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, 1999 Commission File No. 33-12756-B COMMUNITY BANCORP, INC. A Massachusetts Corporation IRS Employer Identification No. 04-2841993 17 Pope Street, Hudson, Massachusetts 01749 Telephone - (978)568-8321 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Common Stock $2.50 par value 2,960,947 shares outstanding as of July 15, 1999 PART I - FINANCIAL INFORMATION COMMUNITY BANCORP, INC. Item 1. CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 1999 1998 ------------ ------------ ASSETS Cash and due from banks $ 17,489,175 $ 17,601,043 Federal funds sold 15,310,404 17,000,000 Securities available for sale, at market 29,868,882 31,685,402 Securities held to maturity (market value $85,925,867 at 6/30/99 and $87,832,432 at 12/31/98) 87,036,591 87,058,589 Mortgage loans held for sale 474,700 1,330,278 Loans 154,954,834 140,223,942 Less allowance for possible loan losses 3,000,719 2,981,012 ----------- ----------- Total net loans 151,954,115 137,242,930 ----------- ----------- Premises and equipment, net 6,162,061 5,576,789 Other assets, net 3,803,074 3,391,800 ----------- ----------- Total assets $312,099,002 $300,886,831 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits Noninterest bearing $ 60,173,926 $ 60,511,257 Interest bearing 200,833,183 193,897,478 ----------- ----------- Total deposits 261,007,109 254,408,735 ----------- ----------- Federal funds purchased and securities sold under repurchase agreements 22,398,289 19,747,496 Other liabilities 1,661,134 1,265,351 ----------- ----------- Total liabilities 285,066,532 275,421,582 ----------- ----------- Stockholders' equity: Preferred stock, $2.50 par value, 100,000 shares authorized, none issued or outstanding Common stock, $2.50 par value, 12,000,000 shares authorized, 3,199,218 shares issued, 2,960,947 shares outstanding, (2,944,588 shares outstanding at 12/31/98) 7,998,045 7,998,045 Surplus 638,619 524,106 Undivided profits 20,698,634 19,274,861 Treasury stock, at cost, 238,271 shares, (254,630 shares at 12/31/98) (2,217,342) (2,364,573) Accumulated other comprehensive income (85,486) 32,810 ----------- ----------- Total stockholders' equity 27,032,470 25,465,249 ----------- ----------- Total liabilities and stockholders' equity $312,099,002 $300,886,831 =========== =========== <FN> See accompanying notes. -2- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended Six months ended June 30, June 30, -------------------- -------------------- 1999 1998 1999 1998 --------- --------- --------- --------- Interest income: Interest and fees on loans $3,423,430 $3,270,641 $6,673,397 $6,617,533 Interest and div. on securities: Taxable interest 1,472,064 1,368,854 3,038,840 2,646,613 Nontaxable interest 137,148 119,728 272,645 214,695 Dividends 16,474 15,247 35,600 31,917 Interest on federal funds sold 186,277 265,544 300,990 450,435 --------- --------- ---------- --------- Total interest income 5,235,393 5,040,014 10,321,472 9,961,193 --------- --------- ---------- --------- Interest expense: Deposits 1,640,318 1,663,439 3,214,380 3,273,059 Short term borrowings 216,185 230,067 444,940 426,221 --------- --------- --------- --------- Total interest expense 1,856,503 1,893,506 3,659,320 3,699,280 --------- --------- --------- --------- Net interest income 3,378,890 3,146,508 6,662,152 6,261,913 Provision for loan losses 0 0 0 0 --------- --------- --------- --------- Net interest income after provision for loan losses 3,378,890 3,146,508 6,662,152 6,261,913 --------- --------- --------- --------- Noninterest income: Merchant credit card assessments 301,141 288,920 613,883 593,125 Service charges 153,364 149,661 298,704 297,839 Other charges, commissions, fees 282,010 244,405 580,142 511,592 Gains on sales of loans, net 10,386 103,801 49,767 146,529 Gains on sales of securities, net 0 0 0 0 Other 27,172 20,464 49,014 40,767 --------- --------- --------- --------- Total noninterest income 774,073 807,251 1,591,510 1,589,852 --------- --------- --------- --------- Noninterest expense: Salaries and benefits 1,305,659 1,246,516 2,619,047 2,507,595 Data processing 165,050 136,319 316,596 284,976 Occupancy, net 210,736 138,991 386,788 283,556 Furniture and equipment 121,891 113,415 212,921 230,402 Credit card processing 285,515 261,308 554,040 504,214 Printing, stationery & supplies 68,094 58,004 132,797 130,499 Marketing and advertising 87,158 57,374 173,078 104,948 Other 407,830 390,350 824,584 793,216 --------- --------- --------- --------- Total noninterest expense 2,651,933 2,402,277 5,219,851 4,839,406 --------- --------- --------- --------- Income before income taxes 