SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

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

 

For the quarterly period ended March 31,June 30, 2012

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 0-24751

SALISBURY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut000-2475106-1514263
(State orof other jurisdiction of incorporation) (I.R.S.Commission File Number)(IRS Employer
of incorporation or organization)Identification No.)

5 Bissell Street, Lakeville, Connecticut                             06039

(Address of principal executive offices)                                  (Zip Code)

5 Bissell Street, Lakeville, CT06039
Registrant’s telephone number, including area code:(860) 435-9801
(Address of principal executive offices)Former name or former address, if changed since last report)
(Zip code)

(860) 435-9801

(Registrant's telephone number, including area code)

 

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.

Yesý Noo

 

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 and post such files).

Yesý Noo

 

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

 

Large accelerated filero Accelerated filero Non-accelerated filero Smaller reporting companyý

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noý

 

The number of shares of Common Stock outstanding as of May 10,August 14, 2012 is 1,688,731.1,689,691.

 

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TABLE OF CONTENTS

 

  Page
   
 PART I FINANCIAL INFORMATION 
   
Item 1.Financial Statements (unaudited): 
 
Consolidated Balance Sheets as of March 31,June 30, 2012 and December 31, 20113
 Consolidated Statements of Income for the three and six month periodperiods ended March 31,June 30, 2012 and 20114
 Consolidated Statements of Comprehensive Income for the three and six month periodperiods ended March 31,June 30, 2012 and 20115
 Consolidated Statements of Changes in Shareholders' Equity for the threesix month periodperiods ended March 31,June 30, 2012 and 20115
 Consolidated Statements of Cash Flows for the threesix month period ended March 31,June 30, 2012 and 20116
 Notes to Consolidated Financial Statements7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations22
23
Item 3.Quantitative and Qualitative Disclosures of Market Risk35
39
Item 4.Controls and Procedures3741
   
 PART II OTHER INFORMATION 
   
Item 1.Legal Proceedings3741
Item 1A.Risk Factors3842
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3842
Item 3.Defaults upon Senior Securities3842
Item 4.Mine Safety Disclosures3842
Item 5.Other Information3842
Item 6.Exhibits3842

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Table of Contents

PART I - FINANCIAL INFORMATION

 

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except share data) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
ASSETS         
Cash and due from banks $4,783  $4,829 $             6,917$             4,829 
Interest bearing demand deposits with other banks  33,540   32,057 37,05832,057 
Total cash and cash equivalents  38,323   36,886 43,97536,886 
Securities         
Available-for-sale at fair value  145,919   155,794 135,662155,794 
Held-to-maturity at amortized cost (fair value: $ - and $52)     50 -50 
Federal Home Loan Bank of Boston stock at cost  5,747   6,032 5,7476,032 
Loans held-for-sale  1,308   948 3,155948 
Loans receivable, net (allowance for loan losses: $4,166 and $4,076)  371,709   370,766 
Loans receivable, net (allowance for loan losses: $4,208 and $4,076)377,212370,766 
Other real estate owned     2,744 -2,744 
Bank premises and equipment, net  11,861   12,023 11,72512,023 
Goodwill  9,829   9,829 9,8299,829 
Intangible assets (net of accumulated amortization: $1,579 and $1,523)  964   1,020 
Intangible assets (net of accumulated amortization: $1,635 and $1,523)9091,020 
Accrued interest receivable  2,789   2,126 2,6522,126 
Cash surrender value of life insurance policies  7,104   7,037 7,1727,037 
Deferred taxes  579   829 367829 
Other assets  2,818   3,200  2,452 3,200 
Total Assets $598,950  $609,284 $         600,857$         609,284 
LIABILITIES and SHAREHOLDERS' EQUITY         
Deposits         
Demand (non-interest bearing) $88,588  $82,202 $           87,615$           82,202 
Demand (interest bearing)  64,563   66,332 62,72866,332 
Money market  119,944   124,566 130,976124,566 
Savings and other  98,232   94,503 97,14794,503 
Certificates of deposit  101,359   103,703 99,444103,703 
Total deposits  472,686   471,306 477,910471,306 
Repurchase agreements  10,359   12,148 6,18112,148 
Federal Home Loan Bank of Boston advances  43,207   54,615 42,80154,615 
Accrued interest and other liabilities  4,631   4,353 4,8394,353 
Total Liabilities  530,883   542,422 531,731542,422 
Commitments and contingencies      -
Shareholders' Equity         
Preferred stock - $.01 per share par value         
Authorized: 25,000; Issued: 16,000 (Series B);         
Liquidation preference: $1,000 per share  16,000   16,000 16,00016,000 
Common stock - $.10 per share par value         
Authorized: 3,000,000;         
Issued: 1,688,731 and 1,688,731  169   169 
Issued: 1,689,691 and 1,688,731169169 
Paid-in capital  13,134   13,134 13,15813,134 
Retained earnings  38,958   38,264 39,55438,264 
Accumulated other comprehensive loss, net  (194)  (705)
Accumulated other comprehensive income (loss), net   245   (705)
Total Shareholders' Equity  68,067   66,862 69,12666,862 
Total Liabilities and Shareholders' Equity $598,950  $609,284 $         600,857$         609,284 

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Table of Contents

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

 Three months ended Three months endedSix months ended
Periods ended March 31, (in thousands except per share amounts) unaudited 2012 2011 
Periods ended June 30, (in thousands except per share amounts) unaudited2012201120122011
Interest and dividend income            
Interest and fees on loans $4,595  $4,664 $        4,582 $     4,695 $        9,178 $        9,359 
Interest on debt securities         
Taxable  716   783 659 733 1,375 1,516 
Tax exempt  534   554 510 554 1,044 1,108 
Other interest and dividends  13   38     15     38     27     75 
Total interest and dividend income  5,858   6,039 5,766 6,020 11,624 12,058 
Interest expense         
Deposits  667   871 623 829 1,290 1,700 
Repurchase agreements  13   15 12 19 27 
Federal Home Loan Bank of Boston advances  495   646 451 562 946 1,207 
Total interest expense  1,175   1,532 1,080 1,403 2,255 2,934 
Net interest and dividend income  4,683   4,507 4,686 4,617 9,369 9,124 
Provision for loan losses  180   330 180 350 360 680 
Net interest and dividend income after provision for loan losses  4,503   4,177 4,506 4,267 9,009 8,444 
Non-interest income         
Trust and wealth advisory  755   667 735 596 1,490 1,263 
Service charges and fees  521   499 547 522 1,068 1,022 
Gains on sales of mortgage loans, net  372   133 263 59 635 192 
Mortgage servicing, net  (84)  32 (5)(89)26 
Gains on securities, net  12   11 267 279 11 
Other  83   59 83 58 166 117 
Total non-interest income  1,659   1,401 1,890 1,230 3,549 2,631 
Non-interest expense         
Salaries  1,710   1,729 1,748 1,657 3,458 3,386 
Employee benefits(1)  690   634 957  650 1,647 1,283 
Premises and equipment  605   583 591 568 1,196 1,151 
Data processing  402   377 418 285 821 662 
Professional fees  313   280 303 300 616 577 
Collections and OREO(2)  111   126 356 243 467 367 
FDIC insurance  128   223 119 182 247 405 
Marketing and community support  87   68 87 92 175 160 
Amortization of intangibles  56   56 56 111 
Other  398   348 390 399 788 754 
Total non-interest expense  4,500   4,424 5,025 4,432 9,526 8,856 
Income before income taxes  1,662   1,154 1,371 1,065 3,032 2,219 
Income tax provision  412   211 254 183 666 394 
Net income $1,250  $943 $        1,117 $        882 $        2,366 $        1,825 
Net income available to common shareholders $1,167  $828 $        1,069 $        766 $        2,234 $        1,594 
         
Basic and diluted earnings per common share $0.69  $0.49 $          0.63 $       0.45$          1.32 $          0.94 
Common dividends per share  0.28   0.28 0.28 0.280.56 

(1)Included pension plan curtailment expense of $341,000 for the three and six month periods ended June 30, 2012.

(2)Included litigation expense of $294,000 and $340,000, respectively, for the three and six month periods ended June 30, 2012.

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Table of Contents

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

 Three months ended Three months endedSix months ended
Periods ended March 31, (in thousands) 2012 2011 
Periods ended June 30, (in thousands)2012201120122011
Net income $1,250  $943 $        1,117 $           882 $        2,366 $        1,825 
Other comprehensive income         
Net unrealized gains on securities available-for-sale  725   837 495 2,762 1,219 3,600 
Reclassification of net realized gains in net income  12   11 267 279 11 
Unrealized gains on securities available-for-sale  737   848 762 2,762 1,498 3,611 
Income tax benefit (expense)  (259)(939)(509)(1,228)
Unrealized gains on securities available-for-sale, net of tax503 1,823 989 2,383 
Pension plan (loss) income(96)17 (59)33 
Income tax expense  (250)  (288)33 (6)20 (11)
Unrealized gains on securities available-for-sale, net of tax  487   560 
Pension plan income  36   17 
Income tax expense  (12)  (6)
Pension plan income, net of tax  24   11 
Pension plan (loss) income, net of tax(63)11 (39)22 
Other comprehensive income, net of tax  511   571 440 1,834 950 2,405 
Comprehensive income $1,761  $1,514 $        1,557 $        2,716 $        3,316 $        4,230 

 

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)

 Common Stock Preferred   Paid-in Retained Accumulated
other comp-
 Total
share-holders'
 
(dollars in thousands) unauditedCommon StockPreferred StockWarrants

Paid-in

capital

Retained earnings

Accumulated

other comp-

rehensive income (loss)

Total

share-holders' equity

 Shares Amount Stock Warrants capital earnings rehensive loss equity SharesAmount
Balances at December 31, 2010  1,687,661  $168  $8,738  $112  $13,200  $36,567  $(3,769) $55,016 1,687,661$    168$    8,738$    112$13,200$  36,567 $       (3,769)$ 55,016 
Net income for period                 943      943 -          - -1,825 1,825 
Other comprehensive income, net of tax                    571   571 --2,405     2,405 
Total comprehensive income                              1,514 
Amortization (accretion) of preferred stock        5         (5)      -11-(11)
Common stock dividends paid                 (472)     (472)-(945)(945)
Preferred stock dividends paid                 (110)     (110)
Balances March 31, 2011  1,687,661  $168  $8,743  $112  $13,200  $36,923  $(3,198) $55,948 
Preferred stock dividends declared-(220)(220)
Issuance of common stock for director fees1,0701-2728 
Balances June 30, 2011 1,688,731$    169 $     8,749$    112 $13,227$  37,216 $       (1,364)$ 58,109 
Balances at December 31, 2011  1,688,731  $169  $16,000  $  $13,134  $38,264  $(705) $66,862 1,688,731$    169$   16,000$          -$13,134$  38,264 $          (705)$ 66,862 
Net income for year                 1,250      1,250 
Net income for period--            --2,366 2,366 
Other comprehensive income, net of tax                    511   511 --            --950 
Total comprehensive income                              1,761 
Common stock dividends declared                 (473)     (473)
Common stock dividends paid              --            --(946)(946)
Preferred stock dividends declared                 (83)     (83)--(130)(130)
Balances at March 31, 2012  1,688,731  $169  $16,000  $  $13,134  $38,958  $(194) $68,067 
Issuance of common stock for director fees             960-            -24-24 
Balances at June 30, 2012 1,689,691$    169$   16,000$        -$13,158$  39,554 $            245 $ 69,126 

 

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Table of Contents

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Three months ended March 31, (in thousands) unaudited 2012  2011 
Operating Activities      
Net income $1,250  $943 
Adjustments to reconcile net income to net cash provided by operating activities:        
   (Accretion), amortization and depreciation        
       Securities  181   62 
       Bank premises and equipment  225   206 
       Core deposit intangible  56   56 
       Mortgage servicing rights  77   58 
       Fair value adjustment on loans  8   11 
Gains on calls of securities available-for-sale  (12)  (11)
Write down of other real estate owned     57 
Losses on sale/disposals of premises and equipment  (1)   
Loss recognized on other real estate owned  (1)   
   Provision for loan losses  180   330 
   (Increase) decrease in loans held-for-sale  (360)  998 
   Decrease (increase) in deferred loan origination fees and costs, net  6   (57)
   Mortgage servicing rights originated  (180)  (77)
   Increase (decrease) in mortgage servicing rights impairment reserve  92   (2)
   (Increase) decrease in interest receivable  (663)  130 
   Deferred tax benefit  (13)  (14)
   (Increase) decrease in prepaid expenses  (1)  73 
   Increase in cash surrender value of life insurance policies  (67)  (39)
   Decrease in income tax receivable  389   224 
   Decrease in other assets  6   25 
   Decrease in accrued expenses  300   537 
   Decrease in interest payable  (30)  (101)
   Increase (decrease) in other liabilities  16   (143)
       Net cash provided by operating activities  1,458   3,266 
Investing Activities        
Redemption of Federal Home Loan Bank stock  285    
Proceeds from calls of securities available-for-sale  3,820   22,997 
Proceeds from maturities of securities available-for-sale  6,623    
Proceeds from maturities of securities held-to-maturity  50   1 
Loan originations and principle collections, net  (147)  (9,394)
Recoveries of loans previously charged-off  10   7 
Proceeds from sale of other real estate owned  1,744    
Capital expenditures  (54)  (327)
        Net cash provided by investing activities  12,331   13,284 
Financing Activities        
Increase in deposit transaction accounts, net  3,725   32,640 
Decrease in time deposits, net  (2,345)  (10,550)
Decrease in securities sold under agreements to repurchase, net  (1,789)  (4,949)
Principal payments on Federal Home Loan Bank of Boston advances  (11,408)  (16,925)
Common stock dividends paid  (473)  (473)
Preferred stock dividends paid  (62)  (110)
       Net cash provided by financing activities  (12,352)  (367)
Net increase in cash and cash equivalents  1,437   16,183 
Cash and cash equivalents, beginning of period  36,886   26,908 
Cash and cash equivalents, end of period $38,323  $43,091 
Cash paid during period        
   Interest $1,205  $633 
   Income taxes  788   449 
Non-cash transfers        
Transfer from loans to other real estate owned     314 
From other real estate owned to loans  1,000    

Six months ended June 30, (in thousands) unaudited20122011
Operating Activities  
Net income$           2,366 $           1,825 
Adjustments to reconcile net income to net cash provided by operating activities:  
    (Accretion), amortization and depreciation  
        Securities323 163 
        Bank premises and equipment447 414 
        Core deposit intangible111 111 
        Mortgage servicing rights163 114 
        Fair value adjustment on loans17 22 
  Gains on calls of securities available-for-sale(12)(11)
  Gains on sales of securities available-for-sale(267)
   Loss on sale/disposals of premises and equipment
   Gain recognized on other real estate owned(1)
   Write down of other real estate owned163 
   Provision for loan losses360 680 
(Increase) decrease in loans held-for-sale(2,207)1,038 
     Increase in deferred loan origination fees and costs, net(31)(116)
Mortgage servicing rights originated(308)(106)
Decrease in mortgage servicing rights impairment reserve102 15 
(Increase) decrease in interest receivable(526)45 
Deferred tax benefit(25)(27)
Decrease in prepaid expenses279 391 
Increase in cash surrender value of life insurance policies(135)(80)
Decrease in income tax receivable534 715 
(Increase) decrease in other assets(22)17 
Increase (decrease) in accrued expenses446 (28)
Decrease in interest payable(56)(128)
Increase (decrease) in other liabilities50 (613)
Issuance of shares for directors’ fee24 27 
        Net cash provided by operating activities1,633 4,631 
Investing Activities  
Proceeds from maturities of interest-bearing time deposits5,000 
Purchases of securities available-for-sale(15,034)
Redemption of Federal Home Loan Bank stock285 
Proceeds from calls of securities available-for-sale7,148 19,000 
Proceeds from maturities of securities available-for-sale11,672 7,507 
Proceeds from sale of securities available-for-sale2,767 
Proceeds from maturities of securities held-to-maturity50 
Loan originations and principle collections, net(5,821)(13,326)
Recoveries of loans previously charged-off29 22 
Proceeds from sale of other real estate owned1,745 308 
Capital expenditures(150)(467)
         Net cash provided by investing activities             17,725                3,013 
Financing Activities  
Increase in deposit transaction accounts, net             10,863              44,058 
Decrease in time deposits, net(4,259)(15,318)
Decrease in securities sold under agreements to repurchase, net(5,967)(831)
Principal payments on Federal Home Loan Bank of Boston advances(11,814)(17,352)
Common stock dividends paid(946)(945)
Preferred stock dividends paid(146)(220)
        Net cash (used) provided by financing activities(12,269)9,392 
Net increase in cash and cash equivalents7,089 17,036 
Cash and cash equivalents, beginning of period36,886 26,908 
Cash and cash equivalents, end of period$         43,975 $         43,944 
Cash paid during period  
    Interest$            2,311 $            3,062 
      Income taxes1,175 449 
Non-cash transfers  
Transfer from loans to other real estate owned321 
Loans originated to finance the sale of other real estate owned1,000 

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Table of Contents

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 financial position of Salisbury and the statements of income, comprehensive income, shareholders’ equity and cash flows for the interim periods presented.

