1 ================================================================================ UNITED STATES 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 June 30, 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 June 30, 2002 -------------- ---------------------------- Common Stock, par value $1.00 per share 2,491,629 shares ================================================================================ 1 TABLE OF CONTENTS PART I FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 2002 AND DECEMBER 31, 2001 3 CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2002 AND 2001 5 CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY SIX MONTH PERIODS ENDED JUNE 30, 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 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 14 SIGNATURES 14 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets (Dollars in thousands) Pacific Financial Corporation June 30, 2002 and December 31, 2001 June 30, December 31, 2002 2001 (Unaudited) Assets Cash and due from banks $ 10,267 $ 10,231 Interest bearing balances with banks 3,147 1,468 Federal funds sold ---- 3,505 Investment securities available for sale 39,995 31,673 Investment securities held-to-maturity 4,862 4,945 Federal Home Loan Bank stock, at cost 3,927 3,813 Loans 177,172 176,604 Allowance for credit losses 2,559 2,109 ----- ----- Loans, net 174,613 174,495 Premises and equipment 3,907 4,014 Foreclosed real estate 722 1,040 Accrued interest receivable 1,447 1,405 Cash surrender value of life insurance 5,746 5,579 Other assets 1,140 1,449 ----- ----- Total assets $249,773 $243,617 Liabilities and Shareholders' Equity Deposits: Non-interest bearing $ 35,507 $ 38,437 Interest bearing 183,094 176,207 ------- ------- Total deposits 218,601 214,644 Accrued interest payable 351 441 Long-term borrowings 4,000 --- Other liabilities 1,602 5,018 ----- ----- Total liabilities 224,554 220,103 Shareholders' 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 12,744 11,090 Accumulated other comprehensive income 459 408 --- --- Total shareholders' equity 25,219 23,514 -------- -------- Total liabilities and shareholders' equity $249,773 $243,617 3 Condensed Consolidated Statements of Income (Dollars in thousands, except per share) (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2002 2001 2002 2001 Interest Income Loans $3,336 $3,884 $6,630 $8,027 Securities held to maturity - tax exempt 64 22 126 45 Securities available for sale: Taxable 348 488 708 1,116 Tax-exempt 143 140 289 276 Deposits with banks and federal funds sold 39 137 57 192 ----- -------- ------ -------- Total interest income 3,930 4,671 7,810 9,656 Interest Expense Deposits 944 1,727 1,882 3,788 Other borrowings 37 39 70 129 ------ ------ ----- ------- Total interest expense 981 1,766 1,952 3,917 Net Interest Income 2,949 2,905 5,858 5,739 Provision for credit losses ---- 98 954 200 --------- ------- ------ ------- Net interest income after provision for credit losses 2,949 2,807 4,904 5,539 Non-interest Income Service charges 294 205 528 379 Mortgage loan origination fees ---- 10 ---- 14 Gain on sale of foreclosed real estate 158 0 141 0 Other operating income 252 131 489 267 --- --- --- --- Total non-interest income 704 346 1,158 660 Non-interest Expense Salaries and employee benefits 1,032 1,011 2,022 2,058 Occupancy and equipment 250 236 484 470 Other 591 512 1,186 1,039 ------ ------ ----- ----- Total non-interest expense 1,873 1,759 3,692 3,567 Income before income taxes 1,780 1,394 2,370 2,632 Provision for income taxes 534 429 716 790 ---- ------ ----- ------ Net Income $1,246 $965 $1,654 $1,842 Earnings per common share: Basic $ .50 $.39 $ .66 $ .74 Diluted .50 .38 .66 .73 Average shares outstanding: Basic 2,491,629 2,499,013 2,491,629 2,500,509 Diluted 2,508,248 2,521,205 2,512,369 2,523,913 4 Condensed Consolidated Statements of Cash Flows Six months ended June 30, 2002 and 2001 (Dollars in thousands) (Unaudited) 2002 2001 OPERATING ACTIVITIES Net income $1,654 $1,842 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 954 200 Depreciation and amortization 216 212 Stock dividends received (114) (120) Gain on sale of premises and equipment ---- (1) Gain on sale of foreclosed real estate (158) ---- (Increase) decrease in accrued interest receivable (42) 539 Decrease in accrued interest