SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

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

For the quarterly period ended ~~March 31~~June 30, 2021

☐

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)

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

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

(860) 435-9801

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes☑ No ☐

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

Yes☑ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No☑

The number of shares of Common Stock outstanding as of ~~May 5,~~August 3, 2021 is ~~2,845,147~~2,861,697.

TABLE OF CONTENTS

	PART 1 FINANCIAL INFORMATION	Page
~~Item 1.~~		~~Financial Statements (unaudited)~~
CONSOLIDATED BALANCE SHEETS AS OF ~~MARCH 31,~~JUNE 30, 2021 (unaudited) and DECEMBER 31, 2020		3
CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE ~~MONTHS~~AND SIX MONTH PERIODS ENDED ~~MARCH 31,~~JUNE 30, 2021 and 2020 (unaudited)		4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE ~~MONTHS~~AND SIX MONTH PERIODS ENDED ~~MARCH 31,~~JUNE 30, 2021 and 2020 (unaudited)		54
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE ~~MONTHS~~AND SIX MONTH PERIODS ENDED ~~MARCH 31,~~JUNE 30, 2021 and 2020 (unaudited)		5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ~~THREE MONTHS~~SIX MONTH PERIOD ENDED ~~MARCH 31,~~JUNE 30, 2021 and 2020 (unaudited)		6
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS		8
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4143
Item 4.	CONTROLS AND PROCEDURES	4344

	PART II. OTHER INFORMATION	43
Item 1.	LEGAL PROCEEDINGS	4344
Item 1A.	RISK FACTORS	4344
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4344
Item 3.	DEFAULTS UPON SENIOR SECURITIES	4344
Item 4.	MINE SAFETY DISCLOSURES	4344
Item 5.	OTHER INFORMATION	43
~~Item 6.~~	~~EXHIBITS~~	44
SIGNATURES		4546

PART I - FINANCIAL INFORMATION

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS ~~(unaudited)~~

(in thousands, except share data) March 31, 2021 December 31, 2020
ASSETS
Cash and due from banks $ 8,785 $ 10,599
Interest bearing demand deposits with other banks 150,411 82,563
Total cash and cash equivalents 159,196 93,162
Interest bearing Time Deposits with Financial Institutions 750 750
Securities
Available-for-sale at fair value 127,343 98,411
CRA mutual fund at fair value 904 917
Federal Home Loan Bank of Boston stock at cost 1,713 1,713
Loans held-for-sale 2,313 2,735
Loans receivable, net (allowance for loan losses: $13,886 and $13,754) 1,041,185 1,027,738
Bank premises and equipment, net 20,831 20,355
Goodwill 13,815 13,815
Intangible assets (net of accumulated amortization: $5,278 and $5,207) 603 674
Accrued interest receivable 6,237 6,373
Cash surrender value of life insurance policies 21,307 21,182
Deferred taxes 2,849 2,412
Other assets 4,083 3,423
Total Assets $ 1,403,129 $ 1,293,660
LIABILITIES and SHAREHOLDERS' EQUITY
Deposits
Demand (non-interest bearing) $ 334,638 $ 310,769
Demand (interest bearing) 229,200 218,869
Money market 311,971 278,146
Savings and other 207,109 189,776
Certificates of deposit 128,253 131,514
Total deposits 1,211,171 1,129,074
Repurchase agreements 8,687 7,116
Federal Home Loan Bank of Boston advances 11,396 12,639
Subordinated debt 34,305 9,883
Note payable 197 208
Finance lease obligations 1,658 1,673
Accrued interest and other liabilities 8,473 8,315
Total Liabilities 1,275,887 1,168,908
Shareholders' Equity
Common stock - $0.10 per share par value
Authorized: 5,000,000;
Issued: 2,845,147 and 2,843,292
Outstanding: 2,845,147 and 2,843,292 285 284
Unearned compensation - restricted stock awards (646 ) (774 )
Paid-in capital 45,369 45,264
Retained earnings 80,675 76,974
Accumulated other comprehensive income, net 1,559 3,004
Total Shareholders' Equity 127,242 124,752
Total Liabilities and Shareholders' Equity $ 1,403,129 $ 1,293,660

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

~~Salisbury Bancorp, Inc. and Subsidiary~~

~~CONSOLIDATED STATEMENTS OF INCOME (unaudited)~~

Three months ended March 31, (in thousands, except per share amounts) 2021 2020
Interest and dividend income
Interest and fees on loans $ 10,477 $ 9,987
Interest on debt securities
Taxable 423 455
Tax exempt 162 185
Other interest and dividends 34 91
Total interest and dividend income 11,096 10,718
Interest expense
Deposits 555 1,509
Repurchase agreements 3 7
Finance lease 32 36
Note payable 3 4
Subordinated Debt 119 156
Federal Home Loan Bank of Boston advances 34 219
Total interest expense 746 1,931
Net interest and dividend income 10,350 8,787
Provision for loan losses 158 1,706
Net interest and dividend income after provision for loan losses 10,192 7,081
Non-interest income
Trust and wealth advisory 1,146 1,030
Service charges and fees 950 905
Mortgage banking activities, net 608 128
(Losses) gains on CRA mutual fund (16 ) 14
Gains on sales and calls of available -for-sale- securities, net - 1
BOLI income and gains 125 134
Other 28 33
Total non-interest income 2,841 2,245
Non-interest expense
Salaries 2,901 2,850
Employee benefits 1,312 1,146
Premises and equipment 954 911
Data processing 565 540
Professional fees 711 628
Collections, OREO, and loan related 84 25
FDIC insurance 145 105
Marketing and community support 82 125
Amortization of intangibles 71 87
Other 434 519
Total non-interest expense 7,259 6,936
Income before income taxes 5,774 2,390
Income tax provision 1,248 343
Net income $ 4,526 $ 2,047
Net income available to common shareholders $ 4,462 $ 2,013
Basic earnings per common share $ 1.59 $ 0.72
Diluted earnings per common share 1.59 0.72
Common dividends per share 0.29 0.29

(in thousands, except share data)		June 30, 2021			December 31, 2020
ASSETS		(unaudited)
Cash and due from banks	$	8,853		$	10,599
Interest bearing demand deposits with other banks		170,973			82,563
Total cash and cash equivalents		179,826			93,162
Interest bearing Time Deposits with Financial Institutions		750			750
Securities
Available-for-sale at fair value		150,530			98,411
CRA mutual fund at fair value		909			917
Federal Home Loan Bank of Boston stock at cost		1,504			1,713
Loans held-for-sale		415			2,735
Loans receivable, net (allowance for loan losses: $12,708 and $13,754)		1,032,345			1,027,738
Bank premises and equipment, net		21,375			20,355
Goodwill		13,815			13,815
Intangible assets (net of accumulated amortization: $5,343 and $5,207)		538			674
Accrued interest receivable		6,357			6,373
Cash surrender value of life insurance policies		21,433			21,182
Deferred taxes		2,390			2,412
Other assets		4,479			3,423
Total Assets	$	1,436,666		$	1,293,660
LIABILITIES and SHAREHOLDERS' EQUITY
Deposits
Demand (non-interest bearing)	$	359,517		$	310,769
Demand (interest bearing)		224,791			218,869
Money market		315,518			278,146
Savings and other		206,887			189,776
Certificates of deposit		136,656			131,514
Total deposits		1,243,369			1,129,074
Repurchase agreements		17,492			7,116
Federal Home Loan Bank of Boston advances		10,152			12,639
Subordinated debt		24,445			9,883
Note payable		189			208
Finance lease obligations		1,646			1,673
Accrued interest and other liabilities		7,664			8,315
Total Liabilities		1,304,957			1,168,908
Shareholders' Equity
Common stock - $0.10 per share par value
Authorized: 5,000,000;
Issued: 2,861,697 and 2,843,292
Outstanding: 2,861,697 and 2,843,292		286			284
Unearned compensation - restricted stock awards		(1,224	)		(774	)
Paid-in capital		46,217			45,264
Retained earnings		84,174			76,974
Accumulated other comprehensive income, net		2,256			3,004
Total Shareholders' Equity		131,709			124,752
Total Liabilities and Shareholders' Equity	$	1,436,666		$	1,293,660

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

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME (unaudited)


		Three months ended					Six months ended
Periods ended June 30, (in thousands, except per share amounts)		2021			2020		2021			2020
Interest and dividend income
Interest and fees on loans	$	9,901		$	10,313	$	20,377		$	20,300
Interest on debt securities
Taxable		488			409		912			864
Tax exempt		172			171		334			356
Other interest and dividends		61			51		95			142
Total interest and dividend income		10,622			10,944		21,718			21,662
Interest expense
Deposits		567			988		1,121			2,497
Repurchase agreements		4			4		8			10
Finance lease		36			35		69			71
Note payable		3			4		6			7
Subordinated debt		415			156		534			312
Federal Home Loan Bank of Boston advances		32			140		65			359
Total interest expense		1,057			1,327		1,803			3,256
Net interest and dividend income		9,565			9,617		19,915			18,406
(Release) provision for loan losses		(1,075	)		1,806		(917	)		3,512
Net interest and dividend income after (release) provision for loan losses		10,640			7,811		20,832			14,894
Non-interest income
Trust and wealth advisory		1,254			1,031		2,399			2,061
Service charges and fees		1,374			598		2,325			1,503
Mortgage banking activities, net		196			318		804			446
Gains (losses) on CRA mutual fund		3			8		(14	)		22
(Losses) gains on securities, net		(9	)		181		(9	)		182
Bank-owned life insurance ("BOLI") income		125			133		251			266
Other		28			47		57			80
Total non-interest income		2,971			2,316		5,813			4,560
Non-interest expense
Salaries		3,403			2,411		6,304			5,261
Employee benefits		1,356			1,037		2,668			2,183
Premises and equipment		1,019			981		1,973			1,891
Data processing		628			557		1,193			1,098
Professional fees		644			758		1,355			1,385
Collections, OREO, and loan related		113			79		197			104
FDIC insurance		80			103		225			208
Marketing and community support		214			169		296			293
Amortization of intangibles		65			83		137			170
Other		564			611		999			1,133
Total non-interest expense		8,086			6,789		15,347			13,726
Income before income taxes		5,525			3,338		11,298			5,728
Income tax provision		1,172			604		2,419			947
Net income	$	4,353		$	2,734	$	8,879		$	4,781
Net income available to common shareholders	$	4,287		$	2,691	$	8,749		$	4,704

Basic earnings per common share	$	1.53		$	0.96	$	3.12		$	1.68
Diluted earnings per common share	$	1.52		$	0.96	$	3.10		$	1.68
Common dividends per share	$	0.30		$	0.29	$	0.59		$	0.58

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

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

Three months ended March 31, (in thousands) 2021 2020
Net income $ 4,526 $ 2,047
Other comprehensive income
Net unrealized (losses) gains on securities available-for-sale (1,828 ) 1,330
Reclassification of net realized (income) losses in net income⁽¹⁾ - (1 )
Unrealized (losses) gains on securities available-for-sale (1,828 ) 1,329
Income tax benefit (expense) 383 (280 )
Unrealized (losses) gains on securities available-for-sale, net of tax (1,445 ) 1,049
Comprehensive income $ 3,081 $ 3,096


		Three months ended						Six months ended
Periods ended June 30, (in thousands)		2021			2020			2021			2020
Net income	$	4,353		$	2,734		$	8,879		$	4,781
Other comprehensive income
Net unrealized gains (losses) on securities available-for-sale		874			470			(954	)		1,799
Reclassification of net realized losses (gains) in net income ⁽¹⁾		9			(181	)		9			(182	)
Unrealized gains (losses) on securities available-for-sale		883			289			(945	)		1,617
Income tax (expense) benefit		(186	)		(61	)		197			(340	)
Unrealized gains (losses) on securities available-for-sale, net of tax		697			228			(748	)		1,277
Comprehensive income	$	5,050		$	2,962		$	8,131		$	6,058

^{(1) Reclassification adjustments include realized security gains and losses. The gains and losses have been reclassified out of accumulated other comprehensive (loss) income and have affected certain lines in the consolidated statements of income as follows: The pre-tax amount is reflected as (losses) gains on sales and calls of available-for-sale securities, net, the tax effect which is immaterial to Salisbury's consolidated results, is included in the income tax provision and the after tax amount is included in net income. The net tax effect for the three months ending June 30, 2021 and 2020 are $2 thousand and $38 thousand, respectively. The net tax effect for the six month periods ending June 30, 2021 and 2020 are $2 thousand and $38 thousand, respectively.}

~~Salisbury~~Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)

(dollars in thousands)
Common Stock Paid-in Retained Unearned compensation restricted stock Accumulated other comprehensive Total shareholders'
Shares Amount Capital Earnings awards income (loss) equity
Balances at December 31, 2019 2,825,912 $ 283 $ 44,490 $ 68,320 $ (795 ) $ 1,357 $ 113,655
Net income - - - 2,047 - - 2,047
Other comprehensive income, net of tax - - - - - 1,049 1,049
Common stock dividends declared ($0.29 per share) - - - (820 ) - - (820 )
Stock Options exercised 3,105 - 53 - - - 53
Stock based compensation-restricted stock awards - - 23 - 136 - 159
Balances at March 31, 2020 2,829,017 $ 283 $ 44,566 $ 69,547 $ (659 ) $ 2,406 $ 116,143
Balances at December 31, 2020 2,843,292 $ 284 $ 45,264 $ 76,974 $ (774 ) $ 3,004 $ 124,752
Net income - - - 4,526 - - 4,526
Other comprehensive loss, net of tax - - - - - (1,445 ) (1,445 )
Common stock dividends declared ($0.29 per share) - - - (825 ) - - (825 )
Issuance of restricted common stock 100 - 4 - (4 ) - -
Stock Options exercised 1,755 1 30 - - - 31
Stock based compensation-restricted stock awards - - 71 - 132 - 203
Balances at March 31, 2021 2,845,147 $ 285 $ 45,369 $ 80,675 $ (646 ) $ 1,559 $ 127,242


Three months ended June 30, (dollars in thousands)	Common Stock					Paid-in			Retained			Unearned compensation restricted stock			Accumulated other comprehensive		Total shareholders'
	Shares			Amount		Capital			Earnings			awards			income		equity
Balances at March 31, 2020		2,829,017		$	283	$	44,566		$	69,547		$	(659	)	$	2,406	$	116,143
Net income		-			-		-			2,734			-			-		2,734
Other comprehensive income, net of tax		-			-		-			-			-			228		228
Common stock dividends declared		-			-		-			(820	)		-			-		(820	)
Issuance of restricted stock awards		11,775			1		421			-			(422	)		-		-
Stock options exercised		-			-		-			-			-			-		-
Forfeiture of stock awards		(700	)		-		(29	)		-			29			-		-
Issuance of director’s restricted stock awards		3,200			-		114			-			(114	)		-		-
Stock based compensation-restricted stock awards		-			-		24			-			135			-		159
Balances at June 30, 2020		2,843,292		$	284	$	45,096		$	71,461		$	(1,031	)	$	2,634	$	118,444
Balances at March 31, 2021		2,845,147		$	285	$	45,369		$	80,675		$	(646	)	$	1,559	$	127,242
Net income		-			-		-			4,353			-			-		4,353
Other comprehensive income, net of tax		-			-		-			-			-			697		697
Common stock dividends declared		-			-		-			(854	)		-			-		(854	)
Issuance of restricted stock awards		13,750			1		619			-			(620	)		-		-
Stock options exercised		-			-		-			-			-			-		-
Issuance of director’s restricted stock awards		2,800			-		126			-			(126	)		-		-
Stock based compensation-restricted stock awards		-			-		103			-			168			-		271
Balances at June 30, 2021		2,861,697		$	286	$	46,217		$	84,174		$	(1,224	)	$	2,256	$	131,709

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


Six months ended June 30, (dollars in thousands)	Common Stock					Paid-in			Retained			Unearned compensation restricted stock			Accumulated other comprehensive			Total shareholders'
	Shares			Amount		Capital			Earnings			awards			(loss) income			equity
Balances at December 31, 2019		2,825,912		$	283	$	44,490		$	68,320		$	(795	)	$	1,357		$	113,655
Net income		-			-		-			4,781			-			-			4,781
Other comprehensive income, net of tax		-			-		-			-			-			1,277			1,277
Common stock dividends declared		-			-		-			(1,640	)		-			-			(1,640	)
Issuance of restricted stock awards		11,775			1		421			-			(422	)		-			-
Stock options exercised		3,105			-		53			-			-			-			53
Forfeiture of restricted stock awards		(700	)		-		(29	)		-			29			-			-
Issuance of director’s restricted stock awards Stock based compensation-restricted		3,200			-		114			-			(114	)		-			-
Stock based compensation-restricted stock awards		-			-		47			-			271			-			318
Balances at June 30, 2020		2,843,292		$	284	$	45,096		$	71,461		$	(1,031	)	$	2,634		$	118,444
Balances at December 31, 2020		2,843,292		$	284	$	45,264		$	79,974		$	(774	)	$	3,004		$	124,752
Net income		-			-		-			8,879			-			-			8,879
Other comprehensive loss, net of tax		-			-		-			-			-			(748	)		(748	)
Common stock dividends declared		-			-		-			(1,679	)		-			-			(1,679	)
Issuance of restricted stock awards		13,850			1		623			-			(624	)		-			-
Stock options exercised		1,755			30		-			-			-			-			31
Issuance of director’s restricted stock awards Stock based compensation-restricted		2,800			-		126			-			(126	)		-			-
Stock based compensation-restricted stock awards		-			-		174			-			300			-			474
Balances at June 30, 2021		2,861,697		$	286	$	46,217		$	84,174		$	(1,224	)	$	2,256		$	131,709

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

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Six months ended June 30, (in thousands)		2021			2020
Operating Activities
Net income	$	8,879		$	4,781
Adjustments to reconcile net income to net cash provided by operating activities
Amortization(accretion) and depreciation
Securities		463			231
Bank premises and equipment		756			720
Core deposit intangible		136			170
Modification fees on Federal Home Loan Bank of Boston advances		11			59
Subordinated debt issuance costs		144			12
Mortgage servicing rights		131			28
Fair value adjustment on deposits		-			(2	)
Loss (gain) on sales and calls of securities available-for-sale, net		9			(182	)
Loss (gain) on CRA mutual fund		14			(22	)
Gain on sales of loans, excluding capitalized servicing rights		(621	)		(295	)
Gain on sale of disposed assets		(6	)		-
(Release) provision for loan losses		(917	)		3,512
Proceeds from loans sold		28,546			18,117
Loans originated for sale		(25,605	)		(22,803	)
Decrease in deferred loan origination fees and costs, net		517			2,701
Mortgage servicing rights originated		(258	)		(143	)
Decrease in mortgage impairment charge		(9	)		-
Decrease (increase) in interest receivable		16			(573	)
Decrease (increase) in deferred tax benefit		219			(1,026	)
(Increase) decrease in prepaid expenses		(97	)		367
Increase in cash surrender value of life insurance policies		(251	)		(266	)
Decrease (increase) in other assets		80			(8	)
Increase in income taxes payable		631			1,728
Decrease in accrued expenses		(188	)		(1,556	)
(Decrease) increase in interest payable		(1,174	)		109
Increase in other liabilities		80			44
Stock based compensation-restricted stock awards		474			318
Net cash provided by operating activities	$	11,982		$	6,021
Investing Activities
Net redemptions (purchases) of Federal Home Loan Bank of Boston stock		209			(111	)
Purchases of securities available-for-sale		(72,654	)		(15,417	)
Proceeds from sales of securities available-for-sale		2,407			10,598
Proceeds from calls of securities available-for-sale		1,500			655
Proceeds from maturities of securities available-for-sale		14,306			8,082
Reinvestment of CRA mutual fund		(6	)		(8	)
Loan originations and principal collections, net		(4,258	)		(119,192	)
Recoveries of loans previously charged off		51			34
Proceeds from sales of other real estate owned		-			314
Proceeds from sales of disposed assets		18			-
Capital expenditures		(1,788	)		(1,285	)
Net cash utilized by investing activities	$	(60,215	)	$	(116,330	)

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

Salisbury Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(unaudited)~~

Three months ended March 31, (in thousands) 2021 2020
Operating Activities
Net income $ 4,526 $ 2,047
Adjustments to reconcile net income to net cash provided by operating activities:
(Accretion), amortization and depreciation:
Securities 178 105
Bank premises and equipment 363 355
Core deposit intangible 71 87
Modification fees on Federal Home Loan Bank of Boston advances 5 45
Subordinated debt issuance costs 4 6
Mortgage servicing rights 75 16
Fair value adjustment on deposits - (1 )
(Gains) and losses, including write-downs
Loss (gain) on CRA mutual fund 16 (14 )
Gain on securities available-for-sale, net - (1 )
Gain on sales of loans, excluding capitalized servicing rights (494 ) (45 )
Provision for loan losses 158 1,706
Proceeds from loans sold 21,281 3,157
Loans originated for sale (20,365 ) (3,360 )
Decrease in deferred loan origination fees and costs, net 993 33
Mortgage servicing rights originated (193 ) (33 )
Decrease in mortgage servicing rights impairment reserve (9 ) -
Decrease (increase) in interest receivable 136 (22 )
Deferred tax benefit (54 ) (205 )
(Increase) decrease in prepaid expenses (36 ) 18
Increase in cash surrender value of life insurance policies (125 ) (134 )
Increase in other assets (497 ) (78 )
Decrease in accrued expenses (1,002 ) (2,969 )
Increase in income tax payable 1,118 408
(Decrease) increase in interest payable (6 ) 219
Increase in other liabilities 48 613
Stock based compensation-restricted stock awards 203 159
Net cash provided by operating activities 6,394 2,112
Investing Activities
Redemption of Federal Home Loan Bank of Boston stock - 509
Purchases of securities available-for-sale (40,466 ) (2,729 )
Reinvestment of CRA mutual fund (3 ) (4 )
Proceeds from calls of securities available-for-sale - 655
Proceeds from maturities/principal payments of securities available-for-sale 9,528 3,767
Loan originations and principal collections, net (14,611 ) (23,497 )
Recoveries of loans previously charged off 13 29
Proceeds from sale of OREO - 314
Capital expenditures (839 ) (505 )
Net cash utilized by investing activities $ (46,378 ) $ (21,461 )

~~Salisbury Bancorp, Inc. and Subsidiary~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)~~ (Continued)

Three months ended March 31, (in thousands)		2021			2020
Six months ended June 30, (in thousands)								2021			2020
Financing Activities
Increase (decrease) in deposit transaction accounts, net	$	85,358		$	(1,068	)
(Decrease) increase in time deposits, net		(3,261	)		47,182
Increase in deposit transaction accounts, net							$	109,153		$	144,015
Increase in time deposits, net								5,142			22,080
Increase (decrease) in securities sold under agreements to repurchase, net		1,571			(3,601	)		10,376			(721	)
Federal Home Loan Bank of Boston advances, net change in advances with maturity dates less than three months		-			(20,000	)
Advances on Federal Home Loan Bank of Boston long term advances		-			10,000
Issuance of subordinated debt, net of costs		24,418			-
Principal payments on amortizing FHLB Advances		(1,248	)		-
Federal Home Loan Bank of Boston short-term advances, net change								-			(20,000	)
Advances on Federal Home Loan Bank of Boston advances								-			25,000
Principal payments on amortizing FHLB advances								(2,498	)		(828	)
Issuance of Subordinated debt, net of issuance costs								24,418			-
Repayment of Subordinated debt								(10,000	)		-
Principal payments on note payable		(11	)		(9	)		(19	)		(18	)
Principal payments on finance lease obligations		(15	)		(11	)
Decrease in finance lease obligation								(27	)		(22	)
Stock options exercised		31			53			31			53
Common stock dividends paid		(825	)		(820	)		(1,679	)		(1,640	)
Net cash provided by financing activities		106,018			31,726			134,897			167,919
Net increase in cash and cash equivalents		66,034			12,377			86,664			57,610
Cash and cash equivalents, beginning of period		93,162			26,885			93,162			26,885
Cash and cash equivalents, end of period	$	159,196		$	39,262		$	179,826		$	84,495
Cash paid during period
Interest	$	743		$	1,662		$	1,649		$	3,078
Income taxes		183			140			1,563			245
Non-cash supplemental
Available for Sale Security Due from Broker							$	904		$	0

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

Salisbury Bancorp, Inc. and Subsidiary

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

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

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

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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying condensed financial statements should be read in conjunction with the financial statements and notes thereto included in Salisbury's 2020 Annual Report on Form 10-K for the year ended December 31, 2020.

