[Front cover] Community Bancorp, Inc. Annual Report 1997 Selected Consolidated Financial Data 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Total assets $273,550,527 $250,002,458 $237,580,796 $219,850,767 $214,682,682 Total deposits 232,788,534 217,181,869 207,039,865 186,862,986 185,499,065 Total net loans 136,624,294 126,866,560 123,558,839 118,775,581 111,263,480 Allowance for possible loan losses 3,215,559 3,481,705 3,455,098 3,703,470 3,910,195 Total interest income 19,169,951 17,761,102 16,917,624 14,429,932 14,032,506 Total interest expense 6,895,222 6,367,758 6,284,750 4,525,558 4,465,379 Net interest income 12,274,729 11,393,344 10,632,874 9,904,374 9,567,127 Gains (losses) on sales of securities 8,587 (9,460) 0 (29,828) 69,600 Provision for possible loan losses 0 0 120,000 300,000 600,000 Net income 3,429,859 3,152,098 2,643,877 2,105,433 1,505,158 Earnings per share 1.17 1.01 0.84 0.67 0.49 Dividends per share 0.285 0.253 0.234 0.214 0.173 [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- Table of Contents ----------------- Message to Stockholders and Friends - - - - - - - - - - - - 3 Year in Review - - - - - - - - - - - - - - - - - - - - - - 5 Consolidated Balance Sheets - - - - - - - - - - - - - - - - 9 Consolidated Statements of Income - - - - - - - - - - - - - 10 Consolidated Statements of Stockholders' Equity - - - - - - 11 Consolidated Statements of Cash Flows - - - - - - - - - - - 12 Notes to Consolidated Financial Statements - - - - - - - - 14 Report of Independent Public Accountants - - - - - - - - - 25 Management's Discussion and Analysis of Financial Condition and Results of Operations - - - - - - - 26 Directors & Officers - - - - - - - - - - - - - - - - - - - 30 -2- To Our Stockholders and Friends: On behalf of the Board of Directors, management and staff of Community Bancorp, Inc., we are proud to present you with our 1997 Annual Report. The overall results of operations for the past year are a very positive indication of the Company's continued strength, as we again achieved record earnings. Net income for the year was $3,429,859, compared to $3,152,098 recorded in 1996. Earnings per share of common stock was $1.17, representing a 15.8% increase over $1.01 in the previous year. This continued improvement in earnings was the result of increases in net interest income and noninterest income. [A photograph of Dennis F. Murphy, Jr., Chairman of the Board, appears here.] For the first time in its history, the Company achieved a return on assets (ROA) of 1.33% and a return on equity (ROE) of 16.07%, comparing very favorably to peer institutions. As a result of our continued strong earnings during 1997, the Board of Directors increased the cash dividend paid to stockholders in each of the four quarters. Total dividends declared of $.285 per share represented a 12.6% increase over $.253 declared in 1996. [A photograph of James A. Langway, President and Chief Executive Officer, appears here.] Sound, conservative, yet innovative banking practices have provided the foundation for Community National Bank to continue to function effectively as a locally-owned, independent bank. That foundation is further strengthened by our continued financial success, as evidenced by the operating results presented in this report. The Bank's consistently strong performance has once again brought us recognition as a "Blue Ribbon" bank by one of the nation's top financial institution rating services. -3- We continually strive to provide friendly, courteous and professional service to our customers. We also strive to provide our customers with technologically advanced services and delivery systems that an increasing number of them desire every year. Community Bancorp, Inc. is committed to being a leader at providing a full range of diversified financial services with high quality and innovative technology that will expand our customer base and improve the quality of life in the communities we serve. As we have stated in previous letters to our stockholders, we are a community bank. We know our customers and their needs, and we know how to provide the financial services they desire. We believe that is the key to our success. On behalf of the Board of Directors, management and staff, we thank our stockholders and customers for their continued support. We are looking forward to making 1998 another successful year. 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 -4- Year in Review In 1881, three businessmen in Hudson, MA recognized the need for a hometown bank to support the growth of their town. The people of Hudson strongly supported the project and $100,000 in capital was easily raised. A national charter was obtained on January 23, 1882, and the doors of Hudson National Bank were opened for business on March 7 of that year. [A drawing of the original Hudson National Bank facility appears here.] Over the years, as the Bank grew and expanded into surrounding cities and towns, it maintained a strong commitment to help individuals, families and businesses grow and prosper. Today, with branch offices in six communities and customers in many more, the Bank continues to succeed by offering competitive products and personal service. On June 2, 1997, the hometown Bank started a new chapter in its history by changing its name to Community National Bank. This change did not come about in response to a merger or acquisition, nor did it signal a change in direction; rather it is a reflection of the strong commitment of the Bank to the core values that have allowed it to succeed so well for 116 years - a commitment to the community. [A photograph of a lobby poster announcing the Bank's change of name to Community National Bank appears here.] Preparations for the name change started in early 1997. A new logo was designed, colors selected, identity standards established and an -5- implementation plan developed. The task carried over into the second quarter when signs, stationery, cards, forms, statements, brochures and checks were all redesigned and printed with the new name. The Bank's web site was also redesigned to reflect the new identity and the URL was changed to http://www.combanc.com. The e-mail address was also changed to cnb-mail@combanc.com. All of these changes were communicated to customers through a newly designed quarterly newsletter. [Photographs of the Bank's "Flexvalue Checking Package" product brochure and a bilingual services brochure appear here.] In addition to the name change, a number of activities were undertaken in 1997 to allow the Bank to better serve the needs of the community. A new checking account was introduced to reward customers who maintain multiple deposit accounts with CNB and frequent the Bank's ATMs. With a FlexValue checking account, customers can avoid checking account service charges by either maintaining a specified minimum balance in their checking account or by maintaining a specified total deposit relationship. Savings accounts, Certificates of Deposit and Money Market Deposit Account balances can all be used to offset minimum balance requirements. In addition to unlimited check writing, FlexValue checking account benefits include a number of ATM transactions with a transaction fee, an interest rate bonus on Certificates of Deposit, an interest rate discount on installment loans and other free or discounted services. The