UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
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 April 30, 1997
Common Stock, $3.33 Par Value 952,317 shares
<PAGE>
VILLAGE BANCORP, INC.
TABLE OF CONTENTS
PAGE NO.
PART I. FINANCIAL INFORMATION:
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets
March 31, 1997 and December 31, 1996 (unaudited). . . . . . . . 1
Condensed Condolidated Statements of Income For The
Three Months Ended March 31, 1997 and 1996 (unaudited). . . . . 2
Condensed Consolidated Statements of Cash Flows For The
Three Months Ended March 31, 1997 and 1996 (unaudited). . . . . 3
Notes to Condensed Consolidated Financial Statements
(unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . 4
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . 8
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 . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 6. (a). Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . 12
(b). Reports on Form 8-K . . . . . . . . . . . . . . . . . . . 12
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE>
VILLAGE BANCORP, INC.
_______________________________________________________________________________
PART I. - FINANCIAL INFORMATION
<PAGE>
VILLAGE BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS March 31, 1997 Dec. 31, 1996
-------------- -------------
(In thousands)
Cash and due from banks $ 9,318 $ 8,545
Federal funds sold 4,450 6,600
--------- ---------
Total cash and cash equivalents 13,768 15,145
Securities:
Available-for-sale, at fair value 13,644 15,706
Held-to-maturity, at amortized cost (fair
value of $26,345 at March 31, 1997 and
$17,135 at December 31, 1996) 26,615 17,198
Federal Home Loan Bank stock, at cost 712 712
Loans, net of deferred loan fees - Note C 131,320 126,836
Allowance for loan losses (1,359) (1,356)
-------- ---------
Loans - net 129,961 125,480
Loans held for sale -- 50
Bank premises and equipment - net 1,503 1,509
Accrued interest and other assets 4,959 3,750
--------- ---------
TOTAL ASSETS $191,162 $ 179,550
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest bearing $ 15,651 $ 15,125
Interest bearing 158,007 147,500
--------- ---------
Total deposits 173,658 162,625
Accrued interest payable 1,230 912
Other liabilities 790 716
--------- ---------
Total liabilities 175,678 164,253
--------- ---------
Stockholders' Equity:
Common stock, par value $3.33 per share;
authorized - 2,000,000 shares,
issued and outstanding, 952,317 at March 31,
1997 and 952,117 at Dec. 31, 1996 3,172 3,171
Additional paid-in capital 7,997 7,996
Retained earnings 4,381 4,143
Net unrealized losses on available-
for-sale securities, net of tax (66) (13)
--------- ---------
Total stockholders' equity 15,484 15,297
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 191,162 $ 179,550
========= =========
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 1 -
<PAGE>
VILLAGE BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED)
- --------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31,
1997 1996
---------- ----------
(In thousands, except per share data)
INTEREST INCOME:
Loans, including fees $ 2,713 $ 2,648
Securities:
Taxable 457 483
Tax-exempt 35 29
Federal funds sold 107 133
-------- --------
Total interest income 3,312 3,293
INTEREST EXPENSE ON DEPOSITS 1,343 1,328
-------- --------
NET INTEREST INCOME 1,969 1,965
PROVISION FOR LOAN LOSSES 15 30
-------- --------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,954 1,935
-------- --------
OTHER INCOME:
Other operating income 133 121
-------- --------
Total other income 133 121
-------- --------
OTHER EXPENSES:
Salaries and employee benefits 813 781
Net occupancy 141 153
Furniture and equipment 58 70
Data processing services 140 129
Regulatory assessments 3 1
Printing, stationery and supplies 40 43
Other operating expenses 318 269
-------- --------
Total other expenses 1,513 1,446
-------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES 574 610
PROVISION FOR INCOME TAXES 165 218
-------- --------
NET INCOME $ 409 $ 392
======== ========
PER SHARE DATA - Note E:
Cash dividends declared $ .18 $ .15
Net income $ .42 $ .41
Weighted average number of common and
common equivalent shares outstanding 963,714 957,181
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
- 2 -
<PAGE>
VILLAGE BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
- --------------------------------------------------------------------------------
Three Months
Ended March 31,
1997 1996
----- -----
(In thousands)
OPERATING ACTIVITIES:
Net income $ 409 $ 392
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Provision for loan losses 15 30
Provision for depreciation and amortization 59 61
(Accretion)/amortization of security
premiums/discounts - net (13) (151)
Net decrease in deferred loan fees (21) (39)
Increase in interest payable 318 235
Increase in accrued income and other assets (1,172) (297)
Increase in other liabilities 74 208
Origination of loans held for sale (2,499) (3,367)