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 provides 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.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. Under current U.S. GAAP, companies generally recognize credit losses when it is probable that the loss has been incurred. The revised guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. ASU 2016-13 also amends the credit loss measurement guidance for available-for-sale debt securities and beneficial interests in securitized financial assets. In April 2019, the FASB issued ASU 2019-04 which clarified the treatment of accrued interest when measuring credit losses. Entities may: (1) measure the allowance for credit losses on accrued interest receivable balances separately from other components of the amortized cost basis of associated financial assets; (2) make various accounting policy elections regarding the treatment of accrued interest receivable; or (3) elect a practical expedient to disclose separately the total amount of accrued interest included in the amortized cost basis as a single balance to meet certain disclosure requirements. ASU 2019-04 also clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed the aggregate of amounts previously written off and expected to be written off by the entity. In addition, for collateral dependent financial assets, the amendments clarify that an allowance for credit losses that is added to the amortized cost basis of the financial asset(s) should not exceed amounts previously written off. In November 2019, the FASB issued ASU 2019-10, which delayed the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022 for smaller reporting companies, although early adoption is permitted. Salisbury meets the definition of a smaller reporting company. In November 2019, the FASB issued ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which clarified or addressed specific issues about certain aspects of the amendments in ASU 2016-13. The amendments in ASU 2019-11 clarified the following: (1) The allowance for credit losses (ACL) for purchased financial assets with credit deterioration should include expected recoveries of amounts previously written off and expected to be written off by the entity and should not exceed the aggregate of amounts of the amortized cost basis previously written off and expected to be written off by an entity. In addition, the amendments clarify that when a method other than a discounted cash flow method is used to estimate expected credit losses, expected recoveries should not include any amounts that result in an acceleration of the noncredit discount. An entity may include increases in expected cashflows after acquisition; (2) Transition relief will be provided by permitting entities an accounting policy election to adjust the effective interest rate on existing troubled debt restructurings using prepayment assumptions on the date of adoption of Topic 326 rather than the prepayment assumptions in effect immediately before the restructuring; (3) Disclosure relief will be extended for accrued interest receivable balances to additional relevant disclosures involving amortized cost basis; (4) An entity should assess whether it reasonably expects the borrower will be able to continually replenish collateral securing the financial asset to apply the practical expedient. The amendments clarify that an entity applying the practical expedient should estimate expected credit losses for any difference between the amount of the amortized cost basis that is greater than the fair value of the collateral securing the financial asset (that is, the unsecured portion of the amortized cost basis). An entity may determine that the expectation of nonpayment for the amount of the amortized cost basis equal to the fair value of the collateral securing the financial asset is zero.

Upon adoption, Salisbury will apply the standards' provisions as a cumulative effect adjustment to retained earnings as of the first reporting period in which the guidance is effective. Salisbury anticipates that the adoption of ASU 2016-13 and related updates will impact the consolidated financial statements as it relates to the balance in the allowance for loan losses. Salisbury has engaged a third-party software vendor to model the allowance for loan losses in conformance with this ASU. Salisbury will continue to refine this model and assess the impact to its consolidated financial statements.

The Bank is working towards the completion of its ACL methodology. To estimate the ACL for loans and off-balance sheet credit exposures, such as unfunded loan commitments, the ~~Corporation~~Bank will utilize a discounted cash flow model that contains additional assumptions to calculate credit losses over the estimated life of financial assets and off-balance sheet credit exposures and will include the impact of forecasted economic conditions. The estimate is expected to include a one-year reasonable and supportable forecast period and thereafter a one-year reversion period to the historical mean of its macroeconomic assumption. The estimate will also include qualitative factors that may not be reflected in quantitatively derived results to ensure that the ACL reflects a reasonable estimate of current expected credit losses.

Based on the credit quality of Salisbury's existing available for sale debt securities portfolio, which primarily consists of obligations of U.S. government agency and U.S. government-sponsored enterprise securities, including mortgage-backed securities, Salisbury does not expect the adoption of ASU 2016-13, as it relates to debt securities, to be significant. For available for sale debt securities with unrealized losses, credit losses will be recognized as an allowance rather than a reduction in the amortized cost of the securities. As a result, improvements to estimated credit losses will be recognized immediately in earnings rather than as interest income over time.

The Bank is currently refining various ACL assumptions and running parallel calculations on a monthly basis. Salisbury expects to complete independent model validation and to finalize its documentation of ACL processes and controls by the first quarter of 2023.

In December 2019, the FASB issued ASU 2019-12, "Simplifying the Accounting for Income Taxes." The amendments in this Update simplify the accounting for income taxes by removing the following exceptions:1. Exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income) 2. Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment 3. Exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary 4. Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in this Update also simplify the accounting for income taxes by doing the following: 1. Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax. 2. Requiring that an entity evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction. 3. Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority. 4. Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. 5. Making minor Codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. On January 1, 2021, Salisbury adopted the new standard, which did not have a material impact on Salisbury's Consolidated Financial Statements.

In October 2020, the FASB issued ASU 2020-08, "Codification Improvements to Subtopic 310-20, Receivables - Nonrefundable Fees and Other Costs. Under current generally accepted accounting principles, entities amortize the premium on purchased callable debt securities to the earliest call date. If a callable debt security contains additional future call dates, entities should consider whether the amortized cost basis exceeded the amount repayable by the issuer at the next call date. If so, the excess or premium should be amortized to the next call date. This ASU clarifies that the next call date is the first date when a call option at a specified price becomes exercisable. Once that date has passed, the next call date is when the next call option at a specified price becomes exercisable, if applicable. If there is no remaining premium or if there are no further call dates, the entity shall reset the effective yield using the payment terms of the debt security. ASU 2020-08 is effective for interim and annual reporting periods beginning after December 15, 2020. On January 1, 2021, Salisbury adopted the new standard, which did not have a material impact on Salisbury's Consolidated Financial Statements.

In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848)." In response to the risk of cessation of the London Interbank Offered Rate (LIBOR) as a reference rate, this ASU clarifies the scope of Topic 848 so that derivatives affected by this transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. An entity may elect to apply the amendments in this ASU on a full retrospective basis as of any date from the beginning interim period that includes or is subsequent to March 12, 2020 or on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that the financial statements are available to be issued. Salisbury is currently evaluating the impact of the transition from LIBOR to a new reference rate.

NOTE 2 - SECURITIES

The composition of securities is as follows:

(in thousands) Amortized cost basis (1) Gross un-realized gains Gross un-realized losses Fair value
March 31, 2021
Available-for-sale
U.S. Government Agency notes $ 19,095 $ 133 $ 86 $ 19,142
Municipal bonds 27,500 1,293 74 28,719
Mortgage-backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises 55,435 786 499 55,722
Collateralized mortgage obligations:
U.S. Government agencies 14,590 321 62 14,849
Corporate bonds 8,750 161 - 8,911
Total securities available-for-sale $ 125,370 $ 2,694 $ 721 $ 127,343
CRA mutual fund $ 904
Non-marketable securities
Federal Home Loan Bank of Boston stock $ 1,713 $ - $ - $ 1,713
(in thousands) Amortized cost basis (1) Gross un-realized gains Gross un-realized losses Fair value
December 31, 2020
Available-for-sale
U.S. Government Agency notes $ 7,735 $ 153 $ 37 $ 7,851
Municipal bonds 25,831 1,787 1 27,617
Mortgage-backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises 35,240 1,376 43 36,573
Collateralized mortgage obligations:
U.S. Government agencies 17,054 400 - 17,454
Corporate bonds 8,750 166 - 8,916
Total securities available-for-sale $ 94,610 $ 3,882 $ 81 $ 98,411
CRA mutual fund $ 917
Non-marketable securities
Federal Home Loan Bank of Boston stock $ 1,713 $ - $ - $ 1,713

(in thousands)		Amortized cost basis		Gross unrealized gains		Gross unrealized losses		Fair value
June 30, 2021
Available-for-sale
U.S. Government Agency notes	$	35,303	$	286	$	62	$	35,527
Municipal bonds		29,485		1,614		20		31,079
Mortgage-backed securities:
U.S. Government agencies and U.S. Government- sponsored enterprises		60,446		991		441		60,996
Collateralized mortgage obligations:
U.S. Government agencies		12,440		285		10		12,715
Corporate bonds		10,000		213		-		10,213
Total securities available-for-sale	$	147,674	$	3,389	$	533	$	150,530
CRA mutual fund							$	909
Non-marketable securities
Federal Home Loan Bank of Boston stock	$	1,504	$	-	$	-	$	1,504

(in thousands)		Amortized cost basis		Gross unrealized gains		Gross unrealized losses		Fair value
December 31, 2020
Available-for-sale
U.S. Government Agency notes	$	7,735	$	153	$	37	$	7,851
Municipal bonds		25,831		1,787		1		27,617
Mortgage-backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises		35,240		1,376		43		36,573
Collateralized mortgage obligations:
U.S. Government agencies		17,054		400		-		17,454
Corporate bonds		8,750		166		-		8,916
Total securities available-for-sale	$	94,610	$	3,882	$	81	$	98,411
CRA mutual fund							$	917
Non-marketable securities
Federal Home Loan Bank of Boston stock	$	1,713	$	-	$	-	$	1,713

Salisbury ~~did not sell any~~sold $3.3 million of available-for-sale securities during the three and six month periods ended ~~March 31,~~June 30, 2021 realizing a pre-tax gain of $9 thousand and ~~March 31,~~a related tax expense of $2 thousand. Salisbury sold $10.6 million of available-for-sale securities during the three and six month periods ended June 30, 2020 ~~respectively.~~realizing a pre-tax gain of $182 thousand and a related tax expense of $38 thousand.

The following table summarizes 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
March 31, 2021 (in thousands) Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses
Available-for-sale
U.S. Government Agency notes $ 10,993 $ 86 $ - $ - $ 10,993 $ 86
Municipal bonds 4,996 74 - - 4,996 74
Mortgage- backed securities:
U.S. Government agencies and U.S. Government- sponsored enterprises 36,534 499 - - 36,534 499
Collateralized mortgage obligations:
U.S. Government agencies 4,030 62 - - 4,030 62
Total temporarily impaired securities $ 56,553 $ 721 $ - $ - $ 56,553 $ 721


	Less than 12 Months				12 Months or Longer				Total
June 30, 2021 (in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Available-for-sale
U.S. Government Agency notes	$	17,155	$	62	$	-	$	-	$	17,155	$	62
Municipal bonds		2,896		20		-		-		2,896		20
Mortgage- backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises		30,869		441		-		-		30,869		441
Collateralized mortgage obligations:
U.S. Government agencies		1,429		10		-		-		1,429		10
Total temporarily impaired securities	$	52,349	$	533	$	-	$	-	$	52,349	$	533


	Less than 12 Months				12 Months or Longer				Total
December 31, 2020 (in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Available-for-sale
U.S. Government Agency notes	$	2,553	$	36	$	20	$	1	$	2,573	$	37
Municipal bonds		558		1		-		-		558		1
Mortgage- backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises		3,761		42		45		1		3,806		43
Total temporarily impaired securities	$	6,872	$	79	$	65	$	2	$	6,937	$	81

Less than 12 Months 12 Months or Longer Total
December 31, 2020 (in thousands) Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses
Available-for-sale
U.S. Government Agency notes $ 2,553 $ 36 $ 20 $ 1 $ 2,573 $ 37
Municipal bonds 558 1 - - 558 1
Mortgage- backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises 3,761 42 45 1 3,806 43
Total temporarily impaired securities $ 6,872 $ 79 $ 65 $ 2 $ 6,937 $ 81

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

March 31, 2021 (in thousands) Maturity Amortized cost Fair value Yield⁽¹⁾
U.S. Government Agency notes After 1 year but within 5 years $ 4,497 $ 4,512 2.32 %
After 5 year but within 10 years 2,995 2,964 1.35
Total 7,492 7,476 1.93
Municipal bonds After 5 year but within 10 years 3,038 3,188 2.71
After 10 years 24,462 25,531 2.94
Total 27,500 28,719 2.92
Mortgage-backed securities, Collateralized mortgage obligations,
U.S. Government agencies and sponsored enterprises Not a single maturity 81,628 82,237 1.94
Corporate bonds After 5 years but within 10 years 8,750 8,911 5.22
Securities available-for-sale $ 125,370 $ 127,343 2.39 %

June 30, 2021 (in thousands)	Maturity	Amortized cost			Fair value	Yield⁽¹⁾
U.S. Government Agency notes	After 1 year but within 5 years	$	3,497	$	3,502	2.77	%
	After 5 year but within 10 years		15,917		15,931	1.30
	Total		19,414		19,433	1.56
Municipal bonds	After 5 year but within 10 years		3,030		3,210	2.71
	After 10 years		26,455		27,869	2.85
	Total		29,485		31,079	2.84
Mortgage-backed securities, Collateralized mortgage obligations,
U.S. Government agencies and sponsored enterprises	Not a single maturity		88,775		89,805	1.73
Corporate bonds	After 5 years but within 10 years		10,000		10,213	4.88
Securities available-for-sale		$	147,674	$	150,530	2.14	%

⁽¹⁾Yield is based on amortized cost.

Salisbury evaluates debt securities for ~~other-than-temporary impairment ("OTTI") when~~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 whether it has the 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 ~~debt~~ securities were OTTI at ~~March 31,~~June 30, 2021.

U.S. Government Agency notes: The contractual cash flows are guaranteed by the U.S. government. ~~Twelve~~Fifteen securities had unrealized losses at ~~March 31,~~June 30, 2021, which approximated ~~0.78%~~0.36% of their amortized cost. Changes in fair values are a function of changes in investment spreads and interest rate movements and not changes in credit quality since time of purchase. Management expects to recover the entire amortized cost basis of these securities. Furthermore, Salisbury evaluates these securities for strategic fit and may reduce its position in these securities, although 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, and does not intend to sell these securities. Management evaluated the impairment status of these debt securities, and concluded that the gross unrealized losses were temporary in nature. Therefore, management does not consider these investments to be other-than temporarily impaired at ~~March 31, 2021~~June 30, 2021.

Municipal bonds: Salisbury performed a detailed analysis of the municipal bond portfolio. ~~Eight~~Four securities had unrealized losses at ~~March 31,~~June 30, 2021, which approximated ~~1.47%~~0.69% of their amortized cost. Management believes the unrealized loss position is attributable to interest rate and spread movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities. Furthermore, Salisbury evaluates these securities for strategic fit and may reduce its position in these securities, although 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, and does not intend to sell these securities. Management evaluated the impairment status of these debt securities, and concluded that the gross unrealized losses were temporary in nature. Therefore, management does not consider these investments to be other-than temporarily impaired at ~~March 31,~~June 30, 2021.

U.S. Government agency and U.S. Government-sponsored mortgage-backed securities and collateralized mortgage obligations: The contractual cash flows are guaranteed by U.S. government agencies and U.S. government-sponsored enterprises. ~~Thirty seven~~Thirty-eight securities had unrealized losses at ~~March 31,~~June 30, 2021, which approximated ~~1.36%~~1.40% of their amortized cost. 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 evaluates these securities for strategic fit and may reduce its position in these securities, although 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, and does not intend to sell these securities. Therefore, management does not consider these investments to be other-than-temporarily impaired at ~~March 31,~~June 30, 2021.

The Federal Home Loan Bank of Boston (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. 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, 2021. 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.

NOTE 3 - LOANS

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

(In thousands)		March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Residential 1-4 family	$	344,527		$	352,001		$	353,652		$	352,001
Residential 5+ multifamily		37,789			37,058			36,972			37,058
Construction of residential 1-4 family		10,435			8,814			12,251			8,814
Home equity lines of credit		26,240			27,804			25,262			27,804
Residential real estate		418,991			425,677			428,137			425,677
Commercial		306,830			310,841			312,646			310,841
Construction of commercial		34,312			31,722			41,983			31,722
Commercial real estate		341,142			342,563			354,629			342,563
Farm land		3,606			3,198			3,529			3,198
Vacant land		13,228			14,079			13,006			14,079
Real estate secured		776,967			785,517			799,301			785,517
Commercial and industrial		249,357			227,148
Commercial and industrial ex PPP Loans								156,849			140,516
PPP Loans								61,908			86,632
Total Commercial and industrial								218,757			227,148
Municipal		21,495			21,512			18,341			21,512
Consumer		8,617			7,687			9,543			7,687
Loans receivable, gross		1,056,436			1,041,864			1,045,942			1,041,864
Deferred loan origination (fees) and costs, net		(1,365	)		(372	)
Deferred loan origination fees, net								(889	)		(372	)
Allowance for loan losses		(13,886	)		(13,754	)		(12,708	)		(13,754	)
Loans receivable, net	$	1,041,185		$	1,027,738		$	1,032,345		$	1,027,738
Loans held-for-sale
Residential 1-4 family	$	2,313		$	2,735		$	415		$	2,735

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

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

At ~~March 31,~~June 30, 2021 and December 31, 2020, Salisbury serviced commercial loans for other banks under loan participation agreements totaling $~~68.0~~56.0 million and $65.3 million, respectively.

Concentrations of Credit Risk

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

Salisbury's commercial loan portfolio is comprised of loans to diverse industries, several of which may experience operating challenges due to the COVID-19 virus pandemic ("virus"). Approximately 40% of the Bank's commercial loan portfolio are to entities who operate rental properties, which include commercial strip malls, smaller rental units as well as multi-unit dwellings. Approximately ~~14%~~13% of the Bank's commercial loans are to entities in the hospitality industry, which includes hotels, bed & breakfast inns and restaurants. Approximately 8% of the Bank's commercial loans are to educational institutions and approximately 5%6% of Salisbury's commercial loans are to entertainment and recreation related businesses, which include camps and amusement parks. Salisbury's commercial real estate exposure as a percentage of the Bank's total risk-based capital, which represents Tier 1 plus Tier 2 capital, was approximately ~~165%~~163% as of ~~March 31,~~June 30, 2021 and 182% at December 31, 2020 compared to the regulatory monitoring guideline of 300%.

Salisbury's commercial loan exposure is mitigated by a variety of factors including the personal liquidity of the borrower, real estate and/or non-real estate collateral, U.S. Department of Agriculture or Small Business Administration ("SBA") guarantees, loan payment deferrals and economic stimulus loans from the U.S. government as a result of the virus, and other factors. Due to the COVID-19 pandemic, the Bank may experience higher loan payment delinquencies and higher loan charge-offs, which could warrant increased provisions for loan losses. ~~Management is currently unable to predict the extent to which the COVID-19 pandemic will impact these and other borrowers.~~

~~On a year-to-date basis through March 31,~~In 2021 Salisbury processed ~~435~~472 applications for loans of approximately $4748.2 million under the SBA's ~~PPP program.~~ Paycheck Protection Program (PPP).~~The PPP loans are reported in the Commercial and Industrial category at their outstanding principal balance, net of unamortized deferred loan origination fees and costs on originated loans.~~ Interest income is accrued on the unpaid principal ~~balance.~~balance of these loans. Deferred loan origination fees and costs on ~~the~~PPP loans ~~originated in 2021~~ are amortized as an adjustment to yield over the lives of the related loans, which is predominately five years. For the three and six months ended ~~March 31,~~June 30, 2021, Salisbury recorded ~~net~~ interest income of $0.2 million and $0.4 million, respectively, and net ~~origination~~fee income of approximately $0.6 million and $1.6 million, respectively, on PPP loans. Total net fees on PPP loans originated in 2020 and 2021, that will be recognized over the life of the loans, are estimated at $3.1 million and $2.1 million, respectively. In 2020 and the six-month period ended June 30, 2021, Salisbury recognized total net fees of approximately $~~1.1~~2.9 million on PPP ~~loans. At March 31, 2021~~loans originated in 2020. Salisbury had gross PPP loan balances of $9461.9 million ~~net of deferred fees,~~ on its consolidated balance sheet at June 30, 2021 compared with ~~approximately~~ $8586.6 million at December 31, 2020. Approximately $13.7 million of the June 30, 2021 balance related to PPP loans originated in 2020 and $48.2 million related to PPP loans originated in 2021.

Credit Quality

Salisbury uses credit risk ratings as part of its determination of the allowance for loan losses. Credit risk ratings categorize loans by common financial and structural characteristics that measure the credit strength of a borrower. The rating model has eight risk rating grades, with each grade corresponding to a progressively greater risk of default. Grades 1 through 4 are pass ratings and 5 through 8 are criticized as defined by the regulatory agencies. Risk ratings are assigned to differentiate risk within the portfolio and are reviewed on an ongoing basis and revised, if needed, to reflect changes in the borrowers' current financial position and outlook, risk profiles and the related collateral and structural positions.

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

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

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

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

Management actively reviews and tests its credit risk ratings against actual experience and engages an independent third-party to annually validate its assignment of credit risk ratings. In addition, the Bank's loan portfolio is examined periodically by its regulatory agencies, the Federal Deposit Insurance Corporation ("FDIC") and the Connecticut Department of Banking ("CTDOB").

The composition of loans receivable by risk rating grade is presented below. The increase in the balance of loans classified as "substandard" at ~~March 31,~~June 30, 2021 primarily reflected the downgrade of loans to certain borrowers in the hospitality and entertainment industries who are receiving loan payments deferrals due to COVID-19. Such loans were classified as either "pass" or "special mention" at December 31, 2020. In second quarter 2021, Salisbury sold certain commercial construction and commercial real estate loans, which were rated as "substandard" at December 31, 2020.

