UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1998
Commission File No. 33-12756-B
COMMUNITY BANCORP, INC.
A Massachusetts Corporation
IRS Employer Identification No. 04-2841993
17 Pope Street, Hudson, Massachusetts 01749
Telephone - (978) 568-8321
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
--- ---
Common Stock
$2.50 par value
2,944,588 shares outstanding
as of July 31, 1998
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
COMMUNITY BANCORP, INC.
Item 1. CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 15,433,367 $ 16,704,667
Federal funds sold 27,500,000 14,600,000
Securities available for sale, at market 32,618,632 38,880,166
Securities held to maturity (market value
$73,609,454 at 6/30/98 and $56,404,323
at 12/31/97) 73,245,552 56,304,224
Mortgage loans held for sale 2,227,986 2,173,322
Loans 135,467,862 139,839,853
Less allowance for possible loan losses 3,125,204 3,215,559
----------- -----------
Total net loans 132,342,658 136,624,294
Premises and equipment, net 4,771,593 4,637,965
Other assets, net 3,479,564 3,625,889
----------- -----------
Total assets $291,619,352 $273,550,527
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest bearing $ 58,211,021 $ 55,678,794
Interest bearing 184,757,920 177,109,740
----------- -----------
Total deposits 242,968,941 232,788,534
Federal funds purchased and securities
sold under repurchase agreements 22,849,432 16,637,064
Other liabilities 1,679,260 1,688,830
----------- -----------
Total liabilities 267,497,633 251,114,428
Stockholders' equity:
Preferred stock, $2.50 par value, 100,000
shares authorized, none issued or outstanding
Common stock, $2.50 par value, 12,000,000
shares authorized, 3,199,218 shares issued,
2,944,588 share outstanding, (2,926,257
shares outstanding at 12/31/97) 7,998,045 7,998,045
Surplus 524,106 414,120
Undivided profits 17,864,737 16,418,790
Treasury stock, at cost, 254,630 shares,
(272,961 shares at 12/31/97) (2,364,573) (2,529,552)
Accumulated other comprehensive income 99,404 134,696
Total stockholders' equity 24,121,719 22,436,099
----------- -----------
Total liabilities and
stockholders' equity $291,619,352 $273,550,527
=========== ===========
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------- ---------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $3,270,641 $3,256,817 $6,617,533 $6,352,283
Interest and div. on securities:
Taxable interest 1,368,854 1,310,265 2,646,613 2,609,664
Nontaxable interest 119,728 75,617 214,695 138,616
Dividends 15,247 13,655 31,917 28,732
Interest on federal funds sold 265,544 69,520 450,435 156,032
--------- --------- --------- ---------
Total interest income 5,040,014 4,725,874 9,961,193 9,285,307
--------- --------- --------- ---------
Interest expense:
Deposits 1,663,439 1,492,635 3,273,059 2,966,537
Short term borrowings 230,067 198,231 426,221 363,563
--------- --------- --------- ---------
Total interest expense 1,893,506 1,690,866 3,699,280 3,330,100
--------- --------- --------- ---------
Net interest income 3,146,508 3,035,008 6,261,913 5,955,207
Provision for loan losses 0 0 0 0
--------- --------- --------- ---------
Net interest income after
provision for loan losses 3,146,508 3,035,008 6,261,913 5,955,207
--------- --------- --------- ---------
Noninterest income:
Merchant credit card assessments 288,920 243,806 593,125 492,592
Service charges 149,661 161,096 297,839 315,125
Other charges, commissions, fees 244,405 235,856 511,592 428,355
Gains on sales of loans, net 103,801 13,401 146,529 15,986
Gains (losses) on sales of
securities, net 0 11,012 0 (1,864)
Other 20,464 7,666 40,767 41,223
--------- --------- --------- ---------
Total noninterest income 807,251 672,837 1,589,852 1,291,417
--------- --------- --------- ---------
Noninterest expense:
Salaries and benefits 1,246,516 1,168,189 2,507,595 2,357,574
Data processing 136,319 147,841 284,976 291,620
Occupancy, net 138,991 142,375 283,556 275,123
Furniture and equipment 113,415 102,608 230,402 202,979
Credit card processing 261,308 204,988 504,214 405,546
Other 505,728 623,203 1,028,663 1,138,835
--------- --------- --------- ---------
Total noninterest expense 2,402,277 2,389,206 4,839,406 4,671,677
--------- --------- --------- ---------
Income before income taxes 1,551,482 1,318,639 3,012,359 2,574,947
Income taxes 568,187 493,881 1,108,468 974,374
