SALISBURY BANCORP, INC. - Quarter Report: 2023 March (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________ TO ________

Commission file number 001-14854

SALISBURY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut	06-1514263
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

5 Bissell Street, Lakeville, CT	06039
(Address of principal executive offices)	(Zip code)

(860) 435-9801

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.10 per share	SAL	NASDAQ

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares of Common Stock outstanding as of May 3, 2023 is 5,807,119.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION	Page
Item 1. Financial Statements (unaudited)
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2023 (unaudited) and DECEMBER 31, 2022	3
CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS ENDED MARCH 31, 2023 and 2022 (unaudited)	4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE MONTHS ENDED MARCH 31, 2023 and 2022 (unaudited)	5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2023 and 2022 (unaudited)	5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2023 and 2022 (unaudited)	6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
Item 4. CONTROLS AND PROCEDURES	39
PART II. OTHER INFORMATION	39
Item 1. LEGAL PROCEEDINGS	39
Item 1A. RISK FACTORS	39
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
Item 3. DEFAULTS UPON SENIOR SECURITIES	39
Item 4. MINE SAFETY DISCLOSURES	39
Item 5. OTHER INFORMATION	39
Item 6. EXHIBITS	40
SIGNATURES	41

PART I - FINANCIAL INFORMATION

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except share data)		March 31, 2023			December 31, 2022
ASSETS
Cash and due from banks	$	6,231		$	5,864
Interest bearing demand deposits with other banks		43,613			44,675
Total cash and cash equivalents		49,844			50,539
Securities
Available-for-sale, at fair value		187,598			187,410
Mutual funds at fair value		2,068			1,933
Federal Home Loan Bank of Boston stock at cost		5,030			1,285
Loans receivable, net (allowance for credit losses: $16,009 and $14,846)		1,234,632			1,213,671
Bank premises and equipment, net		21,597			22,148
Goodwill		13,815			13,815
Intangible assets (net of accumulated amortization: $5,691 and $5,654)		188			227
Accrued interest receivable		6,383			6,797
Cash surrender value of life insurance policies		30,571			30,379
Deferred taxes		8,234			8,492
Other assets		5,374			4,886
Total Assets	$	1,565,334		$	1,541,582
LIABILITIES and SHAREHOLDERS' EQUITY
Deposits
Demand (non-interest bearing)	$	370,049		$	395,994
Demand (interest bearing)		218,902			231,486
Money market		296,974			343,965
Savings and other		236,755			233,578
Certificates of deposit		170,362			153,370
Total deposits		1,293,042			1,358,393
Repurchase agreements		3,230			7,228
Federal Home Loan Bank of Boston advances		100,000			10,000
Subordinated debt		24,545			24,531
Note payable		117			128
Finance lease obligations		4,225			4,262
Accrued interest and other liabilities		7,820			8,685
Total Liabilities		1,432,979			1,413,227
Shareholders' Equity
Common stock - $0.10 per share par value
Authorized: 10,000,000;
Issued: 5,807,719 and 5,798,816
Outstanding: 5,807,719 and 5,798,816		581			580
Unearned compensation – restricted stock awards		(961	)		(1,144	)
Paid-in capital		47,396			47,466
Retained earnings		103,371			102,178
Accumulated other comprehensive loss, net		(18,032	)		(20,725	)
Total Shareholders' Equity		132,355			128,355
Total Liabilities and Shareholders' Equity	$	1,565,334		$	1,541,582

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

Three months ended March 31, (in thousands, except per share amounts)		2023		2022
Interest and dividend income
Interest and fees on loans	$	13,250	$	10,163
Interest on debt securities
Taxable		1,068		724
Tax exempt		212		174
Other interest and dividends		393		57
Total interest and dividend income		14,923		11,118
Interest expense
Deposits		2,818		478
Repurchase agreements		16		3
Finance lease		40		41
Note payable		2		2
Subordinated Debt		233		233
Federal Home Loan Bank of Boston advances		687		55
Total interest expense		3,796		812
Net interest and dividend income		11,127		10,306
Provision for credit losses		1,016		363
Net interest and dividend income after provision for credit losses		10,111		9,943
Non-interest income
Trust and wealth advisory		1,153		1,241
Service charges and fees		1,235		1,138
Mortgage banking activities, net		59		355
Gains (losses) on mutual funds		20		(42	)
Gains on sales of available -for-sale securities, net		—		210
BOLI income		192		162
Other		34		30
Total non-interest income		2,693		3,094
Non-interest expense
Salaries		3,721		3,479
Employee benefits		1,468		1,277
Premises and equipment		1,105		1,104
Loss on write-down and sale of assets		158		9
Information processing and services		831		685
Professional fees		945		787
Collections, OREO, and loan related		72		117
FDIC insurance		98		171
Marketing and community support		127		184
Amortization of intangibles		39		54
Other		470		786
Total non-interest expense		9,034		8,653
Income before income taxes		3,770		4,384
Income tax provision		752		816
Net income	$	3,018	$	3,568
Net income available to common shareholders	$	2,968	$	3,508

Basic earnings per common share ¹	$	0.52	$	0.62
Diluted earnings per common share ¹		0.52		0.62
Common dividends per share ¹		0.16		0.16

¹The number of shares and per share amounts for all periods has been adjusted to reflect the two-for-one forward stock split effective June 30, 2022.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

Three months ended March 31, (in thousands)		2023			2022
Net income	$	3,018		$	3,568
Other comprehensive income (loss)
Net unrealized income (loss) on securities available-for-sale		3,409			(11,549	)
Reclassification of net realized loss in net income ⁽¹⁾		—			(210	)
Unrealized income (loss) on securities available-for-sale		3,409			(11,759	)
Income tax (expense) benefit		(716	)		2,470
Unrealized income (loss) on securities available-for-sale, net of tax		2,693			(9,289	)
Comprehensive income (loss)	$	5,711		$	(5,721	)

^{(1) Reclassification adjustments include realized
security gains. The gains have been reclassified out of accumulated other comprehensive income and have affected certain lines in the
consolidated statements of income as follows: the pretax amount is reflected as gains on sales and calls on available-for-sale securities,
net; the tax effect is included in the income tax provision and the after-tax amount is included in net income. The income tax expense
related to reclassification of net realized gains was approximately $0 thousand and $44 thousand for the three-months ended March 31,
2023 and 2022, respectively.}

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)


Three months ended March 31, (dollars in thousands)	Common Stock					Paid-in			Retained			Unearned compensation restricted stock			Accumulated other comprehensive			Total shareholders'
	Shares ¹			Amount		Capital			Earnings			awards			(loss) income			equity
Balances at December 31, 2021		5,723,394		$	286	$	46,374		$	89,995		$	(925	)	$	870		$	136,600
Net income		—			—		—			3,568			—			—			3,568
Other comprehensive loss, net of tax		—			—		—			—			—			(9,289	)		(9,289	)
Common stock dividends declared ($0.16 per share)		—			—		—			(915	)		—			—			(915	)
Issuance of restricted common stock		28,700			2		811			—			(813	)		—			—
Issuance of restricted stock units upon vesting		12,900			—		—			—			—			—			—
Net settlement impact for vesting of performance restricted stock units		(78	)		—		(183	)		—			—			—			(183	)
Stock based compensation-restricted stock awards		—			—		97			—			188			—			285
Balances at March 31, 2022		5,764,916		$	288	$	47,099		$	92,648		$	(1,550	)	$	(8,419	)	$	130,066
Balances at December 31, 2022		5,798,816		$	580	$	47,466		$	102,178		$	(1,144	)	$	(20,725	)	$	128,355
Cumulative effect of accounting changes (Note 1)		—			—		—			(898	)		—			—			(898	)
Net income		—			—		—			3,018			—			—			3,018
Other comprehensive income, net of tax		—			—		—			—			—			2,693			2,693
Common stock dividends declared ($0.16 per share)		—			—		—			(927	)		—			—			(927	)
Issuance of restricted stock units upon vesting		13,473			1		—			—			—			—			1
Net settlement impact of performance restricted stock units upon vesting		(4,570	)		—		(112	)		—			—			—			(112	)
Stock based compensation-restricted stock awards							42						183			—			225
Balances at March 31, 2023		5,807,719		$	581	$	47,396		$	103,371		$	(961	)	$	(18,032	)	$	132,355

¹The number of shares and per share amounts for all periods has been adjusted to reflect the two-for-one forward stock split effective June 30, 2022.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Three months ended March 31, (in thousands)		2023			2022
Operating Activities
Net income	$	3,018		$	3,568
Adjustments to reconcile net income to net cash provided by operating activities:
(Accretion), amortization and depreciation:
Securities		311			361
Bank premises and equipment		396			392
Core deposit intangible		39			53
Modification fees on Federal Home Loan Bank of Boston advances		—			21
Subordinated debt issuance costs		14			14
Mortgage servicing rights		26			39
(Gains) and losses, including write-downs
(Gain) loss on mutual funds		(20	)		42
Gain on sales of securities available-for-sale, net		—			(210	)
Gain on sales of loans, excluding capitalized servicing rights		—			(275	)
Sales/disposals of premises and equipment		158			9
Provision for credit losses		1,016			363
Proceeds from loans sold		—			8,852
Loans originated for sale		—			(6,963	)
Decrease (increase) in deferred loan origination fees and costs, net		126			(476	)
Mortgage servicing rights originated		—			(55	)
Decrease in interest receivable		414			365
Deferred tax (benefit) expense		(172	)		467
Increase in prepaid expenses		(119	)		(111	)
Increase in cash surrender value of life insurance policies		(192	)		(162	)
(Increase) decrease in other assets		(395	)		403
Decrease in income tax receivable		—			79
Decrease in accrued expenses		(2,598	)		(1,537	)
Increase in income tax payable		702			—
Decrease in interest payable		(230	)		(12	)
Increase (decrease) in other liabilities		256			(53	)
Stock based compensation-restricted stock awards		225			285
Net cash provided by operating activities		2,975			5,459
Investing Activities
Net redemptions of Federal Home Loan Bank of Boston stock		(3,745	)		320
Purchases of securities available-for-sale		—			(145,297	)
Purchase/reinvestment of mutual funds		(115	)		(3	)
Proceeds from sales of securities available-for-sale		—			17,718
Proceeds from maturities/principal payments of securities available-for-sale		2,910			102,413
Loan originations and principal collections, net		(22,285	)		641
Recoveries of loans previously charged off		3			6
Capital expenditures		(3	)		(343	)
Net cash utilized by investing activities	$	(23,235	)	$	(24,545	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Continued)

Three months ended March 31, (in thousands)		2023			2022
Financing Activities
Decrease in deposit transaction accounts, net	$	(82,343	)	$	(54,923	)
Increase in time deposits, net		16,992			9,204
Decrease in securities sold under agreements to repurchase, net		(3,998	)		(3,269	)
Repayments of Federal Home Loan Bank of Boston long term advances		—			(6,000	)
Federal Home Loan Bank of Boston short term advances(net)		90,000			—
Principal payments on amortizing FHLB Advances		—			(1,258	)
Principal payments on note payable		(11	)		(11	)
Principal payments on finance lease obligations		(37	)		(33	)
Net settlement of restricted stock units		(111	)		(183	)
Common stock dividends paid		(927	)		(915	)
Net cash provided (utilized) by financing activities		19,565			(57,388	)
Net decrease in cash and cash equivalents		(695	)		(76,474	)
Cash and cash equivalents, beginning of period		50,539			175,335
Cash and cash equivalents, end of period	$	49,844		$	98,861
Cash paid during period
Interest		3,567			789
Income taxes		221			270
Non cash investing and financing activities:
Fixed Asset		65			289
Finance lease liability		(65	)		(289	)
Loans transferred to Loans Held for Sale		—			3,389

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Salisbury Bancorp, Inc. and Subsidiary

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The interim (unaudited) consolidated financial statements of Salisbury Bancorp, Inc. ("Salisbury") include those of Salisbury and its wholly owned subsidiary, Salisbury Bank and Trust Company (the "Bank"). In the opinion of management, the interim unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the consolidated financial position of Salisbury and the consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for the interim periods presented.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). In preparing the financial statements, management is required to make extensive use of estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet, and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and unrealized gains and losses related to available-for-sale securities.

Certain financial information, which is normally included in financial statements prepared in accordance with generally accepted accounting principles, but which is not required for interim reporting purposes, has been condensed or omitted. Operating results for the interim period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying condensed financial statements should be read in conjunction with the financial statements and notes thereto included in Salisbury's 2022 Annual Report on Form 10-K for the year ended December 31, 2022.

In June 2016, the FASB issued Accounting Standards Update (ASU) ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and related subsequent amendments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected losses under the CECL methodology is applicable to financial assets measured at amortized cost, as well as unfunded commitments that are considered off-balance sheet credit exposures at the reporting date. The measurement is based on historical experience, current conditions, and reasonable and supportable forecasts. Financial Institutions and other organizations will now use forward-looking information to enhance their credit loss estimates. The update requires enhanced disclosures to help investors and other financial statements users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. The current expected credit loss measurement will be used to estimate the allowance for credit losses (“ACL”) over the life of the financial assets.

Salisbury adopted CECL on January 1, 2023. Under CECL, the Bank determines its allowance for credit losses on loans using pools of assets with similar risk characteristics. The Bank segments its loan portfolio by loan type, to evaluate loans with similar risk characteristics for credit risk. The Bank’s lifetime credit loss models are based on historical data and incorporate forecasts of macroeconomic variables, expected prepayments and recoveries. Non-economic qualitative factors are also evaluated for each loan segment. A four-quarter reasonable and supportable forecast period is currently used for all loan portfolios. When the risk characteristics of a loan no longer match the characteristics of the collective pool, the loan is removed from the pool and individually assessed for credit losses. Generally, non-accrual loans and collateral dependent loans are individually assessed.

The individual assessment for credit impairment is generally based on a discounted cash flow approach unless the asset is collateral dependent. A loan is considered collateral dependent when repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. Collateral dependent loans are individually assessed and the expected credit loss is based on the fair value of the collateral. The fair value is reduced for estimated costs to sell if the value of the collateral is expected to be realized through sale.

The Bank has elected to present accrued interest receivable separately from the amortized cost basis on the balance sheet and is not estimating an allowance for credit loss on accrued interest. This election applies to loans as well as debt securities. The Bank’s non-accrual polices have not changed as a result of adopting CECL.

On January 1, 2023 Salisbury adopted ASC 326 using the modified retrospective approach method for all financial assets measured at amortized cost. Results for the reporting periods after January 1, 2023 are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. On the adoption date, the Bank increased the allowance for credit losses for loans by $0.2 million and increased the allowance for credit losses for unfunded loan commitments by $0.9 million (in other liabilities). The new ASU removes the ability to offset a charge-off against the remaining loan discount and requires an allowance for credit losses to be recognized in addition to the loan discount. The impact of adopting the ASU, and at each subsequent reporting period, is highly dependent on credit quality, macroeconomic forecasts and conditions, composition of our loans and available for sale securities portfolio, along with management judgments. The FASB provided transition relief, allowing entities to irrevocably elect, upon adoption of CECL, the fair value option (FVO) on financial instruments that were previously recorded at amortized cost and are within the scope of ASC 326-20 if the instruments are eligible for the FVO under ASC 825-10. The adoption of ASC 326 was applied through a cumulative-effect adjustment to retained earnings. The impact of the January 1 2023, adoption entry is summarized in the table below:

(in thousands)	December 31, 2022 Pre-ASC 326 Adoption			Impact of ASC 326 Adoption			January 1, 2023 Post-ASC Adoption
Assets:
Loans	$	1,228,517		$	—		$	1,228,517
Allowance for credit losses on loans		(14,846	)		(271	)		(15,117	)
Deferred tax assets, net		8,492			286			8,778
Liabilities and shareholders’ equity:
Other liabilities (ACL unfunded loan commitments)		178			913			1,091
Retained Earnings		102,178			(898	)		101,280

In December 2018, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three year period the day one adverse effects on regulatory capital that may result from the adoption of the new accounting standard.

