EAGLE BANCORP INC
10QSB, 1999-11-15
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB

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

                 For the Quarterly Period Ended September 30, 1999

                                       OR

( )          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 0-25923


                               EAGLE BANCORP, INC
             (Exact name of registrant as specified in its charter)

             Maryland                                            52-2061461
(State of other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

7815 Woodmont Avenue, Bethesda, Maryland                            20814
(Address of principal executive offices)                          (Zip Code)

                                 (301) 986-1800
              (Registrant's telephone number, including area code)

                                       N/A
         (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 latest practical date.

         As of September 30, 1999, the registrant had 1,650,000 shares of Common
Stock outstanding.


<PAGE>





                               EAGLE BANCORP, INC.

                                 BALANCE SHEETS
                    September 30, 1999 AND DECEMBER 31, 1998

                                     ASSETS

<TABLE>
<CAPTION>

                                                                September 30,       December 31,
                                                                    1999               1998
                                                              -----------------  -----------------
<S>                                                           <C>                <C>

Cash and due from banks                                       $      5,373,027   $      1,292,006
Federal funds sold                                                   1,114,498          5,429,047
Investment securities available for sale                            24,254,934         22,569,699
Loans(net of allowance for credit losses of
$481,037 and $163,800)                                              56,251,658         19,984,124
Premises and equipment, net                                          2,715,864          2,396,075
Other assets                                                           641,026            368,232
                                                              ----------------   ----------------

     TOTAL ASSETS                                             $     90,351,007   $     52,039,183
                                                              ----------------   ----------------

                              LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:

Deposits:
   Noninterest-bearing demand                                 $     15,113,619   $      4,096,392
   Interest-bearing transaction accounts                             9,890,985          3,664,012
   Savings and money market                                         20,536,242         17,061,269
   Time, $100,000 or more                                           11,499,563          5,621,543
   Other time                                                        8,920,980          4,187,677
                                                              ----------------   ----------------
     Total deposits                                                 65,961,389         34,630,893
Customer repurchase agreements                                       8,668,143          2,304,694
Other borrowings                                                     1,700,000                 --
Other liabilities                                                      238,984            154,101
                                                              ----------------   ----------------
     Total liabilities                                              76,568,516         37,089,688
                                                              ----------------   ----------------

STOCKHOLDERS' EQUITY:

Common stock, $.01 par value; 5,000,000
authorized, 1,650,000 issued and outstanding                            16,500             16,500
Surplus                                                             16,483,500         16,483,500
Accumulated deficit                                                 (2,393,554)        (1,561,660)
Accumulated other comprehensive income (loss)                         (323,955)            11,155
                                                              ----------------   ----------------
     Total stockholders' equity                                     13,982,491         14,949,495
                                                              ----------------   ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $     90,351,007   $     52,039,183
                                                              ----------------   ----------------

</TABLE>


See notes to consolidated financial statements

                                       2


<PAGE>



                               EAGLE BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>


                                                       Nine Months Ended  Nine Months Ended   Three Months Ended  Three Months Ended
                                                       September 30, 1999 September 30, 1998  September 30, 1999  September 30, 1998
                                                       ------------------ ------------------  ------------------  ------------------
<S>                                                           <C>                <C>                    <C>              <C>

INTEREST INCOME:
   Interest and fees on loans                                 $ 2,149,326        $    17,271            978,295          17,271
   Taxable interest and dividends on investment securities      1,073,555            391,877            341,998         187,816
   Interest on federal funds and securities purchased under
     agreement to resell                                          174,714             37,133             30,090          37,133
                                                              -----------        -----------       -----------     -----------
     Total interest income                                      3,397,595            446,281          1,350,383         242,220
                                                              -----------        -----------       -----------     -----------
INTEREST EXPENSE:
   Interest on deposits                                         1,132,319             42,535           409,524          42,535
   Interest on customer repurchase agreements                     170,226              2,134            69,338           2,134
   Interest on short-term borrowings                               23,663             15,699            19,933            --
                                                              -----------        -----------       -----------     -----------
     Total interest expense                                     1,326,208             60,368           498,795          44,669
                                                              -----------        -----------       -----------     -----------

NET INTEREST INCOME                                             2,071,387            385,913           851,588         197,551