--------- --------- --------- ---------
Net income $ 983,295 $ 824,758 $1,903,891 $1,600,573
========= ========= ========= =========
Earnings per common share $ .335 $ .280 $ .649 $ .545
Dividends per share $ .079 $ .070 $ .156 $ .138
Weighted average number of shares 2,937,739 2,941,845 2,932,030 2,938,448
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------- ---------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income $ 983,295 $ 824,758 $1,903,891 $1,600,573
Other comprehensive income:
Unrealized securities gains
(losses) arising during period (73,665) 81,161 (64,290) 20,482
Income tax (expense) benefit on
securities gains (losses)
arising during period 32,961 (34,172) 28,998 (8,083)
-------- -------- --------- ---------
Net unrealized securities gains
(losses) arising during period (40,704) 46,989 (35,292) 12,399
-------- -------- --------- ---------
Less: reclassification
adjustment for securities
(gains) losses included in
income 0 (11,012) 0 1,864
Income tax expense (benefit) on
securities (gains) losses
included in income 0 4,658 0 (788)
-------- -------- --------- ---------
Net reclassification adjustments
for securities (gains) losses
included in net income 0 (6,354) 0 1,076
-------- -------- --------- ---------
Other comprehensive income (40,704) 40,635 (35,292) 13,475
-------- -------- --------- ---------
Comprehensive income $ 942,591 $ 865,393 $1,868,599 $1,614,048
======== ======== ========= =========
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Six months ended
June 30,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 9,845,170 $ 9,062,384
Fees and commissions received 1,741,754 1,261,225
Proceeds from secondary market
mortgage sales 23,286,797 4,108,857
Origination of mortgage loans for
secondary market sales (22,845,447) (4,369,944)
Interest paid (3,704,455) (3,371,741)
Cash paid to suppliers & employees (4,662,779) (4,271,528)
Income taxes paid (1,158,380) (1,011,010)
---------- ----------
Net cash provided by operating activities 2,502,660 1,408,243
---------- ----------
Cash flows from investing activities:
Maturities and principal repayments of
securities available for sale 6,281,845 2,839,300
Maturities and principal repayments of
securities held to maturity 12,753,012 6,017,668
Sales of securities available for sale 0 2,004,596
Purchases of securities available for sale (84,600) (10,068,750)
Purchases of securities held to maturity (29,694,341) (6,029,533)
Net change in federal funds sold (12,900,000) 4,600,000
Net change in loans and other real estate
owned 4,215,306 (5,629,058)
Proceeds from sales of other real estate
owned 0 15,600
Acquisition of property, plant and equipment (568,130) (426,416)
---------- ----------
Net cash used in investing activities (19,996,908) (6,676,593)
---------- ----------
Cash flows from financing activities:
Net change in deposits 10,180,406 1,006,456
Net change in federal funds purchased (3,000,000) 0
Net change in repurchase agreements 9,212,368 8,681,147
Sale of treasury stock 274,965 150,019
Dividends paid (444,791) (393,290)
---------- ----------
Net cash provided by financing activities 16,222,948 9,444,332
---------- ----------
Net increase in cash and due from banks (1,271,300) 4,175,982
Cash and due from banks at beginning
of period 16,704,667 14,391,567
---------- ----------
Cash and due from banks at end of period $15,433,367 $18,567,549
========== ==========
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Reconciliation of Net Income to Net Cash Provided by Operating Activities
<CAPTION>
Six months ended
June 30,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Net income $ 1,903,891 $ 1,600,573
Adjustments to reconcile net income
to net cash provided by operating
activities:
Decrease (increase) in mortgage loans
held for sale 330,898 (329,294)
Premium on sale of mortgages 110,452 68,207
Depreciation and amortization 434,503 394,158
(Decrease) increase in other liabilities (257,869) 5,992
(Increase) in taxes payable (49,912) (36,636)
(Decrease) in interest payable (5,175) (41,641)
Decrease (increase) in other assets 151,895 (30,192)
(Increase) in interest receivable (116,023) (222,924)
---------- ----------
Total adjustments 598,769 (192,330)
---------- ----------
Net cash provided by operating activities $ 2,502,660 $ 1,408,243
========== ==========
<FN>
See accompanying notes.