benefits of FlexValue and other CNB services are described in our new bilingual services brochure. This comprehensive brochure provides a description of products and services in both Portuguese and English, and has been well received by the Portuguese community. -6- In the third quarter, a new off-site ATM was installed at the New England Sports Center in Marlborough. This new location was added to provide greater convenience to CNB customers and to generate fee income from foreign transactions. Also during the third quarter, CNB entered into a third-party arrangement with Murphy Brokerage, LTD., an affiliate of Murphy Insurance Agency, to offer a variety of insurance products to customers. Investment annuities, long-term care, life and disability insurance are now available to CNB customers at any branch office. The addition of this new product line, along with investment products offered by Barrett and Company, provides CNB customers with choices well beyond those at other area banks. The Year 2000 issue poses a special challenge to all businesses. CNB recognized that challenge in 1996, when it began researching the impact the millennium date change could have on the Bank. In 1997 an official Year 2000 Committee was created to formalize that process. The Committee's task is to evaluate all systems at the Bank that are computer operated or dependent - such as ATMs, security systems, vaults, elevators, heating and air conditioning, and all communications systems for possible problems when the calendar changes to the Year 2000. The Year 2000 Committee is charged with developing a plan to replace file servers, software and workstations with Year 2000-ready technology, and also to monitor outside vendors with whom the bank interacts to [A photograph of the Bank's technology training center appears here.] -7- ensure that any problems that may impact CNB customers will be addressed well in advance of the date change. A variety of projects are planned for 1998 which will continue to enhance CNB's position as a small community with big bank services. Late in the first quarter of 1998, the Bank will introduce Community Benefit Consulting, Inc. to provide an affordable human resource consulting program for small businesses. An expansion project is being planned for the Boxborough office to provide additional space at the teller line and a drive up window. The corporate identity standards introduced with the new name are to be incorporated into the branch merchandising displays to create a unified brand for all CNB offices. A corporate debit card program will be introduced to meet the purchasing needs of our commercial customers. And, new commercial loan packages are being developed to meet the specified needs of targeted groups of business customers. [A photograph of the front of the Bank's Boxboro, MA branch office appears here.] Since 1881, Community National Bank has built its reputation on professionalism, strength and customer service. Today, we compete and hold our own with the biggest and best in our market area. But we maintain one decided advantage: a sense of community. [A photograph of two of the Bank's Main Office tellers appears here.] -8- Consolidated Balance Sheets December 31, 1997 and 1996 1997 1996 ----------- ----------- ASSETS Cash and due from banks $ 16,704,667 $ 14,391,567 Federal funds sold 14,600,000 11,300,000 Securities available for sale at market value (Note 2) 38,880,166 29,245,007 Securities held to maturity (market value $56,404,323 in 1997 and $58,312,349 in 1996) (Note 2) 56,304,224 58,828,881 Mortgage loans held for sale 2,173,322 1,222,165 Loans (Notes 3 and 10) 139,839,853 130,348,265 Less allowance for possible loan losses (Notes 4 and 13) 3,215,559 3,481,705 ----------- ----------- Total net loans 136,624,294 126,866,560 Premises and equipment, net (Note 5) 4,637,965 4,848,202 Other assets, net (Note 14) 3,625,889 3,300,076 ----------- ----------- Total assets $273,550,527 $250,002,458 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits (Note 11): Noninterest bearing $ 55,678,794 $ 51,358,151 Interest bearing 177,109,740 165,823,718 ----------- ----------- Total deposits 232,788,534 217,181,869 ----------- ----------- Securities sold under repurchase agreements 16,637,064 11,454,687 Other liabilities (Note 8) 1,688,830 1,524,768 ----------- ----------- Total liabilities 251,114,428 230,161,324 ----------- ----------- Commitments (Notes 9 and 13) Stockholders' equity (Note 6): 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, (4,000,000 shares authorized at December 31, 1996), 3,199,218 shares issued, 2,926,257 shares outstanding, (2,935,012 shares outstanding at December 31, 1996) 7,998,045 7,998,045 Surplus 414,120 374,580 Undivided profits 16,418,790 13,826,958 Treasury stock, 272,961 shares, (264,206 at December 31, 1996) (2,529,552) (2,348,419) Unrealized losses on securities available for sale, net of taxes (Note 2) 134,696 (10,030) ----------- ----------- Total stockholders' equity 22,436,099 19,841,134 ----------- ----------- Total liabilities and stockholders' equity $273,550,527 $250,002,458 =========== =========== <FN> The accompanying notes are an integral part of these consolidated financial statements. -9- Consolidated Statements of Income Years ended December 31, 1997, 1996 and 1995 1997 1996 1995 ---- ---- ---- Interest income: Interest and fees on loans $ 13,138,908 $12,430,327 $12,363,714 Interest and dividends on securities: Taxable interest 5,181,809 4,565,311 4,003,765 Nontaxable interest 325,868 120,553 91,517 Dividends 59,350 54,248 51,651 Interest on federal funds sold 464,016 590,663 406,977 ---------- ---------- ---------- Total interest income 19,169,951 17,761,102 16,917,624 ---------- ---------- ---------- Interest expense: Interest on deposits 6,139,134 5,840,445 5,735,554 Interest on federal funds purchased and securities sold under repurchase agreements 756,088 527,313 549,196 ---------- ---------- ---------- Total interest expense 6,895,222 6,367,758 6,284,750 ---------- ---------- ---------- Net interest income 12,274,729 11,393,344 10,632,874 ---------- ---------- ---------- Provision for possible loan losses (Note 4) 0 0 120,000 ---------- ---------- ---------- Net interest income after provision for possible loan losses 12,274,729 11,393,344 10,512,874 ---------- ---------- ---------- Noninterest income: Merchant credit card processing assessments 1,028,404 855,488 690,024 Service charges 611,089 612,786 592,002 Other charges, commissions and fees 883,316 899,481 807,717 Gains (losses) on sales of loans, net 41,744 21,105 (31,776) Gains (losses) on sales of securities, net 8,587 (9,460) 0 Other 81,488 75,399 60,065 ---------- ---------- ---------- Total noninterest income 2,654,628 2,454,799 2,118,032 ---------- ---------- ---------- Noninterest expense: Salaries and employee benefits (Note 8) 4,777,520 4,541,551 4,362,821 Data processing 584,125 582,334 478,064 Occupancy 584,484 580,519 610,737 Furniture and equipment 409,897 362,453 325,662 Credit card processing 891,461 738,227 621,695 OREO carrying costs (income), net 20,138 51,623 (4,413) FDIC insurance premiums 0 2,000 209,906 Other 2,177,884 1,810,678 1,703,008 ---------- ---------- ---------- Total noninterest expense 9,445,509 8,669,385 8,307,480 ---------- ---------- ---------- Income before income tax expense 5,483,848 5,178,758 