Back to GetFilings.com



Table of Contents

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

FORM 10-Q

(Mark One)

     
[X]   Quarterly report pursuant to Section 13 or l5 (d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2002

     
[   ]   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 000-24503

 

WASHINGTON BANKING COMPANY
(Exact name of registrant as specified in its charter)

 
     
Washington
(State or other jurisdiction of
incorporation or organization)
  91-1725825
(I.R.S. Employer
Identification Number)
 

450 SW Bayshore Drive
Oak Harbor, Washington 98277

(Address of principal executive offices) (Zip Code)

 

(360) 679-3121
(Issuer’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer: (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   [   ]

     The number of shares of the issuer’s Common Stock outstanding at August 9, 2002 was 4,077,750.

 


TABLE OF CONTENTS

PART I
Item 1. Financial Statements
Condensed Consolidated Statements of Financial Condition
Condensed Consolidated Statements of Income
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Condensed Consolidated Statements of Cash Flows
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PART II
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

Table of Contents
         
        Page
       
PART I
 
Item 1.
 
Financial Statements
 
 
 
 
Condensed Consolidated Statements of Financial Condition —
June 30, 2002 and December 31, 2001
 

1
 
 
 
Condensed Consolidated Statements of Income —
Three and Six Months Ended June 30, 2002 and 2001
 

2
 
 
 
Condensed Consolidated Statements of Shareholders’ Equity and Comprehensive Income —
Six Months Ended June 30, 2002 and 2001
 

3
 
 
 
Condensed Consolidated Statements of Cash Flows —
Six Months Ended June 30, 2002 and 2001
 

4
 
 
 
Notes to Condensed Consolidated Financial Statements
 
  5
 
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
  8
 
Item 3.
 
Quantitative and Qualitative Disclosures about Market Risk
 
16
 
PART II
 
Item 4.
 
Submission of Matters to a Vote of Security Holders
 
17
 
Item 6.
 
Exhibits and Reports on Form 8-K
 
17
 
 
 
   Signatures
 

 


Table of Contents

PART I

Item 1. Financial Statements

WASHINGTON BANKING COMPANY
AND SUBSIDIARY

Condensed Consolidated Statements of Financial Condition
June 30, 2002 and December 31, 2001
(Dollars in thousands, except per share data)
                         
            June 30,   December 31,
            2002   2001
           
 
            (unaudited)   (audited)
Assets
Cash and due from banks ($943 and $4,096, respectively, are restricted)
  $ 18,252     $ 16,838  
Interest-earning deposits
    9,122       427  
Federal funds sold
    2,000       2,500  
 
   
     
 
 
Total cash and cash equivalents
    29,374       19,765  
 
   
     
 
Federal Home Loan Bank stock
    2,090       2,029  
Deferred compensation plan
    233       132  
Investment securities available for sale
    2,634       4,145  
Investment securities held to maturity
    16,971       18,401  
 
   
     
 
 
Total investment securities
    21,928       24,707  
 
   
     
 
Loans receivable, net
    413,585       373,198  
Premises and equipment, net
    15,679       15,647  
Other real estate owned
    409       473  
Deferred tax assets
    834       812  
Other assets
    3,374       3,084  
 
   
     
 
       
Total assets
  $ 485,183     $ 437,686  
 
   
     
 
Liabilities and Shareholders’ Equity
Liabilities:
               
 
Deposits
  $ 408,535     $ 367,175  
 
Other borrowed funds
    22,500       32,500  
 
Deferred compensation plan
    233       132  
 
Other liabilities
    1,597       2,902  
 
Trust preferred securities
    15,000        
 
   
     
 
       
Total liabilities
    447,865       402,709  
 
   
     
 
Commitments and contingencies
           
Shareholders’ equity:
               
 
Preferred stock, no par value. Authorized 20,000 shares:
no shares issued or outstanding
           
 
Common stock, no par value. Authorized 10,000,000 shares:
issued and outstanding 4,077,750 and 4,055,250 shares at June 30, 2002 and December 31, 2001, respectively
    16,191       16,124  
 
Retained earnings
    21,084       18,782  
 
Accumulated other comprehensive income, net
    43       71  
 
   
     
 
       
Total shareholders’ equity
    37,318       34,977  
 
   
     
 
       
Total liabilities and shareholders’ equity
  $ 485,183     $ 437,686  
 
   
     
 

See accompanying notes to condensed consolidated financial statements.

1


Table of Contents

WASHINGTON BANKING COMPANY
AND SUBSIDIARY

Condensed Consolidated Statements of Income
Three and six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands, except per share data)
                                     
        Three Months Ended June 30,   Six Months Ended June 30,
       
 
        2002   2001   2002   2001
       
 
 
 
Interest income:
                               
 
Interest and fees on loans
  $ 8,453     $ 7,900     $ 16,582     $ 15,340  
 
Interest on taxable investment securities
    68       115       150       245  
 
Interest on tax-exempt investment securities
    187       198       379       398  
 
Other
    33       49       67       113  
 
   
     
     
     
 
   
Total interest income
    8,741       8,262       17,178       16,096  
Interest expense:
                               
 
Interest deposits
    2,569       3,593       5,151       7,351  
 
Interest trust preferred securities
    7             7        
 
   
     
     
     
 
   
Total interest expense
    2,576       3,593       5,158       7,351  
 
   
     
     
     
 
   
Net interest income
    6,165       4,669       12,020       8,745  
Provision for loan losses
    (889 )     (655 )     (1,878 )     (1,060 )
 
   
     
     
     
 
   
Net interest income after provision for loan losses
    5,276       4,014       10,142       7,685  
Noninterest income:
                               
 
Service charges and fees
    423       437       852       841  
 
Other
    451       548       1,279       996  
 
 
   
     
     
     
 
   
Total noninterest income
    874       985       2,131       1,837  
Noninterest expense:
                               
 
Salaries and benefits
    2,403       2,004       4,722       4,046  
 
Occupancy
    684       678       1,395       1,335  
 
Office supplies and printing
    127       138       247       263  
 
Data processing
    92       81       180       163  
 
Consulting and professional fees
    65       67       121       122  
 
Other
    711       547       1,343       1,011  
 
 
   
