BAR HARBOR BANKSHARES ITEM 1A RISK FACTORS In its normal course of business, the Company is subject to many risks and uncertainties inherent with providing banking and financial services |
Although the Company continually seeks ways to manage these risks, and has established programs and procedures to ensure controls are in place and operating effectively, the Company ultimately cannot predict the future |
Actual results may differ materially from the Company’s expectations due to certain risks and uncertainties |
The following discussion sets forth the most significant risk factors that the Company believes could cause its actual future results to differ materially from expected results |
The risks and uncertainties discussed below are not all inclusive |
Additional risks and uncertainties that the Company is unaware of, or that it currently deems immaterial, may also become important factors relating to the Company’s future operating results and financial condition |
The Bank’s allowance for loan losses may not be adequate to cover loan losses |
A significant source of risk for the Company arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loan agreements |
Most loans originated by the Bank are secured, but some loans are unsecured based upon management’s evaluation of the creditworthiness of the borrowers |
With respect to secured loans, the collateral securing the repayment of these loans principally includes a wide variety of real estate, and to a lesser extent personal property, either of which may be insufficient to cover the obligations owed under such loans |
Collateral values and the financial performance of borrowers may be adversely affected by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates and debt service levels, changes in oil and gas prices, changes in monetary and fiscal policies of the federal government, widespread disease, terrorist activity, environmental contamination and other external events, which are beyond the control of the Bank |
In addition, collateral appraisals that are out of date or that do not meet industry recognized standards might create the impression that a loan is adequately collateralized when in fact it is not |
Although the Bank may acquire any real estate or other assets that secure defaulted loans through foreclosures or other similar remedies, the amounts owed under the defaulted loans may exceed the value of the assets acquired |
The Bank has adopted underwriting and credit monitoring policies and procedures, including the establishment and ongoing review of the allowance for loan losses and regular review of borrower financial statements and collateral appraisals, that management believes are appropriate to mitigate the risk of loss by assessing the likelihood of borrower non-performance and the value of available collateral |
The Bank also manages credit risk by diversifying its loan portfolio |
An ongoing independent review, subsequent to management’s review, of individual credits is performed by an independent loan review function, which reports to the Audit Committee of the Board of Directors |
However, such policies and procedures have limitations, including judgment errors in management’s risk analysis, and may not prevent unexpected losses that could have a material adverse effect on the Company’s business, financial condition and results of operations |
Refer to Part II, Item 7, "e Allowance for Loan Losses, "e for a more complete discussion of credit risk |
Interest rate volatility could significantly reduce the Company’s profitability |
The Company’s earnings largely depend on the relationship between the yield on its earning assets, primarily loans and investment securities, and the cost of funds, primarily deposits and borrowings |
This relationship, commonly known as the net interest margin, is susceptible to significant fluctuation and is affected by economic and competitive factors that influence the yields and rates, and the volume and mix of the Bank’s interest earning assets and interest bearing liabilities |
Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bankapstas net interest income |
Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow characteristics of assets and liabilities |
The Company is subject to interest rate risk to the degree that its interest bearing liabilities re-price or mature more slowly or more rapidly or on a different basis than its interest earning assets |
Significant fluctuations in interest rates could have a material adverse impact on the Company’s business, financial condition, results of operations, or liquidity |
The Bankapstas interest rate risk measurement and management techniques incorporate the re-pricing and cash flow attributes of its balance sheet and off balance sheet instruments as they relate to current and potential changes in interest rates |
The level of interest rate risk, measured in terms of the potential future effect on net interest income, is determined through the use of modeling and other techniques under multiple interest rate scenarios |
Managementapstas objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the Bankapstas balance sheet, in order to preserve the sensitivity of net interest income to actual or potential changes in interest rates |
For additional information regarding interest rate risk, refer to Part II, Item 7, "e Quantitative and Qualitative Disclosures About Market Risk "e |
The Company is exposed to a variety of operational risks that could result in significant financial losses |
The Company is exposed to many types of operational risk, including reputation risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems |
Negative public opinion can result from the Company’s actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, and from actions taken by government regulators and community organizations in response to those activities |
Negative public opinion can adversely affect the Company’s ability to attract and keep customers and can expose it to litigation and regulatory action |
Given the volume of transactions at the Company, certain errors may be repeated or compounded before they are discovered and successfully rectified |
The Company’s necessary dependence upon automated systems to record and process its transaction volumes may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect |
The Company may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control (for example, computer viruses or electrical telecommunication outages), which may give rise to disruption of service to customers and to financial loss or liability |
The Company is further exposed to the risk that its external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees as is the Company) and to the risk that the Company’s (or its vendors’) business continuity and data security systems prove to be inadequate |
The Company regularly assesses the level of operational risk throughout the organization and has established systems of internal controls that provide for timely and accurate information |
