SEC Form 11-K filed by Bar Harbor Bankshares Inc.

Table of Contents

​

​

​

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark one)

For the fiscal year ended: December 31, 2023

OR

For the transition period From          to          

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Bar Harbor Bankshares 401(k) Plan

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Bar Harbor Bankshares
82 Main Street

Bar Harbor, Maine 04609

​

​

​

​

​

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Financial Statements and Supplemental Schedules

December 31, 2023 and 2022

Table of Contents

​

*Schedules required by Form 5500 that are not applicable have not been included.

​

​

​

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Audit Committee, Plan Administrator, and Plan Participants of Bar Harbor Bankshares 401(k) Plan.

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Bar Harbor Bankshares 401(k) Plan (the Plan) as of December 31, 2023 and 2022, the related statements of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2023, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ RSM US LLP

We have served as the Plan's auditor since 2016.

Chicago, Illinois

June 25, 2024

​

​

​

1

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2023 and 2022

​

​

See accompanying notes to financial statements.

2

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2023 and 2022

​

​

See accompanying notes to financial statements

​

​

3

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

The following description of the Bar Harbor Bankshares (the “Company” or the “Plan Sponsor”) 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan covering all employees of the Company who have achieved the age of 18.There is no service requirement for eligibility. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Prior to February 1, 2022, Sentinel Benefits was the recordkeeper and Reliance Trust Company was the trustee of the Plan.  Sentinel Benefits employed Fidelity to hold the majority of the Plan’s assets on its behalf.  Effective February 1, 2022, The Vanguard Group Inc. became the recordkeeper and Vanguard Fiduciary Trust Company was appointed trustee.  The Plan assets transferred to the Vanguard Group were transferred into funds comparable to those offered by the previous custodian.

Effective February 1, 2022, the Plan was amended and restated.  New provisions were included to decrease the minimum age requirement to age 18, allow for entry immediately upon hire, and to apply an annual automatic escalation of deferrals for participants who are automatically enrolled.

Each year, participants may contribute up to 90% (limited to tax withholding and statutory ceilings) of pretax annual compensation, as defined in the Plan. The Plan also allows after-tax (Roth) deferrals. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions (limited to statutory ceilings). Participants may also contribute amounts representing distributions from other qualified defined benefit, Individual Retirement Accounts, or defined contribution plans. Participants direct the investment of their contributions into investment options offered by the Plan.

The Plan is a safe harbor plan providing matching contributions under a basic matching contribution formula. During 2023 and 2022, the Company matched 100% up to the first 3% of each participant’s salary deferred and 50% on deferrals from 3% to 5% of each participant’s salary. The Company match is 100% vested immediately and invested in the same manner as the participant has directed for their contributions. Additional profit sharing amounts may be contributed at the option of the Company’s board of directors and, if provided, are vested immediately and invested as directed by the participant. No additional profit sharing contributions were made in 2023 or 2022.

Each participant’s account is credited with the participant’s contribution, allocations of the Company’s matching contribution, and profit sharing contributions along with an allocation, based upon a participant’s account balance, of any earnings, losses, or Plan administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

4

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

Participants are vested immediately in their personal contributions and the Company’s contributions.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would remain 100% vested in all funds represented by their account balance.

On termination of employment including disability or retirement, a participant with a balance greater than $5,000 may request payment in a lump sum amount equal to the value of the vested interest in his or her account. Terminated participants with vested balances in their accounts of $1 or more but less than $5,000 have their vested balance rolled over to an Individual Retirement Account unless they make a voluntary election for another form of distribution or rollover. Upon the death of an employee, the named beneficiary may elect to receive a lump sum amount equal to the vested balance in the deceased employee’s account.

(g)Investment Elections

Each participant shall direct the investment of his or her own individual account and may select from several mutual funds, common collective trust funds, and Company common stock. Each participant has the ability to change his or her investment allocation at any time.

Participants may borrow from their accounts up to the lesser of $50,000 or 50% of their account balance. Participants may carry one loan secured by the balance in their account.  Loans are secured by the vested balance in the participant’s account.  Loans generally have a fixed rate and bear interest at 1% over the Prime Rate. As of December 31, 2023, loans bear interest at 3.25% to 9.5%. Principal and interest is paid according to amortization schedules through biweekly payroll deductions. Generally, the loan terms may not exceed five years, unless for the purchase of a principal residence, which may permit a longer repayment term.

