1718
              UNITED STATES
          SECURITIES AND EXCHANGE
                COMMISSION WASHINGTON,
                D.C.  20549

                FORM 10-Q

Quarterly Report pursuant to Section 13
or 15(d) of the Securities Exchange Act
of 1934

For the quarter ended JuneSeptember 30, 1999
Commission File No. 841105-D


          BAR HARBOR BANKSHARES


          Maine
01-
0393663
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization
Identification No.)

P. O. Box 400
82 Main Street, Bar Harbor, ME
04609-0400
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including
area code: (207) 288-3314



Indicate by check mark whether the
Registrant (1) has filed all reports
required to be filed by Section 13 or
15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or
for such shorter period that the
registrant was required to file such
reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES: XX           NO:
Indicate the number of shares outstanding
of each of the issuer's classes of common
stock as of JuneSeptember 30, 1999:

             Common Stock:      3,643,614
            TABLE OF CONTENTS

Financial Information Page Item 1. Financial Statements Consolidated Balance Sheets 3 JuneSeptember 30, 1999 and December 31, 1998 Consolidated Statements of Earnings 4 Three months and sixnine months ended JuneSeptember 30, 1998 and 1999 Consolidated Statements of Changes in 5 Stockholders' Equity SixNine months ended JuneSeptember 30, 1998 and 1999 Consolidated Statement of Cash Flows 6 SixNine months ended JuneSeptember 30, 1998 and 1999 Rate Volume Analysis 7 SixNine months ended JuneSeptember 30, 1998 and 1999 Notes to Financial Statements 8-10 Item II. Management's Discussion and Analysis 11-15 of Financial Condition and Results of Operations Signature Page 16
BAR HARBOR BANKSHARES AND SUBSIDIARY CONSOLIDATED STATEMENT OF FINANCIAL CONDITION JUNESEPTEMBER 30, 1999 AND DECEMBER 31, 1998
JUNE DECEMBESEPT. 30, RDECEMBER 1999 31, 1999 1998 ASSETS ASSETS Cash and Due from Banks $ 9,05414,646 $11,511 Federal Funds Sold 3,200- 0 Securities Available for Sale, 27,61831,827 17,844 at market Securities Held to Maturity (Market Value 120,549130,641 113,162 $118,433$127,759 at 6/30/930/99 and $114,177 at 12/31/98) Other Securities 6,1056,108 6,133 Loans Held for Sale 2360 1,018 Loans, net of allowance for possible loan losses 246,881255,871 224,980 of $4,912 in 1999 and $4,455 in 1998 Premises and Equipment 7,5898,082 7,951 Other Assets 12,58811,871 9,448 Total Assets $433,82 $392,04 0 7$459,046 $392,047 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits Demand Deposits $44,031$52,031 $42,323 NOW Accounts 42,18145,153 43,319 Savings Deposits 75,46986,294 67,619 Time Deposits 108,791109,105 113,187 Total Deposits 270,472292,583 266,448 Securities sold under Repurchase 6,9279,621 8,092 Agreements Advances from Federal Home Loan 103,958103,248 66,120 Bank Other Liabilities 4,2314,622 4,526 Total Liabilities 385,588410,074 345,186 Commitments and Contingent Liabilities Capital Stock, par value $2 Authorized 10,000,000 shares Issued 3,643,614 in 1998 and 7,287 7,287 1999 Surplus 4,002 4,002 Retained Earnings 38,53439,620 36,862 Net unrealized appreciation on securities available (251)(597) 50 for sale, net of tax benefit Less: Cost of 200,000 shares of (1,340) (1,340) Treasury Stock TOTAL STOCKHOLDERS' EQUITY 48,23248,972 39,574 TOTAL LIIABILITIES AND STOCKHOLDERS' $433,82 $392,04$459,046 $392,047 EQUITY 0 7
The accompanying notes are an integral part of these consolidated financial statements. BAR HARBOR BANKSHARES AND SUBSIDIARY CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
THREE THREE SIX-MONTHS SIX-MONTHNINE- NINE MONTHS MONTHS MONTHS MONTH ENDING ENDING ENDING ENDING 6/9/30/99 6/9/30/98 6/9/30/99 06/9/30/98 Interest & Fees on $5,340 $5,277 $10,482 $10,335$5,631 $5,409 $16,114 $15,744 Loans Interest and Dividends on Investment 2,235 1,686 4,282 3,3152,445 1,790 6,726 5,105 Securities: Taxable Interest Income Non-taxable 81 116 164 24078 95 242 335 Interest Income Dividends 113 101 226 201116 109 341 310 Federal Funds 5 15 28 3018 26 46 56 Sold Total Interest 7,774 7,195 15,182 14,1218,288 7,429 23,469 21,550 Income Interest on 2,024 2,071 4,073 4,2122,077 2,147 6,150 6,360 Deposits Interest in Short Term 1,301 912 2,451 1,6021,438 898 3,888 2,500 Borrowings Total Interest 3,325 2,983 6,524 5,8153,515 3,045 10,038 8,860 Expense Net Interest 4,773 4,384 13,431 12,690 Income 4,449 4,212 8,658 8,307 Provision for Loan 269119 84 537 168656 252 Losses Net Interest Income after 4,180 4,128 8,121 8,1394,654 4,300 12,775 12,438 Provision for Loan Losses Other Income 1,226 1,263 2,412 2,3891,803 1,624 4,215 4,013 Investment 0 6 0 631 65 1 128 Securities Gains Other Expenses:: Salaries & 1,502 1,432 3,042 2,9241,786 1,605 4,827 4,529 Employee Benefits Other 1,598 1,681 3,224 2,9872,069 1,930 5,293 4,918 Investment 0 4 0 0 04 Securities Losses Income Before 2,306 2,284 4,267 4,6802,603 2,450 6,871 7,129 Income Taxes Income Tax Expense 779 729 1,423 1,501865 826 2,288 2,327 Net Income $1,527 $1,555 $2,844 $3,179$1,738 $1,624 $4,583 $4,801 Earnings per Share: Based on 3,443,614 shares $0.50 $0.47 $1.33 $1.39 for 1998 and $0.44 $0.45 $0.83 $0.92 1999, Dividends Per Share 0.170.19 $0.17 0.34 $0.33$0.53 $0.50 Share
