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EXHIBIT 99.1
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
FINANCIAL STATEMENTS
Statements of Net Assets Available For Benefits
December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available For Benefits
For the Year Ended December 31 ,1996 and 1995 . . . . . . . . . . . . . . . . . 3
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SUPPLEMENTARY INFORMATION
Schedule of Assets Held For Investment Purposes . . . . . . . . . . . . . . . . 8
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[VAVRINEK, TRINE, DAY & CO. LETTERHEAD]
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, 1996 and 1995, 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, 1996 and 1995, 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.
VAVRINEK, TRINE, DAY & CO.
Rancho Cucamonga, California
March 26, 1996
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
1996 1995
---------- ----------
ASSETS
INVESTMENTS AT FAIR MARKET VALUE
Mutual funds $ 876,302 $ 559,167
Foothill Independent Bank stock 1,064,272 529,913
Money market funds 176,267 141,547
Loan funds 24,835 2,208
Total Investments (Note #3) ---------- ----------
2,141,676 1,232,835
CASH 289 64
RECEIVABLES (Note #4) 18,648 19,471
---------- ----------
Total Assets 2,160,613 1,252,370
LIABILITIES
Benefits payable (Note #5) 45,123 7,921
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $2,115,490 $1,244,449
========== ==========
The accompanying notes are an integral part of these financial statements.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND 1995
1996 1995
---------- ----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Net unrealized appreciation in fair
value of assets $ 321,484 $ 26,357
Interest 8,096 11,364
Dividends 97,180 77,045
Realized gain on sale of assets 13,172 16,986
Other income 41,732 1,185
---------- ----------
Total Investment Income 481,664 132,937
---------- ----------
Contributions
Employee 444,768 432,526
Employer 137,763 134,160
---------- ----------
Total Contributions 582,531 566,686
---------- ----------
Total Additions to Net Assets 1,064,195 699,623
DEDUCTION FROM NET ASSETS ATTRIBUTED TO
Benefits paid directly to participants (193,154) (235,955)
---------- ----------
NET INCREASE IN NET ASSETS 871,041 463,668
NET ASSETS AVAILABLE FOR BENEFITS,
Beginning of year 1,244,449 780,781
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
End of year $2,115,490 $1,244,449
========== ==========
The accompanying notes are an integral part of these financial statements.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE #1 - DESCRIPTION OF PLAN
The following description of the Foothill Independent Bank Partners In Your
Future 401(K) Profit Sharing 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 10
percent of their annual wages before bonuses and overtime.
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 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.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE #1 - DESCRIPTION OF PLAN, Continued
E. Payment of Benefits
-------------------
On termination of service, a participant may receive a lump-sum amount
equal to the value of his or her account or may roll-over the value of
his or her account to another plan.
F. Loans to Participants
---------------------
Participants may apply for a loan of up to one-half of total prior
contributions. The loans are secured by the accounts of the
participant. The loans are available to all participants and bear a
reasonable rate of interest.
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Assets
- -------------------
If available, quoted market prices are used to value investments. Many factors
are considered in arriving at fair value. Mutual funds are valued based upon
the market unit value of the fund as a whole and not on individual investments
of the fund.
Tax Status
- ----------
The Trust established under the Plan to hold the Plan's assets is qualified
under the appropriate section of the Internal Revenue Code. 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.
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.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE #3 - INVESTMENTS
The Plan's investments are held by a bank administered trust fund. The
following table presents the fair values of investments. Investments that
represent five percent or more of the Plan's net assets are separately
identified.
December 31, 1996 December 31, 1995
----------------------- -----------------------
Cost Basis Fair Value Cost Basis Fair Value
---------- ---------- ---------- ----------
Fair Value of Investments
Mutual funds
Growth equity fund $ 325,590 $ 373,010 $ 189,870 $ 214,727
Intermediate term
bond fund 155,256 154,868 92,181 95,544
Balanced fund 308,001 348,424 221,211 248,896
Foothill Independent
Bank stock 802,999 1,064,272 559,461 529,913
Money market funds 176,267 176,267 141,547 141,547
Loan funds 24,835 24,835 2,208 2,208
---------- ---------- ---------- ----------
Total Investments $1,792,948 $2,141,676 $1,206,478 $1,232,835
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During 1996 and 1995, the Plan's investments (including investments bought,
sold and held during the year) appreciated in value by $321,484 and $26,357
during 1996 and 1995, respectively, as follows:
1996 1995
-------- --------
Net Change in Fair Value
Mutual funds $ 38,627 $ 55,905
Foothill Independent Bank stock 282,857 (29,548)
-------- --------
Net Change in Fair Value $321,484 $ 26,357
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NOTE #4 - RECEIVABLES
Receivables at December 31, consist of the following:
1996 1995
------- -------
Contributions
Employer $ 4,560 $ 5,437
Employee 14,088 14,034
------- -------
Total Receivables $18,648 $19,471
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE #5 - PENDING BENEFITS PAYABLE
As of December 31, payments to participants who have withdrawn from the Plan,
but have not yet been paid totaled $45,123 and $7,921 for 1996 and 1995,
respectively.
NOTE #6 - 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% vested in their accounts.
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SUPPLEMENTARY INFORMATION
=========================
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
FORM 5500 - SCHEDULE G
Identity of Issue, Borrower, Current
Lessor or Similar Party Description of Investment Cost Value
- ---------------------------- ------------------------- ---------- ----------
Foothill Independent Bank Common stock 92545 shares $ 802,999 $1,064,272
Union Bank Money Market Fund Money market funds
176267 units 176,267 176,267
Union Bank Intermediate Term
Bond Fund Mutual funds 15913 units 155,256 154,868
Union Bank Balanced Fund Mutual funds 23767 units 308,001 348,424
Union Bank Growth Equity
Fund Mutual funds 19287 units 325,590 373,010
Participant Loans Various loans at 8.25%
to 10.43% interest 24,835 24,835
---------- ----------
$1,792,948 $2,141,676
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