SALISBURY BANCORP INC
10-Q, 2000-05-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

                 For the quarterly period ended  March 31, 2000
                                                ------------------

                                       OR

[ ]      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 1-14854

                             Salisbury Bancorp, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Connecticut                                        06-1514263
- --------------------------------                            -------------------
 (State or Other Jurisdiction of                             (I.R.S. Employer
  Incorporation or Organization                             Identification No.)

5 Bissell Street Lakeville Connecticut                            06039
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's Telephone Number, Including Area Code           (860) 435-9801
                                                             --------------


(Former  Name,  Former  Address and Former  Fiscal Year,  if Changed  Since Last
Report)


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     [ X ]         No     [   ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                      Yes     [   ]         No     [   ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 30, 2000. 1,493,445
                                    ----------
<PAGE>

                             SALISBURY BANCORP, INC.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                <C>
 Part I. FINANCIAL INFORMATION                                                                     Page

Item 1.  Financial Statements:

         Consolidated Balance Sheets --March 31, 2000 and December 31, 1999                         4
                                           (unaudited)
         Consolidated Statements of Income --three months ended March 31, 2000 and 1999             5
                                           (unaudited)
         Consolidated Statements of Cash Flows --three months ended March 31, 2000 and 1999         6
                                           (unaudited)

         Notes to Consolidated Financial Statements                                                 8

Item 2.  Management"s Discussion and Analysis of Financial Condition and Results of Operations      10

Item 3. Quantitative and Qualitative Disclosures About Market Risk                                  15

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                                          16

Item 2.  Changes in Securities and Use of Proceeds                                                  16

Item 3.  Defaults Upon Senior Securities
16

Item 4.  Submission of Matters to a Vote of Security Holders                                        16

Item 5.  Other Information                                                                          16

Item 6.  Exhibits and Reports on Form 8-K                                                           16

         Signatures                                                                                 17

                                       2
<PAGE>





                                       3


<PAGE>





                          Part I--FINANCIAL INFORMATION

                          Item 1. Financial Statements


                                       4
<PAGE>

                             SALISBURY BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS
                  (amounts in thousands, except per share data)
                                   (unaudited)

                                                                       MARCH 31         DECEMBER 31
                                                                         2000              1999
                                                                         ----              ----
<S>                                                                   <C>                <C>
ASSETS Cash & due from banks:
   Non-Interest Bearing                                               $   6,418          $   6,478
   Interest Bearing                                                         272                268
   Federal funds sold                                                     2,855                  0
   Money Market Mutual Funds                                                512                970
                                                                      ---------          ---------
         Cash and cash equivalents                                       10,057              7,716
   Investment Securities:
      Held to maturity securities at amortized cost                         486                489
      Available-for-sale securities at market value                      82,224             75,153
   Federal Home Loan Bank stock, at cost                                  2,930              2,102
   Loans:
      Commercial, financial and agricultural                              8,621              9,025
      Real estate-construction and land development                       2,844              3,382
      Real estate-residential                                            86,270             86,680
      Real estate-commercial                                             15,381             15,324
      Consumer                                                           10,106             10,698
      Other                                                                 756                364
      Allowance for loan losses                                          (1,147)            (1,160)
      Unearned income                                                         0                  0
                                                                      ---------          ---------
                  Net loans                                             122,831            124,313

   Bank premises & equipment                                              2,197              2,249
   Other real estate owned                                                   75                 75
   Accrued interest receivable                                            1,508              1,576
   Other assets                                                           1,697              1,712
                                                                      ---------          ---------
Total Assets                                                          $ 224,005          $ 215,385
                                                                      =========          =========
LIABILITIES
   Deposits:
   Demand                                                             $  28,754          $  28,318
   Savings & NOW                                                         30,537             32,735
   Money Market                                                          39,675             36,954
   Time                                                                  54,861             56,351
                                                                      ---------          ---------
         Total Deposits                                                 153,827            154,358
   Federal Home Loan Bank advances                                       48,381             39,712
   Other liabilities                                                      1,580              1,420
                                                                      ---------          ---------
         Total Liabilities                                              203,788            195,490
                                                                      ---------          ---------

