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PACIFIC FINANCIAL CORP - Quarter Report: 2007 September (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2007
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to ____________
 
Commission File Number 000-29829
 
PACIFIC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Washington
(State or other jurisdiction of
incorporation or organization)
91-1815009
(IRS Employer Identification No.)
 
1101 S. Boone Street
Aberdeen, Washington 98520-5244
(360) 533-8870
 
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer or non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
 
Large accelerated filer o        Accelerated Filer x  Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
 
The number of shares of the issuer's common stock, par value $1.00 per share, outstanding as of October 31, 2007, was 6,612,445 shares.
 


TABLE OF CONTENTS

FINANCIAL INFORMATION
3
     
ITEM 1.
FINANCIAL STATEMENTS
3
     
 
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
3
     
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
4
     
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
5
     
 
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
6
     
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7
     
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
13
     
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
21
     
ITEM 4.
CONTROLS AND PROCEDURES
21
     
PART II
OTHER INFORMATION
21
     
ITEM 1.
LEGAL PROCEEDINGS
22
     
ITEM 1A.
RISK FACTORS
22
     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
22
     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
22
     
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
22
     
ITEM 5.
OTHER INFORMATION
22
     
ITEM 6.
EXHIBITS
22
     
 
SIGNATURES
22



PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS

PACIFIC FINANCIAL CORPORATION
Condensed Consolidated Balance Sheets
September 30, 2007 and December 31, 2006
(Dollars in thousands) (Unaudited)

   
September 30, 2007
 
December 31, 2006
 
Assets
         
Cash and due from banks
 
$
16,611
 
$
14,964
 
Interest bearing balances with banks
   
2,881
   
5,479
 
Federal funds sold
   
7,920
   
20,345
 
Investment securities available for sale
   
42,388
   
36,608
 
Investment securities held-to-maturity
   
5,073
   
6,104
 
Federal Home Loan Bank stock, at cost
   
1,858
   
1,858
 
Loans held for sale
   
17,927
   
14,368
 
               
Loans
   
435,857
   
424,801
 
Allowance for credit losses
   
4,959
   
4,033
 
Loans, net
   
430,898
   
420,768
 
               
Premises and equipment
   
13,550
   
11,537
 
Accrued interest receivable
   
3,365
   
3,006
 
Cash surrender value of life insurance
   
9,963
   
9,714
 
Goodwill
   
11,282
   
11,282
 
Other intangible assets
   
1,764
   
1,871
 
Other assets
   
2,998
   
4,480
 
               
Total assets
 
$
568,478
 
$
562,384
 
               
Liabilities and Shareholders' Equity
             
Deposits:
             
Non-interest bearing
 
$
93,956
 
$
91,657
 
Interest-bearing
   
378,539
   
375,184
 
Total deposits
   
472,495
   
466,841
 
               
Accrued interest payable
   
1,310
   
1,415
 
Secured borrowings
   
1,548
   
1,906
 
Long-term borrowings
   
21,500
   
21,500
 
Junior subordinated debentures
   
13,403
   
13,403
 
Other liabilities
   
3,607
   
8,335
 
Total liabilities
   
513,863
   
513,400
 
               
Commitments and Contingencies (Note 6)
             
               
Shareholders' Equity
             
Common Stock (par value $1); 25,000,000 shares authorized; 6,581,445 shares issued and outstanding at September 30, 2007 and 6,524,407 at December 31, 2006
   
6,581
   
6,524
 
Additional paid-in capital
   
26,898
   
26,047
 
Retained earnings 
   
21,462
   
16,731
 
Accumulated other comprehensive loss
   
(326
)
 
(318
)
Total shareholders' equity
   
54,615
   
48,984
 
               
Total liabilities and shareholders' equity
 
$
568,478
 
$
562,384
 

See notes to condensed consolidated financial statements.

3


PACIFIC FINANCIAL CORPORATION
Condensed Consolidated Statements of Income
Three and nine months ended September 30, 2007 and 2006
(Dollars in thousands, except per share data)
(Unaudited)

   
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
   
2007
 
2006
 
2007
 
2006
 
Interest and dividend income
                 
Loans
 
$
9,574
 
$
8,905
 
$
28,661
 
$
24,883
 
Investment securities and FHLB dividends
   
507
   
432
   
1,478
   
1,169
 
Deposits with banks and federal funds sold
   
250
   
428
   
349
   
602
 
Total interest and dividend income
   
10,331
   
9,765
   
30,488
   
26,654
 
                           
Interest Expense
                         
Deposits
   
3,566
   
3,042
   
10,127
   
7,630
 
Other borrowings
   
434
   
468
   
1,712
   
1,237
 
Total interest expense
   
4,000
   
3,510
   
11,839
   
8,867
 
                           
Net Interest Income
   
6,331
   
6,255
   
18,649
   
17,787
 
Provision for credit losses
   
60
   
550
   
422
   
550
 
Net interest income after provision for credit losses
   
6,271
   
5,705
   
18,227
   
17,237
 
                           
Non-interest Income
                         
Service charges on deposits
   
374
   
347
   
1,106
   
1,103
 
Gain on sales of loans
   
422
   
535
   
1,377
   
1,421
 
Loss on sale of investments available for sale
   
   
   
(20
)
 
 
Gain on sale of foreclosed real estate
   
   
   
   
5
 
Loss on sale of premises and equipment
   
   
(5
)
 
(18
)
 
(3
)
Other operating income
   
267
   
214
   
713
   
600
 
Total non-interest income
   
1,063
   
1,091
   
3,158
   
3,126
 
                           
Non-interest Expense
                         
Salaries and employee benefits
   
3,065
   
2,758
   
8,983
   
7,908
 
Occupancy and equipment
   
644
   
610
   
1,858
   
1,763
 
Other
   
1,308
   
1,268
   
4,180
   
3,745
 
Total non-interest expense
   
5,017
   
4,636
   
15,021
   
13,416
 
                           
Income before income taxes
   
2,317
   
2,160
   
6,364
   
6,947
 
Provision for income taxes
   
686
   
617
   
1,633
   
2,069
 
                           
Net Income
 
$
1,631
 
$
1,543
 
$
4,731
 
$
4,878
 
                           
Comprehensive Income
 
$
1,904
 
$
1,673
 
$
4,723
 
$
4,778
 
                           
Earnings per common share:
                         
Basic
 
$
0.25
 
$
0.24
 
$
0.72
 
$
0. 75
 
Diluted
   
0.24
   
0.23
   
0.71
   
0.74
 
Weighted Average shares outstanding:
                         
Basic
   
6,581,445
   
6,480,362
   
6,572,195
   
6,479,645
 
Diluted
   
6,667,559
   
6,589,900
   
6,672,034
   
6,580,766
 

See notes to condensed consolidated financial statements.
 