The financial statements have been prepared in accordance with generally accepted accounting principles. 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 loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for loan losses and valuation of real estate, management obtains independent appraisals for significant properties.

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,June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The accompanying condensed financial statements should be read in conjunction with the financial statements and notes thereto included in Salisbury's 2011 Annual Report on Form 10-K for the period ended December 31, 2011.

The allowance for loan losses is a significant accounting policy and is presented in the Notes to Consolidated Financial Statements and in Management’s Discussion and Analysis, which provide information on how significant assets are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective judgments, and as such could be most subject to revision as new information becomes available.

Impact of New Accounting Pronouncements Issued

In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. The amendments in this update defer those changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. All other requirements in ASU 2011-05 are not affected by this update. The amendments are effective during interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-12 did not have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities.” This ASU is to enhance current disclosures. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendments in this ASU are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of ASU 2011-11 is not expected to have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued ASU 2011-08, “Intangibles – Goodwill and Other”, an update to ASC 350, “Intangibles – Goodwill and Other.” ASU 2011-08 simplifies how entities, both public and nonpublic, test goodwill for impairment. The amendments in this update permit an entity to first assess qualitative factors to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. For public and nonpublic entities, the amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of ASU 2011-08 is not expected to have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” The objective of this ASU is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. Under this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. An entity is required to present each

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component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. An entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of ASU 2011-05 did not have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

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In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.” The amendments in this ASU explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

In April 2011, the FASB issued ASU 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” The objective of this ASU is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This ASU prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Early adoption is not permitted. The adoption of ASU 2011-03 did not have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” This ASU provides additional guidance or clarification to help creditors determine whether a restructuring constitutes a troubled debt restructuring. For public entities, the amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and were applied retrospectively to the beginning of the 2011 annual period. The adoption of ASU 2011-02 did not have a material impact on Salisbury’s consolidated financial position, results of operations or cash flows.

NOTE 2 - SECURITIES

The composition of securities is as follows:

(in thousands) Amortized
cost (1)
 Gross un-
realized gains
 Gross un-
realized losses
 Fair value 

Amortized

cost (1)

Gross un-

realized gains

Gross un-realized lossesFair value
March 31, 2012                
June 30, 2012 
Available-for-sale                 
U.S. Treasury notes $5,000  $450  $  $5,450 $           2,495$              252$                   - $           2,747
U.S. Government Agency notes  14,530   300      14,830 12,51928212,801
Municipal bonds  47,103   1,421   (826)  47,698 45,9021,774(512)47,164
Mortgage backed securities                 
U.S. Government Agencies  52,954   1,076   (1)  54,029 49,0721,412(1)50,483
Collateralized mortgage obligations                 
U.S. Government Agencies  6,590   50      6,640 6,134536,187
Non-agency  13,526   370   (236)  13,660 12,776377(282)12,871
SBA bonds  3,409   85      3,494 3,195713,266
Preferred Stock  20   98      118 20123143
Total securities available-for-sale $143,132  $3,850  $(1,063) $145,919 $       132,113$           4,344$            (795)$       135,662
Non-marketable securities                 
Federal Home Loan Bank of Boston stock $5,747  $  $  $5,747 $           5,747$                  -$                    - $           5,747

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(in thousands) Amortized
cost (1)
 Gross un-
realized gains
 Gross un-
realized losses
 Fair value 

Amortized

cost (1)

Gross un-

realized gains

Gross un-realized lossesFair value
December 31, 2011                 
Available-for-sale                 
U.S. Treasury notes $5,000  $528  $  $5,528 $           5,000$              528$                   - $           5,528
U.S. Government Agency notes  14,544   380      14,924 14,54438014,924
Municipal bonds  50,881   1,067   (1,152)  50,796 50,8811,067(1,152)50,796
Mortgage backed securities                 
U.S. Government Agencies  57,193   1,126   (19)  58,300 57,1931,126(19)58,300
Collateralized mortgage obligations                 
U.S. Government Agencies  7,077   76      7,153 7,077767,153
Non-agency  14,300   355   (488)  14,167 14,300355(488)14,167
SBA bonds  3,629   77      3,706 3,629773,706
Corporate bonds  1,100   4      1,104 1,10041,104
Preferred Stock  20   96      116 2096116
Total securities available-for-sale $153,744  $3,709  $(1,659) $155,794 $       153,744$           3,709$         (1,659)$       155,794
Held-to-maturity                 
Mortgage backed security $50  $2  $  $52 $                50$                  2$                   - $                52
Non-marketable securities                 
Federal Home Loan Bank of Boston stock $6,032  $  $  $6,032 $           6,032$                   -$                   - $           6,032

(1)Net of other-than-temporary impairment write-down recognized in earnings.

Salisbury sold a $2,500,000 Treasury bond available-for-sale during the six month period ended June 30, 2012. The gain recognized on this sale was $267,000. Salisbury did not sell any securities available-for-sale duringin the three month periodssix months ended March 31, 2012 andJune 30, 2011.

The following table summarizes, for all securities in an unrealized loss position, including debt securities for which a portion of other-than-temporary impairment has been recognized in other comprehensive income, the aggregate fair value and gross unrealized loss 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 
(in thousands) Fair
Value
 Unrealized 
losses
 Fair
value
 Unrealized 
losses
 Fair
value
 Unrealized
losses
 Less than 12 Months12 Months or LongerTotal
March 31, 2012                        

(in thousands)

Fair

Value

Unrealized  losses

Fair

value

Unrealized  losses

Fair

Value

Unrealized losses
      
Available-for-sale                         
Municipal Bonds $3,785  $38  $5,382  $788  $9,167  $826 
Municipal bonds$        -$           -$ 5,483$         512$ 5,483$        512
Mortgage backed securities  4,289      55   1   4,344   1 -541541
Collateralized mortgage obligations                         
Non-agency  1,598   21   1,080   53   2,678   74 -1,864841,86484
Total temporarily impaired securities  9,672   59   6,517   842   16,189   901 -7,4015977,401597
Other-than-temporarily impaired securities                         
Collateralized mortgage obligations                         
Non-agency  2,131   87   1,526   75   3,657   162 -3,5511983,551198
Total temporarily and other-than-temporarily impaired securities $11,803  $146  $8,043  $917  $19,846  $1,063 $        -$           -$10,952$         795$10,952$        795

Salisbury evaluates securities for Other Than Temporary Impairment (“OTTI”) where 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 OTTI 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 OTTI.

The following summarizes, by security type, the basis for evaluating if the applicable securities were OTTI at March 31,June 30, 2012.

U.S Government Agency notes, U.S. Government Agency mortgage-backed securities and U.S. Government Agency CMOs: The contractual cash flows are guaranteed by U.S. government agencies and U.S. government-sponsored enterprises. Changes in fair values are a function of changes in investment spreads and interest rate movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities. Furthermore, Salisbury does not intend to sell these securities and it is not more likely than not that Salisbury will be required to sell these securities before recovery of their cost basis, which may be maturity. Therefore, management does not consider these securities to be OTTI at March 31,June 30, 2012.

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Municipal bonds: Contractual cash flows are performing as expected. Salisbury purchased substantially all of these securities during 2006-to-2008 as bank qualified, insured, AAA rated general obligation or revenue bonds. Salisbury’s portfolio is mostly comprised of tax-exempt general obligation bonds or public-purpose revenue bonds for schools, municipal offices, sewer infrastructure and fire houses, for small towns and municipalities across the United States. In the wake of the financial crisis, most monoline bond insurers had their ratings downgraded or withdrawn because of excessive exposure to insurance for collateralized debt obligations. Where appropriate, Salisbury performs credit underwriting reviews of issuers, including some that have had their ratings withdrawn andor are insured by insurers that have had their ratings withdrawn, to assess default risk. For all completed reviews pass credit risk ratings have been assigned. Management expects to recover the entire amortized cost basis of these securities. Salisbury does not intend to sell these securities and it is not more likely than not that Salisbury will be required to sell these securities before recovery of their cost basis, which may be maturity. Management does not consider these securities to be OTTI at March 31,June 30, 2012.

Non-agency CMOs: Salisbury performed a detailed cash flow analysis of its non-agency CMOs at March 31,June 30, 2012 to assess whether any of the securities were OTTI. Salisbury uses first party provided cash flow forecasts of each security based on a variety of market driven assumptions and securitization terms, including prepayment speed, default or delinquency rate, and default severity for losses including interest, legal fees, property repairs, expenses and realtor fees, that, together with the loan amount are subtracted from collateral sales proceeds to determine severity. In 2009 Salisbury determined that five non-agency CMO securities reflected OTTI and recognized losses for deterioration in credit quality of $1,128,000. Salisbury judged the four remaining securities not to have additional OTTI and all other CMO securities not to be OTTI as of March 31,June 30, 2012. It is possible that future loss assumptions could change, necessitating Salisbury to recognize future OTTI for further deterioration in credit quality. Salisbury does not intend to sell these securities and it is not more likely than not that Salisbury will be required to sell these securities before recovery of their cost basis.

The following table presents activity related to credit losses recognized into earnings on the non-agency CMOs held by Salisbury for which a portion of an OTTI charge was recognized in accumulated other comprehensive income:

Three months ended March 31 (in thousands) 2012 2011 
Six months ended June 30, (in thousands)             2012               2011
Balance, beginning of period $1,128  $1,128 $           1,128$           1,128
Credit component on debt securities in which OTTI was not previously recognized      -
Balance, end of period $1,128  $1,128 $           1,128

Federal Home Loan Bank of Boston (“FHLBB”): The Bank is a member of the FHLBB. The FHLBB is a cooperative that provides services, including funding in the form of advances, to its member banking institutions. As a requirement of membership, the Bank must own a minimum amount of FHLBB stock, calculated periodically based primarily on its level of borrowings from the FHLBB. No market exists for shares of the FHLBB and therefore, they are carried at par value. FHLBB stock may be redeemed at par value five years following termination of FHLBB membership, subject to limitations which may be imposed by the FHLBB or its regulator, the Federal Housing Finance Board, to maintain capital adequacy of the FHLBB. While the Bank currently has no intentions to terminate its FHLBB membership, the ability to redeem its investment in FHLBB stock would be subject to the conditions imposed by the FHLBB. In 2008, the FHLBB announced to its members that it is focusing on preserving capital in response to ongoing market volatility including the extension of a moratorium on excess stock repurchases, and in 2009 announced the suspension of its quarterly dividends. In 2011, the FHLBB resumed modest quarterly cash dividends to its members and in early 2012 the FHLBB repurchaserepurchased its excess stock pool. Based on the capital adequacy and the liquidity position of the FHLBB, management believes there is no impairment related to the carrying amount of the Bank’s FHLBB stock as of March 31,June 30, 2012. Further deterioration of the FHLBB’s capital levels may require the Bank to deem its restricted investment in FHLBB stock to be OTTI. If evidence of impairment exists in the future, the FHLBB stock would reflect fair value using either observable or unobservable inputs. The Bank will continue to monitor its investment in FHLBB stock.

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NOTE 3 - LOANS

The composition of loans receivable and loans held-for-sale is as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Residential 1-4 family $187,985  $187,676 $         194,784 $            187,676 
Residential 5+ multifamily  3,155   3,187 3,583 3,187 
Construction of residential 1-4 family  5,235   5,305 2,478 5,305 
Home equity credit  34,523   34,621 35,584 34,621 
Residential real estate  230,898   230,789 236,429 230,789 
Commercial  81,604   81,958 83,227 81,958 
Construction of commercial  7,517   7,069 7,969 7,069 
Commercial real estate  89,121   89,027 91,196 89,027 
Farm land  3,860   4,925 3,818 4,925 
Vacant land  12,737   12,828 11,489 12,828 
Real estate secured  336,616   337,569 342,932 337,569 
Commercial and industrial  31,081   29,358 30,678 29,358 
Municipal  2,729   2,415 2,689 2,415 
Consumer  4,451   4,496 4,085 4,496 
Loans receivable, gross  374,877   373,838 380,384 373,838 
Deferred loan origination fees and costs, net  998   1,004 1,036 1,004 
Allowance for loan losses  (4,166)  (4,076)(4,208)(4,076)
Loans receivable, net $371,709  $370,766 $         377,212 $           370,766 
Loans held-for-sale         
Residential 1-4 family $1,308  $948 $             3,155 $                 948 

Concentrations of Credit Risk

Salisbury's loans consist primarily of residential and commercial real estate loans located principally in northwestern Connecticut and nearby New York and Massachusetts towns, 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, and installment 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.

Credit Quality

The composition of loans receivable by credit risk rating is as follows:

(in thousands) Pass Special mention Substandard Doubtful Loss Total PassSpecial mentionSubstandardDoubtfulLossTotal
March 31, 2012                        
June 30, 2012 
Residential 1-4 family $170,462  $13,646  $3,877  $  $  $187,985 $        177,444$          13,283$          4,057$          -$       -$      194,784
Residential 5+ multifamily  2,724   431            3,155 2,797786-3,583
Construction of residential 1-4 family  4,034   415   786         5,235 1,271413794-2,478
Home equity credit  31,332   1,524   1,667         34,523 32,4101,5781,596-35,584
Residential real estate  208,552   16,016   6,330         230,898 213,92216,0606,447-236,429
Commercial  62,620   8,156   10,828         81,604 62,24610,03810,943-83,227
Construction of commercial  6,744   302   471         7,517 7,198300471-7,969
Commercial real estate  69,364   8,458   11,299         89,121 69,44410,33811,414-91,196
Farm land  2,300   347   1,213         3,860 2,2723441,202-3,818
Vacant land  8,001   878   3,858         12,737 6,7748733,842-11,489
Real estate secured  288,217   25,699   22,700         336,616 292,41227,61522,905-342,932
Commercial and industrial  22,331   6,539   2,211         31,081 21,1677,2762,235-30,678
Municipal  2,729               2,729 2,689-2,689
Consumer  4,243   153   55         4,451 3,87716048-4,085
Loans receivable, gross $317,520  $32,391  $24,966  $  $  $374,877 $        320,145$         35,051$        25,188$          -$       -$      380,384

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(in thousands) Pass Special mention Substandard Doubtful Loss Total PassSpecial mentionSubstandardDoubtfulLossTotal
December 31, 2011                         
Residential 1-4 family $168,326  $15,517  $3,833  $  $  $187,676 $      168,326$        15,517$        3,833$          -$       -$    187,676
Residential 5+ multifamily  2,752   435            3,187 2,752435-3,187
Construction of residential 1-4 family  4,116   415   774         5,305 4,116415774-5,305
Home equity credit  31,843   1,451   1,327         34,621 31,8431,4511,327-34,621
Residential real estate  207,037   17,818   5,934         230,789 207,03717,8185,934-230,789
Commercial  64,458   6,187   11,313         81,958 64,4586,18711,313-81,958
Construction of commercial  6,296   302   471         7,069 6,296302471-7,069
Commercial real estate  70,754   6,489   11,784         89,027 70,7546,48911,784-89,027
Farm land  2,327   1,768   830         4,925 2,3271,768830-4,925
Vacant land  8,039   883   3,906         12,828 8,0398833,906-12,828
Real estate secured  288,157   26,958   22,454         337,569 288,15726,95822,454-337,569
Commercial and industrial  21,104   6,847   1,407         29,358 21,1046,8471,407-29,358
Municipal  2,415               2,415 2,415-2,415
Consumer  4,254   178   64         4,496 4,25417864-4,496
Loans receivable, gross $315,930  $33,983  $23,925  $  $  $373,838 $      315,930$       33,983$      23,925$         -$      -$   373,838

Credit quality segments of loans receivable by credit risk rating are as follows:

(in thousands) Pass Special mention Substandard Doubtful Loss Total PassSpecial mentionSubstandardDoubtfulLossTotal
March 31, 2012                        
June 30, 2012 
Performing loans $316,514  $30,624  $  $  $  $347,138 $     319,145$       33,460$                 -$         -$      -$    352,605
Potential problem loans        14,836         14,836 -12,635-12,635
Troubled debt restructurings: accruing  1,006   1,767   2,523         5,296 1,0001,5914,144-6,735
Troubled debt restructurings: non-accrual        1,680         1,680 -1,606-1,606
Other non-accrual loans        5,927         5,927 -6,803-6,803
Impaired loans  1,006   1,767   10,130         12,903 1,0001,59112,553-15,144
Loans receivable, gross $317,520  $32,391  $24,966  $  $  $374,877 $     320,145$       35,051$       25,188$        -$      -$   380,384
December 31, 2011                         
Performing loans $314,551  $32,570  $  $  $  $347,121 $     314,551$       32,570$                -$        -$      -$   347,121
Potential problem loans        14,039         14,039 -14,039-14,039
Troubled debt restructurings: accruing  1,379   1,413   1,810         4,602 1,3791,4131,810-4,602
Troubled debt restructurings: non-accrual        1,753         1,753 -1,753-1,753
Other non-accrual loans        6,323         6,323 -6,323-6,323
Impaired loans  1,379   1,413   9,886         12,678 1,3791,4139,886-12,678
Loans receivable, gross $315,930  $33,983  $23,925  $  $  $373,838 $    315,930$       33,983$       23,925$        -$      -$   373,838

Potential problem loans are performing loans risk rated substandard that are not classified as impaired. Impaired loans are loans for which it is probable that Salisbury will not be able to collect all principal and interest amounts due according to the contractual terms of the loan agreements.

