Exhibit 99.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State of other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code)
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| Registrant’s telephone number, including area code: ( |
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(Former name or former address, if changed since last report) ________________________ |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Section 2. | Financial Information |
| Item 2.02. | Results of Operations and Financial Condition |
On April 26, 2023 Salisbury Bancorp, Inc. (“Salisbury”) (NASDAQ: “SAL”), the holding company for Salisbury Bank and Trust Company (the “Bank”), issued a press release announcing results for its first quarter ended March 31, 2023. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure |
On April 26, 2023, Salisbury announced that investor presentation slides, which include a review of financial results and trends through the period ended March 31, 2023, are available in the Shareholder Relations section of Salisbury’s website at salisburybank.com under About Us/Shareholder Relations/News & Market Information/Presentations. The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and is not incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Section 9. | Financial Statement and Exhibits |
| Item 9.01. | Financial Statement and Exhibits |
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press release dated March 31, 2023. | |||||||
| 99.2 | Investor Presentation | |||||||
SIGNATURE
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 hereunto duly authorized.
| Salisbury Bancorp, Inc. | ||
Date: April 26, 2023
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By: | /s/ Peter Albero Peter Albero Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Wednesday, April 26, 2023
Company Press Release
Source: Salisbury Bancorp, Inc.
Salisbury Contact: Richard J. Cantele, Jr., President and Chief Executive Officer
860-435-9801 or rcantele@salisburybank.com
FOR IMMEDIATE RELEASE
SALISBURY BANCORP, INC. REPORTS RESULTS FOR FIRST QUARTER 2023; DECLARES 16 CENT DIVIDEND
| · | Strategic Merger With NBT Approved by Salisbury Shareholders |
| · | First Quarter Net Income of $0.52 per Basic Common Share and Return on Average Assets of 0.79% or $0.60 and 0.91%, Respectively, Excluding Non-Recurring Expenses |
| · | First Quarter 2023 Loan Growth of $22.1 million, or 1.8% |
| · | Non-performing Assets were 0.14% of Total Assets at March 31, 2023 |
| · | Common Equity Tier 1 and Tangible Common Equity Ratio of 12.16% and 7.63%, Respectively, at March 31, 2023 [1] |
Lakeville, Connecticut, April 26, 2023 /GlobeNewswire…..Salisbury Bancorp, Inc. (“Salisbury”), (NASDAQ Capital Market: “SAL”), the holding company for Salisbury Bank and Trust Company (the “Bank”), announced results for its first quarter ended March 31, 2023.
Net income available to common shareholders was $3.0 million, or $0.52 per basic common share, for the first quarter ended March 31, 2023 (first quarter 2023), compared with $4.1 million, or $0.71 per basic common share, for the fourth quarter ended December 31, 2022 (fourth quarter 2022), and $3.5 million, or $0.62 per basic common share, for the first quarter ended March 31, 2022 (first quarter 2022). Net income for first quarter 2023 included pre-tax costs of $385 thousand related to Salisbury’s pending merger with NBT Bancorp (“NBT merger”) and $158 thousand to write off fixed assets in the Red Oaks Mill, New York branch, which will close on April 30, 2023. In aggregate, these costs reduced first quarter 2023 earnings per basic share and return on average assets by $0.08 and 0.12%, respectively.
Salisbury’s President and Chief Executive Officer, Richard J. Cantele, Jr., stated, “Our financial results for the first quarter were impacted by the challenging banking and macro-economic environment. Despite these headwinds, Salisbury’s business model remains conservative, the Bank is well-capitalized and our deposit base is diversified. Additionally, the unrealized losses in our investment portfolio do not present a material risk to the Bank or to our customers. As we look forward and take a longer term perspective, we are excited that the strategic partnership with NBT has been approved by Salisbury shareholders. The merger is expected to close this quarter, subject to regulatory approval. While we work through the integration of these two high-performing franchises, Salisbury employees will remain focused on prudently managing the Bank’s capital and liquidity and providing outstanding service to our customers.”
Net Interest and Dividend Income
Tax equivalent net interest income of $11.3 million for the first quarter 2023 decreased $903 thousand, or 7.4%, versus fourth quarter 2022, and increased $834 thousand, or 8.0%, versus first quarter 2022. Tax equivalent interest income of $15.1 million for first quarter 2023 increased $755 thousand, or 5.3%, versus fourth quarter 2022 and increased $3.8 million, or 33.8%, from first quarter 2022. The cost of interest-bearing liabilities of $3.8 million for first quarter 2023 increased $1.7 million, or 77.5%, from fourth quarter 2022 and increased $3.0 million, or 367.5%, from first quarter 2022.
Average earning assets of $1.5 billion for first quarter 2023 increased $23.3 million, or 1.6%, from fourth quarter 2022, and increased $82.5 million, or 5.8%, versus first quarter 2022. Average earning assets for first quarter 2023 included average PPP loan balances of $0.2 million, net of deferred fees, compared with $0.4 million in fourth quarter 2022 and $18.7 million in first quarter 2022, respectively. Average total interest bearing liabilities of $1.0 billion for first quarter 2023 increased $45.9 million, or 4.7%, from fourth quarter 2022 and increased $70.6 million, or 7.4%, versus first quarter 2022. The increase in average total interest-bearing liabilities from the comparative periods primarily reflected higher brokered deposits, which Salisbury utilized to fund loan growth and to provide liquidity.
