UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q SB
(MarkOne)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1999
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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
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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 April 3, 2000, there were 0 shares of the Registrant's common
stock outstanding.
Traditional Small Business Disclosure Format (check one):
Yes X No
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<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The Registrant is Eagle Bancorp. It has, as of the date hereof, not
conducted any operations has no operating results and will not conduct
operations until 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 December 31, 1999, and the
date hereof, 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 will become the stock holding company for the Bank and the
Registrant's common stock will be held by the public and Eagle Financial MHC,
its mutual holding company. As of December 31, 1999, 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 has not been
consummated as of the dated hereof.
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
<PAGE>
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 12/31/99
(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 (In Formation)
Dated: April 3, 2000 By: /s/
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Larry A. Dreyer
President and Chief Executive Officer
Dated: April 3, 2000 /s/
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Peter J. Johnson
Senior Vice President and Treasurer
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American Federal Savings Bank
1400 PROSPECT AVENUE Office of Thrift Supervision
HELENA , MT 59601 1999 Thrift Financial Report
Docket Number: 4902 Schedule - SC
for the quarter ending: 12/31/1999 Consolidated Statement of Condition
================================================================================
(Report in
Thousands
ASSETS Line of Dollars)
------ ---- -----------
Cash, Deposits and Investment Securities: Total SC10 23,248
Cash and Noninterest-Earning Deposits SC110 5,492
U.S. Government and Agency Securities SC130 7,714
Equity Securities Subject to SFAS No. 115 SC140 0
Mortgage Derivative Securities SC150 411
Interest-Earning Deposits in FHLBs SC162 14
Other Interest-Earning Deposits SC166 0
Federal Funds Sold and Securities Purchased Under
Agreements to Resell SC170 0
State and Municipal Obligations SC180 3,886
Other Investment Securities SC185 5,443
Accrued Interest Receivable SC190 288
General Valuation Allowances SC199 0
Mortgage Pool Securities: Total SC20 10,882
Insured or Guaranteed by an Agency or Instrument
of the United States SC210 10,818
Other Mortgage Pool Securities SC215 0
Accrued Interest Receivable SC220 64
General Valuation Allowances SC227 0
Mortgage Loans: Total SC23 82,368
Construction Loans on:
1-4 Dwelling Units SC230 1,571
5 or More Dwelling Units SC235 0
Nonresidential Property SC240 99
Permanent Mortgages on:
1-4 Dwelling Units:
Closed-End First Mortgages and Junior Liens SC250 73,606
Revolving, Open-End Loans SC253 0
5 or More Dwelling Units SC256 637
Nonresidential Property (Except Land) SC260 6,252
Land SC265 388
Accrued Interest Receivable SC272 237
Advances for Taxes and Insurance SC275 8
Allowance for Loan and Lease Losses SC283 430
Nonmortgage Loans: Total SC30 20,800
Commercial Loans: Total SC32 1,900
Secured, Other than Mortgage SC300 1,900
Unsecured SC303 0
Financing Leases SC306 0
Consumer Loans: Total SC34 18,950
Closed-End:
Loans on Deposits SC310 431
Home Improvement Loans SC316 10,219
Education Loans SC320 742
Auto Loans SC323 3,442
Mobile Home Loans SC326 350
Other, Including Leases SC330 1,389
Open-End:
Revolving Loans Secured by 1-4 Dwelling Units SC340 1,893
Credit Cards and Related Plans SC345 484
Accrued Interest Receivable SC348 220
Allowance for Loan and Lease Losses SC357 270
Repossessed Assets: Total SC40 0
Real Estate:
Construction SC405 0
1-4 Dwelling Units SC415 0
5 or More Dwelling Units SC425 0
Nonresidential (Except Land) SC426 0
Land SC428 0
Other Repossessed Assets SC430 0
General Valuation Allowances SC441 0
Real Estate Held for Investment SC45 0
Memo: General Valuation Allowances SC481 0
Equity Investments Not Subject to
SFAS No. 115 (Excluding FHLB Stock) SC50 0
Memo: General Valuation Allowances SC529 0
Office Premises and Equipment SC55 7,134
Other Assets: Total SC58 5,134
Servicing Assets on:
Mortgage Loans SC642 1,354
