<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997
[ ] 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)
93-1193156
Oregon (I.R.S. Employer
(State of Incorporation) Identification Number)
316 East Third Street
The Dalles, Oregon 97058
(Address of principal executive offices)
(541) 298-6647
(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.
2,274,376 shares as of July 31, 1997
<PAGE> 2
COLUMBIA BANCORP
FORM 10-QSB
JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION Reference
- ------------------------------ ---------
<S> <C>
Consolidated Balance Sheets as of June 30, 1997 and
December 31, 1996. 3
Consolidated Statements of Income for the six months and quarter ended
June 30, 1997 and 1996. 4
Consolidated Statements of Cash Flows for the six months ended June 30,
1997 and 1996. 5
Consolidated Statements of Changes in Shareholders' Equity for the
periods of December 31, 1995 to June 30, 1997. 6
Notes to Consolidated Financial Statements 7-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations:
Overview 9
Material Changes in Financial Condition 9
Material Changes in Results of Operations 10
Loan Loss Provision 10
Liquidity and Capital Resources 10-11
PART II - OTHER INFORMATION
- ---------------------------
Item 4 - Submission of Matters to a Vote of Security Holders 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE> 3
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ -------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 14,144,931 $ 16,030,017
Federal funds sold 4,880,159 7,367,394
------------ ------------
Total cash and cash equivalents 19,025,090 23,397,411
Investment securities available-for-sale 35,167,877 9,714,233
Investment securities held-to-maturity 14,887,390 41,098,327
Federal Home Loan Bank stock 683,700 671,900
------------ ------------
Total investment securities 50,738,967 51,484,460
Loans, net of allowance for loan losses and unearned loan fees 142,438,209 118,227,668
Property and equipment, net of depreciation 5,162,654 4,881,318
Accrued interest receivable 2,535,180 1,948,444
Other assets 495,951 362,456
------------ ------------
Total Assets $220,396,051 $200,301,757
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest bearing demand deposits $ 38,224,090 $ 33,548,608
Interest bearing demand accounts 80,024,793 72,671,399
Savings accounts 22,252,686 22,833,187
Time certificates and IRA accounts 53,279,917 49,690,664
------------ ------------
Total deposits 193,781,486 178,743,858
Notes payable to Federal Home Loan Bank 4,200,000 600,000
Accrued interest payable and other liabilities 1,370,610 1,424,917
------------ ------------
Total liabilities 199,352,096 180,768,775
Employee stock ownership plan shares subject to put option 1,225,490 1,058,183
Shareholders' equity:
Common stock, no par value; 10,000,000 shares
authorized, 2,274,376 issued and outstanding
(2,254,841 at December 31, 1996) 5,375,506 5,139,218
Additional paid-in capital 6,317,732 6,317,732
Retained earnings 9,464,167 8,087,264
Net unrealized loss on securities available-for-sale, net of tax (113,450) (11,232)
------------ ------------
21,043,955 19,532,982
Less: employee stock ownership plan shares subject to put option (1,225,490) (1,058,183)
------------ ------------
Total shareholders' equity 19,818,465 18,474,799
------------ ------------
$220,396,051 $200,301,757
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $3,664,947 $2,970,802 $6,860,613 $5,704,465
Interest on investments:
Taxable investment securities 603,327 524,060 1,204,832 1,027,971
Nontaxable investment securities 190,425 193,648 378,804 377,723
Other interest income 35,021 131,922 135,087 274,102
---------- ---------- ---------- ----------
Total interest income 4,493,720 3,820,432 8,579,336 7,384,264
INTEREST EXPENSE
Interest bearing demand and savings 816,546 701,289 1,597,453 1,408,248
Interest on time deposit accounts 714,279 692,847 1,402,995 1,381,858
Other borrowed funds 16,947 17,805 28,598 37,198
---------- ---------- ---------- ----------
