EAGLE BANCORP INC /GA/
10QSB, 1996-08-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                                      15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                       FOR THE PERIOD ENDED JUNE 30, 1996

                                       OR

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                                  15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       FOR THE TRANSITION PERIOD FROM TO

                  For the quarter ended Commission file number
                             June 30, 1996 0-19228

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

GEORGIA 58-1860526
(State or other jurisdiction of (I.R.S.  Employer incorporation or organization)
identification No.)

335 South Main Street, P.O. Box 638
Statesboro, Georgia 30458
(Address of principal executive offices)

Registrant's telephone number, including area code: (912) 764-8900

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  and  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 Registrant's classes of
common stock, as of the close of the period covered by this Report.

862,845 shares of Common Stock, $1 par value per share,  were  outstanding as of
August 14, 1996.













<PAGE>




                              EAGLE BANCORP, INC.
                                 AND SUBSIDIARY


                                      Index

                          Part I. Financial Statements

                                    Page No.

           Item 1. Consolidated Balance Sheets.......................1
                   Consolidated Statements of Income...............2,3
                   Consolidated Statements of Cash Flows.............4
                   Note to Consolidated Financial Statements.........6


           Item 2. Management's Discussion and Analysis
                        or Plan of Operations..................6 to 14


                           Part II. Other Information

          Item 1. Legal Proceedings.................................16

          Item 2. Changes in Securities.............................16

          Item 3. Defaults Upon Senior Securities...................16

          Item 4. Submission of Matters to a Vote
                            of Security Holders.....................16

          Item 5. Other Information.................................16

          Item 6. Exhibits and Reports on Form 8-K.............18 & 19


          Signatures................................................17























<PAGE>



Part I. Financial Statements
Item 1.
<TABLE>
<CAPTION>

                       EAGLE BANCORP, INC. AND SUBSIDIARY
                           Consolidated Balance Sheets
                                   (Unaudited)

            Assets
                                                          06/30/96        12/31/95
<S>                                                         <C>              <C>    

Cash and due from banks ............................   $  2,501,093    $  2,316,465
Federal funds sold .................................        110,000       1,260,000
Investment securities:
 Available for sale ................................      5,732,075       4,945,680
 Held to maturity ..................................      4,445,877       4,087,345
Loans, net of unearned income ......................     40,121,186      37,442,325
         Less allowance for possible
           loan losses .............................        609,000         570,000
                                                       ------------    ------------
                  Loans, net .......................     39,512,186      36,872,325
                                                       ------------     -----------

Premises and equipment, net ........................      2,493,303       2,548,695
Other assets .......................................        839,018         743,665
                                                       ------------    ------------
                                                       $ 55,633,552    $ 52,774,175
                                                       ============     ===========

         Liabilities and Shareholders' Equity

Liabilities:
   Deposits:
         Noninterest-bearing deposits ..............   $  4,650,717    $  4,253,543
         Interest-bearing deposits .................     43,314,117      40,629,146
                                                       ------------    ------------
                  Total deposits ...................     47,964,834      44,882,689
  Borrowings .......................................        577,750         700,000
  Accrued expenses and other liabilities ...........        720,757         776,866
  Accrued dividend payable .........................              0         215,689
                                                       ------------    ------------
                  Total liabilities ................     49,263,341      46,575,244
                                                        -----------    ------------
Shareholders' equity:
         Common stock, $1 par value. Authorized
          10,000,000 shares; 862,845 issued and
          outstanding ..............................        862,845         862,755
         Additional paid-in capital ................      4,821,527       4,820,492
         Retained earnings .........................        723,234         516,150
         Net unrealized holding losses on investment
           securities available for sale ...........        (37,395)        (   466)
                                                         ----------     ------------
                  Total shareholders' equity .......      6,370,211        ,198,931
                                                         ----------      -----------

                                                       $ 55,633,552     $ 52,774,175
                                                       ============     ============
</TABLE>


See accompanying note to consolidated financial statements.