(in thousands)	Pass		Special mention		Substandard		Doubtful		Loss		Total		Pass		Special mention		Substandard		Doubtful		Loss		Total
March 31, 2021
June 30, 2021
Residential 1-4 family	$	334,636	$	5,807	$	4,084	$	-	$	-	$	344,527	$	344,976	$	4,553	$	4,123	$	-	$	-	$	353,652
Residential 5+ multifamily		35,919		180		1,690		-		-		37,789		35,204		85		1,683		-		-		36,972
Construction of residential 1-4 family		10,435		-		-		-		-		10,435		12,251		-		-		-		-		12,251
Home equity lines of credit		25,756		247		237		-		-		26,240		24,879		236		147		-		-		25,262
Residential real estate		406,746		6,234		6,011		-		-		418,991		417,310		4,874		5,953		-		-		428,137
Commercial		262,655		7,163		37,012		-		-		306,830		269,496		6,855		36,295		-		-		312,646
Construction of commercial		34,086		-		226		-		-		34,312		41,983		-		-		-		-		41,983
Commercial real estate		296,741		7,163		37,238		-		-		341,142		311,479		6,855		36,295		-		-		354,629
Farm land		1,636		1,369		601		-		-		3,606		1,619		1,316		594		-		-		3,529
Vacant land		12,344		847		37		-		-		13,228		12,927		44		35		-		-		13,006
Real estate secured		717,467		15,613		43,887		-		-		776,967		743,335		13,089		42,877		-		-		799,301
Commercial and industrial		246,241		920		1,906		290		-		249,357		215,693		914		1,867		283		-		218,757
Municipal		21,495		-		-		-		-		21,495		18,341		-		-		-		-		18,341
Consumer		8,593		-		24		-		-		8,617		9,520		1		22		-		-		9,543
Loans receivable, gross	$	993,796	$	16,533	$	45,817	$	290	$	-	$	1,056,436	$	986,889	$	14,004	$	44,766	$	283	$	-	$	1,045,942

(in thousands)	Pass		Special mention		Substandard		Doubtful		Loss		Total
December 31, 2020
Residential 1-4 family	$	342,243	$	5,615	$	4,143	$	-	$	-	$	352,001
Residential 5+ multifamily		35,272		90		1,696		-		-		37,058
Construction of residential 1-4 family		8,814		-		-		-		-		8,814
Home equity lines of credit		27,393		257		154		-		-		27,804
Residential real estate		413,722		5,962		5,993		-		-		425,677
Commercial		276,866		15,565		18,410		-		-		310,841
Construction of commercial		31,493		-		229		-		-		31,722
Commercial real estate		308,359		15,565		18,639		-		-		342,563
Farm land		1,612		-		1,586		-		-		3,198
Vacant land		13,992		50		37		-		-		14,079
Real estate secured		737,685		21,577		26,255		-		-		785,517
Commercial and industrial		224,906		1,271		632		339		-		227,148
Municipal		21,512		-		-		-		-		21,512
Consumer		7,660		-		27		-		-		7,687
Loans receivable, gross	$	991,763	$	22,848	$	26,914	$	339	$	-	$	1,041,864

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


			Past due																Past due

									180		30		Accruing												180		30		Accruing
(in thousands)									days		days		90 days												days		days		90 days
			30-59		60-89		90-179		and		and		and		Non-				30-59		60-89		90-179		and		and		and		Non-
	Current		days		days		days		over		over		over		accrual		Current		days		days		days		over		over		over		accrual
March 31, 2021
June 30, 2021
Residential 1-4 family	$	341,636	$	1,806	$	-	$	372	$	713	$	2,891	$	-	$	1,358	$	352,735	$	128	$	457	$	-	$	332	$	917	$	-	$	1,544
Residential 5+ multifamily		36,928		-		-		-		861		861		-		861		36,111		-		-		-		861		861		-		861
Construction of residential 1-4 family		10,435		-		-		-		-		-		-		-		12,251		-		-		-		-		-		-		-
Home equity lines of credit		26,119		8		-		9		104		121		-		237		24,923		182		46		7		104		339		-		147
Residential real estate		415,118		1,814		-		381		1,678		3,873		-		2,456		426,020		310		503		7		1,297		2,117		-		2,552
Commercial		306,233		293		-		209		95		597		40		2,233		310,574		1,538		31		503		-		2,072		-		2,000
Construction of commercial		34,312		-		-		-		-		-		-		-		41,983		-		-		-		-		-		-		-
Commercial real estate		340,545		293		-		209		95		597		40		2,233		352,557		1,538		31		503		-		2,072		-		2,000
Farm land		3,005		4		147		450		-		601		450		151		2,940		-		139		-		450		589		-		594
Vacant land		13,191		-		-		37		-		37		-		37		13,006		-		-		-		-		-		-		35
Real estate secured		771,859		2,111		147		1,077		1,773		5,108		490		4,877		794,523		1,848		673		510		1,747		4,778		-		5,181
Commercial and industrial		249,042		266		-		2		47		315		14		325		218,037		674		-		-		46		720		11		347
Municipal		21,495		-		-		-		-		-		-		-		18,341		-		-		-		-		-		-		-
Consumer		8,615		2		-		-		-		2		-		-		9,539		3		1		-		-		4		-		-
Loans receivable, gross	$	1,051,011	$	2,379	$	147	$	1,079	$	1,820	$	5,425	$	504	$	5,202	$	1,040,440	$	2,525	$	674	$	510	$	1,793	$	5,502	$	11	$	5,528


			Past due

									180		30		Accruing
(in thousands)									days		days		90 days
			30-59		60-89		90-179		and		and		and		Non-
	Current		days		days		days		over		over		over		accrual
December 31, 2020
Residential 1-4 family	$	349,382	$	1,419	$	308	$	673	$	219	$	2,619	$	-	$	1,508
Residential 5+ multifamily		36,197		-		-		-		861		861		-		861
Construction of residential 1-4 family		8,814		-		-		-		-		-		-		-
Home equity lines of credit		27,522		157		9		-		116		282		-		154
Residential real estate		421,915		1,576		317		673		1,196		3,762		-		2,523
Commercial		307,927		1,855		530		95		434		2,914		-		2,544
Construction of commercial		31,722		-		-		-		-		-		-		-
Commercial real estate		339,649		1,855		530		95		434		2,914		-		2,544
Farm land		2,594		154		450		-		-		604		-		158
Vacant land		14,079		-		-		-		-		-		-		37
Real estate secured		778,237		3,585		1,297		768		1,630		7,280		-		5,262
Commercial and industrial		224,496		2,148		457		1		46		2,652		12		374
Municipal		21,512		-		-		-		-		-		-		-
Consumer		7,677		10		-		-		-		10		-		-
Loans receivable, gross	$	1,031,922	$	5,743	$	1,754	$	769	$	1,676	$	9,942	$	12	$	5,636

Past due
180 30 Accruing
(in thousands) days days 90 days
30-59 60-89 90-179 and and and Non-
Current days days days over over over accrual
December 31, 2020
Residential 1-4 family $ 349,382 $ 1,419 $ 308 $ 673 $ 219 $ 2,619 $ - $ 1,508
Residential 5+ multifamily 36,197 - - - 861 861 - 861
Construction of residential 1-4 family 8,814 - - - - - - -
Home equity lines of credit 27,522 157 9 - 116 282 - 154
Residential real estate 421,915 1,576 317 673 1,196 3,762 - 2,523
Commercial 307,927 1,855 530 95 434 2,914 - 2,544
Construction of commercial 31,722 - - - - - - -
Commercial real estate 339,649 1,855 530 95 434 2,914 - 2,544
Farm land 2,594 154 450 - - 604 - 158
Vacant land 14,079 - - - - - - 37
Real estate secured 778,237 3,585 1,297 768 1,630 7,280 - 5,262
Commercial and industrial 224,496 2,148 457 1 46 2,652 12 374
Municipal 21,512 - - - - - - -
Consumer 7,677 10 - - - 10 - -
Loans receivable, gross $ 1,031,922 $ 5,743 $ 1,754 $ 769 $ 1,676 $ 9,942 $ 12 $ 5,636

Troubled Debt Restructurings (TDRs)

There were no troubled debt restructurings in either the ~~first~~second quarter ~~of 2021.~~2021 or the second quarter 2020. For the ~~three~~six months ended ~~March 31, 2020,~~June 30, 2021, there were no troubled debt restructurings whereas there was one ~~commercial real estate~~ troubled debt restructuring ~~for~~of $133 ~~thousand. Salisbury currently does not have any commitments to lend additional~~thousand for the same period in 2020, which required the extension of new funds to ~~TDR loans.~~pay outstanding taxes.

Allowance for Loan Losses

Changes in the allowance for loan losses are as follows:

Three months ended March 31, 2021 Three months ended March 31, 2020
(in thousands) Beginning balance Provision Charge- offs Reco- veries Ending balance Beginning balance Provision Charge- offs Reco- veries Ending balance
Residential 1-4 family $ 2,646 $ (208 ) $ (9 ) $ 1 $ 2,430 $ 2,393 $ 306 $ - $ 7 $ 2,706
Residential 5+ multifamily 686 (64 ) - - 622 446 62 - - 508
Construction of residential 1-4 family 65 12 - - 77 75 12 - - 87
Home equity lines of credit 252 (57 ) - - 195 197 81 - - 278
Residential real estate 3,649 (317 ) (9 ) 1 3,324 3,111 461 - 7 3,579
Commercial 6,546 530 (6 ) 10 7,080 3,742 758 - 19 4,519
Construction of commercial 596 (12 ) - - 584 104 22 - - 126
Commercial real estate 7,142 518 (6 ) 10 7,664 3,846 780 - 19 4,645
Farm land 59 (9 ) - - 50 47 5 - - 52
Vacant land 180 (71 ) - - 109 71 73 - - 144
Real estate secured 11,030 121 (15 ) 11 11,147 7,075 1,319 - 26 8,420
Commercial and industrial 1,397 (28 ) - - 1,369 1,145 (74 ) - - 1,071
Municipal 43 - - - 43 46 7 - - 53
Consumer 77 (3 ) (24 ) 2 52 60 51 (12 ) 3 102
Unallocated 1,207 68 - - 1,275 569 403 - - 972
Totals $ 13,754 $ 158 $ (39 ) $ 13 $ 13,886 $ 8,895 $ 1,706 $ (12 ) $ 29 $ 10,618

In second quarter 2021, Salisbury sold certain loans which the Bank classified as "substandard" credit risks. The sale resulted in charge-offs of approximately $18 thousand for commercial construction loans and $131 thousand for commercial and industrial loans as presented in the table below.


	Three months ended June 30, 2021												Three months ended June 30, 2020
(in thousands)	Beginning balance		Provision (Benefit)			Charge- offs			Reco- veries		Ending balance		Beginning balance		Provision (Benefit)			Charge- offs			Reco- veries		Ending balance
Residential 1-4 family	$	2,430	$	(55	)	$	(1	)	$	3	$	2,377	$	2,706	$	342		$	-		$	-	$	3,048
Residential 5+ multifamily		622		(77	)		-			-		545		508		122			(41	)		-		589
Construction of residential 1-4 family		77		18			-			-		95		87		-			-			-		87
Home equity lines of credit		195		(5	)		-			-		190		278		5			-			-		283
Residential real estate		3,324		(119	)		(1	)		3		3,207		3,579		469			(41	)		-		4,007
Commercial		7,080		(875	)		-			7		6,212		4,519		645			(4	)		-		5,160
Construction of commercial		584		102			(18	)		-		668		126		79			-			-		205
Commercial real estate		7,664		(773	)		(18	)		7		6,880		4,645		724			(4	)		-		5,365
Farm land		50		(18	)		-			-		32		52		8			-			-		60
Vacant land		109		(22	)		-			-		87		144		38			-			-		182
Real estate secured		11,147		(932	)		(19	)		10		10,206		8,420		1,239			(45	)		-		9,614
Commercial and industrial		1,369		(27	)		(131	)		45		1,256		1,071		444			-			-		1,515
Municipal		43		(11	)		-			-		32		53		(17	)		-			-		36
Consumer		52		22			(11	)		3		66		102		(20	)		(13	)		5		74
Unallocated		1,275		(127	)		-			-		1,148		972		160			-			-		1,132
Totals	$	13,886	$	(1,075	)	$	(161	)	$	58	$	12,708	$	10,618	$	1,806		$	(58	)	$	5	$	12,371


	Six months ended June 30, 2021													Six months ended June 30, 2020
(in thousands)	Beginning balance		Provision (Benefit)			Charge- offs			Reco- veries			Ending balance		Beginning balance		Provision (Benefit)			Charge- offs			Reco- veries		Ending balance
Residential 1-4 family	$	2,646	$	(264	)	$	(10	)	$	5		$	2,377	$	2,393	$	647		$	-		$	8	$	3,048
Residential 5+ multifamily		686		(141	)		-			-			545		446		185			(42	)		-		589
Construction of residential 1-4 family		65		30			-			-			95		75		12			-			-		87
Home equity lines of credit		252		(62	)		-			-			190		197		86			-			-		283
Residential real estate		3,649		(437	)		(10	)		5			3,207		3,111		930			(42	)		8		4,007
Commercial		6,546		(345	)		(6	)		17			6,212		3,742		1,402			(3	)		19		5,160
Construction of commercial		596		90			(18	)		-			668		104		101			-			-		205
Commercial real estate		7,142		(255	)		(24	)		17			6,880		3,846		1,503			(3	)		19		5,365
Farm land		59		(27	)		-			-			32		47		13			-			-		60
Vacant land		180		(93	)		-			-			87		71		111			-			-		182
Real estate secured		11,030		(812	)		(34	)		22			10,206		7,075		2,557			(45	)		27		9,614
Commercial and industrial		1,397		(55	)		(131	)		45			1,256		1,145		370			-			-		1,515
Municipal		43		(11	)		-			-			32		46		(10	)		-			-		36
Consumer		77		20			(15	)		(16	)		66		60		32			(25	)		7		74
Unallocated		1,207		(59	)		-			-			1,148		569		563			-			-		1,132
Totals	$	13,754	$	(917	)	$	(180	)	$	51		$	12,708	$	8,895	$	3,512		$	(70	)	$	34	$	12,371

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


(in thousands)	Collectively evaluated				Individually evaluated				Total portfolio				Collectively evaluated				Individually evaluated				Total portfolio
		Loans		Allowance		Loans		Allowance		Loans		Allowance		Loans		Allowance		Loans		Allowance		Loans		Allowance
March 31, 2021
June 30, 2021
Residential 1-4 family	$	340,398	$	2,337	$	4,129	$	93	$	344,527	$	2,430	$	350,241	$	2,374	$	3,411	$	3	$	353,652	$	2,377
Residential 5+ multifamily		36,826		622		963		-		37,789		622		36,010		545		962		-		36,972		545
Construction of residential 1-4 family		10,435		77		-		-		10,435		77		12,251		95		-		-		12,251		95
Home equity lines of credit		26,003		195		237		-		26,240		195		25,115		190		147		-		25,262		190
Residential real estate		413,662		3,231		5,329		93		418,991		3,324		423,617		3,204		4,520		3		428,137		3,207
Commercial		301,526		6,946		5,304		134		306,830		7,080		308,165		6,167		4,481		45		312,646		6,212
Construction of commercial		34,312		584		-		-		34,312		584		41,983		668		-		-		41,983		668
Commercial real estate		335,838		7,530		5,304		134		341,142		7,664		350,148		6,835		4,481		45		354,629		6,880
Farm land		3,455		50		151		-		3,606		50		2,935		32		594		-		3,529		32
Vacant land		13,064		107		164		2		13,228		109		12,846		87		160		-		13,006		87
Real estate secured		766,019		10,918		10,948		229		776,967		11,147		789,546		10,158		9,755		48		799,301		10,206
Commercial and industrial		248,925		1,247		432		122		249,357		1,369		218,307		1,141		450		115		218,757		1,256
Municipal		21,495		43		-		-		21,495		43		18,341		32		-		-		18,341		32
Consumer		8,593		52		24		-		8,617		52		9,522		66		21		-		9,543		66
Unallocated allowance		-		1,275		-		-		-		1,275		-		1,148		-		-		-		1,148
Totals	$	1,045,032	$	13,535	$	11,404	$	351	$	1,056,436	$	13,886	$	1,035,716	$	12,545	$	10,226	$	163	$	1,045,942	$	12,708


(in thousands)	Collectively evaluated				Individually evaluated				Total portfolio
		Loans		Allowance		Loans		Allowance		Loans		Allowance
December 31, 2020
Residential 1-4 family	$	347,695	$	2,445	$	4,306	$	201	$	352,001	$	2,646
Residential 5+ multifamily		36,094		686		964		-		37,058		686
Construction of residential 1-4 family		8,814		65		-		-		8,814		65
Home equity lines of credit		27,650		232		154		20		27,804		252
Residential real estate		420,253		3,428		5,424		221		425,677		3,649
Commercial		305,193		6,298		5,648		248		310,841		6,546
Construction of commercial		31,722		596		-		-		31,722		596
Commercial real estate		336,915		6,894		5,648		248		342,563		7,142
Farm land		3,040		59		158		-		3,198		59
Vacant land		13,912		178		167		2		14,079		180
Real estate secured		774,120		10,559		11,397		471		785,517		11,030
Commercial and industrial		226,662		1,223		486		174		227,148		1,397
Municipal		21,512		43		-		-		21,512		43
Consumer		7,661		59		26		18		7,687		77
Unallocated allowance		-		1,207		-		-		-		1,207
Totals	$	1,029,955	$	13,091	$	11,909	$	663	$	1,041,864	$	13,754

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


March 30, 2021 (in thousands)	Collectively evaluated				Individually evaluated				Total portfolio
June 30, 2021 (in thousands)													June 30, 2021 (in thousands)	Collectively evaluated				Individually evaluated				Total portfolio
		Loans		Allowance		Loans		Allowance		Loans	Allowance				Loans		Allowance		Loans		Allowance		Loans	Allowance
Performing loans	$	1,007,513	$	9,131	$	-	$	-	$	1,007,513	$	9,131		$	998,869	$	8,644	$	-	$	-	$	998,869	$	8,644
Potential problem loans ¹		37,519		3,129		-		-		37,519		3,129			36,847		2,753		-		-		36,847		2,753
Impaired loans		-		-		11,404		351		11,404		351			-		-		10,226		163		10,226		163
Unallocated allowance		-		1,275		-		-		-		1,275			-		1,148		-		-		-		1,148
Totals	$	1,045,032	$	13,535	$	11,404	$	351	$	1,056,436	$	13,886		$	1,035,716	$	12,545	$	10,226	$	163	$	1,045,942	$	12,708


December 31, 2020 (in thousands)	Collectively evaluated				Individually evaluated				Total portfolio
		Loans		Allowance		Loans		Allowance		Loans	Allowance
Performing loans	$	1,011,757	$	10,424	$	-	$	-	$	1,011,757	$	10,424
Potential problem loans ¹		18,198		1,460		-		-		18,198		1,460
Impaired loans		-		-		11,909		663		11,909		663
Unallocated allowance		-		1,207		-		-		-		1,207
Totals	$	1,029,955	$	13,091	$	11,909	$	663	$	1,041,864	$	13,754

¹Potential problemloans consist of performing loans that have been assigned a substandard credit risk rating and are not classified as impaired.

A specific valuation allowance is established for the impairment amount of each impaired loan, calculated using the present value of expected cash flows or ~~the~~ fair value of collateral, in accordance with the most likely means of recovery. Certain data with respect to loans individually evaluated for impairment is as ~~follows as of and~~follows:


	Impaired loans with specific allowance										Impaired loans with no specific allowance
(in thousands)	Loan balance										Loan balance
		Recorded Investment		Note		Average		Specific allowance		Income recognized		Recorded Investment		Note		Average		Income recognized
June 30, 2021
Residential	$	47	$	49	$	1,580	$	3	$	1	$	4,326	$	4,776	$	3,401	$	40
Home equity lines of credit		-		-		32		-		-		147		188		168		-
Residential real estate		47		49		1,612		3		1		4,473		4,964		3,569		40
Commercial		1,140		1,164		2,294		45		25		3,341		3,984		3,024		44
Construction of commercial		-		-		-		-		-		-		-		-		-
Farm land		-		-		-		-		-		594		764		344		-
Vacant land		-		-		104		-		-		160		178		60		4
Real estate secured		1,187		1,213		4,010		48		26		8,568		9,890		6,997		88
Commercial and industrial		364		377		365		115		2		86		243		92		1
Consumer		-		-		11		-		-		21		21		13		1
Totals	$	1,551	$	1,590	$	4,386	$	163	$	28	$	8,675	$	10,154	$	7,102	$	90

Note: The income recognized is for the ~~three months ended:~~six month period ended June 30, 2021.

Impaired loans with specific allowance Impaired loans with no specific allowance
(in thousands) Loan balance Specific Income Loan balance Income
Book Note Average allowance recognized Book Note Average recognized
March 31, 2021
Residential $ 836 $ 860 $ 2,368 $ 93 $ 9 $ 4,257 $ 4,688 $ 2,779 $ 21
Home equity lines of credit - - 56 - - 237 277 140 -
Residential real estate 836 860 2,424 93 9 4,494 4,965 2,919 21
Commercial 1,941 1,958 2,769 134 20 3,363 4,006 2,873 35
Construction of commercial - - - - - - - - -
Farm land - - - - - 151 316 154 -
Vacant land 164 182 101 2 2 - - 65 -
Real estate secured 2,941 3,000 5,294 229 31 8,008 9,287 6,011 56
Commercial and industrial 338 349 382 122 1 93 308 82 1
Consumer - - 19 - - 24 24 6 -
Totals $ 3,279 $ 3,349 $ 5,695 $ 351 $ 32 $ 8,125 $ 9,619 $ 6,099 $ 57


	Impaired loans with specific allowance										Impaired loans with no specific allowance								Impaired loans with specific allowance										Impaired loans with no specific allowance
(in thousands)	Loan balance							Specific		Income	Loan balance							Income	Loan balance										Loan balance
		Book		Note		Average		allowance		recognized		Book		Note		Average		recognized		Recorded Investment		Note		Average		Specific allowance		Income recognized		Recorded Investment		Note		Average		Income recognized
March 31, 2020
June 30, 2020
Residential	$	4,015	$	4,140	$	4,067	$	306	$	42	$	1,705	$	2,019	$	2,070	$	6	$	4,203	$	4,345	$	4,066	$	406	$	45	$	1,696	$	2,043	$	1,919	$	13
Home equity lines of credit		89		89		22		26		-		118		464		108		-		227		540		79		20		-		38		74		100		-
Residential real estate		4,104		4,229		4,089		332		42		1,823		2,483		2,178		6		4,430		4,885		4,145		426		45		1,734		2,117		2,019		13
Commercial		3,672		3,741		3,405		533		44		638		1,254		924		10		3,727		3,818		3,452		324		75		816		1,411		899		16
Construction of commercial		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-
Farm land		-		-		-		-		-		181		327		184		-		-		-		-		-		-		174		325		181		-
Vacant land		41		41		41		8		1		137		154		138		2		39		41		40		3		-		134		151		137		5
Real estate secured		7,817		8,011		7,535		873		87		2,779		4,218		3,424		18		8,196		8,744		7,637		753		120		2,858		4,004		3,236		34
Commercial and industrial		166		170		111		8		1		53		207		86		1		896		901		241		376		7		-		151		64		-
Consumer		34		34		35		27		-		-		-		-		-		31		31		34		19		1		-		-		-		-
Totals	$	8,017	$	8,215	$	7,681	$	908	$	88	$	2,832	$	4,425	$	3,510	$	19	$	9,123	$	9,676	$	7,912	$	1,148	$	128	$	2,858	$	4,155	$	3,300	$	34

~~Certain data with respect to loans individually evaluated for impairment~~Note: The income recognized is ~~as follows as of and~~ for the ~~year~~six month period ended ~~December 31, 2020:~~June 30, 2020.