1,501,030 1,551,482 3,033,811 3,012,359 Income taxes 539,207 568,187 1,090,334 1,108,468 --------- --------- --------- --------- Net income $ 961,823 $ 983,295 $1,943,477 $1,903,891 ========= ========= ========= ========= Earnings per common share $ .326 $ .335 $ .659 $ .649 Dividends per share $ .089 $ .079 $ .176 $ .156 Weighted average number of shares 2,952,498 2,937,739 2,948,565 2,932,030 <FN> See accompanying notes. -3- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three months ended Six months ended June 30, June 30, ------------------- --------------------- 1999 1998 1999 1998 -------- -------- --------- --------- Net income $ 961,823 $ 983,295 $1,943,477 $1,903,891 Other comprehensive income: Unrealized securities gains (losses) arising during period (182,023) (73,665) (200,262) (64,290) Income tax (expense) benefit on securities gains (losses) arising during period 74,501 32,961 81,966 28,998 -------- -------- --------- --------- Net unrealized securities gains (losses) arising during period (107,522) (40,704) (118,296) (35,292) -------- -------- -------- --------- Less: reclassification adjustment for securities (gains) losses included in income 0 0 0 0 Income tax expense (benefit) on securities (gains) losses included in income 0 0 0 0 -------- -------- -------- --------- Net reclassification adjustments for securities (gains) losses included in net income 0 0 0 0 -------- -------- -------- --------- Other comprehensive income (107,522) (40,704) (118,296) (35,292) -------- -------- --------- --------- Comprehensive income $ 854,301 $ 942,591 $1,825,181 $1,868,599 ======= ======== ========= ========= <FN> See accompanying notes. -4- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, ------------------------- 1999 1998 ---------- ---------- Cash flows from operating activities: Net income $ 1,943,477 $ 1,903,891 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in mortgage loans held for sale 855,578 330,898 Premium on sale of mortgages 54,318 110,452 Depreciation and amortization 446,568 434,503 Increase (decrease) in other liabilities 273,594 (257,869) Increase (decrease) in taxes payable 45,763 (49,912) Increase (decrease) in interest payable 103,937 (5,175) (Increase) decrease in other assets (263,736) 151,895 (Increase) in interest receivable (142,611) (116,023) ---------- ---------- Total adjustments 1,373,411 598,769 ---------- ---------- Net cash provided by operating activities 3,316,888 2,502,660 ---------- ---------- Cash flows from investing activities: Maturities and principal repayments of securities available for sale 6,766,150 6,281,845 Maturities and principal repayments of securities held to maturity 16,413,116 12,753,012 Purchases of securities available for sale (5,150,150) (84,600) Purchases of securities held to maturity (16,391,119) (29,694,341) Net change in federal funds sold 1,689,596 (12,900,000) Net change in loans and other real estate owned (14,728,939) 4,215,306 Acquisition of property, plant and equipment (1,031,840) (568,130) ---------- ---------- Net cash (used in) investing activities (12,433,186) (19,996,908) ---------- ---------- Cash flows from financing activities: Net change in deposits 6,598,373 10,180,406 Net change in federal funds purchased 0 (3,000,000) Net change in repurchase agreements 2,650,793 9,212,368 Sale of treasury stock 261,744 274,965 Dividends paid (506,480) (444,791) ---------- ---------- Net cash provided by financing activities 9,004,430 16,222,948 ---------- ---------- Net (decrease) in cash and due from banks (111,868) (1,271,300) ---------- ---------- Cash and due from banks at beginning of period 17,601,043 16,704,667 ---------- ---------- Cash and due from banks at end of period $17,489,175 $15,433,367 ========== ========== <FN> See accompanying notes. -5- COMMUNITY BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1999 _________________________________________________________________________ 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of results expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report to shareholders and Form 10-K for the year ended December 31, 1998. 2. EARNINGS PER SHARE The Company adopted Financial Accounting Standards Board Statement No. 128, "Earnings Per Share" (SFAS No. 128), effective December 31, 1997. This Statement requires the presentation of "basic" earnings per share, which excludes the effect of dilution, and "diluted" earnings per share, which includes the effect of dilution. The Company's "basic" and "diluted" earnings per share computations are identical in the periods presented, as there is no dilution effect. Earnings per share is based on the weighted average number of shares outstanding during the period. 