SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission File No. 000-32915

EVERGREENBANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

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 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  [  ]

     Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Act.

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 August 11, 2004: 1,193,488 shares
No Preferred Stock was issued or outstanding.

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See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.

     See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.

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EVERGREENBANCORP, INC.

See accompanying notes to unaudited consolidated financial statements.

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EVERGREENBANCORP, INC.

Note 1: Basis of presentation and accounting policies

The accompanying unaudited condensed consolidated financial statements include the accounts of EvergreenBancorp, Inc. (“Bancorp”) and its wholly owned subsidiary, EvergreenBank (the “Bank”) (collectively referred to as the “Company”). In May 2002, Bancorp formed EvergreenBancorp Capital Trust I (the “Trust”) to raise capital through a trust preferred securities offering. Prior to 2003, the Trust was consolidated in the Company’s financial statements. Under new accounting guidance, the Trust is no longer consolidated with the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For additional information, refer to the financial statements and footnotes for the year ended December 31, 2003, filed by the Company 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, Bellevue and Federal Way 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.

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

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Critical accounting policies and use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, 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. Management has identified certain policies as being particularly sensitive in terms of judgments and the extent to which estimates are used. These policies relate to the determination of the allowance for loan losses on loans, other real estate owned, and the fair value of financial instruments and are described in greater detail in subsequent sections of Management’s Discussion and Analysis and in the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Management believes that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of the financial statements to these critical accounting policies, estimates and assumptions, material differences in the results of operations or financial condition could result.

Newly issued accounting pronouncements

In January 2003, the Emerging Issues Task Force (“EITF”) began a project to provide additional guidance on when a market value decline on debt and marketable equity securities should be considered other-than-temporary. Currently, declines in market value that are considered to be other-than-temporary require that a loss be recognized through the income statement. The EITF issued additional guidance in March 2004, establishing criteria for recognition and measurement under this pronouncement to be effective for reporting periods beginning after June 15, 2004. This guidance is not expected to have a material impact on the company’s operating results or financial condition.

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Stock compensation

Employee compensation expense under stock options is reported using the intrinsic value method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation. Certain adjustments were made to the pro forma calculations in prior years to be consistent with the current year presentation. Earnings and dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements.

Comprehensive income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities are reported as separate components of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

The components of other comprehensive income and the related tax effects are as follows:

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Note 2: Stock dividend

On November 26, 2003, the Company effected a 10% stock dividend. All references to number of shares issued and outstanding (basic and diluted) and earnings per share, for all periods presented have been restated as if the stock dividend had actually occurred on January 1, 2003.

Note 3: Stock options

During the second quarter of 2004, no stock options were granted and there were 554 options exercised. During the first quarter of 2004, there were no stock options granted and there were 1,960 stock options exercised. The total stock options outstanding were 99,784 at June 30, 2004 with exercise prices ranging between $11.40 and $14.82 and expiration dates between October 23, 2010 and March 25, 2013. All options are granted at market value as of date of grant.

Note 4: Securities available for sale

Investment securities available for sale include $8,436,000 in mortgage-backed securities at June 30, 2004. This investment by the Bank in mortgage-backed securities qualifies as collateral for advances from Federal Home Loan Bank of Seattle. Investment securities available for sale also include the AMF Adjustable Rate Mortgage Fund with a fair market value of $14,660,000 at June 30, 2004.

Note 5: Junior subordinated debt

In May 2002, Bancorp formed EvergreenBancorp Capital Trust I (“the Trust”) a statutory trust formed under the laws of the State of Delaware and a wholly owned financing subsidiary of Bancorp. In May 2002, the Trust issued $5 million in trust preferred securities in a private placement offering. Simultaneously with the issuance of the trust preferred securities by the Trust, Bancorp issued junior subordinated debentures to the Trust. The junior subordinated debentures are the sole assets of the Trust. The junior subordinated debentures and the trust preferred securities pay distributions and dividends, respectively, on a quarterly basis, which are included in interest expense. The interest rate payable on the debentures and the trust preferred securities resets quarterly and is equal to the three-month LIBOR plus 3.50% (5.10% at June 30, 2004), provided that this rate cannot exceed 12.0% through June 30, 2007. The junior subordinated debentures will mature in 2032, at which time the preferred securities must be redeemed. Bancorp has provided a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the Trust under the preferred securities as set forth in such guarantee agreement. Debt issuance costs totaling $209,000 were capitalized related to the offering and are being amortized over the estimated life of the junior subordinated debentures.

