UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
8-K
CURRENT REPORT
Pursuant to
SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______________________
Date of Report (Date of earliest event reported): November 2, 2010
PACIFIC
FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
|
Washington |
|
000-29829 |
|
91-1815009 |
|
1101
S. Boone St.
Aberdeen, Washington 98520-5244
(360) 533-8870
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
Pacific Financial Corporation ("Pacific") is furnishing information in accordance with Regulation FD regarding its financial results for the nine months ended September 30, 2010. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in any such filing.
Pacific's net income for the three and nine months ended September 30, 2010, was $479,000 and $1,616,000, respectively, compared to a net loss of $2,238,000 and $5,954,000 for the three and nine month periods ended September 30, 2009. The improvement was primarily related to an increase in net interest income and a decrease in provision for credit losses. Net interest margin increased to 3.95% for the nine months ended September 30, 2010, compared to 3.60% for the same period of the prior year. Provision for credit losses for the three and nine months was $850,000 and $2,850,000, down from $3,170,000 and $8,544,000 in the same periods a year ago. The decrease in provision for credit losses is due to an improvement in asset quality as evidenced by a decrease in non-performing loans to $6,590,000 at September 30, 2010, compared to $16,815,000 at September 30, 2009. Non-performing assets totaled $16,279,000, or 2.57% of total assets, at September 30, 2010, compared to $27,008,000, or 3.96% of total assets, at September 30, 2009.
Net interest income for the nine months ended September 30, 2010, was $17,125,000, an increase of $967,000 over the same period of the prior year. Net interest income in the current quarter was $5,743,000, as compared to $5,540,000 in the prior period. The increases are primarily the result of lower rates paid on deposits, including, in particular, certificates of deposit. Additionally, as non-performing loans have declined the reversal of interest income on non-accrual loans has also declined.
Non-interest income decreased $316,000 to $6,201,000 for the nine months ended September 30, 2010, compared to the same period of the prior year, reflecting a reduction in income from loan sales due to a decrease in the volume of loans sold in the secondary market. The volume in 2009 was in excess of historical norms due to exceptionally low mortgage rates and government incentive programs. Non-interest income increased $27,000 for the three months ended September 30, 2010, compared to the same period of the prior year. The increase for the current three month period is due to increases in services charges on deposits and other operating income, which is made up primarily of interchange revenue earned on debit cards. Non-interest expense decreased $738,000 and $2,901,000 to $ 6,331,000 and $18,920,000 for the three and nine months ended September 30, 2010, respectively. The decreases are primarily related to decreases in salary and employee benefits costs, FDIC assessments and other real estate owned (OREO) write-downs. OREO write-downs for the nine months ended September 30, 2010 totaled $564,000 compared to $2,539,000 in the same period of the prior year.
Total assets decreased 5.1% to $634.3 million at September 30, 2010, compared to $668.6 million at December 31, 2009. The decrease is mostly attributable to run off in certificates of deposits which were funded from interest bearing deposits and fed funds sold. Total loans, including loans held for sale, were $486.9 million at September 30, 2010, down from $494.6 million at year-end 2009. The decrease in loans is due to continued reduction in construction and development loans of $12.2 million, and the sale of government guaranteed loans. During the second quarter of 2010, the Company sold approximately $5 million in government guaranteed loans for a gain on sale of $210,000. The ratio of the allowance for credit losses to total loans outstanding was 2.36%, 2.24% and 2.34%, at September 30, 2010, December 31, 2009 and September 30, 2009, respectively.
-2-
Tier 1 leverage and total risk based capital ratios at September 30, 2010 for the Companys subsidiary, Bank of the Pacific, were 9.88% and 14.30%, respectively, compared to 9.03% and 13.07% at December 31, 2009, respectively.
Pacific's unaudited consolidated balance sheets at September 30, 2010 and December 31, 2009, unaudited consolidated statements of operations for the three and nine months ended September 30, 2010 and 2009, and selected performance ratios for the nine months ended September 30, 2010 and 2009, follow.
