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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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
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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
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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
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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 YEARS ENDED DECEMBER 31,
2000 1999
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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
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4,030,916 4,327,430
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RECEIVABLES (Note #4)
Employer's contribution 9,613 10,240
Participants' contribution 14,215 15,242
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23,828 25,482
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CASH* 22,851 183
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NET ASSETS AVAILABLE FOR BENEFITS $4,077,595 $4,353,095
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* Nonparticipant-directed
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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 YEARS ENDED DECEMBER 31,
2000 1999
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ADDITIONS
Additions to net assets attributed to:
Investment Income
Interest $ 132,172 $ 21,354
Dividends 61,474 81,187
Other 20 188,519
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193,666 291,060
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Contributions
Employer 318,469 285,586
Participant 419,700 427,546
Participants' rollovers 607 105,260
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738,776 818,392
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Total Additions 932,442 1,109,452
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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
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Total Deductions 1,207,942 1,116,883
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Net decrease in net assets (275,500) (7,431)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of the Year 4,353,095 4,360,526
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End of Year $ 4,077,595 $ 4,353,095
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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 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.
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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 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.
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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 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)
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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
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Total $3,881,258 $4,030,916 $ 149,658
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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 YEARS ENDED DECEMBER 31,
NOTE #4 - RECEIVABLES
Receivables at December 31, consist of the following:
2000 1999
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Contributions
Employer $ 9,613 $10,240
Participants 14,215 15,242
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Total Receivables $23,828 $25,482
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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.
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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, 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
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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
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$3,780,281 $4,030,916
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There were no transactions in excess of 5 percent of investment category.
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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
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Donna Miltenberger
Date: July 2, 2001 /s/ CINDY VRACIN
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Cindy Vracin
S-1
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INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 23.1 Consent of Independent Public Accountants 13
E-1