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UNITED STATES

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 June 30, 2002

[   ]  Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from _________ to _________

Commission file number 0-27938

COLUMBIA BANCORP

(Exact name of registrant as specified in its charter)
     

Oregon
(State of incorporation)
 
93-1193156
(I.R.S. Employer
Identification No.)

401 East Third Street, Suite 200
The Dalles, Oregon 97058
(Address of principal executive offices)

(541) 298-6649
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES [X]   NO [   ]

Indicate the number of shares outstanding of each of the issuer’s classes
of common stock, as of the latest practicable date.

8,127,696 shares of common stock as of August 1, 2002

 


TABLE OF CONTENTS

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING INFORMATION
OVERVIEW
MATERIAL CHANGES IN FINANCIAL CONDITION
MATERIAL CHANGES IN RESULTS OF OPERATIONS
LOAN LOSS PROVISION
LIQUIDITY AND CAPITAL RESOURCES
Quantitative and Qualitative Disclosures about Market Risk
PART II — OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
EXHIBIT 10.1
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

COLUMBIA BANCORP

FORM 10-Q

June 30, 2002

INDEX
           
          Page
PART I - FINANCIAL INFORMATION   Reference

 
    Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001.   3
    Consolidated Statements of Income and Comprehensive Income for the three and six month periods ended June 30, 2002 and 2001.   4
    Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001.   5
    Consolidated Statements of Changes in Shareholders’ Equity for the period December 31, 2000 to June 30, 2002.   6
    Notes to Consolidated Financial Statements   7-9
    Management’s Discussion and Analysis of Financial Condition and Results of Operations:    
      Forward Looking Information   10
      Overview   10-11
      Material Changes in Financial Condition   11
      Material Changes in Results of Operations   11-12
      Loan Loss Provision   12
      Liquidity and Capital Resources   12-13
    Quantitative and Qualitative Disclosures about Market Risk   13
PART II - OTHER INFORMATION    
    Item 4 — Submission of Matters to a Vote of Security Holders   14
    Item 5 — Other Information   14
    Item 6 — Exhibits and Reports on Form 8-K   14
    Signatures   14

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
                     
        June 30,   December 31,
        2002   2001
       
 
        (Unaudited)   (Audited)
ASSETS
               
Cash and due from banks
  $ 21,517,302     $ 19,813,111  
Interest-bearing deposits with other banks
    11,063,420       1,275,462  
Federal funds sold
    7,524,040       1,525,165  
 
   
     
 
   
Total cash and cash equivalents
    40,104,762       22,613,738  
Investment securities available-for-sale
    14,930,674       18,802,107  
Investment securities held-to-maturity
    20,767,219       22,657,264  
Restricted equity securities
    2,614,000       2,072,300  
 
   
     
 
   
Total investment securities
    38,311,893       43,531,671  
Loans held-for-sale
    10,628,035       18,959,979  
Loans, net of allowance for loan losses and unearned loan fees
    411,836,358       361,323,121  
Property and equipment, net of depreciation
    14,331,905       13,887,846  
Goodwill, net of amortization
    7,389,094       7,389,094  
Accrued interest receivable
    4,106,776       3,485,533  
Other assets
    10,445,685       11,015,723  
 
   
     
 
   
Total assets
  $ 537,154,508     $ 482,206,705  
 
   
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Deposits:
               
 
Noninterest-bearing demand deposits
  $ 114,973,397     $ 108,521,784  
 
Interest-bearing demand accounts
    165,000,098       136,967,524  
 
Savings accounts
    31,574,371       32,237,233  
 
Time certificates
    133,482,792       116,908,960  
 
   
     
 
   
Total deposits
    445,030,658       394,635,501  
Notes payable
    37,444,933       35,904,542  
Accrued interest payable and other liabilities
    4,514,527       5,221,730  
 
   
     
 
   
Total liabilities
    486,990,118       435,761,773  
 
   
     
 
Shareholders’ equity:
               
 
Common stock, no par value; 20,000,000 shares authorized, 8,124,871 issued and outstanding (8,037,078 at December 31, 2001)
    15,201,912       14,679,226  
 
Additional paid-in capital
    6,054,368       6,054,368  
 
Retained earnings
    28,678,187       25,373,550  
 
Accumulated other comprehensive income, net of taxes
    229,923       337,788  
 
   
     
 
   
Total shareholders’ equity
    50,164,390       46,444,932  
 
   
     
 
   
