================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------------- -------------------
Commission File Number 000-29829
PACIFIC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1815009
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 EAST MARKET STREET
ABERDEEN, WASHINGTON 98520-5244
(360) 533-8870
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
TITLE OF CLASS OUTSTANDING AT MARCH 31, 2002
-------------- -----------------------------
Common Stock, par value $1.00 per share 2,491,629 shares
================================================================================
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001 3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2002 AND 2001 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2002 AND 2001 5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 13
PART II OTHER INFORMATION 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
SIGNATURES 15
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
(Dollars in thousands)
Pacific Financial Corporation
March 31, 2002 and December 31, 2001
March 31, December 31,
2002 2001
(Unaudited)
ASSETS
Cash and due from banks $ 9,156 $ 10,231
Interest bearing balances with banks 2,115 1,468
Federal funds sold 8,000 3,505
Investment securities available for sale 32,136 31,673
Investment securities held-to-maturity 4,914 4,945
Federal Home Loan Bank stock, at cost 3,870 3,813
Loans 178,692 176,604
Allowance for credit losses 2,656 2,109
------- -------
LOANS, NET 176,036 174,495
Premises and equipment 3,928 4,014
Foreclosed real estate 964 1,040
Accrued interest receivable 1,570 1,405
Cash surrender value of life insurance 5,670 5,579
Other assets 1,081 1,449
------- -------
TOTAL ASSETS $249,440 $243,617
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 34,088 $ 38,437
Interest bearing 185,589 176,207
------- -------
TOTAL DEPOSITS 219,677 214,644
Accrued interest payable 403 441
Long-term borrowings 4,000 ---
Other liabilities 1,553 5,018
------- -------
TOTAL LIABILITIES 225,633 220,103
STOCKHOLDERS' EQUITY
Common Stock (par value $1); authorized: 2,492 2,492
25,000,000 shares; issued March 31,2002-2,491,629 shares;
December 31, 2001-2,491,629 shares
Additional paid-in capital 9,524 9,524
Retained earnings 11,498 11,090
Accumulated other comprehensive income 293 408
------ ------
TOTAL SHAREHOLDERS' EQUITY 23,807 23,514
------ ------
Total liabilities and shareholders' equity $249,440 $243,617
======== ========
3
Condensed Consolidated Statements of Income
Three months ended March 31, 2002 and 2001
(Dollars in thousands, except per share)
2002 2001
(UNAUDITED) (UNAUDITED)
INTEREST INCOME
Loans $3,294 $4,143
Securities held to maturity - tax exempt 62 23
Securities available for sale:
Taxable 360 628
Tax-exempt 146 136
Deposits with banks
and federal funds sold 18 55
----- -----
Total interest income 3,880 4,985
INTEREST EXPENSE
Deposits 938 2,061
Other borrowings 33 90
---- -----
Total interest expense 971 2,151
NET INTEREST INCOME 2,909 2,834
Provision for credit losses 954 102
---- -----
Net interest income after provision
for credit losses 1,955 2,732
NON-INTEREST INCOME
Service charges 234 174
Mortgage loan origination fees --- 4
Gain (loss) on sale of foreclosed real estate (17) ---
Other operating income 237 136
---- ----
Total non-interest income 454 314
NON-INTEREST EXPENSE
Salaries and employee benefits 990 1,047
Occupancy and equipment 234 234
Other 595 527
----- -----
Total non-interest expense 1,819 1,808
Income before income taxes 590 1,238
Provision for income taxes 182 361
----- -----
NET INCOME $408 $ 877
===== =====
Earnings per common share:
Basic $.16 $.35
Diluted .16 .35
Average shares outstanding:
Basic 2,491,629 2,502,022
Diluted 2,515,376 2,523,358
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 2002 and 2001
(Dollars in thousands)
2002 2001
(UNAUDITED) (UNAUDITED)
OPERATING ACTIVITIES
Net income $ 408 $ 877
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for credit losses 954 102
Depreciation and amortization 108 108
Stock dividends received (57) (57)
Loss on sale of premises and equipment --- (1)
(Increase) decrease in accrued interest receivable (165) 209
Increase (decrease) in accrued interest payable (38) 9
Write-down of foreclosed real estate 288 ---
Other 176 (623)
----- ----
Net cash provided by operating activities 1,674 624
INVESTING ACTIVITIES
Net increase in federal funds (4,495) (5,430)
Increase in interest bearing
deposits with banks (647) (13,794)
Purchase of securities available for sale (2,163) ---
Proceeds from maturities of investments held to maturity 30 17
Proceeds from maturities of
securities available for sale 1,503 13,072
Net (increase) decrease in loans (2,707) 1,321
Additions to premises and equipment (14) (105)
Proceeds from sales of premises and equipment --- 16
