PACIFIC CONTINENTAL CORP
10-Q, 2000-08-11
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<PAGE>

     As Filed with the Securities & Exchange Commission on August 11, 2000


                        SECURITIES & EXCHANGE COMMISSION
                        --------------------------------
                                    FORM 10-Q


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 2000.
                                           -------------

[_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 For the transition period from _______________ to
     ________________


                            SEC File Number: 0-30106
                                             -------


                         PACIFIC CONTINENTAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                  OREGON                                    93-1269184
     -----------------------------------          ------------------------------
       (State or Other Jurisdiction of                   (I.R.S. Employer
        Incorporation or Organization)                 Identification Number)


                               111 West 7th Avenue
                              Eugene, Oregon 97401
               (address of Principal Executive Offices) (Zip Code)

                                 (541) 686-8685
              (Registrant's Telephone Number, Including Area Code)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required  to be filed by  Section  13 or 15(d) of the  Exchange  Act  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___         No  X
                                        -

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

Common Stock, $1.00 par value, outstanding as of July 31, 2000:    4,535,621
                                                                   ---------
<PAGE>

                        PACIFIC CONTINENTAL CORPORATION
                                   FORM 10-Q
                               QUARTERLY REPORT
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
PART I            FINANCIAL INFORMATION                                  Page
<S>               <C>                                                    <C>
Item 1.           Financial Statements

                  Consolidated Statements of Income:
                  Six months ended June 30, 2000 and June 30, 1999          3

                  Consolidated Statements of Comprehensive Income
                  Six months ended June 30, 1999 and June 30, 1998          4

                  Consolidated Balance sheets:
                  June 30, 2000, December 31, 1999 and June 30, 1999        5

                  Consolidated Statements of Cash Flows:
                  Six months ended June 30, 2000 and June 30, 1999          6


Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                       7

Item 3.           Market Risk and Balance Sheet Management                 10


PART II           OTHER INFORMATION

Item 1.           Legal Proceedings                                      none

Item 2.           Changes in Securities                                  none

Item 3.           Defaults Upon Senior Securities                        none

Item 4.           Submission of Matters to a Vote of Security Holders      12

Item 5.           Other Information                                      none

Item 6.           Exhibits and Reports on Form 8-K                         12


SIGNATURES                                                                 13
</TABLE>

                                                                       Page 2
<PAGE>

PART I
Item 1.  Financial Statements

                       CONSOLIDATED STATEMENTS OF INCOME
                              Amounts in $1,000's
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   Quarter ended June 30,     Year to date June 30,

                                                          2000       1999         2000        1999
                                                        -----------------      --------------------
<S>                                                     <C>        <C>         <C>           <C>
Interest income
  Loans                                                 $5,919     $5,004      $11,532      $ 9,798
  Securities                                               517        466        1,068          930
  Dividends on Federal Home Loan Bank stock                 35         37           70           75
  Federal funds sold                                         9          6           19           15
                                                        -----------------      --------------------
                                                         6,480      5,513       12,689       10,818
                                                        -----------------      --------------------

Interest expense
  Deposits                                               1,944      1,338        3,655        2,655
  Federal Home Loan Bank borrowings                        199        151          391          301
  Federal funds purchased                                  161         90          289          208
                                                        -----------------      --------------------
                                                         2,303      1,579        4,335        3,164
                                                        -----------------      --------------------

     Net interest income                                 4,177      3,934        8,354        7,654

Provision for loan losses                                  550        200          700          500
                                                        -----------------      --------------------
     Net interest income after provision                 3,639      3,734        7,666        7,154
                                                        -----------------      --------------------

Noninterest income
  Service charges on deposit accounts                      256        217          501          455
  Other fee income, principally bankcard                   412        372          792          666
  Loan servicing fees                                       76        150          120          296
  Mortgage banking income and gains
  on loan sales                                             84        310          180          567
  Gain (loss) on sale of securities                        (17)        16          (24)          16
  Other noninterest income                                  68         56          141          118
                                                        -----------------      --------------------
                                                           879      1,121        1,710        2,118
                                                        -----------------      --------------------