Allowance for Credit Losses – Available-For-Sale Securities: For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell a security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Recent Accounting Pronouncements

In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848).” In 2020, the Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. The Board included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022—12 months after the expected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments in this ASU were effective upon issuance.

NOTE 2 – ACQUISITIONS AND DISPOSITIONS

Pending Acquisition

On December 5, 2022, Salisbury and NBT Bancorp Inc. (“NBT”) announced that they entered into a definitive agreement under which Salisbury will merge with and into NBT, with NBT as the surviving entity, in an all-stock transaction. Immediately thereafter, the Bank will merge with and into NBT Bank, with NBT Bank as the surviving bank. Under the terms of the agreement, each share of Salisbury common stock will be converted into the right to receive 0.745 shares of NBT common stock. The merger is expected to be consummated in second quarter 2023, subject to regulatory approval. Merger-related expenses totaling $385 thousand related to this transaction were recorded in first quarter 2023.

NOTE 3 - SECURITIES

The composition of securities is as follows:

(in thousands)		Amortized cost basis		Gross un-realized gains		Gross un-realized losses		Fair value
March 31, 2023
Available-for-sale
U.S. Treasury	$	19,299	$	—	$	1,820	$	17,479
U.S. Government Agency notes		29,017		58		2,231		26,844
Municipal bonds		55,099		—		6,900		48,199
Mortgage-backed securities:
U.S. Government agencies and U.S. Government- sponsored enterprises		67,804		19		7,273		60,550
Collateralized mortgage obligations:
U.S. Government agencies		24,954		—		3,039		21,915
Corporate bonds		14,250		—		1,639		12,611
Total securities available-for-sale	$	210,423	$	77	$	22,902	$	187,598
Mutual funds							$	2,068
Non-marketable securities
Federal Home Loan Bank of Boston stock	$	5,030	$	—	$	—	$	5,030

(in thousands)		Amortized cost basis		Gross un-realized gains		Gross un-realized losses		Fair value
December 31, 2022
Available-for-sale
U.S. Treasury	$	19,283	$	—	$	2,150	$	17,133
U.S. Government Agency notes		29,696		94		2,636		27,154
Municipal bonds		55,179		—		8,641		46,538
Mortgage-backed securities:
U.S. Government agencies and U.S. Government- sponsored enterprises		69,866		20		8,011		61,875
Collateralized mortgage obligations:
U.S. Government agencies		25,370		—		3,434		21,936
Corporate bonds		14,250		—		1,476		12,774
Total securities available-for-sale	$	213,644	$	114	$	26,348	$	187,410
Mutual Funds							$	1,933
Non-marketable securities
Federal Home Loan Bank of Boston stock	$	1,285	$	—	$	—	$	1,285

Salisbury did not sell any available-for-sale securities during the three-month periods ended March 31, 2023. Salisbury sold $17.7 million of available-for-sale securities during the three-month period ended March 31, 2022 realizing gains of $451 thousand and losses of $241 thousand resulting in a net gain of $210 thousand and a related tax expense of $44 thousand.

The following tables summarize the aggregate fair value and gross unrealized losses of securities that have been in a continuous unrealized loss position as of the date presented:


	Less than 12 Months				12 Months or Longer				Total
March 31, 2023 (in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Available-for-sale
U.S. Treasury	$	—	$	—	$	17,479	$	1,820	$	17,479	$	1,820
U.S. Government Agency notes		2,839		123		18,567		2,108		21,406		2,231
Municipal bonds		8,334		326		39,864		6,574		48,198		6,900
Mortgage- backed securities:
U.S. Government agencies and U.S. Government- sponsored enterprises		4,826		8		53,266		7,265		58,092		7,273
Collateralized mortgage obligations:
U.S. Government agencies		2,648		191		19,267		2,848		21,915		3,039
Corporate bonds		7,892		858		4,719		781		12,611		1,639
Total temporarily impaired securities	$	26,539	$	1,506	$	153,162	$	21,396	$	179,701	$	22,902


	Less than 12 Months				12 Months or Longer				Total
December 31, 2022 (in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Available-for-sale
U.S. Treasury	$	6,435	$	484	$	10,698	$	1,666	$	17,133	$	2,150
U.S. Government Agency notes		3,106		158		17,467		2,478		20,573		2,636
Municipal bonds		37,277		5,950		9,261		2,691		46,538		8,641
Mortgage-backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises		18,861		1,559		39,909		6,452		58,770		8,011
Collateralized mortgage obligations		14,333		1,782		7,603		1,652		21,936		3,434
Corporate bonds		11,251		1,249		1,523		227		12,774		1,476
Total temporarily impaired securities	$	91,263	$	11,182	$	86,461	$	15,166	$	177,724	$	26,348

The table below presents the amortized cost, fair value and tax equivalent yield of securities, by maturity. Debt securities issued by U.S. Government agencies (SBA securities), MBS, and CMOS are disclosed separately in the table below as these securities may prepay prior to the scheduled contractual maturity dates.

March 31, 2023 (in thousands)	Maturity	Amortized cost			Fair value	Yield⁽¹⁾
U.S. Treasury	After 1 year but within 5 years	$	10,814	$	10,005	1.29	%
	After 5 year but within 10 years		8,485		7,474	1.17
	Total		19,299		17,479	1.24
U.S. Government Agency notes	After 1 year but within 5 years		7,964		7,100	1.05
	After 5 year but within 10 years		7,960		6,863	1.42
	Total		15,924		13,963	1.23
Municipal bonds	After 1 year but within 5 years		1,486		1,343	2.11
	After 5 year but within 10 years		14,308		12,054	2.31
	After 10 years but within 15 years		15,458		13,580	2.33
	After 15 years		23,847		21,222	2.73
	Total		55,099		48,199	2.49
Mortgage-backed securities, U.S. Government Agency and Collateralized mortgage obligations	Securities not due at a single maturity date		105,851		95,346	2.95
	Total		105,851		95,346	2.95
Corporate bonds	After 5 years but within 10 years		14,250		12,611	4.46
	After 10 years but within 15 years		—		—
	Total		14,250		12,611	4.46
Securities available-for-sale		$	210,423	$	187,598	2.79	%

⁽¹⁾ Yield is based on amortized cost.

For the three months ended March 31, 2023 and 2022, the unrealized losses on the Company’s available-for-sale debt securities have not been recognized into income because management does not intend to sell and it is not more-likely-than-not it will be required to sell any of the available-for-sale debt securities before recovery of its amortized cost basis. Furthermore, the unrealized losses were due to changes in interest rates and other market conditions and were not reflective of credit events. The issuers continue to make timely principal and interest payments on the bonds. Agency-backed and government sponsored have a long 40 year history with no credit losses, including during times of severe stress such as the 2007-2008 financial crisis. The principal and interest payments on agency guaranteed debt is backed by the U.S. government. Government-sponsored enterprises similarly guarantee principal and interest payments and carry an implicit guarantee from the U.S. Department of the Treasury. Additionally, government-sponsored enterprise securities are exceptionally liquid, readily marketable, and provide a substantial amount of price transparency and price parity, indicating a perception of zero credit losses.

At March 31, 2023 and December 31, 2022, total accrued interest receivable on available-for-sale debt securities, which has been excluded from the reported amortized cost basis on available-for-sale debt securities, was $0.62 million and $0.56 million, respectively, and was reported within accrued interest receivable on the consolidated balance sheets. An allowance was not carried on the accrued interest receivable at either date.

NOTE 4 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Salisbury segregates its loan portfolio into discrete loan pools for purposes of evaluating credit risk. Each loan pool possesses unique risk characteristics that are considered when determining the appropriate level of allowance. As of March 31, 2023, the Company aggregated the individual loan pools as follows:

Commercial & Industrial - Commercial loans consist of revolving and term loan obligations extended to businesses, municipalities and educational facilities for the purpose of financing working capital and/or capital investment. Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, and/or real estate, if applicable. Commercial loans are primarily paid by the operating cash flow of the borrower. Commercial loans may be secured or unsecured.

Commercial Real Estate – Commercial real estate loans include non-owner-occupied and owner-occupied properties as well as loans for agricultural purposes and land development. Commercial real estate loans consist of mortgage loans to finance investments in real property such as multi-family residential, commercial/retail, office, industrial, hotels, health care facilities and other specific use properties. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.

Residential Real Estate - Residential real estate loans are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Collateral consists of mortgage liens on one-to four-family residences, including for investment purposes.

Consumer - Home equity loans and lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner-occupied one-to four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Consumer loan products including personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, auto loans, debt consolidation, personal expenses or overdraft protection. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as applicable. Consumer loans may be secured or unsecured.

The table below provides the composition of loans receivable. Commercial and industrial loans include loans to businesses, municipalities and independent schools. Commercial real estate includes construction, commercial, residential 5+ multi-family, farm and vacant land loans. Residential real estate includes residential 1-4 family and residential construction loans. Consumer includes HELOC, consumer, indirect auto loans and overdrafts.

(In thousands)		March 31, 2023			December 31, 2022¹
Commercial & Industrial	$	232,033		$	239,997
Commercial real estate		515,266			491,659
Residential real estate		457,506			449,652
Consumer		44,961			46,208
Total Loans		1,249,766			1,227,516
Deferred loan origination costs, net		875			1,001
Allowance for credit losses		(16,009	)		(14,846	)
Loans receivable, net	$	1,234,632		$	1,213,671

¹Certain loan categories were reclassified from prior filings based on loan type.

On January 1, 2023, the Bank adopted ASU 326 to calculate the allowance for credit losses. The impact of adopting this standard during first quarter 2023 was a net increase in the allowance for credit losses of $0.3 million. See Note 1 for a summary of the impact of adopting this standard during first quarter 2023.

Also included within scope of the CECL standard are off-balance sheet loan commitments, which includes the unfunded portion of committed lines of credit and commitments “in-process”, which reflect loans that are not in Salisbury’s gross loans receivable balance as of the balance sheet date but rather negotiated loan/line of credit terms and rates that the Bank has offered to customers and is committed to honoring. In reference to “in-process” credits, the Bank defines an unfunded commitment as a credit that has been offered to and accepted by a borrower, which has not closed and by which the obligation is not unconditionally cancellable.

The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk through a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Bank. The allowance for credit losses on off-balance sheet exposures includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments to be funded over its estimated life.

At March 31, 2023, the allowance for off-balance-sheet credit losses was $1.2 million compared with $0.2 million at December 31, 2022. This balance is included in “other liabilities” on Salisbury’s consolidated balance sheet. During first quarter 2023, the Bank recorded $92 thousand in credit loss expense for off-balance-sheet items compared with $0.2 million for first quarter 2022. These balances are included in the “provision for credit losses” for 2023 and “other non-interest expense” in 2022 on Salisbury’s Consolidated Income Statement.

Salisbury has entered into loan participation agreements with other banks and transferred a portion of its originated loans to the participating banks. Transferred amounts are accounted for as sales and excluded from Salisbury’s loans receivable. Salisbury and its participating lenders share ratably in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. Salisbury services the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments (net of servicing fees) to participating lenders and disburses required escrow funds to relevant parties.

Salisbury also has entered into loan participation agreements with other banks and purchased a portion of the other banks’ originated loans. Purchased amounts are accounted for as loans without recourse to the originating bank. Salisbury and its originating lenders share ratably in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The originating banks service the loans on behalf of the participating lenders and, as such, collect cash payments from the borrowers, remit payments (net of servicing fees) to participating lenders and disburse required escrow funds to relevant parties.

At March 31, 2023 and December 31, 2022, Salisbury serviced commercial loans for other banks under loan participation agreements totaling $66.5 million and $64.1 million, respectively.

Concentrations of Credit Risk

Salisbury's loans consist primarily of residential and commercial real estate loans located principally in Litchfield County, Connecticut; Dutchess, Orange and Ulster Counties, New York; and Berkshire County, Massachusetts, which constitute Salisbury's service area. Salisbury offers a broad range of loan and credit facilities to borrowers in its service area, including residential mortgage loans, commercial real estate loans, construction loans, working capital loans, equipment loans, and a variety of consumer loans, including home equity lines of credit, installment loans and collateral loans. All residential and commercial mortgage loans are collateralized by first or second mortgages on real estate. The ability of single family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the market area and real estate values. The ability of commercial borrowers to honor their repayment commitments is dependent on the general economy as well as the health of the real estate economic sector in Salisbury’s market area.

Salisbury’s commercial loan portfolio is comprised of loans to diverse industries, several of which may experience operating challenges due to the COVID-19 virus pandemic (“virus”). Approximately 32% of the Bank’s commercial loan portfolio are to entities who operate rental properties, which include commercial strip malls, smaller rental units as well as multi-unit dwellings. Approximately 10% of the Bank’s commercial loans are to entities in the hospitality industry, which includes hotels, bed & breakfast inns and restaurants. Approximately 9% of the Bank’s commercial loans are to educational institutions and approximately 4% of Salisbury’s commercial loans are to entertainment and recreation related businesses, which include camps and amusement parks. Salisbury’s commercial real estate exposure as a percentage of the Bank’s total risk-based capital, which represents Tier 1 plus Tier 2 capital, was approximately 209% as of March 31, 2023 and 198% at December 31, 2022 compared to the regulatory monitoring guideline of 300%. Salisbury’s commercial loan exposure is mitigated by a variety of factors including the personal liquidity of the borrower, real estate and/or non-real estate collateral, U.S. Department of Agriculture or Small Business Administration (“SBA”) guarantees, loan payment deferrals and economic stimulus loans from the U.S. government as a result of the virus, and other factors.

Credit Quality

Salisbury uses credit risk ratings as part of its determination of the allowance for credit losses. Credit risk ratings categorize loans by common financial and structural characteristics that measure the credit strength of a borrower. The rating model has eight risk rating grades, with each grade corresponding to a progressively greater risk of default. Grades 1 through 4 are considered not criticized and are aggregated as pass rated, and 5 through 8 are criticized as defined by the regulatory agencies. Risk ratings are assigned to differentiate risk within the portfolio and are reviewed on an ongoing basis and revised, if needed, to reflect changes in the borrowers' current financial position and outlook, risk profiles and the related collateral and structural positions.

Loans rated as "special mention" (5) possess credit deficiencies or potential weaknesses deserving management’s close attention that if left uncorrected may result in deterioration of the repayment prospects for the loans at some future date.

Loans rated as "substandard" (6) are loans where the Bank’s position is clearly not protected adequately by borrower current net worth or payment capacity. These loans have well defined weaknesses based on objective evidence and include loans where future losses to the Bank may result if deficiencies are not corrected, and loans where the primary source of repayment such as income is diminished and the Bank must rely on sale of collateral or other secondary sources of collection.

Loans rated "doubtful" (7) have the same weaknesses as substandard loans with the added characteristic that the weakness makes collection or liquidation in full, given current facts, conditions, and values, to be highly improbable. The possibility of loss is high, but due to certain important and reasonably specific pending factors, which may work to strengthen the loan, its reclassification as an estimated loss is deferred until its exact status can be determined.

Loans classified as "loss" (8) are considered uncollectible and of such little value that continuance as Bank assets is unwarranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this loan even though partial recovery may be made in the future.

Management actively reviews and tests its credit risk ratings against actual experience and engages an independent third-party to annually validate its assignment of credit risk ratings. In addition, the Bank’s loan portfolio is examined periodically by its regulatory agencies, the FDIC and the CTDOB.

Based on the most recent analysis performed, the risk category of loans by segment and by vintage, reported under the CECL methodology, is presented below. Commercial and industrial loans include loans to businesses, municipalities and independent schools. Commercial real estate includes construction, commercial, residential 5+ multi-family, farm and vacant land loans. Residential real estate includes residential 1-4 family and residential construction loans. Consumer includes HELOC, consumer, indirect auto loans and overdrafts.

