Heritage Financial (HFWA) 10-Q 2003 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-29480

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Washington	91-1857900
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
201 Fifth Avenue SW, Olympia, WA	98501
(Address of principal executive office)	(ZIP Code)

(360) 943-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former

fiscal year, if changed since last report)

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

As of October 15, 2003 there were 6,342,028 common shares outstanding, with no par value, of the registrant.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

HERITAGE FINANCIAL CORPORATION

FORM 10-Q

INDEX

			Page
PART I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
		Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2003 and 2002	3
		Condensed Consolidated Statements of Financial Condition as of September 30, 2003 and December 31, 2002	4
		Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2003 and Comprehensive Income for the Three and Nine Months Ended September 30, 2003 and 2002	5
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002	6
		Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		18
PART II.	Other Information
Item 4.	Submission of Matters to a Vote of Security Holders		19
Item 6.	Exhibits and Reports on Form 8-K		19
	Signatures		20
	Certifications

Page 2

HERITAGE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except for per share data)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
INTEREST INCOME:
Loans	$	8,872	$	9,394	$	26,254	$	28,628
Investment securities and FHLB dividends		377		530		1,366		1,574
Interest bearing deposits and fed funds sold		26		83		154		330
Total interest income		9,275		10,007		27,774		30,533
INTEREST EXPENSE:
Deposits		1,713		2,382		5,550		7,865
Borrowed funds		33		16		94		86
Total interest expense		1,746		2,398		5,644		7,951
Net interest income		7,529		7,609		22,130		22,582
Provision for loan losses		150		495		975		1,340
Net interest income after provision for loan losses		7,379		7,114		21,155		21,242
NONINTEREST INCOME:
Gains on sales of loans		634		346		1,690		881
OREO income		1		—		1		26
Service charges on deposits		613		594		1,825		1,720
Rental income		68		66		200		197
Merchant visa income		444		311		1,161		903
Other income		169		235		779		701
Total noninterest income		1,929		1,552		5,656		4,428
NONINTEREST EXPENSE:
Salaries and employee benefits		2,961		2,614		8,711		7,786
Building occupancy		987		834		2,775		2,583
Data processing		281		264		901		793
Marketing		95		83		281		323
Office supplies and printing		87		92		285		307
Merchant visa		367		257		951		732
Other		829		800		2,671		2,553
Total noninterest expense		5,607		4,944		16,575		15,077
Income before federal income taxes		3,701		3,722		10,236		10,593
Federal income taxes		1,288		1,262		3,556		3,582
Net income	$	2,413	$	2,460	$	6,680	$	7,011
Earnings per share:
Basic	$	0.38	$	0.35	$	1.02	$	0.96
Diluted	$	0.37	$	0.34	$	0.98	$	0.93
Dividends declared per share:	$	0.145	$	0.125	$	0.420	$	0.360

See Notes to Condensed Consolidated Financial Statements.

Page 3

HERITAGE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars in thousands)

(Unaudited)

	September 30, 2003			December 31, 2002
Assets
Cash on hand and in banks	$	18,551		$	18,801
Interest earning deposits		7,748			19,192
Federal funds sold		6,550			7,950
Investment securities available for sale		49,457			48,177
Investment securities held to maturity		2,471			2,821
Loans held for sale		3,550			8,113
Loans receivable		503,745			462,151
Less: Allowance for loan losses		(7,729	)		(6,874	)
Loans receivable, net		496,016			455,277
Other real estate owned		523			653
Premises and equipment, net		17,818			18,029
Federal Home Loan Bank and Federal Reserve stock, at cost		2,937			2,854
Accrued interest receivable		2,680			2,880
Prepaid expenses and other assets		3,653			3,200
Goodwill		6,640			6,640
Total assets	$	618,594		$	594,587
Liabilities and Stockholders’ Equity
Deposits	$	524,655		$	517,116
Advances from Federal Home Loan Bank		24,370			—
Accrued expenses and other liabilities		5,121			4,746
Deferred federal income taxes		214			328
Total liabilities		554,360			522,190
Stockholders’ equity:
Common stock, no par value per share, 15,000,000 shares authorized; 6,341,490 and 6,809,373 shares outstanding at September 30, 2003 and December 31, 2002, respectively		21,725			33,587
Unearned compensation - ESOP and other		(1,132	)		(1,208	)
Retained earnings, substantially restricted		43,575			39,672
Accumulated other comprehensive income		66			346
Total stockholders’ equity		64,234			72,397
Commitments and contingencies		—			—
Total liabilities and stockholders’ equity	$	618,594		$	594,587

See Notes to Condensed Consolidated Financial Statements.