-3-
PACIFIC FINANCIAL CORPORATION Condensed Consolidated Balance Sheets September 30, 2010 and December 31, 2009 (Dollars in thousands) (Unaudited) |
|
|
| ||||
|
September 30, 2010 |
|
|
December 31, 2009 |
|||
Assets |
|
|
| ||||
Cash and due from banks |
$ |
11,313 |
|
$ |
12,836 |
||
Interest bearing deposits in banks |
|
24,755 |
|
|
35,068 |
||
Federal funds sold |
|
- - |
|
|
5,000 |
||
Investment securities available-for-sale (amortized cost of |
|
43,591 |
|
|
53,677 |
||
Investment securities held-to-maturity (fair value of $6,771 |
|
6,613 |
|
|
7,449 |
||
Federal Home Loan Bank stock, at cost |
|
3,182 |
|
|
3,182 |
||
Loans held for sale |
|
20,339 |
|
|
12,389 |
||
|
|
|
|
|
|
||
Loans |
|
466,585 |
|
|
482,246 |
||
Allowance for credit losses |
|
11,511 |
|
|
11,092 |
||
Loans, net |
|
455,074 |
|
|
471,154 |
||
|
|
|
|
|
|
||
Premises and equipment |
|
15,374 |
|
|
15,914 |
||
Other real estate owned |
|
9,651 |
|
|
6,665 |
||
Accrued interest receivable |
|
2,435 |
|
|
2,537 |
||
Cash surrender value of life insurance |
|
16,616 |
|
|
16,207 |
||
Goodwill |
|
11,282 |
|
|
11,282 |
||
Other intangible assets |
|
1,339 |
|
|
1,445 |
||
Other assets |
|
12,714 |
|
|
13,821 |
||
Total assets |
$ |
634,278 |
|
$ |
668,626 |
||
|
|
|
|
|
|
||
Liabilities and Shareholders' Equity |
|
|
|
|
|
||
Deposits: |
|
|
|
|
|
||
Demand, non-interest bearing |
$ |
90,537 |
|
$ |
86,046 |
||
Savings and interest-bearing demand |
|
240,902 |
|
|
229,281 |
||
Time, interest-bearing |
|
202,800 |
|
|
252,368 |
||
Total deposits |
|
534,239 |
|
|
567,695 |
||
|
|
|
|
|
|
||
Accrued interest payable |
|
1,250 |
|
|
1,125 |
||
Secured borrowings |
|
939 |
|
|
977 |
||
Short-term borrowings |
|
10,500 |
|
|
4,500 |
||
Long-term borrowings |
|
10,500 |
|
|
21,000 |
||
Junior subordinated debentures |
|
13,403 |
|
|
13,403 |
||
Other liabilities |
|
3,041 |
|
|
2,277 |
||
Total liabilities |
|
573,872 |
|
|
610,977 |
||
|
|
|
|
|
|
||
Shareholders' Equity |
|
|
|
|
|
||
Common Stock (par value $1); 25,000,000 shares authorized; 10,121,853 shares issued and outstanding at September 30, 2010 and December 31, 2009 |
|
10,122 |
|
|
10,122 |
||
Additional paid-in capital |
|
41,304 |
|
|
41,270 |
||
Retained earnings |
|
9,215 |
|
|
7,599 |
||
Accumulated other comprehensive loss |
|
(235 |
) |
|
|
(1,342 |
) |
Total shareholders' equity |
|
60,406 |
|
|
57,649 |
||
Total liabilities and shareholders' equity |
$ |
634,278 |
|
$ |
668,626 |
-4-
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||||||
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|||||||
Interest and dividend income |
|
|
|
|
|
|
|
|
|||||||
Loans |
$ |
7,086 |
$ |
7,508 |
$ |
21,499 |
$ |
22,485 |
|||||||
Investment securities and FHLB dividends |
|
516 |
|
751 |
|
1,726 |
|
2,224 |
|||||||
Deposits with banks and federal funds sold |
|
29 |
|
43 |
|
92 |
|
71 |
|||||||
Total interest and dividend income |
|
7,631 |
|
8,302 |
|
23,317 |
|
24,780 |
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Interest Expense |
|
|
|
|
|
|
|
|
|||||||
Deposits |
|
1,550 |
|
2,355 |
|
5,118 |
|
7,196 |
|||||||
Other borrowings |
|
338 |
|
407 |
