11-K

11-K 1 d420603d11k.htm 11-K 11-K

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 [FEE REQUIRED]

For the fiscal year ended: December 31, 2016

☐	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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, 2016, and 2015

(With Report of Independent Registered Public Accounting Firm)

BAR HARBOR BANKSHARES 401(k) PLAN

Financial Statements and Supplemental Schedule

December 31, 2016, and 2015

Table of Contents


	Page

Report of Independent Registered Public Accounting Firm		1

Financial Statements:

Statements of Net Assets Available for Benefits at December 31, 2016 and 2015		2

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2016 and 2015		3

Notes to Financial Statements		4

Supplemental Schedule*

Schedule H, Line 4i – Schedule of Assets Held at End of Year		11

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

Report of Independent Registered Public Accounting Firm

Plan Administrator

Bar Harbor Bankshares 401(k) Plan

Bar Harbor, Maine

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, 2016 and 2015, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, 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.

The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2016 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

Boston, Massachusetts

June 29, 2017

BAR HARBOR BANKSHARES 401(k) PLAN

Statements of Net Assets Available for Benefits

December 31, 2016, and 2015


	2016			2015
Cash	$	264,245			386,898
Investments, at fair value		20,174,090			19,192,152
Receivables:
Notes receivable from participants		478,112			448,139
Contribution receivable		—			1,720

Total receivables		478,112			449,859
Liabilities:
Due to broker, net		(235,632	)		(373,007	)

Net assets available for benefits	$	20,680,815			19,655,902

See accompanying notes to financial statements.

BAR HARBOR BANKSHARES 401(k) PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2016, and 2015


	2016			2015
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of investments	$	2,532,157			(20,745	)
Interest and dividends from investments		551,351			701,032
Other income		37,945			41,877

Total investment income		3,121,453			722,164
Interest on notes receivables from participants		17,735			17,611

Contributions:
Participants		953,782			905,229
Employer		452,803			406,564
Rollovers		185,646			465,681

Total contributions		1,592,231			1,777,474

Total additions		4,731,419			2,517,249
Deductions from net assets attributed to:
Benefits paid directly to participants		(3,657,424	)		(2,637,456	)
Administrative expenses		(49,082	)		(44,978	)

Total deductions		(3,706,506	)		(2,682,434	)
Net increase (decrease) in assets available for benefits		1,024,913			(165,185	)
Net assets available for benefits:
Beginning of year		19,655,902			19,821,087

End of year	$	20,680,815			19,655,902

See accompanying notes to financial statements

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015

(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 20-1/2. There is no service requirement for eligibility. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company utilizes a Recapture account for certain investment related fees. Expenses over and above the balance in the Recapture Account are paid by the Company.

(b)

Contributions

Each year, participants may contribute up to 92% (limited to tax withholding and statutory ceilings) of pretax annual compensation, as defined in the Plan. 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 2016 and 2015, 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 2016 or 2015.

(c)

Participants’ Accounts

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

(d)

Vesting

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

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015

(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 IRA, unless they make a voluntary election for another form of distribution or rollover. Upon the death of an employee, the named beneficiary may receive a lump sum amount equal to the vested balance in the deceased employee’s account.

(g)

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 up to two loans secured by the balance in their account. Loans are generally fixed rate and are written with an interest rate of 1% over the Prime Rate. Existing loans are presently written at 4.25% to 4.75%. 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.

(h)

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 statement of net assets available for benefits.

(2)

Summary of Significant Accounting Policies

(a)

Basis of Presentation

The Plan’s financial statements have been prepared on an accrual basis of accounting. Benefits are recorded when paid. Cash equivalents are generally funds held in money market funds at December 31, 2016 and 2015.

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015

(b)

Investments and Notes Receivable from Participants

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 and a receivable or payable is recorded for any pending transactions. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) 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, 2016 or 2015. 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.

(c)

Use of Estimates

The preparation of financial statements, in conformity with U.S. generally accepted accounting principles (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. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

(d)

Subsequent Events

In connection with the preparation of financial statements, the Plan evaluated subsequent events after the balance sheet date of December 31, 2016 through the date of this filing, for potential recognition or disclosure required by GAAP.

(3)

Fair Values of Financial Instruments

US 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.

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015

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.

The following are investments held by the Plan as of December 31, 2016 and 2015 and the related valuation methodologies.

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

Common Stock: The Bar Harbor Bankshares common stock is valued at quoted market prices and is classified as Level 1, as they are 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 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, 2016 or 2015.


December 31, 2016	Level 1		Level 2		Level 3		Total
Money Market funds	$	563		—		—	$	563
Mutual funds		10,776,417		—		—		10,776,417
Common Stock of Bar
Harbor Bankshares		5,613,820		—		—		5,613,820

Investments at fair value		16,390,800						16,390,800
Stable Value and Common Trust Funds (a)				—		—		3,783,290

Total Investments at fair value		16,390,800		—		—		20,174,090

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015


December 31, 2015	Level 1		Level 2		Level 3		Total
Money Market funds	$	467		—		—	$	467
Mutual funds		12,525,206		—		—		12,525,206
Common Stock of Bar
Harbor Bankshares		5,666,820		—		—		5,666,820

Investments at fair value		18,192,493						18,192,493
Stable Value and Common Trust Funds (a)				—		—		999,659

Total Investments at fair value		18,192,493		—		—		19,192,152

There were no transfers between levels during 2016.

(a)

In accordance with ASU 2015-07, certain investments that are measured at fair value using NAV per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for plan 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, 2016 and 2015.

