UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number: 001-13349
BAR HARBOR BANKSHARES
(Exact name of registrant as specified in its charter)
| Maine (State or other jurisdiction of incorporation or organization) |
01-0393663 (I.R.S. Employer Identification No.) | |||
| P.O. Box 400, 82 Main Street Bar Harbor, Maine (Address of principal executive offices) |
04609-0400 (Zip Code) |
(207) 288-3314 (Registrant’s telephone number, including area code) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of class |
Name of exchange on which registered | |
| Common Stock, $2.00 par value per share | NYSE MKT, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: YES ☐ NO ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act: YES ☐ NO ☑
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 registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days: YES ☑ NO ☐
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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☑ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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 ☑ 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 ☑
The aggregate market value of the common stock held by non-affiliates of Bar Harbor Bankshares was $208,645,716 based on the closing sale price of the common stock on the NYSE MKT on June 30, 2016, the last trading day of the registrant’s most recently completed second quarter.
Number of shares of Common Stock par value $2.00 outstanding as of March 10, 2017: 10,256,441
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 16, 2017 are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
Explanatory Note
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2017 (“Original Form 10-K”), to correct administrative errors in the contents of Exhibit 23.1, the Consent of RSM US LLP (the “RSM US LLP Consent”), and Exhibit 23.2, the Consent of KPMG LLP (the “KPMG LLP Consent”). The RSM US LLP Consent and the KPMG LLP Consent each incorrectly identified the date of the respective consents as March 14, 2016 and inadvertently included Registration Statements on Form S-3 that expired. The correct date of the RSM US LLP Consent and the correct date of the KPMG LLP Consent included in the Original Form 10-K are both March 14, 2017. The RSM US LLP Consent with the correct date and registration statement references and the KPMG LLP Consent with the correct date and registration statement references are filed as exhibits attached hereto.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.
Other than the corrections noted in this Explanatory Note, no other changes have been made to the Original Form 10-K. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Original Form 10-K or modify or update in any way disclosures made in the Original Form 10-K. Amendment No. 1 should be read in conjunction with the Original Form 10-K.
| Exhibit |
Description of Exhibit | |
| 23.1* | Consent of Independent Registered Public Accounting Firm. | |
| 23.2* | Consent of Independent Registered Public Accounting Firm. | |
| 31.1** | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. | |
| 31.2** | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. | |
| * Filed electronically herewith | ||
| ** Furnished electronically herewith | ||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| March 24, 2017 | BAR HARBOR BANKSHARES (Registrant) | |||||
| /s/ Curtis C. Simard | ||||||
| Curtis C. Simard President & Chief Executive Officer | ||||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Bar Harbor Bankshares
We consent to the incorporation by reference in Registration Statements No. 333-122939, 333-122941, 333-161622 and 333-206453 on Forms S-8 of Bar Harbor Bankshares and subsidiaries of our report dated March 14, 2017, relating to the consolidated financial statements of Bar Harbor Bankshares and subsidiaries as of December 31, 2016 and 2015, and the effectiveness of internal control over financial reporting as of December 31, 2016, which appear in this Annual Report on Form 10-K of Bar Harbor Bankshares and subsidiaries for the year ended December 31, 2016.
/s/ RSM US LLP
Boston, Massachusetts
March 14, 2017
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Bar Harbor Bankshares:
We consent to the incorporation by reference in the registration statements on Forms S-8 (No. 333-122939, 333-122941, 333-161622 and 333-206453) of Bar Harbor Bankshares of our reports dated March 16, 2015, with respect to the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the year ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10-K of Bar Harbor Bankshares.
/s/KPMG LLP
Boston, Massachusetts
March 14, 2017
EXHIBIT 31.1
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, Curtis C. Simard, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of Bar Harbor Bankshares (the “registrant”); |
| 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: March 24, 2017
/s/ Curtis C. Simard
Name: Curtis C. Simard
Title: President and Chief Executive Officer
EXHIBIT 31.2
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, Josephine Iannelli, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of Bar Harbor Bankshares (the “registrant”); |
| 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: March 24, 2017
/s/ Josephine Iannelli
Name: Josephine Iannelli
Title: Executive Vice President and Chief Financial Officer