                                     Page 1


<PAGE>


<TABLE>
<CAPTION>


                       EAGLE BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
                                                              Three months ended
                                                                    June 30,
<S>                                                         <C>             <C> 
                                                            1996            1995
Interest income:
         Loans, including fees ......................   $ 1,031,580    $   927,855
         Interest earning deposits in financial
             institutions ...........................             0          2,677
         Federal funds sold .........................        11,751         17,824
         Investment securities:
                  taxable ...........................       122,936        106,503
                  nontaxable ........................        21,041          7,059
                                                        -----------    -----------
                  Total interest income .............     1,187,308      1,061,918
                                                        -----------    -----------
Interest expense:
         Deposits ...................................       548,955        490,763
         Other borrowings ...........................         9,790              0
                                                        -----------    -----------
              Total interest expense ................       558,745        490,763
                                                        -----------    -----------

                  Net interest income ...............       628,563        571,155
Provision for possible loan losses ..................        20,735         26,652
                                                        -----------    -----------
                  Net interest income after provision
                    for possible loan losses ........       607,828        544,503
                                                        -----------    -----------
Noninterest income:
         Service charges on deposit accounts ........        91,893         79,663
         Securities losses ..........................        (4,766)        (4,531)
         Other operating income .....................        12,881         11,954
                                                        -----------    -----------
                  Total noninterest income ..........       100,008         87,086
                                                        -----------    -----------
Noninterest expense:
         Salaries and employee benefits .............       269,776        222,241
         Net occupancy and equipment expense ........        68,951         55,820
         Other operating expense ....................       206,531        201,674
                                                        -----------    -----------
                  Total noninterest expense .........       545,258        479,735
                                                        -----------    -----------
Income before income taxes ..........................       162,578        151,854

Income taxes ........................................        61,805         57,886

                                                        -----------    -----------
         Net income .................................   $   100,773    $    93,968
                                                        ===========    ===========


Net income per share ................................   $      0.11    $      0.11
                                                        ===========    ===========

</TABLE>

See accompanying notes to consolidated financial statements.
                                     Page 2



<PAGE>

<TABLE>
<CAPTION>


                       EAGLE BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
                                                              Six months ended
                                                                   June 30,
                                                            1996           1995
<S>                                                           <C>           <C>   
Interest income:
         Loans, including fees ......................   $ 2,071,799    $ 1,776,934
         Interest earning deposits in financial
             institutions ...........................             0          6,335
         Federal funds sold .........................        29,124         33,703
         Investment securities:
                   taxable ..........................       235,871        215,051
                   nontaxable .......................        40,535         14,145
                                                        -----------    -----------
                  Total interest income .............     2,377,329      2,046,168
                                                        -----------    -----------
Interest expense:
         Deposits ...................................     1,097,684        899,113
         Other borrowings ...........................        11,209              0
                                                        -----------    -----------
              Total interest expense ................     1,108,893        899,113

                  Net interest income ...............     1,268,437      1,147,055

Provision for possible loan losses ..................        34,263         31,652
                                                        -----------    -----------
                  Net interest income after provision
                    for possible loan losses ........     1,234,174      1,115,403
                                                        -----------    -----------
Noninterest income:
         Service charges on deposit accounts ........       178,796        159,420
         Securities losses ..........................        (4,766)        (4,531)
         Other operating income .....................        31,583         34,170
                                                        -----------    -----------
                  Total noninterest income ..........       205,613        189,059
                                                        -----------    -----------
Noninterest expense:
         Salaries and employee benefits .............       554,477        433,962
         Net occupancy and equipment expense ........       140,297        112,412
         Other operating expense ....................       415,255        393,795
                                                        -----------    -----------
                  Total noninterest expense .........     1,110,029        940,169
                                                        -----------    -----------
         Income before income taxes .................       329,758        364,293
Income taxes ........................................       122,674        138,594
                                                        -----------    -----------
         Net income .................................   $   207,084    $   225,699
                                                        ===========    ===========


Net income per common share .........................   $      0.23    $      0.26
                                                        ===========    ===========

</TABLE>



See accompanying notes to consolidated financial statements.

                                     Page 3



<PAGE>
<TABLE>
<CAPTION>



                               EAGLE BANCORP, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                Six months ended
                                                                     June 30,
                                                             1995            1995
<S>                                                           <C>             <C>   

Cash flows from operating activities:
Net income ..........................................   $   207,084    $   225,699
Adjustments to reconcile net income
  to net cash provided by operating activities:
         Provision for possible loan losses .........        34,263         31,652
         Depreciation ...............................        79,611         63,348
         Stock Compensation Expense .................         1,125              0
         Amortization and (accretion), net ..........        (9,556)        (7,144)
         Accretion of deferred loan fees ............       (14,208)       (13,385)
         Loan fees ..................................        29,167         53,315
         Amortization of organizational cost ........                        4.895          8,924
         Securities losses ..........................         4,766          4,531
         (Increase) decrease in other assets ........       (95,353)        15,294
         Increase (decrease) in other
             liabilities ............................       (56,109)       (21,178)
                                                         -----------    -----------
                  Net cash provided by
                           operating activities .....       185,685        361,056
                                                         -----------    -----------
Cash flows from investing activities:
         Increase in loans, net .....................    (2,678,861)    (3,848,393)
         Proceeds from:
            maturities of investment securities
                  held to maturity ..................     1,300,000      1,000,000
            sales of investment securities
                  available for sale ................       500,000      2,200,000
            maturities of interest earning deposits
                  in financial institutions .........             0        500,000
         Purchase of investment securities
              investment in interest-earning deposits
                  in financial institutions .........             0       (500,000)
              available for sale ....................    (1,333,651)    (2,111,908)
              held to maturity ......................    (1,658,532)             0
         Purchase of premises and equipment .........       (24,219)       (58,693)
                                                         -----------    -----------
                  Net cash used in investing
                           activities ...............    (3,895,263)    (2,818,994)
                                                         -----------    -----------