     
     
     
 
   
Total noninterest expense
    4,082       3,515       8,008       6,940  
 
   
     
     
     
 
   
Income before income taxes
    2,068       1,484       4,265       2,582  
Provision for income taxes
    (676 )     (400 )     (1,436 )     (697 )
 
 
   
     
     
     
 
   
Net income
  $ 1,392     $ 1,084     $ 2,829     $ 1,885  
 
   
     
     
     
 
Net income per share, basic
  $ 0.34     $ 0.27     $ 0.70     $ 0.47  
 
   
     
     
     
 
Net income per share, diluted
  $ 0.32     $ 0.26     $ 0.66     $ 0.45  
 
   
     
     
     
 
Average number of shares outstanding, basic
    4,061,185       4,047,097       4,058,233       4,040,043  
Average number of shares outstanding, diluted
    4,339,417       4,233,794       4,314,634       4,223,131  

See accompanying notes to condensed consolidated financial statements.

2


Table of Contents

WASHINGTON BANKING COMPANY
AND SUBSIDIARY

Condensed Consolidated Statements of Shareholders’ Equity
and Comprehensive Income
Six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands, except per share data)
                                             
                                Accumulated    
        Common stock       other   Total
       
  Retained   comprehensive   shareholders'
        Shares   Amount   earnings   gain (loss), net   equity
       
 
 
 
 
Balances at December 31, 2000
    4,033     $ 16,058     $ 15,470     $ (27 )   $ 31,501  
Comprehensive income:
                                       
 
Net income
                1,885             1,885  
 
Net change in unrealized gain (loss) on securities available for sale, net of tax of $42
                      82       82  
 
                                   
 
   
Total comprehensive income (1)
                                    1,967  
Cash dividend, $0.12 per share
                (485 )           (485 )
Stock options exercised
    22       66                   66  
 
   
     
     
     
     
 
Balances at June 30, 2001
    4,055     $ 16,124     $ 16,870     $ 55     $ 33,049  
 
   
     
     
     
     
 
Balances at December 31, 2001
    4,055     $ 16,124     $ 18,782     $ 71     $ 34,977  
Comprehensive income:
                                       
 
Net income
                2,829             2,829  
 
Net change in unrealized gain (loss) on securities available for sale, net of tax of $14
                      (28 )     (28 )
 
                                   
 
   
Total comprehensive income (1)
                                    2,801  
Cash dividend, $0.13 per share
                (527 )           (527 )
Stock options exercised
    23       67                   67  
 
   
     
     
     
     
 
Balances at June 30, 2002
    4,078     $ 16,191     $ 21,084     $ 43     $ 37,318  
 
   
     
     
     
     
 

(1)   Comprehensive income for the three months ended June 30, 2002 and 2001 was $1,388 and $1,097, respectively.

See accompanying notes to condensed consolidated financial statements.

3


Table of Contents

WASHINGTON BANKING COMPANY
AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands)
                       
          Six Months Ended June 30,
         
          2002   2001
         
 
Cash flows from operating activities:
               
 
Net income
  $ 2,829     $ 1,885  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Federal Home Loan Bank stock dividends
    (61 )     (28 )
   
Deferred income tax expense
    (8 )      
   
Amortization of investment premiums, net
    (21 )     16  
   
Provision for loan losses
    1,878       1,060  
   
Depreciation of premises and equipment
    625       600  
   
Net gains on sale of premises and equipment and real estate
    (197 )     (32 )
   
Net (increase) decrease in other assets
    (290 )     22  
   
Net decrease in other liabilities
    (1,305 )     (386 )
 
 
   
     
 
     
Net cash provided by operating activities
    3,450       3,137  
 
   
     
 
Cash flows from investing activities:
               
 
Purchases of investment securities available for sale
    (500 )      
 
Maturities of investment securities available for sale
    2,000       1,500  
 
Maturities of investment securities held to maturity
    1,420       800  
 
Net increase in loans
    (42,265 )     (46,834 )
 
Purchases of premises and equipment
    (831 )     (704 )
 
Proceeds from the sale of premises, equipment and real estate
    435       97  
 
   
     
 
     
Net cash used in investing activities
    (39,741 )     (45,141 )
 
   
     
 
Cash flows from financing activities:
               
 
Net increase in deposits
    41,360       27,299  
 
Net decrease in Federal Home Loan Bank advances
    (10,000 )      
 
Net increase in federal funds purchased
          16,000  
 
Proceed from trust preferred securities
    15,000        
 
Dividends paid on common stock
    (527 )     (485 )
 
Proceeds from stock options exercised
    67       66  
 
 
   
     
 
     
Net cash provided by financing activities
    45,900       42,880  
 
   
     
 
     
Net increase in cash and cash equivalents
    9,609       876  
Cash and cash equivalents at beginning of period
    19,765       17,179  
 
 
   
     
 
Cash and cash equivalents at end of period
  $ 29,374     $ 18,055  
 
   
     
 
Supplemental information:
               
 
Cash paid for interest
  $ 5,205     $ 8,949  
 
Cash paid for taxes
    2,251       925  

See accompanying notes to condensed consolidated financial statements.

4


Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands, except per share data)

(1)    Description of Business and Summary of Significant Accounting Policies

     (a)  Description of Business

Washington Banking Company (“WBCO”), a Washington State bank holding company was formed on April 30, 1996. Whidbey Island Bank (the “Bank”), the principal subsidiary of WBCO, is a Washington state-chartered commercial bank. The business of the Bank, which is focused in the northern area of Western Washington, consists primarily of attracting deposits from the general public and originating loans. Although the Bank has a diversified loan portfolio, a substantial portion of its borrowers’ ability to repay their loans is dependent upon the economic conditions affecting this area related to the retail and service trades, tourism, agricultural and manufacturing industries, and the large military base presence in Oak Harbor, Washington. The Bank also offers nondeposit investment products for sale through its subsidiary, WIB Financial Services, Inc. which are not FDIC insured.