3. COMPREHENSIVE INCOME The Company adopted Financial Accounting Standards Board Statement No. 130, "Reporting Comprehensive Income" (SFAS No. 130), effective January 1, 1998. Components of comprehensive income are net income and all other non-owner changes in equity. The Statement requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. Reclassification of financial statements for earlier periods provided for comparative purposes is required. The Company has chosen to disclose comprehensive income in the Consolidated Statements of Comprehensive Income. -6- 4. OPERATING SEGMENTS The Company adopted Financial Accounting Standards Board Statement No. 131, "Disclosures About Segments of an Enterprise and Related Information" (SFAS No. 131), during 1998. SFAS No. 131 established standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to the stockholders. It also established standards for related disclosures about products and services, and geographic areas. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company has one reportable segment: community banking. At present, the Company conducts no activities independent of the Bank. The Bank is engaged in substantially all of the business operations customarily conducted by an independent commercial bank in Massachusetts. Banking services offered include acceptance of checking, savings and time deposits, and the making of consumer, commercial, real estate and other loans. The Bank also offers official checks, traveler's checks, safe deposit boxes, Internet banking and bill payment services and other customary banking services to its customers. 5. RECLASSIFICATIONS Certain amounts in the prior period's financial statements have been reclassified to be consistent with the current period's presentation. The reclassifications have no effect on net income. -7- PART I - FINANCIAL INFORMATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary The Company recorded net income of $1,943,477 for the six months ended June 30, 1999, representing an increase of $39,586 or 2.1% over $1,903,891 for the six months ended June 30, 1998. Earnings per share of $.659 for the current period represented an increase of $.010 from $.649 for the corresponding period in 1998. The Company recorded net income of $961,823 for the three months ended June 30, 1999, representing a decrease of $21,472 or 2.2% from $983,295 for the three months ended June 30, 1998 Earnings per share of $.326 for the current period represented a decrease of $.009 from $.335 for the corresponding period in 1998. Deposits of $261,007,109 at June 30, 1999 increased by $6,598,374 or 2.6% from $254,408,735 at December 31, 1998. The increase in deposits occurred primarily in the interest bearing category of certificates of deposit, partially offset by a decrease in CMA investment accounts. Loans of $154,954,834 at June 30, 1999 increased by $14,730,892 or 10.5% from $140,223,942 at December 31, 1998. The growth in loans occurred primarily in the commercial, residential mortgage and home equity account categories. Noncurrent loans (nonaccrual loans and loans 90 days or more past due but still accruing) totaled $1,075,724 and $913,151 at June 30, 1999 and December 31, 1998, respectively. There were no accruing troubled debt restructurings at June 30, 1999 or December 31, 1998. Assets of $312,099,002 at June 30, 1999 represented an $11,212,171 or 3.7% increase from $300,886,831 at December 31, 1998. Six months ended June 30, 1999 as Compared To Six months ended June 30, 1998 --------------------------------------------- Net Interest Income Interest income for the six months ended June 30, 1999 was $10,321,472, representing an increase of $360,279 or 3.6% from $9,961,193 for the six months ended June 30, 1998, primarily due to higher average loan and federal funds sold balances in 1999, partially offset by lower average interest rates in the current period. Interest expense was $3,659,320, representing a decrease of $39,960 or 1.1% from $3,699,280 for the six months ended June 30, 1998, primarily due to lower average interest rates in 1999, partially offset by higher average interest bearing deposit balances in the current period. Net interest income for the six months ended June 30, 1999 was $6,662,152, representing an increase of $400,239 or 6.4% from $6,261,913 for the six months ended June 30, 1998. Noninterest Income and Expense Noninterest income for the six months ended June 30, 1999 was $1,591,510 representing an increase of $1,658 or 0.1% from $1,589,852 for the six months ended June 30, 1998. This increase was