The tax equivalent net interest margin for first quarter 2023 was 2.99% compared with 3.28% for fourth quarter 2022 and 2.95% for first quarter 2022. Excluding PPP loans, the tax equivalent net interest margin for first quarter 2023 was 2.99% compared with 3.28% for fourth quarter 2022 and 2.86% for first quarter 2022. The decline in the tax equivalent net interest margin from the comparative quarters primarily reflected an increase in the cost of interest bearing deposits and borrowed funds as well as an increase in the amount of borrowed funds. See SUPPLEMENTAL INFORMATION – Net Interest and Dividend Income on page 9 of this release for additional details.
Non-Interest Income
Non-interest income of $2.7 million for first quarter 2023 increased $75 thousand versus fourth quarter 2022 and decreased $401 thousand versus first quarter 2022.
Trust and Wealth Advisory fees of $1.2 million for first quarter 2023 increased $28 thousand from fourth quarter 2022 and decreased $88 thousand from first quarter 2022. The change in fee income versus the comparative quarters was primarily driven by asset management fees. Assets under administration were $1.30 billion at March 31, 2023 compared with $1.29 billion at December 31, 2022 and $1.05 billion at March 31, 2022. Discretionary assets under administration of $588.4 million at March 31, 2023 compared with $561.1 million at December 31, 2022 and $625.3 million at March 31, 2022. The variance from the comparative quarters primarily reflected changes in market valuations. Non-discretionary assets under administration of $712.7 million at March 31, 2023 decreased from $728.9 million at December 31, 2022 and increased from $423.9 million at March 31, 2022. The variance from the comparative periods primarily reflected changes in the valuation of certain partnership assets for an existing client relationship. The trust and wealth business records only a nominal annual fee on this relationship.
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[1] The tangible common equity ratio is a non-GAAP measure. Management considers this ratio to be an important measure of risk. Refer to page 8 of this document for the reconciliation of the components of this calculation to U.S. GAAP.
Service charges and fees of $1.2 million for first quarter 2023 increased $16 thousand from fourth quarter 2022 and increased $97 thousand from first quarter 2022. The increase from fourth quarter 2022 primarily reflected higher deposit and loan fees, which were partially offset by lower interchange fees. The increase from first quarter 2022 primarily reflected higher deposit and higher interchange fees. Net fees from mortgage banking activities were below the comparative quarters. Salisbury did not sell any residential loans to FHLBB during first quarter 2023 and fourth quarter 2022 compared with sales of $5.5 million in first quarter 2022.
Non-Interest Expense
Non-interest expense of $9.1 million for first quarter 2023 increased $179 thousand from fourth quarter 2022 and increased $473 thousand versus first quarter 2022. Non-interest expense for first quarter 2023 and fourth quarter 2022 included costs of approximately $385 thousand and $497 thousand, respectively, associated with the pending NBT merger. Non-interest expense for first quarter 2023 also included a non-recurring charge of $158 thousand to write off fixed assets in the Red Oaks Mill, New York branch, which will be closed on April 30, 2023. Compensation expense of $5.2 million for first quarter 2023 decreased $143 thousand from fourth quarter 2022 and increased $433 thousand versus first quarter 2022. The increase in compensation expense from first quarter 2022 primarily reflected higher base salary expense and higher incentive accruals as well as lower deferred compensation expense.
Excluding compensation expense, other non-interest expenses for first quarter 2023 increased $322 thousand from fourth quarter 2022 and increased $40 thousand from first quarter 2022. The increase from comparative quarters primarily reflected higher professional fees associated with the NBT merger, and the write-off of fixed assets associated with the pending Red Oaks Mill, New York branch closure. First quarter 2022 included fraud related losses of $251 thousand.
The effective income tax rates for first quarter 2023, fourth quarter 2022 and first quarter 2022 were 20.0%, 20.1% and 18.6%, respectively.
Loans
Gross loans receivable of $1.3 billion for first quarter 2023 increased $22.1 million, or 1.8%, from fourth quarter 2022, and increased $171.5 million, or 15.9%, from first quarter 2022. Residential 5+ multifamily gross loans receivable at March 31, 2023 and December 31, 2022 included a loan for approximately $16.0 million. At March 31, 2022 this loan, which had a gross balance of approximately $12.0 million, was reported in the commercial real estate category while the project was under construction. The ratio of gross loans to deposits for first quarter 2023 was 96.7% compared with 90.4% for fourth quarter 2022 and 83.6% for first quarter 2022. Balances by loan type for the comparative periods were as follows:
| Loan Type ($ in thousands) | Q1 2023 | Q4 2022 | Q1 2022 | |||||||||
| Residential Real Estate (1-4 Family) | $ | 483,893 | $ | 476,719 | $ | 425,301 | ||||||
| Residential 5+ Multifamily | 91,772 | 80,400 | 53,376 | |||||||||
| Commercial Real Estate | 433,379 | 421,147 | 376,088 | |||||||||
| Commercial & Industrial ex PPP Loans | 185,376 | 190,191 | 163,832 | |||||||||
| PPP Loans | 226 | 299 | 13,666 | |||||||||
| Commercial & Industrial – Total | 185,602 | 190,490 | 177,498 | |||||||||
| Farm Land | 3,451 | 4,081 | 2,778 | |||||||||
| Vacant Land | 14,601 | 14,440 | 14,710 | |||||||||
| Municipal | 17,577 | 19,693 | 14,263 | |||||||||
| Consumer | 19,491 | 20,546 | 14,356 | |||||||||
| Deferred Costs/(Fees) | 875 | 1,001 | 761 | |||||||||
| Gross Loans Receivable | $ | 1,250,641 | $ | 1,228,517 | $ | 1,079,131 | ||||||
| Gross Loans Receivable ex PPP | $ | 1,250,415 | $ | 1,228,218 | $ | 1,065,465 |
Asset Quality
Non-performing assets of $2.2 million, or 0.14% of total assets at March 31, 2023, decreased $0.5 million from $2.7 million, or 0.17% of total assets at December 31, 2022, and decreased $0.6 million from $2.8 million, or 0.19% of total assets, at March 31, 2022.
