UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) /X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2002 or / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (360) 533-8870 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share 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 periods that the Registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes__X___ No______ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined by Exchange Act Rule 12b-2). Yes [ ] No [X ] -1- The aggregate market value of the common stock held by non-affiliates of the registrant at June 28, 2002 (the last business day of the most recent second quarter), was $59,176,189. (based on the closing price on that date) The number of shares outstanding of each of the registrant's classes of common stock as of February 28, 2003, was: Title of Class Number of Shares Outstanding -------------- ---------------------------- Common Stock, $1.00 Par Value 2,512,659 shares DOCUMENTS INCORPORATED BY REFERENCE PART III of Form 10-K - The definitive Proxy Statement filed with the Securities and Exchange Commission in connection with Registrant's annual meeting to be held April 16, 2003 (only portions of which are incorporated by reference). -2- PACIFIC FINANCIAL CORPORATION ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 TABLE OF CONTENTS PART I Page Item 1. Business 4 Item 2. Properties 14 Item 3. Legal Proceedings 14 Item 4. Submission of Matters to a Vote of Security Holders 14 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 14 Item 6. Selected Financial Data 15 Item 7. Management's Discussion and Analysis of Financial 16 Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30 Item 8. Financial Statements and Supplementary Data 31 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 31 PART III Item 10. Directors and Executive Officers of the Registrant 31 Item 11. Executive Compensation 31 Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters 32 Item 13. Certain Relationships and Related Transactions 32 Item 14. Controls and Procedures 32 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 33 SIGNATURES AND CERTIFICATIONS 65 -3- PART I ITEM 1. Business Pacific Financial Corporation (the Company) is a financial holding company headquartered in Aberdeen, Washington. The Company owns one bank, Bank of the Pacific (Pacific or the Bank), which is located in Washington. The Company conducts its banking business through 10 branches located in communities throughout Grays Harbor County, Pacific County, and Wahkiakum County in Southwest Washington. At December 31, 2002, the Company had total consolidated assets of $268.5 million, loans of $185.5 million, and deposits of $225.2 million. The Company was incorporated in the State of Washington on February 12, 1997, pursuant to a holding company reorganization of the Bank. Although an SEC reporting company, the Company's stock is not listed on any exchange. 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 which may impede our ability to attract and retain borrowers, depositors and other customers; 2. changes in the interest rate environment resulting in reduced 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. continued downturns in the securities markets. 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. We undertake no obligation to update forward-looking statements. THE BANK Bank of the Pacific was organized in 1978 and opened for business in 1979 to meet the need for a regional community bank with local interests to serve the small to medium-sized local businesses and -4- professionals in the region. Services offered by the Bank include commercial loans, installment loans, real estate loans, residential mortgage loans and personal and business deposit products. The Bank originates loans primarily in its local markets. Its underwriting policies focus on assessment of each borrower's ability to service and repay the debt, and the availability of collateral that can be used to secure the loan. Depending on the nature of the borrower and the purpose and amount of the loan, the Bank's loans may be secured by a variety of collateral, including business assets, real estate, and personal assets. The Bank's commercial and agricultural loans consist primarily of secured revolving operating lines of credit and business term loans, some of which may be partially guaranteed by the Small Business Administration or the U.S. Department of Agriculture. Consumer installment loans and other loans represent a small percentage of total outstanding loans and include home equity loans, auto loans, boat loans, and personal lines of credit. The Bank's primary sources of deposits are from individuals and businesses in its local markets. A concerted effort has been made to attract deposits in the local market areas through competitive pricing and delivery of quality products. These products include demand accounts, negotiable order of withdrawal ("NOW") accounts, money market investment accounts, savings accounts, and time deposits. The Bank traditionally has not sought brokered deposits and does not intend to do so in the future. The Bank provides 24 hour online banking to its customers with access to account balances and transaction histories, plus an electronic check register to make account management and reconciliation simple. The online banking system is compatible with budgeting software like Intuit's Quicken or Microsoft's Money. In addition, the online banking system includes the ability to transfer funds, make loan payments, reorder checks, request statement reprints, provides loan calculators and allows for e-mail exchanges with The Bank. Also for a nominal fee, customers can request stop payments and pay an unlimited number of bills online. These services along with rate information and stock information can be accessed through the Bank's website at www.thebankofpacific.com. The Bank operates under the banking laws of the State of Washington and the rules and regulations of the Federal Deposit Insurance Corporation ("FDIC"). COMPETITION Competition in the banking industry is significant and has intensified as the regulatory environment has grown more permissive. Banks face a growing number of competitors and greater degree of competition with respect to the provision of banking services and the attracting of deposits. The Company competes in Grays Harbor County with well-established thrifts which are headquartered in the area along with branches of large banks and small community banks with headquarters outside the area. The Company competes with well-established branches of large banks, thrifts and credit unions in Pacific and Wahkiakum Counties. Other non-bank and non-depository institutions can be expected to increase competition further as they offer bank type products. The adoption of the Gramm-Leach-Bliley Act of 1999 (the Financial Services Modernization Act) in November of that year eliminated many of the barriers to affiliation among providers of financial services and further opened the door to business combinations involving banks, insurance companies, securities or brokerage firms, and others. This regulatory change has led to further consolidation in the financial services industry and the creation of financial conglomerates which frequently offer multiple financial services, including deposit services, brokerage and others. When combined with technological -5- developments such as the Internet that have reduced barriers to entry faced by companies physically located outside the Company's market area, changes in the market have resulted in increased competition and can be expected to result in further increases in competition in the future. Although it cannot guarantee that it will continue to do so, the Company has been able to maintain a competitive advantage as a result of its status as a local institution, offering products and services tailored to the needs of the community. Further, because of the extensive experience of management in its market area and the business contacts of management and the directors, management believes the Company can continue to compete effectively. According to the Market Share Report compiled by the FDIC, as of June 30, 2002, the Company held a deposit market share of 30% in Pacific County, 43.9% in Wahkiakum County and a 15.7% share in Grays Harbor County. EMPLOYEES As of December 31, 2002, the Bank employed 92 full time equivalent employees. Management believes relations with its employees are good. SUPERVISION AND REGULATION The following generally refers to certain significant statutes and regulations affecting the banking industry. This regulation is intended primarily for the protection of depositors and not for the benefit of the Company's shareholders. The following discussion is intended to provide a brief summary and, therefore, is not complete and is qualified by the statutes and regulations referenced. Changes in applicable laws or regulations may have a material effect on the business and prospects of the Company. The operations of the Company may also be affected by changes in the policies of banking and other government regulators. The Company cannot accurately predict the nature or extent of the effects on its business and earnings that fiscal or monetary policies, or new federal or state laws, may have in the future. THE COMPANY GENERAL As a financial holding company, the Company is subject to the Bank Holding Company Act of 1956, as amended, ("BHCA") which places the Company under the supervision of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Company must file annual reports with the Federal Reserve and must provide it with such additional information as it may require. In addition, the Federal Reserve periodically examines the Company and its subsidiaries, including the Bank. BANK HOLDING COMPANY REGULATION In general, the BHCA limits a bank holding company to owning or controlling banks and engaging in other banking-related activities. Bank holding companies must obtain the Federal Resserve approval before they: (1) acquire direct or indirect ownership or control of any voting shares of any bank that results in total ownership or control, directly or indirectly, of more than 5% of the voting shares of such bank; (2) merge or consolidate with another bank holding company; or (3) acquire substantially all of the assets of another bank or bank holding company. -6- Control of Nonbanks. With certain exceptions, the BHCA prohibits bank holding companies from acquiring direct or indirect ownership or control of more than 5% of the voting shares in any company that is not a bank or a bank holding company unless the Federal Reserve determines that the activities of such company are incidental or closely related to the business of banking. If a bank holding company is well-capitalized and meets certain criteria specified by the FRB, it may engage de novo in certain permissible nonbanking activities without prior Federal Reserve approval. Control Transactions. The Change in Bank Control Act of 1978, as amended, requires a person (or group of persons acting in concert) acquiring "control" of a bank holding company to provide the Federal Reserve with 60 days' prior written notice of the proposed acquisition. Following receipt of this notice, the Federal Reserve has 60 days within which to issue a notice disapproving the proposed acquisition, but the Federal Reserve may extend this time period for up to another 30 days. An acquisition may be completed before expiration of the disapproval period if the Federal Reserve issues written notice of its intent not to disapprove the transaction. In addition, any "company" must obtain the Federal Reserve approval before acquiring 25% (5% if the "company" is a bank holding company) or more of the outstanding shares or otherwise obtaining control over the Company. FINANCIAL SERVICES MODERNIZATION ACT On November 12, 1999, the Financial Services Modernization Act was signed into law. The Financial Services Modernization Act repeals the two affiliation provisions of the Glass-Steagall Act: Section 20, which restricted the affiliation of Federal Reserve member banks with firms "engaged principally" in specified securities activities; and Section 32, which restricts officer, director, or employee interlocks between a member bank and any company or person "primarily engaged" in specified securities activities. In addition, the Financial Services Modernization Act contains provisions that expressly preempt any state law restricting the establishment of financial affiliations, primarily related to insurance. The general effect of the law is to establish a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms, and other financial service providers by revising and expanding the bank holding company framework to permit a holding company system to engage in a full range of financial activities through a new entity known as a financial holding company. The Company received approval to become a financial holding company during 2000. Bank holding companies that elect to become a financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or are incidental or complementary to activities that are financial in nature. "Financial in nature" activities include securities underwriting, dealing, and market marking, sponsoring mutual funds and investment companies, insurance underwriting and agency, merchant banking, and activities that the Federal Reserve, in consultation with the Secretary of Treasury, determines from time to time to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In December 2000, the Federal Reserve approved an interim rule defining the three categories of activities financial in nature or incidental to a financial activity: o lending, exchanging, transferring, investing for others, or safeguarding financial assets other than money or securities; o providing any device or other instrumentality for transferring money or other financial assets; or o arranging, effecting or facilitating financial transactions for the account of third parties. -7- The law also: o broadens the activities that may be conducted by national banks, banking subsidiaries of bank holding companies, and their financial subsidiaries; o provides an enhanced framework for protecting the privacy of consumer information; o adopts a number of provisions related to the capitalization, membership, corporate governance, and other measures designed to modernize the Federal Home Loan Bank system; o modifies the laws governing the implementation of the Community Reinvestment Act; and o addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions. The Company does not believe that the Financial Services Modernization Act will have a material adverse effect on its operations in the near-term. However, to the extent that the legislation permits banks, securities firms, and insurance companies to affiliate, the financial services industry may experience further consolidation. The Financial Services Modernization Act is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis. Nevertheless, this legislation may have the result of increasing the amount of competition that the Company faces from larger institutions and other types of companies with substantially greater resources than the Company and offering a wider variety of financial products than the Bank currently offers. PRIVACY RULES. The Financial Services Modernization Act required federal banking regulators to adopt rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. Regulations were adopted in 2000 and became effective November 13, 2000, although compliance was optional until July 1, 2001. Adopted regulations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of personal information. We have implemented procedures to comply with these rules and believe that compliance has not had an adverse effect on operations. INSURANCE PRODUCTS. In December 2000 pursuant to the requirements of the Financial Services Modernization Act, the federal bank and thrift regulatory agencies adopted consumer protection rules for the sale of insurance products by depository institutions. The rule was effective on April 1, 2001. The final rule applies to any depository institution or any person selling, soliciting, advertising, or offering insurance products or annuities to a consumer at an office of the institution or on behalf of the institution. The regulation requires oral and written disclosure before the completion of the sale of an insurance product that such product: o is not a deposit or other obligation of, or guaranteed by, the depository institution or its affiliate; o is not insured by the FDIC or any other agency of the United States, the depository institution or its affiliated; and o has certain risks of investment, including the possible loss of value. The depository institution may not condition as extension of credit on the consumer's purchase of an insurance product or annuity from the depository institution or from any of its affiliates, or on the consumer's agreement not to obtain, or a prohibition on the consumer from obtaining, an insurance product or annuity from an unaffiliated entity. Furthermore, to the extent practicable, a depository institution must keep -8- insurance and annuity sales activities physically segregated from the areas where retail deposits are routinely accepted from the general public. Finally, the rule addresses cross marketing and referral fees. INFORMATION SECURITY. In January 2000, the banking agencies adopted guidelines requiring financial institutions to establish an information security program to: o identify and assess the risks that may threaten customer information; o develop a written plan containing policies and procedures to manage and control these risks; o implement and test the plan; and o adjust the plan on a continuing basis to account for changes in technology, the sensitivity of customer information and internal or external threats to information security. Each institution may implement a security program appropriate to its size and complexity and the nature and scope of its operations. The guidelines were effective July 1, 2001. The Company believes that it is in compliance with the guidelines and that they will not adversely affect its operations. USA PATRIOT ACT OF 2001 On October 26, 2001, President Bush signed the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism ("USA Patriot Act") of 2001. Among other things, the USA Patriot Act (1) prohibits banks from providing correspondent accounts directly to foreign shell banks; (2) imposes due diligence requirements on banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; (3) requires financial institutions to establish an anti-money-laundering compliance program, and (4) eliminates civil liability for persons who file suspicious activity reports. The Act also increases governmental powers to investigate terrorism, including expanded government access to account records. The Department of the Treasury is empowered to administer and make rules to implement the Act. We do not believe that compliance with the USA Patriot Act has had a material effect on our business and operations. SARBANES-OXLEY ACT OF 2002 The Sarbanes-Oxley Act of 2002 was signed into law by President Bush on July 30, 2002 in response to public concerns regarding corporate accountability in connection with the recent accounting scandals at various large publicly traded companies. The stated goals of the act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the Securities and Exchange Commission ("SEC"), under the Securities Exchange Act of 1934 ("Exchange Act"). The Sarbanes-Oxley Act includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues by the SEC and the Comptroller General. