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, 2005 or
o TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File No. 000-11337
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
Foothill
Independent Bank
Partners in Your Future
401(k) Profit Sharing Plan
First
Community Bancorp
120 Wilshire Blvd.
Santa Monica, California 90401
B. NAME OF THE ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
First Community Bancorp
401 West “A” Street
San Diego CA 92101
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Index
All other schedules are omitted because they are not required or applicable pursuant to the Employee Retirement Income Security Act of 1974 (ERISA) and Department of Labor regulations.
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Vavrinek, Trine, Day & Co., LLP Certified Public Accountants & Consultants |
VALUE THE DIFFERENCE |
Report of Independent Registered Public Accounting Firm
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 (the Plan) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements and schedules are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 Foothill Independent Bank Partners in Your Future 40I(k) Profit Sharing Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.
Rancho
Cucamonga, California
May 19, 2006
8270 Aspen Street Rancho
Cucamonga, CA 91730 Tel:
909.466.4410 Fax: 909.466.4431 www.vtdcpa.com
FRESNO * LAGUNA
HILLS * PALO
ALTO * PLEASANTON * RANCHO
CUCAMONGA
1
FOOTHILL
INDEPENDENT BANK
PARTNERS IN YOUR
FUTURE
40l(k) PROFIT
SHARING PLAN
STATEMENTS OF NET
ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005
AND 2004
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2005 |
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2004 |
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ASSETS |
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Investments at Fair Value |
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Shares of registered investment companies; |
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Foothill Independent Bancorp common stock* |
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$ |
8,674,414 |
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$ |
6,375,445 |
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Mutual funds |
|
2,539,027 |
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2,161,584 |
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Common/collective trust |
|
707,958 |
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355,604 |
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Loans to participants |
|
203,346 |
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152,496 |
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12,124,745 |
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9,045,129 |
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Receivables |
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|
|
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Employer’s contribution |
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— |
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10,124 |
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Participants’ contribution |
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— |
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16,004 |
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||
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|
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— |
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26,128 |
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Stock Liability Fund* |
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— |
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(40 |
) |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
12,124,745 |
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$ |
9,071,217 |
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* Non-participant directed
The accompanying notes are an integral part of these financial statements.
2
FOOTHILL
INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
STATEMENT OF
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2005
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2005 |
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Additions |
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|
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Additions to net assets attributed to: |
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Net investment gain from common/collective trusts |
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$ |
19,062 |
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Net unrealized appreciation on fair value of instruments |
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2,047,972 |
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|
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Interest and dividends |
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412,110 |
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|
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Realized gain on sale of investments |
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105,196 |
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|
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Interest on participant loans |
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10,294 |
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|
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|
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2,594,634 |
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Contributions |
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|
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Employer |
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308,188 |
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|
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Participant |
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550,109 |
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|
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Participants’ rollovers |
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87,590 |
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|
|
|
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945,887 |
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Total Additions |
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3,540,521 |
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Deductions |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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463,833 |
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|
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Corrective distributions |
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18,775 |
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Miscellaneous |
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4,385 |
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Total Deductions |
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486,993 |
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Increase in Net Assets |
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3,053,528 |
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Net Assets Available for Benefits |
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|
|
|
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Beginning of Year |
|
9,071,217 |
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End of Year |
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$ |
12,124,745 |
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The accompanying notes are an integral part of these financial statements,
3
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
40l(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31, 2005 AND 2004
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 employees of Foothill Independent Bank and its wholly owned subsidiary, Platinum Results, (collectively FIB) who have completed six months of service. There is no age requirement. The Plan has a pre-tax salary reduction provision as defined under Section 401(k) of the Internal Revenue Code (IRS). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). FIB adopted the Plan effective January 1, 1994.
Merger with and into First Community Bancorp
On December 14, 2005, Foothill Independent Bancorp (Foothill) and First Community Bancorp (First Community) entered into an Agreement and Plan of Merger (the Merger Agreement), which provides for a merger (the Merger) pursuant to which (i) Foothill will be acquired by and merged into First Community, (ii) First Community will be the surviving corporation in the Merger and Foothill will cease to exist, and (iii) Foothill’s shareholders will become shareholders of First Community and will receive a number of shares of First Community’s common stock that will be determined on the basis of the average closing price of First Community’s shares for the 15 trading days ending two trading days prior to the consummation of the Merger. The merger was completed on May 9, 2006.
