8-K

BAR HARBOR BANKSHARES (BHB)

8-K 2020-01-28 For: 2020-01-28
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Added on April 06, 2026

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): January 28, 2020

BAR HARBOR BANKSHARES

(Exact Name of Registrant as Specified in its Charter)

Maine 001-13349 01-0393663
(State or Other Jurisdiction)<br><br>of Incorporation) (Commission File No.) (I.R.S. Employer<br><br>Identification No.) PO Box 400 04609-0400
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82 Main Street (Zip Code)
Bar Harbor, Maine
(Address of Principal Executive Offices)

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

Not Applicable

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $2.00 per share BHB NYSE American

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).

Emerging growth company ¨

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. ¨


Item 2.02 Results of Operations and Financial Condition

On January 28, 2020, Bar Harbor Bankshares issued a press release reporting its financial results for the quarter ended December 31, 2019. The full text of this press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information contained herein, including the exhibit furnished herewith, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated January 28, 2020

SIGNATURES

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.

Bar Harbor Bankshares
January 28, 2020 By: /s/ Curtis C. Simard
Curtis C. Simard
President and CEO
		Exhibit

bhb2019rlogoa01.jpg

Bar Harbor Bankshares Reports Record Fourth Quarter Revenues

BAR HARBOR, MAINE - January 28, 2020 -- Bar Harbor Bankshares (NYSE American: BHB) reported fourth quarter 2019 net income of $4.2 million, or $0.27 per share, compared to $5.0 million, or $0.32 per share, in the prior quarter and $7.6 million or $0.49 per share in the fourth quarter of 2018. The non-GAAP measure of core earnings in the fourth quarter 2019 increased 20% to $8.8 million, or $0.56 per share, from $7.3 million, or $0.47 per share in the prior quarter and decreased from $9.2 million, or $0.59 per share in the fourth quarter of 2018. On October 25, 2019, the Company completed the previously announced acquisition of eight branches within Central Maine and closed five branches effective December 31, 2019, as part of its strategic review. During the quarter the Company recorded non-core charges totaling $0.29 per share after-tax, primarily related to the one-time costs associated with the acquisition and balance sheet optimization initiatives that were part of the strategic review.

FOURTH QUARTER FINANCIAL HIGHLIGHTS (compared to prior quarter, unless otherwise noted):

98% loan to deposit ratio, improved from 103%
6% increase in total revenue to $31.9 million
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20 basis point expansion in net interest margin to 2.95%
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0.44% non-performing loans to total loans, down from 0.65%
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Called higher cost subordinated debt and replaced with upsized issuance
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President and Chief Executive Officer, Curtis C. Simard stated, “We finished the year with what I can only classify as judicious and efficient execution on all fronts. This includes repositioning the Company’s balance sheet, expanding our footprint within Central Maine and affirming our profitability strategies. Our strong performance and the recalibration of the balance sheet increased core return on assets to 0.96% for the quarter. In the fourth quarter, we achieved record revenues from higher interest and fee income, as well as lower cost of funds resulting from the expansion of our franchise.”

BHB - Bar Harbor Bankshares Page 1 www.barharbor.bank

Mr. Simard continued, “We completed several initiatives in the fourth quarter that reduced our cost of funds while improving interest rate risk and overall capital positions. Following the completion of the Central Maine branch acquisition, the Company used the net deposit proceeds to extinguish approximately $140 million of higher cost FHLB borrowings. Shortly thereafter, given the change in our balance sheet profile and funding needs, we terminated $90 million in interest rate caps related to rolling three-month FHLB borrowings. The losses from the caps were reclassified from other comprehensive income to earnings, with no further dilution to equity. We also completed a $40 million subordinated debt issuance which replaced $22 million of higher cost subordinated notes called earlier in the quarter. The offering was more than two times oversubscribed, driven by one of the most effective executions for 2019, and presented an opportunity to upsize the deal. It’s this level of interest in our Company and belief in our long-term strategy that will allow us to continue building franchise value for our shareholders.”

Mr. Simard went on to say, “Our loan origination teams continue to adhere to our disciplined underwriting practices and selectively pursue those opportunities that are accretive to our profitability metrics. This resulted in originations that kept relative pace with loan payoffs as we remixed the balance sheet and curtailed growth in lower yielding assets. In addition we exited certain non-performing loans further improving our non-performing loans to total loans to 0.44%. Implementation of all of these strategies, along with additional investment remixes that started in the third quarter resulted in net interest margin expanding 20 basis points in the fourth quarter, despite the current rate environment.”