Page 4

HERITAGE FINANCIAL CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED

SEPTEMBER 30, 2003 AND COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS

ENDED SEPTEMBER 30, 2003 and 2002

(In Thousands)

(Unaudited)

	Number of common shares		Common stock			Unearned Compensation- ESOP and other			Retained earnings			Accumulated other comprehensive income			Total stockholders’ equity
Balance at December 31, 2002	6,809		$	33,587		$	(1,208	)	$	39,672		$	346		$	72,397
Earned ESOP shares, incentive stock options and restricted stock awards	7			138			76			—			—			214
Stock repurchase	(616	)		(13,055	)		—			—			—			(13,055	)
Exercise of stock options	141			1,055			—			—			—			1,055
Net income	—			—			—			6,680			—			6,680
Increase in unrealized gain on securities available for sale, net of tax	—			—			—			—			(280	)		(280	)
Cash dividends declared	—			—			—			(2,777	)		—			(2,777	)
Balance at September 30, 2003	6,341		$	21,725		$	(1,132	)	$	43,575		$	66		$	64,234

	Three months ended September 30,					Nine months ended September 30,
Comprehensive Income	2003			2002		2003			2002
Net income	$	2,413		$	2,460	$	6,680		$	7,011
Change in unrealized gain (loss) on securities available for sale, net of tax of $(149), $65, $(144) and $158		(288	)		125		(280	)		306
Comprehensive income	$	2,125		$	2,585	$	6,400		$	7,317

See Notes to Condensed Consolidated Financial Statements.

Page 5

HERITAGE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2003 and 2002

(Dollars in thousands)

(Unaudited)

	2003			2002
Cash flows from operating activities:
Net income	$	6,680		$	7,011
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization		1,364			1,338
Deferred loan fees, net of amortization		92			(54	)
Provision for loan losses		975			1,340
Federal Home Loan Bank stock dividends and Federal Reserve Stock		(99	)		(131	)
Net change in accrued interest receivable, prepaid expenses and other assets, accrued expenses and other liabilities		325			(1,930	)
Recognition of compensation related to ESOP shares, incentive stock options and restricted stock awards		214			178
(Gain) loss on sale of premises and equipment		3			(9	)
Gain on sale of other investments		—			(8	)
Gain on sale of other real estate owned		(1	)		(26	)
Net (increase) decrease in loans held for sale		4,563			(931	)
Proceeds from Federal Home Loan Bank stock		16			233
Net cash provided by operating activities		14,132			7,011
Cash flows from investing activities:
Loans originated, net of principal payments		(42,286	)		16,616
Proceeds from other real estate owned		611			1,126
Proceeds from maturities/calls of investment securities available for sale		47,844			26,950
Proceeds from maturities/calls of investment securities held to maturity		350			514
Purchase of investment securities available for sale		(49,518	)		(36,342	)
Purchase of premises and equipment		(1,169	)		(510	)
Proceeds from sale of other investments		—			8
Proceeds from sale of premises and equipment		13			21
Net cash provided by (used in) investing activities		(44,155	)		8,383
Cash flows from financing activities:
Net increase (decrease) in deposits		7,539			(12,345	)
Net increase (decrease) in borrowed funds		24,370			(3,000	)
Net decrease in advance payment by borrowers for taxes and insurance		(41	)		(34	)
Cash dividends paid		(2,804	)		(2,630	)
Proceeds from exercise of stock options		920			372
Stock repurchased		(13,055	)		(10,557	)
Net cash used in financing activities		16,929			(28,194	)
Net increase (decrease) in cash and cash equivalents		(13,094	)		(12,800	)
Cash and cash equivalents at beginning of period		45,943			50,776
Cash and cash equivalents at end of period	$	32,849		$	37,976
Supplemental disclosures of cash flow information:
Cash payments for:
Interest expense	$	5,758		$	8,025
Federal income taxes		3,753			3,893
Supplemental disclosures of cash flow information:
Net charge offs		120			282
Loans transferred to other real estate owned		480			504
Nonqualified stock options		135			46

See Notes to Condensed Consolidated Financial Statements.

