UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2002
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
5,963,885 shares outstanding
as of June 30, 2002
PART I - FINANCIAL INFORMATION
COMMUNITY BANCORP, INC.
Item 1. CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
2002 2001
---------- ----------
ASSETS
Cash and due from banks $ 22,579,699 $ 19,876,999
Federal funds sold 18,168,693 12,912,746
Securities available for sale, at market value 70,317,842 74,116,739
Securities held to maturity (market value
$105,205,064 at 6/30/02 and $99,075,447
at 12/31/01) 102,580,426 97,266,087
Mortgage loans held for sale 3,237,371 1,909,913
Loans 191,285,645 188,452,703
Less allowance for loan losses 2,736,978 2,684,517
----------- -----------
Total net loans 188,548,667 185,768,186
----------- -----------
Premises and equipment, net 6,004,281 6,140,477
Other assets 4,697,477 4,714,597
----------- -----------
Total assets $416,134,456 $402,705,744
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest bearing $ 79,561,716 $ 78,513,849
Interest bearing 252,385,683 240,552,490
----------- -----------
Total deposits 331,947,399 319,066,339
----------- -----------
Securities sold under repurchase agreements 27,917,467 34,023,288
Borrowed funds 14,850,195 10,000,000
Other liabilities 2,876,267 3,305,118
----------- -----------
Total liabilities 377,591,328 366,394,745
----------- -----------
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,
5,963,885 shares outstanding, (5,940,606
shares outstanding at 12/31/01) 15,996,090 15,996,090
Additional paid in capital 358,794 219,120
Undivided profits 23,576,041 21,608,513
Treasury stock, at cost, 434,551 shares,
(457,830 shares at 12/31/01) (2,192,263) (2,297,019)
Accumulated other comprehensive income 804,466 784,295
----------- -----------
Total stockholders' equity 38,543,128 36,310,999
----------- -----------
Total liabilities and
stockholders' equity $416,134,456 $402,705,744
=========== ===========
<FN>
The accompanying notes are an integral part of these unaudited, consolidated
financial statements.
-2-
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Interest income:
Interest and fees on loans $3,404,719 $3,814,180 $6,771,413 $7,634,509
Interest and div. on securities:
Taxable interest 1,934,439 1,816,419 3,753,486 3,739,431
Nontaxable interest 236,722 209,280 476,629 408,845
Dividends 83,085 95,761 174,397 120,139
Interest on federal funds sold 78,724 358,716 158,137 811,106
--------- --------- ---------- ----------
Total interest income 5,737,689 6,294,356 11,334,061 12,714,030
========= ========= ========== ==========
Interest expense:
Deposits 1,205,861 1,946,173 2,494,736 3,986,891
Borrowings 229,931 343,623 422,139 776,709
--------- --------- --------- ---------
Total interest expense 1,435,792 2,289,796 2,916,875 4,763,600
--------- --------- --------- ---------
Net interest income 4,301,897 4,004,560 8,417,186 7,950,430
Provision for loan losses 45,000 -- 90,000 --
--------- --------- --------- ---------
Net interest income after
provision for loan losses 4,256,897 4,004,560 8,327,186 7,950,430
--------- --------- --------- ---------
Noninterest income:
Merchant credit card assessments 404,877 463,837 820,660 890,366
Service charges 372,898 347,173 704,611 672,564
Other charges, commissions, fees 350,379 338,811 689,585 648,153
Gains on sales of loans, net 39,342 62,870 103,535 104,740
Gains on sales of securities, net 36,002 -- 95,282 --
Other 24,039 28,993 51,693 55,112
--------- --------- --------- ---------
Total noninterest income 1,227,537 1,241,684 2,465,366 2,370,935
--------- --------- --------- ---------
Noninterest expense:
Salaries and benefits 1,666,038 1,588,356 3,378,771 3,233,521
Data processing and ATM network 312,654 313,249 608,406 607,276
Occupancy, net 225,421 246,205 459,099 488,247
Furniture and equipment 107,554 106,039 198,717 207,679
Credit card processing 343,383 385,335 682,655 772,659
Professional fees 120,238 117,070 239,018 256,791
Printing, stationery & supplies 58,207 61,947 118,726 119,433
Marketing and advertising 70,438 65,645 98,329 121,005
Other 289,971 341,263 648,365 681,582
--------- --------- --------- ---------
Total noninterest expense 3,193,904 3,225,109 6,432,086 6,488,193
--------- --------- --------- ---------
Income before income taxes 2,290,530 2,021,135 4,360,466 3,833,172
Income taxes 800,431 717,574 1,511,983 1,356,333
--------- --------- --------- ---------
Net income $1,490,099 $1,303,561 $2,848,483 $2,476,839
========= ========= ========= =========
-3-
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (Continued)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
------------------- ------------------
2002 2001 2002 2001
-------- -------- -------- --------
Basic earnings per common share $ .250 $ .220 $ .479 $ .418
Diluted earnings per common share $ .250 $ .220 $ .478 $ .418
Dividends per share $ .075 $ .062 $ .148 $ .120
Basic weighted average number
of shares 5,951,094 5,931,980 5,945,879 5,923,259
Diluted weighted average number
of shares 5,966,928 5,937,474 5,961,713 5,926,073
<FN>
The accompanying notes are an integral part of these unaudited, consolidated
financial statements.