The amount of total impaired and potential problem loans increased $0.2 million during the quarter to $10.9 million or 0.87% of gross loans receivable at March 31, 2023 compared to $11.4 million, or 0.93% of gross loans receivable at December 31, 2022 and $27.3 million, or 2.53% of gross loans receivable at March 31, 2022. The decrease in the balance from first quarter 2022 primarily reflected management’s upgrade of the internal risk rating on certain hospitality related loans, which were previously downgraded due to concerns over COVID-19. These businesses demonstrated a return to pre-pandemic levels of activity and liquidity, which warranted the improvement in risk rating.
Accruing loans receivable 30-to-89 days past due of $2.2 million, or 0.18% of gross loans receivable, increased $0.9 million from $1.3 million, or 0.11% of gross loans receivable at December 31, 2022, and decreased $0.1 million from $2.3 million, or 0.22% of gross loans receivable at March 31, 2022.
On January 1, 2023, Salisbury adopted the Current Expected Credit Loss (“CECL”) accounting standard to estimate credit losses over the life of a loan. As a result of this implementation, Salisbury recorded a reduction of $0.9 million to retained earnings, an increase of $0.3 million to the allowance for credit (“ACL”) losses, an increase of $0.9 million to other liabilities for unfunded commitments reserves and an increase in deferred tax assets of $0.3 million. The ACL for first quarter 2023 was $16.0 million compared with $14.8 million for fourth quarter 2022 and $12.9 million for first quarter 2022. The provision expense was $0.9 million for first quarter 2022 compared with $0.5 million for fourth quarter 2022 and $0.4 million for first quarter 2022. The provision expense for first quarter 2023 primarily reflected loan growth during the quarter as well as the forecast of certain macro-economic factors, which underpin the Bank’s CECL model. Net loan charge-offs were $32 thousand for the first quarter 2023 compared with $13 thousand for fourth quarter 2022 and $410 thousand for the first quarter 2022.
Reserve coverage, as measured by the ratio of the allowance for loan losses to gross loans, excluding PPP loans, was 1.28% for the first quarter 2023 versus 1.21% for both fourth quarter 2022 and first quarter 2022. Similarly, reserve coverage, as measured by the ratio of the allowance for loan losses to non-performing loans was 714% for the first quarter 2023 versus 558% for fourth quarter 2022 and 467% for first quarter 2022.
Salisbury endeavors to work constructively to resolve its non-performing loan issues with 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.
Deposits, Borrowings and Liquidity
Total deposits of $1.3 billion at March 31, 2023 decreased $65.4 million, or 4.8%, from December 31, 2022 and increased $2.6 million, or 0.2%, from March 31, 2022. Salisbury accumulates deposits from a diverse customer base. At March 31, 2023, the composition of Salisbury’s deposit balances was as follows: retail: 45%; commercial: 39%; municipalities: 8%; brokered funds: 4%; Wealth Advisory: 3%; and educational institutions: 1%. At March 31, 2023, the balance of Salisbury’s deposits that were not insured by the FDIC or not collateralized by marketable securities owned by Salisbury was approximately $344 million, or 27%, of total deposits.
At March 31, 2023, Salisbury had outstanding brokered deposits balances of $53.2 million compared with balances of $45.0 million at December 31, 2022. Salisbury did not have any outstanding brokered deposit balances at March 31, 2022. Brokered deposits are included in the certificates of deposit balances on Salisbury’s consolidated balance sheet. Management utilized brokered deposits in first quarter 2023 to fund loan growth and as a source of liquidity. Excluding brokered funds, Salisbury’s deposits declined $73.5 million, or 5.6%, from fourth quarter 2022 and declined $50.6 million, or 3.9%, from first quarter 2022. Average total deposits were $1.3 billion for first quarter 2023, fourth quarter 2022 and first quarter 2022. Average total deposits for first quarter 2023 included average brokered deposits of $47.9 million compared with $25.8 million for fourth quarter 2022 and $7.5 million for first quarter 2022.
Salisbury has access to various sources of liquidity, including the FHLBB and the Federal Reserve Bank. Salisbury had $100.0 million of outstanding advances from FHLBB at March 31, 2023 compared with $10.0 million at December 31, 2022 and $0.4 million at March 31, 2022, respectively. Salisbury’s excess borrowing capacity at FHLBB was approximately $145 million at March 31, 2023. Additionally, at March 31, 2023, Salisbury had approximately $100 million of eligible collateral that could be posted to the Federal Reserve to secure funds under the Bank Term Funding Program. Salisbury has not borrowed funds under this program.