Total interest expense 1,547,772 1,411,941 3,029,046 2,827,304
---------- ---------- ---------- ----------
NET INTEREST INCOME 2,945,948 2,408,491 5,550,290 4,556,960
PROVISION FOR LOAN LOSSES 160,000 45,000 250,000 75,000
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 2,785,948 2,363,491 5,300,290 4,481,960
NONINTEREST INCOME
Service charges and fees 341,424 270,799 658,091 515,084
Credit card discounts and fees 81,088 75,828 146,188 137,679
Financial services department 69,554 39,332 114,841 64,560
Other noninterest income 59,536 62,329 117,454 139,645
---------- ---------- ---------- ----------
Total noninterest income 551,602 448,288 1,036,574 856,968
NONINTEREST EXPENSE
Salaries and employee benefits 940,995 877,613 1,996,765 1,796,886
Occupancy expense 176,989 174,829 372,401 303,968
Credit card processing fees 59,336 53,632 105,900 95,796
Office Supplies 47,893 26,209 85,965 58,144
FDIC assessment 5,551 1,000 13,859 2,000
Data processing expense 62,207 53,048 131,336 106,167
Other noninterest expenses 485,129 552,774 1,041,041 1,135,339
---------- ---------- ---------- ----------
Total noninterest expense 1,778,100 1,739,105 3,747,267 3,498,300
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 1,559,450 1,072,674 2,589,597 1,840,628
PROVISION FOR INCOME TAXES 509,758 379,091 827,503 618,571
---------- ---------- ---------- ----------
NET INCOME $1,049,692 $ 693,583 $1,762,094 $1,222,057
========== ========== ========== ==========
Earnings per share of common stock $ .45 $ .30 $ .77 $ .53
===== ===== ===== =====
</TABLE>
See accompanying notes.
4
<PAGE> 5
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
The Six months ended
June 30,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 1,762,094 $ 1,222,057
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation 226,144 168,987
Provision for loan losses 250,000 75,000
Federal Home Loan Bank stock dividend (11,800) (16,300)
Increase (decrease) in cash due to changes in certain assets and liabilities
Accrued interest receivable (586,736) (324,479)
Other assets (30,081) 98,435
Accrued interest payable and other liabilities 267,786 51,220
----------- -----------
Net cash provided by operating activities 1,877,407 1,274,920
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the maturity of available-for-sale securities 1,200,000 2,332,172
Purchases of available-for-sale securities (1,374,715) (3,108,727)
Proceeds from the maturity of held-to-maturity securities 3,400,135 10,182,738
Purchases of held-to-maturity securities (2,898,353) (8,311,316)
Net change in loans made to customers (24,460,541) (10,375,913)
Purchases of premises and equipment (282,887) (243,392)
Proceeds from the sale of premises and equipment -- 40,000
----------- -----------
Net cash used in investing activities (24,416,361) (9,484,438)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand deposits and savings accounts 11,448,375 7,155,731
Net change in time deposits and IRA accounts 3,589,253 951,570
Net increase (decrease) in borrowings from Federal Home Loan Bank 3,600,000 (600,000)
Dividends paid (385,191) (387,808)
Proceeds from stock options 236,288 77,933
Net increase (decrease) in short-term borrowings (322,092) 355,777
----------- -----------
Net cash provided by financing activities 18,166,633 7,553,203
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,372,321) (656,315)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,397,411 18,882,852
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 19,025,090 $18,226,537
============ ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash $ 2,992,119 $ 2,819,957
============ ===========
Taxes Paid in cash $ 435,090 $ 595,058
============ ===========
SCHEDULE OF NONCASH ACTIVITIES
Change in unrealized loss on available-for sale securities, net of tax $ (102,218) $ (63,285)
============ ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
COLUMBIA BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
gain
(Loss) on
available ESOP
Additional for sale plan shares Total
