VILLAGE BANCORP INC
10-Q, 1995-08-14
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995

                           COMMISSION FILE NO. 0-11786


                              VILLAGE BANCORP, INC.
             (Exact name of Registrant as specified in its charter)


         CONNECTICUT                                           06-1076844
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)


             25 PROSPECT STREET    RIDGEFIELD, CONNECTICUT    06877
              (Address of principal executive offices and Zip Code)


Registrant's telephone number, including area code    (203) 438-9551


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 |_|

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


            CLASS                                 OUTSTANDING AT JULY 31, 1995
 -----------------------------                    ----------------------------
 COMMON STOCK, $3.33 PAR VALUE                             946,949 SHARES


<PAGE>


                              VILLAGE BANCORP, INC.

                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------
PART  I.  FINANCIAL INFORMATION:

        ITEM 1.  Financial Statements

             Condensed Consolidated Balance Sheets
                June 30, 1995 and December 31, 1994 (unaudited)  . . . . . . 1

             Condensed Consolidated Statements of Income For The
                Three Months Ended June 30, 1995 and 1994 (unaudited)
                Six Months Ended June 30, 1995 and 1994 (unaudited)  . . . . 2

             Condensed Consolidated Statements of Cash Flows For The
                Six Months Ended June 30, 1995 and 1994 (unaudited)  . . . . 3

             Notes to Condensed Consolidated Financial Statements
                (unaudited)  . . . . . . . . . . . . . . . . . . . . . . . . 4


        ITEM 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations . . . . . . . . . . . 7



PART II.  OTHER INFORMATION:


        ITEM 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .11

        ITEM 2.  Changes in Securities . . . . . . . . . . . . . . . . . . .11

        ITEM 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . .11

        ITEM 4.  Results of votes of Security Holders  . . . . . . . . . . .11

        ITEM 5.  Other Information . . . . . . . . . . . . . . . . . . . . .11

        ITEM 6.  (a).  Exhibits  . . . . . . . . . . . . . . . . . . . . . .11

                 (b).  Reports on Form 8-K   . . . . . . . . . . . . . . . .11


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12


<PAGE>


VILLAGE BANCORP, INC.
--------------------------------------------------------------------------------

PART  I. - FINANCIAL INFORMATION


<PAGE>


VILLAGE BANCORP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
--------------------------------------------------------------------------------
ASSETS                                              June 30, 1995  Dec. 31, 1994
------                                              -------------  -------------
                                               (In thousands, except share data)

Cash and due from banks                                $   9,734      $   9,643
Federal funds sold                                        12,400          3,250
                                                       ---------      ---------
Total cash and cash equivalents                           22,134         12,893

Securities:
  Available-for-sale (at fair value)                       6,697         11,509
  Held-to-maturity (market value of
  $15,632 at June 30, 1995 and $23,645 at
  December 31, 1994)                                      15,519         24,308

Loans, net of deferred loan fees - Note C                120,226        106,325
Allowance for loan losses                                 (1,527)        (1,551)
                                                       ---------      ---------
Loans - net                                              118,699        104,774

Bank premises and equipment - net                          1,630          1,636
Accrued interest and other assets                          2,315          2,121
                                                       ---------      ---------

TOTAL ASSETS                                           $ 166,994      $ 157,241
                                                       =========      =========


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Deposits:
  Noninterest bearing                                  $  17,505      $  16,023
  Interest bearing                                       134,622        127,398
                                                       ---------      ---------
  Total deposits                                         152,127        143,421

Accrued interest payable                                     801            339
Other liabilities                                            443            427
                                                       ---------      ---------

  Total liabilities                                      153,371        144,187
                                                       ---------      ---------

Stockholders' Equity:
  Common stock, par value $3.33 per share;
      authorized - 2,000,000 shares, issued
      and outstanding, 946,949 at June 30,
      1995 and December 31, 1994                           3,153          3,153
  Additional paid-in capital                               7,959          7,959
  Retained earnings                                        2,491          2,099
  Net unrealized losses on available-
      for-sale securities                                     20           (157)
                                                       ---------      ---------

