1
EXHIBIT 99.1
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
================================================
FINANCIAL STATEMENTS
and
SUPPLEMENTARY INFORMATION
DECEMBER 31, 1999 AND 1998
with
INDEPENDENT AUDITORS' REPORT
================================================
2
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT..................................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits
December 31, 1999 ........................................................2
Statements of Net Assets Available for Benefits
December 31, 1998.........................................................3
Statements of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999 and 1998.............................4
Notes to Financial Statements.............................................5
SUPPLEMENTARY INFORMATION
Schedule of Assets Held for Investment Purposes...........................9
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, 1999 and 1998, 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, 1999 and 1998, 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.
Rancho Cucamonga, California
April 11, 2000
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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, 1999
-----------------------------------------------------
Foothill Highmark
Independent Highmark Highmark Intermediate-
Bank Growth Balanced Term
Stock Fund Fund Bond Fund
----------- -------- -------- -------------
ASSETS
CASH
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock $2,240,055
Mutual funds $904,272 $579,110 $181,441
Money market funds
Loans to participants
---------- -------- -------- --------
2,240,055 904,272 579,110 181,441
---------- -------- -------- --------
RECEIVABLES (Note #4)
Employer's contribution
Participants' contribution
---------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,240,055 $904,272 $579,110 $181,441
========== ======== ======== ========
December 31, 1999
------------------------------------
Highmark
Diversified
Money
Market Fund Other Total
----------- -------- ----------
ASSETS
CASH $ 183 $ 183
-------- ----------
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock 2,240,055
Mutual funds 1,664,823
Money market funds $278,365 278,365
Loans to participants 144,187 144,187
-------- -------- ----------
278,365 144,187 4,327,430
-------- -------- ----------
RECEIVABLES (Note #4)
Employer's contribution 10,240 10,240
Participants' contribution 15,242 15,242
-------- -------- ----------
25,482 25,482
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $278,365 $169,852 $4,353,095
======== ======== ==========
- ----------------
* Nonparticipant-directed
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 NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998
-----------------------------------------------------
Foothill Highmark
Independent Highmark Highmark Intermediate-
Bank Growth Balanced Term
Stock Fund Fund Bond Fund
----------- -------- -------- -------------
ASSETS
CASH
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock $2,492,227
Mutual funds $755,427 $537,582 $199,100
Money market funds
Loans to participants
---------- -------- -------- --------
2,492,227 755,427 537,582 199,100
---------- -------- -------- --------
RECEIVABLES (Note #4)
Employer's contribution
Participants' contribution
---------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,492,227 $755,427 $537,582 $199,100
========== ======== ======== ========
December 31, 1998
------------------------------------
Highmark
Diversified
Money
Market Fund Other Total
----------- -------- ----------
ASSETS
CASH $ 33,830 $ 33,830
-------- ----------
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock 2,492,227
Mutual funds 1,492,109
Money market funds $205,450 205,450
Loans to participants 97,799 97,799
-------- -------- ----------
205,450 97,799 4,287,585
-------- -------- ----------
RECEIVABLES (Note #4)
Employer's contribution 24,114 24,114
Participants' contribution 14,997 14,997
-------- -------- ----------
39,111 39,111
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $205,450 $170,740 $4,360,526
======== ======== ==========
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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, 1999 AND 1998
1999
------------------------------------------------------------------------------
Foothill Highmark Highmark
Independent Highmark Highmark Intermediate Diversified
Bank Growth Balanced Term Money
Stock Fund Fund Bond Fund Market Fund Other
----------- -------- -------- ------------ ------------ ----------
ADDITIONS
Additions to net assets
attributed to:
Investment income
Net appreciation in fair
value of instruments $ 72,823
Gain on sale of investments 13,658 $ 1,629
Interest $ 1,826 2,279 1,890 $ 1,057 $ 14,302
Dividends 55,305 15,061 10,821
Other 75,926 45,996 7 $ 66,590
---------- -------- -------- --------- -------- --------
57,131 164,686 64,576 11,885 14,302 66,590
CONTRIBUTIONS
Employer's 297,670 1,789 (13,873)
Participants' 149,258 123,850 92,276 31,383 30,534 245
Participants' rollovers 4,895 38,803 33,131 2,782 25,649
---------- -------- -------- --------- -------- --------
451,823 162,653 125,407 34,165 57,972 (13,628)
---------- -------- -------- --------- -------- --------
Total Additions 508,954 327,339 189,983 46,050 72,274 52,962
---------- -------- -------- --------- -------- --------
DEDUCTIONS
Deductions from net assets
attributed to:
Net depreciation in fair
value of instruments 293,554 32,054 9,901
Loss on sale of investments 60,278 1,772
Benefits paid to participants 249,263 152,383 94,505 20,236 21,217 20,223
Forfeitures 16,306 1,112 1,113 1,993