PROVISION FOR CREDIT LOSSES                                       325,700             29,300           139,000          29,300
                                                              -----------        -----------       -----------     -----------

NET INTEREST INCOME AFTER PROVISION FOR
    CREDIT LOSSES                                               1,745,687            356,613           712,588         168,251
                                                              -----------        -----------       -----------     -----------

NONINTEREST INCOME:
   Service charges on deposit accounts                             91,584              4,858            34,359           4,858
   Other income                                                    47,015                 --            22,142              --
                                                              -----------        -----------       -----------     -----------
     Total noninterest income                                     138,599              4,858            56,501           4,858
                                                              -----------        -----------       -----------     -----------

NONINTEREST EXPENSES:
   Salaries and employee benefits                               1,452,961            617,833           500,937         397,779
   Premises and equipment expenses                                538,273             94,829           192,715          94,829
   Stationary and printing                                         46,358             32,344            15,145          32,344
   Professional fees                                               60,400             70,583            16,215           6,021
   Outside data processing                                        106,988             43,026            44,725          43,026
   Other expenses                                                 506,711            271,143           166,402         123,463
                                                              -----------        -----------       -----------     -----------
   Loss on sale of available for sale securities                    4,489                 --             4,489              --
                                                              -----------        -----------       -----------     -----------
     Total noninterest expenses                                 2,716,180          1,129,758           940,628         697,462
                                                              -----------        -----------       -----------     -----------

NET LOSS BEFORE INCOME TAX BENEFIT                               (831,894)          (768,287)         (171,539)       (524,353)

INCOME TAX BENEFIT                                                     --                 --                --              --
                                                              -----------        -----------       -----------     -----------

NET LOSS                                                      $  (832,894)          (768,287)         (171,539)       (524,353)
                                                              -----------        -----------       -----------     -----------

LOSS PER SHARE:
   Basic                                                      $     (0.50)             (1.26)            (0.10)          (0.32)
   Diluted                                                    $     (0.50)             (1.26)            (0.10)          (0.32)

</TABLE>


See notes to consolidated financial statements

                                       3

<PAGE>



                               EAGLE BANCORP, INC.

                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                            September 30, 1999   September 30, 1999
                                                                                            ------------------   -------------------
<S>                                                                                           <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                                      $   (831,894)           (768,287)
Adjustments to reconcile net loss to net cash used by
   Operating activities:
  Provision for credit losses                                                                      325,700              29,300
  Depreciation and amortization                                                                    210,437               9,364
  Loss on sale of investment securities                                                              4,489                  --
  Increase in accrued interest and other assets                                                   (272,794)           (295,524)
  Increase in accrued expenses and other liabilities                                                84,883              39,404
                                                                                              ------------        ------------

        Net cash (used) by operating activities                                                   (479,179)           (985,743)
                                                                                              ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investment securities                                          (41,643,226)        (54,095,098)
Proceeds from maturities of available for sale securities                                       39,618,392          35,257,092
Decrease (increase) in federal funds sold                                                        4,314,549          (4,231,812)
Net increase in loans                                                                          (36,593,234)         (2,922,134)
Bank premises and equipment acquired                                                              (530,226)         (1,526,605)
                                                                                              ------------        ------------

        Net cash used by investing activities                                                  (34,833,745)        (27,518,557)
                                                                                              ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits                                                                            31,330,496          11,938,899
Increase in customer repurchase agreements                                                       6,363,449             682,761
Increase in other borrowings                                                                     1,700,000                  --
Decrease in payable to organizers                                                                       --            (130,000)
Increase in common stock subscriptions                                                                  --          16,500,000
                                                                                              ------------        ------------

         Net cash provided by financing activities                                              39,393,945          28,991,660
                                                                                              ------------        ------------

NET INCREASE IN CASH                                                                             4,081,021             487,360

CASH AND DUE FROM BANKS AT BEGINNING OF
PERIOD                                                                                           1,292,006               7,214
                                                                                              ------------        ------------

CASH AND DUE FROM BANKS AT END OF PERIOD                                                      $  5,373,027        $    494,574
                                                                                              ------------        ------------

</TABLE>


See notes to consolidated financial statements

                                       4

<PAGE>



                               EAGLE BANCORP, INC
 Consolidated Statements Of Changes In Stockholders' Equity For The Nine Months
                            Ending September 30, 1999