Prior to 2003, the Trust was consolidated in the Company’s financial statements, with the trust preferred securities issued by the Trust reported in liabilities as “guaranteed preferred beneficial interests” and the subordinated debentures eliminated in consolidation. Under new accounting guidance, FASB Interpretation No. 46, as revised in December 2003, the Trust is no longer consolidated with the Company. Accordingly, the Company does not report the securities issued by the Trust as liabilities, and instead reports as liabilities the subordinated debentures issued by the Company and held by the Trust, as these are no longer eliminated in consolidation. The effect of no longer consolidating the Trust does not change the amounts reported as the Company’s assets, liabilities, equity, or interest expense. Accordingly, the amounts previously reported as “guaranteed preferred beneficial interests” in liabilities have been recaptioned “junior subordinated debt” and continue to be presented in liabilities on the balance sheet.

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Note 6: Earnings per share

Basic earnings per share of common stock is computed on the basis of the weighted average number of common stock shares outstanding adjusted for the 2003 10% stock dividend. Diluted earnings per share of common stock is computed on the basis of the weighted average number of common shares outstanding plus the effect of the assumed conversion of outstanding stock options.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share of common stock is as follows.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Bank’s results of operations primarily depend on net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowed funds. The Bank’s operating results are also affected by loan fees, service charges on deposit accounts, net merchant credit card processing fees, gains from sales of loans and investments and other noninterest income. Operating expenses of the Bank include employee compensation and benefits, occupancy and equipment costs, federal deposit insurance premiums and other administrative expenses.

The Bank’s results of operations are further affected by economic and competitive conditions, particularly changes in market interest rates. Results are also affected by monetary and fiscal policies of federal agencies, and actions of regulatory authorities.

The following discussion contains a review of the consolidated operating results and financial condition of the Company for the three and six month periods of 2004. This discussion should be read in conjunction with the unaudited consolidated financial statements and accompanying notes contained elsewhere in this report. When warranted, comparisons are made to the same periods in 2003 and to the previous year ended December 31, 2003. For additional information, refer to the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

RESULTS OF OPERATIONS

Net Income

Three months and six months ended June 30, 2004 and 2003

For the second quarter of 2004, the Company reported net income of $280,000 compared to $223,000 for the second quarter of 2003, an increase of 25.56 percent. The main reason for the increase in profits was higher net interest income due to growth in loans. Last year’s second quarter results included $62,000 of gains on sales of securities and loans.

Basic and diluted earnings per common share were $0.23 for the second quarter of 2004 compared to $0.19 for the same period one year ago.

For the second quarter of 2004, return on average common equity and return on average assets was 6.68 percent and .57 percent respectively, compared to 5.95 percent and .55 percent, respectively, for the same period one year ago.

For the first six months of 2004, net income was $566,000, compared with $521,000 for the first six months of 2003, an increase of 8.63 percent. Basic and diluted earnings per common share were $0.47 for the first six months of 2004 and $0.44 for the same period in 2003. Return on average assets was .58 percent for 2004 and .59 percent for 2003. Return on average common equity was 6.74 percent for the first six months of 2004 and 6.31 percent for the same period of 2003. Additional analysis of financial components is contained in the discussion that follows. Unless otherwise stated, comparisons are between the second quarter 2004 and 2003.

Net Interest Income and Net Interest Margin

The Company’s principal source of earnings is net interest income, which is the difference between interest income on loans and investments and interest expense on deposits and borrowed funds. Several factors can contribute to changes in net interest income, such as changes in average balances or in the rates on earning assets and rates paid for interest bearing liabilities, the level of noninterest bearing deposits, and the level of nonaccrual loans.

Net interest income before the provision for loan losses was $2,158,000 for the second quarter of 2004, compared to $1,980,000 for the same period in 2003, an increase of 8.99 percent. Net interest income was $4,351,000 for the first six months of 2004, compared with $4,003,000 for the first six months of 2003, an increase of 8.69 percent. The increase was primarily attributable to substantial growth in the average balances of the loan portfolio that occurred late during the fourth quarter 2003.

The net interest margin, which is the ratio of taxable-equivalent net interest income to average earning assets, was 4.93 percent for the first six months of 2004 compared to 5.12 percent for the same period one year ago. The weighted average yield on interest earning assets was 6.14 percent for the first six months of 2004, compared to 6.63 percent in the second

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quarter of 2003. Interest expense as a percentage of average earning assets was 1.21 percent for the first six months of 2004, compared to 1.45 percent during the same period in 2003.

Interest income for the three months ended June 30, 2004 was $2,702,000 compared to $2,533,000 for the three months ended June 30, 2003, an increase of $169,000 or 6.67 percent. This increase was primarily attributable to an increase in the average loan balance of $20,311,000, offset by a decrease in the average yield on earning assets.