	Impaired loans with specific allowance										Impaired loans with no specific allowance
(in thousands)	Loan balance										Loan balance
		Recorded Investment		Note		Average		Specific allowance		Income recognized		Recorded Investment		Note		Average		Income recognized
December 31, 2020
Residential	$	2,971	$	3,040	$	3,862	$	201	$	72	$	2,299	$	2,676	$	1,993	$	27
Home equity lines of credit		75		75		76		20		-		79		117		103		-
Residential real estate		3,046		3,115		3,938		221		72		2,378		2,793		2,096		27
Commercial		3,058		3,117		3,325		248		132		2,590		3,203		1,139		91
Construction of commercial		-		-		-		-		-		-		-		-		-
Farm land		-		-		-		-		-		158		319		173		-
Vacant land		37		40		39		2		-		130		145		134		9
Real estate secured		6,141		6,272		7,302		471		204		5,256		6,460		3,542		127
Commercial and industrial		416		424		482		174		4		70		283		58		2
Consumer		26		26		31		18		2		-		-		-		-
Totals	$	6,583	$	6,722	$	7,815	$	663	$	210	$	5,326	$	6,743	$	3,600	$	129

NOTE 4 - LEASES

The Bank leases facilities and equipment with various expiration dates through 2036. The facilities leases have varying renewal options, generally require fixed annual rent, and provide that real estate taxes, insurance, and maintenance are to be paid by Salisbury. The Bank does not have any leases with related parties and equipment leases are not material to Salisbury's consolidated financial statements. In second quarter 2021, Salisbury executed a purchase and sale agreement to sell its office building in Poughkeepsie, New York. Salisbury will also relocate its Poughkeepsie, New York branch to leased space nearby. As a result of the sale, which is expected to close in late third quarter or early fourth quarter 2021, Salisbury will recognize a pre-tax loss of approximately $147 thousand.

The following table provides information on the ~~assets and liabilities as of March 31, 2021 and December 31, 2020, as well as the costs of~~ operating and ~~financial~~finance leases ~~which~~that are included in the Bank's consolidated balance sheet as of June 30, 2021 and December 31, 2020, and consolidated income ~~statement~~statements for the six months and three months ended ~~March 31,~~June 30, 2021 and 2020.

(in thousands, except lease term and discount rate) Classification March 31, 2021 December 31, 2020
Assets
Operating Other assets $ 1,128 $ 1,182
Finance Bank premises and equipment ¹ 1,377 1,402
Total Leased Assets $ 2,505 $ 2,584
Liabilities
Operating Other liabilities $ 1,128 $ 1,182
Finance Finance lease 1,658 1,673
Total lease liabilities $ 2,796 $ 2,855
¹ Net of accumulated depreciation of $319 thousand.
Lease cost Classification Three Months Ended March 31, 2021 Three Months Ended March 31, 2020
Operating leases Premises and equipment $ 80 $ 62
Finance leases:
Amortization of leased assets Premises and equipment 25 25
Interest on finance leases Interest expense 32 36
Total lease cost $ 137 $ 123
March 31, 2021 December 31, 2020
Weighted Average Remaining Lease Term
Operating leases 8.2 years 7.6 years
Financing leases 14.2 years 14.2 years
Weighted Average Discount Rate ¹
Operating leases 3.8 % 3.7 %
Financing leases 8.3 % 8.4 %
¹ Salisbury uses the FHLB five year Advance rate as the discount rate, as our leases do not provide an implicit rate.

($ in thousands, except lease term and discount rate)	Classification		June 30, 2021		December 31, 2020
Assets
Operating	Other assets	$	1,074	$	1,182
Finance	Bank premises and equipment ¹		1,352		1,402
Total Leased Assets		$	2,426	$	2,584
Liabilities
Operating	Other liabilities	$	1,074	$	1,182
Finance	Finance lease		1,646		1,673
Total lease liabilities		$	2,720	$	2,855
¹ Net of accumulated depreciation of $446 thousand and $396 thousand, respectively.

Lease cost	Classification		Six months ended June 30, 2021		Three months ended June 30, 2021
Operating leases	Premises and equipment	$	147	$	68
Finance leases:
Amortization of leased assets	Premises and equipment		51		25
Interest on finance leases	Interest expense		69		36
Total lease cost		$	267	$	129

Lease cost	Classification		Six months ended June 30, 2020		Three months ended June 30, 2020
Operating leases	Premises and equipment	$	123	$	61
Finance leases:
Amortization of leased assets	Premises and equipment		51		25
Interest on finance leases	Interest expense		71		36
Total lease cost		$	245	$	122

Weighted Average Remaining Lease Term	June 30, 2021	December 31, 2020
Operating leases	7.4 years	7.6 years
Financing leases	13.9 years	14.2 years
Weighted Average Discount Rate ¹
Operating leases	3.8%	3.7%
Financing leases	8.3%	8.4%
¹ Salisbury uses the FHLBB five-year Advance rate as the discount rate, as its leases do not provide an implicit rate.

The following is a schedule by years of the present value of the net minimum lease payments as of ~~March 31,~~June 30, 2021.

Future minimum lease payments (in thousands) Operating Leases Finance Leases
2021 $ 186 $ 144
2022 199 195
2023 146 197
2024 129 200
2025 137 203
Thereafter 462 1,778
Total future minimum lease payments 1,259 2,717
Less amount representing interest (131 ) (1,059 )
Total present value of net future minimum lease payments $ 1,128 $ 1,658

Future minimum lease payments (in thousands)		Operating Leases			Finance Leases
2021	$	121		$	96
2022		199			195
2023		146			197
2024		130			200
2025		137			203
Thereafter		436			1,777
Total future minimum lease payments		1,169			2,668
Less amount representing interest		(95	)		(1,022	)
Total present value of net future minimum lease payments	$	1,074		$	1,646

NOTE 5 - MORTGAGE SERVICING RIGHTS

(in thousands)		March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Residential mortgage loans serviced for others	$	145,474	$	134,428	$	145,585	$	134,428
Fair value of mortgage servicing rights		936		762		950		762

Changes in mortgage servicing rights are as follows:

Three months ended March 31, (in thousands)		2021			2020

								Three months ended						Six months ended
Periods ended June 30, (in thousands)								2021			2020			2021			2020
Mortgage Servicing Rights
Balance, beginning of period	$	621		$	238		$	739		$	255		$	621		$	238
Originated		193			33			64			110			258			143
Amortization ⁽¹⁾		(75	)		(16	)		(55	)		(12	)		(131	)		(28	)
Balance, end of period	$	739		$	255		$	748		$	353		$	748		$	353
Valuation Allowance
Balance, beginning of period		(9	)		-			-			-			(9	)		-
Decrease in impairment reserve ⁽¹⁾		9						-			-			9			-
Balance, end of period		-						-			-			-			-
Mortgage servicing rights, net	$	739		$	255		$	748		$	353		$	748		$	353

⁽¹⁾

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

⁽¹⁾ ~~Amortization expense and changes in the impairment reserve are recorded in mortgage servicing, net.~~

NOTE 6 - 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, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Securities available-for-sale (at fair value)	$	61,683	$	54,581	$	67,145	$	54,581
Loans receivable		402,538		420,415
Loans receivable (at book value)						389,587		420,415
Total pledged assets	$	464,221	$	474,996	$	456,732	$	474,996

At ~~March 31,~~June 30, 2021, securities were pledged as follows: $~~52.97~~49.64 million to secure public deposits, $~~8.69~~17.49 million to secure repurchase agreements and $0.02 million to secure FHLBB advances. Additionally, loans receivable were pledged to secure FHLBB advances and credit facilities.

NOTE 7 - DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

Salisbury is exposed to certain risk arising from both its business operations and economic conditions. The Bank principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Bank manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Bank enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Bank uses derivative financial instruments to manage differences in the amount, timing, and duration of the Bank's known or expected cash receipts and its known or expected cash payments principally related to its portfolio of loans to first-time home buyers.

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain pools of its pre-payable fixed-rate assets due to changes in benchmark interest rates. Salisbury uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, Federal Funds. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for Salisbury receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

As of ~~March 31,~~June 30, 2021, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:

Line Item in the Statement of Financial Position in Which the Hedged Item is Included Carrying Amount of the
Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
(in thousands) March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020
Loans receivable⁽¹⁾ $ 9,993 $ 9,996 $ (7 ) $ (4 )
Total $ 9,993 $ 9,996 $ (7 ) $ (4 )


Line Item in the Statement of Financial Position in Which the Hedged Item is Included	Carrying Amount of the Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
(in thousands)		June 30, 2021		December 31, 2020		June 30, 2021			December 31, 2020
Loans receivable⁽¹⁾	$	9,992	$	9,996	$	(8	)	$	(4	)
Total	$	9,992	$	9,996	$	(8	)	$	(4	)

(1)

These amounts include the amortized cost basis of closed portfolios used in designated hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At ~~March 31,~~June 30, 2021, the amortized cost basis of the closed portfolios used in these hedging relationships was $~~44.7~~42.7 million; the cumulative basis adjustment associated with these hedging relationships was $78 thousand; and the amount of the designated hedged item was $10.0 million.

The table below presents the fair value of Salisbury's derivative financial instrument and its classification on the Balance Sheet as of ~~March 31,~~June 30, 2021 and December 31, 2020.


	As of March 31, 2021					As of December 31, 2020			As of June 30, 2021					As of December 31, 2020
(in thousands)	Notional Amount		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value		Notional Amount		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedge instruments
Interest Rate Products	$	10,000	Other assets	$	7	Other Assets	$	4	$	10,000	Other assets	$	8	Other Assets	$	4
Total Derivatives designated as hedge instruments				$	7		$	4				$	8		$	4

The table below presents the effect of the Company's derivative financial instruments on the Income Statementfor the three and six months ended ~~March 31,~~June 30, 2021. Salisbury did not use derivatives prior to fourth quarter 2020.


	Three months ended March 31, 2021						Three months ended June 30, 2021				Six months ended June 30, 2021
(in thousands)	Interest Income			Interest Expense			Interest Income			Interest Expense	Interest Income			Interest Expense
Total amounts of interest income and expense line items presented in the income statement in which the effects of fair value or cash flow hedges are recorded	$	1		$	-	$	-		$	-	$	1		$	-

Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items		(2	)		-		(2	)		-		(4	)		-
Derivatives designated as hedging instruments	$	3		$	-	$	2		$	-	$	5		$	-

Credit-Risk Related Contingent Features

Salisbury has an agreement with its derivative counterparty that contains a provision ~~where~~that provides that if the Bank defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Bank could also be declared in default on its derivative obligations.

The agreement also contains a provision where if the Bank fails to maintain its status as a well / adequate capitalized institution, then Salisbury could be required to post cash or certain marketable securities issued by the U.S. Treasury or U.S. Government-sponsored enterprises as collateral. The minimum amount that Salisbury would have to post as collateral is $250 thousand.

As of ~~March 31,~~June 30, 2021, the fair value of derivative was $78 thousand in a net asset position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements. As of ~~March 31,~~June 30, 2021, Salisbury has not posted any collateral related to these agreements.

NOTE 8 - EARNINGS PER SHARE

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

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

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

Three months ended March 31, (in thousands, except per share data)		2021			2020

								Three months ended						Six months ended
Periods ended June 30, (in thousands, except per share data)								2021			2020			2021			2020
Net income	$	4,526		$	2,047		$	4,353		$	2,734		$	8,879		$	4,781
Less: Undistributed earnings allocated to participating securities		(64	)		(34	)		(66	)		(43	)		(129	)		(77	)
Net income allocated to common stock	$	4,462		$	2,013		$	4,287		$	2,691		$	8,749		$	4,704
Weighted-average common shares issued		2,845			2,828			2,852			2,834			2,849			2,831
Less: Unvested restricted stock awards		(40	)		(40	)		(43	)		(38	)		(42	)		(38	)
Weighted average common shares outstanding used to calculate basic earnings per common share		2,805			2,788			2,810			2,796			2,807			2,793
Add: Dilutive effect of stock options and restricted stock units		10			9
Add: Dilutive effect of stock options								19			7			18			8
Weighted-average common shares outstanding used to calculate diluted earnings per common share		2,815			2,797			2,829			2,803			2,825			2,801
Earnings per common share (basic)	$	1.59		$	0.72		$	1.53		$	0.96		$	3.12		$	1.68
Earnings per common share (diluted)	$	1.59		$	0.72		$	1.52		$	0.96		$	3.10		$	1.68

NOTE 9 - SHAREHOLDERS' EQUITY

Capital Requirements

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

The Bank became subject to capital regulations adopted by the Board of Governors of the Federal Reserve System (FRB) and the FDIC, which implemented the Basel III regulatory capital reforms and the changes required by the Dodd-Frank Act. The required minimum regulatory capital ratios to which the Bank is subject, and the minimum ratios required for the Bank to be categorized as "well capitalized" under the prompt corrective action framework are noted in the table below. In addition, the regulations established a capital conservation buffer of 2.5% effective January 1, 2019. Failure to maintain the capital conservation buffer will limit the ability of the Company and the Bank to pay discretionary bonuses and dividends. At ~~March 31,~~June 30, 2021, the Bank exceeded the minimum requirement for the capital conservation buffer. As of December 31, 2020, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed that categorization.

On March 31, 2021, Salisbury issued $25 million of subordinated debt that matures in 2031. During the first five years, the debt is non-callable, and the coupon is fixed at 3.50%. After year five, the coupon will float at the then three-month Secured Overnight Financing Rate plus 280 basis points. ~~The proceeds, net of issuance costs, will be used for general corporate purposes, including the redemption of $~~10 million in outstanding subordinated debt, which Salisbury issued over five years ago at a higher coupon rate, as well as potential share repurchases pursuant to the Common Stock Repurchase Plan approved by the Board of Directors in March 2021. At March 31, 2021, $15 million of the net proceeds was retained at the holding company level and the remainder was allocated to the Bank.

~~In March~~ On May 28, 2021, Salisbury ~~announced~~redeemed in full the $10 million of subordinated debt that was issued in 2015 and retained at the holding company.

As of June 30, 2021, Salisbury did not repurchase any of its common shares pursuant to the Common Stock Repurchase Plan approved by the Board of Directors ~~adopted a share repurchase program, which provides for the repurchase of Salisbury's common stock~~ in ~~amounts up to an aggregate of five percent (5%) of the outstanding shares of Salisbury's common stock from time to time over the next twelve months.~~March 2021.

The Bank's risk-weighted assets at ~~March 31,~~June 30, 2021 and December 31, 2020 were $~~967.6~~992.0 million and $938.0 million, respectively. Actual regulatory capital position and minimum capital requirements as defined "To Be Well Capitalized Under Prompt Corrective Action Provisions" and "For Capital Adequacy Purposes" for the Bank are as follows:


	Actual					Minimum Capital Required For Capital Adequacy					Minimum Capital Required For Capital Adequacy Plus Required Capital Conservation Buffer					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions					Actual					Minimum Capital Required For Capital Adequacy					Minimum Capital Required For Capital Adequacy Plus Required Capital Conservation Buffer					Minimum To Be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
March 31, 2021
June 30, 2021
Total Capital (to risk-weighted assets)	$	141,113		14.58	%	$	77,405		8.0	%	$	101,594		10.5	%	$	96,756		10.0	%	$	145,567		14.67	%	$	79,360		8.0	%	$	104,160		10.5	%	$	99,200		10.0	%

Tier 1 Capital (to risk-weighted assets)		128,995		13.33			58,054		6.0			82,243		8.5			77,405		8.0			133,162		13.42			59,520		6.0			84,320		8.5			79,360		8.0

Common Equity Tier 1 Capital (to risk-weighted assets)		128,995		13.33			43,540		4.5			67,729		7.0			62,892		6.5			133,162		13.42			44,640		4.5			69,440		7.0			64,480		6.5

Tier 1 Capital (to average assets)	$	128,995		9.83		$	52,480		4.0		$	52,480		4.0		$	65,601		5.0		$	133,162		9.33		$	57,077		4.0		$	57,077		4.0		$	71,346		5.0
December 31, 2020
Total Capital (to risk-weighted assets)	$	127,254		13.57	%	$	75,037		8.0	%	$	98,486		10.5	%	$	93,796		10.0	%	$	127,254		13.57	%	$	75,037		8.0	%	$	98,486		10.5	%	$	93,796		10.0	%

Tier 1 Capital (to risk-weighted assets)		115,503		12.31			56,278		6.0			79,727		8.5			75,037		8.0			115,503		12.31			56,278		6.0			79,727		8.5			75,037		8.0

Common Equity Tier 1 Capital (to risk-weighted assets)		115,503		12.31			42,208		4.5			66,657		7.0			60,967		6.5			115,503		12.31			42,208		4.5			66,657	��	7.0			60,967		6.5

Tier 1 Capital (to average assets)	$	115,503		8.90		$	51,907		4.0		$	51,907		4.0		$	64,884		5.0		$	115,503		8.90		$	51,907		4.0		$	51,907		4.0		$	64,884		5.0

Restrictions on Cash Dividends to Common Shareholders

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

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

NOTE 10 - BENEFITS

~~Salisbury offers a~~ 401(k) Plan to eligible employees. Under the 401(k) Plan, eligible participants may contribute a percentage of their pay subject to IRS limitations. Salisbury may make discretionary contributions to the Plan. The Plan includes a safe harbor contribution of 3% for all qualifying employees. The Bank's safe harbor contribution percentage is reviewed annually and, under provisions of the 401(k) Plan, is subject to change in the future. An additional discretionary match may also be made for all employees that meet the 401(k) Plan's qualifying requirements for such a match. This discretionary matching percentage, if any, is also subject to review under the provisions of the 401(k) Plan. Both the safe harbor and additional discretionary match, if any, vest immediately.

Salisbury's 401(k) Plan expense was $~~286~~308 thousand and $~~238~~200 thousand, respectively, for the ~~three month~~three-month periods ended ~~March 31,~~June 30, 2021 and 2020, and $594 thousand and $438 thousand, respectively, for the six-month periods ended June 30, 2021 and 2020.

ESOP

Salisbury offers an ESOP to eligible employees. Under the Plan, Salisbury may make discretionary contributions to the Plan. Discretionary contributions vest in full upon six years and reflect the following schedule of qualified service: 20% after the second year, 20% per year thereafter, vesting at 100% after six full years of service. Salisbury's ESOP expense was $5573 thousand and $5756 thousand, respectively, for the ~~three month~~three-month periods ended ~~March 31,~~June 30, 2021 and 2020, and $129 thousand and $113 thousand, respectively, for the six-month periods ended June 30, 2021 and 2020.

Other Retirement Plans

Salisbury adopted ASC 715-60, "Compensation - Retirement Benefits - Defined Benefit Plans - Other Postretirement" and recognized a liability for Salisbury's future postretirement benefit obligations under endorsement split-dollar life insurance arrangements. The total liability for the arrangements included in other liabilities was $~~858~~944 thousand and $771 thousand at ~~March 31,~~June 30, 2021, and December 31, 2020, respectively. ~~Expenses under this arrangement~~Other post-retirement benefit obligation expense for ~~the three months ended March 31, 2021 and 2020 were~~endorsement split-dollar life insurance arrangements was $86 thousand and $2314 ~~respectively.~~thousand, respectively, for the three-month periods ended June 30, 2021 and 2020, and $173 thousand and $38 thousand, respectively, for the six-month periods ended June 30, 2021 and 2020.

A Non-Qualified Deferred Compensation Plan (the "Plan") was adopted effective January 1, 2013. This Plan was adopted by the Bank for the benefit of certain key employees ("Executive" or "Executives") who have been selected and approved by the Bank to participate in this Plan and ~~who~~ have evidenced their participation by execution of a Non-Qualified Deferred Compensation Plan Participation Agreement ("Participation Agreement") in a form provided by the Bank. This Plan is intended to comply with Internal Revenue Code ("Code") Section 409A and any regulatory or other guidance issued under such Section. ~~In 2021 and 2020, the Bank awarded seven (7) Executives with discretionary contributions to the plan. Expenses related to~~Salisbury's expense for this plan ~~for the first three months ended March 31 amounted to~~was $29 thousand ~~in 2021~~ and $33 thousand, inrespectively, for the three-month periods ended June 30, 2021 and 2020, and $57 thousand and $67 thousand, respectively, for the six-month periods ended June 30, 2021 and 2020.

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

NOTE 11 - LONG TERM INCENTIVE PLANS

Restricted stock

~~Expense in first quarter 2021 and 2020 related to employee and directors' stock-based compensation totaled~~Restricted stock expense was $~~132~~168 thousand and $~~136~~135 thousand, ~~respectively.~~respectively; for the three-month periods ended June 30, 2021 and 2020, and $300 thousand and $271 thousand, respectively; for the six-month periods ended June 30, 2021 and 2020. The second quarter of 2021 and 2020 included an expense of $32 thousand for the accelerated vesting of restricted stock awards previously granted to certain Directors, who retired from Salisbury's Board of Directors during the quarter. The tax benefit from restricted stock expense was $30 thousand and $25 thousand, respectively; for the three-month periods ended June 30, 2021 and 2020, and $54 thousand and $49 thousand, respectively; for the six-month periods ended June 30, 2021 and 2020. In second quarter 2021, Salisbury granted a total of 16,550 shares of restricted stock to certain employees and Directors pursuant to its 2017 Long Term Incentive Plan. The fair value of the stock at grant date was approximately $746 thousand. The restricted stock will vest three years from the grant date. Unrecognized compensation cost relating to the awards as of ~~March 31,~~June 30, 2021 and 2020 totaled $~~646~~1,224 thousand and $~~659~~1,031 thousand, respectively. There were no forfeitures in the ~~first~~second quarter or year to date for 2021. There were forfeitures of $29 thousand or 700 shares in the second quarter of ~~2021~~2020 and forfeitures of $29 thousand or700 shares for year to date in 2020.

Performance-based restricted stock units

On March 29, 2019, the Compensation Committee granted performance-based restricted stock units (RSU) pursuant to the 2017 Long-Term Incentive Plan to further align compensation with the Bank's performance. This RSU plan replaced the Bank's Phantom Stock Appreciation Units plan (Phantom). Salisbury paid out the final tranche of these awards in January 2021. ~~Salisbury's expense for the Phantom plan was $~~0 ~~thousand and $~~36 ~~thousand, respectively, for the three month periods ended March 31, 2021 and 2020.~~

The performance goal for awards granted under the RSU plan in 2019 is based on the increase in the Bank's tangible book value by $3.50 per share over the performance period for threshold performance. Vesting will range from 75% of target for achieving threshold performance, to 100% of target for achieving target payout performance ($5.00 increase in tangible book value per share) to 150% of target for achieving in excess of target payout performance and, if the performance goals are achieved, vesting will occur no later than March 29, 2022.

On July 29, 2020, the Compensation Committee granted an additional 7,250 units under the RSU plan. The performance goal for this tranche is based on the relative increase in the Bank's tangible book value compared with a pre-determined group of peer banks over the performance period for threshold performance. Vesting will range from 50% of target for achieving threshold performance, to 100% of target for achieving tangible book value growth of at least 50% but less than 55% of the peer group, to 150% of target for achieving in excess of target payout performance and, if the performance goal is ~~achieved.~~achieved, vesting will occur no later than March 15, 2023.