<TABLE>
<CAPTION>


                                                                                             Accumulated
                                                                                                Other           Total
                                                     Common                    Accumulated  Comprehensive   Stockholders'
                                                      Stock       Surplus        Deficit       Income          Equity
                                                   -----------------------------------------------------------------------
<S>                                                   <C>        <C>            <C>            <C>             <C>

Balances at December 31, 1998                         $ 16,500   $ 16,483,500   $(1,561,660)   $ 11,155       $ 14,949,495


Net Loss                                                                           (831,894)                      (831,894)

Other comprehensive income-
    Unrealized gain on investment
      securities available for sale                                                            (335,110)          (335,110)
                                                                                                              ------------

Total other comprehensive loss                                                                                  (1,167,004)
                                                                                                              ------------

Balances at September 30, 1999                        $ 16,500   $ 16,483,500   $(2,393,554)  $(323,955)       $13,782,491
                                                   -----------------------------------------------------------------------

</TABLE>


See notes to consolidated financial statements

                                       5

<PAGE>


                               EAGLE BANCORP, INC.

                          NOTES TO FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     General - The financial  statements of Eagle Bancorp,  Inc. (the "Company")
     included  herein are  unaudited;  however,  they  reflect  all  adjustments
     consisting  only of normal  recurring  accruals  that,  in the  opinion  of
     Management,  are  necessary  to present  fairly the results for the periods
     presented.  Certain  information and note disclosures  normally included in
     financial   statements  prepared  in  accordance  with  Generally  Accepted
     Accounting  Principles have been condensed or omitted pursuant to the rules
     and  regulations  of the Securities  and Exchange  Commission.  The Company
     believes  that  the  disclosures  are  adequate  to  make  the  information
     presented not  misleading.  The results of operation for the three and nine
     months ended  September  30, 1999,  are not  necessarily  indicative of the
     results of operations to be expected for the remainder of the year.

2.   NATURE OF BUSINESS

     The  Company,  through its bank  subsidiary,  provides  domestic  financial
     services  primarily in Montgomery County,  Maryland.  The primary financial
     services include real estate,  commercial and consumer lending,  as well as
     traditional  demand  deposits and savings  products.  From October 28, 1997
     until  July 20,  1998,  when the Bank  received  regulatory  approval,  the
     Company was considered a development stage enterprise.

3.   INCOME TAXES

     The Company uses the  liability  method of  accounting  for income taxes as
     required  by SFAS  No.  109,  "Accounting  for  Income  Taxes."  Under  the
     liability method,  deferred-tax assets and liabilities are determined based
     on differences between the financial statement carrying amounts and the tax
     basis of existing assets and liabilities (i.e.,  temporary differences) and
     are  measured  at the  enacted  rates  that  will be in effect  when  these
     differences  reverse.  Deferred  income taxes will be recognized when it is
     deemed more likely than not that the benefits of such deferred income taxes
     will be  realized;  accordingly,  no  deferred  income  taxes or income tax
     benefits have been recorded by the Company.

4.   EARNINGS

     Earnings per common share is computed by dividing net income  (loss) by the
     weighted  average  number of common shares  outstanding  during the period.
     Diluted net income  (loss) per common  share is  computed  by dividing  net
     income (loss) by the weighted  average number of common shares  outstanding
     during  the  period,   including  any  potential   dilutive  common  shares
     outstanding, such as options and warrants.

     The  calculation  of net income per common  share for the nine months ended
     September  30, 1998 was based on an effective  stock date of June 22, 1998.
     Basic and diluted  earnings  per share are the same for the nine months and
     three months ended  September  30, 1999 and  September 30, 1998 because the
     inclusion of any stock equivalents would have been antidilutive.




                                       6

<PAGE>


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

     This  discussion  and  analysis  provides  an  overview  of  the  financial
     condition and results of operations of Eagle Bancorp,  Inc. ("Company") and
     EagleBank  ("Bank") for the nine and three months ended September 30, 1999.
     In general,  comparative  discussion of the results of  operations  for the
     three and nine months ended  September  30, 1999 and  September 30, 1998 is
     not  provided,  as the Company had limited  operations  and  organizational
     activity in the first and second  quarters of 1998,  and only two months of
     operations  in the third  quarter and as such,  comparisons  do not provide
     accurate  or  meaningful  information  regarding  the  Company's  financial
     position or results of operations.