Shareholders" equity:
   Common stock, par value $.10 per share;
   Authorized 3,000,000 shares
   Issued and outstanding shares: 1,495,570 at March 31, 2000               150                150
     and 1,504,171 at December 31, 1999
   Additional paid-in capital                                             3,634              3,781
   Retained earnings                                                     18,317             17,799
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                      <C>                <C>
   Accumulated other comprehensive income(loss)                          (1,884)            (1,835)
                                                                      ---------          ---------
         Total Shareholders" Equity                                      20,217             19,895
                                                                      ---------          ---------
         Total Liabilities and Shareholders" Equity                   $ 224,005          $ 215,385
                                                                      =========          =========
</TABLE>

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

                                     5

<PAGE>



                                       6
<PAGE>
<TABLE>
<CAPTION>
                             SALISBURY BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  (amounts in thousands, except per share data)
                             March 31, 2000 and 1999
                                   (unaudited)

                                                                   Three Months Ended
                                                                         March 31
                                                                         --------
                                                                   2000           1999
                                                                   ----           ----
<S>                                                               <C>            <C>
Interest and dividend income:
   Interest and fees on loans                                     $2,442         $2,337
 Interest and dividends on securities:
   Taxable                                                         1,238            940
   Tax-exempt                                                        163            125
 Dividends on equity securities                                       36             22
 Other interest                                                      101             63
                                                                  ------         ------
         Total interest and dividend income                        3,980          3,487
                                                                  ------         ------
 Interest expense:
   Interest on deposits                                            1,223          1,194
   Interest on Federal Home Loan Bank advances                       716            438
                                                                  ------         ------
         Total interest expense                                    1,939          1,632
                                                                  ------         ------
         Net interest and dividend income                          2,041          1,855
Provision for loan losses                                             30             30
                                                                  ------         ------
         Net interest and dividend income after provision
               for loan losses                                     2,011          1,825
                                                                  ------         ------
Other income:
   Trust department income                                           243            300
   Service charges on deposit accounts                                83             79

     Other income                                                    114             98
                                                                  ------         ------
         Total other income                                          440            477
                                                                  ------         ------
Other expense:
   Salaries and employee benefits                                    788            677
   Occupancy expense                                                  63             71
   Equipment expense                                                 109            118
   Data processing                                                    47             76
   Legal                                                               8             36
   Other expense                                                     318            337
                                                                  ------         ------
         Total other expense                                       1,333          1,315
                                                                  ------         ------
         Income before income taxes                                1,118            987
Income taxes                                                         405            350
                                                                  ------         ------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                               <C>            <C>
         Net income                                               $  713         $  637
                                                                  ======         ======
Earnings per common share outstanding                             $  .48         $  .42
                                                                  ======         ======
Earnings per common share outstanding,
 assuming dilution                                                $  .48         $  .42
                                                                  ======         ======
</TABLE>

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

                                       7
<PAGE>
<TABLE>
<CAPTION>
                             SALISBURY BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
                   Three months ended March 31, 2000 and 1999
                                   (unaudited)

                                                                            2000           1999
                                                                            ----           ----
<S>                                                                    <C>               <C>
Cash flows from operating activities:
   Net income                                                          $    713          $    637
   Adjustments to reconcile net income to net cash provided by
       operating activities:
         Provision for loan losses                                           30                30
         Depreciation and amortization                                       68                38
         (Accretion) amortization of securities, net                        (61)              (37)
         Deferred tax expense (benefit)                                      74                 0
         Increase (decrease)in interest receivable                           68                83
         Increase in interest payable                                        59               108
         (Increase) decrease in prepaid expenses                            (31)              (12)
         Increase in accrued expenses                                        96                93
         (Increase) decrease in other assets                                 (3)              161
         Increase (decrease)in other liabilities                             (6)               53
         Increase (decrease) in taxes payable                               328                 0
                                                                      ---------         ---------

Net cash provided by operating activities                                 1,335             1,154
                                                                       --------          --------

