U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF --- THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Transition Period from _________to_________ Commission File Number 33-76644 COMMUNITYCORP (Exact name of registrant as specified in its charter) South Carolina 57-1019001 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1100 N. Jefferies Boulevard Walterboro, SC 29488 (Address of principal executive offices, including zip code) (843) 549-2265 (Registrant's telephone number, including area code) ------------------------------------------------ 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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the date of this filing. 300,000 shares of common stock, $5 par value PAGE 1 OF 17 EXHIBIT INDEX ON PAGE 2 COMMUNITYCORP Index PART I. FINANCIAL INFORMATION Page No. - ----------------------------- Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets -- June 30, 2000 and December 31, 1999.....................................3 Condensed Consolidated Statements of Income -- Six months ended June 30, 2000 and 1999 and Three months ended June 30, 2000 and 1999..........................4 Condensed Consolidated Statements of Shareholders' Equity and Comprehensive Income -- Six months ended June 30, 2000...................................................................................5 Condensed Consolidated Statements of Cash Flows -- Six months ended June 30, 2000 and 1999.......................6 Notes to Condensed Consolidated Financial Statements.............................................................7-8 Review by Independent Certified Public Accountants........................................................................9 Report on Review by Independent Certified Public Accountants.............................................................10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................11-14 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders..............................................................15 Item 6. Exhibits and Reports on Form 8-K.................................................................................15 (a) Exhibits....................................................................................................15 (b) Reports on Form 8-K.........................................................................................15 COMMUNITYCORP Condensed Consolidated Balance Sheets June 30, December 31, 2000 1999 ------------ ------------ (Unaudited) Assets: Cash and cash equivalents: Cash and due from banks $ 3,451,754 $ 5,723,770 Federal funds sold and securities purchased under agreements to resell -- 4,670,000 ------------ ------------ 3,451,754 10,393,770 ------------ ------------ Securities available-for-sale 19,110,907 18,759,768 Securities held-to-maturity (estimated market value of $4,962,084 and $5,210,028 at June 30, 2000 and December 31, 1999, respectively) 5,098,325 5,327,129 ------------ ------------ 24,209,232 24,086,897 ------------ ------------ Loans receivable 64,662,286 59,663,015 Less allowance for loan losses (1,142,039) (1,086,980) ------------ ------------ Loans, net 63,520,247 58,576,035 Accrued interest receivable 1,038,092 1,004,529 Premises, furniture & equipment, net 1,714,593 1,776,320 Other assets 1,113,203 857,710 ------------ ------------ Total assets $ 95,047,121 $ 96,695,261 ============ ============ Liabilities and Shareholders' Equity: Liabilities: Deposits: Noninterest bearing $ 8,321,589 $ 9,952,976 Interest bearing 74,174,565 76,982,395 ------------ ------------ 82,496,154 86,935,371 Short-term borrowings 2,890,000 290,000 Accrued interest payable 560,562 509,943 Other liabilities 111,626 155,208 ------------ ------------ Total liabilities 86,058,342 87,890,522 ------------ ------------ Shareholders' Equity: Preferred stock, $5 par value, 3,000,000 shares authorized and unissued -- -- Common stock, $5 par value, 3,000,000 shares authorized, 300,000 shares issued and outstanding 1,500,000 1,500,000 Capital surplus 1,731,708 1,731,708 Accumulated other comprehensive income (loss) (370,651) (295,119) Retained earnings 6,819,333 6,186,081 Treasury stock (16,303 shares in 2000 and 7,999 shares in 1999) (691,611) (317,931) ------------ ------------ Total shareholders' equity 8,988,779 8,804,739 ------------ ------------ Total liabilities and