BAR HARBOR BANKSHARES AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY QUARTERS ENDED JUNESEPEMBER 30, 1998 AND 1999 (in thousands, except number of shares and per share data)
ACCUMUAccumulat ed Other NET LATED STO CAPITAL RETAINE OTHERComprehen TREASURY CKHSTOCKHOLD STOCK SURPLUSSUIRPLU D COMPREsive STOCK OLDERS' S EARNING NSIVE ERSIncome EQUITY S INCOME ' EQU ITY Balance, 12/31/97 $7,284 $3,932 $32,5$32,562 $24 ($1,341,340) $42,462 62 0) Net Earnings 3,179 3,1794,801 4,801 Other comprehensive income, net of tax: 56 56 Unrealized (5) (5) gains/losses onOn Securities Other comprehensive income Comprehensive 4,857 income 3,174 Cash Dividends Declared ($.33 (1,13 (1,135).50 (1,722) (1,722) per share) 5) Sale of Stock 23 70 73 Balance, 6/9/30/98 $7,286$7,287 $4,002 $34,6 $19$35,640 $80 ($1,34 $44,573 06 0)1,340) $45,670 Balance, 12/31/98 $7,287 $4,002 $36,8$36,862 $50 ($1,34 $46,860 61 0)1,340) $46,861 Net Earnings 2,844 2,8444,583 4,583 Other comprehensive income, net of tax: (647) (647) Unrealized (301) (301) gains/losses onOn Securities Other comprehensive Incomeincome Comprehensive 3,936 income 2,543 Cash Dividends Declared ($.34.53 (1,825) (1,825) per share) (1,17 (1,171) 1) Balance, 6/9/30/99 $7,287 $4,002 $38,5 $(251$39,620 $(597) ($1,34 $48,232 34 ) 0)1,340) $48,972
The accompanying notes are an integral part of these Consolidatedconsolidated financial statements. BAR HARBOR BANKSHARES AND SUBSIDIARY COLSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
JuneSeptem b Septem be er 30, r 30, 1999 JUNE 30, 1998 Cash Flows from Operating Activities: Net Income $2,844 3,179$4,583 4,801 Adjustments to reconcile net earnings to net cash provided by 491 454 Operatingoperating activities: 733 691 Depreciation Provision for Loss Losses 537 168656 252 Provision for Losses on Other Real (1) 0 0 Real Estate Owned New Loans Originated for Sale (7,120) (9,053)(7,796) (12,509) Proceeds from Sale of Mortgages 8,092 8,9209,042 12,474 Held for Sale Gain on Sale of Mortgages (58) (76)(85) (117) Originated for Sale Net Amortization of Bond 132 111 Premium 154 (17) (Gain) Loss on sale of premises 25 2 and 62 1 equipment Net Change in Other Assets (2,974) (589)(2,025) (333) Net Change in Other (295) (461) Liabilities 96 (66) Net Cash Provided by Operating 1,674 2,6555,419 5,178 Activities Cash Flows from Investing Activities: Net decrease (increase) in Federal Funds Sold Purchases of securities held to (26,066) (24,770)(42,518 (45,734) maturity ) Proceeds from Maturity and Principal Paydowns of Securities 2,750 11,0253,250 22,213 Held to Maturity Proceeds from Call of Securities 15,788 10,145 Held 21,619 12,347 to Maturity Purchases of Securities Available (15,215) (6,000) for (19,965 (15,745) Sale ) Proceeds from Maturity and Principal Paydowns of Securities 1,493 2391,517 271 Available for Sale Proceeds from Sale and Calls of 3,500 1,0009,500 Securities Available for Sale Net Decrease (Increase) in Other 2825 (38) Securities Net Loans Made to Customers (22,660) (12,378)(31,836 (13,482) ) Capital Expenditures (160) (545)(932) (985) Proceeds from sale of Other Real 80 081 437 estate Owned Proceeds from Sale of Fixed Assets 67 0 Net Cash Used in Investing (40,456) (21,322) Activities (65,252 (31,216) ) Cash Flows from Financing Activities: Net Change in Savings, NOW and 8,420 627 Demand 30,216 22,963 Deposits Net Change in Time Deposits (4,396) (7,343)(4,081) (9,824) Net Change in securities sold (1,165) (158) under 1,529 4,241 Repurchase Agreements Proceeds from Federal Home Loan 60,000 36,500 Bank 66,000 44,000 Repayment of Advances from FHLB (22,000) (17,500)(35,000 ( 3 0 , 5 0 0 ) ) Net Change in Short Term Other (162) 11,6106,128 1,912 Borrowed Funds Proceeds from Sale of Capital 0Stock (0) 74 Stock Payment of Dividends (1,171) (1,136)(1,824) (1,917) Net Cash Provided by Financing 39,526 22,67462,968 30,949 Activities Net Increase (Decrease) in Cash and 743 4,007 Cash 3,135 4,911 Equivalents Cash and Cash Equivalents at Beginning of 11,511 7,537 Beginning of Year Cash and Cash Equivalents at End of $12,254 $11,544$14,646 $12,448 Quarter Supplemental Disclosures of Cash Flow Information: Cash Paid during the Year for: $3,186 $5,860$10,064 $8,886 Interest Income Taxes, Net of Refunds 0 $1,675$2,102 $2,405 Non-Cash Transactions:; Transfers from Loans to Real $49 $143 Estate $82 $564 Owned (Other Assets) Transfer of Securities from Held to $0 $0 Maturity to $0 $0 Available for Sale