</TABLE>
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<PAGE>
COMMUNITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
_________________________________________________________________________
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The results of operations for
any interim period are not necessarily indicative of results expected
for the full year. These consolidated financial statements should be
read in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report to
shareholders and Form 10-K for the year ended December 31, 1997.
2. EARNINGS PER SHARE
The Company adopted Financial Accounting Standards Board Statement
No. 128, "Earnings Per Share" (SFAS No. 128), effective December 31,
1997. This Statement requires the presentation of "basic" earnings
per share, which excludes the effect of dilution, and "diluted"
earnings per share, which includes the effect of dilution. The
Company's "basic" and "diluted" earnings per share computations are
identical in the periods presented, as there is no dilution effect.
Earnings per share is based on the weighted average number of shares
outstanding during the period.
3. COMPREHENSIVE INCOME
The Company adopted Financial Accounting Standards Board Statement
No. 130, "Reporting Comprehensive Income" (SFAS No. 130), effective
January 1, 1998. Components of comprehensive income are net income
and all other non-owner changes in equity. The Statement requires
that an enterprise (a) classify items of other comprehensive income
by their nature in a financial statement and (b) display the
accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity
section of a statement of financial position. Reclassification of
financial statements for earlier periods provided for comparative
purposes is required. The Company has chosen to disclose
comprehensive income in the Consolidated Statements of Comprehensive
Income. Prior year data has been restated to conform to the
requirements of SFAS No. 130.
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4. OPERATING SEGMENTS
The Company adopted Financial Accounting Standards Board Statement
No. 131, "Disclosures About Segments of an Enterprise and Related
Information", (SFAS No. 131), effective January 1, 1998. This
Statement establishes standards for reporting information about
segments in annual and interim financial statements. SFAS No. 131
introduces a new model for segment reporting called the "management
approach". The management approach is based on the way the chief
operating decision-maker organizes segments within the company for
making operating decisions and assessing performance. Reportable
segments are based on products and services, geography, legal
structure, management structure and any other in which management
disaggregates a company. Based on the "management approach" model,
the Company has determined that its business is comprised of a single
operating segment and that SFAS No. 131 therefore has no impact on
its financial statements.
5. RECLASSIFICATIONS
Certain amounts in the prior period's financial statements have been
reclassified to be consistent with the current period's presentation.
The reclassifications have no effect on net income.
-8-
<PAGE>
PART I - FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SUMMARY
The Company recorded net income of $1,903,891 for the six months ended
June 30, 1998, representing an increase of $303,318 or 19.0% over
$1,600,573 for the six months ended June 30, 1997. Earnings per share of
$.649 for the current period represented an increase of $.104 from $.545
for the corresponding period in 1997.
The Company recorded net income of $983,295 for the three months ended
June 30, 1998, representing an increase of $158,537 or 19.2% over
$824,758 for the three months ended June 30, 1997 Earnings per share of
$.335 for the current period represented an increase of $.055 from $.280
for the corresponding period in 1997.