4,323,426 Income tax expense 2,053,989 2,026,660 1,679,549 ---------- ---------- ---------- Net income $ 3,429,859 $ 3,152,098 $ 2,643,877 ========= ========== ========== Earnings per common share (Note 1) $ 1.17 $ 1.01 $ 0.84 Weighted average number of shares outstanding 2,940,158 3,113,388 3,148,306 ========== ========= ========= <FN> The accompanying notes are an integral part of these consolidated financial statements. -10- Consolidated Statements of Stockholders' Equity Years ended December 31, 1997, 1996 and 1995 Common Undivided Treasury Stock Surplus Profits Stock Other ----- ------- ---------- -------- ----- Balance, December 31, 1994 7,998,045 263,538 9,556,768 (263,088) (810,813) Net income 2,643,877						 		 Cash dividends declared ($.234 per share) (737,101)					 Purchase of 382 shares of treasury stock (2,865) Reissuance of 18,574 shares of treasury stock 26,715 84,729 Change in unrealized loss on securities available for sale, net of taxes 780,868 - -------------------------- --------- ------- --------- --------- --------- Balance, December 31, 1995 7,998,045 290,253 11,463,544 (181,224) (29,945) Net income 3,152,098 Cash dividends declared ($.253 per share) (788,684) Purchase of 257,665 shares of treasury stock (2,318,985) Reissuance of 33,731 shares of treasury stock 84,327 151,790 Change in unrealized loss on securities available for sale, net of taxes 19,915 - -------------------------- --------- ------- ---------- ------- ------- 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 (Note 6) (291,612) Reissuance of 15,546 shares of treasury stock 39,540 110,479 Change in unrealized loss on securities available for sale, net of taxes 144,726 - -------------------------- --------- ------- ---------- --------- ------- Balance, December 31, 1997 $7,998,045 $414,120 $16,418,790 $(2,529,552) $134,696 ========= ======= ========== ========= ======= <FN> The accompanying notes are an integral part of these consolidated financial statements. -11- Consolidated Statements of Cash Flows Years ended December 31, 1997, 1996 and 1995 1997 1996 1995 ---- ---- ---- Cash flows from operating activities: Interest received $ 18,940,716 $ 17,803,811 $ 16,739,141 Fees and commissions received 2,533,938 2,514,788 2,068,486 Secondary market mortgage sales 11,422,325 14,737,701 8,899,808 Origination of mortgage loans for secondary market sale (12,596,278) (14,577,346) (9,320,396) Interest paid (6,895,838) (6,373,350) (6,308,750) Cash paid to suppliers and employees (8,570,253) (8,020,426) (7,084,208) Income taxes paid (2,094,290) (1,941,421) (1,404,520) ----------- ----------- ---------- Net cash provided by operating activities 2,740,320 4,143,757 3,589,561 ----------- ---------- ---------- Cash flows used in investing activities: Purchases of securities held to maturity (16,731,111) (22,899,227) (17,362,828) Purchases of securities available for sale (17,560,698 (14,347,861) 0 Maturities and principal repayments of securities held to maturity 17,174,567 14,056,633 13,194,982 Maturities and principal repayments of securities available for sale 5,342,727 6,257,701 3,434,457 Sales of securities held to maturity 2,000,000 0 0 Sales of securities available for sale 2,913,737 3,507,742 0 Net change in federal funds sold (3,300,000) 5,400,000 (10,600,000) Net change in loans and other real estate owned (9,524,836) (3,446,092) (4,689,293) Sales of other real estate owned 15,600 100,000 178,700 Acquisition of premises and equipment (592,386) (488,905) (589,533) ---------- ---------- ---------- Net cash used in investing activities (20,262,400) (11,860,009) (16,433,515) ---------- ---------- ---------- Cash flows from financing activities: Net change in deposits 15,606,665 10,142,004 20,176,879 Net change in securities sold under repurchase agreements 2,182,377 3,164,724 4,249,163 Net change in federal funds purchased 3,000,000 (1,000,000) (9,900,000) Purchase of treasury stock (291,612) (2,318,985) (2,865) Reissuance of treasury stock 150,019 236,117 111,444 Dividends paid (812,269) (784,487) (722,606) ---------- ---------- ---------- Net cash provided by financing activities 19,835,180 9,439,373 13,912,015 ---------- ---------- ---------- Net increase in cash and due from banks 2,313,100 1,723,121 1,068,061 Cash and due from banks at beginning of year 14,391,567 12,668,446 11,600,385 ---------- ---------- ---------- Cash and due from banks at end of year $16,704,667 $14,391,567 $12,668,446 ========== ========== ========== <FN> The accompanying notes are an integral part of these consolidated financial statements. -12- Consolidated Statements of Cash Flows Years ended December 31, 1997, 1996 and 1995 (Continued) Reconciliation of Net Income to Net Cash Provided by Operating Activities 1997 1996 1995 ---- ---- ---- Net income $ 3,429,859 $ 3,142,098 $ 2,643,877 Adjustments to reconcile net income to net cash provided by operating activities: (Increase) in mortgage loans held for sale (1,336,719) (164,784) (787,488) Premium on sale of mortgages 162,766 325,139 366,900 Depreciation and amortization 802,623) 839,476 747,822 Provision for possible loan losses 0 0 120,000 Deferred income taxes 80,729 25,581 176,043 Increase (decrease) in other liabilities 72,638 (230,258) 441,387 (Decrease) increase in taxes payable (40,301) 85,239 275,029 (Decrease) in interest payable (616) (5,592) (24,000) (Increase) decrease in other assets, net (201,423) 74,150 (191,521) (Increase) decrease in interest receivable (229,236) 42,708 (178,488) ------------ ----------- ----------- Total adjustments (689,539) 991,659 945,684 ------------ ----------- ----------- Net cash provided by operating activities $ 2,740,320 $ 4,143,757 $ 3,589,561 =========== =========== =========== <FN> The accompanying notes are an integral part of these consolidated financial statements. -13- 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, formerly Hudson National Bank, (the "Bank"), a national banking association. The Company has also formed Community Securities Corporation, a wholly-owned subsidiary of the Bank. 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, electronic 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 a separate component of stockholders' equity. 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, 1997 and 1996 is approximately $5,341,000 and $4,527,000, 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 -14- losses. The allowance for possible loan losses is increased through a provision for possible loan losses charged to expense and decreased by charge-offs, net of recoveries. The provision is based on management's estimation 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, growth and composition of the loan portfolio. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary. Effective January 1, 1995, the Company adopted Financial Accounting Standards Board Statement No 114, "Accounting by Creditors for Impairment of a Loan" (SFAS No. 114). Under the standard, the allowance for possible loan losses related to loans that are identified as impaired in accordance with SFAS No. 114 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. Prior to 1995, the allowance for possible loan losses related to these loans was based on undiscounted cash flows or the fair market value of the collateral for collateral dependent loans. 