A v a i l a b l e f o r S a l e The accompanying notes are an integral part of these Consolidatedconsolidated financial statements. RATE VOLUME ANALYSIS The following table represents a summary of the changes in interest earned and interest paid as a result of changes in rates and changes in volumes. For each category of earning assets and interest bearing liabilities, information is provided with respect to changes attributable to change in rate (change in rate multiplied by old volume) and change in volume (change in volume multiplied by old rate). The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationships of the absolute collar amounts of the change in each. YEAR-TO-DATE FIGURES AS OF JUNESEPTEMBER 30, 1999 COMPARED TO JUNESEPTEMBER 30, 1998 INCREASES (DECREASES) DUE TO:
VOLUME RATE NET Loans $402$1,470 ($25 $147 5)1,102 $368 ) Taxable Securities 1,155 (164 991 )1,865 (211) 1,654 Tax Exempt Securities (57) (20) (77)(66) (26) (92) Federal Funds Sold and (5) (5) (10) Money 1 (2) (1) Market Funds TOTAL EARNING ASSETS 1,501 (441 1,060 )3,264 (1,344) 1,920 Deposits 257 (397 ( ) 140)469 (679) (210) Borrowings 942 (93) 8491,518 (129) 1,389 Total Interest Bearing 1,199 (490 7091,987 (808) 1,179 Liabilities ) NET CHANGE IN INTEREST $302 $49 $351$1,277 $(536) $741
YEAR-TO-DATE FIGURES AS OF JUNESEPTEMBER 30, 1998 COMPARED TO JUNESEPTEMBER 30, 1997 INCREASES (DECREASES) DUE TO:
VOLUME RATE NET Loans $674$417 ($542 $132 )382) $ 35 Taxable Securities 257 (146) 111553 (227) 326 Tax Exempt Securities (131) 25 (106)(203) 31 (172) Federal Funds Sold and 10 9 19 Money 13 3 16 Market Funds TOTAL EARNING ASSETS $813$777 ($660 $153 )569) $208 Deposits $38 ($107 ($69) )56 ( 232) (176) Borrowings 25 6 31237 (5) 232 Total Interest Bearing 63 (101) (38)293 (237) 56 Liabilities NET CHANGE IN INTEREST $750$484 ($559 ($191) )332) $152
NOTES TO FINANCIAL STATEMENTS DATED JUNESEPTEMBER 30, 1998 1. Summary of interim financial statement adjustments. The accompanying unaudited statements reflect all adjustments (all of which are normal and recurring in nature) which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Bank's 1998 Annual Report. During 1998, the Company adopted Statements of Accounting Standards (SFAS) 130, 131, and 132. The adoption of SFAS 130, Reporting of Comprehensive Income, required that certain items be reported under a new category of income "Other Comprehensive Income". Unrealized gains and losses on securities available for sale is the only item included in Other Comprehensive Income. SFAS 131 and 132 relate to disclosures about segments and employee benefits, respectively. The Company, through the branch network of the Bank, provides a broad range of financial services to individuals and companies in eastern Maine. Operations are managed and financial performance is evaluated on a corporate-wide basis. Accordingly, all of the Company's banking operations are considered to be aggregated in one reportable operating segment. The financial statements for 1998 and 1999 include the required additional disclosures for SFAS No. 130 and 132. In addition, the Financial Accounting Standards Boards issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 134, "AccountingAccounting for Mortgage- BackedMortgageBacked Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise". SFASSFAX No. 133 will be effective for fiscal years beginning after June 15, 200015,2000 and SFAS No. 134 is effective the first fiscal quarter beginning July 1, 1999. Management does not expect the adoption of these standards to have a material effect on the financial statements.
JUNESEPTEMBER 30, 1999 2. INVESTMENT SECURITIES CARRYINCARRYING MARKET AVAILABLE FOR SALE G VALUE VALUE a: U. S. Treasury and other $26,699 $26,34$31,432 $30,563 government agencies 5 b: Marketable equity securities 1,300 1,2731,264 Total Securities Available $32,732 $31,827 For $27,999 $27,61 Sale 8 HELD TO MATURITY: a: U. S. Treasury and other $96,119 $94,30$98,272 $96,013 government agencies 4 b: States of the U.S. and other 5,245 5,2925,251 5,166 political subdivisions c: Corporate bonds 19,185 18,83727,118 26,580 Total Securities Held to $120,54 $118,4$130,641 $127,759 Maturity 9 33 OTHER SECURITIES $6,105 $6,105$6,108 $6,108 TOTAL SECURITIES $154,65 $152,1 3 56$169,481 $165,694
The Bank does not hold any securities for a single issuer which exceed 10% of the Bank's stockholders' equity.