Fair Value Estimated Using NAV Per Share

December 31, 2016

Investment

Fair
Value

Unfunded
Commitment

Redemption
Frequency

Redemption
Notice Period

Stable Value Fund:

Morley Stable Value Fund

1,074,356

—

Daily

12 Months

Common Trust Funds:

Blackrock US Debt Index FD CLR (b)

3,859

—

Daily

N/A

Blackrock EAFE Equity Index FD CLR (c)

7,096

—

Daily

N/A

Blackrock Russell 2000 Index FD CLR (d)

294,715

—

Daily

N/A

Blackrock Midcap Equity Index FD CLR (e)

373,115

—

Daily

N/A

BlackRock Equity Index FD CLR (f)

2,030,149

—

Daily

N/A

Fair Value Estimated Using NAV Per Share

December 31, 2015

Investment

Fair
Value

Unfunded
Commitment

Redemption
Frequency

Redemption
Notice Period

Stable Value Fund:

Morley Stable Value Fund

999,659

—

Daily

12 Months

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015

(b)

The BlackRock U.S. Debt Index Fund is designed to achieve investment results that are similar to the price and yield performance, before fees and expenses, of the Barclays Capital U.S. Aggregate Bond Index. The Fund is invested solely in the BlackRock U.S. Debt Index Fund managed by BlackRock Institutional Trust Company, N.A.

(c)

The BlackRock EAFE Equity Index Fund is designed to achieve investment results that are similar to the price and yield performance, before fees and expenses, of the MSCI EAFE Index. The Fund is invested solely in the BlackRock EAFE Equity Index Fund managed by BlackRock Institutional Trust Company, N.A.

(d)

The BlackRock Russell 2000 Index Fund is designed to achieve investment results that are similar to the price and yield performance, before fees and expenses, of the Russell 2000 Index. The Fund is invested solely in the BlackRock Russell 2000 Index Fund managed by BlackRock Institutional Trust Company, N.A.

(e)

The BlackRock Mid Cap Equity Index Fund is designed to achieve investment results that are similar to the price and yield performance, before fees and expenses, of the S&P Midcap 400 Index. The Fund is invested solely in the BlackRock Mid Cap Equity Index Fund managed by BlackRock Institutional Trust Company, N.A.

(f)

The investment objective of the BlackRock Equity Index Fund is designed to achieve investment results that are similar to the price and yield performance, before fees and expenses, of the S&P 500 Index. The Fund is invested solely in the BlackRock Equity Index Fund managed by BlackRock Institutional Trust Company, N.A.

(4)

Income Tax Status

The Plan is based on a prototype plan. The Internal Revenue Service (IRS) informed the plan sponsor, in an opinion letter dated March 31, 2014, 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 evidenced 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 Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2016 and 2015, 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 2013.

BAR HARBOR BANKSHARES 401(k) PLAN

Notes to Financial Statements

December 31, 2016 and 2015

(5)

Party-in-Interest Transactions

Shares of common stock issued by the Company represent certain Plan investments (See Note 3). 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. Participant loan distributions and repayments are also considered party-in-interest transactions.

(6)

Difference Between Financial Statements and Form 5500

The following is a reconciliation of the net increase in assets per the financial statements to the net increase in assets available for benefits from the Form 5500:


	December 31
	2016		2015
Net increase (decrease) in net assets from the financial statements	$	1,024,913		(165,185	)
Net adjustment to fair value for fully benefit responsive investment contracts		—		(8,399	)

Net increase (decrease) in net assets from Form 5500	$	1,024,913		(173,584	)

There were no differences between the net assets on Form 5500 and the financial statements as of December 31, 2016 and 2015.

BAR HARBOR BANKSHARES 401(k) PLAN

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

December 31, 2016

(a)

(b) Identity of Issuer,

borrower, lessor, or

similar party

(c) Description of investment, number of

shares, and

rate of interest

(d) Cost

(e) Current
Value

Cash—Pass through account

Interest rate - .24%

28,906

Fidelity Gov’t Money Market

Money market fund

563

Morley Stable Value Fund

Stable Value Fund, 45,027 shares

1,074,356

American Target Fund 2015-2050

Target Funds, 683,365 shares

8,303,729

Prudential Short Term Corp Bond

Bond mutual fund, 37,017

408,664

BlackRock Equity Index FD CL R

Common Trust Fund, 7,355 shares

2,030,149

BlackRock Strategic Income Opps Instl

Equity Mutual Fund, 12,060 shares

118,546

BlackRock US Debt Index FDC R

Common Trust Fund, 25 shares

3,859

BlackRock EAFE Equity Index FDCLR

Common Trust Fund, 88 shares

7,096

BlackRock Russell 2000 Index FD C R

Common Trust Fund, 2,024 shares

294,715

BlackRock Midcap Equity Index FDCLR

Common Trust Fund, 2,453 shares

373,115

American Europacific Growth Fund

Foreign equity mutual fund, 18,091 shares

816,097

American New Perspective Fund

Foreign equity mutual fund, 31,967 shares

1,129,381

Bar Harbor Bankshares

Common stock, 118,610 shares

2,866,402

5,613,820

Participant Loans Receivable

Interest rate – 4.25% – 4.75%

—

478,112

$20,681,108

*	Party-in-interest

**	Per ERISA guidelines, the cost of investments is not required to be included in this schedule as they are self- directed.

See accompanying report of independent registered public accounting firm.

REQUIRED INFORMATION

The Bar Harbor Bankshares 401(k) Plan (the Plan) is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and supplemental schedule of the Plan for the two fiscal years ended December 31, 2016 and 2015, have been prepared in accordance with the financial reporting requirements of ERISA, and are attached hereto as Appendix 1.

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/ Marsha C. Sawyer	Date: June 29, 2017

	Marsha C. Sawyer Plan Administrator

EXHIBIT INDEX


Exhibit No.		Exhibit

23.1		Consent of RSM US LLP