shareholders' equity $ 95,047,121 $ 96,695,261 ============ ============ See notes to condensed consolidated financial statements 3 COMMUNITYCORP Condensed Consolidated Statements of Income (Unaudited) Six Months Ended June 30, Three Months Ended June 30, ------------------------- --------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Interest income: Loans, including fees $2,886,327 $2,523,554 $1,475,666 $1,284,329 Securities 712,716 482,252 354,439 261,686 Other interest income 89,680 338,403 23,039 159,693 ---------- ---------- ---------- ---------- Total 3,688,723 3,344,209 1,853,144 1,705,708 ---------- ---------- ---------- ---------- Interest expense: Deposit accounts 1,653,450 1,556,500 830,752 776,776 Other interest expense 19,404 10,731 16,484 5,865 ---------- ---------- ---------- ---------- 1,672,854 1,567,231 847,236 782,641 ---------- ---------- ---------- ---------- Net interest income 2,015,869 1,776,978 1,005,908 923,067 Provision for loan losses 155,000 180,000 80,000 85,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 1,860,869 1,596,978 925,908 838,067 ---------- ---------- ---------- ---------- Other operating income: Service charges 212,208 197,539 111,675 105,167 Other income 46,348 40,464 22,291 15,941 ---------- ---------- ---------- ---------- Total 258,556 238,003 133,966 121,108 ---------- ---------- ---------- ---------- Other operating expenses: Salaries and benefits 469,301 429,570 247,178 218,776 Net occupancy expense 66,927 60,345 30,476 33,369 Equipment expense 126,609 119,136 66,300 61,435 Other operating expenses 312,056 277,610 164,291 147,815 ---------- ---------- ---------- ---------- Total 974,893 886,661 508,245 461,395 ---------- ---------- ---------- ---------- Income before taxes 1,144,532 948,320 551,629 497,780 Income tax provision 369,683 317,444 183,000 169,386 ---------- ---------- ---------- ---------- Net income $ 774,849 $ 630,876 $ 368,629 $ 328,394 ========== ========== ========== ========== Earnings per share: Weighted average common shares outstanding 283,971 298,457 283,681 298,457 ========== ========== ========== ========== Net income per common share $ 2.73 $ 2.11 $ 1.30 $ 1.10 ========== ========== ========== ========== See notes to condensed consolidated financial statements 4 COMMUNITYCORP Condensed Consolidated Statement of Shareholders' Equity and Comprehensive Income for the six months ended June 30, 2000 (Unaudited) Accumulated Common Stock Other ---------------------- Capital Comprehensive Retained Treasury Shares Amount Surplus Income Earning Stock Total ------- ----------- ----------- ----------- ----------- ----------- ----------- Balance, December 31, 1999 300,000 $ 1,500,000 $ 1,731,708 $ (295,119) $ 6,186,081 $ (317,931) $ 8,804,739 Cash dividends declared -$.50 per share (141,597) (141,597) Net income for the period 774,849 774,849 Other comprehensive income, net of taxes (75,532) (75,532) ----------- Comprehensive income 699,317 ----------- Purchase of Treasury Stock (373,680) (373,680) ------- ----------- ----------- --------- ----------- ----------- ----------- Balance, June 30, 2000 300,000 $ 1,500,000 $ 1,731,708 $(370,651) $ 6,819,333 $ (691,611) $ 8,988,779 ======= =========== =========== ========= =========== =========== =========== See notes to condensed consolidated financial statements 5 COMMUNITYCORP Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, ---------------------------- 2000 1999 ------------ ------------ Cash flows from operating activities: Net income $ 774,849 $ 630,876 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 90,214 91,315 Provision for possible loan losses 155,000 180,000 Amortization less accretion on investments 10,352 261 Amortization of deferred loan costs 38,703 37,860 Gain on sale of premises and equipment -- (18,500) (Increase) decrease in interest receivable (33,563) (91,143) Increase (decrease) in interest payable 50,619 (19,796) (Increase) decrease in other assets (45,709) 17,249 Increase (decrease) in other liabilities (43,582) 55,743 ------------ ------------ Net cash provided by operating activities 996,883 883,865 ------------ ------------ Cash flows from investing activities: Net increase in loans to customers (5,307,915) (3,288,117) Purchases of securities available-for-sale (800,000) (8,408,787) Maturities of securities available-for-sale 327,502 1,725,998 Purchases of