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 from one to one hundred percent of their annual wages, not to exceed a limit set by law. The limit for 2005 was $14,000. FIB’s matching contribution is in the form of Foothill Independent Bancorp common stock. 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 Plan 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.
4
D. Vesting
Participants arc vested in FIB contributions according to the following schedule:
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Years of |
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Percentage |
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1 Year |
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25 |
% |
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2 Years |
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50 |
% |
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3 Years |
|
100 |
% |
Employee contributions, deferrals, and rollovers are immediately 100 percent vested. No vested benefit may be forfeited.
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 $5,000 may elect to leave the balance with the Plan.
F. Loans to Participants
Any participant may apply for a loan of up to one-half of his or her vested account balance, with a minimum loan of $1,000 and a maximum of $50,000. Each such loan is secured by the account of the participant-borrower and is for a fixed term requiring regular payments. The loans arc available to all participants and bear a reasonable rate of interest.
G. Forfeited Accounts
At December 31, 2005, forfeited non-vested accounts totaled $9,856. 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.
5
B. Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures at the date of the financial statements and the reported amounts of additions, contributions, and deductions during the reporting period. Accordingly, actual results may differ from those estimates.
C. Valuation of Assets and Income Recognition
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 net appreciation or deprecation in the fair value of each investment included interest, dividends, realized appreciation and depreciation, and unrealized appreciation and depreciation, less expenses. Any net unrealized appreciation or depreciation for the period is reflected in the Statement of Changes in Net Assets Available for Benefits. The Foothill Independent Bancorp common stock is valued at its quoted market price,
Purchases and sales of securities are recorded on a trade-date basis. Interest income and dividends are recorded on the date received.
Payment of benefits is recorded when paid.
Participant loans are valued at their respective outstanding principal balances which the Plan administrator has estimated approximate fair value.
D. Tax Status
The trust established by the Plan to hold the Plan’s assets is qualified under Section 410(b) of the IRC. 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 administrator 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, interest, and dividends received in accordance with participants’ 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 any compensation from the Plan. The administrative fees associated with the Plan are paid by FIB and not from the Plan assets.
F. Reclassifications
Certain prior year financial statement balances have been reclassified to conform to the current year presentation.
6
Note #3 - Investments
The following information included in the accompanying financial statements and supplemental schedule was obtained from data that has been prepared by the trustee, and represent fair values based upon quoted market prices at year end.
The following presents investments that represent five percent or more of the Plan’s net assets:
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2005 |
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Investments of 5% or more of plan assets |
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Foothill Independent Bancorp Common Stock |
|
$ |
8,674,414 |
|
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Oakmark Equity and Income II |
|
742,361 |
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Union Bank of California-Stable Fund |
|
707,958 |
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Investments of less than 5% of plan assets |
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1,796,666 |
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Loans to participants |
|
203,346 |
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Total |
|
$ |
12,124,745 |
|
|
|
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2004 |
|
|
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Investments of 5% or more of plan assets |
|
|
|
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Foothill Independent Bancorp Common Stock |
|
$ |
6,375,445 |
|
|
Oakmark Equity and Income II |
|
722,529 |
|
|
|
Janus Adv Capital Appreciation |
|
481,539 |
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Investments of less than 5% of plan assets |
|
1,313,120 |
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|
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Loans to participants |
|
152,496 |
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|
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Total |
|
$ |
9,045,129 |
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Note #4 - Receivables
The Plan had no contributions receivable at December 31, 2005.
Receivables at December 31, 2004, consist of the following:
|
Contributions |
|
|
|
|
|
Employer |
|
$ |
10,124 |
|
|
Participants |
|
16,004 |
|
|
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Total Receivables |
|
$ |
26,128 |
|
7
Note #5 - Non-Distributed Benefits
The Plan does not accrue non-distributed benefits related to participants who have withdrawn from the Plan, but recognizes such benefits as a deduction from net assets in the period in which such benefits are paid. At December 31, 2005 and 2004, there were $8,489 and $137,298 benefits payable, respectively, to participants who had withdrawn from the Plan. Benefits payable to withdrawn participants are included in the total Net Assets Available for Benefits.
