EAGLE BANCORP INC /GA/
10-Q, 1997-05-15
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 MARCH 31, 1997

                                       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
March 31, 1997                                              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 Registrants'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
May 15, 1997.

<PAGE>








                       EAGLE BANCORP, INC.
                      AND SUBSIDIARY

Index

Part I.    Financial Statements                                         Page No.


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


 Item 2.           Management's Discussion and Analysis
                     r Plan of Operations..................                   7


Part II.          Other Information

Item 1.           Legal Proceedings..........................                14

Item 2.           Changes in Securities......................                14

Item 3.           Defaults Upon Senior Securities............                14

Item 4.           Submission of Matters to a Vote
                     of Security Holders.....................                 14

Item 5.           Other Information..........................                 14

Item 6.           Exhibits and Reports on Form 8-K...........                 14



Signatures...................................................                 15














<PAGE>
<TABLE>
<CAPTION>



Part I. Financial Statements
Item 1.

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

                             ASSETS                                                            3/31/97      12/31/96
<S>                                                                                          <C>          <C>
Cash Due From Banks                                                                         $2,237,822      334,581
Federal Funds Sold
                                                                                               3,780,000    1,500,000
Interest-earning deposits in other banks
                                                                                                       -    1,000,000
Investment securities:
  available for sale
                                                                                               7,251,281    6,898,784
  held for maturity                                                                            3,789,338    3,,790,335
Total investment securities
                                                                                              11,040,620   10,689,119

Loans , net of unearned income
                                                                                              42,192,256   42,638,858
Reserve for Loan Loss                                                                            635,566      639,500
                                                                                              ----------  -----------

    Loans, net
                                                                                              41,556,689   41,999,358

Premises and equipment, net
                                                                                               2,525,900    2,474,386
Other Assets                                                                                     970,115      829,308
                                                                                             ------------  ----------
                                                                                              60,207,906   60,729,993
                                                                                             ============  ==========

              Liabilities and Shareholders Equity
Liabilities:
   Deposits:
     Noninterest-bearing deposits
                                                                                               5,681,452       5,184,539
    Interest-bearing deposits                                                                 46,847,857      47,280,321
                                                                                              ------------    ----------

                          Total Deposits
                                                                                              52,529,309      52,464,860
 Borrowings
                                                                                                 533,500         748,250
Accrued expenses and other liabilities                                                           815,074       1,257,832
                                                                                              ----------      ----------

   Total Liabilities                                                                          53,877,883      54,470,942
                                                                                              ----------      ----------

Shareholders' Equity

Common Stock, $1 par value, Authorized                                                           862,845         862,845
10,000,000 shares; 862,845 shares
issued and outstanding
Additional paid-in capital                                                                     4,821,527       4,821,527
Retained earnings
                                                                                                 714,965         586,583
Net unrealized losses on investment
  securities available for sale                                                                  (69,314)        (11,904)
                                                                                               ----------      ----------  
 Total shareholders' equity ...........................                                        6,330,023       6,259,051

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                 $ 60,207,906     $ 60,729,993
                                                                                            ============     ============
</TABLE>

See accompanying note to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

                       EAGLE BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
                                                                          Three months ended
                                                                              March 31, March 31,
                                                                                          1996
<S>                                                                         <C>
                                                                            1997
Interest Income:
      Loans, including fees                                           $     961,292   1,016,324
     Interest on deposits in financial institutions
                                                                              1,205
     Federal funds sold                                                      35,581      17,372
    Investment securities:
      taxable                                                               126,388     112,936
      nontaxable                                                             28,954      19,494
                                                                         ----------   ----------
          Total interest income
                                                                          1,208,452   1,111,094

Interest Expense:
Deposits                                                                    578,367     548,729
Other Borrowings                                                              9,189       1,418
                                                                         ----------   ---------
       Total Interest Expense                                               587,556     550,148
                                                                         ----------   ---------

                    Net interest income
                                                                            620,897     560,946

Provision for possible loan losses.                                           6,000      13,528
                                                                         ----------   ----------