Mr. Simard concluded, “Our efforts these past few quarters have positioned us well for 2020 and will move us towards our stated goals of higher quality earnings and capital growth with continued focus on our customers and relationships which are driving current momentum.”

FINANCIAL CONDITION

Total assets increased in the fourth quarter 2019 by $56.7 million to $3.7 billion primarily due to loans, goodwill and other intangible assets recorded from the branch acquisition. Securities available for sale declined $12.4 million as the Company both de-levered and remixed the investment portfolio as part of the strategic review. Loans in the fourth quarter grew by $63.8 million as acquired balances of $100.8 million were recorded and principally offset by run-off in jumbo residential loans of $14.2 million and two commercial relationships of $17.2 million that paid-off during the quarter. Mortgage growth on-balance sheet was curtailed as the secondary market platform was leveraged for fee income given the current rate environment. Non-maturity deposits increased by $172.2 million in the quarter including acquired balances, net of any year-end seasonal dips in demand deposit balances. Cash proceeds received from the acquisition were used to

BHB - Bar Harbor Bankshares Page 2 www.barharbor.bank

pay off approximately $140.0 million of higher cost FHLB borrowings during the quarter. Longer term subordinated borrowings increased by $17.0 million as existing notes at higher rates were called and opportunistically replaced with an upsized $40.0 million private placement issued in November 2019. The loan to deposit ratio improved to 98% in the fourth quarter 2019 compared to 103% in the prior quarter as a result of the branch acquisition.

Non-accruing loans in the fourth quarter 2019 decreased $5.1 million primarily due to one commercial real estate relationship that was settled with a $530 thousand recovery. The settlement also contributed to the improvement of the non-performing loans to total loans ratio to 0.44% from 0.65% in the prior quarter. The increase in 30-day past due accounts for the quarter is attributable to the payment schedules and calendar dates.

The Company’s book value per share was $25.48 at year-end 2019 compared with $25.37 at the end of the third quarter 2019 and $23.87 at year-end 2018. Tangible book value per share was $17.30 compared to $18.49 at the end of the third quarter and $16.94 at year-end 2018, with the decrease during the quarter reflecting the goodwill and intangibles recorded from the branch acquisition. Excluding the impact from the acquisition, tangible book value per share increased to $18.62; an increase of 10% annualized from the third quarter 2019 and for the year.

RESULTS OF OPERATIONS

Net income in the fourth quarter 2019 was $4.2 million, or $0.27 per share, compared to $5.0 million, or $0.32 per share, in the prior quarter and $7.6 million, or $0.49 per share in the fourth quarter 2018. The non-GAAP measure of core earnings in the fourth quarter 2019 was $8.8 million or $0.56 per share, up 20% from $7.3 million or $0.47 per share in the previous quarter and down from $9.2 million or $0.59 per share in the fourth quarter 2018. Results in the fourth quarter included operations from the branch acquisition as of the October 25, 2019 effective date. Total revenue comprising of net interest income and total non-interest income increased to $31.9 million in the fourth quarter 2019 as compared to $30.1 million in the previous quarter and $29.7 million in the fourth quarter of 2018. Net interest income grew $1.7 million during the quarter primarily as a result of leveraging the low cost of deposits acquired to repay higher cost of funds. Net interest margin in the fourth quarter 2019 expanded 20 basis points due to the strategic initiatives previously discussed. Execution of these strategies improved cost of borrowings by 32 basis points on a quarter-over-quarter basis.

BHB - Bar Harbor Bankshares Page 3 www.barharbor.bank

Non-interest income was $7.8 million compared to $7.6 million for the third quarter 2019 and $7.4 million in the fourth quarter of 2018. The increase in the quarter was driven by trust and investment management fee income and customer services fees associated from the branch acquisition.

Non-interest expense increased to $26.8 million in the fourth quarter 2019 from $23.4 million in the prior quarter and $20.1 million in the fourth quarter of 2018. The increase in the quarter is primarily a result of a $700 thousand increase in occupancy costs related to the acquired properties and other costs associated with the acquisition and strategic review. The $3.2 million loss associated with the termination of the interest rate caps was reclassified from shareholders’ equity and included in acquisition, conversion and other expenses. The prior quarter included $2.2 million of branch optimization costs.

BHB - Bar Harbor Bankshares Page 4 www.barharbor.bank

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 130 years. Bar Harbor 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.