----- -----
Net cash used in investing activities (8,493) (4,903)
FINANCING ACTIVITIES
Net increase in deposits 5,033 15,417
Net decrease in short-term borrowings --- (8,313)
Proceeds from issuance of long-term debt 4,000 ---
Repurchase and retirement of common stock --- (55)
Payment of dividends (3,289) (3,204)
----- -----
Net cash provided by financing activities 5,744 3,845
Net decrease in cash and due from banks $ (1,075) $ (434)
5
CASH AND DUE FROM BANKS
Beginning of period $10,231 $ 8,619
End of period $9,156 $ 8,185
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 1,009 $ 2,142
Income Taxes 25 100
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
Foreclosed real estate acquired in settlement of loans $ (212) ---
Change in fair value of securities available
for sale, net of tax $ (115) $ 581
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three months ended March 31, 2002 and 2001
(Dollars in thousands) (Unaudited)
ACCUMULATED
OTHER
ADDITIONAL COMPREHENSIVE
COMMON PAID-IN RETAINED INCOME
STOCK CAPITAL EARNINGS (LOSS) TOTAL
Balance December 31, 2000 $2,503 $9,859 $10,572 $(191) $22,743
Stock re-purchase (2) (53) (55)
Other comprehensive income:
Net income 877 877
Change in fair value of 581 581
securities available for sale, net
Comprehensive income 1,458
----- ------ ------ ---- ------
Balance March 31, 2001 $2,501 $9,806 $11,449 $390 $24,146
Balance December 31, 2001 $2,492 $9,524 $11,090 $408 $23,514
Other comprehensive income:
Net income 408 408
Change in fair vale of
securities available for sale, net (115) (115)
Comprehensive income 293
----- ------ ------ ------ ------
Balance March 31, 2002 $2,492 $9,524 $11,498 $293 $23,807
6
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by Pacific
Financial Corporation ("Pacific" or the "Company") in accordance with generally
accepted accounting principles for interim financial information and with
instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months ended
March 31, 2002, are not necessarily indicative of the results anticipated for
the year ending December 31, 2002.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
All dollar amounts in tables, except per share information, are stated in
thousands.
2. INVESTMENT SECURITIES
Investment securities consist principally of short and intermediate term debt
instruments issued by the U.S. Treasury, other U.S. government agencies, state
and local government units, and other corporations.
SECURITIES HELD TO MATURITY AMORTIZED UNREALIZED FAIR
COST GAINS VALUE
(LOSSES)
March 31, 2002
State and Municipal Securities $ 4,914 (2) 4,912
SECURITIES AVAILABLE FOR SALE AMORTIZED UNREALIZED FAIR
COST GAINS VALUE
(LOSSES)
March 31, 2002
U.S. Government Securities $ 7,846 71 7,917
State and Municipal Securities 11,354 313 11,667
Corporate Securities 8,391 61 8,452
Mutual Funds 4,100 --- 4,100
------ ------ ------
TOTAL $31,691 445 32,136
7
3. ALLOWANCE FOR CREDIT LOSSES
THREE MONTHS ENDED TWELVE MONTHS ENDED
MARCH 31, DECEMBER 31,
2002 2001 2001
---- ---- ----
Balance at beginning of period $2,109 $2,026 $2,026
Provision for possible credit losses 954 102 580
Charge-offs (416) (326) (564)
Recoveries 9 3 67
Net recoveries (charge-offs) (407) (323) (497)
----- ----- -----
Balance at end of period $2,656 $1,805 $2,109
Ratio of net charge-offs to
average loans outstanding .23% .18% .29%
4. COMPUTATION OF BASIC EARNINGS PER SHARE:
THREE MONTHS ENDED
MARCH 31,
2002 2001
---- ----
Net Income $408,000 $877,000
Shares Outstanding,
Beginning of Period 2,491,629 2,503,130
Shares Repurchased During Period Times
Average Time Outstanding ---- (1,108)
Average Shares Outstanding 2,491,629 2,502,022
Basic Earnings Per Share $.16 $.35
8
5. COMPUTATION OF DILUTED EARNINGS PER SHARE:
THREE MONTHS ENDED
MARCH 31,
2002 2001
---- ----
Net Income $408,000 $877,000
Options Outstanding 177,046 191,550
Proceeds Were Options Exercised $3,773,253 $ 3,984,720
Average Share Price During Period $24.50 $23.41
Proceeds Divided By Average Share Price 154,010 170,214
Incremental Shares 23,747 21,336
Average Shares Outstanding 2,491,629 2,502,022
Incremental Shares
Plus Outstanding Shares 2,515,376 2,523,358
Diluted Earnings Per Share $.16 $.35
9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A WARNING ABOUT FORWARD-LOOKING INFORMATION
This document contains forward-looking statements that are subject to risks
and uncertainties. These statements are based on the beliefs and assumptions of
our management, and on information currently available to them. Forward-looking
statements include the information concerning our possible future results of
operations set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and statements preceded by, followed by or
that include the words "believes," "expects," "anticipates," "intends," "plans,"
"estimates" or similar expressions.