The components of impaired loans are as follows:

(in thousands) March 31, 2012  December 31, 2011 
Troubled debt restructurings: accruing $5,296  $4,602 
Troubled debt restructurings: non-accrual  1,680   1,753 
All other non-accrual loans  5,927   6,323 
Impaired loans $12,903  $12,678 
Commitments to lend additional amounts to impaired borrowers $  $ 
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The composition of loans receivable delinquency status by credit risk rating is as follows:

(in thousands) Pass Special mention Substandard Doubtful Loss Total PassSpecial mentionSubstandardDoubtfulLossTotal
March 31, 2012                        
June 30, 2012 
Current $311,798  $30,106  $11,412  $  $  $353,316 $    314,409$        30,252$      13,748$         -$      -$   358,409
Past due 001-029  4,899   1,168   4,408         10,475 5,2413,7842,642-11,667
Past due 030-059  765   500   2,253         3,518 392659856-1,907
Past due 060-089  58   617   266         941 103356732-1,191
Past due 090-179        174         174 -879-879
Past due 180+        6,453         6,453 -6,331-6,331
Loans receivable, gross $317,520  $32,391  $24,966  $  $  $374,877 $    320,145$        35,051$      25,188$         -$      -$   380,384
December 31, 2011                         
Current $311,741  $31,407  $12,618  $  $  $355,766 $     311,741$        31,407$      12,618$         -$      -$   355,766
Past due 001-029  3,696   1,195   3,517         8,408 3,6961,1953,517-8,408
Past due 030-059  435   1,024   674         2,133 4351,024674-2,133
Past due 060-089  58   357   46         461 5835746-461
Past due 090-179        1,095         1,095 -1,095-1,095
Past due 180+        5,975         5,975 -5,975-5,975
Loans receivable, gross $315,930  $33,983  $23,925  $  $  $373,838 $     315,930$        33,983$      23,925$         -$      -$   373,838

The composition of loans receivable by delinquency status is as follows:

   Past due   
(in thousands) Current 1-29
days
  30-59
days
  60-89
days
  90-179
days
  180 days
and over
  30 days
and over
  Accruing
90 days
and over
  Non-
accrual
 CurrentPast dueNon- accrual
March 31, 2012                                    
(in thousands)Current1-29 days30-59 days60-89 days90-179 days180 days and over30 days and overAccruing 90 days and overNon- accrual
   
Residential 1-4 family $181,806  $4,108  $969  $312  $152  $638  $2,071  $  $1,300 $185,821$   7,039$      562$      534$      97$      731$   1,924$          -$ 1,185
Residential 5+ multifamily  2,999         156         156       3,583-
Residential 1-4 family construction  5,090   145                      2,065-413-413-
Home equity credit  32,806   1,038   345   217      117   679      140 34,289783477635534512-463
Residential real estate  222,701   5,291   1,314   685   152   755   2,906      1,440 225,7587,8221,0226104527652,849-1,648
Commercial  73,969   4,333   1,632   58      1,612   3,302      1,755 77,4353,082733584271,4922,710-2,511
Construction of commercial  7,351         145      21   166      21 7,804144-21-21
Commercial real estate  81,320   4,333   1,632   203      1,633   3,468      1,776 85,2393,226733584271,5132,731-2,532
Farm land  3,438   44   378            378       3,42714-377-377-
Vacant land  9,002   72      50      3,613   3,663      3,613 7,794-94-3,6013,695-3,601
Real estate secured  316,461   9,740   3,324   938   152   6,001   10,415      6,829 322,21811,0621,7551,1398795,8799,652-7,781
Commercial and industrial  29,776   672   159      22   452   633      778 29,55849412252-452626-628
Municipal  2,729                         2,689-
Consumer  4,350   63   35   3         38       3,94411229-29-
Loans receivable, gross $353,316  $10,475  $3,518  $941  $174  $6,453  $11,086  $  $7,607 $358,409$ 11,668$   1,906$   1,191$    879$   6,331$ 10,307$          -$ 8,409
December 31, 2011                                     
Residential 1-4 family $182,263  $3,772  $811  $121  $  $709  $1,641  $  $1,240 $182,263$   3,772$      811$      121$         -$      709$   1,641$          -$ 1,240
Residential 5+ multifamily  2,918      112   157         269       2,918-112157-269-
Residential 1-4 family construction  5,305                         5,305-
Home equity credit  34,124   298   50      83   66   199       173 34,12429850-8366199 173
Residential real estate  224,610   4,070   973   278   83   775   2,109      1,413 224,6104,070973278837752,109-1,413
Commercial  75,486   3,887   483   180   930   992   2,585      2,317 75,4863,8874831809309922,585-2,317
Construction of commercial  6,796   108   145      20      165      20 6,796108145-20-165-20
Commercial real estate  82,282   3,995   628   180   950   992   2,750      2,337 82,2823,9956281809509922,750-2,337
Farm land  4,499   46   380            380       4,49946380-380-
Vacant land  9,047   73   50         3,658   3,708      3,658 9,0477350-3,6583,708-3,658
Real estate secured  320,438   8,184   2,031   458   1,033   5,425   8,947      7,408 320,4388,1842,0314581,0335,4258,947-7,408
Commercial and industrial  28,542   152   51   1   62   550   664      668 28,54215251162550664-668
Municipal  2,415                         2,415-
Consumer  4,371   72   51   2         53       4,37172512-53-
Loans receivable, gross $355,766  $8,408  $2,133  $461  $1,095  $5,975  $9,664  $  $8,076 $355,766$  8,408$   2,133$      461$ 1,095$   5,975$   9,664$         -$ 8,076

13
Table of Contents

Troubled Debt Restructurings

Troubled debt restructurings occurring during the periods are as follows:

 March 31, 2012 March 31, 2011 
Three months ended
(in thousands)
 Quantity Pre-modification
balance
 Post-modification
balance
 Quantity Pre-modification
balance
 Post-modification
balance
 
(in thousands)Three months ended June 30, 2012Six months ended June 30, 2012
QuantityPre-modification balancePost-modification balanceQuantityPre-modification balancePost-modification balance
Residential real estate  1  $326  $326     $  $ -$               -1$            326$            326
Commercial and industrial  5   779   779          11,570          6           2,349
Troubled debt restructurings  6  $1,105  $1,105     $  $ 1$       1,570$       1,570          7$         2,675
Rate reduction and term extension  2  $373  $373     $  $           -$               -$               -          2$            373
Debt consolidation and term extension  3   706   706                    1         1,570          4         2,276           2,276
Seasonal interest only concession  1   26   26                    -                  -          1                26
Troubled debt restructurings  6  $1,105  $1,105     $  $           1$       1,570$       1,570          7$         2,675$         2,675

Six

Seven loans were restructured during the quarter ended March 31,first half of 2012 and all were current at March 31,June 30, 2012.

Allowance for Loan Losses

Changes in the allowance for loan losses are as follows:

 March 31, 2012 March 31, 2011 
Three months ended
(in thousands)
 Beginning
balance
 Provision Charge-
offs
 Reco-
veries
 Ending
balance
 Beginning
balance
 Provision Charge-
offs
 Reco-
veries
 Ending
balance
 
(in thousands)Three months ended June 30Six months ended June 30
Beginning balanceProvisionCharge-offsReco-veriesEnding balanceBeginning balanceProvisionCharge-offsReco-veriesEnding balance
2012 Periods        
Residential $1,479  $39  $(18) $  $1,500  $1,504  $60  $(101) $  $1,463 $    1,500$        95 $  (118)$      -$ 1,477$      1,479$      134 $  (136)$      -$ 1,477
Commercial  1,139   (79)     1   1,061   1,132   291   (80)     1,343 1,061214 11,2761,139135 21,276
Land  410   (29)  (42)     339   392   (18)  (79)     295 339(120)-219409(148)(42)-219
Real estate  3,028   (69)  (60)  1   2,900   3,028   333   (260)     3,101 2,900189 (118)12,9723,027121 (178)22,972
Commercial & industrial  704   100   (29)  3   778   541   (9)        532 77838 5821704138 (29)8821
Municipal  24   4         28   51   4         55 28(1)-2724-27
Consumer  79   59   (10)  5   133   164   16   (19)  7   168 132(41)(39)13657917 (49)1865
Unallocated  241   86         327   136   (14)        122 328(5)-32324281 -323
Totals $4,076  $180  $(99) $9  $4,166  $3,920  $330  $(279) $7  $3,978 $    4,166$      180 $  (157)$    19$ 4,208$     4,076$      360 $  (256)$    28$ 4,208
2011 Periods 
Residential$    1,462$     139 $   (20)$      2$ 1,583$     1,504$      197 $  (121)$      3$ 1,583
Commercial1,343(9)(96)-1,2381,132282 (175)-1,239
Land296(25)-271392(42)(79)-271
Real estate3,101105 (116)23,0923,028437 (375)33,093
Commercial & industrial53179 (89)-52154169 (89)-521
Municipal55(27)-2851(23)-28
Consumer16770 (159)139116486 (179)1992
Unallocated124123 -247136111 -245
Totals$    3,978$     350 $  (364)$    15$ 3,979$     3,920$     680 $  (643)$    22$ 3,979

14

The composition of loans receivable and the allowance for loan losses is as follows:

  Collectively evaluated  Individually evaluated  Total portfolio 
(in thousands) Loans  Allowance  Loans  Allowance  Loans  Allowance 
March 31, 2012                        
   Residential 1-4 family $183,741  $738  $4,244  $295  $187,985  $1,033 
   Residential 5+ multifamily  2,410   17   745      3,155   17 
   Construction of residential 1-4 family  5,235   21         5,235   21 
   Home equity credit  34,383   429   140      34,523   429 
Residential real estate  225,769   1,205   5,129   295   230,898   1,500 
   Commercial  75,146   858   6,458   102   81,604   960 
   Construction of commercial  7,496   81   21   21   7,517   102 
Commercial real estate  82,642   939   6,479   123   89,121   1,062 
Farm land  3,040   25   820   150   3,860   175 
Vacant land  8,977   104   3,760   60   12,737   164 
Real estate secured  320,428   2,273   16,188   628   336,616   2,901 
Commercial and industrial  29,083   384   1,998   394   31,081   778 
Municipal  2,729   28         2,729   28 
Consumer  4,241   42   210   91   4,451   133 
Unallocated allowance                 326 
Totals $356,481  $2,727  $18,396  $1,113  $374,877  $4,166 

(in thousands)Collectively evaluatedIndividually evaluatedTotal portfolio
LoansAllowanceLoansAllowanceLoansAllowance
June 30, 2012      
Residential 1-4 family$ 190,514$         762$   4,270$       269$ 194,784$    1,031
Residential 5+ multifamily2,84222741-3,58322
  Construction of residential 1-4 family2,47812--2,47812
  Home equity credit35,0983964861635,584412
  Residential real estate230,9321,1925,497285236,4291,477
  Commercial76,8988826,32928883,2271,170
  Construction of commercial7,9488521217,969106
  Commercial real estate84,8469676,35030991,1961,276
  Farm land3,81863--3,81863
  Vacant land7,745963,7446011,489156
  Real estate secured327,3412,31815,591654342,9322,972
  Commercial and industrial28,6323742,04644730,678821
  Municipal2,68927--2,68927
  Consumer4,0243961264,08565
  Unallocated allowance-----323
  Totals$ 362,686$      2,758$ 17,698$    1,127$ 380,384$    4,208

(in thousands)Collectively evaluatedIndividually evaluatedTotal portfolio
LoansAllowanceLoansAllowanceLoansAllowance
December 31, 2011      
Residential 1-4 family$ 182,695$        762$   4,981$       297$ 187,676$    1,059
Residential 5+ multifamily2,4371775043,18721
  Construction of residential 1-4 family4,60617699-5,30517
  Home equity credit34,333382288-34,621382
  Residential real estate224,0711,1786,718301230,7891,479
  Commercial74,4198407,53920281,9581,042
  Construction of commercial7,0497720207,06997
  Commercial real estate81,4689177,55922289,0271,139
  Farm land4,095358301504,925185
  Vacant land9,0211043,80712012,828224
  Real estate secured318,6552,23418,914793337,5693,027
  Commercial and industrial28,0913681,26733629,358704
  Municipal2,41524--2,41524
  Consumer4,4314465354,49679
  Unallocated allowance-----242
  Totals$ 353,592$     2,670$ 20,246$     1,164$ 373,838$     4,076

1415
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  Collectively evaluated  Individually evaluated  Total portfolio 
(in thousands) Loans  Allowance  Loans  Allowance  Loans  Allowance 
December 31, 2011                        
   Residential 1-4 family $182,695  $762  $4,981  $297  $187,676  $1,059 
   Residential 5+ multifamily  2,437   17   750   4   3,187   21 
   Construction of residential 1-4 family  4,606   17   699      5,305   17 
   Home equity credit  34,333   382   288      34,621   382 
Residential real estate  224,071   1,178   6,718   301   230,789   1,479 
   Commercial  74,419   840   7,539   202   81,958   1,042 
   Construction of commercial  7,049   77   20   20   7,069   97 
Commercial real estate  81,468   917   7,559   222   89,027   1,139 
Farm land  4,095   35   830   150   4,925   185 
Vacant land  9,021   104   3,807   120   12,828   224 
Real estate secured  318,655   2,234   18,914   793   337,569   3,027 
Commercial and industrial  28,091   368   1,267   336   29,358   704 
Municipal  2,415   24         2,415   24 
Consumer  4,431   44   65   35   4,496   79 
Unallocated allowance                 242 
Totals $353,592  $2,670  $20,246  $1,164  $373,838  $4,076 

The credit quality segments of loans receivable and the allowance for loan losses are as follows:

 Collectively evaluated Individually evaluated Total portfolio 
(in thousands) Loans  Allowance  Loans  Allowance  Loans  Allowance Collectively evaluatedIndividually evaluatedTotal portfolio
March 31, 2012                        
(in thousands)LoansAllowanceLoansAllowanceLoansAllowance
   
Performing loans $346,929  $2,419  $210  $91  $347,139  $2,510 $ 352,544$       2,451$         61$         26$ 352,605$    2,477
Potential problem loans  9,552   308   5,284   242   14,836   550 10,1423072,49310612,635413
Impaired loans        12,902   780   12,902   780 -15,14499515,144995
Unallocated allowance                 326 -323
Totals $356,481  $2,727  $18,396  $1,113  $374,877  $4,166 $ 362,686$      2,758$  17,698$    1,127$ 380,384$    4,208
December 31, 2011                         
Performing loans $346,303  $2,436  $819  $35  $347,122  $2,471 $ 346,303$      2,436$       819$         35$ 347,122$    2,471
Potential problem loans  7,289   234   6,750   255   14,039   489 7,2892346,75025514,039489
Impaired loans        12,677   874   12,677   874 -12,67787412,677874
Unallocated allowance                 242 -242
Totals $353,592  $2,670  $20,246  $1,164  $373,838  $4,076 $ 353,592$      2,670$  20,246$    1,164$ 373,838$   4,076

Certain data with respect to impaired loans individually evaluated is as follows:

 Impaired loans with specific allowance Impaired loans with no specific allowance 
 Loan balance  Specific  Income  Loan balance  Income 
(in thousands) Book  Note  Average  allowance  recognized  Book  Note  Average  recognized Impaired loans with specific allowanceImpaired loans with no specific allowance
March 31, 2012                                    
(in thousands)Loan balance

Specific

allowance

Income

recognized

Loan balance

Income

recognized

BookNoteAverageBookNoteAverage
      
Residential 1-4 family $1,950  $2,086  $2,369  $253  $45  $1,502  $1,524  $1,152  $7 $  1,892$  2,087$  2,178$      214$        22$  1,587$  1,614$   1,321$        17
Home equity credit                 140   162   164   3 1492097216-314337208-
Residential real estate  1,950   2,086   2,369   253   45   1,642   1,686   1,316   10 2,0412,2962,250230221,9011,9511,52917
Commercial  1,750   1,891   1,918   123   14   1,979   2,404   2,047   31 1,8662,0081,879309263,7184,1462,72225
Vacant land  134   154   479   10   2   3,479   4,245   3,167    13415433110-3,4674,2363,297-
Real estate secured  3,834   4,131   4,766   386   61   7,100   8,335   6,530   41 4,0414,4584,460549489,08610,3337,54842
Commercial and industrial  747   828   724   394      1,222   1,894   687   28 1,0571,14282344699601,71084417
Consumer                    143       -143-
Totals $4,581  $4,959  $5,490  $780  $61  $8,322  $10,372  $7,217  $69 $  5,098$  5,600$  5,283$      995$        57$ 10,046$ 12,186$   8,392$        59

(in thousands)Impaired loans with specific allowanceImpaired loans with no specific allowance
Loan balance