</TABLE>










                                     Page 4




<PAGE>




                  Consolidated Statements of Cash Flows (Cont)

                                                       Six months ended
                                                            June 30,
                                                      1996           1995
 
Cash flows from financing activities:
         Increase in deposits Net ............     3,082,145      2,264,803
         Increase (decrease) in
            federal funds purchased ..........      (700,000)             0
         Other borrowings ....................       577,750              0
         Cash dividend .......................      (215,689)             0
                                                  -----------   -----------
                Net cash provided by financing
                  activities .................     2,744,206      2,264,803
                                                  -----------   -----------
                Net decrease in cash and
                  cash equivalents ...........   (   965,372)  (    143,307)

Cash and cash equivalents at beginning
                  of period ..................     3,576,465      2,609,517
                                                 -----------    -----------
Cash and cash equivalents at end of
                  period .....................   $ 2,611,093    $ 2,466,210
                                                 ===========     ===========
Supplemental disclosures of cash paid during the period for:
         Interest ............................   $ 1,085,248    $   727,717
         Income taxes ........................   $   189,333    $    95,456































See accompanying notes to consolidated financial statements.

                                     Page 5



<PAGE>



                       EAGLE BANCORP, INC. AND SUBSIDIARY
                    NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1) Basis of Presentation

The unaudited  consolidated  financial  statements include the accounts of Eagle
Bancorp,  Inc. ("the Company") and its wholly owned  subsidiary,  Eagle Bank and
Trust.  The  accompanying  unaudited  consolidated  financial  statements do not
include all information and notes necessary for a fair presentation of financial
position,  results of  operations,  and cash flows in conformity  with generally
accepted accounting  principles.  All adjustments consisting of normal recurring
accruals which, in the opinion of management,  are necessary to a fair statement
of the financial  position and results of operations for the periods  covered by
this report have been included.









































                                     Page 6




<PAGE>




Item 2.

Management's Discussion and Analysis or Plan of Operations

                                    GENERAL

The following is a discussion of the Company's  financial  condition at June 30,
1996 compared to December 31, 1995,  and the results of its  operations  for the
three and six month  periods  ended June 30,  1996  compared  to the  comparable
periods  ended  June  30,  1995.  This  discussion  of the  Company's  financial
condition  and  results of  operations  should be read in  conjunction  with the
Company's unaudited  consolidated  financial  statements  appearing elsewhere in
this report and the  Company's  1995 Annual  Report on Form 10-KSB as filed with
the Securities and Exchange Commission.


Eagle Bancorp,  Inc. (the "Company") is a one-bank  holding company  providing a
full range of banking services to individual and corporate  customers in Bulloch
County and surrounding  areas through its wholly-owned  bank  subsidiary,  Eagle
Bank and Trust (the "Bank").  The Bank operates under a state charter granted by
the  Georgia  Department  of Banking  and  Finance  (the  "GDBF") and serves its
customers from its two banking facility in Statesboro, Georgia.


                              FINANCIAL CONDITION

During  the first six  months of 1996,  total  assets  increased  $2,859,377  or
approximately  5.4% (10.8% per annum) as  compared  to amounts at  December  31,
1995.  This  increase  was a result of the bank's  deposit  base  increasing  by
approximately  $3,082,145.  The Bank's asset mix changed by an increase in loans
of $2,678,861 or approximately 7.2% and an increase in investment  securities of
$1,144,927 when compared to the December 31, 1995 levels. This increase in loans
and  investments  was funded by the  increase in  deposits.  The  following is a
summary of the  Company's  deposits  by type at June 30, 1996 and  December  31,
1995:

                                             6/30/96      12/31/95


Noninterest-bearing demand deposits ...   $ 4,650,717   $ 4,253,543
NOW accounts ..........................     6,775,467     6,137,518
Money market accounts .................     1,992,191     2,096,008
Savings accounts ......................     2,640,237     2,650,107
Individual retirement accounts ........     2,854,911     2,762,189
Certificates of deposits of $100,000 or
    more ..............................     8,093,002     5,953,410
Certificates of deposits of $100,000 or
    less ..............................    20,958,309    21,029,914
                                          -----------   -----------
Total deposits ...............            $47,964,834   $44,882,689
                                           ==========  ============







                                     Page 7


<PAGE>



                           FINANCIAL CONDITION (cont)

The  Company's  rate of growth of  approximately  5.4% (10.8% per annum) for the
first half of 1996  approximates  the 5.4%  (10.8% per  annum)  growth  that the
Company achieved for the first half of 1995. Factors expected to contribute to a
continuation of the Company's growth rate include:

1) the current loan and deposit rate environment in the local
area and the bank's community evolvement
2) a relatively stable economy in the local area, and
3) management's emphasis on profitability.

The  Company  believes  it can  continue  to achieve  growth for 1996 in the 10%
range.



                    LIQUIDITY AND INTEREST RATE SENSITIVITY

Liquidity  management  involves  the  matching  of  cash  flow  requirements  of
customers,  those of depositors  withdrawing  or depositing  funds and borrowers
needing  loans,  and the  ability of the  Company  to meet  those  requirements.
Management  monitors and maintains  appropriate levels of assets and liabilities
so  maturities  of assets  are such that  adequate  funds are  provided  to meet
estimated customer withdrawals and loan fundings.

The Company's  liquidity  position  depends  primarily upon the liquidity of its
assets relative to its needs to respond to short-term demand for funds caused by
withdrawals from deposit accounts and loan funding commitments.  Primary sources
of liquidity are scheduled  payments on the Company's  loans and interest on and
maturities  of its  investments.  The Company may also  utilize its cash and due
from banks,  federal funds sold and investment  securities available for sale to
meet liquidity  requirements.  At June 30, 1996, the Company's cash and due from
banks equalled $2,501,093, its investment securities available for sale equalled
$5,732,075,  and its federal funds sold equalled  $110,000.  All of these assets
could be converted to cash on short notice.

Subject to certain conditions, the Company also has the ability, on a short-term
basis, to purchase federal funds from other financial  institutions.  Presently,
the Company has made  arrangements  with certain banks for short-term  unsecured
advances up to $3,500,000 and with the Federal Home Loan Bank, Atlanta,  Ga. for
a secured  credit line of  $5,000,000.  During the first six months of 1996, the
Company had  outstanding  borrowings  of $590,000 on a long-term  basis from the
Federal  Home Loan Bank to match loan  funding  rates and  maturities  with loan
borrowing rates and maturities.

The Company's liquidity position, calculated as cash and due from banks, federal
funds sold, and investment securities not pledged divided by deposits,  equalled
28.54% as of June 30,  1996  compared  to 21.00% as of December  31,  1995.  The
Company's optimum liquidity ratio is 30% with a minimum acceptable ratio of 20%.
Management  monitors  liquidity  daily and is striving to maintain its liquidity
ratio between 20% and 30%.





                                     Page 8


<PAGE>




                 LIQUIDITY AND INTEREST RATE SENSITIVITY (cont)

The Company  continues to monitor the percentage of  certificates  of deposit of
$100  thousand  and over (jumbo  deposits) to total  deposits.  At June 30, 1996
jumbo deposits equalled 16.9% of total deposits of $47,964,834. At June 30, 1995
jumbo deposits  equalled 12.8% of total deposits of  $42,967,623.  A substantial
portion  of  theses  jumbo  deposits  are with  individuals  who  reside  in the
Company's  primary  service  area who are either  shareholders,  organizers,  or
directors of the Company and whom the Bank has had consistent  deposit relations
since inception.

The relative  interest rate  sensitivity of the Company's assets and liabilities
indicates the extent to which the Company's net interest  income may be affected
by  interest  rate  movements.  The  Company's  ability  to  reprice  assets and
liabilities in the same dollar  amounts and at the same time minimizes  interest
rate risks.  One method of measuring  the impact of interest rate changes on net
income is to measure, in a number of time frames, the interest  sensitivity gap,
by subtracting interest-sensitive liabilities from interest-sensitive assets, as
reflected in the following table.  Such interest  sensitivity gap represents the
risk, or opportunity, in repricing. If more assets than liabilities are repriced
at a given time in a rising rate environment, net interest income improves; in a
declining rate environment,  net interest income  deteriorates.  Conversely,  if
more liabilities  than assets are repriced while interest rates are rising,  net
interest income deteriorates; if interest rates are falling, net interest income
improves. The Company's strategy in minimizing interest rate risk is to minimize
the impact of short term  interest  rate  movements on its net  interest  income
while  managing its middle and long-term  interest  sensitivity  gap in light of
overall economic trends in interest rates.  The following table  illustrates the
relative  sensitivity  of the Company to changing  interest rates as of June 30,
1996.
<TABLE>
<CAPTION>