The improvement in net income resulted primarily from an increase in net
interest income and noninterest income, partially offset by increases in
salaries and benefits, occupancy, furniture and equipment and credit card
processing.
Deposits of $242,968,941 at June 30, 1998 increased by $10,180,407 or
4.4% from $232,788,534 at December 31, 1997. The increase in deposits
occurred in the noninterest bearing demand deposit category and in the
interest bearing categories of money market deposit accounts, NOW
accounts and certificates of deposit.
Loans of $135,467,862 at June 30, 1998 were down $4,371,991 or 3.1% from
$139,839,853 at December 31, 1997. A slight increase was realized in
MasterCard balances while decreases were experienced in residential real
estate mortgages, home equity lines of credit and installment loans.
Commercial loans were essentially unchanged during the period.
Noncurrent loans (nonaccrual loans and loans 90 days or more past due but
still accruing) totaled $899,250 and $871,619 at June 30, 1998 and
December 31, 1997, respectively. There were no accruing troubled debt
restructurings at June 30, 1998 or December 31, 1997.
Assets of $291,619,352 at June 30, 1998 represented a $18,068,825 or 6.6%
increase from $273,550,527 at December 31, 1997.
SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO
SIX MONTHS ENDED JUNE 30, 1998
NET INTEREST INCOME
Interest income for the six months ended June 30, 1998 was $9,961,193,
representing an increase of $675,886 or 7.3% from $9,285,307 for the six
months ended June 30, 1997, primarily due to higher average loan,
securities and federal funds sold balances in 1998. Interest expense was
$3,699,280, representing an increase of $369,180 or 11.1% from $3,330,100
for the six months ended June 30, 1997, primarily due to higher average
interest bearing deposit and repurchase agreement balances in 1998. Net
interest income for the six months ended June 30, 1998 was $6,261,913,
representing an increase of $306,706 or 5.2% from $5,955,207 for the six
months ended June 30, 1997.
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<PAGE>
NONINTEREST INCOME AND EXPENSE
Noninterest income for the six months ended June 30, 1998 was $1,589,852
representing an increase of $298,435 or 23.1% from $1,291,417 for the six
months ended June 30, 1997. This increase was primarily the result of
increases in merchant credit card assessments, gains on sales of loans
and other charges, commissions and fees, partially offset by a reduction
in service charges and other income.
Noninterest expense for the six months ended June 30, 1998 of $4,839,406
was up $167,729 or 3.6% from $4,671,677 for the same period in 1997.
This increase was primarily the result of increases in salaries and
employee benefits, occupancy, furniture and equipment and credit card
processing, partially offset by a reduction in other expense.
PROVISION FOR LOAN LOSSES
There was no provision for loan losses for the six months ended June 30,
1998 or 1997, reflecting management's continuing evaluation of the
adequacy of the allowance for loan losses and its belief that the
allowance is adequate.
INCOME TAXES
Income tax expense of $1,108,468 for the six months ended June 30, 1998
compared to $974,374 for the same period in 1997, the result of an
increase in taxable income during the current period.
NET INCOME
Net income of $1,903,891 for the first six months of 1998 represented an
increase of $303,318 or 19.0% from $1,600,573 recorded for the first six
months of 1997. Earnings per share of $.649 for the current period
represented an increase of $.104 from $.545 for the six months ended June
30, 1997.
THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO
THREE MONTHS ENDED JUNE 30, 1997
NET INTEREST INCOME
Interest income for the three months ended June 30, 1998 was $5,040,014,
representing an increase of $314,140 or 6.6% from $4,725,874 for the
three months ended June 30, 1997, primarily due to higher average loan,
securities and federal funds sold balances in 1998. Interest expense was
$1,893,506, representing an increase of $202,640 or 12.0% from $1,690,866
for the three months ended June 30, 1997, primarily due to higher average
interest bearing deposit and repurchase agreement balances in 1998. Net
interest income for the three months ended June 30, 1998 was $3,146,508,
representing an increase of $111,500 or 3.7% from $3,035,008 for the
three months ended June 30, 1997.