Cash flows from investing activities:
  Purchase of Federal Home Loan Bank stock                                 (828)                0
  Purchase of available-for-sale securities                             (20,433)           (8,336)
  Proceeds from sales of available-for-sale securities                      850             4,795
  Proceeds from maturities of available-for-sale securities              12,500            15,348
  Proceeds from held-to-maturity securities                                   3                 2
  Net (increase) decrease in loans                                        1,441            (1,406)
  Capital expenditures                                                      (17)              (26)
  Recoveries of loans previously charged-off                                 10                 5

Net cash (used in) provided by investing activities                      (6,474)           10,382
                                                                       ---------        ---------
</TABLE>

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

                                       8

<PAGE>
<TABLE>
<CAPTION>
                             SALISBURY BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)
                   Three months ended March 31, 2000 and 1999
                                   (unaudited)
                                   (continued)
                                                                           2000                1999
                                                                           ----                ----
<S>                                                                        <C>               <C>
Cash flows from financing activities:
   Net increase (decrease) in demand deposits, NOW and
       savings accounts                                                        959              (349)

   Net increase (decrease)  in time deposits                                (1,490)             (348)
   Advances from Federal Home Loan Bank                                     19,000                 0
   Principal payments on advances from Federal Home Loan Bank              (10,331)          (10,379)
   Dividends paid                                                             (511)             (420)
   Net repurchase of common stock                                             (147)             (996)
                                                                          --------          --------

   Net cash provided by (used in) financing activities                       7,480           (12,492)
                                                                          --------          --------

Net increase (decrease) in cash and cash equivalents                         2,341              (956)
Cash and cash equivalents at beginning of period                             7,716            12,134
                                                                                            --------
Cash and cash equivalents at end of period                                $ 10,057          $ 11,178
                                                                          ========          ========

Supplemental disclosures:
   Interest paid                                                          $  1,998          $  1,524
   Income taxes paid                                                            11               190
</TABLE>



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


                                       9

<PAGE>



                                       10

<PAGE>

                             SALISBURY BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  condensed  interim  financial  statements  are  unaudited and
include the  accounts of  Salisbury  Bancorp,  Inc.  ("the  Company"),  those of
Salisbury Bank and Trust Company (the "Bank"),  its wholly-owned  subsidiary and
the Bank"s subsidiary, S.B.T. Realty, Inc. The consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principals
for interim  financial  information and with the  instructions to SEC Form 10-Q.
Accordingly,  they do not include all the information and footnotes  required by
generally accepted accounting principals for complete financial statements.  All
significant  intercompany  accounts and transactions have been eliminated in the
consolidation. These financial statements reflect, in the opinion of Management,
all adjustments,  consisting of only normal recurring adjustments, necessary for
a fair presentation of the Company"s  financial  position and the results of its
operations and its cash flows for the periods  presented.  Operating results for
the three  months  ended March 31, 2000 are not  necessarily  indicative  of the
results  that may be  expected  for the year ending  December  31,  2000.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company"s 1999 Annual Report on Form 10-K.

NOTE 2 -COMPREHENSIVE INCOME

Effective  January 1, 1998,  the Company  adopted the  provision of Statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive  Income" (SFAS
130). SFAS 130  establishes  standards for disclosure of  comprehensive  income,
which includes net income and any changes in equity from non-owner  sources that
are not recorded in the income  statement (such as changes in the net unrealized
gains (losses) on securities).  The purpose of reporting comprehensive income is
to  report a measure  of all  changes  in equity  that  result  from  recognized
transactions  and other  economic  events of the period other than  transactions
with  owners in their  capacity  as owners.  The  Company"s  one source of other
comprehensive income is the net unrealized loss (gain) on securities.

Comprehensive Income
                                                     Three months ended
                                                          March 31,
                                                       2000        1999
                                                       ----        ----

Net income                                             $713        $637
Net unrealized (losses) gains
 on securities during period                          (  49)       (322)
                                                       ------      -----
Comprehensive income                                    $664        $315
                                                        ====        ====

                                       11
<PAGE>

NOTE 3 - COMPUTATION OF EARNINGS PER SHARE

The Company has computed and presented  earnings per share ("EPS") in accordance
with Statement of Financial Accounting Standards No. 128.  Reconciliation of the
numerators and the  denominators of the basic and diluted per share  computation
for net income are as follows:
<TABLE>
<CAPTION>
                                                                 (Dollars in thousands, except per share data)
                                                                                   (unaudited)