Effective June 23, 1998, WBCO sold 1,380,000 shares of its common stock at a price of $12 per share, resulting in net proceeds to the Company of $14,893.

Washington Banking Capital Trust I (the “Trust”), the second subsidiary of WBCO, was formed in June 2002 for the exclusive purpose of issuing Trust Preferred Securities and common securities and using the $15.0 million in proceeds to acquire junior subordinated debentures issued by WBCO.

     (b)  Basis of Presentation

The accompanying interim condensed consolidated financial statements include the accounts of WBCO and its subsidiaries (together, “the Company”). The accompanying interim condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the December 31, 2001 audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. In management’s opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. In preparing the consolidated financial statements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses are required. Actual results could differ from those estimates.

     (c)  Recently Issued Accounting Pronouncements

In July 2001, Financial Accounting Standard Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 141, “Business Combinations” and SFAS 142, “Goodwill and Other Intangible Assets.” SFAS 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against this new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS 142 requires the use of a nonamortization approach to account for purchased goodwill and certain intangibles. Under this nonamortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead will be reviewed for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than this fair value. The Company adopted the provisions of SFAS 142 on January 1, 2002 and it had no material effect on its results of operations or financial position.

In June 2001, the FASB issued SFAS 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) normal use of the asset. SFAS 143

5


Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands, except per share data)

requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset.

The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company is required and plans to adopt the provisions of SFAS 143 for the quarter ending March 31, 2003. The Company is currently evaluating the impact that this statement will have on their financial position and results of operations, however, they do not expect such impact to be material.

On October 3, 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS 144 supersedes SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” it retains many of the fundamental provisions in that SFAS 144 also supersedes the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” for the disposal of a segment of a business. However, it retains the requirement in Opinion No. 30 to report separately discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. The Company adopted the provisions of SFAS 144 on January 1, 2002 and it had no material effect on its results of operations or financial position.

(2) Trust Preferred Securities

On June 27, 2002 Washington Banking Capital Trust I issued $15.0 million of trust preferred securities with a 30-year maturity, callable after the fifth year, at an initial rate of 5.51%. The rate adjusts quarterly based on LIBOR (London Inter Bank Offered Rate). These securities are considered Tier I capital for the purposes of regulatory capital requirements. The Trust, a wholly-owned subsidiary of WBCO, is a statutory business trust created for the exclusive purposes of issuing and selling capital securities and utilizing sale proceeds to acquire junior subordinated debt issued by Washington Banking Company. Accordingly, the junior subordinated debentures are the sole assets of the Trust, and payments under the junior subordinated debentures will be the sole revenues of the Trust. All of the common securities of the Trust are owned by WBCO. Washington Banking Company has fully and unconditionally guaranteed the capital securities along with all obligations of the Trust under the trust agreements. The trust preferred securities are included with borrowings as a separate line item in the consolidated balance sheet and distributions payable are treated as interest expense in the consolidated statement of operations.

6


Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands, except per share data)

(3) Earnings Per Share

The following illustrates the reconciliation of the numerators and denominators of the basic and diluted earnings per share (“EPS”) computations:

                         
    Three Months Ended June 30, 2002
   
            Weighted   Per share
    Income   average shares   amount
   
 
 
Basic EPS
                       
Income available to common shareholders
  $ 1,392       4,061,185     $ 0.34  
Effect of dilutive securities: stock options
          278,232       (0.02 )
 
   
     
     
 
Diluted EPS
  $ 1,392       4,339,417     $ 0.32  
 
   
     
     
 
                         
    Three Months Ended June 30, 2001
   
            Weighted   Per share
    Income   average shares   amount
   
 
 
Basic EPS
                       
Income available to common shareholders
  $ 1,084       4,047,097     $ 0.27  
Effect of dilutive securities: stock options
          186,697       (0.01 )
 
   
     
     
 
Diluted EPS
  $ 1,084       4,233,794     $ 0.26  
 
   
     
     
 
                         
    Six Months Ended June 30, 2002
   
            Weighted   Per share
    Income   average shares   amount
   
 
 
Basic EPS
                       
Income available to common shareholders
  $ 2,829       4,058,233     $ 0.70  
Effect of dilutive securities: stock options
          256,401       (0.04 )
 
   
     
     
 
Diluted EPS
  $ 2,829       4,314,634     $ 0.66  
 
   
     
     
 
                         
    Six Months Ended June 30, 2001
   
            Weighted   Per share
    Income   average shares   amount
   
 
 
Basic EPS
                       
Income available to common shareholders
  $ 1,885       4,040,043     $ 0.47  
Effect of dilutive securities: stock options
          183,088       (0.02 )
 
   
     
     
 
Diluted EPS
  $ 1,885       4,223,131     $ 0.45  
 
   
     
     
 

At June 30, 2002 and 2001 there were options to purchase 448,737 and 406,800 shares of common stock outstanding, respectively. For the quarters ended June 30, 2002 and 2001, options to purchase 0 and 98,550 shares of common stock, respectively, were antidilutive and, therefore, not included in computation of diluted net income per share. For the six months ended June 30, 2002 and 2001, options to purchase 0 and 98,550 shares of common stock, respectively, were antidilutive and, therefore, not included in computation of diluted net income per share.

7


Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six months ended June 30, 2002 and 2001 (unaudited)
(Dollars in thousands, except per share data)

(4) Subsequent Event

On July 18, 2002, the Board of Directors declared a cash dividend of $0.065 per share to shareholders of record as of July 30, 2002 and payable on August 14, 2002.