Proceeds from sales of loans 2,549 3,602
------- -------
Net cash (used) provided by operating activities (281) 674
------- -------
INVESTING ACTIVITIES:
Proceeds from maturities of available-for-sale securities 2,018 4,086
Proceeds from maturities of held-to-maturity securities 3 501
Purchases of held-to-maturity securities (9,453) (9,263)
Net (increase) decrease in loans (4,475) 1,337
Purchases of premises and equipment (53) (36)
------- -------
Net cash used in investing activities (11,960) (3,375)
------- -------
FINANCING ACTIVITIES:
Net increase in deposits 11,033 3,801
Cash dividends (171) (143)
Net proceeds from issuance of common stock 2 6
------- -------
Net cash provided by financing activities 10,864 3,664
------- -------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,377) 963
------- -------
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 15,145 17,325
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $13,768 $18,288
======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid on deposits $ 1,025 $ 1,093
Tax payments 205 118
Change in net unrealized losses on
available-for-sale securities, net of tax (53) (47)
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. In preparing such
financial statements, management is required to make estimates and assumptions
that effect the reported amounts. Actual results could differ significantly from
those estimates.
The Company's consolidated financial statements include the accounts of
Village Bancorp, Inc. and its wholly owned sudsidiary The Village Bank & Trust
Company ("Village") and have been prepared in accordance with generally accepted
accounting principles and conform with predominant practices used within the
banking industry.
Village is engaged in the business of commercial banking and operates four
branch banking offices in Fairfield and Litchfield counties in Connecticut, and
is principally engaged in lending and deposit gathering activities within these
counties.
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 1996 annual report.
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." SFAS No. 123 establishes a fair value based method of accounting
for stock-based compensation plans and encourages, but does not require,
entities to adopt that method in place of the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," for all arrangements under which employees receive shares of stock
or other equity instuments of the employer or the employer incurs liabilities to
employees in amounts based on the price of the stock. SFAS No. 123 also
establishes fair value as the measurement basis for transactions in which an
entity acquires goods or services from non-employees in exchange for equity
instruments. The accounting provisions of SFAS No. 123 are effective for
transactions entered into
- 4 -
<PAGE>
VILLAGE BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
- --------------------------------------------------------------------------------
after December 15, 1995. Effective January 1, 1996, the Company adopted SFAS No.
123 and has decided that it will continue measuring compensation cost for
employee stock compensation plans in accordance with the provisions of APB No.
25.
(SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities," specifies accounting and reporting
standards for transfers and servicing of financial assets and extinguishments of
liabilities and for distinguishing whether a transfer of financial assets in
exchange for cash or other consideration should be accounted for as a sale or as
a pledge of collateral in a secured borrowing. SFAS No. 125 is effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after December 31, 1996, except for certain provisions (relating to
the accounting for secured borrowings and collateral and the accounting for
transfers and servicing or repurchase agreements, dollar rolls, securities
lending and similiar transactions) which have been deferred until January 1,
1998 in accordance with SFAS No. 127, "Deferral of the Effective Date of Certain
Provisions of FASB Statement No. 125." The Adoption of these standards has not
and is not expected to have a material impact on the Bank's financial
statements.
On March 3, 1997, the Financial Accounting Standards Board issued SFAS No.
128, Earnings per Share. SFAS No. 128 is effective for financial statements
issued for periods ending after December 15, 1997, including interim periods.
Earlier application is not permitted. Restatement of all prior-period earnings
per share ("EPS") data presented is required when SFAS No. 128 is implemented.
SFAS No. 128 establishes standards for computing and presenting "Basic" and
"Diluted" EPS. SFAS No. 128 states that the "Basic EPS" excludes dilution and is
computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period; "Diluted
EPS" reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that would then share in the earnings
of the entity. "Diluted EPS" is computed similiarly to "Fully Diluted EPS"
pursuant to APB Opinion No. 15.
