SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-14854 Salisbury Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Connecticut 06-1514263 - -------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) 5 Bissell Street Lakeville Connecticut 06039 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code (860) 435-9801 -------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of April 30, 2000. 1,493,445 ---------- SALISBURY BANCORP, INC. TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Page Item 1. Financial Statements: Consolidated Balance Sheets --March 31, 2000 and December 31, 1999 4 (unaudited) Consolidated Statements of Income --three months ended March 31, 2000 and 1999 5 (unaudited) Consolidated Statements of Cash Flows --three months ended March 31, 2000 and 1999 6 (unaudited) Notes to Consolidated Financial Statements 8 Item 2. Management"s Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 15 Part II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 2. Changes in Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 2 3 Part I--FINANCIAL INFORMATION Item 1. Financial Statements 4 SALISBURY BANCORP, INC. CONSOLIDATED BALANCE SHEETS (amounts in thousands, except per share data) (unaudited) MARCH 31 DECEMBER 31 2000 1999 ---- ---- ASSETS Cash & due from banks: Non-Interest Bearing $ 6,418 $ 6,478 Interest Bearing 272 268 Federal funds sold 2,855 0 Money Market Mutual Funds 512 970 --------- --------- Cash and cash equivalents 10,057 7,716 Investment Securities: Held to maturity securities at amortized cost 486 489 Available-for-sale securities at market value 82,224 75,153 Federal Home Loan Bank stock, at cost 2,930 2,102 Loans: Commercial, financial and agricultural 8,621 9,025 Real estate-construction and land development 2,844 3,382 Real estate-residential 86,270 86,680 Real estate-commercial 15,381 15,324 Consumer 10,106 10,698 Other 756 364 Allowance for loan losses (1,147) (1,160) Unearned income 0 0 --------- --------- Net loans 122,831 124,313 Bank premises & equipment 2,197 2,249 Other real estate owned 75 75 Accrued interest receivable 1,508 1,576 Other assets 1,697 1,712 --------- --------- Total Assets $ 224,005 $ 215,385 ========= ========= LIABILITIES Deposits: Demand $ 28,754 $ 28,318 Savings & NOW 30,537 32,735 Money Market 39,675 36,954 Time 54,861 56,351 --------- --------- Total Deposits 153,827 154,358 Federal Home Loan Bank advances 48,381 39,712 Other liabilities 1,580 1,420 --------- --------- Total Liabilities 203,788 195,490 --------- --------- Shareholders" equity: Common stock, par value $.10 per share; Authorized 3,000,000 shares Issued and outstanding shares: 1,495,570 at March 31, 2000 150 150 and 1,504,171 at December 31, 1999 Additional paid-in capital 3,634 3,781 Retained earnings 18,317 17,799 Accumulated other comprehensive income(loss) (1,884) (1,835) --------- --------- Total Shareholders" Equity 20,217 19,895 --------- --------- Total Liabilities and Shareholders" Equity $ 224,005 $ 215,385 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. 5 6 SALISBURY BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share data) March 31, 2000 and 1999 (unaudited) Three Months Ended March 31 -------- 2000 1999 ---- ---- Interest and dividend income: Interest and fees on loans $2,442 $2,337 Interest and dividends on securities: Taxable 1,238 940 Tax-exempt 163 125 Dividends on equity securities 36 22 Other interest 101 63 ------ ------ Total interest and dividend income 3,980 3,487 ------ ------ Interest expense: Interest on deposits 1,223 1,194 Interest on Federal Home Loan Bank advances 716 438 ------ ------ Total interest expense 1,939 1,632 ------ ------ Net interest and dividend income 2,041 1,855 Provision for loan losses 30 30 ------ ------ Net interest and dividend income after provision for loan losses 2,011 1,825 ------ ------ Other income: Trust department income 243 300 Service charges on deposit accounts 83 79 Other income 114 98 ------ ------ Total other income 440 477 ------ ------ Other expense: Salaries and employee benefits 788 677 Occupancy expense 63 71 Equipment expense 109 118 Data processing 47 76 Legal 8 36 Other expense 318 337 ------ ------ Total other expense 1,333 1,315 ------ ------ Income before income taxes 1,118 987 Income taxes 405 350 ------ ------ Net income $ 713 $ 637 ====== ====== Earnings per common share outstanding $ .48 $ .42 ====== ====== Earnings per common share outstanding, assuming dilution $ .48 $ .42 ====== ====== The accompanying notes are an integral part of these consolidated financial statements. 