4


PACIFIC FINANCIAL CORPORATION
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2007 and 2006
(Dollars in thousands)
(Unaudited)

   
2007
 
2006
 
OPERATING ACTIVITIES
         
Net income
 
$
4,731
 
$
4,878
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
Provision for credit losses
   
422
   
550
 
Depreciation and amortization
   
1,060
   
928
 
Origination of loans held for sale
   
(98,848
)
 
(73,506
)
Proceeds of loans held for sale
   
96,651
   
77,028
 
Gain on sales of loans
   
(1,362
)
 
(1,421
)
Loss on sale of investments available for sale
   
20
   
 
Gain on sale of foreclosed real estate
   
   
(5
)
Loss on sale of premises and equipment
   
18
   
3
 
Increase in accrued interest receivable
   
(359
)
 
(440
)
Increase (decrease) in accrued interest payable
   
(105
)
 
625
 
Other, net
   
1,455
   
(1,483
)
               
Net cash provided by operating activities
   
3,683
   
7,157
 
               
INVESTING ACTIVITIES
             
Net (increase) decrease in federal funds sold
   
12,425
   
(31,485
)
Net (increase) decrease in interest bearing balances with banks
   
2,598
   
(5,119
)
Purchase of securities available for sale
   
(12,752
)
 
(7,261
)
Proceeds from maturities of investments held to maturity
   
201
   
253
 
Proceeds from sales of securities available for sale
   
805
   
 
Proceeds from maturities of securities available for sale
   
6,922
   
1,608
 
Proceeds from sales of government guaranteed loans
   
301
   
 
Net increase in loans
   
(10,862
)
 
(7,410
)
Proceeds from sales of foreclosed real estate
   
   
42
 
Additions to premises and equipment
   
(3,061
)
 
(2,040
)
Proceeds from sales of premises and equipment
   
190
   
4
 
Deposit assumption and transfer
   
   
(1,268
)
               
Net cash used in investing activities
   
(3,233
)
 
(52,676
)
               
FINANCING ACTIVITIES
             
Net increase in deposits
   
5,654
   
53,109
 
Net decrease in short-term borrowings
   
   
(3,985
)
Net decrease in secured borrowings
   
(358
)
 
(229
)
Proceeds from issuance of long-term borrowings
   
   
2,000
 
Repayments of long-term borrowings
   
   
(5,000
)
Proceeds from junior subordinated debentures
   
   
8,248
 
Issuance of common stock
   
794
   
243
 
Payment of cash dividends
   
(4,893
)
 
(4,719
)
               
Net cash provided by financing activities
   
1,197
   
49,667
 
               
Net increase in cash and due from banks
   
1,647
   
4,148
 
               
Cash and due from Banks
             
Beginning of period
   
14,964
   
11,223
 
               
End of period
 
$
16,611
 
$
15,371
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
             
Cash payments for:
             
Interest
 
$
11,944
 
$
8,242
 
Income taxes
   
1,525
   
1,667
 
               
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
             
Change in fair value of securities available for sale, net of tax
 
$
(8
)
$
(100
)
Transfer of securities held to maturity to available for sale
   
825
   
 
               

See notes to condensed consolidated financial statements.

5


PACIFIC FINANCIAL CORPORATION
Condensed Consolidated Statements of Shareholders' Equity
Nine months ended September 30, 2007 and 2006
(Dollars in thousands)
(Unaudited)

   
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
 
                       
Balance January 1, 2006
 
$
6,464
 
$
25,386
 
$
15,073
   
($323
)
$
46,600
 
                                 
Other comprehensive income:
                               
Net income
               
4,878
         
4,878
 
Change in fair value of securities available for sale, net
                     
(100
)
 
(100
)
Comprehensive income
                           
4,778
 
                                 
Issuance of common stock
   
16
   
227
               
243
 
Stock compensation expense
         
23
               
23
 
 
         
 
   
 
   
 
   
 
 
Balance September 30, 2006
 
$
6,480
 
$
25,636
 
$
19,951
   
($423
)
$
51,644
 
                                 
Balance January 1, 2007
 
$
6,524
 
$
26,047
 
$
16,731
   
($318
)
$
48,984
 
                                 
Other comprehensive income:
                               
Net income
               
4,731
         
4,731
 
Change in fair value of securities available for sale, net
                     
(8
)
 
(8
)
Comprehensive income
                           
4,723
 
                                 
Issuance of common stock
   
25
   
395
               
420
 
Stock options exercised
   
32
   
342
               
374
 
Stock compensation expense
         
66
               
66
 
Tax benefit from exercise of stock options
         
48
               
48
 
 
         
 
   
 
   
 
   
 
 
Balance September 30, 2007
 
$
6,581
 
$
26,898
 
$
21,462
   
($326
)
$
54,615
 

See notes to condensed consolidated financial statements.
 
6


PACIFIC FINANCIAL CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Note 1 – Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared by Pacific Financial Corporation ("Pacific" or the "Company") in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q. Accordingly, these financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2007, are not necessarily indicative of the results anticipated for the year ending December 31, 2007. Certain information and footnote disclosures included in the Company's consolidated financial statements for the year ended December 31, 2006, have been condensed or omitted from this report. Accordingly, these statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 10-K”).
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
 
All dollar amounts in tables and in the text of these notes, except earnings per share and per share information, are stated in thousands.
 