FORWARD LOOKING STATEMENTS

Certain statements under the heading "FOURTH QUARTER FINANCIAL HIGHLIGHTS" contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this earnings release the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions are intended to identify forward-looking statements, but these terms are not the exclusive means of identifying forward-looking statements. These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions, increased competitive pressures, changes in the interest rate environment, legislative and regulatory change, changes in the financial markets, and other risks and uncertainties disclosed from time to time in documents that the Company files with the Securities and Exchange Commission, including but not limited to those discussed in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Because of these and other uncertainties, the Company’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, the Company’s past results of operations do not necessarily indicate future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. The Company is not undertaking an obligation to update forward-looking statements, even though its situation may change in the future, except as required under federal securities law. The Company qualifies all of its forward-looking statements by these cautionary statements.

BHB - Bar Harbor Bankshares Page 5 www.barharbor.bank

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. 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.

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.

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.

BHB - Bar Harbor Bankshares Page 6 www.barharbor.bank

CONTACTS

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

TABLE<br><br>INDEX CONSOLIDATED FINANCIAL SCHEDULES (UNAUDITED)
A Selected Financial Highlights
B Footnotes to Selected Financial Highlights
C Balance Sheets
D Loan and Deposit Analysis
E Statements of Income
F Statements of Income  (Five Quarter Trend)
G Average Yields and Costs
H Average Balances
I Asset Quality Analysis
J Reconciliation of Non-GAAP Financial Measures (Five Quarter Trend) and Supplementary Data
BHB - Bar Harbor Bankshares Page 7 www.barharbor.bank
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BAR HARBOR BANKSHARES
SELECTED FINANCIAL HIGHLIGHTS - UNAUDITED
At or for the Quarters Ended
Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
PER SHARE DATA
Net earnings, diluted $ 0.27 $ 0.32 $ 0.39 $ 0.47 $ 0.49
Core earnings, diluted ^(1) (2)^ 0.56 0.47 0.41 0.47 0.59
Total book value 25.48 25.37 25.13 24.54 23.87
Tangible book value ^(2)^ 17.30 18.49 18.23 17.63 16.94
Market price at period end 25.39 24.93 26.59 25.87 22.43
Dividends 0.22 0.22 0.22 0.20 0.20
PERFORMANCE RATIOS ^(3)^
Return on assets 0.46 % 0.55 % 0.67 % 0.83 % 0.85 %
Core return on assets ^(1) (2)^ 0.96 0.80 0.70 0.83 1.03
Return on equity 4.21 5.04 6.33 7.83 8.31
Core return on equity ^(1) (2)^ 8.81 7.36 6.57 7.83 10.01
Core return on tangible equity ^(1) (2)^ 12.66 10.31 9.30 11.19 14.46
Net interest margin, fully taxable equivalent (FTE) ^(2) (4)^ 2.95 2.75 2.65 2.77 2.78
Net interest margin (FTE), excluding purchased loan accretion ^(2) (4)^ 2.88 2.65 2.56 2.67 2.70
Efficiency ratio ^(2)^ 62.56 65.02 68.48 63.94 59.91
ORGANIC GROWTH (Year-to-date, annualized) ^(2) (6)^
Total commercial loans 6.0 % 10.5 % 10.1 % (3.3 %) 1.4 %
Total loans 2.0 4.7 7.1 5.9 0.2
Total deposits (1.8 ) 0.6 (0.1 ) (2.8 ) 5.6
FINANCIAL DATA (In millions)
Total assets $ 3,669 $ 3,612 $ 3,688 $ 3,629 $ 3,608
Total earning assets ^(5)^ 3,336 3,270 3,355 3,312 3,263
Total investments 684 703 784 782 761
Total loans 2,641 2,577 2,578 2,527 2,490
Allowance for loan losses 15 15 15 14 14
Total goodwill and intangible assets 127 107 107 107 108
Total deposits 2,696 2,494 2,481 2,466 2,483
Total shareholders' equity 396 394 391 381 371
Net income 4 5 6 7 8
Core earnings ^(1) (2)^ 9 7 6 7 9
ASSET QUALITY AND CONDITION RATIOS
Net charge-offs (current quarter annualized)/average loans 0.08 % 0.02 % % 0.03 % 0.03 %
Allowance for loan losses/total loans 0.58 0.60 0.57 0.55 0.56
Loans/deposits 98 103 104 102 100
Shareholders' equity to total assets 10.80 10.92 10.59 10.50 10.27
Tangible shareholders' equity to tangible assets 7.60 8.20 7.92 7.77 7.51

A


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(1) Core measurements are non-GAAP financial measures that are adjusted to exclude net non-operating charges primarily related

to acquisitions, restructurings, system conversions, loss on debt extinguishment and gain or loss on sale of securities and premises and equipment. Refer to the Reconciliation of Non-GAAP Financial Measures in table J for additional information.

(2) Non-GAAP financial measure.