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

Note Regarding Forward-Looking Statements: This Form 10-Q includes forward-looking statements, which management believes are a benefit to shareholders. These forward-looking statements describe Washington Banking Company’s management’s expectations regarding future events and developments such as future operating results, growth in loans and deposits, continued success of the Company’s business plan and the strength of the local economy. The words “will,” “believe,” “expect,” “should,” “anticipate” and words of similar construction are intended in part to help identify forward-looking statements. Future events are difficult to predict, and the expectations described below are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in the Company’s filings with the SEC, factors that may cause actual results to differ materially from those contemplated in such forward-looking statements include, among others, the following possibilities: (1) local and national general and economic conditions, including the impact of the events of September 11, 2001 and any further similar events, are less favorable than expected or have a more direct and pronounced effect on the Company than expected and adversely affect the Company’s ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) changes in interest rates reduce interest margins more than expected and negatively affect funding sources; (3) projected business increases following strategic expansion or opening or acquiring new branches are lower than expected; (4) costs or difficulties related to the integration of acquisitions are greater than expected; (5) competitive pressure among financial institutions increases significantly; (6) legislation or regulatory requirements or changes adversely affect the banking and financial services sector; and (7) Washington Banking Company’s ability to realize the efficiencies it expects to receive from its investment in personnel and infrastructure.

Overview

Washington Banking Company (the “Company”) is a registered bank holding company with two wholly-owned subsidiaries — Whidbey Island Bank (the “Bank”), the Company’s principal subsidiary, and Washington Banking Capital Trust I (the “Trust”). The Bank, is a Washington state-chartered bank that conducts a full-service community commercial banking business. It’s business includes commercial loan, real estate loan and construction loan portfolios, and is active in the consumer banking field, providing personal and consumer-oriented loan programs. The Bank also provides a wide range of deposit services, insured by the FDIC, for individuals and businesses including checking and savings accounts as well as money market accounts, certificates of deposit, individual retirement accounts, safe deposit boxes and other consumer and business related financial services. The Company also offers nondeposit investment products for sale through the Bank’s subsidiary, WIB Financial Services, Inc., which are not FDIC insured.

The Trust was formed in June 2002 for the exclusive purpose of issuing trust preferred securities to acquire junior subordinated debentures issued by the Company. Those debentures are the sole assets of the Trust and payments on the debt will be the sole revenues of the Trust. The Company has fully and unconditionally guaranteed all obligations of the Trust.

Headquartered in Oak Harbor, the Company’s primary market area is located in northwestern Washington state between Seattle and the Canadian border. In recent years, the region has experienced strong population growth and economic diversification. The region’s economy has evolved from one that was once heavily dependent upon forestry, fishing and farming to an economy with a much more diverse blend of industries including retail trade, services, manufacturing, tourism and a large military base presence.

8


Table of Contents

The Company’s strategy is one of value-added growth. Management believes that qualitative and sustainable growth of the Company, coupled with maintaining profitability, is currently the most appropriate path to providing good value for its shareholders. To date, the Company’s growth has been achieved organically and it attributes its reputation for focusing on customer service and satisfaction as one of the cornerstones to the Company’s success. The Company’s primary objectives are to improve profitability and operating efficiencies, increase market penetration in areas currently served, and to continue an expansion strategy in appropriate market areas.

Continuing the strategy of expanding into appropriate market areas, the Company plans to open two new full-service branches and a Loan Production Office (LPO), and to relocate its Camano Island branch during 2002. Construction of two buildings is currently underway for the relocation of the Camano branch and the new branch in Stanwood. Office space will be leased for the new full-service branch in the Fairhaven neighborhood of Bellingham as well as the LPO in Smokey Point/Arlington. The addition of these new offices will extend the company into its fourth county, Snohomish. Management believes these locations will enhance customer service by providing easier branch access and more convenient availability of services to new and existing Bank customers.

Financial Condition

Total Assets. Total assets increased to $485.2 million at June 30, 2002 from $437.7 million at December 31, 2001, an increase of 10.9%. This increase resulted primarily from growth in the loan portfolio, which was funded by deposit growth, investment maturities, borrowings and the proceeds from a non-dilutive private placement of trust preferred securities in June 2002.

Loans. Net loans totaled $413.6 million at June 30, 2002, an increase of 10.8%, from $373.2 million at December 31, 2001. The Company increased its allowance for loan losses to $5.6 million at June 30, 2002 representing 1.33% of total loans, from $4.3 million or 1.14% at December 31, 2001, in an effort to remain conservative and improve coverage. See “Lending Activities — Provision and Allowance for Loan Losses,” below.

Total Investment Securities. Total investment securities were $21.7 million and $24.6 million at June 30, 2002 and December 2001, respectively. The decrease of 11.7% was due to the maturity of investments. The availability of excess funds for long-term investment purchases was significantly reduced by the need for funding the loan demand. Management plans to use a portion of the proceeds of the trust preferred securities to purchase additional securities that reflect the Company’s investment policy guidelines and that help achieve the business plan of the Company.

Premises and Equipment. Premises and equipment, net, were $15.7 million and $15.6 million at June 30, 2002 and December 31, 2001, respectively. The balance remained fairly flat due to the construction of new branch offices and related furniture and fixtures, offset by the sale of the North Whidbey branch property during first quarter 2002. However, the minor net change to Premises and Equipment is not an indication of future expectations as the Company continues its strategy of increasing market penetration and expansion. Acquisition of banks or branches may also be used as a means of expansion if appropriate opportunities arise.

Deposits. Deposits grew 11.3 % to $408.5 million at June 30, 2002 from $367.2 million at December 31, 2001. The Company’s philosophy is to develop long-term customer relationships. Management believes that the best way to establish customer loyalty is by placing emphasis on meeting the customers’ financial needs and providing exceptional service. The Company attributes its successful deposit growth to its continuing efforts to meet these objectives through various deposit promotions, cross-sales efforts, financial planning and other means. Average noninterest-bearing deposits increased 23.3%, at June 30, 2002 from June 30, 2001, while average interest-bearing deposits increased 13.5%, compared to the like period a year ago. See ” — Deposits,” below.

Shareholders’ Equity. The Company’s shareholders’ equity increased 6.7% to $37.3 million at June 30, 2002 from $35.0 million at December 31, 2001. The increase reflects earnings and proceeds from stock options exercised, offset by the payment of cash dividends and the decrease in unrealized gain on available-for-sale securities, net of tax, during the first six months of 2002.