            Net interest income after provision
                 for possible loan losses                                   614,897     547,418

Noninterest income:
Service Charges                                                              88,696      86,903
Referral Fees - Mortgages                                                    49,335      78,927
Other                                                                        22,398      18,702
                                                                         ----------    ---------
      Total NonInterest Income
                                                                            160,428     184,533

Noninterest expense:
Salaries and employee benefits                                              280,161     284,701
Net occupancy and equipment expense                                          74,769      71,346
Other operating expense                                                     222,913     208,919
                                                                           --------     ------

     Total noninterest expenses                                             577,843     564,966
                                                                           --------     -------

Income before income taxes                                                  197,482     166,985
   Income Taxes                                                              69,100      60,674
                                                                         ----------     ------

Net income                                                              $   128,382   $ 106,311
                                                                        ===========   =========

Net income per share                                                   $       0.15   $    0.12
                                                                       ===========    =========
Weighted average number of shares outstanding                              862,845      862,755
                                                                       ===========    =========
</TABLE>


See accompanying note to consolidated financial statements.




<PAGE>

<TABLE>
<CAPTION>



                               EAGLE BANCORP, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                                          March 31,              March 31,
                                                                              1997                  1996
<S>                                                                        <C>                  <C>

Cash flows from operating activities:
  Net income                                                          $     128,382        $       106,311
  Adjustments to reconcile net income to net cash provided
     by operating activities:
      Provision for possible loan losses.                                     6,000                 13,528
     Depreciation.                                                           37,947                 43,977
     Securities (gains) losses, net.                                        (3,207)                      -
     Amortization of organizational costs                                                            3,790
                                                                                  -
    Amortization and (accretion), net                                         7,790                   (692)
    Accretion of deferred loan fees                                         (20,638)                (9,074)
    Loan fees deferred                                                       12,575                  8,353
    Increase in other assets                                               (140,807)               (60,783)
    Decrease in other liabilities                                           (11,335)               (40,012)
                                                               --------------------------------------------
      Net cash provided by operating activities                              16,707                 65,398
                                                               --------------------------------------------

Cash flows from investing activities:
  Decrease in loans, net.                                                   444,732                162,521
  Purchases of investment securities available for sale                  (1,713,692)            (2,001,800)
  Purchases of investment securities held to maturity                      (496,094)                     -

  Additions to premises and equipment.                                      (89,463)                (5,473)
  Proceeds from sales of investment securities
     available for sale                                                     248,141                150,000
  Proceeds from maturates of interest-earning deposits
    in financial institutions.                                            1,000,000                      -
  Proceeds from maturities or calls of investment securities
    held to maturity.                                                       498,652                600,000
  Proceeds from maturities of investment securities available
    for sale                                                              1,049,500                      -
                                                               --------------------------------------------
      Net cash provided (used) in investing activities                      941,776             (1,094,752)
                                                               --------------------------------------------

Cash flows from financing activities:
  Increase in deposits, net.                                                 64,449              2,980,763
  Decrease in federal funds purchased                                      (200,000)              (700,000)
  Dividends paid                                                           (431,423)              (215,689)
  Repayment of borrowed funds                                               (14,750)                      -
  Federal Home Loan Bank advances                                                                  290,000
                                                                                  -
                                                               --------------------------------------------
      Net cash provided (used) by financing activities                     (581,724)             2,355,074
                                                               --------------------------------------------

      Net increase  in cash and cash equivalents,
        carried forward                                                     376,759              1,325,720
</TABLE>

<PAGE>

<TABLE>

<S>                                                                    <C>                      <C>    

      Net increase in cash and cash equivalents,
        brough forward                                                $     376,759              1,325,720

Cash and cash equivalents at beginning of year                            3,737,822              3,576,465
                                                                       ------------            -----------
Cash and cash equivalents at end of year                              $   4,114,581              4,902,185
                                                                      -------------            -----------

Supplemental disclosures of cash paid during year for:
   Interest                                                           $     609,404                566,923
                                                                      -------------            -----------
   Income taxes                                                       $       3,342            $    62,573
                                                                      -------------            -----------
</TABLE>


See accompanying note to consolidated financial statements



THE REST OF THIS PAGE INTENTIONAL LEFT BLANK.