Noninterest expense
  Salaries and employee benefits                         1,464      1,387        2,928        2,706
  Premises and equipment                                   283        315          578          617
  Bankcard processing                                      343        263          656          479
  Business development                                     311        180          514          342
  Other noninterest expense                                773        486        1,226          929
                                                        -----------------      --------------------
                                                         3,173      2,631        5,901        5,073
                                                        -----------------      --------------------

     Income before income taxes                          1,334      2,224        3,463        4,199
Provision for income taxes                                 541        859        1,363        1,619
                                                        -----------------      --------------------
     Net income                                         $  793     $1,365      $ 2,099      $ 2,580
                                                        -----------------      --------------------
</TABLE>

                                                                         Page 3
<PAGE>

<TABLE>
<S>                                                <C>         <C>                  <C>         <C>
Earnings per share
   Basic                                           $0.17       $0.28                $0.46       $0.54
                                                   -----------------                -----------------
   Diluted                                         $0.17        0.28                $0.46        0.53
                                                   -----------------                -----------------

Weighted average shares outstanding
     Basic                                         4,535       4,829                4,556       4,818

     Common stock equivalents
      attributable to stock options                   14          44                   22          44
                                                   -----------------                -----------------
   Diluted                                         4,549       4,857                4,578       4,820
                                                   -----------------                -----------------
</TABLE>


                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                              Amounts in $1,000's
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              Quarter ended                     Year to date
                                                                June 30,                          June 30,
                                                               2000          1999               2000          1999
                                                               -------------------            ---------------------
<S>                                                            <C>         <C>                <C>           <C>
Net income                                                     $ 793       $ 1,365            $ 2,099       $ 2,580
                                                               -------------------            ---------------------

Unrealized gains (losses) on Investment Securities
   Unrealized gains (losses) arising during the period          (219)         (304)              (333)         (466)
   Reclassification for (gains) losses included in
       statement of income                                        17           (16)                24           (16)
                                                               -------------------            ---------------------
                                                                (202)         (320)              (309)         (482)
   Income tax (expense) benefit                                   78           123                119           185
                                                               -------------------            ---------------------
      Net unrealized gains (losses) on securities
         available for sale                                     (124)         (197)              (190)         (297)
                                                               -------------------            ---------------------
Comprehensive Income                                           $ 669       $ 1,168            $ 1,909       $ 2,283
                                                               -------------------            ---------------------
</TABLE>

                                                                         Page 4
<PAGE>


                          CONSOLIDATED BALANCE SHEETS
                              Amounts in $1,000's
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                   June 30,    December, 31,          June 30,
                                                       2000             1999              1999
                                                   -------------------------------------------
<S>                                                <C>             <C>               <C>
Assets
  Cash and due from banks                          $ 15,533         $  9,269          $ 11,692
  Federal funds sold                                    826              683               618
                                                   -------------------------------------------
      Total cash and cash equivalents                16,359            9,952            12,310

  Securities available-for-sale                      29,172           34,850            31,108
  Loans held for sale                                 2,770            2,767             8,178
  Loans, less allowance for loan losses             230,152          206,765           185,594
  Interest receivable                                 1,554            1,553             1,362
  Federal home loan bank stock                        2,191            2,156             2,079
  Property, net of accumulated depreciation          12,346           11,764            11,040
  Deferred income taxes                                 713              594               278
  Other assets                                          753              687               789
                                                   -------------------------------------------
      Total assets                                  296,010          271,088           252,738
                                                   -------------------------------------------

Liabilities and stockholders' equity
  Deposits
    Noninterest-bearing demand                       67,637           62,532            59,241
    Savings and interest-bearing checking           111,610          108,757           104,199
    Time $100,000 and over                           38,832           27,568            17,067
    Other time                                       31,077           25,318            29,923
                                                   -------------------------------------------
                                                    249,156          224,175           210,430
                                                   -------------------------------------------