  Total stockholders' equity                              13,623         13,054
                                                       ---------      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 166,994      $ 157,241
                                                       =========      =========


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 1 -


<PAGE>


VILLAGE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                               JUNE 30,                             JUNE 30,
                                                                        1995              1994              1995              1994
                                                                      --------          --------          --------          --------
                                                                                   (In thousands, except per share data)
<S>                                                                   <C>               <C>               <C>               <C>     
INTEREST INCOME:
  Loans, including fees                                               $  2,551          $  1,816          $  4,847          $  3,596
  Investment securities:
      Taxable                                                              370               429               843               884
      Tax-exempt                                                            27                24                56                48
  Federal funds sold                                                       120                87               160               123
                                                                      --------          --------          --------          --------

  Total interest income                                                  3,068             2,356             5,906             4,651

INTEREST EXPENSE ON DEPOSITS                                             1,154               707             2,088             1,398
                                                                      --------          --------          --------          --------

NET INTEREST INCOME                                                      1,914             1,649             3,818             3,253

PROVISION FOR LOAN LOSSES                                                   55                61               105               103
                                                                      --------          --------          --------          --------

NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                                        1,859             1,588             3,713             3,150
                                                                      --------          --------          --------          --------

OTHER INCOME:
  Security gains/(losses) - net                                              8              --                   6              --
  Other operating income                                                   129               221               265               422
                                                                      --------          --------          --------          --------
  Total other income                                                       137               221               271               422
                                                                      --------          --------          --------          --------
OTHER EXPENSES:
  Salaries and employee benefits                                           814               722             1,547             1,466
  Net occupancy                                                            130               135               269               263
  Furniture and equipment                                                   69                77               142               151
  Data processing services                                                 111               110               229               208
  Regulatory assessments                                                    80                83               134               166
  Printing, stationery and supplies                                         49                42               101                69
  Other operating expenses                                                 288               338               531               623
                                                                      --------          --------          --------          --------
  Total other expenses                                                   1,541             1,507             2,953             2,946
                                                                      --------          --------          --------          --------

INCOME BEFORE PROVISION FOR INCOME TAXES                                   455               302             1,031               626
PROVISION FOR INCOME TAXES                                                 190               162               430               293
                                                                      --------          --------          --------          --------

NET INCOME                                                            $    265          $    140          $    601          $    333
                                                                      ========          ========          ========          ========

PER SHARE DATA - Note E:
Cash dividends declared                                               $    .11          $    .11          $    .22          $    .41
Net income                                                            $    .28          $    .15          $    .63          $    .35
Number of shares outstanding                                           946,949           942,609           946,949           942,609
</TABLE>


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 2 -


<PAGE>


VILLAGE BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
--------------------------------------------------------------------------------

                                                                Six Months
                                                               Ended June 30,
                                                              1995       1994
                                                            --------   --------
OPERATING ACTIVITIES:                                          (In thousands)

Net income                                                  $    601   $    333
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Provision for loan losses                                      105        103
  Provision for depreciation and amortization                    128        126
  (Accretion)/amortization of investment security
    premiums/discounts - net                                     (73)         6
  Net (decrease) increase in deferred loan fees                  (14)        84
  Increase in interest payable                                   462         14
  (Increase) decrease in accrued income and other assets        (194)       353
  Increase in other liabilities                                   16         46
  Origination of loans for sale                                  625     (6,273)
  Proceeds from sales of loans                                  (625)     7,506
                                                            --------   --------

Net cash provided/(used) by operating activities               1,031      2,298
                                                            --------   --------

INVESTING ACTIVITIES:

Proceeds from sales of available-for-sale securities           4,917       --
Proceeds from maturities of available-for-sale securities        438      4,467
Proceeds from maturities of held-to-maturity securities        8,593     13,060
Purchases of available-for-sale securities                      --       (3,465)
Purchases of held-to-maturity securities                         (97)    (9,766)
Net increase in loans                                        (14,016)    (4,317)
Purchases of premises and equipment                             (123)       (65)
                                                            --------   --------

