Bar Harbor Bankshares(BHB) - 2023 Q4 - Annual Report

Part I Item 1. Business Bar Harbor Bankshares operates as a regional community bank with $4.0 billion in assets, focusing on lending, deposits, and wealth management - Bar Harbor Bankshares operates as a regional community bank in Northern New England (Maine, New Hampshire, and Vermont) through its subsidiary, Bar Harbor Bank & Trust[42] - The company's business model is centered on a community-focused culture, commitment to risk management, core business growth, and generating fee income through trust, treasury management, and mortgage sales[27][42] Company Profile as of December 31, 2023 | Metric | Value | | :--- | :--- | | Total Assets | $4.0 billion | | Market Capitalization | $445 million | | Dividend Yield | 3.81% | | Stock Ticker | BHB (NYSE American) | Lending Activities The loan portfolio grew 3% to $3.0 billion in 2023, concentrated in commercial and residential real estate, with improved credit quality Loan Portfolio Composition (2022-2023) | Loan Category | 2023 Amount (in millions) | % of Total | 2022 Amount (in millions) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Commercial real estate (non-owner & owner occupied) | $1,454.6 | 48% | $1,391.5 | 48% | | Commercial and industrial | $310.9 | 10% | $297.1 | 10% | | Commercial construction | $154.0 | 5% | $117.6 | 4% | | Residential real estate | $940.3 | 32% | $955.0 | 33% | | Home equity | $87.7 | 3% | $90.9 | 3% | | Tax exempt & Consumer other | $51.5 | 2% | $50.7 | 2% | | Total loans | $2,999.0 | 100% | $2,902.7 | 100% | Problem Asset Analysis (2022-2023) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total non-performing assets (in millions) | $5.5 | $6.5 | | Total non-performing loans/total loans | 0.18% | 0.23% | | Total non-performing assets/total assets | 0.14% | 0.17% | Allowance for Credit Losses (ACL) Analysis (2022-2023) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Balance at end of year (in millions) | $28.1 | $25.9 | | Provision for credit losses (in millions) | $2.9 | $2.9 | | Net charge-offs (recoveries) (in millions) | $0.6 | ($0.2) | | ACL / total loans | 0.94% | 0.89% | | ACL / non-accruing loans | 509% | 395% | Investment Securities Activities The company holds a $534.6 million investment-grade securities portfolio primarily for liquidity and interest rate risk management Securities Available for Sale Portfolio (2022-2023) | Security Type | 2023 Fair Value (in millions) | 2022 Fair Value (in millions) | | :--- | :--- | :--- | | Mortgage-backed securities & CMOs | $326.5 | $354.8 | | Obligations of states and political subdivisions | $110.2 | $107.7 | | Corporate bonds | $95.9 | $94.3 | | Obligations of US Gov't-sponsored enterprises | $2.0 | $2.7 | | Total | $534.6 | $559.5 | Deposit Activities Average deposits slightly decreased to $3.05 billion in 2023, while the weighted average deposit rate significantly increased to 1.25% Average Deposit Balances and Rates (2022-2023) | Deposit Type | 2023 Avg. Balance (in millions) | 2023 W.A. Rate | 2022 Avg. Balance (in millions) | 2022 W.A. Rate | | :--- | :--- | :--- | :--- | :--- | | Demand | $618.7 | —% | $679.1 | —% | | NOW | $900.0 | 0.98% | $907.1 | 0.16% | | Savings | $595.0 | 0.39% | $657.6 | 0.10% | | Money market | $406.8 | 2.48% | $466.4 | 0.63% | | Time deposits | $533.0 | 3.19% | $366.4 | 0.61% | | Total | $3,053.4 | 1.25% | $3,076.6 | 0.24% | - Estimated uninsured deposits decreased from $645.6 million at year-end 2022 to $585.3 million at year-end 2023, comprising $525.3 million in non-maturity deposits and $60.0 million in time deposits[46] Regulation and Supervision The company and its bank subsidiary are extensively regulated, consistently maintaining 'well-capitalized' status - The Company is regulated by the Federal Reserve Board under the Bank Holding Company Act, while the Bank is supervised by the Maine Bureau of Financial Institutions (BFI) and the FDIC[35][37] - Federal Reserve Board policy requires the Company to act as a source of financial and managerial strength to the Bank, including committing resources to support its subsidiary[120] - Both the Company and the Bank have consistently maintained regulatory capital ratios above the levels required to be considered 'well-capitalized'[149] Item 1A. Risk Factors The company faces significant credit, interest rate, operational, cybersecurity, and regulatory risks inherent to the banking industry - Credit Risk: A significant portion of the loan portfolio (approximately 64%) consists of commercial real estate, commercial and industrial, and