                                                                    Income             Shares          Per-Share
                                                                 (Numerator)       (Denominator)         Amount
                                                                 -----------        ------------         ------
<S>                                                                  <C>                 <C>           <C>
Three months ended March 31, 2000
   Basic EPS
      Net income and income available to common stockholders         $ 713               1,501         $     .48
      Effect of dilutive securities, options                                                 0
                                                                     -----              ------
   Diluted EPS
      Income available to common stockholders and assumed
         conversions                                                 $ 713               1,501         $     .48
                                                                     =====               =====         =========

Three months ended March 31, 1999
   Basic EPS
      Net income and income available to common stockholders         $ 637               1,510         $     .42
      Effect of dilutive securities, options                                                16
                                                                     -----              ------
   Diluted EPS
      Income available to common stockholders and assumed
         conversions                                                 $ 637               1,526         $     .42
                                                                     =====               =====         =========
</TABLE>

                                       12
<PAGE>




                         Part I - FINANCIAL INFORMATION

            Item 2. Management"s Discussion and Analysis of Financial
                       Condition and Results of Operations



                                       13

<PAGE>

Overview:

Salisbury  Bancorp,  Inc. (the  "Company"),  a Connecticut  corporation,  is the
holding  company for  Salisbury  Bank and Trust  Company,  (the "Bank") which is
headquartered  in Lakeville,  Connecticut.  The Company's sole subsidiary is the
Bank,  which has a full service Trust Department and offers  commercial  banking
products  and  services  through  three  full  service  offices  in the towns of
Lakeville, Salisbury and Sharon, Connecticut.

The following is Management's  discussion of the financial condition and results
of operations on a consolidated basis of Salisbury Bancorp,  Inc. which includes
the accounts of Salisbury Bank and Trust Company. Management's discussion should
be read in conjunction with Salisbury Bancorp, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1999.

During the first quarter of 2000, the Company reported net income of $713,000 or
$.48 per diluted  share.  This  represents an increase of 11.93% when  comparing
first quarter 1999 earnings of $637,000 or $.42 per diluted share.  The increase
in earnings is the result of growth in interest income. Earning assets increased
as total assets  increased 9.22% to $224,005,000 at March 31, 2000 compared to $
205,091,000 at March 31, 1999. Of this $18,914,000  growth,  $8,620,000 occurred
during the first  calendar  quarter of 2000.  However,  the growth  reflects the
increased  utilization  of  borrowings  from  the  Federal  Home  Loan  Bank and
corresponding growth of the securities  investment  portfolio.  During the first
quarter of 2000, both the volume of net loans and deposits  decreased  slightly.
Despite the slight contraction of the loan portfolio and deposits, Management is
generally  pleased with the  continuing  progress made by the Company during the
first  quarter  of 2000 as  improvements  in  earnings  and asset  quality  have
resulted in an  increase in both  earnings  per share and  dividends  per share.
Continued  prudent  management  is  essential  to  maintaining  the  quality and
sustainability  of  the  Company's  earnings.  In  order  to  provide  a  strong
foundation for building shareholder value and serving our customers, the Company
remains  committed  to  investing  in  the  technological  and  human  resources
necessary to developing new personalized financial products and services to meet
the needs of its customers.

The Company's  risk-based  ratios,  which include the  risk-weighted  assets and
capital of Salisbury  Bank and Trust  Company were 20.58% for Tier 1 capital and
21.71% for Total capital at March 31, 2000. The Leverage ratio was 9.61%.  These
ratios  substantially  exceeded the regulatory  minimums for "well  capitalized"
bank holding companies

As a result of the  Company's  financial  performance,  the  Board of  Directors
declared a quarterly cash dividend of $.13 per common share.  This compares to a
$.12 per share cash dividend from a year ago, an increase of 8.33%.