Page 6

HERITAGE FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Nine Months Ended September 30, 2003 and 2002

(Unaudited)

NOTE 1. Description of Business and Basis of Presentation

(a.) Description of Business

Heritage Financial Corporation is a bank holding company that was incorporated in the State of Washington in August 1997. We were organized for the purpose of acquiring all of the capital stock of Heritage Savings Bank upon our reorganization from a mutual holding company form of organization to a stock holding company form of organization.

We are primarily engaged in the business of planning, directing, and coordinating the business activities of our wholly owned subsidiaries: Heritage Savings Bank and Central Valley Bank, N.A. Heritage Savings Bank is a Washington state-chartered savings bank whose deposits are insured by the Federal Deposit Insurance Corporation (FDIC) under the Savings Association Insurance Fund (SAIF). Heritage Savings Bank conducts business from its main office in Olympia, Washington and its eleven branch offices located in Thurston, Pierce, and Mason Counties. Central Valley Bank, N.A. is a national bank whose deposits are insured by the FDIC under the Bank Insurance Fund (BIF). Central Valley Bank, N.A. conducts business from its main office in Toppenish, Washington and its five branch offices located in Yakima and Kittitas Counties.

Our business consists primarily of lending and deposit relationships with small businesses and their owners in our market area, attracting deposits from the general public and originating for sale or investment purposes first mortgage loans on residential properties located in western and central Washington. We also make residential construction loans, income property loans, and consumer loans.

(b.) Basis of Presentation

The accompanying consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These consolidated financial statements should be read with our December 31, 2002 audited consolidated financial statements and its accompanying notes included in our Annual Report on Form 10-K. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates.

Page 7

(c). Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46,Consolidation of Variable Interest Entities, addressing consolidation by business enterprises of certain variable interest entities. Under the provisions of Interpretation No. 46, an enterprise must consolidate a variable interest entity if that enterprise will absorb a majority of the entity’s expected losses or receive a majority of the entity’s residual returns, or both, regardless of the enterprise’s direct or indirect ability to make decisions about the entity’s activities through voting or similar rights. Interpretation No. 46 applies immediately to interests in variable interest entities created or acquired after January 31, 2003 and to the first fiscal year or interim period beginning after June 15, 2003 for interests in variable interest entities acquired before February 1, 2003. Application of this Interpretation did not have a material effect on our financial statements.

In April 2003, the FASB issued Financial Accounting Standard (FAS) No. 149,Amendment of Statement 133 on Derivative instruments and Hedging Activities. The provisions of this Statement are effective for contracts entered into or modified after June 20, 2003 and hedging relationships designated after June 30, 2003. Except for the provisions related to FAS Statement No. 133,Accounting for Derivative Instruments and Hedging Activities, all provisions of this Statement should be applied prospectively. The provisions of the Statement related to Statement 133 Implementation Issues that have been effective for fiscal quarters that begin prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. Application of this Interpretation did not have a material effect on our financial statements.

In May 2003, the FASB issued FAS No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The provisions of this Statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before May 15, 2003 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. Application of this Interpretation did not have a material effect on our financial statements.

Page 8

NOTE 2. Stockholders’ Equity

(a.) Earnings per Share

The following table illustrates the reconciliation of weighted average shares used for earnings per share for the noted periods.

	Three months ended September 30,				Nine months ended September 30,
	2003		2002		2003		2002
Basic:
Weighted average shares outstanding	6,369,603		7,144,155		6,605,238		7,357,844
Less: Weighted average unvested restricted stock awards	(36,495	)	(35,000	)	(35,779	)	(28,718	)
Basic weighted average shares outstanding	6,333,108		7,109,155		6,569,459		7,329,126
Diluted:
Basic weighted average shares outstanding	6,333,108		7,109,155		6,569,459		7,329,126
Incremental shares from unexercised stock options and unvested restricted stock awards	236,052		235,111		243,473		202,407
Weighted average shares outstanding	6,569,160		7,344,266		6,812,932		7,531,533

As of September 30, 2003 and 2002, there were no anti-dilutive shares outstanding related to options to acquire common stock.

(b.) Cash Dividend Declared

On September 24, 2003, we announced a quarterly cash dividend of 14.5 cents per share payable on October 27, 2003 to stockholders of record on October 15, 2003.

