EAGLE BANCORP INC /GA/
10-Q, 1997-11-10
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 SEPTEMBER 30, 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
September 30, 1997                                                 0-19228

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

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


                       335 South Main Street, P.O. Box 638
                            Statesboro, Georgia 30459
                    (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
October 10, 1997.


















<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
          Notes to Consolidated Financial Statements........................5


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


Part II.     Other Information

               Item 1. Legal Proceedings...................................15

               Item 2. Changes in Securities...............................15

               Item 3. Defaults Upon Senior Securities.....................15

               Item 4. Submission of Matters to a Vote
                       of Security Holders.................................15

               Item 5. Other Information...................................15

               Item 6. Exhibits and Reports on Form 8-K....................15



Signatures.................................................................16




















<PAGE>


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

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

                                                       September 30, December 31
                                                           1997          1996
                                                        ----------    ----------
                           ASSETS
<S>                                                  <C>           <C>         
Cash and due from banks                              $  4,298,649  $  2,237,822
Federal funds sold                                           --       1,500,000
Interest-earning deposits in other banks                     --       1,000,000
Investment securities:
  Available for sale                                    6,354,005     6,898,784
  Held to maturity                                      4,722,838     3,790,335
                                                        ---------     ---------
    Total investment securities                        11,076,843    10,689,119

Loans, net of unearned income                          50,510,381    42,638,858
Reserve for loan loss                                     695,926       639,500
                                                          -------       -------
    Loans, net                                         49,814,454    41,999,358

Premises and equipment, net                             2,452,990     2,474,386
Other assets                                              961,446       829,308
                                                          -------       -------
          
                                                       68,604,382    60,729,993
                                                       ==========    ==========

   Liabilities and Shareholders' Equity
Liabilities:
   Deposits:
     Noninterest-bearing deposits                       6,695,769     5,184,539
    Interest-bearing deposits                          49,798,433    47,280,321
                                                       ----------    ----------

               Total Deposits                          56,494,202    52,464,860
FHLB advances                                           1,874,495       548,250
Reverse repurchase agreement                              977,000
Federal funds purchased                                 1,580,000       200,000
Accrued expenses and other liabilities                    937,601     1,257,832
                                                          -------     ---------

   Total Liabilities                                   61,863,298    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                                       1,043,765       586,583
Net unrealized gains (losses) on
investment securities available for sale                   12,947       (11,904)
                                                           ------       ------- 
        Total Shareholders' equity                      6,741,084     6,259,051
                                                        ---------     ---------

 Total liabilities and shareholders'equity           $ 68,604,382  $ 60,729,993
                                                     ============  ============
</TABLE>



See accompanying notes to consolidated financial statements.
                                     Page 1
<PAGE>

<TABLE>
<CAPTION>

                       EAGLE BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)

                                                         Nine Months Ended
                                                 September 30,     September 30,
                                                          1997         1996 
Interest Income:
<S>                                                    <C>          <C>        
    Loans, including fees                              $ 3,298,041  $ 2,973,570
    Interest on deposits in financial
      institutions                                           1,205         --
    Federal funds sold                                      45,452       40,553
    Investment securities:
      taxable                                              401,980      367,963
      nontaxable                                            91,662       63,815
                                                            ------       ------
          Total interest income                          3,838,342    3,445,901

Interest Expense:
   Deposits                                              1,774,573    1,658,460
   Other borrowings                                         72,030       21,076
       Total interest expense                            1,846,603    1,679,536
                                                         ---------    ---------
           Net interest income                           1,991,738    1,766,365

Provision for possible loan losses                          90,000       58,206
                                                            ------       ------
   Net interest income after provision
         for possible loan losses                        1,901,738    1,708,159

Noninterest income:
   Service charges                                         296,904      259,910
   Referral fees - mortgages                               170,184      189,553
   Security gains (losses)                                   1,293      (10,467)
   Other                                                    72,095       45,740
                                                            ------       ------
      Total nonInterest income                             540,475      484,736

Noninterest expense:
   Salaries and employee benefits                          840,545      799,936
   Net occupancy and equipment expense                     231,579      212,166
   Other operating expense                                 667,908      631,464
                                                           -------      -------
     Total noninterest expenses                          1,740,032    1,643,566
                                                         ---------    ---------
Income before income taxes                                 702,182      549,329
   Income Taxes                                            245,000      206,777
                                                           -------      -------
Net income                                             $   457,182  $   342,552
                                                       ===========  ===========

Net income per share                                   $      0.53  $      0.40
                                                       ===========  ===========
</TABLE>

See accompanying notes to consolidated financial statements.