payable (90) (130) Write-down of foreclosed real estate 288 ---- Other 15 (385) ---- ------- Net cash provided by operating activities 2,691 2,159 INVESTING ACTIVITIES Net (increase) decrease in federal funds sold 3,505 (9,982) Increase in interest bearing deposits with banks (1,679) (2,824) Purchases of securities available for sale (11,325) (9,256) Proceeds from maturities of securities held to maturity 82 71 Proceeds from maturities of securities available for sale 3,036 21,169 Proceeds from sales of securities available for sale ---- 6,614 Net decrease (increase) in loans (1,082) 6,373 Proceeds from sales of foreclosed real estate 222 ---- Additions to foreclosed real estate (22) ---- Additions to premises and equipment (92) (202) Proceeds from sales of premises and equipment ---- 16 ---- -- Net cash provided by (used in) investing activities (7,355) 11,981 FINANCING ACTIVITIES Net increase (decrease) in deposits 3,957 (1,355) Net decrease in short-term borrowings ---- (8,358) Proceeds from issuance of long-term debt 4,000 ---- Repurchase and retirement of common stock ---- (90) Payment of dividends (3,289) (3,204) ------- ------- Net cash provided by (used in) financing activities $4,668 $(13,007) Net increase in cash and due from banks 36 1,133 5 CASH AND DUE FROM BANKS Beginning of period $10,231 $8,619 End of period $10,267 $9,752 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest $2,042 $3,918 Income Taxes 740 740 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES Foreclosed real estate acquired in settlement of loans $ (639) $ (780) Financed sale of foreclosed real estate 628 ---- Change in fair value of securities available for sale, net of tax $ 51 $ 552 6 Condensed Consolidated Statements of Shareholders' Equity Six months ended June 30, 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 (4) (86) (90) Other comprehensive income: Net income 1,842 1,842 Change in fair value of securities available for sale, net 552 552 Comprehensive income 2,394 ---- ----- ------ ----- ------ Balance June 30, 2001 $2,499 $9,773 $12,414 $361 $25,047 Balance December 31, 2001 $2,492 $9,524 $11,090 $408 $23,514 Other comprehensive income: Net income 1,654 1,654 Change in fair vale of securities available for sale, net 51 51 Comprehensive income 1,705 ---- ------ ------ ------ ------ Balance June 30, 2002 $2,492 $9,524 $12,744 $459 $25,219 7 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 accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America 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 six months ended June 30, 2002, are not necessarily indicative of the results anticipated for the year ending December 31, 2002. The December 31, 2001 condensed balance sheet is derived from the audited consolidated financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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) June 30, 2002 State and Municipal Securities $ 4,862 $ 3 $ 4,865 SECURITIES AVAILABLE FOR SALE AMORTIZED UNREALIZED FAIR COST GAINS VALUE (LOSSES) June 30, 2002 U.S. Government Securities $ 10,799 $ 129 $ 10,928 State and Municipal Securities 10,979 468 11,447 Corporate Securities 7,385 95 7,480 Mutual Funds 10,132 8 10,140 ------ ------ ------ TOTAL $39,295 $ 700 $ 39,995 8 3. Allowance for Credit Losses THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2002 2001 2002 2001 Balance at beginning of period $2,656 $1,805 $2,109 $2,026 Provision for possible credit losses ---- 98 954 200 Charge-offs (107) (30) (523) (356) Recoveries 10 2 19 5 Net charge-offs (97) (28) (504) (351) ---- ---- ---- ---- Balance at end of period $2,559 $1,875 $2,559 $1,875 4. Computation of Basic Earnings per Share: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2002 2001 2002 2001 Net Income $1,246,000 $965,000 $1,654,000 $1,8420,000 Shares Outstanding, Beginning of Period 2,491,629 2,500,505 2,491,629 2,503,130 Shares Repurchased During Period Times Average Time Outstanding ---- (1,492) ---- (2,621) Average Shares Outstanding 2,491,629 2,499,013 2,491,629 2,500,509 Basic Earnings Per Share $.50 $.39 $.66 $.74 5. Computation of Diluted Earnings Per Share: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2002 2001 2002 2001 Net Income $1,246,000 $965,000 $1,654,000 $1,842,000 Options Outstanding 177,046 170,300 177,046 170,300 