
15.00% |
22.50% |
Incentive Plan Measures
Each participant will have predefined performance goals that will determine his/her annual incentive award. There are two performance categories: BHB and Individual. BHB performance will be reflected by common goals for all participants. Individual goals will reflect each participants individual contributions based on their role. The specific allocation of goals will be weighted to reflect the focus and contribution for each role/level in the Bank.
The table below provides guidelines for the allocation of participant’s incentives for each performance component
Position |
BHB/Team |
Individual |
| CEO/President | 75% | 25% |
| EVP/CFO | 75% | 25% |
| Executive Officer - Line | 30% | 70% |
| Executive Officer - Staff | 50% | 50% |
BHB Performance
BHB performance goals for 2011 are Net Income and Efficiency Ratio. The table below shows the specific performance goal at threshold, budget and stretch for 2011.
Company Performance |
2011 Performance Goals |
||
Measures |
Threshold |
Target |
Stretch |
Net Income* (millions) |
$9.636 |
$10.360 |
$11.398 |
Efficiency Ratio |
57.21% |
56.09% |
50.48% |
* Net Income Available to Common Shareholders
Individual Performance
In addition to BHB’s performance, participants will have 2 - 3 individual goals that will focus on either department/team performance (e.g. loan growth, deposit growth, asset quality measures) and/or individual performance. The mix of these goals will vary by role. Where possible, performance targets and ranges for each measure will be set at the beginning of the plan year. A minimum achievement of threshold level performance is required for the plan to pay for each component.
Plan Trigger
In order for the Annual Incentive Plan to ‘activate’ or turn on, Bar Harbor must achieve at least $9.636 million in Net Income. If BHB does not meet this level, the plan will not pay out any awards for the year, regardless of performance on other goals.
Payouts
Payouts will be made in cash as soon as possible after the closing of BHB’s financials each year. Awards are calculated based on actual performance relative to target. Achieving threshold performance will pay out at 50% of target incentive, target performance will pay out 100% of target, and stretch performance will pay out at 150% of target incentive. Performance below threshold will be zero. Payouts are assessed by component such that one goal may achieve stretch and another may achieve only threshold. Actual payouts for each performance goal will be pro-rated between threshold, target and stretch levels to reward incremental improvement.
Below is an illustration of a simple plan design for a SVP (Tier 3) with a base salary of $100,000 and an incentive target of 15% of base salary ($15,000). Goals are for illustration purposes only.
Participant Goals |
Performance and Payout |
|||||
Performance Measure |
Performance Goal |
Weight |
$ |
Actual Performance |
Payout Allocation (0% - 150%) |
Payout ($) |
Net Income |
TBD |
30% | $ 4,500 | Target | 100% | $ 4,500 |
Efficiency Ratio |
TBD |
30% | $ 4,500 | Threshold | 50% | $ 2,250 |
Individual performance goal #1 |
TBD |
20% | $ 3,000 | Stretch | 150% | $ 4,500 |
Individual performance goal #2 |
TBD |
10% | $ 1,500 | Below Threshold | 0% | $ 0 |
Individual performance goal #3 |
TBD |
10% | $ 1,500 | Target | 100% | $ 1,500 |
TOTAL |
100% | $15,000 | 85% payout | $12,750 | ||
This participant’s payout of $12,750 is 85% of target. The payout reflects BHB’s Net Income performance at "Target", Efficiency Ratio at Threshold, one Individual goal at stretch, another that was not achieved, and another at Target.
Terms and Conditions |
Effective Date
This Program is effective January 1, 2011 to reflect plan year January 1, 2011 to December 31, 2011. The Plan will be reviewed annually by the BHB’s Compensation Committee and Executive Management to ensure proper alignment with BHB’s business objectives. BHB retains the rights as described below to amend, modify or discontinue the Plan at any time during the specified period. The Incentive Plan will remain in effect until December 31, 2011.
Program Administration
The Plan is authorized by the Compensation Committee and voted by the Board of Directors. The Compensation Committee has the sole authority to interpret the Plan and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Committee will be final and binding on all participants.