primarily the result of -8- increases in merchant credit card assessments, service charges, commissions and fees and other income, partially offset by a reduction in gains on sales of loans. The decrease in gains on sales of loans resulted from a significant reduction in residential mortgage volume during the current period as compared to the same period in 1998. Noninterest expense for the six months ended June 30, 1999 of $5,219,851 was up $380,445 or 7.9% from $4,839,406 for the same period in 1998. This increase was primarily the result of increases in salaries and employee benefits, data processing, occupancy, credit card processing, printing, stationery and supplies, marketing and advertising and other expense, partially offset by a reduction in furniture and equipment. Many of the non-inflationary increases in noninterest expense were the result of costs associated with the opening of two new Community National Bank branch offices during the second quarter of 1999, and the Bank's continued investment in technology to enhance customer service and product delivery systems. Provision for Loan Losses There was no provision for loan losses for the six months ended June 30, 1999 or 1998, reflecting management's continuing evaluation of the adequacy of the allowance for loan losses and its belief that the allowance is adequate. Income Taxes Income tax expense of $1,090,334 for the six months ended June 30, 1999 compared to $1,108,468 for the same period in 1998, the result of an increase in taxable income during the current period. Net Income Net income of $1,943,477 for the first six months of 1999 represented an increase of $39,586 or 2.1% from $1,903,891 recorded for the first six months of 1998. Earnings per share of $.659 for the current period represented an increase of $.010 from $.649 for the six months ended June 30, 1998. Three months ended June 30, 1999 as Compared To Three months ended June 30, 1998 ----------------------------------------------- Net Interest Income Interest income for the three months ended June 30, 1999 was $5,235,393, representing an increase of $195,379 or 3.9% from $5,040,014 for the three months ended June 30, 1998, primarily due to higher average loan and federal funds sold balances in 1999, partially offset by lower average interest rates in the current period. Interest expense was $1,856,503, representing a decrease of $37,003 or 2.0% from $1,893,506 for the three months ended June 30, 1998, primarily due to lower average interest rates in 1999, partially offset by higher average interest bearing deposit balances in the current period. Net interest income for the three months ended June 30, 1999 was $3,378,890, representing an increase of $232,382 or 7.4% from $3,146,508 for the three months ended June 30, 1998. -9- Noninterest Income and Expense Noninterest income for the three months ended June 30, 1999 was $774,073, representing a decrease of $33,178 or 4.1% from $807,251 for the three months ended June 30, 1998. This decrease was primarily the result of a decrease in gains on sales of loans, partially offset by increases in merchant credit card assessments, service charges, other charges, commissions and fees and other income. The reduction in gains on sales of loans resulted from a significant reduction in residential mortgage volume during the current period as compared to the same period in 1998. Noninterest expense for the three months ended June 30, 1999 of $2,651,933 was up $249,656 or 10.4% from $2,402,277 for the corresponding period in 1998. This increase was primarily the result of increases in a variety of noninterest expense categories. Many of the non-inflationary increases in noninterest expense were the result of costs associated with the opening of two new Community National Bank branch offices during the second quarter of 1999, and the Bank's continued investment in technology to enhance customer service and product delivery systems. Provision for Loan Losses There was no provision for loan losses for the three months ended June 30, 1999 or 1998, reflecting management's continuing evaluation of the adequacy of the allowance for loan losses and its belief that the allowance is adequate. Income Taxes Income tax expense of $539,207 for the three months ended June 30, 1999 compared to $568,187 for the corresponding period in 1998, the result of a decrease in taxable income during the current period. Net Income Net income of $961,823 for the first three months of 1999 represented a decrease of $21,472 or 2.2% from $983,295 recorded for the first three months of 1998. Earnings per share of $.326 for the current period represented