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 MARCH 31, 2001 ------------------------------------ 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 5,914,441 shares outstanding as of April 30, 2001 PART I - FINANCIAL INFORMATION ------------------------------ COMMUNITY BANCORP, INC. Item 1. CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, December 31, 2001 2000 ------------ ------------ ASSETS Cash and due from banks $ 13,899,226 $ 16,472,547 Federal funds sold 38,626,966 31,136,266 Securities available for sale, at market 47,276,652 50,110,202 Securities held to maturity (market value $91,865,703 at 3/31/01 and $92,302,813 at 12/31/00) 91,866,065 92,441,522 Mortgage loans held for sale 2,396,025 295,742 Loans 175,552,218 176,029,265 Less allowance for loan losses 2,806,799 2,812,392 ----------- ----------- Total net loans 172,745,419 173,216,873 ----------- ----------- Premises and equipment, net 6,510,432 6,234,641 Other assets, net 4,975,208 4,959,718 ----------- ----------- Total assets $378,295,993 $374,867,511 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits Noninterest bearing $ 66,762,668 $ 75,969,408 Interest bearing 244,079,955 231,159,424 ----------- ----------- Total deposits 310,842,623 307,128,832 ----------- ----------- Federal funds purchased and securities sold under repurchase agreements 31,253,261 33,463,166 Other Liabilities 3,168,919 2,460,642 ----------- ----------- Total liabilities 345,264,803 374,867,511 ----------- ----------- 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, 6,398,436 shares issued, 5,914,441 shares outstanding 15,996,090 15,996,090 Surplus 101,378 101,378 Undivided profits 18,883,134 18,052,893 Treasury stock, at cost, 483,995 shares (2,414,762) (2,414,762) Accumulated other comprehensive income 465,350 79,272 ----------- ----------- Total stockholders' equity 33,031,190 31,814,871 ----------- ----------- Total liabilities and stockholders' equity $378,295,993 $374,867,511 =========== =========== <FN> See accompanying notes. -2- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended March 31, -------------------------- 2001 2000 ---------- ---------- Interest income: Interest and fees on loans $3,990,995 $3,625,453 Interest and dividends on securities: Taxable interest 1,923,012 1,748,370 Nontaxable interest 199,565 146,840 Dividends 24,378 20,629 Interest on federal funds sold 452,390 171,298 --------- --------- Total interest income 6,590,340 5,712,590 --------- --------- Interest expense: Interest on deposits 2,040,718 1,763,219 Interest on short term borrowings 433,086 301,204 --------- --------- Total interest expense 2,473,804 2,064,423 --------- --------- Net interest income 4,116,536 3,648,167 --------- --------- Provision for loan losses -- -- --------- ---------- Net interest income after provision for loan losses 4,116,536 3,648,167 --------- --------- Noninterest income: Merchant credit card assessments 426,529 382,028 Service charges 154,725 155,992 Other charges, commissions and fees 309,342 256,434 Gains on sales of loans, net 41,870 19,144 Gains on sales of securities, net -- -- Other 26,119 23,358 -------- -------- Total noninterest income 958,585 836,956 --------- --------- Noninterest expense: Salaries and employee benefits 1,645,165 1,427,596 Data processing and ATM network 294,027 264,079 Occupancy, net 242,042 188,425 Furniture and equipment 101,640 100,062 Credit card processing 387,324 322,947 Printing, stationery and supplies 57,486 58,380 Professional fees 120,857 87,077 Marketing and advertising 55,360 67,808 Other 359,183 302,002 --------- --------- Total noninterest expense 3,263,084 2,818,376 --------- --------- Income before income taxes 1,812,037 1,666,747 Income taxes 638,759 601,950 --------- --------- Net income $1,173,278 $1,064,797 ========= ========= Basic and diluted earnings per common share $ .198 $ .180 Dividends per share $ .058 $ .049 Basic and diluted weighted average number of shares 5,914,441 5,917,430 <FN> See accompanying notes. -3 COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three months ended March 31, -------------------------- 2001 2000 ----------- ---------- Net income $ 1,173,278 $1,064,797 Other comprehensive income: Unrealized securities gains (losses) arising during period 653,596 (351,996) Income tax (expense) benefit on securities gains (losses) arising during period (267,516) 144,072 --------- --------- Net unrealized securities gains (losses) arising during period 386,080 (207,923) Less: reclassification adjustment for securities (gains) losses included in income -- -- Income tax expense (benefit) on securities (gains) losses included in income -- -- --------- --------- Net reclassification adjustments for securities (gains) losses included in net income -- -- --------- --------- Other comprehensive income (loss) 386,080 (207,923) --------- --------- Comprehensive income $1,559,358 $ 856,874 ========= ========= <FN> See accompanying notes. -4- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended March 31, -------------------------- 2001 2000 ---------- ---------- Cash flows from operating activities: Net income $ 1,173,278 $1,064,797 Adjustments to reconcile net income to net cash provided by operating activities: (Increase) in mortgage loans held for sale (2,100,283) (342,542) Depreciation and amortization 239,793 225,188 Amortization of investment securities discounts and premiums, net 38,974 8,036 (Increase)decrease in other liabilities (209,821) 57,275 Increase in taxes payable 666,244 383,180 (Decrease) in interest payable (3,409) (23,993) (Increase) in other assets (350,466) (257,210) Decrease in interest receivable 284,976 147,785 ---------- ---------- Total adjustments (1,433,992) 197,719 ---------- ---------- Net cash (used in) provided by operating activities $ (260,714) $ 1,262,516 ---------- ---------- Cash flows from investing activities: Maturities and principal repayments of securities available for sale 3,442,232 2,278,359 Maturities and principal repayments of securities held to maturity 23,361,846 2,750,158 Purchases of securities available for sale -- (44,400) Purchases of securities held to maturity (22,780,457) (326,382) Net change in federal funds sold (7,490,700) (15,575,975) Net change in loans and other real estate owned 497,371 2,060,019 Acquisition of property, plant and equipment (515,584) (258,979) ---------- ---------- Net cash used in investing activities (3,485,292) (9,117,200) ---------- ---------- Cash flows from financing activities: Net change in deposits 3,713,791 1,493,934 Net change in repurchase agreements (2,209,905) 3,207,662 Purchase of treasury stock -- (327,132) Dividends paid (331,201) (281,287) ---------- ---------- Net cash provided by financing activities 1,172,685 4,093,177 ---------- ---------- Net (decrease) in cash and due from banks (2,573,321) (3,761,507) ---------- ---------- Cash and due from banks at beginning of period 16,472,547 21,010,959 ---------- ---------- Cash and due from banks at end of period $13,899,226 $17,249,452 ========== ========== <FN> See accompanying notes. Supplemental disclosures: 1. Cash paid for interest was $2,477,213 and $2,088,416 for the three months ended March 31, 2001 and 2000, respectively. 2. Cash paid for income taxes was $ 0 and $218,770 for the three months ended March 31, 2001 and 2000, respectively. -5- COMMUNITY BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2001 _________________________________________________________________________ 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 accounting principals generally accepted in the United States. 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, 2000. 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 are no securities outstanding that are potentially dilutive. For the three months ended March 31, 2001, the Company has excluded 9,000 shares related to common stock issuable pursuant to the exercise of stock options from the calculation of the Company's diluted earnings per share, as the exercise price of those stock options was equal to the average fair market value of the Company's common stock for the three months ended March 31, 2001. 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. 4. OPERATING SEGMENTS ------------------ The Company has adopted SFAS no. 131, "Disclosures About Segments of an Enterprise and Related Information", which established standards for reporting information about operating segments in annual financial statements. 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. The adoption of SFAS No. 131 did not have any material effect on the Company's primary financial statements or results of operations. -6- The Company has identified its reportable operating business segment as "Community Banking". The company's community banking segment consists of commercial and retail banking. The community banking segment is managed as a single strategic unit and derives its revenues from a wide range of banking services, including investing and lending activities and the acceptance of demand, savings and time deposits. Nonreportable operating segments of the Company's operations which do not have similar characteristics to the community banking operations and do not meet the thresholds requiring separate disclosure are included in the "Other" category in the disclosure of business segments below. The nonreportable segment represents the holding company financial information. The accounting policies used in the disclosure of business segments are the same as those described in the summary of significant accounting policies. The consolidation adjustments reflect certain eliminations of intersegment revenue, cash and investments in the subsidiary. Reportable segment-specific information, and the reconciliation to consolidated financial information, are as follows: Other Adjustments Community and Banking Other Eliminations Consolidated ------------ ---------- ------------ ------------ March 31, 2001 - -------------- Investment securities $139,142,717 $ -- $ -- $139,142,717 Net loans 175,141,444 -- -- 175,141,444 Total assets 378,295,993 -- -- 378,295,993 Total interest income 6,590,340 2,812 2,812) 6,590,340 Total interest expense 2,476,584 -- (2,780) 2,473,804 Net interest income 4,113,756 -- 2,780 4,116,536 Net income $ 1,172,338 $1,173,278 $(1,172,338) $ 1,173,278 - --------------------------------------------------------------------------- March 31, 2000 - -------------- Investment securities $123,015,315 $ -- $ -- $123,015,315 Net loans 159,906,455 -- -- 159,906,455 Total assets 333,370,382 -- -- 333,370,382 Total interest income 5,712,590 3,208 (3,208) 5,712,590 Total interest expense 2,067,631 -- (3,208) 2,064,423 Net interest income 3,644,959 -- 3,208 3,644,959 Net income $ 1,063,585 $1,064,797 $(1,063,585) $ 1,064,797 - -------------------------------------------------------------------------- 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. 