Note 2 – Earnings per Share
 
The following table illustrates the computation of basic and diluted earnings per share.
 
   
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
   
2007
 
2006
 
2007
 
2006
 
Basic:
                 
Net income
 
$
1,631,000
 
$
1,543,000
 
$
4,731,000
 
$
4,878,000
 
Weighted average shares outstanding
   
6,581,445
   
6,480,362
   
6,572,195
   
6,479,645
 
Basic earnings per share
 
$
0.25
 
$
0.24
 
$
0.72
 
$
0.75
 
                           
Diluted:
                         
Net income
 
$
1,631,000
 
$
1,543,000
 
$
4,731,000
 
$
4,878,000
 
Weighted average shares outstanding
   
6,581,445
   
6,480,362
   
6,572,195
   
6,479,645
 
Effect of dilutive stock options
   
86,114
   
109,538
   
99,839
   
101,120
 
Weighted average shares outstanding assuming dilution
   
6,667,559
   
6,589,900
   
6,672,034
   
6,580,766
 
Diluted earnings per share
 
$
0.24
 
$
0.23
 
$
0.71
 
$
0.74
 
 
7


As of September 30, 2007 and 2006, there were 130,450 and 252,600 shares, respectively, subject to outstanding options to acquire common stock with exercise prices in excess of the current market value. These shares are not included in the table above, as exercise of these options would not be dilutive to shareholders.

Note 3 – Investment Securities

Investment securities consist principally of short and intermediate term debt instruments issued by the U.S. Treasury, other U.S. government agencies, state and local government units, and other corporations.
 
 
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Securities Held to Maturity 
                 
                   
September 30, 2007
                 
Mortgage-backed securities
 
$
805
 
$
 
$
7
 
$
798
 
State and municipal securities
   
4,268
   
36
   
13
   
4,291
 
                           
Total
 
$
5,073
 
$
36
 
$
20
 
$
5,089
 
 
December 31, 2006
                 
Mortgage-backed securities
 
$
949
 
$
 
$
6
 
$
943
 
State and municipal securities
   
5,155
   
38
   
35
   
5,158
 
                           
Total
 
$
6,104
 
$
38
 
$
41
 
$
6,101
 
 
Securities Available for Sale                   
                   
September 30, 2007
                 
U.S. Government securities
 
$
4,842
 
$
32
 
$
12
 
$
4,862
 
State and municipal securities
   
15,593
   
67
   
173
   
15,487
 
Mortgage-backed securities
   
17,870
   
18
   
261
   
17,627
 
Corporate securities
   
1,536
   
--
   
27
   
1,509
 
Mutual funds
   
3,041
   
--
   
138
   
2,903
 
                           
Total
 
$
42,882
 
$
117
 
$
611
 
$
42,388
 
 
December 31, 2006
                         
U.S. Government securities
 
$
8,346
 
$
22
 
$
57
 
$
8,311
 
State and municipal securities
   
13,719
   
69
   
169
   
13,619
 
Mortgage-backed securities
   
10,434
   
27
   
229
   
10,232
 
Corporate securities
   
1,550
   
   
38
   
1,512
 
Mutual funds
   
3,041
   
   
107
   
2,934
 
                           
Total
 
$
37,090
 
$
118
 
$
600
 
$
36,608
 
 
8


For all the above investment securities, the unrealized losses are generally due to changes in interest rates and, as such, are considered to be temporary by management. The Company has the ability and intent to hold securities with a stated maturity until the value recovers. Based on management’s evaluation and intent, none of the unrealized losses are considered other-than-temporary. The Company regularly reviews its investment portfolio to determine whether any of its securities are other-than-temporarily impaired. In addition to accounting and regulatory guidance, to determine whether a security is other-than-temporarily impaired, the Company considers the duration and amount of each unrealized loss, the financial condition of the issuer, and the prospects for a change in market or net asset value within a reasonable period of time. We also consider that the contractual cash flows of certain mortgage backed securities are guaranteed by an agency of the United States Government.
 
In 2007, the Bank transferred $825 in municipal bonds from held to maturity to available for sale as a result of significant deterioration in the credit quality of the bond issuer. The bonds were subsequently sold and the Bank realized a loss on the sale of $20.
 
Note 4 – Allowance for Credit Losses
 
   
Three Months
Ended
September 30,
 
Nine Months
Ended
September 30,
 
Twelve Months
Ended
Ended December 31,
 
   
2007
 
2006
 
2007
 
2006
 
2006
 
                       
Balance at beginning of period
 
$
4,475
 
$
5,233
 
$
4,033
 
$
5,296
 
$
5,296
 
                                 
Provision for credit losses
   
60
   
550
   
422
   
550
   
625
 
                                 
Charge-offs
   
(26
)
 
(1,838
)
 
(74
)
 
(1,942
)
 
(1,945
)
Recoveries
   
450
   
9
   
578
   
50
   
57
 
Net (charge-offs) recoveries
   
424
   
(1,829
)
 
504
   
(1,892
)
 
(1,888
)
                                 
Balance at end of period
 
$
4,959
 
$
3,954
 
$
4,959
 
$
3,954
 
$
4,033
 

Note 5 – Stock Based Compensation
 
Prior to January 1, 2006, the Company accounted for stock option plans under the recognition and measurement principles of Accounting Principles Bulletin (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost was reflected in net income for previous awards, as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant.
 
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment, which requires measurement of compensation cost for all stock-based awards based on the grant date fair value and recognition of compensation cost over the service period of stock-based awards. The Company has adopted SFAS No. 123R using the modified prospective method, which provides for no restatement of prior periods and no cumulative adjustment to equity accounts. It also provides for expense recognition for both new and existing unvested stock-based awards. Stock-based compensation expense during the nine months ended September 30, 2007 and 2006 was $66 and $23 ($44 and $15 net of tax), respectively. Future compensation expense for unvested awards outstanding as of September 30, 2007 is estimated to be $175 recognized over a weighted average period of 2.7 years. Cash received from the exercise of stock options during the nine months ended September 30, 2007 and 2006 totaled $374 and $10, respectively.
 