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 Financial Accounting Standards Board also issued SFAS No. 118, which amended SFAS No. 114 by allowing creditors to use their existing methods of recognizing interest income on impaired loans. The Company determined, after reviewing its credit quality monitoring policies and procedures and an analysis of the loan portfolio, that loans recognized by the Company as nonaccrual and restructured troubled debt are equivalent to "impaired" loans as defined by SFAS No. 114. The Company also determined that the allowance for possible loan losses did not require an additional loan loss provision as a result of the adoption of this Statement. 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 1997, 1996 and 1995, as there is no dilution effect. Earnings per share is based on the weighted average number of shares outstanding during the year. -15- Long-lived assets Effective January 1, 1996, the Company adopted Financial Accounting Standards Board Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of" (SFAS No. 121). SFAS No. 121 requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Statement also requires that certain long-lived assets and identifiable intangibles to be disposed of be reported at the lower of the carrying amount or fair value less cost to sell. The adoption of SFAS No. 121 by the Company had no impact on the results of its operations or financial condition. Loan sales and loans held for sale Gains and losses on sales of mortgage loans are recognized at the time of sale based on the difference between the selling price and the carrying value of the related loans sold. The gains and losses are increased or decreased by the present value of the difference (generally referred to as "excess servicing") between the interest rate on the loans sold, adjusted for a normal servicing fee and, in the case of mortgage-backed securities, a guaranty fee, and the agreed-upon yield to the buyer. The present value is computed over the estimated life of the loans sold, taking into account scheduled payments and estimated prepayments. At December 31, 1997 and 1996, loans held for sale totaled $2,173,322 and $1,222,165, respectively. Effective January 1, 1996, the Company adopted Financial Accounting Standards Board Statement No. 122, "Accounting for Mortgage Servicing Rights" (SFAS No. 122). SFAS No. 122, as amended by SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities", requires the capitalization of the rights to service mortgage loans for others. In addition, capitalized mortgage servicing rights are required to be assessed for impairment based on the fair value of those rights. The Company adopted SFAS No. 122 on a prospective basis and, as a result, recorded an incremental gain of $46,849 on the sale of mortgage loans with servicing rights retained during 1996. 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. -16- 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. 2. Securities The book and estimated market values of securities at December 31, 1997 and 1996 were as follows: 1997 ----------------------------------------------------------- Gross Gross Securities Held Amortized Unrealized Unrealized Market to Maturity Cost Gains Losses Value --------------- --------- ---------- ---------- ----- U.S. Government obligations $ 4,008,114 $ 1,403 $ 5,357 $ 4,004,160 U.S. Government agencies and corporations 9,970,706 7,021 80,955 9,896,772 Obligations of states and political subdivisions 8,414,205 131,412 0 8,545,617 Mortgage-backed securities 33,911,199 127,021 80,446 33,957,774 ------------ ---------- ---------- ----------- $ 56,304,224 $ 266,857 $ 166,758 $ 56,404,323 ============ ========== ========== =========== Gross Gross Securities Held Amortized Unrealized Unrealized Market Available for Sale Cost Gains Losses Value ------------------ --------- ---------- ---------- ----- U.S. Government obligations $ 17,004,822 $ 120,818 $ 0 $ 17,125,640 U.S. Government agencies and corporations 3,987,259 11,892 701 3,998,450 Mortgage-backed securities 16,685,383 112,686 11,349 16,786,720 Other securities 969,356 0 0 969,356 ------------ ---------- ---------- ----------- $ 38,646,820 $ 245,396 $ 12,050 $ 38,880,166 ============ ========== ========== =========== 1996 ----------------------------------------------------------- Gross Gross Securities Held Amortized Unrealized Unrealized Market to Maturity Cost Gains Losses Value --------------- --------- ---------- ---------- ----- U.S. Government obligations $ 6,040,283 $ 3,747 $ 26,831 $ 6,017,199 U.S. Government agencies and corporations 12,018,820 9,233 90,914 11,937,139 Obligations of states and political subdivisions 4,141,216 595 8,113 4,133,698 Mortgage-backed securities 36,628,562 80,802 485,051 36,224,313 ---------- ---------- ---------- ----------- $ 58,828,881 $ 94,377 $ 610,909 $ 58,312,349 ============ ========== ========== =========== Gross Gross Securities Amortized Unrealized Unrealized Market Available for Sale Cost Gains Losses Value ------------------ --------- ---------- ---------- ----- U.S. Government obligations $ 9,920,585 $ 44,377 $ 3,866 $ 9,961,096 U.S. Government agencies and corporations 4,989,529 0 27,652 4,961,877 Mortgage-backed securities 13,463,117 83,447 112,686 13,433,878 Other securities 888,156 0 0 888,156 ------------ ---------- ---------- ----------- $ 29,261,387 $ 127,824 $ 144,204 $ 29,245,007 ============ ========== ========== =========== The book and estimated market value of securities at December 31, 1997 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. Securities Held to Maturity Securities Available for Sale --------------------------- ----------------------------- Amortized Market Amortized Market Cost Value Cost Value --------- ----- --------- ----- Within one year $ 5,734,844 $ 5,735,601 $ 7,967,873 $ 7,990,650 One to five years 5,660,488 5,655,630 13,024,223 13,133,440 Five to ten years 4,978,488 4,904,700 0 0 Ten to fifteen years 6,019,205 6,150,618 0 0 Mortgage-backed securities 33,911,199 33,957,774 16,685,368 16,786,720 Other securities 0 0 969,356 969,356 ----------- ---------- ---------- ---------- $56,304,224 $56,404,323 $38,646,820 $38,880,166 ========== =========== ========== ========== Securities with a book value of $33,718,000 and $25,861,000 at December 31, 1997 and 1996, respectively, were pledged to secure public funds on deposit and for other purposes. Proceeds from sales of securities were $4,913,737 and $3,507,742 in 1997 and 1996, respectively. Gross realized gains on sales of securities were $25,839 in 1997 and $0 in 1996. Gross realized losses on sales of securities were $17,252 in 1997 and $9,460 in 1996. Realized gains or losses on sales of securities were determined by specific identification. 