                         INTEREST RATE SENSITIVITY TABLE


                                                        0-90 days      91-365 day         One to Fiv           Over five years
                                                       Current     Current Cumulative   Current Cumulative     Current Cumulative
                                                        -------   -------   -------    ------- ------------    -------- ---------
<S>                                                        <C>       <C>       <C>         <C>       <C>       <C>         <C>
  Interest-sensitive assets:
Loans ...............................................     7,544     16,758    24,302     14,581    38,883     1,252    40,135

Investment securities ...............................       750      2,334     3,084      7,094    10,178         0    10,178
Federal Funds sold ..................................       110          0       110          0       110         0       110
                                                        -------    -------   -------    -------   -------   -------   -------

    Total interest-sensitive assets .................     8,404     19,092    27,496     21,675    49,171     1.252    50,423

  Interest-sensitive liabilities:

NOW, money market, and
  savings accounts ..................................    11,409          0    11,409          0    11,409         0    11,409

Individual retirement accounts and
certificates of deposits ............................     7,267     18,299    25,566      6,339    31,905         0    31,905

Borrowings ..........................................         0          0         0          0         0       578       578
                                                        -------    -------   -------    -------   -------   -------   -------
     Total interest-sensitive
      liabilities ...................................    18,676     18,299    36,975      6,339    43,314       578    43,892
                                                        -------    -------   -------    -------   -------   -------   -------
Interest-sensitivity gap ............................   (10,272)       793    (9,479)    15,336     5,857       578     6,531
                                                        =======    =======   =======    =======   =======   =======   =======
Ratio to total interest
   sensitive assets .................................    -20.37       1.57    -18.80      30.41     11.61      1.34     12.95
                                                        =======    =======   =======    =======   =======   =======   =======
</TABLE>

                                     Page 9


<PAGE>




                 LIQUIDITY AND INTEREST RATE SENSITIVITY (cont)

Because of continued  pressures of rising rates and the  Company's net liability
sensitive  position  in the one year  horizon  at June  30,  1996,  the  Company
believes  downward  pressures on its net  interest  margin could have a negative
impact on net interest income in 1996.

Since all  interest  rates and  yields do not adjust at the same  velocity,  the
interest rate  sensitivity gap is only an indicator of the potential  effects of
interest rate changes on net interest income.

                                CAPITAL RESOURCES

The Company continues to maintain a satisfactory level of capital as measured by
its total shareholders'  equity to total assets ratio of 11.45% at June 30, 1996
as compared to 11.75% at December 31, 1995. Management  anticipates the existing
capital levels will be adequate to sustain the Company's  anticipated growth for
the foreseeable future.


The Company in October, 1995 completed construction on its first branch facility
which is located at 726  Northside  Drive,  Statesboro,  Georgia.  The Company's
existing  investment  in the land  for the  branch  facility  of  $217,000,  the
Company's capital  expenditures related to the new branch facility were $613,000
for a total  investment  in the new branch of  $830,000.  The  Company  does not
expect to make any other significant  capital  expenditures for the remainder of
1996.

The Company is not aware of any recommendations by regulatory authorities which,
if  implemented  would  have a  significant  impact  on its  liquidity,  capital
resources,  or  operations  except for the recent FDIC  reduction  in  insurance
premiums on deposits which has had a favorable  impact on the Company's  results
of operations.

The Georgia  Department of Banking and Finance  requires  that State-  chartered
banks in Georgia  maintain  a ratio of primary  capital,  as  defined,  to total
assets of not less than 6%. The Company intends to maintain a satisfactory level
of capital  necessary  to satisfy  regulatory  requirements  and to  accommodate
expected growth patterns.




