Specific

allowance

Income

recognized

Loan balance

Income

recognized

BookNoteAverageBookNoteAverage
December 31, 2011         
  Residential 1-4 family$  3,012$  3,160$  1,822$      266$        38$    390$     426$   3,875$          -
Home equity credit-----173177227-
Residential real estate3,0123,1601,822266385636034,102-
Commercial2,1512,4052,550203772,1572,6122,17537
Vacant land59477463970-3,0633,6273,243-
Real estate secured5,7576,3395,0115391155,7836,8429,52037
Commercial and industrial560639364335-5771,22187616
Consumer------14214-
Totals$  6,317$  6,978$  5,375$      874$      115$  6,360$  8,205$ 10,410$        53

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  Impaired loans with specific allowance  Impaired loans with no specific allowance 
  Loan balance  Specific  Income  Loan balance  Income 
(in thousands) Book  Note  Average  allowance  recognized  Book  Note  Average  recognized 
December 31, 2011                                    
   Residential 1-4 family $3,012  $3,160  $1,822  $266  $38  $390  $426  $3,875  $ 
   Home equity credit                 173   177   227    
Residential real estate  3,012   3,160   1,822   266   38   563   603   4,102    
Commercial  2,151   2,405   2,550   203   77   2,157   2,612   2,175   37 
Vacant land  594   774   639   70      3,063   3,627   3,243    
Real estate secured  5,757   6,339   5,011   539   115   5,783   6,842   9,520   37 
Commercial and industrial  560   639   364   335      577   1,221   876   16 
Consumer                    142   14    
Totals $6,317  $6,978  $5,375  $874  $115  $6,360  $8,205  $10,410  $53 

NOTE 4 - MORTGAGE SERVICING RIGHTS

Loans serviced for others are not included in the Consolidated Balance Sheets. The balance of loans serviced for others and the fair value of mortgage servicing rights are as follows:

March 31, (in thousands) 2012 2011 
June 30, (in thousands)            2012            2011
Residential mortgage loans serviced for others $125,086  $101,636 $     132,770$     101,584
Fair value of mortgage servicing rights  754   948 887760

Changes in mortgage servicing rights are as follows:

 Three months Three monthsSix months
Periods ended March 31, (in thousands) 2012 2011 
Periods ended June 30, (in thousands)2012201120122011
Loan Servicing Rights         
Balance, beginning of period $772  $683 $        875 $        701 $        772 $        683 
Originated  177   77 128 29 308 105 
Amortization (1)  (77)  (59)(86)(56)(164)(114)
Balance, end of period  872   701 917 674 916 674 
Valuation Allowance         
Balance, beginning of period  (22)  (10)(114)(8)(22)(10)
(Increase) decrease in impairment reserve (1)  (92)  2 (10)(17)(101)(15)
Balance, end of period  (114)  (8)(124)(25)(123)(25)
Loan servicing rights, net $758  $693 $        793 $        649 $        793 $        649 

(1)Amortization expense and changes in the impairment reserve are recorded in loan servicing fee income.

NOTE 5 - 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, 2012 December 31, 2011 
in thousands)June 30, 2012December 31, 2011
Securities available-for-sale (at fair value) $66,986  $68,839 $           55,456$           68,839
Loans receivable  112,589   132,720 114,455132,720
Total pledged assets $179,575  $201,559 $         169,911$         201,559

At March 31,June 30, 2012, securities were pledged as follows: $46.3$44.2 million to secure public deposits, $18.3$11.0 million to secure repurchase agreements and $2.4$0.2 million to secure FHLBB advances. Loans receivable were pledged to secure FHLBB advances and credit facilities.

16
Table of Contents

NOTE 6 – EARNINGS PER SHARE

The calculation of earnings per share is as follows:

Periods ended March 31, (in thousands, except per share amounts) 2012 2011 
Three monthsSix months
Periods ended June 30, (in thousands, except per share amounts)2012201120122011
Net income $1,250  $943 $    1,117$      882$    2,366$      1,825
Preferred stock net accretion    (5)-6-11
Preferred stock dividends declared  (83)  (110)
Preferred stock dividends paid48110132220
Net income available to common shareholders $1,167  $828 $    1,069$      766$    2,234$     1,594
Weighted average common stock outstanding - basic  1,689   1,688 
Weighted average common and common equivalent stock outstanding - diluted  1,689   1,688 
Weighted average common stock outstanding – basic1,6901,6891,6901,689
Weighted average common and common equivalent stock outstanding- diluted1,6901,6891,6901,689
Earnings per common and common equivalent share         
Basic $0.69  $0.49 $      0.63$     0.45$      1.32$       0.94
Diluted  0.69   0.49 0.630.451.320.94

NOTE 7 – SHAREHOLDERS’ EQUITY

Capital Requirements

Salisbury 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 Salisbury and the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Salisbury and the Bank must meet specific guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Salisbury and the Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

17

Quantitative measures established by regulation to ensure capital adequacy require Salisbury and the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier 1 capital (as defined) to average assets (as defined) and total and Tier 1 capital (as defined) to risk-weighted assets (as defined). Management believes, as of March 31,June 30, 2012, that Salisbury and the Bank meet all of their capital adequacy requirements.

The Bank was classified, as of its most recent notification, as "well capitalized". The Bank's actual regulatory capital position and minimum capital requirements as defined "To Be Well Capitalized Under Prompt Corrective Action Provisions" and "For Capital Adequacy Purposes" are as follows:

  Actual  For Capital Adequacy
Purposes
  To be Well Capitalized Under
Prompt Corrective Action
Provisions
 
(dollars in thousands) Amount  Ratio  Amount  Ratio  Amount  Ratio 
March 31, 2012                        
Total Capital (to risk-weighted assets)                        
   Salisbury $61,730   16.34% $30,223   8.0%  n/a    
   Bank  51,661   13.49   30,652   8.0  $38,303   10.0%
Tier 1 Capital (to risk-weighted assets)                        
   Salisbury  57,468   15.21   15,111   4.0   n/a    
   Bank  47,420   12.38   15,321   4.0   22,982   6.0 
Tier 1 Capital (to average assets)                        
   Salisbury  57,468   9.72   23,661   4.0   n/a    
   Bank  47,420   8.02   23,636   4.0   29,546   5.0 
December 31, 2011                        
Total Capital (to risk-weighted assets)                        
   Salisbury $60,869   15.97% $30,490   8.0%  n/a    
   Bank  50,729   13.16   30,840   8.0  $38,550   10.0%
Tier 1 Capital (to risk-weighted assets)                        
   Salisbury  56,718   14.88   15,245   4.0   n/a    
   Bank  46,578   12.08   15,420   4.0   23,130   6.0 
Tier 1 Capital (to average assets)                        
   Salisbury  56,718   9.45   24,014   4.0   n/a    
   Bank  46,578   7.77   23,969   4.0   29,961   5.0 
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 ActualFor Capital Adequacy PurposesTo be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands)       Amount     Ratio     Amount   Ratio   Amount   Ratio
June 30, 2012      
Total Capital (to risk-weighted assets)      
    Salisbury$     62,43816.65%$   30,0078.0%n/a-   
    Bank52,17613.73   30,4118.0   $    38,01410.0%
Tier 1 Capital (to risk-weighted assets)      
    Salisbury58,14315.50   15,0034.0   n/a-   
    Bank47,88212.60   15,2064.0   22,8086.0   
Tier 1 Capital (to average assets)         
    Salisbury58,1439.92   23,4484.0   n/a-   
    Bank47,8828.17   23,4474.0   29,3085.0   
December 31, 2011      
Total Capital (to risk-weighted assets)      
    Salisbury$     60,86915.97%$   30,4908.0%n/a-   
    Bank50,72913.16   30,8408.0   $    38,55010.0%
Tier 1 Capital (to risk-weighted assets)      
    Salisbury56,71814.88   15,2454.0   n/a-   
    Bank46,57812.08   15,4204.0   23,1306.0   
Tier 1 Capital (to average assets)      
    Salisbury56,7189.45   24,0144.0   n/a-   
    Bank46,5787.77   23,9694.0   29,9615.0   

Restrictions on DIVIDENDS

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 Banka 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 yeara bank 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.

Federal Reserve Board (“FRB”) Supervisory Letter SR 09-4, February 24, 2009, revised March 27, 2009, notes that, as a general matter, the Board of Directors of a Bank Holding Company (“BHC”) should inform the FRB 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 FRB 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.

Preferred Stock Dividends

In August 2011, Salisbury issued to the U.S. Secretary of the Treasury (the “Treasury”) $16,000,000 of its Series B Preferred Stock under the Small Business Lending Fund (the “SBLF”) program. The SBLF program is a $30 billion fund established under the Small Business Jobs Act of 2010 to encourage lending to small businesses by providing Tier 1 capital to qualified community banks with assets of less than $10 billion. The Preferred Stock qualifies as Tier 1 capital for regulatory purposes and ranks senior to the Common Stock.

The Series B Preferred Stock pays noncumulative dividends. The dividend rate on the Series B Preferred Stock for the initial quarterly dividend period ending September 30, 2011 and each of the next nine quarterly dividend periods the Series B Preferred Stock is outstanding is determined each quarter based on the increase in the Bank’s Qualified Small Business Lending. The dividend raterates for the quarterly dividend period ended June 30, 2012 and March 31, 2012, were 1.51925% and December 31, 2011, were 2.10375% and 1.55925%1.89425%, respectively. For the tenth quarterly dividend period through four and one-half years after its issuance, the dividend rate on the Series B Preferred Stock will be fixed at the rate in effect at the end of the ninth quarterly dividend period and after four and one-half years from its issuance the dividend rate will be fixed at 9 percent per annum. March 30,On June 29, 2012, Salisbury declared a Series B Preferred Stock dividend of $83,000,$48,016, payable on AprilJuly 2, 2012. The Series B Preferred Stock is non-voting, other than voting rights on matters that could adversely affect the Series B Preferred Stock. The Series B Preferred Stock is redeemable at any time at one hundred percent of the issue price plus any accrued and unpaid dividends.

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Simultaneously with the receipt of the SBLF capital, Salisbury repurchased for $8,816,000 all of its Series A Preferred Stock sold to the Treasury in 2009 under the Capital Purchase Program (“CPP”), a part of the Troubled Asset Relief Program of the Emergency Economic Stabilization Act of 2008, and made a payment for accrued dividends. The transaction resulted in net capital proceeds to Salisbury of $7,184,000, of which Salisbury invested $6,465,600, or 90%, in the Bank as Tier 1 Capital.

AsIn 2009, as part of the CPP, Salisbury had issued to the Treasury a 10-year Warrant to purchase 57,671 shares of Common Stock at an exercise price of $22.93 per share. The Warrant was repurchased for $205,000 on November 2, 2011 and simultaneously cancelled.

NOTE 8 – PENSION AND OTHER BENEFITS

The components of net periodic cost for Salisbury’s insured noncontributory defined benefit retirement plan were as follows:

 Three months Three monthsSix months
Periods ended March 31, (in thousands) 2012 2011 
Periods ended June 30, (in thousands)2012201120122011
Service cost $115  $95 $          87 $          95 $        202 $        191 
Interest cost on benefit obligation  93   93 86 93 179 187 
Expected return on plan assets  (115)  (106)(112)(106)(227)(212)
Amortization of prior service cost      
Amortization of net loss  36   17 25 17 61 33 
Settlements and curtailments     341      -      341     - 
Net periodic benefit cost $129  $99 $        427 $         99 $        556 $        199 

Salisbury’s 401(k) Plan contribution expense was $70,000 and $43,000,$96,000, respectively, for the three month periods ended March 31,June 30, 2012 and 2011. Other post-retirement benefit obligation expense for endorsement split-dollar life insurance arrangements was $11,000 and $12,000, respectively, for the three month periods ended March 31,June 30, 2012 and 2011.

NOTE 9 –COMPREHENSIVE– COMPREHENSIVE INCOME

The components of accumulated other comprehensive lossesincome (loss) are as follows:

March 31, (in thousands) 2012  2011 
Unrealized losses on securities available-for-sale, net of tax $1,839  $(2,022)
Unrecognized pension plan expense, net of tax  (2,033)  (1,176)
Accumulated other comprehensive loss, net $(194) $(3,198)
June 30, (in thousands)      20122011
Unrealized gains (losses) on securities available-for-sale, net of tax$          2,342 $          (199)
Unrecognized pension plan expense, net of tax(2,097)(1,165)
Accumulated other comprehensive income (loss), net$             245 $       (1,364)

NOTE 10 – 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 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.

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Salisbury adopted ASC 820-10, “Fair Value Measurements and Disclosures,” which provides a framework for measuring fair value under generally accepted accounting principles, in 2008. 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. Level 1 also includes U.S. Treasury, other U.S. Government and agency mortgage-backed securities that are traded by dealers or brokers in active markets. 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 first 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.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

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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. Securities available-for-sale 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 first-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.

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Assets measured at fair value are as follows:

 Fair Value Measurements Using Assets at 
(in thousands) Level 1 Level 2 Level 3 fair value Fair Value Measurements Using

Assets at

fair value

March 31, 2012                
(in thousands)Level 1Level 2Level 3

Assets at

fair value

 
Assets at fair value on a recurring basis                 
U.S. Treasury notes $  $5,450  $  $5,450 $             -$      2,747$              -$      2,747
U.S. Government agency notes     14,830      14,830                     -           12,801                     -           12,801
Municipal bonds     47,698      47,698                     -           47,164                     -           47,164
Mortgage-backed securities:                 
U.S. Government agencies     54,029      54,029                     -           50,483                     -           50,483
Collateralized mortgage obligations:                 
U.S. Government agencies     6,640      6,640                     -             6,187                     -             6,187
Non-agency     13,660      13,660                     -           12,871                     -           12,871
SBA bonds     3,494      3,494                     -             3,266                     -             3,266
Corporate bonds            
Preferred stocks  118         118                143                  -                     - 143
Securities available-for-sale $118  $145,801  $  $145,919 $        143$  135,519$              -$  135,662
Assets at fair value on a non-recurring basis                 
Collateral dependent impaired loans $  $  $3,801  $3,801 $             -$      4,103
December 31, 2011                 
Assets at fair value on a recurring basis                 
U.S. Treasury notes $  $5,528  $  $5,528 $             -$      5,528$              -$      5,528
U.S. Government agency notes     14,924      14,924                     -           14,924                     -           14,924
Municipal bonds     50,796      50,796                     -           50,796                     -           50,796
Mortgage-backed securities:           ��     
U.S. Government agencies     58,300      58,300                     -           58,300                     -           58,300
Collateralized mortgage obligations:                 
U.S. Government agencies     7,153      7,153                     -             7,153                     -             7,153
Non-agency     14,167      14,167                     -           14,167                     -           14,167
SBA bonds     3,706      3,706                     -             3,706                     -             3,706
Corporate bonds     1,104      1,104                     -             1,104                     -             1,104
Preferred stocks  116         116                 116                    -                     -                116
Securities available-for-sale $116  $155,678  $  $155,794 $         116$  155,678$              -$  155,794
Assets at fair value on a non-recurring basis                 
Collateral dependent impaired loans $  $  $5,443  $5,443 $             -$      5,443
Other real estate owned        2,744   2,744 -2,744

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

(in thousands)Carrying value

Estimated

fair value

Fair value measurements using
Level 1Level 2Level 3
June 30, 2012     
Financial Assets     
Cash and due from banks$      43,975$      43,975$      43,975$               -$                -
Securities available-for-sale135,662135,662118135,544-
Federal Home Loan Bank stock5,7475,747-5,747-
Loans held-for-sale3,1553,155--3,155
Loans receivable net377,212381,052--381,052
Accrued interest receivable2,6522,652--2,652
Financial Liabilities     
    Demand (non-interest-bearing)$      87,615$      87,615$               -$               -$      87,615
    Demand (interest-bearing)62,72862,728--62,728
    Money market130,976130,976--130,976
    Savings and other97,14797,147--97,147
    Certificates of deposit99,444100,981--100,981
Deposits477,910479,447--479,447
FHLBB advances42,80142,801--42,801
Repurchase agreements6,1816,181--6,181
Accrued interest payable                     215215--215
December 31, 2011     
Financial Assets     
Cash and due from banks$      36,886$      36,886$     36,886$               -$                -
Securities available-for-sale155,794155,794116155,678-
Security held-to-maturity5052-52-
Federal Home Loan Bank stock6,0326,032--6,032
Loans held-for-sale948955--955
Loans receivable net370,766373,071--373,071
Accrued interest receivable2,1262,126--2,126
Financial Liabilities     
    Demand (non-interest-bearing)$      82,202$      82,202$               -$               -$      82,202
    Demand (interest-bearing)66,33266,332--66,332
    Money market124,566124,566--124,566
    Savings and other94,50394,503--94,503
    Certificates of deposit103,703104,466--104,466
Deposits471,306472,069--472,069
FHLBB advances54,61558,808--58,808
Repurchase agreements12,14812,148--12,148
Accrued interest payable                     271271--271

  Carrying  Estimated  Fair value measurements using 
(in thousands) value  fair value  Level 1  Level 2  Level 3 
March 31, 2012                    
Financial Assets                    
Cash and due from banks $38,323  $38,323  $38,323  $  $ 
Securities available-for-sale  145,919   145,919   118   145,801    
Federal Home Loan Bank stock  5,747   5,747      5,747    
Loans held-for-sale  1,308   1,308         1,308 
Loans receivable net  371,709   376,975         376,975 
Accrued interest receivable  2,789   2,789         2,789 
Financial Liabilities                    
   Demand (non-interest-bearing) $88,588  $88,588  $  $  $88,588 
   Demand (interest-bearing)  64,563   64,563         64,563 
   Money market  119,944   119,944         119,944 
   Savings and other  98,232   98,232         98,232 
   Certificates of deposit  101,359   102,758         102,758 
Deposits  472,686   474,085         474,085 
FHLBB advances  43,208   46,980         46,980 
Repurchase agreements  10,359   10,359         10,359 
Accrued interest payable  284   284         284 
December 31, 2011                    
Financial Assets                    
Cash and due from banks $36,886  $36,886  $36,886  $  $ 
Securities available-for-sale  155,794   155,794   116   155,678    
Security held-to-maturity  50   52      52    
Federal Home Loan Bank stock  6,032   6,032         6,032 
Loans held-for-sale  948   955         955 
Loans receivable net  370,766   373,071         373,071 
Accrued interest receivable  2,126   2,126         2,126 
Financial Liabilities                    
   Demand (non-interest-bearing) $82,202  $82,202  $  $  $82,202 
   Demand (interest-bearing)  66,332   66,332         66,332 
   Money market  124,566   124,566         124,566 
   Savings and other  94,503   94,503         94,503 
   Certificates of deposit  103,703   104,466         104,466 
Deposits  471,306   472,069         472,069 
FHLBB advances  54,615   58,808         58,808 
Repurchase agreements  12,148   12,148         12,148 
Accrued interest payable  271   271         271 

The carrying amounts of financial instruments shown in the above table are included in the consolidated balance sheets under the indicated captions.