Testing of the operating effectiveness of these control systems is performed regularly |
While not providing absolute assurance, these systems of internal controls have been designed to manage operational risks at appropriate, cost-effective levels |
Procedures exist that are designed to ensure policies relating to conduct, ethics, business practices are followed |
From time to time losses from operational risk may occur, including the effects of operational errors |
Such losses are recorded as non-interest expense |
While the Company continually monitors and improves its system of internal controls, data processing systems, and corporate-wide risk management processes and procedures, there can be no assurances that future losses arising from operational risk will not occur and have a material impact on the Company’s business, financial condition, results of operations, or liquidity |
The Bank’s loans and deposits are concentrated in certain areas of Maine and adverse economic conditions in those markets could adversely affect the Company’s operations |
The Companyapstas success is dependent to a significant extent upon general economic conditions in the United States and, in particular, the local economies of downeast and midcoast Maine, the primary markets served by the Company |
The Company’s success is also dependent on Maineapstas ability to attract new business, as well as factors that affect tourism, a major source of economic activity in the Company’s immediate market areas |
The Company is particularly exposed to real estate and economic factors in the downeast and midcoast areas of Maine, as virtually the entire loan portfolio is concentrated among borrowers in these markets |
Furthermore, because a substantial portion of the Bank’s loan portfolio is secured by real estate in these areas, the value of the associated collateral is also subject to regional real estate market conditions |
An economic downturn in the markets served by the Company, or the nation as a whole, could negatively impact household and corporate incomes |
This impact could lead to decreased demand for both loan and deposit products and increase the number of borrowers who fail to pay the Bank interest or principal on their loans, and accordingly, could have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity |
The Company may not be able to meet its cash flow needs on a timely basis at a reasonable cost, and its cost of funds for banking operations may significantly increase as a result of general economic conditions, interest rates and competitive pressures |
Liquidity is the ability to meet cash flow needs on a timely basis and at a reasonable cost |
The liquidity of the Bank is used to make loans and to repay deposit and borrowing liabilities as they become due, or are demanded by customers and creditors |
Many factors affect the Bank’s ability to meet liquidity needs, including variations in the markets served by its network of offices, its mix of assets and liabilities, reputation and standing in the marketplace, and general economic conditions |
The Bank’s primary source of funding is retail deposits, gathered throughout its network of eleven banking offices |
Wholesale funding sources principally consist of borrowing lines from the Federal Home Loan Bank of Boston of which it is a member, and brokered certificates of deposit obtained from the national market |
The Bank’s securities and loan portfolios provide a source of contingent liquidity that could be accessed in a reasonable time period through sales |
The Bank could also borrow through the Federal Reserve’s discount window |
Significant changes in general economic conditions, market interest rates, competitive pressures or otherwise, could cause the Bank’s deposits to decrease relative to overall banking operations, and it would have to rely more heavily on brokered funds and borrowings in the future, which are typically more expensive than deposits |
The Bank actively manages its liquidity position through target ratios established under its Asset Liability Management Policy |
Continual monitoring of these ratios, both historical and through forecasts under multiple rate scenarios, allows the Bank to employ strategies necessary to maintain adequate liquidity |
Changes in economic conditions, including consumer savings habits and availability or access to the brokered deposit market could potentially have a significant impact on the Company’s liquidity position, which in turn could materially impact its financial condition, results of operations and cash flows |
For further information about the Company’s liquidity position, refer to Part II, Item 7, "e Liquidity Risk "e |
The Company’s information technology systems may be vulnerable to attack or other technological failures, exposing it to significant loss |
The Company depends upon data processing software, communication and information exchange on a variety of computing platforms and networks including the Internet |
Despite instituted safeguards, the Company cannot be certain that all of its systems are entirely free from vulnerably to attack or other technological difficulties or failures |
The Company also relies on the services of a variety of third party vendors to meet its data processing and communication needs |
If information security is breached or other technology difficulties or failures occur, information may be misappropriated, services and operations may be interrupted and the Company could be exposed to claims from customers, suffer loss of business and suffer loss of reputation in its marketplace |
Any of these results could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity |
Strong competition within the Company’s markets may significantly impact its profitability |
The Company competes with an ever-increasing array of financial service providers |
As a bank holding company and state-chartered financial institution, respectively, the Company and the Bank are subject to extensive regulation and supervision, including, in many cases, regulations that limit the type and scope of their activities |
The non-bank financial service providers that compete with the Company and the Bank may not be subject to such extensive regulation, supervision, and tax burden |
Competition from nationwide banks, as well as local institutions, continues to mount in the Company’s markets |
The financial services industry is undergoing rapid changes in technology |
In addition to improving customer services, effective use of technology increases efficiency and enables financial institutions to reduce costs |
Furthermore, technological advances are likely to intensify competition by enabling more companies to provide financial resources |
Accordingly, the Company’s future success will depend in part on its ability to address customer needs by using technology |
There is no assurance that the Company will be able to develop new technology driven products and services, or be successful in marketing these products to its customers |
Many of the Company’s competitors have far greater resources to invest in technology |
