EAGLE BANCORP INC
10QSB, 1999-08-10
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 June 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 March 31, 1999,  the  registrant  had 1,650,000  shares of Common
Stock outstanding.


<PAGE>







                               EAGLE BANCORP, INC.

                                 BALANCE SHEETS
                       JUNE 30, 1999 AND DECEMBER 31, 1998

                                     ASSETS


<TABLE>
<CAPTION>


                                                                  June 30,         December 31,
                                                                    1999               1998
                                                              -----------------  -----------------

<S>                                                         <C>                <C>
Cash and due from banks                                     $        3,274,676   $     1,292,006
Federal funds sold                                                   5,032,399         5,429,047
Investment securities available for sale                            26,827,610        22,569,699
Loans(net of allowance for credit losses of
$350,500 and $163,800)                                              38,248,910        19,984,124
Premises and equipment, net                                          2,573,088         2,396,075
Other assets                                                           676,597           368,232
                                                              -----------------  -----------------

     TOTAL ASSETS                                           $       76,633,280   $    52,039,183

                              LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:

Deposits:
   Noninterest-bearing demand                               $       10,200,361   $     4,096,392
   Interest-bearing transaction accounts                             9,185,370         3,664,012
   Savings and money market                                         19,391,550        17,061,269
   Time, $100,000 or more                                            7,112,753         5,621,543
   Other time                                                        7,347,221         4,187,677
                                                              -----------------  -----------------
     Total deposits                                                 53,237,255        34,630,893
Customer repurchase agreements                                       9,038,672         2,304,694
Other borrowings                                                       100,000                 -
Other liabilities                                                      243,544           154,101
                                                              -----------------  -----------------
     Total liabilities                                              62,619,471        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                                                 (2,222,015)       (1,561,660)
Accumulated other comprehensive income (loss)                         (264,176)           11,155
                                                              -----------------  -----------------
     Total stockholders' equity                                     14,013,809        14,949,495
                                                              -----------------  -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $       76,633,280   $    52,039,183
                                                              -----------------  -----------------

</TABLE>


See notes to consolidated financial statements

                                       2

<PAGE>




                               EAGLE BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<CAPTION>



                                                       Six Months        Six Months      Three Months     Three Months
                                                      June 30, 1999     June 30, 1998    June 30, 1999    June 30, 1998
                                                      --------------    --------------   -------------    -------------
<S>                                                   <C>               <C>              <C>              <C>
INTEREST INCOME:
   Interest and fees on loans                         $   1,171,031     $           -    $    702,735     $         -
   Taxable interest and dividends on investment
     securities                                             731,557                 -         352,597               -
   Interest on federal funds and securities
     purchased under agreement to resell                    144,624           204,061          69,697         180,615
                                                      --------------    --------------   -------------    ------------
     Total interest income                                2,047,212           204,061       1,125,029         180,615
                                                      --------------    --------------   -------------    ------------
INTEREST EXPENSE:
   Interest on deposits                                     722,795                 -         362,579               -
   Interest on customer repurchase agreements               100,888                 -          68,000               -
   Interest on short-term borrowings                          3,730            15,699           2,553          10,617
                                                      --------------    --------------   -------------    ------------
     Total interest expense                                 827,413            15,699         433,132          10,617
                                                      --------------    --------------   -------------    ------------
NET INTEREST INCOME                                       1,219,799           188,362         691,897         169,998

PROVISION FOR CREDIT LOSSES                                 186,700                 -         120,700               -
                                                      --------------    --------------   -------------    ------------
NET INTEREST INCOME AFTER PROVISION FOR
    CREDIT LOSSES                                         1,033,099           188,362         571,197         169,998
                                                      --------------    --------------   -------------    ------------
NONINTEREST INCOME:
   Service charges on deposit accounts                       57,225                 -          33,922               -
   Other income                                              24,873                 -          12,556               -
                                                      --------------    --------------   -------------    ------------
     Total noninterest income                                82,098                 -          46,478               -
                                                      --------------    --------------   -------------    ------------
NONINTEREST EXPENSES:
   Salaries and employee benefits                           952,024           220,054         476,852         147,290
   Premises and equipment expenses                          345,558             1,896         182,992           1,548
   Advertising                                               49,070                 -          24,011               -
   Insurance expense                                         46,255                 -          22,671               -
   Outside data processing                                   62,263                 -          37,726               -
   Other expenses                                           320,382           210,336         172,159         159,739
                                                      --------------    --------------   -------------    ------------
     Total noninterest expenses                           1,775,552           432,286         916,411         308,577
                                                      --------------    --------------   -------------    ------------