Net cash provided/(used) by investing activities                (288)       (86)
                                                            --------   --------

FINANCING ACTIVITIES:

Net increase (decrease) in deposits                            8,706       (442)
Cash dividends                                                  (208)      (354)
Net proceeds from issuance of common stock                      --           11
                                                            --------   --------
Net cash (used)/provided by financing activities               8,498       (785)
                                                            --------   --------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               9,241      1,427
                                                            --------   --------

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                  12,893     13,911
                                                            --------   --------

CASH AND CASH EQUIVALENTS, END OF PERIOD                    $ 22,134   $ 15,338
                                                            ========   ========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Interest paid on deposits                                 $  1,626   $  1,384
  Income tax payments                                            490        228
  Net unrealized loss on securities held-for-sale                177         80

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 3 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
--------------------------------------------------------------------------------

NOTE A - BASIS OF PRESENTATION

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  reflect all  adjustments  necessary,  consisting  only of
normal recurring accruals, to present fairly the financial position, the results
of  operations,  cash flows and the  changes in  financial  position  of Village
Bancorp, Inc. ("Company") for the periods presented.

Prior to November 18, 1994,  Village Bancorp was a one bank holding company with
The Village Bank & Trust  Company  ("Village")  being it's sole  subsidiary.  On
November 18, 1994, the Company acquired Liberty National Bank  ("Liberty").  The
transaction  was  accounted  for  using  the  pooling-of-interests   method  and
accordingly, all historical financial data was restated to include both entities
for the  appropriate  periods  presented.  On June 20, 1995,  the Company merged
Liberty into Village and now operates Liberty's former office as a branch office
of Village.  As of June 30,  1995,  the Company is once again a one bank holding
company.

While management believes that the disclosures  presented are adequate so as not
to make  the  information  misleading,  it is  suggested  that  these  financial
statements be read in conjunction with the consolidated financial statements and
notes included in the Company's 1994 annual report.

Statement of Financial  Accounting  Standards  (SFAS) No. 114,  "Accounting  for
Impairment of a Loan," as amended by SFAS No. 118  "Accounting  by Creditors for
Impairment of a Loan - Income  Recognition and  Disclosures," was adopted by the
Company as of January 1, 1995 and requires  recognition  of an  impairment  of a
loan when it is  probable  that either the  principal  and/or  interest  are not
collectible in accordance with the terms of the loan  agreement.  Measurement of
the  impairment is based on the present value of expected cash flows  discounted
at the  loan's  effective  rate or,  as a  practical  expedient,  at the  loan's
observable  market  price or the fair  value  of the  collateral  if the loan is
collateral-dependent.  The  impact  on the  Company's  books as a result  of the
implementation  of SFAS No. 114 was not material.  Prior to 1995,  the allowance
for credit losses related to impaired loans was based on undiscounted cash flows
or the fair value of the collateral  for  collateral-dependent  loans.  Prior to
adoption,  the bank  generally  has  applied  payments  on  impaired  loans as a
reduction of principal and will continue to do so.

At June 30, 1995,  the recorded  investment in loans  considered  impaired under
SFAS No.  114 was  approximately  $332,000.  Each  impaired  loan has a  related
allowance for credit losses  determined in accordance with this  statement.  The
total  allowance for credit losses related to impaired loans was $83,000 as June
30, 1995. For the period ending June 30, 1995, the interest income recognized by
the Company on impaired loans was not material.