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees. -9- The Sarbanes-Oxley Act addresses, among other matters, (1) board audit committees; (2) certification of Exchange Act reports by the chief executive officer and the chief financial officer; (3) the forfeiture of bonuses or other incentive-based compensation and securities trading profits by directors and executive officers in the twelve-month period following initial publication of any financial statements that later require restatement; (4) disclosure of off-balance sheet transactions; (5) expedited reporting of stock transactions by insiders; (6) disclosure of a code of ethics, if any, and changes or waivers of such code; (7) the formation of a Public Company Accounting Oversight Board; (8) auditor independence; and (9) increased criminal penalties for violations of securities laws. Provisions of the Sarbanes-Oxley Act become effective at various times during the 18 months beginning July 30, 2002. The SEC has been delegated the task of adopting rules to implement various provisions, including disclosure in periodic filings pursuant to the Exchange Act. While we believe the Sarbanes-Oxley Act may, to some degree, affect our reporting expenses, we do not believe that the Act will have a material adverse effect on our business and operations. TRANSACTIONS WITH AFFILIATES The Company and the Bank are deemed affiliates within the meaning of the Federal Reserve Act, and transactions between affiliates are subject to certain restrictions. Accordingly, the Company and the Bank must comply with Sections 23A and 23B of the Federal Reserve Act. Generally, Sections 23A and 23B (1) limit the extent to which a financial institution or its subsidiaries may engage in "covered transactions" with an affiliate, as defined, to an amount equal to 10% of such institution's capital and surplus and an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital and surplus, and (2) require all transactions with an affiliate, whether or not "covered transactions," to be on terms substantially the same, or at least as favorable to the institution or subsidiary, as those provided to a non-affiliate. The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and other similar types of transactions. REGULATION OF MANAGEMENT Federal law (1) sets forth the circumstances under which officers or directors of a financial institution may be removed by the institution's federal supervisory agency; (2) places restraints on lending by an institution to its executive officers, directors, principal stockholders, and their related interests; and (3) prohibits management personnel from serving as a director or in other management positions with another financial institution which has assets exceeding a specified amount or which has an office within a specified geographic area. TIE-IN ARRANGEMENTS The Company and the Bank cannot engage in certain tie-in arrangements in connection with any extension of credit, sale or lease of property or furnishing of services. For example, with certain exceptions, neither the Company nor the Bank may condition an extension of credit to a customer on either (1) a requirement that the customer obtain additional services provided by it or (2) an agreement by the customer to refrain from obtaining other services from a competitor. The Federal Reserve has adopted amendments to its anti-tying rules that: (1) removed Federal Reserve-imposed anti-tying restrictions on bank holding companies and their non-bank subsidiaries; (2) allow banks greater flexibility to package products with their affiliates; and (3) establish a safe harbor from the tying restrictions for certain foreign transactions. These amendments were designed to enhance competition -10- in banking and nonbanking products and to allow banks and their affiliates to provide more efficient, lower cost services to their customers. SOURCE OF STRENGTH REQUIREMENTS Under Federal Reserve policy, the Company is expected to act as a source of financial and managerial strength to the Bank. This means that the Company is required to commit, as necessary, resources to support the Bank. Any capital loans made by the Company to the Bank would be subordinate in priority to deposits and to certain other indebtedness of the Bank. STATE LAW RESTRICTIONS As a Washington business corporation, the Company may be subject to certain limitations and restrictions as provided under applicable Washington corporate law. In addition, Washington banking law restricts and governs certain activities of the Bank. THE BANK GENERAL The Bank, as an FDIC insured institution, is subject to regulation and examination by the FDIC and the State of Washington. The federal laws that apply to the Bank regulate, among other things, the scope of its business, its investments, its reserves against deposits, the timing of the availability of deposited funds and the nature and amount of and collateral for loans. CRA. The Community Reinvestment Act (the "CRA") requires that, in connection with examinations of financial institutions within their jurisdiction, the FDIC evaluate the record of the financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of those banks. These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. In connection with the FDIC's assessment of the record of financial institutions under the CRA, it assigns a rating of either, "outstanding," "satisfactory," "needs to improve," or "substantial noncompliance" following an examination. The Bank received a CRA rating of "outstanding" during its most recent examination. INSIDER CREDIT TRANSACTIONS. Banks are also subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to executive officers, directors, principal shareholders, or any related interests of such persons. Extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, and follow credit underwriting procedures that are not less stringent than those prevailing at the time for comparable transactions with persons not covered above and who are not employees and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. Banks are also subject to certain lending limits and restrictions on overdrafts to such persons. A violation of these restrictions may result in the assessment of substantial civil monetary penalties on the affected bank or any officer, director, employee, agent, or other person participating in the conduct of the affairs of that bank, the imposition of a cease and desist order, and other regulatory sanctions. FDICIA. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), each federal banking agency has prescribed, by regulation, noncapital safety and soundness standards for institutions under its authority. These standards cover internal controls, information systems, and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, such other operational and managerial standards as the agency -11- determines to be appropriate, and standards for asset quality, earnings and stock valuation. An institution which fails to meet these standards must develop a plan acceptable to the agency, specifying the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. Management believes that the Bank meets all such standards, and therefore, does not believe that these regulatory standards will materially affect the Company's business operations. INTERSTATE BANKING AND BRANCHING The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act") permits nationwide interstate banking and branching under certain circumstances. This legislation generally authorizes interstate branching and relaxes federal law restrictions on interstate banking. Currently, bank holding companies may purchase banks in any state, and states may not prohibit such purchases. Additionally, banks are permitted to merge with banks in other states as long as the home state of neither merging bank has "opted out." The Interstate Act requires regulators to consult with community organizations before permitting an interstate institution to close a branch in a low-income area. With regard to interstate bank mergers, Washington has "opted in" to the Interstate Act and allows in-state banks to merge with out-of-state banks subject to certain aging requirements. Washington law generally authorizes the acquisition of an in-state bank by an out-of-state bank through merger with a Washington financial institution that has been in existence for at least 5 years prior to the acquisition. With regard to interstate bank branching, out-of-state banks that do not already operate a branch in Washington may not establish de novo branches in Washington or establish and operate a branch by acquiring a branch in Washington. Under FDIC regulations, banks are prohibited from using their interstate branches primarily for deposit production. The FDIC has accordingly implemented a loan-to-deposit ratio screen to ensure compliance with this prohibition. DEPOSIT INSURANCE The deposits of the Bank are currently insured to a maximum of $100,000 per depositor through the Bank Insurance Fund ("BIF") administered by the FDIC. All insured banks are required to pay semi-annual deposit insurance premium assessments to the FDIC. FDICIA included provisions to reform the Federal deposit insurance system, including the implementation of risk-based deposit insurance premiums. FDICIA also permits the FDIC to make special assessments on insured depository institutions in amounts determined by the FDIC to be necessary to give it adequate assessment income to repay amounts borrowed from the U.S. Treasury and other sources, or for any other purpose the FDIC deems necessary. The FDIC has implemented a risk-based insurance premium system under which banks are assessed insurance premiums based on how much risk they present to the BIF. Banks with higher levels of capital and a low degree of supervisory concern are assessed lower premiums than banks with lower levels of capital or a higher degree of supervisory concern. The FDIC has indicated that deposit premiums will likely increase in 2003. DIVIDENDS The principal source of the Company's cash revenues is dividends received from the Bank. The payment of dividends is subject to government regulation, in that regulatory authorities may prohibit banks and bank holding companies from paying dividends in a manner that would constitute an unsafe or unsound banking practice. In addition, a bank may not pay cash dividends if that payment could reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital -12- requirements. Other than the laws and regulations noted above, which apply to all banks and bank holding companies, neither the Company nor the Bank are currently subject to any regulatory restrictions on their dividends. Under applicable restrictions, as of December 31, 2002, the Bank could declare dividends totaling $3,955,000 without obtaining prior regulatory approval. CAPITAL ADEQUACY Federal bank regulatory agencies use capital adequacy guidelines in the examination and regulation of bank holding companies and banks. If capital falls below minimum guideline levels, the holding company or bank may be denied approval to acquire or establish additional banks or non-bank businesses or to open new facilities. The FDIC and Federal Reserve use risk-based capital guidelines for banks and bank holding companies. These are designed to make such capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items. The guidelines are minimums, and the Federal Reserve has noted that bank holding companies contemplating significant expansion programs should not allow expansion to diminish their capital ratios and should maintain ratios well in excess of the minimum. The current guidelines require all bank holding companies and federally-regulated banks to maintain a minimum risk-based total capital ratio equal to 8%, of which at least 4% must be Tier I capital. Tier I capital for bank holding companies includes common shareholders' equity, certain qualifying perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less intangibles except as described above and accumulated other comprehensive income (loss). The Federal Reserve also employs a leverage ratio, which is Tier I capital as a percentage of total assets less intangibles, to be used as a supplement to risk-based guidelines. The principal objective of the leverage ratio is to constrain the maximum degree to which a bank holding company may leverage its equity capital base. The Federal Reserve requires a minimum leverage ratio of 3%. However, for all but the most highly rated bank holding companies and for bank holding companies seeking to expand, the Federal Reserve expects an additional cushion of at least 1% to 2%. FDICIA created a statutory framework of supervisory actions indexed to the capital level of the individual institution. Under regulations adopted by the FDIC, an institution is assigned to one of five capital categories depending on its total risk-based capital ratio, Tier I risk-based capital ratio, and leverage ratio, together with certain subjective factors. Institutions which are deemed to be "undercapitalized" depending on the category to which they are assigned are subject to certain mandatory supervisory corrective actions. The Company does not believe that these regulations have any material effect on its operations. EFFECTS OF GOVERNMENT MONETARY POLICY The earnings and growth of the Company are affected not only by general economic conditions, but also by the fiscal and monetary policies of the federal government, particularly the Federal Reserve. The Federal Reserve can and does implement national monetary policy for such purposes as curbing inflation and combating recession, but its open market operations in U.S. government securities, control of the discount rate applicable to borrowings from the Federal Reserve, and establishment of reserve requirements against certain deposits, influence the growth of bank loans, investments and deposits, and also affect interest rates charged on loans or paid on deposits. The nature and impact of future changes in monetary policies and their impact on the Company and the Bank cannot be predicted with certainty. -13- ITEM 2. PROPERTIES The Company's administrative offices are located in Aberdeen, Washington. The building located at 300 East Market Street is owned by the Bank and houses the main branch and the administrative and operations offices of the Bank and the Company. The Bank completed construction and occupied the building in December of 1979. There are nine branches in addition to the main office owned by Pacific. Pacific owns the building and land occupied by its Hoquiam, Ocean Shores, Pacific Beach, and Montesano branches. Pacific also owns the land and building located at 1007 South Pacific Highway, Long Beach, Washington, which houses the Long Beach branch and the data processing operations of Pacific. Pacific owns the land and buildings occupied by the Ocean Park, Ilwaco, Naselle, and Cathlamet offices. In addition to the land and buildings owned by Pacific, it also owns all of its furniture, fixtures and equipment including data processing equipment. At December 31, 2002, the net book value of the Company's premises and equipment was $3.8 million. ITEM 3. LEGAL PROCEEDINGS The Company and the Bank from time to time are party to various legal proceedings arising in the ordinary course of their business. Management believes that there are no threatened or pending proceedings against the Company or the Bank which, if determined adversely, would have a material effect on its business or financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders in the fourth quarter of 2002. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS No broker makes a market in the Company's common stock, and trading has not otherwise been extensive. The trades that have occurred cannot be characterized as amounting to an established public trading market. The Company's common stock is traded by individuals on a personal basis and is not listed on any exchange or traded on the over-the-counter market, and the prices reported reflect only the transactions known to Company management. Because only limited information is available, the following data may not accurately reflect the actual market value of the Company's common stock. The following data includes trades between individual investors, as reported to the Company as its own transfer agent. 