                        THREE MONTHS ENDED MARCH 31,2000
                AS COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

Results of Operations
Net Interest Income

The Company's  earnings are  primarily  dependent  upon net interest  income and
noninterest  income from its  community  banking  operations  with net  interest
income being the largest  component of the Company's  revenue.  Net interest and
dividend income is the difference  between  interest and dividends earned on the
loan and  investment  portfolio  and interest paid on deposits and advances from
the Federal Home Loan Bank.  Noninterest  income is  primarily  derived from the
Trust  Department and from service charges and other fees related to deposit and
loan accounts.  For the following discussion,  interest income is presented on a
fully  taxable-equivalent  ("FTE") basis. FTE interest income restates  reported
interest  income on tax exempt loans and  securities  as if such  interest  were
taxed at the Company's federal income tax rate of 34% for all periods presented.


                                       14
<PAGE>
(amounts in thousands)
Three months ended March 31                           2000              1999
                                                    ---------------------------

Interest Income                                      $ 3,980          $ 3,487
(financial statements)
Tax Equivalent Adjustment                                 84               64
     Total interest income (on an FTE basis)           4,064            3,551
Interest Expense                                      (1,939)          (1,632)
                                                     -------          -------
Net Interest Income-FTE                              $ 2,125          $ 1,919
                                                     =======          =======

Competition in the Company's market area continues to be aggressive,  especially
in the area of home financing demands.  However,  the residential loan portfolio
increased  $6,089,000 or 7.59% when  comparing  March 31,2000 to March  31,1999.
This increase coupled with a rising rate environment has resulted in an increase
in interest  and fees on loans of $105,000 or 4.49%.  Interest and fees on loans
for the three months  ended March 31, 2000  amounted to  $2,442,000  as compared
with  $2,337,000  for the  comparable  period in 1999.  However,  primarily as a
result of the increases in interest rates, the size of the Bank's loan portfolio
decreased  slightly during the first calendar quarter of 2000; from $124,313,000
at December 31, 1999 to $122,831,000 at March 31, 2000. The primary  increase in
interest income is a reflection of the increase in the securities portfolio from
December  31,1999  to March 31,  2000 of  $7,896,000  or  10.16%.  Interest  and
dividends on securities  amounted to $1,622,000 for the three month period ended
March 31, 2000 as compared  with  $1,214,000  for the same period in 1999.  This
increase of $408,000 or 33.61% is  primarily  the result of the  increase in the
size of the securities portfolio.

During the first  quarter of 2000,  interest  expense on  deposits  amounted  to
$1,223,000  as  compared  with  $1,194,000  for the same  period  in 1999.  This
increase of 2.43% or $29,000  represented  a small  component of the increase in
total interest expense.  Interest on Federal Home Loan Bank advances represented
the most  significant  increase in such expenses in comparing the results of the
first  calendar  quarters of 2000 and 1999.  Interest on Federal  Home Loan Bank
advances increased $278,000 or 63.47% for the first quarter of 2000,  reflecting
the Bank's increased  utilization of advances from the Federal Home Loan Bank as
a component of its funding strategy. Such advances increased from $30,741,000 at
March 31, 1999 to  $39,712,000 at December 31, 1999, to $48,381,000 at March 31,
2000. Total interest expense increased 18.81% and amounted to $1,939,000 for the
first quarter of 2000 as compared with $1,632,000 for the first calendar quarter
1999.

As a result,  net interest and dividend  income  amounted to $2,125,000  for the
three  months  ended  March 31, 2000 as compared  with  $1,919,000  for the same
period in 1999.  This increase of $206,000  represents a 10.73%  increase of net
interest income on a fully taxable equivalent basis.

Noninterest Income

Noninterest  income totaled  $440,000 for the quarter ended March 31, 2000. This
compares to $477,000  for the  comparable  quarter in 1999.  A decrease in Trust
Department  income of $57,000 accounts for most of the decrease.  The department
continues  to grow;  however  the  timing of estate  settlement  fees taken into
income is somewhat difficult to predict. There were more in the first quarter of
1999 than in the first  quarter of 2000.  Service  charges and other income have
increased to $197,000 which represents an increase of 11.30%.  This is primarily
the result of an increase of transactions from deposit accounts.