                                     Page 2
<PAGE>


<TABLE>
<CAPTION>

                       EAGLE BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)

                                                        Three Months Ended
                                                   September 30,  September 30,
                                                       1997          1996 
Interest Income:                                             
<S>                                                   <C>            <C>      
    Loans, including fees                             1,190,519      1,019,185
    Interest on deposits in financial                        
     institutions                                             -              -
    Federal funds sold                                    6,560         11,429
    Investment securities:            
        taxable                                         133,905        132,090
        nontaxable                                       31,192        23,280
                                                         ------        ------
          Total interest income                       1,362,176      1,185,984

Interest Expense:
   Deposits                                             612,717        560,774
   Other borrowings                                      43,753          9,868
                                                         ------          -----
       Total interest expense                           656,470        570,642
                                                        -------        -------
           Net interest income                          705,705        615,342
Provision for possible loan losses                       49,000         23,943
                                                         ------         ------
   Net interest income after provision
         for possible loan losses                       656,705        591,399

Noninterest income:
   Service charges                                      103,987         81,113
   Referral fees - mortgages                             77,348         72,140
   Security gains (losses)                                   (0)        (5,700)
   Other                                                 29,722         14,157
                                                         ------         ------
      Total nonInterest income                          211,057        161,710

Noninterest expense:
   Salaries and employee benefits                       285,687        245,459
   Net occupancy and equipment expense                   79,213         71,869
   Other operating expense                              224,718        216,210
                                                        -------        -------
     Total noninterest expenses                         589,618        533,538
                                                        -------        -------
Income before income taxes                              278,144        219,571
   Income Taxes                                         100,278         84,103
                                                        -------         ------
     Net Income                                        $177,886       $135,468
                                                        =======        =======

Net income per share                                   $   0.21       $   0.16
                                                       ========       ========
</TABLE>

See accompanying notes to consolidated financial statements.







                                     Page 3
<PAGE>

<TABLE>
<CAPTION>

                               EAGLE BANCORP, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                                             Nine months
                                                                ended
                                                             September 30,
                                                          1997           1996
                                                          ----           ----

<S>                                                   <C>           <C>        
 Net Income ..........................................$  457,182    $   342,552
Adjustments to reconcile net income
     Provisions for possible loan losses .............    90,000         58,206
     Depreciation ....................................   133,434        124,169
     Securities gains (losses) .......................    (1,293)        10,467
     Amortization (accretion), net ...................   (20,843)       (17,979)
     Amortization of organization cost ...............     4,894
     Stock option expense ............................     1,125
     Accretion of loan fees ..........................   (80,552)       (23,401)
     Loan fees, net ..................................    46,979         32,031
     Deferred Income Tax Expense .....................         0
     Increase in other assets ........................  (123,440)      (127,586)
    Increase (decrease) in other liabilities .........  (320,231)        32,477
                                                        --------         ------
          Net cash provided by operating activities ..   181,236        436,955

Cash Flows from investing activities:
     Increase in loans, net ..........................(7,871,523)    (3,661,971)
     Purchase of investments - AFS ...................(1,416,432)    (2,972,914)
     Purchase of investments - HTM ...................(1,431,155)    (1,658,532)
     Purchase of premises and equipment ..............  (112,038)       (87,290)
     Proceeds from certificate of deposits ........... 1,000,000              0
     Maturities of investments - AFS ................. 1,020,000      1,500,000
     Called investments - AFS ........................   729,500      1,300,000
     Sale of investments - AFS .......................   250,000              0
     Sale of investments - HTM .......................   498,652              0
                                                         -------              -
                                                                                         
          Net Cash used in investing activities ......(7,332,996)    (5,580,707)

