[The annual report front cover contains a color graphic and the following text.] 1999 Annual Report Community Bancorp, Inc. Parent Company of Community National Bank [The following text appears on the inside front cover.] Table of Contents Selected Consolidated Financial Data - - - - - - - - - - - 1 Message to Stockholders and Friends - - - - - - - - - - - - 2 Consolidated Balance Sheets - - - - - - - - - - - - - - - - 4 Consolidated Statements of Income - - - - - - - - - - - - - 5 Consolidated Statements of Comprehensive Income - - - - - - 6 Consolidated Statements of Stockholders' Equity - - - - - - 7 Consolidated Statements of Cash Flows - - - - - - - - - - - 8 Notes to Consolidated Financial Statements - - - - - - - - 9 Report of Independent Public Accountants - - - - - - - - - 24 Management's Discussion and Analysis of Financial Condition and Results of Operations - - - - - - - 25 Directors & Officers - - - - - - - - - - - - - - - - - - - Inside back cover Selected Consolidated Financial Data 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- Total assets $327,996,575 $300,886,831 $273,550,527 $250,002,458 $237,580,796 Total deposits 276,422,308 254,408,735 232,788,534 217,181,869 207,039,865 Total net loans 161,318,593 137,242,930 136,624,294 126,866,560 123,558,839 Allowance for possible loan losses 3,041,873 2,981,012 3,215,559 3,481,705 3,455,098 Total interest income 21,840,725 20,659,783 19,169,951 17,761,102 16,917,624 Total interest expense 7,829,668 7,675,112 6,895,222 6,367,758 6,284,750 Net interest income 14,011,057 12,984,671 12,274,729 11,393,344 10,632,874 Gains (losses) on sales of securities 0 0 8,587 (9,460) 0 Provision for possible loan losses 0 0 0 0 120,000 Net income 3,915,217 3,805,761 3,429,859 3,152,098 2,643,877 Earnings per share 1.33 1.30 1.17 1.01 0.84 Dividends per share 0.363 0.323 0.285 0.253 0.234 [Five-year bar graphs for the following categories appear in this space. Data for the graphs was obtained from the above table.] Total Assets (in millions) Net Income (in millions) Earnings Per Share (in dollars) Total Deposits (in millions) Total Net Loans (in millions) Net Interest Income (in millions) -1- To Our Stockholders and Friends We are very pleased to report that Community Bancorp, Inc. and its subsidiary, Community National Bank, achieved another record-breaking year in 1999, while at the same time continued to plan for the future. The Company recorded net income of $3,915,217 for the year, compared to $3,805,761 recorded in 1998. Earnings per share of common stock was $1.33, compared to $1.30 in the previous year. Although this increase in income is somewhat less than we have realized in previous years, it was achieved during a period in which the Company made a considerable investment in the future by opening two new Community National Bank branch offices, one in Framingham and the second in Sudbury. These new branches represent investments which are expected to enhance earnings in the coming years. During 1999, Community Bancorp achieved a return on assets (ROA) of 1.25% and a return on equity (ROE) of 14.45%, comparing favorably to peer institutions. The Company's asset quality remains very high, and at year-end past due loans represented only 0.8% of total outstanding loans. As a result of our continued strong performance during the year, the Board of Directors increased the cash dividend to stockholders in each of the four quarters. Total dividends declared in 1999 were $.363 per share, representing a 12.4% increase over $.323 declared in 1998. In order to expand our market and provide financial services to individuals and businesses in additional communities, during 1999 we focused our attention on new branches. In the spring, we opened our ninth branch office, at 35 Edgell Road in Framingham. Grand Opening celebrations included prizes and product specials. In December, we hosted the Metrowest Chamber of Commerce Holiday After Hours, which was very well received by the town's business community. Many of our staff members have familial roots in Framingham. Those community ties have contributed to our success in the past, and we look forward to the same success in Framingham. In June of 1999, we opened our tenth branch office, at 450 Boston Post Road in Sudbury. After renovating and expanding an existing building that was previously in poor condition and detracted from the beauty of the town, our new facility adds considerably to the business district of the Sudbury community. The Grand Opening celebration consisted of product specials and a donation to the Goodnow Library, based on the number of new accounts opened during the promotional period. Both the Framingham and Sudbury branches were a natural extension of our current branch network. These additions allow us to offer products and services to a larger and more demographically diverse market area. A "virtual" Internet branch, www.combanc.com, was also introduced during 1999. Although CNB's Internet web site has offered valuable banking information and the ability to open new accounts to the public for several years, our new Internet branch provides customers with 24 hour a day, 7 day a week interactive access to their accounts. The ability to obtain online balance information, transfer funds between accounts, view transaction listings, make loan payments, pay bills and better manage their finances has been very well received by our customers. The Internet branch also offers a wide array of banking products including deposits accounts, loans and lines of credit, as well as ancillary products such as debit and ATM cards. Most products can be applied for directly online. -2- The Internet branch will offer even more to our customers in 2000, with the introduction of TurboTax online tax preparation and filing services, 60-second loan approvals, investment research, and personalized shopping options. A series of marketing campaigns will be used to introduce these enhancements to our customers and the public. During the summer of 1999, Community National Bank and a local market research firm conducted a customer "Satisfaction Survey" to gauge our customers' perceptions not only about our service level but our product line as well. As in past years, CNB and its staff received high marks for the level of service we consistently offer to our customers across our market area. The research indicated that we outperform our peers in all areas of customer service, and our customers perceive our fees and minimum balance requirements to be among the most competitive in the area. The hard work and diligent preparations on the part of Community National Bank's Year 2000 Committee resulted in the millennium date change being a relative non-event. Over the past several years, the committee had addressed every possible Y2K problem and prepared detailed contingency plans. We kept our customers informed of the committee's progress on a regular basis to allay any potential concerns. By the final week of December, our staff was ready to handle a significant increase in customer questions and concerns about Y2K, and we had prepared for an increase in cash withdrawals from customer accounts. However, our work and effort paid off and the ringing in of 2000 proved to be "business as usual". Customer service and account access were never interrupted, our ATMs performed properly and the transition into the New Year proved to be flawless. In keeping with our philosophy of providing our customers with innovative and beneficial financial services, we will be introducing an Investment Management and Trust Department during the first quarter of 2000. This new department will expand our product line and provide us with an exciting opportunity to develop new customer relationships and add value to our existing relationships. The Investment Management and Trust department will allow us to offer financial planning, investment management and trust services, while we continue to offer our current brokerage, mutual fund and insurance programs. Each year, the Company's activities are designed with one overall purpose in mind: to enhance shareholder value through consistent, long-term earnings growth. That purpose continually guides us in all we do. We sincerely appreciate the support the shareholders have provided to the Board of Directors, management and staff over the years. Sincerely, /s/ James A. Langway /s/ Dennis F. Murphy, Jr. - -------------------- ------------------------- James A. Langway Dennis F. Murphy, Jr. President and Chief Executive Officer Chairman of the Board -3- Consolidated Balance Sheets December 31, 1999 and 1998 1999 1998 ----------- ----------- ASSETS Cash and due from banks $ 21,010,959 $ 17,601,043 Federal funds sold 6,924,026 17,000,000 Securities available for sale at fair value (Note 2) 41,808,065 31,685,402 Securities held to maturity (fair value $84,164,551 in 1999 and $87,832,432 in 1998) (Note 2) 86,225,017 87,058,589 Mortgage loans held for sale 332,686 1,330,278 Loans (Notes 3 and 9) 164,360,466 140,223,942 Less allowance for possible loan losses (Notes 4 and 12) 3,041,873 2,981,012 ----------- ----------- Total net loans 161,318,593 137,242,930 Premises and equipment, net (Note 5) 6,342,891 5,576,789 Other assets, net (Note 1) 4,034,338 3,391,800 ----------- ----------- Total assets $327,996,575 $300,886,831 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits (Note 10): Noninterest bearing $ 68,082,062 $ 60,511,257 Interest bearing 208,340,246 193,897,478 ----------- ----------- Total deposits 276,422,308 254,408,735 ----------- ----------- Securities sold under repurchase agreements and federal funds purchased 21,766,424 19,747,496 Other liabilities (Note 7) 1,496,572 1,265,351 ----------- ----------- Total