Total liabilities and shareholder’s equity
  $ 537,154,508     $ 482,206,705  
 
   
     
 

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
                                   
      Three months ended   Six months ended
      June 30,   June 30,
     
 
      2002   2001   2002   2001
     
 
 
 
INTEREST INCOME
                               
Interest and fees on loans
  $ 8,870,220     $ 7,952,296     $ 16,884,004     $ 15,622,737  
Interest on investments
                               
 
Taxable investment securities
    273,365       367,221       574,473       915,335  
 
Nontaxable investment securities
    204,445       219,433       410,826       440,358  
Other interest income
    90,760       171,261       156,863       271,004  
 
   
     
     
     
 
 
Total interest income
    9,438,790       8,710,211       18,026,166       17,249,434  
INTEREST EXPENSE
                               
Interest-bearing demand and savings
    446,430       926,016       706,660       2,050,518  
Interest on time deposit accounts
    1,226,046       1,725,424       2,389,668       3,338,023  
Other borrowed funds
    340,228       411,032       699,196       936,737  
 
   
     
     
     
 
 
Total interest expense
    2,012,704       3,062,472       3,795,524       6,325,278  
 
   
     
     
     
 
NET INTEREST INCOME
    7,426,086       5,647,739       14,230,642       10,924,156  
PROVISION FOR LOAN LOSSES
    700,000       375,000       1,100,000       625,000  
 
   
     
     
     
 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    6,726,086       5,272,739       13,130,642       10,299,156  
NONINTEREST INCOME
                               
Service charges and fees
    1,170,184       760,488       2,010,479       1,471,683  
Net Mortgage Group revenues
    971,113       1,595,091       1,351,210       2,374,568  
Credit card discounts and fees
    99,683       82,495       185,903       148,982  
Financial services department income
    167,525       142,335       319,092       271,516  
Other noninterest income
    351,011       298,779       986,822       524,601  
 
   
     
     
     
 
 
Total noninterest income
    2,759,516       2,879,188       4,853,506       4,791,350  
NONINTEREST EXPENSE
                               
Salaries and employee benefits
    3,391,604       2,789,701       6,397,516       5,373,122  
Occupancy expense
    497,824       463,687       966,550       913,246  
Goodwill amortization
          157,156             314,312  
Credit card processing fees
    27,479       23,629       50,454       43,148  
Data processing expense
    108,122       85,342       190,371       140,063  
Other noninterest expenses
    1,685,614       1,307,734       3,204,615       2,580,650  
 
   
     
     
     
 
 
Total noninterest expense
    5,710,643       4,827,250       10,809,506       9,364,541  
 
   
     
     
     
 
INCOME BEFORE INCOME TAXES
    3,774,959       3,324,677       7,174,642       5,725,965  
PROVISION FOR INCOME TAXES
    1,353,323       1,262,733       2,572,109       2,161,342  
 
   
     
     
     
 
NET INCOME
  $ 2,421,636     $ 2,061,944     $ 4,602,533     $ 3,564,623  
 
   
     
     
     
 
OTHER COMPREHENSIVE INCOME, NET
                               
Unrealized holding gains (losses) arising during the period
  $ 202,746     $ (41,417 )   $ (92,231 )   $ 276,829  
Reclassification adjustment for (gains) losses included in net income
    (201,879 )     25,781       (15,634 )     27,529  
 
   
     
     
     
 
 
    867       (15,636 )     (107,865 )     304,358  
 
   
     
     
     
 
COMPREHENSIVE INCOME
  $ 2,422,503     $ 2,046,309     $ 4,494,668     $ 3,868,981  
 
   
     
     
     
 
Earnings per share of common stock
                               
 
Net Income Basic
  $ 0.30     $ 0.25     $ 0.57     $ 0.44  
 
Net Income Diluted
  $ 0.29     $ 0.25     $ 0.55     $ 0.44  
Weighted average common shares outstanding
                               
 
Basic
    8,106,077       8,053,575       8,084,743       8,043,839  
 
Diluted
    8,349,206       8,214,770       8,338,933       8,178,905  

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                   
      Six months ended
      June 30,
     
      2002   2001
     
 
CASH FLOWS RELATED TO OPERATING ACTIVITIES
               
Net income
  $ 4,602,533     $ 3,564,623  
Adjustments to reconcile net income to net cash from operating activities:
               
 
Gain on sale or call of investments
    (200,096 )     (27,530 )
 