7 SALISBURY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Three months ended March 31, 2000 and 1999 (unaudited) 2000 1999 ---- ---- Cash flows from operating activities: Net income $ 713 $ 637 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 30 30 Depreciation and amortization 68 38 (Accretion) amortization of securities, net (61) (37) Deferred tax expense (benefit) 74 0 Increase (decrease)in interest receivable 68 83 Increase in interest payable 59 108 (Increase) decrease in prepaid expenses (31) (12) Increase in accrued expenses 96 93 (Increase) decrease in other assets (3) 161 Increase (decrease)in other liabilities (6) 53 Increase (decrease) in taxes payable 328 0 --------- --------- Net cash provided by operating activities 1,335 1,154 -------- -------- Cash flows from investing activities: Purchase of Federal Home Loan Bank stock (828) 0 Purchase of available-for-sale securities (20,433) (8,336) Proceeds from sales of available-for-sale securities 850 4,795 Proceeds from maturities of available-for-sale securities 12,500 15,348 Proceeds from held-to-maturity securities 3 2 Net (increase) decrease in loans 1,441 (1,406) Capital expenditures (17) (26) Recoveries of loans previously charged-off 10 5 Net cash (used in) provided by investing activities (6,474) 10,382 --------- --------- The accompanying notes are an integral part of these consolidated financial statements. 8 SALISBURY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Three months ended March 31, 2000 and 1999 (unaudited) (continued) 2000 1999 ---- ---- Cash flows from financing activities: Net increase (decrease) in demand deposits, NOW and savings accounts 959 (349) Net increase (decrease) in time deposits (1,490) (348) Advances from Federal Home Loan Bank 19,000 0 Principal payments on advances from Federal Home Loan Bank (10,331) (10,379) Dividends paid (511) (420) Net repurchase of common stock (147) (996) -------- -------- Net cash provided by (used in) financing activities 7,480 (12,492) -------- -------- Net increase (decrease) in cash and cash equivalents 2,341 (956) Cash and cash equivalents at beginning of period 7,716 12,134 -------- Cash and cash equivalents at end of period $ 10,057 $ 11,178 ======== ======== Supplemental disclosures: Interest paid $ 1,998 $ 1,524 Income taxes paid 11 190 The accompanying notes are an integral part of these consolidated financial statements. 9 10 SALISBURY BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying condensed interim financial statements are unaudited and include the accounts of Salisbury Bancorp, Inc. ("the Company"), those of Salisbury Bank and Trust Company (the "Bank"), its wholly-owned subsidiary and the Bank"s subsidiary, S.B.T. Realty, Inc. The consolidated financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to SEC Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principals for complete financial statements. All significant intercompany accounts and transactions have been eliminated in the consolidation. These financial statements reflect, in the opinion of Management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the Company"s financial position and the results of its operations and its cash flows for the periods presented. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company"s 1999 Annual Report on Form 10-K. NOTE 2 -COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted the provision of Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes standards for disclosure of comprehensive income, which includes net income and any changes in equity from non-owner sources that are not recorded in the income statement (such as changes in the net unrealized gains (losses) on securities). The purpose of reporting comprehensive income is to report a measure of all changes in equity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. The Company"s one source of other comprehensive income is the net unrealized loss (gain) on securities. Comprehensive Income Three months ended March 31, 2000 1999 ---- ---- Net income $713 $637 Net unrealized (losses) gains on securities during period ( 49) (322) ------ ----- Comprehensive income $664 $315 ==== ==== 11 NOTE 3 - COMPUTATION OF EARNINGS PER SHARE The Company has computed and presented earnings per share ("EPS") in accordance with Statement of Financial Accounting Standards No. 128. Reconciliation of the numerators and the denominators of the basic and diluted per share computation for net income are as follows: (Dollars in thousands, except per share data) (unaudited) Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------ ------ Three months ended March 31, 2000 Basic EPS