UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25286
CASCADE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 91-1661954
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(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
2828 Colby Avenue, Everett, Washington 98201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 339-5500
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Common Stock,
Par value $0.01
per share
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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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [ ]
The aggregate market value of Common Stock held by non-affiliates of
registrant at March 10, 2005 was $151.4 million (based on the last reported
sale on such date). The number of shares of registrant's Common Stock
outstanding at March 10, 2005 was 9,586,048.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the year ended December 31,
2004, including the Selected Financial Data and the Management Discussion and
Analysis attached as Exhibit 13 (the "Annual Report") (Part I, II & IV).
2. Portions of registrant's Definitive Proxy Statement for the Annual Meeting
of Stockholders (the "Proxy Statement") (Part III).
EXPLANATORY NOTE
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In reliance upon the Order of the Securities and Exchange Commission issued
under Section 36 of the Securities Exchange Act of 1934 (Release No. 50754,
November 30, 2004), Cascade Financial Corporation (the "Corporation"), its
subsidiaries, Cascade Bank (the "Bank" or "Cascade") and Cascade Capital Trust
I and Capital Trust II (the "Trust"), and the Bank's subsidiary, Cascade
Investment Services, Inc., omitted from Item 9A of its Annual Report on Form
10-K for the fiscal year ended December 31, 2004 (the "Original Report") both
the annual report of its management on internal control over financial
reporting, as required by Item 308(a) of Regulation S-K, as well as the
related attestation report of a registered public accounting firm, as required
by Item 308(b) of Regulation S-K. The Corporation is filing this Amendment No.
1 to Annual Report on Form 10-K (the "Amendment") to provide the information
that was omitted from Item 9A of the Original Report. No other information is
being amended by this Amendment and the Corporation has not updated disclosures
in this Amendment to reflect any event subsequent to the Corporation's filing
of the Original Report.
ITEM 9A. CONTROLS AND PROCEDURES (Amended)
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Evaluation of Disclosure Controls and Procedures
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As of the end of the period covered by this Annual Report on Form 10-K, an
evaluation was carried out by Cascade Financial Corporation's management, with
the participation of the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of the design and operation of the
Corporation's disclosure controls and procedures (as defined in Section
13(a)-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934)
pursuant to Exchange Act Rule 13a-15. Based on that evaluation, our CEO and CFO
concluded that the Corporation's disclosure controls and procedures were
effective as of the end of the fiscal year covered by this annual report and
included in the Corporation's periodic filings under the Exchange Act. There
are inherent limitations to the effectiveness of systems of disclosure controls
and procedures, including the possibility of human error and the circumvention
or overriding of the controls and procedures. Accordingly, even effective
systems of disclosure controls and procedures can provide only reasonable
assurances of achieving their control objectives.
Changes in Internal Control over Financial
Reporting in the Most Recent Fiscal Quarter
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There was no change in the Corporation's internal control over financial
reporting that occurred during the Corporation's fourth fiscal quarter of 2004
that has materially affected, or is reasonable likely to materially affect, the
Corporation's internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
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Management of Cascade Financial Corporation (the "Corporation") is responsible
for preparing the Corporation's annual financial statements. Management is also
responsible for establishing and maintaining effective internal control over
financial reporting presented in conformity with both accounting principles
generally accepted in the United States of America and regulatory reporting in
conformity with the Federal Financial Institutions Examination Council
Instructions for Consolidated Reports of Condition and Income (call report
instructions). The Corporation's internal controls contain monitoring
mechanisms, and actions are taken to correct deficiencies identified.
There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding of
controls. Accordingly, even effective internal control can provide only
reasonable assurance with respect to financial statement preparation. Further,
because of changes in conditions, the effectiveness of internal control may
vary over time.
It is also management's responsibility to ensure satisfactory compliance with
all designated laws and regulations, and in particular, those laws and
regulations concerning loans to insiders and dividend restrictions.