- 5 -
<PAGE>
VILLAGE BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
- --------------------------------------------------------------------------------
NOTE B - SECURITIES
The amortized cost and the approximate fair values of securities were as follows
(in thousands):
<TABLE>
<CAPTION>
March 31, 1997
----------------------------------------------------------------
Amortized Unrealized Fair
Cost Gain (Loss) Value
---- ---- ---- -----
<S> <C> <C> <C> <C>
SECURITIES HELD-TO-MATURITY
U.S. Treasury Securities $16,505 $ 21 $ (214) $16,312
U.S. Government Agency 4,649 8 (63) 4,594
Mortgage-backed securities
of U.S. Government agencies 61 -- -- 61
Obligations of states and
political subdivisions 5,400 27 (49) 5,378
------- ------- ------- -------
TOTAL $26,615 $ 56 $ (326) $26,345
======= ======= ======= =======
SECURITIES AVAILABLE FOR SALE
U.S. Treasury Securities $13,296 $ 1 $ (110) $13,187
Mortgage-backed securities
of U.S. Government agencies 414 -- (3) 411
Other 46 -- -- 46
------- ------- ------- -------
TOTAL $13,756 $ 1 $ (113) $13,644
======= ======= ======= =======
<CAPTION>
December 31, 1996
----------------------------------------------------------------
Amortized Unrealized Fair
Cost Gain (Loss) Value
---- ---- ---- -----
<S> <C> <C> <C> <C>
SECURITIES HELD-TO-MATURITY
U.S. Treasury Securities $ 9,824 $ 31 $ (96) $ 9,759
Mortgage-backed securities
of U.S. Government agencies 4,735 15 (34) 4,716
Obligations of states and
political subdivisions 2,639 37 (16) 2,660
------- ------- ------- -------
TOTAL $17,198 $ 83 $ (146) $17,135
======= ======= ======= =======
SECURITIES AVAILABLE FOR SALE
U.S. Treasury Securities $15,250 $ 6 $ (27) $15,229
Mortgage-backed securities
of U.S. Government agencies 430 -- -- 430
Other 48 -- (1) 47
------- ------- ------- -------
TOTAL $15,728 $ 6 $ (28) $15,706
======= ======= ======= =======
</TABLE>
- 6 -
<PAGE>
VILLAGE BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
(Continued)
- --------------------------------------------------------------------------------
At March 31, 1997 and December 31, 1996 securities with a book value of
$1,139,000 and $1,140,000, respectively, were pledged to secure public deposits
and for other purposes as required by law and banking regulation.
NOTE C - LOANS
March 31, 1997 Dec. 31, 1996
-------------- -------------
(In thousands)
Real estate $ 107,283 $ 104,561
Commercial and financial 14,591 12,621
Installment and consumer credit 9,688 9,917
Deferred loan fees (242) (263)
--------- ---------
Total $ 131,320 $ 126,836
========= =========
NOTE D - STANDBY LETTERS OF CREDIT
On March 31, 1997, standby letters of credit totaled $1,793,000.
NOTE E - STOCKHOLDERS' EQUITY
A $.15 per share cash dividend was distributed February 2, 1996 to
stockholders of record on January 19, 1996. An $.18 per share cash dividend was
distributed February 7, 1997 to stockholders of record on January 30, 1997.
NOTE F - PENDING ITEMS
The Bank is in the process of constructing a new building in Danbury,
Connecticut. Costs incurred relating to the construction in process aggregated
$1,877,000 as of March 31, 1997, and such costs are included in other assets.
Construction is expected to be completed early in the third quarter of 1997.
The Bank is in the process of opening a new branch office in leased space
in Westport, Connecticut. The full service office is expected to open in June of
1997.
- 7 -
<PAGE>
VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
GENERAL
Village Bancorp, Inc. (Company) through its only subsidiary, The Village
Bank & Trust Company (Village or the Bank) had total assets of $191,162,000 on
March 31, 1997 in comparison to total assets of $179,550,000 on December 31,
1996. This is an increase of $11,612,000 or 6.47%.
For the three month periods ended March 31, 1996 and 1997, the Banks net
earnings increased from $392,000 for the 1996 period to $409,000 for the 1997
period. Net interest income increased $4,000 from $1,965,000 for the 1996 period
to $1,969,000 for the 1997 period.