9

 
The fair value of stock options granted during the nine months ended September 30, 2007 and 2006 is determined using the Black-Scholes option pricing model based on assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s common stock. The expected term of stock options granted is based on the simplified method, which is the simple average between contractual term and vesting period. The risk-free rate is based on the expected term of stock options and the applicable U.S. Treasury yield in effect at the time of grant.
 
Grant period ended
 
Expected
Life
 
Risk Free
Interest Rate
 
Expected
Volatility
 
Dividend
Yield
 
Average
Fair Value
 
September 30, 2007
   
6.5 years
   
4.83
%
 
15.65
%
 
4.75
%
$
1.86
 
September 30, 2006
   
6.5 years
   
4.97
%
 
16.53
%
 
4.83
%
$
1.88
 

A summary of stock option activity under the stock option plans as of September 30, 2007 and 2006, and changes during the nine months then ended are presented below:

   
Shares
 
Weighted 
Average 
Exercise Price
 
Weighted 
Average 
Remaining 
Contractual 
Term ( Years)
 
Aggregate 
Intrinsic 
Value
 
September 30, 2007
                 
                   
Outstanding beginning of period
   
699,729
 
$
13.70
             
Granted
   
77,250
   
15.79
             
Exercised
   
(32,026
)
 
11.69
         
Forfeited
   
(94,100
)
 
16.60
             
Expired
   
(1,700
)
 
5.88
             
Outstanding end of period
   
649,153
 
$
13.65
   
5.7
 
$
1,038
 
Exercisable end of period
   
492,895
 
$
13.28
   
5.2
 
$
971
 
September 30, 2006
                         
                           
Outstanding beginning of period
   
687,674
 
$
13.28
             
Granted
   
57,000
   
15.13
             
Exercised
   
(900
)
 
11.11
             
Forfeited
   
   
             
Outstanding end of period
   
743,774
 
$
13.43
   
6.2
 
$
3,253
 
Exercisable end of period
   
615,968
 
$
13.34
   
5.9
 
$
2,750
 
 
10


A summary of the status of the Company’s nonvested options as of September 30, 2007 and 2006 and changes during the nine months then ended are presented below:
 
   
2007
 
2006
 
 
 
Shares
 
Weighted 
Average Fair 
Value
 
Shares
 
Weighted 
Average Fair 
Value
 
Non-vested beginning of period
   
129,206
 
$
2.37
   
144,006
 
$
2.00
 
Granted
   
77,250
   
1.86
   
57,000
   
1.82
 
Vested
   
(32,898
)
 
2.61
   
(73,200
)
 
1.27
 
Forfeited
   
(17,300
)
 
2.02
   
   
 
Non-vested end of period
   
156,258
 
$
2.10
   
127,806
 
$
2.36
 

The total intrinsic value of stock options exercised during the nine months ended September 30, 2007 and 2006 was $161 and $4, respectively.

Note 6 - Commitments and Contingencies

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 results of operations or financial position of the Company.

Note 7 - Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) - an Interpretation of FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. FIN 48 was effective as of the beginning of the Company’s 2007 fiscal year. The cumulative effect, if any, of applying FIN 48 is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. The adoption of FIN 48 on January 1, 2007 did not have a material effect on the Company’s consolidated financial statements.
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS No. 157 becomes effective for the Company on January 1, 2008. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
 
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157. SFAS No. 159 permits entities to choose to measure financial assets and liabilities at fair value. The election to measure a financial asset or liability at fair value can be made on an instrument-by-instrument basis and is irrevocable. The difference between carrying value and fair value at the election date is recorded as a transition adjustment to opening retained earnings. Subsequent changes in fair value are recognized in earnings. The Company did not early adopt SFAS No. 159, and is currently assessing the impact the adoption of the standard will have on its consolidated financial statements.

11


Note 8 - Subsequent Event
 
Subsequent to September 30, 2007, the Company entered into Executive Supplemental Compensation Agreements with member of senior management. Simultaneously, the Company purchased $5,000 in bank owned life insurance to fund certain future retirement payments or death benefits under the agreements.

12


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
A Warning About Forward-Looking Information
 
This document contains forward-looking statements that are subject to risks and uncertainties. These statements are based on the present 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 described in our 2006 10-K, as well as risks relating to, among other things, the following:
 
1. competitive pressures among depository and other financial institutions that may impede our ability to attract and retain borrowers, depositors and other customers, retain key employees, and maintain our interest margins and fee income;
 
2. changes in the interest rate environment that may reduce margins or decrease the value of our securities;
 
3. our growth strategy which may not be successful if we fail to accurately assess market opportunities, anticipated capital requirements, or the quality of assets, or if we fail to adequately control expenses;
 
4. general economic or business conditions, either nationally or in the regions in which we do business, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality, a reduced demand for credit, or decreases in the value of real estate that is the collateral for many of our loans; and
 
5. a lack of liquidity in the market for our common stock may make it difficult or impossible for you to liquidate your investment in our stock or lead to distortions in the market price of our stock.
 
Our management believes the forward-looking statements in this report 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.

13


Overview
 
The Company is a bank holding company headquartered in Aberdeen, Washington. The Company's wholly-owned subsidiary, The Bank of the Pacific (the “Bank”), is a state chartered bank, also located in Washington. The Company also has two wholly-owned subsidiary trusts known as PFC Statutory Trust I and II (the “Trusts”) that were formed December 2005 and May 2006, respectively, in connection with the issuance of pooled trust preferred securities. The Company was incorporated in the state of Washington on February 12, 1997, pursuant to a holding company reorganization of the Bank.
 