(3) All performance ratios are based on average balance sheet amounts, where applicable.

(4) Fully taxable equivalent considers the impact of tax-advantaged investment securities and loans.

(5) Earning assets includes non-accruing loans and securities are valued at amortized cost.

(6) Assets acquired from eight branches purchased from People's United Bank, National Association as of October 25, 2019, were

excluded from calculation.

B


BAR HARBOR BANKSHARES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
(in thousands) Dec 31, 2019 Sep 30, 2019 Jun 30, 2019 Mar 31, 2019 Dec 31, 2018
Assets
Cash and due from banks $ 37,261 $ 50,032 $ 42,657 $ 37,504 $ 35,208
Interest-bearing deposits with the Federal Reserve Bank 19,649 21,561 17,203 16,599 63,546
Total cash and cash equivalents 56,910 71,593 59,860 54,103 98,754
Securities available for sale, at fair value 663,230 675,675 748,560 747,235 725,837
Federal Home Loan Bank stock 20,679 27,469 35,220 35,107 35,659
Total securities 683,909 703,144 783,780 782,342 761,496
Commercial real estate 930,661 923,773 881,479 821,567 826,699
Commercial and industrial 423,291 402,706 416,725 409,937 404,870
Residential real estate 1,151,857 1,143,452 1,167,759 1,184,053 1,144,698
Consumer 135,283 107,375 112,275 111,402 113,960
Total loans 2,641,092 2,577,306 2,578,238 2,526,959 2,490,227
Less: Allowance for loan losses (15,353 ) (15,353 ) (14,572 ) (13,997 ) (13,866 )
Net loans 2,625,739 2,561,953 2,563,666 2,512,962 2,476,361
Premises and equipment, net 51,205 47,644 50,230 49,661 48,804
Other real estate owned 2,236 2,455 2,351 2,351 2,351
Goodwill 118,649 100,085 100,085 100,085 100,085
Other intangible assets 8,641 6,879 7,072 7,266 7,459
Cash surrender value of bank-owned life insurance 75,863 75,368 74,871 74,352 73,810
Deferred tax asset, net 3,865 4,988 5,649 7,632 9,514
Other assets 42,111 38,365 40,071 38,441 29,853
Total assets $ 3,669,128 $ 3,612,474 $ 3,687,635 $ 3,629,195 $ 3,608,487
Liabilities and shareholders' equity
Demand and other non-interest bearing deposits $ 414,534 $ 380,707 $ 354,125 $ 342,030 $ 370,889
NOW deposits 575,809 490,315 472,576 470,277 484,717
Savings deposits 388,683 360,570 352,657 346,813 358,888
Money market deposits 384,090 359,328 305,506 349,833 335,951
Time deposits 932,635 902,665 996,512 956,818 932,793
Total deposits 2,695,751 2,493,585 2,481,376 2,465,771 2,483,238
Senior borrowings 471,396 641,819 733,084 703,283 680,823
Subordinated borrowings 59,920 42,928 42,943 42,958 42,973
Total borrowings 531,316 684,747 776,027 746,241 723,796
Other liabilities 45,654 39,683 39,670 36,160 30,874
Total liabilities 3,272,721 3,218,015 3,297,073 3,248,172 3,237,908
Total common shareholders' equity 396,407 394,459 390,562 381,023 370,579
Total liabilities and shareholders' equity $ 3,669,128 $ 3,612,474 $ 3,687,635 $ 3,629,195 $ 3,608,487
Net shares outstanding 15,558 15,549 15,544 15,524 15,523

C


BAR HARBOR BANKSHARES
CONSOLIDATED LOAN & DEPOSIT ANALYSIS - UNAUDITED
LOAN ANALYSIS
Organic Annualized Growth %
(in thousands) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018 Acquired^(1)^ Quarter End Year to Date
Commercial real estate $ 930,661 $ 923,773 $ 881,479 $ 821,567 $ 826,699 $ 25,054 (7.9 )% 9.5 %
Commercial and industrial 318,988 301,590 312,029 305,185 309,544 19,739 (3.1 ) (3.3 )
Total commercial loans 1,249,649 1,225,363 1,193,508 1,126,752 1,136,243 44,793 (6.7 ) 6.0
Residential real estate 1,151,857 1,143,452 1,167,759 1,184,053 1,144,698 23,716 (5.4 ) (1.4 )
Consumer 135,283 107,375 112,275 111,402 113,960 29,530 (6.0 ) (7.2 )
Tax exempt and other 104,303 101,116 104,696 104,752 95,326 2,753 1.7 6.5
Total loans $ 2,641,092 $ 2,577,306 $ 2,578,238 $ 2,526,959 $ 2,490,227 $ 100,792 (5.7 )% 2.0 %

(1) Acquired loans from eight branches purchased from People's United Bank, National Association as of October 25, 2019.

