UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 11-K
 
 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2018
 
[   ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from_____________ to ______________
 
Commission File Number - 333-133631
 
 
A.
 
Full title of the plan and the address of the plan:
 
 
 
COMMUNITY BANCORP & DESIGNATED SUBSIDIARIES RETIREMENT SAVINGS PLAN
 
Physical Location:
 
4811 U.S. Rte. 5
 
Derby, Vermont  05829
 
 
 
Mailing Address:
 
4811 U.S. Rte. 5
 
Newport, Vermont  05855
 
 
 
B.
 
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
 
 
COMMUNITY BANCORP.
 
4811 U.S. Rte. 5
 
Derby, Vermont  05829
 
 
 
REQUIRED INFORMATION
 
The Community Bancorp and Designated Subsidiaries Retirement Savings Plan is an ERISA plan with more than 100 participants. Required financial statements filed with this report:
 
Financial Report for plan year ended December 31, 2018.
 
 
 
 
 
 
 
 
COMMUNITY BANCORP & DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN
 
 
FINANCIAL STATEMENTS
 
and
 
SUPPLEMENTAL INFORMATION
 
December 31, 2018 and 2017
 
With Report of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 
Plan Administrator and Audit Committee of the Board of Directors
Community Bancorp & Designated Subsidiaries Retirement Savings Plan
 
 
Opinion on the Financial Statements
 
We have audited the accompanying statements of net assets available for benefits of Community Bancorp & Designated Subsidiaries Retirement Savings Plan (the Plan) as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
 
 
Supplemental Information
 
The supplemental schedule of assets (held at end-of-year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
 
 
 
 
 
We have served as the Plan’s auditor since 2003.
 
Portland, Maine
June 28, 2019
VT Reg. No. 92-0000278
 
 
 
 
 COMMUNITY BANCORP & DESIGNATED 
 SUBSIDIARIES RETIREMENT SAVINGS PLAN 
 
   
   
 Statements of Net Assets Available for Benefits 
 
   
   
 
   
   
December 31,
 2018 
 2017 
 
   
   
Assets
   
   
  Investments, at fair value
   
   
    Money market assets
 $969,215 
 $1,194,186 
    Marketable equity securities
  7,976,183 
  8,640,314 
    Mutual funds
  14,990,150 
  15,080,148 
 
    
    
      Total investments
  23,935,548 
  24,914,648 
 
    
    
  Receivables
    
    
    Employer contributions
  422,910 
  428,297 
    Participant contributions
  - 
  20,040 
    Participant loans
  514,406 
  529,329 
    Accrued interest and dividends
  2,291 
  1,402 
 
    
    
      Total receivables
  939,607 
  979,068 
 
    
    
      Net assets available for benefits
 $24,875,155 
 $25,893,716 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 COMMUNITY BANCORP & DESIGNATED 
 SUBSIDIARIES RETIREMENT SAVINGS PLAN 
 
   
 Statement of Changes in Net Assets Available for Benefits 
 
   
 Year Ended December 31, 2018 
 
   
 
   
Increase in net assets attributed to:
   
  Investment and participant loan income
   
    Interest and dividends from investments and participant loans
 $1,522,509 
 
    
 
    
  Contributions
    
    Employer’s
  562,571 
    Participants’
  481,536 
 
  1,044,107 
 
    
          Total additions
  2,566,616 
 
    
Deductions from net assets attributed to:
    
  Net depreciation in fair value of investments
  2,932,935 
  Benefits paid to participants
  649,942 
  Administrative expenses
  2,300 
 
    
          Total deductions
  3,585,177 
 
    
          Decrease in net assets available for benefits
  (1,018,561)
 
    
Net assets available for benefits
    
 
    
          Beginning of year
  25,893,716 
 
    
          End of year
 $24,875,155 
 
    
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
COMMUNITY BANCORP & DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
December 31, 2018 and 2017
 
 
Note 1. Description of Plan
 
The following description of the Community Bancorp & Designated Subsidiaries Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
 
General
 
The Plan is a defined contribution plan covering all employees of the sponsor, Community National Bank (the Bank), a subsidiary of Community Bancorp. (the Company), who have attained age 21 and have completed one year of service. Effective January 1, 2008, the Plan recognized years of service with LyndonBank and affiliated employers for purposes of eligibility and computing vesting. Under the provisions of the Plan, investment activity is directed by individual participants. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
Contributions
 
Participants may contribute up to the maximum amount allowed by the Internal Revenue Code (IRC). The Bank makes matching contributions equal to 50% of the participant’s contributions, with such contributions limited to 5% of annual eligible compensation. The Bank may also make additional discretionary contributions. Contributions are subject to certain limitations. After tax or ROTH contributions are accepted by the Plan.
 
Forfeiture Accounts
 
There were no unallocated forfeitures as of December 31, 2018 and 2017. Forfeitures may be used to reduce future employer contributions. During 2018 and 2017, $2,500 and $8,666, respectively, of forfeitures was used to reduce the Bank’s contribution.
 
Note 2. Summary of Accounting Policies
 
Participant Loans
 
Loans to participants are reported at their unpaid principal balances plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan documents.
 
Effective January 1, 2016, all new loans made after January 1, 2016 will come due upon termination of employment.
 