The Company conducts its banking business through the Bank, which operates 18 branches located in communities in Grays Harbor, Pacific, Whatcom, Skagit and Wahkiakum counties in the state of Washington and one in Clatsop County, Oregon. In addition, the Bank has entered into construction contracts to relocate its Barkley and Ferndale, Washington branches to new facilities and has announced plans to open a new branch in Warrenton, Oregon in 2008.
 
The Bank provides loan and deposit services to customers who are predominantly small and middle-market businesses and middle-income individuals. The Bank is currently in the process of evaluating additional cash management products to include merchant remote deposit capture; introduction of this product is expected in the second quarter of 2008. A business investment sweep account was rolled out during the second quarter of 2007, with balances growing to $16 million as of September 30, 2007. While these products are expected to have a minor impact on revenue and expense in 2007, the Bank anticipates that the new products will enhance its ability to attract, grow and retain core deposit relationships.
 
Critical Accounting Policies
 
Critical accounting policies are discussed in the 2006 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation - Critical Accounting Policies.” There have not been any material changes in our critical accounting policies and estimates relating to our allowance for credit losses as compared to that contained in the 2006 10-K.
 
Recent Accounting Pronouncements
 
Please see Note 7 of the Company's Notes to Condensed Consolidated Financial Statements above for a discussion of recent accounting pronouncements and the likely effect on the Company.
 
Results of Operations
 
Net income. For the three months ended September 30, 2007, Pacific's net income was $1,631,000 compared to $1,543,000 for the same period in 2006. The increase in net income for the three month period is due primarily to a decline in loan loss provision expense. For the nine months ended September 30, 2007, net income was $4,731,000 compared to $4,878,000 for the same period in 2006. The decrease in net income for the nine month period resulted primarily from increases in staffing and benefits expenses of $1,075,000 over the same period in 2006. Return on average equity for the nine months ended September 30, 2007 and 2006, was 9.2% and 10.0%, respectively.
 
Net interest income. For the three and nine months ended September 30, 2007, we experienced compression in our net interest margin when compared to the same period in 2006. This compression resulted from an increasing reliance on higher cost deposits and borrowings to fund loan growth. Net interest income for the three and nine months ended September 30, 2007 increased $76,000, or 1.22%, and $862,000, or 4.85%, respectively, compared to the same periods in 2006. The increase is primarily related to the increase in interest income as a result of greater average balances of interest earning assets. See the table below and the accompanying discussion for further information on interest income and expense. The net interest margin (net interest income divided by average earning assets) decreased to 4.88% for the nine months ended September 30, 2007 from 5.09% for the same period last year. The decline in net interest margin is due primarily to an increase in the average cost of funds from 3.17% for the nine months ended September 30, 2006 to 3.81% for the current nine-month period. The Company’s average cost of funds had been steadily increasing for the past several quarters due to competitive pressures and rising interest rates; however, it remained flat for the quarter ending September 30, 2007.

14


The Federal Reserve Board heavily influences market interest rates, including deposit and loan rates offered by many financial institutions. The Company’s loan portfolio is significantly affected by changes in the prime interest rate, and similarly, our deposits are affected by changes in the federal funds rate. These particular rates remained unchanged for approximately 15 months until the Federal Reserve Board decreased the federal funds rate during the third quarter of 2007 50 basis points to 4.75%. As a result of this rate cut, the national prime rate decreased 50 basis points to 7.75% as well. These rates were subsequently decreased an additional 25 basis points on October 31st of this year.
 
The following table sets forth information with regard to average balances of interest earning assets and interest bearing liabilities and the resultant yields or cost, net interest income, and the net interest margin on a tax equivalent basis. Loans held for sale and non-accrual loans are included in total loans.
 
Nine Months Ended September 30,

   
 
 
2007
 
 
 
 
 
2006
 
 
 
 
 
 
 
Interest
 
 
 
 
 
Interest
 
 
 
(dollars in thousands)
 
Average
 
Income
 
Avg
 
Average
 
Income
 
Avg
 
 
 
Balance
 
(Expense)
 
Rate
 
Balance
 
(Expense)
 
Rate
 
Interest Earning Assets
                         
Loans (1)
 
$
455,395
 
$
28,784*
   
8.43
%
$
411,084
 
$
24,961*
   
8.10
%
Taxable securities
   
25,165
   
948
   
5.02
   
21,505
   
686
   
4.25
 
Tax-exempt securities
   
17,550
   
798*
   
6.06
   
16,113
   
732*
   
6.06
 
Federal Home Loan Bank Stock
   
1,858
   
3
   
.22
   
1,858
   
   
 
Interest earning balances with banks
   
9,086
   
349
   
5.12
   
15,766
   
602
   
5.09
 
                                       
Total interest earning assets
 
$
509,054
 
$
30,882
   
8.09
%
$
466,326
 
$
26,981
   
7.71
%
                                       
Cash and due from banks
   
12,229
               
12,095
             
Bank premises and equipment (net)
   
12,900
               
10,981
             
Other assets
   
28,542
               
25,947
             
Allowance for credit losses
   
(4,489
)
             
(5,252
)
           
                                       
Total assets
 
$
558,236
             
$
510,097
             
                                       
Interest Bearing Liabilities
                                     
Savings and interest bearing demand
 
$
192,146
 
$
(3,756
)
 
2.61
%
$
196,078
 
$
(3,348
)
 
2.28
%
Time deposits
   
177,604
   
(6,371
)
 
4.78
   
141,494
   
(4,282
)
 
4.04
 
Total deposits
   
369,750
   
(10,127
)
 
3.65
   
337,572
   
(7,630
)
 
3.01
 
                                       
Short-term borrowings
   
7,834
   
(324
)
 
5.51
   
1,843
   
(74
)
 
5.35
 
Long-term borrowings
   
21,500
   
(619
)
 
3.84
   
23,629
   
(660
)
 
3.72
 
Secured borrowings
   
1,548
   
(84
)
 
7.24
   
2,035
   
(106
)
 