                                     Page 10


<PAGE>




                            CAPITAL RESOURCES (cont)


The following tables compare the Company's and its  subsidiary's  capital ratios
to the  minimum  capital  ratios  required  to be  maintained  under  applicable
regulatory guidelines at June 30, 1996.
<TABLE>
<CAPTION>


Eagle Bancorp, Inc. and Subsidiary
                                                                                 Required
                                                               Actual            Minimum              Excess
                                                               -----            ---------             ------
                                                           %     Amount         %       Amount      %     Amount
                                                        -----    -----         ----      -----    ----    -----
<S>                                                         <C>       <C>       <C>      <C>        <C>    <C>

Tier 1 capital ......................................      15.88%    6,407      6.00%   2,421      9.88%  3,986

Risk based capital ..................................      17.39%   7,.016      8.00%   3,228      9.39%  3,778

Leverage ratio ......................................      11.52%    6,407      3.00%   1,669      8.52%  4,738


Eagle Bank and Trust

Tier 1 capital ......................................      13.93%    5,622      6.00%   3.338      7.93%  2,284

Rick based capital ..................................      15.44%    6,231      8.00%   3,228      7.44%   3,003

Leverage ratio ......................................      10.42%    5,622      3.00%   1,669      7.42%   3,953


</TABLE>






























                                     Page 11


<PAGE>





                              RESULTS OF OPERATIONS
Net Interest Income

The Company's net interest  income,  the difference  between  interest income on
interest-earning assets and interest expense on interest-bearing liabilities, is
the  Company's  principal  source of  income.  Interest-earning  assets  for the
Company include loans, federal funds sold, and investment securities.

Net  interest  income for the three month  period  ended June 30, 1996  equalled
$628,563  or 10.05%  more than the three  month  period  ending June 30, 1995 of
$571,155. The average yield earned on interest-earning assets increased to 9.40%
for the three month period ended June 30, 1996 from 8.92% for the similar  three
month period ended June, 30, 1995 and the average rate paid on  interest-bearing
liabilities  increased  to 5.22% for the three month  period ended June 30, 1996
from 4.08% for the  comparable  period ended June 30, 1995.  The  Company's  net
interest  margin  for the  three  month  period  ended  June 30,  1996 was 4.98%
compared to 4.84% for the comparable period ended June 30, 1995.

Net  interest  income  for the six month  period  ended June 30,  1996  equalled
$1,268,437  or 10.58%  more than the six month  period  ending  June 30, 1995 of
$1,147,055.  The average yield earned on  interest-earning  assets  increased to
9.60% for the six month  period  ended June 30,  1996 from 9.14% for the similar
period  ended  June  30,  1995 and the  average  rate  paid on  interest-bearing
liabilities increased to 5.80% for the six month period ended June 30, 1996 from
4.18% for the six month period ended June 30, 1995.  The  Company's net interest
margin for the six month period ended June 30, 1996 was 5.12%  compared to 4.96%
for the period ended June 30, 1995.

Although  management  continues  to explore  methods to improve its net interest
margin,  there are no assurances  that current  levels can be maintained  due to
market  interest  rate  fluctuations  and the  very  competitive  local  banking
environment.

Provision for Possible Loan losses

The Company provides for possible loan losses based upon  information  available
at the end of each  period.  By  evaluating  the adequacy of the  allowance  for
possible  loan  losses  at the  end of each  period,  management  maintains  the
allowance  for  possible  loan losses at a level  adequate to provide for losses
that can  reasonably  be  anticipated.  The level of allowance for possible loan
losses  is based on  management's  periodic  loan-by-loan  evaluation  and other
analysis of its loan  portfolio,  as well as its  assessment of  prevailing  and
anticipated economic conditions in Southeast Georgia.

A  substantial  portion  of the  Company's  loans are  secured  by real  estate,
including  real estate and other  collateral in Bulloch  County and  surrounding
counties.  Accordingly,  the ultimate collectibility of a substantial portion of
the Company's loan portfolio is susceptible to changes in economic conditions in
these market areas.





                                     Page 12


<PAGE>




                          RESULTS OF OPERATIONS (cont)

The allowance for possible loan losses  approximated  1.52% of outstanding loans
at June 30, 1996 as compared to 1.52% at December 31, 1995 and 1.50% at June 30,
1995.  The  allowance  increased  to $609,000 at June 30, 1996 from  $570,000 at
December 31, 1995 and $559,300 at June 30, 1995. The allowance relates primarily
to the level of the loan portfolio and related  credit risks.  The provision for
the first six months of 1995 was  $34,263  compared to $31,652 for the first six
months of 1995.  The  provision  for the three  months  ended June 30,  1996 was
$20,735 as  compared to $26,652 for the same  period  ended June 30,  1995.  Net
recoveries for the six month period ended June 30, 1996 equalled $4,737 compared
to net recoveries of $148 for the comparable period in 1995.

The following table summarizes nonperforming loans, potential problem loans, and
allowance  for  possible  loan losses data as of June 30, 1996 and  December 31,
1995.