                                      - 4 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
--------------------------------------------------------------------------------

NOTE B - SECURITIES

The amortized cost and the approximate fair values of securities were as follows
(in thousands):
                                                        June 30, 1995
                                             ----------------------------------
                                             Amortized    Unrealized      Fair
                                               Cost       Gain/(Loss)     Value
                                             ---------    -----------    -------
SECURITIES HELD-TO-MATURITY
U.S. Treasury Securities                      $ 7,466      $   114       $ 7,580
U.S. Government Agency                          5,908          (13)        5,895
Mortgage-backed securities of
  U.S. Government agencies                         76            2            78
Obligations of states and
  political subdivision                         2,069           10         2,079
                                              -------      -------       -------
TOTAL                                         $15,519      $   113       $15,632
                                              =======      =======       =======

SECURITIES AVAILABLE-FOR-SALE
U.S. Treasury Securities                      $ 1,986      $     1       $ 1,987
U.S. Government Agency                          3,025           43         3,068
Mortgage-backed securities of
  U.S. Government agencies                      1,536           (8)        1,528
Corporate securities                               50            1            51
Other                                              64           (1)           63
                                              -------      -------       -------
TOTAL                                         $ 6,661      $    36       $ 6,697
                                              =======      =======       =======



                                                      December 31, 1994
                                             ----------------------------------
                                             Amortized    Unrealized      Fair
                                               Cost       Gain/(Loss)     Value
                                             ---------    -----------    -------
SECURITIES HELD-TO-MATURITY
U.S. Treasury Securities                      $15,340      $  (176)      $15,164
U.S. Government Agency                            249         --             249
Mortgage-backed securities of
  U.S. Government agencies                      6,396         (391)        6,005
Obligations of states and
  political subdivision                         2,323          (96)        2,227
                                              -------      -------       -------
TOTAL                                         $24,308      $  (663)      $23,645
                                              =======      =======       =======

SECURITIES AVAILABLE-FOR-SALE
U.S. Treasury Securities                      $ 6,749      $   (17)      $ 6,732
Mortgage-backed securities of
  U.S. Government agencies                      4,641         (136)        4,505
Corporate securities                              176         --             176
Other                                             100           (4)           96
                                              -------      -------       -------
TOTAL                                         $11,666      $  (157)      $11,509
                                              =======      =======       =======


                                      - 5 -


<PAGE>


VILLAGE BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
--------------------------------------------------------------------------------

At both June 30,  1995 and  December  31, 1994  securities  with a book value of
$351,000  were  pledged to secure  public  deposits  and for other  purposes  as
required or permitted by law and banking regulation.


NOTE C - LOANS
                                                  June 30, 1995    Dec. 31, 1994
                                                  -------------    -------------
                                                            (In thousands)

Real estate                                          $  99,279        $  89,910
Commercial and financial                                11,562            8,657
Installment and consumer credit                          9,752            8,139

Deferred loan fees                                        (367)            (381)
                                                     ---------        ---------

TOTAL                                                $ 120,226        $ 106,325
                                                     =========        =========



NOTE D - STANDBY LETTERS OF CREDIT

On June 30, 1995, standby letters of credit totaled $2,154,000.


NOTE E - STOCKHOLDERS' EQUITY

A $.11  per  share  cash  dividend  was  distributed  on  February  4,  1994  to
stockholders  of record on January 19, 1994. A $.19 per share cash  dividend was
distributed  February 28, 1994 to stockholders of record on February 15, 1994. A
$.11 per share cash  dividend was  distributed  May 6, 1994 to  stockholders  of
record on April 22, 1994.

A $.11 per share cash dividend was distributed  February 3, 1995 to stockholders
of record on January 23,  1995. A $.11 per share cash  dividend was  distributed
May 5, 1995 to stockholders of record on April 26, 1995.


NOTE F - MERGER

On February 24, 1995, Village Bancorp,  Inc. announced plans to merge its wholly
owned  subsidiary  Liberty  National Bank into The Village Bank & Trust Company.
This merger received the necessary  regulatory approvals and occured on June 20,
1995. The Village Bank & Trust Company now operates the former Liberty office as
a branch office of Village.


                                      - 6 -


<PAGE>





VILLAGE BANCORP, INC.