Capital
Shareholders’ equity increased $4.0 million in first quarter to $132.4 million at March 31, 2023 as net income of $3.0 million, unrealized gains, net of taxes, in the available-for-sale securities (“AFS”) portfolio of $2.7 million and other activity of $0.1 million, were partially offset by common stock dividends paid of $0.9 million and a reduction of $0.9 million to retained earnings for the adoption of CECL. The unrealized losses, net of taxes, in the AFS portfolio were $18.0 million at March 31, 2023. Book value per common share of $22.79 at March 31, 2023 increased $0.66 from fourth quarter 2022 and increased $0.23 from first quarter 2022. Tangible book value per common share of $20.38 at March 31, 2023 increased $0.67 from fourth quarter 2022 and increased $0.28 from first quarter 2022. At March 31, 2023, the Bank’s tangible common equity ratio, which included the unrealized losses in the AFS portfolio noted above, was 7.63%.
The Bank’s regulatory capital ratios remain in compliance with regulatory “well capitalized” requirements. At March 31, 2023, the Bank’s Tier 1 leverage, total risk-based capital, and common equity tier 1 capital ratios were 9.98%, 13.41%, and 12.16%, respectively, compared with regulatory “well capitalized” minimums of 5.00%, 10.00%, and 6.5%, respectively. The unrealized losses in the AFS portfolio noted above do not affect the Bank’s regulatory capital ratios.
During first quarter 2023, Salisbury did not repurchase any of its outstanding common stock pursuant to its stock repurchase program, which was established in March 2021 and renewed in March 2022.
Dividend on Common Shares
On April 26, 2023, the Board of Directors of Salisbury approved a quarterly cash dividend of $0.16 per common share that will be paid on May 26, 2023 to shareholders of record as of May 12, 2023.
Other Matters
In July 2022, Salisbury management discovered that the Bank’s trust department terminated a trust account in May 2020 and distributed approximately $1.0 million that should have been retained in continuance of the trust account. In March 2023, Salisbury filed an amended complaint against the beneficiaries to recover the distributed proceeds and to reinstate the trust account. At this time, management believes that Salisbury’s exposure is not yet known or knowable and could potentially range from zero to approximately $0.8 million depending upon the facts and circumstances.
Background
Salisbury Bancorp, Inc. is the parent company of Salisbury Bank and Trust Company, a Connecticut chartered commercial bank serving the communities of northwestern Connecticut and proximate communities in New York and Massachusetts, since 1848, through full service branches in Canaan, Lakeville, Salisbury and Sharon, Connecticut; Great Barrington, South Egremont and Sheffield, Massachusetts; and Dover Plains, Fishkill, Millerton, Newburgh, New Paltz, Poughkeepsie, and Red Oaks Mill, New York. The Bank offers a broad spectrum of consumer and business banking products and services, as well as trust and wealth advisory services. For more information, please visit www.salisburybank.com.
Forward-Looking Statements
This news release may contain statements relating to Salisbury’s and the Bank’s future results that are considered “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and expectations of management as well as the assumptions and estimates made by management using information currently available to management. Since these statements reflect the views of management concerning future events, these statements involve risks, uncertainties and assumptions, including among others: changes in market interest rates and general and regional economic conditions; changes in laws and regulations; changes in accounting principles; and the quality or composition of the loan and investment portfolios, technological changes and cybersecurity matters, and other factors that may be described in Salisbury’s quarterly reports on Form 10-Q and its annual report on Form 10-K, which are available at the Securities and Exchange Commission’s website (www.sec.gov) and to which reference is hereby made. Forward-looking statements made by Salisbury in this news release speak only as of the date they are made. Events or other facts that could cause Salisbury’s actual results to differ may arise from time to time and Salisbury cannot predict all such events and factors. Salisbury undertakes no obligation to publicly update any forward-looking statement unless as may be required by law.
Investor presentation slides, which include a review of financial results and trends through the period ended March 31, 2023, are available in the Shareholder Relations section of Salisbury’s website at salisburybank.com under About Us/Shareholder Relations/News & Market Information/Presentations.