                                       15
<PAGE>


Noninterest Expense

Noninterest  expense  amounted to $1,333,000 for the first quarter of 2000. This
is an $18,000 increase or 1.37% over the $1,315,000 reported for the same period
of 1999.  Salaries and employee benefits increased  $111,000 or 16.40%.  This is
primarily  due to salary  increases  and  increased  cost in employee  benefits.
Occupancy  expense  decreased $8,000 to $63,000 during the first quarter of 2000
compared to the corresponding  period in 1999. This reduction is a reflection of
a mild winter compared to the previous year.  Equipment expense decreased $9,000
to  $109,000.  Preparations  for Y2K during 1999  included  some  upgrading  and
preventative  attention to equipment  that would have been part of the Company's
first quarter  maintenance  program.  On a combined basis, the aggregate of data
processing,  legal, and all other expenses  decreased 16.93% to $373,000 for the
first quarter of 2000  compared to $449,000 for the first quarter of 1999.  This
is  a  reflection  of  management's  continuing  efforts  to  control  operating
expenses.

Income Taxes

The first quarter 2000 income tax  provision was $405,000  compared to $ 350,000
for the same  quarter of 1999.  This  increase  reflects  an increase in taxable
income.

                               Financial Condition

Total assets at March 31, 2000 were $224,005,000, an increase of $8,620,000 from
$215,385,000  at  December  31,  1999.  This is the  result  of an  increase  in
investments  that was funded by an increase in Federal  Home Loan Bank  advances
during the first quarter of the year.  When comparing  total assets at March 31,
2000 to total  assets at March 31, 1999,  there is an increase of $  18,914,000.
This growth was funded by both an increase in deposits as well as an increase in
advances from the Federal Home Loan Bank. This growth in assets has enhanced the
earnings opportunities for the Company.

Loans

Competition  for loans,  especially  residential  mortgage  loans,  remains very
aggressive  in the market  area of the  Company.  Loan  demand  during the first
quarter  of  2000  was not  strong  and as a  result,  total  loans  outstanding
decreased  $1,495,000  or 1.19% since  December  31,1999.  Recently  the Company
expanded  its menu of  mortgage  products  as efforts  continue  to develop  new
lending business.

Provisions and Allowance for Loan Losses

The Company's  allowance for loan losses represents  amounts available to absorb
potential losses in the existing portfolio.  Management continually assesses the
adequacy  of the  allowance  in response  to current  and  anticipated  economic
conditions,  specific problem loans,  historical net charge offs and the overall
risk profile of the loan  portfolio.  A $30,000  provision to the  allowance for
possible loan losses was made during the first quarter of 2000,  the same as the
first quarter of 1999.  Nonaccrual loans were $316,000 at March 31,2000 compared
to  $473,000  at  December  31,1999 a decrease  of 49.50%  Approximately  58% of
nonaccrual loans are secured by 1-4 family residential properties. Loans 90 days
past due and still  accruing have  increased to $116,000 at the end of the first
quarter compared to $ 10,000 at year end 1999. Management believes this to be an
isolated   situation  and  does  not  represent  any  trend  towards   increased
delinquency of loans. Restructured loans remained unchanged at $12,000.

A total of  $53,000 in loans was  charged  off by the  Company  during the first
quarter of 2000 as  compared  to $37,000  charged  off during the  corresponding
period in 1999. These charge-offs  consisted primarily of loans to consumers.  A
total of  $10,000  of  previously  charged  off loans was  recovered  during the
quarter ended March 31, 2000 compared to $5000 in 1999.

                                       16
<PAGE>

At March 31, 2000,  the  allowance for loan losses was  $1,147,000  representing
 .90% of  gross  loans  as  compared  to  $1,160,000  or  .90% of gross  loans at
December 31,1999.  Determining the proper level of allowance requires management
to make estimates using  assumptions and information  which is often  subjective
and  changing.  In  management's  judgement,  the  allowance  for loan losses is
adequate.

Securities

As of March  31,  2000,  the  securities  portfolio  totaled  $85,640,000.  This
represents  an increase of  $7,896,000 or 10.16% from December 31, 1999 when the
portfolio  totaled  $77,744,000.   Presently,   $486,000  of  the  portfolio  is
classified  as held-to-  maturity with the balance of the  securities  portfolio
being  classified as  available-for-sale.  The net unrealized loss on securities
available-for-sale,  net of tax effect  totaled  $(1,884,000)  at March  31,2000
compared to $(1,835,000) at December  31,1999.  This decrease is attributable to
continuing movement in interest rates and activity in the securities markets.