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Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 and its subsidiary should be read in conjunction with Salisbury's Annual Report on Form 10-K for the year ended December 31, 2011.

BUSINESS

Salisbury Bancorp, Inc. ("Salisbury"), a Connecticut corporation, formed in 1998, is a bank holding company for Salisbury Bank and Trust Company ("Bank"), a Connecticut-chartered and Federal Deposit Insurance Corporation (the "FDIC") insured commercial bank headquartered in Lakeville, Connecticut. Salisbury's principal business consists of the business of the Bank. The Bank, formed in 1848, is engaged in customary banking activities, including general deposit taking and lending activities to both retail and commercial markets, and trust and wealth advisory services. The Bank conducts its banking business from eight full-service offices in the towns of Canaan, Lakeville, Salisbury and Sharon, Connecticut, South Egremont and Sheffield, Massachusetts, Millerton and Dover Plains, New York, and operates its trust and wealth advisory services from offices in Lakeville, Connecticut.

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 in Salisbury's 2011 Annual Report on Form 10-K for the year ended December 31, 2011 and, 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.

The allowance for loan losses represents management’s estimate of credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan 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 impaired 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. Note 1 of Notes to Consolidated Financial Statements in Salisbury's 2011 Annual Report on Form 10-K for the period ended December 31, 2011 describes the methodology used to determine the allowance for loan losses. In addition, a discussion of the factors driving changes in the amount of the allowance for loan losses are included in the “Provision and Allowance for Loan Losses” section of Management’s Discussion and Analysis of this Quarterly Report.

Management evaluates goodwill and identifiable intangible assets for impairment annually using valuation techniques that involve estimates for discount rates, projected future cash flows and time period calculations, all of which are susceptible to change based on changes in economic conditions and other factors. Future events or changes in the estimates, which are used to determine the carrying value of goodwill and identifiable intangible assets or which otherwise adversely affects their value or estimated lives, could have a material adverse impact on the results of operations.

Management evaluates securities for other-than-temporary impairment giving consideration to the extent to which the fair value has been less than cost, estimates of future cash flows, delinquencies and default severity, and the intent and ability of Salisbury to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The consideration of the above factors is subjective and involves estimates and assumptions about matters that are inherently uncertain. Should actual factors and conditions differ materially from those used by management, the actual realization of gains or losses on investment securities could differ materially from the amounts recorded in the financial statements.

The determination of the obligation and expense for pension and other postretirement benefits is dependent on certain assumptions used in calculating such amounts. Key assumptions used in the actuarial valuations include the discount rate, expected long-term rate of return on plan assets and rates of increase in compensation and health care costs.

Actual results could differ from the assumptions and market driven rates may fluctuate. Significant differences in actual experience or significant changes in the assumptions may materially affect the future pension and other postretirement obligations and expense.

 

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RESULTS OF OPERATIONS

For the three month periods ended March 31,June 30, 2012 and 2011

Overview

Net income available to common shareholders was $1,069,000, or $0.63 per common share, for the quarter ended June 30, 2012 (second quarter 2012), compared with $1,167,000, or $0.69 per common share, for the first quarter ended March 31, 2012 (first quarter 2012), compared with $1,184,000,and $766,000, or $0.70$0.45 per common share, for the fourth quarter ended December 31,June 30, 2011 (fourth quarter 2011), and $828,000, or $0.49 per common share, for the first quarter ended March 31, 2011 (first(second quarter 2011).

Net income available to common shareholders for the first quarters of 2012 and 2011 and the fourth quarter of 2011 is net of preferred stock dividends. First quarter 2011 is also net of preferred stock accretion of $5,000.

·Earnings per common share decreased $0.01,$0.06, or 1.5%8.7%, to $0.69$0.63 versus fourthfirst quarter 2011,2012, and increased $0.20,$0.18, or 40.6%40.0%, versus firstsecond quarter 2011.
·Tax equivalent net interest income decreased $59,000,$10,000, or 1.2%, versus fourth quarter 2011, and increased $169,000, or 3.6%0.2%, versus first quarter 2012, and increased $48,000, or 1.0%, versus second quarter 2011.
·Provision for loan losses was $180,000, unchanged versus $580,000first quarter 2012 and down from $350,000 for fourth quarter 2011 and $330,000 for firstsecond quarter 2011. Net loan charge-offs were $90,000,$138,000, versus $531,000 for fourth quarter 2011 and $272,000$90,000 for first quarter 2012 and $349,000 for second quarter 2011.
·Non-interest income decreased $32,000,increased $231,000, or 1.9%, versus fourth quarter 2011 and increased $258,000, or 18.4%13.9%, versus first quarter 2012 and $660,000, or 53.7%, versus second quarter 2011. Second quarter 2012 included a $267,000 securities gain.
·Non-interest expense increased $251,000,$525,000, or 5.9%, versus fourth quarter 2011 and $76,000, or 1.7%11.7%, versus first quarter 2012 and $594,000, or 13.4%, versus second quarter 2011. Second quarter 2012 included a pension plan curtailment expense of $341,000 and litigation expenses of $294,000, of which $250,000 was non-recurring.
·Non-performing assets decreased $3.2 million, or 29.7%,Preferred stock dividends paid declined to $7.6 million, or 1.3% of total assets,$48,000, versus fourth quarter 2011 and decreased $4.1 million versus$84,000 for first quarter 2011. Accruing loans receivable 30-to-89 days past due increased $1.7 million to $4.2 million, or 1.12% of gross loans receivable, versus fourth quarter 20112012 and remained substantially unchanged versus first$115,000 for second quarter 2011.

Non-performing assets increased $0.8 million, or 10.6%, to $8.4 million, or 1.4% of total assets, at June 30, 2012 versus March 31, 2012 and decreased $6.6 million versus June 30, 2011. Accruing loans receivable 30-to-89 days past due decreased $1.7 million to $2.5 million, or 0.65% of gross loans receivable, at June 30, 2012 versus March 31, 2012 and increased $1.3 million versus June 30, 2011.

Net Interest Income

Tax equivalent net interest income for second quarter 2012 decreased $10,000, or 0.2%, versus first quarter 2012, decreased $59,000,and increased $48,000, or 1.2%1.0%, versus fourthsecond quarter 2011,2011. Average total interest bearing deposits increased $7.7 million versus first quarter 2012 and increased $169,000,$25.2 million, or 3.6%6.9%, versus second quarter 2011. Average earning assets increased $10.9 million versus first quarter 2012 and increased $30.0 million, or 5.6%, versus second quarter 2011. The net interest margin increased 1 basis point versus first quarter 2012 and decreased 43 basis points versus second quarter 2011 to 3.52% from 3.56%,3.53% for the year-over-year period.second quarter 2012.

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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 funds.

Three months ended March 31, Average Balance Income / Expense Average Yield / Rate 
Three months ended June 30, Average Balance Income / Expense Average Yield / Rate
(dollars in thousands) 2012 2011 2012 2011 2012 2011  2012 2011 2012 2011 2012 2011
Loans (a) $377,704  $362,436  $4,595  $4,664   4.87%  5.15% $382,602  $368,420  $4,583  $4,695   4.79%  5.10%
Securities (c)(d)  149,699   145,216   1,490   1,594   3.98   4.39  139,621 138,950 1,398 1,544 4.00 4.44 
FHLBB stock  5,962   6,032   10   6   0.68   0.42  5,747 6,032 8 6 0.54 0.42 
Short term funds (b)  27,113   23,753   13   33   0.19   0.56   29,830  35,111  15  33  0.20  0.38 
Total earning assets  560,478   537,437   6,108   6,297   4.36   4.69   557,800  548,513  6,004  6,278  4.31  4.58 
Other assets  41,829   33,436                   39,130  34,074             
Total assets $602,307  $570,873                  $596,930 $582,587             
Interest-bearing demand deposits $68,510  $63,094   109   116   0.64   0.74  $64,702 $62,468 93 107 0.58 0.68 
Money market accounts  121,869   84,306   114   110   0.37   0.52  125,142 108,975 105 159 0.34 0.58 
Savings and other  95,919   95,454   77   97   0.32   0.41  98,170 96,739 71 97 0.29 0.40 
Certificates of deposit  102,418   120,688   367   548   1.43   1.82   100,091  112,932  354  466  1.42  1.66 
Total interest-bearing deposits  388,716   363,542   667   871   0.69   0.96  388,105 381,114 623 829 0.65 0.87 
Repurchase agreements  11,119   12,077   13   15   0.47   0.50  5,911 9,466 6 12 0.38 0.50 
FHLBB advances  46,963   63,080   495   646   4.22   4.10   42,938  55,605  452  562  4.16  4.00 
Total interest-bearing liabilities  446,798   438,699   1,175   1,532   1.05   1.40   436,954  446,185  1,081  1,403  0.99  1.26 
Demand deposits  83,354   72,989                  86,676 75,703         
Other liabilities  4,387   3,995                  4,237 3,734         
Shareholders’ equity  67,768   55,190                   69,063  56,965             
Total liabilities & shareholders’ equity $602,307  $570,873                  $596,930 $582,587             
Net interest income         $4,933  $4,765              $4,923 $4,875     
Spread on interest-bearing funds                  3.31   3.29          3.32 3.32 
Net interest margin (e)                  3.52   3.56          3.53 3.56 

(a)Includes non-accrual loans.
(b)Includes interest-bearing deposits in other banks and federal funds sold.
(c)Average balances of securities are based on historical cost.
(d)Includestax exempt income benefit of $250,000$236,000 and $258,000,$259,000, respectively for 2012 and 2011 ontax-exempt securities 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) 2012 versus 2011 
Change in interest due to Volume  Rate  Net 
Interest-earning assets            
Loans $191  $(260) $(69)
Securities  47   (151)  (104)
FHLBB stock     4   4 
Short term funds  3   (23)  (20)
Total  241   (430)  (189)
Interest-bearing liabilities            
Deposits  (23)  (181)  (204)
Repurchase agreements  (1)  (1)  (2)
FHLBB advances  (167)  16   (151)
Total  (191)  (166)  (357)
Net change in net interest income $432  $(264) $168 

Three months ended June 30, (in thousands) 2012 versus 2011
Change in interest due to  Volume   Rate   Net 
Interest-earning assets            
Loans $175  $(287) $(112)
Securities  7   (153)  (146)
   FHLBB stock     2   2 
Short term funds  (4)  (14)  (18)
Total  178   (452)  (274)
Interest-bearing liabilities            
Deposits  (25)  (181)  (206)
Repurchase agreements  (4)  (2)  (6)
FHLBB advances  (131)  21   (110)
Total  (160)  (162)  (322)
Net change in net interest income $338  $(290) $48 

Interest Income

Tax equivalent interest income decreased $189,000,$274,000, or 3.0%4.4%, to $6.1$6.0 million for firstsecond quarter 2012 as compared with firstsecond quarter 2011.

Loan income decreased $69,000,$112,000, or 1.5%2.4%, primarily due to a 2831 basis points decline in the average loan yield offset in part by a $15.3$14.2 million, or 4.2%3.8%, increase in average loans.

Tax equivalent securities income decreased $100,000,$146,000, or 6.2%9.5%, for first quarter 2012 as compared with first quarter 2011, primarily due to a 4144 basis points decline in the average yield offset in part by a $4.4$0.7 million, or 2.9%0.5%, increase in average volume. Changes in securities yields resulted from the effect of changes in market interest rates on securities purchases, calls of agency bonds and prepayments of mortgage backed securities.

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Income from short term funds decreased $20,000 for first quarter 2012 as compared with first quarter 2011$18,000 as a result of a 37an 18 basis points decline in the average yield offset in partand by a $3.4$5.3 million increasedecrease in the average balance.

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Interest Expense

Interest expense decreased $357,000,$322,000, or 23.3%23.0%, to $1.2$1.1 million for firstsecond quarter 2012 as compared with firstsecond quarter 2011.

Interest on deposit accounts and retail repurchase agreements decreased $206,000,$212,000, or 23.25%25.2%, as a result of lower average rates, down 2622 and 12 basis points to 0.68%.respectively. Decreased rates were offset in part by a $24.2$3.4 million, or 6.4%8.7%, increase in the average balance of deposits and repurchase agreements. The lower average rate resulted from the effect of lower market interest rates on rates paid and changes in product mix. The higher average volume resulted from deposit growth.

Interest expense on FHLBB borrowings decreased $151,000$110,000 as a result of lower average borrowings, down $16.1$12.7 million, offset in part by theand an average borrowing rate increasedecrease of 12bp16 basis points as compared with firstsecond quarter 2011. The decline in advances resulted from scheduled maturities that were not replaced with new advances.

Provision and Allowance for Loan Losses

The provision for loan losses was $180,000 for firstsecond quarter 2012 and $330,000$350,000 for firstsecond quarter 2011. Net loan charge-offs were $90,000$138,000 and $272,000,$349,000, for the respective quarters. The following table sets forth changes in the allowance for loan losses and other selected statistics:

  Three months 
Periods ended March 31, (dollars in thousands) 2012  2011 
Balance, beginning of period $4,076  $3,920 
Provision for loan losses  180   330 
Charge-offs        
   Real estate mortgages  (60)  (259)
   Commercial & industrial  (29)   
   Consumer  (10)  (19)
Total charge-offs  (99)  (278)
Recoveries        
   Real estate mortgages  1    
   Commercial & industrial  3    
   Consumer  5   6 
Total recoveries  9   6 
Net charge-offs  (90)  (272)
Balance, end of period $4,166  $3,978 
Loans receivable, gross $374,877  $364,337 
Non-performing loans  7,606   10,875 
Accruing loans past due 30-89 days  4,181   4,191 
Ratio of allowance for loan losses:        
   to loans receivable, gross  1.11%  1.09%
   to non-performing loans  54.77   36.58 
Ratio of non-performing loans to loans receivable, gross  2.03   2.98 
Ratio of accruing loans past due 30-89 days to loans receivable, gross  1.12   1.15 

 Three monthsSix months
Periods ended June 30, (dollars in thousands) 2012201120122011
Balance, beginning of period$        4,166 $       3,978 $      4,076 $      3,920 
Provision for loan losses180 350 360 680 
Charge-offs    
    Real estate mortgages (118)(116)(178)(375)
    Commercial & industrial(89)(29)(89)
    Consumer(39)(159)(49)(179)
Total charge-offs(157)(364)(256)(643)
Recoveries    
    Real estate mortgages
    Commercial & industrial                  5                   - 
    Consumer13 13 18 19 
Total recoveries19 15 28 22 
Net charge-offs        (138)        (349)  (228)  (621)
Balance, end of period$        4,208 $       3,979 $      4,208 $      3,979 
Loans receivable, gross   $  380,384  $  367,894 
Non-performing loans  8,409 14,563 
Accruing loans past due 30-89 days  2,459 1,482 
Ratio of allowance for loan losses:    
    to loans receivable, gross  1.11%1.08%
    to non-performing loans         50.04   27.31   
Ratio of non-performing loans to loans receivable, gross  2.21   3.96   
Ratio of accruing loans past due 30-89 days to loans receivable, gross  0.65   0.40   

Reserve coverage at March 31,June 30, 2012, as measured by the ratio of allowance for loan losses to gross loans, remained substantially unchanged at 1.11%, as compared with 1.09%1.11% at DecemberMarch 31, 20112012 and 1.09%a little higher than 1.08% a year ago at March 31,June 30, 2011. During the first threesix months of 2012, non-performing loans (non-accrual loans and accruing loans past-due 90 days or more) decreased $0.5$0.3 million to $7.6$8.4 million, or 2.03%2.21% of gross loans receivable, from 2.16% at December 31, 2011 and 2.98%3.96% at March 31,June 30, 2011 while accruing loans past due 30-89 days increased $1.7 million to $4.2remained unchanged at $2.5 million, or 1.12%0.65% of gross loans receivable, from 0.66% at December 31, 2011 and 1.15%0.40% at March 31,June 30, 2011. See “Financial Condition – Loan Credit Quality” for further discussion and analysis.