3. Loans The composition of the loan portfolio at December 31, 1997 and 1996 was as follows: 1997 1996 ---- ---- Commercial and industrial $ 18,065,586 $ 17,227,165 Real estate - residential 54,211,465 49,789,922 Real estate - commercial 48,328,565 45,104,891 Real estate - residential construction 4,868,265 4,833,291 Loans to individuals 13,571,431 13,221,415 Other 794,541 171,581 ----------- ----------- Total loans $139,839,853 $130,348,265 ============ =========== 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. -17- Total impaired loans at December 31, 1997 and 1996 that required a related allowance were $0 and $373,318, respectively, and the allowance allocated to such loans was $0 and $120,000, respectively. In addition, at December 31, 1997 and 1996, the Company had impaired loans of $632,569 and $523,191, 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 $649,075 and $1,457,388 during 1997 and 1996, respectively. The Company recorded interest income on impaired loans of $19,475 during 1997 and $42,238 during 1996. At December 31, 1997 and 1996, accruing loans 90 days or more past due totaled $239,050 and $370,223, respectively, and nonaccruing loans totaled $632,569 and $896,509, respectively. There were no troubled debt restructurings at December 31, 1997 or 1996. The reduction of interest income associated with nonaccrual and restructured loans for the years ended December 31, 1997, 1996 and 1995 was as follows: 1997 1996 1995 ---- ---- ---- Interest income per original terms $ 143,869 $ 220,029 $ 211,348 Income recognized 19,475 42,411 103,069 -------- -------- -------- Foregone interest income $ 124,394 $ 177,618 $ 108,279 ======== ======== ======== 4. Allowance for Possible Loan Losses Activity in the allowance for possible loan losses for the years ended December 31, 1997, 1996 and 1995 was as follows: Balance, December 31, 1994 $3,703,470 Provision for possible losses 120,000 Charge-offs (629,306) Recoveries 260,934 --------- Balance, December 31, 1995 3,455,098 Provision for possible losses 0 Charge-offs (230,545) Recoveries 257,152 --------- 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 ========= 5. Premises and Equipment The composition of premises and equipment at December 31, 1997 and 1996 was as follows: 1997 1996 ---- ---- Premises $ 5,057,478 $ 5,046,199 Equipment 2,935,940 3,097,098 ---------- ----------- 7,993,418 8,143,297 Less accumulated depreciation and amortization 3,355,453 3,295,095 ---------- ----------- $ 4,637,965 $ 4,848,202 ========== =========== Total depreciation and amortization expense for the years ended December 31, 1997, 1996 and 1995 was $802,623, $746,120 and $668,526, respectively, and is included in data processing, occupancy and furniture and equipment expense. 6. Stockholders' Equity At the Company's 1997 Annual Meeting, the stockholders voted to increase the authorized common stock from 4,000,000 shares to 12,000,000 shares. On September 15, 1997, the Company implemented an Offer to Purchase up to 125,000 shares of its outstanding common stock at a price of $12.00 per share. The Offer expired on October 15, 1997, with 24,301 shares tendered. The Company purchased all 24,301 shares -18- tendered under the offer. Shares acquired by the Company were accounted for as treasury stock under the cost method. As a result of the repurchase of shares, the Company's capital was reduced by $291,612. 7. Income Taxes The components of income tax expense for the years ended December 31, 1997, 1996 and 1995 are as follows: 1997 1996 1995 ---- ---- ---- Current: Federal $ 1,531,216 $ 1,508,248 $ 1,160,210 State 442,044 492,831 343,296 ---------- ---------- ---------- Total current 1,973,260 2,001,079 1,503,506 ---------- ---------- ---------- Deferred: Federal 54,614 6,430 114,195 State 26,115 19,151 61,848 ---------- ---------- ---------- Total deferred 80,729 25,581 176,043 ---------- ---------- ---------- Total $ 2,053,989 $ 2,026,660 $ 1,679,549 ========== ========== ========== 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 cumulative effect of a change in accounting principle and the actual income tax provision is summarized as follows: 1997 1996 1995 ---- ---- ---- Income tax expense at statutory rates $ 1,864,508 $ 1,760,833 $ 1,469,965 State income taxes, net of federal income tax benefit 308,984 337,908 267,395 Tax-exempt interest (132,117) (69,794) (71,828) Other, net 12,614 (2,287) 14,017 ---------- ---------- ---------- $ 2,053,989 $ 2,026,660 $ 1,679,549 ========== ========== ========== The Company has recorded a net deferred tax asset of $571,920. 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, 1997 and 1996, the Company's net deferred tax asset, as presented in the accompanying consolidated balance sheets, consisted of the following components: 1997 1996 ---- ---- Gross deferred tax asset: Provision for possible loan losses $ 899,555 $ 909,466 Employee benefits and other compensation arrangements 381,227 334,663 OREO write-downs 20,600 20,732 Other 14,491 30,319 --------- --------- 1,315,873 1,295,180 Gross deferred tax liability: Accelerated tax depreciation (377,005) (390,932) Other (366,948) (147,958) --------- --------- (743,953) (538,890) --------- --------- Net deferred tax asset $ 571,920 $ 756,290 ========= ========= 8. 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. The following table sets forth the Plan's funded status and amounts recognized in the Company's consolidated balance sheets at December 31, 1997 and 1996: 1997 1996 ---- ---- Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $2,038,508 ($1,597,121 in 1996) $(2,083,921) $(1,678,366) ========= ========= Projected benefit obligation for service rendered to date $(3,161,057) $(2,732,471) Plan assets at fair value (funds held in mutual funds, Community Bancorp, Inc. stock and deposit accounts at Community National Bank) 2,831,044 2,277,087 ---------- ---------- Funded status of plan (330,013) (455,384) Prior service cost not yet recognized in net periodic pension cost 12,416 13,796 Unrecognized net asset at transition being recognized over 17 years (53,721) (62,675) Unrecognized net loss from past experience different from that assumed 242,267 401,786 ---------- ---------- Accrued pension cost $ (129,051) $ (102,477) ========= ========== -19- Net periodic pension cost for the years ended December 31, 1997, 1996 and 1995 included the following components: 1997 1996 1995 ---- ---- ---- Service cost-benefits earned during the period $ 213,920 $ 210,421 $ 174,826 Interest cost on projected benefit obligation 202,397 179,213 149,673 Actual return on plan assets (419,388) (210,676) (209,069) Net amortization and deferral 230,041 90,728 103,634 ---------- ---------- ----------- Net periodic pension cost $ 226,970 $ 269,686 $ 219,064 ========== ========== =========== The weighted-average discount rate and annual rate of increase in the future compensation levels used in determining the actuarial present value of the projected benefit obligation at December 31, 1997 were 7.25% and 5.00%, respectively. Those rates as of December 31, 1996 were 7.50% and 5.50%, respectively. The expected annual long-term rate of return on assets was 8.0% for the years ended December 31, 1997 and 1996. The Company has an Employee Stock Ownership Plan (ESOP) that enables eligible employees to own common stock. Cash contributions of $70,000 were made to the ESOP in 1997 and 1996. No cash contribution was made to the ESOP in 1995. The Company implemented a 401(k) plan in 1989, covering all eligible employees. Compensation expense recorded in 1997, 1996 and 1995 related to this plan was approximately $78,900, $61,400 and $22,800, respectively. 9. Commitments The Company leases branch offices and equipment under noncancelable agreements expiring at various dates through 2002 that require various minimum annual rentals. The total future minimum rental commitments at December 31, 1997 aggregate $568,991. Rental commitments for each of the next five fiscal years and thereafter are as follows: 1998 $169,774 1999 132,209 2000 111,134 2001 77,412 2002 78,462 Thereafter 0 Rental expense totaled approximately $170,000, $149,000 and $146,000, for 1997, 1996 and 1995, respectively. 