  Federal funds purchased                             5,000            5,800             1,800
  Federal Home Loan Bank term advances               13,000           13,000            11,000
  Accrued interest and other liabilities              1,337            1,002               603
                                                   -------------------------------------------
      Total liabilities                             268,493          243,977           223,833
                                                   -------------------------------------------

Stockholders' equity
  Common stock                                        4,536            4,596             4,831
  Surplus                                            14,042           14,135            14,770
  Retained earnings                                   9,623            8,874             9,509
  Accumulated other comprehensive loss                 (684)            (494)             (205)
                                                   -------------------------------------------
      Total stockholders' equity                     27,517           27,111            28,905
                                                   -------------------------------------------
                                                   $296,010         $271,088          $252,738
                                                   -------------------------------------------
</TABLE>

                                                                          Page 5
<PAGE>


                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                              Amounts in $1,000's
                                  (Unaudited)

<TABLE>
<CAPTION>                                                          For six months ended June 30,
                                                                       2000                1999
                                                                  ---------------- -------------
<S>                                                                <C>                 <C>
Cash flows from operating activity:
   Net income                                                      $  2,099             $  2,580
   Adjustments to reconcile net income to net cash provided
                     By operating activities
      Depreciation                                                      360                  368
      Amortization                                                       77                   77
      Provision for loan losses                                         700                  500
      Deferred income taxes                                             (42)                (158)
      Origination of loans held for sale                             (8,724)             (20,158)
      Proceeds from sale of loans held for sale                       8,721               19,743
      Gain on sales of loans                                              -                 (224)
      (Gain) loss on sales of securities                                 24                  (16)
      Stock dividends from federal home loan bank                       (70)                  75
      Change in interest receivable and other assets                   (186)                (775)
      Change in payables and other liabilities                          335                 (287)
      Other adjustments                                                (145)                (204)
                                                                  ---------            ---------
            Net cash provided by operating activities                 3,149                1,371
                                                                  ---------            ---------

Cash flows from investing activities
   Proceeds from sales and maturities of securities                   6,204                9,750
   Purchase of securities                                              (593)              (9,789)
   Loans made net of principal collections                          (24,086)             (11,931)
   Proceeds from sales of loans                                           -                3,748
   Purchase of property                                                (944)                (693)
                                                                  ---------            ---------
            Net cash used in investing activities                   (19,419)              (8,915)
                                                                  ---------            ---------

Cash flows from financing activities
   Net increase in deposits                                          24,981               16,102
   Increase (decrease) in fed funds purchased                          (800)              (6,800)
    Repurchase of shares                                               (987)                -
    Proceeds from stock options exercised                               164                  190
    Dividends paid, net of reinvestment                                (681)                (628)
                                                                  ---------            ---------
            Net cash provided by financing activities                22,677                8,864
                                                                  ---------            ---------
Net increase (decrease) in cash and cash equivalents                  6,407                1,320

Cash and cash equivalents, beginning of period                        9,952               10,990
                                                                  ---------            ---------
Cash and cash equivalents, end of period                           $ 16,359             $ 12,310
                                                                  ---------            ---------
</TABLE>

                                                                          Page 6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation

The following discussion contains a review of Pacific Continental Corporation
(the "Company") and its wholly-owned subsidiary Pacific Continental Bank (the
"Bank") operating results and financial condition for the second quarter of
2000. When warranted, comparisons are made to the same period in 1999 and to the
previous year ended December 31, 1999. The discussion should be read in
conjunction with the financial statements (unaudited) contained elsewhere in
this report. The reader is assumed to have access to the Company's Form 10-K and
portions of the Annual Report to Shareholders incorporated into the 10-K for the
previous year ended December 31, 1999, which contains additional statistics and
explanations. All numbers, except per share data, are expressed in thousands of
dollars.

This discussion may contain certain forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
stated. Readers are cautioned not to place undue reliance on these forward-
looking statements.