Management assessed the Corporation's internal control over financial reporting
presented in conformity with both U.S. generally accepted accounting principles
and call report instructions as of December 31, 2004. This assessment was based
on criteria for effective internal control over financial reporting described
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
believes that, as of December 31, 2004, the Corporation maintained effective
internal control over financial reporting presented in conformity with both
accounting principles generally accepted in the United States of America and
call report instructions. Management also believes that there was satisfactory
compliance during 2004 with the designated laws and regulations.
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Management's assessment of the effectiveness of the Corporation's internal
control over financial reporting as of December 31, 2004, has been audited by
Moss Adams LLP, the Corporation's independent registered public accounting firm
who audits the Corporation's consolidated financial statements. The
attestation report of Moss Adams LLP expresses unqualified opinions on
management's assessment and on the effectiveness of the Corporation's internal
control over financial reporting as of December 31, 2004.
Report of Independent Registered Public Accounting
Firm on Internal Control Over Financial Reporting
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To the Board of Directors and Shareholders of
Cascade Financial Corporation and Subsidiaries
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that
Cascade Financial Corporation and Subsidiaries (Cascade Financial Corporation
or the Company) maintained effective internal control over financial reporting
as of December 31, 2004, based on criteria established in the Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Cascade Financial Corporation
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on the COSO
criteria. Also, in our opinion, Cascade Financial Corporation maintained, in
all material respects, effective internal control over financial reporting as
of December 31, 2004, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
Cascade Financial Corporation and subsidiaries as of December 31, 2004, and the
related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for the year ended December 31, 2004 and
our report dated February 28, 2005, expressed an unqualified opinion thereon.
/s/ Moss Adams LLP
Everett, Washington
April 14, 2005
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PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) (1)(2) Reports of Independent Registered Public Accounting Firms
Consolidated Financial Statements
(a) Consolidated Balance Sheets at December 31, 2004, and
December 31, 2003.
(b) Consolidated Statements of Operations for the year ended
December 31, 2004, 2003 and 2002.
(c) Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the year ended December 31, 2004,
2003 and 2002.
(d) Consolidated Statements of Cash Flows for the year ended
December 31, 2004, 2003 and 2002.
(e) Notes to Consolidated Financial Statements.
All schedules have been omitted, as the required information is either
inapplicable or contained in the Consolidated Financial Statements or related
Notes contained in the Annual Report.
(3) Exhibits
23. Consent of Independent Registered Public Accounting Firm -
Moss Adams LLP
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32 Certification of Annual Report on Form 10-K pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
N/A
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CASCADE FINANCIAL CORPORATION
Date: April 25, 2005 By: /s/ Carol K Nelson
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Carol K. Nelson
President and Chief
Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
By: /s/ Lars H. Johnson By: /s/ D. R. Murphy
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Lars H. Johnson D. R. Murphy
Executive Vice President Director
(Chief Financial Officer) Date: April 25, 2005
Date: April 25, 2005
By: /s/ David W. Duce By: /s/ Ronald E Thompson
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David W. Duce Ronald E. Thompson
Chairman Director
Date: April 25, 2005 Date: April 25, 2005
By: /s/ Janice Halladay By: /s/ G. Brandt Westover
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Janice Halladay G. Brandt Westover
Director Director
Date: April 25, 2005 Date: April 25, 2005
By: /s/ Frank M. McCord By: /s/ Craig Skotdal
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Frank M. McCord Craig Skotdal
Director Director
Date: April 25, 2005 Date: April 25, 2005
By: /s/ David O'Connor By: /s/ Dwayne Lane
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David O'Connor Dwayne Lane
Director Director
Date: April 25, 2005 Date: April 25, 2005
By: /s/ Henry Robinett By: /s/ Richard Anderson
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Henry Robinett Richard Anderson
Director Director
Date: April 25, 2005 Date: April 25, 2005
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