SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2024
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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
BAR HARBOR BANKSHARES 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 2024 and 2023
| Page |
| |
3-4 | |
| |
Financial Statements: | |
| |
Statements of Net Assets Available for Benefits at December 31, 2024 and 2023 | 5 |
| |
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2024 | 6 |
| |
7-12 | |
| |
Supplemental Schedule* | |
| |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | 13 |
*Schedules required by Form 5500 that are not applicable have not been included.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Participants and Plan Administrator of the Bar Harbor Bankshares 401(k) Plan
Bar Harbor, Maine
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, 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes (collectively referred to as 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, 2024, and the changes in net assets available for benefits for the year ended December 31, 2024, 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 the 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
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 Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2024 has been subjected to audit procedures performed in conjunction with the audit of Bar Harbor Bankshares 401(k) Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedule 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 schedule. In forming our opinion on the supplemental schedule(s), we evaluated whether the supplemental schedule, 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 schedule is fairly stated in all material respects in relation to the financial statements as a whole.
/s/Crowe LLP
We have served as the Plan’s auditor since 2025.
Chicago, Illinois
June 26, 2025
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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 Statement
We have audited the accompanying statement of net assets available for benefits of Bar Harbor Bankshares 401(k) Plan (the Plan) as of December 31, 2023 and the related notes (the financial statements). In our opinion, the financial statement presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statement based on our audit. 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
/s/ RSM US LLP
We served as the Plan's auditor from 2016 to 2024.
Chicago, Illinois
June 25, 2024
4
BAR HARBOR BANKSHARES 401(k) PLAN
Statements of Net Assets Available for Benefits
December 31, 2024 and 2023
|
| 2024 |
| 2023 |
| ||
Investments, at fair value | | $ | 62,114,885 | | $ | 54,579,138 | |
Notes receivable from participants | | | 635,601 | | | 602,969 | |
| | | | | | | |
Net assets available for benefits | | $ | 62,750,486 | | $ | 55,182,107 | |
See accompanying notes to financial statements.
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BAR HARBOR BANKSHARES 401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2024
|
| 2024 |
| |
Investment income: | | | | |
Net appreciation in fair value of investments | | $ | 4,370,387 | |
Interest and dividends from investments | | | 2,332,539 | |
Other income | | | 2,807 | |
Total investment income | | | 6,705,733 | |
| | | | |
Interest on notes receivable from participants | | | 40,956 | |
| | | | |
Contributions: | | | | |
Participants | | | 3,052,264 | |
Company | | | 1,350,260 | |
Rollovers | | | 1,020,932 | |
Total contributions | | | 5,423,456 | |
| | | | |
Total additions | | | 12,170,145 | |
| | | | |
Deductions from net assets attributed to: | | | | |
Benefits paid directly to participants | | | (4,523,080) | |
Administrative expenses | | | (78,686) | |
Total deductions | | | (4,601,766) | |
| | | | |
Net increase in net assets available for benefits | | | 7,568,379 | |
| | | | |
Net assets available for benefits: | | | | |
Beginning of year | | | 55,182,107 | |
End of year | | $ | 62,750,486 | |
See accompanying notes to financial statements.
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BAR HARBOR BANKSHARES 401(k) PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (1) | Description of Plan |
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.
| (a) | General |
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). Effective February 1, 2022, the Plan was amended and restated.
| (b) | Contributions |
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 2024, 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 2024.
| (c) | Participants’ Accounts |
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.
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BAR HARBOR BANKSHARES 401(k) PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (d) | Vesting |
Participants are vested immediately in their personal contributions and the Company’s contributions.
| (e) | Plan Termination |
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.
| (f) | Payment of Benefits |
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.
| (h) | Notes Receivable from Participants |
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, 2024, loans bear interest at 4.25% 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 |
| (a) | Basis of Presentation |
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).
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BAR HARBOR BANKSHARES 401(k) PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (b) | Investment Valuation and Income Recognition |
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.