7- 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 $1,173,278 for the three months ended March 31, 2001, representing an increase of $108,481 or 10.2% over $1,064,797 for the same period in 2000. Earnings per share of $.198 for the current period represented an increase of $.018 from $.180 for the three months ended March 31, 2000. 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, data processing and ATM network, occupancy, credit card processing, professional fees, and other expense. Deposits of $310,842,623 at March 31, 2001 increased by $3,713,791 or 1.2% from $307,128,832 at December 31, 2000. The increase in deposits occurred in the interest-bearing categories, and was partially offset by decreases in the non-interest bearing categories. Loans of $175,552,218 at March 31, 2001 decreased by $477,047 or 0.3% from $176,029,265 at December 31, 2000. This decrease occurred in the real estate loan portfolio, offset by an increase in commercial loans. Noncurrent loans (nonaccrual loans, troubled debt restructurings, and loans 90 days or more past due but still accruing) totaled $497,936 and $560,295 at March 31, 2001 and December 31, 2000, respectively. Assets of $378,295,993 at March 31, 2001 represented a $3,428,482 or 0.9% increase from $374,867,511 at December 31, 2000. Three months ended March 31, 2001 as Compared To Three months ended March 31, 2000 Net Interest Income - ------------------- Interest income for the three months ended March 31, 2001 was $6,590,340, representing an increase of $877,750 or 15.4% from $5,712,590 for the three months ended March 31, 2000, primarily due to higher average loan and securities balances in 2001. Interest expense was $2,473,804, representing an increase of $409,381 or 19.8% from $2,064,423 for the three months ended March 31, 2000. Net interest income for the three months ended March 31, 2001 was $4,116,536, representing an increase of $468,369 or 12.8% from $3,648,167 for the three months ended March 31, 2000. Noninterest Income and Expense - ------------------------------ Noninterest income for the three months ended March 31, 2001 was $958,585, representing an increase of $121,629 or 14.5% from $836,956 for the three months ended March 31, 2000. This increase was primarily the result of increases in merchant credit card assessments, other charges, commissions and fees and gains on sales of loans. Noninterest expense for the three months ended March 31, 2001 of $3,263,084 was up $444,708 or 15.8% from $2,818,376 for the same period in 2000. This increase was primarily the result of increases in salaries and employee benefits, data processing and ATM network, occupancy, furniture and equipment, credit card processing, professional fees and other expense, partially offset by a reduction in printing, stationary and supplies and marketing and advertising expense. -8- Provision for Loan Losses - ------------------------- There was no provision for loan losses for the three months ended March 31, 2001 or 2000, 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 $638,759 for the three months ended March 31, 2001 compared to $601,950 for the same period in 2000, the result of an increase in taxable income during the current period. Net Income - ---------- Net income of $1,173,278 for the first three months of 2001 represented an increase of $108,481 or 10.2% from $1,064,797 recorded for the first three months of 2000. Earnings per share of $.198 for the current period represented an increase of $.018 from $.180 for the three months ended March 31, 2000. Allowance for Loan Losses - ------------------------- The allowance for loan losses is based on management's estimate of the amount required to reflect the risks in the loan portfolio, based on circumstances and conditions known or anticipated at each reporting date. The methodology for assessing the appropriateness of the allowance consists of a review of the following three key elements: - The valuation allowance for loans specifically identified as impaired - The formula allowance for the various loan portfolio classifications - The unallocated allowance The valuation allowance reflects specific estimates of potential losses on individual impaired loans. When each impaired loan is evaluated, if the difference between the net present value of the loan (or fair value of the collateral if the loan is collateral-dependent) is lower than the recorded loan balance, the difference represents the valuation allowance for that loan. The formula allowance is a percentage-based reflection of historical loss experience and assigns required allowance allocations by loan classification based on fixed percentages of all outstanding loan balances and commitments to extend credit. The formula allowance employs a risk-rating model that grades loans based on their general characteristics of credit quality and relative risk. When a loan's credit quality becomes suspect, it 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. In addition to the valuation allowance and the formula allowance, there is an unallocated allowance that recognizes the estimation risks associated with the valuation and the formula allowance calculations, and that reflects management's evaluation of various conditions, the effect of which are not directly measurable in determining the valuation and formula allowances. The unallocated allowance is adjusted for qualitative factors including, among others, general economic