NET LOSS BEFORE INCOME TAX BENEFIT                         (660,355)         (243,924)       (298,736)       (138,579)

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

NET LOSS                                              $    (660,355)    $    (243,924)   $   (298,736)    $  (138,579)
                                                      --------------    --------------   -------------    ------------

LOSS PER SHARE:
   Basic                                              $       (0.40)    $       (2.97)   $      (0.18)    $     (0.85)
   Diluted                                            $       (0.40)    $       (2.97)   $      (0.18)    $     (0.85)

</TABLE>


See notes to consolidated financial statements

                                       3

<PAGE>




                               EAGLE BANCORP, INC.

                            STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                  June 30, 1999        June 30, 1998
                                                                                 -----------------   -----------------
<S>                                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                         $       (660,355)   $       (243,934)
Adjustments to reconcile net loss to net cash
  used by
  Operating activities:
  Provision for credit losses                                                             186,700                   -
  Depreciation and amortization                                                           136,857               1,896
  Increase in accrued interest and other assets                                          (308,365)           (151,030)

  Increase (decrease) in accrued expenses and
    other liabilities                                                                      89,443             594,436
                                                                                 -----------------   -----------------
        Net cash (used) by operating activities                                          (555,720)            201,368
                                                                                 -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale investment securities                                 (41,642,782)                  -
Proceeds from maturities of available for sale securities                              37,109,540                   -
Decrease in federal funds sold                                                            396,648                   -
Net increase in loans                                                                 (18,451,486)                  -
Bank premises and equipment acquired                                                     (313,870)           (844,135)
                                                                                 -----------------   -----------------
        Net cash used by investing activities                                         (22,901,950)           (844,135)
                                                                                 -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits                                                                   18,606,362                   -
Increase in customer repurchase agreements                                              6,733,978                   -
Increase in other borrowings                                                              100,000                   -
Decrease in payable to organizers                                                               -            (130,000)
Increase in common stock subscriptions                                                          -          16,500,000
                                                                                 -----------------   -----------------
        Net cash provided by financing activities                                      25,440,340          16,370,000
                                                                                 -----------------   -----------------
NET INCREASE IN CASH                                                                    1,982,670          15,727,233

CASH AT BEGINNING OF PERIOD                                                             1,292,006               7,214
                                                                                 -----------------   -----------------

CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                                                        $      3,274,676    $     15,734,447
                                                                                 -----------------   -----------------

</TABLE>


See notes to consolidated financial statements


                                       4

<PAGE>




                               EAGLE BANCORP, INC
  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS
                              ENDING JUNE 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                                                                          (660,355)                          (660,355)

Other comprehensive income-
    Unrealized gain on investment
      securities available for sale                                                             (275,331)            (275,331)
                                                                                                                  ------------
Total other comprehensive income (loss)                                                                              (935,686)
                                                                                                                  ------------

Balances at June 30, 1999                  $ 16,500       $ 16,483,500         $(2,222,015)    $(264,176)         $14,013,809
                                          ----------     ---------------     ---------------   ----------         ------------


</TABLE>

See notes to consolidated financial statements



<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 six
     months ended June 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 three and six months
     ended June 30, 1998 was based on an effective  stock date of June 22, 1998.
     Basic and  diluted  earnings  per share are the same for the six months and
     three months ended June 30, 1999 and June 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 six and three  months  ended June 30, 1999.  In
     general,  comparative discussion of the results of operations for the three
     and six months  ended June 30, 1999 and June 30, 1998 is not  provided,  as
     the Company had no  operations  other than  organizational  activity in the
     first and second quarters of 1998, and as such,  comparisons do not provide
     accurate  or  meaningful  information  regarding  the  Company's  financial
     position or results of operations.

     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 ( "EagleBank" or the "Bank").

     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 has been approved and will open in late August or early
     September 1999. The new branch,  to be located at 850 Sligo Avenue,  Silver
     Spring, will be the Bank's second office in Silver Spring.

     At June 30, 1999, the Company had made total capital  contributions  to the
     Bank of $9.5 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 will make a capital
     contribution  in  August  or  September  sufficient  to  allow  the Bank to
     maintain  adequate capital levels and to accommodate  reasonable  levels of
     anticipated further growth.