NONINTEREST INCOME AND EXPENSE
Noninterest income for the three months ended June 30, 1998 was $807,251,
representing an increase of $134,414 or 20.0% from $672,837 for the three
months ended June 30, 1997. This increase was primarily the result of
increases in merchant credit card assessments, gains on sales of loans
and other charges, commissions and fees and other income, partially
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<PAGE>
offset by a reduction in service charges and gains on sales of
securities.
Noninterest expense for the three months ended June 30, 1998 of
$2,402,277 was up $13,071 or .5% from $2,389,206 for the corresponding
period in 1997. This increase was primarily the result of increases in
salaries and employee benefits, furniture and equipment and credit card
processing, partially offset by reductions in data processing, occupancy
and other expense.
PROVISION FOR LOAN LOSSES
There was no provision for loan losses for the three months ended June
30, 1998 or 1997, reflecting management's continuing evaluation of the
adequacy of the allowance for loan losses and its belief that the
allowance is adequate.
INCOME TAXES
Income tax expense of $568,187 for the three months ended June 30, 1998
compared to $493,881 for the corresponding period in 1997, the result of
an increase in taxable income during the current period.
NET INCOME
Net income of $983,295 for the first three months of 1998 represented an
increase of $158,537 or 19.2% from $824,758 recorded for the first three
months of 1997. Earnings per share of $.335 for the current period
represented an increase of $.055 from $.280 for the three months ended
June 30, 1997.
ALLOWANCE FOR POSSIBLE LOAN LOSSES
The allowance for possible loan losses is maintained at a level believed
by management to be adequate to absorb potential losses in the loan
portfolio. Management's methodology in determining the adequacy of the
allowance considers specific credit reviews, past loan loss experience,
current economic conditions and trends and the volume, growth and
composition of the loan portfolio. Each loan on the Company's internal
Watch List is evaluated periodically to estimate potential losses. For
loans with potential losses, the bank sets aside or "allocates" a portion
of the ALLL against such potential losses. For the remainder of the
portfolio, "unallocated" reserve amounts are determined based on
judgments regarding the type of loan, economic conditions and trends,
potential exposure to loss and other factors. The allowance for possible
loan losses is charged when management determines that the repayment of
the principal on a loan is in doubt. Subsequent recoveries, if any, are
credited to the allowance. At June 30, 1998, the balance in the
allowance was $3,125,204 representing 348% of noncurrent loans, compared
to $3,215,559 or 369% of noncurrent loans at December 31, 1997.
SECURITIES
The Company's securities portfolio consists of obligations of the U.S.
Treasury, U.S. government sponsored agencies, mortgage backed securities
and obligations of various municipalities. Those assets are used in part
to secure public deposits and as collateral for repurchase agreements.
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<PAGE>
Total securities were $105,864,184 at June 30, 1998, representing an
increase of $10,669,794 or 11.2% from $95,184,390 at December 31, 1997.
At June 30, 1998, $32,618,632 in securities were classified as "available
for sale". There were no sales of securities during the six months ended
June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are customer deposits,
amortization and pay-offs of loan principal and maturities of investment
securities. These sources provide funds for loan originations, the
purchase of investment securities and other activities. Deposits are
considered a relatively stable source of funds. At June 30, 1998 and
1997, deposits were $243.0 and $218.2 million, respectively. Management
anticipates that deposits will remain relatively stable or grow
moderately during the remainder of 1998.
As a nationally chartered member of the Federal Reserve System, the Bank
has the ability to borrow funds from the Federal Reserve Bank of Boston
by pledging certain of its investment securities as collateral. Also,
the Bank is a member of the Federal Home Loan Bank which provides
additional borrowing opportunities.