Interest income for the six months ended June 30, 2004 was $5,427,000 compared to $5,143,000 for the six months ended June 30, 2003, an increase of 5.52 percent.

Interest expense for the three months ended June 30, 2004 was $544,000 compared to $553,000 for the three months ended June 30, 2003, a decrease of $9,000 or 1.63 percent. This was largely due to a decline in the average rate paid on interest bearing liabilities, offset by an increase of $16,000 in the average balance of interest bearing liabilities.

Interest expense for the six months ended June 30, 2004 was $1,076,000 compared with $1,140,000 for the same period a year ago, a reduction of $64,000 or 5.61 percent.

Noninterest Income/Expense

Noninterest income in the second quarter of 2004 was $422,000 compared to $481,000 in the same quarter of 2003, a decrease of $59,000 or 12.27 percent. Noninterest income for the six months ended June 30, 2004 was $857,000 compared with $893,000 for the same period of 2003, a reduction of $36,000 or 4.03 percent. The decrease was primarily attributable to a net reduction of $47,000 in the gain on sales of securities and loans.

Noninterest expense was $2,079,000 in the second quarter of 2004, compared to $2,091,000 in the same quarter of 2003, a decrease of $12,000, or .57 percent. Noninterest expense for the six months ended June 30, 2004 was $4,237,000 compared with $4,080,000 for the same period of 2003, an increase of $157,000 or 3.85 percent. The increase was primarily attributable to a write-down of $132,000 in the value of other real estate owned, which occurred in the first quarter 2004. The real estate owned was sold during the second quarter.

Income tax expense

The Company recognized income tax expense of $141,000 during the second quarter of 2004, up from $112,000 in the same quarter of 2003. Income tax expense for the six months ended June 30, 2004 was $280,000, compared to $257,000 for the same period of 2003, an increase of 8.94 percent or $23,000. The increase reflects a $68,000, or 8.74 percent, rise in pre-tax income to $566,000 for the six months ended June 30, 2004. The effective income tax rate has remained consistent, approximately 33 percent, for each period reported.

Provision and Allowance for Loan Losses

Included in the results of operations for the quarters ending June 30, 2004 and 2003 is a non-cash expense of $80,000 and $35,000 respectively, related to the provision for loan losses. The provision for loan losses for the six months ended June 30, 2004 was $140,000 compared to $38,000 for the same period of 2003. This increase in the provision resulted largely from substantial growth in the loan portfolio that occurred late in the fourth quarter 2003.

At June 30, 2004, the allowance for loan losses was $1,732,000 compared to $1,636,000 at December 31, 2003. The ratio of the allowance to total loans outstanding was 1.25 percent at June 30, 2004, and 1.18 percent at December 31, 2003.

Management evaluates the adequacy of the allowance for loan losses on a monthly basis after consideration of a number of factors, including the volume and composition of the loan portfolio, potential impairment of individual loans, concentrations of credit, past loss experience, current delinquencies, information about specific borrowers, current economic conditions, loan commitments outstanding and other factors. Although management believes the allowance for loan losses was at a level adequate to absorb probable incurred losses on existing loans at June 30, 2004, there can be no assurance that such losses will not exceed estimated amounts.

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While management is encouraged by recent indications of an improving national economy, local economic conditions could still adversely affect cash flows for both commercial and individual borrowers, as a result of which the Company could experience increases in problem assets, delinquencies and losses on loans.

FINANCIAL CONDITION

Loans

At June 30, 2004, loans totaled $138,352,000 compared to $138,468,000 at December 31, 2003, a reduction of $116,000 or .08 percent.

At June 30, 2004, the Bank had $75,620,000 in loans secured by real estate. The collectibility of a substantial portion of the loan portfolio is susceptible to changes in economic and market conditions in the region. The Bank generally requires collateral on all real estate exposures and typically maintains loan-to-value ratios of no greater than 80 percent.

The following tables set out the composition of the types of loans, the allocation of the allowance for loan losses and the analysis of the allowance for loan losses as of June 30, 2004 and December 31, 2003:

Types of Loans

Allocation of the Allowance for Loan Losses

In the following table, the allowance for loan losses at June 30, 2004 and December 31, 2003 has been allocated among major loan categories based on a number of factors including quality, volume, current economic outlook and other business considerations.

The analysis of the allowance for loan losses should not be interpreted as an indication that chargeoffs will occur in these amounts or proportions, or that the allocation indicates future chargeoff trends. Furthermore, the portion allocated to each category is not the total amount available for future losses that might occur within each category.