JUNE DECEMBESEPTEMBER DECEMBER 30, R1999 31, 1999 1998 3. LOANS a: Commercial, agricultural $39,353 $33,224 and $38,588 $33,224 other loans b: Real Estate - Construction 15,27615,521 11,366 c: Real Estate - Mortgage 181,490190,091 168,307 d: Installment Loans 16,43915,809 16,538 Total Loans $251,79 $229,43 3 5$260,774 $229,435
4. CHANGES IN ALLOWANCE SEPTEMBER 30, SEPTEMBER FOR JUNE JUNE POSSIBLE LOAN LOSSES: 1999 30, 30, 1999 1998 Balance, beginning January 1 $4,455 4,743 1 Provision charged to 656 252 income 537 168 Recoveries of amounts 208 131 charged 173 85 Losses charged to 415 591 provision 253 292 Balance, ending JuneSeptember $4,903 $4,535 30 $4,912 $4,70 4
Information regarding impaired loans:
June JuneSEPTEMBER SEP TEM BER 3 30, 30,0, 1999 1998 Average investment in impaired loans $$736 $1,576 776loans Interest income recognized on impaired loans including 14 35 interest 18 35 income recognized on cash basis Balance of impaired loans 777656 1,073 Portion of impaired loan balance for which an allowance 656 1,073 for credit losses 777 1,073 is allocated Portion of allowance for loan losses allocated to the 39 42 impaired loan 55 42 balance 5. CHANGES IN ALLOWANCE FOR OTHER REAL ESTATE:
6/5. CHANGES IN ALLOWANCE FOR OTHER REAL ESTATE: 9/30/99 6/9/30/ 6/30/9 98 7 Balance, beginning January 1 $16 $17 $22 January 1 Provision charged to income 0 0 0 income Losses charged to provision 1 0 5 provision1 Balance, ending JuneSeptember 30 $15 $17 $17$16
6. The aggregate dollar amount of loans made to directors, executive officers or principal holders of equity securities as of JuneSeptember 30, 1999 and December 31, 1998 respectively, were: Aggregate amount, beginning $7,243 $3,952 1/1 New loans 1,0621,175 5,393 Repayments 7471,565 2,102 Aggregate amount, ending $7,558 6/$6,853 9/30/99 Aggregate amount, ending $7,243 12/31/98
7. OTHER ASSETS JUNE 30, DECEMBER 1999 31, 1998SEPTEMBER DECEMBE 3 0 , R 3 1 , 1 9 9 9 1 9 9 8 a: Interest earned but not paid on: $2,413$1,515 $1,494 Loans Investments 1,4421,473 1,264 b: Other Real Estate Owned 97100 98
8. INCOME TAXES: Components of income tax expense for the period ended JuneSeptember 30, 1999 are as follows:
Current Current Federal $2,069$2,983 State 4876 Deferred (694) $1,423(771 $2,288
Actual tax expense differs from the expected tax expense computed by applying the applicable federal corporate income tax rate of 34% is as follows for the sixnine- months ended JuneSeptember 30, 1999. Computed tax $1,451$2,330 expense Tax exempt (63)(98) interest Other 35 $1,42356 $2,288
At JuneSeptember 30, 1999, items giving rise to the deferred income tax assets and liabilities, using a tax rate of 34%, are as follows:
ASSET LIABILIT YLIABILITY Allowance for possible losses on loans and real estate owned $1,509$1,506 0 Deferred and accrued employee 1,0181,034 0 benefits Deferred mortgage servicing 0 133141 rights Deferred loan origination fees 329353 0 Securities losses not currently 2549 0 deductible Core deposit intangibles 4341 0 Depreciation 0 4123 Other 1726 0 $2,941 $174$3,009 $164
No valuation allowance is deemed necessary for the deferred tax asset.
9. INCOME TAX EXPENSE JuneSeptember September 30, June 30, 1999 1998 Federal Income Tax $1,374 1,453$2,211 2,254 State Income Tax 49 4876 73
MANAGEMENT'S DISCUSSION AND ANALYSIS The following is a review of results of the operations of Bar Harbor Banking & Trust Company for JuneSeptember 30, 1999 as compared to JuneSeptember 30, 1998. The bank has focused on growth in its balance sheet through both loans and investments, funding the growth with deposits and borrowings. Overall, the bank's balance sheet has grown by $80 million or 21%, compared to a 7% growth of $25 million between 1999 and 1998. While the six-monthnine-month earnings for 1999 are down 10%4.6% or $335,000$218,000 compared to first sixnine months of 1998, the bank is involved in several major projects that are described below. The expectation is that these projects will enhance customer service, efficiencies and profitability. Overall, the bank's balance sheet has grown by $65 million or 18%, compared to a 5.7% growth of $20 million between 1999 and 1998. Total loans have grown by $22.8 million or 10% when compared to 1998's outstanding loans. This validates the growth concept mentioned above compared to loanThe investment portfolio net growth in 1998 over 1997excess of $7.8 million. Loan growth for 1999$45 million has come from consumer mortgages (approximately $18 million or 18% growth from year to year). Commercial loans increased by $4 million or 4% over last year. The balance between consumer and commercial loans remains similar topredominantly been in the area of US Government agency debentures. Purchases in the past two years' mix with consumer loans approximating 55%twelve months have totaled $90 million, including $46 million in government sponsored mortgage backed securities and $19.7 million in callable agencies. Of the $13.8 million in securities called in the past twelve months, $7.1 million had given the bank a minimum of the portfolio. The loan growtha year's call protection. In addition, $28.3 million cash flow was received in principal paydowns from Junemortgage backed securities. As a comparison, from September 30, 1997 to JuneSeptember 30, 1998, totaling $7.8 million, was predominantly in loans secured by real estate. The Bank's portfolio of loans secured by real estate grew by $11.6 million, with an offsetting reduction in the commercial loan portfolio of $5.5 million. While local competition remains strong, Bar Harbor Banking and Trust Company's strength lies in the relationships built with its customers and the ability to offer prompt service in response to their needs. The investment portfolio has grown by $40 million or 35% over the past year. Purchases in the Bank's investment portfoliopurchases totaled $99 million. Included in the purchases were $51.3 million in mortgage-backed pools sponsored by the US Government. Government agency debentures totaling $26.2 were also purchased over the past twelve months. Of these debentures purchased, $24.7 million are callable securities and some have supported the bank's earnings in lieu of selling fed funds. These purchases in part replaced $24.2$73 million, of called government-sponsored securities, $25.6which $28.7 million in principal reductions inwere callable agencies, $34 million were government sponsored mortgage backed pools and $8.7purchases