securities held-to-maturity -- (725,000) Maturities of securities held-to-maturity 224,495 847,608 Proceeds from disposal of premises and equipment -- 18,500 Purchases of premises and equipment (28,487) (31,983) ------------ ------------ Net cash used by investing activities (5,584,405) (9,861,781) ------------ ------------ Cash flows from financing activities: Net increase(decrease) in deposits accounts (4,439,217) 2,976,213 Increase in short-term borrowings 2,600,000 400,000 Dividends paid (141,597) (119,383) Purchase of treasury stock (373,680) -- ------------ ------------ Net cash provided (used) by financing activities (2,354,494) 3,256,830 ------------ ------------ Net decrease in cash and cash equivalents (6,942,016) (5,721,086) Cash and cash equivalents, beginning of period 10,393,770 19,474,460 ------------ ------------ Cash and cash equivalents, end of period $ 3,451,754 $ 13,753,374 ============ ============ Cash paid during the period for: Income taxes $ 245,000 $ 313,200 Interest $ 1,622,235 $ 1,587,027 See notes to condensed consolidated financial statements 6 COMMUNITYCORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they are condensed and omit disclosures, which would substantially duplicate those contained in the most recent annual report to shareholders. The financial statements as of June 30, 2000 and for the interim periods ended June 30, 2000 and 1999 are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. The financial information as of December 31, 1999 has been derived from the audited financial statements as of that date. For further information, refer to the financial statements and the notes included in Communitycorp's 1999 Annual Report. Note 2 - Comprehensive Income The components of other comprehensive income and related tax effects are as follows: Pre-tax (Expense) Net-of-tax Amount Benefit Amount --------- --------- --------- For the Six Months Ended June 30, 2000: Unrealized gains (losses) on securities available-for-sale $(115,316) $ 39,784 $ (75,532) Plus: reclassification adjustment for gains (losses) realized in net income -- -- -- --------- --------- --------- Net unrealized gains (losses) $(115,316) $ 39,784 $ (75,532) ========= ========= ========= Pre-tax (Expense) Net-of-tax Amount Benefit Amount --------- --------- --------- For the Six Months Ended June 30, 1999: Unrealized gains (losses) on securities available-for-sale $(369,233) $ 126,937 $(242,296) Plus: reclassification adjustment for gains (losses) realized in net income -- -- -- --------- --------- --------- Net unrealized gains (losses) $(369,233) $ 126,937 $(242,296) ========= ========= ========= 7 COMMUNITYCORP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 2 - Comprehensive Income -- continued Pre-tax (Expense) Net-of-tax Amount Benefit Amount --------- --------- --------- For the Three Months Ended June 30, 2000: Unrealized gains (losses) on securities available-for-sale $ 39,591 $ (13,659) $ 25,932 Plus: reclassification adjustment for gains (losses) realized in net income -- -- -- --------- --------- --------- Net unrealized gains (losses) $ 39,591 $ (13,659) $ 25,932 ========= ========= ========= Pre-tax (Expense) Net-of-tax Amount Benefit Amount --------- --------- --------- For the Three Months Ended June 30, 1999: Unrealized gains (losses) on securities available-for-sale $(273,368) $ 94,312 $(179,056) Plus: reclassification adjustment for gains (losses) realized in net income -- -- -- --------- --------- --------- Net unrealized gains (losses) $(273,368) $ 94,312 $(179,056) ========= ========= ========= Accumulated other comprehensive income consists solely of the unrealized gain on securities available for sale, net of the deferred tax effects. 8 COMMUNITYCORP Review by Independent Certified Public Accountants Tourville, Simpson and Caskey, L.L.P., the Company's independent certified public accountants, have made a limited review of the financial data as of June 30, 2000, and for the three and six month periods ended June 30, 2000 and 1999 presented in this document, in accordance with standards established by the American Institute of Certified Public Accountants. Their report furnished pursuant to Article 10 of Regulation S-X is included herein. 