Common Paid-in Retained investment subject to Shareholders'
Shares Stock Capital Earnings securities put options Equity
--------- --------- ---------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995 2,237,817 4,974,400 4,848,953 7,683,876 (23,337) (866,471) $16,617,421
Stock options exercised 10,156 66,262 27,899 - - - 94,161
Sale of common stock 6,868 98,556 - - - - 98,556
Transfer to surplus - - 1,440,880 (1,440,880) - - -
Changes in unrealized loss
on AFS securities, net of
tax - - - - 12,105 - 12,105
Changes in ESOP shares
subject to put option - - - - - (191,712) (191,712)
Cash dividends - - - (702,215) - - (702,215)
Cash dividend declared - - - (180,388) - - (180,388)
Net Income - - - 2,726,871 - - 2,726,871
--------- --------- ---------- ---------- ---------- ----------- -----------
BALANCE, December 31, 1996 2,254,841 $5,139,218 $6,317,732 $8,087,264 $ (11,232) $(1,058,183) $18,474,799
Stock options exercised 7,340 61,289 - - - - 61,289
Sale of common stock 12,195 174,999 - - - - 174,999
Changes in unrealized
loss on AFS securities,
net of tax - - - - (102,218) - (102,218)
Changes in ESOP shares
subject to put option - - - - - (167,307) (167,307)
Cash dividend - - - (180,497) - - (180,497)
Cash dividend declared - - - (204,694) - - (204,694)
Net Income - - - 1,762,094 - - 1,762,094
--------- --------- ---------- ---------- ---------- ----------- -----------
BALANCE, June 30, 1997 2,274,376 $5,375,506 $6,317,732 $9,464,167 $(113,450) $(1,225,490) $19,818,465
</TABLE>
See accompanying notes.
6
<PAGE> 7
COLUMBIA BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Principles of Consolidation
The interim consolidated financial statements include the accounts of
Columbia Bancorp, a bank holding company (Bancorp), and its wholly-owned
subsidiary, Columbia River Banking Company ("Columbia River"), after
elimination of intercompany transactions and balances. Columbia River is
an Oregon state-chartered bank, headquartered in The Dalles, Oregon, and
doing business as Columbia River Bank, Juniper Banking Company, and
Klickitat Valley Bank. Substantially all activity of Bancorp is conducted
through its subsidiary bank.
The interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. The financial information included in this
interim report has been prepared by management without audit by
independent public accountants who do not express an opinion thereon.
Bancorp's annual report will contain audited financial statements. In the
opinion of management, 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, 1997 are not necessarily indicative of results
to be anticipated for the year ending December 31, 1997. Certain amounts
for 1996 have been restated to conform with the 1997 presentation.
2. Recent Mergers & Corporate Activity
Bancorp was incorporated on October 3, 1995, and became the holding
company of Columbia River through merger. The effective date of the merger
was January 1, 1996, and the transaction was consummated on January 13,
1996, on which date Bancorp acquired 100% of the common stock of Columbia
River, and the shareholders of Columbia River became shareholders of
Bancorp.
Effective June 13, 1996, Bancorp completed its acquisition of Klickitat
Valley Bank, at the time, making Klickitat Valley Bank the second
wholly-owned bank subsidiary of Bancorp. The business combination was
accomplished through the exchange of 8.5 shares of Bancorp common stock
for each share of Klickitat Valley common stock. Klickitat Valley was a
Washington state-chartered bank with headquarters in Goldendale,
Washington.
Effective March 1, 1997 Columbia River merged with Klickitat Valley
Bank, resulting in Bancorp having only one banking subsidiary. The two
branches of Klickitat Valley Bank became branches of Columbia River and
will continue to do business under the "Klickitat Valley Bank" name
The accompanying financial statements have been restated and include
the accounts and results of operations of the mergers as
pooling-of-interest combinations.