Regional, national and international competitors have far greater assets and capitalization than the Company and have greater access to capital markets and can offer a broader array of financial services than the Company |
No assurance can be given that the Company will continue to be able to compete effectively with other financial institutions in the future |
Furthermore, developments increasing the nature or level of competition could have a material adverse affect on the Company’s business, financial condition, results of operations or liquidity |
For further information on competition, refer to Part I, Item 1, "e Competition "e and "e Supervision and Regulation "e |
The business of the Company and the Bank is highly regulated and impacted by monetary policy, limiting the manner in which the Company and the Bank may conduct its business and obtain financing |
The Company and the Bank are subject to extensive regulation and supervision under federal and state laws and regulations |
The restrictions imposed by such laws and regulations limit the manner in which the Company and the Bank conducts its business, undertakes new investments and activities, and obtains financing |
These laws and regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit the Company’s shareholders |
These laws and regulations may sometimes impose significant limitations on the Company’s operations |
The more significant federal and state banking regulations that affect the Company and the Bank are described in Part I, Item 1, "e Supervision and Regulation "e |
These regulations, along with the existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures |
These laws, regulations, rules, standards, policies and interpretations are constantly evolving and may change significantly over time |
The nature, extent, and timing of the adoption of significant new laws and regulations, or changes in or repeal of existing laws and regulations, or specific actions of regulators, could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity |
Furthermore, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects credit risk and interest rate risk conditions for the Company, and any unfavorable change in these conditions could have a material adverse effect on the Company’s business, financial condition, results of operations or liquidity |
Non-compliance with the Bank Secrecy Act and USA Patriot Act could result in significant fines or sanctions |
The USA Patriot and Bank Secrecy Acts require financial institutions to develop programs to prevent them from being used for money laundering and terrorist activities |
If such activities are detected, financial institutions are obligated to file suspicious activity reports with the US Treasury Department’s Office of Crimes Enforcement Network |
These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts or conduct transactions |
Non-compliance with the Bank Secrecy Act, the USA Patriot Act and related laws and regulations could result in significant fines or sanctions |
These particular laws and regulations have significant implications for all financial institutions, establish new crimes and penalties, and require the federal banking agencies, in reviewing merger and other acquisition transactions, to consider the effectiveness of the parties to such transactions in combating money-laundering and terrorist activities |
Even innocent non-compliance and inconsequential failure to follow the regulations, may result in significant fines or other penalties, which could have a material adverse impact on the Company’s business, financial condition, results of operations or liquidity |
The Bank could be held responsible for environmental liabilities relating to properties acquired through foreclosure, resulting in significant financial loss |
In the event the Bank forecloses on a defaulted commercial or residential mortgage loan to recover its investment, it may be subject to environmental liabilities in connection with the underlying real property, which could significantly exceed the value of the real property |
Although the Bank exercises due diligence to discover potential environmental liabilities prior to acquiring any property through foreclosure, hazardous substances or wastes, contaminants, pollutants, or their sources may be discovered on properties during its ownership or after a sale to a third party |
There can be no assurance that the Bank would not incur full recourse liability for the entire cost of any removal and clean up on an acquired property, that the cost of removal and clean-up would not exceed the value of the property, or that it could recover any of the costs from any third property |
Losses arising from environmental liabilities could have a material adverse impact on the Company’s business, financial condition, results of operations, or liquidity |
The preparation of the Company’s financial statements requires the use of estimates that could significantly vary from actual results |
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates that effect the financial statements |
The most critical estimate is the allowance for loan losses |
Due to the inherent nature of estimates, the Company cannot provide absolute assurance that it will not significantly increase the allowance for loan losses and or sustain credit losses that are significantly higher than the provided allowance, which could have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity |
For further information on the use of estimates, refer to Part II, Item 7, "e Application of Critical Accounting Policies "e |
Changes in accounting standards could significantly impact the Company’s reported earnings |
The accounting standard setters, including the FASB, SEC and other regulatory bodies, periodically change the financial accounting and reporting standards that govern the preparation of the Company’s consolidated financial statements |
These changes can be difficult to predict and can materially impact how it records and reports its financial condition and results of operations |
In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements |
The Company’s stock price has been volatile in the past, and several factors could cause the price to fluctuate substantially in the future |
These factors include but are not limited to: * Actual or anticipated variations in earnings or financial condition |
* Changes in analyst’s recommendations or projections |
* The Company’s announcements of developments related to its business |
* Operating and stock performance of other companies deemed to be peers |
* New technology used or services offered by traditional and non-traditional competitors |
* News reports of trends, concerns and other issues related to the financial services industry |
The Company’s stock price may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company’s performance |
General market price declines or market volatility in the future could adversely affect the price of the Company’s common stock, and the current market price may not be indicative of future market prices |