Subsequent Events: Subsequent to the end of the quarter, Chairman of the Board,
Kevin G. Murphy passed away. At the August 8, 2000 Board of Directors meeting,
the Board elected current director Robert A. Ballin as the new Chairman.

Highlights

Net income in the second quarter 2000 was $793, a decrease of 42% from second
quarter 1999 income of $1,365. Return on average assets and return on average
equity in the current quarter were 1.11% and 11.40% respectively as compared to
2.20% and 18.82% in the same quarter one year ago.

For the first six months of 2000 the Company earned $2,099 a 19% decline from
six month 1999 earnings of $2,580. Per share earnings on a diluted basis for the
first six months of 2000 and 1999 were $0.46 and $0.53, respectively, a decline
of 13%. Average shares outstanding for the first six months of 2000 were
4,555,664 compared to 4,817,987 for the same period one year ago. The decline
resulted from the Company's share repurchase plan instituted in June 1999.
Comparing the first six months of 2000 to the same period in 1999, return on
average assets was 1.50% and 2.12%, while return on average equity decreased to
15.19% from 18.20%.

At June 30, 2000 total assets were $296,010 or 9% more than December 31, 1999
and 17% more than June 30, 1999.

On June 12, 2000, the Bank opened its tenth banking office, located on West 11
/th/ Avenue in Eugene, Oregon. On July 3, 2000, the Company commenced trading on
the NASDAQ National Market System under the symbol PCBK.

Results of Operations

Net Interest Income

Net interest income is the primary source of the Company's revenue. For the
quarter ended June 30, 2000, net interest income, prior to the provision for
loan loss, totaled $4,177 a 6% increase from the same period in 1999. Average
earning assets increased 15%. Net interest income for the current quarter as a
percent of earning assets was 6.43% down from 6.94% for the same period in 1999.
Overall, the cost of liabilities rose faster than the yield on earning assets.
The cost of liabilities was up 0.76%, while the yield on earning assets
increased 0.25%. Liability costs increased due to the use of higher rate funding
sources to fund the growth in earning assets. Yields on earning assets did not
increase as rapidly due to lower loan fees, down

                                                                          Page 7
<PAGE>

$75 or 0.12% of average earning assets combined with higher levels of
nonperforming loans during the second quarter. Interest lost on nonaccrual loans
was approximately $65 or 0.10% of average earning assets.

Net interest income for the first six months showed results similar to the
quarter to quarter comparison. For the first six months of 2000, net interest
income, prior to the provision for loan loss, totaled $8,354, an increase of 9%
over $7,654 for the same period in 1999. Year-to-date average earning assets
increased 14% as compared to the same period in 1999. However, net interest
income as a percent of earning assets declined from 6.91% in 1999 to 6.55% in
2000. This decline results from rates on interest bearing liabilities rising
faster than loan yields. A rate volume analysis indicates that net interest
income increased by $963 due to higher volumes, which was offset by a decline in
net interest income of $263 due to rates.

Provision for Loan Losses

Below is a summary of the Company's  allowance for loan losses for the first six
months of 2000.

                                                          2000
                                                       -------
                  Balance, December 31, 1999           $ 2,448
                  Provision charged to income              700
                  Loans charged off                      1,149
                  Recoveries credited to allowance          10
                                                       -------
                  Balance, June 30, 2000               $ 2,009
                                                       =======

The second quarter 2000 provision for loan losses was $550 compared to $200 for
the same quarter last year. Year-to-date June 30, 2000 loan loss provision was
$700 compared to $500 for the same period in 1999. The higher provision in the
second quarter was due to increased loan losses. Net charge offs were $485 in
the second quarter 2000 and $654 in the first quarter of 2000. This compares to
net charge offs of $54 in the second quarter of 1999 and $38 in the first
quarter of 1999. At March 31, 2000, the Company classified two loans totaling
$1,919 as impaired and assigned a valuation allowance of $380. During the second
quarter, the Company incurred actual net losses on these two loans of $362. In
addition, during the current quarter, the Company wrote down Other Real Estate
Owned by $80 from $525 at March 31, 2000 to $445 at June 30, 2000.