2002 2001 Shares Traded High Low Shares Traded High Low First Quarter 7,399 $ 25 $ 23 5,012 $ 25 $ 23 Second Quarter 9,265 $ 24 $ 22 12,341 $ 25 $ 21 Third Quarter 36,554 $ 24 $ 21 27,166 $ 24 $ 23 Fourth Quarter 10,106 $ 25 $ 24 7,691 $ 25 $ 23 -14- As of December 31, 2002, there were approximately 1,024 stockholders of record of the Company's common stock. The Company's Board of Directors declared dividends on its common stock in December 2002 and 2001 in the amounts per share of $1.35 and $1.32, respectively. The Board of Directors has adopted a dividend policy which is reviewed annually. Payment of dividends is subject to regulatory limitations. Under federal banking law, the payment of dividends by the Company and the Bank is subject to capital adequacy requirements established by the Federal Reserve and the FDIC. Under Washington general corporate law as it applies to the Company, no cash dividend may be declared or paid if, after giving effect to the dividend, the Company is insolvent or its liabilities exceed its assets. Payment of dividends on the Common Stock is also affected by statutory limitations, which restrict the ability of the Bank to pay upstream dividends to the Company. Under Washington banking law as it applies to the Bank, no dividend may be declared or paid in an amount greater than net profits then available, and after a portion of such net profits have been added to the surplus funds of the Bank. ITEM 6. SELECTED FINANCIAL DATA The following table sets forth certain selected consolidated financial data of the Company at and for the years ended December 31: 2002 2001 2000 1999 1998 ------------------------------------------------------------------- ($ in thousands, except per share data) OPERATIONS DATA Net interest income $ 11,788 $ 11,572 $ 11,675 $ 11,430 $ 11,100 Provision for credit losses 954 580 635 60 110 Noninterest income 2,059 1,529 1,217 1,255 1,281 Noninterest expense 7,414 7,193 7,530 7,011 6,687 Provision for income taxes 1,563 1,521 1,424 1,692 1,590 Net income 3,916 3,807 3,303 3,922 3,994 Net income per share: Basic 1.57 1.53 1.33 1.60(1) 1.64(1) Diluted 1.56 1.52 1.31 1.59(1) 1.61(1) Dividends declared 3,392 3,289 3,204 3,105 2,379 Dividends declared per share 1.35 1.32 1.28 1.25(1) .97(1) Dividends paid ratio 87% 86% 97% 79% 60% (1) Restated to reflect the 5 for 1 stock split effected in July 2000. PERFORMANCE RATIOS Net interest margin 5.05% 5.16% 5.14% 5.10% 5.37% Efficiency ratio 53.54% 54.90% 58.41% 55.27% 54.01% Return on average assets 1.54% 1.55% 1.34% 1.64% 1.80% Return on average equity 15.81% 15.57% 14.95% 17.26% 18.57% BALANCE SHEET DATA Total assets $ 268,534 243,617 253,313 242,189 236,364 Loans, net 183,031 174,495 175,142 150,734 145,416 Total deposits 225,254 214,644 213,511 206,139 210,650 Other borrowings 12,800 -0- 11,358 9,675 86 -15- Shareholders' equity 24,683 23,514 22,743 21,438 21,485 Book value per share 9.82 9.44 9.09 8.63(1) 8.79(1) Equity to assets ratio 9.19% 9.65% 8.98% 8.85% 9.09% (1) Restated to reflect the 5 for 1 stock split effected in July 2000. ASSET QUALITY RATIOS Nonperforming loans to total loans 1.00% .71% 1.93% 0.21% 0.01% Allowance for loan losses to total loans 1.33% 1.19% 1.14% 1.26% 1.27% Allowance for loan losses to nonperforming loans 132.67% 168.18% 59.24% 612.69% 12426.67% Nonperforming assets to total assets .69% .51% 1.35% 0.13% 0.06% ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Years ended December 31, 2002, 2001, and 2000 General. The Company's net income for 2002 was $3,916,000, a 2.9% increase compared to $3,807,000 in 2001, and an increase of 18.6% from $3,303,000 in 2000. Basic earnings per share were $1.57, $1.53, and $1.33 for 2002, 2001, and 2000, respectively. Return on average assets was 1.54%, 1.55%, and 1.34% in 2002, 2001, and 2000 respectively. Return on average equity was 15.81%, 15.57%, and 14.95%, respectively, in 2002, 2001, and 2000. The following table presents condensed consolidated statements of income for the Company for each of the years in the three-year period ended December 31, 2002. Increase Increase (Decrease) (Decrease) (Dollars in thousands) 2002 Amount % 2001 Amount % 2000 --------------------------------------------------------------------------------------------------------------------------- Interest income $ 15,779 $(2,323) (12.8) $18,102 $(2,170) (10.7) $20,272 Interest expense 3,991 (2,539) (38.9) 6,530 (2,067) (24.0) 8,597 Net interest income 11,788 216 1.9 11,572 (103) (.9) 11,675 Provision for credit losses 954 374 64.5 580 (55) (8.7) 635 Net interest income after provision for credit losses 10,834 (158) (1.4) 10,992 (48) (.4) 11,040 Other operating income 2,059 530 34.7 1,529 312 25.6 1,217 Other operating expense 7,414 221 3.1 7,193 (337) (4.5) 7,530 Income before income taxes 5,479 151 2.8 5,328 601 12.7 4,727 Income taxes 1,563 42 2.8 1,521 97 6.8 1,424 Net income 3,916 109 2.9 3,807 504 15.3 3,303 NET INTEREST INCOME. The Company derives the majority of its earnings from net interest income, which is the difference between interest income earned on interest earning assets and interest expense incurred on interest bearing liabilities. The following table sets forth information with regard to average balances of the interest earning assets and interest bearing liabilities and the resultant yields or cost, net interest income, and the net interest margin. -16- Year Ended December 31, 2002 2001 2000 ---- ---- ---- Interest Interest Interest Average Income Avg Average Income Avg Average Income Avg Balance (Expense) Rate Balance (Expense) Rate Balance (Expense) Rate ------- -------------- ------- --------- ---- ------- --------- ---- Assets (dollars in thousands) Earning assets: Loans $ 178,765 $ 13,212* 6.95% $170,628 $ 15,032* 8.81% $165,834 $ 16,500* 9.95% Investment Securities: Taxable 32,991 1,541 4.67% 27,360 1,638 5.99% 45,857 2,812 6.13% Tax-Exempt 14,510 1,165* 8.03% 15,042 1,225* 8.14% 13,187 1,007* 7.64% Total investment securities 47,501 2,706 5.70% 42,402 2,863 6.75% 59,044 3,819 6.47% Federal Home Loan Bank Stock 3,102 186 6.01% 3,657 251 6.86% 3,450 223 6.43% Federal funds sold and deposits in banks 5,644 107 1.90% 11,339 410 3.61% 2,258 148 6.55% Total earning assets/interest income $ 235,013 $ 16,211 6.90% $228,026 $ 18,556 8.14% $230,586 $ 20,690 8.97% Cash and due from banks 8,331 8,448 8,599 Bank premises and equipment (net) 3,930 4,104 3,728 Other assets 9,552 6,822 5,447 Allowance for credit losses (2,515) (1,912) (1,997) Total assets $254,310 $245,488 $246,548 Liabilities and Shareholders' Equity Interest bearing liabilities: Deposits: Savings and interest- bearing demand $104,111 $ (1,080) 1.04% $105,846 $ (2,395) 2.26% $109,266 $ (4,483) 4.10% Time 79,664 (2,667) 3.35% 75,819 (3,945) 5.20% 68,516 (3,537) 5.16% Total deposits 183,775 (3,747) 2.04% 181,665 (6,340) 3.49% 177,782 (8,020) 4.51% Short-term borrowings 174 (4) 2.48% 3,065 (190) 6.20% 8,876 (577) 6.50% Long-term borrowings 6,548 (240) 3.67% ---- ---- ---- ---- ---- ---- Total interest-bearing liabilities/ Interest expense $190,497 $ (3,991) 2.10% $184,730 $ (6,530) 3.53% $186,658 $ (8,597) 4.61% Demand deposits 36,180 33,419 34,343 Other liabilities 2,867 2,888 3,457 Shareholders' equity 24,766 24,451 22,090 Total liabilities and shareholders' equity $254,310 $245,488 $239,513 Net interest income $ 12,220* $ 12,026* $ 12,093* Net interest income as a percentage of average earning assets Interest income 6.90% 8.14% 8.97% Interest expense 1.72% 2.86% 3.73% Net interest income 5.18% 5.28% 5.24% * Tax equivalent basis - 34% tax rate used Nonaccrual loans are included in "loans." Interest income on loans include loan fees of $778,605, $708,270, and $822,516 in 2002, 2001, and 2000, respectively. For purposes of computing the average yield, the Company used historical cost balances which do not give effect to changes in fair value that are reflected as a component of shareholders' equity. Net interest income increased 1.9% to $11,788,000 in 2002 compared to 2001. The increase is primarily the result of a decreased interest rate environment. The Company's interest income decreased 12.8% to $15,779,000 in 2002 from $18,102,000 in 2001. This decrease, also due to declining interest rates, was -17- substantially offset by a 38.9% decrease in interest expense from $6,530,000 in 2001 to $3,991,000 in 2002. Net interest income decreased .9% to $11,572,000 in 2001 compared to 2000. The decrease is also primarily the result of a decreased interest rate environment. The Company's interest income decreased 10.7% to $18,102,000 in 2001 from $20,272,000 in 2000. This decrease, also due to decreasing interest rates, was substantially offset by a 24% decrease in interest expense from $8,597,000 in 2000 to $6,530,000 in 2001. The Company's average loan portfolio increased $8,137,000, or 4.8%, from 2001, and increased $4,794,000 or 2.9% in 2001 from 2000. A large portion of the Company's loan portfolio rates are tied to variable rate indexes. Given the unprecedented drop in rates experienced in 2001 and the 50 basis point drop in prime rate in 2002, the decrease in rates overshadowed the growth in the portfolio, causing a decline in interest income earned. The Company's average investment portfolio increased $5,099,000 or 12% from 2001. These investments, along with the proceeds from long-term borrowings during the third quarter of 2002, were invested in various long-term investment products. This resulted in an increase in earnings on the investment portfolio due to the change in yield earned on long-term products versus short-term products. The Company's average investment portfolio decreased $16,642,000, or 28.2% during 2001 from 2000. The changes in 2001 were primarily in U.S. Government agency securities due to call options being exercised by the issuers. Proceeds from the portfolio decrease were used to decrease short term borrowings during 2001. The Company's average deposits increased $2,110,000 or 1.2% from 2001, and increased $3,883,000 or 2.2% in 2001 from 2000. Along with the increase in average deposits, the Company was able to reprice its deposit offerings to current market rates more quickly than loans repriced, yielding a decrease in interest expense. The Company increased its average borrowings during 2002 by $3,657,000 or 119.3%. These borrowings consist of advances from the Federal Home Loan Bank of Seattle. The proceeds were used to fund loan growth and for investment purposes. The Company decreased its average borrowings during 2001 by $5,811,000 or 65.5%. Net interest margins were 5.05%, 5.16%, and 5.14% for the years ended December 31, 2002, 2001, and 2000, respectively. The following table presents changes in net interest income attributable to changes in volume or rate. Changes not solely due to volume or rate are allocated to volume and rate based on the absolute values of each. 2002 compared to 2001 2001 compared to 2000 Increase (decrease) due to Increase (decrease) due to (dollars in thousands) Volume Rate Net Volume Rate Net ------ ---- --- ------ ---- --- Interest earned on: Loans $690 $(2,510) $(1,820) $466 $(1,934) $(1,468) Securities: Taxable 301 (398) (97) (1,109) (65) (1,174) Tax-exempt (43) (17) (60) 148 70 218 Total securities 258 (415) (157) (961) 5 (956) Federal Home Loan Bank Stock (35) (30) (65) 14 15 29 -18- Fed funds sold and interest bearing deposits in other banks (156) (147) (303) 354 (93) 261 Total interest earning assets 757 (3,102) (2,345) (127) (2,007) (2,134) Interest paid on: Savings and interest bearing demand deposits 39 1,276 1,315 (136) (1,952) (2,088) Time deposits (191) 1,469 1,278 380 28 408 Other borrowings (157) 103 (54) (362) (25) (387) Total interest bearing liabilities (309) 2,848 2,539 (118) (1,949) (2,067) Change in net interest income 448 (254) (194) (9) (58) (67) Non-Interest Income. Non-interest income was $2,059,000 for 2002, an increase of $530,000 or 34.7% from 2001 when it totaled $1,529,000. The 2001 amount was an increase of $312,000 or 25.6% compared to the 2000 total of $1,217,000. In 2002, service charges on deposit accounts increased $241,000 or 29.1% to a total of $1,069,000 compared to $828,000 in 2001. The 2001 total was up $151,000 or 22.3% compared to the 2000 total of $677,000. During the second half of 2001, a new customer overdraft protection program was implemented which contributed to the increase in service charges on deposit accounts during both 2001 and 2002. Income from sources other than service charges on deposit accounts totaled $987,000 in 2002, an increase of $318,000 from 2001, or 47.4%. The primary reason for the increase was income from foreclosed real estate, which totaled $132,000. In addition, during 2002, the Bank sold two parcels of foreclosed real estate and realized a profit on sale of $160,000. The properties consisted of a motel and a medical care facility. Other major components of non-interest income were credit card income and bank owned life insurance income. Additional bank owned life insurance was purchased during fourth quarter 2001 which resulted in higher earnings during 2002. Income from other sources for 2001 was $669,000, an increase of $138,000 or 26% compared to 2000, primarily due to collecting operating revenues from a motel that was brought into foreclosed real estate. The following table represents the principal categories of non-interest income for each of the years in the three-year period ended December 31, 2002. Increase Increase (Decrease) (Decrease) (Dollars in thousands) 2002 Amount % 2001 Amount % 2000 --------------------------------------------------------------------------------------------------------------------------- Service charges on deposit accounts $1,069 $241 29.1% $828 $151 22.3% $677 Mortgage broker fees 3 (29) (90.6)% 32 23 255.0% 9 Net gain on sale of securities --- --- --- --- --- --- --- Other operating income 987 318 47.5% 669 138 26.0% 531 Total non-interest income 2,059 530 34.7% 1,529 312 25.6% 1,217 Non-Interest Expense. Total non-interest expense was $7,414,000, an increase of $221,000 or 3.1% compared to $7,193,000 in 2001. In 2001 non-interest expense decreased $337,000 or 4.5% compared to $7,530,000 in 2000. Salary and employee benefits increased by $138,000, or 3.4%, in 2002 to $4,196,000 and decreased by $77,000, or 1.9%, in 2001. The increase in 2002 was primarily due to addition of staff and normal merit -19- increases. The primary reason for the decrease in 2001 was the retirement of the Company's Chief Executive Officer, Robert Worrell. Occupancy and equipment expense increased $21,000 or 2.2% in 2002 and decreased $176,000 or 15.5% in 2001. The increase in 2002 was due to costs associated with maintenance of buildings, equipment, utilities and property taxes. The 2001 decrease was the result of a decline in equipment maintenance expense and reduced equipment depreciation expense. Other expense increased $62,000 or 2.9% in 2002 compared to a decrease of $84,000 or 3.7% in 2001 over 2000. The increase in 2002 is due to an increase in advertising expense of $30,000, professional fees of $35,000 and data processing cost of $47,000, which offset decreases in legal expense of $33,000, travel expenses $10,000 and loan collection expense of $22,000. The decrease in 2001 is related primarily to lower advertising expense of $20,000, non-recurring deferred director fees of $160,000 paid in 2000, decreased insurance expense of $26,000 and an increase in foreclosed real estate expenses of $127,000 primarily due to the operations of a motel. The following table represents the principal categories of non-interest expense for each of the years in the three-year period ended December 31, 2002. Increase Increase (Decrease) (Decrease) (Dollars in thousands) 2002 Amount % 2001 Amount % 2000 --------------------------------------------------------------------------------------------------------------------------- Salaries and employee benefits $ 4,196 $ 138 3.4% $4,058 $ (77) (1.9%) $4,135 Occupancy and equipment 984 21 2.2% 963 (176) (15.5%) 1,139 Other expense 2,234 62 2.9% 2,172 (84) (3.7%) 2,256 Total non-interest expense $ 7,414 $ 221 3.1% $7,193 $ (337) (4.5%) $7,530 CRITICAL ACCOUNTING POLICY: The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The financial information contained within these statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Based on its evaluation of accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policy as related to the allowance for loan losses. The Company's allowance for credit loss methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan losses that management believes is appropriate at each reporting date. Quantitative factors include the Company's historical loss experience, delinquency and charge-off trends, collateral values, changes in nonperforming loans, and other factors. Quantitative factors also incorporate known information about individual loans, including borrowers' sensitivity to interest rate movements. Qualitative factors include the general economic environment in the Company's markets, including economic conditions and, in particular, the state of certain industries. Size and complexity of individual credits in relation to loan structure, existing loan policies and pace of portfolio growth are other qualitative factors that are considered in the methodology. As the Company adds new products and increases the complexity of its loan portfolio, it intends to enhance its methodology accordingly. A materially different amount could be reported for the provision for loan losses in the statement of operations to change the allowance for loan losses if management's assessment of the above factors were different. This discussion and analysis should be read in conjunction with the Company's financial statements and the accompanying