Depreciation and amortization
    977,662       1,015,060  
 
Impairment of mortgage servicing asset
    1,347,756          
 
Federal Home Loan Bank stock dividend
    (73,603 )     (54,965 )
 
Provision for loan losses
    1,100,000       625,000  
Increase (decrease) in cash due to changes in assets/liabilities:
               
 
Accrued interest receivable
    (621,243 )     (228,334 )
 
Other assets
    570,038       (2,848,456 )
 
Accrued interest payable and other liabilities
    (698,937 )     158,116  
 
   
     
 
 
NET CASH FROM OPERATING ACTIVITIES
    7,004,110       2,203,514  
 
   
     
 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from the sale of available-for-sale securities
    947,965       18,471,454  
Proceeds from maturity of available-for-sale securities
    2,750,000       1,475,000  
Proceeds from the maturity of held-to-maturity securities
    1,871,580       725,856  
Purchases of held-to-maturity securities
          (5,499,452 )
Purchases of restricted equity securities
    (468,200 )      
Net change in loans made to customers
    (44,760,577 )     (50,534,901 )
Payments made for purchase of property and equipment
    (1,021,324 )     (626,444 )
 
   
     
 
 
NET CASH FROM INVESTING ACTIVITIES
    (40,680,556 )     (35,988,487 )
 
   
     
 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net change in demand deposit and savings accounts
    33,821,325       2,805,092  
Net change in time certificates
    16,573,832       22,626,934  
Net increase in notes payable
    1,540,391       6,659,896  
Dividends paid
    (1,290,764 )     (1,285,623 )
Proceeds from stock options exercised and sales of common stock
    522,686       184,906  
 
   
     
 
 
NET CASH FROM FINANCING ACTIVITIES
    51,167,470       30,991,205  
 
   
     
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    17,491,024       (2,793,768 )
CASH AND CASH EQUIVALENTS, beginning of period
    22,613,738       27,116,631  
 
   
     
 
CASH AND CASH EQUIVALENTS, end of period
  $ 40,104,762     $ 24,322,863  
 
   
     
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Interest paid in cash
  $ 3,720,904     $ 6,419,407  
Taxes paid in cash
  $ 2,916,000     $ 1,655,219  
SCHEDULE OF NONCASH ACTIVITIES
               
Change in unrealized gain/loss on available-for-sale securities, net of taxes
  $ (107,865 )   $ 304,358  
Cash dividend declared and payable after quarter-end
  $ 649,990     $ 645,123  

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
                                                     
                                        Accumulated        
                        Additional           Other   Total
                Common   Paid-in   Retained   Comprehensive   Shareholders'
        Shares   Stock   Capital   Earnings   Income   Equity
       
 
 
 
 
 
BALANCE, December 31, 2000
    8,029,422     $ 14,461,771     $ 6,379,393     $ 20,569,918     $ (84,917 )   $ 41,326,165  
 
(Audited)
                                               
Stock options exercised
    57,656       307,455                         307,455  
Income tax benefit from stock options exercised
                12,478                   12,478  
Stock repurchase
    (50,000 )     (90,000 )     (337,503 )                 (427,503 )
Cash dividend paid or declared
                      (2,570,085 )           (2,570,085 )
Net Income and Comprehensive
                                               
   
Income
                      7,373,717       422,705       7,796,422  
 
   
     
     
     
     
     
 
BALANCE, December 31, 2001
    8,037,078     $ 14,679,226     $ 6,054,368     $ 25,373,550     $ 337,788     $ 46,444,932  
 
   
     
     
     
     
     
 
 
(Audited)
                                               
Stock options exercised
    87,793       522,686                         522,686  
Cash dividend paid or declared
                      (1,297,896 )           (1,297,896 )
Net Income and Comprehensive
                                               
   
Income
                      4,602,533       (107,865 )     4,494,668  
 
   
     
     
     
     
     
 
BALANCE, June 30, 2002
    8,124,871     $ 15,201,912     $ 6,054,368     $ 28,678,187     $ 229,923     $ 50,164,390  
 
   
     
     
     
     
     
 
 
(Unaudited)
                                               

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Principles of Consolidation
 
          The interim consolidated financial statements include the accounts of Columbia Bancorp, a financial holding company (“Columbia”), and its wholly-owned subsidiary Columbia River Bank (“CRB”), after elimination of intercompany transactions and balances. CRB is an Oregon state-chartered bank, headquartered in The Dalles, Oregon. Substantially all activity of Columbia is conducted through its subsidiary bank, CRB.
 