Proceeds Were Options Exercised $3,752,911 $3,410,930 $3,752,911 $3,410,930 Average Share Price During Period $23.52 $23.03 $24.01 $23.22 Proceeds Divided By Average Share Price 159,563 148,108 156,306 146,896 Incremental Shares 17,483 22,192 20,740 23,404 Average Shares Outstanding 2,491,629 2,499,013 2,491,629 2,500,509 Incremental Shares Plus Outstanding Shares 2,509,112 2,521,205 2,512,369 2,523,913 Diluted Earnings Per Share $.50 $.38 $.66 $.73 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 six months ended June 30, 2002, Pacific's net income was $1,654,000 compared to $1,842,000 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 income for the three months ended June 30, 2002 was $1,246,000, which compared to $965,000 during the same period in 2001. The increase was attributable to increased net interest income, lower loan loss provision and increased non-interest income. 10 NET INTEREST INCOME. Net interest income for the three months ended June 30, 2002 increased $44,000, or 1.6% compared to the same period in 2001. Net interest income for the six months ended June 30, 2002 increased $119,000 over the comparable period in 2001. Interest income for the three months ended June 30, 2002, decreased $741,000, or 15.9%, compared to the comparable period in 2001, and for the first six months of 2002 decreased $1,846,000 or 19.1% from the same period in 2001. The lower interest rates earned on loans and securities during the six month period ending June 30, 2002 was the primary reason for the decline in interest income. In addition, federal funds sold decreased during the three and six month periods ended June 30, 2002 resulting in decreases of $98,000 and $135,000 respectively, in interest income compared to the same periods in 2001. Average total loans outstanding for the six months ended June 30, 2002, and June 30, 2001, were $180,799,000, and $173,607,000, respectively, or an increase of 4.1%. Interest expense for the three months ended June 30, 2002 decreased $785,000, or 44.5%, compared to the same period in 2001, and decreased $1,965,000 or 50.2% for the six months ended June 30, 2001 over the comparable period in 2001. Average interest-bearing deposit balances for the six months ended June 30, 2002 and June 30, 2001 were $180,007,000 and $184,614,000, respectively, while short term borrowings and federal funds purchased for the periods were $218,000 and $4,821,000, respectively, a decrease of 95.5% over the 2001 period. Average long term borrowings for the periods were $3,666,000 and none, respectively. 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 credit losses is charged to current expense. This provision acts to replenish the allowance for credit 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 credit 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 June 30, 2002, no provision was provided for possible credit losses, compared to $98,000 provided in the same period in 2001. For the six months ended June 30, 2002 $954,000 was provided for possible credit losses compared to $200,000 for the comparable period in 2001. The higher provision in 2002 results from increased net charge-offs experienced in 2002. For the six months ended June 30, 2002, net charge-offs were $504,000, compared to net charge-offs of $351,000 during the same period in 2001. The charge-offs for the period ending June 30, 2002 are primarily related to commercial loan write downs of $203,419 and an additional write down of a commercial real estate property which the Company foreclosed on. At June 30, 2002, the allowance for credit losses stood at $2,559,000 compared to $2,109,000 at December 31, 2001, and $1,875,000 at June 30, 2001. The ratio of the allowance to total loans outstanding was 1.44%, 1.19% and 1.10%, respectively, at June 30, 2002, December 31, 2001, and June 30, 2001. 