FINANCIAL CONDITION

     As of June 30,  1999,  assets were $76.6  million and deposits and customer
     repurchase  agreements were $62.3 million,  an increase from year end 1998,
     of 47.3% and 68.6%  respectively.  Management  is  pleased  with the growth
     experienced  during the six months and the fact that the growth came from a
     cross section of businesses targeted by the Bank.

     Loans  increased  by $7.2 million  during the first  quarter as compared to
     December 31, 1998, And increased an additional  $11.1 million in the second
     quarter.

                                       7

<PAGE>

RESULTS OF OPERATIONS

     On a consolidated basis the Company recorded a net loss of $660,355 for the
     six months ended June 30, 1999, and a loss of $298,736 for the three months
     ended June 30, 1999. The loss for the second quarter  compares to a loss of
     $361,619  for  the  first  quarter.  These  losses  were  expected  and are
     consistent with anticipated  results.  The Bank reported a loss of $814,833
     for the six month  period,  while the  Company  realized  net  earnings  on
     capital not  invested in the Bank of $154,478.  On a per share  basis,  the
     Company  has a net lost $0.40 for the six months  ended June 30,  1999,  as
     compared to a net loss of $2.97 per share for the six months ended June 30,
     1998.  The loss for the 1998 period  reflects the fact that the Company had
     shares  outstanding for only nine days during the first six 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 six months with  deposits and customer
     repurchase  agreements  at $62.3  million  and lending  activity  increased
     resulting  in a net  increase in loans,  from year end,  of $18.3  million.
     While  deposit  and  customer  repurchase  agreement  growth  has  exceeded
     projections,  the  competitive  market has caused  lending  activity to lag
     behind  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 Bank plans to maintain the  allowance  for credit losses at an adequate
     level and ended the  quarter  with an  allowance  of 1% of its  outstanding
     loans.   The  Company,   exclusive  of  the  Bank,  held  $4.7  million  in
     participation  loans.  No  allowance is being  maintained  on $4 million of
     those  loans  considered  to be  of  minimal  risk  due  to  an  underlying
     guarantee,  however,  1% is maintained for the remaining  loans held by the
     Company.

     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 six  months  ended  June 30,  1999,  was
     $1,219,799,  and $691,897  for the three  months ended June 30, 1999.  As a
     result of the growth in the loan portfolio, the three months ended June 30,
     1999 was the first period in which a majority of total interest income came
     from interest on loans as opposed to interest on investment  securities and
     federal funds sold.  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 six and three  months ended June 30, 1999,
     the  average  yield on loans was 8.65% and 8.78%,  as  compared  to average
     yields of 5.11% and 5.03% on the Company's investment portfolio.

     Total  interest  expense of $827,413 for the six months ended June 30, 1999
     and $433,132 for the three months ended June 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

                                       8

<PAGE>

     and does not have any  reliance  on  brokered  funds.  Total  deposits  and
     repurchase  agreements  increased by approximately  $25 million at June 30,
     1999 over December 31, 1998,  with $11.0 million of that increase coming in
     the second  quarter.  The average rate on deposits and customer  repurchase
     agreements was 3.70% for the six months ended June 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.

     During the  quarter,  management  elected to maintain an allowance of 1% of
     outstanding  loans.  Based  principally  on  current  economic  conditions,
     perceived  asset quality and a strong  capital  position,  the allowance is
     believed  to be  adequate.  At June 30,  there were no  commercial  or real
     estate loans past due more than thirty days and only two consumer loan over
     thirty days in the amount of $17,000.

NONINTEREST INCOME

     Noninterest  income is primarily  deposit  account service charges and fees
     and  noninterest  loan fees and  amounted to $82,098 for the six months and
     $46,478 for the  quarter.  This source of income is expected to increase as
     the Bank's  deposit  account  base  increases.  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  $1,775,552  for the six month period and $916,411
     for the  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.

     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


                                       9

<PAGE>

     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

                           On May 14, 1999, the annual  meeting of  shareholders
         of the Company was held for the purpose ) electing  five (5)  directors
         to serve until the next annual  meeting and until their  successors are
         duly  elected  and  qualified;  (2)  considering  and  voting  upon the
         Company's 1998 Stock Option Plan; (3) ratifying the  appointment of the
         Company's independent auditors.

         The name of each director  elected at the meeting,  who  constitute the
         entire Board of Directors in office upon completion of the meeting, and
         the votes cast for such persons are set forth below.