notes presented elsewhere herein, as well as the portion of this Management's Discussion and Analysis section entitled "Lending - Allowance and -20- Provision for Credit Losses". Although management believes the levels of the allowance as of both December 31, 2002 and 2001 were adequate to absorb losses inherent in the loan portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot reasonably be predicted at this time. ASSET AND LIABILITY MANAGEMENT The largest component of the Company's earnings is net interest income. Interest income and interest expense are affected by general economic conditions, competition in the market place, market interest rates and repricing and maturity characteristics of the Company's assets and liabilities. Exposure to interest rate risk is primarily a function of differences between the maturity and repricing schedules of assets (principally loans and investment securities) and liabilities (principally deposits). Assets and liabilities are described as interest sensitive for a given period of time when they mature or can reprice within that period. The difference between the amount of interest sensitive assets and interest sensitive liabilities is referred to as the interest sensitive "GAP" for any given period. The "GAP" may be either positive or negative. If positive, more assets reprice than liabilities. If negative, the reverse is true. Certain shortcomings are inherent in the interest sensitivity "GAP" method of analysis. Complexities such as prepayment risk and customer responses to interest rate changes are not taken into account in the "GAP" analysis. Accordingly, management also utilizes a net interest income simulation model to measure interest rate sensitivity. Simulation modeling gives a broader view of net interest income variability, by providing various rate shock exposure estimates. Management regularly reviews the interest rate risk position and provides measurement reports to the Board of Directors. The following table shows the dollar amount of interest sensitive assets and interest sensitive liabilities at December 31, 2002 and differences between them for the maturity or repricing periods indicated. Due after Due in one one through Due after (dollars in thousands) year or less five years five years Total ------------------------------------------------------------------------------------------------------------------------ Interest earning assets Loans $ 70,081 $ 45,383 $ 70,326 $ 185,790 Investment securities 23,856 18,445 20,291 62,592 Fed Funds and interest bearing balances with banks 373 -0- -0- 373 Federal Home Loan Bank Stock -0- -0- 866 866 Total interest earning assets $ 94,310 $ 63,828 $ 91,483 $ 249,621 Interest bearing liabilities Interest bearing demand deposits $ 31,030 $ -0- $ -0- $ 31,030 Savings deposits 72,163 -0- -0- 72,163 Time deposits 71,441 10,536 -0- 81,977 Short term borrowings 1,800 -0- -0- 1,800 Long term borrowings ---- 5,000 6,000 11,000 Total interest bearing liabilities $ 176,434 $ 15,536 $ 6,000 $ 197,970 Net interest rate sensitivity GAP $ (82,124) $ 48,292 $ 85,483 $ 51,651 Cumulative interest rate sensitivity GAP $ (33,832) $ 51,651 51,651 Cumulative interest rate sensitivity GAP as a % of earning assets (13.6%) 20.7% 20.7% -21- The following table shows the dollar amount of interest sensitive assets and interest sensitive liabilities at December 31, 2001 and difference between them for the maturity or repricing periods indicated. Due after Due in one one through Due after (dollars in thousands) year or less five years five years Total ------------------------------------------------------------------------------------------------------------------------ Interest earning assets Loans $ 88,042 $ 34,490 $ 54,072 $ 176,604 Investment securities 12,820 14,358 9,440 36,618 Fed Funds and interest bearing balances with banks 4,973 -0- -0- 4,973 Federal Home Loan Bank Stock -0- -0- 3,813 3,813 Total interest earning assets $ 105,835 $ 48,848 $ 67,325 $ 222,008 Interest bearing liabilities Interest bearing demand deposits $ 27,120 $ -0- $ -0- $ 27,120 Savings deposits 77,608 -0- -0- 77,608 Time deposits 59,037 12,442 -0- 71,479 Short term borrowings -0- -0- -0- -0- Total interest bearing liabilities $ 163,765 $ 12,442 $ -0- $ 176,207 Net interest rate sensitivity GAP $ (57,930) $ 36,406 $ 67,325 $ 45,801 Cumulative interest rate sensitivity GAP $ (21,524) $ 45,801 $ 45,801 Cumulative interest rate sensitivity GAP as a % of earning assets (9.7%) 20.6% 20.6% Effects of Changing Prices. The results of operations and financial conditions presented in this report are based on historical cost information, and are unadjusted for the effects of inflation. Since the assets and liabilities of financial institutions are primarily monetary in nature, the performance of the Company is affected more by changes in interest rates than by inflation. Interest rates generally increase as the rate of inflation increases, but the magnitude of the change in rates may not be the same. The effects of inflation on financial institutions is normally not as significant as its influence on businesses which have investments in plants and inventories. During periods of high inflation there are normally corresponding increases in the money supply, and financial institutions will normally experience above-average growth in assets, loans and deposits. Inflation does increase the price of goods and services, and therefore operating expenses increase during inflationary periods. INVESTMENT PORTFOLIO The Company's investment securities portfolio increased $25,974,000, or 70.9% during 2002 to $62,592,000 at year end from $36,618,000 in 2001, which was a $18,454,000 decrease over 2000. The changes in 2002 were primarily in U.S. Government agency mortgaged backed securities and in other securities which grew primarily in short term mutual fund securities. Based on the low interest rate environment during 2002, the Bank borrowed long term funds from the Federal Home Loan Bank of Seattle totaling $7,000,000 and purchased U.S. Government agency mortgage backed securities. The transaction resulted in a yield spread of 195 basis points. The carrying values of investment securities at December 31 in each of the last -22- three years are as follows: (dollars in thousands) 2002 2001 2000 ----------------------------------------------------------------------------------------------------------------------- Treasury securities $ -0- $ -0- $ 500 U.S. Agencies securities 25,775 6,872 27,613 Obligations of states and political subdivisions 15,849 16,658 13,554 Other securities 20,968 13,088 13,405 Total $ 62,592 $ 36,618 $55,072 The following table presents the maturities of investment securities at December 31, 2002. Taxable equivalent values are used in calculating yields assuming a tax rate of 34%. Due after Due after Due in one one through five through Due after (dollars in thousands) year or less five years ten years ten years Total ------------------------------------------------------------------------------------------------------------------------------ U.S. Agency securities $ 4,527 $ 1,684 $ 5,871 $ 13,693 $ 25,775 Weighted average yield 4.64% 6.29% 3.74% 4.75% Obligations of states and political subdivisions 896 7,818 4,395 2,740 15,849 Weighted average yield 6.30% 6.15% 6.58% 6.60% Other securities 18,371 2,597 -0- -0- 20,968 Weighted average yield 3.40% 6.22% -0- -0- Total $ 23,794 $ 12,099 $ 10,266 $ 16,433 $ 62,592 LENDING General. The Company's policy is to originate loans primarily in its local markets. Depending on the purpose of the loan, the loans may be secured by a variety of collateral, including business assets, real estate, and personal assets. The following table sets forth the composition of the Company's loan portfolio at December 31 in each of the past five years. (dollars in thousands) 2002 2001 2000 1999 1998 --------------------------------------------------------------------------------------------------------------------------- Commercial $ 69,794 $ 72,427 $ 68,827 $ 56,198 $ 48,455 Real Estate Construction 9,697 6,554 6,118 3,325 4,929 Real Estate Mortgage 101,151 91,714 96,334 88,905 90,027 Installment 4,114 4,941 4,612 3,379 3,104 Credit cards and overdrafts 1,034 968 1,277 857 764 Total $185,790 $ 176,604 $ 177,168 $ 152,664 $147,280 Loan Maturities and Sensitivity in Interest Rates. The following table presents information related to maturity distribution and interest rate sensitivity of commercial and real estate construction loans outstanding, based on scheduled repayments at December 31, 2002. -23- Due after Due in one one through Due after (dollars in thousands) year or less five years five years Total ------------------------------------------------------------------------------------------------------------------------ Commercial $ 39,141 $ 18,648 $ 12,005 $ 69,794 Real estate construction 5,596 915 3,186 9,697 Total $ 44,737 $ 19,563 $ 15,191 $ 79,491 Total loans maturing after one year with Predetermined interest rates (fixed) $ 37,290 $ 76,008 $ 113,298 Floating or adjustable rates (variable) 9,897 511 10,408 Total $ 47,187 $ 76,519 $ 123,706 At December 31, 2002, 37.7% of the loan portfolio presented above was due in one year or less. Risk Elements. Risk elements include accruing loans past due ninety days or more, non-accrual loans, and loans which have been restructured to provide reduction or deferral of interest or principal for reasons related to the debtor's financial difficulties. The Company's policy for placing loans on non-accrual status is based upon management's evaluation of the ability of the borrower to meet both principal and interest payments as they become due. Generally, loans with interest or principal payments which are ninety or more days past due are placed on non-accrual, unless they are well-secured and in the process of collection, and the interest accrual is reversed against income. The following table presents information related to the Company's non-accrual loans and other non-performing assets at December 31 in each of the last five years. (dollars in thousands) 2002 2001 2000 1999 1998 ------------------------------------------------------------------------------------------------------------------------- Non-accrual loans $ 1,864 $ 1,254 $ 3,128 $ 175 $ 15 Accruing loans past due 90 days or more 2 79 292 140 4 Restructured loans 0 0 0 0 0 Foreclosed real estate owned 686 1,040 ---- 177 ---- Non-accrual loans increased approximately $610,000 to $1,864,000 in 2002 from 2001. The total is net of charge-offs based on management's estimate of fair market value or the result of appraisals. The properties consist of real estate and commercial real estate properties. During 2002, sales of foreclosed real estate owned totaled $1,421,000. At December 31, 2002, the balance remaining in foreclosed real estate owned totaled $686,000. Non-accrual loans decreased $1,874,000 to $1,254,000 at year-end 2001 after increasing to $3,128,000 in 2000, and increasing to $175,000 in 1999 from $15,000 in 1998. The increase in non-accrual loans experienced in 2000 was attributable to the decline in the regional and national economies and the local agriculture economy. Interest income on non-accrual loans that would have been recorded had those loans performed in accordance with their initial terms, as of December 31, was $118,000 for 2002, $75,000 for 2001, $168,000 for 2000, $10,000 for 1999 and $20,000 for 1998. Interest income recognized on impaired loans for 2002 was $13,000, for 2001 was $2,000, for 2000 was $31,000, for 1999 was $11,000, and was none for 1998. There are $2,000 of loans which are ninety days or more past due and still accruing at year-end 2002. The loans in management's opinion are adequately collateralized and, if foreclosure and sale of collateral is necessary, no loss will be incurred. -24- Loan Concentrations. The Company has credit risk exposure related to real estate loans. The Company makes real estate loans for construction and loans for other purposes which are secured by real estate. At December 31, 2002 loans secured by real estate totaled $110,848,000, which represents 59.6% of the total loan portfolio. Real estate construction loans comprised $9,697,000 of that amount, while real estate loans secured by residential properties totaled $29,945,000. As a result of these concentrations of loans, the loan portfolio is susceptible to changes in economic and market conditions in the Company's market areas. The Company generally requires collateral on all real estate exposures and typically maintains loan-to-value ratios of no greater than 80%. Allowance and Provision 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. Transactions in the allowance for credit losses for the five years ended December 31, 2002 are as follows: (dollars in thousands) 2002 2001 2000 1999 1998 --------------------------------------------------------------------------------------------------------------------------- Balance at beginning of year $ 2,109 $ 2,026 $ 1,930 $ 1,864 $ 1,937 Charge-offs: Commercial 131 170 554 114 9 Real estate loans 461 366 0 0 194 -25- Credit card 16 13 6 13 18 Installment 24 15 8 7 0 Total charge-offs $ 632 $ 564 $ 568 $ 134 $ 221 Recoveries: Commercial $ 11 $ 54 $ 15 $ 23 $ 34 Real estate loans 28 0 12 110 0 Credit card 2 0 0 6 3 Installment 1 13 2 1 1 Total recoveries $ 42 $ 67 $ 29 $ 140 $ 38 Net charge-offs (recoveries) 590 497 539 (6) 183 Provision for credit losses 954 580 635 60 110 Balance at end of year $ 2,473 $ 2,109 $ 2,026 $ 1,930 $ 1,864 Ratio of net charge-offs (recoveries) To average loans outstanding .33% .29% .33% --- .13% The allowance for credit losses was $2,473,000 at year-end 2002, compared with $2,109,000 at year-end 2001, an increase of $364,000 or 17.3%. The aggregate increase resulted from the provision of $954,000 and net charge-offs totaling $590,000 in 2002. The increased level of allowance for credit losses was primarily due to changes in the composition of the loan portfolio and increased loss factors utilized in the allowance for loan loss analysis. Changes in the composition of the loan portfolio included a 3.6% decrease in commercial loans, while real estate construction and real estate mortgage loans increased 12.8%. Estimated loss factors used in the allowance for credit loss analysis are established based in part on historic charge-off data by loan category and economic conditions. Based on the trends in historical charge-offs analysis, the loss factors used in the allowance for credit loss analysis for commercial loans and real estate loans were increased during the year ended December 31, 2002. Based on the methodology used for credit loss analysis, management deemed the allowance for credit losses of $2.47 million at December 31, 2002 (1.33% of loans receivable and 132.67% of non-performing loans) adequate to provide for estimated losses based on an evaluation of known and inherent risks in the loan portfolio at that date. The allowance for credit losses during 2001 increased $83,000 compared to year-end 2000. The total allowance for credit losses was $2,109,000 at year-end 2001 and $2,026,000 in 2000. The aggregate increase during 2001 was the result of the provision of $580,000 and net charge-offs. The allowance increased in 2000 from the provision of $635,000 and net charge-offs. The allowance for credit losses as a percentage of total loans outstanding was 1.19% at year-end 2001, 1.14% at year-end 2000 and 1.26% in 1999. The allowance for credit losses at year-end 1999 was $1,930,000 and $1,864,000 in 1998. The net recoveries were $6,000 in 1999 and provisions for credit losses were $60,000. The net charge-offs for 1998 were $183,00 and provisions for credit losses were $110,000. The allowance for credit losses as a percentage of total loans outstanding at year-end 1998 was 1.27%. In May 1993, the Financial Accounting Standards Board (FASB) issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" and in October 1996, issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan--Income Recognition Disclosures, an amendment to SFAS No. 114". The Company measures impaired loans based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair market value of the collateral if the loan is collateral dependent. The Company excludes loans that are currently measured at fair value or at the lower of cost or fair value, and certain large groups of smaller balance homogeneous loans that are collectively measured for impairment. The following table summarizes the Bank's impaired loans at December 31: (dollars in thousands) 2002 2001 2000 1999 1998 ----------------------------------------------------------------------------------------------------------------------------- Total Impaired Loans $2,314 $ 1,662 $ 3,128 $ 175 $ 15 Total Impaired Loans with Valuation Allowance 18 1,180 1,114 --- --- Valuation Allowance related to Impaired Loans 2 143 412 --- --- -26- No allocation of the allowance for credit losses was considered necessary for the remaining impaired loans. The balance of the allowance for credit losses in excess of these specific reserves is available to absorb losses from all loans. It is the Company's policy to charge-off any loan or portion of a loan that is deemed uncollectible in the ordinary course of business. The entire allowance for credit losses is available to absorb such charge-offs. The Company allocates its allowance for credit losses primarily on the basis of historical data. Based on certain characteristics of the portfolio, losses can be anticipated for major loan categories. The following table presents the allocation of the allowance for credit losses among the major loan categories based primarily on their historical net charge-off experience and other business considerations at December 31 in each of the last five years. % of % of % of % of % of 2002 Total 2001 Total 2000 Total 1999 Total 1998 Total (Dollars in thousands) Reserve Loans Reserve Loans Reserve