SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-K

 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended September 30, 2002 OR
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

Commission File Number: 0-23333

 

TIMBERLAND BANCORP, INC.


(Exact name of registrant as specified in its charter)
 
                        Washington
91-1863696
(State or other jurisdiction of incorporation   (I.R.S. Employer
or organization)   I.D. Number)
     
624 Simpson Avenue, Hoquiam, Washington
98550
(Address of principal executive offices)   (Zip Code)
 
Registrant's telephone number, including area code:  

(360) 533-4747


Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:   Common Stock, par value $.01 per share      


(Title of Class)

        Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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

        Check whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):
Yes X NO

        Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained herein, and no disclosure will be contained, to the best of the Registrant's knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. X

        As of December 4, 2002, there were outstanding 4,340,976 shares of the Registrant's Common Stock, which are listed on the Nasdaq National Market System under the symbol "TSBK." Based on the average of the bid and asked prices for the Common Stock on December 4, 2002, the aggregate value of the Common Stock outstanding held by nonaffiliates of the Registrant was $78,311,207 (4,340,976 shares at $18.04 per share). For purposes of this calculation, Common Stock held by officers and directors of the Registrant and the Timberland Bank Employee Stock Ownership Plan and Trust are considered nonaffiliates.

DOCUMENTS INCORPORATED BY REFERENCE


        1. Portions of Definitive Proxy Statement for the 2003 Annual Meeting of Stockholders (Part III).

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TIMBERLAND BANCORP, INC.
2002 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS



Page


PART I.  
Item 1. Business  
General 1
Market Area 1
  Lending Activities 2
  Investment Activities 18
  Deposit Activities and Other Sources of Funds 19
Regulation of the Bank 22
  Regulation of the Company 27
  Taxation 31
  Competition 33
  Subsidiary Activities 33
  Personnel 33
  Item 2. Properties 33
  Item 3. Legal Proceedings 34
  Item 4. Submission of Matters to a Vote of Security Holders 35
PART II.  
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 35
  Item 6. Selected Financial Data 36
  Item 7. Management's Discussion and Analysis of Financial Condition and Results  
of Operations 38
  General 38
  Operating Strategy 38
  Market Risk and Asset and Liability Management 39
  Comparison of Financial Condition at September 30, 2002 and 2001 40
  Comparison of Financial Condition at September 30, 2001 and 2000 42
  Comparison of Operating Results for Years Ended September 30, 2002 and 2001 43
  Comparison of Operating Results for Years Ended September 30, 2001 and 2000 44
Nonperforming Assets 45
Average Balances, Interest and Average Yields/Cost 46
Rate/Volume Analysis 48
  Liquidity and Capital Resources 48
  Effect of Inflation and Changing Prices 49
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50
  Item 8. Financial Statements and Supplementary Data 50
  Item 9. Changes in and Disagreements with Accountants on Accounting and  
Financial Disclosure 50
PART III.  
Item 10. Directors and Executive Officers of the Registrant 50
  Item 11. Executive Compensation 50
  Item 12. Security Ownership of Certain Beneficial Owners and Management 87
  Item 13. Certain Relationships and Related Transactions 87
Item 14. Control and Procedures 87
PART IV.  
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 88

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PART I


Item 1. Business

General

        Timberland Bancorp, Inc. ("Company"), a Washington corporation, was organized on September 8, 1997 for the purpose of becoming the holding company for Timberland Savings Bank, SSB ("Bank") upon the Bank's conversion from a Washington-chartered mutual to a Washington-chartered stock savings bank ("Conversion"). The Conversion was completed on January 12, 1998 through the sale and issuance of 6,612,500 shares of common stock by the Company. At September 30, 2002, the Company had total assets of $431.1 million, total deposits of $292.3 million and total shareholders' equity of $74.4 million. The Company's business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set forth in this report, including consolidated financial statements and related data, relates primarily to the Bank and its subsidiary.

        The Bank was established in 1915 as "Southwest Washington Savings and Loan Association." In 1935, the Bank converted from a state-chartered mutual savings and loan association to a federally chartered mutual savings and loan association, and in 1972, changed its name to "Timberland Federal Savings and Loan Association." In 1990, the Bank converted to a federally chartered mutual savings bank under the name "Timberland Savings Bank, FSB." In 1991, the Bank converted to a Washington-chartered mutual savings bank and changed its name to "Timberland Savings Bank, SSB." On December 29, 2000, the Bank changed its name to "Timberland Bank." The Bank's deposits are insured by the FDIC up to applicable legal limits under the Savings Association Insurance Fund ("SAIF"). The Bank has been a member of the Federal Home Loan Bank ("FHLB") System since 1937. The Bank is regulated by the Washington Department of Financial Institutions, Division of Banks ("Division") and the FDIC.

        The Bank is a community oriented bank which has traditionally offered a variety of savings products to its retail customers while concentrating its lending activities on real estate mortgage loans. Lending activities have been focused primarily on the origination of loans secured by one- to- four family residential dwellings, including an emphasis on construction and land development loans, as well as the origination of multi-family and commercial real estate loans. The Bank actively originates adjustable rate residential mortgage loans that do not qualify for sale in the secondary market under Federal Home Loan Mortgage Corporation ("FHLMC") guidelines. The Bank also originates commercial business loans and in 1998 established a business banking division to increase the origination of these loans.

Market Area

        The Bank considers Grays Harbor, Thurston, Pierce, King and Kitsap Counties as its primary market areas. The Bank conducts operations from its main office in Hoquiam (Grays Harbor County), three branch offices in Grays Harbor County (Aberdeen, Montesano and Ocean Shores), a branch office in King County (Auburn, opened in 1994), four branch offices in Pierce County (Edgewood, opened in 1980, Puyallup, opened in 1996, Spanaway, opened in 1999, and Tacoma, opened in 2001), three branch offices in Thurston County (Lacey, opened in 1997, Yelm, opened in 1999, and Tumwater opened in 2001), and a branch office in Kitsap County (Poulsbo opened in 1999). See "Item 2. Properties."