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The credit quality segments of loans receivable and the allowance for loan losses are as follows:

  March 31, 2012  December 31, 2011 
(in thousands) Loans  Allowance  Loans  Allowance 
Performing loans $346,929  $2,419  $346,303  $2,436 
Potential problem loans  9,552   308   7,289   234 
Collectively evaluated  356,481   2,727   353,592   2,670 
Performing loans  210   91   819   35 
Potential problem loans  5,284   242   6,750   255 
Impaired loans  12,902   780   12,677   874 
Individually evaluated  18,396   1,113   20,246   1,164 
Unallocated allowance     326      242 
Totals $374,877  $4,166  $373,838  $4,076 

(in thousands) June 30, 2012December 31, 2011
  LoansAllowanceLoansAllowance
Performing loans  $  352,544$     2,451$ 346,303$     2,436
Potential problem loans  10,1423077,289234
Collectively evaluated  362,6862,758353,5922,670
Performing loans  612681935
Potential problem loans  2,4931066,750255
Impaired loans  15,14499512,677874
Individually evaluated  17,6981,12720,2461,164
Unallocated allowance  -323-242
Totals  $  380,384$     4,208$ 373,838$     4,076

The allowance for loan losses represents management’s estimate of the probable credit losses inherent in the loan portfolio as of the reporting date. The allowance is increased by provisions charged to earnings and by recoveries of amounts previously charged off, and is reduced by loan charge-offs. Loan charge-offs are recognized when management determines a loan or portion of a loan to be uncollectible. The allowance for loan losses is computed by segregating the portfolio into three components: (1) loans collectively evaluated for impairment: general loss allocation factors for non-impaired loans are segmented into pools of loans based on similar risk characteristics such as loan product, collateral type and loan-to-value, loan risk rating, historical loss experience, delinquency factors and other similar economic indicators, (2) loans individually evaluated for impairment: individual loss allocations for loans deemed to be impaired based on discounted cash flows or collateral value, and (3) unallocated: general loss allocations for other environmental factors.

Impaired loans and certain potential problem loans, where warranted, are individually evaluated for impairment. Impairment is measured for each individual loan, or for a borrower’s aggregate loan exposure, using either the fair value of the collateral if the loan is collateral dependent or the present value of expected future cash flows discounted at the loan’s effective interest rate. An allowance is established when the collateral value or discounted cash flows of the loan is lower than the carrying value of that loan.

The component of the allowance for loan losses for loans collectively evaluated for impairment is estimated by stratifying loans into segments and credit risk ratings and applying management’s general loss allocation factors. The general loss allocation factors are based on expected loss experience adjusted for historical loss experience and other qualitative factors, including levels/trends in delinquencies; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; and national and local economic trends and conditions. The qualitative factors are determined based on the various risk characteristics of each loan segment. There were no significant changes in Salisbury’s policies or methodology pertaining to the general component of the allowance for loan losses during the quarter ended March 31,June 30, 2012.

The unallocated component of the allowance is maintained to cover uncertainties that could affect management’s estimate of probable losses. It reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

Determining the adequacy of the allowance 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 the loan portfolio 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 and require increased provisions. In management's judgment, Salisbury remains adequately reserved both against total loans and non-performing loans at March 31,June 30, 2012.

Management’s loan risk rating assignments, loss percentages and specific reserves are subjected annually to an independent credit review by an external firm. In addition, the bank is examined annually on a rotational process by one of its two primary regulatory agencies, the FDIC and State of Connecticut Department of Banking (“CTDOB”). As an integral part of their examination process, the FDIC and CTDOB review the Bank's credit risk ratings and allowance for loan losses. The Bank was examined by the CTDOB April 2010in July 2012 and by the FDIC in May 2011.

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Non-interest income

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

Three months ended March 31, (dollars in thousands) 2012 2011 2012 vs. 2011 
Three months ended June 30, (dollars in thousands)  2012    20112012 vs. 2011
Trust and wealth advisory fees $755  $667  $88   13.19%$                735 $           596 $              13923.32%
Service charges and fees  521   499   22   4.41 547 522 254.79   
Gains on sales of mortgage loans, net  372   133   239   179.70 263 59 204345.76   
Mortgage servicing, net  (84)  32   (116)  (362.50)(5)--   
Gains on securities, net  12   11   1   9.09 267 267100.00   
Other  83   59   24   40.68 83 58 2543.10   
Total non-interest income $1,659  $1,401  $258   18.42%$             1,890 $        1,230 $              66053.66%

Non-interest income for firstsecond quarter 2012 decreased $32,000increased $660,000 versus fourth quarter 2011 and increased $258,000 versus firstsecond quarter 2011. Trust and Wealth Advisory revenues increased $69,000 versus fourth quarter 2011 and increased $88,000 versus first quarter 2011. The year-over-year revenue increase results$139,000 due primarily from growth in managed assets and higher estate fees collected in firstsecond quarter 2012. Service charges and fees decreased $13,000 versus fourth quarter 2011 and increased $22,000 versus first quarter 2011.$25,000. Income from sales and servicing of mortgage loans increased $54,000 versus fourth quarter 2011 and increased $239,000 versus first quarter 2011$204,000 due to interest rate driven fluctuations in the volume of fixed rate residential mortgage loan sales and mortgage servicing valuations. Mortgage loans sales totaled $16.3$12.2 million for firstsecond quarter 2012 $14.8versus $2.4 million for fourth quarter 2011 and $6.1 million for firstsecond quarter 2011. FirstSecond quarter 2012 fourth quarter 2011, and firstsecond quarter 2011 included mortgage servicing valuation impairment charges (benefits) of $92,000, $(69,000)$10,000 and $2,000,$17,000, respectively. Gains onThe second quarter 2012 securities representgain of $267,000 resulted from the accretionsale of discounts on called securities.$2.5 million of US Treasury bonds. Other income consisted of bank owned life insurance income and rental income.

Non-interest expense

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

Three months ended March 31, (dollars in thousands) 2012 2011 2012 vs. 2011 
Three months ended June 30, (dollars in thousands)201220112012 vs. 2011
Salaries $1,710  $1,729  $(19)  (1.10)%$           1,748$          1,657$                91 5.49%
Employee benefits  690   634   56   8.83 957650307  47.23   
Premises and equipment  605   583   22   3.77 59156823 4.05   
Data processing  402   377   25   6.63 418285133 46.67   
Professional fees  313   280   33   11.79 3033001.00   
Collections and OREO  111   126   (15)  (11.90)356243113 46.50   
FDIC insurance  128   223   (95)  (42.60)119182(63)(34.62)  
Marketing and community contributions  87   68   19   27.94 8792(5)(5.43)  
Amortization of intangible assets  56   56       560.00   
Other  398   348   50   14.37 390399(9)(2.26)  
Non-interest expense $4,500  $4,424  $76   1.72%
Total non-interest expense$           5,025$          4,432$              593 13.38%

Non-interest expense for firstsecond quarter 2012 increased $251,000$594,000 versus fourth quarter 2011 and $76,000 versus firstsecond quarter 2011. Salaries decreased $19,000 versus firstCompensation and employee benefits increased $398,000 due to a second quarter 20112012 pension plan curtailment expense of $341,000 from retiree lump-sum withdrawals and also due to changes in staffing levels and mix. Employee benefits increased $56,000 versus first quarter 2011 due to higher health benefits expense, caused by year-over-year premium increases, higher staff utilization, and higher 401K Plan expense due to an under accrual in first quarter 2011 following the implementation of a 401K Safe Harbor Plan. Premises and equipment increased $8,000 versus fourth quarter 2011 and increased $22,000 versus first quarter 2011. The year-over-year increase was$23,000 due primarily to higher depreciation and increased machine and software maintenance, due to replaced and upgraded equipment and software. The increase wassoftware, offset slightly by lower building maintenance and repairs snow removal and utilities due to the mild winter experienced in the Northeast.utilities.

Data processing increased $20,000 versus fourth$133,000 due primarily to a vendor rebate in second quarter 2011 and $25,000 versus first quarter 2011.a higher volume of debit card and ATM transactions. Professional fees increased $101,000 versus fourth quarter 2011, and $33,000 versus first quarter 2011. The increase over fourth quarter 2011 was due to accrual reversals in fourth quarter 2011.$3,000. Collections and OREO increased $42,000$245,000 versus fourthsecond quarter 2011 and decreased $15,000 versus first quarter 2011. The increase versus fourth quarter was due primarily to real estate taxes, radon mediation and utilities associated with the sale of an OREOincreased litigation expenses, up $255,000, offset in part by lower foreclosed property in first quarterexpense, down $145,000. Salisbury has no foreclosed property at June 30, 2012. FDIC insurance increased $73,000 versus fourth quarter 2011 and decreased $95,000 versus first quarter 2011. The year-over-year decrease was$63,000 due primarily to a favorable change in the basis of assessment method effective June 30, 2011.July 1, 2011 that lowered the overall assessment rate for subsequent periods. Other operating expenses increased $68,000 versus fourth quarter 2011 and decreased $50,000 versus first quarter 2011. Year-over-year decreases were$18,000 due to reductions inlower other administrative and operational expenses.

Income taxes

The effective income tax rates for second quarter 2012, first quarter 2012 fourth quarter 2011 and firstsecond quarter 2011 were 24.82%18.54%, 21.99%24.82% and 18.27%17.18%, respectively. Fluctuations in the effective tax rate result from changes in the mix of taxable and tax exempt income. Salisbury’s effective tax rate is generally less than the 34% federal statutory rate due to holdings of tax-exempt municipal bonds, some tax-exempt loans and bank owned life insurance.

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Salisbury did not incur Connecticut income tax in 2012 or 2011, other than minimum state income tax, as a result of its utilization of Connecticut tax legislation 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 (“PIC”). In accordance with this legislation, in 2004 the Bank formed 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 other than minimum state income tax in the foreseeable future unless there is a change in the State of Connecticut corporate tax law.

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For the six month periods ended June 30, 2012 and 2011

Overview

Net income available to common shareholders was $2,234,000, or $1.32 per common share, for the six month period ended June 30, 2012 (six month period 2012), compared with $1,594,000, or $0.94 per common share, for the six month period ended June 30, 2011 (six month period 2011).

·Earnings per common share increased $0.38, or 40.4%, to $1.32 versus six month period 2011.
·Tax equivalent net interest income increased $215,000, or 2.2%, to $9.9 million, versus six month period 2011.
·Provision for loan losses was $360,000, versus $680,000 for six month period 2011. Net loan charge-offs were $228,000, versus $621,000 for six month period 2011.
·Non-interest income increased $660,000, or 53.7%, versus six month period 2011. Six month period 2012 included a $267,000 securities gain.
·Non-interest expense increased $594,000, or 13.4%, versus six month period 2011. Six month period 2012 included a pension plan curtailment expense of $341,000 and litigation expenses of $340,000, of which $250,000 was non-recurring.

Net Interest Income

Tax equivalent net interest income for six month period 2012 increased $215,000, or 2.2%, versus six month period 2011. The net interest margin decreased 3 basis points to 3.53% from 3.56%.

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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 funds.

Six months ended June 30,Average BalanceIncome / ExpenseAverage Yield / Rate
(dollars in thousands)201220112012201120122011
Loans (a)$ 380,152$ 365,445$  9,178$  9,3604.83%5.13%
Securities (c)(d)144,660142,0662,8873,1373.99   4.42   
FHLBB stock5,8556,03215120.52   0.42   
Short term funds (b)28,47229,46328640.19   0.45   
Total earning assets559,139543,00612,10812,5734.33   4.64   
Other assets40,48033,756    
Total assets$ 599,619$ 576,762    
Interest-bearing demand deposits$   66,182$   62,7791982230.60   0.71   
Money market accounts123,50596,7092192690.36   0.56   
Savings and other97,46996,1001521940.31   0.41   
Certificates of deposit101,254116,7887211,0141.43   1.75   
Total interest-bearing deposits388,410372,3761,2901,7000.67   0.92   
Repurchase agreements8,51510,76418270.43   0.50   
FHLBB advances44,95159,3229461,2074.16   4.05   
Total interest-bearing liabilities441,876442,4622,2542,9341.02   1.33   
Demand deposits85,00174,354    
Other liabilities4,3263,864    
Shareholders’ equity68,41656,082    
Total liabilities & shareholders’ equity$ 599,619$ 576,762    
Net interest income  $  9,854$  9,639  
Spread on interest-bearing funds    3.31   3.31   
Net interest margin (e)    3.53   3.56   

(a)Includes non-accrual loans.
(b)Includes interest-bearing deposits in other banks and federal funds sold.
(c)Average balances of securities are based on historical cost.
(d)Includestax exempt income benefit of $484,000 and $517,000, respectively for 2012 and 2011 ontax-exempt securities 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.

Six months ended June 30, (in thousands) 2012 versus 2011
Change in interest due to   VolumeRateNet
Interest-earning assets      
Loans   $          366 $       (548)$      (182)
Securities   55 (305)(250)
    FHLBB stock   
Short term funds   (2)(36)(38)
Total   419 (886)(467)
Interest-bearing liabilities      
Deposits   (49)(361)(410)
Repurchase agreements   (5)(4)(9)
FHLBB advances   (297)36 (261)
Total   (351)(329)(680)
Net change in net interest income   $          770 $       (557)$        213 

Interest Income

Tax equivalent interest income increased $213,000, or 2.2%, to $9.9 million for six month period 2012 versus six month period 2011.

Loan income decreased $182,000, or 1.9%, primarily due to a 30 basis points decline in the average loan yield offset in part by a $14.7 million, or 4.0%, increase in average loans. Tax equivalent securities income decreased $250,000, or 8.0%, primarily due to a 43 basis points decline in the average yield offset in part by a $2.6 million, or 1.8%, increase in average volume. Changes in securities yields resulted from the effect of changes in market interest rates on securities purchases, calls of agency bonds and prepayments of mortgage backed securities. Income from short term funds decreased $36,000 as a result of a 26 basis points decline in the average yield and by a $1.0 million decrease in the average balance.

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Interest Expense

Interest expense decreased $680,000, or 23.2%, to $2.3 million for six month period 2012 versus six month period 2011.

Interest on deposit accounts and retail repurchase agreements decreased $419,000, or 24.3%, as a result of lower average rates, down 25 and 7 basis points respectively, along with an average balance decrease of $2.2 million in repurchase agreements. Decreased rates were offset in part by a $16.0 million, or 4.3%, increase in the average balance of deposits. The lower average rate resulted from the effect of lower market interest rates on rates paid and changes in product mix. The higher average volume resulted from deposit growth.

Interest expense on FHLBB borrowings decreased $261,000 as a result of lower average borrowings, down $14.4 million, offset in part by a higher average borrowing rate, up 11 basis points, due to scheduled maturities that were not replaced with new advances.

Provision and Allowance for Loan Losses

The provision for loan losses was $360,000 for six month period 2012 and $680,000 for six month period 2011. Net loan charge-offs were $228,000 and $621,000, for the respective periods.

Reserve coverage at June 30, 2012, as measured by the ratio of allowance for loan losses to gross loans, remained substantially unchanged at 1.11%, as compared with 1.08% a year ago at June 30, 2011. During the first six months of 2012, non-performing loans (non-accrual loans and accruing loans past-due 90 days or more) decreased $6.1 million to $8.4 million, or 2.21% of gross loans receivable, from 3.96% at June 30, 2011 while accruing loans past due 30-89 days increased $1.0 million to $2.5 million, or 0.65% of gross loans receivable from 0.40% at June 30, 2011. See “Financial Condition – Loan Credit Quality” for further discussion and analysis.

Non-interest income

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

Six months ended June 30, (dollars in thousands)                  201220112012 vs. 2011
Trust and wealth advisory fees$             1,490 $       1,263$              227 17.97%
Service charges and fees1,068 1,02246 4.50   
Gains on sales of mortgage loans, net635 192443 230.73   
Mortgage servicing, net(89)26(115)(442.31)  
Gains on securities, net279 11268 2436.36   
Other166 11749 41.88   
Total non-interest income$             3,549 $       2,631$              918 34.89%

Non-interest income for the six month period 2012 increased $918,000 versus six month period 2011. Trust and Wealth Advisory revenues increased $227,000 from growth in managed assets and higher estate fees collected in second quarter 2012. Service charges and fees increased $46,000 due primarily to higher interchange fees resulting from increased volume. Income from sales and servicing of mortgage loans increased $443,000 due to interest rate driven fluctuations in the volume of fixed rate residential mortgage loan sales and mortgage servicing valuations. Mortgage loans sales totaled $28.5 million for six month period 2012 and $8.5 million for six month period 2011. Six month period 2012 and 2011 included mortgage servicing valuation impairment charges of $102,000 and $15,000, respectively. Six month period 2012 gains on securities resulted from the sale of $2.5 million of US Treasury bonds, while six month period 2011 gains on securities represent accretion of discounts on called securities. Other income consisted of bank owned life insurance income and rental income.