9 COMMUNITYCORP Report on Review by Independent Certified Public Accountants The Board of Directors Communitycorp Walterboro, South Carolina We have reviewed the accompanying condensed consolidated balance sheet of Communitycorp and subsidiary (the Company) as of June 30, 2000, the related condensed consolidated statements of income for the three and six month periods ended June 30, 2000 and 1999, the related condensed consolidated statement of changes in shareholders' equity and comprehensive income for the six month period ended June 30, 2000, and the related condensed consolidated statements of cash flows for the six month periods ended June 30, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1999, and the related consolidated statements of income, changes in shareholders' equity and comprehensive income, and cash flows for the year then ended (not presented herein); and, in our report dated March 1, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. TOURVILLE, SIMPSON AND CASKEY, L.L.P. Columbia, South Carolina August 2, 2000 10 COMMUNITYCORP Item 2. Management's Discussion and Analysis of Financial Condition The following is a discussion of the Company's financial condition as of June 30, 2000 compared to December 31, 1999, and the results of operations for the three and six months ended June 30, 2000 compared to the three and six months ended June 30, 1999. These comments should be read in conjunction with the Company's condensed consolidated financial statements and accompanying footnotes appearing in this report. Results of Operations Net Interest Income For the six months ended June 30, 2000, net interest income increased $238,891 or 13.44% over the same period in 1999. The net interest margin realized on earning assets increased from 4.17% for the six months ended June 30, 1999 to 4.53% for the same period in 2000. The interest rate spread increased by 34 basis points from 3.57% at June 30, 1999 to 3.91% at June 30, 2000. Net interest income increased from $923,067 for the quarter ending June 30, 1999 to $1,005,908 for the quarter ending June 30, 2000. This represents an increase of $82,841 or 8.97%. The net interest margin realized on earning assets increased from 4.24% for the quarter ended June 30, 1999 to 4.53% for the quarter ended June 30, 2000. The interest rate spread also increased by 26 basis points from 3.63% at June 30, 1999 to 3.89% at June 30, 2000. Provision and Allowance for Loan Losses The provision for loan losses is the charge to operating earnings that management feels is necessary to maintain the allowance for possible loan losses at an adequate level. For the six months ended June 30, 2000, the provision charged to expense was $155,000. This was $25,000 less than for the comparable period in 1999. Based on present information, management believes the allowance for loan losses is adequate at June 30, 2000 to meet presently known and inherent risks in the loan portfolio. The allowance for loan losses is 1.77% of total loans at June 30, 2000, as compared to 1.81% at June 30, 1999. Noninterest Income Noninterest income during the six months ended June 30, 2000 was $258,556, an increase of $20,553 or 8.64% from the comparable period in 1999. The increase is primarily a result of an increase in service charges from $197,539 at June 30, 1999 to $212,208 at June 30, 2000. Other income also increased $5,884, or 14.54% to $46,348 for the six months ended June 30, 2000. For the quarter ended June 30, 2000, noninterest income increased $12,858 or 10.62% over the same period in 1999. This increase is primarily due to other income, which increased 39.83% from the quarter ended June 30, 1999 to the quarter ended June 30, 2000. Service charges also increased $6,508, or 6.19%, to $111,675 for the quarter ended June 30, 2000. Noninterest Expense Total noninterest expense for the six months ended June 30, 2000 was $974,893 or 9.95% higher than the six months ended June 30, 1999. Salaries and employee benefits increased from $429,570 for the six months ended June 30, 1999 to $469,301 for the six months ended June 30, 2000. This increase is primarily attributable to annual pay raises. Other operating expenses increased $34,446 or 12.41% to $312,056 for the six months ended June 30, 2000 when compared to the same period in 1999. For the quarter ended June 30, 2000, noninterest expense increased $46,850 or 10.15% over the same period in 1999. The largest increase between the quarter ended June 30, 2000 and the quarter ended