        Hoquiam, population approximately 9,000, is located in Grays Harbor County which is situated along Washington State's central Pacific coast. Hoquiam is located approximately 110 miles southwest of Seattle and 145 miles northwest of Portland, Oregon.

        The Bank considers its primary market area to include three submarkets: primarily rural Grays Harbor County with its historical dependence on the timber and fishing industries; Pierce, Thurston and Kitsap Counties with their dependence on state and federal government; and King County with its broadly diversified economic base. Each of these markets present operating risks to the Bank. The Bank's expansion into Thurston, King and Kitsap Counties and four branch offices in Pierce County represents the Bank's strategy to diversify its primary market area to become less reliant on the economy of Grays Harbor County.

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        Grays Harbor County has a population of 67,000 according to the U.S. Census Bureau 2000 census. The economic base in Grays Harbor has been historically dependent on the timber and fishing industries. Other industries that support the economic base in Grays Harbor are tourism, agriculture, shipping and transportation, and technology.  According to the latest data available from the Washington State Employment Security Department, the unemployment rate in Grays Harbor County has decreased to 8.0% at August 31, 2002 from 8.7% at August 31, 2001.  The Bank has four branches (including its home office) located throughout the county.  Slowdowns in the Grays Harbor County economy would negatively impact the Bank's profitability in this market area.

        Pierce County is the second most populated county in the state and has a population of 701,000 according to the U.S. Census Bureau 2000 census. The economy in Pierce County is diversified with the presence of military related government employment (Fort Lewis Army Base and McChord Air Force Base), transportation and shipping employment (Port of Tacoma), and aerospace (Boeing) related employment.  According to the latest data available from the Washington State Employment Security Department, the unemployment rate for the Pierce County area increased to 7.1% at August 31, 2002 from 6.1% at August 31, 2001.  The Bank has four branches in Pierce County and these branches have been responsible for a substantial portion of the Bank's construction lending activities. Slowdowns in the county's economic base would negatively impact the Bank's ability to generate construction loans in this market area.

        Thurston County has a population of 207,000 according to the U.S. Census Bureau 2000 census. Thurston County is home of Washington State's capital (Olympia) and its economic base is largely driven by state government related employment. According to the latest data available from the Washington State Employment Security Department, the unemployment rate for the Thurston County area increased slightly to 5.2% at August 31, 2002 from 5.1% at August 31, 2001.  The Bank currently has three branches in the county and has plans to open a branch in Olympia in 2003 that will become the headquarters for the Bank's Business Banking Division. This county has a stable economic base primarily due to the state government presence.

        Kitsap County has a population of 232,000 according to the U.S. Census Bureau 2000 census. Timberland has one branch in the county in the city of Poulsbo and is in the process of building a branch in the city of Silverdale. The economic base of Kitsap County is largely supported by military related government employment through the United States Navy.  According to the latest data available from the Washington State Employment Security Department, the unemployment rate for the Kitsap County area increased slightly to 5.7% at August 31, 2002 from 5.6% at August 31, 2001.  Reductions in the naval personnel stationed in Kitsap County would have a negative impact on the county's economy and would negatively impact the Bank's lending opportunities in this market.

        King County is the most populated county in the state and has a population of 1.7 million according to the U.S. Census Bureau 2000 census. Timberland has one branch in the county in the city of Auburn. King County's economic base is diversified with many industries including shipping and transportation, aerospace (Boeing), and high-tech computer and biotech industries.  According to the latest data available from the Washington State Employment Security Department, the unemployment rate for the King County area increased to 6.2% at August 31, 2002 from 5.2% at August 31, 2001.  The county's overall economic conditions have been weakened over the past couple of years due in large part to slowing in the aerospace and computer technology industries.  Slowdowns in the economy would negatively impact construction and commercial loan demand in this market.

Lending Activities

        General. Historically, the principal lending activity of the Bank has consisted of the origination of loans secured by first mortgages on owner-occupied, one- to- four family residences and loans for the construction of one- to- four family residences. In recent years, the Bank has increased its origination of loans secured by multi-family properties, construction and land development loans, land loans and commercial real estate loans. The Bank's net loans receivable, including loans held for sale, totaled approximately $322.5 million at September 30, 2002, representing approximately 74.8% of consolidated total assets, and at that date construction and land development loans, land loans and loans secured by commercial and multi-family properties were $217.4 million, or 60.1%, of total loans.

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        The Bank's internal loan policy limits the maximum amount of loans to one borrower to 25% of its capital. At September 30, 2002, the maximum amount which the Bank could have lent to any one borrower and the borrower's related entities was approximately $16.3 million under its policy. At September 30, 2002, the Bank had no loans with an aggregate outstanding balance in excess of this amount. At that date, the Bank had 53 borrowers or related borrowers with total loans outstanding in excess of $1.0 million. The largest amount outstanding to any one borrower and the borrower's related entities was approximately $8.4 million.

        Loan Portfolio Analysis. The following table sets forth the composition of the Bank's loan portfolio by type of loan as of the dates indicated.