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

GENERAL

Village  Bancorp,  Inc.  ("Company"),  prior to November 18, 1994 was a one bank
holding  company,  with The Village Bank & Trust Company  ("Village")  being its
sole  subsidiary.  On November 18, 1994, the Company  acquired  Liberty National
Bank    ("Liberty").    The    transaction   was   accounted   for   using   the
pooling-of-interests  method and accordingly,  all historical financial data was
restated to include both entities for the appropriate periods presented. On June
20, 1995, the Company merged LNB into Village and now operates  Liberty's former
office as a branch office of Village.  As of June 30, 1995,  the Company is once
again a one bank holding company.

Village  Bancorp,  Inc.  had total  assets of  $166,994,000  on June 30, 1995 in
comparison  to total assets of  $157,241,000  on December  31, 1994.  This is an
increase of $9,753,000 or 6.2%.

For the three month  periods  ended June 30, 1994 and 1995,  the  Company's  net
income  increased  from  $140,000  for the 1994 period to $265,000  for the 1995
period.  Net interest income increased  $265,000 (16.1%) from $1,649,000 for the
1994 period to $1,914,000 for the 1995 period.

For the six month periods ended June 30, 1994 and 1995, the Company's net income
increased from $333,000 for the 1994 period to $601,000 for the 1995 period. Net
interest income  increased  $565,000 (17.4%) from $3,253,000 for the 1994 period
to $3,818,000 for the 1995 period.

The  increase in net  interest  income is  primarily  due to an increase in loan
income, which increased from $3,596,000 during the 1994 period to $4,847,000 for
the 1995 period.


ASSETS AND RELATED INCOME ANALYSIS  (Six Month Comparison)

Loans outstanding on June 30, 1995 totaled  $120,226,000 which is an increase of
$13,901,000 (13.1%) from the $106,325,000  outstanding at December 31, 1994. The
majority  of the  increase in the loan  portfolio  is in the area of real estate
loans  and is  primarily  due to the Bank  originating  mostly  adjustable  rate
mortgage loans.  The Bank normally holds  adjustable rate loans it originates in
portfolio while normally selling fixed rate loans in the secondary market.  Loan
income  increased  $1,251,000  (34.8%)  from  $3,596,000  at  June  30,  1994 to
$4,847,000 at June 30, 1995. This increase is due to an increase


                                      - 7 -


<PAGE>


VILLAGE BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
--------------------------------------------------------------------------------

in the  average  rate  earned from 7.52% in the 1994 period to 8.54% in the 1995
period,  coupled with an increase in average  outstanding loans from $95,637,000
in the 1994 period to $113,578,000 in the 1995 period.

Securities,   which  consist  of  securities   held-to-maturity  and  securities
available-for-sale,  decreased  $13,601,000 (38.0%) from $35,817,000 at December
31, 1994 to  $22,216,000 at June 30, 1995.  Security  income  decreased  $33,000
(3.5%) from  $932,000 in the period ending June 30, 1994 to $899,000 in the 1995
period.  This  decrease  was due to a decrease in the average  dollar  amount of
securities  held, from $35,965,000 in the 1994 period to $28,953,000 in the 1995
period,  offset by an increase in the average rate earned from 5.18% in the 1994
period   to  6.21%  in  the  1995   period.   The   Company   holds   securities
held-to-maturity  until maturity and does not trade them.  Securities classified
as   available-for-sale   are  used  to  compensate  for  liquidity  forecasting
deviations.

Federal funds sold increased $9,150,000 (281.5%) from $3,250,000 at December 31,
1994 to  $12,400,000  at June 30,  1995.  Federal  funds sold  income  increased
$37,000  (30.1%)  from  $123,000  for the 1994 period to  $160,000  for the 1995
period,  primarily  due to an increase in the average  rate earned from 3.69% in
the 1994  period  to 6.07% for the 1995  period,  offset  by a  decrease  in the
average  dollar  amount  outstanding  from  $6,667,000  in the  1994  period  to
$5,276,000 in the 1995 period.