June 30, 1999 was in salaries and benefits, which increased $28,402 or 12.98%. Other operating expenses also increased from $147,815 for the six months ended June 30, 1999 to $164,291 for the six months ended June 30, 2000. Income Taxes The income tax provision for the six months ended June 30, 2000 was $369,683 as compared to $317,444 for the same period in 1999. This increase was primarily as a result of an increase in income before taxes. The effective tax rates were 32.30% and 33.47% for the six months ended June 30, 2000 and June 30, 1999, respectively. The effective tax rates were 33.17% and 34.03% for the quarter ended June 30, 2000 and June 30, 1999, respectively. 11 COMMUNITYCORP Item 2. Management's Discussion And Analysis Of Financial Condition -- continued Net Income The combination of the above factors resulted in net income for the six months ended June 30, 2000 of $774,849 as compared to $630,876 for the same period in 1999. This represents an increase of $143,973 or 22.82% over the same period in 1999. Net income for the quarter ended June 30, 2000 was $40,235, or 12.25% higher than for the same period in 1999. Assets and Liabilities During the first six months of 2000, total assets decreased $1,648,140 or 1.70% when compared to December 31, 1999. Cash and cash equivalents decreased $6,942,016 from December 31, 1999 primarily because of the reduction in federal funds sold and repurchase agreements of $4,670,000. The decrease in federal funds and repurchase agreements was offset by the growth of the loan portfolio, which increased by 8.38% or $4,999,271 to $64,662,286 at June 30, 2000 from $59,663,015 at December 31, 1999. Deposits also decreased by 5.11% or $4,439,217 from December 31, 1999 to $82,496,154. The primary reason for the decrease in deposits was due to the loss of municipal funds temporarily invested in interest-bearing accounts at the Bank. Loans The demand for loans continued to increase in the Walterboro marketplace during the first six months of 2000. Gross loans increased $4,999,271 or 8.38% during the period. Balances within the major loans receivable categories as of June 30, 2000 and December 31, 1999 are as follows: June 30, December 31, 2000 1999 ----------- ----------- Commercial and industrial $42,903,646 $40,503,621 Real estate 7,855,637 6,948,643 Consumer 13,430,727 10,946,282 Agricultural 143,804 152,013 Other, net 328,472 1,112,456 ----------- ----------- $64,662,286 $59,663,015 =========== =========== Risk Elements in the Loan Portfolio The following is a summary of risk elements in the loan portfolio: June 30, ---------------------- 2000 1999 ---------- --------- Loans: Nonaccrual loans $1,122,207 $ 763,682 Accruing loans more than 90 days past due $ 1,000 $ 4,000 Loans identified by the internal review mechanism: Criticized $ 170,721 $ 174,172 Classified $ 906,179 $ 836,221 12 COMMUNITYCORP Item 2. Management's Discussion And Analysis Of Financial Condition -- continued Risk Elements in the Loan Portfolio -- continued Activity in the Allowance for Loan Losses is as follows: June 30, ---------------------------- 2000 1999 ------------ ------------ Balance, January 1, $ 1,086,980 $ 929,482 Provision for loan losses for the period 155,000 180,000 Net loans (charged off) recovered for the period (99,941) (115,370) ------------ ------------ Balance, end of period $ 1,142,039 $ 994,112 ============ ============ Gross loans outstanding, end of period $ 64,662,286 $ 55,014,541 Allowance for loan losses to loans outstanding 1.77% 1.81% Deposits Total deposits decreased $4,439,217 or 5.11% from December 31, 1999. The largest change was a decrease in interest-bearing deposits. Interest-bearing deposits decreased $3,067,117 to $13,167,017 at June 30, 2000. This was attributable to the loss of approximately $3,000,000 in municipal funds. Expressed in percentages, noninterest-bearing deposits decreased 16.39% and interest-bearing deposits decreased 3.65%. Balances within the major deposit categories as of June 30, 2000 and December 31, 1999 are as follows: June 30, December 31, 2000 1999 ------------ ------------ Noninterest-bearing demand deposits $ 8,321,589 $ 9,952,976 Interest-bearing demand deposits 13,167,017 16,234,134 Savings deposits 20,970,741 19,238,515 Certificates of deposit 40,036,807 41,509,746 ------------ ----------- $ 82,496,154 $86,935,371 ============ =========== Liquidity Liquidity needs are met by the Company through scheduled maturities of loans and investments on the asset side and through pricing policies on the liability side for interest-bearing deposit accounts. The level of liquidity is measured by the loan-to-total funds ratio, which was at 75.73% at June 30, 2000 and 68.40% at December 31, 1999. Securities available-for-sale, which totaled $19,110,907 at June 30, 2000, serves as a ready source of liquidity. The Company also has lines of credit available with correspondent banks to purchase federal funds. At June 30, 2000, unused lines of credit totaled $2,500,000. Capital Resources Total shareholders' equity increased from $8,804,739 at December 31, 1999 to $8,988,779 at June 30, 2000. The increase of $184,040 is attributable to earnings for the period of $774,849 before the payment of $141,597 in dividends. Equity was negatively affected by the change in fair value of securities available-for-sale of $75,532, and the purchase of treasury stock of $373,680. 13 COMMUNITYCORP Item 2. Management's Discussion And Analysis Of Financial Condition -- continued Capital Resources -- continued Bank holding companies, such as the Company, and their banking subsidiaries are required by banking regulators to meet certain minimum levels of capital adequacy, which are expressed in the form of certain ratios. Capital is separated into Tier 1 capital (essentially common shareholders' equity less intangible assets) and Tier 2 capital (essentially the allowance for loan losses limited to 1.25% of risk-weighted assets). The first two ratios, which are based on the degree of credit risk in the Company's assets, provide the weighting of assets based on assigned risk factors and include off-balance sheet items such as loan commitments and stand-by letters of credit. The ratio of Tier 1 capital to risk-weighted assets must be at least 4.0% and the ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets must be at least 8.0%. The capital leverage ratio supplements the risk-based capital guidelines. Banks and bank holding companies are required to maintain a minimum ratio of Tier 1 capital to adjusted quarterly average total assets of 3.0%. The following table summarizes the Company's risk-based capital at June 30, 2000: Shareholders' equity $ 9,359,430 Less: intangibles 2,316 ----------- Tier 1 capital 9,357,114 Plus: allowance for loan losses (1) 879,193 ----------- Total capital $10,236,307 =========== Risk-weighted assets $70,072,629 =========== Risk based capital ratios Tier 1 capital (to risk-weighted assets) 13.30% Total capital (to risk-weighted assets) 14.55% Tier 1 capital (to total average assets) 9.81% (1) limited to 1.25% of risk-weighted assets Regulatory Matters The management of the Company is not aware of any current recommendations by regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources or operations. 14 COMMUNITYCORP PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders On April 18, 2000, the Company held its Annual Meeting of Shareholders for the purpose of (a) electing three directors for three-year terms, and (b) ratifying the appointment of Tourville, Simpson and Caskey, L.L.P., as the Company's independent auditors for the fiscal year ending December 31, 2000. The nominees for director received the number of affirmative votes of shareholders required for such nominee's election in accordance with the Bylaws of the Company with 198,151 shareholders voting for the nominees out of a total 300,000 outstanding shareholders. There were no abstention votes. Tourville, Simpson and Caskey, L.L.P. also received the requisite number of affirmative votes required for approval pursuant to the Bylaws of the Company. Of the 300,000 outstanding shareholders of the Company, 198,151 shareholders voted for their selection as independent auditors. There were no abstention or no votes against their selection as auditors. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended June 30, 2000. Items 1, 2, 3, and 5 are not applicable. 15 COMMUNITYCORP SIGNATURE 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. COMMUNITYCORP By: /s/ W. ROGER CROOK ----------------------------------- W. Roger Crook President & Chief Executive Officer Date: August 8, 2000 By: /s/ GWEN P. BUNTON ----------------------------------- Gwen P. Bunton Chief Financial Officer