Back to GetFilings.com

Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

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, 2002
[   ]	Transition Report Under Section 13 or 15(d) of the Exchange Act
	For the transition period from _______________________ to _______________________

Commission File No. 000-32915

EVERGREENBANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)

WASHINGTON		91-2097262
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

301 Eastlake Avenue East
Seattle, Washington 98109-5407
(Address of Principal Executive Offices) (Zip Code)

(206) 628-4250
(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 [X] No [   ]

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

Common Stock, no par value, outstanding as of June 30, 2002: 935,417 shares
No Preferred stock were issued or outstanding.

Table of Contents

PART I
FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

The following financial statements are presented for the registrant, EvergreenBancorp, Inc.

1.		Balance Sheets — June 30, 2002 and December 31, 2001.
2.		Statements of Income — For the three-month and six-month periods ended June 30, 2002 and 2001.
3.		Statements of Changes in Stockholders’ Equity — For the six-month periods ended June 30, 2002 and 2001.
4.		Statements of Cash Flows — For the six-month periods ended June 30, 2002 and 2001.
5.		Notes to Consolidated Interim Financial Information.

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
OTHER INFORMATION

Item 1. Legal Proceedings.

Item 2. Changes in Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

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

Item 5. Other Information.

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

     (a)  Exhibits

     (b)  Reports on Form 8-K

1

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

EvergreenBancorp, Inc.
Consolidated statements of condition
(in thousands)
(unaudited)

See accompanying notes to consolidated financial statements.

2

Table of Contents

EvergreenBancorp, Inc.
Consolidated statements of income

Three-month and six-month periods ended June 30, 2002 and 2001
(in thousands, except per share data)
(unaudited)

*

Retroactively adjusted for the shares issued pursuant to the 2001 three- for -two stock split.

See accompanying notes to consolidated financial statements.

3

Table of Contents

EvergreenBancorp, Inc

Consolidated Statements of Stockholders’ Equity
For the six-month periods ended June 30, 2002 and 2001
(in thousands, except shares and per share data)
(unaudited)

*

Retroactively adjusted for the shares issued pursuant to the 2001 three-for-two stock split.

See accompanying notes to consolidated financial statements.

4

Table of Contents

EvergreenBancorp, Inc.

Consolidated statements of cash flows
Six-month periods ended June 30, 2002 and 2001
(in thousands)
(unaudited)

See accompanying notes to consolidated financial statements.

5

Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL INFORMATION
EVERGREENBANCORP, INC.

Quarterly period ended June 30, 2002
(UNAUDITED)

Basis of presentation: The accompanying unaudited consolidated financial statements include the accounts of EvergreenBancorp, Inc. (“Bancorp”) and its wholly owned subsidiaries (collectively referred to as the “Company”). As of June 30, 2002, Bancorp’s subsidiaries were EvergreenBank (the “Bank”) and EvergreenBancorp Capital Trust I (the “Trust”). The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to the Securities and Exchange Commission’s Form 10-Q. These financial statements do not include all of the information and footnotes required for complete financial statements. In the opinion of management, adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2002 are not necessarily indicative of the results for the year ending December 31, 2002. For additional information, refer to the financial statements and footnotes for the year ended December 31, 2001, filed by Bancorp with the United States Securities and Exchange Commission.

Organization: Bancorp was formed February 9, 2001 and is a Washington corporation chartered as a bank holding company. Bancorp owns all of the issued and outstanding shares of the Bank and all of the common securities issued by the Trust.

The Bank is a Washington state chartered financial institution that engages in general commercial and consumer banking operations. The Bank offers a broad spectrum of personal and business banking services, including commercial, consumer and real estate lending. The Bank’s offices are centered in the Puget Sound region in the Seattle, Lynnwood and Bellevue communities. Deposits in the Bank are insured by the Federal Deposit Insurance Corporation.

The Trust is a Delaware business trust organized pursuant to a Declaration of Trust dated as of May 22, 2002. An Amended and Restated Declaration of Trust was executed May 23, 2002.