Loans Reserve Loans Reserve Loans ------------------------------------------------------------------------------------------------------------------------------ Commercial loans $ 967 37% 548 41% $689 39% $720 37% $710 33% Real estate loans 1,406 60% 1,413 56% 1,256 58% 1,153 60% 1,091 64% Consumer loans 100 3% 148 3% 81 3% 58 3% 63 3% Total allowance $ 2,473 100% $ 2,109 100% $2,026 100% $1,930 100% $1,864 100% Ratio of allowance for credit losses to loans outstanding at end of year 1.33% 1.19% 1.14% 1.26% 1.27% The table indicates an increase of $419,000 from December 31, 2001 to December 31, 2002 in the allowance related to commercial loans, which was offset by decreases of $7,000 in real estate loans and $48,000 in consumer loans during the same period ended December 31, 2002. DEPOSITS The Company's primary source of funds has historically been customer deposits. A variety of deposit products are offered to attract customer deposits. The products include non-interest bearing demand accounts, negotiable order of withdrawal (NOW) accounts, savings accounts, and time deposits. Interest-bearing accounts earn interest at rates established by management, based on competitive market factors and the need to increase or decrease certain types of maturities of deposits. The Company has succeeded in growing its deposit base over the last three years despite increasing competition for deposits in our markets. The Company believes that it has benefited from its local identity and superior customer service. Attracting deposits remains integral to the Company's business as it is the primary source of funds for loans and a major decline in deposits or failure to attract deposits in the future could have an adverse effect on operations. The following table sets forth the average balances for each major category of deposits and the weighted average interest rate paid for deposits for the periods indicated. (dollars in thousands) 2002 RATE 2001 RATE 2000 RATE ----------------------------------------------------------------------------------------------------------------------- Demand deposits $ 36,180 0.00% $ 33,419 0.00% $ 34,343 0.00% Interest bearing demand deposits 29,137 .76% 26,949 2.09% 26,416 2.51% -27- Savings deposits 74,974 1.15% 78,897 2.32% 82,850 3.65% Time deposits 79,664 3.35% 75,819 5.20% 68,516 5.16% Total $ 219,955 1.70% $215,084 3.49% $212,125 3.78% Maturities of time certificates of deposit as of December 31, 2002 are summarized as follows: Under Over (dollars in thousands) $100,000 $100,000 Total -------- -------- ----- 3 months or less $ 20,784 $ 15,820 $ 36,604 Over 3 through 6 months 6,662 7,961 14,623 Over 6 through 12 months 13,237 6,977 20,214 Over 12 months 5,786 4,750 10,536 Total 46,469 35,508 81,977 SHORT-TERM BORROWINGS The following is information regarding the Company's short-term borrowings for the years ended December 31, 2002, 2001 and 2000. (dollars in thousands) 2002 2001 2000 ----------------------------------------------------------------------------------------------------------------------- Amount outstanding at end of period $1,800 $ 0 $11,358 Weighted average interest rate thereon 1.35% 0% 6.39% Maximum amount outstanding at any month end during period $2,790 $7,580 $11,358 Average amounts outstanding during the period 174 963 9,036 Weighted average interest rate during period 2.48% 5.68% 6.39% KEY FINANCIAL RATIOS Year ended December 31, 2002 2001 2000 1999 1998 --------------------------------------------------------------------------------------------------------------------------- Return on average assets 1.54% 1.55% 1.34% 1.64% 1.80% Return on average equity 15.81% 15.57% 14.95% 17.26% 18.57% Average equity to average assets ratio 9.74% 9.96% 8.96% 9.49% 9.69% Dividend payout ratio 87% 86% 97% 79% 60% LIQUIDITY AND CAPITAL RESOURCES Liquidity. The primary concern of depositors, creditors and regulators is the Company's ability to have sufficient funds readily available to repay liabilities as they mature. In order to ensure adequate funds are available at all times, the Company monitors and projects the amount of funds required on a daily basis. Through the Bank, the Company obtains funds from its customer base, which provides a stable source of "core" demand and consumer deposits. Other sources are available with borrowings from the Federal Home Loan Bank of Seattle and correspondent banks. Liquidity requirements can also be met through disposition of short-term assets. In management's opinion, the Company maintains an adequate level of liquid assets, consisting of cash and due from banks, interest bearing deposits with banks, and federal funds sold to support the daily cash flow requirements. -28- Management expects to continue to rely on customer deposits as the primary source of liquidity, but may also obtain liquidity from maturity of its investment securities, sale of securities currently available for sale, net income, and other borrowings. Although deposit balances have shown historical growth, deposit habits of customers may be influenced by changes in the financial services industry, interest rates available on other investments, general economic conditions, consumer confidence, and competition. Borrowings may be used on a short-term basis to compensate for reductions in deposits, but are generally not considered a long term solution to liquidity issues. Therefore, reductions in deposits could adversely affect the Company's results of operations. Capital. The Company endeavors to maintain equity capital at an adequate level to support and promote investor confidence. The Company conducts its business through the Bank. Thus, the Company needs to be able to provide capital and financing to the Bank should the need arise. The primary sources for obtaining capital are additional stock sales and retained earnings. Total shareholders' equity averaged $24,766,000 in 2002, compared to $24,451,000 in 2001, an increase of 1.3%, and $22,090,000 in 2000, a decrease of 2.8% compared to 1999. The Company's Board of Directors considers financial results, growth plans, and anticipated capital needs in formulating its dividend policy. The payment of dividends is subject to adequate financial results of the Bank, and limitations imposed by law and governmental regulations. The Federal Reserve has established guidelines that mandate risk-based capital requirements for bank holding companies. Under the guidelines, one of four risk weights is applied to balance sheet assets, each with different capital requirements based on the credit risk of the asset. The Company's capital ratios include the assets of the Bank on a consolidated basis in accordance with the requirements of the Federal Reserve. The Company's capital ratios have exceeded the minimum required to be classified "well capitalized" for each of the past three years. The following table sets forth the minimum required capital ratios and actual ratios for December 31, 2002 and 2001. Capital Adequacy Actual Purposes (dollars in thousands) Amount Ratio Amount Ratio ---------------------- ------ ----- ------ ----- December 31, 2002 Tier 1 capital (to average assets) $23,966 9.42% $10,172 4.00% Tier 1 capital (to risk-weighted 23,966 11.73% 8,172 4.00% assets) Total capital (to risk-weighted 26,457 12.95% 16,344 8.00% assets) December 31, 2001 Tier 1 capital (to average assets) $23,106 9.49% $ 9,738 4.00% Tier 1 capital (to risk-weighted 23,106 12.27% 7,459 4.00% assets) Total capital (to risk-weighted 25,215 13.39% 14,918 8.00% assets) -29- ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's results of operations are largely dependent upon its ability to manage interest rate risk. Management considers interest rate risk to be a significant market risk that could have a material effect on the Company's financial condition and results of operations. The Company does not currently use derivatives to manage market and interest rate risks. All of the Company's transactions are denominated in U.S. dollars. Approximately 38% of the Company's loans have interest rates that float with the Company's reference rate. Fixed rate loans generally are made with a term of five years or less. In the Asset and Liability section of the Management's Discussion and Analysis in Item 7 is a table presenting estimated maturity or pricing information indicating the Company's exposure to interest changes. The assumptions and description of the process used to manage interest rate risk is further discussed in the Asset and Liability Management section. The following table discloses the balances of the financial instruments including the fair value as of December 31, 2002. The expected maturities are disclosed based on contractual schedules. Principal repayments are not considered. The expected maturities for financial liabilities with no stated maturity reflect estimated future roll-off rates. The roll-off rates for non-interest bearing deposits, interest bearing demand deposits, money market accounts, and savings deposits are 15%, 25%, 25% and 20%, respectively. The interest rates disclosed are based on rates in effect at December 31, 2002. Fair values are used in accordance with generally accepted accounting principles as disclosed in the financial statements. Expected Maturity Year ended December 31, 2002 there Fair (dollars in thousands) 2003 2004 2005 2006 2007 after Total Value ------------------------------------------------------------------------------------------------------------------------------ Financial Assets Cash and cash equivalents Non-interest bearing $8,473 ---- ---- ---- ---- ---- 8,473 8,473 Interest bearing deposits in banks 373 ---- ---- ---- ---- ---- 373 373 Weighted average interest rate 1.30% Federal funds sold Fixed rate ---- ---- ---- ---- ---- ---- ---- ---- Weighted average interest rate Securities available for sale Fixed rate 3,913 3,796 3,186 2,601 703 18,157 32,356 32,356 Weighted average interest rate 5.17% 5.81% 6.00% 4.93% 4.63% 4.65% Adjustable rate 15,863 35 ---- ---- ---- 3,976 19,874 19,874 Weighted average interest rate 2.95% 2.76% 2.93% Securities held to maturity Fixed rate 5 468 ---- 84 295 9,510 10,362 10,362 Weighted average interest rate 6.50% 3.01% 6.03% 6.75% 4.92% Loans receivable Fixed rate 30,941 6,504 7,126 10,768 11,071 69,345 135,755 138,212 Weighted average interest rate 6.75% 8.35% 7.96% 6.92% 7.17% 7.55% Adjustable rate 39,627 6,387 525 1,524 1,972 ---- 50,035 50,035 Weighted average interest rate 5.55% 8.29% 7.62% 6.88% 6.75% Federal Home Loan Bank stock 866 ---- ---- ---- ---- ---- 866 866 Weighted average interest rate 6.50% -30- Expected Maturity Year ended December 31, 2002 there Fair (dollars in thousands) 2003 2004 2005 2006 2007 after Total Value ------------------------------------------------------------------------------------------------------------------------------ Financial Liabilities Non-interest bearing deposits $6,013 5,111 4,344 3,692 3,138 17,786 40,084 40,084 Interest bearing checking accounts 7,757 5,818 4,363 3,273 2,455 7,364 31,030 31,030 Weighted average interest rate .58% .58% .58% .58% .58% .58% Money Market accounts 5,405 4,054 3,041 2,280 1,710 5,131 21,621 21,621 Weighted average interest rate 1.13% 1.13% 1.13% 1.13% 1.13% 1.13% Savings accounts 10,108 8,087 6,469 5,176 4,140 16,562 50,542 50,542 Weighted average interest rate .96% .96% .96% .96% .96% .96% Certificates of deposit Fixed rate 61,061 5,710 1,163 537 3,098 ---- 71,569 72,461 Weighted average interest rate 2.32% 3.24% 3.56% 4.42% 4.80% Variable rate 10,408 ---- ---- ---- ---- ---- 10,408 10,408 Weighted average interest rate 3.39% Borrowings Fixed rate 1,800 2,000 2,000 1,000 ---- 6,000 12,800 12,905 Weighted average interest rate 1.35% 3.20% 4.41% 3.48% 3.48% As illustrated in the tables above, our balance sheet is currently sensitive to increasing interest rates, meaning that more interest earning liabilities mature or re-price than interest bearing assets. Therefore, if our asset and liability mix were to remain unchanged, and there was an increase in market rates of interest, the Company would expect that its net income would be adversely affected. In contrast, a decreasing interest rate environment would positively affect such income. While the table presented above provides information about the Company's interest sensitivity, it does not predict the trends of future earnings. For this reason, financial modeling is used to forecast earnings under varying interest rate projections. While this process assists in managing interest rate risk, it does require significant assumptions for the projection of loan prepayments, loan origination volumes and liability funding sources that may prove to be inaccurate. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information required for this item is included in Item 15 of this report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. Part III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information concerning directors and executive officers requested by this item is contained in the registrant's 2003 Proxy Statement in the sections entitled "MANAGEMENT-Certain Executive Officers," "Proposal No. 1 - Election of Directors," and "Compliance with Section 16(a) of the Exchange Act" and is incorporated by reference herein. ITEM 11. EXECUTIVE COMPENSATION Information concerning executive compensation requested by this item is contained in the registrant's 2003 Proxy Statement in the sections entitled "DIRECTOR COMPENSATION" and "EXECUTIVE -31- COMPENSATION" (not including "Audit Committee Report," "Report of the Compensation Committee" and "Stock Performance Graph"), and is incorporated by reference herein. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information concerning security ownership of certain beneficial owners and management requested by this item is contained in the registrant's 2003 Proxy Statement in the section entitled "MANAGEMENT - Security Ownership of Certain Beneficial Owners and Management," and is incorporated by reference herein. Equity Compensation Plan Information. The following table summarizes share and exercise price information about the Company's equity compensation plans as of December 31, 2002. (a) (b) (c) Number of securities Weighted-average Number remaining to be issued upon exercise price available for future exercise of of outstanding issuance under equity outstanding options, options, warrants compensation plans warrants and rights and rights (excluding securities reflected in column (a) Plan Category --------------- ------------- ---------------------- ------------- Equity compensation plans approved by security holders: 141,496 $22.41 358,504 Equity compensation plans not approved by security holders: ------- ------- ------- --------------- ------------ ------------- Total 141,496 $22.41 358,504 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information concerning certain relationships and related transactions requested by this item is contained in the registrant's 2003 Proxy Statement in the section entitled "Compensation Committee Interlocks and Insider Participation" and is incorporated by reference herein. ITEM 14. CONTROLS AND PROCEDURES Our disclosure controls and procedures are designed to ensure that information the Company must disclose in its reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported on a timely basis. Within 90 days prior to the filing of this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective in bringing to their attention on a timely basis information required to be disclosed by the Company in reports that it files or submits under the Exchange Act. Also, since the date of their prior evaluation, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect those controls, including any corrective actions with regard to significant deficiencies and material weaknesses. -32- Part IV ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) The following financial statements are filed below: Independent Auditors Reports Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements (a) (2) Schedules: None (a) (3) Exhibits: See Exhibit Index immediately following the Certifications. (b) Reports on Form 8-K: None -33- Independent Auditor's Report Board of Directors Pacific Financial Corporation Aberdeen, Washington We have audited the accompanying consolidated balance sheets of Pacific Financial Corporation and Subsidiary as of December 31, 2002 and 2001, and the related consolidated statements of income, shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Financial Corporation and Subsidiary as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/McGladrey & Pullen, LLP Tacoma, Washington January 24, 2003 -34- Independent Auditor's Report Board of Directors Pacific Financial Corporation Aberdeen, Washington We have audited the accompanying consolidated statements of income, shareholders' equity and cash flows for Pacific Financial Corporation and Subsidiary for the year ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 consolidated financial statements referred to above present fairly, in all material respects, the results of Pacific Financial Corporation and Subsidiary operations and cash flows for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ Knight, Vale & Gregory PLLC Tacoma, Washington January 26, 2001 -35- Consolidated Balance Sheets -------------------------------------------------------------------------------- (Dollars in Thousands) Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 2002 2001 Assets Cash and due from banks $ 8,473 $ 10,231 Interest bearing deposits in banks 373 1,468 Federal funds sold - - 3,505 Securities available for sale 52,230 31,673 Securities held to maturity (market value $10,414 and $4,942) 10,362 4,945 Federal Home Loan Bank stock, at cost 866 3,813 Loans held for sale 286 - - Loans 185,504 176,604 Allowance for credit losses 2,473 2,109 ------- ------- Loans - net 183,031 174,495 Premises and equipment 3,850 4,014 Foreclosed real estate 686 1,040 