At September 30,
2002
2001
2000
1999
1998
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent

(Dollars in thousands)

Mortgage Loans:                    
  One- to- four family(1)(2) $113,144 31.28% $130,082 35.14% $136,825 38.85% $115,133 38.42% $ 100,921 43.48%
  Multi-family 24,135 6.67    29,412 7.95    33,604 9.54    15,945 5.32    12,432 5.36   
  Commercial 97,644 27.00    65,731 17.76    58,632 16.65    52,049 17.37    32,906 14.18   
  Construction and land                    
   development 80,144 22.16    106,244 28.71    89,903 25.52    90,621 30.24    64,172 27.65   
  Land(2) 15,453
4.27   
13,632
3.68   
12,561
3.56   
9,059
3.02   
7,749
3.34   
    Total mortgage loans 330,520 91.38    345,101 93.24    331,525 94.12    282,807 94.37    218,180 94.01   
                     
Consumer Loans:                    
  Home equity and second                    
   mortgage 13,718 3.79    11,039 2.98    9,816 2.79    7,978 2.66    8,740 3.77   
  Other 8,097
2.24   
6,825
1.85   
6,081
1.72   
4,279
1.43   
4,066
1.74   
21,815 6.03    17,864 4.83    15,897 4.51    12,257 4.09    12,806 5.51   
Commercial business loans 9,365
2.59   
7,150
1.93   
4,808
1.37   
4,611
1.54   
1,105
0.48   
    Total loans 361,700
100.00%
370,115
100.00%
352,230
100.00%
299,675
100.00%
232,091
100.00%
Less:
  Undisbursed portion of loans                    
   in process (32,324)   (39,803)   (32,831)   (37,781)   (28,886)  
  Unearned income (3,218)   (3,494)   (3,578)   (3,170)   (2,256)  
  Allowance for loan losses (3,630)   (3,050)   (2,640)   (2,056)   (1,728)  
  Market value adjustment of                    
   loans held-for-sale --
  --
  (175)
  (583)
  --
 
Total loans receivable, net $322,528
  $323,768
  $313,006
  $256,085
  $199,221
 
______________
(1)    Includes loans held-for-sale
(2)
    Includes real estate contracts totaling $1.0 million at September 30, 2002. See " - Lending Activities - Real Estate Contracts."

        Residential One- to- Four Family Lending. At September 30, 2002, $113.1 million, or 31.3%, of the Bank's loan portfolio consisted of loans secured by one- to- four family residences.

        The Bank originates both fixed-rate loans and adjustable-rate loans. Generally, 15- and 30-year fixed-rate loans are originated to meet the requirements for sale in the secondary market to the FHLMC, however, from time to time, a portion of these fixed-rate loans originated by the Bank may be retained in the Bank's loan portfolio to meet the Bank's asset/liability management objectives. The Bank uses an automated underwriting program, which preliminarily qualifies a loan as conforming to FHLMC underwriting standards when the loan is originated. At September 30, 2002, $33.6 million, or 29.7%, of the Bank's one- to- four family loan portfolio consisted of fixed rate one- to- four family mortgage loans.

        The Bank also offers adjustable rate mortgage ("ARM") loans at rates and terms competitive with market conditions. All of the Bank's ARM loans are retained in its loan portfolio and not with a view toward sale in the secondary market.

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        The Bank offers several ARM products which adjust annually after an initial period ranging from one to five years subject to a limitation on the annual increase of 2% and an overall limitation of 6%. These ARM products have utilized the weekly average yield on one year U.S. Treasury securities adjusted to a constant maturity of one year plus a margin of 3.00% to 4.00%. ARM loans held in the Bank's portfolio do not permit negative amortization of principal and carry no prepayment restrictions. Borrower demand for ARM loans versus fixed-rate mortgage loans is a function of the level of interest rates, the expectations of changes in the level of interest rates and the difference between the initial interest rates and fees charged for each type of loan. The relative amount of fixed-rate mortgage loans and ARM loans that can be originated at any time is largely determined by the demand for each in a competitive environment. At September 30, 2002, $79.5 million, or 70.3%, of the Bank's one- to- four family loan portfolio consisted of ARM loans.

       A portion of the Bank's ARM loans are "non-conforming" because they do not satisfy acreage limits, or various other requirements imposed by the FHLMC. Some of these loans are also originated to meet the needs of borrowers who cannot otherwise satisfy the FHLMC credit requirements because of personal and financial reasons (i.e., divorce, bankruptcy, length of time employed, etc.), and other aspects, which do not conform to the FHLMC's guidelines. Many of these borrowers have higher debt to income ratios, or the loans are secured by unique properties in rural markets for which there are no comparable sales of comparable properties to support value according to secondary market requirements. These loans are known as non-conforming loans and the Bank may require additional collateral or lower loan-to-value ratios prior to the origination of the loan. The Bank believes that these loans satisfy a need in its local market area. As a result, subject to market conditions, the Bank intends to continue to originate such loans.

        The retention of ARM loans in the Bank's loan portfolio helps reduce the Bank's exposure to changes in interest rates. There are, however, unquantifiable credit risks resulting from the potential of increased interest to be paid by the customer due to increases in interest rates. It is possible that, during periods of rising interest rates, the risk of default on ARM loans may increase as a result of repricing and the increased costs to the borrower. Furthermore, because the ARM loans originated by the Bank generally provide, as a marketing incentive, for initial rates of interest below the rates which would apply were the adjustment index used for pricing initially, these loans are subject to increased risks of default or delinquency. The Bank attempts to reduce the potential for delinquencies and defaults on ARM loans by qualifying the borrower based on the borrower's ability to repay the ARM loan assuming that the maximum interest rate that could be charged at the first adjustment period remains constant during the loan term. Another consideration is that although ARM loans allow the Bank to increase the sensitivity of its asset base due to changes in the interest rates, the extent of this interest sensitivity is limited by the periodic and lifetime interest rate adjustment limits. Because of these considerations, the Bank has no assurance that yields on ARM loans will be sufficient to offset increases in the Bank's cost of funds.

        While fixed-rate, single-family residential mortgage loans are normally originated with 15 to 30 year terms, such loans typically remain outstanding for substantially shorter periods. This is because borrowers often prepay their loans in full upon sale of the property pledged as security or upon refinancing the original loan. In addition, substantially all mortgage loans in the Bank's loan portfolio contain due-on-sale clauses providing that the Bank may declare the unpaid amount due and payable upon the sale of the property securing the loan. Typically, the Bank enforces these due-on-sale clauses to the extent permitted by law and as business judgment dictates. Thus, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans.

        The Bank requires fire and extended coverage casualty insurance (and loans originated since 1994, if appropriate, generally requires flood insurance) be maintained on all of its real estate secured loans. 