Page 9

NOTE 3. Stock Based Compensation

The Company measures its employee stock-based compensation arrangements using the provisions outlined in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, which is an intrinsic value-based method of recognizing compensation costs. The Company has adopted the disclosure-only provisions of FAS No. 123, Accounting for Stock-Based Compensation. As most of the Company’s stock options have no intrinsic value at grant date, compensation cost generally has not been recognized for its stock option plan activity. However, compensation expense was recognized during 2002 and 2003 resulting from restricted stock awards and certain incentive stock options. If the Company had elected to recognize compensation cost on the fair value at the grant dates for awards under its plans, consistent with the method prescribed by FAS No. 123, net income and earnings per share would have been changed to the pro forma amounts for the following periods:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Net Income:
As Reported	$	2,413		$	2,460		$	6,680		$	7,011
Plus Compensation costs recognized under APB No. 25, net of taxes		22			27			44			69
Less FAS No. 123 compensation costs, net of taxes		(58	)		(46	)		(151	)		(133	)
Pro Forma	$	2,377		$	2,441		$	6,573		$	6,947
Basic earnings per share:
As Reported	$	0.38		$	0.35		$	1.02		$	0.96
Plus Compensation costs recognized under APB No. 25, net of taxes		—			—			0.01			0.01
Less FAS No. 123 compensation costs, net of taxes		(0.01	)		(0.01	)		(0.02	)		(0.02	)
Pro Forma	$	0.37		$	0.34		$	1.01		$	0.95
Diluted earnings per share:
As Reported	$	0.37		$	0.34		$	0.98		$	0.93
Plus Compensation costs recognized under APB No. 25, net of taxes		—			—			0.01			0.01
Less FAS No. 123 compensation costs, net of taxes		(0.01	)		(0.01	)		(0.02	)		(0.02	)
Pro Forma	$	0.36		$	0.33		$	0.97		$	0.92

The compensation expense included in the pro forma net income is not likely to be representative of the effect on reported net income for future years because options vest over several years and additional awards generally are made each year.

The fair value of options granted during the nine months ended September 30, 2003 and 2002 is estimated on the date of grant using the Black-Scholes options pricing model. There were no options granted during the three months ended September 30, 2003 and 2002. The following assumptions were used to calculate the fair value of the options granted:

Grant period ended	Weighted Average Risk Free Interest Rate		Expected Life in years	Expected Volatility		Expected Dividend Yield		Weighted Average Fair Value
September 30, 2003	3.52	%	6.00	24	%	3.88	%	3.74
September 30, 2002	4.69	%	6.00	24	%	6.10	%	1.71

Page 10

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion is intended to assist in understanding the financial condition and results of the Company. The information contained in this section should be read with the unaudited condensed consolidated financial statements and its accompanying notes, and the December 31, 2002 audited consolidated financial statements and its accompanying notes included in our recent Annual Report on Form 10-K.

Statements concerning future performance, developments or events, expectations for growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements and are subject to a number of risks and uncertainties, which might cause actual results to differ materially from stated expectations. Specific factors include, but are not limited to, the effect of interest rate changes, risks associated with acquisition of other banks and opening new branches, the ability to control costs and expenses, and general economic conditions. Additional information on these and other factors, which could affect our financial results, are included in our filings with the Securities and Exchange Commission.

Overview

In 1994, we began implementation of a growth strategy, which was intended to broaden our products and services from traditional thrift products and services to those more closely related to commercial banking. That strategy entails (1) geographic and product expansion, (2) loan portfolio diversification, (3) development of relationship banking, and (4) maintenance of asset quality. Effective January 8, 1998, we closed our second step conversion and stock offering, which resulted in $63 million in net proceeds. Thereafter, our common stock began to trade on the NASDAQ National Market under the symbol “HFWA”.

Financial Condition Data

Total assets increased $24.0 million (4.0%) to $618.6 million as of September 30, 2003 from the December 31, 2002 balance of $594.6 million. Deposits increased $7.5 million (1.5%) to $524.6 million as of September 30, 2003 from the December 31, 2002 balance of $517.1 million. For the same period, net loans, which include loans held for sale but are net of the allowance for loan losses, increased $36.2 million (7.8%) to $499.6 million as of September 30, 2003 from the December 31, 2002 balance of $463.4 million. Commercial loans increased by $26.9 million to $270.8 million as of September 30, 2003 from the December 31, 2002 balance of $243.9 million. Commercial loans continue to be the largest segment of loans at 53.4% and 51.9% as a percentage of total loans as of September 30, 2003 and December 31, 2002, respectively.