-4-
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Net income $1,490,099 $1,303,561 $2,848,483 $2,476,839
Other comprehensive income:
Unrealized securities gains
arising during period 705,422 115,765 129,427 769,362
Income tax (expense) on
securities gains
arising during period (286,594) (47,384) (47,274) (314,901)
--------- -------- -------- --------
Net unrealized securities gains
arising during period 418,828 68,381 82,153 454,461
--------- -------- -------- --------
Less: reclassification
adjustment for securities
(gains) losses included in
income (36,002) -- (95,282) --
Income tax expense (benefit) on
securities (gains) losses
included in income 12,600 -- 33,300 --
--------- --------- --------- ---------
Net reclassification adjustments
for securities (gains) losses
included in net income (23,402) -- (61,982) --
--------- --------- --------- ---------
Other comprehensive income 395,426 68,381 20,171 454,461
--------- --------- --------- ---------
Comprehensive income $1,885,525 $1,371,942 $2,868,654 $2,931,300
========= ========= ========= =========
<FN>
The accompanying notes are an integral part of these unaudited, consolidated
financial statements.
-5-
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
June 30,
--------------------------
2002 2001
----------- -----------
Cash flows from operating activities:
Net income $ 2,848,483 $ 2,476,839
Adjustments to reconcile net income
to net cash provided by operating
activities:
Increase in mortgage loans held for sale (1,327,458) (785,218)
Provision for loan losses 90,000 --
Gain on sale of securities (95,282) --
Depreciation and amortization 486,206 499,800
Amortization of securities discounts
and premiums, net 208,633 23,354
Deferred income taxes 114 --
Net change in other liabilities (1,148,427) 19,875
Net change in income taxes payable 718,010 (78,639)
Net change in accrued interest payable (23,941) (28,941)
Net change in other assets 54,015 132,801
Net change in accrued interest receivable (50,983) 160,724
--------- ---------
Net cash provided by operating activities 1,759,370 2,420,595
--------- ---------
Cash flows from investing activities:
Maturities and principal repayments of
securities available for sale 9,111,101 9,912,475
Maturities and principal repayments of
securities held to maturity 10,549,669 33,569,840
Purchases of securities available for sale (11,300,838) (16,010,671)
Purchases of securities held to maturity (15,988,448) (30,887,250)
Sales of securities available for sale 6,033,868 --
Net change in federal funds sold (5,255,947) 203,892
Net change in loans (2,870,481) (3,531,282)
Acquisition of property, plant and equipment (350,010) (688,047)
---------- ----------
Net cash used in investing activities (10,071,086) (7,431,043)
---------- ----------
Cash flows from financing activities:
Net change in deposits 12,881,060 11,282,934
Net change in borrowings 4,850,195 --
Net change in repurchase agreements (6,105,821) (3,010,237)
Sale of treasury stock 244,430 235,485
Dividends paid (855,448) (674,238)
---------- ----------
Net cash provided by financing activities 11,014,416 7,833,944
---------- ----------
Net increase in cash and due from banks 2,702,700 2,823,496
---------- ----------
Cash and due from banks at beginning of period 19,876,999 16,472,547
---------- ----------
Cash and due from banks at end of period $22,579,699 $19,296,043
========== ==========
<FN>
The accompanying notes are an integral part of these unaudited, consolidated
financial statements.