          The interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The financial information included in this interim report has been prepared by management. Columbia’s annual report contains audited financial statements. All adjustments including normal recurring accruals necessary for fair presentation of results of operations for the interim periods included herein have been made. The results of operations for the six months ended June 30, 2002 are not necessarily indicative of results to be anticipated for the year ending December 31, 2002.
 
2.    Loans and Reserve for Loan Losses
 
          The composition of the loan portfolio was as follows:

                 
    June 30,   December 31,
    2002   2001
   
 
    (Unaudited)   (Audited)
   
 
Commercial
  $ 75,747,279     $ 64,163,290  
Agriculture
    63,285,412       54,934,115  
Real estate
    253,447,169       223,678,195  
Consumer
    21,042,215       19,802,296  
Other
    5,809,218       5,250,634  
 
   
     
 
 
    419,331,293       367,828,530  
Allowance for loan losses
    (6,130,270 )     (5,311,715 )
Deferred loan fees
    (1,364,665 )     (1,193,694 )
 
   
     
 
 
  $ 411,836,358     $ 361,323,121  
 
   
     
 

          Changes in the allowance for loan losses were as follows for the six months ended June 30:

                 
    2002   2001
   
 
    (Unaudited)   (Unaudited)
Balance at beginning of period
  $ 5,311,715     $ 4,577,941  
Provision charged to operations
    1,100,000       625,000  
Recoveries
    146,059       22,670  
Loans charged off
    (427,504 )     (96,115 )
 
   
     
 
Balance at end of period
  $ 6,130,270     $ 5,129,496  
 
   
     
 

          Columbia has adopted a policy for placement of loans on nonaccrual status after they become 90 days past due unless otherwise formally waived. Further, Columbia may place loans that are not contractually past due or that are deemed fully collateralized on nonaccrual status to promote better oversight and review of loan arrangements. Loans on nonaccrual status at June 30, 2002 and December 31, 2001 were approximately $1,402,815, and $889,538, respectively.

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          At June 30, 2002, Columbia identified loans totaling $109,569 on which the interest rate or payment schedules were modified from original terms to accommodate borrowers’ weakened financial positions. There were $113,453 of loans in this category at December 31, 2001.
 
          At June 30, 2002, Columbia had no balance in other real estate owned (“OREO”), which represents assets held through loan foreclosure or recovery activities. There was $349,213 in OREO at December 31, 2001.
 
3.    Segment Information
 
          Columbia operates two primary segments, the community banking segment and the mortgage banking segment. The community banking segment consists of Columbia’s subsidiary, Columbia River Bank, which operates 14 bank branches in Oregon and two branches in Washington. The Bank offers loan, investment, and deposit products to its customers who range from individuals to medium-size agricultural and commercial companies. The mortgage banking segment consists of Columbia Mortgage Group, headquartered in Bend, Oregon, with an additional eight offices in Oregon. Columbia Mortgage Group offers a full range of mortgage lending services and products to its clients.
 
          During the first two quarters of 2002, the mortgage servicing asset value was reduced by $1,347,756. The impact of this valuation adjustment is reflected in the year-to-date loss for 2002 of ($346,133) on a before tax basis. Since year 2001, management has adjusted some of the accounting processes for the Mortgage Group. This factor causes differences in the segment information for the two six-month periods.
 
          Financial information that Columbia’s management uses to evaluate the reportable segments and the reconciliation to Columbia’s consolidated results are summarized as follows:

                         
    Community   Mortgage        
    Banking   Banking   Consolidated
   
 
 
Six months ended June 30, 2002
                       
Net interest income before provision for loan losses
  $ 13,997,466     $ 233,176     $ 14,230,642  
Noninterest income
    3,502,296       1,351,210       4,853,506  
Depreciation and amortization
    526,123       451,539       977,662  
Impairment of mortgage servicing rights
          1,347,756       1,347,756  
Income before provision for income taxes
    7,520,775       (346,133 )     7,174,642  
Total assets
    517,235,399       19,919,109       537,154,508  
Six months ended June 30, 2001
                       
Net interest income before provision for loan losses
  $ 10,531,689     $ 392,467     $ 10,924,156  
Noninterest income
    2,628,038       2,374,568       5,002,606  
Depreciation and amortization
    847,328       167,732       1,015,060  
Income before provision for income taxes
    4,507,559       1,218,406       5,725,965  
Total assets
    418,663,917       32,789,827       451,453,744  

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4.    Earnings Per Share
 
          Basic earning per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if common shares were issued pursuant to the exercise of options under stock option plans. Weighted average shares outstanding consist of common shares outstanding and common stock equivalents attributable to outstanding stock options.
 