9


Table of Contents

Consolidated Average Balance Sheet and Analysis of Net Interest Income and Expense

The following table sets forth at the dates indicated the Company’s consolidated average balance sheet and analysis of net interest income and expense:
                                                       
          Three Months Ended June 30, 2002   Three Months Ended June 30, 2001
         
 
                  Interest                   Interest        
          Average   earned/   Average   Average   earned/   Average
(Dollars in thousands)   balance   paid   yield (1)   balance   paid   yield (1)
   
 
 
 
 
 
     
        Assets
                                               
Loans (2)
  $ 413,443     $ 8,453       8.18 %   $ 337,524     $ 7,900       9.36 %
Federal funds sold
    209       1       1.91 %     1,244       17       5.47 %
Interest-earning cash
    396       1       1.01 %     1,618       18       4.45 %
Investments:
                                               
 
Taxable
    7,036       99       5.63 %     8,637       130       6.02 %
 
Non-taxable (3)
    15,971       251       6.29 %     16,927       265       6.26 %
Deferred comp plan
    232                   92              
 
   
     
     
     
     
     
 
Interest-earning assets
    437,287       8,805       8.05 %     366,042       8,330       9.10 %
Noninterest-earning assets
    31,894                       30,516                  
 
   
                     
                 
 
Total assets
  $ 469,181                     $ 396,558                  
 
   
                     
                 
   
        Liabilities and
Shareholders’ equity
                                               
Deposits:
                                               
 
Interest demand and money market
  $ 138,433     $ 601       1.74 %   $ 108,068     $ 741       2.74 %
 
Savings
    28,399       106       1.49 %     24,958       123       1.97 %
 
CDs
    176,677       1,625       3.68 %     169,638       2,570       6.06 %
 
   
     
     
     
     
     
 
Interest-bearing deposits
    343,509       2,332       2.72 %     302,664       3,434       4.54 %
Federal funds purchased
    12,303       66       2.15 %     8,131       90       4.43 %
Trust preferred securities
    495       7       5.66 %                  
Borrowings & other interest-bearing liabilities
    21,557       171       3.17 %     6,799       69       4.06 %
 
   
     
     
     
     
     
 
Interest-bearing liabilities
    377,864       2,576       2.73 %     317,594       3,593       4.53 %
Noninterest-bearing deposits
    52,759                       42,788                  
Other noninterest-bearing liabilities
    1,935                       2,272                  
 
   
                     
                 
Total liabilities
    432,558                       362,654                  
Shareholders’ equity
    36,623                       33,904                  
 
   
                     
                 
 
Total liabilities and shareholders’ equity
  $ 469,181                     $ 396,558                  
 
   
                     
                 
Net interest income (3)
          $ 6,229                     $ 4,737          
 
           
                     
         
Net interest spread (1)
                    5.32 %                     4.57 %
 
                   
                     
 
Net interest margin (1)
                    5.70 %                     5.18 %
 
                   
                     
 

(1)   Annualized
(2)   Includes loan fees of $236 and $220 for the three months ended June 30, 2002 and 2001, respectively.
(3)   Interest income on non-taxable investments is presented on a fully taxable-equivalent basis using the federal statutory rate of 34%. These adjustments were $64 and $68 for the three months ended June 30, 2002 and 2001, respectively.

Results of Operations

The Company’s results of operations are dependent to a large degree on net interest income. Interest income and cost of funds are affected significantly by general economic conditions, particularly changes in market interest rates, and by government policies and the actions of regulatory authorities. The Company generates noninterest income generally through service charges and fees and other sources. The Company’s noninterest expenses consist primarily of compensation and employee benefit expense, and occupancy expense.

10


Table of Contents

Net Income. Net income for the second quarter of 2002 increased 28.4% to $1.4 million, or $0.32 per diluted share, from $1.1 million, or $0.26 per diluted share, for the second quarter of 2001. Net income for the six months ended June 30, 2002 increased 50.1% to $2.8 million, or $0.66 per diluted share, from $1.9 million, or $0.45 per diluted share, for the six months ended June 30, 2001. The improvement was primarily due to increased net interest income and a first quarter 2002 gain on sale of assets.

Net Interest Income. Net interest income for the second quarter of 2002 increased 32.0% to $6.2 million from $4.7 million for the second quarter of 2001. For the first six months of 2002, net interest income increased 37.4% to $12.0 million from $8.7 million for the like period in 2001. The increase in net interest income is largely due to the consistent growth rate, repricing, and changing maturities of both our loan portfolio and our deposits.

Average interest-earning assets for the second quarter increased to $437.3 million at June 30, 2002, compared to $366.0 million at June 30, 2001, a growth of 19.5%, while the average yield on interest-earning assets decreased to 8.05% compared to 9.10% in second quarter of the prior year.

The average yield on loans decreased to 8.18% for the quarter ended June 30, 2002 from 9.36% for the quarter ended June 30, 2001.

The average cost of interest-bearing liabilities decreased in the second quarter of 2002 to 2.73% from 4.53% for the quarter ended June 30, 2001. Average interest-bearing liabilities for the quarter increased to $377.9 million at June 30, 2002 compared to $317.6 million at June 30, 2001, a growth of 19.0%.

The overall result of these changes was an increase in the net interest spread to 5.32% for the quarter ended June 30, 2002 from 4.57% for the quarter ended June 30, 2001. Net interest margin (net interest income divided by average interest-earning assets) increased to 5.70% in the second quarter of 2002 from 5.18% in the second quarter of 2001.

Noninterest Income. Noninterest income decreased $111,000, or 11.3%, in the second quarter of 2002 compared to the like period last year. This decrease reflects less income on gain on sale of assets and secondary real estate market activity compared to the second quarter of 2001.

For the first six months of 2002, noninterest income increased $294,000, or 16.0% compared to the like period a year ago. This increase was primarily due to the gain on sale of assets from the sale of the vacated North Whidbey branch property and strong annuity and mutual fund sales in the first quarter of 2002.