Salisbury Bancorp, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS (unaudited)
| (in thousands, except share data) | March 31, 2023 | December 31, 2022 | ||||||
| ASSETS | ||||||||
| Cash and due from banks | $ | 6,231 | $ | 5,864 | ||||
| Interest bearing demand deposits with other banks | 43,613 | 44,675 | ||||||
| Total cash and cash equivalents | 49,844 | 50,539 | ||||||
| Securities | ||||||||
| Available-for-sale at fair value | 187,598 | 187,410 | ||||||
| Mutual funds at fair value | 2,068 | 1,933 | ||||||
| Federal Home Loan Bank of Boston stock at cost | 5,030 | 1,285 | ||||||
| Loans receivable, net (allowance for loan losses: $16,009 and $14,846) | 1,234,632 | 1,213,671 | ||||||
| Bank premises and equipment, net | 21,597 | 22,148 | ||||||
| Goodwill | 13,815 | 13,815 | ||||||
| Intangible assets (net of accumulated amortization: $5,691 and $5,654) | 188 | 227 | ||||||
| Accrued interest receivable | 6,383 | 6,797 | ||||||
| Cash surrender value of life insurance policies | 30,571 | 30,379 | ||||||
| Deferred taxes | 8,234 | 8,492 | ||||||
| Other assets | 5,374 | 4,886 | ||||||
| Total Assets | $ | 1,565,334 | $ | 1,541,582 | ||||
| LIABILITIES and SHAREHOLDERS' EQUITY | ||||||||
| Deposits | ||||||||
| Demand (non-interest bearing) | $ | 370,049 | $ | 395,994 | ||||
| Demand (interest bearing) | 218,902 | 231,486 | ||||||
| Money market | 296,974 | 343,965 | ||||||
| Savings and other | 236,755 | 233,578 | ||||||
| Certificates of deposit | 170,362 | 153,370 | ||||||
| Total deposits | 1,293,042 | 1,358,393 | ||||||
| Repurchase agreements | 3,230 | 7,228 | ||||||
| Federal Home Loan Bank of Boston advances | 100,000 | 10,000 | ||||||
| Subordinated debt | 24,545 | 24,531 | ||||||
| Note payable | 117 | 128 | ||||||
| Finance lease obligations | 4,225 | 4,262 | ||||||
| Accrued interest and other liabilities | 7,820 | 8,685 | ||||||
| Total Liabilities | 1,432,979 | 1,413,227 | ||||||
| Shareholders' Equity | ||||||||
| Common stock - $0.10 per share par value | ||||||||
| Authorized: 10,000,000; | ||||||||
| Issued: 5,807,719 and 5,798,816 | ||||||||
| Outstanding: 5,807,719 and 5,798,816 | 581 | 580 | ||||||
| Unearned compensation – restricted stock awards | (961 | ) | (1,144 | ) | ||||
| Paid-in capital | 47,396 | 47,466 | ||||||
| Retained earnings | 103,371 | 102,178 | ||||||
| Accumulated other comprehensive (loss), net | (18,032 | ) | (20,725 | ) | ||||
| Total Shareholders' Equity | 132,355 | 128,355 | ||||||
| Total Liabilities and Shareholders' Equity | $ | 1,565,334 | $ | 1,541,582 |
Salisbury Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
| Three months ended March 31, (in thousands, except per share amounts) | 2023 | 2022 | ||||||
| Interest and dividend income | ||||||||
| Interest and fees on loans | $ | 13,250 | $ | 10,163 | ||||
| Interest on debt securities | ||||||||
| Taxable | 1,068 | 724 | ||||||
| Tax exempt | 212 | 174 | ||||||
| Other interest and dividends | 393 | 57 | ||||||
| Total interest and dividend income | 14,923 | 11,118 | ||||||
| Interest expense | ||||||||
| Deposits | 2,818 | 478 | ||||||
| Repurchase agreements | 16 | 3 | ||||||
| Finance lease | 40 | 41 | ||||||
| Note payable | 2 | 2 | ||||||
| Subordinated debt | 233 | 233 | ||||||
| Federal Home Loan Bank of Boston advances | 687 | 55 | ||||||
| Total interest expense | 3,796 | 812 | ||||||
| Net interest and dividend income | 11,127 | 10,306 | ||||||
| Provision for loan losses | 924 | 363 | ||||||
| Net interest and dividend income after provision for loan losses | 10,203 | 9,943 | ||||||
| Non-interest income | ||||||||
| Trust and wealth advisory | 1,153 | 1,241 | ||||||
| Service charges and fees | 1,235 | 1,138 | ||||||
| Mortgage banking activities, net | 59 | 355 | ||||||
| Gains (losses) on CRA mutual fund | 20 | (42 | ) | |||||
| Gains on securities, net | — | 210 | ||||||
| Bank-owned life insurance (“BOLI”) income | 192 | 162 | ||||||
| Other | 34 | 30 | ||||||
| Total non-interest income | 2,693 | 3,094 | ||||||
| Non-interest expense | ||||||||
| Salaries | 3,721 | 3,479 | ||||||
| Employee benefits | 1,468 | 1,277 | ||||||
| Premises and equipment | 1,105 | 1,104 | ||||||
| Loss on sale of assets | 158 | 9 | ||||||
| Information processing and services | 831 | 685 | ||||||
| Professional fees | 945 | 787 | ||||||
| Collections, OREO, and loan related | 72 | 117 | ||||||
| FDIC insurance | 98 | 171 | ||||||
| Marketing and community support | 127 | 184 | ||||||
| Amortization of intangibles | 39 | 54 | ||||||
| Other | 562 | 786 | ||||||
| Total non-interest expense | 9,126 | 8,653 | ||||||
| Income before income taxes | 3,770 | 4,384 | ||||||
| Income tax provision | 752 | 816 | ||||||
| Net income | $ | 3,018 | $ | 3,568 | ||||
| Net income available to common shareholders | $ | 2,968 | $ | 3,508 | ||||
| Basic earnings per common share | $ | 0.52 | $ | 0.62 | ||||
| Diluted earnings per common share | 0.52 | 0.62 | ||||||