DEPOSIT ANALYSIS
Organic Annualized Growth %
(in thousands) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018 Acquired^(1)^ Quarter End Year to Date
Demand $ 414,534 $ 380,707 $ 354,125 $ 342,030 $ 370,889 $ 51,933 (19.0 )% (2.2 )%
NOW 575,809 490,315 472,576 470,277 484,717 85,980 (0.4 ) 1.1
Savings 388,683 360,570 352,657 346,813 358,888 25,841 2.5 1.1
Money market 384,090 359,328 305,506 349,833 335,951 26,399 (1.8 ) 6.5
Total non-maturity deposits 1,763,116 1,590,920 1,484,864 1,508,953 1,550,445 190,153 (4.5 ) 1.5
Total time deposits 932,635 902,665 996,512 956,818 932,793 68,240 (17.0 ) (7.3 )
Total deposits $ 2,695,751 $ 2,493,585 $ 2,481,376 $ 2,465,771 $ 2,483,238 $ 258,393 (9.0 )% (1.8 )%

(1) Acquired deposits from eight branches purchased from People's United Bank, National Association as of October 25, 2019.

D


BAR HARBOR BANKSHARES
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
Three Months Ended December 31, Twelve Months Ended December 31,
(in thousands, except per share data) 2019 2018 2019 2018
Interest and dividend income
Loans $ 28,361 $ 26,743 $ 111,042 $ 104,015
Securities and other 5,756 6,029 24,349 23,436
Total interest and dividend income 34,117 32,772 135,391 127,451
Interest expense
Deposits 6,698 5,653 27,034 19,521
Borrowings 3,315 4,855 18,547 17,047
Total interest expense 10,013 10,508 45,581 36,568
Net interest income 24,104 22,264 89,810 90,883
Provision for loan losses 538 572 2,317 2,780
Net interest income after provision for loan losses 23,566 21,692 87,493 88,103
Non-interest income
Trust and investment management fee income 3,227 2,949 12,063 11,985
Customer service fees 2,791 2,477 10,127 9,538
Gain (loss) on sales of securities, net 80 (924 ) 237 (924 )
Bank-owned life insurance income 495 493 2,053 1,821
Customer derivative income 475 315 2,028 860
Other income 738 2,140 2,561 4,655
Total non-interest income 7,806 7,450 29,069 27,935
Non-interest expense
Salaries and employee benefits 11,432 9,269 45,000 40,964
Occupancy and equipment 4,113 3,022 14,214 12,386
(Loss) gain on sales of premises and equipment, net (3 ) 18
Outside services 540 811 1,818 2,408
Professional services 370 458 2,191 1,474
Communication 114 103 821 804
Marketing 453 536 1,872 1,743
Amortization of intangible assets 240 207 861 828
Loss on debt extinguishment 1,096 1,096
Acquisition, conversion and other expenses 4,998 1,109 8,317 1,728
Other expenses 3,450 4,581 13,525 13,204
Total non-interest expense 26,803 20,096 89,733 75,539
Income before income taxes 4,569 9,046 26,829 40,499
Income tax expense 362 1,426 4,209 7,562
Net income $ 4,207 $ 7,620 $ 22,620 $ 32,937
Earnings per share:
Basic $ 0.27 $ 0.49 $ 1.46 $ 2.13
Diluted 0.27 0.49 1.45 2.12
Weighted average shares outstanding:
Basic 15,554 15,516 15,541 15,488
Diluted 15,602 15,574 15,587 15,564