<TABLE>
<CAPTION>

                                                                                  June 30,   December 31,
                                                                                    1996       1995
                                                                                  -------    -------
                                                                                     (in thousands)
<S>                                                                                   <C>        <C>  

Nonperforming loans
  (over 90 days past due) ..................................................         36          629
Potential problem loans
  (internally classified) ..................................................         26          291
Asset Quality Ratios:
  Nonperforming loans to total
   loans, net of unearned income ...........................................         0.09%      1.68%

  Nonperforming loans to total assets ......................................         0.06%      0.78%

  Nonperforming loans and potential
   problem loans to total assets ...........................................         0.11%      2.46%

Allowance for possible loan losses
  to nonperforming loans ...................................................        16.92X      0.91X

Allowance for possible loan
  losses to nonperforming loans
  and potential problem loans ..............................................         9.82X      0.62X
</TABLE>

** Potential problem loans are loans 60 to 89 days past due.

The Company's management believes that the allowance for possible loan losses is
adequate to cover potential losses in the loan portfolio.
















                                     Page 13


<PAGE>




                          RESULTS OF OPERATIONS (cont)

Noninterest Income

Noninterest  income, net of securities losses, is primarily comprised of service
charges on deposit accounts,  which for the six month period ended June 30, 1996
was approximately  $210,379 as compared to $193,590 for the comparable period in
1995.  Service charges on deposit  accounts  includes fees on deposit  accounts,
fees for returned checks and fees for overdraft  accounts.  Noninterest  income,
net of  securities  losses for the three months ended June 30, 1996 was $104,774
compared to $91,617 for the three months ended June 30,  1995.  These  increases
were primarily from service charges on deposit  accounts which increase with the
overall levels of deposit accounts..

Noninterest Expense

Noninterest  expenses are composed  primarily of salaries and employee benefits,
net occupancy and equipment expense, and other operating expense as shown below.
The Company experienced other operating expenses of approximately $1,110,029 for
the six month period ended June 30, 1996 compared to $940,169 for the comparable
period  of  1995.  The  Company   experienced   other   operating   expenses  of
approximately  $545,258  for the three  months  ended June 30, 1996  compared to
$479,735  for the three months ended June 30,  1995.  Other  operating  expenses
increased  approximately  18.07% and  13.66%  for the six month and three  month
periods ended June 30, 1996 as compared to the same periods ended June 30, 1995.
A substantial percentage of this increase relates directly to the opening of the
full service branch  facility in October,  1995,  which required the addition of
approximately 5 full-time  equivalent  employees as well as increased  occupancy
and equipment expense.  Substantial components of noninterest expenses are shown
below:

Other Operating Expenses:

                                        Six months ended
                                            June 30,
                                         1996       1995

Salaries and employee benefits .....   $554,477   $433,962
Net occupancy and equipment expense     140,297    112,412
Data processing expense ............     55,185     46,875
Regulatory assessments .............      7,311     54,107
Insurance expense ..................     14,085     15,925
Stationery and supplies
   expense .........................     51,874     28,796
Legal expense ......................     17,553     12,824
Postage ............................     28,386     26,247
Accounting and audit fees ..........     26,580     17,020
Advertising and marketing expense ..     31,275     27,822
Amortization of
   organizational cost .............      4,895      8,924
ATM interchange expense ............     13,269     23,971
Directors' fees ....................     23,400     25,500
Dues and subscriptions .............     12,205      5,629
Business taxes and licenses ........     18,049     12,171
Correspondent bank services ........     15,248     14,172

                                     Page 14


<PAGE>




                          RESUTLTS OF OPERATIONS (cont)
Income Taxes

The Company has recorded income tax expense of $122,674 for the six months ended
June 30, 1996  representing  an effective  tax rate of  approximately  37% which
compares to an effective tax rate of 38% recorded for the  comparable  period of
1995.  The Company  recorded for the three months ended June 30, 1996 income tax
expense  of  $61,805 or 38% as  compared  to $57,886 or 38% for the same  period
ended June 30, 1995.

Net Income

The Company  earned net income of $207,084 or  approximately  0.23 per share for
the six  month  period  ended  June 30,  1995.  This  compares  to  $225,699  or
approximately  0.26 per share  for the like  period  ended  June 30,  1995.  The
Company  earned net income of $100,773 or  approximately  0.11 per share for the
three  months ended June 30, 1996.  This  compares to $131,731 or  approximately
0.11 per share for the same  period  ended June 30,  1995.  The  decrease in net
income is a direct result of the additional  expenses  (salaries and facilities)
incurred in the opening of the branch.

Inflation

Inflation  impacts the growth in total assets in the banking industry and causes
a need to increase  equity  capital at higher than normal rates in order to meet
regulatory capital requirements. The Company copes with the effects of inflation
through  effectively  managing its interest rate sensitivity gap position and by
periodically reviewing and adjusting the pricing of services to consider current
costs.




