and business conditions, credit quality trends, loan volumes and concentrations and specific industry conditions within portfolio segments. There are inherent uncertainties with respect to determining the adequacy of the allowance for loan losses. Because of these inherent uncertainties, actual losses may differ from the amounts reflected in these consolidated financial statements. Factors considered in evaluating the adequacy of the allowance includes previous loss experience, current economic conditions and their effect on borrowers, the performance of individual loans in relation to contract terms, and the estimated fair values of underlying collateral. Losses are charged against the allowance when management believes the collectibility of principal is doubtful. -9- 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. Total securities were $139,142,717 at March 31, 2001, representing a decrease of $3,409,007 or 2.4% from $142,551,724 at December 31, 2000. Securities classified as available for sale were $47,276,652 and $50,110,202 at March 31,2001 and December 31, 2000 respectively. There were no sales of securities during the three months ended March 31, 2001. 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 March 31, 2001 and 2000, deposits were $310.8 and $277.9 million, respectively. Management anticipates that deposits will grow moderately during the remainder of 2001. 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 March 31, 2001, the Company's Tier 1 leverage capital ratio was 8.60%. 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 March 31, 2001 the Company's Tier 1 and total risk-based capital ratios were 15.84 and 17.09%, 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 March 20, 2001, the Company's Board of Directors declared a first quarter 2001 cash dividend of $.058 per share of common stock to shareholders of record at March 1, 2001, payable on April 13, 2001. 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 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 one-year cumulative gap position at March 31, 2001, representing the excess of repricing assets versus repricing liabilities within a one year time frame, was 3.9% expressed as a percentage of total assets. -10- Cautionary Statement Regarding Forward-Looking Information - ---------------------------------------------------------- This Quarterly Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, contains, in addition to historical information, "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When used in this and other Reports filed by the Company, the words "anticipate", "estimate", "expect", "objective", and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, risk factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statement include, but are not limited to, changes in political and economic conditions, interest rate fluctuations, competitive product and pricing pressures, adverse changes in asset quality, increased inflation and adverse legislative or regulatory changes. -11- PART II - OTHER INFORMATION Item 5. OTHER INFORMATION On February 22, 2001, the Company's Board of Directors approved the "2001 Directors' Plan", a stock option plan which provides incentives to present and future directors of the Company who are not employees of the Company or its Subsidiaries. The aggregate number of shares of the Company's common stock reserved for grant under the Plan is 30,000. The Board of Directors has granted options under the Plan for the purchase of an aggregate of 9,000 shares of the Company's common stock at a price of $10.00 per share, the fair market value on February 22, 2001. The granted options fully vest over a four year period. The Company filed a Form S-8 Registration Statement with the Securities and Exchange Commission pursuant to the Plan on April 19, 2001. On February 22, 2001, the Company's Board of Directors approved the "2001 Incentive Stock Option Plan for Key Employees", a stock option plan which provides incentives to present and future key employees of the Company and its Subsidiaries. The aggregate number of shares of the Company's common stock reserved for grant under the Plan is 384,000. On February 22, 2001, the Board of Directors granted options under the Plan, subject to the Plan's approval by the Company's shareholders, at the fair market value of the shares on the approval date. The Plan was approved by the Company's shareholders at the April 10, 2001 Annual Meeting. The granted options fully vest over a four year period and have an exercise price of $10.00 per share, the fair market value on April 10, 2001. The Company filed a Form S-8 Registration Statement with the Securities and Exchange Commission pursuant to the Plan on April 19, 2001. On March 20, 2001, the Company's Board of Directors declared a first quarter 2001 cash dividend of $.058 per share of common stock to shareholders of record at March 1, 2001, payable on April 13, 2001. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (b) The Company did not file a Form 8-K during the quarter ended March 31, 2001. -12- 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: May 8, 2001 By: /s/ James A. Langway --------------------- James A. Langway President & Chief Executive Officer Principal Executive Officer Date: May 8, 2001 By: /s/ Donald R. Hughes, Jr. ------------------------- Donald R. Hughes, Jr. Treasurer and Clerk, Principal Financial Officer and Principal Accounting Officer -13-