(in thousands)	2023			2022			2021			2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of March 31, 2023
Commercial & industrial
Risk rating
Pass	$	6,472		$	55,315		$	41,258		$	30,157	$	16,644	$	39,817	$	34,648	$	—	$	224,311
Special mention		—			300			—			—		—		5,584		350		—		6,234
Substandard		—			—			—			—		633		154		701		—		1,488
Doubtful		—			—			—			—		—		—		—		—		—
Loss		—			—			—			—		—		—		—		—		—
Total commercial & industrial	$	6,472		$	55,615		$	41,258		$	30,157	$	17,277	$	45,555	$	35,699	$	—	$	232,033
Commercial real estate
Risk rating
Pass	$	26,352		$	147,533		$	109,300		$	67,765	$	25,899	$	126,509	$	—	$	—	$	503,358
Special mention		—			—			—			3,576		—		2,942		—		—		6,518
Substandard		—			—			—			—		3,751		1,639		—		—		5,390
Doubtful		—			—			—			—		—		—		—		—		—
Loss		—			—			—			—		—		—		—		—		—
Total commercial real estate	$	26,352		$	147,533		$	109,300		$	71,341	$	29,650	$	131,090	$	—	$	—	$	515,266
Residential real estate
Risk rating
Pass	$	12,583		$	104,906		$	115,289		$	64,488	$	27,118	$	127,790	$	165	$	—	$	452,339
Special mention		—			—			—			21		—		3,239		—		—		3,260
Substandard		—			—			668			—		—		1,239		—		—		1,907
Doubtful		—			—			—			—		—		—		—		—		—
Loss		—			—			—			—		—		—		—		—		—
Total residential real estate	$	12,583		$	104,906		$	115,957		$	64,509	$	27,118	$	132,268	$	165	$	—	$	457,506
Consumer
Risk rating
Pass	$	790		$	1,653		$	945		$	256	$	408	$	15,492	$	22,808	$	2,439	$	44,791
Special mention		—			—			—			—		—		—		97		61		158
Substandard		—			—			—			—		—		4		8		—		12
Doubtful		—			—			—			—		—		—		—		—		—
Loss		—			—			—			—		—		—		—		—		—
Total consumer	$	790		$	1,653		$	945		$	256	$	408	$	15,496	$	22,913	$	2,500	$	44,961
Total loans	$	46,197		$	309,707		$	267,460		$	166,263	$	74,453	$	324,409	$	58,777	$	2,500	$	1,249,766
Total Gross Charge-offs	$	(18	)	$	(13	)	$	(4	)	$	—	$	—	$	—	$	—	$	—	$	(35	)
Total Recoveries		3			—			—			—		—		—		—		—		3
Total Net Charge-offs	$	(15	)	$	(13	)	$	(4	)	$	—	$	—	$	—		—	$	—	$	(32	)

The composition of loans receivable by risk rating grade, under the incurred loss methodology is as follows:

(in thousands)	Pass		Special mention		Substandard		Doubtful		Loss		Total
December 31, 2022
Commercial & industrial	$	232,259	$	6,195	$	1,543	$	—	$	—	$	239,997
Commercial real estate		477,006		8,798		5,855		—		—		491,659
Residential real estate		444,778		2,995		1,879		—		—		449,652
Consumer		46,041		162		5		—		—		46,208
Loans receivable, gross	$	1,200,084	$	18,150	$	9,282	$	—	$	—	$	1,227,516

A financial asset is considered collateral dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. Expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value. The following table presents the amortized cost basis of individually analyzed collateral-dependent loans by loan portfolio segment:

The following table presents the amortized cost basis of collateral-dependent non-accrual loans as of March 31, 2023. Commercial and industrial loans include loans to businesses, municipalities and independent schools. Commercial real estate includes construction, commercial, residential 5+ multi-family, farm and vacant land loans. Residential real estate includes residential 1-4 family and residential construction loans. Consumer includes HELOC, consumer, indirect auto loans and overdrafts.


		Collateral Type
(in thousands)		Real Estate		Business Assets		Total Collateral-Dependent Non-Accrual Loans
March 31, 2023
Commercial & industrial	$	—	$	144	$	144
Commercial real estate		1,222		—		1,222
Residential real estate		858		—		858
Consumer		8		9		17
Total	$	2,088	$	153	$	2,241

The following is a summary of loans by past due status at March 31, 2023:


			Past due
(in thousands)	Current		30-59 days		60-89 days		90 days or Greater Past Due		Total Past Due		Total Loans Outstanding		Loans Greater than 90 Days Past Due and Accruing
March 31, 2023
Commercial & industrial	$	231,733	$	300	$	—	$	—	$	300	$	232,033	$	—
Commercial real estate		514,822		359		—		85		443		515,266		—
Residential real estate		456,300		1,124		67		15		1,207		457,506		—
Consumer		44,513		373		58		17		448		44,961		—
Total	$	1,247,368	$	2,156	$	125	$	117	$	2,398	$	1,249,766	$	—

The following is a summary of the amortized cost basis of loans on non-accrual status.


		March 31, 2023						December 31, 2022
(in thousands)		Non-Accrual Loans with an Allowance		Non-Accrual Loans without an Allowance		Total Non-Accrual Loans		Total Non-Accrual Loans
Commercial & industrial	$	—	$	144	$	144	$	189
Commercial real estate		—		1,222		1,222		1,648
Residential real estate		—		858		858		820
Consumer		9		8		17		5
Total	$	9	$	2,232	$	2,241	$	2,662


			Past due

									180		30		Accruing
(in thousands)									days		days		90 days
			30-59		60-89		90-179		and		and		and		Non-
	Current		days		days		days		over		over		over		accrual
December 31, 2022
Commercial & industrial	$	239,847	$	149	$	1	$	—	$	—	$	150	$	—	$	189
Commercial real estate		491,574		—		—		85		—		85		—		1,648
Residential real estate		448,935		672		30		—		15		717		—		820
Consumer		45,677		442		84		5		—		531		—		5
Loans receivable, gross	$	1,226,033	$	1,263	$	115	$	90	$	15	$	1,483	$	—	$	2,662

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset origination. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Salisbury uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses as a result of the measurement methodologies used to estimate the allowance, a change in the allowance for credit losses is generally not recorded upon modification. In certain instances, Salisbury will modify a loan by providing multiple types of concessions. Typically, one type of concession, such as term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as an interest rate reduction, may be granted. Salisbury did not restructure any troubled debt in the first quarter of 2023 or 2022.

The components of troubled debt restructured loans at December 31, 2022 are as follows:

(in thousands)		December 31, 2022
Commercial & industrial	$	—
Commercial real estate		1,381
Residential real estate		1,289
Consumer		—
Accruing troubled debt restructured loans		2,670
Commercial & industrial		—
Commercial real estate		—
Residential real estate		67
Consumer		—
Non-accrual troubled debt restructured loans		67
Troubled debt restructured loans	$	2,737

The past due status of troubled debt restructured loans at December 31, 2022 is as follows:

(in thousands)		December 31, 2022
Current	$	2,670
Past due 30-59 days		—
Past due 60-89 days		—
Accruing troubled debt restructured loans		2,670
Current		—
Past due 30-59 days		67
Past due 180 days and over		—
Non-accrual troubled debt restructured loans		67
Total troubled debt restructured loans	$	2,737

Allowance for Credit Losses for Loans

The ACL on loans at March 31, 2023, was $16.0 million, an increase of $1.2 million, or 7.8%, since December 31, 2022. The increase was driven by the adoption of CECL, effective January 1, 2023, and the estimate of expected credit losses based on certain macro-economic factors. At March 31, 2023, the ACL on loans estimate used a reasonable and supportable forecast period of one year across all of its loan segments. At March 31, 2023, the reasonable and supportable forecast used to estimate the ACL on loans used the following loss drivers by loan segment: (i) Commercial & Industrial – National Gross Domestic Product (“GDP”) and National Unemployment; (ii) Commercial Real Estate - National GDP and National Unemployment; (iii) Residential Real Estate – National Housing Price Index and National Unemployment; (iv) Consumer - National Unemployment. National GDP and National Unemployment are sourced from the Federal Reserve Open Market Committee’s published forecast whereas the National Housing Price Index is sourced from the Federal National Mortgage Association’s published forecast. The Company's qualitative factors at March 31, 2023, included consideration of the level of uncertainty surrounding the impact of macro-economic factors such as interest rates, inflation, supply chain disruption, geo-political events as well as other factors. At March 31, 2023, the ACL estimate for loans used a reversion period of two years for each loan segment.

The increase in the ACL on loans at March 31, 2023 compared with March 31, 2022, for the commercial & industrial and commercial real estate loan segments was primarily driven by changes in loan balances as well as changes in current and forecasted economic conditions between reporting periods. The increase in the ACL on loans in the residential real estate and consumer loan segments was primarily driven by changes in loan balances and a decline in the national housing price index between reporting periods.

The activity in Salisbury’s allowance for credit losses for loans is presented below. Commercial and industrial loans include loans to businesses, municipalities and independent schools. Commercial real estate includes construction, commercial, residential 5+ multi-family, farm and vacant land loans. Residential real estate includes residential 1-4 family and residential construction loans. Consumer includes HELOC, consumer, indirect auto loans and overdrafts.


	Three Months Ended March 31, 2023
(in thousands)	Beginning balance		Impact of Adopting ASC 326			Subtotal		Provision for Credit Losses			Charge-offs			Recoveries		Ending balance
Commercial & industrial	$	1,921	$	2,447		$	4,368	$	(89	)	$	—		$	—	$	4,279
Commercial real estate		8,425		(3,236	)		5,189		705			—			—		5,894
Residential real estate		4,108		831			4,939		287			—			—		5,226
Consumer		392		229			621		21			(35	)		3		610
Total allowance for credit losses	$	14,846	$	271		$	15,117	$	924		$	(35	)	$	3	$	16,009


	Three months ended March 31, 2022
(in thousands)	Beginning balance		Provision			Charge-offs			Recoveries		Ending balance
Commercial & industrial	$	1,811	$	(173	)	$	(46	)	$	1	$	1,593
Commercial real estate		6,973		261			(334	)		—		6,900
Residential real estate		3,020		252			(16	)		—		3,253
Consumer		277		37			(17	)		5		302
Unallocated		881		(14	)		—			—		867
Totals	$	12,962	$	363		$	(416	)	$	6	$	12,915

Charge-offs for first quarter 2022 included a write-down of $374 thousand to reduce the carrying value on $3.8 million of non-performing and under-performing loans, which Salisbury sold during the quarter, to the initial bid prices. The proceeds from the sale of these loans subsequently increased by approximately $239 thousand due to higher final bids. This increase was recorded in mortgage banking activities, net in Salisbury’s consolidated statement of income.

The Bank’s allowance for credit losses on unfunded commitments is recognized as a liability (in other liabilities on consolidated balance sheet), with adjustments to the reserve recognized in the provision for credit losses in the consolidated income statement. The Bank’s activity in the allowance for credit losses on unfunded commitments for the three months ended March 31, 2023 and 2022 was as follows:

	Three months ended March 31, 2023
Balance at the beginning of period December 31, 2022	$	178
Impact of adopting ASC 326		913
Subtotal		1,091
Provision for credit losses		92
Balance at the end of period March 31, 2023	$	1,183

	Three months ended March 31, 2022
Balance at the beginning of period December 31, 2021	$	146
Other expense – unfunded commitments		37
Balance at the end of period March 31, 2022	$	183

The composition of loans receivable and the allowance for credit losses is presented in the tables below. The loan categories for previously reported periods have been updated to conform to the current presentation.


(in thousands)	Collectively evaluated				Individually evaluated				Total portfolio
		Loans		Allowance		Loans		Allowance		Loans		Allowance
March 31, 2023
Commercial & industrial	$	231,889	$	4,279	$	144	$	—	$	232,033	$	4,279
Commercial real estate		514,044		5,894		1,222		—		515,266		5,894
Residential real estate		456,648		5,226		858		—		457,506		5,226
Consumer		44,953		610		8		—		44,961		610
Totals	$	1,247,534	$	16,009	$	2,232	$	—	$	1,249,766	$	16,009


(in thousands)	Collectively evaluated				Individually evaluated				Total portfolio
		Loans		Allowance		Loans		Allowance		Loans		Allowance
December 31, 2022
Commercial & industrial	$	239,808	$	1,780	$	189	$	—	$	239,997	$	1,780
Commercial real estate		488,630		7,781		3,029		22		491,659		7,803
Residential real estate		447,543		3,805		2,109		—		449,652		3,805
Consumer		46,203		363		5		—		46,208		363
Unallocated allowance		—		1,095		—		—		—		1,095
Totals	$	1,222,184	$	14,824	$	5,332	$	22	$	1,227,516	$	14,846

Certain data with respect to loans individually evaluated for impairment is presented in the tables below. The loan categories for previously reported periods have been updated to conform to the current presentation.


	Loans with no specific allowance
	Loan balance						Income
	Book		Note		Average		Recognized
March 31, 2023
Commercial & industrial	$	144	$	244	$	165	$	—
Commercial real estate		1,222		1,748		1,619		14
Residential real estate		858		941		1,170		—
Consumer		8		8		31		—
Totals	$	2,232	$	2,941	$	2,985	$	14

Certain data with respect to loans individually evaluated for impairment is as follows as of and for the three months ended March 31, 2022:


	Impaired loans with specific allowance										Impaired loans with no specific allowance
(in thousands)	Loan balance							Specific		Income	Loan balance							Income
		Book		Note		Average		allowance		recognized		Book		Note		Average		recognized
March 31, 2022
Commercial & industrial	$	76	$	76	$	146	$	3	$	1	$	28	$	25	$	79	$	—
Commercial real estate		598		598		602		23		7		3,174		3,785		3,282		11
Residential real estate		—		—		21		—		—		1,938		2,020		2,944		14
Consumer		—		—		—		—		—		—		—		15		—
Totals	$	674	$	674	$	769	$	26	$	8	$	5,140	$	5,830	$	6,320	$	25

NOTE 5 – LEASES

The Bank leases facilities and equipment with various expiration dates. The facilities leases have varying renewal options, generally require fixed annual rent, and provide that real estate taxes, insurance, and maintenance expenses are to be paid by Salisbury. The following table provides the assets and liabilities as of March 31, 2023 and December 31, 2022, as well as the costs of operating and financial leases, which are included in the Bank’s consolidated income statement for the three months ended March 31, 2023 and 2022.

($ in thousands, except lease term and discount rate)	Classification		March 31, 2023		December 31, 2022
Assets
Operating	Other assets	$	1,183	$	1,175
Finance	Bank premises and equipment ¹		3,800		3,856
Total leased assets		$	4,983	$	5,031
Liabilities
Operating	Other liabilities	$	1,183	$	1,175
Finance	Finance lease		4,225		4,262
Total lease liabilities		$	5,408	$	5,437

¹ Net of accumulated depreciation of $776 thousand and $720 thousand, respectively.

Lease cost	Classification		Three Months Ended		Three Months Ended
			March 31, 2023		March 31, 2022
Operating leases	Premises and equipment	$	76	$	74
Finance leases:
Amortization of leased assets	Premises and equipment		56		35
Interest on finance leases	Interest expense		40		41
Total lease cost		$	172	$	150

Weighted Average Remaining Lease Term	March 31, 2023		December 31, 2022
Operating leases	5.6 years		5.9 years
Financing leases	21.5 years		21.5 years
Weighted Average Discount Rate ¹
Operating leases	3.74	%	3.63	%
Financing leases	3.76	%	3.74	%
¹ Salisbury uses the applicable FHLBB Advance rate as the discount rate, as its leases do not provide an implicit rate.

The following is a schedule by years of the present value of the net minimum lease payments as of March 31, 2023.

Future minimum lease payments (in thousands)		Operating Leases			Finance Leases
2023	$	201		$	228
2024		270			314
2025		218			323
2026		213			334
2027		188			344
Thereafter		242			4,924
Total future minimum lease payments		1,333			6,167
Less amount representing interest		(150	)		(1,941	)
Total present value of net future minimum lease payments	$	1,183		$	4,225

NOTE 6 - MORTGAGE SERVICING RIGHTS

(in thousands)		March 31, 2023		December 31, 2022
Residential mortgage loans serviced for others	$	130,275	$	133,100
Fair value of mortgage servicing rights		1,309		1,376

Changes in mortgage servicing rights are as follows:

Three months ended March 31, (in thousands)		2023			2022
Mortgage Servicing Rights
Balance, beginning of period	$	630		$	700
Originated		—			55
Amortization ⁽¹⁾		(26	)		(39	)
Balance, end of period	$	604		$	716
Valuation Allowance
Balance, beginning of period		—			—
Decrease in impairment reserve ⁽¹⁾		—			—
Balance, end of period		—			—
Mortgage servicing rights, net	$	604		$	716

(1)

Amortization expense and changes in the impairment reserve are recorded in mortgage servicing, net.