Bank regulatory authorities have established a capital measurement tool
called "Tier 1" leverage capital. A 4.00% ratio of Tier 1 capital to
assets now constitutes the minimum capital standard for most banking
organizations. At June 30, 1998, the Company's Tier 1 leverage capital
ratio was 8.23%. Regulatory authorities have also implemented risk-based
capital guidelines requiring a minimum ratio of Tier 1 capital to risk
weighted assets of 4.00% and a minimum ratio of total capital to risk-
weighted assets of 8.00%. At June 30, 1998 the Company's Tier 1 and
total risk-based capital ratios were 15.31% and 16.57%, respectively.
The Bank is categorized as "well capitalized" under the Federal Deposit
Insurance Corporation Improvement Act of 1991 (F.D.I.C.I.A.).
On May 5, 1998, the Company's 401(k) Savings Plan ("401(k)") and the
Employee Stock Ownership Plan ("ESOP") purchased 12,998 shares and 5,333
shares, respectively, of common stock from the Company. The stock was
sold to the two Plans at a price of $15.00 per share, which was
determined by the trustees of the Plans, based on a fair market analysis
performed by an independent third party pursuant to the ESOP, to
represent a fair market price from a financial point of view as of
December 31, 1997. The stock was sold to the two Plans from the
Company's treasury stock account.
On June 16, 1998, the Company's Board of Directors declared a second
quarter 1998 cash dividend of $.079 per share of common stock to
shareholders of record at June 1, 1998, payable on July 15, 1998.
ASSET/LIABILITY MANAGEMENT
The Company has an asset/liability management committee which oversees
all asset/liability activities of the Company. The committee establishes
general guidelines each year and meets regularly to review the Company's
operating results and to make strategic changes when necessary.
It is the Company's general policy to reasonably match the rate
sensitivity of its assets and liabilities. A common benchmark of this
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sensitivity is the one year gap position, which is a reflection of the
difference between the speed and magnitude of rate changes of interest
rate sensitive liabilities as compared with the Bank's ability to adjust
the rates of it's interest rate sensitive assets in response to such
changes. The Company's positive cumulative one year gap position at June
30, 1998, representing the excess of repricing assets versus repricing
liabilities within a one year time frame, was 4.1% of total assets.
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PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Shareholders was held on April 14, 1998. At
that meeting, two (2) matters were put before the shareholders for
vote. Proxies for the meeting were solicited, and a copy of the Proxy
Statement dated March 24, 1998 is incorporated herein by reference and
attached hereto as an exhibit. Such Proxy Statement provides a
description of the matters put before the shareholders for vote and
provides other information required under this Item 4.
The results of the voting were as follows:
1. To fix the number of Directors who shall constitute the full Board
of Directors at eleven.
Votes for: 2,037,117
Votes against: 5,186
2. To elect as Directors the four individuals listed as nominees in
the Proxy Statement, who, together with the seven Directors whose
terms of office did not expire at this meeting, constitute the full
Board of Directors.
Director Votes For Votes Against
-------- --------- -------------
Horst Huehmer 2,037,490 4,813
Donald R. Hughes, Jr. 2,037,490 4,813
Mark Poplin 2,037,490 4,813
David W. Webster 2,037,490 4,813
Item 5. OTHER INFORMATION
On June 16, 1998, the Company's Board of Directors declared a second
quarter 1998 cash dividend of $.079 per share of common stock to
shareholders of record at June 1, 1998, payable on July 15, 1998.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Article 9 - Financial Data Schedule for the six months
ended June 30, 1998
99 Proxy Statement dated March 24, 1998
(b) The Company did not file a Form 8-K during the quarter ended June
30, 1998
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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 thereunto duly authorized.
COMMUNITY BANCORP, INC.
Date: August 10, 1998 By: /s/ James A. Langway
_________________________
James A. Langway
President & Chief Executive Officer
Principal Executive Officer
Date: August 10, 1998 By: /s/ Donald R. Hughes, Jr.
_________________________
Donald R. Hughes, Jr.