On June 23, 2021, the Compensation Committee granted an additional 7,400 units under the RSU plan. The performance goal for this tranche is based on the increase in the Bank's tangible book value by $7.00 per share over the performance period for threshold performance. Vesting will range from 75% of target for achieving threshold performance, to 100% of target for achieving target payout performance ($9.00 increase in tangible book value per share) to 150% of target for achieving in excess of target payout performance and, if the performance goals are achieved, vesting will occur no later than March 15, 2024.

The fair value of the awards granted under the RSU plan at the grant date was $354 thousand, $264 thousand, and $280 thousand, respectively, for those grants awarded in 2021, 2020 and 2019. Compensation expense of $71103 thousand and $2324 thousand was recorded with respect to these RSUs for the three months ended ~~March 31,~~June 2021 and 2020, and $174 thousand and $47 thousand for the six months ended June 30, 2021 and 2020, respectively. No performance-based restricted stock units were awarded prior to 2019. The shares noted above are contingently issuable only upon attainment of the minimum performance goal.

Short Term Incentive Plan (STIP)

Salisbury offers a short-term discretionary compensation plan to eligible employees on an annual basis. Under this incentive plan, Salisbury may reward employees with cash compensation if certain pre-determined Bank and individual performance goals have been achieved. The STIP expense, which is included in compensation expenses, totaled $~~238~~310 thousand and $~~153~~189 thousand for the three months ended ~~March 31,~~June 30, 2021 and 2020, and year to date expenses of $548 thousand and $341 thousand for 2021 and 2020, respectively.

Options

Salisbury issued stock options in conjunction with its acquisition of Riverside Bank in 2014. In ~~the~~second quarter 2021 and second quarter 2020, no stock options were exercised. In first quarter 2021 and first quarter 2020, a former Riverside Bank executive exercised 1,755 stock options ~~were exercised~~ at $17.04 per ~~share by one former Riverside Bank executive.~~share. Also, in ~~the~~ first quarter of 2020, a former Riverside employee exercised 1,350 stock options at $17.04 per share.

NOTE 12 - FAIR VALUE OF ASSETS AND LIABILITIES

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

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

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

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

•

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

•

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

•

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

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

•

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

•

Derivative financial instruments. The fair value of the interest rate swap is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

•

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

•

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

Assets measured at fair value are as follows:

Fair Value Measurements Using Assets at
(in thousands) Level 1 Level 2 Level 3 fair
value
March 31, 2021
Assets at fair value on a recurring basis
U.S. Government Agency notes $ - $ 19,142 $ - $ 19,142
Municipal bonds - 28,719 - 28,719
Mortgage-backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises - 55,722 - 55,722
Collateralized mortgage obligations:
U.S. Government agencies - 14,849 - 14,849
Corporate bonds - 8,911 - 8,911
Securities available-for-sale $ - $ 127,343 $ - $ 127,343
CRA mutual funds 904 - - 904
Derivative financial instruments - 7 - 7
December 31, 2020
Assets at fair value on a recurring basis
U.S. Government Agency notes $ - $ 7,851 $ - $ 7,851
Municipal bonds - 27,617 - 27,617
Mortgage-backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises - 36,573 - 36,573
Collateralized mortgage obligations:
U.S. Government agencies - 17,454 - 17,454
Corporate bonds - 8,916 - 8,916
Securities available-for-sale $ - $ 98,411 $ - $ 98,411
CRA mutual funds 917 - - 917
Derivative financial instruments - 4 - 4


	Fair Value Measurements Using						Assets at
(in thousands)	Level 1		Level 2		Level 3		fair
							value
June 30, 2021
Assets at fair value on a recurring basis
U.S. Government Agency notes	$	-	$	35,527	$	-	$	35,527
Municipal bonds		-		31,079		-		31,079
Mortgage-backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises		-		60,996		-		60,996
Collateralized mortgage obligations:
U.S. Government agencies		-		12,715		-		12,715
Corporate bonds		-		10,213		-		10,213
Securities available-for-sale	$	-	$	150,530	$	-	$	150,530
CRA mutual funds	$	909	$	-	$	-	$	909
Derivative financial instruments	$	-	$	8	$	-	$	8


December 31, 2020
Assets at fair value on a recurring basis
U.S. Government Agency notes	$	-	$	7,851	$	-	$	7,851
Municipal bonds		-		27,617		-		27,617
Mortgage-backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises		-		36,573		-		36,573
Collateralized mortgage obligations:
U.S. Government agencies		-		17,454		-		17,454
Corporate bonds		-		8,916		-		8,916
Securities available-for-sale	$	-	$	98,411	$	-	$	98,411
CRA mutual funds	$	917	$	-	$	-	$	917
Derivative financial instruments	$	-	$	4	$	-	$	4

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


(in thousands)	Carrying		Estimated		Fair value measurements using						Carrying		Estimated		Fair value measurements using
	value		fair value		Level 1		Level 2		Level 3		value		fair value		Level 1		Level 2		Level 3
March 31, 2021
June 30, 2021
Financial Assets
Cash and cash equivalents	$	159,196	$	159,196	$	159,196	$	-	$	-	$	179,826	$	179,826	$	179,826	$	-	$	-
Interest bearing time deposits with financial institutions		750		750		750						750		750		750		-		-
Securities available-for-sale, net		127,343		127,343		-		127,343		-		150,530		150,530		-		150,530		-
CRA mutual fund		904		904		904		-		-		909		909		909		-		-
Federal Home Loan Bank of Boston stock		1,713		1,713		1,713		-		-		1,504		1,504		1,504		-		-
Loans held-for-sale		2,313		2,352		-		-		2,352		415		422		-		-		422
Loans receivable, net		1,041,185		1,043,432		-		-		1,043,432		1,032,345		1,029,934		-		-		1,029,934
Accrued interest receivable		6,237		6,237		6,237		-		-		6,357		6,357		6,357		-		-
Cash surrender value of life insurance policies		21,307		21,307		21,307		-		-		21,433		21,433		21,433		-		-
Derivative financial instruments		7		7		-		7		-		8		8		-		8		-
Financial Liabilities
Demand (non-interest-bearing)	$	334,638	$	334,638	$	-	$	334,638	$	-	$	359,517	$	359,517	$	-	$	359,517	$	-
Demand (interest-bearing)		229,200		229,200		-		229,200		-		224,791		224,791		-		224,791		-
Money market		311,971		311,971		-		311,971		-		315,518		315,518		-		315,518		-
Savings and other		207,109		207,109		-		207,109		-		206,887		206,887		-		206,887		-
Certificates of deposit		128,253		129,440		-		129,440		-		136,656		137,673		-		137,673		-
Deposits		1,211,171		1,212,358		-		1,212,358		-		1,243,369		1,244,386		-		1,244,386		-
Repurchase agreements		8,687		8,687		-		8,687		-		17,492		17,492		-		17,492		-
FHLBB advances		11,396		11,525		-		11,525		-		10,152		10,264		-		10,264		-
Subordinated debt		34,305		35,041		35,041		-		-		24,445		24,517		-		24,517		-
Note payable		197		202		-		202		-		189		192		-		192		-
Finance lease obligation		1,658		1,801		-		-		1,801		1,646		1,767		-		-		1,767
Accrued interest payable		37		37		37		-		-		42		42		42		-		-


December 31, 2020
Financial Assets
Cash and cash equivalents	$	93,162	$	93,162	$	93,162	$	-	$	-
Interest bearing time deposits with financial institutions		750		750		750		-		-
Securities available-for-sale		98,411		98,411		-		98,411		-
CRA mutual fund		917		917		917		-		-
Federal Home Loan Bank of Boston stock		1,713		1,713		1,713		-		-
Loans held-for-sale		2,735		2,790		-		-		2,790
Loans receivable, net		1,027,738		1,057,234		-		-		1,057,234
Accrued interest receivable		6,373		6,373		6,373		-		-
Cash surrender value of life insurance policies		21,182		21,182		21,182		-		-
Derivative financial instruments		4		4		-		4		-
Financial Liabilities
Demand (non-interest-bearing)	$	310,769	$	310,769	$	-	$	310,769	$	-
Demand (interest-bearing)		218,869		218,869		-		218,869		-
Money market		278,146		278,146		-		278,146		-
Savings and other		189,776		189,776		-		189,776		-
Certificates of deposit		131,514		132,875		-		132,875		-
Deposits		1,129,074		1,130,435		-		1,130,435		-
Repurchase agreements		7,116		7,116		-		7,116		-
FHLBB advances		12,639		12,786		-		12,786		-
Subordinated debt		9,883		10,027		10,027		-		-
Note payable		208		212		-		212		-
Finance lease liability		1,673		1,920		-		-		1,920
Accrued interest payable		43		43		43		-		-

The carrying amounts of financial instruments shown in the above table are included in the consolidated balance sheets under the indicated captions or are included in accrued interest and other liabilities.

During the three months ended March 31, 2021, Salisbury issued new subordinated debt, and during the three months ended June 30, 2021 paid off its previously issued subordinated debt in its entirety. Salisbury categorized its new subordinated debt within level 2 of the fair value hierarchy.

NOTE 13 - SUBSEQUENT EVENTS

On ~~April~~July 21, 2021 the Board of Directors ~~increased and declared~~of Salisbury approved a $0.01 increase in the quarterly dividend. The quarterly cash dividend of $~~0.30~~0.31 per common share is payable on ~~May 28,~~August 27, 2021 to shareholders of record as of ~~May 14, 2021. The Board of Directors also authorized the full redemption of Salisbury's $~~10 ~~million outstanding subordinated debt, issued in December 2015, on May 28,~~August 13, 2021.

On ~~a year-to-date basis through May 4,~~July 26, 2021, Salisbury ~~processed~~ ~~470~~ ~~loan applications,~~sold the real estate that housed its operations center in Canaan, Connecticut for a pre-tax gain of approximately $4867 ~~million, under the PPP program.~~thousand.

Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations of Salisbury Bancorp, Inc. ("Salisbury" or the "Company") and its subsidiary should be read in conjunction with Salisbury's Annual Report on Form 10-K for the year ended December 31, 2020. Readers should also review other disclosures Salisbury files from time to time with the Securities and Exchange Commission (the "SEC").

~~BUSINESS~~

BUSINESS

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

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

Critical Accounting Policies and Estimates

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

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

Allowance for Loan Losses

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. A discussion of the factors driving changes in the amount of the allowance for loan losses is included in the "Provision and Allowance for Loan Losses" section of Management's Discussion and Analysis.

Goodwill and Intangible Assets

Available-For-Sale Securities

Management evaluates securities for other-than-temporary impairment ("OTTI") by 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.

FINANCIAL CONDITION

Securities and Short Term Funds

During the first ~~quarter~~six months of 2021, securities increased ~~$28.9~~$51.9 million, or 51.4%, to ~~$130.0 million. The net increase reflected by the purchases of $29.3~~$152.9 million of Mortgage-backed securities, $5.0 million of U.S. Government Agency notes, $4.5 million of Collateralized mortgage obligations securities and $1.7 million of municipal securities which were partly offset by $9.5 million in maturities/principal payments of securities and a decrease in unrealized gains of $1.8 million.at June 30, 2021. Cash and cash equivalents (non-time interest-bearing deposits with other banks, money market funds and federal funds sold) increased ~~$66.0~~$86.7 million, or 93.0%, to ~~$159.2 million.~~$179.8 million at June 30, 2021. The increase in cash and cash equivalents was driven by growth in customer deposits during the six month period ended June 30, 2021. Salisbury actively invested a portion of these additional funds into higher yielding securities.

Salisbury evaluates securities for OTTI when the fair value of a security is less than its amortized cost basis at the balance sheet date. As part of this process, Salisbury considers its intent to sell each debt security and whether it is more likely than not that it will be required to sell the security before its anticipated recovery. If either of these conditions is met, Salisbury recognizes an 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 evaluates securities for strategic fit and may reduce its position in securities, although it is not more likely than not that Salisbury will be required to sell securities before recovery of their cost basis, which may be maturity. Management does not consider any of its securities to be OTTI at ~~March 31,~~June 30, 2021.

Loans

Net loans receivable increased ~~$13.4 million~~$4.6million, or 0.4%, to ~~$1.041~~$1.032 billion at ~~March 31,~~June 30, 2021, compared with $1.028 billion at December 31, 2020. The increase primarily reflected net growth of $22.2 million in commercial and industrial loans, which included loans granted under the SBA's Paycheck Protection Program ("PPP"). During first quarter 2021, Salisbury processed 435 customer applications for PPP loans of approximately $47 million, which was partially offset by the forgiveness of approximately $36 million PPP loans by the SBA. At March 31, 2021 Salisbury had PPP loans, net of deferred fees, of approximately $94 million on its balance sheet compared with approximately $85loan balances declined from $86.6 million at December 31, ~~2020. Salisbury continued~~2020 to ~~experience robust demand for residential mortgage loans in first quarter 2021. Despite this demand, residential real estate balances declined $6.7 million during first quarter 2021 to $419.0~~$61.9 million at ~~March 31, 2021. During first quarter~~June 30, 2021 ~~residential mortgage~~as PPP loan originations ~~of $42.8 million~~in 2021 were more than offset by the ~~sale~~forgiveness of ~~$21.3~~PPP loans by the SBA. Excluding PPP loans, net loans receivable increased approximately $29.3 million, or 3.1%, compared with December 31, 2020. The increase primarily reflected growth in commercial and industrial and commercial real estate loan balances of ~~such loans to FHLB Boston, as part of the Bank's strategy to manage interest rate risk, and loan amortization and payments of approximately $28.2~~$28.4 million. In ~~first quarter~~addition, residential loans receivable increased approximately $2.5 million from year end 2020, ~~residential mortgage~~reflecting continued high demand for homes in less densely populated areas as a result of COVID-19. The allowance for loan ~~originations~~losses declined by $1.1 million from December 2020 due to the improvement in the business environment and the lifting of $19.9 million were partially offset by the sale of $3.2 million of such loans to FHLB Boston and loan amortization and payments of approximately $11.9 million. The ratio of gross loans to deposits for first quarter 2021 was 87.2% compared with 92.2% for fourth quarter 2020 and 99.3% for first quarter 2020.COVID-19 restrictions in Salisbury's market.

Asset Quality

During the first ~~three~~six months of 2021, non-performing assets ~~remained relatively unchanged at $5.7 million.~~decreased $0.1 million to $5.5 million, which primarily reflected a decrease in real estate secured loans. During the first ~~quarter~~six months of ~~2021,~~2020, total impaired and potential problem loans increased by ~~$18.8~~$17.0 million to ~~$48.9~~$47.1 million, or ~~4.6%~~4.50% of gross loans receivable at ~~March 31,~~June 30, 2021, from $30.1 million, or ~~2.9%~~2.89% of gross loans receivable at December 31, 2020.The increase primarily reflected loans ~~to certain borrowers~~ in the hospitality and entertainment and recreation industries for which loan payments ~~are currently~~have been deferred due to COVID-19 or which management considers to have a higher risk of default due to the pandemic. As discussed further below, management added a new discrete loan pool in second quarter 2020, which includes loans deemed to be a higher risk due to COVID-19, such as commercial real estate and commercial and industrial loans that were deemed by management to be a higher risk due to the pandemic as well as residential and consumer loans which have been granted a second loan payment deferral by management. In addition, in second quarter 2020, management increased the risk weights for loans with an internal risk rating of "4" (Watch), "5" (Special Mention) and "6" (Substandard") to reflect the higher degree of inherent credit risk associated with these loans as a result of COVID-19. Management reduced these risk weights back to their pre-COVID-19 levels in first quarter 2021 because the pre-COVID risk weights currently reflect the inherent risk of loss within these risk ratings, and management is receiving more timely and transparent information to determine if a downgrade in a loan rating is deemed necessary as the economy transitions beyond COVID-19.

Salisbury has cooperative relationships with the vast majority of its non-performing loan customers. Substantially all non-performing loans are collateralized with real estate and the repayment of such loans is largely dependent on the return of such loans to performing status or the liquidation of the underlying real estate collateral. Salisbury pursues the resolution of all non-performing loans through collections, restructures, voluntary liquidation of collateral by the borrower and, where necessary, legal action. When attempts to work with a customer to return a loan to performing status, including restructuring the loan, are unsuccessful, Salisbury will initiate appropriate legal action seeking to acquire property by deed in lieu of foreclosure or through foreclosure, or to liquidate business assets.

On March 22, 2020, the federal banking agencies issued an "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus"~~, this~~. This guidance encourages financial institutions to work prudently with borrowers that may be unable to meet their contractual obligations because of the effects of the virus. The guidance goes on to explain that the federal banking agencies conclude that short-term modifications (e.g. six months) made on a good faith basis to borrowers who were current as of the implementation date of the relief program are not Troubled Debt Restructurings ("TDRs"). ~~Section 4013 of the~~ CARES Act addresses modifications resulting from the pandemic and specified that virus related modifications on loans that were current as of December 31, 2019 are not TDRs. The Bank has applied ~~Section 4013~~this guidance and implemented a loan payment deferral program which allows residential, commercial and consumer borrowers, who have been adversely affected by the virus and whose loans were not more than 30 days past due at December 31, 2019, to defer loan payments for up to three months. Borrowers may apply to the Bank for additional deferments, which will be evaluated on a case-by-case basis.

As of ~~March 31,~~June 30, 2021, ~~fourteen~~ten commercial loans ($~~27.0~~20.0 million loan balances) were granted payment deferrals. ~~Eleven~~Seven of the loans ($~~18.5~~11.9 million loan balance) related to borrowers in the hospitality industry and three of the loans ($8.5 million loan balance) related to borrowers in the entertainment & recreation industry. The loan balance for which payments were deferred represented approximately ~~2.8%~~2.1% of Salisbury's gross loan balance at ~~March 31,~~June 30, 2021, excluding loans granted under the SBA's Paycheck Protection Program. There were no outstanding deferrals related to residential and consumer loans as of ~~March 31,~~June 30, 2021. The Bank will continue to accrue interest on such deferred payments, which will be added to a borrower's final payment. Salisbury evaluated each borrower's request for loan payment deferrals on a ~~case-by case-basis.~~case-by-case basis. Salisbury also reviewed the credit characteristics and internal risk rating assigned to each borrower that was granted a deferral. This review considered several factors, which included an assessment of COVID-19's impact on the operations of the business, other sources of liquidity available to a borrower for loan payments, the borrower's cooperation, the value of collateral and the number of payment deferrals granted to that borrower. Salisbury also considered a borrower's ability to make partial payments, which represent a subset or combination of principal, interest and mortgage taxes. At ~~March 31,~~June 30, 2021, ~~three~~two of the loans deferring payments were deferring principal only and ~~eleven~~eight loans were deferring principal and interest.

The CARES Act provides emergency economic relief to individuals and businesses impacted by the virus. The CARES Act authorized the SBA to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program. As a qualified SBA lender, the Bank was automatically qualified to originate loans under the PPP. In 2020, Salisbury processed 932 PPP loans for a principal balance of approximately $100 million primarily for existing customers. The expected forgiveness amount is the amount of loan principal the lender reasonably expects the borrower to spend on payroll costs, mortgage interest, rent and utilities during the covered period after the loans are funded. On June 5, 2020, the Paycheck Protection Program Flexibility Act ("PPPFA") was signed into law. The PPPFA increased the covered period from eight weeks to twenty-four weeks, reduced the portion of the loan that must be spent on payroll costs from 75% to 60% and extended the term of loans that are not forgiven from two years to five years. For PPP loans originated prior to June 5, 2020, borrowers and lenders may mutually agree to increase the loan term to five years. The vast majority of PPP loans processed by Salisbury have a two-year term. Management funded these short-term loans through a combination of deposits, short-term Federal Home Loan Bank ("FHLB") advances, and brokered deposits. Salisbury did not participate in the Federal Reserve's Paycheck Protection Program Liquidity Facility ("PPPLF"). As of ~~March 31,~~June 30, 2021, approximately ~~$50~~$86 million of the PPP loans Salisbury originated in 2020 were forgiven by the SBA.

On December 27, 2020 the Consolidated Appropriations Act, 2021 was signed into law. Certain provisions of the CARES Act were modified and extended by the Act. One of the features of the Act was the provision of $284 billion in additional funding for the PPP program, including a Second draw Paycheck Protection Program for qualifying businesses for which there was a quarterly revenue reduction of at least 25% compared to the same quarter in 2019. On a year-to-date basis through ~~March 31,~~June 30, 2021, Salisbury processed another ~~435~~472 customer PPP applications for loans of approximately ~~$47~~$48 million. The Bank funded these loans through deposits. As of ~~March 31,~~June 30, 2021, Salisbury had ~~approximately $94 million of~~gross PPP loans of $61.9 million on its consolidated balance sheet compared with ~~approximately $85~~$86.6 million at December 31, 2020.

Past Due Loans

Loans past due 30 days or more decreased ~~$4.5~~$4.4 million ~~during first quarter~~for the six months ended June 30, 2021 to ~~$5.4~~$5.5 million, or ~~0.51%~~0.53% of gross loans receivable ~~at March 31, 2021~~ compared with $9.9 million, or 0.95% of gross loans receivable at December 31, 2020. ~~The decrease in past due loans from fourth quarter 2020 primarily reflected loans that matured in fourth quarter 2020 that were subsequently rewritten in first quarter 2021.~~

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

(in thousands) March 31, 2021 December 31, 2020
Past due 30-59 days $ 2,375 $ 5,263
Past due 60-89 days - 1,575
Past due 90-179 days 492 1
Past due 180 days and over 12 11
Accruing loans 2,879 6,850
Past due 30-59 days 4 480
Past due 60-89 days 147 179
Past due 90-179 days 587 768
Past due 180 days and over 1,808 1,665
Non-accrual loans 2,546 3,092
Total loans past due 30 days or greater $ 5,425 $ 9,942

(in thousands)		June 30, 2021		December 31, 2020
Past due 30-59 days	$	1,036	$	5,263
Past due 60-89 days		363		1,575
Past due 90-179 days		-		1
Past due 180 days and over		11		11
Accruing loans		1,410		6,850
Past due 30-59 days		1,489		480
Past due 60-89 days		311		179
Past due 90-179 days		510		768
Past due 180 days and over		1,782		1,665
Non-accrual loans		4,092		3,092
Total loans past due 30 days or greater	$	5,502	$	9,942

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

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

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

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

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

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 reasonably 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 are not classified as impaired.