10. 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 ---------- --------- ---------- ----------- 1996 $ 5,994,289 $ 319,636 $ 695,356 $ 5,618,569 1997 $ 5,618,569 $ 787,285 $ 625,805 $ 5,780,049 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. 11. Deposits Deposits consisted of the following at December 31, 1997 and 1996: 1997 1996 ---- ---- Demand deposits $ 55,678,794 $ 51,358,151 Money-market deposits 25,721,390 24,183,300 NOW and FlexValue deposits 30,079,576 27,341,479 Cash management investment deposits 15,580,137 13,007,808 Savings deposit 34,813,944 33,304,686 Time certificates of deposit in denominations of $100,000 or more 21,183,954 19,144,157 Other time deposits 49,730,739 48,842,288 ----------- ----------- $232,788,534 $217,181,869 =========== ============ -20- 12. Condensed Financial Information of Community Bancorp, Inc. The following discloses certain parent-company-only financial information at December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997: Balance Sheets 1997 1996 ---- ---- Assets: Cash and cash equivalents $ 92,421 $ 122,186 Investment in subsidiary, at equity 22,309,350 19,696,253 Other assets 219,469 216,534 ---------- ---------- Total assets $ 22,621,240 $ 20,034,973 =========== ========== Liabilities and stockholders' equity: Other liabilities $ 185,141 $ 193,839 ---------- ---------- Total liabilities 185,141 193,839 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 (4,000,000 shares authorized at December 31, 1996), 3,199,218 shares issued, 2,926,257 shares outstanding, (2,935,012 shares outstanding at December 31, 1996) 7,998,045 7,998,045 Surplus 414,120 374,580 Undivided profits 16,418,790 13,826,958 Treasury stock (2,529,552) (2,348,419) Unrealized losses on securities available for sale, net of taxes 134,696 (10,030) ---------- ---------- Total stockholders' equity 22,436,099 19,841,134 ---------- ---------- Total liabilities and stockholders' equity $22,621,240 $20,034,973 =========== ========== Statements of Income Years ended December 31, ------------------------------------------ 1997 1996 1995 ---- ---- ---- Income: Dividends from subsidiary bank $ 979,641 $ 2,407,668 $ 737,101 Other income 326,669 322,048 307,939 ----------- ----------- ---------- Total income 1,306,310 2,729,716 1,045,040 ----------- ----------- ---------- Expenses: Other 344,822 324,478 299,756 ----------- ----------- ---------- Total expenses 344,822 324,478 299,756 ----------- ----------- ---------- Income before undistributed net income of subsidiary bank 961,488 2,405,238 745,284 Equity in undistributed net income of subsidiary bank 2,468,371 746,860 1,898,593 ----------- ----------- ---------- Net income $ 3,429,859 $ 3,152,098 $ 2,643,877 =========== =========== =========== Statements of Cash Flows Years ended December 31, ----------------------------------------- 1997 1996 1995 ---- ---- ---- Cash flows from operating activities: Net income $ 3,429,859 $ 3,152,098 $ 2,643,877 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed net income of subsidiary bank (2,468,371) (746,860) (1,898,593) Increase in other assets (2,935) (26,997) (1,718) (Decrease) increase in other liabilities (8,698) 21,441 (1,685) ---------- ---------- ---------- Total adjustments (2,480,004) (752,416) (1,901,996) ---------- ---------- ---------- Net cash provided by operating activities 949,855 2,399,682 741,881 ---------- ---------- ---------- Cash flows from financing activities: Purchase of treasury stock (291,612) (2,318,985) (2,865) Reissuance of treasury stock 150,019 236,117 111,444 Dividends declared (838,027) (788,684) (737,101) ---------- ---------- ---------- Net cash used in financing activities (979,620) (2,871,552) (628,522) ---------- ---------- ---------- Net (decrease) increase in cash and cash equivalents (29,765) (471,870) 113,359 Cash and cash equivalents at beginning of year 122,186 594,056 480,697 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 92,421 $ 122,186 $ 594,056 ========== ========== =========== 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 1998, Community National Bank can, under this formula, declare dividends to Community Bancorp, Inc. of approximately $4,976,000, plus an additional amount equal to the Bank's net profit for 1998, up to the date of any such dividend declaration, without the approval of the Comptroller of the Currency. 13. 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 -21- without being drawn upon. Accordingly, the total commitment amounts do not necessarily represent future cash requirements of the Company. 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, 1997 and 1996 was as follows: 1997 1996 ---- ---- Commitments to extend credit: Fixed-rate (6.99% to 10.00%) $ 1,394,116 $ 703,687 Adjustable rate 38,754,983 31,820,455 Standby letters of credit $ 629,086 $ 742,338 =========== =========== 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, 1997 and 1996, the outstanding balance of such mortgages totaled approximately $272,000 and $421,000, 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. 14. Loan Servicing Asset 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 is also reduced by a charge to earnings if actual prepayments exceed estimated prepayments. The loan servicing asset totaled $350,937 and $513,703 at December 31, 1997 and 1996, respectively. At December 31, 1997 and 1996, the Company was servicing mortgage loans for others of approximately $118,137,000 and $127,258,000, respectively. 15. 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, 1997, that the Company and the Bank met all capital adequacy requirements to which they are subject. -22- As of December 31, 1997 and 1996, 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. The Company's and the Bank's actual capital amounts and ratios at December 31, 1997 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 ------ ----- ------ ----- ------ ----- Company (consolidated): Total capital (to risk-weighted > assets) $24,234 15.75% $12,312 - 8.0% N/A N/A Tier 1 capital (to risk-weighted > assets) 22,295 14.49% 6,156 - 4.0% N/A N/A Tier 1 capital > (to average assets) 22,295 8.67% 10,283 - 4.0% N/A N/A Bank: Total capital (to risk-weighted > > assets) $24,108 15.66% $12,312 - 8.0% $15,390 - 10.0% Tier 1 capital (to risk-weighted > > assets) 22,168 14.40% 6,156 - 4.0% 9,234 - 6.0% Tier 1 capital > > (to average assets) 22,168 8.62% 10,283 - 4.0% 12,853 - 5.0% 16. Disclosures about Fair Value of Financial Instruments In December 1991, the FASB 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 -23- 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 13 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. The carrying amount and estimated fair values of the Bank's financial instruments at December 31, 1997 and 1996 are as follows: 1997 ----------------------------- Carrying Estimated Amount Fair Value ------------ ----------- Financial instrument assets: Cash and cash equivalents $ 31,304,667 $ 31,304,667 Securities 95,184,390 95,284,489 Loans, including held for sale, net 138,797,615 140,905,729 Financial instrument liabilities: Deposits 232,788,534 232,248,046 Short-term borrowings 16,637,064 16,637,064 1996 ------------------------------ Carrying Estimated Amount Fair Value ------------ ----------- Financial instrument assets: Cash and cash equivalents $ 25,691,567 $ 25,691,567 Securities 88,073,888 87,557,356 Loans, including held for sale, net 128,088,725 132,035,766 Financial instrument liabilities: Deposits 217,181,869 216,345,523 Short-term borrowings 11,454,687 11,454,687 -24- [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, 1997 and 1996, and the related consolidated statements of income, stockholders' equity and cash flows for the three years ended December 31, 1997. 