Any forward-looking statements in this document are subject to risks
relating to, among other things, the following:
1. competitive pressures among depository and other financial
institutions may impede our ability to attract and retain customers;
2. changes in the interest rate environment may reduce margins;
3. general economic or business conditions, either nationally or in the
state or regions in which we do business, may be less favorable than
expected, resulting in, among other things, a deterioration in credit
quality, including as a result of lower prices in the real estate market,
or a reduced demand for credit;
4. legislative or regulatory changes may adversely affect the
businesses in which we are engaged; and
5. the securities markets may continue to experience a downturn.
Our management believes the forward-looking statements are reasonable;
however, you should not place undue reliance on them. Forward-looking statements
are not guarantees of performance. They involve risks, uncertainties and
assumptions. Many of the factors that will determine our future results and
share value are beyond our ability to control or predict.
NET INCOME. For the three months ended March 31, 2002, Pacific's net income was
$408,000 compared to $877,000 for the same period in 2001. The most significant
factor contributing to the decrease was a significant increase in the provision
for credit losses.
NET INTEREST INCOME. Net interest income for the three months ended March 31,
2002 increased $75,000, or 2.6% compared to the same period in 2001. This is due
primarily to decreased interest expense.
10
Interest income for the three months ended March 31, 2002, decreased $1,105,000,
or 22.2%, compared to the comparable period in 2001. Securities balances
decreased during the three months ended March 31, 2002, compared to the three
months ended March 31, 2001. This decrease was due to call options being
exercised by issuers of the securities and resulted in lower interest income on
securities. In addition, the lower interest rates earned on loans during the
period ending March 31, 2002 resulted in decreased loan interest income of
$849,000 compared to the same period in 2001. Average total loans outstanding
for the three months ended March 31, 2002, and March 31, 2001, were
$181,257,000, and $176,272,000, respectively, or an increase of 2.8%.
Interest expense for the three months ended March 31, 2002 decreased $1,180,000,
or 54.9%, compared to the same period in 2001. Average interest-bearing deposit
balances for the three months ended March 31, 2002 and March 31, 2001 were
$177,368,000 and $185,916,000, respectively, while short term borrowings and
federal funds purchased for the periods were $3,766,000 and $6,663,000,
respectively, a decrease of 43.5% over the 2001 period.
PROVISION AND ALLOWANCE FOR CREDIT LOSSES. The allowance for credit losses
reflects management's current estimate of the amount required to absorb losses
on existing loans and commitments to extend credit. Loans deemed uncollectible
are charged against and reduce the allowance. Periodically, a provision for loan
losses is charged to current expense. This provision acts to replenish the
allowance for loan losses and to maintain the allowance at a level that
management deems adequate. There is no precise method of predicting specific
loan losses or amounts that ultimately may be charged off on segments of the
loan portfolio. The determination that a loan may become uncollectible, in whole
or in part, is a matter of judgment. Similarly, the adequacy of the allowance
for loan losses can be determined only on a judgmental basis, after full review,
including (a) consideration of economic conditions and the effect on particular
industries and specific borrowers; (b) a review of borrowers' financial data,
together with industry data, the competitive situation, the borrowers'
management capabilities and other factors; (c) a continuing evaluation of the
loan portfolio, including monitoring by lending officers and staff credit
personnel of all loans which are identified as being of less than acceptable
quality; (d) an in-depth appraisal, on a monthly basis, of all loans judged to
present a possibility of loss (if, as a result of such monthly appraisals, the
loan is judged to be not fully collectible, the carrying value of the loan is
reduced to that portion considered collectible); and (e) an evaluation of the
underlying collateral for secured lending, including the use of independent
appraisals of real estate properties securing loans. A formal analysis of the
adequacy of the allowance is conducted monthly and is reviewed by the Board of
Directors. Based on this analysis, management considers the allowance for credit
losses to be adequate. Periodic provisions for loan losses are made to maintain
the allowance for credit losses at an appropriate level. The provisions are
based on an analysis of various factors including historical loss experience
based on volumes and types of loans, volumes and trends in delinquencies and
non-accrual loans, trends in portfolio volume, results of internal and
independent external credit reviews, and anticipated economic conditions.