Net income and income available to common stockholders $ 713 1,501 $ .48 Effect of dilutive securities, options 0 ----- ------ Diluted EPS Income available to common stockholders and assumed conversions $ 713 1,501 $ .48 ===== ===== ========= Three months ended March 31, 1999 Basic EPS Net income and income available to common stockholders $ 637 1,510 $ .42 Effect of dilutive securities, options 16 ----- ------ Diluted EPS Income available to common stockholders and assumed conversions $ 637 1,526 $ .42 ===== ===== ========= 12 Part I - FINANCIAL INFORMATION Item 2. Management"s Discussion and Analysis of Financial Condition and Results of Operations 13 Overview: Salisbury Bancorp, Inc. (the "Company"), a Connecticut corporation, is the holding company for Salisbury Bank and Trust Company, (the "Bank") which is headquartered in Lakeville, Connecticut. The Company's sole subsidiary is the Bank, which has a full service Trust Department and offers commercial banking products and services through three full service offices in the towns of Lakeville, Salisbury and Sharon, Connecticut. The following is Management's discussion of the financial condition and results of operations on a consolidated basis of Salisbury Bancorp, Inc. which includes the accounts of Salisbury Bank and Trust Company. Management's discussion should be read in conjunction with Salisbury Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. During the first quarter of 2000, the Company reported net income of $713,000 or $.48 per diluted share. This represents an increase of 11.93% when comparing first quarter 1999 earnings of $637,000 or $.42 per diluted share. The increase in earnings is the result of growth in interest income. Earning assets increased as total assets increased 9.22% to $224,005,000 at March 31, 2000 compared to $ 205,091,000 at March 31, 1999. Of this $18,914,000 growth, $8,620,000 occurred during the first calendar quarter of 2000. However, the growth reflects the increased utilization of borrowings from the Federal Home Loan Bank and corresponding growth of the securities investment portfolio. During the first quarter of 2000, both the volume of net loans and deposits decreased slightly. Despite the slight contraction of the loan portfolio and deposits, Management is generally pleased with the continuing progress made by the Company during the first quarter of 2000 as improvements in earnings and asset quality have resulted in an increase in both earnings per share and dividends per share. Continued prudent management is essential to maintaining the quality and sustainability of the Company's earnings. In order to provide a strong foundation for building shareholder value and serving our customers, the Company remains committed to investing in the technological and human resources necessary to developing new personalized financial products and services to meet the needs of its customers. The Company's risk-based ratios, which include the risk-weighted assets and capital of Salisbury Bank and Trust Company were 20.58% for Tier 1 capital and 21.71% for Total capital at March 31, 2000. The Leverage ratio was 9.61%. These ratios substantially exceeded the regulatory minimums for "well capitalized" bank holding companies As a result of the Company's financial performance, the Board of Directors declared a quarterly cash dividend of $.13 per common share. This compares to a $.12 per share cash dividend from a year ago, an increase of 8.33%. THREE MONTHS ENDED MARCH 31,2000 AS COMPARED TO THREE MONTHS ENDED MARCH 31, 1999 Results of Operations Net Interest Income The Company's earnings are primarily dependent upon net interest income and noninterest income from its community banking operations with net interest income being the largest component of the Company's revenue. Net interest and dividend income is the difference between interest and dividends earned on the loan and investment portfolio and interest paid on deposits and advances from the Federal Home Loan Bank. Noninterest income is primarily derived from the Trust Department and from service charges and other fees related to deposit and loan accounts. For the following discussion, interest income is presented on a fully taxable-equivalent ("FTE") basis. FTE interest income restates reported interest income on tax exempt loans and securities as if such interest were taxed at the Company's federal income tax rate of 34% for all periods presented. 