liabilities 299,685,304 275,421,582 ----------- ----------- Commitments (Notes 8 and 12) 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, 2,960,912 shares outstanding, (2,944,588 shares outstanding at December 31, 1998) 7,998,045 7,998,045 Surplus 638,619 524,106 Undivided profits 22,116,681 19,274,861 Treasury stock, at cost, 238,306 shares, (254,630 at December 31, 1998) (2,217,972) (2,364,573) Accumulated other comprehensive (loss) income (Note 1) (224,102) 32,810 ----------- ----------- Total stockholders' equity 28,311,271 25,465,249 ----------- ----------- Total liabilities and stockholders' equity $327,996,575 $300,886,861 =========== =========== <FN> The accompanying notes are an integral part of these consolidated financial statements. -4- Consolidated Statements of Income Years ended December 31, 1999, 1998 and 1997 1999 1998 1997 ---- ---- ---- Interest income: Interest and fees on loans $13,947,164 $13,167,815 $13,138,908 Interest and dividends on securities: Taxable interest 6,427,831 5,790,375 5,181,809 Nontaxable interest 566,334 482,473 325,868 Dividends 74,865 64,106 59,350 Interest on federal funds sold 824,531 1,155,014 464,016 ---------- ---------- ---------- Total interest income 21,840,725 20,659,783 19,169,951 ---------- ---------- ---------- Interest expense: Interest on deposits 6,801,917 6,649,308 6,139,134 Interest on federal funds purchased and securities sold under repurchase agreements 1,027,751 1,025,804 756,088 ---------- ---------- ---------- Total interest expense 7,829,668 7,675,112 6,895,222 ---------- ---------- ---------- Net interest income 14,011,057 12,984,671 12,274,729 ---------- ---------- ---------- Provision for possible loan losses (Note 4) 0 0 0 ---------- ---------- ---------- Net interest income after provision for possible loan losses 14,011,057 12,984,671 12,274,729 ---------- ---------- ---------- Noninterest income: Merchant credit card processing assessments 1,296,041 1,194,584 1,028,404 Service charges 589,697 590,255 611,089 Other charges, commissions and fees 1,169,175 1,107,893 883,316 Gains on sales of loans, net 71,661 224,388 41,744 Gains on sales of securities, net 0 0 8,587 Other 89,172 83,367 81,488 ---------- ---------- ---------- Total noninterest income 3,215,746 3,200,487 2,654,628 ---------- ---------- ---------- Noninterest expense: Salaries and employee benefits (Note 7) 5,632,576 5,176,505 4,777,520 Data processing and ATM network 1,010,383 953,841 807,568 Occupancy 761,857 609,638 584,484 Furniture and equipment 370,549 385,150 342,466 Credit card processing 1,258,102 1,097,664 891,461 Printing, stationery and supplies 280,008 259,901 289,061 Professional fees 420,423 387,635 431,195 Marketing and advertising 326,348 311,551 383,339 Other 1,076,763 1,015,040 938,415 ---------- ---------- ---------- Total noninterest expense 11,137,009 10,196,925 9,445,509 ---------- ---------- ---------- Income before income tax expense 6,089,794 5,988,233 5,483,848 Income tax expense 2,174,577 2,182,472 2,053,989 ---------- ---------- ---------- Net income $ 3,915,217 $ 3,805,761 $ 3,429,859 ========== ========== ========== Earnings per common share (Note 1) $ 1.33 $ 1.30 $ 1.17 Weighted average number of shares outstanding 2,954,800 2,938,360 2,940,158 ========== ========= ========= <FN> The accompanying notes are an integral part of these consolidated financial statements. -5- Consolidated Statements of Comprehensive Income Years ended December 31, 1999, 1998 and 1997 1999 1998 1997 ---- ---- ---- Net income $ 3,915,217 $ 3,805,761 $ 3,429,859 ---------- ---------- ---------- Other comprehensive income: Unrealized securities (losses) gains arising during period (434,930) (173,276) 255,855 Income tax benefit (expense) on securities (losses) gains during period 178,018 71,390) (106,103) ---------- ---------- ---------- Net unrealized securities (losses) gains arising during period (256,912) (101,886) 149,752 ---------- ---------- ---------- Less: reclassification adjustment for securities (gains) included in income 0 0 (8,587) Income tax expense on securities (gains) included in income 0 0 3,561 ---------- ---------- ---------- Net reclassification adjustment for securities (gains) included in net income 0 0 (5,026) ---------- ---------- ---------- Other comprehensive (loss) income (256,912) (101,886 144,726 ---------- ---------- ---------- Comprehensive income (Note 1) $ 3,658,305 $ 3,703,875 $ 3,574,585 ========== ========== ========== <FN> The accompanying notes are an integral part of these consolidated financial statements. -6- Consolidated Statements of Stockholders' Equity Years ended December 31, 1999, 1998 and 1997 Accumulated Other Common Undivided Treasury Comprehensive Stock Surplus Profits Stock Income ----- ------- ---------- -------- ------------- Balance, December 31, 1996 $ 7,998,045 $ 374,580 $13,826,958 $(2,348,419) $ (10,030) Net income 3,429,859 Cash dividends declared ($.285 per share) (838,027) Purchase of 24,301 shares of treasury stock (291,612) Reissuance of 15,546 shares of treasury stock 39,540 110,479 Change in accumulated other comprehensive income (Note 1) 144,726 - -------------------------- --------- ------- --------- --------- --------- Balance, December 31, 1997 7,998,045 414,120 16,418,790 (2,529,552) 134,696 Net income 3,805,761 Cash dividends declared ($.323 per share) (949,690) Reissuance of 18,331 shares of treasury stock 109,986 164,979 Change in accumulated other comprehensive income (Note 1) (101,886) - -------------------------- --------- ------- ---------- --------- ------- Balance, December 31, 1998 7,998,045 524,106 19,274,861 (2,364,573) 32,810 Net income 3,915,217 Cash dividends declared ($.363 per share) (1,073,397) Purchase of 35 shares of treasury stock (630) Reissuance of 16,359 shares of treasury stock 114,513 147,231 Change in accumulated other comprehensive income (Note 1) (256,912) - -------------------------- --------- ------- ---------- --------- ------- Balance, December 31, 1999 $7,998,045 $638,619 $22,116,681 $(2,217,972) $(224,102 ========= ======= ========== ========= ======= <FN> The accompanying notes are an integral part of these consolidated financial statements. -7- Consolidated Statements of Cash Flows Years ended December 31, 1999, 1998 and 1997 1999 1998 1997 ---- ---- ---- Net income $ 3,915,217 $ 3,805,761 $ 3,429,859 Adjustments to reconcile net income to net cash provided by operating activities: Decrease (increase) in mortgage loans held for sale 997,592 843,044 (951,157) Premium on sale of mortgages 157,569 193,368 162,766 Depreciation and amortization 906,015 834,209 802,623 Deferred (prepaid) income taxes 91,991 (6,691) 80,729 Increase (decrease) in other liabilities 82,050 (192,937) 72,638 Increase (decrease) in taxes payable 83,454 (183,595) (40,301) Increase (decrease)in interest payable 62,346 (56,143) (616) (Increase) decrease in other assets, net (361,070) 23,449 (201,423) (Increase) in interest receivable (365,378) (146,039) (229,236) ---------- ---------- ---------- Total adjustments 1,654,569 1,308,665 (303,977) ---------- ---------- ---------- Net cash provided by operating activities 5,569,786 5,114,426 3,125,882 ---------- ---------- ---------- Cash flows used in investing activities: Purchases of securities held to maturity (23,815,119) (62,344,812) (16,731,111) Purchases of securities available for sale (22,967,923) (5,482,625) (17,560,698) Maturities and principal repayments of securities held to maturity 24,648,691 31,590,326 17,174,567 Maturities and principal repayments of securities available for sale 12,410,077 12,499,965 5,342,727 Sales of securities held to maturity 0 0 2,000,000 Sales of securities available for sale 0 0 2,913,737 Net change in federal funds sold 10,075,974 (2,400,000) (3,300,000) Net change in loans (24,090,657) (564,601) (9,910,398) Sales of other real estate owned 0 170,000 15,600 Acquisition of premises and equipment (1,672,117) (1,773,032) (592,386) ---------- ---------- ---------- Net cash used in investing activities (25,411,074) (28,304,779) (20,647,962) ---------- ---------- ---------- Cash flows from financing activities: Net change in deposits 22,013,573 21,620,201 15,606,665 Net change in securities sold under repurchase agreements 2,018,928 6,110,432 2,182,377 Net change in federal funds purchased 0 (3,000,000) 3,000,000 Purchase of treasury stock (630) 0 (291,612) Reissuance of treasury stock 261,744 274,965 150,019 Dividends paid (1,042,411) (918,869) (812,269) ---------- ---------- ---------- Net cash provided by financing activities 23,251,204 24,086,729 19,835,180 ---------- ---------- ---------- Net increase in cash and due from banks 3,409,916 896,376 2,313,100 Cash and due from banks at beginning of year 17,601,043 16,704,667 14,391,567 ---------- ---------- ---------- Cash and due from banks at end of year $21,010,959 $17,601,043 $16,704,667 ========== ========== ========== <FN> The accompanying notes are an integral part of these consolidated financial statements. Supplemental Disclosures: 1. Interest paid was $7,767,322, $7,731,255 and $6,895,838 in 1999, 1998 and 1997, respectively. 2. Income tax paid was $2,091,123, $2,278,267 and $2,094,290 in 1999, 1998 and 1997, respectively. -8- Notes to Consolidated Financial Statements 1. Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of Community Bancorp, Inc. (the "Company"), a Massachusetts corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and its wholly-owned subsidiary, Community National Bank, (the "Bank"), a national banking association. The Bank has also formed Community Securities Corporation and Community Benefits Consulting, Inc. as wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. At present, the Company conducts no activities independent of the Bank. The Bank has eight offices and is engaged in substantially all of the business operations normally conducted by an independent commercial bank in Massachusetts. Banking services offered include the acceptance of checking, savings, and time deposits, and the making of commercial, real estate, installment and other loans. The Bank also offers official checks, safe deposit boxes, Internet banking and bill payment services and other customary banking services to its customers. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Securities Debt securities that the Company has the positive intent and ability to hold to maturity are reported at amortized cost. Securities purchased to be held for indefinite periods of time and not intended to be held until maturity are classified as "available for sale" securities. Securities classified as available for sale are reported at fair value with unrealized gains and losses excluded from earnings and reported net of taxes in accumulated other comprehensive income. Securities held for indefinite periods of time include securities that management may use in conjunction with the Company's asset/liability in management program and that may be sold in response to changes in interest rates, prepayment risks or other economic factors. When securities classified as available for sale are sold, the adjusted cost of each specific security sold is used to calculate gains or losses on sale, which are included in earnings. Premises and equipment Premises and equipment are stated at cost, less accumulated depreciation and amortization, which is computed by using both the straight-line and accelerated methods. Estimated useful lives are as follows: Buildings................30 to 40 years Buildings and leasehold improvements.............5 to 25 years Furniture and equipment...3 to 10 years Cash and due from banks Included in cash and due from banks as of December 31, 1999 and 1998 is approximately $7,558,000 and $7,611,000, respectively, that is subject to Federal Reserve withdrawal restrictions. Allowance for possible loan losses Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for possible loan losses. The allowance for possible loan losses is increased through a provision for possible loan losses charged to expense, increased by recoveries and decreased by charge-offs. The provision is based on management's periodic evaluation of the amount necessary to maintain the allowance at an adequate level. Management's periodic evaluation of the adequacy of the allowance is based on specific credit reviews, past loan loss experience, current economic conditions and trends, known and inherent risks in the loan portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral and the volume and risk characteristics of the loan portfolio. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary. -9- The Company accounts for loan losses in accordance with Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan" (SFAS No. 114). For purposes of this Statement, a loan is considered to be impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The allowance for possible loan losses related to loans that are identified as impaired is based on discounted cash flows using the loan's effective interest rate or the fair value of the collateral for certain collateral dependent loans. The Financial Accounting Standards Board also issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures" (SFAS No. 118), which amended SFAS No. 114 by allowing creditors to use their existing methods of recognizing interest income on impaired loans. Securities sold under repurchase agreements The Company sells securities under open-ended repurchase agreements with certain customers. The principal balance of the repurchase agreements changes daily. Specific securities are not sold and securities are not transferred to the name of the customers. Instead, the customer has an interest in a portion of the U.S. Government securities held in the Company's investment portfolio. 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 1999, 1998 and 1997, as there is no dilution effect. Earnings per share is based on the weighted average number of shares outstanding during the year. Loan sales and loans held for sale In accordance with Financial Accounting Standards Board Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" (SFAS No. 125), the Company capitalizes the rights to service mortgage loans for others and assesses those rights for impairment based on the fair value of those rights. The loan servicing asset, included in other assets, represents the estimated present value of the interest rate differential resulting from the sale of loans with servicing rights retained. This amount is amortized over the estimated lives of the underlying loans sold. The loan servicing asset totaled $223,795 and $185,229 at December 31, 1999 and 1998, respectively. At December 31, 1999 and 1998, the Company was servicing mortgage loans for others of approximately $96,238,000 and 108,181,000, respectively. 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 the 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 the 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. Operating Segments The Company adopted Financial Accounting Standards Board Statement No. 131, "Disclosures About Segments of an Enterprise and Related Information" (SFAS No. 131), during 1998. SFAS No. 131 established standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to the stockholders. It also established standards for related disclosures about products and services, and geographic areas. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and in assessing performance. -10- The Company has one reportable segment: community banking. At present, the Company conducts no activities independent of the Bank. The Bank is engaged in substantially all of the business operations customarily conducted by an independent commercial bank in Massachusetts. Banking services offered include acceptance of checking, savings and time deposits, and the making of consumer, commercial, real estate and other loans. The Bank also offers official checks, traveler's checks, safe deposit boxes, Internet banking and bill payment services and other customary banking services to its customers. Computer software costs The Company adopted American Institute of Certified Public Accountants (AICPA) Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" (SOP 98-1) effective January 1, 1999. SOP 98-1 requires computer software costs associated with internal-use software to be expensed as incurred until certain capitalization criteria are met. The adoption of SOP 98-1 did not have any material impact on the Company's financial statements or results of operations. Start-up activities costs The Company adopted AICPA Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities" (SOP 98-5) effective January 1, 1999. SOP 98-5 requires all costs associated with pre-opening, pre-operating and organizational activities to be expensed as incurred. The adoption of SOP 98-5 did not have any material impact on the Company's financial Statements or results of operations. Revenue recognition Interest on loans, securities and other earning assets is accrued and credited to operations based on contractual rates and principal amounts outstanding. Nonrefundable loan fees and certain related costs are deferred and recognized as income over the life of the loan as an adjustment of the yield. It is the policy of the Company to discontinue the accrual of interest on loans when, in the judgment of management, the ultimate collectibility of principal or interest becomes doubtful. The accrual of interest income generally is discontinued when a loan becomes 90 days past due as to principal or interest. When interest accruals are discontinued, unpaid interest credited to income in the current year is reversed, and interest accrued in prior years is charged to the allowance for possible loan losses. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to cover the principal balance and accrued interest. Otherwise, interest income is subsequently recognized only to the extent cash payments are received. Reclassifications Certain amounts in prior year's financial statements have been reclassified to be consistent with the current year's presentation. The reclassifications have no effect on net income. -11- 2. Securities The amortized cost and fair values of securities at December 31, 1999 and 1998 were as follows: 1999 -------------------------------------------------------- Gross Gross Securities Held Amortized Unrealized Unrealized Fair to Maturity Cost Gains Losses Value --------------- --------- ---------- ---------- ----- U.S. Government obligations $ 0 $ 0 $ 0 $ 0 U.S. Government agencies and corporations 34,464,097 0 814,076 33,650,020 Obligations of states and political subdivisions 12,579,893 5,623 322,109 12,263,408 Mortgage-backed securities 39,181,027 20 929,924 38,251,123 ------------ ---------- ---------- ----------- $ 86,225,017 $ 5,643 $ 2,066,109 $ 84,164,551 ============ ========== ========== =========== Gross Gross Securities Held Amortized Unrealized Unrealized Fair Available for Sale Cost Gains Losses Value ------------------ --------- ---------- ---------- ----- U.S. Government obligations $ 3,997,985 $ 11,395 $ 0 $ 4,009,380 U.S. Government agencies and corporations 25,805,725 138 191,819 25,614,044 Mortgage-backed securities 11,158,381 48,651 247,747 10,959,285 Other securities 1,225,356 0 0 1,225,356 ------------ ---------- ---------- ----------- $ 42,187,447 $ 60,184 $ 439,566 $ 41,808,065 ============ ========== ========== =========== 1998 -------------------------------------------------------- Gross Gross Securities Held Amortized Unrealized Unrealized Fair to Maturity Cost Gains Losses Value --------------- --------- ---------- ---------- ----- U.S. Government obligations $ 1,000,458 $ 483 $ 0 $ 1,000,941 U.S. Government agencies and corporations 28,446,008 165,426 0 28,611,434 Obligations of states and political subdivisions 11,571,113 407,267 0 11,978,380 Mortgage-backed securities 46,041,010 222,979 22,312 46,241,677 ------------ ---------- ---------- ----------- $ 87,058,589 $ 796,155 $ 22,312 $ 87,832,432 ============ ========== ========== =========== Gross Gross Securities Held Amortized Unrealized Unrealized Fair Available for Sale Cost Gains Losses Value ------------------ --------- ---------- ---------- ----- U.S. Government obligations $ 13,011,174 $ 154,136 $ 0 $ 13,165,310 U.S. Government agencies and corporations 2,990,631 38,919 0 3,029,550 Mortgage-backed securities 14,573,840 70,439 207,693 14,436,586 Other securities 1,053,956 0 0 1,053,956 ------------ ---------- ---------- ----------- $ 31,629,601 $ 263,494 $ 207,693 $ 31,685,402 ============ ========== ========== =========== The amortized cost and fair value of securities at December 31, 1999 by contractual maturity are shown in the following table. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. -12- Securities Held to Maturity Securities Available for Sale --------------------------- ----------------------------- Amortized Fair Amortized Fair Cost Value Cost Value --------- ----- --------- ----- Within one year $ 1,619,000 $ 1,619,000 $ 3,997,985 $ 4,009,380 One to five years 34,464,097 33,650,019 19,836,584 19,680,374 Five to ten years 2,756,293 2,620,984 5,969,141 5,933,670 Ten to fifteen years 8,204,600 8,023,424 0 0 Mortgage-backed securities 39,181,027 38,251,124 11,158,381 10,959,285 Other securities 0 0 1,225,356 1,225,356 ----------- ---------- ---------- ---------- $86,225,017 $84,164,551 $42,187,447 $41,808,065 ========== =========== ========== ========== Securities with a book value of $38,587,000 and $42,410,000 at December 31, 1999 and 1998, respectively, were pledged to secure public funds on deposit and for other purposes. There were no sales of securities in 1999 or 1998. 3. Loans The composition of the loan portfolio at December 31, 1999 and 1998 was as follows: 1999 1998 ---- ---- Commercial and industrial $ 23,418,982 $ 21,127,456 Real estate - residential 66,788,010 55,054,776 Real estate - commercial 58,484,839 47,398,631 Real estate - residential construction 1,454,210 2,794,688 Loans to individuals 13,544,009 13,196,604 Other 670,416 651,787 ----------- ----------- Total loans $164,360,466 $140,223,942 ============ =========== Substantially all of the Company's loan portfolio is collateralized by assets in the New England region, especially central Massachusetts. The Company generally requires collateral when extending credit and, with respect to loans secured by real estate, Company policy requires appropriate appraisals and repayment sources. Total impaired loans at December 31, 1999 and 1998 that required a related allowance were $91,695 and $120,728, respectively, and the allowance allocated to such loans was $41,250 and $41,250 respectively. In addition, at December 31, 1999 and 1998, the Company had impaired loans of $592,954 and $792,423, respectively, that did not require a related allowance. Interest payments on impaired loans are recorded as principal reductions if the remaining loan balance is not expected to be repaid in full. If full collection of the remaining loan balance is expected, interest payments are recognized as interest income on a cash basis. Impaired loans averaged $858,968 and $813,447 during 1999 and 1998, respectively. The Company recorded interest income on impaired loans of $100,081, $82,456 and $19,475 during 1999, 1998 and 1997, respectively. At December 31, 1999 and 1998, accruing loans 90 days or more past due totaled $0 and $1,404, respectively, and nonaccruing loans totaled $684,649 and $913,151, respectively. There were no troubled debt restructurings at December 31, 1999 or 1998. The reduction of interest income associated with nonaccrual and restructured loans for the years ended December 31, 1999, 1998 and 1997 was as follows: 1999 1998 1997 ---- ---- ---- Interest income per original terms $ 154,141 $ 146,326 $ 143,869 Income recognized 100,081 82,456 19,475 -------- -------- -------- Foregone interest income $ 54,060 $ 63,870 $ 124,394 ======== ======== ======== -13- 4. Allowance for Possible Loan Losses Activity in the allowance for possible loan losses for the years ended December 31, 1999, 1998 and 1997 was as follows: Balance, December 31, 1996 $3,481,705 Provision for possible losses 0 Charge-offs (366,139) Recoveries 99,993 --------- Balance, December 31, 1997 3,215,559 Provision for possible losses 0 Charge-offs (303,525) Recoveries 68,978 --------- Balance, December 31, 1998 2,981,012 Provision for possible losses 0 Charge-offs (112,538) Recoveries 173,399 --------- Balance, December 31, 1999 $3,041,873 ========= 5. Premises and Equipment The composition of premises and equipment at December 31, 1999 and 1998 was as follows: 1999 1998 ---- ---- Premises $ 6,496,431 $ 5,985,628 Equipment 4,097,218 2,961,737 ---------- ----------- 10,593,649 8,947,365 Less accumulated depreciation and amortization 4,250,758 3,370,576 ---------- ----------- $ 6,342,891 $ 5,576,789 ========== =========== Total depreciation and amortization expense for the years ended December 31, 1999, 1998 and 1997 was $906,015, $834,209 and $802,623, respectively, and is included in data processing, occupancy and furniture and equipment expense. 6. Income Taxes The components of income tax expense for the years ended December 31, 1999, 1998 and 1997 are as follows: 1999 1998 1997 ---- ---- ---- Current: Federal $ 1,644,242 $ 1,713,257 $ 1,531,216 State 438,344 475,906 442,044 ---------- ---------- ---------- Total current 2,082,586 2,189,163 1,973,260 ---------- ---------- ---------- Deferred: Federal 68,392 (10,307) 54,614 State 25,599 3,616 26,115 ---------- ---------- ---------- Total deferred (prepaid) 91,991 (6,691) 80,729 ---------- ---------- ---------- Total $ 2,174,577 $ 2,182,472 $ 2,053,989 ========== ========== ========== -14- The difference between the income tax provision computed by applying the statutory federal income tax rate of 34% to income before income taxes and the actual income tax provision is summarized as follows: 1999 1998 1997 ---- ---- ---- Income tax expense at statutory rates $ 2,070,524 $ 2,035,999 $ 1,864,508 State income taxes, net of federal income tax benefit 304,883 316,485 308,984 Tax-exempt interest (206,274) (175,993) (132,117) Other, net 5,444 5,981 12,614 ---------- ---------- ---------- $ 2,174,577 $ 2,182,472 $ 2,053,989 ========== ========== ========== The Company has recorded in other assets a net deferred tax asset of $737,890. Realization is dependent on the generation of sufficient taxable income in future years. Although realization is not assured, management believes it is more likely than not that the full amount of the net deferred tax asset will be realized. However, the amount realizable could be reduced if estimates of future taxable income are reduced. At December 31, 1999 and 1998, the Company's net deferred tax asset, included in other assets in the accompanying consolidated balance sheets, consisted of the following components: 1999 1998 ---- ---- Gross deferred tax asset: Provision for possible loan losses $ 893,647 $ 899,555 Employee benefits and other compensation arrangements 323,512 328,752 Other 14,197 20,003 --------- --------- 1,231,356 1,248,310 Gross deferred tax liability: Accelerated tax depreciation (181,020) (228,531) Other (312,446) (366,799) --------- --------- (493,466) (595,330) --------- --------- Net deferred tax asset $ 737,890 $ 652,980 ========= ========= 7. Employee Benefits The Company has a defined benefit pension plan covering all eligible employees. The benefits are based on years of service and the employees' compensation as defined in the Plan agreement. The Company's funding policy is to make annual contributions to the Plan equal to at least the minimum amount required for actuarial purposes. Contributions are intended to provide not only for benefits attributed to service to date, but also for those to be earned in the future. -15- The following table sets forth the Plan's funded status and amounts recognized in the Company's consolidated balance sheets at December 31, 1999 and 1998: 1999 1998 ---- ---- Change in benefit obligation: Benefit obligation at beginning of year $(3,751,742) $(3,161,057) Service cost (249,962) (247,666) Interest cost (233,992) (226,980) Actuarial gain 636,872 (265,151) Benefits paid 283,338 149,112 --------- --------- Benefit obligation at end of year (3,315,486) (3,751,742) --------- --------- Change in plan assets: Fair value of assets at beginning of year 2,998,392 2,831,044 Actual return on plan assets 194,640 (166,661) Employer contributions 408,201 483,121 Benefits paid (283,338) (149,112) --------- --------- Fair value of plan assets at end of year 3,317,895 2,998,392 --------- --------- Funded status 2,409 (753,350) Unrecognized net loss 288,507 902,877 Unrecognized prior service cost 9,656 11,036 Unrecognized net asset (35,814) (44,767) --------- --------- Prepaid benefit cost $ 264,758 $ 115,796 ========= ========= The following weighted-average assumptions were used in accounting for the Company's pension plan for the years ended December 31, 1999, 1998 and 1997: 1999 1998 1997 ---- ---- ---- Discount rate 7.50% 6.50% 7.25% Expected return on plan assets 8.00% 8.00% 8.00% Rate of compensation increase 4.00% 4.00% 5.00% Net periodic benefit cost for the years ended December 31, 1999, 1998 and 1997 included the following components: 1999 1998 1997 ---- ---- ---- Service cost $ 249,962 $ 247,666 $ 213,920 Interest cost 233,992 226,980 202,397 Expected return on plan assets (244,119) (228,798) (188,254) Amortization of prior service cost 1,380 1,380 1,380 Amortization of transition obligation (8,953) (8,954) (8,954) Amortization of unrecognized gain 0 0 6,481 Recognized net loss 26,977 0 0 --------- --------- --------- Net periodic benefit cost $ 259,239 $ 238,274 $ 226,970 ========= ========= ========= -16- The Company has an Employee Stock Ownership Plan (ESOP) that enables eligible employees to own common stock. Annual cash contributions of $70,000 were made to the ESOP in 1999, 1998 and 1997. The Company implemented a 401(k) plan in 1989, covering all eligible employees. The Company matches a percentage of each participant's annual contribution to the plan as determined by the Board of Directors each year. Compensation expense recorded in 1999, 1998 and 1997 related to this plan was approximately $85,800, $81,400 and $78,900, respectively. 