(2)Summary of Significant Accounting Policies

The Plan’s financial statements have been prepared on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements.

5

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.

Contributions from Plan participants and the matching contributions from the Company are recorded in the year in which the participant compensation is paid. All participant and Company contributions are participant-directed.

(d) Payment of Benefits

Benefits are recorded when paid.

The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

(g)          Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rates and market risks. Due to the level of risk associated with investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

The Plan has evaluated subsequent events through June 25, 2024, the date the financial statements were available to be issued.

​

6

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

​

U.S. GAAP establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active market that the Plan has the ability to access.

Level 2: Inputs to the valuation methodology include:

If the asset or liability has a specified (Contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Common Trust Fund: The Common Trust Fund is valued at the Net Asset Value (“NAV”) of shares held by the Plan based on the fair value of their underlying assets reported in the fund’s audited financial statements.

Mutual Funds: Mutual funds are valued at quoted market prices, representing the NAV of shares held by the Plan, and are classified as Level 1, as they are actively traded and no valuation adjustments have been applied.

Money Market Funds: Money Market funds are valued at quoted market prices, which represent the NAV of shares held at year-end.

Common Stock: The Bar Harbor Bankshares (BHB) common stock is valued at quoted market prices and is classified as Level 1, as it is actively traded and no valuation adjustments have been applied.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the

7

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There were no changes in valuation methodology during the years ended December 31, 2023 or 2022.

​

​

​

​

There were no transfers between levels during 2023 or 2022.

​

8

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

The following tables set forth additional disclosures of Plan’s investments whose fair value is estimated using NAV per share (or its equivalent) as of December 31, 2023 and 2022.

Fair Value Estimated Using NAV per Share

December 31, 2023

​

​

Fair Value Estimated Using NAV per Share

December 31, 2022

​

​

​

​

The Plan is based on a preapproved plan. The Internal Revenue Service (“IRS”) informed the current Trustee, Vanguard Group, in an opinion letter dated June 30, 2020, and the former Trustee, Sentinel Benefits Group, Inc., in an opinion letter dated November 30, 2020, that the form of the plan is acceptable under the requirements of the Internal Revenue Code (“IRC”). An employer may rely on a favorable opinion letter issued to a prototype sponsor as evidence that the Plan is qualified under Code Section 401 (a) as provided in Revenue Procedure 2011-49. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the current plan is designed and being operated in compliance with applicable requirements of the IRC so that the Plan is qualified and the related trust is tax exempt.  

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023 and 2022, there were no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2020.

Shares of common stock issued by the Company represent certain Plan investments (see Note 3). The Plan held 156,816 and 158,199 shares of BHB’s common stock as of December 31, 2023 and 2022, respectively, with fair values of $4,604,109 and $5,068,689 respectively. During the year ended December 31, 2023, the Plan had purchases of $246,499, sales of $470,820 and recognized net depreciation in fair value of investments of $99,861 on BHB common stock. During the year ended December 31, 2022, the Plan had purchases of $372,303, sales of

9

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2023 and 2022

$1,373,689 and recognized net appreciation in fair value of investments of $483,627 on its common stock investment.  Dividend income earned during the years ended December 31, 2023 and 2022 was $169,760 and $168,105, respectively. The decision to invest in Company stock is voluntary on the part of the participants. These transactions are party-in-interest transactions. Senior officers are prohibited from purchasing, selling, or reallocating their positions in the Company’s common stock during times of established blackouts or while in possession of insider information. Certain Plan investments are shares of various mutual funds and a common trust fund managed by the Plan’s trustee and, therefore, these transactions qualify as party-in-interest transactions.   Participant loan distributions and repayments are also considered party-in-interest transactions.

​

​

​

10

Table of Contents

BAR HARBOR BANKSHARES 401(k) PLAN

EIN: 01-0393663

Plan Number: 002

Schedule H, Line 4i – Schedule of Assets Held at End of Year

December 31, 2023

​

​

See accompanying report of independent registered public accounting firm.

11

Table of Contents

EXHIBIT INDEX

​

​

​

​

12

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees who administer the Bar Harbor Bankshares 401(k) Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​

13