ASSETS AND RELATED INCOME ANALYSIS
Loans outstanding on March 31, 1997 totaled $131,320,000 which is an
increase of $4,484,000 (3.5%) from the $126,836,000 outstanding at December 31,
1996. This increase in loans is primarily attributable to a combination of
factors. The Bank increased its marketing effort in this area and expanded its
adjustable rate product line with a new selection of choices. These new product
lines have been well received, and as the Bank generally retains adjustable rate
loans for its own portfolio, this contributed to the increase in the mortgage
loan area. Loan income increased $65,000 (2.5%) from $2,648,000 at March 31,
1996 to $2,713,000 at March 31, 1997. This increase is due to an increase in
average outstanding loans, from $119,880,000 in the 1996 period to $129,227,000
for the 1997 offset by a decrease in the average rate earned, from 8.84% for the
1996 period to 8.40% for the 1997 period.
Securities, which consists of securities held-to-maturity and securities
available-for-sale, increased $7,355,000 (22.4%) from $32,904,000 at December
31, 1996 to $40,259,000 at March 31, 1997. Security income decreased $20,000
(3.9%) from $512,000 in the period ending March 31, 1996 to $492,000 in the 1997
period. This decrease resulted primarily from a decrease in the average dollar
amount outstanding from $35,595,000 for the 1996 period to $33,829,000 for the
1997 period, offset by an increase in the average rate earned from 5.75% for the
1996 period to 5.82% for the 1997 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.
- 8 -
<PAGE>
VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
- --------------------------------------------------------------------------------
Federal funds sold decreased $2,150,000 (32.6%) from $6,600,000 at December
31, 1996 to $4,450,000 at March 31, 1997. Federal funds sold income decreased
$26,000 (19.5%) from $133,000 for the 1996 period to $107,000 for the 1997
period, primarily due to a decrease in the average dollar amount outstanding
from $9,989,000 in the 1996 period to $8,325,000 for the 1997 period coupled
with a decrease in the average rate earned from 5.33% in the 1996 period to
5.14% in the 1997 period.
LIABILITIES AND RELATED EXPENSE ANALYSIS
Deposits increased $11,033,000 (6.8%) from $162,625,000 at December 31,
1996 to $173,658,000 at March 31, 1997. Interest on deposits increased $15,000
(1.1%) from $1,328,000 for the 1996 period to $1,343,000 for the 1997 period.
This increase is primarily attributable to an increase in the average
outstandings from $159,728,000 for the 1996 period to $167,069,000 for the 1997
period offset by a decrease in the average rate paid from 3.33% in the 1996
period to 3.21% in the 1997 period.
Other operating expense increased $49,000 (18.2%) from $269,000 in the 1996
period to $318,000 in the 1997 period, primarily as a result of a $29,000
increase in advertising expense and a $14,000 increase in public relations
expense. These expenses are part of an increased effort to market the Bank and
its services.
LIQUIDITY
Liquidity is the ability to provide funds for loan requests, unexpected
deposit outflows and meeting other recurring financial obligations. Cash and
cash equivalents at March 31, 1997 were $13,768,000 or 7.2% of total assets as
compared to $15,145,000 or 8.4% of total assets at December 31, 1996. 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 sources 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.
- 9 -
<PAGE>
VILLAGE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
- --------------------------------------------------------------------------------
CAPITAL RESOURCES
The table below lists the minimum capital requirements along with the Bank's
capital position at March 31, 1997:
Capital Minimum Capital Bank's Capital
Standard Requirement Position
- -------- ----------- --------
Total capital to risk
weighted assets 8.0% 13.54%
Stockholders' equity to
risk weighted assets 4.0% 14.72%
Leverage ratio 3.0 - 5.0% 8.44%
FORWARD-LOOKING STATEMENTS
The Company has made, and may continue to make, various forward-looking
statements with respect to earnings, credit quality and other financial and
business matters for periods subsequent to March 31, 1997. The Company cautions
that these forward-looking statements are subject to numerous assumptions, risks
and uncertainties, and that statements relating to subsequent periods
increasingly are subject to greater uncertainty because of the increased
likelihood of changes in underlying factors and assumptions. Actual results
could differ materially from forward-looking statements.