construction loans, which exposes the company to greater risk of loss compared to residential loans, as repayment often depends on the successful operation of the underlying businesses[182] - Interest Rate Risk: Earnings are highly dependent on net interest income and are sensitive to changes in interest rates, which are beyond the company's control and can affect loan origination, deposit costs, and the fair value of financial assets[205] - Operational & Cybersecurity Risk: The company is exposed to operational risks from transaction processing, system disruptions, and fraud. It faces significant threats from cyberattacks, which have increased in sophistication and could lead to financial loss, reputational damage, and regulatory scrutiny[212][231] - Regulatory Risk: The company is subject to extensive government regulation intended to protect depositors and the banking system. Changes in these regulations could subject the company to additional costs and limit its products, services, or pricing[91] Item 1B. Unresolved Staff Comments The company has no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[288] Item 1C. Cybersecurity The company maintains a comprehensive cybersecurity program overseen by the Board, with no material incidents reported to date - Cybersecurity risk management is overseen by the Board of Directors, which reviews monthly reports and annually approves the Information Security Program[131] - The company employs a layered defense approach, including annual third-party penetration testing and ongoing analysis to identify vulnerabilities[277] - To date, no cybersecurity incident or data breach has materially affected the company[278] Item 2. Properties The company operates 53 banking locations across Maine, New Hampshire, and Vermont, with a mix of owned and leased properties - The company operates 53 banking locations across Maine, New Hampshire, and Vermont, with 34 properties owned and 19 leased[279] Item 3. Legal Proceedings The company is involved in routine legal proceedings, none of which are expected to materially impact its financial condition - Management does not expect any pending legal proceedings to have a material adverse effect on the company's financial condition or results of operations[132][280] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[296] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BHB common stock trades on NYSE American, with 15.2 million shares outstanding and $1.10 per share in 2023 dividends - The company's common stock trades on the NYSE American under the symbol 'BHB'. As of March 7, 2024, there were 15,185,021 shares outstanding[94] - Cash dividends declared and paid in 2023 totaled $1.10 per share[298] - A 12-month share repurchase plan for up to 756,000 shares was approved in May 2023, but no shares were repurchased during the year[283] Item 6. [Reserved] This item is not applicable - Not applicable[358] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Net income increased to $44.9 million in 2023, driven by net interest income growth, while maintaining strong credit quality and liquidity Annual Performance Summary (2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Income | $44.9 million | $43.6 million | | Diluted EPS | $2.95 | $2.88 | | Net Interest Income | $117.7 million | $113.7 million | | Net Interest Margin | 3.29% | 3.36% | | Total Assets | $4.0 billion | $3.9 billion | | Total Loans | $3.0 billion | $2.9 billion | | Return on Assets | 1.14% | 1.16% | | Return on Equity | 10.88% | 10.91% | - The provision for credit losses was stable at $2.9 million for both 2023 and 2022, reflecting refined economic forecasting and loan portfolio growth[362][445] - Total deposits increased by 3% year-over-year, driven by a shift from non-maturity deposits to higher-yielding time deposits and an increase in brokered deposits[383][439] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate risk, with its asset-sensitive balance sheet projected to benefit from rising rates - The company's most significant market risk is interest rate risk, which is managed by the Asset and Liability Committee (ALCO) through policies and simulation modeling[478][459] - As of December 31, 2023, the company's balance sheet was asset sensitive, indicating that net interest income is expected to improve if interest rates rise[483] Net Interest Income Sensitivity Analysis (as of Dec 31, 2023) | Change in Interest Rates (Basis Points) | Change over 1-12 Months (%) | Change over 13-24 Months (%) | | :--- | :--- | :--- | | +200 | 4.0% | 6.9% | | +100 | 2.0% | 