The Company’s stock repurchase program continues to contribute to earnings per share. As of September 30, 2003, we have repurchased a total of 5,019,683 shares, or 46.2% of the total outstanding at March 1999, at an average price of $11.70 per share. During the quarter ended September 30, 2003, we repurchased 92,743 shares at an average price of $21.48. We began our current 10% repurchase program in mid-March 2003 with the goal to repurchase approximately 660,000 shares over a period of eighteen months. Through September 30, 2003, we purchased 417,392 shares under the current program at an average price of $22.01. We remain committed to repurchasing shares as long as equity ratios remain strong and the purchases are accretive to earnings per share.

Page 11

Earnings Summary

Net income for the three months ended September 30, 2003 was $0.37 per diluted share compared to $0.34 per diluted share for the same period last year. Actual earnings for the three months ended September 30, 2003 were $2,413,000 compared to $2,460,000 for the same period in 2002, a decrease of 1.9%. Net income for the nine months ended September 30, 2003 was $0.98 per diluted share compared to $0.93 per diluted share for the same period last year. Actual earnings for the nine months ended September 30, 2003 were $6,680,000 compared to $7,011,000 for the same period in 2002, a decrease of 4.7%. The difference in performance on a per share basis versus actual dollar basis is the result of our ongoing stock repurchase program that continues to be accretive to earnings per share.

Return on average equity for the quarter ended September 30, 2003 improved to 14.78% from 12.86% for the same period last year. Average equity declined by $11.2 million to $65.3 million for the three months ended September 30, 2003 versus $76.5 million for the same period last year while net income decreased by $47,000. For the nine months ended September 30, 2003, return on average equity increased to 12.82% from 11.86% for the nine months ended September 30, 2002. For the nine months ended September 30, 2003, average equity decreased by $9.1 million to $69.5 million and net income decreased by $331,000.

Net Interest Income

Net interest income before provision for loan losses for the three months ended September 30, 2003 decreased 1.1% to $7,529,000 from $7,609,000 for the same quarter in 2002. Net interest income before provision for loan losses for the nine months ended September 30, 2003 decreased 2.0% to $22,130,000 from $22,582,000 for the same period in 2002. The net interest margin (net interest income divided by average interest earning assets) decreased to 5.46% for the current quarter from 5.68% for the same quarter last year. The net interest margin decreased to 5.42% for the nine months ended September 30, 2003 from 5.52% for the same period in 2002.

We have been able to maintain our favorable margin primarily by reducing the levels of our more expensive deposits and increasing the levels of our noninterest bearing deposits. Noninterest bearing deposits averaged $65.2 million for the quarter ended September 30, 2003 versus $55.7 million for the quarter ended September 30, 2002, an increase of 17.1%. Noninterest bearing deposits averaged $62.0 million for the nine months ended September 30, 2003 versus $53.7 million for the nine months ended September 30, 2002, an increase of 15.5%. However, low interest rates continue to cause declining loan yields with very little room to reduce an already low cost of funds. If this low rate climate persists, management expects that the net interest margin will be difficult to maintain at the current favorable levels.

Interest income declined $732,000 or 7.3% for the three months ended September 30, 2003 as compared to the third quarter last year and interest expense declined $652,000 or 27.2% during this same period. Interest income for the nine months ended September 30, 2003 declined $2.8 million or 9.0% as compared to the same period last year and interest expense declined $2.3 million or 29.0% during this same period. Loans averaged $474.8 million with an average yield of 7.37% for the nine months ended September 30, 2003 compared to average loans of $475.6 million with an average yield of 8.03% for the same period in 2002. Certificates of deposit averaged $201.9 million with an average cost of 2.46% for the nine months ended September 30, 2003 compared to $226.8 million with an average cost of 3.15% for the same period in 2002.

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Provision for Loan Losses

The provision for loan losses was $150,000 for the three months ended September 30, 2003, down from $495,000 for the third quarter of 2002. The provision for loan losses declined to $975,000 for the nine months ended September 30, 2003 from $1,340,000 for the same period in 2002. We believe that the 2002 provisions were necessary to ensure that we maintained our allowance for loan losses at an adequate level given the increased risk in our portfolio that resulted from weak economic conditions. However, during the second quarter of 2003 one of our largest non-accruing loans was re-paid and the anticipated loss on this credit was not realized.