of corporate bonds totaled $10 million. During this twelve month period, the bank had securities totaling $26 million called, $14 million of which had a minimum of one year's call protection, $18 million in principal paydowns from mortgage backed securities, $3.3 million in maturing securities.tax- exempt securities and $8.5 million in corporate bond maturities. The Bank's other securities portfolio includes $5.8 million in Federal Home Loan Bank (FHLB) stock. Ownership of stock is required by the FHLB for participation in its funding programs. Unrealized losses in the available for sale portfolio as represented on the Bank's Statement of Condition increased over the past twelve months, ending the quarter at $251,000$597,000 and is indicative of the current national interest rate structure, including Federal Reserve increases in rates. This unrealized loss is also visible in the total market value of the portfolio in comparison with the book value. The Bank's posture traditionally has been to purchase securities with the intent to hold to maturity and potential sales in the portfolio are not imminent. In comparison, the investment portfolio grew by $12 million between JuneAt September 30, 1997 and June 30, 1998, and included the purchase of $54.5 million in securities, of which $50.7 million were government agency debentures. Principal payments, maturities and called securities for the same period totaled $43 million. Unrealized gains totaling $810,000 were shown in the portfolio as of June 30, 1998 compared to unrealized losses of $134,000 as of June 30, 1997. These gains were indicative of the national economic interest rate structure for that time. The gains in the market value of the heldentire investment portfolio was $1.7 million greater than book value. The Bank does not hold any securities (such as structured debt tied to maturitymultiple indices, interest only or principal only securities) that may experience considerable change in their market values by a greater degree than traditional debt and could materially affect the entire portfolio. The taxable portions of the Bank's securities have been earning 6.75% for the first nine months of 1998. Although this represents a decrease of 14 basis points since September 30, 1998, the Bank exceeds its peer group average by approximately 35 basis points as recorded by the Uniform Bank Performance Report. The Bank's peer group includes banks throughout the country with assets totaling between $250 and $500 million. In the loan portfolio, which has grown by $30 million (13%) in the past twelve months, the Bank's concentration has been through the extension of loans secured by real estate to its customers totaling $26 million more than one year ago. This compares to 1998's growth of $9.6 million in loan growth, with $12.9 million of the loan growth being secured by real estate and granted to the Bank's consumer customers. Reductions in the loan portfolio in 1998 were $783,000 above book value as of June 30, 1998.found in the commercial loan portfolio ($2.9 million). Funding for the asset growth has come from strong growth in the Bank's deposits totaling $25 million.$27.5 million or more than 10% in growth. In early 1997, the Bank introduced the Investor's Choice account, an account that competes favorably with national money market accounts with respect to interest rate offerings. This product has beencontinues to be quite successful for the Bank in new deposit growth as well as deposit retention. In addition to the deposit growth, funding for the growth in the balance sheet has come from increases in advances from the Federal Home Loan Bank totaling $34$48.6 million. Short-term borrowings traditionally drop duringThe Bank monitors the third quartercost of funds through seasonal deposit growth, investment maturities and principal paydowns from the Bank's mortgage backed securities portfolio. Funding for the asset growth betweenliability management processes. From September 30, 1997 andto September 30, 1998, came from increases in advancesfunding from the Federal Home Loan Bank totaling $14.7was the primary source of funding for the bank's earning assets. While deposits increased by $2.2 million, advances through the Federal Home Loan Bank increased by $15.2 million. Deposits decreased overall by $2 million during that same period. The drop in deposits was in time deposits, mostly certificatesBank monitors the cost of deposit.funds through asset liability management processes. Liquidity is measured by the Bank's ability to meet cash needs at a reasonable cost or minimum loss to the Bank. Liquidity management involves the ability to meet cash flow requirements of its customers, which may come from depositors withdrawing funds or borrowers requiring funds to meet credit needs. Without adequate liquidity management, the Bank would not be able to meet the needs of the individuals and communities it serves. The Bank utilizes a Basic Surplus/Deficit model to measure its liquidity over a 30-day and a 90- day90-day time horizon. The Bank examines the relationship between liquid assets and short-term liabilities that are vulnerable to non-replacement within a 30-day period are examined.period. The 90-day analysis extends to include a projection of subsequent cash flow funding needs over an additional 60-day time horizon. The Bank's policy is to maintain its liquidity position at a minimum of 5% of total assets. TheFor the past twelve months, the Bank has maintained liquidity in its balance sheet in excess of 16% for the past twelve months.14.9%. Liquidity as measured by the Basic Surplus/Deficit model was 22.8%19.5% for the 30- day horizon and 14.9% for the 90-day horizon as of JuneSeptember 30, 1999 for1999. How the 30-day horizon and 25.2% for the 90- day horizon. How changes in the balance sheet have affected the Bank may be viewed through net interest income in the earnings statement for the periods ending JuneSeptember 30, 19981999 and 1999. The Bank's net earnings for the first six months of 1999 are $335,000 below earnings for the same period in 1998. As mentioned above, growth in earning assets was strong, but competition and shrinking margins affected the earnings. Additionally, the provision for possible loan losses and non-interest expenses were considerably higher in the half of 1999 than 1998. The comparison will be discussed below. The Bank's netNet interest income for the first six months of 1998 was $190,000 