In addition to those factors previously disclosed by the Company and those
factors identified elsewhere herein, the following factors could cause actual
results to differ materially from such forward-looking statements; competitive
pressures on loan and deposit product pricing; other actions of competitors;
changes in economic conditions; the extent and timing of actions of the Federal
Reserve Board; customer deposit disintermediation; changes in customers'
acceptance of the Company's products and services; and the extent and timing of
legislative and regulatory actions and reform.
The Company's forward-looking statements speak only as of the date on which
such statements are made. By making any forward-looking statements, the Company
assumes no duty to update them to reflect new, changing or unanticipated events
of circumstances.
- 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.
(a) The Annual Meeting of Stockholders was held on April 28, 1997 at the
offices of The Village Bank & Trust Company. There were no solicitations in
opposition to any of management's nominees for directors or other motions acted
on at the meeting.
(b) To elect six members of the Board of Directors to serve until the
Annual Meeting of Stockholders after their terms expire, or until their
successors are duly elected and qualified.
All nominees for Directors were elected to their terms:
Jose P. Boa 3 Year Term (2000)
Robert V. Macklin 3 Year Term (2000)
Antonio M. Resendes 3 Year Term (2000)
James R. Umbarger Jr. 3 Year Term (2000)
Edward J. Hannafin 2 Year Term (1999)
Nicholas R. DiNapoli 1 Year Term (1998)
Directors whose terms of office continued and the expiration date of their
terms are as follows:
Enrico J. Addessi 1999 Richard O. Carey 1998
Madeline F. Contegni 1998 Jeanne M. Cook 1999
Joseph L. Knapp 1999 Carl Lecher 1998
Thomas F. Reynolds 1999 Robert Scala 1998
(c) To increase the authorized number of common shares from 2,000,000 to
10,000,000 shares.
Votes Cast
For 602,944
Against 62,263
Abstain 7,960
(d) To ratify the appointment of an independent public accountant (Deloitte
& Touche LLP, Stamford, Connecticut) as auditors for 1997.
Votes Cast
For 632,227
Against 37,513
Abstain 3,427
- 11 -
<PAGE>
VILLAGE BANCORP, INC.
_______________________________________________________________________________
PART II. - OTHER INFORMATION - Continued
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 March 31, 1997.
- 12 -
<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: May 12, 1997 /s/ Robert V. Macklin
---------------- ---------------------------------------
Robert V. Macklin, President and
Chief Executive Officer
Date: May 12, 1997 /s/ James R. Umbarger
---------------- ---------------------------------------
James R. Umbarger, Executive Vice Pres.
and Chief Financial Officer
- 13 -
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 9,244
<INT-BEARING-DEPOSITS> 74
<FED-FUNDS-SOLD> 4,450
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,644
<INVESTMENTS-CARRYING> 26,615
<INVESTMENTS-MARKET> 26,345
<LOANS> 131,320
<ALLOWANCE> 1,359
<TOTAL-ASSETS> 191,162
<DEPOSITS> 173,658
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,020
<LONG-TERM> 0
0
0
<COMMON> 3,172
<OTHER-SE> 12,312
<TOTAL-LIABILITIES-AND-EQUITY> 191,162
<INTEREST-LOAN> 2,713
<INTEREST-INVEST> 492
<INTEREST-OTHER> 107
<INTEREST-TOTAL> 3,312
<INTEREST-DEPOSIT> 1,343
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 1,969
<LOAN-LOSSES> 15
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,513
<INCOME-PRETAX> 574
<INCOME-PRE-EXTRAORDINARY> 574
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 409
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.42
<YIELD-ACTUAL> 7.70
<LOANS-NON> 1,544
<LOANS-PAST> 3
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,544
<ALLOWANCE-OPEN> 1,356
<CHARGE-OFFS> 17
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 1,359
<ALLOWANCE-DOMESTIC> 1,359
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 989
</TABLE>