Noninterest Income

Noninterest income increased 24.3% to $1,929,000 for the three months ended September 30, 2003 compared with $1,552,000 for the same quarter in 2002. Noninterest income increased 27.7% to $5,656,000 for the nine months ended September 30, 2003 from $4,428,000. The increase is the result of strong mortgage banking income, which was up 91.8% for the nine months ended September 30, 2003 compared to the same period last year, as well as increased merchant visa income. Due to reduced mortgage refinance activity, we have experienced a slowdown in mortgage origination volumes and loan sale gains are not likely to be as strong in the fourth quarter.

Noninterest Expense

Noninterest expense increased 13.4% to $5,607,000 during the three months ended September 30, 2003 compared to $4,944,000 for the same period during 2002. Noninterest expense increased 9.9% to $16,575,000 for the nine months ended September 30, 2003 from $15,077,000 for the same period last year. The majority of the increase occurred in salaries and employee benefits, which were up 13.3% to $2,961,000 for the three months ended September 30, 2003 compared to the same period last year. Salaries and benefits increased 11.9% to $8,711,000 for the nine months ended September 30, 2003 from $7,786,000 for the same period last year. Salaries were up over last year as a result of normal salary increases, increased commissions paid to our mortgage lenders, and expansion of our commercial lending staff in Pierce County. Merchant visa expense increased 42.8% to $367,000 for the three months ended September 30, 2003 from $257,000 for the same period last year. Merchant visa expense increased 29.9% to $951,000 for the nine months ended September 30, 2003 from $732,000 for the same period last year.

The efficiency ratio for the quarter ended September 30, 2003 was 59.29% compared to 53.96% for the comparable quarter in 2002. The efficiency ratio for the nine months ended September 30, 2003 was 59.65% compared to 55.82% for the same period last year. The efficiency ratio increases are primarily a result of growth in noninterest expense as discussed above during the above-mentioned periods.

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Lending Activities

Since initiating our expansion activities in 1994, we have supplemented our traditional mortgage loan products by increasing our emphasis on commercial loans. As indicated in the table below, total loans increased to $507.3 million at September 30, 2003 from $470.3 million at December 31, 2002.

	At September 30, 2003			% of Total		At December 31, 2002			% of Total
	(Dollars in thousands)
Commercial	$	270,789		53.38	%	$	243,872		51.86	%
Real estate mortgages
One-to-four family residential		57,684		11.37			72,846		15.49
Five or more family residential and commercial properties		135,754		26.76			114,750		24.40
Total real estate mortgages		193,438		38.13			187,596		39.89
Real estate construction
One-to-four family residential		25,200		4.97			29,201		6.21
Five or more family residential and commercial properties		9,551		1.88			3,169		0.67
Total real estate construction		34,751		6.85			32,370		6.88
Consumer		9,604		1.89			7,616		1.62
Gross loans		508,582		100.25			471,454		100.25
Less: deferred loan fees		(1,287	)	(0.25	)		(1,190	)	(0.25	)
Total loans	$	507,295		100.00	%	$	470,264		100.00	%

Nonperforming Assets

The following table describes our nonperforming assets for the dates indicated.

	At September 30, 2003			At December 31, 2002
	(Dollars in thousands)
Nonaccrual loans	$	665		$	1,986
Restructured loans		—			—
Total nonperforming loans		665			1,986
Other real estate owned		352			297
Total nonperforming assets	$	1,017		$	2,283
Accruing loans past due 90 days or more	$	19		$	19
Potential problem loans		8,202			11,261
Allowance for loan losses		7,729			6,874
Nonperforming loans to loans		0.13	%		0.42	%
Allowance for loan losses to loans		1.52	%		1.46	%
Allowance for loan losses to nonperforming loans		1,162.95	%		346.05	%
Nonperforming assets to total assets		0.16	%		0.38	%

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Nonperforming assets decreased to $1,017,000, or 0.16% of total assets, at September 30, 2003 from $2,283,000, or 0.38% of total assets at December 31, 2002. We believe that we are adequately reserved for any potential losses. This decrease was the result of one large nonperforming loan being repaid in the second quarter.