11
During the three months ended March 31, 2002, $954,000 was provided for possible
credit losses, compared to $102,000 provided in the same period in 2001. For the
three months ended March 31, 2002, net charge-offs were $407,000, compared to
net charge-offs of $323,000 during the same period in 2001. The charge-offs for
the period ending March 31, 2002 are primarily related to commercial loan write
downs of $203,416 and an additional write down of a commercial real estate
property which the Company foreclosed on.
At March 31, 2002, the allowance for credit losses stood at $2,656,000 compared
to $2,109,000 at December 31, 2001, and $1,805,000 at March 31, 2001. The ratio
of the allowance to total loans outstanding was 1.49%, 1.19% and 1.03%,
respectively, at March 31, 2002, December 31, 2001, and March 31, 2001. As noted
in the Company's Form 10-K for the period ended December 31, 2001, management
performed additional analysis and obtained appraisals for several credits during
the quarter ended March 31, 2002. Based on the results of the analysis and
appraisals, the Company provided $954,000 for possible credit losses during the
current period ended March 31, 2002. Management considers the allowance for
possible credit losses to be adequate for the periods indicated.
NON-PERFORMING ASSETS AND FORECLOSED REAL ESTATE OWNED. Non-performing assets
totaled $3,026,000 at March 31, 2002. This represents 1.69% of total loans,
compared to $2,373,000 or 1.34% at December 31, 2001, and $3,068,000 or 1.75% at
March 31, 2001. Non-accrual loans at March 31, 2002 totaled $2,062,000 of which
$1,328,000 are secured by real estate. Based on current analysis, management
believes losses associated with non-accrual loans will be minimal.
ANALYSIS OF NON-PERFORMING ASSETS
MARCH 31 DECEMBER 31 MARCH 31
(in thousands) 2002 2001 2001
---- ---- ----
Accruing loans past due 90 days or more $--- $79 $324
Non-accrual loans 2,062 1,254 2,744
Foreclosed real estate 964 1,040 0
--- ----- ----
TOTAL $3,026 $2,373 $3,068
NON-INTEREST INCOME AND EXPENSES. Non-interest income for the three months ended
March 31, 2002 increased $140,000 compared to the same period in 2001. Service
charges on deposit accounts increased $60,000 due to the new customer overdraft
protection program implemented mid 2001 and mortgage loan origination fees
decreased $4,000 compared to the three months ended March 31, 2001. Loss on sale
of foreclosed real estate was $17,000 for the period ending March 31, 2002
compared to none for the same period in 2001. Other operating income for the
three months ended March 31, 2002 increased $101,000 compared to the same period
in 2001, primarily due to income from operations on real estate owned and
earnings on bank owned life insurance.
Non-interest expense for the three months ended March 31, 2002 increased $11,000
compared to the same period in 2001. For the three-month period in 2002,
salaries and benefits decreased $57,000
12
while other expenses increased $68,000, compared to the same period in 2001. The
decrease in salaries and benefits was primarily due to lower bonus accruals.
Costs of $73,000 related to the operations on real estate owned were the primary
cause of the increase in other expense.
INCOME TAXES. The federal income tax provision for the three months ended March
31, 2002 was $182,000, a decrease of $179,000 compared to the same period in
2001.
FINANCIAL CONDITION. Total assets were $249,440,000 at March 31, 2002, an
increase of $5,823,000, or 2.4%, over year-end 2001. Loans were $178,692,000 at
March 31, 2002, an increase of $2,088,000, or 1.2%, over year-end 2001. Total
deposits were $219,677,000 at March 31, 2002, an increase of $5,033,000, or
2.3%, compared to December 31, 2001.