ahead of the six- month earnings as of JuneSeptember 30, 1997. Rates,1999, affected by rates, volumes and the mix of earning assets and interest bearing liabilities, directly affect interest income. For the first six monthsis ahead of 1999,September 1998's net interest income by $741,000. Interest income earned from loans increased in 1999 by more than $350,000, which$1.5 million due to volumes of loans with an offsetting reduction in earnings of $1.1 million due to changes in rates. This is $160,000 more than the increase between 1998 and 1997. The increase was the resultindicative of the growthcompetitive market in the balance sheet in both loans and investments. However, the competition for loans equates to narrowing margins, while increased investments, although producing strongDowneast Maine. Overall yields in comparison to peer bank interest yields, still yield considerably less than loans. Additionally, funding costs are not decreasing as quickly as asset yields. Funding costs dropped several years ago, affording greater spreads at the time. Between June 30, 1998 and June 30, 1999, interest bearing liability costs decreased by only 22 basis points. As mentioned above, total loans increased by $22 million between June 30, 1998 and June 30, 1999. Interest earned on loans increased by more than $400,000 but was reduced by $255,000 due to decreases in interest rates charged on portions of the loan portfolio. Overall,from the loan portfolio yield droppeddecreased by 56 basis points. This compares with a drop of 64approximately 70 basis points between 1997 and 1998. In comparison, increases in loan volume of $7.8 million in 1998 compared to 1997 afforded increasedfrom 1998's yields. Net interest income for the first nine months of approximately $675,000; however, decreases in rate reduced interest income1998 added earnings of $153,000. Overall yields from the loan portfolio decreased by over $540,000, thereby netting an overall increase for loan interest of $132,000. Interest on investments increased based on $40 million increase in volumes. The $1.1 million increase in interest earned on investments was offset by $186,000 decrease in interest rates. The entire portfolio is currently earning 6.51% and 475 basis points less than it was a year ago. Year to date, the taxable portion of the portfolio decreased in yield on average by 32 basis points to 6.79%. The investment yields for 1998 were 10 basis points lower than 1997. As of June 30, 1998, on the investment side, interest and dividend income grew by only $20,000 when compared to June 30, 1997. Increases were made1997's yields. The investment portfolio, with net growth in assets of $45 million, has shown increases in interest income due to volumes ($1.8 million) and decreases due to rates ($242,000) for a net increase derived from investments of $1.5 million. The overall yield on the entire investment portfolio has decreased by 16 basis points during the past twelve months. Looking at 1998, the investment interest increased by $360,000 based on volumes ($139,000) with offsetting decreases in rates ($118,000) for the total investment portfolio. Yields in the overall portfoliovolume and decreased by 10$187,000 due to rates. Overall, the yield on investments decreased by 24 basis points from 1997 to 1998. Interest bearingWhile interest-bearing liabilities increased by approximately $55 million or 19.6%, and8% from September 30, 1998 to September 30, 1999, the cost of those liabilities decreased by 3%. The interest paid on deposits decreased primarily due to rates (679,000) and costs increased by more than 12% or more than $700,000. Interest expense from$469,000 based on the 8% growth. The cost of borrowings increased due to volumes ($1.5 million). The overall cost of funding the bank's assets has decreased by 19 basis points over the past twelve months. In 1998, the cost of deposits increased by $257,000only $56,000 based on increased volumevolumes and decreased by almost $400,000 based on interest$238,000 as a result of rates. Reductions inThe cost of interest bearing costs have come from the decline in interest rates for time deposits including certificates of deposit and Individual Retirement Accounts, which have dropped approximately 59decreased by 8 basis points from year to year. While the interest expense created from other borrowings has increased $940,00 based on increased volumes of $34 million, the average rate has dropped by 34 basis points. As a comparison, overall interest bearing liability costs as of Junewhen comparing September 30, 1998 were almost flat in comparison to JuneSeptember 30, 1997's rates.1997. The Bank's position with regard to interest rate sensitivity consists of the matching of its assets and liabilities for repricing within a year. There is some exposure to rising rates out beyond a year as the Bank has almost $26.2$19.7 million invested in callable securities with final maturities of ten years or less. The exposure lies with the possibility that these securities would not be called. The bank has decreased the amount of callable agencies it is purchasing as well as shortening the final maturities it is purchasing. With $20.6$55 million more liabilities than assets repricing within the next twelve months, if rates were to rise by 200 basis points and the Bank did not change its posture at all, simulations indicate that the Bank's net interest income could decrease by approximately $577,000 and $1,519,000$835,000 during the first and second yearsyear of the rise. Should rates fall by 200 basis points, the Bank's net interest income would increase by approximately $456,000$688,000 the first year andyear. The potential reduction in net interest income should rates rise by $547,000 the second year The ratio for the reserve for possible loan losses has been approximately 2% for200 basis points equates to a number of years, and continues with a ratio of 1.95% at June 30, 1999 and 2.06% as of June 30, 1998. This ratio represents a conservative approach to possible losses. The bank's delinquency ratio has continued topotential 4.5% drop over the years and is at a record low.in net interest income. The Bank reviews its allocation to the reserve on a monthly basis and funds the reserve as deemed necessary. ThisThe review includes a provision for specific credits, provisions due to historic loan losses by loan types and reserves reflecting industry concentrations, credit concentrations, current