Treasurer and Clerk,
Principal Financial Officer and
Principal Accounting Officer
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EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
------- -----------
27 Article 9 - Financial Data Schedule for six months
ended June 30, 1998
99 Proxy Statement dated March 24, 1998
-16-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited June 30, 1998 consolidated financial statements of Community Bancorp,
Inc. and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 15433367
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 27500000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 32618632
<INVESTMENTS-CARRYING> 73245552
<INVESTMENTS-MARKET> 73609454
<LOANS> 137695848
<ALLOWANCE> 3125204
<TOTAL-ASSETS> 291619352
<DEPOSITS> 242968941
<SHORT-TERM> 22849432
<LIABILITIES-OTHER> 1679260
<LONG-TERM> 0
0
0
<COMMON> 7998045
<OTHER-SE> 16123674
<TOTAL-LIABILITIES-AND-EQUITY> 291619352
<INTEREST-LOAN> 6617533
<INTEREST-INVEST> 2893225
<INTEREST-OTHER> 450435
<INTEREST-TOTAL> 9961193
<INTEREST-DEPOSIT> 3273059
<INTEREST-EXPENSE> 3699280
<INTEREST-INCOME-NET> 6261913
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4839406
<INCOME-PRETAX> 3012359
<INCOME-PRE-EXTRAORDINARY> 3012359
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1903891
<EPS-PRIMARY> .649
<EPS-DILUTED> .649
<YIELD-ACTUAL> 5.01
<LOANS-NON> 811009
<LOANS-PAST> 88241
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3215559
<CHARGE-OFFS> 108097
<RECOVERIES> 17742
<ALLOWANCE-CLOSE> 3125204
<ALLOWANCE-DOMESTIC> 1615675
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1509529
</TABLE>
COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 14, 1998
The following information is furnished in connection with the
solicitation of proxies by the management of Community Bancorp, Inc.
("Corporation"), whose principal executive office is located at 17 Pope
Street, Hudson, Massachusetts, (Telephone: 978-568-8321), for use at the
Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 14, 1998.
As of March 2, 1998, 2,926,257 shares of common stock of the Corporation
were outstanding and entitled to be voted.
The record date and hour for determining shareholders entitled to vote
has been fixed at 5 o'clock p.m., March 2, 1998. Only shareholders of
record at such time will be entitled to notice of, and to vote at, the
meeting. Shareholders are urged to sign the enclosed form of proxy
solicited on behalf of the management of the Corporation and return it at
once in the envelope enclosed for that purpose. The proxy does not
affect the right to vote in person at the meeting and may be revoked
prior to its exercise. Proxies will be voted in accordance with the
shareholder's directions.
If no directions are given, proxies will be voted to fix the number of
Directors of the Corporation at eleven; and to elect Horst Huehmer,
Donald R. Hughes, Jr., Mark Poplin and David W. Webster to the Board of
Directors of the Corporation to serve until the Annual Meeting of
Shareholders in the year 2001 and until their successors are duly elected
and qualified to serve.
The financial statements of the Corporation for 1997 have been mailed to
the shareholders with the mailing of this Notice and Proxy Statement.
The cost of the solicitation of proxies is being paid by the Corporation.
The Proxy Statement will be mailed to shareholders of the Corporation on
or about March 24, 1998.
<PAGE>
-2-
DETERMINATION OF NUMBER OF DIRECTORS
AND ELECTION OF DIRECTORS
The persons named as proxies intend to vote to fix the number of
Directors for the ensuing year at eleven and vote for the election of the
persons named below as Nominees for Election at This Meeting as
Directors, each to hold office until the annual meeting held in the year
indicated in the column designated "Term of Office." If any nominee
should not be available for election at the time of the meeting, the
persons named as proxies may vote for another person in their discretion
or may vote to fix the number of Directors at less than eleven. The
management does not anticipate that any nominee will become unavailable.
The By-laws of the Corporation provide in substance that the Board of
Directors shall be divided into three classes as nearly equal in number
as possible, and that the term of office of one class shall expire and a
successor class be elected at each annual meeting of the shareholders.