Other distributions 164,425 21,875 11,587 8,456 22,740
---------- --------- -------- --------- -------- --------
Total Deductions 783,826 175,370 139,259 42,358 43,957 20,223
---------- -------- -------- --------- -------- --------
Net increase prior to interfund
transfers (274,872) 151,969 50,724 3,692 28,317 32,739
Interfund transfers 22,700 (3,124) (9,196) (21,351) 44,598 (33,627)
---------- -------- -------- --------- -------- --------
Increase (Decrease) in net assets (252,172) 148,845 41,528 (17,659) 72,915 (888)
---------- -------- -------- --------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 2,492,227 755,427 537,582 199,100 205,450 170,740
---------- -------- -------- -------- -------- --------
End of year $2,240,055 $904,272 $579,110 $181,441 $278,365 $169,852
========== ======== ======== ======== ======== ========
1999 1998
---------- ----------
Total
----------
ADDITIONS
Additions to net assets
attributed to:
Investment income
Net appreciation in fair
value of instruments $ 72,823 $ (122,877)
Gain on sale of investments 15,287
Interest 21,354 17,063
Dividends 81,187 348,591
Other 188,519 74,349
---------- ----------
379,170 317,126
CONTRIBUTIONS
Employer's 285,586 289,946
Participants' 427,546 442,474
Participants' rollovers 105,260 45,720
---------- ----------
818,392 778,140
---------- ----------
Total Additions 1,197,562 1,095,266
---------- ----------
DEDUCTIONS
Deductions from net assets
attributed to:
Net depreciation in fair
value of instruments 335,509
Loss on sale of investments 62,050
Benefits paid to participants 557,827 313,025
Forfeitures 20,524 11,764
Other distributions 229,083 21,184
---------- ----------
Total Deductions 1,204,993 345,973
---------- ----------
Net increase prior to interfund
transfers (7,431) 749,293
Interfund transfers 0
---------- ----------
Increase (Decrease) in net assets (7,431) 749,293
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 4,360,526 3,611,233
---------- ----------
End of year $4,353,095 $4,360,526
========== ==========
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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% of
their annual wages before bonuses and overtime, not to exceed a limit set by
law. The limit for 1999 was $10,000. FIB's matching contribution is in the
form of FIB stock.
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.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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. The loans are
available to all participants and bear a reasonable rate of interest.
G. Forfeited Accounts
At December 31, 1999, forfeited non-vested accounts totaled $20,524. 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 Company stock is
valued at its quoted market price. 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.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
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, 1999, investments were made up of the following:
Net
Current Appreciation
Cost Value (Depreciation)
----------- ---------- -------------
Foothill Independent Bank Stock $ 2,125,656 $2,240,055 $114,399
Mutual Funds 1,478,728 1,664,823 186,095
Money Market Funds 278,365 278,365 --
Loans to Participants 144,187 144,187
----------- ---------- --------
Total $ 3,882,749 $4,327,430 $444,681
=========== ========== ========
Unrealized appreciation recognized during the year was $72,823, and unrealized
depreciation in fair value was $335,509. Realized gain on sale of investments
was $15,287, and realized loss on sale of investments was $62,050.
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FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE #4 - RECEIVABLES
Receivables at December 31, consist of the following:
1999 1998
------- -------
Contributions
Employer $10,240 $24,114
Participants 15,242 14,997
------- -------
Total Receivables $25,482 $39,111
======= =======
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 $411,891 and $227,733 at December 31, 1999
and 1998, 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 $19,447 and $8,119 with related interest earnings of
$1,077, and $3,645 for the years ended December 31, 1999 and 1998, respectively.
NOTE #7 - CONTINGENCIES
The Plan's Discrimination Testing has not yet been completed for the year ended
December 31, 1999. Should the results of this test determine the plans 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% vested in their accounts.
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=========================
SUPPLEMENTARY INFORMATION
=========================
12
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401 (K) PROFIT SHARING PLAN
PLAN NUMBER 1
E.I.N. 95-2789830
FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE G
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT YEAR END, FORM 5500, LINE 27A
(a) (b) (c) (d) (e)
- --- --- --- --- ---
Description of Investment including
Identity of Issue, Borrower, maturity date, rate of interest, Current
Lessor or Similar Party collateral, par or maturity value Cost Value
- ----------------------------------- ----------------------------------- ---------- ----------
Foothill Independent Bank Foothill Independent Bank Stock $2,125,656 $2,240,055
HighMark Capital Management Highmark Money Market Fund 278,365 278,365
HighMark Capital Management Highmark Growth Equity Fund 739,890 904,272
HighMark Capital Management Highmark Balanced Fund 550,012 579,110
HighMark Capital Management Highmark Intermediate Term
Bond Fund 188,826 181,441
Participant Loans Various loans at 8.25% to
10.43% interest -- 144,187
---------- ----------
$3,882,749 $4,327,430
========== ==========