Deposits

Total deposits,  which constitute the principal  funding source of the Company's
assets have remained  consistent  during the first quarter of 2000 when compared
to year end 1999.  The slight  decrease is believed to reflect the seasonal cash
flows of the Company's deposit customers.

Borrowings

As  reported  previously,  the Company  uses  arbitrage  to generate  additional
interest  income.  Funds are  borrowed  from the Federal Home Loan Bank and then
invested at a rate of return higher than the borrowing  cost. At March 31, 2000,
total  borrowings had increased $ 8,669,000 since December 31, 1999.  Management
expects  that it will  continue  to employ  this type of  arbitrage  designed to
provide funds to grow interest earning assets.

Capital

At March 31, 2000, the Company had $20,217,000 in shareholder equity compared to
$19,895,000  at  December  31,1999,  which  represents  an  increase of $322,000
or1.62%.  The change in capital accounts resulted from first quarter earnings of
$713,000,  an increase of $49,000 in the adjustment  for net unrealized  holding
losses on securities,  a quarterly  dividend declared of $195,000 and a decrease
in equity of $147,000 resulting from the stock buy back program.  Since November
1998,  when the Company  announced a stock  repurchase  program to acquire up to
approximately  10% of its outstanding  common stock, the Company has repurchased
63,229 shares, which represents approximately 4%.

The  various  capital  ratios of the  Company  at March 31,  2000 and 1999 were:
(unaudited)

                                    March 31, 2000            March 31, 1999
                                    --------------            --------------

Total Risk-Based Capital                21.71%                     21.56%
Tier 1 Risk-Based Capital               20.58%                     20.27%
Leverage ratio                           9.61%                      9.86%

The capital  ratios of the Company and Bank are adequate to continue to meet the
foreseeable capital needs of the institution.  Prudent and effective utilization
of capital  resources is likely to result in continued  growth of the  Company's
base  earning  assets  and  result in  additional  repurchases  of common  stock
designed to improve returns on equity and per share earnings performance.

                                       17
<PAGE>

Liquidity

The Bank's  assets and  liabilities  are  managed in  accordance  with  policies
established  and  reviewed  by  the  Bank's  Board  of  Directors.   The  Bank's
Asset/Liability  Management  Committee  implements and monitors  compliance with
these policies  regarding the Bank's asset liability  management  practices with
regard to interest  rate risk,  liquidity  and  capital.  Interest  rate risk is
defined  as the  sensitivity  of the  Company's  income  to short  and long term
changes in  interest  rates.  One of the  primary  financial  objectives  of the
Company is to manage its interest rate risk and control the  sensitivity  of the
Company's  earnings to changes in interest  rates in order to prudently  improve
net interest  income and interest  rate  margins and manage the  maturities  and
interest rate sensitivities of assets and liabilities.  One method of monitoring
interest rate risk is a gap analysis which  identifies the  differences  between
the  amount of assets  and the  amount of  liabilities  which  mature or reprice
during  specific  time  frames  and the  potential  effect on  earnings  of such
maturities or repricing opportunities.  Model simulation is used to evaluate the
impact on earnings of potential changes in interest rates.  "Rate shock" is also
used to measure  earnings  volatility  due to immediate  increase or decrease in
market rates up to 200 basis points.  At March  31,2000 the  Company's  interest
rate  position  was  slightly  asset  sensitive  which  would  tend to result in
increased earnings should interest rates rise.

