0000743367-17-000029.txt : 20170314 0000743367-17-000029.hdr.sgml : 20170314 20170314141550 ACCESSION NUMBER: 0000743367-17-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170314 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170314 DATE AS OF CHANGE: 20170314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAR HARBOR BANKSHARES CENTRAL INDEX KEY: 0000743367 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010393663 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13349 FILM NUMBER: 17687731 BUSINESS ADDRESS: STREET 1: 82 MAIN ST STREET 2: PO BOX 400 CITY: BAR HARBOR STATE: ME ZIP: 04609-0400 BUSINESS PHONE: 2072883314 MAIL ADDRESS: STREET 1: 82 MAIN ST STREET 2: PO BOX 400 CITY: BAR HARBOR STATE: ME ZIP: 04609-0400 8-K 1 dividend14mar2017.htm _

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 8-K



CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)      March 14, 2017



Bar Harbor Bankshares

(Exact Name of Registrant as Specified in Its Charter)


Maine

(State or Other Jurisdiction of Incorporation)


001-13349

01-0393663

(Commission File Number)

(IRS Employer Identification No.)



               P.O. 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)



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


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):


o

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


o

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


o

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


o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




TABLE OF CONTENTS

 

Item 7.01 Regulation FD Disclosure


Item 9.01 Financial Statements and Exhibits

Page 1


Page 1

Signatures

Page 2

Exhibit Index

Page 3


 







ITEM 7.01

REGULATION FD DISCLOSURE


On March 14, 2017, Bar Harbor Bankshares (the “Company”) mailed to its shareholders its shareholder dividend letter with respect to its previously announced quarterly dividend of $0.28 per share of common stock payable on March 15, 2017 to shareholders of record as of the close of business on February 15, 2017. A copy of the Company’s shareholder dividend letter is furnished with this report as Exhibit 99.1 and incorporated herein by reference thereto.  Your attention is directed to the shareholder letter in its entirety.


 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS


(d)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits


Exhibit

Number

 

Description

 

 

 

99.1

 

Copy of the Company’s shareholder dividend letter, dated March 15, 2017





SIGNATURES

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


 

Bar Harbor Bankshares

 

 

Date: March 14, 2017

By: /s/ Curtis C. Simard

 

      Curtis C. Simard

      President & Chief Executive Officer





EXHIBIT INDEX






Exhibit

Number

 

Description

 

 

 

99.1

 

Copy of the Company’s shareholder dividend letter, dated March 15, 2017





 EX-99 2 dividend14mar2017ex99.htm 9-15-16 BHB Shareholders_original (02240481).DOC







March 15, 2017



Dear Fellow Shareholder:


As previously announced, the Board of Directors of Bar Harbor Bankshares (the “Company”) declared a quarterly cash dividend of $0.28 per share of common stock payable March 15, 2017 to shareholders of record as of February 15, 2017. This cash dividend represents an increase of 1.5 cents, or 5.7%, compared with the first quarter of the prior year.  

For your convenience, I have enclosed our earnings press release and selected unaudited financial data for the three months and twelve months ended December 31, 2016.


On January 13, 2017 we closed the acquisition of Lake Sunapee Bank Group (“LSBG”), which was previously announced on May 5, 2016.  As we continue to finalize activities from the fiscal year ended December 31, 2016, I am pleased to present the following highlights from the quarter and for the year ended December 31, 2016:


·

Total assets at December 31, 2016 increased $175.3 million to $1.8 billion from the prior year-end.  Total loans drove the majority of asset growth for the year, up $139.0 million or 14% from the prior year-end.  This represented the ability of our teams to remain focused and pursue strong performance in advance of expanding into New Hampshire and Vermont with the LSBG acquisition.  

·

While the growth is significant on its own, it’s important to connect that the yields on commercial loans increased 10 basis points in the fourth quarter from the third quarter of 2016.  Even with this growth, credit risk management remains a critical focus as demonstrated by non-performing loans to total loans improving 13 basis points to 0.58%, down from 0.71% at the prior year end.  

·

Deposits grew to $1.1 billion at the end of 2016 from $942.8 million at the end of 2015. This growth positions the Company well moving forward and reflects the hard work in expanding relationships in advance of closing the LSBG acquisition that brought additional core deposit balances at a relatively lower cost which will help fund future growth.

·

Fourth quarter non-interest expense increased to $10.5 million compared to $8.8 million in the linked quarter primarily due to expected acquisition and system conversion costs of $1.8 million for the quarter.  These costs totaled $2.7 million for the year.  Excluding costs related to the LSBG acquisition, the fourth quarter demonstrated positive operating leverage due to the aforementioned loan growth and disciplined expense management.  

·

Capital measures for both the Company and Bar Harbor Bank & Trust remain well above applicable regulatory standards for “well-capitalized” financial institutions.


March 15, 2017

Page 2



·

On February 21, 2017, the Board of Directors declared a three-for-two split of its common stock payable in the form of a large stock dividend.  The non-taxable, three-for-two stock split as a large stock dividend is payable March 21, 2017 to stockholders of record at the close of business on March 7, 2017.  With the LSBG acquisition now closed, we took this action to make our Company more attractive to a broader range of investors as we continue to seek ways to create value for shareholders.

While systems conversions for the LSBG acquisition are scheduled for the second quarter of 2017, we are very proud to have the time-tested Lake Sunapee brands as part of our company and I extend a warm welcome to our new shareholders.  Our performance throughout 2016, and in the last quarter in particular, demonstrate that we remain focused on our existing model where customer and employee experiences with a risk management discipline provide a balance between growth and earnings.  The LSBG acquisition did not and will not change our model; in fact that model has been the foundation of affirming our existing relationships and welcoming new ones.  Performance is based in communication, service, security, credit discipline, and overall risk management.  With uncertainties around the changing federal administration, pace of economic expansion, and growing competitive intensity, we remain steadfast in our commitment to the model and sustaining the culture as we combine our true community banks.

On behalf of my colleagues in Maine, New Hampshire, and Vermont, we sincerely thank you for your continued support and loyalty.

Respectfully,




Curtis C. Simard

President & CEO


Enclosures



This letter contains certain forward-looking statements with respect to the financial condition, results of operations and business of Bar Harbor Bankshares (the “Company”) for which the Company claims the protection of the safe harbor provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause the Company's actual results to differ significantly from those expressed in any forward-looking statement. You should not rely uncritically on forward-looking statements because they involve significant known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control and which could materially affect actual results.  Some of the factors that could cause actual results to differ materially from current expectations include, but are not limited to, cyber attacks or other failures in our technology and privacy protection measures, changes in general economic conditions, changes in interest rates, changes in competitive product and pricing pressures among financial institutions within the Company's markets, changes in the financial condition of Bar Harbor Bank & Trust's borrowers and other factors discussed in the reports that the Company files with the Securities and Exchange Commission (the “SEC”). The forward-looking statements contained herein represent our judgment as of the date of this letter, and we caution readers not to place undue reliance on such statements. For further information, please refer to the Company's reports filed with the S EC.