          The weighted average number of shares and common share equivalents have been adjusted for all prior stock dividends or splits.
 
5.    Recently Issued Accounting Standards
 
          In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The statement is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. Columbia’s management does not expect that the application of the provisions of this statement will have a material impact on Columbia’s consolidated financial statements.
 
          In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” This Statement rescinds FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that Statement, FASB Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” This Statement also rescinds FASB Statement No. 44, “Accounting for Intangible Assets of Motor Carriers.” This Statement amends FASB Statement No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Columbia’s management does not expect that the application of the provisions of this statement will have a material impact on Columbia’s consolidated financial statements.
 
          Other issued but not yet required FASB statements are not currently applicable to Columbia’s operations. Management believes these pronouncements will have no material effect upon Columbia’s financial position or results of operations.
 
6.    Management’s Estimates and Assumptions
 
          In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Significant estimations made by management primarily involve the calculation for the allowance for loan losses and valuation of the mortgage-servicing asset.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING INFORMATION

     Forward-looking statements with respect to the financial condition, results of operations and the business of Columbia are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. These include, without limitation, the impact of competition and interest rates on revenues and margins, and other risks and uncertainties, including statements relating to the year 2002, as may be detailed from time to time in Columbia’s public announcements and filings with the Securities and Exchange Commission (“SEC”). Forward-looking statements can be identified by the use of forward-looking terminology, such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “continue”, “plans”, “intends”, or other similar terminology. Columbia does not intend to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release, other than in its periodic filings with the SEC, or to reflect the occurrence of unanticipated events.

OVERVIEW

     Highlights for the second quarter to date (“QTD”) and year to date (“YTD”) of 2002 as compared to the same periods in 2001 for Columbia Bancorp (“Columbia”):

             
  QTD net income up 17%, to $2.42 million     YTD net income up 29%, to $4.60 million
  QTD return on equity (ROE) increases to 19.45%     YTD return on equity (ROE) increases to 18.96%
  QTD net interest margin reported at 6.44%     YTD net interest margin reported at 6.39%
  QTD efficiency ratio drops to 56.07%     YTD efficiency ratio drops to 56.64%

     Columbia reported net income of $4,602,533, or $.55 per diluted share for the six months ended June 30, 2002. This represented a 29% increase in net income, as compared to $3,564,623, or $.44 per diluted share, for the six months ended June 30, 2001.

     The net income added to shareholders’ equity during the first six months of 2002 was offset, in part, by dividends declared and paid of $1,297,896. A first quarter dividend of $.08 per share was paid May 1 to shareholders of record on April 15. On June 25 the Bancorp Board of Directors declared a second quarter dividend of $.08 per share payable August 1 to shareholders of record on July 15. With the payment of the declared dividend, approximately 28% of earnings will have been returned to shareholders, the remainder being retained to fund the continued growth of Columbia.

     The book value of the mortgage-servicing asset as of the quarter ended June 30, 2002 was $5.7 million. Columbia is servicing $481.1 million in mortgage loans, or a 1.19 multiple of the mortgage-servicing asset. Management believes improved risk management measures, lower capitalization rates and reduced amortization lives have improved the overall quality of the mortgage-servicing asset.

     The open mortgage pipeline as of June 30, 2002, consisted of $17,351,745 in locked loans. These loans were covered by derivatives that included $16 million in forward call options and $2 million in put options. The purpose of hedging the open mortgage pipeline is to reduce the risk of exposure to interest

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rate volatility. The unrealized value of the mortgage loans was a gain of $130,601 and the unrealized loss on the derivative contracts was ($126,602), for a net open position of $3,999.

MATERIAL CHANGES IN FINANCIAL CONDITION

     Changes in the balance sheet for the six months ended June 30, 2002 include an increase in total assets, primarily in loans, interest bearing deposits with other banks and fed funds, and an increase in total liabilities, primarily in total deposits.