NOTE 7 - PLEDGED ASSETS

The following securities and loans were pledged to secure public and trust deposits, securities sold under agreements to repurchase, FHLBB advances and credit facilities available.

(in thousands)		March 31, 2023		December 31, 2022
Securities available-for-sale (at fair value)	$	80,456	$	74,303
Loans receivable (at book value)		381,740		380,787
Total pledged assets	$	462,196	$	455,090

At March 31, 2023, securities were pledged as follows: $77.3 million to secure public deposits and $3.2 million to secure repurchase agreements. In addition to securities, loans receivable were pledged to secure FHLBB advances and credit facilities.

NOTE 8 – EARNINGS PER SHARE

Salisbury defines unvested share-based payment awards that contain non-forfeitable rights to dividends as participating securities that are included in computing earnings per share (EPS) using the two-class method.

The two-class method is an earnings allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. Basic EPS excludes dilution and is computed by dividing income allocated to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The following table sets forth the computation of earnings per share (basic and diluted) for the periods indicated:

Three months ended March 31, (in thousands, except per share data)		2023			2022
Net income	$	3,018		$	3,568
Less: Undistributed earnings allocated to participating securities		(50	)		(60	)
Net income allocated to common stock	$	2,968		$	3,508
Weighted-average common shares issued		5,799			5,734
Less: Unvested restricted stock awards		(97	)		(98	)
Weighted average common shares outstanding used to calculate basic earnings per common share		5,702			5,636
Add: Dilutive effect of stock options and restricted stock units		12			58
Weighted-average common shares outstanding used to calculate diluted earnings per common share		5,714			5,694
Earnings per common share (basic)	$	0.52		$	0.62
Earnings per common share (diluted)	$	0.52		$	0.62

NOTE 9 – SHAREHOLDERS’ EQUITY

Capital Requirements

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional and discretionary actions by the regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Bank is subject to capital regulations adopted by the Board of Governors of the Federal Reserve System (FRB) and the FDIC, which implemented the Basel III regulatory capital reforms and the changes required by the Dodd-Frank Act. The required minimum regulatory capital ratios to which the Bank is subject, and the minimum ratios required for the Bank to be categorized as “well capitalized” under the prompt corrective action framework are noted in the table below. In addition, the regulations established a capital conservation buffer of 2.5% effective January 1, 2019. Failure to maintain the capital conservation buffer will limit the ability of the Company and the Bank to pay discretionary bonuses and dividends. At March 31, 2023, the Bank exceeded the minimum requirement for the capital conservation buffer. As of March 31, 2023, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed that categorization.

In March 2022, Salisbury announced that its Board of Directors renewed a share repurchase program, which provides for the repurchase of Salisbury’s common stock in amounts up to an aggregate of five percent (5%) of the outstanding shares of Salisbury’s common stock from time to time over the next twelve months. Salisbury did not repurchase any shares pursuant to such program.

The Bank’s risk-weighted assets at March 31, 2023 and December 31, 2022 were $1,280.9 million and $1,256.6 million, respectively. Actual regulatory capital position and minimum capital requirements as defined "To Be Well Capitalized Under Prompt Corrective Action Provisions" and "For Capital Adequacy Purposes" for the Bank are as follows:


	Actual					Minimum Capital Required For Capital Adequacy					Minimum Capital Required For Capital Adequacy Plus Required Capital Conservation Buffer					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2023
Total Capital (to risk-weighted assets)	$	171,829		13.41	%	$	102,472		8.0	%	$	134,495		10.5	%	$	128,090		10.0	%

Tier 1 Capital (to risk-weighted assets)		155,812		12.16			76,854		6.0			108,877		8.5			102,472		8.0

Common Equity Tier 1 Capital (to risk-weighted assets)		155,812		12.16			57,641		4.5			89,663		7.0			83,259		6.5

Tier 1 Capital (to average assets)	$	155,812		9.98		$	62,444		4.0		$	62,444		4.0		$	78,055		5.0

December 31, 2022
Total Capital (to risk-weighted assets)	$	168,786	13.43	%	$	100,525	8.0	%	$	131,939	10.5	%	$	125,656	10.0	%

Tier 1 Capital (to risk-weighted assets)		153,762	12.24			75,394	6.0			106,808	8.5			100,525	8.0

Common Equity Tier 1 Capital (to risk-weighted assets)		153,762	12.24			56,545	4.5			87,959	7.0			81,677	6.5

Tier 1 Capital (to average assets)	$	153,762	9.99		$	61,540	4.0		$	61,540	4.0		$	76,925	5.0

Restrictions on Cash Dividends to Common Shareholders

Salisbury's ability to pay cash dividends is substantially dependent on the Bank's ability to pay cash dividends to Salisbury. There are certain restrictions on the payment of cash dividends and other payments by the Bank to Salisbury. Under Connecticut law, the Bank cannot declare a cash dividend except from net profits, defined as the remainder of all earnings from current operations. The total of all cash dividends declared by the Bank in any calendar year shall not, unless specifically approved by the Banking Commissioner, exceed the total of its net profits of that year combined with its retained net profits of the preceding two years.

FRB Supervisory Letter SR 09-4, February 24, 2009, revised March 30, 2009, notes that, as a general matter, the Board of Directors of a Bank Holding Company (“BHC”) should inform the Federal Reserve and should eliminate, defer, or significantly reduce dividends if (1) net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (2) the prospective rate of earnings retention is not consistent with capital needs and overall current and prospective financial condition; or (3) the BHC will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. Moreover, a BHC should inform the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the BHC capital structure.

NOTE 10 – BENEFITS

Salisbury offers a 401(k) Plan to eligible employees. Under the 401(k) Plan, eligible participants may contribute a percentage of their pay subject to IRS limitations. Salisbury may make discretionary contributions to the Plan. The Plan includes a safe harbor contribution of 3% for all qualifying employees. The Bank’s safe harbor contribution percentage is reviewed annually and, under provisions of the 401(k) Plan, is subject to change in the future. An additional discretionary match may also be made for all employees that meet the 401(k) Plan’s qualifying requirements for such a match. This discretionary matching percentage, if any, is also subject to review under the provisions of the 401(k) Plan. Both the safe harbor and additional discretionary match, if any, vest immediately. Salisbury’s 401(k) Plan expense was $328 thousand and $294 thousand, respectively, for the three-month periods ended March 31, 2023 and 2022.

ESOP

Salisbury offers an ESOP to eligible employees. Under the Plan, Salisbury may make discretionary contributions to the Plan. Discretionary contributions vest in full upon six years and reflect the following schedule of qualified service: 20% after the second year, 20% per year thereafter, vesting at 100% after six full years of service. Salisbury’s ESOP expense was $98 thousand and $35 thousand, respectively, for the three-month periods ended March 31, 2023 and 2022. On December 21, 2022, the Board of Directors of the Company adopted resolutions to terminate the Plan effective on the date immediately preceding the closing date of the pending merger with NBT (see Note 2). Upon termination, the employees participating in the Plan will become fully vested in the Company’s contributions to the Plan.

Other Retirement Plans

Split-Dollar Life Insurance

Salisbury adopted ASC 715-60, “Compensation - Retirement Benefits - Defined Benefit Plans - Other Postretirement" and recognized a liability for Salisbury’s future postretirement benefit obligations under endorsement split-dollar life insurance arrangements. The total liability for the arrangements included in other liabilities was $694 thousand and $702 thousand at March 31, 2023, and December 31, 2022, respectively. The Bank realized a credit of $8 thousand for the three months ended March 31, 2023 and 2022.

Supplemental Retirement Agreement

The Bank assumed a Supplemental Retirement Plan Agreement with a former Chief Executive Officer of Riverside Bank that provides for supplemental post retirement payments for a fifteen-year period ending in 2025 as described in the agreement. The related liability was $199 thousand and $212 thousand at March 31, 2023 and December 31, 2022, respectively. The related expenses were immaterial for all periods presented.

Non-Qualified Deferred Compensation Plan

A Non-Qualified Deferred Compensation Plan (the "Plan") was adopted effective January 1, 2013. This Plan was adopted by the Bank for the benefit of certain key employees ("Executive" or "Executives") who have been selected and approved by the Bank to participate in this Plan and who have evidenced their participation by execution of a Non-Qualified Deferred Compensation Plan Participation Agreement ("Participation Agreement") in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code ("Code") Section 409A and any regulatory or other guidance issued under such Section

On December 27, 2021, the Board of Directors of Salisbury Bank and Trust Company executed the Salisbury Bank and Trust Company Amended and Restated Non-Qualified Deferred Compensation Plan (the “Plan”), effective as of January 1, 2022. The Plan permits the Board to select certain key employees of the Bank to participate in the Plan, provided that such employees also evidence their participation by execution of a Participation Agreement. Before amendment and restatement, the Plan provided solely for discretionary bank contributions to selected participant’s accounts. The participation agreement sets forth the vesting terms of the discretionary contributions and the “benefit age” at which a participant could retire with a fully vested benefit. The participation agreement also sets forth how a participant’s benefit would be distributed (i.e., in a lump sum or in annual installments over a period of up to 10 years, as selected by the participant). Until distribution, a participant’s account would earn interest as of the last day of the plan year at the highest certificate of deposit rate for that year, compounded annually. The participant’s benefits under the Plan are subject to the vesting schedule set forth in the participant’s participation agreement. Notwithstanding the vesting schedule, the participant’s account balance will become automatically 100% vested upon involuntary termination without cause, death, disability or a change in control.

The amended and restated Plan allows participant deferrals and provides greater flexibility in participant elections and investment options. The amended and restated Plan also provides additional distribution options, including distributions in the event of an unforeseeable emergency and on the occurrence of a specified date before separation from service, and allows a participant to elect for each year’s contributions the manner in which such distributions will be paid. Installment distributions can be made in monthly, quarterly or annual installments. Payment of benefits under the Plan, other than benefits payable as a result of base salary deferrals, are conditioned on the participant’s covenant to comply with non-compete, non-solicitation and non-disclosure provisions for a period of one year following the participant’s separation from service. The Bank has established a grantor trust to hold the assets of the Plan. Until distributed, the assets of the Plan are not legally owned by the participants. In first quarter 2023, the Bank awarded one (1) Executive with a discretionary contribution to the plan. In first quarter 2022, the Bank awarded seven (7) Executives with discretionary contributions to the plan. Salisbury’s expense for this plan was $145 thousand and $47 thousand, respectively, for the three-month periods ended March 31, 2023 and 2022.

Management Agreements

Management Agreements: Salisbury or the Bank has entered into various management agreements with its named executive officers (“NEOs”), including a severance agreement with Mr. Cantele, President and Chief Executive Officer, a change in control agreement with Mr. Albero, Executive Vice President and Chief Financial Officer, and a severance agreement with Mr. Davies, President of the New York Region and Chief Lending Officer. In addition to these agreements, Salisbury has change in control agreements or a severance agreement, with change in control provisions, with ten other executives with payouts ranging from 0.5 to 1.0 times base salary, annual cash bonus and other benefits. Such agreements, and their subsequent amendments, are designed to allow Salisbury to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to Salisbury’s operations.

NOTE 11 – LONG TERM INCENTIVE PLANS

Restricted stock

Salisbury did not grant restricted stock awards in first quarter 2023. Expense in first quarter 2023 and 2022 related to employee and directors’ stock-based compensation totaled $183 thousand and $188 thousand, respectively. Unrecognized compensation cost relating to the awards as of March 31, 2023 and 2022 totaled $961 thousand and $1.6 million, respectively. There were no forfeitures in the first quarter of 2023 or 2022.

Performance-based restricted stock units

On July 29, 2020, the Compensation Committee granted an additional 14,500 units under the RSU plan. The performance goal for this tranche is based on the relative increase in the Bank’s tangible book value compared with a pre-determined group of peer banks over the performance period for threshold performance. Vesting will range from 50% of target for achieving threshold performance, to 100% of target for achieving tangible book value growth of at least 50% but less than 55% of the peer group, to 150% of target for achieving in excess of target payout performance and, if the performance goal is achieved. These awards vested in first quarter 2023 at 94% of target for achieving below target payout performance.

On June 23, 2021, the Compensation Committee granted an additional 14,800 units under the RSU plan. The performance goal for this tranche is based on the increase in the Bank’s tangible book value by $3.50 per share over the performance period for threshold performance. Vesting will range from 75% of target for achieving threshold performance, to 100% of target for achieving target payout performance ($4.50 increase in tangible book value per share) to 150% of target for achieving in excess of target payout performance and, if the performance goals are achieved, vesting will occur no later than March 15, 2024. The number of units awarded and the performance goals for this tranche have been adjusted to reflect the two-for-one forward stock split, which was effective on June 30, 2022.

On February 28, 2022, the Compensation Committee granted an additional 13,900 units under the RSU plan. The performance goal for this tranche is based on the increase in the Bank’s tangible book value by $3.50 per share over the performance period for threshold performance. Vesting will range from 75% of target for achieving threshold performance, to 100% of target for achieving target payout performance ($4.50 increase in tangible book value per share) to 150% of target for achieving in excess of target payout performance and, if the performance goals are achieved, vesting will occur no later than March 15, 2025. The number of units awarded and the performance goals for this tranche have been adjusted to reflect the two-for-one forward stock split, which was effective on June 30, 2022.

The fair value of the awards granted under the RSU plan at the grant date was $394 thousand and $354 thousand, respectively, for those grants awarded in 2022 and 2021. Compensation expense of $42 thousand and $97 thousand was recorded with respect to all RSUs granted to date for the three months ended March 31, 2023 and 2022, respectively. The shares noted above are contingently issuable only upon attainment of the minimum performance goal.

Short Term Incentive Plan (STIP)

Salisbury offers a short-term discretionary compensation plan to eligible employees on an annual basis. Under this incentive plan, Salisbury may reward employees with cash compensation if certain pre-determined Bank and individual performance goals have been achieved. The STIP expense, which is included in compensation expenses, totaled $315 thousand and $267 thousand for the three months ended March 31, 2023 and 2022, respectively.

NOTE 12 – FAIR VALUE OF ASSETS AND LIABILITIES

Salisbury uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale and mutual funds are recorded at fair value on a recurring basis. Additionally, from time to time, other assets are recorded at fair value on a nonrecurring basis, such as loans held for sale, collateral dependent impaired loans, property acquired through foreclosure or repossession and mortgage servicing rights. These nonrecurring fair value adjustments typically involve the application of lower-of-cost-or-market accounting or write-downs of individual assets.

Salisbury adopted ASC 820-10, “Fair Value Measurement - Overall,” which provides a framework for measuring fair value under generally accepted accounting principles. This guidance permitted Salisbury the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. Salisbury did not elect fair value treatment for any financial assets or liabilities upon adoption.

In accordance with ASC 820-10, Salisbury groups its financial assets and financial liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

GAAP specifies a hierarchy of valuation techniques based on whether the types of valuation information (“inputs”) are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Salisbury’s market assumptions. These two types of inputs have created the following fair value hierarchy:

•

Level 1. Quoted prices in active markets for identical assets. Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

•

Level 2. Significant other observable inputs. Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

•

Level 3. Significant unobservable inputs. Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities.

The following is a description of valuation methodologies for assets recorded at fair value, including the general classification of such assets and liabilities pursuant to the valuation hierarchy.