Cash Flow From Financing Activities
     Increase in Deposits, Net ....................... 4,029,342      4,063,225
     FHLB Advances ................................... 1,365,250        563,000
     Repayment of FHLB advance .......................   (39,005)             0
     Proceeds from reverse repurchases ................  977,000
     Cash dividends ................................... (215,689)
     Federal fund repayments .......................... (700,000)
     Federal funds purchased ..........................1,380,000              0
                                                      ----------              -
                                                                                                                        
         Net Cash Provided By Financing Activities ....7,712,587      3,710,536

               Net Increase (Decrease) in Cash and           
               Cash Equivalents .......................  560,827     (1,433,216)

Cash And Cash Equivalents At Beginning of Period ......3,737,822      3,576,465
                                                      ----------      ---------

Cash And Cash Equivalents At End of Period ............4,298,649    $ 2,143,249
                                                      ==========    ===========
                                                                         
                                                                                     
Supplemental disclosures of cash paid during period for:
          Interest...                           $     1,829,258     $ 1,619,059
          Income taxes..                        $       196,242     $   252,713                    

</TABLE>




                                     Page 4

<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 5
<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 September
30, 1997 compared to December 31, 1996,  and the results of its  operations  for
the three and nine month  periods  ended  September  30,  1997  compared  to the
comparable  periods ended  September 30, 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.

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 main banking facility in Statesboro, Georgia.








































                                     Page 6
<PAGE>


FINANCIAL CONDITION

During the first nine  months of 1997,  total  assets  increased  $7,874,388  or
approximately 13% as compared to amounts at December 31, 1996. This increase was
primarily  a result of the  bank's  deposit  base  increasing  by  approximately
$4,029,342  and Federal Funds  Purchased of $1,580,000  and other  borrowings of
$2,103,245.  The Bank's asset mix changed by a increase in loans of  $7,871,523.
This represents an increase of approximately 18.46% in loans.

The following is a summary of deposits:
<TABLE>

                                                        9/30/97       12/31/96


<S>                                                   <C>           <C>        
Noninterest-bearing demand deposits ...............   $ 6,695,769   $ 5,184,539
NOW accounts ......................................     6,638,592     7,420,192
Money market accounts .............................     2,165,939     3,077,437
Savings accounts ..................................     3,025,058     2,586,187
Individual retirement accounts ....................     3,425,741     2,958,922
Certificates of deposits of $100,000 or more ......    10,651,732    10,319,613
Certificates of deposits of less than $100,000 ....    23,891,371    20,917,970
                                                       ----------    ----------
                                                       

         Total deposits ...........................   $56,494,202   $52,464,860 
                                                      ===========   =========== 
</TABLE>
                                                                                







The Company's rate of growth was  approximately  13% for the nine months of 1997
as compared to 9% for the same period in 1996. Factors expected to contribute to
a continuation in the Company's growth rate include:

         1)       the current loan demand in the local area and the bank's
                  community activities,
         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 1997 in the 10%
range.




















                                     Page 7
<PAGE>


                     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 September 30, 1997, the Company's cash and due
from banks equaled  $4,298,649,  its  investment  securities  available for sale
equaled  $6,354,005.  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  $7,000,000.  During the first nine months of 1997, the
Company had  outstanding  borrowings of $1,874,495 on a long-term basis from the
Federal Home Loan Bank to match loan funding rates and maturities with borrowing
rates and maturities. Securities sold under repurchase agreements are treated as
financing activities and are carried at the amounts at which the securities will
be  subsequently  reacquired  as  specified  in the  agreements,  the  amount at
September 30, 1997 was $977,000.

The Company's liquidity position, calculated as cash and due from banks, federal
funds sold, and investment  securities not pledged divided by deposits,  equaled
25.88% as of September 30, 1997 compared to 26.37% as of September 30, 1996. 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%.