14 (amounts in thousands) Three months ended March 31 2000 1999 --------------------------- Interest Income $ 3,980 $ 3,487 (financial statements) Tax Equivalent Adjustment 84 64 Total interest income (on an FTE basis) 4,064 3,551 Interest Expense (1,939) (1,632) ------- ------- Net Interest Income-FTE $ 2,125 $ 1,919 ======= ======= Competition in the Company's market area continues to be aggressive, especially in the area of home financing demands. However, the residential loan portfolio increased $6,089,000 or 7.59% when comparing March 31,2000 to March 31,1999. This increase coupled with a rising rate environment has resulted in an increase in interest and fees on loans of $105,000 or 4.49%. Interest and fees on loans for the three months ended March 31, 2000 amounted to $2,442,000 as compared with $2,337,000 for the comparable period in 1999. However, primarily as a result of the increases in interest rates, the size of the Bank's loan portfolio decreased slightly during the first calendar quarter of 2000; from $124,313,000 at December 31, 1999 to $122,831,000 at March 31, 2000. The primary increase in interest income is a reflection of the increase in the securities portfolio from December 31,1999 to March 31, 2000 of $7,896,000 or 10.16%. Interest and dividends on securities amounted to $1,622,000 for the three month period ended March 31, 2000 as compared with $1,214,000 for the same period in 1999. This increase of $408,000 or 33.61% is primarily the result of the increase in the size of the securities portfolio. During the first quarter of 2000, interest expense on deposits amounted to $1,223,000 as compared with $1,194,000 for the same period in 1999. This increase of 2.43% or $29,000 represented a small component of the increase in total interest expense. Interest on Federal Home Loan Bank advances represented the most significant increase in such expenses in comparing the results of the first calendar quarters of 2000 and 1999. Interest on Federal Home Loan Bank advances increased $278,000 or 63.47% for the first quarter of 2000, reflecting the Bank's increased utilization of advances from the Federal Home Loan Bank as a component of its funding strategy. Such advances increased from $30,741,000 at March 31, 1999 to $39,712,000 at December 31, 1999, to $48,381,000 at March 31, 2000. Total interest expense increased 18.81% and amounted to $1,939,000 for the first quarter of 2000 as compared with $1,632,000 for the first calendar quarter 1999. As a result, net interest and dividend income amounted to $2,125,000 for the three months ended March 31, 2000 as compared with $1,919,000 for the same period in 1999. This increase of $206,000 represents a 10.73% increase of net interest income on a fully taxable equivalent basis. Noninterest Income Noninterest income totaled $440,000 for the quarter ended March 31, 2000. This compares to $477,000 for the comparable quarter in 1999. A decrease in Trust Department income of $57,000 accounts for most of the decrease. The department continues to grow; however the timing of estate settlement fees taken into income is somewhat difficult to predict. There were more in the first quarter of 1999 than in the first quarter of 2000. Service charges and other income have increased to $197,000 which represents an increase of 11.30%. This is primarily the result of an increase of transactions from deposit accounts. 15 Noninterest Expense Noninterest expense amounted to $1,333,000 for the first quarter of 2000. This is an $18,000 increase or 1.37% over the $1,315,000 reported for the same period of 1999. Salaries and employee benefits increased $111,000 or 16.40%. This is primarily due to salary increases and increased cost in employee benefits. Occupancy expense decreased $8,000 to $63,000 during the first quarter of 2000 compared to the corresponding period in 1999. This reduction is a reflection of a mild winter compared to the previous year. Equipment expense decreased $9,000 to $109,000. Preparations for Y2K during 1999 included some upgrading and preventative attention to equipment that would have been part of the Company's first quarter maintenance program. On a combined basis, the aggregate of data processing, legal, and all other expenses decreased 16.93% to $373,000 for the first quarter of 2000 compared to $449,000 for the first quarter of 1999. This is a reflection of management's continuing efforts to control operating expenses. Income Taxes The first quarter 2000 income tax provision was $405,000 compared to $ 350,000 for the same quarter of 1999. This increase reflects an increase in taxable income. Financial Condition Total assets at March 31, 2000 were $224,005,000, an increase of $8,620,000 from $215,385,000 at December 31, 1999. This is the result of