|
1,074 |
|
1,426 |
|||||||
Total interest expense |
|
1,888 |
|
2,762 |
|
6,192 |
|
8,622 |
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Net Interest Income |
|
5,743 |
|
5,540 |
|
17,125 |
|
16,158 |
|||||||
Provision for credit losses |
|
850 |
|
3,170 |
|
2,850 |
|
8,544 |
|||||||
Net interest income after provision for credit losses |
|
4,893 |
|
2,370 |
|
14,275 |
|
7,614 |
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Non-interest Income |
|
|
|
|
|
|
|
|
|||||||
Service charges on deposits |
|
464 |
|
427 |
|
1338 |
|
1,249 |
|||||||
Gain on sales of other real estate owned |
|
19 |
|
- - |
|
273 |
|
- - |
|||||||
Gain on sales of loans held for sale |
|
1,010 |
|
1,028 |
|
2,859 |
|
3,605 |
|||||||
Gain on sales of investments available-for-sale |
|
- - |
|
116 |
|
402 |
|
419 |
|||||||
Earnings on bank owned life insurance |
|
144 |
|
123 |
|
409 |
|
364 |
|||||||
Other operating income |
|
378 |
|
294 |
|
920 |
|
880 |
|||||||
Total non-interest income |
|
2,015 |
|
1,988 |
|
6,201 |
|
6,517 |
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Non-interest Expense |
|
|
|
|
|
|
|
|
|||||||
Salaries and employee benefits |
|
3,378 |
|
3,366 |
|
9,913 |
|
10,315 |
|||||||
Occupancy and equipment |
|
669 |
|
687 |
|
2,043 |
|
2,013 |
|||||||
Other real estate owned write-downs |
|
73 |
|
22 |
|
564 |
|
2,539 |
|||||||
Other real estate owned operating costs |
|
166 |
|
156 |
|
425 |
|
303 |
|||||||
Professional services |
|
204 |
|
182 |
|
582 |
|
587 |
|||||||
FDIC and State assessments |
|
332 |
|
950 |
|
1,043 |
|
1,573 |
|||||||
Data processing |
|
245 |
|
245 |
|
802 |
|
793 |
|||||||
Other |
|
1,264 |
|
1,461 |
|
3,548 |
|
3,698 |
|||||||
Total non-interest expense |
|
6,331 |
|
7,069 |
|
18,920 |
|
21,821 |
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
|
577 |
|
(2,711 |
) |
|
1,556 |
|
(7,690 |
) | |||||
Provision (benefit) for income taxes |
|
98 |
|
(952 |
) |
|
(60 |
) |
|
(3,352 |
) | ||||
Net Income (Loss) |
$ |
479 |
$ |
(1,759 |
) |
$ |
1,616 |
$ |
(4,338 |
) | |||||
|
|
|
|
|
|
|
|
|
|||||||
Earnings (loss) per common share: |
|
|
|
|
|
|
|
|
|||||||
Basic |
$ |
0.05 |
$ |
(0.19 |
) |
$ |
0.16 |
$ |
(0.54 |
) | |||||
Diluted |
|
0.05 |
|
(0.19 |
) |
|
0.16 |
|
(0.54 |
) |
Weighted Average shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
10,121,853 |
|
9,424,229 |
|
10,121,853 |
|
8,005,901 |
Diluted |
|
10,121,853 |
|
9,424,229 |
|
10,121,853 |
|
8,005,901 |
-5-
PACIFIC FINANCIAL CORPORATION
Selected Performance Ratios
|
Nine months ended September 30, |
| |
|
2010 |
2009 |
|
Net interest margin (1) |
3.95% |
3.60% | |
Efficiency ratio (2) |
81.11% |
96.23% | |
Return on average assets |
0.33% |
(0.88%) | |
Return on average common equity |
3.68% |
(11.00%) |
|
As of Period End | |
|
September 30, |
December 31, |
|
2010 |
2009 |
Book value per common share |
$5.97 |
$5.70 |
Tangible book vale per common share (3) |
$4.72 |
$4.44 |
|
|
|
Tier 1 Leverage Ratio |
9.88% |
9.03% |
Tier 1 Risk Based Capital Ratio |
13.03% |
11.81% |
Total Risk Based Capital Ratio |
14.30% |
13.07% |
(1) Net interest income divided by average earnings assets.