     Forward  Looking  Statements.  This  discussion  contains  forward  looking
     statements  within the meaning of the  Securities  Exchange Act of 1934, as
     amended,  including statements of goals, intentions, and expectations as to
     future trends,  plans, events or results of Company operations and policies
     and regarding general economic conditions.  These statements are based upon
     current  and  anticipated  economic  conditions,   nationally  and  in  the
     Company's  market,  interest rates and interest rate policy,  the year 2000
     issue, competitive factors and other conditions which, by their nature, are
     not  susceptible  to  accurate  forecast,  and are  subject to  significant
     uncertainty.  Because of these  uncertainties  and the assumptions on which
     this discussion and the forward looking statements are based, actual future
     operations  and  results in the future  may  differ  materially  from those
     indicated  herein.  Readers are cautioned against placing undue reliance on
     any such  forward  looking  statement.  The Company  does not  undertake to
     update any forward looking statement to reflect occurrences or events which
     may not have been anticipated as of the date of such statements.

GENERAL

     Eagle Bancorp,  Inc. was incorporated under the general corporation laws of
     the State of  Maryland,  on  October  28,  1997,  and is  headquartered  in
     Bethesda,  Maryland.  The  Company  was  formed to be the  registered  bank
     holding  company for  EagleBank,  its Maryland  chartered  commercial  bank
     subsidiary.

     On July 20, 1998, having received the required  approvals from the State of
     Maryland and Federal Reserve System and been accepted for deposit insurance
     by the FDIC,  EagleBank opened its first office in Rockville,  Maryland and
     the  Company  became  a  bank  holding  company.   The  Company   initially
     capitalized  the Bank with $7.75 million.  Since its opening,  the Bank has
     established  a branch in Silver  Spring and its main office in Bethesda.  A
     third branch  office was approved  and opened in  September  1999.  The new
     branch,  is located at 850 Sligo Avenue,  Silver Spring,  and is the Bank's
     second office in Silver Spring.

     At September 30, 1999, the Company had made total capital  contributions to
     the Bank of $11.75  million.  The Company  monitors  the Bank's  growth and
     plans to make additional  contributions to the Bank's capital at such times
     as  it  deems  necessary  in  order  to  maintain  the  Bank's  capital  at
     appropriate levels.  These contributions are from proceeds of the Company's
     original  offering  which have been  retained  at the  Company.  In view of
     strong growth at the Bank,  discussed in this analysis,  the Company made a
     capital  contribution in September sufficient to allow the Bank to maintain
     adequate capital levels and to accommodate reasonable levels of anticipated
     further growth.

FINANCIAL CONDITION

     As of  September  30,  1999,  assets were $90.3  million and  deposits  and
     customer  repurchase  agreements were $74.6 million,  an increase from year
     end 1998 of 73.6% and 100.2%  respectively.  Management is pleased with the
     growth  experienced  during the nine months and the fact it represents core
     growth from a cross section of businesses targeted by the Bank.

     Loans  increased  $36.5 million for the nine months as compared to year end
     1998,  with $18 million of the increase  coming in the third quarter.  This
     represents  an  increase  of  47%  in  the  third  quarter.  Management  is
     particularly  pleased with the strong third  quarter loan growth  following
     two quarters of moderate growth.

                                       7

<PAGE>


     At September 30, 1999,  the Company had  borrowings of $1.7 million.  These
     borrowings  were of a short term nature and were for the purpose of funding
     loans  originated  by the Bank but which  exceeded the Bank's legal lending
     limit.  The Company  anticipates  the use of short term borrowing for funds
     management purposes as it assists the Bank with its growth plans.