7
<PAGE> 8
3. Loans and Reserve for Loan Losses
The composition of the loan portfolio was as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Commercial 28,203,823 26,485,383
Agriculture 20,592,571 15,592,095
Real estate 78,714,408 62,521,308
Consumer 15,540,539 13,775,599
Other 1,161,443 1,148,184
------------ ------------
144,212,784 119,522,569
Allowance for loan losses (1,318,319) (994,576)
Deferred loan fees (456,256) (300,325)
------------ ------------
$142,438,209 $118,227,668
============ ============
</TABLE>
Transactions in the reserve for loan losses were as follows for the six
months ended June 30:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Balance at beginning of period $994,576 $1,071,494
Provision charged to operations 250,000 75,000
Recoveries 84,613 32,057
Loans charged off (10,870) (45,829)
---------- ----------
Balance at end of period $1,318,319 $1,132,722
========== ==========
</TABLE>
It is the policy of Bancorp's subsidiary Columbia River, to place loans on
nonaccrual status whenever the collection of all or a part of the
principal balance is in doubt. Loans placed on nonaccrual status may or
may not be contractually past due at the time of such determination, and
may or may not be secured by collateral. Loans on nonaccrual status at
June 30, 1997 and December 31, 1996 were approximately $16,000 and
$52,000, respectively.
Loans past due 90 days or more on which Bancorp continued to accrue
interest were approximately $974,000 at June 30, 1997, and approximately
$58,000 at December 31, 1996. There was one loan with a principal balance
of approximately $50,000 on which the interest rate or payment schedule
was modified from original terms to accommodate a borrower's weakened
financial position at June 30, 1997. There were no loans in this category
at December 31, 1996.
4. Earnings Per Common Share
Earnings per common share is calculated by dividing net income by the
weighted average shares outstanding. 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 to give retroactive effect to the 3-for-1 stock split in
September 1995.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Record earnings and strong asset growth has characterized Columbia
Bancorp's first six months of 1997. Investments in technology, continuing staff
development and changes in corporate structure leave Bancorp poised to achieve
the stated mission of being a high performing banking corporation that provides
superior financial services to its communities.
Bancorp's two subsidiaries, Klickitat Valley Bank (Klickitat Valley), and
Columbia River Banking Company (Columbia River), joined forces on March 1, 1997
resulting in a single interstate banking subsidiary - Columbia River Banking
Company - doing business as Columbia River Bank, Juniper Banking Company and
Klickitat Valley Bank. Management believes this merger will result in
streamlined financial reporting, greater management efficiencies and enhanced
opportunities for all employees.
Columbia Bancorp reported net income of $1,762,094, or $.77 per share for
the six months ended June 30, 1997. This represented a 44.2% increase in net
income, as compared to $1,222,057, or $.53 per share, for the six months ended
June 30, 1996. Net income of $1,049,692, or $.45 per share for the quarter ended
June 30, 1997 represented a 51.3% increase in net income as compared to
$693,583, or $.30 per share for the quarter ended June 30, 1996. The increased
earnings during the quarter ended June 30, 1997 reflected primarily the
expansion of Bancorp's interest-earning assets and increased net interest
income.
The net income added to shareholders' equity during the first six months
of 1997 was offset, in part, by dividends declared and paid of $385,191. A first
quarter dividend of $.08 per share was paid May 1 to shareholders of record
April 1. On June 19, the Bancorp board declared a second-quarter dividend of
$.09 per share payable August 1 to shareholders of record July 1, 1997. With the
payment of the declared dividend, approximately 22% of earnings will have been
returned to shareholders, the remainder being retained to fund the continued
strong growth of Bancorp.
MATERIAL CHANGES IN FINANCIAL CONDITION
Material changes in financial condition for the six months ended June 30,
1997 include an increase in total assets, primarily in loans. Funds were
provided for these changes primarily by an increase in total deposits and
short-term borrowings, and a reduction in federal funds sold and cash and due
from banks.
At June 30, 1997, total assets increased 10.0%, or approximately $20.1
million, over total assets at December 31, 1996. An increase of $24.2 million in
loans, a decrease of $4.4 million in cash and cash equivalents were the major
components of the change in total assets. The increase in loans is reflected in
increases in all loan categories and is indicative of the continuing good local
economy, and the efforts of experienced loan professionals capitalizing on
borrowers' desire for service and value-added products.