6.95
 
Junior subordinated debentures
   
13,403
   
(685
)
 
6.81
   
8,237
   
(397
)
 
6.43
 
Total borrowings
   
44,285
   
(1,712
)
 
5.15
   
35,744
   
(1,237
)
 
4.61
 
                                       
Total interest-bearing liabilities
 
$
414,035
 
$
(11,839
)
 
3.81
%
$
373,316
 
$
(8,867
)
 
3.17
%
                                       
Demand deposits
   
87,483
               
83,998
             
Other liabilities
   
5,025
               
3,828
             
Shareholders’ equity
   
51,693
               
48,955
             
                                       
Total liabilities and shareholders’ equity
 
$
558,236
             
$
510,097
             
                                       
Net interest income
       
$
19,043*
             
$
18,114*
       
Net interest spread
               
4.99
%
             
5.18
%
Net interest margin
               
4.88
%
             
5.09
%
Tax equivalent adjustment
       
$
394*
             
$
327*
       
 
* Tax equivalent basis – 34% tax rate used
(1) Interest income on loans includes loan fees of $1,451 and $1,087 in 2007 and 2006, respectively.
 
15

 
Interest and dividend income for the three and nine months ended September 30, 2007 increased $566,000, or 5.80%, and $3,834,000, or 14.38%, respectively compared to the same periods in 2006. Growth in average loan balances and higher amortized loan fees contributed to increased net interest income. Loans averaged $455.4 million with an average yield of 8.43% for the nine months ended September 30, 2007 compared to average loans of $411.1 million with an average yield of 8.10% for the same period in 2006.
 
Interest expense for the three and nine months ended September 30, 2007 increased $490,000, or 13.96%, and $2,972,000 or 33.52%, respectively, compared to the same periods in 2006. The increase is primarily attributable to rate increases on interest-bearing deposits, additional expense related to $8 million in junior subordinated debentures issued in May 2006 and an increased volume of short-term borrowings (primarily wholesale repurchase agreements). The Company began utilizing wholesale repurchase agreements as an additional funding source in the first quarter of 2007, but due to the Company’s favorable liquidity position, the balances were paid off in August 2007. Average interest-bearing deposit balances for the nine months ended September 30, 2007 and 2006 were $369.8 million and $337.6 million, respectively, with an average cost of 3.65% and 3.01%, respectively. Affected by a flat yield curve for most of 2007, net interest spread declined to 4.99% in the third quarter of 2007 from 5.18% in the third quarter of 2006.
 
Average secured borrowings for the nine months ended September 30, 2007 and 2006 were $1,548,000 and $2,035,000, respectively. The secured borrowings represent borrowings collateralized by participation interests in loans originated by the Company. Average long and short term borrowings for the nine months ended September 30, 2007 were $29,334,000 with an average cost of 4.29% compared to $25,472,000 with an average cost of 3.84% for the same period in 2006.
 
Provision and allowance for credit losses. The allowance for credit losses reflects management's current estimate of the amount required to absorb losses on loans based on factors present as of the end of the period.  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 in order to maintain the allowance at a level that management deems adequate.
 
There is no precise method of predicting specific credit losses or amounts that ultimately may be charged off. 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 is a matter of judgment that requires consideration of many factors, including (a) 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 analysis, on a monthly basis, of all loans judged to present a possibility of loss (if, as a result of such monthly analysis, 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. An analysis of the adequacy of the allowance is conducted by management quarterly and is reviewed by the board of directors. Based on this analysis, management considers the allowance for credit losses to be adequate at September 30, 2007.

16


Periodic provisions for credit 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. For additional information, please see the discussion under the heading "Critical Accounting Policy" in Item 7 of our 2006 10-K.
 
During the three and nine months ended September 30, 2007, provision for credit losses totaled $60,000 and $422,000, respectively, compared to $550,000 for each of the same periods in 2006. For the nine months ended September 30, 2007, net recoveries were $504,000 compared to net charge-offs of $1,892,000 for the same period in 2006. See non-performing assets below for discussion regarding 2007 recoveries. Net charge-offs for the twelve months ended December 31, 2006 were $1,888,000. The Bank recorded a single charge-off of $1,827,000 during the third quarter of 2006 that was attributable to one borrower. The ratio of net recoveries / (charge-offs) to average loans outstanding for the three months ended September 30, 2007 and 2006 was 0.09% and (0.44)%, respectively, and 0.11% and (0.46)% for the nine months ended September 30, 2007 and 2006, respectively.
 
At September 30, 2007, the allowance for credit losses was $4,959,000 compared to $4,033,000 at December 31, 2006, and $3,954,000 at September 30, 2006. The increase from September 30, 2006 is attributable to increased loan loss provision of $422,000 during the nine months ended September 30, 2007 and the single recovery discussed below. The ratio of the allowance for credit losses to total loans outstanding (including loans held for sale) was 1.09%, 0.92% and 0.96%, at September 30, 2007, December 31, 2006, and September 30, 2006, respectively.
 
Non-performing assets and foreclosed real estate owned. Non-performing assets totaled $3,202,000 at September 30, 2007. This represents 0.71% of total loans (including loans held for sale), compared to $7,711,000, or 1.76%, at December 31, 2006, and $6,698,000, or 1.64%, at September 30, 2006. Non-accrual loans totaled $621,000, $7,335,000 and $6,698,000 at September 30, 2007, December 31, 2006 and September 30, 2006, respectively. Non-accrual loans at December 31, 2006 and September 30, 2006 related primarily to one borrower involved in the forest products industry. These loans were partially guaranteed by the United States Department of Agriculture (“USDA”). The significant improvement in non-accrual loans outstanding from 2006 to 2007 resulted primarily from the collection of the guaranteed portion of these loans from the USDA. During the nine months ended September 30, 2007, the Company received $3,804,000 from the USDA and another $2,547,000 from the liquidation of collateral for these loans, resulting in a net recovery of $559,000 for amounts previously charged-off.