(2) Non interest expense divided by the sum of net interest income and non interest income.
(3) Total shareholders equity less intangibles divided by shares outstanding.
SUMMARY OF NON-PERFORMING ASSETS (in thousands) |
|
September 30, 2010 |
|
December 31, 2009 |
|
September 30, 2009 | |||||||
Accruing loans past due 90 days or more |
$ |
- - |
$ |
547 |
$ |
793 |
| ||||||
Restructured loans |
|
- - |
|
- - |
|
- - |
| ||||||
Non-accrual loans |
|
6,590 |
|
15,647 |
|
16,022 |
| ||||||
Total non-performing loans |
|
6,590 |
|
16,194 |
|
16,815 |
| ||||||
|
|
|
|
|
|
|
| ||||||
Other real estate owned and repossessions |
|
9,689 |
|
6,665 |
|
10,193 |
| ||||||
TOTAL non-performing assets |
$ |
16,279 |
$ |
22,859 |
$ |
27,008 |
| ||||||
|
|
|
|
|
|
|
| ||||||
Non-performing loans to total loans (4) |
|
1.41 |
% |
|
3.36 |
% |
|
3.46 |
% | ||||
Non-performing assets to total assets |
|
2.57 |
% |
|
3.42 |
% |
|
3.96 |
% | ||||
Allowance for loan losses to non-performing loans |
|
174.67 |
% |
|
68.49 |
% |
|
68.87 |
% | ||||
Allowance for loan losses to total loans (4) |
|
2.47 |
% |
|
2.30 |
% |
|
2.39 |
% |
(4) Excludes loans held for sale.
-6-
Loan Composition (in thousands) |
|
September 30, |
|
December 31, |
|||
Commercial and industrial |
$ |
90,836 |
$ |
93,125 |
|||
Real estate: |
|
|
|
|
|||
Construction, land development and other land loans |
|
52,615 |
|
64,812 |
|||
Residential 1-4 family (5) |
|
101,416 |
|
91,821 |
|||
Multi-family |
|
9,058 |
|
8,605 |
|||
Commercial real estate owner occupied |
|
106,950 |
|
105,663 |
|||
Commercial real estate non owner occupied |
|
94,932 |
|
99,521 |
|||
Farmland |
|
22,934 |
|
22,824 |
|||
Consumer |
|
9,040 |
|
9,145 |
|||
Less unearned income |
|
(857 |
) |
|
(881 |
) | |
Total Loans (5) |
$ |
486,924 |
$ |
494,635 |
(5) Includes loans held for sale.
Deposit Composition (in thousands) |
|
September 30, |
|
December 31, |
|||
Non-interest bearing demand |
$ |
90,537 |
$ |
86,046 |
|||
Interest bearing demand |
|
102,525 |
|
91,968 |
|||
Money market deposits |
|
85,346 |
|
86,260 |
|||
Savings deposits |
|
53,031 |
|
51,053 |
|||
Time deposits |
|
202,800 |
|
252,368 |
|||
Total deposits |
$ |
534,239 |
$ |
567,695 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
PACIFIC FINANCIAL CORPORATION | |
|
|
By: |
|
|
|
|
Denise Portmann |
-7-