Noninterest Expense. Noninterest expense increased $567,000, or 16.1%, in the second quarter of 2002. A major component of noninterest expense, employee compensation, increased 19.9%, for the quarter compared with the like period in 2001. For the first six months of 2002, noninterest expense rose to $8.0 million from $6.9 million one year ago, a 15.4% increase. Employee compensation increased 16.7% for the six months ended June 30, 2002. These increases were mainly due to additional costs for salaries and employee benefits, reflecting the growth of the Company. The efficiency ratio (noninterest expense divided by the sum of net interest income plus noninterest income less non-recurring gains) improved to 57.99% for the second quarter 2002 compared to 62.17% for the like period in 2001. For the first six months of 2002 and 2001, the efficiency ratio was 56.59% and 65.58%, respectively.

Income Taxes. For the second quarters of 2002 and 2001, the Company recorded income tax provisions of $676,000 and $400,000, respectively. For the first six months of 2002 and 2001, the Company recorded income tax provisions of $1.4 million and $697,000, respectively. The overall year-to-date effective tax rate was approximately 34% and 27%, respectively, for June 30, 2002 and 2001. The higher tax rate is in anticipation of the Company’s increased tax base due to the decrease in tax-exempt interest income as a percentage of income.

11


Table of Contents

Lending Activities

Loan Portfolio Composition. The Company originates a wide variety of loans including commercial, real estate and consumer loans. The following table sets forth the Company’s loan portfolio composition by type of loan at the dates indicated:

                                     
        June 30, 2002   December 31, 2001
       
 
(Dollars in thousands)   Balance   % of total   Balance   % of total
   
 
 
 
Commercial
  $ 108,933       26.0 %   $ 109,867       29.1 %
Real estate mortgages:
                               
 
One-to-four family residential
    41,050       9.8 %     42,850       11.4 %
 
Five-or-more family residential and commercial
    86,480       20.6 %     65,782       17.4 %
 
   
     
     
     
 
   
Total real estate mortgages
    127,530       30.4 %     108,632       28.8 %
Real estate construction
    31,103       7.4 %     26,917       7.1 %
Consumer
    151,496       36.2 %     132,067       35.0 %
 
   
     
     
     
 
 
Subtotal
    419,062       100.0 %     377,483       100.0 %
 
           
             
 
Less: allowance for loans losses
    (5,569 )             (4,308 )        
Deferred loan fees, net
    92               23          
 
   
             
         
Loans, net
  $ 413,585             $ 373,198          
 
   
             
         

Total loans, net, increased to $413.6 million at June 30, 2002, representing a 10.8% increase from year-end 2001. Total commercial loans decreased 0.9%, while real estate mortgage, real estate construction and consumer loans increased 17.4%, 15.6% and 14.7%, respectively, at June 30, 2002 from year-end 2001. At June 30, 2002, indirect dealer loans were $87.9 million, or 58.0% of the consumer loan portfolio, as compared to $73.0 million, or 55.3%, at December 31, 2001. Loan growth was driven by the favorable interest rate environment.

Nonperforming Assets. The following table sets forth an analysis of the composition of the Company’s nonperforming assets (“NPAs”) at the dates indicated:

                   
(Dollars in thousands)   June 30, 2002   December 31, 2001
   
 
Nonaccrual loans
  $ 3,542     $ 2,094  
Restructured loans
           
 
   
     
 
 
Total nonperforming loans
    3,542       2,094  
Real estate owned
    409       473  
 
   
     
 
 
Total nonperforming assets
  $ 3,951     $ 2,567  
 
   
     
 
Accruing loans past due > 90 days
  $ 16     $  
Potential problem loans
           
Allowance for loan losses
    5,569       4,308  
Nonperforming loans to loans
    0.85 %     0.55 %
Allowance for loan losses to loans
    1.33 %     1.14 %
Allowance for loan losses to nonperforming loans
    157.23 %     205.73 %
Nonperforming assets to total assets
    0.81 %     0.59 %

12


Table of Contents

Nonperforming loans increased to $3.5 million, or 0.85% of total loans, at June 30, 2002 from $2.1 million, or 0.55% of total loans, at December 31, 2001. The current loan loss reserve of $5.6 million represents 157.23% of nonperforming loans as compared to 205.73% of nonperforming loans at December 31, 2001. The loan loss reserve is 1.33% of total loans at June 30, 2002 as compared to 1.14% at December 31, 2001. A significant portion of the increase in NPAs reflects one credit tied to the telecommunications industry.

In general, underwriting standards have been strengthened to mitigate risk associated with the potential softening of the economy and management remains confident in its asset quality. NPAs continue to be better than state and national FDIC peer group averages.

Provision and Allowance for Loan Losses. The Company recorded a $889,000 provision for loan losses for the second quarter of 2002, compared with $655,000 for the like period a year ago. Though the local economy remained stable during the first half of 2002, there were limited indications of weakening in a few markets. Management determined that this addition to the provision was warranted to remain conservative and improve coverage, in response to a potential economic softening. There were $340,000 in net loan charge-offs during the second quarter of 2002, compared to $265,000 in the previous year, representing 0.08% of the loan portfolio for both periods.

For the six months ended June 30, 2002, the Company recorded a $1.9 million provision for loan losses, compared with $1.1 million for the like period a year ago. The Company recorded $617,000 in net loan charge-offs, representing 0.15% of average loans during the first six months of 2002, compared to $330,000, or 0.08%, of average loans in net charge-offs for the like period in 2001. The increase in charge-offs is attributed to a more aggressive stance on consumer delinquencies and to certain loans to the construction trades. Management has tightened consumer lending standards over the last year and established additional guidelines and limits on lending to certain industries to mitigate risk.

The allowance for loan losses is maintained at a level considered adequate by management to provide for anticipated loan losses based on management’s assessment of various factors affecting the loan portfolio. This includes a review of problem loans, general business and economic conditions, seasoning of the loan portfolio, bank regulatory examination results and finding of internal credit examiners, loss experience and an overall evaluation of the quality of the underlying collateral. The allowance is reviewed quarterly by management. The allowance is increased by provisions charged to operations and reduced by loans charged off, net of recoveries.