-6-
Supplemental disclosures:
1. Cash paid for interest was $2,940,816 and $4,792,541 for the six months
ended June 30, 2002 and 2001, respectively.
2. Cash paid for income taxes was $793,973 and $1,434,972 for the six
months ended June 30, 2002 and 2001, respectively.
-7-
COMMUNITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
_____________________________________________________________________________
1. BASIS OF PRESENTATION
---------------------
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United
States 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 principles generally accepted for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for any interim
period are not necessarily indicative of results expected for the full year.
These unaudited 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, 2001.
2. RECLASSIFICATIONS
-----------------
Certain amounts in the prior period's financial statements have been
reclassified to be consistent with the current period's presentation. The
reclassifications have no effect on net income.
-8-
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 $2,848,483 for the six months ended June 30,
2002, representing an increase of $371,644 or 15.0% over $2,476,839 for the
same period in 2001. Basic earnings per share of $.479 for the current period
represented an increase of $.061 from $.418 for the six months ended June 30,
2001. Diluted earnings per share of $.478 for the current period represented an
increase of $.060 from $.418 for the six months ended June 30, 2001.
The improvement in net income resulted primarily from an increase in net
interest income and noninterest income, and a decrease in most noninterest
expense categories, partially offset by an increase in salaries and benefits.
Deposits of $331,947,399 at June 30, 2002 increased by $12,881,060 or 4.0% from
$319,066,339 at December 31, 2001. The increase in deposits occurred in the
interest-bearing categories.
Loans of $191,285,645 at June 30, 2002 increased by $2,832,942 or 1.5% from
$188,452,703 at December 31, 2001. This increase took place in the commercial
loan category, partially offset by a decrease in real estate mortgages.
Noncurrent loans (nonaccrual loans, troubled debt restructurings and loans 90
days or more past due but still accruing) totaled $238,297 and $332,981 at June
30, 2002 and December 31, 2001, respectively.
Assets of $416,134,456 at June 30, 2002 represented a $13,428,712 or 3.3%
increase from $402,705,744 at December 31, 2001.
Six months ended June 30, 2002 as Compared To
Six months ended June 30, 2001
------------------------------
Net Interest Income
- -------------------
Interest income for the six months ended June 30, 2002 was $11,334,061,
representing a decrease of $1,379,969 or 10.9% from $12,714,030 for the six
months ended June 30, 2001, primarily due to lower interest rates in 2002,
partially offset by an increase in average loan and securities balances in
2002. Interest expense was $2,916,875, representing a decrease of $1,846,725
or 38.8% from $4,763,600 for the six months ended June 30, 2001, primarily due
to lower interest rates in 2002, partially offset by higher average interest
bearing deposit and borrowing balances in 2002. Net interest income for the six
months ended June 30, 2002 was $8,417,186, representing an increase of $466,756
or 5.9% from $7,950,430 for the six months ended June 30, 2001.
Noninterest Income and Expense
- ------------------------------
Noninterest income for the six months ended June 30, 2002 was $2,465,366,
representing an increase of $94,431 or 4.0% from $2,370,935 for the six months
ended June 30, 2001. This increase was primarily the result of increases in
gains on sales of securities and other charges commissions and fees, partially
offset by a decrease in merchant credit card assessments. Noninterest expense
for the six months ended June 30, 2002 of $6,432,086 decreased by $56,107 or
0.9% from $6,488,193 for the same period in 2001. This decrease was primarily
the result of decreases in occupancy, credit card processing, professional
-9-
fees, marketing and advertising, and other expense, partially offset by an
increase in salaries and benefits.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the six months ended June 30, 2002 was
$90,000, compared to $0 for the six months ended June 30, 2001. This increase
reflects management's continuing evaluation of the adequacy of the allowance
for loan losses.
Income Taxes
- ------------
Income tax expense of $1,511,983 for the six months ended June 30, 2002
compared to $1,356,333 for the same period in 2001. The increase was the
result of an increase in taxable income during the current period.
Net Income
- ----------
Net income of $2,848,483 for the first six months of 2002 represented an
increase of $371,644 or 15.0% from $2,476,839 recorded for the first six months
of 2001. Basic earnings per share of $.479 for the current period represented
an increase of $.061 from $.418 for the six months ended June 30, 2001. Diluted
earnings per share of $.478 for the six months ended June 30, 2002 represented
an increase of $.060 from $.418 for the six months ended June 30, 2001.