| Common dividends per share | 0.16 | 0.16 |
Salisbury Bancorp, Inc. and Subsidiary
SELECTED CONSOLIDATED FINANCIAL DATA (unaudited)
| At or for the quarters ended | ||||||||||||||||||||
| (in thousands, except per share amounts and ratios) | Q1 2023 | Q4 2022 | Q3 2022 | Q2 2022 | Q1 2022 | |||||||||||||||
| Total assets | $ | 1,565,334 | $ | 1,541,582 | $ | 1,512,138 | $ | 1,496,521 | $ | 1,465,082 | ||||||||||
| Loans receivable, net | 1,234,632 | 1,213,671 | 1,176,493 | 1,135,758 | 1,066,216 | |||||||||||||||
| Total securities | 194,696 | 190,628 | 192,530 | 205,727 | 217,591 | |||||||||||||||
| Deposits | 1,293,042 | 1,358,393 | 1,325,204 | 1,316,539 | 1,290,474 | |||||||||||||||
| FHLBB advances | 100,000 | 10,000 | 20,000 | — | 419 | |||||||||||||||
| Shareholders’ equity | 132,355 | 128,355 | 123,160 | 127,303 | 130,066 | |||||||||||||||
| Wealth assets under administration | 1,301,162 | 1,289,918 | 1,232,272 | 1,261,244 | 1,049,240 | |||||||||||||||
| Discretionary wealth assets under administration | 588,414 | 561,050 | 522,109 | 546,506 | 625,346 | |||||||||||||||
| Non-discretionary wealth assets under administration | 712,748 | 728,868 | 710,163 | 714,738 | 423,894 | |||||||||||||||
| Non-performing loans | 2,241 | 2,663 | 1,860 | 4,229 | 2,765 | |||||||||||||||
| Non-performing assets | 2,241 | 2,663 | 1,860 | 4,229 | 2,765 | |||||||||||||||
| Accruing loans past due 30-89 days | 2,234 | 1,309 | 390 | 1,001 | 2,349 | |||||||||||||||
| Net interest and dividend income | 11,127 | 12,015 | 11,844 | 10,872 | 10,306 | |||||||||||||||
| Net interest and dividend income, tax equivalent (1) | 11,318 | 12,221 | 12,054 | 11,061 | 10,484 | |||||||||||||||
| Provision expense for loan losses | 924 | 525 | 695 | 1,100 | 363 | |||||||||||||||
| Non-interest income | 2,693 | 2,618 | 2,693 | 3,297 | 3,094 | |||||||||||||||
| Non-interest expense | 9,126 | 8,947 | 8,512 | 8,532 | 8,653 | |||||||||||||||
| Income before income taxes | 3,770 | 5,161 | 5,330 | 4,537 | 4,384 | |||||||||||||||
| Income tax provision | 752 | 1,037 | 994 | 692 | 816 | |||||||||||||||
| Net income | 3,018 | 4,124 | 4,336 | 3,845 | 3,568 | |||||||||||||||
| Net income allocated to common shareholders | 2,968 | 4,055 | 4,264 | 3,772 | 3,508 | |||||||||||||||
| Per share data | ||||||||||||||||||||
| Basic earnings per common share | $ | 0.52 | $ | 0.71 | $ | 0.75 | $ | 0.67 | $ | 0.62 | ||||||||||
| Diluted earnings per common share | 0.52 | 0.71 | 0.75 | 0.66 | 0.62 | |||||||||||||||
| Dividends per common share | 0.16 | 0.16 | 0.16 | 0.16 | 0.16 | |||||||||||||||
| Book value per common share | 22.79 | 22.13 | 21.29 | 22.01 | 22.56 | |||||||||||||||
| Tangible book value per common share - Non-GAAP (2) | 20.38 | 19.71 | 18.86 | 19.57 | 20.10 | |||||||||||||||
| Common shares outstanding at end of period (in thousands) | 5,808 | 5,799 | 5,784 | 5,784 | 5,765 | |||||||||||||||
| Weighted average common shares outstanding, to calculate basic earnings per share (in thousands) | 5,702 | 5,688 | 5,687 | 5,666 | 5,636 | |||||||||||||||
| Weighted average common shares outstanding, to calculate diluted earnings per share (in thousands) | 5,714 | 5,710 | 5,713 | 5,699 | 5,694 | |||||||||||||||
| Profitability ratios | ||||||||||||||||||||
| Net interest margin (tax equivalent) (1) | 2.99 | % | 3.28 | % | 3.27 | % | 3.15 | % | 2.95 | % | ||||||||||
| Efficiency ratio (2) | 61.07 | 56.66 | 57.38 | 59.49 | 63.38 | |||||||||||||||
| Effective income tax rate | 19.95 | 20.10 | 18.65 | 15.25 | 18.60 | |||||||||||||||
| Return on average assets | 0.79 | 1.07 | 1.13 | 1.06 | 0.97 | |||||||||||||||
| Return on average common shareholders’ equity | 9.36 | 13.05 | 13.23 | 11.98 | 10.65 | |||||||||||||||
| Credit quality ratios | ||||||||||||||||||||
| Non-performing loans to loans receivable, gross | 0.18 | % | 0.22 | % | 0.16 | % | 0.37 | % | 0.26 | % | ||||||||||
| Accruing loans past due 30-89 days to loans receivable, gross | 0.18 | 0.11 | 0.03 | 0.09 | 0.22 | |||||||||||||||
| Allowance for loan losses to loans receivable, gross | 1.28 | 1.21 | 1.20 | 1.19 | 1.20 | |||||||||||||||
| Allowance for loan losses to non-performing loans | 714.4 | 557.5 | 770.6 | 324.0 | 467.3 | |||||||||||||||
| Non-performing assets to total assets | 0.14 | 0.17 | 0.12 | 0.28 | 0.19 | |||||||||||||||
| Capital ratios | ||||||||||||||||||||
| Common shareholders' equity to assets | 8.35 | % | 8.33 | % | 8.14 | % | 8.51 | % | 8.88 | % | ||||||||||
| Tangible common shareholders' equity to tangible assets - Non-GAAP (2) | 7.63 | 7.48 | 7.28 | 7.63 | 7.99 | |||||||||||||||
| Tier 1 leverage capital (3) | 9.98 | 9.99 | 9.83 | 10.04 | 9.66 | |||||||||||||||
| Total risk-based capital (3) | 13.41 | 13.43 | 13.24 | 13.28 | 13.98 | |||||||||||||||
| Common equity tier 1 capital (3) | 12.16 | 12.24 | 12.07 | 12.13 | 12.80 | |||||||||||||||
(1) Adjusted to reflect the U.S. federal statutory benefit on income derived from tax-exempt securities and loans.