The following table sets forth the changes in the Company’s allowance for loan losses at the dates indicated. The allocation is based on an evaluation of defined loan problems, historical ratios of loan losses and other factors that may affect future loan losses in the categories of loans shown:
                                     
(Dollars in thousands)   Three Months Ended   Six Months Ended
    June 30,   June 30,
       
 
        2002   2001   2002   2001
       
 
 
 
Balance at beginning of period
  $ 5,020     $ 3,004     $ 4,308     $ 2,664  
Charge-offs:
                               
 
Commercial
    (246 )     (58 )     (274 )     (84 )
 
Real estate
    (10 )           (10 )     (15 )
 
Consumer
    (162 )     (276 )     (458 )     (338 )
 
   
     
     
     
 
   
Total charge-offs
    (418 )     (334 )     (742 )     (437 )
Recoveries:
                               
 
Commercial
    8       35       9       66  
 
Real estate
                       
 
Consumer
    70       34       116       41  
 
   
     
     
     
 
   
Total recoveries
    78       69       125       107  
Net charge-offs
    (340 )     (265 )     (617 )     (330 )
Provision for loan losses
    889       655       1,878       1,060  
 
   
     
     
     
 
Balance at end of period
  $ 5,569     $ 3,394     $ 5,569     $ 3,394  
 
   
     
     
     
 

13


Table of Contents

For the three-month period ended June 30, 2002, net charge-offs attributed to indirect dealer loans were $79,000, or 85.9%, of net consumer charge-offs as compared to $80,000, or 41.7%, for the second quarter 2001. Year-to-date, net charge-offs attributed to indirect dealer loans were $262,000, or 76.6%, of net consumer charge-offs, as compared to $120,000, or 48.6%, for the like period in 2001.

While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments to the allowance for loan losses, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the final determination. Management anticipates that normal growth of the loan portfolio, coupled with credit weakness that could occur as a result of a slowdown in the local economy may require continued increases in the provisions to the allowance for loan losses during the year 2002.

Deposits

The Company provides a range of deposit services, including noninterest-bearing checking accounts, interest-bearing checking and savings accounts, money market accounts and certificates of deposit (“CDs”). These accounts generally earn interest at rates established by management based on competitive market factors and management’s desire to increase or decrease certain types or maturities of deposits. The Company does not pay brokerage commissions to attract deposits. It strives to establish customer relations to attract core deposits in noninterest-bearing transactional accounts and thus reduce its costs of funds.

The following table sets forth the average balances outstanding and average interest rates for each major category of deposits at the dates indicated:

                                   
      Three Months Ended June 30,
     
      2002   2001
     
 
      Average   Average   Average   Average
(Dollars in thousands)   balance   rate   Balance   rate
   
 
 
 
Interest-bearing demand and money market deposits
  $ 138,433       1.74 %   $ 108,068       2.74 %
Savings deposits
    28,399       1.49 %     24,958       1.97 %
CDs
    176,677       3.68 %     169,638       6.06 %
 
   
     
     
     
 
 
Total interest-bearing deposits
    343,509       2.72 %     302,664       4.54 %
Demand and other noninterest-bearing deposits
    52,759               42,788          
 
   
             
         
 
Total average deposits
  $ 396,268             $ 345,452          
 
   
             
         

Liquidity and Sources of Funds

Sources of Funds. The Company’s sources of funds are customer deposits, loan repayments, current earnings, cash and demand balances due from other banks, federal funds sold, short-term investments and investment securities available for sale. These funds are used to make loans and to support continuing operations. The Bank relies primarily upon customer deposits and investments to provide liquidity. The Company will mainly use such funds to make loans and to purchase securities, the majority of which are issued by federal, state and local governments. Additional funds are available through established Federal Home Loan Bank (“FHLB”) lines of credit, which the Company expects to use to supplement funding sources. Due to the Company’s strong asset growth, capital ratios were trending downward. The Company’s strategy includes maintaining a “well-capitalized” status for regulatory purposes, while maintaining a favorable liquidity position and proper asset/liability mix. With this strategy in mind, management evaluated potential capital-raising alternatives such as trust preferred securities, issuance of common stock, and other sources. Management determined that issuing trust preferred securities would be in the best interest of the Company and on June 27, 2002, the Trust issued $15.0 million of trust preferred securities. Trust preferred securities are held as debt for tax purposes, while the proceeds of the offering count as Tier I capital without increasing the shareholder base and thus diluting earnings per share.

14


Table of Contents

Deposits. Total deposits increased 11.3%, to $408.5 million, at June 30, 2002 from $367.2 million at December 31, 2001. The Company, by policy, has not accepted brokered deposits. It has made a concerted effort to attract deposits in the market area it serves through competitive pricing and delivery of quality service. Historically, the Company has been able to retain a significant amount of its deposits as they mature.

The Company’s deposits are expected to fluctuate according to the level of the Company’s deposit market share, economic conditions and normal seasonal variations, among other things. Certificates of deposit are the only deposit group that has stated maturity dates. At June 30, 2002, the Company had $180.7 million in CDs of which approximately $166.5 million, or 92.1%, are scheduled to mature within one year. Uncertain market and economic conditions may cause some customers to choose to move funds into core deposit accounts or withdraw funds, rather than renew CDs as they mature. However, based on prior experience, the Company anticipates that a substantial portion of outstanding CDs will renew upon maturity.

Borrowings. At June 30, 2002 the Company had a $72.7 million line of credit with the FHLB, of which $22.5 million was advanced, and lines of credit with financial institutions in the amount of $13.0 million, with no advances on these lines of credit as of that date.

The Company has $15 million of trust preferred obligations at a quarterly adjusted floating rate based on the 3-month LIBOR plus 3.65% with a 30-year maturity, and an option to redeem at par anytime after the fifth year. At June 30, 2002 the rate on the Company’s trust preferred obligations was 5.51%.