17

 
ANALYSIS OF NON-PERFORMING ASSETS
         
   
September 30 
2007
 
December 31,
2006
 
September 30,
2006
 
(in thousands)
             
               
Accruing loans past due 90 days or more
 
$
2,581
 
$
376
 
$
 
Non-accrual loans
   
621
   
7,335
   
6,698
 
Foreclosed real estate
   
   
   
 
                     
TOTAL
 
$
3,202
 
$
7,711
 
$
6,698
 
 
Subsequent to September 30, 2007, $2,083,000 of the $2,581,000 in accruing loans past due 90 days or more were renewed and are currently performing as specified in the applicable loan agreements.
 
Non-interest income and expense. Non-interest income for the three months ended September 30, 2007 decreased $28,000 or 2.57%, compared to the same period in 2006. For the nine months ended September 30, 2007, non-interest income increased $32,000, compared to the same period in 2006. Gain on sales of loans, the largest component of non-interest income, totaled $422,000 and $535,000 for the three months ended September 30, 2007 and 2006, respectively, and totaled $1,377,000 and $1,421,000 for the nine months ended September 30, 2007 and 2006, respectively. The decrease for both the three and nine month period is due to the slowing housing market that has led to decreased mortgage activity and fewer mortgages available for re-sale into secondary markets. Management expects mortgage banking volume to continue to trend downward slightly for the rest of 2007. The Company does not engage in sub-prime lending activities.
 
Additionally, during the nine months ended September 30, 2007, the Company recorded other operating income of $44,000 from interest received from the Internal Revenue Service on an amended tax return for the 2003 and 2004 tax years.
 
Non-interest expense for the three and nine months ended September 30, 2007 increased $381,000 and $1,605,000, respectively, compared to the same periods in 2006. Increased staffing, benefits, occupancy, and data processing expenses were the major contributing factors to increased non-interest expense, as well as expenses relating to a settlement of an employment contract dispute in the first quarter of 2007. Full time equivalent employees at September 30, 2007 were 215 compared to 204 at September 30, 2006. In order to improve processing time, efficiency, technology capabilities and support future growth of the company, management has recently decided to outsource its core operating system and convert from an in-house environment to a service bureau, which is expected to occur in the second quarter of 2008.
 
Income taxes. The federal income tax provision for the three and nine months ended September 30, 2007 was $686,000 and $1,633,000, respectively, an increase of $69,000 and a decrease of $436,000 compared to the same periods in 2006. The effective tax rate for the three and nine months ended September 30, 2007 was 29.6% and 25.7%, respectively. In 2007, the Company filed amended tax returns for the 2003 and 2004 tax years in order to capture a previously unrecognized net operating loss benefit from the BNW Bancorp Inc. acquisition. This resulted in a $215,000 favorable tax adjustment recorded during the first quarter.
 
Financial Condition 
 
Assets. Total assets were $568,478,000 at September 30, 2007, an increase of $6,094,000, or 1.08%, over year-end 2006. Loans, including loans held for sale, were $453,784,000 at September 30, 2007, an increase of $14,615,000, or 3.33%, over year-end 2006. The increase in the portfolio was a result of the purchase of $22 million in loans that are fully guaranteed by U.S. government agencies. Of this amount, approximately $16 million are real estate loans, with the remaining $6 million being commercial loans. These loans are all variable rate loans, some of which include prepayment penalties. Excluding the purchase of loans previously mentioned, loan balances are down in 2007 due to softer loan demand in our markets. Additionally, the Bank has a planned exit strategy in place due to loan size and complexity for approximately $25 million in loans, of which we anticipate a significant amount will exit the portfolio before year end.

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Loans. Interest and fees earned on our loan portfolio is our primary source of revenue. Loans represented 80% of total assets as of September 30, 2007, compared to 78% at December 31, 2006 and 76% at September 30, 2006. The majority of the Company’s loan portfolio is comprised of commercial and industrial loans and real estate loans. The commercial and industrial loans are a diverse group of loans to small, medium, and large businesses for purposes ranging from working capital needs to term financing of equipment. The Company emphasizes commercial real estate and construction and land development loans. Our commercial real estate portfolio generally consists of a wide cross-section of retail, small office, warehouse, and industrial type properties. A substantial number of these properties are owner-occupied. Loan to value ratios for the Company’s commercial real estate loans generally do not exceed 80% and debt service ratios are generally 125% or better. While we have significant balances within this lending category, we believe that our lending policies and underwriting standards are sufficient to minimize risk even if there were to be a downturn in the commercial real estate market. During the third quarter of 2007, the Company further strengthened its underwriting criteria for advance rates on raw land loans, land development loans, residential lots, spec construction for condominiums and all construction loans. It is our strategic plan to continue to emphasize growth in commercial and small business loans. We believe this will be a key contributor to growing more low cost deposits. Additionally, we are currently in the process of automating our consumer loan approval procedures. We anticipate this system will expedite the loan approval process and reduce overhead, while increasing consumer loan balances, including installment and credit cards categories
 
Loan detail by category, including loans held for sale, as of September 30, 2007 and December 31, 2006 follows (in thousands):
 
   
September 30,
2007
 
December 31,
2006
 
Commercial and industrial
 
$
110,179
 
$
108,614
 
Agricultural
   
15,340
   
24,229
 
Real estate mortgage
   
93,624
   
91,598
 
Real estate construction
   
87,988
   
87,063
 
Real estate commercial
   
137,587
   
117,608
 
Installment
   
7,100
   
8,150
 
Credit cards and other
   
2,575
   
2,508
 
Less unearned income
   
(609
)
 
(601
)
Total Loans
   
453,784
   
439,169
 
Allowance for credit losses
   
(4,959
)
 
(4,033
)
Net Loans
 
$
448,825
 
$
435,136
 

Deposits. Total deposits were $472,495,000 at September 30, 2007, an increase of $5,654,000, or 1.21%, compared to December 31, 2006. Management expects our deposit balances to remain relatively flat for the rest of 2007. This is consistent with the cyclical pattern of our deposits for our tourist heavy locations in which balances have typically reached their highest point in the third quarter of the year. Competitive pressures from banks in our market areas with strained liquidity positions may also slow our deposit growth. In the long-term we anticipate continued growth in our core deposits through both the addition of new customers and our current client base. We have established and expanded a branch system to serve our consumer and business depositors. In addition, management’s strategy for funding asset growth is to make use of brokered and other wholesale deposits on an as-needed basis.