an increase in investments that was funded by an increase in Federal Home Loan Bank advances during the first quarter of the year. When comparing total assets at March 31, 2000 to total assets at March 31, 1999, there is an increase of $ 18,914,000. This growth was funded by both an increase in deposits as well as an increase in advances from the Federal Home Loan Bank. This growth in assets has enhanced the earnings opportunities for the Company. Loans Competition for loans, especially residential mortgage loans, remains very aggressive in the market area of the Company. Loan demand during the first quarter of 2000 was not strong and as a result, total loans outstanding decreased $1,495,000 or 1.19% since December 31,1999. Recently the Company expanded its menu of mortgage products as efforts continue to develop new lending business. Provisions and Allowance for Loan Losses The Company's allowance for loan losses represents amounts available to absorb potential losses in the existing portfolio. Management continually assesses the adequacy of the allowance in response to current and anticipated economic conditions, specific problem loans, historical net charge offs and the overall risk profile of the loan portfolio. A $30,000 provision to the allowance for possible loan losses was made during the first quarter of 2000, the same as the first quarter of 1999. Nonaccrual loans were $316,000 at March 31,2000 compared to $473,000 at December 31,1999 a decrease of 49.50% Approximately 58% of nonaccrual loans are secured by 1-4 family residential properties. Loans 90 days past due and still accruing have increased to $116,000 at the end of the first quarter compared to $ 10,000 at year end 1999. Management believes this to be an isolated situation and does not represent any trend towards increased delinquency of loans. Restructured loans remained unchanged at $12,000. A total of $53,000 in loans was charged off by the Company during the first quarter of 2000 as compared to $37,000 charged off during the corresponding period in 1999. These charge-offs consisted primarily of loans to consumers. A total of $10,000 of previously charged off loans was recovered during the quarter ended March 31, 2000 compared to $5000 in 1999. 16 At March 31, 2000, the allowance for loan losses was $1,147,000 representing .90% of gross loans as compared to $1,160,000 or .90% of gross loans at December 31,1999. Determining the proper level of allowance requires management to make estimates using assumptions and information which is often subjective and changing. In management's judgement, the allowance for loan losses is adequate. Securities As of March 31, 2000, the securities portfolio totaled $85,640,000. This represents an increase of $7,896,000 or 10.16% from December 31, 1999 when the portfolio totaled $77,744,000. Presently, $486,000 of the portfolio is classified as held-to- maturity with the balance of the securities portfolio being classified as available-for-sale. The net unrealized loss on securities available-for-sale, net of tax effect totaled $(1,884,000) at March 31,2000 compared to $(1,835,000) at December 31,1999. This decrease is attributable to continuing movement in interest rates and activity in the securities markets. Deposits Total deposits, which constitute the principal funding source of the Company's assets have remained consistent during the first quarter of 2000 when compared to year end 1999. The slight decrease is believed to reflect the seasonal cash flows of the Company's deposit customers. Borrowings As reported previously, the Company uses arbitrage to generate additional interest income. Funds are borrowed from the Federal Home Loan Bank and then invested at a rate of return higher than the borrowing cost. At March 31, 2000, total borrowings had increased $ 8,669,000 since December 31, 1999. Management expects that it will continue to employ this type of arbitrage designed to provide funds to grow interest earning assets. Capital At March 31, 2000, the Company had $20,217,000 in shareholder equity compared to $19,895,000 at December 31,1999, which represents an increase of $322,000 or1.62%. The change in capital accounts resulted from first quarter earnings of $713,000, an increase of $49,000 in the adjustment for net unrealized holding losses on securities, a quarterly dividend declared of $195,000 and a decrease in equity of $147,000 resulting from the stock buy back program. Since November 1998, when the Company announced a stock repurchase program to acquire up to approximately 10% of its outstanding common stock, the Company has repurchased 63,229 shares, which represents approximately 4%. The various capital ratios of the Company at March 31, 2000 and 1999 were: (unaudited) March 31, 2000 March 31, 1999 -------------- -------------- Total Risk-Based Capital 21.71% 21.56% Tier 1 Risk-Based Capital 20.58% 20.27% Leverage ratio 9.61% 9.86% The capital ratios of the Company and Bank are adequate to continue to meet the foreseeable capital needs of the institution. Prudent and effective utilization of capital resources is likely to result in continued growth of the Company's base earning assets and result in additional repurchases of common stock designed to improve returns on equity and per share earnings performance. 