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Analysis of Allowance for Loan Losses

The following table summarizes transactions in the allowance for loan losses and details the chargeoffs, recoveries and net loan losses by loan category.

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Investments

At June 30, 2004, investments totaled $34,348,000, a decrease of $5,470,000 or 13.74 percent from $39,818,000 at December 31, 2003. The decrease in investments was primarily due to sales, maturities and prepayments of securities.

Other Real Estate Owned

At June 30, 2004, other real estate owned totaled $0, a decrease of $2,659,000 from the balance at December 31, 2003. In the first quarter 2004, the Bank recognized a $132,000 charge related to the property. The residential property was sold in the second quarter of 2004.

Deposits

At June 30, 2004, total deposits were $158,440,000, compared to $152,683,000 at December 31, 2003. This represents a 3.77 percent increase from December 31, 2003. Non-interest bearing deposits totaled $48,786,000 at June 30, 2004 compared to $47,132,000 at December 31, 2003, an increase of $1,654,000 or 3.51 percent. Interest bearing deposits totaled $109,654,000 at June 30, 2004, compared to $105,551,000 at December 31, 2003, an increase of $4,103,000 or 3.89 percent.

Borrowings

At June 30, 2004, the Bank’s Federal Home Loan Bank borrowings were $11,499,000 compared to $15,381,000 at December 31, 2003. This represents a 25.24 percent decline from December 31, 2003 and is due to the repayment of maturing and amortizing advances. Due to increased liquidity, these advances were not replaced.

Stockholders’ Equity and Capital Resources

Stockholders’ equity totaled $16,715,000 at June 30, 2004, an increase of $132,000 or .80 percent over December 31, 2003. This increase in stockholders’ equity is primarily the result of net income of $566,000, offset by a decrease in accumulated other comprehensive income of $278,000, which resulted from fluctuations in the market value of available-for-sale securities. These items were further offset by dividends of $191,000, or $0.16 per share. Finally, equity increased by $35,000 in surplus due to the exercise of 2,514 stock options.

Book value per share was $14.01 at June 30, 2004 compared to $13.93 at December 31, 2003. Book value per share is calculated by dividing total equity by total shares outstanding.

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The following table displays the capital ratios at June 30, 2004 and December 31, 2003 for Bancorp and the Bank. As the table illustrates, the capital ratios exceed those required to be considered well-capitalized.

Contractual Obligations and Commitments

In the normal course of business, to meet the financing needs of its customers, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit, lines of credit and standby letters of credit. Such off-balance sheet items are recognized in the financial statements when they are funded or related fees are received. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The off-balance sheet items do not represent unusual elements of credit risk in excess of the amounts recognized in the balance sheets.

At June 30, 2004, the Company had commitments to extend credit and contingent liabilities under lines of credit, standby letters of credit and similar arrangements totaling $44,954,000. Since many lines of credit do not fully disburse, or expire without being drawn upon, the total amount does not necessarily reflect future cash requirements.

For additional information regarding off-balance sheet items, refer to Note 16 “Commitments and Contingencies” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K as of December 31, 2003.

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The following table summarizes the Company’s significant contractual obligations and commitments at June 30, 2004:

Purchase obligations are primarily contracts with vendors to provide services, such as information processing. For discussion of Federal Home Loan Bank advances and junior subordinated debt, see Note 8, “Federal Funds Purchased, Advances from Federal Home Loan Bank (“FHLB”) and Junior Subordinated Debt” to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K as of December 31, 2003.

Liquidity

Liquidity is defined as the ability to provide sufficient cash to fund operations and meet obligations and commitments on a timely basis. Through asset and liability management, the Company controls its liquidity position to ensure that sufficient funds are available to meet the needs of depositors, borrowers, and creditors.

In addition to cash and cash equivalents, asset liquidity is provided by the available-for-sale securities portfolio. Approximately six percent of the investment balances within this portfolio mature within one year. Liquidity is further enhanced by deposit growth, federal funds purchased and securities sold under agreements to repurchase, borrowings, and planned cash flows, maturities and sales of investments and loans.

The consolidated statement of cash flows contained in this report provides information on the sources and uses of cash for the respective year-to-date periods ended June 30, 2004 and 2003. See the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2003 for additional information.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes in information about market risk from that provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The latest available analysis of the potential impact of rate on net interest income is indicated in the tables below.

Net interest income analysis (as of March 31, 2004):

     Rate changes in basis points (bp) = 1/100 of 1%.

The table above indicates that the effect of an immediate 100 basis point increase in interest rates would increase the Company’s net interest income by an estimated 2.96 percent or approximately $250,000. An immediate 100 basis point decrease in rates indicates a potential reduction of net interest income by 4.78 percent or approximately $404,000.