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 financial statements referred to above present fairly, in all material respects, the financial position of Community Bancorp, Inc. and subsidiary as of December 31, 1997 and 1996, and the results of their operations and their cash flows for the three years ended December 31, 1997 in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Boston, Massachusetts January 23, 1998 -25- Management's Discussion and Analysis of Financial Condition and Results of Operations Summary The Company recorded net income of $3,429,859 for the year ended December 31, 1997, representing an increase of $277,761 over $3,152,098 recorded in 1996. Earnings per share of $1.17 for the current period compared to $1.01 for the year ended December 31, 1996. The improvement in net income resulted primarily from increases in net interest income and noninterest income. Deposits of $232,788,534 at December 31, 1997 increased by $15,606,665 or 7.2% from $217,181,869 at December 31, 1996. The increase occurred primarily in interest bearing categories and secondarily in noninterest bearing categories. Loans of $139,839,853 at December 31, 1997 increased by $9,491,588 or 7.3% from $130,348,265 at December 31, 1996. The increase occurred in the commercial and consumer loan categories. Noncurrent loans (nonaccrual loans and loans 90 days or more past due but still accruing) totaled $871,619 and $1,266,732 at December 31, 1997 and 1996, respectively. There were no accruing troubled debt restructurings at December 31, 1997 or 1996. Other real estate owned of $170,000 at December 31, 1997 compared to $25,000 at December 31, 1996. The 1997 increase represented one foreclosed property. Assets of $273,550,527 at December 31, 1997 represented a $23,548,069 or 9.4% increase over $250,002,458 at December 31, 1996. 1997 Compared to 1996 Interest income for the year ended December 31, 1997 was $19,169,951, representing an increase of $1,408,849 or 7.9% over $17,761,102 for the year ended December 31, 1996, primarily due to a $15,878,574 or 7.2% increase in average earning assets during 1997. The weighted average taxable equivalent yield on net earning assets was 8.14% and 8.06% in 1997 and 1996, respectively. Interest expense of $6,895,222 in 1997 represented an increase of $527,464 or 8.3% from $6,367,758 in 1996, primarily due to an $11,658,028 or 6.7% increase in average interest bearing liabilities during 1997. The weighted average cost of interest bearing liabilities was 3.73% in 1997 and 3.68% in 1996. Net interest income for 1997 was $12,274,729, representing an increase of $881,385 or 7.7% compared to $11,393,344 recorded in 1996. Noninterest income for the year ended December 31, 1997 was $2,654,628, representing an increase of $199,829 or 8.1% from $2,454,799 in 1996. This increase resulted primarily from increases in merchant credit card processing, gains on sales of loans and gains on sales of securities. Noninterest expense for the year ended December 31, 1997 of $9,445,509 represented an increase of $776,124 or 9.0% from $8,669,385 recorded during 1996. This increase was primarily the result of increases in salaries and employee benefits, furniture and equipment, credit card processing and other expense. The provision for possible loan losses was $0 in 1997 and 1996, resulting from management's continuing evaluation of the adequacy of the allowance for possible loan losses and its belief that the allowance is -26- adequate. Management will continue its ongoing assessment of the adequacy of the allowance for possible loan losses during 1998 and may adjust the provision for possible loan losses if necessary. Income tax expense of $2,053,989 for the year ended December 31, 1997 compared to $2,026,660 for 1996, the result of an increase in taxable income during the current period. Net income of $3,429,859 for the year ended December 31, 1997 represented an increase of $277,761 or 8.8% over $3,152,098 recorded in 1996. The foregoing discussion summarized the primary components of this increase in earnings. 1996 Compared to 1995 Interest income for the year ended December 31, 1996 was $17,761,102, representing an increase of $843,478 or 5.0% over $16,917,624 for the year ended December 31, 1995, primarily due to a $16,551,450 or 8.1% increase in average earning assets during 1996, partially offset by slightly lower interest rates as compared to 1995. The weighted average taxable equivalent yield on net earning assets was 8.06% and 8.30% in 1996 and 1995, respectively. Interest expense of $6,367,758 in 1996 represented an increase of $83,008 or 1.3% from $6,284,750 in 1995, primarily due to a $9,865,224 or 6.0% increase in average interest bearing liabilities during 1996, partially offset by slightly lower interest rates as compared to 1995. The weighted average cost of interest bearing liabilities was 3.68% in 1996 and 3.85% in 1995. Net interest income for 1996 was $11,393,344, representing an increase of $760,470 or 7.2% compared to $10,632,874 recorded in 1995. Noninterest income for the year ended December 31, 1996 was $2,454,799, representing an increase of $336,767 or 15.9% from $2,118,032 in 1995. This increase resulted primarily from increases in merchant credit card processing, service charge income, other charges, commissions and fees, gains on sales of loans and other income, slightly offset by an increase in losses on sales of securities. Noninterest expense for the year ended December 31, 1996 of $8,669,385 represented an increase of $361,905 or 4.4% from $8,307,480 recorded during 1995. This increase was primarily the result of increases in salaries and employee benefits, data processing, furniture and equipment, credit card processing, OREO carrying costs and other expense, partially offset by reductions in occupancy expense and FDIC insurance premiums. The provision for possible loan losses for 1996 was $0, representing a $120,000 or 100.0% decrease from $120,000 for 1995. This decrease was the result of management's continuing evaluation of the adequacy of the allowance for possible loan losses and its belief that the allowance is adequate. Management continued its ongoing assessment of the adequacy of the allowance for possible loan losses during 1997. Income tax expense of $2,026,660 for the year ended December 31, 1996 compared to $1,679,549 for 1995, the result of an increase in taxable income during the current period. Net income of $3,152,098 for the year ended December 31, 1996 represented an increase of $508,221 or 19.2% over $2,643,877 recorded in 1995. The foregoing discussion summarized the primary components of this increase in earnings. -27- Allowance for Possible Loan Losses The allowance for possible loan losses is maintained at a level believed by management