<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 that, 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>



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

The following is a discussion of the Company's  financial condition at March 31,
1997,  compared to December 31, 1996,  and the results of its operations for the
period ended March 31, 1997,  compared to the three month period ended March 31,
1996.  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  1996 Annual  Report on Form 10-KSB as filed with the  Securities  and
Exchange Commission.

                                     GENERAL

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 facilities in Statesboro, Georgia.

                               FINANCIAL CONDITION

During the first three  months of 1997,  total assets  decreased  $.5 million or
approximately  0.86% as compared to amounts at December  31,  1996.  During this
period the Bank's deposit base increased by  approximately  $64,449 as reflected
below.  The  Bank's  asset  mix  changed  by an  increase  in  interest  earning
investments of $1,631,501 or approximately  12.37% when compared to the December
31,  1996  levels,  while cash and due from banks  decreased  by  $1,903,241  or
approximately 85% as compared to amount at December 31, 1996.
<TABLE>
<CAPTION>


                                    DEPOSITS

                                                        3/31/97         12/31/96

<S>                                                    <C>             <C>  
Noninterest-bearing demand deposits                 $   5,681,452 $    5,184,539
NOW accounts                                            7,096,088      7,420,192
Money market accounts                                   2,690,112      3,077,437
Savings accounts                                        3,054,170      2,586,187
Individual retirement accounts                          3,115,796      2,958,922
Certificates of deposits of $100,000 or more            9,442,099     10,319,613
Certificates of deposits of $100,000 or less           21,449,592     20,917,970
                                                       ----------     ----------

         Total deposits                             $  52,529,309  $  52,464,860
                                                    =============  =============

</TABLE>
















<PAGE>



                     LIQUIDITY AND INTEREST RATE SENSITIVITY

Liquidity  management  involves  the  matching  of  cash  flow  requirements  of
customers,  with depositors withdrawing funds and borrowers requiring 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 requests.

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.  Occasionally,  the Company will sell investment
securities in connection  with the management of its interest  sensitivity  gap.
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
March 31, 1997,  the  Company's  cash and due from banks equaled  $334,581,  its
investment  securities  available  for sale equaled  $7,251,281  and its federal
funds sold equaled $3,780,000. 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 $2,500,000 and with the Federal Home Loan Bank, Atlanta,  Ga. for
a secured  credit line of  $7,000,000.  During 1996,  the Company  borrowed on a
long-term  basis from the Federal Home Loan Bank to match loan funding rates and
maturities with loan borrowing rates and maturities with balances outstanding of
$533,500 and $548,250 as of March 31, 1997 and December 31, 1996 respectfully.

The Company's liquidity position, calculated as cash and due from banks, federal
funds sold, and investment  securities not pledged divided by deposits,  equaled
31.30% as of March 31, 1997,  compared to 29.94% as of December  31,  1996.  The
Company's optimum liquidity ratio is 30% with a minimum acceptable ratio of 20%.
Management  monitors  liquidity  daily and strives to maintain a liquidity ratio
between 20% and 30%.

The Company  continues to monitor the percentage of  certificates  of deposit of
$100 thousand and over to total deposits.  At March 31, 1997, deposits over $100
thousand equaled  approximately 18% of total deposits.  A substantial portion of
these  certificates of deposits is with  individuals who reside in the Company's
primary service area who are either  shareholders,  organizers,  or directors of
the  Company and to 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 March 31,
1997.