Impaired Loans

Impaired loans include all modified loans classified as troubled debt restructurings (TDRs) and loans on non-accrual status. The components of impaired loans are as follows:

(in thousands) March 31, 2021 December 31, 2020
Non-accrual loans, excluding troubled debt restructured loans $ 3,684 $ 4,091
Non-accrual troubled debt restructured loans 1,518 1,546
Accruing troubled debt restructured loans 6,202 6,272
Total impaired loans $ 11,404 $ 11,909
Commitments to lend additional amounts to impaired borrowers $ - $ -

(in thousands)		June 30, 2021		December 31, 2020
Non-accrual loans, excluding troubled debt restructured loans	$	4,021	$	4,091
Non-accrual troubled debt restructured loans		1,507		1,545
Accruing troubled debt restructured loans		4,698		6,273
Total impaired loans	$	10,226	$	11,909

Non-Performing Assets

Non-performing assets ~~increased $58 thousand~~decreased $0.1 million to ~~$5.7~~$5.5 million or ~~0.41%~~0.39% of assets at ~~March 31,~~June 30, 2021, from $5.6 million, or 0.44% of assets at December 31, 2020, and increased ~~$2.5~~$0.7 million from ~~$3.2~~$4.8 million, or ~~0.28%~~0.37% of assets at ~~March 31,~~June 30, 2020. The 2.0% reduction in non-performing assets in the first six months of 2021 primarily reflected a decrease of $0.5 million in commercial real estate loans, partly offset by an increase of $0.4 million in farm land loans.

The components of non-performing assets are as follows:

(in thousands)		March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Residential 1-4 family	$	1,358	$	1,508	$	1,544	$	1,508
Residential 5+ multifamily		861		861		861		861
Home equity lines of credit		237		154		147		154
Commercial		2,233		2,544		2,000		2,544
Farm land		151		158		594		158
Vacant land		37		37		35		37
Real estate secured		4,877		5,262		5,181		5,262
Commercial and industrial		325		374		347		374
Consumer		-		-		-		-
Non-accrual loans		5,202		5,636		5,528		5,636
Accruing loans past due 90 days and over		504		12		11		12
Non-performing loans		5,706		5,648		5,539		5,648
Foreclosed assets		-		-		-		-
Non-performing assets	$	5,706	$	5,648	$	5,539	$	5,648

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

(in thousands)		March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Current	$	2,655	$	2,545	$	1,436	$	2,545
Past due 30-59 days		4		480		1,489		480
Past due 60-89 days		147		179		311		179
Past due 90-179 days		1,080		769		510		769
Past due 180 days and over		1,820		1,675		1,793		1,675
Total non-performing loans	$	5,706	$	5,648	$	5,539	$	5,648

At ~~March 31,~~June 30, 2021, ~~46.53%~~25.91% of non-performing loans were current with respect to loan payments, compared with 45.06% at December 31, 2020.

Total Outstanding Troubled Debt Restructured Loans

Troubled debt restructured loans ~~decreased slightly~~declined during the first ~~quarter~~six months of 2021 to ~~$7.7~~$6.2 million, or ~~0.73%~~0.59% of gross loans receivable at ~~March 31,~~June 30, 2021, compared to $7.8 million, or 0.75% of gross loans receivable at December 31, 2020. The decline in the balance of accruing troubled debt restructured loans since year end 2020 primarily reflected the payoff of a residential 1-4 family loan and the sale of a commercial loan.

The components of troubled debt restructured loans are as follows:

(in thousands)		March 31, 2021			December 31, 2020		June 30, 2021		December 31, 2020
Residential 1-4 family	$	2,771		$	2,798	$	1,868	$	2,798
Residential 5+ multifamily		102			103		100		103
Personal		24			26		21		26
Vacant land		127			130		125		130
Commercial		3,071			3,105		2,481		3,105
Real estate secured		6,095			6,162		4,595		6,162
Commercial and industrial		107			111		103		111
Accruing troubled debt restructured loans		6,202			6,273		4,698		6,273
Residential 1-4 family		372			378		362		378
Residential 5+ multifamily		861			861		861		861
Vacant land		37			37		35		37
Commercial		249			269		249		269
Real estate secured		1,519			1,545		1,507		1,545
Commercial and Industrial		(1	)		-		-		-
Non-accrual troubled debt restructured loans		1,518			1,545		1,507		1,545
Troubled debt restructured loans	$	7,720		$	7,818	$	6,205	$	7,818

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

(in thousands)		March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Current	$	6,164	$	5,737	$	4,660	$	5,737
Past due 30-59 days		38		536		38		536
Past due 60-89 days		-		-		-		-
Accruing troubled debt restructured loans		6,202		6,273		4,698		6,273
Current		444		237		226		237
Past due 30-59 days		-		-
Past due 60-89 days		-		-		171		-
Past due 90-179 days		213		178		249		178
Past due 180 days and over		861		1,130		861		1,130
Non-accrual troubled debt restructured loans		1,518		1,545		1,507		1,545
Total troubled debt restructured loans	$	7,720	$	7,818	$	6,205	$	7,818

At ~~March 31,~~June 30, 2021, ~~85.60%~~78.74% of troubled debt restructured loans were current with respect to loan payments, as compared with 76.41% at December 31, 2020.

Potential Problem Loans

Potential problem loans consist of performing loans that have been assigned a substandard credit risk rating and are not classified as impaired. Potential problem loans increased ~~$19.3~~$18.6 million ~~during the first quarter of 2021~~ to ~~$37.5~~$36.8 million, or ~~3.56%~~3.52% of gross loans receivable at ~~March 31,~~June 30, 2021, compared with $18.2 million, or 1.75% of gross loans receivable at December 31, 2020. The increase ~~in potential problem loans from year end 2020~~ primarily reflected the downgrade of certain commercial loans of $19.8 million and commercial and industrial loans of $1.2, partly offset by the ~~internal risk rating on~~upgrade of farm land loans ~~to certain borrowers in the hospitality~~of $1.4 million and ~~entertainment and recreation industries who have been granted loan payment deferrals due to COVID-19.~~commercial loans of $0.7 million.

The components of potential problem loans are as follows:

(in thousands) March 31, 2021 December 31, 2020
Residential 1-4 family $ 1,719 $ 1,620
Residential 5+ multifamily 727 732
Home equity lines of credit - -
Residential real estate 2,446 2,352
Commercial 32,632 13,703
Construction of commercial 226 229
Commercial real estate 32,858 13,932
Farm land 450 1,427
Real estate secured 35,754 17,711
Commercial and industrial 1,764 486
Consumer 1 1
Total potential problem loans $ 37,519 $ 18,198

(in thousands)		June 30, 2021		December 31, 2020
Residential 1-4 family	$	1,703	$	1,620
Residential 5+ multifamily		721		732
Home equity lines of credit		-		-
Residential real estate		2,424		2,352
Commercial		32,722		13,703
Construction of commercial		-		229
Commercial real estate		32,722		13,932
Farm land		-		1,427
Real estate secured		35,146		17,711
Commercial and industrial		1,700		486
Consumer		1		1
Total potential problem loans	$	36,847	$	18,198

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

(in thousands) March 31, 2021 December 31, 2020
Current $ 36,608 $ 17,598
Past due 30-59 days 421 40
Past due 60-89 days - 560
Past due 90-179 days 490 -
Total potential problem loans $ 37,519 $ 18,198

(in thousands)		June 30, 2021		December 31, 2020
Current	$	36,802	$	17,598
Past due 30-59 days		14		40
Past due 60-89 days		31		560
Past due 90-179 days		-		-
Total potential problem loans	$	36,847	$	18,198

At ~~March 31,~~June 30, 2021, ~~97.5~~7%99.88% of potential problem loans were current with respect to loan payments, as compared with 96.70% at December 31, 2020. 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 provisions for loan losses.

Goodwill

Management evaluates goodwill and identifiable intangible assets for impairment at least 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. ~~As a result~~Due to COVID-19 and volatility in the market price of ~~the stock market volatility during the past twelve months,~~bank stocks, the Bank ~~was required~~continues to assess whether it was more likely than not that the goodwill on its consolidated balance sheet had been impaired at ~~March 31,~~June 30, 2021. At ~~March 31,~~June 30, 2021, Salisbury's ~~closing~~ stock price ~~was $44.41~~closed at $50.80 per share compared with its book value of ~~$44.72~~$46.02 per share. ~~During first quarter 2021, SAL's~~The annual rebalancing of the Russell 2000 Index (the "Index") occurred on June 25, 2021. As a result of that rebalance, SAL and 78 other bank stocks were removed from the index because their market capitalization was below the newly established minimum market capital threshold for inclusion in the Index of $257.1 million. Salisbury's market capitalization prior to the rebalance was approximately $138.3 million. On the rebalancing date, 384,070 shares of Salisbury traded and the share price ~~peaked~~increased 3.66% to close at ~~$50.88~~$52.00 per ~~share on March 11, 2021.~~share. Bank stocks, as measured by the S&P US BMI Banks Index, increased ~~23.7%~~27.0% since year end 2020 whereas SAL increased ~~19.2%~~36.3% over the same period. Management performed a qualitative analysis that evaluated several factors including macroeconomic conditions, the Bank's financial performance and the short-term volatility in its share price. Management concluded that as of ~~March 31,~~June 30, 2021 it was not more likely than not that goodwill was impaired. As a result, the Bank did not record an impairment charge for goodwill for ~~first~~second quarter 2021.

Deposits and Borrowings

Deposits increased ~~$82.1~~$114.3 million during the first ~~quarter~~six months of 2021, or 7%10.1%, to $1.2 billion at ~~March 31,~~June 30, 2021, compared with $1.1 ~~million~~billion at December 31, 2020. The increase partly reflected the funding of PPP loans and normal business activity. Retail repurchase agreements increased ~~$1.6~~$10.4 million during 2021 to ~~$8.7~~$17.5 million at ~~March 31,~~June 30, 2021, compared with $7.1 million at December 31, 2020.

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

	March 31, 2021								December 31, 2020								June 30, 2021								December 31, 2020
(in thousands)	Average Balance		Percent			Weighted Interest Rate			Average Balance		Percent			Weighted Interest Rate			Average Balance		Percent			Weighted Interest Rate			Average Balance		Percent			Weighted Interest Rate
Demand deposits	$	328,372		28.24	%		0.00	%	$	294,603		27.94	%		0.00	%	$	338,465		27.27	%		0.00	%	$	294,603		27.94	%		0.00	%
Interest-bearing checking accounts		218,425		18.79			0.20			183,870		17.44			0.24			227,623		18.34	%		0.21	%		183,870		17.44			0.24
Regular savings accounts		197,526		16.99			0.11			175,204		16.61			0.26			212,253		17.10	%		0.11	%		175,204		16.61			0.26
Money market savings		288,767		24.84			0.18			256,402		24.31			0.45			315,665		25.43	%		0.18	%		256,402		24.31			0.45
Certificates of deposit (CD's)¹		129,603		11.15			0.83			144,488		13.70			1.27			147,103		11.85	%		0.69	%		144,488		13.70			1.27
Total deposits	$	1,162,694		100.00	%		0.19	%	$	1,054,567		100.00	%		0.37	%	$	1,241,109		100.00	%		0.18	%	$	1,054,567		100.00	%		0.37	%

¹CD's included brokered certificates of ~~deposits~~deposit of $7.9 million at June 30, 2021 and $18.0 million at ~~March 31, 2021 and~~ December 31, 2020.

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

Interest rates		March 31, 2021		December 31, 2020
Interest rates (in thousands)						June 30, 2021		December 31, 2020
Less than 1.00%	$	93,439	$	73,538	$	108,815	$	73,538
1.00% to 1.99%		22,802		25,589		17,850		25,589
2.00% to 2.99%		11,514		31,889		9,493		31,889
3.00% to 3.99%		498		498		498		498
Total	$	128,253	$	131,514	$	136,656	$	131,514

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

	At March 31, 2021													At June 30, 2021
Interest rates	Less Than or Equal to One Year		More Than One to Two Years		More Than Two to Three Years		More Than Three Years		Total		Percent of Total
Interest rates (in thousands)														Less Than or Equal to One Year		More Than One to Two Years		More Than Two to Three Years		More Than Three Years		Total		Percent of Total
Less than 1.00%	$	76,174	$	11,229	$	1,680	$	4,356	$	93,439		72.86	%	$	86,303	$	15,271	$	2,074	$	5,167	$	108,815		79.63	%
1.00% to 1.99%		7,562		8,200		2,318		4,721		22,802		17.78	%		6,444		5,154		2,890		3,362		17,850		13.06	%
2.00% to 2.99%		5,011		742		4,425		1,336		11,514		8.98	%		3,840		164		5,489		-		9,493		6.95	%
3.00% to 3.99%		498		-		-		-		498		0.39	%		498		-		-		-		498		0.36	%
Total	$	89,245	$	20,171	$	8,423	$	10,413	$	128,253		100.00	%	$	97,085	$	20,589	$	10,453	$	8,529	$	136,656		100.00	%

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

March 31, 2021 (in thousands) Within
3 months
3-6 months
6-12 months Over
1 year Total
Certificates of deposit $100,000 and over $ 26,613 $ 8,084 $ 26,787 $ 20,358 $ 81,842

June 30, 2021 (in thousands)		Within 3 months				3-6 months				6-12 months				Over 1 year				Total
Certificates of deposit $100,000 and over		$	19,732			$	20,815			$	26,625			$	20,547			$	87,719

FHLBB advances decreased ~~$1.2~~$2.5 million duringthe first ~~quarter~~six months of 2021 to ~~$11.4~~$10.2 million at ~~March 31,~~June 30, 2021, compared with $12.6 million at December 31, 2020. ~~The decrease was due to the payments on an amortized advance during first quarter 2020.~~ Salisbury has an Irrevocable Letter of Credit Reimbursement ~~Agreement~~Agreements with the FHLBB, whereby upon the Bank's request an irrevocable letter of credit is issued to secure municipal and certain other transactional deposit accounts. These letters of credit are secured primarily by residential mortgage loans. The amount of funds available from the FHLBB to the Bank is reduced by any letters of credit outstanding. At ~~March 31,~~June 30, 2021, ~~$20.0~~$20 million of letters of credit were ~~outstanding compared with $18.0 million at December 31, 2020. Salisbury's borrowing capacity at the FHLB was $247.6 million at March 31, 2021.~~outstanding.

The following table sets forth certain information concerning short-term FHLBB advances:

(dollars in thousands)		March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Highest month-end balance during period	$	-	$	15,000	$	-	$	15,000
Ending balance		-		-		-		-
Average balance during period		-		5,956		-		5,956

Liquidity

Salisbury manages its liquidity position toto ensure that there is sufficient funding availability at all times to meet both anticipated and unanticipated deposit withdrawals, loan originations and advances, securities purchases and other operating cash outflows. Salisbury's primary sources of liquidity are principal payments and maturities of securities and loans, short-term borrowings through repurchase agreements and FHLBB advances, net deposit growth and funds provided by operations. Liquidity can also be provided through sales of loans and available-for-sale securities. At ~~March 31,~~June 30, 2021, Salisbury's excess borrowing capacity at FHLBB was approximately ~~$247.6~~$248 million. Salisbury did not experience a significant outflow of deposits or draw downs on credit lines due to the virus. In addition, Salisbury may pledge the loans approved by the SBA under the PPP program to the Federal Reserve to collateralize borrowings. The face amount of the PPP loans will not be discounted by the Federal Reserve. The PPP loans are guaranteed by the SBA and therefore carry a 0% risk weight. As a result, the Bank's Tier 1 and Total capital ratios will not be affected by loans made under this program. Additionally, PPP loans pledged as collateral to the Federal Reserve will not be included in the Bank's Tier 1 leverage ratio. Salisbury has not pledged any PPP loans to the Federal Reserve. Salisbury maintains access to multiple sources of liquidity, including wholesale funding. An increase in funding costs could have an adverse impact on Salisbury's net interest margin. If an extended economic shutdown causes depositors to withdraw their funds, Salisbury could become more dependent on more expensive sources of funding.

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

Operating activities for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2021 provided net cash of ~~$6.4~~$12.0 million. Investing activities utilized net cash of ~~$46.4~~$60.2 million ~~due to the purchase~~principally from $72.7 million of purchases of available-for-sale securities, ~~available-for-sale~~$4.3 million of ~~$40.5 million,~~ net loan originations and principal collections, and $1.8 million of ~~$14.6 million and $0.9 million for the purchase of fixed assets,~~capital expenditures, partly offset by ~~$9.5~~proceeds of $15.8 million from calls and maturities of available-for-sale securities and $2.43 million from the ~~maturities/principal paydowns~~sale of ~~available-for-sale (AFS) securities.~~available-for-sale-securities. Financing activities provided net cash of ~~$106.0~~$134.9 million ~~primarily~~principally due to ~~the~~an increase of ~~savings~~deposit transaction accounts of $109.2 million, an increase in time deposits of ~~$85.4~~$5.1 million, an increase in net ~~proceeds from the issuance of~~ subordinated debt of ~~$24.4~~$14.4 million and ana $10.4 million increase ~~of $1.6 million~~ in ~~securities sold under~~repurchase agreements, ~~to repurchase, partly~~ offset by ~~a net decrease~~the repayment of ~~$3.3~~FHLBB amortizing term advances of $2.5 million ~~in time deposit accounts~~ and ~~principal payments~~the payment of ~~$1.2 million on FHLB advances.~~common stock dividends of $1.7 million.

At ~~March 31,~~June 30, 2021, Salisbury had outstanding commitments to fund new loan originations of ~~$30.7~~$77.8 million and unused lines of credit of ~~$175.3~~$169.7 million. Salisbury believes that these commitments can be met in the normal course of business. Salisbury believes that its liquidity sources will continue to provide funding sufficient to support operating activities, loan originations and commitments, and deposit withdrawals.

RESULTS OF OPERATIONS

For the ~~three month~~three-month periods ended ~~March 31,~~June 30, 2021 and 2020

OVERVIEW

Net income allocated to common shareholders was $4.3 million, or $1.53 per basic earnings per common share, for the second quarter ended June 30, 2021 (second quarter 2021), compared with $2.7 million, or $0.96 per basic common share, for the second quarter ended June 30, 2020 (second quarter 2020), and $4.5 million, or $1.59 per basic ~~earnings per~~ common share, for the first quarter ended March 31, 2021 (first quarter 2021), compared with $2.8 million, or $0.99 basic earnings per common share, for the fourth quarter ended December 31, 2020 (fourth quarter 2020), and $2.0 million, or $0.72 basic earnings per common share, for the first quarter ended March 31, 2020 (first quarter 2020). Excluding the impact of PPP loans, the tax equivalent net interest income for first quarter 2021 was 3.16% compared with 3.13% for fourth quarter 2020. There were no PPP loans recorded on Salisbury's consolidated balance sheet in first quarter 2020.

Net Interest Income

Tax equivalent net interest income for ~~first~~the second quarter 2021 ~~increased $1.6 million,~~decreased $781 thousand, or ~~17.48%~~7.4%, versus first quarter ~~2020. Loan interest income for the first~~2021, and decreased $47 thousand, or 0.48%, versus second quarter ~~2021 included PPP interest and fees of approximately $232 thousand and $1.1 million, respectively.~~2020. Average earning assets increased ~~$194.1~~$194.9 million versus ~~first~~second quarter 2020. Average total interest bearing deposits increased ~~$120.0~~$163.4 million versus ~~first~~second quarter 2020. Average loan balances for ~~the first~~second quarter 2021 included an average PPP loan balance of $80.4 million compared with $92.8 ~~million.~~million for first quarter 2021. The net interest margin ~~of 3.34% decreased 1 basis points versus 3.35%~~ for the ~~first~~second quarter 2021 was 2.82% compared with 3.31% for the second quarter 2020. Excluding PPP loans, the net interest margin for ~~first~~the second quarter 2021 was approximately ~~3.16%.~~2.76% compared with 3.28% for second quarter 2020. The significant decline in net interest margin in second quarter 2021 primarily reflected a $131.6 million increase in short term funds, due to higher average customer deposit balances, earning an average yield of 0.11%, a reduction of 0.24% in average loan yields, and an increase in subordinated debt interest expense.

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

Three months ended March 31,	Average Balance				Income / Expense				Average Yield / Rate
Three months ended June 30,														Average Balance				Income / Expense				Average Yield / Rate
(dollars in thousands)		2021		2020		2021		2020		2021		2020			2021		2020		2021		2020		2021		2020
Loans (a)(d)	$	1,051,658	$	948,035	$	10,592	$	10,096		4.02	%	4.26	%	$	1,052,381	$	1,038,551	$	10,015	$	10,428		3.78	%	4.02	%
Securities (c)(d)		103,062		89,596		640		698		2.48		3.12			138,164		86,987		720		634		2.08		2.92
FHLBB stock		1,948		3,041		9		33		1.85		4.34			1,830		3,580		11		39		2.41		4.36
Short term funds (b)		101,401		23,218		25		58		0.10		1.00			180,716		49,105		50		12		0.11		0.10
Total interest-earning assets		1,258,069		1,063,890		11,266		10,885		3.57		4.09			1,373,091		1,178,223		10,796		11,113		3.13		3.77
Other assets		71,252		64,438											70,447		60,288
Total assets	$	1,329,321	$	1,128,328										$	1,443,538	$	1,238,511
Interest-bearing demand deposits	$	218,425	$	154,604		106		119		0.20		0.31		$	227,623	$	172,811		117		103		0.21		0.24
Money market accounts		288,767		240,680		129		560		0.18		0.93			315,665		237,667		138		239		0.18		0.40
Savings and other		197,526		164,174		56		234		0.11		0.57			212,253		171,436		59		102		0.11		0.24
Certificates of deposit		129,603		154,869		264		596		0.83		1.54			147,103		157,288		252		544		0.69		1.38
Total interest-bearing deposits		834,321		714,327		555		1,509		0.27		0.84			902,644		739,202		566		988		0.25		0.53
Repurchase agreements		8,453		5,672		3		7		0.15		0.49			12,010		4,773		4		4		0.15		0.34
Finance lease		2,824		3,050		32		36		4.60		4.72			2,751		2,987		36		35		5.26		4.69
Note payable		200		240		3		4		6.18		6.67			192		231		3		4		6.09		6.93
Subordinated debt (net of issuance costs)		10,156		9,860		119		156		4.68		6.33
Subordinated Debt (net of issuance costs)															30,789		9,866		415		156		5.39		6.32
FHLBB advances		11,825		37,118		34		219		1.14		2.36			10,576		55,374		33		140		1.21		1.01
Total interest-bearing liabilities		867,779		770,267		746		1,931		0.35		1.00			958,962		812,433		1,057		1,327		0.44		0.65
Demand deposits		328,372		235,129											348,561		302,965
Other liabilities		6,839		6,856											6,786		6,029
Shareholders' equity		126,331		116,076											129,229		117,084
Total liabilities & shareholders' equity	$	1,329,321	$	1,128,328										$	1,443,538	$	1,238,511
Net interest income (d)					$	10,520	$	8,954										$	9,739	$	9,786
Spread on interest-bearing funds										3.22		3.09											2.69		3.12
Net interest margin (e)										3.34		3.35											2.82		3.31

(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 cost.

(d)

Includes tax exempt income benefit of ~~$170,000~~$174,000 and ~~$167,000,~~$170,000, respectively, for 2021 and 2020 on tax-exempt securities and loans whose income and yields are calculated on a tax-equivalent basis. The income benefit reflected the U.S. federal statutory tax rate of 21.0% for 2021 and 2020.

(e)

Net interest income divided by average interest-earning assets.