•

Securities available-for-sale and mutual funds. Securities available-for-sale and mutual funds are recorded at fair value on a recurring basis. Level 1 securities include exchange-traded equity securities. Level 2 securities include debt securities with quoted prices, which are traded less frequently than exchange-traded instruments, whose value is determined using matrix pricing with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes obligations of the U.S. Treasury and U.S. government-sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, municipal bonds, SBA bonds, corporate bonds and certain preferred equities. Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

•

Collateral dependent loans that are deemed to be impaired are valued based upon the fair value of the underlying collateral less costs to sell. Such collateral primarily consists of real estate and, to a lesser extent, other business assets. Management may adjust appraised values to reflect estimated market value declines or apply other discounts to appraised values resulting from its knowledge of the property. Internal valuations are utilized to determine the fair value of other business assets. Collateral dependent impaired loans are categorized as Level 3.

•

Other real estate owned acquired through foreclosure or repossession is adjusted to fair value less costs to sell upon transfer out of loans. Subsequently, it is carried at the lower of carrying value or fair value less costs to sell. Fair value is generally based upon independent market prices or appraised values of the collateral. Management adjusts appraised values to reflect estimated market value declines or apply other discounts to appraised values for unobservable factors resulting from its knowledge of the property, and such property is categorized as Level 3.

Assets measured at fair value are as follows:


	Fair Value Measurements Using						Assets at
(in thousands)	Level 1		Level 2		Level 3		fair
							value
March 31, 2023
Assets at fair value on a recurring basis
U.S. Treasury	$	—	$	17,479	$	—	$	17,479
U.S. Government Agency notes		—		26,844		—		26,844
Municipal bonds		—		48,199		—		48,199
Mortgage-backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises		—		60,550		—		60,550
Collateralized mortgage obligations:
U.S. Government agencies		—		21,915		—		21,915
Corporate bonds		834		11,777		—		12,611
Securities available-for-sale	$	834	$	186,764	$	—	$	187,598
Mutual funds		2,068		—		—		2,068


December 31, 2022
Assets at fair value on a recurring basis
U.S. Treasury	$	—	$	17,133	$	—	$	17,133
U.S. Government Agency notes		—		27,154		—		27,154
Municipal bonds		—		46,538		—		46,538
Mortgage-backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises		—		61,875		—		61,875
Collateralized mortgage obligations:
U.S. Government agencies		—		21,936		—		21,936
Corporate bonds		833		11,941		—		12,744
Securities available-for-sale	$	833	$	186,577	$	—	$	187,410
Mutual funds		1,933		—		—		1,933

At March 31, 2023 and December 31, 2022, Salisbury did not have any assets measured at fair value on a non-recurring basis.

Carrying values and estimated fair values of financial instruments are as follows:


(in thousands)	Carrying		Estimated		Fair value measurements using
	value		fair value		Level 1		Level 2		Level 3
March 31, 2023
Financial Assets
Cash and cash equivalents	$	49,844	$	49,844	$	49,844	$	—	$	—
Securities available-for-sale, net		187,598		187,598		834		186,764		—
Mutual funds		2,068		2,068		2,068		—		—
Federal Home Loan Bank of Boston stock		5,030		5,030		—		5,030		—
Loans held-for-sale		—		—		—		—		—
Loans receivable, net		1,234,632		1,193,272		—		—		1,193,272
Accrued interest receivable		6,383		6,383		—		6,383		—
Cash surrender value of life insurance policies		30,571		30,571		—		30,571		—
Financial Liabilities
Demand (non-interest-bearing)	$	370,049	$	370,049	$	—	$	370,049	$	—
Demand (interest-bearing)		218,902		218,902		—		218,902		—
Money market		296,974		296,974		—		296,974		—
Savings and other		236,755		236,755		—		236,755		—
Certificates of deposit		170,362		170,806		—		170,806		—
Deposits		1,293,042		1,293,486		—		1,293,486		—
Repurchase agreements		3,230		3,230		—		3,230		—
FHLBB advances		100,000		99,999		—		99,999		—
Subordinated debt		24,545		21,022		—		21,022		—
Note payable		117		114		—		114		—
Finance lease obligation		4,225		3,449		—		—		3,449
Accrued interest payable		425		425		—		425		—


December 31, 2022
Financial Assets
Cash and cash equivalents	$	50,539	$	50,539	$	50,539	$	—	$	—
Securities available-for-sale		187,410		187,410		833		186,577		—
Mutual fund		1,933		1,933		1,933		—		—
Federal Home Loan Bank of Boston stock		1,285		1,285		—		1,285		—
Loans held-for-sale		—		—		—		—		—
Loans receivable, net		1,213,671		1,172,416		—		—		1,172,416
Accrued interest receivable		6,797		6,797		—		6,797		—
Cash surrender value of life insurance policies		30,379		30,379		—		30,379		—
Financial Liabilities
Demand (non-interest-bearing)	$	395,994	$	395,994	$	—	$	395,994	$	—
Demand (interest-bearing)		231,486		231,486		—		231,486		—
Money market		343,965		343,965		—		343,965		—
Savings and other		233,578		233,578		—		233,578		—
Certificates of deposit		153,370		153,411		—		153,411		—
Deposits		1,358,393		1,358,434		—		1,358,434		—
Repurchase agreements		7,228		7,228		—		7,228		—
FHLBB advances		10,000		10,000		—		10,000		—
Subordinated debt		24,531		21,670		—		21,670		—
Note payable		128		125		—		125		—
Finance lease liability		4,262		3,546		—		—		3,546
Accrued interest payable		210		210		—		210		—

NOTE 13 – SUBSEQUENT EVENTS

On April 12, 2023, Salisbury shareholders approved the merger with NBT. The merger is expected to close in second quarter 2023 subject to regulatory approval.

On April 26, 2023 the Board of Directors declared a quarterly dividend of $0.16 per common share payable on May 26, 2023 to shareholders of record as of May 12, 2023.

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations of Salisbury Bancorp, Inc. (“Salisbury” or the “Company”) and its subsidiary should be read in conjunction with Salisbury's Annual Report on Form 10-K for the year ended December 31, 2022. Readers should also review other disclosures Salisbury files from time to time with the Securities and Exchange Commission (the “SEC”).

BUSINESS

Salisbury Bancorp, Inc., a Connecticut corporation, formed in 1998, is the bank holding company for Salisbury Bank and Trust Company (the "Bank"), a Connecticut-chartered and Federal Deposit Insurance Corporation (the "FDIC") insured commercial bank headquartered in Lakeville, Connecticut. Salisbury’s common stock is traded on the NASDAQ Capital Market under the symbol “SAL.” Salisbury's principal business consists of its operation and control of the business of the Bank.

The Bank, formed in 1848, currently provides commercial banking, consumer financing, retail banking and trust and wealth advisory services through a network of fourteen banking offices and ten ATMs located in: Litchfield County, Connecticut; Dutchess, Orange and Ulster Counties, New York; and Berkshire County, Massachusetts and through its internet website (salisburybank.com).

Critical Accounting Policies and Estimates

Salisbury’s consolidated financial statements follow GAAP as applied to the banking industry in which it operates. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements. These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event.

Salisbury’s significant accounting policies are presented in Note 1 of Notes to Consolidated Financial Statements, which, along with this Management’s Discussion and Analysis, provide information on how significant assets are valued in the financial statements and how those values are determined. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating Salisbury’s reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

Allowance for Credit Losses on Loans (“ACL”)

Effective January 1, 2023, the Company adopted the new accounting standard for credit losses, ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended (ASU 2016-13). This new accounting standard, commonly referred to as "CECL," significantly changed our methodology for accounting for reserves on loans, unfunded off-balance sheet credit exposures, including certain unfunded loan commitments and standby guarantees. ASU 2016-13 replaced the "incurred loss" methodology used to establish an allowance on loans and off-balance sheet credit exposures, with an "expected loss" approach. Under CECL, the ACL at each reporting period serves as our best estimate of projected credit losses over the contractual life of certain assets, adjusted for expected prepayments, given an expectation of economic conditions and forecasts as of the valuation date.

The recorded ACL on loans is determined based on the amortized cost basis of the assets and may be determined at various levels, including homogeneous loan pools and individual credits with unique risk factors. Salisbury has elected to use a discounted cash flow approach to calculate the ACL for each loan segment. Within the discounted cash flow model, a probability of default (“PD”) and loss given default (“LGD”) assumption is applied to calculate the expected loss for each loan segment. PD is the probability the asset will default within a given timeframe and LGD is the percentage of the assets not expected to be collected due to default. PD and LGD data are derived from internal historical default and loss experience as well as the use of external data where there are not statistically meaningful loss events for a loan segment.

CECL may create more volatility in the Bank’s ACL for loans and for off-balance sheet credit exposures. Under CECL, Salisbury’s ACL may increase or decrease period to period based on many factors, including, but not limited to: (i) macroeconomic forecasts and conditions; (ii) forecast period and reversion speed; (iii) prepayment speed assumption; (iv) loan portfolio volumes and changes in mix; (v) credit quality; and (vi) various qualitative factors outlined in ASU 2016-13.

ASU 2016-13 also changed the methodology and accounting for credit losses within Salisbury’s investment portfolio designated as AFS. To the extent the fair value of a security designated as AFS is less than its amortized cost and the Bank either (i) intends to sell the security or (ii) it is more-likely-than-not that the Bank will be required to sell the security before recovery of its amortized cost basis, then the investment is permanently impaired and the amortized cost basis is written down to fair value and a corresponding impairment charge is recorded within the consolidated statement of income. If neither of the above is true, but the fair value of the investment is below its amortized cost basis at the reporting date, then an allowance is established on the AFS investment for the portion of the impairment that is due to credit reasons (e.g. credit rating downgrades, past due receivables, and/or other macro- or micro-adverse trends). The allowance established on an AFS investment due to credit losses is limited to the amount the fair value of the investment is below its amortized cost basis as of the reporting date. If the fair value of the investment is below its amortized cost basis for non-credit-related reasons (e.g. interest rate environment), then the impairment continues to be recognized within shareholders' equity through AOCI, as it did prior to the adoption of ASU 2016-13.

Management considers the ACL on loans to be a critical accounting policy given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of the loans in its portfolio. Determining the appropriateness of the allowance is a key management function that requires significant judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the current loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in future periods. While our current evaluation indicates that the ACL is appropriate, the allowance may need to be increased under adversely different conditions or assumptions.

The allowance for credit losses represents management’s estimate of credit losses inherent in the loan portfolio. Determining the amount of the allowance for credit losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on individually evaluated loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the balance sheet.

The significant key assumptions used with the ACL calculation at March 31, 2023 using the CECL methodology, included:

• Macroeconomic factors (loss drivers): Salisbury monitors and assesses National Unemployment, changes in National GDP and changes in National Housing Price Index at least annually to determine if these macroeconomic factors continue to be the most predictive indicator of losses within our loan portfolio. Factors considered in determining the ACL may change from time to time.

• Forecast Period and Reversion speed: ASU 2016-13 requires a company to use a reasonable and supportable forecast period in developing the ACL, which represents the time period that management believes it can reasonably forecast the identified loss drivers. Generally, the forecast period management believes to be reasonable and supportable is four quarters. Once the reasonable and supportable forecast period is determined, ASU 2016-13 requires a company to revert its loss expectations to the long-run historical mean for the remainder of the contract life of the asset, adjusted for prepayments. In determining the length of time over which the reversion will take place (i.e. "reversion speed"), management considers factors, which include but are not limited to, historical loan loss experience over previous economic cycles, as well as what stage of the economic cycle management believes the economy is in.

• Prepayment speeds: Prepayment speeds are determined for each loan segment utilizing industry benchmark data due to the stability and increased number of observations. The prepayment speed assumption is utilized with the discounted cash flow model (i.e. the CECL model) to forecast expected cashflows over the contractual life of the loan, adjusted for expected prepayments. A higher prepayment speed assumption will drive a lower ACL, and vice versa.

• Qualitative factors: As within previous accounting guidance used for the "incurred loss" model, ASU 2016-13 requires companies to consider various qualitative factors that may impact expected credit losses. Salisbury continues to consider qualitative factors in determining and arriving at the ACL each reporting period.

As of March 31, 2023, the recorded ACL was $16.0 million and represented management’s best estimate. However, management may adjust its assumptions to account for differences between expected and actual losses from period to period. A future change of management’s assumptions will likely alter the level of allowance required and may have a material impact on future results of operations and financial condition. The ACL is reviewed periodically within a calendar quarter to assess trends in key CECL assumptions and asset quality, and consider their impact on the Company's financial condition. A discussion of the factors driving changes in the amount of the allowance for credit losses is included in the “Provision and Allowance for Credit Losses” section of Management’s Discussion and Analysis.

Refer to Note 1 of the consolidated financial statements for further details on the Company's policies and accounting elections made.

Salisbury considers the ACL for off-balance sheet credit exposures to be a critical accounting policy given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses on expected future loan advances of primarily, unfunded loan commitments for those that are not unconditionally cancellable by the Company. The expected credit loss factors for each loan segment determined using the ACL on loans methodology described above, as well as within Note 1 of the consolidated financial statements, is used to calculate the ACL on off-balance sheet credit exposures for each applicable loan segment, and, thus, are subject to the same level of estimation risk and volatility previously described. In addition, one other key assumption is used to derive the ACL on off-balance sheet credit exposures and that is the expected funding rate. The expected funding rate is derived using historical loan-level data for credit line usage, and is applied to total off-balance sheet credit exposures at each reporting date, excluding any that are unconditionally cancellable by the Company, to determine the expected funding amount. As unfunded loan commitments are funded, the allowance migrates from that provided for off-balance sheet credit exposures to the ACL on loans. If the expected funding rate or any other key assumption used is not reasonable, then this could have an adverse impact on the total ACL upon funding.

As of March 31, 2023, the recorded ACL on off-balance sheet credit exposures of $1.2 million is recorded within accrued interest and other liabilities on Salisbury’s consolidated balance sheet. Increases (decreases) to the allowance are presented within provision (credit) for credit losses on the consolidated statements of income. The allowance at March 31, 2023, represented management’s best estimate, however, management may adjust various assumptions to account for differences between expected and actual losses from period to period. A future change to certain assumptions will likely alter the level of allowance required and may have a material impact on future results of operations and financial condition. The ACL on off-balance sheet credit exposures is reviewed on a quarterly basis by the Company's Loan Committee, and subsequently ratified by the Company’s Board of Directors.

As of March 31, 2023, the Company had not identified indications of credit risk and did not carry any allowance for credit losses on its AFS portfolio, nor did it record any permanent impairments during first quarter 2023.

FINANCIAL CONDITION

Securities and Short Term Funds

As of March 31, 2023, the market value of Salisbury’s available-for-sale (AFS) investment portfolio was $187.6 million or 12.0% of total assets. compared with $187.4 million, or 12.2% of total assets at December 31, 2022. Cash and cash equivalents (non-time interest-bearing deposits with other banks, money market funds and federal funds sold) of $49.8 million at March 31, 2023 decreased $0.7 million, or 1.4% from December 31, 2022.

The decline in market interest rates in first quarter 2023 resulted in inception-to-date after-tax unrealized losses in Salisbury’s AFS portfolio of $18.0 million at March 31, 2023 compared with an after-tax unrealized losses of $20.7 million at December 31, 2022. These unrealized losses and gains are recorded in accumulated other comprehensive loss, net on Salisbury’s consolidated balance sheet. Salisbury evaluates securities for impairment when the fair value of a security is less than its amortized cost basis at the balance sheet date. As part of this process, Salisbury considers its intent to sell each debt security and whether it is more likely than not that it will be required to sell the security before its anticipated recovery. If either of these conditions is met, Salisbury recognizes an impairment charge to earnings equal to the entire difference between the security’s amortized cost basis and its fair value at the balance sheet date. For securities that meet neither of these conditions, an analysis is performed to determine if any of these securities are at risk for impairment. Salisbury evaluates securities for strategic fit and may reduce its position in securities, although it is not more likely than not that Salisbury will be required to sell securities before recovery of their cost basis, which may be maturity. Management does not consider any of its securities to be impaired at March 31, 2023.