a decrease of $.009 from $.335 for the three months ended June 30, 1998. Allowance for Possible Loan Losses The allowance for possible loan losses is maintained at a level believed by management to be adequate to absorb potential losses in the loan portfolio. Management's methodology in determining the adequacy of the allowance considers specific credit reviews, past loan loss experience, current economic conditions and trends and the volume, growth and composition of the loan portfolio. Each loan on the Company's internal Watch List is evaluated periodically to estimate potential losses. For loans with potential losses, the bank sets aside or "allocates" a portion of the ALLL against such potential losses. For the remainder of the portfolio, "unallocated" reserve amounts are determined based on judgments regarding the type of loan, economic conditions and trends, potential exposure to loss and other factors. While the Company achieved total loan growth of $14,730,892 or 10.5% during the six months ended -10- June 30, 1999, there were no significant changes in loan concentrations, loan quality or loan terms during the period. Estimation methods and assumptions affecting the allowance remained unchanged from those used in prior periods. There was no significant reallocation of the allowance among the various segments of the portfolio. The allowance for possible loan losses is charged when management determines that the repayment of the principal on a loan is in doubt. Subsequent recoveries, if any, are credited to the allowance. At June 30, 1999, the balance in the allowance was $3,000,719 representing 279% of noncurrent loans, compared to $2,981,012 or 326% of noncurrent loans at December 31, 1998. Securities The Company's securities portfolio consists of obligations of the U.S. Treasury, U.S. government sponsored agencies, mortgage backed securities and obligations of various municipalities. Those assets are used in part to secure public deposits and as collateral for repurchase agreements. Total securities were $116,905,473 at June 30, 1999, representing a decrease of $1,838,518 or 1.5% from $118,743,991 at December 31, 1998. At June 30, 1999, $29,868,882 in securities were classified as "available for sale". There were no sales of securities during the six months ended June 30, 1999. 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, 1999 and 1998, deposits were $261.0 and $243.0 million, respectively. Management anticipates that deposits will grow moderately during the remainder of 1999. 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 constitutes the minimum capital standard for most banking organizations. At June 30, 1999, the Company's Tier 1 leverage capital ratio was 8.68%. Regulatory authorities have also implemented risk-based capital guidelines requiring a minimum ratio of Tier 1 capital to risk weighted assets of 4.00% and a minimum ratio of total capital to risk- weighted assets of 8.00%. At June 30, 1999 the Company's Tier 1 and total risk-based capital ratios were 15.50% and 16.75%, respectively. The Bank is categorized as "well capitalized" under the Federal Deposit Insurance Corporation Improvement Act of 1991 (F.D.I.C.I.A.). On May 18, 1998, the Company's 401(k) Savings Plan ("401(k)") and the Employee Stock Ownership Plan ("ESOP") purchased 11,359 shares and 5,000 shares, respectively, of common stock from the Company. The stock was sold to the two Plans at a price of $16.00 per share, which was determined by the trustees of the Plans, based on a fair market analysis -11- performed by an independent third party pursuant to the ESOP, to represent a fair market price from a financial point of view as of December 31, 1998. The stock was sold to the two Plans from the Company's treasury stock account. On June 15, 1999, the Company's Board of Directors declared a second quarter 1999 cash dividend of $.089 per share of common stock to shareholders of record at June 1, 1999, payable on July 15, 1999. 