<PAGE>
<TABLE>
<CAPTION>




                                                       INTEREST RATE SENSITIVITY TABLE
                                                        (amounts in thousands)
                                         0-90 days        91-365days       One to Five Years      Overfive years
                                          Current     Current Cumulative   Current Cumulative     Current Cumulative

      Interest-sensitive assets:

<S>                                         <C>        <C>      <C>       <C>       <C>            <C>
Loans                                       6,251      17,694   23,945     16,577    40,502         1,690    42,192
Investment securities                           -         980      980      9,052    10,032         1,009    11,041
Federal funds sold                          3,780        -        3,780       -        3,780         -        3,780
                                           ------       ----     ------      ----     ------        ----     -----
Total interest-sensitive assets            10,031      18,674    28,705    25,609     54,314        2,699    57,013
                                          -------      ------    ------    ------    -------        -----    ------
   Interest-sensitive liabilities:
NOW, money market and
           savings accounts                12,860          -     12,860         -      12,860                12,860
Certificates of deposits and
    individual retirement accounts          8,393      17,766    26,159     7,829      33,988           -    33,988
Other borrowing                                15          45        60       236         296           238     534
                                              ---        ---        ---      ----       ----                   ---
Total interest-sensitivity
             liabilities                   21,268      17,811    39,079     8,065      47,144           238  47,382
                                       ----------      ------   -------     -----  ----------       ------- -------

Interest-sensitivity gap                   11,237         863   (10,374)   17,544       7,190         2,461   9,631
                                          ======       =======  ========   ======      ======       =======   =====  
Ratio to interest-sensitivity
                assets                    -19.71%      1.51%    -18.20%    30.77%     12.61%       4.32%     16.89%
                                          =======      =====    =======    ======     ======       =====     ======
</TABLE>



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 10.51% at March 31,
1997,  as compared to 10.31% at December 31, 1996.  Management  anticipates  the
existing  capital  levels will be adequate to sustain the Company's  anticipated
growth for the future.

Eagle  Bancorp,  Inc.  believes that cash on hand of  approximately  $299,200 at
March 31, 1997,  should be  sufficient to fund its holding  company  annual cash
requirements  for the future that consist  principally of holding company annual
cash  expenses  of  approximately  $70,000.  On October  15,  1996,  the Company
declared a cash  dividend  in the amount of $.50 per share  payable  January 15,
1997.  This was  declared as an annual  dividend of $.30 per share and a special
one time dividend of $.20 per share.  In May of 1995,  the Company  declared a 3
for 2 stock  split in the form of a share  dividend.  On October 16,  1995,  the
Company declared a cash dividend in the amount of $.25 per share payable January
15, 1996.



<PAGE>





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.

The following table compares the Company's and its  subsidiary's  capital ratios
to the  minimum  capital  ratios  required  to be  maintained  under  applicable
regulatory guidelines at March 31, 1997.
<TABLE>
<CAPTION>


        Eagle Bancorp, Inc. and Subsidiary:

                                                    Required
                                   Actual             Minimum              Excess
                                 %    Amount      %      Amount         %     Amount
                                                 (dollars in thousands)
<S>                           <C>    <C>         <C>        <C>     <C>      <C>
Risk Based Capital ...         15.77% 6,951       8.00%     $3,525    7.71%  $3,426
Tier 1 Capital .......         14.52  6,399       4.00       1,763   10.52    4,650
Leverage Capital Ratio         10.56  6,399       3.00       1,818    7.56    4,581


        Eagle Bank and Trust:

                                                       Required
                                   Actual            Minimum                Excess
                                %    Amount     %      Amount            %      Amount
                                                     (dollars in thousands)

Risk Based Capital             15.17 $6,685       8.00      $3,525     7.17  $3,160
Tier 1 Capital                 13.92  6,133       4.00       1,763     9.92   4,370
Leverage Capital Ratio         10.12  6,133       3.00       1,818     7.12   4,315


</TABLE>
















<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.  The
Company's interest-bearing liabilities include deposits and borrowings.