        The Bank's lending policies generally limit the maximum loan-to-value ratio on mortgage loans secured by owner-occupied properties to 95% of the lesser of the appraised value or the purchase price. However, the Bank usually obtains private mortgage insurance ("PMI") on the portion of the principal amount that exceeds 80% of the appraised value of the security property. The maximum loan-to-value ratio on mortgage loans secured by non-owner-occupied properties is generally 80% (90% for loans originated for sale in the secondary market to the FHLMC).

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         Construction and Land Development Lending. Prompted by unfavorable economic conditions in its primary market area in 1980, the Bank sought to establish a market niche and, as a result, began originating construction loans. In recent periods, construction lending activities have been primarily in the Pierce County, King County, Thurston County, and Kitsap County markets. Competition from other financial institutions has increased in recent periods and the Bank expects that its margins on construction loans may be reduced in the future. 

        The Bank currently originates three types of residential construction loans: (i) speculative construction loans, (ii) custom construction loans and (iii) owner/builder loans. The Bank initiated its construction lending with the origination of speculative construction loans. As a result, the Bank began to establish contacts with the building community and increased the origination of custom construction and land development loans in rural market areas. The Bank believes that its in-house computer system has enabled it to establish processing and disbursement procedures to meet the needs of these borrowers. To a lesser extent, the Bank also originates construction loans for the development of multi-family and commercial properties. Subject to market conditions, the Bank intends to continue to emphasize its residential construction lending activities. 

        At September 30, 2002, the composition of the Bank's construction and land development loan portfolio was as follows:

Outstanding Percent of
  Balance
Total
(In thousands)  
Speculative construction $27,257 34.01%
Custom and owner/builder construction 31,004 38.69   
Multi-family 4,890 6.10  
Land development 10,717 13.37     
Commercial real estate 6,276
7.83  
Total $80,144
100.00%
 

        Speculative construction loans are made to home builders and are termed "speculative" because the home builder does not have, at the time of loan origination, a signed contract with a home buyer who has a commitment for permanent financing with either the Bank or another lender for the finished home. The home buyer may be identified either during or after the construction period, with the risk that the builder will have to debt service the speculative construction loan and finance real estate taxes and other carrying costs of the completed home for a significant time after the completion of construction until the home buyer is identified. The Bank lends to approximately 55 builders located in the Bank's primary market area, each of which generally have three to six speculative loans outstanding from the Bank during a 12 month period. Rather than originating lines of credit to home builders to construct several homes at once, the Bank originates and underwrites a separate loan for each home. Speculative construction loans are originated for a term of 12 months, with rates ranging from 6.25% to 8.25%, and with a loan-to-value ratio of no more than 80% of the appraised estimated value of the completed property. During this 12 month period, the borrower is required to make monthly payments of accrued interest on the outstanding loan balance. At September 30, 2002 speculative construction loans totaled $27.3 million, or 34.0%, of the total construction loan portfolio. At September 30, 2002, the Bank had 11 borrowers each with aggregate outstanding speculative loan balances of more than $500,000. The largest aggregate outstanding balance to one borrower amounted to $3.6 million, and the largest outstanding balance for a single speculative loan was $2.9 million for a project secured by seven residential properties. At September 30, 2002, two speculative construction loans totaling $653,000 were not performing according to terms. See "-- Lending Activities -- Nonperforming Assets and Delinquencies."

        Unlike speculative construction loans, custom construction loans are made to home builders who, at the time of construction, have a signed contract with a home buyer who has a commitment for permanent financing for the finished home with the Bank or another lender. Custom construction loans are generally originated for a term of 12 months, with fixed interest rates ranging from 7.9% to 9.0% and with loan-to-value ratios of 80% of the appraised

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estimated value of the completed property or sales price, whichever is less. During this 12 month period, the borrower is required to make monthly payments of accrued interest on the outstanding loan balance.

        Owner/builder construction loans are originated to the home owner rather than the home builder as a single loan that automatically converts to a permanent loan at the completion of construction. The construction phase of a owner/builder construction loan generally lasts six to nine months with fixed interest rates ranging from 8.25% to 9.5%, and with loan-to-value ratios of 80% (or up to 95% with PMI) of the appraised estimated value of the completed property or cost, whichever is less. During this 12 month period, the borrower is required to make monthly payments of accrued interest on the outstanding loan balance. At the completion of construction, the loan converts automatically to either a fixed-rate mortgage loan, which conforms to secondary market standards, or an ARM loan for retention in the Bank's portfolio. At September 30, 2002, custom and owner/builder construction loans totaled $31.0 million, or 38.7%, of the total construction loan portfolio. At September 30, 2002, the largest outstanding custom construction loan had an outstanding balance of $650,000 and was performing according to its terms.

        The Bank originates loans to local real estate developers with whom it has established relationships for the purpose of developing residential subdivisions (i.e., installing roads, sewers, water and other utilities) (generally with ten to 50 lots). At September 30, 2002, subdivision development loans totaled $10.7 million, or 13.4% of construction and land development loans receivable. Land development loans are secured by a lien on the property and made for a period of two to five years with fixed or variable interest rates, and are made with loan-to-value ratios generally not exceeding 75%. Monthly interest payments are required during the term of the loan. Land development loans are structured so that the Bank is repaid in full upon the sale by the borrower of approximately 80% of the subdivision lots. Substantially all of the Bank's land development loans are secured by property located in its primary market area. In addition, in the case of a corporate borrower, the Bank also generally obtains personal guarantees from corporate principals and reviews their personal financial statements. At September 30, 2002, the largest land development loan had an outstanding loan balance of $1.8 million (including $882,000 of undisbursed loans in process balance), and was not performing according to its terms. See "--Lending Activities -- Nonperforming Assets and Delinquencies."

        Land development loans secured by land under development involve greater risks than one- to- four family residential mortgage loans because such loans are advanced upon the predicted future value of the developed property. If the estimate of such future value proves to be inaccurate, in the event of default and foreclosure the Bank may be confronted with a property the value of which is insufficient to assure full repayment. The Bank attempts to minimize this risk by generally limiting the maximum loan-to-value ratio on land loans to 75% of the estimated developed value of the secured property.