Note #6 - Plan Amendment
The Plan obtained its latest determination letter on September 26, 2001, in which the Internal Revenue Code (IRC) stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the determination 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. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Note #7 - Non-Discrimination for Employee and Employer Contributions
The Plan, as required by the IRC, performs annual tests between highly compensated participants versus non-highly compensated participants to ensure that highly compensated participants are not disproportionately favored under the Plan. If the Plan fails the tests, it must refund some of the excess deferred contributions. Excess deferred contributions, which are refunded within two and one-half (2½) months of the Plan year-end, are accrued as a liability to the Plan. Excess deferred contributions which are not refunded within two and one-half (2½) months of the Plan year-end are recorded as a distribution in the Plan year in which the refund is paid. At December 31, 2005 and 2004, there were no excess deferred contributions.
Note #8 - Contingencies
The Plan’s Discrimination Testing has been completed for the year ended December 31, 2005. The purpose of this testing is to determine if the Plan is top-heavy and contributions may be returned to certain participants. Results of the Plan’s testing show no non-compliance of highly compensated employees and percentage of deferral. Therefore, no adjustments were accounted for in the current year.
Note #9 - Concentration of Market Risk
The Plan holds investments in Foothill Independent Bancorp’s common stock, as well as various mutual funds. Accordingly, Plan participants’ accounts that hold shares of Foothill Independent Bancorp’s common stock are exposed to market risk in the event of a significant decline in the value of such stock. For all mutual funds, refer to the specific fund’s prospectus and annual report for a full description of each fund’s investment holdings and
8
Note #10 - Subsequent Events - Plan Termination
Effective May 9, 2006, Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan announced the termination of the Plan and the intention to transfer existing account balances into successor plans.
9
FOOTHILL
INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
FORM 5500, SCHEDULE H, LINE 4i
PLAN NO: 001 FEIN: 95-2789830
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31,2005
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(c) |
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(b) |
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Description of Investment |
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(e) |
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Identity of Issue, Borrower, |
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including maturity date, rate of interest, |
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(d) |
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Current |
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(a) |
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Lessor, or Similar Party |
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collateral, par, or maturity value |
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Cost |
|
Value |
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|
* |
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Foothill Independent Bancorp |
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Foothill Independent Bancorp Common Stock |
|
$ |
5,711,894 |
|
$ |
8,674,414 |
|
|
* |
|
Union Bank of California, N.A. |
|
Stable Value - 1.43% to 6.20% interest |
|
707,958 |
|
707,958 |
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PIMCO |
|
PIMCO Real Return Bond A |
|
396,422 |
|
378,121 |
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||
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Oakmark |
|
Oakmark Equity and Income II |
|
624,423 |
|
742,361 |
|
||
|
|
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MFS |
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MFS Value A |
|
73,059 |
|
79,182 |
|
||
|
|
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Dreyfus |
|
Dreyfus S and P 500 |
|
214,250 |
|
233,725 |
|
||
|
|
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Janus Group |
|
Janus Adv Capital Appreciation |
|
399,805 |
|
573,575 |
|
||
|
|
|
Franklin/Templeton |
|
Franklin Flex Cap Growth A |
|
66,589 |
|
79,447 |
|
||
|
|
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Wells Fargo Investment |
|
Advantage Small Cap Value A |
|
300,684 |
|
347,346 |
|
||
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|
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Franklin/Templeton |
|
Templeton Foreign A |
|
46,151 |
|
53,968 |
|
||
|
|
|
Ivy Science and Technology Fund |
|
Ivy Science and Technology Y |
|
37,299 |
|
51,302 |
|
||
|
* |
|
Participant Loans |
|
4.5% to 10.43% interest |
|
203,346 |
|
203,346 |
|
||
|
|
|
|
|
|
|
$ |
8,781,880 |
|
$ |
12,124,745 |
|
There were no transactions in excess of five percent of investment category.
* Party-in-interest to the Plan.
10
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Foothill Independent Bank |
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Date: September 11, 2007 |
/s/ Jeffrey T. Krumpoch |
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Jeffrey T. Krumpoch |
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Senior Vice President |
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First Community Bancorp |
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11