The Company  continues to monitor the percentage of  certificates  of deposit of
$100 thousand and over (jumbo deposits) to total deposits. At September 30, 1997
jumbo deposits equaled 18.85% of total deposits of $56,494,202. At September 30,
1996 jumbo  deposits  equaled  19.67% of total  deposits of  $52,464,860.  Jumbo
deposits are primarily  with  individuals  who reside in the  Company's  primary
service area and to whom the Bank has had  consistent  deposit  relations  since
inception and county, city and educational funds. The current year's increase in
the jumbo deposit balances are funds on deposit from various local  governmental
agencies and are secured by pledged  collateral having a fair market value equal
to at least 110% of those deposits.

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 September
30, 1997.







                                     Page 8

<PAGE>


<TABLE>
<CAPTION>


                         INTEREST RATE SENSITIVITY TABLE

                         0-90 days          91-365 days            One to five years            Over five years
                          Current       Current   Cumulative    Current      Cumulative      Current      Cumulative

Interest-sensitive
assets:
<S>                        <C>         <C>         <C>          <C>            <C>            <C>           <C>   
     Loans                 10,022      18,636      28,658       19,109         47,767         2,743         50,510

     Investment securities    -           925         925        9,008          9,933         1,144         11,077
                             ----        ----        ----       ------         ------        ------        ------

        Total Interest-
        Sensitive Assets   10,022      19,561      29,583       28,117         57,700         3,887         61,587

Interest-sensitive
liabilities:
     NOW, money
     market and
     savings accounts      11,830           -      11,830            -         11,830             -         11,830

Individual retirement
accounts and certificates
of deposits                 7,220      22,817      30,037        7,932         37,969             -         37,969

Borrowings                  2,581       1,073       3,654          388          4,042           389          4,431
                           ------      ------      ------         ----         ------          ----         -----

   Total interest-
   sensitive liabilities   21,631      23,890      45,521        8,320         53,841           389         54,230
                          -------     -------     -------       ------        -------          ----        ------


Interest-sensitivity
gap                       (11,609)     (4,329)    (15,938)      19,797          3,859         3,498          7,357
                          ========     =======    ========      =======         ======        ======         =====
Ratio to total interest
sensitive assets           -18.85%      -7.03%     -25.88%       32.14%          6.27%         5.68%         11.95%
                           =======      ======     =======       ======          =====         =====         ======

</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.


















                                     Page 9
<PAGE>



                                CAPITAL RESOURCES



The Company continues to maintain a satisfactory level of capital as measured by
its total  shareholders'  equity to total assets ratio of 9.82% at September 30,
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 foreseeable future.

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 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 September 30, 1997.

<TABLE>
<CAPTION>

                       Eagle Bancorp, Inc. and Subsidiary

                                               Required
                                Actual         Minimum               Excess
                               --------        ----------            --------
                             %       Amount      %      Amount         %     Amount
                           ------     ------   -----    -------      -----   ------

<S>                         <C>       <C>      <C>       <C>         <C>     <C>  
Tier 1 capital.........     9.83%     6,741    6.00%     4,116       3.83%   2,625

Risk based capital.....    14.26%     7,389    8.00%     4,145       6.26%   3,244

Leverage ratio.........     9.83%     6,741    3.00%     2,058       6.83%   4,683


Eagle Bank and Trust

Tier 1 capital.........     9.48%    6,504     6.00%     4,115       3.48%    2,389

Risk based capital.....    13.80%    7,152     8.00%     4,146       5.80%    3,006

Leverage ratio.........     9.48%    6,504     3.00%     2,058       6.48%    4,446


</TABLE>











                                     Page 10
<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  consist of  deposits,  secured  and/or
unsecured borrowings.

Net interest  income for the three month period ended September 30, 1997 equaled
$705,705 or 14.69% more than the three month  period ended  September  30, 1996.
The  average  yield  earned on  interest-earning  assets was 8.93% for the three
month period ended  September 30, 1997 compared to 9.14% for the similar  period
ended  September,  30,  1996  and the  average  rate  paid  on  interest-bearing
liabilities  was 5.00% for the three  month  period  ended  September  30,  1997
compared to 5.12% for the  comparable  period  ended  September  30,  1996.  The
Company's  net interest  margin for the three month period ended  September  30,
1997 was 4.63% compared to 4.60% for the three month period ended  September 30,
1996.