        The Bank also provides construction financing for multi-family and commercial properties. At September 30, 2002, such construction loans amounted to $11.2 million. These loans are secured by motels, apartment buildings, condominiums, office buildings and retail rental space located in the Bank's primary market area and currently range in amount from $250,000 to $4.2 million. At September 30, 2002, the largest outstanding commercial real estate construction loan had a balance of $3.5 million (including $2.5 million of undisbursed loans in process balance), and was performing according to terms. At September 30, 2002, the largest outstanding multi-family construction loan had a balance of $4.2 million (including $217,000 of undisbursed loans in process balance), and was performing according to terms. Periodically, the Bank purchases (without recourse to the seller other than for fraud) from other lenders participation interests in multi-family and commercial construction loans.  The Bank underwrites such participation interests according to its own standards. At September 30, 2002, the largest construction participation interest had an outstanding balance of $2.9 million, which represented a 67% interest in a construction loan secured by a multi-family property located in Clark County, Washington. At September 30, 2002, this loan was performing according to its terms.

        All construction loans must be approved by the Bank's Loan Committee or the Bank's Board of Directors. See "-- Lending Activities -- Loan Solicitation and Processing." Prior to preliminary approval of any construction loan application, an independent fee appraiser inspects the site and the Bank reviews the existing or proposed improvements, identifies the market for the proposed project and analyzes the pro forma data and assumptions on the project. In the case of a speculative or custom construction loan, the Bank reviews the experience and expertise of the builder. After preliminary approval has been given, the application is processed, which includes obtaining credit reports, financial

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statements and tax returns on the borrowers and guarantors, an independent appraisal of the project, and any other expert reports necessary to evaluate the proposed project. In the event of cost overruns, the Bank generally requires that the borrower increase the funds available for construction by depositing its own funds into a loans in process account.

        Loan disbursements during the construction period are made to the builder based on a line item budget. Periodic on-site inspections are made by qualified inspectors to document the reasonableness of the draw request. For most builders, the Bank disburses loan funds by providing vouchers to suppliers, which when used by the builder to purchase supplies are submitted by the supplier to the Bank for payment.

        The Bank regularly monitors the construction loan disbursements using an internal computer program. Property inspections are performed by qualified inspectors. The Bank believes that its internal monitoring system helps reduce many of the risks inherent in its construction lending.

        The Bank originates construction loan applications through customer referrals, contacts in the business community and occasionally real estate brokers seeking financing for their clients.

        Construction lending affords the Bank the opportunity to achieve higher interest rates and fees with shorter terms to maturity than does its single-family permanent mortgage lending. Construction lending, however, is generally considered to involve a higher degree of risk than single-family permanent mortgage lending because of the inherent difficulty in estimating both a property's value at completion of the project and the estimated cost of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. If the estimate of construction cost proves to be inaccurate, the Bank may be required to advance funds beyond the amount originally committed to permit completion of the project. If the estimate of value upon completion proves to be inaccurate, the Bank may be confronted with a project whose value is insufficient to assure full repayment. Projects may also be jeopardized by disagreements between borrowers and builders and by the failure of builders to pay subcontractors. Loans to builders to construct homes for which no purchaser has been identified carry more risk because the payoff for the loan depends on the builder's ability to sell the property prior to the time that the construction loan is due. The Bank has sought to address these risks by adhering to strict underwriting policies, disbursement procedures, and monitoring practices. In addition, because the Bank's construction lending is primarily secured by properties in its primary market area, changes in the local and state economies and real estate markets could adversely affect the Bank's construction loan portfolio.

        Real Estate Contracts. The Bank purchases real estate contracts and deeds of trust from individuals who have privately sold their homes or property. These contracts are generally secured by one- to- four family properties, building lots and undeveloped land and range in principal amount from $10,000 to $200,000, but typically are in amounts between $20,000 and $40,000. Properties securing real estate contracts purchased by the Bank are generally located within its primary market area. Prior to purchasing the real estate contract, the Bank reviews the contract and analyzes and assesses the collateral for the loan, the down payment made by the borrower and the credit history on the loan. As of September 30, 2002, the Bank had outstanding $1.0 million of real estate contracts.

        Multi-Family Lending. At September 30, 2002, the Bank had $24.1 million, or 6.7% of the Bank's total loan portfolio, secured by multi-family dwelling units (more than four units) located primarily in the Bank's primary market area. At September 30, 2002, approximately 42.7% of the Bank's multi-family loans represent participation interests in loans, secured by properties generally located in the Bank's primary market area, purchased from other lenders. Such participation interests are purchased without recourse to the seller other than for fraud. The Bank underwrites such participation interests according to its own standards.

        Multi-family loans are generally originated with variable rates of interest ranging from 3.00% to 3.50% over the one-year constant maturity U.S. Treasury Bill Index or a matched term FHLB advance, with principal and interest payments fully amortizing over terms of up to 30 years. Multi-family loans currently range in principal balance from $40,000 to $6.1 million. At September 30, 2002, the largest multi-family loan had an outstanding principal balance of $6.1 million and was secured by an apartment building located in the Bank's primary market area. At September 30, 2002, this loan was performing according to its terms.

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        The maximum loan-to-value ratio for multi-family loans is generally 75%. The Bank requires its multi-family loan borrowers to submit financial statements and rent rolls on the subject property annually. The Bank also inspects the subject property annually. The Bank generally imposes a minimum debt coverage ratio of approximately 1.10 for loans secured by multi-family properties.

        Multi-family mortgage lending affords the Bank an opportunity to receive interest at rates higher than those generally available from one- to- four family residential lending. However, loans secured by such properties usually are greater in amount, more difficult to evaluate and monitor and, therefore, involve a greater degree of risk than one- to- four family residential mortgage loans. Because payments on loans secured by multi-family properties are often dependent on the successful operation and management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks by strictly scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. If the borrower is a corporation, the Bank also generally obtains personal guarantees from corporate principals based on a review of personal financial statements.