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 cumulative one year gap position at June 30, 1999, representing the excess of repricing liabilities versus repricing assets within a one year time frame, was 6.5% 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, risks related to Year 2000 issues (particularly with respect to compliance by third parties on which the Company relies), and adverse legislative or regulatory changes. Year 2000 The following Year 2000 statements constitute a Year 2000 Readiness Disclosure within the meaning of the Year 2000 Information and Readiness Disclosure Act of 1998. The Company, like most users of computers, computer software, and equipment utilizing embedded microcontrollers, may be affected by the Year 2000 date change. The Company recognized the importance of this issue in 1996 and formally established an internal Year 2000 Committee in 1997, chaired by a member of the Company's senior management team, to assess all systems to ensure that they will function properly. This -12- process involved five separate phases: awareness, assessment, renovation, validation and implementation. The Company's Year 2000 Committee established a schedule specifying the completion dates for each of the process's five phases. During 1997, the Committee completed the systems assessment phase, identifying each internal system that could potentially be affected by the Year 2000 issue. Those systems were then designated as either mission-critical or non-mission-critical. Mission-critical systems were defined by the Company as being vital to the successful continuance of core business activities. The Company determined that its only mission-critical system is its mainframe data processing system. The mainframe system has been certified by its respective hardware and software vendors as being Year 2000 compliant. In addition, the Company contracted with an independent consulting firm to test the mainframe system for Year 2000 compatibility. That testing has verified that the mainframe system is Year 2000 compliant. For all non-mission-critical systems that could be affected by the Year 2000 issue, action plans were designed which set forth the process for determining whether or not those systems are compliant. Those determinations have involved obtaining compliance certifications from vendors whenever possible and validation testing conducted by the Company. A similar procedure was followed for external systems and services the Company obtains from third parties. Testing of those third party systems for Year 2000 compliance began during fourth quarter of 1998 and was completed during the first quarter of 1999. When the results of the Company's validation testing revealed that a particular system or service was not Year 2000 compliant, a specific deadline was established by which time that system or service must be brought into compliance. Contingency plans were formulated to either upgrade such systems in order to meet Year 2000 compliance requirements, replace them with systems that are certified as compliant, or establish alternative processing arrangements. Those contingency plans document the actions the Company has taken for each such non-compliant system. At June 30, 1999, the Company was in the final or "implementation" phase of this process. In certain cases, however, such as the potential loss of electrical power or telecommunications services due to Year 2000 problems, testing by the Company has been either not practical or not possible. In those cases, detailed contingency plans have been designed that specify how the Company will deal with each such potential situation. The Year 2000 issue presents several potential risks to the Company. The banking transactions of the Company's customers are processed by its internal mainframe data processing system. The failure of that system to function as a result of the millennium date change could result in the Company's inability to process customer transactions in the usual manner. In that event, the Company could potentially lose customers to other financial institutions, resulting in a loss of revenue. A number of the Company's borrowers utilize computers and computer software to varying degrees in conjunction with the operation of their businesses. The customers and suppliers of those businesses may utilize computers as well. Should the Company's borrowers, or the businesses on which they depend, experience Year 2000 related computer problems, such borrowers' -13- cash flow could be disrupted, adversely affecting their ability to repay their loans with the Company. The Company has assessed its Year 2000 exposure to credit customers through the use of questionnaires and personal interviews. Management's determination of the potential impact the Year 2000 issue could have on those customers' ability to continue servicing their debt in a satisfactory manner has been factored into the Company's credit risk rating system. Similar problems could affect certain of the Company's business depositors, potentially causing interruptions in their cash flow that could result in their inability to maintain historical deposit balance levels in their accounts. Such an event could result in the reduction of deposit balances available to the Company for loans, investments, etc. Concern