Loans

Net loans receivable of $1.235 billion at March 31, 2023 increased from $1.214 billion at December 31, 2022. At March 31, 2023 and December 31, 2022, Salisbury had approximately $0.2 million of PPP loans on its balance sheet. The increase in net loan receivable balances primarily reflected growth in residential mortgage, commercial real estate and commercial construction balances, partially offset by lower commercial & industrial, consumer and municipal loan balances. Salisbury did not sell any residential loans to FHLB Boston in first quarter 2023 or fourth quarter 2022. The ratio of gross loans to deposits for first quarter 2023 was 96.7% compared with 90.4% for fourth quarter 2022.

Asset Quality

During the first three months of 2023, overall asset quality remained strong. Non-performing assets decreased $0.4 million to $2.2 million, or 0.14% of assets at March 31, 2023, from $2.7 million, or 0.17% of assets at December 31, 2022. Salisbury has cooperative relationships with the vast majority of its non-performing loan customers. Substantially all non-performing loans are collateralized with real estate and the repayment of such loans is largely dependent on the return of such loans to performing status or the liquidation of the underlying real estate collateral. Salisbury pursues the resolution of all non-performing loans through collections, restructures, voluntary liquidation of collateral by the borrower and, where necessary, legal action. When attempts to work with a customer to return a loan to performing status, including restructuring the loan, are unsuccessful, Salisbury will initiate appropriate legal action seeking to acquire property by deed in lieu of foreclosure or through foreclosure, or to liquidate business assets.

Past Due Loans

Loans past due 30 days or more increased during first quarter 2023 to $2.4 million, or 0.19% of gross loans receivable at March 31, 2023 compared with $1.5 million, or 0.12% of gross loans receivable at December 31, 2022.

The components of loans past due 30 days or greater are as follows:

(in thousands)		March 31, 2023		December 31, 2022
Past due 30-59 days	$	2,156	$	1,195
Past due 60-89 days		78		115
Past due 90-179 days		—		—
Past due 180 days and over		—		—
Accruing loans		2,234		1,310
Past due 30-59 days		—		68
Past due 60-89 days		48		—
Past due 90-179 days		16		90
Past due 180 days and over		100		15
Non-accrual loans		164		173
Total loans past due 30 days or greater	$	2,398	$	1,483

Credit Risk Ratings

Salisbury assigns credit risk ratings to loans receivable in order to manage credit risk and to determine the allowance for credit losses. Credit risk ratings categorize loans by common financial and structural characteristics that measure the credit strength of a borrower. Salisbury’s rating model has eight risk rating grades, with each grade corresponding to a progressively greater risk of default. Grades 1 through 4 are pass ratings and 5 through 8 are ratings (special mention, substandard, doubtful, and loss) defined by the bank's regulatory agencies, the FDIC and CTDOB. Risk ratings are assigned to differentiate risk within the portfolio and are reviewed on an ongoing basis and revised, if needed, to reflect changes in the borrowers' current financial position and outlook, risk profiles and the related collateral and structural positions.

Loans risk rated as "special mention" (5) possess credit deficiencies or potential weaknesses deserving management’s close attention that if left uncorrected may result in deterioration of the repayment prospects for the loans at some future date.

Loans risk rated as "substandard" (6) are loans where the Bank’s position is clearly not protected adequately by borrower current net worth or payment capacity. These loans have well defined weaknesses based on objective evidence and include loans where future losses to the Bank may result if deficiencies are not corrected, and loans where the primary source of repayment such as income is diminished and the Bank must rely on sale of collateral or other secondary sources of collection.

Loans risk rated as "doubtful" (7) have the same weaknesses as substandard loans with the added characteristic that the weakness makes collection or liquidation in full, given current facts, conditions, and values, to be highly improbable. The possibility of loss is high, but due to certain important and reasonably specific pending factors, which may work to strengthen the loan, its reclassification as an estimated loss is deferred until its exact status can be determined.

Loans risk rated as "loss" (8) are considered uncollectible and of such little value that continuance as Bank assets is unwarranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this loan even though partial recovery may be made in the future.

Management actively reviews and tests its credit risk ratings against actual experience and engages an independent third-party to annually validate its assignment of credit risk ratings. In addition, the Bank’s loan portfolio and risk ratings are examined annually on a rotating basis by its two primary regulatory agencies, the FDIC and CTDOB.

Deposits and Borrowings

Total deposits of $1.3 billion at March 31, 2023 decreased $65.4 million, or 4.8%, from December 31, 2022 and increased $2.6 million, or 0.2%, from March 31, 2022. Salisbury accumulates deposits from a diverse customer base. At March 31, 2023, the composition of Salisbury’s deposit balances was as follows: retail: 45%; commercial: 39%; municipalities: 8%; brokered funds: 4%; Wealth Advisory: 3%; and educational institutions: 1%. At March 31, 2023, the balance of Salisbury’s deposits that were not insured by the FDIC and not collateralized by marketable securities owned by Salisbury was approximately $344 million, or 27%, of total deposits.

At March 31, 2023, Salisbury had outstanding brokered deposits balances of $53.2 million compared with balances of $45.0 million at December 31, 2022. Salisbury did not have any outstanding brokered deposit balances at March 31, 2022. Brokered deposits are included in the certificates of deposit balances on Salisbury’s consolidated balance sheet. Management utilized brokered deposits in first quarter 2023 to fund loan growth and as a source of liquidity. Excluding brokered funds, Salisbury’s deposits declined $73.5 million, or 5.6%, from fourth quarter 2022 and declined $50.6 million, or 3.9%, from first quarter 2022. Average total deposits were $1.3 billion for first quarter 2023, fourth quarter 2022 and first quarter 2022. Average total deposits for first quarter 2023 included average brokered deposits of $47.9 million compared with $25.8 million for fourth quarter 2022 and $7.5 million for first quarter 2022.

Salisbury has access to various sources of liquidity, including the FHLBB and the Federal Reserve Bank. Salisbury had $100.0 million of outstanding advances from FHLBB at March 31, 2023 compared with $10.0 million at December 31, 2022 and $0.4 million at March 31, 2022, respectively. Salisbury’s excess borrowing capacity at FHLBB was approximately $145 million at March 31, 2023. Additionally, at March 31, 2023, Salisbury had approximately $100 million of eligible collateral that could be posted to the Federal Reserve to secure funds under the Bank Term Funding Program. Salisbury has not borrowed funds under this program.

Salisbury has an Irrevocable Letter of Credit Reimbursement Agreement with the FHLBB, whereby upon the Bank’s request an irrevocable letter of credit is issued to secure municipal and certain other transactional deposit accounts. These letters of credit are secured primarily by residential mortgage loans. The amount of funds available from the FHLBB to the Bank is reduced by any letters of credit outstanding. At March 31, 2023, $20.0 million of letters of credit were outstanding compared with $20.0 million at December 31, 2022.

The distribution of average total deposits by account type was as follows:

	March 31, 2023								December 31, 2022
(in thousands)	Average Balance		Percent			Weighted-Average Interest Rate			Average Balance		Percent			Weighted-Average Interest Rate
Demand deposits	$	382,586		28.99	%		0.00	%	$	395,848		30.01	%		0.00	%
Interest-bearing checking accounts		223,742		16.95			0.22			231,970		17.59			0.18
Regular savings accounts		232,162		17.59			0.70			240,695		18.25			0.26
Money market savings		320,015		24.25			1.61			318,302		24.13			0.49
Certificates of deposit (CD’s)		161,300		12.22			2.58			132,192		10.02			0.84
Total deposits	$	1,319,806		100.00	%		0.87	%	$	1,319,007		100.00	%		0.28	%

The classification of certificates of deposit by interest rates is as follows:

Interest rates		March 31, 2023		December 31, 2022
Less than 1.00%	$	48,809	$	104,261
1.00% to 1.99%		10,437		11,739
2.00% to 2.99%		18,734		19,907
3.00% to 3.99%		29,781		17,463
4.00% to 4.99%		62,601		—
Total	$	170,362	$	153,370

The distribution of certificates of deposit by interest rate and maturity is as follows:

	At March 31, 2023
Interest rates	Less Than or Equal to One Year		More Than One to Two Years		More Than Two to Three Years		More Than Three Years		Total		Percent of Total
Less than 1.00%	$	32,823	$	7,998	$	4,329	$	3,659	$	48,809		28.65	%
1.00% to 1.99%		6,041		4,301		95		—		10,437		6.12
2.00% to 2.99%		14,501		1,735		2,498		—		18,734		11.0
3.00% to 3.99%		29,781		—		—		—		29,781		17.48
4.00% to 4.99%		56,928		5,673		—		—		62,601		36.75
Total	$	140,074	$	19,707	$	6,922	$	3,659	$	170,362		100.00	%

Scheduled maturities of time certificates of deposit in denominations of $100,000 or more are as follows:

March 31, 2023 (in thousands)		Within 3 months				3-6 months				6-12 months				Over 1 year				Total
Certificates of deposit $100,000 and over		$	62,218			$	9,819			$	36,930			$	15,960			$	124,926

Liquidity

Salisbury manages its liquidity position to ensure that there is sufficient funding availability at all times to meet both anticipated and unanticipated deposit withdrawals, loan originations and advances, securities purchases and other operating cash outflows. Salisbury's primary sources of liquidity are principal payments and maturities of securities and loans, short-term borrowings through repurchase agreements and FHLBB advances, net deposit growth and funds provided by operations. Liquidity can also be provided through sales of loans and available-for-sale securities. During first quarter 2023, Salisbury increased its utilization of brokered deposits by $5.3 million and increased its borrowings from FHLBB by $90.0 million to fund loan growth and to provide liquidity. At March 31, 2023, Salisbury’s outstanding borrowings and excess borrowing capacity at FHLBB were $100 million and $145 million, respectively. Salisbury maintains access to multiple sources of liquidity, including wholesale funding. An increase in funding costs could have an adverse impact on Salisbury’s net interest margin. If an extended economic shutdown causes depositors to withdraw their funds, Salisbury could become more dependent on more expensive sources of funding.

Salisbury manages its liquidity in accordance with a liquidity funding policy, and also maintains a contingency funding plan that provides for the prompt and comprehensive response to unexpected demands for liquidity. Management believes Salisbury’s funding sources will meet anticipated funding needs.

Operating activities for the three-month period ended March 31, 2023 provided net cash of $3.0 million. Investing activities utilized net cash of $23.2 million due to the net loan originations of $22.3 million, net purchases of FHLB stock of $3.7 million and other activity of $0.2 million, partly offset by $3.0 million from the maturities/principal paydowns of available-for-sale (AFS) securities. Financing activities provided net cash of $19.6 million primarily due to the increase of short-term FHLB borrowings of $90 million, increase in time deposits $17.0 million partly off-set by the decrease of savings deposits of $82.4 million, a decrease of $4.0 million in securities sold under agreements to repurchase and $1.0 million in dividends paid.

At March 31, 2023, Salisbury had outstanding commitments to fund new loan originations of $42.6 million and unused lines of credit of $253.0 million. Salisbury believes that these commitments can be met in the normal course of business. Salisbury believes that its liquidity sources will continue to provide funding sufficient to support operating activities, loan originations and commitments, and deposit withdrawals.

RESULTS OF OPERATIONS

For the three month periods ended March 31, 2023 and 2022

OVERVIEW

Net income allocated to common shareholders was $3.0 million, or $0.52 basic earnings per common share, for the first quarter ended March 31, 2023 (first quarter 2023), compared with $4.1 million, or $0.71 basic earnings per common share, for the fourth quarter ended December 31, 2022 (fourth quarter 2022), and $3.5 million, or $0.62 basic earnings per common share, for the first quarter ended March 31, 2022 (first quarter 2022). The decrease from fourth quarter 2022 primarily reflected lower net interest income of $0.9 million, a higher provision for credit losses of $0.4 million and higher non-interest expenses of $0.2 million. The decrease from first quarter 2022 primarily reflected a higher provision for credit losses of $0.6 million, lower non-interest income of $0.4 million and higher non-interest expense of $0.5 million, partially offset by higher net interest income of $0.8 million. First quarter 2023 included cost of $385 thousand related to the pending merger with NBT.

Net Interest Income

Tax equivalent net interest income for first quarter 2023 increased $834 thousand, or 8.0%, versus first quarter 2022. Average total earning assets for the first quarter 2023 increased $82.5 million, or 5.8%, versus first quarter 2022. Average total interest bearing deposits for the first quarter 2023 increased $19.4 million, or 2.1%, versus first quarter 2022. The tax equivalent net interest margin for the first quarter 2023 was 2.99% compared with 2.95% for the first quarter 2022. Excluding PPP loans, the tax equivalent net interest margin for the first quarter 2023 was 2.99% compared with 2.86% for first quarter 2022.

The following table sets forth the components of Salisbury's fully tax-equivalent (“FTE”) net interest income and yields on average interest-earning assets and interest-bearing liabilities.

Three months ended March 31,	Average Balance				Income / Expense				Average Yield / Rate
(dollars in thousands)		2023		2022		2023		2022		2023		2022
Loans (a)(d)	$	1,236,778	$	1,079,610	$	13,367	$	10,277		4.29	%	3.79	%
Securities (c)(d)		214,246		208,140		1,353		962		2.53		1.85
FHLBB stock		3,436		1,434		19		7		2.29		2.05
Short term funds (b)		40,689		123,454		375		50		3.72		0.16
Total interest-earning assets		1,495,149		1,412,638		15,114		11,296		4.02		3.19
Other assets		55,022		74,795
Total assets	$	1,550,171	$	1,487,433
Interest-bearing demand deposits	$	223,742	$	232,464		119		99		0.22		0.17
Money market accounts		320,015		321,198		1,270		126		1.61		0.16
Savings and other		232,162		233,092		402		64		0.70		0.11
Certificates of deposit		161,300		131,059		1,027		189		2.58		0.59
Total interest-bearing deposits		937,219		917,813		2,818		478		1.22		0.21
Repurchase agreements		3,961		7,146		16		3		1.65		0.14
Finance lease		5,397		5,097		40		41		2.96		3.23
Note payable		121		163		2		2		6.17		6.12
Subordinated debt (net of issuance costs)		24,536		24,480		233		233		3.80		3.81
FHLBB advances		57,056		2,974		687		55		4.82		7.46
Total interest-bearing liabilities		1,028,290		957,673		3,796		812		1.49		0.34
Demand deposits		382,601		386,884
Other liabilities		8,427		7,036
Shareholders’ equity		130,853		135,840
Total liabilities & shareholders’ equity	$	1,550,171	$	1,487,433
Net interest income (d)					$	11,318	$	10,484
Spread on interest-bearing funds										2.54		2.84
Net interest margin (e)										2.99		2.95

	(a)	Includes non-accural loans.
	(b)	Includes interest-bearing deposits in other banks and federal funds sold.

(c)

Average balances of securities are based on cost.

(d)

Includes tax exempt income benefit of $190,000 and $178,000, respectively, for 2023 and 2022 on tax-exempt securities and loans whose income and yields are calculated on a tax-equivalent basis.

(e)

Net interest income divided by average interest-earning assets.

The following table sets forth the changes in FTE interest due to volume and rate.

Three months ended March 31, (in thousands)	2023 versus 2022
Change in interest due to		Volume			Rate			Net
Loans	$	1,633		$	1,457		$	3,090
Securities		34			357			391
FHLBB stock		11			1			12
Short term funds		(405	)		730			325
Interest-earning assets		1,273			2,545			3,818
Deposits		(7	)		2,347			2,340
Repurchase agreements		(8	)		21			13
Finance lease		2			(3	)		(1	)
Subordinated debt and notes payable		1			(1	)		—
FHLBB advances		830			(198	)		632
Interest-bearing liabilities		818			2,166			2,984
Net change in net interest income	$	455		$	379		$	834

Interest Income

Tax equivalent interest income increased $3.8 million, or 33.8%, to $15.1 million for first quarter 2023 compared with first quarter 2022. Loan income compared with first quarter 2022 increased $3.1 million, or 30.0%, primarily due to a 50 basis point increase in the average loan yield and a $157.2 million, or 14.6%, increase in average loans. Tax equivalent securities income increased $391 thousand, or 40.6%, for first quarter 2023 compared with first quarter 2022, primarily due to a $6.1 million, or 2.9%, increase in average balances and a 68 basis point increase in average yield. Income on short-term funds compared with first quarter 2022 increased $325 thousand, or 650.0%, primarily due to a 356 basis point increase in the average short-term funds yields, partially offset by an $82.7 million, or 67.0% decrease in average balances.