        Commercial Real Estate Lending. Commercial real estate loans totaled $97.6 million, or 27.0% of total loans receivable at September 30, 2002, and consisted of 259 loans. The Bank originates commercial real estate loans generally at variable interest rates and secured by properties, such as restaurants, motels, office buildings and retail/wholesale facilities, located in its primary market area. The principal balance of a commercial real estate loan currently ranges between $16,000 and $5.0 million. At September 30, 2002, the largest commercial real estate loan had an outstanding principal balance of $5.0 million, and was secured by a commercial property located in Olympia, Washington. At September 30, 2002, four commercial real estate loans totaling $688,000 were not performing according to terms. See "-- Lending Activities -- Nonperforming Assets and Delinquencies."

        The Bank requires appraisals of all properties securing commercial real estate loans. Appraisals are performed by an independent appraiser designated by the Bank, all of which are reviewed by management. The Bank considers the quality and location of the real estate, the credit of the borrower, the cash flow of the project and the quality of management involved with the property. The Bank generally imposes a minimum debt coverage ratio of approximately 1.10 for originated loans secured by income producing commercial properties. Loan-to-value ratios on commercial real estate loans are generally limited to 75%. The Bank generally obtains loan guarantees from financially capable parties based on a review of personal financial statements.

        Commercial real estate lending affords the Bank an opportunity to receive interest at rates higher than those generally available from one- to- four family residential lending. However, loans secured by such properties usually are greater in amount, more difficult to evaluate and monitor and, therefore, involve a greater degree of risk than one- to- four family residential mortgage loans. Because payments on loans secured by commercial properties often depend upon the successful operation and management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks by generally limiting the maximum loan-to-value ratio to 75% and strictly scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan.

        Land Lending. The Bank originates loans for the acquisition of land upon which the purchaser can then build or make improvements necessary to build or to sell as improved lots. At September 30, 2002, land loans totaled $15.5 million, or 4.3% of the Bank's total loan portfolio. Land loans originated by the Bank are generally fixed-rate loans and have maturities of five to ten years. Land loans currently range in principal amount from $5,000 to $600,000. The largest land loan had an outstanding balance of $600,000 at September 30, 2002 and was performing according to its terms. At September 30, 2002, seven land loans totaling $251,000 were not performing according to terms. See "-- Lending Activities - Nonperforming Assets and Delinquencies."

        Loans secured by undeveloped land or improved lots involve greater risks than one- to- four family residential mortgage loans because such loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default and foreclosure the Bank may be confronted with a property the value of which is insufficient to assure

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full repayment. The Bank attempts to minimize this risk by generally limiting the maximum loan-to-value ratio on land loans to 75%.

        Consumer Lending. Consumer lending has traditionally been a small part of the Bank's business. Consumer loans generally have shorter terms to maturity and higher interest rates than mortgage loans. Consumer loans include home equity lines of credit, Title I home improvement loans, second mortgage loans, savings account loans, automobile loans, boat loans, motorcycle loans, recreational vehicle loans and unsecured loans. Consumer loans are made with both fixed and variable interest rates and with varying terms. At September 30, 2002, consumer loans amounted to $21.8 million, or 6.0% of the total loan portfolio.

        At September 30, 2002, the largest component of the consumer loan portfolio consisted of second mortgage loans and home equity lines of credit, which totaled $13.7 million, or 3.8%, of the total loan portfolio. Home equity lines of credit and second mortgage loans are made for purposes such as the improvement of residential properties, debt consolidation and education expenses, among others. The majority of these loans are made to existing customers and are secured by a first or second mortgage on residential property. The Bank occasionally solicits these loans. The loan-to-value ratio is typically 80% or less, when taking into account both the first and second mortgage loans. Second mortgage loans typically carry fixed interest rates with a fixed payment over a term between five and 20 years. Home equity lines of credit are generally for a one year term and the interest rate is tied to the 26 week Treasury Bill or the prime rate.

        In July 1997, the Bank began issuing VISA credit cards to its existing customers. At September 30, 2002, credit card loans amounted to $1.8 million. The Bank does not engage in direct mailings of pre-approved credit cards.

        Consumer loans entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans. The Bank believes that these risks are not as prevalent in the case of the Bank's consumer loan portfolio because a large percentage of the portfolio consists of second mortgage loans and home equity lines of credit that are underwritten in a manner such that they result in credit risk that is substantially similar to one- to- four family residential mortgage loans. Nevertheless, second mortgage loans and home equity lines of credit have greater credit risk than one- to- four family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which may or may not be held by the Bank. At September 30, 2002, there were $49,000 of consumer loans delinquent in excess of 90 days.

        Commercial Business Lending. Commercial business loans totaled $9.4 million, or 2.6% of total loans receivable at September 30, 2002, and consisted of 85 loans. In July 1998, the Bank established a business banking division staffed by three experienced commercial bankers to increase the Bank's origination of commercial business loans. Currently, the division is staffed by seven commercial lenders. Commercial business loans are generally secured by business equipment or other property and are made at variable rates of interest equal to a negotiated margin above the prime rate. The Bank also generally obtains personal guarantees from financially capable parties based on a review of personal financial statements.

        Commercial business lending generally involves greater risk than residential mortgage lending and involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values and liquidation of the underlying real estate collateral is viewed as the primary source of repayment in the event of borrower default. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default is often an insufficient

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source of repayment because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use, among other things. Accordingly, the repayment of a commercial business loan depends primarily on the creditworthiness of the borrower (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment.

        Loan Maturity. The following table sets forth certain information at September 30, 2002 regarding the dollar amount of loans maturing in the Bank's portfolio based on their contractual terms to maturity, but does not include scheduled payments or potential prepayments. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less.