Investment Valuation
 
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. 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. Actual results could differ from those estimates.
 
 
 
 
COMMUNITY BANCORP & DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
December 31, 2018 and 2017
 
 
Payment of Benefits
 
Benefits are recorded when paid.
 
Administrative Expenses
 
All reasonable expenses of administration may be paid out of Plan assets unless paid by the Bank.
 
Note 3. Fair Value Measurement
 
Fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority, and Level 3 inputs have the lowest priority. The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. When available, the Plan measures fair value using Level 1 inputs because they generally provide the most reliable evidence of fair value. No Level 2 or Level 3 inputs were used at December 31, 2018 and 2017.
 
Level 1 Fair Value Measurement
 
Money market assets are valued at the net asset value of shares held by the Plan at year end. The fair value of marketable equity securities is based on the closing price reported on the active market where the individual securities are traded. The fair value of mutual funds is based on quoted net asset values of the shares held by the Plan at year end.
 
The Plan’s investments are reported at fair value on a recurring basis in the accompanying statements of net assets available for benefits. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
 
 Fair value measurements as of December 31, 2018 and 2017 were as follows: 
   
 
 Level 1 
 
   
   
 
 2018 
 2017 
 
   
   
Money market assets
 $969,215 
 $1,194,186 
 
    
    
Marketable equity securities
  7,976,183 
  8,640,314 
 
    
    
Mutual funds
  14,990,150 
  15,080,148 
 
    
    
Total assets at fair value
 $23,935,548 
 $24,914,648 
 
 
 
 
 
COMMUNITY BANCORP & DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN
 
Notes to Financial Statements
December 31, 2018 and 2017
 
 
Note 4. Tax Status
 
The Plan is part of a prototype plan designated by Future Planning Associates, Inc., the record keeper of the Plan. The Internal Revenue Service has determined and informed the record keeper by a letter dated March 31, 2014 that the prototype plan is designed in accordance with the applicable sections of the IRC. The Plan has been amended since receiving the opinion letter. However, the plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.
 
Note 5. Plan Termination
 
Although it has not expressed any intention to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.
 
Note 6. Party-In-Interest Transactions
 
Community Financial Services Group, LLC is the Plan’s custodian. The Bank has a one-third ownership interest in Community Financial Services Group, LLC. There were no fees paid to the custodian by the Plan for investment management services for the year ended December 31, 2018.
 
The Plan allows for participant contributions to be invested in common stock of the Company. At December 31, 2018 and 2017, the Plan held 483,405 and 467,044 shares of Company common stock, respectively, valued at $7,976,183 and $8,640,314, respectively.
 
There were no party-in-interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption.
 
Note 7. Risks and Uncertainties
 
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
Note 8. Subsequent Events
 
For purposes of accrual or disclosure in these financial statements, the Company has evaluated subsequent events through the date of issuance of these financial statements.
 
 
 
Schedule 1
COMMUNITY BANCORP & DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN
 
Schedule H, Line 4i – Schedule of Assets (Held at End-of-Year)
 
Required for IRS Form 5500
EIN #03-0288082
Plan #002
 
December 31, 2018
 
 
 
 
(c)
 
 
 
(b)
Description of Investment
 
 
 
Identity of Issue,
Including Maturity Date,
 
(e)
 
Borrower, Lessor,
Rate of Interest, Collateral,
(d)
Current
(a)
or Similar Party
Par or Maturity Value
Cost
Value
 
 
 
 
 
 
Fidelity Money Market Fund
Money Market
**
$   952,579
 
Federated Government Obligations Fund
Money Market
**
16,636
 
American Balanced Fund
Mutual Fund
**
3,850,398
 
Dodge & Cox Balanced Fund
Mutual Fund
**
818,732
 
Growth Fund of America, Inc.
Mutual Fund
**
2,928,204
 
T. Rowe Price Equity Income Fund
Mutual Fund
**
1,297,122
 
Royce Premier Investment Fund
Mutual Fund
**
1,222,535
 
Vanguard Total Stock Market Index Fund
Mutual Fund
**
3,394,433
 
Vanguard Short Term Bond Index Fund
Mutual Fund
**
271,947
 
EuroPacific Growth Fund
Mutual Fund
**
1,206,779
*
Community Bancorp.
Common Stock
**
7,976,183
 
 
 
 
 
 
     Investments at fair value
 
 
23,935,548
 
 
 
 
 
*
Participant loans
3.28% - 5.50%,
 
 
 
 
various maturities
-
514,406
 
 
 
 
 
 
 
 
 
$24,449,954
 
 
 
 
 
*
Indicates a party-in-interest to the Plan.
 
 
 
**
Participant directed investments, information not required.
 
 
 
 
 
 
 
SIGNATURES
 
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrators have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
COMMUNITY BANCORP & DESIGNATED SUBSIDIARIES
RETIREMENT SAVINGS PLAN
 
 
 
DATE:  June 28, 2019
 
/s/ Kathryn M. Austin                                  
 
 
Kathryn M. Austin, President & Chief
 
 
Executive Officer, Community Bancorp.
 
 
(Plan Administrator)
 
 
 
 
 
 
 
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 20549
 
FORM 11-K
 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
COMMUNITY BANCORP.
 
EXHIBITS
 
EXHIBIT INDEX
 
 
Exhibit 23