Interest Expense

Interest expense increased $3.0 million, or 367.5%, to $3.8 million for first quarter 2023 compared with first quarter 2022. Interest on deposit accounts increased $2.3 million, or 489.5%, as a result of a 101 basis point increase in average deposit rates and a $19.4 million, or 2.1%, increase in the average balances compared with first quarter 2022. Interest expense on FHLBB borrowings increased $632 thousand, or 1,149.1%, compared with first quarter 2022 due to an average balance increase of $54.1 million, or 1,818.5%, partially offset by a 264 basis point decrease in the average borrowings rate. Interest expense on FHLBB borrowings for first quarter 2022 included a non-recurring expense of approximately $30 thousand to pay off a $6.0 million advance due in December 2022.

Provision and Allowance for Credit Losses

During first quarter 2023, the allowance for credit losses on loans increased by the provision for credit losses on loans of $0.9 million compared with a provision expense of $0.5 million for fourth quarter 2022 and a provision expense of $0.4 million for first quarter 2022. The provision expense for first quarter 2023 primarily reflected loan growth during the quarter as well as changes in the forecast of certain macro-economic factors, which underpin the Bank’s CECL model. Net loan charge-offs were $32 thousand for the first quarter 2023, $13 thousand for fourth quarter 2022 and $410 thousand for the first quarter 2022. Charge-offs for first quarter 2022 included a write-down of $374 thousand to reduce the carrying value on $3.8 million of non-performing and under-performing residential and commercial loans, which Salisbury sold during the quarter, to the initial bid prices. Upon the adoption of ASU 326, Salisbury increased its ACL for off-balance sheet credit exposures by $0.9 million. In first quarter 2023, Salisbury increased the ACL for this exposure by $92 thousand.

(in thousands)	March 31, 2023			March 31, 2022
At or For the Three Months Ended	(CECL)			(Incurred Loss)
ACL on loans, beginning of period	$	14,846		$	12,962
Impact of CECL adoption		271			—
Provision for credit losses		924			363
Charge-offs:
Commercial & industrial		—			(46	)
Commercial real estate		—			(334	)
Residential real estate		—			(19	)
Consumer		(35	)		(17	)
Total loan charge-offs		(35	)		(416	)
Recoveries:
Commercial & industrial		—			1
Commercial real estate		—			—
Residential real estate		—			—
Consumer		3			5
Total loan recoveries		3			6
Net charge-offs	$	(32	)	$	(410	)
ACL on loans, end of the period	$	16,009		$	12,915
ACL on unfunded commitments, beginning of period	$	183		$	146
Impact of CECL adoption		913			—
Provision for credit losses		92			37
ACL on unfunded commitments, end of period	$	1,183		$	183
Components of ACL:
ACL on loans	$	16,009		$	12,915
ACL on unfunded commitments		1,183			183
ACL, end of period	$	17,192		$	13,098
Net charge-offs to average loans
Provision for credit losses on loans to average loans		0.07	%		0.03	%
ACL on loans to total loans		1.28	%		1.20	%

As a result of these factors, reserve coverage, as measured by the ratio of the allowance for credit losses to gross loans, excluding PPP loans, was 1.28% for the first quarter 2023, versus 1.21% for the fourth quarter 2022 and 1.20% for the first quarter 2022. Similarly, reserve coverage, as measured by the ratio of the allowance for credit losses to non-performing loans was 714% for first quarter of 2023, versus 558% for fourth quarter of 2022 and 467% for first quarter of 2022.

The following table details the principal categories of credit quality ratios:

Three months ended March 31,	2023		2022
Net charge-offs (recoveries) to average loans receivable, gross	0.00	%	0.04	%
Non-performing loans to loans receivable, gross	0.18		0.26
Accruing loans past due 30-89 days to loans receivable, gross	0.18		0.22
Allowance for credit losses to loans receivable, gross	1.28		1.20
Allowance for credit losses to non-performing loans	714.35		467.27
Non-performing assets to total assets	0.14		0.19

Non-performing loans (non-accrual loans plus accruing loans past-due 90 days or more) were $2.4 million, or 0.18% of gross loans receivable at March 31, 2023 as compared to $2.7 million, or 0.22% at December 31, 2022 and $2.8 million, or 0.26%, at March 31, 2022. Accruing loans past due 30-89 days were $2.2 million, or 0.18% of gross loans receivable at March 31, 2023 compared with $1.3 million, or 0.11% of gross loans receivable at December 31, 2022 and $2.3 million, or 0.22% of gross loans receivable, at March 31, 2022. See “Financial Condition – Asset Quality” above for further discussion and analysis.

Salisbury adopted CECL on January 1, 2023. Under CECL, the Bank’s lifetime credit loss models are based on historical data and incorporate forecasts of macroeconomic variables, expected prepayments and recoveries. Non-economic qualitative factors are also evaluated for each loan segment. A four-quarter reasonable and supportable forecast period is currently used for all loan portfolios. When the risk characteristics of a loan no longer match the characteristics of the collective pool, the loan is removed from the pool and individually assessed for credit losses. Generally, non-accrual loans and collateral dependent loans are individually assessed.

Salisbury segregates its loan portfolio into discrete loan pools for purposes of evaluating credit risk. Each loan pool possesses unique risk characteristics that are considered when determining the appropriate level of allowance. See Note 4 for a description of these discrete loan pools.

At March 31, 2023, the reasonable and supportable forecast used to estimate the ACL on loans used the following loss drivers by loan segment: (i) Commercial & Industrial – National Gross Domestic Product (“GDP”) and National Unemployment; (ii) Commercial Real Estate - National GDP and National Unemployment; (iii) Residential Real Estate – National Housing Price Index and National Unemployment; (iv) Consumer - National Unemployment. National GDP and National Unemployment are sourced from the Federal Reserve Open Market Committee’s published forecast whereas the National Housing Price Index is sourced from the Federal National Mortgage Association’s published forecast. The Company's qualitative factors at March 31, 2023, included consideration of the level of uncertainty surrounding the impact of macro-economic factors such as interest rates, inflation, supply chain disruption, geo-political events as well as other factors. At March 31, 2023, the ACL estimate for loans used a reversion period of two years for each loan segment.

Also included within scope of CECL standard are off-balance sheet loan commitments, which includes the unfunded portion of committed lines of credit and commitments “in-process” reflect loans not in Salisbury’s gross loans receivable balance as of the balance sheet date but rather negotiated loan/line of credit terms and rates that the Bank has offered to customers and is committed to honoring. In reference to “in-process” credits, the Bank defines an unfunded commitment as a credit that has been offered to and accepted by a borrower, which has not closed and by which the obligation is not unconditionally cancellable. The Bank estimates expected credit losses over the contractual period in which the Bank is exposed to credit risk through a contractual obligation to extend credit, unless that obligation in unconditionally cancellable by the Bank. The allowance for credit losses on losses on off-balance sheet exposures includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments to be funded over its estimated life.

Determining the adequacy of the allowance and reserves at any given period is difficult, particularly during deteriorating or uncertain economic periods, and management must make estimates using assumptions and information that are often subjective and changing rapidly. The review of credit exposure related to loans is a continuing event in light of a changing economy and the dynamics of the banking and regulatory environment. Should the economic climate deteriorate, borrowers could experience difficulty and the level of non-performing loans, charge-offs and delinquencies could rise, requiring increased provisions and reserves. In management's judgment, Salisbury remains adequately reserved both against total loans and non-performing loans at March 31, 2023.

Non-Interest Income

The following table details the principal categories of non-interest income.

Three months ended March 31, (dollars in thousands)		2023		2022			2023 vs. 2022
Trust and wealth advisory	$	1,153	$	1,241		($	88	)	(7.1	%)
Service charges and fees		1,235		1,138			97		8.5
Mortgage banking activities, net		59		355			(296	)	(83.4	)
Gains (losses) on mutual funds		20		(42	)		62		147.6
Gains on securities, net		—		210			(210	)	(100.0	)
Bank-owned life insurance (“BOLI”) income		192		162			30		18.5
Other		34		30			4		13.3
Total non-interest income	$	2,693	$	3,094		($	401	)	(13.0	%)

Non-interest income decreased $401 thousand, or 13.0% in first quarter of 2023 versus first quarter of 2022. Trust and wealth advisory revenues decreased $88 thousand versus first quarter 2022 primarily due to lower asset management fees. Assets under administration were $1.30 billion at March 31, 2023 compared with $1.29 billion at December 31, 2022 and $1.0 billion at March 31, 2022. Discretionary assets under administration of $588.4 million in first quarter 2023 increased from $561.1 million in fourth quarter 2022 and decreased from $625.3 million in first quarter 2022. The variance from the comparative quarters primarily reflected changes in market valuations. Non-discretionary assets under administration of $712.7 million in first quarter 2023 declined from $728.9 million in fourth quarter 2022 and increased from $423.9 million in first quarter 2022. The variance from the comparative periods primarily reflected changes in the valuation of certain partnership assets for an existing client relationship. The trust and wealth business records only a nominal annual fee on this relationship.

Service charges and fees increased $97 thousand versus first quarter 2022 and primarily reflected higher deposit fees and interchange fees. First quarter 2023 income from mortgage sales and servicing decreased $296 thousand due to a lower volume of sales of residential mortgage loans to the FHLB Boston. Salisbury did not sell any residential loans to FHLBB during first quarter 2023 compared with sales of $5.5 million in first quarter 2022. Mortgage banking activities, net for first quarter 2022 also included a pre-tax gain of $239 thousand on the sale of $3.8 million of non-performing and under-performing commercial and residential loans.

The first quarter 2023 included net gains of $20 thousand on investments in mutual funds compared with net losses of $42 thousand in first quarter 2022. Non-interest income for first quarter 2022 included a pre-tax gain on the sale of available-for-sale (“AFS”) securities of $210 thousand. Salisbury did not sell any AFS securities in first quarter 2023.

BOLI income of $192 thousand increased $30 thousand compared to $162 thousand in first quarter 2022. Other income primarily includes rental property income.

Non-Interest Expense

The following table details the principal categories of non-interest expense.

Three months ended March 31, (dollars in thousands)		2023		2022		2023 vs. 2022
Salaries	$	3,721	$	3,479	$	242		7.0	%
Employee benefits		1,468		1,277		191		15.0
Premises and equipment		1,105		1,104		1		0.1
Loss on write-down and sale of assets		158		9		149		1655.6
Information processing and services		831		685		146		21.3
Professional fees		945		787		158		20.1
Collections, OREO, and loan related		72		117		(45	)	(38.5	)
FDIC insurance		98		171		(73	)	(42.7	)
Marketing and community support		127		184		(57	)	(31.0	)
Amortization of core deposit intangibles		39		54		(15	)	(27.8	)
Other		470		786		(316	)	(40.2	)
Non-interest expense	$	9,034	$	8,653	$	381		4.4	%

Non-interest expense for first quarter 2023 increased $381 thousand versus first quarter 2022. Non-interest expense for first quarter 2023 included costs of approximately $385 thousand associated with the pending NBT merger. Non-interest expense for first quarter 2023 also included a non-recurring charge of $158 thousand to write off fixed assets in the Red Oaks Mill, New York branch, which will be closed on April 30, 2023. Salaries expense increased $242 thousand versus first quarter 2022. The increase primarily reflected higher base salary expense and higher incentive accruals as well as lower deferred compensation expense. Employee benefits expense increased $191 thousand versus first quarter 2022 primarily due to higher medical insurance costs and ESOP and 401k expense. Information processing expense increased $146 thousand versus first quarter 2022 primarily due to higher core processing costs and ATM and debit card processing fees. Professional fees increased $158 thousand versus first quarter 2022 primarily as a result of increased audit and legal fees. Loan and OREO related expenses decreased $45 thousand versus first quarter 2022, mainly due to lower appraisal expenses and mortgage recording taxes. Marketing and community support expense decreased $57 thousand versus first quarter 2022. The decrease in other expenses of $316 thousand primarily reflected two isolated instances of debit card or check cashing fraud-related losses aggregating $251 thousand in first quarter 2022.

Income Taxes

The effective income tax rates for first quarter 2023 and first quarter 2022 were 19.95% and 18.60%, respectively. The higher tax rate in the first quarter 2023 primarily reflected a lower mix of tax-exempt income from municipal bonds, tax advantaged loans and bank-owned life insurance on a comparatively lower level of pre-tax income.

Salisbury did not incur Connecticut income tax in 2023 (to date) or 2022, other than minimum state income tax, as a result of a Connecticut law that permits banks to shelter certain mortgage income from the Connecticut corporation business tax through the use of a special purpose entity called a Passive Investment Company or PIC. In 2004, Salisbury availed itself of this benefit by forming a PIC, SBT Mortgage Service Corporation. Salisbury's income tax provision reflects the full impact of the Connecticut legislation. Salisbury does not expect to pay Connecticut state income tax, other than minimum Connecticut state income tax, in the foreseeable future unless there is a change in Connecticut tax law.

CAPITAL RESOURCES

Shareholders’ Equity

Shareholders’ equity increased $4.0 million in first quarter to $132.4 million at March 31, 2023 as unrealized gains in the available-for-sale securities (“AFS”) portfolio of $2.7 million, net income of $3.0 million and other activity of $0.1 million were partially offset by common stock dividends paid of $0.9 million and a reduction of $0.9 million due to the adoption of CECL. Book value per common share of $22.79 at March 31, 2023 increased $0.66 from fourth quarter 2022 and increased $0.23 from first quarter 2022. Tangible book value per common share of $20.38 at March 31, 2023 increased $0.67 from fourth quarter 2022 and increased $0.28 from first quarter 2022.

At March 31, 2023 and December 31, 2022, the ratio of Salisbury’s tangible common shareholders’ equity, which included the after-tax unrealized losses on available-for-sale securities, to tangible total assets were as follows:

	March 31, 2023			December 31, 2022
Common shareholders’ equity	$	132,355		$	128,355
Less: Goodwill		(13,815	)		(13,815	)
Less: Intangible assets		(188	)		(227	)
Tangible common shareholders’ equity	$	118,352		$	114,313

Total assets	$	1,565,334		$	1,541,582
Less: Goodwill		(13,815	)		(13,815	)
Less: Intangible assets		(188	)		(227	)
Tangible total assets	$	1,551,331		$	1,527,540
Tangible common shareholders’ equity to tangible total assets		7.63	%		7.48	%

Capital Requirements

Under current regulatory definitions, the Bank meets all capital adequacy requirements to which it is subject and the Bank is considered to be well-capitalized. The unrealized losses in the AFS portfolio noted above do not affect the Bank’s regulatory capital ratios. As a well-capitalized financial institution, the Bank pays lower federal deposit insurance premiums than those banks that are not “well-capitalized.” Requirements for classification as a well-capitalized institution and for minimum capital adequacy along with the Bank's regulatory capital ratios are as follows:

	March 31, 2023			December 31, 2022
Total Capital (to risk-weighted assets)		13.41	%		13.43	%
Common Equity Tier 1 Capital		12.16			12.24
Tier 1 Capital (to risk-weighted assets)		12.16			12.24
Tier 1 Capital (to average assets)		9.98			9.99

A well-capitalized institution, which is the highest capital category for an institution as defined by the Prompt Corrective Action regulations issued by the FDIC and the FRB, is one which maintains a Total Risk-Based ratio of 10% or above, a Tier 1 Risk-Based ratio of 8% or above, a Common Equity Tier 1 ratio of 6.5% or above, and a Leverage ratio of 5% or above, and is not subject to any written order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific capital level. Maintaining strong capital is essential to Salisbury and the Bank’s safety and soundness. However, the effective management of capital resources requires generating attractive returns on equity to build value for shareholders while maintaining appropriate levels of capital to fund growth, meet regulatory requirements and be consistent with prudent industry practices.