E


BAR HARBOR BANKSHARES
CONSOLIDATED STATEMENTS OF INCOME (5 Quarter Trend) - UNAUDITED
(in thousands, except per share data) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
Interest and dividend income
Loans $ 28,361 $ 28,157 $ 27,660 $ 26,864 $ 26,743
Securities and other 5,756 6,105 6,125 6,363 6,029
Total interest and dividend income 34,117 34,262 33,785 33,227 32,772
Interest expense
Deposits 6,698 7,143 6,886 6,307 5,653
Borrowings 3,315 4,674 5,403 5,155 4,855
Total interest expense 10,013 11,817 12,289 11,462 10,508
Net interest income 24,104 22,445 21,496 21,765 22,264
Provision for loan losses 538 893 562 324 572
Net interest income after provision for loan losses 23,566 21,552 20,934 21,441 21,692
Non-interest income
Trust and investment management fee income 3,227 3,013 3,066 2,757 2,949
Customer service fees 2,791 2,553 2,618 2,165 2,477
Gain (loss) on sales of securities, net 80 157 (924 )
Bank-owned life insurance income 495 497 519 542 493
Customer derivative income 475 828 696 29 315
Other income 738 595 554 674 2,140
Total non-interest income 7,806 7,643 7,453 6,167 7,450
Non-interest expense
Salaries and employee benefits 11,432 11,364 11,685 10,519 9,269
Occupancy and equipment 4,113 3,415 3,300 3,386 3,022
(Loss) gain on sales of premises and equipment, net (3 ) 21
Outside services 540 424 443 411 811
Professional services 370 707 570 544 458
Communication 114 189 283 235 103
Marketing 453 613 511 295 536
Amortization of intangible assets 240 207 207 207 207
Loss on debt extinguishment 1,096
Acquisition, conversion and other expenses 4,998 3,039 280 1,109
Other expenses 3,450 3,442 3,606 3,027 4,581
Total non-interest expense 26,803 23,400 20,906 18,624 20,096
Income before income taxes 4,569 5,795 7,481 8,984 9,046
Income tax expense 362 780 1,364 1,703 1,426
Net income $ 4,207 $ 5,015 $ 6,117 $ 7,281 $ 7,620
Earnings per share:
Basic $ 0.27 $ 0.32 $ 0.39 $ 0.47 $ 0.49
Diluted 0.27 0.32 0.39 0.47 0.49
Weighted average shares outstanding:
Basic 15,554 15,547 15,538 15,523 15,516
Diluted 15,602 15,581 15,586 15,587 15,574

F


BAR HARBOR BANKSHARES
AVERAGE YIELDS AND COSTS (Fully Taxable Equivalent - Annualized) - UNAUDITED
Quarters Ended
Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
Earning assets
Commercial real estate 4.69 % 4.74 % 4.74 % 4.78 % 4.71 %
Commercial and industrial 4.58 4.78 4.75 4.79 4.61
Residential 3.89 3.88 3.93 3.94 3.83
Consumer 4.84 5.13 5.21 5.25 5.07
Total loans 4.33 4.38 4.39 4.42 4.31
Securities and other 3.49 3.44 3.29 3.47 3.28
Total earning assets 4.15 % 4.17 % 4.13 % 4.19 % 4.07 %
Funding liabilities
NOW 0.44 % 0.51 % 0.49 % 0.51 % 0.50 %
Savings 0.20 0.21 0.21 0.19 0.18
Money market 1.17 1.37 1.44 1.38 0.93
Time deposits 2.06 2.16 2.11 2.00 1.85
Total interest-bearing deposits 1.19 1.33 1.32 1.25 1.12
Borrowings 2.30 2.62 2.74 2.74 2.53
Total interest-bearing liabilities 1.42 % 1.65 % 1.71 % 1.66 % 1.50 %
Net interest spread 2.74 2.52 2.42 2.53 2.57
Net interest margin 2.95 2.75 2.65 2.77 2.78

G


BAR HARBOR BANKSHARES
AVERAGE BALANCES - UNAUDITED
Quarters Ended
(in thousands) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
Assets
Commercial real estate $ 928,445 $ 900,568 $ 846,921 $ 825,596 $ 836,813
Commercial and industrial 412,595 410,453 416,000 405,107 393,396
Residential real estate 1,156,215 1,154,552 1,176,583 1,143,862 1,137,493
Consumer 127,425 109,562 111,641 113,060 114,960
Total loans ^(1)^ 2,624,680 2,575,135 2,551,145 2,487,625 2,482,662
Securities and other^(2)^ 683,939 732,925 779,072 777,458 762,901
Total earning assets 3,308,619 3,308,060 3,330,217 3,265,083 3,245,563
Cash and due from banks 67,642 62,999 52,728 50,298 68,904
Allowance for loan losses (15,657 ) (14,965 ) (14,459 ) (14,119 ) (13,922 )
Goodwill and other intangible assets 114,537 107,058 107,252 107,446 107,657
Other assets 179,512 178,804 170,340 152,332 138,074
Total assets $ 3,654,653 $ 3,641,956 $ 3,646,078 $ 3,561,040 $ 3,546,276
Liabilities and shareholders' equity
NOW $ 551,335 $ 487,506 $ 459,572 $ 468,392 $ 475,449
Savings 378,997 359,242 352,733 346,707 346,905
Money market 379,361 338,013 338,095 335,882 272,612
Time deposits 918,528 947,949 935,616 894,160 914,674
Total interest bearing deposits 2,228,221 2,132,710 2,086,016 2,045,141 2,009,640
Borrowings 571,936 708,222 789,953 761,885 761,781
Total interest-bearing liabilities 2,800,157 2,840,932 2,875,969 2,807,026 2,771,421
Non-interest-bearing demand deposits 418,324 368,100 349,322 351,362 384,636
Other liabilities 40,136 37,975 33,107 25,520 26,569
Total liabilities 3,258,617 3,247,007 3,258,398 3,183,908 3,182,626
Total shareholders' equity 396,036 394,949 387,680 377,132 363,650
Total liabilities and shareholders' equity $ 3,654,653 $ 3,641,956 $ 3,646,078 $ 3,561,040 $ 3,546,276