Program Changes or Discontinuance
BHB has developed the plan based on existing business, market and economic conditions. If substantial changes occur that affect these conditions, BHB may add to, amend, modify or discontinue any of the terms or conditions of the plan at any time. The Compensation Committee may, at its sole discretion, waive, change or amend the Plan as it deems appropriate.
Incentive Award Payments
Awards will be paid as a cash bonus before the end of the first quarter following the Plan year (within 75 days to avoid potential 409A trigger). Awards will be paid out as a percentage of a participant’s base salary earned during the year as of December 31st for a given calendar year. Incentive awards will be considered taxable income to participants in the year paid and will be subject to withholding for required income and other applicable taxes.
Any rights accruing to a participant or his/her beneficiary under the Plan shall be solely those of an unsecured general creditor of BHB. Nothing contained in the Plan, and no action taken pursuant to the provisions hereof, will create or be construed to create a trust of any kind, or a pledge, or a fiduciary relationship between BHB or the CEO and the participant or any other person. Nothing herein will be construed to require BHB or the CEO to maintain any fund or to segregate any amount for a participant’s benefit.
New Hires, Promotions, and Transfers
Participants who are not employed by BHB at the beginning of the Plan year will receive a pro rata incentive award based on their length of employment during a given year.
A participant whose work schedule changes during the year will be eligible for prorated treatment that reflects his/her time in the different schedules.
If a participant changes his/her role or is promoted during the Plan year, he/she will be eligible for the new role’s target incentive award on a pro rata basis (i.e. the award will be prorated based on the number of months employed in the respective positions.)
Termination of Employment
If a participant is terminated by the BHB, no incentive award will be paid. If a participant voluntarily leaves BHB before the award is paid, s/he will not receive payment unless their resignation is due to a hardship or family situation. The Compensation Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the calendar year in question. To encourage employees to remain in the employment of BHB, a participant must be an active employee of BHB on the last day of the measurement period (see exceptions for disability, death, or retirement).
Disability, Death, or Retirement
If a participant is disabled by an accident or illness, and is disabled long enough to be placed on long-term disability, his/her incentive award for the Plan period shall be prorated so that no award will be earned during the period of long-term disability.
In the event of death, BHB will pay to the participant’s estate the pro rata portion of the award that had been earned by the participant.
In the event of retirement, BHB will pay to the participant a pro rata portion of the award that had been earned by the participant.
Ethics and Interpretation
If there is any ambiguity as to the meaning of any terms or provisions of this plan or any questions as to the correct interpretation of any information contained therein, BHB’s interpretation expressed by the Board of Directors will be final and binding.
The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the plan to which the employee would otherwise be entitled will be revoked.
The Company will recover any payments made under this program, if the payment was based on statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate.
Participants who have willfully engaged in any activity, injurious to the BHB, will upon termination of employment, death, or retirement, forfeit any incentive award earned during the award period in which the termination occurred.
Miscellaneous
The Plan will not be deemed to give any participant the right to be retained in the employ of BHB, nor will the Plan interfere with the right of BHB to discharge any participant at any time.
In the absence of an authorized, written employment contract, the relationship between employees and BHB is one of at-will employment. The Plan does not alter the relationship.
This incentive plan and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the State of Maine.
Each provision in this Plan is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
This plan is proprietary and confidential to BHB and its employees and should not be shared outside the organization except as authorized by the Compensation Committee for public disclosure documents.
Exhibit 31.4
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT
OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gerald Shencavitz, certify that:
| 1. | I have reviewed this Amendment No. 1 to the quarterly report Form 10-Q/A of Bar Harbor Bankshares; and | |||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
|||
Date: August 31, 2011 |
/s/Gerald Shencavitz |
Name:
Gerald Shencavitz |
Exhibit 31.3
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT
OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph M. Murphy, certify that:
| 1. | I have reviewed this Amendment No. 1 to the quarterly report Form 10-Q/A of Bar Harbor Bankshares; and |
|||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|||
Date: August 31, 2011 |
/s/ Joseph M. Murphy |
Name:
Joseph M. Murphy |