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EXHIBIT 13
VALLEY INDEPENDENT BANK
FLEXPLUS RETIREMENT SAVINGS PLAN
DECEMBER 31, 1999
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CONTENTS
<TABLE>
<S> <C>
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INDEPENDENT AUDITORS' REPORT 1
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FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION 3
NOTES TO FINANCIAL STATEMENTS 4
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</TABLE>
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INDEPENDENT AUDITORS' REPORT
To the Board of Trustees of
Valley Independent Bank Flexplus Retirement Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of Valley Independent Bank Flexplus Retirement Savings Plan (the Plan)
as of December 31, 1999 and 1998 and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1999. 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
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 plan benefits of Valley
Independent Bank Flexplus Retirement Savings Plan as of December 31, 1999 and
1998, and the changes in net assets available for plan benefits for the year
ended December 31, 1999 in conformity with generally accepted accounting
principles.
/s/ Vavrinek, Trine, Day & Co., LLP
------------------------------------
Laguna Hills, California
April 27, 2000
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VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS
Cash - Non Interest Bearing $ 4,367 $ 6,529
Receivables:
Valley Independent Bank - Salary Deferral -- --
Valley Independent Bank - Employer Match -- 86,467
Investments in Transit -- --
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TOTAL RECEIVABLES -- 86,467
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Investments:
College Life Group Annuity 296,403 282,684
Valley Independent Bank Stock 1,358,146 1,533,267
Nationwide Life Insurance Company 3,610,579 2,029,128
Loans 357,854 251,556
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TOTAL INVESTMENTS 5,622,982 4,096,635
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NET ASSETS AVAILABLE
FOR PLAN BENEFITS $5,627,349 $4,189,631
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 5
VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------
Interest in Investment Loans
Fixed Registered in to
Annuity Investment VIB Partici-
Contract Companies Stock pants Other Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Interest and Dividends $ 19,646 $ -- $ -- $ 21,294 $ 891 $ 41,831
Net Change in Current
Value of Investments 523,015 (585,544) (62,529)
----------- ----------- ----------- ----------- ----------- -----------
Total Income 19,646 523,015 (585,544) 21,294 891 (20,698)
CONTRIBUTIONS
Participants 564,790 168,956 733,746
Employer 173,445 173,445
Rollover 727,482 34,803 762,285
----------- ----------- ----------- ----------- ----------- -----------
-- 1,292,272 377,204 -- -- 1,669,476
----------- ----------- ----------- ----------- ----------- -----------
Total Additions 19,646 1,815,287 (208,340) 21,294 891 1,648,778
DEDUCTIONS
Distributions (12,835) (138,227) (59,998) (211,060)
----------- ----------- ----------- ----------- ----------- -----------
Total Deductions (12,835) (138,227) (59,998) -- -- (211,060)
NET INCREASE (DECREASE)
PRIOR TO NET
INTERFUND TRANSFERS 6,811 1,677,060 (268,338) 21,294 891 1,437,718
NET INTERFUND TRANSFERS 6,908 (95,609) 93,217 85,004 (89,520) --
----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 13,719 1,581,451 (175,121) 106,298 (88,629) 1,437,718
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of Year 282,684 2,029,128 1,533,267 251,556 92,996 4,189,631
----------- ----------- ----------- ----------- ----------- -----------
End of Year $ 296,403 $ 3,610,579 $ 1,358,146 $ 357,854 $ 4,367 $ 5,627,349
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE A - DESCRIPTION OF PLAN
The following description of the Valley Independent Bank's Flexplus Retirement
Savings Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions. The Plan is sponsored by VIB Corp and includes participants from VIB
Corp, Valley Independent Bank and Bank of Stockdale, collectively referred to
herein as the "Company".
GENERAL
The Plan is a defined contribution plan covering all regular part-time or
full-time employees of the Company who have 90 days of service and are age
eighteen or older. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The ERISA minimum coverage requirements
have been met.
CONTRIBUTIONS
For each year, contributions are determined by the Board of Directors.
Participants may contribute up to fifteen percent of their annual compensation
before commissions and noncash taxable fringe benefits not to exceed $10,000.
The Company will match 25% of each dollar contributed by employees up to 6% of
employees' income. The Company may make additional discretionary matching
contributions based upon the Company's performance. Forfeitures of terminated
participants nonvested accounts reduces the contribution from the Company.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
an allocation of (a) the Company's contribution 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.
VESTING
Participants are immediately vested in their voluntary contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is based on
years of continuous service. A participant is 100 percent vested after seven
years of credited service.
PAYMENT OF BENEFITS
Upon retirement, termination of service, or death a participant may elect to
receive either a lump-sum amount equal to the value of his or her vested
account, or monthly, quarterly, or annual installments over the life expectancy
of the participant and the participant's designated beneficiary.
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VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
INVESTMENT VALUATION
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 Bank stock is valued at its
quoted market price. Participant notes receivable are valued at cost, which
approximates fair value.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
NOTE C - INVESTMENTS
The Plan's investments are held by various bank-administered trust funds. The
following table presents the fair value of investments:
<TABLE>
<CAPTION>
December 31, 1999
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Number of
Shares or
Principal
Amount Fair Value
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<S> <C> <C>
INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICE
College Life Insurance - Fixed Annuity Contract 296,403 $ 296,403
Nationwide Arranger Group - Mutual Funds 1,204,851 3,610,579
Investment in Valley Independent Bank Stock 178,117 1,358,146
Loans to Participants 357,854 357,854
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TOTAL INVESTMENTS AT FAIR VALUE $5,622,982
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</TABLE>
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VALLEY INDEPENDENT BANK FLEXPLUS RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
NOTE E - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated November 16, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the plan
administrator believes that the Plan is designed and is currently being operated
in compliance with applicable requirements of the IRC.
NOTE F - LOANS TO PARTICIPANTS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance. Loan
transactions are treated as a transfer to (from) the investment fund from (to)
the Loans to Participants fund. Loan terms range from one to five years. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined quarterly by
the plan administrator. Interest is charged at VIB's prime rate, plus one
percent. Principal and interest is paid ratably through monthly payroll
deductions.
NOTE G - PLAN AMENDMENTS
During 1999, the Plan was amended to extend coverage and participation to
employees of Bank of Stockdale as of the date Bank of Stockdale became a wholly
owned subsidiary of VIB Corp. Past service with Bank of Stockdale is recognized
for participation and vesting purposes.
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