While net interest income or “rate shock” analysis is a useful tool to assess interest rate risk, the methodology has inherent limitations. For example, certain assets and liabilities may have similar maturities or periods to repricing, but may react in different degrees to changes in market interest rates. Prepayment and early withdrawal levels could vary significantly from assumptions made in calculating the tables. In addition, the ability of borrowers to service their debt may decrease in the event of significant interest rate increases. Finally, actual results may vary as management may not adjust rates equally as general levels of interest rates rise or fall.

The Company does not use interest rate risk management products, such as interest rate swaps, hedges, or derivatives.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2004. Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to the Company (and its consolidated subsidiaries) required to be included in the periodic reports the Company is required to file and submit to the SEC under the Exchange Act.

There were no significant changes to the Company’s internal controls or in other factors that could significantly affect these internal controls subsequent to the date the Company carried out its evaluation of its internal controls. There were no significant deficiencies or material weaknesses identified in the evaluation and, therefore, no corrective actions were taken.

Forward-Looking Information Statement

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. EvergreenBancorp, Inc. (the “Company”) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. The Company’s ability to predict results or the actual

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effect of future plans or strategies is inherently uncertain. Important factors which could cause actual events to differ from the Company’s expectation include, but are not limited to: fluctuation in interest rates and loan and deposit pricing, which could reduce the Company’s net interest margins, asset valuations and expense expectations; a deterioration in the economy or business conditions, either nationally or in the Company’s market areas, that could increase credit-related losses and expenses; a national or local disaster, including acts of terrorism; challenges the Company may experience in retaining or replacing key executives or employees in an effective manner; increases in defaults by borrowers and other loan delinquencies resulting in increases in the Company’s provision for loan losses and related expenses; higher than anticipated costs related to business combinations and the integration of acquired businesses which may be more difficult or expensive than expected, or slower than expected earning assets growth which could extend anticipated breakeven periods relating to such strategic expansion; significant increases in competition; legislative or regulatory changes applicable to bank holding companies or the Company’s banking or other subsidiaries; and possible changes in tax rates, tax laws, or tax law interpretation.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Bancorp and the Bank from time to time may be parties to various legal actions arising in the normal course of business. Management believes that there is no proceeding threatened or pending against Bancorp or the Bank which, if determined adversely, would have a material adverse effect on the consolidated financial conditions or results of operations of the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a) Bancorp’s Annual Meeting of Stockholders was held on April 22, 2004 at 301 Eastlake Avenue East, Seattle, Washington. A total of 864,256 of the Company’s shares were present or represented by proxy at the meeting. This represented 72.48 percent of the Company’s outstanding votable shares.

     (b) The stockholders elected current directors, Carole J. Grisham, J. Thomas Handy and Russel E. Olson, to each serve a three year term expiring in 2007. The terms of the following directors continued after the meeting: Richard W. Baldwin, C. Don Filer, and Robert W. Howisey (each with terms expiring in 2005), and Robert J. Grossman, Gerald O. Hatler and Stan W. McNaughton (each with terms expiring in 2006).

     (c) The number of votes cast for, against or withheld, including a separate tabulation with respect to each nominee for office is presented below:

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

		Exhibit 31.1 — Certification of Chief Executive Officer Pursuant to Rule 13a-15(e)/15d-15(e)
		Exhibit 31.2 — Certification of Chief Financial Officer Pursuant to Rule 13a-15(e)/15d-15(e)
		Exhibit 32.1 — Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		Exhibit 32.2 — Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

     The following Form 8-K was filed with the SEC during the second quarter 2004:

     1. Bancorp filed a Current Report on Form 8-K with the SEC on April 29, 2004, announcing a cash dividend on its common stock. A copy of the April 29, 2004 press release issued by Bancorp was attached to that form as Exhibit 99.1.

     The following additional Forms 8-K were furnished to the SEC during the second quarter 2004:

     1. Bancorp furnished a Current Report on Form 8-K with the SEC on April 28, 2004, announcing financial results for the first quarter ended March 31, 2004. A copy of the April 27, 2004 press release was issued by Bancorp was attached to that form as Exhibit 99.1.

     2. Bancorp furnished a Current Report on Form 8-K with the SEC on May 21, 2004, furnishing copies of the president’s letter to shareholders regarding results for the quarter ended March 31, 2004. Copies of the president’s letter and unaudited consolidated statements of income and balance sheets were attached to that form as Exhibits 99.1, 99.2 and 99.3, respectively.

SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 11, 2004

EVERGREENBANCORP, INC.

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