17 Liquidity The Bank's assets and liabilities are managed in accordance with policies established and reviewed by the Bank's Board of Directors. The Bank's Asset/Liability Management Committee implements and monitors compliance with these policies regarding the Bank's asset liability management practices with regard to interest rate risk, liquidity and capital. Interest rate risk is defined as the sensitivity of the Company's income to short and long term changes in interest rates. One of the primary financial objectives of the Company is to manage its interest rate risk and control the sensitivity of the Company's earnings to changes in interest rates in order to prudently improve net interest income and interest rate margins and manage the maturities and interest rate sensitivities of assets and liabilities. One method of monitoring interest rate risk is a gap analysis which identifies the differences between the amount of assets and the amount of liabilities which mature or reprice during specific time frames and the potential effect on earnings of such maturities or repricing opportunities. Model simulation is used to evaluate the impact on earnings of potential changes in interest rates. "Rate shock" is also used to measure earnings volatility due to immediate increase or decrease in market rates up to 200 basis points. At March 31,2000 the Company's interest rate position was slightly asset sensitive which would tend to result in increased earnings should interest rates rise. Forward Looking Statements Certain statements contained in this quarterly report, including those contained in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are thus prospective. Such forward looking statements are subject to risks, uncertainties and other factores which could cause actual results to differ materially from future results expressed or implied by such statements. Such factors include, but are not limited to changes in interest rates, regulation, competition and the local and regional economy. Item 3. Quantitative and Qualitative Disclosures About Market Risk The main components of market risk for the Company are equity price risk, interest risk and liquidity risk. The Company's stock is traded on the American Stock Exchange and as a result the market price of its common stock may change with market movements. The Company manages interest rate risk and liquidity risk through an ALCO Committee comprised of outside Directors and senior management. The committee monitors compliance with the Bank's Asset/Liability Policy which provides guidelines to analyze and manage gap which is the difference between the amount of assets and the amounts of liabilities which mature or reprice during specific time frames. Model simulation is used to measure earnings volatility under both rising and falling rate scenarios. The Company's interest rate risk and liquidity position has not significantly changed from year end 1999. 18 Part II - OTHER INFORMATION Item 1. - Legal Proceedings-Not applicable Item 2. - Changes in Securities and Use of Proceeds-Not applicable Item 3. - Defaults Upon Senior Securities-Not applicable Item 4. - Submission of Matters to a Vote of Security Holders-Not applicable Item 5. - Other Information-Not applicable Item 6. - Exhibits and Reports on Form 8-K A. Exhibits: Exhibit 27-Financial Data Schedule B. Reports on Form 8-K The Company filed a Form 8-K on March 1, 2000 to report that the Company's Board of Directors declared a quarterly cash dividend of $.13 per share to be paid on April 28, 2000 to shareholders of record as of March 31, 2000. 19 SALISBURY BANCORP, INC. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Salisbury Bancorp, Inc. Date: May 11, 2000 by: /s/ John F. Perotti ------------------------ John F. Perotti President/Chief Executive Officer Date: May 11, 2000 by: /s/ John F. Foley --------------------- John F. Foley Chief Financial Officer 20