Three months ended June 30, 2002 as Compared To
Three months ended June 30, 2001
--------------------------------
Net Interest Income
- -------------------
Interest income for the three months ended June 30, 2002 was $5,737,689,
representing a decrease of $556,667 or 8.8% from $6,294,356 for the three
months ended June 30 2001, primarily due to lower interest rates in 2002,
partially offset by an increase in average loan and securities balances in
2002. Interest expense was $1,435,792, representing a decrease of $854,004 or
37.3% from $2,289,796 for the three months ended June 30, 2001, primarily due
to lower interest rates in 2002, partially offset by higher average interest
bearing deposit and borrowing balances in 2002. Net interest income for the
three months ended June 30, 2002 was $4,301,897, representing an increase of
$297,337 or 7.4% from $4,004,560 for the three months ended June 30, 2001.
Noninterest Income and Expense
- ------------------------------
Noninterest income for the three months ended June 30, 2002 was $1,227,537
representing a decrease of $14,147 or 1.1% from $1,241,684 for the three months
ended June 30, 2001. This decrease was primarily the result of a decrease in
merchant credit card assessments and gains on sales of loans, partially offset
by an increase in service charges and gains on sales of securities.
Noninterest expense for the three months ended June 30, 2002 of $3,193,904 was
down $31,205 or 1.0% from $3,225,109 for the corresponding period in 2001.
This decrease was primarily the result of a decrease in occupancy, credit card
processing, and other expense, partially offset by an increase in salaries and
benefits.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the three months ended June 30, 2002 was
$45,000, compared to $0 for the three months ended June 30, 2001. This
-10-
increase reflects management's continuing evaluation of the adequacy of the
allowance for loan losses.
Income Taxes
- ------------
Income tax expense of $800,431 for the three months ended June 30, 2002
compared to $717,574 for the corresponding period in 2001. The increase was
the result of an increase in taxable income during the current period.
Net Income
- ----------
Net income of $1,490,099 for the three months ended June 30, 2002 represented
an increase of $186,538 or 14.3% from $1,303,561 recorded for the corresponding
period in 2002. Basic earnings per share of $.250 for the current period
represented an increase of $.030 from $.220 for the three months ended June 30,
2001. Diluted earnings per share of $.250 for the three months ended June 30,
2002 represented an increase of $.030 from $.220 for the three months ended
June 30, 2001.
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 imprecision allowance
The valuation allowance reflects specific estimates of potential losses on
individually impaired loans. When each impaired loan is evaluated, if the net
present value of the expected cash flows (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 estimate based on historical loss
experience and assigns required allowance allocations by loan classification
based on fixed percentages of all outstanding loan balances. 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. Losses are charged against the allowance when
management believes the collectibility of principal is doubtful.
In addition to the valuation allowance and the formula allowance, there is an
imprecision allowance that is determined based on the totals of the valuation
and formula allowances. The imprecision allowance reflects the measurement
imprecision inherent in determining the valuation allowance and the formula
allowance. It represents 15% - 25% of the valuation and formula allowances,
depending on management's evaluation of various conditions, the effects of
which are not directly measured in determining the valuation and formula
allowances.
The evaluation of the inherent loss resulting from these conditions involves a
-11-
higher level of uncertainty because they are not identified with specific
problem credits or portfolio segments. The conditions evaluated in connection
with the imprecision allowance include the following:
* Levels of and trends in delinquencies and impaired loans
* Levels of and trends in charge-offs and recoveries
* Trends in loan volume and terms
* Effects of changes in credit concentrations
* Effects of and changes in risk selection and underwriting standards, and
other changes in lending policies, procedures and practices
* National and local economic conditions
* Trends and duration of the present business cycle
* Findings of internal and external credit review examiners
When an evaluation of these conditions signifies a change in the level of risk,
the Company adjusts the formula allowance. Periodic credit reviews enable
further adjustment to the formula allowance through the risk rating of loans
and the identification of loans requiring a valuation allowance. In addition,
the formula allowance model is designed to be self-correcting by taking into
consideration recent actual loss experience.
Securities
- ----------
The Company's securities portfolio consists of obligations of the U.S.