Net interest  income for the three month  period  ended March 31, 1997,  equaled
$620,897 or 10.69% more than net interest income of $560,946 for the three month
period   ending   March  31,   1996.   The  average   yield  earned  on  average
interest-earning  assets  decreased  to 8.65% for the three month  period  ended
March 31,  1997 from 9.17% for the similar  period  ended March 31, 1996 and the
average rate paid on average interest-bearing liabilities decreased to 4.92% for
the three  month  period  ended  March 31,  1997 from 5.29% for the three  month
period ended March 31, 1996. The Company's  interest rate  differential  for the
three month  period ended March 31,  1997,  was 3.73%  compared to 3.88% for the
period  ended March 31,  1996.  The net  interest  margin (net  interest  income
divided by average  interest-earning  assets) for the three month  period  ended
March 31,  1997,  was 4.42% as compared to 4.62% for the same period ended March
31,  1996.  The  Company's  average  loan to  deposit  ratio in 1996 was  83.42%
compared to 77.88% for the three months ended March 31, 1997. The Company's loan
to deposit ratio at December 31, 1996, was 81.27% as compared to 80.32% at March
31, 1997.

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  is  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.

The allowance for possible loan losses  approximated  1.51% of outstanding loans
at March 31, 1997, as compared to approximately 1.50% at December 31, 1996.. The
allowance decreased to $635,566 at March 31, 1997, from $639,500 at December 31,
1996.

The  provision  for the first three months of 1997  decreased  by  approximately
$7,528 as compared to the first three  months of 1996.  Net  chargeoffs  for the
three month period ended March 31, 1997,  were $9,934 compared to $4,528 for the
comparable period in 1996.







<PAGE>



The following table summarizes nonperforming loans, potential problem loans, and
allowance for possible  loan losses data as of March 31, 1997,  and December 31,
1996.
<TABLE>
<CAPTION>


                                                                       March 31,    December 31,
                                                                         1997          1996

<S>                                                                   <C>            <C>   

Nonperforming loans                                                    $134            $123

Potential problem loans                                                $364            $611

Asset Quality Ratios:

  Nonperforming loans to total
   loans, net of unearned income                                        .32%            .029%

  Potential problem loans to total
   loans, net of unearned income                                        .88%           1.43%

  Nonperforming and potential problem loans
   to total loans, net of unearned income                               1.20%          1.72%

Allowance for possible loan losses
  to nonperforming loans                                                4.75x          5.20x

Allowance for possible loan
  losses to nonperforming loans
  and potential problem loans                                           1.28x           .087x
</TABLE>

Nonperforming loans are loans on nonaccrual and restructured.
Potential problem loans are internally classified by management and not
included in nonperforming..

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

Noninterest Income

Noninterest income for the three month period ended March 31, 1997, was $160,428
compared to $184,533 for the comparable  period in 1996.  This income  primarily
includes service charges on deposit  accounts,  in the amount of $88,696 for the
three  months  ended  March 31, 1997  compared  to $86,903 in 1996 and  mortgage
referral fees in the amount of $49,335 for the three months ended March 31, 1997
compared to $78,927 in 1996.







<PAGE>


Noninterest Expense

Noninterest expense is composed primarily of salaries and employee benefits, net
occupancy and equipment expense, and other operating expense as shown below. The
Company recorded  noninterest  expenses of approximately  $577,843 for the three
month  period  ended March 31,  1997,  compared to $564,966  for the  comparable
period of 1996. The increase in  noninterest  expense for the three months ended
March 31, 1997,  as compared to the three  months ended March 31, 1996,  is in a
large part related to the other operating expense of approximately 6.70%.
<TABLE>
<CAPTION>

                                                                      Three months ended
                                                                     March 31,     December 31,
                                                                      1997           1996
                                                                       ----         -----             ----
<S>                                                                <C>            <C>  
Salaries and employee
   benefits                                                          $280,161      $284,701
Net occupancy and equipment expense                                    74,769        71,346

Major components of other non-interest expense

  Data processing expense                                              36,257        25,845
  Stationery and supplies expense                                      27,928        28,610
  Postage                                                              13,389        14,155
  Accounting and audit fees                                            10,550        12,351
  Advertising and marketing expense                                    21,334        15,871
  Director fees                                                        11,700        11,700
  All other non-interest expense items - total                        101,755       100,387
</TABLE>

Income Taxes

The Company has recorded  income tax expense of $69,100 for the first quarter of
1997  representing  an  effective  tax rate of  approximately  35%.  The Company
recorded   income  tax  expense  of  $60,674  for  the  first  quarter  of  1996
representing an effective tax rate of approximately 36%.