(2) Refer to schedule labeled
“Supplemental Information – Non-GAAP Financial Measures”.
(3) Represents the capital ratios of the Bank.
Salisbury Bancorp, Inc. and Subsidiary
SUPPLEMENTAL INFORMATION – Non-GAAP Financial Measures (unaudited)
| At or for the quarters ended | ||||||||||||||||||||
| (in thousands, except per share amounts and ratios) | Q1 2023 | Q4 2022 | Q3 2022 | Q2 2022 | Q1 2022 | |||||||||||||||
| Common Shareholders' Equity | $ | 132,355 | $ | 128,355 | $ | 123,160 | $ | 127,303 | $ | 130,066 | ||||||||||
| Less: Goodwill | (13,815 | ) | (13,815 | ) | (13,815 | ) | (13,815 | ) | (13,815 | ) | ||||||||||
| Less: Intangible assets | (188 | ) | (227 | ) | (269 | ) | (314 | ) | (364 | ) | ||||||||||
| Tangible Common Shareholders' Equity | $ | 118,352 | $ | 114,313 | $ | 109,076 | $ | 113,174 | $ | 115,887 | ||||||||||
| Total Assets | $ | 1,565,334 | $ | 1,541,582 | $ | 1,512,138 | $ | 1,496,521 | $ | 1,465,082 | ||||||||||
| Less: Goodwill | (13,815 | ) | (13,815 | ) | (13,815 | ) | (13,815 | ) | (13,815 | ) | ||||||||||
| Less: Intangible assets | (188 | ) | (227 | ) | (269 | ) | (314 | ) | (364 | ) | ||||||||||
| Tangible Total Assets | $ | 1,551,331 | $ | 1,527,540 | $ | 1,498,054 | $ | 1,482,392 | $ | 1,450,903 | ||||||||||
| Common Shares outstanding (in thousands) | 5,808 | 5,799 | 5,784 | 5,784 | 5,765 | |||||||||||||||
| Book value per Common Share – GAAP | $ | 22.79 | $ | 22.13 | $ | 21.29 | $ | 22.01 | $ | 22.56 | ||||||||||
| Tangible book value per Common Share - Non-GAAP | 20.38 | 19.71 | 18.86 | 19.57 | 20.10 | |||||||||||||||
| Tangible common shareholders’ equity to tangible total assets - Non-GAAP | 7.63 | % | 7.48 | % | 7.28 | % | 7.63 | % | 7.99 | % | ||||||||||
| Consolidated: | ||||||||||||||||||||
| Non-interest expense | $ | 9,126 | $ | 8,947 | $ | 8,512 | $ | 8,532 | $ | 8,653 | ||||||||||
| Amortization of core deposit intangibles | (39 | ) | (42 | ) | (46 | ) | (50 | ) | (54 | ) | ||||||||||
| OREO recovery | — | — | 15 | — | — | |||||||||||||||
| Merger-related costs | (385 | ) | (497 | ) | — | — | — | |||||||||||||
| Fixed asset write-off | (158 | ) | — | — | — | — | ||||||||||||||
| Fraud-related recovery (losses) | — | — | — | 50 | (251 | ) | ||||||||||||||
| Adjusted non-interest expense | $ | 8,544 | $ | 8,408 | $ | 8,481 | $ | 8,532 | $ | 8,348 | ||||||||||
| Net interest and dividend income, tax equivalent | $ | 11,318 | $ | 12,221 | $ | 12,054 | $ | 11,061 | $ | 10,484 | ||||||||||
| Non-interest income | 2,693 | 2,618 | 2,693 | 3,297 | 3,094 | |||||||||||||||
| (Gains) losses on securities | (20 | ) | 1 | 47 | 75 | (168 | ) | |||||||||||||
| BOLI proceeds receivable | — | — | — | (89 | ) | — | ||||||||||||||
| Gains on sale of loans | — | — | (15 | ) | — | (239 | ) | |||||||||||||
| Adjusted revenue | $ | 13,991 | $ | 14,840 | $ | 14,779 | $ | 14,344 | $ | 13,171 | ||||||||||
| Efficiency Ratio – Non-GAAP (1) | 61.07 | % | 56.66 | % | 57.38 | % | 59.49 | % | 63.38 | % | ||||||||||
(1) Excluding revenue and expenses associated with trust
& wealth advisory, the efficiency ratios would be: Q1 2023: 59.08%; Q4 2022: 54.64%; Q3 2022: 55.28%; Q2 2022: 57.21%; Q1 2022: 61.83%.