                                     Page 15


<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.

A) At the Annual Meeting of Shareholders held on May 28, 1996, the
following directors were elected to hold office for the coming
year:
                                For        Againist    Abstained

T.J. Morris, Jr.             576,444          0            0
W. Dale Parker               576,444          0            0
Erskine Russell              576,444          0            0
Solly Trapnell               576,444          0            0

The following directors will continue their term: Julian B.
Hodges, Jr., Paul E. Parker, Robert D. Coston, Betty K. Minick,
Paul A. Whitlock, Jr., Lemuel A. Deal, Robert E. Lane, James B.
Lanier, Jr., Marcus B. Seligman and Andrew M. Williams, III.

(B) At the  Annual  Meeting  of  Shareholders  held on May 28,  1996,  KPMG Peat
Marwick,  LLP was ratified as the  independent  auditors for the Company.  Votes
were cast as follows:

For 574,044
Against 300
Abstain 2,550

Item 5.
Other Information

Item 6.
Exhibits and Reports on Form 8-K

(a) Exhibits.
The following exhibit is attached:
Exhibit 11.1 Computation of Earnings per Common Share

(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period covered by this report.

                                     Page 16


<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act  of  1934  the
Registrant  has duly  caused  the  Report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized.


                                              EAGLE BANCORP, INC.



                                              By:/S/ Andrew M. William, III
                                                 Andrew M. Williams, III
                                                 President
                          (Principal Executive Officer)


                                              By:/S/ William E. Green
                                                 William E. Green
                                                 Assistant Secretary
                        (Principal Financial Officer and
                          Principal Accounting Officer)



                                             Date: August 14, 1996
































                                     Page 17


<PAGE>

<TABLE>
<CAPTION>

                                                                                                             Exhibit 11.1

                       EAGLE BANCORP, INC. AND SUBSIDIARY
                    Computation of Earnings per Common Share
                                   (Unaudited)



                                                                                               Six months ended
                                                                                               June 30,
                                                                                           1996        1995

                  Primary

<S>                                                                                          <C>      <C>     
Net Income ............................................................................   $207,084   $225,699
                                                                                         =========   =========
Shares:
  Weighted average number of common shares outstanding ................................    862,845    862,755
  Shares issuable from assumed exercise of options
   and warrants .......................................................................     17,186      6,313
                                                                                          --------   ---------
         Weighted average number of common shares
           and common share equivalents ...............................................    880,031    869,068
                                                                                          ========   =========

Net income per common share and common share equivalent ...............................   $   0.24   $   0.26
                                                                                          ========   =========

                  Fully Diluted

Net income: ...........................................................................   $207,084   $225,699
                                                                                          ========   =========

Shares:
 Weighted average number of common shares as adjusted
   per primary computation above ......................................................    880,031    869,068
 Additional shares issuable from assumed exercise of
  options and warrants computed on a fully
  diluted basis .......................................................................          0          0
                                                                                          --------   ---------
                                                                                           880,031     869,068
                                                                                          ========   =========



Net income ............................................................................ $    0.23    $    0.26
                                                                                          ========    =========



</TABLE>





























                                     Page 18



<PAGE>

<TABLE>
<CAPTION>


                                                                                                        Exhibit 11.1 (cont)

                       EAGLE BANCORP, INC. AND SUBSIDIARY
                    Computation of Earnings per Common Share
                                   (Unaudited)


                                                          Three months ended June 30,
                                                            1996              1995

                  Primary

<S>                                                         <C>              <C>   

Net Income ............................................   $100,773        $ 93,968
                                                          ========        ========
Shares:
  Weighted average number of common shares outstanding     862,845         862,755
  Shares issuable from assumed exercise of options
   and warrants .......................................     17,186           6,313
                                                          --------        ---------
         Weighted average number of common shares
           and common share equivalents ...............    880,031         869,068
                                                          ========        =========

Net income per common share and common share equivalent   $   0.11       $    0.11
                                                          ========        =========

                  Fully Diluted

Net income: ...........................................   $100,773        $ 93,968
                                                          ========        =========

Shares:
  Weighted average number of common shares as adjusted
   per primary computation above ......................    880,031         869,068
 Additional shares issuable from assumed exercise of
  options and warrants computed on a fully
  diluted basis .......................................          0               0
                                                          --------       ---------
                                                           880,031         869,068
                                                         =========       =========



Net income ............................................ $     0.11      $     0.11
                                                          ========       =========


</TABLE>




























                                     Page 19




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