Forward Looking Statements

Certain statements contained in this quarterly report, including those contained
in  Management's  Discussion and Analysis of Financial  Condition and Results of
Operations and elsewhere,  are forward looking  statements within the meaning of
the Private  Securities  Litigation Reform Act of 1995 and are thus prospective.
Such forward looking  statements are subject to risks,  uncertainties  and other
factores  which  could cause  actual  results to differ  materially  from future
results expressed or implied by such statements.  Such factors include,  but are
not limited to changes in interest rates, regulation,  competition and the local
and regional economy.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The main  components  of market  risk for the  Company  are equity  price  risk,
interest risk and liquidity  risk. The Company's stock is traded on the American
Stock  Exchange  and as a result the market price of its common stock may change
with market movements. The Company manages interest rate risk and liquidity risk
through an ALCO Committee  comprised of outside Directors and senior management.
The committee monitors compliance with the Bank's  Asset/Liability  Policy which
provides  guidelines to analyze and manage gap which is the  difference  between
the amount of assets  and the  amounts of  liabilities  which  mature or reprice
during  specific  time  frames.  Model  simulation  is used to measure  earnings
volatility under both rising and falling rate scenarios.  The Company's interest
rate risk and  liquidity  position has not  significantly  changed from year end
1999.

                                       18
<PAGE>



                           Part II - OTHER INFORMATION

Item 1. - Legal Proceedings-Not applicable

Item 2. - Changes in Securities and Use of Proceeds-Not applicable

Item 3. - Defaults Upon Senior Securities-Not applicable

Item 4. - Submission of Matters to a Vote of Security Holders-Not applicable

Item 5. - Other Information-Not applicable

Item 6. - Exhibits and Reports on Form 8-K

A.       Exhibits: Exhibit 27-Financial Data Schedule
B.       Reports on Form 8-K

         The  Company  filed a Form  8-K on  March 1,  2000 to  report  that the
         Company's Board of Directors declared a quarterly cash dividend of $.13
         per share to be paid on April 28, 2000 to  shareholders of record as of
         March 31, 2000.


                                       19
<PAGE>



                             SALISBURY BANCORP, INC.

         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.

         Date: May 11, 2000          by:   /s/ John F. Perotti
                                           ------------------------
                                           John F. Perotti
                                           President/Chief Executive Officer

         Date: May 11, 2000          by:   /s/ John F. Foley
                                           ---------------------
                                           John F. Foley
                                           Chief Financial Officer



                                       20


<TABLE> <S> <C>

<ARTICLE>                                        9
<MULTIPLIER>                                 1,000

<S>                                            <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                      DEC-31-2000
<PERIOD-START>                         JAN-01-2000
<PERIOD-END>                           MAR-31-2000
<CASH>                                       6,418
<INT-BEARING-DEPOSITS>                         272
<FED-FUNDS-SOLD>                             2,855
<TRADING-ASSETS>                                 0
<INVESTMENTS-HELD-FOR-SALE>                 85,666
<INVESTMENTS-CARRYING>                         489
<INVESTMENTS-MARKET>                           475
<LOANS>                                    123,978
<ALLOWANCE>                                  1,147
<TOTAL-ASSETS>                             224,005
<DEPOSITS>                                 153,827
<SHORT-TERM>                                10,000
<LIABILITIES-OTHER>                          1,580
<LONG-TERM>                                 38,381
                            0
                                      0
<COMMON>                                       150
<OTHER-SE>                                  20,067
<TOTAL-LIABILITIES-AND-EQUITY>               1,580
<INTEREST-LOAN>                              2,442
<INTEREST-INVEST>                            1,437
<INTEREST-OTHER>                               101
<INTEREST-TOTAL>                              3980
<INTEREST-DEPOSIT>                           1,223
<INTEREST-EXPENSE>                           1,939
<INTEREST-INCOME-NET>                        2,041
<LOAN-LOSSES>                                   30
<SECURITIES-GAINS>                               0
<EXPENSE-OTHER>                              1,333
<INCOME-PRETAX>                              1,118
<INCOME-PRE-EXTRAORDINARY>                   1,118
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                   713
<EPS-BASIC>                                    .48
<EPS-DILUTED>                                  .48
<YIELD-ACTUAL>                                7.11
<LOANS-NON>                                    316
<LOANS-PAST>                                   116
<LOANS-TROUBLED>                                12
<LOANS-PROBLEM>                                  0
<ALLOWANCE-OPEN>                              1160
<CHARGE-OFFS>                                   53
<RECOVERIES>                                    10
<ALLOWANCE-CLOSE>                            1,147
<ALLOWANCE-DOMESTIC>                         1,147
<ALLOWANCE-FOREIGN>                              0
<ALLOWANCE-UNALLOCATED>                          0


</TABLE>


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