8. Commitments The Company leases branch offices and equipment under noncancelable agreements expiring at various dates through 2008 that require various minimum annual rentals. Rental expense totaled approximately $246,000, $185,000 and $170,000, for 1999, 1998 and 1997, respectively. The total future minimum rental commitments at December 31, 1999 aggregate $1,155,098. Rental commitments for each of the next five fiscal years and thereafter are as follows: 2000 $241,604 2001 208,182 2002 187,352 2003 109,350 2004 113,400 Thereafter 295,210 The Company is not party to any legal proceedings. The Bank is involved in various routine legal actions arising in the normal course of business, none of which is believed by management, based on its knowledge of the pertinent facts and opinions of legal counsel, to be material to the financial condition or operations of the Company. 9. Loans to Related Parties The schedule below discloses indebtedness of certain parties related to the Company: Balance Balance January 1 New Loans Repayments December 31 ---------- --------- ---------- ----------- 1998 $ 5,780,049 $1,373,994 $ 1,613,213 $ 5,540,830 1999 $ 5,540,830 $2,039,431 $ 1,706,514 $ 5,873,747 These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than normal risk of collectibility. 10. Deposits Deposits consisted of the following at December 31, 1999 and 1998: 1999 1998 ---- ---- Demand deposits $ 68,082,062 $ 60,511,257 Money-market deposits 32,523,219 25,419,293 NOW and FlexValue deposits 32,372,157 36,319,201 Cash management investment deposits 17,444,396 22,238,050 Savings deposit 36,672,396 36,059,685 Time certificates of deposit in denominations of $100,000 or more 25,347,341 19,130,242 Other time deposits 63,980,737 54,731,007 ----------- ----------- $276,422,308 $254,408,735 =========== ============ -17- 11. Condensed Financial Information of Community Bancorp, Inc. The following tables disclose certain parent-company-only financial information at December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999: Balance Sheets 1999 1998 ---- ---- Assets: Cash and cash equivalents $ 631,460 $ 366,631 Investment in subsidiary, at equity 27,645,540 25,066,007 Other assets 281,306 250,290 ---------- ---------- Total assets $ 28,558,306 $ 25,682,928 =========== ========== Liabilities and stockholders' equity: Other liabilities $ 247,035 $ 217,679 ---------- ---------- Total liabilities 247,035 217,679 ---------- ---------- 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, 2,960,912 shares outstanding, (2,944,588 shares outstanding at December 31, 1998) 7,998,045 7,998,045 Surplus 638,619 524,106 Undivided profits 22,116,681 19,274,861 Treasury stock at cost, 238,306 shares (254,630 shares at December 31, 1998) (2,217,972) (2,364,573) Accumulated other comprehensive income (224,102) 32,810 ---------- ---------- Total stockholders' equity 28,311,271 25,465,249 ---------- ---------- Total liabilities and stockholders' equity $28,558,306 $25,682,928 =========== ========== Statements of Income Years ended December 31, ------------------------------------------ 1999 1998 1997 ---- ---- ---- Income: Dividends from subsidiary bank $ 1,073,397 $ 949,690 $ 979,641 Other income 357,592 341,027 326,669 ----------- ----------- ---------- Total income 1,430,989 1,290,717 1,306,310 ----------- ----------- ---------- Expenses: Other 352,237 343,499 344,822 ----------- ----------- ---------- Total expenses 352,237 343,499 344,822 ----------- ----------- ---------- Income before undistributed net income of subsidiary bank 1,078,752 947,218 961,488 Equity in undistributed net income of subsidiary bank 2,836,465 2,858,543 2,468,371 ----------- ----------- ---------- Net income $ 3,915,217 $ 3,805,761 $ 3,429,859 =========== =========== =========== -18- Statements of Cash Flows Years ended December 31, ----------------------------------------- 1999 1998 1997 ---- ---- ---- Cash flows from operating activities: Net income $ 3,915,217 $ 3,805,761 $ 3,429,859 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed net income of subsidiary bank (2,836,465) (2,858,543) (2,468,371) Increase in other assets (30,996) (30,821) (2,935) Increase (decrease) in other liabilities 29,356 32,538 (8,698) ---------- ---------- ---------- Total adjustments (2,838,105) (2,856,826) (2,480,004) ---------- ---------- ---------- Net cash provided by operating activities 1,077,112 948,935 949,855 ---------- ---------- ---------- Cash flows from financing activities: Purchase of treasury stock (630) 0 (291,612) Reissuance of treasury stock 261,744 274,965 150,019 Dividends declared (1,073,397) (949,690) (838,027) ---------- ---------- ---------- Net cash used in financing activities (812,283) (674,725) (979,620) ---------- ---------- ---------- Net increase (decrease) in cash and cash equivalents 264,829 274,210 (29,765) Cash and cash equivalents at beginning of year 366,631 96,421 122,186 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 631,460 $ 366,631 $ 92,421 ========== ========== =========== Cash and cash equivalents consist of a money market demand deposit account on deposit with the subsidiary bank. The approval of the Comptroller of the Currency is required for a national bank to pay dividends if the total of all dividends declared in any calendar year exceeds the bank's net profits (as defined) for that year combined with its retained net profits for the preceding two calendar years. During 2000, Community National Bank can, under this formula, declare dividends to Community Bancorp, Inc. of approximately $5,695,000, plus an additional amount equal to the Bank's net profit for 2000, up to the date of any such dividend declaration, without the approval of the Comptroller of the Currency. 12. Financial Instruments With Off-Balance-Sheet Risk The Company is party to financial instruments with off-balance-sheet risk in the normal course of business. These financial instruments primarily consist of commitments to extend credit and standby letters of credit. Loan commitments are made to accommodate the financial needs of the Company's customers. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. They are primarily issued to guarantee other customer obligations. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company's normal credit policies. Collateral typically is obtained based on management's credit assessment of the customer. Loan commitments and standby letters of credit usually have fixed expiration dates or other termination clauses. Some commitments and letters of credit expire without being drawn upon. Accordingly, the total commitment amounts do not necessarily represent future cash requirements of the Company. -19- The Company's maximum exposure to credit loss for loan commitments (unfunded loans and unused lines of credit) and standby letters of credit outstanding at December 31, 1999 and 1998 was as follows: 1999 1998 ---- ---- Commitments to extend credit: Fixed-rate (6.99% to 9.00%) $ 1,378,747 $ 1,241,424 Adjustable rate 40,544,958 36,125,831 Standby letters of credit $ 246,693 $ 615,530 =========== =========== Commitments to extend credit on a fixed-rate basis expose the Company to a certain amount of interest rate risk if market rates of interest substantially increase during the commitment period. The Company has also sold mortgage loans with recourse in the event of the default of the borrower. Loans sold with recourse are accounted for as sales in the accompanying financial statements, with provisions made for anticipated losses under the recourse provisions. At December 31, 1999 and 1998, the outstanding balance of such mortgages totaled approximately $194,000 and $254,000, respectively. Fees associated with the Company's off-balance-sheet financial instruments are minimal; therefore, the fair value of off-balance-sheet financial instruments is not material. 