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 $1,535,000 at June 30, 2002. This represents .97% of total loans, compared to $2,373,000 or 1.34% at December 31, 2001, and $2,799,000 or 1.59% at June 30, 2001. The primary reason for the decrease during the period ended June 30, 2002, was the sale of foreclosed real estate and loans which reverted from non-accrual to accrual status. Non-accrual loans at June 30, 2002 totaled $812,000 of which $674,000 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 JUNE 30 DECEMBER 31 JUNE 30 (in thousands) 2002 2001 2001 Accruing loans past due 90 days or more $1 $79 $246 Non-accrual loans 812 1,254 1,773 Foreclosed real estate 722 1,040 780 --- ----- --- TOTAL $1,535 $2,373 $2,799 NON-INTEREST INCOME AND EXPENSES. Non-interest income for the three and six month periods ended June 30, 2002 increased $358,000 and $498,000, respectively, compared to the same periods in 2001. Service charges on deposit accounts increased $89,000 and $149,000 compared to the same three and six month periods in 2001, due primarily to the new customer overdraft protection program implemented mid 2001. Mortgage loan origination fees decreased $10,000 and $14,000 compared to the same periods in 2001. Gain on sale of foreclosed real estate was $158,000 and $141,000 for the three and six month periods ended June 30, 2002, compared to none for the same periods in 2001 due to the sale of two foreclosed properties. Other operating income for the three and six months ended June 30, 2002 increased $121,000 and $222,000, respectively, compared to the same period in 2001, 12 primarily due to income from operations on real estate owned and earnings on bank owned life insurance. Non-interest expense for the three and six months ended June 30, 2002 increased $114,000 and $125,000, respectively, compared to the same period in 2001. For the three-month period in 2002, salaries and benefits increased $21,000, occupancy expense increased $14,000, and other expenses increased $79,000, compared to the same period in 2001. The increase in salaries and benefits was primarily due to increased staffing levels. Increased maintenance costs were the reason for the increase in occupancy expense. Costs of $71,000 related to the operations on real estate owned, were the primary cause of the increase in other expense. For the six months ended June 30, 2002, salaries and benefits decreased $36,000, occupancy expense increased $14,000 due to maintenance costs, and other expenses increased $147,000 related primarily to operations on real estate owned. INCOME TAXES. The federal income tax provision for the six months ended June 30, 2002 was $716,000, a decrease of $74,000 compared to the same period in 2001. FINANCIAL CONDITION. Total assets were $249,773,000 at June 30, 2002, an increase of $6,156,000, or 2.5%, over year-end 2001. Loans were $177,172,000 at June 30, 2002, an increase of $5,689,000, or .3%, over year-end 2001. Total deposits were $218,601,000 at June 30, 2002, an increase of $3,957,000, or 1.8%, compared to December 31, 2001. LOANS. Loan detail by category as of June 30, 2002 and December 31, 2001 were as follows: June 30, December 31, 2002 2001 Commercial and industrial $57,908 $62,595 Agricultural 8,699 9,832 Real estate mortgage 97,138 91,714 Real estate construction 7,234 6,554 Installment 5,201 4,941 Credit cards and other 992 968 --- --- Total Loans 177,172 176,604 Allowance for credit losses (2,559) (2,109) ------ ------- Net Loans $174,613 $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 $25,219,000 at June 30, 2002, an increase of $1,705,000, or 7.3%, compared to December 31, 2001. The increase was due to net income and an increase in the fair value of securities available for sale. Book value per share increased to $10.12 at June 30, 2002 compared to $9.44 at December 31, 2001. Book value is calculated by dividing total equity capital by total shares outstanding. 13 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. 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 June 30, 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 NONE 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 June 30, 2002. 14 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: August 9, 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) The undersigned certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that the preceding Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained therein fairly presents, in all material respects, the financial condition and results of operations of Pacific Financial Corporation. /s/ Dennis A. Long /s/ John Van Dijk - ------------------------ --------------------------- Dennis A. Long John Van Dijk President Treasurer Chief Executive Officer August 13, 2002 August 13, 2002