Investments. The Company’s total portfolio of investment securities decreased 11.7% to $21.7 million at June 30, 2002 from $24.6 million at December 31, 2001. The investment portfolio consists of government agency securities, municipal securities, FHLB stock, and corporate obligations. No investment exceeds 10% of the shareholders’ equity. The following table summarizes the amortized cost, market value and recorded value of securities in the Company’s portfolio by contractual maturity groups:

                           
      June 30, 2002
     
(Dollars in thousands)   Amortized   Market   Recorded
    cost   value   value
     
 
 
Amounts maturing:
                       
Within one year
  $ 6,259     $ 6,343     $ 6,302  
One to five years
    8,717       9,083       8,740  
Six to ten years
    5,784       6,026       5,784  
Over ten years
    869       911       869  
 
   
     
     
 
 
Total
  $ 21,629     $ 22,363     $ 21,695  
 
   
     
     
 

At June 30, 2002, the investment portfolio consisted of 78.23% held-to-maturity investments at carrying value, up from 74.88% at December 31, 2001, and 21.77% available-for-sale securities at carrying value, down from 25.12% at December 31, 2001. The Company expects in the future that available-for-sale securities would increase as a percent of total investment securities at carrying value.

Capital and Capital Ratios

The Company’s shareholders’ equity increased to $37.3 million at June 30, 2002 from $35.0 million at December 31, 2001. This increase is due to net income of $2.8 million and $67,000 proceeds from stock options exercised offset by the payment of cash dividends of $527,000 and a decrease in unrealized gain on available-for-sale securities of $28,000, net of tax, during the six months ended June 30, 2002. Total assets increased to $485.2 million at June 30, 2002 from $437.7 million at December 31, 2001, an increase of 10.9%. Shareholders’ equity to total assets was 7.7% at June 30, 2002 compared to 8.0% at December 31, 2001.

Banking regulations require bank holding companies and banks to maintain a minimum leverage ratio of core capital to adjusted average total assets of at least 4%. In addition, banking regulators have adopted risk-based capital guidelines, under which risk percentages are assigned to various categories of assets and off-balance sheet items to

15


Table of Contents

calculate a risk-adjusted capital ratio. Tier I capital generally consists of common shareholders’ equity (which does not include unrealized gains and losses on securities), less goodwill and certain identifiable intangible assets, while Tier II capital includes the allowance for loan losses and subordinated debt both subject to certain limitations.

The FDIC established the qualifications necessary to be classified as a “well-capitalized” bank, primarily for assignment of FDIC insurance premium rates. As the following table indicates, the Company (on a consolidated basis) and the Bank qualified as “well capitalized” at June 30, 2002:

                                 
    FDIC Requirements   Company Ratios
   
 
    Adequately-   Well-   June 30,   December 31,
    capitalized   capitalized   2002   2001
   
 
 
 
Total risk-based capital ratio
    8 %     10 %     12.78 %     9.64 %
Tier 1 risk-based capital ratio
    4 %     6 %     11.54 %     8.57 %
Leverage ratio
    4 %     5 %     10.98 %     8.03 %

There can be no assurance that additional capital will not be required in the future due to greater-than-expected growth, or otherwise.

Capital Expenditures and Commitments.

The Company had no material capital expenditures or commitments for the quarter ended June 30, 2002.

Significant Accounting Policies

See “Notes to Condensed Consolidated Financial Statements.”

2002 Anticipated Financial Performance

In February 2002, the Company announced targets for 2002 including 20% to 25% earnings growth, 15% to 20% loan growth, 10% to 15% deposit growth, ROE of at least 13%, and an efficiency ratio in the low sixties. The Company believes that these goals can be attained through continuing its basic banking strategy of building core deposits and building a conservative loan portfolio. Although it appears that the Company is on track to exceed its 2002 performance goals at mid-year, targets have not been moved up as management expects the bottom line to reflect the costs of expanding the branch network over the next several months.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analyses. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Key assumptions in the model include prepayment speeds on mortgage-related assets, cash flows and maturities of other investment securities, loan and deposit volumes, and pricing. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes, changes in market conditions and management strategies, among other factors. At June 30, 2002, based on the measures used to monitor and manage interest rate risk, there had not been a material change in the Company’s interest rate risk since December 31, 2001. For additional information, refer to the Company’s Form 10-K for the year ended December 31, 2001.

16


Table of Contents

PART II

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

The annual meeting of shareholders was held at Oak Harbor, Washington at 3:00 p.m. on April 25, 2002. 2,996,550 shares of common stock were represented in person or by proxy at the meeting. This represented 74% of the 4,055,250 shares held by shareholders as of March 1, 2002 and entitled to vote at the meeting. The following issue came before the shareholders for vote:
     
  Election of directors to serve on the Board of Directors until the Annual meeting of shareholders in the year 2005, or until their successors are duly elected and qualified — three of the nine director position terms had expired and were open for election. The nominees for these positions were Jay T. Lien, Alvin J. Sherman and Edward J. Wallgren, who were each elected with the following vote totals:

                         
    For   Against   Withheld
   
 
 
Jay T. Lien
    2,977,967       0       18,583  
Alvin J. Sherman
    2,977,967       0       18,583  
Edward J. Wallgren
    2,893,967       0       102,583  

The other six directors who continue in office are: Michal D. Cann; Jerry C. Chambers; Marlen L. Knutson; Karl C. Krieg, III; Robert B. Olson; and Anthony B. Pickering.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

     
99.1
 
Section 906 Certification of Chief Executive Officer
99.2
 
Section 906 Certification of Chief Financial Officer

(b) Reports on Form 8-K
     
  On April 1, 2002, the Company filed Amendment No.2 to Current Report on Form 8-K/A, amending its Form 8-K/A filed on November 29, 2001 regarding the change in the Company’s certifying accountants to Moss Adams LLP to replace KPMG LLP.

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.

WASHINGTON BANKING COMPANY

 
         
Date: August 13, 2002   By   /s/ Michal D. Cann
       
    Michal D. Cann
President and
Chief Executive Officer
 
 
Date: August 13, 2002   By   /s/ Phyllis A. Hawkins
       
        Phyllis A. Hawkins
Senior Vice President and
Chief Financial Officer

17