_____________________________________

(1) Total loans include non-accruing loans.
(2) Average balances for securities available-for-sale are based on amortized cost.
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H


BAR HARBOR BANKSHARES
ASSET QUALITY ANALYSIS - UNAUDITED
At or for the Quarters Ended
(in thousands) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
NON-PERFORMING ASSETS
Non-accruing loans:
Commercial real estate $ 3,489 $ 8,519 $ 7,048 $ 7,516 $ 8,156
Commercial installment 1,836 2,077 2,081 2,192 2,331
Residential real estate 5,335 5,340 5,965 6,326 7,210
Consumer installment 890 743 861 565 538
Total non-accruing loans 11,550 16,679 15,955 16,599 18,235
Other real estate owned 2,236 2,455 2,351 2,351 2,351
Total non-performing assets $ 13,786 $ 19,134 $ 18,306 $ 18,950 $ 20,586
Total non-accruing loans/total loans 0.44 % 0.65 % 0.62 % 0.66 % 0.73 %
Total non-performing assets/total assets 0.38 0.53 0.50 0.52 0.57
PROVISION AND ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period $ 15,353 $ 14,572 $ 13,997 $ 13,866 $ 13,487
Charged-off loans (603 ) (215 ) (104 ) (231 ) (631 )
Recoveries on charged-off loans 65 103 117 38 438
Net loans charged-off (538 ) (112 ) 13 (193 ) (193 )
Provision for loan losses 538 893 562 324 572
Balance at end of period $ 15,353 $ 15,353 $ 14,572 $ 13,997 $ 13,866
Allowance for loan losses/total loans 0.58 % 0.60 % 0.57 % 0.55 % 0.56 %
Allowance for loan losses/non-accruing loans 133 92 91 84 76
NET LOAN CHARGE-OFFS
Commercial real estate $ (92 ) $ 1 $ 114 $ (41 ) $ (25 )
Commercial installment (331 ) 62 (12 ) (15 ) 53
Residential real estate (16 ) (124 ) (65 ) (86 ) (31 )
Consumer installment (99 ) (51 ) (24 ) (51 ) (190 )
Total, net $ (538 ) $ (112 ) $ 13 $ (193 ) $ (193 )
Net charge-offs (QTD annualized)/average loans 0.08 % 0.02 % 0.03 % 0.03 % 0.03 %
Net charge-offs (YTD annualized)/average loans 0.03 0.02 0.01 0.03 0.05
DELINQUENT AND NON-ACCRUING LOANS/TOTAL LOANS
30-89 Days delinquent 0.74 % 0.18 % 0.29 % 0.21 % 0.38 %
90+ Days delinquent and still accruing 0.01 0.03 0.01
Total accruing delinquent loans 0.75 0.21 0.29 0.21 0.39
Non-accruing loans 0.44 0.65 0.62 0.66 0.73
Total delinquent and non-accruing loans 1.19 % 0.86 % 0.91 % 0.87 % 1.12 %