to be adequate to absorb potential losses in the loan portfolio. Management's methodology in determining the adequacy of the allowance considers specific credit reviews, past loan loss experience, current economic conditions and trends, 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, growth and composition of the loan portfolio. Each loan on the Company's internal Watch List is evaluated periodically to estimate potential loss. For loans with potential losses, the bank sets aside or allocates a portion of the allowance against such potential losses. For the remainder of the loan portfolio, unallocated allowance amounts are determined based on judgments regarding the type of loan, economic conditions and trends, potential exposure to loss and other factors. When specific loans, or portions thereof, are deemed to be uncollectible, those amounts are charged off against the allowance. Subsequent recoveries, if any, are credited to the allowance. At December 31, 1997 the allowance was $3,215,559, representing 2.3% of total loans, compared to $3,481,705, representing 2.7% of total loans at December 31, 1996. 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 municipalities in the Company's market area. These assets are used in part to secure public deposits and as collateral for repurchase agreements. Securities for 1997 averaged $92.6 million, an increase of $11.4 million or 14.0% over $81.2 million for 1996. Proceeds from sales of securities were $4,913,737 in 1997. All mortgage-backed securities in the 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 adequate liquidity position provides the ability to hold all currently owned securities to maturity. Liquidity and Capital Resources The Company's principal sources of liquidity are customer deposits, amortization and pay-offs of loan principal and 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, 1997 and 1996, deposits were $232.8 million and $217.2 million, respectively. Management anticipates that deposits will increase moderately during 1998. Of the Company's $95.2 million in securities at December 31, 1997, $36.9 million or 38.7% 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 which provides additional borrowing opportunities. On September 15, 1997, the Company implemented an Offer to Purchase up to 125,000 shares of its outstanding shares of common stock at a price of $12.00 per share. The Offer was designed to reposition -28- the Company's balance sheet to increase return on equity by redeploying that portion of equity capital that was not necessary for the Company's core banking business. The Offer expired at 5:00 P.M. on October 15, 1997, with 24,301 shares tendered. The Company purchased all 24,301 shares tendered in the Offer. As a result of the repurchase of the shares, the Company's capital was reduced by $291,612. 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, 1997 and 1996, the Company's Tier 1 leverage capital ratio was 8.15% and 7.94%, 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, 1997, the Company's Tier 1 and total risk-based capital ratios were 14.49% and 15.75%, respectively. At December 31, 1996 the Company's Tier 1 and total risk-based capital ratios were 14.00% and 15.27%, respectively. The Bank is categorized as "well capitalized" under the Federal Deposit Insurance Corporation Improvement Act of 1991 (F.D.I.C.I.A.). The Year 2000 Issue The Company, like most users of computers and computer software, will be affected by the year 2000 date change. An internal Year 2000 Committee has been established to assess all bank systems to ensure that they will function properly in the year 2000. The Committee has completed the systems assessment, identified those that could be affected by the Year 2000 issue, and developed an implementation plan. Maintenance or modification costs will be expensed as incurred, while the cost of new hardware or software will be capitalized and amortized over its useful life. Those costs will be incurred during 1998 and 1999, and they are not expected to have a material effect on the Company's financial statements or results of operations. 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 it's interest rate sensitive assets in response to such changes. The Company's positive one-year cumulative gap position at December 31, 1997, which represents the excess of repricing assets versus repricing liabilities, was 3.2% expressed as a percentage of total assets. -29- 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 Argeo R. Cellucci President of Cellucci Hudson Corp. 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 Secretary of Poplin Furniture 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 Barbara M. Masciarelli Administrative Officer Compliance/Personnel/Legal - -------------------------- Grace L. Blunt, Esq. Senior Vice President Diane L. LeBlanc Human Resources Officer Retail Banking/Mortgage Division - -------------------------------- Richard K. Bennett Senior Vice President Nanci J. Pisani Vice President Ana M. Czapkowski Assistant Vice President Shereen A. Fahey Assistant Vice President Jane B. Karlson Assistant Vice President Elizabeth M. Brooks Branch Officer Andrea E. A. Cope Branch Officer Lynda L. D'Orlando Mortgage Officer Cynthia M. Farrah Marketing Officer Clark Hooper Security Officer M. Jean Mickle Branch Officer Raymond A. Murphy III Facilities Officer Lois A. Seymour Branch Officer Peter Shinas Branch Officer Kathleen E. Texeira Merchant Plan Officer Financial Control - ----------------- Robert E. Leist Senior Vice President Commercial Banking Division - --------------------------- John P. Galvani Senior View President Christal M. Bjork Vice President Daniel L. Heney Assistant Vice President Linda Glaser Commercial Loan Officer Jennifer D. Vasquezi Junior Commercial Officer/Credit Analyst Operations/Data Processing and Electronic Banking - ------------------------------------------------- Janet A. Lyman Senior Vice President James P. Vasquezi Assistant Vice President Margaret M. Vasquezi Assistant Vice President Susan B. Gillespie Operations Officer Michelle M. Temple Loan Servicing Officer The Company's Securities and Exchange Commission filing on Form 10-K is available to our stockholders upon request. -30- [The following text appears on the back cover.] Community Bancorp, Inc. Parent company of Community National Bank 17 Pope Street Hudson, Massachusetts 01749 Telephone 978-568-8321 Community National Bank - Branch Offices - ---------------------------------------- Hudson Main Office 17 Pope Street Phone: 978-568-8321 Fax: 978-562-7129 Acton 270 Great Road Phone: 978-263-8376 Fax: 978-266-2610 Boxborough 629 Massachusetts Avenue Phone: 978-264-9092 Fax: 978-266-2600 Concord 1134 Main Street Phone: 978-369-5421 Fax: 978-371-6600 Hudson South 177 Broad Street Phone: 978-568-8813 Fax: 978-568-2610 Marlborough Center 96 Bolton Street Phone: 978-485-5003 Fax: 978-229-4602 Marlborough East 500 Boston Post Road Phone: 508-485-3599 Fax: 508-229-4601 Stow 159 Great Road Phone: 978-461-1600 Fax: 978-461-1610 Loan Center 12 Pope Street, Hudson Phone: 978-568-8321 Fax: 978-562-9984 Additional ATM Locations Shaw's Supermarket - Hudson Solomon Pond Mall - Marlborough New England Sports Center - Marlborough Internet Web site: http://www.combank.com E-mail: cnb-mail@combank.com Member FDIC Equal Opportunity Lender