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.
| (c) | Notes Receivable |
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, 2024 or 2023.
| (d) | Contributions |
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.
| (e) | Payment of Benefits |
Benefits are recorded when paid.
| (f) | Use of Estimates |
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.
| (h) | Subsequent Events |
Plan management has evaluated events occurring after December 31, 2024 and have concluded that there are no events that require recognition or disclosure in the financial statements.
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BAR HARBOR BANKSHARES 401(k) PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (3) | Fair Values of Financial Instruments |
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:
| ● | Quoted prices for similar assets or liabilities in active markets. |
| ● | Quoted prices for identical or similar assets or liabilities in inactive markets. |
| ● | Inputs other than quoted prices that are observable for the asset or liability. |
| ● | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
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 Collective Trust: The Common Collective Trust 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.
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.
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BAR HARBOR BANKSHARES 401(k) PLAN
Notes to Financial Statements
December 31, 2024 and 2023
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 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, 2024 or 2023.
|
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| ||||
December 31, 2024 | | | | | | | | | | | | | |
Mutual funds | | $ | 55,630,182 | | $ | — | | $ | — | | $ | 55,630,182 | |
Common Stock of BHB | | | 4,457,388 | | | — | | | — | | | 4,457,388 | |
Investments at fair value | | | 60,087,570 | | | — | | | — | | | 60,087,570 | |
Common Collective Trust (a) | | | — | | | — | | | — | | | 2,027,315 | |
Total Investments at fair value | | $ | 60,087,570 | | $ | — | | $ | — | | $ | 62,114,885 | |
| | | | | | | | | | | | | |
December 31, 2023 | | | | | | | | | | | | | |
Mutual funds | | $ | 48,417,666 | | $ | — | | $ | — | | $ | 48,417,666 | |
Common Stock of BHB | | | 4,604,109 | | | — | | | — | | | 4,604,109 | |
Investments at fair value | | | 53,021,775 | | | — | | | — | | | 53,021,775 | |
Common Collective Trust (a) | | | — | | | — | | | — | | | 1,557,363 | |
Total Investments at fair value | | $ | 53,021,775 | | $ | — | | $ | — | | $ | 54,579,138 | |
There were no transfers between levels during 2024 or 2023.
| (a) | The investment measured at fair value using the NAV per share (or its equivalent) practical expedient has not been classified in the fair value hierarchy. The fair value amount included above is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits. |
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, 2024 and 2023.
Fair Value Estimated Using NAV per Share
December 31, 2024
Investment |
| Fair Value |
| Unfunded Commitment |
| Redemption Frequency |
| Redemption Notice Period | ||
Common Collective Trust: | | | | | | | | | | |
Vanguard Retirement Savings Trust III | | $ | 2,027,315 | | $ | — | | Daily | | N/A |
Fair Value Estimated Using NAV per Share
December 31, 2023
Investment |
| Fair Value |
| Unfunded Commitment |
| Redemption Frequency |
| Redemption Notice Period | ||
Common Collective Trust: | | | | | | | | | | |
Vanguard Retirement Savings Trust III | | $ | 1,557,363 | | $ | — | | Daily | | N/A |
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BAR HARBOR BANKSHARES 401(k) PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (4) | Income Tax Status |
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, 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 opinion 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, 2024 and 2023, 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 2021.
| (5) | Related Party and Party-in-Interest Transactions |
Shares of common stock issued by the Company represent certain Plan investments (see Note 3). The Plan held 145,762 and 156,816 shares of BHB’s common stock as of December 31, 2024 and 2023, respectively, with fair values of $4,457,388 and $4,604,109 respectively. During the year ended December 31, 2024, the Plan had purchases of $179,779, sales of $693,158 and recognized net appreciation in fair value of investments of $135,759 on BHB common stock. Dividend income on Company stock earned during the year ended December 31, 2024 was $176,974. The decision to invest in Company stock is voluntary on the part of the participants. 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.