I


BAR HARBOR BANKSHARES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTARY DATA - UNAUDITED
At or for the Quarters Ended
(in thousands) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
Net income $ 4,207 $ 5,015 $ 6,117 $ 7,281 $ 7,620
Plus (less):
(Gain) loss on sale of securities, net (80 ) (157 ) 924
(Gain) loss on sale of premises and equipment, net (3 ) 21
Loss on other real estate owned 20 146 5
Loss on debt extinguishment 1,096
Acquisition, restructuring and other expenses 4,998 3,039 280 1,109
Income tax expense ^(1)^ (1,440 ) (720 ) (72 ) (485 )
Total core earnings ^(2)^ (A) $ 8,798 $ 7,323 $ 6,346 $ 7,281 $ 9,173
Net interest income (B) $ 24,104 $ 22,445 $ 21,496 $ 21,765 $ 22,264
Plus: Non-interest income 7,806 7,643 7,453 6,167 7,450
Total Revenue 31,910 30,088 28,949 27,932 29,714
Adj: (Gain) loss on sale of securities, net (80 ) (157 ) 924
Total core revenue^(2)^ (C) $ 31,830 $ 29,931 $ 28,949 $ 27,932 $ 30,638
Total non-interest expense 26,803 23,400 20,906 18,624 20,096
Less: Gain (loss) on sale of premises and equipment, net 3 (21 )
Less: Loss on other real estate owned (20 ) (146 ) (5 )
Less: Loss on debt extinguishment (1,096 )
Less: Acquisition, conversion and other expenses (4,998 ) (3,039 ) (280 ) (1,109 )
Core non-interest expense ^(2)^ (D) $ 20,692 $ 20,215 $ 20,605 $ 18,624 $ 18,982
(in millions)
Total average earning assets (E) $ 3,309 $ 3,308 $ 3,330 $ 3,265 $ 3,246
Total average assets (F) 3,655 3,642 3,646 3,561 3,546
Total average shareholders' equity (G) 396 395 388 377 364
Total average tangible shareholders' equity ^(2) (3)^ (H) 281 288 280 270 256
Total tangible shareholders' equity, period-end ^(2) (3)^ (I) 269 287 283 274 263
Total tangible assets, period-end ^(2) (3)^ (J) 3,542 3,506 3,580 3,522 3,501
(in thousands)
Total common shares outstanding, period-end (K) 15,558 15,549 15,544 15,524 15,523
Average diluted shares outstanding (L) 15,602 15,581 15,586 15,587 15,574
Core earnings per share, diluted ^(2)^ (A/L) $ 0.56 $ 0.47 $ 0.41 $ 0.47 $ 0.59
Tangible book value per share, period-end ^(2)^ (I/K) 17.30 18.49 18.23 17.63 16.94
Securities adjustment, net of tax ^(1) (4)^ (M) 5,549 8,002 5,550 (1,842 ) (8,663 )
Tangible book value per share, excluding securities adjustment ^(2)^ (I+M)/K 16.94 17.98 17.88 17.75 17.50
Total tangible shareholders' equity/total tangible assets ^(2)^ (I/J) 7.60 8.20 7.92 7.77 7.51

J


BAR HARBOR BANKSHARES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTARY DATA - UNAUDITED
At or for the Quarters Ended
(in thousands) Dec 31, <br>2019 Sep 30, <br>2019 Jun 30, <br>2019 Mar 31, <br>2019 Dec 31, <br>2018
Performance ratios ^(5)^
GAAP return on assets 0.46 % 0.55 % 0.67 % 0.83 % 0.85 %
Core return on assets ^(2)^ (A/F) 0.96 0.80 0.70 0.83 1.03
GAAP return on equity 4.21 5.04 6.33 7.83 8.31
Core return on equity ^(2)^ (A/G) 8.81 7.36 6.57 7.83 10.01
Core return on tangible equity ^(2) (6)^ (A+Q)/H 12.66 10.31 9.30 11.19 14.46
Efficiency ratio ^(2) (7)^ (D-O-Q)/(C+N) 62.56 65.02 68.48 63.94 59.91
Net interest margin (B+P)/E 2.95 2.75 2.65 2.77 2.78
Supplementary data (in thousands)
Taxable equivalent adjustment for efficiency ratio (N) $ 674 $ 658 $ 676 $ 684 $ 633
Franchise taxes included in non-interest expense (O) 119 119 111 120 39
Tax equivalent adjustment for net interest margin (P) 516 503 514 515 488
Intangible amortization (Q) 240 207 207 207 207

______________________________________

(1) Assumes a marginal tax rate of 23.78% in the first three quarters of 2019 and 23.87% in the fourth quarter 2019. A marginal tax rate of 23.78% was used in the fourth quarter of 2018.
(2) Non-GAAP financial measure.
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(3) Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. Tangible assets is computed by taking total assets less the intangible assets at period-end.
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(4) Securities adjustment, net of tax represents the total unrealized loss on available-for-sale securities recorded on the Company's consolidated balance sheets within total common shareholders' equity.
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(5) All performance ratios are based on average balance sheet amounts, where applicable.
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(6) Adjusted return on tangible equity is computed by dividing the total core income adjusted for the tax-effected amortization of intangible assets, assuming a marginal rate of 23.78% in the first three quarters of 2019 and 23.87% in the fourth quarter 2019 and 23.78% in the fourth quarter of 2018, by tangible equity.
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(7) Efficiency ratio is computed by dividing adjusted non-interest expense by the sum of net interest income on a fully taxable equivalent basis and adjusted non-interest income.
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K