8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 5, 2014

Salisbury Bancorp, Inc.

(Exact name of registrant as specified in charter)

Connecticut	000-24751		06-1514263
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer 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
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

Form 8-K/A, Current Report

Salisbury Bancorp, Inc.

EXPLANATORY NOTE

On December 5, 2014, Salisbury Bancorp, Inc. (NASDAQ: SAL)(“Salisbury”), the bank holding company of Salisbury Bank and Trust Company (“Salisbury Bank”), successfully completed its previously announced merger (the “Merger”) with Riverside Bank (“Riverside”), of Poughkeepsie, New York, with Salisbury Bank, under the terms of the Agreement and Plan of Merger dated March 18, 2014 by and among Salisbury, Salisbury Bank and Riverside Bank.

Section 2. Financial Information 

Item 2.01. Competition of Acquisition or Disposition of Assets

On December 5, 2014, Salisbury filed a Current Report on Form 8-K (the “Original Report”) announcing the completion of the Merger. This Current Report on Form 8-K/A amends the Original Report to provide the historical financial statements of Riverside Bank described in Item 9.01(a) below and the unaudited pro forma financial information described in Item 9.01(b) below.

Section 9. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The required financial statements of Riverside Bank, the business acquired, are included in the Registration Statement filed on September 9, 2014 on Form S-4/A and are incorporated by reference to this Form 8-K/A.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined consolidated financial information required by Item 9.01(b) of Form 8-K is included as Exhibit 99.1 to this amended Current Report on Form 8-K/A.

(c) Not Applicable.

(d) Exhibits.

Exhibit 99.1    Unaudited pro forma condensed combined financial information.

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 hereto duly authorized.

Dated: February 13, 2015	By:	/s/ Donald E. White
		Donald E. White
		Chief Financial Officer

EX-99.1 CHARTER

Salisbury Bancorp Inc., and Subsidiary
Proforma Condensed Consolidated Balance Sheets
Proforma September 30, 2014 and December 31, 2013
(in 000's)
(unaudited)
		September 30, 2014	1		December 31, 2013		Change
ASSETS
Cash and cash equivalents and certificates of deposit	$	59,883		$	22,860	$	37,023
Securities available for sale, at fair value		100,054			114,797		(14,743	)
Loans, net and loans held for sale		656,440			617,116		39,324
Premises and equipment, net		14,506			13,286		1,220
Goodwill		12,553			12,553		—
Identifiable intangible assets		2,749			2,791		(42	)
Cash surrender value of life insurance policies		13,189			11,851		1,338
Other assets		12,260			14,484		(2,224	)
Total assets	$	871,634		$	809,738	$	61,896
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits	$	726,359		$	673,276	$	53,083
Borrowings		36,142			33,390		2,752
Other liabilities		5,413			4,489		924
Total liabilities		767,914			711,155		56,759
Stockholders'  equity		103,720	2		98,583		3,597
Total liabilities and stockholders' equity	$	871,634		$	809,738	$	61,896
Notes:
(1)
September 30, 2014 includes the SAL June 2014 acquisition of a branch from another financial institution.
As a result of this acquisition, cash and cash equivalents increased $16,969,000, loans increased $61,000, intangible assets increased $489,000, fixed assets increased $158,000, and deposits increased $17,678,000, at June 30, 2014.
(2)
Includes dividend adjustment of $0.28 per share per quarter on additional 1,007,000 shares, 1,001,000 of which were issued to Riverside shareholders and an additional 6,000 shares were awarded under the 2011 Long Term Incentive Plan.

Salisbury Bancorp Inc., and Subsidiary
Proforma Condensed Consolidated Statements of Income
Proforma For the Three Months Ended September 30, 2014 and September 30, 2013
Proforma For the Nine Months Ended September 30, 2014 and September 30, 2013
(Unaudited)
	Three Months Ended 1						Nine Months Ended 1
	September 30,						September 30,
		2014			2013		2014		2013
				(in thousands except per share data)
Interest and dividend income:
Interest and fees on loans	$	8,111	2	$	6,971		22,875	2	$20,699
Interest and dividends on securities		851	3		945		2,595	3	2,952
Total interest and dividend income		8,962			7,916		25,470		23,651
Interest expense:
Interest on deposits		521	4		745		1,549	4	2,424
Interest on borrowed funds		311			313		926		939
Total interest expense		832			1,058		2,475		3,363
Net interest and dividend income		8,130			6,858		22,995		20,288
Provision for loan losses		318	5		450		969	5	1,626
Net interest income, after provision for loan losses		7,812			6,408		22,026		18,662
Non-interest income:
Service charges on deposits		760			734		2,173		2,101
Income from fiduciary activities		791			750		2,509		2,299
Other operating income		229			201		535		886
Total non-interest income		1,780			1,685		5,217		5,286
Non-interest expense:			9					9
Salaries and employee benefits		3,447	8		3,492		10,259	8	10,284
Occupancy and equipment expenses		877	6		802		2,565	6	2,321
Other operating expense		2,167	7		1,721		6,738	7	5,565
Total non-interest expense		6,491			6,015		19,562		18,170
Income before income taxes		3,101			2,078		7,681		5,778
Provision for income taxes		898	10		544		2,272	10	1,431
Net income	$	2,203		$	1,534	$	5,409		$4,347
Net income available to common shareholders	$	2,163		$	1,494	$	5,289		$4,227
Shares:
Basic		2,692			2,698		2,691		2,699
Diluted		2,712			2,698		2,711		2,699
Earnings per share:
Basic	$	0.80		$	0.55	$	1.97		$1.57
Diluted	$	0.80		$	0.55	$	1.95		$1.57

1	September 30, 2014 includes the SAL June 2014 acquisition of a branch from another financial institution.
	Impacts from this transaction included in the proforma condensed statements of income for the nine months ending September 30, 2014 are (in whole dollars):
2	No adjustment for incremental PCI accretion is included.  Totals reflect historically reported income adjusted for impact of ASC 310-20 loans
3	Adjusted to reflect estimated yield change as a result of fair value adjustments
4	Adjustment for interest rate mark on time deposits
5	Riverside's historical provision expense reversed as required under purchase accounting
6	Reflects adjustment to depreciation expense resulting from fair value of real estate
7	Reflects amortization of core deposit intangible created through assumption of Riverside's core deposits
8	Reflects adjustment related to certain employee benefits due to Riverside acquisition
9	Reflects estimated net operations cost saves of $142 for the three month period and $426 for the nine month period
10	Reflects a change in taxes from adjustments at an assumed tax rate of 34%
11	Projected adjustment to Interest and fees on loans as a result of ASC 310-20

		ASC 310-20
	Year 1	2,012
	Year 2	1,010
	Year 3	877
	Year 4	702
	Year 5	381
	Total	4,982
12	Projected total interest recognized on PCI loans as a result of fair value adjustments
		PCI
	Year 1	1,295
	Year 2	783
	Year 3	293
	Year 4	129
	Year 5	67
	Total	2,567