The FRB’s final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for bank holding companies and their bank subsidiaries include a common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0%, require a minimum ratio of Total capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A capital conservation buffer, comprised of common equity Tier 1 capital, is also established above the regulatory minimum capital requirements. This capital conservation buffer began phasing in January 1, 2016 at 0.625% of risk-weighted assets and increased each subsequent year by an additional 0.625% until it reached its final level of 2.50% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules.

As of March 31, 2023, the Company and the Bank met each of their capital requirements and the most recent notification from the FDIC categorized the Bank as “well-capitalized.” There are no conditions or events since that notification that management believes have changed the Bank’s category.

On September 17, 2019, the Office of the Comptroller of the Currency, the FRB and the FDIC published its final rule establishing a “Community Bank Leverage Ratio” (“CBLR”) that simplifies capital requirements for certain community banking organizations with less than $10 billion in total consolidated assets (such as the Bank). Under the final rule, depository institutions and their holding companies that meet certain criteria (generally, those with limited amounts of off-balance sheet exposures, trading assets and liabilities, mortgage servicing assets, and temporary difference deferred tax assets) (“qualifying community banking organizations”) may elect to report the components of its Tier 1 leverage ratio as a measure of capital adequacy. A qualifying community banking organization with a CBLR of greater than 9% that “elects to use the CBLR framework” will not be subject to other risk-based and leverage capital requirements and will be considered to have met the well-capitalized ratio requirements for purposes of the agencies’ Prompt Corrective Action (“PCA”) framework. Under the final rule, if a bank that has opted to use the CBLR framework subsequently fails to satisfy one or more of the qualifying criteria, but continues to report a leverage ratio of greater than 8 %, the bank may continue to use the framework and will be deemed “well capitalized” for a grace period of up to two quarters. A qualifying community banking organization will be required to comply with the generally applicable capital rule and file the relevant regulatory reports if the banking organization: (1) is unable to restore compliance with all qualifying criteria during the two-quarter grace period (including achieving compliance with the greater than 9% leverage ratio requirement); (2) reports a leverage ratio of 8% or less; or (3) ceases to satisfy the qualifying criteria due to consummation of a merger transaction. The final rule became effective on January 1, 2020. The Bank would qualify for the CBLR methodology and would also be considered to be well capitalized if it elected to utilize such methodology. The Bank is currently evaluating the benefits of transitioning to this simplified methodology for assessing capital adequacy.

Share Repurchases

On March 23, 2022 Salisbury announced that its Board of Directors has renewed its share repurchase program that was established in March 2021. The share repurchase program provides for the potential repurchase of Salisbury’s common stock in amounts up to an aggregate of five percent (5%) of the outstanding shares of Salisbury’s common stock from time to time over a period of the next twelve (12) months through privately negotiated transactions and/or market purchases at appropriate prices, subject to price and market conditions on terms determined to be in the best interests of Salisbury. Salisbury did not repurchase any shares during first quarter 2023.

Dividends

During the three-month period ended March 31, 2023, Salisbury paid $927 thousand in dividends on common stock. On April 26, 2023, the Board of Directors of Salisbury declared a dividend of $0.16 per common share payable on May 26, 2023 to shareholders of record on May 12, 2023.

Salisbury's ability to pay cash dividends is dependent on the Bank's ability to pay cash dividends to Salisbury. There are certain restrictions on the payment of cash dividends and other payments by the Bank to Salisbury. Under Connecticut law, the Bank cannot declare a cash dividend except from net profits, defined as the remainder of all earnings from current operations. The total of all cash dividends declared by the Bank in any calendar year shall not, unless specifically approved by the Banking Commissioner, exceed the total of its net profits of that year combined with its retained net profits of the preceding two years.

FRB Supervisory Letter SR 09-4, February 24, 2009, revised December 31, 2015, states that, as a general matter, the Board of Directors of a Bank Holding Company (“BHC”) should inform the Federal Reserve and should eliminate, defer, or significantly reduce dividends if (1) net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (2) the prospective rate of earnings retention is not consistent with capital needs and overall current and prospective financial condition; or (3) the BHC will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. Moreover, a BHC should inform the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the BHC capital position.

Salisbury believes that the payment of common stock cash dividends is appropriate, provided that such payment considers Salisbury's capital needs, asset quality, and overall financial condition and does not adversely affect the financial stability of Salisbury or the Bank. The continued payment of common stock cash dividends by Salisbury will be dependent on Salisbury's future core earnings, financial condition and capital needs, regulatory restrictions, and other factors deemed relevant by the Board of Directors of Salisbury.

IMPACT OF INFLATION AND CHANGING PRICES

Salisbury’s consolidated financial statements and related notes thereto presented elsewhere in this Form 10-Q are prepared in conformity with GAAP, which require the measurement of financial condition and operating results in terms of historical dollars without considering changes in the relative purchasing power of money, over time, due to inflation. Unlike some other types of companies, the financial nature of Salisbury’s consolidated financial statements is more clearly affected by changes in interest rates than by inflation. Interest rates do not necessarily fluctuate in the same direction or in the same magnitude as the prices of goods and services. However, inflation does affect Salisbury to some extent because, as prices increase, the money supply grows and interest rates are affected by inflationary expectations. Additionally, the effects of inflation on commercial and consumer customers can have implications with respect to their borrowing needs and saving and deposit practices. Potentially, if sustained, inflation could precipitate recessionary trends that could affect commercial development and residential construction. Inflation could also increase the cost of labor and products and services used by the Bank and thereby hinder efficiencies in the Bank’s ability to deliver products and services. There is no precise method, however, to measure the effects of inflation on Salisbury’s consolidated financial statements. Accordingly, any examination or analysis of the financial statements should take into consideration the possible effects of inflation. Although not a material factor in recent years, inflation could impact earnings in future periods.

FORWARD-LOOKING STATEMENTS

This Form 10-Q and future filings made by Salisbury with the Securities and Exchange Commission, as well as other filings, reports and press releases made or issued by Salisbury and the Bank, and oral statements made by executive officers of Salisbury and the Bank, may include forward-looking statements relating to such matters as:

(a)

assumptions concerning future economic and business conditions and their effect on the economy in general and on the markets in which Salisbury and the Bank do business; and

(b)

expectations for revenues and earnings for Salisbury and the Bank.

Such forward-looking statements are based on assumptions rather than historical or current facts and, therefore, are inherently uncertain and subject to risk. For those statements, Salisbury claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Salisbury notes that a variety of factors could cause the actual results or experience to differ materially from the anticipated results or other expectations described or implied by such forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of Salisbury’s and the Bank’s business include the following:

(a)

the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Bank operates;

(b)

changes in the legislative and regulatory environment that negatively impacts Salisbury and the Bank through increased operating expenses;

(c)

increased competition from other financial and non-financial institutions;

(d)

the impact of technological advances and cybersecurity matters;

(e)

interest rate fluctuations;

(f)

the effect of the COVID-19 pandemic on Salisbury, the communities served by the Bank, the State of Connecticut and the United States, related to the economy and overall financial stability;

(g)

the risk of adverse changes in business conditions due to geo-political tensions and;

(h)

the risk that the pending merger with NBT will not be completed; and

(i)

changes in Salisbury’s liquidity risk profile due to uncertain economic conditions and competition for deposits; and

(j)

other risks identified from time to time in Salisbury’s filings with the Securities and Exchange Commission.

Such developments could have an adverse impact on Salisbury’s and the Bank’s financial position and results of operations.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Salisbury manages its exposure to interest rate risk through its Asset/Liability Management Committee (“ALCO”) using risk limits and policy guidelines to manage assets and funding liabilities to produce financial results that are consistent with Salisbury’s liquidity, capital adequacy, growth, risk and profitability targets. Interest rate risk is the risk of a negative impact to future earnings due to changes in interest rates.

The ALCO manages interest rate risk using income simulation to measure interest rate risk inherent in Salisbury’s financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 24-month horizon. In management’s March 31, 2023 analysis, the simulations incorporate static growth assumptions over the simulation horizons for regulatory compliance and interest rate risk measurement purposes. In the dynamic growth scenarios, allowances are made for loan, deposit and security product mix shifts in selected interest rate scenarios, such as movements between lower rate savings and money market deposit accounts and higher rate time deposits, and changes in the reinvestment of loan and securities cash flows. Additionally, the simulations take into account the specific re-pricing, maturity and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios.

The ALCO reviews the simulation results to determine whether Salisbury’s exposure to change in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure. Salisbury’s tolerance levels for changes in net interest income in its income simulations varies depending on the magnitude of interest rate changes and level of risk-based capital. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where interest rates remain stable over the forecast horizon. The ALCO also evaluates the directional trends of net interest income, net interest margin and other financial measures over the forecast horizon for consistency with its liquidity, capital adequacy, growth, risk and profitability targets.

ALCO uses four interest rate scenarios to evaluate interest risk exposure and may vary these interest rate scenarios to show the effect of steepening or flattening changes in yield curves as well as parallel changes in interest rates. At March 31, 2023, ALCO used the following interest rate scenarios: (1) unchanged interest rates; (2) immediately rising interest rates – immediate parallel upward shift in market interest rates of 400 basis points across the yield curve; (3) immediately falling interest rates – immediate parallel downward shift in market interest rates of 300 basis points across the yield curve; and (4) gradual and non-parallel changes in interest rates – the yield curve is assumed to rise through most of 2023 before flattening out and declining toward the latter part of 2023 and into 2024. The Federal Funds rates increases to 5.25% by May 2023 and remains flat until a projected 0.25% rate cut in December 2023 and several additional rate cuts throughout 2024 to reach a terminal rate of 2.00%. Through the remaining nine months of 2023, the two year, five year, and 10 year treasury are projected to increase by 0.47%, 0.58%, and 0.73%, respectively. In 2024, the two year, five year, and 10 year treasury decline by 3.00%, 2.02%, and 1.03%, respectively. Simulations do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

As of March 31, 2023, net interest income simulations indicated that Salisbury’s exposure to changing interest rates over the simulation horizons remained within its tolerance levels.

The following table sets forth the estimated change in net interest income from an unchanged interest rate scenario over the periods indicated for changes in market interest rates using Salisbury’s financial instruments as of March 31, 2023.

As of March 31, 2023	Months 1-12			Months 13-24
Immediately rising interest rates + 200bp (static growth assumptions)		(7.2	)%		(2.3	)%
Immediately rising interest rates + 100bp (static growth assumptions)		(3.3	)		(0.9	)
Immediately falling interest rates - 100bp (static growth assumptions)		(0.1	)		(3.0	)
Immediately falling interest rates - 200bp (static growth assumptions)		(1.6	)		(8.5	)

The negative exposure of net interest income to immediately and gradually rising rates as compared to the unchanged rate scenario results from a faster projected rise in the cost of funds versus income from earning assets, as relatively rate-sensitive money market and time deposits re-price faster than longer duration earning assets. The negative exposure of net interest income to immediately falling rates as compared to an unchanged rate scenario results from a greater decline in earning asset yields compared to rates paid on funding liabilities, as a result of faster prepayments on existing assets and lower reinvestment rates on future loans originated and securities purchased.

While the ALCO reviews simulation assumptions and back-tests simulation results to ensure that they are reasonable and current, income simulation may not always prove to be an accurate indicator of interest rate risk or future net interest margin. Over time, the re-pricing, maturity and prepayment characteristics of financial instruments and the composition of Salisbury’s balance sheet may change to a different degree than estimated. Simulation modeling assumes Salisbury’s expectation for future balance sheet growth, which is a function of the business environment and customer behavior. Another significant simulation assumption is the sensitivity of core savings deposits to fluctuations in interest rates. Income simulation results assume that changes in both core savings deposit rates and balances are related to changes in short-term interest rates. The assumed relationship between short-term interest rate changes and core deposit rate and balance changes used in income simulation may differ from the ALCO’s estimates. Lastly, mortgage-backed securities and mortgage loans involve a level of risk that unforeseen changes in prepayment speeds may cause related cash flows to vary significantly in differing rate environments. Such changes could affect the level of reinvestment risk associated with cash flow from these instruments, as well as their market value. Changes in prepayment speeds could also increase or decrease the amortization of premium or accretion of discounts related to such instruments, thereby affecting interest income.

Salisbury also monitors the potential change in market value of its available-for-sale debt securities in changing interest rate environments. The purpose is to determine market value exposure that may not be captured by income simulation, but which might result in changes to Salisbury’s capital and liquidity position. Results are calculated using industry-standard analytical techniques and securities data. Equity securities are excluded from this analysis because the market value of such securities cannot be directly correlated with changes in interest rates.

The following table summarizes the potential change in market value of available-for-sale debt securities resulting from immediate parallel rate shifts:

As of March 31, 2023 (in thousands)		Rates up 100bp			Rates up 200bp
U.S. Treasury	$	(659	)	$	(1,287	)
U.S. Government agency notes		(1,164	)		(1,907	)
Municipal bonds		(3,353	)		(6,546	)
Mortgage backed securities
U.S. Government agencies and U.S. Government- sponsored enterprises		(2,867	)		(5,598	)
Collateralized mortgage obligations
U.S. Government agencies		(1,394	)		(2,783	)
Corporate bonds		(426	)		(808	)
Total available-for-sale debt securities	$	(9,863	)	$	(18,929	)

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Salisbury’s management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of Salisbury’s disclosure controls and procedures as of March 31, 2023. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective as of March 31, 2023.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Salisbury in its reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

In addition, based on an evaluation of its internal controls over financial reporting, no change in Salisbury’s internal control over financial reporting occurred during the quarter ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, Salisbury’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

The Bank is involved in various claims and legal proceedings arising in the ordinary course of business, which management currently believes are not material, individually or in the aggregate, to the business, financial condition or operating results of Salisbury or any of its subsidiaries. There are no material pending legal proceedings, other than ordinary routine litigation incidental to the registrant’s business, to which Salisbury is a party or of which any of its property is subject.

Item 1A.

RISK FACTORS

There were no material changes to the risk factors previously disclosed in Salisbury’s Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None

Item 4.

MINE SAFETY DISCLOSURES

Not Applicable

Item 5.

OTHER INFORMATION

None

Item 6.

EXHIBITS

Exhibit No.	Description

2.1	Agreement and Plan of Merger by and among NBT Bancorp Inc., NBT Bank, N.A., Salisbury Bancorp, Inc., and Salisbury Bank and Trust Company dated December 5, 2022 (incorporated by reference to Exhibit 2.1 of Form 8-K filed on December 5, 2022).

3.1	Certificate of Incorporation of Salisbury Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of Registrant’s 1998 Registration Statement on Form S-4 filed April 23, 1998, File No.: 33-50857).

3.1.1	Amendment to Article Third of Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of Registrant’s Form 8-K filed March 11, 2009).

3.1.2	Certificate of Amendment to Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of Registrant’s Form 8-K filed March 19, 2009).

3.1.3	Certificate of Amendment to Certificate of Incorporation for the Series B Preferred Stock (incorporated by reference to Registrant’s Form 8-K filed on August 25, 2011).

3.1.4	Certificate of Amendment to Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of Registrant’s Form 8-K filed October 30, 2014).

3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of Form 8-K filed November 25, 2014).

4.1	Form of Subordinated Note, dated as of March 31, 2021, issued by Salisbury Bancorp, Inc. (incorporated by reference to Exhibit 4.1 of Registrant’s Form 8-K filed March 31, 2021).

10.1	Amended and Restated Non-Qualified Deferred Compensation Plan effective January 1, 2022 (incorporated by reference to Exhibit 10.1 of Form 8-K filed December 29, 2021).

31.1	Chief Executive Officer Certification Pursuant to 17 CFR 240.13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Chief Financial Officer Certification Pursuant to 17 CF 240.13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Chief Executive Officer and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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.

		SALISBURY BANCORP, INC.

May 5, 2023	By:	/s/ Richard J. Cantele, Jr.
		Richard J. Cantele, Jr.,
		President and Chief Executive Officer

May 5, 2023	By:	/s/ Peter Albero
		Peter Albero,
		Executive Vice President and Chief Financial Officer