Analysis of Allowance for Loan Losses

Management maintains an allowance for loan losses to absorb estimated credit losses associated with the loan and lease portfolio, including all binding commitments to lend. We determine an adequate allowance through our ongoing quarterly loan quality assessments.

We assess the estimated credit losses inherent in our non-classified loan portfolio by considering a number of elements including:

• Levels and trends in delinquencies and nonaccruals;

• Trends in loan demand and structure including terms and interest rates;

• National and local economic trends;

• Specific industry conditions such as commercial and residential construction;

• Concentrations of credits in specific industries;

• Bank regulatory examination results and our own credit examinations; and

• Recent loss experience in the portfolio.

We determine an adequate allowance for the non-classified portion of our loan portfolio based on an appropriate percentage risk factor that is calculated based on the above-noted elements and trends. We add specific provisions for each classified loan after a careful analysis of that loan’s credit and collateral factors. Our analysis of an adequate allowance combines the provisions made for both our non-classified loans and the specific provisions made for classified loans.

We determine our provision expense for the next quarter by applying the same percentage risk factor applied to the non-classified loan portfolio to our expected loan growth. We determine our monthly provision expense by dividing our estimate of provision expense for the quarter by three.

Our historical loan loss experience remains low. However, we believe that it is appropriate to maintain a higher allowance for estimated credit losses, particularly with respect to our commercial loan portfolio, than our historical loan loss experience indicates.

We have increased our allowance for loan losses over the past several years during periods of strong loan growth and changes in our loan portfolio composition. Our commercial loan portfolio has grown as a percentage of the total loan portfolio, while other less risky categories, such as the residential mortgage portfolio, have declined as a percentage of the total portfolio.

While we believe we use the best information available to determine the allowance for loan losses, net income could be significantly affected if circumstances differ substantially from the assumptions used in determining the allowance or unforeseen market conditions arise that cause adjustments to the allowance for loan losses.

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The following table summarizes the changes in our allowance for loan losses:

	Nine Months Ended September 30,
	2003			2002
	(Dollars in thousands)
Total loans outstanding at end of period (1)	$	507,295		$	482,289
Average loans outstanding during period		474,818			476,036
Allowance balance at beginning of period		6,874			5,751
Provision for loan losses		975			1,340
Charge offs:
Real estate		(35	)		—
Commercial		(81	)		(231	)
Agriculture		(2	)		(66	)
Consumer		(9	)		(5	)
Total charge offs		(127	)		(302	)
Recoveries:
Real estate		2			1
Commercial		4			19
Agriculture		1			—
Consumer		—			—
Total recoveries		7			20
Net charge offs		(120	)		(282	)
Allowance balance at end of period	$	7,729		$	6,809
Allowance for loan loss to loans		1.52	%		1.41	%
Ratio of net charge offs during period to average loans outstanding		(0.025	)%		(0.059	)%

(1) Includes loans held for sale

While pursuing our growth strategy, we continue to employ prudent underwriting and sound monitoring procedures to maintain asset quality. The allowance for loan losses during the nine months ended September 30, 2003 increased by $860,000 to $7.73 million from $6.87 million at December 31, 2002. The growth in the allowance was due to a $975,000 provision, which was partially offset by $120,000 in net charge offs during the period. Net charge offs were down $162,000 from the $282,000 for the same period in 2002.

Liquidity and Sources of Funds

Our primary sources of funds are customer deposits, public funds, loan repayments, loan sales, interest earned on and proceeds from investment securities, and advances from the FHLB of Seattle. These funds, together with retained earnings, equity, and other borrowed funds, are used to make loans, acquire investment securities and other assets, and fund continuing operations. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by the level of interest rates, economic conditions, and competition.

We must maintain an adequate level of liquidity to ensure the availability of sufficient sources to fund loan originations and deposit withdrawals, satisfy other financial commitments, and fund operations.

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We generally maintain sufficient cash and short-term investments to meet short-term liquidity needs. At September 30, 2003, cash and cash equivalents totaled $32.8 million, and investment securities classified as either available for sale or held to maturity with maturities of one year or less amounted to $12.1 million, or 2.0% of total assets. At September 30, 2003, our banks maintained a credit facility with the FHLB of Seattle for $108.5 million, with $24.4 million in borrowings outstanding as of September 30, 2003.