Below is a summary of nonperforming assets at June 30, 2000 compared to prior
periods. Nonperforming assets consist of nonaccrual loans, loans past due 90
days or more and still accruing interest, and other real estate owned.

<TABLE>
<CAPTION>
                                               June 30, 2000     December 31, 1999     June 30, 1999
                                               -------------      ----------------     -------------
<S>                                            <C>               <C>                    <C>
Nonaccrual loans                                   $  1,609           $  1,422             $   824
90 days past due and accruing interest             $     79           $    464             $   149
Other real estate owned                            $    445           $    125              $  129
                                                   --------           --------             -------
 Total nonperforming assets                        $  2,133           $  2,011             $ 1,102
Nonperforming loans guaranteed by government       $ (1,179)          $   (160)            $  (215)
                                                   --------           --------             -------
 Total nonperforming assets, net of guarantee      $    954           $  1,851             $   887
                                                   --------           --------             -------
</TABLE>

Noninterest Income

Year-to-date  noninterest  income of $1,710  was down 19% from 1999  noninterest
income  for  the  same  time  period.  The  decline  in  noninterest  income  is
attributable to three categories.  Loan servicing fees of $120 were down $177 or
60% due to an overall  decline  in the  loan-servicing  portfolio.  Part of this
decline  resulted  from a pay  down  of a  serviced  loan  that  required  a $54
writedown of a servicing asset booked in

                                                                          Page 8
<PAGE>

1999. Mortgage banking income and gains on the sales of loans dropped
significantly from $567 in the first six months of 1999 to $180 in the first six
months of 2000. Mortgage banking income was down $154, while gains on the sales
of loans were down $233. A general softening of the residential mortgage market,
higher interest rates, and lower levels of refinancing contributed to the lower
mortgage revenues for the first six months of 2000. The Company sold no loans in
the previous two quarters. In the first six months of 1999, the Company sold
approximately $4,300 in government guaranteed loans. These declines in
noninterest income were partially offset by increased account service charge
revenues, up $17 or 9% and increased bankcard processing revenues, up $169 or
29%.

Noninterest Expense

Year-to-date June 30, 2000 noninterest expense increased $828 or 16% from the
same period in 1999. Salaries and employee benefits increased $222 or 8%.
Staffing increased during the current quarter as a result of the opening of the
new West 11th full service banking office. Bankcard processing expense of $656
through June 30, 2000 was up $167 or 37% and was a direct result of increased
volumes of activity. Business development expenses increased $172 or 50% over
1999 due to the Company's significant nonrecurring expenditures in business
expansion during the quarter. These included the production and promotional
costs related to the Company's new on-line banking product and promotional costs
of the new West 11th office. Other noninterest expense increased $297 or 32%
over 1999. These increases in noninterest expense were partially offset by a $39
decline in premises and equipment expense primarily related to increased lease
income on the Company's three story Gateway office building located in
Springfield, Oregon.

Liquidity

Liquidity is the term used to define the Company's ability to meet its financial
commitments. The Company maintains sufficient liquidity to ensure funds are
available for both lending needs and the withdrawal of deposit funds. The
Company derives liquidity primarily through core deposit growth, the maturity of
investment securities, and loan payments. Core deposits include demand, interest
checking, money market, savings and local time deposits. Additional liquidity is
provided through sales of loans, access to national CD markets, public deposits
and both secured and unsecured borrowings. Because of seasonal construction and
economic activity and client payment of various tax obligations, the Company
traditionally experiences slower growth of core deposits during the first
quarter of each year typically resulting in funding and liquidity pressures. In
the first quarter 2000, core deposits were unchanged from December 31, 1999.
During the second quarter 2000, core deposits grew approximately $7,000 or 4%
over March 31, 2000 levels. As a percentage of total deposits, core deposits
were 85% at June 30, 2000 compared to 90% at December 31, 2000. Asset growth of
$24,922 in the first six months of the current was funded primarily with
national time deposits, public time deposits, and overnight unsecured
borrowings. At June 30, 2000 the Bank had secured and unsecured overnight and
term borrowing capacity of approximately $63,800 of which $18,000 was used.