Accrued interest receivable 1,493 1,405 Cash surrender value of life insurance 5,898 5,579 Other assets 986 1,449 ------- ------- Total assets $268,534 $243,617 ======== ======== Liabilities and Shareholders' Equity Liabilities Deposits: Demand deposits, non-interest bearing $ 40,084 $ 38,437 Savings and interest-bearing demand 103,193 104,728 Time, interest-bearing 81,977 71,479 ------- ------- Total deposits 225,254 214,644 Accrued interest payable 318 441 Short-term borrowings 1,800 - - Long-term borrowings 11,000 - - Other liabilities 5,479 5,018 ------- ------- Total liabilities 243,851 220,103 ------- ------- Commitments and Contingencies - - - - Shareholders' Equity Common stock (par value $1); authorized: 25,000,000 shares; issued and outstanding: 2002 - 2,512,659 shares; 2001 - 2,491,629 shares 2,513 2,492 Additional paid-in capital 9,839 9,524 Retained earnings 11,614 11,090 Accumulated other comprehensive income 717 408 ------- ------- Total shareholders' equity 24,683 23,514 ------- ------- Total liabilities and shareholders' equity $268,534 $243,617 ======== ======== See notes to consolidated financial statements. -36- Consolidated Statements of Income -------------------------------------------------------------------------------- (Dollars in Thousands, Except Per Share Amounts) Pacific Financial Corporation and Subsidiary Years Ended December 31, 2002, 2001 and 2000 2002 2001 2000 Interest Income Loans $13,175 $14,994 $16,425 Federal funds sold and deposits in banks 107 410 148 Securities available for sale: Taxable 1,401 1,638 2,812 Tax-exempt 501 545 567 Securities held to maturity: Taxable 139 - - - - Tax-exempt 270 264 98 Federal Home Loan Bank stock dividends 186 251 222 ------ ------ ------ Total interest income 15,779 18,102 20,272 ------ ------ ------ Interest Expense Deposits 3,747 6,340 8,020 Short-term borrowings 4 190 577 Long-term borrowings 240 - - - - ------ ------ ------ Total interest expense 3,991 6,530 8,597 ------ ------ ------ Net interest income 11,788 11,572 11,675 Provision for Credit Losses 954 580 635 ------ ------ ------ Net interest income after provision for credit losses 10,834 10,992 11,040 Non-Interest Income Service charges on deposit accounts 1,069 828 677 Mortgage broker fees 3 32 9 Income from and gains on sale of foreclosed real estate 292 139 32 Earnings on bank owned life insurance 350 167 129 Other operating income 345 363 370 Total non-interest income 2,059 1,529 1,217 Non-Interest Expense Salaries and employee benefits 4,196 4,058 4,135 Occupancy 419 409 388 Equipment 565 554 751 State taxes 206 227 228 Data processing 268 214 229 Other 1,760 1,731 1,799 ------ ------ ------ Total non-interest expense 7,414 7,193 7,530 ------ ------ ------ Income before income taxes 5,479 5,328 4,727 Income Taxes 1,563 1,521 1,424 ------ ------ ------ Net income $ 3,916 $ 3,807 $ 3,303 ======== ======== ======== Earnings Per Share Basic $ 1.57 $1.53 $1.33 Diluted 1.56 1.52 1.31 See notes to consolidated financial statements. -37- Consolidated Statements of Shareholders' Equity -------------------------------------------------------------------------------- (Dollars in Thousands) Pacific Financial Corporation and Subsidiary Years Ended December 31, 2002, 2001 and 2000 Accumulated Shares of Additional Other Common Common Paid-in Retained Comprehensive Stock Stock Capital Earnings Income (Loss) Total Balance at December 31, 1999 496,770 $ 497 $11,420 $10,473 ($952) $21,438 Comprehensive income: Net income - - - - - - 3,303 - - 3,303 Other comprehensive income, net of tax: Change in fair value of securities available for sale - - - - - - - - 761 761 Comprehensive income 4,064 5-for-1 stock split 1,987,110 1,987 (1,987) - - - - - - Stock options exercised 2,750 3 30 - - - - 33 Stock purchase of branch site 16,500 16 396 - - - - 412 Cash dividends declared ($1.28 per share) - - - - - - (3,204) - - (3,204) --------- ----- ----- ------ ---- ------ Balance at December 31, 2000 2,503,130 2,503 9,859 10,572 (191) 22,743 Comprehensive income: Net income - - - - - - 3,807 - - 3,807 Other comprehensive income, net of tax: Change in fair value of securities available for sale - - - - - - - - 599 599 Comprehensive income 4,406 Stock options exercised 12,750 13 150 - - - - 163 Repurchase of common stock (24,281) (24) (486) - - - - (510) Issuance of common stock 30 - - 1 - - - - 1 Cash dividends declared ($1.32 per share) - - - - - - (3,289) - - (3,289) --------- ----- ----- ------ ---- ------ Balance at December 31, 2001 2,491,629 2,492 9,524 11,090 408 23,514 Comprehensive income: Net income - - - - - - 3,916 - - 3,916 Other comprehensive income, net of tax: Change in fair value of securities available for sale - - - - - - - - 309 309 Comprehensive income 4,225 Stock options exercised 21,000 21 275 - - - - 296 Issuance of common stock 30 - - 1 - - - - 1 Cash dividends declared ($1.35 per share) - - - - - - (3,392) - - (3,392) Tax benefit from exercise of stock options - - - - 39 - - - - 39 --------- ------ -------- ------- ---- ------- Balance at December 31, 2002 2,512,659 $2,513 $ 9,839 $11,614 $717 $24,683 ========= ====== ======== ======= ==== ======= See notes to consolidated financial statements. -38- Consolidated Statements of Cash Flows -------------------------------------------------------------------------------- (Dollars in Thousands) Pacific Financial Corporation and Subsidiary Years Ended December 31, 2002, 2001 and 2000 2002 2001 2000 Cash Flows from Operating Activities Net income $ 3,916 $ 3,807 $ 3,303 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 433 423 568 Provision for credit losses 954 580 635 Deferred income tax (benefit) (82) 225 (81) Originations of loans held for sale (548) - - - - Proceeds from loans held for sale 262 - - - - Stock dividends received (186) (251) (222) Gain on sales of foreclosed real estate (178) - - (32) Earnings on bank owned life insurance (350) (167) (129) (Increase) decrease in interest receivable (88) 897 (298) Increase (decrease) in interest payable (123) (338) 230 Write-down of foreclosed real estate 420 18 - - Other - net 929 (748) 614 ----- ----- ----- Net cash provided by operating activities 5,359 4,446 4,588 ----- ----- ----- Cash Flows from Investing Activities Net (increase) decrease in interest bearing deposits in banks 1,095 (988) 1,264 Net (increase) decrease in federal funds sold 3,505 (2,935) (570) Activity in securities available for sale: Sales - - 10,694 - - Maturities, prepayments and calls 14,109 36,987 12,062 Purchases (34,338) (24,828) (2,423) Activity in securities held to maturity: Maturities 3,481 190 239 Purchases (8,920) (1,123) - - Federal Home Loan Bank stock redemption 3,133 - - - - Proceeds from sales of loans - - 1,407 1,293 Increase in loans made to customers, net of principal collections (10,046) (5,165) (26,133) Purchases of premises and equipment (261) (509) (764) Proceeds from sales of premises and equipment - - 50 - - Proceeds from sales of foreclosed real estate 707 161 - - Purchase of bank owned life insurance - - (3,000) - - ------- ------ ------ Net cash provided by (used in) investing activities (27,535) 10,941 (15,032) ------- ------ ------- (continued) See notes to consolidated financial statements. -39- Consolidated Statements of Cash Flows -------------------------------------------------------------------------------- (concluded) (Dollars in Thousands) Pacific Financial Corporation and Subsidiary Years Ended December 31, 2002, 2001 and 2000 2002 2001 2000 Cash Flows from Financing Activities Net increase in deposits $10,610 $ 1,133 $ 7,372 Net increase (decrease) in short-term borrowings 1,800 (11,358) 1,683 Proceeds from issuance of long-term debt 11,000 3,000 - - Repayments of long-term debt - - (3,000) - - Common stock issued 297 164 33 Cash dividends paid (3,289) (3,204) (3,105) Repurchase of common stock and fractional shares - - (510) - - ------ ------ ----- Net cash provided by (used in) financing activities 20,418 (13,775) 5,983 ------ ------- ----- Net change in cash and due from banks (1,758) 1,612 (4,461) Cash and Due from Banks Beginning of year 10,231 8,619 13,080 ------ ----- ------ End of year $ 8,473 $10,231 $ 8,619 ======== ======= ======== Supplemental Disclosures of Cash Flow Information Interest paid $4,114 $6,868 $8,367 Income taxes paid 1,260 1,375 1,247 Supplemental Disclosures of Non-Cash Investing Activities Fair value adjustment of securities available for sale, net of tax $ 309 $ 599 $761 Transfer of loans to foreclosed real estate 1,198 1,733 26 Stock purchase of branch site - - - - 412 Financed sales of foreclosed real estate 629 514 235 Reclassification of loan receivable to securities available for sale - - 2,636 - - See notes to consolidated financial statements. -40- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Pacific Financial Corporation (the Company) and its wholly owned subsidiary, The Bank of the Pacific (the Bank). All significant intercompany transactions and balances have been eliminated. NATURE OF OPERATIONS The Company is a holding company which operates primarily through its subsidiary bank. The Bank operates ten branches located in Grays Harbor, Pacific and Wahkiakum Counties in western Washington. The Bank provides loan and deposit services to customers, who are predominately small- and middle-market businesses and middle-income individuals in western Washington. CONSOLIDATED FINANCIAL STATEMENT PRESENTATION The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and practices within the banking industry. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the balance sheet, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and the valuation of loans held for sale, foreclosed real estate and deferred tax assets. Certain prior year amounts have been reclassified, with no change to net income or shareholders' equity, to conform to the 2002 presentation. All dollar amounts, except per share information, are stated in thousands. SECURITIES AVAILABLE FOR SALE Securities available for sale consist of debt securities, marketable equity securities and mutual funds that the Bank intends to hold for an indefinite period, but not necessarily to maturity. Such securities may be sold to implement the Bank's asset/liability management strategies and in response to changes in interest rates and similar factors. Securities available for sale are reported at fair value. Unrealized gains and losses, net of the related deferred tax effect, are reported as a net amount in a separate component of shareholders' equity entitled "accumulated other comprehensive income (loss)." Realized gains and losses on securities available for sale, determined using the specific identification method, are included in earnings. Amortization of premiums and accretion of discounts are recognized in interest income over the period to maturity. (continued) -41- -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) SECURITIES HELD TO MATURITY Debt securities for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts, which are recognized in interest income over the period to maturity. Declines in the fair value of individual securities held to maturity and available for sale below their cost that are other than temporary result in write-downs of the individual securities to their fair value. Such write-downs are included in earnings as realized losses. FEDERAL HOME LOAN BANK STOCK The Company, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of the FHLB in an amount equal to the greater of 1% of its outstanding home loans or 5% of advances from the FHLB. No ready market exists for the FHLB stock, and it has no quoted market value. LOANS HELD FOR SALE Mortgage loans originated for sale in the foreseeable future in the secondary market are carried at the lower of aggregate cost or estimated market value. Gains and losses on sales of loans are recognized at settlement date and are determined by the difference between the sales proceeds and the carrying value of the loans. All sales are made without recourse. Net unrealized losses are recognized through a valuation allowance established by charges to income. LOANS Loans are stated at the amount of unpaid principal, reduced by an allowance for credit losses. Interest on loans is accrued daily based on the principal amount outstanding. Generally, the accrual of interest on loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due or when they are past due 90 days as to either principal or interest, unless they are well secured and in the process of collection. When interest accrual is discontinued, all unpaid accrued interest is reversed against current income. If management determines that the ultimate collectibility of principal is in doubt, cash receipts on nonaccrual loans are applied to reduce the principal balance on a cash-basis method, until the loans qualify for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. The interest on these loans is accounted for on the cash-basis method, until qualifying for return to accrual. (continued) -42- -------------------------------------------------------------------------------- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses is maintained at a level considered adequate to provide for probable losses on existing loans based on evaluating known and inherent risks in the loan portfolio. The allowance is reduced by loans charged off, and increased by provisions charged to earnings and recoveries on loans previously charged off. The allowance is based on management's periodic, systematic evaluation of factors underlying the quality of the loan portfolio, including changes in the size and composition of the loan portfolio, the estimated value of any underlying collateral, actual loan loss experience, current economic conditions, and detailed analysis of individual loans for which full collectibility may not be assured. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. While management uses the best information available to make its estimates, future adjustments to the allowance may be necessary if there is a significant change in economic conditions. The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are charged off against the allowance for credit losses. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not evidenced the ability or intent to bring the loan current; the Bank has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement. When management determines that it is probable that a borrower will be unable to repay all amounts due according to the terms of the loan agreement, including scheduled interest payments, the loan is considered impaired. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls are generally not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of shortfall in relation to the principal and interest owed. The amount of impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, when the primary source of repayment is provided by real estate collateral, at the fair value of the collateral less estimated selling costs. Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for credit losses, and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations. The ultimate recovery of all loans is susceptible to future market factors beyond the Bank's control. These factors may result in losses differing significantly from those provided for in the consolidated financial statements. (continued) -43- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) PREMISES AND EQUIPMENT Premises and equipment are stated at cost less accumulated depreciation, which is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is less. Gains or losses on dispositions are reflected in earnings. FORECLOSED REAL ESTATE Real estate properties acquired through, or in lieu of, foreclosure are to be sold and are initially recorded at the lower of cost or fair value of the properties less estimated costs of disposal. Any write-down to fair value at the time of transfer to other real estate owned is charged to the allowance for credit losses. Properties are evaluated regularly to ensure that the recorded amounts are supported by their current fair values, and that valuation allowances to reduce the carrying amounts to fair value less estimated costs to dispose are recorded as necessary. Any subsequent reductions in carrying values, and revenue and expense from the operations of properties, are charged to operations. TRANSFERS OF FINANCIAL ASSETS Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. INCOME TAXES Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. The deferred tax provision represents the difference between the net deferred tax asset/liability at the beginning and end of the year. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Bank provides for income taxes separately and remits to the Company amounts currently due. (continued) -44- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) STOCK-BASED COMPENSATION At December 31, 2002, the Company has three stock-based employee compensation plans, which are described more fully in Note 13. The Company accounts for those plans under the recognition and measurement principles of APB No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no stock-based compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based compensation awards for the effects of all options granted on or after January 1, 1995 for the years ended December 31: 2002 2001 2000 Net income, as reported $3,916 $3,807 $3,303 Less total stock-based compensation expense determined under fair value method for all qualifying awards 95 13 23 Pro forma net income $3,821 $3,794 $3,280 Earnings Per Share Basic: As reported $1.57 $1.53 $1.33 Pro forma 1.53 1.52 1.32 Diluted: As reported 1.56 1.52 1.31 Pro forma 1.53 1.50 1.30 Fair Values of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair values of financial instruments disclosed in these consolidated financial statements: Cash, Interest Bearing Deposits at Other Financial Institutions, and Federal Funds Sold The carrying amounts of cash, interest bearing deposits at other financial institutions, and federal funds sold approximate their fair value. Securities Available for Sale and Held to Maturity Fair values for securities are based on quoted market prices. Federal Home Loan Bank Stock The carrying value of Federal Home Loan Bank stock approximates its fair value. (continued) -45- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fair Values of Financial Instruments (concluded) LOANS For variable rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values of loans held for sale are based on their estimated market prices. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. DEPOSITS The fair value of deposits with no stated maturity date is included at the amount payable on demand. The fair value of fixed rate maturity certificates of deposit is estimated by discounting future cash flows using rates currently offered by the Bank for deposits of similar remaining maturities. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation based on interest rates currently being offered on similar certificates. SHORT-TERM BORROWINGS The carrying amounts of federal funds purchased and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Bank's current incremental borrowing rates for similar types of borrowing arrangements. LONG-TERM BORROWINGS The fair values of the Bank's long-term borrowings are estimated using discounted cash flow analyses based on the Bank's incremental borrowing rates for similar types of borrowing arrangements. ACCRUED INTEREST The carrying amounts of accrued interest approximate their fair values. OFF-BALANCE-SHEET INSTRUMENTS The fair value of commitments to extend credit and standby letters of credit was estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the customers. Since the majority of the Bank's off-balance-sheet instruments consist of non-fee producing, variable-rate commitments, the Bank has determined they do not have a distinguishable fair value. CASH EQUIVALENTS AND CASH FLOWS The Company considers all amounts included in the balance sheet caption "Cash and due from banks" to be cash equivalents. Cash flows from loans, interest bearing deposits in banks, federal funds purchased and sold, short-term borrowings, and deposits are reported net. The Company maintains balances in depository institution accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. (continued) -46- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) EARNINGS PER SHARE Basic earnings per share exclude dilution and are computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if common shares were issued pursuant to the exercise of options under the Company's stock option plans. COMPREHENSIVE INCOME Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income. Gains and losses on securities available for sale are reclassified to net income as the gains or losses are realized upon sale of the securities. Other-than-temporary impairment charges are reclassified to net income at the time of the charge. RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, Accounting for Asset Retirement Obligations. This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement is effective for all fiscal years beginning after June 15, 2002. The Company does not anticipate that the adoption of SFAS No. 143 will have a material effect on its financial position or results of operations. In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statement Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe the applicability under changed conditions. The Company does not anticipate the adoption of SFAS No. 145 to have a material effect on its financial position or results of operations. In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities, and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This Statement is effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect the Statement to have a material effect on its financial position and results of operations. (continued) -47- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (concluded) RECENT ACCOUNTING PRONOUNCEMENTS (concluded) In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, an amendment of FASB Statement Nos. 72 and 144, and FASB Interpretation No. 9. The provisions of this Statement, that relate to the application of the purchase method of accounting, apply to all acquisitions of financial institutions, except transactions between two or more mutual enterprises. This Statement removes acquisitions of financial institutions from the scope of both Statement No. 72 and Interpretation No. 9, and requires that those transactions be accounted for in accordance with FASB Statements No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition, this Statement amends FASB Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. This Statement is effective for acquisitions for which the date of the transaction is on or after October 1, 2002. The Company does not expect the Statement to have a material effect on its financial position and results of operations. In December 2002, the Financial Accounting Standards Board issued FASB Statement No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, and APB Opinion No. 28, Interim Financial Reporting, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. This Statement does not require any change from the method currently used by the Company to account for stock-based compensation, but does require more prominent disclosure in the annual and interim financial statements about the method of accounting for such compensation and the effect of the method used on reported results. This Statement was effective for years ending after December 15, 2002. The Company has adopted the disclosure provisions of SFAS No. 148 in the accompanying consolidated financial statements; the disclosure requirements are set forth in the Stock-Based Compensation section. The Financial Accounting Standards Board has issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statement Nos. 5, 57 and 107 and rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. Implementation of these provisions of the Interpretation is not expected to have a material impact on the Bank's consolidated financial statements. The disclosure requirements of the Interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002, and have been adopted in the consolidated financial statements for December 31, 2002, with no additional disclosure required. Note 2 - RESTRICTED ASSETS Federal Reserve Board regulations require that the Bank maintains certain minimum reserve balances in cash and on deposit with the Federal Reserve Bank. The average amounts of such balances for the years ended December 31, 2002 and 2001 were approximately $650 and $2,878, respectively. -48- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 3 - SECURITIES Investment securities have been classified according to management's intent. The carrying amounts of securities and their approximate fair values are as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value SECURITIES AVAILABLE FOR SALE DECEMBER 31, 2002 U.S. Treasury and Government agency securities $ 2,165 $ 142 $ - - $ 2,307 Obligations of states and political subdivisions 11,502 609 13 12,098 Mortgage-backed securities 16,669 215 27 16,857 Corporate bonds 5,979 127 7 6,099 Mutual funds 14,828 47 6 14,869 ------ ----- --- ------ $51,143 $1,140 $53 $52,230 ======= ====== === ======= DECEMBER 31, 2001 U.S. Treasury and Government agency securities $ 3,517 $134 $ - - $ 3,651 Obligations of states and political subdivisions 11,359 355 1 11,713 Mortgage-backed securities 3,255 22 56 3,221 Corporate bonds 8,859 170 14 9,015 Mutual funds 4,065 8 - - 4,073 ------- ---- --- ------- $31,055 $689 $71 $31,673 ======= ==== === ======= SECURITIES HELD TO MATURITY DECEMBER 31, 2002 State and municipal securities $ 3,751 $39 $28 $ 3,762 Mortgage-backed securities 6,611 41 - - 6,652 ------- ---- ---- ------- $10,362 $80 $28 $10,414 ======= ==== ==== ======= DECEMBER 31, 2001 State and municipal securities $ 4,945 $- - $ 3 $ 4,942 ======= ==== ==== ======= (continued) -49- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 3 - Securities (concluded) The contractual maturities of investment securities held to maturity and available for sale at December 31, 2002 are as follows: Held to Maturity Available for Sale Amortized Fair Amortized Fair Cost Value Cost Value Due in one year or less $ 5 $ 5 $ 4,829 $ 4,908 Due from one year to five years 848 857 8,699 9,166 Due from five to ten years 967 996 3,741 3,930 Due after ten years 1,931 1,904 2,377 2,500 Mortgage-backed securities 6,611 6,652 16,669 16,857 Mutual funds - - - - 14,828 14,869 ------ ------ ------ ------ Total $10,362 $10,414 $51,143 $52,230 ======= ======= ======= ======= There were no sales of securities in 2002, 2001 and 2000. Securities carried at approximately $25,622 at December 31, 2002 and $11,618 at December 31, 2001 were pledged to secure public deposits, borrowings at the Federal Home Loan Bank, and for other purposes required or permitted by law. Note 4 - Loans Loans at December 31 consist of the following: 2002 2001 Commercial and agricultural $ 69,794 $ 72,427 Real estate: Construction 9,697 6,554 Residential 1-4 family 28,085 31,089 Multi-family 1,574 2,040 Commercial 65,336 54,894 Farmland 5,870 3,691 Consumer 5,148 5,909 ------- ------- $185,504 $176,604 ======== ======== (continued) -50- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 4 - Loans (concluded) Changes in the allowance for credit losses for the years ended December 31 are as follows: 2002 2001 2000 Balance at beginning of year $2,109 $2,026 $1,930 Provision for credit losses 954 580 635 Charge-offs (632) (564) (568) Recoveries 42 67 29 ----- ----- ----- Net charge-offs (590) (497) (539) ----- ----- ----- Balance at end of year $2,473 $2,109 $2,026 ====== ====== ====== Following is a summary of information pertaining to impaired loans: 2002 2001 2000 December 31 Impaired loans without a valuation allowance $2,296 $ 482 $2,014 Impaired loans with a valuation allowance 18 1,180 1,114 ------ ------ ------ Total impaired loans $2,314 $1,662 $3,128 ====== ====== ====== Valuation allowance related to impaired loans $ 2 $ 143 $ 412 ====== ====== ====== Years Ended December 31 Average investment in impaired loans $2,390 $1,262 $3,425 Interest income recognized on a cash basis on impaired loans 13 2 31 At December 31, 2002, there were no commitments to lend additional funds to borrowers whose loans have been modified. Loans 90 days and over past due and still accruing interest totaled $79 at December 31, 2001. There were no loans 90 days and over past due and still accruing interest at December 31, 2002. Certain related parties of the Company, principally directors and their associates, were loan customers of the Bank in the ordinary course of business during 2002 and 2001. Total loans outstanding at December 31, 2002 and 2001 to key officers and directors were $3,233 and $3,748, respectively. During 2002, new loans of $1,490 were made, and repayments totaled $2,005. In management's opinion, these loans and transactions were on the same terms as those for comparable loans and transactions with non-related parties. No loans to related parties were on non-accrual, past due or restructured at December 31, 2002. -51- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 5 - PREMISES AND EQUIPMENT The components of premises and equipment at December 31 are as follows: 2002 2001 Land $1,125 $1,125 Premises 3,992 3,884 Equipment, furniture and fixtures 4,074 4,026 ----- ----- 9,191 9,035 Less accumulated depreciation and amortization 5,341 5,021 ----- ----- Total premises and equipment $3,850 $4,014 ====== ====== Note 6 - DEPOSITS The composition of deposits at December 31 is as follows: 2002 2001 Demand deposits, non-interest bearing $ 40,084 $ 38,437 NOW and money market accounts 52,651 50,799 Savings deposits 50,542 53,929 Time certificates, $100,000 or more 35,086 26,453 Other time certificates 46,891 45,026 ------ ------ Total $225,254 $214,644 ======== ======== Scheduled maturities of time certificates of deposit are as follows for future years ending December 31: 2003 $63,749 2004 6,525 2005 8,014 2006 537 2007 3,152 ---- ------ $81,977 ======= -52- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 7 - SHORT-TERM BORROWINGS Short-term borrowings consist of federal funds purchased which generally mature within one to four days from the transaction date. Information concerning short-term borrowings is summarized as follows for the years ended December 31: 2002 2001 Average balance during the year $174 $963 Average interest rate during the year 2.48% 5.68% Maximum month-end balance during the year $2,790 $7,580 Balance outstanding at year-end $1,800 $- - Average interest rate at year-end 1.35% - -% Note 8 - LONG-TERM BORROWINGS Long-term borrowings at December 31, 2002 represent advances from the Federal Home Loan Bank bearing interest at 3.20% to 4.41% and maturing at 2004 - $2,000; 2005 - $2,000; 2006 - $1,000; and 2009 - $6,000. The Bank has pledged $41,127 of securities and loans as collateral for these borrowings and short-term borrowings at December 31, 2002. Note 9 - INCOME TAXES Income taxes are comprised of the following for the years ended December 31: 2002 2001 2000 Current $1,645 $1,296 $1,505 Deferred (benefit) (82) 225 (81) ----- ----- ----- Total income taxes $1,563 $1,521 $1,424 ====== ====== ====== The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31 are: 2002 2001 Deferred Tax Assets Allowance for credit losses $ 730 $ 626 Deferred compensation 161 230 Other 8 70 --- --- Total deferred tax assets 899 926 (continued) -53- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 9 - INCOME TAXES (concluded) 2002 2001 Deferred Tax liabilities Unrealized gain on securities available for sale $ 369 $ 210 Depreciation 119 68 Deferred revenue 884 1,045 ----- ----- Total deferred tax liabilities 1,372 1,323 ----- ----- Net deferred tax liabilities ($ 473) ($ 397) ======= ======= Net deferred tax liabilities are included in other liabilities on the consolidated balance sheets. The following is a reconciliation between the statutory and effective federal income tax rate for the years ended December 31: 2002 2001 2000 Percent Percent Percent of Pre-tax of Pre-tax of Pre-tax Amount Income Amount Income Amount Income Income tax at statutory rate $1,918 35.0% $1,865 35.0% $1,654 35.0% Adjustments resulting from: Tax-exempt income (276) (5.0) (272) (5.1) (236) (5.0) Net earnings on life insurance policies (111) (2.0) (26) (.5) (36) (.7) Other 32 .5 (46) (.8) 42 .9 ----- ----- ----- Total income tax expense $1,563 28.5% $1,521 28.6% $1,424 30.2% ====== ====== ====== Note 10 - EMPLOYEE BENEFITS Incentive Compensation Plan The Bank has a plan that provides incentive compensation to key employees if the Bank meets certain performance criteria established by the Board of Directors. The cost of this plan was $435, $355 and $490 in 2002, 2001 and 2000, respectively. (continued) -54- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 10 - EMPLOYEE BENEFITS (concluded) 401(k) Plans The Bank has established a 401(k) profit sharing plan for those employees who meet the eligibility requirements set forth in the plan. Eligible employees may contribute up to 15% of their compensation. Matching contributions by the Bank are at the discretion of the Board of Directors. Contributions totaled $126, $115 and $94 for 2002, 2001 and 2000, respectively. DIRECTOR AND EMPLOYEE DEFERRED COMPENSATION PLANS The Company has director and employee deferred compensation plans. Under the terms of the plans, a director or employee may participate upon approval by the Board. The participant may then elect to defer a portion of his or her earnings (directors' fees or salary) as designated at the beginning of each plan year. Payments begin upon retirement, termination, death or permanent disability, sale of the Company, the ten-year anniversary of the participant's participation date, or at the discretion of the Company. There are currently two participants in the plans. Total deferrals plus earnings were $110, $304 and $297 at December 31, 2002, 2001 and 2000, respectively. There is no expense to the Company for this plan. The directors of a bank acquired by the Company in 1999 adopted two deferred compensation plans for directors - one plan providing retirement income benefits for all directors and the other, a deferred compensation plan, covering only those directors who have chosen to participate in the plan. At the time of adopting these plans, the Bank purchased life insurance policies on directors participating in both plans which may be used to fund payments to them under these plans. Cash surrender values on these policies were $2,700 and $2,555 at December 31, 2002 and 2001, respectively. In 2002, 2001 and 2000, the net (benefit)/cost recorded from these plans, including the cost of the related life insurance, was ($315), ($104) and $30, respectively. Both of these plans were fully funded and frozen as of September 30, 2000. Plan participants were given the option to either remain in the plan until reaching the age of 70 or to receive a lump sum distribution. Participants electing to remain in the plan will receive annual payments over a ten-year period upon reaching 70 years of age. QUALIFIED NON-CONTRIBUTORY DEFINED BENEFIT PLAN The Company maintained a non-contributory defined benefit plan covering substantially all employees of the former Bank of the Pacific, which was frozen and terminated on December 31, 2000. The Bank made annual contributions to the plan equal to the amount accrued for pension expenses, which were invested in shares of registered investment companies. Final funding of the plan did not occur until 2001 upon receipt of plan administrator distribution totals. Contributions of $149 and $312 were made in 2001 and 2000, respectively. NON-QUALIFIED DEFERRED COMPENSATION PLAN The Company has a non-qualified deferred compensation plan to cover selected employees. Its annual contributions to the plan totaled $6, $8 and $22 in 2002, 2001 and 2000, respectively. Covered employees may also contribute to the plan. -55- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 11 - COMMITMENTS AND CONTINGENCIES The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and standby letters of credit, and involve, to varying degrees, elements of credit risk in excess of the amount recognized on the balance sheets. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments. A summary of the Bank's commitments at December 31 is as follows: 2002 2001 Commitments to extend credit $23,638 $23,262 Standby letters of credit 2,326 1,688 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank's experience has been that approximately 67% of loan commitments is drawn upon by customers. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above, and is required in instances where the Bank deems necessary. Certain executive officers have entered into employment contracts with the Bank which provide for contingent payments subject to future events. The Bank has agreements with commercial banks for lines of credit totaling $14,700, none of which was used at December 31, 2002. In addition, the Bank has a credit line with the Federal Home Loan Bank of Seattle totaling 20% of assets, $12,800 of which was used at December 31, 2002. These borrowings are collateralized under blanket pledge and custody agreements. Because of the nature of its activities, the Company is subject to various pending and threatened legal actions which arise in the ordinary course of business. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on the financial position of the Company. -56- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 12 - SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Most of the Bank's business activity is with customers and governmental entities located in the state of Washington, including investments in state and municipal securities. Loans are generally limited by state banking regulations to 20% of the Bank's shareholder's equity, excluding accumulated other comprehensive income (loss). As of December 31, 2002 the Bank's loans to companies in the hotel\motel industry totaled $26,082 or 14% of total loans. Standby letters of credit were granted primarily to commercial borrowers. The Bank, as a matter of practice, generally does not extend credit to any single borrower or group of borrowers in excess of $4 million. Note 13 - STOCK OPTIONS The Company's three stock incentive plans provide for granting incentive stock options, as defined under current tax laws, to key personnel and under the plan adopted in 2000, options not qualified for favorable tax treatment and other types of stock based awards. Under the first plan, options are exercisable 90 days from the date of grant. These options terminate if not exercised within ten years from the date of grant. If after six years from the date of grant fewer than 20% of the options have been exercised, they will expire at a rate of 20% annually. Under the second plan, the options are exercisable one year from the date of grant, at a rate of 10% annually. Options terminate if not exercised when they become available, and no additional grants will be made under these two plans. The plan adopted in 2000, authorizes the issuance of up to a total of 500,000 shares, (358,504 shares are available for grant at December 31, 2002). Under the 2000 plan, options become exercisable ratably over five years. Under the 2000 plan, the Company may grant up to 75,000 shares of its common stock to a single individual in a calendar year. The fair value of each option granted in 2001 and 2000 was estimated on the date of grant, based on the Black-Scholes option pricing model and using the following weighted-average assumptions. There were no options granted in 2000. 2002 2001 Dividend yield 5.67% 5.51% - 5.76% Volatility 18.99% 19.13% Expected life 10 years 10 years Risk-free interest rate 4.64% - 5.59% 4.92% - 5.19% The weighted average fair value of options granted during 2002 and 2001 was $3.03 and $2.59, respectively. The Black-Scholes model used by the Company to calculate option values, as well as other currently accepted option valuation models, were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company's stock option awards. These models also require highly subjective assumptions, including future stock price volatility and expected time until exercise, which greatly affect the calculated values. Accordingly, management believes that this model does not necessarily provide a reliable single measure of the fair value of the Company's option awards. (continued) -57- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 13 - STOCK OPTIONS (concluded) A summary of the status of the Company's stock option plans as of December 31, 2002, 2001 and 2000, and changes during the years ending on those dates, is presented below: 2002 2001 2000 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 184,300 $21.19 74,550 $18.21 78,550 $18.13 Granted 23,996 23.34 126,000 22.22 - - - - Exercised (21,000) 14.09 (12,750) 12.82 (2,750) 12.00 Forfeited (7,500) 22.22 (3,500) 25.63 (1,250) 27.00 ------ ------ ------ Outstanding at end of year 179,796 $22.26 184,300 $21.19 74,550 $18.21 ======= ======= ====== Exercisable at end of year 53,300 $21.08 32,165 $14.40 34,030 $13.65 The following information summarizes information about stock options outstanding and exercisable at December 31, 2002: Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $15.29 17,550 4 $15.29 17,550 $15.29 22.22 - 24.00 140,996 8 22.41 23,000 22.22 27.00 21,250 7 27.00 12,750 27.00 ------- ------ 179,796 53,300 ======= ====== Note 14 - STOCK TRANSACTIONS In June 2000, the Board of Directors effected a 5-for-1 stock split. In addition, the Board of Directors approved an increase in the number of authorized common shares from 5,000,000 to 25,000,000. -58- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 15 - REGULATORY MATTERS The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines on the regulatory framework for prompt corrective action, the Bank must meet specific capital adequacy guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital classification is also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier 1 and total capital (as defined) to risk-weighted assets (as defined). As of December 31, 2002, the most recent notification from the Bank's regulator categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category. The Company and the Bank's actual capital amounts and ratios are also presented in the table. Management believes, as of December 31, 2002, the Company and the Bank meet all capital requirements to which they are subject. To be Well Capitalized Under Prompt Capital Adequacy Corrective Action Actual Purposes Provisions Amount Ratio Amount Ratio Amount Ratio December 31, 2002 Tier 1 capital (to average assets): Consolidated $23,966 8.92% $10,753 4.00% N/A N/A Bank 23,832 8.87 10,753 4.00 $13,441 5.00% Tier 1 capital (to risk-weighted assets): Consolidated 23,966 11.73 8,172 4.00 N/A N/A Bank 23,832 11.67 8,171 4.00 12,257 6.00 Total capital (to risk-weighted assets): Consolidated 26,457 12.95 16,344 8.00 N/A N/A Bank 26,323 12.89 16,342 8.00 20,428 10.00 (continued) -59- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 15 - REGULATORY MATTERS (concluded) To be Well Capitalized Under Prompt Capital Adequacy Corrective Action Actual Purposes Provisions Amount Ratio Amount Ratio Amount Ratio December 31, 2001 Tier 1 capital (to average assets): Consolidated $23,106 9.49% $ 9,738 4.00% N/A N/A Bank 23,077 9.48 9,738 4.00 $12,173 5.00% Tier 1 capital (to risk-weighted assets): Consolidated 23,106 12.27 7,459 4.00 N/A N/A Bank 23,077 12.02 7,681 4.00 11,521 6.00 Total capital (to risk-weighted assets): Consolidated 25,215 13.39 14,918 8.00 N/A N/A Bank 25,186 13.12 15,362 8.00 19,202 10.00 Note 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS The estimated fair values of the Company's financial instruments at December 31 are as follows: 2002 2001 Carrying Fair Carrying Fair Amount Value Amount Value Financial Assets Cash and due from banks, interest-bearing deposits with banks, and federal funds sold $ 8,846 $ 8,846 $ 15,204 $ 15,204 Securities available for sale 52,230 52,230 31,673 31,673 Securities held to maturity 10,362 10,414 4,945 4,942 Federal Home Loan Bank stock 866 866 3,813 3,813 Loans receivable, net 183,031 188,247 174,495 177,569 Loans held for sale 286 286 - - - - Accrued interest receivable 1,493 1,493 1,405 1,405 Financial Liabilities Deposits $225,254 $226,146 $214,644 $214,914 Short-term borrowings 1,800 1,800 - - - - Long-term borrowings 11,000 11,105 - - - - Accrued interest payable 318 318 441 441 (continued) -60- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS (concluded) The Bank assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Bank's financial instruments will change when interest rate levels change and that change may either be favorable or unfavorable to the Bank. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities, and attempts to minimize interest rate risk by adjusting terms of new loans, and deposits and by investing in securities with terms that mitigate the Bank's overall interest rate risk. Note 17 - EARNINGS PER SHARE DISCLOSURES Following is information regarding the calculation of basic and diluted earnings per share for the years indicated. Net Income Shares Per Share (Numerator) (Denominator) Amount Year Ended December 31, 2002 Basic earnings per share: Net income $3,916 2,492,526 $1.57 Effect of dilutive securities: Options - - 17,869 (.01) Diluted earnings per share: ------ --------- ----- Net income $3,916 2,510,395 $1.56 ====== ========= ===== Year Ended December 31, 2001 Basic earnings per share: Net income $3,807 2,491,426 $1.53 Effect of dilutive securities: Options - - 19,736 (.01) Diluted earnings per share: ------ --------- ----- Net income $3,807 2,511,162 $1.52 ====== ========= ===== Year Ended December 31, 2000 Basic earnings per share: Net income $3,303 2,492,326 $1.33 Effect of dilutive securities: Options - - 20,493 (.02) Diluted earnings per share: ------ --------- ----- Net income $3,303 2,512,819 $1.31 ====== ========= ===== The number of shares shown for "options" is the number of incrementional shares that would result from the exercise of options and use of the proceeds to repurchase shares at the average market price during the year. -61- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 18 - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY CONDENSED BALANCE SHEETS - DECEMBER 31 2002 2001 Assets Cash $ 3,467 $ 3,317 Investment in the Bank 24,549 23,485 Due from the Bank 59 - - ------- ------- Total assets $28,075 $26,802 ======= ======= Liabilities and Shareholders' Equity Dividends payable $ 3,392 $ 3,288 Shareholders' equity 24,683 23,514 ------- ------- Total liabilities and shareholders' equity $28,075 $26,802 ======= ======= Condensed Statements of Income - Years Ended December 31 2002 2001 2000 Dividend Income from the Bank $3,200 $3,670 $3,275 Expenses (59) (69) (169) ------ ------ ------- Income before income taxes 3,141 3,601 3,106 Income Tax Benefit 20 23 18 ------ ------ ------- Income before equity in undistributed income of the Bank 3,161 3,624 3,124 Equity in Undistributed Income of the Bank 755 183 179 ------ ------ ------- Net income $3,916 $3,807 $3,303 ====== ====== ====== (continued) -62- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 18 - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (concluded) Condensed Statements of Cash Flows - Years Ended December 31 2002 2001 2000 Operating Activities Net income $3,916 $3,807 $3,303 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed income of subsidiary (755) (183) (179) Other - net (19) (1) 57 Net cash provided by operating activities 3,142 3,623 3,181 ----- ----- ----- Investing Activities (Increase) decrease in due from the Bank - - 3,178 (1,794) ----- ----- ----- Financing Activities Common stock issued 297 164 33 Dividends paid (3,289) (3,204) (3,105) Repurchase of common stock and fractional shares - - (510) - - ----- ----- ----- Net cash used in financing activities (2,992) (3,550) (3,072) ----- ----- ----- Net increase (decrease) in cash 150 3,251 (1,685) Cash Beginning of year 3,317 66 1,751 ----- ----- ----- End of year $3,467 $3,317 $ 66 ====== ====== ======= -63- Notes to Consolidated Financial Statements -------------------------------------------------------------------------------- Pacific Financial Corporation and Subsidiary December 31, 2002 and 2001 Note 19 - QUARTERLY DATA (Unaudited) First Second Third Fourth Quarter Quarter Quarter Quarter Year Ended December 31, 2002 Interest income $3,880 $3,930 $3,942 $4,027 Interest expense 971 981 1,046 993 ----- ----- ----- ----- Net interest income 2,909 2,949 2,896 3,034 Provision for credit losses 954 - - - - - - Non-interest income 454 704 477 424 Non-interest expenses 1,819 1,873 1,848 1,874 ----- ----- ----- ----- Income before income taxes 590 1,780 1,525 1,584 Income taxes 182 534 452 395 --- --- --- --- Net income $ 408 $1,246 $1,073 $1,189 ====== ====== ====== ====== Earnings per common share: Basic $ .16 $ .50 $ .43 $.48 Diluted .16 .50 .43 .47 Year Ended December 31, 2001 Interest income $4,985 $4,671 $4,401 $4,045 Interest expense 2,151 1,766 1,539 1,074 ----- ----- ----- ----- Net interest income 2,834 2,905 2,862 2,971 Provision for credit losses 102 98 98 282 Non-interest income 314 346 442 427 Non-interest expenses 1,808 1,759 1,761 1,865 ----- ----- ----- ----- Income before income taxes 1,238 1,394 1,445 1,251 Income taxes 361 429 399 332 ----- ----- ----- ----- Net income $ 877 $ 965 $1,046 $ 919 ====== ====== ====== ====== Earnings per common share: Basic $ .35 $ .39 $ .42 $.37 Diluted .35 .38 .42 .36 -64- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on the 19th day of March, 2003. PACIFIC FINANCIAL CORPORATION (Registrant) /s/ Dennis A. Long /s/ John Van Dijk -------------------------------- ------------------------------- Dennis A. Long, President and CEO John Van Dijk, Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the 19th day of March, 2003. Principal Executive Officer and Director Principal Financial and Accounting Officer /s/ Dennis A. Long /s/ John Van Dijk -------------------------------- ------------------------------- Dennis A. Long, President and CEO John Van Dijk, Treasurer (CFO) and Director Principal Financial and Principal Executive Officer Accounting Officer Remaining Directors /s/ Joseph A. Malik -------------------------------- ------------------------------- Joseph A. Malik (Chairman of the Board) Sidney R. Snyder /s/ Duane E. Hagstrom -------------------------------- ------------------------------- Gary C. Forcum Duane E. Hagstrom /s/ Walter L. Westling /s/ Robert A. Hall -------------------------------- ------------------------------- Walter L. Westling Robert A. Hall /s/ David L. Woodland /s/ Robert J. Worrell -------------------------------- ------------------------------- David L. Woodland Robert J. Worrell /s/ Susan C. Freese /s/ Randy W. Rognlin -------------------------------- ------------------------------- Susan C. Freese Randy W. Rognlin /s/ Edward Ketel -------------------------------- ------------------------------- Edward Ketel Douglas M. Schermer -65- CERTIFICATIONS UNDER 18 U.S.C. ss. 1350 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 Annual Report on Form 10-K 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 Secretary/Treasurer Chief Executive Officer Chief Financial Officer March 19, 2003 March 19, 2003 CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dennis A. Long, certify that: 1. I have reviewed this annual report on Form 10-K of Pacific Financial Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and -66- (c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 19, 2003 /s/ Dennis A. Long -------------------------------- Dennis A. Long President and Chief Executive Officer -67- CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Van Dijk, certify that: 1. I have reviewed this annual report on Form 10-K of Pacific Financial Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -68- 6. The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 19, 2003 /s/ John Van Dijk -------------------------------- John Van Dijk Treasurer -69- Exhibit Index EXHIBIT NO. EXHIBIT ----------------- ------------ 3.1 Restated Articles of Incorporation (1) 3.2 Bylaws (2) 10 Executive Compensation Plans and Arrangements and Other Management Contracts 10.1 Employment Agreement with Dennis A. Long dated January 2, 2003 10.2 Employment Agreement with John Van Dijk dated January 2, 2003 10.3 Bank of the Pacific Incentive Stock Option Plan (3) 10.4 The Bank of Grays Harbor Incentive Stock Option Plan (3) 10.5 2000 Stock Incentive Compensation Plan (4) 10.6 Bonus Program for Officers (5) 10.7 The Bank of Grays Harbor Employee Deferred Compensation Plan (5) 10.8 Employment Agreement with Bruce D. MacNaughton dated January 2, 2003 21 Subsidiaries of Registrant - Bank of the Pacific, organized under Washington Law 23 Consents of McGladrey & Pullen, LLP, and Knight, Vale & Gregory PLLC, Independent Auditors 99 Description of common stock of the Company (6) (1) Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (2) Incorporated by reference to Exhibit 2b to Form 8-A filed by the Company and declared effective on March 7, 2000 (Registration No. 000-29329) (3) Incorporated by reference to Exhibits 10.7 and 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999. (4) Incorporated by reference to Exhibits 10.1 and 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. (5) Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. (6) Incorporated by reference to Exhibit 99 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. -70-