13. Regulatory Capital The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 1999, that the Company and the Bank met all capital adequacy requirements to which they are subject. As of December 31, 1999 and 1998, the most recent notification from the Office of the Comptroller of the Currency categorized the Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized", the Bank must maintain total risk-based, Tier 1 risk- based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category. -20- The Company's and the Bank's actual capital amounts and ratios at December 31, 1999 and 1998 are presented in the following table (dollars are in thousands): To Be Well Capitalized For Capital Under Prompt Corrective Actual Adequacy Purposes Action Provisions --------------- ----------------- ----------------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- As of December 31, 1999: Company (consolidated): Total capital (to risk-weighted > assets) $30,815 16.80% $14,676 - 8.00% N/A N/A Tier 1 capital (to risk-weighted > assets) 28,513 15.54% 7,338 - 4.00% N/A N/A Tier 1 capital > (to average assets) 28,513 9.07% 12,571 - 4.00% N/A N/A Bank: Total capital (to risk-weighted > > assets) 30,157 16.43% 14,676 - 8.00% $18,345 - 10.00% Tier 1 capital (to risk-weighted > > assets) 27,847 15.18% 7,338 - 4.00% 11,007 - 6.00% Tier 1 capital > > (to average assets) 27,847 8.86% 12,571 - 4.00% 15,713 - 5.00% As of December 31, 1998: Company (consolidated): Total capital (to risk-weighted > assets) $27,434 17.08% $12,850 - 8.00% N/A N/A Tier 1 capital (to risk-weighted > assets) 25,414 15.82% 6,425 - 4.00% N/A N/A Tier 1 capital > (to average assets) 25,414 8.78% 11,584 - 4.00% N/A N/A Bank: Total capital (to risk-weighted > > assets) 27,035 16.83% 12,850 - 8.00% $16,063 - 10.00% Tier 1 capital (to risk-weighted > > assets) 25,015 15.57% 6,425 - 4.00% 9,638 - 6.00% Tier 1 capital > > (to average assets) 25,015 8.64% 11,584 - 4.00% 14,480 - 5.00% -21- 14. Disclosures about Fair Value of Financial Instruments In December 1991, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments" (SFAS No. 107). This statement requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and due from banks and federal funds sold: The carrying amounts reported in the balance sheet for cash and due from banks and federal funds sold approximate those assets' fair values. Securities (including mortgage-backed securities, securities held to maturity and securities available for sale): Fair values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for certain one-to-four family residential mortgages are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values for credit card loans and other consumer loans are based on carrying values, as the loans reprice frequently at current market rates. The fair values for other loans (e.g., commercial real estate and rental property mortgage loans, and commercial and industrial loans) are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of accrued interest receivable approximates its fair value. Off-balance-sheet instruments: The fair value of lending commitments discussed in Note 12 is not considered material nor has it been reflected in the estimation of the fair value of the related loans. Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Short-term borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements and other short-term borrowings approximate their fair values. Commitments to extend credit/sell loans: The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of customers. For fixed-rate loan commitments and obligations to deliver fixed-rate loans, fair value also considers the difference between committed rates and current levels of interest rates. Values not determined: SFAS No. 107 excludes certain financial instruments from its disclosure requirements, including real estate included in banking premises and equipment, the intangible value of the Bank's portfolio of loans serviced (both for itself and for others) and related servicing network and the intangible value inherent in the Bank's deposit relationships (i.e. core deposits) among others. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Bank. -22- The carrying amount and estimated fair values of the Bank's financial instruments at December 31, 1999 and 1998 are as follows: 1999 ----------------------------- Carrying Estimated Amount Fair Value ------------ ----------- Financial instrument assets: Cash and cash equivalents $ 27,934,985 $ 27,934,985 Securities 128,033,082 125,972,616 Loans, including held for sale, net 161,651,279 163,282,691 Financial instrument liabilities: Deposits 276,422,308 276,851,881 Short-term borrowings 21,766,424 21,766,424 1998 ------------------------------ Carrying Estimated Amount Fair Value ------------ ----------- Financial instrument assets: Cash and cash equivalents $ 34,601,043 $ 34,601,043 Securities 118,743,991 119,517,834 Loans, including held for sale, net 138,573,208 141,091,987 Financial instrument liabilities: Deposits 254,408,735 254,796,482 Short-term borrowings 19,747,496 19,747,496 -23- [The following report appears on Arthur Andersen LLP letterhead] Report of Independent Public Accountants To the Board of Directors and Stockholders of Community Bancorp, Inc.: We have audited the accompanying consolidated balance sheets of Community Bancorp, Inc. (a Massachusetts corporation) and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for the three years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Community Bancorp, Inc. and subsidiary as of December 31, 1999 and 1998, and the results of their operations and their cash flows for the three years then ended, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Boston, Massachusetts January 25, 2000 -24- Management's Discussion and Analysis of Financial Condition and Results of Operations Summary The Company recorded net income of $3,915,217 for the year ended December 31, 1999, representing an increase of $109,456 or 2.9% over $3,805,761 recorded in 1998. Earnings per share of $1.33 for the current period compared to $1.30 for the year ended December 31, 1998. The improvement in net income resulted primarily from increases in net interest income and noninterest income, partially offset by an increase in noninterest expense. Deposits of $276,422,308 at December 31, 1999 increased by $22,013,573 or 8.7% from $254,408,735 at December 31, 1998. The increase occurred in both interest bearing and noninterest bearing deposit categories. Loans of $164,360,466 at December 31, 1999 increased by $24,136,524 or 17.2% from $140,223,942 at December 31, 1998. The increase took place primarily in the commercial loan and residential mortgage loan categories. Noncurrent loans (nonaccrual loans and loans 90 days or more past due but still accruing) totaled $684,649 and $914,555 at December 31, 1999 and 1998, respectively. There were no accruing troubled debt restructurings at December 31, 1999 or 1998. Other real estate owned totaled $10,359 at December 31, 1999, and $0 at December 31, 1998. Assets of $327,996,575 at December 31, 1999 represented a $27,109,744 or 9.0% increase over $300,886,831 at December 31, 1998. 1999 Compared to 1998 Interest income for the year ended December 31, 1999 was $21,840,725, representing an increase of $1,180,942 or 5.7% over $20,659,783 for the year ended December 31, 1998, primarily due to a $22,224,584 or 8.3% increase in average earning assets, partially offset by lower average interest rates, during 1999. The weighted average taxable equivalent yield on net earning assets was 7.61% and 7.81% in 1999 and 1998, respectively. Interest expense of $7,829,668 in 1999 represented an increase of $154,556 or 2.0% from $7,675,112 in 1998, primarily due to a $17,199,159 or 8.2% increase in average interest bearing liabilities, partially offset by lower average interest rates, during 1999. The weighted average cost of interest bearing liabilities was 3.46% in 1999 and 3.67% in 1998. Net interest income for 1999 was $14,011,057, representing an increase of $1,026,386 or 7.9% compared to $12,984,671 recorded in 1998. Noninterest income for the year ended December 31, 1999 was $3,215,746, representing an increase of $15,259 or .5% from $3,200,487 in 1998. This increase resulted primarily from increases in merchant credit card processing asssessments and other charges, commissions and fees, much of which was offset by a reduction in gains on sales of loans. The decrease in gains on sales of loans resulted from a significant reduction in the volume of residential mortgages originated for sale in the secondary market during 1999 as compared to 1998. Noninterest expense for the year ended December 31, 1999 of $11,137,009 represented an increase of $940,084 or 9.2% from $10,196,925 recorded during 1998. This increase was the result of increases in all primary noninterest expense categories. Noninterest expense attributed to the two new Community National Bank branches that were opened during 1999 was approximately $502,000. The Company does not anticipate adopting a program of branch openings or acquisitions during 2000. There was no provision for possible loan losses in 1999 or 1998, reflecting management's continuing evaluation of the adequacy of the allowance for possible loan losses and its belief that the allowance is adequate. Management will continue its ongoing assessment of the adequacy of the allowance for possible loan losses during 2000 and may adjust the provision for possible loan losses if necessary. Income tax expense of $2,174,577 for the year ended December 31, 1999 compared to $2,182,472 for 1998, resulting from an increase in nontaxable income and decrease in taxable income during the current period. Net income of $3,915,217 for the year ended December 31, 1999 represented an increase of $109,456 or 2.9% over $3,805,761 recorded in 1998. The foregoing discussion summarized the primary components of this increase in earnings. 