Net interest  income for the nine month period ended  September 30, 1997 equaled
$1,991,738 or 12.76% more than the nine month period ending  September 30, 1996.
The average yield earned on interest-earning assets was 8.90% for the nine month
period ended  September 30, 1997 compared to 9.13% for the similar  period ended
September 30, 1996 and the average rate paid on interest-bearing liabilities was
4.95% for the nine month period ended  September  30, 1997 compared to 5.16% for
the nine month  period ended  September  30, 1996.  The  Company's  net interest
margin for the nine month period ended  September 30, 1997 was 4.60% compared to
4.68% for the period ended September 30, 1996.

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.

The allowance for possible loan losses  approximated  1.38% of outstanding loans
at September  30, 1997 as compared to 1.50% at December 31, 1996.  The allowance
increased to $695,926 at September  30, 1997 from $639,500 at December 31, 1996.
The  change  in the  allowance  relates  primarily  to the  change  in the  loan
portfolio and to related  credit risks.  The provision for the first nine months
of 1997 was $90,000  compared to $58,206 for the first nine months of 1996. This
provision  is a result of  evaluation  as describe  above of the loan  portfolio
during the first nine  months of 1997 as  compared  to the first nine  months of
1996. Net charge-offs for the nine month period ended September 30, 1997 equaled
$33,574  compared to net  charge-offs  of $10,180 for the  comparable  period in
1996.









                                     Page 11
<PAGE>


The following table summarizes nonperforming loans, potential problem loans, and
allowance  for possible  loan losses data as of September  30, 1997 and December
31, 1996.

<TABLE>
<CAPTION>

                                                  September 30,     December 31,
                                                       1997              1996



Nonperforming loans (in thousands)
<S>                                                  <C>               <C>     
  (over 90 days past due).................           $     45          $    123
Potential problem loans **(in thousands)
  (internally classified)..................          $    167          $    611
Asset Quality Ratios:
  Nonperforming loans to total
   loans, net of unearned income...........              .089%            0.029%

  Nonperforming loans to total assets......              .065%             .202%

  Nonperforming loans and potential
   problem loans to total assets............              .31%             1.21%

Allowance for possible loan losses
  to nonperforming loans....................             6.47X             5.20X

Allowance for possible loan
  losses to nonperforming loans
  and potential problem loans...............            3.28X              .087X
</TABLE>

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

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,  net of securities gains (losses),  primarily  comprised of
service  charges on deposit  accounts and mortgage  referral  fees, for the nine
month period ended  September 30, 1997 was  approximately  $540,475  compared to
$484,736  for the  comparable  period in 1996 and  represents  and  increase  of
approximately  11.50%.  Service  charges on deposit  accounts  includes  fees on
deposit  accounts,  fees for returned  checks and fees for  overdraft  accounts.
Noninterest  income from the three months ended  September 30, 1997 was $211,057
compared  to  $161,710  for the  three  months  ended  September  30,  1996  and
represents and increase of approximately 30.52%.














                                     Page 12
<PAGE>

Noninterest Expense

Noninterest expense is composed primarily of salaries and employee benefits, net
occupancy and equipment  expense,  and noninterest  expense as shown below.  The
Company had noninterest  expenses of $ 1,740,032 for the nine month period ended
September 30, 1997 compared to $ 1,643,566  for the  comparable  period of 1996.
The Company experienced  noninterest  expense of approximately  $589,618 for the
three months ended  September 30, 1997 compared to $533,538 for the three months
ended September 30, 1996. Other operating expenses increased approximately 5.86%
and 10.51% for the nine month and three month periods  ended  September 30, 1997
as compared to the same periods ended  September 30, 1996.  Major  components of
noninterest expenses are shown below:

<TABLE>
<CAPTION>

                                                     Nine months ended
                                                     September 30,

                                                   1997             1996
                                                   ----             ----

<S>                                               <C>             <C>     
Salaries and employee benefits                    $840,545        $799,936
Net occupancy and equipment expense                231,579         212,166

Major Compontents of other operating expenses:

Data processing expense                            121,453          81,471
Stationery and supplies expense                     50,133          69,915
Postage                                             47,409          42,448
Accounting and audit fees                           28,550          57,510
Advertising and marketing expense                   46,752          40,977
Other operatings expenses                          373,610         339,142 
                                                   -------         ------- 
      Total noninterest expense                 $1,740,032      $1,643,566 
                                                ==========      ========== 
</TABLE>

Data processing expense increased due to the bank out-sourceing contract renewal
after the initial denovo contract. Unlike many other financial institutions, the
Company was not affected by the FDIC special assessment on SAIF-insured deposits
in the third  quarter of 1996 because all of the  Company's  deposits are in the
FDIC Bank Insurance Fund (BIF).
























