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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Commission File No. 000-32915

EVERGREENBANCORP, INC.

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.

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

     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 May 13, 2003: 1,077,199 shares
No Preferred Stock were issued or outstanding.

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PART I
FINANCIAL INFORMATION

PART II
OTHER INFORMATION

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Part I — Financial Information
Item 1 — Unaudited Consolidated Financial Statements

EVERGREENBANCORP, INC.

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.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three months ended March 31, 2003, and 2002 (in thousands, except share and per share data):

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.

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 subsidiaries (collectively referred to as the “Company”). As of March 31, 2003, 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. 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 month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For additional information, refer to the financial statements and footnotes for the year ended December 31, 2002, 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 20, 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.

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Principles of consolidation and use of estimates:    The accompanying condensed 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 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 loan losses on loans, the carrying values of securities, and deferred tax assets.

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.

Note 2: – Stock dividend

On July 8th, 2002, the Company effected a 15% stock dividend. All references to number of shares issued, 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, 2002.

Note 3: – Stock options

During the first quarter of 2003, a total of 30,500 stock options were granted at an exercise price of $16.30. In addition, during the first quarter of 2003, there were 1,164 options exercised. The total stock options outstanding were 119,858 at March 31, 2003 with exercise prices ranging between $12.54 and $16.30 and expiration dates between October 22, 2003 and March 25, 2013.

Note 4: Investments

Investment securities available for sale include $8,657,000 in mortgage backed securities at March 31, 2003. This investment by the Bank in mortgage backed securities qualifies as collateral for advances from the Federal Home Loan Bank of Seattle. Investment securities available for sale also include the AMF Adjustable Rate Mortgage Fund with a fair value of $15,436,000 at March 31, 2003.

Note 5 : Junior subordinated debt (trust preferred securities)

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

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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 (LIBOR) 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 1 capital for regulatory purposes.

Note 6: 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.