After After  
One Year 3 Years 5 Years  
Within Through Through Through After  
One Year
3 Years
5 Years
10 Years
10 Years
Total
 

(In thousands)

 
Mortgage loans:  
  One- to- four family $     677 $ 1,090 $ 1,200 $ 6,131 $104,046 $113,144
  Multi-family -- 1,398 1,574 17,309 3,854 24,135
  Commercial 1,643 6,359 2,797 53,451 33,394 97,644
  Construction and land  
   development(1) 38,824 6,573 77 689 33,981 80,144
  Land 1,903 4,421 8,596 331 202 15,453
Consumer loans:  
  Home equity and second mortgage 3,139 442 1,149 2,005 6,983 13,718
  Other 1,772 1,423 2,357 800 1,745 8,097
Commercial business loans 5,019
356
1,999
1,448
543
9,365
    Total $52,977
$22,062
$19,749
$82,164
$184,748
$361,700
Less:  
  Undisbursed portion of loans  
   in process   (32,324)
  Unearned income   (3,218)
  Allowance for loan losses   (3,630)
    Loans receivable, net   $322,528
____________________
(1)    Includes construction/permanent that convert to a permanent mortgage loan once construction is completed.

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        The following table sets forth the dollar amount of all loans due after September 30, 2002, which have fixed interest rates and have floating or adjustable interest rates.

Fixed Floating or  
Rates
Adjustable Rates
Total
(In thousands)  
Mortgage loans:  
One- to- for family $ 33,617 $ 79,527 $113,144
  Multi-family 4,765 19,370 24,135
  Commercial 15,643 82,001 97,644
  Construction and land development 68,281 11,863 80,144
  Land 15,453 -- 15,453
Consumer loans:  
  Home equity and second mortgage 10,357 3,361 13,718
  Other 7,992 105 8,097
Commercial business loans 2,070
7,295
9,365
    Total $158,178
$203,522
$361,700

        Scheduled contractual principal repayments of loans do not reflect the actual life of such assets. The average life of loans is substantially less than their contractual terms because of prepayments. In addition, due-on-sale clauses on loans generally give the Bank the right to declare loans immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage and the loan is not repaid. The average life of mortgage loans tends to increase, however, when current mortgage loan market rates are substantially higher than rates on existing mortgage loans and, conversely, decrease when rates on existing mortgage loans are substantially higher than current mortgage loan market rates.

        Loan Solicitation and Processing. Loan originations are obtained from a variety of sources, including walk-in customers, and referrals from builders and realtors. Upon receipt of a loan application from a prospective borrower, a credit report and other data are obtained to verify specific information relating to the loan applicant's employment, income and credit standing. An appraisal of the real estate offered as collateral generally is undertaken by an appraiser retained by the Bank and certified by the State of Washington.

        Mortgage loan applications are initiated by loan officers and are required to be approved by the Bank's Loan Committee, which consists of the Bank's President, Executive Vice President and two other senior management officers. Certain consumer loans up to and including $25,000 may be approved by individual loan officers and the Bank's consumer lending department manager may approve loans up to and including $50,000. All other loans (except commercial business loans) up to and including $500,000 may be approved by any two members of the Bank's Loan Committee. Commercial business loans up to and including $250,000 may also be approved by the Bank's Business Banking Division manager. Loans in excess of $500,000, as well as loans of any size granted to a single borrower whose aggregate lending relationship exceeds $500,000, and commercial business loans in excess of $250,000, must be approved by the Bank's Board of Directors.

        Loan Originations, Purchases and Sales. During the years ended September 30, 2002 and 2001, the Bank's total gross loan originations were $203.6 million and $156.0 million, respectively. Periodically, the Bank purchases participation interests in construction and land development loans and multi-family loans, secured by properties located in the Bank's primary market area, from other lenders. Such purchases are underwritten to the Bank's underwriting guidelines and are without recourse to the seller other than for fraud. See "-- Lending Activities -- Construction and Land Development Lending" and "-- Lending Activities -- Multi-Family Lending."

        Consistent with its asset/liability management strategy, the Bank's policy has been to retain in its portfolio all of the ARM loans and generally originates fixed rate loans with a view toward sale in the secondary market to the FHLMC; however, from time to time, a portion of fixed-rate loans may be retained in the Bank's portfolio to meet its

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asset-liability objectives. Loans sold in the secondary market are generally sold on a servicing retained basis. At September 30, 2002, the Bank's loan servicing portfolio totaled $140.4 million.

 

        The following table shows total loans originated, purchased, sold and repaid during the periods indicated.

Year Ended September 30,
2002
2001
2000
Loans originated:  
 Mortgage loans:  
  One- to- four family $    83,121 $ 47,534 $ 34,240
  Multi-family 177 1,014 7,124
  Commercial 40,478 9,400 8,855
  Construction and land development 52,596 80,131 69,638
  Land 7,224 5,749 6,279
 Consumer 13,582 7,831 8,601
 Commercial business loans 6,418
4,390
1,497
     Total loans originated 203,596 156,049 136,234
 
Loans purchased:  
 Mortgage loans:  
  One- to- four family 106 188 60
  Multi-family -- -- 6,16
  Commercial -- -- 2,745
  Construction 6,360 1,063 --
  Land 600 51 --
 Commercial business loans 31
--
--
     Total loans purchased 7,097
1,302
8,968
         Total loans originated and purchased 210,693 157,351 145,202
 
Loans sold or converted to securities:  
    Total whole loans sold (70,167) (27,597) (11,800)
     Participation loans -- (3,868) --
     Loans converted to securities (12,227)
(11,926)
--
     Total loans sold or converted to securities (82,394) (43,391) (11,800)
 
Loan principal repayments (136,714) (96,075) (80,847)
Decrease (increase) in other items, net 7,175
(7,123)
4,366
Net increase (decrease) in loans receivable, net $ (1,240)
$ 10,762
$ 56,921

        Loan Origination Fees. The Bank, in some instances, receives loan origination fees. Loan fees are a percentage of the principal amount of the loan which are charged to the borrower for funding the loan. The amount of fees charged by the Bank is generally 1.0% to 2.0%. Current accounting standards require fees received and certain loan origination costs for originating loans to be deferred and amortized into interest income over the contractual life of the loan. Net deferred fees or costs associated with loans that are prepaid are recognized as income at the time of prepayment. Deferred origination loan fees totaled $3.2 million at September 30, 2002.