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Liquidity. Adequate liquidity is available to accommodate fluctuations in deposit levels, fund operations, provide for customer credit needs, and meet obligations and commitments on a timely basis. The Bank’s primary sources of funds are customer deposits, maturities of investment securities, sales of securities available for sale, loan sales, loan repayments, net income, and other borrowings. When necessary, liquidity can be increased by taking advances available from credit available to the Bank. The Bank maintains credit facilities with correspondent banks totaling $43,500,000, none of which were used at September 30, 2007. In addition, the Bank has a credit line with the Federal Home Loan Bank of Seattle for up to 20% of assets, of which $21,500,000 was used at September 30, 2007. For its funds, the Company relies on dividends from the Bank and proceeds from the issuance of trust preferred securities, both of which are used for various corporate purposes, including dividends.
 
At September 30, 2007, two wholly-owned subsidiary grantor trusts established by the Company had issued and outstanding $13,403,000 of trust preferred securities. For additional information regarding trust preferred securities, see the 2006 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity”.
 
Capital. Total shareholders' equity was $54,615,000 at September 30, 2007, an increase of $5,631,000, or 11.5%, compared to December 31, 2006. The Federal Reserve and the Federal Deposit Insurance Commission have established minimum guidelines that mandate risk-based capital requirements for bank holding companies and member banks. Under the guidelines, risk percentages are assigned to various categories of assets and off-balance sheet items to calculate a risk-adjusted capital ratio. Regulatory minimum risk-based capital guidelines require Tier 1 capital to risk-weighted assets of 4% and total capital to risk-weighted assets of 8%. The Company’s Tier 1 and Total Risk Based Capital ratios were 12.59% and 13.73%, respectively, at September 30, 2007 compared with 11.03% and 11.94%, respectively at December 31, 2006.
 
Additionally, to qualify as “well-capitalized”, the Bank must have a Tier 1 risk based capital ratio of at least 6%, total risk based capital of at least 10%, and a leverage ratio of a least 5%. The Bank qualified as “well-capitalized” at September 30, 2007.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Interest rate, credit, and operations risks are the most significant market risks that affect the Company's performance. The Company relies on loan review, prudent loan underwriting standards, and an adequate allowance for possible credit losses to mitigate credit risk.
 
An asset/liability management simulation model is used to measure interest rate risk. The model produces regulatory oriented measurements of interest rate risk exposure. The model quantifies interest rate risk by simulating forecasted net interest income over a 12-month time period under various interest rate scenarios, as well as monitoring the change in the present value of equity under the same rate scenarios. The present value of equity is defined as the difference between the market value of assets less current liabilities. By measuring the change in the present value of equity under various rate scenarios, management is able to identify interest rate risk that may not be evident from changes in forecasted net interest income.
 
The Company is currently asset sensitive, meaning that interest earning assets mature or re-price more quickly than interest-bearing liabilities in a given period. Therefore, a significant increase in market rates of interest could improve net interest income. Conversely, a decreasing rate environment may adversely affect net interest income.
 
It should be noted that the simulation model does not take into account future management actions that could be undertaken should actual market rates change during the year. Also, the simulation model results are not exact measures of the Company's actual interest rate risk. They are only indicators of rate risk exposure based on assumptions produced in a simplified modeling environment designed to heighten sensitivity to changes in interest rates. The rate risk exposure results of the simulation model typically are greater than the Company's actual rate risk. That is due to the conservative modeling environment, which generally depicts a worst-case situation. Management has assessed the results of the simulation reports as of September 30, 2007 and believes that there has been no material change since December 31, 2006.
 
ITEM 4. CONTROLS AND PROCEDURES
 
The Company's 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 ("Exchange Act") is recorded, processed, summarized, and reported on a timely basis. Our management has evaluated, with the participation and under the supervision of our chief executive officer (“CEO”) and chief financial officer (“CFO”), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO have concluded that, as of such date, the Company's disclosure controls and procedures are effective in ensuring that information relating to the Company, including its consolidated subsidiaries, required to be disclosed in reports that it files under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
 
No change in the Company's internal control over financial reporting occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. RISK FACTORS

There has been no material change from the risk factors previously reported in the 2006 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
ITEM 5. OTHER INFORMATION
 
None.

ITEM 6. EXHIBITS
 
See Exhibit Index immediately following signatures below.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
PACIFIC FINANCIAL CORPORATION
       
DATED: November 9, 2007
 
By:
/s/ Dennis A. Long
     
Dennis A. Long
     
Chief Executive Officer
       
   
By:
/s/ Denise Portmann
     
Denise Portmann
     
Chief Financial Officer
 
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EXHIBIT INDEX
 
 
EXHIBIT
     
10.1
 
Executive Supplemental Compensation Agreement effective as of January 1, 2007, between the Bank of the Pacific and Dennis A. Long.
10.2
 
Executive Supplemental Compensation Agreement effective as of January 1, 2007, between the Bank of the Pacific and John G. Van Dijk.
10.3
 
Executive Supplemental Compensation Agreement effective as of January 1, 2007, between the Bank of the Pacific and Bruce D. MacNaughton.
10.4
 
Executive Supplemental Compensation Agreement effective as of January 1, 2007, between the Bank of the Pacific and Denise J. Portmann.
31.1
 
Certification of CEO under Rule 13a - 14(a) of the Exchange Act.
 
Certification of CFO under Rule 13a - 14(a) of the Exchange Act.
32
 
Certification of CEO and CFO under 18 U.S.C. Section 1350.

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