<TABLE>
<CAPTION>


            ---------------------------------------------------------------------------------------------------
                    Name                  For            Against/Withheld      Abstentions     Broker Non-votes
            ---------------------------------------------------------------------------------------------------
            <S>                     <C>                 <C>                   <C>             <C>
            Leonard L. Abel               1,205,027               6,800                    -                  -
            --------------------   ------------------   ------------------   ---------------   ----------------
            Eugene F. Ford, Sr.           1,205,027               6,800                    -                  -
            --------------------   ------------------   ------------------   ---------------   ----------------
            William A. Koier              1,205,027               6,800                    -                  -
            --------------------   ------------------   ------------------   ---------------   ----------------
            Ronald D. Paul                1,205,027               6,800                    -                  -
            --------------------   ------------------   ------------------   ---------------   ----------------
            H.L. Ward                     1,205,027               6,800                    -                  -
            --------------------   ------------------   ------------------   ---------------   ----------------

</TABLE>

         The vote by which the  Company's  1999 Stock Option  Plan,  pursuant to
         which  options to purchase up to 247,500  shares of common stock may be
         issued to  officers,  directors  and  employees  of the Company and its
         subsidiaries, was approved, was as follows:

         For:                        969,545
         Against:                     30,600
         Abstain:                     35,700
         Broker Non-votes:           175,982

         The vote for  ratification  of the  appointment of Stegman & Company as
         the Company's independent auditors was as follows:

         For:                     1,181,027
         Against:                         -
         Abstain:                    30,800
         Broker Non-votes:                -

        ITEM 5  OTHER INFORMATION

                           None.



                                       11

<PAGE>



         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.









                                       12

<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










                                       13

<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:  August 10, 1999        By:  /s/  Ronald D. Paul
                                  ----------------------------------------------
                                   Ronald D. Paul, President



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









                                       14






                                                                      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.

                                                  Six Months Ended June 30,
                                          --------------------------------------
     Earnings (loss) Per Common Share             1999                 1998

        Basic                                   $(0.40)               (2.97)

        Average Shares Outstanding             1,650,000              82,044

        Diluted                                 $(0.40)               (2.97)

        Average Shares Outstanding             1,650,000              82,044








                                       15

<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>
<PERIOD-TYPE>                    6-MOS
<FISCAL-YEAR-END>                                           DEC-31-1999
<PERIOD-END>                                                JUN-30-1999
<CASH>                                                            3,275
<INT-BEARING-DEPOSITS>                                                0
<FED-FUNDS-SOLD>                                                  5,032
<TRADING-ASSETS>                                                      0
<INVESTMENTS-HELD-FOR-SALE>                                      26,828
<INVESTMENTS-CARRYING>                                                0
<INVESTMENTS-MARKET>                                                  0
<LOANS>                                                          38,599
<ALLOWANCE>                                                         351
<TOTAL-ASSETS>                                                   76,633
<DEPOSITS>                                                       53,237
<SHORT-TERM>                                                      9,039
<LIABILITIES-OTHER>                                                 344
<LONG-TERM>                                                           0
<COMMON>                                                             17
                                                 0
                                                           0
<OTHER-SE>                                                       13,997
<TOTAL-LIABILITIES-AND-EQUITY>                                   76,633
<INTEREST-LOAN>                                                   1,171
<INTEREST-INVEST>                                                   732
<INTEREST-OTHER>                                                    145
<INTEREST-TOTAL>                                                  2,047
<INTEREST-DEPOSIT>                                                  723
<INTEREST-EXPENSE>                                                  827
<INTEREST-INCOME-NET>                                             1,220
<LOAN-LOSSES>                                                       187
<SECURITIES-GAINS>                                                    0
<EXPENSE-OTHER>                                                   1,776
<INCOME-PRETAX>                                                   (660)
<INCOME-PRE-EXTRAORDINARY>                                        (660)
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                      (660)
<EPS-BASIC>                                                    (0.40)
<EPS-DILUTED>                                                    (0.40)
<YIELD-ACTUAL>                                                     6.58
<LOANS-NON>                                                           0
<LOANS-PAST>                                                          0
<LOANS-TROUBLED>                                                      0
<LOANS-PROBLEM>                                                       0
<ALLOWANCE-OPEN>                                                    164
<CHARGE-OFFS>                                                         0
<RECOVERIES>                                                          0
<ALLOWANCE-CLOSE>                                                   351
<ALLOWANCE-DOMESTIC>                                                351
<ALLOWANCE-FOREIGN>                                                   0
<ALLOWANCE-UNALLOCATED>                                             351


</TABLE>


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