Bancorp experienced an increase in deposits of $15.0 million during the
first six months of 1997. Interest bearing demand deposits increased $7.4
million, and non-interest bearing deposits increased $4.7 million, and time
certificate deposits and IRA's increased $3.6 million at June 30, 1997 as
compared to December 31, 1996. Management believes deposit increases are due to
continuing marketing efforts and helped by continued customer dissatisfaction
with merger and consolidation activities by competition in the markets served by
the Bank.
Short-term borrowings from the Federal Home Loan Bank of Seattle were
utilized to fund the strong growth in loan demand and increased $3.6 million as
compared to end of year borrowings.
All other changes experienced in asset and liability categories during the
first six months of 1997 were comparatively modest.
9
<PAGE> 10
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Total interest income increased $1,195,072 for the six months ended June
30, 1997, and $673,288 for the quarter ended June 30, 1997, as compared to the
same periods in 1996. This increase is primarily due to the increase in loans
and investment securities held in 1997 as compared to 1996.
Total interest expense also increased $201,752 for the six months ended
June 30, 1997 and $135,831 for the quarter ended June 30, 1997, as compared to
the same periods in 1996. This increase is primarily due to the increase in
interest bearing deposits held during 1997 as compared to 1996.
The increase in interest earned, offset in part by the increase in
interest paid, served to increase Bancorp's net interest income by $993,330 for
the six months ended June 30, 1997, as compared to the six months ended June 30,
1996. Net income per common share increased to $.77 for the first six months of
1997 from $.53 for the first six months of 1996.
Noninterest income increased approximately $180,000 for the six months
ended June 30, 1997 as compared to the same period in 1996. This increase is
primarily attributable to increases in income generated by service charges and
fees on deposit accounts, and the financial services division of the bank.
Noninterest expense increased approximately $249,000 for the six months
ended June 30, 1997 as compared to the comparable 1996 period. The increase for
the six month period was primarily attributable to increases in salaries and
employee benefits and occupancy expenses. The opening of the Bend, Oregon branch
of Juniper Banking Company, and commitment and investment in technology were
primary forces in the increased expense in these categories. Other category
increases were offset in part by the reduction in other noninterest expenses.
LOAN LOSS PROVISION
During the six months ended June 30, 1997, Bancorp charged a $250,000 loan
loss provision to operations, as compared to $75,000 charged during the same
period in 1996. Loans recoveries, net of loans charged off, was $73,743 during
the six months ended June 30, 1997, as compared to net charged off loans of
$13,772 for the like period in 1996.
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 and anticipated future economic trends
impacting the areas and customers served by Bancorp.
LIQUIDITY AND CAPITAL RESOURCES
Bancorp's subsidiary, Columbia River, has adopted policies to maintain a
relatively liquid position to enable it to respond to changes in the financial
environment. Generally, the Bank's major sources of liquidity is customer
deposits, sales and maturities of investment securities, the use of federal
funds markets 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 analysis of liquidity should also include a review of the changes that
appear in the consolidated statement of cash flows for the first six months of
1997. The statement of cash flows includes operating, investing and financing
categories. Operating activities include net income of $1,762,094, which is
adjusted for non-cash items and increases or decreases in cash due to changes in
certain assets and liabilities. Investing activities consisted 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
accounts, and reflect the dividend paid to shareholders.
10
<PAGE> 11
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.
At June 30, 1997, the Bancorp's tier-one and total risk-based capital ratios
were 13.43% and 14.27%, respectively. The FRB's minimum risk-based capital ratio
guidelines for Tier 1 and total capital are 4% and 8%, respectively. At June 30,
1997, the capital-to-assets ratio under leverage ratio guidelines was
approximately 9.94%. The FRB's current minimum leverage capital ratio guideline
is 3%.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Columbia Bancorp was scheduled for
and begun on April 17, 1997. On that date, the shareholders voted to adjourn the
meeting to April 29, 1997 on which date it was concluded. Three items were put
to a vote of the shareholders: Increase in Authorized Shares of Bancorp Common
Stock; Increase in Maximum Number of Bancorp Board Members; and Election of
Directors of Bancorp.
The increase in authorized shares of Bancorp Common Stock from 4,000,000
to 10,000,000 was approved. There were 1,655,992 votes cast for; 168,681 votes
cast against; and 28,386 abstained.