economic conditions and underwriting standards. Additionally, the allocation contains a provision for impaired loans in accordance with FASB 114/118. Reference is made to the notes included in this filing that outlines the impaired loan figures. The ratio for the reserve for possible loan losses has been approximately 2% for a number of years, and continues with a ratio of 1.9% at September 30, 1999 and 2.05% as of September 30, 1998. The bank's delinquency ratio has continued to drop over the years and is at a record low. Losses in the loan portfolio arewere estimated at $750,000 for 1999, with year to date net charge offs totaling $80,000$207,000 compared to $207,000$460,000 during the first sixnine months of 1998. Losses for calendar year 1998 were estimated to be $500,000. In 1995, the Bank added a provision for impaired loans in accordance with FASB 114, "Accounting By Creditors for Impairment of a Loan", as amended by Statement No. 118. A loan is impaired when it is probable that the Bank will not collect all amounts due according to the contractual terms of the loan agreement. Impaired loans are loans that are carried on a non-accrual status. Loans are returned to accrual status and are no longer considered to be impaired when they become current as to principal and interest or demonstrate a period of performance under the contractual terms, and in management's opinion are fully collectable. Certain loans are exempt from the provisions including large groups of smaller balance homogenous loans that are collectively evaluated for impairment, such as consumer and residential mortgage loans. Impaired loans totaled $656,000 and $1.7 million at September 30, 1999 and 1998, respectively. Reference is made to the notes included with this filing that outline the impaired loan figures. The bank retains a conservative posture with regard to non-accruing loans, placing loans onto nonaccrual status once they become past due 90 days or more. The amounts represented below are shown in thousands and represent the total dollars past due for the first sixnine months of each year listed.
Category 1999 1998 90-day past due and still $ 1,206 $1,528 accruing Non-accruing 1,814 2,682 $3,020 $4,210 Gross loans $251,793 $229,226 Percentage of gross loans 1.20% 1.83%
Non-interestCategory 1999 1998 90-day past due and still $ 1,547 $1,300 accruing Non-accruing 1,737 2,023 $3,284 $3,323 Gross loans $260,774 $230,030 Percentage of gross loans 1.26% 1.44% Other income for 1999 is virtually flat (1% increase) with the first sixnine months of 1999 was $4,215,000 and $200,000 or 5% more than the same period in 1998. AlthoughCard program fees (including credit cardholder fees, merchant processing fees and check card fees) surpassed 1998's fee income generated fromby $183,000 and constituted the bank's various cardholder programs (VISA, ATM, debit cards) has increased from year to year,majority of the FASB entry for mortgage servicing rights incomeincrease in other income. Other expense was $60,000 less7.6% (or $376,000) more in 1999 when compared to 1998. In comparison, non-interest income1998, and included $250,000 for 1998 was $250,000 or approximately 12% more thanincreased costs for the same periodcard programs described above. As mentioned earlier, the Bank has been involved in 1997,a number of projects in the past twelve months, one of which is the conversion of its banking software to Information Technology, Inc. (ITI). The conversion is scheduled for second quarter 2000 and some of the expenses incurred include upgrades of equipment and the hiring of a third party vendor to assist with the increase attributableconversion, including project management and individual employee training. Another major endeavor is the announcement that Bar Harbor Bankshares has agreed to acquire Dirigo Investments, Inc., an NASD Registered Broker Dealer firm based in Ellsworth, Maine, subject to regulatory approval. Under a restructuring plan, Bar Harbor Bankshares will form a new financial services holding company to be known as BTI Financial Group. Following its acquisition, Dirigo Investments, Inc. would become a subsidiary of BTI Financial Group and would continue to operate as a full-service discount brokerage firm. BTI Financial Group would also own and operate a Maine chartered, non-depository trust company to be known as Bar Harbor Trust Services and a newly formed SEC registered investment advisor offering portfolio management services to be known as Block Capital Management. Bar Harbor Bankshares is seeking regulatory approval for each of these three operating entities over the Trust Department's earnings before expenses, which have exceeded last year's income by $158,000. Additionally,next 90 days. Expenses incurred in the accounting for mortgage servicing rights was approximately $70,000 higher asformation of June 30, 1998 when compared to June 30, 1997.BTI Financial Group are included in the Other Expense category. Salaries and employee benefits are $118,000 (4%$202,000 (5%) higher as of JuneSeptember 30, 1999 when compared to the same period for 1998. This includes merit increases, increased premiums for employee insurance plans, incentive accruals and an increase of 138 people in the full time equivalent work force. Non-interest income (other income) as of September 30, 1998 was $432,000 ahead of September 30, 1997. Trust income, based on market value of trust portfolios, was $190,000 ahead of the previous year's income. Additionally, mortgage servicing rights (implemented in January of 1996) were ahead of 1997 by $132,000, while the expense pertaining to mortgage servicing rights was also more in 1998 ($27,000). Income generated from charges to merchants for credit card processing was $80,000 more than the previous year. The cost of the merchant credit card program for the twelve months ending September 30, 1998 was $150,000 more than the previous year. Other expenses, the category on the earnings statement that encompasses the majority of accountsthose expenses that are not interest or human resource related, are $237,000 (8%) higher in 1999 than in 1998. This increase is much smaller than the 17% increased incurred between June 30, 1997 and June 30, 1998, which is described below. Asas of June 30, 1999, expenses incurred by the bank's card programs (including VISA cardholders, merchant processing, ATM, debit cards) are $107,000 more than for the comparable period in 