The present number of Directors is eleven. It is proposed by the Board
that at the meeting the number of Directors who shall constitute the full
Board of Directors until the next annual meeting be fixed at eleven and
that the four nominees listed below be elected to serve until the date
indicated opposite their names. All of the nominees are currently
Directors.
Opposite the name of each nominee and each continuing Director in the
following table is shown: (1) the number of shares of stock of the
Corporation owned beneficially by each such person; (2) for those persons
serving as Directors of the Corporation, the date on which such person's
term of office as Director began; (3) the term of office for which such
person will serve; and (4) such person's current principal occupation or
employment.
<PAGE>
-3-
Nominees For Election At This Meeting
-------------------------------------
Has Served
on Board of
Directors
Shares of of the
Stock Owned Corporation
Beneficially or Its
as of March Predecessor Term of Principal
Name 2, 1998 (1) Since Office Occupation
- ---- ------------ ------------ ------- -------------------
Horst Huehmer 22,632 1980 2001 Director of
Corporation and
Community National
Bank; Retired.
Donald R. Hughes, Jr. 105,075 1995 2001 Director of
(2) Corporation and
Community National
Bank; Treasurer &
Clerk of the
Corporation;
Executive Vice
President & Cashier
of Community
National Bank.
Mark Poplin 152,764 1967 2001 Director of
Corporation and
Community National
Bank; President and
Treasurer, Poplin
Supply Co.;
Secretary, Poplin
Furniture Co.
David W. Webster 64,177 1995 2001 Director of
Corporation and
Community National
Bank; President,
Knight Fuel Co., Inc.
Directors Continuing in Office
------------------------------
Has Served
on Board of
Directors
Shares of of the
Stock Owned Corporation
Beneficially or Its
as of March Predecessor Term of Principal
Name 2, 1998 (1) Since Office Occupation
- ---- ------------ ----------- ------- -------------------
Alfred A. Cardoza 22,486 1971 2000 Director of
Corporation and
Community National
Bank; Retired
Argeo R. Cellucci 6,728 1968 2000 Director of
Corporation and
Community National
Bank; President,
Cellucci Hudson Corp.
Antonio Frias 19,858 1985 2000 Director of
Corporation and
Community National
Bank; President and
Treasurer, S & F
Concrete Contractors,
Inc.
I. George Gould 118,063 1962 1999 Director of
(2) Corporation and
Community National
Bank; Chairman,
Gould's, Inc.
James A. Langway 164,470 1976 1999 Director of
(2) Corporation and
Community National
Bank; President and
CEO of the
Corporation;
President & CEO of
Community National
Bank
Dennis F. Murphy, Jr. 444,672 1984 2000 Chairman of the
Board of Corporation
and Community
National Bank;
Director of
Corporation and
Community National
Bank; President and
Treasurer, D. Francis
Murphy Insurance
Agency, Inc.
David L. Parker 28,714 1986 1999 Director of
Corporation and
Community National
Bank; Chairman,
Larkin Lumber Co.
<PAGE>
-4-
NOTES:
1. Beneficial ownership of stock for the purpose of this
statement includes securities owned by the spouse and
minor children and any relative with the same address.
Certain Directors may disclaim beneficial ownership of
certain of the shares listed beside their names.
2. Includes 73,075 shares held by CBI ESOP as to which
Messrs. Gould, Hughes and Langway are co-trustees.
The affirmative vote of the holders of a majority of the common stock of
the Corporation present or represented and voting at the meeting is
required to fix the number of Directors. The affirmative vote of a
plurality of the votes cast by shareholders is required to elect
Directors.
OTHER MATTERS
The management knows of no business which will be presented for
consideration at the meeting other than that set forth in this Proxy
Statement. However, if any such business comes before the meeting, the
persons named as proxies will vote thereon according to their best
judgment.
By order of the Board of Directors
/s/ James A. Langway
--------------------
James A. Langway
President
Hudson, Massachusetts
March 24, 1998