RESULTS OF OPERATIONS

     On a consolidated basis the Company recorded a net loss of $831,894 for the
     nine months ended  September 30, 1999, and a loss of $171,539 for the three
     months ended September 30, 1999. The loss for the third quarter compares to
     a loss of $361,619  for the first  quarter  and a loss of $298,736  for the
     second  quarter.  These  losses  were  expected  and  are  consistent  with
     anticipated  results.  The Bank  reported a loss of $1.077  million for the
     nine month period,  while the Company  realized net earnings on capital not
     invested in the Bank of $245  thousand.  On a per share basis,  the Company
     has a net lost $0.50 for the nine  months  ended  September  30,  1999,  as
     compared  to a net loss of  $1.26  per  share  for the  nine  months  ended
     September 30, 1998. The loss for the 1998 period reflects the fact that the
     Company  had  shares  outstanding  for only 101 days  during the first nine
     months of 1998,  resulting in a significantly lower average weighted number
     of shares  outstanding.  These  losses  are  expected  to be reduced in the
     future as the Bank increases its deposit base and generates additional loan
     volume.

     As noted above,  the Bank ended the nine months with  deposits and customer
     repurchase  agreements at $74.6 million and has increased  lending activity
     resulting  in a net  increase in loans,  from year end,  of $36.5  million.
     While  deposit  and  customer  repurchase  agreement  growth  has  exceeded
     projections,  the competitive  market caused lending activity to lag behind
     expectations.  The loan growth in the third  quarter was  gratifying  as it
     brought  outstanding  loans in line  with  expectations.  The Bank has been
     committed  to  maintaining  a  high  quality   portfolio  which  returns  a
     reasonable market rate and is,  therefore,  being selective in the loans it
     is approving.  Although,  there maybe a small  sacrifice in current income,
     the Company  believes the Bank will benefit from this  practice in the long
     term.

     The Company and Bank plan to maintain the allowance for credit losses at an
     adequate  level and  ended the  quarter  with an  allowance  of .96% of its
     outstanding  loans  adjusted  for cash  secured  loans and $4.7  million of
     participation  loans  considered  of  minimal  risk  due  to an  underlying
     guarantee. The Bank is in the process of adopting a loan allowance analysis
     process  which may  dictate  an  allowance  at a level  different  than the
     present percentage of outstandings. This process is expected to be in place
     by year end and may result in an  allowance  that  differs on a  percentage
     basis from the amount maintained at September 30, 1999.

     It was  expected  that the Bank would  sustain  losses  during its start up
     period and not show an operating profit for any month for at least eighteen
     months after opening for  business.  Establishment  of additional  branches
     could extend that period for several months.  Earnings from  investments by
     the Company of capital not invested in the Bank partially offsets losses of
     the Bank and,  on a  consolidated  basis,  the  Company  may show a monthly
     profit earlier, although there can be no assurance of this.

NET INTEREST INCOME

     Net interest income is the difference between income on assets and the cost
     of funds supporting those assets.  Earning assets are composed primarily of
     loans and investments;  interest  bearing deposits and customer  repurchase
     agreements  and other  borrowings  make up the cost of  funds.  Noninterest
     bearing  deposits  and capital are other  components  representing  funding
     sources.  Changes in the volume and mix of assets and funding sources along
     with the changes in yields earned and rates paid,  determine changes in net
     interest income.

     The net interest  income for the nine months ended  September 30, 1999, was
     $2,071,387,  and $851,588 for the three  months ended  September  30, 1999.
     Continued  growth of the loan  portfolio  will result in it  contributing a
     greater  portion of interest  income both because of volume and yield.  The
     yield on loans is 3% to 5% higher than on  investment  portfolio  holdings.
     During the nine and three months  ended  September  30,  1999,  the average
     yield on loans  remained at 8.64% for each  period,  as compared to average
     yields of 5.22% and 5.34% on the Bank's investment portfolio.

                                       8

<PAGE>

     Total interest  expense of $1,326,208  for the nine months ended  September
     30, 1999 and $498,795 for the three months ended  September  30, 1999,  has
     remained  stable as relating  to rate but  increased  because of  increased
     deposit  volume.  Rates paid are a function  of the market and the Bank has
     offered  competitive  rates while building  relationships and does not have
     any reliance on brokered  funds.  Total deposits and repurchase  agreements
     increased  by  approximately  $37.6  million  at  September  30,  1999 over
     December 31, 1998,  with $12.0 million of that increase coming in the third
     quarter.  The average rate on deposits and customer  repurchase  agreements
     was 3.68% for the nine months ended September 30, 1999.