     At June 30, 2002, total assets increased 11.4%, or approximately $54.9 million, over total assets at December 31, 2001. Major components of the change in total assets were:

          $51.5 million increase in gross loans
 
          $8.3 million decrease in loans held-for-sale
 
          $3.9 million decrease in investment securities available for sale
 
          $17.5 million increase in cash and cash equivalents

     The increase in loans is reflected in increases in all loan categories, including agriculture, commercial, real estate and consumer loan categories. Management attributes the increase in real estate loans to a continued diversified growth in the Bend real estate market. The attractive low interest rate environment as well as the continued penetration within Columbia’s market areas has also affected the growth in real estate loans as well as all other categories.

     The increase in assets over the last six months was funded by strong deposit growth of $50.4 million, specifically as follows:

          Noninterest-bearing deposits increased $6.5 million
 
          Interest-bearing demand deposits increased $28.0 million
 
          Savings deposits decreased $0.7 million
 
          Time certificate deposits increased $16.6 million

Interest-bearing deposit increases are due to the promotion of a new premium money market account, while increases in time certificates are due to the purchase of brokered certificates of deposit. Columbia had $26.3 million in brokered certificates of deposit at June 30, 2002.

     Notes payable increased $1.5 million in the six months ended June 30, 2002. Along with deposit growth, notes payable were used to fund the loan growth experienced in the quarter. Because the deposit growth exceeded net loan growth, Columbia increased its overall federal funds sold by $6.0 million and interest bearing deposits with other banks, primarily funds held at Federal Home Loan Bank, by $9.8 million.

     All other changes experienced in asset and liability categories during the first six months of 2002 were comparatively modest.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

     Total interest income increased $776,732 for the six months ended June 30, 2002, and $728,579 for the quarter ended June 30, 2002, as compared to the same period in 2001. This increase is primarily due to the increase in loans held in 2002 as compared to 2001.

     Total interest expense decreased $2,529,754 or 40% for the six months ended June 30, 2002, or $1,049,768 or 34% for the quarter ended June 30, 2002, as compared to the same periods in 2001. The decrease is primarily due to well-disciplined deposit pricing management and a steady decrease in the interest rate environment over the last fifteen months.

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     Columbia’s net interest income increased by $3,306,486 for the six months ended June 30, 2002 and $1,778,347 for the quarter ended June 30, 2002, as compared to the same periods in 2001. Management believes the increase in net interest income is primarily due to higher loan volumes producing greater interest income, specifically real estate construction lending where loan interest and fee income increased $1.8 million for the six months ended June 30, 2002 over the same period the prior year, which exceeded the interest expense incurred to fund this growth.

     Noninterest income decreased $149,100 for the six months ended June 30, 2002, and $234,772 for the quarter ended June 30, 2002, as compared to the same periods in 2001. This decrease is primarily attributable to a decrease in net Mortgage Group revenue by $1.0 million for the six months ended June 30, 2002 as compared to the six months ended June 30, 2001, as a result of the first quarter mortgage servicing asset valuation adjustment of $1.2 million. The decrease was offset in part by an increase in net NSF fees of $595,111 year to date over the previous year, due to management’s implementation of a new overdraft product called Bounce Protection. This product is an overdraft privilege, where as long as the account is in good standing, Columbia may honor overdrafts up to the Bounce Protection limit on the account while collecting the standard NSF fee.

     Noninterest expense increased $1,233,709 for the six months ended June 30, 2002, and $768,293 for the quarter ended June 30, 2002, as compared to the comparable 2001 periods. The increase was primarily attributable to an enhanced incentive compensation program to employees and other expenses which were impacted by the increase in business volumes. Diluted net income per common share increased to $.55 for the first six months of 2002 from $.44 for the first six months of 2001, and $.29 for the quarter ended June 30, 2002 as compared to $.25 for the same quarter in 2001.

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill (and intangible assets deemed to have indefinite lives) will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives.

     Columbia applied the new rules in accounting for goodwill and other intangible assets during the first quarter of 2002. Application of the nonamortization provisions of the Statement is expected to result in an increase in net income of $314,311 for the first six months of 2002.

LOAN LOSS PROVISION

     During the six months ended June 30, 2002, Columbia charged a $1,100,000 loan loss provision to operations, as compared to $625,000 charged during the same period in 2001. Loans charged off, net of loan recoveries, was $281,445 during the six months ended June 30, 2002, as compared to net charged off loans of $73,445 for the like period in 2001.

     Management believes that the reserve for loan losses is adequate for potential loan losses, based on management’s assessment of various factors, including present delinquent and nonperforming loans, past history of industry loan loss experience, and present economic trends impacting the areas and customers served by Columbia.