on the part of some depositors that potential Year 2000 related problems could impair access to their deposit balances following the millennium date change could result in the Company experiencing a deposit outflow prior to December 31, 1999. The potential increase in cash requirements has been estimated and factored into the Company's analysis of projected future liquidity needs. Also, the Company has made a special arrangement with the Federal Home Loan Bank of Boston for a $10,000,000 loan for the period of November 15, 1999 through March 15, 2000. The Company believes this loan will provide additional liquidity sufficient to fund any anticipated cash requirements resulting from customers withdrawing funds from their deposit accounts. Certain utility services, such as electrical power and telecommunications services, could be disrupted if those services experience Year 2000 related problems. Also, should Year 2000 related problems occur which cause any of the Company's systems, or the systems of certain third parties upon which the Company depends, to become inoperative, increased personnel costs could be incurred if additional staff is required to perform functions that the inoperative systems would have otherwise performed. The Company has designed contingency plans to address such potential occurrences. As a nationally chartered financial institution, the Company and its subsidiary, Community National Bank, are regulated by agencies of the federal government. Federal bank regulators have established specific guidelines and timetables for all nationally chartered financial institutions to follow in addressing the Year 2000 issue. The Company's Year 2000 contingency plans follow those requirements. As of June 30, 1999, the Company is in compliance with all Year 2000 guidelines and timetables issued by the banking regulators, and it is also in compliance with its own internal Year 2000 preparedness schedule. The Company believes it is not possible to estimate the potential lost revenue due to the Year 2000 issue, as the extent and longevity of such potential problems cannot be predicted. However, as of June 30, 1999, the Company believes it has modified or replaced any affected system that could have caused any detrimental effects on its operations. The Company's estimated total cost to test its systems and replace computer equipment, software programs, or other equipment containing imbedded microprocessors that were not Year 2000 compliant, is approximately $216,000, all of which has been incurred as of June 30, 1999. System maintenance or modification costs have been expensed as incurred, while the cost of new hardware, software, and other equipment has been capitalized and amortized over their useful lives. -14- PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual Meeting of Shareholders was held on April 13, 1999. 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 23, 1999 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: 2,340,521 Votes against: 6,036 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 2,337,021 9,536 James A. Langway 2,337,021 9,536 David L. Parker 2,337,021 9,536 Item 5. OTHER INFORMATION On April 12, 1999, Community National Bank opened its ninth branch office, located at 35 Edgell Road, Framingham, Massachusetts. On May 18, 1999, the Company's Board of Directors elected Jennie Lee Colosi a Director of the Company, and the Bank's Board of Directors elected Ms. Colosi a Director of the Bank. On June 15, 1999, the Company's Board of Directors declared a second quarter 1999 cash dividend of $.089 per share of common stock to shareholders of record at June 1, 1999, payable on July 15, 1999. On June 28, 1999, Community National Bank opened its tenth branch office, located at 450 Boston Post Road, Sudbury, Massachusetts. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27 Article 9 - Financial Data Schedule for the six months ended June 30, 1999 99 Proxy Statement dated March 23, 1999 (b) The Company did not file a Form 8-K during the quarter ended June 30, 1999. -15- 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: July 30, 1999 By: /s/ James A. Langway -------------------- James A. Langway President & Chief Executive Officer Principal Executive Officer Date: July 30, 1999 By: /s/ Donald R. Hughes, Jr. ------------------------- Donald R. Hughes, Jr. Treasurer and Clerk, Principal Financial Officer and Principal Accounting Officer -16- EXHIBIT INDEX ------------- EXHIBIT DESCRIPTION ------- ----------- 27 Article 9 - Financial Data Schedule for the six months ended June 30, 1999 99 Proxy Statement dated March 23, 1999 -17-