                                     Page 13

<PAGE>

Income Taxes

The Company  has  recorded  income tax  expense of  $245,000  for the first nine
months  of 1997  representing  an  effect  tax rate of  approximately  35% which
compares to an effective tax rate of 37.6% recorded for the comparable period of
1996. The Company  recorded for the three months ended September 30, 1997 income
tax  expense of  $100,278  as  compared  to $84,103  for the same  period  ended
September 30, 1996.

Net Income

The Company's net income was $177,859 for the three month period ended September
30, 1997  compared to $135,486  for the like  period  ended  September  30, 1996
representing an increase of 31.27%. The Company's net income per share was $0.21
per share for the three month period ended  September 30, 1997 compared to $0.16
per share for the  comparable  period  for 1996.  The  Company's  net income was
$457,182  or $0.53  per  share for the first  nine  months of 1997  compared  to
$342,552 or $0.40 per share for the comparable period for 1996 or an increase of
approximately 33.46% and 32.50% respectively.


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 14
<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.
         Financial Data Sheet  - Exhibit 27

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






















                                     Page 15

<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
                                       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: November 6, 1997





































                                     Page 16
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                                          9
<LEGEND>
 (Replace this text with the legend, if applicable)
</LEGEND>
<CIK>                                             0000865792
<NAME>                                            EAGLE BANCORP, INC.
<MULTIPLIER>                                                  1000
<CURRENCY>                                         U.S. dollars
       
<S>                                                <C>
<PERIOD-TYPE>                                      Year
<FISCAL-YEAR-END>                                  DEC-31-1997
<PERIOD-START>                                     JAN-1-1997
<PERIOD-END>                                       SEP-30-1997
<EXCHANGE-RATE>                                    1
<CASH>                                                        4299
<INT-BEARING-DEPOSITS>                                           0
<FED-FUNDS-SOLD>                                                 0
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                   4723
<INVESTMENTS-CARRYING>                                       11077
<INVESTMENTS-MARKET>                                         11097
<LOANS>                                                      50510
<ALLOWANCE>                                                    696
<TOTAL-ASSETS>                                               68604
<DEPOSITS>                                                   56494
<SHORT-TERM>                                                   977
<LIABILITIES-OTHER>                                            937
<LONG-TERM>                                                   1874
                                            0
                                                      0
<COMMON>                                                       863
<OTHER-SE>                                                    5879
<TOTAL-LIABILITIES-AND-EQUITY>                               65604
<INTEREST-LOAN>                                               3298
<INTEREST-INVEST>                                              540
<INTEREST-OTHER>                                                 0
<INTEREST-TOTAL>                                              3838
<INTEREST-DEPOSIT>                                            1775
<INTEREST-EXPENSE>                                            1846
<INTEREST-INCOME-NET>                                         1992
<LOAN-LOSSES>                                                   90
<SECURITIES-GAINS>                                               1
<EXPENSE-OTHER>                                               1740
<INCOME-PRETAX>                                                702
<INCOME-PRE-EXTRAORDINARY>                                     702
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                   457
<EPS-PRIMARY>                                                 0.53
<EPS-DILUTED>                                                 0.53
<YIELD-ACTUAL>                                                8.90
<LOANS-NON>                                                     95
<LOANS-PAST>                                                   430
<LOANS-TROUBLED>                                               212
<LOANS-PROBLEM>                                                167
<ALLOWANCE-OPEN>                                               640
<CHARGE-OFFS>                                                   40
<RECOVERIES>                                                     6
<ALLOWANCE-CLOSE>                                              696
<ALLOWANCE-DOMESTIC>                                           696
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                          0
        

</TABLE>


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