LOANS. Loan detail by category as of March 31, 2002 and December 31, 2001 were
as follows:
March 31, December 31,
2002 2001
---- ----
Commercial and industrial $60,598 $62,595
Agricultural 8,948 9,832
Real estate mortgage 95,985 91,714
Real estate construction 6,953 6,554
Installment 5,318 4,941
Credit cards and other 890 968
------- -------
Total Loans 178,692 176,604
Allowance for credit losses (2,656) (2,109)
------- -------
Net Loans $176,036 $174,495
LIQUIDITY. Adequate liquidity is available to accommodate fluctuations in
deposit levels, fund operations, and provide for customer credit needs and meet
obligations and commitments on a timely basis. The Company has no brokered
deposits. It generally has been a net seller of federal funds. When necessary,
liquidity can be increased by taking advances available from the Federal Home
Loan Bank of Seattle.
SHAREHOLDERS' EQUITY. Total shareholders' equity was $23,807,000 at March 31,
2002, an increase of $293,000, or 1.3%, compared to December 31, 2001. The
increase was due to net income and a decrease in the fair value of securities
available for sale. Book value per share increased to $9.56 at March 31, 2002
compared to $9.44 at December 31, 2001. Book value is calculated by dividing
total equity capital by total shares outstanding.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate, credit, and operations risks are the most significant market
risks which affect the Company's performance. The Company relies on loan review,
prudent loan underwriting standards and an adequate allowance for possible
credit losses to mitigate credit risk.
13
An asset/liability management simulation model is used to measure interest rate
risk. The model produces regulatory oriented measurements of interest rate risk
exposure. The model quantifies interest rate risk through simulating forecasted
net interest income over a 12 month time period under various interest rate
scenarios, as well as monitoring the change in the present value of equity under
the same rate scenarios. The present value of equity is defined as the
difference between the market value of assets less current liabilities. By
measuring the change in the present value of equity under various rate
scenarios, management is able to identify interest rate risk that may not be
evident in changes in forecasted net interest income.
The Company is currently asset sensitive, meaning that interest earning assets
mature or re-price more quickly than interest-bearing liabilities in a given
period. Therefore, a significant increase in market rates of interest could
improve net interest income. Conversely, a decreasing rate environment may
adversely affect net interest income.
It should be noted that the simulation model does not take into account future
management actions that could be undertaken should actual market rates change
during the year. An important point should be kept in mind; the model simulation
results are not exact measures of the Company's actual interest rate risk. They
are rather only indicators of rate risk exposure, based on assumptions produced
in a simplified modeling environment designed to heighten sensitivity to changes
in interest rates. The rate risk exposure results of the simulation model
typically are greater than the Company's actual rate risk. That is due to the
conservative modeling environment, which generally depicts a worst-case
situation. Management has assessed the results of the simulation reports as of
March 31, 2002, and believes that there has been no material change since
December 31, 2001.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pacific Financial Corporation held its Annual Meeting of Stockholders on
April 17, 2002, at which the stockholders of the Company voted on and approved
the following:
1. The election of one Class B director of Pacific Financial Corporation for
a term expiring at the Annual Meeting of Stockholders in 2004. The
election of four Class C directors of Pacific Financial Corporation for terms
expiring at the Annual Meeting of Stockholders in 2005.
At the meeting, Susan C. Freese was elected as a Class B director to serve
a two-year term and Duane E. Hagstrom, Walter L. Westling, David L.
Woodland and Randy W. Rognlin were elected as Class C directors to serve
three-year terms. Directors continuing in office include Dennis A. Long,
Joseph A. Malik, Gary C. Forcum, Sidney R. Snyder, Robert A. Hall, and Robert
J. Worrell.
The voting with respect to each of these matters was as follows:
1. Election of Directors
NAME FOR WITHHELD
14
Susan C. Freese 1,726,909 1,765
Duane E. Hagstrom 1,712,254 16,420
Walter L. Westling 1,722,409 6,265
David L. Woodland 1,709,909 18,765
Randy W. Rognlin 1,722,079 6,595
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
No exhibits are filed with this report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
March 31, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFIC FINANCIAL CORPORATION
DATED: May 2, 2002 By: /S/ DENNIS A. LONG
-----------------------------------
Dennis A. Long
President
By: /S/ JOHN VAN DIJK
-----------------------------------
John Van Dijk, Secretary/Treasurer
(Principal Financial and
Accounting Officer)
15