LIABILITIES AND RELATED EXPENSE ANALYSIS  (Six Month Comparison)

Deposits  increased  $8,706,000 (6.1%) from $143,421,000 at December 31, 1994 to
$152,127,000 at June 30, 1995.  Interest on deposits  increased $690,000 (49.4%)
from  $1,398,000  for the 1994 period to  $2,088,000  for the 1995 period.  This
increase was primarily attributable to an increase in the average rate paid from
2.08% in the 1994 period to 2.96% in the 1995  period,  coupled with an increase
in  the  average   outstandings   from  $134,427,000  for  the  1994  period  to
$141,190,000 for the 1995 period.

Salary and employee  benefits  expense  increased  $81,000 (5.5%) primarily as a
result of general salary level increases and certain merger related expenses.

Printing, stationery and supplies expense increased $32,000 (46.4%) from $69,000
in the 1994 period to $101,000 in the 1995 period mainly as a result of one-time
charges associated with the merger.


                                      - 8 -


<PAGE>


VILLAGE BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
--------------------------------------------------------------------------------

ASSETS AND RELATED INCOME ANALYSIS (Three Month Comparison)

Loans  outstanding  increased  $6,954,000  (6.1%)  during the three month period
ended June 30, 1995. This compares to the $3,005,000 (3.2%) increase in the 1994
period.  Loan income  increased  $735,000  (40.5%) from  $1,816,000 for the 1994
period to $2,551,000 for the 1995 period. This increase is due to an increase in
the  average  rate  earned  from 7.59% for the 1994 period to 8.68% for the 1995
period and an increase in average  outstanding  loans from  $95,697,000  for the
1994 period to $117,533,000 for the 1995 period.

Securities,   which  consist  of  securities   held-to-maturity  and  securities
available-for-sale,  decreased  $6,875,000  (23.6%)  during  the 1995  period as
compared to an  increase of  $4,272,000  (13.0%) for the 1994  period.  Security
income  decreased  from  $453,000  for the 1994 period to $397,000  for the 1995
period,  primarily  as a result of a decrease  in the average  dollar  amount of
securities held from $35,145,000 for the 1994 period to $22,946,000 for the 1995
period, offset by an increase in the average rate earned from 5.16% for the 1994
period to 6.92% for the 1995 period.

Federal  funds sold  increased  $9,200,000  (287.5%)  during the 1995  period as
compared to a decrease of $2,300,000 (24.9%) for the 1994 period.  Federal funds
sold  income  increased  $33,000  (37.9%)  from  $87,000  in the 1994  period to
$120,000 in the 1995 period  primarily as a result of an increase in the average
rate  earned of 3.83%  for the 1994  period  as  compared  to 6.13% for the 1995
period  offset by a decrease  in the  average  dollar  amount  outstanding  from
$9,092,000 for the 1994 period as compared to $7,826,000 for the 1995 period.


LIABILITIES AND RELATED EXPENSE ANALYSIS (Three Month Comparison)

Deposits  increased  $10,719,000 (7.6%) during the 1995 period as compared to an
increase  of  $1,308,000  (1.0%)  for the  1994  period.  Interest  on  deposits
increased  $447,000  (63.2%) from $707,000 for the 1994 period to $1,154,000 for
the 1995  period.  This  increase is mainly  attributable  to an increase in the
average  rate paid  from  2.08% in the 1994  period to 3.22% in the 1995  period
along  with  an  increase  in  the  average  dollar  amount   outstanding   from
$136,161,000 for the 1994 period to $143,246,000 for the 1995 period.


LIQUIDITY

Liquidity is the ability to provide funds for loan requests,


                                      - 9 -


<PAGE>


VILLAGE BANCORP, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
--------------------------------------------------------------------------------

unexpected deposit outflows and meeting other recurring  financial  obligations.
Cash and cash  equivalents  at June 30, 1995 were  $22,134,000 or 13.3% of total
assets as compared to  $12,893,000 or 8.2% of total assets at December 31, 1994.
The Bank also  maintains  excess stored  liquidity  reserves to  compensate  for
liquidity  forecasting  deviations.  These  reserves are comprised of investment
grade  securities that are highly  marketable and liquid.  The primary source of
liquidity,  cash and due from banks and federal  funds sold,  have  historically
surpassed the liquidity needs of the Company.  Management  closely  monitors the
Bank's  liquidity/cash  flow  position  and does not  anticipate  any  liquidity
problems in the future.