ALLOWANCE AND PROVISION FOR CREDIT LOSSES

     The provision for credit losses  represents the expense  recognized to fund
     the allowance for credit losses. This amount is based on many factors which
     reflect  management's  assessment of the risk in its loan portfolio.  Those
     factors include economic  conditions and trends,  the value and adequacy of
     collateral, volume and mix of the portfolio,  performance of the portfolio,
     internal loan processes and capital adequacy of the Company and Bank.

     At September 30, 1999,  management elected to maintain an allowance of .96%
     of outstanding  loans.  Based  principally on current economic  conditions,
     perceived asset quality and the Company's capital  position,  the allowance
     is believed to be adequate.  At September  30, there were no  commercial or
     real estate loans past due more than thirty days and only one consumer loan
     over  thirty  days in the  amount  of  $3,000.  For the nine  months  ended
     September 30, 1999, the Company made a provision for possible credit losses
     of  $325,700,  including a provision of $139,000 for the three months ended
     September 30, 1999.

     During the quarter the Bank  experienced  its first loan loss in the amount
     of $8,463  following  the  disposition  of  collateral  securing  the loan.
     Collection efforts are continuing for further recovery.

NONINTEREST INCOME

     Noninterest income primarily represents deposit account service charges and
     fees and noninterest loan fees and amounted to $138,599 for the nine months
     and $56,501 for the quarter.  This source of income is expected to increase
     as the Bank's deposit account base and loan volume increase.  Management is
     continually  seeking  sources of  noninterest  income and during the second
     quarter entered into an agreement with an off premise ATM service  provider
     which will result in commission income to the Bank. Other sources are being
     considered and will be pursued if management believes they are viable.

NONINTEREST EXPENSE

     Noninterest  expense was  $2,716,180 for the nine month period and $940,628
     for the third quarter with more than 50% representing salaries and employee
     benefit  costs.  Management  has made a  concentrated  effort to budget and
     monitor noninterest  expenses and believes it has established  practices to
     control these expenses while meeting the  requirements  of an  aggressively
     growing bank.

YEAR 2000

     The year 2000 ("Y2K")  issue is the result of computer  programs  using two
     digits to define  the year,  rather  than  four.  Therefore,  any  computer
     programs that have time-sensitive  software may recognize a date using "00"
     as the year 1900 rather than the year 2000.  This could  result in a system
     failure or  miscalculations  causing  disruptions of operations,  including
     among other things,  a temporary  inability to process  transactions,  send
     invoices,  or engage in  similar  normal  business  activities.  Timely and
     accurate data processing is essential to the operations of the Company.

     The Company enjoys certain  advantages as it addresses year 2000 issues. It
     is not encumbered with embedded  systems and programs  purchased years ago,
     but has, and is  installing,  new monitored  applications.  The Bank's data
     processing  is outsourced  and the Bank is carefully  reviewing its service
     provider  to assure that it is meeting its  schedule  for full  compliance.
     During the  months of March and April the Bank has and will be testing  the
     servicer's  compliance  with year 2000.  The tests  conducted in March went
     well and all systems seemed to be compliant.

                                       9

<PAGE>

     Year 2000 was a major issue in the selection of the Bank's data  processing
     provider and was foremost in its  consideration  of other  acquisitions  of
     systems and applications. At the same time the Bank is actively testing its
     systems and requiring its vendors to show evidence of readiness for Y2K. As
     a result of the base from which the Company  commenced its operations,  the
     Company believes that  incremental  costs related to Y2K compliance are not
     expected  to be  material  to the  financial  performance  of the  Company.
     Because all systems and services are new and were  purchased Y2K compliant,
     the  estimated  cost of testing  and  reviewing  is not  expected to exceed
     $25,000.

     The Bank is also  working  with  customers  to increase  awareness in their
     businesses of the need for and importance of Y2K attention.

     The  Board of  Directors  of the Bank is  active  in its  oversight  of Y2K
     preparedness and regularly receives reports from management. The failure of
     the Company, its principal data processing provider,  its customers,  or of
     other service providers,  including utilities,  and government agencies, to
     be year 2000  compliant in a timely manner could have a negative  impact on
     the  Company's  business,  including  but not  limited to an  inability  to
     provide accurate and timely processing of customer transactions, and delays
     in loan collection practices. The Company's belief that it, and its primary
     suppliers of data processing services, will be Y2K compliant,  are based on
     a number of assumptions  and on statements  made by third parties,  involve
     events and actions which may be beyond the control of the Company,  and are
     subject to uncertainty. The Company also is not able to predict the effect,
     if any,  on the  Company,  financial  markets  or society in general of the
     public's reaction to Y2K.




