REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator and Audit Committee of the Board of Directors
Lake Sunapee Bank Profit Sharing Stock Ownership Plan
We
have audited the accompanying statements of net assets available for benefits of Lake Sunapee Bank Profit Sharing Stock Ownership Plan (the Plan) as of December 31, 2015 and 2014, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2015. These financial statements are the responsibility of the Plans 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, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015, 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, 2015 has been subjected to audit procedures
performed in conjunction with the audit of the Plans 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plans 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 Labors 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.
Bangor, Maine
June 28,
2016
Notes to Financial Statements
December 31, 2015 and 2014
The following description of the Lake Sunapee Bank Profit
Sharing Stock Ownership Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plans provisions.
The Plan is a defined contribution plan covering substantially all employees of Lake Sunapee Bank, FSB (the Bank). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each participant may elect to contribute a minimum of 1% up to a maximum of 100% of compensation, as defined by the Plan. Participants may also
contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Contributions in excess of limits established by the Internal Revenue Code (the Code) are returned to the participant as corrective
distributions. Participants direct their contributions into various investment options offered by the Plan.
Effective January 1,
2008, the Bank may elect to make a discretionary qualified matching contribution in any plan year. The Bank elected to match 50% of participant deferrals up to 3% of compensation in 2015. For the year ended December 31, 2015, the discretionary
match was $365,330.
Also effective January 1, 2008, the Bank elected to make an annual Safe Harbor non-elective contribution to the
account of each eligible participant in an amount equal to 3% of the participants compensation for the plan year. For the year ended December 31, 2015, the Safe Harbor contribution was $456,742.
Participants are 100% vested in contributions.
Rollover contributions are allowed into the Plan.
2.
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Summary of Significant Accounting Policies
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Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
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LAKE SUNAPEE BANK PROFIT SHARING
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2015 and 2014
Investments
Investments are stated 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 8 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 depreciation includes the Plans gains and losses on investments bought and sold
as well as held during the year.
Participant Loans
Notes receivable from participants are measured at their unpaid principal balances plus any accrued but unpaid interest. Delinquent loans are
classified as distributions based upon the terms of the plan document.
Administrative Expenses
Substantially all administrative expenses of the Plan are paid by the Bank.
Benefit Payments
Benefits are recorded when paid.
Subsequent Events
Management has considered transactions or events occurring through the date of issuance of these financial statements.
On May 5, 2016 Lake Sunapee Bank Group (LSBG), parent company of the Bank, and Bar Harbor Bankshares (Bar Harbor), the holding
company for Bar Harbor Bank & Trust (Bar Harbor Bank), entered into an Agreement and Plan of Merger, dated as of May 5, 2016, by and between LSBG and Bar Harbor (the Merger Agreement), pursuant to which Bar
Harbor will acquire LSBG subject to the terms and conditions set forth therein. Thereafter, pursuant to the terms of the plan of bank merger to be entered into by the Bank and Bar Harbor Bank, Lake Sunapee Bank, FSB will be merged with and into Bar
Harbor Bank, with Bar Harbor Bank surviving. Under the terms of the Merger Agreement, each outstanding share of LSBG stock will be converted into the right to receive 0.4970 shares of Bar Harbor common stock. The transaction is expected to close in
the fourth quarter of 2016 or first quarter of 2017, subject to customary closing conditions, including receipt of regulatory approvals and the approvals of the shareholders of the Company and Bar Harbor.
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LAKE SUNAPEE BANK PROFIT SHARING
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2015 and 2014
3.
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Recent Accounting Pronouncements
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In July 2015, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965). ASU 2015-12 reduces
the complexity in employee benefit plan accounting and simplifies financial reporting and disclosure requirements. ASU 2015-12 eliminates the requirements to disclose (1) individual investments that represent 5% or more of net assets available
for benefits and (2) the net appreciation or depreciation for investments by general type. The Plan elected to apply ASU 2015-02 for the year ended December 31, 2015, and therefore the financial statements and related notes have been
presented accordingly.
In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820). The ASU eliminates the
requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The Plan elected to apply the ASU for the year ended December 31, 2015, and
therefore the financial statements and related notes have been presented accordingly.
The Plan obtained its latest determination letter dated
March 31, 2008, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. The Plan has been amended since receiving the determination letter. However, the plan
administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plans financial statements.
Although it has not expressed any intention to do so, the Bank
has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA.
6.
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Related Party Transactions
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LSBG, formerly New Hampshire Thrift Bancshares, Inc.,
is the holding company of the Bank. The Plans Employer Stock Fund investment includes 232,850 shares with a fair value of $3,266,891 and 224,714 shares with a fair value of $3,510,034 of LSBG stock at December 31, 2015 and 2014,
respectively.
7.
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Risks and Uncertainties
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The Plan invests in various investment securities.
Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain 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.
8.
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Fair Value Measurement
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The fair value measurement accounting literature
establishes a framework for measuring fair value that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy consists of three broad
- 7 -
LAKE SUNAPEE BANK PROFIT SHARING
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2015 and 2014
levels: Level 1 inputs consist of unadjusted prices in active markets for identical assets and have the highest priority, and Level 3 inputs have the lowest priority. The Plan uses appropriate
techniques based on the available inputs to measure the fair value of its investments. When available, the Plan measures fair value using Level 1 inputs as they generally provide the most reliable evidence of fair value.
The Plans investments are reported at fair value in the accompanying statements of net assets available for benefits. The methods used to
measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although 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.
Level 1
Mutual funds and
the money market fund are valued at the quoted net asset value of shares held by the Plan at year-end.
The fair value of the employer
stock fund is based on the value of its underlying assets, which consist of shares of LSBG common stock and a money market fund. In accordance with FASB ASC Topic 820, the investment in the employer stock fund is measured using the net asset value
per share (or its equivalent) practical expedient and has 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 benefits.
The following table sets forth, by level within the fair value hierarchy, the
Plans assets as of December 31, 2015 and 2014.
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December 31, 2015
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Total
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Fair Value Measurements
Using Quoted Prices in Active
Markets for Identical Assets
(Level 1)
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Money market fund
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$
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882,631
|
|
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$
|
882,631
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Mutual funds
|
|
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16,371,086
|
|
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16,371,086
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Employer stock fund, at net asset value
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3,415,261
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|
|
|
|
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Total
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$
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20,668,978
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$
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17,253,717
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December 31, 2014
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Money market fund
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$
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574,109
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$
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574,109
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Mutual funds
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15,717,924
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|
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15,717,924
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Employer stock fund, at net asset value
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3,652,119
|
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|
|
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|
|
|
|
|
|
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Total
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$
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19,944,152
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$
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16,292,033
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