11-K 1 a73910e11-k.txt FORM 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the transition period from ____________ to ____________ Commission file number 0-11337 ---------------- A. Full title of Plan and address of Plan, if different from that of the issuer named below: FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: Foothill Independent Bancorp 510 South Grand Avenue, Glendora, California 91741 2 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN DECEMBER 31, 2000 AND 1999 TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT...................................................3 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits December 31, 2000 and 1999.................................................4 Statements of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2000 and 1999..............................5 Notes to Financial Statements..............................................6 SUPPLEMENTARY INFORMATION Schedule of Assets Held for Investment Purposes...........................10 SIGNATURES...................................................................S-1 EXHIBITS Exhibit Index...........................................................E-1 Exhibit 23.1 -- Consent of Independent Public Accountants 2 3 INDEPENDENT AUDITORS' REPORT Foothill Independent Bank Partners In Your Future 401(k) Profit Sharing Plan Glendora, California We have audited the accompanying statements of net assets available for benefits of the Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these 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 misstatements. 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 net assets available for benefits of the Foothill Independent Bank Partners In Your Future 401(k) Profit Sharing Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ VAVRINEK, TRINE, DAY & CO., LLP Rancho Cucamonga, California March 19, 2001 -3- 4 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31,
2000 1999 ---------- ---------- ASSETS INVESTMENTS AT FAIR VALUE (Note #3) Shares of registered investment companies: Foothill Independent Bancorp stock* $2,235,588 $2,240,055 Mutual funds 1,694,350 1,664,823 Money market funds 278,365 Loans to participants 100,978 144,187 ---------- ---------- 4,030,916 4,327,430 ---------- ---------- RECEIVABLES (Note #4) Employer's contribution 9,613 10,240 Participants' contribution 14,215 15,242 ---------- ---------- 23,828 25,482 ---------- ---------- CASH* 22,851 183 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,077,595 $4,353,095 ========== ==========
* Nonparticipant-directed -4- 5 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31,
2000 1999 ----------- ----------- ADDITIONS Additions to net assets attributed to: Investment Income Interest $ 132,172 $ 21,354 Dividends 61,474 81,187 Other 20 188,519 ----------- ----------- 193,666 291,060 ----------- ----------- Contributions Employer 318,469 285,586 Participant 419,700 427,546 Participants' rollovers 607 105,260 ----------- ----------- 738,776 818,392 ----------- ----------- Total Additions 932,442 1,109,452 ----------- ----------- DEDUCTIONS Deductions from net assets attributed to: Net depreciation in fair value of instruments 390,221 309,449 Benefits paid to participants 795,135 557,827 Return of excess contributions 19,051 20,524 Other distributions 3,535 229,083 ----------- ----------- Total Deductions 1,207,942 1,116,883 ----------- ----------- Net decrease in net assets (275,500) (7,431) NET ASSETS AVAILABLE FOR BENEFITS Beginning of the Year 4,353,095 4,360,526 ----------- ----------- End of Year $ 4,077,595 $ 4,353,095 =========== ===========
The accompanying notes are an integral part of these financial statements. -5- 6 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, NOTE #1 - DESCRIPTION OF PLAN The following description of the Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. A. General The Plan is a defined contribution plan covering all full-time employees of Foothill Independent Bank (FIB). There is no age or service requirement. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). FIB adopted the Plan effective January 1, 1994. B. Contributions Each year, FIB contributes to the Plan matching contributions equal to a discretionary percentage, to be determined by the Employer, of the participant's salary reductions. Participants may contribute up to 15 percent of their annual wages before bonuses and overtime, not to exceed a limit set by law. The limit for 2000 was $10,500. FIB's matching contribution is in the form of shares of common stock of Foothill Independent Bancorp, a California corporation that owns all of the outstanding stock of FIB ("Foothill Bancorp"). Eligible employees may contribute amounts representing distributions from other qualified plans, as long as they meet the requirements for rollover. C. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of (a) the FIB contributions, and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. D. Vesting Participants are vested in FIB contributions according to the following schedule: Year of Service Percentage ------- ---------- 1 Year 25% 2 Years 50% 3 Years 100% Employee contributions, deferrals and rollovers are immediately 100% vested. No vested benefit may be forfeited. -6- 7 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, NOTE #1 - DESCRIPTION OF PLAN, Continued E. Payment of Benefits On termination of service, a participant may elect to receive a lump-sum amount equal to the value of the participant's vested interest in his or her account. Participants with vested balances greater than $3,500 may opt to leave the balance with the Plan. F. Loans to Participants Participants may apply for a loan of up to one-half total contributions. The loans are secured by the accounts of the participant and are for a fixed term requiring regular payments. The loans are available to all participants and bear a reasonable rate of interest. G. Forfeited Accounts At December 31, 2000, forfeited non-vested accounts totaled $14,066. These accounts will be used to reduce future employer contributions. NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Basis of Accounting The financial statements of the Plan are prepared using the accrual method of accounting. B. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. C. Valuation of Assets The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The shares of common stock of Foothill Bancorp are valued at their quoted market price per share. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the date received. -7- 8 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued D. Tax Status The Trust established by the Plan to hold the Plan's assets is qualified Internal Revenue Code Section 410(b). Accordingly, the Plan's net investment income is exempt from income taxes. The Plan has received a favorable tax determination letter from the Internal Revenue Service and the Plan sponsor believes that the Plan continues to qualify and operate as designed. E. Administration of Plan Assets Contributions made by FIB and its employees are held and managed by a Trustee, which invests the cash received, interest and dividends in accordance with participant's instructions. Distributions to participants are made by the Trustee. The Trustee also administers the payment of principal and interest on participant loans. Certain administrative functions are performed by officers or employees of FIB. No such officer or employee receives additional compensation from the Plan. The administrative and Trustee fees associated with the Plan are paid by FIB and not from the Plan assets. NOTE #3 - INVESTMENTS Investments are valued at fair value base upon quoted market prices at year-end. At December 31, 2000, investments were made up of the following:
Net Current Appreciation Cost Value (Depreciation) ---------- ---------- --------- Foothill Independent Bancorp Stock $1,901,763 $2,235,588 $ 333,825 Mutual Funds 1,878,517 1,694,350 (184,167) Loans to Participants 100,978 100,978 ---------- ---------- --------- Total $3,881,258 $4,030,916 $ 149,658 ========== ========== =========
-8- 9 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, NOTE #4 - RECEIVABLES Receivables at December 31, consist of the following: 2000 1999 ------- ------- Contributions Employer $ 9,613 $10,240 Participants 14,215 15,242 ------- ------- Total Receivables $23,828 $25,482 ======= ======= NOTE #5 - PENDING BENEFITS PAYABLE Payments to participants who have withdrawn from the Plan, but have not yet been paid, totaled $701,952 and $411,891 at December 31, 2000 and 1999, respectively. Benefits payable to withdrawn participants are included in the total Net Assets Available for Benefits. NOTE #6 - EXCESS CONTRIBUTIONS During the year, excess contributions were returned to certain participants. These amounts totaled $19,051 and $20,524 for the years ended December 31, 2000 and 1999, respectively. NOTE #7 - CONTINGENCIES The Plan's Discrimination Testing has not yet been completed for the year ended December 31, 2000. Should the results of this test determine the Plan is top-heavy, contributions may be returned to certain participants. Any effect of this testing has been determined to be immaterial to these financial statements and will be accounted for in the current year. NOTE #8 - TERMINATION OF PLAN Although it has not expressed any intent to do so, FIB has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. -9- 10 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2000 SUPPLEMENTARY INFORMATION FORM 5500 - SCHEDULE G
Description of Investment Identity of Issuer, Borrower, including maturity date, rate of interest, Current Lessor or Similar Party collateral, par or maturity value Cost Value ----------------------------- ------------------------------------------ ---------- ---------- Foothill Independent Bancorp Foothill Independent Bancorp Stock $1,901,763 $2,235,588 Morely Stable Value Mutual Fund 239,370 242,618 Dreyfus Premier Bond Mutual Fund 187,650 190,784 Columbia Balanced Mutual Fund 563,158 523,179 Dreyfus S & P 500 Mutual Fund 7,669 7,671 Davis NY Venture Mutual Fund 115 118 Gabelli Growth Mutual Fund 879,264 728,731 Invesco Dynamics Mutual Fund 388 378 Royce Opportunity Mutual Fund 258 262 Artisan International Mutual Fund 189 195 Invesco Technology Mutual Fund 457 414 Participant Loans 8.25% to 10.43% interest 100,978 ---------- ---------- $3,780,281 $4,030,916 ========== ==========
There were no transactions in excess of 5 percent of investment category. -10- 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Plan have duly caused this Annual Report to be signed on its behalf of the undersigned hereunto duly authorized. FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Date: July 2, 2001 /s/ DONNA MILTENBERGER --------------------------- Donna Miltenberger Date: July 2, 2001 /s/ CINDY VRACIN --------------------------- Cindy Vracin S-1 12 INDEX TO EXHIBITS Sequential Exhibit No. Description Page No. ----------- ----------------------------------------- ---------- Exhibit 23.1 Consent of Independent Public Accountants 13 E-1