UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q SB
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2000
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OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number 0-29687
EAGLE BANCORP
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(Exact name of registrant as specified in its charter)
UNITED STATES OF AMERICA 81-0531318
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporator or organization)
1400 PROSPECT AVENUE
HELENA, MONTANA 59601
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(Address of principal executive offices/ZIP Code)
Registrant's telephone number, including area code 406-442-3080
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Indicate by check 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 ___
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As of May 5, 2000, there were 1,223,572 shares of the Registrant's
common stock outstanding.
Traditional Small Business Disclosure Format (check one):
Yes X No ___
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The Registrant is Eagle Bancorp. It had, as of March 31, 2000, not
conducted any operations, and had no operating results. It did not conduct
operations until the consummation of the transaction contemplated in the Amended
and Restated Plan of Mutual Holding Company Reorganization and Stock Issuance
involving Eagle Bancorp and American Federal Savings Bank (the "Bank"), a
federally chartered mutual savings bank. Attached hereto as Exhibit 99.1 are the
relevant portions of the Thrift Financial Report ("TFR") of the Bank. The
portions are incorporated herein by reference. As of March 31, 2000, the
Registrant was in formation, as disclosed in its registration statement on Form
SB-2 (Registration No. 333-93077). Upon the consummation of the reorganization
of the Bank from its present mutual form to the stock form, the Registrant
became the stock holding company for the Bank. The Registrant's common stock is
held by the public and Eagle Financial MHC, its mutual holding company. As of
March 31, 2000, the Bank remained a mutual entity and, as such, its financial
information was filed with the OTS on the TFR.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Not applicable as the reorganization of the Bank had not been
consummated as of March 31, 2000.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS,
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES.
None
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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
99.1 - Portions of Thrift Financial Report of American
Federal Savings Bank for the quarter ended 3/31/00
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
causes this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
EAGLE BANCORP
Dated: May 5, 2000 By: /s/Larry A. Dreyer
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Larry A. Dreyer
President and Chief Executive Officer
Dated: May 5, 2000 /s/Peter J. Johnson
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Peter J. Johnson
Senior Vice President and Treasurer
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AMERICAN FEDERAL SAVINGS BANK
Statement of Financial Condition
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March 31, 2000 June 30, 1999
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(Unaudited)
ASSETS
<S> <C> <C>
Cash and due from banks $ 2,229,837 $ 2,566,171
Interest-bearing deposits with banks 100,000 4,175,000
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Total cash and cash equivalents 2,329,837 6,741,171
Investment securities available for sale, 17,589,604 16,590,332
at market value
Investment securities held-to-maturity 11,121,725 14,497,696
Federal Home Loan Bank stock, at cost 1,370,900 1,301,200
Mortgage loans held-for-sale 422,876 1,066,384
Loans receivable, net of deferred loan fee 105,189,349 97,036,135
and allowance for loan losses
Accrued interest and dividends receivable 854,648 739,071
Mortgage servicing rights 1,346,622 1,279,041
Property and equipment, net 7,076,291 7,361,072
Cash surrender value of life insurance 2,017,456 1,948,570
Real estate acquired in settlement of loans, 81,853 0
net of allowance for losses
Other assets 541,411 330,700
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Total assets $149,942,572 $148,891,372
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LIABILITIES
Deposit accounts:
Noninterest bearing $ 5,465,545 $ 5,222,747
Interest bearing 115,785,517 115,598,941
Advances from Federal Home Loan Bank 8,374,445 12,574,445
Stock orders received 3,935,622 0
Accrued expenses and other liabilities 1,856,765 1,601,720
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Total liabilities 135,417,894 134,997,853
EQUITY
Retained earnings 14,856,420 14,099,920
Accumulated other comprehensive (loss) income (331,742) (206,401)
----------- -----------
Total equity 14,524,678 13,893,519
Total liabilities and equity $149,942,572 $148,891,372
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AMERICAN FEDERAL SAVINGS BANK
Statement of Income
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Three Months Ended Nine Months Ended
March 31, March 31,
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2000 1999 2000 1999
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(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Interest and Dividend Income:
Interest and fees on loans $2,063,253 $1,997,972 $6,081,573 $6,116,246
Interest on deposits with banks 579 98,269 58,298 275,158
FHLB Stock dividends 21,803 23,967 69,792 70,823
Securities available for sale 266,235 170,737 770,068 562,181
Securities held to maturity 182,456 176,022 592,243 563,956
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Total interest and dividend income 2,534,326 2,466,967 7,571,974 7,588,364
--------- --------- --------- ---------
Interest Expense:
Deposits 1,120,994 1,050,345 3,378,415 3,288,215
FHLB Advances 164,932 202,834 472,955 633,776
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Total interest expense 1,285,926 1,253,179 3,851,370 3,921,991
--------- --------- --------- ---------
Net Interest Income 1,248,400 1,213,788 3,720,604 3,666,373
Loan loss provision 0 15,000 15,000 45,000
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Net interest income after loan
loss provision 1,248,400 1,198,788 3,705,604 3,621,373
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Noninterest income:
Net gain on sale of loans 35,564 191,222 193,816 589,001
Demand deposit service charges 123,434 111,822 368,350 344,872
Mortgage loan servicing fees 74,690 67,996 225,269 191,552
Net gain (loss) on sale of available
for sale securities 0 0 (30,355) (6,039)
Other 104,809 92,634 271,410 269,265
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Total noninterest income 338,497 463,674 1,028,490 1,388,651
--------- --------- --------- ---------
Noninterest expense:
Salaries and employee benefits 696,621 605,215 2,000,984 1,800,657
Occupancy expenses 113,291 106,167 327,898 323,320
Furniture and equipment
depreciation 81,148 75,365 240,377 209,874
In-house computer expense 34,903 43,141 112,740 129,624
Advertising expense 21,981 18,905 96,287 80,931
Amortization of mtg servicing fees 25,479 35,309 87,255 107,284
Federal insurance premiums 7,279 17,416 41,856 51,343
Postage 34,403 31,065 76,902 75,452
Legal,accounting, and
examination fees 25,251 20,006 59,369 63,247
Consulting fees 7,645 13,995 27,070 20,670
ATM processing 17,799 17,267 55,740 51,247
Other 149,309 144,784 501,983 479,154
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Total noninterest expense 1,215,109 1,128,635 3,628,461 3,392,803
--------- --------- --------- ---------
Income before provision for
income taxes 371,788 533,827 1,105,633 1,617,221
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Provision for income taxes 119,000 205,300 349,134 593,736
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Net income $ 252,788 $ 328,527 $ 756,499 $ 1,023,485
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