Government sponsored agencies, mortgage backed securities, obligations of
various municipalities, and corporate bonds. Those assets are used in part to
secure public deposits and as collateral for repurchase agreements. Total
securities were $172,898,268 at June 30, 2002, representing an increase of
$1,515,442 or .9% from $171,382,826 at December 31, 2001. Securities classified
as available for sale were $70,317,842 and $74,116,739 at June 30, 2002 and
December 31, 2001 respectively. In addition to the redemption of the Company's
shares of stock in the regional ATM network (NYCE), when that company was sold,
the Company sold $5.9 million in variable rate and short term available for
sale bonds. The sales took place in order to take advantage of current rate
conditions and improve investment yields.
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of liquidity are customer deposits, amortization
and pay-offs of loan principal and maturities of investment securities. These
sources provide funds for loan originations, the purchase of investment
securities and other activities. Deposits are considered a relatively stable
source of funds. At June 30, 2002 and December 31, 2001, deposits were
$331,947,399 and $319,066,339, respectively. Management anticipates that
deposits will increase moderately during the remainder of 2002.
As a nationally chartered member of the Federal Reserve System, the Bank has
the ability to borrow funds from the Federal Reserve Bank of Boston by pledging
certain of its investment securities as collateral. Also, the Bank is a member
of the Federal Home Loan Bank which provides additional borrowing
opportunities.
Bank regulatory authorities have established a capital measurement tool called
"Tier 1" leverage capital. A 4.00% ratio of Tier 1 capital to assets now
constitutes the minimum capital standard for most banking organizations. At
June 30, 2002, the Company's Tier 1 leverage capital ratio was 9.06%.
Regulatory authorities have also implemented risk-based capital guidelines
requiring a minimum ratio of Tier 1 capital to risk weighted assets of 4.00%
and a minimum ratio of total capital to risk-weighted assets of 8.00%. At June
-12-
30, 2002 the Company's Tier 1 and total risk-based capital ratios were 16.31%
and 17.50%, respectively. The Bank is categorized as "well capitalized" under
the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA).
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 negative one-year
cumulative gap position at June 30, 2002, representing the excess of repricing
liabilities versus repricing assets within a one year time frame, was 3.8%
expressed as a percentage of total assets.
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.
-13-
PART II - OTHER INFORMATION
---------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Shareholders was held on April 9, 2002. At that meeting,
two (2) matters were put before the shareholders for vote. Proxies for the
meeting were solicited, and a copy of the Proxy Statement dated March 12, 2002
is incorporated herein by reference and attached hereto as an exhibit. Such
Proxy Statement provides a description of the matters put before the
shareholders for vote and provides other information required under this Item
4.
The results of the voting were as follows:
1. To fix the number of Directors who shall constitute the full Board
of Directors at ten.
Votes for: 4,254,278
Votes against: 2,932
2. To elect as Directors the three individuals listed as nominees in the
Proxy Statement, who, together with the seven Directors whose terms of
office did not expire at this meeting, constitute the full Board of
Directors.
Director Votes For Votes Against
-------- --------- -------------
I. George Gould 4,246,380 10,830
James A. Langway 4,246,380 10,830
David L. Parker 4,246,380 10,830
Item 5. OTHER INFORMATION
The Company's Chief Executive Officer and Chief Financial Officer have furnished
to the Securities and Exchange Commission the certification with respect to this
Form 10-Q that is required by Section 906 of the Sarbanes-Oxley Act of 2002.
On June 18, 2002, the Company's Board of Directors declared a second quarter
2002 cash dividend of $.075 per share of common stock to shareholders of record
at June 1, 2002, payable on July 15, 2002.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Proxy Statement dated March 12, 2002
99.2 Certification of Financial Statements
(b) On May 21, 2002 the Company filed a Form 8-K reporting the dismissal of
Arthur Andersen LLP as the Company's independent accountant for the
fiscal year ended December 31, 2002.
On June 7, 2002 the Company filed a Form 8-K reporting the engagement of
Wolf & Company, P.C. as the Company's independent accountant effective
June 6, 2002.
-14-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMUNITY BANCORP, INC.
Date: August 8, 2002 By: /s/ James A. Langway
--------------------
James A. Langway
President & Chief Executive Officer
Principal Executive Officer
Date: August 8, 2002 By: /s/ Donald R. Hughes, Jr.
-------------------------
Donald R. Hughes, Jr.
Treasurer and Clerk,
Principal Financial Officer and
Principal Accounting Officer
-15-
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
------- -----------
99.1 Proxy Statement dated March 12, 2002
99.2 Certification of Financial Statements
-16-