Capital

Stockholders’ equity at September 30, 2003 was $64.2 million compared with $72.4 million at December 31, 2002. During the period, we repurchased $13.1 million of Heritage Financial Corporation stock, declared dividends of $2.8 million, realized income of $6.7 million, recorded $279,000 in net unrealized losses on securities available for sale, and realized the effects of exercising stock options, earned ESOP shares, incentive stock options and restricted stock awards totaling $1.3 million.

Banking regulations require bank holding companies and banks to maintain a minimum leverage ratio of core capital to adjusted quarterly average total assets of at least 3%. At September 30, 2003 our leverage ratio was 9.7% compared with 11.1% at December 31, 2002. In addition, banking regulators have adopted risk-based capital guidelines, under which risk percentages are assigned to various categories of assets and off-balance sheet items to calculate a risk-adjusted capital ratio. Tier I capital generally consists of common shareholders’ equity, while Tier II capital includes the allowance for loan losses, subject to certain limitations. Regulatory minimum risk-based capital guidelines require Tier I capital of 4% of risk-adjusted assets and total capital (combined Tier I and Tier II) of 8%. Our Tier I and total risk based capital ratios were 11.0% and 12.3%, respectively, at September 30, 2003 compared with 13.7% and 14.9%, respectively, at December 31, 2002.

During 1992, the FDIC published the qualifications necessary to be classified as a “well-capitalized” bank, primarily for assignment of FDIC insurance premium rates beginning in 1993. To qualify as “well-capitalized”, banks must have a Tier I risk based capital ratio of at least 6%, a total risk based capital ratio of at least 10%, and a leverage ratio of at least 5%. Heritage Bank and Central Valley Bank qualified as “well-capitalized” at September 30, 2003.

Quantitative and Qualitative Disclosures About Market Risk

Our results of operations are highly dependent upon our ability to manage interest rate risk. We consider interest rate risk to be a significant market risk that could have a material effect on our financial condition and results of operations. In our opinion, there has not been a material change in our interest rate risk exposure since our most recent year-end at December 31, 2002.

We do not maintain a trading account for any class of financial instrument nor do we engage in hedging activities or purchase high-risk derivative instruments. Moreover, we have no material risk with foreign currency exchange rate risk or commodity price risk.

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Controls and Procedures

(a) Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 are recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures, the Chief Executive and Chief Financial officers of the Company concluded that the Company’s disclosure controls and procedures were adequate.

(b) Changes in internal controls. We made no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.

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PART II. OTHER INFORMATION

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

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

3.1	Articles of Incorporation (1)
3.2	Bylaws of the Company (1)
10.1	1998 Stock Option and Restricted Stock Award Plan (2)
10.6	1997 Stock Option and Restricted Stock Award Plan (3)
10.7	Employment Agreement between the Company and Michael Broadhead, effective September 28, 1998 (4)
10.8	Employment Agreement between the Company and Brian L. Vance, effective June 1, 2001 (5)
10.9	Employment Agreement between the Company and Donald V. Rhodes, effective June 1, 2001 (5)
10.10	2002 Incentive Stock Option Plan, Director Nonqualified Stock Option Plan, and Restricted Stock Option Plan (6)
31	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the Registration Statement on Form S-1 (Reg. No. 333-35573) declared effective on November 12, 1997.

(2) Incorporated by reference to the definitive Proxy Statement dated September 14, 1998 for the Annual Meeting of Shareholders held on October 15, 1998.

(3) Incorporated by reference to the Registration Statement on Form S-8 (Reg. No. 333-57513).

(4) Incorporated by reference to the Registration Statement on Form S-4 dated January 20, 1999.

(5) Incorporated by reference to the Registration Statement on Form 10-K dated March 20, 2002.

(6) Incorporated by reference to the Registration Statement on Form S-8 (Reg. No. 333-88980; 333-88982; 333-88976)

(b) Reports on Form 8-K

On July 23, 2003 the Company filed an 8-K announcing the issuance of the press release, which announced operating earnings for the second quarter of 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officials.

	HERITAGE FINANCIAL CORPORATION
Date: November 10, 2003	/s/ Donald V. Rhodes
	Donald V. Rhodes
	Chairman, President, and Chief Executive Officer
	(Duly Authorized Officer)
	/s/ Edward D. Cameron
	Edward D. Cameron
	Senior Vice President and Treasurer
	(Principal Financial and Accounting Officer)

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