Capital Resources

Capital is the shareholder's investment in the Company. Capital grows through
the retention of earnings and the issuance of new stock through the exercise of
incentive options and decreases through the payment of dividends and share
repurchase programs. Capital formation allows the Company to grow assets and
provides flexibility in times of adversity.

Banking regulations require the Company to maintain minimum levels of capital.
The Company manages its capital to maintain a "well capitalized" designation
(the FDIC's highest rating). At June 30, 2000, the Company's total capital to
risk weighted assets was 12.13%, compared to 14.75% at June 30, 1999. This
decline is due to stock repurchases.

                                                                          Page 9

<PAGE>

During 1999, the Company announced plans to purchase up to 390,000 shares of its
stock in the open market. Through June 30, 2000, the Company had purchased
320,555 of its own shares on the open market at an average price per share of
$14.98, leaving approximately 69,000 shares still authorized to be repurchased.
Below is a summary of share activity during the first six months of 2000 and
shares outstanding at June 30, 2000.

            Outstanding shares January 1, 2000                 4,595,622
            New shares issued through stock options               17,499
            Shares repurchased during 2000                       (77,500)
                                                              -----------
            Outstanding shares June 30, 2000                   4,535,621

The Company projects that earnings retention and existing capital will be
sufficient to fund anticipated asset growth and the stock repurchase plan, while
maintaining a well-capitalized designation from the FDIC.


Item 3.  Market Risk and Balance Sheet Management

The Company's results of operations are largely dependent upon its ability to
manage market risks. Changes in interest rates can have significant effects on
the Company's financial condition and results of operations. Other types of
market risk such as foreign currency exchange rate risk and commodity price risk
do not arise in the normal course of the Company's business activities. The
Company does not use derivatives such as forward and futures contracts, options,
or interest rate swaps to manage interest rate risk.

Interest rate risk generally arises when the maturity or repricing structure of
the Company's assets and liabilities differ significantly. Asset and liability
management, which among other things, addresses such risk, is the process of
developing, testing and implementing strategies that seek to maximize net
interest income while maintaining sufficient liquidity. This process includes
monitoring contractual maturity and prepayment expectations together with
expected repricing of assets and liabilities under different interest rate
scenarios. Generally the Company seeks a structure that insulates net interest
income from large deviations attributable to changes in market rates by
balancing the repricing characteristics of assets and liabilities.

Interest rate risk is managed through the monitoring of the Company's balance
sheet by subjecting various asset and liability categories to interest rate
shocks and gradual interest rate movements over a one year period of time.
Interest rate shocks use an instantaneous adjustment in market rates of large
magnitudes on a static balance sheet to determine the effect such a change in
interest rates would have on the Company's net interest income and capital for
the succeeding twelve-month period. Such an extreme change in interest rates and
the assumption that management would take no steps to restructure the balance
sheet does limit the usefulness of this type of analysis. This type of analysis
tends to provide a best case or worst case scenario. A more reasonable approach
utilizes gradual interest rate movements over a one-year period of time to
determine the effect on the Company's net interest income.

The Company utilizes the services of The Federal Home Loan Bank's
asset/liability modeling software to determine the effect of a simultaneous
shift in interest rates. Interest rate shock scenarios are modeled in 1 percent
increments (plus or minus) in the federal funds rate. The more realistic
forecast assumes a gradual interest rate movement of plus or minus 2.40 percent
change in the federal funds rate over a one-year period of time with rates
moving up or down 0.60 percent each quarter. The model used is based on the
concept that all rates do not move by the same amount. Although certain assets
and liabilities may have similar repricing characteristics, they may not react
correspondingly to changes in market interest rates. In the event of a change in
interest rates, prepayment of loans and early withdrawal of time deposits would
likely deviate from

                                                                        Page 10

<PAGE>

those previously assumed. Increases in market rates may also affect the ability
of certain borrowers to make scheduled principal payments.