1998 Compared to 1997 Interest income for the year ended December 31, 1998 was $20,659,783, representing an increase of $1,489,832 or 7.8% over $19,169,951 for the year ended December 31, 1997, primarily due to a $30,001,910 or 12.6% increase in average earning assets, partially -25- offset by lower average interest rates, during 1998. The weighted average taxable equivalent yield on net earning assets was 7.81% and 8.14% in 1998 and 1997, respectively. Interest expense of $7,675,112 in 1998 represented an increase of $779,890 or 11.3% from $6,895,222 in 1997, primarily due to an $24,209,917 or 13.1% increase in average interest bearing liabilities, partially offset by lower average interest rates, during 1998. The weighted average cost of interest bearing liabilities was 3.67% in 1998 and 3.73% in 1997. Net interest income for 1998 was $12,984,671, representing an increase of $709,942 or 5.8% compared to $12,274,729 recorded in 1997. Noninterest income for the year ended December 31, 1998 was $3,200,487, representing an increase of $545,859 or 20.6% from $2,654,628 in 1997. This increase resulted primarily from increases in merchant credit card processing, gains on sales of loans and other charges, commissions and fees, partially offset by reductions in service charges and gains on sales of securities. Noninterest expense for the year ended December 31, 1998 of $10,196,925 represented an increase of $751,416 or 8.0% from $9,445,509 recorded during 1997. This increase was the result of increases in all primary noninterest expense categories. There was no provision for possible loan losses in 1998 or 1997, reflecting management's continuing evaluation of the adequacy of the allowance for possible loan losses and its belief that the allowance is adequate. Income tax expense of $2,182,472 for the year ended December 31, 1998 compared to $2,053,989 for 1997, the result of an increase in taxable income during the current period. Net income of $3,805,761 for the year ended December 31, 1998 represented an increase of $375,902 or 11.0% over $3,429,859 recorded in 1997. The foregoing discussion summarized the primary components of this increase in earnings. Allowance for Possible Loan Losses The allowance for possible loan losses is maintained at a level believed by management to be adequate to absorb inherent losses in the loan portfolio, including commitments to extend credit (i.e. lines of credit). The allowance 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. The allowance is maintained at an adequate level through the provision for possible loan losses, which is a charge to operating income. At December 31, 1999 the allowance was $3,041,873, representing 1.9% of total loans, compared to $2,981,012, representing 2.1% of total loans at December 31, 1998. The potential for loss in the loan portfolio reflects the risks and uncertainties inherent in the extension of credit. The determination of the adequacy of the allowance for possible loan losses is based upon management's assessment of risk elements in the portfolio, factors affecting loan quality and assumptions about the economic environment in which the Company operates. Included in this assessment are specific credit reviews, past loan loss experience, current economic conditions and trends, known and inherent risks in the loan portfolio, adverse situations that may affect a borrower's ability to repay, the estimated value of any underlying collateral and the volume and risk characteristics of the loan portfolio. The assessment process includes the identification and analysis of loss potential in various portfolio segments utilizing a credit risk-rating system and specific reviews and evaluations of significant problem credits. In addition, management reviews overall portfolio quality through an analysis of current levels and trends in charge-off, delinquency and nonaccrual loan data, forecasted economic conditions and the overall prevailing banking environment. These reviews are of necessity dependent upon estimates, appraisals and judgments which may change quickly due to changes in economic conditions and the Company's perception of how these factors may affect the financial condition of its borrowers. The methodology for assessing the adequacy of the overall allowance consists of an evaluation of its three key components: - The general allowance for the various loan portfolio classifications - The valuation allowance for loans specifically identified as impaired - The unallocated allowance The general allowance is a percentage-based reflection of historical loss experience and estimated inherent future losses within the loan portfolio. The general allowance employs a risk-rating model that grades loans based on their general characteristics of credit quality and relative risk. It is calculated by applying various fixed percentages against the total of all commitments to extend credit. Under this formula, the risk rating of a loan demonstrating deteriorating credit quality is downgraded, the loan is placed on the Company's internal "Watch List" and its allowance allocation is increased. For the remainder of the loan portfolio, appropriate allowance levels are estimated based on judgments regarding the type of loan, economic conditions and trends, potential exposure to loss and other factors. The valuation allowance reflects specific estimates of potential losses on individual impaired loans. Such loans are evaluated for potential loss by calculating the net present value of the expected future cash flows using the loan's original effective interest rate, or estimating the fair value of the collateral if the loan is collateral-dependent. When the difference between the net present value of a loan (or the fair value of the collateral) is lower than the recorded loan balance, the difference represents the valuation allowance for that loan. -26- In addition to the general allowance and the valuation allowance, there is an unallocated allowance that recognizes the estimation risks associated with the general and the valuation allowance calculations, and that reflects management's evaluation of various conditions, the effect of which are not directly measurable in determining the general and valuation allowances. The estimation of the inherent losses resulting from these conditions involves a higher degree of uncertainty because they are not identified with any specific loans or portfolio segments. The conditions evaluated in connection with determining the unallocated allowance include the following: - Current general economic and business conditions affecting the Company's lending area - Recent trends in collateral values - Loan portfolio growth - Changes in loan portfolio concentrations - General seasoning of the loan portfolio - Changes in specific industry conditions within the portfolio segments - Recent loss experience in particular segments of the portfolio - Duration of the current business cycle - Results of the Company's independent credit reviews - Results of regulatory examinations When an evaluation of these conditions signifies a change in the level of inherent portfolio risk, the Company may adjust the unallocated allowance to reflect that change. Periodic credit reviews are conducted to enable the Company to adjust the general allowance through the loan risk-rating process, and to identify loans requiring a specific valuation allowance. Although the Company realized total loan growth of $24,136,524 or 17.2% during 1999, there were no significant changes in loan concentrations, loan quality or loan terms during the period. Estimation methods and assumptions affecting the allowance remained unchanged from those used in prior years. There was no significant reallocation of the allowance among the various segments of the portfolio. Securities The Company's securities portfolio consists primarily of obligations of the U.S. Treasury, U.S. Government sponsored agencies, mortgage-backed securities and obligations of various municipalities. These assets are used in part to secure public deposits and as collateral for repurchase agreements. Total securities were $128,033,082 at December 31, 1999, representing an increase of $9,289,091 or 7.8% from $118,743,991 at December 31, 1998. Total securities averaged $119.2 million for 1999, an increase of $11.3 million or 10.5% over $107.9 million for 1998. All mortgage-backed securities in the Company's securities portfolio have been issued by U.S. Government sponsored agencies. Management believes no other-than-temporary impairment has occurred with regard to any security in the securities portfolio. The Company's liquidity position provides the ability to hold all currently owned securities to maturity. There were no sales of securities during 1999. Liquidity and Capital Resources The Company's principal sources of liquidity are customer deposits, amortization and pay-offs of loan principal and the amortization and maturities of securities. These sources provide funds for loan originations, the purchase of securities and other activities. Deposits are considered a relatively stable source of funds. At December 31, 1999 and 1998, deposits were $276.4 million and $254.4 million, respectively. Management anticipates that deposits will increase moderately during 2000. Of the Company's $128.0 million in securities at December 31, 1999, $24.0 million or 18.8% mature within one year. 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 of Boston which provides additional borrowing opportunities. In conjunction with the Company's Year 2000 readiness preparations and contingency planning process, the Bank made a special arrangement with Federal Home Loan Bank for a $10,000,000 loan for the period of November 15, 1999 through March 15, 2000. The purpose of the loan was to provide additional liquidity sufficient to fund the potential increase in withdrawals from customer deposit accounts associated with Year 2000 concerns. However, the potential increase in deposit account withdrawals near the end of the year did not materialize. Therefore, the Bank obtained permission from the Federal Home Loan Bank to repay the $10,000,000 loan on December 28, 1999, and the loan was repaid on that date. Bank regulatory authorities have established a capital measurement tool called Tier 1 leverage capital. A 4.00% ratio of Tier 1 leverage capital to assets now constitutes the minimum capital standard for most banking organizations. At December 31, 1999 and 1998, the Company's Tier 1 leverage capital ratio was 8.69% and 8.45%, respectively. 