Holding company information: The Bank became a wholly owned subsidiary of Bancorp on June 20, 2001 in accordance with the Plan and Agreement of Reorganization and Merger dated February 14, 2001 (the “Plan”), and provided that each share of the Bank’s common stock be exchanged for an equal number of shares of the common stock of Bancorp. The Plan also provided that the reorganization be treated similarly to a “pooling of interest” for accounting and financial reporting purposes. Accordingly, the capital accounts of the Bank as of June 20, 2001 were carried forward, without change, as the capital accounts of Bancorp.

Accounting: The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America. The following is a description of the more significant of these policies.

Principles of consolidation and use of estimates: The accompanying consolidated financial statements include the combined accounts of Bancorp, the Bank, and the Trust for all periods reported. All significant intercompany balances and transactions have been eliminated.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and with the general practices in the banking industry. The

-1-

Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL INFORMATION — CONTINUED
EVERGREENBANCORP, INC.

Quarterly period ended June 30, 2002
(UNAUDITED)

preparation of financial statements in conformity with these principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including contingent amounts, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates particularly susceptible to possible changes in the near term relate to the determination of the allowance for losses on loans, the carrying values of securities, and deferred tax assets. An estimate of possible changes or range of possible changes cannot be made relative to these items.

Reclassifications: Certain items in prior periods’ financial statements have been reclassified to conform with the current period’s presentation. These reclassifications did not change previously reported stockholders’ equity or net income.

Investments: Investments include $7,650,000 in mortgage backed securities at June 30, 2002. This investment by the Bank in mortgage backed securities qualifies as collateral for advances from Federal Home Loan Bank.

Guaranteed preferred beneficial interests in subordinated debt: On May 23, 2002, Bancorp purchased 155 Floating Rate Common Securities (liquidation amount $1,000 per common security) (the “Common Security”) issued by the Trust. Also, on May 23, 2002, the Trust issued 5,000 Floating Rate Capital Securities (liquidation amount $1,000 per capital security) (the “Capital Securities”). The capital securities were sold in a private placement pursuant to exemption from registration under of the Securities Act of 1933. The proceeds of the issuance of the common and capital securities, net of issuing expenses, were used by the Trust to purchase $5,155,000 in principal amount of Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”) issued by Bancorp. Bancorp invested $4,800,000 of the proceeds in the Bank. Distributions on the common and capital securities issued by the Trust are payable quarterly at a variable interest rate, reset quarterly, equal to the three-month London interbank offered rate plus 3.5 percent. The Company recognizes the distributions payable on the capital securities and the debentures as interest expense for financial reporting purposes. The debentures mature in 2032 and are redeemable at Bancorp’s option beginning in 2007. Issuing expenses are being amortized over the thirty year period. The capital securities are guaranteed on a subordinated basis by Bancorp with respect to distributions and amounts payable upon liquidation, redemption, or repayment. The capital securities qualify as Tier I capital for regulatory purposes.

-2-

Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL INFORMATION — CONTINUED
EVERGREENBANCORP, INC.

Quarterly period ended June 30, 2002
(UNAUDITED)

Parent company only financial information: The following table illustrates the condensed balance sheet at June 30, 2002 and December 31, 2001, and the related condensed statements of income for each of the three-month and six-month periods ended June 30, 2002 and 2001, and the condensed statements of cash flows for the six-month periods ended June 30, 2002 and 2001 for EvergreenBancorp, Inc., without including the accounts of its subsidiaries, the Bank and the Trust.

     Condensed balance sheets (in thousands):

     Condensed statements of income (in thousands):

-3-

Table of Contents

NOTES TO CONSOLIDATED INTERIM FINANCIAL INFORMATION — CONTINUED
EVERGREENBANCORP, INC.

Quarterly period ended June 30, 2002
(UNAUDITED)

     Condensed statements of cash flows (in thousands):