LIQUIDITY AND CAPITAL RESOURCES

     Columbia has adopted policies in order to meet the liquidity needs in the financial environment as

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well as to ensure sufficient funds are available to meet customers needs for borrowing and deposit withdrawals. Generally, Columbia’s major sources of liquidity are customer deposits, sales and maturities of investment securities, the use of federal funds markets, brokered certificate of deposit and net cash provided by operating activities. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and unscheduled loan prepayments, which are influenced by general interest rate levels, interest rates available on other investments, competition, economic conditions and other factors, are not.

     The second quarter of 2002 saw an increase in Columbia’s liquidity position as a result of the demand deposit growth, specifically the new premium money market account. As of June 30, 2002, this premium money market account had a combined total balance of $40 million.

     The analysis of liquidity also includes a review of the changes that appear in the consolidated statement of cash flows for the first six months of 2002. The statement of cash flows includes operating, investing and financing categories. Net cash from operating activities was $7.0 million, which is adjusted for non-cash items and increases or decreases in cash due to changes in certain assets and liabilities. Investing activities consist primarily of both proceeds from and purchases of securities, and the impact of the net growth in loans. Financing activities present the cash flows associated with deposit and loan accounts, and reflect the dividends paid to shareholders.

     Columbia’s capital was leveraged to meet loan growth during the second quarter 2002. Management plans to manage the balance sheet during the remainder of the year in order to remain well capitalized.

     The Federal Reserve Board (“FRB”) and Federal Deposit Insurance Corporation (“FDIC”) have established minimum requirements for capital adequacy for bank holding companies and member banks. The requirements address both risk-based capital and leveraged capital. The regulatory agencies may establish higher minimum requirements if, for example, a corporation has previously received special attention or has a high susceptibility to interest rate risk. The following reflects Columbia’s various capital ratios at June 30, 2002, as compared to regulatory minimums.

                 
    At June 30, 2002   Regulatory Minimum
   
 
Tier-one capital
    9.01 %     4 %
Total risk-based capital
    10.26 %     8 %
Leverage ratio
    8.27 %     4 %

Quantitative and Qualitative Disclosures about Market Risk

     There has not been a material change in the quantitative and qualitative market risks faced by Columbia from the risk disclosures reported in Columbia’s form 10-K covering the fiscal year ended December 31, 2001.

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PART II — OTHER INFORMATION

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

     The annual meeting of shareholders of Columbia Bancorp was held April 25, 2002. At the meeting, two items, the Election of Directors of Bancorp and the amendment of the 1999 Columbia Bancorp Stock Incentive Plan, were put to a vote of the shareholders.

     The following shows the results of the election of directors for Columbia Bancorp including term to be served for each director:

                                 
    For Term Ended   Votes "For"   Votes "Against"   Votes "Abstained"
   
 
 
 
Robert L.R. Bailey
    2005       6,330,076       92,252       0  
Dennis L. Carver
    2005       6,331,222       91,108       0  
James J. Doran
    2005       6,338,898       83,432       0  
Donald T. Mitchell
    2005       6,339,353       82,977       0  

     Directors continuing in office include Charles F. Beardsley, William A. Booth, Roger L. Christensen, Terry L. Cochran, Richard E. Betz, Jane F. Lee, and Jean S. McKinney.

     The following shows the results of the voting of the amendment of the 1999 Columbia Bancorp Stock Incentive Plan:

                                 
Votes "For"   Votes "Against"   Votes "Abstained"   Broker Non Votes   Total Voted

 
 
 
 
3,964,885
    1,017,688       73,395       1,367,362       6,422,330  

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K.

(a)    Exhibit 10.1 — Columbia Bancorp 1999 Stock Incentive Plan
 
(b)    Exhibit 99.1 — Certification Pursuant to 18 U.S.C. Section 1350
 
(c)    Exhibit 99.2 — Certification Pursuant to 18 U.S.C. Section 1350
 
(d)    No current reports on Form 8-K were filed during the quarter ended June 30, 2002.

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 thereunto duly authorized.
     
    COLUMBIA BANCORP
Dated: August 13, 2002   /s/ Roger L. Christensen
   
    Roger L. Christensen
President & Chief Executive Officer
 
     
Dated: August 13, 2002   /s/ Greg B. Spear
   
    Greg B. Spear
EVP & Chief Financial Officer

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