Salisbury Bancorp, Inc. and Subsidiary
SUPPLEMENTAL INFORMATION – Net Interest and Dividend Income (unaudited)
| At or for the quarters ended | Average Balance | Income / Expense | Average Yield / Rate | |||||||||||||||||||||||||||||||||
| (dollars in thousands) | Q1 2023 | Q4 2022 | Q1 2022 | Q1 2023 | Q4 2022 | Q1 2022 | Q1 2023 | Q4 2022 | Q1 2022 | |||||||||||||||||||||||||||
| Loans (a)(d) | $ | 1,236,778 | $ | 1,209,184 | $ | 1,079,610 | $ | 13,367 | $ | 12,726 | $ | 10,277 | 4.29 | % | 4.16 | % | 3.79 | % | ||||||||||||||||||
| Securities (c)(d) | 214,246 | 217,963 | 208,140 | 1,353 | 1,279 | 962 | 2.53 | 2.35 | 1.85 | |||||||||||||||||||||||||||
| FHLBB stock | 3,436 | 1,416 | 1,434 | 19 | 15 | 7 | 2.29 | 4.29 | 2.05 | |||||||||||||||||||||||||||
| Short term funds (b) | 40,689 | 43,328 | 123,454 | 375 | 339 | 50 | 3.72 | 3.10 | 0.16 | |||||||||||||||||||||||||||
| Total interest-earning assets | 1,495,149 | 1,471,891 | 1,412,638 | 15,114 | 14,359 | 11,296 | 4.02 | 3.86 | 3.19 | |||||||||||||||||||||||||||
| Other assets | 55,022 | 52,855 | 74,795 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 1,550,171 | $ | 1,524,746 | $ | 1,487,433 | ||||||||||||||||||||||||||||||
| Interest-bearing demand deposits | $ | 223,742 | $ | 232,228 | $ | 232,464 | 119 | 115 | 99 | 0.22 | 0.20 | 0.17 | ||||||||||||||||||||||||
| Money market accounts | 320,015 | 331,451 | 321,198 | 1,270 | 915 | 126 | 1.61 | 1.10 | 0.16 | |||||||||||||||||||||||||||
| Savings and other | 232,162 | 246,650 | 233,092 | 402 | 291 | 64 | 0.70 | 0.47 | 0.11 | |||||||||||||||||||||||||||
| Certificates of deposit | 161,300 | 128,787 | 131,059 | 1,027 | 465 | 189 | 2.58 | 1.43 | 0.59 | |||||||||||||||||||||||||||
| Total interest-bearing deposits | 937,219 | 939,116 | 917,813 | 2,818 | 1,786 | 478 | 1.22 | 0.75 | 0.21 | |||||||||||||||||||||||||||
| Repurchase agreements | 3,961 | 6,615 | 7,146 | 16 | 20 | 3 | 1.65 | 1.18 | 0.14 | |||||||||||||||||||||||||||
| Finance lease | 5,397 | 5,475 | 5,097 | 40 | 40 | 41 | 2.96 | 2.94 | 3.23 | |||||||||||||||||||||||||||
| Note payable | 121 | 132 | 163 | 2 | 2 | 2 | 6.17 | 6.16 | 6.12 | |||||||||||||||||||||||||||
| Subordinated debt (f) | 24,536 | 24,523 | 24,480 | 233 | 233 | 233 | 3.80 | 3.80 | 3.81 | |||||||||||||||||||||||||||
| FHLBB advances | 57,056 | 6,576 | 2,974 | 687 | 57 | 55 | 4.82 | 3.37 | 7.46 | |||||||||||||||||||||||||||
| Total interest-bearing liabilities | 1,028,290 | 982,437 | 957,673 | 3,796 | 2,138 | 812 | 1.49 | 0.86 | 0.34 | |||||||||||||||||||||||||||
| Demand deposits | 382,601 | 408,672 | 386,884 | |||||||||||||||||||||||||||||||||
| Other liabilities | 8,427 | 8,233 | 7,036 | |||||||||||||||||||||||||||||||||
| Shareholders’ equity | 130,853 | 125,404 | 135,840 | |||||||||||||||||||||||||||||||||
| Total liabilities & shareholders’ equity | $ | 1,550,171 | $ | 1,524,746 | $ | 1,487,433 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 11,318 | $ | 12,221 | $ | 10,484 | ||||||||||||||||||||||||||||||
| Spread on interest-bearing funds | 2.54 | 3.00 | 2.84 | |||||||||||||||||||||||||||||||||
| Net interest margin (e) | 2.99 | 3.28 | 2.95 | |||||||||||||||||||||||||||||||||
| (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 amortized cost. |
| (d) | Includes tax exempt income benefit of $0.2 million, $0.2 million and $0.2 million, respectively, for Q1 2023, Q4 2022 and Q1 2022 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 2023 and 2022. |
| (e) | Net interest income divided by average interest-earning assets. |
| (f) | Net of issuance costs. |
Exhibit 99.2
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