The model attempts to account for such limitations by imposing weights on the
differences between repricing assets and repricing liabilities within each time
segment. These weights are based on the ratio between the amount of rate change
of each category of asset or liability, and the amount of change in the federal
funds rate. Certain non-maturing liabilities such as checking accounts and money
market deposit accounts are allocated among the various repricing time segments
to meet local competitive conditions and management's strategies

The Company strives to manage the balance sheet so that net interest income is
not negatively impacted more than 15 percent given a change in interest rates of
plus or minus 2 percent. Current evaluations show the Bank is within its
established guidelines, and interest rate risk profile at June 30, 2000 was not
materially different from December 31, 2000.

The following table shows the estimated impact of the various interest rate
scenarios used in the software modeling based on data provided by the Company to
the Federal Home Loan Bank at June 30, 2000. The table shows estimates of
changes in net interest income. For illustrative purposes the base figure of
$16,800 used in the interest rate shock analysis is the annualized actual net
interest income for the first six months of 2000. Due to the various assumptions
used for this modeling, no assurance can be given that projections will reflect
actual results.

                         Interest Rate Shock Analysis
               Net Interest Income and Market Value Performance
                             (dollars in thousands
       ----------------     -----------------------------------------------
        Projected                           Net Interest Income
        Interest                   Estimated     $ Change       % Change
       Rate Change                  Value       from Base      from Base
       ----------------     -----------------------------------------------
         +200                        17,800          1,000         5.95%
         +100                        17,301            501         2.98%
         Base                        16,800              0         0.00%
        -100                         16,289          (511)        -3.04%
        -200                         15,492          (858)        -5.11%
       ----------------     -----------------------------------------------

                       Gradual Interest Rate Movement Forecast
                   Net Interest Income and Market Value Performance
                             (dollars, in thousands)

       ---------------     ------------------------------------------------
        Projected                          Net Interest Income
        Interest                   Estimated     $ Change       % Change
        Rate Change                   Value      from Base     from Base
       ---------------     ------------------------------------------------
        Rising 2.40%                 16,775       (25)            -0.15%
           Base                      16,800          0             0.00%
        Declining 2.40%              16,602      (198)            -1.18%
       ---------------     ------------------------------------------------

                                                                         Page 11

<PAGE>
PART II. OTHER INFORMATION
Item 4.  Submissions of Matters to a Vote of Security Holders

     (a)      Pacific Continental Corporation's Annual Shareholders' Meeting was
              held on April 25, 2000

     (b)      Not Applicable

     (c)      A brief description of each matter voted upon at the Annual
              Meeting and number of votes cast for, against or withheld,
              including a separate tabulation with respect to each nominee to
              serve on the Board is presented below:

              (1)  Election of (3) three Directors for terms expiring in 2003 or
                   until their successors have been elected and qualified.

                   Directors:

                   Robert A. Ballin -
                           Votes Cast For:           3,498,818
                           Votes Cast Against:               0
                           Votes Withheld:              40,016

                   Donald A. Bick -
                           Votes Cast For:           3,387,835
                           Votes Cast Against:               0
                           Votes Withheld:             150,999

                  Ronald F. Taylor -
                           Votes Cast For:           3,396,638
                           Votes Cast Against:               0
                           Votes Withheld:             142,196

        (d)       None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

         27.1     Financial Data Schedule

(b)      Reports on Form 8-K
                  None

                                                                         page 12

<PAGE>

                                  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 CONTINENTAL CORPORATION
                                                      (Registrant)




Dated         August 11 , 2000                 /s/ J. Bruce Riddle
              ----------------             ------------------------------------
                                           J. Bruce Riddle
                                           President and Chief Executive Officer



Dated         August 11, 2000                  /s/ Michael A. Reynolds
              ---------------              -------------------------------------
                                           Michael A. Reynolds
                                           Vice President and Controller


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