Nonmortgage Loans SC644 0
Interest-only Strip Receivables and
Certain Other Instruments
SC655 0
Goodwill and Other Intangible Assets SC660 0
Other Assets SC690 3,780
Memo Detail of Other Assets
Code Amount
SC691 1 SC692 1,349
SC693 18 SC694 1,994
SC697 7 SC698 386
General Valuation Allowances SC699 0
Total Assets SC60 149,566
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LIABILITIES
Deposits SC710 121,802
Escrows SC783 1,474
Unamortized Yield Adjustments on Deposits SC715 0
Borrowings: Total SC72 11,041
Advances from FHL Bank SC720 11,041
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase SC730 0
Subordinated Debentures (Including Mandatory
Convertible Securities) SC735 0
Mortgage Collaterlized Securities Issued:
CMOs (including REMICs) SC740 0
Other SC745 0
Other Borrowings SC760 0
Other Liabilities: Total SC75 981
Accrued Interest Payable - Deposits SC763 0
Accrued Interest Payable - Other SC766 47
Accrued Taxes SC776 0
Accounts Payable SC780 747
Deferred Income Taxes SC790 152
Other Liabilities and Deferred Income SC796 35
Memo: Detail of Other Liabilities
Code Amount
SC791 99 SC792 9
SC794 99 SC795 4
SC797 99 SC798 3
Total Liabilities SC70 135,298
Redeemable Preferred Stock and Minority Interest SC799 0
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EQUITY CAPITAL
Perpetual Preferred Stock:
Cumulative SC812 0
Noncumulative SC814 0
Common Stock:
Par Value SC820 0
Paid in Excess of Par SC830 0
Unrealized Gains (Losses) on
Available-for-Sale Securities SC860 -371
Retained Earnings SC880 14,639
Other Components of Equity Capital SC890 0
Total Equity Capital SC80 14,268
Total Liabilities, Redeemable Preferred Stock,
Minority Interest and Equity Capital SC90 149,566
<PAGE>
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American Federal Savings Bank
1400 PROSPECT AVENUE Office of Thrift Supervision
HELENA , MT 59601 1999 Thrift Financial Report
Docket Number: 4902 Schedule - SO
for the quarter ending: 12/31/1999 Consolidated Statement of Operations
================================================================================
(Report in
Thousands of
Dollars)
Line For the Quarter
---- ---------------
Interest Income: Total SO11 2,505
Deposits and Investment Securities SO110 296
Mortgage Pool Securities SO120 173
Mortgage Loans SO140 1,515
Nonmortgage Loans:
Commercial Loans and Leases SO160 102
Consumer Loans and Leases SO170 419
Amortization of Deferred Gains (Losses) on
Asset Hedges SO180 0
Interest Expense: Total SO21 1,277
Deposits SO215 1,138
Escrows SO266 0
Advances from FHLBank SO230 139
Subordinated Debentures (Including Mandatory
Convertible Securities) SO240 0
Mortgage Collateralized Securities Issued SO250 0
Other Borrowed Money SO260 0
Other Items:
Capitalized Interest SO271 0
Amortization of Deferred Losses (Gains) on
Liability Hedges SO280 0
Net Cost of Matched Interest Rate Swaps SO290 0
Net Interest Income (Expense) Before Provision
for Losses on Interest-Bearing Assets SO311 1,228
Net Provision for Losses on Interest-Bearing
Assets SO321 0
Net Interest Income (Expense) After Provision
for Losses on Interest-Bearing Assets SO331 1,228
Noninterest Income: Total SO40 358
Mortgage Loan Servicing Fees SO410 55
Other Fees and Charges SO420 146
Net Income (Loss) from:
Sale of Assets Held for Sale and
Available-for-Sale Securities SO430 70
Operations and Sale of Repossessed Assets SO461 0
LOCOM Adjustments Made to Assets Held for
Sale SO465 0
Sale of Securities Held-to-Maturity SO467 0
Sale of Loans Held for Investment SO475 0
Sale of Other Assets Held for Investment SO477 0
Trading Assets (Realized and Unrealized) SO485 0
Other Noninterest Income SO491 87
Memo: Detail of Other Noninterest Income
Code Amount
SO493 1 SO494 24
SO495 99 SO496 27
SO497 99 SO498 11
Noninterest Expense: Total SO51 1,181
All Personnel Compensation and
Expense SO510 693
Legal Expense SO520 0
Office Occupancy and Equipment
Expense SO530 249
Marketing and Other Professional
Services SO540 41
Loan Servicing Fees SO550 0
Amortization of Goodwill SO560 0
Net Provision for Losses on
Noninterest-bearing Assets SO570 0
Other Noninterest Expense SO580 198
Memo: Detail of Other Noninterest Expense
Code Amount
SO581 7 SO582 40
SO583 99 SO584 18
SO585 1 SO586 18
Income (Loss) Before Income Taxes SO60 405
Income Taxes: Total SO71 74
Federal SO710 55
State, Local, and Other SO720 19
Income (Loss) Before Extraordinary
Items and Effects of Accounting
Changes SO81 331
Extraordinary Items, Net of Tax
Effect, and Cumulative Effect of
Changes in Accounting Principles SO811 0
NET INCOME (LOSS) SO91 331