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 December 31, 1999, the Company's Tier 1 and total risk-based capital ratios were 15.54% and 16.80%, respectively. At December 31, 1998, the Company's Tier 1 and total risk-based capital ratios were 15.82% and 17.08%, respectively. The Bank is categorized as "well capitalized" under the Federal Deposit Insurance Corporation Improvement Act of 1991 (F.D.I.C.I.A.). -27- Asset/Liability Management and Interest Rate Risk The Company has an Asset/Liability Management Committee which oversees all asset/liability management activities. The committee establishes general guidelines each year and meets regularly to review the Company's operating results, to measure and monitor interest rate risk 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 in an effort to prudently manage interest rate risk. A common benchmark of this 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 its interest rate sensitive assets in response to such changes. The Company's negative one year cumulative gap position at December 31, 1999, which represents the excess of repricing liabilities versus repricing assets, was -7.8% expressed as a percentage of total assets. During the first quarter of 1999, the Asset/Liability Management Committee recommended that the Company increase its residential real estate loan portfolio by approximately $12.0 million. That recommendation was made following an analysis of the Company's balance sheet, its liquidity position, the prevailing interest rate environment at that time and the alternative uses of funds. The Company was successful in achieving that portfolio growth through the origination of a combination of three and five year adjustable rate, as well as fifteen year fixed rate, loans. The Committee also recommended an increase in the Company's commercial real estate loan portfolio for similar reasons. Although those recommendations resulted in an increase in the negative one year cumulative gap position, the Company's overall earnings position was strengthened by increasing the loan portfolios. The combined growth in residential and commercial real estate loans was approximately $22.8 million during 1999. Year 2000 The following Year 2000 statements constitute a Year 2000 Readiness Disclosure within the meaning of the Year 2000 Information and Readiness Disclosure Act of 1998. As of March 1, 2000, the Company had experienced no Year 2000 related problems. All mission-critical and non-mission-critical systems have performed correctly. However, the Year 2000 issue still poses several potential risks to the Company. A number of the Company's borrowers utilize computers and computer software to varying degrees in conjunction with the operation of their businesses. The customers and suppliers of those businesses may utilize computers as well. Should the Company's borrowers, or the businesses on which they depend, experience Year 2000 related computer problems, such borrowers' cash flow could be disrupted, adversely affecting their ability to repay their loans with the Company. The Company assessed its year 2000 exposure to credit customers through the use of questionnaires and personal interviews during 1998 and 1999. Management's determination of the potential impact the Year 2000 issue could have on those customers' ability to continue servicing their debt in a satisfactory manner has been factored into the Company's credit risk rating system. As of March 1, 2000 the Company was aware of no credit problems related to the Year 2000 issue. Similar Year 2000 issues could affect certain of the Company's business depositors, potentially causing interruptions in their cash flows that could result in their inability to maintain historical deposit balance levels in their accounts. Such an event could result in the reduction of deposit balances available to the Company for loans, investments, etc. As of March 1, 2000 the Company was aware of no deposit balance reductions related to the Year 2000 issue. Certain utility services, such as electrical power and telecommunications services, could be disrupted if those services experience Year 2000 related problems. Also, should Year 2000 related problems occur which cause any of the systems of certain third parties upon which the Company depends to become inoperative, increased personnel costs could be incurred if additional staff is required to perform functions that the inoperative systems would have otherwise performed. As of March 1, 2000 the Company had experienced no disruption of utility or other third-party services related to the Year 2000 issue. The Company believes it is not possible to estimate the potential lost revenue due to the remaining potential Year 2000 problems discussed above, as the occurrence, extent and longevity of such potential problems cannot be predicted. As of March 1, 2000 the Company had experienced no lost revenue related to the Year 2000 issue. The Company's estimated total cost to replace computer equipment, software programs, or other equipment containing embedded microprocessors that were not Year 2000 compliant was approximately $216,000, all of which was incurred by June 30, 1999. System maintenance or modification costs were expensed as incurred, while the cost of new hardware, software, or other equipment was capitalized and amortized over their useful lives. There were no deferred capital expenditures as a result of the Year 2000 issue. -28- [The following text appears on the inside back cover] DIRECTORS & OFFICERS - -------------------- COMMUNITY BANCORP, INC. AND COMMUNITY NATIONAL BANK - ---------------------------------------------------- Chairman of the Board - --------------------- Dennis F. Murphy, Jr. President and Treasurer of D. Francis Murphy Insurance Agency, Inc. Directors: - --------- Alfred A. Cardoza Retired Jennie Lee Colosi President and Treasurer of E. T. & L. Construction, Inc. Antonio Frias President and Treasurer of S & F Concrete Contractors, Inc. I. George Gould Chairman of the Board of Gould's, Inc. Horst Huehmer Retired Donald R. Hughes, Jr. Treasurer and Clerk of Community Bancorp, Inc., Executive Vice President of Community National Bank James A. Langway President and Chief Executive Officer of Community Bancorp, Inc. and Community National Bank David L. Parker Chairman of the Board of Larkin Lumber Company Mark Poplin President and Treasurer of Poplin Supply Company David W. Webster President of Knight Fuel Company, Inc. Officers: - -------- James A. Langway President and Chief Executive Officer Donald R. Hughes, Jr. Treasurer and Clerk COMMUNITY NATIONAL BANK - ----------------------- Officers - -------- James A. Langway President and Chief Executive Officer Donald R. Hughes, Jr. Executive Vice President Robert P. Converse Auditor Joy A. Pare' Executive Administrative Officer Commercial Banking - ------------------ John P. Galvani Senior View President Christal M. Bjork Vice President Daniel L. Heney Vice President Linda Glaser Assistant Vice President Jennifer D. Vasquezi Commercial Loan Officer Compliance/Personnel/Legal - -------------------------- Grace L. Blunt, Esq. Senior Vice President Diane L. LeBlanc Assistant Vice President Financial Control - ----------------- Robert E. Leist Senior Vice President Investment Management & Trust - ----------------------------- R. Richard Wilson V. P. and Investment Officer Operations/EDP and Electronic Banking - ------------------------------------- Janet A. Lyman Senior Vice President James P. Vasquezi Vice President Margaret M. Vasquezi Assistant Vice President Susan B. Gillespie Operations Officer Michelle M. Temple Loan Servicing Officer Retail Banking/Mortgage - ----------------------- Richard K. Bennett Senior Vice President Nanci J. Pisani V. P. - Business Development Elizabeth M. Tewksbary V. P. - Branch Administration Rocco Vallande V. P. - Consumer Lending Linda Benway Assistant Vice President Denise M. Fernald Branch Officer Kelli Mason Branch Officer M. Jean Mickle Branch Officer Lois A. Seymour Branch Officer Raymond A. Murphy III Facilities Officer Lynda L. D'Orlando Mortgage Officer Sandra M. Borella Mortgage Underwriting Officer Clark Hooper Security Officer Suzanne Polagruto Consumer Loan Officer The Company's Securities and Exchange Commission filing on Form 10-K is available to our stockholders upon request. [The following text appears on the back cover.] Community Bancorp, Inc. Parent company of Community National Bank [Community National Bank's logo appears in this space] 17 Pope Street Hudson, Massachusetts 01749 tel 978-568-8321 fax 978-568-7129 877-CNB-DIRECT Acton 270 Great Road tel 978-263-8376 fax 978-266-2610 Boxborough 629 Massachusetts Avenue tel 978-264-9092 fax 978-266-2600 Concord 1134 Main Street tel 978-369-5421 fax 978-371-6600 Framingham 39 Edgell Road tel 508-875-1333 fax 508-370-3885 Hudson South 177 Broad Street tel 978-568-8813 fax 978-568-2610 Internet Branch www.combanc.com cnb-mail@combanc.com Loan Center 12 Pope Street, Hudson tel 978-568-8321 fax 978-562-9984 Marlborough Center 96 Bolton Street tel 508-485-5003 fax 508-229-4602 Marlborough East 500 Boston Post Road tel 508-485-3599 fax 508-229-4601 Stow 159 Great Road tel 978-461-1600 fax 978-461-1610 Sudbury 450 Boston Post Road tel 978-443-1620 fax 978-443-1626 ATM LOCATIONS: New England Sports Center Donald Lynch Blvd., Marlborough Shaw's Supermarket Route 85, Hudson Solomon Pond Mall Donald Lynch Blvd., Marlborough Equal Opportunity Lender Member FDIC