                                       10

<PAGE>


                            PART II OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS

                           None.

         ITEM 2.  CHANGES IN SECURITIES

                           None.

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                           None.

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                           None

         ITEM 5.  OTHER INFORMATION

                           None.

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

                           (11)  Statement Re: Computation of Per Share Earnings

                           (21)  Subsidiaries of the Registrant

                           The only subsidiary of the registrant is EagleBank, a
                           Maryland chartered commercial banking company.

                           (27)  Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None.



                                       11

<PAGE>


                                  EXHIBIT INDEX


         Exhibit No.       Description

             (11)          Statement Re; Computation of Per Share Earnings

             (21)          Subsidiaries of the Registrant

                           The only subsidiary of the registrant is EagleBank, a
                           Maryland chartered commercial banking company.

             (27)          Financial Data Schedule








                                       12

<PAGE>



                                   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.




EAGLE BANCORP, INC.


Date:  November 10, 1999     By:    /s/  Ronald D. Paul
                                    --------------------------------------------
                                    Ronald D. Paul, President



Date: November 10, 1999      By:    /s/ Wilmer L. Tinley
                                    --------------------------------------------
                                    Wilmer L. Tinley, Senior Vice President, CFO

                                       13





                                                                      Exhibit 11

                 Statement of Computation of Per Share Earnings

         Set forth below are the bases for the computation of earnings per share
for the periods shown. The Company had no shares  outstanding  prior to June 22,
1998.

                                                 Nine Months Ended September 30,
                                                 -------------------------------
             Earnings (loss) Per Common Share         1999              1998

                  Basic                              $(0.50)           (1.26)

                  Average Shares Outstanding        1,650,000         610,440

                  Diluted                            $(0.50)           (1.26)

                  Average Shares Outstanding        1,650,000         610,440







                                       14


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule  contains summary  financial  information  extracted from the Form
10-QSB  and  is  qualified  in its  entirety  by  reference  to  such  financial
statements.
</LEGEND>
<CIK>    0001050441
<NAME>   Eagle Bancorp, Inc.
<MULTIPLIER>                                                      1,000

<S>                             <C>
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<FISCAL-YEAR-END>                                           DEC-31-1999
<PERIOD-END>                                                SEP-30-1999
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<INT-BEARING-DEPOSITS>                                                0
<FED-FUNDS-SOLD>                                                  1,114
<TRADING-ASSETS>                                                      0
<INVESTMENTS-HELD-FOR-SALE>                                      24,280
<INVESTMENTS-CARRYING>                                                0
<INVESTMENTS-MARKET>                                                  0
<LOANS>                                                          56,733
<ALLOWANCE>                                                         481
<TOTAL-ASSETS>                                                   90,376
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<SHORT-TERM>                                                     10,368
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<LONG-TERM>                                                           0
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                                                 0
                                                           0
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<TOTAL-LIABILITIES-AND-EQUITY>                                   90,376
<INTEREST-LOAN>                                                   2,149
<INTEREST-INVEST>                                                 1,073
<INTEREST-OTHER>                                                    174
<INTEREST-TOTAL>                                                  3,397
<INTEREST-DEPOSIT>                                                1,132
<INTEREST-EXPENSE>                                                1,326
<INTEREST-INCOME-NET>                                             2,071
<LOAN-LOSSES>                                                       326
<SECURITIES-GAINS>                                                  (4)
<EXPENSE-OTHER>                                                     507
<INCOME-PRETAX>                                                   (832)
<INCOME-PRE-EXTRAORDINARY>                                        (832)
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                      (832)
<EPS-BASIC>                                                    (0.50)
<EPS-DILUTED>                                                    (0.50)
<YIELD-ACTUAL>                                                     6.87
<LOANS-NON>                                                           0
<LOANS-PAST>                                                          0
<LOANS-TROUBLED>                                                      0
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<ALLOWANCE-OPEN>                                                    164
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<ALLOWANCE-CLOSE>                                                   481
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</TABLE>


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