Net Income

The Company  earned net income of $128,382 or  approximately  $.14 per share for
the three  month  period  ended  March 31,  1997.  This  compares to $106,311 or
approximately $.12 per share for the same period ended March 31, 1996.


















<PAGE>



Part II.  Other Information

Item 1.

Legal Proceedings.
     None

Item 2.

Changes in Securities
    None

Item 3.

Defaults upon Senior Securities
   None

Item 4.

Submission of Matters to a Vote of Security Holders.
   None

Item 5.
Other Information
   None

Item 6.
Exhibits and Reports on Form 8-K

(a)       Exhibits.
         The following exhibits are attached:
                  Exhibit 27 Financial Data Schedule
(b)      Reports on Form 8-K
         A report on Form 8-K dated  January 28, 1997  disclosed  the  following
         reportable event:

              Item 4 - Changes in Registrant's Certifying Accountants,
                       KPMG Peat Marwick,  LLP and engaged the services of
                       Tiller,  Stewart &  Company,  LLC as its  principal
                       accountants.

              Item 7 - Financial Statements and Exhibits
                       No Financial Statements were filed.

An amendment to Form 8-K dated February 10, 1997 disclosed the following
reportable event:

              Item 7 - Financial  Statements and Exhibits
                       No Financial Statements were filed.
                       Former accountants concurence letter filed as an exhibit




<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. Williams, III
                                       President
                                       (Principal Executive Officer)


                                    By: \s\
                                       William E. Green
                                       Assistant Secretary
                                       (Principal Financial Officer and
                                       Principal Accounting Officer)



                                    Date: May 15, 1997




















<PAGE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                                   9
<LEGEND>
</LEGEND>
<CIK>                                             865792
<MULTIPLIER>                                        1000
<CURRENCY>                                  U.S. dollars
       
<S>                                         <C>
<PERIOD-TYPE>                               Year
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   MAR-31-1997
<EXCHANGE-RATE>                                        1
<CASH>                                               335
<INT-BEARING-DEPOSITS>                                 0
<FED-FUNDS-SOLD>                                    3780
<TRADING-ASSETS>                                       0
<INVESTMENTS-HELD-FOR-SALE>                         7251
<INVESTMENTS-CARRYING>                              3790
<INVESTMENTS-MARKET>                                3791
<LOANS>                                            42192
<ALLOWANCE>                                          636
<TOTAL-ASSETS>                                     60208
<DEPOSITS>                                         52529
<SHORT-TERM>                                           0
<LIABILITIES-OTHER>                                  815
<LONG-TERM>                                          534
                                  0
                                            0
<COMMON>                                             863
<OTHER-SE>                                          5468
<TOTAL-LIABILITIES-AND-EQUITY>                     60208
<INTEREST-LOAN>                                     1055
<INTEREST-INVEST>                                    170
<INTEREST-OTHER>                                       0
<INTEREST-TOTAL>                                    1225
<INTEREST-DEPOSIT>                                   574
<INTEREST-EXPENSE>                                   581
<INTEREST-INCOME-NET>                                644
<LOAN-LOSSES>                                          6
<SECURITIES-GAINS>                                     1
<EXPENSE-OTHER>                                      587
<INCOME-PRETAX>                                      186
<INCOME-PRE-EXTRAORDINARY>                           186
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                         121
<EPS-PRIMARY>                                       0.15
<EPS-DILUTED>                                       0.15
<YIELD-ACTUAL>                                      9.19
<LOANS-NON>                                          134
<LOANS-PAST>                                           0
<LOANS-TROUBLED>                                       0
<LOANS-PROBLEM>                                      364
<ALLOWANCE-OPEN>                                     640
<CHARGE-OFFS>                                        (10)
<RECOVERIES>                                           0
<ALLOWANCE-CLOSE>                                    636
<ALLOWANCE-DOMESTIC>                                 636
<ALLOWANCE-FOREIGN>                                    0
<ALLOWANCE-UNALLOCATED>                                0
        

</TABLE>


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