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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, 2024
|
| |
| (c) Name of investment, number |
| |
| |
| |
(a) | | (b) Identity of Issuer, borrower, | | of shares, maturity date for cash account and | | | | (e) Current | | |
| | lessor, or similar party | | rate of interest | | (d) Cost | | Value | | |
| Black Rock | | Inflation Protection Bond; 752.492 shares | | ** | | $ | 7,111 | | |
| Eaton Vance | | Floating Rate; 1,658.519 shares | | ** | | | 13,915 | | |
| Fidelity | | OTC Portfolio; 48,424.448 shares | | ** | | | 1,039,673 | | |
| Goldman Sachs | | GQG Partners International Opportunities; 28,081.513 shares | | ** | | | 548,994 | | |
| Lord Abbett | | Short Duration Income; 301,902.202 shares | | ** | | | 1,165,343 | | |
| Morgan Stanley | | Institutional Fund Inc.; 833.711 shares | | ** | | | 46,730 | | |
| Northern World | | Selection Index; 6.967 shares | | ** | | | 158 | | |
| PIMCO | | Real Return; 7,913.620 shares | | ** | | | 78,899 | | |
* | | Vanguard | | Developed Markets Index; 52,827.538 shares | | ** | | | 811,431 | |
* | | Vanguard | | Federal Money Market; 7,917.80 shares | | ** | | | 7,918 | |
* | | Vanguard | | Global Equity; 70,653.891 shares | | ** | | | 2,511,039 | |
* | | Vanguard | | High-Yield Corporate; 7,213.917 shares | | ** | | | 39,100 | |
* | | Vanguard | | Institutional Index; 14,142.879 shares | | ** | | | 6,773,025 | |
* | | Vanguard | | International Growth; 10,192.708 shares | | ** | | | 1,035,273 | |
* | | Vanguard | | Mid-Cap Index; 5,819.959 shares | | ** | | | 1,902,370 | |
* | | Vanguard | | Real Estate Index; 239.913 shares | | ** | | | 30,303 | |
* | | Vanguard | | Small-Cap Index; 16,906.334 shares | | ** | | | 1,946,933 | |
* | | Vanguard | | Target Retirement 2020; 61,711.987 shares | | ** | | | 1,634,133 | |
* | | Vanguard | | Target Retirement 2025; 215,439.541 shares | | ** | | | 4,026,565 | |
* | | Vanguard | | Target Retirement 2030; 302,769.725 shares | | ** | | | 11,468,917 | |
* | | Vanguard | | Target Retirement 2035; 264,139.918 shares | | ** | | | 6,334,075 | |
* | | Vanguard | | Target Retirement 2040; 79,630.479 shares | | ** | | | 3,441,629 | |
* | | Vanguard | | Target Retirement 2045; 105,093.934 shares | | ** | | | 3,118,137 | |
* | | Vanguard | | Target Retirement 2050; 65,074.261 shares | | ** | | | 3,243,301 | |
* | | Vanguard | | Target Retirement 2055; 24,220.172 shares | | ** | | | 1,346,884 | |
* | | Vanguard | | Target Retirement 2060; 7,816.414 shares | | ** | | | 400,591 | |
* | | Vanguard | | Target Retirement 2065; 5,288.725 shares | | ** | | | 177,807 | |
* | | Vanguard | | Target Retirement 2070; 1,723.459 shares | | ** | | | 45,982 | |
* | | Vanguard | | Target Retirement Inc.; 108,327.298 shares | | ** | | | 1,419,088 | |
* | | Vanguard | | Total Bond Market Index;107,052.573 shares | | ** | | | 1,014,858 | |
* | | Vanguard | | Retirement Savings Trust III | | ** | | | 2,027,315 | |
* | | Bar Harbor Bankshares | | Company Stock; 439,584.653 shares | | ** | | | 4,457,388 | |
* | | Participant Loans | | Due through, November 2033 Interest rate – 4.25% - 9.5% | N/A | | | 635,601 | | |
| | | | | | | | $ | 62,750,486 | |
* Party-in-interest
** Per ERISA guidelines, the cost of participant directed funds is not required to be included in this schedule
See accompanying report of independent registered public accounting firm.
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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.
Bar Harbor Bankshares 401(k) Plan |
| | |
| | | |
By: | /s/Alison DiPaola | | Date: June 26, 2025 |
| Alison DiPaola | | |
| Plan Administrator | | |
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