PROVISION FOR LOAN LOSSES

The provision  for loan losses is closely  monitored by management to maintain a
provision and an allowance  that is considered  adequate.  There is no assurance
that the Bank will not be required to make future  adjustments  to the allowance
in response to changing economic conditions or regulatory examinations.


CAPITAL RESOURCES

The table  below lists the minimum  capital  requirements  along with the Bank's
capital position at June 30, 1995:

Minimum  Capital            Bank's Capital              Capital
   Standard                  Requirement               Position at
----------------            --------------             -----------

Total capital to risk
 weighted assets                 8.00%                    13.78%

Stockholders' equity to
 risk weighted assets            4.00%                    12.97%

Leverage ratio                3.0 - 5.0%                   8.68%


                                     - 10 -


<PAGE>


VILLAGE BANCORP, INC.

--------------------------------------------------------------------------------


PART  II. - OTHER INFORMATION


<PAGE>


VILLAGE BANCORP, INC.

--------------------------------------------------------------------------------


PART II.  -  OTHER INFORMATION



Item 1.  Legal Proceedings                       Not Applicable


Item 2.  Changes in Securities                   Not Applicable


Item 3.  Defaults Upon Senior Securities         Not Applicable


Item 4.  Results of Votes of Security Holders    Not Applicable


Item 5.  Other Information                       Not Applicable


Item 6.  Exhibits and Reports on Form 8-K


  (a)    Exhibits - None

  (b)    Reports on  Form 8-K - There were no reports on  Form 8-K filed for the
           three months ended June 30, 1995.


                                     - 11 -


<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                            Village Bancorp, Inc.
                                            ---------------------
                                                (Registrant)






Date:                                /s/  Robert V. Macklin
     -----------              --------------------------------------
                              Robert V. Macklin, President and Chief
                                       Executive Officer





Date:                                 /s/  Gerard P. Shpunt
     -----------             ----------------------------------------
                             Gerard P. Shpunt - Senior Vice President
                                         and Controller








                                     - 12 -



<TABLE> <S> <C>


<ARTICLE>                                            9
<MULTIPLIER>                                      1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-START>                                 JAN-01-1995
<PERIOD-END>                                   JUN-30-1995
<CASH>                                         9,734
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               12,400
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    6,697
<INVESTMENTS-CARRYING>                         15,519
<INVESTMENTS-MARKET>                           15,632
<LOANS>                                        120,226
<ALLOWANCE>                                    (1,527)
<TOTAL-ASSETS>                                 166,994
<DEPOSITS>                                     152,127
<SHORT-TERM>                                   0
<LIABILITIES-OTHER>                            1,244
<LONG-TERM>                                    0
<COMMON>                                       3,153
                          0
                                    0
<OTHER-SE>                                     10,470
<TOTAL-LIABILITIES-AND-EQUITY>                 166,994
<INTEREST-LOAN>                                4,847
<INTEREST-INVEST>                              899
<INTEREST-OTHER>                               160
<INTEREST-TOTAL>                               5,906
<INTEREST-DEPOSIT>                             2,088
<INTEREST-EXPENSE>                             2,088
<INTEREST-INCOME-NET>                          3,818
<LOAN-LOSSES>                                  105
<SECURITIES-GAINS>                             6
<EXPENSE-OTHER>                                2,953
<INCOME-PRETAX>                                1,031
<INCOME-PRE-EXTRAORDINARY>                     1,031
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   601
<EPS-PRIMARY>                                  .63
<EPS-DILUTED>                                  .63
<YIELD-ACTUAL>                                 5.16
<LOANS-NON>                                    702
<LOANS-PAST>                                   297
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               1,551
<CHARGE-OFFS>                                  136
<RECOVERIES>                                   7
<ALLOWANCE-CLOSE>                              1,527
<ALLOWANCE-DOMESTIC>                           680
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        847
        


</TABLE>


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