Non-interest expense

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

Six months ended June 30, (dollars in thousands)                 2012             20112012 vs. 2011
Salaries$           3,458$       3,386$              72 2.13%
Employee benefits1,6471,283364  28.37   
Premises and equipment1,1961,15145 3.91   
Data processing821662159 24.02   
Professional fees61657739 6.76   
Collections and OREO467367100 27.25   
FDIC insurance247405(158)(39.01)  
Marketing and community contributions17516015 9.38   
Amortization of intangible assets111111-   
Other78875434 4.51   
Non-interest expense$           9,526$       8,856$            670 7.57%

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Non-interest expense for six month period 2012 increased $670,000 versus six month period 2011. Salaries increased $72,000 due to changes in staffing levels and mix. Employee benefits increased $364,000 due primarily to a six month period 2012 pension plan curtailment expense of $341,000 from retiree lump-sum withdrawals. Premises and equipment increased $45,000 due primarily to higher depreciation and increased machine and software maintenance due to replaced and upgraded equipment and software. The increase was offset slightly by lower building maintenance and repairs, snow removal and utilities due to the mild winter experienced in the Northeast.

Data processing increased $159,000 due primarily to a vendor rebate in six month period 2011 and a higher volume of debit card and ATM transactions. Professional fees increased $39,000 due primarily to higher investment management fees associated with the growth in trust and wealth advisory assets under management. Collections and OREO expense increased $100,000 due primarily to higher litigation expenses, up $266,000, and delinquent real estate taxes, up $24,000, offset in part by lower foreclosed property expenses, down $186,000. Salisbury had no foreclosed property at June 30, 2012. FDIC insurance decreased $158,000 due primarily to a change in the basis of assessment effective July 1, 2011 that lowered the overall assessment rate for subsequent periods. Other operating expenses increased $34,000 due to higher other administrative and operational expenses.

Income taxes

The effective income tax rates for six month period 2012 and six month period 2011 were 21.97% and 17.75%, respectively. Fluctuations in the effective tax rate result from changes in the mix of taxable and tax exempt income. Salisbury’s effective tax rate is generally less than the 34% federal statutory rate due to holdings of tax-exempt municipal bonds, some tax-exempt loans and bank owned life insurance.

FINANCIAL CONDITION

Overview

Total assets were $599$601 million at March 31,June 30, 2012, down $10$8 million from December 31, 2011. Loans receivable, net, were $372$377 million at March 31,June 30, 2012, up $1$6.4 million, or 0.3%1.6%, from December 31, 2011. Non-performing assets were $7.6$8.4 million at March 31,June 30, 2012, down $3.2$2.4 million from $10.8 million at December 31, 2011. Reserve coverage, as measured by the ratio of the allowance for loan losses to gross loans, was 1.11%, 1.09% and 1.09%1.08%, at March 31,June 30, 2012, December 31, 2011 and March 31,June 30, 2011, respectively. Deposits were $472$478 million, up $1$7 million from $471 million at December 31, 2011.

At March 31,June 30, 2012, book value and tangible book value per common share were $30.83$31.44 and $24.44, respectively.$25.09, respectively as compared with $30.12 and $23.69, respectively, at December 31, 2011 and $29.17 and $22.68, respectively, at June 30, 2011. Salisbury’s Tier 1 leverage and total risk-based capital ratios were 9.72%9.92% and 16.34%16.65%, respectively, and above the “well capitalized” limits as defined by the FRB.

Securities and Short Term Funds

During firstsecond quarter 2012, securities decreased $10.2$10.3 million to $152 million, and FHLBB advances decreased $11.0$141 million, while cash and cash-equivalents (interest-bearing deposits with other banks, money market funds and federal funds sold) increased $1$6 million to $38 million as$44 million. Salisbury slightly increased its liquidity positioncontinued to maintain a relatively high level of cash and cash-equivalents in light ofresponse to historically low market interest rates and growth ina higher level of volatile deposits.

Salisbury evaluates securities for OTTI where 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 OTTI 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 OTTI.

Salisbury does not intend to sell any of its securities and it is not more likely than not that Salisbury will be required to sell any of its securities before recovery of their cost basis, which may be maturity. Therefore, management does not consider any of its securities, other than four non-agency CMO securities reflecting OTTI, to be OTTI at March 31,June 30, 2012.

In 2009 Salisbury determined that five non-agency CMO securities reflected OTTI and recognized losses for deterioration in credit quality of $1.1 million. Salisbury judged the four remaining securities not to have additional OTTI and all other CMO securities not to be OTTI as of March 31,June 30, 2012. It is possible that future loss assumptions could change necessitating Salisbury to recognize future OTTI for further deterioration in credit quality. Salisbury does not intend to sell these securities and it is not more likely than not that Salisbury will be required to sell these securities before recovery of their cost basis.

Accumulated other comprehensive lossincome of $0.2 million at March 31,June 30, 2012 included net unrealized holdingsecurities gains, net of tax, of $1.8$2.3 million, and gain of $1.4 million over December 2011, more thanmostly offset by unrecognized pension plan expense, net of tax, of $2.0 million and $2.1 million respectively.million.

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Loans

Net loans receivable increased $1.0$6.4 million during the first quarterhalf of 2012 to $371.7$377.2 million at March 31,June 30, 2012, compared with $370.8 million at December 31, 2011.

The composition of loans receivable and loans held-for-sale is as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Residential 1-4 family $187,985  $187,676 $        194,784 $            187,676 
Residential 5+ multifamily  3,155   3,187 3,583 3,187 
Construction of residential 1-4 family  5,235   5,305 2,478 5,305 
Home equity credit  34,523   34,621 35,584 34,621 
Residential real estate  230,898   230,789 236,429 230,789 
Commercial  81,604   81,958 83,227 81,958 
Construction of commercial  7,517   7,069 7,969 7,069 
Commercial real estate  89,121   89,027 91,196 89,027 
Farm land  3,860   4,925 3,818 4,925 
Vacant land  12,737   12,828 11,489 12,828 
Real estate secured  336,616   337,569 342,932 337,569 
Commercial and industrial  31,081   29,358 30,678 29,358 
Municipal  2,729   2,415 2,689 2,415 
Consumer  4,451   4,496 4,085 4,496 
Loans receivable, gross  374,877   373,838 380,384 373,838 
Deferred loan origination fees and costs, net  998   1,004 1,036 1,004 
Allowance for loan losses  (4,166)  (4,076)(4,208)(4,076)
Loans receivable, net $371,709  $370,766 $        377,212 $            370,766 
Loans held-for-sale         
Residential 1-4 family $1,308  $948 $            3,155 $                   948 

Loan Credit Quality

The persistent weakness in the local and regional economies continues to impact the credit quality of Salisbury’s loans receivable. During the first quarterhalf of 2012, while non-performing assets decreased $2.4 million, total impaired and potential problem loans increased $1.0$1.1 million to $27.7$27.8 million, or 7.40%7.30% of gross loans receivable at March 31,June 30, 2012, from $26.7 million, or 7.15% of gross loans receivable at December 31, 2011.

The credit quality segments of loans receivable and their credit risk ratings are as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Pass $316,514  $314,551 $         319,145$             314,551
Special mention  30,624   32,570 33,46032,570
Performing loans  347,138   347,121 352,605347,121
Substandard  14,836   14,039 12,63514,039
Potential problem loans  14,836   14,039 12,63514,039
Pass         
Troubled debt restructured loans, accruing  1,006   1,379 1,0001,379
Special mention         
Troubled debt restructured loans, accruing  1,766   1,413 1,5911,413
Substandard         
Troubled debt restructured loans, accruing  2,524   1,810 4,1441,810
Troubled debt restructured loans, non-accrual  1,680   1,753 1,6061,753
All other non-accrual loans  5,927   6,323 6,8036,323
Impaired loans  12,903   12,678 15,14412,678
Loans receivable, gross $374,877  $373,838 $         380,384$             373,838

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Changes in impaired and potential problem loans are as follows:

 March 31, 2012 March 31, 2011 
 Impaired loans Potential   Impaired loans Potential   
Three months ended (in thousands) Non-
accrual
 Accruing problem
loans
 Total Non-
accrual
 Accruing Problem
 loans
 Total 
Six months ended (in thousands)June 30, 2012June 30, 2011
Impaired loansPotential problem loansTotalImpaired loansPotential problem loansTotal
Non-accrualAccruingNon-accrualAccruing
Loans placed on non-accrual status $117  $  $  $117  $1,354  $  $(1,233) $121 $    1,807 $    (646)$     (739)$   422 $    5,892 $  (2,960)$  (2,268)$    664 
Loans restored to accrual status  (301)        (301)            (887)563 22 (302)-  10,763 
Loan risk rating downgrades to substandard        1,386   1,386         7,131   7,131 -  1,666 -  (1,008)
Loan risk rating upgrades from substandard        (320)  (320)        (85)  (85)-  (320)(456)(22)(266)(744)
Loan repayments  (237)  (37)  (133)  (407)  (101)  (7)  (126)  (234)(419)(86)(203)(708)(606)-  (606)
Loan charge-offs  (84)        (84)  (259)        (259)(203)-  (203)-  (417)-  (417)
Increase (decrease) in TDR loans  36   731   (136)  631             35 2,302 (1,830)507 (314)-  (314)
Real estate acquired in settlement of loans              (314)        (314)-  $    4,516 $  (3,399)$    7,221 $ 8,338 
Increase (decrease) in loans $(469) $694  $797  $1,022  $680  $(7) $5,687  $6,360 $       333 $    2,133 $  (1,404)$ 1,062 $    5,892 $  (2,960)$  (2,268)$    664 

For year-to-date

During the first half of 2012 Salisbury has downgraded risk ratings on $1.4$1.7 million of loans, placed $0.1$1.8 million of loans on non-accrual status as a result of deteriorated payment and financial performance and charged-off $84,000$203,000 of losses primarily as a result of collateral deficiencies. Offsetting these deteriorations were loan risk rating upgrades resulting from improved performance, loans returned to accrual status as a result of sustained performance, and loan repayments.

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 allreasonable attempts to work with a customer to return a loan to performing status, including restructuring the loan, are unsuccessful, Salisbury will initiateinitiates appropriate legal action seeking to acquire property by deed in lieu of foreclosure or through foreclosure, or to liquidate business assets.

Credit Quality Segments

Salisbury categorizes loans receivable into the following credit quality segments.

·Impaired loans consist of all non-accrual loans and troubled debt restructured loans, and represent loans for which it is probable that Salisbury will not be able to collect all principal and interest amounts due according to the contractual terms of the loan agreements.
·Non-accrual loans, a sub-set of impaired loans, are loans for which the accrual of interest has been discontinued because, in the opinion of management, full collection of principal or interest is unlikely.
·Non-performing loans consist of non-accrual loans, and accruing loans past due 90 days and over that are well collateralized, in the process of collection and where full collection of principal and interest is assured. Non-performing assets consist of non-performing loans plus real estate acquired in settlement of loans.
·Troubled debt restructured loans are loans for which concessions such as reduction of interest rates, other than normal market rate adjustments, or deferral of principal or interest payments, extension of maturity dates, or reduction of principal balance or accrued interest, have been granted due to a borrower’s financial condition. Loan restructuring is employed when management believes the granting of a concession will increase the probability of the full or partial collection of principal and interest.
·Potential problem loans consist of performing loans that have been assigned a substandard credit risk rating and that are not classified as impaired.

Credit Risk Ratings

Salisbury assigns credit risk ratings to loans receivable in order to manage credit risk and to determine the allowance for loan 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" possesses 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.
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·Loans risk rated as "substandard" 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.
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·Loans risk rated as "doubtful" 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 questionable and 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" 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 basically worthless 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.

Impaired Loans

Impaired loans increased $0.2$2.5 million during first quarterhalf of 2012 to $12.9$15.1 million, or 3.44%3.98% of gross loans receivable at March 31,June 30, 2012, from $12.7 million, or 3.39% of gross loans receivable at December 31, 2011. The components of impaired loans are as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Troubled debt restructurings, accruing $5,296  $4,602 $            6,735$                 4,602
Troubled debt restructuring, non-accrual  1,680   1,753 1,6061,753
All other non-accrual loans  5,927   6,323 6,8036,323
Impaired loans $12,903  $12,678 $          15,144$               12,678

Non-Performing Assets

Non-performing assets decreased $3.2$2.4 million during first quarterhalf of 2012 to $7.6$8.4 million, or 1.27%1.40% of assets at March 31,June 30, 2012, from $10.8 million, or 1.78% of assets at December 31, 2011. The components of non-performing assets are as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Residential 1-4 family $1,300  $1,240 $             1,185$                 1,240
Home equity credit  140   173 463173
Commercial  1,775   2,337 2,5322,337
Vacant land  3,613   3,658 3,6013,658
Real estate secured  6,828   7,408 7,7817,408
Commercial and industrial  778   668 628668
Consumer      -
Non-accruing loans  7,606   8,076 8,4098,076
Accruing loans past due 90 days and over      -
Non-performing loans  7,606   8,076 8,4098,076
Real estate acquired in settlement of loans     2,744 -2,744
Non-performing assets $7,606  $10,820 $             8,409$               10,820

The past due status of non-performing loans is as follows:

(in thousands) March 31, 2012 December 31, 2011     June 30, 2012December 31, 2011
Current $700  $734 $                487$                734
Past due 001-029 days     138 74138
Past due 030-059 days  279   134 453134
Past due 060-089 days      185-
Past due 090-179 days  174   1,095 8791,095
Past due 180 days and over  6,453   5,975 6,3315,975
Total non-performing loans $7,606  $8,076 $             8,409$             8,076

At March 31,June 30, 2012, 9.20%5.79% of non-accrual loans were current with respect to loan payments, compared with 9.09% at December 31, 2011. Loans past due 180 days include a $3.0 million loan secured by vacant land (residential building lots) where Salisbury has initiated a foreclosure action that is referred to in Item 1 of Part II, Legal Proceedings.

Troubled Debt Restructured Loans

Troubled debt restructured loans increased $0.6$2.0 million during first quarterhalf of 2012 to $7.0$8.3 million, or 1.86%2.19% of gross loans receivable at March 31,June 30, 2012, from $6.4 million, or 1.70% of gross loans receivable at December 31, 2011.

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The components of troubled debt restructured loans are as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Residential 1-4 family $2,151  $2,163 $            2,294$            2,163
Commercial  1,954   1,970 3,0521,970
Real estate secured  4,105   4,133 5,3464,133
Commercial and industrial  1,191   469 1,389469
Accruing troubled debt restructured loans  5,296   4,602 6,7354,602
Residential 1-4 family  373   52 21552
Commercial  572   1,132 9051,132
Vacant land  419   461 418461
Real estate secured  1,364   1,645 1,5381,645
Commercial and industrial  316   108 68108
Non-accrual troubled debt restructured loans  1,680   1,753 1,6061,753
Troubled debt restructured loans $6,976  $6,355 $             8,341$             6,355

The past due status of troubled debt restructured loans is as follows:

(in thousands) March 31, 2012 December 31, 2011     June 30, 2012December 31, 2011
Current $4,078  $3,375 $             4,969$             3,375
Past due 001-029 days  764   1,072 1,7661,072
Past due 030-059 days  454   155 -155
Accruing troubled debt restructured loans  5,296   4,602 6,7354,602
Current  668   251 233251
Past due 001-029 days      -
Past due 030-059 days     98 45398
Past due 060-089 days      50-
Past due 090-179 days  22   493 -493
Past due 180 days and over  990   911 870911
Non-accrual troubled debt restructured loans  1,680   1,753 1,6061,753
Total troubled debt restructured loans $6,976  $6,355 $             8,341$             6,355

At March 31,June 30, 2012, 68.03%62.36% of troubled debt restructured loans were current with respect to loan payments, as compared with 57.06% at December 31, 2011.

Past Due Loans

Loans past due 30 days or more increased $1.4$0.6 million during first quarterhalf of 2012 to $11.1$10.3 million, or 2.96%2.71% of gross loans receivable at March 31,June 30, 2012, compared with $9.7 million, or 2.59% of gross loans receivable at December 31, 2011.

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

(in thousands) March 31, 2012 December 31, 2011     June 30, 2012December 31, 2011
Past due 030-059 days $3,239  $1,999 $             1,453$             1,999
Past due 060-089 days  941   461 1,006461
Past due 090-179 days      -
Accruing loans  4,180   2,460 2,4592,460
Past due 030-059 days  280   134 453134
Past due 060-089 days      185-
Past due 090-179 days  174   1,095 8791,095
Past due 180 days and over  6,453   5,975 6,3315,975
Non-accrual loans  6,907   7,204 7,8487,204
Total loans past due 30 days or greater $11,087  $9,664 $           10,307$             9,664

Potential Problem Loans

Potential problem loans increased $0.8decreased $1.4 million during first quarterhalf of 2012 to $14.8$12.6 million, or 3.96%3.32% of gross loans receivable at March 31,June 30, 2012, compared with $14.0 million, or 3.76% of gross loans receivable at December 31, 2011.