3.7% | | -100 | (2.7)% | (4.9)% | | -200 | (5.0)% | (9.7)% | Item 8. Financial Statements and Supplementary Data This section presents the consolidated financial statements and the auditor's unqualified opinion, highlighting ACL as a critical audit matter - The independent auditor, RSM US LLP, issued an unqualified opinion on the consolidated financial statements, stating they present fairly the financial position and results of operations in conformity with U.S. GAAP[504] - The auditor also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023[505] - The Allowance for Credit Losses (ACL) on loans was identified as a critical audit matter due to the significant management judgment and complex assumptions required, particularly regarding economic forecasts and qualitative factors[491][507][493] Consolidated Financial Statements Consolidated financial statements show total assets of $3.97 billion and net income of $44.9 million for 2023 Key Balance Sheet Data (as of Dec 31) | (in millions) | 2023 | 2022 | | :--- | :--- | :--- | | Total Assets | $3,970.9 | $3,909.8 | | Net Loans | $2,970.9 | $2,876.8 | | Total Deposits | $3,141.2 | $3,043.4 | | Total Borrowings | $331.5 | $394.2 | | Total Shareholders' Equity | $432.1 | $393.5 | Key Income Statement Data (Year Ended Dec 31) | (in millions) | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net Interest Income | $117.7 | $113.7 | $95.6 | | Provision for Credit Losses | $2.9 | $2.9 | ($1.3) | | Non-interest Income | $35.8 | $35.3 | $42.3 | | Non-interest Expense | $93.5 | $91.3 | $90.5 | | Net Income | $44.9 | $43.6 | $39.3 | Notes to Consolidated Financial Statements Notes detail accounting policies, portfolio compositions, borrowings, and derivative instruments, with ACL and TDR accounting changes highlighted - The Allowance for Credit Losses (ACL) is a significant estimate based on a lifetime loss-rate model using a discounted cash flow (DCF) method for pooled loans and individual evaluation for others. The model incorporates economic forecasts over a two-quarter period[574][575][554] - Total borrowings of $331.5 million at year-end 2023 include $232.6 million in FHLB advances, $30 million from the Bank Term Funding Program (BTFP), and $60.5 million in subordinated notes[697][305][307] - The company uses various derivative instruments, including interest rate swaps and forward sale commitments, to hedge against interest rate volatility. At year-end 2023, the net fair value of derivatives was an asset of $3.2 million[772][756] - The company and its bank subsidiary met all regulatory requirements to be classified as 'well-capitalized' as of December 31, 2023[793] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants - None reported[906] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[924] - Based on the COSO framework, management believes the company's internal control over financial reporting was effective as of December 31, 2023[909] Item 9B. Other Information A new three-year employment agreement was executed with CFO Josephine Iannelli on March 8, 2024 - A new employment agreement was executed with CFO Josephine Iannelli on March 8, 2024, with an initial three-year term and an annual base salary of $459 thousand[714][944][930] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[912] Part III Item 10. Directors, Executive Officers, and Corporate Governance Information for this item is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the 2024 Proxy Statement[720] Item 11. Executive Compensation Information for this item is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the 2024 Proxy Statement[935] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information for this item is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the 2024 Proxy Statement[721] Item 13. Certain Relationships and Related Transactions, and Director Independence Information for this item is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the 2024 Proxy Statement[722] Item 14. Principal Accounting Fees and Services Information for this item is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference to the 2024 Proxy Statement[723] Part IV Item 15. Exhibits and Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K - This item lists all financial statements and exhibits filed with the Form 10-K[936] - Financial statement schedules were omitted because they were not applicable or the required information was included in the financial statements or notes[954] Item 16. Form 10-K Summary The company has not provided a summary for Form 10-K - None provided[729]