1998. Additionally, the bank has signed a contract to convert its banking software to Information Technology, Inc. (ITI). The conversion is scheduled for second quarter 2000 and, in preparation, the bank has begun to upgrade some of its personal computers, writing off $25,000 in depreciation from its existing PCs. These PCs give all Bar Harbor Banking and Trust tellers faster PCs needed for the conversion, but also allow for more efficient service to their customers during the busy summer season. Additional PCs will be replaced before the conversion transpires next spring. Bank employees will be traveling to Nebraska, the home office for ITI, early this fall for initial training in mapping of bank products. Expenses incurred with this conversion also include the hiring of a third party to assist with the conversion, including project management and individual employee training. As mentioned above, other expenses for JuneSeptember 30, 1998 were 17%13% higher than in 1997. Included in the expenses for 1998at September 30,1997. The cost of processing merchant credit card work and mortgage servicing rights were increased maintenance contracts and depreciation expenses incurred as the Bank strengthened its technology capabilities.mentioned earlier. Additionally, the Bank was more active in the media in 1998, throughpromoting the introduction of the Investor's Choice deposit account andnew money market product, numerous loan promotions. Thepromotions and several new TV spots. Postage was almost $50,000 more at September 30, 1999 and included additional mailings for tax purposes and the conversion of the Trust Department to a new software vendor, which took place in early September of 1998. In the spring of 1998, the Bank hired a consultant to assist in the selection process for a new banking software vendor.software. The Trust Department also incurred expenses during itsselection process continued throughout 1998 and is mentioned in the 1999 conversion of accounting software to InfoVisa in September of 1998. Lastly, the amortization of mortgage servicing rights impacted the Bank's earnings by approximately $30,000. As a financial summary, the following ratios indicate the bank's status. The Bank's year to date efficiency ratio is 60%. The Bank's year to date capital to asset ratio is 11.1%. The Bank far exceeds the required risk based capital ratio of 8% with its Tier I ratio of 18.33%, total capital ratio of 19.58% and leverage ratio of 12.18%. These ratios represent capital of $30 million in excess of the requirement for a well-capitalized bank.information above. As an update for Year 2000, the Assessment Phase is complete and the Renovation Phase is substantially complete. The bank has identified and contacted third party vendors (operating partners, plastic card networks, public utilities, etc.) that are critical to its operations and success. The bank has not independently verified the Year 2000 readiness statements of these third party vendors. Based on the assessment of system readiness, the bank has repaired or replaced systems as required. The Validation Phase is substantially complete with all mission critical systems tested either internally or by proxy with the exception of the bank's item processing application. All equipment for the item processing application has been upgraded and deemed Year 2000 compliant. Testing of the interface between the item processing application and the banking software will be completed before August 31, 1999.proxy. As the bank monitors on-going systems, it has also developed a contingency plan in case of unanticipated failures in any of the bank's systems. The plan has identified seven core business processes that would be critical for continued service to its customers. Business resumption plans for each of these processes are being refined and specific procedures are being developed to ensure the bank prepares for and operates through any possible Year 2000 related interruptions. The bank's contingency plan has been approved by its Board of Directors and will beis being validated before August 31, 1999.by an independent party. The bank has joined with four other local banks to create an Interbank Working Group for the Year 2000. This group is assessingcontinues to meet and assess liquidity, security and customer awareness issues. The CEOs of the five banks have sent letters to all major employers and clubs in our two-county area offeringpresented a bank panel consisting of representatives of each of the five banks to speak at their organization. A number of these sessions have already occurred and will continue into the late fall.local businesses or civic organizations. The five CEOs have also met with local media representatives to reiterate the message that banks have done their Year 2000 compliance work and that funds maintained within banks are safe, sound and insured. The costs incurred thus far in 1999 for the Year 2000 initiative total $48,500$53,000 and are not expected to exceed $100,000 by year end. The financial statements for 1998 and 1999 include the required additional disclosures for SFAS No. 130 and 132. In addition, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and SFAS No. 134, "Accounting for Mortgage-BackedMortgageBacked Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise". SFAS No. 133 will be effective for fiscal years beginning after June 15, 2000 and SFAS No. 134 iswas effective the first fiscal quarter beginning July 1, 1999. Management does not expect the adoption of these standardsSFAS No. 133 to have a material effect on the financial statements. The adoption of the remaining standards has had no material effect on the financial statements. As a financial summary, the following ratios indicate the bank's status. The Bank's year to date efficiency ratio is 60%. The Bank's year to date capital to asset ratio is 11.3%. The Bank far exceeds the required risk based capital ratio of 8% with its Tier I ratio of 17.7%, total capital ratio of 19% and leverage ratio of 12.5%. These ratios represent capital of $30 million in excess of the requirement for a well-capitalized bank. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BAR HARBOR BANKSHARES /s/ Sheldon F. Goldthwait, Jr. Date: August 12,November 5, 1999 Sheldon F. Goldthwait, Jr. Chief Executive Officer /s/ Virginia M. Vendrell Date: August 12,November 5, 1999 Virginia M. Vendrell TreasurerTre asu rer and Chief FinancialChi ef Fin anc ial Officer