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The components of potential problem loans are as follows:

(in thousands) March 31, 2012 December 31, 2011 June 30, 2012December 31, 2011
Residential 1-4 family $3,363  $3,367 $            3,349$            3,367
Home equity credit  1,527   1,154 1,1331,154
Residential real estate  4,890   4,521 4,4824,521
Commercial  7,480   7,391 5,7367,391
Construction of commercial  450   450 450
Commercial real estate  7,930   7,841 6,1867,841
Farm land  1,213   830 1,203830
Vacant land  245   249 241249
Real estate secured  14,278   13,441 12,11213,441
Commercial and Industrial  503   534 475534
Consumer  55   64 4864
Potential problem loans $14,836  $14,039 $           12,635$           14,039

The past due status of potential problem loans is as follows:

(in thousands) March 31, 2012 December 31, 2011     June 30, 2012December 31, 2011
Current $8,881  $10,771 $             9,353$           10,771
Past due 001-029 days  4,169   2,837 2,3322,837
Past due 030-059 days  1,520   385 403385
Past due 060-089 days  266   46 54746
Past due 090-179 days      -
Total potential problem loans $14,836  $14,039 $           12,635$           14,039

At March 31,June 30, 2012, 59.86%74.03% of potential problem loans were current with respect to loan payments, as compared with 76.72% at December 31, 2011.

Management cannot predict the extent to which economic or other factors may impact such borrowers’ future payment capacity, and there can be no assurance that such loans will not be placed on nonaccrual status, restructured, or require increased provision for loan losses.

Deposits and Borrowings

Deposits increased $1.4$5.2 million during firstsecond quarter 2012 to $477.9 million at June 30, 2012, versus $472.7 million at March 31, 2012, from $471.3and increased $18.9 million versus $459.0 million at December 31, 2011, and increased $20.3 million for year-over-year from $452.4 million at March 31,June 30, 2011. Retail repurchase agreements decreased $1.7$6.0 million during firstsecond quarter 2012 to $6.2 million at June 30, 2012, versus $10.4 million at March 31, 2012, compared with $12.1and decreased $6.2 million versus $12.4 million at December 31, 2011, and increased $2.2 million for year-over-year compared with $8.2 million at March 31,June 30, 2011.

Federal Home Loan Bank of Boston (“FHLBB”)(FHLBB) advances decreased $11.4$0.4 million during firstsecond quarter 2012 to $42.8 million at June 30, 2012, versus $43.2 million at March 31, 2012, from $54.6 million at December 31, 2011, and decreased $12.7 million for year-over-year from $55.9versus $55.5 million at March 31,June 30, 2011. The decreases were due to amortizingscheduled payments of advances and maturities of advances that were not renewed.maturities.

Liquidity

Salisbury manages its liquidity position to ensure that there isit has 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.

Salisbury manages its liquidity in accordance with a liquidity funding policy, and also maintains a contingency funding plan that provide for the prompt and comprehensive response to unexpected demands for liquidity. At March 31,June 30, 2012, Salisbury's liquidity ratio, as represented by cash, short term available-for-sale securities and marketable assets to net deposits and short term unsecured liabilities, was 33.2%32.9%, down fromversus 33.7% at December 31, 2011. Management believes Salisbury’s funding sources will meet its anticipated funding needs.

Operating activities for the three-monthsix month period ended March 31, 2012 provided net cash of $1.4$1.6 million. Investing activities provided net cash of $12.3$17.7 million, principally from $10.4primarily $21.6 million of proceeds from securities available-for-sale and $1.7 million proceeds from sales of other real estate owned.owned, offset in part by $5.8 million in net loan advances. Financing activities utilized net cash of $12.4$12.3 million, principallyprimarily for $11.4 million of scheduled FHLBB advance repayments of $11.8 million and a net decrease of $4.1$10.2 million in time deposits and repurchase agreements, offset in part by a $3.7$10.9 million increase in deposit transaction accounts.

At March 31,June 30, 2012, Salisbury had outstanding commitments to fund new loan originations of $13.7$8.3 million and unused lines of credit of $50.4$51.0 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.

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CAPITAL RESOURCES

Shareholders’ equity was $68.1$69.1 million at March 31,June 30, 2012, up $1.2$2.3 million from December 31, 2011. Book value and tangible book value per common share were $30.83$31.44 and $24.44,$25.08, respectively, compared with $30.12 and $23.69, respectively, at December 31, 2011. Contributing to the increase in shareholders’ equity for year-to-datesix month period 2012 was net income of $1.3$2.4 million, other comprehensive gainincome of $511,000,$950,000, less common and preferred stock dividends of $473,000$946,000 and $83,000,$130,000, respectively. Other comprehensive income included unrealized gains on securities available-for-sale, net of tax, of $2,033$2,034,000 and unrealized losslosses on the pension plan income, net of tax, of $1,839.$2,097,000.

In August 2011, Salisbury issued to the U.S. Secretary of the Treasury (the “Treasury”) $16.0 million of its Series B Preferred Stock under the Small Business Lending Fund (the “SBLF”) program. The SBLF program is a $30 billion fund established under the Small Business Jobs Act of 2010 to encourage lending to small businesses by providing Tier 1 capital to qualified community banks with assets of less than $10 billion. The Preferred Stock qualifies as Tier 1 capital for regulatory purposes and ranks senior to the Common Stock.

The Series B Preferred Stock pays noncumulative dividends. The dividend rate on the Series B Preferred Stock for the initial quarterly dividend period ending March 31, 20122011 and each of the next nine quarterly dividend periods the Series B Preferred Stock is outstanding is determined each quarter based on the increase in the Bank’s Qualified Small Business Lending. The dividend rates for the quarters ended March 31,June 30, 2012 and December 31, 2011 were 2.10375%1.5192500% and 1.55925%1.4410000%, respectively. For the tenth quarterly dividend period through four and one-half years after its issuance, the dividend rate on the Series B Preferred Stock will be fixed at the rate in effect at the end of the ninth quarterly dividend period and after four and one-half years from its issuance the dividend rate will be fixed at nine9 percent per annum. On March 30,June 29, 2012, Salisbury declared a Series B Preferred Stock dividend of $83,000,$48,000, payable on AprilJuly 2, 2012. The Series B Preferred Stock is non-voting, other than voting rights on matters that could adversely affect the Series B Preferred Stock. The Series B Preferred Stock is redeemable at any time at one hundred percent of the issue price plus any accrued and unpaid dividends.

Simultaneously with the receipt of the SBLF capital, Salisbury repurchased for $8,816,000 all of its Series A Preferred Stock sold to the Treasury in 2009 under the Capital Purchase Program (“CPP”), a part of the Troubled Asset Relief Program of the Emergency Economic Stabilization Act of 2008, and made a payment for accrued dividends. The transaction resulted in net capital proceeds to Salisbury of $7,184,000, of which Salisbury invested $6,465,600, or 90%, in the Bank as Tier 1 Capital.

AsIn 2009, as part of the CPP, Salisbury had issued to the Treasury a 10-year Warrant to purchase 57,671 shares of Common Stock at an exercise price of $22.93 per share. The Warrant was repurchased for $205,000 on November 2, 2011.

Capital Requirements

Salisbury and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Under current regulatory definitions, Salisbury and the Bank are considered to be “well capitalized” for capital adequacy purposes. As a result, the Bank pays lower federal deposit insurance premiums than banks that are not “well capitalized.” Salisbury and the Bank's regulatory capital ratios are as follows:

 Well March 31, 2012 December 31, 2011

Well

capitalized

June 30, 2012December 31, 2011
 capitalized Salisbury Bank Salisbury BankSalisburyBankSalisburyBank
Total Capital (to risk-weighted assets)  10.00%  16.34%  13.49%  15.97%  13.16%10.00%16.65%  13.73%15.97%13.16%
Tier 1 Capital (to risk-weighted assets)  6.00   15.21   12.38   14.88   12.08 6.00   15.50      12.60   14.88   12.08   
Tier 1 Capital (to average assets)  5.00   9.72   8.02   9.45   7.77 5.00   9.92   8.17   9.45   7.77   

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 6% 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’s 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.

Dividends

During the threesix month period ended March 31,June 30, 2012 Salisbury paid $63,000$132,000 in Series B preferred stock dividends to the U.S. Treasury’s SBLF program, and $473,000$946,000 in common stock dividends.

TheSalisbury’s Board of Directors of Salisbury declared a common stock dividend of $0.28 per common share payablequarterly cash dividend at their July 27, 2012 meeting. The dividend will be paid on May 25,August 31, 2012 to shareholders of record on Mayas of August 10, 2012. Common stock dividends, when declared, will generally be paid the last Friday of February, May, August and November, although Salisbury is not obligated to pay dividends on those dates or at any other time.

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 Banka 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 yeara bank shall not, unless specifically approved by the Commissioner of Banking, exceed the total of its net profits of that year combined with its retained net profits of the preceding two years.

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FRB Supervisory Letter SR 09-4, February 24, 2009, revised March 27, 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 FRB 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.

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 and the Bank’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 are prepared in conformity with generally accepted accounting principles that 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 most industrial companies, virtually all of the assets and liabilities of Salisbury are monetary and as a result, interest rates have a greater impact on Salisbury’s performance than do the effects of general levels of inflation, although interest rates do not necessarily move in the same direction or with the same magnitude as the prices of goods and services. 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 and estimates 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 Bank through increased operating expenses;
(c)increased competition from other financial and non-financial institutions;
(d)the impact of technological advances; and
(e)other risks detailed 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 OF MARKET RISK

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES OF 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 loss 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.various time horizons. In management’s March 31,June 30, 2012 analysis, all of the simulations incorporate a staticmanagement’s growth assumption over the simulation horizons. 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.

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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.

The ALCO uses fourmultiple 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,June 30, 2012 the ALCO used the following interest rate scenarios: (1) unchanged interest rates; (2) immediately rising interest rates – immediate non-parallel upward shift in market interest rates ranging from 300 basis points for short term rates to 250275 basis points for the 10-year Treasury; (3) immediately falling interest rates – immediate non-parallel downward shift in market interest rates ranging from 25 basis points for short term rates to 7550 basis points for the 10-year Treasury; and (4) gradually rising interest rates – gradual non-parallel upward shift in market interest rates ranging from 400 basis points for short term rates to 310325 basis points for the 10-year Treasury. Deposit rates are assumed to shift by lesser amounts due to their relative historical insensitivity to market interest rate movements. Further, deposits are assumed to have certain minimum rate levels below which they will not fall. Income simulations do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

As of March 31,June 30, 2012 net interest income simulations indicated that the Bank’s exposure to changing interest rates over the simulation horizons remained within its acceptable strategic 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 the Bank’s financial instruments as of March 31,June 30, 2012:

As of March 31, 2012 Months 1-12 Months 13-24
As of June 30, 2012 Months 1-12Months 13-24
Immediately rising interest rates (management’s growth assumptions)  (11.66)%  (8.02)%(12.56)%(9.90)%
Immediately falling interest rates (management’s growth assumptions)  (0.35)  (1.92)(1.39)   (3.32)   
Gradually rising interest rates (management’s growth assumptions)  (6.88)  (11.40)(3.33)   (14.72)   

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. Available-for-sale 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 June 30, 2012 (in thousands)Rates up 100bpRates up 200bp
U.S. Treasury notes$                          (109)$                        (212)
U.S. Government agency notes(172)(380)
Municipal bonds(1,734)(4,157)
Mortgage backed securities(1,245)(3,047)
Collateralized mortgage obligations(569)(1,147)
SBA pools(10)(19)
Total available-for-sale debt securities$                       (3,839)$                     (8,962)

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As of March 31, 2012 (in thousands) Rates up 100bp  Rates up 200bp 
U.S. Treasury notes $(228) $(445)
U.S. Government agency notes  (236)  (522)
Municipal bonds  (2,320)  (5,479)
Mortgage backed securities  (1,774)  (3,937)
Collateralized mortgage obligations  (662)  (1,297)
SBA pools  (11)  (21)
Total available-for-sale debt securities $(5,231) $(11,701)
Item 4.CONTROLS AND PROCEDURES

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,June 30, 2012. 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,June 30, 2012.

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 us in our reports filed under the Exchange Act is accumulated and communicated to management, including the principleprincipal executive officer and principleprincipal 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,June 30, 2012 that has materially affected, or is reasonably likely to materially affect, Salisbury’s internal control over financial reporting.

PART II.OTHER INFORMATION

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

Item 1.LEGAL PROCEEDINGS

The Bank is involved in various claims and legal proceedings arising out of the ordinary course of business.

The

As previously disclosed, the Bank, individually and in its capacity as a former Co-Trustee of the Erling C. Christophersen Revocable Trust (the “Trust”), has beenwas named as a defendant in litigation currently pendingfiled in the Connecticut Complex Litigation Docket in Stamford, captioned John Christophersen v. Erling Christophersen, et al., X08-CV-08-5009597S (the “First Action”). The Bank also iswas a counterclaim-defendant in a related mortgage foreclosure litigation also pending in the Connecticut Complex Litigation Docket in Stamford, captioned Salisbury Bank and Trust Company v. Erling C. Christophersen, et al., X08-CV-10-6005847-S (the “Foreclosure Action,” together with the First Action, the “Actions”). The other parties to the Actions arewere John R. Christophersen; Erling C. Christophersen, individually and as Co-Trustee of the Trust; Bonnie Christophersen and Elena Dreiske, individually and as Co-Trustees of the Mildred B. Blount Testamentary Trust; People’s United Bank; Law Offices of Gary Oberst, P.C.; Rhoda Rudnick; and Hinckley Allen & Snyder LLP.

The Actions involveinvolved a dispute over title to certain real property located in Westport, Connecticut that was conveyed by Erling Christophersen, as grantor, to the Trust on or about August 8, 2007. Subsequent to this conveyance, the Bank loaned $3,386,609 to the Trust, which was secured by an open-enda commercial mortgage in favor of the Bank on the Westport property. This mortgage is the subject of the Foreclosure Action brought by the Bank.

The gravamen of the plaintiff/counterclaim-plaintiff

As previously disclosed, John Christophersen’s claims in the Actions is that he hasChristophersen initially claimed an interest in the Westport real property transferred to the Trust of which he was allegedly wrongfully divested on account of the actions of the defendants.  In the Actions plaintiff seeksand sought to quiet title to the property and to recover money damages from the defendants for the alleged wrongful divestiture of his claimed interest in the property.

In addition

On June 25, 2012, the Bank and John R. Christophersen entered into a Settlement Agreement which resolved all differences between John R. Christophersen and the Bank, and resulted in the withdrawal (with prejudice) of the claims made by John R. Christophersen. The Settlement Agreement provides for payments by the Bank to the mortgage on the property, the Bank,John R. Christophersen in settlement of his claims. A payment was made at the time the Settlement Agreement was entered into and is included in the non-recurring litigation expense of $250,000 incurred by the Bank for the quarter ended June 30, 2012. Additional contingent consideration would be payable within ten days of the financing referenced above, acquired a lender’s title insurance policy fromcompletion and/or resolution of the Chicago Title & Insurance Company, which is providing a defense toBank’s foreclosure action, and subsequently, depending upon the amount realized upon the eventual liquidation of the foreclosed property. All claims against the Bank in the First Action under a reservation of rights.  The Bank denies any wrongdoing,have been withdrawn and is actively defending the case.  The First Action presently is stayed, by Court order, which was entered pending resolution of a parallel action pending in New York Surrogate’s Court to which the Bank is notno longer a party.  That New York action was dismisseddefendant or counterclaim defendant in November 2011, and as a result the Bank has moved to lift the stayany litigation involving this matter. As an additional consequence of the First Action.  In the Foreclosure Action, theSettlement Agreement, Bonnie Christophersen, Elena Dreiske and People’s United Bank has movedare no longer parties to strike eachany of the counterclaims asserted bylitigation referenced above. The Bank believes that with this resolution of claims with John Christophersen.  Both of these motions awaitR. Christophersen, a Court hearing.  No discoverysignificant impediment to the Bank’s foreclosure action has been taken to date.eliminated.

 

There are no other material pending legal proceedings, other than ordinary routine litigation incident to the registrant’s business, to which Salisbury is a party or of which any of its property is subject.

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Item 1A.RISK FACTORS

Item 1A.RISK FACTORS

Not applicable

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.DEFAULTS UPON SENIOR SECURITIES

Item 3.DEFAULTS UPON SENIOR SECURITIES

None

Item 4.MINE SAFETY DISCLOSURES

Item 4.MINE SAFETY DISCLOSURES

Not Applicable
Item 5.OTHER INFORMATION

Item 5.OTHER INFORMATION

None
Item 6.EXHIBITS

Item 6.EXHIBITS

31.1Rule 13a-14(a)/15d-14(a) Certification.

 

31.2Rule 13a-14(a)/15d-14(a) Certification.

 

32Section 1350 Certifications

 

42

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 10, 2012by    /s/ Richard J. Cantele, Jr.
Richard J. Cantele, Jr.,
Chief Executive Officer
May 10, 2012by    /s/ B. Ian McMahon
B. Ian McMahon,
Chief Financial Officer

SALISBURY BANCORP, INC.

August 14, 2012

by    /s/ Richard J. Cantele, Jr.

Richard J. Cantele, Jr.,

President and Chief Executive Officer

August 14, 2012

by    /s/ B. Ian McMahon

B. Ian McMahon,

Executive Vice President and Chief Financial Officer