        Nonperforming Assets and Delinquencies. The Bank assesses late fees or penalty charges on delinquent loans of approximately 5% of the monthly loan payment amount. Substantially all fixed-rate and ARM loan payments are due on the first day of the month; however, the borrower is given a 15 day grace period to make the loan payment. When a mortgage loan borrower fails to make a required payment when due, the Bank institutes collection procedures. A notice is mailed to the borrower 16 days after the date the payment is due. Attempts to contact the borrower by telephone

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generally begin on or before the 30th day of delinquency. If a satisfactory response is not obtained, continuous follow-up contacts are attempted until the loan has been brought current. Before the 90th day of delinquency, attempts to interview the borrower, preferably in person, are made to establish (i) the cause of the delinquency, (ii) whether the cause is temporary, (iii) the attitude of the borrower toward the debt, and (iv) a mutually satisfactory arrangement for curing the default.

        If the borrower is chronically delinquent and all reasonable means of obtaining payment on time have been exhausted, foreclosure is initiated according to the terms of the security instrument and applicable law. Interest income on loans is reduced by the full amount of accrued and uncollected interest.

        When a consumer loan borrower or commercial business borrower fails to make a required payment on a loan by the payment due date, the Bank institutes similar collection procedures as for its mortgage loan borrowers.

        The Bank's Board of Directors is informed monthly as to the status of all loans that are delinquent by more than 30 days, the status on all loans currently in foreclosure, and the status of all foreclosed and repossessed property owned by the Bank.

        The following table sets forth information with respect to the Bank's nonperforming assets at the dates indicated.

  At September 30,
2002
2001
2000
1999
1998
(Dollars in thousands)
Loans accounted for on a nonaccrual basis:  
Mortgage loans:  
  One- to- four family $1,138 $ 863 $1,203 $ 941 $ 996
  Commercial 688 2,091 551 1,675 2,919
  Construction and land development 1,571 491 1,267 390 --
  Land 251 610 233 253 397
Consumer loans 49 26 273 330 17
Commercial business loans 44
10
85
--
81
     Total 3,741 4,091 3,612 3,589 4,410
 
Accruing loans which are contractually past due 90 days or more:
 Mortgage loans:
  Construction and land development --
--
--
449
396
     Total --
--
--
449
396
Total of nonaccrual and 90 days past due loans 3,741 4,091 3,612 4,038 4,806
 
Real estate owned and other repossessed assets 680
1,006
1,966
867
1,724
     Total nonperforming assets 4,421
5,097
5,578
4,905
6,530
 
Restructured loans -- -- -- 509 236
 
Nonaccrual and 90 days or more past due
 loans as a percentage of loans receivable, net 1.15% 1.25% 1.14% 1.56% 2.39%
 
Nonaccrual and 90 days or more past due
 loans as a percentage of total assets 0.87% 1.06% 0.98% 1.31% 1.81%
 
Nonperforming assets as a percentage of total assets 1.03% 1.32% 1.52% 1.60% 2.46%
 
Loans receivable, net(1) $326,158
$326,818
$315,646
$258,141
$200,949
Total assets $431,054
$386,305
$368,080
$307,116
$265,709
_______________
(1)     Includes loans held-for-sale and is before the allowance for loan losses.

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        Additional interest income which would have been recorded for the year ended September 30, 2002 had nonaccruing loans been current in accordance with their original terms amounted to approximately $253,000. No interest income was recorded on nonaccrual loans for the year ended September 30, 2002.

        Real Estate Owned. Real estate acquired by the Bank as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until sold. When property is acquired it is recorded at the lower of its cost, which is the unpaid principal balance of the related loan plus foreclosure costs, or fair market value. Subsequent to foreclosure, the property is carried at the lower of the foreclosed amount or fair value, less estimated selling costs. At September 30, 2002, the Bank had $680,000 in real estate owned consisting primarily of six one- to- four family properties, and five land parcels.

        Restructured Loans. Under accounting principles generally accepted in the United States of America, the Bank is required to account for certain loan modifications or restructuring as a "troubled debt restructuring." In general, the modification or restructuring of a debt constitutes a troubled debt restructuring if the Bank for economic or legal reasons related to the borrower's financial difficulties grants a concession to the borrowers that the Bank would not otherwise consider. Debt restructuring or loan modifications for a borrower does not necessarily always constitute troubled debt restructuring, however, and troubled debt restructuring do not necessarily result in non-accrual loans. The Bank had no restructured loans at September 30, 2002.

        Asset Classification. Applicable regulations require that each insured institution review and classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, regulatory examiners have authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified as loss is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. When an insured institution classifies problem assets as either substandard or doubtful, it is required to establish general allowances for loan losses in an amount deemed prudent by management. These allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities and the risks associated with particular problem assets. When an insured institution classifies problem assets as loss, it charges off the balance of the asset against the allowance for loan losses. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated as special mention. The Bank's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the FDIC and the Division which can order the establishment of additional loss allowances.

        The aggregate amounts of the Bank's classified assets (as determined by the Bank), and of the Bank's allowances for loan losses at the dates indicated, were as follows:

At September 30,
2002
2001
2000
(In thousands)
 
Loss $        -- $        -- $        --
Doubtful 3 5 206
Substandard(1) 7,965 9,528 7,016
Special mention(1) 12,588 5,820 1,764
 
Allowance for loan losses 3,630 3,050 2,640
_____________
(1) For further information concerning the increase in classified assets, see "-- Lending Activities -- Nonperforming Assets and Delinquencies."

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        The Bank's classified assets increased by $5.2 million at September 30, 2002, primarily as a result of a $6.8 million increase in loans classified as special mention and a