The increase in the maximum number of Bancorp Board Members from 12 to 15
was not approved. Under the Columbia Bancorp Articles of Incorporation, changes
to the number of directors require a 75% majority to pass. There were 1,661,088
votes cast for; 187,387 votes cast against; and 4,584 abstained.
At the meeting, George W. Hall was reelected for a one-year term, Dennis
Carver was reelected to a two-year term, and Jane F. Lee, Stephen D. Martin,
Jean McKinney, and Greg Walden, were reelected to three-year terms. James B.
Roberson withdrew his nomination due to the failure of the passage of the
increase in the number of Bancorp directors, as noted above. Voting on the
election of directors was as follows:
<TABLE>
<CAPTION>
Votes For Votes Against Abstain
--------- ------------- -------
<S> <C> <C> <C>
George W. Hall 1,816,977 4,187 31,895
Dennis Carver 1,772,574 48,590 31,895
Jane F. Lee 1,813,492 44,386 31,895
Stephen D. Martin 1,729,440 91,724 31,895
Jean McKinney 1,748,296 72,868 31,895
Greg Walden 1,776,778 44,386 31,895
James B. Roberson Withdrew nomination
</TABLE>
Directors continuing in office include Robert L.R. Bailey, Donald T.
Mitchell, Charles F. Beardsley, William A. Booth, Donald C. Gomes and Terry L.
Cochran. Upon completion of the annual meeting, Ted M. Freeman resigned his
position as a director of Bancorp due to the failure of the passage of the
increase in the number of Bancorp directors, as noted above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27 Article 9 Financial Data Schedule for Form 10-QSB
(b) No current reports on Form 8-K were filed during the quarter ended June 30,
1997.
12
<PAGE> 13
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 7, 1997 /s/ TERRY L. COCHRAN
----------------------------------------------
Terry L. Cochran
President & Chief Executive Officer
Dated: August 7, 1997 /s/ NEAL T. McLAUGHLIN
----------------------------------------------
Neal T. McLaughlin, VP, Chief Financial
Officer - Columbia River Banking Company; and
Chief Accounting Officer - Columbia Bancorp
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM COLUMBIA
BANCORPS CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN ITS QUARTERLY REPORT ON
FORM 10-QSB FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 14,144,931
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 4,880,159
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 35,851,577
<INVESTMENTS-CARRYING> 14,887,390
<INVESTMENTS-MARKET> 0
<LOANS> 143,756,528
<ALLOWANCE> 1,318,319
<TOTAL-ASSETS> 220,396,051
<DEPOSITS> 193,781,486
<SHORT-TERM> 3,900,000
<LIABILITIES-OTHER> 1,370,610
<LONG-TERM> 300,000
0
0
<COMMON> 5,375,506
<OTHER-SE> 15,668,449
<TOTAL-LIABILITIES-AND-EQUITY> 220,396,051
<INTEREST-LOAN> 6,860,613
<INTEREST-INVEST> 1,583,636
<INTEREST-OTHER> 135,087
<INTEREST-TOTAL> 8,579,336
<INTEREST-DEPOSIT> 3,000,448
<INTEREST-EXPENSE> 3,029,046
<INTEREST-INCOME-NET> 5,550,290
<LOAN-LOSSES> 250,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,747,267
<INCOME-PRETAX> 2,589,597
<INCOME-PRE-EXTRAORDINARY> 1,762,094
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,762,094
<EPS-PRIMARY> .77
<EPS-DILUTED> .77
<YIELD-ACTUAL> 0<F1>
<LOANS-NON> 16,000
<LOANS-PAST> 974,000
<LOANS-TROUBLED> 50,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 994,576
<CHARGE-OFFS> 10,870
<RECOVERIES> 84,613
<ALLOWANCE-CLOSE> 1,318,319
<ALLOWANCE-DOMESTIC> 1,318,319
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>INFORMATION NOT CALCULATED FOR INTERIM REPORTS
</FN>
</TABLE>