3534

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

Three months ended March 31, (in thousands) 2021 versus 2020
Change in interest due to Volume Rate Net
Loans $ 1,074 $ (578 ) $ 496
Securities 94 (152 ) (58 )
FHLBB stock (8 ) (16 ) (24 )
Short term funds 109 (142 ) (33 )
Interest-earning assets 1,269 (888 ) 381
Deposits 186 (1,140 ) (954 )
Repurchase agreements 2 (6 ) (4 )
Finance lease (3 ) (1 ) (4 )
Note payable (1 ) - (1 )
Subordinated debt 4 (41 ) (37 )
FHLBB advances (112 ) (73 ) (185 )
Interest-bearing liabilities 77 (1,261 ) (1,184 )
Net change in net interest income $ 1,193 $ 373 $ 1,566

Three months ended June 30, (in thousands)	2021 versus 2020
Change in interest due to		Volume			Rate			Net
Loans	$	223		$	(636	)	$	(413	)
Securities		321			(235	)		86
FHLBB stock		(15	)		(13	)		(28	)
Short term funds		35			3			38
Interest-earning assets		564			(881	)		(317	)
Deposits		151			(573	)		(422	)
Repurchase agreements		4			(4	)		-
Finance lease		(3	)		4			1
Note payable		(1	)		-			(1	)
Subordinated Debt		306			(47	)		259
FHLBB advances		(123	)		16			(107	)
Interest-bearing liabilities		334			(604	)		(270	)
Net change in net interest income	$	230		$	(277	)	$	(47	)

Interest Income

Tax equivalent interest income ~~increased $381~~decreased $317 thousand, or ~~3.5%~~2.85%, to ~~$11.3~~$10.8 million for ~~first~~second quarter 2021 as compared with ~~first~~$11.1 million in second quarter 2020. Loan income as compared to ~~first~~second quarter 2020 ~~increased $496~~decreased $413 thousand, or ~~4.91%~~4.0%, primarily due to ~~a $103.6 million, or 10.9%, increase in average loans, partly offset by~~ a 24 basis point decrease in the average loan ~~yield.~~yield, partly offset by a $13.8 million, or 13.5%, increase in average loans. Tax equivalent securities income ~~decreased $58~~increased $86 thousand, or ~~8.3%~~13.5%, for ~~first~~second quarter 2021 as compared with ~~first~~second quarter 2020, primarily due to a 64$51.2 million, or 58.8%, increase in average volume, partly offset by an 84 basis point decrease in average ~~yield, partly offset by a $13.4 million, or 15.0%, increase in average volume.~~yield. Income on short-term funds as compared to ~~first~~second quarter 2020 ~~decreased $33~~increased $38 thousand, or ~~56.9%~~316.6%, primarily due to a 90$131.6 million, or 268.0%, increase in average balance, and partly due to a 1 basis point ~~decrease~~increase in the average short-term funds ~~yields, partly offset by a $78.2 million, or 336.73% increase in average balances.~~yield.

Interest Expense

Interest expense decreased ~~$1.2 million,~~$270 thousand, or ~~61.3%~~20.3%, to ~~$746 thousand~~$1.1 million for ~~first~~second quarter 2021 as compared with ~~first~~$1.3 million in second quarter 2020. Interest on deposit accounts decreased ~~$954~~$422 thousand, or ~~63.2%~~42.7%, asfrom first quarter 2020 due to a ~~result of a 57 basis point decrease in average deposit rates, partly offset by a $120.0~~$163.4 million increase in the average balances, ~~as compared with first quarter 2020.~~which was more than offset by a 28 basis point decrease in the average deposit rates. Interest expense on FHLBB borrowings decreased ~~$185~~$107 thousand, or ~~84.5%~~76.4%, as a result of an average balance decrease of ~~$25.2~~$44.8 million as compared with ~~first~~second quarter 2020, ~~and~~partly offset by a ~~122~~20 basis point ~~decrease~~increase in the average ~~borrowings~~borrowing rate. Interest expense on subordinated debt ~~decreased $37~~increased $259 thousand as a result of an average balance increase of ~~$296 thousand and~~$20.9 million, partly offset by a ~~165~~93 basis point decrease in average yield. ~~On December 15, 2020 Salisbury's~~The increase in the average balance reflected the $25.0 million of subordinated debt ~~repriced from~~issued by Salisbury in March 2021 at a ~~fixed rate~~coupon of ~~6% to a floating rate based on three month LIBOR plus 430 basis points, or approximately 4.50%~~3.5%.

Provision and Allowance for Loan Losses

~~During~~A net provision release of $1.1 million was recorded for second quarter 2021, compared with a charge of $1.8 million for second quarter 2020. The net provision release in second quarter 2021 reflected a credit reserve release of $1.4 million partially offset by an increase in loan loss reserves of $0.3 million for loan growth during the quarter. Net loan charge-offs were $103 thousand for second quarter 2021 compared with $26 thousand for first quarter 2021 ~~the allowance for loan losses increased by the provision for loan loss expense of $158 thousand compared with $840~~and $53 thousand for ~~fourth quarter 2020 and $1.7 million for the first~~second quarter 2020. ~~Net loan charge-offs (recoveries) were $26 thousand for~~In 2020 management significantly boosted reserves due to the ~~first quarter 2021, $87 thousand for fourth quarter 2020 and ($17) thousand for the first quarter 2020. The provision in first quarter 2021 reflected management's assessment~~uncertainty of the impact of COVID-19 on the ~~virus on certain qualitative~~Bank's loan portfolio. In the first six months of 2021, however, the rollout of vaccines has led to an improved business environment and ~~environmental factors and impaired loans.~~ the lifting of COVID-19 restrictions in Salisbury's market areas. As a result, in second quarter 2021 management released a portion of the credit reserves that were added in the prior year. Management will continue to ~~monitor~~evaluate credit risk in the ~~impact~~loan portfolio to ensure a commensurate level of loan loss reserves. A resurgence of the ~~virus on its borrowers~~pandemic, which causes a deterioration in economic conditions and ~~adjust the allowance as appropriate.~~an increase in loan payment deferrals or delinquencies, may subsequently necessitate an increase in loan loss reserves.

As a result of these factors, reserve coverage, as measured by the ratio of the allowance for loan losses to gross loans excluding PPP loans, was ~~1.45%~~1.29% for the ~~first~~second quarter 2021, versus 1.44% for ~~the~~ fourth quarter 2020 and ~~1.11%~~1.29% for the ~~first~~second quarter 2020. Similarly, reserve coverage, as measured by the ratio of the allowance for loan losses to non-performing loans was ~~243%~~229% for the ~~first~~second quarter of 2021, versus 244% for the fourth quarter of 2020 and ~~333%~~257% for the ~~first~~second quarter of 2020.

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

Three months ended March 31, 2021 2020
Net charge-offs (recoveries) to average loans receivable, gross 0.00 % 0.00 %
Non-performing loans to loans receivable, gross 0.54 0.33
Accruing loans past due 30-89 days to loans receivable, gross 0.23 0.64
Allowance for loan losses to loans receivable, gross 1.32 1.11
Allowance for loan losses to non-performing loans 243.37 333.05
Non-performing assets to total assets 0.41 0.28

Three months ended June 30,	2021		2020
Net charge-offs (recoveries) to average loans receivable, gross	0.01	%	0.00	%
Non-performing loans to loans receivable, gross	0.53		0.46
Accruing loans past due 30-89 days to loans receivable, gross	0.13		0.25
Allowance for loan losses to loans receivable, gross	1.22		1.18
Allowance for loan losses to non-performing loans	229.42		256.89
Non-performing assets to total assets	0.39		0.37

Non-performing loans (non-accrual loans plus accruing loans past-due 90 days or more) were ~~$5.7~~$5.5 million or ~~0.54%~~0.53% of gross loans receivable at ~~March 31,~~June 30, 2021 as compared to ~~$5.6~~$4.8 million, or ~~0.54% at December 31, 2020 and $3.2 million, or 0.33%~~0.46%, at ~~March 31,~~June 30, 2020. Accruing loans past due 30-89 days ~~were $2.4~~decreased $1.3 million to $1.4 million, or ~~0.23%~~0.13% of gross loans receivable ~~compared with $6.9~~from $2.7 million, or ~~0.66%~~0.25% of gross loans receivable, at ~~December 31, 2020 and $6.1 million, or 0.64% of gross loans receivable, at March 31,~~June 30, 2020. See "Financial Condition - ~~Asset~~Loan Credit Quality" above for further discussion and analysis.

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, when 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, less estimated costs to sell if the loan is collateral dependent, or the present value of expected future cash flows discounted at the loan's effective interest rate. A specific allowance is generally 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 then 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 or 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 and are risk-weighted such that higher risk loans generally have a higher reserve percentage.

In second quarter 2020, management added a new discrete loan pool for loans deemed to be a higher risk due to ~~COVID-19.~~COVID-19 ("COVID-19 pool"). This ~~new loan~~COVID-19 pool included commercial real estate and commercial and industrial loans that were deemed by management to be a higher risk of default as a result of the pandemic as well as residential and consumer loans which have been granted a second loan payment deferral by management. In addition, in second quarter 2020, management increased the risk weights for loans with an internal risk rating of "4" (Watch), "5" (Special Mention) and "6" ~~(Substandard)~~(Substandard") to reflect the higher degree of inherent credit risk associated with these loans as a result of COVID-19. In first quarter 2021, management reduced these risk weights back to their pre-COVID-19 levels because the internal risk rating on several loans with a higher degree of credit risk due to ~~COVID-19~~the pandemic was downgraded during the quarter. Such downgrades resulted in a higher loan loss reserve for each affected loan. Management believes that this more targeted approach iswas prudent because loans to borrowers in certain industries, such as hospitality and entertainment and recreation, have a relatively higher degree of credit risk due to COVID-19. ~~Management will continue to monitor the population~~

In second quarter 2021, approximately $56 million of loans were moved out of the discrete COVID-19 pool, which carries higher loan loss reserve rates, and back to their pre-pandemic pool. These loans were deemed by management to be a lower risk of default because the level of business activity of these businesses substantially returned to pre-pandemic levels and the borrowers were current on loan payments. Management also updated certain qualitative factors to reflect the overall improvement in local economic conditions since first quarter 2021. Collectively, these factors resulted in a release of credit reserves of $1.4 million for second quarter 2021, which was partially offset by an increase in credit reserves of $0.3 million due to loan growth in the ~~COVID-19 pool and evaluate if further adjustments are warranted.~~quarter.

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. Additionally, reserves are established for off balance sheet exposures.

Determining the adequacy of the allowance and reserves at any given period is difficult, particularly during deteriorating or uncertain economic periods, and management must make estimates using assumptions and information that are often ~~subjective~~subjective and changing rapidly. The review of credit exposure related to loans is a continuing event in light of a changing economy and the dynamics of the banking and regulatory environment. Should the economic climate deteriorate, borrowers could experience difficulty and the level of non-performing loans, charge-offs and delinquencies could rise, requiring increased provisions and reserves. In management's judgment, Salisbury remains adequately reserved both against total loans and non-performing loans at ~~March 31,~~June 30, 2021.

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 basis by one of its two primary regulatory agencies, the FDIC and CTDOB. As an integral part of their examination process, the FDIC and CTDOB review the adequacy and methodology of the Bank's credit risk ratings and allowance for loan losses.

Non-Interest Income

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

Three months ended March 31, (dollars in thousands)		2021			2020		2021 vs. 2020
Three months ended June 30, (dollars in thousands)											Three months ended June 30, (dollars in thousands)		2021			2020		2021 vs. 2020
Trust and wealth advisory	$	1,146		$	1,030	$	116		11	%		$	1,254		$	1,031	$	223		21.6	%
Service charges and fees		950			905		45		5				1,374			598		776		129.8
Mortgage banking activities, net		608			128		480		375				196			318		(122	)	(38.4	)
Gains (losses) on CRA mutual fund		(16	)		14		(30	)	(214	)
Gain on available-for-sale securities, net		-			1		(1	)	(100	)
Gains on CRA mutual fund													3			8		(5	)	(62.5	)
(Losses) gains on available-for-sale securities, net													(9	)		181		(190	)	(105.0	)
BOLI income and gains		125			134		(9	)	(6	)			125			133		(8	)	(6.0	)
Other		28			33		(5	)	(18	)			28			47		(19	)	(40.4	)
Total non-interest income	$	2,841		$	2,245	$	596		27	%		$	2,971		$	2,316	$	655		28.3	%

Non-interest income increased ~~$596~~$655 thousand, or ~~27%~~28.3% in the ~~first~~second quarter of 2021 versus ~~the first~~second quarter of 2020. Trust and wealth advisory revenues increased ~~$116~~$223 thousand versus ~~first~~second quarter 2020 primarily due to higher asset-based fees. Assets under administration were $970.3 million at June 30, 2021 compared with $902.1 million at March 31, 2021 ~~compared with $944.3~~and $704.1 million at ~~December 31, 2020 and $639.5 million at March 31,~~June 30, 2020. Discretionary assets under administration of ~~$578.2~~$614.3 million ~~in first quarter~~at June 30, 2021 increased from ~~$555.0~~$578.2 million ~~in fourth quarter 2020~~at March 31, 2021 and ~~$425.4~~$480.5 million ~~in first quarter 2020 primarily due to higher market valuations.~~at June 30, 2020. Non-discretionary assets under administration of$356.0 million increased from $323.9 million inat first quarter 2021 ~~declined from $389.4 million in fourth quarter 2020~~ and increased from ~~$214.1~~$223.6 million in ~~first~~second quarter 2020. The ~~decline from fourth quarter 2020 reflected a lower valuation of shares in a partnership for one significant client relationship, and the~~ increase from ~~first quarter 2020 was due to~~the comparative periods primarily reflected the addition of partnership assets under administration for ~~the same~~an existing client relationship. The trust and wealth business records only a nominal annual fee on this non-discretionary relationship.

Service charges and fees increased ~~$45~~$776 thousand versus ~~first~~second quarter 2020 primarily due to non-recurring loan prepayment fees of $286 thousand as well as higher interchange ~~fees partially offset by lower~~and deposit fees. ~~First~~Salisbury waived approximately $240 thousand in deposit fees in second quarter 2020 due to the COVID-19 pandemic. Second quarter 2021 income from mortgage sales and servicing ~~increased $480~~decreased $122 thousand due to ~~an increase in~~lower sales volume. Mortgage sales in ~~first~~second quarter 2021 were ~~$21.3~~$7.1 million compared with ~~$3.2~~$14.7 million for ~~first~~second quarter 2020. The ~~first~~second quarter 2021 included net losses of ~~$16~~$9 thousand on ~~investments in CRA Funds~~available-for-sale securities compared with net gains of ~~$14~~$181 thousand in ~~first~~second quarter 2020. BOLI income of $125 thousand decreased $9$8 thousand compared to ~~$134~~$133 thousand in ~~first~~second quarter 2020. Other income primarily includes rental property income.

Non-Interest Expense

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

Three months ended March 31, (dollars in thousands) 2021 2020 2021 vs. 2020
Salaries $ 2,901 $ 2,850 $ 51 2 %
Employee benefits 1,312 1,146 166 14
Premises and equipment 954 911 43 5
Data processing 565 540 5 5
Professional fees 711 628 83 13
Collections, OREO, and loan related 84 25 59 236
FDIC insurance 145 105 40 38
Marketing and community support 82 125 (43 ) (34 )
Amortization of core deposit intangibles 71 87 (16 ) (18 )
Other 434 519 (85 ) (16 )
Non-interest expense $ 7,259 $ 6,936 $ 323 5 %

Three months ended June 30, (dollars in thousands)		2021		2020		2021 vs. 2020
Salaries	$	3,403	$	2,411	$	992		41.1	%
Employee benefits		1,356		1,037		319		30.8
Premises and equipment		1,019		981		38		3.9
Data processing		628		557		71		12.7
Professional fees		644		758		(114	)	(15.0	)
Collections, OREO, and loan related		113		79		34		43.0
FDIC insurance		80		103		(23	)	(22.3	)
Marketing and community support		214		169		45		26.6
Amortization of core deposit intangibles		65		83		(18	)	(21.7	)
Other		564		611		(47	)	(7.7	)
Non-interest expense	$	8,086	$	6,789	$	1,297		19.1	%

Non-interest expense for ~~first~~second quarter 2021 increased ~~$323~~$1.3 million versus second quarter 2020. Total compensation expense increased $992 thousand versus ~~first quarter 2020. Salaries expense increased $51 thousand versus first~~the second quarter 2020. The increase from the comparative quarters primarily reflected higher ~~salary,~~salaries and benefits, production and incentive accruals ~~partly offset by higher~~as well as lower deferred loan origination expenses. Deferred loan origination expenses ~~related~~in second quarter 2021 declined $464 thousand versus second quarter 2020, respectively, primarily due to the processing of PPP ~~loans. Employee benefits~~loans in the comparative quarter. Premises and equipment expense increased ~~$166~~$38 thousand versus ~~first~~second quarter 2020 primarily due to increased building depreciation and software maintenance. Data processing expense increased $71 thousand versus second quarter 2020 primarily due to higher ~~medical insurance costs, payroll taxes~~ATM network processing fees and ~~BOLI related~~data communications expenses. ~~Premises and equipment expense increased $43~~Professional fees decreased $114 thousand versus ~~first~~second quarter 2020 primarily due to ~~higher building related costs~~lower consulting and ~~lease expense~~legal expenses partially offset by ~~decreased software~~increased investment management fees. Collections, OREO and ~~machine maintenance expense. Data processing expense~~loan related expenses increased $5$34 thousand versus ~~first~~second quarter ~~2021~~2020 primarily due to higher core processing costs and ATM and debit card processing fees. Professional fees increased $83 thousand versus first quarter 2020 primarily as a result of increased audit, legal and investment management fees. Loan and OREO related expenses increased $59 thousand versus first quarter 2020, mainly due to higher appraisals, inspections and litigation expenses.mortgage taxes. Marketing and community support expense ~~decreased $43~~increased $45 thousand versus ~~first~~second quarter 2020 primarily due to timing of current marketing campaigns and contributions. Marketing expenses for second quarter 2021 also included costs associated with an ongoing review of Salisbury's web site and branding initiatives. The decrease in other expenses of ~~$85~~$47 thousand primarily reflected ~~lower~~litigation related accruals ~~related to litigation matters occurring in the normal course of business.~~during second quarter 2020.

Income Taxes

The effective income tax rates for ~~first~~second quarter 2021 and ~~first~~second quarter 2020 were ~~21.61%~~21.2% and ~~14.35%~~18.1%, respectively. Generally, fluctuations in the effective tax rate result from changes in the mix of taxable and tax-exempt ~~income as well as a higher level of income in first quarter 2021.~~income. The higher tax rate in the first quarter 2021 primarily reflected a lower mix of tax-exempt income from municipal bonds, tax advantaged loans and bank-owned life insurance on a comparatively higher level of pre-tax income. Additionally, Salisbury's effective tax rate is generally less than the federal statutory rate due to holdings of tax-exempt municipal bonds and loans as well as bank owned life insurance.

Salisbury did not incur Connecticut income tax in 2021 (to date) or 2020, other than minimum state income tax, as a result of a Connecticut law that permits banks to shelter certain mortgage income from the Connecticut corporation business tax through the use of a special purpose entity called a Passive Investment Company or PIC. In 2004, Salisbury availed itself of this benefit by forming a PIC, SBT Mortgage Service Corporation. Salisbury's income tax provision reflects the full impact of the Connecticut legislation. Salisbury does not expect to pay other than minimum state income tax in the foreseeable future unless there is a change in Connecticut tax law.

For the six month periods ended June 30, 2021 and 2020

Overview

Net income allocated to common shareholders was $8.8 million, or $3.12 basic earnings per common share, for the six month period ended June 30, 2021 (six month period 2021), compared with $4.7 million, or $1.68 basic earnings per common share, for the six month period ended June 30, 2020 (six month period 2020).

Net Interest Income

Tax equivalent net interest income for the six month period 2021 increased $1.5 million, or 8.1%, versus the six month period 2020. Average earning assets increased $194.8 million, or 17.3%, versus the six month period 2020. Average total interest bearing deposits increased $141.9 million, or 19.5%, versus the six month period 2020. The net interest margin of 3.06% decreased 27 basis points from 3.33% for the six month period 2020. Excluding PPP loans, the net interest margin for the six month period ended June 30, 2021 was approximately 2.94%. The significant decline in net interest margin for the six month period ended June 30, 2021 compared to the prior year period primarily reflected a $105.1 million increase in short term funds, due to higher average customer deposit balances, earning an average yield of 0.11%, a reduction of 0.23% in average loan yields, and an increase in subordinated debt interest expense.

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

Six months ended June 30,	Average Balance				Income / Expense				Average Yield / Rate
(dollars in thousands)		2021		2020		2021		2020		2021		2020
Loans (a)(d)	$	1,052,020	$	993,293	$	20,605	$	20,524		3.90	%	4.13	%
Securities (c)(d)		120,710		88,292		1,360		1,332		2.25		3.02
FHLBB stock		1,889		3,310		20		72		2.13		4.35
Short term funds (b)		141,278		36,161		76		70		0.11		0.39
Total earning assets		1,315,897		1,121,056		22,061		21,998		3.34		3.92
Other assets		70,848		62,365
Total assets	$	1,386,745	$	1,183,421
Interest-bearing demand deposits	$	223,049	$	163,707		223		222		0.20		0.27
Money market accounts		302,290		239,173		267		799		0.18		0.67
Savings and other		204,930		167,805		115		336		0.11		0.40
Certificates of deposit		138,402		156,078		516		1,140		0.75		1.46
Total interest-bearing deposits		868,671		726,763		1,121		2,497		0.26		0.69
Repurchase agreements		10,241		5,223		8		10		0.15		0.38
Finance lease		2,787		3,019		69		71		4.93		4.70
Note payable		196		235		6		7		6.14		5.96
Subordinated Debt (net of issuance costs)		20,529		9,864		534		312		5.20		6.33
FHLBB advances		11,197		46,247		65		359		1.17		1.55
Total interest-bearing liabilities		913,621		791,351		1,803		3,256		0.40		0.82
Demand deposits		338,486		269,031
Other liabilities		6,851		6,460
Shareholders' equity		127,787		116,579
Total liabilities & shareholders' equity	$	1,386,745	$	1,183,421
Net interest income (d)					$	20,258	$	18,742
Spread on interest-bearing funds										2.95		3.10
Net interest margin (e)										3.06		3.33

(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 cost.

(d)

Includes tax exempt income benefit of $343,000 and $337,000, respectively for 2021 and 2020 on tax-exempt securities and loans whose income and yields are calculated on a tax-equivalent basis. The income benefit reflected the U.S. federal statutory tax rate of 21.0% for 2021 and 2020.

(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)	2021 versus 2020
Change in interest due to		Volume			Rate			Net
Loans	$	2,447		$	(2,366	)	$	81
Securities		836			(808	)		28
FHLBB stock		6			(58	)		(52	)
Short term funds		251			(245	)		6
Interest-earning assets		3,540			(3,477	)		63
Deposits		2,062			(3,438	)		(1,376	)
Repurchase agreements		16			(18	)		(2	)
Finance lease		(9	)		7			(2	)
Note payable		(1	)		-			(1	)
Subordinated Debt		394			(172	)		222
FHLBB advances		(185	)		(109	)		(294	)
Interest-bearing liabilities		2,277			(3,730	)		(1,453	)
Net change in net interest income	$	1,263		$	253		$	1,516

Interest Income

Tax equivalent interest income of $22.0 million was essentially unchanged for the six month periods 2021 and 2020. Loan income, as compared to the six months of 2020, increased $81 thousand, or 0.4%, primarily due to a $58.7 million, or 5.9%, increase in average loans, which was partly offset by a 23 basis point decrease in the average yield. Tax equivalent securities income increased $28 thousand, or 2.1%, for the six month period 2021 as compared with the six month period 2020, primarily due to a $32.4 million increase in average volume, which was partly offset by a 77 basis point decrease in average yield. Income on short-term funds as compared to six month period 2020 increased $6 thousand, or 8.6%, primarily due to a 28 basis point decrease in the average short-term funds yields, partly offset by a $105.1 million, or 290.6%, increase in average short-term funds.

Interest Expense

Interest expense decreased $1.5 million, or 44.6%, to $1.8 million for the six month period 2021 compared with $3.3 million for the six month period 2020. Interest on deposit accounts decreased $1.4 million, or 55.1%, as a result of a decrease in average deposit rates of 43 basis points compared with the six month period 2020, which was partially offset by a $141.9 million increase in the average balance. Interest expense on FHLBB advances decreased $294 thousand, or 81.9%, as a result of an average balance decrease of $35.1 million compared with the six month period 2020 and a 38 basis point decrease in the average borrowings rate. Interest expense on subordinated debt increased $222 thousand as a result of an average balance increase of $10.7 million compared with the six month period 2020, partly offset by a 113 basis point reduction in average yield. The increase in the average subordinated debt balance and the reduction in average yield reflected the $25.0 million issuance by Salisbury in March 2021 at a coupon of 3.5%.

Provision and Allowance for Loan Losses

A net credit reserve release of $0.9 million was recorded for the six month period ended June 30, 2021 compared to a provision of $3.5 million for the six month period ended June 30, 2020. Net loan charge-offs were $129 thousand and $36 thousand for the respective periods. Management increased the allowance for loan losses in 2020 due to uncertainty surrounding COVID-19. In 2021, however, the business environment in Salisbury's market areas improved significantly due to the rollout out of vaccinations. COVID-19 restrictions have been lifted and the number of commercial loans, for which payments have been deferred, continues to decline. As a result of these improved conditions, management recorded a net reduction in credit reserves of $1.1 million. Management will continue to evaluate credit risk in the loan portfolio to ensure a commensurate level of loan loss reserves. A resurgence of the pandemic, which causes a deterioration in economic conditions and an increase in loan payment deferrals or delinquencies, may subsequently necessitate an increase in loan loss reserves.

Reserve coverage at June 30, 2021, as measured by the ratio of allowance for loan losses to gross loans, at 1.22%, compares with 1.18% a year ago at June 30, 2020. The increase in the coverage ratio primarily reflected higher reserves due to management's assessment of the impact of COVID-19 as well as loan growth. Excluding PPP loans, the reserve coverage ratio was 1.29% for both June 30, 2021 and June 30, 2020. During the first six months of 2020, non-performing loans (non-accrual loans and accruing loans past-due 90 days or more) decreased $0.1 million to $5.5 million. Non-performing loans represent 0.53% of gross loans receivable compared with 0.54% at December 31, 2020. During the six months ended June 30, 2021, accruing loans past due 30-89 days decreased $5.5 million to $1.4 million or 0.13% of gross loans receivable from 0.66% at December 31, 2020. 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)		2021			2020		2021 vs. 2020
Trust and wealth advisory	$	2,399		$	2,061	$	338		16.4	%
Service charges and fees		2,325			1,503		822		54.7
Mortgage banking activities, net		804			446		358		80.3
Losses (gains) on CRA mutual fund		(14	)		22		(36	)	(163.6	)
(Losses) gain on available-for-sale securities, net		(9	)		182		(191	)	(104.9	)
BOLI income and gains		251			266		(15	)	(5.6	)
Other		57			80		(23	)	(28.8	)
Total non-interest income	$	5,813		$	4,560	$	1,253		27.5	%

Non-interest income for the six month period ended June 30, 2021 increased $1.3 million versus the same period in 2020. Trust and wealth advisory revenues increased $338 thousand mainly due to higher asset-based fees. Service charges and fees increased $822 thousand during the six month period ended June 30, 2021. The increase primarily reflected loan prepayment fees recorded in second quarter 2021 as well as higher interchange and deposit fees. In second quarter 2020, Salisbury waived approximately $269 thousand in various deposit fees, including overdraft and ATM fees due to COVID-19. Income from sales of mortgage loans increased $358 thousand substantially due to higher gains on sales of fixed rate residential mortgage loans to FHLB Boston. Mortgage loan sales totaled $28.5 million for the six month period ended June 30, 2021 compared with $18.1 million for the six month period ended June 30, 2020. The six month periods ended June 30, 2021 and 2020 included mortgage servicing amortization of $131 thousand and $28 thousand, respectively.

Non-interest expense

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

Six months ended June 30, (dollars in thousands)		2021		2020		2021 vs. 2020
Salaries	$	6,304	$	5,261	$	1,043		19.8	%
Employee benefits		2,668		2,183		485		22.2
Premises and equipment		1,973		1,891		82		4.3
Data processing		1,193		1,098		95		8.7
Professional fees		1,355		1,385		(30	)	(2.2	)
Collections, OREO, and loan related		197		104		93		89.4
FDIC insurance		225		208		17		8.2
Marketing and community support		296		293		3		1.0
Amortization of core deposit intangible assets		136		170		(34	)	(20.2	)
Other		1,000		1,133		(133	)	(11.7	)
Non-interest expense	$	15,347	$	13,726	$	1,621		11.8	%

Non-interest expense for the six month period ended June 30, 2021 increased $1.6 million versus the same period in 2020. Salaries increased $1.0 million due to higher base salaries, incentive and production accruals as a result of higher loan originations. Benefits increased $485 thousand primarily due to higher medical insurance costs, 401K employer match, payroll taxes and BOLI related expenses. Premises and equipment increased $82 thousand primarily due to higher building depreciation, software maintenance and utilities partially offset by decreased machine maintenance expense. Data processing increased $95 thousand mainly due to higher ATM fees, data processing costs and Trust and Wealth data processing expense. Professional fees decreased $30 thousand versus the six month period 2020 primarily due to lower consulting expense partially offset by higher investment management expenses. Collections, OREO and loan related expense increased $93 thousand primarily on higher appraisal and litigation costs and higher mortgage taxes. Marketing and community support increased $3 thousand primarily due to timing of marketing expense and contributions. Other expenses decreased $133 thousand primarily due to higher litigation related accruals during the six month period ended June 30, 2020.

Income taxes

The effective income tax rates for the six month periods ended June 30, 2021 and June 30, 2020 were 21.4% and 16.5%, respectively. Generally, fluctuations in the effective tax rate result from changes in the mix of taxable and tax exempt income. The higher tax rate in the six month period ended 2021 primarily reflected a lower mix of tax-exempt income from municipal bonds, tax advantaged loans and bank-owned life insurance on a comparatively higher level of pre-tax income. Additionally, Salisbury's effective tax rate is generally less than the federal statutory rate due to holdings of tax-exempt municipal bonds and loans as well as bank owned life insurance.

Salisbury did not incur Connecticut income tax in 2021 (to date) or 2020, other than minimum state income tax, as a result of a Connecticut law that permits banks to shelter certain mortgage income from the Connecticut corporation business tax through the use of a special purpose entity called a Passive Investment Company or PIC. In 2004, Salisbury availed itself of this benefit by forming a PIC, SBT Mortgage Service Corporation. Salisbury's income tax provision reflects the full impact of the Connecticut legislation. Salisbury does not expect to pay other than minimum Connecticut state income tax in the foreseeable future unless there is a change in Connecticut tax law.

CAPITAL RESOURCES

Shareholders' Equity

Shareholders' equity was ~~$127.2~~$131.7 million at ~~March 31,~~June 30, 2021, up ~~$2.5~~$7.0 million from December 31, 2020. Book value and tangible book value per common share were ~~$44.72~~$46.02 and ~~$39.65,~~$41.1, respectively at June 30, 2021, compared with $43.88 and $38.78, respectively, at December 31, 2020. Contributing to the increase in shareholders' equity for year-to-date 2021 was net income of ~~$4.5~~$8.9 million, and ~~restricted~~issued stock ~~activity~~and stock based compensation totaling of ~~$0.2~~$0.5 million ~~which were partly~~partially offset by common stock dividends ~~paid~~ of ~~$0.8~~$1.7 million and unrealized losses ~~in the~~on securities available-for-sale, ~~securities portfolio~~net of ~~$1.4~~tax of $0.7 million.

Capital Requirements

Under current regulatory definitions, the Bank meets all capital adequacy requirements to which it is subject and the Bank is considered to be well-capitalized. As a result, the Bank pays lower federal deposit insurance premiums than those banks that are not "well-capitalized." Requirements for classification as a well-capitalized institution and for minimum capital adequacy along with the Bank's regulatory capital ratios are as follows:

	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Total Capital (to risk-weighted assets)		14.58	%		13.57	%		14.67	%		13.57	%
Tier 1 Capital (to risk-weighted assets)		13.33			12.31			13.42			12.31
Common Equity Tier 1 Capital (to risk-weighted assets)		13.33			12.31			13.42			12.31
Tier 1 Capital (to average assets)		9.83			8.90			9.33			8.90

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

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

As of December 31, 2020, the Company and the Bank met each of their capital requirements and the most recent notification from the FDIC categorized the Bank as "well-capitalized." There are no conditions or events since that notification that management believes have changed the Bank's category.

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

On April 6, 2020, the regulators announced that the CBLR will be modified so that: (1) beginning in the second quarter 2020 and until the end of the year, a banking organization that has a leverage ratio of 8% or greater and meets certain other criteria may elect to use the CBLR framework; and (2) community banks will have until January 1, 2022 before the CBLR requirement is re-established at greater than 9%. Under the interim final rules, the CBLR will be 8% beginning in the second quarter 2020 and for the remainder of the calendar year, 8.5% for calendar year 2021 and 9% thereafter. The Bank is currently evaluating the benefits of transitioning to this simplified methodology for assessing capital adequacy.

Share Repurchases

On March 24, 2021 Salisbury announced that its Board of Directors has adopted a share repurchase program. The share repurchase program provides for the potential repurchase of Salisbury's common stock in amounts up to an aggregate of five percent (5%) of the outstanding shares of Salisbury's common stock from time to time over the next twelve (12) months through privately negotiated transactions and/or market purchases at appropriate prices, subject to price and market conditions on terms determined to be in the best interests of Salisbury. However, there is no assurance that Salisbury will complete repurchases of 5% of its outstanding shares ~~over~~within the ~~next twelve (12) months.~~allowable period. During the second quarter 2021, Salisbury did not repurchase any its outstanding common stock pursuant to this program.

Subordinated Debt

On March 31, 2021 Salisbury completed a private placement of $25.0 million in aggregate principal amount of Fixed to Floating Rate Subordinated Notes due 2031 (the "Notes") to various accredited investors. The Notes have a maturity date of March 31, 2031 and bear interest at an annual rate of 3.50% per annum, from and including the closing date to, but excluding March 31, 2026 or the earlier redemption date, payable quarterly in arrears. From and including March 31, 2026 to, but excluding the maturity date or earlier redemption date, the rate will be a floating per annum rate expected to be equal to the then current three-month SOFR plus 280 basis points, provided, however, that in the event three-month SOFR is less than zero, three-month term SOFR shall be deemed to be zero, payable quarterly in arrears. ~~Interest on~~On May 28, 2021, Salisbury redeemed in full the ~~Subordinated Notes will be payable on March 31, June 30, September 30 and December 31~~$10 million of each year to, but excluding, March 31, 2026 or the earlier redemption date, at the rate of 3.50%, and quarterly thereafter on March 31, June 30, September 30 and December 31 of each year to, but excluding, the maturity date or earlier redemption date at the floating rate. The first interest payment will be made on June 30, 2021.The notes may be redeemed by Salisbury, without penalty, on or after March 31, 2026 and,subordinated debt issued in ~~certain limited circumstances, prior to that date.~~2015.

Dividends

~~During~~Salisbury paid $1.7 million in common stock dividends during the ~~three~~six month period ended ~~March 31, 2021, Salisbury paid $825 thousand in dividends on common stock.~~June 30, 2021.

On ~~April~~July 21, 2021, the Board of Directors of Salisbury ~~declared~~approved a $0.01 increase in the quarterly dividend. The quarterly cash dividend of ~~$0.30~~$0.31 per common share is payable on ~~May 28,~~August 27, 2021 to shareholders of record ~~on May 14,~~as of August 13, 2021.

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

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

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

IMPACT OF INFLATION AND CHANGING PRICES

Salisbury's consolidated financial statements and related notes thereto presented elsewhere in this Form 10-Q are prepared in conformity with GAAP, which require the measurement of financial condition and operating results in terms of historical dollars without considering changes in the relative purchasing power of money, over time, due to inflation. Unlike some other types of companies, the financial nature of Salisbury's consolidated financial statements is more clearly affected by changes in interest rates than by inflation. Interest rates do not necessarily fluctuate in the same direction or in the same magnitude as the prices of goods and services. However, inflation does affect Salisbury to some extent because, as prices increase, the money supply grows and interest rates are affected by inflationary expectations. There is no precise method, however, to measure the effects of inflation on Salisbury's consolidated financial statements. Accordingly, any examination or analysis of the financial statements should take into consideration the possible effects of inflation. Although not a material factor in recent years, inflation could impact earnings in future periods.

FORWARD-LOOKING STATEMENTS

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

(a)

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

(b)

expectations for revenues and earnings for Salisbury and the Bank.

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

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

(a)

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

(b)

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

(c)

increased competition from other financial and non-financial institutions;

(d)

the impact of technological advances and cybersecurity matters;

(e)

interest rate fluctuations;

(f)

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

(g)

government and regulatory responses to the COVID-19 pandemic; and

~~(f)~~(h)

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

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

4042

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

The ALCO manages interest rate risk using income simulation to measure interest rate risk inherent in Salisbury's financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 24-month horizon. In management's March 31, 2021 analysis, the simulations incorporate static growth assumptions over the simulation horizons for regulatory compliance and interest rate risk measurement purposes. In the dynamic growth scenarios, allowances are made for loan, deposit and security product mix shifts in selected interest rate scenarios, such as movements between lower rate savings and money market deposit accounts and higher rate time deposits, and changes in the reinvestment of loan and securities cash flows. Additionally, the simulations take into account the specific re-pricing, maturity and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios.

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

ALCO uses four interest rate scenarios to evaluate interest risk exposure and may vary these interest rate scenarios to show the effect of steepening or flattening changes in yield curves as well as parallel changes in interest rates. At ~~March 31,~~June 30, 2021, ALCO used the following interest rate scenarios: (1) unchanged interest rates; (2) immediately rising interest rates - immediate parallel upward shift in market interest rates of 300 basis points across the yield curve; (3) immediately falling interest rates - immediate parallel downward shift in market interest rates of 100 basis points across the yield curve; and (4) gradual and non-parallel changes in interest rates - the yield curve is assumed to rise ~~continues~~ throughout 2021 and 2022 with the treasury yield curve ultimately ending up higher as of ~~March 31,~~June 30, 2023. The two year, five year and 10 year treasury as of ~~March 31,~~June 30, 2023 are ultimately ~~1.99%~~1.64%, 1.70% and 1.51% higher than actual rates as of ~~March 31,~~June 30, 2021 ~~but the~~with two Fed Funds rate ~~does not increase over this horizon.~~increases assumed in the first six months of 2023. The yield curve is positively sloping ~~as treasury yields are projected to increase but~~over the ~~fed funds rate is not projected to increase.~~time period. Simulations do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

As of ~~March 31,~~June 30, 2021, net interest income simulations indicated that Salisbury's exposure to changing interest rates over the simulation horizons remained within its tolerance levels.

The following table sets forth the estimated change in net interest income from an unchanged interest rate scenario over the periods indicated for changes in market interest rates using Salisbury's financial instruments as of ~~March 31,~~June 30, 2021.

As of March 31, 2021	Months 1-12			Months 13-24
As of June 30, 2021							Months 1-12			Months 13-24
Immediately rising interest rates + 300bp (static growth assumptions)		(0.6	)%		12.9	%		5.10	%		14.70	%
Immediately falling interest rates - 100bp (static growth assumptions)		(3.7	)		(9.3	)		(4.70	)		(9.30	)
Immediately rising interest rates + 400bp (static growth assumptions)		(0.8	)		16.6
Immediately rising increase rates + 400bp (static growth assumptions)								4.40			16.50

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

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

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

4143

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

As of March 31, 2021 (in thousands)		Rates up 100bp			Rates up 200bp
As of June 30, 2021 (in thousands)								Rates up 100bp			Rates up 200bp
U.S. Government Agency notes	$	(76	)	$	(151	)	$	(1,179	)	$	(2,284	)
Municipal bonds		(2,789	)		(5,785	)		(1,216	)		(2,501	)
Mortgage backed securities:
U.S. Government agencies and U.S. Government-sponsored enterprises		(1,398	)		(2,822	)		(2,261	)		(4,686	)
Collateralized mortgage obligations:
U.S. Government agencies		(312	)		(768	)		(440	)		(1,103	)
Corporate bonds		(198	)		(388	)		(270	)		(510	)
Total available-for-sale debt securities	$	(4,773	)	$	(9,914	)	$	(5,366	)	$	(11,084	)

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, 2021. 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, 2021.

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

Changes in Internal Controls

In addition, based on an evaluation of its internal controls over financial reporting, no change in Salisbury's internal control over financial reporting occurred during the quarter ended ~~March 31,~~June 30, 2021 that has materially affected, or is reasonably likely to materially affect, Salisbury's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

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

Item 1A.

RISK FACTORS

There were no material changes to the risk factors previously disclosed in Salisbury's Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None

Item 4.

MINE SAFETY DISCLOSURES

Not Applicable

Item 5.

OTHER INFORMATION

None

4344

Item 6.

EXHIBITS

Exhibit No.	Description
3.1	Certificate of Incorporation of Salisbury Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of ~~Registrant's~~Registrant’s 1998 Registration Statement on Form S-4 filed April 23, 1998, File No.: 33-50857).
3.1.1	Amendment to Article Third of Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of ~~Registrant's~~Registrant’s Form 8-K filed March 11, 2009).
3.1.2	Certificate of Amendment to Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of ~~Registrant's~~Registrant’s Form 8-K filed March 19, 2009).
3.1.3	Certificate of Amendment to Certificate of Incorporation for the Series B Preferred Stock (incorporated by reference to ~~Registrant's~~Registrant’s Form 8-K filed on August 25, 2011).
3.1.4	Certificate of Amendment to Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 of ~~Registrant's~~Registrant’s Form 8-K filed October 30, 2014).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of Form 8-K filed November 25, 2014).
4.1	Form of Subordinated Note, dated as of December 10, 2015, issued by Salisbury Bancorp, Inc. (incorporated by reference to Exhibit 4.1of ~~Registrant's~~Registrant’s Form 8-K filed December 10, 2015).
4.2	Form of Subordinated Note, dated as of March 31, 2021, issued by Salisbury Bancorp, Inc. (incorporated by reference to Exhibit 4.1 of ~~Registrant's~~Registrant’s Form 8-K filed March 31, 2021).
~~10.1~~31.1	~~Amendment One (the "Amendment") to the Salisbury Bancorp, Inc. 2017 Long Term Incentive Plan, effective as of March 9, 2020 (incorporated by reference to Exhibit 10.16 of Form 10-K filed on March 13, 2020).~~
~~31.1~~	Chief Executive Officer Certification Pursuant to 17 CFR 240.13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer Certification Pursuant to 17 CF 240.13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

4445

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 7,~~August 6, 2021	By:	/s/ Richard J. Cantele, Jr.
		Richard J. Cantele, Jr.,
		President and Chief Executive Officer

~~May 7,~~August 6, 2021	By:	/s/ Peter Albero
		Peter Albero,
		Executive Vice President and Chief Financial Officer

(in thousands)		Amortized cost basis (1)		Gross un-realized gains		Gross un-realized losses		Fair value
March 31, 2021
Available-for-sale
U.S. Government Agency notes	$	19,095	$	133	$	86	$	19,142
Municipal bonds		27,500		1,293		74		28,719
Mortgage-backed securities:
U.S. Government agencies and U.S. Government - sponsored enterprises		55,435		786		499		55,722
Collateralized mortgage obligations:
U.S. Government agencies		14,590		321		62		14,849
Corporate bonds		8,750		161		-		8,911
Total securities available-for-sale	$	125,370	$	2,694	$	721	$	127,343
CRA mutual fund							$	904
Non-marketable securities
Federal Home Loan Bank of Boston stock	$	1,713	$	-	$	-	$	1,713

March 31, 2021 (in thousands)	Maturity	Amortized cost			Fair value	Yield⁽¹⁾
U.S. Government Agency notes	After 1 year but within 5 years	$	4,497	$	4,512	2.32	%
	After 5 year but within 10 years		2,995		2,964	1.35
	Total		7,492		7,476	1.93
Municipal bonds	After 5 year but within 10 years		3,038		3,188	2.71
	After 10 years		24,462		25,531	2.94
	Total		27,500		28,719	2.92
Mortgage-backed securities, Collateralized mortgage obligations,
U.S. Government agencies and sponsored enterprises	Not a single maturity		81,628		82,237	1.94
Corporate bonds	After 5 years but within 10 years		8,750		8,911	5.22
Securities available-for-sale		$	125,370	$	127,343	2.39	%


	Three months ended March 31, 2021												Three months ended March 31, 2020
(in thousands)	Beginning balance		Provision			Charge- offs			Reco- veries		Ending balance		Beginning balance		Provision			Charge- offs			Reco- veries		Ending balance
Residential 1-4 family	$	2,646	$	(208	)	$	(9	)	$	1	$	2,430	$	2,393	$	306		$	-		$	7	$	2,706
Residential 5+ multifamily		686		(64	)		-			-		622		446		62			-			-		508
Construction of residential 1-4 family		65		12			-			-		77		75		12			-			-		87
Home equity lines of credit		252		(57	)		-			-		195		197		81			-			-		278
Residential real estate		3,649		(317	)		(9	)		1		3,324		3,111		461			-			7		3,579
Commercial		6,546		530			(6	)		10		7,080		3,742		758			-			19		4,519
Construction of commercial		596		(12	)		-			-		584		104		22			-			-		126
Commercial real estate		7,142		518			(6	)		10		7,664		3,846		780			-			19		4,645
Farm land		59		(9	)		-			-		50		47		5			-			-		52
Vacant land		180		(71	)		-			-		109		71		73			-			-		144
Real estate secured		11,030		121			(15	)		11		11,147		7,075		1,319			-			26		8,420
Commercial and industrial		1,397		(28	)		-			-		1,369		1,145		(74	)		-			-		1,071
Municipal		43		-			-			-		43		46		7			-			-		53
Consumer		77		(3	)		(24	)		2		52		60		51			(12	)		3		102
Unallocated		1,207		68			-			-		1,275		569		403			-			-		972
Totals	$	13,754	$	158		$	(39	)	$	13	$	13,886	$	8,895	$	1,706		$	(12	)	$	29	$	10,618